INTERCREDITOR AGREEMENT

Exhibit 99.4

INTERCREDITOR AGREEMENT

This INTERCREDITOR AGREEMENT, dated as of March 18, 2005, and entered into by and among EXIDE TECHNOLOGIES, a Delaware corporation (the “ Borrower ”), each other Grantor (as hereinafter defined) from time to time party hereto, DEUTSCHE BANK AG NEW YORK BRANCH, in its capacity as collateral agent under the First-Lien Credit Documents (as defined below) (together with its successors and assigns in such capacity from time to time, the “ First-Lien Collateral Agent ”), SUNTRUST BANK (“ Suntrust ”), in its capacity as trustee and collateral agent under the Second-Lien Note Documents (as defined below) (together with its successors and assigns in such capacities from time to time, the “ Second-Lien Trustee ”) and the PENSION BENEFIT GUARANTY CORPORATION (the “ PBGC ”) on behalf of the Exide Technologies (EIN: 23-0552730 Plan 075) Retirement Plan (the “ Plan ” and the Plan, together with the PBGC acting on behalf of the Plan, the “ PBGC Creditors ”), pursuant to section 412(f)(3)(A) of the Code (as hereinafter defined) and section 306 of ERISA (as hereinafter defined). Capitalized terms used herein but not otherwise defined herein have the meanings set forth in Section 1 below.

RECITALS

WHEREAS, the Borrower, Exide Global Holding Netherlands C.V., the lenders from time to time party thereto, Credit Suisse First Boston and Fleet Securities, Inc., as Syndication Agents, Deutsche Bank AG New York Branch, as Administrative Agent, Credit Suisse First Boston, as Book Running Manager and Deutsche Bank Securities Inc., as Sole Lead Arranger and Book Running Manager, have entered into that certain Credit Agreement, dated as of May 5, 2004 (as amended, restated, supplemented, modified and/or Refinanced from time to time, including any such amendment, restatement, supplement, modification or Refinancing that increases the maximum aggregate principal amount of Loans and stated amount of Letters of Credit thereunder to an aggregate principal amount not in excess of the greater of (x) $550,000,000 and (y) such other amount as may be permitted under the Second-Lien Note Indenture, the “ First-Lien Credit Agreement ”);

WHEREAS, the Borrower and the Second-Lien Trustee have entered into that certain Indenture, dated as of the date hereof (as amended, restated, supplemented, modified and/or Refinanced from time to time, the “ Second-Lien Note Indenture ”) pursuant to which the Borrower will issue its 10 1/2 % Senior Notes due 2013;

WHEREAS , in accordance with section 412(d) of the Code and section 303 of ERISA, the Secretary of the Treasury granted to the Borrower conditional waivers of the minimum funding standard for the plan years ended December 31, 2003 and December 31, 2004 (the “ Affected Plan Years ”) with respect to the Plan (such waivers, the “ Conditional Waivers ”);

WHEREAS, the Conditional Waivers have been granted subject to the conditions (the “ Waiver Conditions ”) that (1) the contributions to the Plan required to satisfy the minimum funding standard for the plan years of the Plan ending December 31, 2005 and December 31, 2006, are to be timely made as defined in section 412(c)(10) of ERISA (without a waiver being granted for such years) (the “ Required Contribution Condition ”), and (2) the Conditional Waivers are to be secured in a manner acceptable to the PBGC (the “ Security Condition ”);

WHEREAS, the Borrower, the Grantors and the PBGC have entered into the PBGC Security Documents (as defined herein) in satisfaction of the Security Condition;

WHEREAS, the obligations of the Borrower and the other Grantors under the First-Lien Credit Documents, and all Hedging Agreements with one or more Hedging Creditors, are secured by substantially all of the assets of the Borrower and the other Grantors, respectively, pursuant to the terms of the First-Lien Security Documents;

WHEREAS, pursuant to the terms of the Second-Lien Note Indenture, the obligations of the Borrower, and the other Grantors under the Second-Lien Note Documents may in the future be secured by substantially all the assets of the Borrower and the other Grantors, respectively, which secure the Borrower’s and the other Grantors’ obligations under the First-Lien Credit Documents (other than the Borrower’s and the other Grantors’ guaranty of obligations of the Subsidiaries of the Borrower that are not Subsidiary Guarantors under the First-Lien Credit Documents) pursuant to the terms of the Second-Lien Note Indenture;

