SECURITY AGREEMENT

SECURITY AGREEMENT

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Exhibit 10.4

Execution Version

This SECURITY AGREEMENT (this “Agreement”) entered into as of July 2, 2012 among the Grantors listed on the signature pages hereof and those additional entities that from time to time hereafter become parties hereto by executing the form of supplement attached hereto as Exhibit A (collectively, jointly and severally, the “Grantors” and each individually a “Grantor”), and SUNTRUST BANK, in its capacity as collateral agent for the Secured Parties (as defined below) (together with its successors and assigns, the “Collateral Agent”).

W I T N E S S E T H:

WHEREAS, pursuant to that certain Credit Agreement, dated as of the date hereof (as amended, restated, supplemented, Refinanced, in whole or in part, replaced or otherwise modified from time to time, the “Credit Agreement”), by and among Zayo Group, LLC, a Delaware limited liability company (the “Administrative Borrower”), Zayo Capital, Inc., a Delaware corporation (“Zayo Capital”; and together with the Administrative Borrower, each, individually a “Borrower” and, collectively, the “Borrowers”), the Persons party thereto from time to time as Guarantors (the “Guarantors”), the financial institutions party thereto from time to time as lenders (the “Lenders”), Xxxxxx Xxxxxxx Senior Funding, Inc, as Administrative Agent for the term loan facility under the Credit Agreement, SunTrust Bank, as the Administrative Agent for the revolving loan facility under the Credit Agreement, SunTrust Bank, as the Issuing Bank, SunTrust Bank, as the Collateral Agent, and the other persons party thereto, the Lender Group is willing to make certain financial accommodations available to the Borrowers from time to time pursuant to the terms and conditions thereof;

WHEREAS, pursuant to that certain Indenture, dated as of June 28, 2012 (the “Base Indenture”), by and between Zayo Escrow Corporation, as issuer (“Escrow Corp”), and The Bank of New York Mellon Trust Company, N.A., as indenture trustee for the holders of the Senior Secured Notes (as defined below) (the “Trustee”; together with the Lender Group, the Collateral Agent, and the holders from time to time of the Senior Secured Notes (the “Senior Note Holders”), and any Additional Loan and Notes Secured Parties (as defined in the Intercreditor Agreement) (the “Secured Parties”) Escrow Corp issued $750,000,000 aggregate principal amount of its 8.125% Senior Secured First-Priority Notes due 2020 (the “Senior Secured Notes”);

WHEREAS, pursuant to that certain First Supplemental Indenture, dated as of July 2, 2012 (the “First Supplemental Indenture”, together with the Base Indenture, as the same may be amended, restated, supplemented, Refinanced, in whole or in part, replaced or otherwise modified from time to time, the “Indenture”), by and among the Borrowers, the Guarantors, and the Trustee, pursuant to which the Borrowers assumed Escrow Corp’s obligations under the Indenture and the Senior Secured Notes and the Guarantors guaranteed such obligations under the Indenture and the Senior Secured Notes;

WHEREAS, the Collateral Agent has agreed to act as collateral agent for the benefit of the Secured Parties in connection with the transactions contemplated by this Agreement, the Credit Agreement, the Indenture and any Additional Loan and Notes Agreement (as defined in the Intercreditor Agreement);

WHEREAS, the Grantors have determined that the execution, delivery and performance of this Agreement is of substantial benefit to, and is within the best interests of, each Grantor; and

WHEREAS, in order to induce the Secured Parties to enter into the Credit Agreement, the other Loan Documents, the Indenture and the other Senior Note Documents, and any Additional Loan and Notes Agreements (as defined in the Intercreditor Agreement), as applicable, and to induce the Secured Parties to make financial accommodations to the Borrowers as provided for in the Credit Agreement and the Indenture, or constituting Additional Loan and Notes Obligations (as defined in the Intercreditor Agreement), as applicable, the Grantors have agreed to grant a continuing security interest in and to the Collateral in order to secure the prompt and complete payment, as and when due and payable (whether by scheduled maturity, required prepayment, acceleration, demand or otherwise), in full and in cash, of all amounts from time to time owing in respect of the Credit Agreement, the other Loan Documents, the Indenture, the other Senior Note Documents and any Additional Loan and Notes Agreements (as defined in the Intercreditor Agreement), and the payment, observance and performance of, among other things, (a) all of the present and future obligations of the Grantors arising from this Agreement, the Credit Agreement, the other Loan Documents, the Bank Products Documents, the Indenture and the other Senior Note Documents, including under any Guaranty, (b) all other Obligations and Senior Secured Notes, and (c) Additional Loan and Notes Obligations (as defined in the Intercreditor Agreement), including, in the case of each of the preceding clauses (a), (b) and (c), attorneys’ fees and expenses and any interest, fees or expenses that accrue after the filing of an Insolvency Proceeding, regardless of whether allowed or allowable in whole or in part as a claim in any Insolvency Proceeding (clauses (a), (b) and (c) being hereinafter referred to as the “Secured Obligations”);

NOW, THEREFORE, for and in consideration of the recitals made above, the financial accommodations provided under the Credit Agreement and the Indenture which directly or indirectly benefit the Grantors, and other good and valuable consideration, the receipt, sufficiency and adequacy of which are hereby acknowledged, the parties hereto agree as follows:

1. Defined Terms. All capitalized terms used herein (including in the preamble and recitals hereof) without definition herein shall have the meanings ascribed thereto in the Credit Agreement. Any terms used in this Agreement that are defined in the UCC shall be construed and defined as set forth in the UCC unless otherwise defined herein or in the Credit Agreement; provided, however, that to the extent that the UCC is used to define any term herein and such term is defined differently in different Articles of the UCC, the definition of such term contained in Article 9 of the UCC shall govern. In addition to those terms defined elsewhere in this Agreement, as used in this Agreement, the following terms shall have the following meanings:

(a) “Books” means books and records (including each Grantor’s Records indicating, summarizing, or evidencing or related to such Grantor’s assets (including the Collateral) or liabilities, each Grantor’s Records relating to such Grantor’s business operations or financial condition, and each Grantor’s goods or General Intangibles related to such information).

(b) “Borrower” has the meaning specified therefor in the recitals to this Agreement.

(c) “Chattel Paper” means chattel paper (as that term is defined in the UCC) and includes tangible chattel paper and electronic chattel paper.

(d) “Collateral” has the meaning specified therefor in Section 2.

(e) “Commercial Tort Claims” means commercial tort claims with a value in excess of $1,000,000 (as that term is defined in the UCC), and includes those commercial tort claims listed on Schedule 1.

(f) “Copyrights” means copyrights and copyright registrations, including the copyright registrations and recordings thereof and all applications in connection therewith listed on Schedule 2, and (i) all reissues, continuations, extensions or renewals thereof, (ii) all income, royalties, damages and payments now and hereafter due or payable under and with respect thereto, including payments under all licenses entered into in connection therewith and damages and payments for past or future infringements or dilutions thereof, (iii) the right to xxx for past, present and future infringements and dilutions thereof, (iv) the goodwill of each Grantor’s business symbolized by the foregoing and connected therewith, and (v) all of each Grantor’s rights corresponding to the foregoing throughout the world.

(g) “Copyright Security Agreement” means each Copyright Security Agreement among the Grantors, or any of them, and the Collateral Agent, for the benefit of the Secured Parties, in substantially the form of Exhibit B attached hereto, pursuant to which the Grantors have granted to the Collateral Agent, for the benefit of the Secured Parties, a security interest in all their respective Copyrights.

(h) “Credit Agreement” has the meaning specified therefor in the recitals to this Agreement.

(i) “Deposit Account” means any deposit account (as that term is defined in the UCC).

(j) “Equipment” means equipment (as that term is defined in the UCC).

(k) “Event of Default” means an Event of Default as defined in either the Credit Agreement or the Indenture or any Additional Loan and Notes Agreements (as defined in the Intercreditor Agreement).

(l) “Foreign Stock Subsidiary” has the meaning specified therefor in Section 2.

(m) “General Intangibles” means general intangibles (as that term is defined in the UCC) and, in any event, including payment intangibles, contract rights, rights to payment, rights arising under common law, statutes, or regulations, choses or things in action, goodwill (including the goodwill associated with any Trademark, Patent, or Copyright), Patents, Trademarks, Copyrights, URLs and domain names, industrial designs, other industrial or Intellectual Property or rights therein or applications therefor, whether under license or otherwise, programs, programming materials, blueprints, drawings, purchase orders, customer lists, monies due or recoverable from pension funds, route lists, rights to payment and other rights under any royalty or licensing agreements, including Intellectual Property Licenses, infringement claims, computer programs, information contained on computer disks or tapes, software, literature, reports, catalogs, pension plan refunds, pension plan refund claims, insurance premium rebates, tax refunds, and tax refund claims, uncertificated Equity Interests not constituting a security (as defined in the UCC), and any other personal property other than commercial tort claims, money, Accounts, Chattel Paper, Deposit Accounts, goods, Investment Related Property, Negotiable Collateral, and oil, gas, or other minerals before extraction.

(n) “Grantor” and “Grantors” have the meanings specified therefor in the recitals to this Agreement.

(o) “Guarantors” has the meaning specified therefor in the recitals to this Agreement.

(p) “Indenture” has the meaning specified in the recitals to this Agreement.

(q) “Intellectual Property” means any and all Intellectual Property Licenses, Patents, Copyrights, Trademarks and trade secrets, the goodwill associated with such Trademarks and trade secrets and customer lists.

(r) “Intellectual Property Licenses” means rights under or interest in any Patent, Trademark, Copyright or other Intellectual Property, including software license agreements with any other party, whether the applicable Grantor is a licensee or licensor under any such license agreement, including the license agreements listed on Schedule 3, and the right to use the foregoing in connection with the enforcement of the Secured Parties’ rights under the Loan Documents and the Senior Note Documents, including this Agreement and the other Security Documents, including the right to prepare for sale and sell any and all Inventory and Equipment now or hereafter owned by any Grantor and now or hereafter covered by such licenses.

(s) “Inventory” means inventory (as that term is defined in the UCC).

(t) “Investment Related Property” means (i) investment property (as that term is defined in the UCC), and (ii) all of the following regardless of whether classified as investment property under the UCC: all Pledged Interests; Pledged Operating Agreements; and Pledged Partnership Agreements.

(u) “Lenders” has the meaning specified therefor in the recitals to this Agreement.

(v) “Negotiable Collateral” means letters of credit, letter of credit rights, instruments, promissory notes, drafts and documents (as such terms are defined in the UCC).

(w) “Patents” means patents and patent applications, including the patents and patent applications listed on Schedule 4, and (i) all renewals thereof, (ii) all income, royalties, damages and payments now and hereafter due or payable under and with respect thereto, including payments under all licenses entered into in connection therewith and damages and payments for past or future infringements or dilutions thereof, (iii) the right to xxx for past, present and future infringements and dilutions thereof, and (iv) all of each Grantor’s rights corresponding to the foregoing throughout the world.

(x) “Patent Security Agreement” means each Patent Security Agreement among the Grantors, or any of them, and the Collateral Agent, for the benefit of the Secured Parties, in substantially the form of Exhibit C attached hereto, pursuant to which the Grantors have granted to the Collateral Agent, for the benefit of the Secured Parties, a security interest in all their respective Patents.

(y) “Pledged Companies” means, each Person listed on Schedule 5 as a “Pledged Company”, together with each other Subsidiary of any Grantor, all or a portion of whose Equity Interests, is acquired or otherwise owned by a Grantor after the Agreement Date.

(z) “Pledged Interests” means all of each Grantor’s right, title and interest in and to all of the Equity Interests now or hereafter owned by such Grantor, regardless of class or designation, including, in each of the Pledged Companies, and all substitutions therefor and replacements thereof, all proceeds thereof and all rights relating thereto, including any certificates representing the Equity Interests, the right to request after the occurrence and during the continuation of an Event of Default that such Equity Interests be registered in the name of the Collateral Agent or any of its nominees, the right to receive any certificates representing any of the Equity Interests and the right to require that such certificates be delivered to the Collateral Agent together with undated powers or assignments of investment securities with respect thereto, duly endorsed in blank by such Grantor, all warrants, options, share appreciation rights and other rights, contractual or otherwise, in respect thereof and of all dividends, distributions of income, profits, surplus, or other compensation by way of income or liquidating distributions, in cash or in kind, and cash, instruments, and other property from time to time received, receivable, or otherwise distributed in respect of or in addition to, in substitution of, on account of, or in exchange for any or all of the foregoing.

(aa) “Pledged Interests Addendum” means a Pledged Interests Addendum substantially in the form of Exhibit D to this Agreement.

(bb) “Pledged Operating Agreements” means all of each Grantor’s rights, powers, and remedies under the limited liability company operating agreements of each of the Pledged Companies that are limited liability companies.

(cc) “Pledged Partnership Agreements” means all of each Grantor’s rights, powers, and remedies under the partnership agreements of each of the Pledged Companies that are partnerships.

(dd) “Proceeds” has the meaning specified therefor in Section 2.

(ee) “Real Property” means any estates or interests in real property now owned or hereafter acquired by any Grantor and the improvements thereto.

(ff) “Records” means information that is inscribed on a tangible medium or which is stored in an electronic or other medium and is retrievable in perceivable form.

(gg) “Refinance” means, in respect of any indebtedness, to refinance, extend, renew, amend, increase, modify, supplement, restructure, refund, replace or repay, or to issue other indebtedness or enter alternative financing arrangements, in exchange or replacement for such indebtedness (in whole or in part), including by adding or replacing lenders, creditors, agents, borrowers and/or guarantors, and including in each case, but not limited to, after the original instrument giving rise to such indebtedness has been terminated and including, in each case, through any credit agreement, indenture or other agreement, and the terms “Refinanced” and “Refinancing” have correlative meanings.

(hh) “Secured Obligations” has the meaning specified in the recitals to this Agreement.

(ii) “Securities Account” means any securities account (as that term is defined in the UCC).

(jj) “Security Interest” has the meaning specified therefor in Section 2.

(kk) “Secured Parties” has the meaning specified in the recitals to this Agreement.

(ll) “Senior Note Holders” has the meaning specified in the recitals to this Agreement.

(mm) “Senior Secured Notes “ has the meaning specified in the recitals to this Agreement

(nn) “Supporting Obligations” means supporting obligations (as such term is defined in the UCC), and includes letters of credit and guaranties issued in support of Accounts, Chattel Paper, documents, General Intangibles, instruments, or Investment Related Property.

(oo) “Trademarks” means trademarks, trade names, registered trademarks, trademark applications, service marks, registered service marks and service xxxx applications, including the trade names, registered trademarks, trademark applications, registered service marks and service xxxx applications listed on Schedule 6, and (i) all renewals thereof, (ii) all income, royalties, damages and payments now and hereafter due or payable under and with respect thereto, including payments under all licenses entered into in connection therewith and damages and payments for past or future infringements or dilutions thereof, (iii) the right to xxx for past, present and future infringements and dilutions thereof, (iv) the goodwill of each Grantor’s business symbolized by the foregoing and connected therewith, and (v) all of each Grantor’s rights corresponding to the foregoing throughout the world.

(pp) “Trademark Security Agreement” means each Trademark Security Agreement among the Grantors, or any of them, and the Collateral Agent, for the benefit of the Secured Parties, in substantially the form of Exhibit E attached hereto, pursuant to which the Grantors have granted to the Collateral Agent, for the benefit of the Secured Parties, a security interest in all their respective Trademarks.

(qq) “Trustee” has the meaning specified in the recitals to this Agreement.

(rr) “URL” means “uniform resource locator,” an internet web address.

