INTERCREDITOR AGREEMENT

Intercreditor Agreement

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PROTECTION ONE INC | BEAR STEARNS CORPORATE LENDING INC. | WELLS FARGO BANK, N.A., | PROTECTION ONE ALARM MONITORING, INC

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Title: INTERCREDITOR AGREEMENT
Governing Law: New York Date: 4/6/2007

INTERCREDITOR AGREEMENT
, Parties: protection one inc , bear stearns corporate lending inc. , wells fargo bank n.a. , protection one alarm monitoring inc

Exhibit 10.4

EXECUTION

INTERCREDITOR AGREEMENT

This INTERCREDITOR AGREEMENT ( “Agreement” ), is dated as of April 2, 2007, and entered into by and among BEAR STEARNS CORPORATE LENDING INC. ( “BSCL” ), in its capacity as administrative agent for the First Lien Obligations (as defined below) (and including its successors and assigns from time to time, the “First Lien Agent” ), WELLS FARGO BANK, N.A. , in its capacity as trustee for the Second Lien Obligations (as defined below) (and including its successors and assigns from time to time, the “Second Lien Trustee” ), PROTECTION ONE ALARM MONITORING, INC., a Delaware corporation (the “Company” ), and PROTECTION ONE, INC. ( “Holdings” ) . Capitalized terms used in this Agreement have the meanings set forth in Section 1 below.

RECITALS

The Company, Holdings, the lenders and agents party thereto, BEAR, STEARNS & CO. INC. ( “Bear Stearns” ), as sole lead arranger and sole bookrunner, Bear Stearns and LEHMAN BROTHERS INC. ( “Lehman Brothers” ), as initial joint lead arrangers and initial joint bookrunners, and BSCL, as First Lien Agent, entered into that certain Amended and Restated Credit Agreement, dated as of April 26, 2006, providing for a revolving credit facility and term loan (as amended by that certain Amendment to Amended and Restated Credit Agreement, dated as of the date hereof, among the Company, Holdings, the lenders and agents party thereto, Bear Stearns, Lehman Brothers and BSCL, and as further amended, restated, supplemented, modified, replaced or refinanced from time to time, the “First Lien Credit Agreement” );

The Company, Holdings , the lenders and agents party thereto, and Wells Fargo Bank, N.A., as Second Lien Trustee, have entered into that certain Indenture, dated as of the date hereof, providing for 12% second lien notes (as amended, restated, supplemented, modified, replaced or refinanced from time to time, the “Second Lien Indenture” );

Pursuant to (i) that certain First Lien Guarantee, dated as of April 18, 2005, Holdings guaranteed the First Lien Obligations (the “First Lien Holdings Guarantee” ) and each domestic subsidiary of the Company (such domestic subsidiaries of the Company, the “Original Subsidiary Guarantors” ) guaranteed the First Lien Obligations (the “First Lien Original Subsidiary Guarantee” ), (ii) that certain Assumption Agreement, dated as of the date hereof, Integrated Alarm Services Group Inc. ( “IASG” ), and each domestic subsidiary of IASG (the “IASG Entities” and, together with the Original Subsidiary Guarantors, the “Subsidiary Guarantors” ) have agreed to guarantee the First Lien Obligations (the “First Lien IASG Guarantee” and, together with the First Lien Original Subsidiary Guarantee, the “First Lien Subsidiary Guarantee” ), and (iii) that certain Second Lien Guarantee dated as of the date hereof, Holdings has agreed to guarantee the Second Lien Obligations (the “Second Lien Holdings Guarantee” ) and the Subsidiary Guarantors have agreed to guarantee the Second Lien Obligations (the “Second Lien Subsidiary Guarantee” );

The obligations of the Company under the First Lien Credit Agreement and any Specified Hedge Agreements with any Qualified Counterparty, the obligations of Holdings under the First Lien Holdings Guarantee and the obligations of each of the Subsidiary Guarantors under its First Lien Subsidiary Guarantee are secured on a first priority basis by liens on substantially all the assets of the Company, Holdings and the Subsidiary Guarantors, respectively, pursuant to the terms of the First Lien Collateral Documents;

