Common use of REMEDIES; RIGHTS UPON DEFAULT Clause in Contracts

REMEDIES; RIGHTS UPON DEFAULT. If any Default shall occur and be continuing, the Secured Party may exercise (in addition to all other rights and remedies granted to it in this Security Agreement) after thirty (30) days notice to IXC (and the notice specified below of time and place of public or private sale), may forthwith collect, receive, appropriate and realize upon the Collateral or any part thereof, and/or may forthwith sell, lease, assign, give option or options to purchase, or sell and deliver said Collateral (or contract to do so), as the case may be, or any part thereof, in one or more parcels at public sale or sales, at any exchange broker's board or at the Secured Party's offices or elsewhere at such prices as it may deem best (subject to Section 2.2 and the last sentence of this Section 5), for cash or on credit or for future delivery without assumption of any credit risk. The Secured Party shall have the right upon any such public sale or sales to purchase the whole or any part of said Collateral so sold. The Secured Party shall pay over the net proceeds of any such collection, recovery, receipt, appropriation, realization or sale, after deducting all reasonable costs and expenses incurred therein or incidental to the care, safekeeping or otherwise of any or all of the Collateral or in any way relating to the rights of the Secured Party hereunder, for application on an equal basis to the payment in whole or in part of the Secured Obligations, and only after such net proceeds need the Secured Party account for the surplus, if any, to IXC. IXC agrees that neither Secured Party needs to give more than thirty (30) days' notice (which notification shall be deemed given when mailed, postage prepaid, addressed to IXC at its address provided pursuant to this Security Agreement) of the time and place of any public sale may take place and that such notice is reasonable notification of such matters. The Secured Party's exercise of the foregoing rights and remedies is subject to the provisions of Section 2.2 and any transferee (including the Secured Party) of any of the Collateral must agree to be bound by such provisions.

REMEDIES; RIGHTS UPON DEFAULT. If any Default shall occur and be continuing, the Secured Party may exercise (in a) In addition to all other rights and remedies granted to it under this Agreement and any of the other Loan Documents, and under any other instrument or agreement securing, evidencing or relating to any of the Obligations, if any Event of Default shall have occurred and be continuing, the Secured Party may exercise all rights and remedies of a secured party under the Code. Without limiting the generality of the foregoing, Grantor expressly agrees that in this Security Agreementany such event the Secured Party (i) after thirty may give notice of sole control or any other instruction permitted under each account control agreement entered into pursuant to Section 4(b) and take any action permitted by the terms thereof with respect to the Collateral, and (30ii) days without demand, notice of performance or advertisement or notice of any kind to IXC or upon Grantor or any other Person (all and each of which demands, advertisements and notices are hereby expressly waived to the notice specified below of time maximum extent permitted by the Code and place of public or private saleother applicable law), may forthwith enter upon the premises of Grantor where any Collateral is located through self-help, without judicial process, without first obtaining a final judgment or giving Grantor or any other Person notice and opportunity for a hearing on the Secured Party’s claim or action and may collect, receive, assemble, process, appropriate and realize upon the Collateral Collateral, or any part thereof, and/or and may forthwith sell, lease, assign, give an option or options to purchase, or sell or otherwise dispose of and deliver said Collateral (or contract to do so), as the case may be, or any part thereof, in one or more parcels at a public or private sale or salessales (provided, notice thereof shall be provided to Grantor, pursuant to Section 9 hereof, if required thereunder), at any exchange broker's board or at the Secured Party's offices or elsewhere at such prices as it may deem best (subject to Section 2.2 and the last sentence of this Section 5)acceptable, for cash or on credit or for future delivery without assumption of any credit risk. The Secured Party shall have the right upon any such public sale or sales and, to the extent permitted by law, upon any such private sale or sales, to purchase the whole or any part of said Collateral so sold, free of any right or equity of redemption, which equity of redemption Grantor hereby releases. Such sales may be adjourned and continued from time to time (and notice thereof shall be provided to Grantor). The Secured Party shall pay over have the net proceeds of any right to conduct such collection, recovery, receipt, appropriation, realization sales on Grantor’s premises or sale, after deducting all reasonable costs elsewhere and expenses incurred therein shall have the right to use Grantor’s premises without charge for such time or incidental to the care, safekeeping or otherwise of any or all of the Collateral or in any way relating to the rights of times as the Secured Party hereunder, for application on an equal basis deems necessary or advisable. Grantor acknowledges that any private sale may result in prices and other terms less favorable to the payment in whole or in part of the Secured Obligationsseller than if such sale were a public sale and, and only after notwithstanding such net proceeds need the Secured Party account for the surpluscircumstances, if any, to IXC. IXC agrees that neither Secured Party needs to give more than thirty (30) days' notice (which notification any such private sale shall not be deemed given when mailed, postage prepaid, addressed to IXC at its address provided pursuant to this Security Agreement) of the time and place of any public sale may take place and that such notice is reasonable notification have been made in a commercially unreasonable manner solely by virtue of such matters. The Secured Party's exercise of the foregoing rights and remedies is subject to the provisions of Section 2.2 and any transferee (including the Secured Party) of any of the Collateral must agree to be bound by such provisionssale being private.

REMEDIES; RIGHTS UPON DEFAULT. If any Default shall occur and be continuing, the Secured Party may exercise (in a) In addition to all other rights and remedies granted to it in under this Security Agreement) after thirty , the Note, and under any other instrument or agreement securing, evidencing or relating to any of the Obligations (30) days but subject to the terms of such instruments of agreements), if any Event of Default shall have occurred and be continuing, Agent may exercise all rights and remedies of a secured party under the Code. Without limiting the generality of the foregoing, Grantor expressly agrees that in any such event Agent, without demand of performance or other demand, advertisement or notice to IXC of any kind (and except the notice specified below of time and place of public or private sale) to or upon Grantor or any other Person (all and each of which demands, advertisements and notices are hereby expressly waived to the maximum extent permitted by the Code and other applicable law), may forthwith enter upon the premises of Grantor where any Collateral is located through self-help, without judicial process, without first obtaining a final judgment or giving Grantor or any other Person notice and opportunity for a hearing on Agent’s claim or action and may collect, receive, assemble, process, appropriate and realize upon the Collateral Collateral, or any part thereof, and/or and may forthwith sell, lease, license, assign, give an option or options to purchase, or sell or otherwise dispose of and deliver said Collateral (or contract to do so), as the case may be, or any part thereof, in one or more parcels at a public or private sale or sales, at any exchange broker's board or at the Secured Party's offices or elsewhere at such prices as it may deem best (subject to Section 2.2 and the last sentence of this Section 5)acceptable, for cash or on credit or for future delivery without assumption of any credit risk. The Secured Party Agent or any Lender shall have the right upon any such public sale or sales and, to the extent permitted by law, upon any such private sale or sales, to purchase for the benefit of Agent and Lenders, the whole or any part of said Collateral so sold, free of any right or equity of redemption, which equity of redemption Grantor hereby releases. The Secured Party Such sales may be adjourned and continued from time to time with or without notice. Agent shall pay over have the right to conduct such sales on Grantor’s premises or elsewhere and shall have the right to use Grantor’s premises without charge for such time or times as Agent deems necessary or advisable. If any Event of Default shall have occurred and be continuing, Grantor further agrees, at Agent’s request, to assemble the Collateral and make it available to Agent at a place or places designated by Agent which are reasonably convenient to Agent and Grantor, whether at Grantor’s premises or elsewhere. Until Agent is able to effect a sale, lease, or other disposition of Collateral, Agent shall have the right to hold or use Collateral, or any part thereof, to the extent that it deems appropriate for the purpose of preserving Collateral or its value or for any other purpose deemed appropriate by Agent. Agent shall have no obligation to Grantor to maintain or preserve the rights of Grantor as against third parties with respect to Collateral while Collateral is in the possession of Agent. Agent may, if it so elects, seek the appointment of a receiver or keeper to take possession of Collateral and to enforce any of Agent’s remedies (for the benefit of Agent and Lenders), with respect to such appointment without prior notice or hearing as to such appointment. Agent shall apply the net proceeds of any such collection, recovery, receipt, appropriation, realization or sale, after deducting all reasonable costs and expenses incurred therein or incidental sale to the care, safekeeping or otherwise of any or all of Obligations as provided in the Collateral or in any way relating to the rights of the Secured Party hereunder, for application on an equal basis to the payment in whole or in part of the Secured ObligationsNote, and only after so paying over such net proceeds proceeds, and after the payment by Agent of any other amount required by any provision of law, need the Secured Party Agent account for the surplus, if any, to IXCGrantor. IXC To the maximum extent permitted by applicable law, Grantor waives all claims, damages, and demands against Agent or any Lender arising out of the repossession, retention or sale of the Collateral except to the extent that such arise out of the gross negligence or willful misconduct of Agent or such Lender as determined by a final non-appealable judgment of a court of competent jurisdiction. Grantor agrees that neither Secured Party needs to give more than thirty ten (3010) days' days prior notice (which notification shall be deemed given when mailed, postage prepaid, addressed to IXC at its address provided pursuant to this Security Agreement) by Agent of the time and place of any public sale or of the time after which a private sale may take place and that such notice is reasonable notification of such matters. The Secured Party's exercise of Grantor shall remain liable for any deficiency if the foregoing rights and remedies is subject to the provisions of Section 2.2 and any transferee (including the Secured Party) proceeds of any sale or disposition of the Collateral must agree are insufficient to be bound pay all Obligations, including any attorneys’ fees and other expenses incurred by Agent or any Lender to collect such provisionsdeficiency.

REMEDIES; RIGHTS UPON DEFAULT. If any Default shall occur and be continuing, (a) Subject to Article 10 of the Secured Party may exercise Indenture: (i) in addition to all other rights and remedies granted to it in under this Security Agreement, the Indenture, the other Note Documents and under any other instrument or agreement securing, evidencing or relating to any of the Secured Obligations, if any Event of Default shall have occurred and be continuing, the Collateral Agent may exercise all rights and remedies of a secured party under the Code; (ii) after thirty without limiting the generality of the foregoing, the Grantor expressly agrees that in any such event the Collateral Agent, without demand of performance or other demand, advertisement or notice of any kind (30) days notice to IXC (and except the notice specified below of time and place of public or private sale) to or upon the Grantor or any other Person (all and each of which demands, advertisements and notices are hereby expressly waived to the maximum extent permitted by the Code and other applicable law), may forthwith enter upon the premises of the Grantor where any Collateral is located through self-help, without judicial process, without first obtaining a final judgment or giving the Grantor or any other Person notice and opportunity for a hearing on the Collateral Agent's claim or action and may collect, receive, assemble, process, appropriate and realize upon the Collateral Collateral, or any part thereof, and/or and may forthwith sell, lease, license, assign, give an option or options to purchase, or sell or otherwise dispose of and deliver said Collateral (or contract to do so), as the case may be, or any part thereof, in one or more parcels at a public or private sale or sales, at any exchange broker's board or at the Secured Party's offices or elsewhere at such prices as it may deem best (subject to Section 2.2 and the last sentence of this Section 5)acceptable, for cash or on credit or for future delivery without assumption of any credit risk. The ; (iii) the Trustee, the Collateral Agent or any present or future Holder of Secured Party Obligations shall have the right upon any such public sale or sales and, to the extent permitted by law, upon any such private sale or sales, to purchase for the benefit of the present and future Holders of Secured Obligations, the whole or any part of said Collateral so sold. The Secured Party shall pay over the net proceeds , free of any right or equity of redemption, which equity of redemption the Grantor hereby releases; (iv) such collectionsales may be adjourned and continued from time to time with or without notice; (v) the Collateral Agent shall have the right to conduct such sales on the Grantor's premises or elsewhere and shall have the right to use the Grantor's premises without charge for such time or times as the Collateral Agent deems necessary or advisable; (vi) if any Event of Default shall have occurred and be continuing, recoverythe Grantor further agrees, receiptat the Collateral Agent's request, appropriationto assemble the Collateral and make it available to the Collateral Agent at a place or places designated by the Collateral Agent which are reasonably convenient to the Collateral Agent and the Grantor, realization whether at the Grantor's premises or elsewhere; (vii) until the Collateral Agent is able to effect a sale, after deducting all reasonable costs and expenses incurred therein lease, or incidental other disposition of Collateral, the Collateral Agent shall have the right to hold or use Collateral, or any part thereof, to the care, safekeeping extent that it deems appropriate for the purpose of preserving Collateral or otherwise of its value or for any or all of other purpose deemed appropriate by the Collateral Agent; (viii) the Collateral Agent shall have no obligation to the Grantor to maintain or in any way relating to preserve the rights of the Secured Party hereunder, for application on an equal basis Grantor as against third parties with respect to Collateral while Collateral is in the payment in whole or in part possession of the Secured Obligations, and only after such net proceeds need Collateral Agent; (ix) the Secured Party account for the surplusCollateral Agent may, if anyit so elects, seek the appointment of a receiver or keeper to IXC. IXC agrees that neither Secured Party needs take possession of Collateral and to give more than thirty (30) days' notice (which notification shall be deemed given when mailed, postage prepaid, addressed to IXC at its address provided pursuant to this Security Agreement) of the time and place of any public sale may take place and that such notice is reasonable notification of such matters. The Secured Party's exercise of the foregoing rights and remedies is subject to the provisions of Section 2.2 and any transferee (including the Secured Party) of enforce any of the Collateral must agree Agent's remedies (for the benefit of the present and future Holders of Secured Obligations), with respect to be bound by such provisions.appointment

REMEDIES; RIGHTS UPON DEFAULT. If any Default shall occur and be continuing, the Secured Party may exercise (in a) In addition to all other rights and remedies granted to it in under this Security Agreement) after thirty , the Credit Agreement, the other Loan Documents and under any other instrument or agreement securing, evidencing or relating to any of the Secured Obligations or pursuant to any other applicable law, if any Event of Default shall have occurred and be continuing, the Agent may exercise all rights and remedies of a secured party under the UCC. Without limiting the generality of the foregoing, each Grantor expressly agrees that, if any Event of Default shall have occurred and be continuing, the Agent, without demand of performance or other demand, advertisement or notice of any kind (30) days notice to IXC (and except the notice specified below of time and place of public or private sale) to or upon such Grantor or any other Person (all and each of which demands, advertisements and notices are hereby expressly waived to the maximum extent permitted by the UCC and other applicable law), may forthwith enter upon the premises of such Grantor where any Collateral is located through self-help, without judicial process, without first obtaining a final judgment or giving such Grantor or any other Person notice and opportunity for a hearing on the Agent’s claim or action and may collect, receive, assemble, process, appropriate and realize upon the Collateral Collateral, or any part thereof, and/or and may forthwith sell, lease, license, assign, give an option or options to purchase, or sell or otherwise dispose of and deliver said Collateral (or contract to do so), as the case may be, or any part thereof, in one or more parcels at a public or private sale or sales, at any exchange broker's board or at the Secured Party's offices or elsewhere at such prices as it may deem best (subject to Section 2.2 and the last sentence of this Section 5)acceptable, for cash or on credit or for future delivery without assumption of any credit risk. If any Collateral is sold on terms other than payment in full at the time of sale, no credit shall be given against the Obligations until the Agent or the other Secured Parties receive payment, and if the buyer defaults in payment, the Agent may resell the Collateral without further notice to any Grantor. The Agent or any of the other Secured Party Parties shall have the right upon any such public sale or sales and, to the extent permitted by law, upon any such private sale or sales, to purchase for the benefit of the Agent and the other Secured Parties, the whole or any part of said Collateral so sold, free of any right or equity of redemption, which equity of redemption each Grantor hereby releases. Such sales may be adjourned and continued from time to time with or without notice. The Secured Party Agent shall pay over have the net proceeds right to conduct such sales on premises of any Grantor or elsewhere and shall have the right to use any Grantor’s premises without charge for such collection, recovery, receipt, appropriation, realization time or sale, after deducting all reasonable costs and expenses incurred therein times as the Agent deems necessary or incidental to the care, safekeeping or otherwise of any or all of the Collateral or in any way relating to the rights of the Secured Party hereunder, for application on an equal basis to the payment in whole or in part of the Secured Obligations, and only after such net proceeds need the Secured Party account for the surplus, if any, to IXC. IXC agrees that neither Secured Party needs to give more than thirty (30) days' notice (which notification shall be deemed given when mailed, postage prepaid, addressed to IXC at its address provided pursuant to this Security Agreement) of the time and place of any public sale may take place and that such notice is reasonable notification of such matters. The Secured Party's exercise of the foregoing rights and remedies is subject to the provisions of Section 2.2 and any transferee (including the Secured Party) of any of the Collateral must agree to be bound by such provisionsadvisable.

REMEDIES; RIGHTS UPON DEFAULT. If any Default shall occur and be continuing, the Secured Party may exercise (in a) In addition to all other rights and remedies granted to it in under this Security Agreement) after thirty , the Credit Agreement, the other Related Documents and under any other instrument or agreement securing, evidencing or relating to any of the Liabilities or the Guaranty Indebtedness, if any Event of Default shall have occurred and be continuing, Agent may exercise all rights and remedies of a secured party under the Code. Without limiting the generality of the foregoing, Grantor expressly agrees that in any such event Agent, without demand of performance or other demand, advertisement or notice of any kind (30) days notice to IXC (and except the notice specified below of time and place of public or private sale) to or upon Grantor or any other Person (all and each of which demands, advertisements and notices are hereby expressly waived to the maximum extent permitted by the Code and other applicable law), may forthwith enter upon the premises of Grantor where any Collateral is located through self-help, without judicial process, without first obtaining a final judgment or giving Grantor or any other Person notice and opportunity for a hearing on Agent's claim or action and may collect, receive, assemble, process, appropriate and realize upon the Collateral Collateral, or any part thereof, and/or and may forthwith sell, lease, assign, give an option or options to purchase, or sell or otherwise dispose of and deliver said Collateral (or contract to do so), as the case may be, or any part thereof, in one or more parcels at a public or private sale or sales, at any exchange broker's board or at the Secured Party's offices or elsewhere at such prices as it may deem best (subject to Section 2.2 and the last sentence of this Section 5)acceptable, for cash or on credit or for future delivery without assumption of any credit risk. The Secured Party Agent shall have the right upon any such public sale or sales and, to the extent permitted by law, upon any such private sale or sales, to purchase for the benefit of Agent, the whole or any part of said Collateral so sold, free of any right or equity of redemption, which equity of redemption Grantor hereby releases. The Secured Party Such sales may be adjourned and continued from time to time with or without notice. Agent shall pay over have the right to conduct such sales on Grantor's premises or elsewhere and shall have the right to use Grantor's premises without charge for such time or times as Agent deems necessary or advisable. Grantor further agrees, at Agent's request, to assemble the Collateral and make it available to Agent at places which Agent shall select, whether at Grantor's premises or elsewhere. Until Agent is able to effect a sale, lease, or other disposition of Collateral, Agent shall have the right to hold or use Collateral, or any part thereof, to the extent that it deems appropriate for the purpose of preserving Collateral or its value or for any other purpose deemed appropriate by Agent. Agent shall have no obligation to Grantor to maintain or preserve the rights of Grantor as against third parties with respect to Collateral while Collateral is in the possession of Agent. Agent may, if it so elects, seek the appointment of a receiver or keeper to take possession of Collateral and to enforce any of Agent's remedies, with respect to such appointment without prior notice or hearing as to such appointment. Agent shall apply the net proceeds of any such collection, recovery, receipt, appropriation, realization or sale, after deducting all reasonable costs and expenses incurred therein or incidental sale to the care, safekeeping or otherwise of any or all of Guaranty Indebtedness as provided in the Collateral or in any way relating to the rights of the Secured Party hereunder, for application on an equal basis to the payment in whole or in part of the Secured ObligationsGuaranty, and only after so paying over such net proceeds proceeds, and after the payment by Agent of any other amount required by any provision of law, need the Secured Party Agent account for the surplus, if any, to IXCGrantor. IXC To the maximum extent permitted by applicable law, Grantor waives all claims, damages, and demands against Agent arising out of the repossession, retention or sale of the Collateral except such as arise solely out of the gross negligence or willful misconduct of Agent as finally determined by a court of competent jurisdiction. Grantor agrees that neither Secured Party needs to give more than thirty ten (3010) days' days prior notice (which notification shall be deemed given when mailed, postage prepaid, addressed to IXC at its address provided pursuant to this Security Agreement) by Agent of the time and place of any public sale or of the time after which a private sale may take place and that such notice is reasonable notification of such matters. The Secured Party's exercise of Grantor shall remain liable for any deficiency if the foregoing rights and remedies is subject to the provisions of Section 2.2 and any transferee (including the Secured Party) proceeds of any sale or disposition of the Collateral must agree are insufficient to be bound pay all Guaranty Indebtedness, including any attorneys' fees and other expenses incurred by Agent to collect such provisionsdeficiency.

REMEDIES; RIGHTS UPON DEFAULT. If any (a) If, after applicable notice and cure periods, an Event of Default shall occur and be continuing, the Secured Party Lender may exercise (exercise, in addition to all other rights and remedies granted to it in this Security Agreement) after thirty , the Credit Agreement and in any other instrument or agreement securing, evidencing or relating to the Outstanding Obligations, all rights and remedies of a secured party under the UCC. Without limiting the generality of the forgoing, Debtor expressly agrees that in any such event Lender, without demand of performance or other demand, advertisement or notice of any kind (30) days notice to IXC (and except the notice specified below of time and place of public or private sale) to or upon Debtor or any person (all and each of which demands, advertisements and/or notices are hereby expressly waived to the maximum extent permitted by the UCC and other applicable law), may forthwith collect, receive, appropriate and realize upon the Collateral Collateral, or any part thereof, and/or may forthwith sell, lease, assign, give an option or options to purchase, or sell or otherwise dispose of and deliver said Collateral (or on contract to do so), as the case may be, or any part thereof, in one or more parcels at public or private sale or sales, at any exchange or broker's ’s board or at the Secured Party's any of Lender’s offices or elsewhere at such prices as it may deem best (subject to Section 2.2 and the last sentence of this Section 5)best, for cash or on credit or for future delivery without assumption of any credit risk. The Secured Party Lender shall have the right upon any such public sale or sales sales, and, to the extent permitted by law, upon any such private sale or sales, to purchase the whole or any part of said Collateral so sold, free of any right or equity of redemption, which right or equity of redemption Debtor hereby releases. The Secured Party Debtor further agrees, at Lender’s request, to assemble the Collateral and make it available to Lender at places which Lender shall pay over reasonably select, whether at Debtor’s premises or elsewhere. Lender shall apply the net proceeds of any such collection, recovery, receipt, appropriation, realization or sale, as provided in Section 16(d) hereof. Debtor shall remain liable for any deficiency remaining unpaid after deducting all reasonable costs and expenses incurred therein or incidental to the care, safekeeping or otherwise of any or all of the Collateral or in any way relating to the rights of the Secured Party hereunder, for application on an equal basis to the payment in whole or in part of the Secured Obligationssuch application, and only after so paying over such net proceeds and after the payment by Lender of any other amount required by any provision of law, need the Secured Party Lender account for the surplus, if any, to IXCDebtor. IXC To the maximum extent permitted by applicable law, Debtor waives all claims, damages, and demands against Lender arising out of the repossession, retention or sale of the Collateral except such as arise out of the gross negligence or wilful misconduct of Lender. Debtor agrees that neither Secured Party needs to Lender need not give more than thirty (30) 15 days' ’ notice (which notification shall be deemed given when mailed, postage prepaid, addressed to IXC at its address provided pursuant to this Security Agreement) of the time and place of any public sale or of the time after which a private sale may take place and that such notice is reasonable notification of such matters. The Secured Party's exercise of the foregoing rights and remedies is subject to the provisions of Section 2.2 and any transferee (including the Secured Party) of any of the Collateral must agree to be bound by such provisions.

REMEDIES; RIGHTS UPON DEFAULT. If any Default shall occur (a) Subject to the Intercreditor Agreement and be continuingthe rights of the Credit Agreement Agent and the Priority Lien Collateral Agent (each as defined in the Intercreditor Agreement) thereunder, the Secured Party may exercise (in addition to all other rights and remedies granted to it under this Agreement, the Notes, the Indenture, the other Note Documents and under any other instrument or agreement securing, evidencing or relating to any of the Note Obligations, if any Event of Default shall have occurred and be continuing, the Agent may exercise all rights and remedies of a secured party under the Code. Without limiting the generality of the foregoing, each Grantor expressly agrees that in this Security Agreement) after thirty any such event the Agent, without demand of performance or other demand, advertisement or notice of any kind (30) days notice to IXC (and except the notice specified below of time and place of public or private sale) to or upon any Grantor or any other Person (all and each of which demands, advertisements and notices are hereby expressly waived to the maximum extent permitted by the Code and other applicable law), may forthwith (personally or through its agents or attorneys) enter upon the premises where any Collateral is located, without any obligation to pay rent, through self-help, without judicial process, without first obtaining a final judgment or giving any Grantor or any other Person notice and opportunity for a hearing on the Agent’s claim or action and may take possession of, collect, receive, appropriate assemble, process, appropriate, remove and realize upon the Collateral Collateral, or any part thereof, and/or and may forthwith sell, lease, license, assign, give an option or options to purchase, or sell otherwise dispose of and deliver said Collateral (or contract to do so), as the case may be, or any part thereof, in one or more parcels at a public or private sale or sales, at any exchange broker's board or at the Secured Party's offices or elsewhere at such prices as it may deem best (subject to Section 2.2 and the last sentence of this Section 5)acceptable, for cash or on credit or for future delivery without assumption of any credit risk. To facilitate the foregoing, the Agent shall have the right to take possession of each Grantor’s original books and records, to obtain access to each Grantor’s data processing equipment, computer hardware and Software and to use all of the foregoing and the information contained therein in any manner which the Agent deems appropriate. The Agent or any Secured Party Parties shall have the right upon any such public sale or sales and, to the extent permitted by law, upon any such private sale or sales, to purchase for the benefit of the Agent and Secured Parties, the whole or any part of said Collateral so sold, free of any right or equity of redemption, which equity of redemption each Grantor hereby releases. Such sales may be adjourned and continued from time to time with or without notice. The Agent shall have the right to conduct such sales on each Grantor’s premises or elsewhere and shall have the right to use each Grantor’s premises without charge for such time or times as the Agent deems necessary or advisable. If any Event of Default shall have occurred and be continuing, each Grantor further agrees, at the Agent’s request, to assemble the Collateral and make it available to the Agent at a place or places designated by the Agent which are reasonably convenient to the Agent and such Grantor, whether at such Grantor’s premises or elsewhere. Without limiting the foregoing, the Agent shall also have the right to require that each Grantor store and keep any Collateral pending further action by the Agent, and while Collateral is so stored or kept, provide such guards and maintenance services as shall be necessary to protect the same and to preserve and maintain Collateral in good condition. Until the Agent is able to effect a sale, lease, license or other disposition of Collateral, the Agent shall have the right to hold or use Collateral, or any part thereof, to the extent that it deems appropriate for the purpose of preserving Collateral or its value or for any other purpose deemed appropriate by the Agent. The Agent shall not have any obligation to any Grantor to maintain or preserve the rights of any Grantor as against third parties with respect to Collateral while Collateral is in the possession of the Agent. The Agent may, if it so elects, seek the appointment of a receiver or keeper to take possession of Collateral and to enforce any of the Agent’s remedies (for the benefit of the Agent and Secured Party Parties), with respect to such appointment without prior notice or hearing as to such appointment. The Agent shall pay over apply the net proceeds of any such sale, lease, license, other disposition of, or any collection, recovery, receipt, appropriationor realization on, realization or sale, after deducting all reasonable costs and expenses incurred therein or incidental the Collateral to the care, safekeeping or otherwise of any or all of Note Obligations as provided in the Collateral or in any way relating to the rights of the Secured Party hereunder, for application on an equal basis to the payment in whole or in part of the Secured ObligationsIndenture, and only after so paying over such net proceeds proceeds, and after the payment by the Agent of any other amount required by any provision of law, need the Secured Party Agent account for the surplus, if any, to IXCany Grantor. IXC To the maximum extent permitted by applicable law, each Grantor waives all claims, damages, and demands against the Agent or any Secured Parties arising out of the repossession, retention or sale of the Collateral except such as arise solely out of the gross negligence or willful misconduct of the Agent or such Secured Party as finally determined by a court of competent jurisdiction. Each Grantor agrees that neither Secured Party needs to give more than thirty ten (3010) days' days prior notice (which notification shall be deemed given when mailed, postage prepaid, addressed to IXC at its address provided pursuant to this Security Agreement) by the Agent of the time and place of any public sale or of the time after which a private sale may take place and that such notice is reasonable notification of such matters. The Secured Party's exercise Notwithstanding any such notice of sale, the foregoing rights Agent shall not be obligated to make any sale of Collateral. In connection with any sale, lease, license or other disposition of Collateral, the Agent may disclaim any warranties that might arise in connection therewith and remedies is subject the Agent shall have no obligation to provide any warranties at such time. Each Grantor shall remain liable for any deficiency if the provisions of Section 2.2 and any transferee (including the Secured Party) proceeds of any sale or disposition of the Collateral must agree are insufficient to be bound pay all Note Obligations, including any attorneys’ fees or other expenses incurred by the Agent or any Secured Parties to collect such provisionsdeficiency.

REMEDIES; RIGHTS UPON DEFAULT. (a) If any Event of Default shall occur and be continuing, the Secured Party Lender may exercise (exercise, in addition to all other rights and remedies granted to it in this Security AgreementPledge Agreement and in any other instrument or agreement securing, evidencing or relating to the Obligations, all rights and remedies of a secured party under the UCC. Without limiting the generality of the foregoing, Pledgor expressly agrees, to the extent permitted by law, that in any such event Lender, upon ten (10) after thirty (30) days Business Days prior written notice to IXC (and the notice specified below of time and place of public or private sale), Pledgor may forthwith collect, receive, appropriate and realize upon the Collateral Collateral, or any part thereof, and/or may forthwith sell, lease, assign, give option or options to purchase, or sell or otherwise dispose of and deliver said Collateral (or contract to do so), as the case may be, or any part thereof, in one or more parcels at public or private sale or sales, at any exchange broker's board or at the Secured Party's of Lender’s offices or elsewhere at such prices as it may deem best (subject to Section 2.2 and the last sentence of this Section 5)best, for cash or on credit or for future delivery without assumption of any credit risk. The Secured Party Lender shall have the right upon any such public sale or sales to purchase the whole or any part of said Collateral so sold. The Secured Party shall pay over apply the net proceeds of any such collection, recovery, receipt, appropriation, realization or sale, after deducting all reasonable costs and expenses incurred therein or incidental to the care, safekeeping or otherwise of any or all of the Collateral or as provided in any way relating to the rights of the Secured Party hereunder, for application on an equal basis to the payment in whole or in part of the Secured ObligationsSection 9(d) hereof, and only after so paying over such net proceeds and after the payment by Lender of any other amount required by any provision of law, including Section 9¬504 (1)(c) of the UCC, need the Secured Party Lender account for the surplus, if any, to IXCPledgor. IXC To the extent permitted by applicable law, Pledgor waives all claims, damages, and demands against Lender arising out of the repossession, retention or sale of the Collateral except such as arise out of the gross negligence or willful misconduct of Lender. Pledgor agrees that neither Secured Party needs to Lender need not give more than thirty ten (3010) days' Business Days’ notice (which notification shall be deemed given when mailed, postage prepaid, addressed to IXC at its address provided pursuant to this Security Agreement) of the time and place of any public sale or of the time after which a private sale may take place and that such notice is reasonable notification of such matters. The Secured Party's exercise Notice of the foregoing rights and remedies is subject to the provisions of Section 2.2 and any transferee (including the Secured Party) of any a potential sale or disposition of the Collateral must agree under this Section 9(a) may be combined with a notice of default in which case the notice period shall be concurrent with and not in additional to any applicable grace period. Pledgor agrees that the sale of the Collateral by either a public or private sale shall be bound by such provisionsdeemed commercially reasonable. LENDER MAY ENFORCE ITS RIGHTS HEREUNDER WITHOUT RESORT TO PRIOR JUDICIAL PROCESS OR JUDICIAL HEARING AND PLEDGOR EXPRESSLY WAIVES, RENOUNCES, AND KNOWINGLY RELINQUISHES ANY LEGAL RIGHT WHICH MIGHT OTHERWISE REQUIRE LENDER TO ENFORCE ITS RIGHTS BY JUDICIAL PROCESS. IN SO PROVIDING FOR A NONJUDICIAL REMEDY, PLEDGOR REPRESENTS THAT SUCH A REMEDY IS RESPONSIVE TO COMMERCIAL NECESSITY AND IS THE RESULT OF BARGAIN AT ARM’S LENGTH. NOTHING HEREIN IS INTENDED TO PREVENT LENDER FROM RESORTING TO JUDICIAL PROCESS AT SUCH PARTY’S OPTION.

REMEDIES; RIGHTS UPON DEFAULT. If (a) In addition to any other rights given to the Secured Parties hereunder, if an Event of Default shall occur and be continuingcontinuing and any Secured Party shall have declared the amounts owing under the Note(s) to be due and payable (or such amounts shall have automatically, become due and payable), all payments received by the Company under or in connection with any of the Collateral shall be subject to the subordination provisions contained in the preceding Section 2, held by the Company in trust for the Secured Parties, shall be segregated from other funds of the Company and shall, if requested by any Secured Party forthwith upon receipt by the Company be turned over to the Secured Parties, in the same form as received by the Company (duly endorsed by the Company to the Secured Parties, if required). If any Event of Default shall occur and be continuing and subject to the subordination provisions of the preceding Section 2, any Secured Party may exercise (in addition to all other rights and remedies granted to it in this Security Agreement) after thirty Agreement or in any other instrument or agreement securing, evidencing or relating to the Obligations or at law or in equity, all rights and remedies of a secured party under the Code. Without limiting the generality of the foregoing, the Company expressly agrees that in any such event, the Secured Parties, without demand of performance or other demand, (30) days notice to IXC (and except the notice specified below of time and place of public or private sale), ) to or upon the Company or any other person may forthwith collect, receive, appropriate and realize upon the Collateral Collateral, or any part thereof, and/or may forthwith sell, lease, assign, give option or options to purchase, or sell or otherwise dispose of and deliver said Collateral (or contract to do so), as the case may be, or any part thereof, in one or more parcels at public or private sale or sales, at any exchange broker's board or at any of the Secured Party's Parties’ offices or elsewhere at such prices as it may deem best (subject to Section 2.2 and the last sentence of this Section 5)best, for cash or on credit or for future delivery without assumption of any credit risk. The Each Secured Party shall have the right upon any such public sale or sales sales, and, to the extent permitted by law, upon any such private sale or sales, to purchase the whole or any part of said Collateral so sold, free of any right or equity of redemption, which equity of redemption the Company hereby releases. The Company further agrees, at any Secured Party’s request, to assemble the Collateral, make it available to one or more of the Secured Parties at places which a Secured Party shall reasonably select, whether at the Company's premises or elsewhere. The Secured Party Parties shall pay over apply the net proceeds of any such collection, recovery, receipt, appropriation, realization or sale, after deducting all reasonable costs and expenses of every kind incurred therein or incidental to the care, safekeeping safe keeping or otherwise of any or all of the Collateral or in any way relating to the rights of the Secured Party Parties hereunder, for application on an equal basis including reasonable attorneys' fees and legal expenses, to the payment in whole or in part of the Secured Obligations, the Company remaining liable for any deficiency remaining unpaid after the application, and only after so paying over such net proceeds need and after the payment by the Secured Party account for Parties of any other amount required by any provision of law. To the surplusextent permitted by applicable law, if anythe Company waives all claims, to IXCdamages, and demands against the Secured Parties arising out of the repossession, retention or sale of the Collateral. IXC The Company agrees that neither a Secured Party needs to need not give more than thirty (30) days' 10 days notice (which notification shall be deemed given when mailed, postage prepaid, addressed to IXC at its address provided pursuant to this Security Agreement) of the time and place of any public sale or of the time after which a private sale may take place and that such notice is reasonable notification of such matters. The Secured Party's exercise Company shall remain liable for any deficiency if the proceeds of any sale or disposition of the foregoing rights and remedies Collateral are insufficient to pay all amounts to which a Secured Party is subject entitled. The Company hereby waives presentment, demand, protest or any notice (to the provisions of Section 2.2 and any transferee (including the Secured Partyextent permitted by applicable law) of any of the Collateral must agree to be bound by such provisionskind in connection with this Security Agreement or any Collateral.

REMEDIES; RIGHTS UPON DEFAULT. If any Default shall occur and be continuing, the Secured Party may exercise (in a) In addition to all other rights and remedies granted to it in under this Security Agreement) after thirty , the Credit Agreement, the other Related Documents and under any other instrument or agreement securing, evidencing or relating to any of the Liabilities, if any Event of Default shall have occurred and be continuing, Agent may exercise all rights and remedies of a secured party under the Code. Without limiting the generality of the foregoing, Grantor expressly agrees that in any such event Agent, without demand of performance or other demand, advertisement or notice of any kind (30) days notice to IXC (and except the notice specified below of time and place of public or private sale) to or upon Grantor or any other Person (all and each of which demands, advertisements and notices are hereby expressly waived to the maximum extent permitted by the Code and other applicable law), may forthwith enter upon the premises of Grantor where any Collateral is located through self-help, without judicial process, without first obtaining a final judgment or giving Grantor or any other Person notice and opportunity for a hearing on Agent's claim or action and may collect, receive, assemble, process, appropriate and realize upon the Collateral Collateral, or any part thereof, and/or and may forthwith sell, lease, assign, give an option or options to purchase, or sell or otherwise dispose of and deliver said Collateral (or contract to do so), as the case may be, or any part thereof, in one or more parcels at a public or private sale or sales, at any exchange broker's board or at the Secured Party's offices or elsewhere at such prices as it may deem best (subject to Section 2.2 and the last sentence of this Section 5)acceptable, for cash or on credit or for future delivery without assumption of any credit risk. The Secured Party Agent shall have the right upon any such public sale or sales and, to the extent permitted by law, upon any such private sale or sales, to purchase for the benefit of Agent, the whole or any part of said Collateral so sold, free of any right or equity of redemption, which equity of redemption Grantor hereby releases. The Secured Party Such sales may be adjourned and continued from time to time with or without notice. Agent shall pay over have the right to conduct such sales on Grantor's premises or elsewhere and shall have the right to use Grantor's premises without charge for such time or times as Agent deems necessary or advisable. Grantor further agrees, at Agent's request, to assemble the Collateral and make it available to Agent at places which Agent shall select, whether at Grantor's premises or elsewhere. Until Agent is able to effect a sale, lease, or other disposition of Collateral, Agent shall have the right to hold or use Collateral, or any part thereof, to the extent that it deems appropriate for the purpose of preserving Collateral or its value or for any other purpose deemed appropriate by Agent. Agent shall have no obligation to Grantor to maintain or preserve the rights of Grantor as against third parties with respect to Collateral while Collateral is in the possession of Agent. Agent may, if it so elects, seek the appointment of a receiver or keeper to take possession of Collateral and to enforce any of Agent's remedies, with respect to such appointment without prior notice or hearing as to such appointment. Agent shall apply the net proceeds of any such collection, recovery, receipt, appropriation, realization or sale, after deducting all reasonable costs and expenses incurred therein or incidental sale to the care, safekeeping or otherwise of any or all of Liabilities as provided in the Collateral or in any way relating to the rights of the Secured Party hereunder, for application on an equal basis to the payment in whole or in part of the Secured ObligationsCredit Agreement, and only after so paying over such net proceeds proceeds, and after the payment by Agent of any other amount required by any provision of law, need the Secured Party Agent account for the surplus, if any, to IXCGrantor. IXC To the maximum extent permitted by applicable law, Grantor waives all claims, damages, and demands against Agent arising out of the repossession, retention or sale of the Collateral except such as arise solely out of the gross negligence or willful misconduct of Agent as finally determined by a court of competent jurisdiction. Grantor agrees that neither Secured Party needs to give more than thirty ten (3010) days' days prior notice (which notification shall be deemed given when mailed, postage prepaid, addressed to IXC at its address provided pursuant to this Security Agreement) by Agent of the time and place of any public sale or of the time after which a private sale may take place and that such notice is reasonable notification of such matters. The Secured Party's exercise of Grantor shall remain liable for any deficiency if the foregoing rights and remedies is subject to the provisions of Section 2.2 and any transferee (including the Secured Party) proceeds of any sale or disposition of the Collateral must agree are insufficient to be bound pay all Liabilities, including any attorneys' fees and other expenses incurred by Agent to collect such provisionsdeficiency.

REMEDIES; RIGHTS UPON DEFAULT. If any Default shall occur and be continuing, the Secured Party may exercise (in a) In addition to all other rights and remedies granted to it in under this Security Agreement) after thirty , the Credit Agreement, the other Loan Documents and under any other instrument or agreement securing, evidencing or relating to any of the Obligations, if any Event of Default shall have occurred and be continuing, Agent may exercise all rights and remedies of a secured party under the UCC. Without limiting the generality of the foregoing, Grantor expressly agrees that in any such event Agent, without demand of performance or other demand, advertisement or notice of any kind (30) days notice to IXC (and except the notice specified below of time and place of public or private sale) to or upon Grantor or any other Person (all and each of which demands, advertisements and notices are hereby expressly waived to the maximum extent permitted by the UCC and other applicable law), may forthwith enter upon the premises of Grantor where any Collateral is located through self-help, without judicial process, without first obtaining a final judgment or giving Grantor or any other Person notice and opportunity for a hearing on Agent’s claim or action and may collect, receive, assemble, process, appropriate and realize upon the Collateral Collateral, or any part thereof, and/or and may forthwith sell, lease, license, assign, give an option or options to purchase, or sell or otherwise dispose of and deliver said Collateral (or contract to do so), as the case may be, or any part thereof, in one or more parcels at a public or private sale or sales, at any exchange broker's board or at the Secured Party's offices or elsewhere at such prices as it may deem best (subject to Section 2.2 and the last sentence of this Section 5)acceptable, for cash or on credit or for future delivery without assumption of any credit risk. The Secured Party Agent or any Lender shall have the right upon any such public sale or sales and, to the extent permitted by law, upon any such private sale or sales, to purchase for the benefit of Agent and Lenders, the whole or any part of said Collateral so sold. The Secured Party shall pay over the net proceeds , free of any right or equity of redemption, which equity of redemption Grantor hereby releases. Such sales may be adjourned and continued from time to time with or without notice. Agent shall have the right to conduct such collection, recovery, receipt, appropriation, realization sales on Grantor’s premises or sale, after deducting all reasonable costs elsewhere and expenses incurred therein shall have the right to use Grantor’s premises without charge for such time or incidental to the care, safekeeping times as Agent deems necessary or otherwise of any or all of the Collateral or in any way relating to the rights of the Secured Party hereunder, for application on an equal basis to the payment in whole or in part of the Secured Obligations, and only after such net proceeds need the Secured Party account for the surplus, if any, to IXC. IXC agrees that neither Secured Party needs to give more than thirty (30) days' notice (which notification shall be deemed given when mailed, postage prepaid, addressed to IXC at its address provided pursuant to this Security Agreement) of the time and place of any public sale may take place and that such notice is reasonable notification of such matters. The Secured Party's exercise of the foregoing rights and remedies is subject to the provisions of Section 2.2 and any transferee (including the Secured Party) of any of the Collateral must agree to be bound by such provisionsadvisable.

