JUNIOR INTERCREDITOR AGREEMENT

Exhibit 99.14

Execution Version

JUNIOR LIENS INTERCREDITOR AGREEMENT

               This JUNIOR LIENS INTERCREDITOR AGREEMENT (this “Agreement”), dated as of October 1, 2007 and effective as of the Effective Date (as defined below), is made by and between Harbinger Capital Partners Master Fund I, LTD., a Cayman Islands corporation, as agent under and pursuant to the Senior Secured Credit Agreement (as herein defined) (in such capacity together with its successors and assigns the “Senior Lien Agent”), on the one hand, and THE BANK OF NEW YORK, a national banking association, as agent under and pursuant to the Junior Lien Credit Agreement (as hereinafter defined) (in such capacity, together with its successors and assigns, the “Junior Lien Agent”), on the other hand, and is acknowledged by Salton, Inc., a Delaware corporation (“Parent”), each of Parent’s Subsidiaries identified on the signature pages of the Senior Secured Credit Agreement or otherwise made a party thereto, as Borrowers (collectively with Parent, the “Borrowers”) and each of Parent’s Subsidiaries identified on the signature pages of the Senior Secured Credit Agreement, or otherwise made a party thereto, as Guarantors (collectively, the “Guarantors”):

               WHEREAS, the Borrowers, Guarantors, the Senior Lien Agent, and the lenders party thereto (such lenders, and as further defined in Section 1, below, the “Senior Lien Lenders”) have entered into a Reimbursement and Senior Secured Credit Agreement dated as of October 1, 2007 (such agreement as in effect on such date, and as further defined in Section 1, below, the “Senior Secured Credit Agreement”) pursuant to which such lenders have agreed, upon the terms and conditions stated therein, to provide a letter of credit to secure certain obligations of the Borrowers and to make certain loans to the Borrowers. The repayment of the Obligations (as that term is defined in the Senior Secured Credit Agreement) is secured by security interests in and liens on substantially all of the assets of the Borrowers and the Guarantors pursuant to certain collateral documents in favor of the Senior Lien Agent, (such documents, and as further defined in Section 1, below, the “Senior Lien Loan Documents”).

               WHEREAS, Parent, the Borrowers, the Guarantors, the Junior Lien Agent, and the lenders party thereto (the “Junior Lien Lenders”) have entered into a Credit Agreement dated as of August 26, 2005 (such agreement as in effect on the date hereof, the “Junior Lien Credit Agreement”) pursuant to which such lenders have agreed, upon the terms and conditions stated therein, to make loans and advances to the Borrowers up to the principal amount of $110,000,000 at any time outstanding. The repayment of the Obligations (as that term is defined in the Junior Lien Credit Agreement) is secured by security interests in and liens on substantially all of the assets of the Borrowers and the Guarantors pursuant to certain collateral documents in favor of the Junior Lien Agent, which documents, together with the other collateral and loan documents executed and delivered in connection with the Junior Lien Credit Agreement, each as in effect on the date hereof, are referred to herein as the “Junior Lien Loan Documents”; and

               WHEREAS, the Senior Lien Agent and the Junior Lien Agent hereby acknowledge that, pursuant to that certain Amended and Restated Intercreditor Agreement of even date herewith (the “Intercreditor Agreement”) among the Senior Lien Agent, the Junior Lien Agent, Silver Point Financial, LLC, a Delaware limited liability company, as the co-agent, syndication agent, and documentation agent under and pursuant to the First Lien Credit Agreement (as hereinafter defined) (in such capacity, together with its successors and assigns, the “First Lien Co-Agent”), and Wells Fargo Foothill, Inc., a California corporation, as administrative agent and collateral agent under and pursuant to the First Lien Credit Agreement (in such capacity, together with its successors and assigns the “First Lien Agent”), that any security interest in or lien on any assets of the Borrowers and the Guarantors held by the Senior Lien Agent, any Senior Lien Lender, the Junior Lien Agent and any Junior Lien Lender is expressly subject to the rights the First Lien Agent and the First Lien Co-Agent, for and on behalf of themselves and the First Lien Lenders (as defined in the Intercreditor Agreement);

               WHEREAS, the Senior Lien Agent, for and on behalf of itself and the Senior Lien Lenders, and the Junior Lien Agent, for and on behalf of itself and the Junior Lien Lenders, wish to enter into this Agreement to establish their respective rights and priorities in the Collateral.

               NOW, THEREFORE, for valuable consideration, the receipt and adequacy of which is hereby acknowledged, the Senior Lien Agent and the Junior Lien Agent hereby agree, effective as of and only from and after the Effective Date, as follows:

          1. Definitions; Rules of Construction.

     a. Other Definitions. As used in this Agreement, the following terms shall have the following meanings:

               “Adequate Protection Lien” has the meaning set forth in Section 5.d.

