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20�2U1424
<br />Notwithstanding anything herein to the contrary, the liens and security interests
<br />granted to U.S. Bank National Association, as Beneficiary, pursuant to this Deed of
<br />Trust and the exercise of any right or remedy by U.S. Bank National Association, as
<br />Beneficiary hereunder, are subject to the provisions of the Intercreditor Agreement
<br />dated as oF May 7, 2010 (as amended, restated, supplemented or otherwise modified
<br />from time to time, the "Intercreditor Asreement"), between RBS Citizens, N.A, as ICE
<br />Collateral Agent and U.S. Bank National Association, as NECC Collateral Agen� In
<br />the event of any conflict between the terms of the Intercreditor Agreement and the
<br />terms of this Deed of Trust, the terms of the Intercreditor Agreement shall govern and
<br />control.
<br />DEED OF TRU5T, SECURITY AGREEMENT,
<br />ASSIGNMENT OF LEASE5 AND RENTS, AND FIXTURE FILING
<br />THIS DEED OF TRUST, SECURITY AGREEMENT, ASSIGNMENT OF LEASE5
<br />AND RENTS AND FIXTLTRE FILING, dated as of February 6, 2012 is made by NE
<br />COLORADO CELLULAR, INC., a Colorado corporation ("Grantor"), whose mailing
<br />address is 1224 West Platte Avenue, Fort Morgan, Colorado 80701, Telecopier No. (970)
<br />867-3589, Attention: Michael Felicissimo, Executive Vice President, and Kent R. Radke,
<br />whose mailing address is c/o First Nebraska Title-Lincoln, 1640 Normandy Ct., 5uite B
<br />Lincoln, NE 68512, as trustee ("Trustee"), for the benefit of U.S. BANK NATIONAL
<br />ASSOCIATION, as Agent for each of the lenders from time to time party to the Amended
<br />and Restated Credit and Guaranty Agreements (as hereinafter defined) (in such capacity,
<br />together with its successors and assigns in such capacity, "Beneficiary"), whose address is
<br />1420 Fifth Avenue, 7th Floor, Seattle, Washington 98101, Telecopier No. (206) 344-3646,
<br />Attention: Colleen McEvoy, Vice President. Any and all references herein to this "Deed of
<br />Trust" shall mean this Deed of Trust, Security Agreement, Assignment of Leases and Rents
<br />and Fixture Filing, and any and all renewals, modifications, amendments, supplements,
<br />extensions, consolidations, substitutions, spreaders and replacements of this Deed of Trust,
<br />5ecurity Agreement, Assignment of Leases and Rents and Fixture Filing.
<br />Back round
<br />A. Grantor and Beneficiary, are parties to that certain Amended and Restated
<br />Credit and Guaranty Agreement, dated as of May 7, 2010 (as amended, supplemented or
<br />otherwise modified from time to time, the "NEC Credit Agreement") by and among Grantor,
<br />the guarantor parties thereto from time to time, the lenders parties thereto from time to time
<br />(the "NEC Lenders") and Beneficiary.
<br />B. Grantor is party to that certain Second Amended and Restated Credit and
<br />Guaranty Agreement, dated as of May 7, 2010 (as amended, supplemented or otherwise
<br />modified from time to time, the "ICE Credit Agreement" and together with the NEC Credit
<br />Agreement, the "Credit Agreements") by and among Industrial Communications and
<br />Electronics, Inc., a Massachusetts corporation ("ICE"), Industrial Communications, LLC, a
<br />Delaware limited liability company ("IC LLC"), and Industrial Tower and Wireless, LLC, a
<br />12187-5273/LEGAL17750578.4
<br />5/1/ 101
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