The obligations of the Company under the Second Lien Indenture, the obligations of Holdings under the Second Lien Holdings Guarantee and the obligations of each of the Subsidiary Guarantors under its Second Lien Subsidiary Guarantee will be secured on a second priority basis by liens on substantially all the assets of the Company, Holdings and the Subsidiary Guarantors, respectively, pursuant to the terms of the Second Lien Collateral Documents;

The First Lien Loan Documents and the Second Lien Documents provide, among other things, that the parties thereto shall set forth in this Agreement their respective rights and remedies with respect to the Collateral; and

In order to induce the First Lien Agent and the First Lien Claimholders to consent to the Grantors incurring the Second Lien Obligations, the Second Lien Trustee on behalf of the Second Lien Claimholders has agreed to the intercreditor and other provisions set forth in this Agreement.

AGREEMENT

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

SECTION 1. Definitions.

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

“Affiliate” shall mean, as to any Person, any other Person that, directly or indirectly, is in control of, is controlled by, or is under common control with, such Person. For purposes of this definition, “control” of a Person means the power, directly or indirectly, either to (a) vote 10% or more of the securities having ordinary voting power for the election of directors (or persons performing similar functions) of such Person or (b) direct or cause the direction of the management and policies of such Person, whether by contract or otherwise.

“Agreement” shall mean this Intercreditor Agreement, as amended, restated, renewed, extended, supplemented or otherwise modified from time to time.

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

“Bankruptcy Law” shall mean the Bankruptcy Code and any similar federal, state or foreign law for the relief of debtors.

“Bear Stearns” shall have the meaning set forth in the Recitals to this Agreement.

“BSCL” shall have the meaning set forth in the Preamble to this Agreement.

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

“Cap Amount” shall have the meaning set forth in the definition of “First Lien Obligation.”

“Collateral” shall mean all property of the Grantors, now owned or hereafter acquired, constituting both First Lien Collateral and Second Lien Collateral.

“Company” shall have the meaning set forth in the Recitals to this Agreement.

“Comparable Second Lien Collateral Document” shall mean, in relation to any Collateral subject to any Lien created under any First Lien Collateral Document, the Second Lien Document which creates a Lien on the same Collateral, granted by the same Grantor.

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

“Discharge of First Lien Obligations” shall mean, except to the extent otherwise expressly provided in Section 5.5:

(a) payment in full in cash of the principal of and interest (including interest accruing on or after the commencement of any Insolvency or Liquidation Proceeding, whether or not such interest would be an allowed claim in such Insolvency or Liquidation Proceeding), on all Indebtedness outstanding under the First Lien Loan Documents and constituting First Lien Obligations;

(b) payment in full in cash of all other First Lien Obligations that are due and payable or otherwise accrued and owing at or prior to the time such principal and interest are paid;

(c) termination or expiration of all commitments, if any, of all First Lien Lenders to extend credit that would constitute First Lien Obligations; and

(d) termination, back-stopping or cash collateralization (in an amount equal to 102% of the aggregate face amount) of all letters of credit issued under the First Lien Loan Documents and constituting First Lien Obligations.

“Disposition” shall have the meaning set forth in Section 5.1(a)(2).

“Exigent Circumstances” shall mean (a) the commencement of an Insolvency or Liquidation Proceeding by or against any or all of the Grantors, (b) the acceleration (other than by the First Lien Claimholders) of Indebtedness of a Grantor having an aggregate principal amount of at least $15,000,000, (c) an exercise by any Person (other than the First Lien Claimholders) of enforcement rights or remedies with respect to any Collateral or (d) any other event or circumstance that the First Lien Agent or the other First Lien Claimholders believes, in its or their sole discretion, could materially and imminently threaten its or their ability to realize upon Collateral, including fraudulent removal, concealment or abscondment thereof, or destruction or material waste thereof.

“First Lien Agent” shall have the meaning set forth in the Preamble to this Agreement.

“First Lien Claimholders” shall mean, at any relevant time, the holders of First Lien Obligations at that time, including the First Lien Lenders, the First Lien Agent and the other agents under the First Lien Loan Documents and the First Lien Qualified Counterparties.