               “Agreement” means this Agreement as it may be amended, modified or supplemented from time to time.

               “Application of Proceeds Blockage Event” has the meaning set forth in Section 4.a.

               “Application of Proceeds Blockage Period” has the meaning set forth in Section 4.a.

               “Bankruptcy Code” shall mean title 11 of the United States Code, as in effect from time to time.

               “Capital Stock” means (a) in the case of a corporation, corporate stock, (b) in the case of an association or business entity, any and all shares, interests, participations, rights or other equivalents (however designated) of corporate stock, (c) in the case of a partnership or limited liability company, partnership or membership interests (whether general or limited) and (d) any other interest or participation that confers on a Person the right to receive a share of the profits and losses of, or distributions of property of, the issuing Person.

               “Cash Collateral” means any Collateral consisting of money or cash equivalents, any security entitlement (as defined in the UCC) and any financial assets (as defined in the UCC).

               “Collateral” means all assets and properties upon which either First Lien Agent or First Lien Co-Agent, on the one hand, or the Senior Lien Agent of the Junior Lien Agent, on the other hand, now has or hereafter acquires a Lien, whether now owned or hereafter acquired by the Borrowers, any Guarantor or any other Person, together with all rents, issues, profits, products, and Proceeds thereof..

               “Control Collateral” means any Collateral consisting of a certificated security (as defined in the UCC), investment property (as defined in the UCC), any other equity interests, partnership interests, or membership interests in any entity, company, or partnership, a deposit account (as defined in the UCC) and any other Collateral as to which a Lien may be perfected through physical possession or control by the secured party or any agent therefor.

               “DIP Financing” has the meaning set forth in Section 5.d.

               “Discharge of Senior Lien Indebtedness” means payment in full in cash (or in the case of letters of credit, the cash collateralization as required by the Senior Lien Loan Documents) of the Senior

Lien Loan Documents) of the Senior Lien Indebtedness (other than Senior Lien Indebtedness consisting solely of contingent indemnification obligations under the Senior Lien Loan Documents for which no claim has been asserted in writing) after or concurrently with termination of all commitments to extend credit under any Senior Secured Credit Agreement.

               “Discharge of Junior Lien Indebtedness” means payment in full in cash of the Junior Lien Indebtedness (other than Junior Lien Indebtedness consisting solely of contingent indemnification obligations under the Junior Lien Loan Documents for which no claim has been asserted in writing) after or concurrently with termination of all commitments to extend credit under any Junior Lien Credit Agreement.

               “Effective Date” means the date on which the initial purchase of all or any portion of the Stretch Loan (as defined in the Loan Purchase Agreement dated as of the date hereof among the Senior Lien Lenders and certain of the lenders party to the First Lien Credit Agreement) is consummated pursuant to the “Stretch Loan Put Notice” as defined in such agreement.

               “Equity Interests” means Capital Stock and all warrants, options, or other rights to acquire Capital Stock (but excluding any debt security that is convertible into, or exchangeable for, Capital Stock).

               “Event of Default” means “Event of Default” as defined in the Senior Secured Credit Agreement and/or “Event of Default” as defined in the Junior Lien Credit Agreement.

               “Exercise Any Secured Creditor Remedies” or “Exercise of 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 Senior Lien Loan Documents, the Junior Lien Loan Documents, applicable law, in an Insolvency Proceeding or otherwise, including the election to retain 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, (e) the solicitation of bids from third parties to conduct the liquidation of all or a material portion of Collateral to the extent undertaken and being diligently pursued in good faith to consummate the sale of such Collateral within a commercially reasonable time, (f) the engagement or retention of sales brokers, marketing agents, investment bankers, accountants, appraisers, auctioneers or other third parties for the purposes of valuing, marketing, promoting and selling the Collateral to the extent undertaken and being diligently pursued in good faith to consummate the sale of such Collateral within a commercially reasonable time, and (g) the exercise of any other enforcement right relating to the Collateral (including the exercise of any voting rights relating to any Capital Stock and including any right of recoupment or set-off) whether under the Senior Lien Loan Documents, the Junior Lien Loan Documents, applicable law, in an Insolvency Proceeding or otherwise.

               “First Lien Credit Agreement” means that certain Amended and Restated Credit Agreement, originally dated as of May 9, 2003, as amended and restated and further amended, currently by and among the Parent, each of the Parent’s subsidiaries identified on the signature pages thereof as Borrowers, the First Lien Agent, the First Lien Co-Agent, and the lenders thereto.

               “First Lien Loans” means, collectively, all loans and advances provided for in the First Lien Credit Agreement.

               “Forced Obligor Sale” has the meaning set forth in Section 2.c(2).