2. Grant of Security. Each Grantor hereby unconditionally grants, assigns, and pledges to the Collateral Agent, for the benefit of the Secured Parties, a continuing security interest (hereinafter referred to as the “Security Interest”) in all personal property of such Grantor whether now owned or hereafter acquired or arising and wherever located, including such Grantor’s right, title, and interest in and to the following, whether now owned or hereafter acquired or arising and wherever located (the “Collateral”, subject to the succeeding paragraph):

(a) all of such Grantor’s Accounts;

(b) all of such Grantor’s Books;

(d) all of such Grantor’s interest with respect to any Deposit Account;

(e) all of such Grantor’s Equipment and fixtures;

(f) all of such Grantor’s General Intangibles;

(g) all of such Grantor’s Inventory;

(h) all of such Grantor’s Investment Related Property;

(i) all of such Grantor’s Negotiable Collateral;

(j) all of such Grantor’s rights in respect of Supporting Obligations;

(k) all of such Grantor’s interest with respect to any Commercial Tort Claims;

(l) all of such Grantor’s money, Cash Equivalents, or other assets of each such Grantor that now or hereafter come into the possession, custody, or control of the Collateral Agent or any Secured Party; and

(m) all of the proceeds and products, whether tangible or intangible, of any of the foregoing, including proceeds of insurance or commercial tort claims covering or relating to any or all of the foregoing, and any and all Accounts, Books, Chattel Paper, Deposit Accounts, Equipment, General Intangibles, Inventory, Investment Related Property, Negotiable Collateral, Supporting Obligations, money, or other tangible or intangible property resulting from the sale, lease, license, exchange, collection, or other disposition of any of the foregoing, the proceeds of any award in condemnation with respect to any of the property of the Grantors, any rebates or refunds, whether for taxes or otherwise, and all proceeds of any such proceeds, or any portion thereof or interest therein, and the proceeds thereof, and all proceeds of any loss of, damage to, or destruction of the above, whether insured or not insured, and, to the extent not otherwise included, any indemnity, warranty, or guaranty payable by reason of loss or damage to, or otherwise with respect to any of the foregoing Collateral (the “Proceeds”). Without limiting the generality of the foregoing, the term “Proceeds” includes whatever is receivable or received when Investment Related Property or proceeds are sold, exchanged, collected, or otherwise disposed of, whether such disposition is voluntary or involuntary, and includes proceeds of any indemnity or guaranty payable to any Grantor or the Collateral Agent from time to time with respect to any of the Investment Related Property.

Notwithstanding any of the other provisions set forth in this Section 2 to the contrary, the term Collateral and the terms set forth in this Section 2 defining the components of Collateral (and the defined terms which such components directly or indirectly comprise in turn) shall not include, and this Agreement shall not constitute a grant of a security interest in (i) any intent-to-use United States trademark application for which an amendment to allege use or statement of use has not been filed and accepted by the United States Patent and Trademark Office (provided that each such intent-to-use application shall be considered Collateral immediately and automatically upon such filing and acceptance), (ii) any instrument, Investment Related Property (to the extent issued by or pertaining to a Person other than a Grantor or a Subsidiary thereof), contract, license, permit or other General Intangible which by its terms, or under Applicable Law, or (in the case of such Investment Related Property) by the terms of any applicable organizational document or bylaws or similar agreement, cannot be, or requires any consent (which has not been obtained) to be, pledged, transferred or assigned by Grantor, or to the extent that granting a security interest therein without a consent, waiver, or amendment (which has not been obtained) would result in a breach or default under, or give rise to a right by any party to terminate, the instrument, Investment Related Property (or applicable organizational document or bylaws or similar agreement), contract, license, permit or General Intangible (in each case after giving effect to Sections 9-406(d), 9-407(a), 9-408(a) or 9-409 of the UCC (or any successor provision or provisions) or any other applicable law); provided, however, that with respect to any potential Collateral described in this clause (ii) requiring a consent, waiver or amendment prior to the effective grant of a security interest, the affected Grantor shall have used commercially reasonable efforts to obtain such consent, waiver or amendment, (iii) any FCC License or any State PUC License, or assets subject thereto, solely at such times and to the extent that a security interest in such FCC License or such State PUC License is not permitted under Applicable Law, (iv) any Equity Interests of (x) a Person formed under the laws of a jurisdiction other than the United States or any State of the United States or the District of Columbia or (y) a Person that is a “controlled foreign corporation” (or several thereof) as defined in Section 957(a) of the Code (any such Person described in clause (x) or (y), a “Foreign Stock Subsidiary”) in excess of 65% of the outstanding Equity Interests of such Foreign Stock Subsidiary and any Equity Interests of a Subsidiary of any Foreign Stock Subsidiary, (v) any property owned by any Grantor on the date hereof or hereafter acquired that is subject to a Lien securing a purchase money or capital or finance lease obligation permitted to be incurred pursuant to the Credit Agreement and the Indenture if (and in each case only for so long as) the contract or other agreement in which such Lien is granted (or the documentation providing for such purchase money, project financing or capital or finance lease obligation) prohibits the creation of any other Lien on such property, except to the extent that the term in such contract or other agreement providing for such prohibition is ineffective under Applicable Law, and (vi) any Equity Interests or other securities of any Subsidiary of a Grantor in excess of the maximum amount of such Equity Interests or securities that could be included in the Collateral without creating a requirement pursuant to Rule 3-16 of Regulation S-X under the Securities Act for separate financial statements of such Subsidiary to be included in filings by any direct or indirect parent of such Subsidiary with the SEC.

3. Security for Obligations. This Agreement and the Security Interest created hereby secures the prompt and complete payment as and when due and payable (whether by scheduled maturity, required prepayment, acceleration, demand or otherwise), in full and in cash, and performance of all of the Secured Obligations, whether now existing or arising hereafter. Without limiting the generality of the foregoing, this Agreement secures the performance and payment of all amounts which constitute part of the Secured Obligations and would be owed by the Grantors, or any of them, to the Collateral Agent or any Secured Party, but for the fact that they are unenforceable or not allowable due to the existence of an Insolvency Proceeding involving any Grantor.

4. Grantors Remain Liable. Anything herein to the contrary notwithstanding, (a) each of the Grantors shall remain liable under the contracts and agreements included in the Collateral in accordance with their terms, including the Pledged Operating Agreements and the Pledged Partnership Agreements, to perform all of the duties and obligations thereunder to the same extent as if this Agreement had not been executed, (b) the exercise by the Collateral Agent or any Secured Party of any of the rights hereunder shall not release any Grantor from any of its duties or obligations under such contracts and agreements included in the Collateral, and (c) no Secured Party shall have any obligation or liability under such contracts and agreements included in the Collateral by reason of this Agreement, nor shall any Secured Party be obligated to perform any of the obligations or duties of any Grantors thereunder or to take any action to collect or enforce any claim for payment assigned hereunder. Until an Event of Default shall occur and be continuing, except as otherwise provided in this Agreement, the Credit Agreement, the other Loan Documents, the Indenture and the other Senior Note Documents, the Grantors shall have the right to possession and enjoyment of the Collateral, subject to and upon the terms hereof and of the Credit Agreement, the other Loan Documents, the Indenture and the other Senior Note Documents. Without limiting the generality of the foregoing, it is the intention of the parties hereto that record and beneficial ownership of the Pledged Interests, including all voting, consensual, and dividend rights, shall remain in the applicable Grantor owning such Pledged Interests from time to time until the occurrence and during the continuance of an Event of Default and until the Collateral Agent shall notify the applicable Grantor of the Collateral Agent’s exercise of voting, consensual, or dividend rights with respect to the Pledged Interests pursuant to Section 16.

5. Representations and Warranties. Each Grantor hereby represents and warrants as follows:

(a) The exact legal name of each of the Grantors as of the Agreement Date is set forth on the signature pages of this Agreement or on a written notice provided to the Collateral Agent pursuant to Section 8.7(e) of the Credit Agreement. No Grantor conducts as of the Agreement Date, and, during the five-year period immediately preceding the Agreement Date, no Grantor has conducted business under any trade name or other name other than those set forth on Schedule 7.

(b) Such Grantor’s organizational identification number (within the meaning of Section 9-516(b)(5)(C)(iii) of the applicable provision of the Uniform Commercial Code in effect in the state applicable to such Grantor), and its chief executive office, principal place of business and the place where such Grantor maintains its records concerning the Collateral are set forth, as of the Agreement Date, on Schedule 7. If such Grantor is a corporation, limited liability company, limited partnership, corporate trust or other registered organization, the state under whose law such registered organization was organized is set forth, as of the Agreement Date, on Schedule 7.

(c) Schedule 8 sets forth all Real Property owned by the Grantors (and constituting ownership in fee simple) as of the Agreement Date, except for Real Property with a value less than $5,000,000.

(d) As of the Agreement Date, no Grantor has any interest in, or title to, any registered Copyrights, Patents, or Trademarks, or material Intellectual Property Licenses, except as set forth on Schedules 2, 4, 6, and 3, respectively. This Agreement is effective to create a valid and continuing Lien on such Copyrights, Intellectual Property Licenses, Patents and Trademarks and, upon filing of the Copyright Security Agreement with the United States Copyright Office and filing of the Patent Security Agreement and the Trademark Security Agreement with the United States Patent and Trademark Office, and the filing of appropriate financing statements in the jurisdictions listed on Schedule 9, all action necessary or desirable to perfect the Security Interest in and to each Grantor’s registered Patents, Trademarks, or Copyrights has been taken and such perfected Security Interests are enforceable as such as against any and all creditors of and purchasers from any Grantor. No Grantor has any interest in any Copyright that is necessary in connection with the operation of such Grantor’s business, except (i) for those Copyrights identified on Schedule 2 which have been registered with the United States Copyright Office or (ii) for those Copyrights which the failure to register with the United States Copyright Office could not reasonably be expected to have a Materially Adverse Effect.

(e) This Agreement creates a valid security interest in the Collateral of each of the Grantors, to the extent a security interest therein can be created under the UCC, securing the payment of the Secured Obligations. Except to the extent a security interest in the Collateral cannot be perfected by the filing of a financing statement under the UCC, all filings and other actions necessary to perfect such security interest have been duly taken or will have been taken upon the filing of financing statements listing each applicable Grantor, as a debtor, and the Collateral Agent, as secured party, in the jurisdictions listed next to such Grantor’s name on Schedule 9. Upon the making of such filings, the Collateral Agent shall have a first priority perfected security interest in the Collateral of each Grantor to the extent such security interest can be perfected by the filing of a financing statement subject only to Permitted Liens. All action reasonably required by the Collateral Agent by any Grantor necessary to secure, protect and perfect such security interest on each item of Collateral has been duly taken.

(f) (i) Except for the Security Interest created hereby, other Liens created by the Credit Agreement, the other Loan Documents, the Indenture, the Senior Note Documents, any Additional Loan and Notes Agreement (as defined in the Intercreditor Agreement) and other Permitted Liens, each Grantor is and will at all times be the sole holder of record and the legal and beneficial owner, with good and marketable title (and full right and authority to pledge, grant and assign), free and clear of all Liens, of the Pledged Interests indicated on Schedule 5 as being owned by such Grantor and, when acquired by such Grantor, any Pledged Interests acquired after the Agreement Date; (ii) all of the Pledged Interests are duly authorized, validly issued, fully paid and nonassessable and the Pledged Interests constitute or will constitute the percentage of the issued and outstanding Equity Interests of the Pledged Companies of such Grantor identified on Schedule 5, as supplemented or modified by any Pledged Interests Addendum or any supplement in the form attached hereto as Exhibit A; (iii) such Grantor has the right and requisite authority to pledge the Investment Related Property pledged by such Grantor to the Collateral Agent as provided herein; (iv) all actions necessary or desirable to perfect, establish the first priority of, or otherwise protect, the Collateral Agent’s Security Interest in the Investment Related Property, and the proceeds thereof, will have been duly taken, (A) upon the execution and delivery of this Agreement, (B) upon the taking of possession by the Collateral Agent of any certificates constituting the Pledged Interests, to the extent such Pledged Interests are represented by certificates, together with undated powers endorsed in blank by the applicable Grantor, (C) upon the filing of financing statements in the applicable jurisdiction set forth on Schedule 9 for such Grantor with respect to the Pledged Interests of such Grantor that are not represented by certificates, (D) with respect to any Securities Accounts, upon the delivery of Blocked Account Agreements with respect thereto and (E) with respect to any uncertificated Pledged Interests, upon a notation that the Collateral Agent is the registered owner of such Pledged Interest recorded in the appropriate corporate books and/or records of the applicable Grantor; and (v) each Grantor has delivered to and deposited with the Collateral Agent (or, with respect to any Pledged Interests created or obtained after the Agreement Date, will deliver and deposit in accordance with Sections 6(a) and 8) all certificates representing the Pledged Interests owned by such Grantor to the extent such Pledged Interests are represented by certificates, and undated powers endorsed in blank with respect to such certificates. None of the Pledged Interests owned or held by such Grantor has been issued or transferred in violation of any securities registration, securities disclosure or similar laws of any jurisdiction to which such issuance or transfer may be subject. In addition, no effective financing statement or other instrument similar in effect covering all or any part of the Pledged Interests or listing any Grantor as debtor with respect thereto, is on file in any recording office, having been authorized by such Grantor, except as may have been filed in favor of the Collateral Agent pursuant to this Agreement.

(g) If, except as contemplated by Section 9, any consent, approval, authorization, or other order or other action by, or any notice to or filing with, any Governmental Authority or any other Person that has not been obtained is required (i) for the grant of a Security Interest by such Grantor in and to the Collateral pursuant to this Agreement or for the execution, delivery, or performance of this Agreement by such Grantor, or (ii) for the exercise by the Collateral Agent of the voting or other rights provided for in this Agreement with respect to the Investment Related Property or the remedies in respect of the Collateral pursuant to this Agreement, except as may be required in connection with such disposition of Investment Related Property by laws affecting the offering and sale of securities generally, then, upon the reasonable request of the Collateral Agent, each Grantor agrees to use it commercially reasonable efforts to assist the Collateral Agent in obtaining as soon as practicable any such necessary approvals or consent for the exercise of any such remedies and rights.

6. Covenants. Each Grantor, jointly and severally, covenants and agrees with the Collateral Agent and the Secured Parties that from and after the date of this Agreement and until the date of termination of this Agreement in accordance with Section 23:

(a) Possession of Collateral. In the event that any Collateral, including proceeds, is evidenced by or consists of Negotiable Collateral (except for a letter of credit or instrument with a face amount less than $1,000,000, individually, or $5,000,000, in the aggregate for all Grantors), Investment Related Property, or Chattel Paper (except for Chattel Paper in a face amount less than $1,000,000, individually, or $5,000,000, in the aggregate), and if and to the extent that perfection or priority of the Collateral Agent’s Security Interest is dependent on or enhanced by possession, the applicable Grantor, promptly upon the request of the Collateral Agent and in accordance with Section 8 hereof, shall execute such other documents and instruments as shall be reasonably requested by the Collateral Agent or, if applicable, endorse and deliver physical possession of such Negotiable Collateral (except for a letter of credit or instrument with a face amount less than $1,000,000, individually, or $5,000,000, in the aggregate for all Grantors), Investment Related Property, or Chattel Paper (except for Chattel Paper in a face amount less than $1,000,000, individually, or $5,000,000, in the aggregate) to the Collateral Agent, together with such undated powers endorsed in blank as shall be reasonably requested by the Collateral Agent;

(b) Chattel Paper.

(i) Each Grantor shall take all steps necessary to grant the Collateral Agent control of all electronic Chattel Paper (except for Chattel Paper in a face amount less than $1,000,000, individually, or $5,000,000, in the aggregate for all Grantors) in accordance with the UCC and all “transferable records” as that term is defined in Section 16 of the Uniform Electronic Transaction Act and Section 201 of the federal Electronic Signatures in Global and National Commerce Act as in effect in any relevant jurisdiction; and

(ii) If any Grantor retains possession of any Chattel Paper or instruments (except for Chattel Paper or instruments in a face amount less than $1,000,000, individually, or $5,000,000, in the aggregate) (which retention of possession shall be subject to the extent permitted hereby, by the other Loan Documents and the other Senior Note Documents), promptly upon the request of the Collateral Agent, such Chattel Paper and instruments shall be marked with the following legend: “This writing and the obligations evidenced or secured hereby are subject to the Security Interest of SunTrust Bank, as the Collateral Agent for the benefit of the Secured Parties”;

(i) Each Grantor shall obtain an authenticated Blocked Account Agreement from each bank holding a Deposit Account, in form and substance satisfactory to the Collateral Agent, to the extent required pursuant to Section 6.11 of the Credit Agreement and Section 11.08 of the Indenture; and

(ii) Each Grantor shall obtain an authenticated Blocked Account Agreement from each bank holding a Securities Account, in form and substance satisfactory to the Collateral Agent, to the extent required pursuant to Section 6.11 of the Credit Agreement;

(d) Letter of Credit Rights. Each Grantor that is or becomes the beneficiary of a letter of credit in a face amount greater than $1,000,000, individually, or $5,000,000, in the aggregate for all Grantors, shall promptly (and in any event within five (5) Business Days after becoming a beneficiary), notify the Collateral Agent thereof and, upon the request by the Collateral Agent, enter into a tri-party agreement with the Collateral Agent and the issuer or confirmation bank with respect to letter-of-credit rights (as that term is defined in the UCC) assigning such letter-of-credit rights to the Collateral Agent and directing all payments thereunder to the Collateral Agent, all in form and substance reasonably satisfactory to the Collateral Agent;

(e) Commercial Tort Claims. Each Grantor shall promptly (and in any event within five (5) Business Days of receipt thereof), notify the Collateral Agent in writing upon incurring or otherwise obtaining a Commercial Tort Claim after the date hereof against any third party, with a value in excess of $1,000,000 and, upon request of the Collateral Agent, promptly amend Schedule 1, authorize the filing of additional financing statements or amendments to existing financing statements and do such other acts or things deemed necessary or desirable by the Collateral Agent to give the Collateral Agent a first priority, perfected security interest in any such Commercial Tort Claim;

(f) Intentionally Omitted;

(g) Intellectual Property.