“First Lien Collateral” shall mean all property of the Grantors, now owned or hereafter acquired, upon which a Lien is purported to be created by any First Lien Collateral Document.

“First Lien Collateral Documents” shall mean the Collateral Documents (as defined in the First Lien Credit Agreement) and any other agreement, document or instrument pursuant to which a Lien is granted securing any First Lien Obligations or under which such Lien is perfected or rights or remedies with respect to such Liens are governed.

“First Lien Credit Agreement” shall have the meaning set forth in the Recitals to this Agreement.

“First Lien Holdings Guarantee” shall have the meaning set forth in the Recitals to this Agreement.

“First Lien IASG Guarantee” shall have the meaning set forth in the Recitals to this Agreement.

“First Lien Lenders” shall mean the “Lenders” under and as defined in the First Lien Loan Documents.

“First Lien Loan Documents” shall mean the First Lien Credit Agreement and the other Loan Documents (as defined in the First Lien Credit Agreement) and each of the other agreements, documents and instruments providing for or evidencing any other

First Lien Obligation, and any other document or instrument executed or delivered at any time in connection with any First Lien Obligations, including any intercreditor or joinder agreement among holders of First Lien Obligations, in each case as each may be amended, replaced, restated, supplemented, modified, renewed or extended from time to time in accordance with the provisions of this Agreement.

“First Lien Mortgages” shall mean a collective reference to each mortgage, deed of trust and other document or instrument under which any Lien on real property owned by any Grantor is granted to secure any First Lien Obligations or under which rights or remedies with respect to any such Liens are governed.

“First Lien Obligations” shall mean, subject to the next sentence, all Obligations outstanding under the First Lien Credit Agreement and the other First Lien Loan Documents, including:

(a) Specified Hedge Agreements entered into with any First Lien Qualified Counterparties; plus

(b) other additional Obligations designated by the Company and the First Lien Agent as “Obligations” under the First Lien Loan Documents. “First Lien Obligations” shall include all interest accrued or accruing (or which would, absent commencement of an Insolvency or Liquidation Proceeding, accrue) after commencement of an Insolvency or Liquidation Proceeding in accordance with the rate specified in the relevant First Lien Loan Document whether or not the claim for such interest is allowed as a claim in such Insolvency or Liquidation Proceeding. To the extent any payment with respect to the First Lien Obligations (whether by or on behalf of any Grantor, as proceeds of security, enforcement of any right of set off or otherwise) is declared to be fraudulent or preferential in any respect, set aside or required to be paid to a debtor in possession, trustee, receiver or similar person, then the obligation or part thereof originally intended to be satisfied shall be deemed to be reinstated and outstanding as if such payment had not occurred.

Notwithstanding the foregoing, unless otherwise agreed to by the Second Lien Claimholders whose consent is so required under the Second Lien Documents, if the sum of: (1) Indebtedness constituting principal outstanding under the First Lien Credit Agreement and the other First Lien Documents; plus (2) the aggregate face amount of any letters of credit issued but not reimbursed under the First Lien Credit Agreement, is in excess of $375,000,000 in the aggregate (the “Cap Amount” ), then only that portion of such Indebtedness and such aggregate face amount of letters of credit equal to the Cap Amount shall be included in First Lien Obligations and interest and reimbursement obligations with respect to such Indebtedness and letters of credit shall only constitute First Lien Obligations to the extent related to Indebtedness and face amounts of letters of credit included in the First Lien Obligations.

“First Lien Obligations Amount” shall have the meaning set forth in Section 5.1(e).

“First Lien Original Subsidiary Guarantee” shall have the meaning set forth in the Recitals to this Agreement.

“First Lien Subsidiary Guarantee” shall have the meaning set forth in the Recitals to this Agreement.

“Governmental Authority” shall mean any nation or government, any state or other political subdivision thereof, any agency, authority, instrumentality, regulatory body, court, central bank or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative functions of or pertaining to government, any securities exchange and any self-regulatory organization (including the National Association of Insurance Commissioners).

