EX-10.7



 Exhibit 10.7 
 EXECUTION VERSION 
  
  

COLLATERAL AGREEMENT 
 dated as of November 13, 2012 
 by and among 

BROADVIEW NETWORKS HOLDINGS, INC., 
 and certain of its Subsidiaries, 
 as Grantors, 

in favor of 
 CIT
FINANCE LLC, 
 as Administrative Agent 
  

 







 TABLE OF CONTENTS 

 

							
	 	 	 	  	Page	 
	 ARTICLE I        DEFINED TERMS
	  	 	2	  
	 SECTION 1.1
	 	 Terms Defined in the Uniform Commercial Code
	  	 	2	  
	 SECTION 1.2
	 	 Definitions
	  	 	2	  
	 SECTION 1.3
	 	 Other Definitional Provisions
	  	 	6	  
	 ARTICLE II      SECURITY INTEREST
	  	 	7	  
	 SECTION 2.1
	 	 Grant of Security Interest
	  	 	7	  
	 SECTION 2.2
	 	 Grantors Remain Liable
	  	 	8	  
	 SECTION 2.3
	 	 Distributions on Pledged Shares
	  	 	8	  
	 SECTION 2.4
	 	 Security Interest Absolute, etc.
	  	 	8	  
	 SECTION 2.5
	 	 Postponement of Subrogation
	  	 	9	  
	 ARTICLE III      REPRESENTATIONS AND WARRANTIES
	  	 	10	  
	 SECTION 3.1
	 	 Existence
	  	 	10	  
	 SECTION 3.2
	 	 Authorization of Agreement; No Conflict
	  	 	10	  
	 SECTION 3.3
	 	 Consents
	  	 	10	  
	 SECTION 3.4
	 	 Perfected First Priority Liens
	  	 	10	  
	 SECTION 3.5
	 	 Title, No Other Liens
	  	 	11	  
	 SECTION 3.6
	 	 State of Organization; Location of Inventory, Equipment and Fixtures; other Information
	  	 	11	  
	 SECTION 3.7
	 	 Accounts
	  	 	12	  
	 SECTION 3.8
	 	 Chattel Paper
	  	 	12	  
	 SECTION 3.9
	 	 Commercial Tort Claims
	  	 	12	  
	 SECTION 3.10
	 	 Deposit Accounts
	  	 	12	  
	 SECTION 3.11
	 	 Intellectual Property
	  	 	12	  
	 SECTION 3.12
	 	 Inventory
	  	 	12	  
	 SECTION 3.13
	 	 Investment Property; Partnership/LLC Interests
	  	 	13	  
	 SECTION 3.14
	 	 Instruments
	  	 	13	  
	 SECTION 3.15
	 	 Farm Products
	  	 	13	  
	 SECTION 3.16
	 	 Government Contracts
	  	 	13	  
	 SECTION 3.17
	 	 Letter of Credit Rights
	  	 	13	  
	 ARTICLE IV      COVENANTS
	  	 	14	  
	 SECTION 4.1
	 	 Maintenance of Perfected Security Interest; Further Information
	  	 	14	  
	 SECTION 4.2
	 	 Maintenance of Insurance
	  	 	14	  
	 SECTION 4.3
	 	 Changes in Locations; Changes in Name or Structure
	  	 	14	  
	 SECTION 4.4
	 	 Required Notifications
	  	 	15	  
	 SECTION 4.5
	 	 Delivery Covenants
	  	 	15	  


  
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 TABLE OF CONTENTS 

(continued) 
  

							
	 	 	 	  	Page	 
	 SECTION 4.6
	 	 Control Covenants
	  	 	15	  
	 SECTION 4.7
	 	 Filing Covenants
	  	 	16	  
	 SECTION 4.8
	 	 Accounts
	  	 	16	  
	 SECTION 4.9
	 	 Intellectual Property
	  	 	17	  
	 SECTION 4.10
	 	 Investment Property; Partnership/LLC Interests
	  	 	18	  
	 SECTION 4.11
	 	 Equipment
	  	 	19	  
	 SECTION 4.12
	 	 Government Contracts
	  	 	19	  
	 SECTION 4.13
	 	 Further Assurances
	  	 	19	  
	 ARTICLE V      REMEDIAL PROVISIONS
	  	 	19	  
	 SECTION 5.1
	 	 General Remedies
	  	 	19	  
	 SECTION 5.2
	 	 Specific Remedies
	  	 	20	  
	 SECTION 5.3
	 	 Registration Rights; Further Approvals
	  	 	22	  
	 SECTION 5.4
	 	 Application of Proceeds
	  	 	23	  
	 SECTION 5.5
	 	 Waiver, Deficiency
	  	 	23	  
	 ARTICLE VI     THE ADMINISTRATIVE AGENT
	  	 	24	  
	 SECTION 6.1
	 	 Administrative Agent’s Appointment as Attorney-In-Fact
	  	 	24	  
	 SECTION 6.2
	 	 Duty of Administrative Agent
	  	 	25	  
	 SECTION 6.3
	 	 Authority of Administrative Agent
	  	 	26	  
	 ARTICLE VII    MISCELLANEOUS
	  	 	26	  
	 SECTION 7.1
	 	 Notices
	  	 	26	  
	 SECTION 7.2
	 	 Amendments, Waivers and Consents
	  	 	26	  
	 SECTION 7.3
	 	 Expenses, Indemnification, Waiver of Consequential Damages, etc.
	  	 	26	  
	 SECTION 7.4
	 	 Right of Set Off
	  	 	27	  
	 SECTION 7.5
	 	 Governing Law; Jurisdiction; Venue; Service of Process
	  	 	27	  
	 SECTION 7.6
	 	 Waiver of Jury Trial
	  	 	28	  
	 SECTION 7.7
	 	 Injunctive Relief
	  	 	29	  
	 SECTION 7.8
	 	 No Waiver by Course of Conduct; Cumulative Remedies
	  	 	29	  
	 SECTION 7.9
	 	 Successors and Assigns
	  	 	29	  
	 SECTION 7.10
	 	 Survival of Indemnities
	  	 	29	  
	 SECTION 7.11
	 	 Titles and Captions
	  	 	29	  
	 SECTION 7.12
	 	 Severability of Provisions
	  	 	30	  
	 SECTION 7.13
	 	 Counterparts
	  	 	30	  
	 SECTION 7.14
	 	 Integration
	  	 	30	  
	 SECTION 7.15
	 	 Advice of Counsel; No Strict Construction
	  	 	30	  


  
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 TABLE OF CONTENTS 

(continued) 
  

							
	 	 	 	  	Page	 
	 SECTION 7.16
	 	 Acknowledgements
	  	 	30	  
	 SECTION 7.17
	 	 Releases
	  	 	31	  
	 SECTION 7.18
	 	 Additional Grantors
	  	 	31	  
	 SECTION 7.19
	 	 All Powers Coupled with Interest
	  	 	31	  
	 SECTION 7.20
	 	 Intercreditor Agreement
	  	 	31	  


  
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 SCHEDULES: 
  

			
	 Schedule 3.4
	  	Filing Offices
		
	 Schedule 3.6
	  	Exact Legal Name; Jurisdiction of Organization; Taxpayer Identification Number; Registered Organization Number; Mailing Address; Chief Executive Office and other
Locations
		
	 Schedule 3.9
	  	Commercial Tort Claims
		
	 Schedule 3.10
	  	Deposit Accounts
		
	 Schedule 3.11
	  	Intellectual Property
		
	 Schedule 3.13
	  	Investment Property and Partnership/LLC Interests
		
	 Schedule 3.14
	  	Instruments
		
	 Schedule 3.16
	  	Government Contracts
		
	 Schedule 3.17
	  	Letter of Credit Rights


  
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 NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY, THE LIEN AND SECURITY INTEREST GRANTED
TO THE ADMINISTRATIVE AGENT PURSUANT TO THIS AGREEMENT AND THE EXERCISE OF ANY RIGHT OR REMEDY BY THE ADMINISTRATIVE AGENT HEREUNDER ARE SUBJECT TO THE PROVISIONS OF THE INTERCREDITOR AGREEMENT REFERRED TO BELOW. IN THE EVENT OF ANY CONFLICT BETWEEN
THE TERMS OF THE INTERCREDITOR AGREEMENT AND THIS AGREEMENT, THE TERMS OF THE INTERCREDITOR AGREEMENT SHALL GOVERN. SEE SECTION 7.20. 
 This COLLATERAL AGREEMENT, dated as of November 13, 2012 (as amended, restated, supplemented or otherwise modified from time to time, this “Agreement”), is made by BROADVIEW
NETWORKS HOLDINGS, INC., a Delaware corporation (“Holdings”), certain of Holdings’ Subsidiaries as identified on the signature pages hereto as “Grantors” and any Additional Grantor (as defined below) who may
become party to this Agreement (together with Holdings and such Subsidiaries, the “Grantors”), in favor of CIT FINANCE LLC, a Delaware limited liability company (“CIT”), as administrative agent (in
such capacity, the “Administrative Agent”) for the ratable benefit of the Secured Parties (as defined below). 
 STATEMENT OF PURPOSE 
 Pursuant to that certain Credit Agreement, dated as
of November 13, 2012, among Holdings, BROADVIEW NETWORKS, INC., a New York corporation (“Broadview Networks”), ARC NETWORKS, INC., a Delaware corporation (“ARC”), BRIDGECOM SOLUTIONS GROUP, INC.,
a Delaware corporation (“BridgeCom Solutions” and, together with Holdings, Broadview Networks, and ARC, each individually a “Borrower” and collectively, the “Borrowers”), the
various financial institutions and other Persons from time to time parties thereto (collectively, the “Lenders”), and the Administrative Agent (as amended, restated, supplemented or otherwise modified from time to time, the
“Credit Agreement”), the Lenders have agreed to make Extensions of Credit to the Borrowers upon the terms and subject to the conditions set forth therein. Capitalized terms used herein and not otherwise defined herein shall
have the meanings ascribed thereto in the Credit Agreement. 
 Pursuant to the terms of the Guaranty Agreement, the Subsidiaries
of Holdings (other than the Borrowers) who are parties hereto have guaranteed the payment and performance of the Obligations. 

It is a condition precedent to the obligation of the Lenders to make their respective Extensions of Credit to the Borrowers (or
participations in respect thereof) under the Credit Agreement that the Grantors shall have executed and delivered this Agreement to the Administrative Agent, for the ratable benefit of itself, the Lenders and any Person that was a Lender or an
Affiliate of a Lender at the time any such Person became party to any Hedging Agreement (collectively, the “Secured Parties”). 
 The Administrative Agent and the Trustee, with the acknowledgement of the Grantors have entered into the Intercreditor Agreement on the date hereof, which Intercreditor Agreement, among other things, sets
forth, as between the Second Priority Agent (as defined therein) and the Administrative Agent, in its capacity as the First Priority Agent (as defined therein), the relative priority of their respective Liens on the Collateral and their rights with
respect thereto. 
 NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged by the parties hereto, and to induce the Administrative Agent and the Lenders to enter into the Credit Agreement and to induce the Lenders to make their respective Extensions of Credit to the Borrowers (or participations in respect
thereof) thereunder, each Grantor hereby agrees with the Administrative Agent, for the ratable benefit of the Secured Parties, as follows: 







 ARTICLE I 
 DEFINED TERMS 
 SECTION 1.1 Terms Defined in the Uniform Commercial
Code. 
 (a) The following terms when used in this Agreement shall have the meanings assigned to them in the UCC (as defined
in the Credit Agreement) as in effect from time to time: “Account”, “Account Debtor”, “Authenticate”, “Certificated Security”, “Chattel Paper”,
“Commercial Tort Claim”, “Commodity Account”, “Deposit Account”, “Documents”, “Electronic Chattel Paper”, “Equipment”, “Farm
Products”, “Fixture”, “General Intangible”, “Goods”, “Instrument”, “Inventory”, “Investment Company Security”, “Investment
Property”, “Letter of Credit Rights”, “Proceeds”, “Record”, “Registered Organization”, “Securities Entitlement”, “Securities
Intermediary”, “Securities Account”, “Security”, “Supporting Obligation”, “Tangible Chattel Paper”, and “Uncertificated Security”. 

(b) Terms defined in the UCC and not otherwise defined herein or in the Credit Agreement shall have the meaning assigned in the UCC as in
effect from time to time. 
 SECTION 1.2 Definitions. The following terms when used in this Agreement shall have the
meanings assigned to them below: 
 “Additional Grantor” means each Subsidiary of Holdings which
hereafter becomes a Grantor pursuant to Section 7.18 (as required pursuant to Section 8.11 of the Credit Agreement). 
 “Administrative Agent” has the meaning set forth in the Preamble of this Agreement.  
 “Agreement” has the meaning set forth in the Preamble of this Agreement. 
 “Applicable Insolvency Laws” means all Applicable Laws governing bankruptcy, reorganization, arrangement, adjustment of debts, relief of debtors, dissolution, insolvency,
fraudulent transfers or conveyances or other similar laws (including, without limitation, 11 U.S.C. Sections 544, 547, 548 and 550 and other “avoidance” provisions of Title 11 of the United States Code). 

“Assignment of Claims Act” means the Assignment of Claims Act of 1940 (41 U.S.C. Section 15, 31 U.S.C.
Section 3737, and 31 U.S.C. Section 3727), including all amendments thereto and regulations promulgated thereunder. 