(i) Upon request of the Collateral Agent, in order to facilitate filings with the United States Patent and Trademark Office and the United States Copyright Office, each Grantor shall execute and deliver to the Collateral Agent one or more Copyright Security Agreements, Trademark Security Agreements, or Patent Security Agreements to evidence the Collateral Agent’s Lien on such Grantor’s Patents, Trademarks, or Copyrights, and the General Intangibles of such Grantor relating thereto or represented thereby;

(ii) Each Grantor shall have the duty, to the extent necessary or economically desirable in the operation of such Grantor’s business, (A) to promptly xxx for infringement, misappropriation, or dilution and to recover any and all damages for such infringement, misappropriation, or dilution, (B) to prosecute diligently any trademark application or service xxxx application that is part of the Trademarks pending as of the date hereof or hereafter until the termination of this Agreement, (C) to prosecute diligently any patent application that is part of the Patents pending as of the date hereof or hereafter until the termination of this Agreement, and (D) to take all reasonable and necessary action to preserve and maintain all of such Grantor’s Trademarks, Patents, Copyrights, Intellectual Property Licenses, and its rights therein, including the filing of applications for renewal, affidavits of use, affidavits of noncontestability and opposition and interference and cancellation proceedings. Each Grantor shall promptly file an application with the United States Copyright Office for any Copyright that has not been registered with the United States Copyright Office if such Copyright is necessary in connection with the operation of such Grantor’s business. Any expenses incurred in connection with the foregoing shall be borne by the appropriate Grantor. Each Grantor further agrees not to abandon any Trademark, Patent, Copyright, or Intellectual Property License that is necessary or economically desirable in the operation of such Grantor’s business without the prior written consent of the Collateral Agent;

(iii) The Grantors acknowledge and agree that Secured Parties shall have no duties with respect to the Trademarks, Patents, Copyrights, or Intellectual Property Licenses. Without limiting the generality of this Section 6(g), the Grantors acknowledge and agree that no Secured Party shall be under any obligation to take any steps necessary to preserve rights in the Trademarks, Patents, Copyrights, or Intellectual Property Licenses against any other Person, but the Collateral Agent or any Secured Party may do so at its option from and after the occurrence and during the continuance of an Event of Default, and all expenses incurred in connection therewith (including fees and expenses of attorneys and other professionals) shall be for the sole account of the Borrower and shall be chargeable to the Loan Account; and

(iv) In no event shall any Grantor, either itself or through any agent, employee, licensee, or designee, file an application for the registration of any Patent, Trademark, or Copyright with the United States Patent and Trademark Office, the United States Copyright Office or any similar office or agency without giving the Collateral Agent prompt written notice thereof. Promptly upon any such filing, each Grantor shall comply with Section 6(g)(i) hereof;

(h) Investment Related Property.

(i) If any Grantor shall receive or become entitled to receive any Pledged Interests after the Agreement Date, it shall within ten (10) Business Days of receipt thereof, deliver to the Collateral Agent a duly executed Pledged Interests Addendum identifying such Pledged Interests;

(ii) All sums of money and property paid or distributed in respect of the Investment Related Property which are received by any Grantor after the occurrence and during the continuance of an Event of Default shall be held by the Grantors in trust for the benefit of the Collateral and, if required by the Collateral Agent, segregated from such Grantor’s other property (provided that if the Event of Default is an Event of Default pursuant to subsections b, g, or h of Section 9.1 of the Credit Agreement, such sums of money or property shall be immediately segregated from Grantor’s other property by Grantor, whether or not the Collateral Agent requests such segregation);

(iii) Each Grantor shall promptly deliver to the Collateral Agent a copy of each material written notice or other communication received by it in respect of any Pledged Interests, subject to Applicable Law;

(iv) No Grantor shall make or consent to any amendment or other modification or waiver with respect to any Pledged Interests, Pledged Operating Agreement, or Pledged Partnership Agreement, or enter into any agreement or permit to exist any restriction with respect to any Pledged Interests other than as permitted in the Credit Agreement and the Indenture;

(v) Each Grantor agrees that it will cooperate with the Collateral Agent in obtaining all necessary approvals and making all necessary filings under federal, state, local, or foreign law in connection with the Security Interest on the Investment Related Property or any sale or transfer thereof; and

(vi) As to all limited liability company or partnership interests, issued under any Pledged Operating Agreement or Pledged Partnership Agreement, each Grantor hereby represents, warrants and covenants that the Pledged Interests issued pursuant to such agreement (A) are not and shall not be dealt in or traded on securities exchanges or in securities markets, (B) do not and will not constitute investment company securities, and (C) are not and will not be held by such Grantor in a securities account. In addition, none of the Pledged Operating Agreements, the Pledged Partnership Agreements, or any other agreements governing any of the Pledged Interests issued under any Pledged Operating Agreement or Pledged Partnership Agreement, provide or shall provide that such Pledged Interests are securities governed by Article 8 of the Uniform Commercial Code as in effect in any relevant jurisdiction, unless such Pledged Interests are duly certificated, endorsed and delivered to the Collateral Agent in accordance herewith;

(i) Real Property; Fixtures. Each Grantor covenants and agrees that (i) upon the acquisition of any fee interest in Real Property in excess of $5,000,000 in value it will promptly (and in any event within five (5) Business Days of acquisition) notify the Collateral Agent of the acquisition of such Real Property and (ii) upon the acquisition of any fee interest in Real Property in excess of $5,000,000 in value, it will grant to the Collateral Agent, for the benefit of the Secured Parties, a first priority Mortgage, subject to Permitted Liens, on each such acquired fee interest in Real Property now or hereafter owned by such Grantor and shall deliver such other documentation and opinions, in form and substance reasonably satisfactory to the Collateral Agent, in connection with the grant of such Mortgage as the Collateral Agent shall request in its Permitted Discretion, including title insurance policies, financing statements, fixture filings and environmental audits and such Grantor shall pay all recording costs, intangible taxes and other fees and costs (including attorneys’ fees and expenses) incurred in connection therewith. Each Grantor acknowledges and agrees that, to the extent permitted by Applicable Law, all of the Collateral shall remain personal property regardless of the manner of its attachment or affixation to real property;

(j) Transfers and Other Liens. The Grantors shall not (i) sell, assign (by operation of law or otherwise) or otherwise dispose of, or grant any option with respect to, any of the Collateral, except as expressly permitted by the Credit Agreement and the Indenture, or (ii) create or permit to exist any Lien upon or with respect to any of the Collateral of any of the Grantors, except for Permitted Liens. The inclusion of Proceeds in the Collateral shall not be deemed to constitute the Collateral Agent’s consent to any sale or other disposition of any of the Collateral except as expressly permitted in this Agreement or the other Loan Documents and the Indenture or the other Senior Note Documents;

(k) General Intangibles. To the extent that any asset purchase agreement or similar document in respect of any acquisition permitted under the Credit Agreement and the Indenture prohibits the grant of a security interest in any Grantor’s interest therein (including any provision stating that such grant would constitute a default under, or give rise to the right to terminate, such agreement), such Grantor shall use good faith commercially reasonable efforts to secure the consent to the granting of such security interest from each counterparty thereto on or prior to the date of consummation of such acquisition. To the extent that any other agreement (including any other Material Contract) contains any enforceable provision prohibiting the grant of a security interest in any Grantor’s interest therein (including any provision stating that such grant would constitute a default under, or give rise to the right to terminate, such agreement), such Grantor shall use good faith commercially reasonable efforts to secure the consent to the granting of such security interest from each counterparty thereto within 30 days of any request by the Collateral Agent to do so; provided, however, that if the applicable counterparty is an Affiliate of such Grantor, such Grantor shall be required to secure the consent of such Affiliate to the granting of a security interest within 30 days of the Collateral Agent’s request; and

(l) Other Actions as to Any and All Collateral. Each Grantor shall promptly (and in any event within ten (10) Business Days of acquiring or obtaining such Collateral) notify the Collateral Agent in writing upon (i) acquiring or otherwise obtaining any Collateral after the date hereof consisting of Trademarks, Patents, Copyrights, Intellectual Property Licenses, Investment Related Property, Chattel Paper (electronic, tangible or otherwise), documents (as defined in Article 9 of the UCC), promissory notes (as defined in the UCC), or instruments (as defined in the UCC) or (ii) any amount payable under or in connection with any of the Collateral being or becoming evidenced after the date hereof by any Chattel Paper, documents, promissory notes, or instruments and, in each such case upon the request of the Collateral Agent and in accordance with Section 8 hereof, promptly execute such other documents, or if applicable, deliver such Chattel Paper, other documents or certificates evidencing any such Investment Related Property in accordance with Section 6 hereof and do such other acts or things deemed necessary or desirable by the Collateral Agent to secure, perfect, or protect the Collateral Agent’s Security Interest therein.

Notwithstanding anything to the contrary contained herein, the Grantors shall not be required to deliver any document or certificate or take any further action to perfect the security interest in the Equity Interests of CoBank, ACB, so long as such Investments are not acquired through the expenditure of any cash or other assets of any Grantor, other than a one time membership fee in an amount not to exceed $1,000.

7. Relation to Other Security Documents. The provisions of this Agreement shall be read and construed with the other Loan Documents and the other Senior Note Documents referred to below in the manner so indicated.

(a) Credit Agreement; Indenture. In the event of any conflict between any provision in this Agreement and a provision in the Credit Agreement with respect to the rights and interests of the Lender Group, such provision of this Agreement shall control. In the event of any conflict between any provision in this Agreement and a provision in the Indenture with respect to the rights and interests of the Trustee or the Senior Note Holders, such provision of this Agreement shall control. In the event of any conflict between any provision of this Agreement and a provision in any Additional Loan and Notes Agreement (as defined in the Intercreditor Agreement) with respect to the rights and interests of any Additional Loan and Notes Secured Parties (as defined in the Intercreditor Agreement) such provision of this Agreement shall control.

(b) Patent, Trademark, Copyright Security Agreements. The provisions of the Copyright Security Agreements, Trademark Security Agreements, and Patent Security Agreements are supplemental to the provisions of this Agreement, and nothing contained in the Copyright Security Agreements, Trademark Security Agreements, or the Patent Security Agreements shall limit any of the rights or remedies of the Collateral Agent hereunder.

8. Further Assurances.

(a) Each Grantor agrees that from time to time, at such Grantor’s own expense, such Grantor will promptly execute and deliver all further instruments and documents, and take all further action, that may be necessary to perfect or that the Collateral Agent may reasonably request in order to secure, perfect and protect, any Security Interest granted or purported to be granted hereby or that may be necessary to enable the Collateral Agent to exercise and enforce its rights and remedies hereunder with respect to any of the Collateral.

(b) Each Grantor authorizes the filing by the Collateral Agent of financing or continuation statements, or amendments thereto, and such Grantor will execute and deliver to the Collateral Agent such other instruments or notices, as may be necessary or as the Collateral Agent may request, in order to perfect and preserve the Security Interest granted or purported to be granted hereby.

(c) Each Grantor authorizes the Collateral Agent at any time and from time to time to file, transmit, or communicate, as applicable, financing statements and amendments (i) describing the Collateral as “all personal property of debtor”, “all assets of debtor”, “all assets of the Debtor, whether now existing or hereafter acquired” or words of similar effect, (ii) describing the Collateral as being of equal or lesser scope or with greater detail, or (iii) that contain any information required by part 5 of Article 9 of the UCC for the sufficiency or filing office acceptance. Each Grantor also hereby ratifies any and all financing statements or amendments previously filed by the Collateral Agent in any jurisdiction.

(d) Each Grantor acknowledges that it is not authorized to file any financing statement or amendment or termination statement with respect to any financing statement filed in connection with this Agreement without the prior written consent of the Collateral Agent, subject to such Grantor’s rights under Section 9-509(d)(2) of the UCC.

9. FCC Licenses; State PUC Licenses; Related Collateral.

(a) The Collateral Agent’s rights hereunder (and the rights of any receiver appointed by reason of the exercise of remedies hereunder) with respect to the FCC Licenses and the State PUC Licenses and any Collateral subject to such FCC Licenses and State PUC Licenses, are expressly subject to, and limited by any obligations and/or restrictions imposed by, the Communications Act and State Telecommunication Laws, as applicable. Prior to the exercise by the Collateral Agent (or any receiver appointed by reason of the exercise of remedies hereunder) of any power, rights, privilege, or remedy pursuant to this Agreement which requires any consent, approval, or authorization of the FCC or any other Governmental Authority, the Grantors, at the request of the Collateral Agent, will execute and deliver, or will cause the execution and delivery of, all applications, certificates, instruments, and other documents and papers that the Collateral Agent determines may be required to obtain such consent, approval, or authorization. Without limiting the generality of the foregoing, each such Grantor will promptly upon request by the Collateral Agent (or any such receiver so appointed) execute and deliver the appropriate portions of applications to the FCC or any other Governmental Authority for its consent to the assignment of or the direct or indirect transfer of control of the FCC Licenses and State PUC Licenses issued to such Grantor and/or any Collateral subject to such FCC Licenses and State PUC Licenses and use its commercially reasonable efforts, upon the request of the Collateral Agent (or any receiver so appointed) to assist in obtaining from the FCC or such other Governmental Authority the necessary consent, approval and authorization, if any, for the assignment of or the direct or indirect transfer of control of such FCC Licenses, such State PUC Licenses, and any Collateral subject to such FCC Licenses or State PUC Licenses to the Collateral Agent or its designee upon or following acceleration of the payment of the Secured Obligations.

(b) Notwithstanding anything to the contrary contained in this Agreement but without waiving or limiting any obligations of any Grantor hereunder, neither the Collateral Agent nor any receiver appointed by reason of the exercise of remedies hereunder shall control, supervise, direct, or manage, or attempt to control, supervise, direct, or manage, the business of any Grantor, in any case that would constitute or result in any assignment of any FCC License or State PUC License or any Collateral subject to such FCC Licenses or State PUC Licenses, or a direct or indirect transfer of control of any Grantor, any FCC License or any State PUC License, whether de jure or de facto, if such assignment or such direct or indirect transfer of control would require under the Communications Laws or State Telecommunications Laws (including the written rules and regulations promulgated thereunder) the prior approval of the FCC or any PUC without first obtaining such approval.

(c) Each Grantor agrees to take any action which the Collateral Agent may request in order to obtain and enjoy the full rights and benefits granted to the Collateral Agent by this Agreement, including the use of its commercially reasonable efforts to assist in obtaining approval of the FCC or any other Governmental Authority for any action or transaction contemplated by this Agreement which is then required by law, and specifically, without limitation, upon request following the occurrence of an Event of Default, to prepare, sign, and file (or cause to be prepared, signed, and filed) with the FCC or any PUC any portion of any application or applications for consent to the assignment or the direct or indirect transfer of control of the FCC Licenses or State PUC Licenses or any Collateral subject to such FCC Licenses or State PUC Licenses required to be signed by such Grantor and necessary or appropriate under the Communications Laws or State Telecommunications Laws (including the written rules and regulations promulgated thereunder) for approval of (i) any sale or transfer of any of the capital stock or other Collateral of such Grantor or any Pledged Company or (ii) any direct or indirect transfer of control of Grantor or any Pledged Company or any FCC License or any State PUC License held by such Grantor or any Pledged Company.

10. Collateral Agent’s Right to Perform Contracts. Upon the occurrence and during the continuance of an Event of Default, Collateral Agent (or its designee) may proceed to perform any and all of the obligations of any Grantor contained in any contract, lease, or other agreement and exercise any and all rights of any Grantor therein contained as fully as such Grantor itself could.

11. Collateral Agent Appointed Attorney-in-Fact. Each Grantor hereby irrevocably appoints the Collateral Agent its attorney-in-fact, with full authority in the place and stead of such Grantor and in the name of such Grantor or otherwise, at such time as an Event of Default has occurred and is continuing, to take any action and to execute any instrument which the Collateral Agent may deem necessary or advisable to accomplish the purposes of this Agreement, including:

(a) to ask, demand, collect, xxx for, recover, compromise, receive and give acquittance and receipts for moneys due and to become due under or in connection with the Accounts or any other Collateral of such Grantor;

(b) to receive, indorse, and collect any drafts or other instruments, documents, Negotiable Collateral or Chattel Paper;

(c) to file any claims or take any action or institute any proceedings which the Collateral Agent may deem necessary or desirable for the collection of any of the Collateral of such Grantor or otherwise to enforce the rights of the Collateral Agent with respect to any of the Collateral;

(d) to repair, alter, or supply goods, if any, necessary to fulfill in whole or in part the purchase order of any Person obligated to such Grantor in respect of any Account of such Grantor;

(e) to use any Equipment, fixtures, furniture, machinery, labels, Patents, Trademarks, trade names, URLs, domain names, industrial designs, Copyrights, Intellectual Property Licenses, advertising matter or other industrial or intellectual property rights, in advertising for sale and selling Inventory and other Collateral and to collect any amounts due under Accounts, contracts or Negotiable Collateral of such Grantor; and

(f) The Collateral Agent on behalf of the Secured Parties shall have the right, but shall not be obligated, to bring suit in its own name to enforce the Trademarks, Patents, Copyrights and Intellectual Property Licenses and, if the Collateral Agent shall commence any such suit, the appropriate Grantor shall, at the request of the Collateral Agent, do any and all lawful acts and execute any and all proper documents required by the Collateral Agent in aid of such enforcement.

