Exhibit 10.2


    
      

    

     

     

     

    SECURITY
      AGREEMENT

     

    among

     

    RCN
      CORPORATION,

     

    CERTAIN
      SUBSIDIARIES OF RCN CORPORATION

     

    and

     

    DEUTSCHE
      BANK TRUST COMPANY AMERICAS,

    as
      FIRST-LIEN COLLATERAL AGENT

     

     

    
      
        

      

    

    Dated
      as
      of May 30, 2006

    
      

    

     

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    SECURITY
      AGREEMENT

     

    SECURITY
      AGREEMENT, dated as of May 30, 2006, made by each of the undersigned assignors
      (each, an “Assignor”
and,
      together with any other entity that becomes an assignor hereunder pursuant
      to
      Section 10.12 hereof, the “Assignors”)
      in
      favor of Deutsche Bank Trust Company Americas, as collateral agent (together
      with any successor collateral agent, the “First-Lien
      Collateral Agent”),
      for
      the benefit of the Secured Creditors (as defined below). Certain capitalized
      terms as used herein are defined in Article IX hereof. Except as otherwise
      defined herein, all capitalized terms used herein and defined in the Credit
      Agreement (as defined below) shall be used herein as therein
      defined.

     

     

    W 
      I  T  N  E  S 
S  E  T  H:

     

    WHEREAS,
      RCN Corporation (the “Borrower”),
      the
      lenders from time to time party thereto (the “Lenders”)
      and
      Deutsche Bank Trust Company Americas, as administrative agent (together with
      any
      successor Administrative Agent, the “Administrative
      Agent”),
      have
      entered into a First-Lien Credit Agreement, dated as of May 30, 2006 (as
      amended, modified, restated and/or supplemented from time to time, the
“Credit
      Agreement”),
      providing for the making of Loans to, and the issuance of, and participation
      in,
      Letters of Credit for the account of the Borrower, all as contemplated therein
      (the Lenders, each Issuing Lender, the Administrative Agent, the First-Lien
      Collateral Agent and each other Agent are herein called the “Lender
      Creditors”);

     

    WHEREAS,
      the Borrower and/or one or more of its Subsidiaries may at any time and from
      time to time enter into one or more Interest Rate Protection Agreements or
      Other
      Hedging Agreements with one or more Lenders or any affiliate thereof (each
      such
      Lender or affiliate, even if the respective Lender subsequently ceases to be
      a
      Lender under the Credit Agreement for any reason, together with such Lender’s or
      affiliate’s successors and assigns, if any, collectively, the “Other
      Creditors”
and,
      together with the Lender Creditors, the “Secured
      Creditors”);

     

    WHEREAS,
      pursuant to the Subsidiaries Guaranty, each Subsidiary Guarantor has jointly
      and
      severally guaranteed to the Secured Creditors the payment when due of all
      Guaranteed Obligations as described therein;

     

    WHEREAS,
      it is a condition precedent to the making of Loans to the Borrower and the
      issuance of, and participation in, Letters of Credit for the account of the
      Borrower under the Credit Agreement and to the Other Creditors entering into
      Interest Rate Protection Agreements and Other Hedging Agreements that each
      Assignor shall have executed and delivered to the First-Lien Collateral Agent
      this Agreement; and

     

    WHEREAS,
      each Assignor will obtain benefits from the incurrence of Loans by the Borrower
      and the issuance of, and participation in, Letters of Credit for the account
      of
      the Borrower under the Credit Agreement and the entering into by the Borrower
      and/or one or more of its Subsidiaries of Interest Rate Protection Agreements
      or
      Other Hedging Agreements and, accordingly, desires to execute this Agreement
      in
      order to satisfy the condition described in the preceding paragraph and to
      induce the Lenders to make Loans to the Borrower and issue, and/or participate
      in, Letters of Credit for the account of the Borrower and the Other Creditors
      to
      enter into Interest Rate Protection Agreements or Other Hedging Agreements
      with
      the Borrower and/or one or more of its Subsidiaries;

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    NOW,
      THEREFORE, in consideration of the benefits accruing to each Assignor, the
      receipt and sufficiency of which are hereby acknowledged, each Assignor hereby
      makes the following representations and warranties to the First-Lien Collateral
      Agent for the benefit of the Secured Creditors and hereby covenants and agrees
      with the First-Lien Collateral Agent for the benefit of the Secured Creditors
      as
      follows:

     

    ARTICLE
      I

     

    SECURITY
      INTERESTS

     

    1.1
        Grant
      of Security Interests.
      (a) As
      security for the prompt and complete payment and performance when due of all
      of
      its Obligations, each Assignor does hereby assign and transfer unto the
      First-Lien Collateral Agent, and does hereby pledge and grant to the First-Lien
      Collateral Agent, for the benefit of the Secured Creditors, a continuing
      security interest in all of the right, title and interest of such Assignor
      in,
      to and under all of the following personal property and fixtures (and all rights
      therein) of such Assignor, or in which or to which such Assignor has any rights,
      in each case whether now existing or hereafter from time to time acquired:
      

     

    
      	
            	(i)	
              each
                and every Account;

            


    

     

    
      	
            	(ii)	
              all
                cash and Cash Equivalents;

            


    

     

    
      	
            	(iii)	
              the
                Cash Collateral Account and all monies, securities, Instruments and
                other
                investments deposited in the Cash Collateral
                Account;

            


    

     

    
      	
            	(iv)	
              all
                Chattel Paper (including, without limitation, all Tangible Chattel
                Paper
                and all Electronic Chattel Paper);

            


    

     

    
      	
            	(v)	
              all
                Commercial Tort Claims;

            


    

     

    
      	
            	(vi)	
              all
                computer programs of such Assignor and all intellectual property
                rights
                therein and all other proprietary information of such Assignor, including
                but not limited to all Software, and all Software licensing rights,
                all
                writings, plans, specifications and schematics, all engineering drawings,
                customer lists, goodwill and licenses, and all recorded data of any
                kind
                or nature, regardless of the medium of
                recording;

            


    

     

    
      	
            	(vii)	
              Contracts,
                together with all Contract Rights arising
                thereunder;

            


    

     

    
      	
            	(viii)	
              all
                Copyrights;

            


    

     

    
      
        
        

      

      
        -2-

        
          

        

      

      
        
        

      

    

     

    
      	
            	(ix)	
              all
                Deposit Accounts and all other demand, deposit, time, savings, cash
                management and passbook accounts maintained by such Assignor with
                any
                Person and all monies, securities, Instruments and other investments
                deposited in any of the foregoing;

            


    

     

    
      	
            	(x)	
              all
                Documents;

            


    

     

    
      	
            	(xi)	
              all
                Domain Names;

            


    

     

    
      	
            	(xii)	
              all
                Equipment;

            


    

     

    
      	
            	(xiii)	
              all
                General Intangibles;

            


    

     

    
      	
            	(xiv)	
              all
                Goods;

            


    

     

    
      	
            	(xv)	
              all
                Instruments;

            


    

     

    
      	
            	(xvi)	
              all
                Inventory;

            


    

     

    
      	
            	(xvii)	
              all
                Investment Property;

            


    

     

    
      	
            	(xviii)	
              all
                Letter-of-Credit Rights (whether or not the respective letter of
                credit is
                evidenced by a writing);

            


    

     

    
      	
            	(xix)	
              all
                Marks;

            


    

     

    
      	
            	(xx)	
              all
                Patents;

            


    

     

    
      	
            	(xxi)	
              all
                Permits;

            


    

     

    
      	
            	(xxii)	
              all
                Supporting Obligations; 

            


    

     

    
      	
            	(xxiii)	
              all
                Trade Secret Rights; and

            


    

     

    
      	
            	(xxiv)	
              all
                Proceeds and products of any and all of the foregoing and any item
                excluded pursuant to the next succeeding sentence (except to the
                extent
                such proceeds would independently be excluded pursuant to said sentence)
                (all of the above, the “Collateral”).

            


    

     

    Notwithstanding
      anything to the contrary contained above, in no event shall the Collateral
      include, and no Assignor shall be deemed to have granted a security interest
      (unless and until as further provided below) in (a) any lease, license,
      contract, property rights or agreement to which any Assignor is a party or
      any
      of its rights or interests thereunder or property subject thereto if and for
      so
      long as the grant of such security interest shall constitute or result in (i)
      the abandonment, invalidation or unenforceability of same or (ii) in a breach
      or
      termination pursuant to the terms of, or a default under, any such lease,
      license, contract, property rights or agreement (other than to the extent that
      any such term in the case of preceding clause (i) or (ii), as applicable) 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), provided,
      however,
      that
      the security interests hereunder shall attach (x) immediately to any portion
      of
      such lease, license, contract, property rights or agreement that does not result
      in any of the consequences specified in (i) or (ii) and (y) to any property
      or
      assets described above in this clause (a) on the first date upon which the
      circumstances described in preceding clauses (i) and/or (ii) (as relevant)
      no
      longer exist with respect thereto, or (b) more than 65% of the Voting Equity
      Interests of any Foreign Corporation; provided
      that
      each Assignor shall be required to pledge hereunder 100% of any Non-Voting
      Equity Interests at any time and from time to time acquired by such Assignor
      of
      any Foreign Corporation.

     

    
      
        
        

      

      
        -3-

        
          

        

      

      
        
        

      

    

     

    (b)     The
      security interest of the First-Lien Collateral Agent under this Agreement
      extends to all Collateral which any Assignor may acquire, or with respect to
      which any Assignor may obtain rights, at any time during the term of this
      Agreement.

     

    (c)     Notwithstanding
      anything herein to the contrary, the relative rights and remedies of First-Lien
      Collateral Agent shall be subject to and governed by the terms of the
      Intercreditor Agreement at any time the Intercreditor Agreement is in effect.
      In
      the event of any inconsistency between the terms hereof and the Intercreditor
      Agreement, the Intercreditor Agreement shall control at any time the
      Intercreditor Agreement is in effect.

     

    1.2
        Power
      of Attorney.
      Each
      Assignor hereby constitutes and appoints the First-Lien Collateral Agent its
      true and lawful attorney, irrevocably, with full power after the occurrence
      of
      and during the continuance of an Event of Default (in the name of such Assignor
      or otherwise) to act, require, demand, receive, compound and give acquittance
      for any and all moneys and claims for moneys due or to become due to such
      Assignor under or arising out of the Collateral, to endorse any checks or other
      instruments or orders in connection therewith and to file any claims or take
      any
      action or institute any pro-ceed-ings which the First-Lien Collateral Agent
      may
      deem to be neces-sary or advisable to protect the interests of the Secured
      Creditors, which appointment as attorney is coupled with an
      interest.

     

    ARTICLE
      II

     

    GENERAL
      REPRESENTATIONS, WARRANTIES AND COVENANTS

     

    Each
      Assignor represents, warrants and covenants, which representations, warranties
      and covenants shall survive execution and delivery of this Agreement, as
      follows:

     

    2.1
        Necessary
      Filings.
      All
      filings, registrations, recordings and other actions necessary or appropriate
      to
      create, preserve and perfect the security interest granted by such Assignor
      to
      the First-Lien Collateral Agent hereby in respect of the Collateral have been
      accomplished (or will be accomplished within ten days after the Initial
      Borrowing Date or, with respect to Marks, Patents and Copyrights, within 30
      days
      of the date of the Initial Borrowing Date) and the security interest granted
      to
      the First-Lien Collateral Agent pursuant to this Agreement in and to the
      Collateral creates a valid and, together with all such filings, registrations,
      recordings and other actions, a perfected security interest therein subject
      to
      no Liens (other than Permitted Liens) and is entitled to all the rights,
      priorities and benefits afforded by the Uniform Commercial Code or other
      relevant law as enacted in any relevant jurisdic-tion to per-fected security
      interests, in each case to the extent that the Collateral consists of the type
      of prop-erty in which a security interest may be perfected by possession or
      control (within the meaning of the UCC as in effect on the date hereof in the
      State of New York), by filing a financing statement under the Uniform Commercial
      Code as enacted in any relevant jurisdiction or by a filing of a Grant of
      Security Interest in the respective form attached hereto in the United States
      Patent and Trademark Office or in the United States Copyright Office. Each
      Assignor hereby authorizes the First-Lien Collateral Agent to make duplicate
      filings as if such Assignor is a Transmitting Utility, or alternatively, as
      if
      such Assignor is a Person which is not a Transmitting Utility.

     

    
      
        
        

      

      
        -4-

        
          

        

      

      
        
        

      

    

     

    2.2
        No
      Liens.
      Such
      Assignor is, and as to all Collateral acquired by it from time to time after
      the
      date hereof such Assignor will be, the owner of all Collateral free from any
      Lien or other right, title or interest of any Person (other than Permitted
      Liens), and such Assignor shall defend the Collateral against all claims and
      demands of all Persons at any time claiming the same or any interest therein
      adverse to the First-Lien Collateral Agent.

     

    2.3
        Other
      Financing Statements.
      As of
      the date hereof, there is no financ-ing state-ment (or similar statement or
      instrument of registration under the law of any juris-diction) covering or
      purporting to cover any interest of any kind in the Collateral (other than
      financing state-ments filed in respect of Permitted Liens), and so long as
      the
      Termination Date has not occurred, such Assignor will not execute or authorize
      to be filed in any public office any financing state-ment (or similar statement
      or instrument of registra-tion under the law of any jurisdiction) or state-ments
      relating to the Collateral, except financ-ing statements filed or to be filed
      in
      respect of and covering the security interests granted hereby by such Assignor
      or in connection with Permitted Liens.

     

    2.4
        Chief
      Executive Office, Record Locations.
      The
      chief executive office of such Assignor is, on the date of this Agreement,
      located at the address indicated on Annex A hereto for such Assignor. During
      the
      period of the four calendar months preceding the date of this Agreement, the
      chief executive office of such Assignor has not been located at any address
      other than that indicated on Annex A in accordance with the immediately
      preceding sentence, in each case unless each such other address is also
      indicated on Annex A hereto for such Assignor. 

     

    2.5
        Location
      of Inventory and Equipment.
      All
      Inventory and Equipment held on the date hereof, or held at any time during
      the
      four calendar months prior to the date hereof, by each Assignor is located
      at
      one of the locations shown on Annex B hereto for such Assignor. 

