Common use of Collateral Security Clause in Contracts

Collateral Security. To secure payment and performance ------------------- of all of the Obligations, each of the Borrowers hereby reaffirms its grant to the Collateral Agent of, and hereby regrants to the Collateral Agent for the benefit of the Collateral Agent, the Administrative Agent and the Lenders, to the extent permitted by law, a right of setoff against and a continuing security interest in and to all of such Borrower's tangible and intangible personal property, fixtures and real property leasehold and easement interests, whether now owned or existing, or hereafter acquired or arising, wheresoever located, including, without limitation, all of the following property, or interests in property: (a) all machinery, equipment, Telecommunications Equipment and fixtures, including without limitation, fiber optic and other cables, transmission and switching equipment, transmission facilities, connection equipment, conduit, carrier pipes, junctions, regenerators, power sources, alarm systems, electronics, structures and shelters and cable laying equipment; (b) all Accounts, accounts receivable, other receivables, contract rights, leases, chattel paper, investment property, and general intangibles of such Borrower (including, without limitation, goodwill, going concern value, patents, trademarks, trade names, service marks, blueprints, designs, product lines and research and development), including, without limitation, all of such Borrower's rights under all present and future Governmental Approvals, permits, licenses and franchises heretofore or hereafter granted to such Borrower for the operation and ownership of its Systems (excluding licenses and permits issued by the FCC, any PUC or any other Governmental Authority to the extent, and only to the extent, it is unlawful to grant a security interest in such licenses and permits, but including, to the maximum extent permitted by law, all rights incident or appurtenant to such licenses and permits, including, without limitation, the right to receive all proceeds derived from or in connection with the sale, assignment or transfer of such licenses and permits), whether now owned or hereafter acquired by such Borrower, or in which such Borrower may now have or hereafter acquire an interest; (c) all instruments, letters of credit, documents of title, policies and certificates of insurance, securities, bank deposits, deposit accounts (including such Borrower's Collection Accounts), checking accounts and cash now or hereafter owned by such Borrower, or in which such Borrower may now have or hereafter acquire an interest; (d) all inventory, including all merchandise, raw materials, work in process, finished goods and supplies, now or hereafter owned by such Borrower or in which such Borrower may now have or hereafter acquire an interest; (e) all of such Borrower's leasehold interest in any real property, all of such Borrower's licenses, easements and rights of way with respect to real property; (f) all accessions, additions or improvements to, substitutions for and all proceeds and products of, all of the foregoing, including proceeds of insurance; and (g) all books, records, documents, computer tapes and discs relating to all of the foregoing.

Collateral Security. (a) To secure payment and performance ------------------- of all of the Obligations, each of the Borrowers hereby reaffirms its grant to the Collateral Agent of, and hereby regrants grants to the Collateral Agent for the benefit of the Collateral Agent, the Administrative Agent and the Lenders, to the extent permitted by law, a right of setoff against and a continuing security interest in and to all of such Borrower's tangible and intangible personal property, fixtures and real property leasehold and easement interests, whether now owned or existing, or hereafter acquired or arising, wheresoever located, including, without limitation, all of the following property, or interests in property: (a) all machinery, equipment, Telecommunications Equipment and fixtures, including without limitation, fiber optic and other cables, transmission and switching equipment, transmission facilities, connection equipment, conduit, carrier pipes, junctions, regenerators, power sources, alarm systems, electronics, structures and shelters and cable laying equipment; (b) all Accounts, accounts receivable, other receivables, contract rights, leases, chattel paper, investment property, and general intangibles of such Borrower (including, without limitation, goodwill, going concern value, patents, trademarks, trade names, service marks, blueprints, designs, product lines and research and development), including, without limitation, all of such the Borrower's rights under all present and future Governmental Approvals, permits, licenses and franchises heretofore or hereafter granted to such Borrower for the operation and ownership of its Systems (excluding licenses and permits issued by the FCC, any PUC or any other Governmental Authority to the extent, and only to the extent, it is unlawful to grant a security interest in such licenses and permits, but including, to the maximum extent permitted by law, all rights incident or appurtenant to such licenses and permits, including, without limitation, the right to receive all proceeds derived from or in connection with the sale, assignment or transfer of such licenses and permits), whether now owned or hereafter acquired by such Borrower, or in which such the Borrower may now have or hereafter acquire an interest; (c) all instruments, letters of credit, documents of title, policies and certificates of insurance, securities, bank deposits, deposit accounts (including such Borrower's Collection Accounts), checking accounts and cash now or hereafter owned by such Borrower, or in which such Borrower may now have or hereafter acquire an interest; (d) all inventory, including all merchandise, raw materials, work in process, finished goods and supplies, now or hereafter owned by such the Borrower or in which such the Borrower may now have or hereafter acquire an interest; (e) all of such Borrower's leasehold interest in any real property, all of such Borrower's licenses, easements and rights of way with respect to real property; (f) all accessions, additions or improvements to, substitutions for and all proceeds and products of, all of the foregoing, including proceeds of insurance; and (g) all books, records, documents, computer tapes and discs relating to all of the foregoing.