“Avoidance Actions” means all claims and causes of action under the Bankruptcy Code, and all related recoveries,
that are or become property of any Grantor (including pursuant to Section 8.2 of the Joint Prepackaged Plan of Reorganization for Broadview Networks Holdings, Inc. and its Affiliated Debtors, dated August 22, 2012, as confirmed on
October 3, 2012). 
 “Bankruptcy Code” means the United States Bankruptcy Code, 11 U.S.C. §
101 et seq., as in effect from time to time. 
 “Borrowers” has the meaning set forth in the Statement
of Purpose of this Agreement.  
 “Collateral” has the meaning assigned thereto in Section
2.1. 
 “Collateral Account” means any collateral account established by the Administrative Agent as
provided in Section 5.2. 
 “Commitments” means, collectively, the Revolving Credit Commitment,
the L/C Commitment and the Swingline Commitment. 

  
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 “Control” means the manner in which “control” is achieved
under the UCC with respect, with respect to any Collateral for which the UCC specifies a method of achieving “control”. 
 “Controlled Depository” has the meaning assigned thereto in Section 4.6. 
 “Controlled Intermediary” has the meaning assigned thereto in Section 4.6. 
 “Copyrights” means collectively, all of the following of any Grantor: (a) all copyrights, rights and interests in copyrights, works protectable by copyright, copyright
registrations and copyright applications anywhere in the world, including, without limitation, those listed on Schedule 3.11 hereto, (b) all reissues, extensions, continuations (in whole or in part) and renewals of any of the foregoing,
(c) all income, royalties, damages and payments now or hereafter due and/or payable under any of the foregoing or with respect to any of the foregoing, including, without limitation, damages or payments for past or future infringements of any
of the foregoing, (d) the right to sue for past, present and future infringements of any of the foregoing and (e) all rights corresponding to any of the foregoing throughout the world. 

“Copyright Licenses” means any written agreement naming any Grantor as licensor or licensee, including, without
limitation, those listed in Schedule 3.11, granting any right under any Copyright, including, without limitation, the grant of rights to manufacture, distribute, exploit and sell materials derived from any Copyright. 

“Credit Agreement” has the meaning set forth in the Statement of Purpose of this Agreement. 

“Distributions” means all dividends paid on Capital Stock, liquidating dividends paid on Capital Stock, shares
(or other designations) of Capital S Stock resulting from (or in connection with the exercise of) stock splits, reclassifications, warrants, options, non-cash dividends, mergers, consolidations, and all other distributions (whether similar or
dissimilar to the foregoing) on or with respect to any Capital Stock constituting Collateral. 
 “Effective
Endorsement and Assignment” means, with respect to any specific type of Collateral, all such endorsements, assignments and other instruments of transfer reasonably requested by the Administrative Agent with respect to the Security
Interest granted in such Collateral, and in each case, in form and substance satisfactory to the Administrative Agent. 

“Government Contract” means a contract between any Grantor and an agency, department or instrumentality of the
United States or any state, municipal or local Governmental Authority located in the United States or all obligations of any such Governmental Authority arising under any Account now or hereafter owing by any such Governmental Authority, as account
debtor, to any Grantor. 
 “Grantors” has the meaning set forth in the Preamble of this Agreement.

 “Intellectual Property” means collectively, all of the following of any Grantor: (a) all systems
software, applications software and internet rights, including, without limitation, screen displays and formats, internet domain names, web sites (including web links), program structures, sequence and organization, all documentation for such
software, including, without limitation, user manuals, flowcharts, programmer’s notes, functional specifications, and operations manuals, all formulas, processes, ideas and know-how embodied in any of the foregoing, and all program materials,
flowcharts, notes and outlines created in connection with any of the foregoing, whether or not patentable or copyrightable, (b) concepts, discoveries, improvements and ideas, (c) any useful information relating to the items described in
clause (a) or (b), including know-how, technology, engineering drawings, reports, design information, trade secrets, practices, laboratory notebooks, specifications, test procedures, maintenance manuals, research, development, manufacturing,
marketing, merchandising, selling, purchasing and accounting, (d) Patents and Patent Licenses, Copyrights and Copyright Licenses, Trademarks and Trademark Licenses, and (e) other licenses to use any of the items described in the foregoing
clauses (a), (b), (c) and (d) or any other similar items of such Grantor necessary for the conduct of its business. 

“Intercreditor Agreement” has the meaning set forth in the Statement of Purpose of this Agreement. 

  
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 “Issuer” means any issuer of any Investment Property or
Partnership/LLC Interests (including, without limitation, any “issuer” as defined in the UCC). 

“Obligations” means with respect to the Borrowers, the meaning assigned thereto in the Credit Agreement, and with
respect to each Guarantor, the obligations of such Guarantor under the applicable Guaranty Agreement executed by such Guarantor and with respect to all Grantors, all liabilities and obligations of the Grantors hereunder and all liabilities and
obligations of the Grantors with respect to overdrafts, returned items and related liabilities and all indemnification obligations under the Loan Documents now or hereafter owing by any Grantor to CIT, any Affiliate thereof or the Administrative
Agent arising from or in connection with treasury, depositary or cash management services or in connection with any automated clearinghouse transfer of funds for the benefit of such Grantor. 

“Partnership/LLC Interests” means, with respect to any Grantor, the entire partnership, membership interest or
limited liability company interest, as applicable, of such Grantor in each partnership, limited partnership or limited liability company owned thereby, including, without limitation, such Grantor’s capital account, its interest as a partner or
member, as applicable, in the net cash flow, net profit and net loss, and items of income, gain, loss, deduction and credit of any such partnership, limited partnership or limited liability company, as applicable, such Grantor’s interest in all
Distributions made or to be made by any such partnership, limited partnership or limited liability company, as applicable, to such Grantor and all of the other economic rights, titles and interests of such Grantor as a partner or member, as
applicable, of any such partnership, limited partnership or limited liability company, as applicable, whether set forth in the partnership agreement or membership agreement, as applicable, of such partnership, limited partnership or limited
liability company, as applicable, by separate agreement or otherwise. 
 “Patents” means collectively,
all of the following of any Grantor: (a) all patents, rights and interests in patents, patentable inventions and patent applications anywhere in the world, including, without limitation, those listed on Schedule 3.11 hereto, (b) all
reissues, extensions, continuations (in whole or in part) and renewals of any of the foregoing, (c) all income, royalties, damages or payments now or hereafter due and/or payable under any of the foregoing or with respect to any of the
foregoing, including, without limitation, damages or payments for past, present or future infringements of any of the foregoing, (d) the right to sue for past, present and future infringements of any of the foregoing and (e) all rights
corresponding to any of the foregoing throughout the world. 
 “Patent License” means all agreements now
or hereafter in existence, whether written, implied or oral, providing for the grant by or to any Grantor of any right to manufacture, use or sell any invention covered in whole or in part by a Patent, including, without limitation, any of the
foregoing referred to in Schedule 3.11 hereto. 
 “Restricted Securities Collateral” means any or
all Collateral that, in order to exercise its right to sell any or all of such Collateral, the Administrative Agent determines that it is necessary or advisable to register such Collateral under the provisions of the Securities Act. 

“Secured Parties” has the meaning set forth in the Statement of Purpose of this Agreement. 

“Securities Act” means the Securities Act of 1933, including all amendments thereto and regulations promulgated
thereunder. 
 “Security Interests” means the security interests granted pursuant to Article II,
as well as all other security interests created or assigned as additional security for the Obligations pursuant to the provisions of the Credit Agreement. 
 “Termination Date” means the date on which all Obligations have been paid in full in cash, all Letters of Credit have been terminated or expired (or cash collateralized to the
reasonable satisfaction of the Issuing Bank(s) thereof), all Hedging Agreements have been terminated and all Commitments shall have been terminated. 
 “Trademarks” means collectively all of the following of any Grantor: (a) all trademarks, rights and interests in trademarks, trade names, corporate names, company names,
business names, fictitious business names, trade styles, service marks, logos, other business identifiers, prints and labels on which any of the foregoing have 

  
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 appeared or appear, whether registered or unregistered, all registrations and recordings thereof, and all
applications in connection therewith (other than each application to register any trademark or service mark prior to the filing under Applicable Law of a verified statement of use for such trademark or service mark) anywhere in the world, including,
without limitation, those listed on Schedule 3.11 hereto, (b) all reissues, extensions, continuations (in whole or in part) and renewals of any of the foregoing, (c) all income, royalties, damages and payments now or hereafter due
and/or payable under any of the foregoing or with respect to any of the foregoing, including, without limitation, damages or payments for past, present or future infringements of any of the foregoing, (d) the right to sue for past, present and
future infringements of any of the foregoing and (e) all rights corresponding to any of the foregoing (including the goodwill) throughout the world. 
 “Trademark License” means any agreement now or hereafter in existence, whether written or oral, providing for the grant by or to any Grantor of any right to use any Trademark,
including, without limitation, any of the foregoing referred to in Schedule 3.11. 
 SECTION 1.3 Other Definitional
Provisions. With reference to this Agreement and each other Loan Document, unless otherwise specified herein or in such other Loan Document: (a) the definitions of terms herein shall apply equally to the singular and plural forms of the
terms defined, (b) whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms, (c) the words “include”, “includes” and “including” shall be deemed to be
followed by the phrase “without limitation”, (d) the word “will” shall be construed to have the same meaning and effect as the word “shall”, (e) any definition of or reference to any agreement, instrument or
other document herein shall be construed as referring to such agreement, instrument or other document as from time to time amended, supplemented or otherwise modified (subject to any restrictions on such amendments, supplements or modifications set
forth herein), (f) any reference herein to any Person shall be construed to include such Person’s permitted successors and assigns, (g) the words “herein”, “hereof” and “hereunder”, and words of similar
import, shall be construed to refer to this Agreement in its entirety and not to any particular provision hereof, (h) all references herein to Articles, Sections, Exhibits and Schedules shall be construed to refer to Articles and Sections of,
and Exhibits and Schedules to, this Agreement, (i) the words “asset” and “property” shall be construed to have the same meaning and effect and to refer to any and all tangible and intangible assets and properties, including
cash, securities, accounts and contract rights, (j) the term “documents” includes any and all instruments, documents, agreements, certificates, notices, reports, financial statements and other writings, however evidenced, whether in
physical or electronic form, (k) in the computation of periods of time from a specified date to a later specified date, the word “from” means “from and including;” the words “to” and “until” each mean
“to but excluding;” and the word “through” means “to and including”, (1) Section headings herein and in the other Loan Documents are included for convenience of reference only and shall not affect the
interpretation of this Agreement or any other Loan Document and (m) where the context requires, terms relating to the Collateral or any part thereof, when used in relation to a Grantor, shall refer to such Grantor’s Collateral or the
relevant part thereof. Any reference in this Agreement or in any of the other Loan Documents to a Default that is continuing or an Event of Default that is continuing or the continuance thereof, shall mean (i) in the case of a Default, one that
has not been cured within any applicable cure period (to the extent susceptible to cure), and (ii) in the case of an Event of Default, one that has not been waived in writing by the Administrative Agent and/or Required Lenders, as the case may
be. In further clarification of the foregoing, any Event of Default under this Agreement or under any other Loan Document shall be “continuing” unless and until such Event of Default has been waived in writing by the Administrative Agent
and/or Required Lenders, as the case may be. 
 ARTICLE II 

SECURITY INTEREST 
 SECTION 2.1 Grant of Security Interest. Each Grantor hereby grants, pledges and collaterally assigns to the Administrative Agent, for the ratable benefit of the Secured Parties, a continuing
security interest in, all of such Grantor’s right, title and interest in the following property, now owned or at any time hereafter acquired by such Grantor or in which such Grantor now has or at any time in the future may acquire any right,
title or interest, and wherever located or deemed located (collectively, the “Collateral”), as collateral security for the prompt and complete payment and performance when due (whether at the stated maturity, by acceleration or
otherwise) of the Obligations: 

  
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 (a)    all Accounts; 

(b)    all Avoidance Actions; 
 (c)    all cash and currency; 
 (d)    all
Chattel Paper; 
 (e)    all Commercial Tort Claims identified on Schedule 3.9; 

(f)    all Deposit Accounts; 
 (g)    all Documents; 
 (h)    all
Equipment; 
 (i)    all Fixtures; 
 (j)    all General Intangibles; 

(k)    all Goods; 
 (1)    all Instruments; 
 (m)    all
Intellectual Property; 
 (n)    all Inventory; 

(o)    all Investment Property; 
 (p)    all Letter of Credit Rights; 

(q)    all other personal property and rights of every kind and description and interests therein not otherwise
described above; 
 (r)    all books and records pertaining to the Collateral; and 

(s)    to the extent not otherwise included, all Proceeds and products of any and all of the foregoing and, to the
extent not otherwise included, (A) all payments under insurance (whether or not the Administrative Agent is the loss payee thereof) and (B) all tort claims, and all collateral security and Supporting Obligations given by any Person with
respect to any of the foregoing, 
 provided, that the Security Interests granted herein shall not extend to, and the term
“Collateral” (including, without limitation, any defined term comprising a part thereof) shall not include, any Excluded Collateral. 
 SECTION 2.2 Grantors Remain Liable. Anything herein to the contrary notwithstanding: (a) each Grantor shall remain liable to perform all of its duties and obligations under the contracts and
agreements included in the Collateral to the same extent as if this Agreement had not been executed, (b) the exercise by the Administrative Agent of any of its rights hereunder shall not release any Grantor from any of its duties or obligations
under the contracts and agreements included in the Collateral, (c) neither the Administrative Agent nor any other Secured Party shall have any obligation or liability under the contracts and agreements included in the Collateral by reason of
this Agreement, nor shall the Administrative Agent or any other Secured Party be obligated to perform any of the obligations or duties of any Grantor thereunder or to take any action to collect or enforce any claim for payment assigned hereunder,
and (d) neither the Administrative Agent nor any other Secured Party shall have any liability in contract or tort for any Grantor’s acts or omissions. 