     

    2.6
        Legal
      Names; Type of Organization (and Whether a Registered Organization);
      Jurisdiction of Organization; Location; Organizational Identification Numbers;
      Changes Thereto; etc.  The
      exact
      legal name of each Assignor, the type of organization of such Assignor, whether
      or not such Assignor is a Registered Organization, the jurisdiction of
      organization of such Assignor, such Assignor’s Location and the organizational
      identification number (if any) of such Assignor is listed on Annex C hereto
      for
      such Assignor. Such Assignor shall not change its legal name, its type of
      organization, its status as a Registered Organization (in the case of a
      Registered Organization), its jurisdiction of organization, its Location, or
      its
      organizational identification number (if any) from that used on Annex C hereto,
      except that any such changes shall be permitted (so long as not in violation
      of
      the applicable requirements of the Secured Debt Agreements and so long as same
      do not involve (x) a Registered Organization ceasing to constitute same or
      (y)
      such Assignor changing its jurisdiction of organization or Location from the
      United States or a State thereof to a jurisdiction of organization or Location,
      as the case may be, outside the United States or a State thereof) if (i) it
      shall have given to the First-Lien Collateral Agent not less than 15 days’ prior
      written notice of each change to the information listed on Annex C (as adjusted
      for any subsequent changes thereto previously made in accordance with this
      sentence), together with a supplement to Annex C which shall correct all
      information contained therein for such Assignor, and (ii) in connection with
      the
      respective such change or changes, it shall have taken all action reasonably
      requested by the First-Lien Collateral Agent to maintain the security interests
      of the First-Lien Collateral Agent in the Collateral intended to be granted
      hereby at all times fully perfected and in full force and effect. In addition,
      to the extent that such Assignor does not have an organizational identification
      number on the date hereof and later obtains one, such Assignor shall promptly
      thereafter notify the First-Lien Collateral Agent of such organizational
      identification number and shall take all actions reasonably satisfactory to
      the
      First-Lien Collateral Agent to the extent necessary to maintain the security
      interest of the First-Lien Collateral Agent in the Collateral intended to be
      granted hereby fully perfected and in full force and effect.

     

    
      
        
        

      

      
        -5-

        
          

        

      

      
        
        

      

    

     

    2.7
        Trade
      Names; Etc.  Such
      Assignor does not have or operate in any jurisdiction under, and in the
      preceding five years has not had or operated in any jurisdiction under, any
      trade names, fictitious names or other names except its legal name as specified
      in Annex C and such other trade or fictitious names as are listed on Annex
      D
      hereto for such Assignor. Such Assignor shall not assume or operate in any
      jurisdiction under any new trade, fictitious or other name until (i) it shall
      have given to the First-Lien Collateral Agent not less than 15 days’ written
      notice of its intention so to do, clearly describing such new name and the
      jurisdictions in which such new name will be used and providing such other
      information in connection therewith as the First-Lien Collateral Agent may
      reasonably request and (ii) with respect to such new name, it shall have taken
      all action reasonably requested by the First-Lien Collateral Agent to maintain
      the security interest of the First-Lien Collateral Agent in the Collateral
      intended to be granted hereby at all times fully perfected and in full force
      and
      effect.

     

    2.8
        Certain
      Significant Transactions.  During
      the one year period preceding the date of this Agreement, no Person shall have
      merged or consolidated with or into any Assignor, and no Person shall have
      liquidated into, or transferred all or substantially all of its assets to,
      any
      Assignor, in each case except as described in Annex E hereto. With respect
      to
      any transactions so described in Annex E hereto, the respective Assignor shall
      have furnished such information with respect to the Person (and the assets
      of
      the Person and locations thereof) which merged with or into or consolidated
      with
      such Assignor, or was liquidated into or transferred all or substantially all
      of
      its assets to such Assignor, and shall have furnished to the First-Lien
      Collateral Agent such UCC lien searches as may have been requested with respect
      to such Person and its assets, to establish that no security interest (excluding
      Permitted Liens) continues perfected on the date hereof with respect to any
      Person described above (or the assets transferred to the respective Assignor
      by
      such Person), including without limitation pursuant to Section 9-316(a)(3)
      of
      the UCC.

     

    
      
        
        

      

      
        -6-

        
          

        

      

      
        
        

      

    

     

    2.9
        Non-UCC
      Property.
      At any
      time and from time to time, promptly (and in any event within 15 days) following
      the request of the First-Lien Collateral Agent or the Required Secured
      Creditors, the Assignors shall provide the First-Lien Collateral Agent a
      reasonably detailed list (which includes reasonable estimates of the fair market
      value (as determined by the Assignors in good faith)) of all property owned
      by
      all of the Assignors of the types described in clauses (1), (2) and (3) of
      Section 9-311(a) of the UCC. At any time that the fair market value (as
      determined by the Borrower or First-Lien Collateral Agent in good faith or
      as
      shown in any list delivered pursuant to the immediately preceding sentence)
      of
      the property owned by all of the Assignors of the types described in clauses
      (1), (2) and (3) of Section 9-311(a) of the UCC exceeds $2,000,000, the
      Assignors shall, but only upon the written request of the Required Secured
      Creditors or the First-Lien Collateral Agent, within 60 days of such request
      (or
      such longer period as the Required Secured Creditors or the First-Lien
      Collateral Agent may agree to in writing) take such actions (at their own cost
      and expense) as may be required under the respective United States, State or
      other laws referenced in Section 9-311(a) of the UCC to perfect the security
      interests granted herein in any Collateral where the filing of a financing
      statement does not perfect the security interest in such property in accordance
      with the provisions of Section 9-311(a) of the UCC.

     

    2.10
        As-Extracted
      Collateral; Timber-to-be-Cut.
      On the
      date hereof, such Assignor does not own, or expect to acquire, any property
      which constitutes, or would constitute, As-Extracted Collateral or
      Timber-to-be-Cut. If at any time after the date of this Agreement such Assignor
      owns, acquires or obtains rights to any As-Extracted Collateral or
      Timber-to-be-Cut, such Assignor shall furnish the First-Lien Collateral Agent
      with prompt written notice thereof (which notice shall describe in reasonable
      detail the As-Extracted Collateral and/or Timber-to-be-Cut and the locations
      thereof) and shall take all actions as may be deemed reasonably necessary or
      desirable by the First-Lien Collateral Agent to perfect the security interest
      of
      the First-Lien Collateral Agent therein.

     

    2.11
        Collateral
      in the Possession of a Bailee.
      If any
      Inventory or other Goods are at any time in the possession of a bailee, such
      Assignor shall promptly notify the First-Lien Collateral Agent thereof and,
      if
      requested by the First-Lien Collateral Agent, shall use its commercially
      reasonable efforts to promptly obtain an acknowledgment from such bailee, in
      form and substance reasonably satisfactory to the First-Lien Collateral Agent,
      that the bailee holds such Collateral for the benefit of the First-Lien
      Collateral Agent and shall act upon the instructions of the First-Lien
      Collateral Agent, without the further consent of such Assignor. The First-Lien
      Collateral Agent agrees with such Assignor that the First-Lien Collateral Agent
      shall not give any such instructions unless an Event of Default has occurred
      and
      is continuing or would occur after taking into account any action by the
      respective Assignor with respect to any such bailee.

     

    2.12
        Recourse.
      This
      Agreement is made with full recourse to each Assignor and pursuant to and upon
      all the warranties, representations, covenants and agreements on the part of
      such Assignor contained herein, in the Secured Debt Agreements and otherwise
      in
      writing in connection herewith or therewith.

     

    
      
        
        

      

      
        -7-

        
          

        

      

      
        
        

      

    

     

    ARTICLE
      III

     

    SPECIAL
      PROVISIONS CONCERNING ACCOUNTS; CONTRACT RIGHTS;

     INSTRUMENTS;
      CHATTEL PAPER AND CERTAIN OTHER COLLATERAL

     

    3.1
        Additional
      Representations and Warranties.
      As of
      the time when each of its material Accounts arises, each Assignor shall be
      deemed to have represented and warranted that each such Account, and all
      records, papers and documents relating thereto (if any) are genuine and what
      they purport to be, and that all papers and documents (if any) relating thereto
      (i) will, to the knowledge of such Assignor, repre-sent the genuine, legal,
      valid and binding obligation of the account debtor evidencing indebt-ed-ness
      unpaid and owed by the respective account debtor arising out of the performance
      of labor or services or the sale or lease and delivery of the merchandise listed
      therein, or both, (ii) will be the only original writings evidencing and
      embodying such obligation of the account debtor named therein (other than copies
      created for general accounting purposes), (iii) will, to the knowledge of such
      Assignor, evidence true and valid obligations, enforceable in accordance with
      their respective terms, and (iv) will be in compli-ance and will conform in
      all
      material respects with all applicable federal, state and local laws and
      applicable laws of any relevant foreign jurisdiction.

     

    3.2
        Maintenance
      of Records.
      Each
      Assignor will keep and maintain at its own cost and expense accurate records
      of
      its Accounts and Contracts, including, but not limited to, originals of all
      documentation (including each Contract) with respect thereto, records of all
      pay-ments received, all credits granted thereon, all merchandise returned and
      all other dealings there-with, and such Assignor will make the same available
      on
      such Assignor’s premises to the First-Lien Collateral Agent for inspection, at
      such Assignor’s own cost and expense, at any and all reason-able times upon
      prior notice to such Assignor and otherwise in accordance with the Credit
      Agreement. Upon the occurrence and during the continuance of an Event of Default
      and at the request of the First-Lien Collateral Agent, such Assignor shall,
      at
      its own cost and expense, deliver all tangible evidence of its Accounts and
      Contract Rights (including, without limitation, all documents evidencing the
      Accounts and all Contracts) and such books and records to the First-Lien
      Collateral Agent or to its representatives (copies of which evidence and books
      and records may be retained by such Assignor). Upon the occurrence and during
      the continuance of an Event of Default and if the First-Lien Collateral Agent
      so
      directs, such Assignor shall legend, in form and manner satisfactory to the
      First-Lien Collateral Agent, the Accounts and the Contracts, as well as books,
      records and documents (if any) of such Assignor evidencing or pertaining to
      such
      Accounts and Contracts with an appropriate reference to the fact that such
      Accounts and Contracts have been assigned to the First-Lien Collateral Agent
      and
      that the First-Lien Collateral Agent has a security interest
      therein.

     

    3.3
        Direction
      to Account Debtors; Contracting Parties; etc.  Upon
      the
      occurrence and during the continuance of an Event of Default, if the First-Lien
      Collateral Agent so directs any Assignor, such Assignor agrees (x) to cause
      all
      payments on account of the Accounts and Contracts to be made directly to the
      Cash Collateral Account, (y) that the First-Lien Collateral Agent may, at its
      option, directly notify the obligors with respect to any Accounts and/or under
      any Contracts to make payments with respect thereto as provided in the preceding
      clause (x), and (z) that the First-Lien Collateral Agent may enforce collection
      of any such Accounts and Contracts and may adjust, settle or compromise the
      amount of payment thereof, in the same manner and to the same extent as such
      Assignor. Without notice to or assent by any Assignor, the First-Lien Collateral
      Agent may, upon the occurrence and during the continuance of an Event of
      Default, apply any or all amounts then in, or thereafter deposited in, the
      Cash
      Collateral Account toward the payment of the Obligations in the manner provided
      in Section 7.4 of this Agreement. The reasonable costs and expenses of
      collection (includ-ing reasonable attorneys’ fees), whether incurred by an
      Assignor or the First-Lien Collateral Agent, shall be borne by the relevant
      Assignor. The First-Lien Collateral Agent shall deliver a copy of each notice
      referred to in the preceding clause (y) to the relevant Assignor, provided
      that (x)
      the failure by the First-Lien Collateral Agent to so notify such Assignor shall
      not affect the effectiveness of such notice or the other rights of the
      First-Lien Collateral Agent created by this Section 3.3 and (y) no such notice
      shall be required if an Event of Default of the type described in Section 10.05
      of the Credit Agreement has occurred and is continuing.

     

    
      
        
        

      

      
        -8-

        
          

        

      

      
        
        

      

    

     

    3.4
        Modification
      of Terms; etc.  Except
      in
      accordance with such Assignor’s ordinary course of business and consistent with
      reasonable business judgment or as permitted by Section 3.5, no Assignor shall
      rescind or cancel any indebtedness evidenced by any Account or under any
      Contract, or modify any material term thereof or make any material adjustment
      with respect thereto, or extend or renew the same, or compromise or settle
      any
      material dispute, claim, suit or legal proceeding relating thereto, or sell
      any
      Account or Contract, or interest therein, without the prior written consent
      of
      the First-Lien Collateral Agent. No Assignor will do anything to impair the
      rights of the First-Lien Collateral Agent in the Accounts or
      Contracts.

     

    3.5
        Collection.
      Each
      Assignor shall endeavor in accordance with reasonable busi-ness practices to
      cause to be collected from the account debtor named in each of its Accounts
      or
      obligor under any Contract, as and when due (including, without limitation,
      amounts which are delinquent, such amounts to be collected in accordance with
      generally accepted lawful collection procedures) any and all amounts owing
      under
      or on account of such Account or Contract, and apply forthwith upon receipt
      thereof all such amounts as are so collected to the outstanding balance of
      such
      Account or under such Contract. Except as otherwise directed by the First-Lien
      Collateral Agent after the occurrence and during the continuation of an Event
      of
      Default, any Assignor may allow in the ordinary course of business as
      adjustments to amounts owing under its Accounts and Contracts (i) an
      extension or renewal of the time or times of payment, or settlement for less
      than the total unpaid balance, which such Assignor finds appropriate in
      accordance with reason-able business judgment and (ii) a refund or credit
      due as a result of returned or damaged merchan-dise or improperly performed
      services or for other reasons which such Assignor finds appropriate in
      accordance with reasonable business judgment. The reasonable costs and expenses
      (including, without limitation, reasonable attorneys’ fees) of collection,
      whether incurred by an Assignor or the First-Lien Collateral Agent, shall be
      borne by the relevant Assignor.

     

    3.6
        Instruments.
      If any
      Assignor owns or acquires any Instrument in excess of $100,000 constituting
      Collateral (other than checks and other payment instruments received and
      collected in the ordinary course of business), such Assignor will within 10
      Business Days notify the First-Lien Collateral Agent thereof, and upon request
      by the First-Lien Collateral Agent will promptly deliver such Instru-ment to
      the
      First-Lien Collateral Agent appropriately endorsed to the order of the
      First-Lien Collateral Agent.

     

    3.7
        Assignors
      Remain Liable Under Accounts.
      Anything herein to the contrary notwithstanding, the Assignors shall remain
      liable under each of the Accounts to observe and perform all of the conditions
      and obligations to be observed and performed by it thereunder, all in accordance
      with the terms of any agreement giving rise to such Accounts. Neither the
      First-Lien Collateral Agent nor any other Secured Creditor shall have any
      obligation or liability under any Account (or any agreement giving rise thereto)
      by reason of or arising out of this Agreement or the receipt by the First-Lien
      Collateral Agent or any other Secured Creditor of any payment relating to such
      Account pursuant hereto, nor shall the First-Lien Collateral Agent or any other
      Secured Creditor be obli-gated in any manner to perform any of the obligations
      of any Assignor under or pursuant to any Account (or any agreement giving rise
      thereto), to make any payment, to make any inquiry as to the nature or the
      sufficiency of any payment received by them or as to the sufficiency of any
      performance by any party under any Account (or any agreement giving rise
      thereto), to present or file any claim, to take any action to enforce any
      performance or to collect the payment of any amounts which may have been
      assigned to them or to which they may be entitled at any time or
      times.

