Exhibit 10.4



 Exhibit 10.4 
  

 SECOND LIEN GUARANTEE AND COLLATERAL AGREEMENT 
 dated as of 
 July 31, 2007 
 among 
 INTERSTATE FIBERNET, INC., 

ITC^DELTACOM, INC., 
 the Subsidiaries of
Holdings 
 from time to time party hereto 
 and 
 CREDIT SUISSE, 
 as
Collateral Agent 
 THIS IS THE SECOND LIEN GUARANTEE AND COLLATERAL AGREEMENT REFERRED TO IN (A) THE FIRST LIEN GUARANTEE AND COLLATERAL AGREEMENT
OF EVEN DATE HEREWITH AMONG INTERSTATE FIBERNET, INC., ITC^DELTACOM, INC., THE SUBSIDIARIES OF HOLDINGS FROM TIME TO TIME PARTY THERETO AND CREDIT SUISSE, AS FIRST LIEN COLLATERAL AGENT, (B) THE INTERCREDITOR AGREEMENT OF EVEN DATE HEREWITH
AMONG INTERSTATE FIBERNET, INC., ITC^DELTACOM, INC., THE SUBSIDIARIES OF HOLDINGS FROM TIME TO TIME PARTY THERETO AND CREDIT SUISSE, AS FIRST LIEN COLLATERAL AGENT AND AS SECOND LIEN COLLATERAL AGENT, AND (C) THE OTHER SECURITY DOCUMENTS
REFERRED TO IN THE CREDIT AGREEMENTS REFERRED TO HEREIN. 
  








 TABLE OF CONTENTS 
  

					
	 	  	 	  	Page
	ARTICLE I	  	
		
	Definitions	  	
			
	 SECTION 1.01.
	  	 Second Lien Credit Agreement
	  	2
	 SECTION 1.02.
	  	 Other Defined Terms
	  	2
		
	ARTICLE II	  	
		
	Guarantee	  	
			
	 SECTION 2.01.
	  	 Guarantee
	  	7
	 SECTION 2.02.
	  	 Guarantee of Payment
	  	7
	 SECTION 2.03.
	  	 No Limitations, Etc
	  	7
	 SECTION 2.04.
	  	 Reinstatement
	  	8
	 SECTION 2.05.
	  	 Agreement To Pay; Subrogation
	  	8
	 SECTION 2.06.
	  	 Information
	  	8
		
	ARTICLE III	  	
		
	Pledge of Securities	  	
			
	 SECTION 3.01.
	  	 Pledge
	  	9
	 SECTION 3.02.
	  	 Delivery of the Pledged Collateral
	  	10
	 SECTION 3.03.
	  	 Representations, Warranties and Covenants
	  	10
	 SECTION 3.04.
	  	 Certification of Limited Liability Company Interests and Limited Partnership Interests
	  	12
	 SECTION 3.05.
	  	 Registration in Nominee Name; Denominations
	  	12
	 SECTION 3.06.
	  	 Voting Rights; Dividends and Interest, Etc
	  	12
		
	ARTICLE IV	  	
		
	Security Interests in Personal Property	  	
			
	 SECTION 4.01.
	  	 Security Interest
	  	14
	 SECTION 4.02.
	  	 Representations and Warranties
	  	16
	 SECTION 4.03.
	  	 Covenants
	  	17
	 SECTION 4.04.
	  	 Other Actions
	  	19
	 SECTION 4.05.
	  	 Covenants Regarding Patent, Trademark and Copyright Collateral
	  	22









 TABLE OF CONTENTS 
 (continued) 
  


					
	ARTICLE V	  	
		
	Remedies	  	
			
	 SECTION 5.01.
	  	 Remedies Upon Default
	  	24
	 SECTION 5.02.
	  	 Application of Proceeds
	  	26
	 SECTION 5.03.
	  	 Grant of License to Use Intellectual Property
	  	27
	 SECTION 5.04.
	  	 Securities Act, Etc
	  	27
		
	ARTICLE VI	  	
		
	Indemnity, Subrogation and Subordination	  	
			
	 SECTION 6.01.
	  	 Indemnity and Subrogation
	  	28
	 SECTION 6.02.
	  	 Contribution and Subrogation
	  	28
	 SECTION 6.03.
	  	 Subordination
	  	28
		
	ARTICLE VII	  	
		
	Miscellaneous	  	
			
	 SECTION 7.01.
	  	 Notices
	  	29
	 SECTION 7.02.
	  	 Security Interest Absolute
	  	29
	 SECTION 7.03.
	  	 Survival of Agreement
	  	29
	 SECTION 7.04.
	  	 Binding Effect; Several Agreement
	  	29
	 SECTION 7.05.
	  	 Successors and Assigns
	  	30
	 SECTION 7.06.
	  	 Collateral Agent’s Fees and Expenses; Indemnification
	  	30
	 SECTION 7.07.
	  	 Collateral Agent Appointed Attorney-in-Fact
	  	31
	 SECTION 7.08.
	  	 Applicable Law
	  	32
	 SECTION 7.09.
	  	 Waivers; Amendment
	  	32
	 SECTION 7.10.
	  	 WAIVER OF JURY TRIAL
	  	32
	 SECTION 7.11.
	  	 Severability
	  	33
	 SECTION 7.12.
	  	 Counterparts
	  	33
	 SECTION 7.13.
	  	 Headings
	  	33
	 SECTION 7.14.
	  	 Jurisdiction; Consent to Service of Process
	  	33
	 SECTION 7.15.
	  	 Termination or Release
	  	34
	 SECTION 7.16.
	  	 Additional Subsidiaries
	  	34
	 SECTION 7.17.
	  	 Right of Setoff
	  	35
	 SECTION 7.18.
	  	 Intercreditor Agreement Governs
	  	35
	 SECTION 7.19.
	  	 Obligations of Grantors
	  	35
	 SECTION 7.20.
	  	 Delivery of Collateral
	  	35

  

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 TABLE OF CONTENTS 
 (continued) 
  


					
	Schedules	  		  	
			
	 Schedule I
	  	 Subsidiary Guarantors
	  	
	 Schedule II
	  	 Equity Interests; Pledged Debt Securities
	  	
	 Schedule III
	  	 Intellectual Property
	  	
			
	Exhibits	  		  	
			
	 Exhibit A
	  	 Form of Supplement
	  	
	 Exhibit B
	  	 Form of Perfection Certificate
	  	

  

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 SECOND LIEN GUARANTEE AND COLLATERAL AGREEMENT dated as of July 31, 2007 (this
“Agreement”), among INTERSTATE FIBERNET, INC., a Delaware corporation (the “Borrower”), ITC^DELTACOM, INC., a Delaware corporation (“Holdings”), the Subsidiaries of Holdings
from time to time party hereto and CREDIT SUISSE (“Credit Suisse”), as second lien collateral agent (in such capacity, the “Collateral Agent”). 
 PRELIMINARY STATEMENT 
 Reference is made to (a) the Second Lien Credit
Agreement dated as of July 31, 2007 (as amended, supplemented or otherwise modified from time to time, the “Second Lien Credit Agreement”), among the Borrower, Holdings, the lenders from time to time party thereto (the
“Lenders”) and Credit Suisse, as administrative agent (in such capacity, the “Administrative Agent”), (b) the First Lien Credit Agreement dated as of July 31, 2007 (as amended, supplemented
or otherwise modified from time to time, the “First Lien Credit Agreement”), among the Borrower, Holdings, the lenders from time to time party thereto and Credit Suisse, as administrative agent, (c) the First Lien
Guarantee and Collateral Agreement dated as of July 31, 2007 (as amended, supplemented or otherwise modified from time to time, the “First Lien Guarantee and Collateral Agreement”), among the Borrower, Holdings, the
Subsidiaries of Holdings from time to time party thereto and Credit Suisse, as first lien collateral agent (in such capacity, the “First Lien Collateral Agent”), and (d) the Intercreditor Agreement dated as of
July 31, 2007 (as amended, supplemented or otherwise modified from time to time, the “Intercreditor Agreement”), among the Borrower, Holdings, the Subsidiaries of Holdings from time to time party thereto and Credit
Suisse, in its capacities as the Collateral Agent and as the First Lien Collateral Agent. 
 The Lenders have agreed to make loans to the
Borrower pursuant to, and upon the terms and conditions specified in, the Second Lien Credit Agreement. The obligations of the Lenders to make such loans to the Borrower are conditioned upon, among other things, the execution and delivery of this
Agreement by the Borrower and each Guarantor (such term and each other capitalized term used but not defined in this preliminary statement having the meaning given or ascribed to it in Article I). Each Guarantor is an affiliate of the Borrower,
will derive substantial benefits from the making of loans to the Borrower pursuant to the Second Lien Credit Agreement and is willing to execute and deliver this Agreement in order to induce the Lenders to make such loans. Accordingly, the parties
hereto agree as follows: 







 ARTICLE I 
 Definitions 
 SECTION 1.01. Second Lien Credit Agreement. (a) Capitalized
terms used in this Agreement and not otherwise defined herein have the meanings set forth in the Second Lien Credit Agreement. All capitalized terms defined in the New York UCC (as such term is defined herein) and not defined in this Agreement or
the Second Lien Credit Agreement have the meanings specified therein. All references to the Uniform Commercial Code shall mean the New York UCC. 
 (b) The rules of construction specified in Section 1.02 of the Second Lien Credit Agreement also apply to this Agreement. 
 SECTION 1.02. Other Defined Terms. As used in this Agreement, the following terms have the meanings specified below: 
 “Accounts Receivable” shall mean all Accounts and all right, title and interest in any returned goods, together with all rights, titles, securities and guarantees with respect thereto, including any rights to
stoppage in transit, replevin, reclamation and resales, and all related security interests, liens and pledges, whether voluntary or involuntary, in each case whether now existing or owned or hereafter arising or acquired. 
 “Administrative Agent” shall have the meaning assigned to such term in the preliminary statement. 
 “Article 9 Collateral” shall have the meaning assigned to such term in Section 4.01. 
 “Borrower” shall have the meaning assigned to such term in the preamble. 
 “Collateral” shall mean the Article 9 Collateral and the Pledged Collateral. 
 “Collateral Agent” shall have the meaning assigned to such term in the preamble. 
 “Copyright License” shall mean any written agreement, now or hereafter in effect, granting any right to any third person under
any copyright now or hereafter owned by any Grantor or that such Grantor otherwise has the right to license, or granting any right to any Grantor under any copyright now or hereafter owned by any third person, and all rights of such Grantor under
any such agreement. 
 “Copyrights” shall mean all of the following now owned or hereafter acquired by any Grantor:
(a) all copyright rights in any work subject to the copyright laws of the United States or any other country, whether as author, assignee, transferee or otherwise, and (b) all registrations and applications for registration of any such
copyright in the United States or any other country, including registrations, recordings, 

  

 2 








 
supplemental registrations and pending applications for registration in the United States Copyright Office (or any successor office or any similar office in
any other country), including those listed on Schedule III. 
 “Discharge of First Lien Obligations” shall have
the meaning assigned to such term in the Intercreditor Agreement. 
 “Excluded Collateral” shall mean (a) any
lease, license, contract, Instrument, Security, permit, property rights, franchise or agreement to which any Grantor is a party or any of its rights or interests thereunder if and for so long as the grant of a security interest under this Agreement
shall constitute or result in (i) the abandonment, invalidation or unenforceability of any right, title or interest of any Grantor therein or (ii) in a breach or termination pursuant to the terms of, or a default under, any such lease,
license, contract, Instrument, Security, permit, property rights, franchise or agreement (other than to the extent that any such term would be rendered ineffective pursuant to Section 9-406, 9-407, 9-408 or 9-409 of the UCC (or any successor
provision or provisions) of any relevant jurisdiction or any other applicable law (including the Bankruptcy Code) or principles of equity); provided, however, that such security interest shall attach immediately at such time as the
condition causing such abandonment, invalidation or unenforceability shall be remedied and to the extent severable, shall attach immediately to any portion of such lease, license, contract, Instrument, Security, permit, property rights, franchise or
agreement that does not result in any of the consequences specified in (i) or (ii) above, (b) any Equipment owned by any Grantor that is subject to a purchase money security interest (as defined in Section 9-103 of the UCC),
(c) outstanding voting equity or other ownership interests of a Foreign Entity (as defined below) to the extent in excess of 65% of the voting power of all classes of equity or other ownership interests of such Foreign Entity entitled to vote,
(d) the Southern Assets and (e) any Trademark applications filed in the United States Patent and Trademark Office on the basis of any Grantor’s “intent to use” such Trademark, unless and until acceptable evidence of use of
the Trademark has been filed with the United States Patent and Trademark Office pursuant to Section 1(c) or Section 1(d) of the Lanham Act (15 U.S.C. 1051, et seq.), to the extent that granting a security interest in such Trademark
application prior to such filing would adversely affect the enforceability or validity of such Trademark application. 
 “Federal
Securities Laws” shall have the meaning assigned to such term in Section 5.04. 
 “First Lien Collateral
Agent” shall have the meaning assigned to such term in the preliminary statement. 
 “First Lien Credit
Agreement” shall have the meaning assigned to such term in the preliminary statement. 
 “First Lien Guarantee and
Collateral Agreement” shall have the meaning assigned to such term in the preliminary statement. 
  

