Common use of Releases and Related Matters Clause in Contracts

Releases and Related Matters. (a) The Junior Lien Collateral Trustee, for itself and on behalf of each other Junior Priority Party, agrees that, in the event of a sale, transfer or other disposition of any specified item of Shared Collateral (A) by, or with the consent of, both of Tenaska and the Junior Lien Collateral Trustee, (B) permitted under the Operative Documents or (C) pursuant to an Enforcement Action, the Liens granted to the Junior Lien Collateral Trustee and the other Junior Priority Parties upon such Shared Collateral to secure Junior Priority Obligations shall (whether or not any Insolvency or Liquidation Proceeding is pending at such time) terminate and be released, immediately and automatically and without any further action, concurrently with the termination and release of all Liens granted upon such Shared Collateral to secure Senior Obligations; provided that the Liens securing the Senior Obligations and the Junior Priority Obligations will attach to the Proceeds of the sale, transfer or other disposition on the same basis of priority as the Liens on the Shared Collateral securing the Senior Obligations rank to the Liens on the Shared Collateral securing the Junior Priority Obligations pursuant to this Agreement. Upon delivery to a Junior Lien Collateral Trustee of an executed certificate of a Responsible Officer stating that any such termination and release of Liens on the Shared Collateral securing the Senior Obligations has become effective and is in compliance with this Agreement (or shall become effective concurrently with such termination and release of the Liens granted to the Junior Priority Parties and the Junior Lien Collateral Trustee, and will be in compliance with this Agreement), and any necessary or proper instruments of termination or release prepared by the Borrower or any other Grantor, the Junior Lien Collateral Trustee will promptly execute, deliver or acknowledge, at the Borrower’s or the other applicable Grantor’s sole cost and expense, such instruments reasonably requested by the Borrower or any other Grantor to evidence such termination and release of the Liens. Nothing in this Section 5.01(a) will be deemed to affect any agreement of the Junior Lien Collateral Trustee, for itself and on behalf of the other Junior Priority Parties, to release the Liens on the Junior Priority Collateral as set forth in the relevant Junior Priority Debt Documents. (b) Unless and until the Discharge of Senior Obligations has occurred, the Junior Lien Collateral Trustee, for itself and on behalf of each other Junior Priority Party, hereby consents to the application, whether prior to or after an event of default under any Transaction Agreement, of proceeds of Shared Collateral to the repayment of Senior Obligations pursuant to the Transaction Agreements, provided that nothing in this Section 5.01(b) shall be construed to prevent or impair the rights of the Junior Lien Collateral Trustee or the other Junior Priority Parties to receive proceeds in connection with the Junior Priority Obligations not otherwise in contravention of this Agreement; provided, further, that the immediately preceding proviso shall not apply and such proceeds shall be subject to Section 4.02 in the event the Junior Lien Collateral Trustee or any Junior Priority Party receives proceeds of Shared Collateral in connection with the exercise by the Junior Lien Collateral Trustee of its rights under Section 3.01(a)(ii)(F). (c) Notwithstanding anything to the contrary in any Junior Priority Collateral Document, in the event the terms of a Senior Collateral Document and a Junior Priority Collateral Document each require any Grantor to (i) make any payments in respect of any item of Shared Collateral to, (ii) deliver or afford control over any item of Shared Collateral to, or deposit any item of Shared Collateral with, (iii) register ownership of any item of Shared Collateral in the name of or make an assignment of ownership of any Shared Collateral or the rights thereunder to,

Releases and Related Matters. (a) The Junior Second Lien Collateral TrusteeAgent, for itself and on behalf of each other Junior Priority Party, agrees that, in the event of (i) a sale, transfer or other disposition of any specified item of Shared Collateral (including all or substantially all of the equity interests of any Subsidiary of the Parent Guarantor) or (ii) a termination and release of a Subsidiary Guarantor from its obligations under its guaranty of Senior Obligations, in each case, (A) by, or with the consent of, both of Tenaska the First Lien Collateral Agent and the Junior Second Lien Collateral TrusteeAgent, (B) permitted under both of the Operative Senior Debt Documents and the Junior Priority Debt Documents or (C) pursuant to an Enforcement Action, the Liens granted to the Junior Second Lien Collateral Trustee Agent and the other Junior Priority Parties upon such Shared Collateral to secure Junior Priority Obligations and/or the