Earthlink 2013 Annual Report Download - page 207

Lenders and the Administrative Agent all Obligations outstanding at, or incurred on or after, the date hereof, as provided in
the Credit Documents.
3. Release
. The Administrative Agent, on behalf of the Lenders, confirms that, from and after the execution and delivery
of this Assignment by each of the Assignor and the Assignee, the Assignor is released and forever discharged from any duties,
obligations and liabilities as a “Borrower”
under the Credit Agreement; provided that the foregoing release shall not extend to the
obligations of the Assignee arising under that certain Guarantor Joinder Agreement of even dated herewith executed by the
Assignee, the Administrative Agent and the Collateral Agent. The release contained herein is intended to be final and binding upon
the parties hereto, the Lenders and their respective heirs, successors and assigns. Each party hereto agrees to cooperate in good faith
and to execute such further documents as may be necessary to effect the provisions of this Assignment.
4. Joinder to Guaranty, Pledge Agreement, Security Agreement
. The Assignee hereby agrees as follows with the
Administrative Agent, for the benefit of the holders of the Obligations:
(a) The Assignee will be deemed to be a party to the Credit Agreement and a “Guarantor”
for purposes of the
Credit Agreement (and thereby guaranty (i) obligations under any Secured Hedge Agreements, (ii) obligations under any
Secured Treasury Management Agreements and (iii) Swap Obligations of a Specified Credit Party (determined before
giving effect to Section 8.1 and 8.8 of the Credit Agreement) as provided in the Credit Agreement), and shall have the
obligations of a Guarantor thereunder as if it had executed the Credit Agreement. The Asignee hereby ratifies, as of the date
hereof, and agrees to be bound by, all of the terms, provisions and conditions applicable to it as a Guarantor contained in
the Credit Agreement. Without limiting the generality of the foregoing terms of this clause (a)
, the Asignee hereby, jointly
and severally together with the other Guarantors, guarantees to each holder of the Obligations as provided in Section 8 of
the Credit Agreement, the prompt payment and performance of the Obligations (to the extent guaranteed by the Assignee
pursuant to the terms of the Credit Agreement) in full when due (whether at stated maturity, as a mandatory prepayment, by
acceleration or otherwise) strictly in accordance with the terms thereof.
(b) The Asignee will be deemed to be a party to the Pledge Agreement and a “Pledgor”
for all purposes of the
Pledge Agreement, and shall have all the obligations of a Pledgor thereunder as if it had executed the Pledge Agreement.
The Asignee hereby ratifies, as of the date hereof, and agrees to be bound by, all of the terms, provisions and conditions
contained in the Pledge Agreement. Without limiting the generality of the foregoing terms of this clause (b)
, the Assignee
hereby grants, pledges and assigns to the Collateral Agent, for the benefit of the holders of the Obligations, a continuing
security interest in any and all right, title and interest of the Assignee in and to the Equity Interests identified on
Schedule 3
hereto and all other Pledged Collateral (as defined in the Pledge Agreement) of the Assignee to secure the prompt payment
and performance in full when due, whether by lapse of time, acceleration, mandatory prepayment or otherwise, of the
Secured Obligations (as defined in the Pledge Agreement).
(c) The Assignee will be deemed to be a party to the Security Agreement and a “Grantor”
for all purposes of the
Security Agreement, and shall have all the obligations of a Grantor thereunder as if it had executed the Security Agreement.
The Asignee hereby ratifies, as of the date hereof, and agrees to be bound by, all of the terms, provisions and conditions
contained in the Security Agreement. Without limiting the generality of the foregoing terms of this clause (c)
, the Assignee
hereby grants, pledges and assigns to the Collateral Agent, for the benefit of the holders of the Obligations, a continuing
security interest in any and all right, title and interest of the Assignee in and to the Collateral (as defined in the Security
Agreement) of the Assignee to secure the prompt payment and performance in full when due, whether by lapse of time,
acceleration, mandatory prepayment or otherwise, of the Secured Obligations (as defined in the Security Agreement).
4. Certain Representations
. The Assignee hereby represents and warrants to the Administrative Agent and the Lenders
that:
(a) The Assignee’s exact legal name and state of formation are as set forth on the signature pages hereto.
(b) The Assignee’s taxpayer identification number and organization number are set forth on Schedule 1 hereto.
(c) Other than as set forth on Schedule 2
hereto, the Assignee has not changed its legal name, changed its state of
formation, been party to a merger, consolidation or other change in structure in the five years preceding the date hereof.
(d) Schedule 3
hereto lists each direct Subsidiary of the Assignee, together with (i) jurisdiction of formation, (ii)
number of shares of each class of Equity Interests outstanding, (iii) the certificate number(s) of the certificates evidencing
such Equity Interests and number and percentage of outstanding shares of each class owned by the Assignee (directly or
indirectly) of such Equity Interests and (iv) number and effect, if exercised, of all outstanding options, warrants, rights of