Common use of Perfection and Priority of Security Interests Clause in Contracts

Perfection and Priority of Security Interests. (a) Any and all security interests, assignments, pledges and other liens, charges or encumbrances now existing or hereafter created or arising in favor of the Trustee in the Collateral with respect to the New Note Security Agreement and the New Note Mortgages, are expressly junior in priority, operation and effect to any and all security interests, assignments, pledges and other secured claims, liens, charges or encumbrances now existing or hereafter created or arising in favor of Bank One with respect to the security interests and liens in and to the Collateral granted under the Bank One Restated Secured Loan Agreement and Mortgages, notwithstanding anything to the contrary contained in any agreement or filing to which the Trustee may now or hereafter be a party, and irrespective of the time, order or method of attachment or perfection of any financing statements or other security interests, assignments, pledges and other liens, charges or encumbrances or any defect or deficiency or alleged defect or deficiency in any of the foregoing. (b) The Trustee, on behalf of itself and the holders of the New Notes, hereby acknowledges that the Bank One Senior Obligations represent, in part, indebtedness that is revolving in nature and that the amount thereof that may be outstanding at any time or from time to time may be increased or reduced (even to $0) and subsequently reborrowed, and that the terms of the Bank One Senior Obligations may be modified, extended, amended, restated, compromised, supplemented, terminated, waived or released from time to time, and the aggregate amount of the Bank One Senior Obligations may be increased, renewed, replaced or refinanced, all without notice to or consent by the Trustee and without affecting the provisions hereof. The lien priorities provided in this Section 2.02 shall not be altered or otherwise affected by any amendment, modification, supplement, extension, increase, replacement, renewal, restatement or refinancing of either the Bank One Senior Obligations, the New Indenture, the New Note Security Agreement, the New Note Mortgages, or any portion thereof, nor by any action that Bank One or the Trustee may take or fail to take in respect of the Collateral. (c) For purposes of perfecting the Trustee's security interest in the Collateral and the proceeds thereof, the parties hereby acknowledge that the Borrowers will, at their sole cost and expense, perform any and all acts and execute and file such UCC-1 financing statements and mortgage deeds or deeds of trust covering the Collateral as shall be necessary or advisable to in order to grant and make effective the security interest and/or liens of the Trustee in and to the Collateral. The parties agree that all UCC-1 financing statements, mortgage deeds or deeds of trust or similar such documents, filed to make effective and maintain the Trustee's security interests and/or liens in the Collateral shall be in form satisfactory to Bank One and shall contain the notation substantially a follows: "The interest of the [Secured Party] [Mortgagee] in the [collateral] [real property] described herein is junior and subordinate to the interests of Bank One and its successors and assigns, under that certain [Amended and Restated Bank One Loan and Security Agreement] [Mortgage Deed] (as amended, supplemented or otherwise modified from time to time) with Borrowers, pursuant to that certain Intercreditor Agreement among Bank One, N.A., Wells Fargo Bank, National Association, as Trustee, Continental Conxxxxx and Equipment Company and Goodman Conveyor Company (as amended, supplemented or otherwise modxxxxx xrom time to time)." (d) The arrangements described in paragraphs (a), (b) and (c) above shall in no way be construed as imposing any duties or other obligations on Bank One other than to transfer to the Trustee (or as a court of competent jurisdiction may otherwise direct) the proceeds, if any, that remain following a sale, transfer or other disposition of all or any portion of the Collateral by Bank One and the payment and satisfaction in full of any and all Bank One Senior Obligations or, if Bank One shall still be in possession of all or any part of the Collateral after such payment and satisfaction in full, the Collateral or such part thereof remaining, without representation or warranty on the part of Bank One. At all times until the Bank One Senior Obligations shall have maintaining any proceedings or action to foreclose and enforce Bank One's liens and security interests with respect to any part or all of the Collateral, then the Trustee may file protective pleadings in such proceedings and actions to assert its junior lien and security interests in the Collateral so long as the Trustee does not interfere with or impede such action or proceeding of Bank One. (e) In the event a proceeding under Title 11 of the U.S. Code (the "Bankruptcy Code") or any other Federal, state or foreign bankruptcy, insolvency, receivership or similar law shall be commenced by or against any Borrower, the Trustee shall not file any objection based upon the failure to provide adequate protection for its junior lien and/or security interest to any motion filed in such proceeding seeking: (i) authorization for such Borrower under Section 363 of the Bankruptcy Code (or the analogous provision of such other law) to use cash collateral (as defined therein) to the extent that Bank One has given its consent, (ii) authorization for such Borrower under Section 364 of the Bankruptcy Code (or the analogous provision of such other law) to incur secured indebtedness and priority administration indebtedness to Bank One or an affiliate of Bank One for loans (a "Bank One DIP Loan") that may be made by Bank One or an affiliate of Bank One to such Borrower after the commencement and/or termination of such proceedings, and to secure the repayment and performance of such post-petition indebtedness (and interest thereon and costs and expenses in connection therewith) by granting to Bank One or such affiliate of Bank One a first-priority security interest in and a first-priority lien on any part or all the Collateral, (iii) authorization for such Borrower under Section 364 of the Bankruptcy Code (or the analogous provision of such other law), to grant to Bank One or such affiliate of Bank One a first priority security interest in and a first-priority lien on any part or all the Collateral and (iv) authorization for such Borrower under the Bankruptcy Code to grant Bank One adequate protection, whether in the form of cash payments, accrued interest or otherwise, in connection with the use of cash collateral or in connection with the transactions contemplated by clauses (i) through (iii) hereof; provided, however that nothing contained in this Section 2.02(e) or Section 2.03 shall prohibit the Trustee from (and, with respect to clauses (x) and (z) following, Bank One agrees not to object to the Trustee): (w) offering, obtaining from other sources and/or participating in post-petition financing to the Borrower, (x) seeking adequate protection solely in the form of a priority claim under the Bankruptcy Code subordinate to any similar claim now or hereafter held by Bank One or an affiliate of Bank One, provided such priority claim is subject to the terms of this Agreement, (y) objecting to the reasonableness of the terms of any proposed Bank One DIP Loan, or (z) requesting a replacement lien subordinate to any lien now or hereafter held by Bank One or an affiliate of Bank One, provided such replacement lien is subject to the provisions of this Agreement.

Perfection and Priority of Security Interests. (a) Any and all security interests, assignments, pledges and other liens, charges or encumbrances now existing or hereafter created or arising in favor of the Trustee in the Collateral Junior Secured Parties with respect to the New Note Security Agreement and the New Note Mortgages, Collateral are expressly junior in priority, operation and effect to any and all security interests, assignments, pledges and other secured claims, liens, charges or encumbrances now existing or hereafter created or arising in favor of Bank One the Senior Collateral Agent for the benefit of the Senior Secured Parties with respect to the security interests and liens in and to the Collateral granted under the Bank One Restated Secured Loan Agreement and MortgagesCollateral, notwithstanding anything to the contrary contained in any agreement or filing to which the Trustee Junior Agent or any Junior Secured Party may now or hereafter be a party, and irrespective of the time, order or method of attachment or perfection of any financing statements or other security interests, assignments, pledges and other liens, charges or encumbrances or any defect or deficiency or alleged defect or deficiency in any of the foregoing. (b) The TrusteeJunior Agent, on behalf of itself and the holders of the New Notesother Junior Secured Parties, hereby acknowledges that the Bank One Senior Obligations represent, in part, represent indebtedness that is revolving in nature and that the 196 12 amount thereof that may be outstanding at any time or from time to time may be increased or reduced (even to $0) and subsequently reborrowed, and that the terms of the Bank One Senior Obligations may be modified, extended, amended, restated, compromised, supplemented, terminated, waived or released from time to time, and the aggregate amount of the Bank One Senior Obligations may be increased, renewed, replaced or refinanced, all without notice to or consent by the Trustee Junior Secured Parties and without affecting the provisions hereof, provided that no such modification, extension or amendment shall be effective for purposes of this Agreement if it increases the principal amount of the loans outstanding under the Senior Credit Agreement to an amount in excess of $600,000,000. The lien priorities provided in this Section 2.02 4.01 shall not be altered or otherwise affected by any amendment, modification, supplement, extension, increase, replacement, renewal, restatement or refinancing of either the Bank One Senior Obligations or the Junior Obligations, the New Indenture, the New Note Security Agreement, the New Note Mortgages, or any portion thereof, nor by any action that Bank One the Senior Secured Parties or the Trustee Junior Secured Parties may take or fail to take in respect of the Collateral. (c) For purposes of perfecting the Trustee's security interest Junior Security Interest in the Collateral and the proceeds thereof, the parties Grantors and the Senior Agent hereby acknowledge that the Borrowers will, at their sole cost and expense, perform any and all acts and execute and each Grantor will file such UCC-1 financing statements and mortgage deeds or deeds of trust covering the Collateral as it shall be necessary deem appropriate, naming the Borrower (or advisable to in order to grant one or more Guarantors) as debtor, and make effective the security interest and/or liens Junior Agents, on behalf of the Trustee in Junior Secured Parties, as secured party. Each of the Junior Agent and to the Collateral. The parties agree Junior Secured Parties agrees that all UCC-1 financing statements, mortgage deeds Financing Statements filed by or deeds on behalf of trust or similar such documents, filed to make effective and maintain the Trustee's security interests and/or liens in the Collateral Junior Secured Parties shall be in form satisfactory to Bank One the Senior Agent and shall contain the notation substantially a