Collateral Security. To secure payment and performance ------------------- of all of the Obligations, each of the Borrowers hereby reaffirms its grant to the Collateral Agent of, and hereby regrants to the Collateral Agent for the benefit of the Collateral Agent, the Administrative Agent and the Lenders, to the extent permitted by law, a right of setoff against and a continuing security interest in and to all of such Borrower's ’s tangible and intangible personal property, fixtures and real property leasehold and easement interests, whether now owned or existing, or hereafter acquired or arising, wheresoever located, including, without limitation, all of the following property, or interests in property: (a) all machinery, equipment, Telecommunications Equipment and fixtures, including without limitation, fiber optic and other cables, transmission and switching equipment, transmission facilities, connection equipment, conduit, carrier pipes, junctions, regenerators, power sources, alarm systems, electronics, structures and shelters and cable laying equipment; (b) all Accounts, accounts receivable, other receivables, contract rights, leases, chattel paper, investment property, payment intangibles and general intangibles of such Borrower (including, without limitation, goodwill, going concern value, patents, trademarks, trade names, service marks, blueprints, designs, product lines and research and development), including, without limitation, all of such Borrower's ’s rights under all present and future Governmental Approvals, permits, licenses and franchises heretofore or hereafter granted to such Borrower for the operation and ownership of its Systems (excluding licenses and permits issued by the FCC, any PUC or any other Governmental Authority to the extent, and only to the extent, it is unlawful to grant a security interest in such licenses and permits, but including, to the maximum extent permitted by law, all rights incident or appurtenant to such licenses and permits, including, without limitation, the right to receive all proceeds derived from or in connection with the sale, assignment or transfer of such licenses and permits), whether now owned or hereafter acquired by such Borrower, or in which such Borrower may now have or hereafter acquire an interest; (c) all instruments, letters of credit, letter-of-credit rights, documents of title, policies and certificates of insurance, securities, bank deposits, deposit accounts (including such Borrower's ’s Collection Accounts), checking accounts and cash now or hereafter owned by such Borrower, or in which such Borrower may now have or hereafter acquire an interest; (d) all goods and inventory, including all merchandise, raw materials, work in process, finished goods and supplies, now or hereafter owned by such Borrower or in which such Borrower may now have or hereafter acquire an interest; (e) all of such Borrower's ’s leasehold interest in any real property, all of such Borrower's ’s as-extracted collateral, and all of such Borrower’s licenses, easements and rights of way with respect to real property; (f) all accessions, additions or improvements to, substitutions for and all proceeds and products of, all of the foregoing, including proceeds of insurance; and (g) all books, records, documents, computer tapes and discs relating to all of the foregoing. To the extent that any terms used in this Section 8.01 are defined in the UCC, such terms are used herein as defined in the UCC. Notwithstanding the foregoing, in no event shall any security interest be granted in any additional property or assets of the Borrowers located in the State of New Jersey and acquired on or after the Closing Date until and unless PaeTec receives approval from the New Jersey Board of Public Utilities for the transactions contemplated by this Agreement, at which time any security interests which would have arisen prior to such approval but for the operation of this sentence shall be automatically granted on the date such approval is obtained.

