INTERCREDITOR AND COLLATERAL AGENCY AGREEMENT

EXECUTION COPY

INTERCREDITOR AND COLLATERAL AGENCY AGREEMENT

Dated as of May 21, 2008

By and Among

BANK OF AMERICA, N.A.,

as Collateral Agent

And

BANK OF AMERICA, N.A., AS ADMINISTRATIVE AGENT FOR THE REVOLVING CREDIT FACILITY ON BEHALF OF THE REVOLVING CREDIT FACILITY LENDERS,

BANK OF AMERICA, N.A., AS SERVICER FOR THE FRANCHISE LOAN FACILITY ON BEHALF OF THE FRANCHISE LOAN FACILITY PARTICIPANTS ,

And

THE INSTITUTIONAL INVESTORS LISTED ON SCHEDULE 3 HERETO, AS NOTEHOLDERS

TABLE OF CONTENTS

ATTACHMENTS TO INTERCREDITOR AND COLLATERAL AGENCY AGREEMENT:

Schedule 1 – Information relating to the Noteholders

Exhibit A – List of Security Documents

INTERCREDITOR AND COLLATERAL AGENCY AGREEMENT

THIS INTERCREDITOR AND COLLATERAL AGENCY AGREEMENT dated as of May 21, 2008 (this “Agreement” ) , is entered into by and among Bank of America, N.A., in its capacity as Collateral Agent (as hereinafter defined), Bank of America, N.A., in its capacity as administrative agent (the “Revolving Credit Facility Agent” ) under the Revolving Credit Facility Agreement (as hereinafter defined) on behalf of itself and each of the Revolving Credit Facility Secured Creditors (as hereinafter defined), Bank of America, N.A., in its capacity as servicer (the “Franchise Loan Facility Servicer” ) under the Franchise Loan Facility Agreement (as hereinafter defined) on behalf of itself and each of the Franchise Loan Facility Secured Creditors (as hereinafter defined), each of the institutional investors listed on Schedule 1 attached hereto (each a “Noteholder” and collectively, the “Noteholders” ), the Company (as hereinafter defined) and the Guarantors (as hereinafter defined).

RECITALS:

A.  Ruby Tuesday, Inc., a Georgia corporation (the “Company” ), is concurrently herewith entering into that certain Amended and Restated Note Purchase Agreement dated as of May 21, 2008 (the “Note Agreement” ) with the institutional investors listed on Schedule A attached thereto, (the “Holders” ), said Note Agreement amends and restates that certain Note Purchase Agreement dated as of April 1, 2003 (as amended by that certain First Amendment dated as of October 1, 2003 and that certain Second Amendment dated as of November 30, 2007, the “Original Note Agreement” ) pursuant to which the original purchasers purchased $150,000,000 aggregate principal amount of the Company’s Senior Notes consisting of $85,000,000 aggregate principal amount of its 4.69% Senior Notes, Series A, due April 1, 2010 (as heretofore amended, the “Original Series A Notes” ) and $65,000,000 aggregate principal amount of its 5.42% Senior Notes, Series B, due April 1, 2013 (as heretofore amended, the “Original Series B Notes” ; said Original Series B Notes together with the Original Series A Notes are collectively referred to herein as the “Original Notes” ). Pursuant to the Note Agreement, the Company is concurrently herewith amending and restating the Original Notes to be in the forms of the Notes (as defined in the Note Agreement) attached to the Note Agreement and is issuing such Notes (herein, the “Senior Secured Notes” ) to the Holders.

B.  The Company has heretofore entered into that certain Amended and Restated Revolving Credit Agreement dated as of February 28, 2007 with the Revolving Credit Facility Lenders, the Revolving Credit Facility Agent, Bank of America, N.A., as issuing bank (the “Issuing Bank” ) and swingline lender (as amended by that certain First Amendment to Amended and Restated Revolving Credit Agreement dated as of November 30, 2007 and that certain Limited Waiver Agreement dated as of February 29, 2008, the “Original Revolving Credit Facility Agreement” ), pursuant to which the Revolving Credit Facility Lenders provide to the Company a revolving credit loan maturing February 23, 2012 in an amount not to exceed $500,000,000. The Company is concurrently herewith entering into that certain Second Amendment to Amended and Restated Revolving Credit Agreement dated as of May 21, 2008 (the “Second Amendment to Revolving Credit Facility Agreement” ) to the Original Revolving Credit Facility Agreement (the Original Revolving Credit Facility Agreement as amended by the Second Amendment to Revolving Credit Facility Agreement being herein referred to as the “Revolving Credit Facility Agreement” ).

