Common use of of the Intercreditor Agreement Clause in Contracts

of the Intercreditor Agreement. The Borrower agrees to pay to the Liquidity Provider, on each Regular Distribution Date, commencing on the first Regular Distribution Date after the making of a Provider Advance, interest on the principal amount of any such Provider Advance as provided in Section 3.07; PROVIDED, HOWEVER, that amounts in respect of a Provider Advance withdrawn from the Class C-1 Cash Collateral Account for the purpose of paying interest on the Class C-1 Certificates in accordance with Section 3.6(f) of the Intercreditor Agreement (the amount of any such withdrawal being (y) in the case of a Downgrade Advance, an "APPLIED DOWNGRADE ADVANCE" and (z) in the case of a Non-Extension Advance, an "APPLIED NON-EXTENSION ADVANCE" and, together with an Applied Downgrade Advance, an "APPLIED PROVIDER ADVANCE") shall thereafter (subject to Section 2.06(b)) be treated as an Interest Advance under this Agreement for purposes of determining the Applicable Liquidity Rate for interest payable thereon; PROVIDED FURTHER, HOWEVER, that if, following the making of a Provider Advance, the Liquidity Provider delivers a Termination Notice to the Borrower pursuant to Section 6.01 hereof, such Provider Advance shall thereafter be treated as a Final Advance under this Agreement for purposes of determining the Applicable Liquidity Rate for interest payable thereon. Subject to Sections 2.07 and 2.09 hereof, immediately upon the withdrawal of any amounts from the Class C-1 Cash Collateral Account on account of a reduction in the Required Amount, the Borrower shall repay to the Liquidity Provider a portion of the Provider Advances in a principal amount equal to such reduction, plus interest on the principal amount prepaid as provided in Section 3.07 hereof.

of the Intercreditor Agreement. The Borrower agrees to pay to the Liquidity Provider, on each Regular Distribution Date, commencing on the first Regular Distribution Date after the making of a Provider Advance, interest on the principal amount of any such Provider Advance as provided in Section 3.07; PROVIDEDprovided, HOWEVERhowever, that amounts in respect of a Provider Advance withdrawn from the Class C-1 C Cash Collateral Account for the purpose of paying interest on the Class C-1 C Certificates in accordance with Section 3.6(f) of the Intercreditor Agreement (the amount of any such withdrawal being (y) in the case of a Downgrade Advance, an "APPLIED DOWNGRADE ADVANCEApplied Downgrade Advance" and (z) in the case of a Non-Extension Advance, an "APPLIED NONApplied Non-EXTENSION ADVANCEExtension Advance" and, together with an Applied Downgrade Advance, an "APPLIED PROVIDER ADVANCEApplied Provider Advance") shall thereafter (subject to Section 2.06(b)) be treated as an Interest Advance under this Agreement for purposes of determining the Applicable Liquidity Rate for interest payable thereon; PROVIDED FURTHERand provided, HOWEVERfurther, that if, following the making of a Provider Advance, the Liquidity Provider delivers a Termination Notice to the Borrower pursuant to Section 6.01 hereof6.01, such Provider Advance shall thereafter be treated as a Final Advance under this Agreement for purposes of determining the Applicable Liquidity Rate for interest payable thereonthereon and the obligation for repayment thereof. Subject to Sections 2.07 and 2.09 hereof, immediately upon the withdrawal of any amounts from the Class C-1 C Cash Collateral Account on account of a reduction in the Required Amount, the Borrower shall repay to the Liquidity Provider a portion of the Provider Advances in a principal amount equal to the amount of such reduction, plus interest on the principal amount prepaid as provided in Section 3.07 hereof3.07.