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 “First Lien Loan Documents” shall have the meaning assigned to the term
“Loan Documents” in the First Lien Credit Agreement. 
 “First Priority Liens” shall have the meaning
assigned to such term in the Intercreditor Agreement. 
 “Foreign Entity” shall mean, with respect to any Grantor,
any corporation, partnership, limited liability company or other business entity (i) which is organized under the laws of a jurisdiction other than a state of the United States or the District of Columbia and (ii) of which securities or
other ownership interests representing more than 50% of the equity, more than 50% of the ordinary voting power, more than 50% of the general partnership interests or more than 50% of the limited liability company membership interests are, at the
time of any determination is being made, owned directly by the Grantor. 
 “General Intangibles” shall mean all
“general intangibles” (as such term is defined in the New York UCC), including all choses in action and causes of action and all other intangible personal property of any Grantor of every kind and nature (other than Accounts) now owned or
hereafter acquired by any Grantor, including all rights and interests in partnerships, limited partnerships, limited liability companies and other unincorporated entities, corporate or other business records, indemnification claims, contract rights
(including rights under leases, whether entered into as lessor or lessee, Swap Agreements and other agreements), Intellectual Property, goodwill, registrations, franchises, tax refund claims and any letter of credit, guarantee, claim, security
interest or other security held by or granted to any Grantor to secure payment by an Account Debtor of any of the Accounts. 
 “Grantors” shall mean the Borrower and the Guarantors. 
 “Guarantors” shall mean
Holdings and the Subsidiary Guarantors. 
 “Holdings” shall have the meaning assigned to such term in the preamble.

 “Intellectual Property” shall mean all intellectual and similar property of any Grantor of every kind and nature
now owned or hereafter acquired by any Grantor, including inventions, designs, Patents, Copyrights, Licenses, Trademarks, trade secrets, confidential or proprietary technical and business information, know-how, show-how or other data or information,
software and databases and all embodiments or fixations thereof and related documentation, registrations and franchises, and all additions, improvements and accessions to, and books and records describing or used in connection with, any of the
foregoing. 
 “Intercreditor Agreement” shall have the meaning assigned to such term in the preliminary statement.

 “License” shall mean any Patent License, Trademark License, Copyright License or other license or sublicense
agreement relating to Intellectual Property to which any Grantor is a party, including those listed on Schedule III. 
  

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 “Loans Documents” shall have the meaning assigned to the term “Loan
Documents” in the Second Lien Credit Agreement. 
 “New York UCC” shall mean the Uniform Commercial Code as from
time to time in effect in the State of New York. 
 “Obligations” shall mean (a) the due and punctual payment of
(i) the principal of 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 Loans, 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 of the Borrower to any of the Secured Parties under the Second Lien Credit Agreement and each of the other
Loan Documents, 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), (b) the due and punctual performance of all other obligations of the Borrower under or pursuant to the Second Lien Credit Agreement and each of the other Loan
Documents, and (c) the due and punctual payment and performance of all the obligations of each other Loan Party under or pursuant to this Agreement and each of the other Loan Documents. 
 “Patent License” shall mean any written agreement, now or hereafter in effect, granting to any third person any right to make,
use or sell any invention on which a patent, now or hereafter owned by any Grantor or that any Grantor otherwise has the right to license, is in existence, or granting to any Grantor any right to make, use or sell any invention on which a patent,
now or hereafter owned by any third person, is in existence, and all rights of any Grantor under any such agreement. 
 “Patents” shall mean all of the following now owned or hereafter acquired by any Grantor: (a) all letters patent of the United States or the equivalent thereof in any other country, all registrations and
recordings thereof, and all applications for letters patent of the United States or the equivalent thereof in any other country, including registrations, recordings and pending applications in the United States Patent and Trademark Office (or any
successor or any similar offices in any other country), including those listed on Schedule III, and (b) all reissues, continuations, divisions, continuations-in-part, renewals or extensions thereof, and the inventions disclosed or claimed
therein, including the right to make, use and/or sell the inventions disclosed or claimed therein. 
 “Perfection
Certificate” shall mean a certificate substantially in the form of Exhibit B, completed and supplemented with the schedules and attachments contemplated thereby, and duly executed by a Responsible Officer of the Borrower. 
 “Pledged Collateral” shall have the meaning assigned to such term in Section 3.01. 
  

 5 








 “Pledged Debt Securities” shall have the meaning assigned to such term
in Section 3.01. 
 “Pledged Securities” shall mean any promissory notes, stock certificates or other securities
now or hereafter included in the Pledged Collateral, including all certificates, instruments or other documents representing or evidencing any Pledged Collateral. 
 “Pledged Stock” shall have the meaning assigned to such term in Section 3.01. 
 “Second Lien Credit Agreement” shall have the meaning assigned to such term in the preliminary statement. 
 “Secured Parties” shall mean (a) the Lenders, (b) the Administrative Agent, (c) the Collateral Agent, (d) the beneficiaries of each indemnification obligation undertaken by any Loan Party under
any Loan Document and (e) the successors and assigns of each of the foregoing. 
 “Security Interest” shall have
the meaning assigned to such term in Section 4.01. 
 “Southern Assets” shall mean the assets identified on
Schedule 1.01(d) to the First Lien Credit Agreement. 
 “Subsidiary Guarantor” shall mean (a) the Subsidiaries
identified on Schedule I hereto as Subsidiary Guarantors and (b) each other Subsidiary that becomes a party to this Agreement as a Subsidiary Guarantor after the Closing Date. 
 “Trademark License” shall mean any written agreement, now or hereafter in effect, granting to any third person any right to use
any trademark now or hereafter owned by any Grantor or that any Grantor otherwise has the right to license, or granting to any Grantor any right to use any trademark now or hereafter owned by any third person, and all rights of any Grantor under any
such agreement. 
 “Trademarks” shall mean all of the following now owned or hereafter acquired by any Grantor:
(a) all trademarks, service marks, trade names, corporate names, company names, business names, fictitious business names, trade styles, trade dress, logos, other source or business identifiers, designs and general intangibles of like nature,
now existing or hereafter adopted or acquired, all registrations and recordings thereof, and all registration and recording applications filed in connection therewith, including registrations and registration applications in the United States Patent
and Trademark Office (or any successor office) or any similar offices in any State of the United States or any other country or any political subdivision thereof, and all extensions or renewals thereof, including those listed on Schedule III,
(b) all goodwill associated therewith or symbolized thereby and (c) all other assets, rights and interests that uniquely reflect or embody such goodwill. 
  

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 ARTICLE II 
 Guarantee 
 SECTION 2.01. Guarantee. Each Guarantor unconditionally guarantees,
jointly with the other Guarantors and severally, as a primary obligor and not merely as a surety, the due and punctual payment and performance of the Obligations. Each Guarantor further agrees that the Obligations may be extended or renewed, in
whole or in part, without notice to or further assent from it, and that it will remain bound upon its guarantee notwithstanding any extension or renewal of any Obligation. Each Guarantor waives presentment to, demand of payment from and protest to
the Borrower or any other Loan Party of any Obligation, and also waives notice of acceptance of its guarantee and notice of protest for nonpayment. 
 SECTION 2.02. Guarantee of Payment. Each Guarantor further agrees that its guarantee hereunder constitutes a guarantee of payment when due and not of collection, and waives any right to require that any resort be had by the
Collateral Agent or any other Secured Party to any security held for the payment of the Obligations or to any balance of any Deposit Account or credit on the books of the Collateral Agent or any other Secured Party in favor of the Borrower or any
other person. 
 SECTION 2.03. No Limitations, Etc. (a) Except for termination of a Guarantor’s obligations hereunder
as expressly provided in Section 7.15, the obligations of each Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason, including any claim of waiver, release, surrender, alteration or
compromise, and shall not be subject to any defense or setoff, counterclaim, recoupment or termination whatsoever by reason of the invalidity, illegality or unenforceability of the Obligations or otherwise. Without limiting the generality of the
foregoing, the obligations of each Guarantor hereunder shall not be discharged or impaired or otherwise affected by (i) the failure of the Collateral Agent or any other Secured Party to assert any claim or demand or to enforce any right or
remedy under the provisions of any Loan Document or otherwise, (ii) any rescission, waiver, amendment or modification of, or any release from any of the terms or provisions of, any Loan Document or any other agreement, including with respect to
any other Guarantor under this Agreement, (iii) the release of, or any impairment of or failure to perfect any Lien on or security interest in, any security held by the Collateral Agent or any other Secured Party for the Obligations or any of
them, (iv) any default, failure or delay, wilful or otherwise, in the performance of the Obligations, or (v) any other act or omission that may or might in any manner or to any extent vary the risk of any Guarantor or otherwise operate as
a discharge of any Guarantor as a matter of law or equity (other than the indefeasible payment in full in cash of all the Obligations). Each Guarantor expressly authorizes the Collateral Agent to take and hold security for the payment and
performance of the Obligations, to exchange, waive or release any or all such security (with or without consideration), to enforce or apply such security and direct the order and manner of any sale thereof in its sole discretion or to release or
substitute any one or more other guarantors or obligors upon or in respect of the Obligations, all without affecting the obligations of any Guarantor hereunder. 
  


 7 








 (b) To the fullest extent permitted by applicable law, each Guarantor waives any defense based on or
arising out of any defense of the Borrower or any other Loan Party or the unenforceability of the Obligations or any part thereof from any cause, or the cessation from any cause of the liability of the Borrower or any other Loan Party, other than
the indefeasible payment in full in cash of all the Obligations. Upon the occurrence and during the continuation of an Event of Default, the Collateral Agent and the other Secured Parties may, at their election, foreclose on any security held by one
or more of them by one or more judicial or nonjudicial sales, accept an assignment of any such security in lieu of foreclosure, compromise or adjust any part of the Obligations, make any other accommodation with the Borrower or any other Loan Party
or exercise any other right or remedy available to them against the Borrower or any other Loan Party, without affecting or impairing in any way the liability of any Guarantor hereunder except to the extent the Obligations have been fully and
indefeasibly paid in full in cash. To the fullest extent permitted by applicable law, each Guarantor waives any defense arising out of any such election even though such election operates, pursuant to applicable law, to impair or to extinguish any
right of reimbursement or subrogation or other right or remedy of such Guarantor against the Borrower or any other Loan Party, as the case may be, or any security. 
 SECTION 2.04. Reinstatement. Each Guarantor agrees that its guarantee hereunder shall continue to be effective or be reinstated, as the case may be, if at any time payment, or any part thereof, of any
Obligation is rescinded or must otherwise be restored by the Collateral Agent or any other Secured Party upon the bankruptcy or reorganization of the Borrower, any other Loan Party or otherwise pursuant to applicable law. 
 SECTION 2.05. Agreement To Pay; Subrogation. In furtherance of the foregoing and not in limitation of any other right that the Collateral
Agent or any other Secured Party has at law or in equity against any Guarantor by virtue hereof, upon the failure of the Borrower or any other Loan Party to pay any Obligation when and as the same shall become due, whether at maturity, by
acceleration, after notice of prepayment or otherwise, each Guarantor hereby promises to and will forthwith pay, or cause to be paid, to the Collateral Agent for distribution to the applicable Secured Parties in cash the amount of such unpaid
Obligation. Upon payment by any Guarantor of any sums to the Collateral Agent as provided above, all rights of such Guarantor against the Borrower or any other Guarantor arising as a result thereof by way of right of subrogation, contribution,
reimbursement, indemnity or otherwise shall in all respects be subject to Article VI. 
 SECTION 2.06. Information. Each
Guarantor assumes all responsibility for being and keeping itself informed of the Borrower’s and each other Loan Party’s financial condition and assets and of all other circumstances bearing upon the risk of nonpayment of the Obligations
and the nature, scope and extent of the risks that such Guarantor assumes and incurs hereunder, and agrees that neither the Collateral Agent nor any other Secured Party will have any duty to advise such Guarantor of information known to it or any of
them regarding such circumstances or risks. 
  