  
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 SECTION 2.3 Distributions on Pledged Shares. If any Distribution is made in
contravention of Section 9.6 of the Credit Agreement, such Grantor shall hold the same segregated and in trust for the Administrative Agent until paid to the Administrative Agent in accordance with Section 5.2. 

ARTICLE III 

REPRESENTATIONS AND WARRANTIES 
 To induce the Administrative Agent and the Lenders to enter into the Credit Agreement and to induce the Lenders to make their respective Extensions of Credit to the Borrowers thereunder, each Grantor
hereby represents and warrants to the Administrative Agent and each other Secured Party that: 
 SECTION 3.1 Existence.
Each Grantor is duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation or formation, has the requisite power and authority to own its properties and to carry on its business as now being and
hereafter proposed to be conducted and is duly qualified and authorized to do business in each jurisdiction in which the character of its properties or the nature of its business requires such qualification and authorization except in jurisdictions
where the failure to be so qualified or in good standing could not reasonably be expected to have a Material Adverse Effect. 

SECTION 3.2 Authorization of Agreement. No Conflict. Each Grantor has the right, power and authority and has taken all necessary
corporate and other action to authorize the execution, delivery and performance of this Agreement in accordance with its terms. This Agreement has been duly executed and delivered by the duly authorized officers of each Grantor and this Agreement
constitutes the legal, valid and binding obligation of such Grantor, enforceable in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar state or federal debtor
relief laws from time to time in effect which affect the enforcement of creditors’ rights in general and the availability of equitable remedies. The execution, delivery and performance by the Grantors of this Agreement does not and will not, by
the passage of time, the giving of notice or otherwise, (i) conflict with, result in a breach of or constitute a default under the articles of incorporation, bylaws or other organizational documents of any Grantor, (ii) conflict with,
result in a breach of or constitute a default under any material indenture, agreement or other instrument to which any Grantor is a party or by which any of its properties may be bound or any material Governmental Approval relating to such Grantor
or (iii) result in or require the creation or imposition of any Lien upon or with respect to any property or revenues now owned or hereafter acquired by any Grantor other than Liens arising under the Loan Documents. 

SECTION 3.3 Consents. No approval, consent, exemption, authorization or other action by, or notice to, or filing with, any
Governmental Authority or any other Person is necessary or required in connection with the execution, delivery or performance by, or enforcement against any Grantor or any Issuer of this Agreement, except (a) as may be required by laws
affecting the offering and sale of securities generally, (b) filings with the United States Copyright Office and/or the United States Patent and Trademark Office, (c) filings under the UCC and/or the Assignment of Claims Act, and
(d) those that have been obtained or for which failure to obtain or make could not reasonably be expected to have a Material Adverse Effect. 
 SECTION 3.4 Perfected First Priority Liens. Each financing statement naming any Grantor as a debtor is in appropriate form for filing in the appropriate filing offices of the states specified on
Schedule 3.4. The Security Interests granted pursuant to this Agreement (a) constitute valid security interests in all of the Collateral in favor of the Administrative Agent, for the ratable benefit of the Secured Parties, as collateral
security for the Obligations, and (b): (i) when UCC financing statements containing an adequate description of the Collateral, the correct name of the Grantor and the name of the Administrative Agent shall have been filed in the offices
specified in Schedule 3.4, the Security Interests will constitute perfected security interests in all right, title and interest of such Grantor in the Collateral to the extent that a security interest therein may be perfected by filing
pursuant to the UCC, prior to all other Liens and rights of others therein except for Permitted Liens; (ii) when each Copyright security agreement has been filed with the United States Copyright Office, the Security Interests will constitute
perfected security interests in all right, title and interest of such Grantor in the Intellectual Property therein described, prior to all other Liens and rights of others therein except for Permitted Liens; and (iii) when each Control
Agreement has been executed and delivered to the Administrative Agent, the Security Interests will constitute perfected security interests in all 

  
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right, title and interest of the Grantors in the Deposit Accounts and/or Securities Accounts (as applicable) subject thereto, prior to all other Liens and rights of others therein and subject to
no adverse claims except for Permitted Liens and customary Liens in favor of the depositary at which such Deposit Accounts are maintained. 
 SECTION 3.5 Title. No Other Liens. Except for the Security Interests, each Grantor owns each item of the Collateral free and clear of any and all Liens or claims other than Permitted Liens. No
effective financing statement under the UCC of any state which names a Grantor as debtor or other public notice with respect to all or any part of the Collateral is on file or of record in any public office, except such as have been filed in favor
of the Administrative Agent, for the ratable benefit of the Secured Parties, pursuant to this Agreement or in connection with Permitted Liens. No Collateral is in the possession or Control of any Person asserting any claim thereto or security
interest therein, except that (a) the Administrative Agent or its designee may have possession or Control of Collateral as contemplated hereby, (b) a depositary bank may have Control of a Deposit Account owned by a Grantor at such
depositary bank and a Securities Intermediary may have Control over a Securities Account owned by a Grantor at such Securities Intermediary, in each case subject to the terms of any Control Agreement and to the extent required by Section 4, in
favor of the Administrative Agent, and (c) a bailee, consignee or other Person may have possession of the Collateral as contemplated by, and so long as the applicable Grantors have complied to the satisfaction of the Administrative Agent, with
the applicable provisions of Section 4.6(c). 
 SECTION 3.6 State of Organization; Location of Inventory,
Equipment and Fixtures; other Information. 
 (a) The exact legal name of each Grantor is set forth on Schedule 3.6.
Except as set forth on Schedule 3.6 under such Grantor’s name, during the four months preceding the date hereof, no Grantor has been known by any other legal name, nor has any Grantor been the subject of any merger or other corporate
reorganization. 
 (b) Each Grantor is a Registered Organization organized under the laws of the state identified on Schedule
3.6 under such Grantor’s name. The taxpayer identification number and Registered Organization number of each Grantor is set forth on Schedule 3.6 under such Grantor’s name. 

(c) All Collateral consisting of Inventory, Equipment and Fixtures (whether now owned or hereafter acquired) is (or will be) located at
the locations specified on Schedule 3.6, except (i) as provided in Section 4.6(c), (ii) to the extent such Inventory, Equipment and Fixtures are not subject to the provisions of Section 4.6(c), Inventory,
Equipment and Fixtures in transit or out for repair, or (iii) otherwise permitted hereunder. 
 (d) The mailing address of
each Grantor is specified on Schedule 3.6 under such Grantor’s name. 
 SECTION 3.7 Accounts. The amount
represented by each Grantor to the Administrative Agent as owing by each Account Debtor is, or will be, the correct amount actually and unconditionally owing, except for ordinary cash discounts and allowances in accordance with such Grantor’s
prudent business conduct, as determined by such Grantor. No Account Debtor has any defense, set-off, claim or counterclaim against any Grantor that can be asserted against the Administrative Agent, whether in any proceeding to enforce Administrative
Agent’s rights in the Collateral or otherwise except defenses, setoffs, claims or counterclaims that are not, in the aggregate, material to the value of the Accounts as a whole. None of the Accounts is, nor will any hereafter arising Account
be, evidenced by a promissory note or other Instrument (other than a check) that has not been pledged to the Administrative Agent in accordance with the terms hereof. 
 SECTION 3.8 Chattel Paper. As of the date hereof, no Grantor holds any Chattel Paper in the ordinary course of its business. 

SECTION 3.9 Commercial Tort Claims. As of the date hereof, all Commercial Tort Claims owned by any Grantor are listed on
Schedule 3.9. 
 SECTION 3.10 Deposit Accounts. As of the date hereof, all Deposit Accounts (including, without
limitation, cash management accounts that are Deposit Accounts, but excluding Deposit Accounts that constitute Excluded Collateral) and lockboxes (including the: (a) owner of the account, (b) name and address of financial institution or
securities broker where such accounts are located, (c) account numbers and (d) purpose or use of such account) owned by any Grantor are listed on Schedule 3.10. 

  
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 SECTION 3.1l Intellectual Property. 

(a) As of the date hereof, all Copyright registrations, Copyright applications, issued Patents, Patent applications, Trademark
registrations and Trademark applications owned by any Grantor in its own name on the date hereof is listed on Schedule 3.11. 
 (b) Except as set forth in Schedule 3.11 on the date hereof, none of the Intellectual Property owned by any Grantor is the subject of any written licensing or franchise agreement pursuant to which
such Grantor is the licensor or franchisor, except as could not reasonably be expected to have a Material Adverse Effect. 

SECTION 3.12 Inventory. To the knowledge of each Grantor, none of such Grantor’s Inventory is subject to any licensing,
Patent, Trademark, trade name or Copyright with any Person that restricts any Grantor’s ability to manufacture and/or sell such Inventory. The completion of the manufacturing process of such Inventory by a Person other than the applicable
Grantor would be permitted under any contract to which such Grantor is a party or to which the Inventory is subject. 
 SECTION
3.13 Investment Property; Partnership/LLC Interests. 
 (a) As of the date hereof, all Investment Property (including,
without limitation, Securities Accounts, Commodity Accounts, and cash management accounts that are Investment Property) and all Partnership/LLC Interests owned by any Grantor are listed on Schedule 3.13. 

(b) All Investment Property and all Partnership/LLC Interests issued by any Issuer to any Grantor (i) have been duly and validly
issued and, if applicable, are fully paid and nonassessable (except as such rights may arise under mandatory provisions of applicable statutory law that may not be waived or otherwise agreed and not as a result of any rights contained in any
organizational document), (ii) are beneficially owned as of record by such Grantor and (iii) constitute all the issued and outstanding shares of the Capital Stock of such Issuer issued to such Grantor. 

(c) Other than as disclosed on Schedule 3.13(c) hereto, all of the Partnership/LLC Interests by their terms expressly provide that
they are Securities governed by Article 8 of the UCC. 
 SECTION 3.14 Instruments. As of the date hereof, no Grantor
holds any Instruments or is named a payee of any promissory note or other evidence of indebtedness other than as set forth on Schedule 3.14. 
 SECTION 3.15 Farm Products. As of the date hereof, other than as disclosed on Schedule 3.15 hereto, none of the Collateral constitutes, or is the Proceeds of, Farm Products. 

SECTION 3.16 Government Contracts. As of the date hereof, no Grantor is party to any contract with a Governmental Authority under
which such Governmental Authority, as account debtor, owes a monetary obligation to any Grantor under any account with a value in excess of $100,000, other than as set forth on Schedule 3.16. 

SECTION 3.17 Letter of Credit Rights. 
 (a) As of the date hereof, all Letter of Credit Rights of any Grantor are listed on Schedule 3.17. 
 (b) To the extent it is does not constitute Excluded Collateral, each Grantor shall instruct (and otherwise use its commercially reasonable efforts to cause) each issuer of any letter of credit relating
to any Letter of Credit Rights to provide a legal, valid and enforceable consent of assignment of the Proceeds of such letter of credit to the Administrative Agent and no Grantor has consented to, and is otherwise aware of, any Person (other than
the Administrative Agent pursuant hereto) having control (within the meaning of Section 9-104 of the UCC) over, or any other interest in any of such Grantor’s rights in respect thereof. 

  
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 ARTICLE IV 
 COVENANTS 
 Until the Termination Date, each Grantor covenants and agrees
that: 
 SECTION 4.1 Maintenance of Perfected Security Interest; Further Information. 

(a) Each Grantor shall maintain the Security Interest created by this Agreement as a first priority perfected Security Interest (subject
only to Permitted Liens and except to the extent otherwise provided in the Intercreditor Agreement) and shall defend such Security Interest against the claims and demands of all Persons whomsoever (other than holders of Permitted Liens).
Notwithstanding the foregoing Administrative Agent will not have a first priority perfected security interest in cash not held in Deposit Accounts, and Commercial Tort Claims in an amount less than $250,000. 

(b) Each Grantor will furnish to the Administrative Agent upon the Administrative Agent’s reasonable request statements and
schedules further identifying and describing the assets and property of such Grantor and such other reports in connection therewith as the Administrative Agent may reasonably request, all in reasonable detail. 

SECTION 4.2 Maintenance of Insurance. 
 (a) Each Grantor will maintain, with financially sound and reputable companies, insurance policies (i) insuring the Collateral against loss by fire, explosion, theft, fraud and such other casualties,
including business interruption, as may be reasonably satisfactory to the Administrative Agent in amounts and with deductibles at least as favorable as those generally maintained by businesses of similar size engaged in similar activities and
(ii) insuring such Grantor and the Administrative Agent, for the ratable benefit of the Secured Parties, against liability for hazards, risks and liability to persons and property relating to the Collateral, in amounts and with deductibles at
least as favorable as those generally maintained by businesses of similar size engaged in similar activities, such policies to be in such form and having such coverage as may be reasonably satisfactory to the Administrative Agent. 

(b) All insurance referred to in subsection (a) above shall (i) name the Administrative Agent, for the ratable benefit of the
Secured Parties, as loss payee (to the extent covering risk of loss or damage to tangible property) and as an additional insured as its interests may appear (to the extent covering any other risk), (ii) provide that no cancellation, material
reduction in amount or material change in coverage thereof shall be effective until at least thirty (30) days after receipt by the Administrative Agent of written notice thereof and (iii) be reasonably satisfactory in all other respects to
the Administrative Agent. 
 (c) Upon the reasonable request of the Administrative Agent from time to time, each Grantor shall
deliver to the Administrative Agent and the Lenders periodic information from a reputable insurance broker with respect to the insurance referred to in this Section 4.2. 