“Grantors” shall mean the Company, Holdings, each of the Subsidiary Guarantors and each other Person that has or may from time to time hereafter execute and deliver a First Lien Collateral Document or a Second Lien Collateral Document as a
“grantor” or “pledgor” (or the equivalent thereof).

“Hedge Agreements” shall mean any agreement with respect to any swap, forward, future or derivative transaction or option or similar agreement involving, or settled by reference to, one or more rates, currencies, commodities, equity or debt instruments or securities, or economic, financial or pricing indices or measures of economic, financial or pricing risk or value or any similar transaction or any combination of these transactions; provided that no phantom stock, option or similar plan providing for payments only on account of services provided by current or former directors, officers, employees or consultants of the Company or the Subsidiaries shall be a Hedge Agreement.

“Holdings” shall have the meaning set forth in the Recitals to this Agreement.

“IASG” shall have the meaning set forth in the Recitals to this Agreement.

“IASG Entities” shall have the meaning set forth in the Recitals to this Agreement.

“Indebtedness” shall mean and includes all Obligations that constitute “Indebtedness” within the meaning of the First Lien Credit Agreement or the Second Lien Indenture, as applicable.

“Insolvency or Liquidation Proceeding” shall mean:

(a) any voluntary or involuntary case or proceeding under the Bankruptcy Code 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 a material portion of any Grantor’s 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.

“Lehman Brothers” shall have the meaning set forth in the Recitals to this Agreement.

“Lien” shall mean any mortgage, pledge, hypothecation, assignment, deposit arrangement, encumbrance, lien (statutory or other), charge or other security interest or any preference, priority or other security agreement or preferential arrangement with respect to property of any kind or nature whatsoever (including any conditional sale or other title retention agreement and any capital lease having substantially the same economic effect as any of the foregoing).

“Lien Enforcement Action” shall have the meaning set forth in Section 3.1(a).

“New Agent” shall have the meaning set forth in Section 5.5.

“New First Lien Debt Notice” shall have the meaning set forth in Section 5.5.

“Obligations” shall mean all obligations of every nature of each Grantor from time to time owed to any agent or trustee, the First Lien Claimholders, the Second Lien Claimholders or any of them or their respective Affiliates under the First Lien Loan Documents, the Second Lien Documents or Specified Hedge Agreements, whether for principal, interest or payments for early termination of Specified Hedge Agreements, reimbursement obligations, fees, expenses, indemnification or otherwise and all guarantees of any of the foregoing.

“Option Event” shall mean (a) the acceleration of the maturity of the First Lien Obligations or (b) the taking of action by the First Lien Claimholders to sell or foreclose upon all or substantially all of the Collateral.

“Original Subsidiary Guarantors” shall have the meaning set forth in the Recitals to this Agreement.

“Person” shall mean an individual, partnership, corporation, limited liability company, business trust, joint stock company, trust, unincorporated association, joint venture, Governmental Authority or other entity of whatever nature.

“Pledged Collateral” shall have the meaning set forth in Section 5.4.

“Qualified Counterparty” shall mean, with respect to any Specified Hedge Agreement, any counterparty thereto that, at the time such Specified Hedge Agreement was

entered into, was a First Lien Lender, an Agent under and as defined in the First Lien Credit Agreement or an Affiliate of a First Lien Lender or such an Agent.

“Recovery” shall have the meaning set forth in Section 6.5.

“Refinance” shall mean, in respect of any Indebtedness, to refinance, extend, renew, defease, amend, modify, supplement, restructure, replace, refund or repay, or to issue other Indebtedness, in exchange or replacement for, such Indebtedness in whole or in part. “Refinanced” and “Refinancing” shall have correlative meanings.

“Second Lien Claimholders” shall mean, at any relevant time, the holders of Second Lien Obligations at that time, including the Second Lien Holders, the Second Lien Trustee and any other agents under the Second Lien Documents and the Second Lien Qualified Counterparties.

“Second Lien Collateral” shall mean all property of the Grantors, now owned or hereafter acquired, upon which a Lien is purported to be created by any Second Lien Collateral Document.

