INTERCREDITOR AGREEMENT dated as of June 1, 2007 among

Exhibit 99.8

INTERCREDITOR AGREEMENT

dated as of June 1, 2007

among

WORLDSPACE, INC.,

as the Borrower

and

THE OTHER GUARANTORS PARTY HERETO,

as Guarantors,

THE BANK OF NEW YORK

as First Lien Collateral Agent,

and

THE BANK OF NEW YORK

as Second Lien Collateral Agent

TABLE OF CONTENTS

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INTERCREDITOR AGREEMENT

This INTERCREDITOR AGREEMENT is dated as of June 1, 2007, and entered into by and among WORLDSPACE, INC. , a Delaware corporation (the “Borrower”), the Guarantor Subsidiaries, THE BANK OF NEW YORK , in its capacity as collateral agent for the First Lien Obligations (as defined below), including its successors and assigns from time to time (the “ First Lien Collateral Agent ”), and THE BANK OF NEW YORK , in its capacity as collateral agent for the Second Lien Obligations (as defined below), including its successors and assigns from time to time (the “ Second Lien Collateral Agent ”). Capitalized terms used herein but not otherwise defined herein have the meanings set forth in Section 1 below.

RECITALS

WHEREAS , the Borrower has issued (i) $60,000,000 aggregate principal amount of convertible senior notes (the “ Convertible Notes ”) secured by a second priority lien issued by WorldSpace and (ii) $45,000,000 aggregate principal amount of first lien bridge notes (the “ Bridge Notes ”), to the Investors party to the Exchange Agreement, dated as of the date hereof (as the same may be amended, modified or supplemented from time to time, the “ Exchange Agreement ”), among the Borrower and such Investors;

WHEREAS , the obligations of the Loan Parties under the Bridge Notes and any other First Lien Credit Agreement up to the First Lien Cap Amount will be secured by substantially all the assets of the Borrower and certain Subsidiaries (such Subsidiaries and any future Subsidiaries of the Borrower providing a guaranty thereof, the “ Guarantor Subsidiaries ”), respectively, pursuant to the terms of the First Lien Security Documents;

WHEREAS , the obligations of the Borrower and the Guarantor Subsidiaries under the Convertible Notes and any other Second Lien Obligations up to the Second Lien Cap Amount will be secured by substantially all the assets of the Borrower and the Guarantor Subsidiaries, respectively, pursuant to the terms of the Second Lien Security Documents; and

WHEREAS , the First Lien Loan Documents and the Second Lien Loan 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.

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:

“ Affiliate ” means, when used with respect to a specified Person, another person that directly, or indirectly through one or more intermediaries, Controls or is Controlled by or is under common Control with the person specified.

“ Agreement ” means this Agreement, as amended, restated, 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.

“ Bridge Notes ” shall have the meaning set forth in the recitals hereto.

“ Business Day ” means any day excluding Saturday, Sunday and a day on which banking institutions located in New York City are authorized or required by law to close.

“ Collateral ” means all of the assets and property of any Loan Party, whether real, personal or mixed, whether now owned or hereafter arising, and all Proceeds thereof, constituting First Lien Collateral and Second Lien Collateral.

“ 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 that creates a Lien on the same Collateral, granted by the same Loan Party.

“ Control ” means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of a Person, whether through the ownership of voting securities, by contract or otherwise, and the terms “ Controlling ” and “ Controlled ” shall have meanings correlative thereto.

“ Convertible Notes ” shall have the meaning set forth in the recitals hereto.