               “Insolvency Proceeding” means any proceeding commenced by or against any Person under any provision of the Bankruptcy Code or under any other state, federal or foreign bankruptcy or insolvency law, assignments for the benefit of creditors, formal or informal moratoria, compositions, extensions generally with creditors, or proceedings seeking reorganization, arrangement, or other similar relief.

               “Junior Lien Agent” means the Junior Lien Agent, together with its successors, assigns and transferees under any Junior Lien Credit Agreement.

               “Junior Lien Credit Agreement” means the Junior Lien Credit Agreement as amended, restated, modified, renewed, refunded, replaced, or refinanced in whole or in part from time to time, and any other agreement extending the maturity of, consolidating, otherwise restructuring (including adding Subsidiaries or affiliates of any Obligor or any other Persons as parties thereto), renewing, replacing or refinancing all or any portion of the Obligations or Commitments as those terms are defined in the Junior Lien Credit Agreement or all or any portion of the amounts owed under any other agreement that itself is a Junior Lien Credit Agreement hereunder and whether by the same or any other agent, lender, or group of lenders and whether or not increasing the amount of Junior Lien Indebtedness that may be incurred thereunder, in each case, to the extent that any such amendment, restatement, modification, renewal, refunding, replacement, or refinancing is permitted under this Agreement.

               “Junior Lien Indebtedness” means all obligations and all other amounts owing, due or secured under the terms of the Junior Lien Credit Agreement or any other Junior Lien Loan Document, including any and all amounts payable to Junior Lien Agent or to any Junior Lien Lender, all principal, premium, interest, fees, attorneys fees, costs, charges, expenses, reimbursement obligations, any obligation to post cash collateral in respect of letters of credit or indemnities in respect thereof, indemnities, guarantees, any prepayment or early termination premium, and all other amounts payable under any Junior Lien Loan Document or in respect thereof (including, in each case, all amounts accruing on or after the commencement of any Insolvency Proceeding relating to any Obligor, or that would have accrued or become due under the terms of the Junior Lien Loan Documents but for the effect of the Insolvency Proceeding or other applicable law, and irrespective of whether a claim for all or any portion of such amounts is allowable or allowed in such Insolvency Proceeding).

               “Junior Lien Lenders” means the Junior Lien Lenders, together with the lenders under any Junior Lien Credit Agreement or Junior Lien Loan Documents.

               “Junior Lien Loan Documents” means the Junior Lien Credit Agreement and the other Loan Documents (as such term is defined in the Junior Lien Credit Agreement), or any other security, collateral, ancillary or other document entered into in connection with or related to any agreement that is a Junior Lien Credit Agreement, as such documents may be amended, restated, modified, renewed, refunded, replaced, or refinanced in whole or in part from time to time in accordance with this Agreement.

               “Lender” means a Senior Lien Lender and/or a Junior Lien Lender, as the context may require.

               “Lien” means any interest in an asset securing an obligation owed to, or a claim by, any Person other than the owner of the asset, irrespective of whether (a) such interest is based on the common law, statute, or contract, (b) such interest is recorded or perfected, and (c) such interest is contingent upon the occurrence of some future event or events or the existence of some future circumstance or circumstances. Without limiting the generality of the foregoing, the term “Lien” includes the lien or security interest arising from a mortgage, deed of trust, encumbrance, pledge, hypothecation, assignment, deposit arrangement, security agreement, conditional sale or trust receipt, or from a lease, consignment, or bailment for security purposes and also includes reservations, exceptions, encroachments, easements, rights-of-way, covenants, conditions, restrictions, leases, and other title exceptions and encumbrances affecting real property.

               “Notice of Intent to Exercise” means a written notice from or on behalf of Junior Lien Agent to Senior Lien Agent (a) stating that Junior Lien Agent intends to Exercise Secured Creditor Remedies, (b) stating that it is a “Notice of Intent to Exercise Secured Creditor Remedies” and (c) describing the Event(s) of Default under the Junior Lien Credit Agreement that is(are) the basis for delivering such notice.

               “Obligor” means the Borrowers, each Guarantor and any other Person that now or hereafter is, or whose assets now or hereafter are, liable for all or any portion of the Senior Lien Indebtedness or the Junior Lien Indebtedness, as applicable.

               “Payment Collateral” means all accounts, instruments, chattel paper, letters of credit, deposit accounts, securities accounts, and payment intangibles, together with all supporting obligations (as those terms are defined in the UCC), in each case composing a portion of the Collateral.

               “Permitted Application of Proceeds of Collateral” has the meaning set forth in Section 3.

               “Permitted Replacement Lien” has the meaning set forth in Section 5.i.

               “Person” means any natural person, corporation, limited liability company, limited partnership, general partnership, limited liability partnership, joint venture, trust, land trust, business trust, or other organization, irrespective of whether such organization is a legal entity, and shall include a government and any agency or political subdivision thereof.

