Common use of Agreements Regarding Actions to Perfect Liens Clause in Contracts

Agreements Regarding Actions to Perfect Liens. (a) The Subordinated Holder Representative and the other Subordinated Holders agree (by their execution of the Subordinated Debenture Purchase Agreement and/or the Indenture and by their purchase of the Subordinated Debentures thereunder (or otherwise holding or owning any Subordinated Indebtedness)) that all mortgages, deeds of trust, deeds or other security instruments or letter-in-lieu or other similar notices (collectively, “Mortgages”) now or hereafter filed against real property or other assets of a Loan Party in favor of or for the benefit of the Subordinated Holder Representative or any Subordinated Holder, or delivered to any third party shall be in form and content satisfactory to the Senior Agent and shall contain the following notation (or similar language tailored to the nature of the instrument) in bold type: (b) The Senior Agent hereby acknowledges that, to the extent that it holds, or a third party holds on its behalf, physical possession of or “control” (as defined in the Uniform Commercial Code) over Common Collateral pursuant to the Senior Security Documents, such possession or control is also for the benefit of the Subordinated Holder Representative and the other Subordinated Holders solely to the extent required to perfect their Lien in such Common Collateral. Nothing in the preceding sentence shall be construed to impose any duty on the Senior Agent (or any third party acting on its behalf) with respect to such Common Collateral or to provide the Subordinated Holder Representative or any other Subordinated Holder with any rights with respect to such Common Collateral beyond those specified in this Agreement; provided that subsequent to the occurrence of the Senior Indebtedness Payment Date, the Senior Agent shall (i) deliver to the Subordinated Holder Representative, at no cost or expense to the Senior Agent, the Common Collateral in its possession or control together with any necessary endorsements, without recourse, representation or warranty, to the extent required by the Subordinated Debenture Documents or (ii) deliver such Common Collateral as a court of competent jurisdiction otherwise directs; provided further that the provisions of this Agreement are intended solely to govern the respective Lien priorities as between the Senior First Priority Secured Parties and the Subordinated Holders and shall not impose on the Senior First Priority Secured Parties or their representatives any obligations in respect of the disposition of any Common Collateral (or any proceeds thereof) that would conflict with prior perfected Liens or any claims thereon in favor of any other Person that is not a Secured Party.

Agreements Regarding Actions to Perfect Liens. (a) The Subordinated Holder With respect to each Type of Common Collateral, the Second Priority Representative agrees, on behalf of itself and the other Subordinated Holders agree (Second Priority Secured Parties, and the Third Priority Representative agrees, on behalf of itself and the other Third Priority Secured Parties, that UCC-1 financing statements, patent, trademark or copyright filings or other filings or recordings filed or recorded by their execution or on behalf of the Subordinated Debenture Purchase Agreement and/or the Indenture and by their purchase of the Subordinated Debentures thereunder such Second Priority Representative or any other Second Priority Secured Party (or otherwise holding any agent or owning other representative thereof) or such Third Priority Representative or any Subordinated Indebtedness)other Third Priority Secured Party (or any agent or other representative thereof) shall be in form reasonably satisfactory to the First Priority Representative. (b) The Second Priority Representative and Third Priority Representative with respect to the Term Loan Priority Collateral each agrees, on behalf of itself and the other Second Priority Secured Parties and Third Priority Secured Parties with respect to the Term Loan Priority Collateral, as the case may be, that all mortgages, deeds of trust, deeds or other security instruments or letter-in-lieu or other similar notices (collectively, “Mortgages”) Mortgages now or hereafter thereafter filed against real property or other assets of a Loan Party in favor of or for the benefit of the Subordinated Holder Second Priority Representative or any Subordinated Holder, or delivered Third Priority Representative with respect to any third party the Term Loan Priority Collateral shall be in form and content reasonably satisfactory to the Senior Agent First Priority Representative with respect to the Term Loan Priority Collateral and shall contain the following notation (notation: “The lien created by this [mortgage][deed of trust][similar instrument] on the property described herein is junior and subordinate to the lien on such property created by any mortgage, deed of trust or similar language tailored instrument now or hereafter granted to Wilmington Trust, National Association, and its successors and assigns, in such property, in accordance with the provisions of the Intercreditor Agreement, dated as of [ ], 2013, among Citibank, N.A., as Representative with respect to the nature of ABL Credit Agreement, Wilmington Trust, National Association, as Representative with respect to the instrument) in bold type:New Money Term Loans under the Term Loan Agreement, Wilmington Trust, National Association, as Representative with respect to the Junior Term Loans under the Term Loan Agreement, Xxxxxxx Kodak Company and the other parties thereto, as amended from time to time.” (bc) The Senior Agent With respect to each Type of Common Collateral, the First Priority Representative hereby acknowledges that, to the extent that it holds, or a third party holds on its behalf, physical possession of or “control” (as defined in the Uniform Commercial Code) over such Common Collateral pursuant to the Senior Security First Priority Documents, such possession or control is also for the benefit of the Subordinated Holder Second Priority Representative and the other Subordinated Holders Second Priority Secured Parties and the Third Priority Representative and the other Third Priority Secured Parties, but solely as gratuitous bailee to the extent required to perfect their Lien security interest in such Common Collateral. Nothing in the preceding sentence shall be construed to impose any duty on the Senior Agent First Priority Representative (or any third party acting on its behalf) with respect to such Common Collateral or to provide the Subordinated Holder any Second Priority Representative or any other Subordinated Holder Second Priority Secured Party or any Third Priority Representative or any other Third Priority Secured Party with respect to such Common Collateral with any rights with respect to such Common Collateral beyond those specified in this AgreementAgreement and the Second Priority Documents or the Third Priority Documents, as the case may be; provided that with respect to each Type of Common Collateral, subsequent to the occurrence of the Senior Indebtedness First Priority Obligations Payment DateDate in each case at the Borrower’s sole cost and expense, (i) the Senior Agent First Priority Representative shall (ix) deliver to the Subordinated Holder RepresentativeSecond Priority Representative (and each Grantor hereby directs such First Priority Representative to so deliver and the Third Priority Representative on behalf of itself and the other Third Priority Secured Parties, at no cost consents to such delivery), any stock certificates or expense to the Senior Agent, the promissory notes evidencing or constituting such Common Collateral in its possession or control together with any necessary endorsements, without recourse, representation or warranty, endorsements to the extent required by the Subordinated Debenture Second Priority Documents or (iiy) direct and deliver such Common Collateral as a court of competent jurisdiction otherwise directsdirects and (ii) in the case of any Common Collateral consisting of deposit accounts or securities accounts as to which the First Priority Representative has control pursuant to an account control agreement, the First Priority Representative and the applicable Grantor shall take such actions, if any, as are required to cause control over such Common Collateral to become vested in the Second Priority Representative; provided further that the provisions of this Agreement are intended solely to govern the respective Lien priorities as between the Senior First Priority Secured Parties, the Second Priority Secured Parties and the Subordinated Holders Third Priority Secured Parties and shall not impose on the Senior First Priority Secured Parties or their representatives any obligations in respect of the disposition of any Common Collateral (or any proceeds thereof) that would conflict with prior perfected Liens or any claims thereon in favor of any other Person that is not a Secured Party. (d) Other than as set forth in the first proviso to the second sentence of the immediately preceding paragraph (c), any First Priority Secured Party with physical possession of or control over Common Collateral shall not have any duty or liability to protect or preserve any rights pertaining to any of such Common Collateral and, except for gross negligence or willful misconduct as determined pursuant to a final non-appealable order of a court of competent jurisdiction, each Second Priority Secured Party and each Third Priority Secured Party hereby waives and releases such Person from all claims and liabilities arising pursuant to such Person’s role as gratuitous bailee with respect to such Common Collateral.

Agreements Regarding Actions to Perfect Liens. (a) The Subordinated Holder Representative and the other Subordinated Holders agree (by their execution of the Subordinated Debenture Purchase Agreement and/or the Indenture and by their purchase of the Subordinated Debentures thereunder (or otherwise holding or owning any Subordinated Indebtedness)) Purchaser agrees that all mortgages, debentures, deeds of trust, deeds or other security and similar instruments or letter-in-lieu or other similar notices (collectively, “Mortgagesmortgages”) now or hereafter filed against real property or other assets of a Loan Party Real Property in favor of or for the benefit of the Subordinated Holder Representative or any Subordinated Holder, or delivered to any third party shall be in form and content satisfactory to the Senior Agent and Purchaser shall contain the following notation (notation: “The lien created by this mortgage on the property described herein is junior and subordinate to the lien on such property created by any mortgage, deed of trust or similar language tailored instrument now or hereafter granted to Valiant Trust Company, as Senior Debt Representative, in accordance with the nature provisions of the instrument) in bold type:Intercreditor Agreement dated as of November 27, 2012, as amended from time to time.” (b) The Each of the Senior Agent Debt Representative and the Purchaser hereby acknowledges that, to the extent that it holds, or a third party holds on its behalf, physical possession of or “control” (as defined in the Uniform Commercial CodeUCC and the PPSA) over Common Collateral pursuant to the Senior Debt Security Documents or the Royal Gold Security Documents, as applicable, such possession or control is also for the benefit of the Subordinated Holder Purchaser or the Senior Debt Representative and the other Subordinated Holders Senior Debt Secured Parties, as applicable, solely to the extent required to perfect their Lien security interest in such Common Collateral. Nothing in the preceding sentence shall be construed to impose any duty on the Senior Agent Debt Representative or the Purchaser (or any third party acting on its either such Person's behalf) with respect to such Common Collateral or to provide the Subordinated Holder Purchaser, the Senior Debt Representative or any other Subordinated Holder Senior Debt Secured Party, as applicable, with any rights with respect to such Common Collateral beyond those specified in this Agreement; , the Senior Debt Security Documents and the Royal Gold Security Documents, as applicable, provided that subsequent to the occurrence of the Senior Indebtedness Debt Obligations Payment DateDate (so long as the Royal Gold Obligations Payment Date shall not have occurred), the Senior Agent Debt Representative shall (i) deliver to the Subordinated Holder RepresentativePurchaser, at no the Vendor’s sole cost or expense to the Senior Agentand expense, the Common Collateral in its possession or control together with any necessary endorsements, without recourse, representation or warranty, endorsements to the extent required by the Subordinated Debenture Royal Gold Documents or (ii) direct and deliver such Common Collateral as a court of competent jurisdiction otherwise directs; provided further provided, further, that subsequent to the occurrence of the Royal Gold Obligations Payment Date (so long as the Senior Debt Obligations Payment Date shall not have occurred), the Purchaser shall (i) deliver to the Senior Debt Representative, at the Vendor’s sole cost and expense, the Collateral in its possession or control together with any necessary endorsements to the extent required by the Senior Debt Documents or (ii) direct and deliver such Collateral as a court of competent jurisdiction otherwise directs; provided, further, that (i) prior to the occurrence of the Royal Gold Obligations Payment Date, upon the request of the Purchaser, the Senior Debt Representative shall turn over to the Purchaser any Royal Gold Priority Collateral of which it has physical possession, and (ii) prior to the occurrence of the Senior Debt Obligations Payment Date, upon the request of the Senior Debt Representative, the Purchaser shall turn over to the Senior Debt Representative any Senior Debt Priority Collateral of which it has physical possession. The provisions of this Agreement are intended solely to govern the respective Lien priorities as between the Senior First Priority Debt Secured Parties and the Subordinated Holders Purchaser and shall not impose on the Senior First Priority Debt Secured Parties or their representatives the Purchaser any obligations in respect of the disposition of any Common Collateral (or any proceeds thereof) that would conflict with prior perfected Liens or any claims thereon in favor of any other Person that is not a Secured Party.

Agreements Regarding Actions to Perfect Liens. (a) The Subordinated Holder Representative and the other Subordinated Holders Second Priority Secured Parties agree that, solely with respect to Common Collateral, all Second Priority Security Documents that are publicly filed (by their execution of the Subordinated Debenture Purchase Agreement and/or the Indenture and by their purchase of the Subordinated Debentures thereunder (or otherwise holding or owning excluding any Subordinated Indebtedness)UCC financing statements) that all mortgages, deeds of trust, deeds or other security instruments or letter-in-lieu or other similar notices (collectively, “Mortgages”) now or hereafter filed against real property or other assets of a Loan Party in favor of or for the benefit of the Subordinated Holder Representative or any Subordinated Holder, or delivered to any third party shall be in form and content satisfactory to the Senior Agent and shall contain the following notation (or similar language tailored notation: “The lien and security interest created by this agreement on the property of the Xxx Entities described herein is junior and subordinate, in accordance with the provisions of the Junior Intercreditor Agreement dated as of March 31, 2014, among the collateral agents named therein, Xxx Enterprises, Incorporated, and the other Grantors referred to therein, among others, as amended from time to time, to the nature of the instrument) First Priority Lien referred to therein in bold type:such property.”. (b) The Senior Agent First Priority Collateral Agents hereby acknowledges agree that, to the extent that it holds, or they hold a third party holds Lien on its behalf, physical possession of or “control” (as defined in the Uniform Commercial Code) over any Common Collateral pursuant to that can be perfected by the Senior Security Documents, such possession or control is also for the benefit of the Subordinated Holder Representative and the other Subordinated Holders solely to the extent required to perfect their Lien in such Common Collateral. Nothing in the preceding sentence shall be construed to impose any duty on the Senior Agent (or any third party acting on its behalf) with respect to such Common Collateral or to provide the Subordinated Holder Representative of any deposit, securities or other account in which such Common Collateral is held, and if such Common Collateral or any such account is in fact in the possession or under the control of such First Priority Collateral Agent (such Common Collateral being referred to herein as the “Controlled Common Collateral”), such First Priority Collateral Agent shall, solely for the purpose of perfecting the Liens of any other Subordinated Holder with Collateral Agent granted on such Common Collateral under any rights Secured Documents and subject to the terms and conditions of this Section, also hold such Controlled Common Collateral as gratuitous bailee and sub-agent for each such other Collateral Agent (any such Collateral Agent holding any Controlled Shared Collateral as gratuitous bailee and sub-agent being referred to herein as the “Bailee Collateral Agent”). In furtherance of the foregoing, each other Collateral Agent appoints each Bailee Collateral Agent (and each Bailee Collateral Agent accepts such appointment) as such Collateral Agent’s gratuitous bailee and sub-agent hereunder with respect to such any Controlled Common Collateral beyond those specified in this Agreement; provided that subsequent to such Bailee Collateral Agent possesses or controls at any time solely for the occurrence purpose of perfecting a Lien on such Controlled Common Collateral. It is further understood and agreed that as of the Senior Indebtedness Payment Datedate hereof, the Senior Agent shall (i) deliver to the Subordinated Holder Representative, at no cost or expense to the Senior Agent, the Common Collateral in its possession or control together with any necessary endorsements, without recourse, representation or warranty, to the extent required by the Subordinated Debenture Documents or (ii) deliver such Common Collateral as a court of competent jurisdiction otherwise directs; provided further that the provisions of this Agreement are intended solely to govern the respective Lien priorities as between the Senior First Priority Secured Parties Representative shall be the Bailee Collateral Agent and the Subordinated Holders and shall not impose on the Senior First Priority Secured Parties or their representatives any obligations in respect be granted possession of the disposition of any Common Collateral (or any proceeds thereof) that would conflict with prior perfected Liens or any claims thereon in favor of any other Person that is not a Secured Partyall possessory Controlled Shared Collateral.

Agreements Regarding Actions to Perfect Liens. (a) The Subordinated Holder Each of the Working Capital Representative and the other Subordinated Holders agree (by their execution of the Subordinated Debenture Purchase Agreement and/or the Indenture and by their purchase of the Subordinated Debentures thereunder (or otherwise holding or owning any Subordinated Indebtedness)) that all mortgages, deeds of trust, deeds or other security instruments or letter-in-lieu or other similar notices (collectively, “Mortgages”) now or hereafter filed against real property or other assets of a Term Loan Party in favor of or for the benefit of the Subordinated Holder Representative or any Subordinated Holder, or delivered to any third party shall be in form and content satisfactory to the Senior Agent and shall contain the following notation (or similar language tailored to the nature of the instrument) in bold type: (b) The Senior Agent hereby acknowledges that, to the extent that it holds, or a third party holds on its behalf, physical possession of or “control” (as defined in the Uniform Commercial Code) over Common Collateral pursuant to the Senior Working Capital Security Documents or the Term Loan Security Documents, as applicable, such possession or control is also for the benefit of the Subordinated Holder Term Loan Representative and the other Subordinated Holders Term Loan Secured Parties or the Working Capital Representative and the other Working Capital Secured Parties, as applicable, and the Senior Representative agrees to act as agent for the benefit of the Junior Secured Parties under each control agreement entered into or control arrangement with respect to any such Common Collateral, in each case, solely to the extent required to perfect their Lien security interest in such Common Collateral. Nothing in the preceding sentence shall be construed to impose any duty (including, without limitation, any fiduciary duty or other implied duty) on the Senior Agent Working Capital Representative or the Term Loan Representative (or any third party acting on its either such Person’s behalf) with respect to such Common Collateral or to provide the Subordinated Holder Term Loan Representative, any other Term Loan Secured Party, the Working Capital Representative or any other Subordinated Holder Working Capital Secured Party, as applicable, with any rights with respect to such Common Collateral beyond those specified in this Agreement; , the Working Capital Security Documents and the Term Loan Security Documents, as applicable, provided that subsequent to the occurrence of the Senior Indebtedness Working Capital Obligations Payment DateDate (so long as the Term Loan Obligations Payment Date shall not have occurred), the Senior Agent Working Capital Representative shall (i) deliver to the Subordinated Holder Term Loan Representative, at no the Loan Parties’ sole cost or expense to the Senior Agentand expense, the Common Collateral in its possession or control together with any necessary endorsements, without recourse, representation or warranty, endorsements to the extent required by the Subordinated Debenture Term Loan Documents or (ii) direct and deliver such Common Collateral as a court of competent jurisdiction otherwise directs; provided further provided, further, that subsequent to the occurrence of the Term Loan Obligations Payment Date (so long as the Working Capital Obligations Payment Date shall not have occurred), the Term Loan Representative shall (i) deliver to the Working Capital Loan Representative, at the Loan Parties’ sole cost and expense, the Common Collateral in its possession or control together with any necessary endorsements to the extent required by the Working Capital Documents or (ii) direct and deliver such Common Collateral as a court of competent jurisdiction otherwise directs. The provisions of this Agreement are intended solely to govern the respective Lien priorities as between the Senior First Priority Working Capital Secured Parties and the Subordinated Holders Term Loan Secured Parties and shall not impose on the Senior First Priority Working Capital Secured Parties or their representatives the Term Loan Secured Parties any obligations in respect of the disposition of any Common Collateral (or any proceeds thereof) that would conflict with prior perfected Liens or any claims thereon in favor of any other Person that is not a Secured Party. Nothing in the first sentence of this paragraph shall (i) be construed to create any liability of the Working Capital Secured Parties to any of the Term Loan Secured Parties by reason of actions taken with respect to the creation, perfection or continuation of the security interest on any Working Capital Priority Collateral, actions with respect to the occurrence of an “Event of Default” under the Loan Documents, actions with respect to the foreclosure upon, sale, release, or depreciation of, or failure to realize upon, any of the Working Capital Priority Collateral or action with respect to the use or protection of the Working Capital Priority Collateral or (ii) be construed to create any liability of the Term Loan Secured Parties to any of the Working Capital Secured Parties by reason of actions taken with respect to the creation, perfection or continuation of the security interest on any Term Loan Priority Collateral, actions with respect to the occurrence of an “Event of Default” under the Loan Documents, actions with respect to the foreclosure upon, sale, release, or depreciation of, or failure to realize upon, any of the Term Loan Priority Collateral or action with respect to the use or protection of the Term Loan Priority Collateral.

Agreements Regarding Actions to Perfect Liens. (a) The Subordinated Holder Each Second Priority Representative on behalf of itself and the other Subordinated Holders agree (Second Priority Secured Parties represented by their execution it agrees that UCC-1 financing statements, patent, trademark or copyright filings or other filings or recordings filed or recorded by or on behalf of the Subordinated Debenture Purchase Agreement and/or Second Priority Representative with respect to the Indenture Common Collateral shall be in form reasonably satisfactory to the Designated First Priority Representative. (b) Each Second Priority Representative agrees on behalf of itself and the other Second Priority Secured Parties represented by their purchase of the Subordinated Debentures thereunder (or otherwise holding or owning any Subordinated Indebtedness)) it that all mortgages, deeds of trust, deeds or other security instruments or letter-in-lieu or other similar notices (collectively, “Mortgages”) now or hereafter filed against real property or other assets of a Loan Party each Second Priority Collateral Document securing Common Collateral in favor of or for the benefit of such Second Priority Representative and the Subordinated Holder Representative or any Subordinated Holderother Second Priority Secured Parties represented by it shall, or delivered unless otherwise agreed to any third party shall be in form and content satisfactory to by the Senior Agent and shall Designated First Priority Representative, contain the following notation (or language to similar language tailored effect approved by the Designated First Priority Representative): “Notwithstanding anything herein to the nature contrary, the lien and security interest created by this agreement on the property described herein and the exercise of any right or remedy by the collateral agent hereunder is subject to the provisions of the instrument) in bold type:Term Intercreditor Agreement dated as of August 4, 2017 among Bank of America, N.A., as administrative agent and collateral agent for the Existing First Priority Secured Creditors, Bank of America, N.A., as administrative agent and collateral agent for the Existing Second Priority Secured Creditors, and each other First Priority Representative and Second Priority Representative from time to time party thereto, and acknowledged and agreed to by Hayward Industries, Inc., a New Jersey corporation, as Borrower, and the Loan Parties referred to therein, as amended, modified or supplemented from time to time.” (bc) The Senior Agent Each First Priority Representative hereby acknowledges that, to the extent that it holds, or a third party holds on its behalf, physical possession of or “control” (as defined in the Uniform Commercial Code) over Common Collateral pursuant to the Senior Security First Priority Collateral Documents, such possession or control is also for the benefit of and on behalf of, and the Subordinated Holder First Priority Representative or such third party holds such possession or control as bailee and agent for, the Second Priority Representative and the other Subordinated Holders Second Priority Secured Parties solely to the extent required to perfect their Lien security interest in such Common CollateralCollateral (such bailment and agency for perfection being intended, among other things, to satisfy the requirements of Sections 8-301(a)(2) and 9-313(c) of the Uniform Commercial Code). Nothing in the preceding sentence shall be construed to impose any duty on the Senior Agent any First Priority Representative (or any third party acting on its behalf) with respect to such Common Collateral or to provide the Subordinated Holder Second Priority Representative or any other Subordinated Holder Second Priority Secured Party with any rights with respect to such Common Collateral beyond those specified in this Agreement; provided that subsequent to the occurrence of the Senior Indebtedness First Priority Obligations Payment Date, the Senior Agent First Priority Representative shall (i) deliver to the Subordinated Holder Second Priority Representative, at no the Borrower’s sole cost or expense to the Senior Agentand expense, the Common Collateral in its possession or control together with any necessary endorsements, without recourse, representation or warranty, endorsements to the extent required by the Subordinated Debenture Second Priority Documents (and to the extent not so required, such delivery shall be made to the Borrower) or (ii) direct and deliver such Common Collateral as a court of competent jurisdiction otherwise directs; provided further , and provided, further, that the provisions of this Agreement are intended solely to govern the respective Lien priorities as between the Senior First Priority Secured Parties on the one hand and the Subordinated Holders Second Priority Secured Parties on the other hand and shall not impose on the Senior First Priority Secured Parties or their representatives any obligations in respect of the disposition of any Common Collateral (or any proceeds thereof) that would conflict with prior perfected Liens or any claims thereon in favor of any other Person that is not a Secured Party.

Agreements Regarding Actions to Perfect Liens. (a) The Subordinated Holder Second Priority Representative on behalf of itself and the other Second Priority Secured Parties agrees that UCC-1 financing statements, filings with the FAA, filings in the International Registry, patent, trademark or copyright filings or other filings or recordings filed or recorded by or on behalf of the Second Priority Representative shall be in form satisfactory to the First Priority Representative. The Junior Priority Representative on behalf of itself and the other Junior Priority Secured Parties agrees that UCC-1 financing statements, filings with the FAA, filings in the International Registry, patent, trademark or copyright filings or other filings or recordings filed or recorded by or on behalf of the Junior Priority Representative shall be in form satisfactory to the First Priority Representative and the Second Priority Representative. (b) The Second Priority Representative agrees on behalf of itself and the other Subordinated Holders agree (by their execution of the Subordinated Debenture Purchase Agreement and/or the Indenture and by their purchase of the Subordinated Debentures thereunder (or otherwise holding or owning any Subordinated Indebtedness)) Second Priority Secured Parties that all mortgages, deeds to secure debt, deeds of trust, deeds or other security and similar instruments or letter-in-lieu or other similar notices (collectively, “Mortgagesmortgages”) now or hereafter thereafter filed against real property or other assets of a Loan Party in favor of or for the benefit of the Subordinated Holder Second Priority Representative or any Subordinated Holder, or delivered to any third party shall be in form and content satisfactory to the Senior Agent First Priority Representative and shall contain the following notation (notation: “The lien created by this mortgage on the property described herein is junior and subordinate to the lien on such property created by any mortgage, deed to secure debt, deed of trust, deed or similar language tailored instrument now or hereafter granted to JPMorgan Chase Bank, N.A., as collateral agent, and its successors and assigns, in such property, in accordance with the provisions of the Intercreditor Agreement dated as of April 30, 2007 among JPMorgan Chase Bank, N.A., as collateral agent for the First Priority Secured Parties referred to therein, Xxxxxxx Xxxxx Credit Partners L.P., as collateral agent for the Second Priority Secured Parties referred to therein, Delta Air Lines, Inc. and the other Loan Parties referred to therein, and any other Persons who become parties thereto, as amended from time to time.” (c) The Junior Priority Representative agrees on behalf of itself and the other Junior Priority Secured Parties that all mortgages (as defined above) now or thereafter filed against real property in favor of or for the benefit of the Junior Priority Representative shall be in form satisfactory to the nature First Priority Representative and the Second Priority Representative and shall contain the following notation: “The lien created by this mortgage on the property described herein is junior and subordinate to the lien on such property created by any mortgage, deed of trust or similar instrument now or hereafter granted to JPMorgan Chase Bank, N.A., as collateral agent, and its successors and assigns, and to the lien on such property created by any mortgage, deed of trust or similar instrument now or hereafter granted to Xxxxxxx Xxxxx Credit Partners L.P., as collateral agent, and its successors and assigns, in each case in such property, in accordance with the provisions of the instrument) in bold type:Intercreditor Agreement dated as of April 30, 2007 among JPMorgan Chase Bank, N.A., as collateral agent for the First Priority Secured Parties referred to therein, Xxxxxxx Xxxxx Credit Partners L.P., as collateral agent for the Second Priority Secured Parties referred to therein, Delta Air Lines, Inc. and the other Loan Parties referred to therein, and any other Persons who become parties thereto, as amended from time to time.” (bd) The Senior Agent First Priority Representative hereby acknowledges that, to the extent that (x) it holds, or a third party holds on its behalf, physical possession of or “control” (as defined in the Uniform Commercial Code) over Common Collateral pursuant to the Senior First Priority Security DocumentsDocuments (including without limitation, control agreements in respect of deposit accounts or securities accounts) or (y) an assignment of moneys constituting amounts due or to be due under government contracts pursuant to the Assignment of Claims Act of 1940, as amended, to the extent constituting Common Collateral, has been made to the First Priority Representative pursuant to the First Priority Security Documents (each, an “Assignment of Moneys”), such possession possession, control or control assignment is also for the benefit of the Subordinated Holder Second Priority Representative, the other Second Priority Secured Parties, the Junior Priority Representative and the other Subordinated Holders Junior Priority Secured Parties solely to the extent required to perfect their Lien security interest in such Common Collateral. Nothing in the preceding sentence shall be construed to impose any duty on the Senior Agent First Priority Representative (or any third party acting on its behalf) with respect to such Common Collateral or to provide the Subordinated Holder Second Priority Representative, any other Second Priority Secured Party, the Junior Priority Representative or any other Subordinated Holder Junior Priority Secured Party with any rights with respect to such Common Collateral beyond those specified in this Agreement; , the Second Priority Security Documents or the Junior Priority Security Documents, as applicable, provided that subsequent to the occurrence of the Senior Indebtedness First Priority Obligations Payment Date, the Senior Agent shall First Priority Representative shall (i) deliver to the Subordinated Holder Second Priority Representative, at no the Borrower’s sole cost or expense to the Senior Agentand expense, the Common Collateral in its possession or control together with any necessary endorsements, without recourseand in the case of any control agreements in respect of deposit accounts or securities accounts or any Assignment of Moneys, representation execute, at the Borrower’s sole cost and expense, any documents reasonably requested by the Borrower and the Second Priority Representative to permit the Second Priority Representative to become a party thereto as the replacement secured party or warrantyassignee, as the case may be, in each case to the extent required by the Subordinated Debenture Second Priority Documents (at which point the Second Priority Representative shall hold any applicable Common Collateral in accordance with this Section for the benefit of the Junior Priority Secured Parties until the Second Priority Obligations Payment Date) or (ii) direct and deliver such Common Collateral as a court of competent jurisdiction otherwise directs; provided further , and provided, further, that the provisions of this Agreement are intended solely to govern the respective Lien priorities as between the Senior First Priority Secured Parties, the Second Priority Secured Parties and the Subordinated Holders Junior Priority Secured Parties, as applicable, and shall not impose on the Senior First Priority Secured Parties or their representatives the Second Priority Secured Parties, as applicable, any obligations in respect of the disposition of any Common Collateral (or any proceeds thereof) that would conflict with prior perfected Liens or any claims thereon in favor of any other Person that is not a Secured Party.

Agreements Regarding Actions to Perfect Liens. (a) The Subordinated Holder Second Priority Representative on behalf of itself and the other Subordinated Holders agree (Second Priority Secured Parties agrees that UCC-1 financing statements, patent, trademark or copyright filings or other filings or recordings filed or recorded by their execution or on behalf of the Subordinated Debenture Purchase Agreement and/or Second Priority Representative shall be in form reasonably satisfactory to the Indenture First Priority Representative. (b) The Second Priority Representative agrees on behalf of itself and by their purchase of the Subordinated Debentures thereunder (or otherwise holding or owning any Subordinated Indebtedness)) other Second Priority Secured Parties that all mortgages, deeds of trust, deeds or other security and similar instruments or letter-in-lieu or other similar notices (collectively, “Mortgagesmortgages”) now or hereafter filed thereafter filed, or acquired by operation of law or by assignment against real property or other assets of a Loan Party in favor of or for the benefit of the Subordinated Holder Second Priority Representative or any Subordinated Holder, or delivered to any third party shall be in form and content reasonably satisfactory to the Senior Agent First Priority Representative and shall contain the following notation (notation: “The lien created by this mortgage on the property described herein is junior and subordinate to the lien on such property created by any mortgage, deed of trust or similar language tailored instrument now or hereafter granted to Bank of America, N.A., and its successors and assigns, in such property, in accordance with the nature provisions of the instrument) in bold type:Intercreditor Agreement dated as of [ ], 2011 among Bank of America, N.A., as Collateral Agent; Deutsche Bank Trust Company Americas, as Trustee and Collateral Agent; and MoneyGram Payment Systems Worldwide, Inc., as amended from time to time.” (bc) The Senior Agent First Priority Representative hereby acknowledges that, to the extent that it holds, or a third party holds on its behalf, physical possession of or “control” (as defined in the Uniform Commercial Code) over Common Collateral pursuant to the Senior Security First Priority Documents, such possession or control is also for the benefit of the Subordinated Holder Second Priority Representative and the other Subordinated Holders Second Priority Secured Parties solely to the extent required to perfect their Lien security interest in such Common Collateral. Nothing in the preceding sentence shall be construed to impose any duty on the Senior Agent First Priority Representative (or any third party acting on its behalf) with respect to such Common Collateral or to provide the Subordinated Holder Second Priority Representative or any other Subordinated Holder Second Priority Secured Party with any rights with respect to such Common Collateral beyond those specified in this Agreement; Agreement and the Second Priority Security Documents, provided that subsequent to the occurrence of the Senior Indebtedness First Priority Obligations Payment Date, the Senior Agent First Priority Representative shall (ix) deliver to the Subordinated Holder Second Priority Representative, at no the Borrower’s sole reasonable cost or expense to the Senior Agentand expense, the Common Collateral in its possession or control together with any necessary endorsements, without recourse, representation or warranty, endorsements to the extent required by the Subordinated Debenture Second Priority Documents or (iiy) direct and deliver such Common Collateral as a court of competent jurisdiction otherwise directs; , and provided further that the provisions of this Agreement are intended solely to govern the respective Lien priorities as between the Senior First Priority Secured Parties and the Subordinated Holders Second Priority Secured Parties and shall not impose on the Senior First Priority Secured Parties or their representatives any obligations in respect of the disposition of any Common Collateral (or any proceeds thereof) that would conflict with prior perfected Liens or any claims thereon in favor of any other Person that is not a Secured Party.

Agreements Regarding Actions to Perfect Liens. (a) The Subordinated Holder Second Priority Representative agrees on behalf of itself and the other Subordinated Holders agree (by their execution of the Subordinated Debenture Purchase Agreement and/or the Indenture and by their purchase of the Subordinated Debentures thereunder (or otherwise holding or owning any Subordinated Indebtedness)) Second Priority Secured Parties that all mortgages, deeds of trust, deeds or other security instruments or letter-in-lieu or other similar notices (collectively, “Mortgages”) now or hereafter filed against real property or other assets of a Loan Party in favor of or for the benefit of the Subordinated Holder Representative or any Subordinated Holder, or delivered to any third party shall be in form and content satisfactory to the Senior Agent and Second Priority Security Documents shall contain the following notation (or similar language tailored notation: “The lien created by [this Agreement] on the property described herein is junior and subordinate to the nature lien on such property created by any similar instrument now or hereafter granted to JPMorgan Chase Bank, N.A., as Administrative Agent, and its successors and assigns, in such property, in accordance with the provisions of the instrument) in bold type:Intercreditor Agreement dated as of May 1, 2009, among JPMorgan Chase Bank, N.A., as First Priority Representative, Xxxxx Fargo Bank, National Association, as Second Priority Representative, Seagate Technology HDD Holdings, Seagate Technology International and the other Loan Parties referred to therein, as amended from time to time.” (b) The Senior Agent First Priority Representative hereby acknowledges agrees that, to the extent that it holds, or a third party holds on its behalf, physical possession of or “control” (as defined in the Uniform Commercial Code) (or any similar concept under foreign law) over Common Collateral pursuant to the Senior First Priority Security Documents, such possession or control is also for the benefit of the Subordinated Holder Second Priority Representative and the other Subordinated Holders Second Priority Secured Parties solely to the extent required to perfect their Lien security interest in such Common Collateral. Nothing in the preceding sentence shall be construed to impose any duty on the Senior Agent First Priority Representative (or any third party acting on its behalf) with respect to such Common Collateral or to provide the Subordinated Holder Second Priority Representative or any other Subordinated Holder Second Priority Secured Party with any rights with respect to such Common Collateral beyond those specified in this Agreement; Agreement and the Second Priority Security Documents, provided that subsequent to as promptly as practicable following the occurrence of the Senior Indebtedness First Priority Obligations Payment Date, the Senior Agent First Priority Representative shall (i) deliver to the Subordinated Holder Second Priority Representative, at no the Borrower’s sole cost or expense to the Senior Agentand expense, the Common Collateral in its possession or control together with any necessary endorsements, without recourse, representation or warranty, endorsements to the extent required by the Subordinated Debenture Second Priority Documents or (ii) direct and deliver such Common Collateral as a court of competent jurisdiction otherwise directs; provided further provided, however, that the provisions of this Agreement are intended solely to govern the respective Lien priorities as between the Senior First Priority Secured Parties and the Subordinated Holders Second Priority Secured Parties and shall not impose on the Senior First Priority Secured Parties or their representatives any obligations in respect of the disposition of any Common Collateral (or any proceeds thereof) that would conflict with prior perfected Liens or any claims thereon in favor of any other Person that is not a Secured Party. The Loan Parties shall take such further actions as may be reasonably requested by the Second Priority Representative to effectuate the transfer of the Common Collateral upon the occurrence of the First Priority Obligations Payment Date to the Second Priority Representative contemplated hereby.