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

“ Discharge of First Lien Obligations ” means, except to the extent otherwise provided in Section 5.5 or Section 6.5 , with respect to First Lien Obligations, that: (a) all of such First Lien Obligations (other than contingent indemnification obligations not yet due and payable and other than those First Lien Obligations incurred in violation of Section 5.3(a)(2) and Section 5.3(a)(3) (but only to the extent of such violation)) have been indefeasibly paid, performed or discharged in full (with all such First Lien Obligations consisting of monetary or payment obligations having been paid in full in cash, or cash equivalents acceptable to the requisite percentage under the First Lien Credit Agreement of First Lien Lenders), (b) no Person has any further right to obtain any loans, letters of credit, or other extensions of credit under the documents relating to such First Lien Obligations, and (c) any and all letters of credit or similar instruments issued under the First Lien Loan Documents (other than those letters of credit and similar instruments issued under such documents that cause, without duplication, the First Lien Obligations to exceed the First Lien Cap Amount (but only to the extent of such excess)) have been cancelled and returned, backed by stand-by guarantees or cash collateralized, in each case in accordance with the terms of such documents.

“ Disposition ” has the meaning set forth in Section 5.1(b) .

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“ Disposition Release ” has the meaning set forth in Section 5.1(b) .

“ Enforcement Release ” has the meaning set forth in Section 5.1 .

“ Exchange Agreement ” has the meaning set forth in the recitals hereto.

“ Exercise Any Secured Creditor Remedies ” means (a) the taking of any action to enforce or realize upon any Lien, including the institution of any foreclosure proceedings or the noticing of any public or private sale or other disposition pursuant to Article 9 of the UCC, (b) the exercise of any right or remedy provided to a secured creditor or otherwise on account of a Lien under the First Lien Loan Documents, the Second Lien Loan Documents, applicable law, in an Insolvency or Liquidation Proceeding or otherwise, including the election to retain any Collateral in satisfaction of a Lien, (c) the taking of any action or the exercise of any right or remedy in respect of the collection on, set off against, marshaling of, or foreclosure on the Collateral or the Proceeds of Collateral, (d) the sale, lease, license, or other disposition of all or any portion of the Collateral, by private or public sale, other disposition or any other means permissible under applicable law, and (e) the exercise of any other right relating to any Collateral (including the exercise of any right under any lockbox agreement, account control agreement, landlord waiver or bailee’s letter or the exercise of any voting rights relating to any capital stock and including any right of recoupment or set-off) whether under the First Lien Loan Documents, the Second Lien Loan Documents, applicable law, in an Insolvency or Liquidation Proceeding or otherwise.

“ Exercise Notice ” has the meaning set forth in Section 5.6(a) .

“ Exigent Circumstances ” means (a) an exercise by any Person (other than a First Lien Secured Party or a Second Lien Secured Party) of enforcement rights or remedies with respect to all or a material portion of the Collateral or (b) any other event or circumstance that in the reasonable judgment of the First Lien Collateral Agent or First Lien Lenders materially and immediately threatens the ability of the First Lien Collateral Agent to realize upon all or a material portion of the Collateral, as applicable, including, without limitation, fraudulent removal, concealment or abscondment or destruction or material waste thereof, or which, in the reasonable judgment of the First Lien Collateral Agent, could result in a material diminution of value of the Collateral.

“ First Lien Cap Amount ” has the meaning set forth in the definition of First Lien Obligations.

“ First Lien Collateral ” means all of the assets and property of any Loan Party, whether real, personal or mixed, whether now owned or hereafter arising, and all Proceeds thereof, 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 set forth in the preamble hereof.

“ First Lien Credit Agreement ” means (i) the Bridge Notes and (ii) 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

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financial accommodation that has been incurred to extend, increase or Refinance (subject to the limitations set forth herein) in whole or in part the indebtedness and other obligations outstanding under (x) the credit agreement referred to in clause (i) or (y) any subsequent First Lien Credit Agreement, unless such agreement or instrument expressly provides that it is not intended to be and is not a First Lien Credit Agreement hereunder; provided, however, that no such agreement, note, indenture or instrument shall be a First Lien Credit Agreement unless the lenders thereunder (or the collateral agent therefor) shall have executed a joinder to this Agreement binding them to the terms hereof. Any reference to the First Lien Credit Agreement hereunder shall be deemed a reference to any First Lien Credit Agreement then in existence.