followsfollowing notation: "The interest of the [Secured Party] [Mortgagee] Party in the [collateral] [real property] collateral described herein is junior and subordinate to the interests of The Chase Manhattan Bank One and its successors and assigns, under as agent, and the Lenders party to that certain [Amended Credit Agreement dated as of September 26, 1997, as amended and Restated Bank One Loan and Security Agreement] [Mortgage Deed] restated as of December 31, 1998 (as amended, supplemented or otherwise modified from time to time) with BorrowersHechinger Investment Company of Delaware, Inc. pursuant to that certain Intercreditor Agreement among Bank Onedated as of December 31, N.A., Wells Fargo Bank, National Association, as Trustee, Continental Conxxxxx and Equipment Company and Goodman Conveyor Company 1998 (as amended, supplemented or otherwise modxxxxx xrom modified from time to time)." (d) It is acknowledged that (i) pursuant to the Junior Security Agreement, the Grantors have granted to the Junior Agent for the benefit of the Junior Secured Parties a second-priority security interest in the Collection Deposit Accounts, (ii) the Collection Deposit Accounts are maintained with the Senior Collateral Agent or with a Sub-Agent under the dominion and control of the Senior Collateral Agent in accordance with the terms of the Depository Agreements and (iii) pursuant to the Senior Security Agreement, the Grantors have granted to the Senior Collateral Agent for the benefit of the Senior Secured Parties a first-priority security interest in the Collection Deposit Accounts. Subject to the provisions of this Article IV, the Senior Collateral Agent shall maintain sole dominion and control over the Collection Deposit Accounts for the benefit of the Junior Secured Parties in addition to the Senior Secured Parties. Notwithstanding any provision to the contrary in this Section 4.01(d), the Senior Collateral Agent shall continue to have a first-priority security interest in the Collection Deposit Accounts for the benefit of the Senior Secured Parties. Notwithstanding anything to the contrary in this Agreement, under no circumstances shall the Senior Collateral Agent have, or be deemed to have, any fiduciary duty or any other duty (other than as expressly set forth in paragraph (f) below) to any Junior Secured Party or the Junior Agent with respect to actions it takes or is permitted to take hereunder with respect to the Collection Accounts. (e) It is acknowledged that (i) pursuant to the Junior Pledge Agreement, the Borrower, the Holdings Guarantors party thereto and the Subsidiary Guarantors party thereto have granted to the Junior Agent for the benefit of the Junior Secured Parties a second-priority security interest in the Pledge Agreement Collateral, (ii) to the extent necessary to perfect a security interest under the Uniform Commercial Code, the Pledge Agreement Collateral is in the possession of the Senior Collateral Agreement in accordance with the terms of the Senior Pledge Agreement and (iii) the Borrower, the Holdings Guarantors party to the Senior Pledge Agreement and the Subsidiary Guarantors party to the Senior Pledge Agreement have granted to the Senior Collateral Agent for the benefit of the Senior 197 13 Secured Parties a first-priority security interest in the Pledge Agreement Collateral. Subject to the provisions of this Article IV, the Senior Collateral Agent shall maintain possession, to the extent reasonably possible, of the Pledge Agreement Collateral for the benefit of the Junior Secured Parties in addition to the Senior Secured Parties. Notwithstanding any provision to the contrary in this Section 4.01(e), the Senior Collateral Agent shall continue to have a first-priority security interest in the Pledge Agreement Collateral for the benefit of the Senior Secured Parties. Notwithstanding anything to the contrary in this Agreement, under no circumstances shall the Senior Collateral Agent have, or be deemed to have, any fiduciary duty or any other duty (other than as expressly set forth in paragraph (f) below) to any Junior Secured Party or the Junior Agent with respect to actions it takes or is permitted to take hereunder with respect to the Pledge Agreement Collateral. (f) The Junior Agent, on behalf of itself and the other Junior Secured Parties, acknowledges and agrees with the Senior Secured Parties that the arrangements described in paragraphs (a), (b), (c), (d) and (ce) above are solely for the purpose of providing the Junior Secured Parties with a perfected Junior Security Interest in the Collateral and shall in no way be construed as imposing any duties or other obligations on Bank One the Senior Agent other than to transfer to the Trustee Junior Secured Parties (or as a court of competent jurisdiction may otherwise direct) the proceeds, if any, that remain following a sale, transfer or other disposition of all or any portion of the Collateral by Bank One the Senior Collateral Agent on behalf of the Senior Secured Parties and the payment and satisfaction in full of any and all Bank One Senior Obligations or, if Bank One the Senior Collateral Agent shall still be in possession of all or any part of the Collateral after such payment and satisfaction in full, the Collateral or such part thereof remaining, without representation or warranty on the part of Bank Onethe Senior Agent or the Senior Secured Parties. At In furtherance of the foregoing, the Junior Secured Parties acknowledge and agree with the Senior Secured Parties that, at all times until the Bank One Senior Obligations shall have maintaining been paid and satisfied in full, the Senior Collateral Agent shall be entitled to (i) maintain control over the Collection Deposit Accounts in accordance with the Senior Security Agreement and the Depository Agreements, (ii) maintain control over the Pledge Agreement Collateral in accordance with the Senior Pledge Agreement and (iii) sell, transfer or otherwise dispose of or deal with the Collateral as provided in the Senior Security Documents without regard to the security interest of the Junior Secured Parties therein, or any proceedings rights to which the Junior Secured Parties would otherwise be entitled as a result of such security interest, the only obligation of the Senior Agent to the Junior Secured Parties in respect thereof being to promptly deliver to the Junior Agent (unless otherwise directed in writing by the Junior Agent or action by a court of competent jurisdiction) any proceeds remaining from such sale, transfer or other disposition of the Collateral after such payment and satisfaction in full of the Senior Obligations or, if the Senior Agent shall still be in possession of all or any part of the Collateral after such payment and satisfaction in full, the Collateral or such part thereof remaining, without representation or warranty on the part of the Senior Agent or the Senior Secured Parties, provided that nothing contained in this sentence shall be construed to foreclose and enforce Bank One's liens and security interests give rise to, nor shall the Junior Agent or the Junior Secured Parties have, any claims whatsoever against the Senior Agent or any Senior Secured Party on account of any act or omission to act in connection with the exercise of any right or remedy of the Senior Agent with respect to the Collateral (other than with respect to any part claims that may arise as a result of the failure of the Senior Agent, after the payment and satisfaction in full of the Senior Obligations, to deliver any remaining Collateral or all proceeds to the Junior Agent or the Junior Secured Parties). The Junior Agent, on behalf of itself and the other Junior Secured Parties, agrees that, without the prior written consent of the Senior Agent, it shall not, and shall not attempt to, exercise any rights of enforcement with respect to (A) the Senior Security Interest in the Collateral or (B) the Junior Security Interest in the Collateral, then whether pursuant to the Trustee may file protective pleadings Junior Security Documents or otherwise, until the payment and satisfaction in such proceedings and actions to assert its junior lien and security interests in full of the Collateral so long as the Trustee does not interfere with or impede such action or proceeding of Bank OneSenior Obligations. (eg) In The Junior Agent, on behalf of itself and the other Junior Secured Parties, agrees that in the event a proceeding under Title 11 of the U.S. Code (the "Bankruptcy Code") or any other Federal, state or foreign bankruptcy, insolvency, receivership or similar law shall be commenced by or against any BorrowerGrantor, the Trustee Junior Agent or such Junior Secured Party shall not file any objection based upon or in any other manner attempt to prevent the failure to provide adequate protection for its junior lien and/or security interest to any motion filed in court conducting such proceeding seeking: from (and shall be deemed to have consented to such proceeding) (i) authorization for authorizing such Borrower under Section 363 of the Bankruptcy Code (or the analogous provision of such other law) to use cash collateral (as defined therein) to the extent that Bank One has given its consent, (ii) authorization for such Borrower Grantor under Section 364 of the Bankruptcy Code (or the analogous provision of such other law) to incur secured indebtedness and priority administration indebtedness to Bank One the Senior Secured Parties (or an affiliate any of Bank One them) for loans (a "Bank One DIP Loan") that may be made by Bank One the Senior Secured Parties (or an affiliate any of Bank One them) to such Borrower Grantor after the commencement and/or termination of such proceedings, and to secure the repayment and performance of such post-petition indebtedness (and interest thereon and costs and expenses in connection therewith) by granting to Bank One the Senior Secured Parties (or such affiliate any of Bank One them) a first-priority security interest in and a first-priority lien on any part or all the Collateral, (iiiii) authorization for such Borrower under pursuant to Section 364 of the Bankruptcy Code (or the analogous provision of such other law), to grant to Bank One granting the Senior Secured Parties (or such affiliate any of Bank One them) a first first-priority security interest in and a first-priority lien on any part or all the Collateral and Collateral, (iviii) authorization for authorizing such Borrower Grantor under the Bankruptcy Code to grant Bank One the Senior Secured Parties (or any of them) adequate protection, whether in the form of cash payments, accrued interest or otherwise, in connection with the use of cash collateral or in connection with the transactions contemplated by clauses (i) through and (iiiii) hereof; provided, however that nothing contained in this Section 2.02(e) or Section 2.03 shall prohibit the Trustee from (and, with respect to clauses (x) and (z) following, Bank One agrees not to object to the Trustee): (w) offering, obtaining from other sources and/or participating in post-petition financing to the Borrower, (x) seeking adequate protection solely in the form of a priority claim under the Bankruptcy Code subordinate to any similar claim now or hereafter held by Bank One or an affiliate of Bank One, provided such priority claim is subject to the terms of this Agreement, (y) objecting to the reasonableness of the terms of any proposed Bank One DIP Loan, or (z) requesting a replacement lien subordinate to any lien now or hereafter held by Bank One or an affiliate of Bank One, provided such replacement lien is subject to the provisions of this Agreement.

