WHEREAS, ResCap and the 2015 Trustee have entered into an Indenture, dated as of June6, 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% JuniorSecured Guaranteed Notes due 2015 (together with any additional notes issued under the 2015Indenture, the “2015 Notes”);     WHEREAS, the Obligors may incur Indebtedness under one or more Additional Pari PassuThird Priority Agreements following the date hereof; and     WHEREAS, the Obligors will grant to the Third Priority Collateral Agent, for the benefit ofthe Third Priority Secured Parties, security interests in the Collateral as security for paymentand performance of the Third Priority Claims (as hereinafter defined);     NOW, THEREFORE, in consideration of the foregoing, the mutual covenants andobligations herein set forth and for other good and valuable consideration, the adequacy andreceipt of which are hereby acknowledged, and in reliance upon the representations, warranties andcovenants herein contained, the parties hereto, intending to be legally bound, hereby agree asfollows:     Section 1. Definitions.     1.1 Defined Terms. As used in this Agreement, the following terms shall have thefollowing meanings (such meanings to be equally applicable to both the singular and the pluralforms of the terms indicated):     “2010 Indenture” is defined in the thirdrecital.     “2010 Noteholder Security Agreement” means the Pledge and Security Agreement andIrrevocable Proxy, dated as of June 6, 2008, among ResCap, the Borrowers, certain of theiraffiliates, 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 thirdrecital.     “2010 Trustee” shall include, in addition to the 2010 Trustee defined in thepreamble, the then acting trustee under the 2010 Indenture and any successor theretoexercising substantially the same rights and powers.     “2015 Indenture” is defined in the fifthrecital.     “2015 Noteholder Security Agreement” means the Pledge and Security Agreement andIrrevocable Proxy, dated as of June 6, 2008, among ResCap, the Borrowers, certain of theiraffiliates, the Third Priority Collateral Agent, the 2015 Trustee and each Additional ThirdPriority 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 fifthrecital.     “2015 Trustee” shall include, in addition to the 2015 Trustee defined in thepreamble, the then acting trustee under the 2015 Indenture and any successor theretoexercising substantially the same rights and powers.     “Additional Pari Passu Third Priority Agreement” means any agreement other than the2015 Indenture and the 2015 Notes pursuant to which any Indebtedness is incurred which is securedby the Liens of the Third Priority Collateral Documents; provided that (a) suchIndebtedness is permitted to be incurred under the terms of the First Priority Documents, the 2010Indenture, the 2015 Indenture and each other Additional Pari Passu Third Priority Agreement thenextant and (b) the Additional Third Priority Representative for the holders of such Indebtednesshas executed a joinder agreement hereto in form reasonably satisfactory to the Collateral Agentsagreeing on behalf of itself and the holders of such Indebtedness to be bound by the terms of thisAgreement applicable to them as Third Priority Secured Parties.     “Additional Third Priority Representative” means, with respect to any Additional PariPassu Third Priority Agreement, the Person appointed to act as trustee or agent for the holders ofIndebtedness 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 andrestated 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 ControlAgreement dated as of June 6, 2008, among Residential Capital, LLC and certain of its Subsidiariessignatory thereto, the Collateral Control Agent and Bank of America, N.A.; and (b) that certainCollateral Account Control Agreement dated as of June 6, 2008, among Residential Capital, LLC andcertain of its Subsidiaries signatory thereto, the Collateral Control Agent and Banc of AmericaSecurities LLC.     “Borrower” is defined in the preamble.     “Business Day” means any day other than a Saturday, Sunday or other day on whichcommercial 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 theFirst Priority Collateral Agent or any First Priority Secured Party, the Second Priority CollateralAgent or any Second Priority Secured Party, or the Third Priority Collateral Agent or any ThirdPriority 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 Section2.3, Section 4.2
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and the other provisions of this Agreement shall not apply to) anyfunds deposited with the 2010 Trustee, 2015 Trustee or any Additional Third Priority Representativein connection with (a) any legal or covenant defeasance of the 2010 Indenture, the 2015 Indentureor any Additional Pari Passu Third Priority Agreement pursuant to Sections 13.02 or 13.03 of the2010 Indenture or 2015 Indenture or the corresponding sections of any Additional Pari Passu ThirdPriority Agreement or (b) any discharge of the 2010 Indenture, the 2015 Indenture or any AdditionalPari Passu Third Priority Agreement pursuant to Article XI of the 2010 Indenture of 2015 Indentureor corresponding section or article of any Additional Pari Passu Third Priority Agreement, in eachcase so long as the deposit of such funds was not made in violation of the Loan Agreement (or, inthe case of a discharge or defeasance of the 2015 Indenture or any Additional Pari Passu ThirdPriority 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 Agreementas in effect on the date hereof or as amended or otherwise modified from time to time to the extentpermitted by the 2010 Indenture and 2015 Indenture.     “Collateral Documents” means the First Priority Collateral Documents, the SecondPriority Collateral Documents and the Third Priority Collateral Documents (and including, for sakeof clarity, this Agreement).     “Comparable Noteholder Collateral Document” means, (a) in relation to any Collateralsubject to any Lien created under any First Priority Collateral Document, that Second PriorityCollateral Document or Third Priority Collateral Document, as the case may be, which creates a Lienin the same Collateral, granted by the same Obligor, as applicable; and (b) in relation to anyCollateral subject to any Lien created under any Second Priority Collateral Document, that ThirdPriority Collateral Document which creates a Lien in the same Collateral, granted by the sameObligor, as applicable.     “Conforming Plan of Reorganization” means any Plan of Reorganization whose provisionsare 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 inSections 5.6 and 6.5 or except to the extent the relevant Indebtedness describedbelow 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 anyInsolvency 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, withrespect to letters of credit outstanding thereunder, if any, termination thereof or delivery ofcash collateral or backstop letters of credit in respect thereof and for the full amount thereof incompliance with such First Priority Documents, in each case after or concurrently with terminationof all commitments to extend credit thereunder and (ii) any other First Priority Claims that aredue and payable or otherwise accrued and owing at or prior to the 
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 time such principal and interestare paid, in each case other than obligations that constitute Unasserted Contingent Obligations atthe time such principal and interest is paid; and (b) delivery by the Lender Agent to the FirstPriority Collateral Agent (with copies to the Second Priority Collateral Agent, the Third PriorityCollateral Agent, the Collateral Control Agent, the 2010 Trustee, the 2015 Trustee and each otherAdditional Third Priority Representative) of a written notice that the Discharge of First PriorityClaims has occurred.     “Discharge of Second Priority Claims” means, except to the extent otherwise providedin Sections 5.6 and 6.5 or except to the extent the relevant Indebtedness describedbelow 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 anyInsolvency 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 andpayable or otherwise accrued and owing at or prior to the time such principal and interest arepaid, in each case other than obligations that constitute Unasserted Contingent Obligations at thetime such principal and interest is paid; and (b) delivery by the 2010 Trustee to the SecondPriority Collateral Agent (with copies to the Third Priority Collateral Agent, the CollateralControl Agent, the 2010 Trustee, the 2015 Trustee and each other Additional Third PriorityRepresentative) of a written notice that the Discharge of Second Priority Claims has occurred.     “Facility Documents” means the Loan Agreement (including the “Guarantees” provided forpursuant to Article XI thereof), the Security Documents (as defined in the Loan Agreement) and theother Facility Documents (as defined in the Loan Agreement), and any other related document orinstrument executed or delivered pursuant to any Facility Document at any time or otherwiseevidencing any Loan Agreement Obligation, as any such document or instrument may from time to timebe amended, supplemented, amended and restated or otherwise modified from time to time.     “First Priority Claims” means (a) all Loan Agreement Obligations, and (b) all otherIndebtedness or other obligations of the Borrowers or any other Obligor under the First PriorityDocuments; provided, however, that if the amount of Obligations constitutingprincipal onoutstanding Loans under the First Priority Documents is in excess of the Maximum FirstPriority Amount, then only that portion of such Obligations equal to the Maximum First PriorityAmount shall be included in the First Priority Claims and interest and fees with respect to suchObligations shall only constitute First Priority Claims to the extent related to the principalamount of Obligations included in the First Priority Claims. First Priority Claims shall includeall interest accrued or accruing (or which would, absent the commencement of an InsolvencyProceeding, accrue) after the commencement of an Insolvency Proceeding in accordance with and atthe rate specified in the relevant First Priority Document whether or not the claim for suchinterest 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 FirstPriority Collateral Agent and, until the Discharge of First Priority Claims, the Collateral ControlAgent. To the extent any payment with respect to the First Priority Claims (whether by or onbehalf 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 adebtor 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 suchpayment had not occurred. Notwithstanding the foregoing the Notes and related Obligations will notconstitute First Priority Claims even if any proceeds of the Notes are used to repay Obligationsunder 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 theLender Agent or the relevant First Priority Secured Party or First Priority Secured Parties undersuch First Priority Document shall have received a written representation from each Borrower in orin connection with such First Priority Document that such Obligation constitutes a “First PriorityClaim” under and as defined in the 2010 Indenture or 2015 Indenture (whether or not such Obligationis 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 PriorityCollateral Agent defined in the preamble, any successor thereto appointed by the requisiteFirst Priority Secured Parties exercising substantially the same rights and powers.     “First Priority Collateral Documents” mean collectively, the First Priority SecurityAgreement and any other agreement, document or instrument pursuant to which a Lien is granted tosecure (or perfect, preserve or maintain the security of) any First Priority Claim or under whichrights 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 otherFacility Documents, and each of the other agreements, documents and instruments providing for orevidencing any Loan Agreement Obligation, and any other related document or instrument executed ordelivered pursuant to any of the foregoing at any time or otherwise evidencing any Obligationthereunder.     “First Priority Liens” means all Liens that secure the First Priority Claims.     “First Priority Secured Parties” means the “Lender Parties” as defined in the LoanAgreement; provided that the Collateral Control Agent shall cease to be a First Priority SecuredParty upon the Discharge of First Priority Claims.     “First Priority Security Agreement” means the Pledge and Security Agreement andIrrevocable Proxy, dated as of June 4, 2008, among ResCap, the Borrowers, certain of theiraffiliates 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 onthe date hereof.     “Indenture” means, as the context may require, either the 2010 Indenture or the 2015Indenture.     “Insolvency Proceeding” means (a) any voluntary or involuntary case or proceedingunder the Bankruptcy Code with respect to any Obligor as a debtor, (b) any other voluntary orinvoluntary 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 adebtor 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 andwhether or not involving insolvency or bankruptcy, or (d) any assignment for the benefit ofcreditors or any other marshaling of assets and liabilities of any Obligor.     “Lenders” is defined in the firstrecital; provided that ifthere is only one Lender under the Loan Agreement, then reference to the Lenders hereunder shall bedeemed 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 exercisingsubstantially 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 orperformance of any obligation, and shall include any mortgage, lien, encumbrance, charge or othersecurity interest of any kind, whether arising by contract, as a matter of law, by judicial processor otherwise.     “Loan Agreement” is defined in the firstrecital; providedthat the term “Loan Agreement” shall (a) also include any renewal, extension, refunding,restructuring, replacement or refinancing thereof (whether with the original lenders or with anadministrative agent or agents or other lenders, whether provided under the original Loan Agreementor any other credit or other agreement or indenture and whether entered into concurrently with orsubsequent to the termination of the prior Loan Agreement), and (b) exclude the Notes and theSecond 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 principalamount of Indebtedness under the Loan Agreement permanently repaid with the Net Cash Proceeds fromany Collateral Disposition and (b) any amount of principal on the loans made or reimbursementobligations in respect of drawings under letters of credit issued under the Loan Agreement repaidby virtue of any exercise of remedies by the First Priority Collateral Agent or the Lender Agentunder the First Priority Collateral Documents or pursuant to Section 4.1. For sake ofclarity, it is understood that a repayment or prepayment of the Indebtedness under the LoanAgreement does not constitute a permanent repayment of thereof except to the extent that there is arelated reduction in the “Commitment Amount” of the Lenders pursuant to Section 2.10(c) of the LoanAgreement as a result of such repayment or prepayment.     “Maximum Second Priority Amount” means $2,150.0 million (less the principal amount ofany 2010 Notes issued following the date hereof, to the extent the issuance of such 2010 Notesviolated the terms of (x) the 2015 Indenture as in effect on the date hereof or (y) the LoanAgreement as in effect at the time of such issuance) less any principal amount ofprepayment, 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 PriorityCollateral Agent or 2010 Trustee under the Second Priority Collateral Documents or pursuant toSection 4.1).     “Net Cash Proceeds” shall have the meaning given such term in the Loan Agreement as ineffect on the date hereof or as amended or otherwise modified from time to time to the extentpermitted by the 2010 Indenture and 2015 Indenture.     “Non-Conforming Plan of Reorganization” any Plan of Reorganization whose provisionsare inconsistent with or in contravention of the provisions of this Agreement, including any planof 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 Lienpriorities of Section 2.1), the provisions of Section 4 or the provisions ofSection 6.     “Noteholders” means, collectively, the 2010 Noteholders, the 2015 Noteholders and theholders 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) anyprincipal of or interest (including interest accruing on or after the commencement of anyInsolvency Proceeding, whether or not a claim for post-filing interest is allowed in suchproceeding) or premium on any Indebtedness, including any reimbursement obligation in respect ofany letter of credit, (b) any fees, indemnification obligations, damages, expensereimbursement obligations (including, without limitation, reasonable attorneys’ fees andexpenses) 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 isobligated under any First Priority Document, Second Priority Document or Third Priority Document.     “Person” means any natural person, corporation, partnership, limited liabilitycompany, trust, association, governmental authority or unit, or any other entity, whether acting inan 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 withany Insolvency Proceeding.     “Recovery” is defined in Section 6.5.     “Relevant Directing Party” means the following Person(s) who are entitled to instructor direct the Collateral Control Agent: (a) (i) until the Discharge of First Priority Claims hasoccurred, the Lender Agent, (ii) following the Discharge of First Priority Claims and until theDischarge of Second Priority Claims has occurred, the 2010 Trustee, and (iii) thereafter, the 2015Trustee or any Additional Third Priority Representative acting at the written direction of
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theholders 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 ofthem; provided, however, that if the amount of Obligations constituting principaloutstanding 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 beincluded in the Second Priority Claims and interest and fees with respect to such Obligations shallonly constitute Second Priority Claims to the extent related to the principal amount of Obligationsincluded in the Second Priority Claims. Second Priority Claims shall include all interest accruedor accruing (or which would, absent the commencement of an Insolvency Proceeding, accrue) after thecommencement of an Insolvency Proceeding in accordance with and at the rate specified in therelevant Second Priority Document whether or not the claim for such interest is allowed as a claimin such Insolvency Proceeding. For the avoidance of any doubt, Second Priority Claims shallinclude the fees, expenses, disbursements and indemnities of the Second Priority Collateral Agentand, following the Discharge of First Priority Claims and until the Discharge of Second PriorityClaims has occurred, the Collateral Control Agent. To the extent any payment with respect to theSecond 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 tobe fraudulent or preferential in any respect, set aside or required to be paid to a debtor inpossession, trustee, receiver or similar Person, then the obligation or part thereof originallyintended to be satisfied shall be deemed to be reinstated and outstanding as if such payment hadnot occurred.     “Second Priority Collateral Agent” shall include, in addition to the Second PriorityCollateral Agent defined in the preamble, any successor thereto appointed by the requisiteSecond Priority Secured Parties exercising substantially the same rights and powers.     “Second Priority Collateral Documents” means, collectively, the 2010 NoteholderSecurity Agreement and any document or instrument executed and delivered pursuant to any SecondPriority Document at any time or otherwise pursuant to which a Lien is granted by an Obligor tosecure (or perfect, preserve or maintain the security of) the Second Priority Claims or under whichrights 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 anddelivered pursuant to any of the foregoing at any time or otherwise evidencing any Obligationthereunder, as the same may be amended, supplemented, amended and restated or otherwise modifiedfrom 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, asappropriate, the Collateral Control Agent.     “Secured Parties” means collectively, the First Priority Secured Parties, the SecondPriority Secured Parties and the Third Priority Secured Parties.     “Subsidiary” means, with respect to any Person, a corporation, partnership, limitedliability company or other entity of which such Person and/or its other Subsidiaries own, directlyor 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 ofthem. 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 Dischargeof 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 PriorityCollateral Agent defined in the preamble, any successor thereto appointed by the requisiteThird Priority Secured Parties exercising substantially the same rights and powers.     “Third Priority Collateral Documents” means, collectively, the 2015 NoteholderSecurity Agreement and any document or instrument executed and delivered pursuant to any ThirdPriority Document at any time or otherwise pursuant to which a Lien is granted by an Obligor tosecure (or perfect, preserve or maintain the security of) the Third Priority Claims or under whichrights 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 andany other related document or instrument executed and delivered pursuant to any of the foregoing atany 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, eachAdditional Third Priority Representative and the holders of Indebtedness under any Additional PariPassu Third Priority Agreement and, following the Discharge of First Priority Claims and theDischarge 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) theprincipal 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 ofcredit) in respect of which no claim or demand for payment has been made (or, in the case ofObligations 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 anysimilar 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 ControlAgreements 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 AssetTransactions, LLC, RFC Asset Holdings II, LLC, Developer of Hidden Springs, LLC, EquityInvestments 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 thesingular and plural forms of the terms defined. Whenever the context may require, any pronounshall 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 andeffect as the word “shall”. Unless the context requires otherwise (a) any definition of orreference to any agreement, document or other writing herein shall be construed as referring tosuch agreement, document or other writing as from time to time amended, supplemented or otherwisemodified, (b) any reference herein to any Person shall be construed to include such Person’ssuccessors and assigns to the extent that such successors and assigns are permitted pursuant to theapplicable agreement, (c) the words “herein”, “hereof” and “hereunder”, andwords of similar import, shall be construed to refer to this Agreement in its entirety and not toany particular provision hereof, (d) all references herein to Exhibits or Sections shall beconstrued 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 andall tangible and intangible assets and properties, including cash, securities, accounts and generalintangibles, (f) terms defined in the UCC but not otherwise defined herein shall have the samemeanings herein as are assigned thereto in the UCC, (g) reference to any law means such law asamended, modified, codified, replaced or re-enacted, in whole or in part, and in effect on the datehereof, including rules, regulations, enforcement procedures and any interpretation promulgatedthereunder and (h) underscored references to Sections or clauses shall refer to those portions ofthis 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 perfectionof 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 SecuredParty, any Third Priority Secured Party or any other Person on the Collateral (including, in eachcase, irrespective of whether any such Lien is granted, or secures obligations relating to theperiod, before or after the commencement of any Insolvency Proceeding) and notwithstanding (i) anyprovision of the UCC or any other applicable law or the Second Priority Documents or Third PriorityDocuments, or any defect or deficiency in, or failure to attach or perfect any aspect or portion ofany First Priority Lien, to the contrary, (ii) the fact that any First Priority Lien may have beensubordinated, 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 theother Second Priority Secured Parties, hereby agrees that: (A) any Lien on the Collateral securingthe First Priority Claims now or hereafter held by the First Priority Secured Parties shall besenior in priority to any Lien on the Collateralsecuring the Second Priority Claims; and (B) any Lien on the Collateral now or hereaftersecuring 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 allrespects to all Liens on the Collateral securing the First Priority Claims. All Liens on theCollateral securing the First Priority Claims shall be and remain first in priority to all Liens onthe Collateral securing the Second Priority Claims for all purposes, whether or not such FirstPriority 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 perfectionof 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 SecuredParty, any Third Priority Secured Party or any other Person on the Collateral (including, in eachcase, irrespective of whether any such Lien is granted, or secures obligations relating to theperiod, before or after the commencement of any Insolvency Proceeding) and notwithstanding (i) anyprovision of the UCC or any other applicable law or the Third Priority Documents, or any defect ordeficiency in, or failure to attach or perfect any aspect or portion of any First Priority Lien orany Second Priority Lien, to the contrary, (ii) the fact that any First Priority Lien or SecondPriority Lien may have been subordinated, voided, avoided, invalidated or lapsed or (iii) any othercircumstance whatsoever, each of the Third Priority Collateral Agent, the 2015 Trustee and eachAdditional Third Priority Representative, on behalf of themselves and the other Third PrioritySecured Parties, hereby agrees that: (A) (1) any Lien on the Collateral securing the FirstPriority Claims now or hereafter held by the First Priority Secured Parties shall be senior inpriority to any Lien on the Collateral securing the Third Priority Claims or the Second PriorityClaims and (2) any Lien on the Collateral securing the Second Priority Claims now or hereafter heldby the Second Priority Secured Parties shall be prior to any Lien on the Collateral securing theThird Priority Claims (but junior in priority to the First Priority Liens); and (B) (1) any Lien onthe Collateral now or hereafter securing any Third Priority Claim regardless of how or whenacquired, whether by grant, statute, operation of law, subrogation or otherwise, shall be juniorand subordinate in priority in all respects to all Liens on
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the Collateral securing the FirstPriority Claims and (2) any Lien on the Collateral now or hereafter securing the Third PriorityClaims regardless of how or when acquired, whether by grant, statute, operation of law, subrogationor otherwise, shall be junior and subordinate in priority in all respects to all Liens on theCollateral securing the Second Priority Claims. All Liens on the Collateral securing the FirstPriority Claims and the Second Priority Claims shall be and remain prior to all Liens on theCollateral securing the Third Priority Claims for all purposes, whether or not such First PriorityLiens or Second Priority Liens are subordinated to any Lien securing any other obligation of anyObligor.     2.2 Prohibition on Contesting Liens. Each of the First Priority Collateral Agent, theSecond Priority Collateral Agent, the Third Priority Collateral Agent, the Lender Agent, on behalfof itself and the other First Priority Secured Parties, the 2010 Trustee, on behalf of itself andthe other Second Priority Secured Parties, and the 2015 Trustee and each Additional Third PriorityRepresentative, on behalf of themselves and the other Third Priority Secured Parties, agrees thatit shall not (and hereby waives any right to) contest or support, directly or indirectly, any otherPerson in contesting, in any proceeding (including any Insolvency Proceeding), thepriority, validity or enforceability of (a) the First Priority Claims or any Lien held by theFirst Priority Secured Parties in the Collateral securing the First Priority Claims; (b) the SecondPriority Claims or any Liens by the Second Priority Secured Parties in the Collateral securing theSecond Priority Claims; or (c) the Third Priority Claims or any Liens by the Third Priority SecuredParties 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 agreethat the Obligors shall not (a) grant or permit any additional Lien on any asset or property tosecure any Third Priority Claim unless it has granted Liens on such asset or property to secure theFirst Priority Claims and the Second Priority Claims; (b) grant or permit on any Lien on any assetor property to secure any Second Priority Claim unless it has granted Liens on such asset orproperty to secure the First Priority Claims and the Third Priority Claims; or (c) grant or permitany additional Lien on any asset to secure any First Priority Claim unless it has granted a Lien onsuch asset to secure the Second Priority Claims and the Third Priority Claims. To the extent thatthe foregoing provisions are not complied with for any reason, without limiting any other rightsand remedies available to the First Priority Collateral Agent, the Lender Agent and/or the FirstPriority Secured Parties, (A) each of the Second Priority Collateral Agent and the 2010 Trustee, onbehalf of itself and the other Second Priority Secured Parties, agrees that any amount received byor distributed to any of them pursuant to or as a result of Liens granted in contravention of thisSection 2.3 shall be subject to Section 4.2 and (B) each of the Third PriorityCollateral Agent, the 2015 Trustee and each Additional Third Priority Representative, on behalf ofthemselves and the other Third Priority Secured Parties, agrees that any amount received by ordistributed to any of them pursuant to or as a result of Liens granted in contravention of thisSection 2.3 shall be subject to Section 4.2.     2.4 Nature of First Priority Obligations. Each of the Second Priority CollateralAgent, the Third Priority Collateral Agent, the 2010 Trustee, on behalf of itself and the otherSecond Priority Secured Parties,and the 2015 Trustee and each Additional Third PriorityRepresentative on behalf of themselves and the other Third Priority Secured Parties,
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acknowledgesthat a portion of the First Priority Claims are revolving in nature and that the amount thereofthat may be outstanding at any time or from time to time may be increased (subject to thelimitation specified in the definition of First Priority Claims) or reduced and subsequentlyreborrowed 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 notany Insolvency Proceeding has been commenced by or against any Obligor, none of the Second PriorityCollateral Agent, the Third Priority Collateral Agent, the other Second Priority Secured Parties orthe other Third Priority Secured Parties will exercise or seek to exercise anyrights or remedies (including the exercise of any right of setoff or any right under anylockbox agreement, account control agreement, landlord waiver or bailee’s letter or similaragreement or arrangement to which the Second Priority Collateral Agent, the Third PriorityCollateral Agent, any such Second Priority Secured Party or any such Third Priority Secured Partyis a party and includingthe exercise of any right to direct or provide direction or orders to theCollateral Control Agent or any account bank, securities intermediary or any other custodian as tothe disposition of the asset or property on deposit in, carried in or otherwise credited to anydeposit accounts or securities accounts), with respect to any Collateral (and hereby waive anyright to), institute any action or proceeding with respect to such rights or remedies, includingany action of foreclosure, or contest, protest or object to any foreclosure proceeding or actionbrought by the First Priority Collateral Agent, the Lender Agent or any other First PrioritySecured Party, any exercise of any right under any control agreement in respect of a depositaccount, securities account, security entitlement or other investment property constitutingCollateral (including, without limitation, any right to direct or provide direction or orders tothe Collateral Control Agent or any account bank, securities intermediary or other custodian as tothe disposition of the asset or property on deposit in, carried in or otherwise credited to anydeposit accounts or securities accounts), or any bailee’s letter or similar agreement orarrangement to which the Second Priority Collateral Agent, the Third Priority Collateral Agent, anyother Second Priority Secured Party or any other Third Priority Secured Party is a party, or anyother exercise by any such party, of any rights and remedies relating to the Collateral under theSecond Priority Documents or the Third Priority Documents or otherwise, or object to theforbearance by the First Priority Collateral Agent, the Lender Agent or any First Priority SecuredParty from bringing or pursuing any foreclosure proceeding or action or any other exercise of anyright or remedy relating to the Collateral, in each case so long as the respective interests of theSecond Priority Secured Parties and the Third Priority Secured Parties, as the case may be, attachto the proceeds thereof (if any) remaining after the Discharge of First Priority Claims subject tothe relative priorities described in Section 2, and (B) so long as the Discharge of SecondPriority Claims has not occurred, whether or not any Insolvency Proceeding has been commenced by oragainst any Obligor, each of the Third Priority Collateral Agent and the other Third PrioritySecured Parties will not exercise or seek to exercise any rights or remedies (including theexercise of any right of setoff or any right under any lockbox agreement, account controlagreement, landlord waiver or bailee’s letter or similar agreement or arrangement to which theThird 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 Agentor any account bank, securities intermediary or any other custodian as to the disposition of theasset or property on deposit in, carried in or otherwise credited to any deposit accounts orsecurities accounts) with respect to any Collateral (and hereby waive any right to), institute anyaction 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 SecondPriority Collateral Agent or any other Second Priority Secured Party, any exercise of any rightunder any control agreement in respect of a deposit account, securities account, securityentitlement 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 accountbank, securities intermediary or any other custodian as to the disposition of the asset or propertyon deposit in, carried in or otherwise credited to any deposit accounts or securitiesaccounts), or any bailee’s letter or similar agreement or arrangement to which the Third PriorityCollateral Agent or any other Third Priority Secured Party is a party, or any other exercise by anysuch party, of any rights and remedies relating to the Collateral under the Third PriorityDocuments or otherwise, or object to the forbearance by the Second Priority Collateral Agent or anyother Second Priority Secured Party from bringing or pursuing any foreclosure proceeding or actionor any other exercise of any right or remedy relating to the Collateral, in each case so long asthe respective interests of the Third Priority Secured Parties attach to the proceeds thereof (ifany) remaining after the Discharge of Second Priority Claims subject to the relative prioritiesdescribed in Section 2; and (ii) (A) so long as the Discharge of First Priority Claims hasnot occurred, whether or not any Insolvency Proceeding has been commenced by or against anyObligor, the First Priority Collateral Agent, the Lender Agent and the other First Priority SecuredParties shall have the exclusive right to enforce rights, exercise remedies (including the exerciseof 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 PriorityCollateral Agent, the Third Priority Collateral Agent, any other Second Priority Secured Party orany other Third Priority Secured Party is a party and including the exercise of any right to director provide direction or orders to the Collateral Control Agent or any account bank, securitiesintermediary 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 fromenforcing or exercising remedies, and make determinations regarding release or disposition of theCollateral 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 ThirdPriority Secured Party, and (B) following the Discharge of First Priority Claims and until theDischarge of Second Priority Claims has occurred, whether or not any Insolvency Proceeding has beencommenced by or against any Obligor, the Second Priority Collateral Agent and the other SecondPriority 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, accountcontrol agreement, landlord waiver or bailee’s letter or similar agreement or arrangement to whichthe Third Priority Collateral Agent or any other Third Priority Secured Party is a party andincluding the exercise of any right to direct or provide direction or orders to the CollateralControl Agent or any account bank, securities intermediary or any other custodian as to thedisposition of the asset or property on deposit in, carried in or otherwise credited to any depositaccounts or securities accounts), refrain from enforcing or exercising remedies, and makedeterminations 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 anyInsolvency Proceeding commenced by or against any Obligor, any Second Priority Secured Party orThird Priority Secured Party may file a claim or statement of interest with respect to the SecondPriority Claims or the Third Priority Claims, as the case may be, (2) the Second PriorityCollateral Agent or the Third Priority Collateral Agent may take any action not adverse to theLiens on the Collateral securing the First Priority Claims or the rights of the First PriorityCollateral Agent, the Lender Agent or any other First Priority Secured Party to exercise remediesin respect thereof in order to establish, preserve, or perfect its rights in the Collateral and (3)any Second Priority SecuredParty or Third Priority Secured Party shall be entitled to (u) file any necessary responsiveor defensive pleading in opposition to any motion, claim, adversary proceeding or other pleadingmade by any Person objecting to or otherwise seeking the disallowance of the Second Priority Claimsor the Third Priority Claims, including without limitation any claim secured by the Collateral, ifany, 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 creditorsof the Obligors arising under the Bankruptcy Code (including exercising the right, if any, to filean 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 remediesas an unsecured creditor against the Borrowers or any other Obligor in accordance with the SecondPriority 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 judicialforeclosure upon such Collateral initiated by any secured party in respect thereof, (y) file anynotice of or vote any claim in any Insolvency Proceeding of any Obligor but solely in accordancewith 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 thatare, in each case, in accordance with the terms of this Agreement, with respect to the SecondPriority 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 PrioritySecured Party or Third Priority Secured Party to receive any remaining Collateral and proceeds ofCollateral after the Discharge of First Priority Claims has occurred (or, with respect to the ThirdPriority Secured Parties, after both the Discharge of First Priority Claims and the Discharge ofSecond Priority Claims has occurred). In exercising rights and remedies with respect to theCollateral, the First Priority Collateral Agent, the Lender Agent or the other First PrioritySecured Parties may enforce the provisions of the First Priority Documents and exercise remediesthereunder, all in such order and in such manner as they may determine in the exercise of theirsole discretion except that, following the Discharge of First Priority Claims and until theDischarge of Second Priority Claims has occurred, the Second Priority Collateral Agent, the 2010Trustee or the other Second Priority Secured Parties may enforce the provisions of the SecondPriority Documents and exercise remedies thereunder, all in such order and in such manner as theymay determine in the exercise of their sole discretion. Such exercise and enforcement shallinclude the rights of an agent appointed by the First Priority Collateral Agent, the Lender Agentand the other First Priority Secured Parties (or, following the Discharge of First Priority Claimsand until the Discharge of Second Priority Claims has occurred, the Second Priority CollateralAgent, the 2010 Trustee or the other Second Priority Secured Parties) to sell or otherwise disposeof Collateral upon foreclosure, to incur expenses in connection with such sale or disposition, andto exercise all the rights and remedies of a secured
