below) as security for payment and performance of the First Priority Obligations (as definedbelow); and     WHEREAS, the Credit Parties and the Parent have granted to the Second Priority Representativejunior liens and security interests in the Common Collateral as security for payment andperformance of the Second Priority Obligations (as defined below); and     WHEREAS, the Second Priority Loans are being made as part of a refinancing of previous secondpriority obligations and the First Priority Representative, the Borrower, the Prior Parent, theGuarantors and JPMorgan Chase Bank, N.A., as administrative and collateral agent for such priorsecond priority obligations, are parties to the Amended and Restated Intercreditor Agreement datedas of April 13, 2007 (the “**Prior Intercreditor Agreement**”); and     WHEREAS, the Second Priority Loans are a “Permitted Financing”, as that term is defined in thePrior Intercreditor Agreement.; and     WHEREAS, this Agreement shall constitute an amendment, restatement and replacement of thePrior Intercreditor Agreement which, following the Effectiveness of this Agreement, shall no longerhave any force or effect; and     WHEREAS, the obligations of the First Priority Secured Parties and the Second Priority SecuredParties to continue to make loans and other financial accommodations to the Borrower under theExisting First Priority Agreement and to make loans and other financial accommodations to theBorrower under the New Second Priority Agreement are subject to the conditions, among others, thatthe First Priority Representative, the Second Priority Representative, the Parent and the CreditParties execute and deliver this Agreement (i) to replace the Prior Intercreditor Agreement in itsentirety, (ii) to set forth the relative priorities of the interests of the First Priority SecuredParties and the Second Priority Secured Parties in the Common Collateral, (iii) to provide for theorderly realization, collection, liquidation and disposition of the Common Collateral and (iv) toagree upon various matters related thereto;     NOW THEREFORE, in consideration of the foregoing and the mutual covenants herein contained andother good and valuable consideration, the existence and sufficiency of which is expresslyrecognized by all of the parties hereto, the parties agree as follows:  **SECTION 1.***Definitions*.     1.1 Defined Terms. The following terms, as used herein, have the following meanings:     “**Additional First Priority Agreement**” means any agreement approved for designation as such bythe First Priority Representative and the Second Priority Representative (at the direction of theSecond Priority Required Lenders).     “**Additional Second Priority Agreement**” means any agreement approved for designation as such bythe First Priority Representative and the Second Priority Representative (at the direction of theSecond Priority Required Lenders).
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     “**Adequate Protection Lien**” has the meaning set forth in Section 5.2(a).     “**Allowable Dividends**” shall mean the dividends and/or distributions allowed pursuant toSection 6.5 of the Existing First Priority Agreement as in effect as of the date hereof.     “**Applicable Library Percentage**” shall be as defined in the Existing First Priority Agreementas in effect as of the date hereof or as amended with the consent of the Second Priority RequiredLenders.     “**Bankruptcy Code**” means the United States Bankruptcy Code (11 U.S.C. §101 et seq.), as amendedfrom time to time.     “**Borrower**” has the meaning set forth in the introductory paragraph hereof.     “**Borrowing Base**” shall be as defined in the Existing First Priority Agreement as in effect onthe date hereof.     “**Business Day**” means any day other than a Saturday, Sunday or other day on which banks arerequired or permitted to close in the State of New York.     “**Cap Amount**” means as of any date of determination $525 million plus an amount not in excessof $52.5 million in the aggregate advanced in the context of a workout and/or adebtor-in-possession financing, less an amount equal to the sum, without duplication, of (i) theaggregate amount of all principal payments and prepayments of the Term Loans under the ExistingFirst Priority Agreement as in effect on the date hereof (other than any principal payments made onaccount or as a result of a Permitted First Lien Refinancing), (ii) the amount of all Proceeds ofCommon Collateral received after the date hereof by the First Priority Representative, whichpursuant to the provisions of Section 2.10(f) of the Existing First Priority Agreement as in effecton the date hereof, are to be applied to pay First Priority Obligations and which are not soapplied and (iii) the aggregate amount of all permanent reductions of the Revolving CreditCommitments (as such term (or any term comparable to such term) is defined in the Existing FirstPriority Agreement) other than a reduction on account of or as a result of a Permitted First LienRefinancing.     “**Cash Management Obligations**” means, with respect to any Credit Party, any obligations of suchCredit Party for fees or reimbursement of overdrafts that are owed to the First PriorityRepresentative (or any of its affiliates) or to a First Priority Lender (or any of its affiliates)in respect of treasury management arrangements, depositary or other cash management services.     “**Closing Date**” is as defined in the New Second Priority Agreement.     “**Common Collateral**” means all assets that are both First Priority Collateral and SecondPriority Collateral at the time of determination.     “**Credit Parties**” has the meaning set forth in the introductory paragraph hereof.     “**DIP Financing**” has the meaning set forth in Section 5.2(a).
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     “**Distribution**” means, with respect to any indebtedness or obligation of a Person, (a) anypayment or distribution by such Person of cash, securities, or other property, by set-off orotherwise, on account of such indebtedness or obligation or (b) any redemption, purchase, or otheracquisition of such indebtedness or obligation by such Person.     “**Eligible Library Amount**” shall be as defined in the Existing First Priority Agreement as ineffect as of the date hereof.     “**Enforcement Action**” or “Exercise of Secured Creditor Remedies” means, with respect to theFirst Priority Obligations or the Second Priority Obligations, the exercise of any rights andremedies provided to a secured creditor with respect to any Common Collateral or Proceeds of CommonCollateral securing such obligations or the commencement or prosecution of enforcement of any ofthe rights and remedies under, as applicable, the First Priority Documents or the Second PriorityDocuments or any law applicable to the exercise of rights or remedies with respect to any CommonCollateral, including without limitation, the exercise of any rights or remedies of a securedcreditor with respect to the Common Collateral or Proceeds of Common Collateral under the UniformCommercial Code of any applicable jurisdiction or under the Bankruptcy Code, or taking of anyaction to initiate the dissolution, winding-up, liquidation or reorganization of a Credit Party(whether voluntary or involuntary, whether in bankruptcy, insolvency or receivership proceedings,or for the assignment for the benefit of creditors or proceedings for voluntary or involuntaryliquidation, dissolution or other winding-up of a Credit Party, whether or not involving insolvencyor bankruptcy or any marshalling of the assets and liabilities of a Credit Party).     “**Equity Interests**” shall be as defined in the Existing First Priority Agreement as in effectas of the date hereof.     “**Existing First Priority Agreement**” has the meaning set forth in the first WHEREAS clause ofthis Agreement.     “**First Priority Agreement**” means, collectively, (i) the Existing First Priority Agreement,(ii) any Additional First Priority Agreement, so long as any such Additional First PriorityAgreement is not inconsistent with or in violation of any of the terms of this Agreement, and (iii)any other credit agreement, loan agreement, note agreement, promissory note, indenture or otheragreement or instrument evidencing or governing the terms of any indebtedness or other financialaccommodation that has been incurred in connection with a Permitted First Lien Refinancing toextend, renew, restructure, replace, refinance or refund in whole or in part the indebtedness andother obligations outstanding under the Existing First Priority Agreement, any Additional FirstPriority Agreement or any other agreement or instrument referred to in this clause (iii), unlesssuch agreement or instrument expressly provides that it is not intended to be and is not a FirstPriority Agreement hereunder, so long as any such credit agreement, loan agreement, note agreement,promissory note, indenture or other agreement or instrument is not materially inconsistent with theterms of this Agreement or in violation of any of the terms of this Agreement.     “**First Priority Collateral**” means all assets, whether now owned or hereafter acquired by anyCredit Party, in which a Lien is granted or purported to be granted to any First Priority
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Secured Party as security for any First Priority Obligation pursuant to a First PrioritySecurity Document.     “**First Priority Creditors**” means the “Lenders” as defined in the First Priority Agreement, orany Persons that are designated under the First Priority Agreement as the “First PriorityCreditors” for purposes of this Agreement and notice of which designation is given in writing tothe Second Priority Representative promptly after such designation.     “**First Priority Default**” shall mean an “Event of Default” as that term is defined in the FirstPriority Agreement.     “**First Priority Documents**” means the First Priority Agreement, each First Priority SecurityDocument and each First Priority Guarantee.     “**First Priority Guarantee**” means any guarantee by any Credit Party of any or all of the FirstPriority Obligations.     “**First Priority Lenders**” has the meaning set forth in the first WHEREAS clause of thisAgreement.     “**First Priority Lien**” means any Lien created by the First Priority Security Documents.     “**First Priority Majority Lenders**” means the “Required Lenders”, as such term is defined in theExisting First Priority Agreement as in effect as of the date hereof.     “**First Priority Obligations**” means the sum, without duplication, of the following: (i) theoutstanding principal amount of all loans made pursuant to the First Priority Agreement to theextent it does not exceed the Cap Amount plus amounts added to the principal amount of such loansas a result of capitalizing other First Priority Obligations not paid in cash, (ii) all interest(including without limitation any Post-Petition Interest) and premium (if any) on all loans madepursuant to the First Priority Agreement, (iii) all L/C Exposure (as defined in the First PriorityAgreement in existence on the date hereof) and other reimbursement obligations (if any) andinterest thereon (including, without limitation, any post-petition interest) with respect to anyletter of credit or similar instrument issued pursuant to the First Priority Agreement, (iv) allobligations of any Credit Party in respect of any Swap Agreement, which such Credit Party may enterinto from time to time with any Person who was either a First Priority Secured Party (or anaffiliate of a First Priority Secured Party) or any other Person who issued a Swap Agreement to theBorrower, in either case, under which the amounts payable constitute “Obligations” under theExisting First Priority Agreement, (v) all Cash Management Obligations and (vi) all guaranteeobligations, fees, charges, expenses, indemnities, reasonable attorney’s fees and other amounts dueand payable from time to time pursuant to the First Priority Documents, in each case whether director indirect, absolute or contingent, joint or several, primary or secondary and whether or notallowed or allowable in an Insolvency Proceeding; provided, that First Priority Obligations shallalso include any other obligations that the Second Priority Required Lenders agree shall constitute“First Priority Obligations” hereunder in accordance with the applicable provisions of the NewSecond Priority Agreement or any comparable provision of any Additional Second Priority Agreement.
