INTERCREDITOR AGREEMENT

Exhibit 10.3

EXECUTION VERSION

INTERCREDITOR AGREEMENT

dated as of

October 1, 2007,

among

BASELINE OIL & GAS CORP.,

as the Company,

WELLS FARGO FOOTHILLS, INC.,

as First Priority Agent,

and

THE BANK OF NEW YORK,

as Second Priority Agent

and

THE BANK OF NEW YORK,

as Third Priority Agent

THIS IS THE INTERCREDITOR AGREEMENT REFERRED TO IN (A) THE INDENTURE, DATED AS OF OCTOBER 1, 2007, BETWEEN BASELINE OIL & GAS CORP. AND THE BANK OF NEW YORK, AS TRUSTEE AND COLLATERAL AGENT, (B) THE INDENTURE, DATED AS OF OCTOBER 1, 2007, BETWEEN BASELINE OIL & GAS CORP. AND THE BANK OF NEW YORK, AS TRUSTEE AND COLLATERAL AGENT, (C) THE CREDIT AGREEMENT, DATED AS OF OCTOBER 1, 2007, AS AMENDED, SUPPLEMENTED OR OTHERWISE MODIFIED FROM TIME TO TIME, AMONG OIL & GAS CORP., THE LENDERS FROM TIME TO TIME PARTY THERETO AND WELLS FARGO FOOTHILLS, INC., AS AGENT, (D) THE OTHER LOAN DOCUMENTS REFERRED TO IN SUCH CREDIT AGREEMENT, AND (E) THE OTHER COLLATERAL AGREEMENTS REFERRED TO IN SUCH INDENTURE.

TABLE OF CONTENTS

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INTERCREDITOR AGREEMENT dated as of October 1, 2007 (this “ Agreement ”), among BASELINE OIL & GAS CORP., a Nevada corporation (the “ Company ”), WELLS FARGO FOOTHILLS, INC., as agent for the First Priority Secured Parties (as defined below) (in such capacity, the “ First Priority Agent ”), THE BANK OF NEW YORK, as trustee and collateral agent for the Second Priority Secured Parties (as defined below) (in such capacity, the “ Second Priority Agent ”), and THE BANK OF NEW YORK, as trustee and collateral agent for the Third Priority Secured Parties (as defined below) (in such capacity, the “ Third Priority Agent ”).

PRELIMINARY STATEMENT

Reference is made to (a) the Credit Agreement, dated as of October 1, 2007 (as amended, supplemented or otherwise modified from time to time in accordance with the terms hereof, the “ First Priority Debt Agreement ”), among the Company, the lenders from time to time party thereto (the “ First Priority Creditors ”) and the First Priority Agent, (b) the Indenture, dated as of October 1, 2007 (as amended, supplemented or otherwise modified from time to time in accordance with the terms hereof, the “ Second Priority Debt Agreement ”), between the Company and The Bank of New York, as Trustee (in such capacity, the “Second Priority Trustee” ) and as Second Priority Agent, with respect to the Company’s 12.5% Senior Secured Notes due 2012, (c) the Indenture, dated as of October 1, 2007 (as amended, supplemented or otherwise modified from time to time in accordance with the terms hereof, the “ Third Priority Debt Agreement ” and, together with the First Priority Debt Agreement, and the Second Priority Debt Agreement, the “ Debt Agreements ”), between the Company and The Bank of New York, as Trustee (in such capacity, the “ Third Priority Trustee ”) and the Third Priority Agent with respect to the Company’s 14% Senior Subordinated Convertible Secured Notes due 2013, (d) the Security Agreement, dated as of October 1, 2007 (as amended, supplemented or otherwise modified from time to time in accordance with the terms hereof, the “ First Priority Security Agreement ”), between the Company, and the First Priority Agent, (e) the Security Agreement, dated as of October 1, 2007 (as amended, supplemented or otherwise modified from time to time in accordance with the terms hereof, the “ Second Priority Security Agreement ”), between the Company, and the Second Priority Agent, (f) the Security Agreement, dated as of October 1, 2007 (as amended, supplemented or otherwise modified from time to time in accordance with the terms hereof, the “ Third Priority Security Agreement ”), among the Company, and the Third Priority Agent, (g) the other Loan Documents as defined, and referred to, in the First Priority Debt Agreement, (h) the other Collateral Agreements as defined, and referred to, in the Second Priority Debt Agreement, and (i) the other Collateral Agreements as defined, and referred to, in the Third Priority Debt Agreement.

RECITALS

A. The First Priority Creditors have agreed to make loans and other extensions of credit to the Company pursuant to the First Priority Debt Agreement on the condition, among others, that the First Priority Claims (such term and each other capitalized term used but not defined in the preliminary statement or these recitals having the meaning given it in Article I) shall be secured by first priority Liens on, and security interests in, the Collateral.

B. The Second Priority Creditors have agreed to purchase and/or hold the Second Priority Notes issued by the Company from time to time pursuant to the Second Priority Debt Agreement on the condition, among others, that the Second Priority Claims shall be secured by second priority Liens on, and security interests in, the Collateral.

C. The Third Priority Creditors have agreed to purchase and/or hold the Third Priority Notes issued by the Company from time to time pursuant to the Third Priority Debt Agreement on the condition, among others, that the Third Priority Claims shall be secured by third priority Liens on, and security interests in, the Collateral.

D. The Debt Agreements require, among other things, that the parties thereto set forth in this Agreement, among other things, their respective rights, obligations and remedies with respect to the Collateral.

Accordingly, the parties hereto agree as follows:

ARTICLE I

Definitions

SECTION 1.01. Certain Defined Terms . Capitalized terms used in this Agreement and not otherwise defined herein shall, except to the extent the context otherwise requires, have the meanings set forth in the Second Priority Debt Agreement (as in effect on the date hereof), the Second Priority Security Agreement (as in effect on the date hereof), the Third Priority Debt Agreement (as in effect on the date hereof), or the Third Priority Security Agreement (as in effect on the date hereof), as applicable.

SECTION 1.02. Other Defined Terms . As used in the Agreement, the following terms shall have the meanings specified below:

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

“ Bankruptcy Law ” shall mean the Bankruptcy Code and any other Federal, state or foreign bankruptcy, insolvency, receivership or similar law.

“ Base Maximum Principal Amount ” means an amount not exceeding $20,000,000.

“ Cash Management Obligations ” means, with respect to any Person, all obligations, whether absolute or contingent, of such Person in respect of overdrafts, returned items and other liabilities owed to any other Person that arises from treasury, depository, foreign exchange (including without limitation foreign currency hedging obligations) or cash management services, including without limitation in connection

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with any automated clearing house transfers of funds, wire transfer services, controlled disbursement accounts or similar transactions, and all obligations in connection with any commercial credit cards or stored value cards.

“ Collateral ” shall mean, collectively, all “Collateral”, as defined in each of the First Priority Debt Agreement or any other First Priority Debt Document, the Second Priority Debt Agreement or any other Second Priority Debt Document, and the Third Priority Debt Agreement or any other Third Priority Debt Document.

“ Company ” shall have the meaning assigned to such term in the preliminary statement to this Agreement.

