INTERCREDITOR AGREEMENT

Exhibit 10.4

INTERCREDITOR AGREEMENT

     Intercreditor Agreement (this “ Agreement ”), dated as of August 4, 2009, among BANK OF AMERICA, N.A., as First Lien Administrative Agent and First Lien Collateral Agent (in such capacity, with its successors and assigns, and as more specifically defined below, the “ First Priority Representative ”) for the First Priority Secured Parties (as defined below), Credit Suisse, as Second Lien Collateral Agent (in such capacity, and as more specifically defined below, the “ Second Priority Representative ”) for the Second Priority Secured Parties (as defined below), U.S. Bank National Association, as Third Lien Collateral Agent (in such capacity, and as more specifically defined below, the “ Third Priority Representative ”) for the Third Priority Secured Parties (as defined below), COMMERCIAL VEHICLE GROUP, INC., a Delaware corporation (the “ Company ”) and the other Loan Parties (as defined below).

     WHEREAS, the Company, the other borrowers party thereto, the First Priority Representative and certain financial institutions and other entities are parties to a First Lien Credit Agreement, dated as of January 7, 2009 (the “ Existing First Priority Agreement ”), pursuant to which such financial institutions and other entities have agreed to make loans and extend other financial accommodations to the Company and the other borrowers party thereto;

     WHEREAS, the Company, the Second Priority Representative, the Second Priority Administrative Agent and certain financial institutions and the other entities party thereto are entering into a Second Lien Term Loan Agreement, dated as of the date hereof (the “ Existing Second Priority Agreement ”), pursuant to which such financial institutions and other entities have agreed to make loans to the Company;

     WHEREAS, the Company, the subsidiary guarantors party thereto and the Third Priority Representative are parties to a Third Lien Indenture, dated as of the date hereof (the “ Existing Third Priority Agreement ”), pursuant to which the Company has issued to certain holders 11%/13% Third Lien Senior Secured Notes due 2013;

     WHEREAS, the Company and the other Loan Parties have granted to the First Priority Representative security interests in the Common Collateral as security for payment and performance of the First Priority Obligations;

     WHEREAS, the Company and the other Loan Parties propose to grant to the Second Priority Representative security interests in the Common Collateral to secure the payment and performance of the Second Priority Obligations;

     WHEREAS, the Company and the other Loan Parties propose to grant to the Third Priority Representative security interests in the Common Collateral to secure the payment and performance of the Third Priority Obligations; and

     WHEREAS, the parties hereto have agreed to execute and deliver this Agreement for the purpose of setting forth the relative priority of the Liens created by the First Priority Security Documents and the Junior Priority Security Documents (as such terms are hereinafter defined) in respect of the exercise of the rights and remedies in respect of the Common Collateral and the application of proceeds thereof;

     NOW THEREFORE, in consideration of the foregoing and the mutual covenants herein contained and other good and valuable consideration, the existence and sufficiency of which is expressly recognized by all of the parties hereto, the parties agree as follows:

      SECTION 1. DEFINITIONS.

     1.1. Defined Terms. The following terms, as used herein, have the following meanings:

     “ Additional Debt ” has the meaning as set forth in Section 9.3(b).

     “ Additional First Priority Agreement ” means any agreement designated as such by the First Priority Representative and the Company.

     “ Additional Second Priority Agreement ” means any agreement approved for designation as such by the First Priority Representative, the Second Priority Representative and the Company.

     “ Additional Third Priority Agreement ” means any agreement approved for designation as such by the First Priority Representative, the Third Priority Representative and the Company.

     “ Agreement ” has the meaning set forth in the introductory paragraph hereof.

     “ Bankruptcy Code ” means the United States Bankruptcy Code (11 U.S.C. §101 et seq.), as amended from time to time.

      “Cash Collateral” has the meaning set forth in Section 3.7(c).

     “ Cash Management Obligations ” means, with respect to any Loan Party, (i) any “Cash Management Services” as defined in the Existing First Priority Agreement and (ii) any other obligations of such Loan Party owed to any First Priority Secured Party (or any of its affiliates) in respect of treasury management arrangements, depositary or other cash management services including in connection with any automated clearing house transfers of funds or similar transactions.

