Exhibit 10.1.7


 


Execution Version


 


PLEDGE AND SECURITY AGREEMENT


 


dated as of November 14, 2016


 


by and among


EACH OF THE GRANTORS PARTY HERETO


 


and


 


EAST WEST BANK,


as Administrative Agent


 




     


     


    

 


TABLE OF CONTENTS


 


	 	 	PAGE
	 	 	 
	SECTION 1	DEFINITIONS AND INTERPRETATION	1
	1.01	General Definitions	1
	1.02	Interpretation	7
	 	 	 
	SECTION 2	GRANT OF SECURITY	8
	2.01	Grant of Security	8
	2.02	Certain Limited Exclusions	9
	2.03	FCC and PUC Licenses	9
	 	 	 
	SECTION 3	SECURITY FOR OBLIGATIONS; GRANTORS REMAIN LIABLE	9
	3.01	Security for Obligations	9
	3.02	Continuing Liability Under Collateral	10
	 	 	 
	SECTION 4	REPRESENTATIONS AND WARRANTIES AND COVENANTS	10
	4.01	Generally	10
	4.02	Equipment and Inventory	13
	4.03	Receivables	14
	4.04	Investment Related Property	16
	4.05	Material Contracts	22
	4.06	Letter-of-Credit Rights	22
	4.07	Intellectual Property	22
	4.08	Commercial Tort Claims	26
	 	 	 
	SECTION 5	FURTHER ASSURANCES; ADDITIONAL GRANTORS; BRING DOWN OF REPRESENTATIONS AND WARRANTIES	26
	5.01	Further Assurances	26
	5.02	Additional Grantors	27
	5.03	Bring Down of Representations and Warranties	27
	 	 	 
	SECTION 6	ADMINISTRATIVE AGENT APPOINTED ATTORNEY-IN-FACT	28
	6.01	Power of Attorney	28
	6.02	No Duty on the Part of Administrative Agent or Secured Parties	29
	 	 	 
	SECTION 7	REMEDIES	29
	7.01	Generally	29
	7.02	Application of Proceeds	30
	7.03	Sales on Credit	30
	7.04	Deposit Accounts	30
	7.05	Investment Related Property	31
	7.06	Intellectual Property	31
	7.07	Cash Proceeds	33
	7.08	Compliance with Communications Law	33
	 	 	 
	SECTION 8	ADMINISTRATIVE AGENT	33


 




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	SECTION 9	CONTINUING SECURITY INTEREST AND LIEN; TRANSFER OF LOANS	34
	 	 	 
	SECTION 10	STANDARD OF CARE; ADMINISTRATIVE AGENT MAY PERFORM	34
	 	 	 
	SECTION 11	MISCELLANEOUS	35


 


	SCHEDULES:	4.01	General Information
	 	4.03	Government Contracts
	 	4.04	Investment Related Property
	 	4.06	Description of Letters of Credit
	 	4.07	Intellectual Property
	 	4.08	Commercial Tort Claims
	 	 	 
	EXHIBITS:	A	Form of Supplement


 




    	 	ii	 



     


    

 


PLEDGE AND SECURITY AGREEMENT


 


This PLEDGE AND SECURITY
AGREEMENT, dated as of November 14, 2016 (“Agreement”), is by and among EACH OF THE UNDERSIGNED,
whether as an original signatory hereto or as an Additional Grantor (as defined below) (each, a “Grantor”
and collectively, the “Grantors”), and EAST WEST BANK (“EWB”), as administrative
agent for the Secured Parties (as defined below) (in such capacity as administrative agent, “Administrative Agent”).


 


RECITALS:


 


WHEREAS,
reference is made to that certain Credit Agreement, dated as of the date hereof (the “Credit Agreement”),
by and among FUSION NBS ACQUISITION CORP., a Delaware corporation (“Borrower”), the Lenders party
thereto from time to time (collectively, the “Lenders”) and EWB, as Administrative Agent, Swingline Lender,
an Issuing Bank and a Lender; and


 


WHEREAS, in consideration
of the extensions of credit and other accommodations of Lenders as set forth in the Credit Agreement, each Grantor has agreed to
secure such Grantor’s obligations under the Loan Documents as set forth herein.


 


NOW, THEREFORE, in
consideration of the premises and the agreements, provisions and covenants herein contained, each Grantor and Administrative Agent
agree as follows:


 


SECTION
1       DEFINITIONS AND INTERPRETATION


 


1.01       General
Definitions. In this Agreement, the following terms shall have the following meanings:


 


“Account Debtor”
means each Person who is obligated on a Receivable or any Supporting Obligation related thereto.


 


“Accounts”
means all “accounts” as defined in Article 9 of the UCC.


 


“Additional Grantors”
has the meaning set forth in Section 5.02.


 


“Agreement”
has the meaning set forth in the introductory paragraph.


 


“Assigned Agreements”
means all agreements and contracts, other than Non-Assignable Contracts to which such Grantor is a party as of the date hereof,
or to which such Grantor becomes a party after the date hereof, including each Material Contract.


 


“Borrower”
has the meaning set forth in the recitals.


 


“Cash Proceeds”
has the meaning set forth in Section 7.07.


 


“Chattel Paper”
means all “chattel paper” as defined in Article 9 of the UCC, including “electronic chattel paper” or “tangible
chattel paper”, as each such term is defined in Article 9 of the UCC.


 


“Collateral”
as defined in Section 2.01.


 




     


     


    

  


“Collateral Records”
means books, records, ledger cards, files, correspondence, customer lists, blueprints, technical specifications, manuals, computer
software, computer printouts, tapes, disks and related data processing software and similar items that at any time evidence or
contain information relating to any of the Collateral or are otherwise necessary or helpful in the collection of or realization
upon such Collateral.


 


“Collateral Support”
means all property (real or personal) assigned, hypothecated or otherwise securing any Collateral and shall include any security
agreement or other agreement granting a lien or security interest in such real or personal property.


 


“Commercial Tort
Claims” means all “commercial tort claims” as defined in Article 9 of the UCC, including all commercial tort
claims listed on Schedule 4.08 (as such Schedule may be amended or supplemented from time to time).


 


“Commodities Accounts”
(i) means all “commodity accounts” as defined in Article 9 of the UCC and (ii) includes all of the accounts listed
on Schedule 4.04 under the heading “Commodities Accounts” (as such Schedule may be amended or supplemented from
time to time).


 


“Copyright Licenses”
means any and all agreements providing for the granting of any right in or to Copyrights (whether such Grantor is licensee or licensor
thereunder) including each agreement referred to in paragraph B of Schedule 4.07 (as such Schedule may be amended or supplemented
from time to time).


 


“Copyrights”
means all United States, and foreign copyrights (including community designs), including copyrights in software and databases,
and all Mask Works (as defined under 17 U.S.C. 901 of the U.S. Copyright Act), whether registered or unregistered, and, with respect
to any and all of the foregoing: (i) all registrations and applications therefor including the registrations and applications referred
to in paragraph (A) of Schedule 4.07 (as such Schedule may be amended or supplemented from time to time), (ii) all extensions
and renewals thereof, (iii) all rights corresponding thereto throughout the world, (iv) all rights to sue for past, present and
future infringements thereof, and (v) all Proceeds of the foregoing, including licenses, royalties, income, payments, claims, damages
and proceeds of suit.


 


“Credit Agreement”
has the meaning set forth in the recitals.


 


“Deposit Account
Control Agreement” means any agreement, in form and substance reasonably satisfactory to Administrative Agent, executed
by a Grantor, Administrative Agent, and the applicable financial institution at which such Grantor maintains a Deposit Account.


 


“Deposit Accounts”
(i) means all “deposit accounts” as defined in Article 9 of the UCC and (ii) includes all of the accounts listed on
Schedule 4.04 under the heading “Deposit Accounts” (as such Schedule may be amended or supplemented from time
to time).


 


“Documents”
means all “documents” as defined in Article 9 of the UCC.


 


“Equipment”
means (i) all “equipment” as defined in Article 9 of the UCC, (ii) all machinery, manufacturing equipment, data processing
equipment, computers, office equipment, furnishings, furniture, appliances, fixtures and tools (in each case, regardless of whether
characterized as equipment under the UCC) and (iii) all accessions or additions thereto, all parts thereof, whether or not at any
time of determination incorporated or installed therein or attached thereto, and all replacements therefor, wherever located, now
or hereafter existing, including any fixtures.


 


“EWB”
has the meaning set forth in the introductory paragraph.


 




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“Excluded Property”
means each lease, license, contract, property rights or agreement described (and to the extent provided for) in Section 2.02.


 


“General Intangibles”
(i) means all “general intangibles” as defined in Article 9 of the UCC, including “payment intangibles”
as also defined in Article 9 of the UCC and (ii) includes all interest rate or currency protection or hedging arrangements, all
tax refunds, all licenses, permits, concessions and authorizations, all Assigned Agreements and all Intellectual Property (in each
case, regardless of whether characterized as general intangibles under the UCC).


 


“Goods”
(i) means all “goods” as defined in Article 9 of the UCC and (ii) includes all Inventory and Equipment (in each case,
regardless of whether characterized as goods under the UCC).


 


“Grantor”
and “Grantors” have the meanings set forth in the introductory paragraph.


 


“Instruments”
means all “instruments” as defined in Article 9 of the UCC.


 


“Insurance”
means (i) all insurance policies covering any or all of the Collateral (regardless of whether Administrative Agent is the loss
payee thereof) and (ii) any key man life insurance policies.


 


“Intellectual Property”
means, collectively, the Copyrights, the Copyright Licenses, the Patents, the Patent Licenses, the Trademarks, the Trademark Licenses,
the Trade Secrets, and the Trade Secret Licenses.


 


“Inventory”
means (i) all “inventory” as defined in Article 9 of the UCC and (ii) all goods held for sale or lease or to be furnished
under contracts of service or so leased or furnished, all raw materials, work in process, finished goods, and materials used or
consumed in the manufacture, packing, shipping, advertising, selling, leasing, furnishing or production of such inventory or otherwise
used or consumed in any Grantor’s business; all goods in which any Grantor has an interest in mass or a joint or other interest
or right of any kind; and all goods which are returned to or repossessed by any Grantor, all computer programs embedded in any
goods and all accessions thereto and products thereof (in each case, regardless of whether characterized as inventory under the
UCC).


 


“Investment Accounts”
means the Securities Accounts, Commodities Accounts and Deposit Accounts.


 


“Investment Related
Property” means (i) all “investment property” (as such term is defined in Article 9 of the UCC) and (ii)
all of the following (regardless of whether classified as investment property under the UCC): all Pledged Equity Interests, Pledged
Debt, Investment Accounts and certificates of deposit.


 


“Lenders”
has the meaning set forth in the recitals.


 


“Letter of Credit
Right” means a “letter-of-credit right” as defined in Article 9 of the UCC.


 


“Non-Assignable
Contract” means any agreement, contract or license to which any Grantor is a party that by its terms purports to restrict
or prevent the assignment or granting of a security interest therein or Lien thereon (either by its terms or by any federal, state,
or foreign statutory prohibition or restriction or otherwise irrespective of whether such prohibition or restriction is enforceable
under Section 9-406 through 9-409 of the UCC).


 




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“Patent Licenses”
means all agreements providing for the granting of any right in or to Patents (whether such Grantor is licensee or licensor thereunder)
including each agreement referred to in paragraph (D) of Schedule 4.07 (as such Schedule may be amended or supplemented
from time to time).


 


“Patents”
means all United States and foreign patents and certificates of invention, or similar industrial property rights, and applications
for any of the foregoing, including: (i) each patent and patent application referred to in paragraph (C) of Schedule 4.07
(as such Schedule may be amended or supplemented from time to time), (ii) all reissues, divisions, continuations, continuations-in-part,
extensions, renewals, and reexaminations thereof, (iii) all rights corresponding thereto throughout the world, (iv) all inventions
and improvements described therein, (v) all rights to sue for past, present and future infringements thereof, (vi) all licenses,
claims, damages, and proceeds of suit arising therefrom, and (vii) all Proceeds of the foregoing, including licenses, royalties,
income, payments, claims, damages, and proceeds of suit.


 


“Pledged Debt”
means all Indebtedness owed to such Grantor, including all Indebtedness described in paragraph (A) of Schedule 4.04 under
the heading “Pledged Debt” (as such Schedule may be amended or supplemented from time to time), issued by the obligors
named therein, the instruments evidencing such Indebtedness, and all interest, cash, instruments and other property or proceeds
from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of such Indebtedness.


 


“Pledged Equity
Interests” means all Pledged Stock, Pledged LLC Interests, Pledged Partnership Interests, Pledged Trust Interests, and
Pledged Foreign Interests.


 


“Pledged Foreign
Interests” means, with respect to any Grantor, all ownership interests in any Person (other than a U.S. Person) owned
by such Grantor including all ownership interests listed in paragraph (A) of Schedule 4.04 under the heading “Pledged
Foreign Interests” (as such Schedule may be amended or supplemented from time to time) and the certificates, if any, representing
such ownership interests and any interest of such Grantor on the books and records of such Person or on the books and records of
any securities intermediary pertaining to such interest and all dividends, distributions, cash, warrants, rights, options, instruments,
Securities and other property or proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange
for any or all of such ownership interests. Notwithstanding the foregoing, in the case of the Capital Stock of a first-tier CFC
Subsidiary, Pledged Foreign Interests shall be limited to 65% of the total outstanding voting Capital Stock (and 100% of the non-voting
Capital Stock) if pledging more than 65% of the total outstanding voting Capital Stock (and 100% of the non-voting Capital Stock)
of such CFC Subsidiary could result in an adverse tax liability to ultimate beneficial owners of Parent under Section 956 of the
Internal Revenue Code (as determined by Administrative Agent in good faith and in consultation with the Borrower, and assuming
that the CFC Subsidiary has positive earnings and profits).


 


“Pledged LLC Interests”
means, with respect to any Grantor, all interests in any limited liability company that is a U.S. Person owned by such Grantor
including all limited liability company interests listed in paragraph (A) of Schedule 4.04 under the heading “Pledged
LLC Interests” (as such Schedule may be amended or supplemented from time to time) and the certificates, if any, representing
such limited liability company interests and any interest of such Grantor on the books and records of such limited liability company
or on the books and records of any securities intermediary pertaining to such interest and all dividends, distributions, cash,
warrants, rights (including, without limitation, management rights, voting rights, economic rights and any other rights conferred
to a member in such limited liability company, in each case whether granted by the formation documents of such limited liability
company or by operation of Law), options, instruments, Securities and other property or proceeds from time to time received, receivable
or otherwise distributed in respect of or in exchange for any or all of such limited liability company interests.


 




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“Pledged Partnership
Interests” means, with respect to any Grantor, all interests in any general partnership, limited partnership, limited
liability partnership or other partnership that is a U.S. Person owned by such Grantor including all partnership interests listed
in paragraph (A) of Schedule 4.04 under the heading “Pledged Partnership Interests” (as such Schedule may be
amended or supplemented from time to time) and the certificates, if any, representing such partnership interests and any interest
of such Grantor on the books and records of such partnership or on the books and records of any securities intermediary pertaining
to such interest and all dividends, distributions, cash, warrants, rights (whether granted by the formation documents of such partnership
or by operation of Law), options, instruments, Securities and other property or proceeds from time to time received, receivable
or otherwise distributed in respect of or in exchange for any or all of such partnership interests.


 


“Pledged Stock”
means, with respect to any Grantor, all shares of capital stock issued by a U.S. Person owned by such Grantor, including all shares
of capital stock described in paragraph (A) of Schedule 4.04 under the heading “Pledged Stock” (as such Schedule
may be amended or supplemented from time to time), and the certificates, if any, representing such shares and any interest of such
Grantor on the books and records of the issuer of such shares or on the books and records of any securities intermediary pertaining
to such shares, and all dividends, distributions, cash, warrants, rights, options, instruments, Securities and other property or
proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of such shares.


 


“Pledged Trust Interests”
means, with respect to any Grantor, all interests in a Delaware business trust or other trust that is a U.S. Person owned by such
Grantor including all trust interests listed in paragraph (A) of Schedule 4.04 under the heading “Pledged Trust Interests”
(as such Schedule may be amended or supplemented from time to time) and the certificates, if any, representing such trust interests
and any interest of such Grantor on the books and records of such trust or on the books and records of any securities intermediary
pertaining to such interest and all dividends, distributions, cash, warrants, rights, options, instruments, Securities and other
property or proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all
of such trust interests.


 


“Proceeds”
means (i) all “proceeds” as defined in Article 9 of the UCC, (ii) all payments or distributions made with respect to
any Investment Related Property and (iii) whatever is receivable or received when Collateral or proceeds are sold, exchanged, collected
or otherwise disposed of, whether such disposition is voluntary or involuntary.


 


“Receivables”
means all rights to payment, whether or not earned by performance, for goods or other property sold, leased, licensed, assigned
or otherwise disposed of, or services rendered or to be rendered, including all such rights constituting or evidenced by any Account,
Chattel Paper, Instrument, General Intangible or Investment Related Property, together with all of Grantor’s rights, if any,
in any goods or other property giving rise to such right to payment and all Collateral Support and Supporting Obligations related
thereto and all Receivables Records.


 




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“Receivables Records”
means (i) all original copies of all documents, instruments or other writings or electronic records or other Records evidencing
the Receivables, (ii) all books, correspondence, credit or other files, Records, ledger sheets or cards, invoices, and other papers
relating to Receivables, including all tapes, cards, computer tapes, computer discs, computer runs, record keeping systems and
other papers and documents relating to the Receivables, whether in the possession or under the control of Grantor or any computer
bureau or agent from time to time acting for Grantor or otherwise, (iii) all evidences of the filing of financing statements and
the registration of other instruments in connection therewith, and amendments, supplements or other modifications thereto, notices
to other creditors or secured parties, and certificates, acknowledgments, or other writings, including lien search reports, from
filing or other registration officers, (iv) all credit information, reports and memoranda relating thereto and (v) all other written
or non-written forms of information related in any way to the foregoing or any Receivable.


 


“Record”
as defined in Article 9 of the UCC.


 


“Secured Obligations”
as defined in Section 3.01.


 


“Secured Parties”
means Administrative Agent, the Lenders, Issuing Bank, the Hedging Banks, and/or the Treasury Management Banks, as the context
may require.


 


“Securities Account
Control Agreement” means any agreement, in form and substance reasonably satisfactory to Administrative Agent, executed
by a Grantor, Administrative Agent, and the applicable financial institution at which such Grantor maintains a Securities Account.


 


“Securities Accounts”
(i) means all “securities accounts” as defined in Article 8 of the UCC and (ii) includes all of the accounts listed
in paragraph (A) of Schedule 4.04 under the heading “Securities Accounts” (as such Schedule may be amended or
supplemented from time to time).


 


“Securities Act”
means the Securities Act of 1933, as amended.


 


“Supplement”
means any supplement to this Agreement in substantially the form of Exhibit A.