“ First Lien Enforcement Notice ” has the meaning set forth in Section 3.1(b) .

“ First Lien Exposure ” means, at any time, the sum of (i) the outstanding amount of First Lien Obligations and (ii) any undrawn commitment under the First Lien Credit Agreement.

“First Lien L/C Obligations” means all outstanding obligations incurred by the First Lien Lenders, whether direct or indirect, contingent or otherwise, due or not due, in connection with the issuance of letters of credit by a First Lien Lender or another issuer pursuant to the First Lien Loan Documents or the purchase of a participation with respect to any letter of credit, including any unpaid reimbursement obligations in respect thereof. The amount of such First Lien L/C Obligations shall equal the maximum amount that may be or become payable at such time or at any time thereafter by the First Lien Lenders thereupon or pursuant thereto.

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

“ First Lien Loan Documents ” means the First Lien Credit Agreement and each of the other agreements, documents and instruments providing for or evidencing any First Lien Obligation, and any other document or instrument executed or delivered at any time in connection with any First Lien Obligations, as the same may be amended, modified, restated or replaced from time to time, in accordance with the provisions of this Agreement.

“ First Lien Loans ” means “Loans” under and as defined in the First Lien Credit Agreement.

“ First Lien Obligations ” means all obligations, liabilities and indebtedness of every kind, nature and description owing by the Borrower or any other Loan Party to the First Lien Lenders evidenced by or arising under the First Lien Loan Documents (including any First Lien Loans and First Lien L/C Obligations), in each case, whether direct or indirect, absolute or contingent, joint or several, due or not due, primary or secondary, liquidated or unliquidated, including principal, interest, charges, fees, costs, indemnities and reasonable expenses, however evidenced, and whether as principal, surety, endorser, guarantor or otherwise, whether now existing or hereafter arising, whether arising before, during or after the initial or any renewal term of the First Lien Credit Agreement whether arising before, during or after the commencement of any Insolvency or Liquidiation Proceeding with respect to Borrower or any other Loan Party (and including the payment of principal, interest, fees, costs, expenses and other

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amounts which would accrue and become due but for the commencement of such Insolvency or Liquidiation Proceeding, whether or not such principal, interest, fees, costs, expenses or other amounts are allowed or allowable in whole or in part in any such Insolvency Proceeding). Notwithstanding the foregoing:

(x) if the sum of: (1) Indebtedness for borrowed money constituting principal outstanding under the First Lien Credit Agreement and the other First Lien Loan Documents; plus (2) the aggregate First Lien L/C Obligations in respect of letters of credit issued but not reimbursed under the First Lien Credit Agreement, is in excess of $105,000,000 in the aggregate (the “First Lien Cap Amount” ), then only that portion of such principal amount of Indebtedness and such aggregate face amount of letters of credit equal to the First Lien Cap Amount shall be included in First Lien Obligations, and interest and reimbursement obligations with respect to such Indebtedness and letters of credit shall only constitute First Lien Obligations to the extent related to the principal amount of Indebtedness and face amounts of letters of credit included in the First Lien Obligations; and

(y) any Lien securing any portion of such principal amount of Indebtedness and such aggregate face amount of letters of credit in excess of the First Lien Cap Amount, 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 Second Lien Obligations; and

(z) so long as the aggregate principal amount of Indebtedness and letter of credit obligations extended under the First Lien Loan Documents do not at any time of determination thereof, including at any time during which an Event of Default under the First Lien Loan Documents or the Second Lien Loan Documents has occurred or any party may have Exercised Any Secured Party Remedies with respect to the Collateral, exceed the First Lien Cap Amount in effect at such time, then the fact that the Indebtedness and letter of credit accommodations extended under the First Lien Loan Documents may prior to such time of determination have exceeded the First Lien Cap Amount shall not affect at such time of determination the relative priorities established hereunder of the Liens granted by the Loan Parties in favor of the First Lien Collateral Agent and the Second Lien Collateral Agent.

