Common use of Grant of Security Interest/UCC Collateral Clause in Contracts

Grant of Security Interest/UCC Collateral. (a) Each Obligor hereby pledges, assigns, conveys, delivers, transfers and sets over to the Indenture Trustee, for the benefit of the Secured Parties, and hereby grants to the Indenture Trustee on behalf of the Secured Parties and the other Secured Parties a security interest in and to all of its fixtures (as defined in the UCC), personal property and other assets whether now owned or hereafter acquired and wherever located, including the following (collectively, the “Obligor Collateral”): (i) the Equity Interests of any Person owned by such Obligor and all rights as a member or shareholder of each such Person under the organizational documents of each such Person; (ii) equipment (as defined in the UCC), all parts thereof and all accessions thereto, including machinery, satellite receivers, antennas, headend electronics, furniture, motor vehicles, aircraft and rolling stock; (iii) fixtures, all substitutes and replacements therefor, all accessions and attachments thereto, and all tools, parts and equipment now or hereafter added to or used in connection with the fixtures (including proceeds which constitute property of the types described herein); (iv) the Obligors’ rights, title and interest in and under the Customer Agreements with respect to the Fiber Networks and the related Fiber Network Assets (including all Customer Receivables and other rights to payment thereunder, but excluding any rights that cannot be assigned without third party consent), excluding any Customer Agreement or Fiber Network Asset which, by its terms, does not allow such a security interest to be granted; (v) the Obligors’ rights, title and interest in and to any other Fiber Network Asset owned by the Obligors; (vi) accounts (as defined in the UCC); (vii) inventory (as defined in the UCC); (viii) goods (as defined in the UCC); (ix) contract rights (as defined in the UCC); (x) general intangibles (as defined in the UCC), including any limited liability company or other ownership interests which are not “securities” as provided under Section 8-103 of the UCC; (xi) investment property (as defined in the UCC) and deposit accounts (as defined in the UCC), including all the Accounts and related Account Collateral; (xii) chattel paper (as defined in the UCC); (xiii) instruments (as defined in the UCC); (xiv) all rights and remedies of any of the Obligors under the Transaction Documents to which it is a party (including all rights to payment thereunder); (xv) the Fiber Network Underlying Rights Agreements and any and all rights, remedies and proceeds thereunder and derived therefrom (other than any Fiber Network Underlying Rights Agreement which, by its terms, does not allow such a security interest to be granted); (xvi) all leases of personal property and any Customer Agreements that constitute personal property; (xvii) all Fiber Network Assets that constitute real property; and (xviii) all proceeds of the foregoing clauses (i) through (xvi) as security for payment and performance of all of the Obligations hereunder; provided that Obligor Collateral does not include any Collateral Exclusions. (b) If the grant of the security interests with respect to any contract, intellectual property right, government license or permit hereunder would result in the termination or breach of such contract, intellectual property right, government license or permit, or is otherwise prohibited or ineffective (whether by the terms thereof or under applicable law), then such contract, intellectual property right, government license or permit shall not be subject to the security interests but shall be held in trust by the applicable Obligor for the benefit of the Indenture Trustee (for its own benefit and for the benefit of the Secured Parties) and, on the exercise by the Indenture Trustee of any of its rights or remedies under this Base Indenture following an Event of Default, such contract, intellectual property right, government license or permit shall be assigned by such Obligor as directed by the Indenture Trustee (acting at the direction of a Majority of Noteholders). (c) Each Obligor confirms that value has been given by the Noteholders to such Obligor, that such Obligor has rights in its Collateral existing at the date of this Base Indenture, and that such Obligor and the Indenture Trustee have not agreed to postpone the time for attachment of the security interests to any of the Collateral of such Obligor. (d) The Issuer and the Asset Entities hereby authorize the Indenture Trustee, and the Indenture Trustee shall have the right but not the obligation, to file such financing statements as the Issuer shall deem reasonably necessary to perfect the Indenture Trustee’s interest in the Obligor Collateral and file continuation statements to match such perfection; provided, however, such designation shall not be deemed to create any duty in the Indenture Trustee to authorize, execute or file any such financing statements or to monitor the compliance of the Issuer or the Manager with the foregoing covenants and the Indenture Trustee shall not be liable for any failure to file or for any defects that exist in the financing statements, continuation statements or other instruments, documents, certificates or agreements; and provided, further that the authority of the Indenture Trustee to execute or authorize the filing of any financing statement, continuation statement, instrument, document certificate or agreement (i) shall not require the Indenture Trustee to pay any fees, taxes or other governmental charges, (ii) shall not require the Indenture Trustee to prepare or file any financing statements, continuation statements or other instruments, documents, certificates or agreements and (iii) shall not require the Indenture Trustee to review any financing statements, continuation statements or other instruments, documents, certificates or agreements. The Issuer and the Asset Entities authorize the Indenture Trustee to use the collateral description “all assets” or similar variation in any such financing statements. The Issuer and the Asset Entities hereby ratify and authorize the filing (i) by the Issuer of any financing statement and (ii) by the Indenture Trustee (or the Servicer on its behalf) of any continuation statement, in each case with respect to the Obligor Collateral made prior to the date hereof. Upon the occurrence and during the continuance of any Event of Default, the Indenture Trustee shall have all rights and remedies pertaining to the Obligor Collateral as are provided for in any of the Transaction Documents or under any applicable law including the Indenture Trustee’s rights of enforcement with respect to the Obligor Collateral or any part thereof, exercising its rights of enforcement with respect to the Obligor Collateral or any part thereof under the UCC (or under the Uniform Commercial Code in force in any other state to the extent the same is applicable law) and in conjunction with, in addition to, or in substitution for, such rights and remedies of the following: (i) The Indenture Trustee may enter upon the premises of an Obligor to take possession of, assemble and collect the Obligor Collateral or to render it unusable. (ii) The Indenture Trustee may require an Obligor to assemble the Obligor Collateral and make it available at a place the Indenture Trustee designates which is mutually convenient to allow the Indenture Trustee to take possession or dispose of the Obligor Collateral. (iii) To the extent a Responsible Officer of the Indenture Trustee has Knowledge thereof, written notice mailed to the Issuer as provided herein at least ten days prior to the date of public sale of the Obligor Collateral or prior to the date after which private sale of the Obligor Collateral will be made shall constitute reasonable notice. (iv) In the event of a foreclosure sale, the Obligor Collateral and the other Collateral may, at the option of the Indenture Trustee (acting at the direction of a Majority of Noteholders), be sold as a whole. (v) It shall not be necessary that the Indenture Trustee take possession of the Obligor Collateral or any part thereof prior to the time that any sale pursuant to the provisions of this section is conducted and it shall not be necessary that the Obligor Collateral or any part thereof be present at the location of such sale. (vi) Prior to application of proceeds of disposition of the Obligor Collateral to the Obligations, such proceeds shall be applied to the reasonable expenses of retaking, holding, preparing for sale or lease, selling, leasing and the like and the reasonable attorneys’ fees and legal expenses incurred by the Indenture Trustee. (vii) Any and all statements of fact or other recitals made in any bill of sale or assignment or other instrument evidencing any foreclosure sale hereunder as to nonpayment of the Obligations or as to the occurrence of any default, or as to the Indenture Trustee having declared all Obligations to be due and payable, or as to notice of time, place and terms of sale and of the properties to be sold having been duly given, or as to any other act or thing having been duly done by the Indenture Trustee, shall be taken as prima facie evidence of the truth of the facts so stated and recited. (viii) The Indenture Trustee may appoint or delegate any one or more persons as agent to perform any act or acts necessary or incident to any sale held by the Indenture Trustee, including the sending of notices and the conduct of the sale, but in the name and on behalf of the Indenture Trustee. (ix) The Indenture Trustee may appoint by instrument in writing one or more Receivers of any or all Obligors or any or all of the Collateral of any or all Obligors with such rights, powers and authority (including any or all of the rights, powers and authority of the Indenture Trustee under this Base Indenture) as may be provided for in the instrument of appointment or any supplemental instrument, and remove and replace any such Receiver from time to time. To the extent permitted by applicable law, any Receiver appointed by the Indenture Trustee shall be considered to be the agent of any such Obligor and not of the Indenture Trustee or any of the other Secured Parties.