To the extent permitted by law, each Grantor hereby ratifies all that such attorney-in-fact shall lawfully do or cause to be done by virtue hereof. This power of attorney is coupled with an interest and shall be irrevocable until this Agreement is terminated.

12. Collateral Agent May Perform. If any of the Grantors fails to perform any agreement contained herein (after giving effect to all applicable grace periods), the Collateral Agent may itself perform, or cause performance of, such agreement, and the expenses of the Collateral Agent incurred in connection therewith shall be payable, jointly and severally, by the Grantors.

13. Collateral Agent’s Duties. The powers conferred on the Collateral Agent hereunder are solely to protect the Collateral Agent’s interest in the Collateral, for the benefit of the Secured Parties, and shall not impose any duty upon the Collateral Agent to exercise any such powers. Except for the safe custody of any Collateral in the Collateral Agent’s (or its agents’ or bailees’) possession or control and the accounting for moneys actually received by it hereunder, the Collateral Agent shall have no duty as to any Collateral or as to the taking of any necessary steps to preserve rights against prior parties or any other rights pertaining to any Collateral. The Collateral Agent shall be deemed to have exercised reasonable care in the custody and preservation of any Collateral in its actual possession if such Collateral is accorded treatment substantially equal to that which the Collateral Agent accords its own property.

14. Collection of Accounts, General Intangibles and Negotiable Collateral. At any time upon the occurrence and during the continuation of an Event of Default, the Collateral Agent or the Collateral Agent’s designee may (a) notify Account Debtors of any Grantor that the Accounts, General Intangibles, Chattel Paper or Negotiable Collateral have been assigned to the Collateral Agent, for the benefit of the Secured Parties, or that the Collateral Agent has a security interest therein, and (b) collect the Accounts, General Intangibles and Negotiable Collateral directly, and any collection costs and expenses shall constitute part of such Grantor’s Secured Obligations under the Loan Documents and the Senior Note Documents.

15. Disposition of Pledged Interests by the Collateral Agent. None of the Pledged Interests existing as of the date of this Agreement are, and none of the Pledged Interests hereafter acquired on the date of acquisition thereof will be, registered or qualified under the various federal or state securities laws of the United States and disposition thereof after an Event of Default may be restricted to one or more private (instead of public) sales in view of the lack of such registration or qualification. Each Grantor understands that in connection with such disposition, the Collateral Agent may approach only a restricted number of potential purchasers and further understands that a sale under such circumstances may yield a lower price for the Pledged Interests than if the Pledged Interests were registered and qualified pursuant to federal and state securities laws and sold on the open market. Each Grantor, therefore, agrees that: (a) if the Collateral Agent shall, pursuant to the terms of this Agreement, sell or cause the Pledged Interests or any portion thereof to be sold at a private sale, the Collateral Agent shall have the right to rely upon the advice and opinion of any nationally recognized brokerage or investment firm (but shall not be obligated to seek such advice and the failure to do so shall not be considered in determining the commercial reasonableness of such action) as to the best manner in which to offer the Pledged Interest or any portion thereof for sale and as to the best price reasonably obtainable at the private sale thereof; and (b) such reliance shall be conclusive evidence that the Collateral Agent has handled the disposition in a commercially reasonable manner.

16. Voting Rights.

(a) Upon the occurrence and during the continuation of an Event of Default, (i) the Collateral Agent may, at its option, and with prior notice to any Grantor, and in addition to all rights and remedies available to the Collateral Agent under any other agreement, at law, in equity, or otherwise, exercise all voting rights, and all other ownership or consensual rights in respect of the Pledged Interests owned by such Grantor, but under no circumstances is the Collateral Agent obligated by the terms of this Agreement to exercise such rights, (ii) if the Collateral Agent duly exercises its right to vote any of such Pledged Interests, each Grantor hereby appoints the Collateral Agent, such Grantor’s true and lawful attorney-in-fact and IRREVOCABLE PROXY to vote such Pledged Interests in any manner the Collateral Agent deems advisable for or against all matters submitted or which may be submitted to a vote of shareholders, partners or members, as the case may be and (iii) each Grantor shall be entitled to receive and retain any and all dividends, interest and other distributions paid in respect of the Pledged Interests of such Grantor if and to the extent that the payment thereof is not otherwise prohibited by the terms of the Loan and Notes Agreements; provided, however, that any and all (A) dividends, interest and other distributions paid or payable other than in cash in respect of, and instruments and other property received, receivable or otherwise distributed in respect of, or in exchange for, any Pledged Interests, (B) dividends and other distributions paid or payable in cash in respect of any Pledged Interests in connection with a partial or total liquidation or dissolution or in connection with a reduction of capital, capital surplus or paid in surplus and (C) cash paid, payable or otherwise distributed in respect of principal of, or in redemption of, or in exchange for, any Pledged Interests, in each case, if requested by the Collateral Agent, shall be, and shall be forthwith delivered to the Collateral Agent to hold as Pledged Interests in accordance with the terms of the Intercreditor Agreement (provided that if the Event of Default is an Event of Default pursuant to subsections b, g, or h of Section 9.1 of the Credit Agreement, such dividends or cash shall be delivered to Collateral Agent to hold as Pledged Interests in accordance with the terms of the Intercreditor Agreement, whether or not the Collateral Agent requests such delivery) and shall, if received by such Grantor, be received in trust for the benefit of the Collateral Agent, and if requested by the Collateral Agent in its Permitted Discretion, be segregated from the other property or funds of such Grantor and be forthwith delivered to the Collateral Agent as Pledged Interests in accordance with the terms of the Intercreditor Agreement in the same form as so received (with any necessary indorsement) (provided that if the Event of Default is an Event of Default pursuant to subsections b, g, or h of Section 9.1 of the Credit Agreement, such cash or dividends shall be immediately segregated from Grantor’s other property by Grantor, whether or not the Collateral Agent requests such segregation). The power-of-attorney granted hereby is coupled with an interest and shall be irrevocable.

(b) For so long as any Grantor shall have the right to vote the Pledged Interests owned by it, such Grantor covenants and agrees that it will not, without the prior written consent of the Collateral Agent, vote or take any consensual action with respect to such Pledged Interests which would (i) affect the grant, perfection or priority of the Liens granted to the Collateral Agent and the Secured Parties, (ii) materially diminish the value of the Collateral, taken as a whole, or (iii) affect the ability of the Collateral Agent or any of the Secured Parties to realize or foreclose on the Xxxxxxxxxx.

00. Remedies. Upon the occurrence and during the continuance of an Event of Default:

(a) The Collateral Agent may exercise in respect of the Collateral, in addition to other rights and remedies provided for herein, in the other Loan Documents, in the other Senior Note Documents or otherwise available to it, all the rights and remedies of a secured party upon default under the UCC (whether or not the UCC applies to the affected Collateral) or any other Applicable Law. Without limiting the generality of the foregoing, each Grantor expressly agrees that, in any such event, the Collateral Agent without demand of performance or other demand, advertisement or notice of any kind (except a notice specified below of time and place of public or private sale) to or upon any of the Grantors or any other Person (all and each of which demands, advertisements and notices are hereby expressly waived to the maximum extent permitted by the UCC or any other Applicable Law), may take immediate possession of all or any portion of the Collateral and (i) require the Grantors to, and each Grantor hereby agrees that it will at its own expense and upon request of the Collateral Agent forthwith, assemble all or part of the Collateral as directed by the Collateral Agent and make it available to the Collateral Agent at one or more locations where such Grantor regularly maintains Inventory or such other location as the Collateral Agent may request, and (ii) without notice except as specified below, sell the Collateral or any part thereof in one or more parcels at public or private sale, at any of the Collateral Agent’s offices or elsewhere, for cash, on credit, and upon such other terms as the Collateral Agent may deem commercially reasonable. Each Grantor agrees that, to the extent notice of sale shall be required by law, at least ten (10) days notice to any of the Grantors of the time and place of any public sale or the time after which any private sale is to be made shall constitute reasonable notification and specifically such notice shall constitute a reasonable “authenticated notification of disposition” within the meaning of Section 9-611 of the UCC. the Collateral Agent shall not be obligated to make any sale of Collateral regardless of notice of sale having been given. The Collateral Agent may adjourn any public or private sale from time to time by announcement at the time and place fixed therefor, and such sale may, without further notice, be made at the time and place to which it was so adjourned.

(b) The Collateral Agent is hereby granted a non-exclusive license or other right to use, without liability for royalties or any other charge, each Grantor’s labels, Patents, Copyrights, Intellectual Property Licenses, rights of use of any name, trade secrets, trade names, Trademarks, service marks and advertising matter, URLs, domain names, industrial designs, other industrial or Intellectual Property, Equipment, fixtures, furniture, machinery or any property of a similar nature, whether owned by any of the Grantors or with respect to which any of the Grantors have rights under license, sublicense, or other agreements, as it pertains to the Collateral, in preparing for sale, advertising for sale and selling any Collateral, and each Grantor’s rights under all licenses and all franchise agreements shall inure to the benefit of the Collateral Agent in each case, to the extent permitted under applicable licenses or as permitted under Applicable Law.

(c) Any cash held by the Collateral Agent as Collateral and all cash proceeds received by the Collateral Agent in respect of any sale of, collection from or other realization upon all or any part of the Collateral shall be applied against the Secured Obligations in the order set forth in the Intercreditor Agreement. In the event the proceeds of Collateral are insufficient to satisfy all of the Secured Obligations in full, each Grantor shall remain jointly and severally liable for any such deficiency.

(d) Each Grantor hereby acknowledges that the Secured Obligations arose out of one or more commercial transactions, and agrees that if an Event of Default shall occur and be continuing the Collateral Agent shall have the right to an immediate writ of possession without notice of a hearing. The Collateral Agent shall, to the extent permitted by Applicable Law, have the right to the appointment of a receiver for the properties and assets of each Grantor, and each Grantor hereby consents to such rights and such appointment and hereby waives any objection such Grantor may have thereto or the right to have a bond or other security posted by the Collateral Agent.

(e) The Collateral Agent may send to each bank, securities intermediary or issuer party to any Blocked Account Agreement an “Access Termination Notice” as defined in and under such Blocked Account Agreement.

18. Remedies Cumulative. Each right, power, and remedy of the Collateral Agent as provided for in this Agreement, in the other Loan Documents, in the other Senior Note Documents or now or hereafter existing at law or in equity or by statute or otherwise shall be cumulative and concurrent and shall be in addition to every other right, power, or remedy provided for in this Agreement, in the other Loan Documents, in the other Senior Note Documents or now or hereafter existing at law or in equity or by statute or otherwise, and the exercise or beginning of the exercise by the Collateral Agent, of any one or more of such rights, powers, or remedies shall not preclude the simultaneous or later exercise by the Collateral Agent of any or all such other rights, powers, or remedies.

19. Marshaling. The Collateral Agent shall not be required to marshal any present or future collateral security (including but not limited to the Collateral) for, or other assurances of payment of, the Secured Obligations or any of them or to resort to such collateral security or other assurances of payment in any particular order, and all of its rights and remedies hereunder and in respect of such collateral security and other assurances of payment shall be cumulative and in addition to all other rights and remedies, however existing or arising. To the extent that it lawfully may, each Grantor hereby agrees that it will not invoke any law relating to the marshaling of collateral which might cause delay in or impede the enforcement of the Collateral Agent’s rights and remedies under this Agreement or under any other instrument creating or evidencing any of the Secured Obligations or under which any of the Secured Obligations is outstanding or by which any of the Secured Obligations is secured or payment thereof is otherwise assured, and, to the extent that it lawfully may, each Grantor hereby irrevocably waives the benefits of all such laws.

20. Indemnity and Expenses.

(a) Each Grantor agrees to, on a joint and several basis, indemnify the Collateral Agent and each Secured Party from and against all claims, lawsuits and liabilities (including attorneys’ fees) arising out of or resulting from this Agreement (including enforcement of this Agreement), any other Loan Document or any other Senior Note Document to which such Grantor is a party, except claims, losses or liabilities resulting from the gross negligence or willful misconduct of the party seeking indemnification as determined by a final non-appealable order of a court of competent jurisdiction; provided, that in the case of legal fees and expenses, such Grantor’s indemnification obligations shall be limited to the reasonable and documented out-of-pocket fees, disbursements and other charges of one counsel to the Collateral Agent in any relevant jurisdiction and, in the case of any conflict of interest (as reasonably determined by the Secured Parties, taken as a whole, affected by such conflict) one additional counsel in each relevant jurisdiction to each group of affected Secured Parties similarly situated taken as a whole. This provision shall survive the termination of this Agreement, the Credit Agreement, the Indenture and the repayment of the Secured Obligations.

(b) The Grantors, jointly and severally, shall, upon demand, pay to the Collateral Agent all the reasonable, documented expenses which the Collateral Agent may incur in connection with (i) the administration of this Agreement, (ii) the custody, preservation, use or operation of, or, upon an Event of Default, the sale of, collection from, or other realization upon, any of the Collateral in accordance with this Agreement, the other Loan Documents and the other Senior Note Documents, (iii) the exercise or enforcement of any of the rights of the Collateral Agent hereunder or (iv) the failure by any of the Grantors to perform or observe any of the provisions hereof.

21. Merger, Amendments; Etc. THIS WRITTEN AGREEMENT, TOGETHER WITH THE OTHER LOAN DOCUMENTS AND THE OTHER SENIOR NOTE DOCUMENTS, REPRESENTS THE FINAL AGREEMENT BETWEEN THE PARTIES WITH RESPECT TO THE MATTERS ADDRESSED HEREIN AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN AGREEMENTS BETWEEN THE PARTIES. No waiver of any provision of this Agreement, and no consent to any departure by any of the Grantors herefrom, shall in any event be effective unless the same shall be in writing and signed by the Collateral Agent, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given. No amendment of any provision of this Agreement shall be effective unless the same shall be in writing and signed by the Collateral Agent and each of the Grantors to which such amendment applies.

22. Addresses for Notices. All notices and other communications provided for hereunder shall be given in the form and manner and delivered to the Collateral Agent at its address specified in the Credit Agreement, and to any of the Grantors at their respective addresses specified in the Credit Agreement or, as to any party, at such other address as shall be designated by such party in a written notice to the other party.

23. Continuing Security Interest: Assignments under Credit Agreement and Indenture. This Agreement shall create a continuing security interest in the Collateral and shall (a) remain in full force and effect until the Obligations and the Senior Secured Notes have been repaid in full in cash, or otherwise satisfied to the satisfaction of the Secured Parties, in accordance with the provisions of the Intercreditor Agreement, the Credit Agreement, and the Indenture, and the Revolving Loan Commitment has expired or has been terminated, (b) be binding upon each of the Grantors, and their respective successors and assigns, and (c) inure to the benefit of, and be enforceable by, the Collateral Agent, and its successors, transferees and assigns. Without limiting the generality of the foregoing clause (c), any Lender or Senior Note Holder may, in accordance with the provisions of the Credit Agreement or the Indenture, as applicable, assign or otherwise transfer all or any portion of its rights and obligations under the Credit Agreement (including, without limitation, all or any portion of the Revolving Loan Commitments, the Loans owing to it and any Revolving Loan Notes held by it), the Indenture or the notes issued under the Indenture, as applicable, to any other Person, and such other Person shall thereupon become vested with all the benefits in respect thereof granted to such Lender or Senior Note Holder, as applicable, herein or otherwise. (x) Upon repayment in full in cash, or other satisfaction to the satisfaction of the Secured Parties, of the Secured Obligations in accordance with the provisions of the Intercreditor Agreement, the Credit Agreement, and the Indenture, and the expiration or termination of the Revolving Loan Commitment, the Security Interest granted hereby on all of the Collateral shall, and (y) upon the sale, transfer or other disposition to a non-Grantor of any portion of the Collateral (including Equity Interests in a Grantor), which sale, transfer or disposition is permitted by the Credit Agreement and the Indenture, the Security Interest granted hereby on all of such sold, transferred or disposed Collateral (and, in the case of a sale, transfer or a disposition of Equity Interests in a Grantor other than a Borrower, that results in such Grantor no longer being a Subsidiary of any Borrower, the Security Interest granted hereby on all of the Collateral in and to which such Grantor has any right, title or interest), shall, in each case, automatically terminate, all without delivery of any instrument or performance of any act by any party, and all rights to the Collateral (or such portion thereof) shall revert to the Grantors or any other Person entitled thereto. At such time, the Collateral Agent will authorize the filing of appropriate termination statements to evidence the termination of such Security Interests to the extent described above. At the request and sole expense of any Grantor following any such termination, the Collateral Agent shall deliver to such Grantor any Pledged Collateral or other Collateral then held by the Collateral Agent hereunder in which the Security Interest has been terminated, and execute and deliver to such Grantor such documents as such Grantor shall reasonably request to evidence such termination. Except as provided above, no transfer or renewal, extension, assignment, or termination of this Agreement, the Credit Agreement, any other Loan Document, the Indenture, any other Senior Note Document or any other instrument or document executed and delivered by any Grantor to the Collateral Agent nor any additional Advances or other loans made by the Collateral Agent or any Lender to the Borrower, nor the taking of further security, nor the retaking or re-delivery of the Collateral to the Grantors, or any of them, by the Collateral Agent, nor any other act of any Secured Party shall release any of Grantors from any obligation, except a release or discharge executed in writing by the Collateral Agent in accordance with the provisions of the Credit Agreement and the Indenture. The Collateral Agent shall not by any act, delay, omission or otherwise, be deemed to have waived any of its rights or remedies hereunder, unless such waiver is in writing and signed by the Collateral Agent and then only to the extent therein set forth. A waiver by the Collateral Agent of any right or remedy on any occasion shall not be construed as a bar to the exercise of any such right or remedy which the Collateral Agent would otherwise have had on any other occasion.