SECTION 4.3 Changes in Locations; Changes in Name or Structure. No Grantor will, except upon thirty (30) days’ prior
written notice to the Administrative Agent and delivery to the Administrative Agent of (a) all additional financing statements and other instruments and documents reasonably requested by the Administrative Agent to maintain the validity,
perfection and priority of the Security Interests and (b) if applicable, a written supplement to the Schedules of this Agreement: 
 (i) permit any Deposit Account (other than a Deposit Account that constitutes Excluded Collateral) to be held by or at a depositary bank other than the depositary bank that held such Deposit Account as of
the date hereof as set forth on Schedule 3.10; 
 (ii) permit any Investment Property (other than
Certificated Securities delivered to the Administrative Agent pursuant to Section 4.5) to be held by a Securities Intermediary other than the 

  
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 Securities Intermediary that held such Investment Property as of the date hereof as set
forth on Schedule 3.13; 
 (iii) change its jurisdiction of organization from that identified on
Schedule 3.6; or 
 (iv) change its legal name, identity or corporate or organizational structure.

 SECTION 4.4 Required Notifications. Each Grantor shall promptly notify the Administrative Agent, in writing, of:
(a) any Lien (other than Permitted Liens) on any of the Collateral which would adversely affect the ability of the Administrative Agent to exercise any of its remedies hereunder, (b) the occurrence of any other event which could reasonably
be expected to have a Material Adverse Effect on the aggregate value of the Collateral or on the Security Interests, and (c) the acquisition or ownership by such Grantor of any (i) Commercial Tort Claim in excess of $250,000 and deliver to
the Administrative Agent a written supplement to Schedule 3.9 of this Agreement describing such Commercial Tort Claim, (ii) Deposit Account (other than a Deposit Account that constitutes Excluded Collateral), or (iii) Investment
Property in excess of $250,000 after the date hereof. 
 SECTION 4.5 Delivery Covenants. Each Grantor will deliver and
pledge to the Administrative Agent, for the ratable benefit of the Secured Parties, all Certificated Securities, Partnership/LLC Interests evidenced by a certificate, negotiable Documents, Instruments (in the face amount equal to, or greater than,
$50,000), and Tangible Chattel Paper owned or held by such Grantor, in each case, together with an Effective Endorsement and Assignment and all Supporting Obligations, as applicable, unless such delivery and pledge has been waived in writing by the
Administrative Agent. For the avoidance of doubt, nothing contained in this Section 4.5 is intended to supersede, modify or abrogate the obligations of the Grantors to comply with the requirements of Section 8.14 of the
Credit Agreement. 
 SECTION 4.6 Control Covenants. 

(a) Each Grantor shall instruct (and otherwise use its commercially reasonable efforts to cause), 

(i) each depositary bank (other than the Administrative Agent) holding a Deposit Account (other than a Deposit Account
that constitutes Excluded Collateral) owned by such Grantor (unless (x) such Deposit Account has (and at all times during the term of this Agreement will have) a credit balance of less than $50,000, and (y) such Deposit Account, together
with all other Deposit Accounts for which there is no Control Agreement in effect and for which a Control Agreement would be required to be in effect but for these clauses (x) and (y), has an aggregate credit balance of less than
$200,000) and 
 (ii) each Securities Intermediary holding any Investment Property owned by such Grantor (unless
(x) such Investment Property has (and at all times during the term of this Agreement will have) a value of less than $50,000, and (y) such Investment Property, together with all other Investment Property for which there is no Control
Agreement in effect and for which a Control Agreement would be required to be in effect but for these clauses (x) and (y), has an aggregate value of less than $200,000), 
 to execute and deliver a Control Agreement sufficient to provide the Administrative Agent with Control of such Deposit Account or such Investment Property (as the case may be), providing that no such
depositary bank or Securities Intermediary shall take instructions from the applicable Grantor after notice from the Administrative Agent of the commencement of a Cash Dominion Period (but upon expiration of any Cash Dominion Period the
Administrative Agent shall notify such depositary bank or such Securities Intermediary that the applicable Grantor is once again entitled to give instructions to such depositary bank or Securities Intermediary), and otherwise in form and substance
reasonably satisfactory to the Administrative Agent (any such depositary bank executing and delivering any such Control Agreement, a “Controlled Depositary”, and any such Securities Intermediary executing and delivering any
such Control Agreement, a “Controlled Intermediary”). In the event any such depositary bank or Securities Intermediary refuses to execute and deliver such Control Agreement, the Administrative Agent, in its sole discretion,
may require the applicable Deposit Account and Investment Property to be transferred to the Administrative Agent or a Controlled Depositary or Controlled Intermediary, as applicable. All Deposit Accounts and all Investment Property (other than such
Deposit Accounts and Investment Property that constitute Excluded Collateral) will be maintained with the Administrative Agent or with a Controlled Depository or a Controlled Intermediary, as applicable. 

  
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 (b) Each Grantor will take such actions and deliver all such agreements as are requested by
the Administrative Agent to provide the Administrative Agent with Control of all Letter of Credit Rights and Electronic Chattel Paper owned or held by such Grantor, including, without limitation, with respect to any such Electronic Chattel Paper, by
having the Administrative Agent identified as the assignee on the Record(s) pertaining to the single authoritative copy thereof. 
 (c) If any Collateral (other than Collateral specifically subject to the provisions of Section 4.6(a) and Section 4.6(b)) exceeding in value $250,000 in the aggregate (such
Collateral exceeding such amount, the “Excess Collateral”) is at any time in the possession or control of any consignee, warehouseman, bailee (other than a carrier transporting Inventory to a purchaser in the ordinary course
of business), processor, or any other third party, such Grantor shall notify such Person in writing of the Security Interests created hereby, shall use its commercially reasonable efforts to obtain such Person’s written agreement to hold all
such Collateral for the Administrative Agent’s account subject to the Administrative Agent’s instructions, and shall use its commercially reasonable efforts to cause such Person to issue and deliver to the Administrative Agent warehouse
receipts, bills of lading or any similar documents relating to such Collateral to the Administrative Agent’s together with an Effective Endorsement and Assignment; provided that if such Grantor is not able to obtain such agreement and
cause the delivery of such items, the Administrative Agent, in its sole discretion, may require such Excess Collateral to be moved to another location specified thereby. Further, each Grantor shall perfect and protect such Grantor’s ownership
interests in all Inventory that is Excess Collateral stored with a consignee for more than twelve (12) months against creditors of the consignee by filing and maintaining financing statements against the consignee reflecting the consignment
arrangement filed in all appropriate filing offices, providing any written notices required to notify any prior creditors of the consignee of the consignment arrangement. 
 SECTION 4.7 Filing Covenants. Pursuant to Section 9-509 of the UCC and any other Applicable Law, each Grantor authorizes the Administrative Agent to file or record financing statements and
other filing or recording documents or instruments with respect to the Collateral to perfect as applicable, the Security Interests of the Administrative Agent under this Agreement. Such financing statements may describe the Collateral in the same
manner as described herein or may contain an indication or description of Collateral that describes such property in any other manner as the Administrative Agent may determine, in its sole discretion, is necessary, advisable or prudent to ensure the
perfection of the Security Interest in the Collateral granted herein, including, without limitation, describing such property as “all assets” or “all personal property.” 

SECTION 4.8 Accounts. 
 (a) Other than in the ordinary course of business consistent with prudent business conduct as determined by such Grantor, no Grantor will (i) grant any extension of the time of payment of any
Account, (ii) compromise or settle any Account for less than the full amount thereof, (iii) release, wholly or partially, any Account Debtor, (iv) allow any credit or discount on any Account or (v) amend, supplement or modify any
Account in any manner that could reasonably be likely to adversely affect the value thereof. 
 (b) Each Grantor will deliver to
the Administrative Agent a copy of each material demand, notice or document received by it that questions or calls into doubt the validity or enforceability of any material Account. 

(c) Upon the occurrence and during the continuance of an Event of Default, the Administrative Agent shall have the right to make test
verifications of the Accounts in any manner and through any medium that it reasonably considers advisable, and each Grantor shall furnish all such assistance and information as the Administrative Agent may reasonably require in connection with such
test verifications. At any time and from time to time, upon the Administrative Agent’s request and (i) no more than once per Fiscal Year or at any time after the occurrence and during the continuance of an Event of Default at the expense
of the relevant Grantor or (ii) at any time at the expense of the Lenders, such Grantor shall cause independent public accountants or others satisfactory to the Administrative Agent to furnish to the Administrative Agent reports showing
reconciliations, aging and test verifications of, and trial balances for, the Accounts. 

  
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 SECTION 4.9 Intellectual Property. 

(a) Except as could not reasonably be expected to have a Material Adverse Effect, each Grantor (either itself or through licensees)
(i) will continue to use each registered Trademark (owned by such Grantor) and Trademark for which an application (owned by such Grantor) is pending, to the extent reasonably necessary to maintain such Trademark in full force free from any
claim of abandonment for non-use, (ii) will maintain products and services offered under such Trademark at a level substantially consistent with the quality of such products and services as of the date hereof, (iii) will not (and not
permit any licensee or sublicensee thereof to) do any act or knowingly omit to do any act whereby such Trademark could reasonably be expected to become invalidated or impaired in any way, (iv) will not do any act, or knowingly omit to do any
act, whereby any issued Patent owned by such Grantor would reasonably be expected to become forfeited, abandoned or dedicated to the public, (v) will not (and will not permit any licensee or sublicensee thereof to) do any act or knowingly omit
to do any act whereby any registered Copyright owned by such Grantor or Copyright for which an application is pending (owned by such Grantor) could reasonably be expected to become invalidated or otherwise impaired and (vi) will not (either
itself or through licensees) do any act whereby any material portion of the Copyrights may fall into the public domain. 
 (b)
Except as could not reasonably be expected to have a Material Adverse Effect, each Grantor will notify the Administrative Agent and the Lenders promptly if it knows, or has reason to know, that any application or registration relating to any
Intellectual Property owned by such Grantor shall become forfeited, abandoned or dedicated to the public, or of any adverse final determination regarding such Grantor’s ownership of, or the validity of, any Intellectual Property owned by such
Grantor or such Grantor’s right to register the same or to own and maintain the same. 
 (c) No less frequently than once
per fiscal quarter (for each fiscal quarter in which any new application is made), the Grantors shall provide a report to the Administrative Agent of any new applications for the registration of any Intellectual Property with the United States
Patent and Trademark Office, the United States Copyright Office or any similar office or agency in any other country or any political subdivision thereof, made by the Grantors during such fiscal quarter, whether such application is made by a Grantor
or through any agent, employee, licensee or designee of a Grantor. Upon request of the Administrative Agent, the applicable Grantor shall execute and deliver, and have recorded, any and all agreements, instruments, documents, and papers as the
Administrative Agent may reasonably request to evidence the security interest of the Secured Parties in any Copyright, Patent or Trademark and the goodwill and General Intangibles of such Grantor relating thereto or represented thereby. 

(d) Except as could not reasonably be expected to have a Material Adverse Effect, each Grantor will take all reasonable and necessary
steps, at such Grantor’s sole cost and expense, including, without limitation, in any proceeding before the United States Patent and Trademark Office, the United States Copyright Office or any similar office or agency in any other country or
any political subdivision thereof, to maintain and pursue each application unless Grantor shall reasonably deem it appropriate under the circumstances to pursue such application (and to obtain the relevant registration) and to maintain each
registration of material Intellectual Property, including, without limitation, filing of applications for renewal, affidavits of use and affidavits of incontestability. 
 (e) In the event that any Grantor learns that any material Intellectual Property owned by a Grantor is materially infringed, misappropriated or diluted by a third party, the applicable Grantor shall
(i) at such Grantor’s sole cost and expense, take such actions as such Grantor shall reasonably deem appropriate under the circumstances to protect such Intellectual Property and (ii) if such Intellectual Property is of material
economic value, promptly notify the Administrative Agent after it learns of such infringement, misappropriation or dilution. 

SECTION 4.10 Investment Property; Partnership/LLC Interests. 

(a) Without the prior written consent of the Administrative Agent, no Grantor will (i) vote to enable, or take any other action to
permit, any applicable Issuer to issue any Investment Property or Partnership/LLC Interests, except for such additional Investment Property or Partnership/LLC Interests that will be subject to the Security Interest granted herein in favor of the
Secured Parties, or (ii) enter into any agreement or undertaking in violation of the Credit Agreement. The Grantors will defend the right, title and interest of the Administrative Agent in and to any Investment Property and Partnership/LLC
Interests against the claims and demands of all Persons 

  
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whomsoever. With respect to any Investment Property or Partnership/LLC Interest that is an “uncertificated security” for purposes of the UCC (other than any “uncertificated
securities” credited to a Securities Account), each Grantor shall cause the Issuer of such uncertificated security to either (i) register the Administrative Agent as the registered owner thereof on the books and records of the Issuer or
(ii) execute an uncertificated securities Control Agreement, pursuant to which such Issuer agrees to comply with the Administrative Agent’s instructions with respect to such uncertificated security without further consent by such Grantor.

 (b) If any Grantor shall become entitled to receive or shall receive (i) any Certificated Securities (including, without
limitation, any certificate representing a Distribution), option or rights in respect of the ownership interests of any Issuer, whether in addition to, in substitution of, as a conversion of, or in exchange for, any Investment Property, or otherwise
in respect thereof, or (ii) any sums paid upon or in respect of any Investment Property upon the liquidation or dissolution of any Issuer, such Grantor shall accept the same as the agent of the Secured Parties, hold the same in trust for the
Secured Parties, segregated from other funds of such Grantor, and promptly deliver the same to the Administrative Agent, on behalf of the Secured Parties, in accordance with the terms hereof. 

SECTION 4.11 Equipment. In accordance with prudent business conduct to be determined in Grantor’s sole discretion, each
Grantor will maintain each item of Equipment in good working order and condition (reasonable wear and tear and obsolescence excepted), and generally in accordance with any manufacturer’s manual, and will as quickly as practicable provide all
maintenance, service and repairs reasonably necessary for such purpose and will promptly furnish to the Administrative Agent a statement respecting any material loss or damage to any of the Equipment. 