Perfection and Priority of Security Interests. (a) Any and all security interests, assignments, pledges, mortgages, deeds of trust, deeds to secure debt and other liens, charges or encumbrances now existing or hereafter created or arising in favor of the Second Priority Collateral Trustee for the benefit of the Second Priority Debt Parties with respect to the Collateral and securing the Second Priority Debt Obligations are expressly junior in priority, operation and effect to any and all security interests, assignments, pledges and other liens, charges or encumbrances now existing or hereafter created or arising in favor of the Trustee in Senior Collateral Agents for the Collateral benefit of the Senior Secured Parties with respect to the New Note Security Agreement Collateral and securing the New Note Mortgages, are expressly junior in priority, operation and effect to any and all security interests, assignments, pledges and other secured claims, liens, charges or encumbrances now existing or hereafter created or arising in favor of Bank One with respect to the security interests and liens in and to the Collateral granted under the Bank One Restated Secured Loan Agreement and MortgagesSenior Obligations, notwithstanding anything to the contrary contained in any agreement or filing to which the Second Priority Collateral Trustee or any Second Priority Debt Party may now or hereafter be a party, and irrespective regardless of the time, order or method of attachment attachment, recording or perfection of any financing statements or other security interests, assignments, pledges pledges, mortgages and other liens, charges or encumbrances or any defect or deficiency or alleged defect or deficiency in any of the foregoing. (b) The TrusteeSecond Priority Representatives, on behalf of itself themselves and the holders other Second Priority Debt Parties, acknowledge that a portion of the New Notes, hereby acknowledges that the Bank One Senior Obligations represent, in part, indebtedness represent debt that is revolving in nature and that the amount thereof that may be outstanding at any time or from time to time may be increased or reduced (even to $0) and subsequently reborrowed, and that the terms of the Bank One Senior Obligations may be modified, extended, amended, restated, compromised, supplemented, terminated, waived extended or released amended from time to time, and the aggregate amount of the Bank One Senior Obligations may be increased, renewed, replaced or refinanced, all without notice to or consent by the Trustee Second Priority Debt Parties and without affecting the provisions hereof. The lien priorities provided in this Section 2.02 5.01 shall not be altered or otherwise affected by any such amendment, modification, supplement, extension, repayment, reborrowing, increase, replacement, renewal, restatement or refinancing of either the Bank One Senior Obligations or the Second Priority Debt Obligations, the New Indenture, the New Note Security Agreement, the New Note Mortgages, or any portion thereof, nor by any action that Bank One the Senior Secured Parties or the Trustee Second Priority Debt Parties may take or fail to take in respect of the CollateralCollateral in accordance with this Agreement. (c) For purposes of perfecting the Trustee's security interest Second Priority Lien in the Collateral and the proceeds thereof, the parties Subsidiary Guarantors and the Senior Collateral Agents hereby acknowledge that the Borrowers will, at their sole cost and expense, perform any and all acts and execute and file such UCC-1 financing statements statements, patent/trademark/copyright filings and mortgage deeds mortgages or deeds of trust other filings or recordings covering the Collateral, naming one or more Subsidiary Guarantors as debtor, and the Second Priority Collateral as shall be necessary or advisable to in order to grant and make effective the security interest and/or liens Trustee, on behalf of the Trustee Second Priority Debt Parties, as secured party, may be filed in appropriate public offices from time to time. (i) Each of the Second Priority Representatives and to the Collateral. The parties agree each Second Priority Debt Party agrees that all UCC-1 financing statements, mortgage deeds patent/trademark/copyright filings (except as provided in clause (ii) below) or deeds other filings or recordings filed or recorded by or on behalf of trust or similar such documents, filed to make effective and maintain the Trustee's security interests and/or liens in the Collateral Second Priority Debt Parties shall be in form satisfactory to Bank One the Senior Collateral Agents and shall contain the notation substantially a followsfollowing notation: "The interest of the [Secured Party] [Mortgagee] Party in the [collateral] [real property] collateral described herein is junior and subordinate to the interests of Bank One Citicorp North America, Inc., and its successors and assigns, under as collateral agent for certain secured parties, including the lenders from time to time party to that certain [Amended and Restated Bank One Loan and Security Agreement] [Mortgage Deed] (Senior Credit Agreement dated as of June 27, 2001, as amended, supplemented refinanced or otherwise modified replaced from time to time, with Rite Aid Corporation in accordance with the provisions of that certain Collateral Trust and Intercreditor Agreement dated as of June 27, 2001, among Rite Aid Corporation, certain subsidiaries of Rite Aid Corporation, Wilmington Trust Company, as Second Priority Collateral Trustee, Citicorp North America, Inc., as Senior Collateral Agent, and certain other parties, as Second Priority Representatives, as amended from time to time." (ii) with BorrowersIn addition, each of the Second Priority Representatives and each Second Priority Debt Party agrees that all mortgages, deeds of trust, deeds to secure debt and similar instruments (collectively, "mortgages"), if any, hereafter filed against real and/or personal property pursuant to any Secured Document in favor of or for the benefit of the Second Priority Collateral Trustee and/or the Second Priority Debt Parties shall be in form satisfactory to the Senior Collateral Agents and shall contain the following provision: "The lien of this [Mortgage] is junior and subordinate to the lien of any mortgage now or hereafter granted to Citicorp North America, Inc., and its successors and assigns, as collateral agent for certain secured parties, including the lenders from time to time party to that certain Intercreditor Senior Credit Agreement among Bank Onedated as of June 27, N.A.2001, Wells Fargo Bank, National Association, as Trustee, Continental Conxxxxx and Equipment Company and Goodman Conveyor Company (as amended, supplemented replaced or otherwise modxxxxx xrom refinanced from time to time), with Rite Aid Corporation and its successors and assigns, in accordance with the provisions of that certain Collateral Trust and Intercreditor Agreement dated as of June 27, 2001, among Rite Aid Corporation, certain subsidiaries of Rite Aid Corporation, Wilmington Trust Company, as Second Priority Collateral Trustee, Citicorp North America, Inc., as Senior Collateral Agent, and certain other parties, as Second Priority Representatives, as amended from time to time." (d) The Second Priority Representatives, on behalf of themselves and the other Second Priority Debt Parties, hereby agree: (i) to subordinate the Second Priority Collateral Documents to any lease of any Mortgaged Properties to the same extent that the Senior Collateral Documents are or have been subordinated to such lease, but without affecting the relative priority of the Senior Collateral Documents and the Second Priority Collateral Documents, (ii) to grant nondisturbance rights with respect to any lease of any Mortgaged Properties with respect to which the Senior Collateral Agents have granted nondisturbance on substantially the same terms as granted by the Senior Collateral Agents. (iii) that if all or any portion of any Mortgaged Property is a leasehold interest, (A) upon termination of any lease creating such leasehold interest (the "Original Lease"), any right of the Second Priority Collateral Trustee to request a "new lease" pursuant to the terms of the Original Lease shall be junior and subordinate to the right of the Senior Collateral Agents to request such a new lease and the Second Priority Collateral Trustee shall not exercise any such right without the prior written consent of the Senior Collateral Agents, (B) the Second Priority Collateral Trustee shall waive, surrender and give up any right either the Second Priority Collateral Trustee or the Second Priority Debt Parties may have to redeem the premises demised by the Original Lease or to continue the Original Lease for its original term after the lessee thereunder has been dispossessed or ejected therefrom by process of law or otherwise and (C) the Senior Lien and the Second Priority Lien shall remain in force or be reinstated with the same relative priority that existed with respect to the Original Lease, and (iv) that if the holder or grantor of a Second Priority Collateral Document pays or discharges any Liens prior in right to the Lien created by the Senior Collateral Documents with funds provided by the Second Priority Collateral Trustee or any Second Priority Debt Party, neither the Second Priority Collateral Trustee nor any Second Priority Debt Party shall acquire, by subrogation or otherwise, any claim superior or equivalent to the Lien of the Senior Collateral Documents so long as any indebtedness secured by the Senior Collateral Documents remains outstanding. Notwithstanding anything to the contrary in the Senior Mortgages, if any, the Senior Collateral Agents and the Senior Secured Parties hereby consent to the assignment of leases and rents to the Second Priority Collateral Trustee for the Second Priority Secured Parties that shall be contained in the Second Priority Mortgages for the purpose of securing and discharging the performance by the Subsidiary Guarantors party thereto, provided, however, that such assignment shall be subject to the terms of this Agreement. The Senior Collateral Agents and the Senior Secured Parties agree that the terms of each Senior Mortgage, if any, entered into after the Restatement Effective Date and the rights and remedies of the parties thereto shall be subject to this Agreement. The Second Priority Collateral Trustee and the Second Priority Debt Parties agree that the terms of each Second Priority Mortgage, if any, entered into after the Restatement Effective Date and the rights and remedies of the parties thereto shall be subject to this Agreement and subordinated as provided herein. (e) The Second Priority Representatives, on behalf of themselves and the other Second Priority Debt Parties, acknowledge and agree with the Senior Collateral Agents and the Senior Secured Parties that the arrangements described in paragraphs clauses (a), (b), (c) and (cd) above are solely for the purpose of providing the Second Priority Debt Parties with a perfected second priority Lien in the Collateral under the Second Priority Collateral Documents and shall in no way be construed as imposing any duties or other obligations on Bank One other than the Senior Collateral Agents. In furtherance of the foregoing, the Second Priority Representatives and the Second Priority Debt Parties acknowledge and agree with the Senior Secured Parties that, at all times following a Triggering Event until the Senior Obligation Payment Date, the Senior Collateral Agents shall have the right to sell, transfer or otherwise dispose of or deal with, or cause the Subsidiary Guarantors to sell, transfer or otherwise dispose of or deal with, the Collateral as provided in the Senior Collateral Documents without regard to the security interest of the Second Priority Debt Parties therein, or any rights to which the Second Priority Debt Parties would otherwise be entitled as a result of such security interest, the only obligation of the Senior Collateral Agents to the Second Priority Debt Parties in respect thereof being to deliver to the Second Priority Collateral Trustee or the Second Priority Representatives (unless otherwise directed in writing by the Second Priority Collateral Trustee or as by a court of competent jurisdiction may otherwise directjurisdiction) the proceeds, if any, that remain following a any proceeds remaining from such sale, transfer or other disposition of all or any portion of such Collateral after the Collateral by Bank One and the payment and satisfaction in full of any and all Bank One Senior Obligations Obligation Payment Date or, if Bank One the Senior Collateral Agents shall still be in possession of all or any part of the such Collateral after such payment and satisfaction in full, the such Collateral or such part thereof remaining, without representation or warranty on the part of Bank One. At all times until the Bank One Senior Obligations shall have maintaining any proceedings or action to foreclose and enforce Bank One's liens and security interests with respect to any part or all of the Collateral, then the Trustee may file protective pleadings in such proceedings and actions to assert its junior lien and security interests in the Collateral so long as the Trustee does not interfere with or impede such action or proceeding of Bank One. (e) In the event a proceeding under Title 11 of the U.S. Code (the "Bankruptcy Code") or any other Federal, state or foreign bankruptcy, insolvency, receivership or similar law shall be commenced by or against any Borrower, the Trustee shall not file any objection based upon the failure to provide adequate protection for its junior lien and/or security interest to any motion filed in such proceeding seeking: (i) authorization for such Borrower under Section 363 of the Bankruptcy Code (Agents or the analogous provision of such other law) to use cash collateral (as defined therein) to the extent that Bank One has given its consentSenior Secured Parties, (ii) authorization for such Borrower under Section 364 of the Bankruptcy Code (or the analogous provision of such other law) to incur secured indebtedness and priority administration indebtedness to Bank One or an affiliate of Bank One for loans (a "Bank One DIP Loan") that may be made by Bank One or an affiliate of Bank One to such Borrower after the commencement and/or termination of such proceedings, and to secure the repayment and performance of such post-petition indebtedness (and interest thereon and costs and expenses in connection therewith) by granting to Bank One or such affiliate of Bank One a first-priority security interest in and a first-priority lien on any part or all the Collateral, (iii) authorization for such Borrower under Section 364 of the Bankruptcy Code (or the analogous provision of such other law), to grant to Bank One or such affiliate of Bank One a first priority security interest in and a first-priority lien on any part or all the Collateral and (iv) authorization for such Borrower under the Bankruptcy Code to grant Bank One adequate protection, whether in the form of cash payments, accrued interest or otherwise, in connection with the use of cash collateral or in connection with the transactions contemplated by clauses (i) through (iii) hereof; provided, however provided that nothing contained in this Section 2.02(e) sentence shall be construed to give rise to, nor shall the Second Priority Collateral Trustee or Section 2.03 shall prohibit the Trustee from (andSecond Priority Debt Parties have, any claims whatsoever against either Senior Collateral Agent or any Senior Secured Party on account of any act or omission to act in connection with the exercise of any right or remedy of the Senior Collateral Agents with respect to clauses the Collateral that is permitted by the Collateral Documents (other than with respect to any claims that may arise as a result of the failure of the Senior Collateral Agents, after the Senior Obligation Payment Date, to deliver any such remaining Collateral or proceeds to the Second Priority Collateral Trustee or the Second Priority Representatives). The Second Priority Representatives, on behalf of themselves and the other Second Priority Debt Parties, agree that they shall not, and shall not attempt to, exercise any rights with respect to (A) the Senior Lien in the Collateral or (B) the Second Priority Lien in the Collateral, whether pursuant to the Second Priority Collateral Documents or otherwise, until the Senior Obligation Payment Date; provided that nothing in this sentence (or elsewhere in this Agreement) shall preclude (x) and (z) following, Bank One agrees not to object exercise of the rights expressly reserved to the Second Priority Collateral Trustee): (w) offering, obtaining from other sources and/or participating the Second Priority Representatives and the Second Priority Debt Parties in post-petition financing to the Borrower, (x) seeking adequate protection solely in the form of a priority claim under the Bankruptcy Code subordinate to any similar claim now or hereafter held by Bank One or an affiliate of Bank One, provided such priority claim is subject to accordance with the terms of this Agreement, Agreement or (y) objecting to the reasonableness of the terms of any proposed Bank One DIP Loan, or (z) requesting a replacement lien subordinate to any lien now or hereafter held by Bank One or an affiliate of Bank One, provided such replacement lien is subject to the provisions enforcement of this Agreement. (f) In any Bankruptcy Proceeding, until the Senior Obligation Payment Date, the Second Priority Collateral Trustee and the Second Priority Representatives, on behalf of themselves and the other Second Priority Debt Parties, agree not to take any action whatsoever (including, without limitation, voting any claim) in respect of or relating to the Second Priority Debt Obligations, insofar as any such action arises from or relates to the Second Priority Collateral Documents, the Second Priority Lien or relates to the Collateral, in any manner that is inconsistent with or adverse to the rights and priorities of the Senior Secured Parties as set forth herein. (g) In the event that in any Bankruptcy Proceeding, the Second Priority Debt Parties shall not have filed a proof of claim in respect of any Second Priority Debt Obligation by the date ten days prior to the latest date on which such proof of claim may be filed, each of the Senior Collateral Agents are hereby authorized but not obligated, on behalf of any applicable Second Priority Debt Party, to file such proof of claim; provided that any Second Priority Debt Parties shall be entitled to amend, vote or otherwise exercise rights in respect of any such proof of claim so filed by either such Senior Collateral Agent to the same extent as they would be permitted under this Agreement to do so had such proof of claim been filed by them.