24. GOVERNING LAW; JURISDICTION; WAIVER OF JURY TRIAL.

(a) THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS ARE INTENDED TO TAKE EFFECT AS SEALED INSTRUMENTS AND SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO THE CONFLICT OF LAWS PRINCIPLES THEREOF, EXCEPT TO THE EXTENT OTHERWISE PROVIDED IN THE LOAN DOCUMENTS.

(b) FOR PURPOSES OF ANY LEGAL ACTION OR PROCEEDING BROUGHT BY THE COLLATERAL AGENT WITH RESPECT TO THIS AGREEMENT, EACH GRANTOR HEREBY IRREVOCABLY SUBMITS TO THE EXCLUSIVE JURISDICTION OF THE FEDERAL AND STATE COURTS SITTING IN THE STATE OF NEW YORK AND HEREBY IRREVOCABLY DESIGNATES AND APPOINTS, AS ITS AUTHORIZED AGENT FOR SERVICE OF PROCESS IN THE STATE OF NEW YORK, THE ADMINISTRATIVE BORROWER, OR SUCH OTHER PERSON AS SUCH GRANTOR SHALL DESIGNATE HEREAFTER BY WRITTEN NOTICE GIVEN TO THE COLLATERAL AGENT. THE SECURED PARTIES SHALL FOR ALL PURPOSES AUTOMATICALLY, AND WITHOUT ANY ACT ON THEIR PART, BE ENTITLED TO TREAT SUCH DESIGNEE OF EACH GRANTOR AS THE AUTHORIZED AGENT TO RECEIVE FOR AND ON BEHALF OF SUCH GRANTOR SERVICE OF WRITS, OR SUMMONS OR OTHER LEGAL PROCESS IN THE STATE OF NEW YORK, WHICH SERVICE SHALL BE DEEMED EFFECTIVE PERSONAL SERVICE ON SUCH GRANTOR SERVED WHEN DELIVERED, WHETHER OR NOT SUCH AGENT GIVES NOTICE TO SUCH GRANTOR; AND DELIVERY OF SUCH SERVICE TO ITS AUTHORIZED AGENT SHALL BE DEEMED TO BE MADE WHEN PERSONALLY DELIVERED OR THREE (3) BUSINESS DAYS AFTER MAILING BY REGISTERED OR CERTIFIED MAIL ADDRESSED TO SUCH AUTHORIZED AGENT. EACH GRANTOR FURTHER IRREVOCABLY CONSENTS TO SERVICE OF PROCESS IN ANY SUCH ACTION OR PROCEEDING BY THE MAILING OF COPIES THEREOF BY REGISTERED OR CERTIFIED MAIL TO SUCH GRANTOR AT THE ADDRESS SET FORTH ABOVE, SUCH SERVICE TO BECOME EFFECTIVE THREE (3) BUSINESS DAYS AFTER SUCH MAILING. IN THE EVENT THAT, FOR ANY REASON, SUCH AGENT OR ITS SUCCESSORS SHALL NO LONGER SERVE AS AGENT OF EACH GRANTOR TO RECEIVE SERVICE OF PROCESS IN THE STATE OF NEW YORK, EACH GRANTOR SHALL SERVE AND ADVISE THE COLLATERAL AGENT THEREOF SO THAT AT ALL TIMES EACH GRANTOR WILL MAINTAIN AN AGENT TO RECEIVE SERVICE OF PROCESS IN THE STATE OF NEW YORK ON BEHALF OF SUCH GRANTOR WITH RESPECT TO THIS AGREEMENT, ALL OTHER LOAN DOCUMENTS, ALL OTHER SENIOR NOTE DOCUMENTS AND THE BANK PRODUCTS DOCUMENTS. IN THE EVENT THAT, FOR ANY REASON, SERVICE OF LEGAL PROCESS CANNOT BE MADE IN THE MANNER DESCRIBED ABOVE, SUCH SERVICE MAY BE MADE IN SUCH MANNER AS PERMITTED BY LAW.

(c) EACH GRANTOR HEREBY IRREVOCABLY WAIVES ANY OBJECTION IT WOULD MAKE NOW OR HEREAFTER FOR THE LAYING OF VENUE OF ANY SUIT, ACTION, OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT BROUGHT IN THE FEDERAL COURTS OF THE UNITED STATES SITTING IN NEW YORK COUNTY, NEW YORK, AND HEREBY IRREVOCABLY WAIVES ANY CLAIM THAT ANY SUCH SUIT, ACTION, OR PROCEEDING HAS BEEN BROUGHT IN AN INCONVENIENT FORUM.

(d) EACH GRANTOR AND EACH SECURED PARTY TO THE EXTENT PERMITTED BY APPLICABLE LAW WAIVES, AND OTHERWISE AGREES NOT TO REQUEST, A TRIAL BY JURY IN ANY COURT AND IN ANY ACTION, PROCEEDING OR COUNTERCLAIM OF ANY TYPE IN WHICH ANY GRANTOR, ANY SECURED PARTY OR ANY OF THEIR RESPECTIVE SUCCESSORS OR ASSIGNS IS A PARTY, AS TO ALL MATTERS AND THINGS ARISING DIRECTLY OR INDIRECTLY OUT OF THIS AGREEMENT.

25. New Subsidiaries. Pursuant to Section 6.16 of the Credit Agreement and Section 4.08 of the Indenture, certain new direct or indirect Domestic Subsidiaries (whether by acquisition or creation) of a Grantor may from time to time be required to enter into this Agreement by executing and delivering in favor of the Collateral Agent a supplement to this Agreement in the form of Exhibit A attached hereto. Upon the execution and delivery of Exhibit A by any such new Domestic Subsidiary, such Domestic Subsidiary shall become a Grantor hereunder with the same force and effect as if originally named as a Grantor herein. The execution and delivery of any instrument adding an additional Grantor as a party to this Agreement shall not require the consent of any Grantor hereunder. The rights and obligations of each Grantor hereunder shall remain in full force and effect notwithstanding the addition of any new Grantor hereunder.

26. Collateral Agent. Each reference herein to any right granted to, benefit conferred upon or power exercisable by the “Collateral Agent” shall be a reference to the Collateral Agent, for the benefit of the Secured Parties.

27. Intercreditor Agreement. Notwithstanding anything herein to the contrary, the priority of the Lien granted to the Collateral Agent under this Agreement and the exercise of the rights and remedies of the Collateral Agent hereunder and under any other Loan Documents and Senior Note Documents are subject to the provisions of the Intercreditor Agreement. In the event of any conflict between the terms of the Intercreditor Agreement and this Agreement or any other Loan Document or Senior Note Document, the terms of the Intercreditor Agreement shall govern and control.

28. Miscellaneous.

(a) This Agreement may be executed in any number of counterparts and by different parties on separate counterparts, each of which, when executed and delivered, shall be deemed to be an original, and all of which, when taken together, shall constitute but one and the same Agreement. Delivery of an executed counterpart of this Agreement by telefacsimile or other electronic method of transmission shall be equally as effective as delivery of an original executed counterpart of this Agreement. Any party delivering an executed counterpart of this Agreement by facsimile or other electronic method of transmission also shall deliver an original executed counterpart of this Agreement but the failure to deliver an original executed counterpart shall not affect the validity, enforceability, and binding effect of this Agreement.

(b) Any provision of this Agreement which is prohibited or unenforceable shall be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof in that jurisdiction or affecting the validity or enforceability of such provision in any other jurisdiction.

(c) Headings used in this Agreement are for convenience only and shall not be used in connection with the interpretation of any provision hereof.

(d) The pronouns used herein shall include, when appropriate, either gender and both singular and plural, and the grammatical construction of sentences shall conform thereto.

(e) Unless the context of this Agreement, any other Loan Document or any other Senior Note Document clearly requires otherwise, references to the plural include the singular, references to the singular include the plural, the terms “includes” and “including” are not limiting, and the term “or” has, except where otherwise indicated, the inclusive meaning represented by the phrase “and/or.” The words “hereof,” “herein,” “hereby,” “hereunder,” and similar terms in this Agreement, any other Loan Document or any other Senior Note Document refer to this Agreement, such other Loan Document or such other Senior Note Document, as the case may be, as a whole and not to any particular provision of this Agreement, such other Loan Document or such other Senior Note Document, as the case may be. Section, subsection, clause, schedule, and exhibit references herein are to this Agreement unless otherwise specified. Any reference in this Agreement, in any other Loan Document or any other Senior Note Document to any agreement, instrument, or document shall include all alterations, amendments, changes, extensions, modifications, renewals, replacements, substitutions, joinders, and supplements, thereto and thereof, as applicable (subject to any restrictions on such alterations, amendments, changes, extensions, modifications, renewals, replacements, substitutions, joinders, and supplements set forth herein). Any reference herein, in any other Loan Document or any other Senior Note Document to the satisfaction or repayment in full of the Obligations and the Senior Secured Notes shall mean the repayment in full in cash (or cash collateralization in accordance with the terms hereof) of all Obligations and the Senior Secured Notes other than unasserted contingent indemnification Obligations and Senior Secured Notes. Any reference herein to any Person shall be construed to include such Person’s successors and assigns. Any requirement of a writing contained herein, in any other Loan Document or any other Senior Note Document shall be satisfied by the transmission of a Record and any Record so transmitted shall constitute a representation and warranty as to the accuracy and completeness of the information contained therein.

[remainder of page left blank intentionally]

IN WITNESS WHEREOF, the undersigned parties hereto have executed this Agreement by and through their duly authorized officers, as of the day and year first above written.


GRANTORS:	ZAYO GROUP, LLC

	By:	/s/ Xxx xxxXxxxxxxx
	Name:	Xxx xxxXxxxxxxx
	Title:	Chief Financial Officer

	ZAYO CAPITAL, INC.

	By:	/s/ Xxx xxxXxxxxxxx
	Name:	Xxx xxxXxxxxxxx
	Title:	Chief Financial Officer

	ZAYO COLOCATION INC.
	FIBERNET TELECOM, INC.
	LOCAL FIBER, LLC
	AMERICAN FIBER SYSTEMS HOLDING CORP.
	AMERICAN FIBER SYSTEMS, INC.
	360NETWORKS HOLDINGS (USA) INC.
	360NETWORKS (USA) INC.
	360NETWORKS LLC
	360NETWORKS ILLINOIS LLC
	360NETWORKS IOWA LLC
	360NETWORKS KENTUCKY LLC
	360NETWORKS LOUISIANA LLC
	360NETWORKS MICHIGAN LLC
	360NETWORKS MISSISSIPPI LLC
	360NETWORKS TENNESSEE LLC
	NORTHERN COLORADO TELECOMMUNICATIONS LLC
	CONTROL ROOM TECHNOLOGIES, LLC
	ARIALINK TELECOM, LLC
	ARIALINK SERVICES, LLC
	LANSING FIBER COMMUNICATIONS, LLC
	ALLEGAN FIBER COMMUNICATIONS, LLC
	ZAYO FM SUB, INC.

	By:	/s/ Xxx xxxXxxxxxxx
		Name: Xxx xxxXxxxxxxx
		Title: Chief Financial Officer

After the consummation of the AboveNet Acquisition:


ABOVENET, INC.
ABOVENET COMMUNICATIONS, INC.
ABOVENET OF UTAH, L.L.C.
ABOVENET OF VA, L.L.C.
ABOVENET INTERNATIONAL, INC.
MFN INTERNATIONAL, L.L.C.
MFN EUROPE FINANCE, INC.

By:		/s/ Xxx xxxXxxxxxxx
		Name: Xxx xxxXxxxxxxx
		Title: Chief Financial Officer

Schedule 1

Commercial Tort Claims

None.

Schedule 2

Copyrights

None.

Schedule 3

Intellectual Property Licenses

None.

Schedule 4

Patents

None.

Schedule 5

Pledged Companies


Pledgor	Pledged Entity	Type of Interest	Number of Shares/Units	Certificate No.	% of Total Equity Represented by Certificate
Zayo Group, LLC	Zayo Capital, Inc.	Common Stock	100	1	100%
Zayo Group, LLC	Zayo Colocation Inc.	Common Stock	100	CS-3	100%
Zayo Group, LLC	Zayo FM Sub, Inc.	Common Stock	100	1	100%
Zayo Colocation Inc.	FiberNet Telecom, Inc.	Common Stock	1,000	14	100%
FiberNet Telecom, Inc.	Local Fiber, LLC	Membership Interest Units	1,000	2	100%
Zayo Group, LLC	American Fiber Systems Holding Corp.	Common Stock	1,000	1	100%
American Fiber Systems Holding Corp.	American Fiber Systems, Inc.	Common Stock	100	C-34	100%
Zayo Group, LLC	360networks holdings (USA) inc.	Common Stock	6,170 shares	688 shares – Cert. No. 1 5,482 shares – Cert. No. 2	100%
Zayo Group, LLC	360networks (USA) inc.	Common Stock	203 shares	100 shares – Cert. No. 1 100 shares – Cert. No. 2 3 shares – Cert. No. 3	100%
360networks (USA) inc.	360networks LLC	Membership Interest Units	100	N/A	100%


Pledgor	Pledged Entity	Type of Interest	Number of Shares/Units	Certificate No.	% of Total Equity Represented by Certificate
360networks LLC	360networks Illinois LLC	Membership Interest Units	100	N/A	N/A
360networks LLC	360networks Iowa LLC	Membership Interest Xxxxx	000	X/X	X/X
000xxxxxxxx LLC	360networks Kentucky LLC	Membership Interest Units	100	N/A	N/A
360networks LLC	360networks Louisiana LLC	Membership Interest Units	100	N/A	N/A
360networks LLC	360networks Michigan LLC	Membership Interest Units	100	N/A	N/A
360networks LLC	360networks Mississippi LLC	Membership Interest Units	100	N/A	N/A
360networks LLC	360networks Tennessee LLC	Membership Interest Xxxxx	000	X/X	X/X
000xxxxxxxx (XXX) inc.	Northern Colorado Telecommunications LLC	Membership Interest Xxxxx	000	X/X	X/X
000xxxxxxxx (XXX) inc.	360networks Vancouver Ltd.	Common Stock	65 shares of A voting non- participating common stock 100 shares of B non-voting participating common stock	Class A Voting Shares – Cert. No. 4A Class B Non-Voting Shares – Cert. No. 4B	65% 100%
Zayo Group, LLC	Control Room Technologies, LLC	N/A	N/A	N/A	N/A


Pledgor	Pledged Entity	Type of Interest	Number of Shares/Units	Certificate No.	% of Total Equity Represented by Certificate
Zayo Group, LLC	Allegan Fiber Communications, LLC	N/A	N/A	N/A	N/A
Zayo Group, LLC	Lansing Fiber Communications, LLC	N/A	N/A	N/A	N/A
Control Room Technologies, LLC	Arialink Services, LLC	N/A	N/A	N/A	N/A
Control Room Technologies, LLC	Arialink Telecom, LLC	N/A	N/A	N/A	N/A
Zayo Group, LLC	AboveNet, Inc.	Common Stock	1,000	1	100%
AboveNet, Inc.	AboveNet Communications, Inc.	Common Stock	1,000	1	100%
AboveNet Communications, Inc.	AboveNet of Utah, L.L.C.	Membership Interest	N/A	1	100%
AboveNet Communications, Inc.	AboveNet of VA, L.L.C.	Membership Interest	N/A	1	100%
AboveNet Communications, Inc.	AboveNet International, Inc.	Common Stock	2,000	1	100%
AboveNet International, Inc.	MFN Europe Finance, Inc.	Common Stock	1,000	2	100%
AboveNet International, Inc.	MFN International, L.L.C.	Membership Interests	N/A	1	100%