     

    
      
        
        

      

      
        -9-

        
          

        

      

      
        
        

      

    

     

    3.8
        Assignors
      Remain Liable Under Contracts.
      Anything herein to the contrary notwithstanding, the Assignors shall remain
      liable under each of the Contracts to observe and per-form all of the conditions
      and obligations to be observed and performed by them thereunder, all in
      accordance with and pursuant to the terms and provisions of each Contract.
      Neither the First-Lien Collateral Agent nor any other Secured Creditor shall
      have any obligation or liability under any Contract by reason of or arising
      out
      of this Agreement or the receipt by the First-Lien Collateral Agent or any
      other
      Secured Creditor of any payment relating to such Contract pursuant hereto,
      nor
      shall the First-Lien Collateral Agent or any other Secured Creditor be obligated
      in any manner to perform any of the obligations of any Assignor under or
      pursuant to any Contract, to make any payment, to make any inquiry as to the
      nature or the sufficiency of any performance by any party under any Contract,
      to
      present or file any claim, to take any action to enforce any performance or
      to
      collect the payment of any amounts which may have been assigned to them or
      to
      which they may be entitled at any time or times.

     

    3.9
        Deposit
      Accounts; Etc.  (a)
      No
      Assignor maintains, or at any time after the date of this Agreement shall
      establish or maintain, any demand, time, savings, passbook or similar account,
      except for such accounts maintained with a bank (as defined in Section 9-102
      of
      the UCC) whose jurisdiction (determined in accordance with Section 9-304 of
      the
      UCC) is within a State of the United States. Annex
      F
      hereto accurately sets forth, as of the date of this Agreement, for each
      Assignor, each Deposit Account maintained by such Assignor (including a
      description thereof and the respective account number), the name of the
      respective bank with which such Deposit Account is maintained, and the
      jurisdiction of the respective bank with respect to such Deposit Account. For
      each Deposit Account (other than the Cash Collateral Account, any other Deposit
      Account maintained with the First-Lien Collateral Agent and, subject to the
      terms contained in the definition thereof, any Designated Account), the
      respective Assignor shall cause the bank with which the Deposit Account is
      maintained to execute and deliver to the First-Lien Collateral Agent, within
      45
      days after the date of this Agreement (as such date may be extended by the
      First-Lien Collateral Agent) or, if later, at the time of the establishment
      of
      the respective Deposit Account, a “control agreement” in the form of Annex G
      hereto (appropriately completed), with such changes thereto as may be acceptable
      to the First-Lien Collateral Agent. If any bank with which a Deposit Account
      is
      maintained refuses to, or does not, enter into such a “control agreement”, then
      the respective Assignor shall promptly (and in any event within 45 days after
      the date of this Agreement or, if later, 30 days after the establishment of
      such
      account) close the respective Deposit Account and transfer all balances therein
      to the Cash Collateral Account or another Deposit Account meeting the
      requirements of this Section 3.9. If any bank with which a Deposit Account
      is
      maintained refuses to subordinate all its claims, subject to customary
      exceptions, with respect to such Deposit Account to the First-Lien Collateral
      Agent’s security interest therein on terms satisfactory to the First-Lien
      Collateral Agent, then the First-Lien Collateral Agent, at its option, may
      (x)
      require that such Deposit Account be terminated in accordance with the
      immediately preceding sentence or (y) agree to a “control agreement” without
      such subordination, provided that in such event the First-Lien Collateral Agent
      may at any time, at its option, subsequently require that such Deposit Account
      be terminated (within 30 days after notice from the First-Lien Collateral Agent,
      as such date may be extended by the First-Lien Collateral Agent). 

     

    
      
        
        

      

      
        -10-

        
          

        

      

      
        
        

      

    

     

    (b)     After
      the
      date of this Agreement, no Assignor shall establish any new demand, time,
      savings, passbook or similar account, except for Deposit Accounts established
      and maintained with banks and meeting the requirements of preceding clause
      (a).
      At the time any such Deposit Account is established, the appropriate “control
      agreement” shall be entered into in accordance with the requirements of
      preceding clause (a) and the respective Assignor shall furnish to the First-Lien
      Collateral Agent a supplement to Annex F hereto containing the relevant
      information with respect to the respective Deposit Account and the bank with
      which same is established.

     

    3.10
        Letter-of-Credit
      Rights.
      If any
      Assignor is at any time a beneficiary under a letter of credit with a stated
      amount of $1,000,000 or more, such Assignor shall promptly notify the First-Lien
      Collateral Agent thereof and, at the request of the First-Lien Collateral Agent,
      such Assignor shall, pursuant to an agreement in form and substance reasonably
      satisfactory to the First-Lien Collateral Agent, use its reasonable best efforts
      to (i) arrange for the issuer and any confirmer of such letter of credit to
      consent to an assignment to the First-Lien Collateral Agent of the proceeds
      of
      any drawing under such letter of credit or (ii) arrange for the First-Lien
      Collateral Agent to become the transferee beneficiary of such letter of credit,
      with the First-Lien Collateral Agent agreeing, in each case, that the proceeds
      of any drawing under the letter of credit are to be applied as provided in
      this
      Agreement after the occurrence and during the continuance of an Event of
      Default.

     

    3.11
        Commercial
      Tort Claims.
      All
      Commercial Tort Claims of each Assignor in existence on the date of this
      Agreement are described in Annex H hereto. If any Assignor shall at any time
      after the date of this Agreement acquire a Commercial Tort Claim in an amount
      (taking the greater of the aggregate claimed damages thereunder or the
      reasonably estimated value thereof) of $1,000,000 or more, such Assignor shall
      promptly notify the First-Lien Collateral Agent thereof in a writing signed
      by
      such Assignor and describing the details thereof and shall grant to the
      First-Lien Collateral Agent in such writing a security interest therein and
      in
      the proceeds thereof, all upon the terms of this Agreement, with such writing
      to
      be in form and substance reasonably satisfactory to the First-Lien Collateral
      Agent.

     

    3.12
        Chattel
      Paper.
      Upon
      the request of the First-Lien Collateral Agent made at any time or from time
      to
      time, each Assignor shall promptly furnish to the First-Lien Collateral Agent
      a
      list of all Electronic Chattel Paper held or owned by such Assignor.
      Furthermore, if requested by the First-Lien Collateral Agent, each Assignor
      shall promptly take all actions which are reasonably practicable so that the
      First-Lien Collateral Agent has “control” of all Electronic Chattel Paper in
      accordance with the requirements of Section 9-105 of the UCC. Each Assignor
      will
      promptly (and in any event within 10 days) following any request by the
      First-Lien Collateral Agent, deliver all of its Tangible Chattel Paper to the
      First-Lien Collateral Agent.

     

    
      
        
        

      

      
        -11-

        
          

        

      

      
        
        

      

    

     

    3.13
        Further
      Actions.
      Each
      Assignor will, at its own expense, make, execute, endorse, acknowledge, file
      and/or deliver to the First-Lien Collateral Agent from time to time such
      vouchers, invoices, schedules, confirmatory assignments, conveyances, financing
      statements, transfer endorsements, certificates, reports and other assurances
      or
      instruments and take such further steps, including any and all actions as may
      be
      necessary or required under the Federal Assignment of Claims Act, relating
      to
      its Accounts, Contracts, Instruments and other property or rights covered by
      the
      security interest hereby granted, as the First-Lien Collateral Agent may
      reasonably require.

     

    ARTICLE
      IV

     

    SPECIAL
      PROVISIONS CONCERNING TRADEMARKS AND DOMAIN NAMES

     

    4.1
        Additional
      Representations and Warranties.
      Each
      Assignor represents and warrants that it is the true and lawful owner of all
      right, title and interest in and to the registered Marks and Domain Names listed
      in Annex I hereto for such Assignor and that said listed Marks and Domain Names
      include all United States marks and applications for United States marks owned
      or purported to be owned by such Assignor registered in the United States Patent
      and Trademark Office, as well as all Domain Names that such Assignor owns or
      purports to own as of the date hereof. Each Assignor represents and warrants
      that it owns, is licensed to use or otherwise has the right to use any
      trademarks, service marks or other indicia of origin, including trade dress,
      and
      any Internet domain names, that it uses. Each Assignor further warrants that
      it
      has no knowledge of any third party claim received by it that any aspect of
      such
      Assignor’s present or contemplated business oper-ations infringes or will
      infringe any trademark, service mark or trade name of any other Person other
      than as could not, either individually or in the aggregate, reasonably be
      expected to have a Material Adverse Effect. Each Assignor represents and
      warrants that the registrations of Marks listed in Annex I hereto are valid,
      subsisting, have not been canceled and that such Assignor is not aware of any
      third-party claim that any of said registrations is invalid or unenforceable,
      and is not aware that there is any reason that any of said registrations is
      invalid or unenforceable, and is not aware that there is any reason that any
      of
      said applications will not mature into registrations, other than as could not,
      either individually or in the aggregate, reasonably be expected to have a
      Material Adverse Effect. Each Assignor hereby grants to the First-Lien
      Collateral Agent an absolute power of attor-ney to sign, upon the occurrence
      and
      during the continuance of an Event of Default, any docu-ment which may be
      required by the United States Patent and Trademark Office or similar registrar
      in order to effect an absolute assignment of all right, title and interest
      in
      each Mark and/or Domain Name, and record the same.

     

    4.2
        Licenses
      and Assignments.
      Except
      as otherwise permitted by the Secured Debt Agreements, each Assignor hereby
      agrees not to divest itself of any right under any Mark or Domain Name absent
      prior written approval of the First-Lien Collateral Agent.

     

    
      
        
        

      

      
        -12-

        
          

        

      

      
        
        

      

    

     

    4.3
        Infringements.
      Each
      Assignor agrees, promptly upon learning thereof, to notify the First-Lien
      Collateral Agent in writing of the name and address of, and to furnish such
      pertinent information that may be available with respect to, any party who
      such
      Assignor believes is, or is likely to be, infringing or diluting or otherwise
      violating any of such Assignor’s rights in and to any Mark or Domain Name in any
      manner that could reasonably be expected to have a Material Adverse Effect,
      or
      with respect to any party claiming that such Assignor’s use of any Mark or
      Domain Name material to such Assignor’s business violates in any material
      respect any property right of that party. Each Assignor further agrees to
      prosecute diligently in accordance with reasonable business practices any Person
      infringing any Mark or Domain Name in any manner that could reasonably be
      expected to have a Material Adverse Effect. 

     

    4.4
        Preservation
      of Marks and Domain Names.
      Each
      Assignor agrees to use its Marks and Domain Names which are material to such
      Assignor’s business in interstate commerce during the time in which this
      Agreement is in effect and to take all such other actions as are reasonably
      necessary to preserve such Marks as trademarks or service marks under the laws
      of the United States (other than any such Marks which Assignor reasonably
      determines are no longer used or useful in its business or
      operations).

     

    4.5
        Maintenance
      of Registration.
      Each
      Assignor shall, at its own expense, dili-gently process all documents reasonably
      required to maintain all Mark and/or Domain Name registrations, including but
      not limited to affidavits of use and applications for renewals of registration
      in the United States Patent and Trademark Office for all of its material
      registered Marks, and shall pay all fees and dis-burse-ments in connection
      therewith and shall not abandon any such filing of affidavit of use or any
      such
      application of renewal prior to the exhaustion of all administrative and
      judicial remedies with-out prior written consent of the First-Lien Collateral
      Agent (other than with respect to registrations and applications deemed by
      such
      Assignor in its reasonable business judgment to be no longer prudent to
      pursue).

     

    4.6
        Future
      Registered Marks and Domain Names.
      If any
      Mark registration is issued hereafter to any Assignor as a result of any
      application now or hereafter pending before the United States Patent and
      Trademark Office or any Domain Name is registered by Assignor, within 60 days
      of
      receipt of such certificate or similar indicia of ownership, such Assignor
      shall
      deliver to the First-Lien Collateral Agent a copy of such registration
      certificate or similar indicia of ownership, and a grant of a security interest
      in such Mark and/or Domain Name, to the First-Lien Collateral Agent and at
      the
      expense of such Assignor, confirming the grant of a security interest in such
      Mark and/or Domain Name to the First-Lien Collateral Agent hereunder, the form
      of such security to be substantially in the form of Annex L hereto or in such
      other form as may be reasonably satisfactory to the First-Lien Collateral
      Agent.

     

    4.7
        Remedies.
      If an
      Event of Default shall occur and be continuing, the First-Lien Collateral Agent
      may, by written notice to the relevant Assignor, take any or all of the
      following actions: (i) declare the entire right, title and interest of such
      Assignor in and to each of the Marks and Domain Names, together with all
      trademark rights and rights of protection to the same, vested in the First-Lien
      Collateral Agent for the benefit of the Secured Creditors, in which event such
      rights, title and interest shall immedi-ately vest, in the First-Lien Collateral
      Agent for the benefit of the Secured Creditors, and the First-Lien Collateral
      Agent shall be entitled to exercise the power of attorney referred to in Section
      4.1 hereof to execute, cause to be acknowledged and notarized and record said
      absolute assignment with the applicable agency or registrar; (ii) take and
      use
      or sell the Marks or Domain Names and the goodwill of such Assignor’s business
      symbolized by the Marks or Domain Names and the right to carry on the business
      and use the assets of such Assignor in connection with which the Marks or Domain
      Names have been used; and (iii) direct such Assignor to refrain, in which event
      such Assignor shall refrain, from using the Marks or Domain Names in any manner
      whatso-ever, directly or indirectly, and such Assignor shall execute such
      further documents that the First-Lien Collateral Agent may reasonably request
      to
      further confirm this and to transfer ownership of the Marks or Domain Names
      and
      registrations and any pending trademark applications in the United States Patent
      and Trademark Office or applicable Domain Name registrar to the First-Lien
      Collateral Agent. 