Perfection and Priority of Security Interests. (a) Any and all security interests, assignments, pledges, mortgages, deeds of trust, deeds to secure debt and other liens, charges or encumbrances now existing or hereafter created or arising in favor of the Second Priority Collateral Trustee for the benefit of the Second Priority Debt Parties with respect to the Collateral and securing the Second Priority Debt Obligations are expressly junior in priority, operation and effect to any and all security interests, assignments, pledges and other liens, charges or encumbrances now existing or hereafter created or arising in favor of the Trustee in Senior Collateral Agent for the Collateral benefit of the Senior Secured Parties with respect to the New Note Security Agreement Collateral and securing the New Note Mortgages, are expressly junior in priority, operation and effect to any and all security interests, assignments, pledges and other secured claims, liens, charges or encumbrances now existing or hereafter created or arising in favor of Bank One with respect to the security interests and liens in and to the Collateral granted under the Bank One Restated Secured Loan Agreement and MortgagesSenior Obligations, notwithstanding anything to the contrary contained in any agreement or filing to which the Second Priority Collateral Trustee or any Second Priority Debt Party may now or hereafter be a party, and irrespective regardless of the time, order or method of attachment attachment, recording or perfection of any financing statements or other security interests, assignments, pledges pledges, mortgages and other liens, charges or encumbrances or any defect or deficiency or alleged defect or deficiency in any of the foregoing. (b) The TrusteeSecond Priority Representatives, on behalf of itself themselves and the holders other Second Priority Debt Parties, acknowledge that a portion of the New Notes, hereby acknowledges that the Senior Bank One Senior Obligations represent, in part, indebtedness represent debt that is revolving in nature and that the amount thereof that may be outstanding at any time or from time to time may be increased or reduced (even to $0) and subsequently reborrowed, and that the terms of the Senior Bank One Senior Obligations may be modified, extended, amended, restated, compromised, supplemented, terminated, waived extended or released amended from time to time, and the aggregate amount of the Senior Bank One Senior Obligations may be increased, renewed, replaced or refinanced, all subject to the limitations of Section 7.02 hereof but otherwise without notice to or consent by the Trustee Second Priority Debt Parties and without affecting the provisions hereof. The lien priorities provided in this Section 2.02 5.01 shall not be altered or otherwise affected by any such amendment, modification, supplement, extension, repayment, reborrowing, increase, replacement, renewal, restatement or refinancing of either the Senior Bank One Senior Obligations, the New Indenture, other Senior Obligations or the New Note Security Agreement, the New Note MortgagesSecond Priority Debt Obligations, or any portion thereof, nor by any action that Bank One the Senior Secured Parties or the Trustee Second Priority Debt Parties may take or fail to take in respect of the CollateralCollateral in accordance with this Agreement. (c) For purposes of perfecting the Trustee's security interest Second Priority Lien in the Collateral and the proceeds thereof, the parties Subsidiary Guarantors and the Senior Collateral Agent hereby acknowledge that the Borrowers will, at their sole cost and expense, perform any and all acts and execute and file such UCC-1 financing statements statements, patent/trademark/copyright filings and mortgage deeds mortgages or deeds of trust other filings or recordings covering the Collateral, naming one or more Subsidiary Guarantors as debtor, and the Second Priority Collateral as shall be necessary or advisable to in order to grant and make effective the security interest and/or liens Trustee, on behalf of the Trustee Second Priority Debt Parties, as secured party, may be filed in appropriate public offices from time to time. (i) Each of the Second Priority Representatives and to the Collateral. The parties agree each Second Priority Debt Party agrees that all UCC-1 financing statements, mortgage deeds patent/trademark/copyright filings (except as provided in clause (ii) below) or deeds other filings or recordings filed or recorded by or on behalf of trust or similar such documents, filed to make effective and maintain the Trustee's security interests and/or liens in the Collateral Second Priority Debt Parties shall be in form satisfactory to Bank One the Senior Collateral Agent and shall contain the notation substantially a followsfollowing notation: "The interest of the [Secured Party] [Mortgagee] Party in the [collateral] [real property] collateral described herein is junior and subordinate to the interests of Bank One Citicorp USA, Inc., and its successors and assigns, under as collateral agent for certain secured parties, including the lenders from time to time party to that certain [Amended and Restated Bank One Loan and Security Agreement] [Mortgage Deed] (Senior Credit Agreement dated as of June 27, 2001, as amended, supplemented refinanced or otherwise modified replaced from time to time, with Rite Aid Corporation in accordance with the provisions of that certain Collateral Trust and Intercreditor Agreement dated as of June 27, 2001, among Rite Aid Corporation, certain subsidiaries of Rite Aid Corporation, Wilmington Trust Company, as Second Priority Collateral Trustee, Citicorp USA, Inc., as Senior Collateral Agent, and certain other parties, as Second Priority Representatives, as amended from time to time." (ii) with BorrowersIn addition, each of the Second Priority Representatives and each Second Priority Debt Party agrees that all mortgages, deeds of trust, deeds to secure debt and similar instruments (collectively, "mortgages") now or hereafter filed against real and/or personal property pursuant to any Secured Document in favor of or for the benefit of the Second Priority Collateral Trustee and/or the Second Priority Debt Parties shall be in form satisfactory to the Senior Collateral Agent and shall contain the following provision: "The lien of this [Mortgage] is junior and subordinate to the lien of any mortgage now or hereafter granted to Citicorp USA, Inc. and its successors and assigns, as collateral agent for certain secured parties, including the lenders from time to time party to that certain Intercreditor Senior Credit Agreement among Bank Onedated as of June 27, N.A.2001, Wells Fargo Bank, National Association, as Trustee, Continental Conxxxxx and Equipment Company and Goodman Conveyor Company (as amended, supplemented replaced or otherwise modxxxxx xrom refinanced from time to time), with Rite Aid Corporation and its successors and assigns, in accordance with the provisions of that certain Collateral Trust and Intercreditor Agreement dated as of June 27, 2001, among Rite Aid Corporation, certain subsidiaries of Rite Aid Corporation, Wilmington Trust Company, as Second Priority Collateral Trustee, Citicorp USA, Inc., as Senior Collateral Agent, and certain other parties, as Second Priority Representatives, as amended from time to time." (d) The Second Priority Representatives, on behalf of themselves and the other Second Priority Debt Parties, hereby agree: (i) to subordinate the Second Priority Collateral Documents to any lease of any of the Mortgaged Properties to the same extent that the Senior Collateral Documents are or have been subordinated to such lease, but without affecting the relative priority of the Senior Collateral Documents and the Second Priority Collateral Documents, (ii) to grant nondisturbance rights with respect to any lease of any of the Mortgaged Properties with respect to which the Senior Collateral Agent has granted nondisturbance on substantially the same terms as granted by the Senior Collateral Agent, (iii) that if all or any portion of a Mortgaged Property is a leasehold interest, (A) upon termination of any lease creating such leasehold interest (the "Original Lease"), any right of the Second Priority Collateral Trustee to request a "new lease" pursuant to the terms of the Original Lease shall be junior and subordinate to the right of the Senior Collateral Agent to request such a new lease and the Second Priority Collateral Trustee shall not exercise any such right without the prior written consent of the Senior Collateral Agent, (B) the Second Priority Collateral Trustee shall waive, surrender and give up any right either the Second Priority Collateral Trustee or the Second Priority Debt Parties may have to redeem the premises demised by the Original Lease or to continue the Original Lease for its original term after the lessee thereunder has been dispossessed or ejected therefrom by process of law or otherwise and (C) the Senior Lien and the Second Priority Lien shall remain in force or be reinstated with the same relative priority that existed with respect to the Original Lease, and (iv) that if the holder or grantor of a Second Priority Collateral Document pays or discharges any liens prior in right to the lien created by the Senior Collateral Documents with funds provided by the Second Priority Collateral Trustee or any Second Priority Debt Party, neither the Second Priority Collateral Trustee nor any Second Priority Debt Party shall acquire, by subrogation or otherwise, any claim superior or equivalent to the lien of the Senior Collateral Documents so long as any indebtedness secured by the Senior Collateral Documents remains outstanding. Notwithstanding anything to the contrary in the Senior Mortgages, the Senior Collateral Agent and the Senior Secured Parties hereby consent to the assignment of leases and rents to the Second Priority Collateral Trustee for the Second Priority Secured Parties contained in the Second Priority Mortgages for the purpose of securing and discharging the performance by the respective Subsidiary Guarantors party thereto, provided however, that such assignment is subject to the terms of this Agreement. The Senior Collateral Agent and the Senior Secured Parties agree that the terms of each Senior Mortgage and the rights and remedies of the parties thereto are subject to this Agreement. The Second Priority Collateral Trustee and the Second Priority Debt Parties agree that the terms of each Second Priority Mortgage and the rights and remedies of the parties thereto are subject to this Agreement and subordinated as provided herein. (e) The Second Priority Representatives, on behalf of themselves and the other Second Priority Debt Parties, acknowledge and agree with the Senior Collateral Agent and the Senior Secured Parties that the arrangements described in paragraphs clauses (a), (b), (c) and (cd) above are solely for the purpose of providing the Second Priority Debt Parties with a perfected second priority Lien in the Collateral under the Second Priority Collateral Documents and shall in no way be construed as imposing any duties or other obligations on Bank One other than the Senior Collateral Agent. In furtherance of the foregoing, the Second Priority Representatives and the Second Priority Debt Parties acknowledge and agree with the Senior Secured Parties that, at all times following a Triggering Event until the Senior Obligation Payment Date, the Senior Collateral Agent shall have the right to sell, transfer or otherwise dispose of or deal with, or cause the Subsidiary Guarantors to sell, transfer or otherwise dispose of or deal with, the Collateral as provided in the Senior Collateral Documents without regard to the security interest of the Second Priority Debt Parties therein, or any rights to which the Second Priority Debt Parties would otherwise be entitled as a result of such security interest, the only obligation of the Senior Collateral Agent to the Second Priority Debt Parties in respect thereof being to deliver to the Second Priority Collateral Trustee or the Second Priority Representatives (unless otherwise directed in writing by the Second Priority Collateral Trustee or as by a court of competent jurisdiction may otherwise directjurisdiction) the proceeds, if any, that remain following a any proceeds remaining from such sale, transfer or other disposition of all or any portion of such Collateral after the Collateral by Bank One and the payment and satisfaction in full of any and all Bank One Senior Obligations Obligation Payment Date or, if Bank One the Senior Collateral Agent shall still be in possession of all or any part of the such Collateral after such payment and satisfaction in full, the such Collateral or such part thereof remaining, without representation or warranty on the part of Bank One. At all times until the Bank One Senior Obligations shall have maintaining any proceedings or action to foreclose and enforce Bank One's liens and security interests with respect to any part or all of the Collateral, then the Trustee may file protective pleadings in such proceedings and actions to assert its junior lien and security interests in the Collateral so long as the Trustee does not interfere with or impede such action or proceeding of Bank One. (e) In the event a proceeding under Title 11 of the U.S. Code (the "Bankruptcy Code") or any other Federal, state or foreign bankruptcy, insolvency, receivership or similar law shall be commenced by or against any Borrower, the Trustee shall not file any objection based upon the failure to provide adequate protection for its junior lien and/or security interest to any motion filed in such proceeding seeking: (i) authorization for such Borrower under Section 363 of the Bankruptcy Code (Agent or the analogous provision of such other law) to use cash collateral (as defined therein) to the extent that Bank One has given its consentSenior Secured Parties, (ii) authorization for such Borrower under Section 364 of the Bankruptcy Code (or the analogous provision of such other law) to incur secured indebtedness and priority administration indebtedness to Bank One or an affiliate of Bank One for loans (a "Bank One DIP Loan") that may be made by Bank One or an affiliate of Bank One to such Borrower after the commencement and/or termination of such proceedings, and to secure the repayment and performance of such post-petition indebtedness (and interest thereon and costs and expenses in connection therewith) by granting to Bank One or such affiliate of Bank One a first-priority security interest in and a first-priority lien on any part or all the Collateral, (iii) authorization for such Borrower under Section 364 of the Bankruptcy Code (or the analogous provision of such other law), to grant to Bank One or such affiliate of Bank One a first priority security interest in and a first-priority lien on any part or all the Collateral and (iv) authorization for such Borrower under the Bankruptcy Code to grant Bank One adequate protection, whether in the form of cash payments, accrued interest or otherwise, in connection with the use of cash collateral or in connection with the transactions contemplated by clauses (i) through (iii) hereof; provided, however provided that nothing contained in this Section 2.02(e) sentence shall be construed to give rise to, nor shall the Second Priority Collateral Trustee or Section 2.03 shall prohibit the Trustee from (andSecond Priority Debt Parties have, any claims whatsoever against the Senior Collateral Agent or any Senior Secured Party on account of any act or omission to act in connection with the exercise of any right or remedy of the Senior Collateral Agent with respect to clauses the Collateral that is permitted by the Collateral Documents (other than with respect to any claims that may arise as a result of the failure of the Senior Collateral Agent, after the Senior Obligation Payment Date, to deliver any such remaining Collateral or proceeds to the Second Priority Collateral Trustee or the Second Priority Representatives). The Second Priority Representatives, on behalf of themselves and the other Second Priority Debt Parties, agree that they shall not, and shall not attempt to, exercise any rights with respect to (A) the Senior Lien in the Collateral or (B) the Second Priority Lien in the Collateral, whether pursuant to the Second Priority Collateral Documents or otherwise, until the Senior Obligation Payment Date; provided that nothing in this sentence (or elsewhere in the Agreement) shall preclude (x) and (z) following, Bank One agrees not to object exercise of the rights expressly reserved to the Second Priority Collateral Trustee): (w) offering, obtaining from other sources and/or participating the Second Priority Representatives and the Second Priority Debt Parties in post-petition financing to the Borrower, (x) seeking adequate protection solely in the form of a priority claim under the Bankruptcy Code subordinate to any similar claim now or hereafter held by Bank One or an affiliate of Bank One, provided such priority claim is subject to accordance with the terms of this Agreement, Agreement or (y) objecting to the reasonableness of the terms of any proposed Bank One DIP Loan, or (z) requesting a replacement lien subordinate to any lien now or hereafter held by Bank One or an affiliate of Bank One, provided such replacement lien is subject to the provisions enforcement of this Agreement. (f) In any Bankruptcy Proceeding, until the Senior Obligation Payment Date, the Second Priority Collateral Trustee and the Second Priority Representatives, on behalf of themselves and the other Second Priority Debt Parties, agree not to take any action whatsoever (including, without limitation, voting any claim) in respect of or relating to the Second Priority Debt Obligations, insofar as any such action arises from or relates to the Second Priority Collateral Documents, the Second Priority Lien or relates to the Collateral, in any manner that is inconsistent with or adverse to the rights and priorities of the Senior Secured Parties as set forth herein. (g) In the event that in any Bankruptcy Proceeding, the Second Priority Debt Parties shall not have filed a proof of claim in respect of any Second Priority Debt Obligation by the date ten days prior to the latest date on which such proof of claim may be filed, the Senior Collateral Agent is hereby authorized but not obligated, on behalf of any applicable Second Priority Debt Party, to file such proof of claim; provided that any Second Priority Debt Parties shall be entitled to amend, vote or otherwise exercise rights in respect of any such proof of claim so filed by the Senior Collateral Agent to the same extent as they would be permitted under this Agreement to do so had such proof of claim been filed by them.