SECTION 4.12 Government Contracts. Each Grantor shall promptly notify the Administrative Agent, in writing, (i) at the time
of submission of each Borrowing Base Certificate, but in no event less frequently than once per month, if it enters into any contract with a Governmental Authority under which such Government Authority, as account debtor, owes a monetary obligation
in excess of $250,000 per year (aggregating, for such purpose, all such contracts with any single Government Authority) and (ii) no less frequently than once per fiscal quarter, of any Collateral which, to the knowledge of such Grantor,
constitutes a Government Contract at all times when the aggregate amount of monetary obligations owed by Government Authorities, as account debtors, under all Government Contracts with Grantors equals or exceeds $3,000,000 per year. 

SECTION 4.13 Further Assurances. Upon the request of the Administrative Agent and at the sole expense of the Grantors, each
Grantor will promptly and duly execute and deliver, and have recorded, such further instruments and documents and take such further actions as the Administrative Agent may reasonably request for the purpose of obtaining or preserving the full
benefits of this Agreement and of the rights and powers herein granted, including, without limitation, (i) the assignment of any Material Contract, (ii) with respect to Government Contracts, assignment agreements and notices of assignment,
in form and substance satisfactory to the Administrative Agent, duly executed by any Grantors party to such Government Contract in compliance with the Assignment of Claims Act (and/or analogous state Applicable Law), and (iii) all applications,
certificates, instruments, registration statements, and all other documents and papers the Administrative Agent may reasonably request and as may be required by law in connection with the obtaining of any consent, approval, registration,
qualification, or authorization of any Person deemed necessary or appropriate for the effective exercise of any rights under this Agreement. 
 ARTICLE V  
 REMEDIAL PROVISIONS 

SECTION 5.1 General Remedies. If an Event of Default shall occur and be continuing, the Administrative Agent, on behalf of the
Secured Parties, may exercise, in addition to all other rights and remedies granted to them in this 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 or any other Applicable Law. Without limiting the generality of the foregoing, the Administrative Agent, without demand of performance or other demand, presentment, protest, advertisement or notice of any kind (except any notice
required by Applicable Law as referred to below) to or upon 

  
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any Grantor or any other Person (all and each of which demands, defenses, advertisements and notices are hereby waived to the fullest extent permitted by Applicable Law), may in such
circumstances 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 otherwise dispose of and deliver the Collateral or any part
thereof (or contract to do any of the foregoing), in one or more parcels at public or private sale or sales, at any exchange, broker’s board or office of the Administrative Agent or any other Secured Party or elsewhere upon such terms and
conditions as it may deem advisable and at such prices as it may deem best, for cash or on credit or for future delivery without assumption of any credit risk. The Administrative Agent may disclaim all warranties in connection with any sale or other
disposition of the Collateral, including, without limitation, any warranties of title, possession, quiet enjoyment and the like. The Administrative 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 the whole or any part of the Collateral so sold, free of any right or equity of redemption in any Grantor, which right or equity is hereby waived and released. 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. To the fullest extent permitted by Applicable Law, each Grantor waives all claims, damages and demands it may acquire against the Administrative Agent or any other Secured Party arising out of the exercise by them of any rights hereunder
except to the extent any such claims, damages, or demands result solely from the gross negligence or willful misconduct of the Administrative Agent or any other Secured Party, in each case against whom such claim is asserted. If any notice of a
proposed sale or other disposition of Collateral shall be required by law, such notice shall be deemed reasonable and proper if given at least ten (10) days before such sale or other disposition. 

SECTION 5.2 Specific Remedies. (a) The Administrative Agent hereby authorizes each Grantor to collect such Grantor’s
Accounts in the ordinary course of its business; provided that, the Administrative Agent may curtail or terminate such authority at any time after the occurrence and during the continuance of an Event of Default. 

(b) Upon the occurrence and during the continuance of an Event of Default: 

(i) the Administrative Agent may communicate with Account Debtors of any Account and parties to any Material Contract
subject to a Security Interest and, upon the request of the Administrative Agent, each Grantor shall notify (such notice to be in form and substance satisfactory to the Administrative Agent) its Account Debtors and parties to the Material Contracts
subject to a Security Interest that such Accounts and the Material Contracts have been assigned to the Administrative Agent, for the ratable benefit of the Secured Parties; 

(ii) if requested by the Administrative Agent, each Grantor shall forward to the Administrative Agent, on the last
Business Day of each week, deposit slips related to all cash, money, checks or any other similar items of payment received by the Grantor during such week, and, if requested by the Administrative Agent, copies of such checks or any other similar
items of payment, together with a statement showing the application of all payments on the Collateral during such week and a collection report with regard thereto, in form and substance satisfactory to the Administrative Agent; 

(iii) the Administrative Agent may deliver notices and instructions in accordance with Control Agreements covering Deposit
Accounts and/or Securities Accounts. Other than during a Cash Dominion Period, the Administrative Agent may not deliver any notices or instructions in accordance with the Control Agreements covering Deposit Accounts and/or Securities Accounts. In
addition, whenever any Grantor shall receive any cash, money, checks or any other similar items of payment relating to any Collateral (including any Proceeds of any Collateral), subject to the terms of any Permitted Liens, such Grantor agrees that
it will, within one (1) Business Day of such receipt, deposit all such items of payment into the Collateral Account or in a Deposit Account at a Controlled Depositary, and until such Grantor shall deposit such cash, money, checks or any other
similar items of payment in the Collateral Account or in a Deposit Account at a Controlled Depositary, such Grantor shall hold such cash, money, checks or any other similar items of payment in trust for the Secured Parties and as property of the
Secured Parties, and the Administrative Agent shall have the right to transfer or direct the transfer of the balance of each Deposit Account to the Collateral Account. All such Collateral and Proceeds of Collateral received by the


  
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Administrative Agent hereunder shall be held by the Administrative Agent in the Collateral Account as collateral security for all the Obligations and shall not constitute payment thereof until
applied as provided in Section 5.4; 
 (iv) the Administrative Agent shall have the right to receive
any and all cash dividends, payments or other Distributions made in respect of any Investment Property, any Partnership/LLC Interests or any other Proceeds paid in respect of any Investment Property or any Partnership/LLC Interests, and any or all
of any Investment Property or any Partnership/LLC Interests shall be registered in the name of the Administrative Agent or its nominee, and the Administrative Agent or its nominee may thereafter exercise (A) all voting, corporate and other
rights pertaining to such Investment Property or such Partnership/LLC Interests at any meeting of shareholders, partners or members of the relevant Issuers and (B) any and all rights of conversion, exchange and subscription and any other
rights, privileges or options pertaining to such Investment Property or such Partnership/LLC Interests as if it were the absolute owner thereof (including, without limitation, the right to exchange at its discretion any and all of the Investment
Property or any and all of the Partnership/LLC Interests upon the merger, consolidation, reorganization, recapitalization or other fundamental change in the corporate, partnership or company structure of any Issuer or upon the exercise by any
Grantor or the Administrative Agent of any right, privilege or option pertaining to such Investment Property or such Partnership/LLC Interests, and in connection therewith, the right to deposit and deliver any and all of the Investment Property or
any and all of the Partnership/LLC Interests with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as the Administrative Agent may determine), all without liability except to account for
property actually received by it; but the Administrative Agent shall have no duty to any Grantor to exercise any such right, privilege or option and the Administrative Agent and the other Secured Parties shall not be responsible for any failure to
do so or delay in so doing. In furtherance thereof, each Grantor hereby authorizes and instructs each Issuer with respect to any Collateral consisting of Investment Property and Partnership/LLC Interests to (i) comply with any instruction
received by it from the Administrative Agent in writing that (A) states that an Event of Default has occurred and is continuing and (B) is otherwise in accordance with the terms of this Agreement, without any other or further instructions
from such Grantor, and each Grantor agrees that each Issuer shall be fully protected in so complying following receipt of such notice and prior to notice that such Event of Default is no longer continuing, and (ii) except as otherwise expressly
permitted hereby, pay any dividends, payments or other Distributions with respect to any Investment Property or any Partnership/LLC Interests directly to the Administrative Agent; 

(v) the Administrative Agent shall be entitled to (but shall not be required to): (A) proceed to perform any and all
obligations of the applicable Grantor under any Material Contract and exercise all rights of such Grantor thereunder as fully as such Grantor itself could, (B) do all other acts which the Administrative Agent may deem necessary or proper to
protect its Security Interest granted hereunder, provided such acts are not inconsistent with or in violation of the terms of any of the Credit Agreement, the other Loan Documents or Applicable Law, and (C) sell, assign or otherwise transfer
any Material Contract in accordance with the Credit Agreement, the other Loan Documents and Applicable Law, subject, however, to the prior approval of each other party to such Material Contract, to the extent required under the Material Contract;
and 
 (c) Unless an Event of Default shall have occurred and be continuing and the Administrative Agent shall have given notice
to the relevant Grantor of the Administrative Agent’s intent to exercise its corresponding rights pursuant to Section 5.2(b), each Grantor shall be permitted to receive all cash dividends, payments or other Distributions made in
respect of any Investment Property and any Partnership/LLC Interests, to the extent permitted in the Credit Agreement, and to exercise all voting and other corporate, company and partnership rights with respect to any Investment Property and any
Partnership/LLC Interests; provided that, no vote shall be cast or other corporate, company and partnership right exercised or other action taken in violation of the Credit Agreement, this Agreement or any other Loan Document. 

SECTION 5.3 Registration Rights; Further Approvals. (a) Each Grantor recognizes that the Administrative Agent may be unable
to effect a public sale of any or all the Restricted Securities Collateral, by reason of certain prohibitions contained in the Securities Act and applicable state securities laws or otherwise, and may be compelled to resort to one or more private
sales thereof to a restricted group of purchasers which will be 

  
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obliged to agree, among other things, to acquire such securities for their own account for investment and not with a view to the distribution or resale thereof. Each Grantor acknowledges and
agrees that any such private sale may result in prices and other terms less favorable than if such sale were a public sale and, notwithstanding such circumstances, agrees that any such private sale shall be deemed to have been made in a commercially
reasonable manner. The Administrative Agent shall be under no obligation to delay a sale of any of the Restricted Securities Collateral for the period of time necessary to permit the Issuer thereof to register such securities for public sale under
the Securities Act, or under applicable state securities laws, even if such Issuer would agree to do so. 
 (b) Each Grantor
agrees to use its commercially reasonable efforts to do or cause to be done all such other acts as may be necessary to make such sale or sales of all or any portion of the Restricted Securities Collateral valid and binding and in compliance with any
and all other Applicable Laws. Notwithstanding the foregoing, Grantors are not required to register the Restricted Securities Collateral for public sale under the Securities Act or under applicable state securities law. 

(c) In connection with the exercise of the rights and remedies of the Secured Parties, it may be necessary to obtain the prior consent,
waiver or approval of one or more Governmental Authorities to any transfer, assignment or other disposition of Collateral or with respect to the operation of any Collateral (including any Licenses issued by any Governmental Authority), including,
without limitation, the FCC and any applicable PUC. Each Grantor hereby agrees, upon the occurrence and during the continuance of any Event of Default, that it will execute, deliver and file, and hereby appoints (to the extent not prohibited by
Applicable Law) the Administrative Agent as its attorney-in-fact to execute, deliver and file, on each Grantor’s behalf and in the applicable Grantor’s name, all applications, certificates, filings, instruments and other documents
(including, without limitation, an application for an assignment or transfer of control or ownership) that may be necessary or appropriate, in the Administrative Agent’s discretion, to obtain such consents or approvals. Each Grantor further
agrees to take such further action as the Administrative Agent may reasonably request in obtaining such approvals or consents upon and during the continuance of any Default or Event of Default. 

(d) Each Grantor further agrees that a breach of any of the covenants contained in this Section 5.3 will cause irreparable
injury to the Administrative Agent and the other Secured Parties, that the Administrative Agent and the other Secured Parties have no adequate remedy at law in respect of such breach and, as a consequence, that each and every covenant contained in
this Section 5.3 shall be specifically enforceable against such Grantor, and such Grantor hereby waives and agrees to the fullest extent permitted by Applicable Law not to assert any defenses against an action for specific performance of
such covenants except for a defense that no Event of Default has occurred under the Credit Agreement. 
 SECTION 5.4
Application of Proceeds. At such intervals as may be agreed upon in writing by the Borrowers and the Administrative Agent, or, if an Event of Default shall have occurred and be continuing, at any time at the Administrative Agent’s
election, the Administrative Agent may apply all or any part of the Collateral or any Proceeds of the Collateral in payment in whole or in part of the Obligations (after deducting all reasonable costs and expenses of every kind incurred in
connection therewith or incidental to the care or safekeeping of any of the Collateral or in any way relating to the Collateral or the rights of the Administrative Agent and the Lenders hereunder, including, without limitation, reasonable
attorneys’ fees and disbursements) in accordance with Section 10.4 of the Credit Agreement. Only after (i) the payment by the Administrative Agent of any other amount required by any provision of Applicable Law, including,
without limitation, Section 9-610 and Section 9-615 of the UCC and (ii) the payment in full of the Obligations and the termination of the Commitments, shall the Administrative Agent account for the surplus, if any, to any Grantor, or
to whomever may be lawfully entitled to receive the same (if such Person is not a Grantor). 
 SECTION 5.5 Waiver,
Deficiency. Each Grantor hereby waives, to the fullest extent permitted by Applicable Law, all rights of redemption, appraisement, valuation, stay, extension or moratorium now or hereafter in force under any Applicable Law in order to prevent or
delay the enforcement of this Agreement or the absolute sale of the Collateral or any portion thereof. Each Grantor shall remain liable for any deficiency if the proceeds of any sale or other disposition of the Collateral are insufficient to pay its
Obligations and the reasonable fees and disbursements of any attorneys employed by the Administrative Agent or any other Secured Party to collect such deficiency. 