     

    
      
        
        

      

      
        -13-

        
          

        

      

      
        
        

      

    

     

    ARTICLE
      V

     

    SPECIAL
      PROVISIONS CONCERNING PATENTS, COPYRIGHTS AND TRADE SECRETS

     

    5.1
        Additional
      Representations and Warranties.
      Each
      Assignor represents and warrants that it is the true and lawful owner of all
      rights in (i) the Trade Secret Rights, (ii) all right, title and interest in
      and
      to the Patents listed in Annex J hereto for such Assignor and that said Patents
      include all the United States patents and applications for United States patents
      that such Assignor owns as of the date hereof and (iii) all right, title and
      interest in and to the registered Copyrights listed in Annex K hereto for such
      Assignor and that said Copyrights include all the United States copyrights
      registered with the United States Copyright Office and applications to United
      States copyrights that such Assignor owns as of the date hereof. Each Assignor
      further warrants that it has no knowledge of any third party claim that any
      aspect of such Assignor’s present or contemplated business operations infringes
      or will infringe any patent of any other Person or such Assignor has
      misappropriated any trade secret or proprietary information which, either
      individually or in the aggregate, could reasonably be expected to have a
      Material Adverse Effect. Each Assignor represents and warrants that the Patents
      listed in Annex J hereto are valid, subsisting, have not been canceled and
      that
      such Assignor is not aware of any third-party claim that any of said Patents
      are
      invalid or unenforceable, and is not aware that there is any reason that any
      of
      said Patents are invalid or unenforceable, and is not aware that there is any
      reason that any of said Patent applications will not mature into issued Patents.
      Each Assignor hereby grants to the First-Lien Collateral Agent an absolute
      power
      of attorney to sign, upon the occurrence and during the continuance of any
      Event
      of Default, any document which may be required by the United States Patent
      and
      Trademark Office or the United States Copyright Office in order to effect an
      absolute assignment of all right, title and interest in each Patent or
      Copyright, and to record the same.

     

    5.2
        Licenses
      and Assignments.
      Except
      as otherwise permitted by the Secured Debt Agreements, each Assignor hereby
      agrees not to divest itself of any right under any Patent or Copyright absent
      prior written approval of the First-Lien Collateral Agent.

     

    5.3
        Infringements.
      Each
      Assignor agrees, promptly upon learning thereof, to furnish the First-Lien
      Collateral Agent in writing with all pertinent information available to such
      Assignor with respect to any infringement, contributing infringement or active
      inducement to infringe or other violation of such Assignor’s rights in any
      Patent or Copyright or to any claim that the practice of any Patent or use
      of
      any Copyright vio-lates any property right of a third party, or with respect
      to
      any misappropriation of any Trade Secret Right or any claim that practice of
      any
      Trade Secret Right violates any property right of a third party, in each case,
      in any manner which, either individually or in the aggregate, could reasonably
      be expected to have a Material Adverse Effect. Each Assignor further agrees,
      absent direction of the First-Lien Collateral Agent to the contrary, to
      diligently prosecute, in accordance with its reasonable business judgment,
      any
      Person infringing any Patent or Copy-right or any Person misappropriating any
      Trade Secret Right, in each case to the extent that such infringement or
      misappropriation, either individually or in the aggregate, could reasonably
      be
      expected to have a Material Adverse Effect.

     

    
      
        
        

      

      
        -14-

        
          

        

      

      
        
        

      

    

     

    5.4
        Maintenance
      of Patents or Copyrights.
      At its
      own expense, each Assignor shall make timely payment of all post-issuance fees
      required to maintain in force its rights under each Patent or Copyright, absent
      prior written consent of the First-Lien Collateral Agent (other than any such
      Patents or Copyrights which are no longer used or are deemed by such Assignor
      in
      its reasonable business judgment to no longer be useful in its business or
      operations).

     

    5.5
        Prosecution
      of Patent Applications.
      At its
      own expense, each Assignor shall diligently prosecute all material applications
      for the United States Patents listed in Annex J hereto, in each case for
      such Assignor and shall not abandon any such application prior to exhaustion
      of
      all administrative and judicial remedies (other than applications that are
      deemed by such Assignor in its reasonable business judgment to no longer be
      necessary in the conduct of the Assignor’s business), absent written consent of
      the First-Lien Collateral Agent.

     

    5.6
        Other
      Patents and Copyrights.
      Within
      30 days of the acquisition or issuance of a United States Patent, registration
      of a Copyright, or acquisition of a registered Copyright, or of filing of an
      application for a United States Patent or Copyright, the relevant Assignor
      shall
      deliver to the First-Lien Collateral Agent a copy of said Copyright or Patent,
      or certificate or registration of, or appli-cation therefor, as the case may
      be,
      with a grant of a security interest as to such Patent or Copyright, as the
      case
      may be, to the First-Lien Collateral Agent and at the expense of such Assignor,
      confirming the grant of a security interest, the form of such grant of a
      security interest to be substan-tially in the form of Annex M or N hereto,
      as
      appropriate, or in such other form as may be reason-ably satisfactory to the
      First-Lien Collateral Agent.

     

    5.7
        Remedies.
      If an
      Event of Default shall occur and be continuing, the First-Lien Collateral Agent
      may, by written notice to the relevant Assignor, take any or all of the
      following actions: (i) declare the entire right, title, and interest of such
      Assignor in each of the Patents and Copyrights vested in the First-Lien
      Collateral Agent for the benefit of the Secured Creditors, in which event such
      right, title, and interest shall immediately vest in the First-Lien Collateral
      Agent for the benefit of the Secured Creditors, in which case the First-Lien
      Collateral Agent shall be entitled to exercise the power of attorney referred
      to
      in Section 5.1 hereof to execute, cause to be acknowledged and notarized and
      to
      record said absolute assignment with the applicable agency; (ii) take and
      practice or sell the Patents and Copyrights; and (iii) direct such Assignor
      to
      refrain, in which event such Assignor shall refrain, from practicing the Patents
      and using the Copyrights directly or indirectly, and such Assignor shall execute
      such further documents as the First-Lien Collateral Agent may reasonably request
      further to confirm this and to transfer ownership of the Patents and Copyrights
      to the First-Lien Collateral Agent for the benefit of the Secured
      Creditors.

     

    
      
        
        

      

      
        -15-

        
          

        

      

      
        
        

      

    

     

    ARTICLE
      VI

     

    PROVISIONS
      CONCERNING ALL COLLATERAL

     

    6.1
        Protection
      of First-Lien Collateral Agent’s Security.
      Except
      as otherwise permitted by the Secured Debt Agreements, each Assignor will do
      nothing to impair the rights of the First-Lien Collateral Agent in the
      Collateral. Each Assignor will at all times maintain insurance, at such
      Assignor’s own expense to the extent and in the manner provided in the Secured
      Debt Agreements. Except to the extent otherwise permitted to be retained by
      such
      Assignor or applied by such Assignor pursuant to the terms of the Secured Debt
      Agreements, the First-Lien Collateral Agent shall, at the time any proceeds
      of
      such insurance are distributed to the Secured Creditors, apply such proceeds
      in
      accordance with Section 7.4 hereof. Each Assignor assumes all liability and
      responsibility in connection with the Collateral acquired by it and the
      liability of such Assignor to pay the Obligations shall in no way be affected
      or
      dimin-ished by reason of the fact that such Collateral may be lost, destroyed,
      stolen, damaged or for any reason whatsoever unavailable to such
      Assignor.

     

    6.2
        Warehouse
      Receipts Non-Negotiable.
      To the
      extent practicable, each Assignor agrees that if any ware-house receipt or
      receipt in the nature of a warehouse receipt is issued with respect to any
      of
      its Inventory, such Assignor shall request that such warehouse receipt or
      receipt in the nature thereof shall not be “negotiable” (as such term is used in
      Section 7-104 of the Uniform Commercial Code as in effect in any relevant
      jurisdiction or under other relevant law).

     

    6.3
        Additional
      Information.Each
      Assignor will, at its own expense, from time to time upon the reasonable request
      of the First-Lien Collateral Agent, promptly (and in any event within 10 days
      after its receipt of the respective request) furnish to the First-Lien
      Collateral Agent such information with respect to the Collateral (including
      the
      identity of the Collateral or such components thereof as may have been requested
      by the First-Lien Collateral Agent, the value and location of such Collateral,
      etc.) as may be requested by the First-Lien Collateral Agent. Without limiting
      the forgoing, each Assignor agrees that it shall promptly (and in any event
      within 10 days after its receipt of the respective request) furnish to the
      First-Lien Collateral Agent such updated Annexes hereto as may from time to
      time
      be reasonably requested by the First-Lien Collateral Agent.

     

    6.4
        Further
      Actions.
      Each
      Assignor will, at its own expense and upon the reason-able request of the
      First-Lien Collateral Agent, make, execute, endorse, acknowledge, file and/or
      deliver to the First-Lien Collateral Agent from time to time such lists,
      descriptions and designations of its Collateral, warehouse receipts, receipts
      in
      the nature of warehouse receipts, bills of lading, docu-ments of title,
      vouchers, invoices, schedules, confirmatory assignments, conveyances, financing
      statements, transfer endorse-ments, certificates, reports and other assurances
      or instruments and take such further steps relating to the Collateral and other
      property or rights covered by the security interest hereby granted, which the
      First-Lien Collateral Agent deems reasonably appropriate or advisable to
      perfect, preserve or protect its security interest in the
      Collateral.

     

    
      
        
        

      

      
        -16-

        
          

        

      

      
        
        

      

    

     

    6.5
        Financing
      Statements.
      Each
      Assignor agrees to authorize and deliver to the First-Lien Collateral Agent
      such
      financing statements, in form reasonably acceptable to the First-Lien Collateral
      Agent, as the First-Lien Collateral Agent may from time to time reasonably
      request or as are reasonably necessary or desirable in the opinion of the
      First-Lien Collateral Agent to establish and maintain a valid, enforceable,
      perfected security interest in the Collateral as provided herein and the other
      rights and security contemplated hereby. Each Assignor will pay any applicable
      filing fees, recordation taxes and related expenses relating to its Collateral.
      Each Assignor hereby authorizes the First-Lien Collateral Agent to file any
      such
      financing statements without the signature of such Assignor where permitted
      by
      law (and such authorization includes describing the Collateral as “all assets”
of such Assignor).

     

    ARTICLE
      VII

     

    REMEDIES
      UPON OCCURRENCE OF AN EVENT OF DEFAULT

     

    7.1
        Remedies;
      Obtaining the Collateral Upon Default.
      Each
      Assignor agrees that, if any Event of Default shall have occurred and be
      continuing, then and in every such case, the First-Lien Collateral Agent, in
      addition to any rights now or hereafter existing under the other provisions
      of
      this Agreement, shall have all rights as a secured creditor under any UCC,
      and
      such additional rights and remedies to which a secured creditor is entitled
      under the laws in effect in all relevant jurisdictions and may:

     

    (i)  personally,
      or by agents or attorneys, immediately take possession of the Collateral or
      any
      part thereof, from such Assignor or any other Person who then has possession
      of
      any part thereof with or without notice or process of law, and for that purpose
      may enter upon such Assignor’s premises where any of the Collateral is located
      and remove the same and use in connection with such removal any and all
      services, supplies, aids and other facilities of such Assignor;

     

    (ii)  instruct
      the obligor or obligors on any agreement, instrument or other obligation
      (including, without limitation, the Accounts and the Contracts) consti-tuting
      the Collateral to make any payment required by the terms of such agreement,
      instrument or other obligation directly to the First-Lien Collateral Agent
      and
      may exercise any and all remedies of such Assignor in respect of such
      Collateral;

     

    (iii)  instruct
      all banks which have entered into a control agreement with the First-Lien
      Collateral Agent to transfer all monies, securities and instruments held by
      such
      depositary bank to the Cash Collateral Account;

     

    (iv)  sell,
      assign or otherwise liquidate any or all of the Collateral or any part thereof
      in accordance with Section 7.2 hereof, or direct such Assignor to sell, assign
      or otherwise liquidate any or all of the Collateral or any part thereof, and,
      in
      each case, take possession of the proceeds of any such sale or
      liquidation;

     

    (v)  take
      possession of the Collateral or any part thereof, by directing such Assignor
      in
      writing to deliver the same to the First-Lien Collateral Agent at any reasonable
      place or places designated by the First-Lien Collateral Agent, in which event
      such Assignor shall at its own expense:

     

    
      
        
        

      

      
        -17-

        
          

        

      

      
        
        

      

    

     

    (x)   forthwith
      cause the same to be moved to the place or places so designated by the
      First-Lien Collateral Agent and there delivered to the First-Lien Collateral
      Agent;

     

    (y)   store
      and
      keep any Collateral so delivered to the First-Lien Collateral Agent at such
      place or places pending further action by the First-Lien Collateral Agent as
      provided in Section 7.2 hereof; and

     

    (z)    while
      the
      Collateral shall be so stored and kept, provide such security and maintenance
      services as shall be reasonably necessary to protect the same and to preserve
      and maintain it in good condition; 

     

    (vi)  subject
      to any exclusive license issued prior to the Event of Default, license or
      sublicense, whether on an exclusive or nonexclusive basis, any Marks, Domain
      Names, Patents or Copyrights included in the Collateral for such term and on
      such conditions and in such manner as the First-Lien Collateral Agent shall
      in
      its sole judgment determine; provided in the case of Marks to the maintenance
      of
      quality standards, not less than comparable to the standards in place at the
      time of the Event of Default;

     

    (vii)  apply
      any
      monies constituting Collateral or proceeds thereof in accordance with the
      provisions of Section 7.4; and

     

    (viii)  take
      any
      other action as specified in clauses (1) through (5), inclusive, of Section
      9-607 of the UCC;

     

    it
      being
      understood that each Assignor’s obligation so to deliver the Collateral is of
      the essence of this Agreement and that, accordingly, upon application to a
      court
      of equity having jurisdiction, the First-Lien Collateral Agent shall be entitled
      to a decree requiring specific per-formance by such Assignor of said obligation.
      By accepting the benefits of this Agreement and each other Security Document,
      the Secured Creditors expressly acknowledge and agree that this Agreement and
      each other Security Document may be enforced only by the action of the
      First-Lien Collateral Agent acting upon the instruc-tions of the Required
      Secured Creditors and that no other Secured Creditor shall have any right
      individually to seek to enforce or to enforce this Agreement or to realize
      upon
      the security to be granted hereby, it being understood and agreed that such
      rights and remedies may be exercised by the First-Lien Collateral Agent or
      the
      holders of at least a majority of the outstanding Other Obligations, as the
      case
      may be, for the benefit of the Secured Creditors upon the terms of this
      Agreement and the other Security Documents. Furthermore, each Assignor agrees
      to, upon the occurrence and continuance of an Event of Default, use its
      commercially reasonable efforts to assist the First-Lien Collateral Agent in
      obtaining any approvals or assignments or licenses from any relevant
      Governmental Authority that may be necessary for the exercise of the rights
      and
      remedies of the First-Lien Collateral Agent with respect to the
      Collateral.