Agreements Regarding Actions to Perfect Liens. (a) The Subordinated Holder Representative (i) Pursuant to the terms of the Prior Agreement, BEEOO and BEEFC have previously caused each Second Lien Security Document to include the following language, or language comparable thereto: ““Notwithstanding anything herein to the contrary, the Lien and security interest granted to Second Lien Trustee pursuant to this Agreement and the other Subordinated Holders agree (exercise of any secured creditor right or remedy by their execution Second Lien Trustee hereunder are subject to the provisions of the Subordinated Debenture Purchase Agreement and/or Second Lien Intercreditor Agreement, dated as of November 23, 2010 (as amended, supplemented, amended and restated or otherwise modified from time to time, the Indenture “Second Lien Intercreditor Agreement”), among PPVA Black Elk (Cayman) Ltd., as First Lien Agent, The Bank of New York Mellon Trust Company, N.A., as Second Lien Trustee, Black Elk Energy Offshore Operations, LLC, Black Elk Energy Finance Corp., and by their purchase other persons party or that may become party thereto from time to time. If there is a conflict between the terms of the Subordinated Debentures thereunder (or otherwise holding or owning any Subordinated Indebtedness)) that all mortgagesSecond Lien Intercreditor Agreement and this Agreement, deeds of trust, deeds or other security instruments or letter-in-lieu or other similar notices (collectively, “Mortgages”) now or hereafter filed against real property or other assets of a Loan Party in favor of or for the benefit terms of the Subordinated Holder Representative or any Subordinated Holder, or delivered to any third party shall be in form and content satisfactory to the Senior Agent and shall contain the following notation (or similar language tailored to the nature of the instrument) in bold type:Second Lien Intercreditor Agreement will control.”” (b) The Senior First Lien Agent hereby acknowledges that, to the extent that it holds, or a third party holds on its behalf, physical possession of or “control” (as defined in the Uniform Commercial Code) over Common Collateral pursuant to the Senior First Lien Security Documents, such possession or control is also for the benefit of the Subordinated Holder Representative Second Lien Trustee and the other Subordinated Holders solely Second Lien Creditors for purposes of perfecting their security interest in such Collateral to the extent required any Loan Party has granted or purported to perfect their grant to the Second Lien Trustee a security interest in such Common Collateral. Nothing in the preceding sentence shall be construed to impose any duty on the Senior First Lien Agent (or any third party acting on its behalf) with respect to such Common Collateral or to provide the Subordinated Holder Representative Second Lien Trustee or any other Subordinated Holder Second Lien Creditor with any rights with respect to such Common Collateral beyond those specified in this AgreementAgreement and the Second Lien Security Documents; provided that subsequent to the occurrence of the Senior Indebtedness Payment First Lien Discharge Date, the Senior First Lien Agent shall within five Business Days (ias defined in the First Lien Agreement) thereafter (x) deliver to the Subordinated Holder RepresentativeSecond Lien Trustee, at no the Loan Parties’ sole cost or expense to the Senior Agentand expense, the Common Collateral in its possession or control together with any necessary endorsements, without recourse, representation or warranty, to the extent required by the Subordinated Debenture Documents or (iiy) direct and deliver such Common Collateral as a court of competent jurisdiction otherwise directs; and provided further that the provisions of this Agreement are intended solely to govern the respective Lien priorities as between the Senior First Priority Secured Parties Lien Creditors and the Subordinated Holders Second Lien Creditors, and shall not impose on the Senior First Priority Secured Parties Lien Agent or their representatives the First Lien Creditors any obligations in respect of the disposition of any Common Collateral (or any proceeds thereof) that would conflict with prior perfected Liens or any claims thereon in favor of any other Person that is not a Secured PartyPerson.

Agreements Regarding Actions to Perfect Liens. (a) The Subordinated Holder Representative Second Lien Agent on behalf of itself and the other Subordinated Holders agree (Second Lien Secured Parties agrees that UCC-1 financing statements, patent, trademark or copyright filings or other filings or recordings filed or recorded by their execution or on behalf of the Subordinated Debenture Purchase Agreement and/or Second Lien Agent shall be in form satisfactory to the Indenture First Lien Agent. (b) The Collateral Agent, First Lien Agent (on behalf of itself and by their purchase the other First Lien Secured Parties) and Second Lien Agent (on behalf of itself and the Subordinated Debentures thereunder (or otherwise holding or owning any Subordinated Indebtedness)other Second Lien Secured Parties) agree that all mortgages, deeds of trust, deeds or other security and similar instruments or letter-in-lieu or other similar notices (collectively, “Mortgagesmortgages”) now or hereafter filed against real property or other assets of a Loan Party in favor of Second Lien Agent or Collateral Agent for the benefit of the Subordinated Holder Representative or any Subordinated HolderSecond Lien Secured Parties, or delivered to any third party including without limitation all Shared Security Documents, shall be in form and content satisfactory to the Senior First Lien Agent and shall contain the following notation (or similar language tailored to the nature of the instrument) in bold type:notation: “ALL LIENS GRANTED BY THIS INSTRUMENT SHALL, TO THE EXTENT SET FORTH IN THE INTERCREDITOR AGREEMENT DATED JULY 11, 2008 BY AND AMONG QUEST CHEROKEE, LLC, ROYAL BANK OF CANADA, AS FIRST LIEN AGENT, ROYAL BANK OF CANADA, AS SECOND LIEN AGENT AND PARTIES THERETO, BE SUBORDINATE AND JUNIOR TO ALL LIENS GRANTED BY GRANTOR TO SECURE THE FIRST LIEN OBLIGATIONS REGARDLESS OF THE RELATIVE PRIORITY OF SUCH LIENS, SUCH INTERCREDITOR AGREEMENT BEING INCORPORATED HEREIN AND BY THIS REFERENCE BEING MADE A PART HEREOF.” (bc) The Senior Collateral Agent hereby acknowledges that, to the extent that it holds, or a third party holds on its behalf, physical possession of or “control” (as defined in the Uniform Commercial Code) over Common Collateral pursuant to the Senior First Lien Security Documents, such possession or control is also for the benefit of the Subordinated Holder Representative Second Lien Agent and the other Subordinated Holders solely to the extent required to perfect Second Lien Secured Parties for purposes of perfecting their Lien security interest in such Common Collateral. Nothing in the preceding sentence shall be construed to impose any duty on the Senior Collateral Agent (or any third party acting on its behalf) with respect to such Common Collateral or to provide the Subordinated Holder Representative Second Lien Agent or any other Subordinated Holder Second Lien Secured Party with any rights with respect to such Common Collateral beyond those specified in this AgreementAgreement and the Second Lien Security Documents; provided that subsequent to the occurrence of the Senior Indebtedness First Lien Obligations Payment Date, the Senior Collateral Agent shall promptly deliver written notice of the occurrence of same to Second Lien Agent and shall (ix) deliver to the Subordinated Holder RepresentativeSecond Lien Agent, at no the Borrower’s sole cost or expense to the Senior Agentand expense, the Common Collateral in its possession or control together with any necessary endorsements, without recourse, representation or warranty, endorsements to the extent required by the Subordinated Debenture Documents Second Lien Documents, and shall deliver to Borrower written notice of such action, or (iiy) direct and deliver such Common Collateral as a court of competent jurisdiction otherwise directs; , and provided further that the provisions of this Agreement are intended solely to govern the respective Lien priorities as between the Senior First Priority Lien Secured Parties and the Subordinated Holders Second Lien Secured Parties, and shall not impose on the Senior Collateral Agent or the First Priority Lien Secured Parties or their representatives any obligations in respect of the disposition of any Common Collateral (or any proceeds thereof) that would conflict with prior perfected Liens or any claims thereon in favor of any other Person that is not a Secured Party.

Agreements Regarding Actions to Perfect Liens. (a) The Subordinated Holder ABL Representative agrees on behalf of itself and the other Subordinated Holders agree (by their execution of the Subordinated Debenture Purchase Agreement and/or the Indenture and by their purchase of the Subordinated Debentures thereunder (or otherwise holding or owning any Subordinated Indebtedness)) ABL Secured Parties that all mortgages, deeds of trust, deeds or other security and similar instruments or letter-in-lieu or other similar notices (collectively, “Mortgagesmortgages”) now or hereafter filed against real property or other assets of a Loan Party Real Property in favor of or for the benefit of the Subordinated Holder ABL Representative or any Subordinated Holder, or delivered to any third party shall be in form and content satisfactory to the Senior Agent and shall contain the following notation (notation: “The lien created by this mortgage on the property described herein is junior and subordinate to the lien on such property created by any mortgage, deed of trust or similar language tailored instrument now or hereafter granted to U.S. Bank National Association, as Note Representative, in accordance with the nature provisions of the instrument) in bold type:Intercreditor Agreement dated as of December 3, 2009, as amended from time to time.” (b) The Senior Agent Each of the ABL Representative and the Note Representative hereby acknowledges that, to the extent that it holds, or a third party holds on its behalf, physical possession of or “control” (as defined in the Uniform Commercial Code) over Common Collateral pursuant to the Senior ABL Security Documents or the Note Security Documents, as applicable, such possession or control is also for the benefit of the Subordinated Holder Note Representative and the other Subordinated Holders Note Secured Parties or the ABL Representative and the other ABL Secured Parties, as applicable, solely to the extent required to perfect their Lien security interest (if any) in such Common Collateral. Nothing in the preceding sentence shall be construed to impose any duty on the Senior Agent ABL Representative or the Note Representative (or any third party acting on its either such Person’s behalf) with respect to such Common Collateral or to provide the Subordinated Holder Note Representative, any other Note Secured Party, the ABL Representative or any other Subordinated Holder ABL Secured Party, as applicable, with any rights with respect to such Common Collateral beyond those specified in this Agreement; , the ABL Security Documents and the Note Security Documents, as applicable, provided that subsequent to the occurrence of the Senior Indebtedness ABL Obligations Payment DateDate (so long as the Note Obligations Payment Date shall not have occurred), the Senior Agent ABL Representative shall (i) deliver to the Subordinated Holder Note Representative, at no the Loan Parties’ sole cost or expense to the Senior Agentand expense, the Common Collateral in its possession or control together with any necessary endorsements, without recourse, representation or warranty, endorsements to the extent required by the Subordinated Debenture Note Documents or (ii) direct and deliver such Common Collateral as a court of competent jurisdiction otherwise directs; provided further provided, further, that subsequent to the occurrence of the Note Obligations Payment Date (so long as the ABL Obligations Payment Date shall not have occurred), the Note Representative shall (i) deliver to the ABL Loan Representative, at the Loan Parties’ sole cost and expense, the Collateral in its possession or control together with any necessary endorsements to the extent required by the ABL Documents or (ii) direct and deliver such Collateral as a court of competent jurisdiction otherwise directs; provided, further, that (i) prior to the occurrence of the Note Obligations Payment Date, upon the request of the Note Representative or the Company, the ABL Loan Representative shall turn over to the Note Representative any Note Priority Collateral of which it has physical possession, and (ii) prior to the occurrence of the ABL Obligations Payment Date, upon the request of the ABL Representative or the Company, the Note Representative shall turn over to the ABL Representative any ABL Priority Collateral of which it has physical possession. The provisions of this Agreement are intended solely to govern the respective Lien priorities as between the Senior First Priority ABL Secured Parties and the Subordinated Holders Note Secured Parties and shall not impose on the Senior First Priority ABL Secured Parties or their representatives the Note Secured Parties any obligations in respect of the disposition of any Common Collateral (or any proceeds thereof) that would conflict with prior perfected Liens or any claims thereon in favor of any other Person that is not a Secured Party.

Agreements Regarding Actions to Perfect Liens. (a) The Subordinated Holder With respect to each Type of Common Collateral, the Second Priority Representative agrees, on behalf of itself and the other Subordinated Holders agree (by their execution Second Priority Secured Parties, and the Third Priority Representative agrees, on behalf of itself and the Subordinated Debenture Purchase Agreement and/or the Indenture and by their purchase of the Subordinated Debentures thereunder (other Third Priority Secured Parties, that UCC-1 financing statements, patent, trademark or otherwise holding or owning any Subordinated Indebtedness)) that all mortgages, deeds of trust, deeds copyright filings or other security instruments filings or letter-in-lieu recordings filed or other similar notices (collectively, “Mortgages”) now recorded by or hereafter filed against real property or other assets on behalf of a Loan Party in favor of or for the benefit of the Subordinated Holder such Second Priority Representative or any Subordinated Holder, other Second Priority Secured Party (or delivered to any third party agent or other representative thereof) or such Third Priority Representative or any other Third Priority Secured Party (or any agent or other representative thereof) shall be in form and content reasonably satisfactory to the Senior Agent and shall contain the following notation (or similar language tailored to the nature of the instrument) in bold type:First Priority Representative. (b) The Senior Agent With respect to each Type of Common Collateral, the First Priority Representative hereby acknowledges that, to the extent that it holds, or a third party holds on its behalf, physical possession of or “control” (as defined in the Uniform Commercial Code) over such Common Collateral pursuant to the Senior Security First Priority Documents, such possession or control is also for the benefit of the Subordinated Holder Second Priority Representative and the other Subordinated Holders Second Priority Secured Parties and the Third Priority Representative and the other Third Priority Secured Parties, but solely to the extent required to perfect their Lien security interest in such Common Collateral. Nothing in the preceding sentence shall be construed to impose any duty on the Senior Agent First Priority Representative (or any third party acting on its behalf) with respect to such Common Collateral or to provide the Subordinated Holder any Second Priority Representative or any other Subordinated Holder Second Priority Secured Party or any Third Priority Representative or any other Third Priority Secured Party with respect to such Common Collateral with any rights with respect to such Common Collateral beyond those specified in this Agreement; Agreement and the Second Priority Documents or the Third Priority Documents, as the case may be, provided that subsequent with respect to each Type of Common Collateral, after the occurrence of the Senior Indebtedness First Priority Obligations Payment Date, the Senior Agent First Priority Representative shall (ix) deliver to the Subordinated Holder RepresentativeSecond Priority Representative (and each Loan Party hereby directs such First Priority Representative to so deliver and the Third Priority Representative on behalf of itself and the other Third Priority Secured Parties, consents to such delivery) at no the Borrowers’ sole cost and expense, any stock certificates or expense to the Senior Agent, the promissory notes evidencing or constituting such Common Collateral in its possession or control together with any necessary endorsements, without recourse, representation or warranty, to the extent required by the Subordinated Debenture Documents endorsements or (iiy) direct and deliver such Common Collateral as a court of competent jurisdiction otherwise directs; provided further , and provided, further, that the provisions of this Agreement are intended solely to govern the respective Lien priorities as between the Senior First Priority Secured Parties, the Second Priority Secured Parties and the Subordinated Holders Third Priority Secured Parties and shall not impose on the Senior First Priority Secured Parties or their representatives any obligations in respect of the disposition of any Common Collateral (or any proceeds thereof) that would conflict with prior perfected Liens or any claims thereon in favor of any other Person that is not a Secured Party. (c) Other than as set forth in the first proviso to the second sentence of the immediately preceding clause (b), any First Priority Secured Party with physical possession of or control over Common Collateral shall not have any duty or liability to protect or preserve any rights pertaining to any of such Common Collateral and, except for gross negligence or willful misconduct as determined pursuant to a final non-appealable order of a court of competent jurisdiction, each Second Priority Secured Party and each Third Priority Secured Party hereby waives and releases such Person from all claims and liabilities arising pursuant to such Person’s role as bailee with respect to such Common Collateral.

Agreements Regarding Actions to Perfect Liens. (a) The Subordinated Holder Representative Second Lien Agent on behalf of itself and the other Subordinated Holders agree (Second Lien Secured Parties agrees that UCC-1 financing statements, mortgages, patent, trademark or copyright filings or other filings or recordings filed or recorded by their execution or on behalf of the Subordinated Debenture Purchase Agreement and/or the Indenture and by their purchase of the Subordinated Debentures thereunder (or otherwise holding or owning any Subordinated Indebtedness)) that all mortgages, deeds of trust, deeds or other security instruments or letter-in-lieu or other similar notices (collectively, “Mortgages”) now or hereafter filed against real property or other assets of a Loan Party in favor of or for the benefit of the Subordinated Holder Representative or any Subordinated Holder, or delivered to any third party Second Lien Agent shall be in form and content satisfactory to the Senior Agent and shall contain the following notation (or similar language tailored to the nature of the instrument) in bold type:First Lien Agent. (b) The Senior Collateral Agent hereby acknowledges that, to the extent that it holds, or a third party holds on its behalf, physical possession of or “control” (as defined in the Uniform Commercial CodeUCC) over Common Collateral pursuant to the Senior First Lien Security Documents, such possession or control is also for the benefit of the Subordinated Holder Representative Second Lien Agent and the other Subordinated Holders solely to the extent required to perfect Second Lien Secured Parties for purposes of perfecting their Lien security interest in such Common Collateral. Nothing in the preceding sentence shall be construed to impose any duty on the Senior Collateral Agent (or any third party acting on its behalf) with respect to such Common Collateral or to provide the Subordinated Holder Representative Second Lien Agent or any other Subordinated Holder Second Lien Secured Party with any rights with respect to such Common Collateral beyond those specified in this AgreementAgreement and the Second Lien Security Documents; provided that subsequent to the occurrence of the Senior Indebtedness First Lien Obligations Payment Date, the Senior Collateral Agent shall promptly deliver written notice of the occurrence of same to Second Lien Agent and shall (ix) deliver to the Subordinated Holder RepresentativeSecond Lien Agent, at no the Borrowers’ sole cost or expense to the Senior Agentand expense, the Common Collateral in its possession or control together with any necessary endorsements, without recourse, representation or warranty, endorsements to the extent required by the Subordinated Debenture Documents Second Lien Documents, and shall deliver to Borrowers written notice of such action, or (iiy) direct and deliver such Common Collateral as a court of competent jurisdiction otherwise directs; , and provided further that the provisions of this Agreement are intended solely to govern the respective Lien priorities as between the Senior First Priority Lien Secured Parties and the Subordinated Holders Second Lien Secured Parties, and shall not impose on the Senior Collateral Agent or the First Priority Lien Secured Parties or their representatives any obligations in respect of the disposition of any Common Collateral (or any proceeds thereof) that would conflict with prior perfected Liens or any claims thereon in favor of any other Person that is not a Secured Party.

Agreements Regarding Actions to Perfect Liens. (a) The Subordinated Holder Second Lien Representative on behalf of itself and the other Second Lien Secured Parties agrees that all mortgages and other real estate instruments, UCC-1 financing statements, patent, trademark or copyright filings or other filings or recordings filed or recorded by or on behalf of the Second Lien Representative or any Second Lien Secured Party shall be in form satisfactory to the First Lien Representative. (b) Without the prior written consent of the First Lien Representative, no Second Lien Collateral Document may be amended, supplemented or otherwise modified or entered into nor may any new document be entered into, that provides any collateral security in favor of the Second Lien Representative or any Second Lien Secured Party from any Loan Party. Each of the Second Lien Representative and the other Subordinated Holders agree Second Lien Secured Parties agrees that each Second Lien Collateral Document shall include the following language (by their execution of with defined terms conformed as shall be satisfactory to the Subordinated Debenture Purchase Agreement and/or First Lien Representative): "Notwithstanding anything herein to the Indenture contrary, the liens and by their purchase of security interest granted to the Subordinated Debentures thereunder (or otherwise holding or owning any Subordinated Indebtedness)) that all mortgagesSecond Lien Representative, deeds of trust, deeds or other security instruments or letter-in-lieu or other similar notices (collectively, “Mortgages”) now or hereafter filed against real property or other assets of a Loan Party in favor of or for the benefit of the Subordinated Holder Representative Second Lien Secured Parties, pursuant to this Agreement and the exercise of any right or any Subordinated Holderremedy by the Second Lien Representative, or delivered to any third party shall be in form and content satisfactory for the benefit of the Second Lien Secured Parties, hereunder are subject to the Senior Agent provisions of that certain Intercreditor Agreement, dated as of March 3, 2006 (as amended, restated, supplemented or otherwise modified from time to time, the "INTERCREDITOR AGREEMENT"), among Wachovia Bank, National Association, as First Lien Representative, Wachovia Bank, National Association, as Second Lien Representative, Open Solutions Inc., a Delaware corporation, and shall contain such other parties as may be added thereto from time to time in accordance with the following notation (or similar language tailored to terms thereof. In the nature event of any conflict between the terms of the instrument) in bold type:Intercreditor Agreement and this Agreement, the terms of the Intercreditor Agreement shall govern." (bc) The Senior Agent First Lien Representative, on behalf of itself and the other First Lien Secured Parties, hereby acknowledges that, to the extent that it holds, or a third party holds on its behalf, physical possession of or “"control” " (as defined in the Uniform Commercial CodeUCC) over Common Collateral pursuant to any of the Senior Security First Lien Collateral Documents, such possession or control is also for the benefit of the Subordinated Holder Second Lien Representative and the other Subordinated Holders Second Lien Secured Parties solely to the extent required to perfect their Lien security interest in such Common Collateral. Nothing in the preceding sentence shall be construed to impose any duty on the Senior Agent any First Lien Secured Party (or any third party acting on its behalf) with respect to such Common Collateral or to provide the Subordinated Holder Second Lien Representative or any other Subordinated Holder Second Lien Secured Party with any rights with respect to such Common Collateral beyond those specified in this Agreement; Agreement and the Second Lien Collateral Documents, provided that subsequent to the occurrence Payment in Full of the Senior Indebtedness Payment DateFirst Lien Obligations, the Senior Agent applicable First Lien Secured Party shall (i) deliver to the Subordinated Holder Second Lien Representative, at no the Borrower's sole cost or expense to the Senior Agentand expense, the Common Collateral in its possession or control together with any necessary endorsements, without recourse, representation or warranty, endorsements to the extent required by the Subordinated Debenture Second Lien Collateral Documents or (ii) direct and deliver such Common Collateral as a court of competent jurisdiction otherwise directs; , and provided further that the provisions of this Agreement are intended solely to govern the respective Lien priorities as between the Senior First Priority Lien Secured Parties and the Subordinated Holders Second Lien Secured Parties and shall not impose on the Senior First Priority Lien Secured Parties or their representatives any obligations in respect of the disposition of any Common Collateral (or any proceeds thereof) that would conflict with prior perfected Liens or any claims thereon in favor of any other Person that is not a Secured Party.

Agreements Regarding Actions to Perfect Liens. (a) The Subordinated Holder Each Second Priority Representative on behalf of itself and the other Subordinated Holders agree (Second Priority Secured Parties represented by their execution it agrees that UCC-1 financing statements, patent, trademark or copyright filings or other filings or recordings filed or recorded by or on behalf of the Subordinated Debenture Purchase Agreement and/or Second Priority Representative with respect to the Indenture Common Collateral shall be in form reasonably satisfactory to the Designated First Priority Representative. (b) Each Second Priority Representative agrees on behalf of itself and the other Second Priority Secured Parties represented by their purchase of the Subordinated Debentures thereunder (or otherwise holding or owning any Subordinated Indebtedness)) it that all mortgages, deeds of trust, deeds or other security instruments or letter-in-lieu or other similar notices (collectively, “Mortgages”) now or hereafter filed against real property or other assets of a Loan Party each Second Priority Collateral Document securing Common Collateral in favor of or for the benefit of such Second Priority Representative and the Subordinated Holder Representative or any Subordinated Holderother Second Priority Secured Parties represented by it shall, or delivered unless otherwise agreed to any third party shall be in form and content satisfactory to by the Senior Agent and shall Designated First Priority Representative, contain the following notation (or language to similar language tailored effect approved by the Designated First Priority Representative): “Notwithstanding anything herein to the nature contrary, the lien and security interest created by this agreement on the property described herein and the exercise of any right or remedy by the collateral agent hereunder is subject to the provisions of the instrument) in bold type:Junior Lien Intercreditor Agreement dated as of [•] among Credit Suisse AG, Cayman Islands Branch, as administrative agent and collateral agent for the Existing First Priority Secured Creditors, [•], as administrative agent and collateral agent for the Initial Second Priority Creditors, and each other First Priority Representative and Second Priority Representative from time to time party thereto, and acknowledged and agreed to by [ECOVYST MIDCO II INC., a Delaware corporation, as Holdings, ECOVYST CATALYST TECHNOLOGIES LLC, a Delaware limited liability company, as a Borrower and the Parent Borrower, ECO SERVICES OPERATIONS CORP., a Delaware corporation, as a Borrower,] and each of the other Loan Parties referred to therein, as amended, modified or supplemented from time to time.” (bc) The Senior Agent Each First Priority Representative hereby acknowledges that, to the extent that it holds, or a third party holds on its behalf, physical possession of or “control” (as defined in the Uniform Commercial Code) over Common Collateral pursuant to the Senior Security First Priority Collateral Documents, such possession or control is also for the benefit of and on behalf of, and the Subordinated Holder First Priority Representative or such third party holds such possession or control as bailee and agent for, the Second Priority Representative and the other Subordinated Holders Second Priority Secured Parties solely to the extent required to perfect their Lien security interest in such Common CollateralCollateral (such bailment and agency for perfection being intended, among other things, to satisfy the requirements of Sections 8-301(a)(2) and 9-313(c) of the Uniform Commercial Code). Nothing in the preceding sentence shall be construed to impose any duty on the Senior Agent any First Priority Representative (or any third party acting on its behalf) with respect to such Common Collateral or to provide the Subordinated Holder Second Priority Representative or any other Subordinated Holder Second Priority Secured Party with any rights with respect to such Common Collateral beyond those specified in this Agreement; provided that subsequent to the occurrence of the Senior Indebtedness First Priority Obligations Payment Date, the Senior Agent First Priority Representative shall (i) deliver to the Subordinated Holder Second Priority Representative, at no the Borrowers’ sole cost or expense to the Senior Agentand expense, the Common Collateral in its possession or control together with any necessary endorsements, without recourse, representation or warranty, endorsements to the extent required by the Subordinated Debenture Second Priority Documents (and to the extent not so required, such delivery shall be made to the Parent Borrower) or (ii) direct and deliver such Common Collateral as a court of competent jurisdiction otherwise directs; provided further , and provided, further, that the provisions of this Agreement are intended solely to govern the respective Lien priorities as between the Senior First Priority Secured Parties on the one hand and the Subordinated Holders Second Priority Secured Parties on the other hand and shall not impose on the Senior First Priority Secured Parties or their representatives any obligations in respect of the disposition of any Common Collateral (or any proceeds thereof) that would conflict with prior perfected Liens or any claims thereon in favor of any other Person that is not a Secured Party.

Agreements Regarding Actions to Perfect Liens. (a) The Subordinated Holder Junior Priority Representative on behalf of itself and the Junior Priority Secured Parties agrees that UCC-1 financing statements, patent, trademark or copyright filings or other Subordinated Holders agree (filings or recordings filed or recorded by their execution or on behalf of the Subordinated Debenture Purchase Agreement and/or the Indenture and by their purchase of the Subordinated Debentures thereunder (or otherwise holding or owning any Subordinated Indebtedness)) that all mortgages, deeds of trust, deeds or other security instruments or letter-in-lieu or other similar notices (collectively, “Mortgages”) now or hereafter filed against real property or other assets of a Loan Party in favor of or for the benefit of the Subordinated Holder Junior Priority Representative or any Subordinated Holder, or delivered to any third party shall be in form and content satisfactory to the Senior Agent and shall contain the following notation (or similar language tailored to the nature of the instrument) in bold type:Second Priority Representative. (b) The Senior Agent Junior Priority Representative agrees on behalf of itself and the Junior Priority Secured Parties that all Junior Priority Security Documents entered into on or about the date hereof shall contain the following notation: “The lien and security interest created by this Agreement on the property described herein is junior and subordinate, in accordance with the provisions of the Junior Lien Intercreditor Agreement dated as of [ ], among The Bank of New York Mellon Trust Company, N.A., [ ], Rotech Healthcare Inc. and the other Grantors referred to therein, as amended from time to time, to the lien and security interest on such property created by any similar instrument now or hereafter granted to The Bank of New York Mellon Trust Company, N.A., as collateral agent under the Second Priority Documents, and its successors and assigns, in such property.” The Junior Priority Representative agrees on behalf of itself and the Junior Priority Secured Parties that all other Junior Priority Security Documents shall bear an identical or, in the event that the Existing Second Priority Agreement is no longer extant or The Bank of New York Mellon Trust Company, N.A. shall cease to be the Second Priority Representative, a substantially similar notation. (c) The Second Priority Representative hereby acknowledges agrees that, to the extent that it holds, or a third party holds on its behalf, physical possession of or “control” (as defined in the Uniform Commercial Code) (or any similar concept under foreign law) over Common Shared Collateral pursuant to the Senior Second Priority Security Documents, such possession or control is also for the benefit of the Subordinated Holder Junior Priority Representative and the other Subordinated Holders Junior Priority Secured Parties solely to the extent required to perfect their Lien security interest in such Common CollateralShared Collateral (such bailment being intended, among other things, to satisfy the requirements of Sections 8-106(d)(3), 8-301(a)(2) and 9-313(c) of the Uniform Commercial Code). Nothing in the preceding sentence shall be construed to impose any duty on the Senior Agent Second Priority Representative (or any third party acting on its behalf) with respect to such Common Shared Collateral or to provide the Subordinated Holder Junior Priority Representative or any other Subordinated Holder Junior Priority Secured Party with any rights with respect to such Common Shared Collateral beyond those specified in this AgreementAgreement and the Junior Priority Security Documents; provided that subsequent to the occurrence of the Senior Indebtedness Second Priority Obligations Payment Date, the Senior Agent Second Priority Representative shall (i) deliver to the Subordinated Holder Junior Priority Representative, at no the Issuer’s sole cost or expense to the Senior Agentand expense, the Common Shared Collateral in its possession or control together with any necessary endorsements, without recourse, representation or warranty, endorsements to the extent required by the Subordinated Debenture Junior Priority Documents or (ii) direct and deliver such Common Shared Collateral as a court of competent jurisdiction otherwise directs; provided further provided, however, that the provisions of this Agreement are intended solely to govern the respective Lien priorities as between the Senior First Second Priority Secured Parties and the Subordinated Holders Junior Priority Secured Parties and shall not impose on the Senior First Second Priority Secured Parties or their representatives any obligations in respect of the disposition of any Common Shared Collateral (or any proceeds thereof) that would conflict with prior perfected Liens or any claims thereon in favor of any other Person that is not a Secured Party.

Agreements Regarding Actions to Perfect Liens. (a) The Subordinated Holder Second Priority Representative on behalf of itself and the other Subordinated Holders agree (Second Priority Secured Parties agrees that UCC-1 financing statements, patent, trademark or copyright filings or other filings or recordings filed or recorded by their execution or on behalf of the Subordinated Debenture Purchase Agreement and/or Second Priority Representative shall be in form reasonably satisfactory to the Indenture First Priority Representative. (b) The Second Priority Representative agrees on behalf of itself and by their purchase of the Subordinated Debentures thereunder (or otherwise holding or owning any Subordinated Indebtedness)) other Second Priority Secured Parties that all mortgages, deeds of trust, deeds or other security and similar instruments or letter-in-lieu or other similar notices (collectively, “Mortgagesmortgages”) now or hereafter filed against real property or other assets of a Loan Party in favor of or for the benefit of the Subordinated Holder Second Priority Representative or any Subordinated Holder, or delivered to any third party and the other Second Priority Secured Parties shall be in form and content reasonably satisfactory to the Senior Agent First Priority Representative and shall contain the following notation (notation: “The lien created by this mortgage on the property described herein is junior and subordinate to the lien on such property created by any mortgage, deed of trust or similar language tailored instrument now or hereafter granted to the nature First Priority Representative, and its successors and assigns, in such property, in accordance with the provisions of the instrument) in bold type:Intercreditor Agreement dated as of ___________, 20__ among The Bank of New York Mellon., as Collateral Agent, _______________, as ___________________, ___________________, as the Company, and the other Grantors referred to therein, as amended from time to time.” (bc) The Senior Agent First Priority Representative hereby acknowledges that, to the extent that it holds, or a third party holds on its behalf, physical possession of or “control” (as defined in the Uniform Commercial Code) over Common Collateral pursuant to the Senior First Priority Security Documents, such possession or control is also for the benefit of of, and the Subordinated Holder First Priority Representative or such third party holds such possession or control as bailee and agent for, the Second Priority Representative and the other Subordinated Holders Second Priority Secured Parties solely to the extent required to perfect their Lien security interest in such Common CollateralCollateral (such bailment and agency for perfection being intended, among other things, to satisfy the requirements of Sections 8-301(a)(2) and 9-313(c) of the Uniform Commercial Code). Nothing in the preceding sentence shall be construed to impose any duty on the Senior Agent First Priority Representative (or any third party acting on its behalf) with respect to such Common Collateral or to provide the Subordinated Holder Second Priority Representative or any other Subordinated Holder Second Priority Secured Party with any rights with respect to such Common Collateral beyond those specified in this Agreement; Agreement and the Second Priority Security Documents, provided that subsequent to the occurrence of the Senior Indebtedness First Priority Obligations Payment Date, the Senior Agent First Priority Representative shall (i) deliver to the Subordinated Holder Second Priority Representative, at no the Company’s sole cost or expense to the Senior Agentand expense, the Common Collateral in its possession or control together with any necessary endorsements, without recourse, representation or warranty, endorsements to the extent required by the Subordinated Debenture Second Priority Documents or (ii) direct and deliver such Common Collateral as a court of competent jurisdiction otherwise directs; provided further , and provided, further, that the provisions of this Agreement are intended solely to govern the respective Lien priorities as between the Senior First Priority Secured Parties and the Subordinated Holders Second Priority Secured Parties and shall not impose on the Senior First Priority Secured Parties or their representatives any obligations in respect of the disposition of any Common Collateral (or any proceeds thereof) that would conflict with prior perfected Liens or any claims thereon in favor of any other Person that is not a Secured Party.

