Common use of Priority of Liens Clause in Contracts

Priority of Liens. So long as any of the Senior Lien Obligations are outstanding, the liens on the Collateral securing the Junior Lien Obligations shall be junior and subordinated in all respects to the liens on the Collateral securing the Senior Lien Obligations. Each of the Senior Lien Agent and the Junior Lien Agent shall not contest the priority, validity or enforceability of any lien held by or on behalf of the Senior Lien Agent or by or on behalf of Junior Lien Agent, as the case may be. So long as any of the Senior Lien Obligations are outstanding, except as otherwise specified herein (i) during the Standstill Period (as defined below), the Senior Lien Agent and the other Senior Lien Secured Parties shall have the exclusive right to enforce rights and exercise remedies (including setoff) with respect to the Collateral (or to forbear from any such enforcement or exercise) and to commence actions or proceedings with respect to such rights and remedies, in each case without consultation with or consent of the Junior Lien Agent or any other Junior Lien Secured Party, (ii) the Junior Lien Agent and the other Junior Lien Secured Parties shall not object to or hinder the ability of the Senior Lien Agent and the other Senior Lien Secured Parties to exercise any such rights or remedies with respect to the Collateral and shall not exercise or seek to exercise any such rights or remedies with respect to any of the Collateral and shall not institute any action or proceeding with respect to such rights or remedies and (iii) the Junior Lien Agent and each other Junior Lien Secured Party shall not take or receive any Collateral or any proceeds of Collateral in connection with the exercise of any right or remedy (including setoff) with respect to any Collateral (and any such Collateral or proceeds thereof so taken or received shall be segregated and held in trust for the Senior Lien Secured Parties as described below under “Turnover of Proceeds”).

Priority of Liens. So long as any The Trustee, on behalf of itself and the Noteholders, hereby agrees that, regardless of the Senior Lien Obligations are outstandingrelative times of attachment or perfection thereof or the order of filing of financing statements, mortgages or other documents or any provision of the Uniform Commercial Code or any other applicable law to the contrary, the liens on Liens granted in favor of the Collateral securing Trustee pursuant to the Junior Lien Obligations Indenture Security Documents, insofar as covering the Shared Collateral, Intercreditor Agreement ----------------------- shall in all respects be junior and subordinated in all respects subordinate to the liens on the Collateral securing the Senior Lien Obligations. Each of the Senior Lien Agent and the Junior Lien Agent shall not contest the priority, validity Liens granted or enforceability of any lien held by or on behalf of the Senior Lien Agent or by or on behalf of Junior Lien Agent, as the case may be. So long as any of the Senior Lien Obligations are outstanding, except as otherwise specified herein (i) during the Standstill Period (as defined below), the Senior Lien Agent and the other Senior Lien Secured Parties shall have the exclusive right to enforce rights and exercise remedies (including setoff) with respect be granted to the Collateral (or to forbear from any such enforcement or exercise) and to commence actions or proceedings with respect to such rights and remediesAgent as security for the Working Capital Facility Secured Obligations, in each case without consultation with or consent to the extent that such Liens in favor of the Junior Lien Agent are valid, perfected and enforceable under the Uniform Commercial Code and all other applicable law. The Trustee further agrees, on behalf of itself and the Noteholders, that it shall not (and hereby waives any right to) take any action to contest or challenge the validity, priority, enforceability or perfection of the Liens of the Agent on the Shared Collateral. The Agent, on behalf of itself and the Working Capital Facility Lenders, hereby confirms that, except for the Shared Collateral, none of the assets of the Credit Parties or any other Junior Lien of their Subsidiaries constitutes collateral security for any of the Working Capital Facility Secured PartyObligations, (ii) and that none of the Junior Lien Agent Specified Subsidiaries is or shall be or become obligated, directly or indirectly, in respect of any of the Working Capital Facility Secured Obligations. Except as expressly set forth in this Agreement, each of the Trustee and the other Junior Lien Secured Parties Agent shall not object to have any and all rights it may have as a creditor under applicable bankruptcy or hinder insolvency law, including the ability of the Senior Lien Agent and the other Senior Lien Secured Parties rights to exercise any such all rights and remedies in foreclosure or remedies with respect to the Collateral and shall not exercise or seek to exercise any such rights or remedies otherwise with respect to any of the Shared Collateral, provided that any such exercise by the Trustee, and any sale of the Shared Collateral by the Trustee, shall be subject to the Liens of the Agent on the Shared Collateral, and shall not institute any action to the provisions of this Agreement, including paragraph (c) or proceeding Article III hereof. In exercising rights and remedies with respect to the Shared Collateral, the Agent and the Working Capital Facility Lenders may enforce the provisions of, and exercise