     

    
      
        
        

      

      
        -18-

        
          

        

      

      
        
        

      

    

     

    7.2
        Remedies;
      Disposition of the Collateral.
      If any
      Event of Default shall have occurred and be continuing, then any Collateral
      repossessed by the First-Lien Collateral Agent under or pursuant to Section
      7.1
      hereof and any other Collateral whether or not so re-possessed by the First-Lien
      Collateral Agent, may be sold, assigned, leased or otherwise disposed of under
      one or more con-tracts or as an entirety, and without the necessity of gathering
      at the place of sale the property to be sold, and in general in such manner,
      at
      such time or times, at such place or places and on such terms as the First-Lien
      Collateral Agent may, in compliance with any mandatory requirements of
      applicable law, determine to be commercially reasonable. Any of the Collateral
      may be sold, leased or other-wise disposed of, in the condition in which the
      same existed when taken by the First-Lien Collateral Agent or after any overhaul
      or repair at the expense of the relevant Assignor which the First-Lien
      Collateral Agent shall determine to be commercially reasonable. Any such sale,
      lease or other disposition may be effected by means of a public disposition
      or
      private disposition, effected in accordance with the applicable requirements
      (in
      each case if and to the extent applicable) of Sections 9-610 through 9-613
      of
      the UCC and/or such other mandatory requirements of applicable law as may apply
      to the respective disposition. The First-Lien Collateral Agent may, with-out
      notice or publication, adjourn any public or private disposition or cause the
      same to be adjourned from time to time by announcement at the time and place
      fixed for the disposition, and such disposition may be made at any time or
      place
      to which the disposition may be so adjourned. To the extent permitted by any
      such requirement of law, the First-Lien Collateral Agent may bid for and become
      the purchaser (and may pay all or any portion of the purchase price by crediting
      Obligations against the purchase price) of the Collateral or any item thereof,
      offered for disposition in accordance with this Section 7.2 without
      account-ability to the relevant Assignor. If, under applicable law, the
      First-Lien Collateral Agent shall be permitted to make disposition of the
      Collateral within a period of time which does not permit the giving of notice
      to
      the relevant Assignor as hereinabove specified, the First-Lien Collateral Agent
      need give such Assignor only such notice of disposition as shall be required
      by
      such applicable law. Each Assignor agrees to do or cause to be done all such
      other acts and things as may be reasonably necessary to make such disposition
      or
      dispositions of all or any portion of the Collateral valid and binding and
      in
      compliance with any and all applicable laws, regulations, orders, writs,
      injunctions, decrees or awards of any and all courts, arbitrators or
      governmental instrumentalities, domestic or foreign, having jurisdic-tion over
      any such sale or sales, all at such Assignor’s expense.

     

    7.3
        Waiver
      of Claims.
      Except
      as otherwise provided in this Agreement, EACH AS-SIGNOR HEREBY WAIVES, TO THE
      EXTENT PERMITTED BY APPLICABLE LAW, NOTICE AND JUDICIAL HEARING IN CONNECTION
      WITH THE FIRST-LIEN COLLATERAL AGENT’S TAKING POSSESSION OR THE FIRST-LIEN
      COLLATERAL AGENT’S DISPOSITION OF ANY OF THE COLLATERAL, INCLUDING, WITHOUT
      LIMITATION, ANY AND ALL PRIOR NOTICE AND HEARING FOR ANY PREJUDGMENT REMEDY
      OR
      REMEDIES, and each Assignor hereby further waives, to the extent permitted
      by
      law:

     

    (i)  all
      damages occasioned by such taking of possession or any such disposition except
      any damages which are the direct result of the First-Lien Collateral Agent’s
      gross negligence or willful misconduct (as determined by a court of competent
      jurisdiction in a final and non-appealable decision);

     

    
      
        
        

      

      
        -19-

        
          

        

      

      
        
        

      

    

     

    (ii)  all
      other
      requirements as to the time, place and terms of sale or other require-ments
      with
      respect to the enforcement of the First-Lien Collateral Agent’s rights
      here-under; and

     

    (iii)  all
      rights of redemption, appraisement, valuation, stay, extension or moratorium
      now
      or hereafter in force under any applicable law in order to prevent or delay
      the
      en-forcement of this Agreement or the absolute sale of the Collateral or any
      portion thereof, and each Assignor, for itself and all who may claim under
      it,
      insofar as it or they now or here-after lawfully may, hereby waives the benefit
      of all such laws.

     

    Any
      sale
      of, or the grant of options to purchase, or any other realization upon, any
      Collateral shall operate to divest all right, title, interest, claim and demand,
      either at law or in equity, of the rele-vant Assignor therein and thereto,
      and
      shall be a perpetual bar both at law and in equity against such Assignor and
      against any and all Persons claiming or at-tempting to claim the Collateral
      so
      sold, optioned or realized upon, or any part thereof, from, through and under
      such Assignor.

     

    7.4
        Application
      of Proceeds.
      (a) All
      moneys collected by the First-Lien Collateral Agent (or, to the extent the
      Pledge Agreement or any other Security Document requires proceeds of collateral
      under such other Security Document to be applied in accordance with the
      provisions of this Agreement, the Pledgee or First-Lien Collateral Agent under
      such other Security Document) upon any sale or other disposition of the
      Collateral, together with all other moneys received by the First-Lien Collateral
      Agent hereunder, shall be applied as follows:

     

    (i)  first,
      to the
      payment of all amounts owing the First-Lien Collateral Agent of the type
      described in clauses (iii), (iv) and (v) of the definition of
“Obligations”;

     

    (ii)  second,
      to the
      extent proceeds remain after the application pursuant to the preceding clause
      (i), to the payment of all amounts owing to any Agent of the type described
      in
      clauses (v) and (vi) of the definition of “Obligations”;

     

    (iii)  third,
      to the
      extent proceeds remain after the application pursuant to the preceding clauses
      (i) and (ii), an amount equal to the outstanding Primary Obligations shall
      be
      paid to the Secured Creditors as provided in Section 7.4(e) hereof, with each
      Secured Creditor receiving an amount equal to its outstanding Primary
      Obligations or, if the proceeds are insufficient to pay in full all such Primary
      Obligations, its Pro Rata Share of the amount remaining to be
      distributed;

     

    (iv)  fourth,
      to the
      extent proceeds remain after the application pursuant to the preceding clauses
      (i) through (iii), inclusive, an amount equal to the outstanding Secondary
      Obligations shall be paid to the Secured Creditors as provided in Section 7.4(e)
      hereof, with each Secured Creditor receiving an amount equal to its outstanding
      Secondary Obligations or, if the proceeds are insufficient to pay in full all
      such Secondary Obligations, its Pro Rata Share of the amount remaining to be
      distributed; and 

     

    (v)  fifth,
      to the
      extent proceeds remain after the application pursuant to the preced-ing clauses
      (i) through (iv), inclusive, and following the termination of this Agreement
      pursuant to Section 10.8(a) hereof, to the relevant Assignor or to whomever
      may
      be lawfully entitled to receive such surplus. 

     

    
      
        
        

      

      
        -20-

        
          

        

      

      
        
        

      

    

     

    (b)  For
      purposes of this Agreement, (x) “Pro
      Rata Share”
shall
      mean, when cal-culating a Secured Creditor’s portion of any distribution or
      amount, that amount (expressed as a percentage) equal to a fraction the
      numerator of which is the then unpaid amount of such Secured Creditor’s Primary
      Obligations or Secondary Obligations, as the case may be, and the denominator
      of
      which is the then outstanding amount of all Primary Obligations or Secondary
      Obligations, as the case may be, (y) “Primary
      Obligations”
shall
      mean (i) in the case of the Credit Document Obligations, all principal of,
      premium, fees and interest on, all Loans, all Unpaid Drawings, the Stated Amount
      of all outstanding Letters of Credit and all Fees and (ii) in the case of the
      Other Obligations, all amounts due under each Interest Rate Protection Agreement
      and each Other Hedging Agree-ment with an Other Creditor (other than
      indemnities, fees (including, without limita-tion, attorneys’ fees) and similar
      obligations and liabilities) and (z) “Secondary
      Obligations”
shall
      mean all Obligations other than Primary Obligations.

     

    (c)     When
      payments to Secured Creditors are based upon their respective Pro Rata Shares,
      the amounts received by such Secured Creditors hereunder shall be applied (for
      purposes of making determinations under this Section 7.4 only) (i) first, to
      their Primary Obliga-tions and (ii) second, to their Secondary Obligations.
      If
      any payment to any Secured Creditor of its Pro Rata Share of any distribution
      would result in overpayment to such Secured Creditor, such excess amount shall
      instead be distributed in respect of the unpaid Primary Obligations or Secondary
      Obligations, as the case may be, of the other Secured Creditors, with each
      Secured Creditor whose Primary Obligations or Secondary Obligations, as the
      case
      may be, have not been paid in full to receive an amount equal to such excess
      amount multiplied by a fraction the numer-ator of which is the unpaid Primary
      Obligations or Secondary Obligations, as the case may be, of such Secured
      Creditor and the denominator of which is the unpaid Primary Obligations or
      Secondary Obligations, as the case may be, of all Secured Creditors entitled
      to
      such distribution.

     

    (d)     Each
      of
      the Secured Creditors, by their acceptance of the benefits hereof and of the
      other Security Documents, agrees and acknowledges that if the Lender Creditors
      receive a distribution on account of undrawn amounts with respect to Letters
      of
      Credit issued under the Credit Agreement (which shall only occur after all
      outstanding Revolving Loans under the Credit Agreement and Unpaid Drawings
      have
      been paid in full), such amounts shall be paid to the Administrative Agent
      under
      the Credit Agreement and held by it, for the equal and ratable benefit of the
      Lender Creditors, as cash security for the repayment of Obligations owing to
      the
      Lender Creditors as such. If any amounts are held as cash security pursuant
      to
      the immediately preceding sentence, then upon the termina-tion of all
      outstanding Letters of Credit under the Credit Agreement, and after the
      application of all such cash security to the repayment of all Obligations owing
      to the Lender Creditors after giving effect to the termin-ation of all such
      Letters of Credit, if there remains any excess cash, such excess cash shall
      be
      returned by the Administrative Agent to the First-Lien Collateral Agent for
      distribution in accordance with Section 7.4(a) hereof.

     

    (e)     All
      payments required to be made hereunder shall be made (x) if to the Lender
      Creditors, to the Administrative Agent for the account of the Lender Creditors
      and (y) if to the Other Creditors, to the trustee, paying agent or other similar
      representative (each, a “Representative”)
      for
      the Other Creditors or, in the absence of such a Representative, directly to
      the
      Other Creditors.

     

    
      
        
        

      

      
        -21-

        
          

        

      

      
        
        

      

    

     

    (f)     For
      purposes of applying payments received in accordance with this Section 7.4,
      the
      First-Lien Collateral Agent shall be entitled to rely upon (i) the
      Administrative Agent and (ii) the Representative or, in the absence of such
      a
      Representative, upon the Other Creditors for a determination (which the
      Administrative Agent, each Representative and the Other Creditors agree (or
      shall agree) to provide upon request of the First-Lien Collateral Agent) of
      the
      outstanding Primary Obligations and Secondary Obligations owed to the Lender
      Creditors or the Other Creditors, as the case may be. Unless it has received
      written notice from a Lender Creditor or an Other Creditor to the contrary,
      the
      Administrative Agent and each Representative, in furnishing information pursuant
      to the preceding sentence, and the First-Lien Collateral Agent, in acting
      hereunder, shall be entitled to assume that no Secondary Obligations are
      outstanding. Unless it has written notice from an Other Creditor to the
      contrary, the First-Lien Collateral Agent, in acting hereunder, shall be
      entitled to assume that no Interest Rate Protection Agreements or Other Hedging
      Agreements are in existence. 

     

    (g)    It
      is
      understood that the Assignors shall remain jointly and severally liable to
      the
      extent of any deficiency between the amount of the proceeds of the Collateral
      and the aggregate amount of the Obligations.

     

    7.5
        Remedies
      Cumulative.
      Each
      and every right, power and remedy hereby specifically given to the First-Lien
      Collateral Agent shall be in addition to every other right, power and remedy
      specifically given to the First-Lien Collateral Agent under this Agreement,
      the
      other Secured Debt Agreements or now or hereafter existing at law, in equity
      or
      by statute, and each and every right, power and remedy whether specifically
      herein given or otherwise existing may be exercised from time to time or
      simultaneously and as often and in such order as may be deemed expedient by
      the
      First-Lien Collateral Agent. All such rights, powers and remedies shall be
      cumulative and the exercise or the beginning of the exercise of one shall not
      be
      deemed a waiver of the right to exercise any other or others. No delay or
      omission of the First-Lien Collateral Agent in the exercise of any such right,
      power or remedy and no renewal or extension of any of the Obligations shall
      impair any such right, power or remedy or shall be construed to be a waiver
      of
      any Default or Event of Default or an acquiescence thereof. No notice to or
      demand on any Assignor in any case shall entitle it to any other or further
      notice or demand in similar or other circumstances or constitute a waiver of
      any
      of the rights of the First-Lien Collateral Agent to any other or further action
      in any circumstances without notice or demand. In the event that the First-Lien
      Collateral Agent shall bring any suit to enforce any of its rights here-under
      and shall be entitled to judgment, then in such suit the First-Lien Collateral
      Agent may recover reasonable expenses, including reasonable attorneys’ fees, and
      the amounts thereof shall be included in such judgment.

     

    7.6
        Discontinuance
      of Proceedings.
      In case
      the First-Lien Collateral Agent shall have insti-tuted any proceeding to enforce
      any right, power or remedy under this Agreement by foreclosure, sale, entry
      or
      otherwise, and such proceeding shall have been discontinued or abandoned for
      any
      reason or shall have been determined adversely to the First-Lien Collateral
      Agent, then and in every such case the relevant Assignor, the First-Lien
      Collateral Agent and each holder of any of the Obligations shall be restored
      to
      their former positions and rights hereunder with respect to the Collateral
      subject to the security interest created under this Agreement, and all rights,
      remedies and powers of the First-Lien Collateral Agent shall continue as if
      no
      such proceeding had been instituted.

     

    
      
        
        

      

      
        -22-

        
          

        

      

      
        
        

      

    

     

    ARTICLE
      VIII

     

    INDEMNITY

     

    8.1
        Indemnity.
      (a)  Each Assignor jointly and severally agrees to indemni-fy,
      reim-burse and hold the First-Lien Collateral Agent, each other Secured Creditor
      and their respective successors, assigns, employees, affiliates and agents
      (hereinafter in this Section 8.1 referred to individually as “Indemnitee,”
and
      collectively as “Indemnitees”)
      harmless from any and all liabilities, obligations, damages, injuries,
      penalties, claims, demands, actions, suits, judgments and any and all costs,
      expenses or disbursements (including reasonable attorneys’ fees and expenses)
      (for the purposes of this Section 8.1 the foregoing are collectively called
      “expenses”) of what-soever 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 Secured Debt Agreement 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, without limitation, latent or other defects, whether
      or
      not discov-erable); provided that no Indemnitee shall be indemnified pursuant
      to
      this Section 8.1(a) for losses, damages or liabilities to the extent caused
      by
      the gross negligence or willful misconduct of such Indemnitee (as determined
      by
      a court of competent jurisdiction in a final and non-appealable decision).
      Each
      Assignor agrees that upon written notice by any Indemnitee of the assertion
      of
      such a liability, obligation, damage, injury, penalty, claim, demand, action,
      suit or judgment, the relevant Assignor shall assume full responsibility for
      the
      defense thereof. Each Indemnitee agrees to use its best efforts to promptly
      notify the relevant Assignor of any such assertion of which such Indemnitee
      has
      knowledge.