Collateral Security. (a) To secure payment and ------------------- performance ------------------- of all of the Obligations, each of the Borrowers hereby reaffirms its grant to the Collateral Agent of, and hereby regrants to the Collateral Agent for the benefit of the Collateral Agent, the Administrative Agent and the Lenders, to the extent permitted by law, a right of setoff against and a continuing security interest in and to all of such Borrower's tangible and intangible personal property, fixtures and real property leasehold and easement interests, whether now owned or existing, or hereafter acquired or arising, wheresoever located, including, without limitation, all of the following property, or interests in property: (a) all machinery, equipment, Telecommunications Equipment and fixtures, including without limitation, fiber optic and other cables, transmission and switching equipment, transmission facilities, connection equipment, conduit, carrier pipes, junctions, regenerators, power sources, alarm systems, electronics, structures and shelters and cable laying equipment; (b) all Accounts, accounts receivable, other receivables, contract rights, leases, chattel paper, investment property, and general intangibles of such Borrower (including, without limitation, goodwill, going concern value, patents, trademarks, trade names, service marks, blueprints, designs, product lines and research and development), including, without limitation, all of such Borrower's rights under all present and future Governmental Approvals, permits, licenses and franchises heretofore or hereafter granted to such Borrower for the operation and ownership of its Systems (excluding licenses and permits issued by the FCC, any PUC or any other Governmental Authority to the extent, and only to the extent, it is unlawful to grant a security interest in such licenses and permits, but including, to the maximum extent permitted by law, all rights incident or appurtenant to such licenses and permits, including, without limitation, the right to receive all proceeds derived from or in connection with the sale, assignment or transfer of such licenses and permits), whether now owned or hereafter acquired by such Borrower, or in which such Borrower may now have or hereafter acquire an interest; (c) all instruments, letters of credit, documents of title, policies and certificates of insurance, securities, bank deposits, deposit accounts (including such Borrower's Collection Accounts), checking accounts and cash now or hereafter owned by such Borrower, or in which such Borrower may now have or hereafter acquire an interest; (d) all inventory, including all merchandise, raw materials, work in process, finished goods and supplies, now or hereafter owned by such Borrower or in which such Borrower may now have or hereafter acquire an interest; (e) all of such Borrower's leasehold interest in any real property, all of such Borrower's licenses, easements and rights of way with respect to real property; (f) all accessions, additions or improvements to, substitutions for and all proceeds and products of, all of the foregoing, including proceeds of insurance; and (g) all books, records, documents, computer tapes and discs relating to all of the foregoing.