“ Controlling Agent ” shall mean (a) to the extent that the Discharge of First Priority Claims has not occurred, the First Priority Agent, (b) to the extent that the Discharge of First Priority Claims has occurred and the Discharge of Second Priority Claims has not occurred, the Second Priority Agent, (c) to the extent that the Discharge of First Priority Claims has occurred, the Discharge of Second Priority Claims has occurred and the Discharge of Third Priority Claims has not occurred, the Third Priority Agent and (d) to the extent that the Discharge of First Priority Claims has occurred, the Discharge of Second Priority claims has occurred and the Discharge of Third Priority Claims has occurred, the Persons holding Excess Claims.

“ Debt Agreements ” shall have the meaning assigned to such term in the preliminary statement of this Agreement.

“ Debt Documents ” shall mean the First Priority Debt Documents, the Second Priority Debt Documents and the Third Priority Debt Documents.

“ Discharge of First Priority Claims ” shall mean, subject to Sections 7.02 and 7.04(a), (a) payment in full in cash of the principal of and interest (including interest accruing during the pendency of any Insolvency or Liquidation Proceeding, regardless of whether allowed or allowable in such Insolvency or Liquidation Proceeding) and premium, if any, on all Indebtedness outstanding under the First Priority Debt Documents to the extent constituting First Priority Claims, (b) payment in full in cash of all other First Priority Claims that are due and payable (including, without limitation, the First Priority Cash Management Obligations and the First Priority Hedging Obligations) or otherwise accrued and owing at or prior to the time such principal and interest are paid, (c) cancellation of or the entry into arrangements satisfactory to the First Priority Agent and the Issuing Bank with respect to all Letters of Credit issued and outstanding under the First Priority Debt Agreement and (d) termination or expiration of all commitments to lend and all obligations to issue or extend Letters of Credit under the First Priority Debt Agreement.

“ Discharge of Second Priority Claims ” shall mean, subject to Section 7.04(b), (a) payment in full in cash of the principal of and interest (including interest accruing during the pendency of any Insolvency or Liquidation Proceeding, regardless of whether allowed or allowable in such Insolvency or Liquidation Proceeding) and premium, if any,

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on all Indebtedness outstanding under the Second Priority Debt Documents to the extent constituting Second Priority Claims, (b) payment in full of all First Priority Claims acquired by the Second Priority Agent and/or any of the Second Priority Secured Parties as contemplated by Section 10.06 hereof, and (c) payment in full in cash of all other Second Priority Claims that are due and payable or otherwise accrued and owing at or prior to the time such principal and interest are paid.

“ Discharge of Third Priority Claims ” shall mean, subject to Section 7.04(c), (a) payment in full in cash of the principal of and interest (including interest accruing during the pendency of any Insolvency or Liquidation Proceeding, regardless of whether allowed or allowable in such Insolvency or Liquidation Proceeding) and premium, if any, on all Indebtedness outstanding under the Third Priority Debt Documents to the extent constituting Third Priority Claims, (b) payment in full of all First Priority Claims and Second Priority Claims acquired by the Third Priority Agent and/or any of the Third Priority Secured Parties as contemplated by Section 10.06 hereof, and (c) payment in full in cash of all other Third Priority Claims that are due and payable or otherwise accrued and owing at or prior to the time such principal and interest are paid.

“ Disposition ” shall mean any sale, lease, exchange, transfer or other disposition. “ Dispose ” shall have a correlative meaning.

“ Excess Claims ” shall have the meaning set forth in the last paragraph of the definition of the term “First Priority Claims”.

“ First DIP Financing ” shall have the meaning assigned to such term in Section 6.01(a).

“ First DIP Financing Liens ” shall have the meaning assigned to such term in Section 6.01(a).

“ First Priority Agent ” shall have the meaning assigned to such term in the preamble to this Agreement.

“ First Priority Cash Management Obligations ” shall mean any Cash Management Obligations secured by any Collateral under the same First Priority Debt Documents that secure Obligations under the First Priority Debt Agreement.

“ First Priority Claims ” shall mean, subject to the immediately succeeding paragraph, (a) (i) the due and punctual payment of (A) the principal of and interest (including interest accruing during the pendency of any Insolvency or Liquidation Proceeding, regardless of whether allowed or allowable in such proceeding) on the loans and other advances outstanding under the First Priority Debt Agreement, whether at maturity, by acceleration, upon one or more dates set for prepayment or otherwise, (B) each payment required to be made by the Company under the First Priority Debt Agreement in respect of any Letter of Credit, including payments in respect of reimbursement of disbursements, interest thereon and obligations to provide cash collateral, and (C) all other monetary obligations of the Company to any of the First Priority Secured Parties under the First Priority Debt Agreement and each of the other

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First Priority Debt Documents, including fees (including any early termination or prepayment fees), costs, expenses (including fees and expenses of counsel) and indemnities, whether primary, secondary, direct, contingent, fixed or otherwise (including monetary obligations incurred during the pendency of any Insolvency or Liquidation Proceeding, regardless of whether allowed or allowable in such proceeding), (ii) the due and punctual performance of all other obligations of the Company under or pursuant to the First Priority Debt Agreement and each of the other First Priority Debt Documents, and (iii) the due and punctual payment and performance of all the obligations of each other Grantor under or pursuant to the First Priority Debt Agreement and each of the other First Priority Debt Documents; (b) the due and punctual payment and performance of all First Priority Hedging Obligations of each Grantor, and (c) First Priority Cash Management Obligations.

Notwithstanding the foregoing, to the extent that the sum of (1) the principal amount of any loans or other advances under the First Priority Debt Documents (excluding any First Priority Hedging Obligations and First Priority Cash Management Obligations of the type described in clause (b) or (c) of the immediately preceding paragraph which shall be deemed to constitute First Priority Claims irrespective of this paragraph) plus (2) the aggregate face amount of any Letters of Credit issued and undrawn or drawn but not reimbursed under the First Priority Debt Agreement exceeds the Maximum First Priority Indebtedness Amount, then all such amounts in excess of the Maximum First Priority Indebtedness Amount, together with interest on such excess amounts, shall not constitute First Priority Claims (such excess amounts being referred to herein as “ Excess Claims ”). This Agreement does not constitute the consent by the Second Priority Agent and/or any Second Priority Secured Party to the incurrence or existence of any Excess Claim, or to the provision of collateral security for any Excess Claim, that would constitute a “Default” or “Event of Default” under the Second Priority Debt Agreement, nor does this Agreement constitute a waiver by the Second Priority Agent and/or any Second Priority Secured Party of any such “Default” or “Event of Default”, and nothing in this Agreement shall be interpreted to effect such a consent or waiver. Moreover, this Agreement does not constitute the consent by the Third Priority Agent and/or any Third Priority Secured Party to the incurrence or existence of any Excess Claim, or to the provision of collateral security for any Excess Claim, that would constitute a “Default” or “Event of Default” under the Third Priority Debt Agreement, nor does this Agreement constitute a waiver by the Third Priority Agent and/or any Third Priority Secured Party of any such “Default” or “Event of Default”, and nothing in this Agreement shall be interpreted to effect such a consent or waiver.

“ First Priority Collateral ” shall mean all “Collateral”, as defined in the First Priority Debt Agreement or any other First Priority Debt Document, and any other assets of any Grantor now or at any time hereafter subject to Liens securing any First Priority Claims.