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

WHEREAS, in order to induce the First-Lien Collateral Agent and the First-Lien Creditors to consent to the Grantors incurring the Second-Lien Obligations and to induce the First-Lien Creditors to extend credit and other financial accommodations and lend monies to or for the benefit of the Borrower and its Subsidiaries, the Second-Lien Trustee on behalf of the Second-Lien Creditors (and each Second-Lien Creditor by its acceptance of the benefits of the Second-Lien Security Documents) has agreed to the subordination, intercreditor and other provisions set forth in this Agreement; and

WHEREAS, the Borrower and the other Grantors may, from time to time, incur additional secured debt which the Borrower and the First-Lien Collateral Agent may agree may share a first-priority security interest in the Collateral in accordance with the First-Lien Credit Documents in existence at the time of such incurrence;

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

SECTION 1. Definitions .

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

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

“ 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.

“ 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.

“ Code ” means the Internal Revenue Code of 1986, as amended from time to time, and the regulations promulgated and the rulings issued thereunder. Section references to the Code are to the Code as in effect at the date of this Agreement and to any subsequent provisions of the Code amendatory thereof, supplemental thereto or substituted therefor.

“ Collateral ” means all of the assets and property of any Grantor, whether real, personal or mixed, constituting, First-Lien Collateral or Second-Lien Collateral.

“ Collateral Agent ” means, as the context requires, collectively, the First-Lien Collateral Agent and the Second-Lien Trustee.

“ Comparable PBGC Security Document ” means, in relation to any PBGC Collateral subject to any Lien created under any First-Lien Security Document, that PBGC Security Document which creates a Lien on the same PBGC Collateral, granted by the same Grantor.

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

“ Conditional Waivers ” has the meaning set forth in the recitals hereto.

“ Creditors ” means, collectively, the First-Lien Creditors and the Second-Lien Creditors.

“ Discharge of First-Lien Credit Agreement Obligations ” means, except to the extent otherwise provided in Section 5.6 hereof (and subject to Section 6.5 hereof), (a) payment in full in cash of the principal of and interest (including interest accruing on or after the commencement of any Insolvency or Liquidation Proceeding at the rate provided for in the respective First-Lien Credit Documents, whether or not such interest would be allowed in such Insolvency or Liquidation Proceeding) and premium, if any, on all Indebtedness outstanding under the First-Lien Credit Documents, (b) payment in full in cash of all other First-Lien Obligations (other than Hedging Obligations) that are due and payable or otherwise accrued and owing at or prior to the time such principal and interest are paid, (c) termination (without any prior demand for payment thereunder having been made or, if made, with such demand having been fully reimbursed in cash) or cash collateralization (in an amount and manner, and on terms, satisfactory to the First-Lien Collateral Agent) of all letters of credit issued by any First-Lien Creditor and (d) termination of all other commitments of the First-Lien Creditors under the First-Lien Credit Documents.

“ Discharge of First-Lien Obligations ” means, except to the extent otherwise provided in Section 5.6 hereof, (a) payment in full in cash of the principal of and interest (including interest accruing on or after the commencement of any Insolvency or Liquidation Proceeding at the rate provided for in the respective First-Lien Credit Documents, whether or not such interest would be allowed in any such Insolvency or Liquidation Proceeding) and premium, if any, on all Indebtedness outstanding under the First-Lien Documents, (b) payment in full in cash of all other First-Lien Obligations that are due and payable or otherwise accrued and owing at or prior to the time such principal and interest are paid, (c) termination (without any prior demand for payment thereunder having been made or, if made, with such demand having been fully reimbursed in cash) or cash collateralization (in an amount and manner, and on terms, satisfactory to the First-Lien Collateral Agent) of all letters of credit and Hedging Agreements issued or entered into, as the case may be, by any First-Lien Creditor and (d) termination of all other commitments of the First-Lien Creditors under the First-Lien Credit Documents.

“ Discharge of PBGC Obligations ” means, subject to Section 6.5 hereof, payment in full in cash of all PBGC Obligations.

“ Domestic Subsidiary ” shall mean, as to any Person, any Subsidiary of such Person incorporated or organized in the United States or any State or territory thereof.

“ ERISA ” means the Employee Retirement Income Security Act of 1974, as amended from time to time, and the regulations promulgated and rulings issued thereunder. Section references to ERISA are to ERISA as in effect at the date of this Agreement and to any subsequent provisions of ERISA, amendatory thereof, supplemental thereto or substituted therefor.