Grant of Security Interest/UCC Collateral. (a) Each Obligor hereby pledges, assigns, conveys, delivers, transfers and sets over to the Indenture Trustee, for the benefit of the Secured Parties, and hereby grants to the Indenture Trustee on behalf of the Secured Parties and the other Secured Parties Noteholders a security interest in and to all of its their fixtures (as defined in the UCC), ) and personal property and other assets whether now owned or hereafter acquired and wherever locatedlocated (including, including but not limited to the following (collectively, the “Obligor Collateral”): following: (i) the Equity Interests of any Person owned by such Obligor and all rights as a member or shareholder of each such Person under the organizational documents of each such Person; (ii) equipment (as defined in the UCC), all parts thereof and all accessions thereto, including machinerybut not limited to towers, satellite receivers, receivers and antennas, headend electronics, furniture, motor vehicles, aircraft and rolling stock; (iiiii) fixtures, all substitutes and replacements therefor, all accessions and attachments thereto, and all tools, parts and equipment now or hereafter added to or used in connection with the fixtures (including including, without limitation, proceeds which constitute property of the types described herein); , (iv) the Obligors’ rights, title and interest in and under the Customer Agreements with respect to the Fiber Networks and the related Fiber Network Assets (including all Customer Receivables and other rights to payment thereunder, but excluding any rights that cannot be assigned without third party consent), excluding any Customer Agreement or Fiber Network Asset which, by its terms, does not allow such a security interest to be granted; (v) the Obligors’ rights, title and interest in and to any other Fiber Network Asset owned by the Obligors; (viiii) accounts (as defined in the UCC); , (viiiv) inventory (as defined in the UCC); , (viii) goods (as defined in the UCC); (ix) contract rights (as defined in the UCC); (xv) general intangibles (as defined in the UCC), including any limited liability company or other ownership interests which are not “securities” as provided under Section 8-103 of the UCC; (xivi) investment property (as defined in the UCC), (vii) and deposit accounts (as defined in the UCC), including all the Accounts and related Account Collateral; (xiiviii) chattel paper (as defined in the UCC); , (xiiiix) instruments (as defined in the UCC); (xiv) all rights , and remedies of any of the Obligors under the Transaction Documents to which it is a party (including all rights to payment thereunder); (xv) the Fiber Network Underlying Rights Agreements and any and all rights, remedies and proceeds thereunder and derived therefrom (other than any Fiber Network Underlying Rights Agreement which, by its terms, does not allow such a security interest to be granted); (xvi) all leases of personal property and any Customer Agreements that constitute personal property; (xvii) all Fiber Network Assets that constitute real property; and (xviii) all proceeds of the foregoing clauses (i) through (xvi) collectively, the “Other Company Collateral”)), as security for payment and performance of all of the Obligations hereunder; provided that Obligor Collateral does not include any Collateral Exclusions. (b) If the grant of the security interests with respect to any contract, intellectual property right, government license or permit hereunder would result in the termination or breach of such contract, intellectual property right, government license or permit, or is otherwise prohibited or ineffective (whether by the terms thereof or under applicable law), then such contract, intellectual property right, government license or permit shall not be subject to the security interests but shall be held in trust by the applicable Obligor for the benefit of the Indenture Trustee (for its own benefit and for the benefit of the Secured Parties) and, on the exercise by the Indenture Trustee of any of its rights or remedies under this Base Indenture following an Event of Default, such contract, intellectual property right, government license or permit shall be assigned by such Obligor as directed by the Indenture Trustee (acting at the direction of a Majority of Noteholders). (c) Each Obligor confirms that value has been given by the Noteholders to such Obligor, that such Obligor has rights in its Collateral existing at the date of this Base Indenture, and that such Obligor and the Indenture Trustee have not agreed to postpone the time for attachment of the security interests to any of the Collateral of such Obligor. (d) . The Issuer and the Asset Entities hereby authorize the Indenture Trustee, and the Indenture Trustee shall have the right but not the obligation, to file such financing statements as the Issuer Indenture Trustee shall deem reasonably necessary to perfect the Indenture Trustee’s interest in the Obligor Other Company Collateral and file continuation statements to match such perfection; provided, however, such designation shall not be deemed to create any duty in the Indenture Trustee to authorize, execute or file any such financing statements or to monitor the compliance of the Issuer or the Manager with the foregoing covenants and the Indenture Trustee shall not be liable for any failure to file or for any defects that exist in the financing statements, continuation statements or other instruments, documents, certificates or agreements; and provided, further that the authority of the Indenture Trustee to execute or authorize the filing of any financing statement, continuation statement, instrument, document certificate or agreement (i) shall not require the Indenture Trustee to pay any fees, taxes or other governmental charges, (ii) shall not require the Indenture Trustee to prepare or file any financing statements, continuation statements or other instruments, documents, certificates or agreements and (iii) shall not require the Indenture Trustee to review any financing statements, continuation statements or other instruments, documents, certificates or agreements. The Issuer and the Asset Entities authorize the Indenture Trustee to use the collateral description “all assetspersonal property” or similar variation in any such financing statements. The Issuer and the Asset Entities hereby ratify and authorize the filing (i) by the Issuer Indenture Trustee of any financing statement and (ii) by the Indenture Trustee (or the Servicer on its behalf) of any continuation statement, in each case with respect to the Obligor Other Company Collateral made prior to the date hereof. Upon the occurrence and during the continuance of any Event of Default, the Indenture Trustee shall have all rights and remedies pertaining to the Obligor Other Company Collateral as are provided for in any of the Transaction Documents or under any applicable law including including, without limitation of the Indenture Trustee’s rights of enforcement with respect to the Obligor Other Company Collateral or any part thereof, exercising its rights of enforcement with respect to the Obligor Other Company Collateral or any part thereof under the UCC (or under the Uniform Commercial Code in force in any other state to the extent the same is applicable law) and in conjunction with, in addition to, or in substitution for, such rights and remedies of the following: (ia) The Indenture Trustee may enter upon the premises of an Obligor to take possession of, assemble and collect the Obligor Other Company Collateral or to render it unusable. (iib) The Indenture Trustee may require an Obligor to assemble the Obligor Other Company Collateral and make it available at a place the Indenture Trustee designates which is mutually convenient to allow the Indenture Trustee to take possession or dispose of the Obligor Other Company Collateral. (iiic) To the extent a Responsible Officer of the Indenture Trustee has Knowledge thereof, written Written notice mailed to the Issuer as provided herein at least ten five (5) days prior to the date of public sale of the Obligor Other Company Collateral or prior to the date after which private sale of the Obligor Other Company Collateral will be made shall constitute reasonable notice. (ivd) In the event of a foreclosure sale, the Obligor Other Company Collateral and the other Collateral may, at the option of the Indenture Trustee (acting at the direction of a Majority of Noteholders)Trustee, be sold as a whole. (ve) It shall not be necessary that the Indenture Trustee take possession of the Obligor Other Company Collateral or any part thereof prior to the time that any sale pursuant to the provisions of this section is conducted and it shall not be necessary that the Obligor Other Company Collateral or any part thereof be present at the location of such sale. (vif) Prior to application of proceeds of disposition of the Obligor Other Company Collateral to the Obligations, such proceeds shall be applied to the reasonable expenses of retaking, holding, preparing for sale or lease, selling, leasing and the like and the reasonable attorneys’ fees and legal expenses incurred by the Indenture Trustee. (viig) Any and all statements of fact or other recitals made in any bill xxxx of sale or assignment or other instrument evidencing any foreclosure sale hereunder as to nonpayment of the Obligations or as to the occurrence of any default, or as to the Indenture Trustee having declared all Obligations of such indebtedness to be due and payable, or as to notice of time, place and terms of sale and of the properties to be sold having been duly given, or as to any other act or thing having been duly done by the Indenture Trustee, shall be taken as prima facie evidence of the truth of the facts so stated and recited. (viiih) The Indenture Trustee may appoint or delegate any one or more persons as agent to perform any act or acts necessary or incident to any sale held by the Indenture Trustee, including the sending of notices and the conduct of the sale, but in the name and on behalf of the Indenture Trustee. (ix) The Indenture Trustee may appoint by instrument in writing one or more Receivers of any or all Obligors or any or all of the Collateral of any or all Obligors with such rights, powers and authority (including any or all of the rights, powers and authority of the Indenture Trustee under this Base Indenture) as may be provided for in the instrument of appointment or any supplemental instrument, and remove and replace any such Receiver from time to time. To the extent permitted by applicable law, any Receiver appointed by the Indenture Trustee shall be considered to be the agent of any such Obligor and not of the Indenture Trustee or any of the other Secured Parties.