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     “**First Priority Obligations Payment Date**” means the first date on which (i) the outstandingFirst Priority Obligations (other than Unasserted Contingent Obligations and those obligationsdescribed in clauses (iii) and (iv) of this definition) have been paid in cash in full (or securedor reserved for in another manner reasonably acceptable to the First Priority Representative), (ii)all commitments to extend credit under the First Priority Documents have expired or beenterminated, (iii) all First Priority Obligations then due and outstanding at the time of theoccurrence of clause (i) above or which can be reasonably quantified at such time in respect of allSwap Agreements have been paid in full or the Credit Parties shall have entered into such otherarrangements reasonably acceptable to the counterparties of such Swap Agreements to provide cashcollateral or other reasonably acceptable security for such First Priority Obligations in respectof such Swap Agreements, and (iv) all Cash Management Obligations then due and outstanding at thetime of the occurrence of clause (i) above or which can be reasonably quantified at such time havebeen paid in full or otherwise cash collateralized or secured in a manner reasonably acceptable tothe First Priority Representative or the Credit Parties have entered into such other arrangementsreasonably acceptable to the obligees of such Cash Management Obligations.     “**First Priority Representative**” has the meaning set forth in the introductory paragraphhereof. In the case of any new First Priority Agreement that replaces a First Priority Agreementin accordance with the terms hereof or the First Priority Representative is changed pursuant to aFirst Priority Agreement, the First Priority Representative shall be such replacement or the Personidentified as such in such new Agreement.     “**First Priority Restricted Provisions**” means, collectively, (i) Allowable Dividends, (ii)Applicable Library Percentage, and (iii) Eligible Library Amount.     “**First Priority Secured Parties**” means the First Priority Representative, the First PriorityCreditors and any other holders of the First Priority Obligations.     “**First Priority Security Documents**” means the First Priority Agreement, the PledgeholderAgreements, the Copyright Security Agreement, each Copyright Security Agreement Supplement, if any,the Trademark Security Agreement, if any (in each case as defined in the Existing First PriorityAgreement), UCC financing statements, and any other security documentation delivered to the FirstPriority Representative granting or perfecting a lien on any property of any Credit Party to secureFirst Priority Obligations.     “**Insolvency Proceeding**” means any proceeding in respect of bankruptcy, insolvency, winding up,receivership, dissolution or assignment for the benefit of creditors, in each of the foregoingevents whether under the Bankruptcy Code or any similar federal, state or foreign bankruptcy,insolvency, reorganization, receivership or similar law.     “**Lien**” shall mean any mortgage, copyright mortgage, pledge, security interest, encumbrance,lien or charge of any kind whatsoever (including, without limitation, any conditional sale or othertitle retention agreement, any agreement to grant a security interest at a future date, any leasein the nature of security, and the filing of, or agreement to give, any financing statement underthe Uniform Commercial Code of any jurisdiction); provided,
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however, that this term shall not include contractual encumbrances which do not affordsecurity of the type described in this definition or the rights of a licensee as a licensee.     “**New Second Priority Agreement**” has the meaning set forth in the second WHEREAS clause of thisAgreement.     “**Notice of Intent to Exercise**” has the meaning set forth in Section 3.2.     “**Overadvance**” has the meaning set for in Section 3.1.     “**Parent**” has the meaning set forth in the introductory paragraph hereof.     “**Payoff Letter**” has the meaning set forth in Section 8.3(b).     “**Permitted First Lien Refinancing**” means a refinancing of the outstanding principal amount ofthe loans made under the First Priority Agreement, so long as (i) the Applicable Library Percentageis not increased in connection therewith to a percentage greater than 55% and any larger percentagetheretofore agreed by the Second Priority Required Lenders, (ii) the definition of Eligible LibraryAmount is not modified in a manner materially adverse to the interests of the Second PriorityLenders, (iii) the principal amount of the Loans under such refinancing shall not be increasedabove the Cap Amount then in effect and (iv) the final maturity thereof is not extended beyond thesixth anniversary of the Closing Date, in each case without the consent of the Second PriorityRequired Lenders.     “**Permitted Refinancing**” means a refinancing of the outstanding principal amount of the loansmade under the Second Priority Agreement, so long as (i) the terms of such refinancing do notprovide for an interest rate margin and/or fees such that the cash portion of the net effectiveinterest rate margin on the loans made under such refinancing facility (after taking into accountany prepayment premium payable under Section 2.9(a) of the New Second Priority Agreement) is morethan four percent (4.00%) per annum in cash pay above the interest rate margin which was applicableto the “Second Priority Loans” in existence immediately prior to the Closing Date (e.g., LIBOR plus4.00%), (ii) the principal amount of Second Priority Obligations is not increased above theprincipal amount thereof outstanding immediately prior to such refinancing except to the extentpermitted under the Existing First Priority Agreement or as the result of the payment of in kindinterest, (iii) the maturity of all or any portion of the Second Priority Obligations is notshortened as a result of such refinancing or replacement, (iv) the direct and contingent obligorstherefore are not changed as a result of such refinancing or replacement and (v) the relevantSecond Priority Document does not modify or add or make more restrictive or onerous any covenant orevent of default under the Second Priority Documents, in each case without the consent of the FirstPriority Majority Lenders.     **“Permitted Replacement Lien”**has the meaning set forth in Section 5.2(a).     “**Person**” means any person, individual, sole proprietorship, partnership, joint venture,corporation, limited liability company, unincorporated organization, association, institution,entity, party, including any government and any political subdivision, agency or instrumentalitythereof.
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     “**Post-Petition Interest**” means any interest, fees, expenses and other charges that pursuant tothe First Priority Agreement or the Second Priority Agreement, continue to accrue after thecommencement of any Insolvency Proceeding, to the extent such interest, fees, expenses and othercharges are allowed or allowable in any such Insolvency Proceeding.     “**Prior Intercreditor Agreement**” has the meaning set forth in the fifth WHEREAS clause of thisAgreement.     “**Prior Parent**” has the meaning set forth in the introductory paragraph hereof.     “**Proceeds**” means, without duplication, (i) any “proceeds” as defined in Article 9 of the UCC,with respect to the Common Collateral and (ii) the amount of any sale, exchange or other disposalof Common Collateral, whether voluntary or involuntary, net of all reasonable cash expenses of suchsale, exchange or other disposal.     **“Prohibited Plan Distribution”**has the meaning set forth in Section 5.11.     **“Reorganization Securities”**means any debt or equity securities which are distributed to theSecond Priority Lenders in an Insolvency Proceeding which are, as to any liens securing suchsecurities, subordinated to the liens securing the First Priority Obligations (or any debt orequity securities issued in substitution of all or any portion of the First Priority Obligations)on terms no less favorable to the First Priority Lenders than the terms hereof.     “**Revolving Credit Loans**” shall be as defined in the Existing First Priority Agreement as ineffect as of the date hereof.     “**Second Priority Agreement**” means, collectively, (i) the New Second Priority Agreement,(ii) any Additional Second Priority Agreement, so long as any such Additional Second PriorityAgreement is not materially inconsistent with the terms of this Agreement, or in violation of, anyof the terms of this Agreement, and (iii) any other credit agreement, loan agreement, noteagreement, promissory note, indenture, or other agreement or instrument evidencing or governing theterms of any indebtedness or other financial accommodation that has been incurred in connectionwith a Permitted Refinancing to extend, renew, restructure, replace, refinance or refund in wholeor in part the indebtedness and other obligations outstanding under the New Second PriorityAgreement, any Additional Second Priority Agreement or any other agreement or instrument referredto in this clause (iii) so long as any such credit agreement, loan agreement, note agreement,promissory note, indenture or other agreement or instrument is not materially inconsistent with theterms of this Agreement or in violation of any of the terms of this Agreement.     “**Second Priority Collateral**” means all assets, whether now owned or hereafter acquired by anyCredit Party, in which a Lien is granted or purported to be granted to any Second Priority SecuredParty as security for any Second Priority Obligation pursuant to a Second Priority SecurityDocument.     “**Second Priority Creditors**” means the Second Priority Representative and the “Lenders” asdefined in the Second Priority Agreement, or any Persons that are designated under the SecondPriority Agreement as the “Second Priority Creditors” for purposes of this
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Agreement and notice of which designation is given in writing to the First PriorityRepresentative promptly after such designation.     “**Second Priority Documents**” means the Second Priority Agreement, each Second Priority SecurityDocument and each Second Priority Guarantee.     “**Second Priority Guarantee**” means any guarantee by a Credit Party of any or all of the SecondPriority Obligations.     “**Second Priority Lenders**” has the meaning set forth in the second WHEREAS clause of thisAgreement.     “**Second Priority Lien**” means any Lien created by the Second Priority Security Documents.     “**Second Priority Loans**” has the meaning set forth in the second WHEREAS clause of thisAgreement.     “**Second Priority Obligations**” means (i) all principal of and interest (including withoutlimitation any Post-Petition Interest) and premium (if any) on the Second Priority Loans and(ii) all guarantee obligations, fees, expenses, indemnities, attorney’s fees, charges and otheramounts payable from time to time pursuant to the Second Priority Documents, in each case whetherdirect or indirect, absolute or contingent, joint or several, primary or secondary and whether ornot allowed or allowable in an Insolvency Proceeding; provided, the Second PriorityObligations shall also include any other obligations that the First Priority Representative agreesshall constitute “Second Priority Obligations” hereunder in accordance with the applicableprovisions of the Existing First Priority Agreement or any comparable provisions of any AdditionalFirst Priority Agreement. To the extent any payment with respect to any Second Priority Obligation(whether by or on behalf of any Credit Party, as proceeds of security, enforcement of any right ofsetoff or otherwise) is declared to be a fraudulent conveyance or a preference in any respect, setaside or required to be paid to a debtor in possession, any First Priority Secured Party, receiveror similar Person, then the obligation or part thereof originally intended to be satisfied shall,for the purposes of this Agreement and the rights and obligations of the First Priority SecuredParties and the Second Priority Secured Parties, be deemed to be reinstated and outstanding as ifsuch payment had not occurred.     “**Second Priority Representative**” has the meaning set forth in the introductory paragraphhereof. In the case of any Second Priority Agreement that replaces a Second Priority Agreement inaccordance with the terms hereof or the Second Priority Representative is changed pursuant to aSecond Priority Agreement, the Second Priority Representative shall be such replacement or thePerson identified as such in such new Agreement.     “**Second Priority Required Lenders**” shall mean the Second Priority Lenders holding more than50% of the outstanding Second Priority Loans     “**Second Priority Secured Parties**” means the Second Priority Representative, the SecondPriority Creditors and any other holders of the Second Priority Obligations.