obligations of such Subsidiary Guarantor under its guaranty of the Junior Obligations, as applicable, shall (whether or not any Insolvency or Liquidation Proceeding is pending at such time) terminate and be released, immediately and automatically and without any further action, concurrently with the termination and release of all Liens granted upon such Shared Collateral to secure Senior Obligations and/or the termination and release of all obligations of such Subsidiary Guarantor under its guaranty of Senior Obligations, as applicable; provided that the Liens securing the Senior Obligations and the Junior Priority Obligations will attach to the Proceeds of the sale, transfer or other disposition on the same basis of priority as the Liens on the Shared Collateral securing the Senior Obligations rank to the Liens on the Shared Collateral securing the Junior Priority Obligations pursuant to this Agreement. Upon delivery to a Junior Second Lien Collateral Trustee Agent of an executed certificate of a Responsible Officer stating that any such termination and release of Liens on the Shared Collateral securing the Senior Obligations and/or such termination and release of such Subsidiary Guarantor from its obligations under its guaranty of Senior Obligations, as the case may be, has become effective and is in compliance with this Agreement (or shall become effective concurrently with such termination and release of the Liens granted to the Junior Priority Parties and the Junior Second Lien Collateral TrusteeAgent and/or such termination and release of such Subsidiary Guaranty under its guaranty of Junior Obligations, as applicable, and will be in compliance with this Agreement), and any necessary or proper instruments of termination or release prepared by the Borrower or any other Grantor, the Junior Second Lien Collateral Trustee Agent will promptly execute, deliver or acknowledge, at the Borrower’s or the other applicable Grantor’s sole cost and expense, such instruments reasonably requested by the Borrower or any other Grantor to evidence such termination and release of the LiensLiens or of such Subsidiary Guarantor from its obligations under its guaranty of Junior Obligations. Nothing in this Section 5.01(a) will be deemed to affect any agreement of the Junior Second Lien Collateral TrusteeAgent, for itself and on behalf of the other Junior Priority Parties, to release the Liens on the Junior Priority Collateral as set forth in the relevant Junior Priority Debt Documents. (b) Other than for purposes of clause (A) of Section 5.01(a), the Second Lien Collateral Agent, for itself and on behalf of each other Junior Priority Party, hereby irrevocably constitutes and appoints the First Lien Collateral Agent and any officer or agent of the First Lien Collateral Agent, with full power of substitution, as its true and lawful attorney-in-fact with full irrevocable power and authority in the place and stead of the Second Lien Collateral Agent or other Junior Priority Party or in the First Lien Collateral Agent’s own name, from time to time in the First Lien Collateral Agent’s discretion, for the purpose of carrying out the terms of Section 5.01(a), to take any and all appropriate action and to execute any and all documents and instruments that may be necessary or desirable to accomplish the purposes of Section 5.01(a), including any termination statements, endorsements or other instruments of transfer or release. The First Lien Collateral Agent hereby agrees to take action reasonably requested by the Grantors to carry out the terms of this Section 5.01(b) or to accomplish the purposes of Section 5.01(a). (c) Unless and until the Discharge of Senior Obligations has occurred, the Junior Second Lien Collateral TrusteeAgent, for itself and on behalf of each other Junior Priority Party, hereby consents to the application, whether prior to or after an event of default under any Transaction AgreementSenior Debt Document, of proceeds of Shared Collateral to the repayment of Senior Obligations pursuant to the Transaction AgreementsSenior Debt Documents, provided that nothing in this Section 5.01(b5.01(c) shall be construed to prevent or impair the rights of the Junior Second Lien Collateral Trustee Agent or the other Junior Priority Parties to receive proceeds in connection with the Junior Priority Obligations not otherwise in contravention of this Agreement; provided, provided further, that the immediately preceding proviso shall not apply and such proceeds shall be subject to Section 4.02 in the event the Junior Second Lien Collateral Trustee Agent or any Junior Priority Party receives proceeds of Shared Collateral in connection with the exercise by the Junior Second Lien Collateral Trustee Agent of its rights under Section 3.01(a)(ii)(F). (cd) Notwithstanding anything to the contrary in any Junior Priority Collateral Document, in the event the terms of a Senior Collateral Document and a Junior Priority Collateral Document each require any Grantor to (i) make any payments in respect of any item of