Grant of Security Interest/UCC Collateral. (a) Each Obligor hereby pledges, assigns, conveys, delivers, transfers and sets over grants to the Indenture Trustee, for the benefit of the Secured Parties, and hereby grants to the Indenture Trustee on behalf of the Secured Parties and the other Secured Parties Noteholders, a security interest in and to all of its fixtures (as defined right, title and interest in, to and under the following property in the UCC), personal property and other assets each case whether now owned or hereafter acquired and wherever located, including the following (collectively, the “Obligor Collateral”): : (i) the Equity Interests of any Person owned by such Obligor and all rights as a member or shareholder of each such Person under the organizational documents of each such Person; (ii) equipment (as defined in the UCC), all parts thereof and all accessions thereto, including machinery, towers, satellite receivers, antennas, headend electronics, furniture, motor vehicles, aircraft and rolling stock; , (iiiii) fixtures, all substitutes and replacements therefor, all accessions and attachments thereto, and all tools, parts and equipment now or hereafter added to or used in connection with the fixtures (including proceeds which constitute property of the types described herein); , (iv) the Obligors’ rights, title and interest in and under the Customer Agreements with respect to the Fiber Networks and the related Fiber Network Assets (including all Customer Receivables and other rights to payment thereunder, but excluding any rights that cannot be assigned without third party consent), excluding any Customer Agreement or Fiber Network Asset which, by its terms, does not allow such a security interest to be granted; (v) the Obligors’ rights, title and interest in and to any other Fiber Network Asset owned by the Obligors; (viiii) accounts (as defined in the UCC); , (viiiv) inventory (as defined in the UCC); , (viii) goods (as defined in the UCC); (ix) contract rights (as defined in the UCC); (xv) general intangibles (as defined in the UCC), including any limited liability company or other ownership interests which are not “securities” as provided under Section 8-103 of the UCC; (xivi) investment property (as defined in the UCC), (vii) and deposit accounts (as defined in the UCC), including all the Accounts and related Account Collateral; (xiiviii) chattel paper (as defined in the UCC); , (xiiiix) instruments (as defined in the UCC); , (xivx) 100% of the limited liability company or other ownership interests in each Asset Entity, (xi) all rights and remedies of any of the Obligors under the Transaction Documents to which it is a party Documents, (including all rights to payment thereunder); (xvxii) the Fiber Network Underlying Rights Agreements and any and all rights, remedies and proceeds thereunder and derived therefrom (other than any Fiber Network Underlying Rights Agreement which, by its terms, does not allow such a security interest to be granted); (xvi) all leases of personal property and any Customer Agreements that constitute personal property; (xviixiii) all Fiber Network Assets that constitute real property; and (xviii) all the proceeds of the foregoing clauses (i) through (xvi) collectively, the “Other Obligor Collateral”), as security for payment and performance of all of the Obligations hereunder; provided that Obligor Collateral does not include any Collateral Exclusions. (b) If the grant of the security interests with respect to any contract, intellectual property right, government license or permit hereunder would result in the termination or breach of such contract, intellectual property right, government license or permit, or is otherwise prohibited or ineffective (whether by the terms thereof or under applicable law), then such contract, intellectual property right, government license or permit shall not be subject to the security interests but shall be held in trust by the applicable Obligor for the benefit of the Indenture Trustee (for its own benefit and for the benefit of the Secured Parties) and, on the exercise by the Indenture Trustee of any of its rights or remedies under this Base Indenture following an Event of Default, such contract, intellectual property right, government license or permit shall be assigned by such Obligor as directed by the Indenture Trustee (acting at the direction of a Majority of Noteholders). (c) Each Obligor confirms that value has been given by the Noteholders to such Obligor, that such Obligor has rights in its Collateral existing at the date of this Base Indenture, and that such Obligor and the Indenture Trustee have not agreed to postpone the time for attachment of the security interests to any of the Collateral of such Obligor. (d) . The Issuer and the Asset Entities hereby authorize the Indenture Trustee, and the Indenture Trustee shall have the right but not the obligation, to file such financing statements as the Issuer Indenture Trustee shall deem reasonably necessary to perfect the Indenture Trustee’s interest in the Other Obligor Collateral and file continuation statements to match such perfection; provided, however, such designation shall not be deemed to create any duty in the Indenture Trustee to authorize, execute or file any such financing statements or to monitor the compliance of the Issuer or the Manager with the foregoing covenants and the Indenture Trustee shall not be liable for any failure to file or for any defects that exist in the financing statements, continuation statements or other instruments, documents, certificates or agreements; and provided, further that the authority of the Indenture Trustee to execute or authorize the filing of any financing statement, continuation statement, instrument, document certificate or agreement (i) shall not require the Indenture Trustee to pay any fees, taxes or other governmental charges, (ii) shall not require the Indenture Trustee to prepare or file any financing statements, continuation statements or other instruments, documents, certificates or agreements and (iii) shall not require the Indenture Trustee to review any financing statements, continuation statements or other instruments, documents, certificates or agreements. The Issuer and the Asset Entities authorize the Indenture Trustee to use the collateral description “all assetspersonal property” or similar variation in any such financing statements. The Issuer and the Asset Entities hereby ratify and authorize the filing (i) by the Issuer of any financing statement and (ii) by the Indenture Trustee (or the Servicer on its behalf) of any continuation statement, in each case with respect to the Obligor Collateral made prior to the date hereof. Upon the occurrence and during the continuance of any Event of Default, the Indenture Trustee shall have all rights and remedies pertaining to the Other Obligor Collateral as are provided for in any of the Transaction Documents or under any applicable law including the Indenture Trustee’s rights of enforcement with respect to the Other Obligor Collateral or any part thereof, exercising its rights of enforcement with respect to the Other Obligor Collateral or any part thereof under the UCC (or under the Uniform Commercial Code in force in any other state to the extent the same is applicable law) and in conjunction with, in addition to, or in substitution for, such rights and remedies of the following: (ia) The Indenture Trustee may enter upon the premises of an Obligor to take possession of, assemble and collect the Other Obligor Collateral or to render it unusable. (iib) The Indenture Trustee may require an Obligor to assemble the Other Obligor Collateral and make it available at a place the Indenture Trustee designates which is mutually convenient to allow the Indenture Trustee to take possession or dispose of the Other Obligor Collateral. (iiic) To the extent a Responsible Officer of the Indenture Trustee has Knowledge thereof, written Written notice mailed to the Issuer as provided herein at least ten (10) days prior to the date of public sale of the Other Obligor Collateral or prior to the date after which private sale of the Other Obligor Collateral will be made shall constitute reasonable notice. (ivd) In the