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     “**Second Priority Security Documents**” means the Second Priority Agreement, the PledgeholderAgreements, the Copyright Security Agreement, the Copyright Security Agreement Supplement, theCopyright Security Agreement Supplement, if any, the Trademark Security Agreement, if any (in eachcase as defined in the New Second Priority Agreement), UCC financing statements and any othersecurity documentation delivered to the First Priority Representative or the Second PriorityRepresentative granting or perfecting a lien on any property of any Credit Party securing theSecond Priority Obligations.     “**Secured Parties**” means the First Priority Secured Parties and the Second Priority SecuredParties.     “**Standstill Notice**” means a written notice from First Priority Representative to SecondPriority Representative stating that it is a “Standstill Notice” and stating that a First PriorityDefault has occurred and is continuing or that it has received a Notice of Intent to Exercise.     “**Standstill Period**” means the period beginning on the date that a Standstill Notice isreceived by Second Priority Representative (but no earlier than 180 days subsequent to the end ofany preceding Standstill Period) through and including the first to occur of (a) the date uponwhich the First Priority Obligations Payment Date shall have occurred, (b) the date upon whichFirst Priority Representative shall have waived or acknowledged in writing the termination of theFirst Priority Default that gave rise to such Standstill Period, (c) the date that is 180consecutive days after the receipt of such Standstill Notice by Second Priority Representative or(d) the commencement of an Insolvency Proceeding.     “**Swap Agreement**” means, as the context so requires, an “Interest Rate Protection Agreement” ora “Currency Agreement”, each as defined in the Existing First Priority Agreement as in effect as ofthe date hereof.     “**Term Loans**” shall be as defined in the Existing First Priority Agreement as in effect as ofthe date hereof.     “**UCC**” means the Uniform Commercial Code as in effect from time to time in the State of NewYork.     “**Unasserted Contingent Obligations**” means, at any time, First Priority Obligations for taxes,costs, indemnifications, reimbursements, damages and other liabilities (excluding (i) the principalof, and interest and premium (if any) on, and fees and expenses relating to, any First PriorityObligation and (ii) contingent reimbursement obligations in respect of amounts that may be drawnunder outstanding letters of credit) in respect of which no assertion of liability (whether oral orwritten) and no claim or demand for payment (whether oral or written) has been made (and, in thecase of First Priority Obligations for indemnification, no notice for indemnification has beenissued by the indemnitee) at such time.     1.2 Amended Agreements. All references in this Agreement to agreements or othercontractual obligations shall, unless otherwise specified, be deemed to refer to such agreements orcontractual obligations as amended, supplemented, restated or otherwise modified from time to time,so long as any such amendment, supplement, restatement or modification is not
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materially inconsistent with the terms of this Agreement or in violation of any of the termsof this Agreement.  **SECTION 2.***Lien Priorities*.     2.1 Subordination of Liens. (a) Any and all Liens in respect of all or any of theCommon Collateral now existing or hereafter created or arising in favor of any Second PrioritySecured Party securing the Second Priority Obligations, regardless of how acquired, whether bygrant, statute, operation of law, subrogation or otherwise are expressly junior in priority,operation and effect to any and all Liens now existing or hereafter created or arising in favor ofthe First Priority Secured Parties securing the First Priority Obligations, notwithstanding (i)anything to the contrary contained in any agreement or filing to which any Second Priority SecuredParty may now or hereafter be a party, and regardless of the time, order or method of grant,attachment, recording or perfection of any financing statements or other security interests,assignments, pledges, deeds, mortgages and other liens, charges or encumbrances or any defect ordeficiency or alleged defect or deficiency in any of the foregoing, (ii) any provision of the UCCor any applicable law or any First Priority Document or Second Priority Document or any othercircumstance whatsoever and (iii) the fact that any such Liens in favor of any First PrioritySecured Party securing any of the First Priority Obligations are (x) subordinated to any Liensecuring any obligation of any Credit Party other than the Second Priority Obligations or (y)otherwise subordinated, voided, avoided, invalidated or lapsed.          (b) No First Priority Secured Party or Second Priority Secured Party shall object to orcontest, or support any other Person in contesting or objecting to, in any proceeding (includingwithout limitation, any Insolvency Proceeding), the validity, extent, perfection, priority orenforceability of any security interest in the Common Collateral granted to the other, and eachFirst Priority Secured Party and each Second Priority Secured Party hereby waives its right to doso.          (c) The Second Priority Representative on behalf of itself and the other Second PrioritySecured Parties waives, to the fullest extent permitted by law, any right to request marshalling ofassets.     2.2 Nature of First Priority Obligations. The Second Priority Representative onbehalf of itself and the other Second Priority Secured Parties acknowledges that a portion of FirstPriority Obligations is revolving in nature and that the amount of the Revolving Credit Loans thatmay be outstanding at any time or from time to time may be increased or reduced and subsequentlyreborrowed and that, subject to the terms hereof, the terms of the First Priority Obligations maybe modified, extended or amended from time to time, and that the aggregate amount of the FirstPriority Obligations (subject to the limitations contained in the definition thereof) may beincreased, replaced or refinanced, in each event, without notice to or consent by the SecondPriority Secured Parties and without affecting the provisions hereof so long as any suchmodification, extension or amendment does not violate the restrictions applicable to a PermittedFirst Lien Refinancing. Subject to the provisions of this Agreement (including but not limited tothe limitations contained in the definition of First Priority Obligations and those applicable to aPermitted First Lien Refinancing), the lien priorities provided in Section 2.1 shall not be alteredor otherwise affected by any such amendment, modification, supplement,
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extension, repayment, reborrowing, increase, replacement, renewal, restatement or refinancingof either the First Priority Obligations or the Second Priority Obligations, or any portionthereof.     2.3 Agreements Regarding Actions to Perfect Liens. (a) The Second PriorityRepresentative on behalf of itself and the other Second Priority Secured Parties agrees that(i) all UCC-1 financing statements, patent, trademark or copyright filings or other filings orrecordings filed or recorded by or on behalf of the Second Priority Representative shall be in formreasonably satisfactory to the First Priority Representative, (ii) all such perfection instrumentsfiled by the Second Priority Representative shall be substantially identical to, and shall be filedafter, those filed by the First Priority Representative and (iii) it shall provide the FirstPriority Representative with copies of any subsequent perfection instrument filed or recordedwithin five (5) Business Days of such filing or recordation.          (b) The Second Priority Representative agrees on behalf of itself and the other SecondPriority Secured Parties that all mortgages, deeds of trust, deeds and similar instruments(collectively, “**mortgages**”) now or thereafter filed against any tangible or intangible CommonCollateral in favor of or for the benefit of the Second Priority Representative shall be in formreasonably satisfactory to the First Priority Representative and shall contain the followingnotation: “The lien created by this mortgage on the property described herein is junior andsubordinate to the lien on such property created by any mortgage, deed of trust or similarinstrument now or hereafter granted to JPMorgan Chase Bank, N.A., as Administrative Agent forcertain First Priority Secured Parties, and its successors and assigns, in such property, inaccordance with the provisions of the Intercreditor Agreement dated as of June 23, 2008 amongJPMorgan Chase Bank, N.A., as First Priority Representative, JPMorgan Chase Bank**,**N.A., as SecondPriority Representative, and the Credit Parties referred to therein, as amended from time to time.”          (c) The First Priority Representative hereby acknowledges that, to the extent that it holds,or a third party holds on its behalf, physical possession of or “control” (as defined in theUniform Commercial Code including, without limitation, control or possession of money or depositaccounts pursuant to Section 9-313 or 9-314 of the UCC) or as bailee (such bailment, intended amongother things to satisfy the requirements of Section 8-106(d)3, 8-301(a)(2) and 9-313(c) of theUCC), over Common Collateral pursuant to the First Priority Security Documents, such possession,control or bailment is also for the benefit of the Second Priority Representative and the otherSecond Priority Secured Parties solely to the extent required to perfect their security interest insuch Common Collateral. Nothing in the preceding sentence shall be construed to impose any duty onthe First Priority Representative (or any third party acting on its behalf) with respect to suchCommon Collateral or provide the Second Priority Representative or any other Second PrioritySecured Party with any rights with respect to such Common Collateral beyond those specified in thisAgreement and the Second Priority Security Documents, provided that subsequent to theoccurrence of the First Priority Obligations Payment Date, the First Priority Representative shall,unless otherwise directed by a court of competent jurisdiction, deliver to the Second PriorityRepresentative, at the Credit Parties’ sole cost and expense, the Common Collateral in itspossession or control together with any necessary endorsements to the extent required by the SecondPriority Documents, and provided, further, that the provisions of this Agreementare intended solely to govern the respective Lien priorities as between the First Priority SecuredParties and the Second Priority Secured Parties and shall not impose on the First
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Priority Secured Parties any obligations in respect of the disposition of any CommonCollateral (or any Proceeds thereof) that would conflict with prior perfected Liens or any claimsthereon in favor of any other Person that is not a Secured Party.          (d) The Second Priority Representative hereby acknowledges that, to the extent that it holdssubsequent to the First Priority Obligations Payment Date, or a third party then holds on itsbehalf, physical possession of or “control” (as defined in the Uniform Commercial Code including,without limitation, control or possession of money or deposit accounts pursuant to Section 9-313 or9-314 of the UCC) or as bailee (such bailment, intended among other things to satisfy therequirements of Section 8-106(d)3, 8-301(a)(2) and 9-313(c) of the UCC), over Common Collateralpursuant to the Second Priority Security Documents, such possession, control or bailment is alsofor the benefit of the First Priority Representative and the other First Priority Secured Partiessolely to the extent required to perfect their security interest in such Common Collateral forobligations, if any, under the First Priority Documents in excess of the First PriorityObligations. Nothing in the preceding sentence shall be construed to impose any duty on the SecondPriority Representative (or any third party acting on its behalf) with respect to such CommonCollateral or provide the First Priority Representative or any other First Priority Secured Partywith any rights with respect to such Common Collateral beyond those specified in this Agreement andthe First Priority Security Documents, provided that subsequent to the satisfaction of theobligations under the Second Priority Documents, the Second Priority Representative shall, unlessotherwise directed by a court of competent jurisdiction, deliver to the First PriorityRepresentative, at the Credit Parties’ sole cost and expense, the Common Collateral in itspossession or control together with any necessary endorsements to the extent required by the FirstPriority Documents, and provided, further, that the provisions of this section areintended solely to govern the respective Lien priorities as between the First Priority SecuredParties and the Second Priority Secured Parties subsequent to the satisfaction of the obligationsunder the Second Priority Documents and shall not impose on the Second Priority Secured Parties anyobligations in respect of the disposition of any Common Collateral (or any Proceeds thereof) thatwould conflict with prior perfected Liens or any claims thereon in favor of any other Person thatis not a Secured Party.     2.4 No New Liens. Second Priority Representative, for itself and on behalf of theSecond Priority Lenders, acknowledges and agrees that First Priority Representative has beengranted senior Liens upon all of the Common Collateral in which Second Priority Representative hasbeen granted Liens, and Second Priority Representative hereby consents thereto. If (i) any CreditParty grants in favor of Second Priority Representative or any other Second Priority Secured Partya Lien on any asset of such Credit Party not constituting Common Collateral as of the date hereof(or subsequent thereto as a post-closing item set forth in the New Second Priority Agreement as ineffect as of the date hereof) or (ii) Second Priority Representative or any other Second PrioritySecured Party otherwise obtains a non-consensual lien (including a judgment lien, writ ofattachment or writ of execution) on any asset of any Credit Party not constituting CommonCollateral as of the date hereof, Second Priority Representative agrees that it shall give FirstPriority Representative prompt written notice thereof (and in no event later than five (5) BusinessDays after the date Second Priority Representative has actual knowledge of such grant), containinga detailed description of such asset (it being understood and agreed that the failure by SecondPriority Representative to give such notice to First Priority Representative shall not affect thevalidity, perfection or enforceability of such Lien, and that any amounts distributable
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to or received by or distributed to any of the Second Priority Secured Parties pursuant to oras a result of such Liens shall in any event be subject to Section 4.1), and Second PriorityRepresentative acknowledges that if First Priority Representative obtains a Lien on such asset,whether prior to or after the time that Second Priority Representative obtains a Lien on suchasset, then the priority of such Lien will be subject to the terms and provisions of thisAgreement. First Priority Representative, for itself and on behalf of the First Priority Lenders,acknowledges and agrees that Second Priority Representative has been granted Liens upon all of theCommon Collateral in which First Priority Representative has been granted Liens and First PriorityRepresentative hereby consents thereto. If (i) any Credit Party grants in favor of First PriorityRepresentative or any other First Priority Secured Party a Lien on any asset of such Credit Partynot constituting Common Collateral on the date hereof (or subsequent thereto as a post-closing itemset forth in the New Second Priority Agreement as in effect as of the date hereof) or (ii) FirstPriority Representative or any other First Priority Secured Party otherwise obtains anon-consensual lien (including a judgment lien, writ of attachment or writ of execution) on anyasset of any Credit Party not constituting Common Collateral on the date hereof, First PriorityRepresentative agrees that it shall give Second Priority Representative prompt written noticethereof (and in no event later than five (5) Business Days after the date First PriorityRepresentative has actual knowledge of such grant), containing a detailed description of such asset(it being understood and agreed that the failure by First Priority Representative to give suchnotice to Second Priority Representative shall not affect the validity, perfection orenforceability of such Lien), and First Priority Representative acknowledges that if SecondPriority Representative obtains a Lien on such asset, whether prior to or after the time that FirstPriority Representative obtains a Lien on such asset, then the priority of such Lien will besubject to the terms and provisions of this Agreement.  **SECTION 3.***Enforcement Rights*.     3.1 Exclusive Enforcement. Subject to Section 3.9, until the earlier of theoccurrence of the First Priority Obligations Payment Date or the expiration or other termination ofthe then current Standstill Period, whether or not an Insolvency Proceeding has been commenced byor against any Credit Party, the First Priority Secured Parties shall have the exclusive right totake, continue, oppose, or otherwise prosecute, defend, settle or consent to any EnforcementAction, without any consultation with or consent of any Second Priority Secured Party, and theSecond Priority Secured Parties shall not take any position contrary to the First Priority SecuredParties, or support any other Person who takes any position contrary to the First Priority SecuredParties, with respect to such Enforcement Action (it being understood that any Second PrioritySecured Party, notwithstanding the foregoing, may (i) at any time demand payment of amounts thendue and payable pursuant to the terms of the Second Priority Agreement (other than as a result ofan acceleration subsequent to an event of default under the Second Priority Agreement) and pursueunsecured lender remedies with regard to any such payments not made under the Second PriorityAgreement, (ii) after the expiration of the Standstill Period, demand payment for or accelerate thepayment of the Second Priority Loans in accordance with the terms of the Second Priority Documents,(iii) file a proof of claim or statement of interest, (iv) file all necessary responsive ordefensive pleadings in opposition to any motion, claims, proceedings or pleadings made by anyPerson objecting to or seeking disallowance of the claims of the Second Priority Secured Parties,including claims secured by the Common Collateral, and (v) make any filings, arguments or motionsor take other actions to preserve or protect its Liens on the Collateral or any other rights,