  
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 ARTICLE VI 
 THE ADMINISTRATIVE AGENT 
 SECTION 6.1 Administrative Agent’s
Appointment as Attornev-In-Fact. (a) Each Grantor hereby irrevocably constitutes and appoints the Administrative Agent and any officer or agent thereof, with full power of substitution, as its true and lawful attorney-in-fact with full
irrevocable power and authority in the place and stead of such Grantor and in the name of such Grantor or in its own name, for the purpose of carrying out the terms of this Agreement, to take any and all appropriate action and to execute any and all
documents and instruments which may be necessary or desirable to accomplish the purposes of this Agreement, such power of attorney to be exercised by the Administrative Agent only upon the occurrence and during the continuance of an Event of
Default, and, without limiting the generality of the foregoing, each Grantor hereby gives the Administrative Agent the power and right, on behalf of such Grantor, without notice to or assent by such Grantor, to do any or all of the following upon
the occurrence and during the continuation of an Event of Default: 
 (i) in the name of such Grantor or its own
name, or otherwise, take possession of and indorse and collect any checks, drafts, notes, acceptances or other instruments for the payment of moneys due under any Account or Material Contract subject to a Security Interest or with respect to any
other Collateral and file any claim or take any other action or proceeding in any court of law or equity or otherwise deemed appropriate by the Administrative Agent for the purpose of collecting any and all such moneys due under any Account or
Material Contract subject to a Security Interest or with respect to any other Collateral whenever payable; 

(ii) in the case of any Intellectual Property, execute and deliver, and have recorded, any and all agreements,
instruments, documents and papers as the Administrative Agent may request to evidence the Administrative Agent’s and the Secured Parties’ security interest in such Intellectual Property and the goodwill and General Intangibles of such
Grantor relating thereto or represented thereby; 
 (iii) pay or discharge taxes and Liens levied or placed on or
threatened against the Collateral, effect any repairs or any insurance called for by the terms of this Agreement and pay all or any part of the premiums therefor and the costs thereof; 

(iv) execute, in connection with any sale provided for in this Agreement, any endorsements, assignments or other
instruments of conveyance or transfer with respect to the Collateral; and 
 (v) (A) direct any party liable
for any payment under any of the Collateral to make payment of any and all moneys due or to become due thereunder directly to the Administrative Agent or as the Administrative Agent shall direct; (B) ask or demand for, collect, and receive
payment of and receipt for, any and all moneys, claims and other amounts due or to become due at any time in respect of or arising out of any Collateral; (C) sign and indorse any invoices, freight or express bills, bills of lading, storage or
warehouse receipts, drafts against debtors, assignments, verifications, notices and other documents in connection with any of the Collateral; (D) commence and prosecute any suits, actions or proceedings at law or in equity in any court of
competent jurisdiction to collect the Collateral or any portion thereof and to enforce any other right in respect of any Collateral; (E) defend any suit, action or proceeding brought against such Grantor with respect to any Collateral;
(F) settle, compromise or adjust any such suit, action or proceeding and, in connection therewith, give such discharges or releases as the Administrative Agent may deem appropriate; (G) assign any Copyright, Patent or Trademark (along with
the goodwill of the business to which any such Copyright, Patent or Trademark pertains), for such term or terms, on such conditions, and in such manner, as the Administrative Agent shall in its sole discretion determine; and (H) generally,
sell, transfer, pledge and make any agreement with respect to or otherwise deal with any of the Collateral as fully and completely as though the Administrative Agent were the absolute owner thereof for all purposes, and do, at the Administrative
Agent’s option and such Grantor’s expense, at any time, or from time to time, all acts and things which the Administrative Agent deems necessary to protect, preserve or realize upon the Collateral and the Security Interests of the Secured
Parties therein and to effect the intent of this Agreement, all as fully and effectively as such Grantor might do. 

  
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 (b) If any Grantor fails to perform or comply with any of its agreements contained herein,
the Administrative Agent, at its option, but without any obligation so to do, may perform or comply, or otherwise cause performance or compliance, with such agreement in accordance with the provisions of Section 6.1(a). 

(c) The reasonable expenses of the Administrative Agent incurred in connection with actions taken pursuant to the terms of this
Agreement, together with interest thereon at a rate per annum equal to the highest rate per annum at which interest would then be payable on any category of past due Base Rate Loans under the Credit Agreement, from the date of payment by the
Administrative Agent to the date reimbursed by the relevant Grantor, shall be payable by such Grantor to the Administrative Agent on demand. 
 (d) Each Grantor hereby ratifies all that said attorneys shall lawfully do or cause to be done by virtue hereof in accordance with Section 6.1(a). All powers, authorizations and agencies contained
in this Agreement are coupled with an interest and are irrevocable until this Agreement is terminated and the Security Interests created hereby are released. 
 SECTION 6.2 Duty of Administrative Agent. The sole duty of the Administrative Agent with respect to the custody, safekeeping and physical preservation of the Collateral in its possession, under
Section 9-207 of the UCC or otherwise, shall be to deal with it in the same manner as the Administrative Agent deals with similar property for its own account. Neither the Administrative Agent, any other Secured Party nor any of their
respective officers, directors, employees or agents shall be liable for failure to demand, collect or realize upon any of the Collateral or for any delay in doing so or shall be under any obligation to sell or otherwise dispose of any Collateral
upon the request of any Grantor or any other Person or to take any other action whatsoever with regard to the Collateral or any part thereof. The powers conferred on the Administrative Agent and the other Secured Parties hereunder are solely to
protect the interests of the Administrative Agent, and the other Secured Parties in the Collateral and shall not impose any duty upon the Administrative Agent or any other Secured Party to exercise any such powers. The Administrative Agent and the
other Secured Parties shall be accountable only for amounts that they actually receive as a result of the exercise of such powers, and neither they nor any of their officers, directors, employees or agents shall be responsible to any Grantor for any
act or failure to act hereunder, except for their own gross negligence or willful misconduct. 
 SECTION 6.3 Authority of
Administrative Agent. Each Grantor acknowledges that the rights and responsibilities of the Administrative Agent under this Agreement with respect to any action taken by the Administrative Agent or the exercise or non exercise by the
Administrative Agent of any option, voting right, request, judgment or other right or remedy provided for herein or resulting or arising out of this Agreement shall, as between the Administrative Agent and the Lenders, be governed by the Credit
Agreement and by such other agreements with respect thereto as may exist from time to time among them, but, as between the Administrative Agent and the Grantors, the Administrative Agent shall be conclusively presumed to be acting as agent for the
Secured Parties with full and valid authority so to act or refrain from acting, and no Grantor shall be under any obligation, or entitlement to make any inquiry respecting such authority. 

ARTICLE VII 

MISCELLANEOUS 
 SECTION 7.1 Notices. All notices and communications hereunder shall be given to the addresses and otherwise made in accordance with Section 12.1 of the Credit Agreement; provided
that notices and communications to the Grantors shall be directed to the Grantors, at the address of Holdings set forth in Section 12.1 of the Credit Agreement. 
 SECTION 7.2 Amendments, Waivers and Consents. None of the terms, covenants, agreements or conditions of this Agreement may be amended, supplemented or otherwise modified, nor may they be waived,
nor may any consent be given, except in accordance with Section 12.2 of the Credit Agreement. 

  
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 SECTION 7.3 Expenses, Indemnification, Waiver of Consequential Damages, etc.
(a) Each Grantor, jointly and severally, shall pay all out-of-pocket expenses incurred by the Administrative Agent and each other Secured Party pursuant to, and in accordance with, the applicable provisions of Section 12.3 of the
Credit Agreement. 
 (b) Each Grantor, jointly and severally, shall indemnify each Indemnitee pursuant to, and in accordance
with, Section 12.3 of the Credit Agreement. 
 (c) Notwithstanding anything to the contrary contained in this
Agreement, to the fullest extent permitted by Applicable Law, each Grantor shall not assert, and hereby waives, any claim against any Indemnitee, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to
direct or actual damages) arising out of, in connection with, or as a result of, this Agreement, any other Loan Document or any agreement or instrument contemplated hereby, the transactions contemplated hereby or thereby, any Extension of Credit or
the use of the proceeds thereof. 
 (d) No Indemnitee referred to in this Section 7.3 shall be liable for any
damages arising from the use by unintended recipients of any information or other materials distributed by it through telecommunications, electronic or other information transmission systems in connection with this Agreement or the other Loan
Documents or the transactions contemplated hereby or thereby. 
 (e) Each Grantor agrees to pay, and to save the Administrative
Agent and the other Secured Parties harmless from, any and all liabilities with respect to, or resulting from any such Grantor’s delay in paying, any and all stamp, excise, sales withholding or other taxes which may be payable or determined to
be payable in connection with any of the transactions contemplated by this Agreement. 
 (f) All amounts due under this
Section 7.3 shall be payable promptly after demand therefor. 
 SECTION 7.4 Right of Set Off. If an Event of
Default shall have occurred and be continuing and subject to Section 4.6, each Secured Party and each of its respective Affiliates is hereby authorized at any time and from time to time, to the fullest extent permitted by Applicable Law,
to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held and other obligations (in whatever currency) at any time owing by such Secured Party or any such Affiliate to
or for the credit or the account of such Grantor against any and all of the obligations of such Grantor now or hereafter existing under this Agreement or any other Loan Document to such Secured Party irrespective of whether or not such Secured Party
shall have made any demand under this Agreement or any other Loan Document and although such obligations of such Grantor may be contingent or unmatured or are owed to a branch or office of such Secured Party different from the branch or office
holding such deposit or obligated on such indebtedness. The rights of each Secured Party and its respective Affiliates under this Section are in addition to other rights and remedies (including other rights of set off) that such Secured Party or its
respective Affiliates may have. Each Secured Party agrees to notify such Grantor and the Administrative Agent promptly after any such set off and application; provided that the failure to give such notice shall not affect the validity of such
set off and application. 
 SECTION 7.5 Governing Law; Jurisdiction; Venue; Service of Process, (a) Governing
Law. This Agreement shall be governed by and construed in accordance with the laws of the State of New York (without regard to its conflicts of laws principles). 
 (b) Submission to Jurisdiction. Each Grantor irrevocably and unconditionally submits, for itself and its property, to the nonexclusive jurisdiction of the state and federal courts of the State of
New York sitting in New York County and the United States District Court of the Southern District and any appellate court thereof, in any action or proceeding arising out of or relating to this Agreement or any other Loan Document, or for
recognition or enforcement of any judgment, and each of the parties hereto irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in such New York State court or, to the fullest
extent permitted by Applicable Law, in such Federal court. Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any
other manner provided by Applicable Law. Nothing in this Agreement or in any other Loan Document shall affect any right that the Administrative Agent or any other Secured Party may otherwise have to


  
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bring any action or proceeding relating to this Agreement or any other Loan Document against any Grantor or its properties in the courts of any jurisdiction. 

(c) Waiver of Venue. Each Grantor irrevocably and unconditionally waives, to the fullest extent permitted by Applicable Law, any
objection that it may now or hereafter have to the laying of venue of any action or proceeding arising out of or relating to this Agreement or any other Loan Document in any court referred to in paragraph (b) of this Section. Each of the
parties hereto hereby irrevocably waives, to the fullest extent permitted by Applicable Law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court. 

(d) Service of Process. Each party hereto irrevocably consents to service of process in the manner provided for notices in
Section 12.1 of the Credit Agreement. Nothing in this Agreement will affect the right of any party hereto to serve process in any other manner permitted by Applicable Law. 

(e) Appointment of Holdings as Agent for the Grantors. Each Grantor hereby irrevocably appoints and authorizes Holdings to act as
its agent for service of process and notices required to be delivered under this Agreement or under the other Loan Documents, it being understood and agreed that receipt by Holdings of any summons, notice or other similar item shall be deemed
effective receipt by each Grantor and its Subsidiaries. 
 SECTION 7.6 Waiver of Jury Trial. EACH PARTY HERETO HEREBY
IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT OR THE
TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PERSON HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH
OTHER PERSON WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS BY, AMONG OTHER
THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION. 
 SECTION 7.7 Injunctive Relief. (a) The Grantors
recognize that, in the event the Grantors fail to perform, observe or discharge any of their obligations or liabilities under this Agreement or any other Loan Document, any remedy of law may prove to be inadequate relief to the Administrative Agent
and the other Secured Parties. Therefore, the Grantors agree that the Administrative Agent and the other Secured Parties, at the option of the Administrative Agent and the other Secured Parties, shall be entitled to temporary and permanent
injunctive relief in any such case without the necessity of proving actual damages. 
 (b) The Administrative Agent, the other
Secured Parties and each Grantor hereby agree that no such Person shall have a remedy of punitive or exemplary damages against any other party to a Loan Document and each such Person hereby waives any right or claim to punitive or exemplary damages
that they may now have or may arise in the future in connection with any Dispute, whether such Dispute is resolved through arbitration or judicially. 
 SECTION 7.8 No Waiver by Course of Conduct; Cumulative Remedies. Neither the Administrative Agent nor any other Secured Party shall by any act (except by a written instrument pursuant to
Section 7.2), delay, indulgence, omission or otherwise be deemed to have waived any right or remedy hereunder or to have acquiesced in any Default or Event of Default. No delay or failure to take action on the part of the Administrative
Agent or any other Secured Party in exercising any right, power or privilege hereunder shall operate as a waiver thereof nor shall any single or partial exercise of any such right, power or privilege hereunder shall preclude any other or further
exercise thereof or the exercise of any other right, power or privilege. A waiver by the Administrative Agent or any other Secured Party of any right or remedy hereunder on any one occasion shall not be construed as a bar to any right or remedy
which the Administrative Agent or such other Secured Party would otherwise have on any future occasion. The rights and remedies herein provided are cumulative, may be exercised singly or concurrently and are not exclusive of any other rights or
remedies provided by Applicable Law. 