Shared Collateral to, (ii) deliver or afford control over any item of Shared Collateral to, or deposit any item of Shared Collateral with, (iii) register ownership of any item of Shared Collateral in the name of or make an assignment of ownership of any Shared Collateral or the rights thereunder to,, (iv) cause any securities intermediary, commodity intermediary or other Person acting in a similar capacity to agree to comply, in respect of any item of Shared Collateral, with instructions or orders from, or to treat, in respect of any item of Shared Collateral, as the entitlement holder, (v) hold any item of Shared Collateral in trust for (to the extent such item of Shared Collateral cannot be held in trust for multiple parties under applicable law), (vi) obtain the agreement of a bailee or other third party to hold any item of Shared Collateral for the benefit of or subject to the control of or, in respect of any item of Shared Collateral, to follow the instructions of or (vii) obtain the agreement of a landlord with respect to access to leased premises where any item of Shared Collateral is located or waivers or subordination of rights with respect to any item of Shared Collateral in favor of, in any case, both the First Lien Collateral Agent or any other Senior Secured Party, on the one hand, and the Second Lien Collateral Agent or any other Junior Priority Party, on the other hand, such Grantor may, until the Discharge of Senior Obligations has occurred, comply with such requirement under any applicable Junior Priority Collateral Document as it relates to such Shared Collateral by taking any of the actions set forth above only with respect to, or in favor of, the First Lien Collateral Agent or other Senior Secured Party; provided, notwithstanding anything to the contrary, any action or compliance with respect to the foregoing by any Grantor shall not cause a default or event of default to exist under any Senior Debt Document or any Junior Priority Document.

Releases and Related Matters. (a) The Junior Second Lien Collateral TrusteeAgent, for itself and on behalf of each other Junior Priority Party, agrees that, in the event of (i) a sale, transfer or other disposition of any specified item of Shared Collateral (including all or substantially all of the equity interests of any Subsidiary of the Parent Guarantor) or (ii) a termination and release of a Subsidiary Guarantor from its obligations under its guaranty of Senior Obligations, in each case, (A) by, or with the consent of, both of Tenaska the First Lien Collateral Agent and the Junior Second Lien Collateral TrusteeAgent, (B) permitted under both of the Operative Senior Debt Documents and the Junior Priority Debt Documents or (C) pursuant to an Enforcement Action, the Liens granted to the Junior Second Lien Collateral Trustee Agent and the other Junior Priority Parties upon such Shared Collateral to secure Junior Priority Obligations and/or the obligations of such Subsidiary Guarantor under its guaranty of the Junior Obligations, as applicable, shall (whether or not any Insolvency or Liquidation Proceeding is pending at such time) terminate and be released, immediately and automatically and without any further action, concurrently with the termination and release of all Liens granted upon such Shared Collateral to secure Senior Obligations and/or the termination and release of all obligations of such Subsidiary Guarantor under its guaranty of Senior Obligations, as applicable; provided that the Liens securing the Senior Obligations and the Junior Priority Obligations will attach to the Proceeds of the sale, transfer or other disposition on the same basis of priority as the Liens on the Shared Collateral securing the Senior Obligations rank to the Liens on the Shared Collateral securing the Junior Priority Obligations pursuant to this Agreement. Upon delivery to a Junior Second Lien Collateral Trustee Agent of an executed certificate of a Responsible Officer stating that any such termination and release of Liens on the Shared Collateral securing the Senior Obligations and/or such termination and release of such Subsidiary Guarantor from its obligations under its guaranty of Senior Obligations, as the case may be, has become effective and is in compliance with this Agreement (or shall become effective concurrently with such termination and release of the Liens granted to the Junior Priority Parties and the Junior Second Lien Collateral TrusteeAgent and/or such termination and release of such Subsidiary Guaranty under its guaranty of Junior Obligations, as applicable, and will be in compliance with this Agreement), and any necessary or proper instruments of termination or release prepared by the Borrower or any other Grantor, the Junior Second Lien Collateral Trustee Agent will promptly execute, deliver or acknowledge, at the Borrower’s or the other applicable Grantor’s sole cost and expense, such instruments reasonably requested by the Borrower or any other Grantor to evidence such termination and release of the LiensLiens