of the Intercreditor Agreement. The Borrower agrees to pay to the Liquidity Provider, on each Regular Distribution Date, commencing on the first Regular Distribution Date after the making of a Provider Advance, interest on the principal amount of any such Provider Advance as provided in Section 3.073.7; PROVIDED, HOWEVER, that amounts in respect of a Provider Advance withdrawn from the Class C-1 B Cash Collateral Account for the purpose of paying interest on the Class C-1 B Certificates in accordance with Section 3.6(f) of the Intercreditor Agreement (the amount of any such withdrawal being (y) in the case of a Downgrade Advance, an "APPLIED DOWNGRADE ADVANCE" and (z) in the case of a Non-Extension Advance, an "APPLIED NON-EXTENSION ADVANCE" and, together with an Applied Downgrade Advance, an "APPLIED PROVIDER ADVANCE") shall thereafter (subject to Section 2.06(b2.6(b)) be treated as an Interest Advance under this Agreement for purposes of determining the Applicable Liquidity Rate for interest payable thereon; PROVIDED FURTHER, HOWEVER, that if, following the making of a Provider Advance, the Liquidity Provider delivers a Termination Notice to the Borrower pursuant to Section 6.01 6.1 hereof, such Provider Advance shall thereafter be treated as a Final Advance under this Agreement for purposes of determining the Applicable Liquidity Rate for interest payable thereon. Subject to Sections 2.07 2.7 and 2.09 2.9 hereof, immediately upon the withdrawal of any amounts from the Class C-1 B Cash Collateral Account on account of a reduction in the Required Amount, the Borrower shall repay to the Liquidity Provider a portion of the Provider Advances in a principal amount equal to the amount of such reduction, plus interest on the principal amount prepaid as provided in Section 3.07 3.7 hereof.

of the Intercreditor Agreement. The Subject to Sections 2.07 and 2.09, the Borrower agrees to pay to the Liquidity Provider, on each Regular Distribution Date, commencing on the first Regular Distribution Date after the making of a Provider Advance, interest on the principal amount of any such Provider Advance as provided in Section 3.073.07 hereof; PROVIDED, HOWEVER, that amounts in respect of a Provider Advance withdrawn from the Class C-1 WestLB Sub-Account of the Cash Collateral Account for the purpose of paying interest on the Class C-1 Certificates in accordance with Section 3.6(f) of the Intercreditor Agreement (the amount of any such withdrawal being (yx) in the case of a Downgrade Advance, an "APPLIED DOWNGRADE ADVANCE", (y) in the case of a WestLB Early Termination Advance, an "APPLIED WESTLB EARLY TERMINATION ADVANCE" and (z) in the case of a Non-Extension WestLB Expiration Advance, an "APPLIED NON-EXTENSION WESTLB EXPIRATION ADVANCE" and, together with an Applied Downgrade Advance and Applied WestLB Early Termination Advance, an "APPLIED PROVIDER ADVANCE") shall thereafter (subject to Section 2.06(b)) be treated as an Interest Advance under this Agreement for purposes of determining the Applicable Liquidity Rate for interest payable thereon; PROVIDED FURTHER, HOWEVER, that if, following the making of a Provider Advance, the Liquidity Provider delivers a Termination Notice to the Borrower pursuant to Section 6.01 hereof, such Provider Advance shall thereafter be treated as a Final Advance under this Agreement for purposes of determining the Applicable Liquidity Rate for interest payable thereonthereon and the obligation for repayment thereof. Subject to Sections 2.07 and 2.09 hereof, immediately upon the withdrawal of any amounts from the Class C-1 WestLB Sub-Account of the Cash Collateral Account pursuant to Section 3.6(f) of the Intercreditor Agreement on account of a reduction (or deemed reduction) in the Required AmountAmount with respect to such Sub-Account, the Borrower shall repay to the Liquidity Provider a portion of the Provider Advances in a principal amount equal to such reduction, plus interest on the principal amount prepaid as provided in Section 3.07 hereof.

