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INTELLECTUAL PROPERTY SECURITY AGREEMENT

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Sectors: Telecommunications
Governing Law: New York, View New York State Laws
Effective Date: June 14, 1996
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INTELLECTUAL PROPERTY SECURITY AGREEMENT



Dated as of June 14, 1996





LCC, L.L.C.



in favor of



THE CHASE MANHATTAN BANK (NATIONAL ASSOCIATION)







as Administrative Agent

INTELLECTUAL PROPERTY SECURITY AGREEMENT







INTELLECTUAL PROPERTY SECURITY AGREE MENT, dated as of June 14, 1996 (as amended, supplemented or otherwise modified from time to time, this "Agreement"), made by LCC, L.L.C., a Delaware limited liability company (the "Borrower"), in favor of THE CHASE MANHATTAN BANK (NATIONAL ASSOCIATION), a national banking association, as administrative agent (in such capacity, together with its successors in such capacity, the "Administrative Agent") for the benefit of each of the lenders (the "Lenders") a party to the Credit Agreement dated as of June 14 , 1996 (as amended, supplemented or otherwise modified from time to time, the "Credit Agreement") among the Borrower, LCC Design Services, L.L.C., a Delaware limited liability company, LCC Development Company, L.L.C., a Delaware limited liability company ( the "Subsidiary Guarantors" and, together with the Borrower, the "Obligors"), the Administrative Agent and the Lenders.



W I T N E S S E T H :



WHEREAS, pursuant to the terms of the Credit Agreement and the other Facility Documents, the Lenders have agreed to extend credit to the Obligors upon the terms and subject to the conditions set forth therein to be evidenced by the Notes issued by the Borrower thereunder and the Letters of Credit issued thereunder and to be guarant ied by the Subsidiary Guarantors thereunder and by Telcom Ventures, L.L.C., a limited liability company organized under the laws of the State of Delaware (the "Parent") under the Parent Guaranty; and



WHEREAS, it is a condition precedent to the obliga tion of the Lenders to make their extensions of credit to the Obligors under the Credit Agreement that the Borrower shall have executed and delivered this Agreement to the Administrative Agent to secure the obligations of the Borrower under the Notes, the Letters of Credit, the Credit Agreement and the other Facility Documents.



NOW, THEREFORE, in consideration of the premises and to induce the Lenders to enter into the Credit Agreement and to induce the Lenders to make their respective Loans and to p urchase Participating Interests in Letters of Credit issued under the Credit Agreement, the Borrower hereby agrees with the Administrative Agent, as follows:



ARTICLE 1. DEFINITIONS.



Unless otherwise defined herein, terms which are defined in the Credit Agreement and used herein are so used as so defined; and the following terms have the following meanings:



"Code" means the Uniform Commercial Code as in effect in the State of New York.



"Collateral" means all of the right, title and interest of the Borrower in, to and under (i) the Patents, (ii) the Trademarks, (iii) the Copyrights, (iv) all mask works and registrations and applications for registration thereof, (v) computer software (including all databases, data and docum e ntation), (vi) trade secrets and other confidential information (including ideas, formulas, compositions, inventions, know-how, manufacturing and production processes and techniques, research and development information, drawings, specifications, designs, plans, proposals, technical data, copyrightable works, financial and marketing plans, customer and supplier lists and information), (vii) other intellectual property rights, and (viii) copies and tangible embodiments thereof (in whatever form or medium), whether now owned or hereafter acquired, together with all the proceeds thereof and any replacements, additions or substitutions thereof or thereto and all accounts arising from the sale or disposition thereof.



"Copyrights" means, collectively, all o f the Borrower's right, title and interest in and to the copyrights, applications for copyright registrations and registrations listed on PART I OF SCHEDULE A hereto, and all other copyrights, applications and registrations in which the Borrower has or sh a ll now or hereafter have any right, title or interest, and all proceeds of the foregoing (including, without limitation, license royalties and proceeds of infringement suits); and all general intangibles associated with the foregoing including, without li mitation, the right to sue for past, present and future infringements, all rights corresponding thereto and all renewals and extensions thereof.



"Patents" means, collectively, all of the Borrower's right, title and interest in and to the patents list ed on PART II OF SCHEDULE A hereto and all other patents, patent applications, patent disclosures and inventions (whether or not patentable and whether or not reduced to practice) in which the Borrower has or shall now or hereafter have any right, title o r interest, and all proceeds of the foregoing (including, without limitation, license royalties and proceeds of infringement suits); and all general intangibles associated with the foregoing, including, without limitation, the right to sue for past, prese nt and future infringements, all rights corresponding











thereto and all reissues, divisions, continuations, renewals, extensions and continuations-in-part thereof.