or of such Subsidiary Guarantor from its obligations under its guaranty of Junior Obligations. Nothing in this Section 5.01(a) will be deemed to affect any agreement of the Junior Second Lien Collateral TrusteeAgent, for itself and on behalf of the other Junior Priority Parties, to release the Liens on the Junior Priority Collateral as set forth in the relevant Junior Priority Debt Documents. (b) Other than for purposes of clause (A) of Section 5.01(a), the Second Lien Collateral Agent, for itself and on behalf of each other Junior Priority Party, hereby irrevocably constitutes and appoints the First Lien Collateral Agent and any officer or agent of the First Lien Collateral Agent, with full power of substitution, as its true and lawful attorney-in-fact with full irrevocable power and authority in the place and stead of the Second Lien Collateral Agent or other Junior Priority Party or in the First Lien Collateral Agent’s own name, from time to time in the First Lien Collateral Agent’s discretion, for the purpose of carrying out the terms of Section 5.01(a), to take any and all appropriate action and to execute any and all documents and instruments that may be necessary or desirable to accomplish the purposes of Section 5.01(a), including any termination statements, endorsements or other instruments of transfer or release. The First Lien Collateral Agent hereby agrees to take action reasonably requested by the Grantors to carry out the terms of this Section 5.01(b) or to accomplish the purposes of Section 5.01(a). (c) Unless and until the Discharge of Senior Obligations has occurred, the Junior Second Lien Collateral TrusteeAgent, for itself and on behalf of each other Junior Priority Party, hereby consents to the application, whether prior to or after an event of default under any Transaction AgreementSenior Debt Document, of proceeds Proceeds of Shared Collateral to the repayment of Senior Obligations pursuant to the Transaction Agreements, Senior Debt Documents; provided that nothing in this Section 5.01(b5.01(c) shall be construed to prevent or impair the rights of the Junior Second Lien Collateral Trustee Agent or the other Junior Priority Parties to receive proceeds required payments of interest, principal and other amounts in connection with respect of the Junior Priority Obligations not otherwise in contravention of this Agreement; provided, provided further, that the immediately preceding proviso shall not apply and such proceeds payments shall be subject to Section 4.02 in the event the Junior Second Lien Collateral Trustee Agent or any Junior Priority Party receives proceeds such payments from Proceeds of Shared Collateral in connection with the exercise by the Junior Second Lien Collateral Trustee Agent of its rights under Section 3.01(a)(ii)(F). (cd) Notwithstanding anything to the contrary in any Junior Priority Collateral Document, in the event the terms of a Senior Collateral Document and a Junior Priority Collateral Document each require any Grantor to (i) make any payments in respect of any item of Shared Collateral to, (ii) deliver or afford control over any item of Shared Collateral to, or deposit any item of Shared Collateral with, (iii) register ownership of any item of Shared Collateral in the name of or make an assignment of ownership of any Shared Collateral or the rights thereunder to,, (iv) cause any securities intermediary, commodity intermediary or other Person acting in a similar capacity to agree to comply, in respect of any item of Shared Collateral, with instructions or orders from, or to treat, in respect of any item of Shared Collateral, as the entitlement holder, (v) hold any item of Shared Collateral in trust for (to the extent such item of Shared Collateral cannot be held in trust for multiple parties under applicable law), (vi) obtain the agreement of a bailee or other third party to hold any item of Shared Collateral for the benefit of or subject to the control of or, in respect of any item of Shared Collateral, to follow the instructions of or (vii) obtain the agreement of a landlord with respect to access to leased premises where any item of Shared Collateral is located or waivers or subordination of rights with respect to any item of Shared Collateral in favor of, in any case, both the First Lien Collateral Agent or any other Senior Secured Party, on the one hand, and the Second Lien Collateral Agent or any other Junior Priority Party, on the other hand, such Grantor may, until the Discharge of Senior Obligations has occurred, comply with such requirement under any applicable Junior Priority Collateral Document as it relates to such Shared Collateral by taking any of the actions set forth above only with respect to, or in favor of, the First Lien Collateral Agent or other Senior Secured Party; provided, notwithstanding anything to the contrary, any action or compliance with respect to the foregoing by any Grantor shall not cause a default or event of default to exist under any Senior Debt Document or any Junior Priority Document.