of the Intercreditor Agreement. The Subject to Sections 2.07 and 2.09, the Borrower agrees to pay to the Liquidity Provider, on each Regular Distribution Date, commencing on the first Regular Distribution Date after the making of a Provider Advance, interest on the principal amount of any such Provider Advance as provided in Section 3.073.07 hereof; PROVIDED, HOWEVER, that amounts in respect of a Provider Advance withdrawn from the Class C-1 CNAI Sub-Account of the Cash Collateral Account for the purpose of paying interest on the Class C-1 Certificates in accordance with Section 3.6(f) of the Intercreditor Agreement (the amount of any such withdrawal being (y) in the case of a Downgrade Advance, an "APPLIED DOWNGRADE ADVANCE" and (z) in the case of a Non-Extension Advance, an "APPLIED NON-EXTENSION ADVANCE" and, together with an Applied Downgrade Advance, an "APPLIED PROVIDER ADVANCE") shall thereafter (subject to Section 2.06(b)) be treated as an Interest Advance under this Agreement for purposes of determining the Applicable Liquidity Rate for interest payable thereon; PROVIDED FURTHER, HOWEVER, that if, following the making of a Provider Advance, the Liquidity Provider delivers a Termination Notice to the Borrower pursuant to Section 6.01 6.01(a) hereof, such Provider Advance shall thereafter be treated as a Final Advance under this Agreement for purposes of determining the Applicable Liquidity Rate for interest payable thereonthereon and the obligation for repayment thereof. Subject to Sections 2.07 and 2.09 hereof, immediately upon the withdrawal of any amounts from the Class C-1 CNAI Sub-Account of the Cash Collateral Account pursuant to Section 3.6(f) of the Intercreditor Agreement on account of a reduction (or deemed reduction) in the Required AmountAmount with respect to such Sub-Account, the Borrower shall repay to the Liquidity Provider a portion of the Provider Advances in a principal amount equal to such reduction, plus interest on the principal amount prepaid as provided in Section 3.07 hereof.

of the Intercreditor Agreement. The Borrower agrees to pay to the Liquidity Provider, on each Regular Distribution Date, commencing on the first Regular Distribution Date after the making of a Provider Downgrade Advance or a Non-Extension Advance, interest on the principal amount of any such Provider Advance as provided in Section 3.073.7; PROVIDEDprovided, HOWEVERhowever, that (i) any distribution to the Liquidity Provider of Investment Earnings pursuant to Section 3.6(f) of the Intercreditor Agreement shall constitute a payment of interest on such Advance in the amount of such Investment Earnings (not to exceed the amount specified in Section 3.7) and (ii) amounts in respect of a Provider Downgrade Advance or a Non-Extension Advance withdrawn from the Class C-1 B Cash Collateral Account for the purpose of paying interest on the Class C-1 B Certificates in accordance with Section 3.6(f) of the Intercreditor Agreement (the amount of any such withdrawal being (yi) in the case of a withdrawn Downgrade Advance, an "APPLIED DOWNGRADE ADVANCEApplied Downgrade Advance" and (zii) in the case of a withdrawn Non-Extension Advance, an "APPLIED NONApplied Non-EXTENSION ADVANCE" and, together with an Applied Downgrade Extension Advance, an "APPLIED PROVIDER ADVANCE") shall thereafter (subject to Section 2.06(b)) be treated as an Interest Advance under this Agreement for purposes of determining the Applicable Liquidity Rate for interest payable thereon; PROVIDED FURTHER, HOWEVER, that if, following the making of a Provider Advance, the Liquidity Provider delivers a Termination Notice to the Borrower pursuant to Section 6.01 hereof, such Provider Advance shall thereafter be treated as a Final Advance under this Agreement for purposes of determining the Applicable Liquidity Rate for interest payable thereon. Subject to Sections 2.07 and 2.09 hereof, immediately Immediately upon the withdrawal of any amounts from the Class C-1 B Cash Collateral Account on account of a reduction in the Required Amount, the Borrower shall repay to the Liquidity Provider a portion of Downgrade Advance or Non-Extension Advance (as the Provider Advances case may be) in a principal amount equal to the amount of such reduction, plus interest on the principal amount prepaid as provided in Section 3.07 hereof3.7.

