INTERCREDITOR AGREEMENT

EXECUTION VERSION

Exhibit 10.5

INTERCREDITOR AGREEMENT

          INTERCREDITOR AGREEMENT dated as of December 15, 2006, among PNC Bank, National Association (“PNC”), as First-Lien Agent, Wells Fargo Bank, National Association, as Trustee, GeoKinetics Inc., a Delaware corporation (the “Company”), and each Subsidiary of the Company listed on the signature pages hereof.

          A. The Company is party to the Amended and Restated Revolving Credit, Capex Loan and Security Agreement as dated as of December 15, 2006, (as Amended and Refinanced from time to time, the “Credit Agreement”), among the Company, certain Subsidiaries of the Company, the lenders party thereto from time to time, and PNC, as administrative and collateral agent.

          B. The Company is also party to the Indenture dated as of December 15, 2006, (as Amended and Refinanced from time to time, the “Notes Indenture”), among the Company, certain Subsidiaries of the Company and Wells Fargo Bank, National Association, as trustee.

          C. It is a condition precedent to the making of Advances and the issuance of Letters of Credit by the Senior Lenders (as hereunder defined) under the Credit Agreement, and the initial purchase of the Notes that the First-Lien Agent, the Trustee, the Company and certain of its Subsidiaries shall have executed and delivered this Agreement.

          Accordingly, in consideration of the foregoing, the mutual covenants and obligations herein set forth and for other good and valuable consideration, the sufficiency and receipt of which are hereby acknowledged, the parties hereto, intending to be legally bound, hereby agree as follows:

          Section 1. Definitions.

          1.1. Defined Terms. As used in this Agreement, the following terms have the meanings specified below:

          “Agreement” shall mean this Agreement, as amended, renewed, extended, supplemented or otherwise modified from time to time in accordance with the terms hereof.

          “as Amended and Refinanced” shall mean and include, in respect of any Indebtedness, (a) such Indebtedness as extended, renewed, defeased, amended, modified, supplemented, restated, restructured, refinanced, replaced, refunded or repaid, and (b) any other Indebtedness issued in exchange or replacement for or to refinance such Indebtedness, in whole or in part, whether with the same or different lenders, arrangers and/or agents and whether with a larger or smaller aggregate principal amount and/or a longer or shorter maturity.

          “Bankruptcy Law” shall mean Title 11 of the United States Code and any similar Federal, state or foreign law for the relief of debtors.

          “Common Collateral” shall mean all of the assets of any Grantor, whether real, personal or mixed, constituting both Senior Lender Collateral and Noteholder Collateral.

          “Company” shall have the meaning set forth in the preamble.

          “Comparable Noteholder Collateral Document” shall mean, in relation to any Common Collateral subject to any Lien created under any Senior Collateral Document, those Noteholder Collateral Documents that create a Lien on the same Common Collateral, granted by the same Grantor.

          “Credit Agreement” shall have the meaning set forth in the recitals.

          “Deposit Account” shall have the meaning set forth in the Uniform Commercial Code.

          “Deposit Account Collateral” shall mean that part of the Common Collateral comprised of or contained in Deposit Accounts or Securities Accounts.

          “DIP Financing” shall have the meaning set forth in Section 6.1.

          “Discharge of Senior Lender Claims” shall mean payment in full in cash (except for contingent indemnities and cost and reimbursement obligations to the extent no claim has been made) of all Obligations in respect of all outstanding First-Lien Indebtedness and, with respect to letters of credit or letter of credit guaranties outstanding thereunder, delivery of cash collateral or backstop letters of credit in respect thereof in compliance with the Credit Agreement, in each case after or concurrently with the termination of all commitments to extend credit thereunder; provided that the Discharge of Senior Lender Claims shall not be deemed to have occurred if such payments are made with the proceeds of other First-Lien Indebtedness that constitutes an exchange or replacement for or a refinancing of such Obligations or Senior Lender Claims.