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 ARTICLE III 
 Pledge of Securities 
 SECTION 3.01. Pledge. As security for the payment or
performance, as the case may be, in full of the Obligations, each Grantor hereby assigns and pledges to the Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, and hereby grants to the Collateral Agent, its
successors and assigns, for the ratable benefit of the Secured Parties, a security interest in, all of such Grantor’s right, title and interest in, to and under: 
 (a) (i) the Equity Interests owned by such Grantor on the date hereof (including all such Equity Interests listed on
Schedule II), (ii) any other Equity Interests obtained in the future by such Grantor and (iii) the certificates representing all such Equity Interests, if any (all the foregoing collectively referred to herein as the
“Pledged Stock”); 
 (b) (i) the debt securities held by such Grantor on the date hereof
(including all such debt securities listed opposite the name of such Grantor on Schedule II), (ii) any debt securities in the future issued to such Grantor and (iii) the promissory notes and any other instruments evidencing such debt
securities (all the foregoing collectively referred to herein as the “Pledged Debt Securities”); 
 (c) subject to Section 3.06, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion
of, and all other Proceeds received in respect of, the securities referred to in clauses (a) and (b) above; 
 (d)
subject to Section 3.06, all rights and privileges of such Grantor with respect to the securities and other property referred to in clauses (a), (b), and (c) above; and 
 (e) all Proceeds of any of the foregoing (the items referred to in clauses (a) through (e) above being collectively referred to
as the “Pledged Collateral”); 
 provided, however, that notwithstanding any of the other provisions set
forth in this Section 2, in no event shall the security interest granted under this Section 2 attach to any Excluded Collateral. 
 TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral Agent, its successors and assigns, for the ratable benefit of the
Secured Parties, as long as the Obligations remain outstanding; subject, however, to the terms, covenants and conditions hereinafter set forth. 
  

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 SECTION 3.02. Delivery of the Pledged Collateral. (a) Each Grantor agrees promptly to
deliver or cause to be delivered to the Collateral Agent (or, prior to the Discharge of First Lien Obligations, to the First Lien Collateral Agent, acting as a gratuitous bailee of the Collateral Agent) any and all certificates, instruments or other
documents representing or evidencing Pledged Securities issued by a Subsidiary and Pledged Securities having an individual value in excess of $250,000. 
 (b) Each Grantor agrees promptly to deliver or cause to be delivered to the Collateral Agent (or, prior to the Discharge of First Lien Obligations, to the First Lien Collateral Agent, acting as a gratuitous bailee of
the Collateral Agent) any and all Pledged Debt Securities issued by a Subsidiary and Pledged Debt Securities having an individual value in excess of $250,000. 
 (c) Upon delivery to the Collateral Agent (or, prior to the Discharge of First Lien Obligations, to the First Lien Collateral Agent, acting as a gratuitous bailee of the Collateral Agent), (i) any certificate,
instrument or document representing or evidencing Pledged Securities shall be accompanied by undated stock powers duly executed in blank or other undated instruments of transfer reasonably satisfactory to the Collateral Agent and duly executed in
blank and by such other instruments and documents as the Collateral Agent may reasonably request and (ii) all other property comprising part of the Pledged Collateral shall be accompanied by proper instruments of assignment duly executed by the
applicable Grantor. Each delivery of Pledged Securities shall be accompanied by a schedule describing the applicable securities, which schedule shall be attached hereto as Schedule II and made a part hereof; provided that failure to
attach any such schedule hereto shall not affect the validity of the pledge of such Pledged Securities. Each schedule so delivered shall supplement any prior schedules so delivered. 
 (d) In accordance with the terms of the Intercreditor Agreement, all Pledged Collateral delivered to the First Lien Collateral Agent shall be held by the
First Lien Collateral Agent as gratuitous bailee for the Secured Parties (as defined in the Intercreditor Agreement) solely for the purpose of perfecting the security interest therein granted under this Agreement. 
 SECTION 3.03. Representations, Warranties and Covenants. The Grantors jointly and severally represent, warrant and covenant to and with the
Collateral Agent, for the benefit of the Secured Parties, that: 
 (a) As of the Closing Date, Schedule II correctly sets
forth the percentage of the issued and outstanding shares of each class of the Equity Interests of the issuer thereof represented by such Pledged Stock and includes all Equity Interests, debt securities and promissory notes required to be delivered
hereunder; 
 (b) the Pledged Stock and Pledged Debt Securities in each case issued by any Subsidiary have been duly and
validly authorized and issued by the issuers thereof and (i) in the case of Pledged Stock, are fully paid and nonassessable and (ii) in the case of Pledged Debt Securities, are legal, valid and binding obligations of the issuers thereof;

  

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 (c) except for the security interests granted hereunder and under the First Lien
Guarantee and Collateral Agreement (or otherwise permitted under the Second Lien Credit Agreement), each Grantor (i) is and, subject to any transfers made in compliance with the Second Lien Credit Agreement, will continue to be the direct
owner, beneficially and of record, of the Pledged Securities indicated on Schedule II as owned by such Grantor, (ii) holds the same free and clear of all Liens except for Liens permitted pursuant to Section 6.02 of the Second Lien Credit
Agreement, (iii) will make no assignment, pledge, hypothecation or transfer of, or create or permit to exist any security interest in or other Lien on, the Pledged Collateral required to be delivered hereunder, other than transfers made in
compliance with the First Lien Credit Agreement (until Discharge of First Lien Obligations) and the Second Lien Credit Agreement, and (iv) subject to Section 3.06, will cause any and all Pledged Collateral required to be delivered
hereunder, whether for value paid by such Grantor or otherwise, to be forthwith deposited with the Collateral Agent and pledged or assigned hereunder; 
 (d) except for restrictions and limitations imposed by the Loan Documents, the First Lien Loan Documents or securities laws or other applicable laws generally, the Pledged Collateral is and will continue to be freely
transferable and assignable, and none of the Pledged Collateral required to be pledged hereunder is or will be subject to any option, right of first refusal, shareholders agreement, charter or by-law provisions or contractual restriction of any
nature that might prohibit, impair, delay or otherwise affect the pledge of such Pledged Collateral required to be pledged hereunder, the sale or disposition thereof pursuant hereto or the exercise by the Collateral Agent of rights and remedies
hereunder; 
 (e) each Grantor (i) has the power and authority to pledge the Pledged Collateral pledged by it hereunder
in the manner hereby done or contemplated and (ii) will defend its title or interest thereto or therein against any and all Liens (other than any Lien created or permitted by the Loan Documents or the First Lien Loan Documents), however
arising, of all persons whomsoever; 
 (f) no consent or approval of any Governmental Authority, any securities exchange or
any other person was or is necessary to the validity of the pledge effected hereby (other than such as have been obtained and are in full force and effect); 
 (g) by virtue of the execution and delivery by each Grantor of this Agreement and the Lien priorities set forth in the Intercreditor
Agreement, when any Pledged Securities are delivered to the Collateral Agent (or, prior to the Discharge of First Lien Obligations, to the First Lien Collateral Agent, acting as a gratuitous bailee of the Collateral Agent) in accordance with this
Agreement, the Collateral Agent will obtain a legal, valid and perfected first priority lien upon 

  

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and security interest in such Pledged Securities as security for the payment and performance of the Obligations, prior to any other Lien on any of the
Pledged Securities other than the First Priority Liens and Liens permitted pursuant to Section 6.02 of the Second Lien Credit Agreement; and 
 (h) the pledge effected hereby is effective to vest in the Collateral Agent, for the ratable benefit of the Secured Parties, the rights of the Collateral Agent in the Pledged Collateral as set forth herein and all
action by any Grantor necessary to protect and perfect the Lien on the Pledged Collateral has been duly taken. 
 SECTION 3.04.
Certification of Limited Liability Company Interests and Limited Partnership Interests. Each interest in any limited liability company or limited partnership which is a Subsidiary and pledged hereunder shall be represented by a
certificate, shall be a “security” within the meaning of Article 8 of the New York UCC and shall be governed by Article 8 of the New York UCC. 
 SECTION 3.05. Registration in Nominee Name; Denominations. Upon the occurrence and during the continuation of an Event of Default, the Collateral Agent, on behalf of the Secured Parties, shall have the
right (in its sole and absolute discretion), at any time after the Discharge of First Lien Obligations, to hold the Pledged Securities in its own name as pledgee, the name of its nominee (as pledgee or as sub-agent) or the name of the applicable
Grantor, endorsed or assigned in blank or in favor of the Collateral Agent. Upon the occurrence and during the continuation of an Event of Default, each Grantor will promptly give to the Collateral Agent copies of any notices or other communications
received by it with respect to Pledged Securities in its capacity as the registered owner thereof. Upon the occurrence and during the continuation of an Event of Default, at any time after the Discharge of First Lien Obligations, the Collateral
Agent shall have the right to exchange the certificates representing Pledged Securities for certificates of smaller or larger denominations for any purpose consistent with this Agreement. 
 SECTION 3.06. Voting Rights; Dividends and Interest, Etc. (a) Unless and until an Event of Default shall have occurred and be
continuing and the Collateral Agent shall have given the Grantors written notice of its intent to exercise its rights under this Agreement (which notice shall be deemed to have been given immediately upon the occurrence of an Event of Default under
paragraph (g) or (h) of Article VII of the Second Lien Credit Agreement): 
 (i) Each Grantor shall be entitled to
exercise any and all voting and/or other consensual rights and powers inuring to an owner of Pledged Securities or any part thereof for any purpose consistent with the terms of this Agreement, the Second Lien Credit Agreement and the other Loan
Documents; provided, however, that such rights and powers shall not be exercised in any manner that could reasonably be expected to have a Material Adverse Effect. 
  