Collateral Security. (a) To secure payment and performance ------------------- of all of the Obligations, each of KMC III, Leasing III, Xxxxxxx.xxx and Services hereby grants, and each of the other Borrowers hereby reaffirms its grant to the Collateral Agent ofreaffirms, grants and hereby regrants regrants, to the Collateral Agent for the benefit of the Collateral Agent, the Administrative Agent and the Lenders, to the extent permitted by law, a right of setoff against and a continuing security interest in and to all of such Borrower's tangible and intangible personal property, fixtures and real property leasehold and easement interests, whether now owned or existing, or hereafter acquired or arising, wheresoever located, including, without limitation, all of the following property, or interests in property: (a) all machinery, equipment, Telecommunications Equipment and fixtures, including without limitation, fiber optic and other cables, transmission and switching equipment, transmission facilities, connection equipment, conduit, carrier pipes, junctions, regenerators, power sources, alarm systems, electronics, structures and shelters and cable laying equipment; (b) all Accounts, accounts receivable, other receivables, contract rights, leases, chattel paper, investment property, and general intangibles of such Borrower (including, without limitation, goodwill, going concern value, patents, trademarks, trade names, service marks, blueprints, designs, product lines and research and development), including, without limitation, all of such Borrower's rights under all present and future Governmental Approvals, permits, licenses and franchises heretofore or hereafter granted to such Borrower for the operation and ownership of its Systems (excluding licenses and permits issued by the FCC, any PUC or any other Governmental Authority to the extent, and only to the extent, it is unlawful to grant a security interest in such licenses and permits, but including, to the maximum extent permitted by law, all rights incident or appurtenant to such licenses and permits, including, without limitation, the right to receive all proceeds derived from or in connection with the sale, assignment or transfer of such licenses and permits), whether now owned or hereafter acquired by such Borrower, or in which such Borrower may now have or hereafter acquire an interest; (c) all instruments, letters of credit, documents of title, policies and certificates of insurance, securities, bank deposits, deposit accounts (including such Borrower's Collection Accounts), checking accounts and cash now or hereafter owned by such Borrower, or in which such Borrower may now have or hereafter acquire an interest; (d) all inventory, including all merchandise, raw materials, work in process, finished goods and supplies, now or hereafter owned by such Borrower or in which such Borrower may now have or hereafter acquire an interest; (e) all of such Borrower's leasehold interest in any real property, all of such Borrower's licenses, easements and rights of way with respect to real property; (f) all accessions, additions or improvements to, substitutions for and all proceeds and products of, all of the foregoing, including proceeds of insurance; and (g) all books, records, documents, computer tapes and discs relating to all of the foregoing.

Collateral Security. To secure As collateral security for the payment and performance ------------------- of the Borrower’s obligations under the Notes and the prompt and punctual performance of all undertakings and covenants of the Borrower under, or pursuant to, the Notes and the other Transaction Documents (as defined in the Purchase Agreement), whether now existing or hereafter incurred (hereinafter collectively referred to as the “Obligations”), each of the Borrowers Debtor hereby reaffirms its grant grants to the Collateral Agent of, Secured Parties a lien upon and hereby regrants to the Collateral Agent for the benefit of the Collateral Agent, the Administrative Agent and the Lenders, to the extent permitted by law, a right of setoff against and a continuing security interest in all assets and to all property of such Borrower's tangible every kind, nature and intangible personal propertydescription, fixtures wherever located and real property leasehold and easement interestsin whatever form, whether now owned real or existing, or hereafter acquired or arising, wheresoever locatedpersonal, including, without limitation, all of the following propertyaccounts and accounts receivable, or interests in property: (a) all inventory, machinery, equipment, Telecommunications Equipment and fixtures, including without limitationcash or cash equivalents, fiber optic and other cablesgeneral intangibles, transmission and switching equipmentIntellectual Property (as defined herein), transmission facilitieschattel paper (whether tangible or electronic), connection equipmentinstruments, conduit, carrier pipes, junctions, regenerators, power sources, alarm systems, electronics, structures and shelters and cable laying equipment; (b) all Accounts, accounts receivable, other receivables, contract letter of credit rights, leases, chattel paper, securities and investment property, and general intangibles of such Borrower financial assets, deposit accounts, documents, goods (including, without limitation, goodwillall accessions to any goods), going concern valuecauses of action and other property rights to cash settlements, patentsand all books and records pertaining to all such property, trademarksin which such Debtor at any time has any right, trade namestitle and interest (collectively, service marksthe “Collateral”). As used herein, blueprintsthe term “Intellectual Property” means the collective reference to all rights, designspriorities and privileges relating to intellectual property, product lines whether arising under United States, multinational or foreign laws or otherwise, including, without limitation, (a) all copyrights arising under the laws of the United States, any other country or any political subdivision thereof, whether registered or unregistered and research whether published or unpublished, all registrations and development)recordings thereof, and all applications in connection therewith, including, without limitation, all