COLLATERAL ASSIGNMENT
COLLATERAL
ASSIGNMENT dated as of July 11, 2008 (“Assignment”) by Rapid
Link, Incorporated, a Delaware corporation (the “Assignor”), to LV
Administrative Services, Inc., a Delaware corporation, as administrative and
collateral agent to the Lenders (as defined below)(“Assignee”).
FOR VALUE
RECEIVED, and as collateral security for all debts, liabilities and obligations
of Assignor to any Creditor Party (as defined below), including, without
limitation, any debts, liabilities and obligations arising under (a) that
certain Security Agreement dated as of March 31, 2008 (as amended, modified,
supplemented and/or restated from time to time, the “Security Agreement”)
by and among Assignor, each Eligible Subsidiary (as defined in the Security
Agreement), the lenders from time to time party thereto (the “Lenders”) and
Assignee (the Lenders and Assignee, collectively, the “Creditor Parties”)
and (b) the Ancillary Agreements (as defined in the Security Agreement),
Assignor hereby assigns, transfers and sets over unto Assignee and the
Assignee’s successors and assigns, all of the Assignor’s rights, but not its
obligations, under that certain Stock Purchase Agreement dated as of March 28,
2008 (as amended, modified, supplemented and/or restated from time to time, the
“Stock Purchase
Agreement”) by and among Assignor, One Ring, Inc. and the Stockholders
(as defined in the Stock Purchase Agreement) and all other agreements and
documents by which assets or rights of the Stockholders are transferred to
Assignor (all such agreements and documents, together with the Stock Purchase
Agreement, collectively, the “Agreements”),
including, without limitation, all indemnity rights and all moneys and claims
for moneys due and/or to become due to Assignor under the
Agreements.
Assignor
hereby (a) specifically authorizes and directs Stockholders, upon notice to
Stockholders by Assignee, to make all payments due to Assignor under or arising
under the Agreements directly to Assignee and (b) irrevocably authorizes and
empowers Assignee (i) to ask, demand, receive, receipt and give acquittance for
any and all amounts which may be or become due or payable, or remain unpaid at
any time and times to Assignor by Stockholders under and pursuant to the
Agreements, (ii) to endorse any checks, drafts or other orders for the payment
of money payable to Assignor in payment thereof, and (iii) in Assignee’s
discretion to file any claims or take any action or institute any proceeding,
either in its own name or in the name of Assignor or otherwise, which Assignee
may deem necessary or advisable to effectuate the foregoing. It is
expressly understood and agreed, however, that Assignee shall not be required or
obligated in any manner to make any demand or to make any inquiry as to the
nature or sufficiency of any payment received by it, or to present or file any
claim or take any other action to collect or enforce the payment of any amounts
which may have been assigned to Assignee or to which Assignee may be entitled
hereunder at any time or times.
Each
Stockholder is hereby authorized to recognize Assignee’s claims to rights
hereunder without investigating any reason for any action taken by Assignee or
the validity or the amount of the obligations or existence of any default, or
the application to be made by Assignee of any of the amounts to be paid to
Assignee. Checks for all or any part of the sums payable under this
Assignment shall be drawn to the sole and exclusive order of
Assignee. Upon payment by Stockholders to Assignee of any amounts due
to Assignor under or arising under the Agreements, the obligations of
Stockholders to Assignor with respect to such amounts shall be deemed paid in
full.
Without
first obtaining the written consent of Assignee, Assignor and/or Stockholders
shall not amend or modify the Agreements.
In the
event Assignor declines to exercise any rights under the Agreements, Assignee
shall have the right to enforce any and all such rights of Assignor directly
against Stockholders.
Any
signature delivered by a party via facsimile or electronic transmission shall be
deemed to be an original signature hereto.
IN
WITNESS WHEREOF, Assignor has duly executed this Assignment the day and year
first above written.
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RAPID
LINK, INCORPORATED
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By:
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Name:
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Title:
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