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party under the UCC of any applicablejurisdiction and of a secured creditor under bankruptcy or similar laws of any applicablejurisdiction.     (b) (i) Until the Discharge of First Priority Claims has occurred, each of the SecondPriority Collateral Agent, the Third Priority Collateral Agent, the 2010 Trustee, on behalf ofitself and the other Second Priority Secured Parties, and the 2015 Trustee and each AdditionalThird Priority Representative, on behalf of themselves and the other Third Priority SecuredParties, 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, accountcontrol agreement, landlord waiver or bailee’s letter or similar agreement or arrangement to whichthe Second Priority Collateral Agent, the Third Priority Collateral Agent or any other SecondPriority 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 waiveduntil after the Discharge of First Priority Claims any right to) take or receive any Collateral orany 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 SecondPriority Claims has occurred, each of the Third Priority Collateral Agent and the 2015 Trustee andeach Additional Third Priority Representative, on behalf of themselves and the other Third PrioritySecured 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, accountcontrol agreement, landlord waiver or bailee’s letter or similar agreement or arrangement to whichsuch Third Priority Collateral Agent or any other Third Priority Secured Party is a party andincluding the exercise of any right to direct or provide direction or orders to the CollateralControl Agent or any account bank, securities intermediary or any other custodian as to thedisposition of the asset or property on deposit in, carried in or otherwise credited to any depositaccounts or securities accounts) with respect to any Collateral (but instead shall be deemed tohave hereby irrevocably, absolutely, and unconditionally waived until after the Discharge of SecondPriority Claims any right to) take or receive any Collateral or any proceeds of Collateral unlessand 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 expresslyprovided in the proviso in clause (a) of Section 3.1, the sole right of theSecond Priority Collateral Agent, the Third Priority Collateral Agent, the other Second PrioritySecured Parties and the other Third Priority Secured Parties as secured parties with respect to theCollateral is to hold a perfected Lien on the Collateral pursuant to the Second Priority Documentsor Third Priority Documents, as the case may be, for the period and to the extent granted thereinand to receive a share of the proceeds thereof, if any, after the Discharge of First PriorityClaims 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 Partiesas secured parties with respect to the Collateral is to hold a perfected Lien on the Collateralpursuant to the Third Priority Documents for the period and to the extent granted therein and toreceive a share of the proceeds thereof, if any, after the Discharge of First Priority Claims andthe 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 itsSubsidiaries to, in connection with the exercise of any right or remedy with respect to anyCollateral by the Second Priority Collateral Agent, the Third Priority Collateral Agent or anyother Second Priority Secured Party or Third Priority Secured Party, transfer, deliver or pay, asapplicable, to the Second Priority Collateral Agent, the Third Priority Collateral Agent or anyother Second Priority Secured Party or Third Priority Secured Party, any Collateral or anyproceeds 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 Subsidiariesto, in connection with the exercise of any right or remedy with respect to any Collateral by theThird Priority Collateral Agent or any other Third Priority Secured Party, transfer, deliver orpay, as applicable, to the Third Priority Collateral Agent or any other Third Priority SecuredParty, any Collateral or any proceeds of Collateral unless and until the Discharge of SecondPriority 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 2015Trustee and each Additional Third Priority Representative, on behalf of themselves and the otherThird Priority Secured Parties, agrees that the Second Priority Secured Parties and the ThirdPriority 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 inSection 3.1(a)) that would hinder or cause to delay any exercise of remedies undertaken bythe First Priority Collateral Agent, the Lender Agent or any other First Priority Secured Partyunder the First Priority Documents as secured parties in respect of any Collateral, including anysale, lease, exchange, transfer or other disposition of the Collateral, whether by foreclosure orotherwise.          (ii) Each of the Third Priority Collateral Agent and the 2015 Trustee and each AdditionalThird Priority Representative, on behalf of themselves and the other Third Priority SecuredParties, agrees that the Third Priority Secured Parties will not (and instead shall be deemed tohave hereby irrevocably, absolutely and unconditionally waived any right to) take any action (otherthan as provided in Section 3.1(a)) that would hinder or cause to delay any exercise ofremedies undertaken by the Second Priority Collateral Agent or any other Second Priority SecuredParty 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 byforeclosure or otherwise.          (iii) Each of the Second Priority Collateral Agent, the Third Priority Collateral Agent, the2010 Trustee, on behalf of itself and the other Second Priority Secured Parties, and the 2015Trustee and each Additional Third Priority Representative, on behalf of themselves and the otherThird Priority Secured Parties, hereby irrevocably, absolutely and unconditionally waives any andall rights it or the Second Priority Secured Parties or the Third Priority Secured Parties may haveas a junior lien creditor or otherwise (whether arising under the UCC or any other law) to objectto the manner (including by judicial foreclosure, non-judicial foreclosure, strict foreclosure orotherwise) in which the First Priority Collateral Agent, the Lender Agent or the other holders ofFirst Priority Claims seek to enforce the Liens granted in any of the Collateral except that thereshall be no waiver of the obligation, if any, of the First Priority
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Collateral Agent or the LenderAgent to dispose of the Collateral in a “commercially reasonable” manner within the meaning of anyapplicable UCC.          (iv) Each of the Third Priority Collateral Agent, the 2015 Trustee and each Additional ThirdPriority 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 ThirdPriority Secured Parties may have as a junior lien creditor or otherwise (whether arising under theUCC or any other law) to object to the manner (including by judicial foreclosure, non-judicialforeclosure, strict foreclosure, or otherwise) in which the Second Priority Collateral Agent, the2010 Trustee or the other holders of Second Priority Claims seek to enforce the Liens granted inany of the Collateral except that there shall be no waiver of the obligation, if any, of the SecondPriority Collateral Agent or the 2010 Trustee to dispose of the Collateral in a “commerciallyreasonable” 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 2015Trustee and each Additional Third Priority Representative, on behalf of themselves and the otherThird Priority Secured Parties, hereby acknowledges and agrees that no covenant, agreement orrestriction contained in the Second Priority Collateral Documents or any other Second PriorityNoteholder Document (other than this Agreement) or in the Third Priority Collateral Documents orany other Third Priority Document (other than this Agreement) is intended to restrict in any waythe rights and remedies of the First Priority Collateral Agent, the Lender Agent or the FirstPriority Secured Parties with respect to the Collateral as set forth in this Agreement and theFirst Priority Documents.          (ii) Each of the Third Priority Collateral Agent and the 2015 Trustee and each AdditionalThird Priority Representative, on behalf of themselves and the other Third Priority SecuredParties, hereby acknowledges and agrees that no covenant, agreement or restriction contained in theThird Priority Collateral Documents or any other Third Priority Document (other than thisAgreement) is intended to restrict in any way the rights and remedies of the Second PriorityCollateral Agent or any other Second Priority Secured Party with respect to the Collateral as setforth in this Agreement and the Second Priority Documents.     3.2 Cooperation. Subject to the proviso in Section 3.1(a), (a) eachof the Second Priority Collateral Agent, the Third Priority Collateral Agent, the 2010 Trustee, onbehalf of itself and the other Second Priority Secured Parties, and the 2015 Trustee and eachAdditional Third Priority Representative, on behalf of themselves and the other Third PrioritySecured 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 incommencing any enforcement, collection, execution, levy or foreclosure action or proceeding withrespect to any Lien held by it under any Second Priority Document or Third Priority Document, asthe case may be; and (b) each of the Third Priority Collateral Agent and the 2015 Trustee and eachAdditional Third Priority Representative, on behalf of themselves and the other Third PrioritySecured Parties, agrees that, unless and until the Discharge of Second Priority Claims hasoccurred, it will not, and shall be deemed to have waived any right to, commence, or join with anyPerson in commencing any enforcement, collection, execution, levy or foreclosure action orproceeding 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 andeach Additional Third Priority Representative will provide such information as it may have to theothers as the others may from time to time reasonably request concerning the status of the exerciseof any enforcement action against the Collateral, and each Collateral Agent, the Lender Agent, eachTrustee and each Additional Third Priority Representative shall be available on a reasonable basisduring normal business hours to review with each other alternatives available in exercising suchrights; provided that the failure of any of them to do any of the foregoing shall notaffect the relative priorities of the First Priority Liens, the Second Priority Liens or the ThirdPriority Liens as provided herein or the validity or effectiveness of any notice or demand asagainst any Obligor. The Obligors hereby consent and agree to each Collateral Agent, the LenderAgent, each Trustee and each Additional Third Priority Representative, providing any suchinformation to the other and to such actions by any of them and waives any right or claim againstany 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 anyInsolvency Proceeding has been commenced by or against any Obligor, the cash proceeds of Collateralreceived in connection with the sale or other disposition of, or collection on, such Collateralupon the exercise of remedies, shall, after payment of all outstanding fees, expenses (includingreasonable fees and expenses of counsel), disbursements and indemnities of the First PriorityCollateral Agent and the Collateral Control Agent, be delivered by the First Priority CollateralAgent or the Collateral Control Agent to the Lender Agent for application against the FirstPriority Claims in such order as the Lender Agent may determine in its sole discretion until theDischarge 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 theSecond Priority Collateral Agent, the Third Priority Collateral Agent, the Collateral ControlAgent, 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) promptlyfollowing receipt of such notice in clause (i), the First Priority Collateral Agent orLender Agent as applicable shall deliver at the joint and several cost of the Obligors to theSecond Priority Collateral Agent for distribution to the 2010 Trustee for the benefit of the SecondPriority Secured Parties (or, following the Discharge of Second Priority Claims, shall deliver tothe Third Priority Collateral Agent for distribution to the 2015 Trustee and the Additional ThirdParty Representatives for the benefit of the Third Priority Secured Parties in accordance with the2015 Noteholder Security Agreement) any proceeds of Collateral held by it in the same form asreceived, with any necessary endorsement or as a court of competent jurisdiction may otherwisedirect.     (b) Following the Discharge of First Priority Claims and until the Discharge of SecondPriority Claims has occurred, whether or not any Insolvency Proceeding has been commenced by oragainst any Obligor, the cash proceeds of Collateral received in connection with the sale or otherdisposition of, or collection on, such Collateral upon the exercise ofremedies, shall, after payment of all outstanding fees, expenses (including reasonable feesand 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 CollateralControl Agent to the 2010 Trustee for application against the Second Priority Claims in such orderas 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 theSecond Priority Collateral Agent (with copies to the Third Priority Collateral Agent, theCollateral 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 CollateralAgent shall deliver at the joint and several cost of the Obligors to the Third Priority CollateralAgent any proceeds of Collateral held by it in the same form as received, with any necessaryendorsement 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 anyInsolvency Proceeding has been commenced by or against any Obligor, any Collateral or proceedsthereof (including assets or proceeds subject to Liens referred to in the final sentence ofSection 2.3(a)) received by the Second Priority Collateral Agent, the Third PriorityCollateral Agent, any other Second Priority Secured Party or any other Third Priority Secured Partyin connection with the exercise of any right or remedy (including set-off) relating to theCollateral in contravention of this Agreement or any distribution received on account of or byvirtue of any Lien on the Collateral in any Insolvency Proceeding (including any distribution onaccount 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 heldin trust and forthwith paid over to the First Priority Collateral Agent for the benefit of theFirst Priority Secured Parties in the same form as received, with any necessary endorsement, or asa court of competent jurisdiction may otherwise direct. The First Priority Collateral Agent ishereby 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 PrioritySecured Party. This authorization is coupled with an interest and is irrevocable until theDischarge of First Priority Claims has occurred.     (b) Following the Discharge of First Priority Claims and until the Discharge of SecondPriority Claims has occurred, whether or not any Insolvency Proceeding has been commenced by oragainst any Obligor, any Collateral or proceeds thereof (including assets or proceeds subject toLiens referred to in the final sentence of Section 2.3(b)) received by the Third PriorityCollateral Agent or any other Third Priority Secured Party in connection with the exercise of anyright or remedy (including set-off) relating to the Collateral in contravention of this Agreementor any distribution received on account of or by virtue of any Lien on the Collateral in anyInsolvency Proceeding (including any distribution on account of or otherwise by virtue of any Lienon the Collateral under any Plan of Reorganization) shall, upon receiving appropriate writtendirection from the 2010 Trustee, be segregated and held in trust and forthwith paid over to theSecond Priority Collateral Agent for the benefit of the Second Priority SecuredParties in the same form as received, with any necessary endorsement, or as a court ofcompetent jurisdiction may otherwise direct. The Second Priority Collateral Agent is herebyauthorized to make any such endorsement as agent for the Third Priority Collateral Agent or anyother Third
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Priority Secured Party. This authorization is coupled with an interest and isirrevocable 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 CollateralAgent or any other First Priority Secured Party in respect of the Collateral provided for inSection 3.1, including any sale, lease, exchange, transfer or other disposition of any suchCollateral 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, theSecond Priority Documents and the Third Priority Documents (in each case, as in effect on the datehereof), the First Priority Collateral Agent, on behalf of itself and the other First PrioritySecured Parties, releases any of its Liens on any part of the Collateral, the Lien of the SecondPriority 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 SecuredParties for application to the First Priority Claims) and the Lien of the Third Priority CollateralAgent for the benefit of the Third Priority Secured Parties on such Collateral (but not on anyproceeds of such Collateral not required to be paid to the First Priority Secured Parties forapplication to the First Priority Claims) shall in each case be automatically and unconditionallyreleased with no further consent or action of any Person, and each of the Second PriorityCollateral Agent, the Third Priority Collateral Agent, the 2010 Trustee, on behalf of itself andthe other Second Priority Secured Parties, and the 2015 Trustee and each Additional Third PriorityRepresentative, on behalf of themselves and the other Third Priority Secured Parties, shallpromptly execute and deliver, at the joint and several expense of the Obligors, to the FirstPriority 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 theObligors may reasonably request to effectively confirm such release at the joint and severalexpense of the Obligors.     (b) Following the Discharge of First Priority Claims if, in connection with (i) the exerciseof any remedies by the Second Priority Collateral Agent or the 2010 Trustee or any other SecondPriority Secured Party in respect of the Collateral provided for in Section 3.1, includingany 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 (ineach case, as in effect on the date hereof), the Second Priority Collateral Agent, on behalf ofitself and the other Second Priority Secured Parties, releases any of its Liens on any part of theCollateral, the Lien of the Third Priority Collateral Agent for the benefit of the Third PrioritySecured Parties on such Collateral (but not on any proceeds of such Collateral not required to bepaid to the Second Priority Secured Parties for application to the Second Priority Claims) shall beautomatically and unconditionally released with no further consent or action ofany Person, and each of the Third Priority Collateral Agent and the 2015 Trustee and eachAdditional Third Priority Representative, on behalf of themselves and the other Third PrioritySecured Parties, shall promptly execute and deliver, at the joint and several expense of theObligors, to the Second Priority Collateral Agent and the 2010 Trustee and the Obligors suchtermination 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 thejoint and several expense of the Obligors.     (c) Until the Discharge of First Priority Claims occurs, each of the Second PriorityCollateral Agent, the Third Priority Collateral Agent, the 2010 Trustee, on behalf of itself andthe other Second Priority Secured Parties, and the 2015 Trustee and each Additional Third PriorityRepresentative, on behalf of themselves and the other Third Priority Secured Parties, herebyirrevocably constitutes and appoints the First Priority Collateral Agent and any officer or agentof the First Priority Collateral Agent, with full power of substitution, as its true and lawfulattorney-in-fact with full irrevocable power and authority in the place and stead of such Person orin the First Priority Collateral Agent’s own name, from time to time in the First PriorityCollateral Agent’s discretion (as directed by the Lender Agent in writing), for the purpose ofcarrying out the terms of this Section 5.1, to take any and all appropriate action and toexecute any and all releases, documents and instruments which may be necessary to accomplish thepurposes 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 SecondPriority Claims occurs, each of the Third Priority Collateral Agent, the 2015 Trustee and eachAdditional Third Priority Representative, on behalf of themselves and the other Third PrioritySecured Parties, hereby irrevocably constitutes and appoints the Second Priority Collateral Agentand 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 andstead of such Third Priority Collateral Agent or Third Priority Secured Party or in the SecondPriority Collateral Agent’s own name, from time to time in the Second Priority Collateral Agent’sdiscretion (as directed by the 2010 Trustee in writing), for the purpose of carrying out the termsof this Section 5.1, to take any and all appropriate action and to execute any and allreleases, documents and instruments which may be necessary to accomplish the purposes of thisSection 5.1, including any financing statements, mortgage releases, intellectual propertyreleases, 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 PriorityCollateral Agent, the Lender Agent and the other holders of First Priority Claims shall have thesole and exclusive right, subject to the rights of the Obligors under the Facility Documents, toadjust settlement for any award under any insurance policy relating to an insured loss in respectof Collateral and to approve any award granted in any condemnation or similar proceeding affectingthe Collateral. Following the Discharge of First Priority Claims and until such time that theDischarge of Second Priority Claims has occurred, the Second PriorityCollateral Agent, the 2010 Trustee and the other holders of Second Priority Claims shall havethe sole and exclusive right, subject to the rights of the Obligors under the Second PriorityDocuments, to adjust settlement for any award under any insurance policy relating to an insuredloss relating to the Collateral and to approve any award granted in any condemnation or similarproceeding affecting the Collateral.