“ Excess Exempted Foreign Entity Voting Equity Interests ” shall have the meaning provided in the U.S. Pledge Agreement referred to in the First-Lien Credit Agreement.

“ First-Lien Collateral ” means all of the assets and property of any Grantor, whether real, personal or mixed, with respect to which a Lien is granted (or purported to be granted) as security for any First-Lien Obligations.

“ First-Lien Collateral Agent ” has the meaning provided in the first paragraph of this Agreement.

“ First-Lien Credit Agreement ” has the meaning set forth in the recitals hereto.

“ First-Lien Credit Documents ” means the First-Lien Credit Agreement and the other Credit Documents (as defined in the First-Lien Credit Agreement) and each of the other agreements, documents and instruments providing for or evidencing any other First-Lien Obligation and any other document or instrument executed or delivered at any time in connection with any First-Lien Obligation (including any intercreditor or joinder agreement among holders of First-Lien Obligations but excluding Hedging Agreements), to the extent such are effective at the relevant time, as each may be amended, modified, restated, supplemented, replaced and/or Refinanced from time to time.

“ First-Lien Creditors ” means, at any relevant time, the holders of First-Lien Obligations at such time, including, without limitation, the First-Lien Lenders, the Hedging Creditors, the First-Lien Collateral Agent, the First-Lien Administrative Agent and the other agents and arrangers under the First-Lien Credit Agreement.

“ First-Lien Documents ” means and includes the First-Lien Credit Documents and the Hedging Agreements entered into with one or more Hedging Creditors.

“ First-Lien Lenders ” means the “Lenders” under, and as defined in, the First-Lien Credit Agreement; provided that the term “First-Lien Lender” shall in any event include each letter of credit issuer and each swingline lender under the First-Lien Credit Agreement.

“ First-Lien Obligations ” means (i) all Obligations of the Borrower and/or any other Grantor (including, without limitation, all guarantees by such Persons of all obligations of Foreign Subsidiaries of the Borrower) outstanding under the First-Lien Credit Agreement and the other First-Lien Credit Documents, and (ii) all Hedging Obligations. “ First-Lien Obligations ” shall in any event include: (a) all interest accrued or accruing (or which would, absent commencement of an Insolvency or Liquidation Proceeding (and the effect of provisions such as Section 502(b)(2) of the Bankruptcy Code), accrue) after commencement of an Insolvency or Liquidation Proceeding in accordance with the rate specified in the relevant First-Lien Document, whether or not the claim for such interest is allowed as a claim in such Insolvency or Liquidation Proceeding, (b) any and all fees and expenses (including attorneys’ and/or financial consultants’ fees and expenses) incurred by the First-Lien Collateral Agent, the First-Lien Administrative Agent and the First-Lien Creditors after the commencement of an Insolvency or Liquidation Proceeding, whether or not the claim for fees and expenses is allowed under Section 506(b) of the Bankruptcy Code or any other provision of the Bankruptcy Code or Bankruptcy Law as a claim in such Insolvency or Liquidation Proceeding and (c) all obligations and liabilities of each Grantor under each First-Lien Document to which it is a party which, but for the automatic stay under Section 362(a) of the Bankruptcy Code, would become due.

“ First-Lien Required Lenders ” means the “Required Lenders” under, and as defined in, the First-Lien Credit Agreement.

“ First-Lien Security Documents ” means the U.S. Security Documents (as defined in the First-Lien Credit Agreement) and any other agreement, document or instrument pursuant to which a Lien is granted (or purported to be granted) securing any First-Lien Obligations or under which rights or remedies with respect to such Liens are governed, as the same may be amended, supplemented, restated, modified and/or Refinanced from time to time.

“ Governmental Authority ” means the government of the United States of America or any other nation, or of any political subdivision thereof, whether state or local, and any agency, authority, instrumentality, regulatory body, court, central bank or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to government (including any supra-national bodies such as the European Union or the European Central Bank).

“ Grantors ” means the Borrower and each of the Subsidiary Guarantors that have executed and delivered, or may from time to time hereafter execute and deliver, a First-Lien Security Document, a PBGC Security Document or a Second-Lien Security Document.

“ Hedging Agreements ” means and includes each Interest Rate Protection Agreement and each Other Hedging Agreement.

“ Hedging Creditor ” means (i) each First-Lien Lender or any affiliate thereof (even if the respective First-Lien Lender subsequently ceases to be a First-Lien Lender under the First-Lien Credit Agreement for any reason) party to a Hedging Agreement with any Grantor and (ii) the respective successors and assigns of each such First-Lien Lender, affiliate or other financial institution referred to in clause (i) above.