“ First Priority Creditors ” shall have the meaning assigned to such term in the preliminary statement of this Agreement.

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“ First Priority Debt Agreement ” shall have the meaning assigned to such term in the preliminary statement of this Agreement.

“ First Priority Debt Documents ” shall mean the “Loan Documents”, as defined in the First Priority Debt Agreement.

“ First Priority Hedging Obligations ” shall mean any “Obligations” (as defined in the Second Priority Debt Agreement or the Third Priority Debt Agreement as in effect on the date hereof) under each interest rate hedging, cap, collar, swap or other similar agreement or foreign exchange contract, currency swap agreement or other similar agreement that is entered into by any Grantor with any counterparty that is the First Priority Agent or a First Priority Creditor or an Affiliate of the First Priority Agent or a First Priority Creditor at the time such interest rate hedging, cap, collar, swap or other similar agreement or foreign exchange contract, currency swap agreement or other similar agreement is entered into.

“ First Priority Liens ” shall mean all Liens on the First Priority Collateral securing the First Priority Claims, whether created under the First Priority Security Documents or acquired by possession, statute (including any judgment lien), operation of law, subrogation or otherwise.

“ First Priority Mortgages ” shall mean, collectively, each mortgage, deed of trust, leasehold mortgage, assignment of leases and rents, modifications and any other agreement, document or instrument pursuant to which a Lien on real property is granted by any Grantor to secure any First Priority Claims or under which rights or remedies with respect to any such Lien are governed.

“ First Priority Secured Parties ” shall mean, at any time, (a) the First Priority Creditors, (b) the First Priority Agent, (d) the Issuing Bank, (e) each other Person to whom any of the First Priority Claims is owed (including any Affiliate of a First Priority Creditor to whom any First Priority Claims of the type described in clause (b) or (c) of the definition thereof is owed) and (f) the successors and assigns of each of the foregoing.

“ First Priority Security Agreement ” shall have the meaning assigned to such term in the preliminary statement of this Agreement.

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

“ Grantors ” shall mean the Company and each of its Subsidiaries that shall have created or purported to create any First Priority Lien, Second Priority Lien or Third Priority Lien on all or any part of its assets to secure any First Priority Claims, any Second Priority Claims or any Third Priority Claims.

“ Guarantors ” shall mean, collectively, each Grantor that has guaranteed, or that may from time to time hereafter guarantee, the First Priority Claims, the Second Priority Claims or the Third Priority Claims, whether by executing and delivering the applicable Debt Agreement, a supplement thereto or otherwise.

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“ Indebtedness ” shall mean and includes all obligations that constitute “Indebtedness”, as defined in the First Priority Debt Agreement, the Second Priority Debt Agreement or the Third Priority Debt Agreement, as applicable.

“ Insolvency or Liquidation Proceeding ” shall mean (a) any voluntary or involuntary proceeding under the Bankruptcy Code or any other Bankruptcy Law with respect to any Grantor, (b) any voluntary or involuntary appointment of a receiver, trustee, custodian, sequestrator, conservator or similar official for any Grantor or for a substantial part of the property or assets of any Grantor, (c) any voluntary or involuntary winding-up or liquidation of any Grantor, or (d) a general assignment for the benefit of creditors by any Grantor.

“ Inventory ” means, with respect to any Grantor, all of such Grantor’s now owned or hereafter acquired right, title, and interest with respect to inventory, including goods held for sale or lease or to be furnished under a contract of service, goods that are leased by such Grantor as lessor, goods that are furnished by such Grantor under a contract of service, and raw materials, work in process, or materials used or consumed in such Grantor’s business.

“ Issuing Bank ” shall mean the “Issuing Lender” as defined in the First Priority Debt Agreement.

“ Letter of Credit ” shall mean a “L/C” as defined in the First Priority Debt Agreement.

“ Lien ” shall mean, with respect to any asset, (a) any mortgage, deed of trust, lien, pledge, hypothecation, encumbrance, charge or security interest in, on or of such asset, (b) the interest of a vendor or a lessor under any conditional sale agreement, capital lease or title retention agreement (or any financing lease having substantially the same economic effect as any of the foregoing) relating to such asset and (c) in the case of securities, any purchase option, call or similar right of a third Person with respect to such securities.

“ Liquidation Sale ” shall mean a so-called bulk sale, liquidation sale or “going out of business sale” conducted either by any Secured Party or a Grantor in respect to all or a substantial portion of such Grantor’s Collateral following the occurrence and during the continuance of an Event of Default under, and as defined in any of the Debt Documents.

“ Maximum First Priority Indebtedness Amount ” shall mean the sum of (i) the then applicable Base Maximum Principal Amount less the aggregate amount (other than by virtue of any initial or subsequent refinancing of Indebtedness under the First Priority Debt Documents in whole or in part) applied from time to time to permanently reduce the principal of Indebtedness under the First Priority Debt Documents, (ii) the amount by which the U.S. dollar equivalent of the principal amount of the loans and Letters of Credit under the First Priority Debt Documents exceeds the amount allowed under the

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foregoing clause (i) as a result of currency fluctuations, and (iii) other Indebtedness in an aggregate principal amount not to exceed the unused portion of the Indebtedness permitted under clause (16) of the definition of “Permitted Indebtedness” contained in the Second Priority Debt Agreement or Indebtedness permitted under clause (16) of the definition of “Permitted Indebtedness” contained in the Third Priority Debt Agreement.

For the sake of clarity, (i) the Maximum First Priority Indebtedness Amount is intended to be applicable only to the principal amount of any loans or advances under the First Priority Debt Documents and the aggregate amount of any undrawn or unreimbursed Letters of Credit issued thereunder; and (ii) all interest (including interest accruing during the pendency of any Insolvency or Liquidation Proceeding, regardless of whether allowed or allowable in such proceeding), (other than interest on Excess Claims), fees, costs and indemnities (whether or not charged to the Loan Account (as defined in the First Priority Debt Agreement) under the First Priority Debt Agreement) and First Priority Hedging Obligations and First Priority Cash Management Obligations which are included under the definition of First Priority Claims shall not be subject to the Maximum First Priority Indebtedness Amount, notwithstanding that such interest, fees, costs and indemnities and First Priority Hedging Obligations and First Priority Cash Management Obligation constitute First Priority Claims hereunder and not Excess Claims.

“ Maximum Second Priority Indebtedness Amount ” shall mean $115,000,000.

“ Maximum Third Priority Indebtedness Amount ” shall mean $57,500,000.

“ New First Priority Agent ” shall have the meaning assigned to such term in Section 7.02.

“ New First Priority Claims ” shall have the meaning assigned to such term in Section 7.02.

“ New First Priority Debt Documents ” shall have the meaning assigned to such term in Section 7.02.

“ Other Priority Agents ” shall mean (a) to the extent that the Discharge of First Priority Claims has not occurred, the Second Priority Agent and the Third Priority Agent and (b) to the extent that the Discharge of First Priority Claims has occurred and the Discharge of Second Priority Claims has not occurred, the Third Priority Agent.

“ Other Priority Claims ” shall mean (a) to the extent that the Discharge of First Priority Claims has not occurred, the Second Priority Secured Claims and the Third Priority Secured Claims and (b) to the extent that the Discharge of First Priority Claims has occurred and the Discharge of Second Priority Claims has not occurred, the Third Priority Secured Claims.