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     (b) Unless and until the Discharge of First Priority Claims has occurred, all proceeds of anysuch insurance policy and any such award if in respect to the Collateral shall, after payment ofall outstanding fees, expenses (including reasonable fees and expenses of counsel), disbursementsand indemnities of the First Priority Collateral Agent and the Collateral Control Agent, bedelivered by the First Priority Collateral Agent to the Lender Agent for benefit of the FirstPriority Secured Parties to the extent required under the Loan Agreement and pursuant to the termsof the First Priority Documents; and thereafter, following the Discharge of First Priority Claimsand until the Discharge of Second Priority Claims has occurred, and after payment of alloutstanding fees, expenses (including reasonable fees and expenses of counsel), disbursements andindemnities of the Second Priority Collateral Agent and the Collateral Control Agent, be deliveredby the Second Priority Collateral Agent to the 2010 Trustee for the benefit of the Second PrioritySecured Parties to the extent required under the applicable Second Priority Documents; andfollowing the Discharge of First Priority Claims and Second Priority Claims, and after payment ofall outstanding fees, expenses (including reasonable fees and expenses of counsel), disbursementsand indemnities of the Third Priority Collateral Agent and the Collateral Control Agent, bedelivered by the Third Priority Collateral Agent to the 2015 Trustee and the Additional ThirdPriority Representatives in accordance with the 2015 Noteholder Security Agreement; and finally, tothe 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 PriorityCollateral Agent, the Third Priority Collateral Agent or any other Second Priority Secured Party orThird Priority Secured Party shall, at any time, receive any proceeds of any such insurance policyor any such award or payment thereunder in contravention of this Agreement, it shall pay suchproceeds, award or payment over to the First Priority Collateral Agent in accordance withSection 4.2.     (d) Following the Discharge of First Priority Claims and until the Discharge of SecondPriority Claims has occurred, if the Third Priority Collateral Agent or any other Third PrioritySecured Party shall, at any time, receive any proceeds of any insurance policy or any award orpayment thereunder in contravention of this Agreement, it shall pay such proceeds, award or paymentover 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 priorwritten consent of the Lender Agent (and the First Priority Collateral Agent and the CollateralControl Agent, to the extent an amendment, supplement or modification would affect its respectiverights, protections or obligations), no Second Priority Collateral Document or ThirdPriority Collateral Document may be amended, supplemented or otherwise modified or enteredinto to the extent such amendment, supplement or modification, or the terms of any new SecondPriority Collateral Document or Third Priority Collateral Document, would contravene any of theterms of this Agreement or the First Priority Documents. Following the Discharge of FirstPriority Claims and until the Discharge of Second Priority Claims has occurred, no Third PriorityCollateral Document may be amended, supplemented or otherwise modified or entered into to theextent 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 PriorityDocuments.     (b) The 2010 Trustee agrees that each Second Priority Collateral Document granting a Lien onany Collateral shall include the following language (or similar language satisfactory to the LenderAgent):“Notwithstanding anything herein to the contrary, the lien and security interestgranted to [the Second Priority Collateral Agent] pursuant to this Agreement and theexercise of any right or remedy by [the Second Priority Collateral Agent] hereunderare subject to the provisions of the Intercreditor Agreement, dated as of June 6,2008 (as amended, supplemented, amended and restated or otherwise modified from timeto time, the “Intercreditor Agreement”), among Wells Fargo Bank, N.A., inits capacity as First Priority Collateral Agent, Wells Fargo Bank, N.A., in itscapacity as Second Priority Collateral Agent, Wells Fargo Bank, N.A., in itscapacity as Third Priority Collateral Agent and the other parties thereto. In theevent of any conflict between the terms of the Intercreditor Agreement and thisAgreement, the terms of the Intercreditor Agreement shall govern and control.”In addition, the 2015 Trustee agrees that each Third Priority Collateral Document granting a Lienon any Collateral shall include the following language (or similar language satisfactory to theLender Agent):“Notwithstanding anything herein to the contrary, the lien and security interestgranted to [the Third Priority Collateral Agent] pursuant to this Agreement and theexercise of any right or remedy by [the Third Priority Collateral Agent] hereunderare subject to the provisions of the Intercreditor Agreement, dated as of June 6,2008 (as amended, supplemented, amended and restated or otherwise modified from timeto time, the “Intercreditor Agreement”), among Wells Fargo Bank, N.A., inits capacity as First Priority Collateral Agent, Wells Fargo Bank, N.A., in itscapacity as Second Priority Collateral Agent, Wells Fargo Bank, N.A., in itscapacity as Third Priority Collateral Agent, and the other parties thereto. In theevent of any conflict between the terms of the Intercreditor Agreement and thisAgreement, 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 theFirst Priority Collateral Agent or the Lender Agent enters into any amendment, waiver or consent inrespect 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 CollateralDocument or changing in any manner the rights of the First Priority Collateral Agent, the LenderAgent, 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 ComparableNoteholder Collateral Document without the consent of the Second Priority Collateral Agent, theThird Priority Collateral Agent, any Trustee, and any Additional Third Priority Representative, theSecond Priority Secured Parties or the Third Priority Secured Parties
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and without any action by anyof them or any Obligor; provided that (i) no such amendment, waiver or consent shall havethe effect of (A) removing assets subject to the Lien of the Second Priority Collateral Documentsor Third Priority Collateral Documents, except to the extent that a release of such Lien ispermitted by Section 5.1 and provided there is a corresponding release of the Lien securingthe First Priority Claims, (B) imposing duties or adding liabilities on the Second PriorityCollateral Agent, Third Priority Collateral Agent, any other Second Priority Secured Party or anyother Third Priority Secured Party without its consent or (C) permitting other Liens on theCollateral which are prohibited under the terms of the 2010 Indenture (as in effect on the datehereof), the 2015 Indenture (as in effect on the date hereof) or Section 6, (ii) any suchamendment, waiver or consent that materially and adversely affects the rights of the SecondPriority Collateral Agent, the Third Priority Collateral Agent, any other Second Priority SecuredParty or any other Third Priority Secured Party (and not the First Priority Secured Parties in alike or similar manner) shall not apply to the Second Priority Collateral Documents without theconsent of the Second Priority Collateral Agent (acting at the written direction of the 2010Trustee (itself acting at the direction of the holders of a majority of the aggregate principalamount of the Second Priority Claims)) and shall not apply to the Third Priority CollateralDocuments without the consent of the Third Priority Collateral Agent (acting at the writtendirection of the requisite Third Priority Secured Parties in accordance with the Third PrioritySecurity Agreements), and (iii) notice of such amendment, waiver or consent shall have been givenby the Lender Agent to the Second Priority Collateral Agent (unless it is the same Person as theFirst Priority Collateral Agent), the Third Priority Collateral Agent (unless it is the same Personas the First Priority Collateral Agent), each Trustee and any Additional Third PriorityRepresentative within 10 Business Days after the effective date thereof; provided,further, that (x) nothing contained in this clause (c) shall impair the rights ofthe First Priority Collateral Agent, the Lender Agent and the holders of First Priority Claims, orthe obligations and agreements of the Second Priority Collateral Agent, the Third PriorityCollateral Agent, the other Second Priority Secured Parties and the other Third Priority SecuredParties, 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, withoutthe consent of any Second Priority Secured Party or the Third Priority Secured Party, be amended ormodified pursuant to this Section 5.3(c) to secure additional extensions of credit and addadditional secured creditors as long as such amendments or modifications do not violate the expressprovisions 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 SecondPriority Claims has occurred, in the event the Second Priority Collateral Agent or the 2010 Trusteeenters into any amendment, waiver or consent in respect of any Second Priority Collateral Documentfor the purpose of adding to, or deleting from, or waiving or consenting to any departure from anyprovision of, any Second Priority Collateral Document or changing in any manner the rights of theSecond Priority Collateral Agent, the 2010 Trustee, the other Second Priority Secured Parties orthe Obligors thereunder, then such amendment, waiver or consent shall apply automatically to anycomparable provision of each Comparable Noteholder Collateral Document in respect of the ThirdPriority Collateral Documents without the consent of the Third Priority Collateral Agent, the 2015Trustee, any Additional Third Priority Representative or any other Third Priority Secured Party andwithout 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 ThirdPriority Collateral Documents, except to the
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extent that a release of such Lien is permitted bySection 5.1 and provided there is a corresponding release of the Lien securing the SecondPriority Claims, (B) imposing duties or adding liabilities on the 2015 Trustee, any AdditionalThird Priority Representative, the Third Priority Collateral Agent or any other Third PrioritySecured Party without its consent or (C) permitting other Liens on the Collateral which areprohibited under the terms of the 2015 Indenture (as in effect on the date hereof) or Section6, (ii) any such amendment, waiver or consent that materially and adversely affects the rightsof the Third Priority Collateral Agent, the 2015 Trustee, any Additional Third PriorityRepresentative or any other Third Priority Secured Party (and not Second Priority Security Partiesin a like or similar manner) shall not apply to the Third Priority Collateral Documents without theconsent of the Third Priority Collateral Agent (acting at the written direction of the requisiteThird 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 tothe Third Priority Collateral Agent (unless it is the same Person as the Second Priority CollateralAgent), the 2015 Trustee and each Additional Third Priority Representative within 10 Business Daysafter the effective date thereof; provided, further, that (x) nothing contained inthis clause (d) shall impair the rights of the Second Priority Collateral Agent, the 2010Trustee and the holders of Second Priority Claims, or the obligations and agreements of the ThirdPriority Collateral Agent and the other Third Priority Secured Parties, under Sections 3and 5.1 and (y) the Second Priority Collateral Documents and the Third Priority CollateralDocuments may, without the consent of any Third Priority Secured Party, be amended or modifiedpursuant to this Section 5.3(d) to secure additional extensions of credit and addadditional secured creditors as long as such amendments or modifications do not violate the expressprovisions of the 2015 Indenture or any other Third Priority Document.     (e) The First Priority Documents may be amended, supplemented or otherwise modified inaccordance with their terms and the Loan Agreement may be refinanced, in each case, without noticeto, or the consent of the Second Priority Collateral Agent, the Trustees, any Additional ThirdPriority Representative, the other Second Priority Secured Parties or the other Third PrioritySecured Parties subject to the terms hereof, all without affecting the lien subordination or otherprovisions of this Agreement.     (f) Subject to Section 5.3, the Second Priority Documents may be amended, supplementedor otherwise modified in accordance with their terms and the 2010 Notes may be refinanced, in eachcase, 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 tothe terms hereof, all without affecting the lien subordination or other provisions of thisAgreement.     (g) Without the written consent of the Lender Agent, none of the Second Priority CollateralAgent, Third Priority Collateral Agent, any other Second Priority Secured Party or any other ThirdPriority Secured Party will be entitled to agree (and none of them will agree) to any amendment toor modification of, or consent to any waiver of departure from, the Second Priority Documents orthe Third Priority Documents, whether in a refinancing or otherwise, that is prohibited by or incontravention 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 CollateralAgent, 2015 Trustee, any Additional Third Priority Representative or any other Third PrioritySecured Party will be entitled to agree (and none of them will agree) to any amendment to ormodification of, or consent to any waiver of departure from, the Third Priority Documents, whetherin a refinancing or otherwise, that is prohibited by or in contravention of the Second PriorityDocuments as in effect on the date hereof or this Agreement.     (i) Unless and until the Discharge of First Priority Claims has occurred, (i) the SecondPriority Secured Parties shall not consent to the release of any Second Priority Lien on anyCollateral without the written consent of the Lender Agent except for releases pursuant to Section8.04(a)(i) or (ii) or Section 8.04(b) of the 2010 Indenture, and (ii) the Third Priority SecuredParties shall not consent to the release of any Third Priority Lien on any Collateral without thewritten consent of the Lender Agent except for releases pursuant to Section 8.04(a)(i) or (ii) orSection 8.04(b) of the 2015 Indenture and any equivalent provision of any Additional Pari PassuThird Priority Agreement.     (j) Following the Discharge of First Priority Claims and until the Discharge of SecondPriority Claims has occurred, the Third Priority Secured Parties shall not consent to the releaseof any Third Priority Lien on any Collateral without the consent of the 2010 Trustee except forreleases pursuant to Section 8.04(a)(i) or (ii) or Section 8.04(b) of the 2015 Indenture and anyequivalent provision of any Additional Pari Passu Third Priority Agreement.     5.4 Rights as Unsecured Creditors. Notwithstanding anything to the contrary in thisAgreement, the Second Priority Secured Parties and the Third Priority Secured Parties may exerciserights and remedies as unsecured creditors against the Obligors in accordance with the terms of theSecond Priority Documents or the Third Priority Documents, as the case may be, and applicable lawonly to the extent set forth in the *proviso*of Section 3.1(a) hereof. Nothing in thisAgreement shall prohibit the receipt by any Second Priority Secured Priority or Third PrioritySecured Party of any payment of interest and principal on the Second Priority Claims or ThirdPriority Claims so long as such receipt is not (a) the direct or indirect result of the exerciseby any Second Priority Secured Party or Third Priority Secured Party of rights and remedies asa secured creditor in respect of the Second Priority Claims or Third Priority Claims or enforcementof any Second Priority Lien or Third Priority Lien, in either case in contravention of thisAgreement, or (b) a distribution in any Insolvency Proceeding on account of or otherwise by virtueof any Second Priority Lien or Third Priority Lien (including any distribution on account of orotherwise by virtue of any Lien on the Collateral under any Plan of Reorganization). In the eventthat any Second Priority Secured Party or Third Priority Secured Party becomes a judgment liencreditor in respect of Collateral as a result of its enforcement of its rights as an unsecuredcreditor in respect of the Second Priority Claims or Third Priority Claims, such judgment lienshall be subject to the terms of this Agreement (including in relation to the First Priority Liensand the First Priority Claims and including in relation to the Second Priority Liens and SecondPriority Claims) to the same extent as the other Liens securing the Second Priority Claims (createdpursuant to the Second Priority Collateral Documents) or Third Priority Claims (created pursuant tothe Third Priority Collateral Documents), as the case may be, are subject to the terms of thisAgreement. Nothing in this Agreement modifies any right or remedy the holders of First PriorityClaims or, after the Discharge of First Priority Claims has occurred, the holders of SecondPriority 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 theFirst Priority Collateral Documents (any such Collateral, as updated from time to time inaccordance with the relevant Collateral Document, the “Bailment Collateral”), suchpossession or control is also held as a bailee for, on behalf of and for the benefit of the SecondPriority Collateral Agent (as collateral agent for the Second Priority Secured Parties) and for thebenefit of the Third Priority Collateral Agent (as collateral agent for the Third Priority SecuredParties), such bailment being intended, among other things, to satisfy the requirements of Sections8-301(a)(2) and 9-313(c) of the UCC, and in each case solely to the extent required to perfect andenforce their security interests in such Bailment Collateral. Nothing in the preceding sentenceshall be construed to impose any duty on the First Priority Collateral Agent, the Lender Agent orany First Priority Secured Party (or any third party acting on their behalf) with respect to suchBailment Collateral or provide the Second Priority Collateral Agent, the Third Priority CollateralAgent, any other Second Priority Secured Party or any other Third Priority Secured Party with anyrights with respect to such Bailment Collateral beyond those specified in this Agreement or theSecond Priority Collateral Documents or Third Priority Collateral Documents (it beingunderstood 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 promptlyfollowing the Discharge of First Priority Claims, the First Priority Collateral Agent (upon thewritten direction of the Lender Agent) shall deliver to the Second Priority Collateral Agent, atthe Obligors’ joint and several cost and expense, such Bailment Collateral in its possessiontogether with any necessary endorsements or direct and deliver such Collateral as a court ofcompetent jurisdiction may otherwise direct (and the Second Priority Collateral Agent will hold thesame as bailee for, on behalf of and for the benefit of the Third Priority Secured Parties on thesame terms as specified above in this Section 5.5(a)); provided, further,that promptly following the Dischargeof Second Priority Claims, the Second Priority Collateral Agent (upon the written direction ofthe 2010 Trustee) shall deliver to the Third Priority Collateral Agent, at the Obligors’ joint andseveral cost and expense, such Collateral in its possession together with any necessaryendorsements or direct and deliver such Collateral as a court of competent jurisdiction mayotherwise direct.     (b) Each Obligor hereby grants to the Collateral Control Agent a security interest in theControlled Collateral to secure the First Priority Claims, the Second Priority Claims and the ThirdPriority Claims, and in each case such claims shall be subject to the relative priorities and theother provisions set forth herein. Without limiting the generality of the foregoing, it is agreedthat distributions on account of or by virtue of such security interest are subject to the relativepriorities and the other provisions set forth herein and that such grant to the Collateral ControlAgent (or any similar provision of any Collateral Document) is in no manner intended to (or shallbe deemed to) alter in any manner whatsoever (i) the distinct nature or character of each of theFirst Priority Claims (and the accompanying First Priority Liens granted in the First PriorityCollateral Documents), the Second Priority Claims (and the accompanying Second Priority Liensgranted in the Second Priority Collateral Documents), or the Third Priority Claims (and theaccompanying Third Priority Liens granted in the Third Priority Collateral Documents), (ii) thesole exclusive right of the First Priority Secured Parties to direct the Collateral Control Agentuntil 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 andapplication of proceeds thereof), and (iii) following the Discharge of First Priority Claims anduntil the Discharge of Second Priority Claims has occurred, the sole exclusive right of the SecondPriority 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 andapplication of proceeds thereof). As used herein, (i) “Collateral Control Agent” meansWells Fargo Bank, N.A., acting in its capacity as the collateral agent for each of the FirstPriority Collateral Agent, the Second Priority Collateral Agent and the Third Priority CollateralAgent for purposes of this Section 5.5(b); and (ii) “Controlled Collateral” meansthat portion of the Collateral consisting of “deposit accounts” or “securities accounts” orProperty deposited or carried therein or credited thereto, each as defined in the UCC. In additionto the foregoing, the parties hereto agree that the Collateral Control Agent will be acting ascollateral agent on behalf of the First Priority Collateral Agent, the Second Priority CollateralAgent and the Third Priority Collateral Agent under (A) any agreement or document executed toeffect a pledge of any equity interests of a Subsidiary organized under the laws of Mexico, Brazilor Chile and (B) any control agreement entered into by the Collateral Control Agent with respect tothe Controlled Collateral. Consistent with the foregoing, but subject to the terms of thisAgreement, 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, includingthe rights of a secured creditor under the UCC, pursuant to the terms of the First PriorityCollateral Documents, but only with respect solely to the Controlled Collateral, (y) following theDischarge 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 andresponsibilities given to the Second Priority Collateral Agent, including the rights of asecured 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 FirstPriority Claims and the Discharge of Second Priority Claims, have all of the same rights (includingrights of foreclosure and enforcement), remedies, protections, duties and responsibilities given tothe 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 tothe Controlled Collateral.     5.6 Special Provisions Relating to Collateral Control Agreement. The followingprovisions shall govern the Collateral Control Agent’s rights, powers, obligations and duties underthis Agreement, notwithstanding anything herein to the contrary:     (a) Each of the First Priority Collateral Agent (for itself and on behalf of the FirstPriority Secured Parties), the Second Priority Collateral Agent (for itself and on behalf ofthe Second Priority Secured Parties), the Third Priority Agent and each Additional ThirdPriority Representative (for themselves and on behalf of the Third Priority Secured Parties)(each a “Control Secured Party” and collectively, the “Control SecuredParties”), hereby designates and appoints Wells Fargo Bank, N.A. to act as theCollateral Control Agent under this Agreement and the other Collateral Documents to which itis a party, and hereby authorize the Collateral Control Agent to take such actions on itsbehalf under the provisions of this Agreement and such other Collateral Documents and toexercise such powers and perform such duties as are expressly delegated to the