“ Hedging Obligations ” means (i) the full and prompt payment when due (whether at the stated maturity, by acceleration or otherwise) of all obligations (including obligations which, but for the automatic stay under Section 362(a) of the Bankruptcy Code, would become due) and liabilities (including, without limitation, indemnities, fees and interest thereon and all interest that accrues after the commencement of any Insolvency or Liquidation Proceeding at the rate provided for in the respective Hedging Agreement, whether or not a claim for post-petition interest is allowed in any such Insolvency or Liquidation Proceeding) of each Grantor owing to the Hedging Creditors, now existing or hereafter incurred under, arising out of or in connection with each Hedging Agreement (including all such obligations and indebtedness under any guarantee to which each Grantor is a party) and (ii) the due performance and compliance by each Grantor with the terms, conditions and agreements of each Hedging Agreement.

“ Indebtedness ” means and includes all Obligations of the Borrower and each Grantor that constitute “Indebtedness” within the meaning of the First-Lien Credit Agreement or the Second-Lien Note Indenture.

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

“ Interest Rate Protection Agreement ” means any interest rate swap agreement, interest rate cap agreement, interest rate collar agreement, interest rate hedging agreement, interest rate floor agreement or other similar agreement or arrangement.

“ Letters of Credit ” means “U.S. Borrower Letters of Credit” under, and as defined in, the First-Lien Credit Agreement.

“ Lien ” shall mean any mortgage, pledge, hypothecation, assignment, deposit arrangement, security interest, encumbrance, lien (statutory or other), charge, preference, priority or other security agreement of any kind or nature whatsoever (including any agreement to give any of the foregoing, any conditional sale or other title retention agreement, any financing or similar statement or notice filed under the UCC or any similar recording or notice statute, and any lease having substantially the same effect as the foregoing).

“ Loans ” means, collectively, all Loans under, and as defined in, the First-Lien Credit Agreement.

“ Obligations ” means any and all obligations (including guaranty obligations) with respect to the payment and performance of (a) any principal of or interest or premium on any indebtedness, including any reimbursement obligation in respect of any letter of credit, or any other liability, including interest that accrues after the commencement of any Insolvency or Liquidation Proceeding of any Grantor at the rate provided for in the respective documentation, whether or not a claim for post-petition interest is allowed in any such Insolvency or Liquidation Proceeding, (b) any fees, indemnification obligations, expense reimbursement obligations or other liabilities payable under the documentation governing any indebtedness (including, without limitation, the retaking, holding, selling or otherwise disposing of or realizing on the Collateral), (c) any obligation to post cash collateral in respect of letters of credit or any other obligations, and (d) all performance obligations under the documentation governing any indebtedness.

“ Other Hedging Agreement ” means any foreign exchange contract, currency swap agreement or other similar agreement or arrangement designed to protect against fluctuations in currency values.

“ PBGC Collateral ” means all of the assets of the Borrower and the other Grantors with respect to which a Lien is granted (or purported to be granted) as security for any PBGC Obligations.

“ PBGC Creditors ” has the meaning set forth in the recitals hereto.

“ PBGC Documents ” means the Conditional Waivers, the PBGC Security Documents and each of the other agreements, documents and instruments providing for or evidencing any other PBGC Obligation, and any other document or instrument executed or delivered at any time in connection with any PBGC Obligation (including, without limitation, any guarantees and/or security documents), as the same may be amended, modified or otherwise supplemented from time to time in accordance with the terms hereof, thereof, the First-Lien Credit Agreement and the Second-Lien Note Indenture; provided that any such modification does not increase the aggregate amount of the PBGC Obligations in excess of $50,000,000 and is otherwise in accordance with the provisions of the First-Lien Credit Agreement and the Second-Lien Note Indenture.

“ PBGC Obligations ” means the obligations of the Borrower to pay amounts due to the Plan under, or which are or were the subject of the Conditional Waivers in respect of the Affected Plan Years (including, without limitation, all obligations secured pursuant to the PBGC Security Documents), in the periodic amounts, and at the times and in the manner, determined in accordance with Section 412 of the Code and Section 303 of ERISA; provided that the aggregate amount of PBGC Obligations shall not exceed $50,000,000 at any time and provided further that as such amounts due to the Plan in respect of the Affected Plan Years are decreased, the aggregate amount of PBGC Obligations hereunder shall be reduced on a dollar for dollar basis by the diminution in the amounts due to the Plan which are or were the subject of the Conditional Waivers in respect of the Affected Plan Years.