 


“Supporting Obligation”
means all “supporting obligations” as defined in Article 9 of the UCC.


 


“Trademark Licenses”
means any and all agreements providing for the granting of any right in or to Trademarks (whether such Grantor is licensee or licensor
thereunder) including each agreement referred to in paragraph (F) of Schedule 4.07 (as such Schedule may be amended or supplemented
from time to time).


 


“Trademarks”
means all United States and foreign trademarks, trade names, corporate names, company names, business names, fictitious business
names, Internet domain names, service marks, certification marks, collective marks, logos, other source or business identifiers,
designs and general intangibles of a like nature, all registrations and applications for any of the foregoing including: (i) the
registrations and applications referred to in paragraph (E) of Schedule 4.07 (as such Schedule may be amended or supplemented
from time to time), (ii) all extensions or renewals of any of the foregoing, (iii) all of the goodwill of the business connected
with the use of and symbolized by the foregoing, (iv) the right to sue for past, present and future infringement or dilution of
any of the foregoing or for any injury to goodwill, and (v) all Proceeds of the foregoing, including licenses, royalties, income,
payments, claims, damages, and proceeds of suit.


 




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“Trade Secret Licenses”
means any and all agreements providing for the granting of any right in or to Trade Secrets (whether such Grantor is licensee or
licensor thereunder) including each agreement referred to in paragraph (G) of Schedule 4.07 (as such Schedule may be amended
or supplemented from time to time).


 


“Trade Secrets”
means, collectively, each trade secret and all other confidential or proprietary information and know-how whether or not such Trade
Secret has been reduced to a writing or other tangible form, including all documents and things embodying, incorporating, or referring
in any way to such Trade Secret, including: (i) the right to sue for past, present and future misappropriation or other violation
of any Trade Secret, and (ii) all Proceeds of the foregoing, including licenses, royalties, income, payments, claims, damages,
and proceeds of suit.


 


“UCC”
means the Uniform Commercial Code as in effect from time to time in the State of New York or, when the context implies, the Uniform
Commercial Code as in effect from time to time in any other applicable jurisdiction.


 


“United States”
means the United States of America.


 


1.02       Interpretation.
All capitalized terms used herein (including the introductory paragraph and recitals hereto) and not otherwise defined herein shall
have the meanings ascribed thereto in the Credit Agreement or, if not defined therein, in the UCC. All references herein to provisions
of the UCC shall include all successor provisions under any subsequent version or amendment to any Article of the UCC. If any conflict
or inconsistency exists between this Agreement and the Credit Agreement, the Credit Agreement shall govern. References herein to
any Section, Schedule or Exhibit shall be to a Section, a Schedule or an Exhibit, as the case may be, hereof unless otherwise specifically
provided. Section headings in this Agreement are included herein for convenience of reference only and shall not constitute a part
of this Agreement for any other purpose or be given any substantive effect. Any of the terms defined herein may, unless the context
otherwise requires, be used in the singular or the plural, depending on the reference. The use herein of the word “include”
or “including,” when following any general statement, term or matter, shall not be construed to limit such statement,
term or matter to the specific items or matters set forth immediately following such word or to similar items or matters, whether
or not limiting language (such as “without limitation” or “but not limited to” or words of
similar import) is used with reference thereto, but rather shall be deemed to refer to all other items or matters that fall within
the broadest possible scope of such general statement, term or matter. The word “will” shall be construed to
have the same meaning and effect as the word “shall”. Unless the context requires otherwise (i) any definition
of or reference to any agreement, instrument or other document herein shall be construed as referring to such agreement, instrument
or other document as it was originally executed or as it may from time to time be amended, restated, supplemented or otherwise
modified (subject to any restrictions on such amendments, supplements or modifications set forth herein or in the Credit Agreement),
(ii) any reference herein to any Person shall be construed to include such Person’s successors and permitted assigns, (iii)
the words “hereof”, “herein” and “hereunder” and words of similar import
shall be construed to refer to this Agreement as a whole and not to any particular provision hereof, (iv) any reference to any
Law or regulation herein shall, unless otherwise specified, refer to such Law or regulation as amended, modified, supplemented
or superseded from time to time and (v) the words “asset” and “property” shall be construed
to have the same meaning and effect and to refer to any and all tangible and intangible assets and properties, including cash,
securities, accounts and contract rights.


 




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SECTION
2       GRANT OF SECURITY


 


2.01       Grant
of Security. Each Grantor hereby grants to Administrative Agent (for itself and for the benefit of the Secured Parties) a security
interest in and continuing lien on all of such Grantor’s right, title and interest in, to and under all personal property
of such Grantor including the following, in each case whether now owned or existing or hereafter acquired or arising and wherever
located (all of which being hereinafter collectively referred to as the “Collateral”):


 


(a)          Accounts;


 


(b)          Chattel
Paper;


 


(c)          Documents;


 


(d)          General
Intangibles;


 


(e)          Goods;


 


(f)           Instruments;


 


(g)          Insurance;


 


(h)          Intellectual
Property;


 


(i)           Investment
Related Property;


 


(j)           Letter-of-Credit
Rights;


 


(k)          Moneys,
Cash, and Cash Equivalents;


 


(l)           Receivables
and Receivable Records;


 


(m)         Commercial
Tort Claims;


 


(n)          to
the maximum extent permitted by Law, all rights of Grantor under or relating to any FCC License and/or PUC License and all Proceeds
derived from the sale, assignment or lease of or the transfer of control over any FCC License and/or any PUC License;


 


(o)          to
the extent not otherwise included above, all Collateral Records, Collateral Support and Supporting Obligations relating to any
of the foregoing; and


 


(p)          to
the extent not otherwise included above, all Proceeds, products, accessions, rents and profits of or in respect of any of the foregoing;


 


provided that in no event shall the Collateral include any
Excluded Property.


 




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2.02       Certain
Limited Exclusions. Notwithstanding anything herein to the contrary, in no event shall the Collateral include or the security
interest or Lien granted under Section 2.01 attach to any lease, license, permit, contract, property rights 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 such security interest
or Lien (a) is prohibited by Law or (b) 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, permit, contract property rights 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 that the Collateral
shall include and such security interest or Lien shall attach immediately at such time as the condition causing such illegality,
abandonment, invalidation or unenforceability shall be remedied and to the extent severable, shall attach immediately to any portion
of such lease, license, permit, contract, property rights or agreement that does not result in any of the consequences specified
in clause (a) or (b) above. Notwithstanding the foregoing, the Collateral shall include any Proceeds, substitutions
or replacements of any of the property described above (unless such Proceeds, substitutions or replacements would constitute property
described above).


 


2.03       FCC
and PUC Licenses. Notwithstanding anything to the contrary herein, to the extent this Agreement or any other Loan Document
purports to grant or to require any Grantor to grant to Administrative Agent a security interest in any FCC License and/or any
PUC License, Administrative Agent shall only have a security interest in such FCC License and/or PUC License at such times and
to the extent that a security interest in such FCC License and/or PUC License is permitted under applicable Law, including the
Communications Law. Grantor agrees that Administrative Agent shall have a security interest in the right to receive all Proceeds
derived or arising from the sale, assignment, transfer, lease or transfer of control over such FCC License or PUC License. The
security interest granted in Proceeds of such FCC License and/or PUC License is intended to include, and hereby includes, all private
(including economic) attributes of the FCC Licenses and/or PUC Licenses, but does not include the “public” rights to
assign the FCC License or PUC License which are reserved to the FCC and/or applicable PUC where required by applicable Law. If
at any time in the futurer the Communications Law permits any Grantor to grant a security interest in any FCC License and/or PUC
License, this Agreement shall be deemed to grant a security interest in such FCC License and/or PUC License immediately thereupon
without any further action by or notice to any Grantor, Administrative Agent or any Lender or other Loan Party. In furtherance
of the foregoing, each Grantor agrees to cooperate fully and take all steps necessary to perfect such security interest as may
be required by Administrative Agent.


 


SECTION
3       SECURITY FOR OBLIGATIONS; GRANTORS REMAIN LIABLE


 


3.01       Security
for Obligations. This Agreement secures, and the Collateral is collateral security for, the prompt and complete payment or
performance in full when due, whether at stated maturity, by required prepayment, declaration, acceleration, demand or otherwise
(including the payment of amounts that would become due but for the operation of the automatic stay under Section 362(a) of the
Bankruptcy Code (and any successor or similar provision or Law thereof)), of (a) all Obligations with respect to every Loan Party;
(b) any and all sums incurred or advanced by Administrative Agent in order to preserve the Collateral or preserve its security
interest in and Lien on the Collateral; and (c) in the event of any proceeding for the collection or enforcement of any indebtedness,
obligations or liabilities of each Loan Party referred to in preceding clause (a) after an Event of Default shall have occurred
and be continuing, the expenses of re-taking, holding, preparing for sale or lease, selling or otherwise disposing of or realizing
on the Collateral, or of any exercise by Administrative Agent of its rights hereunder, together with Attorney Costs and court costs
(collectively, the “Secured Obligations”). It is acknowledged and agreed that Secured Obligations shall include
obligations and liabilities of the types described above, whether outstanding on the date of this Agreement or extended, from time
to time, after the date of this Agreement.


 




    	 	9	 



     


    

  


3.02       Continuing
Liability Under Collateral. Notwithstanding anything herein to the contrary, (i) each Grantor shall remain liable for all obligations
under the Collateral and nothing contained herein is intended or shall be a delegation of duties to Administrative Agent or any
Secured Party, (ii) each Grantor shall remain liable under each of the agreements included in the Collateral, including any agreements
relating to Pledged Partnership Interests or Pledged LLC Interests, to perform all of the obligations undertaken by it thereunder
all in accordance with and pursuant to the terms and provisions thereof and neither Administrative Agent nor any Secured Party
shall have any obligation or liability under any of such agreements by reason of or arising out of this Agreement or any other
document related thereto nor shall Administrative Agent nor any Secured Party have any obligation to make any inquiry as to the
nature or sufficiency of any payment received by it or have any obligation to take any action to collect or enforce any rights
under any agreement included in the Collateral, including any agreements relating to Pledged Partnership Interests or Pledged LLC
Interests, and (iii) the exercise by Administrative Agent of any of its rights hereunder shall not release any Grantor from any
of its duties or obligations under the contracts and agreements included in the Collateral.


 


SECTION
4       REPRESENTATIONS AND WARRANTIES AND COVENANTS


 


4.01       Generally.


 


(a)          Representations
and Warranties. In order to induce Administrative Agent to enter into this Agreement, each Grantor represents and warrants
to Administrative Agent that the following statements are true, correct and complete:


 


(i)         it
owns the Collateral purported to be owned by it or otherwise has the rights it purports to have in each item of Collateral and,
as to all Collateral whether now existing or hereafter acquired, will continue to own (unless otherwise permitted by the Credit
Agreement) or have such rights in each item of the Collateral, in each case free and clear of any and all Liens other than Permitted
Liens;


 


(ii)        it
has indicated in paragraph (A) of Schedule 4.01: (w) the type of organization of such Grantor; (x) the jurisdiction of organization
of such Grantor; (y) its organizational identification number, if any; and (z) the jurisdiction where its chief executive office
or its sole place of business is, and for the one-year period preceding the date hereof has been, located;


 


(iii)       the
full legal name of such Grantor is as set forth in paragraph (A) of Schedule 4.01 and it has not done in the last five (5)
years, and does not do, business under any other name (including any trade-name or fictitious business name) except for those names
set forth in paragraph (B) of Schedule 4.01;


 


(iv)      except
as provided in paragraph (C) of Schedule 4.01, it has not changed its name, jurisdiction of organization, chief executive
office or principal place of business or its organizational structure in any way (e.g., by merger, consolidation, change in corporate
form or otherwise) within the past five (5) years;


 




    	 	10	 



     


    

  


(v)        it
has not within the last five (5) years become bound (whether as a result of merger or otherwise) as debtor under a security agreement
entered into by another Person, which has not heretofore or concurrently herewith been terminated other than in connection with
the Praesidian Facility or the agreements identified in paragraph (D) of Schedule 4.01;


 


(vi)       with
respect to each agreement identified on Schedule 4.01(D), it has indicated in paragraph (A) and (B) of Schedules 4.01
the information required pursuant to Sections 4.01(a)(ii), 4.01(a)(iii) and 4.01(a)(iv) with respect to the
debtor under each such agreement;


 


(vii)      (A)
upon the filing of all UCC financing statements naming each Grantor as “debtor” and Administrative Agent as “secured
party” and describing the Collateral in the filing offices set forth opposite such Grantor’s name in paragraph
(E) of Schedule 4.01 and other filings delivered by each Grantor, (B) upon delivery (together with any necessary endorsement
or instrument of transfer) of all Instruments, Chattel Paper consisting of tangible chattel paper and certificated Pledged Equity
Interests and Pledged Debt, (C) upon sufficient identification of Commercial Tort Claims, (D) upon execution of a control agreement
establishing Administrative Agent’s “control” (within the meaning of Section 8-106, 9-106 or 9-104 of the UCC,
as applicable) with respect to any Investment Account or Deposit Account, (E) upon establishing Administrative Agent’s “control”
(within the meaning of Section 9-105 of the UCC) with respect to any electronic chattel paper, (F) upon consent of the issuer with
respect to Letter-of-Credit Rights, and (G) to the extent not subject to Article 9 of the UCC, upon recordation of the security
interests and Liens granted hereunder in Patents, Trademarks and Copyrights in the applicable intellectual property registries,
including the United States Patent and Trademark Office and the United States Copyright Office, the security interests and Liens
granted to Administrative Agent hereunder shall constitute valid and perfected First Priority Liens on all of the Collateral in
which a security interest or Lien can be created under Article 9 of the UCC;


 


(viii)     all
actions and consents, including all filings, notices, registrations and recordings necessary or reasonably requested by Administrative
Agent for the exercise by Administrative Agent of the voting or other rights provided for in this Agreement or the exercise of
remedies in respect of the Collateral have been made or obtained, except as may be required (A) in connection with the disposition
of any Investment Related Property, by Laws generally affecting the offering and sale of Securities and (B) under the Communications
Law;


 


(ix)       other
than the financing statements filed in favor of Administrative Agent, no effective UCC financing statement, fixture filing or other
instrument similar in effect under any applicable Law covering all or any part of the Collateral is on file in any filing or recording
office except for (x) financing statements for which proper termination statements have been delivered to Administrative Agent
for filing and (y) financing statements, fixture filings or other instruments filed in connection with Permitted Liens;


 


(x)        no
authorization, approval or other action by, and no notice to or filing with, any Governmental Authority or regulatory body is required
for either (x) the pledge or grant by any Grantor of the Liens purported to be created in favor of Administrative Agent hereunder
or (y) the exercise by Administrative Agent of any rights or remedies in respect of any Collateral (whether specifically granted
or created hereunder or created or provided for by applicable Law), except (A) for the filings contemplated by clause (vii)
above, (B) as may be required, in connection with the disposition of any Collateral, by Laws generally affecting the offering and
sale of Securities, (C) as may be required with respect to the exercise by Administrative Agent of any rights or remedies in respect
of any Collateral under any Communications Law and (D) that have been obtained prior to the Closing;


 




    	 	11	 



     


    

  


(xi)       all
written information supplied by any Grantor with respect to any of the Collateral (in each case taken as a whole with respect to
any particular Collateral) is accurate and complete in all material respects;


 


(xii)      none
of the Collateral constitutes, or is the Proceeds of (i) “farm products” (as defined in the UCC) or (ii) “health
care receivables” (as defined in the UCC);


 


(xiii)     it
does not own any “as extracted collateral” (as defined in the UCC) or any timber to be cut;


 


(xiv)     except
in connection with the Praesidian Facility or as described in paragraph (D) of Schedule 4.01, such Grantor has not become
bound as a debtor, either by contract or by operation of Law, by a security agreement previously entered into by another Person,
which has not heretofore or concurrently herewith been terminated; and


 


(xv)      such
Grantor has been duly organized as an entity of the type as set forth opposite such Grantor’s name in paragraph (A) of Schedule
4.01 solely under the Laws of the jurisdiction as set forth opposite such Grantor’s name in paragraph (A) of Schedule
4.01 and remains duly existing as such. Such Grantor has not filed any certificates of domestication, transfer or continuance,
or similar document in any other jurisdiction.


 


(b)          Covenants
and Agreements. Each Grantor covenants and agrees that it shall perform all covenants in this Section 4.01(b).


 


(i)         Except
for the security interest and Lien created by this Agreement, it shall not create or suffer to exist any Lien upon or with respect
to any of the Collateral, except Permitted Liens, and such Grantor shall defend the Collateral against all Persons at any time
claiming any interest therein other than Permitted Liens.


 


(ii)        It
shall not produce, use or permit any Collateral to be used unlawfully or in violation of any provision of this Agreement or any
applicable statute, regulation or ordinance or any policy of insurance covering the Collateral.


 


(iii)       Except
as permitted by the Credit Agreement, it shall not change such Grantor’s name, identity, organizational structure (e.g.,
by merger, consolidation, change in corporate form or otherwise), principal place of business, chief executive office, type of
organization or jurisdiction of organization or establish any trade names unless it shall have (x) notified Administrative Agent
in writing, by executing and delivering to Administrative Agent a completed Supplement, together with all Supplements to Schedules
thereto, at least thirty (30) days (or such shorter period as may be acceptable to Administrative Agent) prior to any such change
or establishment, identifying such new proposed name, identity, corporate structure, principal place of business, chief executive
office, jurisdiction of organization or trade name and providing such other information in connection therewith as Administrative
Agent may reasonably request and (y) taken all actions necessary or advisable to maintain the continuous validity, perfection and
the same or better priority of Administrative Agent’s security interest in and Lien on the Collateral intended to be granted
and agreed to hereby.


 




    	 	12	 



     


    

  


(iv)       If
Administrative Agent or any Secured Party gives value to enable Grantor to acquire rights in or the use of any Collateral, it shall
use such value for such purposes and such Grantor further agrees that repayment of any Obligation shall apply on a “first-in,
first-out” basis so that the portion of the value used to acquire rights in any Collateral shall be paid in the chronological
order such Grantor acquired rights therein.


 


(v)        Upon
such Grantor or any officer of such Grantor obtaining knowledge thereof, it shall promptly notify Administrative Agent in writing
of any event that is reasonably likely to have a Material Adverse Effect on the value of the Collateral or any portion thereof,
the ability of any Grantor or Administrative Agent to dispose of the Collateral or any portion thereof, or the rights and remedies
of Administrative Agent in relation thereto, including the levy of any legal process against the Collateral or any portion thereof.


 


(vi)       Except
as permitted by the Credit Agreement, it shall not take or permit any action which could impair Administrative Agent’s rights
in the Collateral.


 


(vii)      It
shall not sell, transfer or assign (by operation of Law or otherwise) any Collateral except as otherwise in accordance with the
Credit Agreement.