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CollateralControl Agent by the terms of this Agreement and such other Collateral Documents.Notwithstanding any provision to the contrary elsewhere in this Agreement or any otherCollateral Document, the Collateral Control Agent shall not have any duties orresponsibilities, except those expressly set forth in this Agreement or such otherCollateral Documents any fiduciary relationship with the Control Secured Parties, and noimplied covenants, functions or responsibilities shall be read into this Agreement orotherwise exist against the Collateral Control Agent.     (b) Each Control Secured Party agrees to render to the Collateral Control Agent, at anytime upon request of the Collateral Control Agent, an accounting of the amounts of theObligations owing to it and such other information with respect to the Obligations owing toeach such Person as the Collateral Control Agent may reasonably request in order to giveeffect to the terms and conditions of this Agreement. In the event that any Control SecuredParty fails to provide any information required to be provided by it to the CollateralControl 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 informationavailable to it or (ii) in the case of any distributions to be made pursuant to theCollateral 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 therequired information.     (c) Notwithstanding anything herein to the contrary, in no event shall the CollateralControl 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 shallthe Collateral Control Agent have any liability in respect of any such instruction receivedby 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 orany of the Collateral Documents by or through agents, experts or attorneys-in-fact and shallbe entitled to advice of counsel concerning all matters pertaining to such duties. TheCollateral Control Agent shall not be responsible for the negligence or misconduct of anyagents, 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 oromitted to be taken by it under or in connection with this Agreement or any of theCollateral 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 orwarranties) 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 theCollateral Control Agent under or in connection with, this Agreement or any of theCollateral Documents or for the value, validity, effectiveness, genuineness, enforceabilityor sufficiency of this Agreement or any of the Collateral Documents or for any failure ofthe Obligors or any other Person to perform their obligations hereunder and thereunder. TheCollateralControl Agent shall not be under any obligation to any Control Secured
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Party orany other Person to ascertain or to inquire as to (i) the observance or performance of anyof the agreements contained in, or conditions of, this Agreement or any of the CollateralDocuments or to inspect the properties, books or records of the Obligors, (ii) whether ornot any representation or warranty made by any Person in connection with this Agreement orany Collateral Document is true, (iii) the performance by any Person of its obligationsunder this Agreement or any of the Collateral Documents or (iv) the breach of or default byany 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 forany sum or the profit element of any sum received for its own account; (ii) disclose to anyother 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 anyPerson; (iii) be under any fiduciary duties or obligations other than those for whichexpress provision is made in this Agreement or in any of the Collateral Documents to whichit is a party; or (iv) be required to take any action that it believes, based on advice ofcounsel, is in conflict with any applicable law, this Agreement or any of the CollateralDocuments, or any order of any court or administrative agency.     (g) Beyond the exercise of reasonable care in the custody thereof and except asotherwise specifically stated in this Agreement or any of the Collateral Documents, theCollateral Control Agent shall have no duty as to any of the Collateral in its possession orcontrol or in the possession or control of any agent or bailee or as to preservation ofrights against prior parties or any other rights pertaining thereto.     (h) The Collateral Control Agent shall be authorized to but shall not be responsiblefor filing any financing or continuation statements or recording any documents orinstruments in any public office at any time or times or otherwise perfecting or monitoringor maintaining the perfection of any security interest in the Collateral. It is expresslyagreed, to the maximum extent permitted by applicable law, that the Collateral Control Agentshall have no responsibility for (i) taking any necessary steps to preserve rights againstany Person with respect to any Collateral or (ii) taking any action to protect against anydiminution in value of the Collateral, but, in each case (A) subject to the requirement thatthe Collateral Control Agent may not act or omit to take any action if such act or omissionwould constitute gross negligence, bad faith or willful misconduct and (B) the CollateralControl Agent may do so and all expenses reasonably incurred in connection therewith shallbe repaid in accordance with Section 4.1.     (i) The Collateral Control Agent shall not be liable or responsible for any loss ordiminution in the value of any of the Collateral, by reason of the act or omission of anycarrier, forwarding agency or other agent or bailee selected by the Collateral Control Agentin good faith, except to the extent of the Collateral Control Agent’ gross negligence, badfaith or willful misconduct.     (j) The Collateral Control Agent shall not be responsible for, nor incur any liabilitywith respect to, (i) the existence, genuineness or value of any of the Collateral or for thevalidity, 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 toact on its part under this Agreement or any of the Collateral Documents, except to theextent such action or omission constitutes gross negligence, bad faith or willful misconducton the part of the Collateral Control Agent, (ii) the validity or sufficiency of theCollateral or any agreement or assignment contained therein, (iii) the validity of the titleof 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 theCollateral     (k) Notwithstanding anything in this Agreement or any of the Collateral Documents tothe 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 inconnection with this Agreement or any of the Collateral Documents for indirect, special,incidental, punitive or consequential losses or damages of any kind whatsoever, includingbut not limited to lost profits or loss of opportunity, whether or not foreseeable, even ifthe Collateral Control Agent has been advised of the possibility thereof and regardless ofthe form of action in which such damages are sought; and (ii)the Collateral Control Agent shall be afforded all of the rights, powers, immunitiesand indemnities set forth in this Agreement in all of the Collateral Documents to which itis a signatory as if such rights, powers, immunities and indemnities were specifically setout in each such Collateral Document. In no event shall the Collateral Control Agent beobligated to invest any amounts received by it hereunder.     (l) The Collateral Control Agent shall be entitled conclusively to rely, and shall befully protected in relying, upon any note, writing, resolution, request, direction,certificate, notice, consent, affidavit, letter, cablegram, telegram, telecopy, email, telexor teletype message, statement, order or other document or conversation believed by it ingood faith to be genuine and correct and to have been signed, sent or made by the properPerson or Persons and/or upon advice and/or statements of legal counsel, independentaccountants and other experts selected by the Collateral Control Agent and need notinvestigate any fact or matter stated in any such document. Any such statement of legalcounsel shall be full and complete authorization and protection in respect of any actiontaken or suffered by it hereunder in accordance therewith. Any statement or advice ofcounsel may be based, insofar as it relates to factual matters, upon a certificate of anofficer of the Relevant Directing Party. In connection with any request or direction of theRelevant Directing Party, the Collateral Control Agent shall be entitled conclusively torely, and shall be fully protected in relying, upon any instruction delivered by theRelevant Directing Party. The Collateral Control Agent shall be fully justified in failingor 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 (whichmay be based on the opinion of legal counsel), be contrary to applicable law or any of theCollateral Documents, (ii) if such action is not specifically provided for in this Agreementor any of the Collateral Documents, (iii) if, in connection with the taking of any suchaction hereunder or under any of the Collateral Documents that would constitute an exerciseof remedies hereunder or under any of the Collateral Documents it shall not first beindemnified to its satisfaction by the Control Secured Parties against any and all risk ofnonpayment, liability and expense that may be incurred by it,its agents or its
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counsel byreason of taking or continuing to take any such action, or (iv) if, notwithstanding anythingto the contrary contained in this Agreement, in connection with the taking of any suchaction that would constitute a payment due under any agreement or document, it shall notfirst have received from the Control Secured Parties or the Obligors funds equal to theamount payable. The Collateral Control Agent shall in all cases be fully protected inacting, or in refraining from acting, under this Agreement or any of the CollateralDocuments in accordance with a request of the Relevant Directing Party, and such request andany action taken or failure to act pursuant thereto shall be binding upon all the otherControl Secured Parties.     (m) If, with respect to a proposed action to be taken by it, a Collateral Control Agentshall determine in good faith that the provisions of this Agreement or any other CollateralDocument relating to the functions or responsibilities or discretionary powers of theCollateral Control Agent are or may be ambiguous or inconsistent, the Collateral ControlAgent shall notify the Relevant Directing Party, identifying the proposed action,and may decline either to perform such function or responsibility or to take the actionrequested unless it has received the written confirmation of the Relevant Directing Partythat the action proposed to be taken by the Collateral Control Agent is consistent with theterms of this Agreement or of the Collateral Documents or is otherwise appropriate. TheCollateral Control Agent shall be fully protected in acting or refraining from acting uponthe confirmation of the Relevant Directing Party, in this respect, and such confirmationshall 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 theCollateral Control Agent has received a written notice or a certificate from the RelevantDirecting Party or the Obligors stating that a Default has occurred. The Collateral ControlAgent shall have no obligation whatsoever either prior to or after receiving such notice orcertificate to inquire whether a Default has in fact occurred and shall be entitled to relyconclusively, and shall be fully protected in so relying, on any notice or certificate sofurnished to it. No provision of this Agreement, any of the Collateral Documents shallrequire the Collateral Control Agent to expend or risk its own funds or otherwise incur anyfinancial liability in the performance of any of its duties under this Agreement, any of theCollateral Documents or the exercise of any of its rights or powers, if it shall havereasonable grounds for believing that repayment of such funds or adequate indemnity againstsuch risk or liability including an advance of moneys necessary to take the action requestedis not reasonably assured to it, the Collateral Control Agent may decline to act unless itreceives indemnity satisfactory to it in its sole discretion, including an advance of moneysnecessary to take the action requested. The Collateral Control Agent shall be under noobligation or duty to take any action under this Agreement or any of the CollateralDocuments or otherwise if taking such action (i) would subject the Collateral Control Agentto a tax in any jurisdiction where it is not then subject to a tax or (ii) would require theCollateral Control Agent to qualify to do business in any jurisdiction where it is not thenso qualified.     (o) Notwithstanding that the Collateral Control Agent is appointed by and acting forand at the direction of the Control Secured Parties, the Obligors will jointly and
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severallypay 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 ControlAgent) and out-of-pocket expenses, including the reasonable fees and expenses of itscounsel, 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 isa party, (ii) the custody or preservation of, or the sale of, collection from, or otherrealization upon, any of the Collateral, (iii) the exercise or enforcement (whether throughnegotiations, legal proceedings or otherwise) of any of the rights of the Collateral ControlAgent 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 ofany of the Collateral Documents. The provisions of this section shall survive thetermination of this Agreement and resignation or removal of the Collateral Control Agent.The expenses of the Collateral Control Agent incurred inconnection with actions undertaken as provided in this Section 8.1 shall bepayable jointly and severally by the Obligors to the Collateral Control Agent upon demandtherefore (which demand shall be accompanied by an appropriate invoice).     (p) Each of the Control Secured Parties expressly acknowledges that neither theCollateral Control Agent nor any of its officers, directors, employees, agents orattorneys-in-fact has made any representations or warranties to it (except as expresslyprovided herein) and that no act by the Collateral Control Agent hereafter taken, includingany review of the Obligors, shall be deemed to constitute any representation or warranty bythe Collateral Control Agent to any Control Secured Party. Each Control Secured Partyrepresents to the Collateral Control Agent that it has, independently and without relianceupon the Collateral Control Agent or any other Control Secured Party, and based on suchdocuments and information as it has deemed appropriate, made its own appraisal of andinvestigation into the business, operations, property, financial and other condition andcreditworthiness of the Obligors. Each Control Secured Party also represents that it will,independently and without reliance upon the Collateral Control Agent or any other ControlSecured Party, and based on such documents and information as it shall deem appropriate atthe time, continue to make its own credit analysis, appraisals and decisions in taking ornot taking action under this Agreement, and to make such investigation as it deems necessaryto inform itself as to the business, operations, property, financial and other condition andcreditworthiness of the Obligors. Except for notices, reports and other documents expresslyrequired to be furnished to the Control Secured Parties by the Collateral Control Agenthereunder, the Collateral Control Agent shall not have any duty or responsibility to provideany Control Secured Party with any credit or other information concerning the business,operations, property, financial and other condition or creditworthiness of the Obligorswhich 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 CollateralControl Agent and its officers, directors, employees, agents or attorneys-in-fact(collectively, the “Control Indemnified Parties”) from and against any and allliabilities, 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 orarising out of this Agreement or the Collateral Documents; provided that theObligors shall not be liable for the payment of any portion of such liabilities,obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses ordisbursements to the extent that any of the foregoing result from any such ControlIndemnified Party’s gross negligence or willful misconduct as determined by a court ofcompetent jurisdiction beyond all applicable appeals.     (r) Neither the Collateral Control Agent, any Control Secured Party nor any of theirrespective 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 shallbe under any obligation to sell or otherwise dispose of any Collateral upon the requestof the Obligors or any other Person or to take any other action whatsoever with regard tothe Collateral or any part thereof. The powers conferred on the Collateral Control Agenthereunder are solely to protect the Collateral Control Agent’s and the Control SecuredParties’ interests in the Collateral and shall not impose any duty upon the CollateralControl Agent to exercise any such powers. The Collateral Control Agent shall beaccountable only for amounts that it actually receives as a result of the exercise of suchpowers, and neither it nor any of its officers, directors, employees or agents shall beresponsible to the Obligors for any act or failure to act hereunder, except for their owngross negligence or willful misconduct.     (s) Pursuant to any applicable law, the Obligors authorize the Collateral Control Agentwithout obligation to file or record financing statements and other filing or recordingdocuments or instruments with respect to the Collateral without the signatures of theObligors in such form and in such offices as the Relevant Directing Party determinesappropriate to perfect the security interests of the Collateral Control Agent under thisAgreement. The Obligors hereby ratify and authorize the filing by the Collateral ControlAgent of any financing statement with respect to the Collateral made prior to the datehereof. Notwithstanding the foregoing or anything else to the contrary contained in thisAgreement, in no event shall the Collateral Control Agent have any duty or obligation tomonitor the perfection, continuation of perfection or the sufficiency or validity of anysecurity interest in or related to the Collateral or to prepare or file any UniformCommercial Code financing statement or continuation statement.     (t) The Obligors acknowledge that the rights and responsibilities of the CollateralControl Agent under this Agreement with respect to any action taken by the CollateralControl 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 orarising out of this Agreement shall, as between the Collateral Control Agent and the ControlSecured Parties, be governed by such agreements with respect thereto as may exist from timeto time among them, but, as between the Collateral Control Agent and the Obligors, theCollateral Control Agent shall be conclusively presumed to be acting as agent for theControl Secured Parties with full and valid authority so to act or refrain from acting, andthe Obligors shall not be under any obligation, or entitlement, to make any inquiryrespecting such authority.
