INTERCREDITOR AGREEMENT

Exhibit 4.9

INTERCREDITOR AGREEMENT

This I NTERCREDITOR AGREEMENT ( “Agreement” ), is dated as of May 2, 2005, and entered into by and among NewPage Corporation (the “Company” ), NewPage Holding Corporation ( “Holdings” ), certain subsidiaries of the Company (the “Subsidiary Guarantors” and together with Holdings, the “Guarantors” ), JPMorgan Chase Bank, in its capacity as collateral agent for the Revolving Credit Lenders (including its successors and assigns from time to time, the “Revolving Credit Agent” ) and The Bank of New York, in its capacity as collateral trustee (including its successors and assigns from time to time, the “Collateral Trustee” ) for (i) Goldman Sachs Credit Partners L.P., in its capacity as agent for the First Lien Term Loan Lenders (including its successors and assigns from time to time, the “First Lien Term Loan Agent” ), and the First Lien Term Loan Lenders, (ii) the Trustees for the Noteholders and the Noteholders, and (iii) any future Parity Lien Representative, Parity Lien Claimholders, Priority Lien Representative or Priority Lien Claimholders. As described in more detail in Section 8.11 hereof, this Agreement is intended to be binding on all Claimholders and Secured Debt Representatives, as well as the Revolving Credit Agent and the Collateral Trustee. Capitalized terms used in this Agreement have the meanings assigned to them in Section 1 below.

RECITALS

The Company, the Guarantors, the lenders (the “Revolving Credit Lenders” ) and agents party thereto, and Revolving Credit Agent, have entered into that Revolving Credit and Guaranty Agreement dated as of the date hereof providing for a revolving credit facility (as amended, restated, supplemented, modified, replaced or refinanced from time to time, the “Revolving Credit Agreement” );

The Company, the Guarantors, the lenders (the “First Lien Term Loan Lenders” ) and agents party thereto, and the First Lien Term Loan Agent, have entered into that First Lien Term Loan Credit and Guaranty Agreement dated as of the date hereof providing for the making of certain term loans (as amended, restated, supplemented, modified, replaced or refinanced from time to time, the “First Lien Term Loan Agreement” );

The Company is also issuing (i) the floating rate senior secured notes in the aggregate principal amount not to exceed $225 million (including any related exchange notes, the “Floating Rate Notes” ) pursuant to an Indenture dated as of the date hereof (as amended, supplemented, amended and restated or otherwise modified and in effect from time to time, the “Floating Rate Notes Indenture” ) among the Company, the guarantors party thereto and HSBC Bank USA, National Association, as trustee (in such capacity and including its successors and assigns from time to time, the “Floating Rate Notes Trustee” ) and (ii) the 10% senior secured notes in the aggregate principal amount not to exceed $350 million (including any related exchange notes, the “10% Senior Secured Notes” and together with the Floating Rate Notes, the “Notes” ) pursuant to an Indenture dated as of the date hereof (as amended, supplemented, amended and restated or otherwise modified and in effect from time to time, the “10% Senior Secured Notes Indenture” ) among the Company, the guarantors party thereto and HSBC Bank USA, National Association, as trustee (in such capacity and including its successors and assigns

from time to time, the “10% Senior Secured Notes Trustee” and, together with the Floating Rate Notes Trustee, the “Trustees” );

The obligations of the Company to (i) the Revolving Credit Agent and Revolving Credit Claimholders and (ii) the Secured Debt Representatives and the Secured Debt Claimholders are each secured by Liens on certain of the assets of the Company and the Guarantors; and

As a condition to the closing of each of the “Financing Transactions”, each of the Revolving Credit Agent, the Collateral Trustee, the Secured Debt Representatives and the various Claimholders have agreed to the relative priority of their respective Liens on the Collateral and certain other rights, priorities and interests as 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:

I.                                          DEFINITIONS.

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

“10% Senior Secured Notes” has the meaning assigned to that term in the recitals to this Agreement.

“10% Senior Secured Notes Indenture” has the meaning assigned to that term in the recitals to this Agreement.

“10% Senior Secured Notes Trustee” has the meaning assigned to that term in the recitals to this Agreement.

“Access Period” means for each parcel of Mortgaged Premises the period, after the commencement of an Enforcement Period, which begins on the day that Revolving Credit Agent (or, following the Discharge of Revolving Credit Obligations, a Priority Lien Representative) provides Collateral Trustee with the notice of its election to request access pursuant to Section 3.3(b) below and ends on the earlier of (i) the 180 ^th day after Revolving Credit Agent obtains the ability to use, take physical possession of, remove or otherwise control the use or access to the Revolving Credit Collateral located on such Mortgaged Premises following Enforcement plus such number of days, if any, after Revolving Credit Agent (or, following the Discharge of Revolving Credit Obligations, the Collateral Trustee acting upon direction of the Priority Lien Claimholders or a Priority Lien Representative acting on behalf of the Collateral Trustee) obtains access to such Revolving Credit Collateral that it is stayed or otherwise prohibited by law or court order from exercising remedies with respect to Revolving Credit Collateral located on such Mortgaged Premises or (ii) the date on which all or substantially all of the Revolving Credit Collateral located on such Mortgaged Premises is sold,

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collected or liquidated or (iii) the date on which the Discharge of Revolving Credit Obligations and the Discharge of Priority Lien Obligations occurs.

“Accounts” means all now present and future “accounts” and “payment intangibles” (in each case, as defined in Article 9 of the UCC).

“Account Agreements” means any lockbox account agreement, pledged account agreement, blocked account agreement, securities account control agreement, or any similar deposit or securities account agreements among the Collateral Trustee and/or Revolving Credit Agent and the Company and/or a Guarantor and the relevant financial institution depository or securities intermediary.

“Affiliate” of any specified Person means any other Person directly or indirectly controlling or controlled by or under direct or indirect common control with such specified Person. For purposes of this definition, “control,” as used with respect to any Person, means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of such Person, whether through the ownership of voting securities, by agreement or otherwise; provided that beneficial ownership of 10% or more of the Voting Stock of a Person will be deemed to be control. For purposes of this definition, the terms “controlling,” “controlled by” and “under common control with” have correlative meanings.

