Common use of Priorities With Respect to Collateral Clause in Contracts

Priorities With Respect to Collateral. The Banks acknowledge and agree that all Secured Obligations shall be secured pursuant to the Collateral Documents in accordance with the terms thereof; provided that, notwithstanding anything to the contrary contained in this Agreement or any other Credit Document, as between the First Priority Secured Obligations and Second Priority Secured Obligations, the following priorities with respect to the Collateral shall apply: (i) the First Priority Secured Obligations shall be entitled to a first priority security interest in all Collateral, superior and prior to the rights of the holders of the Second Priority Secured Obligations with respect thereto, which rights of the holders of Second Priority Obligations to any and all Collateral shall be subject to the prior interests of the holders of the First Priority Secured Obligations under the Collateral Documents; and (ii) the holders of the Second Priority Secured Obligations, for themselves and their successors and assigns, hereby acknowledge and agree for the benefit of the First Priority Secured Creditors that they shall not be entitled to receive, in respect of the Second Priority Secured Obligations held by them, any of the proceeds of any Collateral following the occurrence of an Event of Default or received as a result of the enforcement of rights pursuant to the Collateral Documents until all First Priority Secured Obligations have been indefeasibly paid in full in cash or cash equivalents. The Banks (for themselves and their successors and assigns) hereby agree that, unless the Credit Agreement Termination Date (as defined in the Security Agreement as amended on the Closing Date pursuant to Section 4) has occurred and no First Priority Secured Obligations are outstanding, they shall have no rights to institute foreclosure or other enforcement rights under the Collateral Documents or any other Credit Document or otherwise, but shall only be entitled to share in the proceeds of the Collateral as realized and following the indefeasible payment in full in cash or cash equivalents of all First Priority Secured Obligations. The foregoing provisions shall not affect, or impair, the right of the Banks to accelerate the maturity of any Loans pursuant to Section 8 hereof or to institute legal proceedings (not including enforcement actions with respect to the Collateral) to collect amounts due pursuant to this Agreement. (iii) Until all First Priority Secured Obligations have been indefeasibly paid in full in cash or cash equivalents, each holder of the Second Priority Secured Obligations hereby agrees (x) not to exercise, with respect to the Second Priority Secured Obligations, any right of setoff or counterclaim with respect to the Collateral or any Proceeds thereof, (y) that all Proceeds of Collateral shall be paid to the Collateral Agent for application to the First Priority Secured Obligations and (z) that any Proceeds of Collateral received by any holder of the Second Priority Secured Obligations in its capacity as such shall be segregated and held in trust and paid over to the Collateral Agent for the benefit of the holders of all Secured Obligations (in accordance with the priorities set forth above) in the same form as received, with any necessary endorsements. (iv) The holders of the Second Priority Secured Obligations acknowledge and agree that Collateral (or Liens thereon pursuant to the Collateral Documents) may be released from the security interests created pursuant to the Collateral Documents in accordance with the requirements of the respective Collateral Documents and, except as expressly required thereby, no consent of the holders of the Second Priority Secured Obligations shall be required in connection therewith. The foregoing provisions shall be effective at all times during the term of this Agreement, and notwithstanding (without limitation): (i) the initiation of any bankruptcy, moratorium, reorganization or other insolvency proceeding with respect to Communications, the Borrower or any of their Subsidiaries; (ii) the priorities which would otherwise result under the terms of the respective Collateral Documents or under applicable law; (iii) the taking of possession of any Collateral by any Bank; or (iv) any other matter whatsoever; and shall continue in full force and effect until all Secured Obligations have been repaid in full.