registrations, recordings and applications in the United States Copyright Office, (b) all letters patent of such Borrower's rights under all present and future Governmental Approvals, permits, licenses and franchises heretofore or hereafter granted to such Borrower for the operation and ownership of its Systems (excluding licenses and permits issued by the FCCUnited States, any PUC other country or any political subdivision thereof, all reissues and extensions thereof, and all applications for letters patent of the United States or any other Governmental Authority to the extentcountry and all divisions, continuations and only to the extentcontinuations-in-part thereof, it is unlawful to grant a security interest in such licenses and permits, but including, to the maximum extent permitted by law, all rights incident or appurtenant to such licenses and permits, including, without limitation, the right to receive all proceeds derived from or in connection with the sale, assignment or transfer of such licenses and permits), whether now owned or hereafter acquired by such Borrower, or in which such Borrower may now have or hereafter acquire an interest; (c) all instrumentstrademarks, letters of credittrade names, documents of titlecorporate names, policies company names, business names, fictitious business names, trade dress, service marks, logos, domain names and certificates of insuranceother source or business identifiers, securitiesand all goodwill associated therewith, bank deposits, deposit accounts (including such Borrower's Collection Accounts), checking accounts and cash now existing or hereafter owned by such Borroweradopted or acquired, all registrations and recordings thereof, and all applications in connection therewith, whether in the United States Patent and Trademark Office or in any similar office or agency of the United States, any state thereof or any other country or any political subdivision thereof, or in which such Borrower may now have or hereafter acquire an interest; otherwise, and all common law rights related thereto, (d) all inventorytrade secrets arising under the laws of the United States, including all merchandiseany other country or any political subdivision thereof, raw materials, work in process, finished goods and supplies, now or hereafter owned by such Borrower or in which such Borrower may now have or hereafter acquire an interest; (e) all rights to obtain any reissues, renewals or extensions of such Borrower's leasehold interest in any real propertythe foregoing, all of such Borrower's licenses, easements and rights of way with respect to real property; (f) all accessions, additions or improvements to, substitutions licenses for and all proceeds and products of, all any of the foregoing, including proceeds of insurance; and (g) all books, records, documents, computer tapes and discs relating to all causes of action for infringement of the foregoing.

Collateral Security. (a) To secure payment and performance ------------------- of all of the Obligations, each of the Borrowers KMC hereby reaffirms its grant to the Collateral Agent Lender of, and KMC II hereby regrants grants to the Collateral Agent for the benefit of the Collateral Agent, the Administrative Agent and the LendersLender, to the extent permitted by law, a right of setoff against and a continuing security interest in and to all of such Borrower's tangible and intangible personal property, fixtures and real property leasehold and easement interests, whether now owned or existing, or hereafter acquired or arising, wheresoever located, including, without limitation, all of the following property, or interests in property: (a) all machinery, equipment, Telecommunications Equipment equipment and fixtures, including without limitation, fiber optic and other cables, transmission and switching equipment, transmission facilities, connection equipment, conduit, carrier pipes, junctions, regenerators, power sources, alarm systems, electronics, structures and shelters and cable laying equipment; (b) all Accounts, accounts receivable, other receivables, contract rights, leases, chattel paper, investment property, and general intangibles of such Borrower (including, without limitation, goodwill, going concern value, patents, trademarks, trade names, service marks, blueprints, designs, product lines and research and development), including, without limitation, all of such Borrower's rights under all present and future Governmental Approvals, permits, licenses and franchises heretofore or hereafter granted to such Borrower for the operation and ownership of its Systems (excluding licenses and permits issued by the FCC, any PUC or any other Governmental Authority to the extent, and only to the extent, it is unlawful to grant a security interest in such licenses and permits, but including, to the maximum extent permitted by law, all rights incident or appurtenant to such licenses and permits, including, without limitation, the right to receive all proceeds derived from or in connection with the sale, assignment or transfer of such licenses and permits), whether now owned or hereafter acquired by such Borrower, or in which such Borrower may now have or hereafter acquire an interest; (c) all instruments, letters of credit, documents of title, policies and certificates of insurance, securities, bank deposits, deposit accounts (including such Borrower's Collection Accounts), checking accounts and cash now or hereafter owned by such Borrower, or in which such Borrower may now have or hereafter acquire an interest; (d) all inventory, including all merchandise, raw materials, work in process, finished goods and supplies, now or hereafter owned by such Borrower or in which such Borrower may now have or hereafter acquire an interest; (e) all of such Borrower's leasehold interest in any real property, all of such Borrower's licenses, easements and rights of way with respect to real property; (f) all accessions, additions or improvements to, substitutions for and all proceeds and products of, all of the foregoing, including proceeds of insurance; and (g) all books, records, documents, computer tapes and discs relating to all of the foregoing. KMC hereby reaffirms the Collateral Assignment of Licenses and each of the Collateral Assignments of Leases.

Collateral Security. (a) To secure payment and performance ------------------- of all of the Obligations, each of the Borrowers hereby reaffirms its grant to the Collateral Agent of, and hereby regrants grants to the Collateral Agent for the benefit of the Collateral Agent, the Administrative Agent and the Lenders, to the extent permitted by law, a right of setoff against and a continuing security interest in and to all of such Borrower's tangible and intangible personal property, fixtures and real property leasehold and easement interests, whether now owned or existing, or hereafter acquired or arising, wheresoever located, including, without limitation, all of the following property, or interests in property: (a) all machinery, equipment, Telecommunications Equipment and fixtures, including without limitation, fiber optic and other cables, transmission and switching equipment, transmission facilities, connection equipment, conduit, carrier pipes, junctions, regenerators, power sources, alarm systems, electronics, structures and shelters and cable laying equipment; (b) all Accounts, accounts receivable, other receivables, contract rights, leases, chattel paper, investment property, and general intangibles of such Borrower (including, without limitation, goodwill, going concern value, patents, trademarks, trade names, service marks, blueprints, designs, product lines and research and development), including, without limitation, all of such Borrower's rights under all present and future Governmental Approvals, permits, licenses and franchises heretofore or hereafter granted to such Borrower for the operation and ownership of its Systems (excluding licenses and permits issued by the FCC, any PUC or any other Governmental Authority to the extent, and only to the extent, it is unlawful to grant a security interest in such licenses and permits, but including, to the maximum extent permitted by law, all rights incident or appurtenant to such licenses and permits, including, without limitation, the right to receive all proceeds derived from or in connection with the sale, assignment or transfer of such licenses and permits), whether now owned or hereafter acquired by such Borrower, or in which such Borrower may now have or hereafter acquire an interest; (c) all instruments, letters of credit, documents of title, policies and certificates of insurance, securities, bank deposits, deposit accounts (including such Borrower's Collection Accounts), checking accounts and cash now or hereafter owned by such Borrower, or in which such Borrower may now have or hereafter acquire an interest; (d) all inventory, including all merchandise, raw materials, work in process, finished goods and supplies, now or hereafter owned by such Borrower or in which such Borrower may now have or hereafter acquire an interest; (e) all of such Borrower's leasehold interest in any real property, all of such Borrower's licenses, easements and rights of way with respect to real property; (f) all accessions, additions or improvements to, substitutions for and all proceeds and products of, all of the foregoing, including proceeds of insurance; and (g) all books, records, documents, computer tapes and discs relating to all of the foregoing.

Collateral Security. To secure payment and performance ------------------- of 7.1 As collateral security for all of our Obligations and the ObligationsObligations of our patent, each of the Borrowers affiliates and subsidiaries, you hereby reaffirms its assign and grant to the Collateral Agent of, and hereby regrants to the Collateral Agent for the benefit of the Collateral Agent, the Administrative Agent and the Lenders, to the extent permitted by law, a right of setoff against and us a continuing security interest in and to in: (i) all of such Borrower's tangible your presently existing and intangible personal propertyhereafter created Receivables, fixtures and real property leasehold and easement interests, whether now owned or existing, or hereafter acquired or arising, wheresoever located, including, without limitation, all of the following property, or interests in property: (a) all machinery, equipment, Telecommunications Equipment and fixtures, including without limitation, fiber optic and other cables, transmission and switching equipment, transmission facilities, connection equipment, conduit, carrier pipes, junctions, regenerators, power sources, alarm systems, electronics, structures and shelters and cable laying equipment; (b) all Accounts, accounts receivable, other receivablesaccounts, contract rights, leasescomputer software, chattel paperprograms, investment propertystored data, aging schedules, customer lists and general intangibles of such Borrower (including, without limitation, goodwill, going concern value, including all patents, trademarks, trade namesand copyrights registered in the United States Copyright or Patent offices, service markstogether with the goodwill of the business in connection with which such trademark may be used and the royalties and other fees which become due for the use of such patents, blueprintstrademarks, designs, product lines and research and developmentor copyrights), includingincluding payment intangibles and the proceeds thereof; (ii) all monies, without limitationsecurities and other property now or hereafter held or received by, or in transit to us from or for you, whether for safekeeping, pledge, custody, transmission, collection or otherwise, and all of such Borrower's rights under your deposits and credit balances in our possession; (iii) all present returned, reclaimed or repossessed goods and future Governmental Approvals, permits, licenses and franchises heretofore the documents evidencing or hereafter granted relating to such Borrower for goods; (iv) all books, records and other property at any time evidencing or relating to the operation Receivables; (v) all deposit, savings, passbook or like accounts maintained at any bank, savings and ownership loan or similar institution;(vi) the proceeds of its Systems (excluding licenses and permits issued any tax refund due to us by the FCCstate or federal government; (vii) all inventory, any PUC or any other Governmental Authority to the extent, machinery ,equipment and only to the extent, it is unlawful to grant a security interest in such licenses fixtures and permits, but including, to the maximum extent permitted by law, all rights incident or appurtenant to such licenses additions and permitsaccessions thereto and (viii) all proceeds, including, without limitation, the right proceeds of any insurance policies covering any of the foregoing (collectively the "Collateral"). Recourse to receive the collateral security herein provided shall not be required, and you shall at all proceeds derived from or in connection with times remain liable for the sale, assignment or transfer payment and performance of such licenses and permits), whether now owned or hereafter acquired by such Borrower, or in which such Borrower may now have or hereafter acquire an interest; (c) all instruments, letters of credit, documents of title, policies and certificates of insurance, securities, bank deposits, deposit accounts (including such Borrower's Collection Accounts), checking accounts and cash now or hereafter owned by such Borrower, or in which such Borrower may now have or hereafter acquire an interest; (d) all inventory, including all merchandise, raw materials, work in process, finished goods and supplies, now or hereafter owned by such Borrower or in which such Borrower may now have or hereafter acquire an interest; (e) all of such Borrower's leasehold interest in any real property, all of such Borrower's licenses, easements and rights of way with respect to real property; (f) all accessions, additions or improvements to, substitutions for and all proceeds and products of, all of the foregoing, including proceeds of insurance; and (g) all books, records, documents, computer tapes and discs relating to all of the foregoingyour Obligations upon demand by us.