Releases and Related Matters. (a) The Junior Third Lien Collateral Trustee[Agent][Trustee], for itself and on behalf of each other Junior Priority Third Lien Party, agrees that, in the event of (i) a sale, transfer or other disposition of any specified item of Shared Collateral (including all or substantially all of the equity interests of any Subsidiary of the Parent Guarantor) or (ii) a termination and release of a Subsidiary Guarantor from its obligations under its guaranty of Priority Obligations, in each case, (A) by, or with the consent of, both of Tenaska the Priority Agents and the Junior Third Lien Collateral [Agent] [Trustee], (B) permitted under the Operative Priority Debt Documents and the Third Lien Debt Documents or (C) pursuant to an Enforcement Action, the Liens granted to the Junior Third Lien Collateral Trustee [Agent][Trustee] and the other Junior Priority Third Lien Parties upon such Shared Collateral to secure Junior Priority Third Lien Obligations and/or the obligations of such Subsidiary Guarantor under its guaranty of the Third Lien Obligations, as applicable, shall (whether or not any Insolvency or Liquidation Proceeding is pending at such time) terminate and be released, immediately and automatically and without any further action, concurrently with the termination and release of all Liens granted upon such Shared Collateral to secure Senior Priority Obligations and/or the termination and release of all obligations of such Subsidiary Guarantor under its guaranty of Priority Obligations, as applicable; provided that the Liens securing the Senior Priority Obligations and the Junior Priority Third Lien Obligations will attach to the Proceeds of the sale, transfer or other disposition on the same basis of priority as the Liens on the Shared Collateral securing the Senior Priority Obligations rank to the Liens on the Shared Collateral securing the Junior Priority Third Lien Obligations pursuant to this Agreement. Upon delivery to a Junior Third Lien Collateral Trustee [Agent][Trustee] of an executed certificate of a Responsible Officer responsible officer stating that any such termination and release of Liens on the Shared Collateral securing the Senior Priority Obligations and/or such termination and release of such Subsidiary Guarantor from its obligations under its guaranty of Priority Obligations, as the case may be, has become effective and is in compliance with this Agreement (or shall become effective concurrently with such termination and release of the Liens granted to the Junior Priority Third Lien Parties and the Junior Third Lien Collateral Trustee[Agent][Trustee] and/or such termination and release of such Subsidiary Guaranty under its guaranty of Third Lien Obligations, as applicable, and will be in compliance with this Agreement), and any necessary or proper instruments of termination or release prepared by the Borrower or any other Grantor, the Junior Third Lien Collateral Trustee [Agent][Trustee] will promptly execute, deliver or acknowledge, at the Borrower’s or the other applicable Grantor’s sole cost and expense, such instruments reasonably requested by the Borrower necessary or any other Grantor proper to evidence such termination and release of the LiensLiens or of such Subsidiary Guarantor from its obligations under its guaranty of Third Lien Obligations. Nothing in this Section 5.01(a) will be deemed to affect any agreement of the Junior Third Lien Collateral Trustee[Agent][Trustee], for itself and on behalf of the other Junior Priority Third Lien Parties, to release the Liens on the Junior Priority Third Lien Collateral as set forth in the relevant Junior Priority Third Lien Debt Documents. (b) Unless and until the Discharge Other than for purposes of Senior Obligations has occurredclause (A) of Section 5.01(a), the Junior Third Lien Collateral Trustee[Agent][Trustee], for itself and on behalf of each other Junior Third Lien Party, hereby irrevocably constitutes and appoints the Designated Priority Agent and any officer or agent of the Designated Priority Agent, with full power of substitution, as its true and lawful attorney-in-fact with full irrevocable power and authority in the place and stead of the Third Lien Collateral [Agent][Trustee] or other Third Lien Party or in the Designated Priority Agent’s own name, from time to time in the Designated Priority Agent’s discretion, for the purpose of carrying out the terms of Section 5.01(a), to take any and all appropriate action and to execute any and all documents and instruments that may be necessary or desirable to accomplish the purposes of Section 5.01(a), including any termination statements, endorsements or other instruments of transfer or release. The Designated Priority Agent hereby agrees to take action reasonably requested by the Grantors to carry out the terms of this Section 5.01(b) or to accomplish the purposes of Section 5.01(a). (c) Unless and until the Discharge of Priority Obligations has occurred, the Third Lien Collateral [Agent][Trustee], for itself and on behalf of each other Third Lien Party, hereby consents to the application, whether prior to or after an event of default under any Transaction AgreementPriority Debt Document, of proceeds of Shared Collateral to the repayment of Senior Priority Obligations pursuant to the Transaction AgreementsPriority Debt Documents, provided that nothing in this Section 5.01(b5.01(c) shall be construed to prevent or impair the rights of the Junior Third Lien Collateral Trustee [Agent][Trustee] or the other Junior Priority Third Lien Parties to receive proceeds in