“ Other Priority Liens ” shall mean (a) to the extent that the Discharge of First Priority Claims has not occurred, the Second Priority Liens granted under the Second Priority Debt Documents and the Third Priority Liens granted under the Third Priority Debt Documents and (b) to the extent that the Discharge of First Priority Claims has occurred and the Discharge of Second Priority Claims has not occurred, the Third Priority Liens granted under the Third Priority Debt Documents.

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“ Other Priority Secured Parties ” shall mean (a) to the extent that the Discharge of First Priority Claims has not occurred, the Second Priority Secured Parties and the Third Priority Secured Parties and (b) to the extent that the Discharge of First Priority Claims has occurred and the Discharge of Second Priority Claims has not occurred, the Third Priority Secured Parties.

“ Pledged or Controlled Collateral ” shall have the meaning assigned to such term in Article V.

“ Refinance ” shall mean, in respect of any Indebtedness, to refinance, extend, renew, restructure (including by the amendment and restatement of any instrument or agreement evidencing such Indebtedness) or replace or to issue other Indebtedness in exchange or replacement for, such Indebtedness, in whole or in part. “ Refinanced ” and “ Refinancing ” shall have correlative meanings.

“ Refinancing Notice ” shall have the meaning assigned to such term in Section 7.02.

“ Release ” shall have the meaning assigned to such term in Section 3.04.

“ Second DIP Financing ” shall have the meaning assigned to such term in Section 6.01(b).

“ Second DIP Financing Liens ” shall have the meaning assigned to such term in Section 6.01(b).

“ Second Lien Standstill Period ” shall have the meaning assigned to such term in Section 3.02(a)(i).

“ Second Priority Agent ” shall have the meaning assigned to such term in the preamble to this Agreement.

“ Second Priority Claims ” shall mean all “Obligations”, as defined in the Second Priority Security Agreement of the Grantors under the Second Priority Debt Documents.

Notwithstanding the foregoing, if the aggregate principal amount of any notes (including the Second Priority Notes), debentures, loans or other advances under the Second Priority Debt Documents exceeds the Maximum Second Priority Indebtedness Amount, then all such principal amounts in excess of the Maximum Second Priority Indebtedness Amount shall not constitute Second Priority Claims.

“ Second Priority Collateral ” shall mean all “Collateral”, as defined in any Second Priority Debt Document, and any other assets of any Grantor now or at any time hereafter subject to Liens securing any Second Priority Claims.

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“ Second Priority Creditors ” shall mean the “Holders”, as defined in the Second Priority Debt Agreement.

“ Second Priority Debt Agreement ” shall have the meaning assigned to such term in the preliminary statement of this Agreement.

“ Second Priority Debt Documents ” shall mean the “Indenture Documents”, as defined in the Second Priority Debt Agreement.

“ Second Priority Liens ” shall mean all Liens on the Second Priority Collateral securing the Second Priority Claims, whether created under the Second Priority Security Documents or acquired by possession, statute (including any judgment lien), operation of law, subrogation or otherwise.

“ Second Priority Mortgages ” shall mean, collectively, each mortgage, deed of trust, leasehold mortgage, assignment of leases and rents, modifications and any other agreement, document or instrument pursuant to which any Lien on real property is granted by any Grantor to secure any Second Priority Claims or under which rights or remedies with respect to any such Lien are governed.

“ Second Priority Notes ” shall mean the notes issued to the Second Priority Secured Parties under the Second Priority Debt Agreement.

“ Second Priority Permitted Actions ” shall have the meaning assigned to such term in Section 3.01(a).

“ Second Priority Secured Parties ” shall mean, at any time, (a) the Second Priority Creditors, (b) the Second Priority Trustee, (c) the Second Priority Agent, (d) each other Person to whom any of the Second Priority Claims (including indemnification obligations) is owed and (e) the successors and assigns of each of the foregoing.

“ Second Priority Security Agreement ” shall have the meaning assigned to such term in the preliminary statement of this Agreement.

“ Second Priority Security Documents ” shall mean the “Collateral Agreements”, as defined in the Second Priority Debt Agreement, and any other agreement, document or instrument pursuant to which a Lien is granted by any Grantor to secure any Second Priority Claims or under which rights or remedies with respect to any such Lien are governed.

“ Secured Parties ” shall mean, as the context may require, the First Priority Secured Parties, the Second Priority Secured Parties and/or the Third Priority Secured Parties.

“ Security Documents ” shall mean the First Priority Security Documents, the Second Priority Security Documents, and the Third Priority Security Documents.

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“ Third Lien Standstill Period ” shall have the meaning assigned to such term in Section 3.02(b)(i).

“ Third Priority Agent ” shall have the meaning assigned to such term in the preamble to this Agreement.

“ Third Priority Claims ” shall mean all “Obligations”, as defined in the Third Priority Security Agreement of the Grantors under the Third Priority Debt Documents.

Notwithstanding the foregoing, if the aggregate principal amount of any notes (including the Third Priority Notes), debentures, loans or other advances under the Third Priority Debt Documents exceeds the Maximum Third Priority Indebtedness Amount, then all such principal amounts in excess of the Maximum Third Priority Indebtedness Amount shall not constitute Third Priority Claims.

“ Third Priority Collateral ” shall mean all “Collateral”, as defined in any Third Priority Debt Document, and any other assets of any Grantor now or at any time hereafter subject to Liens securing any Third Priority Claims.

“ Third Priority Creditors ” shall mean the “Holders”, as defined in the Third Priority Debt Agreement.

“ Third Priority Debt Agreement ” shall have the meaning assigned to such term in the preliminary statement of this Agreement.

“ Third Priority Debt Documents ” shall mean the “Indenture Documents”, as defined in the Third Priority Debt Agreement.

“ Third Priority Liens ” shall mean all Liens on the Third Priority Collateral securing the Third Priority Claims, whether created under the Third Priority Security Documents or acquired by possession, statute (including any judgment lien), operation of law, subrogation or otherwise.

“ Third Priority Mortgages ” shall mean, collectively, each mortgage, deed of trust, leasehold mortgage, assignment of leases and rents, modifications and any other agreement, document or instrument pursuant to which any Lien on real property is granted by any Grantor to secure any Third Priority Claims or under which rights or remedies with respect to any such Lien are governed.

“ Third Priority Notes ” shall mean shall mean the notes issued to the Third Priority Secured Parties under the Third Priority Debt Agreement.

“ Third Priority Permitted Actions ” shall have the meaning assigned to such term in Section 3.01(b).

“ Third Priority Secured Parties ” shall mean, at any time, (a) the Third Priority Creditors, (b) the Third Priority Trustee, (c) the Third Priority Agent, (d) each other Person to whom any of the Third Priority Claims (including indemnification obligations) is owed and (e) the successors and assigns of each of the foregoing.

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“ Third Priority Security Agreement ” shall have the meaning assigned to such term in the preliminary statement of this Agreement.

“ Third Priority Security Documents ” shall mean the “Collateral Agreements”, as defined in the Third Priority Debt Agreement, and any other agreement, document or instrument pursuant to which a Lien is granted by any Grantor to secure any Third Priority Claims or under which rights or remedies with respect to any such Lien are governed.