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 (ii) The Collateral Agent shall execute and deliver to each Grantor, or cause to be
executed and delivered to each Grantor, all such proxies, powers of attorney and other instruments as such Grantor may reasonably request for the purpose of enabling such Grantor to exercise the voting and/or consensual rights and powers it is
entitled to exercise pursuant to paragraph (i) above. 
 (iii) Each Grantor shall be entitled to receive and retain any
and all dividends, interest, principal and other distributions paid on or distributed in respect of the Pledged Securities to the extent and only to the extent that such dividends, interest, principal and other distributions are permitted by, and
otherwise paid or distributed in accordance with, the terms and conditions of the Second Lien Credit Agreement, the other Loan Documents and applicable law; provided, however, that any noncash dividends, interest, principal or other
distributions that would constitute Pledged Stock or Pledged Debt Securities, whether resulting from a subdivision, combination or reclassification of the outstanding Equity Interests of the issuer of any Pledged Securities or received in exchange
for Pledged Securities or any part thereof, or in redemption thereof, or as a result of any merger, consolidation, acquisition or other exchange of assets to which such issuer may be a party or otherwise, shall be and become part of the Pledged
Collateral, and, to the extent required to be delivered hereunder, if received by any Grantor, shall not be commingled by such Grantor with any of its other funds or property but shall be held separate and apart therefrom, shall be held in trust for
the ratable benefit of the Secured Parties and shall be forthwith delivered to the Collateral Agent (or, prior to the Discharge of First Lien Obligations, to the First Lien Collateral Agent, acting as gratuitous bailee of the Collateral Agent) in
the same form as so received (with any necessary endorsement or instrument of assignment). This paragraph (iii) shall not apply to dividends between or among the Borrower, the Guarantors and any Subsidiaries only of property subject to a
perfected security interest under this Agreement. 
 (b) Upon the occurrence and during the continuance of an Event of Default, after the
Collateral Agent shall have notified (or shall be deemed to have notified pursuant to Section 3.06(a)) the Grantors in writing of the suspension of their rights under paragraph (a)(iii) of this Section 3.06, then all rights of any Grantor
to dividends, interest, principal or other distributions that such Grantor is authorized to receive pursuant to paragraph (a)(iii) of this Section 3.06 shall cease, and all such rights shall thereupon become vested in the Collateral Agent,
which, subject to the rights of the First Lien Collateral Agent under the Intercreditor Agreement, shall have the sole and exclusive right and authority to receive and retain such dividends, interest, principal or other distributions. All dividends,
interest, principal or other distributions received by any Grantor contrary to the provisions of this Section 3.06 shall be held in trust for the benefit of the Collateral Agent, shall be segregated from other property or funds of such Grantor
and, subject to the rights of the First Lien Collateral Agent and the obligations of the Grantors under the First Lien Loan Documents and the Intercreditor Agreement, shall be 

  

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forthwith delivered to the Collateral Agent upon demand in the same form as so received (with any necessary endorsement or instrument of assignment). Any and
all money and other property paid over to or received by the Collateral Agent pursuant to the provisions of this paragraph (b) shall be retained by the Collateral Agent in an account to be established by the Collateral Agent upon receipt of
such money or other property and shall be applied in accordance with the provisions of Section 5.02. The Collateral Agent shall, promptly after all such Events of Default have been cured or waived, repay to each applicable Grantor (without
interest) all dividends, interest, principal or other distributions that such Grantor would otherwise be permitted to retain pursuant to the terms of paragraph (a)(iii) of this Section 3.06 and that remain in such account. 
 (c) Upon the occurrence and during the continuance of an Event of Default, after the Collateral Agent shall have notified (or shall be deemed to have
notified pursuant to Section 3.06(a)) the Grantors in writing of the suspension of their rights under paragraph (a)(i) of this Section 3.06, then all rights of any Grantor to exercise the voting and consensual rights and powers it is
entitled to exercise pursuant to paragraph (a)(i) of this Section 3.06, and the obligations of the Collateral Agent under paragraph (a)(ii) of this Section 3.06, shall cease, and all such rights shall thereupon become, subject to
the rights of the First Lien Collateral Agent and the obligations of the Grantors under the First Lien Loan Documents and the Intercreditor Agreement, vested in the Collateral Agent, which shall have the sole and exclusive right and authority to
exercise such voting and consensual rights and powers; provided that, unless otherwise directed by the Required Lenders, the Collateral Agent shall have the right from time to time following and during the continuance of an Event of Default
to permit the Grantors to exercise such rights. 
 (d) Any notice given by the Collateral Agent to the Grantors exercising its rights under
paragraph (a) of this Section 3.06 (i) may be given by telephone if promptly confirmed in writing, (ii) may be given to one or more of the Grantors at the same or different times and (iii) may suspend the rights of the
Grantors under paragraph (a)(i) or paragraph (a)(iii) in part without suspending all such rights (as specified by the Collateral Agent in its sole and absolute discretion) and without waiving or otherwise affecting the Collateral Agent’s rights
to give additional notices from time to time suspending other rights so long as an Event of Default has occurred and is continuing. 
 ARTICLE
IV 
 Security Interests in Personal Property 
 SECTION 4.01. Security Interest. (a) As security for the payment or performance, as the case may be, in full of the Obligations, each Grantor hereby assigns and pledges to the Collateral Agent, its
successors and assigns, for the ratable benefit of the Secured Parties, and hereby grants to the Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, a security interest (the “Security
Interest”), in all right, title or interest in or to any and all of the following assets and properties now owned or at any time hereafter acquired by such Grantor or in which such Grantor now has or at any time in the future may
acquire any right, title or interest (collectively, the “Article 9 Collateral”): 
 (i) all
Accounts; 
  

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 (ii) all Chattel Paper; 
 (iii) all cash and Deposit Accounts; 
 (iv) all Documents; 
 (v) all Equipment; 
 (vi) all General Intangibles; 
 (vii) all Instruments; 
 (viii) all Inventory; 
 (ix) all Investment Property; 
 (x) all Letter-of-Credit Rights; 
 (xi) all Commercial Tort Claims; 
 (xii) all books and records pertaining to the Article 9 Collateral; and 
 (xiii) to the extent not otherwise included, all Proceeds and products of any and all of the foregoing and all collateral security and
guarantees given by any person with respect to any of the foregoing; 
 provided, however, that notwithstanding any of the other
provisions set forth in this Section 4, in no event shall the security interest granted under this Section 4 attach to any Excluded Collateral. 
 (b) Each Grantor hereby irrevocably authorizes the Collateral Agent at any time and from time to time to file in any relevant jurisdiction any initial financing statements (including fixture filings) with respect to
the Article 9 Collateral or any part thereof and amendments thereto that (i) indicate the Article 9 Collateral as “all assets” of such Grantor or words of similar effect, and (ii) contain the information required by Article 9 of
the Uniform Commercial Code of each applicable jurisdiction for the filing of any financing statement or amendment, including (A) whether such Grantor is an organization, the type of organization and any organizational identification number
issued to such Grantor and (B) in the case of a financing statement filed as a fixture filing, a sufficient description of the real property to which such Article 9 Collateral relates. Each Grantor agrees to provide such information to the
Collateral Agent promptly upon request. 
  

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 The Collateral Agent is further authorized to file with the United States Patent and Trademark Office or
United States Copyright Office (or any successor office or any similar office in any other country) such documents as may be necessary or advisable for the purpose of perfecting, confirming, continuing, enforcing or protecting the Security Interest
granted by each Grantor, without the signature of any Grantor, and naming any Grantor or the Grantors as debtors and the Collateral Agent as secured party. 
 (c) The Security Interest is granted as security only and shall not subject the Collateral Agent or any other Secured Party to, or in any way alter or modify, any obligation or liability of any Grantor with respect to
or arising out of the Article 9 Collateral. 
 SECTION 4.02. Representations and Warranties. The Grantors jointly and
severally represent and warrant to the Collateral Agent and the Secured Parties that: 
 (a) Except for the security interests
granted hereunder and the Liens permitted pursuant to Section 6.02 of the Second Lien Credit Agreement, each Grantor has good and valid rights in and title to the Article 9 Collateral with respect to which it has purported to grant a
Security Interest hereunder and has full power and authority to grant to the Collateral Agent, for the ratable benefit of the Secured Parties, the Security Interest in such Article 9 Collateral pursuant hereto and to execute, deliver and
perform its obligations in accordance with the terms of this Agreement, without the consent or approval of any other person other than any consent or approval that has been obtained. 
 (b) The Perfection Certificate has been duly prepared, completed and executed and the information set forth therein (including
(x) the exact legal name of each Grantor and (y) the jurisdiction of organization of each Grantor) is correct and complete in all material respects as of the Closing Date. Uniform Commercial Code financing statements (including fixture
filings, as applicable) or other appropriate filings, recordings or registrations containing a description of the Article 9 Collateral have been prepared by the Collateral Agent based upon the information provided to the Administrative Agent
and the Secured Parties in the Perfection Certificate for filing in each governmental, municipal or other office specified in Section 2 of the Perfection Certificate (or specified by notice from the Borrower to the Administrative Agent after
the Closing Date in the case of filings, recordings or registrations required by Sections 5.06 or 5.12 of the Second Lien Credit Agreement). 
 (c) The Article 9 Collateral is owned by the Grantors free and clear of any Lien, except for Liens expressly permitted pursuant to Section 6.02 of the Second Lien Credit Agreement. No Grantor has filed or
consented to the filing of (i) any financing statement or analogous document under the Uniform Commercial Code or any other applicable laws covering any Article 9 Collateral, (ii) any assignment in which any Grantor assigns any
Collateral or any security agreement or similar instrument covering any Article 9 Collateral with the United States Patent and Trademark Office or the United States Copyright Office, (iii)

  

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any notice under the Assignment of Claims Act, or (iv) any assignment in which any Grantor assigns any Article 9 Collateral or any security
agreement or similar instrument covering any Article 9 Collateral with any foreign governmental, municipal or other office, which financing statement or analogous document, assignment, security agreement or similar instrument is still in
effect, except, in each case, for Liens expressly permitted pursuant to Section 6.02 of the Second Lien Credit Agreement. As of the Closing Date, no Grantor holds any Commercial Tort Claims except as indicated on the Perfection Certificate.

 SECTION 4.03. Covenants. (a) Except in connection with a transaction permitted by Section 6.05 of the First Lien
Credit Agreement following which any Grantor shall cease to be a Loan Party, each Grantor agrees promptly to notify the Collateral Agent in writing of any change in (i) its legal name, (ii) its identity or type of organization or corporate
structure, (iii) its Federal Taxpayer Identification Number or organizational identification number or (iv) its jurisdiction of organization. Each Grantor agrees promptly to provide the Collateral Agent with certified organizational
documents reflecting any of the changes described in the first sentence of this paragraph. Each Grantor agrees not to effect or permit any change referred to in the preceding sentence unless all filings have been made under the Uniform Commercial
Code or otherwise that are required in order for the Collateral Agent to continue at all times following such change to have a valid, legal and perfected first priority security interest in all the Article 9 Collateral contemplated hereunder.
Each Grantor agrees promptly to notify the Collateral Agent if any material portion of the Article 9 Collateral owned or held by such Grantor is damaged or destroyed. 
 (b) Each Grantor agrees to maintain, at its own cost and expense, such complete and accurate records with respect to the Article 9 Collateral owned
by it as is consistent with its current practices and in accordance with such prudent and standard practices used in industries that are the same as or similar to those in which such Grantor is engaged. 
 (c) Each year, at the time of delivery of annual financial statements with respect to the preceding fiscal year pursuant to Section 5.04(a) of the
Second Lien Credit Agreement, the Borrower shall deliver to the Collateral Agent a certificate executed by a Responsible Officer of the Borrower and setting forth in the format of Schedule III a list of all Intellectual Property of any Grantor
in existence on the date thereof and not then listed on such Schedules or previously so identified to the Collateral Agent. 
 (d) Each
Grantor shall, at its own expense, take any and all actions reasonably necessary to defend title to the Article 9 Collateral against all persons and to defend the Security Interest of the Collateral Agent in the Article 9 Collateral and
the priority thereof against any Lien not expressly permitted pursuant to Section 6.02 of the Second Lien Credit Agreement. 
 (e) Each
Grantor agrees, at its own expense, promptly to execute, acknowledge, deliver and cause to be duly filed all such further instruments and documents and take all such actions as the Collateral Agent may from time to time 

  