  
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 SECTION 7.9 Successors and Assigns. The provisions of this Agreement shall be binding
upon and inure to the benefit of each Grantor (and shall bind all Persons who become bound as a Grantor to this Agreement), the Administrative Agent and the other Secured Parties and their respective successors and permitted assigns; except that no
Grantor may assign or otherwise transfer any of its rights or obligations under this Agreement without the prior written consent of the Administrative Agent and the other Lenders (except as otherwise provided by the Credit Agreement). 

SECTION 7.10 Survival of Indemnities. Notwithstanding any termination of this Agreement, the indemnities to which the
Administrative Agent and the other Secured Parties are entitled under the provisions of Section 7.3 and any other provision of this Agreement and the other Loan Documents shall continue in full force and effect and shall protect the
Administrative Agent and the other Secured Parties against events arising after such termination as well as before. 
 SECTION
7.11 Titles and Captions. Titles and captions of Articles, Sections and subsections in, and the table of contents of, this Agreement are for convenience only, and neither limit nor amplify the provisions of this Agreement. 

SECTION 7.12 Severability of Provisions. Any provision of this Agreement or any other Loan Document which is prohibited or
unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective only to the extent of such prohibition or unenforceability without invalidating the remainder of such provision or the remaining provisions hereof or thereof or
affecting the validity or enforceability of such provision in any other jurisdiction. 
 SECTION 7.13 Counterparts. This
Agreement may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and shall be binding upon all parties, their successors and assigns,
and all of which taken together shall constitute one and the same agreement. Delivery of an executed counterpart of a signature page to this Agreement or any document or instrument delivered in connection herewith by facsimile or other electronic
transmission shall be effective as delivery of a manually executed counterpart of this Agreement or such other document or instrument, as applicable. 
 SECTION 7.14 Integration. This Agreement, together with the other Loan Documents, comprises the complete and integrated agreement of the parties on the subject matter hereof and thereof and
supersedes all prior agreements, written or oral, on such subject matter. In the event of any conflict between the provisions of this Agreement and those of any other Loan Document, the provisions of the Credit Agreement shall control;
provided that any provision of any other Loan Document which imposes additional burdens on any Grantor or further restricts the rights of any Grantor or gives the Administrative Agent or the other Secured Parties additional rights shall not
be deemed to be in conflict or inconsistent with this Agreement and shall be given full force and effect. 
 SECTION 7.15
Advice of Counsel; No Strict Construction. Each of the parties represents to each other party hereto that it has discussed this Agreement with its counsel. The parties hereto have participated jointly in the negotiation and drafting of this
Agreement. In the event an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the parties hereto and no presumption or burden of proof shall arise favoring or disfavoring any party by
virtue of the authorship of any provisions of this Agreement. 
 SECTION 7.16 Acknowledgements. (a) Each Grantor hereby
acknowledges that: 
 (i) it has been advised by counsel in the negotiation, execution and delivery of this
Agreement and the other Loan Documents to which it is a party; 
 (ii) it has received a copy of the Credit
Agreement and has reviewed and understands same; 
 (iii) neither the Administrative Agent nor any other Secured
Party has any fiduciary relationship with or duty to any Grantor arising out of or in connection with this Agreement or any of the other Loan Documents, and the relationship between the Grantors, on the one hand, and the Administrative Agent and the
other Secured Parties, on the other hand, in connection herewith or therewith is solely that of debtor and creditor; and 

  
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 (iv) no joint venture is created hereby or by the other Loan Documents or
otherwise exists by virtue of the transactions contemplated hereby or thereby among the Secured Parties or among the Grantors and the Secured Parties. 
 (b) Each Issuer party to this Agreement acknowledges receipt of a copy of this Agreement and agrees to be bound thereby and to comply with the terms thereof insofar as such terms are applicable to it.
Each Issuer agrees to provide such notices to the Administrative Agent as may be necessary to give full effect to the provisions of this Agreement. 
 SECTION 7.17 Releases. (a) On the Termination Date, the Collateral shall be released from the Liens created hereby, and this Agreement and all obligations (other than those expressly stated to
survive such termination) of the Administrative Agent and each Grantor hereunder shall terminate, all without delivery of any instrument or performance of any act by any party, and all rights to the Collateral shall revert to the Grantors. At the
request and sole expense of any Grantor following any such termination, the Administrative Agent shall deliver to such Grantor any Collateral held by the Administrative Agent hereunder, and execute and deliver to such Grantor such documents as such
Grantor shall reasonably request to evidence such termination. 
 (b) If any of the Collateral shall be sold, transferred or
otherwise disposed of by any Grantor in a transaction permitted by the Credit Agreement, then the Administrative Agent, at the request and sole expense of such Grantor, shall execute and deliver to such Grantor all releases or other documents
reasonably necessary or desirable to evidence the release of the Liens created hereby on such Collateral. In the event that all the Capital Stock of any Grantor shall be sold, transferred or otherwise disposed of in a transaction permitted by the
Credit Agreement, then, such Grantor shall be released from its obligations hereunder and, at the request of the Borrowers and at the expense of the Grantor, the Administrative Agent shall deliver to Grantor any such Capital Stock held by the
Administrative Agent hereunder and shall execute and deliver to such Grantor all releases or other documents reasonably necessary to evidence the release of the Liens created hereby on such Capital Stock; provided that the Borrowers shall
have delivered to the Administrative Agent, at least ten (10) Business Days prior to the date of the proposed release, a written request for release identifying the relevant Grantor and the terms of the sale or other disposition in reasonable
detail, including the price thereof and any expenses in connection therewith, together with a certification by the Borrowers stating that such transaction is in compliance with the Credit Agreement and the other Loan Documents. 

SECTION 7.18 Additional Grantors. Each Subsidiary of the Borrowers that is required to become a party to this Agreement pursuant
to Section 8.11 of the Credit Agreement shall become a Grantor for all purposes of this Agreement upon execution and delivery by such Subsidiary of a joinder agreement in form and substance reasonably satisfactory to the Administrative
Agent. 
 SECTION 7.19 All Powers Coupled with Interest. All powers of attorney and other authorizations granted to the
Secured Parties, the Administrative Agent and any Persons designated by the Administrative Agent or any other Secured Party pursuant to any provisions of this Agreement or any of the other Loan Documents shall be deemed coupled with an interest and
shall be irrevocable so long as any of the Obligations remain unpaid or unsatisfied, any of the Commitments remain in effect or the Credit Facility has not been terminated. 
 SECTION 7.20 Intercreditor Agreement. 
 (a) The Liens granted
hereunder in favor of the Administrative Agent for the benefit of the Secured Parties in respect of the Collateral and the exercise of any right related thereto thereby shall be subject, in each case, to the terms of the Intercreditor Agreement.

 (b) In the event there is a conflict or inconsistency between the Intercreditor Agreement and any other Loan Document, the
terms of the Intercreditor Agreement shall control; provided, however, that no reference herein or in any other Loan Document to the Intercreditor Agreement and nothing contained in this Agreement or any other 

  
 -23-









 Loan Documents regarding the relative priority of this Agreement or any other Loan Document vis a vis the
Intercreditor Agreement with regard to inconsistencies between them, is intended to (and expressly does not) grant, provide or otherwise enable any right of action, claim, defense, affirmative defense or reliance by the Grantors (or any of them)
based upon the Intercreditor Agreement, which is solely and expressly intended to apply to the relationship between the Administrative Agent and the Lenders on the one hand and the Notes Collateral Agent, the Trustee and the holders of the Senior
Secured Notes on the other hand. The Grantors have no rights whatsoever as third party beneficiaries under or with respect to the Intercreditor Agreement and notwithstanding anything to the contrary provided in the Intercreditor Agreement, are
required to comply with all of the provisions of the Loan Documents. 
 (c) Notwithstanding anything to the contrary herein, any
provision hereof that requires any Grantor to (i) deliver any Collateral that consists of Pledged Collateral (as defined in the Intercreditor Agreement) that constitutes Second Priority Collateral (as defined in the Intercreditor Agreement) to
the Administrative Agent may be satisfied by the delivery of such Collateral by such Grantor to the Second Priority Agent (as defined in the Intercreditor Agreement) for the benefit of the Second Priority Lenders (as defined in the Intercreditor
Agreement) and the Administrative Agent in its capacity as the First Priority Agent (as defined in the Intercreditor Agreement) for the benefit of the First Priority Lenders (as defined in the Intercreditor Agreement) pursuant to
Section 5.5(b) of the Intercreditor Agreement; or (ii) provide that the Administrative Agent have Control over such Collateral may be satisfied by causing the Second Priority Agent to be provided with Control with respect to such
Collateral of such Grantor for the benefit of the Second Priority Lenders and the Administrative Agent in its capacity as the First Priority Agent for the benefit of the First Priority Lenders pursuant to Section 5.5(b) of the
Intercreditor Agreement. 
 [Signature Pages to Follow] 

  
 -24-









 IN WITNESS WHEREOF, the parties hereto have caused this Collateral Agreement to be executed
under seal by their duly authorized officers, all as of the day and year first written above. 
  

	
	GRANTORS:
	
	 BROADVIEW NETWORKS HOLDINGS, INC.
 BROADVIEW NETWORKS, INC.
 ARC NETWORKS, INC.

BRIDGECOM SOLUTIONS GROUP, INC.
 BRIDGECOM
HOLDINGS, INC.
 A.R.C. NETWORKS, INC.

ATX COMMUNICATIONS, INC.
 ATX LICENSING,
INC.
 ATX TELECOMMUNICATIONS SERVICES OF VIRGINIA, LLC
 BRIDGECOM INTERNATIONAL, INC.
 BROADVIEW NETWORKS OF MASSACHUSETTS, INC.

BROADVIEW NETWORKS OF VIRGINIA, INC.
 BROADVIEW
NP ACQUISITION CORP.
 BV-BC ACQUISITION CORP.
 CORECOMM-ATX, INC.
 CORECOMM COMMUNICATIONS, LLC

DIGICOM, INC.
 EUREKA BROADBAND
CORPORATION
 EUREKA HOLDINGS, LLC

EUREKA NETWORKS, LLC
 EUREKA TELECOM,
INC.
 EUREKA TELECOM OF VA, INC.

INFO-HIGHWAY INTERNATIONAL, INC.
 INFOHIGHWAY
COMMUNICATIONS CORPORATION
 INFOHIGHWAY OF VIRGINIA, INC.
 NEX-I.COM INC.
 OPEN SUPPORT SYSTEMS LLC
 TRUCOM CORPORATION



  

			
	By:	 	




	Name:	 	Michael K. Robinson
	Title:	 	President and CEO of each of the foregoing entities


 [SIGNATURE PAGE TO COLLATERAL AGREEMENT] 







 
			
	ADMINISTRATIVE AGENT:
	
	CIT FINANCE LLC
	By:	 	




	Name:	 	Renee M. Singer
	Title:	 	Managing Director


 [SIGNATURE PAGE TO COLLATERAL AGREEMENT] 







 Schedule 3.4 
 Filing Offices 
  

			
	Name                       
                         	  	Filing
Office                                        
        
	OPEN SUPPORT SYSTEMS LLC	  	Connecticut Secretary of State
	Broadview Networks Holdings, Inc.	  	Delaware Secretary of State
	BV-BC Acquisition Corporation	  	Delaware Secretary of State
	Broadview NP Acquisition Corp.	  	Delaware Secretary of State
	ATX Communications, Inc.	  	Delaware Secretary of State
	Eureka Broadband Corporation	  	Delaware Secretary of State
	Broadview Networks of Massachusetts, Inc.	  	Delaware Secretary of State
	BridgeCom Holdings, Inc.	  	Delaware Secretary of State
	CoreComm Communications, LLC	  	Delaware Secretary of State
	Eureka Holdings, LLC	  	Delaware Secretary of State
	BridgeCom International, Inc.	  	Delaware Secretary of State
	BridgeCom Solutions Group, Inc.	  	Delaware Secretary of State
	ATX Licensing, Inc.	  	Delaware Secretary of State
	Eureka Networks, LLC	  	Delaware Secretary of State
	InfoHighway Communications Corporation	  	Delaware Secretary of State
	CoreComm-ATX, Inc.	  	Delaware Secretary of State
	ATX Telecommunications Services of Virginia, LLC	  	Delaware Secretary of State
	ARC Networks, Inc.	  	Delaware Secretary of State
	nex-i.com inc.	  	New Jersey Division of Commercial Recording
	Broadview Networks, Inc.	  	New York Secretary of State
	TruCom Corporation	  	New York Secretary of State
	Eureka Telecom, Inc.	  	New York Secretary of State
	A.R.C. Networks, Inc.	  	New York Secretary of State
	Digicom, Inc.	  	Ohio Secretary of State
	Info-Highway International, Inc.	  	Texas Secretary of State
	Broadview Networks of Virginia, Inc.,	  	Virginia State Corporation Commission
	Eureka Telecom of VA, Inc.	  	Virginia State Corporation Commission
	InfoHighway of Virginia, Inc.	  	Virginia State Corporation Commission


  
 Sch-1









 Schedule 3.6 
 Legal Name; Jurisdiction of Organization; Taxpayer ID; Mailing Address; 

Chief Executive Office and Other Locations 
  

					
	Name of Obligor/Chief Executive Office and Principal Place of
Business                    	  	Jurisdiction
of Organization	  	Tax ID Number
	 Broadview Networks Holdings, Inc.

800 Westchester Ave., Rye Brook, NY 10573
	  	Delaware	  	11-3310798
			
	 Broadview Networks, Inc.