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

SECTION 1.03. Terms Generally . The definitions of terms herein shall apply equally to the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “include”, “includes” and “including” shall be deemed to be followed by the phrase “without limitation.” The word “will” shall be construed to have the same meaning and effect as the word “shall”. Unless the context requires otherwise (a) any definition of or reference to any agreement, instrument or other document herein shall be construed as referring to such agreement, instrument or other document as from time to time amended, restated, supplemented or otherwise modified, (b) any reference herein (i) to any Person shall be construed to include such Person’s successors and assigns and (ii) to the Company or any other Grantor shall be construed to include the Company or such Grantor as debtor and debtor-in-possession and any receiver or trustee for the Company or any other Grantor, as the case may be, in any Insolvency or Liquidation Proceeding or Liquidation Sale, (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 Articles or Sections shall be construed to refer to Articles or 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.

ARTICLE II

Lien Priorities

SECTION 2.01. Relative Priorities . Notwithstanding the date, manner or order of grant, attachment or perfection of any Third Priority Lien, any Second Priority Lien, any First Priority Lien or any Lien that would constitute a First Priority Lien but for the fact that it purportedly secures any Excess Claims, and notwithstanding any provision of the UCC or any other applicable law or the provisions of any Security Document or any other Debt Document or any other circumstance whatsoever, each Collateral Agent, for itself and on behalf of the Secured Parties on whose behalf it acts in such capacity therefor, hereby agrees that,

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(a) so long as the Discharge of First Priority Claims has not occurred, (i) any First Priority Lien on any Collateral now or hereafter held by or for the benefit of any First Priority Secured Party shall be senior in right, priority, operation, effect and all other respects to any and all Second Priority Liens and Third Priority Liens on any Collateral and (ii) any Second Priority Lien and any Third Priority Lien on any Collateral now or hereafter held by or for the benefit of any Second Priority Secured Party and any Third Priority Secured Party shall be junior and subordinate in right, priority, operation, effect and all other respects to any and all First Priority Liens on any Collateral, and the First Priority Liens on any Collateral shall be and remain senior in right, priority, operation, effect and all other respects to any Second Priority Liens and Third Priority Liens on any Collateral for all purposes, whether or not any First Priority Liens on any Collateral are subordinated in any respect to any other Lien held by any Person (other than the Second Priority Secured Parties and the Third Priority Secured Parties) securing any other obligation of the Company, any other Grantor or any other Person;

(b) so long as the Discharge of Second Priority Claims has not occurred, (i) any Second Priority Lien on any Collateral now or hereafter held by or for the benefit of any Second Priority Secured Party shall be senior in right, priority, operation, effect and all other respects to any and all Third Priority Liens on any Collateral and (ii) any Third Priority Lien on any Collateral now or hereafter held by or for the benefit of any Third Priority Secured Party shall be junior and subordinate in right, priority, operation, effect and all other respects to any and all Second Priority Liens on any Collateral, and the Second Priority Liens on any Collateral shall be and remain senior in right, priority, operation, effect and all other respects to any Third Priority Liens on any Collateral for all purposes, whether or not any Second Priority Liens on any Collateral are subordinated in any respect to any other Lien held by any Person (other than the Third Priority Secured Parties) securing any other obligation of the Company, any other Grantor or any other Person; and

(c) so long as the Discharge of Second Priority Claims and the Discharge of Third Priority Claims have not occurred, (i) (x) any Second Priority Lien now or hereafter held by or for the benefit of any Second Priority Secured Party that secure Second Priority Claims up to the Maximum Second Priority Indebtedness Amount, and (y) any Third Priority Lien now or hereafter held by or for the benefit of any Third Priority Secured Party Claims up to the Maximum Third Priority Indebtedness Amount, shall be, in each case, senior in right, priority, operation, effect and all other respects to any and all Liens that would have constituted First Priority Liens but for the fact that they secure Excess Claims, and (ii) any such Lien now or hereafter held by or for the benefit of any Persons that would otherwise hold First Priority Secured Claims but for the operation of the second paragraph of the definition of the term “First

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Priority Claims”, shall be junior and subordinate in right, priority, operation, effect and all other respects to any and all (x) Second Priority Liens that secure Second Priority Claims up to the Maximum Second Priority Indebtedness Amount, and (y) Third Priority Liens that secured Third Priority Claims up to the Maximum Third Priority Indebtedness Amount, and the Second Priority Liens and the Third Priority Liens shall be and remain senior in right, priority, operation, effect and all other respects to any such Liens for all purposes, whether or not any Second Priority Liens or any Third Priority Liens are subordinated in any respect to any other Lien held by any Person (other than the First Priority Secured Parties in respect of the First Priority Claims) securing any other obligation of the Company, any other Grantor or any other Person.

SECTION 2.02. Prohibition on Contesting Liens. Each Collateral Agent, for itself and on behalf of the other Secured Parties on whose behalf it acts in such capacity therefor, 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, validity or enforceability of any Third Priority Lien, any Second Priority Lien, any First Priority Lien or any Lien that would constitute a First Priority Lien but for the fact that it purportedly secures any Excess Claims, as the case may be; provided that nothing in this Agreement shall be construed to prevent or impair the rights of any Collateral Agent or any other Secured Party to enforce this Agreement to the extent provided hereby.

SECTION 2.03. No New Liens. (a) The parties hereto agree that, so long as the Discharge of First Priority Claims has not occurred, none of the Grantors shall, nor shall any Grantor permit any of its subsidiaries to, (i) grant or permit any additional Liens on any asset of a Grantor to secure any Second Priority Claim or any Third Priority Claim unless it has granted, or substantially concurrently therewith grants, a Lien on such asset of such Grantor to secure the First Priority Claims or (ii) grant or permit any additional Liens on any asset of a Grantor to secure any First Priority Claims unless it has granted, or substantially concurrently therewith grants, a Lien on such asset of a Grantor to secure the Second Priority Claims or the Third Priority Claims, with each such Lien to be subject to the provisions of this Agreement. To the extent that the provisions of the immediately preceding sentence are not complied with for any reason, without limiting any other right or remedy available to the First Priority Agent or the other First Priority Secured Parties, (x) the Second Priority Agent agrees, for itself and on behalf of the other Second Priority Secured Parties, that any amounts received by or distributed to any Second Priority Secured Party pursuant to or as a result of any Lien granted in contravention of this Section 2.03 shall be subject to Section 4.02(a) and (y) the Third Priority Agent agrees, for itself and on behalf of the other Third Priority Secured Parties that any amounts received by or distributed to any Third Priority Secured Party pursuant to or as a result of any Lien granted in contravention of this Section 2.03 shall be subject to Section 4.02(a).

(b) The parties hereto agree that, so long as the Discharge of Second Priority Claims has not occurred, none of the Grantors shall, nor shall any Grantor permit any of

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its subsidiaries to, grant or permit any additional Liens on any asset of a Grantor to secure any Second Priority Claim or any Third Priority Claim unless it has granted, or substantially concurrently therewith grants, a Lien on such asset of such Grantor to secure all Second Priority Claims and Third Priority Claims, with each such Lien to be subject to the provisions of this Agreement. To the extent that the provisions of the immediately preceding sentence are not complied with for any reason, without limiting any other right or remedy available to the Second Priority Agent or the other Second Priority Secured Parties, the Third Priority Agent agrees, for itself and on behalf of the other Third Priority Secured Parties that any amounts received by or distributed to any Third Priority Secured Party pursuant to or as a result of any Lien granted in contravention of this Section 2.03 shall be subject to Section 4.02(b).