of the Intercreditor Agreement. The Borrower agrees to pay Facility Agreement and each of the other Loan Documents, except to the Liquidity Providerextent of the waiver specifically provided above, on each Regular Distribution are and shall continue to be in full force and effect and are hereby in all respects ratified and confirmed. The execution, delivery and effectiveness of this Letter Waiver shall not, except as expressly provided herein, operate as a waiver of any right, power or remedy of any Lender Party, the Debt Coordinators, the Administrative Agent or the Collateral Trustee under any of the Loan Documents or Covered Documents, nor constitute a waiver of any provision of any of the Loan Documents or Covered Documents. On the day following the Waiver Termination Date, commencing without any further action by any Lender Party, the Debt Coordinators, the Administrative Agent or the Collateral Trustee, all of the terms and provisions set forth in the Loan Documents shall have the same force and effect as if this Letter Waiver had not been entered into by the parties hereto, and each Lender Party, the Debt Coordinators, the Administrative Agent and the Collateral Trustee shall have all of the rights and remedies afforded to them under the Loan Documents and Covered Documents as though no waiver had been granted hereunder. Each of the undersigned Loan Parties, as Guarantors under the Parent Guaranty or the Subsidiary Guaranty, as applicable, hereby consents to the execution and delivery of this Letter Waiver and hereby confirms and agrees that (a) notwithstanding the effectiveness of this Letter Waiver, the Guaranty to which such Loan Party is a party is, and shall continue to be, in full force and effect and is hereby ratified and confirmed in all respects and (b) the Collateral Documents to which such Grantor is a party and all of the Collateral described therein do, and shall continue to, secure the payment of all of the Secured Obligations (in each case, as defined therein). If you agree to the terms and provisions of this Letter Waiver, please evidence such agreement by (i) faxing your signature page to Xxxxxx Fine (tel. 000-000-0000; fax 000-000-0000) by no later than 12:00 noon (NY time) on Thursday, April 12 and (ii) executing and returning two counterparts of this Letter Waiver to Xxxxxx Fine, Shearman & Sterling, 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 at your earliest convenience. This Letter Waiver may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the first Regular Distribution Date after the making same agreement. Delivery of an executed counterpart of a Provider Advance, interest on the principal amount of any such Provider Advance signature page to this Letter Waiver by telecopier shall be effective as provided in Section 3.07; PROVIDED, HOWEVER, that amounts in respect delivery of a Provider Advance withdrawn from the Class C-1 Cash Collateral Account for the purpose manually executed counterpart of paying interest on the Class C-1 Certificates this Letter Waiver. [remainder of this page intentionally left blank] This Letter Waiver shall be governed by, and construed in accordance with Section 3.6(f) with, the laws of the Intercreditor Agreement (the amount State of any such withdrawal being (y) in the case of a Downgrade AdvanceNew York. Very truly yours, an "APPLIED DOWNGRADE ADVANCE" THE WARNACO GROUP, INC. By /s/ Xxxxxxx Xxxxxxxxxxx ---------------------- Title: Vice President and (z) in the case of a Non-Extension Advance, an "APPLIED NON-EXTENSION ADVANCE" and, together with an Applied Downgrade Advance, an "APPLIED PROVIDER ADVANCE") shall thereafter (subject to Section 2.06(b)) be treated Secretary Agreed as an Interest Advance under this Agreement for purposes of determining the Applicable Liquidity Rate for interest payable thereon; PROVIDED FURTHER, HOWEVER, that if, following the making of a Provider Advance, the Liquidity Provider delivers a Termination Notice to the Borrower pursuant to Section 6.01 hereof, such Provider Advance shall thereafter be treated as a Final Advance under this Agreement for purposes of determining the Applicable Liquidity Rate for interest payable thereon. Subject to Sections 2.07 and 2.09 hereof, immediately upon the withdrawal of any amounts from the Class C-1 Cash Collateral Account on account of a reduction in the