event of a foreclosure sale, the Other Obligor Collateral and the other Collateral may, at the option of the Indenture Trustee (acting at the direction of a Majority of Noteholders)Trustee, be sold as a whole. (ve) It shall not be necessary that the Indenture Trustee take possession of the Other Obligor Collateral or any part thereof prior to the time that any sale pursuant to the provisions of this section is conducted and it shall not be necessary that the Other Obligor Collateral or any part thereof be present at the location of such sale. (vif) Prior to application of proceeds of disposition of the Other Obligor Collateral to the Obligations, such proceeds shall be applied to the reasonable expenses of retaking, holding, preparing for sale or lease, selling, leasing and the like and the reasonable attorneys’ fees and legal expenses incurred by the Indenture Trustee. (viig) Any and all statements of fact or other recitals made in any bill xxxx of sale or assignment or other instrument evidencing any foreclosure sale hereunder as to nonpayment of the Obligations or as to the occurrence of any default, or as to the Indenture Trustee having declared all Obligations of such indebtedness to be due and payable, or as to notice of time, place and terms of sale and of the properties to be sold having been duly given, or as to any other act or thing having been duly done by the Indenture Trustee, shall be taken as prima facie evidence of the truth of the facts so stated and recited. (viiih) The Indenture Trustee may appoint or delegate any one or more persons as agent to perform any act or acts necessary or incident to any sale held by the Indenture Trustee, including the sending of notices and the conduct of the sale, but in the name and on behalf of the Indenture Trustee. (ix) The Indenture Trustee may appoint by instrument in writing one or more Receivers of any or all Obligors or any or all of the Collateral of any or all Obligors with such rights, powers and authority (including any or all of the rights, powers and authority of the Indenture Trustee under this Base Indenture) as may be provided for in the instrument of appointment or any supplemental instrument, and remove and replace any such Receiver from time to time. To the extent permitted by applicable law, any Receiver appointed by the Indenture Trustee shall be considered to be the agent of any such Obligor and not of the Indenture Trustee or any of the other Secured Parties.

Grant of Security Interest/UCC Collateral. (a) Each Obligor hereby pledges, assigns, conveys, delivers, transfers and sets over to the Indenture Trustee, for the benefit of the Secured Parties, and The Issuer hereby grants to the Indenture Trustee on behalf of the Secured Parties Noteholders and the other Secured Parties Parties, or as creditor of the Parallel Debt, a security interest in and to all of its fixtures (as defined in the UCC), ) and personal property and other assets whether now owned or hereafter acquired and wherever located, including the following (collectively, the “Obligor Other Issuer Collateral”): (i) the Equity Interests of any Person owned by such Obligor and all rights as a member or shareholder of each such Person under the organizational documents of each such Person; (ii) equipment (as defined in the UCC), all parts thereof and all accessions thereto, including machinery, satellite receivers, antennas, headend electronics, furniture, motor vehicles, aircraft and rolling stock; (iiiii) fixtures, all substitutes and replacements therefor, all accessions and attachments thereto, and all tools, parts and equipment now or hereafter added to or used in connection with the fixtures (including proceeds which constitute property of the types described herein); (iviii) the Obligors’ Issuer’s rights, title and interest in and under the Customer Agreements IP Address Leases with respect to the Fiber Networks and the related Fiber Network IP Address Assets (including all Customer Receivables and other rights to payment thereunder, but excluding any other rights that cannot be assigned without third party consent), excluding any Customer Agreement or Fiber Network Asset which, by its terms, does not allow such a security interest to be grantedif any; (viv) the Obligors’ Issuer’s rights, title and interest in and to any other Fiber Network Asset Contributed IP Address owned by the ObligorsIssuer; (viv) accounts (as defined in the UCC); (viivi) inventory (as defined in the UCC); (viiivii) goods (as defined in the UCC); (ixviii) contract rights (as defined in the UCC); (xix) general intangibles (as defined in the UCC), including any limited liability company or other ownership interests which are not “securities” as provided under Section 8-103 of the UCC; (xix) investment property (as defined in the UCC), including the Collection Account; (xi) and deposit accounts (as defined in the UCC), including all the Reserve Accounts and related Account Collateraleach Issuer Deposit Account; (xii) chattel paper (as defined in the UCC); (xiii) instruments (as defined in the UCC); (xiv) all rights and remedies of any of the Obligors Issuer under the Management Agreement and the other Transaction Documents to which it is a party (including all rights to payment thereunder); (xv) the Fiber Network Underlying Rights Agreements and any and all rights, remedies and proceeds thereunder and derived therefrom (other than any Fiber Network Underlying Rights Agreement which, by its terms, does not allow such a security interest to be granted); (xvi) all leases of personal property and any Customer Agreements IP Address Leases that constitute personal property; (xvii) all Fiber Network Assets that constitute real property; and (xviiixvi) all the proceeds of the foregoing clauses (i) through (xvixv) as security for payment and performance of all of the Obligations hereunder; provided that Obligor Collateral does not include no Prefunding Account, or any Collateral Exclusionsof the funds on deposit therein, shall be included in the Other Issuer Collateral. (b) If the grant of the security interests with respect to any contract, intellectual property right, government license or permit hereunder would result in the termination or breach of such contract, intellectual property right, government license or permit, or is otherwise prohibited or ineffective (whether by the terms thereof or under applicable law), then such contract, intellectual property right, government license or permit shall not be subject to the security interests but shall be held in trust by the applicable Obligor Issuer for the benefit of the Indenture Trustee (for its own benefit and for the benefit of the Secured Parties) and, on the exercise by the Indenture Trustee of any of its rights or remedies under this Base Indenture following an Event of Default, such contract, intellectual property right, government license or permit shall be assigned by such Obligor the Issuer as directed by the Indenture Trustee (acting at the direction of a Majority of Noteholders). (c) Each Obligor The Issuer confirms that value has been given by the Noteholders to such Obligorthe Issuer, that such Obligor the Issuer has rights in its Collateral existing at the date of this Base Indenture, and that such Obligor the Issuer and the Indenture Trustee have not agreed to postpone the time for attachment of the security interests to any of the Collateral of such Obligorthe Issuer. (d) The Issuer and the Asset Entities hereby authorize the Indenture Trustee, and the Indenture Trustee shall have the right but not the obligation, to file such financing statements as the Issuer shall deem reasonably necessary to perfect the Indenture Trustee’s interest in the Obligor Other Issuer Collateral and file continuation statements to match such perfection; provided, however, such designation shall not be deemed to create any duty in the Indenture Trustee to authorize, execute or file any such financing statements or to monitor the compliance of the Issuer or the Manager with the foregoing covenants and that the Indenture Trustee shall not be liable for any failure to file or for any defects that exist in the financing statements, continuation statements or other instruments, documents, certificates