Priorities With Respect to Collateral. The Banks acknowledge Each Bank (and agree their respective successors and assigns) acknowledges and agrees, for the benefit of each other Bank, that all Secured Obligations shall be secured pursuant to the Collateral Security Documents in accordance with the terms thereof; provided that, notwithstanding anything to the contrary contained in this Agreement or any other Credit Document, as between the First Priority Secured Initial Tranche C Obligations and Second Priority the Non-Initial Tranche C Secured Obligations, the following priorities and agreements with respect to the Collateral shall apply: (i) the First Priority Secured Obligations shall be entitled to a first priority security interest in all Collateral, superior and prior to the rights of the The holders of the Second Priority Secured Initial Tranche C Obligations with which obtains a claim in respect thereto, which rights of the holders of Second Priority Obligations to any and all Collateral shall be subject to the prior interests of the holders of the First Priority Secured Obligations under the Collateral Documents; and (ii) the holders of the Second Priority Secured Initial Tranche C Obligations, for themselves and their successors and assigns, hereby acknowledge and agree for the benefit of the First Priority other Secured Creditors that they shall not be entitled to receive, in respect of the Second Priority Secured Initial Tranche C Obligations held by them, any of the proceeds of any Collateral following the occurrence of an Event of Default or received as a result of the enforcement of rights pursuant to the Collateral Security Documents until all First Priority Non-Initial Tranche C Secured Obligations have been indefeasibly paid in full in cash or cash equivalents. The Banks (for themselves and their successors and assigns) hereby agree that, unless the Credit Agreement Termination Date (as defined in the Security Agreement as amended on the Closing Date pursuant to Section 4) has occurred and no First Priority Secured Obligations are outstanding, they shall have no rights to institute foreclosure or other enforcement rights under the Collateral Documents or any other Credit Document or otherwise, but shall only be entitled to share in the proceeds of the Collateral as realized and following the indefeasible payment in full in cash or cash equivalents of all First Priority Secured Obligations. The foregoing provisions shall not affect, or impair, the right of the Banks to accelerate the maturity of any Loans pursuant to Section 8 hereof or to institute legal proceedings (not including enforcement actions with respect to the Collateral) to collect amounts due pursuant to this Agreementcash. (iiiii) Until all First Priority Non-Initial Tranche C Secured Obligations have been indefeasibly paid in full in cash or cash equivalentscash, each holder of the Second Priority Secured Initial Tranche C Obligations hereby agrees agrees, for themselves and their successors and assigns, (x) not to exercise, with respect to the Second Priority Secured Initial Tranche C Obligations, any right of setoff setoff, counterclaim or counterclaim other remedy, with respect to the Collateral or any Proceeds thereof, (y) that all Proceeds of Collateral shall be paid to the Collateral Administrative Agent for application to the First Priority Non-Initial Tranche C Secured Obligations and (z) that any Proceeds of Collateral received by any holder of (or claimant in respect of) the Second Priority Secured Initial Tranche C Obligations in its capacity as such and any other cash or other property received by any holder of (or claimant in respect of) the Initial Tranche C Obligations in its capacity as such shall be segregated and held in trust and paid over to the Collateral Administrative Agent for the benefit of the holders of all Non-Initial Tranche C Secured Obligations (in accordance with the priorities set forth above) in the same form as received, with any necessary endorsements. (iviii) The If the Collateral Agent releases or subordinates its liens in any Collateral in connection with the sale, lease, transfer or other disposition thereof, the holders of (and claimants in respect of) the Second Priority Secured Initial Tranche C Obligations acknowledge shall execute and agree that Collateral (or Liens thereon pursuant deliver to the Collateral Documents) may be released from the security interests created pursuant to Agent such termination statements, release or subordination documents, consents and other documents as the Collateral Documents Agent may request to effectively release, and facilitate the release or subordination of, the Liens held by the Collateral Agent in accordance with the requirements of the respective