REMEDIES; RIGHTS UPON DEFAULT. If any Default shall occur and be continuing, the Secured Party may exercise (in a) In addition to all other rights and remedies authorized or granted to it in under this Security Agreement) after thirty , the Purchase Agreement, the Notes and under any other instrument or agreement securing, evidencing or relating to any of the Secured Obligations, if any Default shall have occurred and be continuing, Investors may exercise all rights and remedies of a secured party under the Code (30) days whether or not in effect in the jurisdiction where such rights are exercised). Without limiting the generality of the foregoing, each Grantor expressly agrees that in any such event Investors, without demand of performance or other demand, advertisement or notice to IXC of any kind (and except the notice specified below of time and place of public or private sale) to or upon such Grantor or any other Person (all and each of which demands, advertisements and notices are hereby expressly waived to the maximum extent permitted by the Code and other applicable law), may forthwith enter upon the premises of such Grantor where any Collateral is located through self-help, without judicial process, without first obtaining a final judgment or giving such Grantor or any other Person notice and opportunity for a hearing on Investors’ claim or action and may collect, receive, assemble, process, appropriate and realize upon the Collateral Collateral, or any part thereof, and/or and, following the delivery of notice to Grantor may forthwith sell, lease, license, assign, give an option or options to purchase, or sell or otherwise dispose of and deliver said Collateral (or contract to do so), as the case may be, or any part thereof, in one or more parcels at a public or private sale or sales, at any exchange broker's board or at the Secured Party's offices or elsewhere at such prices as it may deem best (subject to Section 2.2 and the last sentence of this Section 5)acceptable, for cash or on credit or for future delivery without assumption of any credit risk. The Secured Party Investors shall have the right upon any such public sale or sales and, to the extent permitted by law, upon any such private sale or sales, to purchase for the benefit of Investors, the whole or any part of said Collateral so sold, free of any right or equity of redemption, which equity of redemption each Grantor hereby releases. The Secured Party Such sales may be adjourned and continued from time to time with or without notice. Investors shall pay over have the right to conduct such sales on any Grantor’s premises or elsewhere and shall have the right to use any Grantor’s premises without charge for such time or times as Investors deems necessary or advisable. If any Default shall have occurred and be continued, each Grantor further agrees, at Investors’ request, to assemble the Collateral and make it available to Investors at a place or places designated by Investors which are reasonably convenient to Investors and such Grantor, whether at such Grantor’s premises or elsewhere. Until Investors are able to effect a sale, lease, or other disposition of Collateral, Investors shall have the right to hold or use Collateral, or any part thereof, to the extent that it deems appropriate for the purpose of preserving Collateral or its value or for any other purpose deemed appropriate by Investors. Investors shall have no obligation to any Grantor to maintain or preserve the rights of such Grantor as against third parties with respect to Collateral while Collateral is in the possession of Investors. Investors may, if they so elect, seek the appointment of a receiver or keeper to take possession of Collateral and to enforce any of Investors’ remedies (for the benefit of Investors and Investors), with respect to such appointment without prior notice or hearing as to such appointment. Investors shall apply the net proceeds of any such collection, recovery, receipt, appropriation, realization or sale, after deducting all reasonable costs and expenses incurred therein or incidental sale to the care, safekeeping or otherwise of any or all of Secured Obligations as provided in the Collateral or in any way relating to the rights of the Secured Party hereunder, for application on an equal basis to the payment in whole or in part of the Secured ObligationsPurchase Agreement, and only after so paying over such net proceeds proceeds, and after the payment by Investors of any other amount required by any provision of law, need the Secured Party Investors account for the surplus, if any, to IXCany Grantor. IXC To the maximum extent permitted by applicable law, each Grantor waives all claims, damages, and demands against Investors or any Investor arising out of the repossession, retention or sale of the Collateral except such as arise solely out of the gross negligence or willful misconduct of Investors or such Investor as finally determined by a court of competent jurisdiction. Each Grantor agrees that neither Secured Party needs to give more than thirty ten (3010) days' days prior notice (which notification shall be deemed given when mailed, postage prepaid, addressed to IXC at its address provided pursuant to this Security Agreement) by Investors of the time and place of any public sale or of the time after which a private sale may take place and that such notice is reasonable notification of such matters. The Secured Party's exercise of Each Grantor shall remain liable for any deficiency if the foregoing rights and remedies is subject to the provisions of Section 2.2 and any transferee (including the Secured Party) proceeds of any sale or disposition of the Collateral must agree are insufficient to be bound pay all Secured Obligations, including any reasonable attorneys’ fees and other expenses incurred by Investors or any Investor to collect such provisionsdeficiency.

REMEDIES; RIGHTS UPON DEFAULT. If any Default shall occur and be continuing, the Secured Party may exercise (in a) In addition to all other rights and remedies granted to it in under this Security Agreement) after thirty , the other Note Documents and under any other instrument or agreement securing, evidencing or relating to any of the Secured Obligations, if any Event of Default shall have occurred and be continuing, the Collateral Agent may exercise all rights and remedies of a secured party under the Code. Without limiting the generality of the foregoing, the Debtors expressly agree that in any such event the Collateral Agent, on behalf of the Secured Parties, without demand of performance or other demand, advertisement or notice of any kind (30) days notice to IXC (and except the notice specified below of time and place of public or private sale) to or upon the Debtors or any other Person (all and each of which demands, advertisements and notices are hereby expressly waived to the maximum extent permitted by the Code and other applicable law), may forthwith enter upon the premises of the Debtors where any Collateral is located through self-help, without judicial process, without first obtaining a final judgment or giving the Debtors or any other Person notice and opportunity for a hearing on the Secured Parties’ claim or action and may collect, receive, assemble, process, appropriate and realize upon the Collateral Collateral, or any part thereof, and/or and may forthwith sell, lease, license, assign, give an option or options to purchase, or sell or otherwise dispose of and deliver said Collateral (or contract to do so), as the case may be, or any part thereof, in one or more parcels at a public or private sale or sales, at any exchange broker's board or at the Secured Party's offices or elsewhere at such prices as it may deem best (subject to Section 2.2 and the last sentence of this Section 5)acceptable, for cash or on credit or for future delivery without assumption of any credit risk. The Secured Party Collateral Agent shall have the right upon any such public sale or sales and, to the extent permitted by law, upon any such private sale or sales, to purchase for the benefit of the Secured Parties, the whole or any part of said Collateral so sold, free of any right or equity of redemption, which equity of redemption the Debtors hereby release. Such sales may be adjourned and continued from time to time with or without notice. The Collateral Agent shall have the right to conduct such sales on the Debtors’ premises or elsewhere and shall have the right to use the Debtors’ premises without charge for such time or times as the Collateral Agent deems necessary or advisable. If any Event of Default shall have occurred and be continuing, the Debtors further agree, at the Collateral Agent’s request, to assemble the Collateral and make it available to the Collateral Agent at a place or places designated by the Collateral Agent which are reasonably convenient to the Collateral Agent and the Debtors, whether at the Debtors’ premises or elsewhere. Until the Collateral Agent is able to affect a sale, lease, or other disposition of Collateral, the Collateral Agent shall have the right to hold or use Collateral, or any part thereof, to the extent that it deems appropriate for the purpose of preserving Collateral or its value or for any other purpose deemed appropriate by the Collateral Agent. The Collateral Agent shall have no obligation to the Debtors to maintain or preserve the rights of the Debtors as against third parties with respect to Collateral while Collateral is in the possession of the Collateral Agent. The Collateral Agent may, if they so elect, seek the appointment of a receiver or keeper to take possession of Collateral and to enforce any of the Secured Party Parties’ or Collateral Agent’s remedies, with respect to such appointment without prior notice or hearing as to such appointment. The Collateral Agent shall pay over apply the net proceeds of any such collection, recovery, receipt, appropriation, realization or sale, after deducting all reasonable costs and expenses incurred therein or incidental sale to the care, safekeeping or otherwise of any or all of Secured Obligations as provided in the Collateral or in any way relating to the rights of the Secured Party hereunder, for application on an equal basis to the payment in whole or in part of the Secured ObligationsNote Documents, and only after so paying over such net proceeds proceeds, and after the payment by the Collateral Agent of any other amount required by any provision of law, need the Secured Party Collateral Agent account for the surplus, if any, to IXCthe Debtors. IXC agrees that neither To the maximum extent permitted by applicable law, the Debtors hereby waive all claims, damages, and demands against the Secured Parties and the Collateral Agent arising out of the repossession, retention or sale of the Collateral except such as arise solely out of the gross negligence or willful misconduct of such Secured Party needs to give more than thirty or Collateral Agent as finally determined by a court of competent jurisdiction. The Debtors agree that ten (3010) days' days prior notice (which notification shall be deemed given when mailed, postage prepaid, addressed to IXC at its address provided pursuant to this Security Agreement) by the Collateral Agent of the time and place of any public sale or of the time after which a private sale may take place and that such notice is reasonable notification of such matters. The Secured Party's exercise of Debtors shall remain liable for any deficiency if the foregoing rights and remedies is subject to the provisions of Section 2.2 and any transferee (including the Secured Party) proceeds of any sale or disposition of the Collateral must agree are insufficient to be bound pay all Secured Obligations, including any attorneys’ fees and other expenses incurred by the Collateral Agent to collect such provisionsdeficiency.

REMEDIES; RIGHTS UPON DEFAULT. (a) If any Default or Event of Default shall occur and be continuing, the Secured Party Lender may exercise (in addition to all other rights and remedies granted to it in this Security Agreement) after thirty Agreement and in any other instrument or agreement securing, evidencing or relating to the Secured Obligations, all rights and remedies of a secured party under the UCC. Without limiting the generality of the foregoing, each Grantor expressly agrees that in any such event Lender, without demand of performance or other demand, advertisement or notice of any kind (30) days notice to IXC (and except the notice specified below of time and place of public or private sale) to or upon such Grantor or any other person (all and each of which demands, advertisements and/or notices are hereby expressly waived to the maximum extent permitted by the UCC and other applicable law), may forthwith collect, receive, appropriate and realize upon the Collateral Collateral, or any part thereof, and/or may forthwith sell, lease, assign, give an option or options to purchase, or sell or otherwise dispose of and deliver said Collateral (or contract to do so), as the case may be, or any part thereof, in one or more parcels at public or private sale or sales, at any exchange or broker's board or at the Secured Partyany of Lender's offices or elsewhere at such prices as it may deem best (subject to Section 2.2 and the last sentence of this Section 5)best, for cash or on credit or for future delivery without assumption of any credit risk. The Secured Party Lender shall have the right upon any such public sale or sales sales, and, to the extent permitted by law, upon any such private sale or sales, to purchase the whole or any part of said Collateral so sold, free of any right or equity of redemption, which equity of redemption such Grantor hereby releases. Each Grantor further agrees, at Lender's request, to assemble the Collateral and make it available to Lender at places which Lender shall reasonably select, whether at such Grantor's premises or elsewhere. The Secured Party Lender shall pay over apply the net proceeds of any such collection, recovery, receipt, appropriation, realization or sale, as provided in Section 8(d) hereof, such Grantor remaining liable for any deficiency remaining unpaid after deducting all reasonable costs and expenses incurred therein or incidental to the care, safekeeping or otherwise of any or all of the Collateral or in any way relating to the rights of the Secured Party hereunder, for application on an equal basis to the payment in whole or in part of the Secured Obligationssuch application, and only after so paying over such net proceeds and after the payment by Lender of any other amount required by any provision of law, including section 9.504(1)(c) of the UCC, need the Secured Party Lender account for the surplus, if any, to IXCsuch Grantor. IXC To the maximum extent permitted by applicable law, each Grantor waives all claims, damages, and demands against Lender arising out of the repossession, retention or sale of the Collateral except such as arise out of the gross negligence or wilful misconduct of Lender. Each Grantor agrees that neither Secured Party needs to the Lender need not give more than thirty ten (3010) days' notice (which notification shall be deemed given when mailedmailed or delivered on an overnight basis, postage prepaid, addressed to IXC such Grantor at its address provided pursuant referred to this Security Agreementin Section 11 hereof) of the time and place of any public sale or of the time after which a private sale may take place and that such notice is reasonable notification of such matters. The Secured Party's exercise of Each Grantor shall remain liable for any deficiency if the foregoing rights and remedies is subject to the provisions of Section 2.2 and any transferee (including the Secured Party) proceeds of any sale or disposition of the Collateral must agree are insufficient to be bound pay all amounts to which Lender is entitled, such Grantor also being liable for the fees of any attorneys employed by Lender to collect such provisionsdeficiency.

REMEDIES; RIGHTS UPON DEFAULT. (a) Upon the occurrence of any Event of Default, Agent or Agent’s designee may, at Agent’s option, elect to become the substituted partner in any Issuer with respect to the Pledged Collateral and Pledgors shall execute or cause to be executed all documents necessary to evidence Agent so becoming substituted partner. If any Event of Default shall occur and be continuingoccur, the Secured Party Agent or Agent’s designee may exercise (in addition to all other rights and remedies granted to it them in this Security Agreement) after thirty Pledge Agreement and in any other instrument or agreement securing, evidencing or relating to the Obligations, all rights and remedies of a secured party under the UCC. Without limiting the generality of the foregoing, each Pledgor expressly agrees that in any such event Agent, without demand of performance or other demand, advertisement or notice of any kind (30) days notice to IXC (and except the notice specified below of time and place of public or private sale) to or upon any Pledgor or any other person (all and each of which demands, advertisements and/or notices are hereby expressly waived), may forthwith collect, receive, appropriate and realize upon the Collateral Pledged Collateral, or any part thereof, and/or may forthwith sell, lease, assign, give option or options to purchase, or sell or otherwise dispose of and deliver said Pledged Collateral (or contract to do so), as the case may be, or any part thereof, in one or more parcels at public or private sale or sales, at any exchange or broker's ’s board or at the Secured Party's any of Agent’s offices or elsewhere at such prices as it may deem best (subject to Section 2.2 and the last sentence of this Section 5)best, for cash or on credit or for future delivery without the assumption of any credit risk. The Secured Party Each Pledgor expressly acknowledges that private sales may be less favorable to a seller than public sales but that private sales shall nevertheless be deemed commercially reasonable and otherwise permitted hereunder. In view of the fact that federal and state securities laws and/or other applicable laws may impose certain restrictions on the method by which a sale of the Pledged Collateral may be effected, each Pledgor agrees that upon the occurrence of an Event of Default, Agent may, from time to time, attempt to sell all or any part of the Pledged Collateral by means of a private placement, restricting the prospective purchasers to those who will represent and agree that they are purchasing for investment only and not for distribution. In so doing, Agent may solicit offers to buy the Pledged Collateral, or any part thereof, for cash, from a limited number of investors deemed by Agent in its judgment, to be financially responsible parties who might be interested in purchasing the Pledged Collateral, and if Agent solicits such offers, then the acceptance by Agent of the highest offer obtained therefrom shall be deemed to be a commercially reasonable method of disposing of the Pledged Collateral. Agent or Agent’s designee shall have the right upon any such public sale or sales sales, and, to the extent permitted by law, upon any such private sale or sales, to purchase the whole or any part of said Pledged Collateral so sold, free of any right or equity of redemption, which equity of redemption each Pledgor hereby releases. The Secured Party Each Pledgor further agrees, at the request of Agent, to assemble the Pledged Collateral and make it available to Agent at places which Agent shall pay over reasonably select, whether at such Pledgor’s premises or elsewhere. Agent shall apply the net proceeds of any such collection, recovery, receipt, appropriation, realization or sale, sale as provided in Section 10(d) of this Pledge Agreement. Only after deducting all reasonable costs and expenses incurred therein or incidental to the care, safekeeping or otherwise of any or all of the Collateral or in any way relating to the rights of the Secured Party hereunder, for application on an equal basis to the payment in whole or in part of the Secured Obligations, and only after so paying over such net proceeds and after the payment by Agent of any other amount required by any provision of law, including Section 9-608(a)(1)(C) of the UCC, need the Secured Party Agent account for the surplus, if any, to IXCany Pledgor. IXC agrees that neither Secured Party needs to give more than thirty (30) days' notice (which To the extent permitted by applicable law, each Pledgor waives all claims, damages, and demands against Agent arising out of the repossession, retention or sale of the Pledged Collateral except in each case such as arise out of the gross negligence or willful misconduct of Agent. Any notification shall of intended disposition of any of the Pledged Collateral required by law will be deemed to be a reasonable authenticated notification of disposition if given when mailedat least ten (10) days prior to such disposition and such notice shall (i) describe Agent and the applicable Pledgor, postage prepaid(ii) describe the Pledged Collateral that is the subject of the intended disposition, addressed (iii) state the method of the intended disposition, (iv) state that the applicable Pledgor is entitled to IXC at its address provided pursuant to this Security Agreementan accounting of the Obligations and state the charge, if any, for an accounting and (v) of state the time and place of any public disposition or the time after which any private sale is to be made. Agent may take place and disclaim any warranties that such notice is reasonable notification of such matters. The Secured Party's exercise might arise in connection with the sale, lease or other disposition of the foregoing rights Pledged Collateral and remedies is subject has no obligation to the provisions of Section 2.2 and provide any transferee (including the Secured Party) of any of the Collateral must agree to be bound by warranties at such provisionstime.

REMEDIES; RIGHTS UPON DEFAULT. If any Default shall occur and be continuing, the Secured Party may exercise (in a) In addition to all other rights and remedies authorized or granted to it in under this Security Agreement) after thirty , the Purchase Agreement, the Notes and under any other instrument or agreement securing, evidencing or relating to any of the Secured Obligations, if any Default shall have occurred and be continuing, Collateral Agent may exercise all rights and remedies of a secured party under the Code (30) days whether or not in effect in the jurisdiction where such rights are exercised). Without limiting the generality of the foregoing, each Grantor expressly agrees that in any such event Collateral Agent, without demand of performance or other demand, advertisement or notice to IXC of any kind (and except the notice specified below of time and place of public or private sale) to or upon such Grantor or any other Person (all and each of which demands, advertisements and notices are hereby expressly waived to the maximum extent permitted by the Code and other applicable law), may forthwith enter upon the premises of such Grantor where any Collateral is located through self-help, without judicial process, without first obtaining a final judgment or giving such Grantor or any other Person notice and opportunity for a hearing on Collateral Agent’s claim or action and may collect, receive, assemble, process, appropriate and realize upon the Collateral Collateral, or any part thereof, and/or and, following the delivery of notice to Grantor may forthwith sell, lease, license, assign, give an option or options to purchase, or sell or otherwise dispose of and deliver said Collateral (or contract to do so), as the case may be, or any part thereof, in one or more parcels at a public or private sale or sales, at any exchange broker's board or at the Secured Party's offices or elsewhere at such prices as it may deem best (subject to Section 2.2 and the last sentence of this Section 5)acceptable, for cash or on credit or for future delivery without assumption of any credit risk. The Secured Party Collateral Agent or any Investor shall have the right upon any such public sale or sales and, to the extent permitted by law, upon any such private sale or sales, to purchase for the benefit of Collateral Agent and Investors, the whole or any part of said Collateral so sold, free of any right or equity of redemption, which equity of redemption each Grantor hereby releases. The Secured Party Such sales may be adjourned and continued from time to time with or without notice. Collateral Agent shall pay over have the right to conduct such sales on any Grantor’s premises or elsewhere and shall have the right to use any Grantor’s premises without charge for such time or times as Collateral Agent deems necessary or advisable. If any Default shall have occurred and be continued, each Grantor further agrees, at Collateral Agent’s request, to assemble the Collateral and make it available to Collateral Agent at a place or places designated by Collateral Agent which are reasonably convenient to Collateral Agent and such Grantor, whether at such Grantor’s premises or elsewhere. Until Collateral Agent is able to effect a sale, lease, or other disposition of Collateral, Collateral Agent shall have the right to hold or use Collateral, or any part thereof, to the extent that it deems appropriate for the purpose of preserving Collateral or its value or for any other purpose deemed appropriate by Collateral Agent. Collateral Agent shall have no obligation to any Grantor to maintain or preserve the rights of such Grantor as against third parties with respect to Collateral while Collateral is in the possession of Collateral Agent. Collateral Agent may, if it so elects, seek the appointment of a receiver or keeper to take possession of Collateral and to enforce any of Collateral Agent’s remedies (for the benefit of Collateral Agent and Investors), with respect to such appointment without prior notice or hearing as to such appointment. Collateral Agent shall apply the net proceeds of any such collection, recovery, receipt, appropriation, realization or sale, after deducting all reasonable costs and expenses incurred therein or incidental sale to the care, safekeeping or otherwise of any or all of Secured Obligations as provided in the Collateral or in any way relating to the rights of the Secured Party hereunder, for application on an equal basis to the payment in whole or in part of the Secured ObligationsPurchase Agreement, and only after so paying over such net proceeds proceeds, and after the payment by Collateral Agent of any other amount required by any provision of law, need the Secured Party Collateral Agent account for the surplus, if any, to IXCany Grantor. IXC To the maximum extent permitted by applicable law, each Grantor waives all claims, damages, and demands against Collateral Agent or any Investor arising out of the repossession, retention or sale of the Collateral except such as arise solely out of the gross negligence or willful misconduct of Collateral Agent or such Investor as finally determined by a court of competent jurisdiction. Each Grantor agrees that neither Secured Party needs to give more than thirty ten (3010) days' days prior notice (which notification shall be deemed given when mailed, postage prepaid, addressed to IXC at its address provided pursuant to this Security Agreement) by Collateral Agent of the time and place of any public sale or of the time after which a private sale may take place and that such notice is reasonable notification of such matters. The Secured Party's exercise of Each Grantor shall remain liable for any deficiency if the foregoing rights and remedies is subject to the provisions of Section 2.2 and any transferee (including the Secured Party) proceeds of any sale or disposition of the Collateral must agree are insufficient to be bound pay all Secured Obligations, including any reasonable attorneys’ fees and other expenses incurred by Collateral Agent or any Investor to collect such provisionsdeficiency.

REMEDIES; RIGHTS UPON DEFAULT. If any Default shall occur and be continuing, the Secured Party may exercise (in a) In addition to all other rights and remedies granted to it in under this Security Agreement) after thirty , the Credit Agreement, the Loan Documents and under any other instrument or agreement securing, evidencing or relating to any of the Obligations, if any Event of Default shall have occurred and be continuing, Agent may exercise all rights and remedies of a secured party under the Code. Without limiting the generality of the foregoing, Grantor expressly agrees that in any such event Agent, without demand of performance or other demand, advertisement or notice of any kind (30) days notice to IXC (and except the notice specified below of time and place of public or private sale) to or upon Grantor or any other Person (all and each of which demands, advertisements and notices are hereby expressly waived to the maximum extent permitted by the Code and other applicable law), may forthwith enter upon the premises of Grantor where any Collateral is located through self-help, without judicial process, without first obtaining a final judgment or giving Grantor or any other Person notice and opportunity for a hearing on Agent's claim or action and may collect, receive, assemble, process, appropriate and realize upon the Collateral Collateral, or any part thereof, and/or and may forthwith sell, lease, assign, give an option or options to purchase, or sell or otherwise dispose of and deliver said Collateral (or contract to do so), as the case may be, or any part thereof, in one or more parcels at a public or private sale or sales, at any exchange broker's board or at the Secured Party's offices or elsewhere at such prices as it may deem best (subject to Section 2.2 and the last sentence of this Section 5)acceptable, for cash or on credit or for future delivery without assumption of any credit risk. The Secured Party Agent or any Lender shall have the right upon any such public sale or sales and, to the extent permitted by law, upon any such private sale or sales, to purchase for the benefit of Agent and Lenders, the whole or any part of said Collateral so sold, free of any right or equity of redemption, which equity of redemption Grantor hereby releases. The Secured Party Such sales may be adjourned and continued from time to time with or without notice. Agent shall pay over have the right to conduct such sales on Grantor's premises or elsewhere and shall have the right to use Grantor's premises without charge for such time or times as Agent deems necessary or advisable. Grantor further agrees, at Agent's request, to assemble the Collateral and make it available to Agent at places which Agent shall select, whether at Grantor's premises or elsewhere. Until Agent is able to effect a sale, lease, or other disposition of Collateral, Agent shall have the right to hold or use Collateral, or any part thereof, to the extent that it deems appropriate for the purpose of preserving Collateral or its value or for any other purpose deemed appropriate by Agent. Agent shall have no obligation to Grantor to maintain or preserve the rights of Grantor as against third parties with respect to Collateral while Collateral is in the possession of Agent. Agent may, if it so elects, seek the appointment of a receiver or keeper to take possession of Collateral and to enforce any of Agent's remedies (for the benefit of Agent and Lenders), with respect to such appointment without prior notice or hearing as to such appointment. Agent shall apply the net proceeds of any such collection, recovery, receipt, appropriation, realization or sale, after deducting all reasonable costs and expenses incurred therein or incidental sale to the care, safekeeping or otherwise of any or all of Obligations as provided in the Collateral or in any way relating to the rights of the Secured Party hereunder, for application on an equal basis to the payment in whole or in part of the Secured ObligationsCredit Agreement, and only after so paying over such net proceeds proceeds, and after the payment by Agent of any other amount required by any provision of law, need the Secured Party Agent account for the surplus, if any, to IXCGrantor. IXC To the maximum extent permitted by applicable law, Grantor waives all claims, damages, and demands against Agent or any Lender arising out of the repossession, retention or sale of the Collateral except to the extent such arise out of the gross negligence or willful misconduct of Agent or such Lender as finally determined by a court of competent jurisdiction. Grantor agrees that neither Secured Party needs to give more than thirty ten (3010) days' prior written notice (which notification shall be deemed given when mailed, postage prepaid, addressed to IXC at its address provided pursuant to this Security Agreement) by Agent of the time and place of any public sale or of the time after which a private sale may take place and that such notice is reasonable notification of such matters. The Secured Party's exercise of Grantor shall remain liable for any deficiency if the foregoing rights and remedies is subject to the provisions of Section 2.2 and any transferee (including the Secured Party) proceeds of any sale or disposition of the Collateral must agree are insufficient to be bound pay all Obligations, including any attorneys' fees or other expenses incurred by Agent or any Lender to collect such provisionsdeficiency.

REMEDIES; RIGHTS UPON DEFAULT. (a) If any Default or Event of Default shall occur and be continuing, the Secured Party may exercise (in addition to all other rights and remedies granted to it in this Security Agreement) after thirty Agreement and in any other instrument or agreement securing, evidencing or relating to the Secured Obligations, all rights and remedies of a secured party under the UCC. Without limiting the generality of the foregoing, Company expressly agrees that in any such event Secured Party, without demand of performance or other demand, advertisement or notice of any kind (30) days notice to IXC (and except the notice specified below of time and place of public or private sale) to or upon Company or any other person (all and each of which demands, advertisements and/or notices are hereby expressly waived to the maximum extent permitted by the UCC and other applicable law), may forthwith collect, receive, appropriate and realize upon the Collateral Collateral, or any part thereof, and/or may forthwith sell, lease, assign, give an option or options to purchase, or sell or otherwise dispose of and deliver said Collateral (or contract to do so), as the case may be, or any part thereof, in one or more parcels at public or private sale or sales, at any exchange or broker's board or at the any of Secured Party's offices or elsewhere at such prices as it may deem best (subject to Section 2.2 and the last sentence of this Section 5)best, for cash or on credit or for future delivery without assumption of any credit risk. The Secured Party shall have the right upon any such public sale or sales sales, and, to the extent permitted by law, upon any such private sale or sales, to purchase the whole or any part of said Collateral so sold, free of any right or equity of redemption, which equity of redemption Company hereby releases. The Company further agrees, at Secured Party's request, to assemble the Collateral and make it available to Secured Party at places which Secured Party shall pay over reasonably select, whether at Company's premises or elsewhere. Secured Party shall apply the net proceeds of any such collection, recovery, receipt, appropriation, realization or sale, as provided in Section 8(d) hereof, Company remaining liable for any deficiency remaining unpaid after deducting all reasonable costs and expenses incurred therein or incidental to the care, safekeeping or otherwise of any or all of the Collateral or in any way relating to the rights of the Secured Party hereunder, for application on an equal basis to the payment in whole or in part of the Secured Obligationssuch application, and only after so paying over such net proceeds and after the payment by Secured Party of any other amount required by any provision of law, including Section 9-504(1)(c) of the UCC, need the Secured Party account for the surplus, if any, to IXCCompany. IXC To the maximum extent permitted by applicable law, Company waives all claims, damages, and demands against Secured Party arising out of the repossession, retention or sale of the Collateral except such as arise out of the gross negligence or wilful misconduct of Secured Party. Company agrees that neither Secured Party needs to need not give more than thirty ten (3010) days' notice (which notification shall be deemed given when mailed, postage prepaid, addressed to IXC at its address provided pursuant to this Security Agreement) of the time and place of any public sale may take place and that such notice is reasonable notification of such matters. The Secured Party's exercise of the foregoing rights and remedies is subject to the provisions of Section 2.2 and any transferee (including the Secured Party) of any of the Collateral must agree to be bound by such provisions.'

REMEDIES; RIGHTS UPON DEFAULT. If any Default shall occur and be continuing, the Secured Party may exercise (in a) In addition to all other rights and remedies granted to it in under this Security Agreement) after thirty , the Indenture, and under any other instrument or agreement securing, evidencing or relating to any of the Obligations, and subject to the terms of the Intercreditor Agreement, if any Event of Default shall have occurred and be continuing, Agent may exercise all rights and remedies of a secured party under the UCC. Without limiting the generality of the foregoing, each Grantor expressly agrees that in any such event Agent, without demand of performance or other demand, advertisement or notice of any kind (30) days notice to IXC (and except the notice specified below of time and place of public or private sale) to or upon such Grantor or any other Person (all and each of which demands, advertisements and notices are hereby expressly waived to the maximum extent permitted by the UCC and other applicable law), may forthwith enter upon the premises of such Grantor where any Collateral is located through self-help, without judicial process, without first obtaining a final judgment or giving such Grantor or any other Person notice and opportunity for a hearing on Agent's claim or action and may collect, receive, assemble, process, appropriate and realize upon the Collateral Collateral, or any part thereof, and/or and may forthwith sell, lease, license, assign, give an option or options to purchase, or sell or otherwise dispose of and deliver said Collateral (or contract to do so), as the case may be, or any part thereof, in one or more parcels at a public or private sale or sales, at any exchange broker's board or at the Secured Party's offices or elsewhere at such prices as it may deem best (subject to Section 2.2 and the last sentence of this Section 5)acceptable, for cash or on credit or for future delivery without assumption of any credit risk. The Secured Party Agent, the Trustee or any Holder shall have the right upon any such public sale or sales and, to the extent permitted by law, upon any such private sale or sales, to purchase for the benefit of Agent, the Trustee and Holders, the whole or any part of said Collateral so sold. The Secured Party shall pay over the net proceeds , free of any right or equity of redemption, which equity of redemption each Grantor hereby releases. Such sales may be adjourned and continued from time to time with or without notice. Agent shall have the right to conduct such collection, recovery, receipt, appropriation, realization sales on the Grantors' premises or sale, after deducting all reasonable costs elsewhere and expenses incurred therein shall have the right to use the Grantors' premises without charge for such time or incidental to the care, safekeeping times as Agent reasonably deems necessary or otherwise of any or all of the Collateral or in any way relating to the rights of the Secured Party hereunder, for application on an equal basis to the payment in whole or in part of the Secured Obligations, and only after such net proceeds need the Secured Party account for the surplus, if any, to IXC. IXC agrees that neither Secured Party needs to give more than thirty (30) days' notice (which notification shall be deemed given when mailed, postage prepaid, addressed to IXC at its address provided pursuant to this Security Agreement) of the time and place of any public sale may take place and that such notice is reasonable notification of such matters. The Secured Party's exercise of the foregoing rights and remedies is subject to the provisions of Section 2.2 and any transferee (including the Secured Party) of any of the Collateral must agree to be bound by such provisionsadvisable.

REMEDIES; RIGHTS UPON DEFAULT. If any Default shall occur and be continuing, the Secured Party may exercise (in a) In addition to all other rights and remedies granted to it in under this Security Agreement) after thirty , the Secured Promissory Note and under any other instrument or agreement securing, evidencing or relating to any of the Obligations, if any Event of Default shall have occurred and be continuing, Secured Party may exercise all rights and remedies of a secured party under the Code. Without limiting the generality of the foregoing, Grantor expressly agrees that in any such event Secured Party, without demand of performance or other demand, advertisement or notice of any kind (30) days notice to IXC (and except the notice specified below of time and place of public or private sale) to or upon Grantor, NL or any other Person (all and each of which demands, advertisements and notices are hereby expressly waived to the maximum extent permitted by the Code and other applicable law), may forthwith enter upon the premises of Grantor or NL where any Collateral is located through self-help, without judicial process, without first obtaining a final judgment or giving Grantor, NL or any other Person notice and opportunity for a hearing on Secured Party’s claim or action, and may collect, receive, assemble, process, appropriate and realize upon the Collateral Collateral, or any part thereof, and/or and may forthwith sell, lease, license, assign, give an option or options to purchase, or sell or otherwise dispose of and deliver said Collateral (or contract to do so), as the case may be, or any part thereof, in one or more parcels at a public or private sale or sales, at any exchange broker's board or at the Secured Party's offices or elsewhere at such prices as it may deem best (subject to Section 2.2 and the last sentence of this Section 5)acceptable, for cash or on credit or for future delivery without assumption of any credit risk. The Secured Party shall have the right upon any such public sale or sales and, to the extent permitted by law, upon any such private sale or sales, to purchase the whole or any part of said Collateral so sold, free of any right or equity of redemption, which equity of redemption Grantor hereby releases. The Such sales may be adjourned and continued from time to time with or without notice. Secured Party shall pay over have the right to conduct such sales on Grantor’s premises or elsewhere and shall have the right to use Grantor’s premises without charge for such time or times as Secured Party deems necessary or advisable. If any Event of Default shall have occurred and be continuing, Grantor and NL further agree, at Secured Party’s request, to assemble the Collateral and make it available to Secured Party at a place or places designated by Secured Party which are reasonably convenient to Secured Party, NL and Grantor, whether at Grantor’s premises or elsewhere. Until Secured Party is able to effect a sale, lease, license or other disposition of Collateral, Secured Party shall have the right to hold or use Collateral, or any part thereof, to the extent that it deems appropriate for the purpose of preserving Collateral or its value or for any other purpose deemed appropriate by Secured Party. Secured Party shall have no obligation to Grantor or NL to maintain or preserve the rights of Grantor or NL as against third parties with respect to Collateral while Collateral is in the possession of Secured Party. Secured Party may, if it so elects, seek the appointment of a receiver or keeper to take possession of Collateral and to enforce any of Secured Party’s remedies with respect to such appointment without prior notice or hearing as to such appointment. Secured Party shall apply the net proceeds of any such collection, recovery, receipt, appropriation, realization or sale, after deducting all reasonable costs and expenses incurred therein or incidental sale to the care, safekeeping or otherwise of any or all of the Collateral or in any way relating to the rights of the Obligations as Secured Party hereunder, for application on an equal basis to the payment shall determine in whole or in part of the Secured Obligationsits sole discretion, and only after so paying over such net proceeds proceeds, and after the payment by Secured Party of any other amount required by any provision of law, need the Secured Party account for the surplus, if any, to IXCGrantor. IXC agrees that neither To the maximum extent permitted by applicable law, Grantor and NL waive all claims, damages, and demands against Secured Party needs to give more than thirty arising out of the repossession, retention or sale of the Collateral except such as arise solely out of the gross negligence or willful misconduct of Secured Party as finally determined by a court of competent jurisdiction. Grantor and NL agree that ten (3010) days' days prior notice (which notification shall be deemed given when mailed, postage prepaid, addressed to IXC at its address provided pursuant to this Security Agreement) by Secured Party of the time and place of any public sale or of the time after which a private sale may take place and that such notice is reasonable notification of such matters. The Secured Party's exercise Grantor shall remain liable for any deficiency if the proceeds of any sale or disposition of the foregoing Collateral are insufficient to pay all Obligations, including any attorneys’ fees and other expenses incurred by Secured Party to collect such deficiency. Secured Party acknowledges that the rights and remedies is subject set forth in this Section 8(a) are also reserved to an additional secured party pursuant to the provisions of Section 2.2 and any transferee (including the Secured Party) of any of the Collateral must agree to be bound by such provisionsPermitted Additional Lien.

REMEDIES; RIGHTS UPON DEFAULT. If any Default shall occur and be continuing, the Secured Party may exercise (in a) In addition to all other rights and remedies granted to it in under this Security Agreement) after thirty , the Credit Agreement, the Loan Documents and under any other instrument or agreement securing, evidencing or relating to any of the Obligations, if any Event of Default shall have occurred and be continuing, Agent may exercise all rights and remedies of a secured party under the Code. Without limiting the generality of the foregoing, Grantor expressly agrees that in any such event Agent, without demand of performance or other demand, advertisement or notice of any kind (30) days notice to IXC (and except the notice specified below of time and place of public or private sale) to or upon Grantor or any other Person (all and each of which demands, advertisements and notices are hereby expressly waived to the maximum extent permitted by the Code and other applicable law), may forthwith enter upon the premises of Grantor where any Collateral is located through self-help, without judicial process, without first obtaining a final judgment or giving Grantor or any other Person notice and opportunity for a hearing on Agent's claim or action and may collect, receive, assemble, process, appropriate and realize upon the Collateral Collateral, or any part thereof, and/or and may forthwith sell, lease, assign, give an option or options to purchase, or sell or otherwise dispose of and deliver said Collateral (or contract to do so), as the case may be, or any part thereof, in one or more parcels at a public or private sale or sales, at any exchange broker's board or at the Secured Party's offices or elsewhere at such prices as it may deem best (subject to Section 2.2 and the last sentence of this Section 5)acceptable, for cash or on credit or for future delivery without assumption of any credit risk. The Secured Party Agent or any Lender shall have the right upon any such public sale or sales and, to the extent permitted by law, upon any such private sale or sales, to purchase for the benefit of Agent and Lenders, the whole or any part of said Collateral so sold, free of any right or equity of redemption, which equity of redemption Grantor hereby releases. The Secured Party Such sales may be adjourned and continued from time to time with or without notice. Agent shall pay over have the right to conduct such sales on Grantor's premises or elsewhere and shall have the right to use Grantor's premises without charge for such time or times as Agent deems necessary or advisable. Grantor further agrees, at Agent's request, to assemble the Collateral and make it available to Agent at places which Agent shall select, whether at Grantor's premises or elsewhere. Until Agent is able to effect a sale, lease, or other disposition of Collateral, Agent shall have the right to hold or use Collateral, or any part thereof, to the extent that it deems appropriate for the purpose of preserving Collateral or its value or for any other purpose deemed appropriate by Agent. Agent shall have no obligation to Grantor to maintain or preserve the rights of Grantor as against third parties with respect to Collateral while Collateral is in the possession of Agent. Agent may, if it so elects, seek the appointment of a receiver or keeper to take possession of Collateral and to enforce any of Agent's remedies (for the benefit of Agent and Lenders), with respect to such appointment without prior notice or hearing as to such appointment. Agent shall apply the net proceeds of any such collection, recovery, receipt, appropriation, realization or sale, after deducting all reasonable costs and expenses incurred therein or incidental sale to the care, safekeeping or otherwise of any or all of Obligations as provided in the Collateral or in any way relating to the rights of the Secured Party hereunder, for application on an equal basis to the payment in whole or in part of the Secured ObligationsCredit Agreement, and only after so paying over such net proceeds proceeds, and after the payment by Agent of any other amount required by any provision of law, need the Secured Party Agent account for the surplus, if any, to IXCGrantor. IXC To the maximum extent permitted by applicable law, Grantor waives all claims, damages, and demands against Agent or any Lender arising out of the repossession, retention or sale of the Collateral except to the extent such arise out of the gross negligence or willful misconduct of Agent or such Lender as finally determined by a court of competent jurisdiction. Grantor agrees that neither Secured Party needs to give more than thirty ten (3010) days' prior written notice (which notification shall be deemed given when mailed, postage prepaid, addressed to IXC at its address provided pursuant to this Security Agreement) by Agent of the time and place of any public sale or of the time after which a private sale may take place and that such notice is reasonable notification of such matters. The Secured Party's exercise Grantor shall remain liable for any deficiency if the proceeds of any sale or disposition of the foregoing Collateral are insufficient to pay all Obligations, including any attorneys' fees or other expenses incurred by Agent or any Lender to collect such deficiency. The rights and remedies is available to Agent and the Lenders pursuant to this Section 7(a) shall be subject in all respects to the subordination provisions of set forth in Section 2.2 2(c) hereof and any transferee (including the Secured Party) of any Section 5.11 of the Collateral must agree to be bound by such provisionsLitigation L/C Agreement.

REMEDIES; RIGHTS UPON DEFAULT. If any Default shall occur and be continuing, the Secured Party may exercise (in a) In addition to all other rights and remedies granted to it under this Agreement, the Purchase Agreement, the other Transaction Documents and under any other instrument or agreement securing, evidencing or relating to any of the Obligations, if any Event of Default shall have occurred and be continuing, the Secured Parties may exercise all rights and remedies of a secured party under the UCC. Without limiting the generality of the foregoing, Grantor expressly agrees that in this Security Agreement) after thirty any such event the Secured Parties, without demand of performance or other demand, advertisement or notice of any kind (30) days notice to IXC (and except the notice specified below of time and place of public or private sale) to or upon Grantor or any other Person (all and each of which demands, advertisements and notices are hereby expressly waived to the maximum extent permitted by the UCC and other applicable law), may forthwith enter upon the premises of Grantor where any Collateral is located through selfhelp, without judicial process, without first obtaining a final judgment or giving Grantor or any other Person notice and opportunity for a hearing on the Secured Parties' claim or action and may collect, receive, assemble, process, appropriate and realize upon the Collateral Collateral, or any part thereof, and/or and may forthwith sell, lease, assign, give an option or options to purchase, or sell or otherwise dispose of and deliver said Collateral (or contract to do so), as the case may be, or any part thereof, in one or more parcels at a public or private sale or sales, at any exchange broker's board or at the Secured Party's offices or elsewhere at such prices as it may deem best (subject to Section 2.2 and the last sentence of this Section 5)acceptable, for cash or on credit or for future delivery without assumption of any credit risk. The Secured Party Parties shall have the right upon any such public sale or sales and, to the extent permitted by law, upon any such private sale or sales, to purchase for the benefit of the Secured Parties, the whole or any part of said Collateral so sold, free of any right or equity of redemption, which equity of redemption Grantor hereby releases. Such sales may be adjourned and continued from time to time with or without notice. The Secured Party Parties shall pay over have the net proceeds of any right to conduct such collection, recovery, receipt, appropriation, realization sales on Grantor's premises or sale, after deducting all reasonable costs elsewhere and expenses incurred therein shall have the right to use Grantor's premises without charge for such time or incidental to the care, safekeeping or otherwise of any or all of the Collateral or in any way relating to the rights of times as the Secured Party hereunder, for application on an equal basis to the payment in whole Parties deems necessary or in part of the Secured Obligations, and only after such net proceeds need the Secured Party account for the surplus, if any, to IXC. IXC agrees that neither Secured Party needs to give more than thirty (30) days' notice (which notification shall be deemed given when mailed, postage prepaid, addressed to IXC at its address provided pursuant to this Security Agreement) of the time and place of any public sale may take place and that such notice is reasonable notification of such matters. The Secured Party's exercise of the foregoing rights and remedies is subject to the provisions of Section 2.2 and any transferee (including the Secured Party) of any of the Collateral must agree to be bound by such provisionsadvisable.