or agreements; and provided, further that the authority of the Indenture Trustee obligated to execute or authorize such instruments except upon the filing written direction of any financing statement, continuation statement, instrument, document certificate the Servicer or agreement (i) shall not require the Indenture Trustee to pay any fees, taxes or other governmental charges, (ii) shall not require the Indenture Trustee to prepare or file any financing statements, continuation statements or other instruments, documents, certificates or agreements and (iii) shall not require the Indenture Trustee to review any financing statements, continuation statements or other instruments, documents, certificates or agreementsIssuer. The Issuer and the Asset Entities authorize the Indenture Trustee to use the collateral description “all assets” or similar variation in any such financing statements. The Issuer and the Asset Entities hereby ratify and authorize the filing (i) by the Issuer of any financing statement and (ii) by the Indenture Trustee (or the Servicer on its behalf) of any continuation statement, in each case with respect to the Obligor Other Issuer Collateral made prior to the date hereofInitial Closing Date. Upon the occurrence and during the continuance of any Event of Default, the Indenture Trustee shall have all rights and remedies pertaining to the Obligor Other Issuer Collateral as are provided for in any of the Transaction Documents or under any applicable law including the Indenture Trustee’s rights of enforcement with respect to the Obligor Other Issuer Collateral or any part thereof, exercising its rights of enforcement with respect to the Obligor Other Issuer Collateral or any part thereof under the UCC (or under the Uniform Commercial Code in force in any other state to the extent the same is applicable law) and in conjunction with, in addition to, or in substitution for, such rights and remedies of the following: (i) The Indenture Trustee may enter upon the premises of an Obligor the Issuer to take possession of, assemble and collect the Obligor Other Issuer Collateral or to render it unusable. (ii) The Indenture Trustee may require an Obligor the Issuer to assemble the Obligor Other Issuer Collateral and make it available at a place the Indenture Trustee designates which is mutually convenient to allow the Indenture Trustee to take possession or dispose of the Obligor Other Issuer Collateral. (iii) To the extent a Responsible Officer of the Indenture Trustee has Knowledge thereof, written notice mailed to the Issuer as provided herein at least ten days prior to the date of public sale of the Obligor Other Issuer Collateral or prior to the date after which private sale of the Obligor Other Issuer Collateral will be made shall constitute reasonable notice. (iv) In the event of a foreclosure sale, the Obligor Other Issuer Collateral and the other Collateral may, at the option of the Indenture Trustee (acting at the direction of a Majority of Noteholders), be sold as a whole. (v) It shall not be necessary that the Indenture Trustee take possession of the Obligor Other Issuer Collateral or any part thereof prior to the time that any sale pursuant to the provisions of this section is conducted and it shall not be necessary that the Obligor Other Issuer Collateral or any part thereof be present at the location of such sale. (vi) Prior to application of proceeds of disposition of the Obligor Other Issuer Collateral to the Obligations, such proceeds shall be applied to the reasonable expenses of retaking, holding, preparing for sale or lease, selling, leasing and the like and the reasonable attorneys’ fees and legal expenses incurred by the Indenture Trustee. (vii) Any and all statements of fact or other recitals made in any bill of sale or assignment or other instrument evidencing any foreclosure sale hereunder as to nonpayment of the Obligations or as to the occurrence of any default, or as to the Indenture Trustee having declared all Obligations to be due and payable, or as to notice of time, place and terms of sale and of the properties to be sold having been duly given, or as to any other act or thing having been duly done by the Indenture Trustee, shall be taken as prima facie evidence of the truth of the facts so stated and recited. (viii) The Indenture Trustee may appoint or delegate any one or more persons as agent to perform any act or acts necessary or incident to any sale held by the Indenture Trustee, including the sending of notices and the conduct of the sale, but in the name and on behalf of the Indenture Trustee. (ix) The Indenture Trustee may appoint by instrument in writing one or more Receivers of any or all Obligors the Issuer or any or all of the Collateral of any or all Obligors the Issuer with such rights, powers and authority (including any or all of the rights, powers and authority of the Indenture Trustee under this Base Indenture) as may be provided for in the instrument of appointment or any supplemental instrument, and remove and replace any such Receiver from time to time. To the extent permitted by applicable law, any Receiver appointed by the Indenture Trustee shall be considered to be the agent of any such Obligor the Issuer and not of the Indenture Trustee or any of the other Secured Parties.

Grant of Security Interest/UCC Collateral. (a) Each Obligor hereby pledges, assigns, conveys, delivers, transfers and sets over to the Indenture Trustee, for the benefit of the Secured Parties, and hereby grants to the Indenture Trustee on behalf of the Secured Parties and the other Secured Parties a security interest in and to all of its fixtures (as defined in the UCC), ) and personal property and other assets whether now owned or hereafter acquired and wherever located, including the following (collectively, the “Other Obligor Collateral”): (i) the Equity Interests of any Person owned by such Obligor and all rights as a member or shareholder of each such Person under the organizational documents of each such Person; (ii) equipment (as defined in the UCC), all parts thereof and all accessions thereto, including machinery, satellite receivers, antennas, headend electronics, furniture, motor vehicles, aircraft and rolling stock; (iiiii) fixtures, all substitutes and replacements therefor, all accessions and attachments thereto, and all tools, parts and equipment now or hereafter added to or used in connection with the fixtures (including proceeds which constitute property of the types described herein); (iviii) the Obligors’ rights, title and interest in and under the Customer Agreements with respect to the Fiber Networks and the related Fiber Network Assets (including all Customer Receivables and other rights to payment thereunder, but excluding any other rights that cannot be assigned without third party consent), excluding any Customer Agreement or Fiber Network Asset which, by its terms, does not allow such a security interest to be grantedif any; (viv) the Obligors’ rights, title and interest in and to any other Fiber Network Asset owned by the Obligors; (viv) accounts (as defined in the UCC); (viivi) inventory (as defined in the UCC); (viiivii) goods (as defined in the UCC); (ixviii) contract rights (as defined in the UCC); (xix) general intangibles (as defined in the UCC), including any limited liability company or other ownership interests which are not “securities” as provided under Section 8-103 of the UCC; (xix) investment property (as defined in the UCC), including the Collection Account; (xi) and deposit accounts (as defined in the UCC), including all the Reserve Accounts and related Account Collateraleach Control Account; (xii) chattel paper (as defined in the UCC); (xiii) instruments (as defined in the UCC); (xiv) all rights and remedies of any of the Obligors under the Management Agreement and the other Transaction Documents to which it is a party (including all rights to payment thereunder); (xv) the Fiber Network Underlying Rights Agreements and any and all rights, remedies and proceeds thereunder and derived therefrom (other than any Fiber Network Underlying Rights Agreement which, by its terms, does not allow such a security interest to be granted); (xvi) all leases of personal property