 


4.02       Equipment
and Inventory.


 


(a)          Representations
and Warranties. Each Grantor represents and warrants to Administrative Agent that none of the Inventory or Equipment is in
the possession of an issuer of a negotiable document (as defined in Section 7-104 of the UCC) therefor or otherwise in the possession
of a bailee or a warehouseman.


 


(b)          Covenants
and Agreements. Each Grantor covenants and agrees that it shall perform all covenants in this Section 4.02(b).


 


(i)         It
shall keep correct and accurate records of the Inventory, as is customarily maintained under similar circumstances by Persons of
established reputation engaged in similar business, and in any event in conformity with GAAP.


 


(ii)        It
shall not deliver any Document evidencing any Equipment and Inventory to any Person other than the issuer of such Document to claim
the Goods evidenced therefor or Administrative Agent.


 


(iii)       If
any Equipment or Inventory (other than Equipment or Inventory located at a colocation facility) with a value in excess of $50,000
individually or $100,000 in the aggregate is in possession or control of any third party, each Grantor shall join with Administrative
Agent in notifying the third party of Administrative Agent’s security interest and Lien and using commercially reasonable
efforts to obtain an acknowledgment from the third party that it is holding the Equipment and Inventory for the benefit of Administrative
Agent.


 




    	 	13	 



     


    

  


4.03       Receivables.


 


(a)          Representations
and Warranties. In order to induce Administrative Agent to enter into this Agreement, each Grantor represents and warrants
to Administrative Agent that the following statements are true, correct and complete:


 


(i)         each
Receivable, to such Grantor’s knowledge, (A) is the legal, valid and binding obligation of the Account Debtor in respect
thereof, representing an unsatisfied obligation of such Account Debtor, (B) is enforceable in accordance with its terms (except
as such enforceability may be limited by applicable Debtor Relief Laws and by general principles of equity), (C) is not subject
to any setoffs, defenses, taxes, counterclaims (except with respect to refunds, returns and allowances in the ordinary course of
business) and (D) is in compliance in all material respects with all applicable Laws, whether federal, state, local or foreign;


 


(ii)        except
as set forth on Schedule 4.03, none of the Account Debtors in respect of any Receivable is the government of the United
States, any agency or instrumentality thereof, any state or municipality or any foreign sovereign. No Receivable requires the consent
of the Account Debtor in respect thereof in connection with the pledge hereunder, except any consent which has been obtained; and


 


(iii)       no
Receivable is evidenced by, or constitutes, an Instrument or Chattel Paper which has not been delivered to, or otherwise subjected
to the control of, Administrative Agent to the extent required by, and in accordance with Section 4.03(c).


 


(b)          Covenants
and Agreements. Each Grantor covenants and agrees that it shall perform all covenants in this Section 4.03(b).


 


(i)         It
shall keep and maintain at its own cost and expense correct and complete records of the Receivables, including, but not limited
to, the originals of all documentation with respect to all Receivables and records of all payments received and all credits granted
on the Receivables, all merchandise returned and all other material dealings therewith.


 


(ii)        It
shall mark conspicuously, in form and manner reasonably satisfactory to Administrative Agent, all Chattel Paper and Instruments
(other than any delivered to Administrative Agent as provided herein) with an appropriate reference to the fact that Administrative
Agent has a security interest therein and Lien thereon.


 


(iii)       It
shall perform in all material respects all of its obligations with respect to the Receivables.


 


(iv)       It
shall not amend, modify, terminate or waive any provision of any Receivable in any manner which could reasonably be expected to
have a Material Adverse Effect. Other than in the ordinary course of business as generally conducted by it on and prior to the
date hereof, and except as otherwise provided in subsection (v) below, following and during the continuance of an Event
of Default, such Grantor shall not (w) grant any extension or renewal of the time of payment of any Receivable, (x) compromise
or settle any dispute, claim or legal proceeding with respect to any Receivable for less than the total unpaid balance thereof,
(y) release, wholly or partially, any Person liable for the payment thereof, or (z) allow any credit or discount thereon.


 




    	 	14	 



     


    

  


(v)        Except
as otherwise provided in this subsection, each Grantor shall continue to (A) use its commercially reasonable efforts to collect
all amounts due or to become due to such Grantor under the Receivables and any Supporting Obligation and (B) diligently exercise
each material right it may have under any Receivable, any Supporting Obligation or Collateral Support, in each case, at its own
expense, and in connection with such collections and exercise, such Grantor shall take such action as such Grantor or Administrative
Agent may deem reasonably necessary or advisable. If an Event of Default has occurred and is continuing, Administrative Agent shall
have the right at any time to: (1) notify, or require any Grantor to notify, any Account Debtor of Administrative Agent’s
security interest in and Lien on the Receivables and any Supporting Obligation; (2) direct the Account Debtors under any Receivables
to make payment of all amounts due or to become due to such Grantor thereunder directly to Administrative Agent; (3) notify, or
require any Grantor to notify, each Person maintaining a lockbox or similar arrangement to which Account Debtors under any Receivables
have been directed to make payment to remit all amounts representing collections on checks and other payment items from time to
time sent to or deposited in such lockbox or other arrangement directly to Administrative Agent; and (4) enforce, at the expense
of such Grantor, collection of any such Receivables and to adjust, settle or compromise the amount or payment thereof, in the same
manner and to the same extent as such Grantor might have done. If Administrative Agent notifies any Grantor that it has elected
to collect the Receivables in accordance with the preceding sentence, any payments of Receivables received by such Grantor shall
be forthwith (and in any event within two (2) Business Days) deposited by such Grantor in the exact form received, duly indorsed
by such Grantor to Administrative Agent if required, in a Deposit Account subject to a Deposit Account Control Agreement, and until
so turned over, all amounts and proceeds (including checks and other instruments) received by such Grantor in respect of the Receivables,
any Supporting Obligation or Collateral Support shall be received in trust for the benefit of Administrative Agent hereunder and
shall be segregated from other funds of such Grantor and such Grantor shall not adjust, settle or compromise the amount or payment
of any Receivable, or release wholly or partly any Account Debtor or obligor thereof, or allow any credit or discount thereon.


 


(vi)       It
shall use its commercially reasonable efforts to keep in full force and effect any Supporting Obligation or Collateral Support
relating to any Receivable.


 


(c)          Delivery
and Control of Receivables. With respect to any Receivables in excess of $50,000 individually or $100,000 in the aggregate
that is evidenced by, or constitutes, Chattel Paper or Instruments, each Grantor shall cause each originally executed copy thereof
to be delivered to Administrative Agent (or its agent or designee) appropriately indorsed to Administrative Agent or indorsed in
blank: (i) with respect to any such Receivables in existence on the date hereof, on or prior to the date hereof and (ii) with respect
to any such Receivables hereafter arising, within ten (10) Business Days of such Grantor acquiring rights therein. With respect
to any Receivables in excess of $50,000 individually or $100,000 in the aggregate which would constitute “electronic chattel
paper” under Article 9 of the UCC, each Grantor shall take all steps necessary to give Administrative Agent control over
such Receivables (within the meaning of Section 9-105 of the UCC): (i) with respect to any such Receivables in existence on the
date hereof, on or prior to the date hereof and (ii) with respect to any such Receivables hereafter arising, within ten (10) Business
Days of such Grantor acquiring rights therein. If an Event of Default has occurred and is continuing, any Receivable not otherwise
required to be delivered or subjected to the control of Administrative Agent in accordance with this paragraph (c) shall
be delivered or subjected to such control upon the written request of Administrative Agent.


 




    	 	15	 



     


    

  


4.04       Investment
Related Property.


 


(a)          Investment
Related Property Generally.


 


(i)         Covenants
and Agreements. Each Grantor covenants and agrees that it shall perform all covenants in this Section 4.04(a)(i).


 


(1)        In
the event it acquires rights in any Investment Related Property after the date hereof, it shall promptly (and in any event not
later than ten (10) Business Days after acquisition) deliver to Administrative Agent a completed Supplement, together with all
Supplements to Schedules thereto, reflecting such new Investment Related Property and all other Investment Related Property (other
than any Investment Property (other than Pledged Equity Interests) which is credited to a Securities Account). Notwithstanding
the foregoing, it is understood and agreed that the security interest and Lien of Administrative Agent shall attach to all Investment
Related Property immediately upon any Grantor’s acquisition of rights therein and shall not be affected by the failure of
any Grantor to deliver a supplement to Schedule 4.04 as required hereby.


 


(2)        Except
as provided in the next sentence, in the event such Grantor receives any dividends, interest or distributions on any Investment
Related Property, or any securities or other property upon the merger, consolidation, liquidation or dissolution of any issuer
of any Investment Related Property, then (x) such dividends, interest or distributions and securities or other property shall be
included in the definition of Collateral without further action and (y) such Grantor shall promptly take all steps, if any, necessary
or advisable to ensure the validity, perfection, priority and, if applicable, control of Administrative Agent over such Investment
Related Property (including delivery thereof to Administrative Agent) and pending any such action such Grantor shall be deemed
to hold such dividends, interest, distributions, securities or other property in trust for the benefit of Administrative Agent
and shall segregate such dividends, distributions, Securities or other property from all other property of such Grantor. Notwithstanding
the foregoing, so long as no Event of Default shall have occurred and be continuing, Administrative Agent authorizes each Grantor
to retain all ordinary cash dividends and distributions paid in the normal course of the business of the issuer and consistent
with the past practice of the issuer and all scheduled payments of interest.


 


(3)        Each
Grantor consents to the grant by each other Grantor of a security interest in and Lien on all Investment Related Property to Administrative
Agent.


 


(ii)        Delivery
and Control.


 


(1)        Each
Grantor agrees that with respect to any Investment Related Property in which it currently has rights it shall comply with the provisions
of this Section 4.04(a)(ii)(1) on or before the Closing Date and with respect to any Investment Related Property hereafter
acquired by such Grantor it shall comply with the provisions of this Section 4.04(a)(ii)(1) promptly (and in any event no
later than ten (10) Business Days after acquisition thereof) upon acquiring rights therein, in each case in form and substance
satisfactory to Administrative Agent. With respect to any Investment Related Property that is represented by a certificate or that
is an “instrument” (other than any Investment Related Property credited to a Securities Account) it shall cause
such certificate or instrument to be delivered to Administrative Agent, indorsed in blank by an “effective indorsement”
(as defined in Section 8-107 of the UCC), regardless of whether such certificate constitutes a “certificated security”
for purposes of the UCC.


 




    	 	16	 



     


    

  


(2)        With
respect to any Investment Related Property that is an “uncertificated security” for purposes of the UCC (other
than any “uncertificated securities” credited to a Securities Account), it shall cause the issuer of such uncertificated
security to either (x) register Administrative Agent as the registered owner thereof on the books and records of the issuer or
(y) execute an agreement in form and substance reasonably satisfactory to Administrative Agent, pursuant to which such issuer agrees
to comply with Administrative Agent’s instructions with respect to such uncertificated security without further consent by
such Grantor.


 


(iii)       Voting
and Distributions.


 


(1)        So
long as no Event of Default shall have occurred and be continuing:


 


(A)       except
as otherwise provided under the covenants and agreements relating to Investment Related Property expressly set forth herein or
in the Credit Agreement, each Grantor shall be entitled to exercise or refrain from exercising any and all voting and other consensual
rights pertaining to the Investment Related Property or any part thereof for any purpose not inconsistent with the terms of this
Agreement or the Credit Agreement; and


 


(B)       Administrative
Agent shall promptly execute and deliver (or cause to be executed and delivered) to each Grantor all proxies, and other instruments
as such Grantor may from time to time reasonably request for the purpose of enabling such Grantor to exercise the voting and other
consensual rights when and to the extent which it is entitled to exercise pursuant to clause (1) above;


 


(2)        Upon
the occurrence and during the continuation of an Event of Default:


 


(A)       all
rights of each Grantor to exercise or refrain from exercising the voting and other consensual rights which it would otherwise be
entitled to exercise pursuant hereto shall cease and all such rights shall thereupon become vested in Administrative Agent who
shall thereupon have the sole right to exercise such voting and other consensual rights; and


 


(B)       in
order to permit Administrative Agent to exercise the voting and other consensual rights which it may be entitled to exercise pursuant
hereto and to receive all dividends and other distributions which it may be entitled to receive hereunder: (A) each Grantor shall
promptly execute and deliver (or cause to be executed and delivered) to Administrative Agent all proxies, dividend payment orders
and other instruments as Administrative Agent may from time to time reasonably request and (B) each Grantor acknowledges that Administrative
Agent may utilize the power of attorney set forth in Section 6.01.


 




    	 	17	 



     


    

  


(b)          Pledged
Equity Interests.


 


(i)         Representations
and Warranties. In order to induce Administrative Agent to enter into this Agreement, each Grantor represents and warrants
to Administrative Agent that the following statements are true, correct and complete:


 


(1)        Paragraph
(A) of Schedule 4.04 sets forth under the headings “Pledged Stock”, “Pledged LLC Interests”, “Pledged
Partnership Interests”, “Pledged Trust Interests”, and “Pledged Foreign Interests”, respectively,
all of the Pledged Stock, Pledged LLC Interests, Pledged Partnership Interests, Pledged Trust Interests, and Pledged Foreign Interests
owned by any Grantor and such Pledged Equity Interests constitute the percentage of issued and outstanding shares of stock, percentage
of membership interests, percentage of partnership interests, percentage of beneficial interests, or percentage of ownership interests
of the respective issuers thereof indicated on such Schedule;


 


(2)        except
as set forth in paragraph (B) of Schedule 4.04, it has not acquired any equity interests of another entity or substantially
all the assets of another entity within the past five (5) years;


 


(3)        it
is the record and beneficial owner of the Pledged Equity Interests free of all Liens, rights or claims of other Persons other than
Permitted Liens and there are no outstanding warrants, options or other rights to purchase, or shareholder, voting trust or similar
agreements outstanding with respect to, or property that is convertible into, or that requires the issuance or sale of, any Pledged
Equity Interests;


 


(4)        without
limiting the generality of Section 4.01(a)(viii), no consent of any Person including any other general or limited partner,
any other member of a limited liability company, any other shareholder or any other trust beneficiary is necessary in connection
with the creation, perfection or First Priority status of Administrative Agent’s security interest in and Lien on any Pledged
Equity Interests or the exercise by Administrative Agent of the voting or other rights provided for in this Agreement or the exercise
of remedies in respect thereof, except in the exercise by Administrative Agent of any rights or remedies in respect of any Collateral
(whether specifically granted or created hereunder or created or provided for by applicable Law), as may be required (A) in connection
with the disposition of any Investment Related Property, by Laws generally affecting the offering and sale of Securities and (B)
under the Communications Law; and


 


(5)        none
of the Pledged LLC Interests nor Pledged Partnership Interests are or represent interests in issuers that (x) are registered as
investment companies under the Investment Company Act of 1940 or (y) are dealt in or traded on securities exchanges or markets;
and


 


(ii)        Covenants
and Agreements. Each Grantor covenants and agrees that it shall perform all covenants in this Section 4.04(b)(ii).


 




    	 	18	 



     


    

  


(1)        except
as otherwise permitted herein or by the Credit Agreement, without the prior written consent of Administrative Agent, it shall not
vote to enable any issuer of any Pledged Equity Interest or take any other action to: (v) amend or terminate any partnership agreement,
limited liability company agreement, certificate of incorporation, by-laws or other organizational documents in any way that changes
in a material adverse manner the rights of such Grantor with respect to any Investment Related Property or affects in a material
adverse manner the validity, perfection or priority of Administrative Agent’s security interest or Lien, (w) permit any issuer
of any Pledged Equity Interest to issue any additional stock, partnership interests, limited liability company interests or other
equity interests of any nature or to issue securities convertible into or granting the right of purchase or exchange for any stock
or other equity interest of any nature of such issuer unless the same are pledged to Administrative Agent, (x) permit any issuer
of any Pledged Equity Interest to dispose of all or a material portion of its assets, (y) waive any default under or breach of
any terms of organizational document relating to the issuer of any Pledged Equity Interest or the terms of any Pledged Debt, or
(z) cause any issuer of any Pledged Partnership Interests or Pledged LLC Interests which are not securities (for purposes of the
UCC) on the date hereof to elect or otherwise take any action to cause such Pledged Partnership Interests or Pledged LLC Interests
to be treated as securities for purposes of the UCC; provided that notwithstanding the foregoing, if any issuer of any Pledged
Partnership Interests or Pledged LLC Interests takes any such action described in this clause (z), such Grantor shall promptly
notify Administrative Agent in writing of any such election or action and, in such event, shall take all steps necessary or advisable
to establish Administrative Agent’s “control” thereof;


 


(2)        it
shall comply with all of its obligations under any partnership agreement or limited liability company agreement relating to Pledged
Partnership Interests or Pledged LLC Interests and shall to the extent commercially reasonable enforce all of its rights with respect
to any Investment Related Property;


 


(3)        except
as permitted by the Credit Agreement, without the prior written consent of Administrative Agent, it shall not permit any issuer
of any Pledged Equity Interest which is a Subsidiary to merge or consolidate unless (x) such issuer creates a security interest
or Lien that is perfected by a filed financing statement (that is not effective solely under Section 9-508 of the UCC) in collateral
in which such new debtor has or acquires rights, and (y) all the outstanding capital stock or other equity interests of the surviving
or resulting corporation, limited liability company, partnership or other entity is, upon such merger or consolidation, pledged
hereunder and no cash, securities or other property is distributed in respect of the outstanding equity interests to Parent or
any Subsidiary which is not a Guarantor; and


 


(4)        each
Grantor consents to the grant by each other Grantor of a security interest in and Lien on all Investment Related Property to Administrative
Agent and, without limiting the foregoing, consents to, after an Event of Default has occurred and is continuing, the transfer
of any Pledged Partnership Interest and any Pledged LLC Interest to Administrative Agent or its nominee and to the substitution
of Administrative Agent or its nominee as a partner in any partnership or as a member in any limited liability company with all
the rights and powers related thereto.


 


(c)          Pledged
Debt.


 


(i)         Representations
and Warranties. Each Grantor represents and warrants to Administrative Agent that Schedule 4.04 sets forth under the
heading “Pledged Debt” all of the Pledged Debt having a face amount in excess of $50,000 individually or $100,000 in
the aggregate owned by any Grantor as of the date indicated therein and, to the knowledge of such Grantor, all of such Pledged
Debt has been duly authorized, authenticated or issued, and delivered and is the legal, valid and binding obligation of the issuers
thereof and is not in default and constitutes all of the issued and outstanding intercompany Indebtedness.


 




    	 	19	 



     


    

  


(ii)        Covenants
and Agreements. Each Grantor covenants and agrees that it shall notify Administrative Agent of any default under any Pledged
Debt that has caused, either in any individual case or in the aggregate, a Material Adverse Effect. Notwithstanding anything to
the contrary set forth herein, it is agreed that the Grantors shall only be required to comply with the delivery and control requirements
specified in Section 4.04(a)(ii) with respect to Pledged Debt having a face amount in excess of $50,000 individually or
$100,000 in the aggregate.


 


(d)          Investment
Accounts.