"Secured Obligations" means the unpaid principal of and interest on (including int erest accruing on or after the filing of any petition in bankruptcy, or the commencement of any insolvency, reorganization or like proceeding, whether or not a claim for post-filing or post-petition interest is allowed in such proceeding) the Notes and al l other obligations and liabilities of any Obligor to the Administrative Agent or any Lender, whether direct or indirect, absolute or contingent, due or to become due, or now existing or hereafter incurred, which may arise under, out of, or in connection w i th, the Credit Agreement, any Note, any Letter of Credit, any Interest Rate Protection Agreement, any Currency Protection Agreement, any other Facility Document and any other document made, delivered or given in connection therewith or herewith, whether o n account of principal, interest, reimbursement obligations, fees, indemnities, costs, expenses (including, without limitation, all fees and disbursements of counsel to the Administrative Agent or any Lender) or otherwise.



"Trademarks" means, collect ively, all of the Borrower's right, title and interest in and to the trademarks, and trademark applications and registrations listed on PART III OF SCHEDULE A hereto, and all other trademarks, service marks, trade dress, tradenames and corporate names and applications and registrations in which the Borrower has or shall now or hereafter have any right, title or interest, and all proceeds of the foregoing (including, without limitation, license royalties and proceeds of infringement suits); and all general i ntangibles associated with the foregoing, including, without limitation, all goodwill associated with the trademarks, service marks, trade dress, tradenames and corporate names, the applications and registrations therefor and the business of the Borrower t o which such trademarks, service marks, trade dress, tradenames and corporate names and applications and registrations relate, the right to sue for past, present and future infringements, all rights corresponding thereto throughout the world and all reiss ues, divisions, continuations, renewals, extensions thereof.



ARTICLE 2. COLLATERAL



Section 2.01. Grant of Security Interest. As security for the payment by the Borrower of the Secured Obligations and the performance by the Borrower o f its other obligations and undertakings under this Agreement and under the other Facility Documents, the Borrower does hereby grant, bargain, convey, assign, transfer, mortgage, hypothecate, pledge, confirm and grant a continuing security interest to the Administrative Agent in and to all right, title and interest of the Borrower (but none of its obligations) in the Collateral.













Section 2.02. Sharing of Collateral. The Collateral shall be held subject to the conditions and agreements in this A greement and in the other Facility Documents set forth for the common and equal use, benefit and security of all and singular Person or Persons who shall from time to time be Lenders and, except to the extent specifically set forth in the Credit Agreement , without preference of any of the Secured Obligations over any of the others by reason of priority in time of issue, sale or negotiation thereof or otherwise howsoever.



ARTICLE 3. REPRESENTATIONS, WARRANTIES AND COVENANTS

CONCERNING SECURITY



Section 3.01. Collateral. The Borrower represents, warrants and covenants that:



(a) SCHEDULE A hereto completely and accurately lists all of the copyrights, patents and trademarks (including all applications and registrations) in which the Borrower has any right, title or interest;



(b) each of the Patents, the Copyrights and the Trademarks is subsisting, valid and enforceable and has not been adjudged invalid or unenforceable, in whole or in part;



(c) the Borrower is the sole and exclusive owner of the entire and unencumbered right, title and interest in and to each of the Patents, the Copyrights and the Trademarks in which the Borrower holds an interest, free and clear of any Lien s, charges and encumbrances, including without limitation, licenses and covenants by the Borrower not to sue third persons except for licenses granted to customers in the ordinary course of business;



(d) the Borrower (i) has properly register ed, or applied to register, and recorded each of the Patents and Trademarks which, in the exercise of its business judgment, the Borrower deems material and in which the Borrower holds an interest that could be registered and recorded with the United Stat e s Patent and Trademark Office (the "Material Patents" and the "Material Trademarks", respectively) and each of the Copyrights which, in the exercise of its business judgment, the Borrower deems material and in which the Borrower holds an interest that cou l d be registered with the United States Copyright Office (the "Material Copyrights"), (ii) has not taken any action or failed to take any action which action or failure to act could or might impair or diminish any of the Material Patents, the Material Copy r ights or the Material Trademarks and (iii) has delivered to the Administrative Agent true, correct and complete copies of all patent, copyright and trademark registration certificates, assignments, renewal certificates, and all other instruments filed wit h United States









Patent and Trademark Office, the United States Copyright Office or otherwise relevant to the chains of title of the Material Patents, the Material Copyrights and the Material Trademarks;



(e) the exploitation by the Borrower in any manner or media of each of the Copyrights in which the Borrower holds an interest does not and will not infringe upon or violate, or require any filing, registration, consent or approval with respect to, any common law or statutory rights, contrac tual rights, copyrights, rights of
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