REMEDIES; RIGHTS UPON DEFAULT. (a) If any Event of Default shall occur and be continuing, the Secured Party Lender may exercise (exercise, in addition to all other rights and remedies granted to it in this Security AgreementPledge Agreement and in any other instrument or agreement securing, evidencing or relating to the Obligations, all rights and remedies of a secured party under the Code. Without limiting the generality of the foregoing, Pledgor expressly agrees, to the extent permitted by law, that in any such event Lender, upon ten (10) after thirty (30) days Business Days prior written notice to IXC (and the notice specified below of time and place of public or private sale), Pledgor may forthwith collect, receive, appropriate and realize upon the Collateral Collateral, or any part thereof, and/or may forthwith sell, lease, assign, give option or options to purchase, or sell or otherwise dispose of and deliver said Collateral (or contract to do so), as the case may be, or any part thereof, in one or more parcels at public or private sale or sales, at any exchange broker's board or at the Secured Party's of Lender’s offices or elsewhere at such prices as it may deem best (subject to Section 2.2 and the last sentence of this Section 5)best, for cash or on credit or for future delivery without assumption of any credit risk. The Secured Party Lender shall have the right upon any such public sale or sales to purchase the whole or any part of said Collateral so sold. The Secured Party shall pay over apply the net proceeds of any such collection, recovery, receipt, appropriation, realization or sale, after deducting all reasonable costs and expenses incurred therein or incidental to the care, safekeeping or otherwise of any or all of the Collateral or as provided in any way relating to the rights of the Secured Party hereunder, for application on an equal basis to the payment in whole or in part of the Secured ObligationsSection 10(d) hereof, and only after so paying over such net proceeds and after the payment by Lender of any other amount required by any provision of law, including Section 9¬504 (1)(c) of the Code, need the Secured Party Lender account for the surplus, if any, to IXCPledgor. IXC To the extent permitted by applicable law, Pledgor waives all claims, damages, and demands against Lender arising out of the repossession, retention or sale of the Collateral except such as arise out of the gross negligence or willful misconduct of Lender. Pledgor agrees that neither Secured Party needs to Lender need not give more than thirty ten (3010) days' Business Days’ notice (which notification shall be deemed given when mailed, postage prepaid, addressed to IXC at its address provided pursuant to this Security Agreement) of the time and place of any public sale or of the time after which a private sale may take place and that such notice is reasonable notification of such matters. The Secured Party's exercise Notice of the foregoing rights and remedies is subject to the provisions of Section 2.2 and any transferee (including the Secured Party) of any a potential sale or disposition of the Collateral must agree under this Section 10(a) may be combined with a notice of default in which case the notice period shall be concurrent with and not in additional to any applicable grace period. Pledgor agrees that the sale of the Collateral by either a public or private sale shall be bound by such provisionsdeemed commercially reasonable. LENDER MAY ENFORCE ITS RIGHTS HEREUNDER WITHOUT RESORT TO PRIOR JUDICIAL PROCESS OR JUDICIAL HEARING AND PLEDGOR EXPRESSLY WAIVES, RENOUNCES, AND KNOWINGLY RELINQUISHES ANY LEGAL RIGHT WHICH MIGHT OTHERWISE REQUIRE LENDER TO ENFORCE ITS RIGHTS BY JUDICIAL PROCESS. IN SO PROVIDING FOR A NONJUDICIAL REMEDY, PLEDGOR REPRESENTS THAT SUCH A REMEDY IS RESPONSIVE TO COMMERCIAL NECESSITY AND IS THE RESULT OF BARGAIN AT ARM’S LENGTH. NOTHING HEREIN IS INTENDED TO PREVENT LENDER FROM RESORTING TO JUDICIAL PROCESS AT SUCH PARTY’S OPTION.

REMEDIES; RIGHTS UPON DEFAULT. If any Default shall occur and be continuing, the Secured Party may exercise (in a) In addition to all other rights and remedies granted to it under this Agreement and any of the other Loan Documents, and under any other instrument or agreement securing, evidencing or relating to any of the Obligations, if any Event of Default shall have occurred and be continuing, the Secured Party may exercise all rights and remedies of a secured party under the Code. Without limiting the generality of the foregoing, Xxxxxxx expressly agrees that in this Security Agreementany such event the Secured Party (i) after thirty may give notice of sole control or any other instruction permitted under each account control agreement entered into pursuant to Section 4(b) and take any action permitted by the terms thereof with respect to the Collateral, and (30ii) days without demand, notice of performance or advertisement or notice of any kind to IXC or upon Grantor or any other Person (all and each of which demands, advertisements and notices are hereby expressly waived to the notice specified below of time maximum extent permitted by the Code and place of public or private saleother applicable law), may forthwith enter upon the premises of Grantor where any Collateral is located through self-help, without judicial process, without first obtaining a final judgment or giving Grantor or any other Person notice and opportunity for a hearing on the Secured Party’s claim or action and may collect, receive, assemble, process, appropriate and realize upon the Collateral Collateral, or any part thereof, and/or and may forthwith sell, lease, assign, give an option or options to purchase, or sell or otherwise dispose of and deliver said Collateral (or contract to do so), as the case may be, or any part thereof, in one or more parcels at a public or private sale or salessales (provided, notice thereof shall be provided to Grantor, pursuant to Section 9 hereof, if required thereunder), at any exchange broker's board or at the Secured Party's offices or elsewhere at such prices as it may deem best (subject to Section 2.2 and the last sentence of this Section 5)acceptable, for cash or on credit or for future delivery without assumption of any credit risk. The Secured Party shall have the right upon any such public sale or sales and, to the extent permitted by law, upon any such private sale or sales, to purchase the whole or any part of said Collateral so sold, free of any right or equity of redemption, which equity of redemption Grantor hereby releases. Such sales may be adjourned and continued from time to time (and notice thereof shall be provided to Grantor). The Secured Party shall pay over have the net proceeds of any right to conduct such collection, recovery, receipt, appropriation, realization sales on Grantor’s premises or sale, after deducting all reasonable costs elsewhere and expenses incurred therein shall have the right to use Grantor’s premises without charge for such time or incidental to the care, safekeeping or otherwise of any or all of the Collateral or in any way relating to the rights of times as the Secured Party hereunder, for application on an equal basis deems necessary or advisable. Grantor acknowledges that any private sale may result in prices and other terms less favorable to the payment in whole or in part of the Secured Obligationsseller than if such sale were a public sale and, and only after notwithstanding such net proceeds need the Secured Party account for the surpluscircumstances, if any, to IXC. IXC agrees that neither Secured Party needs to give more than thirty (30) days' notice (which notification any such private sale shall not be deemed given when mailed, postage prepaid, addressed to IXC at its address provided pursuant to this Security Agreement) of the time and place of any public sale may take place and that such notice is reasonable notification have been made in a commercially unreasonable manner solely by virtue of such matters. The Secured Party's exercise of the foregoing rights and remedies is subject to the provisions of Section 2.2 and any transferee (including the Secured Party) of any of the Collateral must agree to be bound by such provisionssale being private.

REMEDIES; RIGHTS UPON DEFAULT. If any Default shall occur and be continuing, the Secured Party may exercise (in a) In addition to all other rights and remedies granted to it under this Agreement and under any other instrument or agreement securing, evidencing, or relating to any of the Obligations or the Secured Obligations, if any Event of Default shall exist, the Administrative Agent may exercise all rights and remedies of a secured party under the UCC. Without limiting the generality of the foregoing, each Grantor expressly agrees that in this Security Agreement) after thirty any such event the Administrative Agent, without demand of performance or other demand, advertisement, or notice of any kind (30) days notice to IXC (and except the notice specified below of time and place of public or private sale) to or upon any Grantor or any other Person (all and each of which demands, advertisements, and notices are hereby expressly WAIVED to the maximum extent permitted by the UCC and other applicable law), may forthwith enter upon the premises of any Grantor where any Collateral is located through self-help, without judicial process, without first obtaining a final judgment or giving such Grantor or any other Person notice and opportunity for a hearing on the Administrative Agent’s claim or action and may collect, receive, appropriate assemble, process, appropriate, and realize upon the Collateral Collateral, or any part thereof, and/or and may forthwith sell, lease, license, assign, give an option or options to purchase, or sell or otherwise dispose of and deliver said Collateral (or contract to do so), as the case may be, or any part thereof, in one or more parcels at a public or private sale or sales, at any exchange broker's board or at the Secured Party's offices or elsewhere at such prices as it the Administrative Agent may deem best (subject to Section 2.2 and the last sentence of this Section 5)acceptable, for cash or on credit or for future delivery without assumption of any credit risk. The Secured Party Administrative Agent shall have the right upon any such public sale or sales and, to the extent permitted by law, upon any such private sale or sales, to purchase for the benefit of the Administrative Agent, the whole or any part of said Collateral so sold, free of any right or equity of redemption, to the extent permitted by law, which equity of redemption each Grantor hereby releases. Such sales may be adjourned and continued from time to time with or without notice. The Secured Party Administrative Agent shall pay over have the net proceeds of right to conduct such sales on any Grantor’s premises or elsewhere and shall have the right to use each Grantor’s premises without charge for such collection, recovery, receipt, appropriation, realization time or sale, after deducting all reasonable costs and expenses incurred therein times as the Administrative Agent deems necessary or incidental to the care, safekeeping or otherwise of any or all of the Collateral or in any way relating to the rights of the Secured Party hereunder, for application on an equal basis to the payment in whole or in part of the Secured Obligations, and only after such net proceeds need the Secured Party account for the surplus, if any, to IXC. IXC agrees that neither Secured Party needs to give more than thirty (30) days' notice (which notification shall be deemed given when mailed, postage prepaid, addressed to IXC at its address provided pursuant to this Security Agreement) of the time and place of any public sale may take place and that such notice is reasonable notification of such matters. The Secured Party's exercise of the foregoing rights and remedies is subject to the provisions of Section 2.2 and any transferee (including the Secured Party) of any of the Collateral must agree to be bound by such provisionsadvisable.

REMEDIES; RIGHTS UPON DEFAULT. If any Default shall occur and be continuing, the Secured Party may exercise (in a) In addition to all other rights and remedies granted to it in under this Security Agreement) after thirty (30) days notice , the Purchase Agreement, the other Loan Documents and under any other instrument or agreement securing, evidencing or relating to IXC (any of the Obligations, if any Event of Default shall have occurred and the notice specified below of time and place of public or private sale)be continuing, may forthwith collect, receive, appropriate and realize upon the Collateral or any part thereof, and/or may forthwith sell, lease, assign, give option or options to purchase, or sell and deliver said Collateral (or contract to do so), as the case may be, or any part thereof, in one or more parcels at public sale or sales, at any exchange broker's board or at the Secured Party's offices or elsewhere at such prices as it may deem best (subject to Section 2.2 and the last sentence of this Section 5), for cash or on credit or for future delivery without assumption of any credit risk. The Secured Party shall have the right upon to exercise any and all rights and remedies provided for in any Loan Document, under the UCC or at law or in equity, including, without limitation, the right to (i) apply any Property of Debtor held by Secured Party, for the benefit of Secured Party and the Lenders, or any Lender to reduce the Obligations, (ii) foreclose the Liens created under the Loan Documents, (iii) realize upon, take possession of and/or sell or otherwise transfer any Collateral, with or without judicial process, (iv) exercise all rights and powers with respect to the Collateral as Debtor might exercise, (v) collect and send notices regarding the Collateral, with or without judicial process, (vi) by its own means or with judicial assistance, enter any premises at which Collateral is located, or render any of the foregoing unusable or dispose of the Collateral on such public sale premises without any liability for rent, storage, utilities, or sales to purchase the whole other sums, and no Debtor shall resist or interfere with such action, (vii) at Debtor’ expense, require that all or any part of said the Collateral so sold. The be assembled and made available to Secured Party shall pay over at any place designated by Secured Party in its Permitted Discretion, (viii) reduce or otherwise change the net proceeds Facility Cap, and/or (ix) relinquish or abandon any Collateral or any Lien thereon. Any provision of any such collectionLoan Document, recovery, receipt, appropriation, realization or sale, after deducting all reasonable costs and expenses incurred therein or incidental to the carecontrary notwithstanding, safekeeping or otherwise of Secured Party, in its Permitted Discretion, shall have the right, at any or all time that Debtor fails to do so, and from time to time, without prior notice, to: (i) obtain insurance covering any of the Collateral or in any way relating to the rights of the Secured Party extent required hereunder, for application on an equal basis to the payment in whole or in part of the Secured Obligations, and only after such net proceeds need the Secured Party account ; (ii) pay for the surplus, if any, to IXC. IXC agrees that neither Secured Party needs to give more than thirty (30) days' notice (which notification shall be deemed given when mailed, postage prepaid, addressed to IXC at its address provided pursuant to this Security Agreement) of the time and place of any public sale may take place and that such notice is reasonable notification of such matters. The Secured Party's exercise of the foregoing rights and remedies is subject to the provisions of Section 2.2 and any transferee (including the Secured Party) performance of any of the Obligations; and (iii) discharge taxes, levies and/or Liens on any of the Collateral must agree that are in violation of any Loan Document. Any expenses and advances shall be added to the Obligations until reimbursed to Secured Party and shall be bound secured by the Collateral and payable on demand, and such provisionspayments by Secured Party shall not be construed as a waiver by Secured Party or Lenders of any Event of Default or any other rights or remedies of Secured Party and Lenders.

REMEDIES; RIGHTS UPON DEFAULT. If any Default shall occur and be continuing, the Secured Party may exercise (in a) In addition to all other rights and remedies granted to it in under this Security Agreement) after thirty , the Credit Agreement, the other Loan Documents and under any other instrument or agreement securing, evidencing or relating to any of the Secured Obligations or pursuant to any other applicable law, if any Event of Default shall have occurred and be continuing, the Agent may exercise all rights and remedies of a secured party under the PPSA or STA. Without limiting the generality of the foregoing, each Grantor expressly agrees that, if any Event of Default shall have occurred and be continuing, the Agent, without demand of performance or other demand, advertisement or notice of any kind (30) days notice to IXC (and except the notice specified below of time and place of public or private sale) to or upon such Grantor or any other Person (all and each of which demands, advertisements and notices are hereby expressly waived to the maximum extent permitted by the PPSA or STA), may forthwith enter upon the premises of such Grantor where any Collateral is located through self-help, without judicial process, without first obtaining a final judgment or giving such Grantor or any other Person notice and opportunity for a hearing on the Agent’s claim or action and may collect, receive, assemble, process, appropriate and realize upon the Collateral Collateral, or any part thereof, and/or and may forthwith sell, lease, license, assign, give an option or options to purchase, or sell or otherwise dispose of and deliver said Collateral (or contract to do so), as the case may be, or any part thereof, in one or more parcels at a public or private sale or sales, at any exchange broker's board or at the Secured Party's offices or elsewhere at such prices as it may deem best (subject to Section 2.2 and the last sentence of this Section 5)acceptable, for cash or on credit or for future delivery without assumption of any credit risk. If any Collateral is sold on terms other than payment in full at the time of sale, no credit shall be given against the Obligations until the Agent or the other Secured Parties receive payment, and if the buyer defaults in payment, the Agent may resell the Collateral without further notice to any Grantor. The Agent or any of the other Secured Party Parties shall have the right upon any such public sale or sales and, to the extent permitted by law, upon any such private sale or sales, to purchase for the benefit of the Agent and the other Secured Parties, the whole or any part of said Collateral so sold, free of any right or equity of redemption, which equity of redemption each Grantor hereby releases. Such sales may be adjourned and continued from time to time with or without notice. The Secured Party Agent shall pay over have the net proceeds right to conduct such sales on premises of any Grantor or elsewhere and shall have the right to use any Grantor’s premises without charge for such collection, recovery, receipt, appropriation, realization time or sale, after deducting all reasonable costs and expenses incurred therein times as the Agent deems necessary or incidental to the care, safekeeping or otherwise of any or all of the Collateral or in any way relating to the rights of the Secured Party hereunder, for application on an equal basis to the payment in whole or in part of the Secured Obligations, and only after such net proceeds need the Secured Party account for the surplus, if any, to IXC. IXC agrees that neither Secured Party needs to give more than thirty (30) days' notice (which notification shall be deemed given when mailed, postage prepaid, addressed to IXC at its address provided pursuant to this Security Agreement) of the time and place of any public sale may take place and that such notice is reasonable notification of such matters. The Secured Party's exercise of the foregoing rights and remedies is subject to the provisions of Section 2.2 and any transferee (including the Secured Party) of any of the Collateral must agree to be bound by such provisionsadvisable.

REMEDIES; RIGHTS UPON DEFAULT. If any Default shall occur and be continuing, the Secured Party may exercise (in a) In addition to all other rights and remedies granted to it in under this Security Agreement) after thirty , the Working Capital Note and under any other instrument or agreement securing, evidencing or relating to any of the Obligations, if any Event of Default shall have occurred and be continuing, Secured Party may exercise all rights and remedies of a secured party under the UCC. Without limiting the generality of the foregoing, Grantor expressly agrees that in any such event Secured Party, without demand of performance or other demand, advertisement or notice of any kind (30) days notice to IXC (and except the notice specified below of time and place of public or private sale) to or upon Grantor or any other Person (all and each of which demands, advertisements and notices are hereby expressly waived to the maximum extent permitted by the UCC and other applicable law), may forthwith enter upon the premises of Grantor where any Collateral is located through self-help, without judicial process, without first obtaining a final judgment or giving Grantor or any other Person notice and opportunity for a hearing on Secured Party's claim or action, and may collect, receive, assemble, process, appropriate and realize upon the Collateral Collateral, or any part thereof, and/or and may forthwith sell, lease, license, assign, give an option or options to purchase, or sell or otherwise dispose of and deliver said Collateral (or contract to do so), as the case may be, or any part thereof, in one or more parcels at a public or private sale or sales, at any exchange broker's board or at the Secured Party's offices or elsewhere at such prices as it may deem best (subject to Section 2.2 and the last sentence of this Section 5)acceptable, for cash or on credit or for future delivery without assumption of any credit risk. The Secured Party shall have the right upon any such public sale or sales and, to the extent permitted by law, upon any such private sale or sales, to purchase the whole or any part of said Collateral so sold, free of any right or equity of redemption, which equity of redemption Grantor hereby releases. The Such sales may be adjourned and continued from time to time with or without notice. Secured Party shall pay over have the right to conduct such sales on Grantor's premises or elsewhere and shall have the right to use Grantor's premises without charge for such time or times as Secured Party deems necessary or advisable. If any Event of Default shall have occurred and be continuing, Grantor further agrees, at Secured Party's request, to assemble the Collateral and make it available to Secured Party at a place or places designated by Secured Party which are reasonably convenient to Secured Party and Grantor, whether at Grantor's premises or elsewhere. Until Secured Party is able to effect a sale, lease, or other disposition of Collateral, Secured Party shall have the right to hold or use Collateral, or any part thereof, to the extent that it deems appropriate for the purpose of preserving Collateral or its value or for any other purpose deemed appropriate by Secured Party. Secured Party shall not have any obligation to Grantor to maintain or preserve the rights of Grantor as against third parties with respect to Collateral while Collateral is in the possession of Secured Party. Secured Party may, if it so elects at any time an Event of Default exists, seek the appointment of a receiver or keeper to take possession of Collateral and to enforce any of Secured Party's remedies with respect to such appointment without prior notice or hearing as to such appointment. Secured Party shall apply the net proceeds of any such collection, recovery, receipt, appropriation, realization or sale, after deducting all reasonable costs and expenses incurred therein or incidental sale to the care, safekeeping or otherwise of any or all of Obligations then due under the Collateral or in any way relating to the rights of the Secured Party hereunder, for application on an equal basis to the payment in whole or in part of the Secured ObligationsWorking Capital Note, and only after so paying over such net proceeds proceeds, and after the payment by Secured Party of any other amount required by any provision of law, need the Secured Party account for the surplus, if any, to IXCGrantor. IXC To the maximum extent permitted by applicable law, Grantor waives all claims, damages, and demands against Secured Party arising out of the repossession, retention or sale of the Collateral except such as arise solely out of the gross negligence or willful misconduct of Secured Party as finally determined by a court of competent jurisdiction. Grantor agrees that neither ten (10) days prior notice by Secured Party needs to give more than thirty (30) days' notice (which notification shall be deemed given when mailed, postage prepaid, addressed to IXC at its address provided pursuant to this Security Agreement) of the time and place of any public sale or of the time after which a private sale may take place and that such notice is reasonable notification of such matters. The Secured Party's exercise of Grantor shall remain liable for any deficiency if the foregoing rights and remedies is subject to the provisions of Section 2.2 and any transferee (including the Secured Party) proceeds of any sale or disposition of the Collateral must agree are insufficient to be bound pay all Obligations, including any attorneys' fees and other expenses incurred by Secured Party to collect such provisionsdeficiency.

REMEDIES; RIGHTS UPON DEFAULT. If any Default shall occur and be continuing, the Secured Party may exercise (in a) In addition to all other rights and remedies granted to it in under this Security Agreement) after thirty , the Credit Agreement, the other Loan Documents and under any other instrument or agreement securing, evidencing or relating to any of the Secured Obligations or pursuant to any other applicable law, if any Event of Default shall have occurred and be continuing, subject to any Applicable Intercreditor Agreement, the Agent may exercise all rights and remedies of a secured party under the UCC. Without limiting the generality of the foregoing, each Grantor expressly agrees that, if any Event of Default shall have occurred and be continuing, subject to any Applicable Intercreditor Agreement, the Agent, without demand of performance or other demand, advertisement or notice of any kind (30) days notice to IXC (and except the notice specified below of time and place of public or private sale) to or upon such Grantor or any other Person (all and each of which demands, advertisements and notices are hereby expressly waived to the maximum extent permitted by the UCC and other applicable law), may forthwith enter upon the premises of such Grantor where any Collateral is located through self-help, without judicial process, without first obtaining a final judgment or giving such Grantor or any other Person notice and opportunity for a hearing on the Agent’s claim or action and may collect, receive, assemble, process, appropriate and realize upon the Collateral Collateral, or any part thereof, and/or and may forthwith sell, lease, license, assign, give an option or options to purchase, or sell or otherwise dispose of and deliver said Collateral (or contract to do so), as the case may be, or any part thereof, in one or more parcels at a public or private sale or sales, at any exchange broker's board or at the Secured Party's offices or elsewhere at such prices as it may deem best (subject to Section 2.2 and the last sentence of this Section 5)acceptable, for cash or on credit or for future delivery without assumption of any credit risk. The If any Collateral is sold on terms other than payment in full at the time of sale, no credit shall be given against the Obligations until the Agent or the other Secured Party Parties receive payment, and if the buyer defaults in payment, subject to any Applicable Intercreditor Agreement, the Agent may resell the Collateral without further notice to any Grantor. Subject to any Applicable Intercreditor Agreement, the Agent or any of the other Secured Parties shall have the right upon any such public sale or sales and, to the extent permitted by law, upon any such private sale or sales, to purchase for the benefit of the Agent and the other Secured Parties, the whole or any part of said Collateral so sold. The Secured Party shall pay over the net proceeds , free of any right or equity of redemption, which equity of redemption each Grantor hereby releases. Subject to any Applicable Intercreditor Agreement, such collectionsales may be adjourned and continued from time to time with or without notice. Subject to any Applicable Intercreditor Agreement, recovery, receipt, appropriation, realization or sale, after deducting all reasonable costs and expenses incurred therein or incidental the Agent shall have the right to the care, safekeeping or otherwise conduct such sales on premises of any Grantor or all of elsewhere and shall have the Collateral right to use any Grantor’s premises without charge for such time or in any way relating to times as the rights of the Secured Party hereunder, for application on an equal basis to the payment in whole Agent deems necessary or in part of the Secured Obligations, and only after such net proceeds need the Secured Party account for the surplus, if any, to IXC. IXC agrees that neither Secured Party needs to give more than thirty (30) days' notice (which notification shall be deemed given when mailed, postage prepaid, addressed to IXC at its address provided pursuant to this Security Agreement) of the time and place of any public sale may take place and that such notice is reasonable notification of such matters. The Secured Party's exercise of the foregoing rights and remedies is subject to the provisions of Section 2.2 and any transferee (including the Secured Party) of any of the Collateral must agree to be bound by such provisionsadvisable.

REMEDIES; RIGHTS UPON DEFAULT. If any Default shall occur and be continuing, the Secured Party may exercise (in a) In addition to all other rights and remedies granted to it in under this Security Agreement) after thirty , the Merger Agreement, the Notes and under any other instrument or agreement securing, evidencing or relating to any of the Secured Obligations, if any Event of Default shall have occurred and be continuing, the Secured Parties may exercise all rights and remedies of a secured party under the UCC. Without limiting the generality of the foregoing, LCLX expressly agrees, on behalf of itself and its Affiliates, that in any such event the Secured Parties, without demand of performance or other demand, advertisement or notice of any kind (30) days notice to IXC (and except the notice specified below of time and place of public or private sale) to or upon LCLX or any other Person (all and each of which demands, advertisements and notices are hereby expressly waived to the maximum extent permitted by the UCC and other applicable law), may forthwith enter upon the premises of LCLX or its relevant Affiliate where any Collateral is located through self-help, without judicial process, without first obtaining a final judgment or giving LCLX or any other Person notice and opportunity for a hearing on the Secured Parties’ claim or action and may collect, receive, assemble, process, appropriate and realize upon the Collateral Collateral, or any part thereof, and/or and may forthwith sell, lease, assign, give an option or options to purchase, or sell or otherwise dispose of and deliver said Collateral (or contract to do so), as the case may be, or any part thereof, in one or more parcels at a public or private sale or sales, at any exchange broker's board or at the Secured Party's offices or elsewhere at such prices as it may reasonably deem best (subject to Section 2.2 and the last sentence of this Section 5)acceptable, for cash or on credit or for future delivery without assumption of any credit risk. The Secured Party Parties shall have the right upon any such public sale or sales and, to the extent permitted by law, upon any such private sale or sales, to purchase for the benefit of the Secured Parties, the whole or any part of said Collateral so sold, free of any right or equity of redemption, which equity of redemption LCLX, on behalf of itself and its Affiliates, hereby releases. In addition, the Secured Parties shall have the right upon any such public sale or sales and, to the extent permitted by law, upon any such private sale or sales, to bid for all or any part of the Collateral, free of any right or equity of redemption, which equity of redemption LCLX on behalf of itself and its Affiliates hereby releases, and the amount of any such bid need not be paid by the Secured Parties but shall be credited against the Secured Obligations. Such sales may be adjourned and continued from time to time with or without notice. The Secured Party Parties shall pay over have the net proceeds right to conduct such sales on the premises of any LCLX or its relevant Affiliates or elsewhere and shall have the right to use such collection, recovery, receipt, appropriation, realization Person’s premises without charge for such time or sale, after deducting all reasonable costs and expenses incurred therein or incidental to the care, safekeeping or otherwise of any or all of the Collateral or in any way relating to the rights of times as the Secured Party hereunder, for application on an equal basis to the payment in whole Parties may deem necessary or in part of the Secured Obligations, and only after such net proceeds need the Secured Party account for the surplus, if any, to IXC. IXC agrees that neither Secured Party needs to give more than thirty (30) days' notice (which notification shall be deemed given when mailed, postage prepaid, addressed to IXC at its address provided pursuant to this Security Agreement) of the time and place of any public sale may take place and that such notice is reasonable notification of such matters. The Secured Party's exercise of the foregoing rights and remedies is subject to the provisions of Section 2.2 and any transferee (including the Secured Party) of any of the Collateral must agree to be bound by such provisionsadvisable.

REMEDIES; RIGHTS UPON DEFAULT. If any Default shall occur and be continuing, the Secured Party may exercise (in a) In addition to all other rights and remedies granted to it in under this Security Agreement) after thirty , the Note Purchase Agreement, the other Note Documents and under any other instrument or agreement securing, evidencing or relating to any of the Subordinated Note Obligations, if any Event of Default shall have occurred and be continuing, Second Lien Agent may exercise all rights and remedies of a secured party under the Code. Without limiting the generality of the foregoing, the Grantor expressly agrees that in any such event Second Lien Agent, without demand of performance or other demand, advertisement or notice of any kind (30) days notice to IXC (and except the notice notices specified in the Note Purchase Agreement or the notices below of time and place of public or private sale) to or upon Grantor or any other Person (all and each of which demands, advertisements and other notices are hereby expressly waived to the maximum extent permitted by the Code and other applicable law), may forthwith enter upon the premises of the Grantor where any Collateral is located through self-help, without judicial process, without first obtaining a final judgment or giving the Grantor or any other Person notice and opportunity for a hearing on Second Lien Agent’s claim or action and may collect, receive, assemble, process, appropriate and realize upon the Collateral Collateral, or any part thereof, and/or and may forthwith sell, lease, license, assign, give an option or options to purchase, or sell or otherwise dispose of and deliver said Collateral (or contract to do so), as the case may be, or any part thereof, in one or more parcels at a public or private sale or sales, at any exchange broker's board or at the Secured Party's offices or elsewhere at such prices as it may deem best (subject to Section 2.2 and the last sentence of this Section 5)acceptable, for cash or on credit or for future delivery without assumption of any credit risk. The Secured Party Second Lien Agent or any Subordinated Note Purchaser shall have the right upon any such public sale or sales and, to the extent permitted by law, upon any such private sale or sales, to purchase for the benefit of the Subordinated Note Purchasers, the whole or any part of said Collateral so sold, free of any right or equity of redemption, which equity of redemption the Grantor hereby releases. The Secured Party Such sales may be adjourned and continued from time to time with or without notice. Second Lien Agent shall pay over have the right to conduct such sales on the Grantor’s premises or elsewhere and shall have the right to use the Grantor’s premises without charge for such time or times as Second Lien Agent deems necessary or advisable. If any Event of Default shall have occurred and be continuing, the Grantor further agrees, at Second Lien Agent’s request, to assemble the Collateral and make it available to Second Lien Agent at a place or places designated by Second Lien Agent which are reasonably convenient to Second Lien Agent and the Grantor, whether at the Grantor’s premises or elsewhere. Until Second Lien Agent is able to effect a sale, lease, or other disposition of Collateral, Second Lien Agent shall have the right to hold or use Collateral, or any part thereof, to the extent that it deems appropriate for the purpose of preserving Collateral or its value or for any other purpose deemed appropriate by Second Lien Agent. Second Lien Agent shall have no obligation to the Grantor to maintain or preserve the rights of the Grantor as against third parties with respect to Collateral while Collateral is in the possession of Second Lien Agent. Second Lien Agent may, if it so elects, seek the appointment of a receiver or keeper to take possession of Collateral and to enforce any of Second Lien Agent’s remedies (for the benefit of Subordinated Note Purchasers), with respect to such appointment without prior notice or hearing as to such appointment. Second Lien Agent shall apply the net proceeds of any such collection, recovery, receipt, appropriation, realization or sale, after deducting all reasonable costs and expenses incurred therein or incidental sale to the care, safekeeping or otherwise of any or all of Subordinated Note Obligations as provided in the Collateral or in any way relating to the rights of the Secured Party hereunder, for application on an equal basis to the payment in whole or in part of the Secured ObligationsNote Purchase Agreement, and only after so paying over such net proceeds proceeds, and after the payment by Second Lien Agent of any other amount required by any provision of law, need the Secured Party Second Lien Agent account for the surplus, if any, to IXCthe Grantor. IXC To the maximum extent permitted by applicable law, the Grantor waives all claims, damages, and demands against Second Lien Agent or any Subordinated Note Purchaser arising out of the repossession, retention or sale of the Collateral except such as arise solely out of the gross negligence or willful misconduct of Second Lien Agent or such Subordinated Note Purchaser as finally determined by a court of competent jurisdiction. The Grantor agrees that neither Secured Party needs to give more than thirty ten (3010) days' ’ prior notice (which notification shall be deemed given when mailed, postage prepaid, addressed to IXC at its address provided pursuant to this Security Agreement) by Second Lien Agent of the time and place of any public sale or of the time after which a private sale may take place and that such notice is reasonable notification of such matters. The Secured Party's exercise of Grantor shall remain liable for any deficiency if the foregoing rights and remedies is subject to the provisions of Section 2.2 and any transferee (including the Secured Party) proceeds of any sale or disposition of the Collateral must agree are insufficient to be bound pay all Subordinated Note Obligations, including any attorneys’ fees and other expenses incurred by Second Lien Agent or any Subordinated Note Purchaser to collect such provisionsdeficiency.

REMEDIES; RIGHTS UPON DEFAULT. If any Default shall occur and be continuing, the Secured Party may exercise (in a) In addition to all other rights and remedies granted to it in under this Security Agreement) after thirty , the other Loan Documents and under any other instrument or agreement securing, evidencing or relating to any of the Obligations, if any Event of Default shall have occurred and be continuing, Lender may exercise all rights and remedies of a secured party under the Code. Without limiting the generality of the foregoing, Debtor expressly agrees that in any such event Lender, without demand of performance or other demand, advertisement or notice of any kind (30) days notice to IXC (and except the notice specified below of time and place of public or private sale) to or upon Debtor or any other Person (all and each of which demands, advertisements and notices are hereby expressly waived to the maximum extent permitted by the Code and other applicable law), may forthwith enter upon the premises of Debtor where any Collateral is located through self-help, without judicial process, without first obtaining a final judgment or giving Debtor or any other Person notice and opportunity for a hearing on Lender's claim or action, and may collect, receive, assemble, process, appropriate and realize upon the Collateral Collateral, or any part thereof, and/or and may forthwith sell, lease, assign, give an option or options to purchase, or sell or otherwise dispose of and deliver said Collateral (or contract to do so), as the case may be, or any part thereof, in one or more parcels at a public or private sale or sales, at any exchange broker's board or at the Secured Party's offices or elsewhere at such prices as it may deem best (subject to Section 2.2 and the last sentence of this Section 5)acceptable, for cash or on credit or for future delivery without assumption of any credit risk. The Secured Party Lender shall have the right upon any such public sale or sales and, to the extent permitted by law, upon any such private sale or sales, to purchase the whole or any part of said Collateral so sold, free of any right or equity of redemption, which equity of redemption Debtor hereby releases. The Secured Party Such sales may be adjourned and continued from time to time with or without notice. Lender shall pay over have the right to conduct such sales on Debtor's premises or elsewhere and shall have the right to use Debtor's premises without charge for such time or times as Lender deems necessary or advisable. Debtor further agrees, at Lender's request, to assemble the Collateral and make it available to Lender at places which Lender shall select, whether at Debtor's premises or elsewhere. Until Lender is able to effect a sale, lease, or other disposition of Collateral, Lender shall have the right to hold or use Collateral, or any part thereof, to the extent that it deems appropriate for the purpose of preserving Collateral or its value or for any other purpose deemed appropriate by Lender. Lender shall have no obligation to Debtor to maintain or preserve the rights of Debtor as against third parties with respect to Collateral while Collateral is in the possession of Lender. Lender may, if it so elects, seek the appointment of a receiver or keeper to take possession of Collateral and to enforce any of Lender's remedies with respect to such appointment without prior notice or hearing as to such appointment. Lender shall apply the net proceeds of any such collection, recovery, receipt, appropriation, realization or sale, after deducting all reasonable costs and expenses incurred therein or incidental sale to the care, safekeeping or otherwise of any or all of Obligations as provided in the Collateral or in any way relating to the rights of the Secured Party hereunder, for application on an equal basis to the payment in whole or in part of the Secured ObligationsNote, and only after so paying over such net proceeds proceeds, and after the payment by Lender of any other amount required by any provision of law, need the Secured Party Lender account for the surplus, if any, to IXCDebtor. IXC To the maximum extent permitted by applicable law, Debtor waives all claims, damages, and demands against Lender arising out of the repossession, retention or sale of the Collateral except such as arise solely out of the gross negligence or willful misconduct of Lender as finally determined by a court of competent jurisdiction. Debtor agrees that neither Secured Party needs to give more than thirty ten (3010) days' prior notice (which notification shall be deemed given when mailed, postage prepaid, addressed to IXC at its address provided pursuant to this Security Agreement) by Lender of the time and place of any public sale or of the time after which a private sale may take place and that such notice is reasonable notification of such matters. The Secured Party's exercise of Debtor shall remain liable for any deficiency if the foregoing rights and remedies is subject to the provisions of Section 2.2 and any transferee (including the Secured Party) proceeds of any sale or disposition of the Collateral must agree are insufficient to be bound pay all Obligations, including any attorneys' fees and other expenses incurred by Lender to collect such provisionsdeficiency.

REMEDIES; RIGHTS UPON DEFAULT. a. If any Event of Default shall occur and be continuing, the Secured Party Lender may exercise (in addition to all other rights and remedies granted to it in under this Security Agreement) after thirty , the Credit Agreement, the other Loan Documents and under any other instrument or agreement securing, evidencing, guaranteeing or otherwise relating to the Secured Obligations, all rights and remedies that it has as a secured party under the UCC. Without limiting the generality of the foregoing, Debtor expressly agrees that in any such event Lender, without demand of performance or other demand, advertisement or notice of any kind (30) days notice to IXC (and except the notice specified below of time and place of public or private salesale and any notice expressly required by the Guaranty Agreement) to or upon Debtor or any other Person (all and each of which demands, advertisements and notices are hereby expressly waived to the maximum extent permitted by the UCC and other applicable law), may forthwith enter upon the premises of Debtor where any Collateral is located through self-help, without judicial process, without first obtaining a final judgment or giving Debtor notice and opportunity for a hearing on Lender's claim or action, and without paying rent to Debtor, and collect, receive, assemble, process, appropriate and realize upon the Collateral Collateral, or any part thereof, and/or and may forthwith sell, lease, assign, give an option or options to purchase, or sell or otherwise dispose of and deliver said Collateral (or contract to do so), as the case may be, or any part thereof, in one or more parcels at public or private sale or sales, at any exchange broker's board or at the Secured Party's offices or elsewhere at such prices as it may deem best (subject to Section 2.2 and the last sentence of this Section 5)best, for cash or on credit or for future delivery without assumption of any credit risk. The Secured Party Lender shall have the right upon any such public sale or sales sales, -10- and, to the extent permitted by law, upon any such private sale or sales, to purchase for the benefit of Lender the whole or any part of said Collateral so sold, free of any right or equity of redemption, which equity of redemption Debtor hereby releases. The Secured Party Such sales may be adjourned and continued from time to time with or without notice. Lender shall pay over have the right to conduct such sales on Debtor's premises or elsewhere and shall have the right to use Debtor's premises without charge for such time or times as Lender reasonably deems necessary or advisable. Debtor further agrees, at Lender's request, to assemble the Collateral and make it available to Lender at places which Lender shall reasonably select, whether at Debtor's premises or elsewhere. Until Lender is able to effect a sale, lease, or other disposition of Collateral, Lender shall have the right to use, operate or administer Collateral on behalf of Lender, or any part thereof, to the extent that it reasonably deems appropriate for the purpose of preserving Collateral or its value or for any other purpose reasonably deemed appropriate by Lender. Lender shall have no obligation to Debtor to maintain or preserve the rights of Debtor as against third parties with respect to Collateral while Collateral is in the possession of Lender. Lender may, if it so elects and, to the extent not prohibited by applicable law, seek the appointment of a receiver or keeper to take possession of Collateral and to enforce any of Lender's remedies with respect to such appointment without prior notice or hearing. Lender shall apply the net proceeds of any such collection, recovery, receipt, appropriation, realization or salesale as provided in Section 8(d) hereof, Debtor remaining liable for any deficiency remaining unpaid after deducting all reasonable costs and expenses incurred therein or incidental to the care, safekeeping or otherwise of any or all of the Collateral or in any way relating to the rights of the Secured Party hereunder, for application on an equal basis to the payment in whole or in part of the Secured Obligationssuch application, and only after so paying over such net proceeds and after the payment by Lender of any other amount required by any provision of law, including section 9-504(1)(c) of the UCC (but only after Lender has received what Lender considers reasonable proof of a subordinate party's security interest), need the Secured Party Lender account for the surplus, if any, to IXCDebtor. IXC To the maximum extent permitted by applicable law, Debtor waives all claims, damages, and demands against Lender arising out of the repossession, retention or sale of the Collateral except to the extent that a court of competent jurisdiction issues a final determination that such claims or damages arise solely out of the gross negligence or willful misconduct of such party. Debtor agrees that neither Secured Party needs to give more than thirty ten (3010) days' prior notice (which notification shall be deemed given when mailed, postage prepaid, addressed to IXC at its address provided pursuant to this Security Agreement) by Lender of the time and place of any public sale or of the time after which a private sale may take place and that such notice is reasonable notification of such matters. The Secured Party's exercise of Debtor shall remain liable for any deficiency if the foregoing rights and remedies is subject to the provisions of Section 2.2 and any transferee (including the Secured Party) proceeds of any sale or disposition of the Collateral must agree are insufficient to be bound pay all amounts to which Lender is entitled, Debtor also being liable for any reasonable attorneys' fees incurred by Lender to collect such provisionsdeficiency.