Agreements Regarding Actions to Perfect Liens. (a) The Subordinated Holder Junior Priority Representative on behalf of itself and the Junior Priority Secured Parties agrees that UCC-1 financing statements, patent, trademark or copyright filings or other Subordinated Holders agree (filings or recordings filed or recorded by their execution or on behalf of the Subordinated Debenture Purchase Agreement and/or the Indenture and by their purchase of the Subordinated Debentures thereunder (or otherwise holding or owning any Subordinated Indebtedness)) that all mortgages, deeds of trust, deeds or other security instruments or letter-in-lieu or other similar notices (collectively, “Mortgages”) now or hereafter filed against real property or other assets of a Loan Party in favor of or for the benefit of the Subordinated Holder Junior Priority Representative or any Subordinated Holder, or delivered to any third party shall be in form and content satisfactory to the Senior Agent and shall contain the following notation (or similar language tailored to the nature of the instrument) in bold type:First Priority Representative. (b) The Senior Agent Junior Priority Representative agrees on behalf of itself and the Junior Priority Secured Parties that all Junior Priority Security Documents entered into on or about the date hereof shall contain the following notation: “The lien and security interest created by [this Agreement] on the property described herein is junior and subordinate, in accordance with the provisions of the Junior Lien Intercreditor Agreement dated as of [ ], among [ ], [ ], Diamond Resorts Corporation and the other Grantors referred to therein, as amended from time to time, to the lien and security interest on such property created by any similar instrument now or hereafter granted to [ ], as collateral agent under the First Priority Documents, and its successors and assigns, in such property.” The Junior Priority Representative agrees on behalf of itself and the Junior Priority Secured Parties that all other Junior Priority Security Documents shall bear an identical or, in the event that the Existing First Priority Agreement is no longer extant or [ ] shall cease to be the First Priority Representative, a substantially similar notation. (c) The First Priority Representative hereby acknowledges agrees that, to the extent that it holds, or a third party holds on its behalf, physical possession of or “control” (as defined in the Uniform Commercial Code) (or any similar concept under foreign law) over Common Shared Collateral pursuant to the Senior First Priority Security Documents, such possession or control is also for the benefit of the Subordinated Holder Junior Priority Representative and the other Subordinated Holders Junior Priority Secured Parties solely to the extent required to perfect their Lien security interest in such Common CollateralShared Collateral (such bailment being intended, among other things, to satisfy the requirements of Sections 8-106(d)(3), 8-301(a)(2) and 9-313(c) of the Uniform Commercial Code). Nothing in the preceding sentence shall be construed to impose any duty on the Senior Agent First Priority Representative (or any third party acting on its behalf) with respect to such Common Shared Collateral or to provide the Subordinated Holder Junior Priority Representative or any other Subordinated Holder Junior Priority Secured Party with any rights with respect to such Common Shared Collateral beyond those specified in this AgreementAgreement and the Junior Priority Security Documents; provided that subsequent to the occurrence of the Senior Indebtedness First Priority Obligations Payment Date, the Senior Agent First Priority Representative shall (i) deliver to the Subordinated Holder Junior Priority Representative, at no the Issuer’s sole cost or expense to the Senior Agentand expense, the Common Shared Collateral in its possession or control together with any necessary endorsements, without recourse, representation or warranty, endorsements to the extent required by the Subordinated Debenture Junior Priority Documents or (ii) direct and deliver such Common Shared Collateral as a court of competent jurisdiction otherwise directs; provided further provided, however, that the provisions of this Agreement are intended solely to govern the respective Lien priorities as between the Senior First Priority Secured Parties and the Subordinated Holders Junior Priority Secured Parties and shall not impose on the Senior First Priority Secured Parties or their representatives any obligations in respect of the disposition of any Common Shared Collateral (or any proceeds thereof) that would conflict with prior perfected Liens or any claims thereon in favor of any other Person that is not a Secured Party.

Agreements Regarding Actions to Perfect Liens. (a) The Subordinated Holder ABL Representative agrees on behalf of itself and the other Subordinated Holders agree (by their execution of the Subordinated Debenture Purchase Agreement and/or the Indenture and by their purchase of the Subordinated Debentures thereunder (or otherwise holding or owning any Subordinated Indebtedness)) ABL Secured Parties that all mortgages, deeds of trust, deeds or other security and similar instruments or letter-in-lieu or other similar notices (collectively, “Mortgagesmortgages”) now or hereafter filed against real property or other assets of a Loan Party Real Property in favor of or for the benefit of the Subordinated Holder ABL Representative or any Subordinated Holder, or delivered to any third party shall be in form and content satisfactory to the Senior Agent and shall contain the following notation (notation: “The lien created by this mortgage on the property described herein is junior and subordinate to the lien on such property created by any mortgage, deed of trust or similar language tailored instrument now or hereafter granted to JPMorgan Chase Bank, N.A., as Term Loan Representative, in accordance with the nature provisions of the instrument) in bold type:Intercreditor Agreement dated as of November 8, 2016, as amended from time to time.” (b) The Senior Agent Each of the ABL Representative and the Term Loan Representative hereby acknowledges that, to the extent that it holds, or a third party holds on its behalf, physical possession of or “control” (as defined in the Uniform Commercial Code) over Common Collateral pursuant to the Senior ABL Security Documents or the Term Loan Security Documents, as applicable, such possession or control is also for the benefit of the Subordinated Holder Term Loan Representative and the other Subordinated Holders Term Loan Secured Parties or the ABL Representative and the other ABL Secured Parties, as applicable, solely to the extent required to perfect their Lien security interest (if any) in such Common Collateral. Nothing in the preceding sentence shall be construed to impose any duty on the Senior Agent ABL Representative or the Term Loan Representative (or any third party acting on its either such Person’s behalf) with respect to such Common Collateral or to provide the Subordinated Holder Term Loan Representative, any other Term Loan Secured Party, the ABL Representative or any other Subordinated Holder ABL Secured Party, as applicable, with any rights with respect to such Common Collateral beyond those specified in this Agreement; , the ABL Security Documents and the Term Loan Security Documents, as applicable, provided that subsequent to the occurrence of the Senior Indebtedness ABL Obligations Payment DateDate (so long as the Term Loan Obligations Payment Date shall not have occurred), the Senior Agent ABL Representative shall (i) deliver to the Subordinated Holder Term Loan Representative, at no the Loan Parties’ sole cost or expense to the Senior Agentand expense, the Common Collateral in its possession or control together with any necessary endorsements, without recourse, representation or warranty, endorsements to the extent required by the Subordinated Debenture Term Loan Documents or (ii) direct and deliver such Common Collateral as a court of competent jurisdiction otherwise directs; provided further provided, further, that subsequent to the occurrence of the Term Loan Obligations Payment Date (so long as the ABL Obligations Payment Date shall not have occurred), the Term Loan Representative shall (i) deliver to the ABL Representative, at the Loan Parties’ sole cost and expense, the Collateral in its possession or control together with any necessary endorsements to the extent required by the ABL Documents or (ii) direct and deliver such Collateral as a court of competent jurisdiction otherwise directs; provided, further, that (i) prior to the occurrence of the Term Loan Obligations Payment Date, upon the request of the Term Loan Representative or the Borrower, the ABL Loan Representative shall turn over to the Term Loan Representative any Term Loan Priority Collateral of which it has physical possession, and (ii) prior to the occurrence of the ABL Obligations Payment Date, upon the request of the ABL Representative or the Borrower, the Term Loan Representative shall turn over to the ABL Representative any ABL Priority Collateral of which it has physical possession. The provisions of this Agreement are intended solely to govern the respective Lien priorities as between the Senior First Priority ABL Secured Parties and the Subordinated Holders Term Loan Secured Parties and shall not impose on the Senior First Priority ABL Secured Parties or their representatives the Term Loan Secured Parties any obligations in respect of the disposition of any Common Collateral (or any proceeds thereof) that would conflict with prior perfected Liens or any claims thereon in favor of any other Person that is not a Secured Party.

Agreements Regarding Actions to Perfect Liens. (a) The Subordinated Holder Each Second Lien Priority Representative agrees on behalf of itself and the other Second Lien Priority Secured Parties that each security agreement now or hereafter entered into for the benefit of such Second Lien Priority Representative and the other Subordinated Holders agree (by their execution Second Lien Priority Secured Parties shall be substantially similar in all material respects to the corresponding security agreement in favor of the Subordinated Debenture Purchase Agreement and/or the Indenture and by their purchase of the Subordinated Debentures thereunder (Controlling First Lien Priority Representative or otherwise holding or owning any Subordinated Indebtedness)in form reasonably satisfactory to the Controlling First Lien Priority Representative; provided, that the rights, privileges, protections, indemnities and immunities set forth in such security agreements with respect to such Second Lien Priority Representative shall be satisfactory to such Second Lien Priority Representative in its sole discretion. (b) Each Second Lien Priority Representative agrees on behalf of itself and the other Second Lien Priority Secured Parties that all mortgages, deeds of trust, deeds or other security and similar instruments or letter-in-lieu or other similar notices (collectively, “Mortgagesmortgages”) now or hereafter filed against real property or other assets of a Loan Party in favor of or for the benefit of such Second Lien Priority Representative (or its agent) and the Subordinated Holder Representative or any Subordinated Holder, or delivered to any third party other Second Lien Priority Secured Parties shall be substantially similar in all material respects to the corresponding mortgage in favor of the Controlling First Lien Priority Representatives or otherwise in form and content reasonably satisfactory to the Senior Agent Controlling First Lien Priority Representative (provided, that such Second Lien Priority Representative shall not be responsible for the filing, form, content or renewal of such mortgage; and provided further, that the rights, privileges, protections, indemnities and immunities set forth in such mortgages with respect to such Second Lien Priority Representative shall be satisfactory to such Second Lien Priority Representative in its sole discretion) and shall contain the following notation (or similar equivalent language tailored reasonably acceptable to the nature Controlling First Lien Priority Representative): “The lien created by this mortgage on the property described herein is junior and subordinate to the lien on such property created by any mortgage, deed of trust or similar instrument now or hereafter granted to the First Lien Priority Representatives, and their successors and assigns, in such property, in accordance with the provisions of the instrument) in bold type:Intercreditor Agreement dated as of August 24, 2023 among JPMorgan Chase Bank, N.A., as Initial First Lien Priority Representative, The Bank of New York Mellon Trust Company, N.A., as Initial Second Lien Priority Representative, Anywhere Real Estate Group LLC, as the Borrower, and the other Loan Parties referred to therein, as amended from time to time.” (bc) The Senior Agent Each First Lien Priority Representative hereby acknowledges that, to the extent that it holds, or a third party holds on its behalf, physical possession of or “control” (as defined in the Uniform Commercial Code) over Common Collateral pursuant to the Senior First Lien Priority Security Documents, such possession or control is also for the benefit of of, and such First Lien Priority Representative or such third party holds such possession or control as bailee and agent for, the Subordinated Holder Representative Second Lien Priority Representatives and the other Subordinated Holders Second Lien Priority Secured Parties solely to the extent required to perfect their Lien security interest in such Common CollateralCollateral (such bailment and agency for perfection being intended, among other things, to satisfy the requirements of Sections 8-301(a)(2) and 9-313(c) of the Uniform Commercial Code). Nothing in the preceding sentence sentences shall be construed to impose any duty on the Senior Agent such First Lien Priority Representative (or any third party acting on its behalf) with respect to such Common Collateral or to provide the Subordinated Holder Representative Second Lien Priority Representatives or any other Subordinated Holder Second Lien Priority Secured Party with any rights with respect to such Common Collateral beyond those specified in this Agreement; Agreement and the Second Lien Priority Security Documents, provided that subsequent to the occurrence of the Senior Indebtedness First Lien Priority Obligations Payment Date, the Senior Agent each First Lien Priority Representative shall (i) deliver to the Subordinated Holder Controlling Second Lien Priority Representative, at no the Borrower’s sole cost or expense to the Senior Agentand expense, the Common Collateral in its possession or control together with any necessary endorsements, without recourse, representation or warranty, endorsements to the extent required by the Subordinated Debenture Second Lien Priority Documents or (ii) direct and deliver such Common Collateral as a court of competent jurisdiction otherwise directs; provided further , and provided, further, that the provisions of this Agreement are intended solely to govern the respective Lien priorities as between the Senior First Lien Priority Secured Parties and the Subordinated Holders Second Lien Priority Secured Parties and shall not impose on the Senior First Lien Priority Secured Parties or their representatives any obligations in respect of the disposition of any Common Collateral (or any proceeds thereof) that would conflict with prior perfected Liens or any claims thereon in favor of any other Person that is not a Secured Party.

Agreements Regarding Actions to Perfect Liens. (a) The Subordinated Holder Representative and the Second Priority Secured Party agrees that UCC-1 financing statements, patent, trademark or copyright filings or other Subordinated Holders agree (filings or recordings filed or recorded by their execution or on behalf of the Subordinated Debenture Purchase Agreement and/or the Indenture and by their purchase of the Subordinated Debentures thereunder (or otherwise holding or owning any Subordinated Indebtedness)) that all mortgages, deeds of trust, deeds or other security instruments or letter-in-lieu or other similar notices (collectively, “Mortgages”) now or hereafter filed against real property or other assets of a Loan Second Priority Secured Party in favor of or for the benefit of the Subordinated Holder Representative or any Subordinated Holder, or delivered to any third party shall be in form and content satisfactory to the Senior Agent and shall contain the following notation (or similar language tailored to the nature of the instrument) in bold type:First Priority Representative. (b) The Senior Each of the First Priority Representative and the First Priority Collateral Agent hereby acknowledges that, to the extent that it holds, or a third party holds on its behalf, physical possession of or “control” (as defined in the Uniform Commercial Code) over over, or to the extent is it granted access to or other rights with respect to any, Common Collateral pursuant to the Senior First Priority Security DocumentsDocuments (including pursuant to any deposit account control agreement, securities account control agreement, lien acknowledgment, landlord waiver, subordination or access agreement or any other documentation), such possession possession, control or control other rights is also for the benefit of the Subordinated Holder Representative and the other Subordinated Holders Second Priority Secured Party solely to the extent required to perfect or protect their Lien security interest in such the Common Collateral or to the extent required to obtain access to or rights in the Common Collateral. Nothing in the preceding sentence shall be construed to impose any duty on the Senior Agent First Priority Representative (or any third party acting on its behalf) with respect to such Common Collateral or to provide the Subordinated Holder Representative or any other Subordinated Holder Second Priority Secured Party with any rights with respect to such Common Collateral beyond those specified in this Agreement; Agreement and the Second Priority Security Documents, provided that subsequent to the occurrence of the Senior Indebtedness First Priority Obligations Payment Date, the Senior Agent First Priority Representative shall (i) deliver to the Subordinated Holder RepresentativeSecond Priority Secured Party, at no the Borrower’s sole cost or expense to the Senior Agentand expense, the Common Collateral in its possession or control together with any necessary endorsements, without recourse, representation or warranty, endorsements to the extent required by the Subordinated Debenture Second Priority Documents or (ii) direct and deliver such Common Collateral as a court of competent jurisdiction otherwise directs; provided further , and provided, further, that the provisions of this Agreement are intended solely to govern the respective Lien priorities as between the Senior First Priority Secured Parties and the Subordinated Holders Second Priority Secured Party and shall not impose on the Senior First Priority Secured Parties or their representatives any obligations in respect of the disposition of any Common Collateral (or any proceeds thereof) that would conflict with prior perfected Liens or any claims thereon in favor of any other Person that is not a Secured Party.

Agreements Regarding Actions to Perfect Liens. (a) The Subordinated Holder Second Priority Representative on behalf of itself and the other Subordinated Holders agree (Second Priority Secured Parties agrees that UCC-1 financing statements, patent, trademark or copyright filings or other filings or recordings filed or recorded by their execution or on behalf of the Subordinated Debenture Purchase Agreement and/or Second Priority Representative shall be in form reasonably satisfactory to the Indenture First Priority Representative. (b) The Second Priority Representative agrees on behalf of itself and by their purchase of the Subordinated Debentures thereunder (or otherwise holding or owning any Subordinated Indebtedness)) other Second Priority Secured Parties that all mortgages, deeds of trust, deeds or other security and similar instruments or letter-in-lieu or other similar notices (collectively, “Mortgagesmortgages”) now or hereafter thereafter filed against real property or other assets of a Loan Party in favor of or for the benefit of the Subordinated Holder Second Priority Representative or any Subordinated Holder, or delivered to any third party shall be in form and content reasonably satisfactory to the Senior Agent First Priority Representative and shall contain the following notation (notation: “The lien created by this mortgage on the property described herein is junior and subordinate to the lien on such property created by any mortgage, deed of trust or similar language tailored instrument now or hereafter granted to Wilmington Trust, National Association, as Collateral Trustee, and its successors and assigns, in such property, in accordance with the nature provisions of the instrument) in bold type:Intercreditor Agreement, dated as of June 16, 2020, among Wilmington Trust, National Association, as First Priority Representative, Wilmington Trust, National Association, as Second Priority Representative, and the Grantors referred to therein, as amended from time to time.” (bc) The Senior Agent First Priority Representative hereby acknowledges that, to the extent that it holds, or a third party holds on its behalf, physical possession of or “control” (as defined in the Uniform Commercial Code) over Common Collateral pursuant to the Senior First Priority Security Documents, such possession or control is also for the benefit of the Subordinated Holder Second Priority Representative and the other Subordinated Holders Second Priority Secured Parties solely to the extent required to perfect their Lien security interest in such Common Collateral. Nothing in the preceding sentence shall be construed to impose any duty on the Senior Agent First Priority Representative (or any third party acting on its behalf) with respect to such Common Collateral or to provide the Subordinated Holder Second Priority Representative or any other Subordinated Holder Second Priority Secured Party with any rights with respect to such Common Collateral beyond those specified in this Agreement; Agreement and the Second Priority Security Documents, provided that subsequent to the occurrence of the Senior Indebtedness First Priority Obligations Payment Date, the Senior Agent First Priority Representative shall (i) deliver to the Subordinated Holder Second Priority Representative, at no the Company’s sole cost or expense to the Senior Agentand expense, the Common Collateral in its possession or control together with any necessary endorsements, without recourse, representation or warranty, endorsements to the extent required by the Subordinated Debenture Second Priority Documents or (ii) direct and deliver such Common Collateral as a court of competent jurisdiction otherwise directs; provided further , and provided, further, that the provisions of this Agreement are intended solely to govern the respective Lien priorities as between the Senior First Priority Secured Parties and the Subordinated Holders and shall not impose on the Senior First Priority Secured Parties or their representatives any obligations in respect of the disposition of any Common Collateral (or any proceeds thereof) that would conflict with prior perfected Liens or any claims thereon in favor of any other Person that is not a Secured Party.Secured

Agreements Regarding Actions to Perfect Liens. (a) The Subordinated Holder Second Priority Representative agrees on behalf of itself and the other Subordinated Holders agree (by their execution of the Subordinated Debenture Purchase Agreement and/or the Indenture and by their purchase of the Subordinated Debentures thereunder (or otherwise holding or owning any Subordinated Indebtedness)) Second Priority Secured Parties that all mortgages, deeds of trust, deeds or other security instruments or letter-in-lieu or other similar notices (collectively, “Mortgages”) now or hereafter filed against real property or other assets of a Loan Party in favor of or for the benefit of the Subordinated Holder Representative or any Subordinated Holder, or delivered to any third party shall be in form and content satisfactory to the Senior Agent and Second Priority Security Documents shall contain the following notation (or similar language tailored notation: “The lien created by [this Agreement] on the Common Collateral is junior and subordinate to the nature lien on such Common Collateral created by any similar instrument now or hereafter granted to Santander Consumer USA Inc. and Manheim Automotive Financial Services, Inc., their respective successors and assigns and any additional lenders from time to time party to the Third Amended and Restated Loan and Security Agreement, dated as of August 10, 2009, as amended, modified or supplemented from time to time, among Santander Consumer USA Inc., Manheim Automotive Financial Services, Inc. and [applicable Second Lien Issuers], in such property, in accordance with the provisions of the instrument) Intercreditor Agreement dated as of June 4, 2010, as amended, modified or supplemented from time to time, among Santander Consumer USA Inc. and Manheim Automotive Financial Services, Inc., as First Priority Creditors, Xxxxx Fargo Bank, National Association, as Second Priority Representative, and the other parties referred to therein, as amended from time to time,” or any substantially similar notation reasonably requested in bold type:writing by the holders of First Priority Obligations prior to the execution of such Second Priority Security Document. (b) The Senior Agent First Priority Creditors hereby acknowledges agree that, to the extent that it holdsthey hold, or a third party holds on its their behalf, physical possession of or “control” (as defined in the Uniform Commercial Code) (or any similar concept under foreign law) over Common Collateral pursuant to the Senior First Priority Security Documents, such possession or control is also for the benefit of the Subordinated Holder Second Priority Representative and the other Subordinated Holders Second Priority Secured Parties solely to the extent required to perfect their Lien security interest in such Common Collateral. Nothing in the preceding sentence shall be construed to impose any duty on the Senior Agent First Priority Creditors (or any third party acting on its their behalf) with respect to such Common Collateral or to provide the Subordinated Holder Second Priority Representative or any other Subordinated Holder Second Priority Secured Party with any rights with respect to such Common Collateral beyond those specified in this AgreementAgreement and the Second Priority Security Documents; provided that subsequent to as promptly as practicable following the occurrence of the Senior Indebtedness First Priority Obligations Payment Date, the Senior Agent First Priority Creditors shall (i) deliver to the Subordinated Holder Second Priority Representative, at no the Borrowers’ sole cost or expense to the Senior Agentand expense, the Common Collateral in its their possession or control together with any necessary endorsements, without recourse, representation or warranty, endorsements to the extent required by the Subordinated Debenture Second Priority Documents or (ii) deliver such Common Collateral as a court of competent jurisdiction otherwise directs; provided further provided, further, that the provisions of this Agreement are intended solely to govern the respective Lien priorities as between the Senior First Priority Creditors and the Second Priority Secured Parties and with respect to the Subordinated Holders Common Collateral and shall not impose on the Senior First Priority Secured Parties or their representatives Creditors any obligations in respect of the disposition of any Common Collateral (or any proceeds thereof) that would conflict with prior perfected Liens or any claims thereon in favor of any other Person that is not a Second Priority Secured Party. The Loan Parties shall take such further actions as may be reasonably requested by the Second Priority Representative to effectuate the transfer of the Common Collateral upon the occurrence of the First Priority Obligations Payment Date to the Second Priority Representative contemplated hereby.

Agreements Regarding Actions to Perfect Liens. (a) The Subordinated Holder Term Loan Representative agrees on behalf of itself and the other Subordinated Holders agree (by their execution of the Subordinated Debenture Purchase Agreement and/or the Indenture and by their purchase of the Subordinated Debentures thereunder (or otherwise holding or owning any Subordinated Indebtedness)) Term Loan Secured Parties that all mortgages, deeds of trust, deeds or other security and similar instruments or letter-in-lieu or other similar notices (collectively, “Mortgages”) now or hereafter that may from time to time be filed against real property or other assets of a Loan Party Real Property in favor of or for the benefit of the Subordinated Holder Term Loan Representative or any Subordinated Holder, or delivered to any third party shall be in form and content satisfactory to the Senior Agent and shall contain the following notation (notation: “The lien created by this mortgage on the property described herein is junior and subordinate to the lien on such property created by any mortgage, deed of trust or similar language tailored instrument now or hereafter granted to JPMorgan Chase Bank, N.A., as ABL Representative, in accordance with the nature provisions of the instrument) in bold type:Intercreditor Agreement, dated as of July 27, 2012, as amended from time to time.” (b) The Senior Agent Each of the ABL Representative and the Term Loan Representative hereby acknowledges that, to the extent that it holds, or a third party holds on its behalf, physical possession of or “control” (as defined in the Uniform Commercial Code) over Common Collateral pursuant to the Senior ABL Security Documents or the Term Loan Security Documents, as applicable, such possession or control is also for the benefit of the Subordinated Holder Term Loan Representative and the other Subordinated Holders Term Loan Secured Parties or the ABL Representative and the other ABL Secured Parties, as applicable, and the Senior Representative agrees to act as agent for the benefit of the Junior Secured Parties under each control agreement entered into with respect to any such Common Collateral, in each case, solely to the extent required to perfect their Lien security interest in such Common Collateral. Nothing in the preceding sentence shall be construed to impose any duty (including, without limitation, any fiduciary duty or other implied duty) on the Senior Agent ABL Representative or the Term Loan Representative (or any third party acting on its either such Person’s behalf) with respect to such Common Collateral or to provide the Subordinated Holder Term Loan Representative, any other Term Loan Secured Party, the ABL Representative or any other Subordinated Holder ABL Secured Party, as applicable, with any rights with respect to such Common Collateral beyond those specified in this Agreement; , the ABL Security Documents and the Term Loan Security Documents, as applicable, provided that that, subsequent to the occurrence of the Senior Indebtedness ABL Obligations Payment DateDate (so long as the Term Loan Obligations Payment Date shall not have occurred), the Senior Agent ABL Representative shall (i) deliver to the Subordinated Holder Term Loan Representative, at no the Domestic Loan Parties’ sole cost or expense to the Senior Agentand expense, the Common Collateral in its possession or control together with any necessary endorsements, without recourse, representation or warranty, endorsements to the extent required by the Subordinated Debenture Term Loan Documents or (ii) direct and deliver such Common Collateral as a court of competent jurisdiction otherwise directs; provided further provided, further, that subsequent to the occurrence of the Term Loan Obligations Payment Date (so long as the ABL Obligations Payment Date shall not have occurred), the Term Loan Representative shall (i) deliver to the ABL Loan Representative, at the Domestic Loan Parties’ sole cost and expense, the Common Collateral in its possession or control together with any necessary endorsements to the extent required by the ABL Documents or (ii) direct and deliver such Common Collateral as a court of competent jurisdiction otherwise directs. The provisions of this Agreement are intended solely to govern the respective Lien priorities as between the Senior First Priority ABL Secured Parties and the Subordinated Holders Term Loan Secured Parties and shall not impose on the Senior First Priority ABL Secured Parties or their representatives the Term Loan Secured Parties any obligations in respect of the disposition of any Common Collateral (or any proceeds thereof) that would conflict with prior perfected Liens or any claims thereon in favor of any other Person that is not a Secured Party. Nothing in the first sentence of this paragraph shall be construed to create any liability of the ABL Secured Parties to any of the Term Loan Secured Parties by reason of actions taken with respect to the creation, perfection or continuation of the security interest on any ABL Priority Collateral, actions with respect to the occurrence of an “Event of Default” under the Loan Documents, actions with respect to the foreclosure upon, sale, release, or depreciation of, or failure to realize upon, any of the ABL Priority Collateral or action with respect to the use or protection of the ABL Priority Collateral.

Agreements Regarding Actions to Perfect Liens. (a) The Subordinated Holder Second Priority Representative on behalf of itself and the other Subordinated Holders agree (Second Priority Secured Parties agrees that UCC-1 financing statements, patent, trademark or copyright filings or other filings or recordings filed or recorded by their execution or on behalf of the Subordinated Debenture Purchase Agreement and/or the Indenture and by their purchase of the Subordinated Debentures thereunder (or otherwise holding or owning any Subordinated Indebtedness)) that all mortgages, deeds of trust, deeds or other security instruments or letter-in-lieu or other similar notices (collectively, “Mortgages”) now or hereafter filed against real property or other assets of a Loan Party in favor of or for the benefit of the Subordinated Holder Second Priority Representative or any Subordinated Holder, or delivered to any third party shall be in form and content satisfactory to the Senior Agent and shall contain the following notation (or similar language tailored to the nature of the instrument) in bold type:First Priority Representative. (b) The Senior Agent Second Priority Representative agrees on behalf of itself and the other Second Priority Secured Parties that all Second Priority Security Documents entered into on or about the date hereof shall contain the following notation: “The lien and security interest created by this Agreement on the property described herein is junior and subordinate, in accordance with the provisions of the Intercreditor Agreement dated as of July 19, 2011, among JPMorgan Chase Bank, N.A., in its capacity as First Lien Collateral Agent, Union Bank, N.A., in its capacity as Second Lien Collateral Agent, Dynacast International LLC and the other Grantors referred to therein, as amended from time to time, to the lien and security interest on such property created by any similar instrument now or hereafter granted to JPMorgan Chase Bank, N.A., as collateral agent under the Credit Facility Documents and each of its successors and assigns, in such property.” The Second Priority Representative agrees on behalf of itself and the other Second Priority Secured Parties that all other Second Priority Security Documents shall bear an identical or, in the event that the Credit Facility is no longer extant or JPMorgan Chase Bank, N.A. (in its capacity as First Lien Collateral Agent) shall cease to be the First Priority Representative, a substantially similar notation. (c) The First Priority Representative hereby acknowledges agrees that, to the extent that it holds, or a third party holds on its behalf, physical possession of or “control” (as defined in the Uniform Commercial Code) (or any similar concept under foreign law) over Common Collateral pursuant to the Senior First Priority Security Documents, such possession or control is also for the benefit of the Subordinated Holder Second Priority Representative and the other Subordinated Holders Second Priority Secured Parties solely to the extent required to perfect their Lien security interest in such Common CollateralCollateral (such bailment being intended, among other things, to satisfy the requirements of Sections 8-106(d)(3), 8-301(a)(2) and 9-313(c) of the Uniform Commercial Code). Nothing in the preceding sentence shall be construed to impose any duty on the Senior Agent First Priority Representative (or any third party acting on its behalf) with respect to such Common Collateral or to provide the Subordinated Holder Second Priority Representative or any other Subordinated Holder Second Priority Secured Party with any rights with respect to such Common Collateral beyond those specified in this AgreementAgreement and the Second Priority Security Documents; provided that subsequent to the occurrence of the Senior Indebtedness First Lien Obligations Payment Date, the Senior Agent First Priority Representative shall (i) deliver to the Subordinated Holder Second Priority Representative, at no the Company’s sole cost or expense to the Senior Agentand expense, the Common Collateral in its possession or control together with any necessary endorsements, without recourse, representation or warranty, endorsements to the extent required by the Subordinated Debenture Second Priority Documents or (ii) direct and deliver such Common Collateral as a court of competent jurisdiction otherwise directs; provided further provided, however, that the provisions of this Agreement are intended solely to govern the respective Lien priorities as between the Senior First Priority Secured Parties and the Subordinated Holders Second Priority Secured Parties and shall not impose on the Senior First Priority Secured Parties or their representatives any obligations in respect of the disposition of any Common Collateral (or any proceeds thereof) that would conflict with prior perfected Liens or any claims thereon in favor of any other Person that is not a Secured Party.

Agreements Regarding Actions to Perfect Liens. (a) The Subordinated Holder Representative and the other Subordinated Holders agree (by their execution of the Subordinated Debenture Purchase Agreement and/or the Indenture and by their purchase of the Subordinated Debentures thereunder (or otherwise holding or owning any Subordinated Indebtedness)) Purchaser agrees that all mortgages, debentures, deeds of trust, deeds or other security and similar instruments or letter-in-lieu or other similar notices (collectively, “Mortgagesmortgages”) now or hereafter filed against real property or other assets of a Loan Party Real Property in favor of or for the benefit of the Subordinated Holder Representative or any Subordinated Holder, or delivered to any third party shall be in form and content satisfactory to the Senior Agent and Purchaser shall contain the following notation (notation: “The lien created by this mortgage on the property described herein is junior and subordinate to the lien on such property created by any mortgage, deed of trust or similar language tailored instrument now or hereafter granted to JPMorgan Chase Bank, N.A., as Senior Debt Representative, in accordance with the nature provisions of the instrument) in bold type:Intercreditor Agreement dated as of October 20, 2010, as amended from time to time.” (b) The Each of the Senior Agent Debt Representative and the Purchaser hereby acknowledges that, to the extent that it holds, or a third party holds on its behalf, physical possession of or “control” (as defined in the Uniform Commercial CodeUCC and the PPSA) over Common Collateral pursuant to the Senior Debt Security Documents or the Royal Gold Security Documents, as applicable, such possession or control is also for the benefit of the Subordinated Holder Purchaser or the Senior Debt Representative and the other Subordinated Holders Senior Debt Secured Parties, as applicable, solely to the extent required to perfect their Lien security interest in such Common Collateral. Nothing in the preceding sentence shall be construed to impose any duty on the Senior Agent Debt Representative or the Purchaser (or any third party acting on its either such Person's behalf) with respect to such Common Collateral or to provide the Subordinated Holder Purchaser, the Senior Debt Representative or any other Subordinated Holder Senior Debt Secured Party, as applicable, with any rights with respect to such Common Collateral beyond those specified in this Agreement; , the Senior Debt Security Documents and the Royal Gold Security Documents, as applicable, provided that subsequent to the occurrence of the Senior Indebtedness Debt Obligations Payment DateDate (so long as the Royal Gold Obligations Payment Date shall not have occurred), the Senior Agent Debt Representative shall (i) deliver to the Subordinated Holder RepresentativePurchaser, at no the Vendor’s sole cost or expense to the Senior Agentand expense, the Common Collateral in its possession or control together with any necessary endorsements, without recourse, representation or warranty, endorsements to the extent required by the Subordinated Debenture Royal Gold Documents or (ii) direct and deliver such Common Collateral as a court of competent jurisdiction otherwise directs; provided further provided, further, that subsequent to the occurrence of the Royal Gold Obligations Payment Date (so long as the Senior Debt Obligations Payment Date shall not have occurred), the Purchaser shall (i) deliver to the Senior Debt Representative, at the Vendor’s sole cost and expense, the Collateral in its possession or control together with any necessary endorsements to the extent required by the Senior Debt Documents or (ii) direct and deliver such Collateral as a court of competent jurisdiction otherwise directs; provided, further, that (i) prior to the occurrence of the Royal Gold Obligations Payment Date, upon the request of the Purchaser, the Senior Debt Representative shall turn over to the Purchaser any Royal Gold Priority Collateral of which it has physical possession, and (ii) prior to the occurrence of the Senior Debt Obligations Payment Date, upon the request of the Senior Debt Representative, the Purchaser shall turn over to the Senior Debt Representative any Senior Debt Priority Collateral of which it has physical possession. The provisions of this Agreement are intended solely to govern the respective Lien priorities as between the Senior First Priority Debt Secured Parties and the Subordinated Holders Purchaser and shall not impose on the Senior First Priority Debt Secured Parties or their representatives the Purchaser any obligations in respect of the disposition of any Common Collateral (or any proceeds thereof) that would conflict with prior perfected Liens or any claims thereon in favor of any other Person that is not a Secured Party.