C.  The Company has heretofore entered that certain Amended and Restated Loan Facility Agreement and Guaranty dated as of November 19, 2004 with the Franchise Loan Facility Servicer, AmSouth Bank, as Documentation Agent, SunTrust Bank, as Co-Syndication Agent, and Wachovia Bank, N.A., as Co-Syndication Agent, and the Participants party thereto (as amended by that certain First Amendment to Amended and Restated Loan Facility Agreement and Guaranty dated as of September 8, 2006, that certain Second Amendment to Amended and Restated Loan Facility Agreement and Guaranty dated as of February 28, 2007 and that certain Third Amendment to Amended and Restated Loan Facility Agreement and Guaranty dated as of November 30, 2007, the “ Original Franchise Loan Facility Agreement ”), pursuant to which the Franchise Loan Facility Participants provide to certain franchisees of the Company revolving credit loans maturing no later than October 5, 2011 in an aggregate amount not to exceed $48,000,000 and which revolving credit loans are guaranteed by the Company. The Company is concurrently herewith entering into that certain Fourth Amendment to Amended and Restated Loan Facility Agreement and Guaranty dated as of May 21, 2008 (the “Fourth Amendment to Franchise Loan Facility Agreement” ) to the Original Franchise Loan Facility Agreement (the Original Franchise Loan Facility Agreement as amended by the Fourth Amendment to the Franchise Loan Facility Agreement being herein referred to as the “Franchise Loan Facility Agreement” ).

D.  The obligations of the Company to the Noteholders under the Note Agreement, the Senior Secured Notes and the other Senior Note Documents (as hereafter defined), the obligations of the Company to the Revolving Credit Facility Lenders, the Revolving Credit Facility Agent and the Issuing Bank under the Revolving Credit Facility Agreement and the other Revolving Credit Facility Loan Documents (as hereinafter defined), the obligations of the Company to the Franchise Loan Facility Servicer and the Franchise Loan Facility Participants under the Franchise Loan Facility Agreement and the other Franchise Loan Facility Documents (as hereinafter defined) and the other Senior Secured Obligations (as hereinafter defined) will be secured equally and ratably by the Collateral (as hereinafter defined) pursuant to certain documents set forth on Exhibit A hereto and the other Security Documents and administered in accordance with the terms and conditions hereof. The Noteholders, the Revolving Credit Facility Agent on behalf of the Revolving Credit Facility Lenders and the Franchise Loan Facility Servicer on behalf of the Franchise Loan Facility Participants desire to appoint Bank of America, N.A. as the collateral agent (the “Collateral Agent” ) to act on behalf of the Noteholders, the Revolving Credit Facility Lenders and the Franchise Loan Facility Participants regarding the Collateral, all as more fully provided herein. The parties hereto have entered into this Agreement to, among other things, further define the rights, duties, authority and responsibilities of the Collateral Agent and the relationship between the Noteholders, the Revolving Credit Facility Lenders and the Franchise Loan Facility Participants regarding their equal and ratable interests in the Collateral.

NOW, THEREFORE , in consideration of the premises and other good and valuable consideration, the sufficiency and receipt of which are hereby acknowledged, the parties hereto hereby agree as follows:

Section 1.1.       Definitions. The following terms shall have the meanings assigned to them below in this Section 1.1 or in the provisions of this Agreement referred to below:

“Affiliate” shall mean at any time, and (a) with respect to any Person, any other Person that at such time directly or indirectly through one or more intermediaries Controls, or is Controlled by, or is under common Control with, such first Person, and (b) with respect to the Company or any Subsidiary, any Person beneficially owning or holding, directly or indirectly, 5% or more of any class of voting or equity interests of the Company or any Subsidiary or any Person of which the Company and its Subsidiaries beneficially own or hold, in the aggregate, directly or indirectly, 5% or more of any class of voting or equity interests. As used in this definition, “Control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, by contract or otherwise. Unless the context otherwise clearly requires, any reference to an “Affiliate” is a reference to an Affiliate of the Company.