“ First Lien Secured Parties ” means, at any relevant time, the holders of First Lien Obligations at such time, including without limitation the First Lien Lenders and the agents under the First Lien Credit Agreement.

“ First Lien Security Documents ” means the 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.

“ Guarantor Subsidiaries ” has the meaning set forth in the recitals hereto.

“ Indebtedness ” means and includes all obligations that constitute “Indebtedness” within the meaning of the First Lien Credit Agreement or the Second Lien Credit Agreement.

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“ Insolvency or Liquidation Proceeding ” means, with respect to any person, any (a) insolvency, bankruptcy, receivership, reorganization, readjustment, composition or other similar proceeding relating to such person or its property or creditors in such capacity, (b) proceeding for any liquidation, dissolution or other winding up of such person, voluntary or involuntary, whether or not involving insolvency or proceedings under the Bankruptcy Code, whether partial or complete and whether by operation of law or otherwise, (c) assignment for the benefit of creditors of such person or (d) other marshalling of the assets of such person.

“ Investors ” has the meaning set forth in the recitals hereto.

“ Lien ” has the meaning ascribed to such term in the First Lien Credit Agreement.

“ Loan Parties ” means the Borrower and each of the Guarantor Subsidiaries that have executed and delivered, or may from time to time hereafter execute and deliver, a First Lien Security Document or a Second Lien Security Document.

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

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

“ Notice Period ” has the meaning set forth in Section 3.1(b) .

“ Noticed Actions ” has the meaning set forth in Section 5.7 .

“ Person ” means “person” under and as defined in the First Lien Credit Agreement.

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

“ Proceeds ” has the meaning given such term in Article 9 of the UCC.

“ Purchased Rights ” has the meaning set forth in Section 5.6 .

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

“ 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.

“ Second Lien Cap Amount ” has the meaning set forth in the definition of Second Lien Obligations.

“ Second Lien Collateral ” means all of the assets and property of any Loan Party, whether real, personal or mixed, whether now owned or hereafter arising, and all Proceeds thereof, with respect to which a Lien is granted or purported to be granted as security for any Second Lien Obligations.

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“ Second Lien Collateral Agent ” has the meaning set forth in the preamble hereof.

“ Second Lien Credit Agreement ” means (i) the Convertible Notes and (ii) 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 (subject to the limitations set forth herein and in the First Lien Credit Agreement) under an agreement or instrument that expressly provides that it is intended to be and is a Second Lien Credit Agreement hereunder; provided, however, that no such agreement, note, indenture or instrument shall be a Second Lien Credit Agreement unless the lenders thereunder (or the collateral agent therefor) shall have executed a joinder to this Agreement binding them to the terms hereof. Any reference to the Second Lien Credit Agreement hereunder shall be deemed a reference to any Second Lien Credit Agreement then in existence.

“ Second Lien Lenders ” means the “Lenders” under and as defined in the Second Lien Credit Agreement.

“ Second Lien Loan Documents ” means the Second Lien Credit Agreement and each of the other agreements, documents and instruments providing for or evidencing any Second Lien Obligation, and any other document or instrument executed or delivered at any time in connection with any Second Lien Obligations, as the same may be amended, modified, restated, or replaced from time to time, in accordance with the provisions of this Agreement.

“ Second Lien Loans ” means “Loans” under and as defined in the Second Lien Credit Agreement.