REMEDIES; RIGHTS UPON DEFAULT. 8.1 If any Default or Event of Default shall occur and be continuingcontinuing beyond the expiration of all cure periods applicable thereto, the Secured Party Agent may exercise (exercise, in addition to all other rights and remedies granted to it in under this Security Agreement) after thirty , the Credit Agreement, the other Loan Documents and under any other instrument or agreement securing, evidencing or relating to the Obligations, all rights and remedies of a secured party under the UCC. Without limiting the generality of the foregoing, Borrower expressly agrees that in any such event Agent, without demand of performance or other demand, advertisement or notice of any kind (30) days notice to IXC (and except the notice specified below of time and place of public or private sale) to or upon Borrower or any other Person (all and each of which demands, advertisements and notices are hereby expressly waived to the maximum extent permitted by the UCC and other applicable law), may forthwith enter upon the premises of Borrower where any Collateral is located through self-help, without judicial process, without first obtaining a final judgment or giving Borrower notice and opportunity for a hearing on Agent's claim or action, and without paying rent to Borrower, and collect, receive, assemble, process, appropriate and realize upon the Collateral Collateral, or any part thereof, and/or and may forthwith sell, lease, assign, give an option or options to purchase, or sell or otherwise dispose of and deliver said Collateral (or contract to do so), as the case may be, or any part thereof, in one or more parcels at public or private sale or sales, at any exchange broker's board or at the Secured Party's offices or elsewhere at such prices as it may deem best (subject to Section 2.2 and the last sentence of this Section 5)best, for cash or on credit or for future delivery without assumption of any credit risk. The Secured Party Agent or any Lender shall have the right upon any such public sale or sales and, to the extent permitted by law, upon any such private sale or sales, to purchase for the benefit of Agent and Lenders the whole or any part of said Collateral so sold, free of any right or equity of redemption, which equity of redemption Borrower hereby releases. The Secured Party Such sales may be adjourned and continued from time to time with or without notice. Agent shall pay over have the right to conduct such sales on Borrower's premises or elsewhere and shall have the right to use Borrower's premises without charge for such sales for such time or times as Agent deems necessary or advisable. Borrower further agrees, at Agent's request, to assemble the Collateral and make it available to Agent at places which Agent shall reasonably select, whether at Borrower's premises or elsewhere. Until Agent is able to effect a sale, lease, or other disposition of Collateral, Agent shall have the right to use or operate the Collateral, or any part thereof, to the extent that it deems appropriate for the purpose of preserving Collateral or its value or for any other purpose deemed appropriate by Agent. Agent shall have no obligation to Borrower to maintain or preserve the rights of Borrower as against third parties with respect to Collateral while Collateral is in the possession of Agent. Agent may, if it so elects, seek the appointment of a receiver or keeper to take possession of Collateral and to enforce any of Agent's remedies (for the benefit of Agent and Lenders) with respect to such appointment without prior notice or hearing. Agent shall apply the net proceeds of any such collection, recovery, receipt, appropriation, realization or sale, as provided in Section 8.4 hereof, Borrower remaining liable for any deficiency remaining unpaid after deducting all reasonable costs and expenses incurred therein or incidental to the care, safekeeping or otherwise of any or all of the Collateral or in any way relating to the rights of the Secured Party hereunder, for application on an equal basis to the payment in whole or in part of the Secured Obligationssuch application, and only after so paying over such net proceeds and after the payment by Agent of any other amount required by any provision of law, including, but not limited to, Section 9-504(1)(c) of the UCC (but only after Agent has received what Agent considers reasonable proof of a subordinate party's security interest), need the Secured Party Agent account for the surplus, if any, to IXCBorrower. IXC To the maximum extent permitted by applicable law, Borrower waives all claims, damages, and demands against Agent or any Lender arising out of the repossession, retention or sale of the Collateral except such as arise out of the gross negligence or willful misconduct of such Agent or such Lender. Borrower agrees that neither Secured Party needs five (5) days prior notice by Agent to give more than thirty (30) days' notice (which notification shall be deemed given when mailed, postage prepaid, addressed to IXC at its address provided pursuant to this Security Agreement) Borrower of the time and place of any public sale or of the time after which a private sale may take place and that such notice is reasonable notification of such matters. The Secured Party's exercise of Borrower shall remain liable for any deficiency if the foregoing rights and remedies is subject to the provisions of Section 2.2 and any transferee (including the Secured Party) proceeds of any sale or disposition of the Collateral must agree are insufficient to be bound pay all amounts to which Agent is entitled, Borrower also being liable for any attorneys' fees incurred by Agent or any Lender to collect such provisionsdeficiency.

REMEDIES; RIGHTS UPON DEFAULT. If any Default shall occur and be continuing, the Secured Party may exercise (in a) In addition to all other rights and remedies granted to it under this Agreement, the Credit Agreement, the other Loan Documents and under any other instrument or agreement securing, evidencing or relating to any of the Secured Obligations, if any Event of Default shall have occurred and be continuing, the Agent may exercise all rights and remedies of a secured party under the UCC. Without limiting the generality of the foregoing, each Grantor expressly agrees that in this Security Agreement) after thirty any such event the Agent, without demand of performance or other demand, advertisement or notice of any kind (30) days notice to IXC (and except the notice specified below of time and place of public or private sale) to or upon such Grantor or any other Person (all and each of which demands, advertisements and notices are hereby expressly waived to the maximum extent permitted by the UCC and other applicable law), may forthwith enter upon the premises of such Grantor where any Collateral is located through self-help, without judicial process, without first obtaining a final judgment or giving such Grantor or any other Person notice and opportunity for a hearing on the Agent’s claim or action and may collect, receive, assemble, process, appropriate and realize upon the Collateral Collateral, or any part thereof, and/or and may forthwith sell, lease, license, assign, give an option or options to purchase, or sell or otherwise dispose of and deliver said Collateral (or contract to do so), as the case may be, or any part thereof, in one or more parcels at a public or private sale or sales, at any exchange broker's board or at the Secured Party's offices or elsewhere at such prices as it may deem best (subject to Section 2.2 and the last sentence of this Section 5)acceptable, for cash or on credit or for future delivery without assumption of any credit risk. The Secured Party Agent or any Lender or any Selected Revolving Lender shall have the right upon any such public sale or sales and, to the extent permitted by law, upon any such private sale or sales, to purchase for the benefit of the Agent, the Lenders and the Selected Revolving Lenders, the whole or any part of said Collateral so sold, free of any right or equity of redemption, which equity of redemption such Grantor hereby releases. Such sales may be adjourned and continued from time to time with or without notice. The Secured Party Agent shall pay over have the net proceeds of any right to conduct such collection, recovery, receipt, appropriation, realization sales on such Grantor’s premises or sale, after deducting all reasonable costs elsewhere and expenses incurred therein shall have the right to use such Grantor’s premises without charge for such time or incidental to times as the care, safekeeping Agent deems necessary or otherwise of any or all of the Collateral or in any way relating to the rights of the Secured Party hereunder, for application on an equal basis to the payment in whole or in part of the Secured Obligations, and only after such net proceeds need the Secured Party account for the surplus, if any, to IXC. IXC agrees that neither Secured Party needs to give more than thirty (30) days' notice (which notification shall be deemed given when mailed, postage prepaid, addressed to IXC at its address provided pursuant to this Security Agreement) of the time and place of any public sale may take place and that such notice is reasonable notification of such matters. The Secured Party's exercise of the foregoing rights and remedies is subject to the provisions of Section 2.2 and any transferee (including the Secured Party) of any of the Collateral must agree to be bound by such provisionsadvisable.

REMEDIES; RIGHTS UPON DEFAULT. If any Default shall occur and be continuing, the Secured Party may exercise (in a) In addition to all other rights and remedies granted to it in under this Security Agreement) after thirty , the Credit Agreement, the other Loan Documents and under any other instrument or agreement securing, evidencing or relating to any of the Secured Obligations, if any Event of Default shall have occurred and be continuing, Agent may exercise all rights and remedies of a secured party under the UCC. Without limiting the generality of the foregoing, each Grantor expressly agrees that in any such event Agent, without demand of performance or other demand, advertisement or notice of any kind (30) days notice to IXC (and except the notice specified below of time and place of public or private sale) to or upon such Grantor or any other Person (all and each of which demands, advertisements and notices are hereby expressly waived to the maximum extent permitted by the UCC and other applicable law), may forthwith enter upon the premises of such Grantor where any Collateral is located through self-help, without judicial process, without first obtaining a final judgment or giving such Grantor or any other Person notice and opportunity for a hearing on Agent's claim or action and may collect, receive, assemble, process, appropriate and realize upon the Collateral Collateral, or any part thereof, and/or and may forthwith sell, lease, license, assign, give an option or options to purchase, or sell or otherwise dispose of and deliver said Collateral (or contract to do so), as the case may be, or any part thereof, in one or more parcels at a public or private sale or sales, at any exchange broker's board or at the Secured Party's offices or elsewhere at such prices as it may deem best (subject to Section 2.2 and the last sentence of this Section 5)acceptable, for cash or on credit or for future delivery without assumption of any credit risk. The Secured Party Agent or any Lender shall have the right upon any such public sale or sales and, to the extent permitted by law, upon any such private sale or sales, to purchase for the benefit of Agent and Lenders, the whole or any part of said Collateral so sold. The Secured Party shall pay over the net proceeds , free of any right or equity of redemption, which equity of redemption each Grantor hereby releases. Such sales may be adjourned and continued from time to time with or without notice. Agent shall have the right to conduct such collection, recovery, receipt, appropriation, realization sales on any Grantor's premises or sale, after deducting all reasonable costs elsewhere and expenses incurred therein shall have the right to use any Grantor's premises without charge for such time or incidental to the care, safekeeping times as Agent deems necessary or otherwise of any or all of the Collateral or in any way relating to the rights of the Secured Party hereunder, for application on an equal basis to the payment in whole or in part of the Secured Obligations, and only after such net proceeds need the Secured Party account for the surplus, if any, to IXC. IXC agrees that neither Secured Party needs to give more than thirty (30) days' notice (which notification shall be deemed given when mailed, postage prepaid, addressed to IXC at its address provided pursuant to this Security Agreement) of the time and place of any public sale may take place and that such notice is reasonable notification of such matters. The Secured Party's exercise of the foregoing rights and remedies is subject to the provisions of Section 2.2 and any transferee (including the Secured Party) of any of the Collateral must agree to be bound by such provisionsadvisable.

REMEDIES; RIGHTS UPON DEFAULT. If any Default shall occur and be continuing, the Secured Party may exercise (in a) In addition to all other rights and remedies granted to it in under this Security Agreement) after thirty , the Note Purchase Agreement, the other Note Documents and under any other instrument or agreement securing, evidencing or relating to any of the Senior Note Obligations, if any Event of Default shall have occurred and be continuing, First Lien Agent may exercise all rights and remedies of a secured party under the Code. Without limiting the generality of the foregoing, the Grantor expressly agrees that in any such event First Lien Agent, without demand of performance or other demand, advertisement or notice of any kind (30) days notice to IXC (and except the notice notices specified in the Note Purchase Agreement or the notices below of time and place of public or private sale) to or upon Grantor or any other Person (all and each of which demands, advertisements and other notices are hereby expressly waived to the maximum extent permitted by the Code and other applicable law), may forthwith enter upon the premises of the Grantor where any Collateral is located through self-help, without judicial process, without first obtaining a final judgment or giving the Grantor or any other Person notice and opportunity for a hearing on First Lien Agent’s claim or action and may collect, receive, assemble, process, appropriate and realize upon the Collateral Collateral, or any part thereof, and/or and may forthwith sell, lease, license, assign, give an option or options to purchase, or sell or otherwise dispose of and deliver said Collateral (or contract to do so), as the case may be, or any part thereof, in one or more parcels at a public or private sale or sales, at any exchange broker's board or at the Secured Party's offices or elsewhere at such prices as it may deem best (subject to Section 2.2 and the last sentence of this Section 5)acceptable, for cash or on credit or for future delivery without assumption of any credit risk. The Secured Party First Lien Agent or any Senior Note Purchaser shall have the right upon any such public sale or sales and, to the extent permitted by law, upon any such private sale or sales, to purchase for the benefit of the Senior Note Purchasers, the whole or any part of said Collateral so sold, free of any right or equity of redemption, which equity of redemption the Grantor hereby releases. The Secured Party Such sales may be adjourned and continued from time to time with or without notice. First Lien Agent shall pay over have the right to conduct such sales on the Grantor’s premises or elsewhere and shall have the right to use the Grantor’s premises without charge for such time or times as First Lien Agent deems necessary or advisable. If any Event of Default shall have occurred and be continuing, the Grantor further agrees, at First Lien Agent’s request, to assemble the Collateral and make it available to First Lien Agent at a place or places designated by First Lien Agent which are reasonably convenient to First Lien Agent and the Grantor, whether at the Grantor’s premises or elsewhere. Until First Lien Agent is able to effect a sale, lease, or other disposition of Collateral, First Lien Agent shall have the right to hold or use Collateral, or any part thereof, to the extent that it deems appropriate for the purpose of preserving Collateral or its value or for any other purpose deemed appropriate by First Lien Agent. First Lien Agent shall have no obligation to the Grantor to maintain or preserve the rights of the Grantor as against third parties with respect to Collateral while Collateral is in the possession of First Lien Agent. First Lien Agent may, if it so elects, seek the appointment of a receiver or keeper to take possession of Collateral and to enforce any of First Lien Agent’s remedies (for the benefit of Senior Note Purchasers), with respect to such appointment without prior notice or hearing as to such appointment. First Lien Agent shall apply the net proceeds of any such collection, recovery, receipt, appropriation, realization or sale, after deducting all reasonable costs and expenses incurred therein or incidental sale to the care, safekeeping or otherwise of any or all of Senior Note Obligations as provided in the Collateral or in any way relating to the rights of the Secured Party hereunder, for application on an equal basis to the payment in whole or in part of the Secured ObligationsNote Purchase Agreement, and only after so paying over such net proceeds proceeds, and after the payment by First Lien Agent of any other amount required by any provision of law, need the Secured Party First Lien Agent account for the surplus, if any, to IXCthe Grantor. IXC To the maximum extent permitted by applicable law, the Grantor waives all claims, damages, and demands against First Lien Agent or any Senior Note Purchaser arising out of the repossession, retention or sale of the Collateral except such as arise solely out of the gross negligence or willful misconduct of First Lien Agent or such Senior Note Purchaser as finally determined by a court of competent jurisdiction. The Grantor agrees that neither Secured Party needs to give more than thirty ten (3010) days' ’ prior notice (which notification shall be deemed given when mailed, postage prepaid, addressed to IXC at its address provided pursuant to this Security Agreement) by First Lien Agent of the time and place of any public sale or of the time after which a private sale may take place and that such notice is reasonable notification of such matters. The Secured Party's exercise of Grantor shall remain liable for any deficiency if the foregoing rights and remedies is subject to the provisions of Section 2.2 and any transferee (including the Secured Party) proceeds of any sale or disposition of the Collateral must agree are insufficient to be bound pay all Senior Note Obligations, including any attorneys’ fees and other expenses incurred by First Lien Agent or any Senior Note Purchaser to collect such provisionsdeficiency.

REMEDIES; RIGHTS UPON DEFAULT. If any Default shall occur and be continuing, the Secured Party may exercise (in a) In addition to all other rights and remedies granted to it in under this Security Agreement) after thirty , the other Note Documents and under any other instrument or agreement securing, evidencing or relating to any of the Secured Obligations, if any Event of Default shall have occurred and be continuing, the Collateral Agent may exercise all rights and remedies of a secured party under the Code. Without limiting the generality of the foregoing, the Debtor expressly agrees that in any such event the Collateral Agent, on behalf of the Secured Parties, without demand of performance or other demand, advertisement or notice of any kind (30) days notice to IXC (and except the notice specified below of time and place of public or private sale) to or upon the Debtor or any other Person (all and each of which demands, advertisements and notices are hereby expressly waived to the maximum extent permitted by the Code and other applicable law), may forthwith enter upon the premises of the Debtor where any Collateral is located through self-help, without judicial process, without first obtaining a final judgment or giving the Debtor or any other Person notice and opportunity for a hearing on the Secured Parties’ claim or action and may collect, receive, assemble, process, appropriate and realize upon the Collateral Collateral, or any part thereof, and/or and may forthwith sell, lease, license, assign, give an option or options to purchase, or sell or otherwise dispose of and deliver said Collateral (or contract to do so), as the case may be, or any part thereof, in one or more parcels at a public or private sale or sales, at any exchange broker's board or at the Secured Party's offices or elsewhere at such prices as it may deem best (subject to Section 2.2 and the last sentence of this Section 5)acceptable, for cash or on credit or for future delivery without assumption of any credit risk. The Secured Party Collateral Agent shall have the right upon any such public sale or sales and, to the extent permitted by law, upon any such private sale or sales, to purchase for the benefit of the Secured Parties, the whole or any part of said Collateral so sold, free of any right or equity of redemption, which equity of redemption the Debtor hereby releases. Such sales may be adjourned and continued from time to time with or without notice. The Collateral Agent shall have the right to conduct such sales on the Debtor’s premises or elsewhere and shall have the right to use the Debtor’s premises without charge for such time or times as the Collateral Agent deems necessary or advisable. If any Event of Default shall have occurred and be continuing, the Debtor further agrees, at the Collateral Agent’s request, to assemble the Collateral and make it available to the Collateral Agent at a place or places designated by the Collateral Agent which are reasonably convenient to the Collateral Agent and the Debtor, whether at the Debtor’s premises or elsewhere. Until the Collateral Agent is able to affect a sale, lease, or other disposition of Collateral, the Collateral Agent shall have the right to hold or use Collateral, or any part thereof, to the extent that it deems appropriate for the purpose of preserving Collateral or its value or for any other purpose deemed appropriate by the Collateral Agent. The Collateral Agent shall have no obligation to the Debtor to maintain or preserve the rights of the Debtor as against third parties with respect to Collateral while Collateral is in the possession of the Collateral Agent. The Collateral Agent may, if it so elects, seek the appointment of a receiver or keeper to take possession of Collateral and to enforce any of the Secured Party Parties’ or Collateral Agent’s remedies, with respect to such appointment without prior notice or hearing as to such appointment. The Collateral Agent shall pay over apply the net proceeds of any such collection, recovery, receipt, appropriation, realization or sale, after deducting all reasonable costs and expenses incurred therein or incidental sale to the care, safekeeping or otherwise of any or all of Secured Obligations as provided in the Collateral or in any way relating to the rights of the Secured Party hereunder, for application on an equal basis to the payment in whole or in part of the Secured ObligationsNote Documents, and only after so paying over such net proceeds proceeds, and after the payment by the Collateral Agent of any other amount required by any provision of law, need the Secured Party Collateral Agent account for the surplus, if any, to IXCthe Debtor. IXC To the maximum extent permitted by applicable law, the Debtor hereby waives all claims, damages, and demands against the Secured Parties and the Collateral Agent arising out of the repossession, retention or sale of the Collateral except such as arise solely out of the gross negligence or willful misconduct of such Secured Party or Collateral Agent as finally determined by a court of competent jurisdiction. The Debtor agrees that neither Secured Party needs to give more than thirty ten (3010) days' days prior notice (which notification shall be deemed given when mailed, postage prepaid, addressed to IXC at its address provided pursuant to this Security Agreement) by the Collateral Agent of the time and place of any public sale or of the time after which a private sale may take place and that such notice is reasonable notification of such matters. The Secured Party's exercise of Debtor shall remain liable for any deficiency if the foregoing rights and remedies is subject to the provisions of Section 2.2 and any transferee (including the Secured Party) proceeds of any sale or disposition of the Collateral must agree are insufficient to be bound pay all Secured Obligations, including any attorneys’ fees and other expenses incurred by the Collateral Agent to collect such provisionsdeficiency.

REMEDIES; RIGHTS UPON DEFAULT. If any Default shall occur and be continuing, the Secured Party may exercise (in a) In addition to all other rights and remedies granted to it under the other Loan Documents and under any other instrument or agreement securing, evidencing or relating to any of the Secured Obligations, if any Event of Default shall have occurred and be continuing, the Administrative Agent may exercise all rights and remedies of a secured party under the Code. Without limiting the generality of the foregoing, each Borrower expressly agrees that in this Security Agreement) after thirty any such event the Administrative Agent, without demand of performance or other demand, advertisement or notice of any kind (30) days except the notice to IXC (and required by the Orders or the notice specified below of time and place of public or private sale) to or upon such Borrower or any other Person (all and each of which demands, advertisements and notices are hereby expressly waived to the maximum extent permitted by the Code and other applicable law), may, to the maximum extent permitted by law, forthwith enter upon the premises of such Borrower where any Collateral is located through self-help, without judicial process, without first obtaining a final judgment or giving such Borrower or any other Person notice and opportunity for a hearing on the Administrative Agent’s claim or action and may forthwith collect, receive, assemble, process, appropriate and realize upon the Collateral Collateral, or any part thereof, and/or and may forthwith sell, lease, license, assign, give an option or options to purchase, or sell or otherwise dispose of and deliver said Collateral (or contract to do so), as the case may be, or any part thereof, in one or more parcels at a public or private sale or sales, at any exchange broker's board or at the Secured Party's offices or elsewhere at such prices as it may deem best (subject to Section 2.2 and the last sentence of this Section 5)acceptable, for cash or on credit or for future delivery without assumption of any credit risk. The Secured Party Administrative Agent or any Lender shall have the right upon any such public sale or sales and, to the extent permitted by law, upon any such private sale or sales, to purchase for the benefit of the Lenders, the whole or any part of said Collateral so sold, free of any right or equity of redemption, which equity of redemption each Borrower hereby releases. Such sales may be adjourned and continued from time to time with or without notice. The Secured Party Administrative Agent shall pay over have the net proceeds of right to conduct such sales on any Borrower’s premises or elsewhere and shall have the right to use any Borrower’s premises without charge for such collectiontime or times as the Administrative Agent may deem necessary or advisable. EACH BORROWER HEREBY IRREVOCABLY CONSTITUTES AND APPOINTS THE ADMINISTRATIVE AGENT AS THE PROXY AND ATTORNEY-IN-FACT OF SUCH BORROWER WITH RESPECT TO THE PLEDGED COLLATERAL, recoveryINCLUDING THE RIGHT TO VOTE THE PLEDGED SHARES, receiptWITH FULL POWER OF SUBSTITUTION TO DO SO. THE APPOINTMENT OF THE ADMINISTRATIVE AGENT AS PROXY AND ATTORNEY-IN-FACT IS COUPLED WITH AN INTEREST AND SHALL BE IRREVOCABLE UNTIL THE TERMINATION DATE. IN ADDITION TO THE RIGHT TO VOTE THE PLEDGED SHARES, appropriationTHE APPOINTMENT OF THE ADMINISTRATIVE AGENT AS PROXY AND ATTORNEY-IN-FACT SHALL INCLUDE THE RIGHT TO EXERCISE ALL OTHER RIGHTS, realization or salePOWERS, after deducting all reasonable costs and expenses incurred therein or incidental to the carePRIVILEGES AND REMEDIES TO WHICH A HOLDER OF THE PLEDGED SHARES WOULD BE ENTITLED (INCLUDING GIVING OR WITHHOLDING WRITTEN CONSENTS OF SHAREHOLDERS, safekeeping or otherwise of any or all of the Collateral or in any way relating to the rights of the Secured Party hereunderCALLING SPECIAL MEETINGS OF SHAREHOLDERS AND VOTING AT SUCH MEETINGS). SUCH PROXY SHALL BE EFFECTIVE, for application on an equal basis to the payment in whole or in part of the Secured ObligationsAUTOMATICALLY AND WITHOUT THE NECESSITY OF ANY ACTION (INCLUDING ANY TRANSFER OF ANY PLEDGED SHARES ON THE RECORD BOOKS OF THE ISSUER THEREOF) BY ANY PERSON (INCLUDING THE ISSUER OF THE PLEDGED SHARES OR ANY OFFICER OR AGENT THEREOF), and only after such net proceeds need the Secured Party account for the surplusUPON THE OCCURRENCE OF AN EVENT OF DEFAULT. NOTWITHSTANDING THE FOREGOING, if any, to IXC. IXC agrees that neither Secured Party needs to give more than thirty (30X) days' notice THE ADMINISTRATIVE AGENT SHALL NOT HAVE ANY DUTY TO EXERCISE ANY SUCH RIGHT OR TO PRESERVE THE SAME AND SHALL NOT BE LIABLE FOR ANY FAILURE TO DO SO OR FOR ANY DELAY IN DOING SO AND (which notification shall be deemed given when mailed, postage prepaid, addressed to IXC at its address provided pursuant to this Security AgreementY) of the time and place of any public sale may take place and that such notice is reasonable notification of such matters. The Secured Party's exercise of the foregoing rights and remedies is subject to the provisions of Section 2.2 and any transferee (including the Secured Party) of any of the Collateral must agree to be bound by such provisionsTHE ADMINISTRATIVE AGENT SHALL NOT EXERCISE ANY SUCH RIGHT WITH RESPECT TO ANY REGULATED SUBSIDIARY UNLESS ANY AND ALL REGULATORY APPROVALS REQUIRED UNDER APPLICABLE LAW SHALL HAVE BEEN OBTAINED.

REMEDIES; RIGHTS UPON DEFAULT. (a) If any Event of Default shall occur and be continuing, the Secured Party Lender may exercise (in addition to all other rights and remedies granted to it in this Security Agreement) after thirty Agreement and in any other Loan Document, all rights and remedies of a secured party under the UCC. Without limiting the generality of the foregoing, each Grantor expressly agrees that, during any such occurrence and continuance of any Event of Default, the Lender, without demand of performance or other demand, advertisement or notice of any kind (30) days notice to IXC (and except the notice specified below of time and place of public or private sale) to or upon such Grantor or any other Person (all and each of which demands, advertisements and notices are hereby expressly waived to the maximum extent permitted by the UCC and other applicable Requirements of Law), may forthwith collect, receive, appropriate and realize upon the Collateral Collateral, or any part thereof, and/or and may forthwith sell, lease, assign, give an option or options to purchase, or sell or otherwise dispose of and deliver said Collateral (or contract to do so), as the case may be, or any part thereof, in one or more parcels at public or private sale or sales, at any exchange or broker's ’s board or at any of the Secured Party's Lender’s offices or elsewhere at such prices as at it may deem best (subject to Section 2.2 and the last sentence of this Section 5)best, for cash or on credit or for future delivery without assumption of any credit risk. The Secured Party Lender shall have the right upon any such public sale or sales to purchase the whole or any part of said Collateral so sold, free of any right or equity of redemption, which equity of redemption each Grantor hereby releases. Each Grantor further agrees that, during any such occurrence and continuance of any Event of Default, at the Lender’s request, it shall assemble the Collateral and make it available to the Lender at places the Lender shall reasonably select, whether at such Grantor’s premises or elsewhere. The Secured Party Lender shall pay over apply the net proceeds of any such collection, recovery, receipt, appropriation, realization or sale, after deducting sale (net of all reasonable costs and expenses incurred therein or incidental by the Lender in connection therewith, including attorney’s fees and expenses), to the care, safekeeping or otherwise of any or all of the Collateral or Obligations in any way relating to order deemed appropriate by the rights of the Secured Party hereunderLender, such Grantor remaining liable for application on an equal basis to the payment in whole or in part of the Secured Obligationsany deficiency remaining unpaid after such application, and only after so paying over such net proceeds and after the payment by the Lender of any other amount required by any provision of law, need the Secured Party Lender account for the surplus, if any, to IXCsuch Grantor. IXC To the maximum extent permitted by applicable Requirements of Law, each Grantor waives all claims, damages, and demands against the Lender arising out of the repossession, retention or sale of the Collateral except such as arise out of the gross negligence or willful misconduct of the Lender. Each Grantor agrees that neither Secured Party needs to the Lender need not give more than thirty ten (3010) days' ’ notice to the Borrower (which notification shall be deemed given when mailedmailed or delivered on an overnight basis, postage prepaid, addressed to IXC the Borrower at its address provided pursuant referred to this Security Agreementin Section 12.7 (Notices, Etc.)) of the time and place of any public sale or of the time after which a private sale may take place and that such notice is reasonable notification of such matters. The Secured Party's exercise of Grantors shall remain liable for any deficiency if the foregoing rights and remedies is subject to the provisions of Section 2.2 and any transferee (including the Secured Party) proceeds of any sale or disposition of the Collateral must agree are insufficient to be bound pay all amounts to which the Lender is entitled, the Grantors also being liable for the fees and expenses of any attorneys employed by the Lender to collect such provisionsdeficiency.

REMEDIES; RIGHTS UPON DEFAULT. If any Default shall occur and be continuing, the Secured Party may exercise (in a) In addition to all other rights and remedies granted to it in under this Security Agreement, the Notes, the Purchase Agreement and under any other instrument or agreement securing, evidencing or relating to any of the Secured Obligations, if any Event of Default shall have occurred and be continuing, the Collateral Agent may (or, if so directed by the Required Holders, shall) after thirty exercise all rights and remedies of a secured party under the Code. Without limiting the generality of the foregoing, the Company expressly agrees that in any such event the Collateral Agent, without demand of performance or other demand, advertisement or notice of any kind (30) days notice to IXC (and except the notice specified below of time and place of public or private sale) to or upon the Company or any other Person (all and each of which demands, advertisements and notices are hereby expressly waived to the maximum extent permitted by the Code and other applicable law), may forthwith enter upon the premises of the Company where any Collateral is located through self-help, without judicial process, without first obtaining a final judgment or giving the Company or any other Person notice and opportunity for a hearing on the Collateral Agent’s claim or action and may collect, receive, assemble, process, appropriate and realize upon the Collateral Collateral, or any part thereof, and/or and may forthwith sell, lease, license, assign, give an option or options to purchase, or sell or otherwise dispose of and deliver said Collateral (or contract to do so), as the case may be, or any part thereof, in one or more parcels at a public or private sale or sales, at any exchange broker's board or at the Secured Party's offices or elsewhere at such prices as it may deem best (subject to Section 2.2 and the last sentence of this Section 5)acceptable, for cash or on credit or for future delivery without assumption of any credit risk. The Secured Party Collateral Agent or any Purchaser shall have the right upon any such public sale or sales and, to the extent permitted by law, upon any such private sale or sales, to purchase for the benefit of the Collateral Agent and the Purchasers, the whole or any part of said Collateral so sold, free of any right or equity of redemption, which equity of redemption the Company hereby releases. Such sales may be adjourned and continued from time to time with or without notice. The Secured Party Collateral Agent shall pay over have the right to conduct such sales on the Company’s premises or elsewhere and shall have the right to use the Company’s premises without charge for such time or times as the Collateral Agent deems necessary or advisable. If any Event of Default shall have occurred and be continuing, the Company further agrees, at the Collateral Agent’s request, to assemble the Collateral and make it available to the Collateral Agent at a place or places designated by the Collateral Agent which are reasonably convenient to the Collateral Agent and the Company, whether at the Company’s premises or elsewhere. Until the Collateral Agent is able to effect a sale, lease, or other disposition of Collateral, the Collateral Agent shall have the right to hold or use Collateral, or any part thereof, to the extent that it deems appropriate for the purpose of preserving Collateral or its value or for any other purpose deemed appropriate by the Collateral Agent. The Collateral Agent shall have no obligation to the Company to maintain or preserve the rights of the Company as against third parties with respect to Collateral while Collateral is in the possession of the Collateral Agent. The Collateral Agent may, if it so elects, seek the appointment of a receiver or keeper to take possession of Collateral and to enforce any of the Collateral Agent’s remedies (for the benefit of the Collateral Agent and the Purchasers), with respect to such appointment without prior notice or hearing as to such appointment. The Collateral Agent shall apply the net proceeds of any such collection, recovery, receipt, appropriation, realization or sale, after deducting all reasonable costs and expenses incurred therein or incidental sale to the care, safekeeping or otherwise of any or all of Secured Obligations as provided in the Collateral or in any way relating to the rights of the Secured Party hereunder, for application on an equal basis to the payment in whole or in part of the Secured ObligationsNote Documents, and only after so paying over such net proceeds proceeds, and after the payment by the Collateral Agent of any other amount required by any provision of law, need the Secured Party Collateral Agent account for the surplus, if any, to IXCthe Company. IXC To the maximum extent permitted by applicable law, the Company waives all claims, damages, and demands against the Collateral Agent or any Purchaser arising out of the repossession, retention or sale of the Collateral except such as arise solely out of the gross negligence or willful misconduct of the Collateral Agent or such Purchaser as finally determined by a court of competent jurisdiction. The Company agrees that neither Secured Party needs to give more than thirty ten (3010) days' days prior notice (which notification shall be deemed given when mailed, postage prepaid, addressed to IXC at its address provided pursuant to this Security Agreement) by the Collateral Agent of the time and place of any public sale or of the time after which a private sale may take place and that such notice is reasonable notification of such matters. The Secured Party's exercise of Company shall remain liable for any deficiency if the foregoing rights and remedies is subject to the provisions of Section 2.2 and any transferee (including the Secured Party) proceeds of any sale or disposition of the Collateral must agree are insufficient to be bound pay all Secured Obligations, including any attorneys’ fees and other expenses incurred by the Collateral Agent or any Purchaser to collect such provisionsdeficiency.

REMEDIES; RIGHTS UPON DEFAULT. If any Default shall occur and be continuing, the Secured Party may exercise (in a) In addition to all other rights and remedies granted to it in under this Security Agreement) after thirty , the Third Lien Indenture, the other Note Documents and under any other instrument or agreement securing, evidencing or relating to any of the Secured Obligations, if any Event of Default shall have occurred and be continuing, Collateral Agent may, subject to the terms of the Intercreditor Agreement, exercise all rights and remedies of a secured party under the UCC. Without limiting the generality of the foregoing, each Grantor expressly agrees that in any such event Collateral Agent, without demand of performance or other demand, advertisement or notice of any kind (30) days notice to IXC (and except the notice specified below of time and place of public or private sale) to or upon such Grantor or any other Person (all and each of which demands, advertisements and notices are hereby expressly waived to the maximum extent permitted by the UCC and other applicable law), may forthwith enter upon the premises of such Grantor where any Third Lien Collateral is located through self-help, without judicial process, without first obtaining a final judgment or giving such Grantor or any other Person notice and opportunity for a hearing on Collateral Agent’s claim or action and may collect, receive, assemble, process, appropriate and realize upon the Collateral Third Lien Collateral, or any part thereof, and/or and may forthwith sell, lease, license, assign, give an option or options to purchase, or sell or otherwise dispose of and deliver said Third Lien Collateral (or contract to do so), as the case may be, or any part thereof, in one or more parcels at a public or private sale or sales, at any exchange broker's board or at the Secured Party's offices or elsewhere at such prices as it may deem best (subject to Section 2.2 and the last sentence of this Section 5)acceptable, for cash or on credit or for future delivery without assumption of any credit risk. The Collateral Agent, Trustee, any Holder of a Note or any Secured Party Vendor shall have the right upon any such public sale or sales and, to the extent permitted by law and the terms of the Intercreditor Agreement, upon any such private sale or sales, to purchase for the benefit of itself, the Trustee, the Holders of the Notes and the Secured Vendors, the whole or any part of said Third Lien Collateral so sold. The Secured Party shall pay over the net proceeds , free of any right or equity of redemption, which equity of redemption each Grantor hereby releases. Such sales may be adjourned and continued from time to time with or without notice. Collateral Agent shall have the right to conduct such collection, recovery, receipt, appropriation, realization sales on any Grantor’s premises or sale, after deducting all reasonable costs elsewhere and expenses incurred therein shall have the right to use any Grantor’s premises without charge for such time or incidental to the care, safekeeping times as Collateral Agent deems necessary or otherwise of any or all of the Collateral or in any way relating to the rights of the Secured Party hereunder, for application on an equal basis to the payment in whole or in part of the Secured Obligations, and only after such net proceeds need the Secured Party account for the surplus, if any, to IXC. IXC agrees that neither Secured Party needs to give more than thirty (30) days' notice (which notification shall be deemed given when mailed, postage prepaid, addressed to IXC at its address provided pursuant to this Security Agreement) of the time and place of any public sale may take place and that such notice is reasonable notification of such matters. The Secured Party's exercise of the foregoing rights and remedies is subject to the provisions of Section 2.2 and any transferee (including the Secured Party) of any of the Collateral must agree to be bound by such provisionsadvisable.

REMEDIES; RIGHTS UPON DEFAULT. (a) If any Event of Default shall occur and be continuing, and, prior to the Secured Party Conversion Date subject only to any required notice provided in the Orders , the Administrative Agent may exercise (in addition to all other rights and remedies granted to it in this Security Agreement) after thirty Agreement and in any other Loan Document, all rights and remedies of a secured party under the UCC. Without limiting the generality of the foregoing, each Loan Party expressly agrees that in any such event the Administrative Agent, without demand of performance or other demand, advertisement or notice of any kind (30) days except the notice to IXC (and required by the Interim Order or Final Order or the notice specified below of time and place of public or private sale) to or upon such Loan Party or any other Person (all and each of which demands, advertisements and/or notices (except the notice required by the Interim Order or Final Order or the notice specified below of time and place of public or private sale) are hereby expressly waived to the maximum extent permitted by the UCC and other applicable law), may forthwith collect, receive, appropriate and realize upon the Collateral Collateral, or any part thereof, and/or may forthwith sell, lease, assign, give an option or options to purchase, or sell or otherwise dispose of and deliver said Collateral (or contract to do so), as the case may be, or any part thereof, in one or more parcels at public or private sale or sales, at any exchange or broker's ’s board or at any of the Secured Party's Administrative Agent’s offices or elsewhere at such prices as it may deem best (subject to Section 2.2 and the last sentence of this Section 5)best, for cash or on credit or for future delivery without assumption of any credit risk. The Secured Party Administrative Agent shall have the right upon any such public sale or sales to purchase the whole or any part of said Collateral so sold, free of any right or equity of redemption, which equity of redemption each Loan Party hereby releases. Each Loan Party further agrees, at the Administrative Agent’s request, to assemble the Collateral make it available to the Administrative Agent at places which the Administrative Agent shall reasonably select, whether at such Loan Party’s premises or elsewhere. The Secured Party Administrative Agent shall pay over apply the net proceeds of any such collection, recovery, receipt, appropriation, realization or sale, after deducting sale (net of all reasonable costs and expenses incurred therein or incidental by the Administrative Agent in connection therewith, including, without limitation, attorney’s fees and expenses), to the care, safekeeping or otherwise of any or all of the Collateral or Obligations in any way relating to order deemed appropriate by the rights of the Secured Administrative Agent, such Loan Party hereunder, remaining liable for application on an equal basis to the payment in whole or in part of the Secured Obligationsany deficiency remaining unpaid after such application, and only after so paying over such net proceeds need and after the Secured Party payment by the Administrative Agent of any other amount required by any provision of law, including Section 9-504(l)(c) of the UCC, shall the Administrative Agent account for and pay over the surplus, if any, to IXCsuch Loan Party. IXC To the maximum extent permitted by applicable law, each Loan Party waives all claims, damages, and demands against the Administrative Agent and the Lenders arising out of the repossession, retention or sale of the Collateral except such as arise out of the gross negligence or willful misconduct of the Administrative Agent. Each Loan Party agrees that neither Secured Party needs to the Administrative Agent need not give more than thirty (30) five days' ’ notice to the Borrower (which notification shall be deemed given when mailedmailed or delivered on an overnight basis, postage prepaid, addressed to IXC the Borrower at its address provided pursuant referred to this Security Agreementin Section 13.8) of the time and place of any public sale or of the time after which a private sale may take place and that such notice is reasonable notification of such matters. The Secured Party's exercise of Loan Parties shall remain liable for any deficiency if the foregoing rights and remedies is subject to the provisions of Section 2.2 and any transferee (including the Secured Party) proceeds of any sale or disposition of the Collateral must agree are insufficient to be bound pay all amounts to which the Administrative Agent is entitled, the Loan Parties also being liable for the fees and expenses of any attorneys employed by the Administrative Agent to collect such provisionsdeficiency.

REMEDIES; RIGHTS UPON DEFAULT. If any Default shall occur and be continuing, the Secured Party may exercise (in a. In addition to all other rights and remedies granted to it in under this Security Agreement) after thirty , the Credit Agreement, the other Loan Documents and under any other instrument or agreement securing, evidencing or relating to any of the Obligations, if any Event of Default shall have occurred and be continuing, SCIL Agent may exercise all rights and remedies of a secured party under the Code. Without limiting the generality of the foregoing, each Grantor expressly agrees that in any such event SCIL Agent, without demand of performance or other demand, advertisement or notice of any kind (30) days notice to IXC (and except the notice specified below of time and place of public or private sale) to or upon such Grantor or any other Person (all and each of which demands, advertisements and notices are hereby expressly waived to the maximum extent permitted by the Code and other applicable law), may forthwith enter upon the premises of such Grantor where any Collateral is located through self-help, without judicial process, without first obtaining a final judgment or giving such Grantor or any other Person notice and opportunity for a hearing on SCIL Agent’s claim or action and may collect, receive, assemble, process, appropriate and realize upon the Collateral Collateral, or any part thereof, and/or and may forthwith sell, lease, license, assign, give an option or options to purchase, or sell or otherwise dispose of and deliver said Collateral (or contract to do so), as the case may be, or any part thereof, in one or more parcels at a public or private sale or sales, at any exchange broker's board or at the Secured Party's offices or elsewhere at such prices as it may deem best (subject to Section 2.2 and the last sentence of this Section 5)acceptable, for cash or on credit or for future delivery without assumption of any credit risk. The Secured Party SCIL Agent or any SCIL Lender shall have the right upon any such public sale or sales and, to the extent permitted by law, upon any such private sale or sales, to purchase for the benefit of SCIL Agent and SCIL Lenders, the whole or any part of said Collateral so sold, free of any right or equity of redemption, which equity of redemption each Grantor hereby releases. The Secured Party Such sales may be adjourned and continued from time to time with or without notice. SCIL Agent shall pay over have the right to conduct such sales on any Grantor’s premises or elsewhere and shall have the right to use any Grantor’s premises without charge for such time or times as SCIL Agent deems necessary or advisable. If any Event of Default shall have occurred and be continuing, each Grantor further agrees, at SCIL Agent’s request, to assemble the Collateral and make it available to SCIL Agent at a place or places designated by SCIL Agent which are reasonably convenient to SCIL Agent and such Grantor, whether at such Grantor’s premises or elsewhere. Until SCIL Agent is able to effect a sale, lease, or other disposition of Collateral, SCIL Agent shall have the right to hold or use Collateral, or any part thereof, to the extent that it deems appropriate for the purpose of preserving Collateral or its value or for any other purpose deemed appropriate by SCIL Agent. SCIL Agent shall have no obligation to any Grantor to maintain or preserve the rights of such Grantor as against third parties with respect to Collateral while Collateral is in the possession of SCIL Agent. SCIL Agent may, if it so elects, seek the appointment of a receiver or keeper to take possession of Collateral and to enforce any of SCIL Agent’s remedies (for the benefit of SCIL Agent and SCIL Lenders), with respect to such appointment without prior notice or hearing as to such appointment. SCIL Agent shall apply the net proceeds of any such collection, recovery, receipt, appropriation, realization or sale, after deducting all reasonable costs and expenses incurred therein or incidental sale to the care, safekeeping or otherwise of any or all of Obligations as provided in the Collateral or in any way relating to the rights of the Secured Party hereunder, for application on an equal basis to the payment in whole or in part of the Secured ObligationsCredit Agreement, and only after so paying over such net proceeds proceeds, and after the payment by SCIL Agent of any other amount required by any provision of law, need the Secured Party SCIL Agent account for the surplus, if any, to IXCany Grantor. IXC To the maximum extent permitted by applicable law, each Grantor waives all claims, damages, and demands against SCIL Agent or any SCIL Lender arising out of the repossession, retention or sale of the Collateral except such as arise solely out of the gross negligence or willful misconduct of SCIL Agent or such SCIL Lender as finally determined by a court of competent jurisdiction. Each Grantor agrees that neither Secured Party needs to give more than thirty ten (3010) days' days prior notice (which notification shall be deemed given when mailed, postage prepaid, addressed to IXC at its address provided pursuant to this Security Agreement) by SCIL Agent of the time and place of any public sale or of the time after which a private sale may take place and that such notice is reasonable notification of such matters. The Secured Party's exercise of Grantors shall remain liable for any deficiency if the foregoing rights and remedies is subject to the provisions of Section 2.2 and any transferee (including the Secured Party) proceeds of any sale or disposition of the Collateral must agree are insufficient to be bound pay all Obligations, including any attorneys’ fees and other expenses incurred by SCIL Agent or any SCIL Lender to collect such provisionsdeficiency.