Schedule 6

Trademarks

Trademarks Registrations/Applications


U.S. Trademarks:
Registered Owner	Trademark Description	Application Serial Number/Filing Date	Registration Number/ Registration Date
AboveNet, Inc.		77763334 June 18, 2009	3847072 September 14, 2010
AboveNet, Inc.		77763239 June 18, 2009	3742184 January 26, 2010
AboveNet, Inc.		77550441 August 19, 2008	3665937 August 11, 2009
AboveNet, Inc.		77550300 August 19, 2008	3665936 August 11, 2009
AboveNet, Inc.		77382232 January 28, 2008	3501281 September 16, 2008
AboveNet, Inc.		77099554 February 5, 2007	3399181 March 18, 2008
Zayo Group, LLC	THE BACKBONE TO COMMUNICATIONS	78966155 September 1, 2006	3490666 August 19, 2008
Zayo Group, LLC	THE BACKBONE TO COMMUNICATIONS	78966157 September 1, 2006	3464595 July 8, 2008
Zayo Group, LLC	360NETWORKS	76171118 November 26, 2000	2821982 March 16, 2004
Zayo Group, LLC	360	76171119 November 26, 2000	2950775 May 17, 2005
Zayo Group, LLC	360NETWORKS	76122960 September 6, 2000	2911912 December 21, 2004
Zayo Group, LLC	ZAYO FIBER SOLUTIONS	85308155 April 29, 2011	4073692 December 20, 2011
Zayo Group, LLC	ZAYO ENTERPRISE NETWORKS	85308157 April 29, 2011	4073693 December 20, 2011


Zayo Group, LLC	ZAYO BANDWIDTH	77245166 August 2, 2007	3500859 September 16, 2008
Zayo Group, LLC	ZAYO	77244680 August 1, 2007	3500857 September 16, 2008
Zayo Group, LLC	ZCOLO	77825058 September 11, 2009	3971264 May 31, 2011
Zayo Colocation Inc.		78693888 August 16, 2005	3395986 March 11, 2008
Zayo Colocation Inc.		77044317 November 15, 2006	3361370 January 1, 2008
Zayo Colocation Inc.		77037993 November 6, 2006	3350844 December 11, 2007
Zayo Colocation Inc.		78750871 November 9, 2005	3198383 January 16, 2007


Foreign Trademarks:
Registered Owner	Trademark Description	Application Number/Filing Date	Registration Number/ Registration Date
AboveNet Communications, Inc.	ABOVENET	7339823 October 24, 2008	7339823 EC June 10, 0000
XxxxxXxx Communications, Inc.	ABOVENET	98741428 July 10, 1998	98741428 French July 10, 0000
XxxxxXxx Communications, Inc.	ABOVENET	2170781 June 29, 0000	0000000 UK February 26, 0000
XxxxxXxx Communications, Inc.	DIZOOM	2448950 March 9, 2007	2448950 UK October 12, 0000
XxxxxXxx Communications, Inc.	JABNET	2448951 March 9, 2007	2448951 UK February 22, 0000
000xxxxxxxx xxxxxxxx (XXX) inc. *	360	1060809 May 26, 2000	TMA583,538 Canada June 11, 0000

000xxxxxxxx xxxxxxxx (XXX) inc. *

360NETWORKS

1060810

May 26, 2000

TMA583,519 Canada

June 11, 0000

000xxxxxxxx xxxxxxxx (XXX) inc. *

360NETWORKS

1049887

March 8, 2000

TMA576,857 Canada

March 4, 2003

*	Recordation of assignment of these trademarks from 360networks Corporation to Zayo Group, LLC has been filed and is pending.

Trade Names

Common Law Trademarks

Trademarks Not Currently in Use

Schedule 7

Trade Names, Organizational Identification Numbers, Chief Executive Offices


Entity, State of Incorporation	Trade Name (within last 5 years)	Organizational Identification Number	Chief Executive Office	Principal Place of Business	Location of Books/ Records
Zayo Capital, Inc. Xxxxxxxx	X/X	0000000	000 Xxxxxxxxxx Xxxxxxx, Xxxxx 000, Xxxxxxxxxx, XX 00000	000 Xxxxxxxxxx Xxxxxxx, Xxxxx 000, Xxxxxxxxxx, XX 00000	000 Xxxxxxxxxx Xxxxxxx, Xxxxx 000, Xxxxxxxxxx, XX 00000
Zayo Group, LLC, Delaware	Formerly CII Holdco, Inc. Its name was changed to Zayo Bandwidth, Inc. on August 13, 2007 and was converted from Zayo Bandwidth, Inc. and its name changed to Zayo Group, LLC on February 15, 2008.	4346984	000 Xxxxxxxxxx Xxxxxxx, Xxxxx 000, Xxxxxxxxxx, XX 00000	000 Xxxxxxxxxx Xxxxxxx, Xxxxx 000, Xxxxxxxxxx, XX 00000	000 Xxxxxxxxxx Xxxxxxx, Xxxxx 000, Xxxxxxxxxx, XX 00000
Zayo Colocation Inc. Delaware	Formerly Fibernet Telecom Group, Inc Devnet, LLC and FiberNet Operations, Inc. merged with and into Zayo Colocation, Inc. on February 28, 2010.	3230910	000 Xxxxxxxxxx Xxxxxxx, Xxxxx 000, Xxxxxxxxxx, XX 00000	000 Xxxxxxxxxx Xxxxxxx, Xxxxx 000, Xxxxxxxxxx, XX 00000	000 Xxxxxxxxxx Xxxxxxx, Xxxxx 000, Xxxxxxxxxx, XX 00000


Entity, State of Incorporation	Trade Name (within last 5 years)	Organizational Identification Number	Chief Executive Office	Principal Place of Business	Location of Books/ Records
FiberNet Telecom, Inc. Delaware	FiberNet Equal Access, LLC and Availus, LLC merged with and into FiberNet Telecom, Inc. on February 28, 2010	2425770	000 Xxxxxxxxxx Xxxxxxx, Xxxxx 000, Xxxxxxxxxx, XX 00000	000 Xxxxxxxxxx Xxxxxxx, Xxxxx 000, Xxxxxxxxxx, XX 00000	000 Xxxxxxxxxx Xxxxxxx, Xxxxx 000, Xxxxxxxxxx, XX 00000
Local Fiber, LLC, Xxx Xxxx	X/X	0000000	000 Xxxxxxxxxx Xxxxxxx, Xxxxx 000, Xxxxxxxxxx, XX 00000	000 Xxxxxxxxxx Xxxxxxx, Xxxxx 000, Xxxxxxxxxx, XX 00000	000 Xxxxxxxxxx Xxxxxxx, Xxxxx 000, Xxxxxxxxxx, XX 00000
American Fiber Systems Holding Corp., Delaware	None.	3311740	000 Xxxxxxxxxx Xxxxxxx, Xxxxx 000, Xxxxxxxxxx, XX 00000	000 Xxxxxxxxxx Xxxxxxx, Xxxxx 000, Xxxxxxxxxx, XX 00000	000 Xxxxxxxxxx Xxxxxxx, Xxxxx 000, Xxxxxxxxxx, XX 00000
American Fiber Systems, Inc., Delaware	None	3197781	000 Xxxxxxxxxx Xxxxxxx, Xxxxx 000, Xxxxxxxxxx, XX 00000	000 Xxxxxxxxxx Xxxxxxx, Xxxxx 000, Xxxxxxxxxx, XX 00000	000 Xxxxxxxxxx Xxxxxxx, Xxxxx 000, Xxxxxxxxxx, XX 00000
360networks holdings (USA) inc. Nevada	None	NV19981 302700	000 Xxxxxxxxxx Xxxxxxx, Xxxxx 000, Xxxxxxxxxx, XX 00000	000 Xxxxxxxxxx Xxxxxxx, Xxxxx 000, Xxxxxxxxxx, XX 00000	000 Xxxxxxxxxx Xxxxxxx, Xxxxx 000, Xxxxxxxxxx, XX 00000
360networks (USA), inc., Nevada	None	NV19981 252491	000 Xxxxxxxxxx Xxxxxxx, Xxxxx 000, Xxxxxxxxxx, XX 00000	000 Xxxxxxxxxx Xxxxxxx, Xxxxx 000, Xxxxxxxxxx, XX 00000	000 Xxxxxxxxxx Xxxxxxx, Xxxxx 000, Xxxxxxxxxx, XX 00000
360networks LLC, Delaware	None	3043235	000 Xxxxxxxxxx Xxxxxxx, Xxxxx 000, Xxxxxxxxxx, XX 00000	000 Xxxxxxxxxx Xxxxxxx, Xxxxx 000, Xxxxxxxxxx, XX 00000	000 Xxxxxxxxxx Xxxxxxx, Xxxxx 000, Xxxxxxxxxx, XX 00000
360networks Illinois LLC, Delaware	None	3043224	000 Xxxxxxxxxx Xxxxxxx, Xxxxx 000, Xxxxxxxxxx, XX 00000	000 Xxxxxxxxxx Xxxxxxx, Xxxxx 000, Xxxxxxxxxx, XX 00000	000 Xxxxxxxxxx Xxxxxxx, Xxxxx 000, Xxxxxxxxxx, XX 00000
360networks Iowa LLC, Delaware	None	3043234	000 Xxxxxxxxxx Xxxxxxx, Xxxxx 000, Xxxxxxxxxx, XX 00000	000 Xxxxxxxxxx Xxxxxxx, Xxxxx 000, Xxxxxxxxxx, XX 00000	000 Xxxxxxxxxx Xxxxxxx, Xxxxx 000, Xxxxxxxxxx, XX 00000


Entity, State of Incorporation	Trade Name (within last 5 years)	Organizational Identification Number	Chief Executive Office	Principal Place of Business	Location of Books/ Records
360networks Kentucky LLC, Delaware	None	3043226	000 Xxxxxxxxxx Xxxxxxx, Xxx 000 Xxxxxxxxxx, XX 00000	000 Xxxxxxxxxx Xxxxxxx, Xxx 000 Xxxxxxxxxx, XX 00000	000 Xxxxxxxxxx Xxxxxxx, Xxx 000 Xxxxxxxxxx, XX 00000
360networks Louisiana LLC, Delaware	None	3043233	000 Xxxxxxxxxx Xxxxxxx, Xxx 000 Xxxxxxxxxx, XX 00000	000 Xxxxxxxxxx Xxxxxxx, Xxx 000 Xxxxxxxxxx, XX 00000	000 Xxxxxxxxxx Xxxxxxx, Xxx 000 Xxxxxxxxxx, XX 00000
360networks Michigan LLC, Delaware	None	3374703	000 Xxxxxxxxxx Xxxxxxx, Xxx 000 Xxxxxxxxxx, XX 00000	000 Xxxxxxxxxx Xxxxxxx, Xxx 000 Xxxxxxxxxx, XX 00000	000 Xxxxxxxxxx Xxxxxxx, Xxx 000 Xxxxxxxxxx, XX 00000
360networks Mississippi LLC, Delaware	None	3043230	000 Xxxxxxxxxx Xxxxxxx, Xxx 000 Xxxxxxxxxx, XX 00000	000 Xxxxxxxxxx Xxxxxxx, Xxx 000 Xxxxxxxxxx, XX 00000	000 Xxxxxxxxxx Xxxxxxx, Xxx 000 Xxxxxxxxxx, XX 00000
360networks Tennessee LLC, Delaware	None	3043229	000 Xxxxxxxxxx Xxxxxxx, Xxx 000 Xxxxxxxxxx, XX 00000	000 Xxxxxxxxxx Xxxxxxx, Xxx 000 Xxxxxxxxxx, XX 00000	000 Xxxxxxxxxx Xxxxxxx, Xxx 000 Xxxxxxxxxx, XX 00000
Northern Colorado Telecommunications, LLC, Colorado	None	19991142149	000 Xxxxxxxxxx Xxxxxxx, Xxx 000 Xxxxxxxxxx, XX 00000	000 Xxxxxxxxxx Xxxxxxx, Xxx 000 Xxxxxxxxxx, XX 00000	000 Xxxxxxxxxx Xxxxxxx, Xxx 000 Xxxxxxxxxx, XX 00000


Entity, State of Incorporation	Trade Name (within last 5 years)	Organizational Identification Number	Chief Executive Office	Principal Place of Business	Location of Books/ Records
Control Room Technologies, LLC, Michigan	ARIALINK BROADBAND LLC BOJI ARIALINK JV 1 ARIALINK BROADBAND ARIALINK ON SITE CRT/ARIALINK ARIALINK WIRELESS ARIALZONE CONTROL ROOM TECHNOLOGIES, LLC AN RDS COMPANY IRCT	B67826	000 Xxxxxxxxxx Xxxxxxx, Xxx 000 Xxxxxxxxxx, XX 00000	000 Xxxxxxxxxx Xxxxxxx, Xxx 000 Xxxxxxxxxx, XX 00000	000 Xxxxxxxxxx Xxxxxxx, Xxx 000 Xxxxxxxxxx, XX 00000
Allegan Fiber Communications, LLC, Michigan	None	D2121F	000 Xxxxxxxxxx Xxxxxxx, Xxx 000 Xxxxxxxxxx, XX 00000	000 Xxxxxxxxxx Xxxxxxx, Xxx 000 Xxxxxxxxxx, XX 00000	000 Xxxxxxxxxx Xxxxxxx, Xxx 000 Xxxxxxxxxx, XX 00000
Lansing Fiber Communications, LLC, Michigan	None	E1257A	000 Xxxxxxxxxx Xxxxxxx, Xxx 000 Xxxxxxxxxx, XX 00000	000 Xxxxxxxxxx Xxxxxxx, Xxx 000 Xxxxxxxxxx, XX 00000	000 Xxxxxxxxxx Xxxxxxx, Xxx 000 Xxxxxxxxxx, XX 00000


Entity, State of Incorporation	Trade Name (within last 5 years)	Organizational Identification Number	Chief Executive Office	Principal Place of Business	Location of Books/ Records

Arialink Services, LLC, Michigan	None.	B6433W	000 Xxxxxxxxxx Xxxxxxx, Xxx 000 Xxxxxxxxxx, XX 00000	000 Xxxxxxxxxx Xxxxxxx, Xxx 000 Xxxxxxxxxx, XX 00000	000 Xxxxxxxxxx Xxxxxxx, Xxx 000 Xxxxxxxxxx, XX 00000

Arialink Telecom, LLC, Michigan	ARIALINK BROADBAND LLC	B4052U	000 Xxxxxxxxxx Xxxxxxx, Xxx 000 Xxxxxxxxxx, XX 00000	000 Xxxxxxxxxx Xxxxxxx, Xxx 000 Xxxxxxxxxx, XX 00000	000 Xxxxxxxxxx Xxxxxxx, Xxx 000 Xxxxxxxxxx, XX 00000

AboveNet, Inc. Delaware	None	2332346	000 Xxxxxxxxxx Xxxxxxx, Xxx 000 Xxxxxxxxxx, XX 00000	000 Xxxxxxxxxx Xxxxxxx, Xxx 000 Xxxxxxxxxx, XX 00000	000 Xxxxxxxxxx Xxxxxxx, Xxx 000 Xxxxxxxxxx, XX 00000

AboveNet Communications, Inc. Delaware	d/b/a AboveNet Media Networks	2842465	000 Xxxxxxxxxx Xxxxxxx, Xxx 000 Xxxxxxxxxx, XX 00000	000 Xxxxxxxxxx Xxxxxxx, Xxx 000 Xxxxxxxxxx, XX 00000	000 Xxxxxxxxxx Xxxxxxx, Xxx 000 Xxxxxxxxxx, XX 00000

AboveNet of Utah, L.L.C., Delaware	None	3218486	000 Xxxxxxxxxx Xxxxxxx, Xxx 000 Xxxxxxxxxx, XX 00000	000 Xxxxxxxxxx Xxxxxxx, Xxx 000 Xxxxxxxxxx, XX 00000	000 Xxxxxxxxxx Xxxxxxx, Xxx 000 Xxxxxxxxxx, XX 00000

AboveNet of VA, L.L.C., Virginia	None	S0254880	000 Xxxxxxxxxx Xxxxxxx, Xxx 000 Xxxxxxxxxx, XX 00000	000 Xxxxxxxxxx Xxxxxxx, Xxx 000 Xxxxxxxxxx, XX 00000	000 Xxxxxxxxxx Xxxxxxx, Xxx 000 Xxxxxxxxxx, XX 00000

AboveNet International, Inc. Delaware	None	2988988	000 Xxxxxxxxxx Xxxxxxx, Xxx 000 Xxxxxxxxxx, XX 00000	000 Xxxxxxxxxx Xxxxxxx, Xxx 000 Xxxxxxxxxx, XX 00000	000 Xxxxxxxxxx Xxxxxxx, Xxx 000 Xxxxxxxxxx, XX 00000

MFN Europe Finance, Inc. Delaware	None	3036802	000 Xxxxxxxxxx Xxxxxxx, Xxx 000 Xxxxxxxxxx, XX 00000	000 Xxxxxxxxxx Xxxxxxx, Xxx 000 Xxxxxxxxxx, XX 00000	000 Xxxxxxxxxx Xxxxxxx, Xxx 000 Xxxxxxxxxx, XX 00000


Entity, State of Incorporation	Trade Name (within last 5 years)	Organizational Identification Number	Chief Executive Office	Principal Place of Business	Location of Books/ Records

MFN International, LLC Delaware	None	3056952	000 Xxxxxxxxxx Xxxxxxx, Xxx 000 Xxxxxxxxxx, XX 00000	000 Xxxxxxxxxx Xxxxxxx, Xxx 000 Xxxxxxxxxx, XX 00000	000 Xxxxxxxxxx Xxxxxxx, Xxx 000 Xxxxxxxxxx, XX 00000

Schedule 8

Owned Real Property

None.