     “ Common Collateral ” means all assets that are both First Priority Collateral and Junior Priority Collateral.

     “ Company ” has the meaning set forth in the introductory paragraph hereof.

     “ Comparable Junior Priority Security Document ” means, in relation to any Common Collateral subject to any First Priority Security Document, the Junior Priority Security Document that creates a security interest in the same Common Collateral, granted by the same Loan Party, as applicable.

     “ DIP Financing ” has the meaning set forth in Section 5.2.

     “ Enforcement Action ” means, with respect to the First Priority Obligations or the Junior Priority Obligations, any exercise of any rights and remedies with respect to any Common Collateral securing such obligations or the commencement or prosecution of enforcement of any of the rights and remedies under, as applicable, the First Priority Documents or the Junior Priority Documents, or applicable law, including without limitation the exercise of any rights of set-off or recoupment, and the exercise of any

rights or remedies of a secured creditor under the Uniform Commercial Code of any applicable jurisdiction or under the Bankruptcy Code.

      “Enforcement Notice” has the meaning set forth in Section 3.7(a).

     “ Existing First Priority Agreement ” has the meaning set forth in the first WHEREAS clause of this Agreement.

     “ Existing Second Priority Agreement ” has the meaning set forth in the second WHEREAS clause of this Agreement.

     “ Existing Third Priority Agreement ” has the meaning set forth in the third WHEREAS clause of this Agreement.

     “ First Priority Agreement ” means the collective reference to (a) the Existing First Priority Agreement, (b) any Additional First Priority Agreement and (c) any other credit agreement, loan agreement, note agreement, promissory note, indenture or other agreement or instrument evidencing or governing the terms of any indebtedness or other financial accommodation that has been incurred to extend, replace, refinance or refund in whole or in part the indebtedness and other obligations outstanding under the Existing First Priority Agreement, any Additional First Priority Agreement or any other agreement or instrument referred to in this clause (c) unless such agreement or instrument expressly provides that it is not intended to be and is not a First Priority Agreement hereunder (a “Replacement First Priority Agreement” ). Any reference to the First Priority Agreement hereunder shall be deemed a reference to any First Priority Agreement then extant.

     “ First Priority Collateral ” means all assets, whether now owned or hereafter acquired by the Company or any other Loan Party, in which a Lien is granted or purported to be granted to any First Priority Secured Party as security for any First Priority Obligation.

     “ First Priority Creditors ” means the “Lenders” as defined in the First Priority Agreement, or any Persons that are designated under the First Priority Agreement as the “First Priority Creditors” for purposes of this Agreement.

     “ First Priority Documents ” means the First Priority Agreement, each First Priority Security Document and each First Priority Guarantee.

     “ First Priority Guarantee ” means any guarantee by any Loan Party of any or all of the First Priority Obligations.

      “First Priority Lien” means any Lien created by the First Priority Security Documents.

     “ First Priority Obligations ” means (a) all principal of and interest (including without limitation any Post-Petition Interest) and premium (if any) on all loans made pursuant to the First Priority Agreement, (b) all reimbursement obligations (if any) and interest thereon (including without limitation any Post-Petition Interest) with respect to any letter of credit or similar instruments issued pursuant to the First Priority Agreement, (c) all Hedging Obligations, (d) all Cash Management Obligations, (e) obligations of the Loan Parties under any indemnity for Claims (as defined in the First Priority Agreement), and (f) all guarantee obligations, fees, expenses and other amounts payable from time to time pursuant to the First Priority Documents; provided, however, that the aggregate principal amount of any

Revolver Loans (as defined in the Existing First Priority Agreement) or other loans provided for under any other First Priority Agreement in excess of the Maximum First Priority Principal Amount shall not, to the extent of such excess, constitute First Priority Obligations for purposes of this Agreement. For the avoidance of doubt, only the principal amount of loans actually extended under the First Priority Agreement shall be subject to the Maximum First Priority Principal Amount, and all other “Obligations” under the First Priority Agreement shall continue to be “First Priority Obligations” regardless of amount. To the extent any payment with respect to any First Priority Obligation (whether by or on behalf of any Loan Party, as proceeds of security, enforcement of any right of setoff or otherwise) is declared to be a fraudulent conveyance or a preference in any respect, set aside or required to be paid to a debtor in possession, any Junior Priority Secured Party, receiver or similar Person, then the obligation or part thereof originally intended to be satisfied shall, for the purposes of this Agreement and the rights and obligations of the First Priority Secured Parties and the Junior Priority Secured Parties, be deemed to be reinstated and outstanding as if such payment had not occurred.

