exv4w7






Exhibit 4.7




Execution Copy




INTERCREDITOR AGREEMENT




     This INTERCREDITOR AGREEMENT, dated as of June 6, 2008, is among Wells Fargo Bank,
N.A., as First Priority Collateral Agent for the First Priority Secured Parties under the First
Priority Documents referenced below (in such capacity, the “First Priority Collateral
Agent”), Wells Fargo Bank, N.A., as Second Priority Collateral Agent for the Second Priority
Secured Parties under the Second Priority Documents referenced below (in such capacity, the
“Second Priority Collateral Agent”), and Wells Fargo Bank, N.A., as Third Priority
Collateral Agent for the Third Priority Secured Parties under the Third Priority Documents
referenced below (in such capacity, the “Third Priority Collateral Agent”; and together
with the First Priority Collateral Agent and the Second Priority Collateral Agent, the
“Collateral Agents”), and Wells Fargo Bank, N.A., as Collateral Control Agent (as defined
below); GMAC LLC, in its capacity as agent for the Lenders under the Loan Agreement referred to
below (in such capacity, the “Lender Agent”); U.S. Bank National Association, as Trustee
under the 2010 Indenture referred to below (in its capacity as Trustee thereunder, the “2010
Trustee”); U.S. Bank National Association, as Trustee under the 2015 Indenture referred to
below (in its capacity as Trustee thereunder, the “2015 Trustee”); any Additional Third
Priority Representative (as defined below); Residential Funding Company, LLC, a Delaware limited
liability company (“RFC”), and GMAC Mortgage, LLC, a Delaware limited liability company
(“GMAC Mortgage”, and together with RFC, each a “Borrower” and together the
“Borrowers”); Residential Capital, LLC, a Delaware limited liability company
(“ResCap”); and the other undersigned Obligors.



W I T N E S S E T H :




     WHEREAS, the Borrowers, the Person or Persons from time to time parties thereto as
lenders (the “Lenders”), the Lender Agent, and ResCap and the other “Guarantors” specified
therein are entering into a Loan Agreement, dated as of June 4, 2008 (as amended, supplemented,
amended and restated or otherwise modified from time to time, the “Loan Agreement”);



     WHEREAS, the Obligors (as hereinafter defined) will grant to the First Priority Collateral
Agent, for the benefit of the First Priority Secured Parties, security interests in the Collateral
(as hereinafter defined) as security for payment and performance of the First Priority Claims (as
hereinafter defined);



     WHEREAS, ResCap and the 2010 Trustee have entered into an Indenture, dated as of June
6, 2008 (as amended, supplemented, amended and restated or otherwise modified from time to time,
the “2010 Indenture”), governing the rights and duties of ResCap under its 8.50% Senior
Secured Guaranteed Notes due 2010 (together with any additional notes issued under the 2010
Indenture, the “2010 Notes”);


     WHEREAS, the Obligors will grant to the Second Priority Collateral Agent, for the benefit of
the Second Priority Secured Parties, security interests in the Collateral as security for payment
and performance of the Second Priority Claims (as hereinafter defined);



 









 






     WHEREAS, ResCap and the 2015 Trustee have entered into an Indenture, dated as of June
6, 2008 (as amended, supplemented, amended and restated or otherwise modified from time to time,
the “2015 Indenture”), governing the rights and duties of ResCap under its 9.625% Junior
Secured Guaranteed Notes due 2015 (together with any additional notes issued under the 2015
Indenture, the “2015 Notes”);



     WHEREAS, the Obligors may incur Indebtedness under one or more Additional Pari Passu
Third Priority Agreements following the date hereof; and



     WHEREAS, the Obligors will grant to the Third Priority Collateral Agent, for the benefit of
the Third Priority Secured Parties, security interests in the Collateral as security for payment
and performance of the Third Priority Claims (as hereinafter defined);



     NOW, THEREFORE, in consideration of the foregoing, the mutual covenants and
obligations herein set forth and for other good and valuable consideration, the adequacy and
receipt of which are hereby acknowledged, and in reliance upon the representations, warranties and
covenants herein contained, the parties hereto, intending to be legally bound, hereby agree as
follows:



     Section 1. Definitions.



     1.1 Defined Terms. As used in this Agreement, the following terms shall have the
following meanings (such meanings to be equally applicable to both the singular and the plural
forms of the terms indicated):



     “2010 Indenture” is defined in the third recital.



     “2010 Noteholder Security Agreement” means the Pledge and Security Agreement and
Irrevocable Proxy, dated as of June 6, 2008, among ResCap, the Borrowers, certain of their
affiliates, the Second Priority Collateral Agent and the 2010 Trustee, as the same may be amended,
supplemented, amended and restated or otherwise modified from time to time.



     “2010 Noteholders” means the Persons holding 2010 Notes.



     “2010 Notes” is defined in the third recital.



     “2010 Trustee” shall include, in addition to the 2010 Trustee defined in the
preamble, the then acting trustee under the 2010 Indenture and any successor thereto
exercising substantially the same rights and powers.



     “2015 Indenture” is defined in the fifth recital.



     “2015 Noteholder Security Agreement” means the Pledge and Security Agreement and
Irrevocable Proxy, dated as of June 6, 2008, among ResCap, the Borrowers, certain of their
affiliates, the Third Priority Collateral Agent, the 2015 Trustee and each Additional Third
Priority Representative from time to time party thereto as the same may be amended, supplemented,
amended and restated or otherwise modified from time to time.



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     “2015 Noteholders” means the Persons holding 2015 Notes.



     “2015 Notes” is defined in the fifth recital.



     “2015 Trustee” shall include, in addition to the 2015 Trustee defined in the
preamble, the then acting trustee under the 2015 Indenture and any successor thereto
exercising substantially the same rights and powers.



     “Additional Pari Passu Third Priority Agreement” means any agreement other than the
2015 Indenture and the 2015 Notes pursuant to which any Indebtedness is incurred which is secured
by the Liens of the Third Priority Collateral Documents; provided that (a) such
Indebtedness is permitted to be incurred under the terms of the First Priority Documents, the 2010
Indenture, the 2015 Indenture and each other Additional Pari Passu Third Priority Agreement then
extant and (b) the Additional Third Priority Representative for the holders of such Indebtedness
has executed a joinder agreement hereto in form reasonably satisfactory to the Collateral Agents
agreeing on behalf of itself and the holders of such Indebtedness to be bound by the terms of this
Agreement applicable to them as Third Priority Secured Parties.



     “Additional Third Priority Representative” means, with respect to any Additional Pari
Passu Third Priority Agreement, the Person appointed to act as trustee or agent for the holders of
Indebtedness under such Additional Pari Passu Third Priority Agreement who has been designated as
“Additional Third Priority Representative” for purposes of this Agreement by such holders.



     “Agreement” means this Intercreditor Agreement, as amended, supplemented, amended and
restated or otherwise modified from time to time in accordance with the terms hereof.



     “Bankruptcy Code” means Title 11 of the United States Code (11 U.S.C. 101 et seq.).



     “BofA Account Control Agreements” means (a) that certain Deposit Account Control
Agreement dated as of June 6, 2008, among Residential Capital, LLC and certain of its Subsidiaries
signatory thereto, the Collateral Control Agent and Bank of America, N.A.; and (b) that certain
Collateral Account Control Agreement dated as of June 6, 2008, among Residential Capital, LLC and
certain of its Subsidiaries signatory thereto, the Collateral Control Agent and Banc of America
Securities LLC.



     “Borrower” is defined in the preamble.



     “Business Day” means any day other than a Saturday, Sunday or other day on which
commercial banks are required or authorized to be closed in New York, New York or Minneapolis,
Minnesota.



     “Collateral” means any property, real, personal or mixed, of any Obligor in which the
First Priority Collateral Agent or any First Priority Secured Party, the Second Priority Collateral
Agent or any Second Priority Secured Party, or the Third Priority Collateral Agent or any Third
Priority Secured Party has a security interest pursuant to any First Priority Collateral Document,
Second Priority Collateral Document or Third Priority Collateral Document, as the case may be;
provided that the “Collateral” shall not include (and the provisions of Section
2.3, Section 4.2



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and the other provisions of this Agreement shall not apply to) any
funds deposited with the 2010 Trustee, 2015 Trustee or any Additional Third Priority Representative
in connection with (a) any legal or covenant defeasance of the 2010 Indenture, the 2015 Indenture
or any Additional Pari Passu Third Priority Agreement pursuant to Sections 13.02 or 13.03 of the
2010 Indenture or 2015 Indenture or the corresponding sections of any Additional Pari Passu Third
Priority Agreement or (b) any discharge of the 2010 Indenture, the 2015 Indenture or any Additional
Pari Passu Third Priority Agreement pursuant to Article XI of the 2010 Indenture of 2015 Indenture
or corresponding section or article of any Additional Pari Passu Third Priority Agreement, in each
case so long as the deposit of such funds was not made in violation of the Loan Agreement (or, in
the case of a discharge or defeasance of the 2015 Indenture or any Additional Pari Passu Third
Priority Agreement, the 2010 Indenture).



     “Collateral Agents” is defined in the introductory paragraph hereto.



     “Collateral Control Agent” is defined in Section 5.5.



     “Collateral Disposition” shall have the meaning given such term in the Loan Agreement
as in effect on the date hereof or as amended or otherwise modified from time to time to the extent
permitted by the 2010 Indenture and 2015 Indenture.



     “Collateral Documents” means the First Priority Collateral Documents, the Second
Priority Collateral Documents and the Third Priority Collateral Documents (and including, for sake
of clarity, this Agreement).



     “Comparable Noteholder Collateral Document” means, (a) in relation to any Collateral
subject to any Lien created under any First Priority Collateral Document, that Second Priority
Collateral Document or Third Priority Collateral Document, as the case may be, which creates a Lien
in the same Collateral, granted by the same Obligor, as applicable; and (b) in relation to any
Collateral subject to any Lien created under any Second Priority Collateral Document, that Third
Priority Collateral Document which creates a Lien in the same Collateral, granted by the same
Obligor, as applicable.



     “Conforming Plan of Reorganization” means any Plan of Reorganization whose provisions
are consistent with the provisions of this Agreement.



     “DIP Financing” is defined in Section 6.1.



     “Discharge of First Priority Claims” means, except to the extent otherwise provided in
Sections 5.6 and 6.5 or except to the extent the relevant Indebtedness described
below is excluded from the definition of First Priority Claims, (a) payment in full in cash of (i)
the principal of and interest (including interest accruing on or after the commencement of any
Insolvency Proceeding, whether or not such interest would be allowed in such Insolvency Proceeding)
and premium, if any, on all Indebtedness outstanding under the First Priority Documents and, with
respect to letters of credit outstanding thereunder, if any, termination thereof or delivery of
cash collateral or backstop letters of credit in respect thereof and for the full amount thereof in
compliance with such First Priority Documents, in each case after or concurrently with termination
of all commitments to extend credit thereunder and (ii) any other First Priority Claims that are
due and payable or otherwise accrued and owing at or prior to the 


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 time such principal and interest
are paid, in each case other than obligations that constitute Unasserted Contingent Obligations at
the time such principal and interest is paid; and (b) delivery by the Lender Agent to the First
Priority Collateral Agent (with copies to the Second Priority Collateral Agent, the Third Priority
Collateral Agent, the Collateral Control Agent, the 2010 Trustee, the 2015 Trustee and each other
Additional Third Priority Representative) of a written notice that the Discharge of First Priority
Claims has occurred.



     “Discharge of Second Priority Claims” means, except to the extent otherwise provided
in Sections 5.6 and 6.5 or except to the extent the relevant Indebtedness described
below is excluded from the definition of Second Priority Claims, (a) payment in full in cash of (i)
the principal of and interest (including interest accruing on or after the commencement of any
Insolvency Proceeding, whether or not such interest would be allowed in such Insolvency Proceeding)
and premium, if any, on all 2010 Notes and (ii) any other Second Priority Claims that are due and
payable or otherwise accrued and owing at or prior to the
 time such principal and interest are
paid, in each case other than obligations that constitute Unasserted Contingent Obligations at the
time such principal and interest is paid; and (b) delivery by the 2010 Trustee to the Second
Priority Collateral Agent (with copies to the Third Priority Collateral Agent, the Collateral
Control Agent, the 2010 Trustee, the 2015 Trustee and each other Additional Third Priority
Representative) of a written notice that the Discharge of Second Priority Claims has occurred.



     “Facility Documents” means the Loan Agreement (including the “Guarantees” provided for
pursuant to Article XI thereof), the Security Documents (as defined in the Loan Agreement) and the
other Facility Documents (as defined in the Loan Agreement), and any other related document or
instrument executed or delivered pursuant to any Facility Document at any time or otherwise
evidencing any Loan Agreement Obligation, as any such document or instrument may from time to time
be amended, supplemented, amended and restated or otherwise modified from time to time.



     “First Priority Claims” means (a) all Loan Agreement Obligations, and (b) all other
Indebtedness or other obligations of the Borrowers or any other Obligor under the First Priority
Documents; provided, however, that if the amount of Obligations constituting
principal on
outstanding Loans under the First Priority Documents is in excess of the Maximum First
Priority Amount, then only that portion of such Obligations equal to the Maximum First Priority
Amount shall be included in the First Priority Claims and interest and fees with respect to such
Obligations shall only constitute First Priority Claims to the extent related to the principal
amount of Obligations included in the First Priority Claims. First Priority Claims shall include
all interest accrued or accruing (or which would, absent the commencement of an Insolvency
Proceeding, accrue) after the commencement of an Insolvency Proceeding in accordance with and at
the rate specified in the relevant First Priority Document whether or not the claim for such
interest is allowed as a claim in such Insolvency Proceeding. For the avoidance of any doubt,
First Priority Claims shall include the fees, expenses, disbursements and indemnities of the First
Priority Collateral Agent and, until the Discharge of First Priority Claims, the Collateral Control
Agent. To the extent any payment with respect to the First Priority Claims (whether by or on
behalf of any Obligor, as proceeds of security, enforcement of any right of set-off or otherwise)
is declared to be fraudulent or preferential in any respect, set aside or required to be paid to a
debtor in possession, trustee, receiver or similar Person, then the obligation or part thereof



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originally intended to be satisfied shall be deemed to be reinstated and outstanding as if such
payment had not occurred. Notwithstanding the foregoing the Notes and related Obligations will not
constitute First Priority Claims even if any proceeds of the Notes are used to repay Obligations
under the Loan Agreement. Notwithstanding anything to the contrary contained in this definition,
any Obligation under a First Priority Document shall constitute a “First Priority Claim” if the
Lender Agent or the relevant First Priority Secured Party or First Priority Secured Parties under
such First Priority Document shall have received a written representation from each Borrower in or
in connection with such First Priority Document that such Obligation constitutes a “First Priority
Claim” under and as defined in the 2010 Indenture or 2015 Indenture (whether or not such Obligation
is at any time determined not to have been permitted to be incurred under the Indenture).



     “First Priority Collateral Agent” shall include, in addition to the First Priority
Collateral Agent defined in the preamble, any successor thereto appointed by the requisite
First Priority Secured Parties exercising substantially the same rights and powers.



     “First Priority Collateral Documents” mean collectively, the First Priority Security
Agreement and any other agreement, document or instrument pursuant to which a Lien is granted to
secure (or perfect, preserve or maintain the security of) any First Priority Claim or under which
rights or remedies with respect to such Liens are governed.



     “First Priority Documents” means the Loan Agreement (including the “Guarantees”
provided for pursuant to Article XI thereof), the First Priority Collateral Documents, the other
Facility Documents, and each of the other agreements, documents and instruments providing for or
evidencing any Loan Agreement Obligation, and any other related document or instrument executed or
delivered pursuant to any of the foregoing at any time or otherwise evidencing any Obligation
thereunder.



     “First Priority Liens” means all Liens that secure the First Priority Claims.



     “First Priority Secured Parties” means the “Lender Parties” as defined in the Loan
Agreement; provided that the Collateral Control Agent shall cease to be a First Priority Secured
Party upon the Discharge of First Priority Claims.



     “First Priority Security Agreement” means the Pledge and Security Agreement and
Irrevocable Proxy, dated as of June 4, 2008, among ResCap, the Borrowers, certain of their
affiliates and the First Priority Collateral Agent, as the same may be amended, supplemented,
amended and restated or otherwise modified from time to time.



     “Indebtedness” has the meaning assigned thereto in the 2010 Indenture as in effect on
the date hereof.



     “Indenture” means, as the context may require, either the 2010 Indenture or the 2015
Indenture.



     “Insolvency Proceeding” means (a) any voluntary or involuntary case or proceeding
under the Bankruptcy Code with respect to any Obligor as a debtor, (b) any other voluntary or
involuntary insolvency, reorganization or bankruptcy case or proceeding, or any receivership,



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liquidation, reorganization or other similar case or proceeding with respect to any Obligor as a
debtor or with respect to any substantial part of their respective assets, (c) any liquidation,
dissolution, reorganization or winding up of any Obligor, whether voluntary or involuntary and
whether or not involving insolvency or bankruptcy, or (d) any assignment for the benefit of
creditors or any other marshaling of assets and liabilities of any Obligor.



     “Lenders” is defined in the first recital; provided that if
there is only one Lender under the Loan Agreement, then reference to the Lenders hereunder shall be
deemed to refer to that Lender.



     “Lender Agent” means, in addition to the Lender Agent defined in the preamble,
the then acting agent for the Lenders under the Loan Agreement and any successor thereto exercising
substantially the same rights and powers.



     “Lien” means, when used with respect to any Person, any interest in any property,
asset or other right owned or being purchased or acquired by such Person which secures payment or
performance of any obligation, and shall include any mortgage, lien, encumbrance, charge or other
security interest of any kind, whether arising by contract, as a matter of law, by judicial process
or otherwise.



     “Loan Agreement” is defined in the first recital; provided
that the term “Loan Agreement” shall (a) also include any renewal, extension, refunding,
restructuring, replacement or refinancing thereof (whether with the original lenders or with an
administrative agent or agents or other lenders, whether provided under the original Loan Agreement
or any other credit or other agreement or indenture and whether entered into concurrently with or
subsequent to the termination of the prior Loan Agreement), and (b) exclude the Notes and the
Second Priority Documents and Third Priority Documents.



     “Loan Agreement Obligations” means all “Obligations” as defined in the Loan Agreement.



     “Maximum First Priority Amount” means $3,500,000,000 less (a) the aggregate principal
amount of Indebtedness under the Loan Agreement permanently repaid with the Net Cash Proceeds from
any Collateral Disposition and (b) any amount of principal on the loans made or reimbursement
obligations in respect of drawings under letters of credit issued under the Loan Agreement repaid
by virtue of any exercise of remedies by the First Priority Collateral Agent or the Lender Agent
under the First Priority Collateral Documents or pursuant to Section 4.1. For sake of
clarity, it is understood that a repayment or prepayment of the Indebtedness under the Loan
Agreement does not constitute a permanent repayment of thereof except to the extent that there is a
related reduction in the “Commitment Amount” of the Lenders pursuant to Section 2.10(c) of the Loan
Agreement as a result of such repayment or prepayment.



     “Maximum Second Priority Amount” means $2,150.0 million (less the principal amount of
any 2010 Notes issued following the date hereof, to the extent the issuance of such 2010 Notes
violated the terms of (x) the 2015 Indenture as in effect on the date hereof or (y) the Loan
Agreement as in effect at the time of such issuance) less any principal amount of
prepayment, repayment or defeasance of the 2010 Notes (including, without limitation, any amount of



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principal on the 2010 Notes repaid by virtue of any exercise of remedies by the Second Priority
Collateral Agent or 2010 Trustee under the Second Priority Collateral Documents or pursuant to
Section 4.1).



     “Net Cash Proceeds” shall have the meaning given such term in the Loan Agreement as in
effect on the date hereof or as amended or otherwise modified from time to time to the extent
permitted by the 2010 Indenture and 2015 Indenture.



     “Non-Conforming Plan of Reorganization” any Plan of Reorganization whose provisions
are inconsistent with or in contravention of the provisions of this Agreement, including any plan
of reorganization that purports to re-order (whether by subordination, invalidation, or otherwise)
or otherwise disregard, in whole or part, the provisions of Section 2 (including the Lien
priorities of Section 2.1), the provisions of Section 4 or the provisions of
Section 6.



     “Noteholders” means, collectively, the 2010 Noteholders, the 2015 Noteholders and the
holders of Indebtedness under any Additional Pari Passu Third Priority Agreement; and
“Noteholder” means any of them.



     “Notes” means, collectively, the 2010 Notes and the 2015 Notes; and “Note”
means any of them.



     “Obligations” means any and all obligations with respect to the payment of (a) any
principal of or interest (including interest accruing on or after the commencement of any
Insolvency Proceeding, whether or not a claim for post-filing interest is allowed in such
proceeding) or premium on any Indebtedness, including any reimbursement obligation in respect of
any letter of credit, (b) any fees, indemnification obligations, damages, expense
reimbursement obligations (including, without limitation, reasonable attorneys’ fees and
expenses) or other liabilities payable under the documentation governing any Indebtedness and (c)
any obligation to post cash collateral in respect of letters of credit and any other obligations.



     “Obligors” means ResCap, the Borrowers and each of their Subsidiaries that is
obligated under any First Priority Document, Second Priority Document or Third Priority Document.



     “Person” means any natural person, corporation, partnership, limited liability
company, trust, association, governmental authority or unit, or any other entity, whether acting in
an individual, fiduciary or other capacity.



     “Plan of Reorganization” means any plan of reorganization, plan of liquidation,
agreement for composition, or other type of plan of arrangement proposed in or in connection with
any Insolvency Proceeding.



     “Recovery” is defined in Section 6.5.



     “Relevant Directing Party” means the following Person(s) who are entitled to instruct
or direct the Collateral Control Agent: (a) (i) until the Discharge of First Priority Claims has
occurred, the Lender Agent, (ii) following the Discharge of First Priority Claims and until the
Discharge of Second Priority Claims has occurred, the 2010 Trustee, and (iii) thereafter, the 2015
Trustee or any Additional Third Priority Representative acting at the written direction of



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the
holders of a majority of the aggregate principal amount of the Third Priority Claims; and (b)
solely with respect to a release of Collateral pursuant to Section 12.11(b) of the Loan Agreement,
an Obligor that delivers a Collateral Release Certificate in accordance with such Section.



     “ResCap” is defined in the preamble.