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

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

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

“Board of Directors” means (1) with respect to a corporation, the board of directors of the corporation or any committee thereof duly authorized to act on behalf of such board, (2) with respect to a partnership, the Board of Directors of the general partner of the partnership, (3) with respect to a limited liability company, the managing member or members or any controlling committee or board of directors of such company or of the sole member or of the managing member thereof and (4) with respect to any other Person, the board or committee of such Person serving a similar function.

“Business Day” means 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.

“Capital Stock” means:

(1)                                   in the case of a corporation, corporate stock;

(2)                                   in the case of an association or business entity, any and all shares, interests, participations, rights or other equivalents (however designated) of corporate stock;

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(3)                                   in the case of a partnership or limited liability company, partnership interests (whether general or limited) or membership interests; and

(4)                                   any other interest or participation that confers on a Person the right to receive a share of the profits and losses of, or distributions of assets of, the issuing Person, but excluding from all of the foregoing any debt securities convertible into Capital Stock, whether or not such debt securities include any right of participation with Capital Stock.

“Chattel Paper” means all present and future “chattel paper” (as defined in Article 9 of the UCC).

“Claimholders” means the Revolving Credit Claimholders and each of the Parity Lien Claimholders and Priority Lien Claimholders.

“Class” means (i) in the case of Parity Lien Debt, all Series of Parity Lien Debt, taken together and (ii) in the case of Priority Lien Debt, all Series of Priority Lien Debt, taken together.

“Collateral” means all of the assets and property of any Grantor, whether real, personal or mixed, constituting either Revolving Credit Collateral, Shared Collateral or Separate Collateral.

“Collateral Trust Agreement” means that certain Collateral Trust Agreement dated as of May 2, 2005 (as the same may be amended from time to time) by and among the First Lien Term Loan Agent, the Trustees and the Collateral Trustee, as amended, restated, modified or replaced from time to time.

“Collateral Trustee” has the meaning assigned to that term in the preamble to this Agreement.

“Company” has the meaning assigned to that term in the preamble to this Agreement.

“Copyright Licenses” means any and all present and future agreements providing for the granting of any right in or to Copyrights (whether such Grantor is licensee or licensor thereunder).

“Copyrights” means all present and future United States, and foreign copyrights (including Community designs), including but not limited to copyrights in software and databases, and all Mask Works (as defined under 17 U.S.C. 901 of the U.S. Copyright Act), whether registered or unregistered, and, with respect to any and all of the foregoing: (i) all registrations and applications therefore, (iii) all rights corresponding thereto throughout the world, and (iv) all rights to sue for past, present and future infringements thereof.

“Deposit Accounts” means all present and future “deposit accounts” (as defined in Article 9 of the UCC).

“DIP Financing” has the meaning assigned to that term in Section 6.1.

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“Discharge of Parity Lien Obligations” means, except to the extent otherwise expressly provided in Section 5.5:

(1)                                   termination or expiration of all commitments to extend credit that would constitute Parity Lien Debt;

(2)                                   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 allowed in such Insolvency or Liquidation Proceeding), on all Indebtedness outstanding under the Parity Lien Documents and constituting Parity Lien Debt;

(3)                                   discharge or cash collateralization (at the lower of (A) 105% of the aggregate undrawn amount and (b) the percentage of the aggregate undrawn amount required for release of Liens under the terms of the applicable Parity Lien Document) of all outstanding letters of credit constituting Parity Lien Debt; and

(4)                                   payment in full in cash of all other Parity Lien Obligations that are outstanding and unpaid at the time the Parity Lien Debt is paid in full in cash (other than any obligations for taxes, costs, indemnifications, reimbursements, damages and other liabilities in respect of which no claim or demand for payment has been made at such time).

If a Discharge of Parity Lien Obligations occurs prior to the termination of this Agreement in accordance with Section 8.2, to the extent that additional Parity Lien Obligations are incurred or Parity Lien Obligations are reinstated in accordance with Section 6.4, the Discharge of Parity Lien Obligations shall (effective upon the incurrence of such additional Parity Lien Obligations or reinstatement of such Parity Lien Obligations, as applicable) be deemed to no longer be effective.

“Discharge of Priority Lien Obligations” means, except to the extent otherwise expressly provided in Section 5.5:

(1)                                   termination or expiration of all commitments to extend credit that would constitute Priority Lien Debt;

(2)                                   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 allowed in such Insolvency or Liquidation Proceeding), on all Indebtedness outstanding under the Priority Lien Documents and constituting Priority Lien Obligations;

(3)                                   discharge or cash collateralization (at the lower of (A) 105% of the aggregate undrawn amount and (b) the percentage of the aggregate undrawn amount required for release of Liens under the terms of the applicable Priority Lien Document) of all outstanding letters of credit constituting Priority Lien Debt; and

(4)                                   payment in full in cash of all other Priority Lien Obligations that are outstanding and unpaid at the time the Priority Lien Debt is paid in full in cash (other than any

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obligations for taxes, costs, indemnifications, reimbursements, damages and other liabilities in respect of which no claim or demand for payment has been made at such time).

If a Discharge of Priority Lien Obligations occurs prior to the termination of this Agreement in accordance with Section 8.2, to the extent that additional Priority Lien Obligations are incurred or Priority Lien Obligations are reinstated in accordance with Section 6.4, the Discharge of Priority Lien Obligations shall (effective upon the incurrence of such additional Priority Lien Obligations or reinstatement of such Priority Lien Obligations, as applicable) be deemed to no longer be effective.

“Discharge of Revolving Credit Obligations” means, except to the extent otherwise expressly provided in Section 5.5:

(1)                                   termination or expiration of all commitments, if any, to extend credit that would constitute Revolving Credit Obligations;

(2)                                   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 allowed in such Insolvency or Liquidation Proceeding), on all Indebtedness outstanding under the Revolving Credit Loan Documents and constituting Revolving Credit Obligations;

(3)                                   termination or cash collateralization (in an amount and manner reasonably satisfactory to the Revolving Credit Agent, but in no event greater than 105% of the aggregate undrawn face amount) of all letters of credit issued under the Revolving Credit Loan Documents and constituting Revolving Credit Obligations; and

(4)                                   payment in full in cash of all other Revolving Credit Obligations that are outstanding and unpaid at the time the Indebtedness constituting such Revolving Credit Obligations is paid in full in cash (other than any obligations for taxes, costs, indemnifications, reimbursements, damages and other liabilities in respect of which no claim or demand for payment has been made at such time).