“Second Lien Collateral Documents” shall mean the Collateral Documents (as defined in the Second Lien Indenture) and any other agreement, document or instrument pursuant to which a Lien is granted securing any Second Lien Obligations or under which such Lien is perfected or rights or remedies with respect to such Liens are governed.

“Second Lien Documents” shall mean the Second Lien Indenture and the other Second Priority Documents (as defined in the Second Lien Indenture) and each of the other agreements, documents and instruments providing for or evidencing any other Second Lien Obligation, and any other document or instrument executed or delivered at any time in connection with any Second Lien Obligations, including any intercreditor or joinder agreement among holders of Second Lien Obligations to the extent such are effective at the relevant time, as each may be amended, replaced, restated, supplemented, modified, renewed or extended from time to time in accordance with the provisions of this Agreement.

“Second Lien Holders” shall mean the “Holders” under and as defined in the Second Lien Indenture.

“Second Lien Holdings Guarantee” shall have the meaning set forth in the Recitals to this Agreement.

“Second Lien Indenture” shall have the meaning set forth in the Recitals to this Agreement.

“Second Lien Mortgages” shall mean a collective reference to each mortgage, deed of trust and any other document or instrument under which any Lien on real property owned by any Grantor is granted to secure any Second Lien Obligations or under which rights or remedies with respect to any such Liens are governed.

“Second Lien Obligations” shall mean all Obligations outstanding under the Second Lien Indenture and the other Second Lien Documents. “Second Lien Obligations” shall include all interest accrued or accruing (or which would, absent commencement of an Insolvency or Liquidation Proceeding, accrue) after commencement of an Insolvency or Liquidation Proceeding in accordance with the rate specified in the relevant Second Lien Document whether or not the claim for such interest is allowed as a claim in such Insolvency or Liquidation Proceeding. To the extent any payment with respect to the Second Lien Obligations (whether by or on behalf of any Grantor, as proceeds of security, enforcement of any right of set off or otherwise) is declared to be fraudulent or preferential in any respect, set aside or required to be paid to a debtor in possession, trustee, receiver or similar person, then the obligation or part thereof originally intended to be satisfied shall be deemed to be reinstated and outstanding as if such payment had not occurred.

“Second Lien Obligations Amount” shall have the meaning set forth in Section 5.1(e).

“Second Lien Subsidiary Guarantee” shall have the meaning set forth in the Recitals to this Agreement.

“Second Lien Trustee” shall have the meaning set forth in the Preamble to this Agreement.

“Specified Hedge Agreement” shall mean any Hedge Agreement (a) entered into by (i) the Company or any of its Subsidiaries and (ii) any Qualified Counterparty and (b) that has been designated by such Qualified Counterparty and the Company, by notice to the First Lien Agent, as a Specified Hedge Agreement.

“Standstill Period” shall have the meaning set forth in Section 3.1.

“Subsidiary” shall mean, as to any Person, a corporation, partnership, limited liability company or other entity of which shares of stock or other ownership interests having ordinary voting power (other than stock or such other ownership interests having such power only by reason of the happening of a contingency) to elect a majority of the board of directors or other managers of such corporation, partnership or other entity are at the time owned, or the management of which is otherwise controlled, directly or indirectly through one or more intermediaries, or both, by such Person. Unless otherwise qualified, all references to a “Subsidiary” or to “Subsidiaries” in this Agreement shall refer to a Subsidiary or Subsidiaries of Holdings.

“Subsidiary Guarantors” shall have the meaning set forth in the Recitals to this Agreement.