“ Second Lien Obligations ” means all obligations, liabilities and indebtedness of every kind, nature and description owing by the Borrower or any other Loan Party to one or more of Second Lien Lenders evidenced by or arising under one or more of the Second Lien Loan Documents, whether direct or indirect, absolute or contingent, joint or several, due or not due, primary or secondary, liquidated or unliquidated, including principal, interest, charges, fees, costs, indemnities and reasonable expenses, however evidenced, whether as principal, surety, endorser, guarantor or otherwise, whether now existing or hereafter arising, whether arising before, during or after the initial or any renewal term of the Second Lien Credit Agreement, whether arising before, during or after the commencement of any Insolvency or Liquidation Proceeding with respect to the Borrower or any other Loan Party (and including the payment of principal, interest, fees, costs, expenses and other amounts which would accrue and become due but for the commencement of such Insolvency or Liquidiation Proceeding, whether or not such principal, interest, fees, costs, expenses or other amounts are allowed or allowable in whole or in part in any such Insolvency or Liquidation Proceeding). Notwithstanding the foregoing, if the Indebtedness for borrowed money constituting principal outstanding under the Second Lien Credit Agreement and the other Second Lien Loan Documents is in excess of $100,000,000 in the aggregate (the “Second Lien Cap Amount” ), then only that portion of such Indebtedness equal to the Second Lien Cap Amount shall be included in Second Lien Obligations, and interest and fees with respect to such Indebtedness shall only constitute Second Lien Obligations to the extent related to Indebtedness included in the Second Lien Obligations.

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“ Second Lien Option Period ” means each of the periods (x) commencing on (i) the date of the commencement of an Insolvency or Liquidation Proceeding of any of the Loan Parties, or (ii) the date the Second Lien Agent receives a First Lien Enforcement Notice or receives notice of: (1) the acceleration of the First Lien Obligations based on an Event of Default under the First Lien Loan Documents, (2) a motion seeking to sell substantially all of the assets of the Loan Parties under section 363 of the Bankruptcy Code; or (3) any action taken by the First Lien Collateral Agent to foreclose on all or a material portion of the Collateral, and (y) ending on the date which is fifteen (15) Business Days thereafter.

“ Second Lien Secured Parties ” means, at any relevant time, the holders of Second Lien Obligations at such time, including without limitation the Second Lien Lenders and the agents under the Second Lien Credit Agreement.

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

“ Selling Claimholders ” has the meaning set forth in Section 5.6(b) .

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

“ Subsidiary ” has the meaning ascribed to such term in the First Lien Credit Agreement.

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

1.2 Terms Generally . The definitions of terms 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 (subject to any restrictions on such amendments, supplements or modifications set forth herein), (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 Sections shall be construed to refer to Sections of this Agreement, (e) any reference to any law or regulation herein shall refer to such law or regulation as amended, modified or supplemented from time to time and (f) the words “asset” and “property” shall be construed to have the same meaning and effect and to refer to any and all tangible and intangible assets and properties, including cash, securities, accounts and contract rights.

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Section 2. Lien Priorities .

2.1 Relative Priorities . (a) Notwithstanding the date, manner or order of grant, attachment or perfection of any Liens securing the Second Lien Obligations granted on the Collateral, 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 Loan Documents or any other circumstance whatsoever, the Second Lien Collateral Agent, on behalf of itself and the Second Lien Secured Parties, hereby agrees that: (i) 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 Secured Parties 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 (ii) any Lien on the Collateral now or hereafter held by or on behalf the Second Lien Collateral Agent, any Second Lien Secured Parties 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 Loan Party or any other Person.

2.2 Nature of First Lien Obligations . The Second Lien Collateral Agent, for itself and on behalf of each of the Second Lien Secured Parties, acknowledges that (a) a portion of the First Lien Obligations may be revolving in nature, (b) the amount thereof that may be outstanding at any time or from time to time may be increased or reduced and subsequently reborrowed, and (c) subject to the limitations on the maximum aggregate amount of First Lien Obligations set forth in Section 5.3 , the aggregate amount of the First Lien Obligations may be increased or Refinanced, in either event, without notice or consent of the Second Lien Secured Parties and without affecting the provisions hereof. 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 any of the First Lien Obligations or the Second Lien Obligations, or any portion thereof.