     “ First Priority Obligations Payment Date ” means the first date on which (a) the First Priority Obligations (other than those that constitute Unasserted Contingent Obligations) have been paid in cash in full (or cash collateralized or defeased in accordance with the terms of the First Priority Documents or in other consideration acceptable to the First Priority Secured Parties), (b) all commitments to extend credit under the First Priority Documents have been terminated, (c) there are no outstanding letters of credit or similar instruments issued under the First Priority Documents (other than such as have been cash collateralized or defeased in accordance with the terms of the First Priority Security Documents), and (d) the First Priority Representative has delivered a written notice to the Junior Priority Representatives stating that the events described in clauses (a), (b) and (c) have occurred to the satisfaction of the First Priority Secured Parties. Notwithstanding the foregoing, if at any time after the First Priority Obligations Payment Date has occurred, the Company within 30 days thereafter enters into any Refinancing of any First Priority Document evidencing a First Priority Obligation which Refinancing is permitted hereby and under the Junior Priority Documents, then such First Priority Obligations Payment Date shall automatically be deemed not to have occurred for all purposes of this Agreement, and the obligations under such First Priority Document shall automatically be treated as First Priority Obligations for all purposes of this Agreement, including for purposes of the Lien priorities and rights in respect of Collateral set forth herein, and the first-lien collateral agent under such First Priority Documents shall be the First Priority Representative for all purposes of this Agreement. Upon receipt of a notice stating that the Company has entered into a new First Priority Document (which notice shall include the identity of the new agent, such agent, the “ New Agent ”), the Junior Priority Representative shall promptly enter into such documents and agreements (including amendments or supplements to this Agreement) as the Company or such New Agent may reasonably request in order to provide to the New Agent the rights contemplated hereby, in each case consistent in all material respects with the terms of this Agreement.

     “ First Priority Representative ” has the meaning set forth in the introductory paragraph hereof. In the case of any Replacement First Priority Agreement, the First Priority Representative shall be the Person identified as such in such Agreement.

     “ First Priority Secured Parties ” means the First Priority Representative, the First Priority Creditors and any other holders of the First Priority Obligations.

     “ First Priority Security Documents ” means the “Security Documents” as defined in the First Priority Agreement, and any other documents that are designated under the First Priority Agreement as “First Priority Security Documents” for purposes of this Agreement.

     “ Hedging Obligations ” means, with respect to any Loan Party, any obligations of such Loan Party pursuant to an agreement in respect of any “Hedging Agreement” as defined in the Existing First Priority Agreement or any other swap agreement or hedge agreement in respect of interest rates, currency exchange rates or commodity prices entered into by a Loan Party and any First Priority Creditor (or any of its affiliates) at the time such agreement is entered into.

     “ Insolvency Proceeding ” means any proceeding in respect of bankruptcy, insolvency, winding up, receivership, dissolution or assignment for the benefit of creditors, in each of the foregoing events whether under the Bankruptcy Code or any similar federal, state or foreign bankruptcy, insolvency, reorganization, receivership or similar law.

     “ Junior Priority Agreements ” means the Second Priority Documents and the Third Priority Documents, collectively.

     “ Junior Priority Collateral ” means the Second Priority Collateral and the Third Priority Collateral, collectively.

     “ Junior Priority Creditors ” means the Second Priority Creditors and the Third Priority Creditors, collectively.

     “ Junior Priority Documents ” means the Second Priority Documents and the Third Priority Documents, collectively and the Junior Priority Intercreditor Agreement.

     “ Junior Priority Intercreditor Agreement ” means the Intercreditor Agreement, dated as of the date hereof, by and between the Second Priority Representative and the Third Priority Representative.

      “Junior Priority Lien” means any Lien created by the Junior Priority Security Documents.

     “ Junior Priority Obligations ” means the Second Priority Obligations and the Third Priority Obligations, collectively.