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reasonably request to better assure, obtain, preserve, protect and perfect the Security Interest and the rights and remedies created hereby, including the
payment of any fees and Taxes required in connection with the execution and delivery of this Agreement, the granting of the Security Interest and the filing of any financing or continuation statements (including fixture filings) or other documents
in connection herewith or therewith. 
 Without limiting the generality of the foregoing, each Grantor hereby authorizes the Collateral
Agent, with reasonable prior notice thereof to the Grantors, to supplement this Agreement by supplementing Schedule III or adding additional schedules hereto to identify specifically any asset or item of a Grantor that, in the Collateral
Agent’s reasonable judgment, constitutes Copyrights, Licenses, Patents or Trademarks; provided that any Grantor shall have the right, exercisable within 10 days after it has been notified by the Collateral Agent of the specific
identification of such Collateral, to advise the Collateral Agent in writing of any inaccuracy of the representations and warranties made by such Grantor hereunder with respect to such Collateral. Each Grantor agrees that it will use its reasonable
best efforts to take such action as shall be reasonably necessary in order that all representations and warranties hereunder shall be true and correct with respect to such Collateral within 30 days after the date it has been notified by the
Collateral Agent of the specific identification of such Collateral. 
 (f) The Collateral Agent and such persons as the Collateral Agent may
designate shall have the right (subject to and otherwise in accordance with Section 5.07 of the Second Lien Credit Agreement), at the applicable Grantor’s own cost and expense, to inspect the Article 9 Collateral, all records related
thereto (and to make extracts and copies from such records) and the premises upon which any of the Article 9 Collateral is located, to discuss the applicable Grantor’s affairs with the officers of such Grantor and its independent
accountants and to verify the existence, validity, amount, quality, quantity, value, condition and status of, or any other matter relating to, the Article 9 Collateral, including, in the case of Accounts or other Article 9 Collateral in the
possession of any third person, by contacting Account Debtors or the third person possessing such Article 9 Collateral for the purpose of making such a verification. The Collateral Agent upon written notice to each Grantor shall have the
absolute right to share any information it gains from such inspection or verification with any Secured Party. 
 (g) At its option, during
the continuance of an Event of Default, the Collateral Agent may discharge past due Taxes, assessments, charges, fees, Liens, security interests or other encumbrances at any time levied or placed on the Article 9 Collateral and not expressly
permitted pursuant to Section 5.03 or Section 6.02 of the Second Lien Credit Agreement, and may pay for the maintenance and preservation of the Article 9 Collateral to the extent any Grantor fails to do so as required by the Second
Lien Credit Agreement or this Agreement, and each Grantor jointly and severally agrees to reimburse the Collateral Agent promptly following demand for any payment made or any expense incurred by the Collateral Agent pursuant to the foregoing
authorization; provided, however, that nothing in this paragraph shall be interpreted as excusing any Grantor from the performance of, or imposing any obligation on the Collateral Agent or any Secured Party to cure or perform, any
covenants or other promises of any Grantor with respect to Taxes, assessments, charges, fees, Liens, security interests or other encumbrances and maintenance as set forth herein or in the other Loan Documents. 
  

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 (h) If at any time any Grantor shall take a security interest in any material property of an Account
Debtor or any other person to secure payment and performance of a material Account, such Grantor shall promptly assign such security interest to the Collateral Agent for the ratable benefit of the Secured Parties. Such assignment need not be filed
of public record unless necessary to continue the perfected status of the security interest against creditors of and transferees from the Account Debtor or other person granting the security interest. 
 (i) Each Grantor, at its own expense, shall maintain or cause to be maintained insurance covering physical loss or damage to the Inventory and Equipment
in accordance with the requirements set forth in Section 5.02 of the Second Lien Credit Agreement. Each Grantor irrevocably makes, constitutes and appoints the Collateral Agent (and all officers, employees or agents designated by the Collateral
Agent) as such Grantor’s true and lawful agent (and attorney-in-fact) for the purpose, upon the occurrence and during the continuance of an Event of Default, of making, settling and adjusting claims in respect of Article 9 Collateral under
policies of insurance, endorsing the name of such Grantor on any check, draft, instrument or other item of payment for the proceeds of such policies of insurance and for making all determinations and decisions with respect thereto. Upon the
occurrence and during the continuance of an Event of Default, in the event that any Grantor at any time or times shall fail to obtain or maintain any of the policies of insurance required hereby or under the Second Lien Credit Agreement or to pay
any premium in whole or part relating thereto, the Collateral Agent may, without waiving or releasing any obligation or liability of any Grantor hereunder or any Default or Event of Default, in its sole discretion, obtain and maintain such policies
of insurance and pay such premium and take any other reasonable actions with respect thereto as the Collateral Agent deems advisable. All sums disbursed by the Collateral Agent in connection with this paragraph, including attorneys’ fees, court
costs, expenses and other charges relating thereto, shall be payable, by the Grantors to the Collateral Agent and shall be additional Obligations secured hereby. 
 (j) Each Grantor shall maintain, in form and manner reasonably satisfactory to the Collateral Agent, records of its Chattel Paper and its books, records and documents evidencing or pertaining thereto. 
 SECTION 4.04. Other Actions. In order to further insure the attachment, perfection and priority of, and the ability of the Collateral Agent
to enforce, the Security Interest in the Article 9 Collateral, each Grantor agrees, in each case at such Grantor’s own expense, to take the following actions with respect to the following Article 9 Collateral: 
 (a) Instruments. If any Grantor shall at any time hold or acquire any Instruments having an individual value in excess of
$250,000, such Grantor shall forthwith endorse, assign and deliver the same to the Collateral Agent or, prior to the Discharge of First Lien Obligations, to the First Lien Collateral Agent, as 

  

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gratuitous bailee, accompanied by such undated instruments of endorsement, transfer or assignment duly executed in blank as the Collateral Agent may from
time to time specify. 
 (b) Deposit Accounts. For each Deposit Account that any Grantor at any time opens or
maintains, such Grantor shall, upon the Collateral Agent’s written request, either (i) cause the depositary bank to agree to comply at any time with instructions from the Collateral Agent or, prior to the Discharge of First Lien
Obligations, the First Lien Collateral Agent, as gratuitous bailee, to such depositary bank directing the disposition of funds from time to time credited to such Deposit Account, without further consent of such Grantor or any other person, pursuant
to an agreement in form and substance reasonably satisfactory to the Collateral Agent, or (ii) arrange for the Collateral Agent or, prior to the Discharge of First Lien Obligations, the First Lien Collateral Agent, as gratuitous bailee to
become the customer of the depositary bank with respect to the Deposit Account, with the Grantor being permitted, only with the consent of the Collateral Agent (or the First Lien Collateral Agent, as the case may be), to exercise rights to withdraw
funds from such Deposit Account. The Collateral Agent agrees with each Grantor that the Collateral Agent shall not give any such instructions or withhold any withdrawal rights from any Grantor, unless an Event of Default has occurred and is
continuing. The provisions of this paragraph shall not apply to any Deposit Account (x) for which any Grantor, the depositary bank and the Collateral Agent or, prior to the Discharge of First Lien Obligations, the First Lien Collateral Agent,
as gratuitous bailee have entered into a cash collateral agreement specially negotiated among such Grantor, the depositary bank and the Collateral Agent (or the First Lien Collateral Agent, as the case may be) for the specific purpose set forth
therein, (y) any payroll, withholding tax or other fiduciary account and/or (z) any such Deposit Accounts that, together with any Securities Accounts described in Section 4.04(c)(z) below, in the aggregate, have a principal balance of
$250,000 or less. 
 (c) Investment Property. Except to the extent otherwise provided in Article III, if
any Grantor shall at any time hold or acquire any certificated securities having an individual value in excess of $250,000 (or otherwise required to be delivered hereunder), such Grantor shall forthwith endorse, assign and deliver the same to the
Collateral Agent or, prior to the Discharge of First Lien Obligations, to the First Lien Collateral Agent, as gratuitous bailee, accompanied by such undated instruments of transfer or assignment duly executed in blank as the Collateral Agent may
from time to time specify. If any such securities now or hereafter acquired by any Grantor are uncertificated and are issued to such Grantor or its nominee directly by the issuer thereof, such Grantor shall promptly notify the Collateral Agent
thereof and, at the Collateral Agent’s written request and option, pursuant to an agreement in form and substance reasonably satisfactory to the Collateral Agent, either (i) cause the issuer to agree to comply with instructions from the
Collateral Agent (or, prior to the Discharge of First Lien Obligations, the First Lien Collateral Agent) as to such securities, without further consent of any Grantor or such nominee, or (ii) arrange for the Collateral 

  

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Agent (or, prior to the Discharge of First Lien Obligations, the First Lien Collateral Agent) to become the registered owner of the securities. If any
securities, whether certificated or uncertificated, or other Investment Property now or hereafter acquired by any Grantor are held by such Grantor or its nominee through a Securities Intermediary or Commodity Intermediary, such Grantor shall
promptly notify the Collateral Agent thereof and, at the Collateral Agent’s request and option, pursuant to an agreement in form and substance reasonably satisfactory to the Collateral Agent, either (i) cause such Securities Intermediary
or Commodity Intermediary, as the case may be, to agree to comply with Entitlement Orders from the Collateral Agent (or, prior to the Discharge of First Lien Obligations, the First Lien Collateral Agent) to such Securities Intermediary as to such
securities or other Investment Property, or (as the case may be) to apply any value distributed on account of any commodity contract as directed by the Collateral Agent (or, prior to the Discharge of First Lien Obligations, the First Lien Collateral
Agent) to such Commodity Intermediary, in each case without further consent of any Grantor or such nominee, or (ii) in the case of Financial Assets (as governed by Article 8 of the New York UCC) or other Investment Property held through a
Securities Intermediary, arrange for the Collateral Agent (or, prior to the Discharge of First Lien Obligations, the First Lien Collateral Agent) to become the Entitlement Holder with respect to such Investment Property, with the Grantor being
permitted, only with the consent of the Collateral Agent (or, prior to the Discharge of First Lien Obligations, the First Lien Collateral Agent), to exercise rights to withdraw or otherwise deal with such Investment Property. The Collateral Agent
agrees with each Grantor that the Collateral Agent shall not give any such Entitlement Orders or instructions or directions to any such issuer, Securities Intermediary or Commodity Intermediary, and shall not withhold its consent to the exercise of
any withdrawal or dealing rights by any Grantor, unless an Event of Default has occurred and is continuing. The provisions of this paragraph shall not apply to any (x) Financial Assets credited to a Securities Account for which the Collateral
Agent (or, prior to the Discharge of First Lien Obligations, the First Lien Collateral Agent) is the Securities Intermediary, (y) any payroll, withholding tax or other fiduciary account and/or (z) any Securities Accounts that, together
with any Deposit Accounts described in Section 4.04(b)(z) above, in the aggregate, have a principal balance of $250,000 or less. 
 (d) Electronic Chattel Paper and Transferable Records. If any Grantor at any time holds or acquires an interest in any Electronic Chattel Paper or any “transferable record”, as that term
is defined in Section 201 of the Federal Electronic Signatures in Global and National Commerce Act, or in Section 16 of the Uniform Electronic Transactions Act as in effect in any relevant jurisdiction, in each case having an individual
value in excess of $250,000, such Grantor shall promptly notify the Collateral Agent thereof and, at the written request of the Collateral Agent, shall take such action as the Collateral Agent may reasonably request to vest in the Collateral Agent
(or, prior to the Discharge of First Lien Obligations, to the First Lien Collateral Agent, acting as gratuitous bailee of the Collateral Agent) control under New York UCC Section 9-105 of such Electronic 

  

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Chattel Paper or control under Section 201 of the Federal Electronic Signatures in Global and National Commerce Act or, as the case may be,
Section 16 of the Uniform Electronic Transactions Act, as so in effect in such jurisdiction, of such transferable record. The Collateral Agent agrees with such Grantor that the Collateral Agent will arrange, pursuant to procedures reasonably
satisfactory to the Collateral Agent and so long as such procedures will not result in the Collateral Agent’s (or, prior to the Discharge of First Lien Obligations, to the First Lien Collateral Agent’s, acting as gratuitous bailee of the
Collateral Agent) loss of control, for the Grantor to make alterations to such Electronic Chattel Paper or transferable record permitted under UCC Section 9-105 or, as the case may be, Section 201 of the Federal Electronic Signatures in
Global and National Commerce Act or Section 16 of the Uniform Electronic Transactions Act for a party in control to allow without loss of control, unless an Event of Default has occurred and is continuing. 
 (e) Letter-of-Credit Rights. If any Grantor is at any time a beneficiary under a letter of credit having an individual value
in excess of $250,000 now or hereafter issued in favor of such Grantor, such Grantor shall promptly notify the Collateral Agent thereof and, at the request and option of the Collateral Agent, and, subject to the rights of the First Lien Collateral
Agent and the obligations of the Grantors under the First Lien Loan Documents and the Intercreditor Agreement, such Grantor shall, pursuant to an agreement in form and substance reasonably satisfactory to the Collateral Agent, either
(i) arrange for the issuer and any confirmer of such letter of credit to consent to an assignment to the Collateral Agent (or, prior to the Discharge of First Lien Obligations, the First Lien Collateral Agent) of the proceeds of any drawing
under the letter of credit or (ii) arrange for the Collateral Agent (or, prior to the Discharge of First Lien Obligations, the First Lien Collateral Agent) to become the transferee beneficiary of the letter of credit, with the Collateral Agent
agreeing, in each case, that the proceeds of any drawing under the letter of credit are to be paid to the applicable Grantor unless an Event of Default has occurred and is continuing. 
 (f) Commercial Tort Claims. If any Grantor shall at any time hold or acquire a Commercial Tort Claim in an amount reasonably
estimated to exceed $500,000, the Grantor shall promptly notify the Collateral Agent thereof in a writing signed by such Grantor including a summary description of such claim and grant to the Collateral Agent, for the ratable benefit of the Secured
Parties, in such writing a security interest therein and in the proceeds thereof, all upon the terms of this Agreement, with such writing to be in form and substance satisfactory to the Collateral Agent. 
 SECTION 4.05. Covenants Regarding Patent, Trademark and Copyright Collateral. (a) Each Grantor agrees that it will not, and will not
permit any of its licensees to, do any act, or omit to do any act, whereby any Patent that is material to the conduct of such Grantor’s business may become invalidated or dedicated to the public, and agrees that it shall continue to mark any
products covered by any such Patent with the relevant patent number as necessary and sufficient to establish and preserve its maximum rights under applicable patent laws. 
  