Collateral Documents and, except as expressly required thereby, no consent of the holders of the Second Priority Secured Obligations shall be required in connection therewithsuch Collateral. The foregoing provisions of this Section 15.01 shall be effective at all times during the term of this Agreement, and notwithstanding (without limitation): (i) the initiation of any bankruptcy, moratorium, reorganization or other insolvency proceeding with respect to Communications, the Borrower Holdings or any of their Subsidiariesits Subsidiaries (and all references to Holdings or any of its Subsidiaries shall include any such entity as debtor in possession or any receiver or trustee for such entity); (ii) the priorities which would otherwise result under the terms of the respective Collateral Security Documents or under applicable law; (iii) the taking of possession of any Collateral by any Bank; or (iv) any other matter whatsoever; and shall continue in full force and effect until all Secured Obligations have been repaid in full.;

Priorities With Respect to Collateral. The Banks Second Lien Creditors hereby acknowledge and agree that all Secured Obligations shall be secured pursuant to the Collateral Documents in accordance with the terms thereof; provided , PROVIDED that, notwithstanding anything to the contrary contained in this Agreement or the Credit Agreement, any other Credit Document (including the Collateral Documents) or any Senior Secured Notes Document, as between the First Priority Secured Obligations Lien Creditors and the Second Priority Secured ObligationsLien Creditors, the following priorities with respect to the Collateral shall apply: (i) the First Priority Secured Lien Obligations shall be entitled to a first priority security interest in all Collateral, superior and prior to the rights of the holders of the Second Priority Secured Obligations Lien Creditors with respect thereto, which rights of the holders of Second Priority Obligations Lien Creditors to any and all Collateral shall be subject to the prior interests of the holders of the First Priority Secured Obligations Lien Creditors under the Collateral Documents; and; (ii) the holders of the Second Priority Secured ObligationsLien Creditors, for themselves and their successors and assigns, hereby acknowledge and agree for the benefit of the First Priority Secured Lien Creditors that they (x) shall be entitled to a second priority security interest in the Collateral fully subject to the security interest granted for the benefit of the First Lien Creditors on the terms and conditions set forth in this Agreement, in the other Collateral Documents and in the Senior Secured Notes Documents, and all other rights and benefits afforded hereunder to the Second Lien Creditors are expressly subject to the terms and conditions of this Agreement, the other Collateral Documents and the Senior Secured Notes Documents and (y) shall not be entitled to receive, in respect of the Second Priority Secured Lien Obligations held by them, any of the proceeds of any Collateral following the occurrence of an Event of Default or received as a result of the enforcement of rights pursuant to the Collateral Documents until all First Priority Secured Lien Obligations have been indefeasibly paid in full in cash or cash equivalentsin accordance with the terms thereof. The Banks Second Lien Creditors (for themselves and their successors and assigns) hereby agree that, unless the Credit Agreement Termination Date (as defined in the Security Agreement as amended on the Closing Date pursuant to Section 4) has occurred and no First Priority Secured Obligations are outstanding, they shall have no that their rights to institute foreclosure or and other enforcement rights under the Collateral Documents or any other Credit Document or otherwise, but shall only be entitled to share in the proceeds of the Collateral as realized expressly set forth herein and following the indefeasible payment therein; (iii) until all First Lien Obligations have been paid in full in cash in accordance with the terms thereof, all Letters of Credit have been terminated or cash equivalents collateralized in a manner satisfactory to the Administrative Agent and the Total Commitment has been terminated, each Second Lien Creditor hereby agrees (v) that the Required Lenders (or all of the Lenders if required by Section 11.10 of the Credit Agreement) (or, after all First Priority Secured Obligations. The foregoing provisions shall not affectCredit Document Obligations have been paid in full in cash in accordance with the terms thereof, all Letters of Credit have been terminated or impaircash collateralized in the manner satisfactory to the Administrative Agent and the Total Commitment has been terminated, the right holders