          “Enforcement Action” means:

          (a) notifying any obligors to direct payments, in respect of receivables that are subject to Liens, to a creditor or directly collecting accounts receivables that are subject to Liens or other payment rights of the Company or any Subsidiary that are subject to Liens; and

          (b) exercising any rights or remedies (including any right of set-off or recoupment) with respect to any Common Collateral or taking any steps, proceedings or actions action whatsoever whether at law(including, without limitation, under the Uniform Commercial Code or any other personal property security act) or under any Noteholder Collateral Documents or Senior Collateral Documents, in any such case, to enforce all or any of such documents or any other rights with respect to any Common Collateral (including any steps, proceedings or actions to foreclose upon, or to take possession of or to sell all or any of the Common Collateral, or any other enforcement, collection, execution, levy or foreclosure action or proceeding with respect to any Lien, whether arising pursuant to any such documents in connection with a judgment against the Company or any Subsidiary or otherwise.)

          “First-Lien Agent” shall mean PNC, in its capacity as administrative agent and collateral agent for the Senior Lenders under the Credit Agreement and the other Senior Lender Documents entered into pursuant to the Credit Agreement, together with its successors and permitted assigns under the Credit Agreement exercising substantially the same rights and powers.

          “First-Lien Indebtedness” shall mean all Obligations arising under the Credit Agreement or any other Senior Lender Document, whether or not such Obligations constitute Indebtedness, including, without limitation, Obligations under any credit agreement that evidences any other First-Lien Indebtedness as Amended and Refinanced.

          “Grantors” shall mean the Company and each of the Company’s Subsidiaries that has executed and delivered a Noteholder Collateral Document or a Senior Collateral Document.

          “Indebtedness” shall mean and include all obligations that constitute “Indebtedness” as defined in the Credit Agreement or “Indebtedness” as defined in the Notes Indenture.

          “Indenture Secured Parties” shall mean the Persons holding Noteholder Claims, including the Trustee.

          “Insolvency or Liquidation Proceeding” shall mean (a) any voluntary or involuntary case or proceeding under any Bankruptcy Law with respect to any Grantor, (b) any other voluntary or involuntary insolvency, reorganization or bankruptcy case or proceeding, or any receivership, liquidation, reorganization or other similar case or proceeding with respect to any Grantor or with respect to any of its assets, (c) any liquidation, dissolution, reorganization or winding up of any Grantor whether voluntary or involuntary and whether or not involving insolvency or bankruptcy or (d) any assignment for the benefit of creditors or any other marshalling of assets and liabilities of any Grantor.

          “Lien” shall mean any lien, security interest or other charge or encumbrance of any kind, or any other type of preferential arrangement, including, without limitation, the lien or retained security title of a conditional vendor.

          “Noteholder Claims” shall mean all Obligations in respect of the Notes or arising under the Noteholder Documents or any of them, including all fees and expenses of the Trustee thereunder.

          “Noteholder Collateral” shall mean all of the assets of any Grantor, whether real, personal or mixed, with respect to which a Lien is granted as security for any Noteholder Claim pursuant to the Noteholder Collateral Documents.

          “Noteholder Collateral Documents” shall mean the Noteholder Security Agreement and any other security agreement, assignment or other agreement, document or instrument pursuant to which a Lien is granted by any Grantor or other Person to secure any Noteholder Claims or under which rights or remedies with respect to any such Lien are governed.

          “Noteholder Documents” shall mean (a) the Notes Indenture, the Notes, the Noteholder Collateral Documents and (b) any other related document or instrument executed and

delivered pursuant to any Noteholder Document described in clause (a) above evidencing or governing any Obligations thereunder.

          “Noteholder Security Agreement” shall mean the Security Agreement dated as of December 15, 2006, among the Company, the other Grantors and the Trustee.

          “Notes” shall mean (a) the initial $100 million in aggregate principal amount of second-priority senior secured notes due December 15, 2012 issued pursuant to the Notes Indenture, and (b) any additional notes issued under the Notes Indenture by the Company.

          “Notes Indenture” shall have the meaning set forth in the recitals.