(c) The parties hereto agree that, so long as the Discharge of Second Priority Claims and the Discharge of Third Priority Claims have not occurred, none of the Grantors shall, nor shall any Grantor permit any of its subsidiaries to, grant or permit any additional Liens on any asset to secure any Excess Claims other than Liens that would otherwise constitute First Priority Liens but for the fact that such Liens secured Excess Claims. To the extent that the provisions of the immediately preceding sentence are not complied with for any reason, without limiting any other right or remedy available to the Second Priority Agent or the other Second Priority Secured Parties or the Third Priority Agent or the other Third Priority Secured Parties, each Person that holds Excess Claims agrees that any amounts received by or distributed to any such Person pursuant to or as a result of any Lien granted in contravention of this Section 2.03(b) shall be subject to Section 4.02(c).

SECTION 2.04. Similar Collateral. The parties hereto acknowledge and agree that it is their intention that the First Priority Collateral, the Second Priority Collateral and the Third Priority Collateral be identical. In furtherance of the foregoing, the parties hereto agree to cooperate in good faith in order to determine, upon any reasonable request by the First Priority Agent, the Second Priority Agent or the Third Priority Agent, the specific assets included in the First Priority Collateral, the Second Priority Collateral and the Third Priority Collateral, the steps taken to perfect the First Priority Liens, the Second Priority Liens and the Third Priority Liens thereon and the identity of the respective parties obligated under the First Priority Debt Documents, the Second Priority Debt Documents and the Third Priority Debt Documents in respect of the First Priority Claims, the Second Priority Claims and the Third Priority Claims, respectively.

ARTICLE III

Enforcement of Rights; Matters Relating to Collateral

SECTION 3.01 . Exercise of Rights and Remedies. (a) (i) So long as the Discharge of First Priority Claims has not occurred, whether or not any Insolvency or Liquidation Proceeding or Liquidation Sale has been commenced, the First Priority Agent and the other First Priority Secured Parties shall have the exclusive right to enforce rights and exercise remedies (including any right of setoff) with respect to the Collateral

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(including making determinations regarding the release, Disposition or restrictions with respect to the Collateral), or to commence or seek to commence any action or proceeding with respect to such rights or remedies (including any foreclosure action or proceeding or any Insolvency or Liquidation Proceeding or Liquidation Sale), in each case, without any consultation with or the consent of the Second Priority Agent or any other Second Priority Secured Party or the Third Priority Agent or any other Third Priority Secured Party; provided that, notwithstanding the foregoing, (x) (i) in any Insolvency or Liquidation Proceeding, the Second Priority Agent may file a proof of claim or statement of interest with respect to the Second Priority Claims; (ii) the Second Priority Agent may take any action to preserve or protect the validity and enforceability of the Second Priority Liens, provided that no such action is, or could reasonably be expected to be, (A) adverse to the First Priority Liens or the rights of the First Priority Agent or any other First Priority Secured Party to exercise remedies in respect thereof or (B) otherwise inconsistent with the terms of this Agreement, including the automatic release of Second Priority Liens provided in Section 3.04; (iii) the Second Priority Secured Parties may file any 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 Priority Secured Parties, including any claims secured by the Collateral or otherwise make any agreements or file any motions pertaining to the Second Priority Claims, in each case, to the extent not inconsistent with the terms of this Agreement; (iv) the Second Priority Secured Parties may exercise rights and remedies as unsecured creditors, as provided in Section 3.03(a); and (v) subject to Section 3.02(a), the Second Priority Agent and the other Second Priority Secured Parties may enforce any of their rights and exercise any of their remedies with respect to the Collateral after the termination of the Second Lien Standstill Period (the actions described in clause (x) of this proviso being referred to herein as the “ Second Priority Permitted Actions ”), and (y) (i) in any Insolvency or Liquidation Proceeding, the Third Priority Agent may file a proof of claim or statement of interest with respect to the Third Priority Claims; (ii) the Third Priority Agent may take any action to preserve or protect the validity and enforceability of the Third Priority Liens, provided that no such action is, or could reasonably be expected to be, (A) adverse to the First Priority Liens or the rights of the First Priority Agent or any other First Priority Secured Party to exercise remedies in respect thereof or (B) otherwise inconsistent with the terms of this Agreement, including the automatic release of Third Priority Liens provided in Section 3.04; (iii) the Third Priority Secured Parties may file any 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 Third Priority Secured Parties, including any claims secured by the Collateral or otherwise make any agreements or file any motions pertaining to the Third Priority Claims, in each case, to the extent not inconsistent with the terms of this Agreement; (iv) the Third Priority Secured Parties may exercise rights and remedies as unsecured creditors, as provided in Section 3.03(a); and (v) subject to Section 3.02(a), the Third Priority Agent and the other Third Priority Secured Parties may enforce any of their rights and exercise any of their remedies with respect to the Collateral after the termination of the Third Lien Standstill Period (the actions described in clause (y) of this proviso being referred to herein as the “ Third Priority Permitted Actions ”). Except for the Second Priority

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Permitted Actions and the Third Priority Permitted Actions, unless and until the Discharge of First Priority Claims has occurred, the sole right of the Second Priority Agent and the other Second Priority Secured Parties and the Third Priority Agent and the other Third Priority Secured Parties with respect to the Collateral shall be to receive the proceeds of the Collateral, if any, remaining after the Discharge of First Priority Claims has occurred and in accordance with the Second Priority Debt Documents or the Third Priority Debt Documents, as applicable, and applicable law.

(ii) So long as the Discharge of First Priority Claims has not occurred and the Discharge of Second Priority Claims has not occurred, whether or not any Insolvency or Liquidation Proceeding or Liquidation Sale has been commenced, the Second Priority Agent and the other Second Priority Secured Parties shall have the exclusive right to enforce rights and exercise remedies (including any right of setoff) with respect to the Collateral (including making determinations regarding the release, Disposition or restrictions with respect to the Collateral), or to commence or seek to commence any action or proceeding with respect to such rights or remedies (including any foreclosure action or proceeding or any Insolvency or Liquidation Proceeding or Liquidation Sale), in each case, without any consultation with or the consent of the Third Priority Agent or any other Third Priority Secured Party; provided that, notwithstanding the foregoing, the Third Priority Agent and the other Third Priority Secured Parties may take any Third Priority Permitted Action. Except for the Third Priority Permitted Actions, unless and until the Discharge of Second Priority Claims has occurred, the sole right of the Third Priority Agent and the other Third Priority Secured Parties with respect to the Collateral shall be to receive the proceeds of the Collateral, if any, remaining after Discharge of the Second Priority Claims has occurred and in accordance with the Third Priority Debt Documents and applicable law.