     “Second Priority Claims” means all Indebtedness, Obligations and other liabilities
(contingent or otherwise) arising under or with respect to the Second Priority Documents or any of
them; provided, however, that if the amount of Obligations constituting principal
outstanding under the Second Priority Documents is in excess of the Maximum Second Priority Amount,
then only that portion of such Obligations equal to the Maximum Second Priority Amount shall be
included in the Second Priority Claims and interest and fees with respect to such Obligations shall
only constitute Second Priority Claims to the extent related to the principal amount of Obligations
included in the Second Priority Claims. Second Priority Claims shall include all interest accrued
or accruing (or which would, absent the commencement of an Insolvency Proceeding, accrue) after the
commencement of an Insolvency Proceeding in accordance with and at the rate specified in the
relevant Second Priority Document whether or not the claim for such interest is allowed as a claim
in such Insolvency Proceeding. For the avoidance of any doubt, Second Priority Claims shall
include the fees, expenses, disbursements and indemnities of the Second Priority Collateral Agent
and, following the Discharge of First Priority Claims and until the Discharge of Second Priority
Claims has occurred, the Collateral Control Agent. To the extent any payment with respect to the
Second Priority Claims (whether by or on behalf of any Obligor, as proceeds of security,
enforcement of any right of set-off or otherwise) is declared to
be fraudulent or preferential in any respect, set aside or required to be paid to a debtor in
possession, trustee, receiver or similar Person, then the obligation or part thereof originally
intended to be satisfied shall be deemed to be reinstated and outstanding as if such payment had
not occurred.



     “Second Priority Collateral Agent” shall include, in addition to the Second Priority
Collateral Agent defined in the preamble, any successor thereto appointed by the requisite
Second Priority Secured Parties exercising substantially the same rights and powers.



     “Second Priority Collateral Documents” means, collectively, the 2010 Noteholder
Security Agreement and any document or instrument executed and delivered pursuant to any Second
Priority Document at any time or otherwise pursuant to which a Lien is granted by an Obligor to
secure (or perfect, preserve or maintain the security of) the Second Priority Claims or under which
rights or remedies with respect to any such Lien are governed, as the same may be amended,
supplemented, amended and restated or otherwise modified from time to time.



     “Second Priority Documents” means, collectively, the 2010 Indenture, the 2010 Notes,
the Second Priority Collateral Documents and any other related document or instrument executed and
delivered pursuant to any of the foregoing at any time or otherwise evidencing any Obligation
thereunder, as the same may be amended, supplemented, amended and restated or otherwise modified
from time to time.



     “Second Priority Liens” means all Liens that secure the Second Priority Claims.



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     “Second Priority Secured Parties” means the Persons holding Second Priority Claims,
including the Second Priority Collateral Agent, the 2010 Trustee and the 2010 Noteholders and, as
appropriate, the Collateral Control Agent.



     “Secured Parties” means collectively, the First Priority Secured Parties, the Second
Priority Secured Parties and the Third Priority Secured Parties.



     “Subsidiary” means, with respect to any Person, a corporation, partnership, limited
liability company or other entity of which such Person and/or its other Subsidiaries own, directly
or indirectly, such number of outstanding shares or other ownership interests as have more than 50%
of the ordinary voting power for the election of directors or other managers of such corporation,
partnership, limited liability company or other entity.



     “Third Priority Claims” means all Indebtedness, Obligations and other liabilities
(contingent or otherwise) arising under or with respect to the Third Priority Documents or any of
them. For the avoidance of any doubt, Third Priority Claims shall include the fees, expenses,
disbursements and indemnities of the Third Priority Collateral Agent and, following the Discharge
of First Priority Claims and the Discharge of Second Priority Claims, the Collateral Control Agent.



     “Third Priority Collateral Agent” shall include, in addition to the Third Priority
Collateral Agent defined in the preamble, any successor thereto appointed by the requisite
Third Priority Secured Parties exercising substantially the same rights and powers.



     “Third Priority Collateral Documents” means, collectively, the 2015 Noteholder
Security Agreement and any document or instrument executed and delivered pursuant to any Third
Priority Document at any time or otherwise pursuant to which a Lien is granted by an Obligor to
secure (or perfect, preserve or maintain the security of) the Third Priority Claims or under which
rights or remedies with respect to any such Lien are governed, as the same may be amended,
supplemented, amended and restated or otherwise modified from time to time.



     “Third Priority Documents” means, collectively, the 2015 Indenture, the 2015 Notes,
each Additional Pari Passu Third Priority Agreement, the Third Priority Collateral Documents and
any other related document or instrument executed and delivered pursuant to any of the foregoing at
any time or otherwise evidencing any Obligation thereunder, as the same may be amended,
supplemented, amended and restated or otherwise modified from time to time.



     “Third Priority Liens” means all Liens that secure the Third Priority Claims.



     “Third Priority Secured Parties” means the Persons holding Third Priority Claims,
including the Third Priority Collateral Agent, the 2015 Trustee, the 2015 Noteholders, each
Additional Third Priority Representative and the holders of Indebtedness under any Additional Pari
Passu Third Priority Agreement and, following the Discharge of First Priority Claims and the
Discharge of Second Priority Claims, the Collateral Control Agent.



     “Trustee” means either the 2010 Trustee or the 2015 Trustee, as the case may be.



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     “Unasserted Contingent Obligations” shall mean, at any time, Obligations for taxes,
costs, indemnifications, reimbursements, damages and other liabilities (except for (a) the
principal of and interest and premium (if any) on, and fees relating to, any Indebtedness and (b)
contingent reimbursement obligations in respect of amounts that may be drawn under letters of
credit) in respect of which no claim or demand for payment has been made (or, in the case of
Obligations for indemnification, no notice for indemnification has been issued by the indemnitee)
at such time.



     “Uniform Commercial Code” or “UCC” means the Uniform Commercial Code (or any
similar or equivalent legislation) as in effect in any applicable jurisdiction.



     “Use of Cash Collateral” is defined in Section 6.1.



     “Wachovia Account Control Agreements” means those certain Deposit Account Control
Agreements each dated on or near June 6, 2008, among the Collateral Control Agent, Wachovia Bank,
National Association, and each of RFC, GMAC Mortgage, ResCap, Homecomings Financial, LLC,
Residential Mortgage Real Estate Holdings, LLC, Residential Funding Real Estate Holdings LLC,
Homecomings Financial Real Estate Holdings, LLC, Passive Asset
Transactions, LLC, RFC Asset Holdings II, LLC, Developer of Hidden Springs, LLC, Equity
Investments I, LLC, DOA Holding Properties, LLC, and GMAC Model Home Finance, LLC.



     1.2 Terms Generally. The definitions of terms herein 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, document or other writing herein shall be construed as referring to
such agreement, document or other writing as from time to time amended, supplemented or otherwise
modified, (b) any reference herein to any Person shall be construed to include such Person’s
successors and assigns to the extent that such successors and assigns are permitted pursuant to the
applicable agreement, (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, (d) all references herein to Exhibits or Sections shall be
construed to refer to Exhibits or Sections of this Agreement, (e) 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 general
intangibles, (f) terms defined in the UCC but not otherwise defined herein shall have the same
meanings herein as are assigned thereto in the UCC, (g) reference to any law means such law as
amended, modified, codified, replaced or re-enacted, in whole or in part, and in effect on the date
hereof, including rules, regulations, enforcement procedures and any interpretation promulgated
thereunder and (h) underscored references to Sections or clauses shall refer to those portions of
this Agreement, and any underscored references to a clause shall, unless otherwise identified,
refer to the appropriate clause within the same Section in which such reference occurs.



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     Section 2. Lien Priorities.



     2.1 Relative Priorities.



     (a) Irrespective of the date, time, method, manner or order of grant, attachment or perfection
of any Lien granted to the First Priority Collateral Agent, the Second Priority Collateral Agent,
the Third Priority Collateral Agent, any First Priority Secured Party, any Second Priority Secured
Party, any Third Priority Secured Party or any other Person on the Collateral (including, in each
case, irrespective of whether any such Lien is granted, or secures obligations relating to the
period, before or after the commencement of any Insolvency Proceeding) and notwithstanding (i) any
provision of the UCC or any other applicable law or the Second Priority Documents or Third Priority
Documents, or any defect or deficiency in, or failure to attach or perfect any aspect or portion of
any First Priority Lien, to the contrary, (ii) the fact that any First Priority Lien may have been
subordinated, voided, avoided, invalidated or lapsed or (iii) any other circumstance whatsoever,
each of the Second Priority Collateral Agent and the 2010 Trustee, on behalf of itself and the
other Second Priority Secured Parties, hereby agrees that: (A) any Lien on the Collateral securing
the First Priority Claims now or hereafter held by the First Priority Secured Parties shall be
senior in priority to any Lien on the Collateral
securing the Second Priority Claims; and (B) any Lien on the Collateral now or hereafter
securing any Second Priority Claim regardless of how or when acquired, whether by grant, statute,
operation of law, subrogation or otherwise, shall be junior and subordinate in priority in all
respects to all Liens on the Collateral securing the First Priority Claims. All Liens on the
Collateral securing the First Priority Claims shall be and remain first in priority to all Liens on
the Collateral securing the Second Priority Claims for all purposes, whether or not such First
Priority Liens are subordinated to any Lien securing any other obligation of any Obligor.



     (b) Irrespective of the date, time, method, manner or order of grant, attachment or perfection
of any Lien granted to the First Priority Collateral Agent, the Second Priority Collateral Agent,
the Third Priority Collateral Agent, any First Priority Secured Party, any Second Priority Secured
Party, any Third Priority Secured Party or any other Person on the Collateral (including, in each
case, irrespective of whether any such Lien is granted, or secures obligations relating to the
period, before or after the commencement of any Insolvency Proceeding) and notwithstanding (i) any
provision of the UCC or any other applicable law or the Third Priority Documents, or any defect or
deficiency in, or failure to attach or perfect any aspect or portion of any First Priority Lien or
any Second Priority Lien, to the contrary, (ii) the fact that any First Priority Lien or Second
Priority Lien may have been subordinated, voided, avoided, invalidated or lapsed or (iii) any other
circumstance whatsoever, each of the Third Priority Collateral Agent, the 2015 Trustee and each
Additional Third Priority Representative, on behalf of themselves and the other Third Priority
Secured Parties, hereby agrees that: (A) (1) any Lien on the Collateral securing the First
Priority Claims now or hereafter held by the First Priority Secured Parties shall be senior in
priority to any Lien on the Collateral securing the Third Priority Claims or the Second Priority
Claims and (2) any Lien on the Collateral securing the Second Priority Claims now or hereafter held
by the Second Priority Secured Parties shall be prior to any Lien on the Collateral securing the
Third Priority Claims (but junior in priority to the First Priority Liens); and (B) (1) any Lien on
the Collateral now or hereafter securing any Third Priority Claim regardless of how or when
acquired, whether by grant, statute, operation of law, subrogation or otherwise, shall be junior
and subordinate in priority in all respects to all Liens on



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the Collateral securing the First
Priority Claims and (2) any Lien on the Collateral now or hereafter securing the Third Priority
Claims regardless of how or when acquired, whether by grant, statute, operation of law, subrogation
or otherwise, shall be junior and subordinate in priority in all respects to all Liens on the
Collateral securing the Second Priority Claims. All Liens on the Collateral securing the First
Priority Claims and the Second Priority Claims shall be and remain prior to all Liens on the
Collateral securing the Third Priority Claims for all purposes, whether or not such First Priority
Liens or Second Priority Liens are subordinated to any Lien securing any other obligation of any
Obligor.



     2.2 Prohibition on Contesting Liens. Each of the First Priority Collateral Agent, the
Second Priority Collateral Agent, the Third Priority Collateral Agent, the Lender Agent, on behalf
of itself and the other First Priority Secured Parties, the 2010 Trustee, on behalf of itself and
the other Second Priority Secured Parties, and the 2015 Trustee and each Additional Third Priority
Representative, on behalf of themselves and the other Third Priority Secured Parties, agrees that
it shall not (and hereby waives any right to) contest or support, directly or indirectly, any other
Person in contesting, in any proceeding (including any Insolvency Proceeding), the
priority, validity or enforceability of (a) the First Priority Claims or any Lien held by the
First Priority Secured Parties in the Collateral securing the First Priority Claims; (b) the Second
Priority Claims or any Liens by the Second Priority Secured Parties in the Collateral securing the
Second Priority Claims; or (c) the Third Priority Claims or any Liens by the Third Priority Secured
Parties in the Collateral securing the Third Priority Claims, as the case may be.



     2.3 No New Liens.



     So long as the Discharge of First Priority Claims has not occurred, the parties hereto agree
that the Obligors shall not (a) grant or permit any additional Lien on any asset or property to
secure any Third Priority Claim unless it has granted Liens on such asset or property to secure the
First Priority Claims and the Second Priority Claims; (b) grant or permit on any Lien on any asset
or property to secure any Second Priority Claim unless it has granted Liens on such asset or
property to secure the First Priority Claims and the Third Priority Claims; or (c) grant or permit
any additional Lien on any asset to secure any First Priority Claim unless it has granted a Lien on
such asset to secure the Second Priority Claims and the Third Priority Claims. To the extent that
the foregoing provisions are not complied with for any reason, without limiting any other rights
and remedies available to the First Priority Collateral Agent, the Lender Agent and/or the First
Priority Secured Parties, (A) each of the Second Priority Collateral Agent and the 2010 Trustee, on
behalf of itself and the other Second Priority Secured Parties, agrees that any amount 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 and (B) each of the Third Priority
Collateral Agent, the 2015 Trustee and each Additional Third Priority Representative, on behalf of
themselves and the other Third Priority Secured Parties, agrees that any amount 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 Nature of First Priority Obligations. Each of the Second Priority Collateral
Agent, the Third Priority Collateral Agent, the 2010 Trustee, on behalf of itself and the other
Second Priority Secured Parties,
and the 2015 Trustee and each Additional Third Priority
Representative on behalf of themselves and the other Third Priority Secured Parties,



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acknowledges
that a portion of the First Priority Claims are revolving in nature and that the amount thereof
that may be outstanding at any time or from time to time may be increased (subject to the
limitation specified in the definition of First Priority Claims) or reduced and subsequently
reborrowed without affecting the lien subordination or other provisions of this Agreement.



     Section 3. Enforcement.



     3.1 Exercise of Remedies.



     (a) (i) (A) So long as the Discharge of First Priority Claims has not occurred, whether or not
any Insolvency Proceeding has been commenced by or against any Obligor, none of the Second Priority
Collateral Agent, the Third Priority Collateral Agent, the other Second Priority Secured Parties or
the other Third Priority Secured Parties will exercise or seek to exercise any
rights or remedies (including the exercise of any right of setoff or any right under any
lockbox agreement, account control agreement, landlord waiver or bailee’s letter or similar
agreement or arrangement to which the Second Priority Collateral Agent, the Third Priority
Collateral Agent, any such Second Priority Secured Party or any such Third Priority Secured Party
is a party and including
the exercise of any right to direct or provide direction or orders to the
Collateral Control Agent or any account bank, securities intermediary or any other custodian as to
the disposition of the asset or property on deposit in, carried in or otherwise credited to any
deposit accounts or securities accounts), with respect to any Collateral (and hereby waive any
right to), institute any action or proceeding with respect to such rights or remedies, including
any action of foreclosure, or contest, protest or object to any foreclosure proceeding or action
brought by the First Priority Collateral Agent, the Lender Agent or any other First Priority
Secured Party, any exercise of any right under any control agreement in respect of a deposit
account, securities account, security entitlement or other investment property constituting
Collateral (including, without limitation, any right to direct or provide direction or orders to
the Collateral Control Agent or any account bank, securities intermediary or other custodian as to
the disposition of the asset or property on deposit in, carried in or otherwise credited to any
deposit accounts or securities accounts), or any bailee’s letter or similar agreement or
arrangement to which the Second Priority Collateral Agent, the Third Priority Collateral Agent, any
other Second Priority Secured Party or any other Third Priority Secured Party is a party, or any
other exercise by any such party, of any rights and remedies relating to the Collateral under the
Second Priority Documents or the Third Priority Documents or otherwise, or object to the
forbearance by the First Priority Collateral Agent, the Lender Agent or any First Priority Secured
Party from bringing or pursuing any foreclosure proceeding or action or any other exercise of any
right or remedy relating to the Collateral, in each case so long as the respective interests of the
Second Priority Secured Parties and the Third Priority Secured Parties, as the case may be, attach
to the proceeds thereof (if any) remaining after the Discharge of First Priority Claims subject to
the relative priorities described in Section 2, and (B) so long as the Discharge of Second
Priority Claims has not occurred, whether or not any Insolvency Proceeding has been commenced by or
against any Obligor, each of the Third Priority Collateral Agent and the other Third Priority
Secured Parties will not exercise or seek to exercise any rights or remedies (including the
exercise of any right of setoff or any right under any lockbox agreement, account control
agreement, landlord waiver or bailee’s letter or similar agreement or arrangement to which the
Third Priority Collateral Agent or any other Third Priority Secured Party is a party and including



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the exercise of any right to direct or provide direction or orders to the Collateral Control Agent
or any account bank, securities intermediary or any other custodian as to the disposition of the
asset or property on deposit in, carried in or otherwise credited to any deposit accounts or
securities accounts) with respect to any Collateral (and hereby waive any right to), institute any
action or proceeding with respect to such rights or remedies, including any action of foreclosure,
or contest, protest or object to any foreclosure proceeding or action brought by the Second
Priority Collateral Agent or any other Second Priority Secured Party, any exercise of any right
under any control agreement in respect of a deposit account, securities account, security
entitlement or other investment property constituting Collateral (including, without limitation,
any right to direct or provide direction or orders to the Collateral Control Agent or any account
bank, securities intermediary or any other custodian as to the disposition of the asset or property
on deposit in, carried in or otherwise credited to any deposit accounts or securities
accounts), or any bailee’s letter or similar agreement or arrangement to which the Third Priority
Collateral Agent or any other Third Priority Secured Party is a party, or any other exercise by any
such party, of any rights and remedies relating to the Collateral under the Third Priority
Documents or otherwise, or object to the forbearance by the Second Priority Collateral Agent or any
other Second Priority Secured Party from bringing or pursuing any foreclosure proceeding or action
or any other exercise of any right or remedy relating to the Collateral, in each case so long as
the respective interests of the Third Priority Secured Parties attach to the proceeds thereof (if
any) remaining after the Discharge of Second Priority Claims subject to the relative priorities
described in Section 2; and (ii) (A) so long as the Discharge of First Priority Claims has
not occurred, whether or not any Insolvency Proceeding has been commenced by or against any
Obligor, the First Priority Collateral Agent, the Lender Agent and the other First Priority Secured
Parties shall have the exclusive right to enforce rights, exercise remedies (including the exercise
of any right of setoff or any right under any lockbox agreement, account control agreement,
landlord waiver or bailee’s letter or similar agreement or arrangement to which the Second Priority
Collateral Agent, the Third Priority Collateral Agent, any other Second Priority Secured Party or
any other Third Priority Secured Party is a party and including the exercise of any right to direct
or provide direction or orders to the Collateral Control Agent or any account bank, securities
intermediary or any other custodian as to the disposition of the asset or property on deposit in,
carried in or otherwise credited to any deposit accounts or securities accounts), refrain from
enforcing or exercising remedies, and make determinations regarding release or disposition of the
Collateral without the consent of or any consultation with the Second Priority Collateral Agent,
the Third Priority Collateral Agent, any other Second Priority Secured Party or any other Third
Priority Secured Party, and (B) following the Discharge of First Priority Claims and until the
Discharge of Second Priority Claims has occurred, whether or not any Insolvency Proceeding has been
commenced by or against any Obligor, the Second Priority Collateral Agent and the other Second
Priority Secured Parties shall have the exclusive right to enforce rights, exercise remedies
(including the exercise of any right of setoff or any right under any lockbox agreement, account
control agreement, landlord waiver or bailee’s letter or similar agreement or arrangement to which
the Third Priority Collateral Agent or any other Third Priority Secured Party is a party and
including the exercise of any right to direct or provide direction or orders to the Collateral
Control Agent or any account bank, securities intermediary or any other custodian as to the
disposition of the asset or property on deposit in, carried in or otherwise credited to any deposit
accounts or securities accounts), refrain from enforcing or exercising remedies, and make
determinations regarding release or disposition of the Collateral without the consent of or any



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consultation with the Third Priority Collateral Agent or any other Third Priority Secured Party;
provided that with respect to clauses (i) and (ii) above, (1) in any
Insolvency Proceeding commenced by or against any Obligor, any Second Priority Secured Party or
Third Priority Secured Party may file a claim or statement of interest with respect to the Second
Priority Claims or the Third Priority Claims, as the case may be, (2) the Second Priority
Collateral Agent or the Third Priority Collateral Agent may take any action not adverse to the
Liens on the Collateral securing the First Priority Claims or the rights of the First Priority
Collateral Agent, the Lender Agent or any other First Priority Secured Party to exercise remedies
in respect thereof in order to establish, preserve, or perfect its rights in the Collateral and (3)
any Second Priority Secured
Party or Third Priority Secured Party shall be entitled to (u) file any necessary responsive
or defensive pleading in opposition to any motion, claim, adversary proceeding or other pleading
made by any Person objecting to or otherwise seeking the disallowance of the Second Priority Claims
or the Third Priority Claims, including without limitation any claim secured by the Collateral, if
any, in each case in accordance with the terms of this Agreement, (v) file any pleadings,
objections, motions or agreements which assert rights or interests available to unsecured creditors
of the Obligors arising under the Bankruptcy Code (including exercising the right, if any, to file
an involuntary petition against any Obligor), any similar law or any applicable non-bankruptcy law,
in each case in accordance with the terms of this Agreement, (w) exercise any rights and remedies
as an unsecured creditor against the Borrowers or any other Obligor in accordance with the Second
Priority Documents or Third Priority Documents, as the case may be, and applicable law, (x) bid
(but only for cash) for or purchase (but only for cash) Collateral at any private or judicial
foreclosure upon such Collateral initiated by any secured party in respect thereof, (y) file any
notice of or vote any claim in any Insolvency Proceeding of any Obligor but solely in accordance
with Section 6.9 of this Agreement and (z) file any proof of claim and other filings,
appear and be heard on any matter in connection therewith and make any arguments and motions that
are, in each case, in accordance with the terms of this Agreement, with respect to the Second
Priority Claims or the Third Priority Claims, as the case may be, and the Collateral and (4)
nothing herein shall be construed to limit or impair in any way the right of any Second Priority
Secured Party or Third Priority Secured Party to receive any remaining Collateral and proceeds of
Collateral after the Discharge of First Priority Claims has occurred (or, with respect to the Third
Priority Secured Parties, after both the Discharge of First Priority Claims and the Discharge of
Second Priority Claims has occurred). In exercising rights and remedies with respect to the
Collateral, the First Priority Collateral Agent, the Lender Agent or the other First Priority
Secured Parties may enforce the provisions of the First Priority Documents and exercise remedies
thereunder, all in such order and in such manner as they may determine in the exercise of their
sole discretion except that, following the Discharge of First Priority Claims and until the
Discharge of Second Priority Claims has occurred, the Second Priority Collateral Agent, the 2010
Trustee or the other Second Priority Secured Parties may enforce the provisions of the Second
Priority 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 the First Priority Collateral Agent, the Lender Agent
and the other First Priority Secured Parties (or, following the Discharge of First Priority Claims
and until the Discharge of Second Priority Claims has occurred, the Second Priority Collateral
Agent, the 2010 Trustee or the other Second Priority Secured Parties) to sell or otherwise dispose
of Collateral upon foreclosure, to incur expenses in connection with such sale or disposition, and
to exercise all the rights and remedies of a secured



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party under the UCC of any applicable
jurisdiction and of a secured creditor under bankruptcy or similar laws of any applicable
jurisdiction.