of a majority of the Banks Interest Rate Obligations) may direct the Collateral Agent to accelerate the maturity of any Loans pursuant to Section 8 hereof or to institute legal proceedings (not including enforcement take actions with respect to the Collateral (including (I) the release of the Collateral) to collect amounts due pursuant to this Agreement. (iii) Until all First Priority , provided that if an Event of Default then exists under the Senior Secured Notes Indenture the Collateral securing the Second Lien Obligations have been indefeasibly paid in full in cash or cash equivalents, each holder shall not be released without the consent of the Second Priority Lien Creditors and (II) the manner of realization on any Collateral) without the consent of any Second Lien Creditor, (w) no Second Lien Creditor shall have any authority to release any Collateral (it being understood that the Collateral Agent shall (and is hereby authorized to) release Collateral securing the Second Lien Obligations to the extent permitted by the Senior Secured Obligations hereby agrees Indenture) or to instruct the Collateral Agent to take any action (including the institution of any suit or proceeding) with respect to the Collateral or any of the rights or remedies afforded by this Agreement or the Collateral Documents, (x) not to exercise, with respect to the Second Priority Secured Lien Obligations, any right of setoff or counterclaim with respect to the Collateral or any Proceeds proceeds thereof, (y) that all Proceeds of Collateral shall be paid to the Collateral Agent for application to the First Priority Secured Obligations in accordance with Section 3 hereof and (z) that any Proceeds of Collateral received by any holder of the Second Priority Secured Obligations Lien Creditor in its capacity as such shall be segregated and held in trust and paid over subject to the Collateral Agent for the benefit provisions of the holders of all Secured Obligations (in accordance with the priorities set forth above) in the same form as received, with any necessary endorsements.Section 3 hereof; and (iv) The holders of the Second Priority Secured Obligations Lien Creditors acknowledge and agree that Collateral (or Liens thereon pursuant to the Collateral Documents) may be released from the security interests created pursuant to the Collateral Documents in accordance with the requirements of the respective Collateral Documents and, except as expressly required thereby, no the consent of the holders of the Second Priority Secured Obligations Lien Creditors shall not be required in connection therewith. The foregoing provisions shall be effective at all times during the term of this Agreement, and notwithstanding . (without limitation): (i) the initiation of any bankruptcy, moratorium, reorganization or other insolvency proceeding with respect to Communications, the Borrower or any of their Subsidiaries; (ii) the priorities which would otherwise result under the terms of the respective Collateral Documents or under applicable law; (iii) the taking of possession of any Collateral by any Bank; or (ivvii) any other matter whatsoever; and shall continue in full force and effect unless and until this Agreement shall have terminated in accordance with Section 20 hereof, all Secured Obligations have been repaid in fullfull in cash in accordance with the terms thereof.

Priorities With Respect to Collateral. The Banks acknowledge and agree that all Secured Obligations shall be secured pursuant to the Collateral Security Documents in accordance with the terms thereof; provided PROVIDED that, notwithstanding anything to the contrary contained in this Agreement or any other Credit Document, as between the First Priority Secured Tranche 3 Obligations and Second Priority Non-Tranche 3 Secured Obligations, the following priorities and agreements with respect to the Collateral shall apply: (i) The Liens created under the First Priority Security Documents on the Collateral and the Proceeds thereof securing the Non-Tranche 3 Secured Obligations shall be entitled to a first priority security interest in all Collateral, superior and prior to the rights Liens of the holders of (or claimants in respect of) the Second Priority Secured Tranche 3 Obligations with respect thereto, which rights of thereto as set forth in this Section 14 and in the holders of Second Priority Obligations to any and all Collateral shall be subject to the prior interests of the holders of the First Priority Secured Obligations under the Collateral Documents; andSecurity Agreement. (ii) the The holders of the Second Priority Secured Tranche 3 Obligations and each Tranche 3 Guarantor (or any Affiliate thereof) which obtains a claim in respect of the Tranche 3 Obligations, in each case, for