remedies under, the Working Capital Facility Agreement and Working Capital Facility Security Documents, and the Trustee may enforce the provisions of and exercise remedies under the Indenture and the Indenture Security Documents, in each case in such order and in such manner as the respective party enforcing such rights or exercising such remedies and may determine in its sole discretion. In the event of any sale, transfer, swap or other disposition of any Shared Collateral constituting Equity Interests in any Credit Party (iiiother than the Issuer) the Junior Lien Agent and each other Junior Lien Secured Party shall not take or receive any Collateral or any proceeds of Collateral in connection with upon the exercise of any right or remedy remedies by the Agent under the Working Capital Facility Security Documents, the Trustee agrees, upon written request of the Agent (including setoff) with respect which request shall include a certification to any Collateral (the effect that the conditions set forth in this sentence shall have been satisfied), to release such Credit Party and any Subsidiaries of such Collateral Credit Party from their respective obligations under the Indenture, the Note Guarantee and the Indenture Security Documents so long as (i) such sale, transfer, swap or proceeds thereof so taken other disposition is to a party other than an Affiliate of the Agent or received shall be segregated any Working Capital Facility Lender and held (ii) the Agent and the Working Capital Facility Lenders are concurrently releasing such Credit Party and its Subsidiaries from their respective obligations under and in trust for respect of the Senior Lien Secured Parties as described below under “Turnover of Proceeds”).Working Capital Facility Agreement and the Working Capital Facility Security Documents. Intercreditor Agreement -----------------------

Priority of Liens. So long as any Notwithstanding the date, manner or order in which liens or security interests securing the Junior Debt or the Senior Debt are granted or perfected, unless and until the Senior Debt is paid in full in cash, the liens and security interests now or hereafter securing payment of the Senior Lien Obligations are outstandingDebt shall always and under all circumstances have priority over the liens and security interests now or hereafter securing payment of the Junior Debt. Should there by any liquidation of Owner, Borrower, Guarantor or any of Owner’s, Borrower’s or Guarantor’s assets, a foreclosure of any of Owner’s or Borrower’s assets, a bankruptcy proceeding of the Owner, Borrower or Guarantor (either voluntary or involuntary), the liens on payment of any insurance claim upon the loss or damage of any property of the Borrower or any other disposition (all of the foregoing referred to collectively as a “Disposition”) of all or any part of the collateral encumbered by Senior Loan Documents, Senior Deed of Trust or Junior Loan Documents, then Lender shall receive all of the proceeds of any Disposition to the full extent of any indebtedness and other amounts owed at such time by Borrower to Lender under the Senior Loan, and shall apply such proceeds (to the extent the same are not made available to Owner or Borrower, at Lender’s sole option, for use in repairing or replacing such Collateral) to the Senior Loan. If there are proceeds of insurance/eminent domain remaining after full repayment of the Senior Loan, such proceeds shall be applied in a manner consistent with the Junior Loan Documents. Junior Creditor agrees to turn over to Lender any proceeds of any Dispositions while the Senior Loan remains unpaid. If Lender desires to sell, or consents to the sale or liquidation of, all or any part of the Collateral securing the Junior Lien Obligations shall be junior and subordinated in all respects to the liens on the Collateral securing the Senior Lien Obligations. Each payment of the Senior Lien Agent and Debt at a reasonable fair market price, Junior Creditor shall, immediately upon request of Lender, release or otherwise terminate some or all of Junior Creditor's security interests or liens upon some or all of the assets of Borrower to permit the sale of such Collateral or other assets by Lender or by Owner or Borrower with Lender's consent; provided that such release or termination by Junior Lien Agent Creditor shall not contest extend to or affect the priorityrights of Junior Creditor, validity or enforceability if any, to receive the proceeds of any lien held by or on behalf those assets following payment in full in cash of the Senior Lien Agent or by or on behalf of Junior Lien Agent, as the case may be. So long as any Debt and termination of the Senior Lien Obligations are outstanding, except as otherwise specified herein (i) during the Standstill Period (as defined below), commitments under the Senior Lien Agent and the other Senior Lien Secured Parties shall have the exclusive right to enforce rights and exercise remedies (including setoff) with respect to the Collateral (or to forbear from any such enforcement or exercise) and to commence actions or proceedings with respect to such rights and remedies, in each case without consultation with or consent Loan Documents. In furtherance of the foregoing, Junior Lien Agent or any other Junior Lien Secured Party, (ii) the Junior Lien Agent and the other Junior Lien Secured Parties Creditor shall not object to or hinder the ability of the Senior Lien Agent and the other Senior Lien Secured Parties to exercise any such rights or remedies with respect to the Collateral and shall not exercise or seek to exercise any such rights or remedies with respect to any of the Collateral and shall not institute any action or proceeding with respect to such rights or remedies and (iii) the Junior Lien Agent and each other Junior Lien Secured Party shall not take or receive any Collateral or any proceeds of Collateral in connection with the exercise of any right or remedy (including setoff) with respect to any Collateral (and any such Collateral or proceeds thereof so taken or received shall be segregated and held in trust for the Senior Lien Secured Parties as described below under “Turnover of Proceeds”).within ten