2.3 Prohibition on Contesting Liens . The Second Lien Collateral Agent, for itself and on behalf of each of the Second Lien Secured Parties, 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), the priority, validity or enforceability of a Lien held by or on behalf of any of the First Lien Secured Parties in the Collateral. The First Lien Collateral Agent, for itself and on behalf of each of the First Lien Secured Parties, 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), the priority (other than to enforce its Lien priority rights hereunder against the Second Lien Collateral Agent and the Second Lien Secured Parties), validity or enforceability of a Lien held by or on behalf of any of the Second Lien Secured Parties in the Collateral.

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2.4 No New Liens . So long as the Discharge of First Lien Obligations has not occurred, the parties hereto agree that the Borrower and the other Loan Parties shall not, and shall not permit any Guarantor Subsidiary to, (i) grant or permit any additional Liens on any asset or property to secure any Second Lien Obligation unless it has granted a Lien on such asset or property to secure the First Lien Obligations, and (ii) grant or permit any additional Liens on any asset to secure any First Lien Obligations unless it has granted a Lien on such asset or property to secure the Second Lien Obligations. 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 First Lien Secured Parties, the Second Lien Collateral Agent, on behalf of Second Lien Secured Parties, 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 2.4 shall be subject to Section 4.2 .

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

(a) upon request by the First Lien Collateral Agent or the Second 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 Collateral and the steps taken to perfect their respective Liens thereon and the identity of the respective parties obligated under the First Lien Loan Documents and the Second Lien Loan Documents; and

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

2.6 No Debt Subordination . Nothing contained in this Agreement is intended to subordinate any debt claim by a Second Lien Secured Party to a debt claim by a First Lien Secured Party. All debt claims of the First Lien Secured Parties and the Second Lien Secured Parties are intended to be pari passu.

2.7 No Restriction on Conversion of Convertible Notes. Nothing in this Agreement shall be construed as preventing the Second Lien Lenders from exercising their conversion rights with respect to the Convertible Notes in accordance with the terms of such Convertible Notes.

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Section 3. Enforcement .

3.1 Exercise of Remedies . (a) Until the Discharge of First Lien Obligations has occurred, whether or not any Insolvency or Liquidation Proceeding has been commenced by or against the Borrower or any other Loan Party, the Second Lien Collateral Agent and the Second Lien Secured Parties will not:

(i) Exercise Any Secured Creditor Remedies with respect to any Collateral; provided , however , that if an Event of Default (as defined in the Second Lien Credit Agreement) has occurred, subject at all times to the provisions of Section 2.1 and Section 4 , after expiration of a one hundred twenty (120) day period (the “ Standstill Period ”) which shall commence on the date of receipt by the First Lien Collateral Agent of a written notice from the Second Lien Agent of the occurrence of an Event of Default and its current intention to accelerate the Second Lien Obligations, the Second Lien Collateral Agent may Exercise Any Secured Creditor Remedies with respect to the Collateral, but only so long as (x) the Notice Period (as defined in Section 3.1(b) below) is not in effect or (y) the First Lien Collateral Agent is not diligently pursuing the exercise of its rights or remedies against, or diligently attempting to vacate any stay on enforcement of their Liens on, all or any material portion of the Collateral (which actions shall include, for the avoidance of doubt, diligent pursuit of an orderly sale or disposition of all or substantially all of the stock of the Borrower in a manner consistent with the sale of such assets in the marketplace);and provided , further , that in the event that and for so long as the Second Lien Secured Parties (or the Second Lien Collateral Agent on their behalf) have commenced any actions to enforce their rights or exercise their remedies with respect to all or any material portion of the Collateral to the extent permitted hereunder and are diligently pursuing such actions, neither the First Lien Secured Parties (nor the First Lien Collateral Agent on their behalf) shall take any action of a similar nature with respect to such Collateral;

(ii) contest, protest or object to any foreclosure proceeding or action brought by the First Lien Collateral Agent or any First Lien Secured Party or any other exercise by the First Lien Collateral Agent or any First Lien Secured Party of any rights or remedies relating to the Collateral; or