 


(i)        Representations
and Warranties. In order to induce Administrative Agent to enter into this Agreement, each Grantor represents and warrants
to Administrative Agent that the following statements are true, correct and complete:


 


(1)        Schedule
4.04 sets forth under the headings “Securities Accounts” and “Commodities Accounts” respectively, all
of the Securities Accounts and Commodities Accounts in which such Grantor has an interest; provided that, such Securities
Accounts are established with a U.S. securities intermediary and such Commodities Accounts are carried by a U.S. commodity intermediary.
Such Grantor is the sole entitlement holder of each such Securities Account and Commodity Account, and such Grantor has not consented
to, and is not otherwise aware of, any Person (other than Administrative Agent) having “control” (within the meanings
of Sections 8-106 and 9-106 of the UCC) over, or any other interest in, any such Securities Account or Commodity Account or securities
or other property credited thereto;


 


(2)        Schedule
4.04 sets forth under the headings “Deposit Accounts” all of the Deposit Accounts in which such Grantor has an
interest; provided that, such Deposit Account is maintained with a U.S. bank. Such Grantor is the sole account holder of each such
Deposit Account and such Grantor has not consented to, and is not otherwise aware of, any Person (other than Administrative Agent)
having either sole dominion and control (within the meaning of common Law) or “control” (within the meaning of Section
9-104 of the UCC) over, or any other interest in, any such Deposit Account or any money or other property deposited therein; and


 


(3)        To
the extent required by this Agreement, such Grantor has taken all actions necessary or desirable, including those specified in
Section 4.04(d)(iii), to: (x) establish Administrative Agent’s “control” (within the meanings of Sections
8-106 and 9-106 of the UCC) over any portion of the Investment Related Property constituting Certificated Securities and Uncertificated
Securities owned on the Closing Date; and (y) deliver all Instruments owned on the Closing Date to Administrative Agent.


 


(ii)        Covenant
and Agreement. Each Grantor covenants and agrees that within the time periods provided in the Credit Agreement, it shall take
all actions necessary or desirable, including those specified in Section 4.04(d)(iii), to: (w) establish Administrative
Agent’s “control” (within the meanings of Sections 8-106 and 9-106 of the UCC) over any portion of the Investment
Related Property constituting Certificated Securities and Uncertificated Securities acquired after the Closing Date; (x) establish
Administrative Agent’s “control” (within the meanings of Sections 8-106 and 9-106 of the UCC) over any portion
of the Investment Related Property constituting Securities Accounts, Securities Entitlements or Commodities Accounts (each as defined
in the UCC) having amounts on deposit in excess of $50,000 individually or $100,000 in the aggregate; (y) establish Administrative
Agent’s “control” (within the meaning of Section 9-104 of the UCC) over all Deposit Accounts (other than Deposit
Accounts (1) having amounts on deposit in an amount in excess of $50,000 individually or $100,000 in the aggregate, or (2) specially
and exclusively used for payroll, payroll taxes and other employee wage and benefit payments to or for any Grantor’s employees);
and (z) deliver all Instruments in a principal amount in excess of $50,000 individually or $100,000 in the aggregate that are acquired
after the Closing Date to Administrative Agent.


 




    	 	20	 



     


    

  


(iii)       Delivery
and Control.


 


(1)        With
respect to any Investment Related Property consisting of Securities Accounts or Securities Entitlements having amounts on deposit
in excess of $50,000 individually or $100,000 in the aggregate, within the time periods provided by the Credit Agreement, it shall
cause the securities intermediary maintaining such Securities Account or Securities Entitlement to enter into a Securities Account
Control Agreement pursuant to which it shall agree to, among other things, comply with Administrative Agent’s “entitlement
orders” without further consent by such Grantor. With respect to any Investment Related Property that is a “Deposit
Account” (other than Deposit Accounts (1) having amounts on deposit in an amount in excess of $50,000 individually or $100,000
in the aggregate, or (2) specially and exclusively used for payroll, payroll taxes and other employee wage and benefit payments
to or for any Grantor’s employees), it shall cause the depositary institution maintaining such account to enter into a Deposit
Account Control Agreement, pursuant to which Administrative Agent shall have control (within the meaning of Section 9-104 of the
UCC) over such Deposit Account. Each Grantor shall enter into such control agreement or agreements with respect to: (x) any Securities
Accounts, Securities Entitlements or Deposit Accounts having amounts on deposit in excess of $50,000 individually or $100,000 in
the aggregate that exist on the Closing Date, within the time periods provided in the Credit Agreement, and (y) any Securities
Accounts or Securities Entitlements having amounts on deposit in excess of $50,000 individually or $100,000 in the aggregate or
Deposit Accounts (other than Deposit Accounts (1) having amounts on deposit in an amount in excess of $50,000 individually or $100,000
in the aggregate, or (2) specially and exclusively used for payroll, payroll taxes and other employee wage and benefit payments
to or for any Grantor’s employees) that are created or acquired after the Closing Date, as of or prior to the deposit or
transfer of any such Securities Entitlements or funds, whether constituting moneys or investments, into such Securities Accounts
or Deposit Accounts.


 


(2)        If
any issuer of any Investment Related Property is located in a jurisdiction outside of the United States, each Grantor shall take
such additional actions, including causing the issuer to register the pledge on its books and records or making such filings or
recordings, in each case as may be necessary or advisable, under the Laws of such issuer’s jurisdiction to insure the validity,
perfection and priority of the security interest and Lien of Administrative Agent. Upon the occurrence and during the continuance
of an Event of Default, Administrative Agent shall have the right, without notice to any Grantor, to transfer all or any portion
of the Investment Related Property to its name or the name of its nominee or agent. In addition, Administrative Agent shall have
the right at any time, without notice to any Grantor, to exchange any certificates or instruments representing any Investment Related
Property for certificates or instruments of smaller or larger denominations.


 




    	 	21	 



     


    

  


4.05       Material
Contracts.


 


(a)          Representations
and Warranties. In order to induce Administrative Agent to enter into this Agreement, each Grantor represents and warrants
to Administrative Agent that the following statements are true, correct and complete:


 


(i)         Schedule
4.05 of this Agreement sets forth all of the Material Contracts to which such Grantor has rights; and


 


(ii)        the
Material Contracts, true and complete copies (including any amendments or supplements thereof) of which have been furnished or
made available to Administrative Agent, have been duly authorized, executed and delivered by such Grantor and, to such Grantor’s
knowledge, all other parties thereto, are in full force and effect and are binding upon and enforceable against such Grantor, and
to such Grantor’s knowledge, all other parties thereto in accordance with their respective terms.


 


(b)          Covenant
and Agreement. Each Grantor covenants and agrees that after the occurrence and during the continuance of an Event of Default,
Administrative Agent may upon written notice to the applicable Grantor, notify, or require any Grantor to notify, the counterparty
to make all payments under the Material Contracts directly to Administrative Agent.


 


4.06       Letter-of-Credit
Rights.


 


(a)          Representations
and Warranties. In order to induce Administrative Agent to enter into this Agreement, each Grantor represents and warrants
to Administrative Agent that the following statements are true, correct and complete:


 


(i)         all
letters of credit with a face amount in excess of $100,000 to which such Grantor has rights are listed on Schedule 4.06;
and


 


(ii)        it
has obtained the consent of each issuer of any letter of credit with a face amount in excess of $100,000 to the assignment of the
proceeds of the letter of credit to Administrative Agent.


 


(b)          Covenants
and Agreements. Each Grantor covenants and agrees that with respect to any letter of credit with a face amount in excess of
$100,000 hereafter arising, it shall obtain the consent of the issuer thereof to the assignment of the proceeds of the letter of
credit to Administrative Agent and shall deliver to Administrative Agent a completed Supplement, together with all Supplements
to Schedules thereto.


 


4.07       Intellectual
Property.


 


(a)          Representations
and Warranties. In order to induce Administrative Agent to enter into this Agreement, each Grantor hereby represents and warrants
to Administrative Agent that the following statements are true, correct and complete (except as disclosed in paragraph H of Schedule
4.07):


 




    	 	22	 



     


    

  


(i)         Schedule
4.07 sets forth a true and complete list of (x) all United States, state and foreign registrations of and applications for
Patents, Trademarks, and Copyrights owned by each Grantor and (y) all Patent Licenses, Trademark Licenses, Trade Secret Licenses
and Copyright Licenses, in each case, material to the business of such Grantor;


 


(ii)        it
is the sole and exclusive owner of the entire right, title, and interest in and to, or has the valid right to use, all Intellectual
Property listed on Schedule 4.07, and owns or has the valid right to use all other Intellectual Property used in or necessary
to conduct its business, free and clear of all Liens, claims, encumbrances and licenses, except for Permitted Liens and the licenses
set forth in paragraphs (B), (D), (F) and (G) of Schedule 4.07 and except to the extent the failure to have such rights
could not reasonably be expected to have a Material Adverse Effect;


 


(iii)       all
Intellectual Property set forth on Schedule 4.07 is subsisting and has not been adjudged invalid or unenforceable, in whole
or in part, and each Grantor has performed all acts and has paid all renewal, maintenance, and other fees and taxes required to
maintain each and every registration and application of Copyrights, Patents and Trademarks in full force and effect;


 


(iv)       except
to the extent that could not reasonably be expected to have a Material Adverse Effect, all Intellectual Property set forth on Schedule
4.07 is valid and enforceable; no holding, decision, or judgment has been rendered in any action or proceeding before any court
or administrative authority challenging the validity of, such Grantor’s right to register, or such Grantor’s rights
to own or use, any such Intellectual Property and no such action or proceeding is pending or, to the best of such Grantor’s
knowledge, threatened;


 


(v)        all
registrations and applications for Copyrights, Patents and Trademarks set forth on Schedule 4.07 are standing in the name
of the specified Grantor, and none of the Trademarks, Patents, Copyrights or Trade Secrets set forth on Schedule 4.07 has
been licensed by any Grantor to any Affiliate or third party, except as disclosed in paragraphs (B), (D), (F) and (G) of Schedule
4.07;


 


(vi)       it
has been using appropriate statutory notice of registration in connection with its use of registered Trademarks, proper marking
practices in connection with the use of Patents, and appropriate notice of copyright in connection with the publication of Copyrights,
in each case material to the business of such Grantor;


 


(vii)      it
uses adequate standards of quality in the provision of all services rendered under or in connection with all material Trademark
Collateral and has taken all action necessary to insure that all licensees of the material Trademark Collateral owned by such Grantor
use such adequate standards of quality;


 


(viii)     to
the knowledge of such Grantor, the conduct of such Grantor’s business does not infringe upon or otherwise violate any trademark,
patent, copyright, trade secret or other intellectual property right owned or controlled by a third party; no claim has been made
that the use of any Intellectual Property owned or used by Grantor (or any of its respective licensees) violates the asserted rights
of any third party, except for such infringement, violation or claim for which such Grantor is indemnified by a third party or
to the extent that such infringement, violation or claim could not reasonably be expected to result in liability in excess of $500,000
individually or $1,000,000 in the aggregate;


 




    	 	23	 



     


    

  


(ix)       to
the knowledge of such Grantor, no third party is infringing upon or otherwise violating any rights in any material Intellectual
Property owned or used by such Grantor, or any of its respective licensees material to the business of such Grantor;


 


(x)        no
settlement or consents, covenants not to sue, non-assertion assurances, or releases have been entered into by Grantor or to which
Grantor is bound that affect Grantor’s rights in a material adverse manner to own or use any Intellectual Property; and


 


(xi)       other
than in connection with the Praesidian Facility, it has not made a previous assignment, sale, transfer or agreement constituting
a present or future assignment, sale, transfer or agreement of any Intellectual Property that has not been terminated or released.
Other than in connection with the Praesidian Facility and those being terminated on the Closing Date, there is no effective financing
statement or other document or instrument now executed, or on file or recorded in any public office, granting a security interest
in or Lien on, or otherwise encumbering any part of the Intellectual Property, other than in favor of Administrative Agent.


 


(b)          Covenants
and Agreements. Each Grantor covenants and agrees that it shall perform all covenants in this Section 4.07(b).


 


(i)         It
shall not do any act or omit to do any act whereby any of the Intellectual Property which is material to the business of Grantor
may lapse, or become abandoned, dedicated to the public, or unenforceable, or which would adversely affect the validity, grant,
or enforceability of the security interest and Lien granted therein.


 


(ii)        It
shall not, with respect to any Trademarks which are material to the business of any Grantor, cease the use of any of such Trademarks
or fail to maintain the level of the quality of products sold and services rendered under any of such Trademark at a level at least
substantially consistent with the quality of such products and services as of the date hereof, and each Grantor shall take all
steps necessary to insure that licensees of such Trademarks use such consistent standards of quality.


 


(iii)       It
shall, within thirty (30) days of the creation or acquisition of any Copyrightable work which is material to the business of Grantor,
apply to register the Copyright in the United States Copyright Office.


 


(iv)       It
shall promptly notify Administrative Agent if it knows or has reason to know that any item of the Intellectual Property that is
material to the business of any Grantor may become (x) abandoned or dedicated to the public or placed in the public domain, (y)
invalid or unenforceable, or (z) subject to any adverse determination or development (including the institution of proceedings)
in any action or proceeding in the United States Patent and Trademark Office, the United States Copyright Office, any state registry,
any foreign counterpart of the foregoing, or any court; provided that such Grantor shall not be required to notify Administrative
Agent if such item of Intellectual Property expires by its terms.


 


(v)        It
shall take all reasonable steps in the United States Patent and Trademark Office, the United States Copyright Office, any state
registry or any foreign counterpart of the foregoing, to pursue any application and maintain any registration of each Trademark,
Patent, and Copyright owned by any Grantor and material to its business which is now or shall become included in the Intellectual
Property including those items in paragraphs (A), (C) and (E) of Schedule 4.07 (as each such Schedule may be amended or
supplemented from time to time).


 




    	 	24	 



     


    

  


(vi)       In
the event that any material Intellectual Property owned by or exclusively licensed to any Grantor is infringed, misappropriated,
or diluted by a third party, such Grantor shall promptly take all actions it determines in its commercially reasonable judgment
are necessary or appropriate to stop such infringement, misappropriation, or dilution and protect its rights in such Intellectual
Property including the initiation of a suit for injunctive relief and to recover damages.


 


(vii)      It
shall (x) give notice to Administrative Agent of any application for the registration of any Copyright to be filed by such Grantor
with the United States Copyright Office or any state registry or foreign counterpart of the foregoing (whether such application
is filed by such Grantor or through any agent, employee, licensee, or designee thereof), (y) promptly (but in no event more than
(1) five (5) days, in the case of any Copyright or (2) thirty (30) days, in the case of any other Intellectual Property, after
any Grantor obtains knowledge thereof) report to Administrative Agent (A) the filing of any application to register any Intellectual
Property with the United States Patent and Trademark Office, or any state registry or foreign counterpart of the foregoing (whether
such application is filed by such Grantor or through any agent, employee, licensee, or designee thereof) and (B) the registration
of any Intellectual Property by the United States Copyright Office or the United States Patent and Trademark Office, in each case
by executing and delivering to Administrative Agent a completed Supplement, together with all Supplements to Schedules thereto.


 


(viii)     It
shall, promptly upon the reasonable request of Administrative Agent, execute and deliver to Administrative Agent any document required
to acknowledge, confirm, register, record, or perfect Administrative Agent’s security interest and Lien in any part of the
Intellectual Property, whether now owned or hereafter acquired.


 


(ix)       Except
with the prior consent of Administrative Agent or in connection with the Praesidian Facility or as permitted under the Credit Agreement,
it shall not execute or permit to be on file in any public office, any financing statement or other document or instruments evidencing
a Lien on any owned Intellectual Property, except financing statements or other documents or instruments filed or to be filed in
favor of Administrative Agent and it shall not sell, assign, transfer, license, grant any option, or create or suffer to exist
any Lien upon or with respect to the Intellectual Property, except for the Lien created by and under this Agreement and the other
Loan Documents.


 


(x)        It
shall hereafter use its commercially reasonable efforts so as not to permit the inclusion in any contract to which it hereafter
becomes a party of any provision that could or might in any way materially impair or prevent the creation of a security interest
in or Lien on, or the assignment of, such Grantor’s rights and interests in any property included within the definitions
of any Intellectual Property acquired under such contracts.


 


(xi)       It
shall take all steps it determines in its commercially reasonable judgment that are reasonably necessary to protect the secrecy
of all Trade Secrets, including entering into confidentiality agreements with employees and labeling and restricting access to
secret information and documents.


 




    	 	25	 



     


    

  


(xii)      It
shall use proper statutory notice in connection with its use of any of the material Intellectual Property.


 


(xiii)     It
shall continue to use its commercially reasonable efforts to collect, at its own expense, all amounts due or to become due to such
Grantor in respect of the Intellectual Property or any portion thereof. In connection with such collections, each Grantor may take
(and, at Administrative Agent’s reasonable direction, shall take) such action as such Grantor or Administrative Agent may
deem reasonably necessary or advisable to enforce collection of such amounts. Notwithstanding the foregoing, after the occurrence
and during the continuance of an Event of Default, Administrative Agent shall have the right to notify, or require any Grantor
to notify, any obligors with respect to any such amounts of the existence of the security interest and Lien created hereby.


 


4.08       Commercial
Tort Claims.


 


(a)          Representations
and Warranties. In order to induce Administrative Agent to enter into this Agreement, each Grantor represents and warrants
to Administrative Agent that Schedule 4.08 sets forth all Commercial Tort Claims of each Grantor.


 


(b)          Covenant
and Agreement. Each Grantor covenants and agrees that with respect to any Commercial Tort Claim hereafter arising it shall
deliver to Administrative Agent a completed Supplement, together with all Supplements to Schedules thereto, identifying such new
Commercial Tort Claims.


 


SECTION
5      FURTHER ASSURANCES; ADDITIONAL GRANTORS; BRING DOWN OF REPRESENTATIONS AND WARRANTIES


 


5.01       Further
Assurances.


 


(a)          Each
Grantor agrees that from time to time, at the expense of such Grantor, it shall promptly execute and deliver all further instruments
and documents, and take all further action, that may be necessary or reasonably desirable, or that Administrative Agent may reasonably
request, in order to create and/or maintain the validity, perfection or priority of and protect any security interest or Lien granted
hereby or to enable Administrative Agent to exercise and enforce its rights and remedies hereunder with respect to any Collateral.
Without limiting the generality of the foregoing, each Grantor shall:


 


(i)         file
such financing or continuation statements, or amendments thereto, and execute and deliver such other agreements, instruments, endorsements,
powers of attorney or notices, as may be necessary or reasonably desirable, or as Administrative Agent may reasonably request,
in order to perfect and preserve the security interests and Liens granted or purported to be granted hereby;


 


(ii)        take
all actions necessary to ensure the recordation of appropriate evidence of the Liens and security interest granted hereunder in
the Intellectual Property with any intellectual property registry in which said Intellectual Property is registered or in which
an application for registration is pending including the United States Patent and Trademark Office, the United States Copyright
Office, the various Secretaries of State, and the foreign counterparts on any of the foregoing; and


 




    	 	26	 



     


    

  


(iii)       at
Administrative Agent’s request, appear in and defend any action or proceeding that may affect such Grantor’s title
to or Administrative Agent’s security interest in and Lien on all or any part of the Collateral.


 


(b)          Each
Grantor hereby authorizes Administrative Agent to file a Record or Records, including financing or continuation statements, and
amendments thereto, in any jurisdictions and with any filing offices as Administrative Agent may determine, in its reasonable discretion,
are necessary or advisable to perfect the security interest and Lien granted to Administrative Agent herein. Such financing statements
may describe the Collateral in the same manner as described herein or may contain an indication or description of collateral that
describes such property in any other manner as Administrative Agent may determine, in its reasonable discretion, is necessary,
advisable or prudent to ensure the perfection of the security interest and Lien in the Collateral granted to Administrative Agent
herein, including describing such property as “all assets” or “all personal property, whether now owned or hereafter
acquired.” Each Grantor shall furnish to Administrative Agent from time to time statements and schedules further identifying
and describing the Collateral and such other reports in connection with the Collateral as Administrative Agent may reasonably request,
all in reasonable detail.


 


(c)          Each
Grantor hereby authorizes Administrative Agent to modify this Agreement after obtaining such Grantor’s written approval of
or signature to such modification by amending Schedule 4.07 (as such Schedule may be amended or supplemented from time to
time) to include reference to any right, title or interest in any existing Intellectual Property or any Intellectual Property acquired
or developed by any Grantor after the execution hereof or to delete any reference to any right, title or interest in any Intellectual
Property in which any Grantor no longer has or claims any right, title or interest.


 


5.02       Additional
Grantors. From time to time subsequent to the date hereof, additional Persons may become parties hereto as additional Grantors
(each, an “Additional Grantor”), by executing a Counterpart Agreement. Upon delivery of any such Counterpart
Agreement to Administrative Agent, notice of which is hereby waived by Grantors, each Additional Grantor shall be a Grantor and
shall be as fully a party hereto as if Additional Grantor were an original signatory hereto. Each Grantor expressly agrees that
its obligations arising hereunder shall not be affected or diminished by the addition or release of any other Grantor hereunder,
nor by any election of Administrative Agent not to cause any Subsidiary of Parent or Borrower to become an Additional Grantor hereunder.
This Agreement shall be fully effective as to any Grantor that is or becomes a party hereto regardless of whether any other Person
becomes or fails to become or ceases to be a Grantor hereunder.


 


5.03       Bring
Down of Representations and Warranties. Each Grantor agrees that as a condition to each Borrowing or Letter of Credit Extension,
the representations and warranties of such Grantor set forth in Section 4 of this Agreement shall be true and correct in
all material respects (other than (x) as otherwise permitted by the Credit Agreement or any other Loan Document or (y) those representations
and warranties that are expressly qualified by a Material Adverse Effect or other materiality, in which case such representations
and warranties shall be true and correct in all respects) at the time of any Borrowing or Letter of Credit Extension and after
giving effect to the proposed Borrowing or Letter of Credit Extension. The representations and warranties of each Grantor set forth
in Section 4 of this Agreement shall be deemed to have been amended to account for any applicable changes to the extent
permitted by the Credit Agreement or any other Loan Document (and such Grantor shall be deemed to be in compliance with this Section
5.03) by Borrower’s delivery of the Senior Officer’s certificate to Administrative Agent pursuant to Section
6.01(j) of the Credit Agreement.


 




    	 	27	 



     


    

  


SECTION
6       ADMINISTRATIVE AGENT APPOINTED ATTORNEY-IN-FACT


 


6.01       Power
of Attorney. Each Grantor hereby irrevocably appoints Administrative Agent (such appointment being coupled with an interest)
as such Grantor’s attorney-in-fact, with full authority in the place and stead of such Grantor and in the name of such Grantor,
Administrative Agent or otherwise, from time to time in Administrative Agent’s discretion to take any action and to execute
any instrument that Administrative Agent may reasonably deem necessary or advisable to accomplish the purposes of this Agreement,
including the following:


 


(a)          upon
the occurrence and during the continuance of any Event of Default, to obtain and adjust insurance required to be maintained by
such Grantor or paid to Administrative Agent pursuant to the Credit Agreement;


 


(b)          upon
the occurrence and during the continuance of any Event of Default, to ask for, demand, collect, sue for, recover, compound, receive
and give acquittance and receipts for moneys due and to become due under or in respect of any of the Collateral;


 


(c)          upon
the occurrence and during the continuance of any Event of Default, to receive, endorse and collect any drafts or other instruments,
documents and chattel paper in connection with clause (b) above;


 


(d)          upon
the occurrence and during the continuance of any Event of Default, to file any claims or take any action or institute any proceedings
that Administrative Agent may deem necessary or desirable for the collection of any of the Collateral or otherwise to enforce the
rights of Administrative Agent with respect to any of the Collateral;


 


(e)          to
prepare and file any UCC financing statements against such Grantor as debtor;


 


(f)           to
prepare, sign, and file for recordation in any intellectual property registry, appropriate evidence of the Lien and security interest
granted herein in the Intellectual Property in the name of such Grantor as debtor;


 


(g)          to
take or cause to be taken all actions necessary to perform or comply or cause performance or compliance with the terms of this
Agreement, including access to pay or discharge taxes or Liens (other than Permitted Liens) levied or placed upon or threatened
against the Collateral, the legality or validity thereof and the amounts necessary to discharge the same to be determined by Administrative
Agent in its reasonable discretion, any such payments made by Administrative Agent to become obligations of such Grantor to Administrative
Agent, due and payable immediately without demand;


 


(h)          upon
the occurrence and during the continuance of an Event of Default, generally to sell, transfer, pledge, make any agreement with
respect to or otherwise deal with any of the Collateral as fully and completely as though Administrative Agent were the absolute
owner thereof for all purposes; and


 


(i)           to
do, at Administrative Agent’s option and such Grantor’s expense, at any time or from time to time, all acts and things
that Administrative Agent reasonably deems necessary to protect, preserve or realize upon the Collateral and Administrative Agent’s
security interest therein and Lien thereon in order to effect the intent of this Agreement, all as fully and effectively as such
Grantor might do.


 




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6.02       No
Duty on the Part of Administrative Agent or Secured Parties. The powers conferred on Administrative Agent hereunder are solely
to protect the interests of the Secured Parties in the Collateral and shall not impose any duty upon Administrative Agent or any
Secured Party to exercise any such powers. Administrative Agent and the Secured Parties shall be accountable only for amounts that
they actually receive as a result of the exercise of such powers, and neither they nor any of 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 or
willful misconduct.


 


SECTION
7       REMEDIES


 


7.01       Generally.


 


(a)          If
any Event of Default shall have occurred and be continuing, Administrative Agent may exercise in respect of the Collateral, in
addition to all other rights and remedies provided for herein or otherwise available to it at Law or in equity, all the rights
and remedies of Administrative Agent on default under the UCC (whether or not the UCC applies to the affected Collateral) to collect,
enforce or satisfy any Secured Obligations then owing, whether by acceleration or otherwise, and also may pursue any of the following
separately, successively or simultaneously:


 


(i)         require
any Grantor to, and each Grantor hereby agrees that it shall at its expense and promptly upon request of Administrative Agent forthwith,
assemble all or part of the Collateral as directed by Administrative Agent and make it available to Administrative Agent at a place
to be designated by Administrative Agent that is reasonably convenient to both parties;


 


(ii)        enter
onto the property where any Collateral is located and take possession thereof with or without judicial process;


 


(iii)       prior
to the disposition of the Collateral, store, process, repair or recondition the Collateral or otherwise prepare the Collateral
for disposition in any manner to the extent Administrative Agent deems appropriate; and


 


(iv)       without
notice except as specified below or under the UCC, sell, assign, lease, license (on an exclusive or nonexclusive basis) or otherwise
dispose of the Collateral or any part thereof in one or more parcels at public or private sale, at any of Administrative Agent’s
offices or elsewhere, for cash, on credit or for future delivery, at such time or times and at such price or prices and upon such
other terms as Administrative Agent may deem commercially reasonable.


 




    	 	29	 



     


    

  


(b)          Administrative
Agent or any Secured Party may be the purchaser of any or all of the Collateral at any public or private (to the extent to the
portion of the Collateral being privately sold is of a kind that is customarily sold on a recognized market or the subject of widely
distributed standard price quotations) sale in accordance with the UCC and Administrative Agent, as Administrative Agent for and
representative of the Secured Parties, shall be entitled, for the purpose of bidding and making settlement or payment of the purchase
price for all or any portion of the Collateral sold at any such sale made in accordance with the UCC, to use and apply any of the
Secured Obligations as a credit on account of the purchase price for any Collateral payable by Administrative Agent at such sale.
Each 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 applicable Law) all rights of redemption, stay and/or appraisal which
it now has or may at any time in the future have under any rule of Law or statute now existing or hereafter enacted. Each Grantor
agrees that, to the extent notice of sale shall be required by Law, at least ten (10) days’ notice to such Grantor of the
time and place of any public sale or the time after which any private sale is to be made shall constitute reasonable notification.
Administrative Agent shall not be obligated to make any sale of Collateral regardless of notice of sale having been given. Administrative
Agent may adjourn any public or private sale from time to time by announcement at the time and place fixed therefor, and such sale
may, without further notice, be made at the time and place to which it was so adjourned. Each Grantor agrees that it would not
be commercially unreasonable for Administrative Agent to dispose of the Collateral or any portion thereof by using Internet sites
that provide for the auction of assets of the types included in the Collateral or that have the reasonable capability of doing
so, or that match buyers and sellers of assets. Each Grantor hereby waives any claims against Administrative Agent arising by reason
of the fact that the price at which any Collateral may have been sold at such a private sale was less than the price which might
have been obtained at a public sale, even if Administrative Agent accepts the first offer received and does not offer such Collateral
to more than one offeree. If the proceeds of any sale or other disposition of the Collateral are insufficient to pay all the Secured
Obligations, Grantors shall be liable for the deficiency and the fees of any attorneys employed by Administrative Agent to collect
such deficiency. Each Grantor further agrees that a breach of any of the covenants contained in this Section 7.01 will cause
irreparable injury to Administrative Agent, that Administrative Agent has no adequate remedy at Law in respect of such breach and,
as a consequence, that each and every covenant contained in this Section 7.01 shall be specifically enforceable against
such Grantor, and such Grantor hereby waives and agrees not to assert any defenses against an action for specific performance of
such covenants except for a defense that no default has occurred giving rise to the Secured Obligations becoming due and payable
prior to their stated maturities. Nothing in this Section 7.01 shall in any way alter the rights of Administrative Agent
hereunder.


 


(c)          Administrative
Agent may sell the Collateral without giving any warranties as to the Collateral. Administrative Agent may specifically disclaim
or modify any warranties of title or the like. This procedure will not be considered to adversely affect the commercial reasonableness
of any sale of the Collateral.


 


(d)          Administrative
Agent shall have no obligation to marshal any of the Collateral.


 


7.02       Application
of Proceeds. Except as expressly provided elsewhere in this Agreement, all proceeds received by Administrative Agent in respect
of any sale, any collection from, or other realization upon all or any part of the Collateral shall be applied in full or in part
by Administrative Agent against the Secured Obligations as set forth in Section 2.15 of the Credit Agreement.


 


7.03       Sales
on Credit. If Administrative Agent sells any of the Collateral upon credit, Grantor will be credited only with payments actually
made by purchaser and received by Administrative Agent and applied to indebtedness of the purchaser. In the event the purchaser
fails to pay for the Collateral, Administrative Agent may resell the Collateral and Grantor shall be credited with proceeds of
the sale.


 


7.04       Deposit
Accounts. If any Event of Default shall have occurred and be continuing, Administrative Agent may apply the balance from any
Deposit Account or instruct the bank at which any Deposit Account is maintained to pay the balance of any Deposit Account to or
for the benefit of Administrative Agent in accordance with the Credit Agreement.


 




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7.05       Investment
Related Property. Each Grantor recognizes that, by reason of certain prohibitions contained in the Securities Act and applicable
state securities Laws, Administrative Agent may be compelled, with respect to any sale of all or any part of the Investment Related
Property conducted without prior registration or qualification of such Investment Related Property under the Securities Act and/or
such state securities Laws, to limit purchasers to those who will agree, among other things, to acquire the Investment Related
Property for their own account, for investment and not with a view to the distribution or resale thereof. Each Grantor acknowledges
that any such private sale may be at prices and on terms less favorable than those obtainable through a public sale without such
restrictions (including a public offering made pursuant to a registration statement under the Securities Act) and, notwithstanding
such circumstances, each Grantor agrees that any such private sale shall be deemed to have been made in a commercially reasonable
manner and that Administrative Agent shall have no obligation to engage in public sales and no obligation to delay the sale of
any Investment Related Property for the period of time necessary to permit the issuer thereof to register it for a form of public
sale requiring registration under the Securities Act or under applicable state securities Laws, even if such issuer would, or should,
agree to so register it. If, after an Event of Default has occurred and is continuing, Administrative Agent determines to exercise
its right to sell any or all of the Investment Related Property, upon written request, each Grantor shall and shall use its commercially
reasonable efforts to cause each issuer of any Pledged Stock to be sold hereunder, each partnership and each limited liability
company from time to time to furnish to Administrative Agent all such information as Administrative Agent may reasonably request
in order to determine the number and nature of interest, shares or other instruments included in the Investment Related Property
which may be sold by Administrative Agent in exempt transactions under the Securities Act and the rules and regulations of the
Securities and Exchange Commission thereunder, as the same are from time to time in effect.


 


7.06       Intellectual
Property.


 


(a)          Anything
contained herein to the contrary notwithstanding, upon the occurrence and during the continuation of an Event of Default:


 


(i)         Administrative
Agent shall have the right (but not the obligation) to bring suit or otherwise commence any action or proceeding in the name of
any Grantor, Administrative Agent or otherwise, in Administrative Agent’s sole discretion, to enforce any Intellectual Property,
in which event such Grantor shall, at the request of Administrative Agent, do any and all lawful acts and execute any and all documents
required by Administrative Agent in aid of such enforcement and such Grantor shall promptly, upon demand, reimburse and indemnify
Administrative Agent as provided in Section 10 in connection with the exercise of its rights under this Section 7.06,
and, to the extent that Administrative Agent shall elect not to bring suit to enforce any Intellectual Property as provided in
this Section 7.06, each Grantor agrees to use all reasonable measures, whether by action, suit, proceeding or otherwise,
to prevent the infringement or other violation of any of such Grantor’s rights in the Intellectual Property by others and
for that purpose agrees to diligently maintain any action, suit or proceeding against any Person so infringing as shall be necessary
to prevent such infringement or violation;


 


(ii)        upon
written demand from Administrative Agent, each Grantor shall grant, assign, convey or otherwise transfer to Administrative Agent
or such Administrative Agent’s designee all of such Grantor’s right, title and interest in and to the Intellectual
Property and shall execute and deliver to Administrative Agent such documents as are necessary or appropriate to carry out the
intent and purposes of this Agreement;


 




    	 	31	 



     


    

  


(iii)       each
Grantor agrees that such an assignment and/or recording shall be applied to reduce the Secured Obligations outstanding only to
the extent that Administrative Agent (or any Secured Party) receives cash proceeds in respect of the sale of, or other realization
upon, the Intellectual Property;


 


(iv)       Administrative
Agent shall have the right to notify, or require each Grantor to notify, any obligors with respect to amounts due or to become
due to such Grantor in respect of the Intellectual Property, of the existence of the security interest and Lien created herein,
to direct such obligors to make payment of all such amounts directly to Administrative Agent, and, upon such notification and at
the expense of such Grantor, to enforce collection of any such amounts and to adjust, settle or compromise the amount or payment
thereof, in the same manner and to the same extent as such Grantor might have done;


 


(v)        all
amounts and proceeds (including checks and other instruments) received by Grantor in respect of amounts due to such Grantor in
respect of the Collateral or any portion thereof shall be received in trust for the benefit of Administrative Agent hereunder,
shall be segregated from other funds of such Grantor and shall be forthwith paid over or delivered to Administrative Agent in the
same form as so received (with any necessary endorsement) to be held as cash Collateral and applied as provided by Section 7.07;
and


 


(vi)       without
the consent of Administrative Agent, no Grantor shall adjust, settle or compromise the amount or payment of any such amount or
release wholly or partly any obligor with respect thereto or allow any credit or discount thereon.


 


(b)          If
(i) an Event of Default shall have occurred and, by reason of cure, waiver, modification, amendment or otherwise, no longer be
continuing, (ii) no other Event of Default shall have occurred and be continuing, (iii) an assignment or other transfer to Administrative
Agent of any rights, title and interests in and to the Intellectual Property shall have been previously made and shall have become
absolute and effective, and (iv) the Secured Obligations shall not have become immediately due and payable, upon the written request
of any Grantor, Administrative Agent shall promptly execute and deliver to such Grantor, at such Grantor’s sole cost and
expense, such assignments or other transfer as may be necessary or reasonably advisable to reassign to such Grantor any such rights,
title and interests as may have been assigned to Administrative Agent as aforesaid, subject to any disposition thereof that may
have been made by Administrative Agent; provided that after giving effect to such reassignment, Administrative Agent’s
security interest and Lien granted pursuant hereto, as well as all other rights and remedies of Administrative Agent granted hereunder,
shall continue to be in full force and effect; and provided further, the rights, title and interests so reassigned shall
be free and clear of any other Liens granted by or on behalf of Administrative Agent and the Secured Parties.


 


(c)          Solely
for the purpose of enabling Administrative Agent to exercise rights and remedies under this Section 7 and at such time as
Administrative Agent shall be lawfully entitled to exercise such rights and remedies, each Grantor hereby grants to Administrative
Agent, to the extent it has the right to do so, an irrevocable, nonexclusive license (exercisable without payment of royalty or
other compensation to such Grantor), subject, in the case of Trademarks, to sufficient rights to quality control and inspection
in favor of such Grantor to avoid the risk of invalidation of said Trademarks, to use, operate under, license, or sublicense any
Intellectual Property now owned or hereafter acquired by such Grantor, and wherever the same may be located.


 




    	 	32	 



     


    

  


7.07       Cash
Proceeds. Unless otherwise provided pursuant to the Credit Agreement or Section 4.04(a)(i)(2), all proceeds of any Collateral
received by any Grantor consisting of cash, checks and other non-cash items (collectively, “Cash Proceeds”)
shall be held by such Grantor in trust for Administrative Agent and shall, forthwith upon receipt by such Grantor, be turned over
to Administrative Agent in the exact form received by such Grantor (duly endorsed by such Grantor to Administrative Agent, if required)
(including by deposit into a Controlled Account or any other Deposit Account permitted not to be a Controlled Account pursuant
to the terms hereof). Any Cash Proceeds received by Administrative Agent (whether from a Grantor or otherwise): (i) if no Event
of Default shall have occurred and be continuing, shall be applied against the Secured Obligations pursuant to and as required
by the terms of the Credit Agreement and (ii) if an Event of Default shall have occurred and be continuing, may, in the sole discretion
of Administrative Agent, (A) be held by Administrative Agent for the ratable benefit of the Secured Parties, as collateral security
for the Secured Obligations (whether matured or unmatured) and/or (B) then or at any time thereafter may be applied by Administrative
Agent against the Secured Obligations then due and owing; in each case, in accordance with the terms of the Credit Agreement.


 


7.08       Compliance
with Communications Law. Notwithstanding any other provision of this Agreement, any foreclosure on, sale, assignment, transfer
of control, direct or indirect transfer or other disposition of, the exercise of any rights to vote or consent with respect to
any of, and the exercise of any other right or remedy with respect to any FCC License and/or PUC License and/or any Collateral
subject to such FCC License and/or PUC License shall be in compliance with the Communications Law and Grantor and Administrative
Agent shall have the rights and obligations set forth in Section 8.02(e) of the Credit Agreement.


 


SECTION
8       ADMINISTRATIVE AGENT


 


Administrative Agent has
been appointed to act as Administrative Agent hereunder by Lenders and, by their acceptance of the benefits hereof, the other Secured
Parties. Administrative Agent shall be obligated, and shall have the right hereunder, to make demands, to give notices, to exercise
or refrain from exercising any rights, and to take or refrain from taking any action (including the release or substitution of
Collateral), solely in accordance with this Agreement and the Credit Agreement. In furtherance of the foregoing provisions of this
Section 8, each Secured Party, by its acceptance of the benefits hereof, agrees that it shall have no right individually
to realize upon any of the Collateral hereunder, it being understood and agreed by such Secured Party that all rights and remedies
hereunder may be exercised solely by Administrative Agent for the benefit of Secured Parties in accordance with the terms of this
Section 8. Administrative Agent may resign at any time in accordance with the provisions of the Credit Agreement. Upon the
acceptance of any appointment as Administrative Agent hereunder by a successor Administrative Agent, that successor Administrative
Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring or removed
Administrative Agent under this Agreement, and the retiring or removed Administrative Agent under this Agreement shall promptly
(i) transfer to such successor Administrative Agent all sums, Securities and other items of Collateral held hereunder, together
with all records and other documents necessary or appropriate in connection with the performance of the duties of the successor
Administrative Agent under this Agreement, and (ii) execute and deliver to such successor Administrative Agent or otherwise authorize
the filing of such amendments to financing statements, and take such other actions, as may be necessary or appropriate in connection
with the assignment to such successor Administrative Agent of the security interests and Liens created hereunder, whereupon such
retiring or removed Administrative Agent shall be discharged from its duties and obligations under this Agreement. After any retiring
or removed Administrative Agent’s resignation or removal hereunder as Administrative Agent, the provisions of this Agreement
shall inure to its benefit as to any actions taken or omitted to be taken by it under this Agreement while it was Administrative
Agent hereunder.


 




    	 	33	 



     


    

  


SECTION
9       CONTINUING SECURITY INTEREST AND LIEN; TRANSFER OF LOANS


 


This Agreement shall create
a continuing security interest in and Lien on the Collateral and shall remain in full force and effect until the payment in full
of all Secured Obligations, be binding upon each Grantor, its successors and assigns, and inure, together with the rights and remedies
of Administrative Agent hereunder, to the benefit of Administrative Agent and its successors, transferees and assigns. Without
limiting the generality of the foregoing, but subject to the terms of the Credit Agreement, any Lender may assign or otherwise
transfer any Loans held by it to any other Person, and such other Person shall thereupon become vested with all the benefits in
respect thereof granted to Lenders herein or otherwise. Upon the payment in full of all Secured Obligations, the security interest
and Lien granted hereby shall automatically terminate hereunder and of record and all rights to the Collateral shall revert to
Grantors. Upon any such termination, Administrative Agent shall, at Grantors’ expense, execute and deliver to Grantors or
otherwise authorize the filing of such documents as Grantors shall reasonably request, including financing statement amendments,
to evidence such termination. Upon any disposition of property permitted by the Credit Agreement, the Liens granted on such property
herein shall be deemed to be automatically released and such property shall automatically revert to the applicable Grantor with
no further action on the part of any Person. Administrative Agent shall, at Grantor’s expense, execute and deliver or otherwise
authorize the filing of such documents as Grantors shall reasonably request, in form and substance reasonably satisfactory to Administrative
Agent, including financing statement amendments, to evidence such release.


 


SECTION
10    STANDARD OF CARE; ADMINISTRATIVE AGENT MAY PERFORM


 


The powers conferred on Administrative
Agent hereunder are solely to protect its interest in the Collateral and shall not impose any duty upon it to exercise any such
powers. Except for the exercise of reasonable care in the custody of any Collateral in its possession and the accounting for moneys
actually received by it hereunder, Administrative Agent shall have no duty as to any Collateral or as to the taking of any necessary
steps to preserve rights against prior parties or any other rights pertaining to any Collateral. Administrative Agent shall be
deemed to have exercised reasonable care in the custody and preservation of Collateral in its possession if such Collateral is
accorded treatment substantially equal to that which Administrative Agent accords its own property. Neither Administrative Agent
nor any of its directors, officers, employees or agents shall be liable for failure to demand, collect or realize upon all or any
part of the Collateral or for any delay in doing so or shall be under any obligation to sell or otherwise dispose of any Collateral
upon the request of any Grantor or otherwise. If any Grantor fails to perform any agreement contained herein, Administrative Agent
may itself perform, or cause performance of, such agreement, and the expenses of Administrative Agent incurred in connection therewith
shall be payable by each Grantor pursuant to Section 10.02 of the Credit Agreement as though the provisions are incorporated
herein.


 




    	 	34	 



     


    

 


SECTION
11     MISCELLANEOUS


 


(a)          Any
notice required or permitted to be given under this Agreement shall be given in accordance with Section 10.01 of the Credit
Agreement.


 


(b)          No
failure or delay on the part of Administrative Agent in the exercise of any power, right or privilege hereunder or under any other
Loan Document shall impair such power, right or privilege or be construed to be a waiver of any default or acquiescence therein,
nor shall any single or partial exercise of any such power, right or privilege preclude other or further exercise thereof or of
any other power, right or privilege. The rights, powers and remedies given to Administrative Agent hereby are cumulative and shall
be in addition to and independent of all rights, powers and remedies existing by virtue of any statute or rule of Law or in any
of the other Loan Documents. Any forbearance or failure to exercise, and any delay in exercising, any right, power or remedy hereunder
shall not impair any such right, power or remedy or be construed to be a waiver thereof, nor shall it preclude the further exercise
of any such right, power or remedy. In case any provision in or obligation hereunder or under any other Loan Document shall be
invalid, illegal or unenforceable in any jurisdiction, the validity, legality and enforceability of the remaining provisions or
obligations, or of such provision or obligation in any other jurisdiction, shall not in any way be affected or impaired thereby.


 


(c)          All
covenants hereunder shall be given independent effect so that if a particular action or condition is not permitted by any of such
covenants, the fact that it would be permitted by an exception to, or would otherwise be within the limitations of, another covenant
shall not avoid the occurrence of a Default or an Event of Default if such action is taken or condition exists.


 


(d)          The
provisions of this Agreement shall be binding upon and inure to the benefit of Administrative Agent and each Grantor and their
respective successors and assigns permitted hereby, except that (i) no Grantor may assign or otherwise transfer any of its rights
or obligations hereunder without the prior written consent of Administrative Agent and (ii) Administrative Agent may not assign
or transfer any of its rights or obligations hereunder except in connection with the resignation or removal of Administrative Agent
in accordance with this Agreement and the Credit Agreement. Nothing in this Agreement, expressed or implied, shall be construed
to confer upon any Person (other than Administrative Agent and Grantors and their respective successors and assigns permitted hereby,
and to the extent expressly contemplated hereby, the Related Parties of Administrative Agent) any legal or equitable right, remedy
or claim under or by reason of this Agreement.


 


(e)          This
Agreement and the other Loan Documents embody the entire agreement and understanding between Grantors and Administrative Agent
and supersede all prior agreements and understandings between such parties relating to the subject matter hereof and thereof. Accordingly,
the Loan Documents may not be contradicted by evidence of prior, contemporaneous or subsequent oral agreements of the parties.


 


(f)           There
are no unwritten oral agreements between the parties.


 


(g)          If
any conflict or inconsistency exists between the Pledge Agreement and this Agreement, this Agreement shall govern.


 


(h)          This
Agreement may be executed in any number of counterparts, each of which when so executed and delivered shall be deemed an original,
but all such counterparts together shall constitute but one and the same instrument. This Agreement shall become effective upon
the execution of a counterpart hereof by each of Administrative Agent and each Grantor and receipt by Administrative Agent and
each Grantor of written or telephonic notification of such execution and authorization of delivery thereof.


 




    	 	35	 



     


    

  


(i)           THIS
AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF ADMINISTRATIVE AGENT AND EACH GRANTOR SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED
AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES THEREOF (other
than Sections 5-1401 and 5-1402 of The New York General Obligations Law).


 


[Remainder of page intentionally left blank]


 




    	 	36	 



     


    

 


IN WITNESS WHEREOF,
each Grantor and Administrative Agent have caused this Agreement to be duly executed and delivered by their respective representatives
thereunto duly authorized as of the date first written above.


 


	GRANTORS:	FUSION NBS ACQUISITION CORP.
	 	 	 
	 	By: 	/s/ Gordon Hutchins, Jr.
	 	 	Name: Gordon Hutchins, Jr.
	 	 	Title: President and Chief Operating Officer
	 	 	 
	 	FUSION TELECOMMUNICATIONS INTERNATIONAL, INC.
	 	 	 
	 	By:	/s/ Gordon Hutchins, Jr.
	 	 	Name: Gordon Hutchins, Jr.
	 	 	Title: President and Chief Operating Officer
	 	 	 
	 	NETWORK BILLING SYSTEMS, L.L.C.
	 	 	 
	 	By:	/s/ Gordon Hutchins, Jr.
	 	 	Name: Gordon Hutchins, Jr.
	 	 	Title: Executive Vice President
	 	 	 
	 	FUSION BVX LLC
	 	 	 
	 	By:	/s/ Gordon Hutchins, Jr.
	 	 	Name: Gordon Hutchins, Jr.
	 	 	Title: President
	 	 	 
	 	PINGTONE COMMUNICATIONS, INC.
	 	 	 
	 	By:	/s/ Gordon Hutchins, Jr.
	 	 	Name: Gordon Hutchins, Jr.
	 	 	Title: President and Chief Operating Officer


 


[Pledge and Security Agreement]


 




     


     


    

  


	 	FIDELITY ACCESS NETWORKS, LLC
	 	 	 
	 	By:	/s/ Gordon Hutchins, Jr.
	 	 	Name: Gordon Hutchins, Jr.
	 	 	Title: President and Chief Operating Officer
	 	 	 
	 	FIDELITY CONNECT LLC
	 	 	 
	 	By:	/s/ Gordon Hutchins, Jr.
	 	 	Name: Gordon Hutchins, Jr.
	 	 	Title: President and Chief Operating Officer
	 	 	 
	 	FIDELITY VOICE SERVICES, LLC
	 	 	 
	 	By:	/s/ Gordon Hutchins, Jr.
	 	 	Name: Gordon Hutchins, Jr.
	 	 	Title: President and Chief Operating Officer
	 	 	 
	 	FIDELITY ACCESS NETWORKS, INC.
	 	 	 
	 	By:	/s/ Gordon Hutchins, Jr.
	 	 	Name: Gordon Hutchins, Jr.
	 	 	Title: President and Chief Operating Officer
	 	 	 
	 	FIDELITY TELECOM, LLC
	 	 	 
	 	By:	/s/ Gordon Hutchins, Jr.
	 	 	Name: Gordon Hutchins, Jr.
	 	 	Title: President and Chief Operating Officer
	 	 	 
	 	APPTIX, INC.
	 	 	 
	 	By: 	/s/ Gordon Hutchins, Jr
	 	 	Name: Gordon Hutchins, Jr.
	 	 	Title: President and Chief Operating Officer


 


[Pledge and Security Agreement]


 




     


     


    

  


	ADMINISTRATIVE AGENT:	EAST WEST BANK,
	 	as Administrative Agent
	 	 	 
	 	By: 	/s/ Richard Vian
	 	 	Name:  Richard Vian
	 	 	Title: Senior Vice President


 


[Pledge and Security Agreement] 


 




     


     


    

 


SCHEDULE 4.01


 


GENERAL INFORMATION


 


		(A)	Full Legal Name, Type of Organization, Jurisdiction of Organization, Mailing Address of Chief Executive Office/Sole Place of
Business and Organizational Identification Number of each Grantor:



 


	Full Legal Name	 	Type of 

Organization	 	Jurisdiction of

Organization	 	Mailing Address/Sole

Place of Business 	 	Organizational

ID #
	Fusion Telecommunications International, Inc.	 	C corp.	 	Delaware	 	420 Lexington Avenue, Suite 1718, New York (New York), NY 10170	 	2797310
	Fusion NBS Acquisition Corp.	 	C corp.	 	Delaware	 	420 Lexington Avenue, Suite 1718, New York (New York), NY 10170	 	5169555
	Network Billing Systems, L.L.C.	 	Limited liability company	 	New Jersey	 	155 Willowbrook Boulevard, Suite 200, Wayne, (Passaic), NJ 07470	 	0600051385
	Fusion BVX LLC	 	Limited liability company	 	Delaware	 	420 Lexington Avenue, Suite 1718, New York (New York), NY 10170	 	5391192
	PingTone Communications, Inc.	 	C corp.	 	Delaware	 	13921 Park Center Road, Herndon, Virginia 20171	 	3341333
	Fidelity Access Networks, Inc.	 	C corp.	 	Ohio	 	23250 Chagrin Boulevard, Suite 250, Beechwood, Ohio 44122	 	1223593
	Fidelity Access Networks, LLC	 	Limited liability company	 	Ohio	 	23250 Chagrin Boulevard, Suite 250, Beechwood, Ohio 44122	 	1223586
	Fidelity Connect LLC	 	Limited liability company	 	Ohio	 	23250 Chagrin Boulevard, Suite 250, Beechwood, Ohio 44122	 	1943232
	Fidelity Voice Services, LLC	 	Limited liability company	 	Ohio	 	23250 Chagrin Boulevard, Suite 250, Beechwood, Ohio 44122	 	1469027
	Fidelity Telecom, LLC	 	Limited liability company	 	Ohio	 	23250 Chagrin Boulevard, Suite 250, Beechwood, Ohio 44122	 	1848967
	Apptix, Inc.	 	C corp.	 	Florida	 	13461 Sunrise Valley Drive, Suite 300, Herndon, VA 20171	 	P99000010732


 




     


     


    

  


		(B)	Other Names (including any Trade-Name or Fictitious Business
Name) under which each Grantor has conducted business for the past five (5) years:



 


	Credit Party	 	Additional Names
	 	 	 
	Fusion BVX LLC	 	Fusion Broadvox Acquisition Corp.
	 	 	 
	Network Billing Systems, L.L.C.	 	Fusion
	 	 	 
	Each of Fidelity Companies	 	Fidelity Voice and Data, Intercloud and Ethernet Everywhere


 


		(C)	Changes in Name, Jurisdiction of Organization, Chief Executive Office or Sole Place of Business (or Principal Residence if
Grantor is a Natural Person) and Corporate Structure within past five (5) years:



 


		i)	Changes in name are covered in (B) immediately above.



 


		ii)	On December 3, 2013, Fusion Broadvox Acquisition Corp., a Delaware corporation, organized under
the laws of the state of Delaware on August 29, 2013, converted from a “c” corp. to a limited liability company and
changed its name to Fusion BVX LLC.



 


		iii)	On October 31, 2014, Fusion PTC Acquisition Inc., a company established solely for the purpose
of acquiring PingTone Communications, Inc., merged with and into PingTone Communications, Inc. with PingTone Communications, Inc.
being the surviving company in such merger.



 


		(D)	Agreements pursuant to which Grantor was bound as debtor within past five (5) years:



 


		i)	Immediately prior to the date hereof, each of the Grantors (other than Apptix, Inc.) was either
a borrower or a guarantor under the (a) Opus Credit Agreement and related documents (together, the “Opus Facility”),
and (b) the Fourth Amended and Restated Securities Purchase Agreement and Security Agreement, dated as of December 8, 2015, with
Subordinated Praesidian Agent, Praesidian Capital Opportunity Fund III-A, LP, and United Insurance Company of America and related
documents (together, the “Fourth A&R Praesidian Facility”). The Opus Facility amended and restated the Original
Opus Facility (as defined below) and the Fourth A&R Praesidian Facility amended and restated the Third A&R Praesidian Facility
(as defined below).



 


		ii)	Each of the Grantors (other than Apptix, Inc., Fidelity Access Networks, Inc., Fidelity Access
Networks, LLC, Fidelity Connect LLC, Fidelity Voice Services, LLC and Fidelity Telecom, LLC (collectively, the “Excluded
Grantors”)) was either a borrower or a guarantor under the (a) Credit Agreement between Opus and Borrower dated as of
August 28, 2015 and related documents (together, the “Original Opus Facility”), and (b) the Third Amended and
Restated Securities Purchase Agreement and Security Agreement, dated as of August 28, 2015, with Subordinated Praesidian Agent
and the other lenders party thereto and related documents (together, the “Third A&R Praesidian Facility”).
The Third A&R Praesidian Facility amended and restated the Second A&R Praesidian Facility.



 




     


     


    

  


		iii)	Each of the Grantors (other than the Excluded Grantors) was either a borrower or a guarantor under
the Second Amended and Restated Securities Purchase Agreement and Security Agreement, dated as of October 31, 2014, with Subordinated
Praesidian Agent and the other parties party thereto and related documents (together, the “Second A&R Praesidian Facility”).
The Second A&R Praesidian Facility amended and restated the First A&R Praesidian Facility (as defined below).



 


		iv)	Each of the Grantors (other than the Excluded Grantors) was either a borrower or a guarantor under
the Amended and Restated Securities Purchase Agreement and Security Agreement, dated as of December 31, 2013, with Subordinated
Praesidian Agent and the other parties party thereto and related documents (together, the “A&R Praesidian Facility”).
The A&R Praesidian Facility amended and restated the Original Praesidian Facility (as defined below).



 


		v)	Each of the Grantors (other than the Excluded Grantors) was either a borrower or a guarantor under
the Securities Purchase Agreement and Security Agreement, dated as of October 29, 2012, with Subordinated Praesidian Agent and
the other parties party thereto and related documents (together, the “Original Praesidian Facility”).



 


		vi)	Parent is a borrower under the Second Amended and Restated Unsecured Promissory Note dated as of
the Closing Date in favor of Marvin S. Rosen (the “Second A&R Rosen Note). The Second A&R Rosen Note amended
and restated the First A&R Rosen Note (as defined below).