               “Proceeds” means (a) all “proceeds” as defined in Article 9 of the UCC with respect to the Collateral, and (b) whatever is recoverable or recovered when Collateral is sold, exchanged, collected, or disposed of, whether voluntarily or involuntarily.

               “Purchase Notice” has the meaning set forth in Section 10.a.

               “Recovery” has the meaning set forth in Section 5.c.

               “Reorganization Debt Securities” has the meaning set forth in Section 5.a.

               “Senior Lien Agent” means the Senior Lien Agent, together with its successors, assigns and transferees under any Senior Secured Credit Agreement.

               “Senior Lien Amount” means $125,000,000.

               “Senior Lien Default” means any Event of Default under the Senior Secured Credit Agreement.

               “Senior Lien Indebtedness” means all obligations and all other amounts owing, due or secured under the terms of the Senior Secured Credit Agreement or any other Senior Lien Loan Document, including any and all amounts payable to any Senior Lien Lender, all principal, premium, interest, fees, attorneys fees, costs, charges, expenses, reimbursement obligations, any obligation to post cash collateral in respect of letters of credit or indemnities in respect thereof, indemnities, guarantees, the Make-Whole Amount and all other amounts payable under any Senior Lien Loan Document or in respect thereof (including, in each case, all amounts accruing on or after the commencement of any Insolvency Proceeding relating to any Obligor, or that would have accrued or become due under the terms of the Senior Lien Loan Documents but for the effect of the Insolvency Proceeding or other applicable law, and irrespective of whether a claim for all or any portion of such amounts is allowable or allowed in such Insolvency Proceeding).

               “Senior Lien Lender Sale” has the meaning set forth in Section 2.c(1).

               “Senior Lien Lenders” means the Senior Lien Lenders, together with the lenders under any Senior Secured Credit Agreement or Senior Lien Loan Documents.

               “Senior Lien Loan Documents” means the Senior Secured Credit Agreement and the other Loan Documents (as such term is defined in the Senior Secured Credit Agreement), or any other security, collateral, ancillary or other document entered into in connection with or related to any agreement that is a Senior Secured Credit Agreement, as such documents may be amended, restated, modified, renewed, refunded, replaced, or refinanced in whole or in part from time to time, in accordance with this Agreement.

               “Senior Lien Modification” has the meaning set forth in Section 6.a.

               “Senior Secured Credit Agreement” means the Senior Secured Credit Agreement as amended, restated, modified, renewed, refunded, replaced, or refinanced in whole or in part from time to time, and any other agreement extending the maturity of, consolidating, otherwise restructuring (including adding Subsidiaries or affiliates of any Obligor or any other Persons as parties thereto), renewing, replacing or refinancing all or any portion of the Obligations or Commitments as those terms are defined in the Senior Secured Credit Agreement or all or any portion of the amounts owed under any other agreement that itself is a Senior Secured Credit Agreement hereunder and whether by the same or any other agent, lender, or group of lenders and whether or not increasing the amount of Senior Lien Indebtedness that may be incurred thereunder, in each case, to the extent that any such amendment, restatement, modification, renewal, refunding, replacement, or refinancing is permitted under this Agreement.

               “Standstill Notice” means a written notice from Senior Lien Agent to Junior Lien Agent stating that a Senior Lien Default has occurred and is continuing and stating that it is a “Standstill Notice”.

               “Standstill Period” means the period beginning on the date that a Standstill Notice is received by Junior Lien Agent through and including the first to occur of (a) the date upon which the Discharge of Senior Lien Indebtedness shall have occurred, (b) the date upon which Senior Lien Agent shall have waived or acknowledged in writing the termination of the Senior Lien Default that gave rise to

such Standstill Period, or (c) the date that is 270 days after the receipt of such Standstill Notice by Junior Lien Agent.

               “Trigger Event” has the meaning set forth in Section 10.a.

               “Trigger Notice” has the meaning set forth in Section 10.a.

               “UCC” means the Uniform Commercial Code as enacted and in effect from time to time in the State of New York; provided, however, that in the event that, by reason of mandatory provisions of law, any or all of the attachment, perfection, priority, or remedies with respect to Agent’s Lien on any Collateral is governed by the Uniform Commercial Code as enacted and in effect in a jurisdiction other than the State of New York, the term “UCC” shall mean the Uniform Commercial Code as enacted and in effect in such other jurisdiction solely for purposes of the provisions thereof relating to such attachment, perfection, priority, or remedies.

     b. Terms Defined in the Senior Secured Credit Agreement. Unless otherwise defined in this Agreement, any and all initially capitalized terms set forth in this Agreement shall have the meaning ascribed thereto in the Senior Secured Credit Agreement.

     c. Rules of Construction. Unless the context of this Agreement clearly requires otherwise, references to the plural include the singular, references to the singular include the plural, the term “including” is not limiting, and the term “or” has, except where otherwise indicated, the inclusive meaning represented by the phrase “and/or.” The words “hereof,” “herein,” “hereby,” “hereunder,” and similar terms in this Agreement refer to this Agreement as a whole and not to any particular provision of this Agreement. Article, section, subsection, clause, schedule, and exhibit references herein are to this Agreement unless otherwise specified. Any reference herein to any Person shall be construed to include such Person’s successors and assigns.