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     (u) Any corporation into which the Collateral Control Agent may be merged, or withwhich it may be consolidated, or any corporation resulting from any merger or consolidationto which the Collateral Control Agent shall be a party, shall become a Collateral ControlAgent under this Agreement without the execution or filing of any paper or any further acton the part of the parties hereto.     (v) The Collateral Control Agent may resign as Collateral Control Agent at any timeupon written notice to the Relevant Directing Party and may be removed at any time with orwithout cause by the Relevant Directing Party, with any such resignation orremoval to become effective only upon the appointment of a successor Collateral ControlAgent under this Section. If the Collateral Control Agent shall provide notice of itsresignation 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 ControlAgent’s resignation or removal, the Collateral Control Agent may) appoint a successor agentfor the Control Secured Parties, which successor agent shall, in the case of any appointmentby 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 ControlAgent shall be terminated, without any other or further act or deed on the part of suchformer Collateral Control Agent (except that the resigning Collateral Control Agent shalldeliver all Collateral then in its possession to the successor Collateral Control Agent andshall execute and deliver to the successor Collateral Control Agent such instruments ofassignment and transfer and other similar documents as such successor Collateral ControlAgent shall deem necessary or advisable) or any of the Control Secured Parties. After anyretiring Collateral Control Agent’s resignation or removal hereunder as Collateral ControlAgent, the provisions of this Agreement shall inure to its benefit as to any actions takenor omitted to be taken by it while it was Collateral Control Agent. In the event that asuccessor Collateral Control Agent is not appointed within the time period specified in thisSection 8.1 following the provision of a notice of resignation or removal of theCollateral Control Agent, the Collateral Control Agent or any Control Secured Party maypetition a court of competent jurisdiction for the appointment of a successor CollateralControl 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 theadministration of the Collateral, in each case consistent with the customary procedures ofthe Collateral Control Agent.     (x) The Collateral Control Agent shall at the Obligors’ joint and several expense makeavailable to the Relevant Directing Party and its duly authorized representatives, attorneysand auditors, the files and accounts, books, records and computer systems maintained by theCollateral Control Agent or any subcontractor or agent thereof in respect of the Collateralat the locations where such files, accounts, books, records and computer systems aremaintained pursuant to this Agreement and the other Collateral Documents, during normalbusiness 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 ControlIndemnified 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 IndemnifiedParty to the extent they result from any indemnity provided by the Collateral Control Agentto an account bank or securities intermediary under any Account Control Agreement existingat the date hereof or from any other indemnityprovided by the Collateral Control Agent to an account bank or securities intermediaryunder any Account Control Agreement at the written instruction of the Lender Agent followingthe date hereof; provided that (i) the Lenders shall not be liable for the paymentof any portion of such liabilities, obligations, losses, damages, penalties, actions,judgments, suits, costs, expenses or disbursements to the extent that any of the foregoingresult from any such Control Indemnified Party’s gross negligence or willful misconduct asdetermined by a court of competent jurisdiction beyond all applicable appeals and (ii) anysuch indemnity so provided by the Collateral Control Agent under such Account ControlAgreement is limited to Liabilities that arise as a result of any such account bank orsecurities intermediary taking action or not taking action at the written instructions ororder of the Collateral Control Agent to such account bank or securities intermediary thatwere made by the Collateral Control Agent at the written instruction or order of the LenderAgent.     (z) With respect to the Bank of America Account Control Agreements and the WachoviaAccount Control Agreement, each of the Lenders agree to indemnify on a pro rata basis eachof the Control Indemnified Parties from and against any and all Liabilities which may at anytime be imposed on, incurred by or asserted against any Control Indemnified Party to theextent they result from any agreement to pay fees, expenses, disbursements, indemnities orother costs provided by the Collateral Control Agent to the applicable account bank orsecurities intermediary under the Bank of America Account Control Agreements and theWachovia Account Control Agreements; provided that (i) the Lenders shall not beliable for the payment of any portion of such liabilities, obligations, losses, damages,penalties, actions, judgments, suits, costs, expenses or disbursements to the extent thatany of the foregoing result from any such Control Indemnified Party’s gross negligence orwillful misconduct as determined by a court of competent jurisdiction in a finalnon-appealable judgment, and (ii) the Lenders shall not be liable for any portion of suchliabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs,expenses or disbursements to the extent that any of the foregoing arises after the Dischargeof 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 toenter into any agreement amending, modifying or supplementing any provision of thisIntercreditor Agreement or any Collateral Document unless it shall have been directed to doso by the Relevant Directing Party. Additionally, the permissive right of the CollateralControl Agent to take any action under this Intercreditor Agreement or any of the CollateralDocuments 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 Agreementshall be payable immediately when due in U.S. dollars (“Dollars”) in the full amountdue, without deduction for any variation in any Rate of Exchange (as defined below). TheObligors hereby agree to jointly and severally indemnify the Collateral Control Agentagainst any losses, damages, penalties, costs, expenses or disbursements of any kind ornature whatsoever, including, without limitation, attorney’s fees andexpenses, incurred by the Collateral Control Agent as a result of any judgment or orderbeing given or made for the amount due hereunder and such judgment or order being expressedand paid in a currency (the “Judgment Currency”) other than Dollars and as a resultof any variation as between (i) the rate of exchange at which the dollar amount is convertedinto Judgment Currency for the purpose of such judgment or order, and (ii) the Rate ofExchange at which the Collateral Control Agent is then able to purchase Dollars with theamount of the Judgment Currency actually received by the Collateral Control Agent. Theindemnity set forth in this paragraph shall constitute a separate and independent obligationof the Obligors and shall continue in full force and effect notwithstanding any suchjudgment or order as aforesaid. The term “Rate of Exchange” means the rate at which theCollateral Control Agent is able to purchase Dollars with the Judgment Currency on theforeign exchange market on the relevant date and shall include any premiums and otherreasonable 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 thetermination or assignment of this Agreement and the resignation or removal of the CollateralControl 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 thisAgreement and the rights, protections and responsibilities of the Collateral Control Agentunder 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 andThird Priority Collateral Agent shall be entitled to the same rights, protections,immunities and indemnities as set forth in the First Priority Security Agreement, the SecondPriority Security Agreement and the Third Priority Security Agreement, respectively, as ifthe provisions setting forth those rights, protections, immunities and indemnities are fullyset 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 subjectto any Insolvency Proceeding and the holders of a majority in principal amount of the FirstPriority Claims shall desire to permit the use of cash collateral (as such term is defined inSection 363(a) of the Bankruptcy Code) under Section 363(c) of the Bankruptcy Code (“Use ofCash Collateral”) or to permit an Obligor to obtain financing, whether from the First PrioritySecured Parties, any other Person, or any combination thereof, under Section 364 of the
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BankruptcyCode (“DIP Financing”), then each of the Second Priority Collateral Agent and the ThirdPriority Collateral Agent, the 2010 Trustee, on behalf of itself and the other Second PrioritySecured Parties, and the 2015 Trustee and each Additional Third Priority Representative, on behalfof themselves and the other Third Priority Secured Parties, agrees that it shall not beentitled to raise (and will not raise), but instead shall be deemed to have otherwiseirrevocably, absolutely, and unconditionally waived any right to raise, any objection to such Useof Cash Collateral or DIP Financing (and instead will be deemed to have consented to such Use ofCash 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 theLender Agent or to the extent permitted by Section 6.3) and, to the extent the FirstPriority Liens are junior in priority or paripassu with such Use of CashCollateral or such DIP Financing, will maintain the priority of its Liens in the Collateral asjunior in priority to such First Priority Liens on the same basis as the other Liens securing theSecond Priority Claims or the Third Priority Claims, as the case may be, are junior in priority toFirst Priority Liens under this Agreement; provided, however, that either the 2010Trustee or 2015 Trustee, on behalf of the Second Priority Secured Parties or the Third PrioritySecured 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 principalamount of such DIP Financing exceeds $250,000,000 in the aggregate, or (ii) the Second PrioritySecured Parties or the Third Priority Secured Parties, as the case may be, are not permitted toretain a Lien on the Collateral (including proceeds thereof arising after the commencement of suchproceeding) with the same priority as existed prior to the commencement of the case under theBankruptcy Code (subject to the subordination of the Liens securing such DIP Financing as describedabove). Without limiting the other provisions of this Agreement, nothing in this Section6.1(a) is intended to limit the ability of the First Priority Secured Parties, the SecondPriority Secured Parties or the Third Priority Secured Parties to participate in, support, orobject 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 SecondPriority Claims has occurred, if any Obligor shall be subject to any Insolvency Proceeding and theholders of a majority in principal amount of the Second Priority Claims shall desire to permit theUse of Cash Collateral or to permit an Obligor to obtain DIP Financing, then each of the ThirdPriority Collateral Agent, the 2015 Trustee and each Additional Third Priority Representative, onbehalf of themselves and the other Third Priority Secured Parties, agrees that it shall not beentitled 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 CashCollateral or DIP Financing (and instead will be deemed to have consented to such Use of CashCollateral or DIP Financing) and shall not be entitled to request (and will not request) adequateprotection or any other relief in connection therewith (except as expressly agreed by the 2010Trustee or to the extent permitted by Section 6.3) and, to the extent the Second PriorityLiens are junior in priority or paripassu with such Use of Cash Collateral or suchDIP Financing, will maintain the priority of its Liens in the Collateral as junior in priority tosuch Second Priority Liens on the same basis as the other Liens securing the Third Priority Claimsare junior in priority to Second Priority Liens under this Agreement; provided,however, that the 2015 Trustee and each Additional Third Priority Representative, on behalfof themselves and the other Third Priority Secured Parties may object to such Use of CashCollateral 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) theaggregate principal amount of such DIPFinancing (together with any outstanding DIP Financing obtained and cash collateral usedpursuant to Section 6.1(a) above) exceeds $250,000,000 in the aggregate, or (ii) the ThirdPriority Secured Parties are not permitted to retain a Lien on the Collateral (including proceedsthereof arising after the commencement of such proceeding) with the same priority as existed priorto the commencement of the case under the Bankruptcy Code (subject to the subordination of theLiens securing such DIP Financing as described above). Without limiting the other provisions ofthis Agreement, nothing in this Section 6.1(b) is intended to limit the ability of theSecond Priority Secured Parties or Third Priority Secured Parties to participate in, support, orobject 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 Noteholdersholding at least one-third of the principal amount of outstanding 2010 Notes direct such oppositionby the 2010 Trustee or unless 2015 Third Priority Secured Parties holding at least one-third of theprincipal amount of outstanding Third Priority Claims direct such opposition by the 2015 Trusteeand 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 ThirdPriority Secured Parties (unless the 2015 Trustee and the other Additional Third PriorityRepresentatives receive such direction by the requisite Third Priority Secured Parties), in anyInsolvency Proceeding or otherwise, shall not be entitled to oppose (and shall not oppose) any saleor disposition of any assets of any of the Obligors that is supported by First Priority SecuredParties, and the Second Priority Secured Parties or Third Priority Secured Parties or both, as thecase may be, will be deemed to have consented under Section 363 of the Bankruptcy Code to any salesupported by such First Priority Secured Parties and to have released their Liens in such assets solong as and to the extent that (i) the First Priority Secured Parties shall have likewise releasedtheir Liens and (ii) the First Priority Liens, the Second Priority Liens and the Third PriorityLiens shall attach to the proceeds of any Collateral sold or disposed of in the priorities setforth herein.     (d) Following the Discharge of First Priority Claims and until the Discharge of SecondPriority Claims has occurred, and unless Third Priority Secured Parties holding at least one-thirdof the principal amount of outstanding Third Priority Claims direct such opposition by the 2015Trustee and the other Additional Third Priority Representatives, the Third Priority SecuredParties, in any Insolvency Proceeding or otherwise, shall not be entitled to oppose (and shall notoppose) any sale or disposition of any assets of any of the Obligors that is supported by SecondPriority Secured Parties holding 50% of the principal amount of the Second Priority Claims, and theThird Priority Secured Parties will be deemed to have consented under Section 363 of the BankruptcyCode to any sale supported by such Second Priority Secured Parties and to have released their Liensin such assets so long as and to the extent that (i) the Second Priority Secured Parties shall havelikewise released their Liens and (ii) the Second Priority Liens and the Third Priority Liens shallattach 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 the2010 Trustee, 2010 Noteholders holding at least one-third of the principal amount of the 2010 Notesor
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(b) in the case of the 2015 Trustee or any Additional Third Priority Representative, the holdersof at least one-third of the principal amount of the Third Priority Claims, (i) each Trustee andeach Additional Third Priority Representative, on behalf of itself and the Second Priority SecuredParties or Third Priority Secured Parties, as the case may be, may seek or request adequateprotection in the form of a Lien on any additional collateral (including by way of objecting to anyDIP Financing that does not provide for such Lien), which Lien will be junior in priority to theFirst Priority Liens and such DIP Financing (and all Obligations relating thereto) (and in the caseof any such Lien securing the Third Priority Claims, junior in priority to the Second PriorityLiens) on the same basis as the other Liens securing the Second Priority Claims or the ThirdPriority Claims are junior in priority to the First Priority Liens under this Agreement and subjectin all respects to the release obligations set forth in this Agreement, including in Section5.1 and Section 6.1 hereof, and (ii) the Trustees, each Additional Third PriorityRepresentative, and the other Second Priority Secured Parties or Third Priority Secured Parties, asthe case may be, may seek or request post-petition interest and/or adequate protection payments inany Insolvency Proceeding in respect of the Second Priority Liens and the Third Priority Liens, andthe First Priority Collateral Agent and the Lender Agent, on behalf of themselves and the otherFirst Priority Secured Parties, may oppose such motions or requests made by or on behalf of theSecond Priority Secured Parties or the Third Priority Secured Parties (provided also that theSecond Priority Collateral Agent and the 2010 Trustee, on behalf of themselves and the other SecondPriority Secured Parties, may oppose such motions or requests made by or on behalf of the ThirdPriority Secured Parties). If the Second Priority Secured Parties or the Third Priority SecuredParties are granted post-petition interest and/or adequate protection payments in an InsolvencyProceeding (“Junior Priority Bankruptcy Payments”), such amounts shall be deemedCollateral, shall be turned over to the First Priority Collateral Agent in accordance with Section4.2 hereof (or, following the Discharge of First Priority Claims and prior to the Discharge ofSecond Priority Claims, to the Second Priority Collateral Agent) and shall be applied according tothe terms thereof (regardless of whether or not any order of a bankruptcy court authorizing and/ordirecting any Junior Priority Bankruptcy Payments shall expressly provide for such direct paymentto 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 shallprohibit or in any way limit the First Priority Collateral Agent, the Lender Agent or any otherFirst Priority Secured Party from objecting in any Insolvency Proceeding or otherwise to any actiontaken by any Second Priority Secured Party or Third Priority Secured Party, including the seekingby any Second Priority Secured Party or Third Priority Secured Party of adequate protection or theasserting by any Second Priority Secured Party or Third Priority Secured Party of any of its rightsand 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, nothingcontained herein shall prohibit or in any way limit the 2010 Trustee or any other Second PrioritySecured Party from objecting in any Insolvency Proceeding or otherwise to any action taken by anyThird Priority Secured Party, including the seeking by any Third Priority Secured Party ofadequate protection or the asserting by any Third Priority Secured Party of any of its rightsand remedies under the Third Priority Documents or otherwise.     6.5 Preference Recoveries. If any First Priority Secured Party is required in anyInsolvency Proceeding or otherwise to turn over or otherwise pay to the estate of any Obligor
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anyamount as a preference (a “Recovery”), then the First Priority Claims shall be reinstatedto the extent of such Recovery. If this Agreement shall have been terminated prior to suchRecovery, this Agreement shall be reinstated in full force and effect, and such prior terminationshall not diminish, release, discharge, impair or otherwise affect the obligations of the partieshereto from such date of reinstatement. If any Second Priority Secured Party is required in anyInsolvency Proceeding or otherwise to turn over any Recovery, then the Second Priority Claims shallbe reinstated to the extent of such Recovery. If this Agreement shall have been terminated priorto such Recovery, this Agreement shall be reinstated in full force and effect, and such priortermination shall not diminish, release, discharge, impair or otherwise affect the obligations ofthe parties hereto from such date of reinstatement.     6.6 Post-Petition Interest. No Second Priority Secured Party or Third PrioritySecured 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 InsolvencyProceeding of the First Priority Claims consisting of post-petition interest, fees or expenses tothe extent of the value of any First Priority Lien on the Collateral, without regard to theexistence of the Second Priority Liens or Third Priority Liens on the Collateral, such value to bedetermined without regard to the existence of the Second Priority Liens or the Third Priority Lienson the Collateral. No Third Priority Secured Party shall oppose or seek to challenge any claim bythe Second Priority Collateral Agent, the 2010 Trustee or any other Second Priority Secured Partyfor allowance in any Insolvency Proceeding of the Second Priority Claims consisting ofpost-petition interest, fees or expenses to the extent of the value of any Second Priority Lien onthe Collateral, without regard to the existence of the Third Priority Liens on the Collateral, suchvalue to be determined without regard to the existence of the Third Priority Liens on theCollateral.     6.7 **[Intentionally Omitted]**.     6.8 Separate Grants of Security and Separate Classification. Each of the FirstPriority Collateral Agent, the Second Priority Collateral Agent, the Third Priority CollateralAgent, the 2010 Trustee, on behalf of themselves and the other Second Priority Secured Parties, the2015 Trustee, and each Additional Third Priority Representative on behalf of themselves and theother Third Priority Secured Parties, and the Lender Agent, on behalf of itself and the other FirstPriority Secured Parties, acknowledge and agree that:          (a) the grants of Liens pursuant to the First Priority Collateral Documents, the SecondPriority Collateral Documents and the Third Priority Collateral Documents constitute three separateand distinct grants of Liens; and          (b) because of, among other things, their differing rights in the Collateral, the FirstPriority Claims, the Second Priority Claims and the Third Priority Claims are fundamentallydifferent from one another and must be separately classified in any Plan of Reorganization proposedor 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 PrioritySecured Parties, the Second Priority Secured Parties and/or the Third Priority Secured Parties inrespect