If a Discharge of Revolving Credit Obligations occurs prior to the termination of this Agreement in accordance with Section 8.2, to the extent that additional Revolving Credit Obligations are incurred or Revolving Credit Obligations are reinstated in accordance with Section 6.4, the Discharge of Revolving Credit Obligations shall (effective upon the incurrence of such additional Revolving Credit Obligations or reinstatement of such Revolving Credit Obligations, as applicable) be deemed to no longer be effective.

“Discharge of Secured Debt Obligations” means the occurrence of both the Discharge of Parity Lien Obligations and the Discharge of Priority Lien Obligations.

“Disposition” has the meaning assigned to that term in Section 5.l(b).

“Enforcement” means, collectively or individually for any one of the Revolving Credit Agent, the Collateral Trustee, or any Secured Debt Representative when a Revolving Credit Default or a Secured Debt Default, as the case may be, has occurred and is continuing,

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any action taken by such Person to repossess, or exercise any remedies with respect to, any material amount of Collateral or commence the judicial enforcement of any of the rights and remedies under the Revolving Credit Loan Documents or the Secured Debt Documents or under any applicable law, but in all cases excluding (i) the imposition of a default rate or late fee and (ii) the collection and application of Accounts or other monies deposited from time to time in Bank Accounts or Securities Accounts against the Revolving Credit Obligations pursuant to the Revolving Credit Loan Documents; provided , however , the foregoing exclusion set forth in clause (ii) shall immediately cease to apply upon the earlier of (x) the Revolving Credit Agent’s delivery of written notice to the Borrowers that such exclusion no longer applies, (y) the lapse of ten (10) consecutive Business Days after a Revolving Credit Default in which no “Revolving Loans” or “Special Agent Advances” are made and no “Letters of Credit” are issued (in each case, as defined in the Revolving Credit Agreement), and (z) the termination of the Revolving Commitments pursuant to Section 8.1 (or any other applicable provision) of the Revolving Credit Agreement.

“Enforcement Notice” means a written notice delivered, at a time when a Revolving Credit Default or Secured Debt Default has occurred and is continuing, by either Revolving Credit Agent or Collateral Trustee to the other such Person announcing that an Enforcement Period has commenced, specifying the relevant event of default, stating the current balance of the Revolving Credit Obligations or the current balances owing with respect to Parity Lien Obligations and Priority Lien Obligations, as the case may be, and requesting the current balance owing of the Revolving Credit Obligations or Parity Lien Obligations and Priority Lien Obligations, as the case may be.

“Enforcement Period” means the period of time following the receipt by either Revolving Credit Agent or Collateral Trustee of an Enforcement Notice from the other until either (i) in the case of an Enforcement Period commenced by Collateral Trustee, the Discharge of Secured Debt Obligations, or (ii) in the case of an Enforcement Period commenced by Revolving Credit Agent, the Discharge of Revolving Credit Obligations, or (iii) Revolving Credit Agent or Collateral Trustee (as applicable) agree in writing to terminate the Enforcement Period.

“Equally and Ratably” means, in reference to sharing of Liens or proceeds thereof as between holders of Secured Obligations within the same Class, “equally and ratably” as defined in the Collateral Trust Agreement.

“Equipment” means: (i) all “equipment” (as defined in Article 9 of the UCC), (ii) all machinery, manufacturing equipment, data processing equipment, computers, office equipment, furnishings, furniture, appliances, “fixtures” (as defined in the UCC) and tools (in each case, regardless of whether characterized as equipment under the UCC) and (iii) all accessions or additions thereto, all parts thereof, whether or not at any time of determination incorporated or installed therein or attached thereto, and all replacements therefore, wherever located, now or hereafter existing, including any fixtures.

“Equity Interests” means Capital Stock and all warrants, options or other rights to acquire Capital Stock (but excluding any debt security that is convertible into, or exchangeable for, Capital Stock).

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“Financing Transactions” means the execution, delivery and initial funding under the Revolving Credit Agreement and the First Lien Term Loan Agreement and the issuance of the Notes.

“First Lien Term Loan Agent” has the meaning assigned to that term in the preamble of this Agreement.

“First Lien Term Loan Agreement” has the meaning assigned to that term in the recitals to this Agreement.

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

“First Lien Term Loan Lenders” has the meaning assigned to that term in the recitals to this Agreement.

“First Lien Term Loan Mortgages” means a collective reference to each mortgage, deed of trust and any other document or instrument under which any Lien on real property owned or leased by any Grantor is granted to secure any First Lien Term Loan Obligations or (except for this Agreement and the Collateral Trust Agreement) under which rights or remedies with respect to any such Liens are governed.

“First Lien Term Loan Obligations” means all Obligations with respect to principal of and interest and premium (if any) on Indebtedness incurred and outstanding under the First Lien Term Loan Agreement and the other First Term Loan Documents. “First Lien Term Loan 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 Term Loan Document whether or not the claim for such interest is allowed as a claim in such Insolvency or Liquidation Proceeding.

“Floating Rate Notes” has the meaning assigned to that term in the recitals to this Agreement.

“Floating Rate Notes Indenture” has the meaning assigned to that term in the recitals to this Agreement.

“Floating Rate Notes Trustee” has the meaning assigned to that term in the recitals to this Agreement.

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“General Intangibles” means all present and future “general intangibles” (as defined in Article 9 of the UCC), but excluding “payment intangibles” (as defined in Article 9 of the UCC), Hedge Agreements and Intellectual Property and any rights thereunder.

“Grantors” means the Company, each Guarantor and each other Person that has or may from time to time hereafter execute and deliver a Revolving Credit Collateral Document, Parity Lien Collateral Document or Priority Lien Collateral Document as a “Grantor” (or the equivalent thereof).

“Guarantor” has the meaning set forth in the preamble to this Agreement.

“Hedge Agreements” means any (i) interest rate swap agreements (whether from fixed to floating or from floating to fixed), interest rate cap agreements, interest rate collar agreements and other agreements or arrangements designed for the purpose of fixing, hedging or swapping interest rate risk; (ii) other agreements or arrangements designed to manage interest rates or interest rate risk; and (iii) other agreements or arrangements designed to protect such Person against fluctuations in currency exchange rates or commodity prices.

“Hedging Obligation” of any Person means any Obligation of such Person pursuant to any Hedge Agreement.