“Agreement” is defined in the preamble hereof, and shall include such agreement as amended, restated, supplemented or otherwise modified in accordance with its terms.

“Bankruptcy Proceeding” shall mean, with respect to any Person, a general assignment by such Person for the benefit of its creditors, or the institution by or against such Person of any proceeding seeking relief as debtor, or seeking to adjudicate such Person as bankrupt or insolvent, or seeking reorganization, arrangement, adjustment or composition of such Person or its debts, under any law relating to bankruptcy, insolvency, reorganization or relief of debtors, or seeking appointment of a receiver, trustee, custodian or other similar official for such Person or for any substantial part of its property.

“Business Day” shall mean any day other than a Saturday, a Sunday or a day on which commercial banks in Chicago, Illinois, Charlotte, North Carolina or Knoxville, Tennessee are required or authorized to be closed.

“Cash Equivalent Investments” shall mean, (a) direct obligations of the United States Government or any agencies thereof and obligations guaranteed by the United States Government, in each case having remaining terms to maturity of not more than 30 days; and (b) certificates of deposit, time deposits and acceptances, having remaining terms to maturity of not more than 60 days issued by United States banks which have a combined capital and surplus of at least $1,000,000,000 and having an “A” rating or better assigned thereto by Standard & Poor’s Ratings Group, a Division of The McGraw Hill Companies, Inc. or Moody’s Investors Service, Inc.

“Collateral” shall mean all collateral under, and cash received in respect of, the Security Documents.

“Collateral Agent” shall be the party identified as such in the Recitals hereof, and its successors and permitted assigns.

“Commitment” shall mean (a) in respect of the Revolving Credit Facility Agreement, the commitment of the Revolving Credit Facility Lenders to fund borrowing requests by the Company or participate in Revolving Credit Facility Letters of Credit or the Issuing Bank to issue Revolving Credit Facility Letters of Credit, in accordance with the Revolving Credit Facility Agreement and (b) in respect of the Franchise Loan Facility Agreement, the commitment of the Franchise Loan Facility Servicer to fund advances to franchisees designated by the Company or to issue Franchise Loan Facility Letters of Credit in accordance with the Franchise Loan Facility Agreement or of the Franchise Loan Facility Participants to participate in advances to the franchisees or to participate in Franchise Loan Facility Letters of Credit.

“Company Proceeds” shall have the meaning assigned thereto in Section 2.1(c).

“Creditor” shall mean any one of the Noteholders, the Revolving Credit Facility Secured Creditors, the Franchise Loan Facility Secured Creditors, but, in each case, only in such capacity, and any successors and permitted assigns to the interests in the Senior Secured Obligations owing to any such Person in such capacity.

“Default” shall mean any event or condition, the occurrence of which would, with the lapse of time or the giving of notice, or both, constitute an Event of Default.

“Default Notice” shall have the meaning assigned thereto in Section 5.2.

“Enforcement Event” shall mean (a) the commencement of a Bankruptcy Proceeding with respect to the Company or any Subsidiary, (b) the acceleration of the Senior Secured Notes or the obligations under the Revolving Credit Facility Agreement or the Franchise Loan Facility Agreement or (c) the exercise of any remedy by the Collateral Agent against the Company or any Subsidiary with respect to the Collateral.

“Event of Default” shall mean any event or occurrence which would constitute (a) an “Event of Default” under the terms of the Note Agreement, the Revolving Credit Facility Agreement or any Security Document or (b) a “Credit Event” under the terms of the Franchise Loan Facility Agreement.

“Existing Guaranties” shall mean the Guaranty Agreement (as defined in the Note Agreement), the Subsidiary Guaranty Agreement (as defined in the Revolving Credit Facility Agreement) and any Subsidiary Guaranty Agreement (as defined in the Franchise Loan Facility Agreement) as each is in effect on the date hereof and as each may be amended, restated, supplemented, replaced or otherwise modified in accordance with the terms thereof.

“Fee Letter” shall mean the fee letter dated as of the date hereof by and between the Company and the Collateral Agent.

“Financing Documents” means the Franchise Loan Facility Documents, the Revolving Credit Facility Documents and the Senior Note Documents.

“Franchise Loan Facility Agreement” shall have the meaning assigned thereto in the Recital hereof, and shall include such agreement as amended, restated, replaced, supplemented or otherwise modified in accordance with its terms or as refinanced.