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of the Collateral constitute only one secured claim (rather than separate classes of firstpriority, second priority and third priority secured claims), then (i) each of the parties heretohereby acknowledges and agrees that, subject to Sections 2.1 and 4.1, alldistributions shall be made as if there were separate classes of first priority, second priorityand third priority secured claims against the Obligors in respect of the Collateral (with theeffect being that, to the extent that the aggregate value of the Collateral is sufficient (for thispurpose ignoring all claims held by the Second Priority Secured Parties and the Third PrioritySecured Parties), (ii) the First Priority Secured Parties shall be entitled to receive, in additionto amounts distributed to them in respect of principal, pre-petition interest and other claims, allamounts owing in respect of post-petition interest, including any additional interest payablepursuant to the First Priority Documents, arising from or related to a default, which is disallowedas a claim in any Insolvency Proceeding, and reimbursement of all fees and expenses of the FirstPriority Collateral Agent’s and the Lender Agent’s respective attorneys, financial consultants, andother agents) before any distribution is made in respect of or by virtue of the Second PriorityLiens or the Third Priority Liens, with each of the Second Priority Collateral Agent, the ThirdPriority Collateral Agent, the 2010 Trustee, on behalf of itself and the other Second PrioritySecured Parties, and the 2015 Trustee and each Additional Third Priority Representative, on behalfof themselves and the other Third Priority Secured Parties, hereby acknowledging and agreeing toturn over to the First Priority Collateral Agent amounts otherwise received or receivable by themin respect of or by virtue of the Third Priority Liens to the extent necessary to effectuate theintent of this sentence, even if such turnover has the effect of reducing the claim or recovery ofthe Second Priority Secured Parties or the Third Priority Secured Parties, and (iii) following theDischarge 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 amountsdistributed to them in respect of principal, pre-petition interest and other claims, all amountsowing in respect of post-petition interest, including any additional interest payable pursuant tothe Second Priority Documents, arising from or related to a default, which is disallowed as a claimin any Insolvency Proceeding, and reimbursement of all fees and expenses of the Second PriorityCollateral Agent’s and the 2010 Trustee’s respective attorneys, financial consultants, and otheragents) 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 ThirdPriority 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 amountsotherwise received or receivable by them in respect of or by virtue of the Third Priority Liens tothe extent necessary to effectuate the intent of this sentence, even if such turnover has theeffect 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 SecondPriority Secured Parties and the Third Priority Secured Parties shall be entitled to vote to acceptor reject any Plan of Reorganization in connection with any Insolvency Proceeding so long as suchPlan of Reorganization is a Conforming Plan of Reorganization and shall be entitled to vote toreject 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 CollateralAgent, the 2010 Trustee, on behalf of itself and the other Second Priority Secured Parties, and the2015 Trustee and each Additional Third Priority Representative, on behalf of themselves and theother Third Priority Secured Parties, agrees that none of the Second Priority Secured Parties orthe Third Priority Secured Parties shall be entitled to take any action or vote in any way thatsupports
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any Non-Conforming Plan of Reorganization. Without limiting the generality of theforegoing or of the other provisions of this Agreement, any vote to accept, and any other act tosupport the confirmation or approval of, any Non-Conforming Plan of Reorganization by any SecondPriority 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 herebyauthorized by the Second Priority Secured Parties and Third Priority Secured Parties) to have anysuch vote to accept a Non-Conforming Plan of Reorganization changed and any such support of anysuch Non-Conforming Plan of Reorganization withdrawn (and following the Discharge of First PriorityClaims and until the Discharge of Second Priority Claims has occurred, the 2010 Trustee shall beentitled to have any such vote by any Third Priority Secured Party to accept a Non-Conforming Planof Reorganization changed and any such support of any such Non-Conforming Plan of Reorganizationwithdrawn).     6.10 No X Clause. This Agreement does not include any “X Clause” in favor of theSecond Priority Secured Parties or the Third Priority Secured Parties. Without limiting thegenerality of the foregoing or of any other provision of this Agreement, absent a Discharge ofFirst 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 entitledto receive or retain any debt or equity securities to be distributed under any confirmed Plan ofReorganization on account of or otherwise by virtue of the Second Priority Liens or the ThirdPriority Liens on the Collateral, as the case may be, but any such debt or equity securitiesinstead shall be distributed to the Lender Agent for further distribution to the First PrioritySecured Parties in accordance with the provisions of Section 4.2 hereof; provided thatfollowing 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 onaccount of or otherwise by virtue of the Third Priority Liens on the Collateral shall bedistributed to the 2010 Trustee for further distribution to the Second Priority Secured Parties inaccordance with the provisions of Section 4.2 hereof.     6.11 Determination of Distributions on Account of Lien on Collateral. For thepurposes of this Agreement, including for the purposes of Sections 4.2, 5.4, and6.10 hereof, there shall be a presumption that any distribution to or for the benefit ofthe Second Priority Secured Parties or the Third Priority Secured Parties under any Plan ofReorganization for any Obligor shall be on account of or by virtue of the Second Priority Liens orthe Third Priority Liens, as the case may be, on the Collateral. Each Trustee and each AdditionalThird PriorityRepresentative, on behalf of itself and the Second Priority Secured Parties or the ThirdPriority 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 forthe benefit of the Second Priority Secured Parties or the Third Priority Secured Parties, as thecase may be, that does not consist of proceeds of (or is not otherwise on account of or by virtueof) 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 SecondPriority 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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SecondPriority Secured Parties and Third Priority Secured Parties have, independently and withoutreliance on the Collateral Agents, the Lender Agent or any other First Priority Secured Party, andbased on documents and information deemed by them appropriate, made their own credit analysis anddecision to enter into the Indentures or any other applicable Second Priority Document or ThirdPriority Document, this Agreement and the transactions contemplated hereby and thereby and theywill continue to make their own credit decisions in taking or not taking any action under theIndentures, any such other Second Priority Document, any such other Third Priority Document or thisAgreement. Each of the 2015 Trustee and each Additional Third Priority Representative, on behalfof themselves and the other Third Priority Secured Parties, acknowledges that the Third PrioritySecured Parties have, independently and without reliance on the Collateral Agents, the 2010 Trusteeor any other Second Priority Secured Party, and based on documents and information deemed by themappropriate, made their own credit analysis and decision to enter into the 2015 Indenture or anyother applicable Third Priority Document, this Agreement and the transactions contemplated herebyand thereby and they will continue to make their own credit decisions in taking or not taking anyaction 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, the2010 Trustee, on behalf of itself and the other Second Priority Secured Parties, and the 2015Trustee and each Additional Third Priority Representative, on behalf of themselves and the otherThird Priority Secured Parties, acknowledges and agrees that each of the First Priority CollateralAgent, the Lender Agent and the other holders of First Priority Claims have made no express orimplied representation or warranty, including with respect to the execution, validity, legality,completeness, collectibility or enforceability of any of the First Priority Documents or theownership of any Collateral or the perfection or priority of any Lien thereon. The holders ofFirst Priority Claims will be entitled to manage and supervise their respective loans andextensions 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 managetheir loans and extensions of credit without regard to any right or interest that any SecondPriority 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 CollateralAgent, the Lender Agent or any other First Priority Secured Party shall have any duty to anySecond Priority Secured Party or any Third Priority Secured Party to act or refrain from acting ina manner which allows, or results in, the occurrence or continuance of an event of default ordefault under any agreement with any Obligor (including the Second Priority Documents and ThirdPriority 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 ThirdPriority 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 theother holders of Second Priority Claims have made no express or implied representation or warranty,including with respect to the execution, validity, legality, completeness, collectibility orenforceability of any of the Second Priority Documents or the ownership of any Collateral or theperfection or priority of any Lien thereon. The holders of
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Second Priority Claims will be entitledto manage and supervise their extensions of credit to the Obligors in accordance with applicablelaw and as they may otherwise, in their sole discretion, deem appropriate, and the holders ofSecond Priority Claims may manage their extensions of credit without regard to any right orinterest that any Third Priority Secured Party may have in the Collateral or otherwise, except asotherwise provided in this Agreement. None of the Second Priority Collateral Agent, the 2010Trustee or any other Second Priority Secured Party shall have any duty to any Third PrioritySecured Party to act or refrain from acting in a manner which allows, or results in, the occurrenceor continuance of an event of default or default under any agreement with any Obligor (includingthe Third Priority Documents), regardless of any knowledge thereof which they may have or becharged with.     7.3 No Waiver of Lien Priorities*.*     (a) To the fullest extent permitted under applicable law, no right of the First PriorityCollateral Agent, the Lender Agent, the other First Priority Secured Parties or any of them toenforce any provision of this Agreement shall at any time in any way be prejudiced or impaired byany act or failure to act on the part of any Obligor or by any act or failure to act by any FirstPriority Secured Party, or by any noncompliance by any Person with the terms, provisions andcovenants of this Agreement or any of the First Priority Documents, the Second Priority Documentsor the Third Priority Documents, regardless of any knowledge thereof which the First PriorityCollateral Agent, the Lender Agent or the other First Priority Secured Parties, or any of them, mayhave or be otherwise charged with. To the fullest extent permitted under applicable law, no rightof the Second Priority Collateral Agent, the 2010 Trustee, the other Second Priority SecuredParties or any of them to enforce any provision of this Agreement shall at any time in any way beprejudiced or impaired by any act or failure to act on the part of any Obligor or by any act orfailure to act by any Second Priority Secured Party, or by any noncompliance by any Person with theterms, provisions and covenants of this Agreement or any of the Second Priority Documents or theThird Priority Documents, regardless of any knowledge thereof which the Second Priority CollateralAgent, the 2010 Trustee or the other Second Priority Secured Parties, or any of them, may have orbe otherwise charged with.     (b) Without in any way limiting the generality of the foregoing paragraph (but subject to therights of the Obligors under the First Priority Documents), the First Priority Secured Parties andany of them, may, to the fullest extent permitted under applicable law, at any time and from timeto time, without the consent of, or notice to, any Second Priority Secured Party or Third PrioritySecured Party, without incurring any liability to any Second Priority Secured Party or ThirdPriority Secured Party and without impairing or releasing the lien priorities and other benefitsprovided in this Agreement (even if any right of subrogation or other right or remedy of any SecondPriority Secured Party or Third Priority Secured Party is affected, impaired or extinguishedthereby) do any one or more of the following:     (i) make loans and advances to any Obligor or issue, guaranty or obtain letters ofcredit for account of any Obligor or otherwise extend credit to any Obligor, in any amountand on any terms, whether pursuant to a commitment or as a discretionary advance and whetheror 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 ofpayment of, or renew, exchange, amend, increase or alter, the terms of any of the FirstPriority Claims or any First Priority Lien or guaranty thereof or any liability of theObligors, or any liability incurred directly or indirectly in respect thereof (including anyincrease in or extension of the First Priority Claims), without any restriction as to theamount, 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 FirstPriority Claims, the First Priority Claims or any of the First Priority Documents;     (iii) sell, exchange, release, surrender, realize upon, enforce or otherwise deal within any manner and in any order any part of the Collateral or any liability of any Obligor tothe First Priority Secured Parties, or any liability incurred directly or indirectly inrespect thereof;     (iv) settle or compromise any First Priority Claim or any other liability of anyObligor or any security therefor or any liability incurred directly or indirectly in respectthereof 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 anyObligor or any security or any other Person, elect any remedy and otherwise deal freely withthe Obligors and the Collateral and any security or any liability of any Obligor to theholders of First Priority Claims or any liability incurred directly or indirectly in respectthereof.     (c) Without in any way limiting the generality of the foregoing paragraph (a) (but subject tothe rights of the Obligors under the Second Priority Documents), the Second Priority SecuredParties and any of them, may, to the fullest extent permitted under applicable law but subject tothe terms of this Agreement (including, without limitation, Section 5.3 hereof), at anytime 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 orreleasing the lien priorities and other benefits provided in this Agreement (even if any right ofsubrogation or other right or remedy of any Third Priority Secured Party is affected, impaired orextinguished thereby) do any one or more of the following:     (i) change the manner, place or terms of payment or change or extend the time ofpayment of, or renew, exchange, amend, increase or alter, the terms of any of the SecondPriority Claims or any Second Priority Lien or guaranty thereof or any liability of theObligors, or any liability incurred directly or indirectly in respect thereof (including anyincrease in or extension of the Second Priority Claims), without any restriction as to theamount, 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 SecondPriority Claims, the Second Priority Claims or any of the Second Priority Documents;     (ii) sell, exchange, release, surrender, realize upon, enforce or otherwise deal within 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 orindirectly in respect thereof;     (iii) settle or compromise any Second Priority Claim or any other liability of anyObligor or any security therefor or any liability incurred directly or indirectly in respectthereof 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 anyObligor or any security or any other Person, elect any remedy and otherwise deal freely withthe Obligors and the Collateral and any security or any liability of any Obligor to theholders of Second Priority Claims or any liability incurred directly or indirectly inrespect thereof.     (d) Each of the Second Priority Collateral Agent, the Third Priority Collateral Agent, the2010 Trustee, on behalf of itself and the other Second Priority Secured Parties, and the 2015Trustee and each Additional Third Priority Representative, on behalf of themselves and the otherThird 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, tothe fullest extent permitted under applicable law, hereby waives any claim against any FirstPriority Secured Party, arising out of any action which such holders of First Priority Claims maytake or permit or omit to take with respect to the foreclosure upon, or sale, liquidation or otherdisposition of, the Collateral. Each of the Second Priority Collateral Agent, the Third PriorityCollateral Agent, the 2010 Trustee, on behalf of itself and the other Second Priority SecuredParties, and the 2015 Trustee and each Additional Third Priority Representative, on behalf ofthemselves and the other Third Priority Secured Parties, agrees that none of the First PriorityCollateral Agent, the Lender Agent or any other First Priority Secured Party shall have any duty tothem, express or implied, fiduciary or otherwise, in respect of the maintenance or preservation ofthe Collateral, the First Priority Claims or otherwise.     (e) Each of the Third Priority Collateral Agent, the 2015 Trustee and each Additional ThirdPriority Representative, on behalf of themselves and the other Third Priority Secured Parties, alsoagrees, to the fullest extent permitted under applicable law, that no Second Priority Secured Partyshall have any liability to any of them, and each of them, to the fullest extent permitted underapplicable law, hereby waives any claim against any Second Priority Secured Party, arising out ofany action which such holders of Second Priority Claims may take or permit or omit to take withrespect 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 PriorityRepresentative, on behalf of themselves and the other Third Priority Secured Parties, agrees thatnone of the Second Priority Collateral Agent, the 2010 Trustee or any other Second Priority SecuredParty shall have any duty to them, express or implied, fiduciary or otherwise, in respect of themaintenance or preservation of the Collateral, the Second Priority Claims or otherwise.     (f) Except to the extent otherwise expressly provided herein, each of the Second PriorityCollateral Agent, the Third Priority Collateral Agent, the 2010 Trustee, on behalf of itself andthe 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 SecuredParties, agrees not to assert and hereby waives, to the fullest extent permitted by law, any rightto 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 orany other similar right a junior secured creditor may have under applicable law.     7.4 Obligations Unconditional. All rights, interests, agreements and obligations ofthe First Priority Secured Parties, the Second Priority Secured Parties and the Third PrioritySecured Parties hereunder shall remain in full force and effect irrespective of:     (a) any lack of validity or enforceability of any First Priority Document, Second PriorityDocument 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 FirstPriority Claim, Second Priority Claim or Third Priority Claim, or any amendment or waiver or othermodification, including any increase in the amount thereof, whether by course of conduct orotherwise, of the terms of the First Priority Documents, the Second Priority Documents or the ThirdPriority Documents;     (c) any exchange of any security interest in any Collateral or any other collateral, or anyamendment, 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 guaranteethereof;     (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 adischarge of, any Obligor in respect of the First Priority Claims, Second Priority Claims or ThirdPriority Claims or of any First Priority Secured Party, Second Priority Secured Party or ThirdPriority Secured Party in respect of this Agreement.     Section 8. Miscellaneous.     8.1 Conflicts. In the event of any conflict between the provisions of this Agreementand the provisions of the First Priority Documents, the Second Priority Documents and the ThirdPriority Documents, the provisions of this Agreement shall govern and control.     