Schedule 9

List of Uniform Commercial Code Filing Jurisdictions


Grantor	Filing Jurisdiction – Personal Property	Filing Jurisdiction – Transmitting Utility Filing

Zayo Group, LLC	Delaware	Colorado, Delaware

Zayo Capital, Inc.	Delaware	Delaware

Zayo Colocation Inc.	Delaware	California, Delaware, Illinois, New Jersey, New York, Pennsylvania

FiberNet Telecom, Inc.	Delaware	Delaware, New York

Local Fiber, LLC	New York	California, New York

American Fiber Systems Holding Corp.	Delaware	Delaware

American Fiber Systems, Inc.	Delaware	Qualified business state

360networks (USA) inc.	Nevada	Alaska, Arizona, Arkansas, California, Colorado, Connecticut, Delaware, D.C., Florida, Georgia, Hawaii, Idaho, Illinois, Indiana, Iowa, Kentucky, Louisiana, Maine, Michigan, Minnesota, Mississippi, Missouri, Montana, Nebraska, Nevada, New Hampshire, New Jersey, New Mexico, New York, North Carolina, North Dakota, Oklahoma, Oregon, Pennsylvania, Rhode Island, South Carolina, South Dakota, Tennessee, Texas, Utah, Vermont, Washington, West Virginia, Wisconsin, Wyoming

360networks LLC	Delaware	Delaware, Illinois

360networks Illinois LLC	Delaware	Delaware, Illinois

360networks Iowa LLC	Delaware	Delaware, Iowa

360networks Kentucky LLC	Delaware	Delaware, Kentucky

360networks Louisiana LLC	Delaware	Delaware, Louisiana



360networks Michigan LLC	Delaware	Delaware

360networks Mississippi LLC	Delaware	Delaware, Mississippi

360networks Tennessee LLC	Delaware	Delaware, Tennessee

Northern Colorado Telecommunications LLC	Colorado	Colorado

Control Room Technologies, LLC	Michigan	Michigan

Allegan Fiber Communications, LLC	Michigan	Michigan

Lansing Fiber Communications, LLC	Michigan	Michigan

Arialink Services, LLC	Michigan	Michigan

Arialink Telecom, LLC	Michigan	Michigan

AboveNet, Inc.	Delaware	Delaware, New York

AboveNet Communications, Inc.	Delaware	Alabama, Arkansas, Arizona, Colorado, Connecticut, District of Columbia, Delaware, Florida, Georgia, Iowa, Idaho, Illinois, Indiana, Kansas, Kentucky, Louisiana, Massachusetts, Maryland, Maine, Michigan, Minnesota, Missouri, Mississippi, Montana, North Carolina, North Dakota, Nebraska, New Hampshire, New Jersey, New Mexico, Nevada, New York, Ohio, Oklahoma, Oregon, Pennsylvania, Rhode Island, South Carolina, South Dakota, Tennessee, Texas, Utah, Virginia, Vermont, Washington, Wisconsin, West Virginia, Wyoming

AboveNet of Utah, L.L.C.	Delaware	Delaware, Utah

AboveNet of VA, L.L.C	Virginia	Virginia

AboveNet International, Inc.	Delaware	Delaware



MFN Europe Finance, Inc.	Delaware	Delaware
MFN International, L.L.C.	Delaware	Delaware

EXHIBIT A

FORM OF SECURITY AGREEMENT SUPPLEMENT

Supplement No. [ ] (this “Supplement”) dated as of [ ], 20[__], to the Security Agreement, dated as of July 2, 2012 (as amended, restated, supplemented or otherwise modified from time to time, the “Security Agreement”), by each of the parties listed on the signature pages thereto and those additional entities that thereafter become parties thereto (collectively, jointly and severally, the “Grantors” and each individually a “Grantor”) and SUNTRUST BANK, in its capacity as the Collateral Agent for the Secured Parties (together with its successors, the “Collateral Agent”).

W I T N E S S E T H:

WHEREAS, pursuant to that certain Credit Agreement, dated as of July 2, 2012 (as amended, restated, supplemented, Refinanced, in whole or in part, replaced or otherwise modified from time to time, the “Credit Agreement”), by and among Zayo Group, LLC, a Delaware limited liability company (the “Administrative Borrower”), Zayo Capital, Inc., a Delaware corporation (“Zayo Capital”; and together with the Administrative Borrower, each, individually a “Borrower” and, collectively, the “Borrowers”), the Persons party thereto from time to time as Guarantors (the “Guarantors”), the financial institutions party thereto from time to time as lenders (the “Lenders”), Xxxxxx Xxxxxxx Senior Funding, Inc, as Administrative Agent for the term loan facility under the Credit Agreement, SunTrust Bank, as the Administrative Agent for the revolving loan facility under the Credit Agreement, SunTrust Bank, as the Issuing Bank, SunTrust Bank, as the Collateral Agent, and the other persons party thereto, the Lender Group is willing to make certain financial accommodations available to the Borrower from time to time pursuant to the terms and conditions thereof;

WHEREAS, pursuant to that certain Indenture, dated as of June 28, 2012 (the “Base Indenture”), by and between Zayo Escrow Corporation, as issuer (“Escrow Corp”), and The Bank of New York Mellon Trust Company, N.A., as indenture trustee for the holders of the Senior Secured Notes (as defined below) (the “Trustee”; together with the Lender Group, the Collateral Agent, and holders from time to time of the Senior Secured Notes, and any Additional Loan and Notes Secured Parties (as defined below) (the “Secured Parties”) Escrow Corp issued $750,000,000 aggregate principal amount of its 8.125% Senior Secured First-Priority Notes due 2020 (the “Senior Secured Notes”);

WHEREAS, pursuant to that certain First Supplemental Indenture, dated as of July 2, 2012 (the “First Supplemental Indenture”, together with the Base Indenture, the “Indenture”), by and among the Borrowers, the Guarantors, and the Trustee, pursuant to which the Borrowers assumed Escrow Corp’s obligations under the Indenture and the Senior Secured Notes and the Guarantors guaranteed such obligations under the Indenture and the Senior Secured Notes;

WHEREAS, the Secured Parties are willing to make the financial accommodations to the Borrower as provided for in the Credit Agreement and the Indenture, but only upon the condition, among others, that the Grantors shall have executed and delivered to the Collateral Agent, for the benefit of the Secured Parties, that certain Security Agreement, dated as of July 2, 2012, (including all annexes, exhibits or schedules thereto, as from time to time amended, restated, supplemented or otherwise modified, the “Security Agreement”);

WHEREAS, capitalized terms used herein and not otherwise defined herein shall have the meanings assigned to such terms in the Security Agreement or, if not defined therein, in the Credit Agreement;

WHEREAS, the Grantors have entered into the Security Agreement in order to induce the Secured Parties to make certain financial accommodations to the Borrower; and

WHEREAS, pursuant to the Credit Agreement and the Indenture, new direct or indirect Domestic Subsidiaries of the Borrower must execute and deliver certain Loan Documents and Senior Note Documents, including the Security Agreement, and the execution of the Security Agreement by the undersigned new Grantor or Grantors (collectively, the “New Grantors”) may be accomplished by the execution of this Supplement in favor of the Collateral Agent, for the benefit of the Secured Parties;

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

1. In accordance with Section 25 of the Security Agreement, each New Grantor, by its signature below, becomes a “Grantor” under the Security Agreement with the same force and effect as if originally named therein as a “Grantor” and each New Grantor hereby (a) agrees to all of the terms and provisions of the Security Agreement applicable to it as a “Grantor” thereunder and (b) represents and warrants that the representations and warranties made by it as a “Grantor” thereunder are true and correct on and as of the date hereof. In furtherance of the foregoing, each New Grantor, as security for the payment and performance in full of the Secured Obligations, does hereby grant, assign, and pledge to the Collateral Agent, for the benefit of the Secured Parties, a security interest in and security title to all assets of such New Grantor of the type described in Section 2 of the Security Agreement to secure the full and prompt payment of the Secured Obligations, including, any interest thereon, plus attorneys’ fees and expenses if the Secured Obligations represented by the Security Agreement are collected by law, through an attorney-at-law, or under advice therefrom. Schedule 1, “Commercial Tort Claims”, Schedule 2, “Copyrights”, Schedule 3, “Intellectual Property Licenses”, Schedule 4, “Patents”, Schedule 5, “Pledged Companies”, Schedule 6, “Trademarks”, Schedule 7, “Trade Names; Organizational Identification Numbers; Chief Executive Offices”, Schedule 8, “Owned Real Property”, Schedule 9, “List of Uniform Commercial Code Filing Jurisdictions” attached hereto supplement Schedule 1, Schedule 2, Schedule 3, Schedule 4, Schedule 5, Schedule 6, Schedule 7, Schedule 8 and Schedule 9, respectively, to the Security Agreement and shall be deemed a part thereof for all purposes of the Security Agreement. Each reference to a “Grantor” in the Security Agreement shall be deemed to include each New Grantor. The Security Agreement is incorporated herein by reference.

2. Each New Grantor represents and warrants to the Secured Parties that this Supplement has been duly executed and delivered by such New Grantor and constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms, except as enforceability thereof may be limited by bankruptcy, insolvency, reorganization, fraudulent transfer, moratorium or other similar laws affecting creditors’ rights generally and general principles of equity (regardless of whether such enforceability is considered in a proceeding at law or in equity).

3. This Supplement may be executed in multiple counterparts, each of which shall be deemed to be an original, but all such separate counterparts shall together constitute but one and the same instrument. Delivery of a counterpart hereof by facsimile transmission or by other electronic transmission shall be as effective as delivery of a manually executed counterpart hereof.

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

5. This Supplement shall be construed in accordance with and governed by the laws of the State of New York.

[remainder of page left blank intentionally]

IN WITNESS WHEREOF, each New Grantor and the Collateral Agent have duly executed this Supplement to the Security Agreement as of the day and year first above written.


NEW GRANTORS:		[Name of New Grantor]

		By:
			Name:
			Title:

		[Name of New Grantor]

		By:
			Name:
			Title:

	COLLATERAL AGENT:	SUNTRUST BANK

		By:
		Name:
		Title:

EXHIBIT B

FORM OF COPYRIGHT SECURITY AGREEMENT

This COPYRIGHT SECURITY AGREEMENT (this “Copyright Security Agreement”) is made as of this [ ] day of [ ], 20[__], among the Grantors listed on the signature pages hereof (collectively, jointly and severally, the “Grantors” and each individually a “Grantor”), and SUNTRUST BANK, in its capacity as the collateral agent for the Secured Parties (together with its successors, “Collateral Agent”).

W I T N E S S E T H:

WHEREAS, pursuant to that certain Indenture, dated as of June 28, 2012 (the “Base Indenture”), by and between Zayo Escrow Corporation, as issuer (“Escrow Corp”), and The Bank of New York Mellon Trust Company, N.A., as indenture trustee for the holders of the Senior Secured Notes (as defined below) (the “Trustee”; together with the Lender Group, the Collateral Agent, and holders from time to time of the Senior Secured Notes, and any Additional Loan and Notes Secured Parties (as defined below) (the “Secured Parties”) Escrow Corp issued $750,000,000 aggregate principal amount of its 8.125% Senior Secured First-Priority Notes due 2020 (the “Senior Secured Notes”);

WHEREAS, pursuant to the Security Agreement, the Grantors are required to execute and deliver to the Collateral Agent, for the benefit of the Secured Parties, this Copyright Security Agreement;

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

1. DEFINED TERMS. All capitalized terms used but not otherwise defined herein have the meanings given to them in the Security Agreement or, if not defined therein, in the Credit Agreement.

2. GRANT OF SECURITY INTEREST IN COPYRIGHT COLLATERAL. Each Grantor hereby grants to the Collateral Agent, for the benefit of the Secured Parties, a continuing first priority security interest in all of such Grantor’s right, title and interest in, to and under the following, whether presently existing or hereafter created or acquired (collectively, the “Copyright Collateral”):

(a) all of such Grantor’s Copyrights and Copyright Intellectual Property Licenses to which it is a party including those referred to on Schedule I hereto;

(b) all reissues, continuations or extensions of the foregoing; and

(c) all proceeds of the foregoing, including any claim by such Grantor against third parties for past, present or future infringement or dilution of any Copyright or any Copyright licensed under any Intellectual Property License.

3. SECURITY FOR OBLIGATIONS. This Copyright Security Agreement and the Security Interest created hereby secures the payment and performance of all the Secured Obligations, whether now existing or arising hereafter. Without limiting the generality of the foregoing, this Copyright Security Agreement secures the payment of all amounts which constitute part of the Obligations and the Senior Secured Notes and would be owed by the Grantors, or any of them, to the Collateral Agent, the Secured Parties, or any of them, whether or not they are unenforceable or not allowable due to the existence of an Insolvency Proceeding involving any Grantor.

4. SECURITY AGREEMENT. The security interests granted pursuant to this Copyright Security Agreement are granted in conjunction with the security interests granted to the Collateral Agent, for the benefit of the Secured Parties, pursuant to the Security Agreement. Each Grantor hereby acknowledges and affirms that the rights and remedies of the Collateral Agent with respect to the security interest in the Copyright Collateral made and granted hereby are more fully set forth in the Security Agreement, the terms and provisions of which are incorporated by reference herein as if fully set forth herein.

5. AUTHORIZATION TO SUPPLEMENT. The Grantors shall give the Collateral Agent prompt notice in writing of any additional United States copyright registrations or applications therefor after the date hereof. Without limiting the Grantors’ obligations under this Section 5, the Grantors hereby authorize the Collateral Agent unilaterally to modify this Agreement by amending Schedule I to include any future United States registered copyrights or applications therefor of the Grantors. Notwithstanding the foregoing, no failure to so modify this Copyright Security Agreement or amend Schedule I shall in any way affect, invalidate or detract from the Collateral Agent’s continuing security interest in all Collateral, whether or not listed on Schedule I.

6. COUNTERPARTS. This Copyright Security Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original, but all such separate counterparts shall together constitute but one and the same instrument. In proving this Copyright Security Agreement, any other Loan Document or any other Senior Note Document in any judicial proceedings, it shall not be necessary to produce or account for more than one such counterpart signed by the party against whom such enforcement is sought. Any signatures delivered by a party by facsimile transmission or other electronic transmission shall be deemed an original signature hereto.

7. CONSTRUCTION. Unless the context of this Copyright Security Agreement, any other Loan Document or any other Senior Note Document clearly requires otherwise, references to the plural include the singular, references to the singular include the plural, the terms “includes” and “including” are not limiting, and the term “or” has, except where otherwise indicated, the inclusive meaning represented by the phrase “and/or.” The words “hereof,” “herein,” “hereby,” “hereunder,” and similar terms in this Copyright Security Agreement refer to this Copyright Security Agreement as a whole and not to any particular provision of this Copyright Security Agreement. Section, subsection, clause, schedule, and exhibit references herein are to this Copyright Security Agreement unless otherwise specified. Any reference in this Copyright Security Agreement, in any other Loan Document or in any other Senior Note Document to any agreement, instrument, or document shall include all alterations, amendments, changes, extensions, modifications, renewals, replacements, substitutions, joinders, and supplements, thereto and thereof, as applicable (subject to any restrictions on such alterations, amendments, changes, extensions, modifications, renewals, replacements, substitutions, joinders, and supplements set forth herein). Any reference herein to the satisfaction or repayment in full of the Obligations and the Senior Secured Notes shall mean the repayment in full in cash (or cash collateralization in accordance with the terms hereof) of all Obligations and Senior Secured Notes other than unasserted contingent indemnification Obligations and Senior Secured Notes. Any reference herein to any Person shall be construed to include such Person’s successors and assigns. Any requirement of a writing contained herein, in any other Loan Document or in any other Senior Note Document shall be satisfied by the transmission of a Record and any Record so transmitted shall constitute a representation and warranty as to the accuracy and completeness of the information contained therein.