          “Obligations” shall mean, with respect to any Person, any payment, performance or other obligations of such Person of any kind, including, without limitation, any liability of such Person on any claim, whether or not the right of any creditor to payment in respect of such claim is reduced to judgment, liquidated, unliquidated, fixed, contingent, matured, disputed, undisputed, legal, equitable, secured or unsecured, and whether or not such claim is discharged, stayed or otherwise affected by any Insolvency or Liquidation Proceeding. Without limiting the generality of the foregoing, the Obligations of any Grantor under any Senior Lender Document or Noteholder Document include (a) the obligations to pay principal, interest (including interest accrued on or accruing after the commencement of any Insolvency or Liquidation Proceeding, whether or not a claim for post-filing interest is allowed in such proceeding), letter of credit commissions (if applicable), charges, expenses, fees, attorneys’ fees and disbursements, indemnities and other amounts payable by such Grantor to reimburse any amount in respect of any of the foregoing that any Senior Lender or Indenture Secured Party, in its sole discretion, many elect to pay or advance on behalf of such Grantor.

          “Officers’ Certificate” shall have the meaning set forth in the Notes Indenture.

          “Person” shall mean an individual, partnership, corporation (including a business trust), limited liability company, joint stock company, trust, unincorporated association, joint venture or other entity, or a government or any political subdivision or agency thereof.

          “Pledged Collateral” shall mean the Common Collateral in the possession of the First-Lien Agent (or its agents or bailees), to the extent that possession thereof perfects a Lien thereon under the Uniform Commercial Code.

          “Required Lenders” shall mean, with respect to any Credit Agreement, those Senior Lenders the approval of which is required to approve an amendment or modification of, termination or waiver of any provision of or consent to any departure from such Credit Agreement (or would be required to effect such consent under this Agreement if such consent were treated as an amendment of the Credit Agreement).

          “Second Lien Option Period” means the period (x) commencing on the earliest to occur of (i) the date of the commencement of an Insolvency or Liquidation Proceeding of any Grantor, or (ii) the date on which any holder of the Notes receives notice of: (1) the acceleration of the Obligations in respect of the First-Lien Indebtedness based on an Event of Default under the Senior Lender Documents, (2) a motion seeking to sell substantially all of the assets of the

Loan Parties under section 363 of the Bankruptcy Code; or (3) the commencement of any action taken by the First-Lien Agent to foreclose on all or a material portion of the Common Collateral, and (y) ending on the date which is thirty (30) Business Days thereafter.

          “Second-Priority Agent” shall mean the Trustee as agent for the Indenture Secured Parties.

          “Second-Priority Designated Agent” shall mean such agent or trustee as is designated “Second-Priority Designated Agent” by the Indenture Secured Parties holding a majority in principal amount of the Noteholder Claims then outstanding; it being understood that as of the date of this agreement and for so long as any Noteholder Claims remain outstanding, the Trustee shall be so designated Second-Priority Designated Agent.

          “Second-Priority Lien” shall mean any Lien on any assets of the Company or any other Grantor securing any Noteholder Claims.

          “Second-Priority Lien Enforcement Period” means any period beginning on the date which is 135 days after the occurrence of (i) an Event of Default under the Notes Indenture and (ii) the First-Lien Agent’s receipt of written notice from the Second-Priority Agent or any holder of the Notes certifying that (x) an Event of Default under the Notes Indenture has occurred and is continuing and (y) the Notes are currently due and payable in full (whether as a result of acceleration thereof or otherwise) in accordance with the terms of the Notes Indenture and ending on the date the Notes are repaid in full or the acceleration of the Notes is rescinded in accordance with the terms of the Notes Indenture; provided that the Second Lien Enforcement Period shall be suspended (1) at any time the First-Lien Agent or the Senior Lenders have commenced and are diligently pursuing in good faith the exercise of their default or enforcement rights or remedies against, or diligently attempting in good faith to vacate any stay of enforcement of their Liens on, all or a material portion of the Common Collateral.

          “Securities Account” shall have the meaning set forth in the Uniform Commercial Code.

          “Senior Collateral Documents” shall mean the portions of the Credit Agreement, and any other security agreement, mortgage or other agreement, document or instrument, pursuant to which a Lien is now or hereafter granted securing any Senior Lender Claims or under which rights or remedies with respect to such Liens are at any time governed.