“Franchise Loan Facility Agreement Obligations” means the “Guaranteed Obligations” under and as defined in the Franchise Loan Facility Agreement as in effect on the date hereof.

“Franchise Loan Facility Documents” shall mean the Franchise Loan Facility Agreement, the Existing Guaranties in favor of the Franchise Loan Facility Participants and all guaranties, fee letters, mortgages, security agreements, pledge agreements, documents, certificates and instruments relating to, arising out of, or in any way connected therewith or any of the transactions contemplated thereby.

“Franchise Loan Facility Letters of Credit” shall mean all the letters of credit issued under or pursuant to the Franchise Loan Facility Agreement.

“Franchise Loan Facility Participant Exposure” shall mean, as of any date of determination, for any Franchise Loan Facility Participant, the amount of such Franchise Loan Facility Participant’s Participating Commitment; provided that, if (a) a Bankruptcy Proceeding with respect to the Company or any Guarantor has been commenced, (b) any of the Senior Secured Obligations have been accelerated (which acceleration has not been rescinded) or (c) such Franchise Loan Facility Participant has terminated its Commitment, then “Franchise Loan Facility Participant Exposure” shall mean, as of such date of determination, for such Franchise Loan Facility Participant, such Franchise Loan Facility Participant’s Funded Participant’s Interest.

“Franchise Loan Facility Participants” shall mean the financial institutions from time to time party to the Franchise Loan Facility Documents as Participants thereunder and as defined therein and their successors and permitted assigns.

“Franchise Loan Facility Secured Creditors” shall mean the Franchise Loan Facility Servicer and the Franchise Loan Facility Participants.

“Franchise Loan Facility Servicer” shall have the meaning assigned thereto in the Recital hereof and shall include its successors and assigns.

“Funded Participant’s Interest” shall have the meaning assigned thereto in the Franchise Loan Facility Agreement as in effect on the date hereof.

“Guarantor” shall mean any Guarantor under an Existing Guaranty or any other guaranty in respect of indebtedness existing under the Note Agreement, the Revolving Credit Facility Agreement or the Franchise Loan Facility Agreement.

“Hedging Agreements” shall mean the Hedging Agreements under and as defined in the Revolving Credit Facility Agreement.

“Indemnity Share” shall have the meaning assigned thereto in Section 4.6.

“Issuing Bank” is defined in the preamble hereof, and shall include any successor thereof.

“Letter of Credit Collateral Account” shall have the meaning assigned thereto in Section 5.8 hereof.

“Letter of Credit Exposure” shall mean, at any time and without duplication, the sum of (a) the aggregate undrawn portion of all uncancelled and unexpired Letters of Credit and (b) the aggregate unpaid reimbursement obligations of the Company in respect of drawings under any Letter of Credit.

“Letters of Credit” shall mean the collective reference to the Revolving Credit Facility Letters of Credit and the Franchise Loan Facility Letters of Credit.

“Lien” shall mean, with respect to any Person, any mortgage, pledge, security interest, lien (statutory or otherwise), charge, encumbrance, hypothecation, assignment, deposit arrangement, or other arrangement having the practical effect of the foregoing or any preference, priority or other security agreement or preferential arrangement of any kind or nature whatsoever or any interest or title of any vendor, lessor, lender or other secured party to or of such Person under any conditional sale or other title retention agreement or capital lease, upon or with respect to any property or asset of such Person (including in the case of stock, stockholder agreements, voting trust agreements and all similar arrangements).

“Make-Whole Amount” shall have the meaning assigned thereto in the Note Agreement as in effect on the date hereof.

“Majority Creditors” shall mean (a) Noteholders holding at least 51% of the aggregate outstanding principal amount of the indebtedness evidenced by the Senior Secured Notes, (b) Revolving Credit Facility Lenders holding at least 51% of the aggregate amount of the Revolving Credit Facility Lender Exposure of all Revolving Credit Facility Lenders and (c) Franchise Loan Facility Participants holding at least 51% of the aggregate amount of the Franchise Loan Facility Participant Exposure of all Franchise Loan Facility Participants, in each case, voting as a separate class.

“Non-Indemnifying Creditor” shall have the meaning assigned thereto in Section 4.6.