     “ Junior Priority Representatives ” means the Second Priority Representative and the Third Priority Representative, collectively.

     “ Junior Priority Secured Parties ” means the Second Priority Secured Parties and the Third Priority Secured Parties, collectively.

     “ Junior Priority Security Documents ” means the Second Priority Security Documents and the Third Priority Security Documents, collectively.

     “ Lien ” means, with respect to any asset, (a) any mortgage, deed of trust, deed to secure debt, lien, pledge, hypothecation, encumbrance, charge or security interest in, on or of such asset, and (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.

     “ Loan Party ” means the Company and its Subsidiaries that are now or hereafter become parties to any First Priority Document or Junior Priority Document. All references in this Agreement to any

Loan Party shall include such Loan Party as a debtor-in-possession and any receiver or trustee for such Loan Party in any Insolvency Proceeding.

      “Maximum First Priority Principal Amount” means $47,500,000.

     “ Person ” means any person, individual, sole proprietorship, partnership, joint venture, corporation, limited liability company, unincorporated organization, association, institution, entity, party, including any government and any political subdivision, agency or instrumentality thereof.

     “ Post-Petition Interest ” means any interest or entitlement to fees or expenses or other charges that accrues after the commencement of any Insolvency Proceeding, whether or not allowed or allowable in any such Insolvency Proceeding.

      “Purchase” has the meaning set forth in Section 3.7(b).

      “Purchase Notice” has the meaning set forth in Section 3.7(a).

      “Purchase Price” has the meaning set forth in Section 3.7(c).

      “Purchasing Parties” has the meaning set forth in Section 3.7(b).

     “ Recovery ” has the meaning as set forth in Section 5.5.

      “Replacement First Priority Agreement” has the meaning set forth in the definition of “First Priority Agreement”.

     “ Second Priority Administrative Agent ” means Credit Suisse, as the administrative agent for the Second Priority Secured Parties under the Second Priority Agreement.

     “ Second Priority Agreement ” means the collective reference to (a) the Existing Second Priority Agreement, (b) any Additional Second Priority Agreement and (c) any other credit agreement, loan agreement, note agreement, promissory note, indenture, or other agreement or instrument evidencing or governing the terms of any indebtedness or other financial accommodation that has been incurred to extend, replace, refinance or refund in whole or in part the indebtedness and other obligations outstanding under the Existing Second Priority Agreement, any Additional Second Priority Agreement or any other agreement or instrument referred to in this clause (c). Any reference to the Second Priority Agreement hereunder shall be deemed a reference to any Second Priority Agreement then extant.

     “ Second Priority Collateral ” means all assets, whether now owned or hereafter acquired by the Company or any other Loan Party, in which a Lien is granted or purported to be granted to any Second Priority Secured Party as security for any Second Priority Obligation.

     “ Second Priority Creditors ” means the “Lenders” as defined in the Second Priority Agreement, or any Persons that are designated under the Second Priority Agreement as the “Second Priority Creditors” for purposes of this Agreement.

     “ Second Priority Documents ” means each Second Priority Agreement, each Second Priority Security Document and each Second Priority Guarantee.

     “ Second Priority Guarantee ” means any guarantee by any Loan Party of any or all of the Second Priority Obligations.

      “Second Priority Lien” means any Lien created by the Second Priority Security Documents.

     “ Second Priority Obligations ” means (a) all principal of and interest (including without limitation any Post-Petition Interest) and premium (if any) on all indebtedness under the Second Priority Agreement, and (b) all guarantee obligations, fees, expenses (including fees and expenses of counsel to the Second Priority Administrative Agent and the Second Priority Representative) and other amounts payable (including any indemnity for Claims (as defined in the Second Priority Agreement)) from time to time pursuant to the Second Priority Documents.

     “ Second Priority Representative ” has the meaning set forth in the introductory paragraph hereof, but shall also include any Person identified as a “Second Priority Representative” in any Second Priority Agreement other than the Existing Second Priority Agreement.

     “ Second Priority Secured Parties ” means the Second Priority Representative, the Second Priority Creditors and any other holders of the Second Priority Obligations.

