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INTERCREDITOR AGREEMENT

This INTERCREDITOR AGREEMENT is dated as of April 23, 2007, and entered into by and between U.S. BANK NATIONAL ASSOCIATION, in its capacity as collateral agent for the First Lien Secured Parties (as defined below), including its successors and assigns from time to time (the “ First Lien Collateral Agent ”), and U.S. BANK NATIONAL ASSOCIATION, in its capacity as collateral agent for the Second Lien Secured Parties (as defined below), including its successors and assigns from time to time (the “ Second Lien Collateral Agent ”).  Capitalized terms used herein but not otherwise defined herein have the meanings set forth in Section 1 below.

RECITALS

WHEREAS , iPCS, Inc. (the “ Company ”), the subsidiary guarantors party thereto and U.S. Bank National Association, as trustee, have entered into that certain indenture (as amended, restated, supplemented or otherwise modified from time to time, the “ First Lien Indenture ”), dated as of the date hereof, providing for the issuance of first lien senior secured floating rate notes (together with any additional first lien senior notes issued under the First Lien Indenture, the “ First Lien Notes ”) in an initial principal amount equal to $300.0 million;

WHEREAS , the Company, the subsidiary guarantors party thereto and U.S. Bank National Association, as trustee, have entered into that certain indenture (as amended, restated, supplemented or otherwise modified from time to time, the “ Second Lien Indenture ”), dated as of the date hereof, providing for the issuance of second lien senior secured floating rate toggle notes (together with any additional second lien senior notes issued under the Second Lien Indenture, the “ Second Lien Notes ”) in an initial principal amount equal to $175.0 million;

WHEREAS , the obligations of the Pledgors under the First Lien Indenture and the other First Lien Documents will be secured by substantially all the assets of the Company and certain Subsidiaries (such Subsidiaries and any future Subsidiaries of the Company that are obligors under any First Lien Documents, the “ Guarantor Subsidiaries ”), respectively, pursuant to the terms of the First Lien Security Documents;

WHEREAS , the obligations of the Pledgors under the Second Lien Indenture will be secured by substantially all the assets of the Company and the Guarantor Subsidiaries, respectively, pursuant to the terms of the Second Lien Security Documents; and

WHEREAS , in order to induce the First Lien Collateral Agent and the First Lien Secured Parties to consent to the Pledgors incurring the Second Lien Obligations and to induce the First Lien Secured Parties to extend credit and other financial accommodations and lend monies to or for the benefit of the Company, or any other Pledgor, the Second Lien Collateral Agent on behalf of the Second Lien Secured Parties has agreed to the provisions set forth in this Agreement.

NOW, THEREFORE , in consideration of the foregoing, the mutual covenants and obligations herein set forth and for other good and valuable consideration, the sufficiency and receipt of which are hereby acknowledged, the parties hereto, intending to be legally bound, hereby agree as follows:

SECTION 1.                                                Definitions .

1.1          Defined Terms .  Capitalized terms used herein and not defined herein have the meanings given such terms by the First Lien Indenture as in effect on the date hereof.  In addition, as used in the Agreement, the following terms shall have the following meanings:

“ Agreement ” means this Agreement, as amended, restated, renewed, extended, supplemented or otherwise modified from time to time in accordance with the terms hereof.

“ Bankruptcy Code ” means Title 11 of the United States Code entitled “Bankruptcy,” as now and hereafter in effect, or any successor statute.

“ Bankruptcy Law ” means the Bankruptcy Code and any similar federal, state or foreign law for the relief of debtors.

“ Business Day ” means any day excluding Saturday, Sunday and a day on which banking institutions located in New York City are authorized or required by law to close.

“ Collateral ” means all of the assets and property of any Pledgor, whether real, personal or mixed, constituting both First Lien Collateral and Second Lien Collateral.