Priority of Liens. So long as any Notwithstanding the date, manner or order in which liens or security interests securing the Junior Debt or the Senior Debt are granted or perfected, unless and until the Senior Debt is paid in full in cash, the liens and security interests now or hereafter securing payment of the Senior Lien Obligations are outstandingDebt shall always and under all circumstances have priority over the liens and security interests now or hereafter securing payment of the Junior Debt. Should there by any liquidation of Owner, Borrower, Guarantor or any of Owner’s, Borrower’s or Guarantor’s assets, a foreclosure of any of Owner’s or Borrower’s assets, a bankruptcy proceeding of the Owner, Borrower or Guarantor (either voluntary or involuntary), the liens on payment of any insurance claim upon the loss or damage of any property of the Borrower or any other disposition (all of the foregoing referred to collectively as a “Disposition”) of all or any part of the collateral encumbered by Senior Loan Documents, Senior Deed of Trust or Junior Loan Documents, then Lender shall receive all of the proceeds of any Disposition to the full extent of any indebtedness and other amounts owed at such time by Borrower to Lender under the Senior Loan, and shall apply such proceeds (to the extent the same are not made available to Owner or Borrower, at Lender’s sole option, for use in repairing or replacing such Collateral) to the Senior Loan. If there are proceeds of insurance/eminent domain remaining after full repayment of the Senior Loan, such proceeds shall be applied in a manner consistent with the Junior Loan Documents. Junior Creditor agrees to turn over to Xxxxxx any proceeds of any Dispositions while the Senior Loan remains unpaid. If Lender desires to sell, or consents to the sale or liquidation of, all or any part of the Collateral securing the Junior Lien Obligations shall be junior and subordinated in all respects to the liens on the Collateral securing the Senior Lien Obligations. Each payment of the Senior Lien Agent and Debt at a reasonable fair market price, Junior Creditor shall, immediately upon request of Lender, release or otherwise terminate some or all of Junior Creditor's security interests or liens upon some or all of the assets of Borrower to permit the sale of such Collateral or other assets by Lender or by Owner or Borrower with Lender's consent; provided that such release or termination by Junior Lien Agent Creditor shall not contest extend to or affect the priorityrights of Junior Creditor, validity or enforceability if any, to receive the proceeds of any lien held by or on behalf those assets following payment in full in cash of the Senior Lien Agent or by or on behalf of Junior Lien Agent, as the case may be. So long as any Debt and termination of the Senior Lien Obligations are outstanding, except as otherwise specified herein (i) during the Standstill Period (as defined below), commitments under the Senior Lien Agent and Loan Documents. In furtherance of the other Senior Lien Secured Parties foregoing, Junior Creditor shall have within ten (10) Business Days after the exclusive right date of any written request by Xxxxxx deliver to enforce rights and exercise remedies (including setoff) Xxxxxx signed UCC-3 termination or release statements with respect to each financing statement filed to perfect a security interest securing payment of the Collateral Junior Debt and such other release or termination documents (or to forbear from any such enforcement or exerciseincluding without limitation, deed of trust releases) and to commence actions or proceedings requested by Lender with respect to such rights and remedies, in each case without consultation with other document filed to perfect or consent record a security interest securing payment of the Junior Lien Agent Debt (collectively, "Release Documents"). Junior Creditor shall not accept any security interest or lien upon any assets of Owner or Borrower to secure any indebtedness or other Junior Lien Secured Party, (ii) obligation owing by Owner or Borrower except for the Junior Lien Agent and the other Junior Lien Secured Parties shall not object to or hinder the ability of the Senior Lien Agent and the other Senior Lien Secured Parties to exercise any such rights or remedies with respect to the Collateral and shall not exercise or seek to exercise any such rights or remedies with respect to any of the Collateral and shall not institute any action or proceeding with respect to such rights or remedies and (iii) the Junior Lien Agent and each other Junior Lien Secured Party shall not take or receive any Collateral or any proceeds of Collateral in connection with the exercise of any right or remedy (including setoff) with respect to any Collateral (and any such Collateral or proceeds thereof so taken or received shall be segregated and held in trust for the Senior Lien Secured Parties as described below under “Turnover of Proceeds”)Debt.