          2. Subordination and Standstill.

     a. Lien Subordination. Notwithstanding (i) the date, time, method, manner or order of grant, attachment, or perfection of any Liens granted to Senior Lien Agent (or any Senior Lien Lender) or Junior Lien Agent (or any Junior Lien Lender) in respect of all or any portion of the Collateral, (ii) the order or time of filing or recordation of any document or instrument for perfecting the Liens in favor of Senior Lien Agent (or any Senior Lien Lender) or Junior Lien Agent (or any Junior Lien Lender) in any Collateral, (iii) any provision of the UCC, any other applicable law, any of the Senior Lien Loan Documents or the Junior Lien Loan Documents, (iv) irrespective of whether the Liens securing the Senior Lien Loan Documents are valid, perfected, enforceable, void, avoidable, subordinated, disputed or allowed, or (v) any other circumstance whatsoever, the Senior Lien Agent , on behalf of itself and the Senior Lien Lenders, and Junior Lien Agent, on behalf of itself and the Junior Lien Lenders, hereby agree that:

               (1) any Lien in respect of all or any portion of the Collateral now or hereafter held by or on behalf of Junior Lien Agent or any Junior Lien Lender that secures all or any portion of the Junior Lien Indebtedness, shall in all respects be junior and subordinate to all Liens granted to Senior Lien Agent and the Senior Lien Lenders in the Collateral to secure all or any portion of the Senior Lien Indebtedness, and

               (2) any Lien in respect of all or any portion of the Collateral now or hereafter held by or on behalf of Senior Lien Agent or any Senior Lien Lender that secures all or any portion of the Senior

Lien Indebtedness shall in all respects be senior and prior to all Liens granted to Junior Lien Agent and the Junior Lien Lenders in the Collateral to secure all or any portion of the Junior Lien Indebtedness.

     b. Remedies Standstill. At any time that a Standstill Period is in effect, Junior Lien Agent and Junior Lien Lenders shall not, without the prior written consent of the Senior Lien Agent (acting upon the direction of the requisite Senior Lien Lenders),

               (1) commence, prosecute, or participate in any lawsuit, action, or proceeding, whether private, judicial, equitable, administrative or otherwise (including any Insolvency Proceeding against any Obligor or any Obligor’s assets) to the extent that any such action could reasonably be expected, in any material respect, to restrain, hinder, limit, delay for any material period or otherwise interfere with the Exercise of Secured Creditor Remedies by Senior Lien Agent or Senior Lien Lenders; provided that (A) to the extent that commencing, prosecuting, or participating in any such lawsuit, action, or proceeding could not reasonably be expected, in any material respect, to restrain, hinder, limit, delay for any material period or otherwise interfere with the Exercise of Secured Creditor Remedies by Senior Lien Agent or Senior Lien Lenders and Junior Lien Agent does, in fact, commence, prosecute, or participate in any such lawsuit, action, or proceeding, then Junior Lien Agent shall give Senior Lien Agent prompt written notice of any such action, and (B) as more fully set forth in Section 5, Junior Lien Agent and the Junior Lien Lenders may file, prosecute and defend a proof of claim (such proof of claim to indicate the subordination set forth herein) in any Insolvency Proceeding involving any Obligor,

               (2) Exercise Any Secured Creditor Remedies,

               (3) send any notice to or otherwise seek to obtain payment directly from any account debtor of any Obligor, sue for an attachment, an injunction to enjoin any Exercise of Secured Creditor Remedies by Senior Lien Agent or Senior Lien Lenders, a keeper, a receiver or any other similar legal or equitable remedy, exercise any rights of set off or recoupment as against any Obligor, or

               (4) commence or cause to be commenced or join with any creditor in commencing any Insolvency Proceeding against any Obligor or any Obligor’s assets.