and any Customer Agreements that constitute personal property; (xvii) all Fiber Network Assets that constitute real property; and (xviii) all the proceeds of the foregoing clauses (i) through (xvixvii) as security for payment and performance of all of the Obligations hereunder; provided that Other Obligor Collateral does not include (x) any Collateral ExclusionsPrefunding Account, or any of the funds on deposit therein or (y) any license, certificate, authorization or similar property issued pursuant to the Communications Laws which would (i) require the consent, approval, license or authorization of any Governmental Authority that has not been obtained or (ii) be prohibited by applicable law, except, in each, to the extent such requirement or prohibition would be rendered ineffective under the UCC or any other applicable law notwithstanding such requirement or prohibition. Notwithstanding anything herein to the contrary, the Lien in respect of the Contributed Real Estate Assets (as defined in the Contribution Agreement) will not be required to be perfected. (b) If the grant of the security interests with respect to any contract, intellectual property right, government license or permit hereunder would result in the termination or breach of such contract, intellectual property right, government license or permit, or is otherwise prohibited or ineffective (whether by the terms thereof or under applicable law), then such contract, intellectual property right, government license or permit shall not be subject to the security interests but shall be held in trust by the applicable Obligor for the benefit of the Indenture Trustee (for its own benefit and for the benefit of the Secured Parties) and, on the exercise by the Indenture Trustee of any of its rights or remedies under this Base Indenture following an Event of Default, such contract, intellectual property right, government license or permit shall be assigned by such Obligor as directed by the Indenture Trustee (acting at the direction of a Majority of Noteholders). (c) Each Obligor confirms that value has been given by the Noteholders to such Obligor, that such Obligor has rights in its Collateral existing at the date of this Base Indenture, and that such Obligor and the Indenture Trustee have not agreed to postpone the time for attachment of the security interests to any of the Collateral of such Obligor. (d) The Issuer and the Asset Entities hereby authorize the Indenture Trustee, and the Indenture Trustee shall have the right but not the obligation, to file such financing statements as the Issuer shall deem reasonably necessary to perfect the Indenture Trustee’s interest in the Other Obligor Collateral and file continuation statements to match such perfection; provided, however, such designation shall not be deemed to create any duty in the Indenture Trustee to authorize, execute or file any such financing statements or to monitor the compliance of the Issuer or the Manager with the foregoing covenants and the Indenture Trustee shall not be liable for any failure to file or for any defects that exist in the financing statements, continuation statements or other instruments, documents, certificates or agreements; and provided, further that the authority of the Indenture Trustee to execute or authorize the filing of any financing statement, continuation statement, instrument, document certificate or agreement (i) shall not require the Indenture Trustee to pay any fees, taxes or other governmental charges, (ii) shall not require the Indenture Trustee to prepare or file any financing statements, continuation statements or other instruments, documents, certificates or agreements and (iii) shall not require the Indenture Trustee to review any financing statements, continuation statements or other instruments, documents, certificates or agreements. The Issuer and the Asset Entities authorize the Indenture Trustee to use the collateral description “all assets” or similar variation in any such financing statements. The Issuer and the Asset Entities hereby ratify and authorize the filing (i) by the Issuer of any financing statement and (ii) by the Indenture Trustee (or the Servicer on its behalf) of any continuation statement, in each case with respect to the Other Obligor Collateral made prior to the date hereof. Upon the occurrence and during the continuance of any Event of Default, the Indenture Trustee shall have all rights and remedies pertaining to the Other Obligor Collateral as are provided for in any of the Transaction Documents or under any applicable law including the Indenture Trustee’s rights of enforcement with respect to the Other Obligor Collateral or any part thereof, exercising its rights of enforcement with respect to the Other Obligor Collateral or any part thereof under the UCC (or under the Uniform Commercial Code in force in any other state to the extent the same is applicable law) and in conjunction with, in addition to, or in substitution for, such rights and remedies of the following: (i) The Indenture Trustee may enter upon the premises of an Obligor to take possession of, assemble and collect the Other Obligor Collateral or to render it unusable. (ii) The Indenture Trustee may require an Obligor to assemble the Other Obligor Collateral and make it available at a place the Indenture Trustee designates which is mutually convenient to allow the Indenture Trustee to take possession or dispose of the Other Obligor Collateral. (iii) To the extent a Responsible Officer of the Indenture Trustee has Knowledge thereof, written notice mailed to the Issuer as provided herein at least ten days prior to the date of public sale of the Other Obligor Collateral or prior to the date after which private sale of the Other Obligor Collateral will be made shall constitute reasonable notice. (iv) In the event of a foreclosure sale, the Other Obligor Collateral and the other Collateral may, at the option of the Indenture Trustee (acting at the direction of a Majority of Noteholders), be sold as a whole. (v) It shall not be necessary that the Indenture Trustee take possession of the Other Obligor Collateral or any part thereof prior to the time that any sale pursuant to the provisions of this section is conducted and it shall not be necessary that the Other Obligor Collateral or any part thereof be present at the location of such sale. (vi) Prior to application of proceeds of disposition of the Other Obligor Collateral to the Obligations, such proceeds shall be applied to the reasonable expenses of retaking, holding, preparing for sale or lease, selling, leasing and the like and the reasonable attorneys’ fees and legal expenses incurred by the Indenture Trustee. (vii) Any and all statements of fact or other recitals made in any bill of sale or assignment or other instrument evidencing any foreclosure sale hereunder as to nonpayment of the Obligations or as to the occurrence of any default, or as to the Indenture Trustee having declared all Obligations to be due and payable, or as to notice of time, place and terms of sale and of the properties to be sold having been duly given, or as to any other act or thing having been duly done by the Indenture Trustee, shall be taken as prima facie evidence of the truth of the facts so stated and recited. (viii) The Indenture Trustee may appoint or delegate any one or more persons as agent to perform any act or acts necessary or incident to any sale held by the Indenture Trustee, including the sending of notices and the conduct of the sale, but in the name and on behalf of the Indenture Trustee. (ix) The Indenture Trustee may appoint by instrument in writing one or more Receivers of any or all Obligors or any or all of the Collateral of any or all Obligors with such rights, powers and authority (including any or all of the rights, powers and authority of the Indenture Trustee under this Base Indenture) as may be provided for in the instrument of appointment or any supplemental instrument, and remove and replace any such Receiver from time to time. To the extent permitted by applicable law, any Receiver appointed by the Indenture Trustee shall be considered to be the agent of any such Obligor and not of the Indenture Trustee or any of the other Secured Parties.