Required Amount, the Borrower shall repay to the Liquidity Provider a portion of the Provider Advances in a principal amount equal to such reductiondate first above written: WARNACO INC. DESIGNER HOLDINGS LTD. OUTLET STORES, plus interest on the principal amount prepaid as provided in Section 3.07 hereof.INC. OUTLET HOLDINGS, INC. RIO SPORTSWEAR, INC. AEI MANAGEMENT CORPORATION JEANSWEAR HOLDINGS, INC. XXXXXX XXXXX JEANSWEAR COMPANY CKJ HOLDINGS, INC. CKJ SOURCING, INC. ABBEVILLE MANUFACTURING COMPANY KAI JAY MANUFACTURING COMPANY XXXXXXX INC. 000 XXXXXX XXXXXX INC. WARNACO INTERNATIONAL INC. WARMANA LIMITED WARNACO SOURCING INC. WARNER'S DE COSTA RICA INC. AUTHENTIC FITNESS CORPORATION AUTHENTIC FITNESS PRODUCTS INC. WARNACO U.S., INC. WARNACO MEN'S SPORTSWEAR, INC. X.X. XXXXXXXX COMPANY WARNACO VENTURES LTD. VENTURES LTD. A.B.S. CLOTHING COLLECTION, INC. WARNACO INTERNATIONAL, L.L.C. AUTHENTIC FITNESS RETAIL INC. AUTHENTIC FITNESS ON-LINE, INC. CCC ACQUISITION CORP. CCC ACQUISITION REALTY CORP. UBERTECH PRODUCTS, INC. WARNACO PUERTO RICO, INC. By: /s/ Xxxxxxx Xxxxxxxxxxx --------------------------- Name: Xxxxxxx Xxxxxxxxxxx Title: Vice President and Secretary MYTRLE AVENUE, INC. By:/s/ Xxxx Xxxxxxx ---------------------------- Name: Xxxx Xxxxxxx Title: Assistant Treasurer XXXXXXX STREET, INC. By:/s/ Xxxx Xxxxxxx ---------------------------- Name: Xxxx Xxxxxxx Title: Treasurer PENHALIGON'S BY REQUEST, INC. By:/s/ Xxxxxxx Xxxxxxxxxxx ---------------------------- Name: Xxxxxxx Xxxxxxxxxxx Title: Attorney-in-Fact

of the Intercreditor Agreement. The Borrower agrees to pay to the Liquidity Provider, on each Regular Distribution Date, commencing on the first Regular Distribution Date after the making of a Provider Advance, interest on the principal amount of any such Provider Advance as provided in Section 3.073.7; PROVIDED, HOWEVER, that amounts in respect of a Provider Advance withdrawn from the Class C-1 A Cash Collateral Account for the purpose of paying interest on the Class C-1 A Certificates in accordance with Section 3.6(f) of the Intercreditor Agreement (the amount of any such withdrawal being (y) in the case of a Downgrade Advance, an "APPLIED DOWNGRADE ADVANCE" and (z) in the case of a Non-Extension Advance, an "APPLIED NON-EXTENSION ADVANCE" and, together with an Applied Downgrade Advance, an "APPLIED PROVIDER ADVANCE") shall thereafter (subject to Section 2.06(b2.6(b)) be treated as an Interest Advance under this Agreement for purposes of determining the Applicable Liquidity Rate for interest payable thereon; PROVIDED FURTHER, HOWEVER, that if, following the making of a Provider Advance, the Liquidity Provider delivers a Termination Notice to the Borrower pursuant to Section 6.01 6.1 hereof, such Provider Advance shall thereafter be treated as a Final Advance under this Agreement for purposes of determining the Applicable Liquidity Rate for interest payable thereon. Subject to Sections 2.07 2.7 and 2.09 2.9 hereof, immediately upon the withdrawal of any amounts from the Class C-1 A Cash Collateral Account on account of a reduction in the Required Amount, the Borrower shall repay to the Liquidity Provider a portion of the Provider Advances in a principal amount equal to the amount of such reduction, plus interest on the principal amount prepaid as provided in Section 3.07 3.7 hereof.

of the Intercreditor Agreement. The Borrower agrees to pay Facility Agreement and each of the other Loan Documents, except to the Liquidity Providerextent of the waiver specifically provided above, on each Regular Distribution are and shall continue to be in full force and effect and are hereby in all respects ratified and confirmed. The execution, delivery and effectiveness of this Letter Waiver shall not, except as expressly provided herein, operate as a waiver of any right, power or remedy of any Lender Party, the Debt Coordinators, the Administrative Agent or the Collateral Trustee under any of the Loan Documents or Covered Documents, nor constitute a waiver of any provision of any of the Loan Documents or Covered Documents. On the day following the Waiver Termination Date, commencing on without any further action by any Lender Party, the first Regular Distribution Date after Debt Coordinators, the making Administrative Agent or the Collateral Trustee, all of the terms and provisions set forth in the Loan