REMEDIES; RIGHTS UPON DEFAULT. (a) If any Event of Default shall occur and be continuing, the Secured Party Administrative Agent may exercise (in addition to all other rights and remedies granted to it in this Security Agreement) after thirty Agreement and in any other Loan Document, all rights and remedies of a secured party under the UCC. Without limiting the generality of the foregoing, each Grantor expressly agrees that in any such event the Administrative Agent, without demand of performance or other demand, advertisement or notice of any kind (30) days except the notice to IXC (and required by the Interim Order or Final Order or the notice specified below of time and place of public or private sale) to or upon such Grantor or any other Person (all and each of which demands, advertisements and/or notices are hereby expressly waived to the maximum extent permitted by the UCC and other applicable law), may forthwith collect, receive, appropriate and realize upon the Collateral Collateral, or any part thereof, and/or may forthwith sell, lease, assign, give an option or options to purchase, or sell or otherwise dispose of and deliver said Collateral (or contract to do so), as the case may be, or any part thereof, in one or more parcels at public or private sale or sales, at any exchange or broker's board or at any of the Secured PartyAdministrative Agent's offices or elsewhere at such prices as it may deem best (subject to Section 2.2 and the last sentence of this Section 5)best, for cash or on credit or for future delivery without assumption of any credit risk. The Secured Party Administrative Agent shall have the right upon any such public sale or sales to purchase the whole or any part of said Collateral so sold, free of any right or equity of redemption, which equity of redemption each Grantor hereby releases. Each Grantor further agrees, at the Administrative Agent's request, to assemble the Collateral make it available to the Administrative Agent at places which the Administrative Agent shall reasonably select, whether at such Grantor's premises or elsewhere. The Secured Party Administrative Agent shall pay over apply the net proceeds of any such collection, recovery, receipt, appropriation, realization or sale, after deducting sale (net of all reasonable costs and expenses incurred therein or incidental by the Administrative Agent in connection therewith, including attorney's fees and expenses), to the careObligations in the order set forth in this Agreement, safekeeping or otherwise of such Grantor remaining liable for any or all of the Collateral or in any way relating to the rights of the Secured Party hereunder, for application on an equal basis to the payment in whole or in part of the Secured Obligationsdeficiency remaining unpaid after such application, and only after so paying over such net proceeds and after the payment by the Administrative Agent of any other amount required by any provision of law need the Secured Party Administrative Agent account for the surplus, if any, to IXCsuch Grantor. IXC To the maximum extent permitted by applicable law, each Grantor waives all claims, damages and demands against the Administrative Agent and the Lenders arising out of the repossession, retention or sale of the Collateral except such as arise out of the gross negligence or willful misconduct of the Administrative Agent. Each Grantor agrees that neither Secured Party needs to the Administrative Agent need not give more than thirty (30) seven days' notice to the Borrower (which notification shall be deemed given when mailedmailed or delivered on an overnight basis, postage prepaid, addressed to IXC the Borrower at its address provided pursuant referred to this Security Agreementin Section 13.8) of the time and place of any public sale or of the time after which a private sale may take place and that such notice is reasonable notification of such matters. The Secured Party's exercise of Grantors shall remain liable for any deficiency if the foregoing rights and remedies is subject to the provisions of Section 2.2 and any transferee (including the Secured Party) proceeds of any sale or disposition of the Collateral must agree are insufficient to be bound pay all amounts to which the Administrative Agent is entitled, the Grantors also being liable for the fees and expenses of any attorneys employed by the Administrative Agent to collect such provisionsdeficiency.

REMEDIES; RIGHTS UPON DEFAULT. If any Default shall occur and be continuing, the Secured Party may exercise (in a) In addition to all other rights and remedies granted to it in under this Security Agreement) after thirty , the Credit Agreement, the other Loan Documents and under any other instrument or agreement securing, evidencing or relating to any of the Obligations, if any Event of Default shall have occurred and be continuing, Agent may exercise all rights and remedies of a secured party under the UCC. Without limiting the generality of the foregoing, each Grantor expressly agrees that in any such event Agent, without demand of performance or other demand, advertisement or notice of any kind (30) days notice to IXC (and except the notice specified below of time and place of public or private sale) to or upon such Grantor or any other Person (all and each of which demands, advertisements and notices are hereby expressly waived to the maximum extent permitted by the UCC and other applicable law), may forthwith enter upon the premises of such Grantor where any Collateral is located through self-help, without judicial process, without first obtaining a final judgment or giving such Grantor or any other Person notice and opportunity for a hearing on Agent's claim or action and may collect, receive, assemble, process, appropriate and realize upon the Collateral Collateral, or any part thereof, and/or and may forthwith sell, lease, license, assign, give an option or options to purchase, or sell or otherwise dispose of and deliver said Collateral (or contract to do so), as the case may be, or any part thereof, in one or more parcels at a public or private sale or sales, at any exchange broker's board or at the Secured Party's offices or elsewhere at such prices as it may deem best (subject to Section 2.2 and the last sentence of this Section 5)acceptable, for cash or on credit or for future delivery without assumption of any credit risk. The Secured Party Agent or any Lender shall have the right upon any such public sale or sales and, to the extent permitted by law, upon any such private sale or sales, to purchase for the benefit of Agent and Lenders, the whole or any part of said Collateral so sold. The Secured Party shall pay over the net proceeds , free of any right or equity of redemption, which equity of redemption each Grantor hereby releases. Such sales may be adjourned and continued from time to time with or without notice. Agent shall have the right to conduct such collection, recovery, receipt, appropriation, realization sales on each Grantor's premises or sale, after deducting all reasonable costs elsewhere and expenses incurred therein shall have the right to use such Grantor's premises without charge for such time or incidental to the care, safekeeping times as Agent deems necessary or otherwise of any or all of the Collateral or in any way relating to the rights of the Secured Party hereunder, for application on an equal basis to the payment in whole or in part of the Secured Obligations, and only after such net proceeds need the Secured Party account for the surplus, if any, to IXC. IXC agrees that neither Secured Party needs to give more than thirty (30) days' notice (which notification shall be deemed given when mailed, postage prepaid, addressed to IXC at its address provided pursuant to this Security Agreement) of the time and place of any public sale may take place and that such notice is reasonable notification of such matters. The Secured Party's exercise of the foregoing rights and remedies is subject to the provisions of Section 2.2 and any transferee (including the Secured Party) of any of the Collateral must agree to be bound by such provisionsadvisable.

REMEDIES; RIGHTS UPON DEFAULT. (a) If any Event of Default shall occur and be continuing, the Secured Party Agent may exercise (in addition to all other rights and remedies granted to it in this Security Agreement) after thirty Agreement and in any other Loan Document, all rights and remedies of a secured party under the UCC. Without limiting the generality of the foregoing, each Loan Party expressly agrees that in any such event the Agent, without demand of performance or other demand, advertisement or notice of any kind (30) days except the notice to IXC (and required by the Interim Order or Final Order or the notice specified below of time and place of public or private sale) to or upon such Loan Party or any other Person (all and each of which demands, advertisements and/or notices are hereby expressly waived to the maximum extent permitted by the UCC and other applicable law), may forthwith collect, receive, appropriate and realize upon the Collateral Collateral, or any part thereof, and/or may forthwith sell, lease, assign, give an option or options to purchase, or sell or otherwise dispose of and deliver said Collateral (or contract to do so), as the case may be, or any part thereof, in one or more parcels at public or private sale or sales, at any exchange or broker's board or at any of the Secured PartyAgent's offices or elsewhere at such prices as at it may deem best (subject to Section 2.2 and the last sentence of this Section 5)best, for cash or on credit or for future delivery without assumption of any credit risk. The Secured Party Agent shall have the right upon any such public sale or sales to purchase the whole or any part of said Collateral so sold, free of any right or equity of redemption, which equity of redemption each Loan Party hereby releases. Each Loan Party further agrees, at the Agent's request, to assemble the Collateral make it available to the Agent at places which the Agent shall reasonably select, whether at such Loan Party's premises or elsewhere. The Secured Party Agent shall pay over apply the net proceeds of any such collection, recovery, receipt, appropriation, realization or sale, after deducting sale (net of all reasonable costs and expenses incurred therein or incidental by the Agent in connection therewith, including, without limitation, attorney's fees and expenses), to the care, safekeeping or otherwise of any or all of the Collateral or Obligations in any way relating to order deemed appropriate by the rights of the Secured Agent, such Loan Party hereunder, remaining liable for application on an equal basis to the payment in whole or in part of the Secured Obligationsany deficiency remaining unpaid after such application, and only after so paying over such net proceeds and after the payment by the Agent of any other amount required by any provision of law, including Section 9-504(l)(c) of the UCC, need the Secured Party Agent account for the surplus, if any, to IXCsuch Loan Party. IXC To the maximum extent permitted by applicable law, each Loan Party waives all claims, damages, and demands against the Agent and the Lenders arising out of the repossession, retention or sale of the Collateral except such as arise out of the gross negligence or willful misconduct of the Agent. Each Loan Party agrees that neither Secured Party needs to the Agent need not give more than thirty seven (307) days' notice to the Borrower (which notification shall be deemed given when mailedmailed or delivered on an overnight basis, postage prepaid, addressed to IXC the Borrower at its address provided pursuant referred to this Security Agreementin Section 11.02) of the time and place of any public sale or of the time after which a private sale may take place and that such notice is reasonable notification of such matters. The Secured Party's exercise of Borrower and the foregoing rights and remedies is subject to other Loan Parties shall remain liable for any deficiency if the provisions of Section 2.2 and any transferee (including the Secured Party) proceeds of any sale or disposition of the Collateral must agree are insufficient to be bound pay all amounts to which the Agent is entitled, the Borrower and the other Loan Parties also being liable for the fees and expenses of any attorneys employed by the Agent to collect such provisionsdeficiency.

REMEDIES; RIGHTS UPON DEFAULT. (a) If any or Event of Default shall occur and be continuing, the Pledgee may (on behalf of and as agent for Secured Party may Parties) exercise (in addition to all other rights and remedies granted to it in this Security AgreementAgreement and in any other instrument or agreement securing, evidencing or relating to the Secured Obligations, all rights and remedies of a secured party under -------------------------------------------------------------------------------- SECURITY AGREEMENT - Page 11 SecAgmt Management (Inventory Management Systems, Inc.) after thirty the UCC. Without limiting the generality of the foregoing, Borrower expressly agrees that in any such event Pledgee, without demand of performance or other demand, advertisement or notice of any kind (30) days notice to IXC (and except the notice specified below of time and place of public or private sale) to or upon Borrower or any other Person (all and each of which demands, advertisements and/or notices are hereby expressly waived to the maximum extent permitted by the UCC and other applicable law), may forthwith collect, receive, appropriate and realize upon the Collateral Collateral, or any part thereof, and/or may forthwith sell, lease, assign, give an option or options to purchase, or sell or otherwise dispose of and deliver said Collateral (or contract to do so), as the case may be, or any part thereof, in one or more parcels at public or private sale or sales, at any exchange or broker's board or at the Secured Partyany of Pledgee's offices or elsewhere at such prices as it may deem best (subject to Section 2.2 and the last sentence of this Section 5)best, for cash or on credit or for future delivery without assumption of any credit risk. The Secured Party Pledgee shall have the right upon any such public sale or sales sales, and, to the extent permitted by law, upon any such private sale or sales, to purchase the whole or any part of said Collateral so sold, free of any right or equity of redemption, which equity of redemption Borrower hereby releases. The Secured Party Borrower further agrees, at Pledgee's request, to assemble the Collateral and make it available to Pledgee at places which Pledgee shall pay over reasonably select, whether at Borrower's premises or elsewhere. Pledgee shall apply the net proceeds of any such collection, recovery, receipt, appropriation, realization or sale, as provided in Section 8(d) hereof, Borrower remaining liable for any deficiency remaining unpaid after deducting all reasonable costs and expenses incurred therein or incidental to the care, safekeeping or otherwise of any or all of the Collateral or in any way relating to the rights of the Secured Party hereunder, for application on an equal basis to the payment in whole or in part of the Secured Obligationssuch application, and only after so paying over such net proceeds and after the payment by Lender of any other amount required by any provision of law, including Section 9-504 of the UCC, need the Secured Party Lender account for the surplus, if any, to IXCBorrower. IXC To the maximum extent permitted by applicable law, Borrower waives all claims, damages, and demands against Pledgee or any Secured Party arising out of the repossession, retention or sale of the Collateral except such as arise out of the gross negligence or willful misconduct of Pledgee. Borrower agrees that neither Secured Party needs to the Pledgee need not give more than thirty (30) ten days' notice (which notification shall be deemed given when mailedmailed or delivered on an overnight basis, postage prepaid, addressed to IXC Borrower at its address provided pursuant referred to this Security Agreementin Section 12 hereof) of the time and place of any public sale or of the time after which a private sale may take place and that such notice is reasonable notification of such matters. The Secured Party's exercise of Borrower shall remain liable for any deficiency if the foregoing rights and remedies is subject to the provisions of Section 2.2 and any transferee (including the Secured Party) proceeds of any sale or disposition of the Collateral must agree are insufficient to be bound pay all amounts to which Secured Parties are entitled, Borrower also being liable for the reasonable fees of any attorneys employed by Pledgee or any Secured Party to collect such provisionsdeficiency.

REMEDIES; RIGHTS UPON DEFAULT. (a) If any Default or Event of Default shall occur and be continuing, Agent may, and shall at the Secured Party may request of the Required Holders, exercise (in addition to all other rights and remedies granted to it in this Security Agreement) after thirty Agreement and in any other instrument or agreement securing, evidencing, or relating to the Secured Obligations, all rights and remedies of a secured party under the UCC. Without limiting the generality of the foregoing, each Grantor expressly agrees that in any such event Agent, without demand of performance or other demand, advertisement, or notice of any kind (30) days notice to IXC (and except the notice specified below of time and place of public or private sale) to or upon such Grantor or any other person (all and each of which demands, advertisements, and/or notices are hereby expressly waived to the maximum extent permitted by the UCC and other applicable law), may forthwith collect, receive, appropriate appropriate, and realize upon the Collateral Collateral, or any part thereof, and/or may forthwith sell, lease, assign, give an option or options to purchase, or sell or otherwise dispose of and deliver said such Collateral (or contract to do so), as the case may be, or any part thereof, in one or more parcels at public or private sale or sales, at any exchange or broker's board or at the Secured Partyany of Agent's offices or elsewhere at such prices as it may deem best (subject to Section 2.2 and the last sentence of this Section 5)best, for cash or on credit or for future delivery without assumption of any credit risk. The Secured Party Agent shall have the right upon any such public sale or sales sales, and, to the extent permitted by law, upon any such private sale or sales, to purchase the whole or any part of said such Collateral so sold, free of any right or equity of redemption, which equity of redemption such Grantor hereby releases. Each Grantor further agrees, at Agent's request, to assemble the Collateral and make it available to Agent at places that Agent shall reasonably select, whether at such Grantor's premises or elsewhere. The Secured Party Agent shall pay over apply the net proceeds of any such collection, recovery, receipt, appropriation, realization realization, or sale, as provided in SECTION 8(D) hereof, such Grantor remaining liable for any deficiency remaining unpaid after deducting all reasonable costs and expenses incurred therein or incidental to the care, safekeeping or otherwise of any or all of the Collateral or in any way relating to the rights of the Secured Party hereunder, for application on an equal basis to the payment in whole or in part of the Secured Obligationssuch application, and only after so paying over such net proceeds and after the payment by Agent of any other amount required by any provision of law, including section 9615(a)(3) of the UCC, need the Secured Party Agent account for the surplus, if any, to IXCsuch Grantor. IXC To the maximum extent permitted by applicable law, each Grantor waives all claims, damages, and demands against Agent and Holders arising out of the repossession, retention, or sale of the Collateral except such as arise out of the gross negligence or willful misconduct of Agent or any Holder. Each Grantor agrees that neither Secured Party needs to the Agent need not give more than thirty ten (3010) days' notice (which notification shall be deemed given when mailedmailed or delivered on an overnight basis, postage prepaid, addressed to IXC such Grantor at its address provided pursuant referred to this Security Agreement) of the time and place of any public sale may take place and that such notice is reasonable notification of such matters. The Secured Party's exercise of the foregoing rights and remedies is subject to the provisions of Section 2.2 and any transferee (including the Secured Party) of any of the Collateral must agree to be bound by such provisions.in

REMEDIES; RIGHTS UPON DEFAULT. If any Default shall occur and be continuing, the Secured Party may exercise (in a) In addition to all other rights and remedies granted to it in under this Security Agreement) after thirty , the Credit Agreement, the other Credit Documents and under any other instrument or agreement securing, evidencing or relating to any of the Secured Obligations, if any Event of Default shall have occurred and be continuing and Required Notice has been given, Collateral Agent may exercise all rights and remedies of a secured party under the Code. Without limiting the generality of the foregoing, each Grantor expressly agrees that in any such event Collateral Agent, without demand of performance or other demand, advertisement or notice of any kind (30) days notice to IXC (and except the notice specified below of time and place of public or private salesale and except for notices required under the Credit Documents, if any) to or upon such Grantor or any other Person (all and each of which demands, advertisements and notices are hereby expressly waived to the maximum extent permitted by the Code and other applicable law), may (A) forthwith enter upon the premises of such Grantor where any Collateral is located through self-help, without judicial process, without first obtaining a final judgment or giving such Grantor or any other Person notice and opportunity for a hearing on Collateral Agent’s claim or action, (B) collect, receive, assemble, process, appropriate and realize upon the Collateral Collateral, or any part thereof, and/or may and (C) forthwith sell, lease, license, assign, give an option or options to purchase, or sell or otherwise dispose of and deliver said Collateral (or contract to do so), as the case may be, or any part thereof, in one or more parcels at a public or private sale or sales, at any exchange broker's board or at the Secured Party's offices or elsewhere at such prices as it may deem best (subject to Section 2.2 and the last sentence of this Section 5)acceptable, for cash or on credit or for future delivery without assumption of any credit risk. The Secured Party Collateral Agent shall have the right upon any such public sale or sales and, to the extent permitted by law, upon any such private sale or sales, to purchase the whole or any part of said Collateral so sold, free of any right or equity of redemption, which equity of redemption each Grantor hereby releases. The Secured Party Such sales may be adjourned and continued from time to time with or without notice. Collateral Agent shall pay over have the right to conduct such sales on any Grantor’s premises or elsewhere and shall have the right to use any Grantor’s premises without charge for such time or times as Collateral Agent deems necessary or advisable. If any Event of Default shall have occurred and be continuing and Required Notice has been given, each Grantor further agrees, at Collateral Agent’s request, to assemble the Collateral and make it available to Collateral Agent at a place or places designated by Collateral Agent which are reasonably convenient to Collateral Agent and such Grantor, whether at such Grantor’s premises or elsewhere. Until Collateral Agent is able to effect a sale, lease, or other disposition of Collateral, Collateral Agent shall have the right to hold or use Collateral, or any part thereof, to the extent that it deems appropriate for the purpose of preserving Collateral or its value or for any other purpose deemed appropriate by Collateral Agent. Collateral Agent shall have no obligation to any Grantor to maintain or preserve the rights of such Grantor as against third parties with respect to Collateral while Collateral is in the possession of Collateral Agent. Collateral Agent may, if it so elects, seek the appointment of a receiver or keeper to take possession of Collateral and to enforce any of Collateral Agent’s remedies without prior notice or hearing as to such appointment. Collateral Agent shall apply the net proceeds of any such collection, recovery, receipt, appropriation, realization or sale, after deducting all reasonable costs and expenses incurred therein or incidental sale to the care, safekeeping or otherwise Secured Obligations as provided in Section 9 of any or all of the Collateral or in any way relating to the rights of the Secured Party hereunder, for application on an equal basis to the payment in whole or in part of the Secured Obligationsthis Security Agreement, and only after so paying over such net proceeds proceeds, and after the payment by Collateral Agent of any other amount required by any provision of law, need the Secured Party Collateral Agent account for the surplus, if any, to IXCany Grantor. IXC To the maximum extent permitted by applicable law, each Grantor waives all claims, damages, and demands against Collateral Agent arising out of the repossession, retention or sale of the Collateral except such as arise solely out of the gross negligence or willful misconduct of Collateral Agent as finally determined by a court of competent jurisdiction. Each Grantor agrees that neither Secured Party needs to give more than thirty ten (3010) days' days prior notice (which notification shall be deemed given when mailed, postage prepaid, addressed to IXC at its address provided pursuant to this Security Agreement) by Collateral Agent of the time and place of any public sale or of the time after which a private sale may take place and that such notice is reasonable notification of such matters. The Secured Party's exercise of Grantors shall remain liable for any deficiency if the foregoing rights and remedies is subject to the provisions of Section 2.2 and any transferee (including the Secured Party) proceeds of any sale or disposition of the Collateral must agree are insufficient to be bound pay all Secured Obligations, including any attorneys’ fees and other expenses incurred by Collateral Agent to collect such provisionsdeficiency.

REMEDIES; RIGHTS UPON DEFAULT. If (a) Upon the occurrence of any Default shall occur and be continuingEvent of Default, the Secured Party Agent, on behalf of the Lenders, may exercise (in addition to all other rights and remedies granted to it in this Security Agreement) after thirty Agreement and in any other instrument or agreement securing, evidencing or relating to the Obligations, all rights and remedies of a secured party under the UCC. Without limiting the generality of the foregoing, Grantor expressly agrees that in any such event the Lenders, without demand of performance or other demand, advertisement or notice of any kind (30) days except notice to IXC (and the notice specified below of time and place of a public or private salesale as provided in this Section 9(a)) of any kind to or upon Grantor or any other person (all and each of which demands, advertisements and/or notices are hereby expressly waived to the maximum extent permitted by the UCC and other applicable law), may forthwith collect, receive, appropriate and realize upon the Collateral Collateral, or any part thereof, and/or may forthwith sell, lease, assign, give an option or options to purchase, or sell or otherwise dispose of and deliver said Collateral (or contract to do so), as the case may be, or any part thereof, in one or more parcels at public or private sale or sales, at any exchange or broker's board or at any of the Secured Party's Lenders' offices or elsewhere at such prices as it may deem best (subject to Section 2.2 and the last sentence of this Section 5)best, for cash or on credit or for future delivery without assumption of any credit risk. The Secured Party Lenders shall have the right upon any such public sale or sales sales, and, to the extent permitted by law, upon any such private sale or sales, to purchase the whole or any part of said Collateral so sold, free of any right or equity of redemption, which equity of redemption Grantor hereby releases. Grantor further agrees, at Agent's request, to assemble the Collateral and make it available to Agent or Lenders at places which the Agent shall reasonably select, whether at Grantor's premises or elsewhere. The Secured Party Agent shall pay over apply the net proceeds of any such collection, recovery, receipt, appropriation, realization or sale, as provided in Section 9(d) hereof, Grantor remaining liable for any deficiency remaining unpaid after deducting all reasonable costs and expenses incurred therein or incidental to the care, safekeeping or otherwise of any or all of the Collateral or in any way relating to the rights of the Secured Party hereunder, for application on an equal basis to the payment in whole or in part of the Secured Obligationssuch application, and only after so paying over such net proceeds and after the payment by the Agent of any other amount required by any provision of law, including section 9-504(1)(c) of the UCC, need the Secured Party Agent account for the surplus, if any, to IXCGrantor. IXC To the maximum extent permitted by applicable law, Grantor waives all claims, damages and demands against the Lenders arising out of the repossession, retention or sale of the Collateral except such as arise out of the gross negligence or willful misconduct of the Agent or the Lenders. Grantor agrees that neither Secured Party needs to the Agent need not give more than thirty ten (3010) days' days notice (which notification shall be deemed given when mailedmailed or delivered on an overnight basis, postage prepaid, addressed to IXC Grantor at its address provided pursuant referred to this Security Agreementin Section 12 hereof) of the time and place of any public sale or of the time after which a private sale may take place and that such notice is reasonable notification of such matters. The Secured Party's exercise of Grantor shall remain liable for any deficiency if the foregoing rights and remedies is subject to the provisions of Section 2.2 and any transferee (including the Secured Party) proceeds of any sale or disposition of the Collateral must agree are insufficient to be bound pay all amounts to which the Lenders, for their benefit, are entitled, Grantor also being liable for the reasonable fees of any attorneys employed by the Lenders to collect such provisionsdeficiency.

REMEDIES; RIGHTS UPON DEFAULT. If any Default shall occur and be continuing, the Secured Party may exercise (in a) In addition to all other rights and remedies granted to it in him under this Security Agreement) after thirty , the Collateral Trust Agreement, and under any other instrument or agreement securing, evidencing or relating to any of the Obligations, if any Event of Default shall have occurred and be continuing, the Collateral Trustee may exercise all rights and remedies of a secured party under the Code. Without limiting the generality of the foregoing, each Grantor expressly agrees that in any such event the Collateral Trustee, without demand of performance or other demand, advertisement or notice of any kind (30) days notice to IXC (and except the notice specified below of time and place of public or private sale) to or upon such Grantor or any other Person (all and each of which demands, advertisements and notices are hereby expressly waived to the maximum extent permitted by the Code and other applicable law), may forthwith enter upon the premises of such Grantor where any Collateral is located through self-help, without judicial process, without first obtaining a final judgment or giving such Grantor or any other Person notice and opportunity for a hearing on the Collateral Trustee's claim or action and may collect, receive, assemble, process, appropriate and realize upon the Collateral Collateral, or any part thereof, and/or and may forthwith sell, lease, license, assign, give an option or options to purchase, or sell or otherwise dispose of and deliver said Collateral (or contract to do so), as the case may be, or any part thereof, in one or more parcels at a public or private sale or sales, at any exchange broker's board or at the Secured Party's offices or elsewhere at such prices as it may deem best (subject to Section 2.2 and the last sentence of this Section 5)acceptable, for cash or on credit or for future delivery without assumption of any credit risk. The Secured Party the Collateral Trustee shall have the right upon any such public sale or sales and, to the extent permitted by law, upon any such private sale or sales, to purchase the whole or any part of said Collateral so sold, free of any right or equity of redemption, which equity of redemption each Grantor hereby releases. Such sales may be adjourned and continued from time to time with or without notice. The Secured Party Collateral Trustee shall pay over have the right to conduct such sales on any Grantor's premises or elsewhere and shall have the right to use any Grantor's premises without charge for such time or times as the Collateral Trustee deems necessary or advisable. If any Event of Default shall have occurred and be continuing, each Grantor further agrees, at the Collateral Trustee's request, to assemble the Collateral and make it available to the Collateral Trustee at a place or places designated by the Collateral Trustee which are reasonably convenient to the Collateral Trustee and such Grantor, whether at such Grantor's premises or elsewhere. Until the Collateral Trustee is able to effect a sale, lease, or other disposition of Collateral, the Collateral Trustee shall have the right to hold or use Collateral, or any part thereof, to the extent that he deems appropriate for the purpose of preserving Collateral or its value or for any other purpose deemed appropriate by the Collateral Trustee. The Collateral Trustee shall have no obligation to any Grantor to maintain or preserve the rights of such Grantor as against third parties with respect to Collateral while Collateral is in the possession of the Collateral Trustee. The Collateral Trustee may, if he so elects, seek the appointment of a receiver or keeper to take possession of Collateral and to enforce any of the Collateral Trustee's remedies without prior notice or hearing as to such appointment. The Collateral Trustee shall apply the net proceeds of any such collection, recovery, receipt, appropriation, realization or sale, after deducting all reasonable costs and expenses incurred therein or incidental sale to the care, safekeeping or otherwise of any or all of Obligations as provided in the Collateral or in any way relating to the rights of the Secured Party hereunder, for application on an equal basis to the payment in whole or in part of the Secured ObligationsTrust Agreement, and only after so paying over such net proceeds proceeds, and after the payment by the Collateral Trustee of any other amount required by any provision of law, need the Secured Party Collateral Trustee account for the surplus, if any, to IXCany Grantor. IXC To the maximum extent permitted by applicable law, each Grantor waives all claims, damages, and demands against the Collateral Trustee arising out of the repossession, retention or sale of the Collateral except such as arise solely out of the gross negligence or willful misconduct of the Collateral Trustee as finally determined by a court of competent jurisdiction. Each Grantor agrees that neither Secured Party needs to give more than thirty twenty (3020) days' days prior notice (which notification shall be deemed given when mailed, postage prepaid, addressed to IXC at its address provided pursuant to this Security Agreement) by the Collateral Trustee of the time and place of any public sale or of the time after which a private sale may take place and that such notice is reasonable notification of such matters. The Secured Party's exercise of Grantors shall remain liable for any deficiency if the foregoing rights and remedies is subject to the provisions of Section 2.2 and any transferee (including the Secured Party) proceeds of any sale or disposition of the Collateral must agree are insufficient to be bound pay all Obligations, including any attorneys' fees and other expenses incurred by the Collateral Trustee to collect such provisionsdeficiency.

REMEDIES; RIGHTS UPON DEFAULT. If any Default shall occur and be continuing, the Secured Party may exercise (in a) In addition to all other rights and remedies granted to it under this Agreement, the Credit Agreement, the other Loan Documents, and under any other instrument or agreement securing, evidencing, or relating to any of the Secured Obligations, if any Event of Default shall have occurred and be continuing, the Agent may exercise all rights and remedies of a secured party under the UCC. Without limiting the generality of the foregoing, each Grantor expressly agrees that in this Security Agreement) after thirty any such event the Agent, without demand of performance or other demand, advertisement, or notice of any kind (30) days notice to IXC (and except the notice specified below of time and place of public or private sale) to or upon any Grantor or any other Person (all and each of which demands, advertisements, and notices are hereby expressly waived to the maximum extent permitted by the UCC and other applicable law), may forthwith enter upon the premises of any Grantor where any Collateral is located through self-help, without judicial process, without first obtaining a final judgment or giving such Grantor or any other Person notice and opportunity for a hearing on the Agent's claim or action and may collect, receive, appropriate assemble, process, appropriate, and realize upon the Collateral Collateral, or any part thereof, and/or and may forthwith sell, lease, license, assign, give an option or options to purchase, or sell or otherwise dispose of and deliver said Collateral (or contract to do so), as the case may be, or any part thereof, in one or more parcels at a public or private sale or sales, at any exchange broker's board or at the Secured Party's offices or elsewhere at such prices as it the Agent may deem best (subject to Section 2.2 and the last sentence of this Section 5)acceptable, for cash or on credit or for future delivery without assumption of any credit risk. The Secured Party Agent or any Lender shall have the right upon any such public sale or sales and, to the extent permitted by law, upon any such private sale or sales, to purchase for the benefit of the Agent and the Lenders, the whole or any part of said Collateral so sold, free of any right or equity of redemption, which equity of redemption each Grantor hereby releases. Such sales may be adjourned and continued from time to time with or without notice. The Secured Party Agent shall pay over have the net proceeds of right to conduct such sales on any Grantor's premises or elsewhere and shall have the right to use each Grantor's premises without charge for such collection, recovery, receipt, appropriation, realization time or sale, after deducting all reasonable costs and expenses incurred therein times as the Agent deems necessary or incidental to the care, safekeeping or otherwise of any or all of the Collateral or in any way relating to the rights of the Secured Party hereunder, for application on an equal basis to the payment in whole or in part of the Secured Obligations, and only after such net proceeds need the Secured Party account for the surplus, if any, to IXC. IXC agrees that neither Secured Party needs to give more than thirty (30) days' notice (which notification shall be deemed given when mailed, postage prepaid, addressed to IXC at its address provided pursuant to this Security Agreement) of the time and place of any public sale may take place and that such notice is reasonable notification of such matters. The Secured Party's exercise of the foregoing rights and remedies is subject to the provisions of Section 2.2 and any transferee (including the Secured Party) of any of the Collateral must agree to be bound by such provisionsadvisable.

REMEDIES; RIGHTS UPON DEFAULT. If any Default shall occur and be continuing, the Secured Party may exercise (in a) In addition to all other rights and remedies granted to it in under this Security Agreement) after thirty , the Credit Agreement, the other Loan Documents and under any other instrument or agreement securing, evidencing or relating to any of the Obligations, if any Event of Default shall have occurred and be continuing, the Lender may exercise all rights and remedies of a secured party under the UCC. Without limiting the generality of the foregoing, each Grantor expressly agrees that in any such event the Lender, without demand of performance or other demand, advertisement or notice of any kind (30) days notice to IXC (and except the notice specified below of time and place of public or private sale) to or upon such Grantor or any other Person (all and each of which demands, advertisements and notices are hereby expressly waived to the maximum extent permitted by the UCC and other applicable law), may forthwith enter upon the premises of such Grantor where any Collateral is located through self-help, without judicial process, without first obtaining a final judgment or giving such Grantor or any other Person notice and opportunity for a hearing on Lender’s claim or action and may collect, receive, assemble, process, appropriate and realize upon the Collateral Collateral, or any part thereof, and/or and may forthwith sell, lease, license, assign, give an option or options to purchase, or sell or otherwise dispose of and deliver said Collateral (or contract to do so), as the case may be, or any part thereof, in one or more parcels at a public or private sale or sales, at any exchange broker's board or at the Secured Party's offices or elsewhere at such prices as it may deem best (subject to Section 2.2 and the last sentence of this Section 5)acceptable, for cash or on credit or for future delivery without assumption of any credit risk. The Secured Party Lender shall have the right upon any such public sale or sales and, to the extent permitted by law, upon any such private sale or sales, to purchase for the benefit of the Lender, the whole or any part of said Collateral so sold, free of any right or equity of redemption, which equity of redemption each Grantor hereby releases. Such sales may be adjourned and continued from time to time with or without notice. The Secured Party Lender shall pay over have the net proceeds of right to conduct such sales on any Grantor’s premises or elsewhere and shall have the right to use any Grantor’s premises without charge for such collection, recovery, receipt, appropriation, realization time or sale, after deducting all reasonable costs and expenses incurred therein times as the Lender deems necessary or incidental to the care, safekeeping or otherwise of any or all of the Collateral or in any way relating to the rights of the Secured Party hereunder, for application on an equal basis to the payment in whole or in part of the Secured Obligations, and only after such net proceeds need the Secured Party account for the surplus, if any, to IXC. IXC agrees that neither Secured Party needs to give more than thirty (30) days' notice (which notification shall be deemed given when mailed, postage prepaid, addressed to IXC at its address provided pursuant to this Security Agreement) of the time and place of any public sale may take place and that such notice is reasonable notification of such matters. The Secured Party's exercise of the foregoing rights and remedies is subject to the provisions of Section 2.2 and any transferee (including the Secured Party) of any of the Collateral must agree to be bound by such provisionsadvisable.

REMEDIES; RIGHTS UPON DEFAULT. (a) If any Event of Default shall occur and be continuingcontinuing and not otherwise timely cured, the Secured Party VMR may exercise (in addition to all other rights and remedies granted to it in this Security Agreement) after thirty Agreement and in any other instrument or agreement securing, evidencing or relating to the Secured Obligations, all rights and remedies of a secured party under the UCC. Without limiting the generality of the foregoing, Company expressly agrees that in any such event VMR, without demand of performance or other demand, advertisement or notice of any kind (30) days notice to IXC (and except the notice specified below of time and place of public or private sale) to or upon Company or any other person (all and each of which demands, advertisements and/or notices are hereby expressly waived to the maximum extent permitted by the UCC and other applicable law), may forthwith collect, receive, appropriate and realize upon the Collateral Collateral, or any part thereof, and/or may forthwith sell, lease, assign, give an option or options to purchase, or sell or otherwise dispose of and deliver said Collateral (or contract to do so), as the case may be, or any part thereof, in one or more parcels at public or private sale or sales, at any exchange or broker's board or at the Secured Partyany of VMR's offices or elsewhere at such prices as it may deem best (subject to Section 2.2 and the last sentence of this Section 5)best, for cash or on credit or for future delivery without assumption of any credit risk. The Secured Party VMR shall have the right upon any such public sale or sales sales, and, to the extent permitted by law, upon any such private sale or sales, to purchase the whole or any part of said Collateral so sold, free of any right or equity of redemption, which equity of redemption Company hereby releases. The Secured Party Company further agrees, at VMR's request, to assemble the Collateral and make it available to VMR at places which VMR shall pay over reasonably select, whether at Company's premises or elsewhere. VMR shall apply the net proceeds of any such collection, recovery, receipt, appropriation, realization or sale, after deducting all reasonable costs and expenses incurred therein or incidental to as provided in Section 8(d) hereof, Company remaining liable, as expressly provided in the care, safekeeping or otherwise of any or all of the Collateral or in any way relating to the rights of the Secured Party hereunderFinancing Agreement only, for application on an equal basis to the payment in whole or in part of the Secured Obligationsany deficiency remaining unpaid after such application, and only after so paying over such net proceeds and after the payment by VMR of any other amount required by any provision of law, including Section 9-504(1)(c) of the UCC, need the Secured Party VMR account for the surplus, if any, to IXCCompany. IXC To the maximum extent permitted by applicable law, Company waives all claims, damages, and demands against VMR arising out of the repossession, retention or sale of the Collateral except such as arise out of the gross negligence or wilful misconduct of VMR. Company agrees that neither Secured Party needs to VMR need not give more than thirty ten (3010) days' notice (which notification shall be deemed given when mailedmailed or delivered on an overnight basis, postage prepaid, addressed to IXC Company at its address provided pursuant referred to this Security Agreementin Section 12 hereof) of the time and place of any public sale or of the time after which a private sale may take place and that such notice is reasonable notification of such matters. The Secured Party's exercise of Company shall remain liable, as expressly provided in the foregoing rights and remedies is subject to Financing Agreement only, for any deficiency if the provisions of Section 2.2 and any transferee (including the Secured Party) proceeds of any sale or disposition of the Collateral must agree are insufficient to be bound pay all amounts to which VMR is entitled, Company also being liable, as expressly provided in the Financing Agreement only, for the reasonable fees of any attorneys employed by VMR to collect such provisionsdeficiency.

REMEDIES; RIGHTS UPON DEFAULT. If any Default shall occur and be continuing, the Secured Party may exercise (in a) In addition to all other rights and remedies granted to it under the other Loan Documents and under any other instrument or agreement securing, evidencing or relating to any of the Secured Obligations, if any Event of Default shall have occurred and be continuing, the Administrative Agent may exercise all rights and remedies of a secured party under the Code. Without limiting the generality of the foregoing, each Borrower expressly agrees that in this Security Agreement) after thirty any such event the Administrative Agent, without demand of performance or other demand, advertisement or notice of any kind (30) days except the notice to IXC (and required by the Final DIP Order or the notice specified below of time and place of public or private sale) to or upon such Borrower or any other Person (all and each of which demands, advertisements and notices are hereby expressly waived to the maximum extent permitted by the Code and other applicable law), may, to the maximum extent permitted by law, forthwith enter upon the premises of such Borrower where any Collateral is located through self-help, without judicial process, without first obtaining a final judgment or giving such Borrower or any other Person notice and opportunity for a hearing on the Administrative Agent’s claim or action and may forthwith collect, receive, assemble, process, appropriate and realize upon the Collateral Collateral, or any part thereof, and/or and may forthwith sell, lease, license, assign, give an option or options to purchase, or sell or otherwise dispose of and deliver said Collateral (or contract to do so), as the case may be, or any part thereof, in one or more parcels at a public or private sale or sales, at any exchange broker's board or at the Secured Party's offices or elsewhere at such prices as it may deem best (subject to Section 2.2 and the last sentence of this Section 5)acceptable, for cash or on credit or for future delivery without assumption of any credit risk. The Secured Party Administrative Agent or any Lender shall have the right upon any such public sale or sales and, to the extent permitted by law, upon any such private sale or sales, to purchase for the benefit of the Lenders, the whole or any part of said Collateral so sold, free of any right or equity of redemption, which equity of redemption each Borrower hereby releases. Such sales may be adjourned and continued from time to time with or without notice. The Secured Party Administrative Agent shall pay over have the net proceeds of right to conduct such sales on any Borrower’s premises or elsewhere and shall have the right to use any Borrower’s premises without charge for such collectiontime or times as the Administrative Agent may deem necessary or advisable. EACH BORROWER HEREBY IRREVOCABLY CONSTITUTES AND APPOINTS THE ADMINISTRATIVE AGENT AS THE PROXY AND ATTORNEY-IN-FACT OF SUCH BORROWER WITH RESPECT TO THE PLEDGED COLLATERAL, recoveryINCLUDING THE RIGHT TO VOTE THE PLEDGED SHARES, receiptWITH FULL POWER OF SUBSTITUTION TO DO SO. THE APPOINTMENT OF THE ADMINISTRATIVE AGENT AS PROXY AND ATTORNEY-IN-FACT IS COUPLED WITH AN INTEREST AND SHALL BE IRREVOCABLE UNTIL THE TERMINATION DATE. IN ADDITION TO THE RIGHT TO VOTE THE PLEDGED SHARES, appropriationTHE APPOINTMENT OF THE ADMINISTRATIVE AGENT AS PROXY AND ATTORNEY-IN-FACT SHALL INCLUDE THE RIGHT TO EXERCISE ALL OTHER RIGHTS, realization or salePOWERS, after deducting all reasonable costs and expenses incurred therein or incidental to the carePRIVILEGES AND REMEDIES TO WHICH A HOLDER OF THE PLEDGED SHARES WOULD BE ENTITLED (INCLUDING GIVING OR WITHHOLDING WRITTEN CONSENTS OF SHAREHOLDERS, safekeeping or otherwise of any or all of the Collateral or in any way relating to the rights of the Secured Party hereunderCALLING SPECIAL MEETINGS OF SHAREHOLDERS AND VOTING AT SUCH MEETINGS). SUCH PROXY SHALL BE EFFECTIVE, for application on an equal basis to the payment in whole or in part of the Secured ObligationsAUTOMATICALLY AND WITHOUT THE NECESSITY OF ANY ACTION (INCLUDING ANY TRANSFER OF ANY PLEDGED SHARES ON THE RECORD BOOKS OF THE ISSUER THEREOF) BY ANY PERSON (INCLUDING THE ISSUER OF THE PLEDGED SHARES OR ANY OFFICER OR AGENT THEREOF), and only after such net proceeds need the Secured Party account for the surplusUPON THE OCCURRENCE OF AN EVENT OF DEFAULT. NOTWITHSTANDING THE FOREGOING, if any, to IXC. IXC agrees that neither Secured Party needs to give more than thirty (30X) days' notice THE ADMINISTRATIVE AGENT SHALL NOT HAVE ANY DUTY TO EXERCISE ANY SUCH RIGHT OR TO PRESERVE THE SAME AND SHALL NOT BE LIABLE FOR ANY FAILURE TO DO SO OR FOR ANY DELAY IN DOING SO AND (which notification shall be deemed given when mailed, postage prepaid, addressed to IXC at its address provided pursuant to this Security AgreementY) of the time and place of any public sale may take place and that such notice is reasonable notification of such matters. The Secured Party's exercise of the foregoing rights and remedies is subject to the provisions of Section 2.2 and any transferee (including the Secured Party) of any of the Collateral must agree to be bound by such provisionsTHE ADMINISTRATIVE AGENT SHALL NOT EXERCISE ANY SUCH RIGHT WITH RESPECT TO ANY REGULATED SUBSIDIARY UNLESS ANY AND ALL REGULATORY APPROVALS REQUIRED UNDER APPLICABLE LAW SHALL HAVE BEEN OBTAINED.