Perfection and Priority of Security Interests. (a) Any and all security interests, mortgages, assignments, pledges and other liens, charges or encumbrances now existing or hereafter created or arising in favor of the Trustee in the Junior Collateral with respect to the New Note Security Agreement Agent for its benefit and the New Note Mortgages, benefit of any holder of Junior Secured Obligations are expressly junior in priority, operation and effect to any and all security interests, mortgages, assignments, pledges and other secured claims, liens, charges or encumbrances now existing or hereafter created or arising in favor of Bank One with respect to the security interests and liens in and to the Collateral granted under Agent for the Bank One Restated benefit of the Senior Secured Loan Agreement and MortgagesParties, notwithstanding anything to the contrary contained in any agreement or filing to which the Trustee Guarantor, the Borrower or the Junior Collateral Agent may now or hereafter be a party, and irrespective of the time, order or method of attachment or perfection of any mortgages, financing statements or other security interests, assignments, pledges and other liens, charges or encumbrances or any defect or deficiency or alleged defect or deficiency in any of the foregoing. Any assets and properties of the Guarantor or the Borrower or any of their respective subsidiaries now or from time to time hereafter given, granted, assigned or pledged to secure both the Senior Secured Obligations and the Junior Secured Obligations shall be subject to the priority established by this Section 1. (b) The TrusteeAt all times until the Senior Secured Obligations shall have been paid and satisfied in full, on behalf the Collateral Agent shall be entitled to sell, transfer or otherwise dispose of itself and or deal with the holders of Collateral as provided in the New Notes, hereby acknowledges that the Bank One Senior Obligations representSecurity Documents, in part, indebtedness that is revolving in nature and that each case without regard to the amount thereof that may be outstanding at any time or from time to time may be increased or reduced (even to $0) and subsequently reborrowed, and that the terms of the Bank One Senior Obligations may be modified, extended, amended, restated, compromised, supplemented, terminated, waived or released from time to time, and the aggregate amount of the Bank One Senior Obligations may be increased, renewed, replaced or refinanced, all without notice to or consent by the Trustee and without affecting the provisions hereof. The lien priorities provided in this Section 2.02 shall not be altered or otherwise affected by any amendment, modification, supplement, extension, increase, replacement, renewal, restatement or refinancing of either the Bank One Senior Obligations, the New Indenture, the New Note Junior Security Agreement, the New Note MortgagesInterests therein, or any portion thereofrights to which the Junior Secured Parties would otherwise be entitled as a result of such Junior Security Interests, nor by any action that Bank One or the Trustee may take or fail only obligation of the Collateral Agent to take the Junior Secured Parties in respect thereof being to act in a commercially reasonable manner in making any such disposition of the Collateral. (c) For purposes of perfecting the Trustee's security interest in the Collateral and the proceeds thereof, the parties hereby acknowledge that the Borrowers will, at their sole cost and expense, perform any and all acts and execute and file such UCC-1 financing statements and mortgage deeds or deeds of trust covering the Collateral as shall be necessary or advisable to in order to grant and make effective the security interest and/or liens of the Trustee in and deliver to the Collateral. The parties agree that all UCC-1 financing statements, mortgage deeds or deeds of trust or similar such documents, filed to make effective and maintain the Trustee's security interests and/or liens in the Junior Collateral shall be in form satisfactory to Bank One and shall contain the notation substantially a follows: "The interest of the [Secured Party] [Mortgagee] in the [collateral] [real property] described herein is junior and subordinate to the interests of Bank One and its successors and assigns, under that certain [Amended and Restated Bank One Loan and Security Agreement] [Mortgage Deed] Agent (as amended, supplemented or unless otherwise modified from time to time) with Borrowers, pursuant to that certain Intercreditor Agreement among Bank One, N.A., Wells Fargo Bank, National Association, as Trustee, Continental Conxxxxx and Equipment Company and Goodman Conveyor Company (as amended, supplemented or otherwise modxxxxx xrom time to time)." (d) The arrangements described in paragraphs (a), (b) and (c) above shall in no way be construed as imposing any duties or other obligations on Bank One other than to transfer to the Trustee (or as directed by a court of competent jurisdiction may otherwise directjurisdiction) any proceeds remaining from the proceeds, if any, that remain following a sale, transfer or other disposition of all or any portion sale of the Collateral by Bank One and the after such payment and satisfaction in full of any and all Bank One the Senior Secured Obligations or, if Bank One the Collateral Agent shall still be in possession of all or any part of the Collateral after such payment and satisfaction in full, the Collateral or such part thereof remaining, without representation or warranty on the part of Bank One. At all times until the Bank One Senior Obligations shall have maintaining any proceedings or action to foreclose and enforce Bank One's liens and security interests with respect to any part or all of the Collateral, then the Trustee may file protective pleadings in such proceedings and actions to assert its junior lien and security interests in the Collateral so long Agent or the Senior Secured Parties; provided that, except as the Trustee does not interfere with or impede such action or proceeding of Bank One. (e) In the event a proceeding under Title 11 of the U.S. Code (the "Bankruptcy Code") or any other Federalaforesaid, state or foreign bankruptcy, insolvency, receivership or similar law nothing contained in this sentence shall be commenced by or construed to give rise to, nor shall the Junior Secured Parties have, any claims whatsoever against any Borrower, the Trustee shall not file Senior Secured Party on account of any objection based upon the failure act or omission to provide adequate protection for its junior lien and/or security interest to any motion filed in such proceeding seeking: (i) authorization for such Borrower under Section 363 of the Bankruptcy Code (or the analogous provision of such other law) to use cash collateral (as defined therein) to the extent that Bank One has given its consent, (ii) authorization for such Borrower under Section 364 of the Bankruptcy Code (or the analogous provision of such other law) to incur secured indebtedness and priority administration indebtedness to Bank One or an affiliate of Bank One for loans (a "Bank One DIP Loan") that may be made by Bank One or an affiliate of Bank One to such Borrower after the commencement and/or termination of such proceedings, and to secure the repayment and performance of such post-petition indebtedness (and interest thereon and costs and expenses in connection therewith) by granting to Bank One or such affiliate of Bank One a first-priority security interest in and a first-priority lien on any part or all the Collateral, (iii) authorization for such Borrower under Section 364 of the Bankruptcy Code (or the analogous provision of such other law), to grant to Bank One or such affiliate of Bank One a first priority security interest in and a first-priority lien on any part or all the Collateral and (iv) authorization for such Borrower under the Bankruptcy Code to grant Bank One adequate protection, whether in the form of cash payments, accrued interest or otherwise, act in connection with the use exercise of cash collateral any right or in connection with remedy of the transactions contemplated by clauses (i) through (iii) hereof; provided, however that nothing contained in this Section 2.02(e) or Section 2.03 shall prohibit the Trustee from (and, Senior Secured Parties with respect to clauses (xthe Collateral. Except as provided in Section 2(b) below, the Junior Collateral Agent shall not, and (z) followingshall not attempt to, Bank One agrees not to object exercise any rights with respect to the Trustee): (w) offeringJunior Security Interests in the Collateral, obtaining from other sources and/or participating in post-petition financing whether pursuant to the BorrowerJunior Security Documents or otherwise, until such payment and satisfaction in full of the Senior Secured Obligations. (xc) seeking adequate protection solely For the sole purpose of perfecting the Junior Security Interests in items of Collateral in which a security interest can be perfected only by possession, the form Collateral Agent acknowledges that it holds such items of a priority claim under Collateral for itself and the Bankruptcy Code subordinate to any similar claim now or hereafter held by Bank One or an affiliate Senior Secured Parties and as bailee for the Junior Collateral Agent on behalf of Bank Onethe Junior Secured Parties, provided such priority claim is subject to the terms of this Agreement, (y) objecting to the reasonableness of the terms of any proposed Bank One DIP Loan, or (z) requesting a replacement lien subordinate to any lien now or hereafter held by Bank One or an affiliate of Bank One, provided such replacement lien is subject to the provisions of this Agreementand conditions hereof.