Documents shall have the same force and effect as if this Letter Waiver had not been entered into by the parties hereto, and each Lender Party, the Debt Coordinators, the Administrative Agent and the Collateral Trustee shall have all of the rights and remedies afforded to them under the Loan Documents and Covered Documents as though no waiver had been granted hereunder. Each of the undersigned Loan Parties, as Guarantors under the Parent Guaranty or the Subsidiary Guaranty, as applicable, hereby consents to the execution and delivery of this Letter Waiver and hereby confirms and agrees that (a) notwithstanding the effectiveness of this Letter Waiver, the Guaranty to which such Loan Party is a party is, and shall continue to be, in full force and effect and is hereby ratified and confirmed in all respects and (b) the Collateral Documents to which such Grantor is a party and all of the Collateral described therein do, and shall continue to, secure the payment of all of the Secured Obligations (in each case, as defined therein). If you agree to the terms and provisions of this Letter Waiver, please evidence such agreement by (i) faxing your signature page to Xxxxxx Fine (tel. 000-000-0000; fax 000-000-0000) BY NO LATER THAN 12:00 NOON (NY TIME) ON THURSDAY, MARCH 29 and (ii) executing and returning two counterparts of this Letter Waiver to Xxxxxx Fine, Shearman & Sterling, 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 at your earliest convenience. This Letter Waiver may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement. Delivery of an executed counterpart of a Provider Advance, interest on the principal amount of any such Provider Advance signature page to this Letter Waiver by telecopier shall be effective as provided in Section 3.07; PROVIDED, HOWEVER, that amounts in respect delivery of a Provider Advance withdrawn from the Class C-1 Cash Collateral Account for the purpose manually executed counterpart of paying interest on the Class C-1 Certificates this Letter Waiver. [remainder of this page intentionally left blank] This Letter Waiver shall be governed by, and construed in accordance with Section 3.6(f) with, the laws of the Intercreditor Agreement (the amount State of any such withdrawal being (y) in the case of a Downgrade AdvanceNew York. Very truly yours, an "APPLIED DOWNGRADE ADVANCE" THE WARNACO GROUP, INC. By /s/ Xxxxxxx X. Xxxxxxxxxxx ----------------------------- Title: Vice President and (z) in the case of a Non-Extension Advance, an "APPLIED NON-EXTENSION ADVANCE" and, together with an Applied Downgrade Advance, an "APPLIED PROVIDER ADVANCE") shall thereafter (subject to Section 2.06(b)) be treated Secretary Agreed as an Interest Advance under this Agreement for purposes of determining the Applicable Liquidity Rate for interest payable thereon; PROVIDED FURTHER, HOWEVER, that if, following the making of a Provider Advance, the Liquidity Provider delivers a Termination Notice to the Borrower pursuant to Section 6.01 hereof, such Provider Advance shall thereafter be treated as a Final Advance under this Agreement for purposes of determining the Applicable Liquidity Rate for interest payable thereon. Subject to Sections 2.07 and 2.09 hereof, immediately upon the withdrawal of any amounts from the Class C-1 Cash Collateral Account on account of a reduction in the Required Amount, the Borrower shall repay to the Liquidity Provider a portion of the Provider Advances in a principal amount equal to such reductiondate first above written: WARNACO INC. DESIGNER HOLDINGS LTD. OUTLET STORES, plus interest on the principal amount prepaid as provided in Section 3.07 hereof.INC. OUTLET HOLDINGS, INC. RIO SPORTSWEAR, INC. AEI MANAGEMENT CORPORATION JEANSWEAR HOLDINGS, INC. XXXXXX XXXXX JEANSWEAR COMPANY CKJ HOLDINGS, INC. CKJ SOURCING, INC. ABBEVILLE MANUFACTURING COMPANY KAI JAY MANUFACTURING COMPANY XXXXXXX INC. 000 XXXXXX XXXXXX INC. WARNACO INTERNATIONAL INC. WARMANA LIMITED WARNACO SOURCING INC. WARNER'S DE COSTA RICA INC. AUTHENTIC FITNESS CORPORATION AUTHENTIC FITNESS PRODUCTS INC. WARNACO U.S., INC. WARNACO MEN'S SPORTSWEAR, INC. X.X. XXXXXXXX COMPANY WARNACO VENTURES LTD. VENTURES LTD. A.B.S. CLOTHING COLLECTION, INC. WARNACO INTERNATIONAL, L.L.C. AUTHENTIC FITNESS RETAIL INC. AUTHENTIC FITNESS ON-LINE, INC. CCC ACQUISITION CORP. CCC ACQUISITION REALTY CORP. UBERTECH PRODUCTS, INC. WARNACO PUERTO RICO, INC. By: /s/ Xxxxxxx X. Xxxxxxxxxxx ----------------------------------- Name: Xxxxxxx X. Xxxxxxxxxxx Title: Vice President and Secretary MYTRLE AVENUE, INC. By: /s/ Xxxx Xxxxxxx ----------------------------------- Name: Xxxx Xxxxxxx Title: Assistant Treasurer XXXXXXX STREET, INC. By: /s/ Xxxx Xxxxxxx ----------------------------------- Name: Xxxx Xxxxxxx Title: Treasurer PENHALIGON'S BY REQUEST, INC. By: /s/ Xxxxxxx X. Xxxxxxxxxxx ----------------------------------- Name: Xxxxxxx X. Xxxxxxxxxxx Title: Attorney-in-Fact