     (b) (i) Until the Discharge of First Priority Claims has occurred, each of the Second
Priority Collateral Agent, the Third Priority Collateral Agent, the 2010 Trustee, on behalf of
itself and the other Second Priority Secured Parties, and the 2015 Trustee and each Additional
Third Priority Representative, on behalf of themselves and the other Third Priority Secured
Parties, agrees that it will not, in connection with the exercise of any right or remedy
(including the exercise of any right of setoff or any right under any lockbox agreement, account
control agreement, landlord waiver or bailee’s letter or similar agreement or arrangement to which
the Second Priority Collateral Agent, the Third Priority Collateral Agent or any other Second
Priority Secured Party or Third Priority Secured Party is a party) with respect to any Collateral
(but instead shall be deemed to have hereby irrevocably, absolutely, and unconditionally waived
until after the Discharge of First Priority Claims any right to) take or receive any Collateral or
any proceeds of Collateral unless and until the Discharge of First Priority Claims has occurred.



          (ii) Following the Discharge of First Priority Claims and until the Discharge of Second
Priority Claims has occurred, each of the Third Priority Collateral Agent and the 2015 Trustee and
each Additional Third Priority Representative, on behalf of themselves and the other Third Priority
Secured Parties, agrees that it will not, in connection with the exercise of any right or remedy
(including the exercise of any right of setoff or any right under any lockbox agreement, account
control agreement, landlord waiver or bailee’s letter or similar agreement or arrangement to which
such Third Priority Collateral Agent or any other Third Priority Secured Party is a party and
including the exercise of any right to direct or provide direction or orders to the Collateral
Control Agent or any account bank, securities intermediary or any other custodian as to the
disposition of the asset or property on deposit in, carried in or otherwise credited to any deposit
accounts or securities accounts) with respect to any Collateral (but instead shall be deemed to
have hereby irrevocably, absolutely, and unconditionally waived until after the Discharge of Second
Priority Claims any right to) take or receive any Collateral or any proceeds of Collateral unless
and until the Discharge of Second Priority Claims has occurred.




          (iii) Without limiting the generality of the foregoing clauses (i) and (ii),
(A) unless and until the Discharge of First Priority Claims has occurred, except as expressly
provided in the proviso in clause (a) of Section 3.1, the sole right of the
Second Priority Collateral Agent, the Third Priority Collateral Agent, the other Second Priority
Secured Parties and the other Third Priority Secured Parties as secured parties with respect to the
Collateral is to hold a perfected Lien on the Collateral pursuant to the Second Priority Documents
or Third Priority Documents, as the case may be, for the period and to the extent granted therein
and to receive a share of the proceeds thereof, if any, after the Discharge of First Priority
Claims has occurred and (B) unless and until the Discharge of Second Priority Claims has occurred,
except as expressly provided in the proviso in clause (a) of Section 3.1,
the sole right of the Third Priority Collateral Agent and the other Third Priority Secured Parties
as secured parties with respect to the Collateral is to hold a perfected Lien on the Collateral
pursuant to the Third Priority 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 First Priority Claims and
the Discharge of Second Priority Claims have both occurred.




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     (c) (i) Each of the Obligors agree that it will not, and will not permit any of its
Subsidiaries to, in connection with the exercise of any right or remedy with respect to any
Collateral by the Second Priority Collateral Agent, the Third Priority Collateral Agent or any
other Second Priority Secured Party or Third Priority Secured Party, transfer, deliver or pay, as
applicable, to the Second Priority Collateral Agent, the Third Priority Collateral Agent or any
other Second Priority Secured Party or Third Priority Secured Party, any Collateral or any
proceeds of Collateral unless and until the Discharge of First Priority Claims has occurred.



          (ii) Each of the Obligors agree that it will not, and will not permit any of its Subsidiaries
to, in connection with the exercise of any right or remedy with respect to any Collateral by the
Third Priority Collateral Agent or any other Third Priority Secured Party, transfer, deliver or
pay, as applicable, to the Third Priority Collateral Agent or any other Third Priority Secured
Party, any Collateral or any proceeds of Collateral unless and until the Discharge of Second
Priority Claims has occurred.




     (d) (i) Each of the Second Priority Collateral Agent, the Third Priority Collateral Agent,
the 2010 Trustee, on behalf of itself and the other Second Priority Secured Parties, and the 2015
Trustee and each Additional Third Priority Representative, on behalf of themselves and the other
Third Priority Secured Parties, agrees that the Second Priority Secured Parties and the Third
Priority Secured Parties will not (and instead shall be deemed to have hereby irrevocably,
absolutely, and unconditionally waived any right to) take any action (other than as provided in
Section 3.1(a)) that would hinder or cause to delay any exercise of remedies undertaken by
the First Priority Collateral Agent, the Lender Agent or any other First Priority Secured Party
under the First Priority Documents as secured parties in respect of any Collateral, including any
sale, lease, exchange, transfer or other disposition of the Collateral, whether by foreclosure or
otherwise.



          (ii) Each of the Third Priority Collateral Agent and the 2015 Trustee and each Additional
Third Priority Representative, on behalf of themselves and the other Third Priority Secured
Parties, agrees that the Third Priority Secured Parties will not (and instead shall be deemed to
have hereby irrevocably, absolutely and unconditionally waived any right to) take any action (other
than as provided in Section 3.1(a)) that would hinder or cause to delay any exercise of
remedies undertaken by the Second Priority Collateral Agent or any other Second Priority Secured
Party under the Second Priority Documents as secured parties in respect of any Collateral,
including any sale, lease, exchange, transfer or other disposition of the Collateral, whether by
foreclosure or otherwise.




          (iii) Each of the Second Priority Collateral Agent, the Third Priority Collateral Agent, the
2010 Trustee, on behalf of itself and the other Second Priority Secured Parties, and the 2015
Trustee and each Additional Third Priority Representative, on behalf of themselves and the other
Third Priority Secured Parties, hereby irrevocably, absolutely and unconditionally waives any and
all rights it or the Second Priority Secured Parties or the Third Priority Secured Parties may have
as a junior lien creditor or otherwise (whether arising under the UCC or any other law) to object
to the manner (including by judicial foreclosure, non-judicial foreclosure, strict foreclosure or
otherwise) in which the First Priority Collateral Agent, the Lender Agent or the other holders of
First Priority Claims seek to enforce the Liens granted in any of the Collateral except that there
shall be no waiver of the obligation, if any, of the First Priority




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Collateral Agent or the Lender
Agent to dispose of the Collateral in a “commercially reasonable” manner within the meaning of any
applicable UCC.




          (iv) Each of the Third Priority Collateral Agent, the 2015 Trustee and each Additional Third
Priority Representative, on behalf of themselves and the other Third Priority Secured Parties,
hereby irrevocably, absolutely and unconditionally waives any and all rights it or the Third
Priority Secured Parties may have as a junior lien creditor or otherwise (whether arising under the
UCC or any other law) to object to the manner (including by judicial foreclosure, non-judicial
foreclosure, strict foreclosure, or otherwise) in which the Second Priority Collateral Agent, the
2010 Trustee or the other holders of Second Priority Claims seek to enforce the Liens granted in
any of the Collateral except that there shall be no waiver of the obligation, if any, of the Second
Priority Collateral Agent or the 2010 Trustee to dispose of the Collateral in a “commercially
reasonable” manner within the meaning of any applicable UCC.




     (e) (i) Each of the Second Priority Collateral Agent, the Third Priority Collateral Agent,
the 2010 Trustee, on behalf of itself and the other Second Priority Secured Parties, and the 2015
Trustee and each Additional Third Priority Representative, on behalf of themselves and the other
Third Priority Secured Parties, hereby acknowledges and agrees that no covenant, agreement or
restriction contained in the Second Priority Collateral Documents or any other Second Priority
Noteholder Document (other than this Agreement) or in the Third Priority Collateral Documents or
any other Third Priority Document (other than this Agreement) is intended to restrict in any way
the rights and remedies of the First Priority Collateral Agent, the Lender Agent or the First
Priority Secured Parties with respect to the Collateral as set forth in this Agreement and the
First Priority Documents.



          (ii) Each of the Third Priority Collateral Agent and the 2015 Trustee and each Additional
Third Priority Representative, on behalf of themselves and the other Third Priority Secured
Parties, hereby acknowledges and agrees that no covenant, agreement or restriction contained in the
Third Priority Collateral Documents or any other Third Priority Document (other than this
Agreement) is intended to restrict in any way the rights and remedies of the Second Priority
Collateral Agent or any other Second Priority Secured Party with respect to the Collateral as set
forth in this Agreement and the Second Priority Documents.




     3.2 Cooperation. Subject to the proviso in Section 3.1(a), (a) each
of the Second Priority Collateral Agent, the Third Priority Collateral Agent, the 2010 Trustee, on
behalf of itself and the other Second Priority Secured Parties, and the 2015 Trustee and each
Additional Third Priority Representative, on behalf of themselves and the other Third Priority
Secured Parties, agrees that, unless and until the Discharge of First Priority Claims has occurred,
it will not, and shall be deemed to have waived any right to, commence, or join with any Person in
commencing any enforcement, collection, execution, levy or foreclosure action or proceeding with
respect to any Lien held by it under any Second Priority Document or Third Priority Document, as
the case may be; and (b) each of the Third Priority Collateral Agent and the 2015 Trustee and each
Additional Third Priority Representative, on behalf of themselves and the other Third Priority
Secured Parties, agrees that, unless and until the Discharge of Second Priority Claims has
occurred, it will not, and shall be deemed to have waived any right to, commence, or join with any
Person in commencing any enforcement, collection, execution, levy or foreclosure action or
proceeding with respect to any Lien held by it under any Third Priority Document.



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     3.3 Notices of Default. Each Collateral Agent, the Lender Agent, each Trustee and
each Additional Third Priority Representative will provide such information as it may have to the
others as the others may from time to time reasonably request concerning the status of the exercise
of any enforcement action against the Collateral, and each Collateral Agent, the Lender Agent, each
Trustee and each Additional Third Priority Representative shall be available on a reasonable basis
during normal business hours to review with each other alternatives available in exercising such
rights; provided that the failure of any of them to do any of the foregoing shall not
affect the relative priorities of the First Priority Liens, the Second Priority Liens or the Third
Priority Liens as provided herein or the validity or effectiveness of any notice or demand as
against any Obligor. The Obligors hereby consent and agree to each Collateral Agent, the Lender
Agent, each Trustee and each Additional Third Priority Representative, providing any such
information to the other and to such actions by any of them and waives any right or claim against
any of them arising as a result of such information or actions.



     Section 4. Payments.



     4.1 Application of Proceeds.



     (a) As long as the Discharge of First Priority Claims has not occurred, whether or not any
Insolvency Proceeding has been commenced by or against any Obligor, the cash proceeds of Collateral
received in connection with the sale or other disposition of, or collection on, such Collateral
upon the exercise of remedies, shall, after payment of all outstanding fees, expenses (including
reasonable fees and expenses of counsel), disbursements and indemnities of the First Priority
Collateral Agent and the Collateral Control Agent, be delivered by the First Priority Collateral
Agent or the Collateral Control Agent to the Lender Agent for application against the First
Priority Claims in such order as the Lender Agent may determine in its sole discretion until the
Discharge of First Priority Claims has occurred. Upon the Discharge of First Priority Claims, (i)
the Lender Agent shall promptly deliver to the First Priority Collateral Agent (with copies to the
Second Priority Collateral Agent, the Third Priority Collateral Agent, the Collateral Control
Agent, the 2010 Trustee, the 2015 Trustee and each other Additional Third Priority Representative)
a written notice stating that the Discharge of First Priority Claims has occurred and (ii) promptly
following receipt of such notice in clause (i), the First Priority Collateral Agent or
Lender Agent as applicable shall deliver at the joint and several cost of the Obligors to the
Second Priority Collateral Agent for distribution to the 2010 Trustee for the benefit of the Second
Priority Secured Parties (or, following the Discharge of Second Priority Claims, shall deliver to
the Third Priority Collateral Agent for distribution to the 2015 Trustee and the Additional Third
Party Representatives for the benefit of the Third Priority Secured Parties in accordance with the
2015 Noteholder Security Agreement) any proceeds of Collateral held by it in the same form as
received, with any necessary endorsement or as a court of competent jurisdiction may otherwise
direct.



     (b) Following the Discharge of First Priority Claims and until the Discharge of Second
Priority Claims has occurred, whether or not any Insolvency Proceeding has been commenced by or
against any Obligor, the cash proceeds of Collateral received in connection with the sale or other
disposition of, or collection on, such Collateral upon the exercise of
remedies, shall, after payment of all outstanding fees, expenses (including reasonable fees
and expenses of counsel), disbursements and indemnities of the Second Priority Collateral Agent and



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the Collateral Control Agent, be delivered by the Second Priority Collateral Agent or Collateral
Control Agent to the 2010 Trustee for application against the Second Priority Claims in such order
as is specified in the 2010 Indenture until the Discharge of Second Priority Claims has occurred.
Upon the Discharge of Second Priority Claims, (i) the 2010 Trustee shall promptly deliver to the
Second Priority Collateral Agent (with copies to the Third Priority Collateral Agent, the
Collateral Control Agent, the 2015 Trustee and each other Additional Third Priority Representative)
a written notice stating that the Discharge of Second Priority Claims has occurred and (ii)
promptly following receipt of such notice in clause (i), the Second Priority Collateral
Agent shall deliver at the joint and several cost of the Obligors to the Third Priority Collateral
Agent any proceeds of Collateral held by it in the same form as received, with any necessary
endorsement or as a court of competent jurisdiction may otherwise direct.



     4.2 Payments Over.



     (a) So long as the Discharge of First Priority Claims has not occurred, whether or not any
Insolvency Proceeding has been commenced by or against any Obligor, any Collateral or proceeds
thereof (including assets or proceeds subject to Liens referred to in the final sentence of
Section 2.3(a)) received by the Second Priority Collateral Agent, the Third Priority
Collateral Agent, any other Second Priority Secured Party or any other Third Priority Secured Party
in connection with the exercise of any right or remedy (including set-off) relating to the
Collateral in contravention of this Agreement or any distribution received on account of or by
virtue of any Lien on the Collateral in any Insolvency Proceeding (including any distribution on
account of or otherwise by virtue of any Lien on the Collateral under any Plan of Reorganization)
shall, upon receiving appropriate written direction from the Lender Agent, be segregated and held
in trust and forthwith paid over to the First Priority Collateral Agent for the benefit of the
First Priority Secured Parties in the same form as received, with any necessary endorsement, or as
a court of competent jurisdiction may otherwise direct. The First Priority Collateral Agent is
hereby authorized to make any such endorsement as agent for the Second Priority Collateral Agent,
the Third Priority Collateral Agent or any other Second Priority Secured Party or Third Priority
Secured Party. This authorization is coupled with an interest and is irrevocable until the
Discharge of First Priority Claims has occurred.



     (b) Following the Discharge of First Priority Claims and until the Discharge of Second
Priority Claims has occurred, whether or not any Insolvency Proceeding has been commenced by or
against any Obligor, any Collateral or proceeds thereof (including assets or proceeds subject to
Liens referred to in the final sentence of Section 2.3(b)) received by the Third Priority
Collateral Agent or any other Third Priority Secured Party in connection with the exercise of any
right or remedy (including set-off) relating to the Collateral in contravention of this Agreement
or any distribution received on account of or by virtue of any Lien on the Collateral in any
Insolvency Proceeding (including any distribution on account of or otherwise by virtue of any Lien
on the Collateral under any Plan of Reorganization) shall, upon receiving appropriate written
direction from the 2010 Trustee, be segregated and held in trust and forthwith paid over to the
Second Priority Collateral Agent for the benefit of the Second Priority Secured
Parties in the same form as received, with any necessary endorsement, or as a court of
competent jurisdiction may otherwise direct. The Second Priority Collateral Agent is hereby
authorized to make any such endorsement as agent for the Third Priority Collateral Agent or any
other Third



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Priority Secured Party. This authorization is coupled with an interest and is
irrevocable until the Discharge of Second Priority Claims has occurred.



     Section 5. Other Agreements.



     5.1 Releases.



     (a) If, in connection with (i) the exercise of any remedies by the First Priority Collateral
Agent or any other First Priority Secured Party in respect of the Collateral provided for in
Section 3.1, including any sale, lease, exchange, transfer or other disposition of any such
Collateral or (ii) any sale, lease, exchange, transfer or other disposition of any Collateral
(other than to another Obligor) permitted under the terms of the First Priority Documents, the
Second Priority Documents and the Third Priority Documents (in each case, as in effect on the date
hereof), the First Priority Collateral Agent, on behalf of itself and the other First Priority
Secured Parties, releases any of its Liens on any part of the Collateral, the Lien of the Second
Priority Collateral Agent for the benefit of the Second Priority Secured Parties on such Collateral
(but not on any proceeds of such Collateral not required to be paid to the First Priority Secured
Parties for application to the First Priority Claims) and the Lien of the Third Priority Collateral
Agent for the benefit of the Third Priority Secured Parties on such Collateral (but not on any
proceeds of such Collateral not required to be paid to the First Priority Secured Parties for
application to the First Priority Claims) shall in each case be automatically and unconditionally
released with no further consent or action of any Person, and each of the Second Priority
Collateral Agent, the Third Priority Collateral Agent, the 2010 Trustee, on behalf of itself and
the other Second Priority Secured Parties, and the 2015 Trustee and each Additional Third Priority
Representative, on behalf of themselves and the other Third Priority Secured Parties, shall
promptly execute and deliver, at the joint and several expense of the Obligors, to the First
Priority Collateral Agent and the Lender Agent and the Obligors such termination statements,
releases and other documents as the First Priority Collateral Agent, the Lender Agent and the
Obligors may reasonably request to effectively confirm such release at the joint and several
expense of the Obligors.



     (b) Following the Discharge of First Priority Claims if, in connection with (i) the exercise
of any remedies by the Second Priority Collateral Agent or the 2010 Trustee or any other Second
Priority Secured Party in respect of the Collateral provided for in Section 3.1, including
any sale, lease, exchange, transfer or other disposition of any such Collateral or (ii) any sale,
lease, exchange, transfer or other disposition of any Collateral (other than to another Obligor)
permitted under the terms of the Second Priority Documents and the Third Priority Documents (in
each case, as in effect on the date hereof), the Second Priority Collateral Agent, on behalf of
itself and the other Second Priority Secured Parties, releases any of its Liens on any part of the
Collateral, the Lien of the Third Priority Collateral Agent for the benefit of the Third Priority
Secured Parties on such Collateral (but not on any proceeds of such Collateral not required to be
paid to the Second Priority Secured Parties for application to the Second Priority Claims) shall be
automatically and unconditionally released with no further consent or action of
any Person, and each of the Third Priority Collateral Agent and the 2015 Trustee and each
Additional Third Priority Representative, on behalf of themselves and the other Third Priority
Secured Parties, shall promptly execute and deliver, at the joint and several expense of the
Obligors, to the Second Priority Collateral Agent and the 2010 Trustee and the Obligors such
termination statements, releases and other documents as the Second Priority Collateral Agent, the



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2010 Trustee and the Obligors may reasonably request to effectively confirm such release at the
joint and several expense of the Obligors.



     (c) Until the Discharge of First Priority Claims occurs, each of the Second Priority
Collateral Agent, the Third Priority Collateral Agent, the 2010 Trustee, on behalf of itself and
the other Second Priority Secured Parties, and the 2015 Trustee and each Additional Third Priority
Representative, on behalf of themselves and the other Third Priority Secured Parties, hereby
irrevocably constitutes and appoints the First Priority Collateral Agent and any officer or agent
of the First Priority Collateral 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 Person or
in the First Priority Collateral Agent’s own name, from time to time in the First Priority
Collateral Agent’s discretion (as directed by the Lender Agent in writing), 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 releases, documents and instruments which may be necessary to accomplish the
purposes of this Section 5.1, including any financing statements, mortgage releases,
intellectual property releases, endorsements or other instruments of transfer or release.



     (d) Following the Discharge of First Priority Claims and until the Discharge of Second
Priority Claims occurs, each of the Third Priority Collateral Agent, the 2015 Trustee and each
Additional Third Priority Representative, on behalf of themselves and the other Third Priority
Secured Parties, hereby irrevocably constitutes and appoints the Second Priority Collateral Agent
and any officer or agent of the Second Priority Collateral 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 Third Priority Collateral Agent or Third Priority Secured Party or in the Second
Priority Collateral Agent’s own name, from time to time in the Second Priority Collateral Agent’s
discretion (as directed by the 2010 Trustee in writing), 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
releases, documents and instruments which may be necessary to accomplish the purposes of this
Section 5.1, including any financing statements, mortgage releases, intellectual property
releases, endorsements or other instruments of transfer or release.



     5.2 Insurance.



     (a) Unless and until the Discharge of First Priority Claims has occurred, the First Priority
Collateral Agent, the Lender Agent and the other holders of First Priority Claims shall have the
sole and exclusive right, subject to the rights of the Obligors under the Facility Documents, to
adjust settlement for any award under any insurance policy relating to an insured loss in respect
of Collateral and to approve any award granted in any condemnation or similar proceeding affecting
the Collateral. Following the Discharge of First Priority Claims and until such time that the
Discharge of Second Priority Claims has occurred, the Second Priority
Collateral Agent, the 2010 Trustee and the other holders of Second Priority Claims shall have
the sole and exclusive right, subject to the rights of the Obligors under the Second Priority
Documents, to adjust settlement for any award under any insurance policy relating to an insured
loss relating to the Collateral and to approve any award granted in any condemnation or similar
proceeding affecting the Collateral.



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     (b) Unless and until the Discharge of First Priority Claims has occurred, all proceeds of any
such insurance policy and any such award if in respect to the Collateral shall, after payment of
all outstanding fees, expenses (including reasonable fees and expenses of counsel), disbursements
and indemnities of the First Priority Collateral Agent and the Collateral Control Agent, be
delivered by the First Priority Collateral Agent to the Lender Agent for benefit of the First
Priority Secured Parties to the extent required under the Loan Agreement and pursuant to the terms
of the First Priority Documents; and thereafter, following the Discharge of First Priority Claims
and until the Discharge of Second Priority Claims has occurred, and after payment of all
outstanding fees, expenses (including reasonable fees and expenses of counsel), disbursements and
indemnities of the Second Priority Collateral Agent and the Collateral Control Agent, be delivered
by the Second Priority Collateral Agent to the 2010 Trustee for the benefit of the Second Priority
Secured Parties to the extent required under the applicable Second Priority Documents; and
following the Discharge of First Priority Claims and Second Priority Claims, and after payment of
all outstanding fees, expenses (including reasonable fees and expenses of counsel), disbursements
and indemnities of the Third Priority Collateral Agent and the Collateral Control Agent, be
delivered by the Third Priority Collateral Agent to the 2015 Trustee and the Additional Third
Priority Representatives in accordance with the 2015 Noteholder Security Agreement; and finally, to
the owner of the subject property or as a court of competent jurisdiction may otherwise direct.