“Holdings” has the meaning set forth in the recitals to this Agreement.

“Indebtedness” means and includes all Obligations that constitute “Indebtedness” within the meaning of the Revolving Credit Agreement or the Parity Lien Documents or the Priority Lien Documents, as applicable.

“Insolvency or Liquidation Proceeding” means:

(1)                                   any voluntary or involuntary case or proceeding under the Bankruptcy Code with respect to any Grantor;

(2)                                   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 their respective assets;

(3)                                   any liquidation, dissolution, reorganization or winding up of any Grantor whether voluntary or involuntary and whether or not involving insolvency or bankruptcy; or

(4)                                   any assignment for the benefit of creditors or any other marshalling of assets and liabilities of any Grantor.

“Instruments” means all present and future “instruments” (as defined in Article 9 of the UCC).

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“Intellectual Property” means, collectively, the Copyrights, the Copyright Licenses, the Patents, the Patent Licenses, the Trademarks, the Trademark Licenses, the Trade Secrets, and the Trade Secret Licenses.

“Intercompany Notes of Subsidiaries” means all indebtedness owing by any of the Company’s Subsidiaries to the Company or any of the Company’s other Subsidiaries, whether or not represented by a note or agreement.

“Intercreditor Agreement Joinder” means an agreement substantially in the form of Exhibit A.

“Inventory” mean all present and future “inventory” (as defined in Article 9 of the UCC) including, without limitation, all goods held for sale or lease or to be furnished under contracts of service or so leased or furnished, all raw materials, work in process, finished goods, and materials used or consumed in the manufacture, packing, shipping, advertising, selling, leasing, furnishing or production of such inventory or otherwise used or consumed in any Grantor’s business; all goods in which any Grantor has an interest in mass or a joint or other interest or right of any kind; and all goods which are returned to or repossessed by any Grantor, all computer programs embedded in any goods and all accessions thereto and products thereof (in each case, regardless of whether characterized as inventory under the UCC).

“Letter of Credit” means any present and future “letter of credit” (as defined in Article 5 of the UCC).

“Lien” means any lien, mortgage, pledge, assignment, security interest, charge or encumbrance of any kind (including any agreement to give any of the foregoing, any conditional sale or other title retention agreement, and any lease in the nature thereof) and any option, trust, UCC financing statement or other preferential arrangement having the practical effect of any of the foregoing.

“Lien Sharing and Priority Confirmation” means:

(1)                                   as to any Series of Parity Lien Debt, the written agreement of the holders of such Series of Parity Lien Debt, as set forth in the indentures, credit agreement or other agreement governing such Series of Parity Lien Debt, for the enforceable benefit of all holders of each existing and future Series of Priority Lien Debt and Parity Lien Debt, each existing and future Priority Lien Representative and Parity Lien Representative and each existing and future holder of “Permitted Liens” (as defined in the Senior Secured Notes Indentures):

(a)                                   that all Parity Lien Obligations will be and are secured Equally and Ratably by all Parity Liens at any time granted by the Company or any other Guarantor to secure any Obligations in respect of such Series of Parity Lien Debt, whether or not upon property otherwise constituting collateral for such Series of Parity Lien Debt, and that all such Parity Liens will be enforceable by the Collateral Trustee for the benefit of all holders of Parity Lien Obligations Equally and Ratably; provided that holders of any future Parity Lien Debt that constitutes a “security” for purposes of the Securities Act of 1933 will not be entitled to be secured by any Separate Collateral;

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(b)                                  that the holders of Obligations in respect of such Series of Parity Lien Debt are bound by the provisions of this Agreement and the Collateral Trust Agreement, including the provisions relating to the ranking of Parity Liens and the order of application of proceeds from the enforcement of Parity Liens;

(c)                                   consenting to and directing the Collateral Trustee to perform its obligations under the Collateral Trust Agreement and the other Security Documents; and

(d)                                  consenting to the terms of this Agreement; and

(2)                                   as to any Series of Priority Lien Debt, the written agreement of the holders of such Series of Priority Lien Debt, as set forth in the credit agreement, indenture or other agreement governing such Series of Priority Lien Debt, for the enforceable benefit of all holders of each existing and future Series of Parity Lien Debt, each existing and future Parity Lien Representative and each existing and future holder of “Permitted Liens” (as defined in the Senior Secured Notes Indentures):

(a)                                   that all Priority Lien Obligations will be and are secured Equally and Ratably by all Priority Liens at any time granted by the Company or any other Grantor to secure any Obligations in respect of such Series of Priority Lien Debt, whether or not upon property otherwise constituting collateral for such Series of Priority Lien Debt, and that all such Priority Liens will be enforceable by the Collateral Trustee for the benefit of all holders of Priority Lien Obligations Equally and Ratably; provided that the holders of any future Priority Lien Debt that constitutes a “security” for purposes of the Security Act of 1933, as amended, will be entitled to be secured by any Separate Collateral;

(b)                                  that the holders of Obligations in respect of such Series of Priority Lien Debt are bound by the provisions of this Agreement and the Collateral Trust Agreement, including the provisions relating to the ranking of Priority Liens and the order of application of proceeds from enforcement of Priority Liens;

(c)                                   consenting to and directing the Collateral Trustee to perform its obligations under the Collateral Trust Agreement and the other Security Documents; and

(d)                                  consenting to the terms of this Agreement.

“Mortgaged Premises” means any real property which shall now or hereafter be subject to a Parity Lien Mortgage or Priority Lien Mortgage, as applicable.

“New Agent” has the meaning assigned to that term in Section 5.5.

“New Debt Notice” has the meaning assigned to that term in Section 5.5.

“Note Claimholders” means, at any relevant time, the holders of the Note Obligations, including the Noteholders and the Trustees.

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“Noteholder” means, at any relevant time, a Person in whose name a Note is registered.

“Note Obligations” means all Obligations with respect to Notes outstanding under the Senior Secured Note Indentures and the other applicable Security Documents. “Note 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 Senior Secured Note Indenture whether or not the claim for such interest is allowed as a claim in such Insolvency or Liquidation Proceeding.

“Notes” has the meaning assigned to that term in the recitals to this Agreement.