of the Intercreditor Agreement. The Borrower undersigned hereby agrees to pay that it is a party to the Liquidity ProviderIntercreditor Agreement and is therefore bound by, on each Regular Distribution Dateand subject to, commencing on the first Regular Distribution Date after the making of a Provider Advance, interest on the principal amount of any such Provider Advance as provided in Section 3.07; PROVIDED, HOWEVER, that amounts in respect of a Provider Advance withdrawn from the Class C-1 Cash Collateral Account for the purpose of paying interest on the Class C-1 Certificates in accordance with Section 3.6(f) terms of the Intercreditor Agreement, and that it is a "Secured Creditor" under, and as defined, therein. The undersigned certifies that on or about the date hereof it is the holder of the following Secured Obligations: [describe Secured Obligations] The address and facsimile number for notices to the undersigned pursuant to the Intercreditor Agreement is as follows: [set forth address and facsimile number for notices] Very truly yours, [CREDITOR] By ------------------------------- Name: Title: EXHIBIT III FORM OF JOINDER AGREEMENT (ADDITIONAL CREDIT PARTY) Reference is made to that certain Amended and Restated Intercreditor and Collateral Agency Agreement (the amount "Intercreditor Agreement"), dated as of any such withdrawal being (y) May 20, 2005, by and among the Secured Creditors, Northwest Pipe Company and certain of its affiliates identified therein as "Credit Parties" and you as Collateral Agent. All capitalized terms used but not defined herein have the respective meanings ascribed thereto in the case Intercreditor Agreement. This agreement is a Joinder Agreement (Additional Credit Party) referred to in Section 8.2 of the Intercreditor Agreement. The undersigned hereby agrees that it is a Downgrade Advanceparty to the Intercreditor Agreement and is therefore bound by, an "APPLIED DOWNGRADE ADVANCE" and (z) in the case of a Non-Extension Advance, an "APPLIED NON-EXTENSION ADVANCE" and, together with an Applied Downgrade Advance, an "APPLIED PROVIDER ADVANCE") shall thereafter (subject to Section 2.06(b)) be treated as an Interest Advance under this Agreement for purposes of determining the Applicable Liquidity Rate for interest payable thereon; PROVIDED FURTHER, HOWEVER, that if, following the making of a Provider Advanceto, the Liquidity Provider delivers terms of the Intercreditor Agreement, and that it is a Termination Notice "Credit Party" under, and as defined, therein. The address and facsimile number for notices to the Borrower undersigned pursuant to Section 6.01 hereofthe Intercreditor Agreement is as follows: [set forth address and facsimile number for notices] Very truly yours, such Provider Advance shall thereafter be treated as [ADDITIONAL GUARANTOR] By ------------------------------- Name: Title: EXHIBIT IV Notice Information for Noteholders ALLSTATE LIFE INSURANCE COMPANY Private Placements Division 3000 Xxxxxxx Xxxx, Suite G5D Northbrook, Illinois 60062-7127 Attention: Dxxxx X. Xxxxxxx Phone: (000) 000-0000 Fax: (000) 000-0000 With a Final Advance under this Agreement for purposes of determining the Applicable Liquidity Rate for interest payable thereon. Subject to Sections 2.07 and 2.09 hereofcopy to: Allstate Life Insurance Company Private Placements Division 3000 Xxxxxxx Xxxx, immediately upon the withdrawal of any amounts from the Class C-1 Cash Collateral Account on account of a reduction in the Required AmountSuite G5D Northbrook, the Borrower shall repay to the Liquidity Provider a portion of the Provider Advances in a principal amount equal to such reduction, plus interest on the principal amount prepaid as provided in Section 3.07 hereof.Illinois 60062-7127 Attention: Mxxxxxx X. Xxxxxx Phone: (000) 000-0000 Fax: (000) 000-0000