     (c) Unless the Discharge of First Priority Claims has occurred, if the Second Priority
Collateral Agent, the Third Priority Collateral Agent or any other Second Priority Secured Party or
Third Priority Secured Party shall, at any time, receive any proceeds of any such insurance policy
or any such award or payment thereunder in contravention of this Agreement, it shall pay such
proceeds, award or payment over to the First Priority Collateral Agent in accordance with
Section 4.2.



     (d) Following the Discharge of First Priority Claims and until the Discharge of Second
Priority Claims has occurred, if the Third Priority Collateral Agent or any other Third Priority
Secured Party shall, at any time, receive any proceeds of any insurance policy or any award or
payment thereunder in contravention of this Agreement, it shall pay such proceeds, award or payment
over to the Second Priority Collateral Agent in accordance with Section 4.2.



     5.3 Amendments to Second Priority Documents and Third Priority Documents, etc.



     (a) Unless and until the Discharge of First Priority Claims has occurred, without the prior
written consent of the Lender Agent (and the First Priority Collateral Agent and the Collateral
Control Agent, to the extent an amendment, supplement or modification would affect its respective
rights, protections or obligations), no Second Priority Collateral Document or Third
Priority Collateral Document may be amended, supplemented or otherwise modified or entered
into to the extent such amendment, supplement or modification, or the terms of any new Second
Priority Collateral Document or Third Priority Collateral Document, would contravene any of the
terms of this Agreement or the First Priority Documents. Following the Discharge of First
Priority Claims and until the Discharge of Second Priority Claims has occurred, no Third Priority
Collateral Document may be amended, supplemented or otherwise modified or entered into to the
extent such amendment, supplement or modification, or the terms of any new Third Priority



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Collateral Document, would contravene any of the terms of this Agreement or the Second Priority
Documents.



     (b) The 2010 Trustee agrees that each Second Priority Collateral Document granting a Lien on
any Collateral shall include the following language (or similar language satisfactory to the Lender
Agent):




“Notwithstanding anything herein to the contrary, the lien and security interest
granted to [the Second Priority Collateral Agent] pursuant to this Agreement and the
exercise of any right or remedy by [the Second Priority Collateral Agent] hereunder
are subject to the provisions of the Intercreditor Agreement, dated as of June 6,
2008 (as amended, supplemented, amended and restated or otherwise modified from time
to time, the “Intercreditor Agreement”), among Wells Fargo Bank, N.A., in
its capacity as First Priority Collateral Agent, Wells Fargo Bank, N.A., in its
capacity as Second Priority Collateral Agent, Wells Fargo Bank, N.A., in its
capacity as Third Priority Collateral Agent and the other parties thereto. In the
event of any conflict between the terms of the Intercreditor Agreement and this
Agreement, the terms of the Intercreditor Agreement shall govern and control.”


In addition, the 2015 Trustee agrees that each Third Priority Collateral Document granting a Lien
on any Collateral shall include the following language (or similar language satisfactory to the
Lender Agent):





“Notwithstanding anything herein to the contrary, the lien and security interest
granted to [the Third Priority Collateral Agent] pursuant to this Agreement and the
exercise of any right or remedy by [the Third Priority Collateral Agent] hereunder
are subject to the provisions of the Intercreditor Agreement, dated as of June 6,
2008 (as amended, supplemented, amended and restated or otherwise modified from time
to time, the “Intercreditor Agreement”), among Wells Fargo Bank, N.A., in
its capacity as First Priority Collateral Agent, Wells Fargo Bank, N.A., in its
capacity as Second Priority Collateral Agent, Wells Fargo Bank, N.A., in its
capacity as Third Priority Collateral Agent, and the other parties thereto. In the
event of any conflict between the terms of the Intercreditor Agreement and this
Agreement, the terms of the Intercreditor Agreement shall govern and control.”



     (c) Unless and until the Discharge of First Priority Claims has occurred, in the event the
First Priority Collateral Agent or the Lender Agent enters into any amendment, waiver or consent in
respect of any First Priority Collateral Document for the purpose of adding to, or deleting from,
or waiving or consenting to any departure from any provision of, any First Priority Collateral
Document or changing in any manner the rights of the First Priority Collateral Agent, the Lender
Agent, the other First Priority Secured Parties or the Obligors thereunder, then such amendment,
waiver or consent shall apply automatically to any comparable provision of each Comparable
Noteholder Collateral Document without the consent of the Second Priority Collateral Agent, the
Third Priority Collateral Agent, any Trustee, and any Additional Third Priority Representative, the
Second Priority Secured Parties or the Third Priority Secured Parties



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and without any action by any
of them or any Obligor; provided that (i) no such amendment, waiver or consent shall have
the effect of (A) removing assets subject to the Lien of the Second Priority Collateral Documents
or Third Priority Collateral Documents, except to the extent that a release of such Lien is
permitted by Section 5.1 and provided there is a corresponding release of the Lien securing
the First Priority Claims, (B) imposing duties or adding liabilities on the Second Priority
Collateral Agent, Third Priority Collateral Agent, any other Second Priority Secured Party or any
other Third Priority Secured Party without its consent or (C) permitting other Liens on the
Collateral which are prohibited under the terms of the 2010 Indenture (as in effect on the date
hereof), the 2015 Indenture (as in effect on the date hereof) or Section 6, (ii) any such
amendment, waiver or consent that materially and adversely affects the rights of the Second
Priority Collateral Agent, the Third Priority Collateral Agent, any other Second Priority Secured
Party or any other Third Priority Secured Party (and not the First Priority Secured Parties in a
like or similar manner) shall not apply to the Second Priority Collateral Documents without the
consent of the Second Priority Collateral Agent (acting at the written direction of the 2010
Trustee (itself acting at the direction of the holders of a majority of the aggregate principal
amount of the Second Priority Claims)) and shall not apply to the Third Priority Collateral
Documents without the consent of the Third Priority Collateral Agent (acting at the written
direction of the requisite Third Priority Secured Parties in accordance with the Third Priority
Security Agreements), and (iii) notice of such amendment, waiver or consent shall have been given
by the Lender Agent to the Second Priority Collateral Agent (unless it is the same Person as the
First Priority Collateral Agent), the Third Priority Collateral Agent (unless it is the same Person
as the First Priority Collateral Agent), each Trustee and any Additional Third Priority
Representative within 10 Business Days after the effective date thereof; provided,
further, that (x) nothing contained in this clause (c) shall impair the rights of
the First Priority Collateral Agent, the Lender Agent and the holders of First Priority Claims, or
the obligations and agreements of the Second Priority Collateral Agent, the Third Priority
Collateral Agent, the other Second Priority Secured Parties and the other Third Priority Secured
Parties, under Sections 3 and 5.1 and (y) the First Priority Collateral Documents,
the Second Priority Collateral Documents and the Third Priority Collateral Documents may, without
the consent of any Second Priority Secured Party or the Third Priority Secured Party, be amended or
modified pursuant to this Section 5.3(c) to secure additional extensions of credit and add
additional secured creditors as long as such amendments or modifications do not violate the express
provisions of the Indentures or any other Second Priority Document or Third Priority Document.



     (d) Following the Discharge of First Priority Claims and until the Discharge of Second
Priority Claims has occurred, in the event the Second Priority Collateral Agent or the 2010 Trustee
enters into any amendment, waiver or consent in respect of any Second Priority Collateral Document
for the purpose of adding to, or deleting from, or waiving or consenting to any departure from any
provision of, any Second Priority Collateral Document or changing in any manner the rights of the
Second Priority Collateral Agent, the 2010 Trustee, the other Second Priority Secured Parties or
the Obligors thereunder, then such amendment, waiver or consent shall apply automatically to any
comparable provision of each Comparable Noteholder Collateral Document in respect of the Third
Priority Collateral Documents without the consent of the Third Priority Collateral Agent, the 2015
Trustee, any Additional Third Priority Representative or any other Third Priority Secured Party and
without any action by any of them or any Obligor; provided that (i) no such amendment,
waiver or consent shall have the effect of (A) removing assets subject to the Lien of the Third
Priority Collateral Documents, except to the



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extent that a release of such Lien is permitted by
Section 5.1 and provided there is a corresponding release of the Lien securing the Second
Priority Claims, (B) imposing duties or adding liabilities on the 2015 Trustee, any Additional
Third Priority Representative, the Third Priority Collateral Agent or any other Third Priority
Secured Party without its consent or (C) permitting other Liens on the Collateral which are
prohibited under the terms of the 2015 Indenture (as in effect on the date hereof) or Section
6, (ii) any such amendment, waiver or consent that materially and adversely affects the rights
of the Third Priority Collateral Agent, the 2015 Trustee, any Additional Third Priority
Representative or any other Third Priority Secured Party (and not Second Priority Security Parties
in a like or similar manner) shall not apply to the Third Priority Collateral Documents without the
consent of the Third Priority Collateral Agent (acting at the written direction of the requisite
Third Priority Secured Parties in accordance with the Third Priority Security Documents), and (iii)
notice of such amendment, waiver or consent shall have been given in writing by the 2010 Trustee to
the Third Priority Collateral Agent (unless it is the same Person as the Second Priority Collateral
Agent), the 2015 Trustee and each Additional Third Priority Representative within 10 Business Days
after the effective date thereof; provided, further, that (x) nothing contained in
this clause (d) shall impair the rights of the Second Priority Collateral Agent, the 2010
Trustee and the holders of Second Priority Claims, or the obligations and agreements of the Third
Priority Collateral Agent and the other Third Priority Secured Parties, under Sections 3
and 5.1 and (y) the Second Priority Collateral Documents and the Third Priority Collateral
Documents may, without the consent of any Third Priority Secured Party, be amended or modified
pursuant to this Section 5.3(d) to secure additional extensions of credit and add
additional secured creditors as long as such amendments or modifications do not violate the express
provisions of the 2015 Indenture or any other Third Priority Document.



     (e) The First Priority Documents may be amended, supplemented or otherwise modified in
accordance with their terms and the Loan Agreement may be refinanced, in each case, without notice
to, or the consent of the Second Priority Collateral Agent, the Trustees, any Additional Third
Priority Representative, the other Second Priority Secured Parties or the other Third Priority
Secured Parties subject to the terms hereof, all without affecting the lien subordination or other
provisions of this Agreement.



     (f) Subject to Section 5.3, the Second Priority Documents may be amended, supplemented
or otherwise modified in accordance with their terms and the 2010 Notes may be refinanced, in each
case, without notice to, or the consent of the Third Priority Collateral Agent, the 2015 Trustee,
any Additional Third Priority Representative or the other Third Priority Secured Parties subject to
the terms hereof, all without affecting the lien subordination or other provisions of this
Agreement.



     (g) Without the written consent of the Lender Agent, none of the Second Priority Collateral
Agent, Third Priority Collateral Agent, any other Second Priority Secured Party or any other Third
Priority Secured Party will be entitled to agree (and none of them will agree) to any amendment to
or modification of, or consent to any waiver of departure from, the Second Priority Documents or
the Third Priority Documents, whether in a refinancing or otherwise, that is prohibited by or in
contravention of the First Priority Documents as in effect on the date hereof or this Agreement.



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     (h) Without the written consent of the 2010 Trustee, none of the Third Priority Collateral
Agent, 2015 Trustee, any Additional Third Priority Representative or any other Third Priority
Secured Party will be entitled to agree (and none of them will agree) to any amendment to or
modification of, or consent to any waiver of departure from, the Third Priority Documents, whether
in a refinancing or otherwise, that is prohibited by or in contravention of the Second Priority
Documents as in effect on the date hereof or this Agreement.



     (i) Unless and until the Discharge of First Priority Claims has occurred, (i) the Second
Priority Secured Parties shall not consent to the release of any Second Priority Lien on any
Collateral without the written consent of the Lender Agent except for releases pursuant to Section
8.04(a)(i) or (ii) or Section 8.04(b) of the 2010 Indenture, and (ii) the Third Priority Secured
Parties shall not consent to the release of any Third Priority Lien on any Collateral without the
written consent of the Lender Agent except for releases pursuant to Section 8.04(a)(i) or (ii) or
Section 8.04(b) of the 2015 Indenture and any equivalent provision of any Additional Pari Passu
Third Priority Agreement.



     (j) Following the Discharge of First Priority Claims and until the Discharge of Second
Priority Claims has occurred, the Third Priority Secured Parties shall not consent to the release
of any Third Priority Lien on any Collateral without the consent of the 2010 Trustee except for
releases pursuant to Section 8.04(a)(i) or (ii) or Section 8.04(b) of the 2015 Indenture and any
equivalent provision of any Additional Pari Passu Third Priority Agreement.



     5.4 Rights as Unsecured Creditors. Notwithstanding anything to the contrary in this
Agreement, the Second Priority Secured Parties and the Third Priority Secured Parties may exercise
rights and remedies as unsecured creditors against the Obligors in accordance with the terms of the
Second Priority Documents or the Third Priority Documents, as the case may be, and applicable law
only to the extent set forth in the proviso of Section 3.1(a) hereof. Nothing in this
Agreement shall prohibit the receipt by any Second Priority Secured Priority or Third Priority
Secured Party of any payment of interest and principal on the Second Priority Claims or Third
Priority Claims so long as such receipt is not (a) the direct or indirect result of the exercise
by any Second Priority Secured Party or Third Priority Secured Party of rights and remedies as
a secured creditor in respect of the Second Priority Claims or Third Priority Claims or enforcement
of any Second Priority Lien or Third Priority Lien, in either case in contravention of this
Agreement, or (b) a distribution in any Insolvency Proceeding on account of or otherwise by virtue
of any Second Priority Lien or Third Priority Lien (including any distribution on account of or
otherwise by virtue of any Lien on the Collateral under any Plan of Reorganization). In the event
that any Second Priority Secured Party or Third Priority Secured Party becomes a judgment lien
creditor in respect of Collateral as a result of its enforcement of its rights as an unsecured
creditor in respect of the Second Priority Claims or Third Priority Claims, such judgment lien
shall be subject to the terms of this Agreement (including in relation to the First Priority Liens
and the First Priority Claims and including in relation to the Second Priority Liens and Second
Priority Claims) to the same extent as the other Liens securing the Second Priority Claims (created
pursuant to the Second Priority Collateral Documents) or Third Priority Claims (created pursuant to
the Third Priority Collateral Documents), as the case may be, are subject to the terms of this
Agreement. Nothing in this Agreement modifies any right or remedy the holders of First Priority
Claims or, after the Discharge of First Priority Claims has occurred, the holders of Second
Priority Claims may have with respect to the Collateral.



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     5.5 Bailee for Perfection; Collateral Control Agent.



     (a) The First Priority Collateral Agent hereby acknowledges that, to the extent that it holds,
or a third party holds on its behalf, physical possession over Collateral pursuant to any of the
First Priority Collateral Documents (any such Collateral, as updated from time to time in
accordance with the relevant Collateral Document, the “Bailment Collateral”), such
possession or control is also held as a bailee for, on behalf of and for the benefit of the Second
Priority Collateral Agent (as collateral agent for the Second Priority Secured Parties) and for the
benefit of the Third Priority Collateral Agent (as collateral agent for the Third Priority Secured
Parties), such bailment being intended, among other things, to satisfy the requirements of Sections
8-301(a)(2) and 9-313(c) of the UCC, and in each case solely to the extent required to perfect and
enforce their security interests in such Bailment Collateral. Nothing in the preceding sentence
shall be construed to impose any duty on the First Priority Collateral Agent, the Lender Agent or
any First Priority Secured Party (or any third party acting on their behalf) with respect to such
Bailment Collateral or provide the Second Priority Collateral Agent, the Third Priority Collateral
Agent, any other Second Priority Secured Party or any other Third Priority Secured Party with any
rights with respect to such Bailment Collateral beyond those specified in this Agreement or the
Second Priority Collateral Documents or Third Priority Collateral Documents (it being
understood that the First Priority Collateral Agent’s duty under this Section 5.5(a)
shall be limited solely to holding any such Collateral as bailee); provided that promptly
following the Discharge of First Priority Claims, the First Priority Collateral Agent (upon the
written direction of the Lender Agent) shall deliver to the Second Priority Collateral Agent, at
the Obligors’ joint and several cost and expense, such Bailment Collateral in its possession
together with any necessary endorsements or direct and deliver such Collateral as a court of
competent jurisdiction may otherwise direct (and the Second Priority Collateral Agent will hold the
same as bailee for, on behalf of and for the benefit of the Third Priority Secured Parties on the
same terms as specified above in this Section 5.5(a)); provided, further,
that promptly following the Discharge
of Second Priority Claims, the Second Priority Collateral Agent (upon the written direction of
the 2010 Trustee) shall deliver to the Third Priority Collateral Agent, at the Obligors’ joint and
several cost and expense, such Collateral in its possession together with any necessary
endorsements or direct and deliver such Collateral as a court of competent jurisdiction may
otherwise direct.



     (b) Each Obligor hereby grants to the Collateral Control Agent a security interest in the
Controlled Collateral to secure the First Priority Claims, the Second Priority Claims and the Third
Priority Claims, and in each case such claims shall be subject to the relative priorities and the
other provisions set forth herein. Without limiting the generality of the foregoing, it is agreed
that distributions on account of or by virtue of such security interest are subject to the relative
priorities and the other provisions set forth herein and that such grant to the Collateral Control
Agent (or any similar provision of any Collateral Document) is in no manner intended to (or shall
be deemed to) alter in any manner whatsoever (i) the distinct nature or character of each of the
First Priority Claims (and the accompanying First Priority Liens granted in the First Priority
Collateral Documents), the Second Priority Claims (and the accompanying Second Priority Liens
granted in the Second Priority Collateral Documents), or the Third Priority Claims (and the
accompanying Third Priority Liens granted in the Third Priority Collateral Documents), (ii) the
sole exclusive right of the First Priority Secured Parties to direct the Collateral Control Agent
until the Discharge of First Priority Claims has occurred regarding the Controlled Collateral



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(including the disposition thereof, the exercise of rights and remedies with respect thereto and
application of proceeds thereof), and (iii) following the Discharge of First Priority Claims and
until the Discharge of Second Priority Claims has occurred, the sole exclusive right of the Second
Priority Secured Parties to direct the Collateral Control Agent regarding the Controlled Collateral
(including the disposition thereof, the exercise of rights and remedies with respect thereto and
application of proceeds thereof). As used herein, (i) “Collateral Control Agent” means
Wells Fargo Bank, N.A., acting in its capacity as the collateral agent for each of the First
Priority Collateral Agent, the Second Priority Collateral Agent and the Third Priority Collateral
Agent for purposes of this Section 5.5(b); and (ii) “Controlled Collateral” means
that portion of the Collateral consisting of “deposit accounts” or “securities accounts” or
Property deposited or carried therein or credited thereto, each as defined in the UCC. In addition
to the foregoing, the parties hereto agree that the Collateral Control Agent will be acting as
collateral agent on behalf of the First Priority Collateral Agent, the Second Priority Collateral
Agent and the Third Priority Collateral Agent under (A) any agreement or document executed to
effect a pledge of any equity interests of a Subsidiary organized under the laws of Mexico, Brazil
or Chile and (B) any control agreement entered into by the Collateral Control Agent with respect to
the Controlled Collateral. Consistent with the foregoing, but subject to the terms of this
Agreement, the Collateral Control Agent shall (x) prior to the Discharge of First Priority Claims,
have all of the same rights (including rights of foreclosure and enforcement), remedies,
protections, duties and responsibilities given to the First Priority Collateral Agent, including
the rights of a secured creditor under the UCC, pursuant to the terms of the First Priority
Collateral Documents, but only with respect solely to the Controlled Collateral, (y) following the
Discharge of First Priority Claims and until the Discharge of Second Priority Claims have occurred,
have all of the same rights (including rights of foreclosure and enforcement), remedies,
protections, duties and
responsibilities given to the Second Priority Collateral Agent, including the rights of a
secured creditor under the UCC, pursuant to the terms of the Second Priority Collateral Documents,
but only with respect solely to the Controlled Collateral, and (z) following the Discharge of First
Priority Claims and the Discharge of Second Priority Claims, have all of the same rights (including
rights of foreclosure and enforcement), remedies, protections, duties and responsibilities given to
the Third Priority Collateral Agent, including the rights of a secured creditor under the UCC,
pursuant to the terms of the Third Priority Collateral Documents, but only with respect solely to
the Controlled Collateral.



     5.6 Special Provisions Relating to Collateral Control Agreement. The following
provisions shall govern the Collateral Control Agent’s rights, powers, obligations and duties under
this Agreement, notwithstanding anything herein to the contrary:




     (a) Each of the First Priority Collateral Agent (for itself and on behalf of the First
Priority Secured Parties), the Second Priority Collateral Agent (for itself and on behalf of
the Second Priority Secured Parties), the Third Priority Agent and each Additional Third
Priority Representative (for themselves and on behalf of the Third Priority Secured Parties)
(each a “Control Secured Party” and collectively, the “Control Secured
Parties”), hereby designates and appoints Wells Fargo Bank, N.A. to act as the
Collateral Control Agent under this Agreement and the other Collateral Documents to which it
is a party, and hereby authorize the Collateral Control Agent to take such actions on its
behalf under the provisions of this Agreement and such other Collateral Documents and to
exercise such powers and perform such duties as are expressly delegated to the



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Collateral
Control Agent by the terms of this Agreement and such other Collateral Documents.
Notwithstanding any provision to the contrary elsewhere in this Agreement or any other
Collateral Document, the Collateral Control Agent shall not have any duties or
responsibilities, except those expressly set forth in this Agreement or such other
Collateral Documents any fiduciary relationship with the Control Secured Parties, and no
implied covenants, functions or responsibilities shall be read into this Agreement or
otherwise exist against the Collateral Control Agent.




     (b) Each Control Secured Party agrees to render to the Collateral Control Agent, at any
time upon request of the Collateral Control Agent, an accounting of the amounts of the
Obligations owing to it and such other information with respect to the Obligations owing to
each such Person as the Collateral Control Agent may reasonably request in order to give
effect to the terms and conditions of this Agreement. In the event that any Control Secured
Party fails to provide any information required to be provided by it to the Collateral
Control Agent, then the Collateral Control Agent may (but shall not be obligated to) (i)
take such actions as are required to be taken by it based on the most recent information
available to it or (ii) in the case of any distributions to be made pursuant to the
Collateral Documents, hold such Control Secured Party’s share or purported share in escrow
(without obligation to pay interest thereon) until such Control Secured Party provides the
required information.