connection with the Junior Priority Third Lien Obligations not otherwise in contravention of this Agreement; provided, provided further, that the immediately preceding proviso shall not apply and such proceeds shall be subject to Section 4.02 in the event the Junior Third Lien Collateral Trustee [Agent][Trustee] or any Junior Priority Third Lien Party receives proceeds of Shared Collateral in connection with the exercise by the Junior Third Lien Collateral Trustee [Agent][Trustee] of its rights under Section 3.01(a)(ii)(F). (cd) Notwithstanding anything to the contrary in any Junior Priority Third Lien Collateral Document, in the event the terms of a Senior Priority Collateral Document and a Junior Priority Third Lien Collateral Document each require any Grantor to (i) make any payments in respect of any item of Shared Collateral to, (ii) deliver or afford control over any item of Shared Collateral to, or deposit any item of Shared Collateral with, (iii) register ownership of any item of Shared Collateral in the name of or make an assignment of ownership of any Shared Collateral or the rights thereunder to,, (iv) cause any securities intermediary, commodity intermediary or other Person acting in a similar capacity to agree to comply, in respect of any item of Shared Collateral, with instructions or orders from, or to treat, in respect of any item of Shared Collateral, as the entitlement holder, (v) hold any item of Shared Collateral in trust for (to the extent such item of Shared Collateral cannot be held in trust for multiple parties under applicable law), (vi) obtain the agreement of a bailee or other third party to hold any item of Shared Collateral for the benefit of or subject to the control of or, in respect of any item of Shared Collateral, to follow the instructions of or (vii) obtain the agreement of a landlord with respect to access to leased premises where any item of Shared Collateral is located or waivers or subordination of rights with respect to any item of Shared Collateral in favor of, in any case, any Priority Agent or any other Priority Secured Party, on the one hand, and the Third Lien Collateral [Agent][Trustee] or any other Third Lien Party, on the other hand, such Grantor may, until the Discharge of Priority Obligations has occurred, comply with such requirement under any applicable Third Lien Collateral Document as it relates to such Shared Collateral by taking any of the actions set forth above only with respect to, or in favor of, the applicable Priority Agent or other Priority Secured Party; provided, notwithstanding anything to the contrary, any action or compliance with respect to the foregoing by any Grantor shall not cause a default or event of default to exist under any Priority Debt Document or any Third Lien Debt Document.

Releases and Related Matters. (a) The Junior Third Lien Collateral Trustee[Agent][Trustee], for itself and on behalf of each other Junior Priority Third Lien Party, agrees that, in the event of (i) a sale, transfer or other disposition of any specified item of Shared Collateral (including all or substantially all of the equity interests of any Subsidiary of the Parent Guarantor) or (ii) a termination and release of a Subsidiary Guarantor from its obligations under its guaranty of Priority Obligations, in each case, (A) by, or with the consent of, both of Tenaska the Priority Agents and the Junior Third Lien Collateral [Agent] [Trustee], (B) permitted under the Operative Priority Debt Documents and the Third Lien Debt Documents or (C) pursuant to an Enforcement Action, the Liens granted to the Junior Third Lien Collateral Trustee [Agent][Trustee] and the other Junior Priority Third Lien Parties upon such Shared Collateral to secure Junior Priority Third Lien Obligations and/or the obligations of such Subsidiary Guarantor under its guaranty of the Third Lien Obligations, as applicable, shall (whether or not any Insolvency or Liquidation Proceeding is pending at such time) terminate and be released, immediately and automatically and without any further action, concurrently with the termination and release of all Liens granted upon such Shared Collateral to secure Senior Priority Obligations and/or the termination and release of all obligations of such Subsidiary Guarantor under its guaranty of Priority Obligations, as applicable; provided that the Liens securing the Senior Priority Obligations and the Junior Priority Third Lien Obligations will attach to the Proceeds of the sale, transfer or other disposition on the same basis of priority as the Liens on the Shared Collateral securing the Senior Priority Obligations rank to the Liens on the Shared Collateral securing the Junior Priority Third Lien Obligations pursuant to this Agreement. Upon delivery to a Junior Third Lien Collateral Trustee [Agent][Trustee] of an executed certificate of a Responsible Officer responsible officer stating that any such termination and release of Liens on the Shared Collateral securing the Senior Priority Obligations and/or such termination and release of such Subsidiary Guarantor from its obligations under its guaranty of Priority Obligations, as the case may be, has become effective and is in compliance with this Agreement (or shall become effective concurrently with such termination and release of the Liens granted to the Junior Priority Third Lien Parties and the Junior Third Lien Collateral Trustee[Agent][Trustee] and/or such termination and release of such Subsidiary Guaranty under its guaranty of Third Lien Obligations, as applicable, and will be in compliance with this Agreement), and