 


		vii)	Parent was a borrower under the Amended and Restated Unsecured Promissory Note dated as of August
28, 2015 in favor of Marvin S. Rosen (the “First A&R Rosen Note). The First A&R Rosen Note amended and restated
the Original Rosen Note (as defined below).



 


		viii)	Parent was a borrower under the Unsecured Promissory Note dated as of October 25, 2012 in favor
of Marvin S. Rosen (the “Original Rosen Note).



 


		(E)	Financing Statements:



 


	Grantor	 	Filing Jurisdiction
		 	Delaware
	 	 	 
		 	Delaware
	 	 	 
		 	New Jersey
	 	 	 
		 	Delaware
	 	 	 
		 	Delaware
	 	 	 
		 	Ohio
	 	 	 
		 	Ohio
	 	 	 
		 	Ohio
	 	 	 
		 	Ohio
	 	 	 
		 	Ohio
	 	 	 
		 	Florida


 




     


     


    

  


SCHEDULE 4.03


 


GOVERNMENT CONTRACTS


 


	Grantor	 	Description of Services Purchased
	 	 	 
	 	 	SIP Trunking
	 	 	 
	 	 	SIP Trunking
	 	 	 
	 	 	SIP Trunking
	 	 	 
	 	 	SIP Trunking
	 	 	 
	 	 	SIP Trunking
	 	 	 
	 	 	SIP Trunking
	 	 	 
	 	 	SIP Trunking
	 	 	 
	 	 	SIP Trunking
	 	 	 
	 	 	SIP Trunking
	 	 	 
	 	 	SIP Trunking
	 	 	 
	 	 	SIP Trunking
	 	 	 
	 	 	SIP Trunking
	 	 	 
	 	 	SIP Trunking
	 	 	 
	 	 	SIP Trunking
	 	 	 
	 	 	SIP Trunking
	 	 	 
	 	 	SIP Trunking
	 	 	 
	 	 	SIP Trunking
	 	 	 
	 	 	SIP Trunking
	 	 	 
	 	 	SIP Trunking
	 	 	 
	 	 	Cloud Voice/Connectivity
	 	 	 
	 	 	Cloud Voice/Connectivity
	 	 	 
	 	 	Cloud Voice/Connectivity
	 	 	 
	 	 	Cloud Voice/Connectivity
	 	 	 
	 	 	Cloud Voice/Connectivity
	 	 	 
	 	 	Cloud Voice/Connectivity
	 	 	 
	 	 	Cloud Voice/Connectivity
	 	 	 
	 	 	Cloud Voice/Connectivity
	 	 	 
	 	 	Cloud Voice/Connectivity
	 	 	 
	 	 	Cloud Voice/Connectivity


 




     


     


    

  


	 	 	Cloud Voice/Connectivity
	 	 	 
	 	 	Cloud Voice/Connectivity
	 	 	 
	 	 	Cloud Voice/Connectivity
	 	 	 
	 	 	Cloud Voice/Connectivity
	 	 	 
	 	 	Cloud Voice/Connectivity
	 	 	 
	 	 	Cloud Voice/Connectivity
	 	 	 
	 	 	Cloud Voice/Connectivity
	 	 	 
	 	 	Cloud Voice/Connectivity
	 	 	 
	 	 	Cloud Voice/Connectivity
	 	 	 
	 	 	Cloud Voice/Connectivity
	 	 	 
	 	 	Cloud Voice/Connectivity
	 	 	 
	 	 	Cloud Voice/Connectivity
	 	 	 
	 	 	Cloud Voice/Connectivity
	 	 	 
	 	 	Cloud Voice/Connectivity
	 	 	 
	 	 	Cloud Voice/Connectivity
	 	 	 
	 	 	Cloud Voice/Connectivity
	 	 	 
	 	 	Cloud Voice/Connectivity
	 	 	 
	 	 	Cloud Voice/Connectivity
	 	 	 
	 	 	Cloud Voice/Connectivity
	 	 	 
	 	 	Cloud Voice/Connectivity
	 	 	 
	 	 	Cloud Voice/Connectivity
	 	 	 
	 	 	Cloud Voice/Connectivity
	 	 	 
	 	 	Cloud Voice/Connectivity
	 	 	 
	 	 	Cloud Voice/Connectivity
	 	 	 
	 	 	Cloud Voice/Connectivity
	 	 	 
	 	 	Cloud Voice/Connectivity
	 	 	 
	 	 	Cloud Voice/Connectivity
	 	 	 
	 	 	Cloud Voice/Connectivity
	 	 	 
	 	 	Cloud Voice/Connectivity
	 	 	 
	 	 	Cloud Voice/Connectivity
	 	 	 
	 	 	Cloud Voice  
	 	 	 
	 	 	Cloud Voice  
	 	 	 
	 	 	Cloud Voice  


 




     


     


    

  


	 	 	Cloud Voice  
	 	 	 
	 	 	Cloud Voice  
	 	 	 
	 	 	Cloud Voice  
	 	 	 
	 	 	Cloud Voice  
	 	 	 
	 	 	Cloud Voice  
	 	 	 
	 	 	Cloud Voice  
	 	 	 
	 	 	Cloud Voice  
	 	 	 
	 	 	Cloud Voice  
	 	 	 
	 	 	Cloud Voice  
	 	 	 
	 	 	Cloud Voice  
	 	 	 
	 	 	Cloud Voice  
	 	 	 
	 	 	Cloud Voice  
	 	 	 
	 	 	Cloud Voice  
	 	 	 
	 	 	Cloud Voice  
	 	 	 
	 	 	Cloud Voice  
	 	 	 
	 	 	Cloud Voice  
	 	 	 
	 	 	Cloud Voice  
	 	 	 
	 	 	Cloud Voice  
	 	 	 
	 	 	Cloud Voice  
	 	 	 
	 	 	Cloud Voice  
	 	 	 
	 	 	Cloud Voice  
	 	 	 
	 	 	Cloud Voice  
	 	 	 
	 	 	Cloud Voice  
	 	 	 
	 	 	Cloud Voice  
	 	 	 
	 	 	Cloud Voice  
	 	 	 
	 	 	Cloud Connectivity
	 	 	 
	 	 	Cloud Connectivity
	 	 	 
	 	 	Cloud Connectivity
	 	 	 
	 	 	Cloud Connectivity
	 	 	 
	 	 	Cloud Connectivity
	 	 	 
	 	 	Cloud Connectivity
	 	 	 
	 	 	Cloud Connectivity
	 	 	 
	 	 	Cloud Connectivity


 




     


     


    

  


	 	 	Cloud Computing
	 	 	 
	 	 	Cloud Computing
	 	 	 
	 	 	Cloud Computing
	 	 	 
	 	 	Cloud Computing
	 	 	 
	 	 	Cloud Computing
	 	 	 
	 	 	Cloud Computing


 




     


     


    

 


SCHEDULE 4.04


 


INVESTMENT RELATED PROPERTY


 


		(A)	Pledged Stock:



 


	Grantor	 	Issuer	 	Class of Stock	 	Stock

Certificate No.	 	Par Value	 	Number of Shares	 	% of

Outstanding

Stock of

Company

Pledged
	Fusion Telecommunications International, Inc	 	Fusion NBS Acquisition Corp.	 	Common	 	1	 	$0.0001	 	100 shares	 	100%
	 	 	 	 	 	 	 	 	 	 	 	 	 
	Fusion NBS Acquisition Corp.	 	PingTone Communications, Inc.	 	Common	 	200	 	$0.01	 	1 share	 	100%
	 	 	 	 	 	 	 	 	 	 	 	 	 
	Fusion NBS Acquisition Corp.	 	Fidelity Access Networks, Inc.	 	Common	 	3	 	No par value	 	100 shares	 	100%
	 	 	 	 	 	 	 	 	 	 	 	 	 
	Fusion NBS Acquisition Corp.	 	Apptix, Inc.	 	Common	 	5	 	$0.01	 	12,500	 	100%


 


Pledged LLC Interests:


 


	Grantor	 	Issuer	 	Certificated (Y/N)	 	Certificate No. (if any)	 	% of Outstanding LLC

Interests of Limited Liability

Company Pledged
	Fusion NBS Acquisition Corp.	 	Network Billing Systems, L.L.C.	 	Y	 	1	 	100%
	Fusion NBS Acquisition Corp.	 	Fusion BVX LLC	 	Y	 	1	 	100%
	Fidelity Access Networks, Inc.	 	Fidelity Access Networks, LLC	 	Y	 	1	 	100%
	Fidelity Access Networks, LLC	 	Fidelity Connect LLC	 	Y	 	1	 	100%
	Fidelity Access Networks, LLC	 	Fidelity Voice Services, LLC	 	Y	 	1	 	100%
	Fusion NBS Acquisition Corp.	 	Fidelity Telecom, LLC	 	Y	 	1	 	100%


 




     


     


    

  


Pledged Partnership Interests: None.


 


Pledged Trust Interests: None.


 


Pledged Foreign Interests: None.


 


Pledged Debt: None.


 


Subordinated Intercompany Notes: None.


 


Securities Accounts with a U.S. Securities Intermediary: None.


 


Commodities Accounts with a U.S. Commodity Intermediary: None.


 


Deposit Accounts with a U.S. Bank:


 


	Grantor	 	Financial Institution

where Account

Maintained	 
	Fusion Telecommunications International, Inc. 	 	Opus Bank	 
	Network Billing System, L.L.C.	 	Opus Bank	 
	Network Billing System, L.L.C.	 	Key Bank	 
	Apptix, Inc.	 	Silicon Valley Bank	 
	Apptix, Inc.	 	Silicon Valley Bank	 
	Apptix, Inc.	 	Silicon Valley Bank	 
	Apptix, Inc.	 	Silicon Valley Bank	 


 




     


     


    

  


(B)


 


		i)	On October 2012, Fusion NBS Acquisition Corp. acquired all of the outstanding equity interests
of Network Billing Systems, L.L.C. and certain assets of Interconnect Systems Group 11 LLC.



 


		ii)	On December 31, 2013, Fusion BVX LLC acquired substantially all of the assets of Broadvox Go! LLC
and Cypress Communications LLC.



 


		iii)	On October 31, 2014, Fusion PTC Acquisition Inc., a company established solely for the purpose
of acquiring PingTone Communications, Inc., merged with and into PingTone Communications, Inc. with PingTone Communications, Inc.
being the surviving company in such merger.



 


		iv)	On September 30, 2015, Network Billing Systems, LLC acquired substantially all of the assets of
RootAxcess, LLC.



 


		v)	Pursuant to a Stock Purchase and Sale Agreement dated December 8, 2015, Fusion NBS Acquisition
Corp. acquired all of the equity interests of Fidelity Access Networks, Inc., Fidelity Access Networks, LLC, Fidelity Connect LLC,
Fidelity Voice Services, LLC and Fidelity Telecom LLC (acquisition of Fidelity Telecom LLC closed in Feb 2016).



 


		vi)	On March 25, 2016, Network Billing Systems, LLC acquired substantially all of the assets of Technology
for Business Corporation.



 


		vii)	On the Closing Date, Borrower acquired all of the outstanding equity interests of Apptix, Inc.



 




     


     


    

 


SCHEDULE 4.06


 


LETTERS OF CREDIT


 


	Grantor	 	Description of Letters of Credit
	None.	 	Not Applicable


 




     


     


    

  


SCHEDULE 4.07


 


INTELLECTUAL PROPERTY


 


		(A)	Copyrights – None



 


		(B)	Copyright Licenses – None



 


		(C)	Patents – None



 


		(D)	Patent Licenses – None



 


		(E)	Trademarks:



 


Service Marks


 


Network Billing Systems, L.L.C.


 


V.O.I.C.E. the one that works!


 


Fusion Telecommunications International, Inc.


 


Fusion Telecom


Fusion Telecommunications International


Fusion


Fusion [LOGO]


 





 


“Clear Connections in the Cloud”
is a registered service mark in the United States, reg. no. 4,775,318, and will expire on July 21, 2021.


 


Unregistered:


 


Fusion Tel


Fusion Softphone


 


PingTone Communications, Inc.


 


“PingTone Communications” service
mark is registered in the United States, reg. no 2,880,663 that expires on September 7, 2024.


 


The logo as represented in the graphic below
is not currently registered in the United States but is used by PingTone Communications, Inc.:


 




     


     


    

  





 


The logo as represented in the graphic below
is not currently registered in the United States but is used by the Fidelity companies:


 





 


The following tradenames have been registered by the Fidelity companies
in the state of Ohio only:


 


Fidelity Voice and Data


 


Ethernet Everywhere


 


Intercloud Services


 


Fidelity Cloud Services


 





 


Registered Marks for Apptix, Inc.:


 


“Apptix” is a registered service
mark with in the United States, reg. no 4,054,446 that expires on November 15, 2021.


 


Apptix is also registered with the European
Community (reg no. 9188285) that expires on June 30, 2021, Norway (reg. no. 259282) that expires on March 23, 2021 and Sweden (reg.
no. 503825) that expires on March 2, 2022.


 


“Cloud Alliance Network & Design”
is a registered service mark with the United States, reg. nos. 4,780,287 that expires July 28, 2025, 4,780,288 that expires July
28, 2025 and 4,861,836 that expires December 1, 2025.


 




     


     


    




 





 


“Mailstreet” is a registered service
mark of Apptix, Inc. in the United States (reg. nos. 2,840,397 and 4,054,447 that expire on May 11, 2024 and November 15, 2021,
respectively), the European Community (reg. no. 9188351 that expires June 30, 2020), Norway (reg. no. 260173 that expires May 30,
2021) and Sweden (reg. no. 500013), that expires July 22, 2021.


 


Domain Names - Fusion


 


	fusionconnect.net
	fusionuc.com
	fusionuc.net
	onecloudcollaboration.com
	fusionconnect.com
	fusionconnect.com (Private Reg)
	onecloudconnection.com
	Fusionconnect.cloud
	Fusionmeeting.com
	Fusionvoice.cloud
	FusionV2T.com


 


Domain Names - NBS


 


	simlab.net
	Cloud-UC.com
	Cloud-UC.net
	Contact360.net
	ISGVoice.com
	ISGVoice.net
	MyVoiceManager.com
	MyVoiceManager.net
	Nbsvoice.com
	Nbsvoice.net
	NBSVoiceManager.com
	NBSVoiceManager.net
	Solexsuite.com
	TheVoiceManager.com
	TheVoiceManager.net


 




     


     


    

  


Domain Names - Broadvox


 


	c2voicemail.net
	c4communicate.com
	c4communicate.net
	c4conference.net
	c4office.com
	c4office.mobi
	c4office.net
	c4server.com
	c4server.net
	c4voicemail.com
	c4voicemail.net
	cypresscom.info
	cypresscom.net
	cypresscomm.com
	cypresscomm.net
	cypresscommunications.com
	cypressconnection.com
	cypressconnections.com
	cypressconnections.net
	cypressconnexion.com
	cypressconnexion.net
	cypresscorp.net
	cypressdemo.com
	cypressdemo.net
	cypressmail.com
	cypressmail.net
	cypressuc.com
	cypressuc.mobi
	cypressuc.net
	cypressvoip.com
	PSTNIN.COM
	C4COMMUNICATE.NET
	CYPRESSDEMO.NET
	C3LOGIN.NET
	CYPRESSMAIL.NET
	CYPRESSCONNECTIONS.NET
	CYPRESSDEMO.COM
	PSTNOUT.COM
	CYPRESSCONNEXION.NET
	CYPRESSUC.MOBI
	ABNBILLING.COM
	CYPRESSCORP.NET
	CYPRESSCONNECTIONS.COM
	C4COMMUNICATE.COM
	CYPRESSCONNECTION.COM
	C4OFFICE.NET
	CYPRESSCOMMUNICATIONS.COM
	C2VOICEMAIL.NET


 




     


     


    

  


	CYPRESSCOMM.NET
	C4OFFICE.MOBI
	C4VOICEMAIL.COM
	CYPHOSTED.COM
	C4SERVER.COM
	C4VOICEMAIL.NET
	CYPRESSCOMM.COM
	C4OFFICE.COM
	CYPRESSMAIL.COM
	C4SERVER.NET
	CYPRESSVOIP.COM
	CYPRESSUC.NET
	C4CONFERENCE.NET
	CYPRESSCOM.NET
	CYPRESSCONNEXION.COM
	CYPRESSUC.COM
	CYPRESSCOM.INFO


 


Domain Names - PingTone


 


	pingtone.com
	pingtone.net


 


Domain Names – Fidelity


 


	fidelityaccess.net
	fidelityaccess.com
	fidelityaccess.org
	fidelityvoice.com
	fidelityvoice.net
	fidelityuc.net
	fidelityuc.com
	fidelityvoiceanddata.com
	fidelityvoiceanddata.net
	etherneteverywhere.net
	ethernetohio.com
	ethernetohio.net
	exploreyourconnections.com
	fidelityaccessnetworks.com
	fidelityaccessnetworks.net
	fidelityhosted.com
	fidelityops.com
	fidelitytelecom.com
	fvdhosted.com
	fvdinternal.net


 




     


     


    

  


Domain Names – TFB


 


	TFBC.COM


 


Domain Names – RootAxcess


 


	rootaxcess.net
	rootaxcesscloud.com
	rootaxcesscloud.net
	chicagohipaahosting.com
	hostedvmware.com
	rootaxcess.com
	rootaxess.com
	cloudchannelpartner.net
	datamgtstrategies.com


 


Domain names – Apptix, Inc.