Collateral Security. To secure As collateral security for the payment and performance ------------------- of the Borrower’s obligations under the Notes and the prompt and punctual performance of all undertakings and covenants of the Borrower under, or pursuant to, the Notes and the other Transaction Documents (as defined in the Purchase Agreement), whether now existing or hereafter incurred (hereinafter collectively referred to as the “Obligations”), each of the Borrowers Debtor hereby reaffirms its grant grants to the Collateral Agent of, Secured Parties a lien upon and hereby regrants to the Collateral Agent for the benefit of the Collateral Agent, the Administrative Agent and the Lenders, to the extent permitted by law, a right of setoff against and a continuing security interest in all assets and to all property of such Borrower's tangible every kind, nature and intangible personal propertydescription, fixtures wherever located and real property leasehold and easement interestsin whatever form, whether now owned real or existing, or hereafter acquired or arising, wheresoever locatedpersonal, including, without limitation, all of the following propertyaccounts and accounts receivable, or interests in property: (a) all inventory, machinery, equipment, Telecommunications Equipment and fixtures, including without limitationcash or cash equivalents, fiber optic and other cablesgeneral intangibles, transmission and switching equipmentIntellectual Property (as defined herein), transmission facilitieschattel paper (whether tangible or electronic), connection equipmentinstruments, conduit, carrier pipes, junctions, regenerators, power sources, alarm systems, electronics, structures and shelters and cable laying equipment; (b) all Accounts, accounts receivable, other receivables, contract letter of credit rights, leases, chattel paper, securities and investment property, and general intangibles of such Borrower financial assets, deposit accounts, documents, goods (including, without limitation, goodwillall accessions to any goods), going concern valuecauses of action and other property rights to cash settlements, patentsand all books and records pertaining to all such property, trademarksin which such Debtor at any time has any right, trade namestitle and interest (collectively, service marksthe “Collateral”). As used herein, blueprintsthe term “Intellectual Property” means the collective reference to all rights, designspriorities and privileges relating to intellectual property, product lines whether arising under United States, multinational or foreign laws or otherwise, including, without limitation, (a) all copyrights arising under the laws of the United States, any other country or any political subdivision thereof, whether registered or unregistered and research whether published or unpublished, all registrations and development)recordings thereof, and all applications in connection therewith, including, without limitation, all registrations, recordings and applications in the United States Copyright Office, (b) all letters patent of such Borrower's rights under all present and future Governmental Approvals, permits, licenses and franchises heretofore or hereafter granted to such Borrower for the operation and ownership of its Systems (excluding licenses and permits issued by the FCCUnited States, any PUC other country or any political subdivision thereof, all reissues and extensions thereof, and all applications for letters patent of the United States or any other Governmental Authority to the extentcountry and all divisions, continuations and only to the extentcontinuations-in-part thereof, it is unlawful to grant a security interest in such licenses and permits, but including, to the maximum extent permitted by law, all rights incident or appurtenant to such licenses and permits, including, without limitation, the right to receive all proceeds derived from or in connection with the sale, assignment or transfer of such licenses and permits), whether now owned or hereafter acquired by such Borrower, or in which such Borrower may now have or hereafter acquire an interest; (c) all instrumentstrademarks, letters of credittrade names, documents of titlecorporate names, policies company names, business names, fictitious business names, trade dress, service marks, logos, domain names and certificates of insuranceother source or business identifiers, securitiesand all goodwill associated therewith, bank deposits, deposit accounts (including such Borrower's Collection Accounts), checking accounts and cash now existing or hereafter owned by such Borroweradopted or acquired, all registrations and recordings thereof, and all applications in connection therewith, whether in the United States Patent and Trademark Office or in any similar office or agency of the United States, any state thereof or any other country or any political subdivision thereof, or in which such Borrower may now have or hereafter acquire an interest; otherwise, and all common law rights related thereto, (d) all inventorytrade secrets arising under the laws of the United States, including all merchandiseany other country or any political subdivision thereof, raw materials, work in process, finished goods and supplies, now or hereafter owned by such Borrower or in which such Borrower may now have or hereafter acquire an interest; (e) all rights to obtain any reissues, renewals or extensions of such Borrower's leasehold interest in any real propertythe foregoing, all of such Borrower's licenses, easements and rights of way with respect to real property; (f) all accessions, additions or improvements to, substitutions licenses for and all proceeds and products of, all any of the foregoing, including proceeds of insurance; and (g) all books, records, documents, computer tapes and discs relating to all causes of action for infringement of the foregoing.