any necessary or proper instruments of termination or release prepared by the Borrower or any other Grantor, the Junior Third Lien Collateral Trustee [Agent][Trustee] will promptly execute, deliver or acknowledge, at the Borrower’s or the other applicable Grantor’s sole cost and expense, such instruments reasonably requested by the Borrower necessary or any other Grantor proper to evidence such termination and release of the LiensLiens or of such Subsidiary Guarantor from its obligations under its guaranty of Third Lien Obligations. Nothing in this Section 5.01(a) will be deemed to affect any agreement of the Junior Third Lien Collateral Trustee[Agent][Trustee], for itself and on behalf of the other Junior Priority Third Lien Parties, to release the Liens on the Junior Priority Third Lien Collateral as set forth in the relevant Junior Priority Third Lien Debt Documents. (b) Unless and until the Discharge Other than for purposes of Senior Obligations has occurredclause (A) of Section 5.01(a), the Junior Third Lien Collateral Trustee[Agent][Trustee], for itself and on behalf of each other Junior Third Lien Party, hereby irrevocably constitutes and appoints the Designated Priority Agent and any officer or agent of the Designated Priority Agent, with full power of substitution, as its true and lawful attorney-in-fact with full irrevocable power and authority in the place and stead of the Third Lien Collateral [Agent][Trustee] or other Third Lien Party or in the Designated Priority Agent’s own name, from time to time in the Designated Priority Agent’s discretion, for the purpose of carrying out the terms of Section 5.01(a), to take any and all appropriate action and to execute any and all documents and instruments that may be necessary or desirable to accomplish the purposes of Section 5.01(a), including any termination statements, endorsements or other instruments of transfer or release. The Designated Priority Agent hereby agrees to take action reasonably requested by the Grantors to carry out the terms of this Section 5.01(b) or to accomplish the purposes of Section 5.01(a). (c) Unless and until the Discharge of Priority Obligations has occurred, the Third Lien Collateral [Agent][Trustee], for itself and on behalf of each other Third Lien Party, hereby consents to the application, whether prior to or after an event of default under any Transaction AgreementPriority Debt Document, of proceeds Proceeds of Shared Collateral to the repayment of Senior Priority Obligations pursuant to the Transaction AgreementsPriority Debt Documents, provided that nothing in this Section 5.01(b5.01(c) shall be construed to prevent or impair the rights of the Junior Third Lien Collateral Trustee [Agent][Trustee] or the other Junior Priority Third Lien Parties to receive proceeds in connection with the Junior Priority Third Lien Obligations not otherwise in contravention of this Agreement; provided, provided further, that the immediately preceding proviso shall not apply and such proceeds shall be subject to Section 4.02 in the event the Junior Third Lien Collateral Trustee [Agent][Trustee] or any Junior Priority Third Lien Party receives proceeds of Shared Collateral in connection with the exercise by the Junior Third Lien Collateral Trustee [Agent][Trustee] of its rights under Section 3.01(a)(ii)(F). (cd) Notwithstanding anything to the contrary in any Junior Priority Third Lien Collateral Document, in the event the terms of a Senior Priority Collateral Document and a Junior Priority Third Lien Collateral Document each require any Grantor to (i) make any payments in respect of any item of Shared Collateral to, (ii) deliver or afford control over any item of Shared Collateral to, or deposit any item of Shared Collateral with, (iii) register ownership of any item of Shared Collateral in the name of or make an assignment of ownership of any Shared Collateral or the rights thereunder to,, (iv) cause any securities intermediary, commodity intermediary or other Person acting in a similar capacity to agree to comply, in respect of any item of Shared Collateral, with instructions or orders from, or to treat, in respect of any item of Shared Collateral, as the entitlement holder, (v) hold any item of Shared Collateral in trust for (to the extent such item of Shared Collateral cannot be held in trust for multiple parties under applicable law), (vi) obtain the agreement of a bailee or other third party to hold any item of Shared Collateral for the benefit of or subject to the control of or, in respect of any item of Shared Collateral, to follow the instructions of or (vii) obtain the agreement of a landlord with respect to access to leased premises where any item of Shared Collateral is located or waivers or subordination of rights with respect to any item of Shared Collateral in favor of, in any case, any Priority Agent or any other Priority Secured Party, on the one hand, and the Third Lien Collateral [Agent][Trustee] or any other Third Lien Party, on the other hand, such Grantor may, until the Discharge of Priority Obligations has occurred, comply with such requirement under any applicable Third Lien Collateral Document as it relates to such Shared Collateral by taking any of the actions set forth above only with respect to, or in favor of, the applicable Priority Agent or other Priority Secured Party; provided, notwithstanding anything to the contrary, any action or compliance with respect to the foregoing by any Grantor shall not cause a default or event of default to exist under any Priority Debt Document or any Third Lien Debt Document.