“Obligations” means all obligations of every nature of each Grantor from time to time owed to any agent or trustee, the Revolving Credit Claimholders, the Secured Debt Claimholders or any of them or their respective Affiliates, in each case under the Revolving Credit Loan Documents or the Secured Debt Documents, whether for principal, interest or payments for early termination of Hedge Agreements, fees, expenses, indemnification or otherwise and all guarantees of any of the foregoing.

“Parity Lien” means a Lien granted by a security document to the Collateral Trustee, at any time, upon any property of the Company or any other Guarantor to secure Parity Lien Obligations.

“Parity Lien Claimholder” means the holders of any Parity Lien Obligation at that time, including the Parity Lien Representatives.

“Parity Lien Debt” means:

(1)                                   the Notes issued and the related guarantees by the Guarantors incurred on the date of the Senior Secured Note Indentures (including any related exchange notes); and

(2)                                   any other Indebtedness of the Company (including additional notes), which may be guaranteed by the Guarantors, that is secured Equally and Ratably with the Notes by a Parity Lien that was permitted to be incurred and so secured under each applicable Secured Debt Document; provided that:

(a)                                   the net proceeds are used to refund, refinance, replace, defease, discharge or otherwise acquire or retire Priority Lien Debt or other Parity Lien Debt; or

(b)                                  on the date of incurrence of such Indebtedness, after giving pro forma effect to the incurrence thereof and the application of the proceeds therefrom, the Secured Leverage Ratio would not be greater than 4.0 to 1.0;

provided , further , in the case of any Indebtedness referred to in clause (3) of this definition:

(a)                                   on or before the date on which such Indebtedness is incurred by the Company, such Indebtedness is designated by the Company, in an officers’ certificate

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delivered to each Parity Lien Representative and the Collateral Trustee, as “Parity Lien Debt” for the purposes of the Senior Secured Note Indentures and the Collateral Trust Agreement; provided that no Series of Secured Debt may be designated as both Parity Lien Debt and Priority Lien Debt;

(b)                                  such Indebtedness is governed by an indenture, credit agreement or other agreement that includes a Lien Sharing and Priority Confirmation; and

(c)                                   all requirements set forth in the Collateral Trust Agreement as to the confirmation, grant or perfection of the Collateral Trustee’s Liens to secure such Indebtedness or Obligations in respect thereof are satisfied (and the satisfaction of such requirements and the other provisions of this clause (c) will be conclusively established if the Company delivers to the Collateral Trustee an officers’ certificate stating that such requirements and other provisions have been satisfied and that such Indebtedness is “Parity Lien Debt”).

“Parity Lien Default” means an “Event of Default” (as defined in any of the Parity Lien Documents), which is no longer subject to any applicable cure or notice period.

“Parity Lien Documents” means, collectively, the Senior Secured Note Indentures and the indenture, credit agreement or other agreement governing each other Series of Parity Lien Debt and the related Security Documents (other than any Security Documents that do not secure Parity Lien Obligations).

“Parity Lien Mortgages” means a collective reference to each mortgage, deed of trust and other document or instrument under which any Lien on real property owned or leased by any Grantor is granted to secure any Parity Lien Obligations or (except for this Agreement and the Collateral Trust Agreement) under which rights or remedies with respect to any such Liens are governed.

“Parity Lien Obligations” means Parity Lien Debt and all other Obligations in respect thereof (including, without limitation, all Note Obligations).

“Parity Lien Representative” means:

(1)                                   in the case of each Series of the Notes, the applicable Trustee; or

(2)                                   in the case of any other Series of Parity Debt, the trustee, agent or representative of the holders of such Series of Parity Lien Debt who maintains the transfer register for such Series of Parity Lien Debt and (a) is appointed as a Parity Lien Representative (for purposes related to the administration of the Security Documents) pursuant to an indenture, credit agreement or other agreement governing such Series of Parity Lien Debt, together with its successors in such capacity, and (b) has become a party to the Collateral Trust Agreement by executing a joinder in the form required under the Collateral Trust Agreement.

“Patent Licenses” means all present and future agreements providing for the granting of any right in or to Patents (whether such Grantor is licensee or licensor thereunder).

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“Patents” shall mean all United States and foreign patents and certificates of invention, or similar industrial property rights, and applications for any of the foregoing, including, but not limited to: (i) each patent and patent application referred to from time to time on schedules to Revolving Credit Collateral Documents, or Security Agreements relating to the Parity Lien Obligations or Priority Lien Obligations, (ii) all reissues, divisions, continuations, continuations-in-part, extensions, renewals, and reexaminations thereof, (iii) all rights corresponding thereto throughout the world, (iv) all inventions and improvements described therein, and (v) all rights to sue for past, present and future infringements thereof.

“Person” means any natural person, corporation, limited liability company, trust, joint venture, association, company, partnership, governmental authority or other entity.

“Pledged Collateral” has the meaning set forth in Section 5.4(a).

“Priority Lien” means a Lien granted by a security document to the Collateral Trustee, at any time, upon any property of the Company or any other Guarantor to secure Priority Lien Obligations.

“Priority Lien Claimholder” means, at any relevant time, the holders of any Priority Lien Obligations at that time, including the Priority Lien Representatives.

“Priority Lien Debt” means:

(1)                                   Indebtedness of the Company (which may be guaranteed by the Guarantors) under the First Lien Term Loan Agreement that was permitted to be incurred and secured under each applicable Secured Debt Document (or as to which the lenders under such Credit Agreement obtained an officers’ certificate at the time of incurrence to the effect that such Indebtedness was permitted to be incurred and secured by all applicable Secured Debt Documents);

(2)                                   any other Indebtedness of the Company (which may be guaranteed by the Guarantors) that is secured by a Priority Lien that was permitted to be incurred and so secured under each applicable Secured Debt Document; provided , in the case of any Indebtedness referred to in this clause (2), that:

(a)                                   on or before the date on which such Indebtedness is incurred, such Indebtedness is designated by the Company, in an officers’ certificate delivered to each Secured Debt Representative and the Collateral Trustee, as “Priority Lien Debt” for the purposes of the Secured Debt Documents; provided that no Series of Secured Debt may be designated as both Parity Lien Debt and Priority Lien Debt;

(b)                                  such Indebtedness is governed by an indenture, credit agreement or other agreement that includes a Lien Sharing and Priority Confirmation; and