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including to stay any statute of limitations). Upon the occurrence and during the continuanceof a First Priority Default, the First Priority Representative and the other First Priority SecuredParties may take and continue any Enforcement Action with respect to the First Priority Obligationsand the Common Collateral in such order and manner as they may determine in their sole discretion.Notwithstanding the foregoing, if the First Priority Representative and the First Priority Lendersshall have extended loans, credit accommodations or other financial accommodations under the FirstPriority Documents in excess of the First Priority Obligations (such excess, an “**Overadvance**”), andthe First Priority Obligations Payment Date shall have occurred (notwithstanding that anOveradvance remains outstanding under the First Priority Documents), the provisions of thisSection 3.1 shall not prevent the Second Priority Representative and/or the Second Priority Lendersfrom pursuing any remedies available to it or them as secured or unsecured lenders with regard tothe Common Collateral and notwithstanding the provisions of Section 2.1 hereof, the Liens in theCommon Collateral held by the Second Priority Representative securing the Second PriorityObligations shall thereafter be senior and prior to the remaining claims of the First PrioritySecured Parties with regard to any Overadvance outstanding under the First Priority Documents.     3.2 Remedies Standstill. At any time that a Standstill Period is in effect, SecondPriority Representative shall not, without the prior written consent of First PriorityRepresentative, exercise any remedies other than those specifically listed in Section 3.1. Inaddition, Second Priority Representative may not take any Enforcement Action so long as FirstPriority Representative or Second Priority Representative are enjoined from undertaking anyEnforcement Action, in each case, unless and until the First Priority Obligations Payment Dateshall have occurred. After the First Priority Obligations Payment Date, the Second PriorityRepresentative may take any Enforcement Action. Second Priority Representative may not exerciseany remedies without first providing First Priority Representative at least five (5) Business Daysprior written notice stating its intent to exercise remedies and referring to this Section (a“**Notice of Intent to Exercise**”), it being understood that if First Priority Representative does notdeliver a Standstill Notice to Second Priority Representative by the end of such five (5) BusinessDay period, Second Priority Representative may proceed with the exercise of the remedies listed insuch Notice of Intent to Exercise subject to the other provisions hereof; provided, thatSecond Priority Representative shall not be required to provide a Notice of Intent to Exercise toFirst Priority Representative in connection with a permitted Exercise of Secured Creditor Remediesupon termination of a Standstill Period, but shall prior to the First Priority Obligations PaymentDate provide a written notice at least two (2) Business Days prior to taking any Enforcement Actionnot listed in a Notice of Intent to Exercise previously delivered to the First PriorityRepresentative.     3.3 Limitation on Standstill Periods. In no event shall a Standstill Period extendbeyond the earlier of (i) 180 consecutive days from the date of receipt by Second PriorityRepresentative from First Priority Representative of a Standstill Notice initiating such StandstillPeriod and (ii) the First Priority Obligation Payment Date. Any number of notices of FirstPriority Default may be given during a Standstill Period, but no such notice shall extend suchStandstill Period. No subsequent Standstill Period may be commenced within 180 days after thetermination of the immediately preceding Standstill Period. No First Priority Default that existedor was continuing on the date of the commencement of any Standstill Period and that was known orwith reasonable diligence could have been known to First Priority Representative or any other
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First Priority Secured Party will be, or can be, made the basis for the commencement of asubsequent Standstill Period, unless such First Priority Default has been cured or waived for aperiod of not less than 90 consecutive days.     3.4 Foreclosure Proceedings. Nothing in this Agreement shall be construed to in anyway limit or impair the right of: (i) any First Priority Lender or Second Priority Lender to bidfor or purchase Common Collateral at any private or judicial foreclosure upon such CommonCollateral initiated by a First Priority Secured Party, (ii) any Second Priority Secured Party tojoin (but not control) any judicial foreclosure proceeding or other judicial lien enforcementproceeding with respect to the Common Collateral initiated by a First Priority Secured Party,except to the extent that any such action could reasonably be expected, in any material respect, torestrain, hinder, limit or delay for any material period the Exercise of Secured Creditor Remediesby First Priority Secured Parties, or (iii) any Second Priority Secured Party to receive paymentsin accordance with the terms of this Agreement from the Proceeds of the Common Collateral.     3.5 Rights as a Creditor. Notwithstanding anything else to the contrary in thisAgreement, the Second Priority Representative, may provided a Standstill Period is not in effect(x) following the occurrence of and during the continuation of an “Event of Default” under and asdefined in the New Second Priority Agreement, exercise rights and remedies, as a creditor andretain any amounts obtained in respect of the Second Priority Obligations, except to the extentsuch amounts constitute Common Collateral or Proceeds of Common Collateral, and (y) file anypleadings, objections or motions, appear in any proceeding and exercise rights and remedies, asunsecured creditors of the Credit Parties, arising under either the Bankruptcy Code or applicablenon-bankruptcy law.     3.6 Judgment Creditors. In the event that any Second Priority Secured Party becomes ajudgment lien creditor in respect of Common Collateral as a result of its enforcement of its rightsas an unsecured creditor, such judgment lien shall be subject to the terms of this Agreement forall purposes (including in relation to the First Priority Liens and the First Priority Obligations)to the same extent as all other Liens securing the Second Priority Obligations are subject to theterms of this Agreement.     3.7 Cooperation. Prior to the First Priority Obligations Payment Date, the SecondPriority Representative, on behalf of itself and the other Second Priority Secured Parties, agreesthat it shall take such actions reasonably required to be performed by such parties pursuant to theterms of this Agreement or of the Second Priority Documents as the First Priority Representativeshall reasonably request in connection with the exercise by the First Priority Secured Parties oftheir rights set forth herein; provided, that such actions shall be at the Credit Parties’sole cost and expense, to the extent required pursuant to any First Priority Document or any SecondPriority Document, but as between the First Priority Representative and the Second PriorityRepresentative and other Second Priority Secured Parties, the latter shall be obligated to performtheir obligations under this Section 3.7 and any other provision of this Agreement and to otherwisecooperate with the First Priority Representative whether or not they have received reimbursement oftheir costs from the Credit Parties.     3.8 No Additional Rights For the Credit Parties Hereunder. If any First PrioritySecured Party or Second Priority Secured Party shall enforce its rights or remedies in violation of
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the terms of this Agreement, the Credit Parties shall not be entitled to use such violation asa defense to any action by any First Priority Secured Party or Second Priority Secured Party, norto assert such violation as a counterclaim or basis for set off or recoupment against any FirstPriority Secured Party or Second Priority Secured Party.     3.9 Waivers. Subject to the rights retained by the Second Priority Secured Partiespursuant to Sections 3.1, 3.5, 5.1 and any other applicable provision set forth in this Agreement,the Second Priority Representative, on behalf of itself and the other Second Priority SecuredParties, agrees that, until the First Priority Obligations Payment Date has occurred (and otherthan with respect to any Overadvance):          (a) they will not take or cause to be taken any action, the purpose or effect of which is tomake any Lien in respect of any Second Priority Obligation *pari passu*with or senior to, or to giveany Second Priority Secured party any preference or priority relative to, the Liens with respect tothe First Priority Obligations or the First Priority Secured Parties with respect to any of theCommon Collateral;          (b) except as otherwise specifically provided herein, they will not contest, oppose, objectto, interfere with, hinder or delay, in any manner, whether by judicial proceedings (includingwithout limitation the filing of an Insolvency Proceeding) or otherwise, any foreclosure, sale,lease, exchange, transfer or other disposition of the Common Collateral by any First PrioritySecured Party or any other Enforcement Action taken (or any forbearance from taking any EnforcementAction) by or on behalf of any First Priority Secured Party;          (c) they have no right to (i) direct either the First Priority Representative or any otherFirst Priority Secured Party to exercise any right, remedy or power with respect to the CommonCollateral or pursuant to the First Priority Security Documents or (ii) consent or object to theexercise by the First Priority Representative or any other First Priority Secured Party of anyright, remedy or power with respect to the Common Collateral or pursuant to the First PrioritySecurity Documents or to the timing or manner in which any such right is exercised or not exercised(or, to the extent they may have any such right described in this clause (c), whether as a juniorlien creditor or otherwise, they hereby irrevocably waive such right); and          (d) they will not institute any suit or other proceeding or assert in any suit, Insolvencyproceeding or other Proceeding any claim against any First Priority Secured Party seeking damagesfrom or other relief by way of special performance, instructions or otherwise, with respect to, andno First Priority Secured Party shall be liable for, any action taken or omitted to be taken by anyFirst Priority Secured Party with respect to the Common Collateral or pursuant to the FirstPriority Security Documents.     3.10 Actions Upon Breach. Should any Second Priority Secured Party or First PrioritySecured Party in any way take, attempt to or threaten to take any action with respect to the CommonCollateral (including, without limitation, any attempt to realize upon or enforce any remedy withrespect to this Agreement) which is in violation of this Agreement, or fail to take any actionrequired by this Agreement, (in its own name or in the name of the relevant Credit Party), thisAgreement shall create an irrebutable presumption and admission by such Person that relief againstsuch Person by injunction, specific performance and/or other appropriate equitable
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relief is necessary to prevent irreparable harm to the other parties hereto, it beingunderstood and agreed by the Second Priority Representative on behalf of each Second PrioritySecured Party and First Priority Representative on behalf of each First Priority Secured Party that(i) the damages from actions in breach of this Agreement may at that time be difficult to ascertainand may be irreparable, and (ii) each Second Priority Secured Party and First Priority SecuredParty waives any defense that any Credit Party and/or the other parties hereof and beneficiarieshereof cannot demonstrate damage and/or be made whole by the awarding of damages.**SECTION 4.***Application Of Proceeds Of Common Collateral; Dispositions And Releases Of CommonCollateral; Insurance*.     4.1 Application of Proceeds; Turnover Provisions. All Proceeds of Common Collateral(including without limitation any interest earned thereon) resulting from the sale, collection orother disposition of Common Collateral whether or not pursuant to an Insolvency Proceeding, shallbe distributed as follows: first until the First Priority Obligations Payment Date, to theFirst Priority Representative for application to the First Priority Obligations then outstanding inaccordance with the terms of the First Priority Documents; second, to the Second PriorityRepresentative for application in accordance with the Second Priority Documents and; third,to the payment of any other obligations to the First Priority Secured Parties. Until theoccurrence of the First Priority Obligations Payment Date, any Common Collateral, including withoutlimitation any such Common Collateral constituting Proceeds, that may be received by any FirstPriority Secured Party or Second Priority Secured Party in violation of this Agreement shall besegregated and held in trust and promptly paid over to the First Priority Representative, for thebenefit of the First Priority Secured Parties, or to the Second Priority Representative for thebenefit of the Second Priority Secured Parties, as the case may be, in the same form as received,with any necessary endorsements, and each First Priority Secured Party and Second Priority SecuredParty hereby authorizes the Second Priority Representative and the First Priority Representative,respectively to make any such endorsements as its agent (which authorization, being coupled with aninterest, is irrevocable).     4.2 Releases of Second Priority Lien and Lien for Overadvance. (a) In the event ofany private or public sale or other disposition of all or any portion of the Common Collateral byFirst Priority Representative after the occurrence and during the continuance of a First PriorityDefault (and prior to the date upon which the First Priority Obligations Payment Date shall haveoccurred) in connection with the liquidation by First Priority Representative of any CommonCollateral and the collection by First Priority Representative of the First Priority Obligationsthrough the sale or other disposition of such Common Collateral (any such sale, a “**First PriorityLender Sale**”), Second Priority Representative agrees that such First Priority Lender Sale will befree and clear of the Liens securing the Second Priority Obligations (and, if the First PriorityLender Sale includes Equity Interests in any Credit Party, Second Priority Representative furtheragrees to release the entities whose Equity Interests are sold from all Second PriorityObligations); provided, that (x) First Priority Representative and the First PriorityLenders also release their Liens on such Common Collateral (and, if the First Priority Lender Saleincludes Equity Interests in any Credit Party, the entities whose Equity Interests are sold arereleased from all First Priority Obligations) and (y) the Proceeds of any such First PriorityLender Sale are applied in accordance with Section 4.1.