“Note Agreement” shall have the meaning assigned thereto in the Recitals hereof, and shall include such agreement as amended, restated, replaced, supplemented or otherwise modified in accordance with its terms or as refinanced.

“Noteholders” shall mean the parties identified as such in the Recitals hereof, and their successors and permitted assigns.

“Notice of Default” shall mean a notice pursuant to Section 5.2 hereof from the Collateral Agent to the Creditors of the occurrence of an Event of Default.

“Participating Commitment” shall have the meaning assigned thereto in the Franchise Loan Facility Agreement as in effect on the date hereof.

“Person” shall mean an individual, corporation, partnership, limited liability company, trust or unincorporated organization, and a government or agency or political subdivision thereof.

“Requisite Creditors” shall mean (a) the Noteholders holding obligations under the Senior Secured Notes, the approval of which is required to approve any contemplated amendment or modification of, termination or waiver of any provision of or consent to any departure from the terms of this Agreement under the terms of the Note Agreement, (b) the Revolving Credit Facility Creditors the approval of which is required to approve any contemplated amendment or modification of, termination or waiver of any provision of or consent to any departure from the terms of this Agreement under the terms of the Revolving Credit Facility Agreement and (c) the Franchise Loan Facility Creditors the approval of which is required to approve any contemplated amendment or modification of, termination or waiver of any provision of or consent to any departure from the terms of this Agreement under the terms of the Franchise Loan Facility Agreement, in each case, voting as a separate class.

“Returned Amount” shall have the meaning assigned thereto in Section 5.11.

“Revolving Commitment” shall have the meaning assigned thereto in the Revolving Credit Facility Agreement as in effect on the date hereof.

“Revolving Credit Exposure” shall have the meaning assigned thereto in the Revolving Credit Facility Agreement as in effect on the date hereof.

“Revolving Credit Facility Agent” shall have the meaning assigned thereto in the Recitals hereof, and shall include its successors and permitted assigns.

“Revolving Credit Facility Agreement” shall have the meaning assigned thereto in the Recitals hereof, and shall include such agreement as amended, restated, replaced, supplemented or otherwise modified in accordance with its terms or as refinanced.

“Revolving Credit Facility Agreement Obligations” shall mean the “Obligations” under and as defined in the Revolving Credit Facility Agreement as in effect on the date hereof.

“Revolving Credit Facility Documents” shall mean the Revolving Credit Facility Agreement, the Revolving Credit Notes, the Existing Guaranties in favor of the Revolving Credit Facility Lenders and all fee letters, guaranties, mortgages, security agreements, pledge agreements, documents, certificates and instruments relating to, arising out of, or in any way connected therewith or any of the transactions contemplated thereby.

“Revolving Credit Facility Lender Exposure” shall mean, as of any date of determination, for any Revolving Credit Facility Lender, the amount of such Revolving Credit Facility Lender’s Revolving Commitment; provided that, if (a) a Bankruptcy Proceeding with respect to the Company or any Guarantor has been commenced, (b) any of the Senior Secured Obligations have been accelerated (which acceleration has not been rescinded) or (c) such Revolving Credit Facility Lender has terminated its Commitment, then “Revolving Credit Facility Lender Exposure” shall mean, as of such date of determination, for such Revolving Credit Facility Lender, such Revolving Credit Facility Lender’s Revolving Credit Exposure.

“Revolving Credit Facility Lenders” shall mean the financial institutions from time to time party to the Revolving Credit Facility Agreement as Lenders thereunder and as defined therein and their successors and permitted assigns.

“ Revolving Credit Facility Letters of Credit ” shall mean all letters of credit issued under or pursuant to the Revolving Credit Facility Agreement.

“Revolving Credit Facility Secured Creditors” shall mean the Revolving Credit Facility Agent, the Issuing Bank, the Revolving Credit Facility Lenders and such Revolving Credit Facility Lenders and the Affiliates of Revolving Credit Facility Lenders which are parties to any Hedging Agreement with the Company or any Guarantor.

“Revolving Credit Notes” shall mean the “Revolving Credit Notes” under and as defined in the Revolving Credit Facility Agreement as in effect on the date hereof.

“Security” shall have the same meaning as in Section 2(1) of the Securities Act of 1933, as amended.