Agreements Regarding Actions to Perfect Liens. (a) The Subordinated Holder With respect to each Type of Common Collateral, the Second Priority Representative agrees, on behalf of itself and the other Subordinated Holders agree (Second Priority Secured Parties, that UCC-1 financing statements, patent, trademark or copyright filings or other filings or recordings filed or recorded by their execution or on behalf of the Subordinated Debenture Purchase Agreement and/or the Indenture and by their purchase of the Subordinated Debentures thereunder such Second Priority Representative or any other Second Priority Secured Party (or otherwise holding any agent or owning any Subordinated Indebtedness)other representative thereof) shall be in form reasonably satisfactory to the First Priority Representative. (b) The Second Priority Representative with respect to the Term Loan Priority Collateral agrees, on behalf of itself and the other Second Priority Secured Parties with respect to the Term Loan Priority Collateral, as the case may be, that all mortgages, deeds of trust, deeds or other security instruments or letter-in-lieu or other similar notices (collectively, “Mortgages”) Mortgages now or hereafter filed against real property or other assets of a Loan Party in favor of or for the benefit of the Subordinated Holder Second Priority Representative or any Subordinated Holder, or delivered with respect to any third party the Term Loan Priority Collateral shall be in substantially the same form and content satisfactory as the Mortgages in favor of or for the benefit of the First Priority Representative with respect to the Senior Agent Term Loan Priority Collateral (subject to modification of those terms relating to the priority of the Mortgages) and shall in the case of such a Mortgage in favor of or for the benefit of the Second Priority Representative with respect to the Term Loan Priority Collateral shall, to the extent permitted by applicable law, contain a notation in substantially the following notation (form: "The lien created by this [mortgage][deed of trust][similar instrument] on the property described herein is junior and subordinate to the lien on such property created by any mortgage, deed of trust or similar language tailored instrument now or hereafter granted to [First Priority Representative with respect to the nature Term Loan Priority Collateral], and its successors and assigns, in such property, in accordance with the provisions of the instrumentIntercreditor Agreement, dated as of February 26, 2021, among Bank of America, N.A., as Representative with respect to the ABL Credit Agreement (as amended from time to time), Bank of America, N.A., as Representative with respect to the LC Credit Agreement (as amended from time to time), Alter Domus (US) in bold type:LLC, as Representative with respect to the Term Loan Agreement (as amended from time to time), Xxxxxxx Kodak Company and the other parties thereto, as amended from time to time". (bc) The Senior Agent With respect to each Type of Common Collateral, the First Priority Representative hereby acknowledges that, to the extent that it holds, or a third party holds on its behalf, physical possession of or “control” (as defined in the Uniform Commercial Code) over such Common Collateral pursuant to the Senior Security First Priority Documents, such possession or control is also for the benefit of the Subordinated Holder Second Priority Representative and the other Subordinated Holders Second Priority Secured Parties, but solely as gratuitous bailee or gratuitous agent, as applicable, to the extent required to perfect their Lien security interest in such Common CollateralCollateral (such bailment or agency being intended, among other things, to satisfy the requirements of Sections 8-106(d)(3), 8-301(a)(2), 9-313(c) and 9-314 of the Uniform Commercial Code). Nothing in the preceding sentence shall be construed to impose any duty on the Senior Agent First Priority Representative (or any third party acting on its behalf) with respect to such Common Collateral or to provide the Subordinated Holder any Second Priority Representative or any other Subordinated Holder Second Priority Secured Party with respect to such Common Collateral with any rights with respect to such Common Collateral beyond those specified in this AgreementAgreement and the Second Priority Documents; provided that with respect to each Type of Common Collateral, subsequent to the occurrence of the Senior Indebtedness First Priority Obligations Payment DateDate in each case at the Grantors’ sole cost and expense, (i) the Senior Agent First Priority Representative shall (iA) deliver to the Subordinated Holder RepresentativeSecond Priority Representative (and each Grantor hereby directs such First Priority Representative to so deliver), at no cost any stock certificates or expense to the Senior Agent, the promissory notes evidencing or constituting such Common Collateral in its possession or control together with any necessary endorsements, without recourse, representation or warranty, endorsements to the extent required by the Subordinated Debenture Second Priority Documents or (iiB) direct and deliver such Common Collateral as a court of competent jurisdiction otherwise directsdirects and (ii) in the case of any Common Collateral consisting of deposit accounts or securities accounts as to which the First Priority Representative has control pursuant to an account control agreement, the First Priority Representative and the applicable Grantor shall take such actions, if any, as are required to cause control over such Common Collateral to become vested in the Second Priority Representative; provided further that the provisions of this Agreement are intended solely to govern the respective Lien priorities as between the Senior First Priority Secured Parties, the Second Priority Secured Parties and the Subordinated Holders and shall not impose on the Senior First Priority Secured Parties or their representatives any obligations in respect of the disposition of any Common Collateral (or any proceeds thereof) that would conflict with prior perfected Liens or any claims thereon in favor of any other Person that is not a Secured Party. (d) Other than as set forth in the first proviso to the second sentence of the immediately preceding paragraph (c), any First Priority Secured Party with physical possession of or control over Common Collateral shall not have any duty or liability to protect or preserve any rights pertaining to any of such Common Collateral and, except for gross negligence or willful misconduct as determined in a final non-appealable order of a court of competent jurisdiction, each Second Priority Secured Party hereby waives and releases such Person from all claims and liabilities arising pursuant to such Person’s role as gratuitous bailee with respect to such Common Collateral.

Agreements Regarding Actions to Perfect Liens. (a) The Subordinated Holder ABL Representative agrees on behalf of itself and the other Subordinated Holders agree (by their execution of the Subordinated Debenture Purchase Agreement and/or the Indenture and by their purchase of the Subordinated Debentures thereunder (or otherwise holding or owning any Subordinated Indebtedness)) ABL Secured Parties that all mortgages, deeds of trust, deeds or other security and similar instruments or letter-in-lieu or other similar notices (collectively, “Mortgagesmortgages”) now or hereafter thereafter filed against real property or other assets of a Loan Party Real Property in favor of or for the benefit of the Subordinated Holder ABL Representative or any Subordinated Holder, or delivered to any third party shall be in form and content satisfactory to the Senior Agent and shall contain the following notation (notation: “The lien created by this mortgage on the property described herein is junior and subordinate to the lien on such property created by any mortgage, deed of trust or similar language tailored instrument now or hereafter granted to Wilmington Savings Fund Society, FSB as Exit Convertible Notes Representative, in accordance with the nature provisions of the instrument) in bold type:Intercreditor Agreement dated as of October 9, 2020, as amended from time to time.” (b) The Senior Agent Each of the ABL Representative and the Exit Convertible Notes Representative hereby acknowledges that, to the extent that it holds, or a third party holds on its behalf, physical possession of or “control” (as defined in the Uniform Commercial Code) over Common Collateral pursuant to the Senior ABL Security Documents or the Exit Convertible Notes Security Documents, including pursuant to any deposit account control agreements, as applicable, such possession or control is also for the benefit of the Subordinated Holder Exit Convertible Notes Representative and the other Subordinated Holders Exit Convertible Notes Secured Parties or the ABL Representative and the other ABL Secured Parties, as applicable, solely to the extent required to perfect their Lien security interest in such Common Collateral. Nothing in the preceding sentence shall be construed to impose any duty on the Senior Agent ABL Representative or the Exit Convertible Notes Representative (or any third party acting on its either such Person’s behalf) with respect to such Common Collateral or to provide the Subordinated Holder Exit Convertible Notes Representative, any other Exit Convertible Notes Secured Party, the ABL Representative or any other Subordinated Holder ABL Secured Party, as applicable, with any rights with respect to such Common Collateral beyond those specified in this Agreement; , the ABL Security Documents and the Exit Convertible Notes Security Documents, as applicable, provided that subsequent to the occurrence of the Senior Indebtedness ABL Obligations Payment DateDate (so long as the Exit Convertible Notes Obligations Payment Date shall not have occurred), the Senior Agent ABL Representative shall (i) deliver to the Subordinated Holder Exit Convertible Notes Representative, at no the Credit Parties’ sole cost or expense to the Senior Agentand expense, the Common Collateral in its possession or control together with any necessary endorsements, without recourse, representation or warranty, endorsements to the extent required by the Subordinated Debenture Exit Convertible Notes Documents or (ii) direct and deliver such Common Collateral as a court of competent jurisdiction otherwise directs; provided further provided, further, that subsequent to the occurrence of the Exit Convertible Notes Obligations Payment Date (so long as the ABL Obligations Payment Date shall not have occurred), the Exit Convertible Notes Representative shall (i) deliver to the ABL Representative, at the Credit Parties’ sole cost and expense, the Collateral in its possession or control together with any necessary endorsements to the extent required by the ABL Documents or (ii) direct and deliver such Collateral as a court of competent jurisdiction otherwise directs. The provisions of this Agreement are intended solely to govern the respective Lien priorities as between the Senior First Priority ABL Secured Parties and the Subordinated Holders Exit Convertible Notes Secured Parties and shall not impose on the Senior First Priority ABL Secured Parties or their representatives the Exit Convertible Notes Secured Parties any obligations in respect of the disposition of any Common Collateral (or any proceeds thereof) that would conflict with prior perfected Liens or any claims thereon in favor of any other Person that is not a Secured Party.

Agreements Regarding Actions to Perfect Liens. (a) The Subordinated Holder Representative Second Lien Agent on behalf of itself and the other Subordinated Holders agree (Second Lien Secured Parties agrees that UCC-1 financing statements, patent, trademark or copyright filings or other filings or recordings filed or recorded by their execution or on behalf of the Subordinated Debenture Purchase Agreement and/or Second Lien Agent shall be in form satisfactory to the Indenture First Lien Agent. The Third Lien Agent on behalf of itself and the other Third Lien Secured Parties agrees that UCC-1 financing statements, patent, trademark or copyright filings or other filings or recordings filed or recorded by their purchase or on behalf of the Subordinated Debentures thereunder Third Lien Agent shall be in form satisfactory to the First Lien Agent and the Second Lien Agent. (or otherwise holding or owning any Subordinated Indebtedness)b) The Second Lien Agent agrees on behalf of itself and the other Second Lien Secured Parties that all mortgages, deeds of trust, deeds or other security and similar instruments or letter-in-lieu or other similar notices (collectively, “Mortgages”) now or hereafter thereafter filed against real property or other assets of a Loan Party in favor of or for the benefit of the Subordinated Holder Representative or any Subordinated Holder, or delivered to any third party Second Lien Agent shall be in form and content satisfactory to the Senior First Lien Agent and shall contain the following notation (or similar language tailored provide that they are subject to the nature terms and conditions of this Agreement. The Third Lien Agent agrees on behalf of itself and the other Third Lien Secured Parties that all mortgages, deeds of trust, deeds and similar instruments now or thereafter filed against real property in favor of or for the benefit of the instrument) Third Lien Agent shall be in bold type:form satisfactory to the First Lien Agent and the Second Lien Agent and shall provide that they are subject to the terms and conditions of this Agreement. (bc) The Senior Each Agent hereby acknowledges that, to the extent that it holds, or a third party holds on its behalf, physical possession of or “"control” " (as defined in the Uniform Commercial Code) over Common any Collateral pursuant to the Senior Security Documentsany Document, such possession or control is also for the benefit of the Subordinated Holder Representative other Agents and the other Subordinated Holders Secured Parties solely to the extent required to perfect their Lien in Liens on such Common Collateral. Nothing in the preceding sentence shall be construed to impose any duty on the Senior any Agent (or any third party acting on its behalf) with respect to such Common Collateral or to provide the Subordinated Holder Representative any other Agent or any other Subordinated Holder Secured Party with any rights with respect to such Common Collateral beyond those specified in this Agreement; Agreement and the Documents, provided that (x) subsequent to the occurrence of the Senior Indebtedness Payment DateDischarge of the First Lien Obligations, the Senior First Lien Agent shall (i) deliver to the Subordinated Holder RepresentativeSecond Lien Agent, at no the Company’s sole cost or expense to the Senior Agentand expense, the Common Collateral in its possession or control together with any necessary endorsements, without recourse, representation or warranty, endorsements to the extent required by the Subordinated Debenture Second Lien Documents or (ii) direct and deliver such Common Collateral as a court of competent jurisdiction otherwise directs; provided further that , and (y) subsequent to the provisions of this Agreement are intended solely to govern the respective Lien priorities as between the Senior First Priority Secured Parties and the Subordinated Holders and shall not impose on the Senior First Priority Secured Parties or their representatives any obligations in respect occurrence of the disposition Discharge of the Second Lien Obligations, the Second Lien Agent shall (i) deliver to the Third Lien Agent, at the Company’s sole cost and expense, the Collateral in its possession or control together with any Common necessary endorsements to the extent required by the Third Lien Documents or (ii) direct and deliver such Collateral (or any proceeds thereof) that would conflict with prior perfected Liens or any claims thereon in favor as a court of any other Person that is not a Secured Partycompetent jurisdiction otherwise directs.

Agreements Regarding Actions to Perfect Liens. (a) The Subordinated Holder ABL Representative agrees on behalf of itself and the other Subordinated Holders agree (by their execution of the Subordinated Debenture Purchase Agreement and/or the Indenture and by their purchase of the Subordinated Debentures thereunder (or otherwise holding or owning any Subordinated Indebtedness)) ABL Secured Parties that all mortgages, deeds of trust, deeds or other security and similar instruments or letter-in-lieu or other similar notices (collectively, “Mortgagesmortgages”) now or hereafter filed against real property or other assets of a Loan Party Real Property in favor of or for the benefit of the Subordinated Holder ABL Representative or any Subordinated Holder, or delivered to any third party shall be in form and content satisfactory to the Senior Agent and shall contain the following notation (notation: “The lien created by this mortgage on the property described herein is junior and subordinate to the lien on such property created by any mortgage, deed of trust or similar language tailored to instrument now or hereafter granted Xxxxxxx Xxxxx Lending Partners LLC, as Term Loan Representative, in accordance with the nature provisions of the instrument) in bold type:Intercreditor Agreement dated as of September 30, 2010, as amended from time to time.” (b) The Senior Agent Each of the ABL Representative and the Term Loan Representative hereby acknowledges that, to the extent that it holds, or a third party holds on its behalf, physical possession of or “control” (as defined in the Uniform Commercial Code) over Common Collateral pursuant to the Senior ABL Security Documents or the Term Loan Security Documents, as applicable, such possession or control is also for the benefit of the Subordinated Holder Term Loan Representative and the other Subordinated Holders Term Loan Secured Parties or the ABL Representative and the other ABL Secured Parties, as applicable, solely to the extent required to perfect their Lien security interest (if any) in such Common Collateral; provided that control by the Term Loan Representative of the Prepayment Account shall not be for the benefit of the ABL Representative and the other ABL Secured Parties. Nothing in the preceding sentence shall be construed to impose any duty on the Senior Agent ABL Representative or the Term Loan Representative (or any third party acting on its either such Person’s behalf) with respect to such Common Collateral or to provide the Subordinated Holder Term Loan Representative, any other Term Loan Secured Party, the ABL Representative or any other Subordinated Holder ABL Secured Party, as applicable, with any rights with respect to such Common Collateral beyond those specified in this Agreement; , the ABL Security Documents and the Term Loan Security Documents, as applicable, provided that subsequent to the occurrence of the Senior Indebtedness ABL Obligations Payment DateDate (so long as the Term Loan Obligations Payment Date shall not have occurred), the Senior Agent ABL Representative shall (i) deliver to the Subordinated Holder Term Loan Representative, at no the Loan Parties’ sole cost or expense to the Senior Agentand expense, the Common Collateral in its possession or control together with any necessary endorsements, without recourse, representation or warranty, endorsements to the extent required by the Subordinated Debenture Term Loan Documents or (ii) direct and deliver such Common Collateral as a court of competent jurisdiction otherwise directs; provided further provided, further, that subsequent to the occurrence of the Term Loan Obligations Payment Date (so long as the ABL Obligations Payment Date shall not have occurred), the Term Loan Representative shall (i) deliver to the ABL Loan Representative, at the Loan Parties’ sole cost and expense, the Collateral in its possession or control together with any necessary endorsements to the extent required by the ABL Documents or (ii) direct and deliver such Collateral as a court of competent jurisdiction otherwise directs; provided, further, that (i) prior to the occurrence of the Term Loan Obligations Payment Date, upon the request of the Term Loan Representative or the Borrower, the ABL Loan Representative shall turn over to the Term Loan Representative any Term Collateral of which it has physical possession, and (ii) prior to the occurrence of the ABL Obligations Payment Date, upon the request of the ABL Representative or the Borrower, the Term Loan Representative shall turn over to the ABL Representative any ABL Collateral of which it has physical possession. The provisions of this Agreement are intended solely to govern the respective Lien priorities as between the Senior First Priority ABL Secured Parties and the Subordinated Holders Term Loan Secured Parties and shall not impose on the Senior First Priority ABL Secured Parties or their representatives the Term Loan Secured Parties any obligations in respect of the disposition of any Common Collateral (or any proceeds thereof) that would conflict with prior perfected Liens or any claims thereon in favor of any other Person that is not a Secured Party.

Agreements Regarding Actions to Perfect Liens. (a) The Subordinated Holder Each ABL Representative agrees on behalf of itself and the other Subordinated Holders agree (ABL Secured Parties represented by their execution of the Subordinated Debenture Purchase Agreement and/or the Indenture and by their purchase of the Subordinated Debentures thereunder (or otherwise holding or owning any Subordinated Indebtedness)) it that all mortgages, deeds of trust, deeds or other security and similar instruments or letter-in-lieu or other similar notices (collectively, “Mortgagesmortgages”) now or hereafter filed against real property or other assets of a Loan Party Real Property in favor of or for the benefit of the Subordinated Holder such ABL Representative or any Subordinated Holder, or delivered to any third party shall be in form and content satisfactory to the Senior Agent and shall contain the following notation (notation: “The lien created by this mortgage on the property described herein is junior and subordinate to the lien on such property created by any mortgage, deed of trust or similar language tailored instrument now or hereafter granted to U.S. Bank National Association as Collateral Trustee, in accordance with the nature provisions of the instrument) in bold type:Intercreditor Agreement dated as of July 8, 2020, as amended from time to time.” (b) The Senior Agent Each of each ABL Representative and the Fixed Asset Representative hereby acknowledges that, to the extent that it holds, or a third party holds on its behalf, physical possession of or “control” (as defined in the Uniform Commercial Code) over Common Collateral pursuant to the Senior ABL Security Documents or the Fixed Asset Security Documents, as applicable, such possession or control is also for the benefit of the Subordinated Holder Fixed Asset Representative and the other Subordinated Holders Fixed Asset Secured Parties or each ABL Representative and the other ABL Secured Parties, as applicable, solely to the extent required to perfect their Lien security interest (if any) in such Common Collateral. Nothing in the preceding sentence shall be construed to impose any duty on any ABL Representative or the Senior Agent Fixed Asset Representative (or any third party acting on its either such Person’s behalf) with respect to such Common Collateral or to provide the Subordinated Holder Fixed Asset Representative, any other Fixed Asset Secured Party, any ABL Representative or any other Subordinated Holder ABL Secured Party, as applicable, with any rights with respect to such Common Collateral beyond those specified in this Agreement; , the ABL Security Documents and the Fixed Asset Security Documents, as applicable, provided that subsequent to the occurrence of the Senior Indebtedness ABL Obligations Payment DateDate (so long as the Fixed Asset Obligations Payment Date shall not have occurred), the Senior Agent ABL Representative shall (i) deliver to the Subordinated Holder RepresentativeCollateral Trustee, at no the Loan Parties’ sole cost or expense to the Senior Agentand expense, the Common Collateral in its possession or control together with any necessary endorsements, without recourse, representation or warranty, endorsements to the extent required by the Subordinated Debenture Fixed Asset Documents or (ii) direct and deliver such Common Collateral as a court of competent jurisdiction otherwise directs; provided further provided, further, that subsequent to the occurrence of the Fixed Asset Obligations Payment Date (so long as the ABL Obligations Payment Date shall not have occurred), the Fixed Asset Representative shall (i) deliver to the Designated ABL Representative, at the Loan Parties’ sole cost and expense, the Collateral in its possession or control together with any necessary endorsements to the extent required by the ABL Documents or (ii) direct and deliver such Collateral as a court of competent jurisdiction otherwise directs; provided, further, that (i) prior to the occurrence of the Fixed Asset Obligations Payment Date, upon the request of the Collateral Trustee or the Borrower, the Designated ABL Representative shall turn over to the Collateral Trustee any Fixed Asset Priority Collateral of which it has physical possession, and (ii) prior to the occurrence of the ABL Obligations Payment Date, upon the request of the Designated ABL Representative or the Borrower, the Fixed Asset Representative shall turn over to the ABL Representative any ABL Priority Collateral of which the Fixed Asset Representative has physical possession. The provisions of this Agreement are intended solely to govern the respective Lien priorities as between the Senior First Priority ABL Secured Parties and the Subordinated Holders Fixed Asset Secured Parties and shall not impose on the Senior First Priority ABL Secured Parties or their representatives the Fixed Asset Secured Parties any obligations in respect of the disposition of any Common Collateral (or any proceeds thereof) that would conflict with prior perfected Liens or any claims thereon in favor of any other Person that is not a Secured Party.

Agreements Regarding Actions to Perfect Liens. (a) The Subordinated Holder Representative and the other Subordinated Holders agree (by their execution of the Subordinated Debenture Purchase Agreement and/or the Indenture and by their purchase of the Subordinated Debentures thereunder (or otherwise holding or owning any Subordinated Indebtedness)) that all mortgages, deeds of trust, deeds or other security instruments or letter-in-lieu or other similar notices (collectively, “Mortgages”) now or hereafter filed against real property or other assets of a Loan Party in favor of or for the benefit of the Subordinated Holder Representative or any Subordinated Holder, or delivered to any third party shall be in form and content satisfactory to the Senior Agent and shall contain the following notation (or similar language tailored to the nature of the instrument) in bold type:[Reserved]. (b) The Senior Second Priority Representative agrees on behalf of itself and the other Second Priority Secured Parties that all Second Priority Security Documents entered into on or about the date hereof shall contain the following notation: “The lien and security interest created by [this Agreement] on the property described herein is junior and subordinate, in accordance with the provisions of the Intercreditor Agreement dated as of December 22, 2010, among JPMorgan Chase Bank, N.A., in its capacity as Agent and Revolving Credit Collateral Agent, Wilmington Trust FSB, in its capacity as First Lien Collateral Agent and First Lien Trustee and Wilmington Trust FSB in its capacity as Second Lien Collateral Agent and Second Lien Trustee, American Media, Inc., and the other Grantors referred to therein, as amended from time to time, to the lien and security interest on such property created by any similar instrument now or hereafter granted to JPMorgan Chase Bank, N.A., as collateral agent under the Revolving Credit Documents and Wilmington Trust FSB as First Lien Collateral Agent and First Lien Trustee under the First Lien Note Documents, and each of their successors and assigns, in such property.” The Second Priority Representative agrees on behalf of itself and the other Second Priority Secured Parties to use commercially reasonable efforts to ensure that all other Second Priority Security Documents shall bear substantially identical or, in the event that the Revolving Facility and the First Lien Indenture are no longer extant or JPMorgan Chase Bank, N.A. or Wilmington Trust FSB, in its capacity as First Lien Collateral Agent or First Lien Trustee, as applicable, shall cease to be the First Priority Representative, a substantially similar notation. (c) The First Priority Representative and each other First Priority Secured Party hereby acknowledges agrees that, to the extent that it holds, or a third party holds on its behalf, physical possession of or “control” (as defined in the Uniform Commercial Code) (or any similar concept under foreign law) over Common Collateral pursuant to the Senior First Priority Security Documents, such possession or control is also for the benefit of the Subordinated Holder Second Priority Representative and the other Subordinated Holders Second Priority Secured Parties solely to the extent required to perfect their Lien security interest in such Common CollateralCollateral (such bailment being intended, among other things, to satisfy the requirements of Sections 8-106(d)(3), 8-301(a)(2) and 9-313(c) of the Uniform Commercial Code). Nothing in the preceding sentence shall be construed to impose any duty on the Senior Agent First Priority Representative or any other First Priority Secured Party (or any third party acting on its behalf) with respect to such Common Collateral or to provide the Subordinated Holder Second Priority Representative or any other Subordinated Holder Second Priority Secured Party with any rights with respect to such Common Collateral beyond those specified in this AgreementAgreement and the Second Priority Security Documents; provided that subsequent to the occurrence of the Senior Indebtedness First Priority Obligations Payment Date, the Senior Agent First Priority Representative or such other First Priority Secured Party shall (i) deliver to the Subordinated Holder Second Priority Representative, at no the Company’s sole cost or expense to the Senior Agentand expense, the Common Collateral in its possession or control together with any necessary endorsements, without recourse, representation or warranty, endorsements to the extent required by the Subordinated Debenture Documents or Second Priority Documents, (ii) direct and deliver such Common Collateral as a court of competent jurisdiction otherwise directs; provided further and (iii) upon the reasonable request of the Second Priority Representative, any other Second Priority Secured Party or the Company (and at the Company’s sole expense), provide notice of the First Priority Obligations Payment Date to such Persons as the Second Priority Representative shall request; provided, however, that the provisions of this Agreement are intended solely to govern the respective Lien priorities as between the Senior First Priority Secured Parties and the Subordinated Holders Second Priority Secured Parties and shall not impose on the Senior First Priority Secured Parties or their representatives any obligations in respect of the disposition of any Common Collateral (or any proceeds thereof) that would conflict with prior perfected Liens or any claims thereon in favor of any other Person that is not a Secured PartyLiens.

Agreements Regarding Actions to Perfect Liens. (a) The Subordinated Holder Representative and the other Subordinated Holders Pulitzer Second Priority Secured Parties agree that, solely with respect to Common Collateral, all Pulitzer Second Priority Security Documents that are publicly filed (by their execution of the Subordinated Debenture Purchase Agreement and/or the Indenture and by their purchase of the Subordinated Debentures thereunder (or otherwise holding or owning excluding any Subordinated Indebtedness)UCC financing statements) that all mortgages, deeds of trust, deeds or other security instruments or letter-in-lieu or other similar notices (collectively, “Mortgages”) now or hereafter filed against real property or other assets of a Loan Party in favor of or for the benefit of the Subordinated Holder Representative or any Subordinated Holder, or delivered to any third party shall be in form and content satisfactory to the Senior Agent and shall contain the following notation (or similar language tailored notation: “The lien and security interest created by this agreement on the property of the Pulitzer Entities described herein is junior and subordinate, in accordance with the provisions of the Pulitzer Junior Intercreditor Agreement dated as of June 25, 2015, among the collateral agents named therein, Xxx Enterprises, Incorporated, and the other Grantors referred to therein, among others, as amended from time to time, to the nature of the instrument) Pulitzer First Priority Lien referred to therein in bold type:such property.”. (b) The Senior Agent Pulitzer First Priority Collateral Agents hereby acknowledges agree that, to the extent that it holds, or they hold a third party holds Lien on its behalf, physical possession of or “control” (as defined in the Uniform Commercial Code) over any Common Collateral pursuant to that can be perfected by the Senior Security Documents, such possession or control is also for the benefit of the Subordinated Holder Representative and the other Subordinated Holders solely to the extent required to perfect their Lien in such Common Collateral. Nothing in the preceding sentence shall be construed to impose any duty on the Senior Agent (or any third party acting on its behalf) with respect to such Common Collateral or to provide the Subordinated Holder Representative of any deposit, securities or other account in which such Common Collateral is held, and if such Common Collateral or any such account is in fact in the possession or under the control of such Pulitzer First Priority Collateral Agent (such Common Collateral being referred to herein as the “Controlled Common Collateral”), such Pulitzer First Priority Collateral Agent shall, solely for the purpose of perfecting the Liens of any other Subordinated Holder with Collateral Agent granted on such Common Collateral under any rights Secured Documents and subject to the terms and conditions of this Section, also hold such Controlled Common Collateral as gratuitous bailee and sub-agent for each such other Collateral Agent (any such Collateral Agent holding any Controlled Shared Collateral as gratuitous bailee and sub-agent being referred to herein as the “Bailee Collateral Agent”). In furtherance of the foregoing, each other Collateral Agent appoints each Bailee Collateral Agent (and each Bailee Collateral Agent accepts such appointment) as such Collateral Agent’s gratuitous bailee and sub-agent hereunder with respect to such any Controlled Common Collateral beyond those specified in this Agreement; provided that subsequent to such Bailee Collateral Agent possesses or controls at any time solely for the occurrence purpose of perfecting a Lien on such Controlled Common Collateral. It is further understood and agreed that as of the Senior Indebtedness Payment Datedate hereof, the Senior Agent shall (i) deliver to the Subordinated Holder Representative, at no cost or expense to the Senior Agent, the Common Collateral in its possession or control together with any necessary endorsements, without recourse, representation or warranty, to the extent required by the Subordinated Debenture Documents or (ii) deliver such Common Collateral as a court of competent jurisdiction otherwise directs; provided further that the provisions of this Agreement are intended solely to govern the respective Lien priorities as between the Senior Pulitzer First Priority Secured Parties Representative shall be the Bailee Collateral Agent and the Subordinated Holders and shall not impose on the Senior First Priority Secured Parties or their representatives any obligations in respect be granted possession of the disposition of any Common Collateral (or any proceeds thereof) that would conflict with prior perfected Liens or any claims thereon in favor of any other Person that is not a Secured Partyall possessory Controlled Shared Collateral.

Agreements Regarding Actions to Perfect Liens. (a) The Subordinated Holder With respect to each Type of Common Collateral, the Second Priority Representative agrees, on behalf of itself and the other Subordinated Holders agree (Second Priority Secured Parties, and the Third Priority Representative agrees, on behalf of itself and the other Third Priority Secured Parties, that UCC-1 financing statements, patent, trademark or copyright filings or other filings or recordings filed or recorded by their execution or on behalf of the Subordinated Debenture Purchase Agreement and/or the Indenture and by their purchase of the Subordinated Debentures thereunder such Second Priority Representative or any other Second Priority Secured Party (or otherwise holding any agent or owning other representative thereof) or such Third Priority Representative or any Subordinated Indebtedness)other Third Priority Secured Party (or any agent or other representative thereof) shall be in form reasonably satisfactory to the First Priority Representative. (b) The Second Priority Representative and Third Priority Representative with respect to the Term Loan Priority Collateral each agrees, on behalf of itself and the other Second Priority Secured Parties and Third Priority Secured Parties with respect to the Term Loan Priority Collateral, as the case may be, that all mortgages, deeds of trust, deeds or other security instruments or letter-in-lieu or other similar notices (collectively, “Mortgages”) Mortgages now or hereafter thereafter filed against real property or other assets of a Loan Party in favor of or for the benefit of the Subordinated Holder Second Priority Representative or any Subordinated Holder, or delivered Third Priority Representative with respect to any third party the Term Loan Priority Collateral shall be in form and content reasonably satisfactory to the Senior Agent First Priority Representative with respect to the Term Loan Priority Collateral and shall contain the following notation (notation: “The lien created by this [mortgage][deed of trust][similar instrument] on the property described herein is junior and subordinate to the lien on such property created by any mortgage, deed of trust or similar language tailored instrument now or hereafter granted to Wilmington Trust, National Association, and its successors and assigns, in such property, in accordance with the provisions of the Intercreditor Agreement, dated as of March 22, 2013, among Citicorp North America, Inc., as Representative with respect to the nature of ABL Credit Agreement, Wilmington Trust, National Association, as Representative with respect to the instrument) in bold type:New Money Term Loans under the Term Loan Agreement, Wilmington Trust, National Association, as Representative with respect to the Junior Term Loans under the Term Loan Agreement, Xxxxxxx Kodak Company and the other parties thereto, as amended from time to time.” (bc) The Senior Agent With respect to each Type of Common Collateral, the First Priority Representative hereby acknowledges that, to the extent that it holds, or a third party holds on its behalf, physical possession of or “control” (as defined in the Uniform Commercial Code) over such Common Collateral pursuant to the Senior Security First Priority Documents, such possession or control is also for the benefit of the Subordinated Holder Second Priority Representative and the other Subordinated Holders Second Priority Secured Parties and the Third Priority Representative and the other Third Priority Secured Parties, but solely as gratuitous bailee to the extent required to perfect their Lien security interest in such Common Collateral. Nothing in the preceding sentence shall be construed to impose any duty on the Senior Agent First Priority Representative (or any third party acting on its behalf) with respect to such Common Collateral or to provide the Subordinated Holder any Second Priority Representative or any other Subordinated Holder Second Priority Secured Party or any Third Priority Representative or any other Third Priority Secured Party with respect to such Common Collateral with any rights with respect to such Common Collateral beyond those specified in this AgreementAgreement and the Second Priority Documents or the Third Priority Documents, as the case may be; provided that with respect to each Type of Common Collateral, subsequent to the occurrence of the Senior Indebtedness First Priority Obligations Payment DateDate in each case at the Borrower’s sole cost and expense, (i) the Senior Agent First Priority Representative shall (ix) deliver to the Subordinated Holder RepresentativeSecond Priority Representative (and each Grantor hereby directs such First Priority Representative to so deliver and the Third Priority Representative on behalf of itself and the other Third Priority Secured Parties, at no cost consents to such delivery), any stock certificates or expense to the Senior Agent, the promissory notes evidencing or constituting such Common Collateral in its possession or control together with any necessary endorsements, without recourse, representation or warranty, endorsements to the extent required by the Subordinated Debenture Second Priority Documents or (iiy) direct and deliver such Common Collateral as a court of competent jurisdiction otherwise directsdirects and (ii) in the case of any Common Collateral consisting of deposit accounts or securities accounts as to which the First Priority Representative has control pursuant to an account control agreement, the First Priority Representative and the applicable Grantor shall take such actions, if any, as are required to cause control over such Common Collateral to become vested in the Second Priority Representative; provided further that the provisions of this Agreement are intended solely to govern the respective Lien priorities as between the Senior First Priority Secured Parties, the Second Priority Secured Parties and the Subordinated Holders Third Priority Secured Parties and shall not impose on the Senior First Priority Secured Parties or their representatives any obligations in respect of the disposition of any Common Collateral (or any proceeds thereof) that would conflict with prior perfected Liens or any claims thereon in favor of any other Person that is not a Secured Party. (d) Other than as set forth in the first proviso to the second sentence of the immediately preceding paragraph (c), any First Priority Secured Party with physical possession of or control over Common Collateral shall not have any duty or liability to protect or preserve any rights pertaining to any of such Common Collateral and, except for gross negligence or willful misconduct as determined pursuant to a final non-appealable order of a court of competent jurisdiction, each Second Priority Secured Party and each Third Priority Secured Party hereby waives and releases such Person from all claims and liabilities arising pursuant to such Person’s role as gratuitous bailee with respect to such Common Collateral.