“ Comparable Second Lien Security Document ” shall mean, in relation to any Collateral Document subject to any Lien created under any First Lien Security Document, those Second Lien Security Documents that create a Lien on the same Collateral, granted by the same Pledgor.

“ DIP Financing ” has the meaning set forth in Section 6.1 .

“ Discharge of First Lien Obligations ” means, except to the extent otherwise provided in Section 5.6, (a) payment in full in cash of the principal of and interest (including interest accruing on or after the commencement of any Insolvency or Liquidation Proceeding at the rate set forth in the First Lien Documents, whether or not such interest would be allowed or allowable in such Insolvency or Liquidation Proceeding) and premium, if any, on all Indebtedness outstanding under the First Lien Documents, (b) payment in full in cash of all other First Lien Obligations that are due and payable or otherwise accrued and owing at or prior to the time such principal, interest and fees are paid (including monetary obligations incurred during the pendency of any bankruptcy, insolvency, receivership or other similar proceeding, regardless of whether allowed or allowable in such proceeding other than obligations that are Unasserted Contingent Obligations at such time), (c) termination or cash collateralization (in an amount reasonably satisfactory to the First Lien Collateral Agent) of all letters of credit issued under the First Lien Documents and (d) termination of all other commitments of the First Lien Secured Parties under the First Lien Documents.

“ Disposition ” has the meaning set forth in Section 5.1 .

“ Exercise of Remedies ” has the meaning set forth in Section 5.1.

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“ First Lien Collateral ” means all of the assets and property of any Pledgor, whether real, personal or mixed, with respect to which a Lien is granted or purported to be granted as security for any First Lien Obligations.

“ First Lien Collateral Agent ” has the meaning set forth in the preamble hereof.

“ First Lien Documents ” means the “Secured Agreements” as defined in the First Lien Security Agreement.

“ First Lien Notes ” has the meaning set forth in the recitals hereto.

“ First Lien Obligations ” means all obligations of the Company and the other Pledgors from time to time arising under or in respect of the due and punctual payment of (i) the principal of and premium, if any, and interest (including interest accruing during the pendency of any bankruptcy, insolvency, receivership or other similar proceeding, regardless of whether allowed or allowable in such proceeding) and fees on the First Lien Notes and all other “Secured Obligations” (as such term is defined in the First Lien Security Agreement), when and as due, whether at maturity, by acceleration, upon one or more dates set for prepayment or otherwise; provided that the principal amount of all First Lien Obligations shall not exceed the Maximum First Lien Indebtedness Amount and (ii) all other monetary obligations, including fees, costs, expenses and indemnities, whether primary, secondary, direct, contingent, fixed or otherwise (including monetary obligations incurred during the pendency of any bankruptcy, insolvency, receivership or other similar proceeding, regardless of whether allowed or allowable in such proceeding), of the Company and the other Pledgors under the First Lien Documents owing to the First Lien Secured Parties (in their capacities as such).

“ First Lien Secured Parties ” means the “Secured Parties” under and as defined in the First Lien Security Agreement.

“ First Lien Security Agreement ” means the First Lien Security Agreement, dated as of the date hereof, by and among the First Lien Collateral Agent and the Pledgors.

“ First Lien Security Documents ” means the “Collateral Documents” (as defined in the First Lien Security Agreement) and any other agreement, document or instrument pursuant to which a Lien is granted or purported to be granted securing any First Lien Obligations or under which rights or remedies with respect to such Liens are governed.

“ Guarantor Subsidiaries ” has the meaning set forth in the recitals hereto.

“ Insolvency or Liquidation Proceeding ” means, with respect to any Person, any (a) insolvency, bankruptcy, receivership, reorganization, readjustment, composition or other similar proceeding relating to such Person or its property or creditors in such capacity, (b) proceeding for any liquidation, dissolution or other winding up of such Person, voluntary or involuntary, whether or not involving insolvency or proceedings under the Bankruptcy Code, whether partial or complete and whether by operation of law or otherwise, (c) assignment for the benefit of creditors of such Person or (d) other marshalling of the assets of such Person.