Grant of Security Interest/UCC Collateral. (a) Each Obligor hereby pledges, assigns, conveys, delivers, transfers and sets over to the Indenture Trustee, for the benefit of the Secured Parties, and hereby grants to the Indenture Trustee on behalf of the Secured Parties and the other Secured Parties Noteholders a security interest in and to all of its their fixtures (as defined in the UCC), ) and personal property and other assets whether now owned or hereafter acquired and wherever located, located (including the following (collectively, the “Obligor Collateral”): following: (i) the Equity Interests of any Person owned by such Obligor and all rights as a member or shareholder of each such Person under the organizational documents of each such Person; (ii) equipment (as defined in the UCC), all parts thereof and all accessions thereto, including machinerybut not limited to towers, satellite receivers, receivers and antennas, headend electronics, furniture, motor vehicles, aircraft and rolling stock; (iiiii) fixtures, all substitutes and replacements therefor, all accessions and attachments thereto, and all tools, parts and equipment now or hereafter added to or used in connection with the fixtures (including including, without limitation, proceeds which constitute property of the types described herein); , (iv) the Obligors’ rights, title and interest in and under the Customer Agreements with respect to the Fiber Networks and the related Fiber Network Assets (including all Customer Receivables and other rights to payment thereunder, but excluding any rights that cannot be assigned without third party consent), excluding any Customer Agreement or Fiber Network Asset which, by its terms, does not allow such a security interest to be granted; (v) the Obligors’ rights, title and interest in and to any other Fiber Network Asset owned by the Obligors; (viiii) accounts (as defined in the UCC); , (viiiv) inventory (as defined in the UCC); , (viii) goods (as defined in the UCC); (ix) contract rights (as defined in the UCC); (xv) general intangibles (as defined in the UCC), including any limited liability company or other ownership interests which are not “securities” as provided under Section 8-103 of the UCC; Loan Assets, the Modified Rent Contracts and the AT&T Receivables, (xivi) investment property (as defined in the UCC), (vii) and deposit accounts (as defined in the UCC), including all the Accounts and related Account Collateral; (xiiviii) chattel paper (as defined in the UCC); , (xiiiix) instruments (as defined in the UCC); (xiv) all rights , and remedies of any of the Obligors under the Transaction Documents to which it is a party (including all rights to payment thereunder); (xv) the Fiber Network Underlying Rights Agreements and any and all rights, remedies and proceeds thereunder and derived therefrom (other than any Fiber Network Underlying Rights Agreement which, by its terms, does not allow such a security interest to be granted); (xvi) all leases of personal property and any Customer Agreements that constitute personal property; (xvii) all Fiber Network Assets that constitute real property; and (xviii) all proceeds of the foregoing clauses (i) through (xvi) collectively, the “Other Company Collateral”)), as security for payment and performance of all of the Obligations hereunder; provided that Obligor Collateral does not include any Collateral Exclusions. (b) If the grant of the security interests with respect to any contract, intellectual property right, government license or permit hereunder would result in the termination or breach of such contract, intellectual property right, government license or permit, or is otherwise prohibited or ineffective (whether by the terms thereof or under applicable law), then such contract, intellectual property right, government license or permit shall not be subject to the security interests but shall be held in trust by the applicable Obligor for the benefit of the Indenture Trustee (for its own benefit and for the benefit of the Secured Parties) and, on the exercise by the Indenture Trustee of any of its rights or remedies under this Base Indenture following an Event of Default, such contract, intellectual property right, government license or permit shall be assigned by such Obligor as directed by the Indenture Trustee (acting at the direction of a Majority of Noteholders). (c) Each Obligor confirms that value has been given by the Noteholders to such Obligor, that such Obligor has rights in its Collateral existing at the date of this Base Indenture, and that such Obligor and the Indenture Trustee have not agreed to postpone the time for attachment of the security interests to any of the Collateral of such Obligor. (d) . The Issuer Issuers and the Asset Entities hereby authorize the Indenture Trustee, and the Indenture Trustee shall have the right but not the obligation, to file such financing statements as the Issuer Indenture Trustee shall deem reasonably necessary to perfect the Indenture Trustee’s interest in the Obligor Other Company Collateral and file continuation statements to match such perfection; provided, however, such designation shall not be deemed to create any duty in the Indenture Trustee to authorize, execute or file any such financing statements or to monitor the compliance of the Issuer or the Manager with the foregoing covenants and the Indenture Trustee shall not be liable for any failure to file or for any defects that exist in the financing statements, continuation statements or other instruments, documents, certificates or agreements; and provided, further that the authority of the Indenture Trustee to execute or authorize the filing of any financing statement, continuation statement, instrument, document certificate or agreement (i) shall not require the Indenture Trustee to pay any fees, taxes or other governmental charges, (ii) shall not require the Indenture Trustee to prepare or file any financing statements, continuation statements or other instruments, documents, certificates or agreements and (iii) shall not require the Indenture Trustee to review any financing statements, continuation statements or other instruments, documents, certificates or agreements. The Issuer Issuers and the Asset Entities hereby authorize the Indenture Trustee to use the collateral description “all assetspersonal property” or similar variation in any such financing statements. The Issuer Issuers and the Asset Entities hereby ratify and authorize the filing (i) by the Issuer Indenture Trustee of any financing statement and (ii) by the Indenture Trustee (or the Servicer on its behalf) of any continuation statement, in each case with respect to the Obligor Other Company Collateral made prior to the date hereof. Upon the occurrence and during the continuance of any Event of Default, the Indenture Trustee shall have all rights and remedies pertaining to the Obligor Other Company Collateral as are provided for in any of the Transaction Documents or under any applicable law including including, without limitation of the Indenture Trustee’s rights of enforcement with respect to the Obligor Other Company Collateral or any part thereof, exercising its rights of enforcement with respect to the Obligor Other Company Collateral or any part thereof under the UCC (or under the Uniform Commercial Code in force in any other state to the extent the same is applicable law) and in conjunction with, in addition to, or in substitution for, such rights and remedies of the following: (ia) The Indenture Trustee may enter upon the premises of an Obligor to take possession of, assemble and collect the Obligor Other Company Collateral or to render it unusable. (iib) The Indenture Trustee may require an Obligor to assemble the Obligor Other Company Collateral and make it available at a place the Indenture Trustee designates which is mutually convenient to allow the Indenture Trustee to take possession or dispose of the Obligor Other Company Collateral. (iiic) To the extent a Responsible Officer of the Indenture Trustee has Knowledge thereof, written Written notice mailed to the Issuer Issuers as provided herein at least ten (10) days prior to the date of public sale of the Obligor Other Company Collateral or prior to the date after which private sale of the Obligor Other Company Collateral will be made shall constitute reasonable notice. (ivd) In the event of a foreclosure sale, the Obligor Other Company Collateral and the other Collateral may, at the option of the Indenture Trustee (acting at the direction of a Majority of Noteholders)Trustee, be sold as a whole. (ve) It shall not be necessary that the Indenture Trustee take possession of the Obligor Other Company Collateral or any part thereof prior to the time that any sale pursuant to the provisions of this section is conducted and it shall not be necessary that the Obligor Other Company Collateral or any part thereof be present at the location of such sale. (vif) Prior to application of proceeds of disposition of the Obligor Other Company Collateral to the Obligations, such proceeds shall be applied to the reasonable expenses of retaking, holding, preparing for sale or lease, selling, leasing and the like and the reasonable attorneys’ fees and legal expenses incurred by the Indenture Trustee. (viig) Any and all statements of fact or other recitals made in any bill xxxx of sale or assignment or other instrument evidencing any foreclosure sale hereunder as to nonpayment of the Obligations or as to the occurrence of any default, or as to the Indenture Trustee having declared all Obligations of such indebtedness to be due and payable, or as to notice of time, place and terms of sale and of the properties to be sold having been duly given, or as to any other act or thing having been duly done by the Indenture Trustee, shall be taken as prima facie evidence of the truth of the facts so stated and recited. (viiih) The Indenture Trustee may appoint or delegate any one or more persons as agent to perform any act or acts necessary or incident to any sale held by the Indenture Trustee, including the sending of notices and the conduct of the sale, but in the name and on behalf of the Indenture Trustee. (ix) The Indenture Trustee may appoint by instrument in writing one or more Receivers of any or all Obligors or any or all of the Collateral of any or all Obligors with such rights, powers and authority (including any or all of the rights, powers and authority of the Indenture Trustee under this Base Indenture) as may be provided for in the instrument of appointment or any supplemental instrument, and remove and replace any such Receiver from time to time. To the extent permitted by applicable law, any Receiver appointed by the Indenture Trustee shall be considered to be the agent of any such Obligor and not of the Indenture Trustee or any of the other Secured Parties.