Agreements Regarding Actions to Perfect Liens. (a) The Subordinated Holder ABL Representative agrees on behalf of itself and the other Subordinated Holders agree (by their execution of the Subordinated Debenture Purchase Agreement and/or the Indenture and by their purchase of the Subordinated Debentures thereunder (or otherwise holding or owning ABL Secured Parties that any Subordinated Indebtedness)) that all mortgages, deeds of trust, deeds or other security and similar instruments or letter-in-lieu or other similar notices (collectively, “Mortgagesmortgages”) now or hereafter filed against real property or other assets of a Loan Party Real Property in favor of or for the benefit of the Subordinated Holder ABL Representative or any Subordinated Holder, or delivered to any third party shall be in form and content satisfactory to the Senior Agent and shall contain the following notation (notation: “The lien created by this mortgage on the property described herein is junior and subordinate to the lien on such property created by any mortgage, deed of trust or similar language tailored instrument now or hereafter granted to Wilmington Trust, National Association, as Term Loan Representative, in accordance with the nature provisions of the instrument) in bold type:Intercreditor Agreement dated as of September 10, 2018, as amended from time to time.” (b) The Senior Agent Each of the ABL Representative and the Term Loan Representative hereby acknowledges that, to the extent that it holds, or a third party holds on its behalf, physical possession of or “control” (as defined in the Uniform Commercial Code) over Common Collateral pursuant to the Senior ABL Security Documents or the Term Loan Security Documents, as applicable, such possession or control is also for the benefit of the Subordinated Holder Term Loan Representative and the other Subordinated Holders Term Loan Secured Parties or the ABL Representative and the other ABL Secured Parties, as applicable, solely to the extent required to perfect their Lien security interest in such Common Collateral. Nothing in the preceding sentence shall be construed to impose any duty on the Senior Agent ABL Representative or the Term Loan Representative (or any third party acting on its either such Person's behalf) with respect to such Common Collateral or to provide the Subordinated Holder Term Loan Representative, any other Term Loan Secured Party, the ABL Representative or any other Subordinated Holder ABL Secured Party, as applicable, with any rights with respect to such Common Collateral beyond those specified in this Agreement; , the ABL Security Documents and the Term Loan Security Documents, as applicable, provided that subsequent to the occurrence of the Senior Indebtedness ABL Obligations Payment DateDate (so long as the Term Loan Obligations Payment Date shall not have occurred), the Senior Agent ABL Representative shall (i) deliver to the Subordinated Holder Term Loan Representative, at no the Loan Parties' sole cost or expense to the Senior Agentand expense, the Common Collateral in its possession or control together with any necessary endorsements, without recourse, representation or warranty, endorsements to the extent required by the Subordinated Debenture Term Loan Documents or (ii) direct and deliver such Common Collateral as a court of competent jurisdiction otherwise directs; provided further provided, further, that subsequent to the occurrence of the Term Loan Obligations Payment Date (so long as the ABL Obligations Payment Date shall not have occurred), the Term Loan Representative shall (i) deliver to the ABL Representative, at the Loan Parties' sole cost and expense, the Common Collateral in its possession or control together with any necessary endorsements to the extent required by the ABL Documents or (ii) direct and deliver such Common Collateral as a court of competent jurisdiction otherwise directs. The provisions of this Agreement are intended solely to govern the respective Lien priorities as between the Senior First Priority ABL Secured Parties and the Subordinated Holders Term Loan Secured Parties and shall not impose on the Senior First Priority ABL Secured Parties or their representatives the Term Loan Secured Parties any obligations in respect of the disposition of any Common Collateral (or any proceeds thereof) that would conflict with prior perfected Liens or any claims thereon in favor of any other Person that is not a Secured Party.

Agreements Regarding Actions to Perfect Liens. (a) The Subordinated Holder With respect to each Type of Common Collateral, the Second Priority Representative agrees, on behalf of itself and the other Subordinated Holders agree (by their execution of the Subordinated Debenture Purchase Agreement and/or the Indenture and by their purchase of the Subordinated Debentures thereunder (Second Priority Secured Parties, that UCC-1 financing statements, patent, trademark or otherwise holding or owning any Subordinated Indebtedness)) that all mortgages, deeds of trust, deeds copyright filings or other security instruments filings or letter-in-lieu recordings filed or other similar notices (collectively, “Mortgages”) now recorded by or hereafter filed against real property or other assets on behalf of a Loan Party in favor of or for the benefit of the Subordinated Holder such Second Priority Representative or any Subordinated Holder, other Second Priority Secured Party (or delivered to any third party agent or other representative thereof) shall be in form and content reasonably satisfactory to the Senior Agent and shall contain the following notation (or similar language tailored to the nature of the instrument) in bold type:First Priority Representative. (b) The Senior Agent [Reserved]. (c) With respect to each Type of Common Collateral, the First Priority Representative hereby acknowledges that, to the extent that it holds, or a third party holds on its behalf, physical possession of or “control” (as defined in the Uniform Commercial Code) over such Common Collateral pursuant to the Senior Security First Priority Documents, such possession or control is also for the benefit of the Subordinated Holder Second Priority Representative and the other Subordinated Holders Second Priority Secured Parties, but solely as gratuitous bailee or gratuitous agent, as applicable, to the extent required to perfect their Lien security interest in such Common CollateralCollateral (such bailment or agency being intended, among other things, to satisfy the requirements of Sections 8-106(d)(3), 8-301(a)(2), 9-313(c) and 9-314 of the Uniform Commercial Code). Nothing in the preceding sentence shall be construed to impose any duty on the Senior Agent First Priority Representative (or any third party acting on its behalf) with respect to such Common Collateral or to provide the Subordinated Holder any Second Priority Representative or any other Subordinated Holder Second Priority Secured Party with respect to such Common Collateral with any rights with respect to such Common Collateral beyond those specified in this AgreementAgreement and the Second Priority Documents; provided that with respect to each Type of Common Collateral, subsequent to the occurrence of the Senior Indebtedness First Priority Obligations Payment DateDate in each case at the Grantors’ sole cost and expense, (i) the Senior Agent First Priority Representative shall (iA) deliver to the Subordinated Holder RepresentativeSecond Priority Representative (and each Grantor hereby directs such First Priority Representative to so deliver), at no cost any stock certificates or expense to the Senior Agent, the promissory notes evidencing or constituting such Common Collateral in its possession or control together with any necessary endorsements, without recourse, representation or warranty, endorsements to the extent required by the Subordinated Debenture Second Priority Documents or (iiB) direct and deliver such Common Collateral as a court of competent jurisdiction otherwise directsdirects and (ii) in the case of any Common Collateral consisting of deposit accounts or securities accounts as to which the First Priority Representative has control pursuant to an account control agreement, the First Priority Representative and the applicable Grantor shall take such actions, if any, as are required to cause control over such Common Collateral to become vested in the Second Priority Representative; provided further that the provisions of this Agreement are intended solely to govern the respective Lien priorities as between the Senior First Priority Secured Parties, the Second Priority Secured Parties and the Subordinated Holders and shall not impose on the Senior First Priority Secured Parties or their representatives any obligations in respect of the disposition of any Common Collateral (or any proceeds thereof) that would conflict with prior perfected Liens or any claims thereon in favor of any other Person that is not a Secured Party. (d) Other than as set forth in the first proviso to the second sentence of the immediately preceding paragraph (c), any First Priority Secured Party with physical possession of or control over Common Collateral shall not have any duty or liability to protect or preserve any rights pertaining to any of such Common Collateral and, except for gross negligence or willful misconduct as determined in a final non-appealable order of a court of competent jurisdiction, each Second Priority Secured Party hereby waives and releases such Person from all claims and liabilities arising pursuant to such Person’s role as gratuitous bailee with respect to such Common Collateral.

Agreements Regarding Actions to Perfect Liens. (a) The Subordinated Holder Second Priority Representative on behalf of itself and the other Subordinated Holders agree (Second Priority Secured Parties agrees that UCC-1 financing statements, patent, trademark or copyright filings or other filings or recordings filed or recorded by their execution or on behalf of the Subordinated Debenture Purchase Agreement and/or Second Priority Representative shall be in form reasonably satisfactory to the Indenture First Priority Representative. (b) The Second Priority Representative agrees on behalf of itself and by their purchase of the Subordinated Debentures thereunder (or otherwise holding or owning any Subordinated Indebtedness)) other Second Priority Secured Parties that all mortgages, deeds of trust, deeds or other security and similar instruments or letter-in-lieu or other similar notices (collectively, “Mortgagesmortgages”) now or hereafter filed against real property or other assets of a Loan Party in favor of or for the benefit of the Subordinated Holder Second Priority Representative or any Subordinated Holder, or delivered to any third party and the other Second Priority Secured Parties shall be in form and content reasonably satisfactory to the Senior Agent First Priority Representative and shall contain the following notation (notation: “The lien created by this mortgage on the property described herein is junior and subordinate to the lien on such property created by any mortgage, deed of trust or similar language tailored instrument now or hereafter granted to the nature First Priority Representative, and its successors and assigns, in such property, in accordance with the provisions of the instrument) in bold type:Intercreditor Agreement dated as of April , 2010 among JPMorgan Chase Bank, N.A., as First Priority Representative, Credit Suisse AG, Cayman Islands Branch, as Second Priority Representative, Xxxxxx’x Supermarkets, Inc., as the Borrower, and the other Loan Parties referred to therein, as amended from time to time.” (bc) The Senior Agent First Priority Representative hereby acknowledges that, to the extent that it holds, or a third party holds on its behalf, physical possession of or “control” (as defined in the Uniform Commercial Code) over Common Collateral pursuant to the Senior First Priority Security Documents, such possession or control is also for the benefit of of, and the Subordinated Holder First Priority Representative or such third party holds such possession or control as bailee and agent for, the Second Priority Representative and the other Subordinated Holders Second Priority Secured Parties solely to the extent required to perfect their Lien security interest in such Common CollateralCollateral (such bailment and agency for perfection being intended, among other things, to satisfy the requirements of Sections 8-301(a)(2) and 9-313(c) of the Uniform Commercial Code). Nothing in the preceding sentence shall be construed to impose any duty on the Senior Agent First Priority Representative (or any third party acting on its behalf) with respect to such Common Collateral or to provide the Subordinated Holder Second Priority Representative or any other Subordinated Holder Second Priority Secured Party with any rights with respect to such Common Collateral beyond those specified in this Agreement; Agreement and the Second Priority Security Documents, provided that subsequent to promptly upon the occurrence of the Senior Indebtedness First Priority Obligations Payment Date, the Senior Agent First Priority Representative shall (i) deliver to the Subordinated Holder Second Priority Representative, at no the Borrower’s sole cost or expense to the Senior Agentand expense, the Common Collateral in its possession or control together with any necessary endorsements, without recourse, representation or warranty, endorsements to the extent required by the Subordinated Debenture Second Priority Documents or (ii) direct and deliver such Common Collateral as a court of competent jurisdiction otherwise directs; provided further , and provided, further, that the provisions of this Agreement are intended solely to govern the respective Lien priorities as between the Senior First Priority Secured Parties and the Subordinated Holders Second Priority Secured Parties and shall not impose on the Senior First Priority Secured Parties or their representatives any obligations in respect of the disposition of any Common Collateral (or any proceeds thereof) that would conflict with prior perfected Liens or any claims thereon in favor of any other Person that is not a Secured Party.

Agreements Regarding Actions to Perfect Liens. (a) The Subordinated Holder Representative Each Third Priority Representative, on behalf of itself and the other Subordinated Holders agree (by their execution Third Priority Secured Parties it represents, agrees that UCC-1 financing statements, patent, trademark or copyright filings or other filings or recordings filed or recorded on behalf of the Subordinated Debenture Purchase Agreement and/or Third Priority Secured Parties shall be in form reasonably satisfactory to the Indenture Second Priority Representative. (b) Each Third Priority Representative, on behalf of itself and by their purchase of the Subordinated Debentures thereunder (or otherwise holding or owning any Subordinated Indebtedness)) other Third Priority Secured Parties it represents, agrees that all mortgages, deeds of trust, deeds or other security and similar instruments or letter-in-lieu or other similar notices (collectively, “Mortgagesmortgages”) now or hereafter thereafter filed against real property or other assets of a Loan Party in favor of or and for the benefit of the Subordinated Holder Representative or any Subordinated Holder, or delivered to any third party Third Secured Parties shall be in form and content satisfactory to the Senior Agent Second Priority Representative and shall contain the following notation (or similar language tailored such other notation acceptable to the nature Second Priority Representative): “The lien created by this mortgage on the property described herein is junior and subordinate to the lien on such property created by any mortgage, deed of trust or similar instrument now or hereafter granted to the instrument) Second Priority Representative, and its successors and assigns, in bold type:such property, in accordance with the provisions of that certain Intercreditor Agreement dated as of August 4, 2009 among Credit Suisse, as Second Priority Representative, U.S. Bank National Association, as Third Priority Representative and the Loan Parties referred to therein, as amended, modified or supplemented from time to time.” (bc) The Senior Agent Second Priority Representative hereby acknowledges that, to the extent that it holds, or a third party holds on its behalf, physical possession of or “control” (as defined in the Uniform Commercial Code) over Common Collateral pursuant to the Senior Second Priority Security Documents, such possession or control is also for the benefit of the Subordinated Holder Representative Third Priority Representatives and the other Subordinated Holders Third Priority Secured Parties solely to the extent required to perfect their Lien security interest in such Common Collateral. Nothing in the preceding sentence shall be construed to impose any duty on the Senior Agent Second Priority Representative (or any third party acting on its behalf) with respect to such Common Collateral or to provide the Subordinated Holder Representative Third Priority Representatives or any other Subordinated Holder Third Priority Secured Party with any rights with respect to such Common Collateral beyond those specified in this Agreement; Agreement and the Third Priority Security Documents, provided that promptly subsequent to the occurrence of the Senior Indebtedness Second Priority Obligations Payment Date, the Senior Agent Second Priority Representative shall (i) deliver to the Subordinated Holder applicable Third Priority Representative, at no the direction of the Second Priority Representative and the Third Priority Representative as is determined between them in accordance with the this Agreement, at the Loan Parties’ sole cost or expense to the Senior Agentand expense, the Common Collateral in its possession or control together with any necessary endorsements, without recourse, representation or warranty, endorsements to the extent required by the Subordinated Debenture Third Priority Documents or (ii) direct and deliver such Common Collateral as a court of competent jurisdiction otherwise directs; provided further , and provided, further, that the provisions of this Agreement are intended solely to govern the respective Lien priorities as between the Senior First Second Priority Secured Parties and the Subordinated Holders Third Priority Secured Parties and shall not impose on the Senior First Second Priority Secured Parties or their representatives any obligations in respect of the disposition of any Common Collateral (or any proceeds thereof) that would conflict with prior perfected Liens or any claims thereon in favor of any other Person that is not a Secured Party.

Agreements Regarding Actions to Perfect Liens. (a) The Subordinated Holder ABL Representative agrees on behalf of itself and the other Subordinated Holders agree (by their execution of the Subordinated Debenture Purchase Agreement and/or the Indenture and by their purchase of the Subordinated Debentures thereunder (or otherwise holding or owning any Subordinated Indebtedness)) ABL Secured Parties that all mortgages, deeds of trust, deeds or other security and similar instruments or letter-in-lieu or other similar notices (collectively, “Mortgages”) now or hereafter filed against real property or other assets of a Loan Party Real Property in favor of or for the benefit of the Subordinated Holder ABL Representative or any Subordinated Holder, or delivered to any third party shall be in form and content satisfactory to the Senior Agent and shall contain the following notation (notation: “The lien created by this mortgage on the property described herein is junior and subordinate to the lien on such property created by any mortgage, deed of trust or similar language tailored instrument now or hereafter granted to Deutsche Bank Trust Company Americas, as Note and Specified Hedge Representative, in accordance with the nature provisions of the instrument) in bold type:Intercreditor Agreement dated as of December 1, 2010, as amended from time to time.” (b) The Senior Agent Each of the ABL Representative and the Note and Specified Hedge Representative hereby acknowledges that, to the extent that it holds, or a third party holds on its behalf, physical possession of or “control” (as defined in the Uniform Commercial Code) over Common Collateral pursuant to the Senior ABL Security Documents or the Note and Specified Hedge Security Documents, as applicable, such possession or control is also for the benefit of the Subordinated Holder Note and Specified Hedge Representative and the other Subordinated Holders Note and Specified Hedge Secured Parties or the ABL Representative and the other ABL Secured Parties, as applicable, solely to the extent required to perfect their Lien security interest (if any) in such Common Collateral; provided that control by the Note and Specified Hedge Representative of the Prepayment Account shall not be for the benefit of the ABL Representative and the other ABL Secured Parties. Nothing in the preceding sentence shall be construed to impose any duty on the Senior Agent ABL Representative or the Note and Specified Hedge Representative (or any third party acting on its either such Person’s behalf) with respect to such Common Collateral or to provide the Subordinated Holder Note and Specified Hedge Representative, any other Note and Specified Hedge Secured Party, the ABL Representative or any other Subordinated Holder ABL Secured Party, as applicable, with any rights with respect to such Common Collateral beyond those specified in this Agreement, the ABL Security Documents and the Note and Specified Hedge Security Documents, as applicable; provided that subsequent to the occurrence of the Senior Indebtedness Payment DateABL Obligations Discharge Date (so long as the Note and Specified Hedge Obligations Discharge Date shall not have occurred), the Senior Agent ABL Representative shall (i) deliver to the Subordinated Holder Note and Specified Hedge Representative, at no the Loan Parties’ sole cost or expense to the Senior Agentand expense, the Common Collateral in its possession or control together with any necessary endorsements, without recourse, representation or warranty, endorsements to the extent required by the Subordinated Debenture Note and Specified Hedge Documents or (ii) deliver such Common Collateral as a court of competent jurisdiction otherwise directs; provided further provided, further, that subsequent to the occurrence of the Note and Specified Hedge Obligations Discharge Date (so long as the ABL Obligations Discharge Date shall not have occurred), the Note and Specified Hedge Representative shall (i) deliver to the ABL Loan Representative, at the Loan Parties’ sole cost and expense, the Collateral in its possession or control together with any necessary endorsements to the extent required by the ABL Documents or (ii) deliver such Collateral as a court of competent jurisdiction otherwise directs; provided, further, that (i) prior to the occurrence of the Note and Specified Hedge Obligations Discharge Date, upon the request of the Note and Specified Hedge Representative or any Initial Loan Party, the ABL Loan Representative shall turn over to the Note and Specified Hedge Representative any Note and Specified Hedge Collateral of which it has physical possession, and (ii) prior to the occurrence of the ABL Obligations Discharge Date, upon the request of the ABL Representative or any Initial Loan Party, the Note and Specified Hedge Representative shall turn over to the ABL Representative any ABL Collateral of which it has physical possession. The provisions of this Agreement are intended solely to govern the respective Lien priorities as between the Senior First Priority ABL Secured Parties and the Subordinated Holders Note and Specified Hedge Secured Parties and shall not impose on the Senior First Priority ABL Secured Parties or their representatives the Note and Specified Hedge Secured Parties any obligations in respect of the disposition of any Common Collateral (or any proceeds thereof) that would conflict with prior perfected Liens or any claims thereon in favor of any other Person that is not a Secured Party.

Agreements Regarding Actions to Perfect Liens. (a) The Subordinated Holder Each Second Priority Representative on behalf of itself and the other Subordinated Holders agree (Second Priority Secured Parties represented by their execution it agrees that UCC-1 financing statements, patent, trademark or copyright filings or other filings or recordings filed or recorded by or on behalf of the Subordinated Debenture Purchase Agreement and/or Second Priority Representative with respect to the Indenture Common Collateral shall be in form reasonably satisfactory to the Designated First Priority Representative. (b) Each Second Priority Representative agrees on behalf of itself and the other Second Priority Secured Parties represented by their purchase of the Subordinated Debentures thereunder (or otherwise holding or owning any Subordinated Indebtedness)) it that all mortgages, deeds of trust, deeds or other security instruments or letter-in-lieu or other similar notices (collectively, “Mortgages”) now or hereafter filed against real property or other assets of a Loan Party each Second Priority Collateral Document securing Common Collateral in favor of or for the benefit of such Second Priority Representative and the Subordinated Holder Representative or any Subordinated Holderother Second Priority Secured Parties represented by it shall, or delivered unless otherwise agreed to any third party shall be in form and content satisfactory to by the Senior Agent and shall Designated First Priority Representative, contain the following notation (or language to similar language tailored effect approved by the Designated First Priority Representative): “Notwithstanding anything herein to the nature contrary, the lien and security interest created by this agreement on the property described herein and the exercise of any right or remedy by the collateral agent hereunder is subject to the provisions of the instrument) in bold type:Junior Lien Intercreditor Agreement dated as of [●] among Bank of America, N.A., as administrative agent and collateral agent for the Existing First Priority Secured Creditors, [●], as administrative agent and collateral agent for the Second Priority Creditors, and each other First Priority Representative and Second Priority Representative from time to time party thereto, and acknowledged and agreed to by Hayward Industries, Inc., a New Jersey corporation, as Borrower, and the Loan Parties referred to therein, as amended, modified or supplemented from time to time.” (bc) The Senior Agent Each First Priority Representative hereby acknowledges that, to the extent that it holds, or a third party holds on its behalf, physical possession of or “control” (as defined in the Uniform Commercial Code) over Common Collateral pursuant to the Senior Security First Priority Collateral Documents, such possession or control is also for the benefit of and on behalf of, and the Subordinated Holder First Priority Representative or such third party holds such possession or control as bailee and agent for, the Second Priority Representative and the other Subordinated Holders Second Priority Secured Parties solely to the extent required to perfect their Lien security interest in such Common CollateralCollateral (such bailment and agency for perfection being intended, among other things, to satisfy the requirements of Sections 8-301(a)(2) and 9-313(c) of the Uniform Commercial Code). Nothing in the preceding sentence shall be construed to impose any duty on the Senior Agent any First Priority Representative (or any third party acting on its behalf) with respect to such Common Collateral or to provide the Subordinated Holder Second Priority Representative or any other Subordinated Holder Second Priority Secured Party with any rights with respect to such Common Collateral beyond those specified in this Agreement; provided that subsequent to the occurrence of the Senior Indebtedness First Priority Obligations Payment Date, the Senior Agent First Priority Representative shall (i) deliver to the Subordinated Holder Second Priority Representative, at no the Borrower’s sole cost or expense to the Senior Agentand expense, the Common Collateral in its possession or control together with any necessary endorsements, without recourse, representation or warranty, endorsements to the extent required by the Subordinated Debenture Second Priority Documents (and to the extent not so required, such delivery shall be made to the Borrower) or (ii) direct and deliver such Common Collateral as a court of competent jurisdiction otherwise directs; provided further , and provided, further, that the provisions of this Agreement are intended solely to govern the respective Lien priorities as between the Senior First Priority Secured Parties on the one hand and the Subordinated Holders Second Priority Secured Parties on the other hand and shall not impose on the Senior First Priority Secured Parties or their representatives any obligations in respect of the disposition of any Common Collateral (or any proceeds thereof) that would conflict with prior perfected Liens or any claims thereon in favor of any other Person that is not a Secured Party.

Agreements Regarding Actions to Perfect Liens. (a) The Subordinated Holder Second Priority Representative agrees, on behalf of itself and the other Subordinated Holders agree (Second Priority Secured Parties, that UCC-1 financing statements, filed or recorded by their execution or on behalf of the Subordinated Debenture Purchase Agreement and/or the Indenture and by their purchase of the Subordinated Debentures thereunder (or otherwise holding or owning any Subordinated Indebtedness)) that all mortgages, deeds of trust, deeds or other security instruments or letter-in-lieu or other similar notices (collectively, “Mortgages”) now or hereafter filed against real property or other assets of a Loan Party in favor of or for the benefit of the Subordinated Holder such Second Priority Representative or any Subordinated Holder, other Second Priority Secured Party (or delivered to any third party agent or other representative thereof) in respect of ABL Priority Collateral shall be in form and content reasonably satisfactory to the Senior Agent and shall contain the following notation (or similar language tailored to the nature of the instrument) in bold type:First Priority Representative. (b) The Senior Agent First Priority Representative hereby acknowledges that, to the extent that it holds, or a third party holds on its behalf, physical possession of or “control” (as defined in the Uniform Commercial Code) over any Common Collateral pursuant to the Senior Security First Priority Documents, such possession or control is also for the benefit of the Subordinated Holder Second Priority Representative and the other Subordinated Holders Second Priority Secured Parties, but solely as gratuitous bailee to the extent required to perfect their Lien security interest in such Common Collateral. Nothing in the preceding sentence shall be construed to impose any duty on the Senior Agent First Priority Representative (or any third party acting on its behalf) with respect to such Common Collateral or to provide the Subordinated Holder any Second Priority Representative or any other Subordinated Holder Second Priority Secured Party with any rights with respect to such Common Collateral beyond those specified in this AgreementAgreement and the Second Priority Documents; provided that subsequent to the occurrence of the Senior Indebtedness First Priority Obligations Payment DateDate in each case at the Borrower’s sole cost and expense, (i) the Senior Agent First Priority Representative shall (ix) deliver to the Subordinated Holder RepresentativeSecond Priority Representative (and each Grantor hereby directs such First Priority Representative to so deliver), at no cost any stock certificates or expense to the Senior Agent, the promissory notes evidencing or constituting Common Collateral in its possession or control together with any necessary endorsements, without recourse, representation or warranty, endorsements to the extent required by the Subordinated Debenture Second Priority Documents or (iiy) direct and deliver such the Common Collateral as a court of competent jurisdiction otherwise directsdirects and (ii) in the case of any Common Collateral consisting of deposit accounts or securities accounts as to which the First Priority Representative has control pursuant to an account control agreement, the First Priority Representative and the applicable Grantor shall take such actions, if any, as are required to cause control over such Common Collateral to become vested in the Second Priority Representative; provided further that the provisions of this Agreement are intended solely to govern the respective Lien priorities as between the Senior First Priority Secured Parties Parties, and the Subordinated Holders Second Priority Secured Parties and shall not impose on the Senior First Priority Secured Parties or their representatives any obligations in respect of the disposition of any Common Collateral (or any proceeds thereof) that would conflict with prior perfected Liens or any claims thereon in favor of any other Person that is not a Secured Party. (c) Other than as set forth in the first proviso to the second sentence of the immediately preceding paragraph, any First Priority Secured Party with physical possession of or control over Common Collateral shall not have any duty or liability to protect or preserve any rights pertaining to any of such Common Collateral and, except for gross negligence or willful misconduct as determined pursuant to a final non-appealable order of a court of competent jurisdiction, and each Second Priority Secured Party hereby waives and releases such Person from all claims and liabilities arising pursuant to such Person’s role as gratuitous bailee with respect to such Common Collateral.

Agreements Regarding Actions to Perfect Liens. (a) The Subordinated Holder ABL Representative agrees on behalf of itself and the other Subordinated Holders agree (by their execution of the Subordinated Debenture Purchase Agreement and/or the Indenture and by their purchase of the Subordinated Debentures thereunder (or otherwise holding or owning any Subordinated Indebtedness)) ABL Secured Parties that all mortgages, deeds of trust, deeds or other security and similar instruments or letter-in-lieu or other similar notices (collectively, “Mortgagesmortgages”) now or hereafter filed against real property or other assets of a Loan Party Real Property in favor of or for the benefit of the Subordinated Holder ABL Representative or any Subordinated Holder, or delivered to any third party shall be in form and content satisfactory to the Senior Agent and shall contain the following notation (notation: “The lien created by this mortgage on the property described herein is junior and subordinate to the lien on such property created by any mortgage, deed of trust or similar language tailored instrument now or hereafter granted to U.S. Bank National Association, as Term Debt Representative, in accordance with the nature provisions of the instrument) in bold type:Intercreditor Agreement dated as of July 2, 2009, as amended from time to time.” (b) The Senior Agent Each of the ABL Representative and the Term Debt Representative hereby acknowledges that, to the extent that it holds, or a third party holds on its behalf, physical possession of or “control” (as defined in the Uniform Commercial Code) over Common Collateral pursuant to the Senior ABL Security Documents or the Term Debt Security Documents, as applicable, such possession or control is also for the benefit of the Subordinated Holder Term Debt Representative and the other Subordinated Holders Term Debt Secured Parties or the ABL Representative and the other ABL Secured Parties, as applicable, solely to the extent required to perfect their Lien security interest in such Common Collateral. Nothing in the preceding sentence shall be construed to impose any duty on the Senior Agent ABL Representative or the Term Debt Representative (or any third party acting on its either such Person’s behalf) with respect to such Common Collateral or to provide the Subordinated Holder Term Debt Representative, any other Term Debt Secured Party, the ABL Representative or any other Subordinated Holder ABL Secured Party, as applicable, with any rights with respect to such Common Collateral beyond those specified in this Agreement; , the ABL Security Documents and the Term Debt Security Documents, as applicable, provided that subsequent to the occurrence of the Senior Indebtedness ABL Obligations Payment DateDate (so long as the Term Debt Obligations Payment Date shall not have occurred), the Senior Agent ABL Representative shall (i) deliver to the Subordinated Holder Term Debt Representative, at no the Loan Parties’ sole cost or expense to the Senior Agentand expense, the Common Collateral in its possession or control together with any necessary endorsements, without recourse, representation or warranty, endorsements to the extent required by the Subordinated Debenture Term Debt Documents or (ii) direct and deliver such Common Collateral as a court of competent jurisdiction otherwise directs; provided further provided, further, that subsequent to the occurrence of the Term Debt Obligations Payment Date (so long as the ABL Obligations Payment Date shall not have occurred), the Term Debt Representative shall (i) deliver to the ABL Loan Representative, at the Loan Parties’ sole cost and expense, the Collateral in its possession or control together with any necessary endorsements to the extent required by the ABL Documents or (ii) direct and deliver such Collateral as a court of competent jurisdiction otherwise directs; provided, further, that (i) prior to the occurrence of the Term Obligations Payment Date, upon the request of the Term Debt Representative or the Company, the ABL Loan Representative shall turn over to the Term Debt Representative any Term Debt Priority Collateral of which it has physical possession, and (ii) prior to the occurrence of the ABL Obligations Payment Date, upon the request of the ABL Representative or the Company, the Term Debt Representative shall turn over to the ABL Representative any ABL Priority Collateral of which it has physical possession. The provisions of this Agreement are intended solely to govern the respective Lien priorities as between the Senior First Priority ABL Secured Parties and the Subordinated Holders Term Debt Secured Parties and shall not impose on the Senior First Priority ABL Secured Parties or their representatives the Term Debt Secured Parties any obligations in respect of the disposition of any Common Collateral (or any proceeds thereof) that would conflict with prior perfected Liens or any claims thereon in favor of any other Person that is not a Secured Party.

Agreements Regarding Actions to Perfect Liens. (a) The Subordinated Holder Until Payment in Full of all First Lien Obligations, each Second Lien Representative on behalf of itself and the other Subordinated Holders agree (by their execution Second Lien Secured Parties and each Third Lien Representative on behalf of itself and the Subordinated Debenture Purchase Agreement and/or the Indenture and by their purchase of the Subordinated Debentures thereunder (Third Lien Secured Parties agrees that UCC-1 financing statements, patent, trademark or otherwise holding or owning any Subordinated Indebtedness)) that all mortgages, deeds of trust, deeds copyright filings or other security instruments filings or letter-in-lieu recordings filed or other similar notices (collectivelyrecorded by or on behalf of such Second Lien Representative, “Mortgages”) now or hereafter filed against real property or other assets of a Loan Party in favor of or for the benefit of the Subordinated Holder Second Lien Secured Party, Third Lien Representative or any Subordinated HolderThird Lien Secured Party, or delivered to any third party as applicable, shall be in form and content reasonably satisfactory to the Senior Agent First Lien Controlling Collateral Parties. To the extent the First Lien Obligations shall have been Paid in Full and so long as the Second Lien Obligations shall contain not have been Paid in Full, each Third Lien Representative on behalf of itself and the following notation (Third Lien Secured Parties agrees that UCC-1 financing statements, patent, trademark or similar language tailored copyright filings or other filings or recordings filed or recorded by or on behalf of such Third Lien Representative or such Third Lien Secured Party shall be in form reasonably satisfactory to the nature of the instrument) in bold type:Second Lien Controlling Collateral Parties. (b) The Senior Agent hereby acknowledges thatWithout the prior written consent of the First Lien Controlling Collateral Parties, no Second Lien Collateral Document or Third Lien Collateral Document may be amended, supplemented or otherwise modified or entered into to the extent that it holdssuch amendment, supplement or modification, or a third party holds on its behalfthe terms of any new Second Lien Collateral Document or any new Third Lien Collateral Document, physical possession of or “control” (as defined in the Uniform Commercial Code) over Common Collateral pursuant to the Senior Security Documents, such possession or control is also for the benefit would be inconsistent with any of the Subordinated Holder Representative and terms of the other Subordinated Holders solely First Lien Collateral Documents. Upon Payment in Full of all First Lien Obligations, without the prior written consent of the Second Lien Controlling Collateral Parties, no Third Lien Collateral Document may be amended, supplemented or otherwise modified or entered into to the extent required to perfect their such amendment, supplement or modification, or the terms of any new Third Lien in such Common Collateral. Nothing in the preceding sentence shall Collateral Document, would be construed to impose any duty on the Senior Agent (or any third party acting on its behalf) with respect to such Common Collateral or to provide the Subordinated Holder Representative or any other Subordinated Holder inconsistent with any rights with respect to such Common Collateral beyond those specified in this Agreement; provided that subsequent to the occurrence of the Senior Indebtedness Payment Date, the Senior Agent shall (i) deliver to the Subordinated Holder Representative, at no cost or expense to the Senior Agent, the Common Collateral in its possession or control together with any necessary endorsements, without recourse, representation or warranty, to the extent required by the Subordinated Debenture Documents or (ii) deliver such Common Collateral as a court of competent jurisdiction otherwise directs; provided further that the provisions of this Agreement are intended solely to govern the respective Lien priorities as between the Senior First Priority Secured Parties and the Subordinated Holders and shall not impose on the Senior First Priority Secured Parties or their representatives any obligations in respect terms of the disposition of any Common Collateral (or any proceeds thereof) that would conflict with prior perfected Liens or any claims thereon in favor of any other Person that is not a Secured Party.Second Lien Collateral

Agreements Regarding Actions to Perfect Liens. (a) The Subordinated Holder Second Priority Representative on behalf of itself and the other Subordinated Holders agree (Second Priority Secured Parties agrees that Uniform Commercial Code financing statements, patent, trademark or copyright filings or other filings or recordings filed or recorded by their execution or on behalf of the Subordinated Debenture Purchase Agreement and/or Second Priority Representative shall be in form reasonably necessary to evidence and perfect the Indenture Second Priority Representative’s security interest in the relevant Collateral. (b) The Second Priority Representative agrees on behalf of itself and by their purchase of the Subordinated Debentures thereunder (or otherwise holding or owning any Subordinated Indebtedness)) other Second Priority Secured Parties that all mortgages, deeds of trust, deeds or other security and similar instruments or letter-in-lieu or other similar notices (collectively, “Mortgagesmortgages”) now or hereafter filed against real property or other assets of a Loan Party in favor of or for the benefit of the Subordinated Holder Second Priority Representative or any Subordinated Holder, or delivered to any third party and the other Second Priority Secured Parties shall be in form reasonably necessary to evidence and content satisfactory to perfect the Senior Agent Second Priority Representative’s security interest in the relevant Collateral and shall contain the following notation (notation: “The lien created by this mortgage on the property described herein is junior and subordinate to the lien on such property created by any mortgage, deed of trust or similar language tailored instrument now or hereafter granted to the nature First Priority Representative, and its successors and assigns, in such property, in accordance with the provisions of the instrument) in bold type:Intercreditor Agreement dated as of , 20 among Wilmington Trust FSB, as Collateral Agent, , as , Bankrate, Inc., as the Company, and the other Grantors referred to therein, as amended from time to time.” (bc) The Senior Agent First Priority Representative hereby acknowledges that, to the extent that it holds, or a third party holds on its behalf, physical possession of or “control” (as defined in the Uniform Commercial Code) over Common Collateral pursuant to the Senior First Priority Security Documents, such possession or control is also for the benefit of of, and the Subordinated Holder First Priority Representative or such third party holds such possession or control as bailee and agent for, the Second Priority Representative and the other Subordinated Holders Second Priority Secured Parties solely to the extent required to perfect their Lien security interest in such Common CollateralCollateral (such bailment and agency for perfection being intended, among other things, to satisfy the requirements of Sections 8-301(a)(2) and 9-313(c) of the Uniform Commercial Code). Nothing in the preceding sentence shall be construed to impose any duty on the Senior Agent First Priority Representative (or any third party acting on its behalf) with respect to such Common Collateral or to provide the Subordinated Holder Second Priority Representative or any other Subordinated Holder Second Priority Secured Party with any rights with respect to such Common Collateral beyond those specified in this Agreement; Agreement and the Second Priority Security Documents, provided that subsequent to the occurrence of the Senior Indebtedness First Priority Obligations Payment Date, the Senior Agent First Priority Representative shall (i) deliver to the Subordinated Holder Second Priority Representative, at no the Company’s sole cost or expense to the Senior Agentand expense, the Common Collateral in its possession or control together with any necessary endorsements, without recourse, representation or warranty, endorsements to the extent required by the Subordinated Debenture Second Priority Documents or (ii) direct and deliver such Common Collateral as a court of competent jurisdiction otherwise directs; provided further , and provided, further, that the provisions of this Agreement are intended solely to govern the respective Lien priorities as between the Senior First Priority Secured Parties and the Subordinated Holders Second Priority Secured Parties and shall not impose on the Senior First Priority Secured Parties or their representatives any obligations in respect of the disposition of any Common Collateral (or any proceeds thereof) that would conflict with prior perfected Liens or any claims thereon in favor of any other Person that is not a Secured Party.