     

    (b)     Without
      limiting the application of Section 8.1(a) hereof, each Assignor agrees, jointly
      and severally, to pay or reimburse the First-Lien Collateral Agent for any
      and
      all reasonable fees, costs and expenses of whatever kind or nature incurred
      in
      connection with the creation, preser-va-tion or protection of the First-Lien
      Collateral Agent’s Liens on, and security interest in, the Collateral,
      including, without limitation, 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 First-Lien Collateral Agent’s interest therein, whether through judicial
      proceedings or other-wise, or in defending or prosecuting any actions, suits
      or
      proceedings arising out of or relating to the Collateral.

     

    (c)     Without
      limiting the application of Section 8.1(a) or (b) hereof, each Assignor agrees,
      jointly and severally, to pay, indemnify and hold each Indemnitee harmless
      from
      and against any loss, costs, damages and expenses which such Indemnitee may
      suffer, expend or incur in consequence of or growing out of any
      misrepresentation by any Assignor in this Agreement, any other Secured Debt
      Agreement or in any writing con-templated by or made or delivered by any
      Assignor pursuant to or in connection with this Agreement or any other Secured
      Debt Agreement.

     

    
      
        
        

      

      
        -23-

        
          

        

      

      
        
        

      

    

     

    (d)     If
      and to
      the extent that the obligations of any Assignor under this Section 8.1 are
      unenforceable for any reason, such Assignor hereby agrees to make the maximum
      contribution to the payment and satisfaction of such obligations which is
      permissible under applicable law.

     

    8.2
        Indemnity
      Obligations Secured by Collateral; Survival.
      Any
      amounts paid by any Indemnitee as to which such Indemnitee has the right to
      reimbursement shall constitute Obligations secured by the Collateral. The
      indemnity obligations of each Assignor contained in this Article VIII shall
      continue in full force and effect notwithstanding the full payment of all of
      the
      other Obligations and notwithstanding the full payment of all the Notes issued,
      and Loans made, under the Credit Agreement, the termination of all Letters
      of
      Credit issued under the Credit Agreement, the termination of all Interest Rate
      Protection Agreements and Other Hedging Agreements entered into with the Other
      Creditors and the payment of all other Obligations and notwithstanding the
      discharge thereof and the occurrence of the Termination Date.

     

    ARTICLE
      IX

     

    DEFINITIONS

     

    The
      following terms shall have the meanings herein specified. Such defi-nitions
      shall be equally applicable to the singular and plural forms of the terms
      defined.

     

    “Account”
shall
      mean any “account” as such term is defined in the Uniform Commercial Code as in
      effect on the date hereof in the State of New York, and in any event shall
      include, but shall not be limited to, all rights to payment of any monetary
      obligation, whether or not earned by performance, (i) for property that has
      been
      or is to be sold, leased, licensed, assigned or otherwise disposed of, (ii)
      for
      services rendered or to be rendered, (iii) for a policy of insurance issued
      or
      to be issued, (iv) for a secondary obligation incurred or to be incurred, (v)
      for energy provided or to be provided, (vi) for the use or hire of a vessel
      under a charter or other contract, (vii) arising out of the use of a credit
      or
      charge card or information contained on or for use with the card, or (viii)
      as
      winnings in a lottery or other game of chance operated or sponsored by a State,
      governmental unit of a State, or person licensed or authorized to operate the
      game by a State or governmental unit of a State. Without limiting the foregoing,
      the term “account” shall include all Health-Care-Insurance
      Receivables.

     

    “Administrative
      Agent”
shall
      have the meaning provided in the recitals of this Agreement.

     

    “Agreement”
shall
      mean this Security Agreement as the same may be amended, modified, restated
      and/or supplemented from time to time in accordance with its terms.

     

    
      
        
        

      

      
        -24-

        
          

        

      

      
        
        

      

    

     

    “As-Extracted
      Collateral”
shall
      mean “as-extracted collateral” as such term is defined in the Uniform Commercial
      Code as in effect on the date hereof in the State of New York.

     

    “Assignor”
shall
      have the meaning provided in the first paragraph of this Agreement.

     

    “Borrower”
shall
      have the meaning provided in the recitals of this Agreement.

     

    “Cash
      Collateral Account”
shall
      mean a cash collateral account maintained with, and in the sole dominion and
      control of, the First-Lien Collateral Agent for the benefit of the Secured
      Creditors.

     

    “Chattel
      Paper”
shall
      mean “chattel paper” as such term is defined in the Uniform Commercial Code as
      in effect on the date hereof in the State of New York. Without limiting the
      foregoing, the term “Chattel Paper” shall in any event include all Tangible
      Chattel Paper and all Electronic Chattel Paper.

     

    “Class”
shall
      have the meaning provided in Section 10.2 of this Agreement.

     

    “Collateral”
shall
      have the meaning provided in Section 1.1(a) of this Agreement.

     

    “Commercial
      Tort Claims”
shall
      mean “commercial tort claims” as such term is defined in the Uniform Commercial
      Code as in effect on the date hereof in the State of New York.

     

    “Contract
      Rights”
shall
      mean all rights of any Assignor under each Contract, including, without
      limitation, (i) any and all rights to receive and demand payments under any
      or
      all Contracts, (ii) any and all rights to receive and compel performance under
      any or all Contracts and (iii) any and all other rights, interests and claims
      now existing or in the future arising in connection with any or all
      Contracts.

     

    “Contracts”
shall
      mean all contracts between any Assignor and one or more additional parties
      (including, without limitation, any Interest Rate Protection Agreements, Other
      Hedging Agreements, licensing agreements and any partnership agreements, joint
      venture agree-ments and limited liability company agreements).

     

    “Copyrights”
shall
      mean any United States or foreign copyright now or hereafter owned by any
      Assignor, including any registrations of any copyrights in the United States
      Copyright Office or any foreign equivalent office, as well as any application
      for a copyright registration now or hereafter made with the United States
      Copyright Office or any foreign equivalent office by any Assignor.

     

    “Credit
      Agreement”
shall
      have the meaning provided in the recitals of this Agreement.

     

    “Credit
      Document Obligations”
shall
      have the meaning provided in the definition of “Obligations” in this Article
      IX.

     

    
      
        
        

      

      
        -25-

        
          

        

      

      
        
        

      

    

     

    “Deposit
      Accounts”
shall
      mean all “deposit accounts” as such term is defined in the Uniform Commercial
      Code as in effect on the date hereof in the State of New York.

     

    “Designated
      Accounts”
shall
      mean those Deposit Accounts set forth on Part B of Annex F hereto; provided
      that at
      such time as any Designated Account shall cease to secure exclusively the
      obligations described therein with respect to such Designated Account, the
      respective Assignor shall promptly (and in any event within three Business
      Days)
      provide the First-Lien Collateral Agent with written notice thereof, and the
      First-Lien Collateral Agent, at its option, may require that such Assignor
      cause
      the institution with which such Designated Account is maintained to execute
      and
      deliver to the First-Lien Collateral Agent within 45 days a “control agreement”
as described in Section 3.9 hereof or otherwise to comply with the requirements
      of said Section with respect to such Designated Account.

     

    “Documents”
shall
      mean “documents” as such term is defined in the Uniform Commercial Code as in
      effect on the date hereof in the State of New York.

     

    “Domain
      Names”
shall
      mean all Internet domain names and associated URL addresses in or to which
      any
      Assignor now or hereafter has any right, title or interest.

     

    “Electronic
      Chattel Paper”
shall
      mean “electronic chattel paper” as such term is defined in the Uniform
      Commercial Code as in effect on the date hereof in the State of New
      York.

     

    “Equipment”
shall
      mean any “equipment” as such term is defined in the Uniform Commercial Code as
      in effect on the date hereof in the State of New York, and in any event shall
      include, but shall not be limited to, all machinery, equipment, furnishings,
      fixtures and vehicles now or hereafter owned by any Assignor and any and all
      additions, substitutions and replacements of any of the foregoing and all
      accessions thereto, wherever located, together with all attachments,
      com-ponents, parts, equipment and accessories installed thereon or affixed
      thereto.

     

    “Event
      of Default”
shall
      mean any Event of Default under, and as defined in, the Credit Agreement and
      shall in any event include, without limitation, any payment default on any
      of
      the Obligations after the expiration of any applicable grace
      period.

     

    “First-Lien
      Collateral Agent”
shall
      have the meaning provided in the first paragraph of this Agreement.

     

    “General
      Intangibles”
shall
      mean “general intangibles” as such term is defined in the Uniform Commercial
      Code as in effect on the date hereof in the State of New York.

     

    “Goods”
shall
      mean “goods” as such term is defined in the Uniform Commercial Code as in effect
      on the date hereof in the State of New York.

     

    “Health-Care-Insurance
      Receivable”
shall
      mean any “health-care-insurance receivable” as such term is defined in the
      Uniform Commercial Code as in effect on the date hereof in the State of New
      York.

     

    
      
        
        

      

      
        -26-

        
          

        

      

      
        
        

      

    

     

    “Indemnitee”
shall
      have the meaning provided in Section 8.1(a) of this Agreement.

     

    “Instrument”
shall
      mean “instruments” as such term is defined in the Uniform Commercial Code as in
      effect on the date hereof in the State of New York.

     

    “Inventory”
shall
      mean merchandise, inventory and goods, and all additions, substi-tutions and
      replacements thereof and all accessions thereto, wherever located, together
      with
      all goods, supplies, incidentals, packaging materials, labels, materials and
      any
      other items used or to be used in manu-facturing, processing, packaging or
      shipping same, in all stages of production from raw materials through work
      in
      process to finished goods, and all products and proceeds of whatever sort and
      wherever located, any portion thereof which may be returned, rejected, reclaimed
      or repossessed by the First-Lien Collateral Agent from any Assignor’s customers,
      and shall specifically include all “inventory” as such term is defined in the
      Uniform Commercial Code as in effect on the date hereof in the State of New
      York.

     

    “Investment
      Property”
shall
      mean “investment property” as such term is defined in the Uniform Commercial
      Code as in effect on the date hereof in the State of New York.

     

    “Lender
      Creditors”
shall
      have the meaning provided in the recitals of this Agreement.

     

    “Lenders”
shall
      have the meaning provided in the recitals of this Agreement.

     

    “Letter-of-Credit
      Rights”
shall
      mean “letter-of-credit rights” as such term is defined in the Uniform Commercial
      Code as in effect on the date hereof in the State of New York. 

     

    “Location”
of
      any
      Assignor, shall mean such Assignor’s “location” as determined pursuant to
      Section 9-307 of the UCC.

     

    “Marks”
shall
      mean all right, title and interest in and to any trademarks, service marks,
      trade names, trade dress, logos, fictitious business names, and other business
      identifiers, including the goodwill of the business of such Assignor associated
      with each of the foregoing, now held or hereafter acquired by any Assignor,
      the
      right to sue for past or future infringement thereof and including any
      registration or application for registration or renewals thereof of any
      trademarks and service marks now held or hereafter acquired by any Assignor,
      which are registered or filed in the United States Patent and Trademark Office
      or the equivalent thereof in any state of the United States or any equivalent
      foreign office or agency.

     

    “Material
      Adverse Effect”
shall
      mean a material adverse effect on the business, property, assets, liabilities
      (actual or contingent), operations or condition (financial or otherwise) of
      the
      Borrower and its Subsidiaries taken as a whole.

     

    “Maximum
      Hedging Obligations Notional Amount”
shall
      mean an aggregate notional amount equal to $325 million.

     

    “Obligations”
shall
      mean and include, as to any Assignor, all of the following: 

     

    
      
        
        

      

      
        -27-

        
          

        

      

      
        
        

      

    

     

    (i)  
       the full and prompt payment when due (whether at stated maturity, by
      acceleration or otherwise) of all obligations, liabilities and indebtedness
      (including, with-out limitation, principal, premium, interest (including,
      without limitation, 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 Assignor at the rate provided for
      in
      the respective documentation, whether or not a claim for post-petition interest
      is allowed in any such proceeding), reimbursement obligations under Letters
      of
      Credit, fees, costs and indemnities) of such Assignor to the Lender Creditors,
      whether now existing or hereafter incurred under, arising out of, or in
      connection with, the Credit Agreement and the other Credit Documents to which
      such Assignor is a party (including, with-out limitation, in the event such
      Assignor is a Guarantor, all such obligations, liabilities and indebt-ed-ness
      of
      such Assignor under its Guaranty) and the due per-formance and compli-ance
      by
      such Assignor with all of the terms, conditions and agreements contained in
      the
      Credit Agreement and in such other Credit Documents (all such obligations,
      liabilities and indebtedness under this clause (i), except to the extent
      consisting of obligations or indebtedness with respect to Interest Rate
      Protection Agreements or Other Hedging Agreements, being herein collectively
      called the “Credit
      Document Obligations”);

     

    (ii) 
       the full and prompt payment when due (whether at stated maturity, by
      acceler-ation or otherwise) of all obligations, liabilities and indebtedness
      (including, without limitation, 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 Assignor at the rate provided for
      in
      the respective documentation, whether or not a claim for post-petition interest
      is allowed in any such proceeding) owing by such Assignor to the Other
      Creditors, now existing or hereafter incurred under, arising out of or in
      connection with any Interest Rate Protection Agreement or Other Hedging
      Agreement, whether such Interest Rate Protection Agreement or Other Hedging
      Agreement is now in existence or hereinafter arising (including, with-out
      limitation, in the case of a Assignor that is a Guarantor, all obligations,
      liabilities and indebtedness of such Assignor under its Guaranty in respect
      of
      the Interest Rate Protection Agreements and Other Hedging Agreements), and
      the
      due performance and compliance by such Assignor with all of the terms,
      conditions and agreements contained in each such Interest Rate Protection
      Agreement and Other Hedging Agreement (all such obligations, liabilities and
      indebtedness under this clause (ii) being herein collectively called the
“Other
      Obligations”);
      provided
      that if
      the aggregate notional amount of all then outstanding Interest Rate Protection
      Agreements and Other Hedging Agreements would exceed the Maximum Hedging
      Obligations Notional Amount, then amounts owing with respect to such excess
      shall not constitute Other Obligations hereunder; provided further
      that, if
      at the time of the entering into of any Interest Rate Protection Agreement
      or
      Other Hedging Agreement the respective Other Creditors obtained an officer’s
      certificate of the Borrower or a representation by the Borrower that the
      aggregate notional amount thereof when added to the aggregate notional amount
      of
      all other then outstanding Interest Rate Protection Agreements and Other Hedging
      Agreements which constitute Other Obligations hereunder, shall not or would
      not
      exceed the Maximum Hedging Obligations Notional Amount, then such Interest
      Rate
      Protection Agreement or Other Hedging Agreement, as the case may be, (and all
      obligations thereunder as described above) shall constitute Other Obligations
      for all purposes hereof notwithstanding the fact that the Maximum Hedging
      Obligations Notional Amount has actually been exceeded;

     

    
      
        
        

      

      
        -28-

        
          

        

      

      
        
        

      

    

     

    (iii) 
       any and all sums advanced by the First-Lien Collateral Agent in order to
      preserve the Collateral or preserve its security interest in the Collateral;
      

     

    (iv) 
       in the event of any proceeding for the collection or enforcement of any
      indebtedness, obligations, or liabilities of such Assignor referred to in
      clauses (i) and (ii) above, after an Event of Default shall have occurred and
      be
      continuing, the reasonable expenses of retaking, holding, preparing for sale
      or
      lease, selling or otherwise disposing of or realizing on the Collateral, or
      of
      any exercise by the First-Lien Collateral Agent of its rights hereunder,
      together with reasonable attorneys’ fees and court costs; 

     

    (v) 
       all amounts paid by any Indemnitee as to which such Indemnitee has the
      right to reim-burse-ment under Section 8.1 of this Agreement; and

     

    (vi) 
       all amounts owing to any Agent pursuant to any of the Credit Documents in
      its capacity as such;

     

    it
      being
      acknowledged and agreed that the “Obligations” shall include extensions of
      credit 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.