Perfection and Priority of Security Interests. (a) Any and all security interests, assignments, pledges and other liens, charges or encumbrances now existing or hereafter created or arising All Junior Liens in favor respect of the Trustee in the any Collateral with respect to the New Note Security Agreement and the New Note Mortgages, are expressly subordinated and made junior in priority, operation and effect to any and all security interests, assignments, pledges and other secured claims, liens, charges or encumbrances now existing or hereafter created or arising the Applicable Senior Liens in favor respect of Bank One with respect to the security interests and liens in and to the Collateral granted under the Bank One Restated Secured Loan Agreement and Mortgagessuch Collateral, notwithstanding anything to the contrary contained in this Agreement, any Other Security Document or any other agreement or filing to which the Trustee may now or hereafter be a partycontrary, and irrespective of the time, order or method of attachment or perfection of any financing statements or other security interests, assignments, pledges such Junior Liens and other liens, charges or encumbrances the Applicable Senior Liens or any defect or deficiency or alleged defect or deficiency in any of the foregoing. (b) The Trustee, on behalf of itself and the holders Each Secured Party holding Obligations secured by a Junior Lien acknowledges that a portion of the New Notes, hereby acknowledges that the Bank One Applicable Senior Obligations represent, in part, indebtedness consists of Indebtedness that is revolving in nature and that the amount thereof that may be outstanding at any time or from time to time may be increased or reduced (even to $0) and subsequently reborrowed, and that the terms of the Bank One Applicable Senior Obligations may be modified, extended, amended, restated, compromised, supplemented, terminated, waived extended or released amended from time to time, and the aggregate amount of the Bank One Applicable Senior Obligations may be increased, renewed, replaced or refinanced, all without notice to or consent by the Trustee such Secured Party and without affecting the provisions hereof. The lien priorities provided for herein and in this Section 2.02 the Other Security Documents shall not be altered or otherwise affected by any amendment, modification, supplement, extension, increase, replacement, renewal, restatement or refinancing of either the Bank One Obligations secured by any Junior Lien or the Applicable Senior Obligations, the New Indenture, the New Note Security Agreement, the New Note Mortgages, or any portion thereof, nor by any action that Bank One the Collateral Agent or the Trustee Secured Parties holding any of such Obligations may take or fail to take in respect of the any Collateral. (c) For purposes of perfecting the Trustee's security interest in Each Secured Party holding Obligations secured by a Junior Lien acknowledges and agrees that the Collateral Agent and the proceeds thereof, the parties hereby acknowledge that the Borrowers will, at their sole cost and expense, perform any and all acts and execute and file such UCC-1 financing statements and mortgage deeds or deeds of trust covering the Collateral as shall be necessary or advisable to in order to grant and make effective the security interest and/or liens holders of the Trustee in and to the Collateral. The parties agree that all UCC-1 financing statements, mortgage deeds or deeds of trust or similar such documents, filed to make effective and maintain the Trustee's security interests and/or liens in the Collateral Applicable Senior Obligations shall be in form satisfactory to Bank One and shall contain the notation substantially a follows: "The interest of the [Secured Party] [Mortgagee] in the [collateral] [real property] described herein is junior and subordinate to the interests of Bank One and its successors and assigns, under that certain [Amended and Restated Bank One Loan and Security Agreement] [Mortgage Deed] (as amended, supplemented or otherwise modified from time to time) with Borrowers, pursuant to that certain Intercreditor Agreement among Bank One, N.A., Wells Fargo Bank, National Association, as Trustee, Continental Conxxxxx and Equipment Company and Goodman Conveyor Company (as amended, supplemented or otherwise modxxxxx xrom time to time)." (d) The arrangements described in paragraphs (a), (b) and (c) above shall in have no way be construed as imposing any duties or other obligations on Bank One to such Secured Party with respect to the Collateral subject to such Junior Lien other than to transfer to the Trustee (or as a court holders of competent jurisdiction may otherwise direct) the Obligations secured by such Junior Lien the proceeds, if any, that remain following a any sale, transfer or other disposition of all or any portion of the such Collateral by Bank One and the payment and satisfaction in full of any the Applicable Senior Obligations. In furtherance of the foregoing, each Secured Party holding Obligations secured by a Junior Lien acknowledges and all Bank One agrees that until the Applicable Senior Obligations or, if Bank One shall still be in possession of all or any part of the Collateral after such payment have been paid and satisfaction satisfied in full, the Collateral Agent shall be entitled, for the benefit of the holders of the Applicable Senior Obligations, to sell, transfer or otherwise dispose of or deal with the Collateral subject to such part thereof remainingJunior Lien as provided herein and in the Other Security Documents without regard to such Junior Lien or any rights to which the holders of the Obligations secured thereby would otherwise be entitled as a result of such Junior Lien, without representation the only obligation of the Collateral Agent and the holders of the Applicable Senior Obligations to the holders of the Obligations secured by such Junior Lien being to deliver any proceeds remaining from such sale, transfer or warranty on other disposition of the part applicable Collateral after the payment and satisfaction in full of Bank Onethe Applicable Senior Obligations. At all times Each Secured Party holding Obligations secured by a Junior Lien agrees that it will not, and will not attempt to, exercise or instruct the Collateral Agent to exercise any rights that it may have as a result of such Junior Lien until the Bank One Senior Obligations shall have maintaining any proceedings or action to foreclose payment and enforce Bank One's liens and security interests with respect to any part or all satisfaction in full of the Collateral, then the Trustee may file protective pleadings in such proceedings and actions to assert its junior lien and security interests in the Collateral so long as the Trustee does not interfere with or impede such action or proceeding of Bank OneSenior Obligations. (e) In the event a proceeding under Title 11 of the U.S. Code (the "Bankruptcy Code") or any other Federal, state or foreign bankruptcy, insolvency, receivership or similar law shall be commenced by or against any Borrower, the Trustee shall not file any objection based upon the failure to provide adequate protection for its junior lien and/or security interest to any motion filed in such proceeding seeking: (i) authorization for such Borrower under Section 363 of the Bankruptcy Code (or the analogous provision of such other law) to use cash collateral (as defined therein) to the extent that Bank One has given its consent, (ii) authorization for such Borrower under Section 364 of the Bankruptcy Code (or the analogous provision of such other law) to incur secured indebtedness and priority administration indebtedness to Bank One or an affiliate of Bank One for loans (a "Bank One DIP Loan") that may be made by Bank One or an affiliate of Bank One to such Borrower after the commencement and/or termination of such proceedings, and to secure the repayment and performance of such post-petition indebtedness (and interest thereon and costs and expenses in connection therewith) by granting to Bank One or such affiliate of Bank One a first-priority security interest in and a first-priority lien on any part or all the Collateral, (iii) authorization for such Borrower under Section 364 of the Bankruptcy Code (or the analogous provision of such other law), to grant to Bank One or such affiliate of Bank One a first priority security interest in and a first-priority lien on any part or all the Collateral and (iv) authorization for such Borrower under the Bankruptcy Code to grant Bank One adequate protection, whether in the form of cash payments, accrued interest or otherwise, in connection with the use of cash collateral or in connection with the transactions contemplated by clauses (i) through (iii) hereof; provided, however that nothing contained in this Section 2.02(e) or Section 2.03 shall prohibit the Trustee from (and, with respect to clauses (x) and (z) following, Bank One agrees not to object to the Trustee): (w) offering, obtaining from other sources and/or participating in post-petition financing to the Borrower, (x) seeking adequate protection solely in the form of a priority claim under the Bankruptcy Code subordinate to any similar claim now or hereafter held by Bank One or an affiliate of Bank One, provided such priority claim is subject to the terms of this Agreement, (y) objecting to the reasonableness of the terms of any proposed Bank One DIP Loan, or (z) requesting a replacement lien subordinate to any lien now or hereafter held by Bank One or an affiliate of Bank One, provided such replacement lien is subject to the provisions of this Agreement.

Perfection and Priority of Security Interests. (a) Any and all security interests, assignments, pledges and other liens, charges or encumbrances now existing or hereafter created or arising in favor of the Trustee in the Collateral Junior Secured Parties with respect to the New Note Security Agreement and the New Note Mortgages, Collateral are expressly junior in priority, operation and effect to any and all security interests, assignments, pledges and other secured claims, liens, charges or encumbrances now existing or hereafter created or arising in favor of Bank One the Agent for the benefit of the Senior Secured Parties with respect to the security interests and liens in and to the Collateral granted under the Bank One Restated Secured Loan Agreement and MortgagesCollateral, notwithstanding anything to the contrary contained in any agreement or filing to which the Trustee or any Junior Secured Party may now or hereafter be a party, and irrespective of the time, order or method of attachment or perfection of any financing statements or other security interests, assignments, pledges and other liens, charges or encumbrances or any defect or deficiency or alleged defect or deficiency in any of the foregoing. (b) The Trustee, on behalf of itself and the holders of the New Notesother Junior Secured Parties, hereby acknowledges that the Bank One Senior Obligations represent, in part, represent indebtedness that is revolving in nature and that the amount thereof that may be outstanding at any time or from time to time may be increased or reduced (even to $0) and subsequently reborrowed, and that the terms of the Bank One Senior Obligations may be modified, extended, amended, restated, compromised, supplemented, terminated, waived extended or released amended from time to time, and the aggregate amount of the Bank One Senior Obligations may be increased, renewed, replaced or refinanced, all without notice to or consent by the Trustee Junior Secured Parties and without affecting the provisions hereof; provided that no such modification, extension or amendment shall be effective for purposes of this Agreement if it increases the principal amount of the loans outstanding under the Credit Agreement to an amount in excess of $25,000,000. The lien priorities provided in this Section 2.02 1 shall not be altered or otherwise affected by any amendment, modification, supplement, extension, increase, replacement, renewal, restatement or refinancing of either the Bank One Senior Obligations or the Junior Obligations, the New Indenture, the New Note Security Agreement, the New Note Mortgages, or any portion thereof, nor by any action that Bank One the Senior Secured Parties or the Trustee Junior Secured Parties may take or fail to take in respect of the Collateral. (c) For purposes of perfecting the Trustee's security interest Junior Security Interest in the Collateral and the proceeds thereof, the parties Grantors and the Agent hereby acknowledge that the Borrowers will, at their sole cost and expense, perform any and all acts and execute and Company will file such UCC-1 financing statements and mortgage deeds or deeds of trust covering the Collateral as it shall be necessary deem appropriate, naming the Borrower (or advisable to in order to grant one or more Subsidiary Guarantors) as debtor, and make effective the security interest and/or liens Trustee, on behalf of the Junior Secured Parties, as secured party. Each of the Trustee in and to the Collateral. The parties agree Junior Secured Parties agrees that all UCC-1 financing statements, mortgage deeds Financing Statements filed by or deeds on behalf of trust or similar such documents, filed to make effective and maintain the Trustee's security interests and/or liens in the Collateral Junior Secured Parties shall be in form satisfactory to Bank One the Agent and shall contain the notation substantially a followsfollowing notation: "The interest of the [Secured Party] [Mortgagee] Party in the [collateral] [real property] collateral described herein is junior and subordinate to the interests of The Chase Manhattan Bank One and its successors and assigns, under as agent, and the Lenders party to that certain [Amended and Restated Bank One Loan and Security Agreement] [Mortgage Deed] (Credit Agreement dated as amendedof December 11, supplemented or otherwise modified 1997, as amended from time to time) , with BorrowersRBX Corporation, pursuant to that certain Intercreditor Agreement among Bank Onedated as of December 11, N.A., Wells Fargo Bank, National Association1997, as Trustee, Continental Conxxxxx and Equipment Company and Goodman Conveyor Company (as amended, supplemented or otherwise modxxxxx xrom amended from time to time)." (d) It is acknowledged that (i) pursuant to the Lockbox Assignment Agreement, the Grantors have granted to the Trustee for the benefit of the Junior Secured Parties a second-priority security interest in the Lockbox Accounts and (ii) the Lockbox Accounts are maintained with the Lockbox Bank under the dominion and control of the Agent in accordance with the terms of the Lockbox Assignment Agreement, which grants to the Agent for the benefit of the Senior Secured Parties a first-priority security interest in the Lockbox Accounts. Notwithstanding anything to the contrary in this Agreement, under no circumstances shall the Agent have, or be deemed to have, any fiduciary duty or any other duty (other than as expressly set forth in paragraph (e) below) to any Junior Secured Party or the Trustee with respect to actions it takes or is permitted to take hereunder with respect to the Lockbox Accounts. (e) The Trustee, on behalf of itself and the other Junior Secured Parties, acknowledges and agrees with the Senior Secured Parties that the arrangements described in paragraphs (a), (b), (c) and (cd) above are solely for the purpose of providing the Junior Secured Parties with a perfected Junior Security Interest in the Collateral and shall in no way be construed as imposing any duties or other obligations on Bank One the Agent other than to transfer to the Trustee Junior Secured Parties (or as a court of competent jurisdiction may otherwise direct) the proceeds, if any, that remain following a sale, transfer or other disposition of all or any portion of the Collateral by Bank One the Agent on behalf of the Senior Secured Parties and the payment and satisfaction in full of any and all Bank One Senior Obligations or, if Bank One the Agent shall still be in possession of all or any part of the Collateral after such payment and satisfaction in full, the Collateral or such part thereof remaining, without representation or warranty on the part of Bank Onethe Agent or the Senior Secured Parties. At In furtherance of the foregoing, the Junior Secured Parties acknowledge and agree with the Senior Secured Parties that, at all times until the Bank One Senior Obligations shall have maintaining been paid and satisfied in full, the Agent shall be entitled to (i) maintain control over the Lockbox Accounts in accordance with the Lockbox Assignment Agreement and (ii) sell, transfer or otherwise dispose of or deal with the Collateral as provided in the Senior Security Documents without regard to the security interest of the Junior Secured Parties therein, or any proceedings rights to which the Junior Secured Parties would otherwise be entitled as a result of such security interest, the only obligation of the Agent to the Junior Secured Parties in respect thereof being to promptly deliver to the Trustee (unless otherwise directed in writing by the Trustee or action by a court of competent jurisdiction) any proceeds remaining from such sale, transfer or other disposition of the Collateral after such payment and satisfaction in full of the Senior Obligations or, if the Agent shall still be in possession of all or any part of the Collateral after such payment and satisfaction in full, the Collateral or such part thereof remaining, without representation or warranty on the part of the Agent or the Senior Secured Parties, provided that nothing contained in this sentence shall be construed to foreclose and enforce Bank One's liens and security interests give rise to, nor shall the Trustee or the Junior Secured Parties have, any claims whatsoever against the Agent or any Senior Secured Party on account of any act or omission to act in connection with the exercise of any right or remedy of the Agent with respect to the Collateral (other than with respect to any part claims that may arise as a result of the failure of the Agent, after the payment and satisfaction in full of the Senior Obligations, to deliver any remaining Collateral or all proceeds to the Trustee or the Junior Secured Parties). The Trustee, on behalf of itself and the other Junior Secured Parties, agrees that, without the prior written consent of the Agent, it shall not, and shall not attempt to, exercise any rights of enforcement with respect to (A) the Senior Security Interest in the Collateral or (B) the Junior Security Interest in the Collateral, then whether pursuant to the Trustee may file protective pleadings Junior Security Documents or otherwise, until the payment and satisfaction in such proceedings and actions to assert its junior lien and security interests in full of the Collateral so long as the Trustee does not interfere with or impede such action or proceeding of Bank OneSenior Obligations. (ef) In The Trustee, on behalf of itself and the other Junior Secured Parties, agrees that in the event a proceeding under Title 11 of the U.S. Code (the "Bankruptcy Code") or any other Federal, state or foreign bankruptcy, insolvency, receivership or similar law shall be commenced by or against any BorrowerGrantor, the Trustee or such Junior Secured Party shall not file any objection based upon or in any other manner attempt to prevent the failure to provide adequate protection for its junior lien and/or security interest to any motion filed in court conducting such proceeding seeking: from (and shall be deemed to have consented to such proceeding) (i) authorization for authorizing such Borrower under Section 363 of the Bankruptcy Code (or the analogous provision of such other law) to use cash collateral (as defined therein) to the extent that Bank One has given its consent, (ii) authorization for such Borrower Grantor under Section 364 of the Bankruptcy Code (or the analogous provision of such other law) to incur secured indebtedness and priority administration indebtedness to Bank One the Senior Secured Parties (or an affiliate any of Bank One them) for loans (a "Bank One DIP Loan") that may be made by Bank One the Senior Secured Parties (or an affiliate any of Bank One them) to such Borrower Grantor after the commencement and/or termination of such proceedingsproceedings (but only to the extent that the principal amount of the commitments to provide such post-petition secured indebtedness, when aggregated with the principal amount of the Loans outstanding under the Credit Agreement immediately prior to the commencement of such proceeding, would not exceed $25,000,000), and to secure the repayment and performance of such post-petition indebtedness (and interest thereon and costs and expenses in connection therewith) by granting to Bank One the Senior Secured Parties (or such affiliate any of Bank One them) a first-priority security interest in and a first-priority lien on any part or all the Collateral, (iiiii) authorization for such Borrower under pursuant to Section 364 363 of the Bankruptcy Code (or the analogous provision of such other law), to grant to Bank One granting the Senior Secured Parties (or such affiliate any of Bank One them) a first first-priority security interest in and a first-priority lien on any part or all the Collateral and Collateral, (iviii) authorization for authorizing such Borrower Grantor under the Bankruptcy Code to grant Bank One the Senior Secured Parties (or any of them) adequate protection, whether in the form of cash payments, accrued interest or otherwise, in connection with the use of cash collateral or in connection with the transactions contemplated by clauses (i) through and (iiiii) hereof; provided, however that nothing contained in this Section 2.02(e) or Section 2.03 shall prohibit the Trustee from (and, with respect to clauses (x) and (z) following, Bank One agrees not to object to the Trustee): (w) offering, obtaining from other sources and/or participating in post-petition financing to the Borrower, (x) seeking adequate protection solely in the form of a priority claim under the Bankruptcy Code subordinate to any similar claim now or hereafter held by Bank One or an affiliate of Bank One, provided such priority claim is subject to the terms of this Agreement, (y) objecting to the reasonableness of the terms of any proposed Bank One DIP Loan, or (z) requesting a replacement lien subordinate to any lien now or hereafter held by Bank One or an affiliate of Bank One, provided such replacement lien is subject to the provisions of this Agreement.