               Notwithstanding any other provision hereof, (i) Junior Lien Agent and Junior Lien Lenders may not Exercise Any Secured Creditor Remedies with respect to any Payment Collateral at any time unless and until the Discharge of Senior Lien Indebtedness shall have occurred; (ii) Junior Lien Agent may not exercise any of the remedies described in clauses (1) through (4) above (other than filing, prosecuting or defending a proof of claim permitted under such clause (4)) so long as (A) Senior Lien Agent at such time has commenced and diligently is pursuing in good faith any Exercise of Secured Creditor Remedies with respect to all or a material portion of the Collateral or (B) Senior Lien Agent and Junior Lien Agent are enjoined from the Exercise of Secured Creditor Remedies, in each case, unless and until the Discharge of Senior Lien Indebtedness shall have occurred; and (iii) Junior Lien Agent may not exercise any of the remedies described in clauses (1) through (4) above without first providing Senior Lien Agent at least 10 days prior written notice in the form of a Notice of Intent to Exercise (it being understood that (x) notwithstanding anything to the contrary contained herein, such Notice of Intent to Exercise may only be delivered by Junior Lien Agent if there is an Event of Default under Section 9.1(a), Section 9.1(c) (solely with respect to a default under Section 7.23 of the Junior Lien Credit Agreement), or Section 9.1(d) (solely with respect to a default in the payment when due of interest or principal on the Senior Notes under the Indentures) of the Junior Lien Credit Agreement; and (y) if Senior Lien Agent does not deliver a Standstill Notice to Junior Lien Agent by the end of such 10 day period, Junior Lien Agent may proceed with the exercise of such remedies, and if Junior Lien Agent elects to exercise such remedies, Senior Lien Agent may not exercise any of the remedies of the type described in clauses (1)

through (4) above so long as Junior Lien Agent at such time has commenced and diligently is pursuing in good faith any Exercise of Secured Creditor Remedies with respect to all or a material portion of the Collateral, unless and until the Discharge of Junior Lien Indebtedness shall have occurred); provided, that Junior Lien Agent shall not be required to provide a Notice of Intent to Exercise to Senior Lien Agent in connection with a permitted Exercise of Secured Creditor Remedies upon the termination of any Standstill Period.

     c. Limitation on Standstill Periods. Subject to clause (ii) in the last paragraph of Section 2.b, in no event shall a Standstill Period extend beyond 270 days from the date of receipt by Junior Lien Agent from Senior Lien Agent of a Standstill Notice initiating such Standstill Period. Any number of notices of a Senior Lien Default may be given during a Standstill Period, but no such notice shall extend such Standstill Period. Only 2 Standstill Periods may be commenced within any 360 day period, and no subsequent Standstill Period may be commenced within 60 days after the termination of the immediately preceding Standstill Period. No Senior Lien Default that existed or was continuing on the date of the commencement of any Standstill Period and that was known to Senior Lien Agent or any Senior Lien Lender will be, or can be, made the basis for the commencement of a second Standstill Period, whether or not within a period of 360 consecutive days, unless such Senior Lien Default has been cured or waived for a period of not less than 60 consecutive days.

     d. Release of Liens.

               (1) In the event of any private or public sale or other disposition of all or any portion of the Collateral by Senior Lien Agent after the occurrence and during the continuance of a Senior Lien Default (and prior to the date upon which the Discharge of Senior Lien Indebtedness shall have occurred) in connection with the liquidation by Senior Lien Agent of all or any material portion of the Collateral and the collection by Senior Lien Agent of the Senior Lien Indebtedness through the sale or other disposition of such Collateral (whether prior to or after the occurrence of an Insolvency Proceeding) (any such sale or other disposition, a “Senior Lien Lender Sale”), then Junior Lien Agent, on behalf of itself and the Junior Lien Lenders, agrees that such Senior Lien Lender Sale will be free and clear of the Liens securing the Junior Lien Indebtedness (and, if the Senior Lien Lender Sale includes Equity Interests in any Obligor, Junior Lien Agent, on behalf of itself and the Junior Lien Lenders, further agrees to release the entities whose Equity Interests are sold from all Junior Lien Indebtedness); provided that (x) Senior Lien Agent and the Senior Lien Lenders also release their Liens on such Collateral (and, if the Senior Lien Lender Sale includes Equity Interests in any Obligor, the entities whose Equity Interests are sold from all Senior Lien Indebtedness), (y) the Proceeds of any such Senior Lien Lender Sale are applied in accordance with Section 9, and (z) Senior Lien Agent shall have conducted such Senior Lien Lender Sale in a commercially reasonable manner and in accordance with the UCC.

               (2) In the event of any private or public sale or other disposition of all or substantially all of the Collateral by any Obligor with the consent of Senior Lien Agent after the occurrence and during the continuance of a Senior Lien Default (and prior to the date upon which the Discharge of Senior Lien Indebtedness shall have occurred), which sale or other disposition is conducted by such Obligor with the consent of Senior Lien Agent (any such sale or other disposition, a “Forced Obligor Sale”), then Junior Lien Agent, on behalf of itself and the Junior Lien Lenders, agrees that such Forced Obligor Sale will be free and clear of the Liens securing the Junior Lien Indebtedness (and, if the Forced Obligor Sale includes Equity Interests in any Obligor, Junior Lien Agent, on behalf of itself and the Junior Lien Lenders, further agrees to release the entities whose Equity Interests are sold from all Junior Lien Indebtedness); provided that (x) Senior Lien Agent and the Senior Lien Lenders also release their Liens on such Collateral (and, if the Forced Obligor Sale includes Equity Interests in any Obligor, the entities whose Equity Interests are sold from all Senior Lien Indebtedness), (y) the Proceeds of any such Forced Obligor Sale are applied in

accordance with Section 9 (as if it were Proceeds received in connection with any Exercise of Secured Creditor Remedies), and (z) the Obligor conducting such Forced Obligor Sale shall have conducted such Forced Obligor Sale in a commercially reasonable manner as if such Forced Obligor Sale were being conducted by a secured creditor in accordance with the UCC.

               (3) Junior Lien Agent agrees that, in connection with any Senior Lien Lender Sale or Forced Obligor Sale, upon the prior written request of Senior Lien Agent (which request shall specify the proposed terms of the sale and the type and amount of consideration to be received in connection therewith), it will execute and/or file any and all Lien releases or other documents reasonably requested by Senior Lien Agent in connection therewith (copies of which are provided to Junior Lien Agent) without recourse, representation or warranty and at the sole expense of the Obligors; provided, that (w) in the case of a Senior Lien Lender Sale, no such release documents shall be delivered to any Obligor, (x) in the case of a Forced Obligor Sale, no such release documents shall be delivered to any Obligor unless Senior Lien Agent has delivered its release documents to such Obligor, (y) no such release documents shall be delivered to Junior Lien Agent for execution more than 5 days prior to the anticipated closing date of such sale or disposition, and (z) the effectiveness of any such release or termination by Junior Lien Agent shall be subject to the sale or other disposition of the Collateral described in such request and on the terms described in such request or on substantially similar terms and shall lapse in the event such sale or other disposition does not occur within 10 days of the anticipated closing date (at which time Senior Lien Agent or the Obligors, as the case may be, shall promptly return all release documents to Junior Lien Agent). Subject to the proviso in the immediately preceding sentence, in the event that Junior Lien Agent fails to so execute or file any such Lien releases or other documents within 5 Business Days after receipt of written request from Senior Lien Agent, the Senior Lien Agent is hereby irrevocably authorized to execute and/or file such Lien releases and other documents (provided that such Lien releases and other documents shall not be filed or recorded except substantially contemporaneous with such sale or disposition or until such sale or disposition has been consummated).

     e. Waiver of Right to Contest Senior Lien Indebtedness. Junior Lien Agent agrees that it and the Junior Lien Lenders shall not, and hereby waives any right to, take any action to contest or challenge (or assist or support any other Person in contesting or challenging), directly or indirectly, whether or not in any proceeding (including in any Insolvency Proceeding), the validity, priority, enforceability, or perfection of the Liens of Senior Lien Agent (on behalf of itself and the Senior Lien Lenders) in any Collateral, the validity, priority, enforceability or allowance of any of the claims of Senior Lien Agent or any holder of Senior Lien Indebtedness against any Obligor or the validity or enforceability of this Agreement or any of the provisions hereof. Junior Lien Agent agrees that neither it nor the Junior Lien Lenders will take any action that would interfere with any Exercise of Secured Creditor Remedies undertaken by Senior Lien Agent under the Senior Lien Loan Documents, including any public or private sale, lease, exchange, transfer, or other disposition of any Collateral, whether by foreclosure or otherwise, in any case so long as Senior Lien Agent does not act in contravention of this Agreement or applicable law. Junior Lien Agent hereby waives any and all rights it and the Junior Lien Lenders may have as a junior lien creditor or otherwise to contest, protest, object to, interfere with the manner in which Senior Lien Agent seeks to enforce the Liens in any Collateral so long as Senior Lien Agent does not act in contravention of this Agreement or applicable law.

     f. Waiver of Right to Contest Junior Lien Indebtedness. Senior Lien Agent agrees that it and the Senior Lien Lenders shall not, and hereby waives any right to, take any action to contest or challenge (or assist or support any other Person in contesting or challenging), directly or indirectly, whether or not in any proceeding (including in any Insolvency Proceeding), the validity, priority (except to the extent expressly provided by this Agreement), enforceability, or perfection of the Liens of Junior Lien Agent (on behalf of itself and the Junior Lien Lenders) in any Collateral, the validity, priority (except to the extent

expressly provided by this Agreement), enforceability or allowance of any of the claims of Junior Lien Agent or any holder of Junior Lien Indebtedness against any Obligor or the validity or enforceability of this Agreement or any of the provisions hereof. Solely to the extent that Junior Lien Agent is permitted to Exercise Secured Creditor Remedies under this Agreement, Senior Lien Agent agrees that neither it nor the Senior Lien Lenders will take any action that would interfere with any Exercise of Secured Creditor Remedies undertaken by Junior Lien Agent under the Junior Lien Loan Documents, including any public or private sale, lease, exchange, transfer, or other disposition of any Collateral, whether by foreclosure or otherwise, in any case so long as Junior Lien Agent does not act in contravention of this Agreement or applicable law.