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“ Maximum First Lien Indebtedness Amount ” means, at any time, the maximum principal or face amount of First Lien Obligations (as defined in the Second Lien Indenture as in effect on the date hereof) permitted to be outstanding at such time under the terms of the Second Lien Indenture as in effect on the date hereof (or, if greater, the maximum amount of such obligations permitted pursuant to the terms of all Second Lien Documents then in effect) and secured by a Lien on the Collateral pursuant to clause [(18)] of the definition of Permitted Liens.

“ New Agent ” has the meaning set forth in Section 5.6 .

“ Pledged Collateral ” has the meaning set forth in Section 5.5 hereof.

“ Pledgors ” means the Company and each of the Guarantor Subsidiaries that have executed and delivered, or may from time to time hereafter execute and deliver, a First Lien Security Document or a Second Lien Security Document.

“ Recovery ” has the meaning set forth in Section 6.5 hereof.

“ Refinance ” means, in respect of any Indebtedness, to refinance, extend, renew, defease, amend, modify, supplement, restructure, replace, refund or repay, or to issue other indebtedness, in exchange or replacement for, such indebtedness.  “ Refinanced ” and “ Refinancing ” shall have correlative meanings.

“ Second Lien Collateral ” means all of the assets and property of any Pledgor, whether real, personal or mixed, with respect to which a Lien is granted or purported to be granted as security for any Second Lien Obligations.

“ Second Lien Collateral Agent ” has the meaning set forth in the preamble hereof.

“ Second Lien Documents ” means the “Secured Agreements” as defined in the Second Lien Security Agreement.

“ Second Lien Notes ” has the meaning set forth in the recitals hereto.

“ Second Lien Obligations ” means all obligations of the Company and the other Pledgors from time to time arising under or in respect of the due and punctual payment of (i) the principal of and premium, if any, and interest (including interest accruing during the pendency of any bankruptcy, insolvency, receivership or other similar proceeding, regardless of whether allowed or allowable in such proceeding) on the Second Lien Notes and the other “Secured Obligations” (as defined in the Second Lien Security Agreement), when and as due, whether at maturity, by acceleration, upon one or more dates set for prepayment or otherwise, and (ii) all other monetary obligations, including fees, costs, expenses and indemnities, whether primary, secondary, direct, contingent, fixed or otherwise (including monetary obligations incurred during the pendency of any bankruptcy, insolvency, receivership or other similar proceeding, regardless of whether allowed or allowable in such proceeding), of the Company and the other Pledgors

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under the Second Lien Documents owing to the Second Lien Secured Parties (in their capacities as such).

“ Second Lien Release ” has the meaning set forth in Section 5.1 .

“ Second Lien Secured Parties ” means the “Secured Parties” under and as defined in the Second Lien Security Agreement.

“ Second Lien Security Agreement ” means the Second Lien Security Agreement, dated as of the date hereof, by and among the Second Lien Collateral Agent and the Pledgors.

 “ Second Lien Security Documents ” means the “Collateral Documents” (as defined in the Second Lien Security Agreement) and any other agreement, document or instrument pursuant to which a Lien is granted securing any Second Lien Obligations or under which rights or remedies with respect to such Liens are governed.

“ Unasserted Contingent Obligations ” means, at any time, obligations for taxes, costs, indemnification, reimbursement, damages and other liabilities in respect of which no claim or demand for payment has been made (or, in the case of obligations for indemnification, no notice for indemnification has been issued by the indemnitee) at such time.

“ Uniform Commercial Code ” or “ UCC ” means the Uniform Commercial Code (or any similar or equivalent legislation) as in effect in any applicable jurisdiction.