“Security Documents” shall mean the documents set forth on Exhibit A hereto including the Fee Letter and all other agreements, documents and instruments relating to, arising out of, or in any way connected with any of the foregoing documents or granting to the Collateral Agent Liens to secure the Senior Secured Obligations, whether now or hereafter executed, each as amended or amended and restated in conjunction herewith, or as may be amended, restated, replaced, supplemented or otherwise modified from time to time hereafter in accordance with the terms hereof. Security Documents shall not include the Note Agreement, the Senior Secured Notes, the Subsidiary Guaranty (as defined in the Note Agreement), the Revolving Credit Notes, the Subsidiary Guaranty Agreement (as defined in the Revolving Credit Facility Agreement), any Subsidiary Guaranty Agreement (as defined in the Franchise Loan Facility Agreement), the Revolving Credit Facility Agreement or the Franchise Loan Facility Agreement.

“Senior Note Documents” shall mean the Note Agreement, the Senior Secured Notes, the Existing Guaranties in favor of the Noteholders and all other guaranties, mortgages, security agreements, pledge agreements, documents, certificates and instruments relating to, arising out of, or in any way connected therewith or any of the transactions contemplated thereby.

“Senior Secured Notes” shall have the meaning assigned thereto in the Recitals hereof.

“Senior Secured Obligations” shall mean collectively (a) the indebtedness, obligations and liabilities of the Company and its Affiliates (including, without limitation, the Guarantors) to the Noteholders under the Senior Note Documents (including, but not limited to, all unpaid principal of, Make-Whole Amount, if any, and accrued and unpaid interest on the Senior Secured Notes), (b) the indebtedness, obligations and liabilities of the Company and its Affiliates (including, without limitation, the Guarantors) to the Revolving Credit Facility Secured Creditors under the Revolving Credit Facility Documents (including, but not limited to, all amounts owed in respect of Hedging Agreements of the Company or its Affiliates owing to a Revolving Credit Facility Secured Creditor or any of its Affiliates) and any other Revolving Credit Facility Agreement Obligation and (c) the indebtedness, obligations and liabilities of the Company and its Affiliates (including, without limitation, the Guarantors) to the Franchise Loan Facility

Secured Creditors under the Franchise Loan Facility Documents and any other Franchise Loan Facility Agreement Obligation, in each case whether now existing or hereafter arising, joint or several, direct or indirect, absolute or contingent, due or to become due, matured or unmatured, liquidated or unliquidated, arising by contract, operation of law or otherwise, and all obligations of the Company and their Affiliates to the Creditors arising out of any extension, refinancing or refunding of any of the foregoing obligations.

“Subsidiary” shall mean, as to any Person, any corporation, association or other business entity in which at least a majority of the outstanding voting securities shall be beneficially owned, directly or indirectly, by such Person. Unless the context otherwise clearly requires, any reference to a “Subsidiary” is a reference to a Subsidiary of the Company.

Section 1.2.       Effectiveness of this Agreement. The effectiveness of this Agreement is conditioned upon the execution and delivery of (a) this Agreement by the Collateral Agent, the Noteholders, the Revolving Credit Facility Agent and the Franchise Loan Facility Servicer, (b) the Note Agreement by each of the parties thereto and the Senior Secured Notes by the Company, (c) the Second Amendment to Revolving Credit Facility Agreement by each of the parties thereto, (d) the Fourth Amendment to the Franchise Loan Facility Agreement by each of the parties thereto and (e) the Security Documents by each of the parties thereto that are necessary for such agreements to be legally effective.

(a)       The equal and ratable sharing of Collateral by the Creditors as provided for by this Agreement shall not be altered or otherwise affected by any amendment, modification, supplement, extension, renewal, restatement or refinancing of any of the Note Agreement, the Revolving Credit Facility Agreement, the Franchise Loan Facility Agreement or the institution of any Bankruptcy Proceeding unless expressly agreed to in writing by the Requisite Creditors.