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          (b) In the event of any private or public sale or other disposition of all or any portion ofthe Common Collateral by Second Priority Representative subsequent to the First PriorityObligations Payment Date, after the occurrence and during the continuance of a default under aSecond Priority Agreement in connection with the liquidation by Second Priority Representative ofany Common Collateral and the collection by Second Priority Representative of the Second PriorityObligations through the sale or other disposition of such Common Collateral (any such sale, a“**Second Priority Lender Sale**”) and there is an Overadvance, First Priority Representative agreesthat such Second Priority Lender Sale will be free and clear of the Liens securing the Overadvance(and, if the Second Priority Lender Sale includes Equity Interests in any Credit Party, FirstPriority Representative further agrees to release the entities whose Equity Interests are sold fromall First Priority Obligations); provided, that (x) Second Priority Representative and theSecond Priority Lenders also release their Liens on such Common Collateral (and, if the SecondPriority Lender Sale includes Equity Interests in any Credit Party, the entities whose EquityInterests are sold are released from all Second Priority Obligations) and (y) the Proceeds of anysuch Second Priority Lender Sale are applied in accordance with Section 4.1.          (c) In the event of any private or public sale or other disposition of all or any portion ofthe Common Collateral by any Credit Party with the consent of First Priority Representative afterthe occurrence and during the continuance of a First Priority Default (and prior to the date uponwhich the First Priority Obligations Payment Date shall have occurred), which sale or otherdisposition is conducted by such Credit Party with the consent of First Priority Representative inconnection with the collection by First Priority Representative of the First Priority Obligationsthrough the sale of such Common Collateral (any such sale, a “**Forced Credit Party Sale**”), SecondPriority Representative agrees that such Forced Credit Party Sale will be free and clear of theLiens securing the Second Priority Obligations (and, if the Forced Credit Party Sale includesEquity Interests in any Credit Party, Second Priority Representative further agrees to release theentities whose Equity Interests are sold from all Second Priority Obligations); provided*,*that (x) First Priority Representative and the First Priority Lenders also release their Liens onsuch Common Collateral (and, if the Forced Credit Party Sale includes Equity Interests in anyCredit Party, the entities whose Equity Interests are sold are released from all First PriorityObligations), (y) the Proceeds of any such Forced Credit Party Sale are applied in accordance withSection 4.1, and (z) the Credit Party conducting such Forced Credit Party Sale shall have conductedsuch Forced Credit Party Sale in a commercially reasonable manner given the fact that such sale isin the context of a workout.          (d) In the event of any private or public sale or other disposition of all or any portion ofthe Common Collateral by any Credit Party with the consent of Second Priority Representativesubsequent to the First Priority Obligations Payment Date and while an Overadvance remainsoutstanding, after the occurrence and during the continuance of a Second Priority Default, whichsale or other disposition is conducted by such Credit Party with the consent of Second PriorityRepresentative in connection with the collection by Second Priority Representative of the SecondPriority Obligations through the sale of such Common Collateral (any such sale, a “**Forced SecondPriority Credit Party Sale**”), First Priority Representative agrees that such Forced Second PriorityCredit Party Sale will be free and clear of the Liens securing the First Priority Obligations (and,if the Forced Second Priority Credit Party Sale includes Equity Interests in any Credit Party,First Priority Representative further agrees to
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release the entities whose Equity Interests are sold from all First Priority Obligations);provided*,*that (x) Second Priority Representative and the Second Priority Lenders alsorelease their Liens on such Common Collateral (and, if the Forced Second Priority Credit Party Saleincludes Equity Interests in any Credit Party, the entities whose Equity Interests are sold arereleased from all Second Priority Obligations), (y) the Proceeds of any such Forced Second PriorityCredit Party Sale are applied in accordance with Section 4.1, and (z) the Credit Party conductingsuch Forced Second Priority Credit Party Sale shall have conducted such Forced Second PriorityCredit Party Sale in a commercially reasonable manner given the fact that such sale is in thecontext of a workout.          (e) Second Priority Representative agrees that, in connection with any First Priority LenderSale or Forced Credit Party Sale, upon the prior written request of First Priority Representative(which request shall specify the proposed terms of the sale and the type and amount ofconsideration to be received in connection therewith), it will execute or file any or all Lienreleases or other documents reasonably requested by First Priority Representative in connectiontherewith; provided, that (w) in the case of a First Priority Lender Sale, no such releasedocuments shall be delivered to any Credit Party, (x) in the case of a Forced Credit Party Sale, nosuch release documents shall be delivered to any Credit Party unless First Priority Representativehas delivered its release documents to such Credit Party, (y) no such release documents shall bedelivered more than five (5) Business Days prior to the anticipated closing date of such sale ordisposition, and (z) the effectiveness of any such release or termination by Second PriorityRepresentative shall be subject to the sale or other disposition of the Common Collateral describedin such request and on the terms described in such request. Subject to the proviso in theimmediately preceding sentence, in the event that Second Priority Representative fails to soexecute or file any such Lien releases or other documents within five (5) Business Days afterreceipt of written request from First Priority Representative, First Priority Representative ishereby irrevocably authorized to execute or file such Lien releases or other documents.          (f) First Priority Representative agrees that, in connection with any Second Priority LenderSale or Forced Second Priority Credit Party Sale, upon the prior written request of Second PriorityRepresentative (which request shall specify the proposed terms of the sale and the type and amountof consideration to be received in connection therewith), it will execute or file any or all Lienreleases or other documents reasonably requested by Second Priority Representative in connectiontherewith; provided, that (w) in the case of a Second Priority Lender Sale, no such releasedocuments shall be delivered to any Credit Party, (x) in the case of a Forced Second PriorityCredit Party Sale, no such release documents shall be delivered to any Credit Party unless SecondPriority Representative has delivered its release documents to such Credit Party, (y) no suchrelease documents shall be delivered more than five (5) Business Days prior to the anticipatedclosing date of such sale or disposition, and (z) the effectiveness of any such release ortermination by First Priority Representative shall be subject to the sale or other disposition ofthe Common Collateral described in such request and on the terms described in such request.Subject to the proviso in the immediately preceding sentence, in the event that First PriorityRepresentative fails to so execute or file any such Lien releases or other documents within five(5) Business Days after receipt of written request from Second Priority Representative, SecondPriority Representative is hereby irrevocably authorized to execute or file such Lien releases orother documents.
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          (g) Until the First Priority Obligations Payment Date, to the extent that the First LienSecured Parties (i) have released any Lien on Common Collateral and any Lien is later reinstated or(ii) obtain any new first priority liens, then the Second Lien Secured Parties shall be granted aSecond Priority Lien on any such Common Collateral at the time of such reinstatement or grant of anew First Priority Lien.          (h) Subsequent the First Priority Obligations Payment Date, to the extent that the Second LienSecured Parties (i) have released any Lien on Common Collateral and any Lien is later reinstated or(ii) obtain any new liens, then the First Lien Secured Parties shall be granted a second Lien onany such Common Collateral to secure the Overadvance at the time of such reinstatement or grant ofa new Second Priority Lien.     4.3 Insurance. Until the First Priority Obligations Payment Date has occurred, theFirst Priority Representative will have the sole and exclusive right (i) to be named as anadditional insured and loss payee under any insurance policies maintained from time to time by anyCredit Party (except that the Second Priority Secured Parties shall have the right to be named asan additional insured and loss payee so long as its second lien status is identified in a mannersatisfactory to the First Priority Representative); (ii) to adjust or settle any insurance policyor claim covering the Common Collateral in the event of any loss thereunder and (iii) to approveany award granted in any condemnation or similar proceeding affecting the Common Collateral.  **SECTION 5.***Insolvency Proceedings*.     5.1 Voting Rights. In the event of any Insolvency Proceeding involving any CreditParty or any property of any Credit Party, Second Priority Representative and Second PriorityLenders shall retain the right to vote with respect to the Second Priority Obligations.     5.2 Financing Matters. (a) If any Credit Party shall be subject to any InsolvencyProceeding and First Priority Representative or one or more of the other First Priority SecuredParties shall desire, prior to the First Priority Obligations Payment Date, to permit the use ofcash collateral or to provide financing to any such Credit Party (collectively, “**DIP Financing**”)under Section 363 or Section 364 of the Bankruptcy Code (or any similar provision under the lawapplicable to any Insolvency Proceeding) to be secured by all or any portion of the CommonCollateral, then Second Priority Representative, on behalf of itself and the Second PriorityLenders, agrees that, so long as (i) the aggregate amount of all loans outstanding pursuant to theFirst Priority Agreements (other than amounts added to principal as a result of capitalizing otherFirst Priority Obligations not paid in cash) plus the aggregate amount of such DIP Financing doesnot exceed the Cap Amount, (ii) the interest rate, fees, advance rates, lending limits andsublimits are commercially reasonable under the circumstances, (iii) the Second PriorityRepresentative retains a Lien on the Common Collateral (including Proceeds thereof arising afterthe commencement of such proceeding) with the same priority (subject to the priority of such DIPFinancing) as existed prior to the commencement of the case under applicable law (an “**AdequateProtection Lien”**), (iv) the Second Priority Representative receives a replacement lien (a“**Permitted Replacement Lien**”) on post-petition assets to the same extent granted to First PriorityRepresentative, with the same priority (subject to the priority of such DIP Financing) as existedprior to the commencement of the case under applicable law, and (v) such use of cash collateral orDIP Financing is subject to the terms of this Agreement, it will raise no