     

    “Other
      Creditors”
shall
      have the meaning provided in the recitals of this Agreement.

     

    “Other
      Obligations”
shall
      have the meaning provided in the definition of “Obligations” in this Article
      IX.

     

    “Patents”
shall
      mean any patent in or to which any Assignor now or hereafter has any right,
      title or interest therein, and any divisions, continuations (including, but
      not
      limited to, continuations-in-parts) and improvements thereof, including the
      right to sue for any past or future infringement thereof, as well as any
      application for a patent now or hereafter made by any Assignor.

     

    “Permits”
shall
      mean, to the extent permitted to be assigned by the terms thereof or by
      applicable law, all licenses, permits, rights, orders, variances, franchises
      or
      authorizations of or from any governmental authority or agency.

     

    “Primary
      Obligations”
shall
      have the meaning provided in Section 7.4(b) of this Agreement.

     

    “Pro
      Rata Share”
shall
      have the meaning provided in Section 7.4(b) of this Agreement.

     

    “Proceeds”
shall
      mean all “proceeds” as such term is defined in the Uniform Commercial Code as in
      effect in the State of New York on the date hereof and, in any event, shall
      also
      include, but not be limited to, (i) any and all proceeds of any insurance,
      indemnity, warranty or guaranty payable to the First-Lien Collateral Agent
      or
      any Assignor from time to time with respect to any of the Collateral, (ii)
      any
      and all payments (in any form whatsoever) made or due and payable to any
      Assignor from time to time in connection with any requisition, confiscation,
      condemnation, seizure or forfeiture of all or any part of the Collateral by
      any
      governmental authority (or any person acting under color of gov-ernmental
      authority) and (iii) any and all other amounts from time to time paid or payable
      under or in connection with any of the Collateral.

     

    
      
        
        

      

      
        -29-

        
          

        

      

      
        
        

      

    

     

    “Registered
      Organization”
shall
      have the meaning provided in the Uniform Commercial Code as in effect in the
      State of New York.

     

    “Representative”
shall
      have the meaning provided in Section 7.4(e) of this Agreement.

     

    “Required
      Secured Creditors”
shall
      mean (i) at any time when any Credit Document Obligations are outstanding or
      any
      Commitments under the Credit Agreement exist, the Required Lenders (or, to
      the
      extent provided in Section 13.12 of the Credit Agreement, each of the Lenders)
      and (ii) at any time after all of the Credit Document Obligations have been
      paid
      in full and all Commitments under the Credit Agreement have been terminated
      and
      no further Commitments may be provided thereunder, the holders of a majority
      of
      the Other Obligations.

     

    “Requisite
      Creditors”
shall
      have the meaning provided in Section 10.2 of this Agreement.

     

    “Secondary
      Obligations”
shall
      have the meaning provided in Section 7.4(b) of this Agreement.

     

    “Secured
      Creditors”
shall
      have the meaning provided in the recitals of this Agreement.

     

    “Secured
      Debt Agreements”
shall
      mean and include this Agreement, the other Credit Documents and the Interest
      Rate Protection Agreements and Other Hedging Agreements entered into with an
      Other Creditor.

     

    “Software”
shall
      mean “software” as such term is defined in the Uniform Commercial Code as in
      effect on the date hereof in the State of New York.

     

    “Supporting
      Obligations”
shall
      mean any “supporting obligation” as such term is defined in the Uniform
      Commercial Code as in effect on the date hereof in the State of New York, now
      or
      hereafter owned by any Assignor, or in which any Assignor has any rights, and,
      in any event, shall include, but shall not be limited to, all of such Assignor’s
      rights in any Letter-of-Credit Right or secondary obligation that supports
      the
      payment or performance of, and all security for, any Account, Chattel Paper,
      Document, General Intangible, Instrument or Investment Property. 

     

    “Tangible
      Chattel Paper”
shall
      mean “tangible chattel paper” as such term is defined in the Uniform Commercial
      Code as in effect on the date hereof in the State of New York.

     

    
      
        
        

      

      
        -30-

        
          

        

      

      
        
        

      

    

     

    “Termination
      Date”
shall
      have the meaning provided in Section 10.8(a) of this Agreement.

     

    “Timber-to-be-Cut”
shall
      mean “timber-to-be-cut” as such term is defined in the Uniform Commercial Code
      as in effect on the date hereof in the State of New York.

     

    “Trade
      Secrets”
shall
      mean any secretly held existing engineering or other data, information,
      production procedures and other know-how relating to the design, manufacture,
      assembly, installation, use, operation, marketing, sale and/or servicing of
      any
      products or business of an Assignor worldwide whether written or
      not.

     

    “Trade
      Secret Rights”
shall
      mean the rights of an Assignor in any Trade Secret it holds.

     

    “Transmitting
      Utility”
shall
      have the meaning given such term in Section 9-102(a)(80) of the
      UCC.

     

    “UCC”
shall
      mean the Uniform Commercial Code as in effect from time to time in the relevant
      jurisdiction.

     

    ARTICLE
      X

     

    MISCELLANEOUS

     

    10.1
        Notices.
      Except
      as otherwise specified herein, all notices, requests, demands or other
      communications to or upon the respective parties hereto shall be sent or
      delivered by mail, telegraph, telex, telecopy, cable or courier service and
      all
      such notices and communications shall, when mailed, telegraphed, telexed,
      telecopied, or cabled or sent by courier, be effective when deposited in the
      mails, delivered to the telegraph com-pany, cable company or over-night courier,
      as the case may be, or sent by telex or telecopier, except that notices and
      communications to the First-Lien Collateral Agent or any Assignor shall not
      be
      effective until received by the First-Lien Collateral Agent or such Assignor,
      as
      the case may be. All notices and other communications shall be in writing and
      addressed as follows:

     

    
      	
            	(a)	
              if
                to any Assignor, c/o:

            


    

     

    c/o
      RCN
      Corporation

    196
      Van
      Buren Street

    Herndon,
      VA 20170

    Attention:
      Edward O’Hara 

    Telephone
      No.: (703) 434-8249

    Telecopier
      No.: (703) 434-8437

     

    
      
         

      

      
        -31-

        
          

        

      

      
         

      

    

     

    With
      a
      copy to:

     

    RCN
      Corporation

    196
      Van
      Buren Street

    Herndon,
      VA 20170

    Attention:
      Benjamin R. Preston 

    Telephone
      No.: (703) 434-8440

    Telecopier
      No.: (703) 434-8461

     

    
      	
            	(b)	
              if
                to the First-Lien Collateral Agent,
                at:

            


    

     

    60
      Wall
      Street

    New
      York,
      New York 10005

    Attention:
      Anca Trifan

    Telephone
      No.: (212) 250-6142

    Telecopier
      No.: (212) 797-5692

     

    (c)         
       if
      to any
      Lender Creditor (other than the First-Lien Collateral Agent), at such address
      as
      such Lender Creditor shall have specified in the Credit Agreement;

     

    (d)         
       if
      to any
      Other Creditor, at such address as such Other Creditor shall have specified
      in
      writing to each Assignor and the First-Lien Collateral Agent;

     

    or
      at
      such other address or addressed to such other individual as shall have been
      furnished in writing by any Person described above to the party required to
      give
      notice hereunder.

     

    10.2
        Waiver;
      Amendment.
      Except
      as provided in Sections 10.8 and 10.12, none of the terms and conditions of
      this
      Agreement may be changed, waived, modified or varied in any manner whatsoever
      unless in writing duly signed by each Assignor directly affected thereby (it
      being understood that the addition or release of any Assignor hereunder shall
      not constitute a change, waiver, discharge or termination affecting any Assignor
      other than the Assignor so added or released) and the First-Lien Collateral
      Agent (with the written con-sent of the Required Secured Creditors);
provided,
      however,
      that
      any change, waiver, modi-fi-ca-tion or variance affecting the rights and
      benefits of a single Class of Secured Creditors (and not all Secured Creditors
      in a like or similar manner) also shall require the written consent of the
      Requisite Creditors of such affected Class. For the purpose of this Agreement,
      the term “Class”
shall
      mean each class of Secured Creditors, i.e.,
      whether
      (x) the Lender Creditors as holders of the Credit Document Obligations or (y)
      the Other Creditors as the holders of the Other Obligations. For the purpose
      of
      this Agreement, the term “Requisite
      Creditors”
of
      any
      Class shall mean each of (x) with respect to the Credit Document Obligations,
      the Required Lenders (or, to the extent provided in Section 13.12 of the Credit
      Agreement, each of the Lenders), and (y) with respect to the Other Obligations,
      the holders of at least a majority of the aggregate notional amount of all
      Other
      Obligations outstanding from time to time.

     

    10.3
        Obligations
      Absolute.
      The
      obligations of each Assignor hereunder shall remain in full force and effect
      without regard to, and shall not be impaired by, (a) any bankruptcy, insolvency,
      reorganization, arrangement, readjustment, composition, liquidation or the
      like
      of such Assignor; (b) any exercise or non-exercise, or any waiver of, any right,
      remedy, power or privilege under or in respect of this Agreement or any other
      Secured Debt Agreement; or (c) any amendment to or modification of any Secured
      Debt Agreement or any security for any of the Obligations; whether or not such
      Assignor shall have notice or knowledge of any of the foregoing.

     

    
      
        
        

      

      
        -32-

        
          

        

      

      
        
        

      

    

     

    10.4
        Successors
      and Assigns.
      This
      Agreement shall create a continuing security interest in the Collateral and
      shall (i) remain in full force and effect, subject to release and/or termination
      as set forth in Section 10.8, (ii) be binding upon each Assignor, its successors
      and assigns; provided,
      however,
      that no
      Assignor shall assign any of its rights or obligations hereunder without the
      prior written consent of the First-Lien Collateral Agent (with the prior written
      consent of the Required Secured Creditors), and (iii) inure, together with
      the
      rights and remedies of the First-Lien Collateral Agent hereunder, to the benefit
      of the First-Lien Collateral Agent, the other Secured Creditors and their
      respective successors, transferees and assigns. All agreements, statements,
      representations and warranties made by each Assignor herein or in any
      certificate or other instrument delivered by such Assignor or on its behalf
      under this Agreement shall be considered to have been relied upon by the Secured
      Credi-tors and shall survive the execution and delivery of this Agreement and
      the other Secured Debt Agreements regardless of any investigation made by the
      Secured Creditors or on their behalf.

     

    10.5
        Headings
      Descriptive.
      The
      headings of the several sections 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.

     

    10.6
        GOVERNING
      LAW; SUBMISSION TO JURISDICTION; VENUE; WAIVER OF JURY TRIAL.(a)
      THIS
      AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE
      CONSTRUED IN ACCORDANCE WITH AND BE GOVERNED BY THE LAW OF THE STATE OF NEW
      YORK. ANY LEGAL ACTION OR PROCEEDING WITH RESPECT TO THIS AGREEMENT OR ANY
      OTHER
      CREDIT DOCUMENT MAY BE BROUGHT IN THE COURTS OF THE STATE OF NEW YORK OR OF
      THE
      UNITED STATES FOR THE SOUTHERN DISTRICT OF NEW YORK, IN EACH CASE LOCATED IN
      THE
      COUNTY OF NEW YORK, AND, BY EXECUTION AND DELIVERY OF THIS AGREEMENT, EACH
      ASSIGNOR HEREBY IRREVOCABLY ACCEPTS FOR ITSELF AND IN RESPECT OF ITS PROPERTY,
      GENERALLY AND UNCONDITIONALLY, THE NON-EXCLUSIVE JURISDICTION OF THE AFORESAID
      COURTS. EACH ASSIGNOR HEREBY FURTHER IRREVOCABLY WAIVES ANY CLAIM THAT ANY
      SUCH
      COURTS LACK JURISDICTION OVER SUCH ASSIGNOR, AND AGREES NOT TO PLEAD OR CLAIM
      IN
      ANY LEGAL ACTION OR PROCEEDING WITH RESPECT TO THIS AGREEMENT OR ANY OTHER
      CREDIT DOCUMENT BROUGHT IN ANY OF THE AFORESAID COURTS THAT ANY SUCH COURT
      LACKS
      JURISDICTION OVER SUCH ASSIGNOR. EACH ASSIGNOR FURTHER IRREVOCABLY CONSENTS
      TO
      THE SERVICE OF PROCESS OUT OF ANY OF THE AFOREMENTIONED COURTS IN ANY SUCH
      ACTION OR PROCEEDING BY THE MAILING OF COPIES THEREOF BY REGISTERED OR CERTIFIED
      MAIL, POSTAGE PREPAID, TO ANY SUCH ASSIGNOR AT ITS ADDRESS FOR NOTICES AS
      PROVIDED IN SECTION 10.1 ABOVE, SUCH SERVICE TO BECOME EFFECTIVE 30 DAYS AFTER
      SUCH MAILING. EACH ASSIGNOR HEREBY IRREVOCABLY WAIVES ANY OBJECTION TO SUCH
      SERVICE OF PROCESS AND FURTHER IRREVOCABLY WAIVES AND AGREES NOT TO PLEAD OR
      CLAIM IN ANY ACTION OR PROCEEDING COMMENCED HEREUNDER OR UNDER ANY OTHER CREDIT
      DOCUMENT THAT SUCH SERVICE OF PROCESS WAS IN ANY WAY INVALID OR INEFFECTIVE.
      NOTHING HEREIN SHALL AFFECT THE RIGHT OF THE FIRST-LIEN COLLATERAL AGENT UNDER
      THIS AGREEMENT, OR ANY SECURED CREDITOR, TO SERVE PROCESS IN ANY OTHER MANNER
      PERMITTED BY LAW OR TO COMMENCE LEGAL PROCEEDINGS OR OTHERWISE PROCEED AGAINST
      ANY ASSIGNOR IN ANY OTHER JURISDICTION.