1.2          Terms Generally .  The definitions of terms herein shall apply equally to the singular and plural forms of the terms defined.  Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms.  The words “include,” “includes” and “including” shall be deemed to be followed by the phrase “without limitation.”  The word “will” shall be construed to have the same meaning and effect as the word “shall.”  Unless the context requires otherwise (a) any definition of or reference to any agreement, instrument or other document herein shall be construed as referring to such agreement, instrument or other document as from time to time amended, supplemented or otherwise modified (subject to any restrictions on such amendments, supplements or modifications set forth herein), (b) any reference herein to any Person shall be construed to include such Person’s successors and assigns, (c) the words “herein,” “hereof” and “hereunder,” and words of similar import, shall be construed to refer to this Agreement in its entirety and not to any particular provision hereof, (d) all references herein to Sections shall be construed to refer to Sections of this Agreement, (e) any reference to any law or regulation herein shall refer to such law or regulation as amended, modified or supplemented from time to time and (f) the words “asset” and “property” shall be construed to have the same meaning and effect and to refer to any and all tangible and intangible assets and properties, including cash, securities, accounts and general intangibles.

SECTION 2.                                                Lien Priorities .

2.1          Relative Priorities .  Notwithstanding the date, manner or order of grant, attachment or perfection of any Liens securing the Second Lien Obligations granted on the

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Collateral or of any Liens securing the First Lien Obligations granted on the Collateral and notwithstanding any provision of the UCC, or any applicable law or the Second Lien Documents or any other circumstance whatsoever, the Second Lien Collateral Agent, on behalf of itself and the Second Lien Secured Parties, hereby agrees that:  (a) any Lien on the Collateral securing any First Lien Obligations now or hereafter held by or on behalf of the First Lien Collateral Agent or any First Lien Secured Parties or any agent or trustee therefor, regardless of how acquired, whether by judgment, grant, possession, statute, operation of law, subrogation or otherwise, shall be senior in all respects and prior to any Lien on the Collateral securing any of the Second Lien Obligations, regardless of how acquired, whether by judgment, grant, possession, statute, operation of law, subrogation or otherwise; and (b) any Lien on the Collateral now or hereafter held by or on behalf of the Second Lien Collateral Agent, any Second Lien Secured Parties or any agent or trustee therefor regardless of how acquired, whether by judgment, grant, possession, statute, operation of law, subrogation or otherwise, shall be junior and subordinate in all respects to all Liens on the Collateral securing any First Lien Obligations.  All Liens on the Collateral securing any First Lien Obligations shall be and remain senior in all respects and prior to all Liens on the Collateral securing any Second Lien Obligations for all purposes, whether or not such Liens securing any First Lien Obligations are subordinated to any Lien securing any other obligation of the Company, any other Pledgor or any other Person.  The Second Lien Collateral Agent for itself and on behalf of the Second Lien Secured Parties expressly agrees that any Lien purported to be granted on any Collateral as security for the First Lien Obligations shall be and remain senior in all respects and prior to all Liens on the Collateral securing any Second Lien Obligations for all purposes regardless of whether the Lien purported to be granted is found to be improperly granted, improperly perfected, preferential, a fraudulent conveyance or legally or otherwise deficient in any manner.

2.2          Prohibition on Contesting Liens .  Each of the Second Lien Collateral Agent, for itself and on behalf of each Second Lien Secured Parties, and the First Lien Collateral Agent, for itself and on behalf of each First Lien Secured Parties, agrees that it shall not (and hereby waives any right to) contest or support any other Person in contesting, in any proceeding (including any Insolvency or Liquidation Proceeding), the priority, validity or enforceability of a Lien held by or on behalf of any of the First Lien Secured Parties in the First Lien Collateral or by or on behalf of any of the Second Lien Secured Parties in the Second Lien Collateral, as the case may be; provided that nothing in this Agreement shall be construed to prevent or impair the rights of the First Lien Collateral Agent or any First Lien Secured Parties to enforce this Agreement, including the priority of the Liens securing the First Lien Obligations as provided in Sections 2.1 and 3.1.