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 (b) Each Grantor (either itself or through its licensees or its sublicensees) will, for each Trademark
material to the conduct of such Grantor’s business, (i) maintain such Trademark in full force free from any claim of abandonment or invalidity for non-use, (ii) maintain the quality of products and services offered under such
Trademark, (iii) display such Trademark with notice of Federal or foreign registration to the extent necessary and sufficient to establish and preserve its maximum rights under applicable law and (iv) not knowingly use or knowingly permit
the use of such Trademark in violation of any third party rights. 
 (c) Each Grantor (either itself or through its licensees or
sublicensees) will, for each work covered by a material Copyright, continue to publish, reproduce, display, adopt and distribute the work with appropriate copyright notice as necessary and sufficient to establish and preserve its maximum rights
under applicable copyright laws. 
 (d) Each Grantor shall notify the Collateral Agent promptly if it knows or has reason to know that any
Patent, Trademark or Copyright material to the conduct of its business may become abandoned, lost or dedicated to the public, or of any adverse determination or development (including the institution of, or any such determination or development in,
any proceeding in the United States Patent and Trademark Office, United States Copyright Office or any court or similar office of any country) regarding such Grantor’s ownership of any Patent, Trademark or Copyright, its right to register the
same, or its right to keep and maintain the same. 
 (e) In no event shall any Grantor, either itself or through any agent, employee,
licensee or designee, file an application for any Patent, Trademark or Copyright (or for the registration of any Trademark or Copyright) with the United States Patent and Trademark Office, United States Copyright Office or any office or agency in
any political subdivision of the United States or in any other country or any political subdivision thereof, unless it promptly notifies the Collateral Agent, and, upon request of the Collateral Agent, executes and delivers any and all agreements,
instruments, documents and papers as the Collateral Agent may reasonably request to evidence the Security Interest in such Patent, Trademark or Copyright, and each Grantor hereby appoints the Collateral Agent as its attorney-in-fact to execute and
file such writings for the foregoing purposes, all acts of such attorney being hereby ratified and confirmed; such power, being coupled with an interest, is irrevocable for the term of this Agreement. 
 (f) Each Grantor will take all necessary steps that are consistent with the practice in any proceeding before the United States Patent and Trademark
Office, United States Copyright Office or any office or agency in any political subdivision of the United States or in any other country or any political subdivision thereof, to maintain and pursue each material application relating to the Patents,
Trademarks and/or Copyrights (and to obtain the relevant grant or registration) and to maintain each issued Patent and each registration of the Trademarks and Copyrights that is material to the conduct of any Grantor’s business, including
timely filings of applications for renewal, affidavits of use, 

  

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affidavits of incontestability and payment of maintenance fees, and, if consistent with good business judgment, to initiate opposition, interference and
cancellation proceedings against third parties. 
 (g) In the event that any Grantor knows or has reason to believe that any Article 9
Collateral consisting of a Patent, Trademark or Copyright material to the conduct of any Grantor’s business has been or is about to be materially infringed, misappropriated or diluted by a third person, such Grantor promptly shall notify the
Collateral Agent and shall, if consistent with good business judgment, promptly sue for infringement, misappropriation or dilution and to recover any and all damages for such infringement, misappropriation or dilution, and take such other actions as
are appropriate under the circumstances to protect such Article 9 Collateral. 
 (h) Upon the occurrence and during the continuance of
an Event of Default, promptly following the request of the Collateral Agent, each Grantor shall use its best efforts to obtain all requisite consents or approvals by the licensor of each Copyright License, Patent License or Trademark License, and
each other material License, to effect the assignment of all such Grantor’s right, title and interest thereunder to the Collateral Agent, for the ratable benefit of the Secured Parties, or its designee. 
 ARTICLE V 
 Remedies 

SECTION 5.01. Remedies Upon Default. Upon the occurrence and during the continuance of an Event of Default, each Grantor agrees to
deliver each item of Collateral to the Collateral Agent on demand, and it is agreed that the Collateral Agent shall have the right to take any of or all the following actions at the same or different times: (a) with respect to any
Article 9 Collateral consisting of Intellectual Property, on demand, to cause the Security Interest to become an assignment, transfer and conveyance of any of or all such Article 9 Collateral by the applicable Grantor to the Collateral Agent,
or to license or sublicense, whether general, special or otherwise, and whether on an exclusive or nonexclusive basis, any such Article 9 Collateral throughout the world on such terms and conditions and in such manner as the Collateral Agent shall
determine (other than in violation of any then-existing licensing arrangements to the extent that waivers cannot upon the use of commercially reasonable efforts be obtained), and (b) with or without legal process and with or without prior
notice or demand for performance, to take possession of the Article 9 Collateral and without liability for trespass to enter any premises where the Article 9 Collateral may be located for the purpose of taking possession of or removing the Article 9
Collateral and, generally, to exercise any and all rights afforded to a secured party under the Uniform Commercial Code or other applicable law. Without limiting the generality of the foregoing, each Grantor agrees that the Collateral Agent shall
have the right, subject to the mandatory requirements of applicable law, to sell or otherwise dispose of all or any part of the Collateral at a public or private sale or at any broker’s board or on any securities exchange, for cash, upon credit
or for future delivery as the Collateral Agent shall deem 

  

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appropriate. The Collateral Agent shall be authorized at any such sale (if it deems it reasonable to do so) to restrict the prospective bidders or purchasers
to persons who will represent and agree that they are purchasing the Collateral for their own account for investment and not with a view to the distribution or sale thereof, and upon consummation of any such sale the Collateral Agent shall have the
right to assign, transfer and deliver to the purchaser or purchasers thereof the Collateral so sold. Each such purchaser at any such sale shall hold the property sold absolutely, free from any claim or right on the part of any Grantor, and each
Grantor hereby waives (to the extent permitted by law) all rights of redemption, stay and appraisal which such Grantor now has or may at any time in the future have under any rule of law or statute now existing or hereafter enacted. 
 The Collateral Agent shall give each applicable Grantor 10 days’ written notice (which each Grantor agrees is reasonable notice within the
meaning of Section 9-611 of the New York UCC or its equivalent in other jurisdictions) of the Collateral Agent’s intention to make any sale of Collateral. Such notice, in the case of a public sale, shall state the time and place for
such sale and, in the case of a sale at a broker’s board or on a securities exchange, shall state the board or exchange at which such sale is to be made and the day on which the Collateral, or portion thereof, will first be offered for sale at
such board or exchange. Any such public sale shall be held at such time or times within ordinary business hours and at such place or places as the Collateral Agent may fix and state in the notice (if any) of such sale. At any such sale, the
Collateral, or portion thereof, to be sold may be sold in one lot as an entirety or in separate parcels, as the Collateral Agent may (in its sole and absolute discretion) determine. The Collateral Agent shall not be obligated to make any sale of any
Collateral if it shall determine not to do so, regardless of the fact that notice of sale of such Collateral shall have been given. The Collateral Agent may, without notice or publication, adjourn any public or private sale or cause the same to be
adjourned from time to time by announcement at the time and place fixed for sale, and such sale may, without further notice, be made at the time and place to which the same was so adjourned. In case any sale of all or any part of the Collateral is
made on credit or for future delivery, the Collateral so sold may be retained by the Collateral Agent until the sale price is paid by the purchaser or purchasers thereof, but the Collateral Agent shall not incur any liability in case any such
purchaser or purchasers shall fail to take up and pay for the Collateral so sold and, in case of any such failure, such Collateral may be sold again upon like notice. At any public (or, to the extent permitted by law, private) sale made pursuant to
this Agreement, any Secured Party may bid for or purchase, free (to the extent permitted by applicable law) from any right of redemption, stay, valuation or appraisal on the part of any Grantor (all said rights being also hereby waived and released
to the extent permitted by applicable law), the Collateral or any part thereof offered for sale and may make payment on account thereof by using any claim then due and payable to such Secured Party from any Grantor as a credit against the purchase
price, and such Secured Party may, upon compliance with the terms of sale, hold, retain and dispose of such property without further accountability to any Grantor therefor. For purposes hereof, a written agreement to purchase the Collateral or any
portion thereof shall be treated as a sale thereof; the Collateral Agent shall be free to carry out such sale pursuant to such agreement and no Grantor shall be entitled to the return of the Collateral or any portion thereof subject thereto,
notwithstanding the fact 

  

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that after the Collateral Agent shall have entered into such an agreement all Events of Default shall have been remedied and the Obligations paid in full. As
an alternative to exercising the power of sale herein conferred upon it, the Collateral Agent may proceed by a suit or suits at law or in equity to foreclose this Agreement and to sell the Collateral or any portion thereof pursuant to a judgment or
decree of a court or courts having competent jurisdiction or pursuant to a proceeding by a court-appointed receiver. Any sale pursuant to the provisions of this Section 5.01 shall be deemed to conform to the commercially reasonable standards as
provided in Section 9-610(b) of the New York UCC or its equivalent in other jurisdictions. 
 Any remedies provided in this
Section 5.01 shall be subject to the Intercreditor Agreement. 
 SECTION 5.02. Application of Proceeds. Subject to the
payment over provisions set forth in the Intercreditor Agreement, the Collateral Agent shall apply the proceeds of any collection, sale, foreclosure or other realization upon any Collateral, including any Collateral consisting of cash, as follows:

 FIRST, to the payment of all reasonable and documented costs and expenses incurred by the Administrative Agent or the
Collateral Agent (in their respective capacities as such hereunder or under any other Loan Document) in connection with such collection, sale, foreclosure or realization or otherwise in connection with this Agreement, any other Loan Document or any
of the Obligations, including all court costs and the fees and expenses of its agents and legal counsel, the repayment of all advances made by the Administrative Agent and/or the Collateral Agent hereunder or under any other Loan Document on behalf
of any Grantor and any other costs or expenses incurred in connection with the exercise of any right or remedy hereunder or under any other Loan Document; 
 SECOND, to the payment in full of all other Obligations (the amounts so applied to be distributed among the Secured Parties pro rata in accordance with the amounts of the Obligations owed to them on the date of any
such distribution); and 
 THIRD, to the Grantors, their successors or assigns, or as a court of competent jurisdiction may
otherwise direct. 
 The Collateral Agent shall have absolute discretion as to the time of application of any such proceeds, moneys or balances in accordance
with this Agreement. Upon any sale of Collateral by the Collateral Agent (including pursuant to a power of sale granted by statute or under a judicial proceeding), the receipt of the Collateral Agent or of the officer making the sale shall be a
sufficient discharge to the purchaser or purchasers of the Collateral so sold and such purchaser or purchasers shall not be obligated to see to the application of any part of the purchase money paid over to the Collateral Agent or such officer or be
answerable in any way for the misapplication thereof. 
  

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 SECTION 5.03. Grant of License to Use Intellectual Property. For the purpose of enabling
the Collateral Agent to exercise rights and remedies under this Agreement at such time as the Collateral Agent shall be lawfully entitled to exercise such rights and remedies, each Grantor hereby grants to the Collateral Agent an irrevocable,
nonexclusive license (exercisable without payment of royalty or other compensation to the Grantors), to use, license or sublicense any of the Article 9 Collateral consisting of Intellectual Property now owned or hereafter acquired by such
Grantor, and wherever the same may be located, and including in such license access to all media in which any of the licensed items may be recorded or stored and to all computer software and programs used for the compilation or printout thereof. The
use of such license by the Collateral Agent may be exercised, at the option of the Collateral Agent, only upon the occurrence and during the continuation of an Event of Default; provided, however, that any license, sublicense or other
transaction entered into by the Collateral Agent in accordance herewith shall be binding upon each Grantor notwithstanding any subsequent cure of an Event of Default. 
 SECTION 5.04. Securities Act, Etc. In view of the position of the Grantors in relation to the Pledged Collateral, or because of other current or future circumstances, a question may arise under the U.S.
Securities Act of 1933, as now or hereafter in effect, or any similar statute hereafter enacted analogous in purpose or effect (such Act and any such similar statute as from time to time in effect being called the “Federal Securities
Laws”) with respect to any disposition of the Pledged Collateral permitted hereunder. Each Grantor understands that compliance with the Federal Securities Laws might very strictly limit the course of conduct of the Collateral Agent if
the Collateral Agent were to attempt to dispose of all or any part of the Pledged Collateral, and might also limit the extent to which or the manner in which any subsequent transferee of any Pledged Collateral could dispose of the same. Similarly,
there may be other legal restrictions or limitations affecting the Collateral Agent in any attempt to dispose of all or part of the Pledged Collateral under applicable “blue sky” or other state securities laws or similar laws analogous in
purpose or effect. Each Grantor recognizes that in light of such restrictions and limitations the Collateral Agent may, with respect to any sale of the Pledged Collateral, limit the purchasers to those who will agree, among other things, to acquire
such Pledged Collateral for their own account, for investment, and not with a view to the distribution or resale thereof. Each Grantor acknowledges and agrees that in light of such restrictions and limitations, the Collateral Agent, in its sole and
absolute discretion (a) may proceed to make such a sale whether or not a registration statement for the purpose of registering such Pledged Collateral or part thereof shall have been filed under the Federal Securities Laws and (b) may
approach and negotiate with a limited number of potential purchasers (including a single potential purchaser) to effect such sale. Each Grantor acknowledges and agrees that any such sale might result in prices and other terms less favorable to the
seller than if such sale were a public sale without such restrictions. In the event of any such sale, the Collateral Agent shall incur no responsibility or liability for selling all or any part of the Pledged Collateral at a price that the
Collateral Agent, in its sole and absolute discretion, may in good faith deem reasonable under the circumstances, notwithstanding the possibility that a substantially higher price might have been realized if the sale were deferred until after
registration as aforesaid or if more than a limited number of purchasers (or a single 

  

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purchaser) were approached. The provisions of this Section 5.04 will apply notwithstanding the existence of a public or private market upon which the
quotations or sales prices may exceed substantially the price at which the Collateral Agent sells. 
 ARTICLE VI 
 Indemnity, Subrogation and Subordination 
 SECTION 6.01. Indemnity and Subrogation. In addition to all such rights of indemnity and subrogation as the Guarantors may have under applicable law (but subject to Section 6.03), the Borrower
agrees that (a) in the event a payment shall be made by any Guarantor under this Agreement, the Borrower shall indemnify such Guarantor for the full amount of such payment and such Guarantor shall be subrogated to the rights of the person to
whom such payment shall have been made to the extent of such payment and (b) in the event any assets of any Guarantor shall be sold pursuant to this Agreement or any other Security Document to satisfy in whole or in part a claim of any Secured
Party, the Borrower shall indemnify such Guarantor in an amount equal to the greater of the book value or the fair market value of the assets so sold. 
 SECTION 6.02. Contribution and Subrogation. Each Guarantor (a “Contributing Guarantor”) agrees (subject to Section 6.03) that, in the event a payment shall be made by any
other Guarantor hereunder in respect of any Obligation, or assets of any other Guarantor shall be sold pursuant to any Security Document to satisfy any Obligation owed to any Secured Party, and such other Guarantor (the “Claiming
Guarantor”) shall not have been fully indemnified by the Borrower as provided in Section 6.01, the Contributing Guarantor shall indemnify the Claiming Guarantor in an amount equal to (i) the amount of such payment or
(ii) the greater of the book value or the fair market value of such assets, as the case may be, in each case multiplied by a fraction of which the numerator shall be the net worth of the Contributing Guarantor on the date hereof and the
denominator shall be the aggregate net worth of all the Guarantors on the date hereof (or, in the case of any Guarantor becoming a party hereto pursuant to Section 7.16, the date of the supplement hereto executed and delivered by such
Guarantor). Any Contributing Guarantor making any payment to a Claiming Guarantor pursuant to this Section 6.02 shall be subrogated to the rights of such Claiming Guarantor under Section 6.01 to the extent of such payment. 
 SECTION 6.03. Subordination. (a) Notwithstanding any provision of this Agreement to the contrary, all rights of the Guarantors under
Sections 6.01 and 6.02 and all other rights of indemnity, contribution or subrogation under applicable law or otherwise shall be fully subordinated to the indefeasible payment in full in cash of the Obligations. No failure on the part of the
Borrower or any Guarantor to make the payments required by Sections 6.01 and 6.02 (or any other payments required under applicable law or otherwise) shall in any respect limit the obligations and liabilities of any Guarantor with respect to its
obligations hereunder, and each Guarantor shall remain liable for the full amount of its obligations hereunder. 
  

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 (b) The Borrower and each Guarantor hereby agree that all Indebtedness and other monetary obligations
owed by it to the Borrower or any Subsidiary shall, upon the occurrence and during the continuance of an Event of Default, be fully subordinated to the indefeasible payment in full in cash of the Obligations. 
 ARTICLE VII 
 Miscellaneous 

 SECTION 7.01. Notices. All communications and notices hereunder shall (except as otherwise expressly permitted herein) be in
writing and given as provided in Section 9.01 of the Second Lien Credit Agreement. All communications and notices hereunder to any Subsidiary Guarantor shall be given to it in care of the Borrower as provided in Section 9.01 of the Second
Lien Credit Agreement. 
 SECTION 7.02. Security Interest Absolute. In accordance with applicable laws, all rights of the
Collateral Agent hereunder, the Security Interest, the grant of a security interest in the Pledged Collateral and all obligations of each Grantor hereunder shall be absolute and unconditional irrespective of (a) any lack of validity or
enforceability of the Second Lien Credit Agreement, any other Loan Document, any agreement with respect to any of the Obligations or any other agreement or instrument relating to any of the foregoing, (b) any change in the time, manner or place
of payment of, or in any other term of, all or any of the Obligations, or any other amendment or waiver of or any consent to any departure from the Second Lien Credit Agreement, any other Loan Document or any other agreement or instrument relating
to the foregoing, (c) any exchange, release or non-perfection of any Lien on other collateral (except for dispositions of Collateral permitted pursuant to the terms of the Second Lien Credit Agreement), or any release or amendment or waiver of
or consent under or departure from any guarantee, securing or guaranteeing all or any of the Obligations, or (d) any other circumstance that might otherwise constitute a defense available to, or a discharge of, any Grantor in respect of the
Obligations or this Agreement. 
 SECTION 7.03. Survival of Agreement. All covenants, agreements, representations and
warranties made by the Loan Parties in the Loan Documents and in the certificates or other instruments prepared or delivered in connection with or pursuant to this Agreement or any other Loan Document shall be considered to have been relied upon by
the Lenders and shall survive the execution and delivery of the Loan Documents and the making of any Loans, regardless of any investigation made by any Lender or on their behalf and notwithstanding that the Collateral Agent or any Lender may have
had notice or knowledge of any Default or incorrect representation or warranty at the time any credit is extended under the Second Lien Credit Agreement, and shall continue in full force and effect as long as the principal of or any accrued interest
on any Loan or any fee or any other amount payable under any Loan Document is outstanding and unpaid. 
 SECTION 7.04. Binding Effect;
Several Agreement. This Agreement shall become effective as to any Loan Party when a counterpart hereof executed on behalf 

  

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of such Loan Party shall have been delivered to the Collateral Agent and a counterpart hereof shall have been executed on behalf of the Collateral Agent, and
thereafter shall be binding upon such Loan Party and the Collateral Agent and their respective permitted successors and assigns, and shall inure to the benefit of such Loan Party, the Collateral Agent and the other Secured Parties and their
respective successors and assigns, except that no Loan Party shall have the right to assign or transfer its rights or obligations hereunder or any interest herein or in the Collateral (and any such assignment or transfer shall be void) except as
expressly contemplated or permitted by this Agreement or the Second Lien Credit Agreement. This Agreement shall be construed as a separate agreement with respect to each Loan Party and may be amended, modified, supplemented, waived or released with
respect to any Loan Party without the approval of any other Loan Party and without affecting the obligations of any other Loan Party hereunder. 
 SECTION 7.05. Successors and Assigns. Whenever in this Agreement any of the parties hereto is referred to, such reference shall be deemed to include the permitted successors and assigns of such party; and all covenants,
promises and agreements by or on behalf of any Grantor or the Collateral Agent that are contained in this Agreement shall bind and inure to the benefit of their respective successors and assigns. 
 SECTION 7.06. Collateral Agent’s Fees and Expenses; Indemnification. (a) The parties hereto agree that the Collateral Agent shall
be entitled to reimbursement of its expenses incurred hereunder as and to the extent provided in Section 9.05 of the Second Lien Credit Agreement. 
 (b) Without limitation of its indemnification obligations under the other Loan Documents, each Grantor jointly and severally agrees to indemnify the Collateral Agent and the other indemnitees against, and hold each
indemnitee harmless from, any and all losses, claims, damages, liabilities, and related expenses, including reasonable and documented counsel fees, charges and disbursements (subject to the limitations set forth in Section 9.05(a) of the Second
Lien Credit Agreement), incurred by or asserted against any indemnitee arising out of, in any way connected with, or as a result of, the execution or delivery or performance of this Agreement or any agreement or instrument contemplated hereby or any
claim, litigation, investigation or proceeding relating to any of the foregoing or to the Collateral, regardless of whether any indemnitee is a party thereto or whether initiated by a third party or by a Loan Party or any Affiliate thereof;
provided, however, that such indemnity shall not, as to any indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses are determined by a court of competent jurisdiction by final and
nonappealable judgment to have resulted from the gross negligence or wilful misconduct of such indemnitee. To the extent permitted by applicable law, no Grantor shall assert, and each Grantor hereby waives any claim against any indemnitee, on any
theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement or any agreement or instrument contemplated hereby, the
Transactions or any Loan or the use of proceeds thereof. 
  

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 (c) Any such amounts payable as provided hereunder shall be additional Obligations secured hereby and by
the other Security Documents. The provisions of this Section 7.06 shall remain operative and in full force and effect regardless of the termination of this Agreement or any other Loan Document, the consummation of the transactions contemplated
hereby, the repayment of any of the Obligations, the invalidity or unenforceability of any term or provision of this Agreement or any other Loan Document, or any investigation made by or on behalf of the Collateral Agent or any other Secured Party.
All amounts due under this Section 7.06 shall be payable promptly following written demand therefor and shall bear interest, on and from the date of demand, at the rate specified in Section 2.06(a) of the Second Lien Credit Agreement.

 SECTION 7.07. Collateral Agent Appointed Attorney-in-Fact. Upon the occurrence and during the continuation of an Event of
Default, each Grantor hereby appoints the Collateral Agent as the attorney-in-fact of such Grantor for the purpose of carrying out the provisions of this Agreement and taking any action and executing any instrument that the Collateral Agent may deem
necessary or advisable to accomplish the purposes hereof, which appointment is irrevocable for the term of this Agreement and coupled with an interest; provided, however, that notwithstanding the preceding each Grantor hereby
immediately appoints the Collateral Agent as the attorney-in-fact of such Grantor for the purpose of perfecting any security interest created hereunder. Without limiting the generality of the foregoing, the Collateral Agent shall have the right,
upon the occurrence and during the continuance of an Event of Default, with full power of substitution either in the Collateral Agent’s name or in the name of such Grantor (a) to receive, endorse, assign and/or deliver any and all notes,
acceptances, checks, drafts, money orders or other evidences of payment relating to the Collateral or any part thereof, (b) to demand, collect, receive payment of, give receipt for and give discharges and releases of all or any of the
Collateral, (c) to sign the name of any Grantor on any invoice or bill of lading relating to any of the Collateral, (d) to send verifications of Accounts Receivable to any Account Debtor, (e) to commence and prosecute any and all
suits, actions or proceedings at law or in equity in any court of competent jurisdiction to collect or otherwise realize on all or any of the Collateral or to enforce any rights in respect of any Collateral, (f) to settle, compromise, compound,
adjust or defend any actions, suits or proceedings relating to all or any of the Collateral, (g) to notify, or to require any Grantor to notify, Account Debtors to make payment directly to the Collateral Agent, and (h) to use, sell,
assign, transfer, pledge, make any agreement with respect to or otherwise deal with all or any of the Collateral, and to do all other acts and things necessary to carry out the purposes of this Agreement in accordance with its terms, as fully and
completely as though the Collateral Agent were the absolute owner of the Collateral for all purposes; provided, however, that nothing herein contained shall be construed as requiring or obligating the Collateral Agent to make any
commitment or to make any inquiry as to the nature or sufficiency of any payment received by the Collateral Agent, or to present or file any claim or notice, or to take any action with respect to the Collateral or any part thereof or the moneys due
or to become due in respect thereof or any property covered thereby. The Collateral Agent and the other Secured Parties shall be accountable only for amounts actually received as a result of the exercise of the powers granted to them herein, and
neither they nor their officers, directors, employees or agents shall be responsible to any Grantor for any act or failure to act hereunder, except for their own gross negligence, wilful misconduct or bad faith. 
  

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 SECTION 7.08. Applicable Law. THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH AND
GOVERNED BY THE LAWS OF THE STATE OF NEW YORK. 
 SECTION 7.09. Waivers; Amendment. (a) No failure or delay by the
Collateral Agent, the Administrative Agent or any Lender in exercising any right or power hereunder or under any other Loan Document shall operate as a waiver hereof or thereof, nor shall any single or partial exercise of any such right or power, or
any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the Collateral Agent, the Administrative Agent and
the Lenders hereunder and under the other Loan Documents are cumulative and are not exclusive of any rights or remedies that they would otherwise have. No waiver of any provision of any Loan Document or consent to any departure by any Loan Party
therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) of this Section 7.09, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given.
Without limiting the generality of the foregoing, the making of a Loan shall not be construed as a waiver of any Default, regardless of whether the Collateral Agent or any Lender may have had notice or knowledge of such Default at the time. No
notice or demand on any Loan Party in any case shall entitle any Loan Party to any other or further notice or demand in similar or other circumstances. 
 (b) Neither this Agreement nor any provision hereof may be waived, amended or modified except pursuant to an agreement or agreements in writing entered into by the Collateral Agent and the Loan Party or Loan Parties
with respect to which such waiver, amendment or modification is to apply, subject to any consent required in accordance with Section 9.08 of the Second Lien Credit Agreement. 
 SECTION 7.10. WAIVER OF JURY TRIAL. EACH PARTY HERETO HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY
HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ANY OF THE OTHER LOAN DOCUMENTS. EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY
OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER
INTO THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS, AS APPLICABLE, BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 7.10. 
  

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 SECTION 7.11. Severability. In the event any one or more of the provisions contained in
this Agreement or in any other Loan Document should be held invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein and therein shall not in any way be affected or
impaired thereby (it being understood that the invalidity of a particular provision in a particular jurisdiction shall not in and of itself affect the validity of such provision in any other jurisdiction). The parties shall endeavor in good-faith
negotiations to replace the invalid, illegal or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the invalid, illegal or unenforceable provisions. 
 SECTION 7.12. Counterparts. This Agreement may be executed in counterparts (and by different parties hereto on different counterparts),
each of which shall constitute an original but all of which when taken together shall constitute a single contract, and shall become effective as provided in Section 7.04. Delivery of an executed signature page to this Agreement by facsimile
transmission shall be as effective as delivery of a manually signed counterpart of this Agreement. 
 SECTION 7.13. Headings.
Article and Section headings and the Table of Contents used herein are for convenience of reference only, are not part of this Agreement and are not to affect the construction of, or to be taken into consideration in interpreting, this Agreement.

 SECTION 7.14. Jurisdiction; Consent to Service of Process. (a) Each of the Grantors hereby irrevocably and
unconditionally submits, for itself and its property, to the exclusive jurisdiction of any New York State court or Federal court of the United States of America, sitting in New York City, and any appellate court from any thereof, in any action or
proceeding arising out of or relating to this Agreement or any other Loan Document, or for recognition or enforcement of any judgment, and each of the Loan Parties hereby irrevocably and unconditionally agrees that all claims in respect of any such
action or proceeding may be heard and determined in such New York State or, to the extent permitted by law, in such Federal court. Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and
may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Agreement or any other Loan Document shall affect any right that the Collateral Agent, the Administrative Agent or any Lender may
otherwise have to bring any action or proceeding relating to this Agreement or any other Loan Document against any Grantor or its properties in the courts of any jurisdiction. 
 (b) Each of the Loan Parties hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection
which it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement or any other Loan Document in any court referred to in paragraph (a) of this Section 7.14. Each of the
parties hereto irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court. 
  

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 (c) Each of the parties hereto hereby irrevocably consents to service of process in the manner provided
for notices in Section 7.01. Nothing in this Agreement or any other Loan Document will affect the right of any party to this Agreement to serve process in any other manner permitted by law. 
 SECTION 7.15. Termination or Release. (a) This Agreement, the guarantees made herein, the Security Interest, the pledge of the Pledged
Collateral and all other security interests granted hereby shall automatically terminate when all the Obligations (except for contingent indemnification obligations) have been indefeasibly paid in full and the Lenders have no further commitment to
lend under the Second Lien Credit Agreement. 
 (b) A Subsidiary Guarantor shall automatically be released from its obligations hereunder and
the Security Interests created hereunder in the Collateral of such Subsidiary Guarantor shall be automatically released upon the consummation of any transaction permitted by the Second Lien Credit Agreement as a result of which such Subsidiary
Guarantor ceases to be a Subsidiary. 
 (c) Subject to Section 3.04(b) of the Intercreditor Agreement, (i) upon any sale or other
transfer by any Grantor of any Collateral that is permitted under the Second Lien Credit Agreement to any person that is not the Borrower or a Guarantor or (ii) upon the effectiveness of any written consent to the release of the Security
Interest granted hereby in any Collateral pursuant to Section 9.08 of the Second Lien Credit Agreement, the Security Interest in such Collateral shall be automatically released. 
 (d) In connection with any termination or release pursuant to paragraph (a), (b) or (c) above, the Collateral Agent shall promptly execute
and deliver to any Grantor, at such Grantor’s expense, all Uniform Commercial Code termination statements and similar documents that such Grantor shall reasonably request to evidence such termination or release. Any execution and delivery of
documents pursuant to this Section 7.15 shall be without recourse to or representation or warranty by the Collateral Agent or any Secured Party. Without limiting the provisions of Section 7.06, the Borrower shall reimburse the Collateral
Agent upon demand for all costs and out of pocket expenses, including the fees, charges and expenses of counsel, incurred by it in connection with any action contemplated by this Section 7.15. 
 SECTION 7.16. Additional Subsidiaries. Any Subsidiary that is required to become a party hereto pursuant to Section 5.12 of the Second
Lien Credit Agreement shall enter into this Agreement as a Subsidiary Guarantor and a Grantor upon becoming such a Subsidiary. Upon execution and delivery by the Collateral Agent and such Subsidiary of a supplement in the form of Exhibit A
hereto, such Subsidiary shall become a Subsidiary Guarantor and a Grantor hereunder with the same force and effect as if originally named as a Subsidiary Guarantor and a Grantor herein. The execution and delivery of any such instrument shall not
require the consent of any other Loan Party hereunder. The rights and obligations of each Loan Party hereunder shall remain in full force and effect notwithstanding the addition of any new Loan Party as a party to this Agreement. 
  

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 SECTION 7.17. Right of Setoff. If an Event of Default shall have occurred and is
continuing, each Secured Party is hereby authorized at any time and from time to time, to the fullest extent permitted by law, to set off and apply any and all Collateral (including any deposits (general or special, time or demand, provisional or
final)) at any time held and other obligations at any time owing by such Secured Party to or for the credit or the account of any Grantor against any and all of the obligations of such Grantor now or hereafter existing under this Agreement and the
other Loan Documents held by such Secured Party, irrespective of whether or not such Secured Party shall have made any demand under this Agreement or any other Loan Document and although such obligations may be unmatured. The rights of each Secured
Party under this Section 7.17 are in addition to other rights and remedies (including other rights of setoff) which such Secured Party may have. 
 SECTION 7.18. Intercreditor Agreement Governs. NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY, THE LIEN AND SECURITY INTEREST GRANTED TO THE COLLATERAL AGENT, FOR THE BENEFIT OF THE SECURED PARTIES,
PURSUANT TO THIS AGREEMENT AND THE EXERCISE OF ANY RIGHT OR REMEDY BY THE COLLATERAL AGENT AND THE OTHER SECURED PARTIES HEREUNDER ARE SUBJECT TO THE PROVISIONS OF THE INTERCREDITOR AGREEMENT. IN THE EVENT OF ANY CONFLICT OR INCONSISTENCY BETWEEN
THE PROVISIONS OF THE INTERCREDITOR AGREEMENT AND THIS AGREEMENT, THE PROVISIONS OF THE INTERCREDITOR AGREEMENT SHALL CONTROL. 
 SECTION
7.19. Obligations of Grantors. To the extent that the obligations of any Grantor hereunder shall conflict, or shall be inconsistent, with the obligations of such Grantor under the First Lien Guarantee and Collateral Agreement, the
provisions of the First Lien Guarantee and Collateral Agreement shall control. 
 SECTION 7.20. Delivery of Collateral.
Notwithstanding anything herein to the contrary, prior to the Discharge of First Lien Obligations, to the extent any Grantor is required hereunder to deliver Collateral to the Collateral Agent for purposes of possession and control and is
unable to do so as a result of having previously delivered such Collateral to the First Lien Collateral Agent in accordance with the terms of the First Lien Guarantee and Collateral Agreement, such Grantor’s obligations hereunder with respect
to such delivery shall be deemed satisfied by the delivery to the First Lien Collateral Agent, acting as a gratuitous bailee of the Collateral Agent. 
 [Remainder of page intentionally left blank] 
  

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 IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as of the day and year first
above written. 
  

			
	INTERSTATE FIBERNET, INC.,
		
	by	 	 /s/ J. Thomas Mullis

	Name:	 	J. Thomas Mullis
	Title:	 	Sr. Vice President
	
	ITC^DELTACOM, INC.,
		
	by	 	 /s/ J. Thomas Mullis

	Name:	 	J. Thomas Mullis
	Title:	 	Sr. Vice President
	
	EACH OF THE SUBSIDIARIES LISTED ON SCHEDULE I HERETO,
		
	by	 	 /s/ J. Thomas Mullis

	Name:	 	J. Thomas Mullis
	Title:	 	Authorized Signatory












			
	 CREDIT SUISSE, CAYMAN ISLANDS
 BRANCH, as Collateral Agent,

		
	 by
	 	 /s/ James Moran

	 Name:
	 	James Moran
	 Title:
	 	Managing Director
		
	 by
	 	 /s/ Nupur Kumar

	 Name:
	 	Nupur Kumar
	 Title:
	 	Associate