Grant of Security Interest/UCC Collateral. (a) Each Obligor hereby pledges, assigns, conveys, delivers, transfers and sets over to the Indenture Trustee, for the benefit of the Secured Parties, and hereby grants to the Indenture Trustee on behalf of the Secured Parties and the other Secured Parties a security interest in and to all of its fixtures (as defined in the UCC), ) and personal property and other assets whether now owned or hereafter acquired and wherever locatedlocated (including, including but not limited to the following (collectively, the “Obligor Collateral”): following: all (i) the Equity Interests of any Person owned by such Obligor and all rights as a member or shareholder of each such Person under the organizational documents of each such Person; (ii) equipment (as defined in the UCC), all parts thereof and all accessions thereto, including but not limited to machinery, towers, satellite receivers, antennas, headend electronics, furniture, motor vehicles, aircraft and rolling stock; , (iiiii) fixtures, all substitutes and replacements therefor, all accessions and attachments thereto, and all tools, parts and equipment now or hereafter added to or used in connection with the fixtures (including including, without limitation, proceeds which constitute property of the types described herein); , (iv) the Obligors’ rights, title and interest in and under the Customer Agreements with respect to the Fiber Networks and the related Fiber Network Assets (including all Customer Receivables and other rights to payment thereunder, but excluding any rights that cannot be assigned without third party consent), excluding any Customer Agreement or Fiber Network Asset which, by its terms, does not allow such a security interest to be granted; (v) the Obligors’ rights, title and interest in and to any other Fiber Network Asset owned by the Obligors; (viiii) accounts (as defined in the UCC); , (viiiv) inventory (as defined in the UCC); , (viii) goods (as defined in the UCC); (ix) contract rights (as defined in the UCC); (xv) general intangibles (as defined in the UCC) (other than Site Management Agreements), including any limited liability company or other ownership interests which are not “securities” as provided under Section 8-103 of the UCC; (xivi) investment property (as defined in the UCC), (vii) and deposit accounts (as defined in the UCC), including all the Accounts and related Account Collateral; (xiiviii) chattel paper (as defined in the UCC); , (xiiiix) instruments (as defined in the UCC); , (xivx) all rights and remedies of any of the Obligors under the Transaction Documents to which it is a party Site Management Agreements (including all rights to payment thereunder, but excluding any other rights that cannot be assigned without third party consent under such Site Management Agreements); (xv) , and the Fiber Network Underlying Rights Agreements and any and all rights, remedies and proceeds thereunder and derived therefrom (other than any Fiber Network Underlying Rights Agreement which, by its terms, does not allow such a security interest to be granted); (xvi) all leases of personal property and any Customer Agreements that constitute personal property; (xvii) all Fiber Network Assets that constitute real property; and (xviii) all proceeds of the foregoing clauses (i) through (xvi) collectively, the “Other Company Collateral”), as security for payment and performance of all of the Obligations hereunder; provided that Obligor Collateral does not include any Collateral Exclusions. (b) If the grant of the security interests with respect to any contract, intellectual property right, government license or permit hereunder would result in the termination or breach of such contract, intellectual property right, government license or permit, or is otherwise prohibited or ineffective (whether by the terms thereof or under applicable law), then such contract, intellectual property right, government license or permit shall not be subject to the security interests but shall be held in trust by the applicable Obligor for the benefit of the Indenture Trustee (for its own benefit and for the benefit of the Secured Parties) and, on the exercise by the Indenture Trustee of any of its rights or remedies under this Base Indenture following an Event of Default, such contract, intellectual property right, government license or permit shall be assigned by such Obligor as directed by the Indenture Trustee (acting at the direction of a Majority of Noteholders). (c) Each Obligor confirms that value has been given by the Noteholders to such Obligor, that such Obligor has rights in its Collateral existing at the date of this Base Indenture, and that such Obligor and the Indenture Trustee have not agreed to postpone the time for attachment of the security interests to any of the Collateral of such Obligor. (d) Obligations. The Issuer and the Asset Entities hereby authorize the Indenture Trustee, and the Indenture Trustee shall have the right but not the obligation, to file such financing statements as the Issuer Indenture Trustee shall deem reasonably necessary to perfect the Indenture Trustee’s interest in the Obligor Collateral and file continuation statements to match such perfection; provided, however, such designation shall not be deemed to create any duty in the Indenture Trustee to authorize, execute or file any such financing statements or to monitor the compliance of the Issuer or the Manager with the foregoing covenants and the Indenture Trustee shall not be liable for any failure to file or for any defects that exist in the financing statements, continuation statements or other instruments, documents, certificates or agreements; and provided, further that the authority of the Indenture Trustee to execute or authorize the filing of any financing statement, continuation statement, instrument, document certificate or agreement (i) shall not require the Indenture Trustee to pay any fees, taxes or other governmental charges, (ii) shall not require the Indenture Trustee to prepare or file any financing statements, continuation statements or other instruments, documents, certificates or agreements and (iii) shall not require the Indenture Trustee to review any financing statements, continuation statements or other instruments, documents, certificates or agreementsOther Company Collateral. The Issuer and the Asset Entities authorize the Indenture Trustee to use the collateral description “all assetspersonal property” or similar variation in any such financing statements. The Issuer and the Asset Entities hereby ratify and authorize the filing (i) by the Issuer Indenture Trustee of any financing statement and (ii) by the Indenture Trustee (or the Servicer on its behalf) of any continuation statement, in each case with respect to the Obligor Other Company Collateral made prior to the date hereof. Upon the occurrence and during the continuance of any Event of Default, the Indenture Trustee shall have all rights and remedies pertaining to the Obligor Other Company Collateral as are provided for in any of the Transaction Documents or under any applicable law including including, without limitation the Indenture Trustee’s rights of enforcement with respect to the Obligor Other Company Collateral or any part thereof, exercising its rights of enforcement with respect to the Obligor Other Company Collateral or any part thereof under the UCC (or under the Uniform Commercial Code in force in any other state to the extent the same is applicable law) and in conjunction with, in addition to, or in substitution for, such rights and remedies of the following: (ia) The Indenture Trustee may enter upon the premises of an Obligor to take possession of, assemble and collect the Obligor Other Company Collateral or to render it unusable. (iib) The Indenture Trustee may require an Obligor to assemble the Obligor Other Company Collateral and make it available at a place the Indenture Trustee designates which is mutually convenient to allow the Indenture Trustee to take possession or dispose of the Obligor Other Company Collateral. (iiic) To the extent a Responsible Officer of the Indenture Trustee has Knowledge thereof, written Written notice mailed to the Issuer as provided herein at least ten five (5) days prior to the date of public sale of the Obligor Other Company Collateral or prior to the date after which private sale of the Obligor Other Company Collateral will be made shall constitute reasonable notice. (ivd) In the event of a foreclosure sale, the Obligor Other Company Collateral and the other Collateral may, at the option of the Indenture Trustee (acting at the direction of a Majority of Noteholders)Trustee, be sold as a whole. (ve) It shall not be necessary that the Indenture Trustee take possession of the Obligor Other Company Collateral or any part thereof prior to the time that any sale pursuant to the provisions of this section is conducted and it shall not be necessary that the Obligor Other Company Collateral or any part thereof be present at the location of such sale. (vif) Prior to application of proceeds of disposition of the Obligor Other Company Collateral to the Obligations, such proceeds shall be applied to the reasonable expenses of retaking, holding, preparing for sale or lease, selling, leasing and the like and the reasonable attorneys’ fees and legal expenses incurred by the Indenture Trustee. (viig) Any and all statements of fact or other recitals made in any bill of sale or assignment or other instrument evidencing any foreclosure sale hereunder as to nonpayment of the Obligations or as to the occurrence of any default, or as to the Indenture Trustee having declared all Obligations to be due and payable, or as to notice of time, place and terms of sale and of the properties to be sold having been duly given, or as to any other act or thing having been duly done by the Indenture Trustee, shall be taken as prima facie evidence of the truth of the facts so stated and recited. (viiih) The Indenture Trustee may appoint or delegate any one or more persons as agent to perform any act or acts necessary or incident to any sale held by the Indenture Trustee, including the sending of notices and the conduct of the sale, but in the name and on behalf of the Indenture Trustee. (ix) The Indenture Trustee may appoint by instrument in writing one or more Receivers of any or all Obligors or any or all of the Collateral of any or all Obligors with such rights, powers and authority (including any or all of the rights, powers and authority of the Indenture Trustee under this Base Indenture) as may be provided for in the instrument of appointment or any supplemental instrument, and remove and replace any such Receiver from time to time. To the extent permitted by applicable law, any Receiver appointed by the Indenture Trustee shall be considered to be the agent of any such Obligor and not of the Indenture Trustee or any of the other Secured Parties.