Priority of Liens. So long as 1 Irrespective of (a) the time, order, manner or method of creation, attachment, perfection or validity of the respective Liens granted by the Project Company to any Intercreditor Party in any or all of the Senior Lien Obligations are outstandingCollateral, (b) the time, manner or place of the filing of the respective UCC financing statements, deeds of trust, or other applicable filings of any Intercreditor Party with respect to any or all of the Senior Collateral or other means of perfection, (c) any provision or statement contained in any Senior Credit Document, (d) any other event, circumstance, occurrence or otherwise or (e) any provision of any Applicable Law to the contrary, the liens Liens granted by the Project Company to the Senior Agent (for and on behalf of itself and the Collateral securing Senior Lenders), pursuant to the Junior Lien Obligations Senior Credit Documents, and all terms, covenants, rights and remedies of Senior Agent and the Senior Lenders under the Senior Security Documents with respect to the Senior Collateral, are and shall be junior unconditionally superior and subordinated prior in all respects to any Liens granted by the liens on Project Company to the Collateral securing the Senior Lien Obligations. Each of the Senior Lien Agent Offtaker and the Junior Lien Agent shall not contest the priorityto all terms, validity or enforceability of any lien held by or on behalf of the Senior Lien Agent or by or on behalf of Junior Lien Agentcovenants, as the case may be. So long as any of the Senior Lien Obligations are outstanding, except as otherwise specified herein (i) during the Standstill Period (as defined below), the Senior Lien Agent and the other Senior Lien Secured Parties shall have the exclusive right to enforce rights and exercise remedies (including setoff) of Offtaker under the Subordinated Security Documents with respect to the Collateral (Senior Collateral, unless and until the Senior Obligations shall have been paid in full. Without limiting any security interest the Offtaker may have therein, the Offtaker acknowledges and agrees that the Senior Agent shall have sole and exclusive control and dominion over all of the Project Company’s deposit accounts, securities accounts and other similar bank or investment accounts, all certificates evidencing ownership interests in the Project Company and all amounts and investment property on deposit from time to forbear time therein or credited from time to time thereto. Except as otherwise provided in this Agreement, while the Senior Obligations remain outstanding the Offtaker shall not hinder, delay, interfere, contest or take any such enforcement other action that may, either directly or exercise) indirectly, limit in any respect the Senior Agent’s security interest in and to commence actions the Senior Collateral. The expression “payment in full” or proceedings “paid in full” or any similar term or phrase when used in this Agreement shall mean the termination of all Construction Loan Commitments and Bridge Loan Commitments (each as defined in the Senior Credit Agreement) under the Senior Credit Documents and final payment in full of all Construction Loan Facilities and Bridge Loan Facilities (each as defined in the Senior Credit Agreement) in cash, or, in the case of such Senior Obligations consisting of contingent obligations in respect of letters of credit or other reimbursement obligations for 1 Note to Draft: The SCPPA Liens are subordinated. There is no other provision in this Agreement that provides them with priority. drawings under letters of credit under the Senior Credit Documents, the setting apart of cash sufficient to discharge such portion of Senior Obligations in an account for the exclusive benefit of the Senior Agent, in which account the Senior Agent shall be granted a first priority perfected security interest in a manner acceptable to the Senior Agent, which payment or perfected security interest shall have been retained by the Senior Agent, in each case, for the period that such payment or security interest may be avoided as a preference under the Bankruptcy Code or other Applicable Law. Subject to Section 3.7, it is expressly understood and agreed that upon any release, sale or disposition of Senior Collateral permitted pursuant to the terms of the Senior Collateral Documents that results in a release of the Liens of the Senior Agent, the Liens of the Offtaker shall be automatically and unconditionally released with respect to such rights and remedies, in each case without consultation Senior Collateral with no further consent or consent of the Junior Lien Agent or any other Junior Lien Secured Party, (ii) the Junior Lien Agent and the other Junior Lien Secured Parties shall not object to or hinder the ability of the Senior Lien Agent and the other Senior Lien Secured Parties to exercise any such rights or remedies with respect to the Collateral and shall not exercise or seek to exercise any such rights or remedies with respect to any of the Collateral and shall not institute any action or proceeding with respect to such rights or remedies and (iii) the Junior Lien Agent and each other Junior Lien Secured Party shall not take or receive any Collateral or any proceeds of Collateral in connection with the exercise of any right or remedy (including setoff) with respect to any Collateral (and any such Collateral or proceeds thereof so taken or received shall be segregated and held in trust for the Senior Lien Secured Parties as described below under “Turnover of Proceeds”)person necessary.