2.3          No New Liens .  So long as the Discharge of First Lien Obligations has not occurred, the parties hereto agree that the Company shall not, and shall not permit any Subsidiary to, (i) grant or permit any additional Liens on any asset or property to secure any Second Lien Obligation unless it has granted a Lien on such asset or property to secure the First Lien Obligations, and (ii) grant or permit any additional Liens on any asset to secure any First Lien Obligations unless it has granted a Lien on such asset to secure the Second Lien Obligations.  To the extent that the foregoing provisions are not complied with for any reason, without limiting any other rights and remedies available to the First Lien Collateral Agent and/or the First Lien Secured Parties, the Second Lien Collateral Agent, on behalf of Second Lien

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Secured Parties, agrees that any amounts received by or distributed to any of them pursuant to or as a result of Liens granted in contravention of this Section 2.3 shall be subject to Section 4.2.

2.4          Similar Liens and Agreements .  The parties hereto agree that it is their intention that the First Lien Collateral and the Second Lien Collateral be identical.  In furtherance of the foregoing and of Section 8.9, the parties hereto agree, subject to the other provisions of this Agreement:

(a)           upon request by the First Lien Collateral Agent or the Second Lien Collateral Agent, to cooperate in good faith (and to direct their counsel to cooperate in good faith) from time to time in order to determine the specific items included in the First Lien Collateral and the Second Lien Collateral and the steps taken to perfect their respective Liens thereon and the identity of the respective parties obligated under the First Lien Documents and the Second Lien Documents; and

(b)           that the documents and agreements creating or evidencing the First Lien Collateral and the Second Lien Collateral shall be in all material respects the same forms of documents other than with respect to (i) the first lien and the second lien nature of the obligations thereunder and (ii) the delivery of Collateral, the security interest in which may be perfected only by possession or control by a single Person of such Collateral prior to the Discharge of First Lien Obligations.

SECTION 3.                                                Enforcement .

3.1          Exercise of Remedies .

(a)           So long as the Discharge of First Lien Obligations has not occurred, whether or not any Insolvency or Liquidation Proceeding has been commenced by or against the Company or any other Pledgor:  (i) the Second Lien Collateral Agent and the Second Lien Secured Parties (x) will not exercise or seek to exercise any rights or remedies (including setoff) with respect to any Collateral (including, without limitation, the exercise of any right under any lockbox agreement, account control agreement, landlord waiver or bailee’s letter or similar agreement or arrangement to which the Second Lien Collateral Agent or any Second Lien Secured Party is a party or the enforcement of or execution on any judgment Lien) or institute any action or proceeding with respect to such rights or remedies (including any action of foreclosure), (y) will not contest, protest or object to any foreclosure proceeding or action brought by the First Lien Collateral Agent or any First Lien Secured Party or any other exercise by the First Lien Collateral Agent or any First Lien Secured Party of any rights and remedies relating to the Collateral under the First Lien Documents or otherwise, and (z) will not object to the forbearance by the First Lien Collateral Agent or the First Lien Secured Parties from bringing or pursuing any foreclosure proceeding or action or any other exercise of any rights or remedies relating to the Collateral, in each case so long as the respective interests of the Second Lien Secured Parties attach to the proceeds thereof subject to the relative priorities described in Section 2 hereof and (ii) the First Lien Collateral Agent and the First Lien Secured Parties shall have the exclusive right to enforce rights, exercise remedies (including the right to credit bid debt) and make determinations regarding the release, disposition, or restrictions with respect to the Collateral without any consultation with or the consent of the Second Lien Collateral Agent