     

    
      
        
        

      

      
        -33-

        
          

        

      

      
        
        

      

    

     

    (b)     EACH
      ASSIGNOR HEREBY IRREVOCABLY WAIVES ANY OBJECTION WHICH IT MAY NOW OR HEREAFTER
      HAVE TO THE LAYING OF VENUE OF ANY OF THE AFORESAID ACTIONS OR PROCEEDINGS
      ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR ANY OTHER CREDIT DOCUMENT
      BROUGHT IN THE COURTS REFERRED TO IN CLAUSE (a) ABOVE AND HEREBY FURTHER
      IRREVOCABLY WAIVES AND AGREES NOT TO PLEAD OR CLAIM IN ANY SUCH COURT THAT
      ANY
      SUCH ACTION OR PROCEEDING BROUGHT IN ANY SUCH COURT HAS BEEN BROUGHT IN AN
      INCONVENIENT FORUM.

     

    (c)     EACH
      OF
      THE PARTIES TO THIS AGREEMENT HEREBY IRREVOCABLY WAIVES ALL RIGHT TO A TRIAL
      BY
      JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR RELATING TO
      THIS AGREEMENT, THE OTHER CREDIT DOCUMENTS OR THE TRANSACTIONS CONTEMPLATED
      HEREBY OR THEREBY.

     

    10.7
        Assignor’s
      Duties.
      It is
      expressly agreed, anything herein contained to the contrary notwithstanding,
      that each Assignor shall remain liable to perform all of the obligations, if
      any, assumed by it with respect to the Collateral and the First-Lien Collateral
      Agent shall not have any obli-gations or liabilities with respect to any
      Collateral by reason of or arising out of this Agreement, nor shall the
      First-Lien Collateral Agent be required or obligated in any manner to perform
      or
      fulfill any of the obligations of any Assignor under or with respect to any
      Collateral.

     

    10.8
        Termination;
      Release.
      (a)  After the Termination Date, this Agreement shall terminate
      (provided that all indemnities set forth herein including, without limitation,
      in Section 8.1 hereof, shall survive such termination) and the First-Lien
      Collateral Agent, at the request and expense of the respective Assignor, will
      promptly execute and deliver to such Assignor a proper instrument or instruments
      (including Uniform Commercial Code termination statements on form UCC-3)
      acknowledging the satisfaction and termination of this Agreement, and will
      duly
      assign, trans-fer and deliver to such Assignor (without recourse and without
      any
      representation or warranty) such of the Collateral as may be in the possession
      of the First-Lien Collateral Agent and as has not theretofore been sold or
      otherwise applied or released pursuant to this Agreement. As used in this
      Agreement, “Termination
      Date”
shall
      mean the date upon which the Total Commitment under the Credit Agreement has
      been terminated and all Interest Rate Protection Agreements and Other Hedging
      Agreements entered into with any Other Creditor have been terminated, no Note
      under the Credit Agreement is outstanding and all Loans thereunder have been
      repaid in full, all Letters of Credit issued under the Credit Agreement have
      been terminated and all Obligations then due and payable have been paid in
      full.

     

    
      
        
        

      

      
        -34-

        
          

        

      

      
        
        

      

    

     

    (b)     In
      the
      event that any part of the Collateral is sold or otherwise disposed of (to
      a
      Person other than a Credit Party) (x) at any time prior to the time at which
      all
      Credit Document Obligations have been paid in full and all Commitments and
      Letters of Credit under the Credit Agreement have been terminated, in connection
      with a sale or disposition permitted by Section 9.02 of the Credit Agreement
      or
      is otherwise released at the direction of the Required Lenders (or all the
      Lenders if required by Section 13.12 of the Credit Agreement) or (y) at any
      time
      thereafter, to the extent permitted by the other Secured Debt Agreements, and
      in
      the case of clauses (x) and (y), the proceeds of such sale or disposition (or
      from such release) are applied in accordance with the terms of the Credit
      Agreement or such other Secured Debt Agreement, as the case may be, to the
      extent required to be so applied, the First-Lien Collateral Agent, at the
      request and expense of such Assignor, will duly release from the security
      interest created hereby (and will execute and deliver such documentation,
      including termination or partial release statements and the like in connection
      therewith) and assign, transfer and deliver to such Assignor (without recourse
      and without any representation or warranty) such of the Collateral as is then
      being (or has been) so sold or otherwise disposed of, or released, and as may
      be
      in the possession of the First-Lien Collateral Agent and has not theretofore
      been released pursuant to this Agreement. Furthermore, upon the release of
      any
      Subsidiary Guarantor from the Subsidiaries Guaranty in accordance with the
      provisions thereof, such Assignor (and the Collateral at such time assigned
      by
      the respective Assignor pursuant hereto) shall be released from this Agreement.
      

     

    (c)     If
      the
      Borrower designates any of its Subsidiaries as an Unrestricted Subsidiary in
      accordance with Section 8.17 of the Credit Agreement, then, so long as on or
      prior to such time such Unrestricted Subsidiary has been released from any
      and
      all Existing Second-Lien Security Documents or, if applicable, any and all
      security documentation related to any Permitted Refinancing Indebtedness in
      respect of the Existing Second-Lien Notes, the First-Lien Collateral Agent,
      at
      the request and expense of the Borrower, shall release from the security
      interest created hereby the Collateral owned by such Unrestricted Subsidiary
      (and will execute and deliver such documentation, including termination or
      partial release statements and the like in connection therewith) and shall
      assign, transfer and deliver to such Unrestricted Subsidiary (without recourse
      and without any representation or warranty) such Collateral as may be in the
      possession of the First-Lien Collateral Agent and has not theretofore been
      released pursuant to this Agreement.

     

    (d)     At
      any
      time that an Assignor desires that the First-Lien Collateral Agent take any
      action to acknowledge or give effect to any release of Collateral pursuant
      to
      the foregoing Section 10.8(a),(b) or (c), such Assignor shall deliver to the
      First-Lien Collateral Agent a certificate signed by a principal executive
      officer of such Assignor stating that the release of the respective Collateral
      is permitted pursuant to such Section 10.8(a), (b) or (c). At any time that
      the
      Borrower or the respective Assignor desires that a Subsidiary of the Borrower
      which has been released from the Subsidiaries Guaranty be released hereunder
      as
      provided in the last sentence of Section 10.8(b), it shall deliver to the
      First-Lien Collateral Agent a certificate signed by a principal executive
      officer of the Borrower and the respective Assignor stating that the release
      of
      the respective Assignor (and its Collateral) is permitted pursuant to such
      Section 10.8(b). If reasonably requested by the First-Lien Collateral Agent
      (although the First-Lien Collateral Agent shall have not obligation to make
      such
      request), the relevant Assignor shall furnish appropriate legal opinions (from
      counsel, reasonably acceptable to the First-Lien Collateral Agent) to the effect
      set forth in this Section 10.8(d).

     

    
      
        
        

      

      
        -35-

        
          

        

      

      
        
        

      

    

     

    (e)     The
      First-Lien Collateral Agent shall have no liability whatsoever to any other
      Secured Creditor as the result of any release of Collateral by it in accordance
      with (or which the First-Lien Collateral Agent in the absence of gross
      negligence and willful misconduct believes to be in accordance with) this
      Section 10.8.

     

    10.9
        Counterparts.  This
      Agreement may be executed in any number of counter-parts and by the different
      parties hereto on separate counterparts, each of which when so executed and
      delivered shall be an original, but all of which shall together constitute
      one
      and the same instrument. A set of counterparts executed by all the parties
      hereto shall be lodged with the Borrower and the First-Lien Collateral
      Agent.

     

    10.10
        Severability.
      Any
      provision of this Agreement which is prohibited or unenforceable in any
      jurisdiction shall, as to such jurisdiction, be ineffective to the extent of
      such prohibition or unenforceability without invalidating the remaining
      provisions hereof, and any such prohibition or unenforceability in any
      jurisdiction shall not invalidate or render unenforceable such provision in
      any
      other jurisdiction.

     

    10.11
        The
      First-Lien Collateral Agent and the other Secured Creditors.
      The
      First-Lien Collateral Agent will hold in accordance with this Agreement all
      items of the Collateral at any time received under this Agreement. It is
      expressly understood and agreed that the obligations of the First-Lien
      Collateral Agent as holder of the Collateral and interests therein and with
      respect to the disposition thereof, and otherwise under this Agreement, are
      only
      those expressly set forth in this Agreement and in Section 12 of the Credit
      Agreement. The First-Lien Collateral Agent shall act hereunder on the terms
      and
      condi-tions set forth herein and in Section 12 of the Credit
      Agreement.

     

    10.12
        Additional
      Assignors.
      It is
      understood and agreed that any Subsidiary Guarantor that desires to become
      an
      Assignor hereunder, or is required to execute a counterpart of this Agreement
      after the date hereof pursuant to the requirements of the Credit Agreement
      or
      any other Credit Document, shall become an Assignor hereunder by executing
      a
      counterpart hereof and delivering same to the First-Lien Collateral Agent,
      or by
      executing an assumption agreement in form and substance satisfactory to the
      First-Lien Collateral Agent, (y) delivering supplements to Annexes A through
      F,
      inclusive, and H through K, inclusive, hereto as are necessary to cause such
      Annexes to be complete and accurate with respect to such additional Assignor
      on
      such date and (z) taking all actions as specified in this Agreement as would
      have been taken by such Assignor had it been an original party to this
      Agreement, in each case with all documents required above to be delivered to
      the
      First-Lien Collateral Agent and with all documents and actions required above
      to
      be taken to the reasonable satisfaction of the First-Lien Collateral
      Agent.

     

    10.13
        Compliance
      with Laws.
      Each
      Assignor agrees, following the occurrence and during the continuance of an
      Event
      of Default, to use commercially reasonable efforts, including taking any action
      which the First-Lien Collateral Agent and the Secured Creditors may reasonably
      request, to assist in obtaining any required consent or approval of the
      Federal Communications Commission (the “FCC”)
      or any
      other governmental or other authority for any sale or transfer of control of
      the
      Collateral contemplated by the Security Documents pursuant to the exercise
      of
      the rights and remedies of the First-Lien Collateral Agent and the Secured
      Creditors thereunder, including, upon request, to prepare, sign and file with
      the FCC the assignor's or transferor's and licensee's portions of any
      applications required under the rules of the FCC for consent to the assignment
      or transfer of control of any FCC construction permit, license or other
      authorization. 

     

    
      
        
        

      

      
        -36-

        
          

        

      

      
        
        

      

    

     

    Each
      Assignor further consents, subject to obtaining any necessary approvals,
      following the occurrence and during the continuance of an Event of Default,
      to
      the assignment or transfer of control of any FCC or other governmental
      construction permit, license, or other authorization to operate, to a receiver,
      trustee, or similar official or to any purchaser of the Collateral pursuant
      to
      any public or private sale, judicial sale, foreclosure, or exercise of other
      remedies available to First-Lien Collateral Agent and the Secured Creditors
      as
      permitted by applicable law. Notwithstanding anything herein which may be
      construed to the contrary, no action shall be taken by any of the First-Lien
      Collateral Agent and the Secured Creditors with respect to any license of the
      FCC unless and until any applicable rules and regulations thereunder, requiring
      the consent to or approval of such action by the FCC or any governmental or
      other authority, have been satisfied.

     

    [Remainder
      of this page intentionally left blank; signature page
      follows]

     

    
      
        
        

      

      
        -37-

        
          

        

      

      
        
        

      

    

    

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

       

      
        
          
          

        

        
          (i)

          
            

          

        

        
          
          

        

      

       

      RCN
        CORPORATION

      21ST
        CENTURY
        TELECOM SERVICES, INC.

      BRAINSTORM
        NETWORKS, INC.

      HOT
        SPOTS
        PRODUCTIONS, INC.

      ON
        TV,
        INC.

      RCN-BECOCOM,
        INC.

      RCN
        CABLE
        TV OF CHICAGO, INC.

      RCN
        ENTERTAINMENT, INC.

      RCN
        FINANCE, LLC

      By:
        RCN
        Corporation, its managing 

      member

      RCN
        FINANCIAL MANAGEMENT, INC.

      RCN
        INTERNATIONAL HOLDINGS, INC.

      RCN
        INTERNET SERVICES, INC.

      RCN
        NEW
        YORK COMMUNICATIONS HOLDING COMPANY, INC.

      RCN
        NEW
        YORK COMMUNICATIONS, 

      LLC

      By:
        RCN
        New York Communications Holding Company, Inc., its managing member

      RCN
        TELECOM SERVICES, INC.

      RCN
        TELECOM SERVICES OF ILLINOIS, LLC

      By:
        RCN
        Corporation, its managing

       member

      RCN
        TELECOM SERVICES OF MASSACHUSETTS, INC.

      RCN
        TELECOM SERVICES OF PHILADELPHIA, INC.

      RCN
        TELECOM SERVICES OF VIRGINIA, INC.

      RCN
        TELECOM SERVICES OF WASHINGTON D.C., INC.

      RFM
        2,
        LLC

      By:
        RCN
        Corporation, its managing 

      member

      RLH
        PROPERTY CORPORATION

      STARPOWER
        COMMUNICATIONS, LLC

      By:
        RCN
        Telecom Services of Washington D.C., Inc., its managing member

      TEC
        AIR,
        INC.

      UNET
        HOLDING, INC.,

      as
        Assignors

      


      
        	
                By:

              	
                   
                  /s/ Michael T. Sicoli

              	 
	 	
                Name:
                  Michael T. Sicoli

              
	 	
                Title:
                  EVP & Chief Financial Officer

              


      

       

      
        
          
          

        

        
          (ii)

          
            

          

        

        
          
          

        

      

       

      Accepted
        and Agreed to:

       

      DEUTSCHE
        BANK TRUST COMPANY 

      AMERICAS,

      as
        First-Lien Collateral Agent

       

      
        	
                By:

              	
                   
                  Anca Trifan

              	 
	 	
                Name:
                  Anca Trifan

              
	 	
                Title:
                  Director

              


      

      


       

      
        	
                By:

              	
                   
                  /s/ Diane F. Rolfe

              	 
	 	
                Name:
                  Diane F. Rolfe

              
	 	
                Title:
                  Director

              


      

    

     

     

    (iii)