 


	MAILSTREET.NET
	DEVSTREET.COM
	SHAREPOINTLIVE.COM
	SHAREPOINTNOW.COM
	SHAREPOINTSITE.COM
	EXCHANGE.MS
	SHAREPOINT-SERVICES.NET
	SHAREPOINT-SERVICES.COM
	EOUTLOOK.NET
	EOUTLOOK.COM
	SMBONDEMAND.COM
	APPTIXONDEMAND.COM
	APPTIXONDEMAND.NET
	MYHOSTEDMAIL.COM
	MYHOSTEDMAIL.NET
	APPTIXHOSTEDMAIL.COM
	APPTIXHOSTEDMAIL.NET
	APPTIXTRIAL.COM
	HOSTEDBC.COM
	HOSTEDBC.NET
	APPTIXMAIL.COM
	APPTIXMAIL.NET
	HOSTEDMAIL.ORG
	APPTIX-OPS.COM


 




     


     


    

  


	APPTIX-OPS.NET
	COLLABORATIONHOST.COM
	COLLABORATIONHOST.NET
	COLLABORATIONHOST.ORG
	APPTIX-MGT.COM
	APPTIX-MGT.NET
	APXMGT.COM
	APXMGT.NET
	APPTIX-QA.COM
	APPTIX-QA.NET
	APPTIX-SWDEV.COM
	APPTIX-SWDEV.NET
	KENSLANDSCAPING.NET
	APPTIXLAB.COM
	APPTIXLAB.NET
	APPTIXE14.COM
	APPTIXE14.NET
	APPTIXFAX.COM
	APPTIXFAX.NET
	HOSTACCOUNT.COM
	INBOUNDMX.COM
	INBOUNDMX.NET
	MXINBOUND.COM
	MXINBOUND.NET
	EMAILINBOUND.COM
	EMAILINBOUND.NET
	MAILSTREET.BIZ
	MAILSTREET.BZ
	MAILSTREET.CC
	MAILSTREET.TV
	MAILSTREET.US.COM
	MAILSTREETEMAIL.BIZ
	MAILSTREETEMAIL.BZ
	MAILSTREETEMAIL.CC
	MAILSTREETEMAIL.COM
	MAILSTREETEMAIL.NET
	MAILSTREETEMAIL.ORG
	MAILSTREETEMAIL.TV
	MAILSTREETEMAIL.US.COM
	MAILSTREETMAIL.BIZ
	MAILSTREETMAIL.BZ
	MAILSTREETMAIL.CC
	MAILSTREETMAIL.COM
	MAILSTREETMAIL.NET
	MAILSTREETMAIL.ORG
	MAILSTREETMAIL.TV
	MAILSTREETMAIL.US.COM
	TRACKWIZ.BIZ
	TRACKWIZ.BZ
	TRACKWIZ.CC
	TRACKWIZ.TV


 




     


     


    

  


	BIZTROPOLIS.BIZ
	BIZTROPOLIS.US.COM
	APPTIX.BIZ
	APPTIX.ORG
	APPTIX.US.COM
	APPTIXVOIP.COM
	APPTIXFOIP.COM
	APPTIXOCS.COM
	APPTIXIM.COM
	APPTIXCONFERENCING.COM
	APPTIXBACKUP.COM
	APPTIXHOSTING.COM
	APPTIXHOSTEDEXCHANGE.COM
	APPTIXEMAIL.COM
	APPTIXSHAREPOINT.COM
	APPTIXMOBILE.COM
	APPTIXIPHONE.COM
	APPTIXBLACKBERRY.COM
	APPTIXREVIEW.COM
	APPTIXSOFTWARE.COM
	APPTIXASA.COM
	APPTIXPOWERRESELLER.COM
	APPTIXPARTNER.COM
	APTIXEXCHANGE.COM
	APTIXMAIL.COM
	APPTIXVOICE.NET
	APPTIXVOIP.NET
	APPTIXFOIP.NET
	APPTIXOCS.NET
	APPTIXIM.NET
	APPTIXCONFERENCING.NET
	APPTIXBACKUP.NET
	APPTIXHOSTING.NET
	APPTIXHOSTEDEXCHANGE.NET
	APPTIXEMAIL.NET
	APPTIXSHAREPOINT.NET
	APPTIXMOBILE.NET
	APPTIXIPHONE.NET
	APPTIXBLACKBERRY.NET
	APPTIXREVIEW.NET
	APPTIXSOFTWARE.NET
	APPTIXASA.NET
	APPTIXPOWERRESELLER.NET
	APPTIXPARTNER.NET
	APPTIXTRIAL.NET
	APTIXEXCHANGE.NET


 




     


     


    

  


	APTIXMAIL.NET
	APPTIK.NET
	APPTIXONDEMAND.ORG
	APPTIXVOICE.ORG
	APPTIXVOIP.ORG
	APPTIXFOIP.ORG
	APPTIXFAX.ORG
	APPTIXOCS.ORG
	APPTIXIM.ORG
	APPTIXCONFERENCING.ORG
	APPTIXBACKUP.ORG
	APPTIXHOSTING.ORG
	APPTIXHOSTEDEXCHANGE.ORG
	APPTIXMAIL.ORG
	APPTIXEMAIL.ORG
	APPTIXSHAREPOINT.ORG
	APPTIXMOBILE.ORG
	APPTIXIPHONE.ORG
	APPTIXBLACKBERRY.ORG
	APPTIXREVIEW.ORG
	APPTIXSOFTWARE.ORG
	APPTIXASA.ORG
	APPTIXRESELLER.ORG
	APPTIXPOWERRESELLER.ORG
	APPTIXPARTNER.ORG
	APPTIXLAB.ORG
	APPTIXTRIAL.ORG
	APTIX.ORG
	APTIXEXCHANGE.ORG
	APTIXMAIL.ORG
	APPTIK.ORG
	APPTIX.INFO
	APPTIX.MOBI
	APPTIXSITE.COM
	APPTIXHOSTED.COM
	APPTIXLIVE.COM
	APPTIXDIRECT.COM
	MYAPPTIX.COM
	APPTIXMGT.COM
	APPTIXOPS.COM
	APPTIXMGT.NET
	APPTIXMGT.ORG
	APPTIXOPS.NET
	APPTIXOPS.ORG
	EOUTLOOK.ORG
	EOUTLOOK.INFO


 




     


     


    

  


	EOUTLOOK.BIZ
	EOUTLOOK.US.COM
	EOUTLOOK.MOBI
	COLLABORATIONHOST.INFO
	COLLABORATIONHOST.BIZ
	COLLABORATIONHOST.US.COM
	COLLABORATIONHOST.MOBI
	SHAREPOINTSITE.INFO
	SHAREPOINTSITE.BIZ
	SHAREPOINTSITE.US.COM
	SHAREPOINTSITE.MOBI
	HOSTACCOUNT.ORG
	HOSTACCOUNT.INFO
	HOSTACCOUNT.BIZ
	HOSTACCOUNT.US.COM
	HOSTACCOUNT.MOBI
	APPTIX-QA001.COM
	APPTIX-QA002.COM
	APPTIX-QA003.COM
	APPTIX-QA004.COM
	APPTIX-QA005.COM
	APPTIX-QA006.COM
	APPTIX-QA007.COM
	APPTIX-QA008.COM
	MI8ONSIGHT.NET
	MI8ONSIGHT.ORG
	MI8CORP.NET
	MI8CORP.ORG
	MI8DEMO.COM
	MI8DEMO.NET
	MI8DEMO.ORG
	MI8DESKTOP.COM
	MI8DESKTOP.NET
	MI8DESKTOP.ORG
	MI8EXCHANGE.COM
	MI8EXCHANGE.NET
	MI8EXCHANGE.ORG
	MI8GOLDMINE.COM
	MI8GOLDMINE.NET
	MI8GOLDMINE.ORG
	MI8HQ.COM
	MI8HQ.NET
	MI8HQ.ORG
	MI8NOTES.COM
	MI8NOTES.NET
	MI8NOTES.ORG


 




     


     


    

  


	MI8SERVICES.COM
	MI8SERVICES.NET
	MI8SERVICES.ORG
	CLOUD5G.COM
	CLOUD5G.NET
	APPTIXCLOUD5G.COM
	APPTIXCLOUD5G.NET
	HOSTYOURAPP.COM
	ACCESSAPPSNOW.COM
	MYHOSTEDAPPSPORTAL.COM
	MYHOSTEDAPPSSITE.COM
	CLOUD5G.ORG
	APPTIXCLOUD5G.ORG
	HOSTYOURAPP.NET
	HOSTYOURAPP.ORG
	ACCESSAPPSNOW.NET
	ACCESSAPPSNOW.ORG
	MYHOSTEDAPPSPORTAL.NET
	MYHOSTEDAPPSPORTAL.ORG
	MYHOSTEDAPPSSITE.NET
	MYHOSTEDAPPSSITE.ORG
	HOSTINGYOURAPP.COM
	HOSTINGYOURAPP.NET
	HOSTYOURASS.COM
	HOSTINGYOURAPP.ORG
	HOSTYOURASS.NET
	HOSTYOURASS.ORG
	ITHEALTHNEWS.COM
	ITHEALTHNEWS.NET
	ITHEALTHNEWS.ORG
	APPTIX.XXX
	MAILSTREET.XXX
	SHAREPOINTSITE.XXX
	APPTIXVOICE.XXX
	COLLABORATIONHOST.XXX
	HOSTACCOUNT.XXX
	APPTIXEMAIL.XXX
	APPTIXHEALTH.NET
	OFFICIALAPPTIX.COM
	HOSTEDMAIL.NET
	APPTIXPRO.COM
	APPTIXHOSTED.ORG
	APPTIXHOSTEDEMAIL.ORG
	MAILSTREET2003.NET
	ASP-1.ORG
	MI8CORP.COM


 




     


     


    

  


	COLLABORATIONFAX.NET
	MAILSTREETVOICE.COM
	MI8.ORG
	APPTIX.NET
	HOSTEDSECURE.ORG
	ATLARGE.NET
	ASHBURNLAB.NET
	MAILSREET.COM
	MYMAILSTREET.COM
	MI8ONSIGHT.COM
	BIZATLARGE.COM
	SHARESTREET.NET
	ATLARGE2.NET
	GLOBALTRIAL.COM
	CLOUDCOMMUNICATIONSTODAY.ORG
	HOSTEDCORPORATEEMAIL.COM
	MALESTREET.COM
	GETMAILSTREET.COM
	HOSTEDSECURE.COM
	MAILSTRET.COM
	APPTIX-VOICE.NET
	BOUNDARY-DEFENSE.NET
	HOSTEDSECURE.NET
	APPTIXHOSTED.NET
	BOUNDARYDEFENSE.ORG
	ASP-1.INFO
	ASP1.INFO
	BOUNDARY-DEFENSE.ORG
	ASP-ONE.ORG
	HOSTEDCORPORATEEMAIL.NET
	BIZATLARGE.INFO
	BOUNDARYDEFENCE.COM
	BOUNDARY-DEFENSE.COM
	MAILSTREET2003.COM
	MI8.NET
	EXCHANGETRIAL.NET
	CLOUDCOMMUNICATIONSTODAY.COM
	BOUNDARYDEFENSE.NET
	COLLABORATIONFAX.COM
	APPTIXHEALTH.COM
	BOUNDARYDEFENSE.COM
	MI8.COM
	SHARESTREET.COM
	BOUNDARYDEFENCE.ORG
	ASP1.NET
	ASP-1.NET


 




     


     


    

  


	ASHBURNLAB.ORG
	INBOUNDMAIL.NET
	MAILSTREET.COM
	APPTIXONLINE.COM
	MAILSTEET.COM
	ATLARGE.INFO
	HOSTEDCORPORATEEMAIL.ORG
	BIZATLARGE.ORG
	APPTIXSTORE.COM
	SHAREPOINT-SITE.COM
	ASP-ONE.INFO
	ASP-ONE.COM
	APPTIXHEALTH.ORG
	SHAREPOINTSITE.NET
	EXCHANGETRIAL.COM
	BOUNDARYDEFENCE.NET
	APPTIX.COM
	APPTIXHOSTEDEMAIL.NET
	COLLABORATIONFAX.ORG
	APPTIXVOICE.COM
	MAILSTREETWEB.COM
	MAILSTREETVOIP.COM
	APPTIXHOSTEDEMAIL.COM
	CLOUDCOMMUNICATIONSTODAY.NET
	BIZATLARGE.NET
	APPTIX-VOICE.COM
	ASHBURNLAB.COM
	ASP-1.COM
	ASP-ONE.NET


 


Aptix Software:


 


Apptix is the sole licensee of a provisioning
software, TECOS, from Apptix ASA, used to manage legacy SharePoint customers.


 


Apptix, Inc. has developed custom code, primarily
in the form of scripts and Application Program Interfaces (API), as well as some Application Packaging Standards (APS), to customize
the delivery of services across the various Apptix operating platforms. These include, but are not limited to, custom code created
for Ascension Heath Resource and Supply Chain Management Group, LLC in the deployment of Active Roles Server, API’s that
facilitated and streamlined the GoDaddy migration and Exchange Service delivery via APS packaged to certain Apptix Channel Partners.


 


See the following documents attached to the
Apptix Share Purchase Agreement Disclosure Schedules:


 


		·	Apptix Proprietary Software Code.doc;



		·	ARS Technical Reference Guide.doc;



 




     


     


    

  


		·	Apptix ARS Manager Sync.doc; and



		·	Apptix ARS Thumbnail Photo Sync.doc.



 


Technology For Business:


 


In connection with its acquisition of all of
the assets of Technology For Business Corporation (“TFB”), Network Billing Systems acquired the rights to the proprietary
service center software platform developed by TFB. Network Billing Systems, LLC has further developed that software platform for
deployment as a web-based application. No patents or trademarks have been filed with respect to this proprietary software.


 


		(F)	Trademark Licenses – None.



 


		(G)	Trade Secret Licenses – None.



 


		(H)	Intellectual Property Exceptions – None.



 




     


     


    

 


SCHEDULE 4.08


 


COMMERCIAL TORT CLAIMS


 


None.


 




     


     


    

 


EXHIBIT A


 


SUPPLEMENT TO SCHEDULE 4.01


 


This SUPPLEMENT,
dated as of [mm/dd/yy], is delivered by [NAME OF GRANTOR] a [NAME OF STATE OF INCORPORATION] [TYPE OF ORGANIZATION]
(the “Grantor”) pursuant to that certain Pledge and Security Agreement, dated as of November 14, 2016 (as amended,
restated, modified or supplemented from time to time, the “Security Agreement”), entered into by and among FUSION
NBS ACQUISITION CORP., the other Grantors party thereto, and EAST WEST BANK, as Administrative Agent. Capitalized terms
used herein not otherwise defined herein shall have the meanings ascribed thereto in the Security Agreement.


 


Grantor hereby confirms
the grant to Administrative Agent set forth in the Security Agreement of, and does hereby grant to Administrative Agent, a security
interest in and Lien on all of Grantor’s right, title and interest in and to all Collateral to secure the Secured Obligations,
in each case whether now or hereafter existing or in which Grantor now has or hereafter acquires an interest and wherever the same
may be located. Grantor represents and warrants that the attached Supplements to Schedules accurately and completely sets forth
all additional information required pursuant to the Security Agreement and hereby agrees that such Supplements to Schedules shall
constitute part of the Schedules to the Security Agreement.


 


IN WITNESS WHEREOF,
Grantor has caused this Supplement to be duly executed and delivered by its authorized representative thereunto duly authorized
as of the date first written above.


 


	 	[NAME OF GRANTOR]
	 	 	 
	 	By: 	 
	 	 	Name:
	 	 	Title:


 




    	 	Exhibit A-1	 



     


    

  


SUPPLEMENT TO SCHEDULE 4.01


 


Additional Information:


 


		(A)	Full Legal Name, Type of Organization, Jurisdiction of
Organization, Chief Executive Office/Sole Place of Business and Organizational Identification Number of each Grantor:



 


	Full Legal Name	 	Type of Organization	 	Jurisdiction of

Organization	 	Chief Executive Office	 	Organizational

ID#
	 	 	 	 	 	 	 	 	 


 


		(B)	Other Names (including any Trade-Name or Fictitious Business
Name) under which each Grantor has conducted business for the past five (5) years:



 


	Full Legal Name	 	Trade Name or Fictitious Business Name
	 	 	 


 


		(C)	Changes in Name, Jurisdiction of Organization, Chief Executive Office or Sole Place of Business and Corporate Structure within
past five (5) years:



 


	Grantor	 	Date of Change	 	Description of Change
	 	 	 	 	 


 


		(D)	Agreements pursuant to which Grantor is bound as debtor
within past five (5) years:



 


	Grantor	 	Description of Agreement
	 	 	 


 


		(E)	Financing Statements:



 


	Grantor	 	Filing Jurisdiction
	 	 	 


 




    	 	Exhibit A-2	 



     


    

 


SUPPLEMENT TO SCHEDULE 4.03


TO PLEDGE AND SECURITY AGREEMENT


 


Additional Information:


 


	Grantor	 	Description of Government Contract
	 	 	 
	 	 	 


 




    	 	Exhibit A-3	 



     


    

 


SUPPLEMENT TO SCHEDULE 4.04


TO PLEDGE AND SECURITY AGREEMENT


 


Additional Information:


 


(A)       Pledged Stock:


 


	Grantor	 	Issuer	 	Class of Stock	 	Stock

Certificate No.	 	Par Value	 	Number of Shares	 	%of

Outstanding

Stock of

Company

Pledged
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 


 


Pledged LLC Interests:


 


	Grantor	 	Issuer	 	Certificated (Y/N)	 	Certificate No. (if any)	 	% of Outstanding LLC

Interests of Limited Liability

Company Pledged
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 


 




    	 	Exhibit A-4	 



     


    

  


Pledged Partnership Interests:


 


	Grantor	 	Issuer	 	Type of Partnership

Interests

(general or limited)	 	Certificated (Y/N)	 	Certificate No.

 (if any)	 	% of Outstanding

Partnership Interests of

Partnership Pledged
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 


 


Pledged Trust Interests:


 


	Grantor	 	Issuer	 	Class of Trust Interests	 	Certificated (Y/N)	 	Certificate No.

(if any)	 	% of Outstanding Trust

Interests of Trust

Pledged
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 


 




    	 	Exhibit A-5	 



     


    

  


Pledged Foreign Interests:


 


	Grantor	 	Issuer	 	Type of Interests	 	Certificated (Y/N)	 	Certificate No. 

(if any)	 	% of Outstanding

Interests of Entity

Pledged
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 


 


Pledged Debt:


 


	Grantor	 	Issuer	 	Original Principal

Amount	 	Outstanding Principal

Balance	 	Issue Date	 	Maturity Date
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 


 


Securities Accounts with a U.S. Securities Intermediary:


 


	Grantor	 	Financial Institution where Account

Maintained	 	Name of Account	 	Account Number
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 


 




    	 	Exhibit A-6	 



     


    

  


Commodities Accounts with a U.S. Commodity Intermediary:


 


	Grantor	 	Financial Institution where Account

Maintained	 	Name of Account	 	Account Number
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 


 


Deposit Accounts with a U.S. Bank:


 


	Grantor	 	Financial Institution where Account

Maintained	 	Name of Account	 	Account Number
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 


 


(B)


 


	Grantor	 	Date of Acquisition	 	Description of Acquisition
	 	 	 	 	 
	 	 	 	 	 


 




    	 	Exhibit A-7	 



     


    

 


SUPPLEMENT TO SCHEDULE 4.06

TO PLEDGE AND SECURITY AGREEMENT


 


Additional Information:


 


	Name of Grantor	 	Description of Letters of Credit


 




     


     


    

  


SUPPLEMENT TO SCHEDULE 4.07

TO PLEDGE AND SECURITY AGREEMENT


 


Additional Information:


 


		(A)	Copyrights



 


		(B)	Copyright Licenses



 


		(C)	Patents



 


		(D)	Patent Licenses



 


		(E)	Trademarks



 


		(F)	Trademark Licenses



 


		(G)	Trade Secret Licenses



 


		(H)	Intellectual Property Exceptions



 




     


     


    

  


SUPPLEMENT TO SCHEDULE 4.08

TO PLEDGE AND SECURITY AGREEMENT


 


Additional Information:


 


	Name of Grantor	 	Commercial Tort Claims