themselves and their successors and assigns, hereby acknowledge and agree for the benefit of the First Priority other Secured Creditors that they shall not be entitled to receive, in respect of the Second Priority Secured Tranche 3 Obligations held by them, any of the proceeds of any Collateral following the occurrence of an Event of Default or received as a result of the enforcement of rights pursuant to the Collateral Security Documents until all First Priority Non-Tranche 3 Secured Obligations have been indefeasibly paid in full in cash or cash equivalentscash. The Tranche 3 Revolving Loan Banks (for themselves and their successors and assigns) hereby agree that, unless to the Credit Agreement Termination Date (as defined extent that their outstanding Tranche 3 Revolving Loans are excluded for purposes of determining the "Required Banks" in accordance with the last sentence appearing in the Security Agreement as amended on the Closing Date pursuant to Section 4) has occurred and no First Priority Secured Obligations are outstandingdefinition thereof, they shall have no rights to institute foreclosure or other enforcement rights under the Collateral Documents or any other Credit Document or otherwiseSecurity Documents, but shall only be entitled to share in the proceeds of the Collateral as realized and following the indefeasible payment in full in cash or cash equivalents of all First Priority Non-Tranche 3 Secured Obligations. The foregoing provisions shall not affect, or impair, the right of the Banks to accelerate the maturity of any Loans pursuant to Section 8 hereof or to institute legal proceedings (not including enforcement actions with respect to the Collateral) to collect amounts due pursuant to this Agreement. (iii) Until all First Priority Non-Tranche 3 Secured Obligations have been indefeasibly paid in full in cash or cash equivalentscash, each holder of the Second Priority Secured Obligations Tranche 3 Obligations, and each Tranche 3 Guarantor who obtains a claim in respect of the Tranche 3 Obligations, in each case, hereby agrees (x) not to exercise, with respect to the Second Priority Secured Tranche 3 Obligations, any right of setoff or counterclaim with respect to the Collateral or any Proceeds thereof, (y) that all Proceeds of Collateral shall be paid to the Collateral Administrative Agent for application to the First Priority Non-Tranche 3 Secured Obligations and (z) that any Proceeds of Collateral received by any holder of (or claimant in respect of) the Second Priority Secured Tranche 3 Obligations in its capacity as such and any other cash or other property received by any holder of (or claimant in respect of) the Tranche 3 Obligations in its capacity as such shall be segregated and held in trust and paid over to the Collateral Administrative Agent for the benefit of the holders of all Non-Tranche 3 Secured Obligations (in accordance with the priorities set forth above) in the same form as received, with any necessary endorsements. (iv) The If the Collateral Agent releases its liens in any Collateral in connection with the sale, lease, transfer or other disposition thereof, the holders of (and claimants in respect of) the Second Priority Secured Tranche 3 Obligations acknowledge shall execute and agree that Collateral (or Liens thereon pursuant deliver to the Collateral Documents) may be released from the security interests created pursuant to Agent such termination statements, release documents, consents and other documents as the Collateral Documents Agent may request to effectively release, and facilitate the release of, the Liens held by the Collateral Agent in accordance with the requirements of the respective Collateral Documents and, except as expressly required thereby, no consent of the holders of the Second Priority Secured Obligations shall be required in connection therewithsuch Collateral. The foregoing provisions of this Section 14.01 shall be effective at all times during the term of this Agreement, and notwithstanding (without limitation): (i) the initiation of any bankruptcy, moratorium, reorganization or other insolvency proceeding with respect to Communications, the Borrower Holdings or any of their Subsidiariesits Subsidiaries (and all references to Holdings or any of its Subsidiaries shall include any such entity as debtor in possession or any receiver or trustee for such entity); (ii) the priorities which would otherwise result under the terms of the respective Collateral Security Documents or under applicable law; (iii) the taking of possession of any Collateral by any Tranche 3 Revolving Loan Bank; or (iv) any other matter whatsoever; and shall continue in full force and effect until the Total Commitment has terminated and all Secured Obligations have been repaid in full.