“ PBGC Pledge Agreement ” means that certain Pledge Agreement, dated as of June 10, 2005 between the Grantors and the PBGC.

“ PBGC Security Agreement ” means that certain Security Agreement, dated as of June 10, 2005 between the Grantors and the PBGC.

“ PBGC Security Documents ” means, collectively, the PBGC Pledge Agreement and the PBGC Security Agreement.

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

“ Pledged Collateral ” means (a) the “Collateral” under, and as defined in, the First-Lien Pledge Agreement and in the Comparable Second-Lien Security Document, respectively, and (b) any other Collateral in the possession of the First-Lien Collateral Agent (or its agents or bailees), to the extent that possession thereof is taken to perfect a Lien thereon under the Uniform Commercial Code; provided that “Pledged Collateral” for purposes of this Agreement shall not include Excess Exempted Foreign Entity Voting Equity Interests.

“ Recovery ” has the meaning set forth in Section 6.5 hereof.

“ 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. “ Refinanced ” and “ Refinancing ” shall have correlative meanings.

“ Required First-Lien Creditors ” means (i) at all times prior to the occurrence of the Discharge of First-Lien Credit Agreement Obligations, the First-Lien Required Lenders (or, to the extent required by the First-Lien Credit Agreement, each of the First-Lien Lenders), and (ii) at all times after the occurrence of the Discharge of First-Lien Credit Agreement Obligations, the holders of at least the majority of the then outstanding Hedging Obligations (determined by the First-Lien Collateral Agent in such reasonable manner as is acceptable to it).

“ Second-Lien Collateral ” means all of the assets of any Grantor, whether real, personal or mixed, with respect to which a Lien is granted (or purported to be granted) as security for any Second-Lien Obligations.

“ Second-Lien Creditors ” means, at any relevant time, the holders of Second-Lien Obligations at such time, including without limitation the Second-Lien Lenders, the Second-Lien Trustee and any other agents and arrangers under the Second-Lien Note Indenture.

“ Second-Lien Lenders ” means the “Holders” under, and as defined in, the Second-Lien Note Indenture.

“ Second-Lien 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 by any Grantor is granted to secure any Second-Lien Obligations or under which rights or remedies with respect to any such Liens are governed.

“ Second-Lien Note Documents ” means the Second-Lien Note Indenture and each of the other agreements, documents and instruments providing for or evidencing any other Second-Lien Obligation, and any other document or instrument executed or delivered at any time in connection with any Second-Lien Obligation (including, without limitation, any guarantees and/or security documents), as the same may be amended, modified or otherwise supplemented from time to time in accordance with the terms hereof, thereof and the First-Lien Credit Agreement; provided that any such modification does not increase the aggregate principal amount thereof beyond the limit set forth in the First-Lien Credit Agreement and is otherwise in accordance with the provisions of the First-Lien Credit Agreement.

“ Second-Lien Note Indenture ” has the meaning set forth in the recitals hereto.

“ Second-Lien Obligations ” means all Obligations outstanding under the Second-Lien Note Indenture and the other Second-Lien Note Documents. “ Second-Lien Obligations ” shall in any event include: (a) all interest accrued or accruing (or which would, absent commencement of an Insolvency or Liquidation Proceeding (and the effect of provisions such as Section 502(b)(2) of the Bankruptcy Code), accrue) after commencement of an Insolvency or Liquidation Proceeding in accordance with the rate specified in the relevant Second-Lien Credit Document whether or not the claim for such interest is allowed as a claim in such Insolvency or Liquidation Proceeding, (b) any and all fees and expenses (including attorneys’ and/or financial consultants’ fees and expenses) incurred by the Second-Lien Trustee, the Second-Lien Trustee and the Second-Lien Creditors after the commencement of an Insolvency or Liquidation Proceeding, whether or not the claim for fees and expenses is allowed under Section 506(b) of the Bankruptcy Code or any other provision of the Bankruptcy Code or Bankruptcy Law as a claim in such Insolvency or Liquidation Proceeding and (c) all obligations and liabilities of each Grantor under each Second-Lien Credit Document to which it is a party which, but for the automatic stay under Section 362(a) of the Bankruptcy Code, would become due.