     (c) Notwithstanding anything herein to the contrary, in no event shall the Collateral
Control Agent have any obligation to inquire or investigate as to the correctness, veracity,
or content of any instruction received from the Relevant Directing Party. In no event shall
the Collateral Control Agent have any liability in respect of any such instruction received
by it and relied on with respect to any action or omission taken pursuant thereto.




     (d) The Collateral Control Agent may execute any of its duties under this Agreement or
any of the Collateral Documents by or through agents, experts or attorneys-in-fact and shall
be entitled to advice of counsel concerning all matters pertaining to such duties. The
Collateral Control Agent shall not be responsible for the negligence or misconduct of any
agents, experts or attorneys-in-fact selected by it in good faith.




     (e) Neither the Collateral Control Agent nor any of its officers, directors, employees,
agents, attorneys-in-fact or affiliates shall be (i) liable for any action lawfully taken or
omitted to be taken by it under or in connection with this Agreement or any of the
Collateral Documents (except for its gross negligence or willful misconduct), or
(ii) responsible in any manner to any Control Secured Party for any recitals, statements,
representations or warranties (other than its own recitals, statements, representations or
warranties) made in this Agreement or any of the Collateral Documents or in any certificate,
report, statement or other document referred to or provided for in, or received by the
Collateral Control Agent under or in connection with, this Agreement or any of the
Collateral Documents or for the value, validity, effectiveness, genuineness, enforceability
or sufficiency of this Agreement or any of the Collateral Documents or for any failure of
the Obligors or any other Person to perform their obligations hereunder and thereunder. The
Collateral
Control Agent shall not be under any obligation to any Control Secured



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Party or
any other Person to ascertain or to inquire as to (i) the observance or performance of any
of the agreements contained in, or conditions of, this Agreement or any of the Collateral
Documents or to inspect the properties, books or records of the Obligors, (ii) whether or
not any representation or warranty made by any Person in connection with this Agreement or
any Collateral Document is true, (iii) the performance by any Person of its obligations
under this Agreement or any of the Collateral Documents or (iv) the breach of or default by
any Person of its obligations under this Agreement or any of the Collateral Documents.




     (f) The Collateral Control Agent shall not be bound to (i) account to any Person for
any sum or the profit element of any sum received for its own account; (ii) disclose to any
other Person any information relating to the Person if such disclosure would, or might,
constitute a breach of any law or regulation or be otherwise actionable at the suit of any
Person; (iii) be under any fiduciary duties or obligations other than those for which
express provision is made in this Agreement or in any of the Collateral Documents to which
it is a party; or (iv) be required to take any action that it believes, based on advice of
counsel, is in conflict with any applicable law, this Agreement or any of the Collateral
Documents, or any order of any court or administrative agency.




     (g) Beyond the exercise of reasonable care in the custody thereof and except as
otherwise specifically stated in this Agreement or any of the Collateral Documents, the
Collateral Control Agent shall have no duty as to any of the Collateral in its possession or
control or in the possession or control of any agent or bailee or as to preservation of
rights against prior parties or any other rights pertaining thereto.




     (h) The Collateral Control Agent shall be authorized to but shall not be responsible
for filing any financing or continuation statements or recording any documents or
instruments in any public office at any time or times or otherwise perfecting or monitoring
or maintaining the perfection of any security interest in the Collateral. It is expressly
agreed, to the maximum extent permitted by applicable law, that the Collateral Control Agent
shall have no responsibility for (i) taking any necessary steps to preserve rights against
any Person with respect to any Collateral or (ii) taking any action to protect against any
diminution in value of the Collateral, but, in each case (A) subject to the requirement that
the Collateral Control Agent may not act or omit to take any action if such act or omission
would constitute gross negligence, bad faith or willful misconduct and (B) the Collateral
Control Agent may do so and all expenses reasonably incurred in connection therewith shall
be repaid in accordance with Section 4.1.




     (i) The Collateral Control Agent shall not be liable or responsible for any loss or
diminution in the value of any of the Collateral, by reason of the act or omission of any
carrier, forwarding agency or other agent or bailee selected by the Collateral Control Agent
in good faith, except to the extent of the Collateral Control Agent’ gross negligence, bad
faith or willful misconduct.




     (j) The Collateral Control Agent shall not be responsible for, nor incur any liability
with respect to, (i) the existence, genuineness or value of any of the Collateral or for the
validity, perfection, priority or enforceability of the security interest in any of the



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Collateral, whether impaired by operation of law or by reason of any action or omission to
act on its part under this Agreement or any of the Collateral Documents, except to the
extent such action or omission constitutes gross negligence, bad faith or willful misconduct
on the part of the Collateral Control Agent, (ii) the validity or sufficiency of the
Collateral or any agreement or assignment contained therein, (iii) the validity of the title
of the Obligors to the Collateral, (iv) insuring the Collateral or (v) the payment of taxes,
charges or assessments upon the Collateral or otherwise as to the maintenance of the
Collateral




     (k) Notwithstanding anything in this Agreement or any of the Collateral Documents to
the contrary, (i) in no event shall the Collateral Control Agent or any officer, director,
employee, representative or agent of the Collateral Control Agent’ be liable under or in
connection with this Agreement or any of the Collateral Documents for indirect, special,
incidental, punitive or consequential losses or damages of any kind whatsoever, including
but not limited to lost profits or loss of opportunity, whether or not foreseeable, even if
the Collateral Control Agent has been advised of the possibility thereof and regardless of
the form of action in which such damages are sought; and (ii)
the Collateral Control Agent shall be afforded all of the rights, powers, immunities
and indemnities set forth in this Agreement in all of the Collateral Documents to which it
is a signatory as if such rights, powers, immunities and indemnities were specifically set
out in each such Collateral Document. In no event shall the Collateral Control Agent be
obligated to invest any amounts received by it hereunder.




     (l) The Collateral Control Agent shall be entitled conclusively to rely, and shall be
fully protected in relying, upon any note, writing, resolution, request, direction,
certificate, notice, consent, affidavit, letter, cablegram, telegram, telecopy, email, telex
or teletype message, statement, order or other document or conversation believed by it in
good faith to be genuine and correct and to have been signed, sent or made by the proper
Person or Persons and/or upon advice and/or statements of legal counsel, independent
accountants and other experts selected by the Collateral Control Agent and need not
investigate any fact or matter stated in any such document. Any such statement of legal
counsel shall be full and complete authorization and protection in respect of any action
taken or suffered by it hereunder in accordance therewith. Any statement or advice of
counsel may be based, insofar as it relates to factual matters, upon a certificate of an
officer of the Relevant Directing Party. In connection with any request or direction of the
Relevant Directing Party, the Collateral Control Agent shall be entitled conclusively to
rely, and shall be fully protected in relying, upon any instruction delivered by the
Relevant Directing Party. The Collateral Control Agent shall be fully justified in failing
or refusing to take any action under this Agreement or any of the Collateral Documents
(i) if such action would, in the reasonable opinion of the Collateral Control Agent (which
may be based on the opinion of legal counsel), be contrary to applicable law or any of the
Collateral Documents, (ii) if such action is not specifically provided for in this Agreement
or any of the Collateral Documents, (iii) if, in connection with the taking of any such
action hereunder or under any of the Collateral Documents that would constitute an exercise
of remedies hereunder or under any of the Collateral Documents it shall not first be
indemnified to its satisfaction by the Control Secured Parties against any and all risk of
nonpayment, liability and expense that may be incurred by it,
its agents or its



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counsel by
reason of taking or continuing to take any such action, or (iv) if, notwithstanding anything
to the contrary contained in this Agreement, in connection with the taking of any such
action that would constitute a payment due under any agreement or document, it shall not
first have received from the Control Secured Parties or the Obligors funds equal to the
amount payable. The Collateral Control Agent shall in all cases be fully protected in
acting, or in refraining from acting, under this Agreement or any of the Collateral
Documents in accordance with a request of the Relevant Directing Party, and such request and
any action taken or failure to act pursuant thereto shall be binding upon all the other
Control Secured Parties.




     (m) If, with respect to a proposed action to be taken by it, a Collateral Control Agent
shall determine in good faith that the provisions of this Agreement or any other Collateral
Document relating to the functions or responsibilities or discretionary powers of the
Collateral Control Agent are or may be ambiguous or inconsistent, the Collateral Control
Agent shall notify the Relevant Directing Party, identifying the proposed action,
and may decline either to perform such function or responsibility or to take the action
requested unless it has received the written confirmation of the Relevant Directing Party
that the action proposed to be taken by the Collateral Control Agent is consistent with the
terms of this Agreement or of the Collateral Documents or is otherwise appropriate. The
Collateral Control Agent shall be fully protected in acting or refraining from acting upon
the confirmation of the Relevant Directing Party, in this respect, and such confirmation
shall be binding upon the Collateral Control Agent and the other Control Secured Parties.




     (n) The Collateral Control Agent shall not be deemed to have actual, constructive,
direct or indirect knowledge or notice of the occurrence of any Default unless and until the
Collateral Control Agent has received a written notice or a certificate from the Relevant
Directing Party or the Obligors stating that a Default has occurred. The Collateral Control
Agent shall have no obligation whatsoever either prior to or after receiving such notice or
certificate to inquire whether a Default has in fact occurred and shall be entitled to rely
conclusively, and shall be fully protected in so relying, on any notice or certificate so
furnished to it. No provision of this Agreement, any of the Collateral Documents shall
require the Collateral Control Agent to expend or risk its own funds or otherwise incur any
financial liability in the performance of any of its duties under this Agreement, any of the
Collateral Documents or the exercise of any of its rights or powers, if it shall have
reasonable grounds for believing that repayment of such funds or adequate indemnity against
such risk or liability including an advance of moneys necessary to take the action requested
is not reasonably assured to it, the Collateral Control Agent may decline to act unless it
receives indemnity satisfactory to it in its sole discretion, including an advance of moneys
necessary to take the action requested. The Collateral Control Agent shall be under no
obligation or duty to take any action under this Agreement or any of the Collateral
Documents or otherwise if taking such action (i) would subject the Collateral Control Agent
to a tax in any jurisdiction where it is not then subject to a tax or (ii) would require the
Collateral Control Agent to qualify to do business in any jurisdiction where it is not then
so qualified.




     (o) Notwithstanding that the Collateral Control Agent is appointed by and acting for
and at the direction of the Control Secured Parties, the Obligors will jointly and



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severally
pay upon demand to the Collateral Control Agent the amount of any and all reasonable fees
(including any as set forth in one or more separate fee letters of the Collateral Control
Agent) and out-of-pocket expenses, including the reasonable fees and expenses of its
counsel, that the Collateral Control Agent may incur in connection with (i) the negotiation,
administration and performance of this Agreement and the Collateral Documents to which it is
a party, (ii) the custody or preservation of, or the sale of, collection from, or other
realization upon, any of the Collateral, (iii) the exercise or enforcement (whether through
negotiations, legal proceedings or otherwise) of any of the rights of the Collateral Control
Agent or the other Control Secured Parties hereunder or under the Collateral Documents or
(iv) the failure by the Obligors to perform or observe any of the provisions hereof or of
any of the Collateral Documents. The provisions of this section shall survive the
termination of this Agreement and resignation or removal of the Collateral Control Agent.
The expenses of the Collateral Control Agent incurred in
connection with actions undertaken as provided in this Section 8.1 shall be
payable jointly and severally by the Obligors to the Collateral Control Agent upon demand
therefore (which demand shall be accompanied by an appropriate invoice).




     (p) Each of the Control Secured Parties expressly acknowledges that neither the
Collateral Control Agent nor any of its officers, directors, employees, agents or
attorneys-in-fact has made any representations or warranties to it (except as expressly
provided herein) and that no act by the Collateral Control Agent hereafter taken, including
any review of the Obligors, shall be deemed to constitute any representation or warranty by
the Collateral Control Agent to any Control Secured Party. Each Control Secured Party
represents to the Collateral Control Agent that it has, independently and without reliance
upon the Collateral Control Agent or any other Control Secured Party, and based on such
documents and information as it has deemed appropriate, made its own appraisal of and
investigation into the business, operations, property, financial and other condition and
creditworthiness of the Obligors. Each Control Secured Party also represents that it will,
independently and without reliance upon the Collateral Control Agent or any other Control
Secured Party, and based on such documents and information as it shall deem appropriate at
the time, continue to make its own credit analysis, appraisals and decisions in taking or
not taking action under this Agreement, and to make such investigation as it deems necessary
to inform itself as to the business, operations, property, financial and other condition and
creditworthiness of the Obligors. Except for notices, reports and other documents expressly
required to be furnished to the Control Secured Parties by the Collateral Control Agent
hereunder, the Collateral Control Agent shall not have any duty or responsibility to provide
any Control Secured Party with any credit or other information concerning the business,
operations, property, financial and other condition or creditworthiness of the Obligors
which may come into the possession of the Collateral Control Agent or any of its officers,
directors, employees, agents or attorneys-in-fact.




     (q) The Obligors, jointly and severally, agree to indemnify each of the Collateral
Control Agent and its officers, directors, employees, agents or attorneys-in-fact
(collectively, the “Control Indemnified Parties”) from and against any and all
liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs,
expenses or disbursements of any kind whatsoever which may at any time be imposed on,
incurred by



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or asserted against any Control Indemnified Party in any way relating to or
arising out of this Agreement or the Collateral Documents; provided that the
Obligors shall not be liable for the payment of any portion of such liabilities,
obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or
disbursements to the extent that any of the foregoing result from any such Control
Indemnified Party’s gross negligence or willful misconduct as determined by a court of
competent jurisdiction beyond all applicable appeals.




     (r) Neither the Collateral Control Agent, any Control Secured Party nor any of their
respective officers, directors, employees or agents shall be liable for failure to demand,
collect or realize upon any of the Collateral or for any delay in doing so or shall
be under any obligation to sell or otherwise dispose of any Collateral upon the request
of the Obligors or any other Person or to take any other action whatsoever with regard to
the Collateral or any part thereof. The powers conferred on the Collateral Control Agent
hereunder are solely to protect the Collateral Control Agent’s and the Control Secured
Parties’ interests in the Collateral and shall not impose any duty upon the Collateral
Control Agent to exercise any such powers. The Collateral Control Agent shall be
accountable only for amounts that it actually receives as a result of the exercise of such
powers, and neither it nor any of its officers, directors, employees or agents shall be
responsible to the Obligors for any act or failure to act hereunder, except for their own
gross negligence or willful misconduct.




     (s) Pursuant to any applicable law, the Obligors authorize the Collateral Control Agent
without obligation to file or record financing statements and other filing or recording
documents or instruments with respect to the Collateral without the signatures of the
Obligors in such form and in such offices as the Relevant Directing Party determines
appropriate to perfect the security interests of the Collateral Control Agent under this
Agreement. The Obligors hereby ratify and authorize the filing by the Collateral Control
Agent of any financing statement with respect to the Collateral made prior to the date
hereof. Notwithstanding the foregoing or anything else to the contrary contained in this
Agreement, in no event shall the Collateral Control Agent have any duty or obligation to
monitor the perfection, continuation of perfection or the sufficiency or validity of any
security interest in or related to the Collateral or to prepare or file any Uniform
Commercial Code financing statement or continuation statement.




     (t) The Obligors acknowledge that the rights and responsibilities of the Collateral
Control Agent under this Agreement with respect to any action taken by the Collateral
Control Agent or the exercise or non-exercise by the Collateral Control Agent of any option,
voting right, request, judgment or other right or remedy provided for herein or resulting or
arising out of this Agreement shall, as between the Collateral Control Agent and the Control
Secured Parties, be governed by such agreements with respect thereto as may exist from time
to time among them, but, as between the Collateral Control Agent and the Obligors, the
Collateral Control Agent shall be conclusively presumed to be acting as agent for the
Control Secured Parties with full and valid authority so to act or refrain from acting, and
the Obligors shall not be under any obligation, or entitlement, to make any inquiry
respecting such authority.



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     (u) Any corporation into which the Collateral Control Agent may be merged, or with
which it may be consolidated, or any corporation resulting from any merger or consolidation
to which the Collateral Control Agent shall be a party, shall become a Collateral Control
Agent under this Agreement without the execution or filing of any paper or any further act
on the part of the parties hereto.




     (v) The Collateral Control Agent may resign as Collateral Control Agent at any time
upon written notice to the Relevant Directing Party and may be removed at any time with or
without cause by the Relevant Directing Party, with any such resignation or
removal to become effective only upon the appointment of a successor Collateral Control
Agent under this Section. If the Collateral Control Agent shall provide notice of its
resignation or be removed as Collateral Control Agent, then the Relevant Directing Party
(and if no such successor shall have been appointed within 45 days of the Collateral Control
Agent’s resignation or removal, the Collateral Control Agent may) appoint a successor agent
for the Control Secured Parties, which successor agent shall, in the case of any appointment
by the Collateral Control Agent, be reasonably acceptable to the Relevant Directing Party,
and the former Collateral Control Agent’s rights, powers and duties as Collateral Control
Agent shall be terminated, without any other or further act or deed on the part of such
former Collateral Control Agent (except that the resigning Collateral Control Agent shall
deliver all Collateral then in its possession to the successor Collateral Control Agent and
shall execute and deliver to the successor Collateral Control Agent such instruments of
assignment and transfer and other similar documents as such successor Collateral Control
Agent shall deem necessary or advisable) or any of the Control Secured Parties. After any
retiring Collateral Control Agent’s resignation or removal hereunder as Collateral Control
Agent, the provisions of this Agreement shall inure to its benefit as to any actions taken
or omitted to be taken by it while it was Collateral Control Agent. In the event that a
successor Collateral Control Agent is not appointed within the time period specified in this
Section 8.1 following the provision of a notice of resignation or removal of the
Collateral Control Agent, the Collateral Control Agent or any Control Secured Party may
petition a court of competent jurisdiction for the appointment of a successor Collateral
Control Agent.




     (w) The Collateral Control Agent shall maintain accurate and complete accounts, books,
records and computer systems with respect to all matters related directly to the
administration of the Collateral, in each case consistent with the customary procedures of
the Collateral Control Agent.




     (x) The Collateral Control Agent shall at the Obligors’ joint and several expense make
available to the Relevant Directing Party and its duly authorized representatives, attorneys
and auditors, the files and accounts, books, records and computer systems maintained by the
Collateral Control Agent or any subcontractor or agent thereof in respect of the Collateral
at the locations where such files, accounts, books, records and computer systems are
maintained pursuant to this Agreement and the other Collateral Documents, during normal
business hours and subject to reasonable prior written notice.



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     (y) Each of the Lenders agree to indemnify on a pro rata basis each of the Control
Indemnified Parties from and against any and all liabilities, obligations, losses, damages,
penalties, actions, judgments, suits, costs, expenses (including, without limitation,
reasonable attorneys’ fees) or disbursements of any kind whatsoever (“Liabilities”)
which may at any time be imposed on, incurred by or asserted against any Control Indemnified
Party to the extent they result from any indemnity provided by the Collateral Control Agent
to an account bank or securities intermediary under any Account Control Agreement existing
at the date hereof or from any other indemnity
provided by the Collateral Control Agent to an account bank or securities intermediary
under any Account Control Agreement at the written instruction of the Lender Agent following
the date hereof; provided that (i) the Lenders shall not be liable for the payment
of any portion of such liabilities, obligations, losses, damages, penalties, actions,
judgments, suits, costs, expenses or disbursements to the extent that any of the foregoing
result from any such Control Indemnified Party’s gross negligence or willful misconduct as
determined by a court of competent jurisdiction beyond all applicable appeals and (ii) any
such indemnity so provided by the Collateral Control Agent under such Account Control
Agreement is limited to Liabilities that arise as a result of any such account bank or
securities intermediary taking action or not taking action at the written instructions or
order of the Collateral Control Agent to such account bank or securities intermediary that
were made by the Collateral Control Agent at the written instruction or order of the Lender
Agent.




     (z) With respect to the Bank of America Account Control Agreements and the Wachovia
Account Control Agreement, each of the Lenders agree to indemnify on a pro rata basis each
of the Control Indemnified Parties from and against any and all Liabilities which may at any
time be imposed on, incurred by or asserted against any Control Indemnified Party to the
extent they result from any agreement to pay fees, expenses, disbursements, indemnities or
other costs provided by the Collateral Control Agent to the applicable account bank or
securities intermediary under the Bank of America Account Control Agreements and the
Wachovia Account Control Agreements; provided that (i) the Lenders shall not be
liable for the payment of any portion of such liabilities, obligations, losses, damages,
penalties, actions, judgments, suits, costs, expenses or disbursements to the extent that
any of the foregoing result from any such Control Indemnified Party’s gross negligence or
willful misconduct as determined by a court of competent jurisdiction in a final
non-appealable judgment, and (ii) the Lenders shall not be liable for any portion of such
liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs,
expenses or disbursements to the extent that any of the foregoing arises after the Discharge
of First Priority Claims.




     (aa) The Collateral Control Agent shall not be required to act, refrain from acting,
consent, or request any action under this Agreement or any other Collateral Document, or to
enter into any agreement amending, modifying or supplementing any provision of this
Intercreditor Agreement or any Collateral Document unless it shall have been directed to do
so by the Relevant Directing Party. Additionally, the permissive right of the Collateral
Control Agent to take any action under this Intercreditor Agreement or any of the Collateral
Documents shall not be construed as a duty to so act.



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     (bb) All indemnities to be paid to the Collateral Control Agent under this Agreement
shall be payable immediately when due in U.S. dollars (“Dollars”) in the full amount
due, without deduction for any variation in any Rate of Exchange (as defined below). The
Obligors hereby agree to jointly and severally indemnify the Collateral Control Agent
against any losses, damages, penalties, costs, expenses or disbursements of any kind or
nature whatsoever, including, without limitation, attorney’s fees and
expenses, incurred by the Collateral Control Agent as a result of any judgment or order
being given or made for the amount due hereunder and such judgment or order being expressed
and paid in a currency (the “Judgment Currency”) other than Dollars and as a result
of any variation as between (i) the rate of exchange at which the dollar amount is converted
into Judgment Currency for the purpose of such judgment or order, and (ii) the Rate of
Exchange at which the Collateral Control Agent is then able to purchase Dollars with the
amount of the Judgment Currency actually received by the Collateral Control Agent. The
indemnity set forth in this paragraph shall constitute a separate and independent obligation
of the Obligors and shall continue in full force and effect notwithstanding any such
judgment or order as aforesaid. The term “Rate of Exchange” means the rate at which the
Collateral Control Agent is able to purchase Dollars with the Judgment Currency on the
foreign exchange market on the relevant date and shall include any premiums and other
reasonable costs of exchange payable in connection with the purchase or, or conversion into,
the relevant currency.




     (cc) The indemnifications set forth in this Section 5.6 shall survive the
termination or assignment of this Agreement and the resignation or removal of the Collateral
Control Agent.