[remainder of page left blank intentionally]

IN WITNESS WHEREOF, each Grantor has caused this Copyright Security Agreement to be executed and delivered by its duly authorized officer as of the date first set forth above.


GRANTORS:		[__________________]

		By:
			Name:
			Title:

	ACCEPTED AND ACKNOWLEDGED BY:	SUNTRUST BANK, as Collateral Agent

		By:
			Name:
			Title:

SCHEDULE I

COPYRIGHT SECURITY AGREEMENT

COPYRIGHT REGISTRATIONS


Grantor		Country		Copyright		Registration No.		Registration Date

Copyright Licenses

EXHIBIT C

FORM OF PATENT SECURITY AGREEMENT

This PATENT SECURITY AGREEMENT (this “Patent Security Agreement”) is made as of this [ ] day of [ ], 2012 among the Grantors listed on the signature pages hereof (collectively, jointly and severally, the “Grantors” and each individually a “Grantor”), and SUNTRUST BANK, in its capacity as the collateral agent for the Secured Parties (together with its successors, the “Collateral Agent”).

W I T N E S S E T H:

WHEREAS, pursuant to that certain Indenture, dated as of June 28, 2012 (the “Base Indenture”), by and between Zayo Escrow Corporation, as issuer (“Escrow Corp”), and The Bank of New York Mellon Trust Company, N.A., as indenture trustee for the holders of the Senior Secured Notes (as defined below) (the “Trustee”; together with the Lender Group, the Collateral Agent, and holders from time to time of the Senior Secured Notes, and any Additional Loan and Notes Secured Parties (as defined below) (the “Secured Parties”) Escrow Corp issued $750,000,000 aggregate principal amount of its 8.125% Senior Secured First-Priority Notes due 2020 (the “Senior Secured Notes”);

WHEREAS, the Secured Parties are willing to make the financial accommodations to the Borrower as provided for in the Credit Agreement and the Indenture, but only upon the condition, among others, that the Grantors shall have executed and delivered to the Collateral Agent, for the benefit of the Secured Parties, that certain Security Agreement, dated as of July 2, 2012 (including all annexes, exhibits or schedules thereto, as from time to time amended, restated, supplemented or otherwise modified, the “Security Agreement”); and

WHEREAS, pursuant to the Security Agreement, the Grantors are required to execute and deliver to the Collateral Agent, for the benefit of the Secured parties, this Patent Security Agreement;

1. DEFINED TERMS. All capitalized terms used but not otherwise defined herein have the meanings given to them in the Security Agreement or, if not defined therein, in the Credit Agreement.

2. GRANT OF SECURITY INTEREST IN PATENT COLLATERAL. Each Grantor hereby grants to the Collateral Agent, for the benefit of the Secured Parties, a continuing first priority security interest in all of such Grantor’s right, title and interest in, to and under the following, whether presently existing or hereafter created or acquired (collectively, the “Patent Collateral”):

(a) all of its Patents and Patent Intellectual Property Licenses to which it is a party including those referred to on Schedule I hereto;

(b) all reissues, continuations or extensions of the foregoing; and

(c) all proceeds of the foregoing, including any claim by such Grantor against third parties for past, present or future infringement or dilution of any Patent or any Patent licensed under any Intellectual Property License.

3. SECURITY FOR OBLIGATIONS. This Patent Security Agreement and the Security Interest created hereby secures the payment and performance of all the Secured Obligations, whether now existing or arising hereafter. Without limiting the generality of the foregoing, this Patent Security Agreement secures the payment of all amounts which constitute part of the Obligations and the Senior Secured Notes and would be owed by the Grantors, or any of them, to the Collateral Agent, the Secured Parties, or any of them, whether or not they are unenforceable or not allowable due to the existence of an Insolvency Proceeding involving any Grantor.

4. SECURITY AGREEMENT. The security interests granted pursuant to this Patent Security Agreement are granted in conjunction with the security interests granted to the Collateral Agent, for the benefit of the Secured Parties, pursuant to the Security Agreement. Each Grantor hereby acknowledges and affirms that the rights and remedies of the Collateral Agent with respect to the security interest in the Patent Collateral made and granted hereby are more fully set forth in the Security Agreement, the terms and provisions of which are incorporated by reference herein as if fully set forth herein.

5. AUTHORIZATION TO SUPPLEMENT. If any Grantor shall obtain rights to any new patentable inventions or become entitled to the benefit of any patent application or patent for any reissue, division, or continuation, of any patent, the provisions of this Patent Security Agreement shall automatically apply thereto. The Grantors shall give prompt notice in writing to the Collateral Agent with respect to any such new patent rights. Without limiting the Grantors’ obligations under this Section 5, the Grantors hereby authorize the Collateral Agent unilaterally to modify this Agreement by amending Schedule I to include any such new patent rights of the Grantors. Notwithstanding the foregoing, no failure to so modify this Patent Security Agreement or amend Schedule I shall in any way affect, invalidate or detract from the Collateral Agent’s continuing security interest in all Collateral, whether or not listed on Schedule I.

6. COUNTERPARTS. This Patent Security Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original, but all such separate counterparts shall together constitute but one and the same instrument. In proving this Patent Security Agreement, any other Loan Document or any other Senior Note Document in any judicial proceedings, it shall not be necessary to produce or account for more than one such counterpart signed by the party against whom such enforcement is sought. Any signatures delivered by a party by facsimile transmission or other electronic transmission shall be deemed an original signature hereto.

7. CONSTRUCTION. Unless the context of this Patent Security Agreement, any other Loan Document or any other Senior Note Document clearly requires otherwise, references to the plural include the singular, references to the singular include the plural, the terms “includes” and “including” are not limiting, and the term “or” has, except where otherwise indicated, the inclusive meaning represented by the phrase “and/or.” The words “hereof,” “herein,” “hereby,” “hereunder,” and similar terms in this Patent Security Agreement refer to this Patent Security Agreement as a whole and not to any particular provision of this Patent Security Agreement. Section, subsection, clause, schedule, and exhibit references herein are to this Patent Security Agreement unless otherwise specified. Any reference in this Patent Security Agreement, in any other Loan Document or any other Senior Note Document to any agreement, instrument, or document shall include all alterations, amendments, changes, extensions, modifications, renewals, replacements, substitutions, joinders, and supplements, thereto and thereof, as applicable (subject to any restrictions on such alterations, amendments, changes, extensions, modifications, renewals, replacements, substitutions, joinders, and supplements set forth herein). Any reference herein to the satisfaction or repayment in full of the Obligations and the Senior Secured Notes shall mean the repayment in full in cash (or cash collateralization in accordance with the terms hereof) of all Obligations and Senior Secured Notes other than unasserted contingent indemnification Obligations and Senior Secured Notes. Any reference herein to any Person shall be construed to include such Person’s successors and assigns. Any requirement of a writing contained herein, in any other Loan Document or in any other Senior Note Document shall be satisfied by the transmission of a Record and any Record so transmitted shall constitute a representation and warranty as to the accuracy and completeness of the information contained therein.

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IN WITNESS WHEREOF, each Grantor has caused this Patent Security Agreement to be executed and delivered by its duly authorized officer as of the date first set forth above.


GRANTORS:	[ ]

	By:
		Name:
		Title:

ACCEPTED AND ACKNOWLEDGED	SUNTRUST BANK, as Collateral Agent
BY:
	By:
		Name:
		Title:

SCHEDULE I

PATENT SECURITY AGREEMENT

PATENT REGISTRATIONS


Grantor	Country	Patent	Registration No.	Registration Date

Patent Licenses

EXHIBIT D

FORM OF PLEDGED INTERESTS ADDENDUM

This Pledged Interests Addendum, dated as of [ ] [ ], 20[ ], is delivered pursuant to Section 6 of the Security Agreement referred to below. The undersigned hereby agrees that this Pledged Interests Addendum may be attached to that certain Security Agreement, dated as of July 2, 2012 (as amended, restated, supplemented or otherwise modified from time to time, the “Security Agreement”), made by the undersigned, together with the other Grantors named therein, to SUNTRUST BANK, as the Collateral Agent. Initially capitalized terms used but not defined herein shall have the meaning ascribed to such terms in the Security Agreement or, if not defined therein, the Credit Agreement (as defined in the Security Agreement). The undersigned hereby agrees that the additional interests listed on this Pledged Interests Addendum as set forth below shall be and become part of the Pledged Interests pledged by the undersigned to the Collateral Agent in the Security Agreement and any pledged company set forth on this Pledged Interests Addendum as set forth below shall be and become a “Pledged Company” under the Security Agreement, each with the same force and effect as if originally named therein.

The undersigned hereby certifies that the representations and warranties set forth in Section 5 of the Security Agreement of the undersigned are true and correct as to the Pledged Interests listed herein on and as of the date hereof.


[ ]

By:
		Name:
		Title:

Name of Pledgor

Name of Pledged
Company

Number of

Shares/Units

Class of
Interests

Percentage
of Class
Owned

Certificate
Nos.

EXHIBIT E

FORM OF TRADEMARK SECURITY AGREEMENT

This TRADEMARK SECURITY AGREEMENT (this “Trademark Security Agreement”) is made as of this second day of July, 2012, among the Grantors listed on the signature pages hereof (collectively, jointly and severally, the “Grantors” and each individually a “Grantor”), and SUNTRUST BANK, in its capacity as collateral agent for the Secured Parties (together with its successors, the “Collateral Agent”).

W I T N E S S E T H:

WHEREAS, pursuant to that certain Indenture, dated as of June 28, 2012 (the “Base Indenture”), by and between Zayo Escrow Corporation, as issuer (“Escrow Corp”), and The Bank of New York Mellon Trust Company, N.A., as indenture trustee for the holders of the Senior Secured Notes (as defined below) (the “Trustee”; together with the Lender Group, the Collateral Agent, and holders from time to time of the Senior Secured Notes, and any Additional Loan and Notes Secured Parties (as defined below) (the “Secured Parties”) Escrow Corp issued $750,000,000 aggregate principal amount of its 8.125% Senior Secured First-Priority Notes due 2020 (the “Senior Secured Notes”);

WHEREAS, pursuant to the Security Agreement, the Grantors are required to execute and deliver to the Collateral Agent, for the benefit of the Secured parties, this Trademark Security Agreement;

1. DEFINED TERMS. All capitalized terms used but not otherwise defined herein have the meanings given to them in the Security Agreement or, if not defined therein, in the Credit Agreement.

2. GRANT OF SECURITY INTEREST IN TRADEMARK COLLATERAL. Each Grantor hereby grants to the Collateral Agent, for the benefit of the Secured Parties, a continuing first priority security interest in all of such Grantor’s right, title and interest in, to and under the following, whether presently existing or hereafter created or acquired (collectively, the “Trademark Collateral”):

(a) all of its Trademarks (other than any intent-to-use United States Trademark application for which an amendment to allege use or statement of use has not been filed and accepted by the United States Patent and Trademark Office) and Trademark Intellectual Property Licenses to which it is a party including those referred to on Schedule I hereto;

(b) all goodwill, trade secrets, proprietary or confidential information, technical information, procedures, formulae, quality control standards, designs, operating and training manuals, customer lists, and other General Intangibles with respect to the foregoing;

(d) all goodwill of the business connected with the use of, and symbolized by, each Trademark and each Trademark Intellectual Property License; and

(e) all proceeds of the foregoing, including any claim by such Grantor against third parties for past, present or future (i) infringement or dilution of any Trademark or any Trademark licensed under any Intellectual Property License or (ii) injury to the goodwill associated with any Trademark or any Trademark licensed under any Intellectual Property License.

3. SECURITY FOR OBLIGATIONS. This Trademark Security Agreement and the Security Interest created hereby secures the payment and performance of all the Secured Obligations, whether now existing or arising hereafter. Without limiting the generality of the foregoing, this Trademark Security Agreement secures the payment of all amounts which constitute part of the Obligations and the Senior Secured Notes and would be owed by the Grantors, or any of them, to the Collateral Agent, the Secured Parties, or any of them, whether or not they are unenforceable or not allowable due to the existence of an Insolvency Proceeding involving any Grantor.

4. SECURITY AGREEMENT. The security interests granted pursuant to this Trademark Security Agreement are granted in conjunction with the security interests granted to the Collateral Agent, for the benefit of the Secured Parties, pursuant to the Security Agreement. Each Grantor hereby acknowledges and affirms that the rights and remedies of the Collateral Agent with respect to the security interest in the Trademark Collateral made and granted hereby are more fully set forth in the Security Agreement, the terms and provisions of which are incorporated by reference herein as if fully set forth herein.

5. AUTHORIZATION TO SUPPLEMENT. If any Grantor shall obtain rights to any new trademarks, the provisions of this Trademark Security Agreement shall automatically apply thereto. The Grantors shall give prompt notice in writing to the Collateral Agent with respect to any such new trademarks or renewal or extension of any trademark registration. Without limiting the Grantors’ obligations under this Section 5, the Grantors hereby authorize the Collateral Agent unilaterally to modify this Agreement by amending Schedule I to include any such new trademark rights of the Grantors. Notwithstanding the foregoing, no failure to so modify this Trademark Security Agreement or amend Schedule I shall in any way affect, invalidate or detract from the Collateral Agent’s continuing security interest in all Collateral, whether or not listed on Schedule I.

6. COUNTERPARTS. This Trademark Security Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original, but all such separate counterparts shall together constitute but one and the same instrument. In proving this Trademark Security Agreement, any other Loan Document or any other Senior Note Document in any judicial proceedings, it shall not be necessary to produce or account for more than one such counterpart signed by the party against whom such enforcement is sought. Any signatures delivered by a party by facsimile transmission or other electronic transmission shall be deemed an original signature hereto.

7. CONSTRUCTION. Unless the context of this Trademark Security Agreement, any other Loan Document or any other Senior Note Document clearly requires otherwise, references to the plural include the singular, references to the singular include the plural, the terms “includes” and “including” are not limiting, and the term “or” has, except where otherwise indicated, the inclusive meaning represented by the phrase “and/or.” The words “hereof,” “herein,” “hereby,” “hereunder,” and similar terms in this Trademark Security Agreement refer to this Trademark Security Agreement as a whole and not to any particular provision of this Trademark Security Agreement. Section, subsection, clause, schedule, and exhibit references herein are to this Agreement unless otherwise specified. Any reference in this Trademark Security Agreement, in any other Loan Document, or in any other Senior Note Document to any agreement, instrument, or document shall include all alterations, amendments, changes, extensions, modifications, renewals, replacements, substitutions, joinders, and supplements, thereto and thereof, as applicable (subject to any restrictions on such alterations, amendments, changes, extensions, modifications, renewals, replacements, substitutions, joinders, and supplements set forth herein). Any reference herein to the satisfaction or repayment in full of the Obligations and the Senior Secured Notes shall mean the repayment in full in cash (or cash collateralization in accordance with the terms hereof) of all Obligations and Senior Secured Notes other than unasserted contingent indemnification Obligations and Senior Secured Notes. Any reference herein to any Person shall be construed to include such Person’s successors and assigns. Any requirement of a writing contained herein, in any other Loan Document or in any other Senior Note Document shall be satisfied by the transmission of a Record and any Record so transmitted shall constitute a representation and warranty as to the accuracy and completeness of the information contained therein.

[remainder of page left blank intentionally]

IN WITNESS WHEREOF, each Grantor has caused this Trademark Security Agreement to be executed and delivered by its duly authorized officer as of the date first set forth above.


GRANTORS:	[ ]

	By:
		Name:
		Title:

ACCEPTED AND ACKNOWLEDGED	SUNTRUST BANK, as Collateral Agent
BY:
	By:
		Name:
		Title:

SCHEDULE I

TRADEMARK SECURITY AGREEMENT

Trademark Registrations/Applications


Grantor	Country	Xxxx	Application/ Registration No.	App/Reg Date

Trade Names

Common Law Trademarks

Trademarks Not Currently In Use

Trademark Licenses

COLLATERAL AGENT:

SUNTRUST BANK, as Collateral Agent

/s/ Xxxxxxxx Xxxx

Name: Xxxxxxxx Xxxx

Title: Director