“ Second-Lien Security Documents ” means any agreement, document, mortgage or instrument pursuant to which a Lien is granted (or purported to be granted) securing any Second-Lien Obligations or under which rights or remedies with respect to such Liens are governed, as the same may be amended, supplemented, restated or otherwise modified from time to time in accordance with the terms hereof and thereof.

“ Second-Lien Trustee ” has the meaning set forth in the preamble hereof.

“ Security Documents ” means, collectively, the First-Lien Security Documents and the Second-Lien Security Documents.

“ Subsidiary ” of any Person means and includes (i) any corporation more than 50% of whose stock of any class or classes having by the terms thereof ordinary voting power to elect a majority of the directors of such corporation (irrespective of whether or not at the time stock of any class or classes of such corporation shall have or might have voting power by reason of the happening of any contingency) is at the time owned by such Person directly or indirectly through Subsidiaries and (ii) any partnership, limited liability company, association, joint venture or other entity (other than a corporation) in which such Person directly or indirectly through Subsidiaries, has more than a 50% equity interest at the time.

“ Subsidiary Guarantors ” means each Domestic Subsidiary of the Borrower which enters into a guaranty of any First-Lien Obligations or Second-Lien Obligations.

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

1.2 Terms Generally . The definitions of terms herein shall apply equally to the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “ include ”, “ includes ” and “ including ” shall be deemed to be followed by the phrase “ without limitation .” The word “ will ” shall be construed to have the same meaning and effect as the word “shall”. Unless the context requires otherwise (a) any definition of or reference to any agreement, instrument or other document herein shall be construed as referring to such agreement, instrument or other document as from time to time amended, supplemented or otherwise modified, (b) any reference herein to any Person shall be construed to include such Person’s successors and assigns, (c) the words “ herein ”, “ hereof ” and “ hereunder ”, and words of similar import, shall be construed to refer to this Agreement in its entirety and not to any particular provision hereof, (d) all references herein to Exhibits or Sections shall be construed to refer to Exhibits or Sections of this Agreement, (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, (f) terms defined in the UCC but not otherwise defined herein shall have the same meanings herein as are assigned thereto in the UCC, (g) reference to any law means such law as amended, modified, codified, replaced or re-enacted, in whole or in part, and in effect on the date hereof, including rules, regulations, enforcement procedures and any interpretations promulgated thereunder, and (h) references to Sections or clauses shall refer to those portions of this Agreement, and any references to a clause shall, unless otherwise identified, refer to the appropriate clause within the same Section in which such reference occurs.

SECTION 2. Priority of Liens; Etc .

2.1 Subordination; Etc . Notwithstanding the date, manner or order of grant, attachment or perfection of any Liens securing the Second-Lien Obligations granted on the Collateral or of any Liens securing the First-Lien Obligations granted on the Collateral and notwithstanding any provision of the UCC, or any applicable law or the Second-Lien Note Documents or any other circumstance whatsoever (including any non-perfection of any Lien purporting to secure the First-Lien Obligations and/or Second-Lien Obligations), the Second-Lien Trustee, on behalf of itself and the other Second-Lien Creditors, and each other Second-Lien Creditor (by its acceptance of the benefits of the Second-Lien Note Documents) hereby agrees that: (a) any Lien on the Collateral securing any First-Lien Obligations now or hereafter held by or on behalf of the First-Lien Collateral Agent or any First-Lien Creditors or any agent or trustee therefor, regardless of how acquired, whether by grant, possession, statute, operation of law, subrogation or otherwise, shall be senior in all respects and prior to any Lien on the Collateral securing any of the Second-Lien Obligations; and (b) any Lien on the Collateral now or hereafter held by or on behalf of the Second-Lien Trustee, any Second-Lien Creditors or any agent or trustee therefor regardless of how acquired, whether by grant, possession, statute, operation of law, subrogation or otherwise, shall be junior and subordinate in all respects to all Liens on the Collateral securing any First-Lien Obligations. All Liens on the Collateral securing any First-Lien Obligations shall be and remain senior in all respects and prior to all Liens on the Collateral securing any Second-Lien Obligations for all purposes, whether or not such Liens securing any First-Lien Obligations are subordinated to any Lien securing any other obligation of the Borrower, any other Grantor or any other Person. The parties hereto acknowledge and agree that it is their intent that the First-Lien Obligations (and the security therefor) constitute a separate and distinct class (and separate and distinct claims) from the Second-Lien Obligations (and the security therefor).