(iii) object to the forbearance by a First Lien Secured Party from bringing or pursuing any foreclosure proceeding or action or any other exercise of any rights or remedies relating to the Collateral, provided, that the foregoing shall not limit the rights of the Second Lien Secured Parties under Section 3.1(a)(i) to assert that the Standstill Period has expired by reason of the failure of the First Lien Collateral Agent to diligently pursue the exercise of its rights or remedies against, or diligently attempt to vacate any stay on enforcement of their Liens on, all or any material portion of the Collateral;

provided , however , that, in the case of clauses (i), (ii) and (iii) above, the Liens granted to secure the Second Lien Obligations of the Second Lien Secured Parties shall attach to any Proceeds resulting from any such enforcement actions taken by the First Lien Collateral Agent or any First Lien Secured Party in accordance with this Agreement after application of such proceeds to the extent necessary to meet the requirements of a Discharge of First Lien Obligations.

(b) Until the Discharge of First Lien Obligations has occurred, whether or not any Insolvency or Liquidation Proceeding has been commenced by or against the Borrower or any other Loan Party, the First Lien Collateral Agent and the First Lien Secured Parties shall, except as provided in Section 3.1(a)(i) above, have the right to enforce rights and exercise remedies with respect to the Collateral without any consultation with or the consent of the Second Lien Collateral Agent or any Second Lien Secured Party. The First Lien Secured Parties

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(or the First Lien Collateral Agent on their behalf) shall provide at least five days notice (the period from the time the first such notice is sent by the First Lien Secured Parties hereunder, the “ Notice Period ”) to the Second Lien Secured Parties (such notice, a “First Lien Enforcement Notice” ) of their intent to exercise and enforce their rights or remedies with respect to the Collateral (and during such five day period, in the absence of Exigent Circumstances, such First Lien Secured Parties (or the First Lien Collateral Agent on their behalf) shall not exercise their rights and remedies with respect to the Collateral); provided that, if an Exigent Circumstance exists, the First Lien Secured Party (or the First Lien Collateral Agent on their behalf) shall provide such First Lien Enforcement Notice concurrently with or promptly after the exercise of such rights and remedies. In exercising rights and remedies with respect to the Collateral, the First Lien Collateral Agent and the First Lien Secured Parties may enforce the provisions of the First Lien Loan Documents and exercise remedies thereunder, all in such order and in such manner as they may determine in the exercise of their sole discretion. Such exercise and enforcement shall include the rights of an agent appointed by 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 UCC of any applicable jurisdiction and of a secured creditor under Bankruptcy Laws of any applicable jurisdiction.

(c) Notwithstanding the foregoing, the Second Lien Collateral Agent or any other Second Lien Secured Party may:

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The Second Lien Collateral Agent, on behalf of itself and the Second Lien Secured Parties, 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 set-off or recoupment) with respect to any Collateral in its capacity as a creditor in violation of this Agreement.

(d) Subject to Sections 3.1(a) and (c) , Sections 5.1(a) and (b) , and Section 6 :

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

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

(iii) the Second Lien Collateral Agent hereby acknowledges and agrees that no covenant, agreement or restriction contained in the Second Lien Security Document to which it is a party (other than this Agreement) shall be deemed to restrict in any way the rights and remedies of the First Lien Collateral Agent or the First Lien Secured Parties with respect to the Collateral as set forth in this Agreement and the First Lien Loan Documents.

(e) Except as otherwise specifically set forth in Sections 3.1(a) and (d) , the Second Lien Collateral Agent and the Second Lien Secured Parties may exercise rights and remedies as unsecured creditors (including, without limitation, filing any pleadings, objections, motions or agreements which assert rights or interests available to unsecured creditors of the Borrower or any other Loan Party arising under either any Insolvency or Liquidation Proceeding

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or applicable non-bankruptcy law) against the Borrower or any other Loan Party that has guaranteed or granted Liens to secure the Second Lien Obligations in accordance with the terms of the Second Lien Loan Documents and applicable law, including, without limitation, the right to file an involuntary proceeding under the Bankruptcy Code; provided that in the event that any Second Lien Secured Party becomes a judgment Lien creditor in respect of Collateral as a result of its enforcement of its rights as an unsecured creditor with respect to the Second Lien Obligations, such judgment Lien shall be subject to the terms of this Agreement for all purposes (including in relation to the First Lien Obligations) as the other Liens securing the Second Lien Obligations are subject to this Agreement.