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

1.2 Terms Generally. The definitions of terms in this Agreement shall apply equally to the singular and plural forms of the terms defined. Whenever the context

may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “include,” “includes” and “including” shall be deemed to be followed by the phrase “without limitation.” The word “will” shall be construed to have the same meaning and effect as the word “shall.” Unless the context requires otherwise:

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

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

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

(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 Relative Priorities. Notwithstanding the date, time, method, manner or order of grant, attachment or perfection of any Liens securing the Second Lien Obligations granted on the Collateral or of any Liens securing the First Lien Obligations granted on the Collateral and notwithstanding any provision of the UCC, or any other applicable law or the Second Lien Documents or any defect or deficiencies in, or failure to perfect, the Liens securing the First Lien Obligations or any other circumstance whatsoever, the Second Lien Trustee, on behalf of itself and the Second Lien Claimholders, hereby agrees that:

(a) any Lien on the Collateral securing any First Lien Obligations now or hereafter held by or on behalf of the First Lien Agent or any First Lien Claimholders or any agent or trustee therefor, regardless of how acquired, whether by grant, possession, statute, operation of law, subrogation or otherwise, shall be senior in all respects and prior to any Lien on the Collateral securing any Second Lien Obligations;

(b) any Lien on the Collateral securing any Second Lien Obligations now or hereafter held by or on behalf of the Second Lien Trustee, any Second Lien Claimholders or any agent or trustee therefor regardless of how acquired, whether by grant, possession, statute, operation of law, subrogation or otherwise, shall be junior and subordinate in all respects to all Liens on the Collateral securing any First Lien Obligations; and

(c) all Liens on the Collateral securing any First Lien Obligations shall be and remain senior in all respects and prior to all Liens on the Collateral securing any Second Lien Obligations for all purposes, whether or not such Liens securing any First Lien Obligations 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 of the Second Lien Trustee, for itself and on behalf of each Second Lien Claimholder, and the First Lien Agent, for itself and on behalf of each First Lien Claimholder, agrees that it will not (and hereby waives any right to) contest or support any other Person in contesting, in any proceeding (including any Insolvency or Liquidation Proceeding), the priority, perfection, validity or enforceability of a Lien held by or on behalf of any of the First Lien Claimholders in the First Lien Collateral or by or on behalf of any of the Second Lien Claimholders in the Second Lien Collateral, as the case may be, or the provisions of this Agreement; provided that nothing in this Agreement shall be construed to prevent or impair the rights of the First Lien Agent or any First Lien Claimholder to enforce this Agreement, including the provisions of this Agreement relating to the priority of the Liens securing the First Lien Obligations as provided in Sections 2.1 and 3.1.

2.3 No New Liens. So long as the Discharge of First Lien Obligations has not occurred, whether or not any Insolvency or Liquidation Proceeding has been commenced by or against the Company or any other Grantor, the parties hereto agree that the Company shall not, and shall not permit any other Grantor to:

(a) grant or permit any additional Liens on any asset or property to secure any Second Lien Obligation unless it has granted or concurrently grants a Lien on such asset or property to secure the First Lien Obligations which shall be senior to the Lien securing the Second Lien Obligations as provided in Section 2.1; or

(b) grant or permit any additional Liens on any asset or property to secure any First Lien Obligations unless it has granted or concurrently grants a Lien on such asset or property to secure the Second Lien Obligations which shall be junior to the Lien securing the First Lien Obligations as provided in Section 2.1. To the extent that the foregoing provisions are not complied with for any reason, without limiting any other rights and remedies available to the First Lien Agent and/or the First Lien Claimholders, the Second Lien Trustee, on behalf of Second Lien Claimholders, agrees that any amounts received by or distributed to any of them pursuant to or as a result of Liens granted in contravention of this Section 2.3 shall be subject to Section 4.2.

2.4 Similar Liens and Agreements. The parties hereto agree that it is their intention that the First Lien Collateral and the Second Lien Collateral be identical. In furtherance of the foregoing and of Section 8.9, the parties hereto agree, subject to the other provisions of this Agreement:

(a) upon request by the First Lien Agent or the Second Lien Trustee, to cooperate in good faith (and to direct their counsel to cooperate in good faith) from time to time in order to determine the specific items included in the First Lien Collateral and the

Second Lien Collateral and the steps taken to perfect their respective Liens thereon and the identity of the respective parties obligated under the First Lien Loan Documents and the Second Lien Documents; and

(b) that the documents and agreements creating or evidencing the First Lien Collateral and the Second Lien Collateral and guarantees for the First Lien Obligations and the Second Lien Obligations, subject to Section 5.3(d), shall be in all material respects the same forms of documents other than with respect to the first lien and the second lien nature of the Obligations thereunder.