(b) (i) In exercising rights and remedies with respect to the Collateral, the First Priority Agent and the other First Priority Secured Parties may enforce the provisions of the First Priority Debt Documents and exercise remedies thereunder, all in such order and in such manner as they may determine in their sole discretion. Such exercise and enforcement shall include the rights of an agent appointed by them to Dispose of Collateral upon foreclosure, to incur expenses in connection with any such Disposition and to exercise all the rights and remedies of a secured creditor under the Uniform Commercial Code, the Bankruptcy Code or any other Bankruptcy Law. The First Priority Agent agrees to provide at least ten Business Days’ prior written notice to the Second Priority Agent and the Third Priority Agent of its intention to foreclose upon or Dispose of any Collateral; provided , however , that the failure to give any such notice shall not in any way limit its ability to foreclose upon or Dispose of any Collateral.

(ii) After the Discharge of First Priority Claims, in exercising rights and remedies with respect to the Collateral, the Second Priority Agent and the other Second Priority Secured Parties may enforce the provisions of the Second Priority Debt Documents and exercise remedies thereunder, all in such order and in such manner as they may determine in their sole discretion. Such exercise and enforcement shall include the rights of an agent appointed by them to Dispose of Collateral upon foreclosure, to incur expenses in connection with any such Disposition and to exercise all the rights and

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remedies of a secured creditor under the Uniform Commercial Code, the Bankruptcy Code or any other Bankruptcy Law. The Second Priority Agent agrees to provide at least ten Business Days’ prior written notice to the Third Priority Agent and any Person holding an Excess Claim of its intention to foreclose upon or Dispose of any Collateral; provided , however , that the failure to give any such notice shall not in any way limit its ability to foreclose upon or Dispose of any Collateral.

(c)(i) The Second Priority Agent, for itself and on behalf of the other Second Priority Secured Parties, hereby acknowledges and agrees that no covenant, agreement or restriction contained in any Second Priority Security Document or any other Second Priority Debt Document shall be deemed to restrict in any way the rights and remedies of the First Priority Agent or the other First Priority Secured Parties with respect to the Collateral as set forth in this Agreement and the other First Priority Debt Documents; and (ii) the Third Priority Agent, for itself and on behalf of the other Third Priority Secured Parties, hereby acknowledges and agrees that no covenant, agreement or restriction contained in any Third Priority Security Document or any other Third Priority Debt Document shall be deemed to restrict in any way the rights and remedies of (A) the First Priority Agent or the other First Priority Secured Parties with respect to the Collateral as set forth in this Agreement and the other First Priority Debt Documents, or (B) the Second Priority Agent or the other Second Priority Secured Parties with respect to the Collateral as set forth in this Agreement and the other Second Priority Debt Documents.

(d)(i) Notwithstanding anything in this Agreement to the contrary, following the acceleration of the Indebtedness then outstanding under the First Priority Debt Agreement, the Second Priority Secured Parties may, at their sole expense and effort, upon notice to the Company and the First Priority Agent (which notice shall be irrevocable), require the First Priority Secured Parties to transfer and assign to the Second Priority Secured Parties, without warranty or representation or recourse, all (but not less than all) of the First Priority Claims (such right, the “ Buy-Out Right ”); provided that (x) such assignment shall not conflict with any law, rule or regulation or order of any court or other Governmental Authority having jurisdiction, and (y) the Second Priority Secured Parties shall have paid to the First Priority Agent, for the account of the First Priority Secured Parties, in immediately available funds, an amount (such amount, the “ First Priority Claim Buy-Out Amount ”) equal to: 100% of the principal of such Indebtedness plus all accrued and unpaid interest thereon plus all accrued and unpaid fees (other than any fees that become due as a result of the prepayment of the loans and other advances under, or early termination of, the First Priority Debt Agreement (such fees are referred to hereinafter as “ First Priority Termination Fees ”)) plus all the other First Priority Claims then outstanding (which shall include, with respect to (i) the aggregate face amount of the Letters of Credit outstanding under the First Priority Debt Agreement, an amount in cash equal to 105% thereof, (ii) each interest rate hedging, cap, collar, swap or other similar agreements that evidence any First Priority Hedging Obligations, 100% of the aggregate amount of such First Priority Claims, after giving effect to any netting arrangements, that the applicable Grantor would be required to pay if such interest rate hedging, cap, collar, swap or other similar agreements were terminated at such time, and (iii) each agreement that evidence any First Priority Cash Management Obligations,

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100% of the aggregate amount of such First Priority Claims). In order to effectuate the foregoing, the First Priority Agent shall calculate, upon the written request of the Second Priority Agent from time to time, the amount in cash that would be necessary so to purchase the First Priority Claims. If the right set forth in this Section 3.01(d)(i) is exercised, the parties shall endeavor to close promptly thereafter but in any event within ten Business Days of the request set forth in the first sentence of this Section 3.01(d)(i). If the Second Priority Secured Parties exercise the right set forth in this Section 3.01(d)(i), it shall be exercised pursuant to documentation mutually acceptable to each of the First Priority Agent and the Second Priority Agent. Notwithstanding anything to the contrary herein, if, at any time following the consummation of such transfer and assignment and the occurrence of the Discharge of First Priority Claims and the Discharge of Second Priority Claims (other than, for the avoidance of doubt, the payment of any fees that become due as a result of the prepayment or termination of the Second Priority Claims and the payment of Second Priority Claims in excess of the Maximum Second Priority Indebtedness Amount), the Second Priority Secured Parties recover any First Priority Termination Fees prior to the first anniversary of the date of such transfer and assignment is consummated, they shall turn over such fees to First Priority Secured Parties in the form and to the extent received.

(ii) If the Second Priority Secured Parties have the opportunity to exercise their Buy-Out Right and elect not to exercise such right, or if the Discharge of First Priority Claims has occurred and the Indebtedness then outstanding under the Second Priority Debt Agreement has been accelerated, then the Third Priority Secured Parties may, at their sole expense and effort, upon notice to the Company and the First Priority Agent and the Second Priority Agent (which notice shall be irrevocable), require the First Priority Secured Parties and the Second Priority Secured Parties to transfer and assign to the First Priority Secured Parties, without warranty or representation or recourse, all (but not less than all) of the First Priority Claims and Second Priority Claims; provided that (x) such assignment shall not conflict with any law, rule or regulation or order of any court or other Governmental Authority having jurisdiction, and (y) the Third Priority Secured Parties shall have paid to the First Priority Agent and the Third Priority Agent, for the account of the First Priority Secured Parties and the Second Priority Secured Parties, in immediately available funds, an amount equal to, (x) in respect of the First Priority Claims, the First Priority Claim Buy-Out Amount and, (y) in respect of the Second Priority Claims, 100% of the principal of such Indebtedness plus all accrued and unpaid interest thereon plus all accrued and unpaid fees (other than any fees that become due as a result of the prepayment of the Loans and other advances under, or in early termination of the Second Priority Debt Agent (such fee referred to herein as the “ Second Priority Termination Fee ”) plus all other Second Priority Claims then outstanding. If the right set forth in this Section 3.01(d)(ii) is exercised, the parties shall endeavor to close promptly thereafter but in any event within ten Business Days of the request set forth in the first sentence of this Section 3.01(d)(ii). If the Third Priority Secured Parties exercise the right set forth in this Section 3.01(d)(ii), it shall be exercised pursuant to documentation mutually acceptable to each of the First Priority Agent and the Second Priority Agent, in respect of its sale, and the Third Priority Agent. Notwithstanding anything to the contrary herein, if, at any time following the consummation of such transfer and assignment and the occurrence of the Discharge of

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First Priority Claims, the Discharge of Second Priority Claims and the Discharge of Third Priority Claims (other than, for the avoidance of doubt, the payment of any fees that become due as a result of the prepayment or termination of the Third Priority Claims and the payment of Third Priority Claims in excess of the Maximum Third Priority Indebtedness Amount), the Third Priority Secured Parties recover any First Termination Fees or any Second Termination Fees prior to the first anniversary of the date of such transfer and assignment is consummated, they shall turn over such fees to the First Priority Secured Parties or the Second Priority Secured Parties, as applicable, in the form and to the extent received.