          “Senior Lender Claims” shall mean all First-Lien Indebtedness outstanding. Senior Lender Claims shall include all interest and expenses accrued or accruing (or that would, absent the commencement of an Insolvency or Liquidation Proceeding, accrue) after the commencement of an Insolvency or Liquidation Proceeding in accordance with and at the rate specified in the relevant Senior Lender Document whether or not the claim for such interest or expenses is allowed or allowable as a claim in such Insolvency or Liquidation Proceeding.

          “Senior Lender Collateral” shall mean all of the assets of any Grantor, whether real, personal or mixed, with respect to which a Lien is granted as security for any Senior Lender Claim.

          “Senior Lender Documents” shall mean the Credit Agreement, the Senior Collateral Documents and each of the other agreements, documents and instruments providing for, evidencing or securing any Obligation under the Credit Agreement and any other related document or instrument executed or delivered pursuant to any Senior Lender Document at any time or otherwise evidencing or securing any Indebtedness arising under any Senior Lender Document.

          “Senior Lenders” shall mean the Persons holding Senior Lender Claims.

          “Subsidiary” shall mean any “Subsidiary” of the Company as defined in the Credit Agreement.

          “Trustee” shall mean Wells Fargo Bank, National Association, in its capacity as trustee under the Notes Indenture and collateral agent under the Noteholder Collateral Documents, and its permitted successors.

          “Uniform Commercial Code” or “UCC” shall mean the Uniform Commercial Code as from time to time in effect in the State of New York.

          1.2. Terms Generally. The definitions of terms herein shall apply equally to the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “include,” “includes” and “including” shall be deemed to be followed by the phrase “without limitation”. The word “will” shall be construed to have the same meaning and effect as the word “shall”. Unless the context requires otherwise (a) any definition of or reference to any agreement, instrument or other document herein shall be construed as referring to such agreement, instrument or other document as from time to time amended, supplemented or otherwise modified in accordance with this Agreement, (b) any reference herein to any Person shall be construed to include such Person’s successors and assigns, (c) the words “herein,” “hereof” and “hereunder,” and words of similar import, shall be construed to refer to this Agreement in its entirety and not to any particular provision hereof, (d) all references herein to Sections shall be construed to refer to Sections of this Agreement and (e) the words “asset” and “property” shall be construed to have the same meaning and effect and to refer to any and all tangible and intangible assets and properties, including cash, securities, accounts and contract rights.

Section 2. Lien Priorities.

          2.1. Subordination of Liens. Notwithstanding the date, time, manner or order of filing or recordation of any document or instrument or grant, attachment or perfection of any Liens granted to the Indenture Secured Parties on the Common Collateral or of any Liens granted to the First-Lien Agent or the Senior Lenders on the Common Collateral and notwithstanding any provision of the UCC, or any applicable law or the Noteholder Collateral Documents or the Senior Lender Documents or any other circumstance whatsoever, each Second-Priority Agent, on behalf of itself and each Indenture Secured Party, hereby agrees that: (a) any Lien on the Common Collateral securing any Senior Lender Claims now or hereafter held (or purported to be held) by or on behalf of the First-Lien Agent or any Senior Lenders or any agent or trustee therefor regardless of how acquired, whether by grant, statute, operation of law, subrogation or

otherwise (whether perfected or unperfected), shall have priority over and be senior in all respects and prior to any Lien on the Common Collateral securing any Noteholder Claims and (b) any Lien on the Common Collateral (whether perfected or unperfected) securing (or purported to be securing) any Noteholder Claims now or hereafter held by or on behalf of the Trustee or any Indenture Secured Parties or any agent or trustee therefor regardless of how acquired, whether by grant, statute, operation of law, subrogation or otherwise, shall be junior and subordinate in all respects to all Liens on the Common Collateral securing any Senior Lender Claims. All Liens on the Common Collateral securing any Senior Lender Claims shall be and remain senior in all respects and prior to all Liens on the Common Collateral securing any Noteholder Claims for all purposes, whether or not such Liens securing any Senior Lender Claims are subordinated to any Lien securing any other obligation of the Company, any other Grantor or any other Person.

          2.2. Prohibition on Contesting Liens. Each Second-Priority Agent, for itself and on behalf of each Indenture Secured Party, and the First-Lien Agent, for itself and on behalf of each Senior Lender, agrees that it shall not (and hereby waives any right to) contest or support any other Person in contesting, in any proceeding (including any Insolvency or Liquidation Proceeding), the validity, perfection, priority, validity or enforceability of (a) a Lien securing any Senior Lender Claims held (or purported to be held) by or on behalf of the First-Lien Agent or any of the Senior Lenders or any agent or trustee therefor in any Senior Lender Collateral or (b) a Lien securing any Noteholder Claims held (or purported to be held) by or on behalf of any Indenture Secured Party in the Common Collateral, as the case may be.

          2.3. No New Liens. So long as the Discharge of Senior Lender Claims has not occurred, the parties hereto agree that, after the date hereof, if any Second-Priority Agent shall hold any Lien on any assets of the Company or any other Grantor securing any Noteholder Claims that are not also subject to the first-priority Lien in respect of the Senior Lender Claims under the Senior Lender Documents, such Second-Priority Agent shall notify the First-Lien Agent promptly upon becoming aware thereof and, upon demand by the First-Lien Agent or the Company, (a) such Second-Priority Agent will assign or release such Lien and the benefits thereof to the First-Lien Agent (and/or its designee) as security for the applicable Senior Lender Claims (in the case of an assignment, each Second-Priority Agent may retain a junior lien on such assets subject to the terms hereof), and (b) the applicable Grantor will grant to the First-Lien Agent, for the benefit of the Senior Lenders, a first-priority Lien on such collateral pursuant to the Senior Collateral Documents.

          2.4. Perfection of Liens. Neither the First-Lien Agent nor the Senior Lenders shall be responsible for perfecting and maintaining the perfection of Liens with respect to the Common Collateral for the benefit of the Second-Priority Agents and the Indenture Secured Parties. The provisions of this Intercreditor Agreement are intended solely to govern the respective Lien priorities as between the Senior Lenders and the Indenture Secured Parties and shall not impose on the First-Lien Agent, any Second-Priority Agent, the Indenture Secured Parties or the Senior Lenders or any agent or trustee therefor any obligations in respect of the disposition of proceeds of any Common Collateral which would conflict with prior perfected claims therein in favor of any other Person or any order or decree of any court or governmental authority or any applicable law.

          Section 3. Enforcement.

          3.1. Exercise of Remedies.

          (a) So long as the Discharge of Senior Lender Claims has not occurred, whether or not any Insolvency or Liquidation Proceeding has been commenced by or against the Company or any other Grantor, (i) no Second-Priority Agent or any Indenture Secured Party will (x) commence any Enforcement Action, (y) contest, protest or object to any Enforcement Action brought with respect to the Common Collateral by the First-Lien Agent or any Senior Lender in respect of the Senior Lender Claims, or (z) object to the forbearance by the Senior Lenders from bringing or pursuing any Enforcement Action and (ii) except as otherwise provided herein, the First-Lien Agent and the Senior Lenders shall have the exclusive right to commence any Enforcement Action and make determinations regarding the release, disposition or restrictions with respect to the Common Collateral without any consultation with or the consent of any Second-Priority Agent or any Indenture Secured Party; provided, however, that (A) each Second-Priority Agent and each Indenture Secured Party may file a proof of claim or take any other action with respect to the Noteholder Claims required in connection with the preservation, validity and establishment of such Claim, including in any Insolvency or Liquidation Proceeding, (B) each Second-Priority Agent and each Indenture Secured Party may take any action (not adverse to the prior Liens on the Common Collateral securing the Senior Lender Claims, or the rights of the First-Lien Agent or the Senior Lenders to exercise remedies in respect thereof) in order to create, preserve or protect its rights in, and the perfection (other than by possession thereof) and priority of its Lien on, the Common Collateral except for the perfection of Liens in any Common Collateral in which the Lien of the First-Lien Agent in respect of the Senior Claims is not perfected, (C) each Second-Priority Agent and each Indenture Secured Party may seek equitable relief (whether by any of injunction, specific performance or otherwise) to enforce its rights under the Noteholder Collateral Documents, provided such action does not adversely affect the Liens securing the Senior Lender Claims or the rights of the First-Lien Agent or the Senior Lenders to exercise their remedies in respect thereof, (D) each Second-Priority Agent and each Indenture Secured Party may take any action against any Person relating to the rights and powers of such Person with respect to the sale or disposition of any Common Collateral (other than a sale in which the Lien of such First-Lien Agent or Indenture Secured Party in such Common Collateral shall be released as provided herein) and (E) each Second-Priority Agent may take any or all actions and exercise any or all rights or remedies permitted under the Noteholder Collateral Documents or applicable law with respect to the Common Collateral during any Second-Priority Lien Enforcement Period which is not suspended. In exercising rights and remedies with respect to the Senior Lender Collateral, the First-Lien Agent and the Senior Lenders may enforce the provisions of the Senior Lender Documents and exercise remedies thereunder, all in such order and in such manner as they may determine in the exercise of their sole discretion. Such exercise and enforcement shall include the rights of an agent appointed by them to sell or otherwise dispose of Common Collateral or other collateral upon foreclosure, to incur expenses in connection with such sale or disposition, and to exercise all the rights and remedies of a secured lender under the Uniform Commercial Code of any applicable jurisdiction and of a secured creditor under Bankruptcy Laws of any applicable jurisdiction.

          (b) So long as the Discharge of Senior Lender Claims has not occurred, except as specifically provided in Section 3.1(a), each Second-Priority Agent, on behalf of itself and each

Indenture Secured Party, agrees that it will not take or receive any Common Collateral or other collateral or any proceeds of Common Collateral or other collateral in connection with the exercise of any right or remedy (including setoff) with respect to any Common Collateral or other collateral in respect of the Noteholder Claims. Without limiting the generality of the foregoing, unless and until the Discharge of Senior Lender Claims has occurred, except as expressly provided in Section 3.1(a), the sole right of the Second-Priority Agents and the Indenture Secured Parties with respect to the Common Collateral or any other collateral is to hold a Lien on the Common Collateral or such other collateral in respect of the Noteholder Claims pursuant to the Noteholder Documents, as applicable, for the period and to the extent granted therein and to receive a share of the proceeds thereof, if any, after the Discharge of Senior Lender Claims has occurred.

          (c) Each Second-Priority Agent, for itself and on behalf of each Indenture Secured Party, agrees that no Second-Priority Agent or Indenture Secured Party will take any action that would hinder any exercise of remedies undertaken by the First-Lien Agent or the Senior Lenders with respect to the Common Collateral or any other collateral under the Senior Loan Documents, including any sale, lease, exchange, transfer or other disposition of the Common Collateral or such other collateral, whether by foreclosure or otherwise, and (ii) each Second-Priority Agent, for itself and on behalf of each Indenture Secured Party, hereby waives any and all rights it or any Indenture Secured Party may have as a junior lien creditor or otherwise to object to the manner in which the First-Lien Agent or the Senior Lenders seek to enforce or collect the Senior Lender Claims or the Liens granted in any of the Senior Lender Collateral.

          (d) Each Second-Priority Agent hereby acknowledges and agrees that no covenant, agreement or restriction contained in any Noteholder Document shall be deemed to restrict in any way the rights and remedies of the First-Lien Agent or the Senior Lenders with respect to the Senior Lender Collateral as set forth in this Agreement and the Senior Lender Documents.

          3.2. Cooperation. Subject to Section 3.1(a), each Second-Priority Agent, on behalf of itself and each Indenture Secured Party, agrees that, unless and until the Discharge of Senior Lender Claims has occurred, it will not commence, or join with any Person (other than the Senior Lenders and the First-Lien Agent upon the request thereof) in commencing, any enforcement, collection, execution, levy or foreclosure action or proceeding with respect to any Lien held by it in the Common Collateral or any other collateral under any of the applicable Noteholder Documents or otherwise in respect of the Noteholder Claims.

          Section 4. Payments.

          4.1. Application of Proceeds. So long as the Discharge of Senior Lender Claims has not occurred, the Common Collateral and any other collateral in respect of the Noteholder Claims or proceeds thereof received in connection with the sale or other disposition of, or collection on, such Common Collateral or other collateral upon the exercise of remedies, shall be applied by the First-Lien Agent to the Senior Lender Claims in such order as specified in the relevant Senior Lender Documents until the Discharge of Senior Lender Claims has occurred. Upon the Discharge of Senior Lender Claims, subject to Section 5.7 hereof, the First-Lien Agent

shall deliver promptly to the Second-Priority Designated Agent any Common Collateral or proceeds thereof held by it in the same form as received, with any necessary endorsements or as a court of competent jurisdiction may otherwise direct to be applied by the Second-Priority Designated Agent ratably to the Noteholder Claims in such order as specified in the Noteholder Documents.

          4.2. Payments Over. Any Common Collateral or other collateral in respect of the Noteholder Claims or proceeds thereof received by any Second-Priority Agent in connection with the exercise of any right or remedy (including setoff) relating to the Common Collateral or such other collateral prior to the Discharge of Senior Lender Claims shall be segregated and held in trust for the benefit of and forthwith paid over to the First-Lien Agent (and/or its designees) for the benefit of the Senior Lenders in the same form as received, with any necessary endorsements or as a court of competent jurisdiction may otherwise direct. The First-Lien Agent is hereby authorized to make any such endorsements as agent for any Second-Priority Agent or any Indenture Secured Party. This authorization is coupled with an interest and is irrevocable.

          Section 5. Other Agreements.

          5.1. Releases.

          (a) (i) (A) If, at any time any Grantor or the holder of any Senior Lender Claim delivers notice to the Second-Priority Agent that (A) any specified Common Collateral (including all or substantially all of the equity interests of a Grantor or any of its Subsidiaries) (including for such purpose, in the case of the sale of equity interests in any Subsidiary, any Common Collateral held by such Subsidiary or any direct or indirect Subsidiary thereof) is sold, transferred or otherwise disposed of by the owner of such Common Collateral in a transaction permitted under the Credit Agreement and the Notes Indenture; or

then (except if any Insolvency or Liquidation Proceeding is pending at the time and the First-Lien Agent is subject to a stay of any Enforcement Action) the Liens in favor of the Indenture Secured Parties upon such Collateral will automatically be released and discharged, provided, in the case of clause (B) above, as and when, but only to the extent, such Liens on such Collateral securing Senior Lender Claims are released and discharged.

     (ii) If at any time the Company delivers a written notice to each Second-Priority Agent in accordance with the Notes Indenture that a Grantor which is a Guarantor under the Notes Indenture has been released from the Guaranty under the

Notes Indenture in accordance with the terms thereof and that the Common Collateral granted by such Grantor as well as the equity interests of such Grantor which constitute Common Collateral and which in each case are subject to a lien in favor of such Second-Priority Agent pursuant to the Noteholder Collateral Documents should be released therefrom pursuant to this Section 5.1(a), then (except if any Insolvency or Liquidation Proceeding is pending at the time and the First-Lien Agent is subject to a stay of any Enforcement Action) the Liens in favor of the Indenture Secured Parties upon such Collateral will automatically be released and discharged as and when such Grantor has been released from such Guaranty and such Liens on such Collateral securing Senior Lender Claims are released and discharged.

     (iii) If at any time the First-Lien Agent delivers a written notice to each Second-Priority Agent in accordance with the terms hereof that any Common Collateral has been sold pursuant to an Enforcement Action and pursuant to which, the Liens on such Common Collateral securing Senior Lender Claims are released and discharged and the proceeds thereof are applied to pay Senior Lender Claims (with any excess proceeds being applied to pay Noteholder Priority Claims or to be part of the Noteholder Collateral) and that the Liens of such Second-Priority Agent on such Common Collateral should be released therefrom pursuant to this Section 5.1(a), then (except if any Insolvency or Liquidation Proceeding is pending at the time and the First-Lien Agent is subject to a stay of any Enforcement Action) the Liens in favor of the Indenture Secured Parties upon such Collateral will automatically be released and discharged upon the consummation of such sale, provided, however, if such sale is to one or more of the Senior Lenders, such Liens shall not be released until such Common Collateral is sold or otherwise disposed of to any Person or Persons who is not a Senior Lender.

     (iv) Upon the sale of any Common Collateral pursuant to an order of a bankruptcy court having competent jurisdiction, which approves such sale free and cle