8.2 Continuing Nature of this Agreement. This Agreement shall continue to beeffective until both the Discharge of First Priority Claims and the Discharge of Second PriorityClaims shall have occurred. This is a continuing agreement of lien priority. Each of the SecondPriority Collateral Agent, the Third Priority Collateral Agent, the 2010 Trustee, on behalf ofitself and the other Second Priority Secured Parties, and the 2015 Trustee and each AdditionalThird Priority Representative, on behalf of themselves and the other Third Priority SecuredParties, hereby irrevocably, absolutely, and unconditionally waives any right it may have underapplicable 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 ofthis Agreement shall be deemed to be made unless the same shall be in writing signed by the FirstPriority Collateral Agent, the Second Priority Collateral Agent, the Third Priority CollateralAgent, the Lender Agent, the 2010 Trustee, the 2015 Trustee and each and each Additional ThirdPriority Representative and, subject to the immediately following sentence, each Obligor and eachwaiver, if any, shall be a waiver only with respect to the specific instance involved and shall inno way impair the rights of the parties making such waiver or the obligations of the other partiesto such party in any other respect or at any other time. Notwithstanding the foregoing, no Obligorshall have any right to consent to or approve any amendment, modification or waiver of anyprovision of this Agreement except to the extent its rights are directly affected (which includesany amendment to such Obligor’s ability to cause additional obligations to constitute FirstPriority 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 theThird Priority Secured Parties, as separate groups of secured creditors shall be responsible forkeeping themselves informed of (i) the financial condition of the Obligors and their Subsidiariesand all endorsers and/or guarantors of the First Priority Claims, the Second Priority Claims or theThird Priority Claims and (ii) all other circumstances bearing upon the risk of nonpayment of theFirst 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 PrioritySecured Party shall have any duty to advise the Second Priority Collateral Agent, the ThirdPriority Collateral Agent, any Trustee, and Additional Third Priority Representative, any otherSecond Priority Secured Party or any other Third Priority Secured Party of information known to itor them regarding such condition or any such circumstance or otherwise. In the event the FirstPriority Collateral Agent or the Lender Agent or any other First Priority Secured Party undertakesat any time or from time to time to provide any such information to any Second Priority SecuredParty or Third Priority Secured Party, it or they shall be under no obligation (i) to provide anyadditional information or to provide any such information on any subsequent occasion, (ii) toundertake any investigation or (iii) to disclose any information which, pursuant to accepted orreasonable commercial finance practices, such party wishes to maintain confidential.     (c) None of the Second Priority Collateral Agent, the 2010 Trustee nor any other SecondPriority Secured Party shall have any duty to advise the Third Priority Collateral Agent, the 2015Trustee, any Additional Third Priority Representative or any other Third Priority Secured Party ofinformation known to it or them regarding such condition or any such circumstance or otherwise. Inthe event the Second Priority Collateral Agent or the 2010 Trustee or any other Second PrioritySecured Party undertakes at any time or from time to time to provide any such information to anyThird Priority Secured Party, it or they shall be under no obligation (i) to provide any additionalinformation or to provide any such information on any subsequent occasion, (ii) to undertake anyinvestigation or (iii) to disclose any information
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which, pursuant to accepted or reasonable commercial finance practices, such party wishes tomaintain confidential.     8.5 Certain Successors. Each successor First Priority Collateral Agent, SecondPriority Collateral Agent, Third Priority Collateral Agent, Trustee and each Additional ThirdPriority Representative, shall execute and deliver a counterpart of and become a party to thisAgreement (but the failure to execute such counterpart shall not diminish such Person’s obligationsunder this Agreement).     8.6 Application of Payments. All payments received by the holders of First PriorityClaims may be applied, reversed and reapplied, in whole or in part, to such part of the FirstPriority Claims as the holders of First Priority Claims, in their sole discretion, deemappropriate. Following the Discharge of First Priority Claims and until the Discharge of SecondPriority Claims has occurred, all payments received by the holders of Second Priority Claims may beapplied, reversed and reapplied, in whole or in part, to such part of the Second Priority Claims asthe holders of Second Priority Claims, in their sole discretion, deem appropriate.     8.7 Marshalling of Assets. Each of the Second Priority Collateral Agent, the ThirdPriority Collateral Agent, the 2010 Trustee, on behalf of itself and the other Second PrioritySecured Parties, and the 2015 Trustee any Additional Third Priority Representative, on behalf ofthemselves and the other Third Priority Secured Parties, hereby irrevocably, absolutely, andunconditionally waives any and all rights or powers any Second Priority Secured Party or ThirdPriority Secured Party, as the case may be, may have at any time under applicable law or otherwiseto have the Collateral, or any part thereof, marshaled upon any foreclosure or other enforcement ofthe First Priority Liens or the Second Priority Liens.     8.8 No Purchase Option in Favor of Second Priority Secured Parties or Third PrioritySecured 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 PriorityCollateral Agent, the Lender Agent or the other First Priority Secured Parties in and to theCollateral), nothing herein is intended to grant the Second Priority Secured Parties or ThirdPriority Secured Parties the option to purchase the aggregate amount (or any other portion) of theoutstanding First Priority Claims, whether at par or at any other price or under any other terms orconditions. Without in any manner limiting the other provisions of this Agreement (including as tothe enforcement of the rights, powers, and/or remedies of the Second Priority Collateral Agent, the2010 Trustee or the other Second Priority Secured Parties in and to the Collateral following theDischarge of First Priority Claims), nothing herein is intended to grant the Third Priority SecuredParties the option to purchase the aggregate amount (or any other portion) of outstanding SecondPriority 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 requiredunder this Agreement may be sent to the Lender Agent (with a copy to the First Priority CollateralAgent). All notices to the Second Priority Secured Parties permitted or required under thisAgreement 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 besent 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 permittedor required under this Agreement may be sent to the Borrowers. Unless otherwise specificallyprovided herein, any notice or other communication herein required or permitted to be given shallbe in writing and may be personally served, telecopied, electronically mailed or sent by courierservice or U.S. mail and shall be deemed to have been given when delivered in person or by courierservice, upon receipt of a telecopy or electronic mail or four Business Days after deposit in theU.S. mail (registered or certified, with postage prepaid and properly addressed). For the purposeshereof, the addresses of the parties hereto shall be as set forth below each party’s name on thesignature pages hereto, or, as to each party, at such other address as may be designated by suchparty 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 otherFirst Priority Secured Parties, the 2010 Trustee, on behalf of itself and the other Second PrioritySecured Parties, the 2015 Trustee and each Additional Third Priority Representative, on behalf ofthemselves and the other Third Priority Secured Parties, and each Obligors, agrees that each ofthem shall take such further action and shall execute and deliver such additional documents andinstruments (in recordable form, if requested) as any other party may reasonably request to effectthe terms of this Agreement (including, in the case of the Lender Agent, 2010 Trustee, 2015 Trusteeor any other Additional Third Priority Representative, to direct the First Priority CollateralAgent, Second Priority Collateral Agent, and Third Priority Collateral Agent to do the same). Eachof ResCap and the Borrowers shall cause each of its Subsidiaries that becomes an Obligor to executeand 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 ANDGOVERNED BY THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO CONFLICTS OF LAWS PRINCIPLES (BUTWITH REFERENCE TO SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW, WHICH BY ITS TERMSAPPLIES TO THIS AGREEMENT.     8.12 Binding on Successors and Assigns; No Third Party Beneficiaries. This Agreementshall be binding upon and inure to the benefit of the First Priority Collateral Agent, the LenderAgent, the other First Priority Secured Parties (including to the benefit of any successors to theFirst 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 PrioritySecured Parties, and their respective successors and assigns. No other Person shall have or beentitled to assert rights or benefits hereunder. This Agreement shall be binding upon the Obligorsand their successors and assigns; provided that no Obligor or any successor or assignthereof shall be entitled to enforce any provision of this Agreement (other than any provisionhereof expressly preserving any right of any Obligor under any First Priority Document, SecondPriority Document or Third Priority Document).     8.13 Specific Performance. Each of the First Priority Collateral Agent, the SecondPriority Collateral Agent, the Third Priority Collateral Agent, the Lender Agent, the Trustees andthe 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 otherSecond 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 theother Third Priority Secured Parties, hereby irrevocably waives any defense based on the adequacyof a remedy at law and any other defense which might be asserted to bar the remedy of specificperformance in any action which may be brought by the First Priority Collateral Agent, the LenderAgent or any other First Priority Secured Party (other than the defense that the obligation forwhich 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 PriorityRepresentative, on behalf of themselves and the other Third Priority Secured Parties, herebyirrevocably waives any defense based on the adequacy of a remedy at law and any other defense whichmight be asserted to bar the remedy of specific performance in any action which may be brought bythe 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, inseeking specific performance in any Insolvency Proceeding, the First Priority Collateral Agent andthe Lender Agent may seek such relief as if it were the “holder” of the claims of the SecondPriority Secured Parties and the Third Priority Secured Parties under Section 1126(a) of theBankruptcy Code or otherwise had been granted an irrevocable power of attorney by the SecondPriority Secured Parties and Third Priority Secured Parties. Following the Discharge of FirstPriority Claims and until the Discharge of Second Priority Claims has occurred, without limitingthe generality of the foregoing or of the other provisions of this Agreement, in seeking specificperformance in any Insolvency Proceeding, the Second Priority Collateral Agent and the 2010 Trusteemay seek such relief as if it were the “holder” of the claims of the Third Priority Secured Partiesunder Section 1126(a) of the Bankruptcy Code or otherwise had been granted an irrevocable power ofattorney by the Third Priority Secured Parties.     8.14 Section Titles; Time Periods. The section titles contained in this Agreement areand shall be without substantive meaning or content of any kind whatsoever and are not a part ofthis Agreement.     8.15 Counterparts. This Agreement may be executed in one or more counterparts, eachof 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 orelectronic transmission shall be effective as delivery of a manually executed counterpart of thisAgreement.     8.16 Authorization. By its signature, each Person executing this Agreement on behalfof a party hereto represents and warrants to the other parties hereto that it is duly authorized toexecute this Agreement.     8.17 Effectiveness. This Agreement shall become effective when executed and deliveredby the parties listed below. This Agreement shall be effective both before and after thecommencement of any Insolvency Proceeding. Consistent with, but not in limitation of, thepreceding sentence, each of the First Priority Collateral Agent, the Second Priority CollateralAgent, the Third Priority Collateral Agent, the Lender Agent (on behalf of itself and the otherFirst Priority Secured Parties), the 2010 Trustee (on behalf of itself and the other SecondPriority 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
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that this Agreement constitutes a “subordination agreement” within the meaning of both NewYork law and Section 510(a) of the Bankruptcy Code. All references to any Obligor shall includeany Obligor as debtor and debtor-in-possession and any receiver or trustee for such Obligor (as thecase may be) in any Insolvency Proceeding.     8.18 Provisions Solely to Define Relative Rights. The provisions of this Agreementare and are intended solely for the purpose of defining the relative rights of the First PrioritySecured Parties, the Second Priority Secured Parties and the Third Priority Secured Parties asseparate groups of secured creditors. None of the Borrowers, any other Obligor (including anyGuarantor) or any other creditor thereof shall have any right hereunder. Nothing in this Agreementis intended to or shall impair the obligations of either Borrower or any other Obligor, which areabsolute and unconditional, to pay the First Priority Claims, the Second Priority Claims and theThird Priority Claims as and when the same shall become due and payable in accordance with theirterms.     8.19 Compliance with Trust Indenture Act. Nothing contained herein shall impair theability of either Trustee or any Additional Third Priority Representative to take any actionnecessary to comply with any obligation imposed by applicable law, including the Trust IndentureAct.     8.20 Exclusive Means of Exercising Rights under this Agreement. The First PrioritySecured Parties shall be deemed to have irrevocably appointed the Lender Agent as their exclusiveagent hereunder. The 2010 Noteholders shall be deemed to have irrevocably appointed the 2010Trustee as their exclusive agent hereunder. The 2015 Noteholders shall be deemed to haveirrevocably appointed the 2015 Trustee as their exclusive agent hereunder. The holders ofIndebtedness under any Additional Pari Passu Third Priority Agreement shall be deemed to haveirrevocably appointed its designated Additional Third Priority Representative as their exclusiveagent hereunder. Consistent with such appointment, (a) the First Priority Secured Parties furthershall be deemed to have agreed that only the Lender Agent (and not any individual claimholder orgroup of claimholders) as agent for the First Priority Secured Parties, or any of the LenderAgent’s agents (including the First Priority Collateral Agent) shall have the right on their behalfto 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 toobligations in respect of hedging agreements may exercise customary netting rights with respectthereto, (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 Partymay act against such cash collateral, and (iii) First Priority Secured Parties may exercisecustomary rights of setoff against depository or other accounts maintained with them; (b) theSecond 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 PrioritySecured Parties, or any of the 2010 Trustee’s agents (including the Second Priority CollateralAgent) shall have the right on their behalf to exercise any rights, powers, and/or remedies underor in connection with this Agreement (including bringing any action to interpret or otherwiseenforce the provisions of this Agreement); (c) the 2015 Noteholders further shall be deemed to haveagreed that only the 2015 Trustee (and not any individual claimholder or group of claimholders), asthe 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 theirbehalf 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 PriorityAgreement further shall be deemed to have agreed that only the Additional Third PriorityRepresentative thereof (and not any individual claimholder or group of claimholders), as the agentfor such holders, or any of the 2015 Trustee’s agents (including the Third Priority CollateralAgent) shall have the right on their behalf to exercise any rights, powers, and/or remedies underor in connection with this Agreement (including bringing any action to interpret or otherwiseenforce the provisions of this Agreement). Specifically, but without limiting the generality ofthe foregoing, each First Priority Secured Party or group of First Priority Secured Parties, eachSecond Priority Secured Party or group of Second Priority Secured Parties, and each Third PrioritySecured 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 orotherwise), any action, judicial or otherwise, to enforce any right or power or pursue any remedyunder this Agreement (including any declaratory judgment or other action to interpret or otherwiseenforce the provisions of this Agreement), except solely as provided in the *proviso*in theimmediately 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 beentitled to continue, including to continue to perform his, her or its rights, obligations andduties, 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 CollateralAgent 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 Personserving as First Priority Collateral Agent or Collateral Control Agent shall be entitled tocontinue to so serve in such capacity (including to continue to perform any of such First PriorityCollateral Agent’s or Collateral Control Agent’s rights, obligations, and/or duties) even if anysuch Person has resigned as the Second Priority Collateral Agent and/or Third Priority CollateralAgent and/or Additional Third Priority Representative, but such resignation has not becomeeffective for any reason, including because a successor Second Priority Collateral Agent or ThirdPriority Collateral Agent or Additional Third Priority Representative, as the case may be, has notbeen appointed or has accepted such appointment, without any liability to any of the 2010 Trusteeand the 2010 Noteholders or to any of the 2015 Trustee, any Additional Third PriorityRepresentative and the Third Priority Secured Parties, as the case may be, by virtue of any suchresignation and any of the circumstances relating in any manner whatsoever to such resignation.     8.22 Interpretation. This Agreement is a product of negotiations amongrepresentatives of, and has been reviewed by counsel to, each of the First Priority CollateralAgent, 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 productof those Persons on behalf of themselves and the First Priority Secured Parties (in the case of theLender Agent), the Second Priority Secured Parties (in the case of the 2010 Trustee) and the ThirdPriority Secured Parties (in the case of the 2015 Trustee and each Additional Third PriorityRepresentative). 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 thatparty or other Person’s involvement, or lack of involvement, in the preparation of this Agreementand of any of its specific provisions.     8.23 Forum Selection and Consent to Jurisdiction. ANY LITIGATION BASED HEREON, ORARISING OUT OF, UNDER, OR IN CONNECTION WITH, THIS AGREEMENT, OR ANY COURSE OF CONDUCT, COURSE OFDEALING, STATEMENTS (WHETHER ORAL OR WRITTEN) OR ACTIONS OF ANY PARTY HERETO RELATING THERETO SHALLBE BROUGHT AND MAINTAINED EXCLUSIVELY (TO THE EXTENT PERMITTED UNDER APPLICABLE LAW) IN THE COURTSOF THE STATE OF NEW YORK LOCATED IN NEW YORK COUNTY, OR IN THE UNITED STATES DISTRICT COURT FOR THESOUTHERN DISTRICT OF NEW YORK. EACH OF THE PARTIES HERETO HEREBY EXPRESSLY AND IRREVOCABLY SUBMITSTO THE JURISDICTION OF THE COURTS OF THE STATE OF NEW YORK LOCATED IN NEW YORK COUNTY, AND OF THEUNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW YORK FOR THE PURPOSE OF ANY SUCHLITIGATION AS SET FORTH ABOVE AND IRREVOCABLY AGREES TO BE BOUND BY ANY JUDGMENT RENDERED THEREBYIN CONNECTION WITH SUCH LITIGATION. EACH OF THE PARTIES HERETO IRREVOCABLY CONSENTS TO THESERVICE OF PROCESS BY REGISTERED MAIL, POSTAGE PREPAID, OR BY PERSONAL SERVICE WITHIN OR WITHOUTTHE STATE OF NEW YORK. EACH OF THE PARTIES HERETO HEREBY EXPRESSLY AND IRREVOCABLY WAIVES, TO THEFULLEST EXTENT PERMITTED BY LAW, ANY OBJECTION WHICH IT MAY HAVE OR HEREAFTER MAY HAVE TO THELAYING OF VENUE OF ANY SUCH LITIGATION BROUGHT IN ANY SUCH COURT REFERRED TO ABOVE AND ANY CLAIMTHAT ANY SUCH LITIGATION HAS BEEN BROUGHT IN AN INCONVENIENT FORUM. EACH PARTY HEREBY REPRESENTSAND WARRANTS THAT IT HAS NO RIGHT TO IMMUNITY FROM THE SERVICE OF PROCESS OR JURISDICTION OR ANYJUDICIAL PROCEEDINGS OF ANY COMPETENT COURT OR FROM EXECUTION OF ANY JUDGMENT OR FROM THE EXECUTIONOR ENFORCEMENT THEREIN OF ANY ARBITRATION DECISION IN RESPECT OF ANY SUIT, ACTION, PROCEEDING ORANY OTHER MATTER ARISING OUT OF OR RELATING TO ITS OBLIGATIONS UNDER THIS AGREEMENT OR THETRANSACTIONS CONTEMPLATED HEREBY, AND TO THE EXTENT THAT ANY PARTY HERETO IS OR BECOMES ENTITLED TOANY SUCH IMMUNITY WITH RESPECT TO THE SERVICE OF PROCESS OR JURISDICTION OR ANY JUDICIALPROCEEDINGS OF ANY COMPETENT COURT, AND TO THE EXTENT PERMITTED BY LAW, IT DOES HEREBY AND WILLIRREVOCABLY AND UNCONDITIONALLY AGREE NOT TO PLEAD OR CLAIM ANY SUCH IMMUNITY WITH RESPECT TO ITSOBLIGATIONS OR ANY OTHER MATTER UNDER OR ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THETRANSACTIONS CONTEMPLATED HEREBY.     8.24 Waiver of Jury Trial. THE PARTIES HERETO HEREBY KNOWINGLY, VOLUNTARILY ANDINTENTIONALLY WAIVE ANY RIGHTS THEY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION BASEDHEREON, 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 ANDAGREES 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 firstwritten above.      First Priority Collateral Agent: