Unassociated Document


     

    EXHIBIT
10.2

     

    Execution
Version 

    
      
        
          
            	
                     

                  


          

        

      

       

    

    GUARANTY
AND SECURITY AGREEMENT

    


    dated as
of January 28, 2011

    


    by and
among

    


    ABOVENET, INC., ABOVENET COMMUNICATIONS, INC.,
ABOVENET OF UTAH, 

    L.L.C., ABOVENET OF VA, L.L.C. AND
ABOVENET INTERNATIONAL, INC.,

     

    as
Borrowers,

    


    the other
Grantors party hereto,

    


    and

    


    SUNTRUST BANK,

    as
Administrative Agent

    
      
        
          
            	
                     

                  


          

        

      

      

        
          
             


          

          
             


            
              

            

          

          
             


          

        

      

    

     

    TABLE
OF CONTENTS

    


    
      
        
          	
                  SECTION
      1.

                	
                  Defined
      Terms.

                	
                  2

                
	 
      	 
      	 
      
	
                  SECTION
      2.

                	
                  Guaranty.

                	
                  14

                
	 
      	 
      	 
      
	 
      	
                  (a)  

                	
                  General

                	
                  14

                
	 
      	
                  (b)

                	
                  Right
      of Contribution

                	
                  16

                
	 
      	
                  (c)

                	
                  No
      Subrogation

                	
                  17

                
	 
      	
                  (d)

                	
                  Waivers
      by the Guarantors

                	
                  17

                
	 
      	
                  (e)

                	
                  Guaranty
      Absolute and Unconditional

                	
                  18

                
	 
      	
                  (f)

                	
                  Subordination
      of Other Obligations

                	
                  19

                
	 
      	
                  (g)

                	
                  Authority
      of the Guarantors or the Borrower

                	
                  19

                
	 
      	
                  (h)

                	
                  Financial
      Condition of the Borrower

                	
                  19

                
	 
      	
                  (i)

                	
                  Bankruptcy,
      etc.

                	
                  19

                
	 
      	 
      	 
      
	
                  SECTION
      3.

                	
                  The
      Security Interests.

                	
                  20

                
	 
      	 
      	 
      
	
                  SECTION
      4.

                	
                  Grantors
      Remain Obligated.

                	
                  20

                
	 
      	 
      	 
      
	
                  SECTION
      5.

                	
                  Representations
      and Warranties.

                	
                  20

                
	 
      	 
      	 
      
	 
      	
                  (a)

                	
                  Representations
      and Warranties in Credit Agreement

                	
                  20

                
	 
      	
                  (b)

                	
                  General

                	
                  21

                
	 
      	
                  (c)

                	
                  Accounts

                	
                  23

                
	 
      	
                  (d)

                	
                  Inventory
      and Equipment

                	
                  23

                
	 
      	
                  (e)

                	
                  Intellectual
      Property

                	
                  23

                
	 
      	
                  (f)

                	
                  Pledged
      Collateral

                	
                  23

                
	 
      	
                  (g)

                	
                  Investment
      Accounts and Deposit Accounts

                	
                  24

                
	 
      	 
      	 
      
	
                  SECTION
      6.

                	
                  Further
      Assurances; Covenants.

                	
                  25

                
	 
      	 
      	 
      
	 
      	
                  (a)

                	
                  Covenants
      in Credit Agreement

                	
                  25

                
	 
      	
                  (b)

                	
                  General

                	
                  25

                
	 
      	
                  (c)

                	
                  Accounts,
      Etc.

                	
                  27

                
	 
      	
                  (d)

                	
                  Equipment

                	
                  27

                
	 
      	
                  (d)

                	
                  Intellectual
      Property.

                	
                  28

                
	 
      	
                  (f)

                	
                  Pledged
      Collateral

                	
                  28

                
	 
      	
                  (g)

                	
                  Deposit
      Accounts, Chattel Paper, Investment Property and Letters of
      Credit.

                	
                  30

                
	 
      	
                  (h)

                	
                  Commercial
      Tort Claims

                	
                  30

                
	 
      	 
      	 
      
	
                  SECTION
      7.

                	
                  Reporting
      and Recordkeeping.

                	
                  31

                
	 
      	 
      	 
      
	 
      	
                  (a)

                	
                  Maintenance
      of Records Generally

                	
                  31

                
	 
      	
                  (b

                	
                  Notices

                	
                  31

                
	 
      	 
      	 
      	 
      
	
                  SECTION
      8.

                	
                  General
      Authority.

                	
                  31

                
	 
      	 
      	 
      
	
                  SECTION
      9.

                	
                  Remedies
      Upon an Event of Default.

                	
                  32

                


        

      

    

     

    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    
      
        
          	
                  SECTION
      10.

                	
                  Limitation
      on the Administrative Agent’s Duty in Respect of
    Collateral.

                	
                  38

                
	 
      	 
      	 
      
	
                  SECTION
      11.

                	
                  Application
      of Proceeds.

                	
                  39

                
	 
      	 
      	 
      
	
                  SECTION
      12.

                	
                  Appointment
      of Co-Agents.

                	
                  39

                
	 
      	 
      	 
      
	
                  SECTION
      13.

                	
                  Indemnity;
      Expenses.

                	
                  40

                
	 
      	 
      	 
      
	
                  SECTION
      14.

                	
                  Security
      Interest Absolute.

                	
                  41

                
	 
      	 
      	 
      
	
                  SECTION
      15.

                	
                  Additional
      Grantors.

                	
                  41

                
	 
      	 
      	 
      
	
                  SECTION
      16.

                	
                  Termination
      of Security Interests; Release of Collateral.

                	
                  42

                
	 
      	 
      	 
      
	
                  SECTION
      17.

                	
                  Reinstatement.

                	
                  42

                
	 
      	 
      	 
      
	
                  SECTION
      18.

                	
                  Notices.

                	
                  43

                
	 
      	 
      	 
      
	
                  SECTION
      19.

                	
                  No
      Waiver; Remedies Cumulative.

                	
                  43

                
	 
      	 
      	 
      
	
                  SECTION
      20.

                	
                  Successors
      and Assigns.

                	
                  43

                
	 
      	 
      	 
      
	
                  SECTION
      21.

                	
                  Amendments.

                	
                  43

                
	 
      	 
      	 
      
	
                  SECTION
      22

                	
                  Governing
      Law; Waiver of Jury Trial.

                	
                  44

                
	 
      	 
      	 
      
	
                  SECTION
      23.

                	
                  Severability.

                	
                  44

                
	 
      	 
      	 
      
	
                  SECTION
      24.

                	
                  Counterparts.

                	
                  44

                
	 
      	 
      	 
      
	
                  SECTION
      25.

                	
                  Headings
      Descriptive.

                	
                  45

                
	 
      	 
      	 
      
	
                  SECTION
      26.

                	
                  Setoff
      Rights.

                	
                  45

                


        

      

    

     

    
      
        
          	
                  Schedule
      1

                	
                  -

                	
                  Jurisdiction
      of Organization; Organizational Identification Number; Legal
      Name

                
	
                  Schedule
      2

                	
                  -

                	
                  Names;
      Trade Names; Merger Partners

                
	
                  Schedule
      3

                	
                  -

                	
                  Chief
      Executive Office; Mailing Addresses; Locations of Books and
      Records

                
	
                  Schedule
      4

                	
                  -

                	
                  Deposit
      / Investment Accounts

                
	
                  Schedule
      5

                	
                  -

                	
                  Letters
      of Credit

                
	
                  Schedule
      6

                	
                  -

                	
                  Material
      Contracts

                
	
                  Schedule
      7

                	
                  -

                	
                  Commercial
      Tort Claims

                
	
                  Schedule
      8

                	
                  -

                	
                  Intellectual
      Property

                
	
                  Schedule
      9

                	
                  -

                	
                  Pledged
      Equity Interests

                
	
                  Schedule
      10

                	
                  -

                	
                  Pledged
      Debt Instruments

                


        

      

    

     

    
      
         


      

      
        2

        
          

        

      

      
         


      

    

     

    
      
        
          	
                  Annex
      1

                	
                  -

                	
                  Financing
      Statements to be Terminated

                
	
                  Exhibit
      A

                	
                  -

                	
                  Form
      of Copyright Security Agreement

                
	
                  Exhibit
      B

                	
                  -

                	
                  Form
      of Patent and Trademark Security Agreement

                
	
                  Exhibit
      C

                	
                  -

                	
                  Form
      of Uncertificated Securities Control Agreement

                
	
                  Exhibit
      D

                	
                  -

                	
                  Form
      of Guaranty and Security Agreement
Supplement

                


        

      

    

     

    
      
         


      

      
        3

        
          

        

      

      
         


      

    

     

    GUARANTY
AND SECURITY AGREEMENT

     

    THIS
GUARANTY AND SECURITY
AGREEMENT (this “Agreement”) is made
and entered into as of January 28, 2011, by and among ABOVENET, INC., a Delaware
corporation, ABOVENET COMMUNICATIONS, INC., a Delaware corporation, ABOVENET OF
UTAH, L.L.C., a Delaware limited liability company, ABOVENET OF VA, L.L.C., a
Virginia limited liability company, and ABOVENET INTERNATIONAL, INC., Delaware
corporation (each a “Borrower” and
collectively the “Borrowers”), each of
the Material Subsidiaries (as defined in the Revolving Credit Agreement) from
time to time a party hereto (the “Material
Subsidiaries”; the Material Subsidiaries, together with Borrowers, are
each referred to herein as a “Grantor” and
collectively, the “Grantors”), in favor
of SUNTRUST BANK, as administrative agent (in such capacity, the “Administrative
Agent”) for the benefit of the Secured Parties (as defined
below).

     

    WITNESSETH:

     

    WHEREAS, the
Grantors are members of an affiliated group of
companies;

    


    WHEREAS, the Borrowers, the
lenders from time to time party thereto (the “Lenders”) and the
Administrative Agent, are all party to that certain Revolving Credit Agreement
dated as of the date hereof (as amended, restated, modified, extended, renewed,
replaced, supplemented and/or refinanced from time to time, the “Revolving Credit
Agreement”; capitalized terms used herein and not otherwise defined shall
have the meanings ascribed to such terms in the Revolving Credit Agreement)
pursuant to which the Lenders have agreed to establish a revolving credit
facility in favor of the Borrowers;

    


    WHEREAS, the
Borrowers and the other Grantors are
engaged in related businesses and each Grantor will derive
substantial direct and indirect benefit from the making of
the extensions of credit under the Revolving Credit Agreement;

    


    WHEREAS, it
is a condition precedent to the obligations of the Secured
Parties that each Grantor enter into this Agreement in favor of the Administrative Agent
for the benefit of the Secured Parties; and

    


    WHEREAS,
each Grantor desires to execute this
Agreement to satisfy the conditions
described immediately above.

    


    NOW, THEREFORE, in consideration
of the premises and mutual covenants herein contained and for
other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the parties hereto agree as
follows:


    
      
         


      

      
        
        

        
          

        

      

      
         


      

    

     

    SECTION 1.  Defined
Terms.

    


    (a)           Unless
otherwise defined in this Agreement, terms defined in the Revolving Credit
Agreement and used in this Agreement have the meanings given them in the
Revolving Credit Agreement.

     

    (b)           The
following terms, when used in this Agreement, shall have the
following meanings:

     

    “Account Debtor” shall have
the meaning ascribed to such term in the UCC.

    


    “Accounts” shall mean,
for any Person, all “accounts” (as such term is defined in
the UCC), now or hereafter owned or
acquired by such Person or in which such
Person now or hereafter has or acquires any rights and, in any event, shall mean and include (a) any and all receivables,
including all accounts created by, or arising from, all of such Person’s sales, leases, rentals
or other dispositions of Goods or renditions of services
to its customers (whether or not they have been earned by
performance) including but not limited to,
those accounts arising from sales, leases, rentals or other
dispositions of Goods or rendition of services made under any
of the trade names, logos or styles of such Person, or through any division of such Person; (b) Instruments, Documents, Chattel Paper, Contracts, Contract Rights, acceptances, and tax refunds relating to any of the foregoing or arising
therefrom; (c) unpaid seller’s rights (including rescission, replevin, reclamation, repossession and
stoppage in transit) relating to any of
the foregoing or arising therefrom; (d) rights to any Goods relating to any of the foregoing or arising therefrom, including rights to returned, reclaimed or
repossessed Goods; (e) reserves and credit
balances relating to any of the foregoing
or arising therefrom; (f) Supporting
Obligations and Letter of Credit Rights relating to any of the foregoing or arising
therefrom; (g) insurance policies or rights relating to any of the foregoing; (h) General Intangibles relating to any of the foregoing or arising therefrom, including all payment intangibles and other rights to payment and books and records and any electronic media and software relating thereto; (i) notes, deposits or
property of Account Debtors relating
to any of the foregoing or arising therefrom securing the
obligations of any such Account Debtors to
such Person; (j) healthcare insurance
receivables; and (k) cash and non-cash Proceeds of any and all the foregoing.

    


    “Additional
Pledged Collateral” means (a) any Pledged Collateral
acquired by any Grantor after the date hereof, (b) all additional Indebtedness from time to
time owed to any Grantor by any obligor on
the Pledged Debt Instruments and the Instruments evidencing such Indebtedness and
(c) 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 of the foregoing.

    


    “Arizona Collateral”
shall mean any real property and tangible assets owned by ACI that is physically
located in the State of Arizona.

    


    “Bankruptcy Code”
shall mean Title 11 of the United States Code entitled “Bankruptcy,” as now or hereafter in
effect, or any successor thereto.

    


    “Borrower” and “Borrowers” shall have
the meaning given to each term in the introductory paragraph
hereof.


    
      
         


      

      
        2

        
          

        

      

      
         


      

    

     

    “CFC” means a
“controlled foreign corporation” (as defined in the Code).

    


    “Chattel
Paper” shall mean all “chattel paper” (as such term is defined in the
UCC), including “electronic chattel paper” and “tangible
chattel paper” (as each such term is defined in the UCC), now owned or hereafter acquired by any Grantor
or in which any Grantor has or acquires
any rights, or other receipts of any Grantor, evidencing or
representing rights or interest in such chattel paper.

    


    “Collateral” shall
mean, collectively, each Grantor’s right, title and interest
in and to each of the following, wherever located and whether
now or hereafter existing or now owned or hereafter acquired or
arising:

    
      
         

        (i)           all Accounts;

      

       

    

    (ii)          all
Chattel Paper (whether tangible or electronic); 

     

    (iii)         all
Contracts;

     

    (iv)         all
Contract Rights; 

     

    (v)          all
Deposit Accounts;

     

    (vi)         all
Documents; 

     

    (vii)        all
Equipment (including, for the avoidance of doubt, all Dark
Fiber);

     

    (viii)       all
Fixtures;

     

    (ix)          all
General Intangibles;

     

    (x)           all
Goods;

     

    (xi)          all
Instruments; 

     

    (xii)         all
Inventory; 

     

    (xiii)        all
Investment Property;

     

    (xiv)        all
Pledged Collateral;

     

    (xv)         all
Software;

     

    (xvi)        all
Commercial Tort Claims set forth on Schedule 7 or otherwise
disclosed in writing to the Administrative
Agent in accordance with Section 6(h) hereof;

     

    (xvii)       all
money, cash or cash equivalents;

     

    (xviii)      all
Supporting Obligations and Letter-of-Credit
Rights;
 

    
      
         


      

      
        3

        
          

        

      

      
         


      

    

     

    (xix)        all
other Goods and personal property, whether tangible or intangible
and whether or not delivered including such other Goods and property (A) the sale or lease of
which gives or purports to give rise to
any Account or other Collateral including
all Inventory and other merchandise returned or rejected by or repossessed from
customers or (B) securing any Account or other Collateral, including, all rights
as an unpaid vendor or lienor (including stoppage in transit, replevin and
reclamation) with respect to such other Goods and personal property;

     

    (xx)         all
substitutes and replacements for, accessories, attachment, and other additions
to, any of the above and all products or masses into which any
Goods are physically united such that their identity is
lost;

     

    (xxi)        all
books and records pertaining to any of the Collateral or any Account Debtor, or showing the amounts thereof or payments thereon or
otherwise necessary or helpful in the realization thereon or the collection
thereof, including all correspondence, files (including credit files), Software, computer
programs, printouts, tapes, discs and other computer materials and records;


     

    (xxii)       all
policies and certificates of insurance relating to any of the
foregoing, now owned or hereafter acquired, evidencing or pertaining to any and all other items of Collateral
described in this definition; and

     

    (xxiii)      all
products and Proceeds of all or any of the Collateral described above (including any
claim to any item referred to in this
definition, and any claim against any third party for loss of, damage to or destruction of any or all of the Collateral
or for proceeds payable under, or unearned premiums with
respect to, policies of insurance) in whatever form, including, but not limited to, cash, Instruments, Chattel Paper, security agreements
and other documents.

     

    Notwithstanding
anything contained in this Agreement to the contrary, the term “Collateral”
shall not include any Excluded Accounts, Excluded Assets or Excluded
Property.

     

    “Commercial
Tort Claims” shall mean, as to any Person, all “commercial tort claims” (as such term is defined in the
UCC) in or under which such Person
may now or hereafter have any right, title or interest.

     

    “Contract Rights”
means, as to any Person, all of such
Person’s then owned or existing and future acquired or
arising rights under Contracts
not yet fully performed and not evidenced by an Instrument or Chattel Paper.

     

    “Contracts” means, as
to any Person, all “contracts” as such term is used in the UCC,
and, in any event shall mean and include all of such Person’s then owned or
existing and future acquired or arising contracts,
undertakings or agreements (other than rights evidenced by Chattel Paper, Documents or Instruments) in or under which such
Person may now or hereafter have any right, title or interest
including any agreement relating to Inventory, the terms of payment or the terms of performance of any
Account or any other Collateral.

     

    “Copyright License”
shall mean, as to any Person, any and all
agreements, whether written or oral, providing for the granting of any right in
or to Copyrights (whether such Person is licensee or licensor thereunder)
including (a) the grant of any right to copy, publicly perform, create
derivative works, manufacture, distribute, exploit or sell materials derived
from any Copyright and (b) each agreement referred to in Schedule 10 (as such
schedule may be amended or supplemented from time to time).


    
      
         


      

      
        4

        
          

        

      

      
         


      

    

     

    “Copyright Security
Agreement” shall mean a Copyright
Security Agreement, substantially in the form of Exhibit A hereto, executed and delivered by any Grantor
granting a Security Interest in its Copyrights, as the same
may be amended, restated, supplemented or otherwise modified, from time to time, in accordance with its
terms.

    


    “Copyrights” shall
mean, as to any Person, all United States,
and foreign copyrights (including Community designs), including but not limited
to 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: (a) all registrations and
applications therefor including, without limitation, the registrations and
applications referred to in Schedule 10 (as such schedule may be amended or
supplemented from time to time), (b) all extensions and renewals thereof, (c)
all rights corresponding thereto throughout the world, (d) all rights to sue for
past, present and future infringements thereof, and (e) all Proceeds of the
foregoing, including, without limitation, licenses, royalties, income, payments,
claims, damages and proceeds of suit.

    


    “Deposit
Accounts” shall mean, as to any Person, all “deposit accounts” (as such term is defined in the
UCC) now owned or hereafter acquired by
such Person, or in which such Person has or acquires any rights, or other receipts, covering,
evidencing or representing rights or interest in such deposit accounts, and, in any event, shall mean and include all of such Person’s demand, time, savings, passbook, money market or like depositor
accounts and all certificates of deposit, maintained with a bank, savings and
loan association, credit union or like organization (other than an account
evidenced by a certificate of deposit that is an Instrument).

    


    “Documents” shall
mean, as to any Person, all “documents”
(as such term is defined in the UCC) now
owned or hereafter acquired by such Person or in which such Person has or acquires any
rights, or other receipts, covering, evidencing or representing Goods, and, in any event shall
mean and include all of such Person’s
certificates or documents of origin and of title, warehouse receipts and
manufacturers statements or origin.

    


    “Equipment” shall
mean, as to any Person, all “equipment”
(as such term is defined in the UCC) now owned or hereafter
acquired by such Person and wherever located, and, in any event, shall mean and include, without limitation, all machinery, apparatus, equipment,
furniture, furnishings, processing equipment, conveyors, machine tools,
engineering processing equipment, manufacturing equipment, materials handling
equipment, trade fixtures, trucks, tractors, rolling stock,
fittings, trailers, forklifts, vehicles, computers and other
electronic data processing, other office equipment of such Person, and all other tangible personal property (other than Inventory) of every kind and description used in such Person’s business operations or owned by such Person or in which such Person has an interest
and any and all additions, substitutions and replacements of any of the
foregoing, together with all attachments, components, parts, equipment and
accessories installed thereon or affixed thereto, all fuel therefor and all
manuals, drawings, instructions, warranties and rights with respect
thereto.


    
      
         


      

      
        5

        
          

        

      

      
         


      

    

     

    “Excluded Assets”
shall mean (a) assets owned by any Loan Party and subject to collocation
agreements, license agreements or lease agreements entered into in the ordinary
course of business and which by their terms prohibit such Loan Party from
granting a Lien upon such assets, the amount of such assets not to exceed
$10,000,000 in the aggregate at any time, (b) assets owned or provided by
ACI under the Managed Telecommunications Services Agreement by and between
Merrill Lynch, Pierce, Fenner & Smith Incorporated and ACI, dated as of
January, 2005 (as amended from time to time pursuant to purchase orders) and (c)
vehicles owned or leased by any Loan Party.

    


    “Excluded
Property”  shall mean (a) any voting Capital Stock of any CFC,
solely to the extent that (i) such Capital Stock represents more than 65%
of the outstanding voting Capital Stock of such CFC, and (ii) pledging or
hypothecating more than 65% of the total outstanding voting Capital Stock of
such CFC would result in adverse tax consequences to any Grantor, (b) any lease,
license, 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 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, violation or termination pursuant to the terms of,
or a default under, or in violation of applicable law governing, any such lease,
license, contract property rights or agreement (other than to the extent that
any such term would be rendered ineffective pursuant to Sections 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) and (c) the Arizona Collateral; provided, however, "Excluded
Property" shall not include (v) any Proceeds, substitutions or replacements of
any Excluded Property (unless such Proceeds, substitutions or replacements would
constitute Excluded Property), (x) immediately upon the amendment of the
Code to allow the pledge of a greater percentage of the voting Capital Stock in
a CFC without adverse tax consequences, such greater percentage of Capital Stock
of each CFC, (y) any such lease, license, contract, property rights or agreement
immediately at such time as the condition causing any such abandonment,
invalidation or unenforceability described in clause (b) above is remedied and
to the extent severable, shall not include any portion of such lease, license,
contract, property rights or agreement that does not result in any of the
consequences specified in clauses (b)(i) or (b)(ii) above and (z) the Arizona
Collateral at such time as ACI has received approval from the PUC in the State
of Arizona to grant a Lien on the Arizona Collateral in favor of the
Administrative Agent.

    


    “Fixtures” shall mean,
as to any Person, all “fixtures” (as such
term is defined in the UCC) now owned or
hereafter acquired by such Person or in
which such Person has or acquires any rights, or other
receipts, of such Person covering, evidencing or representing
rights or interest in such fixtures.


    
      
         


      

      
        6

        
          

        

      

      
         


      

    

     

    “General
Intangibles” shall mean, as to any Person, all “general intangibles” (as such term is defined in the
UCC) now owned or hereafter acquired by
such Person or in which such Person has or acquires any rights and, in any event, shall mean and include all
right, title and interest in or under all contracts, all
customer lists, Licenses, Copyrights,
Trademarks, Patents, and all applications
therefor and reissues, extensions or renewals thereof, all other Intellectual
Property and rights in Intellectual Property, interests in
partnerships, joint ventures and other business associations, licenses, permits,
copyrights, trade secrets, proprietary or confidential
information, inventions (whether or not patented or patentable), technical
information, procedures, designs, blueprints, plans, specifications, knowledge,
know-how, software, data bases, data, skill, expertise,
experience, processes, models, drawings, materials and records, goodwill (including the goodwill associated with or symbolized by any Trademark or Trademark License), computer software, all rights and claims in or under insurance policies
(including insurance for fire, damage, loss and casualty,
whether covering personal property, real property, tangible rights or intangible
rights, all liability, life, key man and business interruption insurance, and
all unearned premiums), reversions and any rights thereto and any other amounts
payable to such Person from any benefit plan, multiemployer plan or other employee benefit
plan, uncertificated securities, chose in action, deposit, checking and other
bank accounts, rights to receive tax refunds and other
payments, rights of indemnification, all books and records, correspondence,
credit files, invoices, tapes, cards, computer runs, domain names, prospect
lists, customer lists and other papers and documents.

    


    “Goods” shall mean, as
to any Person, all “goods” (as such term is defined in the UCC), now
owned or hereafter acquired and, in any event,
shall mean and include all of such Person’s then owned or existing and future acquired or arising
movables, Fixtures, Equipment, Inventory and other tangible personal property.

     

    “Grantor” and “Grantors” shall have
the meaning given to each term in the recitals hereto and shall include their respective
successors and assigns.

    


    “Guarantor” shall mean
each Grantor other than the Borrowers.

    


    “Indemnitee(s)” shall
have the meaning set forth in Section
13(a).

    


    “Instruments” shall
mean, as to any Person, all “instruments”
(as defined in the UCC) now owned or
hereafter acquired by such Person or in
which such Person has or acquires any rights and, in any event, shall mean and include, without limitation, all promissory notes, all certificates
of deposit and all letters of credit evidencing, representing, arising from or existing in respect of, relating to,
securing or otherwise supporting the payment of, any of the Accounts or other obligations owed to such Person.

    


    “Intellectual
Property” shall mean, as to any Person, all of the following now owned or
hereafter acquired by such Person or in
which such Person has or acquires any rights, priorities and privileges, including all
rights to sue at law or in equity for any infringement or
other impairment thereof, including the right to receive all Proceeds and damages therefrom,
whether arising under United States,
multinational or foreign laws or otherwise: (a) all Patents, Copyrights, Trademarks, Trade Secrets, internet domain names, trade names, trade
name rights, service marks, service mark rights, applications for registration
of trademarks, trade names and service marks, fictitious
names registrations and trademark, trade name, service mark registrations and
work product, and all derivations thereof and all other intellectual property
and proprietary rights; and (b) Patent
Licenses, Trademark Licenses, Copyright
Licenses, Trade Secret Licenses and other licenses to
use any of the items described in the preceding clause (a).


    
      
         


      

      
        7

        
          

        

      

      
         


      

    

     

    “Inventory” shall
mean, as to any Person, all “inventory”
(as such term is defined in the UCC) now
owned or hereafter acquired by such Person or in which such Person has or acquires any
rights and, in any event, shall mean and
include (i) inventory, merchandise,
Goods and other personal property intended for sale or lease
or for display or demonstration, (ii) work in process, (iii) raw materials and other materials and supplies of every nature
and description used or which might be used in connection with the manufacture,
packing, shipping, advertising, selling, leasing or furnishing of the foregoing
or otherwise used or consumed in the conduct of business and (iv) Documents
evidencing, and General Intangibles relating to, any of the foregoing.

    


    “Investment Accounts”
shall mean, as to any Person, any and all “securities accounts” (as such term is
defined in the UCC), brokerage accounts and commodities accounts now owned or
hereafter acquired by such Person, or in which such Person has or acquires any
rights.

    


    “Investment
Property” shall mean, as to any Person, all “investment property” (as such term is defined in the
UCC) now owned or hereafter acquired by
such Person or in which such Person has or acquires any rights and, in any event, shall mean and include (i) all “certificated securities”,
“uncertificated securities”, “security entitlements”, “securities accounts”,
“commodity contracts” and “commodity accounts” (as all such
terms are defined in the UCC) of such Person; (ii) any other securities, whether
certificated or uncertificated, including stocks, bonds,
interests in limited liability companies, partnership interests, treasuries,
certificates of deposit, and mutual fund shares; (iii) all
securities entitlements of such Person, including the rights of such Person to any Investment Accounts and the financial
assets held by a financial intermediary in such accounts and any free credit
balance or other money owing by any financial intermediary with respect to such accounts; (iv) all commodity contracts of such Person; and (v) all Investment Accounts of such Person.

    


    “Issuers” shall mean
the collective reference to each of the Persons identified on Schedule 3 as the issuers
of Pledged Equity Interests, together with any successors to
such Persons (including any successor contemplated by the
Revolving Credit Agreement and any other issuers of Pledged Equity Interests)
and any other Issuers of Pledged Equity Interests that become Collateral after
the Closing Date.

    


    “Lenders” shall have
the meaning given to that term in the recitals hereto and shall include their respective
successors and assigns.

    


    “Letter-of-Credit
Rights” shall mean, as to any Person, “letter-of-credit rights” (as such term is defined in the
UCC), now owned or hereafter acquired by such Person, and, in any event, shall
mean and include rights to payment or
performance under a letter of credit, whether or not such Person, as beneficiary, has demanded or is entitled to demand payment or
performance.

    


    “License” shall mean,
as to any Person, any Copyright License, Patent License, Trademark License or other license of rights or interests of such
Person in Intellectual
Property.


    
      
         


      

      
        8

        
          

        

      

      
         


      

    

     

    “Obligee Guarantor”
shall have the meaning given to that term in Section
2(f).

    


    “Patent
License” shall mean, as to any Person, all agreements, whether written or oral, 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 Schedule 10 (as
such schedule may be amended or supplemented from time to
time).

    


    “Patent and Trademark
Security Agreement” shall mean a Patent
and Trademark Security Agreement, substantially in the form of Exhibit B hereto, executed and delivered by any Grantor
granting a Security Interest in any of its Patents or
Trademarks, as may be amended, restated, supplemented, or
otherwise modified, from time to time, in accordance with its
terms.

    


    “Patents” shall mean,
as to any Person, all United States and
foreign patents and certificates of invention, or similar industrial property
rights, and applications for any of the foregoing, including: (a) each patent
and patent application referred to in Schedule 10 hereto (as such schedule may
be amended or supplemented from time to time), (b) all reissues, divisions,
continuations, continuations-in-part, extensions, renewals, and reexaminations
thereof, (c) all rights corresponding thereto throughout the world, (d) all
inventions and improvements described therein, (e) all rights to sue for past,
present and future infringements thereof, (f) all licenses, claims, damages, and
proceeds of suit arising therefrom, and (g) all Proceeds of the foregoing,
including, without limitation, licenses, royalties, income, payments, claims,
damages, and proceeds of suit.

    


    “Pledged
Collateral” shall mean, collectively, Pledged Debt Instruments, Pledged
Equity Interests, all chattel paper, certificates or other instruments
representing any of the foregoing, all Security Entitlements of any Grantor in
respect of any of the foregoing, and any Proceeds thereof.  Pledged
Collateral may be General Intangibles, Instruments or Investment Property and
includes Additional Pledged Collateral.

    


    “Pledged Debt
Instruments” shall mean all right, title and interest of any Grantor in
Instruments evidencing any Debt owed to such Grantor, including all Debt
described on Schedule 10 (as
such schedule may be amended or supplemented from time to time), issued by the
obligors named therein, 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 Debt.

    


    “Pledged Equity
Interests” shall mean all Pledged Stock, Pledged LLC Interests, Pledged
Partnership Interests and Pledged Trust Interests.


    
      
         


      

      
        9

        
          

        

      

      
         


      

    

     

    “Pledged LLC
Interests” shall mean, with respect to any Grantor (a) all interests
in any limited liability company now or hereafter owned by such Grantor,
including all limited liability company interests listed on Schedule 9 as held by
such Grantor under the heading “Pledged LLC Interests” (as such schedule may be
amended or supplemented from time to time) and (b) 65% of the interests with
voting rights, and 100% of the interests without voting rights in any Foreign
Subsidiary owned by a Borrower or a Domestic Subsidiary, including without
limitation, MFN Europe Limited and AboveNet Communications Europe Limited, as
listed on Schedule
9 as held by such Grantor under the heading “Pledged Foreign LLC
Interests” (as such schedule may be amended or supplemented from time to time),
all as held by such Grantor 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, 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 limited
liability company interests and any rights, powers and remedies of such Grantor
under the limited liability company operating agreement of such limited
liability company.

     

    “Pledged Partnership
Interests” shall mean, with respect to any Grantor (a) all interests in
any general partnership, limited partnership, limited liability partnership or
other partnership now or hereafter owned by such Grantor, including all
partnership interests listed on Schedule 9 under the
heading “Pledged Partnership Interests” (as such schedule may be amended or
supplemented from time to time) and (b) 65% of the interests with voting rights,
and 100% of the interests without voting rights in any Foreign Subsidiary owned
by a Borrower or a Domestic Subsidiary as listed on Schedule 9 as held by
such Grantor under the heading “Pledged Foreign Partnership Interests” (as such
schedule may be amended or supplemented from time to time), all as held by such
Grantor 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, 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 partnership interests and any rights, powers and remedies of
such Grantor under the partnership agreement of such partnership.

    


    “Pledged Stock” shall
mean, with respect to any Grantor (a) all shares of Capital Stock of any
corporation now or hereafter owned by such Grantor, including all shares listed
on Schedule 9
under the heading “Pledged Stock” (as such schedule may be amended or
supplemented from time to time) and (b) 65% of the interests with voting rights,
and 100% of the interests without voting rights in any Foreign Subsidiary owned
by a Borrower or a Domestic Subsidiary as listed on Schedule 9 as held by
such Grantor under the heading “Pledged Foreign Stock” (as such schedule may be
amended or supplemented from time to time), all as held by such Grantor, and the
certificates, if any, representing such shares and any interest of such Grantor
in the entries on the books of the issuer of such shares or on the books 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” shall mean, with respect to any Grantor (a) all interests in a
Delaware business trust or other trust including, without limitation, all trust
interests listed on Schedule 9 under the heading "Pledged Trust Interests" (as
such schedule may be amended or supplemented from time to time) and (b) 65% of
the interests with voting rights, and 100% of the interests without voting
rights in any Foreign Subsidiary owned by a Borrower or a Domestic Subsidiary as
listed on Schedule
9 as held by such Grantor under the heading “Pledged Foreign Trust Interests” (as such
schedule may be amended or supplemented from time to time), all as held by such Grantor,
and the certificates, if any, representing such trust interests and any
interest of any 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.
 

    
      
         


      

      
        10

        
          

        

      

      
         


      

    

     

    “Proceeds” shall mean
all proceeds (including proceeds of proceeds) of any of the
Collateral including all: (i) rights, benefits, distributions, premiums, profits,
dividends, interest, cash, Instruments, Documents, Accounts, Contract Rights, Inventory, Equipment, General Intangibles, Payment Intangibles, Deposit Accounts, Chattel Paper, and other property from time
to time received, receivable, or otherwise distributed in
respect of or in exchange for, or as a replacement of or a substitution for, any
of the Collateral, or proceeds thereof; (ii) “proceeds,” as such term is defined in the UCC; (iii) proceeds of any insurance,
indemnity, warranty, or guaranty (including guaranties of
delivery) payable from time to time with
respect to any of the Collateral, or
proceeds thereof; and (iv) payments (in any form
whatsoever) made or due and payable to a Grantor from time to time in
connection with any requisition, confiscation, condemnation, seizure or
forfeiture of all or any part of the Collateral, or proceeds
thereof.

    


    “Revolving Credit
Agreement” shall have the meaning given to that term
in the recitals hereto.

    


    “Secured
Obligations” shall mean (i) all obligations (including obligations which, but for the automatic stay under
Section 362(a) of the Bankruptcy Code, would become due), indebtedness and liabilities
(including, without limitation, the Obligations (as defined in the Revolving Credit Agreement) and all
indemnities, fees and interest thereon and all interest that accrues after the
commencement of any case, proceeding or other action relating to the bankruptcy, insolvency, reorganization or similar proceeding
of any Grantor at the rate provided for in the respective
documentation, whether or not a claim for post-petition interest is allowed in
any such case, proceeding or other action) of any Grantor
owing to the Secured Parties (or, in
the case of any Hedging Obligations, any Affiliate of any
Secured Party), now existing or hereafter incurred under, arising out of or in
connection with the Revolving Credit Agreement, any Loan
Document or any Hedging Obligations entered into by any
Borrower with any Secured
Party (or an Affiliate of any Secured Party) and the due
performance and compliance by each Grantor with the terms,
conditions and agreements of the Revolving
Credit Agreement and each such Loan Document and Hedging
Obligations; (ii) all Treasury Management
Obligations;  (iii) all obligations and indebtedness of any
Borrower or any other Grantor under corporate card agreements, arrangements or
programs (including, without limitation, purchasing card and travel and
entertainment card agreements, arrangements or programs) maintained with any
Secured Party, together with all renewals, extensions, modifications or
refinancings of any of the foregoing; (iv) any and all sums incurred or advanced
by the Administrative Agent in order to
preserve the Collateral or preserve its Security Interest in
the Collateral; and (v) in the event of
any proceeding for the collection or enforcement of any indebtedness,
obligations or liabilities of each Grantor referred to in preceding clause (i) 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 the Administrative Agent of its rights hereunder, together with attorneys’ fees and court
costs.  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.


    
      
         


      

      
        11

        
          

        

      

      
         


      

    

     

    “Secured Parties” shall
mean the Administrative Agent, Lenders, Issuing Bank and any Affiliate of a
Lender to whom Secured Obligations are owed from time to time, and shall
include, all former Administrative Agents, Lenders and such Affiliates to the
extent that any Secured Obligations owing to such Persons were incurred while
such Persons were an Administrative Agent, a Lender or an Affiliate to whom
Secured Obligations were owed and such Secured Obligations have not been
indefeasibly paid or satisfied in full in cash.

    


    “Security
Interests” shall mean the security interests granted to the Administrative Agent for the benefit of
the Secured Parties pursuant to
Section 3 as well as all
other security interests created or assigned as additional security for the
Secured Obligations pursuant to the
provisions of this Agreement.

    


    “Software” shall mean,
as to any Person, all “software” (as
defined in the UCC), now owned or hereafter acquired by such
Person, including all computer programs
and all supporting information or documentation provided in connection with a
transaction related to any program.

    


    “Supporting
Obligations” shall mean, as to any Person, all “supporting obligations” (as such term is defined in the
UCC), now owned or hereafter acquired by such Person, and, in any event, shall
mean and include letters of credit and guaranties issued in
support of Accounts, Chattel Paper, Documents, General
Intangibles, Instruments, Investment
Property and all of such Person’s mortgages, deeds to secure debt and deeds of trust on real or personal property,
guaranties, leases, security agreements, and other agreements and property which
secure or relate to any collateral, or are acquired for the
purpose of securing and enforcing any item thereof.

    


    “Termination Date”
shall mean the date upon which all Secured Obligations have been satisfied by
indefeasible payment in full in cash of immediately available
funds.

    


    “Trademark
License” shall mean, as to any Person, any and all agreements, whether written or oral, providing
for the granting of any right in or to Trademarks (whether such Person is
licensee or licensor thereunder) including each agreement referred to in
Schedule 10 (as such schedule may be amended or supplemented from time to
time).

    


    “Trademarks” shall
mean, as to any Person, all United States,
and foreign trademarks, trade names, corporate names, company names, business
names, fictitious business 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, but not limited to: (a) the registrations and applications
referred to in Schedule 10 (as such schedule may be amended or supplemented from
time to time), (b) all extensions or renewals of any of the foregoing, (c) all
of the goodwill of the business connected with the use of and symbolized by the
foregoing, (d) the right to sue for past, present and future infringement or
dilution of any of the foregoing or for any injury to goodwill, and (e) all
Proceeds of the foregoing, including, without limitation, licenses, royalties,
income, payments, claims, damages, and proceeds of suit.


    
      
         


      

      
        12

        
          

        

      

      
         


      

    

     

    “Trade Secret
Licenses” shall mean, as to any Person, any and all agreements, whether
written or oral, providing for the granting of any right in or to Trade Secrets
(whether such Person is licensee or licensor thereunder) including each
agreement referred to in Schedule 10 (as such schedule may be amended or
supplemented from time to time).

     

    “Trade Secrets” shall
mean, as to any Person, all trade secrets 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 but not limited to: (a) the right to sue for past, present and future
misappropriation or other violation of any Trade Secret, and (b) all Proceeds of
the foregoing, including, without limitation, licenses, royalties, income,
payments, claims, damages, and proceeds of suit.

     

    “UCC” shall mean the
Uniform Commercial Code as in effect, from
time to time, in the State of New York; provided, that if by
reason of mandatory provisions of law, the perfection or the effect of
perfection or non-perfection of the Security Interests in any
Collateral is governed by the Uniform
Commercial Code as in effect in a jurisdiction other than New York, “UCC” shall mean the Uniform Commercial Code as in
effect in such other jurisdiction for purposes of the provisions hereof relating to such perfection or effect of
perfection or non-perfection.

    


    “Uncertificated Securities
Control Agreement” means a letter agreement, substantially in the form of
Exhibit C
hereto, executed by each Grantor, the Administrative Agent and each Issuer in
which a Grantor owns any Pledged Equity Interests that constitute uncertificated
securities.

    


    “United States” shall
mean the United States of America, any of
the fifty states thereof, and the District of
Columbia.

    


    (c)           Terms
used herein without definition that are defined in the
UCC have the respective meanings given them in the UCC and if defined in more than one article of the UCC, such terms shall have the meaning defined in Article 9 of the
UCC, including the following terms
(which are capitalized herein):

    


    “Certificated
Security”

    “Entitlement
Holder”

    “Payment
Intangibles”

    “Securities
Account”

    “Securities
Intermediary”

    “Security”

    “Security
Entitlement”

    “Uncertificated
Security”


    
      
         


      

      
        13

        
          

        

      

      
         


      

    

     

    (d)           In
this Agreement, in the computation of periods of time from a specified date to a later specified
date, the word “from” means “from and
including” and the words “to” and “until”
each mean “to but excluding” and the word “through” means “to and including.”  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 Revolving Credit Agreement), (ii) any reference herein to any Person
shall be construed to include such Person’s successors and permitted assigns,
(iii) any reference to any law or regulation herein shall, unless otherwise
specified, refer to such law or regulation as amended, modified or supplemented
from time to time and (iv) 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.  The terms “herein,” “hereof,” “hereto” and “hereunder” and similar terms refer to this
Agreement as a whole and not to any
particular Article, Section, subsection or clause in this Agreement.  Unless otherwise noted, references herein to an Annex, Schedule, Section, subsection or clause refer
to the appropriate Annex or Schedule to, or Section, subsection or clause
in this Agreement.  The meanings given to terms defined herein shall be equally
applicable to both the singular and plural forms of such
terms.  Where the context requires, provisions relating to any Collateral, when used in relation to a Grantor, shall refer to such Grantor’s Collateral or any relevant part thereof.  Any reference
in this Agreement to a Loan Document shall include all appendices,
exhibits and schedules thereto, and, unless specifically stated otherwise all
amendments, restatements, supplements or other modifications thereto, and as the
same may be in effect at any time such reference becomes
operative.  The terms “including”, “include” and “includes” shall be
deemed to be followed by the phrase “without limitation” except when used
in the computation of time periods.  The term “or” has, except where
otherwise indicated, the inclusive meaning represented by the phrase
“and/or”.

    


    SECTION 2.
 Guaranty.

     

    (a)          General.

    
 

    (i)           Each
of the Guarantors hereby, jointly and severally,
unconditionally and irrevocably, guarantees to the Administrative Agent, for the ratable benefit of the Secured
Parties, the full, prompt and complete payment and performance by the Borrowers when due and payable (whether at the stated
maturity, by acceleration or otherwise) of the Secured Obligations. This
Guaranty is an absolute, unconditional and continuing guaranty of the full and
punctual payment and performance of all of the Secured Obligations and not of
their collectibility only and is in no way conditioned upon any requirement that
the Administrative Agent or any other Secured Party first attempt to collect any
of the Secured Obligations from any Borrower or resort to any collateral
security or other means of obtaining payment.


    
      
         


      

      
        14

        
          

        

      

      
         


      

    

     

    (ii)           Each
of the Guarantors hereby agrees, jointly and severally, in furtherance of the
foregoing and not in limitation of any other right which the Secured Parties
hereunder may have at law or in equity against any Guarantor by virtue hereof,
that upon the failure of any Borrower to pay any of the Secured Obligations when
and as the same shall become due and payable (whether at the stated maturity, by
acceleration or otherwise), the Guarantors will, upon demand, pay, or cause to
be paid, in immediately available funds, to the Administrative Agent, for the
ratable benefit of the Secured Parties, an amount equal to the sum of the unpaid
principal amount of all Secured Obligations then due as aforesaid, accrued and
unpaid interest on such Secured Obligations (including interest which, but for
such Borrower’s becoming the subject of a case under the Bankruptcy Code, would
have accrued on such Secured Obligations, whether or not a claim is allowed
against such Borrower for such interest in the related bankruptcy case) and all
other Secured Obligations then owed to the Secured Parties as aforesaid,
without set-off or counterclaim and paid to the Administrative Agent, for the
ratable benefit of the Secured Parties, in accordance with the terms of the
Revolving Credit Agreement.

    


    (iii)           Anything
herein or in any other Loan Document to the contrary notwithstanding, after
taking into account the rights of contribution set forth in Section 2(b), the
maximum liability of each Guarantor hereunder and under the other Loan Documents shall in no event exceed the amount that can be
guaranteed by such Guarantor by Requirements of Law, including applicable federal and state laws relating to the insolvency of debtors.

    


    (iv)           Each
Guarantor agrees that the Secured
Obligations may, at any time and from time to time, exceed the amount of the liability of such Guarantor hereunder without impairing the
guaranty contained in this Section 2 or affecting
the rights and remedies of the Secured Parties hereunder.

    


    (v)           The
guaranty contained in this Section 2 shall remain
in full force and effect until the Termination Date,
notwithstanding that, from time to time,
during the term of the Revolving Credit
Agreement, the Borrowers may be free from any Secured Obligations.  Each Guarantor hereby
irrevocably waives any right to revoke this guaranty as to future transactions
giving rise to any Secured Obligations.

    


    (vi)           No
payment made by any of the Borrowers, any of the Guarantors,
any other guarantor or any other Person
or received or collected by the Administrative Agent, for
the ratable benefit of the Secured Parties, from any of the Borrowers, any of
the Guarantors, any other guarantor or
any other Person by virtue of any suit, action or proceeding
or any set-off or appropriation or application, at any time or from time to time, in reduction of or in
payment of any of the Secured Obligations shall be deemed
to modify, reduce, release or otherwise affect the liability
of any Guarantor hereunder which shall,
notwithstanding any such payment (other than any payment made by such Guarantor in respect of the Secured Obligations
or any payment received or collected from such Guarantor in respect of the Secured Obligations), remain liable for
the Secured Obligations guaranteed by it hereunder up to the maximum liability of such
Guarantor hereunder until the Termination Date, notwithstanding that, from time to
time, during the term of the Revolving Credit Agreement, the Borrowers may be
free from any Secured Obligations.


    
      
         


      

      
        15

        
          

        

      

      
         


      

    

     

    (b)          Right of
Contribution.

    


    (i)           In
addition to all such rights of indemnity and subrogation as the Guarantors may
have under any Requirement of Law (but subject to Section 2(c)), each
Borrower agrees that in the event a payment shall be made by any Guarantor under
its guarantee for the Secured Obligations, such Borrower shall indemnify such
Guarantor for the full amount of such payment.

    


    (ii)           Each
Guarantor hereby agrees that to the extent
that a Guarantor shall have made any payment hereunder or assets of any Guarantor shall be sold to satisfy
a claim of any Secured Party and such Guarantor (the “Claiming Guarantor”)
shall not have been indemnified as provided in clause (i) above, each other
Guarantor (a “Contributing
Guarantor”) shall indemnify the Claiming Guarantor in an amount equal to
the amount of such payment or the greater of the book value or the fair market
value of such assets, as the case may be, multiplied by a fraction, the
numerator of which shall be the net worth of the Contributing Guarantor on the
date hereof, and the denominator of which shall be the sum of the net worth of
all the Guarantors on the date hereof.  Any Contributing Guarantor
making any payment to a Claiming Guarantor pursuant to this clause (ii) shall be
subrogated to the rights of such Claiming Guarantor under clause (i) to the
extent of such payment. Each Guarantor’s right of
contribution shall be subject to the terms and conditions of
Section 2(c).

    


    (iii)           If
at any time there exists more than one Claiming Guarantor with respect to the
guaranty of the Secured Obligations, then payment from other Guarantors pursuant
to this Section
2(b) shall be allocated among such Claiming Guarantors in proportion to
the total amount of money paid for or on account of the Secured Obligations by
each such Claiming Guarantor pursuant to this Agreement.

    


    (iv)           If
as a result of any reorganization, recapitalization or other corporate change in
any of the Borrowers, or any of their Subsidiaries, or as a result of any
amendment, waiver or modification of the terms and conditions governing this
Agreement or any of the Secured Obligations, or for any other reason, the
contributions under this Section 2(b) become
inequitable, the parties hereto shall promptly modify and amend this Agreement
to provide for an equitable allocation of contributions.  All such
modifications and amendments shall be in writing and signed by all parties
hereto.

    


    (v)           The
parties hereto acknowledge that the right to contribution and indemnification
hereunder shall each constitute an asset in favor of the party to which such
contribution or indemnification is owing.


    
      
         


      

      
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    (c)           No
Subrogation.  Notwithstanding any payment made by any Guarantor hereunder or any set-off or
application of funds of any Guarantor by the Secured
Parties, no Guarantor shall be entitled to and each Guarantor waives each and every claim, right or remedy,
direct or indirect, that such Guarantor now has or may hereafter have against
any Borrower or any Guarantor or any of its assets in connection with the
guaranty under this Section 2 or the
performance by such Guarantor of its obligations hereunder, in each case whether
such claim, right or remedy arises in equity, under contract, by statute, under
common law or otherwise and including (i) any right of subrogation,
reimbursement or indemnification that such Guarantor now has or may hereafter
have against any Borrower with respect to the Secured Obligations, (ii) any
right to enforce, or to participate in, any claim, right or remedy that any
Secured Party now has or may hereafter have against any Borrower, and (iii) any
benefit of, and any right to participate in, any collateral security now or
hereafter held by the Administrative Agent or any Secured Party, nor shall any
Guarantor seek or be entitled to seek
any contribution from any Borrower or any other Guarantor in respect
of payments made by such Guarantor hereunder, until after the Termination
Date.  Each Guarantor further agrees that, to the extent the waiver of
its rights of subrogation, reimbursement, indemnification and contribution as
set forth herein is found by a court of competent jurisdiction to be void or
voidable for any reason, any rights of subrogation, reimbursement or
indemnification such Guarantor may have against any Borrower or against any
collateral security, and any rights of contribution such Guarantor may have
against any such other Guarantor, shall be junior and subordinate to any rights
any Secured Party may have against the Borrowers, to all right, title and
interest any Secured Party may have in any such collateral security, and to any
right any Secured Party may have against such other Guarantor.  If any
amount shall be paid to any Guarantor on account of any such subrogation,
reimbursement, indemnification or contribution rights at any time prior to the
Termination Date, such amount shall be held in trust for the Administrative
Agent on behalf of the other Secured Parties and shall forthwith be paid over to
the Administrative Agent, for the ratable benefit of the Secured Parties, to be
credited and applied against the Secured Obligations, whether matured or
unmatured, in accordance with the terms hereof.

    


    (d)           Waivers by the
Guarantors.  Each Guarantor waives, to the maximum extent
permitted by any Requirement of Law: (i) any right to require any Secured Party,
as a condition of payment or performance by such Guarantor, to (A) proceed
against any of the Borrowers, any of the Guarantors, any other guarantor or any
other Person, (B) proceed against or exhaust any collateral security held from
any of the Borrowers, any of the Guarantors, any other guarantor or any other
Person, (C) proceed against or have resort to any balance of any Deposit
Account or credit on the books of any Secured Party in favor of any Borrower or
any other Person, or (D) pursue any other remedy in the power of any Secured
Party whatsoever; (ii) any defense arising by reason of the incapacity, lack of
authority or any disability or other defense of any Borrower or any other
Guarantor, including, without limitation, any defense based on or arising out of
the lack of validity or the unenforceability of the Revolving Credit Agreement
or any other Loan Document, any of the Secured Obligations or any agreement or
instrument relating thereto or any other collateral security therefor or
guaranty or right of offset with respect thereto, at any time or from time to time, held by any Secured Party or
by reason of the cessation of the liability of any of the Borrowers or any other
Guarantor from any cause other than indefeasible payment in full of the Secured
Obligations; (iii) any defense based upon any statute or rule of law which
provides that the obligation of a surety must be neither larger in amount nor in
other respects more burdensome than that of the principal; (iv) any defense
based upon any Secured Party’s errors or omissions in the administration of the
Secured Obligations, except behavior which amounts to bad faith or gross
negligence; (v) (A) any principles or provisions of law, statutory or otherwise,
which are or might be in conflict with the terms hereof and any legal or
equitable discharge of such Guarantor’s obligations hereunder, (B) the benefit
of any statute of limitations affecting such Guarantor’s liability hereunder or
the enforcement hereof, (C) any rights to set-offs, recoupments and
counterclaims, and (D) promptness, diligence and any requirement that any
Secured Party protect, secure, perfect or insure any security interest or lien
or any property subject thereto; (vi) notices, demands, presentments,
protests, notices of protest, notices of dishonor and notices of any action or
inaction, including acceptance hereof, notices of default or nonpayment pursuant
to any Loan Document or any agreement or instrument related thereto, notices of
any creation, renewal, extension, accrual or modification of the Secured
Obligations or any agreement related thereto, notices of any extension of credit
to the Borrowers and notices of any of the matters referred to in Section 2(e) and
any right to consent to any thereof; and (vii) any defenses or benefits
that may be derived from or afforded by law which limit the liability of or
exonerate guarantors or sureties, or which may conflict with the terms
hereof.  For the avoidance of doubt, notwithstanding anything
contained herein to the contrary, in no event shall the Guarantors waive the
defense of payment in full of the Secured Obligations.


    
      
         


      

      
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    (e)           Guaranty Absolute and
Unconditional.  Each Guarantor waives,
to the maximum extent permitted by
Requirements of Law, any and all notice of or proof of reliance by any Secured Party upon the guaranty contained in this Section
2 or acceptance
of the guaranty contained in this Section 2;
the Secured Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended,
amended or waived, in reliance upon the guaranty contained in this Section
2; and all dealings
between any of the Borrowers and any of the Guarantors, on the one hand, and the Administrative Agent and the other Secured Parties, on the other
hand, likewise shall be conclusively presumed to have been
had or consummated in reliance upon the guaranty contained in this Section
2.  Each
Guarantor understands and agrees, to the
extent permitted by applicable Requirements of Law, that the
guaranty contained in this Section 2 shall be
construed as a continuing, absolute, irrevocable, independent and unconditional
guaranty of payment when due and not collectability.  Each Guarantor
agrees the guaranty contained in this Section 2 is a
primary obligation of each Guarantor and not merely a contract of
surety.  Each Guarantor hereby waives, to the maximum extent permitted by Requirements
of Law, any and all defenses (other than any suit for breach of a contractual
provision of any of the Loan Documents) that it may have
arising out of or in connection with any and all of the following: (i) any change in the time, place, manner or place of payment,
amendment, waiver or increase in the Secured Obligations, (ii) any exchange, taking, or release of Collateral, (iii) any change in the structure
or existence of any of the Borrowers, (iv) any application
of Collateral to any of the Secured Obligations or (v) any other
circumstance whatsoever (other than indefeasible payment in full of the Secured Obligations guaranteed by it hereunder)
(with or without notice to or knowledge of any of the Borrowers or such Guarantor) that
constitutes, or might be construed to constitute, an
equitable or legal discharge of any of the Borrowers for the Secured Obligations, or of such Guarantor under the guaranty contained in this Section
2, in bankruptcy or
in any other instance.  When making any demand
hereunder or otherwise pursuing its rights and remedies
hereunder against any Guarantor, any of
the Secured Parties may, but shall be under no
obligation to, make a similar demand on
or otherwise pursue such rights and remedies as it may have against any of the
Borrowers, any other Guarantor or any other Person or against any collateral security or guaranty for the
Secured Obligations guaranteed by such Guarantor hereunder or any right of offset with
respect thereto, and any failure by any of the Secured
Parties to make any such demand,
to pursue such other rights or remedies or to collect any payments from any of the
Borrowers, any other Guarantor or any other Person or to realize upon any such collateral
security or guaranty or to exercise any such right of
offset, or any release of any Borrower, any other Guarantor or any other Person or any such
collateral security, guaranty or right of offset, shall not relieve any Guarantor of any obligation or liability hereunder, and shall not impair or affect the rights and remedies,
whether express, implied or available as a matter of law, of any Secured Party against any Guarantor.  For the purposes hereof
“demand” shall include the commencement
and continuance of any legal proceedings.


    
      
         


      

      
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    (f)           Subordination of Other
Obligations.   Any indebtedness of any Borrower or
any Guarantor now or hereafter held by any Guarantor (the “Obligee Guarantor”)
is hereby subordinated in right of payment to the Secured Obligations, and any
such indebtedness collected or received by the Obligee Guarantor after an Event
of Default has occurred and is continuing shall be held in trust for the
Administrative Agent, on behalf of the Secured Parties, and shall forthwith be
paid over to Administrative Agent, for the benefit of the Secured Parties, to be
credited and applied against the Secured Obligations but without affecting,
impairing or limiting in any manner the liability of the Obligee Guarantor under
any other provision hereof.

    


    (g)          Authority of the Guarantors
or the Borrowers.  It
is not necessary for any Secured Party to inquire into the capacity or powers of
any Guarantor or any of the Borrowers or the officers, directors or any agents
acting or purporting to act on behalf of any of them.

    


    (h)          Financial Condition of the
Borrowers.   Any
Loan may be made to the Borrowers or continued from time to time, and any
Hedging Obligations may be entered into from time to time, in each case without
notice to or authorization from any Guarantor regardless of the financial or
other condition of the Borrowers at the time of any such Loan or continuation or
at the time such Hedging Obligations is entered into, as the case may
be.  No Secured Party shall have any obligation to disclose or discuss
with any Guarantor its assessment, or any Guarantor’s assessment, of the
financial condition of the Borrowers.  Each Guarantor has adequate
means to obtain information from the Borrowers on a continuing basis concerning
the financial condition of the Borrowers and the Borrowers’ ability to perform
their obligations under the Loan Documents and the Hedging Obligations, and each
Guarantor assumes the responsibility for being and keeping informed of the
financial condition of the Borrowers and of all circumstances bearing upon the
risk of nonpayment of the Secured Obligations.  Each Guarantor hereby
waives and relinquishes any duty on the part of any Secured Party to disclose
any matter, fact or thing relating to the business, operations or conditions of
the Borrowers now known or hereafter known by any Secured Party.

     

    (i)           Bankruptcy,
Etc.   The obligations of the Guarantors hereunder shall
continue to be effective, and remain in full force and effect or be reinstated,
as the case may be, if at any time payment, or any part thereof, of any of the
Secured Obligations is rescinded or must otherwise be restored or returned by
any Secured Party upon the insolvency, bankruptcy, dissolution, liquidation or
reorganization of any Borrower or any Guarantor, or upon or as a result of the
appointment of a receiver, intervenor or conservator of, or trustee or similar
officer for, any Borrower or any Guarantor or any substantial part of its
property, or otherwise, all as though such payments had not been
made.


    
      
         


      

      
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    SECTION 3.
 The
Security
Interests.

    


    (a)           As
security for the full, prompt and complete payment and performance when due
(whether at stated maturity, by acceleration or otherwise) of all of the Secured
Obligations, each Grantor does hereby mortgage, pledge,
assign, hypothecate, set over and convey unto the Administrative Agent, for the benefit of the Secured Parties, and
does hereby grant to the Administrative
Agent, for the benefit of the Secured Parties, a first priority continuing
Lien on and Security Interest in all of the
right, title and interest of such Grantor in, to and under all of the Collateral (and all
rights therein) whether now existing or hereafter, from time
to time, acquired.

    


    (b)           The
Security Interests of the Administrative
Agent under this Agreement extend to all
Collateral that any Grantor may acquire,
at any time, during the continuation of this Agreement.

    


    SECTION 4.
 Grantors
Remain Obligated.  Notwithstanding
any other provision of this Agreement to
the contrary, (a) each Grantor
shall remain liable under the contracts or other agreements
included as part of the Collateral in accordance with their
terms, and to perform all of the duties and obligations thereunder to the same
extent as if this Agreement had not been executed, (b) neither the Administrative Agent nor
any Secured Party shall have any obligation or
liability under any contract or other agreement included as
part of the Collateral, by reason of or arising out of this
Agreement or the receipt by the Administrative Agent or any Secured
Party of any payment relating thereto, (c) the
exercise by the Administrative Agent of any rights under
this Agreement or otherwise in respect of the Collateral shall not release any Grantor from its obligations under any contract or
other agreement included as part of the Collateral and
(d) neither the Administrative
Agent nor any Secured Party shall be obligated to take any of the following actions with respect to any contract or other agreement included as
part of the Collateral: (i) perform
any obligation of any Grantor, (ii) make any payment, (iii) make any
inquiry as to the nature or the sufficiency
of any payment received by it or as to the
sufficiency of any performance by any party, (iv) present or file any claim or (v) take any action to
enforce any performance or to collect the
payment of any amounts that may have been assigned to it or to which it may be
entitled at any time or times.

    


    SECTION
5.   Representations
and Warranties.
Each Grantor represents and warrants to the Administrative Agent, for the benefit of
the Secured Parties, as follows:

    


    (a)           Representations and
Warranties in
Credit Agreement.  In the case of each Guarantor, the representations and warranties set forth in ARTICLE 4 of the Revolving Credit Agreement as they relate to such Guarantor or to the
Loan Documents to which such Guarantor is a party, each of which is hereby incorporated herein by reference, are true and correct in all material respects,
and the Administrative Agent and each Secured Party shall be entitled to rely on
each such representation and warranty as if fully set forth herein; provided that each reference in each
such representation and warranty to the Borrower's knowledge shall, for the
purposes of this Section 5(a), be
deemed to be a reference to such Guarantor's knowledge.


    
      
         


      

      
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    (b)          General.

    


    (i)           Such
Grantor owns and has good and marketable title to, or valid leasehold interest in, all of its Collateral, free and clear of any Liens other than Permitted Liens, has rights in and has full power
and authority to grant a security interest to the Administrative Agent in such
Collateral pursuant hereto.

     

    (ii)          As
of the Closing Date, the type of entity of such Grantor, its state of
organization, the organizational number issued to it by its state of
organization and its federal employer identification number are set forth on Schedule
1. Such
Grantor’s name in which it has executed this Agreement is the exact name as it
appears in such Grantor’s organizational documents, as amended, as filed with
such Grantor’s jurisdiction of organization.

     

    (iii)         As
of the Closing Date, such Grantor has not, during the past five (5) years, been
known by or used any other corporate or fictitious name, or been a party to any
merger or consolidation, or been a party to any acquisition, except as set forth
on Schedule
2.

     

    (iv)         As of the
Closing Date, (A) each Grantor’s chief executive office,
(B) the locations where books or records relating to the Collateral are maintained and (C) each Grantor’s mailing address (if
different from the chief executive office) are set forth on
Schedule
3.

     

    (v)          As
of the Closing Date, the name and address of each bank or institution at which
any Grantor maintains Deposit Accounts
or Investment Accounts, and the account numbers for each
Deposit Account and Investment Account are set forth on
Schedule
4.

     

    (vi)         As
of the Closing Date, all letters of credit under which any Grantor is a beneficiary, and Grantor has obtained the consent of
each issuer of any letter of credit to the assignment of the Proceeds of the
letter of credit to the Administrative Agent are set forth on Schedule
5.

     

    (vii)        Schedule 6 sets forth
all of the Material Contracts as of the Closing Date.

     

    (viii)       As
of the Closing Date, all Commercial Tort Claims owned by any
Grantor are set forth on Schedule 7.
 

    
      
         


      

      
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    (ix)         The
Security Interests constitute a legal and valid security
interest in favor of the Administrative Agent, for the
benefit of the Secured Parties, in the Collateral, including
the Intellectual Property included in the Collateral, required to be perfected in accordance with the terms of the Loan Documents and for which perfection is
governed by the UCC or filing with the
United States Patent and Trademark Office or the United States Copyright Office upon (A) in the case of Collateral in which a
security interest may be perfected by filing a financing statement under the
UCC, the filing of such financing statement, (B) the delivery to the Administrative Agent of all Collateral
consisting of Instruments and Investment
Property in certificated form, in each case properly endorsed for transfer in
blank or accompanied by an undated stock power in blank, as applicable, executed
by a duly authorized officer of the pledgor thereof, (C) the
delivery to the Administrative Agent of all Collateral consisting of Chattel
Paper, (D) upon sufficient identification of Commercial Tort Claims, (E) upon
execution of a control agreement establishing the 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, (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 or other appropriate filings of the
Security Interests in Patents, Trademarks and Copyrights in the applicable
intellectual property registries, including the United States Copyright Office and the United States Patent and Trademark
Office.  Except to the extent that a security interest cannot be
perfected under the UCC or applicable law pursuant to clauses (A) through (G) of
the immediately preceding sentence, the Security Interests
constitute or will constitute, upon satisfaction or making of such filings,
deliveries, registrations and recordings, a perfected security interest therein
superior and prior to the rights of all other Persons therein and subject to no other Liens (other than Permitted Liens) and are entitled to all the rights, priorities and benefits afforded by the UCC or other relevant law as enacted in any relevant jurisdiction
to perfected security
interests.

     

    (x)          Other
than financing statements, security agreements, or other similar or equivalent
documents or instruments with respect to
Permitted Liens or financing statements with
respect to which the Lien has been released or for which no valid Lien exists,
no financing statement, mortgage, security agreement or similar or equivalent
document or instrument evidencing a Lien on
all or any part of the Collateral is on file or of record in
any jurisdiction.  To the knowledge of Grantors, none of the Collateral is in the possession of a Person
(other than any Grantor) asserting any claim thereto or security interest
therein, except that the Administrative Agent or its
designee may have possession of Collateral as contemplated
hereby, other than such Collateral as may be in the possession of a landlord
pursuant to the terms of a lease of real property.

     

    (xi)         None of
the Collateral constitutes, or is the Proceeds of, (A) “farm products” (as defined in
the UCC) or “as extracted collateral” (as defined in the
UCC) or timber to be cut.

     

    (xii)        All actions
and consents, including all filings, notices, registrations and recordings
necessary for the exercise by the 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 set forth on Schedule 4.3
to the Revolving Credit Agreement.

     

    
      
         


      

      
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    (xiii)       No
authorization, approval or other action by, and no notice to or
filing with any Governmental Authority is required for
either (A) the pledge or grant by any Grantor of the Security Interests purported
to be created in favor of the Administrative Agent for the benefit of the Secured Parties hereunder, or (B) the exercise by the Administrative Agent of
any rights or remedies in respect of any Collateral, except
as set forth on Schedule 4.3 of the Revolving Credit Agreement, the filings
contemplated by clause (iii) above and as may be required,
in connection with the disposition of any Investment Property, by laws generally
affecting the offering and sale of Capital Stock.

     

    (c)          Accounts.

    


    (i)           No
amount payable to such Grantor under or in connection with any Accounts is
evidenced by any Instrument or Chattel Paper which has not been delivered to the
Administrative Agent.

     

    (ii)          Except
for accounts in an aggregate amount not to exceed $10,000,000 at any time, none
of the obligors on any Accounts is a Governmental Authority.

     

    (iii)         The
amounts represented by such Grantor to the Lenders from time to time as owing to
such Grantor in respect of the Accounts will at such times be
accurate.

     

    (d)          Inventory and
Equipment. With respect to any Equipment or
Inventory of a Grantor, such Grantor has exclusive possession and control of
such Equipment and Inventory except for (i) Equipment leased by such Grantor as
a lessee or lessor or (ii) Equipment or Inventory in transit with common
carriers.  No Inventory of a Grantor is held by a Person other than a
Grantor pursuant to consignment, sale or return, sale on approval, or similar
arrangement.

    


    (e)           Intellectual
Property. No Grantor has any interest in, or title to, as owner or
exclusive licensee, of any registered Patent, registered Trademark, or
registered Copyright except as set forth on Schedule
8.

    


    (f)           Pledged
Collateral.

     

    (i)           Schedule 9 sets forth
under the headings “Pledged Stock”, “Pledged LLC Interests”, “Pledged
Partnership Interests” and “Pledged Trust Interests”, respectively, all of the
Pledged Stock, Pledged LLC Interests, Pledged Partnership Interests and Pledged
Trust Interests owned by any Grantor and such Pledged Equity Interests
constitute the percentage of issued and outstanding shares of stock, percentage
of membership interests or percentage of partnership interests indicated on such
Schedule.  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.

     

    (ii)          All
the Pledged Equity Interests pledged by such Grantor hereunder have been duly authorized and
validly issued and are fully paid and nonassessable (if
applicable).
 

    
      
         


      

      
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    (iii)           None
of the Pledged Equity Interests is or represents interests
in Issuers that: (A) are registered investment companies, (B) are dealt in or traded on
securities exchanges or markets, (C) except for the Pledged LLC Interests that
have been certificated and delivered to Administrative Agent on the Closing
Date, have opted to be treated as Securities under Article 8 of the UCC,
(D) constitute investment company securities or (E) are held by such
Grantor in an Investment Account.1

     

    (iv)           Without
limiting the generality of Section 5(b)(xii), no
consent of any Person including any other general or limited partner, any other
member of a limited liability company or any other shareholder or any other
trust beneficiary is necessary in connection with the creation, perfection or
first priority status of the Security Interest in any Pledged Equity Interests
or the exercise by the Administrative Agent of the voting or other rights
provided for in this Agreement or the exercise of remedies in respect
thereof.

     

    (v)           All
Pledged Collateral and, if applicable, any Additional Pledged Collateral,
consisting of Certificated Securities or Instruments has been delivered to the
Administrative Agent in accordance with Section 6.

     

    (vi)           Schedule 10
sets forth under the heading “Pledged Debt Instruments” all of the Pledged Debt Instruments owned by any Grantor
and all of such Pledged Debt Instruments have been duly
authorized, authenticated or issued, and delivered and are the legal, valid and
binding obligations of the issuers thereof and are not in
default and constitute all of the issued and outstanding intercompany
Debt.

     

    (g)          Investment Accounts and
Deposit Accounts.

    


    (i)           Schedule 4 sets forth
under the headings "Investment Accounts" all of the Investment Accounts in which
each Grantor has an interest.  Each Grantor is the sole Entitlement
Holder of each such Investment Account, and such Grantor has not consented to,
and is not otherwise aware of, any Person (other than the Administrative Agent
pursuant hereto) having "control" (within the meanings of Sections 8-106 and
9-106 of the UCC) over, or any other interest in, any such Investment Account or
Securities or other property credited thereto.

     

    (ii)           Schedule 4 sets forth
under the headings "Deposit Accounts" all of the Deposit Accounts in which each
Grantor has an interest.  Each 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 the Administrative Agent pursuant
hereto) having either sole dominion and control (within the meaning of common
law) or "control" (within the meanings 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.

     

    (iii)           Each
Grantor has taken all actions necessary or desirable, including those specified
in Section 6,
to: (A) 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, Uncertificated Securities,
Investment Accounts or Securities Entitlements; (B) establish the Administrative
Agent’s "control" (within the meaning of Section 9-104 of the UCC) over all
Deposit Accounts; and (C) deliver all Instruments to the Administrative
Agent.

      


    
      

    

    1 Because
the LLC Interests being pledged are certificated, the Issuers of the LLC
Interests need to opt-in to Article 8 so that the certificates are securities
for purposes of Article 8.
 

    
      
         


      

      
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    SECTION 6.
 Further
Assurances; Covenants. Each Grantor hereby covenants and agrees
that:

    


    (a)          Covenants in Credit
Agreement.  Further, each Guarantor covenants and agrees with
the Secured Parties that such Guarantor shall observe, comply with and perform
each of the covenants set forth in ARTICLES 5, 6 and 7 of the
Revolving Credit Agreement applicable to such Guarantor.  To the
extent the Borrowers have agreed to cause any Guarantor to perform or observe
any of the covenants set forth in ARTICLES 5, 6 and 7 of the Revolving
Credit Agreement, such covenants shall be applicable to such
Guarantor.

     

    (b)          General.

    


    (i)           Except
upon thirty (30) days prior written notice to the Administrative Agent and delivery to the Administrative Agent of all documents, certificates and information reasonably requested by the
Administrative Agent to maintain the
validity, perfection and priority of the Security Interests
of the Administrative Agent in the Collateral at the Grantors’ cost and expense, the Grantors will not, (A) change any Grantor’s legal name or any trade name used to
identify it in the conduct of its business or in the ownership of its
properties, (B) change the location of any Grantor’s chief executive office, its principal place of business
or any office in which it maintains books or records relating to the Collateral (including the Accounts), which locations shall
be listed on Schedule 3, (C) change its organizational structure to such
extent that any financing statement filed in connection with this Agreement would become misleading, (D) change
its organizational number issued by the Secretary of State, or equivalent
thereof, of the jurisdiction of such Grantor’s organization
or (E) change its jurisdiction of
organization.

     

    (ii)           Each
Grantor hereby authorizes the Administrative Agent, its counsel or its representatives, at any
time and from time to time, to file financing statements, amendments and continuation
statements that describe the collateral covered by such financing statements as
“all assets of Grantor”, “all personal
property of Grantor” or words of similar effect, in such jurisdictions as the
Administrative Agent may deem necessary or desirable in
order to perfect the Security Interests
granted by such Grantor under this Agreement and enable the Administrative Agent
to exercise and enforce its rights and remedies hereunder in respect of the Collateral.  Each Grantor will,
from time to time, at its expense,
execute, deliver, file and record any statement, assignment, instrument,
document, agreement or other paper and take any other action (including any filings with the United States Patent and Trademark Office or the United States Copyright Office, Copyright or Patent filings and any filings of
financing or continuation statements under the UCC) that,
from time to time, may be necessary, or
that the Administrative Agent may reasonably request, in
order to create, preserve, upgrade in rank, perfect, confirm
or validate the Security Interests or to
enable the Administrative Agent to
obtain the full benefits of this Agreement, or to enable the Administrative Agent to exercise and enforce any of its rights, powers and remedies
hereunder with respect to any of its
Collateral.  Each Grantor
hereby authorizes the Administrative Agent to file financing statements, financing statement amendments or
continuation statements on behalf of such Grantor in respect
of the Collateral.  Each Grantor shall pay the
costs of, or incidental to, any recording or filing of any
financing statements, financing statement amendments or continuation statements
concerning the Collateral.
 

    
      
         


      

      
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    (iii)          Each
Grantor will, promptly upon the request of the
Administrative Agent, provide to the Administrative Agent all information and evidence the Administrative Agent may reasonably request concerning the Collateral to enable the Administrative Agent to enforce the provisions
of this Agreement.

     

    (iv)          Each
Grantor shall take all actions necessary or reasonably
requested by the Administrative Agent in order to maintain the perfected status of the Security Interests and to otherwise carry out
the purposes of this Agreement.

     

    (v)           No
Grantor shall file any amendment to, or
termination of, a financing statement naming any Grantor as
debtor and the Administrative Agent as secured party, or any
correction statement with respect thereto, in any jurisdiction until after the
Termination Date.

     

    (vi)          Each
Grantor shall (A) keep the Collateral in good order and repair (ordinary wear and tear
excepted), and (B) promptly pay when due all taxes,
assessments, governmental charges and levies upon its Collateral or incurred in connection with the use or operation of
the Collateral or incurred in connection with this Agreement, except (1) to the extent the validity or amount thereof
is being currently contested in good faith by appropriate proceedings and the
applicable Grantor has set aside on its books adequate reserves with respect
thereto in accordance with GAAP; provided that such Grantor shall in any event
pay such taxes, assessments, charges, levies or claims not later than five (5)
days prior to the date of any proposed sale under any judgment, writ or warrant
of attachment entered or filed against such Grantor or any of the Collateral as
a result of the failure to make such payment or (2) where the failure to make
such payment could not reasonably be expected to result in a Material Adverse
Effect.

     

    (vii)         If
any Collateral is at any time in the possession or control of a warehouseman,
bailee or any agent or processor of such Grantor and the Administrative Agent so
requests during the continuance of an Event of Default, each Grantor shall (A)
notify such Person in writing of the Administrative Agent’s security interest
therein, (B) instruct such Person to hold all such Collateral for the
Administrative Agent’s account and subject to the Administrative Agent’s
instructions and (C) use commercially reasonable efforts to obtain a written
acknowledgment from such Person that it is holding such Collateral for the
benefit of the Administrative Agent.

     

    (viii)        Each
Grantor shall defend its title, and use commercially reasonable
efforts to defend its interest in and to, and the Security Interests in, the Collateral against the claims and demands of all Persons.
 

    
      
         


      

      
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    (ix)           ACI
shall use its commercially reasonable efforts to obtain the approval of the PUC
in the State of Arizona to the grant of a Lien by ACI in favor of Administrative
Agent on the Arizona Collateral.

     

    (x)           On
or before the sixtieth (60th) day
after the Closing Date, the Grantors shall have (i) terminated the UCC financing
statements set forth on Annex 1 to this
Agreement (ii) delivered to Administrative Agent either (A) stock certificates
evidencing 65% of the Pledged Foreign LLC Interests, together with an undated
stock power for each such certificate executed in blank by a duly authorized
officer of the pledgor thereof or (B) stock certificates evidencing the Pledged
Foreign LLC Interests, together with an undated stock power for each such
certificate executed in blank by a duly authorized officer of the pledgor
thereof transferring 65% of the interests evidenced by such
certificates.

     

    (c)           Accounts,
Etc.

    


    (i)           
Each Grantor shall not grant or extend the time for payment of any Account, or
compromise or settle any Account for less than the full amount thereof, or
release any person or property, in whole or in part, from payment thereof, or
allow any credit or discount thereon, in each case, other than as normal and
customary in the ordinary course of a Grantor’s business.

     

    (ii)           With
respect to any Accounts in excess of $100,000 individually or $250,000 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 the Administrative Agent (or its agent or designee) appropriately indorsed to
the Administrative Agent or indorsed in blank:  (i) with respect to
any such Accounts in existence on the date hereof, on or prior to the date
hereof and (ii) with respect to any such Accounts hereafter arising, within ten
(10) days of such Grantor acquiring rights therein.  With respect to
any Accounts in excess of $100,000 individually or $250,000 in the aggregate
which would constitute "electronic chattel paper" under Article 9 of the UCC,
each Grantor shall take all steps necessary to give the Administrative Agent
control over such Accounts (within the meaning of Section 9-105 of the
UCC):  (A) with respect to any such Accounts in existence on the date
hereof, on or prior to the date hereof and (B) with respect to any such
Accounts hereafter arising, within ten (10) days of such Grantor acquiring
rights therein.  Any Account not otherwise required to be delivered or
subjected to the control of the Administrative Agent in accordance with this
subsection (iii) shall be delivered or subjected to such control upon request of
the Administrative Agent.

     

    (d)           Equipment No
Grantor shall permit any Equipment constituting Collateral
to become a fixture to real estate or an accession to other personal
property unless such real estate or personal property is the
subject of a “fixture filing” (as such term defined in the UCC) creating a perfected Lien in favor of the
Administrative Agent other than with respect to Equipment
installed in the ordinary course of business of such
Grantor.


    
      
         


      

      
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    (e)           Intellectual
Property. Whenever a Grantor, either by itself or through any agent,
employee, licensee or designee, shall file an application for the registration
of any Intellectual Property with the United States Patent and Trademark Office,
the United States Copyright Office or any equivalent office or agency in any
other country or any political subdivision thereof, such Grantor shall report
such filing to the Administrative Agent within five (5) Business Days after the
last day of the fiscal quarter in which such filing occurs.  Upon the
request of the Administrative Agent, each Grantor shall, promptly execute and
deliver to the Administrative Agent any document required to acknowledge,
confirm, register, record, or perfect the Administrative Agent's interest in any
part of the Intellectual Property, whether now owned or hereafter
acquired.

    


    (f)           Pledged
Collateral.

    


    (i)           If
any Grantor shall become entitled to
receive or shall receive any Certificated Security (including any Additional Pledged Collateral representing a stock
dividend or a distribution in connection with any reclassification, increase or
reduction of capital or any certificate issued in connection with any
reorganization) or any stock option or similar rights in respect of the Pledged Equity Interests of any Issuer,
including such Additional Pledged Collateral which is in addition to, in substitution of, as a conversion of, or in exchange for, any
ownership interests of the Pledged Equity Interests previously pledged
hereunder, or otherwise in respect thereof, such Grantor
shall accept the same as the agent of the Administrative
Agent, hold the same in trust for the Administrative Agent
and promptly deliver the same forthwith to the Administrative Agent in the exact form received, duly endorsed by
such Grantor to the Administrative Agent, if required, together with an undated
transfer power covering such certificate duly executed in blank by such Grantor, to be held by the Administrative Agent, subject to the terms
hereof, as additional collateral security for the Secured Obligations.  During the continuance of any Event
of Default, any sums paid upon or in respect of the Pledged
Equity Interests upon the liquidation or dissolution of any Issuer (except any liquidation or dissolution of any Loan Party in accordance with the Revolving Credit Agreement) shall
be paid over to the Administrative Agent
to be held by it hereunder as additional
collateral security for the Secured Obligations.  If any property
shall be distributed upon or with respect to the Pledged Equity Interests pursuant to the
recapitalization or reclassification of the capital of any Issuer or pursuant to the reorganization
thereof, the property so distributed shall, unless otherwise subject to a perfected security interest in favor of the Administrative Agent, be delivered to the
Administrative Agent to be held by it
hereunder as additional collateral security for the Secured
Obligations.  If any sums of money or property so paid or distributed
in respect of the Pledged Equity Interests shall be received
by such Grantor, such Grantor shall, until such money or property is paid or delivered to the Administrative Agent, hold such money or
property in trust for Administrative
Agent for the benefit of the Secured Parties, segregated from other funds of such Grantor, as additional collateral security
for the Secured Obligations.
 

    
      
         


      

      
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    (ii)           Each
Grantor shall not permit any Pledged LLC Interests or Pledged Partnership
Interests to (A) be dealt in or traded on a securities exchange or in a
securities market, (B) by its terms expressly provide that it is a Security
governed by Article 8 of the UCC, (C) be an investment company security, (D) be
held in an Investment Account or (E) constitute a Security or Financial Asset,
in each case without (1) in the case of any Certificated Security, delivering
such Certificated Security to the Administrative Agent, together with an undated
stock (or analogous) power in blank executed by a duly authorized officer of the
pledgor thereof and (2) in the case of any Uncertificated Security, executing
and delivering, and causing the applicable Issuer to execute and deliver, to the
Administrative Agent an Uncertificated Securities Account Control Agreement or
Securities Account Control Agreement, as applicable, and such other agreements,
documents and instruments as the Administrative Agent may reasonably
require.

     

    (iii)           Such
Grantor shall deliver to the Administrative Agent, all certificates and
Instruments representing or evidencing any Pledged Collateral (including, within
five (5) days of receipt thereof, Additional Pledged Collateral), whether now
existing or hereafter acquired, in suitable form for transfer by delivery or, as
applicable, accompanied by such Grantor’s endorsement, where necessary, or duly
executed instruments of transfer or assignment in blank, all in form and
substance reasonably satisfactory to the Administrative Agent. While an Event of
Default exists, the Administrative Agent shall have the right, at any time, in
its discretion and without notice to any Grantor, (A) to transfer to or to
register in its name or in the name of its nominees any Pledged Collateral and
(B) to exchange any certificate or instrument representing or evidencing any
Pledged Collateral for certificates or instruments of smaller or larger
denominations.  Except as expressly permitted by the Revolving Credit
Agreement, such Grantor shall not grant “control” (within the meaning of such
term under Article 9-106 of the UCC) over any Investment Property to any Person
other than the Administrative Agent.

     

    (iv)           If
any amount in excess of $100,000 payable under or in connection with any
Collateral owned by such Grantor shall be or become evidenced by an Instrument
or tangible Chattel Paper, such Grantor shall promptly deliver such Instrument
or tangible Chattel Paper to the Administrative Agent, duly executed in a manner
reasonably satisfactory to the Administrative Agent, or, if consented to by the
Administrative Agent, shall mark all such Instruments with the following
legend:  “This writing and the obligations evidenced or secured hereby
are subject to the security interest of SunTrust Bank, as Administrative Agent,
and any purchase or other transfer of this interest is a violation of the rights
of SunTrust Bank, as Administrative Agent.”

     

    (v)           Grantor
shall maintain the Security Interest in such Grantor’s Pledged Collateral as a perfected security interest having at least
the priority described in Section 3
and shall defend such Security Interest against the claims and demands of all
Persons whomsoever.  At any time and from time to time, upon the written request of
the Administrative Agent, and at the sole expense of such
Grantor, such Grantor will promptly and duly execute and
deliver such further instruments and documents and take such
further actions as the Administrative Agent may reasonably
request for the purpose of obtaining or preserving the full benefits of this
Agreement and of the rights and powers herein granted by such Grantor.
 

    
      
         


      

      
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    (vi)         Grantor
shall notify the Administrative Agent of any default under any Pledged Debt
Instruments that could reasonably be expected to result in, either individually
or in the aggregate, a Material Adverse Effect.

     

    (g)          Deposit Accounts, Chattel
Paper,
Investment Property and Letters of Credit.

    


    (i)           Upon
five (5) Business Days after written request by the Administrative Agent, the Grantors shall update
the list of Deposit Accounts and Investment Accounts set forth on Schedule 4
hereto.

     

    (ii)           Each
Grantor shall, within ten (10) days after written request by
the Administrative Agent, in the case of Investment Accounts now maintained, or hereafter opened, deliver
to the Administrative Agent Securities
Account Control Agreements, executed by such Grantor, the
institution at which the Investment Account is located and
the Administrative Agent.

     

    (iii)          No
Grantor shall become the beneficiary of any letter of
credit  with a face amount in excess of $100,000 unless the issuer of
the letter of credit has consented to the assignment of the
Proceeds of such letter of credit to the
Administrative Agent; provided, that such assignment to be in form and substance satisfactory to the
Administrative Agent.

     

    (iv)          Each
Grantor at any time and from time to time, will (A) take such steps as the Administrative Agent may reasonably request for the Administrative Agent to obtain “control” of any
Investment Property, with any agreements establishing
control to be in form and substance reasonably satisfactory
to the Administrative Agent, and (B) insure the continued perfection and priority of the Security Interests in any of the Collateral and
of the preservation of its rights therein.  Each Grantor shall take all steps necessary to grant
the Administrative Agent control of all “transferable records” as defined in each of the Uniform Electronic Transactions Act and the Electronic Signatures in Global and National Commerce
Act.

     

    In
addition to the foregoing, if any Issuer of Investment Property is located in a
jurisdiction outside of the United States of America, 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.

    
 

    (h)          Commercial Tort
Claims.  Each Grantor shall promptly (and in any event within 5
Business Days of the acquisition of such Commercial Tort Claim) notify the
Administrative Agent in writing of any Commercial Tort Claim by or in favor of any Grantor in excess of
$100,000, providing a reasonable description and summary thereof and hereby
authorizes the filing of additional financing statements or amendments to
existing financing statements describing such Commercial Tort Claims, and, if
necessary, shall execute a supplement to this Agreement granting a Security Interest in such Commercial Tort Claim to the
Administrative Agent.


    
      
         


      

      
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    SECTION 7.
 Reporting
and Recordkeeping.  Each Grantor covenants and agrees with the Administrative Agent that, from and after the
date of this Agreement and until the
termination of this Agreement pursuant to Section 16(a):

    


    (a)           Maintenance of Records
Generally.  Each Grantor will mark its
books and records pertaining to its Collateral to evidence this Agreement and the Security
Interests.

    


    (b)           Notices.  In
addition to any other notices required under this Agreement,
each Grantor will advise the Administrative Agent promptly, but in no event later than three (3)
days after the occurrence thereof, in reasonable detail, (i) of any Lien or claim made or asserted against any material
portion of the Collateral that is not expressly permitted by
the terms of this Agreement or the Revolving Credit
Agreement, and (ii) of the occurrence of any other
event which could reasonably be expected to have a Material Adverse Effect on
the aggregate value of the Collateral or on the validity,
perfection or priority of the Security
Interests.

    


    SECTION 8.  General
Authority.  Each
Grantor hereby irrevocably appoints the Administrative Agent its true and lawful attorney-in-fact, with
full power of substitution, in the name of such Grantor, the
Administrative Agent or otherwise, for the sole use and
benefit of the Administrative Agent on its behalf and on
behalf of the Secured Parties, but at such Grantor’s
expense, to exercise, at any time, all or any of the
following powers:

    


    (i)           to
file the financing statements, financing statement amendments and continuation
statements referred to in Section 6(b)(ii) and Section
6(h);

     

    (ii)          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;

     

    (iii)         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, without
limitation, 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 the Administrative Agent in its sole discretion, any such payments
made by the Administrative Agent to become obligations of such Grantor to the
Administrative Agent, due and payable immediately without demand;

     

    (iv)         to
ask, demand, sue for, collect, compromise, receive and give
acquittance for any and all monies due or to become due with
respect to any Collateral or by virtue
thereof;

     

    (v)          to
receive, endorse and collect any drafts or other instruments, documents and
chattel paper in connection with clause (ii) above;
 

    
      
         


      

      
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    (vi)          to
file any claims or take any action or institute any proceedings which the Administrative Agent may deem necessary or appropriate to accomplish the purposes of this Agreement or
otherwise to enforce the rights of the Administrative Agent with respect to any
of the Collateral;

     

    (vii)         to
settle, compromise, compound, prosecute or defend any action or proceeding with
respect to any Collateral;
and

     

    (viii)        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 the Administrative
Agent were the absolute owner thereof for all purposes, and to do, at the
Administrative Agent's option and such Grantor's expense, at any time or from
time to time, all acts and things that the Administrative Agent deems reasonably
necessary to protect, preserve or realize upon the Collateral and the
Administrative Agent's security interest therein in order to effect the intent
of this Agreement, all as fully and effectively as such Grantor might
do.

     

    provided, however, that the
powers described in clauses (iii) through (viii) above may be exercised by the
Administrative Agent only if an Event of
Default has occurred and is continuing.  The appointment as
attorney-in-fact under this Section 8 is irrevocable
and coupled with an interest.

    


    SECTION 9.
 Remedies
Upon an Event of Default.

     

    (a)          General.  If
any Event of Default has occurred and is
continuing:

    


    (i)           The
Administrative Agent may, without further notice to the Grantors, exercise all rights and
remedies under this Agreement or any other Loan Document or that are available to a Secured Party upon default under the
UCC, or that are otherwise available at law or in equity, at
any time, in any order and in any combination, including
collecting any and all Secured Obligations from the Grantors, and, in addition, the Administrative Agent or its designee may sell the Collateral or any part thereof at public or private sale, for cash,
upon credit or for future delivery, and at such price or prices as the Administrative Agent may deem satisfactory.  The Administrative Agent shall give the Grantors no
less than ten (10) days prior written notice of the time and place of any sale
or other intended disposition of Collateral, except for any
Collateral that is perishable or threatens to decline speedily in value or is of a type customarily sold on a
recognized market, in which case the Administrative Agent
shall give notice of such sale as early as possible.  Each Grantor agrees that any such notice constitutes “reasonable notification” within the meaning of Section 9-611
of the UCC (to the
extent such Section or any successor provision under the UCC
is applicable).
 

    
      
         


      

      
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    (ii)           The
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 the 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 the
Administrative Agent at such sale. Each Grantor agrees to execute and deliver such
documents and take such other action as the Administrative Agent deems necessary or advisable in order that any
such sale may be made in compliance with law.  Upon any such sale, the
Administrative Agent shall have the right to deliver, assign and transfer to the
purchaser thereof the Collateral so sold.  Each
purchaser at any such sale shall hold the Collateral so sold
to it absolutely free from any claim or
right of any kind, including any equity or right of
redemption of the Grantors.  To the extent permitted by law, each Grantor hereby
specifically waives all rights of redemption, stay or appraisal which it has or
may have under any law now existing or hereafter adopted.  The notice
(if any) of such sale shall (i) in case of a public sale,
state the time and place fixed for such sale, and (ii) in
the case of a private sale, state the day after which such sale may be
consummated.  Any such public sale shall be held at such time or times
within ordinary business hours and at such place or places as the Administrative Agent may fix in the notice of such
sale.  At any such sale, Collateral may be sold in
one lot as an entirety or in separate parcels, as the Administrative Agent may determine.  The Administrative Agent shall not be obligated to
make any such sale pursuant to any such
notice.  The Administrative Agent may, without
notice or publication, adjourn any public or private sale or cause the same
to be adjourned, from time to time, by announcement at the time and place fixed for the sale,
and such sale may be made at any time or place to which the
same may be so adjourned.  In case of any sale of all or any part of
the Collateral on credit or for future delivery, such Collateral so sold may be retained by the Administrative Agent until the selling price is
paid by the purchaser thereof, but the Administrative Agent
shall not incur any liability in case of the failure of such purchaser to take up and pay for such Collateral so sold
and, in case of any such failure, such Collateral may again
be sold upon like notice.  The Administrative
Agent, instead of exercising the power of sale herein
conferred upon it, may proceed by a suit or suits at law or in equity to foreclose the Security Interests and sell
Collateral, or any portion thereof, under a judgment or
decree of a court or courts of competent jurisdiction.  Each Grantor
agrees that it would not be commercially unreasonable for the 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 the 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 the
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 the Administrative Agent to collect such
deficiency.  Each Grantor further agrees that a breach of any of the
covenants contained in this Section will cause irreparable injury to the
Administrative Agent, that the 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 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 shall in any way alter the rights of the Administrative Agent
hereunder.
 

    
      
         


      

      
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    (iii)          The
Administrative Agent may sell the Collateral without giving any warranties as to
the Collateral.  The 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.

     

    (iv)          For
the purpose of enforcing any and all rights and remedies under this Agreement, the Administrative Agent may (A) require any Grantor to,
and each Grantor agrees that it will, at the joint and
several expense of the Grantors, and upon the Administrative Agent’s request, forthwith assemble all or any part
of its Collateral as directed by the Administrative Agent and make it available at a place designated by
the Administrative Agent which is, in the Administrative Agent’s opinion, reasonably convenient to the Administrative Agent and such Grantor, whether at the premises of such Grantor or otherwise, (B) to the extent permitted by Requirements of Law,
enter, with or without process of law and without breach of the peace, any
premises where any such Collateral is or may be located and,
without charge or liability to the Administrative Agent, seize and remove such Collateral from such premises, (C) have access to and use such Grantor’s books and records, computers and software relating to the Collateral, and (D) prior to the disposition of any of the Collateral,
store or transfer such Collateral without charge in or by
means of any storage or transportation facility owned or leased by such Grantor, process, repair or recondition such Collateral or otherwise prepare it for disposition in any manner
and, to the extent the Administrative
Agent deems appropriate and in connection with such preparation and disposition,
use without charge any Intellectual Property used by such
Grantor.

     

    (v)          Without
limiting the generality of the foregoing, if any Event of
Default has occurred and is continuing:

     

    (A)           Upon
the Administrative Agent’s request, each Grantor will promptly notify each Account
Debtor, in respect of any Account or
Instrument of such Grantor that constitutes Collateral, that such Collateral has been assigned to the Administrative Agent hereunder and that any
payments due or to become due in respect of such Collateral are to be made directly to the Administrative
Agent.  Notwithstanding the foregoing, each Grantor hereby authorizes the Administrative
Agent, upon the occurrence and during the continuance of an Event of Default: (1) to
directly contact and notify the Account Debtors or obligors
under any Accounts of the assignment of such Collateral to the Administrative Agent; (2) to direct such Account Debtor or obligors
to make payment of all amounts due or to
become due thereunder directly to the Administrative Agent; and (3) upon such
notification and at the expense of such Grantor, to enforce collection of any such Accounts 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.  Once any such notice has
been given to any such Account Debtor or
other Person obligated on the Collateral, such Grantor shall not give any
contrary instructions to such Account
Debtor or other Person without the Administrative Agent’s prior written consent.  If,
notwithstanding the giving of any notice, any such Account
Debtor or other Person shall make payments to a Grantor, such Grantor
shall hold all such payments it receives in trust for the Administrative Agent, for the account of the Secured Parties, and
shall immediately, upon receipt, deliver the same to the
Administrative Agent.
 

    
      
         


      

      
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    (B)           The
Administrative Agent may establish or cause to be established one or more lockboxes or other arrangements for
the deposit of Proceeds of such
Accounts, and in such case, each Grantor shall cause to be forwarded to the Administrative Agent, on a daily basis, all checks and other items
of payment and deposit slips related thereto for deposit in such
lockboxes.

     

    (b)          Intellectual
Property.  If any Event of Default has occurred and is
continuing:

    


    (i)           The
Administrative Agent may (without assuming any obligations or
liability thereunder), at any time and from time to time, enforce (and shall have the exclusive right to enforce) against any licensee or sublicensee all rights and
remedies of any Grantor in, to and under
any Licenses and take or refrain from
taking any action in connection therewith.  Each Grantor hereby releases the Administrative
Agent from, and agrees to hold the
Administrative Agent free and harmless from and against any claims arising out of, any lawful action so
taken or omitted to be taken with respect hereto, except for the Administrative Agent’s
gross negligence or willful misconduct, as determined by a final and
non-appealable decision of a court of competent jurisdiction.

     

    (ii)          Upon
request by the Administrative Agent, each Grantor agrees to execute and deliver to the Administrative Agent powers of attorney,
in form and substance satisfactory to the Administrative Agent, for the implementation of any lease,
assignment, license, sublicense, grant of option, sale or other disposition of
any Intellectual Property.  In the event of any
such disposition pursuant to this Section, each such Grantor shall supply to the Administrative Agent (A) its know-how and
expertise relating to the manufacture and sale of the
products bearing Trademarks or the products or services made
or rendered in connection with Patents or Copyrights, and (B) its customer lists and
other records relating to such Intellectual Property and the distribution of said
products.

     

    (iii)         Solely
for the purpose of enabling the Administrative Agent to exercise rights and
remedies under this Section 9 and at such
time as the Administrative Agent shall be lawfully entitled to exercise such
rights and remedies, each Grantor hereby grants to the 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.
 

    
      
         


      

      
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    (c)          Pledged
Collateral.  If any Event of Default has occurred and is
continuing:

     

    (i)           The
Administrative Agent may transfer and register in its name or in the name of its
nominee the whole or any part of the Pledged Collateral, exchange certificates
or instruments representing or evidencing Pledged Collateral for certificates or
instruments of smaller or larger denominations, exercise the voting (if any) and
all other rights as a holder with respect thereto, collect and receive all cash
dividends, interest, principal and other distributions made thereon and
otherwise act with respect to the Pledged Collateral as though Administrative
Agent was the outright owner thereof. EACH GRANTOR HEREBY IRREVOCABLY
CONSTITUTES AND APPOINTS ADMINISTRATIVE AGENT UPON THE OCCURRENCE OF AN EVENT OF
DEFAULT AND DURING THE CONTINUATION OF SUCH EVENT OF DEFAULT, AS THE PROXY AND
ATTORNEY-IN-FACT OF SUCH GRANTOR WITH RESPECT TO THE PLEDGED COLLATERAL,
INCLUDING THE RIGHT TO VOTE THE PLEDGED COLLATERAL, WITH FULL POWER OF
SUBSTITUTION TO DO SO.  THE APPOINTMENT OF ADMINISTRATIVE AGENT AS
PROXY AND ATTORNEY-IN-FACT IS COUPLED WITH AN INTEREST AND SHALL BE IRREVOCABLE
UNTIL THE TERMINATION DATE.  IN ADDITION TO THE RIGHT TO VOTE THE
PLEDGED COLLATERAL, UPON THE OCCURRENCE OF AN EVENT OF DEFAULT AND DURING THE
CONTINUATION OF SUCH EVENT OF DEFAULT, THE APPOINTMENT OF ADMINISTRATIVE AGENT
AS PROXY AND ATTORNEY-IN-FACT SHALL INCLUDE THE RIGHT TO EXERCISE ALL OTHER
RIGHTS, POWERS, PRIVILEGES AND REMEDIES TO WHICH A HOLDER OF THE PLEDGED
COLLATERAL WOULD BE ENTITLED (INCLUDING GIVING OR WITHHOLDING WRITTEN CONSENTS
OF SHAREHOLDERS OR OTHER EQUITY OWNERS, CALLING SPECIAL MEETINGS OF SHAREHOLDERS
OR OTHER EQUITY OWNERS AND VOTING AT SUCH MEETINGS). SUCH PROXY SHALL BE
EFFECTIVE AUTOMATICALLY UPON THE OCCURRENCE OF AN EVENT OF DEFAULT AND DURING
THE CONTINUATION OF SUCH EVENT OF DEFAULT AND WITHOUT THE NECESSITY OF ANY
ACTION (INCLUDING ANY TRANSFER OF ANY PLEDGED COLLATERAL ON THE RECORD BOOKS OF
THE ISSUER THEREOF) BY ANY PERSON (INCLUDING THE ISSUER OF THE PLEDGED
COLLATERAL OR ANY OFFICER OR AGENT THEREOF).  NOT IN LIMITATION OF THE
FOREGOING, each Grantor consents to the transfer of any Pledged Partnership
Interest, any Pledged LLC Interest and any Pledged Trust Interest to the
Administrative Agent or its nominee after the occurrence and during the
continuance of an Event of Default and to the substitution of the Administrative
Agent or its nominee as a partner in any partnership, as a member in any limited
liability company or as a beneficiary in any trust agreement, with all the
rights and powers related thereto.  NOTWITHSTANDING THE FOREGOING, THE
ADMINISTRATIVE AGENT SHALL NOT HAVE ANY DUTY TO EXERCISE ANY SUCH RIGHT OR TO
PRESERVE THE SAME AND SHALL NOT BE LIABLE FOR ANY FAILURE TO DO SO OR FOR ANY
DELAY IN DOING SO.
 

    
      
         


      

      
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    (ii)          If,
at any time when Administrative Agent shall determine to exercise its right to
sell the whole or any part of the Pledged Equity Interests hereunder, such
Pledged Equity Interests or the part thereof to be sold shall not, for any
reason whatsoever, be effectively registered under the Securities Act of 1933,
as amended (or any similar statute then in effect) (the “Act”), Administrative
Agent may, in its discretion (subject only to applicable requirements of law),
sell such Pledged Equity Interests or part thereof by private sale in such
manner and under such circumstances as Administrative Agent may deem necessary
or advisable, but subject to the other requirements of this Section 9, and shall
not be required to effect such registration or to cause the same to be
effected.  Without limiting the generality of the foregoing, in any
such event, Administrative Agent in its discretion (x) may, in accordance with
applicable securities laws, proceed to make such private sale notwithstanding
that a registration statement for the purpose of registering such Pledged Equity
Interests or part thereof could be or shall have been filed under said Act (or
similar statute), (y) may approach and negotiate with a single possible
purchaser to effect such sale, and (z) may restrict such sale to a purchaser who
is an accredited investor under the Act and who will represent and agree that
such purchaser is purchasing for its own account, for investment and not with a
view to the distribution or sale of such Pledged Equity Interests or any part
thereof.  In addition to a private sale as provided above in this
Section
9(c)(ii), if any of the Pledged Equity Interests shall not be freely
distributable to the public without registration under the Act (or similar
statute) at the time of any proposed sale pursuant to this Section 9(c)(ii),
then the Administrative Agent shall not be required to effect such registration
or cause the same to be effected but, in its discretion (subject only to
applicable requirements of law), may require that any sale hereunder (including
a sale at auction) be conducted subject to restrictions:

     

    (A)         
as to the financial sophistication and ability of any Person permitted to bid or
purchase at any such sale;

     

    (B)         
as to the content of legends to be placed upon any certificates representing the
Pledged Equity Interests sold in such sale, including restrictions on
future transfer thereof;

     

    (C)         
as to the representations required to be made by each Person bidding or
purchasing at such sale relating to that Person’s access to financial
information about any Grantor and such Person’s intentions as to the holding of
the Pledged Equity Interests so sold for investment for its own account and
not with a view to the distribution thereof; and

     

    (D)         
as to such other matters as Administrative Agent may, in its discretion, deem
necessary or appropriate in order that such sale (notwithstanding any failure so
to register) may be effected in compliance with the Bankruptcy Code and other
laws affecting the enforcement of creditors’ rights and the Act and all
applicable state securities laws.
 

    
      
         


      

      
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    (iii)           Grantors
recognize that Administrative Agent may be unable to effect a public sale of any
or all the Pledged Equity Interests and may be compelled to resort to one
or more private sales thereof in accordance with clause (c)
above.  Each Grantor also acknowledges that any such private sale may
result in prices and other terms less favorable to the seller than if such sale
were a public sale and, notwithstanding such circumstances, agrees that any such
private sale shall not be deemed to have been made in a commercially
unreasonable manner solely by virtue of such sale being
private.  Administrative Agent shall be under no obligation to delay a
sale of any of the Pledged Equity Interests for the period of time
necessary to permit an Issuer to register such securities for public sale under
the Act, or under applicable state securities laws, even if such Grantor and the
Issuer would agree to do so.

     

    (d)           Enforcement by
Administrative Agent Only.  The Administrative
Agent, on behalf of the Secured Parties, and, by accepting the benefits of this
Agreement, the Secured Parties, expressly acknowledge and
agree that this Agreement may be enforced only by the action
of the Administrative Agent and that no other Secured Party shall have any right individually to seek to enforce or to
enforce this Agreement or to realize
upon the collateral security to be granted hereby, it being
understood and agreed that such rights and remedies shall be exercised
exclusively by the Administrative Agent, for the benefit of
the Secured Parties, upon the terms of this Agreement.

    


    SECTION 10.
 Limitation
on the Administrative
Agent’s Duty
in Respect of Collateral.

    


    (a)           The
powers conferred on the Administrative Agent hereunder are solely to protect the
interests of the Secured Parties in the Collateral and shall not impose any duty
upon the Administrative Agent or any Secured Party to exercise any such
powers.  The 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.  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, the 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.  The
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 the Administrative Agent
accords its own property.  Neither the 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, the Administrative
Agent may itself perform, or cause performance of, such agreement, and the
expenses of the Administrative Agent incurred in connection therewith shall be
payable by each Grantor under Section 13 of this
Agreement.
 

    
      
         


      

      
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    (b)           The
Administrative Agent shall not be liable or responsible for any
loss or damage to any of the Grantors’
Collateral, or for any diminution in the value thereof, by
reason of the act or omission of any warehouseman, carrier, forwarding agency,
consignee or other agent or bailee selected by the Administrative Agent in good faith.

     

    (c)           Neither
the Administrative Agent nor any Secured
Party shall be required to marshal any present or future
Collateral for, or other assurance of payment of, the Secured Obligations or to resort to such Collateral or other assurances of
payment in any particular order.  All of the rights of the Administrative Agent hereunder and the Administrative Agent or any other Secured Party
in respect of such Collateral and other assurances of
payment shall be cumulative and in addition to all other
rights, however existing or arising.  To the extent that it lawfully
may, each Grantor hereby agrees that it will not invoke any
law relating to the marshalling of collateral which might
cause delay in or impede the enforcement of the Administrative Agent’s rights under this Agreement or under any other instrument creating or evidencing any
of the Secured Obligations and, to the
extent that it lawfully may, each Grantor hereby irrevocably
waives the benefit of all such laws.

     

    SECTION 11.
 Application
of Proceeds. All monies collected by the Administrative Agent upon the sale or other disposition of any
Collateral pursuant to: (i) the
enforcement of this Agreement; (ii) the
exercise of any of the remedial provisions hereof, together
with all other monies received by the Administrative Agent
hereunder (including all monies received
in respect of post-petition interest) as a result of the enforcement or exercise
of any remedial rights hereunder; (iii) any distribution of any Collateral upon the bankruptcy, arrangement, receivership,
assignment for the benefit of creditors or any other action or proceeding
involving the readjustment of the obligations and indebtedness of any Grantor, or the application of any Collateral
to the payment thereof or any distribution of Collateral upon the liquidation or dissolution of any Grantor; or (iv) the winding up of the assets or business of
any Grantor; in each case shall be applied in the manner set
forth in the Revolving Credit Agreement.  It is understood and agreed
that each Grantor shall remain liable to
the Secured Parties to the extent
of any deficiency between (x) the amount of the Proceeds of the Collateral received by the
Administrative Agent hereunder and
(y) the aggregate amount of the Secured
Obligations.