     “ Second Priority Security Documents ” means the “Security Documents” as defined in the Second Priority Agreement and any documents that are designated under the Second Priority Agreement as “Second Priority Security Documents” for purposes of this Agreement.

     “ Secured Parties ” means the First Priority Secured Parties and the Junior Priority Secured Parties.

     “ Standstill Period ” has the meaning as set forth in Section 3.2.

      “Surviving Obligations” has the meaning set forth in Section 3.7(b).

     “ Third Priority Agreement ” means the collective reference to (a) the Existing Third Priority Agreement, (b) any Additional Third Priority Agreement and (c) any other credit agreement, loan agreement, note agreement, promissory note, indenture, or other agreement or instrument evidencing or governing the terms of any indebtedness or other financial accommodation that has been incurred to extend, replace, refinance or refund in whole or in part the indebtedness and other obligations outstanding under the Existing Third Priority Agreement, any Additional Third Priority Agreement or any other agreement or instrument referred to in this clause (c). Any reference to the Third Priority Agreement hereunder shall be deemed a reference to any Third Priority Agreement then extant.

     “ Third Priority Collateral ” means all assets, whether now owned or hereafter acquired by the Company or any other Loan Party, in which a Lien is granted or purported to be granted to any Third Priority Secured Party as security for any Third Priority Obligation.

     “ Third Priority Creditors ” means the “Holders” as defined in the Third Priority Agreement, or any Persons that are designated under the Third Priority Agreement as the “Third Priority Creditors” for purposes of this Agreement.

     “ Third Priority Documents ” means each Third Priority Agreement, each Third Priority Security Document and each Third Priority Guarantee.

     “ Third Priority Guarantee ” means any guarantee by any Loan Party of any or all of the Third Priority Obligations.

      “Third Priority Lien” means any Lien created by the Third Priority Security Documents.

     “ Third Priority Obligations ” means (a) all principal of and interest (including without limitation any Post-Petition Interest) and premium (if any) on all indebtedness under the Third Priority Agreement, (b) the obligations of the Loan Parties to the Third Priority Representative under Section 7.07 of the Third Priority Agreement and (c) all guarantee obligations, fees, expenses (including fees and expenses of counsel to the Third Priority Representative) and other amounts payable from time to time pursuant to the Third Priority Documents.

     “ Third Priority Representative ” has the meaning set forth in the introductory paragraph hereof, but shall also include any Person identified as a “Third Priority Representative” in any Third Priority Agreement other than the Existing Third Priority Agreement.

     “ Third Priority Secured Parties ” means the Third Priority Representative, the Third Priority Creditors and any other holders of the Third Priority Obligations.

     “ Third Priority Security Documents ” means the “Security Documents” as defined in the Third Priority Agreement and any documents that are designated under the Third Priority Agreement as “Third Priority Security Documents” for purposes of this Agreement.

     “ Unasserted Contingent Obligations ” means, at any time, First Priority Obligations for taxes, costs, indemnifications, reimbursements, damages and other liabilities (excluding (a) the principal of, and interest and premium (if any) on, and fees and expenses relating to, any First Priority Obligation and (b) contingent reimbursement obligations in respect of amounts that may be drawn under outstanding letters of credit) in respect of which no assertion of liability (whether oral or written) and no claim or demand for payment (whether oral or written) has been made (and, in the case of First Priority Obligations for indemnification, no notice for indemnification has been issued by the indemnitee) at such time.

     “ Uniform Commercial Code ” means the Uniform Commercial Code as in effect from time to time in the applicable jurisdiction.

     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 (i) 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, amended and restated, restated, supplemented or otherwise modified, renewed, extended Refinanced or replaced (ii) any reference herein to any Person shall be construed to include such Person’s successors or permitted assigns, (iii) any reference herein to any Loan Party shall be construed to include such Loan Party as debtor and debtor-in-possession and any receiver or trustee for such Loan Party in any Insolvency Proceeding, (iv) 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, (v) all references herein to Sections shall be construed to refer to Exhibits or Sections of this Agreement, (vi) 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 and (vii) references to laws or statutes include all related rules, regulations, interpretations, amendments and successor provisions.

      SECTION 2. LIEN PRIORITIES.