     (dd) For the avoidance of doubt, if there are any conflicts between the rights,
protections and responsibilities of the Collateral Control Agent under the terms of this
Agreement and the rights, protections and responsibilities of the Collateral Control Agent
under the terms of the Collateral Documents, the terms of this Agreement shall control.




     (ee) Each of the First Priority Collateral Agent, Second Priority Collateral Agent and
Third Priority Collateral Agent shall be entitled to the same rights, protections,
immunities and indemnities as set forth in the First Priority Security Agreement, the Second
Priority Security Agreement and the Third Priority Security Agreement, respectively, as if
the provisions setting forth those rights, protections, immunities and indemnities are fully
set forth herein.



     Section 6. Insolvency Proceedings.



     6.1 Finance and Sale Issues.



     (a) Until the Discharge of First Priority Claims has occurred, if any Obligor shall be subject
to any Insolvency Proceeding and the holders of a majority in principal amount of the First
Priority Claims shall desire to permit the use of cash collateral (as such term is defined in
Section 363(a) of the Bankruptcy Code) under Section 363(c) of the Bankruptcy Code (“Use of
Cash Collateral”) or to permit an Obligor to obtain financing, whether from the First Priority
Secured Parties, any other Person, or any combination thereof, under Section 364 of the



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Bankruptcy
Code (“DIP Financing”), then each of the Second Priority Collateral Agent and the Third
Priority Collateral Agent, the 2010 Trustee, on behalf of itself and the other Second Priority
Secured Parties, and the 2015 Trustee and each Additional Third Priority Representative, on behalf
of themselves and the other Third Priority Secured Parties, agrees that it shall not be
entitled to raise (and will not raise), but instead shall be deemed to have otherwise
irrevocably, absolutely, and unconditionally waived any right to raise, any objection to such Use
of Cash Collateral or DIP Financing (and instead will be deemed to have consented to such Use of
Cash Collateral or DIP Financing) and shall not be entitled to request (and will not request)
adequate protection or any other relief in connection therewith (except as expressly agreed by the
Lender Agent or to the extent permitted by Section 6.3) and, to the extent the First
Priority Liens are junior in priority or pari passu with such Use of Cash
Collateral or such DIP Financing, will maintain the priority of its Liens in the Collateral as
junior in priority to such First Priority Liens on the same basis as the other Liens securing the
Second Priority Claims or the Third Priority Claims, as the case may be, are junior in priority to
First Priority Liens under this Agreement; provided, however, that either the 2010
Trustee or 2015 Trustee, on behalf of the Second Priority Secured Parties or the Third Priority
Secured Parties, as the case may be, may object to such Use of Cash Collateral or DIP Financing if
(i) the sum of (A) the cash collateral permitted to be used therein and (B) the aggregate principal
amount of such DIP Financing exceeds $250,000,000 in the aggregate, or (ii) the Second Priority
Secured Parties or the Third Priority Secured Parties, as the case may be, are not permitted to
retain a Lien on the Collateral (including proceeds thereof arising after the commencement of such
proceeding) with the same priority as existed prior to the commencement of the case under the
Bankruptcy Code (subject to the subordination of the Liens securing such DIP Financing as described
above). Without limiting the other provisions of this Agreement, nothing in this Section
6.1(a) is intended to limit the ability of the First Priority Secured Parties, the Second
Priority Secured Parties or the Third Priority Secured Parties to participate in, support, or
object to any Use of Cash Collateral or DIP Financing that does not involve the Collateral.



     (b) Following the Discharge of First Priority Claims and until the Discharge of Second
Priority Claims has occurred, if any Obligor shall be subject to any Insolvency Proceeding and the
holders of a majority in principal amount of the Second Priority Claims shall desire to permit the
Use of Cash Collateral or to permit an Obligor to obtain DIP Financing, then each of the Third
Priority Collateral Agent, the 2015 Trustee and each Additional Third Priority Representative, on
behalf of themselves and the other Third Priority Secured Parties, agrees that it shall not be
entitled to raise (and will not raise), but instead shall be deemed to have otherwise irrevocably,
absolutely, and unconditionally waived any right to raise, any objection to such Use of Cash
Collateral or DIP Financing (and instead will be deemed to have consented to such Use of Cash
Collateral or DIP Financing) and shall not be entitled to request (and will not request) adequate
protection or any other relief in connection therewith (except as expressly agreed by the 2010
Trustee or to the extent permitted by Section 6.3) and, to the extent the Second Priority
Liens are junior in priority or pari passu with such Use of Cash Collateral or such
DIP Financing, will maintain the priority of its Liens in the Collateral as junior in priority to
such Second Priority Liens on the same basis as the other Liens securing the Third Priority Claims
are junior in priority to Second Priority Liens under this Agreement; provided,
however, that the 2015 Trustee and each Additional Third Priority Representative, on behalf
of themselves and the other Third Priority Secured Parties may object to such Use of Cash
Collateral or DIP Financing if (i) the sum of (A) the cash collateral permitted to be used therein
(together with any Use of Cash



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Collateral pursuant to Section 6.1(a) above) and (B) the
aggregate principal amount of such DIP
Financing (together with any outstanding DIP Financing obtained and cash collateral used
pursuant to Section 6.1(a) above) exceeds $250,000,000 in the aggregate, or (ii) the Third
Priority Secured Parties are not permitted to retain a Lien on the Collateral (including proceeds
thereof arising after the commencement of such proceeding) with the same priority as existed prior
to the commencement of the case under the Bankruptcy Code (subject to the subordination of the
Liens securing such DIP Financing as described above). Without limiting the other provisions of
this Agreement, nothing in this Section 6.1(b) is intended to limit the ability of the
Second Priority Secured Parties or Third Priority Secured Parties to participate in, support, or
object to any Use of Cash Collateral or DIP Financing that does not involve the Collateral.



     (c) Until the Discharge of First Priority Claims has occurred, and unless 2010 Noteholders
holding at least one-third of the principal amount of outstanding 2010 Notes direct such opposition
by the 2010 Trustee or unless 2015 Third Priority Secured Parties holding at least one-third of the
principal amount of outstanding Third Priority Claims direct such opposition by the 2015 Trustee
and the other Additional Third Priority Representatives, the Second Priority Secured Parties
(unless the 2010 Trustee receives such direction by the requisite 2010 Noteholders) and the Third
Priority Secured Parties (unless the 2015 Trustee and the other Additional Third Priority
Representatives receive such direction by the requisite Third Priority Secured Parties), in any
Insolvency Proceeding or otherwise, shall not be entitled to oppose (and shall not oppose) any sale
or disposition of any assets of any of the Obligors that is supported by First Priority Secured
Parties, and the Second Priority Secured Parties or Third Priority Secured Parties or both, as the
case may be, will be deemed to have consented under Section 363 of the Bankruptcy Code to any sale
supported by such First Priority Secured Parties and to have released their Liens in such assets so
long as and to the extent that (i) the First Priority Secured Parties shall have likewise released
their Liens and (ii) the First Priority Liens, the Second Priority Liens and the Third Priority
Liens shall attach to the proceeds of any Collateral sold or disposed of in the priorities set
forth herein.



     (d) Following the Discharge of First Priority Claims and until the Discharge of Second
Priority Claims has occurred, and unless Third Priority Secured Parties holding at least one-third
of the principal amount of outstanding Third Priority Claims direct such opposition by the 2015
Trustee and the other Additional Third Priority Representatives, the Third Priority Secured
Parties, in any Insolvency Proceeding or otherwise, shall not be entitled to oppose (and shall not
oppose) any sale or disposition of any assets of any of the Obligors that is supported by Second
Priority Secured Parties holding 50% of the principal amount of the Second Priority Claims, and the
Third Priority Secured Parties will be deemed to have consented under Section 363 of the Bankruptcy
Code to any sale supported by such Second Priority Secured Parties and to have released their Liens
in such assets so long as and to the extent that (i) the Second Priority Secured Parties shall have
likewise released their Liens and (ii) the Second Priority Liens and the Third Priority Liens shall
attach to the proceeds of any Collateral sold or disposed of in the priorities set forth herein.



     6.2 [Intentionally Omitted].



     6.3 Adequate Protection. If and only if directed to do so by (a) in the case of the
2010 Trustee, 2010 Noteholders holding at least one-third of the principal amount of the 2010 Notes
or



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(b) in the case of the 2015 Trustee or any Additional Third Priority Representative, the holders
of at least one-third of the principal amount of the Third Priority Claims, (i) each Trustee and
each Additional Third Priority Representative, on behalf of itself and the Second Priority Secured
Parties or Third Priority Secured Parties, as the case may be, may seek or request adequate
protection in the form of a Lien on any additional collateral (including by way of objecting to any
DIP Financing that does not provide for such Lien), which Lien will be junior in priority to the
First Priority Liens and such DIP Financing (and all Obligations relating thereto) (and in the case
of any such Lien securing the Third Priority Claims, junior in priority to the Second Priority
Liens) on the same basis as the other Liens securing the Second Priority Claims or the Third
Priority Claims are junior in priority to the First Priority Liens under this Agreement and subject
in all respects to the release obligations set forth in this Agreement, including in Section
5.1 and Section 6.1 hereof, and (ii) the Trustees, each Additional Third Priority
Representative, and the other Second Priority Secured Parties or Third Priority Secured Parties, as
the case may be, may seek or request post-petition interest and/or adequate protection payments in
any Insolvency Proceeding in respect of the Second Priority Liens and the Third Priority Liens, and
the First Priority Collateral Agent and the Lender Agent, on behalf of themselves and the other
First Priority Secured Parties, may oppose such motions or requests made by or on behalf of the
Second Priority Secured Parties or the Third Priority Secured Parties (provided also that the
Second Priority Collateral Agent and the 2010 Trustee, on behalf of themselves and the other Second
Priority Secured Parties, may oppose such motions or requests made by or on behalf of the Third
Priority Secured Parties). If the Second Priority Secured Parties or the Third Priority Secured
Parties are granted post-petition interest and/or adequate protection payments in an Insolvency
Proceeding (“Junior Priority Bankruptcy Payments”), such amounts shall be deemed
Collateral, shall be turned over to the First Priority Collateral Agent in accordance with Section
4.2 hereof (or, following the Discharge of First Priority Claims and prior to the Discharge of
Second Priority Claims, to the Second Priority Collateral Agent) and shall be applied according to
the terms thereof (regardless of whether or not any order of a bankruptcy court authorizing and/or
directing any Junior Priority Bankruptcy Payments shall expressly provide for such direct payment
to the First Priority Collateral Agent or the Second Priority Collateral Agent, as applicable).



     6.4 No Waiver. Subject to Section 3.1(a), nothing contained herein shall
prohibit or in any way limit the First Priority Collateral Agent, the Lender Agent or any other
First Priority Secured Party from objecting in any Insolvency Proceeding or otherwise to any action
taken by any Second Priority Secured Party or Third Priority Secured Party, including the seeking
by any Second Priority Secured Party or Third Priority Secured Party of adequate protection or the
asserting by any Second Priority Secured Party or Third Priority Secured Party of any of its rights
and remedies under the Second Priority Documents, the Third Priority Documents or otherwise.
Subject to Section 3.1(a), following the Discharge of First Priority Claims, nothing
contained herein shall prohibit or in any way limit the 2010 Trustee or any other Second Priority
Secured Party from objecting in any Insolvency Proceeding or otherwise to any action taken by any
Third Priority Secured Party, including the seeking by any Third Priority Secured Party of
adequate protection or the asserting by any Third Priority Secured Party of any of its rights
and remedies under the Third Priority Documents or otherwise.



     6.5 Preference Recoveries. If any First Priority Secured Party is required in any
Insolvency Proceeding or otherwise to turn over or otherwise pay to the estate of any Obligor



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any
amount as a preference (a “Recovery”), then the First Priority Claims shall be reinstated
to the extent of such Recovery. 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. If any Second Priority Secured Party is required in any
Insolvency Proceeding or otherwise to turn over any Recovery, then the Second Priority Claims shall
be reinstated to the extent of such Recovery. 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.



     6.6 Post-Petition Interest. No Second Priority Secured Party or Third Priority
Secured Party shall oppose or seek to challenge any claim by the First Priority Collateral Agent,
the Lender Agent or any other First Priority Secured Party for allowance in any Insolvency
Proceeding of the First Priority Claims consisting of post-petition interest, fees or expenses to
the extent of the value of any First Priority Lien on the Collateral, without regard to the
existence of the Second Priority Liens or Third Priority Liens on the Collateral, such value to be
determined without regard to the existence of the Second Priority Liens or the Third Priority Liens
on the Collateral. No Third Priority Secured Party shall oppose or seek to challenge any claim by
the Second Priority Collateral Agent, the 2010 Trustee or any other Second Priority Secured Party
for allowance in any Insolvency Proceeding of the Second Priority Claims consisting of
post-petition interest, fees or expenses to the extent of the value of any Second Priority Lien on
the Collateral, without regard to the existence of the Third Priority Liens on the Collateral, such
value to be determined without regard to the existence of the Third Priority Liens on the
Collateral.



     6.7 [Intentionally Omitted].



     6.8 Separate Grants of Security and Separate Classification. Each of the First
Priority Collateral Agent, the Second Priority Collateral Agent, the Third Priority Collateral
Agent, the 2010 Trustee, on behalf of themselves and the other Second Priority Secured Parties, the
2015 Trustee, and each Additional Third Priority Representative on behalf of themselves and the
other Third Priority Secured Parties, and the Lender Agent, on behalf of itself and the other First
Priority Secured Parties, acknowledge and agree that:



          (a) the grants of Liens pursuant to the First Priority Collateral Documents, the Second
Priority Collateral Documents and the Third Priority Collateral Documents constitute three separate
and distinct grants of Liens; and




          (b) because of, among other things, their differing rights in the Collateral, the First
Priority Claims, the Second Priority Claims and the Third Priority Claims are fundamentally
different from one another and must be separately classified in any Plan of Reorganization proposed
or confirmed in an Insolvency Proceeding.



To further effectuate the intent of the parties as provided in the immediately preceding sentence,
if it is held that, contrary to the intention of the parties, the claims of the First Priority
Secured Parties, the Second Priority Secured Parties and/or the Third Priority Secured Parties in
respect


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of the Collateral constitute only one secured claim (rather than separate classes of first
priority, second priority and third priority secured claims), then (i) each of the parties hereto
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 first priority, second priority
and third priority secured claims against the Obligors in respect of the Collateral (with the
effect being that, to the extent that the aggregate value of the Collateral is sufficient (for this
purpose ignoring all claims held by the Second Priority Secured Parties and the Third Priority
Secured Parties), (ii) the First Priority Secured Parties 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 First Priority Documents, arising from or related to a default, which is disallowed
as a claim in any Insolvency Proceeding, and reimbursement of all fees and expenses of the First
Priority Collateral Agent’s and the Lender Agent’s respective attorneys, financial consultants, and
other agents) before any distribution is made in respect of or by virtue of the Second Priority
Liens or the Third Priority Liens, with each of the Second Priority Collateral Agent, the Third
Priority Collateral Agent, the 2010 Trustee, on behalf of itself and the other Second Priority
Secured Parties, and the 2015 Trustee and each Additional Third Priority Representative, on behalf
of themselves and the other Third Priority Secured Parties, hereby acknowledging and agreeing to
turn over to the First Priority Collateral Agent amounts otherwise received or receivable by them
in respect of or by virtue of the Third Priority Liens 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 Second Priority Secured Parties or the Third Priority Secured Parties, and (iii) following the
Discharge of First Priority Claims and until the Discharge of Second Priority Claims has occurred,
the Second Priority Secured Parties 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 Second Priority Documents, arising from or related to a default, which is disallowed as a claim
in any Insolvency Proceeding, and reimbursement of all fees and expenses of the Second Priority
Collateral Agent’s and the 2010 Trustee’s respective attorneys, financial consultants, and other
agents) before any distribution is made in respect of or by virtue of the Third Priority Liens,
with each of the Third Priority Collateral Agent and the 2015 Trustee and each Additional Third
Priority Representative, on behalf of themselves and the other Third Priority Secured Parties,
hereby acknowledging and agreeing to turn over to the Second Priority Collateral Agent amounts
otherwise received or receivable by them in respect of or by virtue of the Third Priority Liens 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 Third Priority Secured Parties.




     6.9 Voting for Plan of Reorganization. The First Priority Secured Parties, the Second
Priority Secured Parties and the Third Priority Secured Parties shall be entitled to vote to accept
or reject any Plan of Reorganization in connection with any Insolvency Proceeding so long as such
Plan of Reorganization is a Conforming Plan of Reorganization and shall be entitled to vote to
reject any such Plan of Reorganization that is a Non-Conforming Plan of Reorganization;
provided that each of the Second Priority Collateral Agent, the Third Priority Collateral
Agent, the 2010 Trustee, on behalf of itself and the other Second Priority Secured Parties, and the
2015 Trustee and each Additional Third Priority Representative, on behalf of themselves and the
other Third Priority Secured Parties, agrees that none of the Second Priority Secured Parties or
the Third Priority Secured Parties shall be entitled to take any action or vote in any way that
supports



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any Non-Conforming Plan of Reorganization. Without limiting the generality of the
foregoing or of the other provisions of this Agreement, any vote to accept, and any other act to
support the confirmation or approval of, any Non-Conforming Plan of Reorganization by any Second
Priority Secured Party or Third Priority Secured Party shall be inconsistent with and accordingly,
a violation of the terms of this Agreement, and the Lender Agent shall be entitled (and hereby
authorized by the Second Priority Secured Parties and Third Priority Secured Parties) to have any
such vote to accept a Non-Conforming Plan of Reorganization changed and any such support of any
such Non-Conforming Plan of Reorganization withdrawn (and following the Discharge of First Priority
Claims and until the Discharge of Second Priority Claims has occurred, the 2010 Trustee shall be
entitled to have any such vote by any Third Priority Secured Party to accept a Non-Conforming Plan
of Reorganization changed and any such support of any such Non-Conforming Plan of Reorganization
withdrawn).



     6.10 No X Clause. This Agreement does not include any “X Clause” in favor of the
Second Priority Secured Parties or the Third Priority Secured Parties. Without limiting the
generality of the foregoing or of any other provision of this Agreement, absent a Discharge of
First Priority Claims occurring on or before the effective date of any such Plan of Reorganization,
none of the Second Priority Secured Parties or the Third Priority Secured Parties shall be entitled
to receive or retain any debt or equity securities to be distributed under any confirmed Plan of
Reorganization on account of or otherwise by virtue of the Second Priority Liens or the Third
Priority Liens on the Collateral, as the case may be, but any such debt or equity securities
instead shall be distributed to the Lender Agent for further distribution to the First Priority
Secured Parties in accordance with the provisions of Section 4.2 hereof; provided that
following the Discharge of First Priority Claims and until the Discharge of Second Priority Claims,
any debt or equity securities to be distributed under any confirmed Plan of Reorganization on
account of or otherwise by virtue of the Third Priority Liens on the Collateral shall be
distributed to the 2010 Trustee for further distribution to the Second Priority Secured Parties in
accordance with the provisions of Section 4.2 hereof.



     6.11 Determination of Distributions on Account of Lien on Collateral. For the
purposes of this Agreement, including for the purposes of Sections 4.2, 5.4, and
6.10 hereof, there shall be a presumption that any distribution to or for the benefit of
the Second Priority Secured Parties or the Third Priority Secured Parties under any Plan of
Reorganization for any Obligor shall be on account of or by virtue of the Second Priority Liens or
the Third Priority Liens, as the case may be, on the Collateral. Each Trustee and each Additional
Third Priority
Representative, on behalf of itself and the Second Priority Secured Parties or the Third
Priority Secured Parties, as the case may be, shall have the burden of rebutting that presumption,
and of proving the portion (if any) of any distribution under any Plan of Reorganization to or for
the benefit of the Second Priority Secured Parties or the Third Priority Secured Parties, as the
case may be, that does not consist of proceeds of (or is not otherwise on account of or by virtue
of) such Lien on the Collateral, in each case by clear and convincing evidence.



     Section 7. Reliance; Waivers; etc.



     7.1 Reliance. Each of the 2010 Trustee, on behalf of itself and the other Second
Priority Secured Parties, and the 2015 Trustee and each Additional Third Priority Representative,
on behalf of themselves and the other Third Priority Secured Parties, acknowledges that the



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Second
Priority Secured Parties and Third Priority Secured Parties have, independently and without
reliance on the Collateral Agents, the Lender Agent or any other First Priority Secured Party, and
based on documents and information deemed by them appropriate, made their own credit analysis and
decision to enter into the Indentures or any other applicable Second Priority Document or Third
Priority Document, this Agreement and the transactions contemplated hereby and thereby and they
will continue to make their own credit decisions in taking or not taking any action under the
Indentures, any such other Second Priority Document, any such other Third Priority Document or this
Agreement. Each of the 2015 Trustee and each Additional Third Priority Representative, on behalf
of themselves and the other Third Priority Secured Parties, acknowledges that the Third Priority
Secured Parties have, independently and without reliance on the Collateral Agents, the 2010 Trustee
or any other Second Priority Secured Party, and based on documents and information deemed by them
appropriate, made their own credit analysis and decision to enter into the 2015 Indenture or any
other applicable Third Priority Document, this Agreement and the transactions contemplated hereby
and thereby and they will continue to make their own credit decisions in taking or not taking any
action under the 2015 Indenture, any such other Third Priority Document or this Agreement.



     7.2 No Warranties or Liability.



     (a) Each of the Second Priority Collateral Agent, the Third Priority Collateral Agent, the
2010 Trustee, on behalf of itself and the other Second Priority Secured Parties, and the 2015
Trustee and each Additional Third Priority Representative, on behalf of themselves and the other
Third Priority Secured Parties, acknowledges and agrees that each of the First Priority Collateral
Agent, the Lender Agent and the other holders of First Priority Claims 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 First Priority Documents or the
ownership of any Collateral or the perfection or priority of any Lien thereon. The holders of
First Priority Claims will be entitled to manage and supervise their respective loans and
extensions of credit to the Obligors in accordance with applicable law and as they may otherwise,
in their sole discretion, deem appropriate, and the holders of First Priority Claims may manage
their loans and extensions of credit without regard to any right or interest that any Second
Priority Secured Party or any Third Priority Secured Party may have in the Collateral or otherwise,
except as otherwise provided in this Agreement. None of the First Priority Collateral
Agent, the Lender Agent or any other First Priority Secured Party shall have any duty to any
Second Priority Secured Party or any Third Priority Secured Party 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 agreement with any Obligor (including the Second Priority Documents and Third
Priority Documents), regardless of any knowledge thereof which they may have or be charged with.