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objection to such DIP Financing, and the Second Priority Representative, on behalf of itselfand the Second Priority Lenders, hereby agrees that its Liens in the Common Collateral shall besubordinated to such DIP Financing (and all obligations relating thereto) to the same extent andupon the same terms and conditions specified in this Agreement.          (b) Nothing in this Agreement shall limit the rights of any First Priority Lender or SecondPriority Lender, as applicable, to object to post-petition financing or the use of cash collateralthat is provided on terms other than those set forth in Section 5.2(a).          (c) Second Priority Representative, on behalf of itself and the Second Priority Lenders,agrees that it shall not, directly or indirectly, provide, offer to provide or support any DIPFinancing secured by a Lien senior to or *pari passu*with the Liens securing the First PriorityObligations.     5.3 Relief From the Automatic Stay. Until the First Priority Obligations PaymentDate, the Second Priority Representative agrees, on behalf of itself and the other Second PrioritySecured Parties, that none of them will seek relief from the automatic stay or from any other stayin any Insolvency Proceeding or take any action in derogation thereof, in each case in respect ofany Common Collateral, without the prior written consent of the First Priority Representative.     5.4 General Waivers. (a) Until the First Priority Obligations Payment Date hasoccurred, Second Priority Representative, on behalf of itself and the Second Priority Lenders,agrees that it shall not without First Priority Representative’s written consent take any action orvote in any way so as to directly or indirectly challenge or contest (A) the validity or theenforceability of the Existing First Priority Agreement, the other First Priority Documents or theliens and security interests granted to First Priority Representative and the First PriorityLenders with respect to the First Priority Obligations, (B) the rights and duties of First PriorityRepresentative and the First Priority Lenders established in the Existing First Priority Agreementor any other First Priority Document, or (C) the validity or enforceability of this Agreement.          (b) Until the payment in cash in full of the Second Priority Obligations has occurred, FirstPriority Representative, on behalf of itself and the First Priority Lenders, agrees that it shallnot without Second Priority Representative’s written consent, take any action or vote in any way soas to directly or indirectly challenge or contest (A) the validity or the enforceability of the NewSecond Priority Agreement, the other Second Priority Documents or the liens and security interestsgranted to Second Priority Representative and the Second Priority Lenders with respect to theSecond Priority Obligations, (B) the rights and duties of Second Priority Representative and theSecond Priority Lenders established in the New Second Priority Agreement or any other SecondPriority Document, or (C) the validity or enforceability of this Agreement.     5.5 Insolvency Proceeding Waivers:          (a) Until the First Priority Obligations Payment Date has occurred, the Second PriorityRepresentative, on behalf of itself and the Second Priority Lenders, agrees it shall not withoutthe First Priority Representative consent (i) seek or request any adequate protection, other than(A) Adequate Protection Liens and Permitted Replacement Liens and (B) priority
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administrative expense claim status with respect to the Second Priority Obligations which isand shall be subject to this Agreement to the extent applicable, (ii) in the event that FirstPriority Representative obtains relief from the automatic stay under Section 362 of the BankruptcyCode (or any similar provision) in connection with the Exercise of Secured Creditor Remedies andFirst Priority Representative has commenced and is diligently pursuing in good faith actions toconsummate a sale of all or any material portion of the Common Collateral in accordance withSection 363 or 365 of the Bankruptcy Code (or any similar provision) within a commerciallyreasonable time and in a commercially reasonable manner so as to maximize the value of such CommonCollateral, seek, or acquiesce in any request, to dismiss any Insolvency Proceeding or to convertan Insolvency Proceeding under chapter 11 of the Bankruptcy Code to a case under chapter 7 of theBankruptcy Code, (iii) in the event that First Priority Representative obtains relief from theautomatic stay under Section 362 of the Bankruptcy Code (or any similar provision) in connectionwith the Exercise of Secured Creditor Remedies, seek the appointment of a trustee or examiner withexpanded powers for any Credit Party, or (iv) object to any sale of all or any portion of theCommon Collateral in accordance with Sections 363 or 365 of the Bankruptcy Code (or any similarprovision) other than (A) any objection that an unsecured creditor could assert or (B) if FirstPriority Representative or any First Priority Lender objects to any such sale.          (b) First Priority Representative, on behalf of itself and the First Priority Lenders, agreesthat it will raise no objection to a request for Post Petition Interest and/or adequate protectionby Second Priority Representative and the Second Priority Lenders in the form of payment ofinterest on the Second Priority Obligations during the pendency of an Insolvency Proceeding, solong as (x) the rate of interest so requested by Second Priority Representative and the SecondPriority Lenders does not exceed the default rate of interest applicable to the Second PriorityObligations immediately prior to the commencement of such Insolvency Proceeding and (y) the FirstPriority Representative has not made a good faith determination that the net proceeds from aliquidation of the Common Collateral (after deduction of costs and amounts, if any, that in thereasonable judgment of the First Priority Representative may have to be paid to satisfy claims forparticipations and residuals) is less than the sum of the claims (other than the Overadvance, ifany) under the First Priority Agreement then outstanding plus the then outstanding amountof the Second Priority Obligations.     5.6 Avoidance Issues. (a) If any First Priority Secured Party is required in anyInsolvency Proceeding or otherwise to disgorge, turn over or otherwise pay to the estate of anyCredit Party Proceeds of Common Collateral (including any such Proceeds used to reduce the CapAmount in accordance with the definition of such term), because such amount was avoided or orderedto be paid or disgorged for any reason, including without limitation because it was found to be afraudulent or preferential transfer or was required to be paid to a debtor in possession, anySecond Priority Secured Party, receiver or similar person (a “**First Priority Recovery**”), then theFirst Priority Obligations (including any such amount subtracted from the Cap Amount) shall bereinstated to the extent of such First Priority Recovery and deemed to be outstanding as if suchpayment had not occurred and the First Priority Obligations Payment Date shall be deemed not tohave occurred. If this Agreement shall have been terminated prior to such First Priority Recovery,this Agreement shall be reinstated in full force and effect, and such prior termination shall notdiminish, release, discharge, impair or otherwise affect the obligations of the parties hereto.The Second Priority Secured Parties agree that none of them shall be entitled
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to benefit from any avoidance action affecting or otherwise relating to any distribution orallocation made in accordance with this Agreement, whether by preference or otherwise, it beingunderstood and agreed that the benefit of such avoidance action otherwise allocable to them shallinstead be allocated and turned over for application in accordance with the priorities set forth inthis Agreement.          (b) If any Second Priority Secured Party is required in any Insolvency Proceeding or otherwiseto disgorge, turn over or otherwise pay to the estate of any Credit Party Proceeds of CommonCollateral because such amount was avoided or ordered to be paid or disgorged for any reason,including without limitation because it was found to be a fraudulent or preferential transfer orwas required to be paid to a debtor in possession, any First Priority Secured Party, receiver orsimilar person (a “**Second Priority Recovery**”), then the Second Priority Obligations shall bereinstated to the extent of such Second Priority Recovery and deemed to be outstanding as if suchpayment had not occurred. If this Agreement shall have been terminated prior to such SecondPriority 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. The First Priority Secured Parties agree that none of them shall be entitledto benefit from any avoidance action affecting or otherwise relating to any distribution orallocation made in accordance with this Agreement, whether by preference or otherwise, it beingunderstood and agreed that the benefit of such avoidance action otherwise allocable to them shallinstead be allocated and turned over for application in accordance with the priorities set forth inthis Agreement.          (c) From and after the First Priority Obligations Payment Date, to the extent there exists anyOveradvance, no Second Priority Secured Party shall take any action (i) to contest or invalidateany lien securing any such Overadvance (other than the enforcement of the terms of this Agreement)or (ii) to alter the payment priority specified in Section 4.1.     5.7 Separate Grants of Security and Separate Classification. Each Second PrioritySecured Party acknowledges and agrees that (i) the grants of Liens pursuant to the First PrioritySecurity Documents and the Second Priority Security Documents constitute two separate and distinctgrants of Liens and (ii) because of, among other things, their differing rights in the CommonCollateral, the Second Priority Obligations are fundamentally different from the First PriorityObligations and must be separately classified in any plan of reorganization proposed or adopted inan Insolvency Proceeding.     5.8 Other Matters. Except as otherwise provided herein, to the extent that the SecondPriority Representative or any Second Priority Secured Party has or acquires rights under Section363 or Section 364 of the Bankruptcy Code with respect to any of the Common Collateral, the SecondPriority Representative agrees, on behalf of itself and the other Second Priority Secured Parties,not to assert any of such rights without the prior written consent of the First PriorityRepresentative (which consent shall not be unreasonably withheld); provided that ifrequested by the First Priority Representative, the Second Priority Representative shall, at theCredit Parties’ sole cost and expense, to the extent required under the Second Priority Documents,timely exercise such rights in the manner requested by the First Priority Representative, includingany rights to payments in respect of such rights; providedfurther that (i) theLiens securing the Second Priority Obligations shall attach to any Proceeds resulting from actionstaken by the First
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Priority Representative or any First Priority Secured Party in accordance with this Agreementsubject to the relative priorities described in Section 2 and (ii) nothing herein shall limit theright of the Second Priority Representative and the Second Priority Secured Parties in anInsolvency Proceeding to participate in any sale or credit bid their Liens pursuant to Section363(k) of the Bankruptcy Code.     5.9 Effectiveness in Insolvency Proceedings. This Agreement, which the parties heretoexpressly acknowledge is a “subordination agreement” under Section 510(a) of the Bankruptcy Code,has been entered into for good and valid consideration, and shall be effective before, during andafter the commencement of an Insolvency Proceeding. All references in this Agreement to any CreditParty shall include such Credit Party as a debtor-in-possession and any receiver or trustee forsuch Credit Party in any Insolvency Proceeding.     5.10 Post-Petition Interest. (a) So long as the First Priority Representative shallhave complied with the requirements of this Agreement, neither the Second Priority Representativenor any other Second Priority Secured Party shall oppose or seek to challenge any claim by theFirst Priority Representative or any First Priority Secured Party for allowance in any InsolvencyProceeding of First Priority Obligations consisting of Post-Petition Interest, fees, costs, chargesor expenses to the extent of the value of the Lien of the First Priority Representative on behalfof the First Priority Secured Parties on the Common Collateral.          (b) So long as the Second Priority Representative shall have complied with the requirements ofthis Agreement and except as provided in Section 5.5(b) (y), neither the First PriorityRepresentative nor any other First Priority Secured Party shall oppose or seek to challenge anyclaim by the Second Priority Representative or any Second Priority Secured Party for allowance inany Insolvency Proceeding of Second Priority Obligations consisting of Post-Petition Interest,fees, costs, charges or expenses to the extent of the value of the Lien of the Second PriorityRepresentative on behalf of the Second Priority Secured Parties on the Common Collateral.     5.11 Payments**.**In the event of any Insolvency Proceeding involving one or more CreditParties and subject to the remaining provisions of this section, the Second Priority SecuredParties shall be entitled to receive and retain any Distribution under or pursuant to a plan ofreorganization confirmed in a case under the Bankruptcy Code with respect to such Credit Party.Notwithstanding the foregoing, (i) if the Second Priority Lenders receive under or pursuant to anysuch plan of reorganization any Distribution consisting of Reorganization Securities secured byLiens on any property of any Credit Party, then the Second Priority Secured Parties agree to enterinto such supplements to or modifications to this Agreement as the First Priority Representativemay reasonably request to reflect the continued subordination of the Liens securing suchReorganization Securities to Liens securing the First Priority Obligations (or notes, instrumentsor other securities issued in substitution or satisfaction of all or a portion thereof) to the sameextent as provided in this Agreement, and (ii) a Second Priority Lender shall not be entitled toreceive under or pursuant to any such plan of reorganization any Distribution consisting of cash,cash equivalents or marketable securities (other than Reorganization Securities) on account of suchSecond Priority Lender’s secured claim if the First Priority Obligations are not being paid in cashin full on the effective date of such plan (any Distributions (other than ReorganizationSecurities) described in this subsection (ii), a “**Prohibited Plan**