(b)       Notwithstanding the order or time of attachment of, or the order, time, or manner of perfection or the order or time of filing or recordation of any document or instrument, or other method of perfecting any Lien which may have heretofore been, or may hereafter be, granted to, or created in favor of, any Creditor (in its capacity as such) in any property or assets included or intended to be included in the Collateral, and notwithstanding any conflicting terms or conditions which may be contained in any Financing Document or Security Document and notwithstanding any provision of the Uniform Commercial Code (as in effect in any applicable jurisdiction) or other applicable law, the Collateral Agent shall have a senior priority lien on and security interest in the Collateral. No Creditor (in its capacity as such) shall have apart from its interest as provided herein and in the Security Documents, (i) any Lien on or security interest in the property and assets included in the Collateral or (ii) any Lien on or security interest in any other property or assets of the Company or any Subsidiary, and, notwithstanding the foregoing, to the extent any Creditor acquires any such Liens or security interests, such Creditor shall be deemed to (and by its acceptance of this Agreement agrees to) hold

those Liens and security interests for the ratable benefit of all Creditors and such property or assets shall be deemed a part of the Collateral.

(c)       All proceeds received by the Collateral Agent or any Creditor upon the sale, exchange, collection, foreclosure, or other disposition of or realization upon all or any part of the Collateral, in each case pursuant to the exercise of remedies under any Financing Document or any Security Document, or upon any collection or enforcement under any guaranty of the Senior Secured Obligations in connection with, or during the existence of, an Enforcement Event (together, the “Company Proceeds” ), which term shall include, without limitation, (i) the proceeds of any liquidation, foreclosure sale, enforcement of any Lien, or other realization upon any Collateral or of any collection or enforcement under any guaranty of the Senior Secured Obligations, together with any other sums thereafter received by any Creditor or the Collateral Agent as part of the Collateral (including, without limitation, all amounts received by the Collateral Agent or any Creditor pursuant to the exercise by it of any right of set off in respect of the Senior Secured Obligations held by it) and (ii) the proceeds of any distributions of Collateral received by any Creditor or the Collateral Agent in respect of any amounts owing to it under any of the Financing Documents following any marshaling of the assets of the Company (whether in bankruptcy, reorganization, winding up proceedings or similar proceedings, or otherwise), or following confirmation of any plan of arrangement or plan of reorganization of Company or any guarantor, shall be distributed among the Creditors and the Collateral Agent as set forth in Section 5.8.

Section 2.2.       Restrictions on Actions. Each Creditor agrees that, so long as any Senior Secured Obligations are outstanding, the provisions of this Agreement shall provide the exclusive method by which any Creditor may exercise rights and remedies under the Security Documents. Therefore, each Creditor shall, for the mutual benefit of all Creditors, except as permitted under this Agreement:

(a)       refrain from taking or filing any action, judicial or otherwise, to enforce any rights or pursue any remedy under the Security Documents, except for delivering notices hereunder;

(b)       refrain from (1) selling any Senior Secured Obligations to the Company or any Affiliate of the Company or (2) accepting any guaranty of, or any other security for, the Senior Secured Obligations from the Company or any Affiliate of the Company, except (i) the Existing Guaranties, (ii) any guaranties required by Section 9.6 of the Note Purchase Agreement or Sections 5.10, 5.11 or 5.13 of the Revolving Credit Facility Agreement or Sections 6.9, 6.10 or 6.10B of the Franchise Loan Facility Agreement and (iii) any other guaranty or security granted to the Collateral Agent for the benefit of all Creditors; and

(c)       refrain from exercising any rights or remedies under the Security Documents which have or may have arisen or which may arise as a result of a Default or Event of Default;

provided, however, that nothing contained in subsections (a) through (c) above, shall prevent any Creditor from exercising any remedy under its documents that does not exercise a right under the Security Document or constitute a demand for payment under the Existing Guaranties (or any other guaranty permitted by Section 2.2(b)). For the avoidance of doubt, the Creditors agree that none of the following shall be restricted by the provisions of this Agreement: (i) imposing a default rate of interest in accordance with the Note Agreement, the Revolving Credit Facility Agreement or the Franchise Loan Facility Agreement, as applicable, (ii) ceasing to honor requests for credit extensions of any kind including the issuance, extension or increase of Letters of Credit, (iii) ceasing to continue or make Eurodollar Loans under and as defined in the Revolving Credit Facility Agreement or ceasing to continue or make Adjusted LIBO Rate Loans under and as defined in the Franchise Loan Facility Agreement, (iv) raising any defenses in any action in which it has been made a party defendant or has been joined as a third party, except that the Collateral Agent may direct and control any defense directly relating solely to the Collateral or any one or more of the Security Documents but not relating to any Creditor, which shall be governed by the provisions of this