(c)                                   all requirements set forth in the Collateral Trust Agreement as to the confirmation, grant or perfection of the Collateral Trustee’s Lien to secure such Indebtedness or Obligations in respect thereof are satisfied (and the satisfaction of such requirements and the other provisions of this clause (c) will be conclusively established if

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the Company delivers to the Collateral Trustee an officers’ certificate stating that such requirements and other provisions have been satisfied and that such Indebtedness is “Priority Lien Debt”); and

(3)                                   Hedging Obligations of the Company (which may be guaranteed by the Guarantors) incurred to hedge or manage interest rate risk with respect to Priority Lien Debt or Parity Lien Debt, or to protect the Company against fluctuations in currency exchange risks or commodity prices; provided that:

(a)                                   such Hedging Obligations are secured by a Priority Lien on all of the assets and properties that secure the Priority Lien Debt in respect of which such Hedging Obligations are incurred; and

(b)                                  such Priority Lien is senior to or on a parity with the Priority Liens securing the Priority Lien Debt in respect of which such Hedging Obligations are incurred.

“Priority Lien Default” means an “Event of Default” (as defined in any of the Priority Lien Documents), which is no longer subject to any applicable cure or notice period.

“Priority Lien Documents” means the First Lien Term Loan Documents and any other indenture, credit agreement or other agreement pursuant to which any Priority Lien Debt is incurred and the related Security Documents (other than any Security Documents that do not secure Priority Lien Obligations).

“Priority Lien Mortgages” means a collective reference to each First Lien Term Loan Mortgage and each other mortgage, deed of trust and other document or instrument under which any Lien on real property owned or leased by any Grantor is granted to secure any Priority Lien Obligations or (except for this Agreement and the Collateral Trust Agreement) under which rights or remedies with respect to any such Liens are governed.

“Priority Lien Obligations” means the Priority Lien Debt and all other Obligations in respect of Priority Lien Debt.

“Priority Lien Representative” means (1) the First Lien Term Loan Agent or (2) in the case of any other Series of Priority Lien Debt, the trustee, agent or representative of the holders of such Series of Priority Lien Debt who maintains the transfer register for such Series of Priority Lien Debt and is appointed as a representative of the Priority Lien Debt (for purposes related to the administration of the Security Documents) pursuant to the credit agreement or other agreement governing such Series of Priority Lien Debt.

“Priority Lien Standstill Period” has the meaning set forth in Section 3.1(a)(1).

“Real Estate Asset” means, at any time of determination, any interest (fee, leasehold or otherwise) then owned by the Company or any Grantor in any real property.

“Records” means all present and future “records” (as defined in Article 9 of the UCC).

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“Recovery” has the meaning set forth in Section 6.4.

“Refinance” means, 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.

“Revolving Commitments” means the “Revolving Commitments,” (as such term is defined in the Revolving Credit Agreement).

“Revolving Credit Agent” has the meaning assigned to that term in the preamble to this Agreement.

“Revolving Credit Agreement” has the meaning assigned to that term in the recitals to this Agreement.

“Revolving Credit Claimholders” means, at any relevant time, the holders of Revolving Credit Obligations at that time, including the Revolving Credit Lenders and the agents under the Revolving Credit Loan Documents.

“Revolving Credit Collateral” means all now owned or hereafter acquired: (a) Accounts, other than “payment intangibles” (as defined in Article 9 of the UCC) which constitute identifiable proceeds of Shared Collateral, (b) all Inventory or documents of title for any Inventory; (c) Deposit Accounts, Securities Accounts (including all cash, marketable securities and other funds held in or on deposit in either of the foregoing) Instruments (including Intercompany Notes of Subsidiaries) and Chattel Paper; provided , however , that to the extent that Instruments or Chattel Paper constitute identifiable proceeds of Shared Collateral or Separate Collateral or other identifiable proceeds of Shared Collateral or Separate Collateral are deposited or held in any such Bank Accounts or Securities Accounts after an Enforcement Notice, then (as provided in Section 3.5 below) such Instruments, Chattel Paper or other identifiable proceeds shall be treated as Shared Collateral or Separate Collateral, as the case may be; (d) Revolving Credit General Intangibles; (e) Records, “supporting obligations” (as defined in Article 9 of the UCC) and related Letters of Credit, commercial tort claims or other claims and causes of action, in each case, to the extent related primarily to any of the foregoing; and (f) substitutions, replacements, accessions, products and proceeds (including, without limitation, insurance proceeds, licenses, royalties, income, payments, claims, damages and proceeds of suit) of any or all of the foregoing.

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

“Revolving Credit Default” means an “Event of Default” (as defined in the Revolving Credit Agreement).

“Revolving Credit General Intangibles” means all General Intangibles pertaining to the other items of property included within clauses (a), (b), (c), (e), and (f) of the

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definition of Revolving Credit Collateral, including, without limitation, all contingent rights with respect to warranties on Inventory or Accounts which are not yet “payment intangibles” (as defined in Article 9 of the UCC).

“Revolving Credit Lenders” has the meaning assigned to that term in the recitals to this Agreement.

“Revolving Credit Loan Documents” means the Revolving Credit Agreement, the Revolving Credit Collateral Documents and the other Credit Documents (as defined in the Revolving Credit Agreement) and each of the other agreements, documents and instruments providing for or evidencing any other Revolving Credit Obligation, and any other document or instrument executed or delivered at any time in connection with any Revolving Credit Obligations, including any intercreditor or joinder agreement among holders of Revolving Credit Obligations, to the extent such are effective at the relevant time, as each may be amended, supplemented, refunded, deferred, restructured, replaced or refinanced from time to time in whole or in part (whether with the Revolving Credit Agent and Revolving Credit Lenders or other agents and lenders or otherwise), in each case in accordance with the provisions of this Agreement.

“Revolving Credit Obligations” means all Obligations outstanding under the Revolving Credit Agreement and the other Revolving Credit Loan Documents. “Revolving Credit 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 Revolving Credit Loan Document whether or not the claim for such interest is allowed as a claim in such Insolvency or Liquidation Proceeding.

“Revolving Credit Standstill Period” has the meaning set forth in Section 3.2(a)(1).

“Secured Debt” means, collectively, all Parity Lien Debt and Priority Lien Debt.

“Secured Debt Claimholders” means, collectively, all Parity Lien Claimholders and Priority Lien Claimholders.

“Secured Debt Default” means a Parity Lien Default or a Priority Lien Default.