     2.1 Subordination of Liens . (a) Any and all Liens now existing or hereafter created or arising in favor of any Junior Priority Secured Party securing the Junior Priority Obligations, regardless of how acquired, whether by grant, statute, operation of law, subrogation or otherwise are expressly junior in priority, operation and effect to any and all Liens now existing or hereafter created or arising in favor of the First Priority Secured Parties securing the First Priority Obligations, notwithstanding (i) anything to the contrary contained in any agreement or filing to which any Junior Priority Secured Party may now or hereafter be a party, and regardless of the time, order or method of grant, attachment, recording or perfection of any financing statements or other security interests, pledges, deeds, mortgages and other liens, charges or encumbrances or any defect or deficiency or alleged defect or deficiency in any of the foregoing, (ii) any provision of the Uniform Commercial Code or any applicable law or any First Priority Document or Junior Priority Document or any other circumstance whatsoever and (iii) the fact that any such Liens in favor of any First Priority Secured Party securing any of the First Priority Obligations are (x) subordinated to any Lien securing any obligation of any Loan Party other than the Junior Priority Obligations or (y) otherwise subordinated, voided, avoided, invalidated or lapsed.

     (b) No Secured Party shall object to or contest, or support any other Person in contesting or objecting to, in any proceeding (including without limitation, any Insolvency Proceeding), the validity, extent, perfection, priority (as set forth herein) or enforceability of any security interest in the Common Collateral granted to the Secured Parties; provided that nothing in this Agreement shall be construed to prevent or impair the rights of the First Priority Representative or the First Priority Secured Parties to enforce this Agreement, including the priority of the Liens as provided in this Agreement. Notwithstanding any failure by any First Priority Secured Party to perfect its security interests in the Common Collateral or any avoidance, invalidation or subordination by any third party or court of competent jurisdiction of the security interests in the Common Collateral granted to the First Priority Secured Parties, the priority and rights as between the First Priority Secured Parties and the Junior Priority Secured Parties with respect to the Common Collateral shall be as set forth herein.

     2.2 Nature of First Priority Obligations . Each Junior Priority Representative, on behalf of itself and the other Junior Priority Secured Parties it represents, acknowledges that a portion of the First Priority Obligations represents debt that is revolving in nature and that the amount thereof that may be outstanding at any time or from time to time may be increased or reduced and subsequently reborrowed, and that the terms of the First Priority Obligations may be modified, extended or amended from time to time, and that the aggregate amount of the First Priority Obligations may be increased, replaced or refinanced, in each event, without notice to or consent by the Junior Priority Secured Parties and without affecting the provisions hereof (but subject to the proviso in the definition of “First Priority Obligations” with respect to the Maximum First Priority Principal Amount), whether or not such obligations are permitted to be incurred pursuant to the Junior Priority Documents. The Lien priorities provided in Section 2.1 shall not be altered or otherwise affected by any such amendment, modification, supplement, extension, repayment, reborrowing, increase, replacement, renewal, restatement or refinancing of either the First Priority Obligations (subject to the Maximum First Priority Principal Amount) or the Junior Priority Obligations, or any portion thereof.

     2.3 Agreements Regarding Actions to Perfect Liens . (a) Each Junior Priority Representative, on behalf of itself and the other Junior Priority Secured Parties it represents, agrees that UCC-1 financing statements, patent, trademark or copyright filings or other filings or recordings filed or recorded on behalf of the Junior Priority Secured Parties shall be in form reasonably satisfactory to the First Priority Representative.

     (b) Each Junior Priority Representative, on behalf of itself and the other Junior Priority Secured Parties it represents, agrees that all mortgages, deeds of trust, deeds and similar instruments (collectively, “ mortgages ”) now or thereafter filed against real property in favor of and for the benefit of the Junior Secured Parties shall be in form satisfactory to the First Priority Representative and shall contain the following notation (or such other notation acceptable to the First Priority Representative): “The lien created by this mortgage on the property described herein is junior and subordinate to the lien on such property created by any mortgage, deed of trust or similar instrument now or hereafter granted to the First Priority Representative, and its successors and assigns, in such property, in accordance with the provisions of that certain Intercreditor Agreement dated as of August 4, 2009 among Bank of America, N.A., as First Priority Administrative Agent and First Priority Collateral Agent, Credit Suisse, as Second Lien Collateral Agent, U.S. Bank National Association as Third Lien Collateral Agent and the Loan Parties referred to therein, as amended, modified or supplemented from time to time.”