Agreements Regarding Actions to Perfect Liens. (a) The Subordinated Holder Representative Term Facility Agent on behalf of itself and the other Subordinated Holders agree (Term Facility Secured Parties agrees that, prior to the Revolving Facility Obligations Payment Date, UCC-1 financing statements, patent, trademark or copyright filings or other filings or recordings filed or recorded by their execution or on behalf of the Subordinated Debenture Purchase Agreement and/or Term Facility Agent shall be in form reasonably satisfactory to the Indenture Revolving Facility Agent. The Revolving Facility Agent agrees to promptly notify the Term Facility Agent and by their purchase the Borrower upon the occurrence of all the events described in clauses (a), (b) and (c) of the Subordinated Debentures thereunder defined term “Revolving Facility Obligations Payment Date”. (b) The Revolving Facility Agent on behalf of itself and the other Revolving Facility Secured Parties agrees that, prior to the Term Facility Obligations Payment Date, UCC-1 financing statements, patent, trademark or otherwise holding copyright filings or owning any Subordinated Indebtedness)other filings or recordings filed or recorded by or on behalf of the Revolving Facility Agent shall be in form reasonably satisfactory to the Term Facility Agent. The Term Facility Agent agrees to promptly notify the Revolving Facility Agent and the Borrower upon the occurrence of the event described in clause (a) that of the defined term “Term Facility Obligations Payment Date”. (c) The Revolving Facility Agent agrees on behalf of itself and the other Revolving Facility Secured Parties that, prior to the Term Facility Obligations Payment Date, all mortgages, deeds of trust, deeds or other security and similar instruments or letter-in-lieu or other similar notices (collectively, “Mortgagesmortgages”) now or hereafter filed against real property or other assets of a Loan Party in favor of or for the benefit of the Subordinated Holder Representative or any Subordinated Holder, or delivered to any third party Revolving Facility Agent shall be in form and content reasonably satisfactory to the Senior Term Facility Agent and shall contain substantially the following notation (notation: “The lien created by this mortgage on the property described herein is junior and subordinate to the lien on such property created by any mortgage, deed of trust or similar language tailored instrument now or hereafter granted to JPMorgan Chase Bank, N.A., as Administrative Agent, and its successors and assigns in such property in accordance with the nature provisions of the instrument) in bold type:Intercreditor Agreement dated as of June 7, 2007 among JPMorgan Chase Bank, N.A., as Revolving Facility Agent, JPMorgan Chase Bank, N.A., as Term Facility Agent, and Fender Musical Instruments Corporation and certain of its subsidiaries”. (bd) The Senior Each of the Revolving Facility Agent and the Term Facility Agent hereby acknowledges that, to the extent that it holds, or a third party holds on its behalf, physical possession of or “control” (as defined in the Uniform Commercial Code) over Common Collateral pursuant to the Senior Revolving Facility Security Documents or the Term Facility Security Documents, as applicable, such possession or control is also for the benefit of the Subordinated Holder Representative Term Facility Agent and the other Subordinated Holders Term Facility Secured Parties or the Revolving Facility Agent and the other Revolving Facility Secured Parties, as applicable, solely to the extent required to perfect their Lien security interest in such Common Collateral. Nothing in the preceding sentence shall be construed to impose any duty on the Senior Revolving Facility Agent or the Term Facility Agent (or any third party acting on its either such Person’s behalf) with respect to such Common Collateral or to provide the Subordinated Holder Representative Term Facility Agent or any other Subordinated Holder Term Facility Secured Party or the Revolving Facility Agent or any other Revolving Facility Secured Party, as applicable, with any rights with respect to such Common Collateral beyond those specified in this Agreement; , the Revolving Facility Security Documents and the Term Facility Security Documents, provided that (i) subsequent to the occurrence of the Senior Indebtedness Revolving Facility Obligations Payment DateDate (if the Term Facility Obligations Payment Date has not occurred), the Senior Revolving Facility Agent shall (iA) deliver to the Subordinated Holder RepresentativeTerm Facility Agent, at no the Borrower’s sole cost or expense to the Senior Agentand expense, the Common Collateral in its possession or control together with any necessary endorsements, without recourse, representation or warranty, endorsements to the extent required by the Subordinated Debenture Term Facility Documents or (iiB) direct and deliver such Common Collateral as a court of competent jurisdiction otherwise directs; provided further , and (ii) subsequent to the occurrence of the Term Facility Obligations Payment Date (if the Revolving Facility Obligations Payment Date has not occurred), the Term Facility Agent shall (A) deliver to the Revolving Facility Agent, at the Borrower’s sole cost and expense, the Common Collateral in its possession or control together with any necessary endorsements to the extent required by the Revolving Facility Documents or (B) direct and deliver such Common Collateral as a court of competent jurisdiction otherwise directs, and provided, further, that the provisions of this Agreement are intended solely to govern the respective Lien priorities as between the Senior First Priority Revolving Facility Secured Parties and the Subordinated Holders Term Facility Secured Parties and shall not impose on the Senior First Priority Revolving Facility Secured Parties or their representatives the Term Facility Secured Parties any obligations in respect of the disposition of any Common Collateral (or any proceeds thereof) that would conflict with prior perfected Liens or any claims thereon in favor of any other Person that is not a Secured Party.

Agreements Regarding Actions to Perfect Liens. (a) The Subordinated Holder Second Priority Representative on behalf of itself and the other Second Priority Secured Parties agrees that UCC-1 financing statements, filings with the FAA, filings in the International Registry, patent, trademark or copyright filings or other filings or recordings filed or recorded by or on behalf of the Second Priority Representative shall be in form satisfactory to the First Priority Representative. The Junior Priority Representative on behalf of itself and the other Junior Priority Secured Parties agrees that UCC-1 financing statements, filings with the FAA, filings in the International Registry, patent, trademark or copyright filings or other filings or recordings filed or recorded by or on behalf of the Junior Priority Representative shall be in form satisfactory to the First Priority Representative and the Second Priority Representative. (b) The Second Priority Representative agrees on behalf of itself and the other Subordinated Holders agree (by their execution of the Subordinated Debenture Purchase Agreement and/or the Indenture and by their purchase of the Subordinated Debentures thereunder (or otherwise holding or owning any Subordinated Indebtedness)) Second Priority Secured Parties that all mortgages, deeds to secure debt, deeds of trust, deeds or other security and similar instruments or letter-in-lieu or other similar notices (collectively, “Mortgagesmortgages”) now or hereafter thereafter filed against real property or other assets of a Loan Party in favor of or for the benefit of the Subordinated Holder Second Priority Representative or any Subordinated Holder, or delivered to any third party shall be in form and content satisfactory to the Senior Agent First Priority Representative and shall contain the following notation (notation: “The lien created by this mortgage on the property described herein is junior and subordinate to the lien on such property created by any mortgage, deed to secure debt, deed of trust, deed or similar language tailored instrument now or hereafter granted to JPMorgan Chase Bank, N.A., as collateral agent, and its successors and assigns, in such property, in accordance with the provisions of the Intercreditor Agreement dated as of April 30, 2007 among JPMorgan Chase Bank, N.A., as collateral agent for the First Priority Secured Parties referred to therein, Xxxxxxx Xxxxx Credit Partners L.P., as collateral agent for the Second Priority Secured Parties referred to therein, Delta Air Lines, Inc. and the other Loan Parties referred to therein, and any other Persons who become parties thereto, as amended from time to time.” (c) The Junior Priority Representative agrees on behalf of itself and the other Junior Priority Secured Parties that all mortgages (as defined above) now or thereafter filed against real property in favor of or for the benefit of the Junior Priority Representative shall be in form satisfactory to the nature First Priority Representative and the Second Priority Representative and shall contain the following notation: “The lien created by this mortgage on the property described herein is junior and subordinate to the lien on such property created by any mortgage, deed of trust or similar instrument now or hereafter granted to JPMorgan Chase Bank, N.A., as collateral agent, and its successors and assigns, and to the lien on such property created by any mortgage, deed of trust or similar instrument now or hereafter granted to Xxxxxxx Xxxxx Credit Partners L.P., as collateral agent, and its successors and assigns, in each case in such property, in accordance with the provisions of the instrument) in bold type: Intercreditor Agreement dated as of April 30, 2007 among JPMorgan Chase Bank, N.A., as collateral agent for the First Priority Secured Parties referred to therein, Xxxxxxx Xxxxx Credit Partners L.P., as collateral agent for the Second Priority Secured Parties referred to therein, Delta Air Lines, Inc. and the other Loan Parties referred to therein, and any other Persons who become parties thereto, as amended from time to time.” (bd) The Senior Agent First Priority Representative hereby acknowledges that, to the extent that (x) it holds, or a third party holds on its behalf, physical possession of or “control” (as defined in the Uniform Commercial Code) over Common Collateral pursuant to the Senior First Priority Security DocumentsDocuments (including without limitation, control agreements in respect of deposit accounts or securities accounts) or (y) an assignment of moneys constituting amounts due or to be due under government contracts pursuant to the Assignment of Claims Act of 1940, as amended, to the extent constituting Common Collateral, has been made to the First Priority Representative pursuant to the First Priority Security Documents (each, an “Assignment of Moneys”), such possession possession, control or control assignment is also for the benefit of the Subordinated Holder Second Priority Representative, the other Second Priority Secured Parties, the Junior Priority Representative and the other Subordinated Holders Junior Priority Secured Parties solely to the extent required to perfect their Lien security interest in such Common Collateral. Nothing in the preceding sentence shall be construed to impose any duty on the Senior Agent First Priority Representative (or any third party acting on its behalf) with respect to such Common Collateral or to provide the Subordinated Holder Second Priority Representative, any other Second Priority Secured Party, the Junior Priority Representative or any other Subordinated Holder Junior Priority Secured Party with any rights with respect to such Common Collateral beyond those specified in this Agreement; , the Second Priority Security Documents or the Junior Priority Security Documents, as applicable, provided that subsequent to the occurrence of the Senior Indebtedness First Priority Obligations Payment Date, the Senior Agent shall First Priority Representative shall (i) deliver to the Subordinated Holder Second Priority Representative, at no the Borrower’s sole cost or expense to the Senior Agentand expense, the Common Collateral in its possession or control together with any necessary endorsements, without recourseand in the case of any control agreements in respect of deposit accounts or securities accounts or any Assignment of Moneys, representation execute, at the Borrower’s sole cost and expense, any documents reasonably requested by the Borrower and the Second Priority Representative to permit the Second Priority Representative to become a party thereto as the replacement secured party or warrantyassignee, as the case may be, in each case to the extent required by the Subordinated Debenture Second Priority Documents (at which point the Second Priority Representative shall hold any applicable Common Collateral in accordance with this Section for the benefit of the Junior Priority Secured Parties until the Second Priority Obligations Payment Date) or (ii) direct and deliver such Common Collateral as a court of competent jurisdiction otherwise directs; provided further , and provided, further, that the provisions of this Agreement are intended solely to govern the respective Lien priorities as between the Senior First Priority Secured Parties, the Second Priority Secured Parties and the Subordinated Holders Junior Priority Secured Parties, as applicable, and shall not impose on the Senior First Priority Secured Parties or their representatives the Second Priority Secured Parties, as applicable, any obligations in respect of the disposition of any Common Collateral (or any proceeds thereof) that would conflict with prior perfected Liens or any claims thereon in favor of any other Person that is not a Secured Party. 2.4.

Agreements Regarding Actions to Perfect Liens. (a) The Subordinated Holder ABL Representative agrees on behalf of itself and the other Subordinated Holders agree (by their execution of the Subordinated Debenture Purchase Agreement and/or the Indenture and by their purchase of the Subordinated Debentures thereunder (or otherwise holding or owning any Subordinated Indebtedness)) ABL Secured Parties that all mortgages, deeds of trust, deeds or other security and similar instruments or letter-in-lieu or other similar notices (collectively, “Mortgagesmortgages”) now or hereafter filed against real property or other assets of a Loan Party Real Property in favor of or for the benefit of the Subordinated Holder ABL Representative or any Subordinated Holder, or delivered to any third party shall be in form and content satisfactory to the Senior Agent and shall contain the following notation (notation: “The lien created by this mortgage on the property described herein is junior and subordinate to the lien on such property created by any mortgage, deed of trust or similar language tailored instrument now or hereafter granted to FBR Capital Markets LT, Inc., as Term Debt Representative, in accordance with the nature provisions of the instrument) in bold type:Intercreditor Agreement dated as of April 15, 2011, as amended from time to time.” (b) The Senior Agent Each of the ABL Representative and the Term Debt Representative hereby acknowledges that, to the extent that it holds, or a third party holds on its behalf, physical possession of or “control” (as defined in the Uniform Commercial Code) over Common Collateral pursuant to the Senior ABL Security Documents or the Term Debt Security Documents, as applicable, such possession or control is also for the benefit of the Subordinated Holder Term Debt Representative and the other Subordinated Holders Term Debt Secured Parties or the ABL Representative and the other ABL Secured Parties, as applicable, solely to the extent required to perfect their Lien security interest in such Common Collateral. Nothing in the preceding sentence shall be construed to impose any duty or fiduciary role or status on the Senior Agent ABL Representative or the Term Debt Representative (or any third party acting on its either such Person’s behalf) with respect to such Common Collateral or to provide the Subordinated Holder Term Debt Representative, any other Term Debt Secured Party, the ABL Representative or any other Subordinated Holder ABL Secured Party, as applicable, with any rights with respect to such Common Collateral beyond those specified in this Agreement; , the ABL Security Documents and the Term Debt Security Documents, as applicable, provided that subsequent to the occurrence of the Senior Indebtedness ABL Obligations Payment DateDate (so long as the Term Debt Obligations Payment Date shall not have occurred), the Senior Agent ABL Representative shall (i) deliver to the Subordinated Holder Term Debt Representative, at no the Loan Parties’ sole cost or expense to the Senior Agentand expense, the Common Collateral in its possession or control together with any necessary endorsements, without recourse, representation or warranty, endorsements to the extent required by the Subordinated Debenture Term Debt Documents and take all commercially reasonable actions requested by Term Debt Representative to transfer to Term Debt Representative control over any Collateral then subject to ABL Representative’s control to the extent required by the Term Debt Documents (provided that ABL Representative shall have no obligations to transfer any of ABL Representative’s rights or interests in any control agreement to the extent such transfer would require the consent or approval of any third party (including any applicable depository bank or financial intermediary) that has not been granted) or (ii) direct and deliver and/or take such Common actions with respect to such Collateral as a court of competent jurisdiction otherwise directs; provided, further, that subsequent to the occurrence of the Term Debt Obligations Payment Date (so long as the ABL Obligations Payment Date shall not have occurred), the Term Debt Representative shall (i) deliver to the ABL Loan Representative, at the Loan Parties’ sole cost and expense, the Collateral in its possession together with any necessary endorsements to the extent required by the ABL Documents and take all commercially reasonable actions requested by ABL Representative to transfer to ABL Representative control over any Collateral then subject to Term Debt Representative’s control to the extent required by the ABL Documents (provided further that Term Debt Representative shall have no obligations to transfer any of Term Debt Representative’s rights or interests in any control agreement to the extent such transfer would require the consent or approval of any third party (including any applicable depository bank or financial intermediary) that has not been granted) or (ii) direct and deliver and/or take such actions with respect to such Collateral as a court of competent jurisdiction otherwise directs; provided, further, that (i) prior to the occurrence of the Term Obligations Payment Date, upon the request of the Term Debt Representative or the Parent Borrower, the ABL Loan Representative shall turn over to the Term Debt Representative any Term Debt Priority Collateral of which it has physical possession, and (ii) prior to the occurrence of the ABL Obligations Payment Date, upon the request of the ABL Representative or the Parent Borrower, the Term Debt Representative shall turn over to the ABL Representative any ABL Priority Collateral of which it has physical possession. To the extent that the ABL Representative and the Term Debt Representative are jointly party to (x) any landlord’s agreement regarding any business location of Loan Parties or any warehouseman’s or bailee’s agreement with respect to any of the Collateral or (y) any “control” agreement with respect to any Deposit Account, securities account or investment account of any Loan Party, and the provisions of such agreement shall provide that such agreement is for the benefit of both ABL Creditors and Term Debt Creditors but further provide that either the ABL Representative or the Term Debt Representative (for purposes of this sentence, either a “Representative”) is the “lender representative” with the sole authority to give instructions on behalf of the ABL Creditors and the Term Debt Creditors under such agreement, then (1) in the event of any commencement of Enforcement Actions in accordance with this Agreement by the Representative that is not designated as such “lender representative” under any such agreement (as to any such agreement, the “Non-Designated Representative”), upon reasonable request of such Non-Designated Representative, the Representative that is designated as such “lender representative” (as to any such agreement, the “Designated Representative”) shall exercise its rights as “lender representative” under such agreement as necessary to provide the Non-Designated Representative with access to such business premises or Collateral that is the Senior Collateral of such Non-Designated Representative for the purposes of such Non-Designated Representative exercising its Enforcement Actions with respect to its Senior Collateral located at such business location or with respect to its Senior Collateral in possession of such bailee or on deposit in such account and (2) upon the occurrence of the ABL Obligations Payment Date or the Term Debt Obligations Payment Date (as applicable), the ABL Representative or Term Debt Representative (as applicable) shall give notice under each such agreement as to which it is the Designated Representative to notify the other parties to such agreement that thereafter the Term Debt Representative or ABL Representative (as applicable) should be the Designated Representative under such agreement. The provisions of this Agreement are intended solely to govern the respective Lien priorities as between the Senior First Priority ABL Secured Parties and the Subordinated Holders Term Debt Secured Parties and shall not impose on the Senior First Priority ABL Secured Parties or their representatives the Term Debt Secured Parties any obligations in respect of the disposition of any Common Collateral (or any proceeds thereof) that would conflict with prior perfected Liens or any claims thereon in favor of any other Person that is not a Secured Party.

Agreements Regarding Actions to Perfect Liens. (a) The Subordinated Holder Second Priority Representative agrees on behalf of itself and the other Subordinated Holders agree (by their execution of the Subordinated Debenture Purchase Agreement and/or the Indenture and by their purchase of the Subordinated Debentures thereunder (or otherwise holding or owning any Subordinated Indebtedness)) Second Priority Secured Parties that all mortgages, deeds of trust, deeds or other security instruments or letter-in-lieu or other Second Priority Security Documents shall be deemed to contain the following notation: “The lien created by [this Agreement] on the property described herein is junior and subordinate to the lien on such property created by any similar notices (collectively, “Mortgages”) instrument now or hereafter filed against real property or other assets granted to The Bank of a Loan Party Nova Scotia, as Administrative Agent, and its successors and assigns, in favor of or for such property, in accordance with the benefit provisions of the Subordinated Holder Representative or any Subordinated HolderIntercreditor Agreement dated as of January 18, or delivered 2011, among The Bank of Nova Scotia, as First Priority Representative, Xxxxx Fargo Bank, National Association, as Second Priority Representative, Seagate HDD Cayman, Seagate Technology International and the other Loan Parties referred to any third party shall be in form and content satisfactory therein, as amended from time to the Senior Agent and shall contain the following notation (or similar language tailored to the nature of the instrument) in bold type:time.” (b) The Senior Agent First Priority Representative hereby acknowledges agrees that, to the extent that it holds, or a third party holds on its behalf, physical possession of or “control” (as defined in the Uniform Commercial Code) (or any similar concept under foreign law) over Common Collateral pursuant to the Senior First Priority Security Documents, such possession or control is also for the benefit of the Subordinated Holder Second Priority Representative and the other Subordinated Holders Second Priority Secured Parties solely to the extent required to perfect their Lien security interest in such Common Collateral. Nothing in the preceding sentence shall be construed to impose any duty on the Senior Agent First Priority Representative (or any third party acting on its behalf) with respect to such Common Collateral or to provide the Subordinated Holder Second Priority Representative or any other Subordinated Holder Second Priority Secured Party with any rights with respect to such Common Collateral beyond those specified in this Agreement; Agreement and the Second Priority Security Documents, provided that subsequent to as promptly as practicable following the occurrence of the Senior Indebtedness First Priority Obligations Payment Date, the Senior Agent First Priority Representative shall (i) deliver to the Subordinated Holder Second Priority Representative, at no the Borrower’s sole cost or expense to the Senior Agentand expense, the Common Collateral in its possession or control together with any necessary endorsements, without recourse, representation or warranty, endorsements to the extent required by the Subordinated Debenture Second Priority Documents or (ii) direct and deliver such Common Collateral as a court of competent jurisdiction otherwise directs; provided further provided, however, that the provisions of this Agreement are intended solely to govern the respective Lien priorities as between the Senior First Priority Secured Parties and the Subordinated Holders Second Priority Secured Parties and shall not impose on the Senior First Priority Secured Parties or their representatives any obligations in respect of the disposition of any Common Collateral (or any proceeds thereof) that would conflict with prior perfected Liens or any claims thereon in favor of any other Person that is not a Secured Party. The Loan Parties shall take such further actions as may be reasonably requested by the Second Priority Representative to effectuate the transfer of the Common Collateral upon the occurrence of the First Priority Obligations Payment Date to the Second Priority Representative contemplated hereby.

Agreements Regarding Actions to Perfect Liens. (a) The Subordinated Holder Second Priority Representative on behalf of itself and the other Subordinated Holders agree (Second Priority Secured Parties agrees that UCC-1 financing statements, patent, trademark or copyright filings or other filings or recordings filed or recorded by their execution or on behalf of the Subordinated Debenture Purchase Agreement and/or the Indenture and by their purchase of the Subordinated Debentures thereunder (or otherwise holding or owning any Subordinated Indebtedness)) that all mortgages, deeds of trust, deeds or other security instruments or letter-in-lieu or other similar notices (collectively, “Mortgages”) now or hereafter filed against real property or other assets of a Loan Party in favor of or for the benefit of the Subordinated Holder Second Priority Representative or any Subordinated Holder, or delivered to any third party shall be in form and content satisfactory to the Senior Agent First Priority Representative. (b) The Second Priority Representative agrees on behalf of itself and the other Second Priority Secured Parties that all Second Priority Security Documents entered into on or about the date hereof shall contain the following notation (or similar language tailored such other notation acceptable to the nature First Priority Representatives): “The lien and security interest created by this Agreement on the property described herein is junior and subordinate, in accordance with the provisions of the instrument) Intercreditor Agreement dated as of April 26, 2011, among Bank of America, N.A., as First Priority Representative, U.S. National Bank Association, as Second Priority Representative, Commercial Vehicle Group, Inc. and the other Loan Parties referred to therein, as amended from time to time, to the lien and security interest on such property created by any similar instrument now or hereafter granted to Bank of America, N.A., as collateral agent under the First Priority Documents (as defined in bold type:the Intercreditor Agreement), and its successors and assigns, in such property.” The Second Priority Representative agrees on behalf of itself and the other Second Priority Secured Parties that all other Second Priority Security Documents shall bear an identical or, in the event that the Existing First Priority Agreement is no longer extant or BofA shall cease to be the First Priority Representative, a substantially similar notation. (bc) The Senior Agent First Priority Representative hereby acknowledges agrees that, to the extent that it holds, or a third party holds on its behalf, physical possession of or “control” (as defined in the Uniform Commercial Code) (or any similar concept under foreign law) over Common Collateral pursuant to the Senior First Priority Security Documents, such possession or control is also for the benefit of the Subordinated Holder Second Priority Representative and the other Subordinated Holders Second Priority Secured Parties solely to the extent required to perfect their Lien security interest in such Common CollateralCollateral (such bailment being intended, among other things, to satisfy the requirements of Sections 8-106(d)(3), 8-301(a)(2) and 9-313(c) of the Uniform Commercial Code). Nothing in the preceding sentence shall be construed to impose any duty on the Senior Agent First Priority Representative (or any third party acting on its behalf) with respect to such Common Collateral or to provide the Subordinated Holder Second Priority Representative or any other Subordinated Holder Second Priority Secured Party with any rights with respect to such Common Collateral beyond those specified in this AgreementAgreement and the Second Priority Security Documents; provided that subsequent to the occurrence of the Senior Indebtedness First Priority Obligations Payment Date, the Senior Agent First Priority Representative shall (i) deliver to the Subordinated Holder Second Priority Representative, at no the Company’s sole cost or expense to the Senior Agentand expense, the Common Collateral in its possession or control together with any necessary endorsements, without recourse, representation or warranty, endorsements to the extent required by the Subordinated Debenture Second Priority Documents or (ii) direct and deliver such Common Collateral as a court of competent jurisdiction otherwise directs; provided further provided, further, that the provisions of this Agreement are intended solely to govern the respective Lien priorities as between the Senior First Priority Secured Parties and the Subordinated Holders Second Priority Secured Parties and shall not impose on the Senior First Priority Secured Parties or their representatives any obligations in respect of the disposition of any Common Collateral (or any proceeds thereof) that would conflict with prior perfected Liens or any claims thereon in favor of any other Person that is not a Secured Party.

Agreements Regarding Actions to Perfect Liens. (a) The Subordinated Holder Second Lien Representative on behalf of itself and the Second Lien Secured Parties agrees that all mortgages and other Subordinated Holders agree (real estate instruments, UCC-1 financing statements, patent, trademark or copyright filings or other filings or recordings filed or recorded by their execution or on behalf of the Subordinated Debenture Purchase Agreement and/or Second Lien Representative or any Second Lien Secured Party shall be in form satisfactory to the Indenture and by their purchase First Lien Representative. (b) Without the prior written consent of the Subordinated Debentures thereunder (First Lien Representative, no Second Lien Collateral Document may be amended, supplemented or otherwise holding modified to provide for, or owning entered into nor may any Subordinated Indebtedness)) new document be entered into that all mortgagesprovides for, deeds of trust, deeds or other any collateral security instruments or letter-in-lieu or other similar notices (collectively, “Mortgages”) now or hereafter filed against real property or other assets of a Loan Party in favor of the Second Lien Representative or any Second Lien Secured Party from any Loan Party not otherwise provided for the benefit of the Subordinated Holder First Lien Secured Parties. Each of the Second Lien Representative or any Subordinated Holder, or delivered to any third party and the Second Lien Secured Parties agrees that each Second Lien Collateral Document shall include the following language (with defined terms conformed as shall be in form and content satisfactory for the First Lien Representative): “Notwithstanding anything herein to the Senior Agent contrary, the liens and shall contain the following notation (or similar language tailored security interest granted to the nature Second Lien Representative, for the benefit of the instrument) Second Lien Secured Parties, pursuant to this Agreement and the exercise of any right or remedy by the Second Lien Representative, for the benefit of the Second Lien Secured Parties, hereunder are subject to the provisions of that certain Intercreditor Agreement, dated as of December 8, 2009 (the “Intercreditor Agreement”), among Deutsche Bank Trust Company Americas, as First Lien Representative, Wilmington Trust FSB, as Second Lien Representative, Triple Crown Media, Inc., a Delaware corporation, Triple Crown Media, LLC, a Delaware limited liability company, and such other parties as may be added thereto from time to time in bold type:accordance with the terms thereof and as the Intercreditor Agreement may be amended or otherwise modified from time to time in accordance with the terms thereof. In the event of any conflict between the terms of the Intercreditor Agreement and this Agreement, the terms of the Intercreditor Agreement shall govern.” (bc) The Senior Agent First Lien Secured Party hereby acknowledges that, to the extent that it holds, or a third party holds on its behalf, physical possession of or “control” (as defined in the Uniform Commercial CodeUCC) over Common Collateral pursuant to any of the Senior Security First Lien Collateral Documents, such possession or control is also for the benefit of the Subordinated Holder Second Lien Representative and the other Subordinated Holders Second Lien Secured Parties solely to the extent required to perfect their Lien security interest in such Common Collateral. Nothing in the preceding sentence shall be construed to impose any duty on the Senior Agent any First Lien Secured Party (or any third party acting on its behalf) with respect to such Common Collateral or to provide the Subordinated Holder Second Lien Representative or any other Subordinated Holder Second Lien Secured Party with any rights with respect to such Common Collateral beyond those specified in this Agreement; Agreement and the Second Lien Collateral Documents, provided that subsequent to the occurrence Payment in Full of the Senior Indebtedness Payment DateFirst Lien Obligations, the Senior Agent applicable First Lien Secured Party shall (i) deliver to the Subordinated Holder Second Lien Representative, at no TCML’s sole reasonable cost or expense to the Senior Agentand expense, the Common Collateral in its possession or control together with any necessary endorsements, without recourse, representation or warranty, endorsements to the extent required by the Subordinated Debenture Second Lien Collateral Documents or (ii) direct and deliver such Common Collateral as a court of competent jurisdiction otherwise directs; , and provided further that the provisions of this Agreement are intended solely to govern the respective Lien priorities as between the Senior First Priority Lien Secured Parties and the Subordinated Holders Second Lien Secured Parties and shall not impose on the Senior First Priority Lien Secured Parties or their representatives any obligations in respect of the disposition of any Common Collateral (or any proceeds thereof) that would conflict with prior perfected Liens or any claims thereon in favor of any other Person that is not a Secured Party.

Agreements Regarding Actions to Perfect Liens. (a) The Subordinated Holder Second Priority Representative on behalf of itself and the other Subordinated Holders agree (Second Priority Secured Parties agrees that UCC-1 financing statements, patent, trademark or copyright filings or other filings or recordings filed or recorded by their execution or on behalf of the Subordinated Debenture Purchase Agreement and/or the Indenture and by their purchase of the Subordinated Debentures thereunder (or otherwise holding or owning any Subordinated Indebtedness)) that all mortgages, deeds of trust, deeds or other security instruments or letter-in-lieu or other similar notices (collectively, “Mortgages”) now or hereafter filed against real property or other assets of a Loan Party in favor of or for the benefit of the Subordinated Holder Second Priority Representative or any Subordinated Holder, or delivered to any third party shall be in form and content reasonably satisfactory to the Senior Agent and shall contain the following notation (or similar language tailored to the nature of the instrument) in bold type:First Priority Representative. (b) The Senior Agent Second Priority Representative agrees on behalf of itself and the other Second Priority Secured Parties that all Second Priority Security Documents entered into on or about the date hereof shall contain the following notation: “The lien and security interest created by [this Agreement] on the property described herein is junior and subordinate, in accordance with the provisions of the Intercreditor Agreement dated as of June 15, 2009, among JPMorgan Chase Bank, N.A., as First Priority Representative, The Bank of New York Mellon Trust Company, N.A., as Second Priority Representative, Momentive Performance Materials Inc., Momentive Performance Materials USA Inc. and the other Loan Parties referred to therein, as amended from time to time, to the lien and security interest on such property created by any similar instrument now or hereafter granted to JPMorgan Chase Bank, N.A., as Administrative Agent, and its successors and assigns, in such property.” The Second Priority Representative agrees on behalf of itself and the other Second Priority Secured Parties that all other Second Priority Security Documents shall bear an identical or, in the event that the Existing First Priority Agreement is no longer extant or JPMCB shall cease to be the First Priority Representative, a substantially similar notation. (c) The First Priority Representative hereby acknowledges agrees that, to the extent that it holds, or a third party holds on its behalf, physical possession of or “control” (as defined in the Uniform Commercial Code) (or any similar concept under foreign law) over Common Collateral pursuant to the Senior First Priority Security Documents, such possession or control is also for the benefit of the Subordinated Holder Second Priority Representative and the other Subordinated Holders Second Priority Secured Parties solely to the extent required to perfect their Lien security interest in such Common CollateralCollateral (such bailment being intended, among other things, to satisfy the requirements of Sections 8-106(d)(3), 8-301(a)(2) and 9-313(c) of the Uniform Commercial Code). Nothing in the preceding sentence shall be construed to impose any duty on the Senior Agent First Priority Representative (or any third party acting on its behalf) with respect to such Common Collateral or to provide the Subordinated Holder Second Priority Representative or any other Subordinated Holder Second Priority Secured Party with any rights with respect to such Common Collateral beyond those specified in this Agreement; Agreement and the Second Priority Security Documents, provided that subsequent to the occurrence of the Senior Indebtedness First Priority Obligations Payment Date, the Senior Agent First Priority Representative shall (i) deliver to the Subordinated Holder Second Priority Representative, at no the U.S. Borrower’s sole cost or expense to the Senior Agentand expense, the Common Collateral in its possession or control together with any necessary endorsements, without recourse, representation or warranty, endorsements to the extent required by the Subordinated Debenture Second Priority Documents or (ii) direct and deliver such Common Collateral as a court of competent jurisdiction otherwise directs; provided further provided, however, that the provisions of this Agreement are intended solely to govern the respective Lien priorities as between the Senior First Priority Secured Parties and the Subordinated Holders Second Priority Secured Parties and shall not impose on the Senior First Priority Secured Parties or their representatives any obligations in respect of the disposition of any Common Collateral (or any proceeds thereof) that would conflict with prior perfected Liens or any claims thereon in favor of any other Person that is not a Secured Party.