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**Distribution**”). Any Prohibited Plan Distribution which would otherwise, but for the termshereof, be payable or deliverable in respect of the Second Priority Obligations of the applicableSecond Priority Lender shall be paid or delivered directly to First Priority Representative to beheld or applied by First Priority Representative in accordance with the terms of the First PriorityDocuments until all First Priority Obligations are paid in cash in full. Each Second PrioritySecured Party irrevocably authorizes, empowers and directs any debtor, debtor in possession,receiver, trustee, liquidator, custodian, conservator, or other Person having authority, to pay orotherwise deliver all such Prohibited Plan Distributions payable or deliverable to it to FirstPriority Representative. Each Second Priority Secured Party also irrevocably authorizes andempowers the First Priority Representative, in the name of such Second Priority Secured Party, todemand, sue for, collect and receive any and all of its Prohibited Plan Distributions.    **SECTION 6.***Amendments of Second Priority Documents and First Priority Documents*.          (a) Each Credit Party, the Parent and the Second Priority Representative, on behalf of itselfand the Second Priority Secured Parties, agrees that it shall not after the date hereof, withoutthe prior written consent of the First Priority Majority Lenders, execute or deliver any amendmentor other modification to any of the Second Priority Documents materially inconsistent with theterms of this Agreement or in violation of any of the terms of this Agreement including, withoutlimitation, any amendment to   Section 2.10(a) of the New Second Priority Agreement that provides theBorrower with the ability to prepay any portion of the principal amount of the Second PriorityObligations prior to the First Priority Obligations Payment Date or any amendment or modificationthat violates the restrictions applicable to a Permitted First Lien Refinancing or a PermittedRefinancing, as applicable; it being understood by all parties that (i) any amendment to the SecondPriority Documents in order to implement up to an additional $20,000,000 of Second Priority Loansin accordance with   Section 2.16 of the New Second Priority Agreement as in effect on the datehereof shall not be deemed to constitute a violation of this   Section 6(a) and (ii) the consent ofthe Prior Parent shall not be required for any amendment of this Agreement.          (b) Each Credit Party, the Parent and the First Priority Representative, on behalf of itselfand the First Priority Secured Parties, agrees that it shall not after the date hereof execute ordeliver any amendment or other modification to any of the First Priority Documents materiallyinconsistent with the terms of this Agreement or in violation of any of the terms of thisAgreement. Each of the First Priority Representative and each Credit Party and the Parent furtheragrees that it shall not, without the prior written consent of the Second Priority RequiredLenders, enter into any amendment or modification (whether pursuant to the Existing First PriorityAgreement or any refinancing thereof or other First Priority Agreement) (i) to any of the FirstPriority Restricted Provisions, or (ii) to any of the First Priority Documents in a manner thatviolates the restrictions applicable to a Permitted First Lien Refinancing or a PermittedRefinancing, as applicable.    **SECTION 7.***Reliance; Waivers; etc*.     7.1 Reliance. The First Priority Documents are deemed to have been executed anddelivered, and all extensions of credit thereunder are deemed to have been made or incurred, inreliance upon this Agreement. The Second Priority Representative, on behalf of it itself and the
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Second Priority Secured Parties, expressly waives all notice of the acceptance of and relianceon this Agreement by the First Priority Secured Parties. The Second Priority Documents are deemedto have been executed and delivered and all extensions of credit thereunder are deemed to have beenmade or incurred, in reliance upon this Agreement. The First Priority Representative, on behalf ofitself and the other First Priority Secured Parties, expressly waives all notices of the acceptanceof and reliance on this Agreement by the Second Priority Secured Parties.     7.2 No Warranties or Liability. The Second Priority Representative and the FirstPriority Representative acknowledge and agree that neither of them nor any other First PrioritySecured Party or Second Priority Secured Party has made any representation or warranty with respectto the execution, validity, legality, completeness, collectibility or enforceability of any otherFirst Priority Document or any Second Priority Document. Except as otherwise provided in thisAgreement, the Second Priority Representative and the First Priority Representative will beentitled to manage and supervise their respective extensions of credit to any Credit Party inaccordance with law and their usual practices, modified from time to time as they deem appropriate.     7.3 No Waivers. No right or benefit of any party hereunder shall at any time in anyway be prejudiced or impaired by any act or failure to act on the part of such party or any otherparty hereto or by any noncompliance by any Credit Party with the terms and conditions of any ofthe First Priority Documents or the Second Priority Documents.    **SECTION 8.***Obligations Unconditional*.     8.1 First Priority Obligations Unconditional. Subject to compliance with the terms ofthis Agreement, all rights, interests and obligations of the First Priority Secured Partieshereunder, and all agreements and rights, interests and obligations of the Second Priority SecuredParties, and to the extent applicable the Credit Parties and the Parent hereunder, shall remain infull force and effect irrespective of:               (i) any lack of validity or enforceability of any First Priority Document;               (ii) any change in the time, place or manner of payment of, or in any other term of, all orany portion of the First Priority Obligations, or any amendment, waiver or other modification,whether by course of conduct or otherwise, or any refinancing, replacement, refunding orrestatement of any First Priority Document;               (iii) prior to the First Priority Obligations Payment Date, any exchange, release, voiding,avoidance or non-perfection of any security interest in any Common Collateral or any othercollateral, or any release, amendment, waiver or other modification, whether by course of conductor otherwise, or any refinancing, replacement, refunding or restatement of all or any portion ofthe First Priority Obligations or any guarantee or guaranty thereof;               (iv) the commencement of any Insolvency Proceeding; or
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               (v) any other circumstances that otherwise might constitute a defense available to, or adischarge of, any Credit Party in respect of the First Priority Obligations, or of any SecondPriority Secured Party, or any Credit Party, to the extent applicable, in respect of thisAgreement.     8.2 Second Priority Obligations Unconditional. Subject to compliance with the termsof this Agreement, all rights, interests and obligations of the Second Priority Secured Partiesunder this Agreement, and all agreements and rights, interests and obligations of the FirstPriority Secured Parties, and to the extent applicable the Credit Parties and the Parent hereunder,shall remain in full force and effect irrespective of:               (i) any lack of validity or enforceability of any Second Priority Document;               (ii) any change in the time, place or manner of payment of, or in any other term of, all orany portion of the Second Priority Obligations, or any amendment, waiver or other modification,whether by course of conduct or otherwise, or any refinancing, replacement, refunding orrestatement of any Second Priority Document;               (iii) any exchange, release, voiding, avoidance or non-perfection of any security interest inany Common Collateral or other relevant collateral, or any release, amendment, waiver or othermodification, whether by course of conduct or otherwise, or any refinancing, replacement, refundingor restatement of all or any portion of the Second Priority Obligations or any guarantee orguaranty thereof;               (iv) the commencement of any Insolvency Proceeding; or               (v) any other circumstances that otherwise might constitute a defense available to, or adischarge of, any Credit Party in respect of the Second Priority Obligations, or any FirstPriority Secured Party or any Credit Party, to the extent applicable, in respect of this Agreement.     8.3 Buy Out Right. (a) Subject to the terms of this Section 8.3, the Second PriorityRepresentative, on behalf of the Second Priority Creditors, shall have the right at any time, butnot the obligation, to deliver a notice to the First Priority Representative (a “**Buy Out Notice**”)to acquire all right, title and interest of the First Priority Creditors in and to First PriorityObligations. Without limiting the foregoing, First Priority Representative shall give the SecondPriority Representative, on behalf of the Second Priority Creditors written notice with regard tothe earliest of the following: (i) within five (5) Business Days of its becoming aware that theFirst Priority Obligations Payment Date will occur on a date other than April 13, 2013, (ii) five(5) Business Days prior to the First Priority Representative’s acceleration of the First PriorityObligations or any material portion thereof, provided, that if the First PriorityRepresentative determines in good faith that the interests of the First Priority Secured Partiesare at risk of being prejudiced if it does not effect such acceleration prior to the expiration ofsuch five (5) Business Day period, it may effect such acceleration and shall send notice of suchacceleration to the Second Priority Representative no later than contemporaneously with suchacceleration, and (iii) five (5) Business Days prior to the First Priority Representative’sinitiating proceedings to
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foreclose upon all or a material portion of the First Priority Collateral. The SecondPriority Representative, on behalf of the Second Priority Creditors, shall have the right at anytime (whether or not any notice described in the preceding sentence has been delivered or the timefor such delivery has elapsed) to deliver a Buy Out Notice as provided for above in this Section8.3(a). The First Priority Representative shall agree to forbear from accelerating the maturity ofthe First Priority Obligations or from exercising any Enforcement Action to realize upon any Lienof the First Priority Collateral if the First Priority Representative receives, on or before thefifth day following the date the acceleration notice is given, a Buy-Out Notice from the SecondPriority Representative, on behalf of the Second Priority Creditors.          (b) Upon receipt of a Buy Out Notice, the First Priority Representative shall promptly givenotice to the Second Priority Representative (a “**Payoff Letter**”) of (i) the aggregate amount ofFirst Priority Obligations outstanding and the per diem accrual rate with regard thereto, (ii) thedetails of the outstanding Swap Agreements and Cash Management Obligations and (iii) notice of anyasserted claims of third parties against the First Priority Representative and the First PriorityCreditors incurred in connection with the First Priority Documents.          (c) No later than ten (10) Business Days after delivery of the Buy-Out Notice, the SecondPriority Representative, on behalf of the Second Priority Creditors, shall (i) pay to the FirstPriority Representative an amount equal to the total First Priority Obligations (including thoserelating to accrued but unpaid interest, those relating to all Swap Agreements then due andoutstanding and all Cash Management Obligations then due and outstanding) owing to each FirstPriority Creditor excluding the Unasserted Contingent Claims, (ii) take reasonable steps to ensurethat all Swap Agreements are terminated or cash collateralized or back-stopped in a mannerreasonably satisfactory to the First Priority Representative, (iii) take reasonable steps to ensurethat all Cash Management Obligations are terminated or collateralized to the reasonablesatisfaction of the obligee and (iv) provide assurances reasonably acceptable to the FirstPriority Representative that any claims of the First Priority SecuredParties against the Common Collateral for indemnification for claims listed in the Payoff Letter as contemplated bySection 8.3(b)(iii) and/or for Overadvances shall continue to be secured by the Common Collateralin the same priority as they were secured prior to the buyout.          (d) Such purchase shall be expressly made without any representation or warranty of any kindby the First Priority Representative or the First Priority Lenders as to the First PriorityObligations so purchased or otherwise and without recourse to the First Priority Representative orany First Priority Lender, except that each First Priority Lender shall represent and warrant (i)the amount of the First Priority Obligations being purchased from it, (ii) that such First PriorityLender owns its portion of the First Priority Obligations so purchased free and clear of any Liensor encumbrances and (iii) such First Priority Lender has the right to assign such First PriorityObligations and the assignment is duly authorized by such First Priority Lender.          (e) In addition, if the First Priority Representative has given notice in the Payoff Letterdelivered pursuant to Section 8.3(b) that the First Priority Representative elects to be replacedas the First Priority Representative, it shall be entitled to resign at the closing of suchpurchase and shall be replaced by a designee of the Second Priority Required Lenders, but shall