     (c) The First Priority Representative hereby acknowledges that, to the extent that it holds, or a third party holds on its behalf, physical possession of or “control” (as defined in the Uniform Commercial Code) over Common Collateral pursuant to the First Priority Security Documents, such possession or control is also for the benefit of the Junior Priority Representatives and the other Junior Priority Secured Parties solely to the extent required to perfect their security interest in such Common Collateral. Nothing in the preceding sentence shall be construed to impose any duty on the First Priority Representative (or any third party acting on its behalf) with respect to such Common Collateral or provide the Junior Priority Representatives or any other Junior Priority Secured Party with any rights with respect to such Common Collateral beyond those specified in this Agreement and the Junior Priority Security Documents, provided that promptly subsequent to the occurrence of the First Priority Obligations Payment Date, the First Priority Representative shall (i) deliver to the applicable Junior Priority Representative, at the direction of the Second Priority Representative and the Third Priority Representative as is determined between them in accordance with the Junior Priority Intercreditor Agreement, at the Company’s sole cost and expense, the Common Collateral in its possession or control together with any necessary endorsements to the extent required by the Junior Priority Documents or (ii) direct and deliver such Common Collateral as a court of competent jurisdiction otherwise directs, and provided , further , that the provisions of this Agreement are intended solely to govern the respective Lien priorities as between the First Priority Secured Parties and the Junior Priority Secured Parties and shall not impose on the First Priority Secured Parties any obligations in respect of the disposition of any Common Collateral (or any proceeds thereof) that would conflict with prior perfected Liens or any claims thereon in favor of any other Person that is not a Secured Party.

     2.4 No New Liens . So long as the First Priority Obligations Payment Date has not occurred, the parties hereto agree that (a) no Loan Party shall create or grant , nor shall any Junior Priority Secured Party have any right to require the creation of, any Lien on any assets of any Loan Party securing any Junior Priority Obligation if such assets are not subject to, and do not become subject to, a Lien securing the First Priority Obligations and (b) if any Junior Priority Secured Party shall acquire or hold any Lien on any assets of any Loan Party securing any Junior Priority Obligation which assets are not also subject to the First Priority Lien of the First Priority Representative under the First Priority Documents, then such Junior Priority Representative, upon demand by the First Priority Representative, will without the need

for any further consent of any other Junior Priority Secured Party, notwithstanding anything to the contrary in any other Junior Priority Document either (i) release such Lien or (ii) assign it to the First Priority Representative as security for the First Priority Obligations (in which case such Junior Priority Representative may retain a junior Lien on such assets subject to the terms hereof). 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 Priority Secured Parties, the Junior Priority Representatives and the other Junior Priority Secured Parties agree that any amounts received by or distributed to any of them pursuant to or as a result of Liens granted in contravention of this Section 2.4 shall be subject to Section 4.1.

      SECTION 3. ENFORCEMENT RIGHTS.

     3.1 Exclusive Enforcement . Until the First Priority Obligations Payment Date has occurred, whether or not an Insolvency Proceeding has been commenced by or against any Loan Party, the First Priority Secured Parties shall have the exclusive right to take and continue any Enforcement Action with respect to the Common Collateral, without any consultation with or consent of any Junior Priority Secured Party, but subject to the provisos set forth in Sections 3.2 and 5.1. Upon the occurrence and during the continuance of a Default or an Event of Default under (and defined in) the First Priority Documents, the First Priority Representative and the other First Priority Secured Parties may take and continue any Enforcement Action with respect to the First Priority Obligations and the Common Collateral in accordance with the terms of the First Priority Documents in such order and manner as they may determine in their sole discretion.

     3.2 Standstill and Waivers . Each Junior Priority Representative, on behalf of itself and the other Junior Priority Secured Parties it represents, agrees that, until the First Priority Obligations Payment Date has occurred, subject to the proviso set forth in Section 5.1:

     (a) they will not take or cause to be taken any Enforcement Action;

     (b) they will not take or cause to be taken any action, the purpose or effect of which is to make any Lien in res