Agreements Regarding Actions to Perfect Liens. (a) The Subordinated Holder Second Priority Representative and the other Subordinated Holders agree (by their execution of the Subordinated Debenture Purchase Agreement and/or the Indenture and by their purchase of the Subordinated Debentures thereunder (or otherwise holding or owning any Subordinated Indebtedness)) agrees that all charges, mortgages, deeds of trust, deeds or other security and similar instruments or letter-in-lieu or other similar notices (collectively, “Mortgages”mortgages) now or hereafter filed against real property or other assets of a Loan Party Real Property that constitutes Common Collateral in favor of or for the benefit of the Subordinated Holder Second Priority Representative or any Subordinated Holder, or delivered to any third party shall be in form and content satisfactory to the Senior Agent and shall contain the following notation (notation: “The lien created by this mortgage on the property described herein is junior and subordinate to the lien on such property created by any charge, mortgage, deed of trust or similar language tailored instrument now or hereafter granted to the nature First Priority Representative, and its successors and assigns, in such property, in accordance with the provisions of the instrumentSubordination and Intercreditor Agreement dated as of August 9, 2017 among Bank of America, N.A., as administrative agent for the First Priority Secured Parties (as defined therein), Lightship Capital LLC, as administrative agent for the Second Priority Secured Parties (as defined therein), Xxxxxxx & Xxxxxx Enterprises, Inc., as borrower and each of the other Loan Parties (as defined therein) in bold type:party thereto.” (ba) The Senior Agent First Priority Representative hereby acknowledges that, to the extent that it holds, or a third party holds on its behalf, physical possession of or “control” (as defined in Sections 8-106 and 9-314 of the Uniform Commercial Code) over Common Collateral pursuant to the Senior First Priority Security Documents, such possession or control is also for the benefit of the Subordinated Holder Representative and on behalf of, and the other Subordinated Holders First Priority Representative or such third party holds such possession or control as bailee and agent for, the Second Priority Secured Parties solely to the extent required to perfect their Lien security interest in such Common CollateralCollateral (such bailment and agency for perfection being intended, among other things, to satisfy the requirements of Sections 8-106, 9-104, 9-105, 9-106, 9-107 and 9-313(c) of the Uniform Commercial Code). Nothing in the preceding sentence shall be construed to impose any duty on the Senior Agent First Priority Representative (or any third party acting on its behalf) with respect to such Common Collateral or to provide the Subordinated Holder Representative or any other Subordinated Holder Second Priority Secured Parties with any rights with respect to such Common Collateral beyond those specified in this AgreementAgreement and the Second Priority Security Documents; provided that subsequent to that, promptly following the occurrence of the Senior Indebtedness First Priority Obligations Payment Date, the Senior Agent First Priority Representative shall (i) deliver to the Subordinated Holder Second Priority Representative, at no the Borrower’s sole cost and expense (or, upon default by the Borrower in payment or reimbursement thereof (but without derogation of the Borrower’s liability in respect thereof), at the Second Priority Secured Parties’ sole cost and expense (subject to Section 4 (or any equivalent provision in any Second Priority Agreement) of the Senior AgentSecond Priority Agreement)), the Common Collateral in its possession or control together with any necessary endorsements, without recourse, representation or warranty, endorsements to the extent required by the Subordinated Debenture Second Priority Documents or (ii) direct and deliver such Common Collateral as a court of competent jurisdiction otherwise directs; provided further , and provided, further, that the provisions of this Agreement are intended solely to govern the respective Lien priorities as between the Senior First Priority Secured Parties and the Subordinated Holders Second Priority Secured Parties and shall not impose on the Senior First Priority Secured Parties or their representatives any obligations in respect of the disposition of any Common Collateral (or any proceeds thereof) that would conflict with prior perfected Liens or any claims thereon in favor of any other Person that is not a Secured Party.

Agreements Regarding Actions to Perfect Liens. (a) The Subordinated Holder First Priority Representative agrees, on behalf of itself and the other Subordinated Holders agree (by their execution of First Priority Secured Parties, that the Subordinated Debenture Purchase Agreement and/or the Indenture and by their purchase of the Subordinated Debentures thereunder Second Priority Representative or any other Second Priority Secured Party (or otherwise holding any agent or owning representative thereof) may enter into control agreements (any Subordinated Indebtednesssuch control agreement shall prohibit the Second Priority Representative from giving instructions with respect to such account prior to the First Priority Obligations Payment Date unless consented to by the First Priority Representative)) that all mortgages, deeds of trustfile or record UCC-1 financing statements, deeds Mortgages, patent, trademark or copyright filings or other security instruments filings or letter-in-lieu recordings, in each case, to create or other similar notices (collectively, “Mortgages”) now or hereafter filed against real property or other assets of a Loan Party perfect the Liens in the Common Collateral in favor of the Second Priority Secured Parties securing the Second Priority Obligations in a manner consistent with the provisions of this Agreement, provided that each such control agreement, filing or for the benefit of the Subordinated Holder Representative or any Subordinated Holder, or delivered to any third party recording shall be in form and content satisfactory to the Senior Agent First Lien Representative and shall contain the following notation (or similar language tailored be submitted to the nature of the instrument) in bold type:First Priority Representative for review prior to execution, filing or recordation. (b) The Senior Agent First Priority Representative hereby acknowledges that, to the extent that it holds, or a third party holds on its behalf, physical possession of or “control” (as defined in the Uniform Commercial CodeUCC) over Common Collateral pursuant to the Senior First Priority Security Documents, such possession or control is also for the benefit of the Subordinated Holder Second Priority Representative and the other Subordinated Holders Second Priority Secured Parties solely to the extent required to perfect their Lien security interest in such Common Collateral. Nothing in the preceding sentence shall be construed to impose any duty on the Senior Agent First Priority Representative (or any third party acting on its behalf) with respect to such Common Collateral or to provide the Subordinated Holder Second Priority Representative or any other Subordinated Holder Second Priority Secured Party with any rights with respect to such Common Collateral beyond those specified in this Agreement; Agreement and the Second Priority Security Documents, provided that subsequent to the occurrence of the Senior Indebtedness First Priority Obligations Payment Date, the Senior Agent First Priority Representative shall (ix) deliver to the Subordinated Holder Second Priority Representative, at no the Borrower’s sole cost or expense to the Senior Agentand expense, the Common Collateral in its possession or control together with any necessary endorsements, without recourse, representation or warranty, endorsements to the extent required by the Subordinated Debenture Second Priority Documents or (iiy) direct and deliver such Common Collateral as a court of competent jurisdiction otherwise directs; , and provided further that the provisions of this Agreement are intended solely to govern the respective Lien priorities as between the Senior First Priority Secured Parties and the Subordinated Holders Second Priority Secured Parties and shall not impose on the Senior First Priority Secured Parties or their representatives any obligations in respect of the disposition of any Common Collateral (or any proceeds thereof) that would conflict with prior perfected Liens or any claims thereon in favor of any other Person that is not a Secured Party. (c) Other than as set forth in the first proviso to the second sentence of the immediately preceding clause (b), any First Priority Secured Party with physical possession of or control over Common Collateral shall not have any duty or liability to protect or preserve any rights pertaining to any of such Common Collateral and, except for gross negligence or willful misconduct as determined pursuant to a final non-appealable order of a court of competent jurisdiction, each Second Priority Secured Party hereby waives and releases such Person from all claims and liabilities arising pursuant to such Person’s role as bailee with respect to such Common Collateral.

Agreements Regarding Actions to Perfect Liens. (a) The Subordinated Holder First Lien Representative agrees, on behalf of itself and the other Subordinated Holders agree (by their execution of First Lien Secured Parties, that the Subordinated Debenture Purchase Agreement and/or the Indenture and by their purchase of the Subordinated Debentures thereunder Second Lien Representative or any other Second Lien Secured Party (or otherwise holding any agent or owning representative thereof) and the Third Lien Representative or any Subordinated Indebtedness)other Third Lien Secured Party (or any agent or representative thereof) that all mortgagesmay file or record UCC-1 financing statements, deeds of trustMortgages, deeds patent, trademark or copyright filings or other security instruments filings or letter-in-lieu recordings to create or other similar notices (collectively, “Mortgages”) now or hereafter filed against real property or other assets of a Loan Party perfect the Liens in the Common Collateral in favor of the Second Lien Secured Parties and the Third Lien Secured Parties securing their respective Classes of Secured Obligations in a manner consistent with the provisions of this Agreement, provided that each such filing or for the benefit of the Subordinated Holder Representative or any Subordinated Holder, or delivered to any third party recording shall be in form and content reasonably satisfactory to the Senior Agent First Lien Representative and shall contain the following notation (or similar language tailored be submitted to the nature of First Lien Representative for review prior to filing or recordation, and the instrument) in bold type:First Lien Representative shall promptly review such proposed filing or recording. (b) The Senior Agent Second Lien Representative agrees, on behalf of itself and the other Second Lien Secured Parties, that the Third Lien Representative or any other Third Lien Secured Party (or any agent or representative thereof) may file or record UCC-1 financing statements, Mortgages, patent, trademark or copyright filings or other filings or recordings to create or perfect the Liens in the Common Collateral in favor of the Third Lien Secured Parties securing the Third Lien Secured Obligations, provided that each such filing or recording shall be in form reasonably satisfactory to the Second Lien Representative and shall be submitted to the Second Lien Representative for review prior to filing or recordation, and the Second Lien Representative shall promptly review such proposed filing or recording. (c) The First Lien Representative hereby acknowledges that, to the extent that it holds, or a third party holds on its behalf, physical possession of or “control” (as defined in the Uniform Commercial Code) over any Common Collateral pursuant to the Senior Security First Lien Documents, such possession or control is also for the benefit of the Subordinated Holder Second Lien Representative and the other Subordinated Holders Second Lien Secured Parties and the Third Lien Representative and the other Third Lien Secured Parties, but solely to the extent required to perfect their Lien security interest in such Common Collateral. Nothing in the preceding sentence shall be construed to impose any duty on the Senior Agent First Lien Representative (or any third party acting on its behalf) with respect to such Common Collateral or to provide the Subordinated Holder any Second Lien Representative or any other Subordinated Holder Second Lien Secured Party or any Third Lien Representative or any other Third Lien Secured Party with respect to such Common Collateral with any rights with respect to such Common Collateral beyond those specified in this Agreement; Agreement and the Second Lien Documents or the Third Lien Documents, as the case may be, provided that subsequent to after the occurrence of the Senior Indebtedness First Lien Obligations Payment Date, the Senior Agent First Lien Representative shall (ix) deliver to the Subordinated Holder RepresentativeSecond Lien Representative (and each Loan Party hereby directs such First Lien Representative to so deliver and the Third Lien Representative on behalf of itself and the other Third Lien Secured Parties, consents to such delivery) at no the Company’s sole cost and expense, any stock certificates, promissory notes or expense to other tangible collateral in which a security interest must or may be perfected by possession by the Senior Agent, the secured party evidencing or constituting such Common Collateral that is actually in its possession or control together with any necessary endorsements, without recourse, representation or warranty, to the extent required by the Subordinated Debenture Documents endorsements or (iiy) direct and deliver such Common Collateral as a court of competent jurisdiction otherwise directs; provided further , and provided, further, that the provisions of this Agreement are intended solely to govern the respective Lien priorities as between the Senior First Priority Lien Secured Parties, the Second Lien Secured Parties and the Subordinated Holders Third Lien Secured Parties and shall not impose on the Senior First Priority Lien Secured Parties or their representatives any obligations in respect of the disposition of any Common Collateral (or any proceeds thereof) that would conflict with prior perfected Liens or any claims thereon in favor of any other Person that is not a Secured Party. (d) Other than as set forth in the first proviso to the second sentence of the immediately preceding clause (c), any First Lien Secured Party with physical possession of or control over Common Collateral shall not have any duty or liability to protect or preserve any rights pertaining to any of such Common Collateral and, except for gross negligence or willful misconduct as determined pursuant to a final non-appealable order of a court of competent jurisdiction, each Second Lien Secured Party and each Third Lien Secured Party hereby waives and releases such Person from all claims and liabilities arising pursuant to such Person’s role as bailee with respect to such Common Collateral. (e) After the First Lien Obligations Payment Date but before the Second Lien Obligations Payment Date, the Second Lien Representative hereby acknowledges that, to the extent that it holds, or a third party holds on its behalf, physical possession of or “control” (as defined in the Uniform Commercial Code) over any Common Collateral pursuant to the Second Lien Documents, such possession or control is also for the benefit of the Third Lien Representative and the other Third Lien Secured Parties, but solely to the extent required to perfect their security interest in such Common Collateral. Nothing in the preceding sentence shall be construed to impose any duty on the Second Lien Representative (or any third party acting on its behalf) with respect to such Common Collateral or provide any Third Lien Representative or any other Third Lien Secured Party with respect to such Common Collateral with any rights with respect to such Common Collateral beyond those specified in this Agreement and the Third Lien Documents, as the case may be, provided that after the Second Lien Obligations Payment Date, the Second Lien Representative shall (x) deliver to the Third Lien Representative (and each Loan Party hereby directs such Second Lien Representative to so deliver) at the Company’s sole cost and expense, any stock certificates, promissory notes or other tangible collateral in which a security interest must or may be perfected by possession by the secured party evidencing or constituting such Common Collateral that is actually in its possession together with any necessary endorsements or (y) direct and deliver such Common Collateral as a court of competent jurisdiction otherwise directs, and provided, further, that the provisions of this Agreement are intended solely to govern the respective Lien priorities as between the Second Lien Secured Parties and the Third Lien Secured Parties and shall not impose on the Second Lien Secured Parties any obligations in respect of the disposition of any Common Collateral (or any proceeds thereof) that would conflict with prior perfected Liens or any claims thereon in favor of any other Person that is not a Secured Party. (f) Other than as set forth in the first proviso to the second sentence of the immediately preceding clause (e), any Second Lien Secured Party with physical possession of or control over Common Collateral shall not have any duty or liability to protect or preserve any rights pertaining to any of such Common Collateral and, except for gross negligence or willful misconduct as determined pursuant to a final non-appealable order of a court of competent jurisdiction, each Third Lien Secured Party hereby waives and releases such Person from all claims and liabilities arising pursuant to such Person’s role as bailee with respect to such Common Collateral.

Agreements Regarding Actions to Perfect Liens. (a) The Subordinated Holder First Lien Junior Priority Representative on behalf of itself and the other Subordinated Holders agree (by their execution First Lien Junior Priority Secured Parties agrees that UCC-1 financing statements, patent, trademark or copyright filings or other filings or recordings filed or recorded on behalf of the Subordinated Debenture Purchase Agreement and/or First Lien Junior Priority Representative shall be in form satisfactory to the Indenture First Lien Senior Priority Representative; provided, that, the First Lien Junior Priority Representative shall not be responsible for the filing, form, content or renewal of such UCC financing statements, patent, trademark or copyright filings or other filings or recordings. (b) The First Lien Junior Priority Representative agrees on behalf of itself and by their purchase of the Subordinated Debentures thereunder (or otherwise holding or owning any Subordinated Indebtedness)) other First Lien Junior Priority Secured Parties that all mortgages, deeds of trust, deeds or other security and similar instruments or letter-in-lieu or other similar notices (collectively, “Mortgagesmortgages”) now or hereafter filed against real property or other assets of a Loan Party in favor of or for the benefit of The Bank of New York Mellon Trust Company, N.A., as agent of the Subordinated Holder First Lien Junior Priority Representative or any Subordinated Holder, or delivered to any third party and the other First Lien Junior Priority Secured Parties shall be in form and content satisfactory to the First Lien Senior Agent Priority Representative and shall contain the following notation (notation: “The lien created by this mortgage on the property described herein is junior and subordinate to the lien on such property created by any mortgage, deed of trust or similar language tailored instrument now or hereafter granted to the nature First Lien Senior Priority Representative, and its successors and assigns, in such property, in accordance with the provisions of the instrument) in bold type:Intercreditor Agreement dated as of February 3, 2011 among JPMorgan Chase Bank, N.A., as First Lien Senior Priority Representative, The Bank of New York Mellon Trust Company, N.A., as First Lien Junior Priority Representative, Realogy Corporation, as the Borrower, and the other Loan Parties referred to therein, as amended from time to time.” (bc) The First Lien Senior Agent Priority Representative hereby acknowledges that, to the extent that it holds, or a third party holds on its behalf, physical possession of or “control” (as defined in the Uniform Commercial Code) over Common Collateral pursuant to the First Lien Senior Priority Security Documents, such possession or control is also for the benefit of of, and the Subordinated Holder First Lien Senior Priority Representative or such third party holds such possession or control as bailee and agent for, the First Lien Junior Priority Representative and the other Subordinated Holders First Lien Junior Priority Secured Parties solely to the extent required to perfect their Lien security interest in such Common CollateralCollateral (such bailment and agency for perfection being intended, among other things, to satisfy the requirements of Sections 8-301(a)(2) and 9-313(c) of the Uniform Commercial Code). Nothing in the preceding sentence sentences shall be construed to impose any duty on the First Lien Senior Agent Priority Representative (or any third party acting on its behalf) with respect to such Common Collateral or to provide the Subordinated Holder First Lien Junior Priority Representative or any other Subordinated Holder First Lien Junior Priority Secured Party with any rights with respect to such Common Collateral beyond those specified in this Agreement; Agreement and the First Lien Junior Priority Security Documents, provided that subsequent to the occurrence of the First Lien Senior Indebtedness Priority Obligations Payment Date, the First Lien Senior Agent Priority Representative shall (i) deliver to the Subordinated Holder First Lien Junior Priority Representative, at no the Borrower’s sole cost or expense to the Senior Agentand expense, the Common Collateral in its possession or control together with any necessary endorsements, without recourse, representation or warranty, endorsements to the extent required by the Subordinated Debenture First Lien Junior Priority Documents or (ii) direct and deliver such Common Collateral as a court of competent jurisdiction otherwise directs; provided further , and provided, further, that the provisions of this Agreement are intended solely to govern the respective Lien priorities as between the First Lien Senior First Priority Secured Parties and the Subordinated Holders First Lien Junior Priority Secured Parties and shall not impose on the First Lien Senior First Priority Secured Parties or their representatives any obligations in respect of the disposition of any Common Collateral (or any proceeds thereof) that would conflict with prior perfected Liens or any claims thereon in favor of any other Person that is not a Secured Party.

Agreements Regarding Actions to Perfect Liens. (a) The Subordinated Holder With respect to each Type of Common Collateral, the Second Priority Representative agrees, on behalf of itself and the other Subordinated Holders agree (Second Priority Secured Parties, and the Third Priority Representative agrees, on behalf of itself and the other Third Priority Secured Parties, that UCC-1 financing statements, patent, trademark or copyright filings or other filings or recordings filed or recorded by their execution or on behalf of the Subordinated Debenture Purchase Agreement and/or the Indenture and by their purchase of the Subordinated Debentures thereunder such Second Priority Representative or any other Second Priority Secured Party (or otherwise holding any agent or owning other representative thereof) or such Third Priority Representative or any Subordinated Indebtedness)other Third Priority Secured Party (or any agent or other representative thereof) shall be in form reasonably satisfactory to the First Priority Representative. (b) The Second Priority Representative with respect to the Term Loan Priority Collateral and the Third Priority Representative with respect to the Term Loan Priority Collateral each agree, on behalf of itself and the other Second Priority Secured Parties and Third Priority Secured Parties with respect to the Term Loan Priority Collateral, as the case may be, that all mortgages, deeds of trust, deeds or other security instruments or letter-in-lieu or other similar notices (collectively, “Mortgages”) Mortgages now or hereafter filed against real property or other assets of a Loan Party in favor of or for the benefit of the Subordinated Holder Second Priority Representative or any Subordinated Holder, or delivered Third Priority Representative with respect to any third party the Term Loan Priority Collateral shall be in form and content reasonably satisfactory to the Senior Agent and shall First Priority Representative with respect to the Term Loan Priority Collateral and (i) in the case of such a Mortgage in favor of or for the benefit of the Second Priority Representative with respect to the Term Loan Priority Collateral shall, to the extent permitted by applicable law, contain a notation in substantially the following notation (form: “The lien created by this [mortgage][deed of trust][similar instrument] on the property described herein is junior and subordinate to the lien on such property created by any mortgage, deed of trust or similar language tailored instrument now or hereafter granted to [First Priority Representative with respect to the nature Term Loan Priority Collateral], and its successors and assigns, in such property, in accordance with the provisions of the instrumentIntercreditor Agreement, dated as of September 3, 2013, among Bank of America, N.A., as Representative with respect to the ABL Credit Agreement (as amended from time to time), JPMorgan Chase Bank, N.A., as Representative with respect to the Senior Term Loan Agreement (as amended from time to time), Barclays Bank PLC, as Representative with respect to the Junior Term Loan Agreement (as amended from time to time), Xxxxxxx Kodak Company and the other parties thereto, as amended from time to time” and (ii) in bold type:the case of such a Mortgage in favor of or for the benefit of the Third Priority Representative with respect to the Term Loan Priority Collateral shall, to the extent permitted by applicable law, contain a notation in substantially the following form: “The lien created by this [mortgage][deed of trust][similar instrument] on the property described herein is junior and subordinate to the lien on such property created by any mortgage, deed of trust or similar instrument now or hereafter granted to [First Priority Representative with respect to the Term Loan Priority Collateral] and [Second Priority Representative with respect to the Term Loan Priority Collateral], and their respective successors and assigns, in such property, in accordance with the provisions of the Intercreditor Agreement, dated as of September 3, 2013, among Bank of America, N.A., as Representative with respect to the ABL Credit Agreement (as amended from time to time), JPMorgan Chase Bank, N.A., as Representative with respect to the Senior Term Loan Agreement (as amended from time to time), Barclays Bank PLC, as Representative with respect to the Junior Term Loan Agreement (as amended from time to time), Xxxxxxx Kodak Company and the other parties thereto, as amended from time to time”. (bc) The Senior Agent With respect to each Type of Common Collateral, the First Priority Representative hereby acknowledges that, to the extent that it holds, or a third party holds on its behalf, physical possession of or “control” (as defined in the Uniform Commercial Code) over such Common Collateral pursuant to the Senior Security First Priority Documents, such possession or control is also for the benefit of the Subordinated Holder Second Priority Representative and the other Subordinated Holders Second Priority Secured Parties and the Third Priority Representative and the other Third Priority Secured Parties, but solely as gratuitous bailee to the extent required to perfect their Lien security interest in such Common Collateral. Nothing in the preceding sentence shall be construed to impose any duty on the Senior Agent First Priority Representative (or any third party acting on its behalf) with respect to such Common Collateral or to provide the Subordinated Holder any Second Priority Representative or any other Subordinated Holder Second Priority Secured Party or any Third Priority Representative or any other Third Priority Secured Party with respect to such Common Collateral with any rights with respect to such Common Collateral beyond those specified in this AgreementAgreement and the Second Priority Documents or the Third Priority Documents, as the case may be; provided that with respect to each Type of Common Collateral, subsequent to the occurrence of the Senior Indebtedness First Priority Obligations Payment DateDate in each case at the Grantors’ sole cost and expense, (i) the Senior Agent First Priority Representative shall (ix) deliver to the Subordinated Holder RepresentativeSecond Priority Representative (and each Grantor hereby directs such First Priority Representative to so deliver and the Third Priority Representative on behalf of itself and the other Third Priority Secured Parties, at no cost consents to such delivery), any stock certificates or expense to the Senior Agent, the promissory notes evidencing or constituting such Common Collateral in its possession or control together with any necessary endorsements, without recourse, representation or warranty, endorsements to the extent required by the Subordinated Debenture Second Priority Documents or (iiy) direct and deliver such Common Collateral as a court of competent jurisdiction otherwise directsdirects and (ii) in the case of any Common Collateral consisting of deposit accounts or securities accounts as to which the First Priority Representative has control pursuant to an account control agreement, the First Priority Representative and the applicable Grantor shall take such actions, if any, as are required to cause control over such Common Collateral to become vested in the Second Priority Representative; provided further that the provisions of this Agreement are intended solely to govern the respective Lien priorities as between the Senior First Priority Secured Parties, the Second Priority Secured Parties and the Subordinated Holders Third Priority Secured Parties and shall not impose on the Senior First Priority Secured Parties or their representatives any obligations in respect of the disposition of any Common Collateral (or any proceeds thereof) that would conflict with prior perfected Liens or any claims thereon in favor of any other Person that is not a Secured Party. (d) Other than as set forth in the first proviso to the second sentence of the immediately preceding paragraph (c), any First Priority Secured Party with physical possession of or control over Common Collateral shall not have any duty or liability to protect or preserve any rights pertaining to any of such Common Collateral and, except for gross negligence or willful misconduct as determined pursuant to a final non-appealable order of a court of competent jurisdiction, each Second Priority Secured Party and each Third Priority Secured Party hereby waives and releases such Person from all claims and liabilities arising pursuant to such Person’s role as gratuitous bailee with respect to such Common Collateral.

Agreements Regarding Actions to Perfect Liens. (a) The Subordinated Holder Each Representative agrees on behalf of itself and the other Subordinated Holders agree (by their execution of the Subordinated Debenture Purchase Agreement and/or the Indenture and by their purchase of the Subordinated Debentures thereunder (or otherwise holding or owning its Secured Parties that any Subordinated Indebtedness)) that all mortgages, deeds of trust, deeds or other security instruments or letter-in-lieu or other similar notices (collectively, “Mortgages”) now or hereafter filed against real property or other assets of a Loan Party Security Documents in favor of or for the benefit of the Subordinated Holder such Representative or any Subordinated Holder, or delivered to any third party shall be in form and content satisfactory to the Senior Agent and shall contain the following notation (or similar language tailored notation: “Notwithstanding anything herein to the nature contrary, (i) the liens and security interests granted to [Representative] on the [ABL / Term Loan] Priority Collateral (as defined in the Intercreditor Agreement referred to below) pursuant to this Agreement are expressly subject and subordinate to the liens and security interests granted in favor of the instrument[ABL / Term Loan] Secured Parties (as defined in the Intercreditor Agreement referred to below) in bold type:the [ABL / Term Loan] Priority Collateral and (ii) the exercise of any right or remedy by the [Representative] hereunder with respect to the [ABL / Term Loan] Priority Collateral is subject to the limitations and provisions contained in the Intercreditor Agreement dated as of October 2, 2024 (as amended, restated, supplemented or otherwise modified from time to time, the “Intercreditor Agreement”), among Siver Point Finance, LLC, as Term Loan Representative for the Term Loan Secured Parties, Bank of America, N.A., as ABL Representative for the ABL Secured Parties, the Borrower, the other Loan Parties party thereto and each other representative from time to time party thereto. In the event of any conflict between the terms of the Intercreditor Agreement and the terms of this Agreement, the terms of the Intercreditor Agreement shall govern.” (b) The Senior Agent Each of the ABL Representative and the Term Loan Representative hereby acknowledges that, to the extent that it holds, or a third party holds on its behalf, physical possession of or “control” (as defined in the Uniform Commercial Code) over over, or it is noted as a lienholder on any certificate of title for, Common Collateral pursuant to the Senior ABL Security Documents or the Term Loan Security Documents, as applicable, such possession or control (or lienholder notation) is also for the benefit of the Subordinated Holder Term Loan Representative and the other Subordinated Holders Term Loan Secured Parties or the ABL Representative and the other ABL Secured Parties, as applicable, as non-fiduciary agent and gratuitous bailee for such Representative and Secured Parties solely to the extent required to perfect their Lien security interest in such Common Collateral. Nothing in the preceding sentence shall be construed to impose any duty on the Senior Agent ABL Representative or the Term Loan Representative (or any third party acting on its either such Person’s behalf) with respect to such Common Collateral or to provide the Subordinated Holder Term Loan Representative, any other Term Loan Secured Party, the ABL Representative or any other Subordinated Holder ABL Secured Party, as applicable, with any rights with respect to such Common Collateral beyond those specified in this Agreement; , the ABL Security Documents and the Term Loan Security Documents, as applicable, provided that subsequent to the occurrence of the Senior Indebtedness ABL Obligations Payment DateDate (so long as the Term Loan Obligations Payment Date shall not have occurred), the Senior Agent ABL Representative shall (i) deliver to the Subordinated Holder Term Loan Representative, at no the Loan Parties’ sole cost or expense to the Senior Agentand expense, the Common Collateral in its possession or control together with any necessary endorsements, without recourse, representation or warranty, endorsements to the extent required by the Subordinated Debenture Term Loan Documents or (ii) direct and deliver such Common Collateral as a court of competent jurisdiction otherwise directs; provided further provided, further, that subsequent to the occurrence of the Term Loan Obligations Payment Date (so long as the ABL Obligations Payment Date shall not have occurred), the Term Loan Representative shall (i) deliver to the ABL Representative, at the Loan Parties’ sole cost and expense, the Common Collateral in its possession or control together with any necessary endorsements to the extent required by the ABL Documents or (ii) direct and deliver such Common Collateral as a court of competent jurisdiction otherwise directs. The provisions of this Agreement are intended solely to govern the respective Lien priorities as between the Senior First Priority ABL Secured Parties and the Subordinated Holders Term Loan Secured Parties and shall not impose on the Senior First Priority ABL Secured Parties or their representatives the Term Loan Secured Parties any obligations in respect of the disposition of any Common Collateral (or any proceeds thereof) that would conflict with prior perfected Liens or any claims thereon in favor of any other Person that is not a Secured Party. Prior to the Senior Obligations Payment Date, each Representative will cooperate to deliver any possessory Common Collateral to the relevant Senior Representative.

Agreements Regarding Actions to Perfect Liens. (a) The Subordinated Holder Second Priority Representative agrees on behalf of itself and the other Subordinated Holders agree (by their execution of the Subordinated Debenture Purchase Agreement and/or the Indenture and by their purchase of the Subordinated Debentures thereunder (or otherwise holding or owning any Subordinated Indebtedness)) Second Priority Secured Parties that all mortgages, deeds of trust, deeds or other security and similar instruments or letter-in-lieu or other similar notices (collectively, “Mortgagesmortgages”) now or hereafter filed against real property or other assets of a Loan Party in favor of or for the benefit of the Subordinated Holder Second Priority Representative or any Subordinated Holder, or delivered to any third party shall be in form and content satisfactory to the Senior Agent and other Second Priority Secured Parties shall contain the following notation (or similar language tailored a notation to the nature following effect): “The lien created by this mortgage on the property described herein is junior and subordinate to the lien on such property created by any mortgage, deed of trust or similar instrument now or hereafter granted to the First Priority Representative, and its successors and assigns, in such property, in accordance with the provisions of the instrument) in bold type:Intercreditor Agreement dated as of , 20 among Wilmington Trust, National Association, as Collateral Agent, , as , , as the Issuer, and the other Grantors referred to therein, as amended from time to time.” (b) The Senior Agent First Priority Representative hereby acknowledges that, to the extent that it holds, or a third party holds on its behalf, physical possession of or “control” (as defined in the Uniform Commercial Code) over Common Collateral pursuant to the Senior First Priority Security Documents, such possession or control is also for the benefit of of, and the Subordinated Holder First Priority Representative or such third party holds such possession or control as bailee and agent for, the Second Priority Representative and the other Subordinated Holders Second Priority Secured Parties solely to the extent required to perfect their Lien security interest in such Common CollateralCollateral (such bailment and agency for perfection being intended, among other things, to satisfy the requirements of Sections 8-301(a)(2) and 9-313(c) of the Uniform Commercial Code). Nothing in the preceding sentence shall be construed to impose any duty on the Senior Agent First Priority Representative (or any third party acting on its behalf) with respect to such Common Collateral or to provide the Subordinated Holder Second Priority Representative or any other Subordinated Holder Second Priority Secured Party with any rights with respect to such Common Collateral beyond those specified in this Agreement; Agreement and the Second Priority Security Documents, provided that subsequent to the occurrence of the Senior Indebtedness First Priority Obligations Payment Date, the Senior Agent First Priority Representative shall (i) deliver to the Subordinated Holder Second Priority Representative, at no the Issuer’s sole cost or expense to the Senior Agentand expense, the Common Collateral in its possession or control together with any necessary endorsements, without recourse, representation or warranty, endorsements to the extent required by the Subordinated Debenture Second Priority Documents or (ii) direct and deliver such Common Collateral as a court of competent jurisdiction otherwise directs; provided further , and provided, further, that the provisions of this Agreement are intended solely to govern the respective Lien priorities as between the Senior First Priority Secured Parties and the Subordinated Holders Second Priority Secured Parties and shall not impose on the Senior First Priority Secured Parties or their representatives any obligations in respect of the disposition of any Common Collateral (or any proceeds thereof) that would conflict with prior perfected Liens or any claims thereon in favor of any other Person that is not a Secured Party.