Priority of Liens. So long as any The Trustee, on behalf of itself and the Noteholders, hereby agrees that, regardless of the Senior Lien Obligations are outstandingrelative times of attachment or perfection thereof or the order of filing of financing statements, mortgages or other documents or any provision of the Uniform Commercial Code or any other applicable law to the contrary, the liens on Liens granted in favor of the Collateral securing Trustee pursuant to the Junior Lien Obligations Indenture Security Documents, insofar as covering the Shared Collateral, Intercreditor Agreement shall in all respects be junior and subordinated in all respects subordinate to the liens on the Collateral securing the Senior Lien Obligations. Each of the Senior Lien Agent and the Junior Lien Agent shall not contest the priority, validity Liens granted or enforceability of any lien held by or on behalf of the Senior Lien Agent or by or on behalf of Junior Lien Agent, as the case may be. So long as any of the Senior Lien Obligations are outstanding, except as otherwise specified herein (i) during the Standstill Period (as defined below), the Senior Lien Agent and the other Senior Lien Secured Parties shall have the exclusive right to enforce rights and exercise remedies (including setoff) with respect be granted to the Collateral (or to forbear from any such enforcement or exercise) and to commence actions or proceedings with respect to such rights and remediesAgent as security for the Working Capital Facility Secured Obligations, in each case without consultation with or consent to the extent that such Liens in favor of the Junior Lien Agent are valid, perfected and enforceable under the Uniform Commercial Code and all other applicable law. The Trustee further agrees, on behalf of itself and the Noteholders, that it shall not (and hereby waives any right to) take any action to contest or challenge the validity, priority, enforceability or perfection of the Liens of the Agent on the Shared Collateral. The Agent, on behalf of itself and the Working Capital Facility Lenders, hereby confirms that, except for the Shared Collateral, none of the assets of the Credit Parties or any other Junior Lien of their Subsidiaries constitutes collateral security for any of the Working Capital Facility Secured PartyObligations, (ii) and that none of the Junior Lien Agent Specified Subsidiaries is or shall be or become obligated, directly or indirectly, in respect of any of the Working Capital Facility Secured Obligations. Except as expressly set forth in this Agreement, each of the Trustee and the other Junior Lien Secured Parties Agent shall not object to have any and all rights it may have as a creditor under applicable bankruptcy or hinder insolvency law, including the ability of the Senior Lien Agent and the other Senior Lien Secured Parties rights to exercise any such all rights and remedies in foreclosure or remedies with respect to the Collateral and shall not exercise or seek to exercise any such rights or remedies otherwise with respect to any of the Shared Collateral, provided that any such exercise by the Trustee, and any sale of the Shared Collateral by the Trustee, shall be subject to the Liens of the Agent on the Shared Collateral, and shall not institute any action to the provisions of this Agreement, including paragraph (c) or proceeding Article III hereof. In exercising rights and remedies with respect to the Shared Collateral, the Agent and the Working Capital Facility Lenders may enforce the provisions of, and exercise remedies under, the Working Capital Facility Agreement and Working Capital Facility Security Documents, and the Trustee may enforce the provisions of and exercise remedies under the Indenture and the Indenture Security Documents, in each case in such order and in such manner as the respective party enforcing such rights or exercising such remedies and may determine in its sole discretion. In the event of any sale, transfer, swap or other disposition of any Shared Collateral constituting Equity Interests in any Credit Party (iiiother than the Issuer) the Junior Lien Agent and each other Junior Lien Secured Party shall not take or receive any Collateral or any proceeds of Collateral in connection with upon the exercise of any right or remedy remedies by the Agent under the Working Capital Facility Security Documents, the Trustee agrees, upon written request of the Agent (including setoff) with respect which request shall include a certification to any Collateral (the effect that the conditions set forth in this sentence shall have been satisfied), to release such Credit Party and any Subsidiaries of such Collateral Credit Party from their respective obligations under the Indenture, the Note Guarantee and the Indenture Security Documents so long as (i) such sale, transfer, swap or proceeds thereof so taken other disposition is to a party other than an Affiliate of the Agent or received shall be segregated any Working Capital Facility Lender and held (ii) the Agent and the Working Capital Facility Lenders are concurrently releasing such Credit Party and its Subsidiaries from their respective obligations under and in trust for respect of the Senior Lien Secured Parties as described below under “Turnover of Proceeds”)Working Capital Facility Agreement and the Working Capital Facility Security Documents.

Priority of Liens. So The Borrower and the Tranche C Lenders hereby agree that the Tranche C Obligations shall be secured only by a first priority Lien on the Tranche C Pre-Funded Interest Account and a subordinate Lien on the Nextel Collateral, and shall not be secured by any of the other Collateral. Each of the Tranche C Lenders agrees that, if at any time such Tranche C Lender shall be in possession of any Assets (other than any funds held in the Tranche C Pre-Funded Interest Account) of Holdco, the Borrower or any of the Borrower's Subsidiaries, such Tranche C Lender shall hold such Assets in trust for the Collateral Agent, for the benefit of the Senior Credit Parties, so long as any of the Senior Lien Obligations remains unpaid and until all Senior Commitments are outstandingterminated. Notwithstanding anything to the contrary (including, without limitation, the liens on date, time, manner or order of perfection or attachment of the Lien in the Nextel Collateral granted by the Borrower to the Collateral securing Agent on behalf of the Junior Tranche C Lenders), and notwithstanding the usual application of the priority provisions of the Uniform Commercial Code as in effect in any jurisdiction or any other Applicable Law or judicial decision of any jurisdiction, or whether any of the Tranche C Lenders holds possession of all or any part of the Nextel Collateral, or any of the Tranche C Lenders is perfected without filing or possession of any part of the Nextel Collateral, the Lien Obligations shall be junior and subordinated in all respects to the liens on favor of the Collateral securing the Senior Lien Obligations. Each of the Senior Lien Agent and the Junior Lien Agent shall not contest the priority, validity or enforceability of any lien held by or on behalf of the Senior Credit Parties shall be a first, senior and prior security interest in and Lien on the Nextel Collateral, prior in interest and superior to the Lien on the Nextel Collateral in favor of the Collateral Agent or by or on behalf of Junior Lien Agent, as the case may be. So long as any of the Senior Lien Obligations are outstanding, except as otherwise specified herein (i) during the Standstill Period (as defined below), the Senior Lien Agent and the other Senior Lien Secured Parties shall have the exclusive right to enforce rights and exercise remedies (including setoff) with respect to the Collateral (or to forbear from any such enforcement or exercise) and to commence actions or proceedings with respect to such rights and remedies, in each case without consultation with or consent of the Junior Lien Agent or any other Junior Lien Secured Party, (ii) the Junior Lien Agent and the other Junior Lien Secured Parties shall not object to or hinder the ability of the Senior Lien Agent and the other Senior Lien Secured Parties to exercise any such rights or remedies with respect to the Collateral and shall not exercise or seek to exercise any such rights or remedies with respect to any of the Collateral and shall not institute any action or proceeding with respect to such rights or remedies and (iii) the Junior Lien Agent and each other Junior Lien Secured Party shall not take or receive any Collateral or any proceeds of Collateral in connection with the exercise of any right or remedy (including setoff) with respect to any Collateral (and any such Collateral or proceeds thereof so taken or received shall be segregated and held in trust for the Senior Lien Secured Parties as described below under “Turnover of Proceeds”)Tranche C Lenders.