     (b) Each of the Third Priority Collateral Agent, the 2015 Trustee and each Additional Third
Priority Representative, on behalf of themselves and the other Third Priority Secured Parties,
acknowledges and agrees that each of the Second Priority Collateral Agent, the 2010 Trustee and the
other holders of Second Priority Claims 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 Second Priority Documents or the ownership of any Collateral or the
perfection or priority of any Lien thereon. The holders of



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Second Priority Claims will be entitled
to manage and supervise their extensions of credit to the Obligors in accordance with applicable
law and as they may otherwise, in their sole discretion, deem appropriate, and the holders of
Second Priority Claims may manage their extensions of credit without regard to any right or
interest that any Third Priority Secured Party may have in the Collateral or otherwise, except as
otherwise provided in this Agreement. None of the Second Priority Collateral Agent, the 2010
Trustee or any other Second Priority Secured Party shall have any duty to any Third Priority
Secured Party 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 agreement with any Obligor (including
the Third Priority Documents), regardless of any knowledge thereof which they may have or be
charged with.



     7.3 No Waiver of Lien Priorities.



     (a) To the fullest extent permitted under applicable law, no right of the First Priority
Collateral Agent, the Lender Agent, the other First Priority Secured Parties or any of them to
enforce any provision of this Agreement shall at any time in any way be prejudiced or impaired by
any act or failure to act on the part of any Obligor or by any act or failure to act by any First
Priority Secured Party, or by any noncompliance by any Person with the terms, provisions and
covenants of this Agreement or any of the First Priority Documents, the Second Priority Documents
or the Third Priority Documents, regardless of any knowledge thereof which the First Priority
Collateral Agent, the Lender Agent or the other First Priority Secured Parties, or any of them, may
have or be otherwise charged with. To the fullest extent permitted under applicable law, no right
of the Second Priority Collateral Agent, the 2010 Trustee, the other Second Priority Secured
Parties or any of them to enforce any provision of this Agreement shall at any time in any way be
prejudiced or impaired by any act or failure to act on the part of any Obligor or by any act or
failure to act by any Second Priority Secured Party, or by any noncompliance by any Person with the
terms, provisions and covenants of this Agreement or any of the Second Priority Documents or the
Third Priority Documents, regardless of any knowledge thereof which the Second Priority Collateral
Agent, the 2010 Trustee or the other Second Priority Secured Parties, or any of them, may have or
be otherwise charged with.



     (b) Without in any way limiting the generality of the foregoing paragraph (but subject to the
rights of the Obligors under the First Priority Documents), the First Priority Secured Parties and
any of them, may, to the fullest extent permitted under applicable law, at any time and from time
to time, without the consent of, or notice to, any Second Priority Secured Party or Third Priority
Secured Party, without incurring any liability to any Second Priority Secured Party or Third
Priority Secured Party 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 of any Second
Priority Secured Party or Third Priority Secured Party is affected, impaired or extinguished
thereby) do any one or more of the following:




     (i) make loans and advances to any Obligor or issue, guaranty or obtain letters of
credit for account of any Obligor or otherwise extend credit to any Obligor, in any amount
and on any terms, whether pursuant to a commitment or as a discretionary advance and whether
or not any default or event of default or failure of condition is then continuing;




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     (ii) change the manner, place or terms of payment or change or extend the time of
payment of, or renew, exchange, amend, increase or alter, the terms of any of the First
Priority Claims or any First Priority Lien or guaranty thereof or any liability of the
Obligors, or any liability incurred directly or indirectly in respect thereof (including any
increase in or extension of the First Priority Claims), without any restriction as to the
amount, 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 holders of First
Priority Claims, the First Priority Claims or any of the First Priority Documents;




     (iii) sell, exchange, release, surrender, realize upon, enforce or otherwise deal with
in any manner and in any order any part of the Collateral or any liability of any Obligor to
the First Priority Secured Parties, or any liability incurred directly or indirectly in
respect thereof;




     (iv) settle or compromise any First Priority Claim or any other liability of any
Obligor or any security therefor or any liability incurred directly or indirectly in respect
thereof and apply any sum by whomsoever paid and however realized to any liability
(including the First Priority Claims) in any manner or order; and




     (v) exercise or delay in or refrain from exercising any right or remedy against any
Obligor or any security or any other Person, elect any remedy and otherwise deal freely with
the Obligors and the Collateral and any security or any liability of any Obligor to the
holders of First Priority Claims or any liability incurred directly or indirectly in respect
thereof.



     (c) Without in any way limiting the generality of the foregoing paragraph (a) (but subject to
the rights of the Obligors under the Second Priority Documents), the Second Priority Secured
Parties and any of them, may, to the fullest extent permitted under applicable law but subject to
the terms of this Agreement (including, without limitation, Section 5.3 hereof), at any
time and from time to time, without the consent of, or notice to, any Third Priority Secured Party,
without incurring any liability to any Third Priority Secured Party 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 of any Third Priority Secured Party is affected, impaired or
extinguished thereby) do any one or more of the following:




     (i) change the manner, place or terms of payment or change or extend the time of
payment of, or renew, exchange, amend, increase or alter, the terms of any of the Second
Priority Claims or any Second Priority Lien or guaranty thereof or any liability of the
Obligors, or any liability incurred directly or indirectly in respect thereof (including any
increase in or extension of the Second Priority Claims), without any restriction as to the
amount, 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 holders of Second
Priority Claims, the Second Priority Claims or any of the Second Priority Documents;




     (ii) sell, exchange, release, surrender, realize upon, enforce or otherwise deal with
in any manner and in any order any part of the Collateral or any liability of any



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Obligor to the Second Priority Secured Parties, or any liability incurred directly or
indirectly in respect thereof;




     (iii) settle or compromise any Second Priority Claim or any other liability of any
Obligor or any security therefor or any liability incurred directly or indirectly in respect
thereof and apply any sum by whomsoever paid and however realized to any liability
(including the Second Priority Claims) in any manner or order; and




     (iv) exercise or delay in or refrain from exercising any right or remedy against any
Obligor or any security or any other Person, elect any remedy and otherwise deal freely with
the Obligors and the Collateral and any security or any liability of any Obligor to the
holders of Second Priority Claims or any liability incurred directly or indirectly in
respect thereof.



     (d) Each of the Second Priority Collateral Agent, the Third Priority Collateral Agent, the
2010 Trustee, on behalf of itself and the other Second Priority Secured Parties, and the 2015
Trustee and each Additional Third Priority Representative, on behalf of themselves and the other
Third Priority Secured Parties, also agrees, to the fullest extent permitted under applicable law,
that no First Priority Secured Party shall have any liability to any of them, and each of them, to
the fullest extent permitted under applicable law, hereby waives any claim against any First
Priority Secured Party, arising out of any action which such holders of First Priority Claims may
take or permit or omit to take with respect to the foreclosure upon, or sale, liquidation or other
disposition of, the Collateral. Each of the Second Priority Collateral Agent, the Third Priority
Collateral Agent, the 2010 Trustee, on behalf of itself and the other Second Priority Secured
Parties, and the 2015 Trustee and each Additional Third Priority Representative, on behalf of
themselves and the other Third Priority Secured Parties, agrees that none of the First Priority
Collateral Agent, the Lender Agent or any other First Priority Secured Party shall have any duty to
them, express or implied, fiduciary or otherwise, in respect of the maintenance or preservation of
the Collateral, the First Priority Claims or otherwise.



     (e) Each of the Third Priority Collateral Agent, the 2015 Trustee and each Additional Third
Priority Representative, on behalf of themselves and the other Third Priority Secured Parties, also
agrees, to the fullest extent permitted under applicable law, that no Second Priority Secured Party
shall have any liability to any of them, and each of them, to the fullest extent permitted under
applicable law, hereby waives any claim against any Second Priority Secured Party, arising out of
any action which such holders of Second Priority Claims may take or permit or omit to take with
respect to the foreclosure upon, or sale, liquidation or other disposition of, the Collateral.
Each of the Third Priority Collateral Agent, the 2015 Trustee and each Additional Third Priority
Representative, on behalf of themselves and the other Third Priority Secured Parties, agrees that
none of the Second Priority Collateral Agent, the 2010 Trustee or any other Second Priority Secured
Party shall have any duty to them, express or implied, fiduciary or otherwise, in respect of the
maintenance or preservation of the Collateral, the Second Priority Claims or otherwise.



     (f) Except to the extent otherwise expressly provided herein, each of the Second Priority
Collateral Agent, the Third Priority Collateral Agent, the 2010 Trustee, on behalf of itself and
the other Second Priority Secured Parties, and the 2015 Trustee and each Additional



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Third Priority Representative, on behalf of themselves and the other Third Priority Secured
Parties, 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 marshaling,
appraisal, valuation or other similar right that may otherwise be available under applicable law or
any other similar right a junior secured creditor may have under applicable law.



     7.4 Obligations Unconditional. All rights, interests, agreements and obligations of
the First Priority Secured Parties, the Second Priority Secured Parties and the Third Priority
Secured Parties hereunder shall remain in full force and effect irrespective of:



     (a) any lack of validity or enforceability of any First Priority Document, Second Priority
Document or Third Priority Document or any setting aside or avoidance of any First Priority Lien,
Second Priority Lien or Third Priority Lien;



     (b) any change in the time, manner or place of payment of, or in any other terms of, any First
Priority Claim, Second Priority Claim or Third Priority Claim, 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 the First Priority Documents, the Second Priority Documents or the Third
Priority Documents;



     (c) 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 any First Priority Claim, Second Priority Claim or Third Priority Claim or any guarantee
thereof;



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



     (e) any other circumstance which otherwise might constitute a defense available to, or a
discharge of, any Obligor in respect of the First Priority Claims, Second Priority Claims or Third
Priority Claims or of any First Priority Secured Party, Second Priority Secured Party or Third
Priority Secured Party 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 the First Priority Documents, the Second Priority Documents and the Third
Priority Documents, the provisions of this Agreement shall govern and control.



     8.2 Continuing Nature of this Agreement. This Agreement shall continue to be
effective until both the Discharge of First Priority Claims and the Discharge of Second Priority
Claims shall have occurred. This is a continuing agreement of lien priority. Each of the Second
Priority Collateral Agent, the Third Priority Collateral Agent, the 2010 Trustee, on behalf of
itself and the other Second Priority Secured Parties, and the 2015 Trustee and each Additional
Third Priority Representative, on behalf of themselves and the other Third Priority Secured
Parties, hereby irrevocably, absolutely, and unconditionally waives any right it may have under
applicable law to revoke this Agreement or any provisions hereof.



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     8.3 Amendments; Waivers. No amendment, modification or waiver of any provision of
this Agreement shall be deemed to be made unless the same shall be in writing signed by the First
Priority Collateral Agent, the Second Priority Collateral Agent, the Third Priority Collateral
Agent, the Lender Agent, the 2010 Trustee, the 2015 Trustee and each and each Additional Third
Priority Representative and, subject to the immediately following sentence, each Obligor 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 Obligor
shall have any right to consent to or approve any amendment, modification or waiver of any
provision of this Agreement except to the extent its rights are directly affected (which includes
any amendment to such Obligor’s ability to cause additional obligations to constitute First
Priority Claims, Second Priority Claims or Third Priority Claims as such Obligor may designate).



     8.4 Information Concerning Financial Condition of the Obligors and their Subsidiaries.



     (a) Each of the First Priority Secured Parties, the Second Priority Secured Parties and the
Third Priority Secured Parties, as separate groups of secured creditors shall be responsible for
keeping themselves informed of (i) the financial condition of the Obligors and their Subsidiaries
and all endorsers and/or guarantors of the First Priority Claims, the Second Priority Claims or the
Third Priority Claims and (ii) all other circumstances bearing upon the risk of nonpayment of the
First Priority Claims, the Second Priority Claims or the Third Priority Claims.



     (b) None of the First Priority Collateral Agent, the Lender Agent nor any other First Priority
Secured Party shall have any duty to advise the Second Priority Collateral Agent, the Third
Priority Collateral Agent, any Trustee, and Additional Third Priority Representative, any other
Second Priority Secured Party or any other Third Priority Secured Party of information known to it
or them regarding such condition or any such circumstance or otherwise. In the event the First
Priority Collateral Agent or the Lender Agent or any other First Priority Secured Party undertakes
at any time or from time to time to provide any such information to any Second Priority Secured
Party or Third Priority Secured Party, it or they shall be under no obligation (i) to provide any
additional information or to provide any such information on any subsequent occasion, (ii) to
undertake any investigation or (iii) to disclose any information which, pursuant to accepted or
reasonable commercial finance practices, such party wishes to maintain confidential.



     (c) None of the Second Priority Collateral Agent, the 2010 Trustee nor any other Second
Priority Secured Party shall have any duty to advise the Third Priority Collateral Agent, the 2015
Trustee, any Additional Third Priority Representative or any other Third Priority Secured Party of
information known to it or them regarding such condition or any such circumstance or otherwise. In
the event the Second Priority Collateral Agent or the 2010 Trustee or any other Second Priority
Secured Party undertakes at any time or from time to time to provide any such information to any
Third Priority Secured Party, it or they shall be under no obligation (i) to provide any additional
information or to provide any such information on any subsequent occasion, (ii) to undertake any
investigation or (iii) to disclose any information



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which, pursuant to accepted or reasonable commercial finance practices, such party wishes to
maintain confidential.



     8.5 Certain Successors. Each successor First Priority Collateral Agent, Second
Priority Collateral Agent, Third Priority Collateral Agent, Trustee and each Additional Third
Priority Representative, shall execute and deliver a counterpart of and become a party to this
Agreement (but the failure to execute such counterpart shall not diminish such Person’s obligations
under this Agreement).



     8.6 Application of Payments. All payments received by the holders of First Priority
Claims may be applied, reversed and reapplied, in whole or in part, to such part of the First
Priority Claims as the holders of First Priority Claims, in their sole discretion, deem
appropriate. Following the Discharge of First Priority Claims and until the Discharge of Second
Priority Claims has occurred, all payments received by the holders of Second Priority Claims may be
applied, reversed and reapplied, in whole or in part, to such part of the Second Priority Claims as
the holders of Second Priority Claims, in their sole discretion, deem appropriate.



     8.7 Marshalling of Assets. Each of the Second Priority Collateral Agent, the Third
Priority Collateral Agent, the 2010 Trustee, on behalf of itself and the other Second Priority
Secured Parties, and the 2015 Trustee any Additional Third Priority Representative, on behalf of
themselves and the other Third Priority Secured Parties, hereby irrevocably, absolutely, and
unconditionally waives any and all rights or powers any Second Priority Secured Party or Third
Priority Secured Party, as the case may be, may have at any time under applicable law or otherwise
to have the Collateral, or any part thereof, marshaled upon any foreclosure or other enforcement of
the First Priority Liens or the Second Priority Liens.



     8.8 No Purchase Option in Favor of Second Priority Secured Parties or Third Priority
Secured Parties. Without in any manner limiting the other provisions of this Agreement
(including as to the enforcement of the rights, powers and/or remedies of the First Priority
Collateral Agent, the Lender Agent or the other First Priority Secured Parties in and to the
Collateral), nothing herein is intended to grant the Second Priority Secured Parties or Third
Priority Secured Parties the option to purchase the aggregate amount (or any other portion) of the
outstanding First Priority Claims, whether at par or at any other price or under any other terms or
conditions. Without in any manner limiting the other provisions of this Agreement (including as to
the enforcement of the rights, powers, and/or remedies of the Second Priority Collateral Agent, the
2010 Trustee or the other Second Priority Secured Parties in and to the Collateral following the
Discharge of First Priority Claims), nothing herein is intended to grant the Third Priority Secured
Parties the option to purchase the aggregate amount (or any other portion) of outstanding Second
Priority Claims, whether at par or at any other price or under any other terms or conditions.



     8.9 Notices. All notices to the First Priority Secured Parties permitted or required
under this Agreement may be sent to the Lender Agent (with a copy to the First Priority Collateral
Agent). All notices to the Second Priority Secured Parties permitted or required under this
Agreement may be sent to the 2010 Trustee (with a copy to the Second Priority Collateral Agent).
All notices to the Third Priority Secured Parties permitted or required under this Agreement may be
sent to the 2015 Trustee and each Additional Third Priority Representative



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(with a copy to the Third Priority Collateral Agent). All notices to the Obligors permitted
or required under this Agreement may be sent to the Borrowers. Unless otherwise specifically
provided herein, any notice or other communication herein required or permitted to be given shall
be in writing and may be personally served, telecopied, electronically mailed or sent by courier
service or U.S. mail and shall be deemed to have been given when delivered in person or by courier
service, upon receipt of a telecopy or electronic mail or four Business Days after deposit in the
U.S. mail (registered or certified, 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.



     8.10 Further Assurances. Each of the Lender Agent, on behalf of itself and the other
First Priority Secured Parties, the 2010 Trustee, on behalf of itself and the other Second Priority
Secured Parties, the 2015 Trustee and each Additional Third Priority Representative, on behalf of
themselves and the other Third Priority Secured Parties, and each Obligors, agrees 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 any other party may reasonably request to effect
the terms of this Agreement (including, in the case of the Lender Agent, 2010 Trustee, 2015 Trustee
or any other Additional Third Priority Representative, to direct the First Priority Collateral
Agent, Second Priority Collateral Agent, and Third Priority Collateral Agent to do the same). Each
of ResCap and the Borrowers shall cause each of its Subsidiaries that becomes an Obligor to execute
and deliver a counterpart of and become a party to this Agreement.



     8.11 Governing Law. THIS AGREEMENT SHALL BE DEEMED TO BE A CONTRACT MADE UNDER AND
GOVERNED BY THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO CONFLICTS OF LAWS PRINCIPLES (BUT
WITH REFERENCE TO SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW, WHICH BY ITS TERMS
APPLIES TO THIS AGREEMENT.



     8.12 Binding on Successors and Assigns; No Third Party Beneficiaries. This Agreement
shall be binding upon and inure to the benefit of the First Priority Collateral Agent, the Lender
Agent, the other First Priority Secured Parties (including to the benefit of any successors to the
First Priority Secured Parties by virtue of any refinancing), the Second Priority Collateral Agent,
the 2010 Trustee, the other Second Priority Secured Parties, the Third Priority Collateral Agent,
the 2015 Trustee and each Additional Third Priority Representative, the other Third Priority
Secured Parties, and their respective successors and assigns. No other Person shall have or be
entitled to assert rights or benefits hereunder. This Agreement shall be binding upon the Obligors
and their successors and assigns; provided that no Obligor or any successor or assign
thereof shall be entitled to enforce any provision of this Agreement (other than any provision
hereof expressly preserving any right of any Obligor under any First Priority Document, Second
Priority Document or Third Priority Document).



     8.13 Specific Performance. Each of the First Priority Collateral Agent, the Second
Priority Collateral Agent, the Third Priority Collateral Agent, the Lender Agent, the Trustees and
the Additional Third Priority Representatives may demand specific performance of this Agreement.
Each of the Second Priority Collateral Agent, the 2010 Trustee, on behalf of itself and the other
Second Priority Secured Parties, the Third Priority Collateral Agent, and the 2015



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Trustee and each Additional Third Priority Representative, on behalf of themselves and the
other Third Priority Secured Parties, hereby irrevocably waives 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 the First Priority Collateral Agent, the Lender
Agent or any other First Priority Secured Party (other than the defense that the obligation for
which specific performance is being sought has been performed in accordance with this Agreement).
Each of the Third Priority Collateral Agent and the 2015 Trustee and each Additional Third Priority
Representative, on behalf of themselves and the other Third Priority Secured Parties, hereby
irrevocably waives 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
the Second Priority Collateral Agent, the 2010 Trustee or any other Second Priority Secured Party.
Without limiting the generality of the foregoing or of the other provisions of this Agreement, in
seeking specific performance in any Insolvency Proceeding, the First Priority Collateral Agent and
the Lender Agent may seek such relief as if it were the “holder” of the claims of the Second
Priority Secured Parties and the Third Priority Secured Parties under Section 1126(a) of the
Bankruptcy Code or otherwise had been granted an irrevocable power of attorney by the Second
Priority Secured Parties and Third Priority Secured Parties. Following the Discharge of First
Priority Claims and until the Discharge of Second Priority Claims has occurred, without limiting
the generality of the foregoing or of the other provisions of this Agreement, in seeking specific
performance in any Insolvency Proceeding, the Second Priority Collateral Agent and the 2010 Trustee
may seek such relief as if it were the “holder” of the claims of the Third Priority Secured Parties
under Section 1126(a) of the Bankruptcy Code or otherwise had been granted an irrevocable power of
attorney by the Third Priority Secured Parties.



     8.14 Section Titles; Time Periods. The section titles contained in this Agreement are
and shall be without substantive meaning or content of any kind whatsoever and are not a part of
this Agreement.



     8.15 Counterparts. This Agreement may be executed in one or more counterparts, each
of which shall be an original and all of which shall together constitute one and the same document.
Delivery of an executed counterpart of a signature page to this Agreement by facsimile or
electronic transmission shall be effective as delivery of a manually executed counterpart of this
Agreement.



     8.16 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.



     8.17 Effectiveness. This Agreement shall become effective when executed and delivered
by the parties listed below. This Agreement shall be effective both before and after the
commencement of any Insolvency Proceeding. Consistent with, but not in limitation of, the
preceding sentence, each of the First Priority Collateral Agent, the Second Priority Collateral
Agent, the Third Priority Collateral Agent, the Lender Agent (on behalf of itself and the other
First Priority Secured Parties), the 2010 Trustee (on behalf of itself and the other Second
Priority Secured Parties) and the 2015 Trustee and each Additional Third Priority Representative
(on behalf of themselves and the other Third Priority Secured Parties), irrevocably acknowledges



-54-









 







that this Agreement constitutes a “subordination agreement” within the meaning of both New
York law and Section 510(a) of the Bankruptcy Code. All references to any Obligor shall include
any Obligor as debtor and debtor-in-possession and any receiver or trustee for such Obligor (as the
case may be) in any Insolvency Proceeding.



     8.18 Provisions Solely to Define Relative Rights. The provisions of this Agreement
are and are intended solely for the purpose of defining the relative rights of the First Priority
Secured Parties, the Second Priority Secured Parties and the Third Priority Secured Parties as
separate groups of secured creditors. None of the Borrowers, any other Obligor (including any
Guarantor) or any other creditor thereof shall have any right hereunder. Nothing in this Agreement
is intended to or shall impair the obligations of either Borrower or any other Obligor, which are
absolute and unconditional, to pay the First Priority Claims, the Second Priority Claims and the
Third Priority Claims as and when the same shall become due and payable in accordance with their
terms.



     8.19 Compliance with Trust Indenture Act. Nothing contained herein shall impair the
ability of either Trustee or any Additional Third Priority Representative to take any action
necessary to comply with any obligation imposed by applicable law, including the Trust Indenture
Act.