Agreements Regarding Actions to Perfect Liens. (a) The Subordinated Holder Second Priority Representative on behalf of itself and the other Subordinated Holders agree (Second Priority Secured Parties agrees that UCC-1 financing statements with respect to the Common Collateral filed or recorded by their execution or on behalf of the Subordinated Debenture Purchase Agreement Second Priority Representative shall be in form satisfactory to the First Priority Representative and shall not be filed or recorded until such time as the First Priority Representative has filed and/or recorded its UCC-1 financing statement with respect to the Indenture Common Collateral. (b) The Second Priority Representative agrees on behalf of itself and by their purchase of the Subordinated Debentures thereunder (or otherwise holding or owning any Subordinated Indebtedness)) other Second Priority Secured Parties that all mortgagespledge agreements (including, deeds of trustwithout limitation, deeds or other security instruments or letter-in-lieu or other any Comparable Second Priority Security Document), similar notices instruments, and financing statements (collectively, “MortgagesCommon Collateral Agreements”) now or hereafter thereafter entered into or filed against real property or other assets of a Loan Party with respect to the Common Collateral in favor of or for the benefit of the Subordinated Holder Second Priority Representative or any Subordinated Holder, or delivered to any third party the Second Priority Creditors shall be in form and content substance satisfactory to the Senior Agent First Priority Representative and shall contain the following notation (notation: “The security interests created by this agreement on the property described herein are junior and subordinate to the security interests on such property created by any pledge agreement or similar language tailored instrument now or hereafter granted to JPMorgan Chase Bank, N.A., as Administrative Agent, and its successors and assigns, in such property, in accordance with the nature provisions of the instrument) in bold type:Intercreditor Agreement dated as of August 31, 2012 among JPMorgan Chase Bank, N.A., as Administrative Agent, Jefferies Finance LLC, as Administrative Agent, Par Petroleum Corporation, and Par Piceance Energy Equity LLC, as amended from time to time.” (bc) The Senior Agent First Priority Representative hereby acknowledges that, to the extent that it holds, or a third party holds on its behalf, physical possession of or “control” (as defined in the Uniform Commercial Code) over Common Collateral pursuant to the Senior Security DocumentsParent Pledge Agreement, such possession or control is also for the benefit of the Subordinated Holder Second Priority Representative and the other Subordinated Holders Second Priority Secured Parties solely to the extent required to perfect their Lien security interest in such Common CollateralCollateral under the Uniform Commercial Code. Nothing in the preceding sentence shall be construed to impose any duty on the Senior Agent First Priority Representative (or any third party acting on its behalf) with respect to such Common Collateral or to provide the Subordinated Holder Second Priority Representative or any other Subordinated Holder Second Priority Secured Party with any rights with respect to such Common Collateral beyond those specified in this Agreement; Agreement and the Second Priority Security Documents, provided that subsequent to promptly after the occurrence of the Senior Indebtedness First Priority Obligations Payment Date, the Senior Agent First Priority Representative shall (i) deliver to the Subordinated Holder Second Priority Representative, at no Par Piceance’s and/or PPC’s sole cost or expense to the Senior Agentand expense, the Common Collateral in its possession or control together with any necessary endorsements, without recourse, representation or warranty, endorsements in its possession to the extent required by the Subordinated Debenture Second Priority Documents or (ii) direct and deliver such Common Collateral as a court of competent jurisdiction otherwise directs; provided further , and provided, further, that the provisions of this Agreement are intended solely to govern the respective Lien priorities as between the Senior First Priority Secured Parties and the Subordinated Holders Second Priority Secured Parties and shall not impose on the Senior First Priority Secured Parties or their representatives any obligations in respect of the disposition of any Common Collateral (or any proceeds thereof) that would conflict with prior perfected Liens or any claims thereon in favor of any other Person that is not a Secured Party.

Agreements Regarding Actions to Perfect Liens. (a) The Subordinated Holder Junior Priority Representative on behalf of itself and the Junior Priority Secured Parties agrees that UCC-1 financing statements, patent, trademark or copyright filings or other Subordinated Holders agree (filings or recordings filed or recorded by their execution or on behalf of the Subordinated Debenture Purchase Agreement and/or the Indenture and by their purchase of the Subordinated Debentures thereunder (or otherwise holding or owning any Subordinated Indebtedness)) that all mortgages, deeds of trust, deeds or other security instruments or letter-in-lieu or other similar notices (collectively, “Mortgages”) now or hereafter filed against real property or other assets of a Loan Party in favor of or for the benefit of the Subordinated Holder Junior Priority Representative or any Subordinated Holder, or delivered to any third party shall be in form and content satisfactory to the Senior Agent and shall contain the following notation (or similar language tailored to the nature of the instrument) in bold type:First Priority Representative. (b) The Senior Agent Junior Priority Representative agrees on behalf of itself and the Junior Priority Secured Parties that all Junior Priority Security Documents entered into on or about the date hereof shall contain the following notation: “The lien and security interest created by this Agreement on the property described herein is junior and subordinate, in accordance with the provisions of the Junior Lien Intercreditor Agreement dated as of [ ], among The Bank of New York Mellon Trust Company, N.A., [ ], Rotech Healthcare Inc. and the other Grantors referred to therein, as amended from time to time, to the lien and security interest on such property created by any similar instrument now or hereafter granted to The Bank of New York Mellon Trust Company, N.A., as collateral agent under the First Priority Documents, and its successors and assigns, in such property.” The Junior Priority Representative agrees on behalf of itself and the Junior Priority Secured Parties that all other Junior Priority Security Documents shall bear an identical or, in the event that the Existing First Priority Agreement is no longer extant or The Bank of New York Mellon Trust Company, N.A. shall cease to be the First Priority Representative, a substantially similar notation. (c) The First Priority Representative hereby acknowledges agrees that, to the extent that it holds, or a third party holds on its behalf, physical possession of or “control” (as defined in the Uniform Commercial Code) (or any similar concept under foreign law) over Common Shared Collateral pursuant to the Senior First Priority Security Documents, such possession or control is also for the benefit of the Subordinated Holder Junior Priority Representative and the other Subordinated Holders Junior Priority Secured Parties solely to the extent required to perfect their Lien security interest in such Common CollateralShared Collateral (such bailment being intended, among other things, to satisfy the requirements of Sections 8-106(d)(3), 8-301(a)(2) and 9-313(c) of the Uniform Commercial Code). Nothing in the preceding sentence shall be construed to impose any duty on the Senior Agent First Priority Representative (or any third party acting on its behalf) with respect to such Common Shared Collateral or to provide the Subordinated Holder Junior Priority Representative or any other Subordinated Holder Junior Priority Secured Party with any rights with respect to such Common Shared Collateral beyond those specified in this AgreementAgreement and the Junior Priority Security Documents; provided that subsequent to the occurrence of the Senior Indebtedness First Priority Obligations Payment Date, the Senior Agent First Priority Representative shall (i) deliver to the Subordinated Holder Junior Priority Representative, at no the Issuer’s sole cost or expense to the Senior Agentand expense, the Common Shared Collateral in its possession or control together with any necessary endorsements, without recourse, representation or warranty, endorsements to the extent required by the Subordinated Debenture Junior Priority Documents or (ii) direct and deliver such Common Shared Collateral as a court of competent jurisdiction otherwise directs; provided further provided, however, that the provisions of this Agreement are intended solely to govern the respective Lien priorities as between the Senior First Priority Secured Parties and the Subordinated Holders Junior Priority Secured Parties and shall not impose on the Senior First Priority Secured Parties or their representatives any obligations in respect of the disposition of any Common Shared Collateral (or any proceeds thereof) that would conflict with prior perfected Liens or any claims thereon in favor of any other Person that is not a Secured Party.

Agreements Regarding Actions to Perfect Liens. (a) The Subordinated Holder Second Priority Representative on behalf of itself and the other Subordinated Holders agree Second Priority Secured Parties agrees that (i) all UCC-1 financing statements, patent, trademark or copyright filings or other filings or recordings filed or recorded by their execution or on behalf of the Subordinated Debenture Purchase Agreement and/or Second Priority Representative shall be in form reasonably satisfactory to the Indenture First Priority Representative, (ii) all such perfection instruments filed by the Second Priority Representative on or prior to the Closing Date shall be substantially identical to, and shall be filed after, those filed by their purchase the First Priority Representative on or prior to the Closing Date and (iii) it shall provide the First Priority Representative with copies of any subsequent perfection instrument filed or recorded within five (5) Business Days of such filing or recordation. (b) The Second Priority Representative agrees on behalf of itself and the Subordinated Debentures thereunder (or otherwise holding or owning any Subordinated Indebtedness)) other Second Priority Secured Parties that all mortgages, deeds of trust, deeds or other security and similar instruments or letter-in-lieu or other similar notices (collectively, “Mortgagesmortgages”) now or hereafter thereafter filed against real property any tangible or other assets of a Loan Party intangible Common Collateral in favor of or for the benefit of the Subordinated Holder Second Priority Representative or any Subordinated Holder, or delivered to any third party shall be in form and content reasonably satisfactory to the Senior Agent First Priority Representative and shall contain the following notation (notation: “The lien created by this mortgage on the property described herein is junior and subordinate to the lien on such property created by any mortgage, deed of trust or similar language tailored instrument now or hereafter granted to JPMorgan Chase Bank, N.A., as Administrative Agent for certain First Priority Secured Parties, and its successors and assigns, in such property, in accordance with the nature provisions of the instrument) in bold type:Intercreditor Agreement dated as of April __, 2007 among JPMorgan Chase Bank, N.A., as First Priority Representative, JPMorgan Chase Bank, N.A., as Second Priority Representative, and the Credit Parties referred to therein, as amended from time to time.” (bc) The Senior Agent First Priority Representative hereby acknowledges that, to the extent that it holds, or a third party holds on its behalf, physical possession of or “control” (as defined in the Uniform Commercial CodeCode including, without limitation, control or possession of money or deposit accounts pursuant to Section 9-313 or 9-314 of the UCC) or as bailee (such bailment, intended among other things to satisfy the requirements of Section 8-106(d)3, 8-301(a)(2) and 9-313(c) of the UCC), over Common Collateral pursuant to the Senior First Priority Security Documents, such possession possession, control or control bailment is also for the benefit of the Subordinated Holder Second Priority Representative and the other Subordinated Holders Second Priority Secured Parties solely to the extent required to perfect their Lien security interest in such Common Collateral. Nothing in the preceding sentence shall be construed to impose any duty on the Senior Agent First Priority Representative (or any third party acting on its behalf) with respect to such Common Collateral or to provide the Subordinated Holder Second Priority Representative or any other Subordinated Holder Second Priority Secured Party with any rights with respect to such Common Collateral beyond those specified in this Agreement; Agreement and the Second Priority Security Documents, provided that subsequent to the occurrence of the Senior Indebtedness First Priority Obligations Payment Date, the Senior Agent shall (i) First Priority Representative shall, unless otherwise directed by a court of competent jurisdiction, deliver to the Subordinated Holder Second Priority Representative, at no the Credit Parties’ sole cost or expense to the Senior Agentand expense, the Common Collateral in its possession or control together with any necessary endorsements, without recourse, representation or warranty, endorsements to the extent required by the Subordinated Debenture Documents or (ii) deliver such Common Collateral as a court of competent jurisdiction otherwise directs; provided further Second Priority Documents, and provided, further, that the provisions of this Agreement are intended solely to govern the respective Lien priorities as between the Senior First Priority Secured Parties and the Subordinated Holders Second Priority Secured Parties and shall not impose on the Senior First Priority Secured Parties or their representatives any obligations in respect of the disposition of any Common Collateral (or any proceeds Proceeds thereof) that would conflict with prior perfected Liens or any claims thereon in favor of any other Person that is not a Secured Party. (d) The Second Priority Representative hereby acknowledges that, to the extent that it holds subsequent to the First Priority Obligations Payment Date, or a third party then holds on its behalf, physical possession of or “control” (as defined in the Uniform Commercial Code including, without limitation, control or possession of money or deposit accounts pursuant to Section 9-313 or 9-314 of the UCC) or as bailee (such bailment, intended among other things to satisfy the requirements of Section 8-106(d)3, 8-301(a)(2) and 9-313(c) of the UCC), over Common Collateral pursuant to the Second Priority Security Documents, such possession, control or bailment is also for the benefit of the First Priority Representative and the other First Priority Secured Parties solely to the extent required to perfect their security interest in such Common Collateral for obligations, if any, under the First Priority Documents in excess of the First Priority Obligations. Nothing in the preceding sentence shall be construed to impose any duty on the Second Priority Representative (or any third party acting on its behalf) with respect to such Common Collateral or provide the First Priority Representative or any other First Priority Secured Party with any rights with respect to such Common Collateral beyond those specified in this Agreement and the First Priority Security Documents, provided that subsequent to the satisfaction of the obligations under the Second Priority Documents, the Second Priority Representative shall, unless otherwise directed by a court of competent jurisdiction, deliver to the First Priority Representative, at the Credit Parties’ sole cost and expense, the Common Collateral in its possession or control together with any necessary endorsements to the extent required by the First Priority Documents, and provided, further, that the provisions of this section are intended solely to govern the respective Lien priorities as between the First Priority Secured Parties and the Second Priority Secured Parties subsequent to the satisfaction of the obligations under the Second Priority Documents and shall not impose on the Second Priority Secured Parties any obligations in respect of the disposition of any Common Collateral (or any Proceeds thereof) that would conflict with prior perfected Liens or any claims thereon in favor of any other Person that is not a Secured Party.

Agreements Regarding Actions to Perfect Liens. (a) The Subordinated Holder With respect to each Type of Common Collateral, the Second Priority Representative agrees, on behalf of itself and the other Subordinated Holders agree (by their execution of the Subordinated Debenture Purchase Agreement and/or the Indenture and by their purchase of the Subordinated Debentures thereunder (Second Priority Secured Parties, that UCC-1 financing statements, patent, trademark or otherwise holding or owning any Subordinated Indebtedness)) that all mortgages, deeds of trust, deeds copyright filings or other security instruments filings or letter-in-lieu recordings filed or other similar notices (collectively, “Mortgages”) now recorded by or hereafter filed against real property or other assets on behalf of a Loan Party in favor of or for the benefit of the Subordinated Holder such Second Priority Representative or any Subordinated Holder, other Second Priority Secured Party (or delivered to any third party agent or other representative thereof) shall be in form and content reasonably satisfactory to the Senior Agent and shall contain the following notation (or similar language tailored to the nature of the instrument) in bold type:First Priority Representative. (b) The Senior Agent With respect to each Type of Common Collateral, the First Priority Representative hereby acknowledges that, to the extent that it holds, or a third party holds on its behalf, physical possession of or “control” (as defined in the Uniform Commercial Code) over such Common Collateral pursuant to the Senior Security First Priority Documents, such possession or control is also for the benefit of the Subordinated Holder Second Priority Representative and the other Subordinated Holders Second Priority Secured Parties, but solely as a gratuitous bailee to the extent required to perfect their Lien security interest in such Common Collateral. With respect to each Type of Common Collateral (including, without limitation, the Term Proceeds Account), if for any reason (whether pursuant to the Second Priority Documents or otherwise) the Second Priority Representative holds, or a third party holds on its behalf, physical possession of or “control” (as defined in the Uniform Commercial Code) over such Common Collateral, such possession or control is also for the benefit of the First Priority Representative and the other First Priority Secured Parties, but solely a gratuitous bailee to the extent required to perfect their security interest in such Common Collateral. Nothing in the preceding sentence two sentences shall be construed to impose any duty on the Senior Agent First Priority Representative (or the Second Priority Representative, as the case may be) (or any third party acting on its either of their behalf) with respect to such Common Collateral or to provide the Subordinated Holder any Second Priority Representative or any other Subordinated Holder Second Priority Secured Party (or any First Priority Representative or any other First Priority Secured Party, as the case may be) with respect to the applicable Common Collateral with any rights with respect to such Common Collateral beyond those specified in this AgreementAgreement and the Second Priority Documents (or the First Priority Documents, as the case may be); provided that subsequent with respect to each Type of Common Collateral, (A) after the occurrence of First Priority Obligations Payment Date,(i) the Senior Indebtedness Payment Date, the Senior Agent First Priority Representative shall (ix) deliver to the Subordinated Holder RepresentativeSecond Priority Representative (and each Loan Party hereby directs such First Priority Representative to so deliver) at the Loan Parties’ sole cost and expense, at no cost any stock certificates or expense to the Senior Agent, the promissory notes evidencing or constituting such Common Collateral in its possession or control together with any necessary endorsements, without recourse, representation or warranty, endorsements to the extent required by the Subordinated Debenture Second Priority Documents or (iiy) direct and deliver such Common Collateral as a court of competent jurisdiction otherwise directs; provided further directs and (ii) in the case of any Common Collateral consisting of deposit accounts or securities accounts as to which the First Priority Representative has control pursuant to an account control agreement, the First Priority Representative and the applicable Loan Party, at the Loan Parties’ sole cost and expense, shall take such actions, if any, as are required to cause control over such Common Collateral to become vested in the Second Priority Representative and (B) after the Second Priority Obligations Payment Date,(i) the Second Priority Representative shall (x) deliver to the First Priority Representative (and each Loan Party hereby directs such Second Priority Representative to so deliver) at the Loan Parties’ sole cost and expense, any stock certificates or promissory notes evidencing or constituting such Common Collateral in its possession or control together with any necessary endorsements to the extent required by the First Priority Documents or (y) direct and deliver such Common Collateral as a court of competent jurisdiction otherwise directs and (ii) in the case of any Common Collateral consisting of deposit accounts or securities accounts as to which the Second Priority Representative has control pursuant to an account control agreement, the Second Priority Representative and the applicable Loan Party, at the Loan Parties’ sole cost and expense, shall take such actions, if any, as are required to cause control over such Common Collateral to become vested in the First Priority Representative, and provided, further, that the provisions of this Agreement are intended solely to govern the respective Lien priorities as between the Senior First Priority Secured Parties and the Subordinated Holders Second Priority Secured Parties and shall not impose on the Senior First Priority Secured Parties (or their representatives the Second Priority Secured Parties, as applicable) any obligations in respect of the disposition of any Common Collateral (or any proceeds thereof) that would conflict with prior perfected Liens or any claims thereon in favor of any other Person that is not a Secured Party. (c) Other than as set forth in the first proviso to the third sentence of the immediately preceding clause (b), any Secured Party with physical possession of or control over Common Collateral shall not have any duty or liability to protect or preserve any rights pertaining to any of such Common Collateral and, except for gross negligence or willful misconduct as determined pursuant to a final non-appealable order of a court of competent jurisdiction, each other Secured Party hereby waives and releases such Person from all claims and liabilities arising pursuant to such Person’s role as gratuitous bailee with respect to such Common Collateral.

Agreements Regarding Actions to Perfect Liens. (a) The Subordinated Holder Junior Priority Representative on behalf of itself and the Junior Priority Secured Parties agrees that UCC-1 financing statements, patent, trademark or copyright filings or other Subordinated Holders agree (filings or recordings filed or recorded by their execution or on behalf of the Subordinated Debenture Purchase Agreement and/or the Indenture and by their purchase of the Subordinated Debentures thereunder (or otherwise holding or owning any Subordinated Indebtedness)) that all mortgages, deeds of trust, deeds or other security instruments or letter-in-lieu or other similar notices (collectively, “Mortgages”) now or hereafter filed against real property or other assets of a Loan Party in favor of or for the benefit of the Subordinated Holder Junior Priority Representative or any Subordinated Holder, or delivered to any third party shall be in form and content reasonably satisfactory to the Senior Agent and shall contain the following notation (or similar language tailored to the nature of the instrument) in bold type:First Priority Representative. (b) The Senior Agent Junior Priority Representative agrees on behalf of itself and the Junior Priority Secured Parties that all Junior Priority Security Documents entered into on or about the date hereof shall contain the following notation: “The lien and security interest created by this Agreement on the property described herein is junior and subordinate, in accordance with the provisions of the Junior Lien Intercreditor Agreement dated as of [ ], among U.S. Bank National Association, [ ], Community Choice Financial Inc. and the other Grantors referred to therein, as amended from time to time, to the lien and security interest on such property created by any similar instrument now or hereafter granted to U.S. Bank National Association, as collateral agent under the First Priority Documents, and its successors and assigns, in such property.” The Junior Priority Representative agrees on behalf of itself and the Junior Priority Secured Parties that all other Junior Priority Security Documents shall bear an identical or, in the event that the Existing First Priority Agreement is no longer extant or U.S. Bank National Association shall cease to be the First Priority Representative, a substantially similar notation. (c) The First Priority Representative hereby acknowledges agrees that, to the extent that it holds, or a third party holds on its behalf, physical possession of or “control” (as defined in the Uniform Commercial Code) (or any similar concept under foreign law) over Common Shared Collateral pursuant to the Senior First Priority Security Documents, such possession or control is also for the benefit of the Subordinated Holder Junior Priority Representative and the other Subordinated Holders Junior Priority Secured Parties solely to the extent required to perfect their Lien security interest in such Common CollateralShared Collateral (such bailment being intended, among other things, to satisfy the requirements of Sections 8-106(d)(3), 8-301(a)(2) and 9-313(c) of the Uniform Commercial Code). Nothing in the preceding sentence shall be construed to impose any duty on the Senior Agent First Priority Representative (or any third party acting on its behalf) with respect to such Common Shared Collateral or to provide the Subordinated Holder Junior Priority Representative or any other Subordinated Holder Junior Priority Secured Party with any rights with respect to such Common Shared Collateral beyond those specified in this AgreementAgreement and the Junior Priority Security Documents; provided that subsequent to the occurrence of the Senior Indebtedness First Priority Obligations Payment Date, the Senior Agent First Priority Representative shall (i) deliver to the Subordinated Holder Junior Priority Representative, at no the Issuer’s sole cost or expense to the Senior Agentand expense, the Common Shared Collateral in its possession or control together with any necessary endorsements, without recourse, representation or warranty, endorsements to the extent required by the Subordinated Debenture Junior Priority Documents or (ii) direct and deliver such Common Shared Collateral as a court of competent jurisdiction otherwise directs; provided further provided, however, that the provisions of this Agreement are intended solely to govern the respective Lien priorities as between the Senior First Priority Secured Parties and the Subordinated Holders Junior Priority Secured Parties and shall not impose on the Senior First Priority Secured Parties or their representatives any obligations in respect of the disposition of any Common Shared Collateral (or any proceeds thereof) that would conflict with prior perfected Liens or any claims thereon in favor of any other Person that is not a Secured Party.

Agreements Regarding Actions to Perfect Liens. (a) The Subordinated Holder First Priority Representative and the other Subordinated Holders agree (by their execution of the Subordinated Debenture Purchase Agreement and/or the Indenture and by their purchase of the Subordinated Debentures thereunder (or otherwise holding or owning any Subordinated Indebtedness)) that all mortgages, deeds of trust, deeds or other security instruments or letter-in-lieu or other similar notices (collectively, “Mortgages”) now or hereafter filed against real property or other assets of a Loan Party in favor of or for the benefit of the Subordinated Holder Representative or any Subordinated Holder, or delivered to any third party shall be in form and content satisfactory to the Senior Agent and shall contain the following notation (or similar language tailored to the nature of the instrument) in bold type: (b) The Senior Agent hereby acknowledges that, to the extent that it holds, or a third party holds on its behalf, physical possession of or “control” (as defined in the Uniform Commercial Code) over Common Collateral pursuant to the Senior First Priority Security Documents, such possession or control is also for the benefit of and on behalf of, and the Subordinated Holder First Priority Representative or such third party holds such possession, as gratuitous bailee for the Second Priority Representative and the other Subordinated Holders Second Priority Secured Parties solely to the extent required to perfect their Lien security interest in such Common CollateralCollateral (such bailment for perfection being intended, among other things, to satisfy the requirements of Sections 8301(a)(2) and 9-313(c) of the Uniform Commercial Code). Nothing in the preceding sentence foregoing shall be construed to impose any duty on the Senior Agent First Priority Representative (or any third party acting on its behalf) with respect to such Common Collateral or to provide the Subordinated Holder Second Priority Representative or any other Subordinated Holder Second Priority Secured Party with any rights with respect to such Common Collateral beyond those specified other than for purposes of perfection as provided in this Agreement; Section 2.3, provided that subsequent to the occurrence of the Senior Indebtedness First Priority Obligations Payment Date, the Senior Agent First Priority Representative shall (i) (a) deliver to the Subordinated Holder Second Priority Representative, at no the Company’s sole cost or expense to the Senior Agentand expense, the tangible Common Collateral in its possession or control (together with any necessary endorsements, without recourse, representation or warranty, endorsements to the extent required by the Subordinated Debenture Documents Second Priority Documents) or (iib) direct and deliver such Common Collateral as a court of competent jurisdiction otherwise directs; provided further , (ii) at the Company’s sole cost and expense, provide notice to the applicable account banks party to control agreements to which Second Priority Representative is also a party pursuant to which First Priority Representative was designated as the control party, that it shall no longer be a controlling party thereunder, (iii) at the Company’s sole cost and expense, notify any applicable insurance carrier that it is no longer entitled to be a loss payee or additional insured under the insurance policies of any Loan Party issued by such insurance carrier and (iv) at the Company’s sole cost and expense, notify any governmental authority involved in any condemnation or similar proceeding involving any Loan Party that the First Priority Representative is no longer entitled to approve any awards granted in such proceeding, and provided, further, that the provisions of this Agreement are intended solely to govern the respective Lien priorities as between the Senior First Priority Secured Parties and the Subordinated Holders Second Priority Secured Parties and shall not impose on the Senior First Priority Secured Parties or their representatives any obligations in respect of the disposition of any Common Collateral (or any proceeds thereof) that would conflict with prior perfected Liens or any claims thereon in favor of any other Person that is not a Secured Party.

Agreements Regarding Actions to Perfect Liens. (a) The Subordinated Holder Second Priority Representative on behalf of itself and the other Subordinated Holders agree (Second Priority Secured Parties agrees that UCC-1 financing statements, patent, trademark or copyright filings or other filings or recordings filed or recorded by their execution or on behalf of the Subordinated Debenture Purchase Agreement and/or Second Priority Representative shall be in form reasonably satisfactory to the Indenture and First Priority Representative; provided that any such filings or recordings that are substantially identical to any corresponding filings or recordings filed or recorded by their purchase or on behalf of the Subordinated Debentures thereunder First Priority Representative shall be deemed to be reasonably satisfactory to the First Priority Representative. (or otherwise holding or owning any Subordinated Indebtedness)b) The Second Priority Representative agrees on behalf of itself and the other Second Priority Secured Parties that all mortgages, deeds of trust, deeds or other security and similar instruments or letter-in-lieu or other similar notices (collectively, “Mortgagesmortgages”) now or hereafter filed against real property or other assets of a Loan Party in favor of or for the benefit of the Subordinated Holder Second Priority Representative or any Subordinated Holder, or delivered to any third party (i) shall be in form and content reasonably satisfactory to the Senior Agent First Priority Representative; provided that any such mortgages that are substantially identical to any corresponding mortgages filed or recorded by or on behalf of the First Priority Representative shall be deemed to be reasonably satisfactory to the First Priority Representative, and (ii) shall contain the following notation (or language to similar language tailored effect that is reasonably satisfactory to the nature First Priority Representative): “The lien created by this mortgage on the property described herein is junior and subordinate to the lien on such property created by any mortgage, deed of trust or similar instrument now or hereafter granted to JPMorgan Chase Bank, N.A., as Administrative Agent, and its successors and assigns, in such property, in accordance with the provisions of the instrument) in bold type:Intercreditor Agreement dated as of October 12, 2023 among JPMorgan Chase Bank, N.A., as Administrative Agent, Wilmington Savings Fund Society, FSB, as Trustee and Collateral Agent, and the Loan Parties referred to therein, as amended from time to time.” (bc) The Senior Agent First Priority Representative hereby acknowledges that, to the extent that it holds, or a third party holds on its behalf, physical possession of or “control” (as defined in the Uniform Commercial Code) over Common Collateral pursuant to the Senior First Priority Security Documents, such possession or control is also for the benefit of the Subordinated Holder Second Priority Representative and the other Subordinated Holders Second Priority Secured Parties solely to the extent required to perfect their Lien security interest in such Common Collateral. Nothing in the preceding sentence shall be construed to impose any duty on the Senior Agent First Priority Representative (or any third party acting on its behalf) with respect to such Common Collateral or to provide the Subordinated Holder Second Priority Representative or any other Subordinated Holder Second Priority Secured Party with any rights with respect to such Common Collateral beyond those specified in this Agreement; Agreement and the Second Priority Security Documents, provided that subsequent to the occurrence of the Senior Indebtedness First Priority Obligations Payment Date, the Senior Agent First Priority Representative shall (i) deliver to the Subordinated Holder Second Priority Representative, at no the Borrowers’ sole cost or expense to the Senior Agentand expense, the Common Collateral in its possession or control together with any necessary endorsements, without recourse, representation or warranty, endorsements to the extent required by the Subordinated Debenture Second Priority Documents or (ii) direct and deliver such Common Collateral as a court of competent jurisdiction otherwise directs; provided further , and provided, further, that the provisions of this Agreement are intended solely to govern the respective Lien priorities as between the Senior First Priority Secured Parties and the Subordinated Holders Second Priority Secured Parties and shall not impose on the Senior First Priority Secured Parties or their representatives any obligations in respect of the disposition of any Common Collateral (or any proceeds thereof) that would conflict with prior perfected Liens or any claims thereon in favor of any other Person that is not a Secured Party.

Agreements Regarding Actions to Perfect Liens. (a) The Subordinated Holder Second Priority Representative on behalf of itself and the other Subordinated Holders agree (Second Priority Secured Parties agrees that UCC-1 financing statements, patent, trademark or copyright filings or other filings or recordings filed or recorded by their execution or on behalf of the Subordinated Debenture Purchase Agreement and/or Second Priority Representative shall be in form reasonably satisfactory to the Indenture First Priority Representative. (b) The Second Priority Representative agrees on behalf of itself and by their purchase of the Subordinated Debentures thereunder (or otherwise holding or owning any Subordinated Indebtedness)) other Second Priority Secured Parties that all mortgages, deeds of trust, deeds or other security and similar instruments or letter-in-lieu or other similar notices (collectively, “Mortgagesmortgages”) now or hereafter filed thereafter filed, or acquired by operation of law or by assignment against real property or other assets of a Loan Party in favor of or for the benefit of the Subordinated Holder Second Priority Representative or any Subordinated Holder, or delivered to any third party shall be in form and content reasonably satisfactory to the Senior Agent First Priority Representative and shall contain the following notation (notation: “The lien created by this mortgage on the property described herein is junior and subordinate to the lien on such property created by any mortgage, deed of trust or similar language tailored instrument now or hereafter granted to JPMorgan Chase Bank, N. A., and its successors and assigns, in such property, in accordance with the nature provisions of the instrument) in bold type:Intercreditor Agreement dated as of March 25, 2008 among JPMorgan Chase Bank, N.A., as Collateral Agent; Deutsche Bank Trust Company Americas, as Trustee and Collateral Agent; and MoneyGram Payment Systems Worldwide, Inc., as amended from time to time.” (bc) The Senior Agent First Priority Representative hereby acknowledges that, to the extent that it holds, or a third party holds on its behalf, physical possession of or “control” (as defined in the Uniform Commercial Code) over Common Collateral pursuant to the Senior Security First Priority Documents, such possession or control is also for the benefit of the Subordinated Holder Second Priority Representative and the other Subordinated Holders Second Priority Secured Parties solely to the extent required to perfect their Lien security interest in such Common Collateral. Nothing in the preceding sentence shall be construed to impose any duty on the Senior Agent First Priority Representative (or any third party acting on its behalf) with respect to such Common Collateral or to provide the Subordinated Holder Second Priority Representative or any other Subordinated Holder Second Priority Secured Party with any rights with respect to such Common Collateral beyond those specified in this Agreement; Agreement and the Second Priority Security Documents, provided that subsequent to the occurrence of the Senior Indebtedness First Priority Obligations Payment Date, the Senior Agent First Priority Representative shall (ix) deliver to the Subordinated Holder Second Priority Representative, at no the Borrower’s sole reasonable cost or expense to the Senior Agentand expense, the Common Collateral in its possession or control together with any necessary endorsements, without recourse, representation or warranty, endorsements to the extent required by the Subordinated Debenture Second Priority Documents or (iiy) direct and deliver such Common Collateral as a court of competent jurisdiction otherwise directs; , and provided further that the provisions of this Agreement are intended solely to govern the respective Lien priorities as between the Senior First Priority Secured Parties and the Subordinated Holders Second Priority Secured Parties and shall not impose on the Senior First Priority Secured Parties or their representatives any obligations in respect of the disposition of any Common Collateral (or any proceeds thereof) that would conflict with prior perfected Liens or any claims thereon in favor of any other Person that is not a Secured Party.

Agreements Regarding Actions to Perfect Liens. (a) The Subordinated Holder Each Second Priority Representative agrees, on behalf of itself and the other Subordinated Holders agree (Second Priority Secured Parties, that UCC-1 financing statements, filed or recorded by their execution or on behalf of the Subordinated Debenture Purchase Agreement and/or the Indenture and by their purchase of the Subordinated Debentures thereunder (or otherwise holding or owning any Subordinated Indebtedness)) that all mortgages, deeds of trust, deeds or other security instruments or letter-in-lieu or other similar notices (collectively, “Mortgages”) now or hereafter filed against real property or other assets of a Loan Party in favor of or for the benefit of the Subordinated Holder such Second Priority Representative or any Subordinated Holder, other Second Priority Secured Party (or delivered to any third party agent or other representative thereof) in respect of ABL Priority Collateral shall be in form and content reasonably satisfactory to the Senior Agent and shall contain the following notation (or similar language tailored to the nature of the instrument) in bold type:First Priority Representative. (b) The Senior Agent First Priority Representative hereby acknowledges that, to the extent that it holds, or a third party holds on its behalf, physical possession of or “control” (as defined in the Uniform Commercial Code) over Common any ABL Priority Collateral pursuant to the Senior Security First Priority Documents, such possession or control is also for the benefit of the Subordinated Holder each Second Priority Representative and the other Subordinated Holders Second Priority Secured Parties, but solely as gratuitous bailee to the extent required to perfect their Lien security interest in such Common ABL Priority Collateral. Nothing in the preceding sentence shall be construed to impose any duty on the Senior Agent First Priority Representative (or any third party acting on its behalf) with respect to such Common Collateral or to provide the Subordinated Holder any Second Priority Representative or any other Subordinated Holder Second Priority Secured Party with any rights with respect to such Common ABL Priority Collateral beyond those specified in this AgreementAgreement and the Second Priority Documents; provided that subsequent to the occurrence of the Senior Indebtedness First Priority Obligations Payment DateDate in each case at the Borrower’s sole cost and expense, (i) the Senior Agent First Priority Representative shall (ix) deliver to the Subordinated Holder RepresentativeTerm Loan/Notes Representative (or, at if no cost or expense to the Senior AgentTerm Loan/Notes Secured Obligations are then outstanding, the Common Junior Priority Representative), and each Grantor hereby directs such First Priority Representative to so deliver, any stock certificates or promissory notes evidencing or constituting ABL Priority Collateral in its possession or control together with any necessary endorsements, without recourse, representation or warranty, endorsements to the extent required by the Subordinated Debenture Second Priority Documents or (iiy) direct and deliver such Common the ABL Priority Collateral as a court of competent jurisdiction otherwise directsdirects and (ii) in the case of any ABL Priority Collateral consisting of deposit accounts or securities accounts as to which the First Priority Representative has control pursuant to an account control agreement, the First Priority Representative and the applicable Grantor shall take such actions, if any, as are required to cause control over such ABL Priority Collateral to become vested in the Term Loan/Notes Representative (or, if no Term Loan/Notes Secured Obligations are then outstanding, the Junior Priority Representative); provided further that the provisions of this Agreement are intended solely to govern the respective Lien priorities as between the Senior First Priority Secured Parties Parties, and the Subordinated Holders Second Priority Secured Parties and shall not impose on the Senior First Priority Secured Parties or their representatives any obligations in respect of the disposition of any Common ABL Priority Collateral (or any proceeds thereof) that would conflict with prior perfected Liens or any claims thereon in favor of any other Person that is not a Secured Party. (c) Other than as set forth in the first proviso to the second sentence of the immediately preceding paragraph, any First Priority Secured Party with physical possession of or control over ABL Priority Collateral shall not have any duty or liability to protect or preserve any rights pertaining to any of such ABL Priority Collateral and, except for gross negligence or willful misconduct as determined pursuant to a final non-appealable order of a court of competent jurisdiction, each Second Priority Secured Party hereby waives and releases such Person from all claims and liabilities arising pursuant to such Person’s role as gratuitous bailee with respect to such ABL Priority Collateral.