SECTION 3 . Enforcement .

3.1 Exercise of Remedies.

(a) Until the Discharge of First Lien Obligations has occurred, whether or not any Insolvency or Liquidation Proceeding has been commenced by or against the Company or any other Grantor, the Second Lien Trustee and the Second Lien Claimholders:

(i) will not exercise or seek to exercise any rights or remedies with respect to any Collateral or take possession of, sell or otherwise realize (judicially or non judicially) upon any of the Collateral (including, without limitation, through the notification of account debtors or the exercise of any right of setoff or any right under any lockbox agreement, account control agreement, landlord waiver or bailee’s letter or similar agreement or arrangement to which the Second Lien Trustee or any Second Lien Claimholder is a party) or institute any action or proceeding with respect to such rights or remedies (including any action of foreclosure) (any such action taken after the occurrence of and during the continuance of an Event of Default under the First Lien Loan Documents or the Second Lien Documents, as applicable, a “Lien Enforcement Action” ); provided , however , that the Second Lien Trustee may take any or all Lien Enforcement Actions after a period of at least 180 days has elapsed since the later of: (i) the date on which the Second Lien Trustee declared the existence of any Event of Default (as defined in the Second Lien Indenture) under any Second Lien Documents and demanded the repayment of all the principal amount of any Second Lien Obligations; and (ii) the date on which the First Lien Agent received notice from the Second Lien Trustee of such declaration of an Event of Default, (the “Standstill Period” ); provided, further, however, that notwithstanding anything herein to the contrary, in no event shall the Second Lien Trustee or any Second Lien Claimholder take any Lien Enforcement Action if, notwithstanding the expiration of the Standstill Period, the First Lien Agent or First Lien Claimholders shall have commenced and be diligently pursuing the exercise of their rights or remedies with respect to all or any material portion of the Collateral (prompt notice of such exercise to be given to the Second Lien Trustee);

(ii) will not contest, protest or object to any foreclosure proceeding or action brought by the First Lien Agent or any First Lien Claimholder

or any other exercise by the First Lien Agent or any First Lien Claimholder of any rights and remedies relating to the Collateral under the First Lien Loan Documents or otherwise; and

(iii) subject to their rights under clause (a)(i) above, will not object to the forbearance by the First Lien Agent or the First Lien Claimholders from bringing or pursuing any foreclosure proceeding or action or any other exercise of any rights or remedies relating to the Collateral

in the case of each of clause (i), (ii) and (iii) above, so long as the Liens granted to secure the Second Lien Obligations of the Second Lien Claimholders attach to the proceeds thereof subject to the relative priorities described in Section 2.

(b) Until the Discharge of First Lien Obligations has occurred, whether or not any Insolvency or Liquidation Proceeding has been commenced by or against the Company or any other Grantor, subject to Section 3.1(a), the First Lien Agent and the First Lien Claimholders shall have the exclusive right to enforce rights, exercise remedies (including set-off and the right to credit bid their debt) and, subject to Section 5.1, to make determinations regarding the release of, disposition of, or restrictions with respect to the Collateral without any consultation with or the consent of the Second Lien Trustee or any Second Lien Claimholder. The First Lien Agent shall provide at least ten (10) Business Days notice to the Second Lien Trustee of its intent to exercise and enforce its rights or remedies with respect to the Collateral. In exercising rights and remedies with respect to the Collateral, the First Lien Agent and the First Lien Claimholders may enforce the provisions of the First Lien Loan Documents and exercise remedies thereunder, all in such order and in such manner as they may determine in the exercise of their sole discretion. Such exercise and enforcement shall include the rights of an agent appointed by the First Lien Agent or the First Lien Claimholders to sell or otherwise dispose of Collateral upon foreclosure, to incur expenses in connection with such sale or disposition, and to exercise all the rights and remedies of a secured creditor under the UCC and of a secured creditor under Bankruptcy Laws of any applicable jurisdiction.