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continue to be entitled to all the indemnification provided to resigning First PriorityRepresentative pursuant to the Existing First Priority Agreement.    **SECTION 9.***Miscellaneous*.     9.1 Conflicts. In the event of any conflict between the provisions of this Agreementand the provisions of any First Priority Document or any Second Priority Document, the provisionsof this Agreement shall govern.     9.2 Continuing Nature of Provisions. This Agreement shall continue to be effective,and shall not be revocable by any party hereto, until the First Priority Obligation Payment Dateshall have occurred and the Overadvances are repaid. This is a continuing agreement, and the FirstPriority Secured Parties and the Second Priority Secured Parties may continue, at any time andwithout notice to the other parties hereto, to extend credit and other financial accommodations,lend monies and provide indebtedness to, or for the benefit of, Borrower or any other Credit Partyon the faith hereof.     9.3 Amendments; Waivers. (a) No amendment or modification of any of the provisions ofthis Agreement shall be effective unless the same shall be in writing and signed by the FirstPriority Representative, the Second Priority Representative and, only if the rights or duties ofany Credit Party and/or the Parent are directly affected thereby, such Credit Party and/or theParent.          (b) It is understood that the First Priority Representative and the Second PriorityRepresentative, without the consent of any other First Priority Secured Party or Second PrioritySecured Party, may in their discretion determine that a supplemental agreement (which may take theform of an amendment and restatement of this Agreement) is necessary or appropriate to facilitatehaving additional indebtedness or other obligations (“**Additional Debt**”) of any of the CreditParties become First Priority Obligations or Second Priority Obligations, as the case maybe, underthis Agreement, which supplemental agreement shall specify whether such Additional Debt constitutesFirst Priority Obligations or Second Priority Obligations, provided, that such AdditionalDebt is permitted to be incurred by the First Priority Agreement and Second Priority Agreement thenextant, and is permitted by said Agreements to be subject to the provisions of this Agreement asFirst Priority Obligations or Second Priority Obligations, as applicable.     9.4 Information Concerning Financial Condition of the Credit Parties. Each of theSecond Priority Representative and the First Priority Representative hereby assume responsibilityfor keeping itself informed of the financial condition of the Credit Parties and all othercircumstances bearing upon the risk of nonpayment of the First Priority Obligations or the SecondPriority Obligations. The Second Priority Representative and the First Priority Representativehereby agree that no party shall have any duty to advise any other party of information known to itregarding such condition or any such circumstances. In the event the Second PriorityRepresentative or the First Priority Representative, in its sole discretion, undertakes at any timeor from time to time to provide any information to any other party to this Agreement, it shall beunder no obligation (i) to provide any such information to such other party
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or any other party on any subsequent occasion, (ii) to undertake any investigation not a partof its regular business routine, or (ii) to disclose any other information.     9.5 Governing Law. This Agreement shall be construed in accordance with and governedby the law of the State of New York, except to the extent that remedies provided by the laws of anyjurisdiction other than the State of New York are governed by the laws of such jurisdiction.     9.6 **SUBMISSION TO JURISDICTION****.**(a) **EACH CREDIT PARTY, THE PRIOR PARENT, THE NEWPARENT, THE FIRST PRIORITY REPRESENTATIVE, ON BEHALF OF THE FIRST PRIORITY SECURED PARTIES, AND THESECOND PRIORITY REPRESENTATIVE, ON BEHALF OF THE SECOND PRIORITY SECURED PARTIES, HEREBYIRREVOCABLY AND UNCONDITIONALLY SUBMITS, FOR ITSELF AND ITS PROPERTY, TO THE NONEXCLUSIVEJURISDICTION OF THE SUPREME COURT OF THE STATE OF NEW YORK SITTING IN NEW YORK COUNTY AND OF THEUNITED STATES DISTRICT COURT OF THE SOUTHERN DISTRICT OF NEW YORK SITTING IN NEW YORK COUNTY, ANDANY APPELLATE COURT FROM ANY THEREOF, IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TOTHIS AGREEMENT, OR FOR RECOGNITION OR ENFORCEMENT OF ANY JUDGMENT, AND EACH CREDIT PARTY, THE PRIORPARENT, THE NEW PARENT, THE FIRST PRIORITY REPRESENTATIVE, ON BEHALF OF THE FIRST PRIORITY SECUREDPARTIES, AND THE SECOND PRIORITY REPRESENTATIVE, ON BEHALF OF THE SECOND PRIORITY SECURED PARTIES,HEREBY IRREVOCABLY AND UNCONDITIONALLY AGREE THAT ALL CLAIMS IN RESPECT OF ANY SUCH ACTION ORPROCEEDING MAY BE HEARD AND DETERMINED IN SUCH NEW YORK STATE OR, TO THE EXTENT PERMITTED BY LAW,IN SUCH FEDERAL COURT. EACH CREDIT PARTY, THE PRIOR PARENT, THE NEW PARENT, THE FIRST PRIORITYREPRESENTATIVE, ON BEHALF OF THE FIRST PRIORITY SECURED PARTIES, AND THE SECOND PRIORITYREPRESENTATIVE, ON BEHALF OF THE SECOND PRIORITY SECURED PARTIES, AGREE THAT A FINAL JUDGMENT INANY SUCH ACTION OR PROCEEDING SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN OTHER JURISDICTIONS BYSUIT ON THE JUDGMENT OR IN ANY OTHER MANNER PROVIDED BY LAW. NOTHING IN THIS AGREEMENT SHALLAFFECT ANY RIGHT THAT THE ANY FIRST PRIORITY SECURED PARTY OR SECOND PRIORITY SECURED PARTY MAYOTHERWISE HAVE TO BRING ANY ACTION OR PROCEEDING RELATING TO THIS AGREEMENT OR ANY FIRST PRIORITYDOCUMENT OR SECOND PRIORITY DOCUMENT, AS APPLICABLE, AGAINST ANY CREDIT PARTY, THE PRIOR PARENT ORTHE NEW PARENT OR ITS PROPERTIES IN THE COURTS OF ANY JURISDICTION.**          (b) **EACH CREDIT PARTY, THE PRIOR PARENT, THE NEW PARENT, THE FIRST PRIORITY REPRESENTATIVE, ONBEHALF OF THE FIRST PRIORITY SECURED PARTIES, AND THE SECOND PRIORITY REPRESENTATIVE, ON BEHALF OFTHE SECOND PRIORITY SECURED PARTIES, HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLESTEXTENT**
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**THEY MAY LEGALLY AND EFFECTIVELY DO SO (X) ANY OBJECTION THEY MAY NOW OR HEREAFTER HAVE TO THELAYING OF VENUE OF ANY SUIT, ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT INANY COURT REFERRED TO IN PARAGRAPH (A) OF THIS**  **SECTION AND (Y) THE DEFENSE OF AN INCONVENIENT FORUMTO THE MAINTENANCE OF SUCH ACTION OR PROCEEDING.**          (c) **EACH CREDIT PARTY, THE PRIOR PARENT, THE NEW PARENT, THE FIRST PRIORITY REPRESENTATIVE, ONBEHALF OF THE FIRST PRIORITY SECURED PARTIES, AND THE SECOND PRIORITY REPRESENTATIVE, ON BEHALF OFTHE SECOND PRIORITY SECURED PARTIES, IRREVOCABLY CONSENTS TO SERVICE OF PROCESS IN THE MANNERPROVIDED FOR NOTICES IN**  **SECTION 9.8. NOTHING IN THIS AGREEMENT WILL AFFECT THE RIGHT OF ANY SUCHPARTY TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY LAW.**     9.7 **MUTUAL WAIVER OF JURY TRIAL****. EACH CREDIT PARTY, THE PRIOR PARENT, NEW PARENT, THEFIRST PRIORITY REPRESENTATIVE, ON BEHALF OF THE FIRST PRIORITY SECURED PARTIES, AND THE SECONDPRIORITY REPRESENTATIVE, ON BEHALF OF THE SECOND PRIORITY SECURED PARTIES, WAIVES ALL RIGHT TOTRIAL BY JURY IN ANY ACTION, SUIT, OR PROCEEDING BROUGHT TO RESOLVE ANY DISPUTE, WHETHER SOUNDINGIN CONTRACT, TORT, OR OTHERWISE, AMONG THE PARTIES ARISING OUT OF, CONNECTED WITH, RELATED TO, ORINCIDENTAL TO THE RELATIONSHIP ESTABLISHED AMONG THEM IN CONNECTION WITH, THIS AGREEMENT OR THETRANSACTIONS RELATED THERETO.**     9.8 Notices. Unless otherwise specifically provided herein, any notice or othercommunication herein required or permitted to be given shall be in writing and may be personallyserved, telecopied, or sent by overnight express courier service or United States mail and shall bedeemed to have been given when delivered in person or by courier service, upon receipt of atelecopy or five (5) days after deposit in the United States mail (certified, with postage prepaidand properly addressed). For the purposes hereof, the addresses of the parties hereto (untilnotice of a change thereof is delivered as provided in this Section) shall be as set forth below,or, as to each party, at such other address as may be designated by such party in a written noticeto all of the other parties:          (a) if to the First Priority Representative, to JPMorgan Chase Bank, N.A., to JPMorgan ChaseBank, N.A., 10 South Dearborn, 9th Floor, Mail Code: IL1-0364, Chicago, Illinois 60603, Attention:Stephen C. Price, Facsimile No.: 312-325-3239, Email: stephen.c.price@chase.com, with a copy to:J.P. Morgan Securities Inc., 1999 Avenue of the Stars, Los Angeles, CA 90067, Attention: Christa L.Thomas, Facsimile No. 310-860-7240, Email: christa.thomas@jpmorgan.com and to Morgan, Lewis &Bockius LLP, 101 Park Avenue, New York, New York 10178, Attention: Michael A. Chapnick, FacsimileNo. 212-309-6001, Email: mchapnick@morganlewis.com.
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          (b) if to the Second Priority Representative, to JPMorgan Chase Bank, N.A., to JPMorgan ChaseBank, N.A., 10 South Dearborn, 9th Floor, Mail Code: IL1-0364, Chicago, Illinois 60603, Attention:Stephen C. Price, Facsimile No.: 312-325-3239, Email: stephen.c.price@chase.com, with a copy to:Attention: Christa L. Thomas, Facsimile No. 310-860-7240, Email: christa.thomas@jpmorgan.com and toMorgan, Lewis & Bockius LLP, 101 Park Avenue, New York, New York 10178, Attention: Michael A.Chapnick, Facsimile No. 212-309-6001, Email: mchapnick@morganlewis.com.          (c) if to any Credit Party, the Prior Parent or the New Parent, to it at RHI Entertainment,LLC, 1325 Sixth Avenue, Ste. 2100, New York, New York 10022 (Telecopy No. (212) 977-9049),Attention: Executive Vice President-Legal and Business Affairs, with a copy to Latham & WatkinsLLP, 885 Third Avenue, Suite 1000, New York, New York 10022, Attention: Dennis D. Lamont,(Telecopy No. (212) 751-4864);     9.9 Successors and Assigns. This Agreement shall be binding upon and inure to thebenefit of each of the parties hereto and each of the First Priority Secured Parties and SecondPriority Secured Parties and their respective successors and assigns, and nothing herein isintended, or shall be construed to give, any other Person any right, remedy or claim under, to orin respect of this Agreement or any Common Collateral.     9.10 Headings. Section headings used herein are for convenience of reference only,are not part of this Agreement and shall not affect the construction of, or be taken intoconsideration in interpreting, this Agreement.     9.11 Severability. Any provision of this Agreement held to be invalid, illegal orunenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent ofsuch invalidity, illegality or unenforceability without affecting the validity, legality andenforceability of the remaining provisions hereof; and the invalidity of a particular provision ina particular jurisdiction shall not invalidate such provision in any other jurisdiction.     9.12 Counterparts; Integration; Effectiveness. This Agreement may be executed incounterparts (and by different parties hereto on different counterparts), each of which shallconstitute an original, but all of which when taken together shall constitute a single contract.Delivery of an executed counterpart of a signature page of this Agreement by facsimile orelectronic copy (i.e. “pdf”) shall be effective as delivery of a manually executed counterpart ofthis Agreement. This Agreement shall become effective when it shall have been executed by eachparty hereto.     9.13 Additional Loan Parties. Each Person that becomes a Credit Party after the datehereof shall become a party to this Agreement upon execution and delivery by such Person of anInstrument of Assumption and Joinder in the form of Exhibit K to the Existing First PriorityAgreement.     9.14 Agreements and Acknowledgment of the Credit Parties, the Prior Parent and the NewParent. Each Credit Party, the Prior Parent and the New Parent hereby acknowledges that ithas received a copy of this Agreement and consents hereto, agrees to recognize all rights
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granted hereunder to the First Priority Representative, the other First Priority SecuredParties, the Second Priority Representative and the other Second Priority Secured Parties.     9.15 Termination of Prior Intercreditor Agreement. The Prior Intercreditor Agreementis hereby amended and restated in its entirety by, and replaced by, this Agreement. Allobligations of any party pursuant to the Prior Intercreditor Agreement are hereby terminated intheir entirety and replaced with the obligations set forth in this Agreement, and the Prior Parentis released from all obligations and restrictions thereunder and hereunder.
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               IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date firstwritten above.      JPMORGAN CHASE BANK, N.A., as First