    


    SECTION 12.
 Appointment
of Co-Agents.  At
any time or times, in order to comply with any legal
requirement in any jurisdiction, the Administrative Agent
may appoint another bank or trust company or one or more other Persons reasonably acceptable to the Secured Parties and, so long as no Event
of Default has occurred or is continuing, the Grantors,
either to act as co-agent or co-agents, jointly with the
Administrative Agent, or to act as
separate agent or agents on behalf of the Administrative
Agent and the Secured Parties with such power and
authority as may be necessary for the effectual operation of the provisions
hereof and specified in the instrument of appointment (which
may, in the discretion of the Administrative Agent, include provisions for the protection of such co-agent or separate
agent similar to the provisions of this Section
12).


    
      
         


      

      
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    SECTION 13.  Indemnity;
Expenses.

    


    (a)           Each
Grantor jointly and severally agrees to indemnify, reimburse and hold the
Administrative Agent and each other Secured Party and their respective
successors, assigns, employees, officers, directors, affiliates, agents and
servants (hereinafter in this Section referred to individually as an “Indemnitee,” and,
collectively, as “Indemnitees”)
harmless from any and all liabilities, obligations, losses, damages, injuries,
penalties, claims, demands, actions, suits, judgments and any and all costs,
expenses or disbursements (including attorneys’ fees and expenses) of whatsoever
kind and nature imposed on, asserted against or incurred by any of the
Indemnitees in any way relating to or arising out of this Agreement, any other
Loan Document or any other document executed in connection herewith or therewith
or in any other way connected with the administration of the transactions
contemplated hereby or thereby or the enforcement of any of the terms of, or the
preservation of any rights under any thereof, or in any way relating to or
arising out of the manufacture, ownership, ordering, purchase, delivery,
control, acceptance, lease, financing, possession, operation, condition, sale,
return or other disposition, or use of the Collateral (including latent or other
defects, whether or not discoverable), including the violation by any Grantor of
the laws of any country, state or other governmental body or unit, any tort
(including claims arising or imposed under the doctrine of strict liability, or
for or on account of injury to or the death of any Person (including any
Indemnitee), or property damage), or contract claim; provided, that such
indemnity shall not, as to any Indemnitee, be available to the extent that such
liabilities, obligations, losses, damages, injuries, penalties, claims, demands,
actions, suits, judgments or related costs, expenses or disbursements (i) are
determined by a court of competent jurisdiction by final and nonappealable
judgment to have resulted from the gross negligence or willful misconduct of
such Indemnitee or (ii) result from a claim brought by any Grantor against an
Indemnitee for breach in bad faith of such Indemnitee’s obligations hereunder,
if such Grantor has obtained a final and nonappealable judgment in its favor on
such claim as determined by a court of competent jurisdiction.  Each
Grantor agrees that upon written notice by any Indemnitee of the assertion of
such a liability, obligation, loss, damage, injury, penalty, claim, demand,
action, suit or judgment, such Grantor shall assume full responsibility for the
defense thereof.  Each Indemnitee agrees to promptly notify such
Grantor of any such assertion of which such Indemnitee has
knowledge.

    


    (b)           Without
limiting the application of subsection (a) above, each Grantor agrees, jointly
and severally, to pay or reimburse the Administrative Agent upon demand for any
and all reasonable fees, costs and expenses of whatever kind or nature incurred
in connection with the creation, preservation or protection of the Security
Interests in the Collateral, including all fees and taxes in connection with the
recording or filing of instruments and documents in public offices, payment or
discharge of any taxes or Liens upon or in respect of the Collateral, premiums
for insurance with respect to the Collateral and all other fees, costs and
expenses in connection with protecting, maintaining or preserving the Collateral
and the Administrative Agent’s interest therein, whether through judicial
proceedings or otherwise, or in defending or prosecuting any actions, suits or
proceedings arising out of or relating to the Collateral.

     

    (c)           If
and to the extent that the obligations of any Grantor under this Section are
unenforceable for any reason, such Grantor hereby agrees to make the maximum
contribution to the payment and satisfaction of such obligations that is
permissible under Requirement of Law.  This Section 13 shall
survive the termination of this Agreement.

     

    
      
         


      

      
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    SECTION 14.  Security Interest
Absolute.

    


    All
rights of the Administrative Agent, the Security Interests, and all obligations
of the Grantors’ hereunder, shall be absolute and unconditional irrespective
of:

    


    (a)          the
bankruptcy, insolvency or reorganization of any Grantor or any of their
Subsidiaries;

    


    (b)          any
lack of validity or enforceability of any Loan Document;

    


    (c)          any
change in the time, manner or place of payment of, or in any other term of, all
or any of the Secured Obligations, or any other amendment or waiver of or any
consent to any departure from the Loan Documents including any increase in the
Secured Obligations resulting from the extension of additional credit to any
Grantor or any of their Subsidiaries or otherwise;

    


    (d)          any
taking, exchange, release or non-perfection of any Collateral, or any taking,
release or amendment or waiver of or consent to departure from any guarantee,
for all or any of the Secured Obligations;

    


    (e)          any
manner of application of Collateral, or Proceeds thereof, to all or any of the
Secured Obligations, or any manner of sale or other disposition of any
Collateral for all or any part of the Secured Obligations or any other assets of
any Grantor or any of their Subsidiaries;

    


    (f)           any
change, restructuring or termination of the structure or existence of any
Grantor or any of their Subsidiaries; or

    
 

    (g)          any
other circumstance which might otherwise constitute a defense available to, or a
discharge of, any Grantor or a third party grantor.

    


    SECTION 15.  Additional
Grantors. If,
pursuant to Section 5.10 of the Revolving Credit Agreement, the Borrowers
shall be required to cause any Person that is not a Grantor to become a Grantor
hereunder, such Person shall execute and deliver to the Administrative Agent a
Guaranty and Security Agreement Supplement substantially in the form of Exhibit D hereto and
shall thereafter for all purposes be party hereto as a “Grantor” and
“Guarantor”, if applicable, having the same rights, benefits and obligations as
a Grantor and Guarantor, respectively, initially party hereto.  The
execution and delivery of any instrument adding an additional Grantor and
Guarantor, if applicable, as a party to this Agreement shall not require the
consent of any other Grantor hereunder.  The rights and obligations of
each Grantor as a “Grantor” and “Guarantor” hereunder shall remain in full force
and effect notwithstanding the addition of any new Grantor as a party to this
Agreement.

     

    
      
         


      

      
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    SECTION 16.  Termination
of Security Interests; Release of Collateral. 

    


    (a)           On
the Termination Date, the Security Interests shall terminate and all rights to
the Collateral shall revert to the Grantors.

    


    (b)          In
the event that any part of the Collateral or any Grantor is sold, dissolved or
otherwise disposed of strictly in accordance with the terms of the Loan
Documents and the Proceeds of any such sale, disposition, dissolution or other
release are applied strictly in accordance with the terms of the Loan Documents,
to the extent required to be so applied, the Administrative Agent, upon request
of Grantor, shall confirm to such Grantor in writing that such Collateral or
such Grantor will be sold, disposed of, released or dissolved free and clear of
the Secured Obligations and/or the Security Interests created by this Agreement
and all rights to such Collateral shall revert back to such Grantor and the
Administrative Agent, at the request and expense of the relevant Grantor, will
take such actions as set forth in subsection (d) of this Section 16 following
such release.

    


    (c)           At
any time that any Grantor desires written confirmation in accordance with
subsection (b)
of this Section
16 that any part of the Collateral of any Grantor be sold, dissolved or
otherwise disposed of strictly in accordance with the terms of the Loan
Documents, such Grantor shall deliver to the Administrative Agent a certificate
signed by a Responsible Officer of such Grantor stating that the release of the
respective Collateral is permitted strictly in accordance with the terms of the
Loan Documents and the Proceeds of any such sale, disposition, dissolution or
other release are applied strictly in accordance with the terms of the Loan
Documents, to the extent required to be so applied.

    


    (d)           Upon
any such termination of the Security Interests or release of such Collateral
pursuant to such Grantor’s satisfaction of the condition set forth in
subsection (c) of this Section 16 and the
Administrative Agent’s written notification of compliance therewith, the
Administrative Agent will, at the expense of such Grantor, deliver to such
Grantor any Collateral held by the Administrative Agent hereunder and execute
and deliver to such Grantor such documents as such Grantor shall reasonably
request, but without recourse or warranty to the Administrative Agent, including
written authorization to file termination statements to evidence the termination
of the Security Interests in such Collateral.

    


    (e)           The
Administrative Agent shall have no liability whatsoever to any other Secured
Party as the result of any release of Collateral by it in accordance with (or
which the Administrative Agent in the absence of gross negligence or willful
misconduct believes to be in accordance with) this Section 16.

    


    SECTION 17.  Reinstatement.  This
Agreement shall remain in full force and effect and continue to be effective
should any petition be filed by or against any Grantor for liquidation or
reorganization, should any Grantor become insolvent or make an assignment for
the benefit of any creditor or creditors or should a receiver or trustee be
appointed for all or any significant part of any Grantor’s assets, and shall
continue to be effective or be reinstated, as the case may be, if at any time
payment and performance of the Secured Obligations, or any part thereof, is,
pursuant to any Requirement of Law, rescinded or reduced in amount, or must
otherwise be restored or returned by any obligee of the Secured Obligations,
whether as a “voidable preference,” “fraudulent conveyance,” “fraudulent
transfer” or otherwise, all as though such payment or performance had not been
made.  In the event that any payment, or any part thereof, is
rescinded, reduced, restored or returned, the Secured Obligations shall be
reinstated and deemed reduced only by such amount paid and not so rescinded,
reduced, restored or returned.


    
      
         


      

      
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    SECTION 18.  Notices.  All
notices, requests and other communications hereunder shall be given in the
manner provided for in Section 10.1 of the Revolving Credit Agreement and shall
be given to: (a) the Borrowers and the Administrative Agent at their respective
addresses for notices provided for Section 10.1 of the Revolving Credit
Agreement and (b) each other Grantor c/o the Borrowers at their address for
notices provided for in the Revolving Credit Agreement.

    


    SECTION 19.  No
Waiver; Remedies Cumulative.  No failure or delay by the
Administrative Agent in exercising any right or remedy hereunder, and no course
of dealing between any Grantor on the one hand and the Administrative Agent or
any Secured Party on the other hand shall operate as a waiver thereof, nor shall
any single or partial exercise of any right or remedy hereunder or any other
Loan Document preclude any other or further exercise thereof or the exercise of
any other right or remedy hereunder or thereunder.  The rights and
remedies herein and in the other Loan Documents are cumulative and not exclusive
of any rights or remedies that the Administrative Agent would otherwise
have.  No notice to or demand on any Grantor not required hereunder in
any case shall entitle any Grantor to any other or further notice or demand in
similar or other circumstances or constitute a waiver of the Administrative
Agent’s rights to any other or further action in any circumstances without
notice or demand.

    


    SECTION 20.  Successors
and Assigns.  This Agreement and all obligations of each
Grantor hereunder shall be binding upon the successors and assigns of such
Grantor (including any debtor-in-possession on behalf of such Grantor) and
shall, together with the rights and remedies of the Administrative Agent, for
the benefit of the Secured Parties, hereunder, inure to the benefit of the
Administrative Agent, the Secured Parties, all future holders of any instrument
evidencing any of the Secured Obligations and their respective successors and
assigns.  No sales of participations, other sales, assignments,
transfers or other dispositions of any agreement governing or instrument
evidencing the Secured Obligations or any portion thereof or interest therein
shall in any manner affect the Lien granted to the Administrative Agent for the
benefit of the Secured Parties hereunder.  No Grantor may assign,
sell, hypothecate or otherwise transfer any interest in or obligation under this
Agreement without the prior written consent of the Secured Parties.

    


    SECTION 21.  Amendments.  No
amendment or waiver of any provision of this Agreement, nor consent to any
departure by any Grantor herefrom, shall in any event be effective unless the
same shall be in writing and signed by the Administrative Agent on behalf of the
Secured Parties and then such waiver or consent shall be effective only in the
specific instance and for the specific purpose for which given.

     

    
      
         


      

      
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    SECTION 22.  Governing
Law; Waiver of Jury Trial.

    


    (a)           THIS
AGREEMENT AND ALL MATTERS RELATING HERETO OR ARISING HEREFROM (WHETHER SOUNDING
IN CONTRACT LAW, TORT LAW OR OTHERWISE), SHALL BE GOVERNED BY, AND SHALL BE
CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK,
WITHOUT REGARD TO CONFLICTS OF LAWS PRINCIPLES (OTHER THAN SECTIONS 5-1401 AND
5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW).  EACH GRANTOR HEREBY
CONSENTS TO THE JURISDICTION OF THE UNITED STATES DISTRICT COURT OF THE SOUTHERN
DISTRICT OF NEW YORK, AND OF THE SUPREME COURT OF THE STATE OF NEW YORK SITTING
IN NEW YORK COUNTY AND ANY APPELLATE COURT FROM ANY THEREOF, AND IRREVOCABLY
AGREES THAT, SUBJECT TO ADMINISTRATIVE AGENT’S ELECTION, ALL ACTIONS OR
PROCEEDINGS ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE OTHER LOAN
DOCUMENTS SHALL BE LITIGATED IN SUCH COURTS.  EACH GRANTOR EXPRESSLY
SUBMITS AND CONSENTS TO THE JURISDICTION OF THE AFORESAID COURTS AND WAIVES ANY
DEFENSE OF FORUM OF ANY AND ALL NON CONVENIENS.  EACH GRANTOR HEREBY
WAIVES PERSONAL SERVICE PROCESS AND AGREES THAT ALL SUCH SERVICE OF PROCESS MAY
BE MADE UPON SUCH GRANTOR BY CERTIFIED OR REGISTERED MAIL, RETURN RECEIPT
REQUESTED, ADDRESSED TO ADMINISTRATIVE BORROWER AT THE ADDRESS SET FORTH IN THIS
AGREEMENT AND SERVICE SO MADE SHALL BE COMPLETE TEN (10) DAYS AFTER THE SAME HAS
BEEN POSTED.

    


    (b)           EACH
GRANTOR AND ADMINISTRATIVE AGENT HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO
TRIAL BY JURY IN ANY LEGAL ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO
THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY AND AGREES THAT ANY SUCH
ACTION OR PROCEEDING SHALL BE TRIED BEFORE A COURT AND NOT BEFORE A
JURY.  EACH GRANTOR AND ADMINISTRATIVE AGENT ACKNOWLEDGES THAT THIS
WAIVER IS A MATERIAL INDUCEMENT TO ENTER INTO A BUSINESS RELATIONSHIP, THAT EACH
HAS RELIED ON THE WAIVER IN ENTERING INTO THIS AGREEMENT, AND THAT EACH WILL
CONTINUE TO RELY ON THIS WAIVER IN THEIR RELATED FUTURE
DEALINGS.  EACH GRANTOR AND ADMINISTRATIVE AGENT WARRANTS AND
REPRESENTS THAT EACH HAS HAD THE OPPORTUNITY OF REVIEWING THIS JURY WAIVER WITH
LEGAL COUNSEL, AND THAT EACH KNOWINGLY AND VOLUNTARILY WAIVES ITS JURY TRIAL
RIGHTS.

    


    SECTION 23.  Severability.  In
case any provision in or obligation under this Agreement shall be invalid,
illegal or unenforceable, in whole or in part, 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.

    


    SECTION 24.  Counterparts.  This
Agreement may be executed in any number of counterparts and by the different
parties hereto on separate counterparts (including by telecopy), but all of
which shall together constitute one and the same instrument.  Delivery
of an executed counterpart of this Agreement by facsimile shall be equally
effective as delivery of an original executed counterpart.


    
      
         


      

      
        44

        
          

        

      

      
         


      

    

     

    SECTION 25.  Headings
Descriptive.  The headings of the several sections and
subsections of this Agreement are inserted for convenience only and shall not in
any way affect the meaning or construction of any provision of this
Agreement.

    


    SECTION 26.  Setoff
Rights .  In addition to any rights now or hereafter granted
under applicable law and not by way of limitation of any such rights, each
Secured Party shall have the right, at any time or from time to time upon the
occurrence and during the continuance of an Event of Default, without prior
notice to the Guarantors, any such notice being expressly waived by the
Guarantors to the extent permitted by applicable law, to set off and apply
against all deposits (general or special, time or demand, provisional or final)
of the Guarantors at any time held or other obligations at any time owing by
such Secured Party to or for the credit or the account of the Guarantors against
any and all Secured Obligations held by such Secured Party, irrespective of
whether such Secured Party shall have made demand hereunder and although such
Secured Obligations may be contingent or unmatured.  Each Secured
Party agrees promptly to notify the Administrative Agent and the applicable
Guarantor after any such set-off and any application made by such Secured Party;
provided, that
the failure to give such notice shall not affect the validity of such set-off
and application.  Each Secured Party agrees to apply all amounts
collected from any such set-off to the Secured Obligations before applying such
amounts to any other Indebtedness or other obligations owed by the Guarantors to
such Secured Party.  Any Secured Party exercising a right of set off
under this Section
26 shall purchase for cash (and the other Secured Parties shall sell)
interests in each of such other Secured Party’s Pro Rata Share of the Secured
Obligations as would be necessary to cause all Secured Parties to share the
amount so set off with each other Secured Party in accordance with their
respective Pro Rata Share of the Secured Obligations.

    


    [Signatures
on Following Page]


    
      
         


      

      
        45

        
          

        

      

      
         


      

    
 

    IN WITNESS WHEREOF, the
parties hereto have caused this Guaranty and Security Agreement to be duly
executed and delivered by their duly authorized officers as of the day and year
first above written.

     

    
      
        
          
            	
                    GRANTORS:

                  	
                    ABOVENET,
      INC.

                  
	 
      	 
      	 
      
	 
      	
                     By:

                  	
                    /s/ Robert Sokota

                  
	 
      	
                    Name: 

                  	
                    Robert
      Sokota

                  
	 
      	
                    Title:

                  	
                    Senior
      Vice President, General Counsel

                    and
      Secretary

                  
	 	 	 
	 
      	
                    ABOVENET
      COMMUNICATIONS, INC.

                  
	 
      	 
      	 
      
	 
      	
                     By:

                  	
                    /s/ Robert Sokota

                  
	 
      	
                    Name:

                  	
                    Robert
      Sokota

                  
	 
      	
                    Title:

                  	
                    Senior
      Vice President, General Counsel

                    and
      Secretary

                  
	 	 	 
	 
      	
                    ABOVENET
      OF UTAH, L.L.C.

                  
	 
      	 
      	 
      
	 
      	
                     By:

                  	
                    /s/ Robert Sokota

                  
	 
      	
                    Name:

                  	
                    Robert
      Sokota

                  
	 
      	
                    Title:

                  	
                    Senior
      Vice President, General Counsel

                    and
      Secretary

                  
	 	 	 
	 
      	
                    ABOVENET
      OF VA, L.L.C.

                  
	 
      	 
      	 
      
	 
      	
                     By:

                  	
                    /s/ Robert Sokota

                  
	 
      	
                    Name:

                  	
                    Robert
      Sokota

                  
	 
      	
                    Title:

                  	
                    Senior
      Vice President, General Counsel

                    and
      Secretary

                  


          

        

      

    

    


     (Signature
Page to Guaranty and Security Agreement)


    
      
         


      

      
        
        

        
          

        

      

      
         


      

    

    


    
      	 
      	
              ABOVENET
      INTERNATIONAL, INC.

            
	 
      	 
      	 
      
	 
      	
               By:

            	
              /s/ Robert Sokota

            
	 
      	
              Name: 

            	
              Robert
      Sokota

            
	 
      	
              Title:

            	
              Senior
      Vice President, General Counsel

              and
      Secretary

            


    

    


    (Signature
Page to Guaranty and Security Agreement)


    
      
         


      

      
        
        

        
          

        

      

      
         


      

    

    


    
      
        	
                ADMINISTRATIVE
      AGENT:

              	
                SUNTRUST
      BANK, as Administrative Agent

              
	 
      	 
      	 
      
	 
      	
                 By:

              	
                /s/
      Kevin Curtin

              
	 
      	
                Name: 

              	
                Kevin
      Curtin

              
	 
      	
                Title:

              	
                Vice
      President

              


      

    

    


    (Signature
Page to Guaranty and Security Agreement)


    
      
         


      

      
        
        

        
          

        

      

      
         


      

    

     

    
      Schedule
1

      


      Jurisdiction
of Organization; Organizational Identification Number; Legal Name

      


      


      
        
          
            
              
                
                  	
                          Full
      Legal Name

                        	
                          Type
      of Entity

                        	
                          State
      of Organization

                        	
                          Organizational
      Identification Number

                        	
                          Federal
      Employer Identification Number

                        
	
                          AboveNet,
      Inc.

                        	
                          Corporation

                        	
                          Delaware

                        	
                          2332346

                        	
                          11-3168327

                        
	
                          AboveNet
      Communications, Inc.

                        	
                          Corporation

                        	
                          Delaware

                        	
                          2842465

                        	
                          13-3982836

                        
	
                          AboveNet
      of Utah, L.L.C.

                        	
                          Limited
      liability company

                        	
                          Delaware

                        	
                          3218486

                        	
                          06-834263

                        
	
                          AboveNet
      of VA, L.L.C.

                        	
                          Limited
      liability company

                        	
                          Virginia

                        	
                          S025488

                        	
                          13-3982862

                        
	
                          AboveNet
      International, Inc.

                        	
                          Corporation

                        	
                          Delaware

                        	
                          2988988

                        	
                          13-4039997

                        


                

              

            

          

        

      

       

      
 

      
        
           

        

        
           

          
            

          

        

        
           

        

      

       

      Schedule
2

      


      


      Names;
Trade Names; Merger Partners

      


      


      ACI has
registered a DBA “AboveNet Media Networks” and has used such name within the
last five years.

       

      
        
           

        

        
          2

          
            

          

        

        
           

        

      

       

      Schedule
3

      


      


      Chief
Executive Office; Mailing Addresses; Locations of Books and Records

      


      


      Chief
Executive Office:

      


      360
Hamilton Avenue

      White
Plains, NY  10601

      


      


      Mailing
Addresses of Grantors:

      


      360
Hamilton Avenue

      White
Plains, NY  10601

      


      


      Locations
of books and records:

      


      360
Hamilton Avenue

      White
Plains, NY  10601

       

      
        
           

        

        
          3

          
            

          

        

        
           

        

      

       

      Schedule
4

      


      


      Deposit/Investment
Accounts

      


      


      
        
          	
                  Bank
      Name

                	
                  Account
      Number

                	
                  Bank
      Address

                	
                  Description
      of Account

                
	 
      	 
      	 
      	 
      
	
                  Abovenet,
      Inc

                	 
      	 
      	 
      
	
                  Wells
      Fargo Bank, National Association

                	
                  2000029949865

                	
                  50
      Main St., White Plains, NY 10606

                	
                  Checking
      Acct

                
	 
      	 
      	 
      	 
      
	
                  Abovenet
      Communications, Inc.

                	 
      	 
      	 
      
	
                  Wells
      Fargo Bank, National Association

                	
                  2000029949878

                	
                  50
      Main St., White Plains, NY 10606

                	
                  Concentration
      Account

                
	
                  Wells
      Fargo Bank, National Association*

                	
                  2079951060063

                	
                  50
      Main St., White Plains, NY 10606

                	
                  Payroll
      Acct

                
	
                  Wells
      Fargo Bank, National Association

                	
                  2079951060199

                	
                  50
      Main St., White Plains, NY 10606

                	
                  Disbursement
      Acct

                
	
                  Wells
      Fargo Bank, National Association

                	
                  2000029949917

                	
                  50
      Main St., White Plains, NY 10606

                	
                  ESP
      Checking Acct

                
	
                  Citibank,
      N.A.*

                	
                  48912594

                	
                  26
      South Greeley Ave., Chappaqua, NY 10514

                	
                  Checking
      Acct

                
	
                  Citibank,
      N.A.*

                	
                  9960090307

                	
                  26
      South Greeley Ave., Chappaqua, NY 10514

                	
                  LC
      Collateral

                
	
                  Wells
      Fargo Bank, National Association*

                	
                  187121162845341

                	
                  50
      Main St., White Plains, NY 10606

                	
                  LC
      Collateral

                
	
                  SunTrust
      Robinson Humphrey, Inc.

                	
                  333007972

                	
                  333
      Peachtree Rd., 11th Floor, Atlanta, GA 30326

                	
                  Investment
      Acct

                
	
                  SG
      Americas, LLC

                	
                  1374692

                	
                  1221
      Ave of the Americas, New York, NY 10020

                	
                  Broker
      Securities Account

                
	 
      	 
      	 
      	 
      
	
                  Abovenet
      of VA L.L.C.

                	 
      	 
      	 
      
	
                  Citibank,
      N.A.*

                	
                  26413508

                	
                  666
      Fifth Ave., 6th Floor, New York, NY 10103

                	
                  Letter
      of Credit

                
	
                  Citibank,
      N.A.*

                	
                  9960090294

                	
                  666
      Fifth Ave., 6th
      Floor, New York, NY 10103

                	
                  LC
      Collateral

                
	
                  *
      Excluded Accounts

                	 
      	 
      	 
      


        

      

       

      
        
           

        

        
          4

          
            

          

        

        
           

        

      

       

      Schedule
5

       

       

      Letters
of Credit

      


      


      None.

       

      
        
           

        

        
          5

          
            

          

        

        
           

        

      

       

      Schedule
6

      


      


      Material
Contracts

      


      
        	
                1.  

              	
                Amended
      and Restated Franchise Agreement between the City of New York and
      Metromedia Fiber Network NYC, Inc. dated February 28, 2000, currently
      being enforced on an at will basis

              


      

      


      
        	
                2.  

              	
                Fiber
      Lease Agreement dated April 26 2002 between Williams Communications LLC
      and Metromedia Fiber National Network,
Inc.

              


      

      


      First
Amendment to the Lease Agreement dated October 2002

      


      Second
Amendment to the Lease Agreement dated February 2003

      


      Third
Amendment to the Lease Agreement dated October 2007

      


      Collocation
and Maintenance Agreement – 4/26/2002 between Williams
Communications LLC and Metromedia Fiber National Network, Inc.

      


      First
Amendment to the Collocation and Maintenance Agreement – October
2002

      


      Second
Amendment Collocation and Maintenance Agreement – February 2003

      


      
        	
                3.  

              	
                Agreement
      of Lease 111 8th
      Avenue LLC as Landlord and Metromedia Fiber Network Services as Tenant
      dated April 23, 1999

              


      

      


      First
Amendment of Lease dated October 18, 2000

      


      Second
Amendment of Lease and Partial Termination Agreement dated March 13,
2003

      


      Third
Amendment of Lease dated March 1, 2004

      


      


      
        	
                4.  

              	
                For
      lease of 111 Pavonia, Jersey City,
NJ

              


      

      


      --Agreement
of Lease between Newport Office Center I Co. as Landlord and Metromedia Fiber
Network Services, Inc. as Tenant, dated as of October 1, 1999

      --Right
of Entry License Agreement (undated)

      --Renewed
April 1, 2008

      


      
        	
                5.  

              	
                For
      60 Hudson, New York, NY

              


      

      


      Lease,
dated as of December 30, 1994 amended September 14, 2009

       

      
        
           

        

        
          6

          
            

          

        

        
           

        

      

       

      Schedule
7

      


      


      Commercial
Tort Claims

      


      


      None.

       

       

      
        
           

        

        
          7

          
            

          

        

        
           

        

      

       

      Schedule
8

      


      


      Intellectual
Property

      


      US
and Foreign Trademarks of AboveNet, Inc.

                                                                             
Date:  December 1, 2010

      


      
        	
                I.  

              	
                 US

              


      

       

      
        
          
            	
                    Mark

                  	
                    Issue or App. Date

                  	
                    Reg or App. No.

                  	
                    Status R or Pending

                  
	 
      	 
      	 
      	 
      
	
                    Color
      Double Loop Logo

                  	
                    9/14/2010

                  	
                    3847072

                  	
                    Registered

                  
	 
      	 
      	 
      	 
      
	
                    Double
      Loop Logo

                  	
                    1/26/2010

                  	
                    3742184

                  	
                    Registered

                  
	 
      	 
      	 
      	 
      
	
                    eXpressWave
      Logo

                  	
                    8/11/2009

                  	
                    3665937

                  	
                    Registered

                  
	 
      	 
      	 
      	 
      
	
                    EXPRESSWAVE

                  	
                    8/11/2009

                  	
                    3665936

                  	
                    Registered

                  
	 
      	 
      	 
      	 
      
	
                    ABOVENET

                  	
                    9/16/2008

                  	
                    3501281

                  	
                    Registered

                  
	 
      	 
      	 
      	 
      
	
                    JABNET

                  	
                    3/18/2008

                  	
                    3399181

                  	
                    Registered

                  


          

        

      

       

      
        	
                II.  

              	
                Foreign

              


      

       

      
        
          
            
              
                	
                        Mark

                      	
                        Original Issue or App. Date

                      	
                        Reg or Appl. No.

                      	
                        Status R or Pending

                      
	 
      	 
      	 
      	 
      
	
                        ABOVENET

                      	
                        12/24/2008

                      	
                        7339823

                      	
                        EC
      Registration

                      
	 
      	 
      	 
      	 
      
	
                        ABOVENET

                      	
                        7/10/1998

                      	
                        98741428

                      	
                        French
      Registration

                      
	 
      	 
      	 
      	 
      
	
                        ABOVENET

                      	
                        6/29/1998

                      	
                        2170781

                      	
                        UK
      Registration

                      
	 
      	 
      	 
      	 
      
	
                        DIZOOM

                      	
                        3/9/2007

                      	
                        2448950

                      	
                        UK
      Registration

                      
	 
      	 
      	 
      	 
      
	
                        JABNET

                      	
                        3/9/2007

                      	
                        2448951

                      	
                        UK
      Registration

                      


              

            

          

        

      

                              

       

      
        
           

        

        
          8

          
            

          

        

        
           

        

      

      


      Schedule
9

      


      


      Pledged
Equity Interests

      


      Pledged
Stock:

      


      
        
          
            
              	
                      Grantor

                    	
                      Issuer

                    	
                      Number
      of Shares

                    	
                      Certificate
      Number

                    	
                      Percentage
      Outstanding Owned by Holder

                    
	
                      AboveNet,
      Inc.

                    	
                      AboveNet
      Communications, Inc.

                    	
                      1,000

                    	
                      1

                    	
                      100%

                    
	
                      AboveNet
      Communications, Inc.

                    	
                      AboveNet
      International, Inc.

                    	
                      2,000

                    	
                      1

                    	
                      100%

                    
	
                      AboveNet
      International, Inc.

                    	
                      MFN
      Europe Finance, Inc.

                    	
                      1,000

                    	
                      2

                    	
                      100%

                    


            

          

        

      

      


      Pledged LLC
Interests:

      


      
        
          
            
              	
                      Grantor

                    	
                      Issuer

                    	
                      Number
      of Shares

                    	
                      Certificate
      Number

                    	
                      Percentage
      Outstanding Owned by Holder

                    
	
                      AboveNet
      Communications, Inc.

                    	
                      AboveNet
      of Utah, L.L.C.

                    	
                      N/A

                    	
                      1

                    	
                      100%

                    
	
                      AboveNet
      Communications, Inc.

                    	
                      AboveNet
      of VA, L.L.C.

                    	
                      N/A

                    	
                      1

                    	
                      100%

                    
	
                      AboveNet
      International, Inc.

                    	
                      MFN
      International, L.L.C.

                    	
                      N/A

                    	
                      1

                    	
                      100%

                    


            

          

        

      

      


      Pledged Foreign LLC
Interests:

      


      
        
          
            
              	
                      Grantor

                    	
                      Issuer

                    	
                      Number
      of Shares

                    	
                      Certificate
      Number

                    	
                      Percentage
      Outstanding Owned by Holder

                    
	
                      AboveNet
      International, Inc.

                    	
                      MFN
      Europe Limited

                    	
                      65%
      of the interests owned by AboveNet International, Inc.

                    	
                      N/A

                    	
                      100%

                    
	
                      AboveNet
      International, Inc.

                    	
                      AboveNet
      Communications Europe Limited

                    	
                      65%
      of the interests owned by AboveNet International, Inc.

                    	
                      N/A

                    	
                      100%

                    


            

          

        

      

       

      
        
           

        

        
          9

          
            

          

        

        
           

        

      

       

      Schedule
10

      


      


      Pledged
Debt Instruments

      


      


      Intercompany Promissory
Notes:

      


      


      
        	
                1.  

              	
                Promissory
      Note from AboveNet, Inc. to AboveNet Communications,
  Inc.

              


      

       

      
        	
                2.  

              	
                Promissory
      Notes from AboveNet Communications, Inc. to each of:  AboveNet,
      Inc. and AboveNet International,
Inc.

              


      

       

      
        	
                3.  

              	
                Promissory
      Notes from AbobeNet International, Inc. to each of:  AboveNet,
      Inc. and AboveNet Communications,
Inc.

              


      

       

      
        	
                4.  

              	
                Promissory
      Notes from AboveNet of Utah, L.L.C. to each of: AboveNet, Inc. and
      AboveNet Communications, Inc.

              


      

       

      
        	
                5.  

              	
                Promissory
      Notes from AboveNet of Virginia, L.L.C. to each of:  AboveNet,
      Inc. and AboveNet Communications,
Inc.

              


      

       

      
        	
                6.  

              	
                Promissory
      Notes from MFN International, L.L.C. to each of:  AboveNet, Inc.
      and AboveNet Communications, Inc.

              


      

       

      
        	
                7.  

              	
                Promissory
      Notes from MFN Europe Finance, Inc. to each of:  AboveNet, Inc.
      and AboveNet Communications, Inc.

              


      

       

      
        	
                8.  

              	
                Promissory
      Notes from MFN Japan KK to each of:  AboveNet, Inc. and AboveNet
      Communications, Inc.

              


      

       

      
        	
                9.  

              	
                Promissory
      Notes from AboveNet Communications UK Limited to each
      of:  AboveNet, Inc. and AboveNet Communications,
      Inc.

              


      

       

      
        	
                10.  

              	
                Promissory
      Notes from AboveNet Communications Europe Limited to each
      of:  AboveNet, Inc. and AboveNet Communications,
      Inc.

              


      

       

      
        	
                11.  

              	
                Promissory
      Notes from AboveNet Canada Inc. to each of:  AboveNet, Inc. and
      AboveNet Communications, Inc.

              


      

       

      
        
           

        

        
          10

          
            

          

        

        
           

        

      

       

    

    Annex 1

    


    Financing
Statements to be Terminated

    


    
      	
              Jurisdiction

            	 
      	
              Debtor/

              Defendant/ Grantor

            	 
      	
              Secured Party/

              Plaintiff/Grantee

            	 
      	
              File

              Number

            
	
              DC
      Recorder of Deeds

            	 
      	
              AboveNet
      Communications, Inc.

            	 
      	
              Citicorp
      USA, Inc.

            	 
      	
              2001087323

            
	
              DC
      Recorder of Deeds

            	 
      	
              AboveNet
      Communications, Inc.

            	 
      	
              First
      Union National Bank, as Collateral Agent

            	 
      	
              2001097781

            
	
              DC
      Recorder of Deeds

            	 
      	
              AboveNet
      Communications, Inc.

            	 
      	
              Citicorp
      USA, Inc.

            	 
      	
              2002053092

            
	
              Fulton
      County, GA

            	 
      	
              AboveNet
      Communications Inc.

            	 
      	
              Citicorp
      USA, Inc.

            	 
      	
              060-2001-015629

            
	
              Fulton
      County, GA

            	 
      	
              AboveNet
      Communications Inc.

            	 
      	
              First
      Union National Bank, as Collateral Agent

            	 
      	
              060-2001-016271

            
	
              Fulton
      County, GA

            	 
      	
              AboveNet
      Communications Inc.

            	 
      	
              Citicorp
      USA, Inc.

            	 
      	
              060-2002-007237

            
	
              MA
      Secretary of Commonwealth

            	 
      	
              AboveNet
      Communications, Inc.

            	 
      	
              Citicorp
      USA, Inc.

            	 
      	
              200105287120

            
	
              MA
      Secretary of Commonwealth

            	 
      	
              AboveNet
      Communications, Inc.

            	 
      	
              First
      Union National Bank, as Collateral Agent

            	 
      	
              200105959540

            
	
              MA
      Secretary of Commonwealth

            	 
      	
              AboveNet
      Communications, Inc.

            	 
      	
              Citicorp
      USA, Inc.

            	 
      	
              200211309840

            
	
              OR
      Secretary of State

            	 
      	
              AboveNet
      Communications, Inc.

            	 
      	
              Citicorp
      USA, Inc.

            	 
      	
              564788

            
	
              OR
      Secretary of State

            	 
      	
              AboveNet
      Communications, Inc.

            	 
      	
              First
      Union National Bank, as Collateral Agent

            	 
      	
              567143

            
	
              TX
      Secretary of State

            	 
      	
              AboveNet
      Communications, Inc.

            	 
      	
              First
      Union National Bank, as Collateral Agent

            	 
      	
              020003858026

            
	
              TX
      Secretary of State

            	 
      	
              AboveNet
      Communications Inc

            	 
      	
              Citicorp
      USA, Inc.

            	 
      	
              020028501513

            
	
              VA
      State Corporation Commission

            	 
      	
              AboveNet
      Communications Inc.

            	 
      	
              Citicorp
      USA, Inc.

            	 
      	
              0205137460

            
	
              WA
      Dept. of Licensing

            	 
      	
              AboveNet
      Communications, Inc.

               

              Metromedia
      Fiber Network, Inc.

               

              Metromedia
      Fiber Network Services, Inc.

               

            	 
      	
              Cupertino
      Electric, Inc., as Collateral Agent

            	 
      	
              200129654614

            
	
              WA
      Dept. of Licensing

            	 
      	
              AboveNet
      Communications, Inc.

            	 
      	
              First
      Union National [Bank], as Collateral Agent

            	 
      	
              200129655314

            


    


    
      
         


      

      
        
        

        
          

        

      

      
         


      

    

    


    
      	
              Jurisdiction

            	 
      	
              Debtor/

              Defendant/ Grantor

            	 
      	
              Secured Party/

              Plaintiff/Grantee

            	 
      	
              File

              Number

            
	
              WA
      Dept. of Licensing

               

            	 
      	
              AboveNet
      Communications, Inc.

               

              Metromedia
      Fiber Network, Inc.

               

              Metromedia
      Fiber Network Services, Inc.

               

            	 
      	
              Cupertino
      Electric, Inc., as Collateral Agent

            	 
      	
              200133031616

            
	
              WA
      Dept. of Licensing

               

            	 
      	
              AboveNet
      Communications, Inc.

            	 
      	
              Citicorp
      USA, Inc.

            	 
      	
              200212390573

            


    


    
      
         


      

      
        
        

        
          

        

      

      
         


      

    


    Exhibit
A

    


    Form
of Copyright Security Agreement


    
      
         


      

      
        
        

        
          

        

      

      
         


      

    


    FORM
OF

    GRANT OF
SECURITY INTEREST

    
      COPYRIGHTS

      
        
          

        

      

       

    

    FOR GOOD
AND VALUABLE CONSIDERATION, receipt and sufficiency of which are hereby
acknowledged, [GRANTOR], a [_____________] (the “Grantor”), with
principal offices at [ADDRESS], on this ___ day of __________, 20__, hereby
assigns and grants to SUNTRUST BANK, as Administrative Agent (the “Grantee”) with
principal offices at 303 Peachtree Street, N.E./25th Floor,
Atlanta, Georgia 30308, a security interest in (i) all of the Grantor’s right,
title and interest in and to the copyrights, copyright registrations, copyright
applications and copyright licenses (the “Copyrights”) set
forth on Schedule
A attached hereto and all reissues, extensions or renewals thereof; (ii)
all Proceeds (as such term is defined in the Guaranty and Security Agreement
referred to below) of the Copyrights, (iii) the goodwill of the businesses with
which the Copyrights are associated, and (iv) all causes of action arising prior
to or after the date hereof for infringement of any of the Copyrights or unfair
competition regarding the same.

    


    THIS
GRANT OF SECURITY INTEREST (this “Grant”), is made to
secure the satisfactory performance and payment of all the “Secured Obligations”
of the Grantor, as such term is defined in the Guaranty and Security Agreement
among Grantor, the other grantors from time to time party thereto and the
Grantee, dated as of January 28, 2011 (as the same may be amended, restated,
modified and/or supplemented from time to time, the “Guaranty and Security
Agreement”).

     

    This
Grant has been granted in conjunction with the security interest granted to the
Grantee under the Guaranty and Security Agreement.  The rights and
remedies of the Grantee with respect to the security interest granted herein are
without prejudice to, and are in addition to those set forth in the Guaranty and
Security Agreement, all terms and provisions of which are incorporated herein by
reference.  In the event that any provisions of this Grant are deemed
to conflict with the Guaranty and Security Agreement, the provisions of the
Guaranty and Security Agreement shall govern.  This Grant may be
executed in counterparts and by the different parties hereto on separate
counterparts, but all of which shall together constitute one and the same
instrument.  Delivery of an executed counterpart of this Agreement by
facsimile or other electronic method of transmission shall be equally effective
as delivery of an original executed counterpart.

     

    [SIGNATURES
ON THE FOLLOWING PAGE]


    
      
         


      

      
        
        

        
          

        

      

      
         


      

    


    IN
WITNESS WHEREOF, the undersigned have executed this Grant as of the date
referenced above.

     

    
      
        
          
            
              	 
      	
                      [GRANTOR],
      as Grantor

                    
	 
      	 
      	 
      	 
      
	 
      	
                      By: 

                    	 
      
	 
      	 
      	
                      Name: 

                    	 
      
	 
      	 
      	
                      Title:

                    	 
      
	 
      	 
      	 
      	 
      
	 
      	
                      SUNTRUST
      BANK

                    
	 
      	
                      as
      Administrative Agent, as Grantee

                    
	 
      	 
      	 
      	 
      
	 
      	
                      By:

                    	 
      
	 
      	 
      	
                      Name:

                    	 
      
	 
      	 
      	
                      Title:

                    	 
      


            

          

        

      

    

    


    
      
        
          	
                  STATE
      OF                          

                	
                  )

                	 
      
	 
      	
                  )  ss.:

                	 
      
	
                  COUNTY
      OF                       

                	
                  )

                	 
      


        

      

    

    


    On this
____ day of ____________, 20___, before me personally came ________________ who,
being by me duly sworn, did state as follows:  that he is the
________________ of [GRANTOR], that he is authorized to execute the foregoing
Grant on behalf of said __________________ and that he did so by authority of
the __________________ of said __________________.

     

    
      
        
          	 
      	
                    

                	 
	 
      	
                  Notary
      Public

                	 


        

      

    

    


    
      	
              STATE
      OF                          

            	
              )

            	 
      
	 
      	
              )  ss.:

            	 
      
	
              COUNTY
      OF                       

            	
              )

            	 
      


    

    


    On this
____ day of ____________, 20___, before me personally came ________________who,
being by me duly sworn, did state as follows:  that he/she is a
________________ of SUNTRUST BANK, that he/she is authorized to execute the
foregoing Grant on behalf of SunTrust Bank and that he did so by authority of
SunTrust Bank.