(c) Notwithstanding the foregoing, the Second Lien Trustee and any Second Lien Claimholder may:

(i) file a claim or statement of interest with respect to the Second Lien Obligations if an Insolvency or Liquidation Proceeding has been commenced by or against the Company or any other Grantor;

(ii) take any action (not adverse to the priority status of the Liens on the Collateral securing the First Lien Obligations, or the rights of any First Lien Agent or First Lien Claimholder to exercise remedies in respect thereof) in order to create, perfect, preserve or protect its Lien on the Collateral;

(iii) file any necessary responsive or defensive pleadings in opposition to any motion, claim, adversary proceeding or other pleading made by any person objecting to or otherwise seeking the disallowance of the claims of the

Second Lien Claimholders, including any claims secured by the Collateral, if any, in each case in accordance with the terms of this Agreement;

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

(v) exercise any Lien Enforcement Action with respect to the Collateral after the termination of the Standstill Period to the extent permitted by Section 3.1(a)(i).

The Second Lien Trustee, on behalf of itself and the Second Lien Claimholders, agrees that it will not take or receive any Collateral or any proceeds of Collateral in connection with the exercise of any Lien Enforcement Action in its capacity as a creditor, unless and until the Discharge of First Lien Obligations has occurred or as otherwise expressly permitted in Section 3.1(a)(i). Without limiting the generality of the foregoing, unless and until the Discharge of First Lien Obligations has occurred, or as otherwise expressly permitted in Sections 3.1(a), 6.3(b) and this Section 3.1(c), the sole right of the Second Lien Trustee and the Second Lien Claimholders with respect to the Collateral is to hold a Lien on the Collateral pursuant to the Second Lien Collateral Documents for the period and to the extent granted therein and to receive a share of the proceeds thereof, if any, after the Discharge of First Lien Obligations has occurred.

(d) Subject to Sections 3.1(a) and (c) and Section 6.3(b):

(i) the Second Lien Trustee, for itself and on behalf of the Second Lien Claimholders, agrees that the Second Lien Trustee and the Second Lien Claimholders will not take any action that would hinder any exercise of remedies under the First Lien Loan Documents or is otherwise prohibited hereunder, including any sale, lease, exchange, transfer or other disposition of the Collateral, whether by foreclosure or otherwise;

(ii) the Second Lien Trustee, for itself and on behalf of the Second Lien Claimholders, hereby waives any and all rights it or the Second Lien Claimholders may have as a junior lien creditor or otherwise to object to the manner in which the First Lien Agent or the First Lien Claimholders seek to enforce or collect the First Lien Obligations or the Liens securing the First Lien Obligations granted in any of the First Lien Collateral undertaken in accordance with this Agreement, regardless of whether any action or failure to act by or on behalf of the First Lien Agent or First Lien Claimholders is adverse to the interest of the Second Lien Claimholders; and

(iii) the Second Lien Trustee hereby acknowledges and agrees that no covenant, agreement or restriction contained in the Second Lien Collateral Documents or any other Second Lien Document (other than this Agreement) shall be effective to restrict or deemed to restrict in any way the rights

and remedies of the First Lien Agent or the First Lien Claimholders with respect to the Collateral as set forth in this Agreement and the First Lien Loan Documents.

(e) Except as specifically set forth in Sections 3.1(a) and (d), the Second Lien Trustee and the Second Lien Claimholders may exercise rights and remedies as unsecured creditors against the Company or any other Grantor that has guaranteed or granted or purported to grant Liens to secure the Second Lien Obligations in accordance with the terms of the Second Lien Documents and applicable law; provided that in the event that any Second Lien Claimholder becomes a judgment Lien creditor in respect of Collateral as a result of its enforcement of its rights as an unsecured creditor with respect to the Second Lien Obligations, such judgment Lien shall be subject to the terms of this Agreement for all purposes (including in relation to the First Lien Obligations) as the other Liens securing the Second Lien Obligations are subject to this Agreement.

(f) Except as specifically set forth in Sections 3.1(a) and (d), nothing in this Agreement shall prohibit the receipt by the Second Lien Trustee or any Second Lien Claimholders of the required payments of interest, principal and other amounts owed in respect of the Second Lien Obligations so long as such receipt is

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