(e)( i) So long as the Discharge of First Priority Claims has occurred and the Discharge of Second Priority Claims and the Discharge of Third Priority Claims have not occurred, whether or not any Insolvency or Liquidation Proceeding has been commenced or Liquidation Sale, the Second Priority Agent and the other Second Priority Secured Parties shall have the exclusive right to enforce rights and exercise remedies (including any right of setoff) with respect to the Collateral (including making determinations regarding the release, Disposition or restrictions with respect to the Collateral), or to commence or seek to commence any action or proceeding with respect to such rights or remedies (including any foreclosure action or proceeding or any Insolvency or Liquidation Proceeding or Liquidation Sale), in each case, without any consultation with or the consent of any Person that holds an Excess Claims; provided that, notwithstanding the foregoing, (i) in any Insolvency or Liquidation Proceeding, any such Person may file a proof of claim or statement of interest with respect to the Excess Claims; (ii) any such Person may take any action to preserve or protect the validity and enforceability of the Liens that would have constituted First Priority Liens but for the fact that such Liens secure Excess Claims, provided that no such action is, or could reasonably be expected to be, (A) adverse to the Second Priority Liens or the Third Priority Liens or the rights of the Second Priority Agent, any other Second Priority Secured Party, the Third Priority Agent or any other Third Priority Secured Party to exercise remedies in respect thereof or (B) otherwise inconsistent with the terms of this Agreement, including the automatic release of such Liens provided in Section 3.05; (iii) any such Person may file any 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 such Person, including any claims secured by the Collateral or otherwise make any agreements or file any motions pertaining to the Excess Claims, in each case, to the extent not inconsistent with the terms of this Agreement; (iv) any such Person may exercise rights and remedies as unsecured creditors, as provided in Section 3.03(b) (the actions described in this proviso being referred to herein as the “ Excess Claims Permitted Actions ”).

(ii) So long as the Discharge of First Priority Claims and the Discharge of Second Priority Claims have occurred and the Discharge of Third Priority Claims has not occurred, whether or not any Insolvency or Liquidation Proceeding has been commenced or Liquidation Sale, the Third Priority Agent and the other Third Priority Secured Parties shall have the exclusive right to enforce rights and exercise remedies (including any right of setoff) with respect to the Collateral (including making determinations regarding the release, Disposition or restrictions with respect to the

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Collateral), or to commence or seek to commence any action or proceeding with respect to such rights or remedies (including any foreclosure action or proceeding or any Insolvency or Liquidation Proceeding or Liquidation Sale), in each case, without any consultation with or the consent of any Person that holds Excess Claims; provided that, notwithstanding the foregoing, any Person that holds an Excess Claim may take any Excess Claim Permitted Action.

(iii) Except for the Excess Claims Permitted Actions, unless and until the Discharge of Second Priority Claims and the Discharge of Third Priority Claims have occurred, the sole right of any Person holding Excess Claims with respect to the Collateral shall be to receive the proceeds of the Collateral, if any, remaining after the occurrence of the Discharge of First Priority Claims, the Discharge of Second Priority Claims up to the Maximum Second Priority Indebtedness Amount and the Discharge of Third Priority Claims up to the Maximum Third Priority Indebtedness Amount and in accordance with the agreements, instruments and other documents evidencing or governing the Excess Claims and applicable law.

(f) In exercising rights and remedies with respect to the Collateral, the Second Priority Agent and the other Second Priority Secured Parties and the Third Priority Agent and the other Third Priority Secured Parties may enforce the provisions of the Second Priority Debt Documents and the Third Priority Debt Documents, respectively, and exercise remedies thereunder, all in such order and in such manner as they may determine in their sole discretion, in each case, to the extent that such enforcement or exercise is not otherwise prohibited by clauses (a) through (d) of this Section 3.01. Such exercise and enforcement shall, in each case, to the extent that such enforcement or exercise is not otherwise prohibited by clauses (a) through (d) of this Section 3.01, include the rights of an agent appointed by them to Dispose of Collateral upon foreclosure, to incur expenses in connection with any such Disposition and to exercise all the rights and remedies of a secured creditor under the Uniform Commercial Code, the Bankruptcy Code or any other Bankruptcy Law. The Second Priority Agent agrees to provide at least ten Business Days’ prior written notice to the First Priority Agent of its intention to foreclose upon or Dispose of any Collateral; provided , however , that the failure to give any such notice shall not in any way limit its ability to foreclose upon or Dispose of any Collateral to the extent that such foreclosure is not otherwise prohibited by clauses (a) through (d) of this Section 3.01. The Third Priority Agent agrees to provide at least ten Business Days’ prior written notice to the First Priority Agent and the Second Priority Agent of its intention to foreclose upon or Dispose of any Collateral; provided , however , that the failure to give any such notice shall not in any way limit its ability to foreclose upon or Dispose of any Collateral to the extent that such foreclosure is not otherwise prohibited by clauses (a) through (d) of this Section 3.01.

(g) Each such Person hereby acknowledges and agrees that no covenant, agreement or restriction contained in any agreement, instrument or other document that evidences or governs any Excess Claims (other than the provisions of this Agreement that inure to the benefit of the First Priority Secured Parties) shall be deemed to restrict in any way the rights and remedies of the Second Priority Agent or the other Second Priority Secured Parties or the Third Priority Agent or the other Third Priority Secured Parties with respect to the Collateral as set forth in this Agreement and the other Second Priority Debt Documents and Third Priority Debt Documents.

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SECTION 3.02. No Interference. (a) The Second Priority Agent, for itself and on behalf of the other Second Priority Secured Parties, agrees that, whether or not any Insolvency or Liquidation Proceeding or Liquidation Sale has been commenced, the Second Priority Secured Parties:

(i) except for Second Priority Permitted Actions, will not, so long as the Discharge of First Priority Claims has not occurred, (A) enforce or exercise, or seek to enforce or exercise, any rights or remedies (including any right of setoff) with respect to any Collateral (including the enforcement of any right under any account control agreement, landlord waiver or bailee’s letter or any similar agreement or arrangement to which the Second Priority Agent or any other Second Priority Secured Party is a party) or (B) commence or join with any Person (other than the First Priority Agent) in commencing, or petition for or vote in favor of any resolution for, any action or proceeding with respect to such rights or remedies (including any foreclosure action); provided , however , that the Second Priority Agent may enforce or exercise any or all such rights and remedies, or commence, join with any Person in commencing, or petition for or vote in favor of any resolution for, any such action or proceeding, after a period of 90 days has elapsed (which period shall be tolled during any period in which the First Priority Agent shall not be entitled to enforce or exercise any rights or remedies with respect to any Collateral as a result of (x) any injunction issued by a court of competent jurisdiction or (y) the automatic stay or an