Priority of Liens. So long as any The Trustee, on behalf of itself and the Noteholders, hereby agrees that, regardless of the Senior Lien Obligations are outstandingrelative times of attachment or perfection thereof or the order of filing of financing statements, mortgages or other documents or any provision of the Uniform Commercial Code or any other applicable law to the contrary, the liens on Liens granted in favor of the Collateral securing Trustee pursuant to the Junior Lien Obligations Indenture Security Documents, insofar as covering the Shared Collateral, shall in all respect be junior and subordinated in all respects subordinate to the liens on the Collateral securing the Senior Lien Obligations. Each of the Senior Lien Agent and the Junior Lien Agent shall not contest the priority, validity Liens granted or enforceability of any lien held by or on behalf of the Senior Lien Agent or by or on behalf of Junior Lien Agent, as the case may be. So long as any of the Senior Lien Obligations are outstanding, except as otherwise specified herein (i) during the Standstill Period (as defined below), the Senior Lien Agent and the other Senior Lien Secured Parties shall have the exclusive right to enforce rights and exercise remedies (including setoff) with respect be granted to the Collateral (or to forbear from any such enforcement or exercise) and to commence actions or proceedings with respect to such rights and remediesAgent as security for the Working Capital Facility Secured Obligations, in each case without consultation with or consent to the extent that such Liens in favor of the Junior Lien Agent are valid, perfected and enforceable under the Uniform Commercial Code and all other applicable law. The Trustee further agrees, on behalf of itself and the Noteholders, that it shall not (and hereby waives any right to) take any action to contest or challenge the validity, priority, enforceability or perfection of the Liens of the Agent on the Shared Collateral. The Agent, on behalf of itself and the Lenders, hereby confirms that, except for the Shared Collateral, none of the assets of the Credit Parties or any other Junior Lien of their Subsidiaries constitutes collateral security for any of the Working Capital Facility Secured PartyObligations, (ii) and that none of the Junior Lien Agent Specified Subsidiaries is or shall be or become obligated, directly or indirectly, in respect of any of the Working Capital Facility Secured Obligations. Except as expressly set forth in this Agreement, each of the Trustee and the other Junior Lien Secured Parties Agent shall not object to have any and all rights it may have as a creditor under applicable bankruptcy or hinder insolvency law, including the ability of the Senior Lien Agent and the other Senior Lien Secured Parties rights to exercise any such all rights and remedies in foreclosure or remedies with respect to the Collateral and shall not exercise or seek to exercise any such rights or remedies otherwise with respect to any of the Collateral and shall not institute Shared Collateral, provided that any action or proceeding with respect to such rights or remedies and (iii) exercise by the Junior Lien Agent and each other Junior Lien Secured Party shall not take or receive any Collateral or any proceeds of Collateral in connection with the exercise of any right or remedy (including setoff) with respect to any Collateral (Trustee, and any such sale of the Shared Collateral or proceeds thereof so taken or received by the Trustee, shall be segregated and held in trust for subject to the Senior Lien Secured Parties as described below under “Turnover Liens of Proceeds”)the Agent on the Shared Collateral.