     g. Acknowledgement of Liens. The Junior Lien Agent acknowledges and agrees that the Senior Lien Agent, for the benefit of itself and the Senior Lien Lenders, has been and may be granted Liens upon all of the Collateral in which the Junior Lien Agent has been granted Liens and the Junior Lien Agent hereby consents thereto. Senior Lien Agent acknowledges and agrees that Junior Lien Agent, for the benefit of itself and the Junior Lien Lenders, has been or, subject to the terms of this Agreement, may be granted Liens upon all of the Collateral in which the Senior Lien Agent has been granted Liens and each of the Senior Lien Agent hereby consents thereto. The Junior Lien Agent agrees that neither it nor any Junior Lien Lender shall obtain a Lien on any asset or Collateral to secure all or any portion of the Junior Lien Indebtedness unless concurrently therewith, the Senior Lien Agent (on behalf of itself and the Senior Lien Lenders) obtains a Lien on such asset or Collateral and the parties hereby agree that all such Liens are and will be subject to this Agreement. The subordination of Liens by the Junior Lien Agent in favor of the Senior Lien Agent and the Senior Lien Lenders shall not be deemed to subordinate the Junior Lien Agent’s Liens to the Liens of any other Person that is not a holder of Senior Lien Indebtedness.

     h. Agent for Perfection. Senior Lien Agent, on the one hand, and Junior Lien Agent, on the other hand, each agree to hold all Control Collateral and Cash Collateral, as applicable, in their respective possession, custody, or control (or in the possession, custody, or control of agents or bailees for either) as a non-fiduciary agent for the other solely for the purpose of perfecting the security interest granted to each in such Control Collateral or Cash Collateral subject to the terms and conditions of this Section 2.h. None of Senior Lien Agent or the Senior Lien Lenders, on the one hand, or Junior Lien Agent or the Junior Lien Lenders, on the other hand, as applicable, shall have any obligation whatsoever to the others to assure that the Control Collateral is genuine or owned by any Obligor or any other Person or to preserve their respective rights or benefits or those of any Person. The duties or responsibilities of Senior Lien Agent and Junior Lien Agent under this Section 2.h are and shall be limited solely to holding or maintaining control of the Control Collateral and the Cash Collateral as a non-fiduciary agent for the other for purposes of perfecting the Lien held by Junior Lien Agent, on the one hand, or Senior Lien Agent, on the other hand, as applicable. Senior Lien Agent is not and shall not be deemed to be a fiduciary of any kind for Junior Lien Agent or any other Person. Junior Lien Agent is not and shall not be deemed to be a fiduciary of any kind for Senior Lien Agent or any other Person.

               After the Discharge of Senior Lien Indebtedness shall have occurred, Senior Lien Agent, upon the reasonable request of Junior Lien Agent, (a) shall promptly deliver any Cash Collateral or Control Collateral, if any, in their possession to Junior Lien Agent, and (b) will reasonably cooperate (subject to Senior Lien Agent obtaining satisfactory indemnity agreements from the Obligors and/or such other Persons as Senior Lien Agent may reasonably require) with the Obligors and Junior Lien Agent in order to transfer or assign (to the extent permitted by the applicable agreement) control of the remainder of the Cash Collateral or Control Collateral, if any, under Senior Lien Agent’s control to Junior Lien Agent (or as it may direct in writing), in each case, at the sole cost and expense of the Obligors and except as may otherwise be required by applicable law or court order.  Notwithstanding the foregoing, if this Agreement is reinstated pursuant to Section 5.c hereof and any Cash Collateral or Control Collateral has

heretofore been delivered to the Junior Lien Agent or at its direction pursuant to this Section 2.h or is otherwise in the possession or control of Junior Lien Agent or any Junior Lien Lender, then, upon such reinstatement, (i) Junior Lien Agent and each Junior Lien Lender shall promptly deliver any Cash Collateral or Control Collateral, if any, in their possession to Senior Lien Agent, and Senior Lien Agent shall hold any such Cash Collateral or Control Collateral in accordance with the first sentence of this Section 2.h, and (ii) the Obligors and Junior Lien Agent will reasonably cooperate with Senior Lien Agent in order to transfer or assign (to the extent permitted by th