including the following (but specifically excluding the Excluded
Assets):
(A)
ALL CUSTOMER ACCOUNTS SERVED BY THE DIRECT BUSINESS OR THE A&R
BUSINESS (THE "CUSTOMER ACCOUNTS");
(B)
ALL CUSTOMER DATA ASSOCIATED WITH THE CUSTOMER ACCOUNTS, INCLUDING
ALL ASSOCIATED LETTERS OF AUTHORIZATION, CUSTOMER SERVICE RECORDS, ALL RELATED
COMPUTER TAPES AND/OR RECORDS, ACCOUNTS RECEIVABLE STATUS AND HISTORY REPORTS
AND ALL CUSTOMER SERVICE AND PROVISIONING HISTORY;
(C)
ALL RIGHT, TITLE AND INTEREST IN AND TO THE ACCOUNTS RECEIVABLE
ASSOCIATED WITH THE CUSTOMER ACCOUNTS;
(D)
ALL FIXED ASSETS, SWITCHES, MACHINERY, EQUIPMENT AND OTHER TANGIBLE
PERSONAL PROPERTY (INCLUDING ALL FURNISHINGS AND FIXTURES, MATERIALS, SUPPLIES
AND OTHER MISCELLANEOUS ITEMS) LOCATED AT THE PREMISES OF THE SELLER AT 1001
BRINTON ROAD, PITTSBURGH, PENNSYLVANIA AND EACH OF THE SWITCH SITES AND
COLOCATION FACILITIES OF THE SELLER IN NEW BRUNSWICK, NEW JERSEY; AUSTELL,
GEORGIA; HAYWARD, CALIFORNIA; WILLOW SPRINGS, ILLINOIS; DALLAS, TEXAS; LOS
ANGELES, CALIFORNIA; WASHINGTON, DISTRICT OF COLUMBIA; AND NEW YORK, NEW YORK;
AND ALL OTHER FIXED ASSETS, SWITCHES, MACHINERY, EQUIPMENT AND OTHER TANGIBLE
PERSONAL PROPERTY RELATED TO OR USED IN CONNECTION WITH THE BUSINESS, INCLUDING
ALL FURNISHINGS AND FIXTURES, MATERIALS, SUPPLIES AND OTHER MISCELLANEOUS ITEMS
OF TANGIBLE PERSONAL PROPERTY WHETHER LOCATED AT THE FOREGOING PREMISES, SWITCH
SITES OR
COLOCATION FACILITIES OF THE SELLER OR AT THE PREMISES OF ANY CUSTOMER
OR SUPPLIER OR AT ANY OTHER LOCATION, INCLUDING THE MAJOR NETWORK ASSETS
IDENTIFIED ON SCHEDULE 1.1(D);
(E)
ALL RIGHT, TITLE AND INTEREST IN AND TO THE ASSIGNED CONTRACTS AND
ANY RELATED LEASEHOLD IMPROVEMENTS;
(F)
ALL PATENTS, PATENT APPLICATIONS, COPYRIGHTS, WHETHER OR NOT
REGISTERED,
TRADEMARKS AND SERVICE MARKS, TRADEMARK AND SERVICE MARK
REGISTRATIONS (AND APPLICATIONS
2
therefor), trade names, business names, brand names (including all rights of the
Seller in the
"RSL COM" name) and logos, devices, insignias, formats, titles
and subtitles and all registrations issued and all applications pending with
respect to the foregoing, currently owned or used in connection with the
Business;
(G)
ALL TRADE SECRETS, INVENTIONS, PROTOCOLS, KNOW-HOW, FORMULAE,
PROCESSES, PROCEDURES, RECORDS OF INVENTIONS, TEST INFORMATION, DRAWINGS,
DIAGRAMS, DESIGNS, OPERATING MANUALS AND OTHER PROPRIETARY INFORMATION USED IN
OR RELATED TO THE BUSINESS;
(H)
ALL CLAIMS AND RIGHTS AGAINST THIRD PARTIES RELATING TO THE ASSETS,
INCLUDING INSURANCE CLAIMS, RIGHTS UNDER MANUFACTURERS' AND VENDORS' WARRANTIES,
RIGHTS OF RECOVERY, CREDITS, AND BUSINESS-RELATED SETOFF RIGHTS EXISTING ON THE
CLOSING DATE THAT AROSE POST-PETITION;
(I)
ALL FINANCIAL, COMMERCIAL, MARKETING AND ADMINISTRATIVE BOOKS
AND RECORDS RELATING TO THE BUSINESS IN ANY FORM OR MEDIUM, INCLUDING, COMPUTER
DATABASES, CORRESPONDENCE FILES, ADMINISTRATIVE GUIDELINES, PERSONNEL RECORDS
RELATING TO ACCEPTING EMPLOYEES AND EMPLOYEE MANUALS AND ALL ACCOUNTING AND TAX
FILES AND RECORDS USED IN CONNECTION WITH OR RELATING TO THE BUSINESS, AS WELL
AS FILES RELATING TO LITIGATION THAT HAS BEEN SETTLED, CLOSED, OR OTHERWISE
DISMISSED; PROVIDED, HOWEVER, THAT SELLER'S ESTATE SHALL ENJOY A CONTINUING
RIGHT OF REASONABLE ACCESS DURING NORMAL BUSINESS HOURS TO SUCH ASSETS FOR
PURPOSES OF CLAIMS RESOLUTION, LITIGATION, AND ADMINISTRATION OF THE SELLER'S
ESTATE;
(J)
ALL COMPUTER SYSTEMS AND SOFTWARE, AND ALL ELECTRONIC DATABASES
AND OTHER DATA PROCESSING AND STORAGE MATERIALS (REGARDLESS