REMEDIES; RIGHTS UPON DEFAULT. If any Default shall occur and be continuing, the Secured Party may exercise (in a) In addition to all other rights and remedies granted to it in under this Security Agreement) after thirty , the Credit Agreement, the other Loan Documents and under any other instrument or agreement securing, evidencing or relating to any of the Obligations, if any Event of Default shall have occurred and be continuing, the Lender may exercise all rights and remedies of a secured party under the UCC. Without limiting the generality of the foregoing, the Grantors expressly agree that in any such event the Lender, without demand of performance or other demand, advertisement or notice of any kind (30) days notice to IXC (and except the notice specified below of time and place of public or private sale) to or upon the Grantors or any other Person (all and each of which demands, advertisements and notices are hereby expressly waived to the maximum extent permitted by the UCC and other applicable law), may forthwith enter upon the premises of the Grantors where any Collateral is located through self-help, without judicial process, without first obtaining a final judgment or giving the Grantors or any other Person notice and opportunity for a hearing on Lender's claim or action and may collect, receive, assemble, process, appropriate and realize upon the Collateral Collateral, or any part thereof, and/or and may forthwith sell, lease, license, assign, give an option or options to purchase, or sell or otherwise dispose of and deliver said Collateral (or contract to do so), as the case may be, or any part thereof, in one or more parcels at a public or private sale or sales, at any exchange broker's board or at the Secured Party's offices or elsewhere at such prices as it may deem best (subject to Section 2.2 and the last sentence of this Section 5)acceptable, for cash or on credit or for future delivery without assumption of any credit risk. The Secured Party Lender shall have the right upon any such public sale or sales and, to the extent permitted by law, upon any such private sale or sales, to purchase for the benefit of the Lender, the whole or any part of said Collateral so sold, free of any right or equity of redemption, which equity of redemption the Grantors hereby release. Such sales may be adjourned and continued from time to time with or without notice. The Secured Party Lender shall pay over have the net proceeds of any right to conduct such collection, recovery, receipt, appropriation, realization sales on the Grantors' premises or sale, after deducting all reasonable costs elsewhere and expenses incurred therein shall have the right to use the Grantors' premises without charge for such time or incidental to times as the care, safekeeping Lender deems reasonably necessary or otherwise of any or all of the Collateral or in any way relating to the rights of the Secured Party hereunder, for application on an equal basis to the payment in whole or in part of the Secured Obligations, and only after such net proceeds need the Secured Party account for the surplus, if any, to IXC. IXC agrees that neither Secured Party needs to give more than thirty (30) days' notice (which notification shall be deemed given when mailed, postage prepaid, addressed to IXC at its address provided pursuant to this Security Agreement) of the time and place of any public sale may take place and that such notice is reasonable notification of such matters. The Secured Party's exercise of the foregoing rights and remedies is subject to the provisions of Section 2.2 and any transferee (including the Secured Party) of any of the Collateral must agree to be bound by such provisionsadvisable.

REMEDIES; RIGHTS UPON DEFAULT. If any Default shall occur and be continuing, the Secured Party may exercise (in a) In addition to all other rights and remedies granted to it in under this Security Agreement) after thirty , the Credit Agreement, the other Loan Documents and under any other instrument or agreement securing, evidencing or relating to any of the Obligations, if any Event of Default shall have occurred and be continuing, Agent may exercise all rights and remedies of a secured party under the Code. Without limiting the generality of the foregoing, each Grantor expressly agrees that in any such event Agent, without demand of performance or other demand, advertisement or notice of any kind (30) days notice to IXC (and except the notice specified below of time and place of public or private sale) to or upon such Grantor or any other Person (all and each of which demands, advertisements and notices are hereby expressly waived to the maximum extent permitted by the Code and other applicable law), may forthwith enter upon the premises of such Grantor where any Collateral is located through self-help, without judicial process, without first obtaining a final judgment or giving such Grantor or any other Person notice and opportunity for a hearing on Agent’s claim or action and may collect, receive, assemble, process, appropriate and realize upon the Collateral Collateral, or any part thereof, and/or and may forthwith sell, lease, license, assign, give an option or options to purchase, or sell or otherwise dispose of and deliver said Collateral (or contract to do so), as the case may be, or any part thereof, in one or more parcels at a public or private sale or sales, at any exchange broker's board or at the Secured Party's offices or elsewhere at such prices as it may deem best (subject to Section 2.2 and the last sentence of this Section 5)acceptable, for cash or on credit or for future delivery without assumption of any credit risk. The Secured Party Agent or any Lender shall have the right upon any such public sale or sales and, to the extent permitted by law, upon any such private sale or sales, to purchase for the benefit of Agent and Lenders, the whole or any part of said Collateral so sold, free of any right or equity of redemption, which equity of redemption such Grantor hereby releases. The Secured Party Such sales may be adjourned and continued from time to time with or without notice. Agent shall pay over have the right to conduct such sales on such Grantor’s premises or elsewhere and shall have the right to use such Grantor’s premises without charge for such time or times as Agent deems necessary or advisable. If any Event of Default shall have occurred and be continuing, each Grantor further agrees, at Agent’s request, to assemble the Collateral and make it available to Agent at a place or places designated by Agent which are reasonably convenient to Agent and such Grantor, whether at such Grantor’s premises or elsewhere. Until Agent is able to effect a sale, lease, or other disposition of Collateral, Agent shall have the right to hold or use Collateral, or any part thereof, to the extent that it deems appropriate for the purpose of preserving Collateral or its value or for any other purpose deemed appropriate by Agent. Agent shall have no obligation to any Grantor to maintain or preserve the rights of such Grantor as against third parties with respect to Collateral while Collateral is in the possession of Agent. Agent may, if it so elects, seek the appointment of a receiver or keeper to take possession of Collateral and to enforce any of Agent’s remedies (for the benefit of Agent and Lenders), with respect to such appointment without prior notice or hearing as to such appointment. Agent shall apply the net proceeds of any such collection, recovery, receipt, appropriation, realization or sale, after deducting all reasonable costs and expenses incurred therein or incidental sale to the care, safekeeping or otherwise of any or all of Obligations as provided in the Collateral or in any way relating to the rights of the Secured Party hereunder, for application on an equal basis to the payment in whole or in part of the Secured ObligationsCredit Agreement, and only after so paying over such net proceeds proceeds, and after the payment by Agent of any other amount required by any provision of law, need the Secured Party Agent account for the surplus, if any, to IXCthe relevant Grantor. IXC To the maximum extent permitted by applicable law, each Grantor waives all claims, damages, and demands against Agent or any Lender arising out of the repossession, retention or sale of the Collateral except such as arise solely out of the gross negligence or willful misconduct of Agent or such Lender as finally determined by a court of competent jurisdiction. Each Grantor agrees that neither Secured Party needs to give more than thirty ten (3010) days' days prior notice (which notification shall be deemed given when mailed, postage prepaid, addressed to IXC at its address provided pursuant to this Security Agreement) by Agent of the time and place of any public sale or of the time after which a private sale may take place and that such notice is reasonable notification of such matters. The Secured Party's exercise of Each Grantor shall remain liable for any deficiency if the foregoing rights and remedies is subject to the provisions of Section 2.2 and any transferee (including the Secured Party) proceeds of any sale or disposition of the Collateral must agree are insufficient to be bound pay all Obligations, including any attorneys’ fees and other expenses incurred by Agent or any Lender to collect such provisionsdeficiency.

REMEDIES; RIGHTS UPON DEFAULT. a. If any Event of Default shall occur and be continuing, the Secured Party may exercise (in addition to all other rights and remedies granted to it in under this Security Agreement) after thirty Agreement or the other Credit Transaction Documents, or under any other instrument or agreement securing, evidencing, guaranteeing or otherwise relating to the Obligations, all rights and remedies that it has as a secured party under the Code. Without limiting the generality of the foregoing, each of the Pledgors expressly agrees that in any such event the Secured Party, without demand of performance or other demand, advertisement or notice of any kind (30) days notice to IXC (and except the notice specified below of time and place of public or private sale) to or upon such Pledgor or any other Person (all and each of which demands, advertisements and notices are hereby expressly waived to the maximum extent permitted by the Code and other applicable law), may forthwith enter upon the premises where any Collateral is located through self-help, without judicial process, without first obtaining a final judgment or giving such Pledgor notice and opportunity for a hearing on the Secured Party's claim or action, and without paying rent to such Pledgor, and collect, receive, assemble, process, appropriate and realize upon the Collateral Collateral, or any part thereof, and/or and may forthwith sell, lease, assign, give an option or options to purchase, or sell or otherwise dispose of and deliver said Collateral (or contract to do so), as the case may be, or any part thereof, in one or more parcels at public or private sale or sales, at any exchange broker's board or at the Secured Party's offices or elsewhere at such prices as it may deem best (subject to Section 2.2 and the last sentence of this Section 5)best, for cash or on credit or for future delivery without assumption of any credit risk. The Secured Party shall have the right upon any such public sale or sales sales, and, to the extent permitted by law, upon any such private sale or sales, to purchase for the benefit of the Secured Party the whole or any part of said Collateral so sold, free of any right or equity of redemption, which equity of redemption such Pledgor hereby releases. Such sales may be adjourned and continued from time to time with or without notice. The Secured Party shall pay over have the right to conduct such sales on such Pledgor's premises or elsewhere and shall have the right to use such Pledgor's premises without charge for such time or times as the Secured Party deems necessary or advisable. Each of the Pledgors further agrees, at the Secured Party's request, to assemble the Collateral and make it available to the Secured Party at such places which the Secured Party shall reasonably select, whether at such Pledgor's premises or elsewhere. Until the Secured Party is able to effect a sale, lease, or other disposition of Collateral, the Secured Party shall have the right to use, operate or administer Collateral on behalf of the Secured Party, or any part thereof, to the extent that it deems appropriate for the purpose of preserving Collateral or its value or for any other purpose deemed appropriate by the Secured Party. The Secured Party shall have no obligation to each of the Pledgors to maintain or preserve the rights of such Pledgor as against third parties with respect to any Collateral while such Collateral is in the possession of the Secured Party. The Secured Party may, if it so elects, seek the appointment of a receiver or keeper to take possession of Collateral and to enforce any of the Secured Party's remedies with respect to such appointment without prior notice or hearing. The Secured Party shall apply the net proceeds of any such collection, recovery, receipt, appropriation, realization or salesale as provided in Section 8(d) hereof, such Pledgor remaining liable for any deficiency remaining unpaid after deducting all reasonable costs and expenses incurred therein or incidental to the care, safekeeping or otherwise of any or all of the Collateral or in any way relating to the rights of the Secured Party hereunder, for application on an equal basis to the payment in whole or in part of the Secured Obligationssuch application, and only after so paying over such net proceeds and after the payment by the Secured Party of any other amount required by any provision of law, including Section 9-504(1)(c) of the Code (but only after the Secured Party has received what the Secured Party considers reasonable proof of a subordinate party's security interest), need the Secured Party account for the surplus, if any, to IXCsuch Pledgor. IXC To the maximum extent permitted by applicable law, each of the Pledgors waives all claims, damages, and demands against the Secured Party or any Participating Creditor arising out of the repossession, liquidation, collection, retention or sale of the Collateral except to the extent that such claims or damages arise solely out of the gross negligence or willful misconduct of such party. Each of the Pledgors agrees that neither Secured Party needs to give more than thirty ten (3010) days' prior notice (which notification shall be deemed given when mailed, postage prepaid, addressed to IXC at its address provided pursuant to this Security Agreement) by the Secured Party of the time and place of any public sale or of the time after which a private sale may take place and that such notice is reasonable notification of such matters. The Secured Party's exercise Each of the foregoing rights and remedies is subject to Pledgors shall remain liable for any deficiency if the provisions of Section 2.2 and any transferee (including the Secured Party) proceeds of any sale or disposition of the Collateral must agree are insufficient to be bound pay all amounts to which the Secured Party or any Participating Creditor are entitled, such Pledgor also being liable for any reasonable attorneys' fees incurred by the Secured Party or the Participating Creditors to collect such provisionsdeficiency.

REMEDIES; RIGHTS UPON DEFAULT. If any Default shall occur and be continuing, the Secured Party may exercise (in a) In addition to all other rights and remedies granted to it in under this Security Agreement) after thirty , the Credit Agreement, the other Loan Documents and under any other instrument or agreement securing, evidencing or relating to any of the Secured Obligations, if any Event of Default shall have occurred and be continuing, Agent may exercise all rights and remedies of a secured party under the Code. Without limiting the generality of the foregoing, each Grantor expressly agrees that in any such event Agent, without demand of performance or other demand, advertisement or notice of any kind (30) days notice to IXC (and except the notice specified below of time and place of public or private sale) to or upon any Grantor or any other Person (all and each of which demands, advertisements and notices are hereby expressly waived to the maximum extent permitted by the Code and other applicable law), may forthwith (personally or through its agents or attorneys) enter upon the premises where any Collateral is located, without any obligation to pay rent, through self-help, without judicial process, without first obtaining a final judgment or giving any Grantor or any other Person notice and opportunity for a hearing on Agent's claim or action and may take possession of, collect, receive, appropriate assemble, process, appropriate, remove and realize upon the Collateral Collateral, or any part thereof, and/or and may forthwith sell, lease, license, assign, give an option or options to purchase, or sell otherwise dispose of and deliver said Collateral (or contract to do so), as the case may be, or any part thereof, in one or more parcels at a public or private sale or sales, at any exchange broker's board or at the Secured Party's offices or elsewhere at such prices as it may deem best (subject to Section 2.2 and the last sentence of this Section 5)commercially reasonable, for cash or on credit or for future delivery without assumption of any credit risk. The Secured Party To facilitate the foregoing, Agent shall have the right to take possession of each Grantor's original books and records, to obtain access to each Grantor's data processing equipment, computer hardware and Software and to use all of the foregoing and the information contained therein in any manner which Agent deems appropriate. Agent or any Lender shall have the right upon any such public sale or sales and, to the extent permitted by law, upon any such private sale or sales, to purchase for the benefit of Agent and Lenders, the whole or any part of said Collateral so sold, free of any right or equity of redemption, which equity of redemption each Grantor hereby releases. The Secured Party Such sales may be adjourned and continued from time to time with or without notice. Agent shall pay over have the right to conduct such sales on each Grantor's premises or elsewhere and shall have the right to use each Grantor's premises without charge for such time or times as Agent deems necessary or advisable. If any Event of Default shall have occurred and be continuing, each Grantor further agrees, at Agent's request, to assemble the Collateral and make it available to Agent at a place or places designated by Agent which are reasonably convenient to Agent and such Grantor, whether at such Grantor's premises or elsewhere. Without limiting the foregoing, Agent shall also have the right to require that each Grantor store and keep any Collateral pending further action by Agent, and while Collateral is so stored or kept, provide such guards and maintenance services as shall be necessary to protect the same and to preserve and maintain Collateral in good condition. Until Agent is able to effect a sale, lease, license or other disposition of Collateral, Agent shall have the right to hold or use Collateral, or any part thereof, to the extent that it deems appropriate for the purpose of preserving Collateral or its value or for any other purpose deemed appropriate by Agent. Agent shall not have any obligation to any Grantor to maintain or preserve the rights of any Grantor as against third parties with respect to Collateral while Collateral is in the possession of Agent. Agent may, if it so elects, seek the appointment of a receiver or keeper to take possession of Collateral and to enforce any of Agent's remedies (for the benefit of Agent and Lenders), with respect to such appointment without prior notice or hearing as to such appointment. Agent shall apply the net proceeds of any such sale, lease, license, other disposition of, or any collection, recovery, receipt, appropriationor realization on, realization or sale, after deducting all reasonable costs and expenses incurred therein or incidental the Collateral to the care, safekeeping or otherwise of any or all Secured Obligations as provided in Section 6.5 of the Collateral or in any way relating to the rights of the Secured Party hereunder, for application on an equal basis to the payment in whole or in part of the Secured ObligationsCredit Agreement, and only after so paying over such net proceeds proceeds, and after the payment by Agent of any other amount required by any provision of law, need the Secured Party Agent account for the surplus, if any, to IXCany Grantor. IXC To the maximum extent permitted by applicable law, each Grantor waives all claims, damages, and demands against Agent or any Lender arising out of the repossession, retention or sale of the Collateral except such as arise solely out of the gross negligence or willful misconduct of Agent or such Lender as finally determined by a court of competent jurisdiction. Each Grantor agrees that neither Secured Party needs to give more than thirty ten (3010) days' days prior notice (which notification shall be deemed given when mailed, postage prepaid, addressed to IXC at its address provided pursuant to this Security Agreement) by Agent of the time and place of any public sale or of the time after which a private sale may take place and that such notice is reasonable notification of such matters. The Secured Party's exercise Notwithstanding any such notice of sale, Agent shall not be obligated to make any sale of Collateral. In connection with any sale, lease, license or other disposition of Collateral, Agent may disclaim any warranties that might arise in connection therewith and Agent shall have no obligation to provide any warranties at such time. Each Grantor shall remain liable for any deficiency if the foregoing rights and remedies is subject to the provisions of Section 2.2 and any transferee (including the Secured Party) proceeds of any sale or disposition of the Collateral must agree are insufficient to be bound pay all Secured Obligations, including any attorneys' fees or other expenses incurred by Agent or any Lender to collect such provisionsdeficiency.

REMEDIES; RIGHTS UPON DEFAULT. If any Default shall occur and be continuing, the Secured Party may exercise (in a) In addition to all other rights and remedies granted to it in this Security Agreement) after thirty (30) days notice to IXC under the law (and at equity) and under this Agreement, the Purchase Agreement, the other Related Agreements and under any other instrument or agreement securing, evidencing or relating to any of the Obligations to Purchaser, if any Event of Default has occurred and is continuing, Purchaser may exercise all rights and remedies of a secured party under the UCC. Without limiting the generality of the foregoing, each Grantor expressly agrees that in any such event Purchaser, without demand of performance or other demand, advertisement or notice of any kind (except the notice specified below of time and place of public or private sale) to or upon such Grantor or any other Person (all and each of which demands, advertisements and notices are hereby expressly waived to the maximum extent permitted by the UCC and other applicable law), may forthwith enter upon the premises of such Grantor where any Collateral is located through self-help, without judicial process, without first obtaining a final judgment or giving such Grantor or any other Person notice and opportunity for a hearing on Purchaser's claim or action and may collect, receive, assemble, process, appropriate and realize upon the Collateral Collateral, or any part thereof, and/or and may forthwith sell, lease, assign, give an option or options to purchase, or sell or otherwise dispose of and deliver said Collateral (or contract to do so), as the case may be, or any part thereof, in one or more parcels at a public or private sale or sales, at any exchange broker's board or at the Secured Party's offices or elsewhere at such prices as it may deem best (subject to Section 2.2 and the last sentence of this Section 5)acceptable, for cash or on credit or for future delivery without assumption of any credit risk. The Secured Party Purchaser shall have the right upon any such public sale or sales and, to the extent permitted by law, upon any such private sale or sales, to purchase the whole or any part of said Collateral so sold. The Secured Party shall pay over the net proceeds , free of any right or equity of redemption, which equity of redemption such collection, recovery, receipt, appropriation, realization Grantor hereby releases. Such sales may be adjourned and continued from time to time with or sale, after deducting all reasonable costs without notice. Purchaser shall have the right to conduct such sales on such Grantor's premises or elsewhere and expenses incurred therein shall have the right to use such Grantor's premises without charge for such time or incidental to the care, safekeeping times as Purchaser deems necessary or otherwise of any or all of the Collateral or in any way relating to the rights of the Secured Party hereunder, for application on an equal basis to the payment in whole or in part of the Secured Obligations, and only after such net proceeds need the Secured Party account for the surplus, if any, to IXC. IXC agrees that neither Secured Party needs to give more than thirty (30) days' notice (which notification shall be deemed given when mailed, postage prepaid, addressed to IXC at its address provided pursuant to this Security Agreement) of the time and place of any public sale may take place and that such notice is reasonable notification of such matters. The Secured Party's exercise of the foregoing rights and remedies is subject to the provisions of Section 2.2 and any transferee (including the Secured Party) of any of the Collateral must agree to be bound by such provisionsadvisable.

REMEDIES; RIGHTS UPON DEFAULT. If any Default shall occur and be continuing, the Secured Party may exercise (in a) In addition to all other rights and remedies granted to it in under this Security Agreement) after thirty , the Credit Agreement, the other Loan Documents and under any other instrument or agreement securing, evidencing or relating to any of the Obligations or pursuant to any other applicable law, if any Event of Default shall have occurred and be continuing, the Agent may exercise all rights and remedies of a secured party under the PPSA, UCC, CCQ and other applicable law. Without limiting the generality of the foregoing, each Grantor expressly agrees that, if any Event of Default shall have occurred and be continuing, the Agent, without demand of performance or other demand, advertisement or notice of any kind (30) days notice to IXC (and except the notice specified below of time and place of public or private sale) to or upon such Grantor or any other Person (all and each of which demands, advertisements and notices are hereby expressly waived to the maximum extent permitted by the PPSA, UCC and CCQ and other applicable law), may forthwith enter upon the premises of such Grantor where any Collateral is located through self-help, without judicial process, without first obtaining a final judgment or giving such Grantor or any other Person notice and opportunity for a hearing on the Agent’s claim or action and may collect, receive, assemble, process, appropriate and realize upon the Collateral Collateral, or any part thereof, and/or and may forthwith sell, lease, license, assign, give an option or options to purchase, or sell or otherwise dispose of and deliver said Collateral (or contract to do so), as the case may be, or any part thereof, in one or more parcels at a public or private sale or sales, at any exchange broker's board or at the Secured Party's offices or elsewhere at such prices as it may deem best (subject to Section 2.2 and the last sentence of this Section 5)acceptable, for cash or on credit or for future delivery without assumption of any credit risk. If any Collateral is sold on terms other than payment in full at the time of sale, no credit shall be given against the Obligations until the Agent or the other Secured Parties receive payment, and if the buyer defaults in payment, the Agent may resell the Collateral without further notice to any Grantor. The Agent or any of the other Secured Party Parties shall have the right upon any such public sale or sales and, to the extent permitted by law, upon any such private sale or sales, to purchase for the benefit of the Agent and the other Secured Parties, the whole or any part of said Collateral so sold, free of any right or equity of redemption, which equity of redemption each Grantor hereby releases. Such sales may be adjourned and continued from time to time with or without notice. The Secured Party Agent shall pay over have the net proceeds right to conduct such sales on premises of any Grantor or elsewhere and shall have the right to use any Grantor’s premises without charge for such collection, recovery, receipt, appropriation, realization time or sale, after deducting all reasonable costs and expenses incurred therein times as the Agent deems necessary or incidental to the care, safekeeping or otherwise of any or all of the Collateral or in any way relating to the rights of the Secured Party hereunder, for application on an equal basis to the payment in whole or in part of the Secured Obligations, and only after such net proceeds need the Secured Party account for the surplus, if any, to IXC. IXC agrees that neither Secured Party needs to give more than thirty (30) days' notice (which notification shall be deemed given when mailed, postage prepaid, addressed to IXC at its address provided pursuant to this Security Agreement) of the time and place of any public sale may take place and that such notice is reasonable notification of such matters. The Secured Party's exercise of the foregoing rights and remedies is subject to the provisions of Section 2.2 and any transferee (including the Secured Party) of any of the Collateral must agree to be bound by such provisionsadvisable.

REMEDIES; RIGHTS UPON DEFAULT. If any Default shall occur and be continuing, the Secured Party may exercise (in a) In addition to all other rights and remedies granted to it in under this Security Agreement) after thirty , the Secured Promissory Note and under any other instrument or agreement securing, evidencing or relating to any of the Obligations, if any Event of Default shall have occurred and be continuing, Secured Party may exercise all rights and remedies of a secured party under the Code. Without limiting the generality of the foregoing, Grantor expressly agrees that in any such event Secured Party, without demand of performance or other demand, advertisement or notice of any kind (30) days notice to IXC (and except the notice specified below of time and place of public or private sale) to or upon Grantor, NL or any other Person (all and each of which demands, advertisements and notices are hereby expressly waived to the maximum extent permitted by the Code and other applicable law), may forthwith enter upon the premises of Grantor or NL where any Collateral is located through self-help, without judicial process, without first obtaining a final judgment or giving Grantor, NL or any other Person notice and opportunity for a hearing on Secured Party's claim or action, and may collect, receive, assemble, process, appropriate and realize upon the Collateral Collateral, or any part thereof, and/or and may forthwith sell, lease, license, assign, give an option or options to purchase, or sell or otherwise dispose of and deliver said Collateral (or contract to do so), as the case may be, or any part thereof, in one or more parcels at a public or private sale or sales, at any exchange broker's board or at the Secured Party's offices or elsewhere at such prices as it may deem best (subject to Section 2.2 and the last sentence of this Section 5)acceptable, for cash or on credit or for future delivery without assumption of any credit risk. The Secured Party shall have the right upon any such public sale or sales and, to the extent permitted by law, upon any such private sale or sales, to purchase the whole or any part of said Collateral so sold, free of any right or equity of redemption, which equity of redemption Grantor hereby releases. The Such sales may be adjourned and continued from time to time with or without notice. Secured Party shall pay over have the right to conduct such sales on Grantor's premises or elsewhere and shall have the right to use Grantor's premises without charge for such time or times as Secured Party deems necessary or advisable. If any Event of Default shall have occurred and be continuing, Grantor and NL further agree, at Secured Party's request, to assemble the Collateral and make it available to Secured Party at a place or places designated by Secured Party which are reasonably convenient to Secured Party, NL and Grantor, whether at Grantor's premises or elsewhere. Until Secured Party is able to effect a sale, lease, license or other disposition of Collateral, Secured Party shall have the right to hold or use Collateral, or any part thereof, to the extent that it deems appropriate for the purpose of preserving Collateral or its value or for any other purpose deemed appropriate by Secured Party. Secured Party shall have no obligation to Grantor or NL to maintain or preserve the rights of Grantor or NL as against third parties with respect to Collateral while Collateral is in the possession of Secured Party. Secured Party may, if it so elects, seek the appointment of a receiver or keeper to take possession of Collateral and to enforce any of Secured Party's remedies with respect to such appointment without prior notice or hearing as to such appointment. Secured Party shall apply the net proceeds of any such collection, recovery, receipt, appropriation, realization or sale, after deducting all reasonable costs and expenses incurred therein or incidental sale to the care, safekeeping or otherwise of any or all of the Collateral or in any way relating to the rights of the Obligations as Secured Party hereunder, for application on an equal basis to the payment shall determine in whole or in part of the Secured Obligationsits sole discretion, and only after so paying over such net proceeds proceeds, and after the payment by Secured Party of any other amount required by any provision of law, need the Secured Party account for the surplus, if any, to IXCGrantor. IXC agrees that neither To the maximum extent permitted by applicable law, Grantor and NL waive all claims, damages, and demands against Secured Party needs to give more than thirty arising out of the repossession, retention or sale of the Collateral except such as arise solely out of the gross negligence or willful misconduct of Secured Party as finally determined by a court of competent jurisdiction. Grantor and NL agree that ten (3010) days' days prior notice (which notification shall be deemed given when mailed, postage prepaid, addressed to IXC at its address provided pursuant to this Security Agreement) by Secured Party of the time and place of any public sale or of the time after which a private sale may take place and that such notice is reasonable notification of such matters. The Secured Party's exercise Grantor shall remain liable for any deficiency if the proceeds of any sale or disposition of the foregoing Collateral are insufficient to pay all Obligations, including any attorneys' fees and other expenses incurred by Secured Party to collect such deficiency. Secured Party acknowledges that the rights and remedies is subject set forth in this Section 8(a) are also reserved to an additional secured party pursuant to the provisions of Section 2.2 and any transferee (including the Secured Party) of any of the Collateral must agree to be bound by such provisionsPermitted Additional Lien.

REMEDIES; RIGHTS UPON DEFAULT. If any Default shall occur and be continuing, the Secured Party may exercise (in a) In addition to all other rights and remedies granted to it under this Agreement, the Term Loan Agreement, the other Loan Documents and under any other instrument or agreement securing, evidencing or relating to any of the Obligations, if any Event of Default shall have occurred and be continuing, Agent may exercise all rights and remedies of a secured party under the UCC. Without limiting the generality of the foregoing, Loan Parties expressly agree that in this Security Agreement) after thirty any such event Agent, without demand of performance or other demand, advertisement or notice of any kind (30) days notice to IXC (and except the notice specified below of time and place of public or private sale) to or upon a Loan Party or any other Person (all and each of which demands, advertisements and notices are hereby expressly waived to the maximum extent permitted by the UCC and other applicable law), may forthwith enter upon the premises of any Loan Party where any Collateral is located through self-help, without judicial process, without first obtaining a final judgment or giving a Loan Party or any other Person notice and opportunity for a hearing on Agent’s claim or action and may collect, receive, assemble, process, appropriate and realize upon the Collateral Collateral, or any part thereof, and/or and may forthwith sell, lease, license, assign, give an option or options to purchase, or sell or otherwise dispose of and deliver said Collateral (or contract to do so), as the case may be, or any part thereof, in one or more parcels at a public or private sale or sales, at any exchange broker's board or at the Secured Party's offices or elsewhere at such prices as it may deem best (subject to Section 2.2 and the last sentence of this Section 5)acceptable, for cash or on credit or for future delivery without assumption of any credit risk. The Agent or any other Secured Party shall have the right upon any such public sale or sales and, to the extent permitted by law, upon any such private sale or sales, to purchase for the benefit of Agent and the other Secured Parties, the whole or any part of said Collateral so sold. The Secured Party shall pay over the net proceeds , free of any right or equity of redemption, which equity of redemption each Loan Party hereby releases. Such sales may be adjourned and continued from time to time with or without notice. Agent shall have the right to conduct such collection, recovery, receipt, appropriation, realization or sale, after deducting all reasonable costs and expenses incurred therein or incidental to sales on the care, safekeeping or otherwise premises of any Loan Party or all of elsewhere and shall have the Collateral right to use any Loan Party’s premises without charge for such time or in any way relating to the rights of the Secured Party hereunder, for application on an equal basis to the payment in whole times as Agent deems necessary or in part of the Secured Obligations, and only after such net proceeds need the Secured Party account for the surplus, if any, to IXC. IXC agrees that neither Secured Party needs to give more than thirty (30) days' notice (which notification shall be deemed given when mailed, postage prepaid, addressed to IXC at its address provided pursuant to this Security Agreement) of the time and place of any public sale may take place and that such notice is reasonable notification of such matters. The Secured Party's exercise of the foregoing rights and remedies is subject to the provisions of Section 2.2 and any transferee (including the Secured Party) of any of the Collateral must agree to be bound by such provisionsadvisable.

REMEDIES; RIGHTS UPON DEFAULT. a. If any Event of Default shall occur and be continuing, the Secured Party Lender may exercise (in addition to all other rights and remedies granted to it in under this Security Agreement) after thirty , the Amended and Restated Credit Agreement, the other Loan Documents and under any other instrument or agreement securing, evidencing or relating to the Secured Obligations, all rights and remedies of a secured party under the UCC. Without limiting the generality of the foregoing, Grantor expressly agrees that in any such event Lender, without demand of performance or other demand, advertisement or notice of any kind (30) days notice to IXC (and except the notice specified below of time and place of public or private sale) to or upon Grantor or any other Person (all and each of which demands, advertisements and notices are hereby expressly waived to the maximum extent permitted by the UCC and other applicable law), may forthwith enter upon the premises of Grantor where any Collateral is located through self-help, without judicial process, without first obtaining a final judgment or giving Grantor notice and opportunity for a hearing on Lender’s claim or action, and without paying rent to Grantor, and collect, receive, assemble, process, appropriate and realize upon the Collateral Collateral, or any part thereof, and/or and may forthwith sell, lease, assign, give an option or options to purchase, or sell or otherwise dispose of and deliver said Collateral (or contract to do so), as the case may be, or any part thereof, in one or more parcels at public or private sale or sales, at any exchange or broker's ’s board or at the Secured Party's any of Lender’s offices or elsewhere at such prices as it may deem best (subject to Section 2.2 and the last sentence of this Section 5)best, for cash or on credit or for future delivery without assumption of any credit risk. The Secured Party Lender shall have the right upon any such public sale or sales sales, and, to the extent permitted by law, upon any such private sale or sales, to purchase for the benefit of Lender the whole or any part of said Collateral so sold. The Secured Party shall pay over the net proceeds , free of any right or equity of redemption, which equity of redemption Grantor hereby releases. Such sales may be adjourned and continued from time to time with or without notice. Lender shall have the right to conduct such collection, recovery, receipt, appropriation, realization sales on Grantor’s premises or sale, after deducting all reasonable costs elsewhere and expenses incurred therein shall have the right to use Grantor’s premises without charge for such sales for such time or incidental to the care, safekeeping times as Lender deems necessary or otherwise of any or all of the Collateral or in any way relating to the rights of the Secured Party hereunder, for application on an equal basis to the payment in whole or in part of the Secured Obligations, and only after such net proceeds need the Secured Party account for the surplus, if any, to IXC. IXC agrees that neither Secured Party needs to give more than thirty (30) days' notice (which notification shall be deemed given when mailed, postage prepaid, addressed to IXC at its address provided pursuant to this Security Agreement) of the time and place of any public sale may take place and that such notice is reasonable notification of such matters. The Secured Party's exercise of the foregoing rights and remedies is subject to the provisions of Section 2.2 and any transferee (including the Secured Party) of any of the Collateral must agree to be bound by such provisionsadvisable.

REMEDIES; RIGHTS UPON DEFAULT. If any Default shall occur and be continuing, the Secured Party may exercise (in a) In addition to all other rights and remedies granted to it in under this Security Agreement) after thirty , the Credit Agreement, the Master Lease, the other Operative Documents and under any other instrument or agreement securing, evidencing or relating to any of the Obligations, if any Event of Default shall have occurred and be continuing, Agent may exercise all rights and remedies of a secured party under the Code. Without limiting the generality of the foregoing, each Grantor expressly agrees that if any Event of Default shall have occurred and be continuing Agent, without demand of performance or other demand, advertisement or notice of any kind (30) days notice to IXC (and except the notice specified below of time and place of public or private sale) to or upon such Grantor or any other Person (all and each of which demands, advertisements and notices are hereby expressly waived to the maximum extent permitted by the Code and other applicable law), may forthwith enter upon the premises of such Grantor where any Collateral is located through self-help, without judicial process, without first obtaining a final judgment or giving such Grantor or any other Person notice and opportunity for a hearing on Agent's claim or action and may collect, receive, assemble, process, appropriate and realize upon the Collateral Collateral, or any part thereof, and/or and may forthwith sell, lease, assign, give an option or options to purchase, or sell or otherwise dispose of and deliver said Collateral (or contract to do so), as the case may be, or any part thereof, in one or more parcels at a public or private sale or sales, at any exchange broker's board or at the Secured Party's offices or elsewhere at such prices as it may reasonably deem best (subject to Section 2.2 and the last sentence of this Section 5)acceptable on commercially reasonable terms, for cash or on credit or for future delivery without assumption of any credit risk. The Secured Party If any Event of Default shall have occurred and be continuing, Agent or any Lender shall have the right upon any such public sale or sales and, to the extent permitted by law, upon any such private sale or sales, to purchase for the benefit of Lenders, the whole or any part of said Collateral so sold, free of any right or equity of redemption, which equity of redemption each Grantor hereby releases. The Secured Party Such sales may be adjourned and continued from time to time with or without notice. Agent shall pay over have the right to conduct such sales on any Grantor's premises or elsewhere and shall have the right to use any Grantor's premises without charge for such time or times as Agent deems reasonably necessary or advisable. Each Grantor further agrees, upon the occurrence of and during the continuation of an Event of Default, at Agent's request, to assemble the Collateral and make it available to Agent at places which Agent shall select, whether at such Grantor's premises or elsewhere. Until Agent is able to effect a sale, lease, or other disposition of Collateral, Agent shall have the right upon the occurrence and during the continuance of an Event of Default to hold or use Collateral, or any part thereof, to the extent that it deems appropriate for the purpose of preserving Collateral or its value or for any other purpose deemed appropriate by Agent. Agent shall have no obligation to any Grantor to maintain or preserve the rights of such Grantor as against third parties with respect to Collateral while Collateral is in the possession of Agent. Agent may, if it so elects upon the occurrence and during the continuance of an Event of Default, seek the appointment of a receiver or keeper to take possession of Collateral and to enforce any of Agent's remedies (for the benefit of Lenders), with respect to such appointment without prior notice or hearing as to such appointment. Agent shall apply the net proceeds of any such collection, recovery, receipt, appropriation, realization or sale, after deducting all reasonable costs and expenses incurred therein or incidental sale to the care, safekeeping Obligations as provided in the Credit Agreement or otherwise of any or all of the Collateral or in any way relating to the rights of the Secured Party hereunder, for application on an equal basis to the payment in whole or in part of the Secured ObligationsMaster Lease, and only after so paying over such net proceeds need proceeds, and after the Secured Party payment by Agent of any other amount required by any provision of law, shall Agent account for the surplus, if any, to IXCany Grantor. IXC To the maximum extent permitted by applicable law, each Grantor waives all claims, damages, and demands against Agent or any Lender arising out of the repossession, retention or sale of the Collateral except such as arise solely out of the gross negligence or willful misconduct of Agent or such Lender as finally determined by a court of competent jurisdiction. Each Grantor agrees that neither Secured Party needs to give more than thirty ten (3010) days' days prior notice (which notification shall be deemed given when mailed, postage prepaid, addressed to IXC at its address provided pursuant to this Security Agreement) by Agent of the time and place of any public sale or of the time after which a private sale may take place and that such notice is reasonable notification of such matters. The Secured Party's exercise of Grantors shall remain liable for any deficiency if the foregoing rights and remedies is subject to the provisions of Section 2.2 and any transferee (including the Secured Party) proceeds of any sale or disposition of the Collateral must agree are insufficient to be bound pay all Obligations, including reasonable attorneys' fees and other reasonable expenses incurred by Agent or any Lender to collect such provisionsdeficiency.

REMEDIES; RIGHTS UPON DEFAULT. (a) If any Event of Default shall occur have occurred and be continuing, the Secured Party Agent may exercise (in addition to all other rights and remedies granted to it in under this Security Agreement) after thirty , the Credit Agreement, the other Loan Documents and under any other instrument or agreement securing, evidencing or relating to any of the Obligations, all rights and remedies of a secured party under the Code. Without limiting the generality of the foregoing, each Grantor expressly agrees that in any such event Agent, without demand of performance or other demand, advertisement or notice of any kind (30) days notice to IXC (and except the notice specified below of time and place of public or private sale) to or upon any Grantor or any other Person (all and each of which demands, advertisements and notices are hereby expressly waived to the maximum extent permitted by the Code and other applicable law), may forthwith enter upon the premises of each Grantor where any Collateral is located through self-help, without judicial process, without first obtaining a final judgment or giving any Grantor or any other Person notice and opportunity for a hearing on Agent's claim or action (on behalf of Agent and Lenders), and may collect, receive, assemble, process, appropriate and realize upon the Collateral Collateral, or any part thereof, and/or and may forthwith sell, lease, assign, give an option or options to purchase, or sell or otherwise dispose of and deliver said Collateral (or contract to do so), as the case may be, or any part thereof, in one or more parcels at a public or private sale or sales, at any exchange broker's board or at the Secured Party's offices or elsewhere at such prices as it may deem best (subject to Section 2.2 and the last sentence of this Section 5)acceptable, for cash or on credit or for future delivery without assumption of any credit risk. The Secured Party Agent or any Lender shall have the right upon any such public sale or sales and, to the extent permitted by law, upon any such private sale or sales, to purchase for the benefit of Agent or any Lenders, the whole or any part of said Collateral so sold, free of any right or equity of redemption, which equity of redemption each Grantor hereby releases. The Secured Party Such sales may be adjourned and continued from time to time with or without notice. Agent shall pay over have the right to conduct such sales on each Grantor's premises or elsewhere and shall have the right to use each Grantor's premises without charge for such time or times as Agent deems necessary or advisable. Each Grantor further agrees, if any Event of Default shall have occurred and be continuing, at Agent's request, to assemble the Collateral and make it available to Agent, for the benefit of Agent and Lenders, at places which Agent shall select, whether at such Grantor's premises or elsewhere. Until Agent is able to effect a sale, lease, or other disposition of Collateral, Agent shall have the right to use Collateral, or any part thereof, to the extent that it deems appropriate for the purpose of preserving Collateral or its value or for any other purpose deemed appropriate by Agent. Agent shall have no obligation to any Grantor to maintain or preserve the rights of such Grantor as against third parties with respect to Collateral while Collateral is in the possession of Agent. Agent may, if it so elects, seek the appointment of a receiver or keeper to take possession of Collateral and to enforce any of Agent's remedies (for the benefit of Agent and Lenders), with respect to such appointment without prior notice or hearing. Agent shall apply the net proceeds of any such collection, recovery, receipt, appropriation, realization or sale, after deducting all reasonable costs and expenses incurred therein or incidental sale to the care, safekeeping or otherwise of any or all Obligations as provided in Section 1.11 of the Collateral or in any way relating to the rights of the Secured Party hereunder, for application on an equal basis to the payment in whole or in part of the Secured ObligationsCredit Agreement, and only after so paying over such net proceeds proceeds, and after the payment by Agent of any other amount required by any provision of law, including Section 9-504(1)(c) of the Code (but only after Agent has received what it considers reasonable proof of a subordinate party's security interest), need the Secured Party Agent account for the surplus, if any, to IXCany Grantor. IXC To the maximum extent permitted by applicable law, each Grantor waives all claims, damages, and demands against Agent or any Lender arising out of the repossession, retention or sale of the Collateral except such as arise solely out of the gross negligence or willful misconduct of Agent or such Lender as finally determined by a court of competent jurisdiction. Each Grantor agrees that neither Secured Party needs to give more than thirty ten (3010) days' days prior notice (which notification shall be deemed given when mailed, postage prepaid, addressed to IXC at its address provided pursuant to this Security Agreement) by Agent of the time and place of any public sale or of the time after which a private sale may take place and that such notice is reasonable notification of such matters. The Secured Party's exercise of Each Grantor shall remain liable for any deficiency if the foregoing rights and remedies is subject to the provisions of Section 2.2 and any transferee (including the Secured Party) proceeds of any sale or disposition of the Collateral must agree are insufficient to be bound pay all amounts to which Agent, for itself and the ratable benefit of Lenders, is entitled, each Grantor also being liable for any attorneys' fees incurred by Agent or any Lender to collect such provisionsdeficiency.

REMEDIES; RIGHTS UPON DEFAULT. (a) If any Event of Default shall occur and be continuing, and subject only to any required notice provided in the Secured Party Orders, the Administrative Agent may exercise (in addition to all other rights and remedies granted to it in this Security Agreement) after thirty Agreement and in any other Loan Document, all rights and remedies of a secured party under the UCC. Without limiting the generality of the foregoing, each Loan Party expressly agrees that in any such event the Administrative Agent, without demand of performance or other demand, advertisement or notice of any kind (30) days except the notice to IXC (and required by the Interim Order or Final Order or the notice specified below of time and place of public or private sale) to or upon such Loan Party or any other Person (all and each of which demands, advertisements and/or notices (except the notice required by the Interim Order or Final Order or the notice specified below of time and place of public or private sale) are hereby expressly waived to the maximum extent permitted by the UCC and other applicable law), may forthwith collect, receive, appropriate and realize upon the Collateral Collateral, or any part thereof, and/or may forthwith sell, lease, assign, give an option or options to purchase, or sell or otherwise dispose of and deliver said Collateral (or contract to do so), as the case may be, or any part thereof, in one or more parcels at public or private sale or sales, at any exchange or broker's board or at any of the Secured PartyAdministrative Agent's offices or elsewhere at such prices as it may deem best (subject to Section 2.2 and the last sentence of this Section 5)best, for cash or on credit or for future delivery without assumption of any credit risk. The Secured Party Administrative Agent shall have the right upon any such public sale or sales to purchase the whole or any part of said Collateral so sold, free of any right or equity of redemption, which equity of redemption each Loan Party hereby releases. Each Loan Party further agrees, at the Administrative Agent's request, to assemble the Collateral make it available to the Administrative Agent at places which the Administrative Agent shall reasonably select, whether at such Loan Party's premises or elsewhere. The Secured Party Administrative Agent shall pay over apply the net proceeds of any such collection, recovery, receipt, appropriation, realization or sale, after deducting sale (net of all reasonable costs and expenses incurred therein or incidental by the Administrative Agent in connection therewith, including, without limitation, attorney's fees and expenses), to the care, safekeeping or otherwise of any or all of the Collateral or Obligations in any way relating to order deemed appropriate by the rights of the Secured Administrative Agent, such Loan Party hereunder, remaining liable for application on an equal basis to the payment in whole or in part of the Secured Obligationsany deficiency remaining unpaid after such application, and only after so paying over such net proceeds need and after the Secured Party payment by the Administrative Agent of any other amount required by any provision of law, including Section 9-504(l)(c) of the UCC, shall the Administrative Agent account for and pay over the surplus, if any, to IXCsuch Loan Party. IXC To the maximum extent permitted by applicable law, each Loan Party waives all claims, damages, and demands against the Administrative Agent and the Lenders arising out of the repossession, retention or sale of the Collateral except such as arise out of the gross negligence or willful misconduct of the Administrative Agent. Each Loan Party agrees that neither Secured Party needs to the Administrative Agent need not give more than thirty (30) five days' notice to the Borrower (which notification shall be deemed given when mailedmailed or delivered on an overnight basis, postage prepaid, addressed to IXC the Borrower at its address provided pursuant referred to this Security Agreementin Section 13.8) of the time and place of any public sale or of the time after which a private sale may take place and that such notice is reasonable notification of such matters. The Secured Party's exercise of Loan Parties shall remain liable for any deficiency if the foregoing rights and remedies is subject to the provisions of Section 2.2 and any transferee (including the Secured Party) proceeds of any sale or disposition of the Collateral must agree are insufficient to be bound pay all amounts to which the Administrative Agent is entitled, the Loan Parties also being liable for the fees and expenses of any attorneys employed by the Administrative Agent to collect such provisionsdeficiency.

REMEDIES; RIGHTS UPON DEFAULT. If any Default shall occur and be continuing, the Secured Party may exercise (in a) In addition to all other rights and remedies granted to it in under this Security Agreement) after thirty , the Guaranty, the Loan Agreement, the other Loan Documents and under any other instrument or agreement securing, evidencing or relating to any of the Guaranteed Obligations, if a Default, which is not reasonably capable of being cured, or any Event of Default shall have occurred and is continuing, Lender may exercise all rights and remedies of a secured party under the Code. Without limiting the generality of the foregoing, to the extent permitted by law, each Grantor expressly agrees that in any such event Lender, without demand of performance or other demand, advertisement or notice of any kind (30) days notice to IXC (and except the notice specified below of time and place of public or private sale) to or upon such Grantor or any other Person (all and each of which demands, advertisements and notices are hereby expressly waived to the maximum extent permitted by the Code and other applicable law), may forthwith enter upon the premises of such Grantor where any Collateral is located through self-help, without judicial process, without first obtaining a final judgment or giving such Grantor or any other Person notice and opportunity for a hearing on Lender’s claim or action and may collect, receive, assemble, process, appropriate and realize upon the Collateral Collateral, or any part thereof, and/or and may forthwith sell, lease, license, assign, give an option or options to purchase, or sell or otherwise dispose of and deliver said Collateral (or contract to do so), as the case may be, or any part thereof, in one or more parcels at a public or private sale or sales, at any exchange broker's board or at the Secured Party's offices or elsewhere at such prices as it may deem best (subject to Section 2.2 and the last sentence of this Section 5)acceptable, for cash or on credit or for future delivery without assumption of any credit risk. The Secured Party Lender shall have the right upon any such public sale or sales and, to the extent permitted by law, upon any such private sale or sales, to purchase for the benefit of Lender, the whole or any part of said Collateral so sold, free of any right or equity of redemption, which equity of redemption each Grantor hereby waives and releases. The Secured Party Such sales may be adjourned and continued from time to time with or without notice. Lender shall pay over have the right to conduct such sales on any Grantor’s premises or elsewhere and shall have the right to use any Grantor’s premises without charge for such time or times as Lender deems necessary or advisable. If any Event of Default shall have occurred and is continuing, each Grantor further agrees, at Lender’s request, to assemble the Collateral and make it available to Lender at a place or places designated by Lender which are reasonably convenient to Lender and such Grantor, whether at such Grantor’s premises or elsewhere. Until Lender is able to effect a sale, lease, or other disposition of Collateral, Lender shall have the right to hold or use Collateral, or any part thereof, to the extent that it deems appropriate for the purpose of preserving Collateral or its value or for any other purpose deemed appropriate by Lender. Lender shall have no obligation to any Grantor to maintain or preserve the rights of such Grantor as against third parties with respect to Collateral while Collateral is in the possession of Lender. Lender may, if it so elects, seek the appointment of a receiver or keeper to take possession of Collateral and to enforce any of Lender’s remedies, with respect to such appointment without prior notice or hearing as to such appointment. Lender shall apply the net proceeds of any such collection, recovery, receipt, appropriation, realization or sale, after deducting all reasonable costs and expenses incurred therein or incidental sale to the care, safekeeping or otherwise of any or all of Guaranteed Obligations as provided in the Collateral or in any way relating to the rights of the Secured Party hereunder, for application on an equal basis to the payment in whole or in part of the Secured ObligationsLoan Agreement, and only after so paying over such net proceeds proceeds, and after the payment by Lender of any other amount required by any provision of law, need the Secured Party Lender account for the surplus, if any, to IXCany Grantor. IXC To the maximum extent permitted by applicable law, each Grantor waives all claims, damages, and demands against Lender arising out of the repossession, retention or sale of the Collateral except such as arise solely out of the gross negligence or willful misconduct of Lender as finally determined by a court of competent jurisdiction. Each Grantor agrees that neither Secured Party needs to give more than thirty ten (3010) days' days prior notice (which notification shall be deemed given when mailed, postage prepaid, addressed to IXC at its address provided pursuant to this Security Agreement) by Lender of the time and place of any public sale or of the time after which a private sale may take place and that such notice is reasonable notification of such matters. The Secured Party's exercise of Grantors shall remain liable for any deficiency if the foregoing rights and remedies is subject to the provisions of Section 2.2 and any transferee (including the Secured Party) proceeds of any sale or disposition of the Collateral must agree are insufficient to be bound pay all Guaranteed Obligations, including any attorneys’ fees and other expenses incurred by Lender to collect such provisionsdeficiency.

REMEDIES; RIGHTS UPON DEFAULT. If any Default shall occur and be continuing, the Secured Party may exercise (in a) In addition to all other rights and remedies granted to it in under this Security Agreement) after thirty , the Credit Agreement, the other Loan Documents and under any other instrument or agreement securing, evidencing or relating to any of the Obligations, if any Event of Default shall have occurred and be continuing, the Agent may exercise all rights and remedies of a secured party under the UCC. Without limiting the generality of the foregoing, each Grantor expressly agrees that in any such event the Agent, without demand of performance or other demand, advertisement or notice of any kind (30) days notice to IXC (and except the notice specified below of time and place of public or private sale) to or upon such Grantor or any other Person (all and each of which demands, advertisements and notices are hereby expressly waived to the maximum extent permitted by the UCC and other applicable law), may forthwith enter upon the premises of such Grantor where any Collateral is located through self-help, without judicial process, without first obtaining a final judgment or giving such Grantor or any other Person notice and opportunity for a hearing on the Agent's claim or action and may collect, receive, assemble, process, appropriate and realize upon the Collateral Collateral, or any part thereof, and/or and may forthwith sell, lease, license, assign, give an option or options to purchase, or sell or otherwise dispose of and deliver said Collateral (or contract to do so), as the case may be, or any part thereof, in one or more parcels at a public or private sale or sales, at any exchange broker's board or at the Secured Party's offices or elsewhere at such prices as it may deem best (subject to Section 2.2 and the last sentence of this Section 5)acceptable, for cash or on credit or for future delivery without assumption of any credit risk. The Secured Party Agent or any Lender shall have the right upon any such public sale or sales and, to the extent permitted by law, upon any such private sale or sales, to purchase for the benefit of the Agent and the Lenders, the whole or any part of said Collateral so sold, free of any right or equity of redemption, which equity of redemption each Grantor hereby releases. Such sales may be adjourned and continued from time to time with or without notice. The Secured Party Agent shall pay over have the net proceeds of right to conduct such sales on any Grantor's premises or elsewhere and shall have the right to use each Grantor's premises without charge for such collection, recovery, receipt, appropriation, realization time or sale, after deducting all reasonable costs and expenses incurred therein times as the Agent deems necessary or incidental to the care, safekeeping or otherwise of any or all of the Collateral or in any way relating to the rights of the Secured Party hereunder, for application on an equal basis to the payment in whole or in part of the Secured Obligations, and only after such net proceeds need the Secured Party account for the surplus, if any, to IXC. IXC agrees that neither Secured Party needs to give more than thirty (30) days' notice (which notification shall be deemed given when mailed, postage prepaid, addressed to IXC at its address provided pursuant to this Security Agreement) of the time and place of any public sale may take place and that such notice is reasonable notification of such matters. The Secured Party's exercise of the foregoing rights and remedies is subject to the provisions of Section 2.2 and any transferee (including the Secured Party) of any of the Collateral must agree to be bound by such provisionsadvisable.

REMEDIES; RIGHTS UPON DEFAULT. (a) If any Event of Default shall occur and be continuing, the Secured Party Administrative Agent may exercise (in addition to all other rights and remedies granted to it in this Security Agreement) after thirty Agreement and in any other Loan Document, all rights and remedies of a secured party under the UCC. Without limiting the generality of the foregoing, each Grantor expressly agrees that in any such event the Administrative Agent, without demand of performance or other demand, advertisement or notice of any kind (30) days except the notice to IXC (and required by the Interim Order or Final Order or the notice specified below of time and place of public or private sale) to or upon such Grantor or any other Person (all and each of which demands, advertisements and/or notices are hereby expressly waived to the maximum extent permitted by the UCC and other applicable law), may forthwith collect, receive, appropriate and realize upon the Collateral Collateral, or any part thereof, and/or may forthwith sell, lease, assign, give an option or options to purchase, or sell or otherwise dispose of and deliver said Collateral (or contract to do so), as the case may be, or any part thereof, in one or more parcels at public or private sale or sales, at any exchange or broker's board or at any of the Secured PartyAdministrative Agent's offices or elsewhere at such prices as at it may deem best (subject to Section 2.2 and the last sentence of this Section 5)best, for cash or on credit or for future delivery without assumption of any credit risk. The Secured Party Administrative Agent shall have the right upon any such public sale or sales to purchase the whole or any part of said Collateral so sold, free of any right or equity of redemption, which equity of redemption each Grantor hereby releases. Each Grantor further agrees, at the Administrative Agent's request, to assemble the Collateral make it available to the Administrative Agent at places which the Administrative Agent shall reasonably select, whether at such Grantor's premises or elsewhere. The Secured Party Administrative Agent shall pay over apply the net proceeds of any such collection, recovery, receipt, appropriation, realization or sale, after deducting sale (net of all reasonable costs and expenses incurred therein or incidental by the Administrative Agent in connection therewith, including, without limitation, attorney's fees and expenses), to the care, safekeeping or otherwise of any or all of the Collateral or Obligations in any way relating to order deemed appropriate by the rights of the Secured Party hereunderAdministrative Agent, such Grantor remaining liable for application on an equal basis to the payment in whole or in part of the Secured Obligationsany deficiency remaining unpaid after such application, and only after so paying over such net proceeds and after the payment by the Administrative Agent of any other amount required by any provision of law, including Section 9-504(l)(c) of the UCC, need the Secured Party Administrative Agent account for the surplus, if any, to IXCsuch Grantor. IXC To the maximum extent permitted by applicable law, each Grantor waives all claims, damages, and demands against the Administrative Agent and the Lenders arising out of the repossession, retention or sale of the Collateral except such as arise out of the gross negligence or willful misconduct of the Administrative Agent. Each Grantor agrees that neither Secured Party needs to the Administrative Agent need not give more than thirty seven (307) days' notice to the Grantors (which notification shall be deemed given when mailedmailed or delivered on an overnight basis, postage prepaid, addressed to IXC the Borrower at its address provided pursuant referred to this Security Agreementin Section 13.8) of the time and place of any public sale or of the time after which a private sale may take place and that such notice is reasonable notification of such matters. The Secured Party's exercise of Grantors shall remain liable for any deficiency if the foregoing rights and remedies is subject to the provisions of Section 2.2 and any transferee (including the Secured Party) proceeds of any sale or disposition of the Collateral must agree are insufficient to be bound pay all amounts to which the Administrative Agent is entitled, the Grantors also being liable for the fees and expenses of any attorneys employed by the Administrative Agent to collect such provisionsdeficiency.

REMEDIES; RIGHTS UPON DEFAULT. If any Default shall occur and be continuing, the Secured Party may exercise (in a) In addition to all other rights and remedies granted to it in under this Security Agreement) after thirty , the Credit Agreement, the other DIP Financing Documents and under any other instrument or agreement securing, evidencing or relating to any of the Obligations, if any Event of Default shall have occurred and be continuing, Administrative Agent may exercise all rights and remedies of a secured party under the UCC and other applicable law, but subject in all events to the notice provisions in the Financing Orders. Without limiting the generality of the foregoing, Grantor expressly agrees that in any such event Administrative Agent, without demand of performance or other demand, advertisement or notice of any kind (30) days notice to IXC (and except the notice specified below of time and place of public or private sale) to or upon Grantors or any other Person (all and each of which demands, advertisements and notices are hereby expressly waived to the maximum extent permitted by the UCC and other applicable law), may forthwith enter upon the premises of Grantor where any Collateral is located through self-help, without judicial process, without first obtaining a final judgment or giving any Grantor or any other Person notice and opportunity for a hearing on Administrative Agent's claim or action and may collect, receive, assemble, process, appropriate and realize upon the Collateral Collateral, or any part thereof, and/or and may forthwith sell, lease, license, assign, give an option or options to purchase, or sell or otherwise dispose of and deliver said Collateral (or contract to do so), as the case may be, or any part thereof, in one or more parcels at a public or private sale or sales, at any exchange broker's board or at the Secured Party's offices or elsewhere at such prices as it may deem best (subject to Section 2.2 and the last sentence of this Section 5)acceptable, for cash or on credit or for future delivery without assumption of any credit risk. The Secured Party Administrative Agent or any Lender shall have the right upon any such public sale or sales and, to the extent permitted by law, upon any such private sale or sales, to purchase for the benefit of Administrative Agent and Lenders, the whole or any part of said Collateral so sold. The Secured Party shall pay over the net proceeds , free of any right or equity of redemption, which equity of redemption Grantors hereby release. Such sales may be adjourned and continued from time to time with or without notice. Administrative Agent shall have the right to conduct such collectionsales on any Grantor's premises or elsewhere and shall have the right to use such Grantor's premises, recovery, receipt, appropriation, realization or sale, after deducting all reasonable costs and expenses incurred therein or incidental to the care, safekeeping or otherwise of any or all of the Collateral or in any way relating to the rights of the Secured Party hereunderwithout charge, for application on an equal basis to the payment in whole such time or in part of the Secured Obligations, and only after such net proceeds need the Secured Party account for the surplus, if any, to IXC. IXC agrees that neither Secured Party needs to give more than thirty (30) days' notice (which notification shall be deemed given when mailed, postage prepaid, addressed to IXC at its address provided pursuant to this Security Agreement) of the time and place of any public sale may take place and that such notice is reasonable notification of such matters. The Secured Party's exercise of the foregoing rights and remedies is subject to the provisions of Section 2.2 and any transferee (including the Secured Party) of any of the Collateral must agree to be bound by such provisionstimes as Administrative Agent deems necessary or advisable.

REMEDIES; RIGHTS UPON DEFAULT. (a) If any Default or Event of Default shall occur and be continuing, the Agent shall, at the request of Holders holding sixty percent (60%) or more of the then outstanding Secured Party may Obligations, exercise (in addition to all other rights and remedies granted to it in this Security Agreement) after thirty Agreement and in any other instrument or agreement securing, evidencing, or relating to the Secured Obligations, all rights and remedies of a secured party under the UCC. Without limiting the generality of the foregoing, Grantor expressly agrees that in any such event Agent, without demand of performance or other demand, advertisement, or notice of any kind (30) days notice to IXC (and except the notice specified below of time and place of public or private sale) to or upon Grantor or any other person (all and each of which demands, advertisements, and/or notices are hereby expressly waived to the maximum extent permitted by the UCC and other applicable law), may forthwith collect, receive, appropriate appropriate, and realize upon the Collateral Collateral, or any part thereof, and/or may forthwith sell, lease, assign, give an option or options to purchase, or sell or otherwise dispose of and deliver said such Collateral (or contract to do so), as the case may be, or any part thereof, in one or more parcels at public or private sale or sales, at any exchange or broker's board or at the Secured Partyany of Agent's offices or elsewhere at such prices as it may deem best (subject to Section 2.2 and the last sentence of this Section 5)best, for cash or on credit or for future delivery without assumption of any credit risk. The Secured Party Agent shall have the right upon any such public sale or sales sales, and, to the extent permitted by law, upon any such private sale or sales, to purchase the whole or any part of said such Collateral so sold, free of any right or equity of redemption, which equity of redemption Grantor hereby releases. The Secured Party Grantor further agrees, at Agent's request, to assemble the Collateral and make it available to Agent at places that Agent shall pay over reasonably select, whether at Grantor's premises or elsewhere. Agent shall apply the net proceeds of any such collection, recovery, receipt, appropriation, realization realization, or sale, as provided in SECTION 8(D) hereof, Grantor remaining liable for any deficiency remaining unpaid after deducting all reasonable costs and expenses incurred therein or incidental to the care, safekeeping or otherwise of any or all of the Collateral or in any way relating to the rights of the Secured Party hereunder, for application on an equal basis to the payment in whole or in part of the Secured Obligationssuch application, and only after so paying over such net proceeds and after the payment by Agent of any other amount required by any provision of law, including section 9615(a)(3) of the UCC, need the Secured Party Agent account for the surplus, if any, to IXCGrantor. IXC agrees that neither Secured Party needs to give more than thirty (30) days' notice (which notification shall be deemed given when mailedTo the maximum extent permitted by applicable law, postage prepaid, addressed to IXC at its address provided pursuant to this Security Agreement) of the time and place of any public sale may take place and that such notice is reasonable notification of such matters. The Secured Party's exercise of the foregoing rights and remedies is subject to the provisions of Section 2.2 and any transferee (including the Secured Party) of any of the Collateral must agree to be bound by such provisions.Grantor

REMEDIES; RIGHTS UPON DEFAULT. (a) Upon the occurrence of any Event of Default, Lender or Lender’s designee may, at Lender’s option, elect to become the substituted member in each or either Issuer with respect to the Pledged Collateral and Grantor shall execute or cause to be executed all documents necessary to evidence Lender so becoming substituted member. If any Event of Default shall occur and be continuingoccur, the Secured Party Lender or Lender’s designee may exercise (in addition to all other rights and remedies granted to it them in this Security Agreement) after thirty Assignment and in any other instrument or agreement securing, evidencing or relating to the Liabilities, all rights and remedies of a secured party under the Code. Without limiting the generality of the foregoing, Grantor expressly agrees that in any such event Lender, without demand of performance or other demand, advertisement or notice of any kind (30) days notice to IXC (and except the notice specified below of time and place of public or private sale) to or upon Grantor or any other person (all and each of which demands, advertisements and/or notices are hereby expressly waived), may forthwith collect, receive, appropriate and realize upon the Collateral Pledged Collateral, or any part thereof, and/or may forthwith sell, lease, assign, give option or options to purchase, or sell or otherwise dispose of and deliver said Pledged Collateral (or contract to do so), as the case may be, or any part thereof, in one or more parcels at public or private sale or sales, at any exchange or broker's ’s board or at the Secured Party's any of Lender’s offices or elsewhere at such prices as it may deem best (subject to Section 2.2 and the last sentence of this Section 5)best, for cash or on credit or for future delivery without the assumption of any credit risk. The Secured Party Grantor expressly acknowledges that private sales may be less favorable to a seller than public sales but that private sales shall nevertheless be deemed commercially reasonable and otherwise permitted hereunder. In view of the fact that federal and state securities laws and/or other applicable laws may impose certain restrictions on the method by which a sale of the Pledged Collateral may be effected, Grantor agrees that upon the occurrence of an Event of Default, Lender may, from time to time, attempt to sell all or any part of the Pledged Collateral by means of a private placement, restricting the prospective purchasers to those who will represent and agree that they are purchasing for investment only and not for distribution. In so doing, Lender may solicit offers to buy the Pledged Collateral, or any part thereof, for cash, from a limited number of investors deemed by Lender in its judgment, to be financially responsible parties who might be interested in purchasing the Pledged Collateral, and if Lender solicits such offers, then the acceptance by Lender of the highest offer obtained therefrom shall be deemed to be a commercially reasonable method of disposing of the Pledged Collateral. Lender or Lender’s designee shall have the right upon any such public sale or sales sales, and, to the extent permitted by law, upon any such private sale or sales, to purchase the whole or any part of said Pledged Collateral so sold, free of any right or equity of redemption, which equity of redemption Grantor hereby releases. The Secured Party Grantor further agrees, at the request of Lender, to assemble the Pledged Collateral and make it available to Lender at places which Lender shall pay over reasonably select, whether at Grantor’s premises or elsewhere. Lender shall apply the net proceeds of any such collection, recovery, receipt, appropriation, realization or sale, sale as provided in Section 10(d) of this Assignment. Only after deducting all reasonable costs and expenses incurred therein or incidental to the care, safekeeping or otherwise of any or all of the Collateral or in any way relating to the rights of the Secured Party hereunder, for application on an equal basis to the payment in whole or in part of the Secured Obligations, and only after so paying over such net proceeds and after the payment by Lender of any other amount required by any provision of law, including Section 9-608(1)(C) of the Code, need the Secured Party Lender account for the surplus, if any, to IXCGrantor. IXC agrees that neither Secured Party needs to give more than thirty (30) days' notice (which To the extent permitted by applicable law, Grantor waives all claims, damages, and demands against Lender arising out of the repossession, retention or sale of the Pledged Collateral except in each case such as arise out of the gross negligence or willful misconduct of Lender. Any notification shall of intended disposition of any of the Pledged Collateral required by law will be deemed to be a reasonable authenticated notification of disposition if given when mailedat least ten (10) days prior to such disposition and such notice shall (i) describe Lender and Grantor, postage prepaid(ii) describe the Pledged Collateral that is the subject of the intended disposition, addressed (iii) state the method of the intended disposition, (iv) state that Grantor is entitled to IXC at its address provided pursuant to this Security Agreementan accounting of the Liabilities and state the charge, if any, for an accounting and (v) of state the time and place of any public disposition or the time after which any private sale is to be made. Lender may take place and disclaim any warranties that such notice is reasonable notification of such matters. The Secured Party's exercise might arise in connection with the sale, lease or other disposition of the foregoing rights Pledged Collateral and remedies is subject has no obligation to the provisions of Section 2.2 and provide any transferee (including the Secured Party) of any of the Collateral must agree to be bound by warranties at such provisionstime.

REMEDIES; RIGHTS UPON DEFAULT. If any Default shall occur and be continuing, the Secured Party may exercise (in a) In addition to all other rights and remedies granted to it in under this Security Agreement) after thirty , the Credit Agreement, the other Loan Documents and under any other instrument or agreement securing, evidencing or relating to any of the Obligations, if any Event of Default shall have occurred and be continuing, Agent may exercise all rights and remedies of a secured party under the Code. Without limiting the generality of the foregoing, each Grantor expressly agrees that in any such event Agent, without demand of performance or other demand, advertisement or notice of any kind (30) days notice to IXC (and except the notice specified below of time and place of public or private sale) to or upon such Grantor or any other Person (all and each of which demands, advertisements and notices are hereby expressly waived to the maximum extent permitted by the Code and other applicable law), may forthwith enter upon the premises of such Grantor where any Collateral is located through self-help, without judicial process, without first obtaining a final judgment or giving such Grantor or any other Person notice and opportunity for a hearing on Agent's claim or action and may collect, receive, assemble, process, appropriate and realize upon the Collateral Collateral, or any part thereof, and/or and may forthwith sell, lease, assign, give an option or options to purchase, or sell or otherwise dispose of and deliver said Collateral (or contract to do so), as the case may be, or any part thereof, in one or more parcels at a public or private sale or sales, at any exchange broker's board or at the Secured Party's offices or elsewhere at such prices as it may deem best (subject to Section 2.2 and the last sentence of this Section 5)acceptable, for cash or on credit or for future delivery without assumption of any credit risk. The Secured Party Agent or any Lender shall have the right upon any such public sale or sales and, to the extent permitted by law, upon any such private sale or sales, to purchase for the benefit of Agent and Lenders, the whole or any part of said Collateral so sold, free of any right or equity of redemption, which equity of redemption each Grantor hereby releases. The Secured Party Such sales may be adjourned and continued from time to time with or without notice. Agent shall pay over have the right to conduct such sales on any Grantor's premises or elsewhere and shall have the right to use any Grantor's premises without charge for such time or times as Agent deems necessary or advisable. Each Grantor further agrees, at Agent's request, to assemble the Collateral and make it available to Agent at places which Agent shall select, whether at such Grantor's premises or elsewhere. Until Agent is able to effect a sale, lease, or other disposition of Collateral, Agent shall have the right to hold or use Collateral, or any part thereof, to the extent that it deems appropriate for the purpose of preserving Collateral or its value or for any other purpose deemed appropriate by Agent. Agent shall have no obligation to any Grantor to maintain or preserve the rights of such Grantor as against third parties with respect to Collateral while Collateral is in the possession of Agent. Agent may, if it so elects, seek the appointment of a receiver or keeper to take possession of Collateral and to enforce any of Agent's remedies (for the benefit of Agent and Lenders), with respect to such appointment without prior notice or hearing as to such appointment. Agent shall apply the net proceeds of any such collection, recovery, receipt, appropriation, realization or sale, after deducting all reasonable costs and expenses incurred therein or incidental sale to the care, safekeeping or otherwise of any or all of Obligations as provided in the Collateral or in any way relating to the rights of the Secured Party hereunder, for application on an equal basis to the payment in whole or in part of the Secured ObligationsCredit Agreement, and only after so paying over such net proceeds proceeds, and after the payment by Agent of any other amount required by any provision of law, need the Secured Party Agent account for the surplus, if any, to IXCany Grantor. IXC agrees that neither Secured Party needs to give more than thirty (30) days' notice (which notification shall be deemed given when mailedTo the maximum extent permitted by applicable law, postage prepaideach Grantor waives all claims, addressed to IXC at its address provided pursuant to this Security Agreement) damages, and demands against Agent or any Lender arising out of the time and place of any public repossession, retention or sale may take place and that such notice is reasonable notification of such matters. The Secured Party's exercise of the foregoing rights and remedies is subject to the provisions of Section 2.2 and any transferee (including the Secured Party) of any of the Collateral must agree to be bound by except such provisions.as arise solely out of the gross negligence or willful misconduct

REMEDIES; RIGHTS UPON DEFAULT. If any Event of Default shall occur and be continuing, the Secured Party Administrative Agent may exercise (in addition to all other rights and remedies granted to it in this Security Agreement) after thirty Agreement and in any other Loan Document, all rights and remedies of a secured party under the UCC. Without limiting the generality of the foregoing, each Loan Party expressly agrees that in any such event the Administrative Agent, without demand of performance or other demand, advertisement or notice of any kind (30) days except the notice to IXC (and required by the Interim Order or Final Order or the notice specified below of time and place of public or private sale) to or upon such Loan Party or any other Person (all and each of which demands, advertisements and/or notices are hereby expressly waived to the maximum extent permitted by the UCC and other applicable law), may forthwith collect, receive, appropriate and realize upon the Collateral Collateral, or any part thereof, and/or may forthwith sell, lease, assign, give an option or options to purchase, or sell or otherwise dispose of and deliver said Collateral (or contract to do so), as the case may be, or any part thereof, in one or more parcels at public or private sale or sales, at any exchange or broker's board or at any of the Secured PartyAdministrative Agent's offices or elsewhere at such prices as at it may deem best (subject to Section 2.2 and the last sentence of this Section 5)best, for cash or on credit or for future delivery without assumption of any credit risk. The Secured Party Administrative Agent shall have the right upon any such public sale or sales to purchase the whole or any part of said Collateral so sold, free of any right or equity of redemption, which equity of redemption each Loan Party hereby releases. Each Loan Party further agrees, at the Administrative Agent's request, to assemble the Collateral make it available to the Administrative Agent at places which the Administrative Agent shall reasonably select, whether at such Loan Party's premises or elsewhere. The Secured Party Administrative Agent shall pay over apply the net proceeds of any such collection, recovery, receipt, appropriation, realization or sale, after deducting sale (net of all reasonable costs and expenses incurred therein or incidental by the Administrative Agent in connection therewith, including, without limitation, attorney's fees and expenses), to the care, safekeeping or otherwise of any or all of the Collateral or Obligations as provided for in Section 2.14 (Payments and Computations; Protective Advances) in any way relating to order deemed appropriate by the rights of the Secured Administrative Agent, such Loan Party hereunder, remaining liable for application on an equal basis to the payment in whole or in part of the Secured Obligationsany deficiency remaining unpaid after such application, and only after so paying over such net proceeds and after the payment by the Administrative Agent of any other amount required by any provision of law, including the UCC, need the Secured Party Administrative Agent account for the surplus, if any, to IXCsuch Loan Party. IXC To the maximum extent permitted by applicable law, each Loan Party waives all Claims, damages, and demands against the Administrative Agent and the Lenders arising out of the repossession, retention or sale of the Collateral except such as arise out of the gross negligence or willful misconduct of the Administrative Agent. Each Loan Party agrees that neither Secured Party needs to the Administrative Agent need not give more than thirty seven (307) days' notice to the Borrower (which notification shall be deemed given when mailedmailed or delivered on an overnight basis, postage prepaid, addressed to IXC the Borrower at its address provided pursuant referred to this Security Agreementin Section 13.8) of the time and place of any public sale or of the time after which a private sale may take place and that such notice is reasonable notification of such matters. The Secured Party's exercise of Loan Parties shall remain liable for any deficiency if the foregoing rights and remedies is subject to the provisions of Section 2.2 and any transferee (including the Secured Party) proceeds of any sale or disposition of the Collateral must agree are insufficient to be bound by such provisionspay all amounts to which the Administrative Agent is entitled.

REMEDIES; RIGHTS UPON DEFAULT. If any Default shall occur and be continuing, the Secured Party may exercise (in a) In addition to all other rights and remedies granted to it in under this Security Agreement) after thirty , the Reimbursement Agreement, the other Basic Documents and under any other instrument or agreement securing, evidencing or relating to any of the Obligations, if any Event of Default shall have occurred and be continuing, Xxxxxx may exercise all rights and remedies of a secured party under the Code. Without limiting the generality of the foregoing, Grantor expressly agrees that in any such event Xxxxxx, without demand of performance or other demand, advertisement or notice of any kind (30) days notice to IXC (and except the notice specified below of time and place of public or private sale) to or upon Grantor or any other Person (all and each of which demands, advertisements and notices are hereby expressly waived to the maximum extent permitted by the Code and other applicable law), may forthwith enter upon the premises of Grantor where any Collateral is located through self-help, without judicial process, without first obtaining a final judgment or giving Grantor or any other Person notice and opportunity for a hearing on Xxxxxx'x claim or action, and may collect, receive, assemble, process, appropriate and realize upon the Collateral Collateral, or any part thereof, and/or and may forthwith sell, lease, assign, give an option or options to purchase, or sell or otherwise dispose of and deliver said Collateral (or contract to do so), as the case may be, or any part thereof, in one or more parcels at a public or private sale or sales, at any exchange broker's board or at the Secured Party's offices or elsewhere at such prices as it may deem best (subject to Section 2.2 and the last sentence of this Section 5)acceptable, for cash or on credit or for future delivery without assumption of any credit risk. The Secured Party Xxxxxx shall have the right upon any such public sale or sales and, to the extent permitted by law, upon any such private sale or sales, to purchase the whole or any part of said Collateral so sold, free of any right or equity of redemption, which equity of redemption Grantor hereby releases. The Secured Party Such sales may be adjourned and continued from time to time with or without notice. Xxxxxx shall pay over have the right to conduct such sales on Grantor's premises or elsewhere and shall have the right to use Grantor's premises without charge for such time or times as Xxxxxx xxxxx necessary or advisable. Grantor further agrees, at Xxxxxx'x request following the occurrence and during the continuation of an Event of Default, to assemble the Collateral and make it available to Xxxxxx at places which Xxxxxx shall select, whether at Grantor's premises or elsewhere. Until Xxxxxx is able to effect a sale, lease, or other disposition of Collateral, Xxxxxx shall have the right to hold or use Collateral, or any part thereof, to the extent that it deems appropriate for the purpose of preserving Collateral or its value or for any other purpose deemed appropriate by Xxxxxx. Xxxxxx shall not have any obligation to Grantor to maintain or preserve the rights of Grantor as against third parties with respect to Collateral while Collateral is in the possession of Xxxxxx. Xxxxxx may, if it so elects, seek the appointment of a receiver or keeper to take possession of Collateral and to enforce any of Xxxxxx'x remedies with respect to such appointment without prior notice or hearing as to such appointment. Xxxxxx shall apply the net proceeds of any such collection, recovery, receipt, appropriation, realization or sale, after deducting all reasonable costs and expenses incurred therein or incidental sale to the care, safekeeping or otherwise of any or all of Obligations as provided in the Collateral or in any way relating to the rights of the Secured Party hereunder, for application on an equal basis to the payment in whole or in part of the Secured ObligationsReimbursement Agreement, and only after so paying over such net proceeds proceeds, and after the payment by Xxxxxx of any other amount required by any provision of law, need the Secured Party Xxxxxx account for the surplus, if any, to IXCGrantor. IXC To the maximum extent permitted by applicable law, Grantor waives all claims, damages, and demands against Xxxxxx arising out of the repossession, retention or sale of the Collateral except such as arise solely out of the gross negligence or willful misconduct of Xxxxxx as finally determined by a court of competent jurisdiction. Grantor agrees that neither Secured Party needs to give more than thirty ten (3010) days' days prior notice (which notification shall be deemed given when mailed, postage prepaid, addressed to IXC at its address provided pursuant to this Security Agreement) by Xxxxxx of the time and place of any public sale or of the time after which a private sale may take place and that such notice is reasonable notification of such matters. The Secured Party's exercise of Grantor shall remain liable for any deficiency if the foregoing rights and remedies is subject to the provisions of Section 2.2 and any transferee (including the Secured Party) proceeds of any sale or disposition of the Collateral must agree are insufficient to be bound pay all Obligations, including any attorneys' fees and other expenses incurred by Xxxxxx to collect such provisionsdeficiency.

REMEDIES; RIGHTS UPON DEFAULT. (a) If any Event of Default shall occur and be continuing, the Secured Party Administrative Agent may exercise (in addition to all other rights and remedies granted to it in this Security Agreement) after thirty , the Order and in any other Loan Document, all rights and remedies of a secured party under the UCC. Without limiting the generality of the foregoing, each Grantor expressly agrees that in any such event the Administrative Agent, without demand of performance or other demand, advertisement or notice of any kind (30) days except the notice to IXC (and required by the Order or the notice specified below of time and place of public or private sale) to or upon such Grantor or any other Person (all and each of which demands, advertisements and/or notices are hereby expressly waived to the maximum extent permitted by the UCC and other applicable law), may forthwith collect, receive, appropriate and realize upon the Collateral Collateral, or any part thereof, and/or may forthwith sell, lease, assign, give an option or options to purchase, or sell or otherwise dispose of and deliver said Collateral (or contract to do so), as the case may be, or any part thereof, in one or more parcels at public or private sale or sales, at any exchange or broker's board or at any of the Secured PartyAdministrative Agent's offices or elsewhere at such prices as at it may deem best (subject to Section 2.2 and the last sentence of this Section 5)best, for cash or on credit or for future delivery without assumption of any credit risk. The Secured Party Administrative Agent shall have the right upon any such public sale or sales to purchase the whole or any part of said Collateral so sold, free of any right or equity of redemption, which equity of redemption each Grantor hereby releases. Each Grantor further agrees, at the Administrative Agent's request, to assemble the Collateral and make it available to the Administrative Agent at places which the Administrative Agent shall reasonably select, whether at such Grantor's premises or elsewhere. 104 The Secured Party Administrative Agent shall pay over apply the net proceeds of any such collection, recovery, receipt, appropriation, realization or sale, after deducting sale (net of all reasonable costs and expenses incurred therein or incidental by the Administrative Agent in connection therewith, including, without limitation, attorney's fees and expenses), to the care, safekeeping or otherwise of any or all of the Collateral or Obligations in any way relating to order deemed appropriate by the rights of the Secured Party hereunderAdministrative Agent, such Grantor remaining liable for application on an equal basis to the payment in whole or in part of the Secured Obligationsany deficiency remaining unpaid after such application, and only after so paying over such net proceeds and after the payment by the Administrative Agent of any other amount required by any provision of law, including, without limitation, the UCC, need the Secured Party Administrative Agent account for the surplus, if any, to IXCsuch Grantor. IXC To the maximum extent permitted by applicable law, each Grantor waives all claims, damages, and demands against the Administrative Agent and the Lenders arising out of the repossession, retention or sale of the Collateral except such as arise out of the gross negligence or willful misconduct of the Administrative Agent. Each Grantor agrees that neither Secured Party needs to the Administrative Agent need not give more than thirty seven (307) days' notice to the Borrower (which notification shall be deemed given when mailedmailed or delivered on an overnight basis, postage prepaid, addressed to IXC the Borrower at its address provided pursuant referred to this Security Agreementin Section 13.8) of the time and place of any public sale of Collateral or of the time after which a private sale may take place and that such notice is reasonable notification of such matters. The Secured Party's Administrative Agent and its agents shall have the right to enter upon any real property owned or leased by any Grantor to exercise any of its rights or remedies under this Agreement. The Administrative Agent shall not be obligated to make any sale of Collateral regardless of notice of sale having been given. The Administrative Agent may adjourn any public or private sale from time to time by announcement at the foregoing rights time and remedies is subject to the provisions of Section 2.2 place fixed therefor, and any transferee (including such sale may, without further notice, be made at the Secured Party) time and place to which it was adjourned. Each Grantor shall remain liable for any deficiency if the proceeds of any sale or disposition of the Collateral must agree are insufficient to be bound pay its Obligations and all other amounts to which the Administrative Agent is entitled, the Grantors also being liable for the fees and expenses of any attorneys employed by the Administrative Agent to collect such provisionsdeficiency.

REMEDIES; RIGHTS UPON DEFAULT. If any Default shall occur and be continuing, the Secured Party may exercise (in a) In addition to all other rights and remedies granted to it under this Agreement, the Credit Agreement, the other Loan Documents and under any other instrument or agreement securing, evidencing or relating to any of the Secured Obligations, if any Event of Default shall have occurred and be continuing, the Agent may exercise all rights and remedies of a secured party under the UCC. Without limiting the generality of the foregoing, Grantor expressly agrees that in this Security Agreement) after thirty any such event the Agent, without demand of performance or other demand, advertisement or notice of any kind (30) days notice to IXC (and except the notice specified below of time and place of public or private sale) to or upon Grantor or any other Person (all and each of which demands, advertisements and notices are hereby expressly waived to the maximum extent permitted by the UCC and other applicable law), may forthwith enter upon the premises of Grantor where any Collateral is located through self-help, without judicial process, without first obtaining a final judgment or giving Grantor or any other Person notice and opportunity for a hearing on the Agent’s claim or action and may collect, receive, assemble, process, appropriate and realize upon the Collateral Collateral, or any part thereof, and/or and may forthwith sell, lease, license, assign, give an option or options to purchase, or sell or otherwise dispose of and deliver said Collateral (or contract to do so), as the case may be, or any part thereof, in one or more parcels at a public or private sale or sales, at any exchange broker's board or at the Secured Party's offices or elsewhere at such prices as it may deem best (subject to Section 2.2 and the last sentence of this Section 5)acceptable, for cash or on credit or for future delivery without assumption of any credit risk. The Secured Party Agent or any Lender or any Selected Revolving Lender shall have the right upon any such public sale or sales and, to the extent permitted by law, upon any such private sale or sales, to purchase for the benefit of the Agent, the Lenders and the Selected Revolving Lenders, the whole or any part of said Collateral so sold, free of any right or equity of redemption, which equity of redemption Grantor hereby releases. Such sales may be adjourned and continued from time to time with or without notice. The Secured Party Agent shall pay over have the net proceeds of any right to conduct such collection, recovery, receipt, appropriation, realization sales on Grantor’s premises or sale, after deducting all reasonable costs elsewhere and expenses incurred therein shall have the right to use Grantor’s premises without charge for such time or incidental to times as the care, safekeeping Agent deems necessary or otherwise of any or all of the Collateral or in any way relating to the rights of the Secured Party hereunder, for application on an equal basis to the payment in whole or in part of the Secured Obligations, and only after such net proceeds need the Secured Party account for the surplus, if any, to IXC. IXC agrees that neither Secured Party needs to give more than thirty (30) days' notice (which notification shall be deemed given when mailed, postage prepaid, addressed to IXC at its address provided pursuant to this Security Agreement) of the time and place of any public sale may take place and that such notice is reasonable notification of such matters. The Secured Party's exercise of the foregoing rights and remedies is subject to the provisions of Section 2.2 and any transferee (including the Secured Party) of any of the Collateral must agree to be bound by such provisionsadvisable.

REMEDIES; RIGHTS UPON DEFAULT. If any Default shall occur and be continuing, the Secured Party may exercise (in a) In addition to all other rights and remedies granted to it in under this Security Agreement) after thirty , the Credit Agreement, the other Loan Documents and under any other instrument or agreement securing, evidencing or relating to any of the Obligations, if any Event of Default shall have occurred and be continuing, Agent may exercise all rights and remedies of a secured party under the UCC. Without limiting the generality of the foregoing, each Grantor expressly agrees that in any such event Agent, without demand of performance or other demand, advertisement or notice of any kind (30) days notice to IXC (and except the notice specified below of time and place of public or private sale) to or upon any Grantor or any other Person (all and each of which demands, advertisements and notices are hereby expressly waived to the maximum extent permitted by the UCC and other applicable law), may forthwith enter upon the premises of each Grantor where any Collateral is located through self-help, without judicial process, without first obtaining a final judgment or giving any Grantor or any other Person notice and opportunity for a hearing on Agent’s claim or action and may collect, receive, assemble, process, appropriate and realize upon the Collateral Collateral, or any part thereof, and/or and may forthwith sell, lease, license, assign, give an option or options to purchase, or sell or otherwise dispose of and deliver said Collateral (or contract to do so), as the case may be, or any part thereof, in one or more parcels at a public or private sale or sales, at any exchange broker's board or at the Secured Party's offices or elsewhere at such prices as it may deem best (subject to Section 2.2 and the last sentence of this Section 5)acceptable, for cash or on credit or for future delivery without assumption of any credit risk. The Secured Party Agent or any Lender shall have the right upon any such public sale or sales and, to the extent permitted by law, upon any such private sale or sales, to purchase for the benefit of Agent and Lenders, the whole or any part of said Collateral so sold. The Secured Party shall pay over the net proceeds , free of any right or equity of redemption, which equity of redemption each Grantor hereby releases. Such sales may be adjourned and continued from time to time with or without notice. Agent shall have the right to conduct such collection, recovery, receipt, appropriation, realization sales on each Grantor’s premises or sale, after deducting all reasonable costs elsewhere and expenses incurred therein shall have the right to use each Grantor’s premises without charge for such time or incidental to the care, safekeeping times as Agent deems necessary or otherwise of any or all of the Collateral or in any way relating to the rights of the Secured Party hereunder, for application on an equal basis to the payment in whole or in part of the Secured Obligations, and only after such net proceeds need the Secured Party account for the surplus, if any, to IXC. IXC agrees that neither Secured Party needs to give more than thirty (30) days' notice (which notification shall be deemed given when mailed, postage prepaid, addressed to IXC at its address provided pursuant to this Security Agreement) of the time and place of any public sale may take place and that such notice is reasonable notification of such matters. The Secured Party's exercise of the foregoing rights and remedies is subject to the provisions of Section 2.2 and any transferee (including the Secured Party) of any of the Collateral must agree to be bound by such provisionsadvisable.

REMEDIES; RIGHTS UPON DEFAULT. If any Default shall occur (a) Subject to the rights of the Working Capital Agent under the Working Capital Loan Documents and be continuingthe Intercreditor Agreement referred to in Section 25, the Secured Party may exercise (in addition to all other rights and remedies granted to it in under this Security Agreement) after thirty , the Indenture, the other Indenture Documents and under any other instrument or agreement securing, evidencing or relating to any of the Obligations, if any Note Event of Default shall have occurred and be continuing, Trustee may exercise all rights and remedies of a secured party under the Code. Without limiting the generality of the foregoing, each Grantor expressly agrees that in any such event Trustee, without demand of performance or other demand, advertisement or notice of any kind (30) days notice to IXC (and except the notice specified below of time and place of public or private sale) to or upon such Grantor or any other Person (all and each of which demands, advertisements and notices are hereby expressly waived to the maximum extent permitted by the Code and other applicable law), may forthwith enter upon the premises of each Grantor where any Collateral is located through self-help, without judicial process, without first obtaining a final judgment or giving any Grantor or any other Person notice and opportunity for a hearing on Trustee’s claim or action and may collect, receive, assemble, process, appropriate and realize upon the Collateral Collateral, or any part thereof, and/or and may forthwith sell, lease, license, assign, give an option or options to purchase, or sell or otherwise dispose of and deliver said Collateral (or contract to do so), as the case may be, or any part thereof, in one or more parcels at a public or private sale or sales, at any exchange broker's board or at the Secured Party's offices or elsewhere at such prices as it may deem best (subject to Section 2.2 and the last sentence of this Section 5)acceptable, for cash or on credit or for future delivery without assumption of any credit risk. The Trustee or any other Secured Party shall have the right upon any such public sale or sales and, to the extent permitted by law, upon any such private sale or sales, to purchase for the benefit of Trustee and the other Secured Parties, the whole or any part of said Collateral so sold, free of any right or equity of redemption, which equity of redemption Grantors hereby release to the extent not prohibited by the Code. The Such sales may be adjourned and continued from time to time with or without notice. Trustee shall have the right to conduct such sales on any Grantor’s premises or elsewhere and shall have the right to use Grantors’ premises without charge for such time or times as Trustee deems necessary or advisable. If any Note Event of Default shall have occurred and be continuing, each Grantor further agrees, at Trustee’s request, to assemble its Collateral and make it available to Trustee at a place or places designated by Trustee which are reasonably convenient to Trustee and Grantors, whether at Grantors’ premises or elsewhere. Until Trustee is able to effect a sale, lease, or other disposition of Collateral, Trustee shall have the right to hold or use Collateral, or any part thereof; to the extent that it deems appropriate for the purpose of preserving Collateral or its value or for any other purpose deemed appropriate by Trustee. During the continuance of a Note Event of Default, each Grantor shall permit the Trustee or any of its agents or designees to access and use such Grantor’s property, plant and equipment to process Inventory, and each Grantor shall use its best efforts to cause each party (other than labor unions unless such unions have any rights under their security documents to interfere with such access) with security interests in such property, plant or equipment (other than the continuous caster currently pledged to the PBGC) to provide its consent for such access. Trustee may, if it so elects, seek the appointment of a receiver or keeper to take possession of Collateral and to enforce any of Trustee’s remedies (for the benefit of Trustee and the other Secured Party Parties), with respect to such appointment without prior notice or hearing as to such appointment. Trustee shall pay over apply the net proceeds of any such collection, recovery, receipt, appropriation, realization or sale, after deducting all reasonable costs and expenses incurred therein or incidental sale to the careObligations as provided in the Indenture and the Intercreditor Agreement, safekeeping or otherwise of any or all of the Collateral or described in any way relating to the rights of the Secured Party hereunder, for application on an equal basis to the payment in whole or in part of the Secured ObligationsSection 25, and only after so paying over such net proceeds proceeds, and after the payment by Trustee of any other amount required by any provision of law, need the Secured Party Trustee account for the surplus, if any, to IXCGrantors. IXC To the maximum extent permitted by applicable law, each Grantor waives all claims, damages, and demands against Trustee or any other Secured Party arising out of the repossession, retention or sale of the Collateral except such as arise solely out of the gross negligence or willful misconduct of Trustee or such other Secured Party (or their respective employees, agents or representatives) as finally determined by a court of competent jurisdiction. Each Grantor agrees that neither Secured Party needs to give more than thirty ten (3010) days' ’ prior notice (which notification shall be deemed given when mailed, postage prepaid, addressed to IXC at its address provided pursuant to this Security Agreement) by Trustee of the time and place of any public sale or of the time after which a private sale may take place and that such notice is reasonable notification of such matters. The Secured Party's exercise of Each Grantor shall remain liable for any deficiency if the foregoing rights and remedies is subject to the provisions of Section 2.2 and any transferee (including the Secured Party) proceeds of any sale or disposition of the Collateral must agree are insufficient to be bound pay all Obligations, including any reasonable attorneys’ fees and other reasonable expenses incurred by Trustee or any other Secured Party to collect such provisionsdeficiency.

REMEDIES; RIGHTS UPON DEFAULT. If any Default shall occur and be continuing, the Secured Party may exercise (in a) In addition to all other rights and remedies granted to it in under this Security Agreement) after thirty , the Indenture, the other Security Documents and under any other instrument or agreement securing, evidencing or relating to any of the Obligations, if any Event of Default shall have occurred and be continuing, Agent may exercise all rights and remedies of a secured party under the UCC. Without limiting the generality of the foregoing, each Grantor expressly agrees that in any such event Agent, without demand of performance or other demand, advertisement or notice of any kind (30) days notice to IXC (and except the notice specified below of time and place of public or private sale) to or upon such Grantor or any other Person (all and each of which demands, advertisements and notices are hereby expressly waived to the maximum extent permitted by the UCC and other applicable law), may forthwith enter upon the premises of such Grantor where any Collateral is located through self-help, without judicial process, without first obtaining a final judgment or giving such Grantor or any other Person notice and opportunity for a hearing on Agent’s claim or action and may collect, receive, assemble, process, appropriate and realize upon the Collateral Collateral, or any part thereof, and/or and may forthwith sell, lease, license, assign, give an option or options to purchase, or sell or otherwise dispose of and deliver said Collateral (or contract to do so), as the case may be, or any part thereof, in one or more parcels at a public or private sale or sales, at any exchange broker's board or at the Secured Party's offices or elsewhere at such prices as it may deem best (subject to Section 2.2 and the last sentence of this Section 5)acceptable, for cash or on credit or for future delivery without assumption of any credit risk. The Secured Party Agent, the Trustee or any Holder shall have the right upon any such public sale or sales and, to the extent permitted by law, upon any such private sale or sales, to purchase for the benefit of Agent, the Trustee and Holders, the whole or any part of said Collateral so sold. The Secured Party shall pay over the net proceeds , free of any right or equity of redemption, which equity of redemption each Grantor hereby releases. Such sales may be adjourned and continued from time to time with or without notice. Agent shall have the right to conduct such collection, recovery, receipt, appropriation, realization sales on the Grantors’ premises or sale, after deducting all reasonable costs elsewhere and expenses incurred therein shall have the right to use the Grantors’ premises without charge for such time or incidental to the care, safekeeping times as Agent deems necessary or otherwise of any or all of the Collateral or in any way relating to the rights of the Secured Party hereunder, for application on an equal basis to the payment in whole or in part of the Secured Obligations, and only after such net proceeds need the Secured Party account for the surplus, if any, to IXC. IXC agrees that neither Secured Party needs to give more than thirty (30) days' notice (which notification shall be deemed given when mailed, postage prepaid, addressed to IXC at its address provided pursuant to this Security Agreement) of the time and place of any public sale may take place and that such notice is reasonable notification of such matters. The Secured Party's exercise of the foregoing rights and remedies is subject to the provisions of Section 2.2 and any transferee (including the Secured Party) of any of the Collateral must agree to be bound by such provisionsadvisable.

REMEDIES; RIGHTS UPON DEFAULT. If any Default shall occur and be continuing, the Secured Party may exercise (in a) In addition to all other rights and remedies granted to it in under this Security Agreement) after thirty , the Loan Agreement, the other Loan Documents and under any other instrument or agreement securing, evidencing or relating to any of the Obligations, and subject to the terms of the Intercreditor Agreement, if any Event of Default shall have occurred and be continuing, Agent may exercise all rights and remedies of a secured party under the UCC. Without limiting the generality of the foregoing, each Grantor expressly agrees that in any such event Agent, without demand of performance or other demand, advertisement or notice of any kind (30) days notice to IXC (and except the notice specified below of time and place of public or private sale) to or upon such Grantor or any other Person (all and each of which demands, advertisements and notices are hereby expressly waived to the maximum extent permitted by the UCC and other applicable law), may forthwith enter upon the premises of such Grantor where any Collateral or Equipment is located through self-help, without judicial process, without first obtaining a final judgment or giving such Grantor or any other Person notice and opportunity for a hearing on Agent's claim or action and may collect, receive, assemble, process, appropriate and realize upon the Collateral and Equipment, or any part thereof, and/or and may forthwith sell, lease, assign, give an option or options to purchase, or sell or otherwise dispose of and deliver said Collateral or Equipment (or contract to do so), as the case may be, or any part thereof, in one or more parcels at a public or private sale or sales, at any exchange broker's board or at the Secured Party's offices or elsewhere at such prices as it may deem best (subject to Section 2.2 and the last sentence of this Section 5)acceptable, for cash or on credit or for future delivery without assumption of any credit risk. The Secured Party Agent or any Lender shall have the right upon any such public sale or sales and, to the extent permitted by law, upon any such private sale or sales, to purchase for the benefit of Agent and Lenders, the whole or any part of said Collateral or Equipment so sold. The Secured Party shall pay over the net proceeds , free of any right or equity of redemption, which equity of redemption each Grantor hereby releases. Such sales may be adjourned and continued from time to time with or without notice. Agent shall have the right to conduct such collection, recovery, receipt, appropriation, realization sales on any Grantor's premises or sale, after deducting all reasonable costs elsewhere and expenses incurred therein shall have the right to use any Grantor's premises without charge for such time or incidental to the care, safekeeping times as Agent deems necessary or otherwise of any or all of the Collateral or in any way relating to the rights of the Secured Party hereunder, for application on an equal basis to the payment in whole or in part of the Secured Obligations, and only after such net proceeds need the Secured Party account for the surplus, if any, to IXC. IXC agrees that neither Secured Party needs to give more than thirty (30) days' notice (which notification shall be deemed given when mailed, postage prepaid, addressed to IXC at its address provided pursuant to this Security Agreement) of the time and place of any public sale may take place and that such notice is reasonable notification of such matters. The Secured Party's exercise of the foregoing rights and remedies is subject to the provisions of Section 2.2 and any transferee (including the Secured Party) of any of the Collateral must agree to be bound by such provisionsadvisable.

REMEDIES; RIGHTS UPON DEFAULT. If any Default shall occur and be continuing, the Secured Party may exercise (in a) In addition to all other rights and remedies granted to it in under this Security Agreement) after thirty , the Indenture, the other Indenture Documents and under any other instrument or agreement securing, evidencing or relating to any of the Secured Obligations or pursuant to any other applicable law, if any Event of Default shall have occurred and be continuing, subject to any Applicable Intercreditor Agreement, the Notes Collateral Agent may, but shall not be required to, exercise all rights and remedies of a secured party under the UCC. Without limiting the generality of the foregoing, each Grantor expressly agrees that, if any Event of Default shall have occurred and be continuing, subject to any Applicable Intercreditor Agreement, the Notes Collateral Agent, without demand of performance or other demand, advertisement or notice of any kind (30) days notice to IXC (and except the notice specified below of time and place of public or private sale) to or upon such Grantor or any other Person (all and each of which demands, advertisements and notices are hereby expressly waived to the maximum extent permitted by the UCC and other applicable law), may forthwith enter upon the premises of such Grantor where any Collateral is located through self-help, without judicial process, without first obtaining a final judgment or giving such Grantor or any other Person notice and opportunity for a hearing on the Notes Collateral Agent’s claim or action and may collect, receive, assemble, process, appropriate and realize upon the Collateral Collateral, or any part thereof, and/or and may forthwith sell, lease, license, assign, give an option or options to purchase, or sell or otherwise dispose of and deliver said Collateral (or contract to do so), as the case may be, or any part thereof, in one or more parcels at a public or private sale or sales, at any exchange broker's board or at the Secured Party's offices or elsewhere at such prices as it may deem best (subject to Section 2.2 and the last sentence of this Section 5)acceptable, for cash or on credit or for future delivery without assumption of any credit risk. The If any Collateral is sold on terms other than payment in full at the time of sale, no credit shall be given against the Indenture Obligations until the Notes Collateral Agent or the other Notes Secured Party Parties receive payment, and if the buyer defaults in payment, subject to any Applicable Intercreditor Agreement, the Notes Collateral Agent may resell the Collateral without further notice to any Grantor. Subject to any Applicable Intercreditor Agreement, the Notes Collateral Agent or any of the other Notes Secured Parties shall have the right upon any such public sale or sales and, to the extent permitted by law, upon any such private sale or sales, to purchase for the benefit of the Notes Collateral Agent and the other Notes Secured Parties, the whole or any part of said Collateral so sold. The Secured Party shall pay over the net proceeds , free of any right or equity of redemption, which equity of redemption each Grantor hereby releases. Subject to any Applicable Intercreditor Agreement, such collectionsales may be adjourned and continued from time to time with or without notice. Subject to any Applicable Intercreditor Agreement, recovery, receipt, appropriation, realization or sale, after deducting all reasonable costs and expenses incurred therein or incidental the Notes Collateral Agent shall have the right to the care, safekeeping or otherwise conduct such sales on premises of any Grantor or all of elsewhere and shall have the right to use any Grantor’s premises without charge for such time or times as the Notes Collateral Agent deems necessary or in any way relating to the rights of the Secured Party hereunder, for application on an equal basis to the payment in whole or in part of the Secured Obligations, and only after such net proceeds need the Secured Party account for the surplus, if any, to IXC. IXC agrees that neither Secured Party needs to give more than thirty (30) days' notice (which notification shall be deemed given when mailed, postage prepaid, addressed to IXC at its address provided pursuant to this Security Agreement) of the time and place of any public sale may take place and that such notice is reasonable notification of such matters. The Secured Party's exercise of the foregoing rights and remedies is subject to the provisions of Section 2.2 and any transferee (including the Secured Party) of any of the Collateral must agree to be bound by such provisionsadvisable.

REMEDIES; RIGHTS UPON DEFAULT. If any Default shall occur and be continuing, the Secured Party may exercise (in a) In addition to all other rights and remedies granted to it under this Agreement, the Credit Agreement, the other Secured Documents and under any other instrument or agreement securing, evidencing or relating to any of the Secured Obligations, if any Event of Default shall have occurred and be continuing, Agent may, upon receipt of an Act of Required Secured Parties, for the benefit of Secured Parties exercise all rights and remedies of a secured party in this Security Agreement) after thirty respect of the Collateral under the Code as enacted in any such jurisdiction in effect at that time. Without limiting the generality of the foregoing, each Grantor expressly agrees that in any such event Agent, without demand of performance or other demand, advertisement or notice of any kind (30) days except such notice to IXC (as may be specifically required by law and the notice specified below of time and place of public or private sale) to or upon any Grantor or any other Person (all and each of which demands, advertisements and notices are hereby expressly waived to the maximum extent permitted by the Code and other applicable law), may forthwith (personally or through its agents or attorneys) enter upon the premises where any Collateral is located, without any obligation to pay rent, through self-help or otherwise, and may take possession of, collect, receive, appropriate assemble, process, appropriate, remove and realize upon the Collateral Collateral, or any part thereof, and/or and may forthwith sell, lease, license, assign, give an option or options to purchase, or sell otherwise dispose of and deliver said Collateral (or contract to do so), as the case may be, or any part thereof, in one or more parcels at a public or private sale or sales, at any exchange broker's board or at the Secured Party's offices or elsewhere at such prices as it may deem best (subject to Section 2.2 and the last sentence of this Section 5)acceptable, for cash or on credit or for future delivery without assumption of any credit risk. The To facilitate the foregoing, Agent shall have the right to use each Grantor’s books and records, to obtain access to each Grantor’s data processing equipment, computer hardware and software and the information contained therein in any manner which Agent deems appropriate. Agent or any Secured Party Parties shall have the right upon any such public sale or sales and, to the extent permitted by law, upon any such private sale or sales, to purchase for the benefit of Agent and Secured Parties, the whole or any part of said Collateral so sold. The Secured Party shall pay over the net proceeds , free of any right or equity of redemption, which equity of redemption each Grantor hereby releases. Such sales may be adjourned and continued from time to time or times as Agent deems necessary or advisable with or without notice. Agent shall have the right to conduct such collection, recovery, receipt, appropriation, realization sales on each Grantor’s premises or sale, after deducting all reasonable costs at its offices or elsewhere as permitted by applicable law and expenses incurred therein shall have the right to use each Grantor’s premises without charge for such time or incidental to the care, safekeeping times as Agent deems necessary or otherwise of any or all of advisable. Unless the Collateral is perishable or threatens to decline speedily in any way relating to the rights value or is of the Secured Party hereundera type customarily sold on a recognized market, for application on an equal basis to the payment in whole or in part of the Secured Obligations, and only after such net proceeds need the Secured Party account for the surplus, if any, to IXC. IXC agrees that neither Secured Party needs to Agent will give more than thirty (30) days' each Grantor reasonable notice (which notification shall be deemed given when mailed, postage prepaid, addressed to IXC at its address provided pursuant to this Security Agreement) of the time and place of any public sale may take place and that such notice thereof or of the time on or after which any private sale thereof is reasonable notification of such mattersto be made. The Secured Party's exercise requirement of the foregoing rights and remedies is subject to the provisions of Section 2.2 and any transferee (including the Secured Party) of any of the Collateral must agree to reasonable notice conclusively shall be bound by met if such provisions.confidential confidential

REMEDIES; RIGHTS UPON DEFAULT. (a) If any Event of Default shall occur have occurred and be continuing, the Secured Party Agent may exercise (in addition to all other rights and remedies granted to it in under this Supplemental Security Agreement) after thirty , the Credit Agreement, the other Loan Documents and under any other instrument or agreement securing, evidencing or relating to any of the Obligations, all rights and remedies of a secured party under the Code. Without limiting the generality of the foregoing, each Grantor expressly agrees that in any such event Agent, without demand of performance or other demand, advertisement or notice of any kind (30) days notice to IXC (and except the notice specified below of time and place of public or private sale) to or upon any Grantor or any other Person (all and each of which demands, advertisements and notices are hereby expressly waived to the maximum extent permitted by the Code and other applicable law), may forthwith enter upon the premises of each Grantor where any Collateral is located through self-help, without judicial process, without first obtaining a final judgment or giving any Grantor or any other Person notice and opportunity for a hearing on Agent's claim or action (on behalf of Agent and Lenders), and may collect, receive, assemble, process, appropriate and realize upon the Collateral Collateral, or any part thereof, and/or and may forthwith sell, lease, assign, give an option or options to purchase, or sell or otherwise dispose of and deliver said Collateral (or contract to do so), as the case may be, or any part thereof, in one or more parcels at a public or private sale or sales, at any exchange broker's board or at the Secured Party's offices or elsewhere at such prices as it may deem best (subject to Section 2.2 and the last sentence of this Section 5)acceptable, for cash or on credit or for future delivery without assumption of any credit risk. The Secured Party Agent or any Lender shall have the right upon any such public sale or sales and, to the extent permitted by law, upon any such private sale or sales, to purchase for the benefit of Agent or any Lenders, the whole or any part of said Collateral so sold, free of any right or equity of redemption, which equity of redemption each Grantor hereby releases. The Secured Party Such sales may be adjourned and continued from time to time with or without notice. Agent shall pay over have the right to conduct such sales on each Grantor's premises or elsewhere and shall have the right to use each Grantor's premises without charge for such time or times as Agent deems necessary or advisable. Each Grantor further agrees, if any Event of Default shall have occurred and be continuing, at Agent's request, to assemble the Collateral and make it available to Agent, for the benefit of Agent and Lenders, at places which Agent shall select, whether at such Grantor's premises or elsewhere. Until Agent is able to effect a sale, lease, or other disposition of Collateral, Agent shall have the right to use Collateral, or any part thereof, to the extent that it deems appropriate for the purpose of preserving Collateral or its value or for any other purpose deemed appropriate by Agent. Agent shall have no obligation to any Grantor to maintain or preserve the rights of such Grantor as against third parties with respect to Collateral while Collateral is in the possession of Agent. Agent may, if it so elects, seek the appointment of a receiver or keeper to take possession of Collateral and to enforce any of Agent's remedies (for the benefit of Agent and Lenders), with respect to such appointment without prior notice or hearing. Agent shall apply the net proceeds of any such collection, recovery, receipt, appropriation, realization or sale, after deducting all reasonable costs and expenses incurred therein or incidental sale to the care, safekeeping or otherwise of any or all Obligations as provided in Section 1.11 of the Collateral or in any way relating to the rights of the Secured Party hereunder, for application on an equal basis to the payment in whole or in part of the Secured ObligationsCredit Agreement, and only after ------------ so paying over such net proceeds proceeds, and after the payment by Agent of any other amount required by any provision of law, including Section 9-504(l)(c) of the ------------------- Code (but only after Agent has received what it considers reasonable proof of a subordinate party's security interest), need the Secured Party Agent account for the surplus, if any, to IXCany Grantor. IXC To the maximum extent permitted by applicable law, each Grantor waives all claims, damages, and demands against Agent or any Lender arising out of the repossession, retention or sale of the Collateral except such as arise solely out of the gross negligence or willful misconduct of Agent or such Lender as finally determined by a court of competent jurisdiction. Each Grantor agrees that neither Secured Party needs to give more than thirty ten (3010) days' days prior notice (which notification shall be deemed given when mailed, postage prepaid, addressed to IXC at its address provided pursuant to this Security Agreement) by Agent of the time and place of any public sale or of the time after which a private sale may take place and that such notice is reasonable notification of such matters. The Secured Party's exercise of Each Grantor shall remain liable for any deficiency if the foregoing rights and remedies is subject to the provisions of Section 2.2 and any transferee (including the Secured Party) proceeds of any sale or disposition of the Collateral must agree are insufficient to be bound pay all amounts to which Agent, for itself and the ratable benefit of Lenders, is entitled, each Grantor also being liable for any attorneys' fees incurred by Agent or any Lender to collect such provisionsdeficiency.

REMEDIES; RIGHTS UPON DEFAULT. If any Default shall occur (a) Subject to the terms of the Intercreditor Agreements and be continuingthe Guaranty, the Secured Party may exercise (in addition to all other rights and remedies granted to it in under this Security Agreement) , the Guaranty, the Transaction Documents and under any other instrument or agreement securing, evidencing or relating to any of the Guaranteed Obligations, if any Termination Event shall have occurred and is continuing, after thirty (30) days written notice to IXC Grantors, and subject to the terms of the Intercreditor Agreements, Collateral Agent may exercise all rights and remedies of a secured party under the UCC. Without limiting the generality of the foregoing, but subject to the terms of the Intercreditor Agreements and the Guaranty and such notice, to the extent permitted by law, each Grantor expressly agrees that in any such event Collateral Agent, without demand of performance or other demand, advertisement or notice of any kind (and except the notice specified below of time and place of public or private sale) to or upon such Grantor or any other Person (all and each of which demands, advertisements and notices are hereby expressly waived to the maximum extent permitted by the UCC and other applicable law), may forthwith enter upon the premises of such Grantor where any Collateral is located through self-help, without judicial process, without first obtaining a final judgment or giving such Grantor or any other Person notice and opportunity for a hearing on Collateral Agent’s claim or action and may collect, receive, assemble, process, appropriate and realize upon the Collateral Collateral, or any part thereof, and/or and may forthwith sell, lease, license, assign, give an option or options to purchase, or sell or otherwise dispose of and deliver said Collateral (or contract to do so), as the case may be, or any part thereof, in one or more parcels at a public or private sale or sales, at any exchange broker's board or at the Secured Party's offices or elsewhere at such prices as it may deem best (subject to Section 2.2 and the last sentence of this Section 5)acceptable, for cash or on credit or for future delivery without assumption of any credit risk. The Subject to the terms of the Intercreditor Agreements, the Guaranty and after such notice, Collateral Agent or any Secured Party shall have the right upon any such public sale or sales and, to the extent permitted by law, upon any such private sale or sales, to purchase for the benefit of Collateral Agent and Secured Parties, the whole or any part of said Collateral so sold, free of any right or equity of redemption, which equity of redemption each Grantor hereby waives and releases. The Such sales may be adjourned and continued from time to time with or without notice. Collateral Agent shall have the right to conduct such sales on any Grantor’s premises or elsewhere and shall have the right to use any Grantor’s premises without charge for such time or times as Collateral Agent deems necessary or advisable. Subject to the terms of the Intercreditor Agreements and the Guaranty, if any Termination Event shall have occurred and is continuing, each Grantor further agrees, after such notice, at Collateral Agent’s request, to assemble the Collateral and make it available to Collateral Agent at a place or places designated by Collateral Agent which are reasonably convenient to Collateral Agent and such Grantor, whether at such Grantor’s premises or elsewhere. Subject to the terms of the Intercreditor Agreements, after such notice, until Collateral Agent is able to effect a sale, lease, or other disposition of Collateral, Collateral Agent shall have the right to hold or use Collateral, or any part thereof, to the extent that it deems appropriate for the purpose of preserving Collateral or its value or for any other purpose deemed appropriate by Collateral Agent. Collateral Agent shall have no obligation to any Grantor to maintain or preserve the rights of such Grantor as against third parties with respect to Collateral while Collateral is in the possession of Collateral Agent. Subject to the terms of the Intercreditor Agreements, Collateral Agent may, if it so elects, seek the appointment of a receiver or keeper to take possession of Collateral and to enforce any of Collateral Agent’s remedies (for the benefit of Collateral Agent and Secured Party Parties), with respect to such appointment without prior notice or hearing as to such appointment. Collateral Agent shall pay over apply the net proceeds of any such collection, recovery, receipt, appropriation, realization or sale, after deducting all reasonable costs and expenses incurred therein or incidental sale to the care, safekeeping or otherwise of any or all of Guaranteed Obligations as provided in the Collateral or in any way relating to the rights of the Secured Party hereunder, for application on an equal basis to the payment in whole or in part of the Secured ObligationsReceivables Financing Agreement, and only after so paying over such net proceeds proceeds, and after the payment by Collateral Agent of any other amount required by any provision of law, need the Secured Party Collateral Agent account for the surplus, if any, to IXCany Grantor. IXC To the maximum extent permitted by applicable law, each Grantor waives all claims, damages, and demands against Collateral Agent or any Secured Party arising out of the repossession, retention or sale of the Collateral except such as arise solely out of the gross negligence or willful misconduct of Collateral Agent or such Secured Party as finally determined by a court of competent jurisdiction. Each Grantor agrees that neither Secured Party needs to give more than thirty ten (3010) days' days prior notice (which notification shall be deemed given when mailed, postage prepaid, addressed to IXC at its address provided pursuant to this Security Agreement) by Collateral Agent of the time and place of any public sale or of the time after which a private sale may take place and that such notice is reasonable notification of such matters. The Secured Party's exercise of Grantors shall remain liable for any deficiency if the foregoing rights and remedies is subject to the provisions of Section 2.2 and any transferee (including the Secured Party) proceeds of any sale or disposition of the Collateral must agree are insufficient to be bound pay all Guaranteed Obligations, including any attorneys’ fees and other expenses incurred by Collateral Agent or any Secured Party to collect such provisionsdeficiency.

REMEDIES; RIGHTS UPON DEFAULT. If any Default shall occur and be continuing, the Secured Party may exercise (in a) In addition to all other rights and remedies granted to it in under this Security Agreement) after thirty , the Credit Agreement, the other Loan Documents and under any other instrument or agreement securing, evidencing or relating to any of the Grantor Obligations, if any Event of Default shall have occurred and be continuing, the Agent may exercise all rights and remedies of a secured party under the PPSA. Without limiting the generality of the foregoing, the Grantor expressly agrees that if any Event of Default have occurred and be continuing, the Agent, without demand of performance or other demand, advertisement or notice of any kind (30) days notice to IXC (and except the notice specified below of time and place of public or private sale) to or upon the Grantor or any other Person (all and each of which demands, advertisements and notices are hereby expressly waived to the maximum extent permitted by the PPSA and other applicable law), may forthwith enter upon the premises of the Grantor where any Collateral is located through self help, without judicial process, without first obtaining a final judgment or giving the Grantor or any other Person notice and opportunity for a hearing on the Agent’s claim or action and may collect, receive, assemble, process, appropriate and realize upon the Collateral Collateral, or any part thereof, and/or and may forthwith sell, lease, assign, give an option or options to purchase, or sell or otherwise dispose of and deliver said Collateral (or contract to do so), as the case may be, or any part thereof, in one or more parcels at a public or private sale or sales, at any exchange broker's board or at the Secured Party's offices or elsewhere at such prices as it may deem best (subject to Section 2.2 and the last sentence of this Section 5)acceptable, for cash or on credit or for future delivery without assumption of any credit risk. The Agent or any Secured Party shall have the right upon any such public sale or sales and, to the extent permitted by law, upon any such private sale or sales, to purchase for the benefit of the Secured Parties, the whole or any part of said Collateral so sold. The Secured Party shall pay over the net proceeds , free of any such collectionright or equity of redemption, recovery, receipt, appropriation, realization which equity of redemption the Grantor hereby releases. Such sales may be adjourned and continued from time to time with or sale, after deducting all reasonable costs and expenses incurred therein or incidental without notice. Subject to the care, safekeeping or otherwise of any or all terms of the Collateral Intercreditor Agreement, the Agent shall have the right to conduct such sales on the Grantor’s premises or elsewhere and, in any way relating connection with such sales, shall have the right to use the rights of Grantor’s premises without charge for such time or times as the Secured Party hereunder, for application on an equal basis to the payment in whole Agent deems necessary or in part of the Secured Obligations, and only after such net proceeds need the Secured Party account for the surplus, if any, to IXC. IXC agrees that neither Secured Party needs to give more than thirty (30) days' notice (which notification shall be deemed given when mailed, postage prepaid, addressed to IXC at its address provided pursuant to this Security Agreement) of the time and place of any public sale may take place and that such notice is reasonable notification of such matters. The Secured Party's exercise of the foregoing rights and remedies is subject to the provisions of Section 2.2 and any transferee (including the Secured Party) of any of the Collateral must agree to be bound by such provisionsadvisable.

REMEDIES; RIGHTS UPON DEFAULT. If any Default shall occur and be continuing, the Secured Party may exercise (in 1) In addition to all other rights and remedies granted to it under this Agreement, the other Loan Documents and under any other instrument or agreement securing, evidencing or relating to any of the Obligations, if any Event of Default shall have occurred and be continuing, Agent may exercise all rights and remedies of a secured party under the UCC. Without limiting the generality of the foregoing, Borrower expressly agrees that in this Security Agreement) after thirty any such event Agent, without demand of performance or other demand, advertisement or notice of any kind (30) days notice to IXC (and except the notice specified below of time and place of public or private sale) to or upon any Borrower or any other Person (all and each of which demands, advertisements and notices are hereby expressly waived to the maximum extent permitted by the UCC and other applicable law), may forthwith enter upon the premises of any Borrower where any Collateral is located through self-help, without judicial process, without first obtaining a final judgment or giving any Borrower or any other Person notice (except to the extent ordered by the Bankruptcy Court) and opportunity for a hearing on Agent's claim or action and may collect, receive, assemble, process, appropriate and realize upon the Collateral Collateral, or any part thereof, and/or and may forthwith sell, lease, assign, give an option or options to purchase, or sell or otherwise dispose of and deliver said Collateral (or contract to do so), as the case may be, or any part thereof, in one or more parcels at a public or private sale or sales, at any exchange broker's board or at the Secured Party's offices or elsewhere at such prices as it may deem best (subject to Section 2.2 and the last sentence of this Section 5)acceptable, for cash or on credit or for future delivery without assumption of any credit risk. The Secured Party Agent or any Lender shall have the right upon any such public sale or sales and, to the extent permitted by law, upon any such private sale or sales, to purchase for the benefit of Agent and Lenders, the whole or any part of said Collateral so sold. The Secured Party shall pay over the net proceeds , free of any right or equity of redemption, which equity of redemption Borrowers hereby release. Such sales may be adjourned and continued from time to time with or without notice. Agent shall have the right to conduct such collection, recovery, receipt, appropriation, realization sales on any Borrower's premises or sale, after deducting all reasonable costs elsewhere and expenses incurred therein shall have the right to use any Borrower's premises without charge for such time or incidental to the care, safekeeping times as Agent deems necessary or otherwise of any or all of the Collateral or in any way relating to the rights of the Secured Party hereunder, for application on an equal basis to the payment in whole or in part of the Secured Obligations, and only after such net proceeds need the Secured Party account for the surplus, if any, to IXC. IXC agrees that neither Secured Party needs to give more than thirty (30) days' notice (which notification shall be deemed given when mailed, postage prepaid, addressed to IXC at its address provided pursuant to this Security Agreement) of the time and place of any public sale may take place and that such notice is reasonable notification of such matters. The Secured Party's exercise of the foregoing rights and remedies is subject to the provisions of Section 2.2 and any transferee (including the Secured Party) of any of the Collateral must agree to be bound by such provisionsadvisable.

REMEDIES; RIGHTS UPON DEFAULT. If any Default shall occur and be continuing, the Secured Party may exercise (in a) In addition to all other rights and remedies granted to it in under this Security Agreement, the Unit Notes, the Subscription Agreements and under any other instrument or agreement securing, evidencing or relating to any of the Secured Obligations, if any Event of Default shall have occurred and be continuing, the Collateral Agent may (or, if so directed by the Required Holders, shall) after thirty exercise all rights and remedies of a secured party under the Code. Without limiting the generality of the foregoing, the Company expressly agrees that in any such event the Collateral Agent, without demand of performance or other demand, advertisement or notice of any kind (30) days notice to IXC (and except the notice specified below of time and place of public or private sale) to or upon the Company or any other Person (all and each of which demands, advertisements and notices are hereby expressly waived to the maximum extent permitted by the Code and other applicable law), may forthwith enter upon the premises of the Company where any Collateral is located through self-help, without judicial process, without first obtaining a final judgment or giving the Company or any other Person notice and opportunity for a hearing on the Collateral Agent’s claim or action and may collect, receive, assemble, process, appropriate and realize upon the Collateral Collateral, or any part thereof, and/or and may forthwith sell, lease, license, assign, give an option or options to purchase, or sell or otherwise dispose of and deliver said Collateral (or contract to do so), as the case may be, or any part thereof, in one or more parcels at a public or private sale or sales, at any exchange broker's board or at the Secured Party's offices or elsewhere at such prices as it may deem best (subject to Section 2.2 and the last sentence of this Section 5)acceptable, for cash or on credit or for future delivery without assumption of any credit risk. The Collateral Agent or any other Secured Party shall have the right upon any such public sale or sales and, to the extent permitted by law, upon any such private sale or sales, to purchase for the benefit of the Collateral Agent and the other Secured Parties, the whole or any part of said Collateral so sold, free of any right or equity of redemption, which equity of redemption the Company hereby releases. Such sales may be adjourned and continued from time to time with or without notice. The Collateral Agent shall have the right to conduct such sales on the Company’s premises or elsewhere and shall have the right to use the Company’s premises without charge for such time or times as the Collateral Agent deems necessary or advisable. If any Event of Default shall have occurred and be continuing, the Company further agrees, at the Collateral Agent’s request, to assemble the Collateral and make it available to the Collateral Agent at a place or places designated by the Collateral Agent which are reasonably convenient to the Collateral Agent and the Company, whether at the Company’s premises or elsewhere. Until the Collateral Agent is able to effect a sale, lease, or other disposition of Collateral, the Collateral Agent shall have the right to hold or use Collateral, or any part thereof, to the extent that it deems appropriate for the purpose of preserving Collateral or its value or for any other purpose deemed appropriate by the Collateral Agent. The Collateral Agent shall have no obligation to the Company to maintain or preserve the rights of the Company as against third parties with respect to Collateral while Collateral is in the possession of the Collateral Agent. The Collateral Agent may, if it so elects, seek the appointment of a receiver or keeper to take possession of Collateral and to enforce any of the Collateral Agent’s remedies (for the benefit of the Collateral Agent and the other Secured Party Parties), with respect to such appointment without prior notice or hearing as to such appointment. The Collateral Agent shall pay over apply the net proceeds of any such collection, recovery, receipt, appropriation, realization or sale, after deducting all reasonable costs and expenses incurred therein or incidental sale to the care, safekeeping or otherwise of any or all of Secured Obligations as provided in the Collateral or in any way relating to the rights of the Secured Party hereunder, for application on an equal basis to the payment in whole or in part of the Secured ObligationsNote Documents, and only after so paying over such net proceeds proceeds, and after the payment by the Collateral Agent of any other amount required by any provision of law, need the Secured Party Collateral Agent account for the surplus, if any, to IXCthe Company. IXC To the maximum extent permitted by applicable law, the Company waives all claims, damages, and demands against the Collateral Agent or any other Secured Party arising out of the repossession, retention or sale of the Collateral except such as arise solely out of the gross negligence or willful misconduct of the Collateral Agent or such other Secured Party as finally determined by a court of competent jurisdiction. The Company agrees that neither Secured Party needs to give more than thirty ten (3010) days' days prior notice (which notification shall be deemed given when mailed, postage prepaid, addressed to IXC at its address provided pursuant to this Security Agreement) by the Collateral Agent of the time and place of any public sale or of the time after which a private sale may take place and that such notice is reasonable notification of such matters. The Secured Party's exercise of Company shall remain liable for any deficiency if the foregoing rights and remedies is subject to the provisions of Section 2.2 and any transferee (including the Secured Party) proceeds of any sale or disposition of the Collateral must agree are insufficient to be bound pay all Secured Obligations, including any attorneys’ fees and other expenses incurred by the Collateral Agent or any other Secured Party to collect such provisionsdeficiency.