Priority of Liens. So long as any The relative priorities of the Subordinated Lien and the Senior Lien Obligations which are outstandingset forth in this Section 2 shall apply without regard to the time or order of creation, attachment or perfection of such Liens or the time or order of the execution or delivery of any agreements or other documents creating such Liens and notwithstanding anything to the contrary in the provisions of the UCC, the liens on the Collateral securing the Junior Lien Obligations shall be junior and subordinated in all respects to the liens on the Collateral securing the Senior Lien ObligationsBankruptcy Code, any other bankruptcy, insolvency or creditors’ rights law, or any other applicable law. Each of the Senior Lien The Agent and the Junior Lien Agent shall not contest the priority, validity or enforceability of any lien held by or (on behalf of itself and the Senior Lien Agent or by or Lenders), and the Company and the Trustee (on behalf of Junior Lien Agentitself and the Noteholders) agree that all Senior Debt is, as the case may and shall be. So long as any , secured by all of the Senior Lien Obligations are outstandingCompany’s assets and properties without any dollar limitation, except as otherwise specified set forth in the definition of the term “Senior Debt” herein (i) during the Standstill Period (as defined below), the Senior Lien Agent and the other amounts set forth in subsections (ii) and (xi) of the term “Permitted Indebtedness” set forth in the Indenture; provided, however, that only an amount of Senior Lien Secured Parties Debt equal to the Real Estate Limit is, and shall have be, senior to the exclusive right to enforce rights and exercise remedies (including setoff) Subordinated Liens with respect to the Real Estate Collateral. The Trustee (on behalf of itself and each Noteholder) agrees that it shall not accept or attempt to obtain (and the Company agrees that it shall not grant) any Liens upon the Collateral, other than Liens upon the Indenture Collateral (existing as of the date hereof or “Substitute Collateral” contemplated by the Indenture. Subject to forbear from any such enforcement or exercise) the Real Estate Limit, the Senior Liens shall continue to be treated as Liens senior to those of the Trustee and the Noteholders under the Indenture Documents and the provisions of this Agreement shall continue to commence actions or proceedings with respect to such govern the relative rights and remedies, in each case without consultation with or consent priorities of the Junior Lien Agent Agent, Senior Lenders, the Trustee and Noteholders even if all or any other Junior Lien Secured Party, (ii) the Junior Lien Agent and the other Junior Lien Secured Parties shall not object to or hinder the ability part of the Senior Lien Agent and the other Debt or Senior Lien Secured Parties to exercise any such rights Liens are subordinated, set aside, avoided, invalidated or remedies with respect to the Collateral and shall not exercise or seek to exercise any such rights or remedies with respect to any of the Collateral and shall not institute any action or proceeding with respect to such rights or remedies and (iii) the Junior Lien Agent and each other Junior Lien Secured Party shall not take or receive any Collateral or any proceeds of Collateral disallowed in connection with the exercise of any right or remedy (including setoff) with respect to any Collateral (and any such Collateral or proceeds thereof so taken or received shall be segregated and held in trust for the Senior Lien Secured Parties as described below under “Turnover of Proceeds”)Proceeding.

Priority of Liens. So The Lien on Collateral will be treated by Parent as a first priority secured lien upon all of the assets and undertakings specified herein until such time as the Senior Credit Facility is entered into. Save as otherwise provided in this Indenture, the priorities referred to in the above paragraph will not be affected by any reduction or increase in the principal amount secured by the Senior Security so long as the principal amount of the Senior Credit Facility shall at all times be no more than Euro 50 million in principal amount. At the same time as a Senior Credit Facility is being entered into by Parent the Trustee shall, without requiring the consent of the Holders of the Notes and without liability is such respect, enter into an intercreditor deed with, inter alia, the Senior Creditors, Parent and Subsidiaries which may contain the provisions set forth in Schedule 2 hereto and which contains no other provisions which are, in the opinion of the Trustee, materially prejudicial to the interests of the Noteholders (the "INTERCREDITOR DEED"),whereby for so long as any of indebtedness remains outstanding under the Senior Lien Obligations are outstanding, the liens on the Collateral securing the Junior Lien Obligations shall be junior and subordinated in all respects to the liens on the Collateral securing the Senior Lien Obligations. Each of the Senior Lien Agent and the Junior Lien Agent shall not contest the priority, validity or enforceability of any lien held by or on behalf of the Senior Lien Agent or by or on behalf of Junior Lien Agent, as the case may be. So long as any of the Senior Lien Obligations are outstanding, except as otherwise specified herein Credit Facility then (i) during all present and future sums, liabilities and obligations whatsoever (actual or contingent) payable, owing, due or incurred by Parent under the Standstill Period Senior Credit Facility, including principal, accrued interest and any and all costs, fees and charges (as defined belowthe "SENIOR LIABILITIES"), whether secured (the Senior Lien Agent "SENIOR SECURITY") or unsecured, shall rank in priority and the other Senior Lien Secured Parties shall have the exclusive right be senior to enforce rights any obligations owed by Parent, Telekom and exercise remedies (including setoff) with respect South to the Collateral Trustee under the Guarantee (or to forbear from any such enforcement or exercise) the "JUNIOR LIABILITIES"), and to commence actions or proceedings with respect to such rights and remedies, in each case without consultation with or consent of the Junior Lien Agent or any other Junior Lien Secured Party, (ii) the Junior Liens on Collateral granted in favour of the Trustee, shall have the status of second priority secured Lien Agent only (the "JUNIOR SECURITY") and, in order to effect the circumstances contemplated in (i) and (ii) of this Section, the Trustee and the other Junior Lien Secured Parties shall not object to or hinder the ability Security Agent will enter into Change of the Senior Lien Agent and the other Senior Lien Secured Parties to exercise any Priority Agreements in respect of such rights or remedies with respect to the Collateral and shall not exercise or seek to exercise any such rights or remedies with respect to any of the Collateral and shall not institute any action or proceeding with respect to such rights or remedies and (iii) the Junior Lien Agent and each other Junior Lien Secured Party shall not take or receive any Collateral or any proceeds of Collateral in connection with the exercise of any right or remedy (including setoff) with respect to any Collateral (and any such Collateral or proceeds thereof so taken or received shall be segregated and held in trust for the Senior Lien Secured Parties as described below under “Turnover of Proceeds”)Collateral.