2.2 Prohibition on Contesting Liens . Each of the Second-Lien Trustee, for itself and on behalf of each Second-Lien Creditor, and the First-Lien Collateral Agent, for itself and on behalf of each First-Lien Creditor, agrees that it shall not (and hereby waives any right to) contest or support any other Person in contesting, in any proceeding (including any Insolvency or Liquidation Proceeding), (i) the validity or enforceability of any Security Document or any Obligation thereunder, (ii) the validity, perfection, priority or enforceability of the Liens, mortgages, assignments and security interests granted pursuant to the Security Documents with respect to the First-Lien Obligations or (iii) the relative rights and duties of the holders of the First-Lien Obligations and the Second-Lien Obligations granted and/or established in this Agreement or any other Security Document with respect to such Liens, mortgages, assignments, and security interests.

2.3 Prohibition on Certain Liens to Secure Second-Lien Obligations . So long as the Discharge of First-Lien Obligations has not occurred, the parties hereto agree that the Borrower shall not, and shall not permit any other Grantor to, grant or permit any Liens, or take any action to perfect any Liens, on any asset or property to secure any Second-Lien Obligation unless (x) the assets or properties securing the Second-Lien Obligations constitute only those assets of the Borrower and the other Grantors, respectively, which secure the Borrower’s and the other Grantors’ obligations under the First-Lien Credit Documents (other than the Borrower’s and the other Grantors’ guaranty of obligations of the Subsidiaries of the Borrower that are not Subsidiary Guarantors under the First-Lien Credit Documents) and do not consist of any Excess Exempted Foreign Entity Voting Equity Interests, and (y) it has also granted a Lien on such asset or property to secure the First-Lien Obligations and has taken all actions to perfect such Liens. Furthermore, so long as the Discharge of First-Lien Obligations has not occurred, the parties hereto agree that the Borrower shall not permit any of its Subsidiaries which is not a Grantor to grant or permit any Liens to secure any Second-Lien Obligations or take any action to perfect any Liens securing Second-Lien Obligations on any asset or property of any such Subsidiary which is not a Grantor. To the extent that the foregoing provisions are not complied with for any reason, without limiting any other rights and remedies available to the First-Lien Collateral Agent and/or the other First-Lien Creditors, the Second-Lien Trustee, on behalf of itself and the other Second-Lien Creditors, and each other Second-Lien Creditor (by its acceptance of the benefits of the Second-Lien Note Documents), agrees that any amounts received by or distributed to any of them pursuant to or as a result of Liens granted in contravention of this Section 2.3 shall be subject to Section 4.2 hereof.

2.4 Similar Liens and Agreements . Without limiting the other provisions of this Agreement (including, without limitation, preceding Section 2.3), the parties hereto agree that it is their intention that the Second-Lien Collateral not be more expansive than the First-Lien Collateral. In furtherance of the foregoing and of Section 8.9 hereof, the Second-Lien Trustee and the other Second-Lien Creditors agree, subject to the other provisions of this Agreement:

(i) upon request by the First-Lien Collateral Agent, to cooperate in good faith (and to direct their counsel to cooperate in good faith) from time to time in order to determine the specific items included in the Second-Lien Collateral and the steps taken to perfect the Liens thereon and the identity of the respective parties obligated under the Second-Lien Note Documents; and

(ii) that each Second-Lien Security Document shall be in substantially the same form as the First-Lien Security Document which creates a Lien over the same Collateral granted by the same Grantor, provided that no Second-Lien Security Document shall grant a Lien in favor of the Second-Lien Creditors over any assets or property in contravention of preceding Section 2.3.