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or any other Second Lien Secured Party; provided , that (A) in any Insolvency or Liquidation Proceeding commenced by or against the Company or any other Pledgor, the Second Lien Collateral Agent or the Second Lien Secured Parties may file a proof of claim or statement of interest with respect to the Second Lien Obligations, (B) the Second Lien Secured Parties shall be entitled to file any necessary responsive or defensive pleadings in opposition to any motion, claim, adversary proceeding or other pleading made by any person objecting to or otherwise seeking the disallowance of the claims of the Second Lien Secured Parties, including without limitation any claims secured by the Collateral, if any, in each case if not otherwise in contravention of the terms of this Agreement, (C) the Second Lien Secured Parties shall be entitled to file any pleadings, objections, motions or agreements which assert rights or interests available to unsecured creditors of the Pledgors arising under either the Bankruptcy Law or applicable non-bankruptcy law, in each case if not otherwise in contravention of the terms of this Agreement, and (D) the Second Lien Secured Parties shall be entitled to file any proof of claim and other filings and make any arguments and motions in order to preserve or protect its Liens on the Collateral that are, in each case, not otherwise in contravention of the terms of this Agreement, with respect to the Second Lien Obligations and the Collateral.  In exercising rights and remedies with respect to the Collateral, the First Lien Collateral Agent and the First Lien Secured Parties may enforce the provisions of the First Lien Documents and exercise remedies thereunder, all in such order and in such manner as they may determine in the exercise of their sole discretion.  Such exercise and enforcement shall include the rights of an agent appointed by them to sell or otherwise dispose of Collateral upon foreclosure, to incur expenses in connection with such sale or disposition, and to exercise all the rights and remedies of a secured creditor under the Uniform Commercial Code of any applicable jurisdiction and of a secured creditor under Bankruptcy Laws of any applicable jurisdiction.  The First Lien Collateral Agent agrees to provide five (5) days’ notice to the Second Lien Collateral Agent of its intent to exercise and enforce its rights or remedies with respect to the Collateral.

(b)           The Second Lien Collateral Agent, on behalf of itself and the other Second Lien Secured Parties, agrees that, it will not take or receive any Collateral or any proceeds of Collateral in connection with the exercise of any right or remedy with respect to any Collateral, unless and until the Discharge of First Lien Obligations has occurred.  Without limiting the generality of the foregoing, unless and until the Discharge of First Lien Obligations has occurred, except as expressly permitted by Section 3.1(a) of this Agreement, the sole right of the Second Lien Collateral Agent and the other Second Lien Secured Parties with respect to the Collateral is to hold a Lien on the Collateral pursuant to the Second Lien Security Documents for the period and to the extent granted therein and to receive a share of the proceeds thereof, if any, after the Discharge of First Lien Obligations has occurred in accordance with the terms of the Second Lien Documents and applicable law.

(c)           (i) The Second Lien Collateral Agent for itself and on behalf of the other Second Lien Secured Parties, agrees that the Second Lien Collateral Agent and the other Second Lien Secured Parties will not take any action that would hinder any exercise of remedies under the First Lien Documents, including any sale, lease, exchange, transfer or other disposition of the Collateral, whether by foreclosure or otherwise, and (ii) the Second Lien Collateral Agent, for itself and on behalf of the Second Lien Secured Parties, hereby waives any and all rights it or the Second Lien Secured Parties may have as a junior lien creditor or otherwise to object to the

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manner in which the First Lien Collateral Agent or the First Lien Secured Parties seek to enforce or collect the First Lien Obligations or the Liens granted in any of the Collateral, regardless of whether any action or failure to act by or on behalf of the First Lien Collateral Agent or First Lien Secured Parties is adverse to the interests of the Second Lien Secured Parties.

(d)           The Second Lien Collateral Agent hereby acknowledges and agrees that no covenant, agreement or restriction contained in the Second Lien Security Documents or any other Second Lien Document shall be deemed to restrict in any way the rights and remedies of the First Lien Collateral Agent or the First Lien Secured Parties with respect to the Collateral as set forth in this Agreement and the First Lien Documents.