     8.20 Exclusive Means of Exercising Rights under this Agreement. The First Priority
Secured Parties shall be deemed to have irrevocably appointed the Lender Agent as their exclusive
agent hereunder. The 2010 Noteholders shall be deemed to have irrevocably appointed the 2010
Trustee as their exclusive agent hereunder. The 2015 Noteholders shall be deemed to have
irrevocably appointed the 2015 Trustee as their exclusive agent hereunder. The holders of
Indebtedness under any Additional Pari Passu Third Priority Agreement shall be deemed to have
irrevocably appointed its designated Additional Third Priority Representative as their exclusive
agent hereunder. Consistent with such appointment, (a) the First Priority Secured Parties further
shall be deemed to have agreed that only the Lender Agent (and not any individual claimholder or
group of claimholders) as agent for the First Priority Secured Parties, or any of the Lender
Agent’s agents (including the First Priority Collateral Agent) shall have the right on their behalf
to exercise any rights, powers, and/or remedies under or in connection with this Agreement
(including bringing any action to interpret or otherwise enforce the provisions of this Agreement);
provided, that (i) First Priority Secured Parties holding obligations in respect to
obligations in respect of hedging agreements may exercise customary netting rights with respect
thereto, (ii) cash collateral may be held pursuant to the terms of the First Priority Documents
(including any relating to hedging agreements) and any such individual First Priority Secured Party
may act against such cash collateral, and (iii) First Priority Secured Parties may exercise
customary rights of setoff against depository or other accounts maintained with them; (b) the
Second Priority Secured Parties further shall be deemed to have agreed that only the 2010 Trustee
(and not any individual claimholder or group of claimholders), as the agent of the Second Priority
Secured Parties, or any of the 2010 Trustee’s agents (including the Second Priority Collateral
Agent) shall have the right on their behalf to exercise any rights, powers, and/or remedies under
or in connection with this Agreement (including bringing any action to interpret or otherwise
enforce the provisions of this Agreement); (c) the 2015 Noteholders further shall be deemed to have
agreed that only the 2015 Trustee (and not any individual claimholder or group of claimholders), as
the agent for the 2015 Noteholders, or any of the 2015



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Trustee’s agents (including the Third Priority Collateral Agent) shall have the right on their
behalf to exercise any rights, powers, and/or remedies under or in connection with this Agreement
(including bringing any action to interpret or otherwise enforce the provisions of this Agreement);
and (d) (c) the holders of the Indebtedness under each Additional Pari Passu Third Priority
Agreement further shall be deemed to have agreed that only the Additional Third Priority
Representative thereof (and not any individual claimholder or group of claimholders), as the agent
for such holders, or any of the 2015 Trustee’s agents (including the Third Priority Collateral
Agent) shall have the right on their behalf to exercise any rights, powers, and/or remedies under
or in connection with this Agreement (including bringing any action to interpret or otherwise
enforce the provisions of this Agreement). Specifically, but without limiting the generality of
the foregoing, each First Priority Secured Party or group of First Priority Secured Parties, each
Second Priority Secured Party or group of Second Priority Secured Parties, and each Third Priority
Secured Party or group of Third Priority Secured Parties, shall not be entitled to take or file,
but instead shall be precluded from taking or filing (whether in any Insolvency Proceeding or
otherwise), any action, judicial or otherwise, to enforce any right or power or pursue any remedy
under this Agreement (including any declaratory judgment or other action to interpret or otherwise
enforce the provisions of this Agreement), except solely as provided in the proviso in the
immediately preceding sentence.



     8.21 Right of First Priority Collateral Agent or Collateral Control Agent to Continue.
Any Person serving as First Priority Collateral Agent or Collateral Control Agent shall be
entitled to continue, including to continue to perform his, her or its rights, obligations and
duties, as the First Priority Collateral Agent or Collateral Control Agent, as the case may be,
notwithstanding whether any such Person has served or is serving as the Second Priority Collateral
Agent and/or the Third Priority Collateral Agent and/or Additional Third Priority Representative.
Without limiting the generality of the preceding sentence of this Section 8.21, any Person
serving as First Priority Collateral Agent or Collateral Control Agent shall be entitled to
continue to so serve in such capacity (including to continue to perform any of such First Priority
Collateral Agent’s or Collateral Control Agent’s rights, obligations, and/or duties) even if any
such Person has resigned as the Second Priority Collateral Agent and/or Third Priority Collateral
Agent and/or Additional Third Priority Representative, but such resignation has not become
effective for any reason, including because a successor Second Priority Collateral Agent or Third
Priority Collateral Agent or Additional Third Priority Representative, as the case may be, has not
been appointed or has accepted such appointment, without any liability to any of the 2010 Trustee
and the 2010 Noteholders or to any of the 2015 Trustee, any Additional Third Priority
Representative and the Third Priority Secured Parties, as the case may be, by virtue of any such
resignation and any of the circumstances relating in any manner whatsoever to such resignation.



     8.22 Interpretation. This Agreement is a product of negotiations among
representatives of, and has been reviewed by counsel to, each of the First Priority Collateral
Agent, the Second Priority Collateral Agent, the Third Priority Collateral Agent, the Trustees,
each Additional Third Priority Representative, the Lender Agent and each Obligor and is the product
of those Persons on behalf of themselves and the First Priority Secured Parties (in the case of the
Lender Agent), the Second Priority Secured Parties (in the case of the 2010 Trustee) and the Third
Priority Secured Parties (in the case of the 2015 Trustee and each Additional Third Priority
Representative). Accordingly, this Agreement’s provisions shall not be construed



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against, or in favor of, any party or other Person merely by virtue of the extent of that
party or other Person’s involvement, or lack of involvement, in the preparation of this Agreement
and of any of its specific provisions.



     8.23 Forum Selection and Consent to Jurisdiction. ANY LITIGATION BASED HEREON, OR
ARISING OUT OF, UNDER, OR IN CONNECTION WITH, THIS AGREEMENT, OR ANY COURSE OF CONDUCT, COURSE OF
DEALING, STATEMENTS (WHETHER ORAL OR WRITTEN) OR ACTIONS OF ANY PARTY HERETO RELATING THERETO SHALL
BE BROUGHT AND MAINTAINED EXCLUSIVELY (TO THE EXTENT PERMITTED UNDER APPLICABLE LAW) IN THE COURTS
OF THE STATE OF NEW YORK LOCATED IN NEW YORK COUNTY, OR IN THE UNITED STATES DISTRICT COURT FOR THE
SOUTHERN DISTRICT OF NEW YORK. EACH OF THE PARTIES HERETO HEREBY EXPRESSLY AND IRREVOCABLY SUBMITS
TO THE JURISDICTION OF THE COURTS OF THE STATE OF NEW YORK LOCATED IN NEW YORK COUNTY, AND OF THE
UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW YORK FOR THE PURPOSE OF ANY SUCH
LITIGATION AS SET FORTH ABOVE AND IRREVOCABLY AGREES TO BE BOUND BY ANY JUDGMENT RENDERED THEREBY
IN CONNECTION WITH SUCH LITIGATION. EACH OF THE PARTIES HERETO IRREVOCABLY CONSENTS TO THE
SERVICE OF PROCESS BY REGISTERED MAIL, POSTAGE PREPAID, OR BY PERSONAL SERVICE WITHIN OR WITHOUT
THE STATE OF NEW YORK. EACH OF THE PARTIES HERETO HEREBY EXPRESSLY AND IRREVOCABLY WAIVES, TO THE
FULLEST EXTENT PERMITTED BY LAW, ANY OBJECTION WHICH IT MAY HAVE OR HEREAFTER MAY HAVE TO THE
LAYING OF VENUE OF ANY SUCH LITIGATION BROUGHT IN ANY SUCH COURT REFERRED TO ABOVE AND ANY CLAIM
THAT ANY SUCH LITIGATION HAS BEEN BROUGHT IN AN INCONVENIENT FORUM. EACH PARTY HEREBY REPRESENTS
AND WARRANTS THAT IT HAS NO RIGHT TO IMMUNITY FROM THE SERVICE OF PROCESS OR JURISDICTION OR ANY
JUDICIAL PROCEEDINGS OF ANY COMPETENT COURT OR FROM EXECUTION OF ANY JUDGMENT OR FROM THE EXECUTION
OR ENFORCEMENT THEREIN OF ANY ARBITRATION DECISION IN RESPECT OF ANY SUIT, ACTION, PROCEEDING OR
ANY OTHER MATTER ARISING OUT OF OR RELATING TO ITS OBLIGATIONS UNDER THIS AGREEMENT OR THE
TRANSACTIONS CONTEMPLATED HEREBY, AND TO THE EXTENT THAT ANY PARTY HERETO IS OR BECOMES ENTITLED TO
ANY SUCH IMMUNITY WITH RESPECT TO THE SERVICE OF PROCESS OR JURISDICTION OR ANY JUDICIAL
PROCEEDINGS OF ANY COMPETENT COURT, AND TO THE EXTENT PERMITTED BY LAW, IT DOES HEREBY AND WILL
IRREVOCABLY AND UNCONDITIONALLY AGREE NOT TO PLEAD OR CLAIM ANY SUCH IMMUNITY WITH RESPECT TO ITS
OBLIGATIONS OR ANY OTHER MATTER UNDER OR ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE
TRANSACTIONS CONTEMPLATED HEREBY.



     8.24 Waiver of Jury Trial. THE PARTIES HERETO HEREBY KNOWINGLY, VOLUNTARILY AND
INTENTIONALLY WAIVE ANY RIGHTS THEY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION BASED
HEREON, OR ARISING OUT OF, UNDER OR IN CONNECTION WITH, THIS AGREEMENT OR ANY COURSE OF CONDUCT,
COURSE OF DEALING, STATEMENTS (WHETHER ORAL OR WRITTEN)



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OR ACTIONS OF SUCH PARTIES RELATING THERETO. EACH OF THE PARTIES HERETO ACKNOWLEDGES AND
AGREES THAT IT HAS RECEIVED FULL AND SUFFICIENT CONSIDERATION FOR THIS PROVISION.



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



	 	 	 	 	 
	 	First Priority Collateral Agent:



WELLS FARGO BANK, N.A.,

     in its capacity as First Priority Collateral Agent for the 

First Priority Secured Parties

 	 
	 	By:  	/s/ Nicholas D. Tally
 	 
	 	 	Name:  	Nicholas D. Tally 	 
	 	 	Title:  	Vice President 	 
	 



	 	 	 	 	 
	 

	 	Address:
	 	625 Marquette Avenue
	 

	 	 	 	N9311-110
	 

	 	 	 	Minneapolis, Minnesota 55479
	 

	 	Attention:
	 	Nicholas D. Tally – Specialized Products Group






 









 





	 	 	 	 	 
	 	Second Priority Collateral Agent:




WELLS FARGO BANK, N.A.,

     in its capacity as Second Priority Collateral Agent for the 

Second Priority Secured Parties

 	 
	 	By:  	/s/ Nicholas D. Tally
 	 
	 	 	Name:  	Nicholas D. Tally 	 
	 	 	Title:  	Vice President 	 
	 



	 	 	 	 	 
	 

	 	Address:
	 	625 Marquette Avenue
	 

	 	 	 	N9311-110
	 

	 	 	 	Minneapolis, Minnesota 55479
	 

	 	Attention:
	 	Nicholas D. Tally — Specialized Products Group






 









 





	 	 	 	 	 
	 	Third Priority Collateral Agent:




WELLS FARGO BANK, N.A.,

     in its capacity as Third Priority Collateral Agent for the 

Third Priority Secured Parties

 	 
	 	By:  	/s/ Nicholas D. Tally
 	 
	 	 	Name:  	Nicholas D. Tally 	 
	 	 	Title:  	Vice President 	 
	 



	 	 	 	 	 
	 

	 	Address:
	 	625 Marquette Avenue
	 

	 	 	 	N9311-110
	 

	 	 	 	Minneapolis, Minnesota 55479
	 

	 	Attention:
	 	Nicholas D. Tally — Specialized Products Group






 









 





	 	 	 	 	 
	 	Collateral Control Agent:



WELLS FARGO BANK, N.A.,

     in its capacity as Collateral Control Agent

 	 
	 	By:  	/s/ Nicholas D. Tally
 	 
	 	 	Name:  	Nicholas D. Tally 	 
	 	 	Title:  	Vice President 	 
	 



	 	 	 	 	 
	 

	 	Address:
	 	625 Marquette Avenue
	 

	 	 	 	N9311-110
	 

	 	 	 	Minneapolis, Minnesota 55479
	 

	 	Attention:
	 	Nicholas D. Tally — Specialized Products Group






 









 





	 	 	 	 	 
	 	Lender Agent:




               GMAC LLC,

                    as Lender Agent

 	 
	 	By:  	/s/ David C. Walker
 	 
	 	 	Name:  	David C. Walker 	 
	 	 	Title:  	Group Vice President and Treasurer 	 
	 



	 	 	 	 	 
	 

	 	Address:
	 	GMAC LLC
	 

	 	 	 	200 Renaissance Center
	 

	 	 	 	Detroit, Michigan 48265
	 

	 	Attention:
	 	David Walker, Group VP & Treasurer






 









 





	 	 	 	 	 
	 	2010 Trustee:




U.S. Bank National Association,

     as Trustee

 	 
	 	By:  	/s/ Richard Prokosch
 	 
	 	 	Name:  	Richard Prokosch 	 
	 	 	Title:  	Vice President 	 
	 



	 	 	 	 	 
	 

	 	Address:
	 	U.S. Bank National Association
	 

	 	 	 	60 Livingston Avenue
	 

	 	 	 	EP-MN-WS3C
	 

	 	 	 	St. Paul, MN 55107-2292
	 

	 	Attention:
	 	Richard Prokosch






 









 





	 	 	 	 	 
	 	2015 Trustee:



U.S. Bank National Association,

     as Trustee

 	 
	 	By:  	/s/ Richard Prokosch
 	 
	 	 	Name:  	Richard Prokosch 	 
	 	 	Title:  	Vice President 	 
	 



	 	 	 	 	 
	 

	 	Address:
	 	U.S. Bank National Association
	 

	 	 	 	60 Livingston Avenue
	 

	 	 	 	EP-MN-WS3C
	 

	 	 	 	St. Paul, MN 55107-2292
	 

	 	Attention:
	 	Richard Prokosch






 









 





	 	 	 	 	 
	 	Borrower:



RESIDENTIAL FUNDING COMPANY, LLC

 	 
	 	By:  	/s/ Melissa White
 	 
	 	 	Name:  	Melissa White 	 
	 	 	Title:  	Assistant Treasurer 	 
	 



	 	 	 	 	 
	 

	 	Address:
	 	Residential Funding Company LLC
	 

	 	 	 	One Meridian Crossings, Suite 100
	 

	 	 	 	Minneapolis, MN 55423
	 

	 	Attention:	 	 






 









 





	 	 	 	 	 
	 	Borrower:



GMAC MORTGAGE, LLC

 	 
	 	By:  	/s/ Melissa White
 	 
	 	 	Name:  	Melissa White 	 
	 	 	Title:  	Assistant Treasurer 	 
	 



	 	 	 	 	 
	 

	 	Address:
	 	GMAC Mortgage, LLC
	 

	 	 	 	1100 Virginia Drive
	 

	 	 	 	Fort Washington, PA 19034-3200
	 

	 	Attention:	 	 






 









 





	 	 	 	 	 
	 	Obligor:



RESIDENTIAL CAPITAL, LLC

 	 
	 	By:  	/s/ John M. Peterson
 	 
	 	 	Name:  	John M. Peterson 	 
	 	 	Title:  	Assistant Treasurer 	 
	 




 









 





	 	 	 	 	 
	 	Obligor:



HOMECOMINGS FINANCIAL, LLC

 	 
	 	By:  	/s/ Melissa White
 	 
	 	 	Name:  	Melissa White 	 
	 	 	Title:  	Assistant Treasurer 	 
	 




 









 





	 	 	 	 	 
	 	Obligor:



GMAC-RFC HOLDING COMPANY, LLC

 	 
	 	By:  	/s/ Melissa White
 	 
	 	 	Name:  	Melissa White 	 
	 	 	Title:  	Assistant Treasurer 	 
	 




 









 





	 	 	 	 	 
	 	Obligor:



GMAC RESIDENTIAL HOLDING COMPANY, LLC

 	 
	 	By:  	/s/ Melissa White
 	 
	 	 	Name:  	Melissa White 	 
	 	 	Title:  	Assistant Treasurer 	 
	 




 









 





	 	 	 	 	 
	 	Obligor:



GMAC MODEL HOME FINANCE, LLC

 	 
	 	By:  	/s/ Michael J. Franta
 	 
	 	 	Name:  	Michael J. Franta 	 
	 	 	Title:  	President 	 
	 








 









 











	 	 	 	 	 
	 	Obligor:



DEVELOPERS OF HIDDEN SPRINGS, LLC

 	 
	 	By:  	/s/ Michael J. Franta
 	 
	 	 	Name:  	Michael J. Franta 	 
	 	 	Title:  	President 	 
	 




 









 





	 	 	 	 	 
	 	Obligor:



DOA HOLDING PROPERTIES, LLC

 	 
	 	By:  	/s/ Michael J. Franta
 	 
	 	 	Name:  	Michael J. Franta 	 
	 	 	Title:  	President 	 
	 




 









 





	 	 	 	 	 
	 	Obligor:



RFC ASSET HOLDINGS II, LLC

 	 
	 	By:  	/s/ Melissa White
 	 
	 	 	Name:  	Melissa White 	 
	 	 	Title:  	Assistant Treasurer 	 
	 




 









 





	 	 	 	 	 
	 	Obligor:



PASSIVE ASSET TRANSACTIONS, LLC

 	 
	 	By:  	/s/ Melissa White
 	 
	 	 	Name:  	Melissa White 	 
	 	 	Title:  	Assistant Treasurer 	 
	 




 









 





	 	 	 	 	 
	 	Obligor:



RESIDENTIAL MORTGAGE REAL ESTATE HOLDINGS, LLC

 	 
	 	By:  	/s/ Melissa White
 	 
	 	 	Name:  	Melissa White 	 
	 	 	Title:  	Assistant Treasurer 	 
	 




 









 





	 	 	 	 	 
	 	Obligor:



RESIDENTIAL FUNDING REAL ESTATE HOLDINGS, LLC

 	 
	 	By:  	/s/ Melissa White
 	 
	 	 	Name:  	Melissa White 	 
	 	 	Title:  	Assistant Treasurer 	 
	 




 









 





	 	 	 	 	 
	 	Obligor:



HOMECOMINGS FINANCIAL REAL ESTATE HOLDINGS, LLC

 	 
	 	By:  	/s/ Melissa White
 	 
	 	 	Name:  	Melissa White 	 
	 	 	Title:  	Assistant Treasurer 	 
	 




 









 





	 	 	 	 	 
	 	Obligor:




EQUITY INVESTMENT I, LLC

 	 
	 	By:  	/s/ Michael J. Franta
 	 
	 	 	Name:  	Michael J. Franta 	 
	 	 	Title:  	President 	 
	 




 









 





TABLE OF CONTENTS




	 	 	 	 	 
	 	 	Page	 
	SECTION 1. DEFINITIONS
	 	 	2	 
	1.1 Defined Terms
	 	 	2	 
	1.2 Terms Generally
	 	 	11	 
	SECTION 2. LIEN PRIORITIES
	 	 	12	 
	2.1 Relative Priorities
	 	 	12	 
	2.2 Prohibition on Contesting Liens
	 	 	13	 
	2.3 No New Liens
	 	 	13	 
	2.4 Nature of First Priority Obligations
	 	 	13	 
	SECTION 3. ENFORCEMENT
	 	 	14	 
	3.1 Exercise of Remedies
	 	 	14	 
	3.2 Cooperation
	 	 	19	 
	3.3 Notices of Default
	 	 	20	 
	SECTION 4. PAYMENTS
	 	 	20	 
	4.1 Application of Proceeds
	 	 	20	 
	4.2 Payments Over
	 	 	21	 
	SECTION 5. OTHER AGREEMENTS
	 	 	22	 
	5.1 Releases
	 	 	22	 
	5.2 Insurance
	 	 	23	 
	5.3
Amendments to Second Priority Documents and Third Priority Documents, etc.
	 	 	24	 
	5.4 Rights as Unsecured Creditors
	 	 	28	 
	5.5 Bailee for Perfection; Collateral Control Agent
	 	 	29	 
	5.6 Special Provisions Relating to Collateral Control Agreement
	 	 	30	 
	SECTION 6. INSOLVENCY PROCEEDINGS
	 	 	39	 
	6.1 Finance and Sale Issues
	 	 	39	 
	6.2 [Intentionally Omitted]
	 	 	41	 
	6.3 Adequate Protection
	 	 	41	 
	6.4 No Waiver
	 	 	42	 
	6.5 Preference Recoveries
	 	 	42	 
	6.6 Post-Petition Interest
	 	 	43	 






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TABLE OF CONTENTS
(Continued)




	 	 	 	 	 
	 	 	Page	 
	6.7 [Intentionally Omitted]
	 	 	43	 
	6.8 Separate Grants of Security and Separate Classification
	 	 	43	 
	6.9 Voting for Plan of Reorganization
	 	 	44	 
	6.10 No X Clause
	 	 	45	 
	6.11 Determination of Distributions on Account of Lien on Collateral
	 	 	45	 
	SECTION 7. RELIANCE; WAIVERS; ETC
	 	 	45	 
	7.1 Reliance
	 	 	45	 
	7.2 No Warranties or Liability
	 	 	46	 
	7.3 No Waiver of Lien Priorities
	 	 	47	 
	7.4 Obligations Unconditional
	 	 	50	 
	SECTION 8. MISCELLANEOUS
	 	 	50	 
	8.1 Conflicts
	 	 	50	 
	8.2 Continuing Nature of this Agreement
	 	 	50	 
	8.3 Amendments; Waivers
	 	 	51	 
	8.4 Information Concerning Financial Condition of the Obligors and their
Subsidiaries
	 	 	51	 
	8.5 Certain Successors
	 	 	52	 
	8.6 Application of Payments
	 	 	52	 
	8.7 Marshalling of Assets
	 	 	52	 
	8.8 No Purchase Option in Favor of Second Priority Secured Parties or Third
Priority Secured Parties
	 	 	52	 
	8.9 Notices
	 	 	52	 
	8.10 Further Assurances
	 	 	53	 
	8.11 Governing Law
	 	 	53	 
	8.12 Binding on Successors and Assigns; No Third Party Beneficiaries
	 	 	53	 
	8.13 Specific Performance
	 	 	53	 
	8.14 Section Titles; Time Periods
	 	 	54	 
	8.15 Counterparts
	 	 	54	 
	8.16 Authorization
	 	 	54	 
	8.17 Effectiveness
	 	 	54	 
	8.18 Provisions Solely to Define Relative Rights
	 	 	55	 






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TABLE OF CONTENTS
(Continued)




	 	 	 	 	 
	 	 	Page	 
	8.19 Compliance with Trust Indenture Act
	 	 	55	 
	8.20 Exclusive Means of Exercising Rights under this Agreement
	 	 	55	 
	8.21 Right of First Priority Collateral Agent or Collateral Control Agent to
Continue
	 	 	56	 
	8.22 Interpretation
	 	 	56	 
	8.23 Forum Selection and Consent to Jurisdiction
	 	 	57	 
	8.24 Waiver of Jury Trial
	 	 	57	 







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