(a) So long as the Discharge of First-Lien Obligations has not occurred, whether or not any Insolvency or Liquidation Proceeding has been commenced by or against the Borrower or any other Grantor: (i) the Second-Lien Trustee and the other Second-Lien Creditors will not exercise or seek to exercise any rights or remedies (including setoff) with respect to any Collateral (including, without limitation, the exercise of any right under any lockbox agreement, control account agreement, landlord waiver or bailee’s letter or similar agreement or arrangement to which the Second-Lien Trustee or any Second-Lien Creditor is a party) or institute or commence, or join with any Person in commencing, any action or proceeding with respect to such rights or remedies (including any action of foreclosure, enforcement, collection or execution and any Insolvency or Liquidation Proceeding), and will not contest, protest or object to any foreclosure proceeding or action brought by the First-Lien Collateral Agent or any other First-Lien Creditor or any other exercise by the First-Lien Collateral Agent or any other First-Lien Creditor, of any rights and remedies relating to the Collateral under the First-Lien Credit Documents or otherwise, or object to the forbearance by the First-Lien Collateral Agent or the other First-Lien Creditors from bringing or pursuing any foreclosure proceeding or action or any other exercise of any rights or remedies relating to the Collateral; and (ii) the First-Lien Collateral Agent shall have the exclusive right, and the other Required First-Lien Creditors shall have the exclusive right to instruct the First-Lien Collateral Agent, to enforce rights, exercise remedies (including set-off and the right to credit bid their debt) and make determinations regarding the release, disposition, or restrictions with respect to the Collateral without any consultation with or the consent of the Second-Lien Trustee or any other Second-Lien Creditor, all as though the Second-Lien Obligations did not exist; provided , that (A) in any Insolvency or Liquidation Proceeding commenced by or against the Borrower or any other Grantor, the Second-Lien Trustee may file a claim or statement of interest with respect to the Second-Lien Obligations, (B) the Second-Lien Trustee may take any action (not adverse to the prior Liens on the Collateral securing the First-Lien Obligations, or the rights of the First-Lien Collateral Agent or the other First-Lien Creditors to exercise remedies in respect thereof) in order to preserve or protect its Lien on the Collateral in accordance with the terms of this Agreement and (C) the Second-Lien Creditors shall be entitled to file any necessary responsive or defensive pleading in opposition to any motion, claim, adversary proceeding or other pleading made by any Person objecting to or otherwise seeking the disallowance of the claims of the Second-Lien Creditors, including any claim secured by the Collateral, if any, in each case in accordance with the terms of this Agreement. In exercising rights and remedies with respect to the Collateral, the First-Lien Collateral Agent and the other First-Lien Creditors may enforce the provisions of the First-Lien Credit Documents and exercise remedies thereunder, all in such order and in such manner as they may determine in the exercise of their sole discretion. Such exercise and enforcement shall include the rights of an agent appointed by them to sell or otherwise dispose of Collateral upon foreclosure, to incur expenses in connection with such sale or disposition, and to exercise all the rights and remedies of a secured creditor under the Uniform Commercial Code of any applicable jurisdiction and of a secured creditor under Bankruptcy Laws of any applicable jurisdiction.

(b) The Second-Lien Trustee, on behalf of itself and the Second-Lien Creditors, agrees that it will not take or receive any Collateral or any proceeds of Collateral in connection with the exercise of any right or remedy (including setoff) with respect to any Collateral, unless and until the Discharge of First-Lien Obligations has occurred. Without limiting the generality of the foregoing, unless and until the Discharge of First-Lien Obligations has occurred, the sole right of the Second-Lien Trustee and the other Second-Lien Creditors with respect to the Collateral is to hold a Lien on the Collateral pursuant to the Second-Lien Security Documents for the period and to the extent granted therein and to receive a share of the proceeds thereof, if any, after the Discharge of the First-Lien Obligations has occurred in accordance with the terms of the Second-Lien Note Documents and applicable law.

(c) The Second-Lien Trustee, for itself and on behalf of the Second-Lien Creditors, and each other Second-Lien Creditor (by its acceptance of the benefits of the Second-Lien Note Documents), (i) agrees that the Second-Lien Trustee and the other Second-Lien Creditors will not take any action that would hinder, delay, limit or prohibit any exercise of remedies under the First-Lien Credit Documents, including any collection, sale, lease, exchange, transfer or other disposition of the Collateral, whether by foreclosure or otherwise, or that would limit, invalidate, avoid or set aside any Lien or Security Document or subordinate the priority of the First-Lien Obligations to the Second-Lien Obligations or grant the Liens securing the Second-Lien Obligations equal ranking to the Liens securing the First-Lien Obligations and (ii) hereby waives any and all rights it or the Second-Lien Creditors may have as a junior lien creditor or otherwise (whether arising under the UCC or under any other law) to object to the manner in which the First-Lien Collateral Agent or the other First-Lien Creditors seek to enforce or collect the First-Lien Obligations or the Liens granted in any of the First-Lien Collateral, regardless of whether any action or failure to act by or on behalf of the First-Lien Collateral Agent or First-Lien Creditors is adverse to the interest of the Second-Lien Creditors.

(d) The Second-Lien Trustee hereby acknowledges and agrees that