Releases and Related Matters. (a) The Junior Lien Collateral Trustee, for itself and on behalf of each other Junior Priority Party, agrees that, in the event of a sale, transfer or other disposition of any specified item of Shared Collateral (A) by, or with the consent of, both of Tenaska and the Junior Lien Collateral Trustee, (B) permitted under the Operative Documents or (C) pursuant to an Enforcement Action, the Liens granted to the Junior Lien Collateral Trustee and the other Junior Priority Parties upon such Shared Collateral to secure Junior Priority Obligations shall (whether or not any Insolvency or Liquidation Proceeding is pending at such time) terminate and be released, immediately and automatically and without any further action, concurrently with the termination and release of all Liens granted upon such Shared Collateral to secure Senior Obligations; provided that the Liens securing the Senior Obligations and the Junior Priority Obligations will attach to the Proceeds of the sale, transfer or other disposition on the same basis of priority as the Liens on the Shared Collateral securing the Senior Obligations rank to the Liens on the Shared Collateral securing the Junior Priority Obligations pursuant to this Agreement. Upon delivery to a Junior Lien Collateral Trustee of an executed certificate of a Responsible Officer stating that any such termination and release of Liens on the Shared Collateral securing the Senior Obligations has become effective and is in compliance with this Agreement (or shall become effective concurrently with such termination and release of the Liens granted to the Junior Priority Parties and the Junior Lien Collateral Trustee, and will be in compliance with this Agreement), and any necessary or proper instruments of termination or release prepared by the Borrower or any other Grantor, the Junior Lien Collateral Trustee will promptly execute, deliver or acknowledge, at the Borrower’s or the other applicable Grantor’s sole cost and expense, such instruments reasonably requested by the Borrower or any other Grantor to evidence such termination and release of the Liens. Nothing in this Section 5.01(a) will be deemed to affect any agreement of the Junior Lien Collateral Trustee, for itself and on behalf of the other Junior Priority Parties, to release the Liens on the Junior Priority Collateral as set forth in the relevant Junior Priority Debt Documents. (b) Unless and until the Discharge of Senior Obligations has occurred, the Junior Lien Collateral Trustee, for itself and on behalf of each other Junior Priority Party, hereby consents to the application, whether prior to or after an event of default under any Transaction Agreement, of proceeds of Shared Collateral to the repayment of Senior Obligations pursuant to the Transaction Agreements, provided that nothing in this Section 5.01(b) shall be construed to prevent or impair the rights of the Junior Lien Collateral Trustee or the other Junior Priority Parties to receive proceeds in connection with the Junior Priority Obligations not otherwise in contravention of this Agreement; provided, further, that the immediately preceding proviso shall not apply and such proceeds shall be subject to Section 4.02 in the event the Junior Lien Collateral Trustee or any Junior Priority Party receives proceeds of Shared Collateral in connection with the exercise by the Junior Lien Collateral Trustee of its rights under Section 3.01(a)(ii)(F). (c) Notwithstanding anything to the contrary in any Junior Priority Collateral Document, in the event the terms of a Senior Collateral Document and a Junior Priority Collateral Document each require any Grantor to (i) make any payments in respect of any item of Shared Collateral to, (ii) deliver or afford control over any item of Shared Collateral to, or deposit any item of Shared Collateral with, (iii) register ownership of any item of Shared Collateral in the name of or make an assignment of ownership of any Shared Collateral or the rights thereunder to,