     

    
      	 
      	
                

            	 
	 
      	
              Notary
      Public

            	 


    


    
      
         


      

      
        
        

        
          

        

      

      
         


      

    


    SCHEDULE
A

     

    COPYRIGHTS

     

    
      
        
          
            
              
                	
                        Copyright

                      	 
      	
                        Copyright Registration

                        Number

                      	 
      	
                        Issue Date

                      
	 
      	 
      	 
      	 
      	 
      


              

            

          

        

      

    

    


    COPYRIGHT
APPLICATIONS

    


    COPYRIGHT
LICENSES


    
      
         


      

      
        
        

        
          

        

      

      
         


      

    


    Exhibit
B

    


    Form
of Patent and Trademark Security Agreement


    
      
         


      

      
        
        

        
          

        

      

      
         


      

    


    FORM
OF

    GRANT OF
SECURITY INTEREST

    
      PATENTS
AND TRADEMARKS 

        
          

        

      

       

    

    FOR GOOD
AND VALUABLE CONSIDERATION, receipt and sufficiency of which are hereby
acknowledged, [GRANTOR], a [__________________] (the “Grantor”), with
principal offices at [ADDRESS], hereby assigns and grants to SUNTRUST BANK, as
Administrative Agent (the “Grantee”) with
principal offices at 303 Peachtree Street, N.E./25th Floor,
Atlanta, Georgia 30308, a security interest in (i) all of the Grantor’s right,
title and interest in and to the trademarks, trademark registrations, trademark
applications and trademark licenses (the “Marks”) set forth on
Schedule A
attached hereto and all reissues, extensions or renewals thereof; (ii) all of
the Grantor’s right, title and interest in and to the patents, patent
applications and patent licenses (the “Patents”) set forth
on Schedule B
attached hereto and all reissues, continuations, continuations-in-part and
extensions thereof, in each case together with (iii) all Proceeds (as such term
is defined in the Guaranty and Security Agreement referred to below) of the
Marks and Patents, (iv) the goodwill of the businesses with which the Marks are
associated, and (v) all causes of action arising prior to or after the date
hereof for infringement of any of the Marks and Patents or unfair competition
regarding the same.

    


    THIS
GRANT OF SECURITY INTEREST (this “Grant”), is made to
secure the satisfactory performance and payment of all the “Secured Obligations”
of the Grantor, as such term is defined in the Guaranty and Security Agreement
among Grantor, the other grantors from time to time party thereto and the
Grantee, dated as of January 28, 2011 (as the same may be amended, restated,
modified and/or supplemented from time to time, the “Guaranty and Security
Agreement”).

     

    This
Grant has been granted in conjunction with the security interest granted to the
Grantee under the Guaranty and Security Agreement.  The rights and
remedies of the Grantee with respect to the security interest granted herein are
without prejudice to, and are in addition to those set forth in the Guaranty and
Security Agreement, all terms and provisions of which are incorporated herein by
reference.  In the event that any provisions of this Grant are deemed
to conflict with the Guaranty and Security Agreement, the provisions of the
Guaranty and Security Agreement shall govern.  This Grant may be
executed in counterparts and by the different parties hereto on separate
counterparts, but all of which shall together constitute one and the same
instrument.  Delivery of an executed counterpart of this Agreement by
facsimile or other electronic method of transmission shall be equally effective
as delivery of an original executed counterpart.

     

    This
Grant shall be governed by the laws of the State of New York (without giving
effect to the conflict of law principles thereof).

     

    [SIGNATURES
ON THE FOLLOWING PAGE]

     

    
      
         


      

      
        
        

        
          

        

      

      
         


      

    


    IN
WITNESS WHEREOF, the undersigned have executed this Grant as of the date
referenced above. 

    
       

      
        
          
            
              
                	 
      	
                        [GRANTOR],
      as Grantor

                      
	 
      	 
      	 
      	 
      
	 
      	
                        By: 

                      	 
      
	 
      	 
      	
                        Name: 

                      	 
      
	 
      	 
      	
                        Title:

                      	 
      
	 
      	 
      	 
      	 
      
	 
      	
                        SUNTRUST
      BANK

                      
	 
      	
                        as
      Administrative Agent, as Grantee

                      
	 
      	 
      	 
      	 
      
	 
      	
                        By:

                      	 
      
	 
      	 
      	
                        Name:

                      	 
      
	 
      	 
      	
                        Title:

                      	 
      


              

            

          

        

      

      


      
        
          
            	
                    STATE
      OF                          

                  	
                    )

                  	 
      
	 
      	
                    )  ss.:

                  	 
      
	
                    COUNTY
      OF                       

                  	
                    )

                  	 
      


          

        

      

       

    

    On this
____ day of ____________, 20___, before me personally came ________________ who,
being by me duly sworn, did state as follows:  that he is the
________________ of [GRANTOR], that he is authorized to execute the foregoing
Grant on behalf of said __________________ and that he did so by authority of
the __________________ of said __________________.

     

    
      	 
      	
                

            	 
	 
      	
              Notary
      Public

            	 


    

    


    
      	
              STATE
      OF                          

            	
              )

            	 
      
	 
      	
              )  ss.:

            	 
      
	
              COUNTY
      OF                       

            	
              )

            	 
      


    

     

    On this
____ day of ____________, 20___, before me personally came ________________who,
being by me duly sworn, did state as follows:  that he/she is a
________________ of SUNTRUST BANK, that he/she is authorized to execute the
foregoing Grant on behalf of SunTrust Bank and that he did so by authority of
SunTrust Bank.

     

    
      	 
      	
                

            	 
	 
      	
              Notary
      Public

            	 


    


    
      
         


      

      
        
        

        
          

        

      

      
         


      

    


    SCHEDULE
A

     

    TRADEMARKS

     

    
      
        
          
            
              
                	
                        Trademark

                      	 
      	
                        Applic./Reg.

                        #

                      	 
      	
                        Date of

                        Applic./Reg.

                      	 
      	
                        Class

                      	 
      	
                        Owner

                      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      


              

            

          

        

      

    

    


    TRADEMARK
APPLICATIONS

    


    TRADEMARK
LICENSES


    
      
         


      

      
        
        

        
          

        

      

      
         


      

    


    SCHEDULE
B

     

    REGISTERED
PATENTS

    


    
      
        
          
            
              	
                      Patent

                    	 	
                      Patent Number

                    	 	
                      Issue Date

                    
	 
      	 	 
      	 	 
      


            

          

        

      

    

     

    PATENT
APPLICATIONS

    


    PATENT
LICENSES


    
      
         


      

      
        
        

        
          

        

      

      
         


      

    


    Exhibit
C

    


    Form
of Uncertificated Securities Control Agreement

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    FORM OF
UNCERTIFICATED SECURITIES CONTROL AGREEMENT

    


    This
Uncertificated Securities Control Agreement dated as of _________ ___,
20___(this “Control
Agreement”) among [GRANTOR] (the “Grantor”), SUNTRUST
BANK, as Administrative Agent for the Secured Parties (the “Administrative
Agent”), and [ISSUER], a [____________] (the “Issuer”).  Capitalized
terms used but not defined herein shall have the meaning assigned in the
Guaranty and Security Agreement dated as of January 28, 2011, among the Grantor,
the other Grantors party thereto and the Administrative Agent (the “Security
Agreement”).  All references herein to the “UCC” shall mean the
Uniform Commercial Code as in effect in the State of New York.

     

    Section 1.  Registered
Ownership of Shares.  The Issuer hereby confirms and agrees
that as of the date hereof the Grantor is the registered owner of __________
[shares/units] of the [Issuer’s common stock/Issuer] (the “Pledged Shares”) and
the Issuer shall not change the registered owner of the Pledged Shares without
the prior written consent of the Administrative Agent.

     

    Section
2.  Instructions.  If at any time the Issuer shall
receive instructions originated by the Administrative Agent relating to the
Pledged Shares, the Issuer shall comply with such instructions without further
consent by the Grantor or any other person.

     

    Section 3.  Additional
Representations and Warranties of the Issuer.  The Issuer
hereby represents and warrants to the Administrative Agent:

     

    (a)  It
has not entered into, and until the termination of this Agreement will not enter
into, any agreement with any other person relating to the transfer or
encumbrance of the Pledged Shares pursuant to which it has agreed to comply with
instructions issued by such other person.

     

    (b)  It
has not entered into, and until the termination of this Agreement will not enter
into, any agreement with the Grantor or the Administrative Agent purporting to
limit or condition the obligation of the Issuer to comply with Instructions as
set forth in Section
2 hereof.

     

    (c)  Except
for the claims and interest of the Administrative Agent and of the Grantor in
the Pledged Shares, the Issuer does not know of any claim to, or interest in,
the Pledged Shares.  If any person asserts any lien, encumbrance or
adverse claim (including any writ, garnishment, judgment, warrant of attachment,
execution or similar process) against the Pledged Shares, the Issuer will
promptly notify the Administrative Agent and the Grantor thereof.

     

    (d)  This
Uncertificated Securities Control Agreement is the valid and legally binding
obligation of the Issuer.

     

    Section 4.  Choice of
Law.  This Agreement shall be governed by the laws of the State
of New York (without giving effect to the conflict of law principles
thereof).

     

    
      
         


      

      
        
        

        
          

        

      

      
         


      

    


    Section 5.   Conflict
with Other Agreements.  In the event of any conflict between
this Agreement (or any portion thereof) and any other agreement now existing or
hereafter entered into, the terms of this Agreement shall prevail.  No
amendment or modification of this Agreement or waiver of any right hereunder
shall be binding on any party hereto unless it is in writing and is signed by
all of the parties hereto.

     

    Section 6.  Voting
Rights.  Prior to the occurrence and so long as no Event of
Default is continuing, the Grantor shall have the right to vote the Pledged
Shares.  Upon the occurrence and during the continuance of an Event of
Default, the Administrative Agent shall have the right to vote the Pledged
Shares.

     

    Section 7.  Successors;
Assignment.  The terms of this Agreement shall be binding upon,
and shall inure to the benefit of, the parties hereto and their respective
successors or heirs and personal representatives who obtain such rights solely
by operation of law.

     

    Section 8. Indemnification of
Issuer.  The Grantor and the Administrative Agent hereby agree
that (a) the Issuer is released from any and all liabilities to the Grantor and
the Administrative Agent arising from the terms of this Agreement and the
compliance of the Issuer with the terms hereof, except to the extent that such
liabilities arise from the Issuer’s negligence and (b) the Grantor, its
successors and assigns shall at all times indemnify and save harmless the Issuer
from and against any and all claims, actions and suits of others arising out of
the terms of this Agreement or the compliance of the Issuer with the terms
hereof, except to the extent that such arises from the Issuer’s negligence, and
from and against any and all liabilities, losses, damages, costs, charges,
counsel fees and other expenses of every nature and character arising by reason
of the same, until the termination of this Agreement.

     

    Section
9.  Notices.  All notices, requests and other
communications hereunder shall be given pursuant to the Security
Agreement.

     

    Section
10.  Termination.  The obligations of the Issuer to
the Administrative Agent pursuant to this Control Agreement shall continue in
effect until the security interests of the Administrative Agent in the Pledged
Shares have been terminated pursuant to the terms of the Security Agreement and
the Administrative Agent has notified the Issuer of such termination in
writing.  The Administrative Agent agrees to provide Notice of
Termination in substantially the form of Exhibit A hereto to
the Issuer upon the request of the Grantor on or after the termination of the
Administrative Agent’s security interest in the Pledged Shares pursuant to the
terms of the Security Agreement.  The termination of this Control
Agreement shall not terminate the Pledged Shares or alter the obligations of the
Issuer to the Grantor pursuant to any other agreement with respect to the
Pledged Shares.

     

    Section
11.  Counterparts.  This Agreement may be executed in
any number of counterparts, all of which shall constitute one and the same
instrument, and any party hereto may execute this Agreement by signing and
delivering one or more counterparts.  Delivery of an executed
counterpart of this Agreement by facsimile or other electronic method of
transmission shall be equally effective as delivery of an original executed
counterpart.

     

    [Signatures
on Next Page]


    
      
         


      

      
        
        

        
          

        

      

      
         


      

    


    IN WITNESS WHEREOF, the
parties hereto have caused this Uncertificated Securities Control Agreement to
be duly executed and delivered by their duly authorized officers as of the day
and year first above written.

    


    
      
        
          
            
              	 
      	
                      [NAME
      OF GRANTOR]

                    	 
      
	 
      	 
      	 
      	 
      
	 
      	
                      By:

                    	 
      	 
      
	 
      	
                      Name: 

                    	 
      	 
      
	 
      	
                      Title:

                    	 
      	 
      
	 
      	 
      	 
      	 
      
	 
      	
                      SUNTRUST
      BANK,

                    	 
      
	 
      	
                      as
      Administrative Agent

                    	 
      
	 
      	 
      	 
      	 
      
	 
      	
                      By:

                    	 
      	 
      
	 
      	
                      Name:

                    	 
      	 
      
	 
      	
                      Title:

                    	 
      	 
      
	 
      	 
      	 
      	 
      
	 
      	
                      [NAME
      OF ISSUER]

                    	 
      
	 
      	 
      	 
      	 
      
	 
      	
                      By:

                    	 
      	 
      
	 
      	
                      Name:

                    	 
      	 
      
	 
      	
                      Title:

                    	 
      	 
      


            

          

        

      

    


    
      
         


      

      
        
        

        
          

        

      

      
         


      

    


    Exhibit
A

    


    [Letterhead
of Administrative Agent]

     

    [Date]

     

    [Name and
Address of Issuer]

    


    Attention:                                          


     

    Re:  Termination of Control
Agreement

    


    You are
hereby notified that the Uncertificated Securities Control Agreement between
you, [the Grantor] and the undersigned (a copy of which is attached) is
terminated and you have no further obligations to the undersigned pursuant to
such Agreement.  Notwithstanding any previous instructions to you, you
are hereby instructed to accept all future directions with respect to Pledged
Shares (as defined in the Uncertificated Control Agreement) from [the
Grantor].  This notice terminates any obligations you may have to the
undersigned with respect to the Pledged Shares, however nothing contained in
this notice shall alter any obligations which you may otherwise owe to [the
Grantor] pursuant to any other agreement.

     

    You are
instructed to deliver a copy of this notice by facsimile transmission to [insert
name of Grantor].

    


    
      
        
          	 
      	
                  Very
      truly yours,

                	 
	 
      	 
      	 
	 
      	
                  SUNTRUST
      BANK,

                	 
	 
      	
                  as
      Administrative Agent

                	 
	 
      	 
      	 
      	 
	 
      	
                  By:

                	 
      	 
	 
      	
                  Name: 

                	 
      	 
	 
      	
                  Title:

                	 
      	 


        

      

    

     

    
      
         


      

      
        
        

        
          

        

      

      
         


      

    


    Exhibit
D

    


    Form
of Guaranty and Security Agreement Supplement

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    FORM OF
GUARANTY AND SECURITY AGREEMENT SUPPLEMENT

    


    THIS
GUARANTY AND SECURITY AGREEMENT SUPPLEMENT dated as of ___________ ___, 20__
(this “Supplement”) executed
and delivered by [NEW GRANTOR], a[_______________] (the “New Grantor”), in
favor of SunTrust Bank, as Administrative Agent (the “Administrative
Agent”).

    


    WHEREAS, pursuant to that certain
Revolving Credit Agreement dated as of January 28, 2011, by and among AboveNet,
Inc., a Delaware corporation, AboveNet Communications, Inc., a Delaware
corporation, AboveNet of Utah, L.L.C., a Delaware limited liability company,
AboveNet of VA, L.L.C., a Virginia limited liability company and AboveNet
International, Inc., a Delaware corporation (each a “Borrower” and
collectively the “Borrowers”), the
financial institutions from time to time party thereto as “Lenders”, the
Administrative Agent, and the other parties thereto, the Administrative Agent
and the Lenders have agreed to make available to the Borrower certain financial
accommodations on the terms and conditions set forth in the Revolving Credit
Agreement;

    


    WHEREAS, to secure obligations owing by
the Borrowers under the Revolving Credit Agreement and the other Loan Documents,
the Borrowers and the other “Grantors” thereunder have executed and delivered
that certain Guaranty and Security Agreement dated as of January 28, 2011 (as
amended, restated, supplemented or otherwise modified from time to time, the
“Security
Agreement”; capitalized terms used but not otherwise defined herein shall
have the meanings given to such terms in the Security Agreement, or, if not
defined therein, in the Revolving Credit Agreement) in favor of the
Administrative Agent; and

    


    WHEREAS, pursuant to Section 5.11 of
the Revolving Credit Agreement, new Subsidiaries of the Borrowers must execute
and deliver certain Loan Documents, including the Security Agreement, and the
execution and delivery of the Security Agreement by the New Grantor may be
accomplished by the execution of this Supplement in favor of the Administrative
Agent, for the benefit of the Secured Parties.

    


    NOW, THEREFORE, in consideration of the
above premises and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged by the New Grantor, the New Grantor
hereby agrees as follows:

    


    Section 1.  Accession to Security
Agreement; Grant of Security Interest.  In accordance with
Section 15 of the Security Agreement, the New Grantor, by its signature below,
becomes a “Grantor” [and] “Guarantor” [and “Grantor”] under the Security
Agreement with the same force and effect as if originally named therein and
assumes all obligations of a “Grantor” [and] “Guarantor” [and “Grantor”]
thereunder, and the New Grantor hereby (a) agrees to all of the terms and
provisions of the Security Agreement applicable to it as a “Grantor” [and]
“Guarantor” [and “Grantor”] thereunder and (b) represents and warrants that the
representations and warranties made by it as a “Grantor” [and] “Guarantor” [and
“Grantor”] thereunder are true and correct on and as of the date
hereof.  In furtherance of the foregoing, the New Grantor hereby, as
security for the payment and performance in full of the Secured Obligations,
does hereby pledge, assign, hypothecate, set over and convey unto the
Administrative Agent, for the benefit of the Secured Parties, and does hereby
grant to the Administrative Agent, for the benefit of the Secured Parties, a
first priority continuing Lien on and security interest in all of the right,
title and interest of such New Grantor in, to and under all of the Collateral
(and all rights therein) of such New Grantor whether now existing or hereafter
from time to time acquired.  Each reference to a “Grantor” [or]
“Guarantor” [or “Grantor”] in the Security Agreement shall be deemed to include
the New Grantor.  The Security Agreement is incorporated herein by
reference.


    
      
         


      

      
        
        

        
          

        

      

      
         


      

    


    Without limiting the generality of the
foregoing, the New Grantor hereby:

    


    (a)           mortgages,
pledges and hypothecates to the Secured Party for the benefit of the Secured
Parties, and grants to the Secured Party for the benefit of the Secured Parties
a lien on and security interest in, all of such Grantor’s right, title and
interest in, to and under the Collateral of such Grantor, all as collateral
security for the full, prompt and complete payment and performance when due
(whether at stated maturity, by acceleration or otherwise) of the Secured
Obligations as provided in the Security Agreement;

    


    (b)           makes
to the Secured Parties as of the date hereof each of the representations and
warranties contained in Section 5 of the Security Agreement (as modified
hereby) and agrees to be bound by each of the covenants contained in the
Security Agreement, including without limitation, those contained in
Section 6 thereof;

    


    (c)           agrees
to irrevocably and unconditionally guaranty the due and punctual payment in full
of all Secured Obligations when the same shall become due, whether at stated
maturity, by required prepayment, declaration, acceleration, demand or otherwise
(including amounts that would become due but for the operation of the automatic
stay under Section 362(a) of the Bankruptcy Code, 11 U.S.C.
§ 362(a)) and in accordance with the Security Agreement; and

    


    (d)           consents
and agrees to each other provision set forth in the Security
Agreement.

    


    Section 2.  Supplement to
Schedules.  The information set forth in Exhibit 1
attached hereto is hereby added to the information set forth in Schedules 1
through 10 of the Security Agreement.

    


    Section
3.  Representations and
Warranties.  The New Grantor hereby represents and warrants to
the Administrative Agent, for the benefit of the Secured Parties, that this
Supplement has been duly executed and delivered by such New Grantor and
constitutes its legal, valid and binding obligation, enforceable against it in
accordance with its terms, except as may be limited by applicable bankruptcy,
insolvency, reorganization, moratorium or other similar laws affecting the
enforcement of creditors’ rights generally and by general principles of
equity.

    


    SECTION 4.  GOVERNING
LAW.  THIS SUPPLEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH AND
GOVERNED BY THE LAW OF THE STATE OF NEW YORK (WITHOUT GIVING EFFECT TO THE
CONFLICT OF LAW PRINCIPLES THEREOF EXCEPT FOR SECTIONS 5-1401 AND 5-1402 OF THE
NEW YORK GENERAL OBLIGATIONS LAW).


    
      
         


      

      
        
        

        
          

        

      

      
         


      

    


    Section
5.  Counterparts.  This
Supplement may be executed in any number of counterparts and by the different
parties hereto on separate counterparts, but all of which shall together
constitute one and the same instrument.  Delivery of an executed
counterpart of this Supplement by facsimile or other electronic method of
transmission shall be equally effective as delivery of an original executed
counterpart.

    


    Section
6.  Effect.  Except
as expressly supplemented hereby, the Security Agreement shall remain in full
force and effect.

    


    [Signatures
on Next Page]


    
      
         


      

      
        
        

        
          

        

      

      
         


      

    


    IN WITNESS WHEREOF, the New Grantor has
caused this Guaranty and Security Agreement Supplement to be duly executed and
delivered under seal by its duly authorized officers as of the date first
written above.

    


    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            	 
      	
                                    [NEW
      GRANTOR]

                                  	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	
                                    By: 

                                  	 
      	 
      
	 
      	 
      	
                                    Name:

                                  	 
      	 
      
	 
      	 
      	
                                    Title:

                                  	 
      	 
      


                          

                        

                      

                    

                  

                

              

            

          

        

      

    

     

    
      
        
          
            
              
                
                  
                    	 
      	
                            Address
      for Notices:

                          
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	 
      	 
      


                  

                

              

            

          

        

      

    

    
      
        	 
      	
                Attention:  __________

              	 
      	 
	 	Telecopy
      Number:      (___) 	 	 
	 	Telephone
      Number:    (___) 	 	 


      

    

     

    Accepted:

    


    
      SUNTRUST
BANK, as Administrative Agent

    

    


    
      	
              By:

            	 
      	 
      
	 
      	
              Name: 

            	 
      	 
      
	 
      	
              Title: