Common use of Priority of Security Interests Clause in Contracts

Priority of Security Interests. Notwithstanding (i) any contrary provision of the Fiber Exchange Agreement or (ii) any priority in time of creation of any lien or other encumbrance on AU Collateral by either AU or the Holdings Agent, or (iii) any provision of, or filing or recording under, the Uniform Commercial Code of any state or any other applicable statute, rule or regulation of the United States, the states thereof, their counties, municipalities or other subdivision, or any other applicable jurisdiction, AU and the AU Agent hereby agree that any security interest, pledge, mortgage, lien or other encumbrance granted to the Holdings Agent by GCI Cable in all or any part of the AU Collateral in order to secure the Holdings Credit Obligations is and shall be superior and prior in right of claim and payment to any security interest, pledge, mortgage, lien or other encumbrance granted to AU, whether now existing or hereafter vested, in any of the AU Collateral regardless of the time (x) when AU or the Holdings Agent shall acquire rights to any of the AU Collateral or (y) when GCI Cable incurs any obligations to AU. AU and the AU Agent agree that AU's and the AU Agent's subordination of the AU Security Interest shall continue until the full payment and performance of the Holdings Credit Obligations and said subordination shall apply without limitation with respect to any security interest, pledge, mortgage, lien or other encumbrance heretofore or hereafter granted to the Holdings Agent, in all or any part of the Holdings Collateral whether now owned or hereafter acquired.

Priority of Security Interests. Notwithstanding (i) any contrary provision of the Fiber Exchange Agreement or (ii) any priority in time of creation of any lien or other encumbrance on AU the GCI Cable Collateral by either AU GCI Cable or the Holdings AU Agent, or (iii) any provision of, or filing or recording under, the Uniform Commercial Code of any state or any other applicable statute, rule or regulation of the United States, the states thereof, their counties, municipalities or other subdivision, or any other applicable jurisdiction, AU GCI Cable and the AU Holdings Agent hereby agree that any security interest, pledge, mortgage, lien or other encumbrance granted to the Holdings AU Agent by GCI Cable AU in all or any part of the AU GCI Cable Collateral in order to secure the Holdings AU Credit Obligations is and shall be superior and prior in right of claim and payment to any security interest, pledge, mortgage, lien or other encumbrance granted to AUGCI Cable, whether now existing or hereafter vested, in any of the AU GCI Cable Collateral regardless of the time (x) when AU GCI Cable or the Holdings AU Agent shall acquire rights to any of the AU GCI Cable Collateral or (y) when GCI Cable AU incurs any obligations to AUGCI Cable. AU GCI Cable and the AU Holdings Agent agree that AUGCI Cable's and the AU Holdings Agent's subordination of the AU GCI Cable Security Interest shall continue until the full payment and performance of the Holdings AU Credit Obligations and said subordination shall apply without limitation with respect to any security interest, pledge, mortgage, lien or other encumbrance heretofore or hereafter granted to the Holdings AU Agent, in all or any part of the Holdings AU Lender Collateral whether now owned or hereafter acquired.

Priority of Security Interests. Notwithstanding The parties hereto agree and acknowledge (a) that each of the Revolving Secured Obligations, the Term Loan Secured Obligations and the Convertible Secured Obligations are “Senior Indebtedness” as defined in the Subordinated Indenture and the Subordinated Secured Obligations shall be subordinated thereto pursuant to the terms and conditions of this Agreement and the Subordinated Indenture, including without limitation Articles 11, 12 and 13 of the Subordinated Indenture and (b) that each of the Revolving Secured Obligations and the Term Loan Secured Obligations are “Senior Secured Indebtedness” as defined in the Convertible Indenture and the Convertible Secured Obligations shall be subordinated thereto pursuant to the terms and conditions of this Agreement and the Convertible Indenture, including without limitation Article 6 of the Convertible Indenture and each guaranty delivered in connection therewith. The priorities specified in this Agreement and in the Depositary Agreement (including, without limitation, in Section 3.6 thereof) with respect to (i) any contrary provision of the Fiber Exchange Agreement or Collateral, (ii) any priority in time all proceeds of creation of any lien or other encumbrance on AU the Collateral by either AU or the Holdings Agent, or and (iii) any provision ofall amounts and funds retained in accordance with the Depositary Agreement, or filing or recording under, the Uniform Commercial Code in each case are applicable irrespective of any state statement to the contrary in any other Transaction Document or any other applicable statuteagreement, rule the time or regulation order or method of attachment or perfection of Liens, the time or order of the United Statesfiling of financing statements, or the giving or failure to give notice of the acquisition or expected acquisition of purchase money or other security interests, and to the extent not provided for in this Agreement, the states thereofDepositary Agreement, their countiesthe Subordinated Indenture, municipalities or other subdivision, or any other applicable jurisdiction, AU the Convertible Indenture and the AU Agent hereby agree that any security interest, pledge, mortgage, lien or other encumbrance granted to the Holdings Agent by GCI Cable Guarantees (as defined in all or any part each of the AU Collateral in order to secure Subordinated Indenture and the Holdings Credit Obligations is Convertible Indenture) the rights and priorities of the Secured Parties shall be superior and prior determined in right of claim and payment to any security interest, pledge, mortgage, lien or other encumbrance granted to AU, whether now existing or hereafter vested, in any of the AU Collateral regardless of the time (x) when AU or the Holdings Agent shall acquire rights to any of the AU Collateral or (y) when GCI Cable incurs any obligations to AU. AU and the AU Agent agree that AU's and the AU Agent's subordination of the AU Security Interest shall continue until the full payment and performance of the Holdings Credit Obligations and said subordination shall apply without limitation accordance with respect to any security interest, pledge, mortgage, lien or other encumbrance heretofore or hereafter granted to the Holdings Agent, in all or any part of the Holdings Collateral whether now owned or hereafter acquiredapplicable law.