Priority of Liens. So long as any Notwithstanding the date, manner or order in which liens or security interests securing the Junior Debt or the Senior Debt are granted or perfected, unless and until the Senior Debt is paid in full in cash, the liens and security interests now or hereafter securing payment of the Senior Lien Obligations are outstandingDebt shall always and under all circumstances have priority over the liens and security interests now or hereafter securing payment of the Junior Debt. Should there by any liquidation of Owner, Borrower, Guarantor or any of Owner’s, Borrower’s or Guarantor’s assets, a foreclosure of any of Owner’s or Borrower’s assets, a bankruptcy proceeding of the Owner, Borrower or Guarantor (either voluntary or involuntary), the liens on payment of any insurance claim upon the loss or damage of any property of the Borrower or any other disposition (all of the foregoing referred to collectively as a “Disposition”) of all or any part of the collateral encumbered by Senior Loan Documents, Senior Deed of Trust or Junior Loan Documents, then Lender shall receive all of the proceeds of any Disposition to the full extent of any indebtedness and other amounts owed at such time by Borrower to Lender under the Senior Loan, and shall apply such proceeds (to the extent the same are not made available to Owner or Borrower, at Lender’s sole option, for use in repairing or replacing such Collateral) to the Senior Loan. If there are proceeds of insurance/eminent domain remaining after full repayment of the Senior Loan, such proceeds shall be applied in a manner consistent with the Junior Loan Documents. Junior Creditor agrees to turn over to Lender any proceeds of any Dispositions while the Senior Loan remains unpaid. If Lender desires to sell, or consents to the sale or liquidation of, all or any part of the Collateral securing the Junior Lien Obligations shall be junior and subordinated in all respects to the liens on the Collateral securing the Senior Lien Obligations. Each payment of the Senior Lien Agent and Debt at a reasonable fair market price, Junior Creditor shall, immediately upon request of Lender, release or otherwise terminate some or all of Junior Creditor's security interests or liens upon some or all of the assets of Borrower to permit the sale of such Collateral or other assets by Lender or by Owner or Borrower with Lender's consent; provided that such release or termination by Junior Lien Agent Creditor shall not contest extend to or affect the priorityrights of Junior Creditor, validity or enforceability if any, to receive the proceeds of any lien held by or on behalf those assets following payment in full in cash of the Senior Lien Agent or by or on behalf of Junior Lien Agent, as the case may be. So long as any Debt and termination of the Senior Lien Obligations are outstanding, except as otherwise specified herein (i) during the Standstill Period (as defined below), commitments under the Senior Lien Agent and Loan Documents. In furtherance of the other Senior Lien Secured Parties foregoing, Junior Creditor shall have within ten (10) Business Days after the exclusive right date of any written request by Lender deliver to enforce rights and exercise remedies (including setoff) Lender signed UCC-3 termination or release statements with respect to each financing statement filed to perfect a security interest securing payment of the Collateral Junior Debt and such other release or termination documents (or to forbear from any such enforcement or exerciseincluding without limitation, deed of trust releases) and to commence actions or proceedings requested by Lender with respect to such rights and remedies, in each case without consultation with other document filed to perfect or consent record a security interest securing payment of the Junior Lien Agent Debt (collectively, "Release Documents"). Junior Creditor shall not accept any security interest or lien upon any assets of Owner or Borrower to secure any indebtedness or other Junior Lien Secured Party, (ii) obligation owing by Owner or Borrower except for the Junior Lien Agent and the other Junior Lien Secured Parties shall not object to or hinder the ability of the Senior Lien Agent and the other Senior Lien Secured Parties to exercise any such rights or remedies with respect to the Collateral and shall not exercise or seek to exercise any such rights or remedies with respect to any of the Collateral and shall not institute any action or proceeding with respect to such rights or remedies and (iii) the Junior Lien Agent and each other Junior Lien Secured Party shall not take or receive any Collateral or any proceeds of Collateral in connection with the exercise of any right or remedy (including setoff) with respect to any Collateral (and any such Collateral or proceeds thereof so taken or received shall be segregated and held in trust for the Senior Lien Secured Parties as described below under “Turnover of Proceeds”)Debt.