3.2          Cooperation . The Second Lien Collateral Agent, on behalf of itself and the other Second Lien Secured Parties, agrees that, unless and until the Discharge of First Lien Obligations has occurred, it will not commence, or join with any Person in commencing, any enforcement, collection, involuntary petition, execution, levy or foreclosure action or proceeding (including, without limitation, any Insolvency or Liquidation Proceeding) with respect to any Lien held by it under the Second Lien Security Documents or any other Second Lien Document or otherwise.

SECTION 4.                                                Payments .

4.1          Application of Proceeds .  So long as the Discharge of First Lien Obligations has not occurred, any proceeds of Collateral received in connection with the sale or other disposition of, or collection on, such Collateral upon the exercise of remedies, shall be applied by the First Lien Collateral Agent to the First Lien Obligations in such order as specified in the relevant First Lien Documents.  Upon the Discharge of First Lien Obligations, the First Lien Collateral Agent shall deliver to the Second Lien Collateral Agent any proceeds of Collateral held by it in the same form as received, with any necessary endorsements or as a court of competent jurisdiction may otherwise direct to be applied by the Second Lien Collateral Agent to the Second Lien Obligations in such order as specified in the Second Lien Documents.

4.2          Payments Over .  So long as the Discharge of First Lien Obligations has not occurred, any Collateral or proceeds thereof (together with assets or proceeds subject to Liens referred to in the final sentence of Section 2.3) received by the Second Lien Collateral Agent or any Second Lien Secured Parties at a time when such receipt is not expressly permitted by the terms of this Agreement shall be segregated and held in trust and forthwith paid over to the First Lien Collateral Agent for the benefit of the First Lien Secured Parties in the same form as received, with any necessary endorsements or as a court of competent jurisdiction may otherwise direct.  The First Lien Collateral Agent is hereby authorized to make any such endorsements as agent for the Second Lien Collateral Agent or any such Second Lien Secured Parties.  This authorization is coupled with an interest and is irrevocable until such time as this Agreement is terminated in accordance with its terms.

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SECTION 5.                                                Other Agreements .

5.1          Releases .

(a)           If other than in connection with the Discharge of First Lien Obligations and in connection with:

(i)              the exercise of any of First Lien Collateral Agent’s remedies in respect of the Collateral provided for in Section 3.1, including any sale, lease, exchange, transfer or other disposition of any such Collateral (an “ Exercise of Remedies ”); or

(ii)           any sale, lease, exchange, transfer or other disposition (collectively, a “ Disposition ”) of any Collateral permitted under the terms of the First Lien Documents and the Second Lien Documents,

the First Lien Collateral Agent, for itself or on behalf of any of the First Lien Secured Parties, releases any of its Liens on any part of the Collateral, then the Liens, if any, of the Second Lien Collateral Agent, for itself or for the benefit of the Second Lien Secured Parties, on such Collateral shall be automatically, unconditionally and simultaneously released (the “ Second Lien Release ”) and the Second Lien Collateral Agent, for itself or on behalf of any such Second Lien Secured Parties, promptly shall execute and deliver to the First Lien Collateral Agent or the applicable Pledgor such termination statements, releases and other documents as the First Lien Collateral Agent may request to effectively confirm such release.

(b)           Until the Discharge of First Lien Obligations occurs, the Second Lien Collateral Agent, for itself and on behalf of the Second Lien Secured Parties, 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, coupled with an interest, with full irrevocable power and authority in the place and stead of the Second Lien Collateral Agent or such holder 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 this Section 5.1, to take any and all appropriate action and to execute any and all documents and instruments which may be necessary or desirable to accomplish the purposes of this Section 5.1, including any endorsements or other instruments of transfer or release.

(c)           Until the Discharge of First Lien Obligations occurs, to the extent that the First Lien Secured Parties (i) have released any Lien on Collateral and any such Lien is later reinstated or (ii) obtain any new first priority liens, then the Second Lien Secured Parties shall be at the time of such reinstatement granted a second priority lien on any such Collateral.

5.2          Insurance; Condemnation .  Unless and until the Discharge of First Lien Obligations has