“Secured Debt Collateral Documents” means the “Collateral Documents” as respectively defined in the First Lien Term Loan Agreement and any other agreement, document or instrument pursuant to which a Lien is granted securing any Secured Debt Obligations or under which rights or remedies with respect to such Liens are governed.

“Secured Debt Documents” means the Collateral Trust Agreement, the Parity Lien Documents and the Priority Lien Documents.

“Secured Debt Obligations” means, collectively, all Parity Lien Obligations and Priority Lien Obligations.

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“Secured Debt Representative” means each Parity Lien Representative and each Priority Lien Representative.

“Secured Leverage Ratio” means the “Secured Leverage Ratio” as defined in the Senior Secured Note Indentures.

“Securities Accounts” means all present and future “securities accounts” (as defined in Article 8 of the UCC), including all monies, “uncertificated securities,” and “securities entitlements” (as defined in Article 8 of the UCC) contained therein.

“Security Documents” means this Agreement, the Collateral Trust Agreement, each Lien Sharing and Priority Confirmation, and all security agreements, pledge agreements, collateral assignments, mortgages, deeds of trust, collateral agency agreements, control agreements or other grants or transfers for security executed and delivered by the Company or any other Grantor creating (or purporting to create) a Lien upon Collateral in favor of the Collateral Trustee, as each may be amended, supplemented, refunded, deferred, restructured, replaced or refinanced from time to time in whole or in part (whether with the First Lien Term Loan Agent, First Lien Term Loan Lenders, the Trustees and Noteholders existing on the date of this Agreement or other agents, lenders, trustees and Noteholders or otherwise), in each case in accordance with the provisions of this Agreement.

“Senior Secured Note Indentures” means, collectively, the    % Senior Secured Notes Indenture and the Floating Rate Notes Indenture.

“Separate Collateral” means Stock of Subsidiaries and Intercompany Notes of Subsidiaries unless, at the relevant time of consideration, such Intercompany Notes of Subsidiaries secure Revolving Credit Obligations.

“Series of Parity Lien Debt” means, severally, the Notes and each other issue or series of Parity Lien Debt for which a single transfer register is maintained.

“Series of Priority Lien Debt” means, severally, the Indebtedness outstanding under the First Lien Term Loan Agreement and any other credit facility that constitutes Priority Lien Debt.

“Series of Secured Debt” means each Series of Parity Lien Debt and each Series of Priority Lien Debt.

“ Shared Collateral” means all now owned or hereafter acquired Collateral other than the Revolving Credit Collateral, including, without limitation all: (a) Equipment; (b) Real Estate Assets; (c) Intellectual Property; (d) Shared Lien General Intangibles; (e) documents of title related to Equipment; (f) Records, “supporting obligations” (as defined in Article 9 of the UCC) and related Letters of Credit, commercial tort claims or other claims and causes of action, in each case, to the extent related primarily to the foregoing; and (g) substitutions, replacements, accessions, products and proceeds (including, without limitation, insurance proceeds, licenses, royalties, income, payments, claims, damages and proceeds of suit) of any or all of the foregoing.

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“Shared Lien General Intangibles” means all General Intangibles which are not Revolving Credit General Intangibles.

“Stock of Subsidiaries” means all Capital Stock of, and Equity Interests in, Subsidiaries of the Company.

“Subsidiary” means, with respect to any specified Person:

(1)                                   any corporation, association or other business entity of which more than 50% of the total voting power of shares of Capital Stock entitled (without regard to the occurrence of any contingency and after giving effect to any voting agreement or stockholders’ agreement that effectively transfers voting power) to vote in the election of directors, managers, trustees of the corporation, association or other business entity is at the time owned or controlled, directly or indirectly, by that Person or one or more of the other Subsidiaries of that Person (or a combination thereof); and

(2)                                   any partnership (A) the sole general partner or the managing general partner of which is such Person or a Subsidiary of such Person or (B) the only general partners of which are that Person or one or more Subsidiaries of that Person (or any combination thereof); provided , however , that notwithstanding the foregoing, Rumford Cogeneration Company Limited Partnership, a Maine limited partnership, shall not constitute a Subsidiary of the Borrower, unless and until the Borrower directly or indirectly acquires all of the limited partner interests therein.

“Subsidiary Guarantors” has the meaning assigned to that term in the preamble of this Agreement.

“Subsidiary Stock” means all present and future equity securities of Subsidiaries of Holdings.

“Trademark Licenses” means any and all present and future agreements providing for the granting of any right in or to Trademarks (whether such Grantor is licensee or licensor thereunder).

“Trademarks” means all present and future United States, and foreign trademarks, trade names, corporate names, company names, business names, fictitious business names, Internet domain names, service marks, certification marks, collective marks, logos, other source or business identifiers, designs and general intangibles of a like nature, all registrations and applications for any of the foregoing including, but not limited to: (i) all extensions or renewals of any of the foregoing, (ii) all of the goodwill of the business connected with the use of and symbolized by the foregoing, and (iii) the right to sue for past, present and future infringement or dilution of any of the foregoing or for any injury to goodwill.

“Trade Secret Licenses” means any and all present and future agreements providing for the granting of any right in or to Trade Secrets (whether such Grantor is licensee or licensor thereunder).

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“Trade Secrets” means all present and future trade secrets and other confidential or proprietary information and know-how, regardless of whether such Trade Secret has been reduced to a writing or other tangible form, including all documents and things embodying, incorporating, or referring in any way to such Trade Secret, including but not limited to the right to sue for past, present and future misappropriation or other violation of any Trade Secret.

“Trustees” has the meaning assigned to that term in the recitals to this Agreement.

“UCC” means the Uniform Commercial Code as in effect from time to time in the State of New York or when the context implies, the Uniform Commercial Code as in effect from time to time in any other applicable jurisdiction.

“Voting Stock” of any specified Person as of any date means the Capital Stock of such Person that is at the time entitled to vote in the election of the Board of Directors of such Person.

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, 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;

(e)                                   all references to terms defined in the New York UCC shall have the meaning ascribed to them therein (unless otherwise specifically defined herein); and

(f)                                     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.