Perfection and Priority of Security Interests. (a) Any and all security interests, assignments, pledges and other liens, charges or encumbrances now existing or hereafter created or arising All Junior Liens in favor respect of the Trustee in the any Collateral with respect to the New Note Security Agreement and the New Note Mortgages, are expressly subordinated and made junior in priority, operation and effect to any and all security interests, assignments, pledges and other secured claims, liens, charges or encumbrances now existing or hereafter created or arising the Applicable Senior Liens in favor respect of Bank One with respect to the security interests and liens in and to the Collateral granted under the Bank One Restated Secured Loan Agreement and Mortgagessuch Collateral, notwithstanding anything to the contrary contained in this Agreement, any Other Security Document or any other agreement or filing to which the Trustee may now or hereafter be a partycontrary, and irrespective of the time, order or method of attachment or perfection of any financing statements or other security interests, assignments, pledges such Junior Liens and other liens, charges or encumbrances the Applicable Senior Liens or any defect or deficiency or alleged defect or deficiency in any of the foregoing. (b) The Trustee, on behalf of itself and the holders Each Secured Party holding Obligations secured by a Junior Lien acknowledges that a portion of the New Notes, hereby acknowledges that the Bank One Applicable Senior Obligations represent, in part, indebtedness consists of Indebtedness that is revolving in nature and that the amount thereof that may be outstanding at any time or from time to time may be increased or reduced (even to $0) and subsequently reborrowed, and that the terms of the Bank One Applicable Senior Obligations may be modified, extended, amended, restated, compromised, supplemented, terminated, waived extended or released amended from time to time, and the aggregate amount of the Bank One Applicable Senior Obligations may be increased, renewed, replaced or refinanced, all without notice to or consent by the Trustee such Secured Party and without affecting the provisions hereof. The lien priorities provided for herein and in this Section 2.02 the Other Security Documents shall not be altered or otherwise affected by any amendment, modification, supplement, extension, increase, replacement, renewal, restatement or refinancing of either the Bank One Obligations secured by any Junior Lien or the Applicable Senior Obligations, the New Indenture, the New Note Security Agreement, the New Note Mortgages, or any portion thereof, nor by any action that Bank One the Collateral Agent or the Trustee Secured Parties holding any of such Obligations may take or fail to take in respect of the any Collateral. (c) For purposes of perfecting the Trustee's security interest in Each Secured Party holding Obligations secured by a Junior Lien acknowledges and agrees that the Collateral Agent and the proceeds thereof, the parties hereby acknowledge that the Borrowers will, at their sole cost and expense, perform any and all acts and execute and file such UCC-1 financing statements and mortgage deeds or deeds of trust covering the Collateral as shall be necessary or advisable to in order to grant and make effective the security interest and/or liens holders of the Trustee in and to the Collateral. The parties agree that all UCC-1 financing statements, mortgage deeds or deeds of trust or similar such documents, filed to make effective and maintain the Trustee's security interests and/or liens in the Collateral Applicable Senior Obligations shall be in form satisfactory to Bank One and shall contain the notation substantially a follows: "The interest of the [Secured Party] [Mortgagee] in the [collateral] [real property] described herein is junior and subordinate to the interests of Bank One and its successors and assigns, under that certain [Amended and Restated Bank One Loan and Security Agreement] [Mortgage Deed] (as amended, supplemented or otherwise modified from time to time) with Borrowers, pursuant to that certain Intercreditor Agreement among Bank One, N.A., Wells Fargo Bank, National Association, as Trustee, Continental Conxxxxx and Equipment Company and Goodman Conveyor Company (as amended, supplemented or otherwise modxxxxx xrom time to time)." (d) The arrangements described in paragraphs (a), (b) and (c) above shall in have no way be construed as imposing any duties or other obligations on Bank One to such Secured Party with respect to the Collateral subject to such Junior Lien other than to transfer to the Trustee (or as a court holders of competent jurisdiction may otherwise direct) the Obligations secured by such Junior Lien the proceeds, if any, that remain following a any sale, transfer or other disposition of all or any portion of the such Collateral by Bank One and the payment and satisfaction in full of any all the Applicable Senior Obligations. In furtherance of the foregoing, each Secured Party holding Obligations secured by a Junior Lien acknowledges and all Bank One agrees that until the Applicable Senior Obligations or, if Bank One shall still be in possession of all or any part of the Collateral after such payment have been paid and satisfaction satisfied in full, the Collateral Agent shall be entitled, for the benefit of the holders of the Applicable Senior Obligations, to sell, transfer or otherwise dispose of or deal with the Collateral subject to such part thereof remainingJunior Lien as provided herein and in the Other Security Documents without regard to such Junior Lien or any rights to which the holders of the Obligations secured thereby would otherwise be entitled as a result of such Junior Lien, without representation the only obligation of the Collateral Agent and the holders of the Applicable Senior Obligations to the holders of the Obligations secured by such Junior Lien being to deliver any proceeds remaining from such sale, transfer or warranty on other disposition of the part applicable Collateral after the payment and satisfaction in full of Bank Oneall the Applicable Senior Obligations. At all times Each Secured Party holding Obligations secured by a Junior Lien agrees that it will not, and will not attempt to, exercise or instruct the Collateral Agent to exercise any rights that it may have as a result of such Junior Lien until the Bank One payment and satisfaction in full of all the Applicable Senior Obligations. Notwithstanding anything in this paragraph to the contrary, any holder of Applicable Senior Obligations shall have maintaining any proceedings or action to foreclose and enforce Bank One's liens and security interests with respect to any part or all Junior Lien shall be entitled to transfer proceeds of Collateral subject to such Junior Lien to any other holder of Applicable Senior Obligations to the extent it is required to do so under the terms of this Agreement, and shall, to the extent of such transfer, be deemed to have satisfied its obligations to the holders of the Collateral, then the Trustee may file protective pleadings in Obligations secured by such proceedings and actions to assert its junior lien and security interests in the Collateral so long as the Trustee does not interfere with or impede such action or proceeding of Bank OneJunior Lien under this paragraph. (ed) In the event a proceeding under Title 11 of the U.S. Bankruptcy Code (the "Bankruptcy Code") or any other Federal, state or foreign bankruptcy, insolvency, receivership or similar law shall be commenced by or against any BorrowerGrantor that shall have granted a Junior Lien, until the Trustee Applicable Senior Obligations shall not file any objection based upon have been paid and satisfied in full, each Secured Party holding Obligations secured by such Junior Lien hereby authorizes and empowers (without imposing an obligation on) the failure to provide adequate protection for its junior lien and/or security interest to any motion filed in such proceeding seeking: (i) authorization for such Borrower under Section 363 holders of the Bankruptcy Code (Applicable Senior Obligations or the analogous provision Collateral Agent or any Administrative Agent acting on their behalf to vote such Secured Party's share of the Obligations secured by such other law) Junior Lien, insofar as any such voting right arises from or relates to use cash collateral (as defined therein) such Junior Lien or to the extent that Bank One has given its consent, (ii) authorization for such Borrower under Section 364 of the Bankruptcy Code (or the analogous provision of such other law) to incur secured indebtedness and priority administration indebtedness to Bank One or an affiliate of Bank One for loans (a "Bank One DIP Loan") that may be made by Bank One or an affiliate of Bank One to such Borrower after the commencement and/or termination of such proceedings, and to secure the repayment and performance of such post-petition indebtedness (and interest thereon and costs and expenses in connection therewith) by granting to Bank One or such affiliate of Bank One a first-priority security interest in and a first-priority lien on any part or all the Collateral, (iii) authorization for such Borrower under Section 364 of the Bankruptcy Code (or the analogous provision of such other law), to grant to Bank One or such affiliate of Bank One a first priority security interest in and a first-priority lien on any part or all the Collateral and (iv) authorization for such Borrower under the Bankruptcy Code to grant Bank One adequate protection, whether in the form of cash payments, accrued interest or otherwisesubject thereto, in connection with the use any resolution, arrangement, plan of cash collateral reorganization, compromise or in connection with the transactions contemplated by clauses (i) through (iii) hereof; provided, however that nothing contained in this Section 2.02(e) or Section 2.03 shall prohibit the Trustee from (and, with respect settlement relating to clauses (x) and (z) following, Bank One agrees not to object to the Trustee): (w) offering, obtaining from other sources and/or participating in post-petition financing to the Borrower, (x) seeking adequate protection solely in the form of a priority claim under the Bankruptcy Code subordinate to any similar claim now or hereafter held by Bank One or an affiliate of Bank One, provided such priority claim is subject to the terms of this Agreement, (y) objecting to the reasonableness of the terms of any proposed Bank One DIP Loan, or (z) requesting a replacement lien subordinate to any lien now or hereafter held by Bank One or an affiliate of Bank One, provided such replacement lien is subject to the provisions of this AgreementCollateral.