(f) Nothing in this Agreement shall prohibit the payment by the Loan Parties or the receipt by the Second Lien Collateral Agent or any Second Lien Secured Party of the required payments of interest, principal and other amounts owed in respect of the Second Lien Obligations so long as such payment is not made with the Proceeds from the sale, lease, or other disposition of any Collateral (except as permitted the First Lien Loan Documents), or such receipt is not the direct or indirect result of the exercise by the Second Lien Collateral Agent or any Second Lien Secured Party of rights or remedies as a secured creditor (including set-off) or enforcement in contravention of this Agreement of any Lien held by any of them. Nothing in this Agreement impairs or otherwise adversely affects any rights or remedies the First Lien Collateral Agent or the First Lien Claimholders may have with respect to the Collateral.

(g) The parties hereto acknowledge and agree that (i) the First Lien Collateral Agent shall have no obligation to take, or refrain from taking, any of the actions set forth in this Section 3.1 other than in accordance with Section 9.1 of the First Lien Security Agreement and (ii) the Second Lien Collateral Agent shall have no obligation to take, or refrain from taking, any of the actions set forth in this Section 3.1 other than in accordance with Section 9.1 of the Second Lien Security Agreement.

Section 4. Payments.

4.1 Application of Proceeds . So long as the Discharge of First Lien Obligations has not occurred, any Proceeds of Collateral received by any party hereto in connection with the sale or other disposition of, or collection on, such Collateral, shall be applied by the First Lien Collateral Agent to the First Lien Obligations in such order as specified in the relevant First Lien Loan Documents. Upon the Discharge of First Lien Obligations, the First Lien Collateral Agent shall deliver to the Second Lien Collateral Agent any Proceeds of Collateral held by it in the same form as received, with any necessary endorsements or as a court of competent jurisdiction may otherwise direct to be applied by the Second Lien Collateral Agent to the Second Lien Obligations in such order as specified in the Second Lien Loan Documents.

4.2 Payments Over . So long as the Discharge of First Lien Obligations has not occurred, any Collateral or proceeds thereof (together with assets or proceeds subject to Liens referred to in the final sentence of Section 2.4 ) received by the Second Lien Collateral Agent or any Second Lien Secured Parties at a time when such receipt is not expressly permitted by the terms of this Agreement shall be segregated and held in trust and forthwith paid over to the First Lien Collateral Agent for the benefit of the First Lien Secured Parties in the same form as received, with any necessary endorsements or as a court of competent jurisdiction may otherwise

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direct. The First Lien Collateral Agent is hereby authorized to make any such endorsements as agent for the Second Lien Collateral Agent or any such Second Lien Secured Parties. This authorization is coupled with an interest and is irrevocable until such time as this Agreement is terminated in accordance with its terms.

Section 5. Other Agreements.

5.1 Releases .

(a) If in connection with the exercise of the First Lien Collateral Agent’s remedies in respect of the Collateral provided for in Section 3.1 or the entry of an order by a bankruptcy court pursuant to Section 363 of the Bankruptcy Code authorizing the sale of all or any portion of the Collateral, the First Lien Collateral Agent, for itself or on behalf of any of the First Lien Secured Parties, releases any of its Liens on any part of the Collateral or releases Guarantor Subsidiary from its obligations under its guaranty of the First Lien Obligations in connection with the sale of the stock, or substantially all the assets, of such Guarantor Subsidiary, then the Liens, if any, of the Second Lien Collateral Agent, for itself or for the benefit of the Second Lien Secured Parties, on such Collateral, and the obligations of such Guarantor Subsidiary under its guaranty of the S