Whenever any term used in this Agreement is defined or otherwise incorporated by reference to the Senior Secured Note Indentures, such reference shall be deemed to have the

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same effect as if the definition of such term had been independently set forth herein in full, and such term shall continue to have the meaning established pursuant to the Senior Secured Note Indentures (subject to the immediately preceding sentence of this subsection) notwithstanding the termination of the Senior Secured Note Indentures or redemption of all Secured Debt Obligations evidenced thereby.

II.                                      LIEN PRIORITIES.

2.1                                  Relative Priorities . Notwithstanding the date, time, method, manner or order of grant, attachment or perfection of any Liens securing the Secured Debt Obligations granted on the Collateral or of any Liens securing the Revolving Credit Obligations granted on the Collateral and notwithstanding any provision of any UCC, or any other applicable law or the Revolving Credit Loan Documents or the Secured Debt Documents or any defect or deficiencies in, or failure to perfect, the Liens securing the Revolving Credit Obligations or Secured Debt Obligations or any other circumstance whatsoever, the Revolving Credit Agent, on behalf of itself and/or the Revolving Credit Claimholders, the Collateral Trustee and each Secured Debt Representative, for itself on behalf of the respective Secured Debt Claimholders hereby each agrees that:

(a)                                   any Lien of the Revolving Credit Agent on the Revolving Credit Collateral, whether now or hereafter held by or on behalf of the Revolving Credit Agent or any Revolving Credit Claimholder or any agent or trustee therefore, 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 Revolving Credit Collateral securing any Secured Debt Obligations; and

(b)                                  any Lien of the Collateral Trustee or any Secured Debt Representative on the Shared Collateral or the Separate Collateral, whether now or hereafter held by or on behalf of the Collateral Trustee or any Secured Debt Representative, any Secured Debt Claimholder or any agent or trustee therefore regardless of how acquired, whether by grant, possession, statute, operation of law, subrogation or otherwise, shall be senior in all respects to any Liens on the Shared Collateral or Separate Collateral which may secure any Revolving Credit Obligations.

2.2                                  Prohibition on Contesting Liens . The Revolving Credit Agent, Revolving Credit Claimholders, the Collateral Trustee, each Secured Debt Representative and the Secured Debt Claimholders, each 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 perfection, priority, validity or enforceability of a Lien held by or on behalf of any of the Revolving Credit Claimholders or any of the Secured Debt Claimholders in all or any part of the Collateral, or the provisions of this Agreement; provided that nothing in this Agreement shall be construed to prevent or impair the rights of the either the Revolving Credit Agent or any Revolving Credit Claimholder, the Collateral Trustee, or the Secured Debt Representatives or any Secured Debt Claimholder to enforce this Agreement, including the provisions of this Agreement relating to the priority of the Liens securing the Obligations as provided in Sections 2.1, 3.1 and 3.2.

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2.3                                  No New Liens . So long as the Discharge of Revolving Credit Obligations and the Discharge of Secured Debt Obligations have not occurred, whether or not any Insolvency or Liquidation Proceeding has been commenced by or against the Company or any other Grantor, the Revolving Credit Agent, Revolving Credit Claimholders, the Collateral Trustee, the Secured Debt Representatives and the Secured Debt Claimholders, each 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 Priority Lien Obligation unless it has granted or concurrently grants a Lien on such asset or property to secure all of the Priority Lien Obligations;

(b)                                  grant or permit any additional Liens on any asset or property to secure any Parity Lien Obligations, unless it has granted or concurrently grants a Lien on such asset or property to secure all of the Secured Debt Obligations (except, with respect to Parity Lien Obligations, Separate Collateral); or

(c)                                   grant or permit any additional Liens on any asset or property to secure any Revolving Credit Obligations unless it has granted or concurrently grants a Lien on such asset or property to secure the Priority Lien Obligations.

To the extent any additional Liens are granted on any asset or property pursuant to this Section 2.3, the priority of such additional Liens shall be determined in accordance with Section 2.1 (and with respect to priorities among the Parity Liens and Priority Liens, also the terms of the Collateral Trust Agreement). In addition, to the extent that the foregoing provisions are not complied with for any reason, without limiting any other rights and remedies available hereunder, the Revolving Credit Agent, the Collateral Trustee and each Secured Debt Representative, agree 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.

III.                                  ENFORCEMENT.

3.1                                  Exercise of Remedies – Restrictions on Collateral Trustee, and Secured Debt Representatives and Secured Debt Claimholders .

(a)                                   Until the Discharge of Revolving Credit Obligations has occurred, whether or not any Insolvency or Liquidation Proceeding has been commenced by or against the Company or any other Grantor, the Collateral Trustee and each Secured Debt Representative and Secured Debt Claimholder:

(1)                                   will not exercise or seek to exercise any rights or remedies with respect to any Revolving Credit Collateral (including the exercise of any right of setoff or any right under any Account Agreement, landlord waiver or bailee’s letter or similar agreement or arrangement to which the Collateral Agent, any Secured Debt Representative or any Secured Debt Claimholder is a party) or institute any action or proceeding with respect to such rights or remedies (including any action of foreclosure); provided , however , that the Collateral Trustee may exercise any or all such rights or remedies after the passage of a period of at least 180 days has elapsed since the later of: (i) the date on which a Priority Lien Representative first declares the existence of a Priority Lien Default and demands

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the repayment of all the principal amount of any Priority Lien Obligations; and (ii) the date on which the Revolving Credit Agent received notice from the Collateral Trustee of such declarations of a Priority Lien Default, (the “Priority Lien Standstill Period” ); provided , further , however , that notwithstanding anything herein to the contrary, in no event shall the Collateral Trustee, any Secured Debt Representative or any Secured Debt Claimholder exercise any rights or remedies with respect to the Revolving Credit Collateral if, notwithstanding the expiration of the Priority Lien Standstill Period, the Revolving Credit Agent or Revolving Credit Claimholders shall have commenced and be diligently pursuing the exercise of their rights or remedies with respect to all or any material portion of such Revolving Credit Collateral (prompt notice of such exercise to be given to the Collateral Trustee);

(2)                                   will not contest, protest or object to any foreclosure proceeding or action brought by the Revolving Credit Agent or any Revolving Credit Claimholder or any other exercise by the Revolving Credit Agent or any Revolving Credit Claimholder of any rights and remedies relating to the Revolving Credit Collateral, whether under the Revolving Credit Loan Documents or otherwise; and

(3)                                   subject to their rights under clause (a)(l) above and except as may be permitted