800 Westchester Ave., Rye Brook, NY 10573
	  	New York	  	16-1401082
			
	 BV-BC Acquisition Corporation

800 Westchester Ave., Rye Brook, NY 10573
	  	Delaware	  	20-5377846
			
	 Broadview NP Acquisition Corp.

800 Westchester Ave., Rye Brook, NY 10573
	  	Delaware	  	51-0402734
			
	 OPEN SUPPORT SYSTEMS LLC

800 Westchester Ave., Rye Brook, NY 10573
	  	Connecticut	  	11-3409972
			
	 ATX Communications, Inc.

800 Westchester Ave., Rye Brook, NY 10573
	  	Delaware	  	13-4078506
			
	 Eureka Broadband Corporation

800 Westchester Ave., Rye Brook, NY 10573
	  	Delaware	  	06-1506004
			
	 Broadview Networks of Virginia, Inc.

800 Westchester Ave., Rye Brook, NY 10573
	  	Virginia	  	06-1596404
			
	 Broadview Networks of Massachusetts, Inc.

800 Westchester Ave., Rye Brook, NY 10573
	  	Delaware	  	11-3448054
			
	 BridgeCom Holdings, Inc.

800 Westchester Ave., Rye Brook, NY 10573
	  	Delaware	  	13-4162965
			
	 CoreComm Communications, LLC

800 Westchester Ave., Rye Brook, NY 10573
	  	Delaware	  	13-4072077
			
	 Eureka Holdings, LLC

800 Westchester Ave., Rye Brook, NY 10573
	  	Delaware	  	20-4453279
			
	 BridgeCom International, Inc.

800 Westchester Ave., Rye Brook, NY 10573
	  	Delaware	  	13-4123985
			
	 BridgeCom Solutions Group, Inc.

800 Westchester Ave., Rye Brook, NY 10573
	  	Delaware	  	13-4123989
			
	 TruCom Corporation

800 Westchester Ave., Rye Brook, NY 10573
	  	New York	  	13-3940714


  
 Sch-2










					
	Name of Obligor/Chief Executive Office and Principal Place of
Business                    	  	Jurisdiction
of Organization	  	Tax ID Number
	 Digicom, Inc.

800 Westchester Ave., Rye Brook, NY 10573
	  	Ohio	  	34-1460777
			
	 CoreComm-ATX, Inc.

800 Westchester Ave., Rye Brook, NY 10573
	  	Delaware	  	23-3060529
			
	 Eureka Telecom, Inc.

800 Westchester Ave., Rye Brook, NY 10573
	  	New York	  	13-3793720
			
	 Eureka Telecom of VA, Inc.

800 Westchester Ave., Rye Brook, NY 10573
	  	Virginia	  	52-2325508
			
	 ATX Licensing, Inc.

800 Westchester Ave., Rye Brook, NY 10573
	  	Delaware	  	23-3039838
			
	 Eureka Networks, LLC

800 Westchester Ave., Rye Brook, NY 10573
	  	Delaware	  	20-3341244
			
	 InfoHighway Communications Corporation

800 Westchester Ave., Rye Brook, NY 10573
	  	Delaware	  	76-0530551
			
	 ATX Telecommunication Services of Virginia, LLC

800 Westchester Ave., Rye Brook, NY 10573
	  	Delaware	  	31-1773888
			
	 InfoHighway of Virginia, Inc.

800 Westchester Ave., Rye Brook, NY 10573
	  	Virginia	  	26-0291600
			
	 A.R.C. Networks, Inc.

800 Westchester Ave., Rye Brook, NY 10573
	  	New York	  	11-3240814
			
	 nex-i.com inc.

800 Westchester Ave., Rye Brook, NY 10573
	  	New Jersey	  	22-3697035
			
	 Info-Highway International, Inc.

800 Westchester Ave., Rye Brook, NY 10573
	  	Texas	  	76-0438543
			
	 ARC Networks, Inc.

800 Westchester Ave., Rye Brook, NY 10573
	  	Delaware	  	11-3464934


  
 Sch-3









 Schedule 3.9 
 Commercial Tort Claims 
 None. 

  
 Sch-4









 Schedule 3.10 
 Deposit Accounts 
  

					
	 Bank
	  	 Entity
	    	 Account Number

	 Citibank, N.A.

1022 Broadway
 Thomwood, NY 10594
	  	Broadview Networks, Inc.	    	38674481
	  	Broadview Networks, Inc.	    	09963276
	  	Broadview Networks, Inc.	    	09963268
	  	Broadview Networks, Inc.	    	39922352
		  	Broadview Networks, Inc.	    	49571189
		  	Broadview Networks, Inc.	    	49571226
		  	Broadview Networks, Inc.	    	9937549378
		  	Broadview Networks, Inc.	    	9937552139
		  	Broadview Networks, Inc.	    	9937555321
		  	Broadview Networks, Inc.	    	9946878237
		  	Bridgecom International, Inc.	    	38674502
		  	Bridgecom International, Inc.	    	49571170
		  	Bridgecom Solutions Group, Inc.	    	68015540
		  	Bridgecom Solutions Group, Inc.	    	38674529
		  	Broadview Networks Holdings, Inc.	    	39920672
		  	CoreComm-ATX, Inc.	    	9973402496
		  	CoreComm-ATX, Inc	    	38675986
		  	Eureka Networks, LLC	    	9975348489
		  	Eureka Networks, LLC	    	38675978
		  	ARC Networks, Inc.	    	9977624678


  
 Sch-5









 Schedule 3.11 
 Intellectual Property 
 1. The listing of Trademarks (as defined in the Collateral
Agreement) should include: (a) the Trademark; (b) Registration Number or Serial Number; (c) the Owner; (d) the Filing Date or the Registration Date (and country in the case of non-US registered Trademarks). 

US Registered Trademarks 
  

											
	 Trademark
	  	 Reg. No.
	 	  	 Reg. Date
	 	  	 Owner

				
	 Broadview Networks
	  	 	2,494,916	  	  	 	10/02/2001	  	  	Broadview Networks Holdings, Inc.
				
	 Eye Design (logo)
	  	 	2,559,668	  	  	 	04/09/2002	  	  	Broadview Networks, Inc.
				
	 Broadspeed
	  	 	2,486,260	  	  	 	09/04/2001	  	  	Broadview Networks, Inc.
				
	 Broadviewnet.com
	  	 	2,828,186	  	  	 	03/30/2004	  	  	Broadview Networks Holdings, Inc.
				
	 NATURAL CONVERGENCE
	  	 	3,199,996	  	  	 	01/23/2007	  	  	Broadview Networks, Inc.
				
	 SILHOUETTE
	  	 	2,957,599	  	  	 	05/31/2005	  	  	Broadview Networks, Inc.
				
	 OFFICESUITE PLUS
	  	 	4,144,049	  	  	 	08/30/2011	  	  	Broadview Networks, Inc.
				
	 OFFICESUITE PLUS INDIVIDUAL
	  	 	4,144,055	  	  	 	05/15/2012	  	  	Broadview Networks, Inc.
				
	 OFFICESUITE PLUS EXECUTIVE
	  	 	4,144,057	  	  	 	05/15/2012	  	  	Broadview Networks, Inc.
				
	 OFFICESUITE
	  	 	4,043,306	  	  	 	10/18/2011	  	  	Broadview Networks, Inc.
				
	 BROADVIEW OFFICESUITE
	  	 	4,176,438	  	  	 	07/17/2012	  	  	Broadview Networks, Inc.
				
	 SILHOUETTE Design & word mark (logo)
	  	 	4,078,255	  	  	 	12/27/2011	  	  	Broadview Networks, Inc.
				
	 Design (logo)
	  	 	4,078,256	  	  	 	12/27/2011	  	  	Broadview Networks, Inc.
				
	 BROADVIEW NETWORKS
	  	 	4,138,173	  	  	 	05/08/2012	  	  	Broadview Networks, Inc.

 Non-US Registered Trademarks 
  

									
	 Country
	  	 Trademark
	  	 Reg. No.
	  	 Reg. Date
	  	 Owner

					
	 UK, Benelux
	  	SILHOUETTE	  	1080715	  	05/25/2011	  	Broadview Networks, Inc.
					
	 Canada
	  	NATURAL CONVERGENCE	  	TMA642000	  	06/15/2005	  	Broadview Networks, Inc.


  
 Sch-6










									
					
	 Canada
	  	SILHOUETTE	  	TMA657192	  	01/24/2006	  	Broadview Networks, Inc.
					
	 Canada
	  	CLOUDVIEW SOLUTIONS	  	App. No. 1526243	  		  	Broadview Networks, Inc.
					
	 UK, Benelux
	  	Design & word mark (logo)	  	1087491	  	07/21/2011	  	Broadview Networks, Inc.
					
	 UK, Benelux
	  	Design (logo)	  	1089699	  	07/25/2011	  	Broadview Networks, Inc.

 2. The listing of Trademark Licenses (as defined in the Collateral Agreement) should include: (a) Name
and Address of Licensee/Licensor; (b) Date; (c) List of each Trademark Licensed/Assigned; and (d) Description of product to which license/assignment applies. 
 None 
 3. The listing of Patents (as defined in the Collateral Agreement) should
include: (a) Country; (b) Patent Number; (c) Issue Date; (d) Owner; and (e) Description 
  

									
	 Country
	    	 Patent No.
	    	 Issue Date
	    	 Owner
	    	 Description

					
	 US
	    	6,661,888 B2	    	12/9/03	    	Open Source
Systems LLC	    	Method for moving telecommunications onto network
					
	 US
	    	6,097,804	    	08/01/2000	    	Broadview Networks, Inc.	    	Method and system for completing a voice connection between first and second voice terminals in a switched telephone network
					
	 US
	    	6,226,289	    	05/01/2001	    	Broadview Networks, Inc.	    	Method and apparatus for dynamically routing calls in an intelligent network
					
	 US
	    	6,236,722	    	05/22/2001	    	Broadview Networks, Inc.	    	Method and system for using TCAP signaling for improved call setup from a virtual switching point
					
	 US
	    	6,493,444	    	10/10/2002	    	Broadview Networks, Inc.	    	Enhanced application telephone network
					
	 US
	    	6,724,876	    	04/20/2004	    	Broadview Networks, Inc.	    	Method and apparatus for effecting telecommunications service features using call control information extracted from a bearer channel in a telecommunications
network
					
	 US
	    	6,766,009	    	07/20/2004	    	Broadview Networks, Inc.	    	Method and system for correlating telephone calls with information delivery
					
	 US
	    	6,839,422	    	01/04/2005	    	Broadview Networks, Inc.	    	Method and apparatus for providing local call treatment discrimination for selected calls on a switched telephone
network


  
 Sch-7










									
					
	 US
	    	7,206,582	    	04/17/2007	    	Broadview Networks, Inc.	    	Method, system, and apparatus for call path reconfiguration
					
	 US
	    	7,289,805	    	10/30/2007	    	Broadview Networks, Inc.	    	Method and system for providing a temporary subscriber identity to a roaming mobile communications device
					
	 US
	    	7,636,431	    	12/22/2009	    	Broadview Networks, Inc.	    	Method and apparatus for subscriber control of an inbound call
					
	 US
	    	8,208,412	    	06/26/2012	    	Broadview Networks, Inc.	    	Method and system for network address translation (NAT) traversal of real time protocol (RTP) media
					
	 Canada
	    	2539527	    	05/17/2011	    	Broadview Networks, Inc.	    	System and method for providing a temporary subscriber identity to a roaming mobile communications device
					
	 Canada
	    	2515326	    	10/12/2010	    	Broadview Networks, Inc.	    	Method, system and apparatus for call path reconfiguration
					
	 Canada 
	    	2349125	    	06/28/2005	    	Broadview Networks, Inc.	    	Method and apparatus for effecting telecommunications service features using call control information extracted from a bearer channel in a telecommunications
network
					
	 Canada 
	    	2300653	    	09/09/2003	    	Broadview Networks, Inc.	    	Enhanced application telephone network
					
	 Canada
	    	2270601	    	05/28/2002	    	Broadview Networks, Inc.	    	Method and system for using TCAP signaling for improved call setup from a virtual switching point
					
	 Canada 
	    	2225937	    	12/04/2001	    	Broadview Networks, Inc.	    	Method and system for completing a voice connection between first and second voice terminals in a switched telephone network
					
	 Canada
	    	2216620	    	06/25/2002	    	Broadview Networks, Inc.	    	Method and apparatus for dynamically routing calls in an intelligent network
					
	 Europe
	    	EP1018271	    	01/09/2004	    	Broadview Networks, Inc.	    	Method and Apparatus for Dynamically Routing Calls in an Intelligent Network
					
	 Great Britain
	    	GB2464247	    	04/14/2010	    	Broadview Networks, Inc.	    	Method and system for dynamic call anchoring
					
	 Mexico
	    	MX217558	    		    	Broadview Networks, Inc.	    	Method and System for Improved Call Setup
					
	 Mexico
	    	MX218335	    		    	Broadview Networks, Inc.	    	Method and Apparatus for Dynamically Routing Calls in an Intelligent Network


  
 Sch-8










									
	 Mexico
	  	MX220616	  		  	Broadview Networks, Inc.	  	Method and System for Completing a Voice Connection Between First and Second Voice Terminals in a Switched Telephone Network
					
	 International
	  	WO/1999/016256	  	04/01/1999	  	Broadview Networks, Inc.	  	Method and Apparatus for Dynamically Routing Calls in an Intelligent Network

 4. The listing of Patent (as defined in the Collateral Agreement) applications should include: (a)
Country; (b) Application Number (c) Filing Date; (d) Owner; and (e) Description 
  

									
	 Country
	  	 App No.
	  	 Filing Date
	  	 Owner
	  	 Description

	 US
	  	11/461,649	  	08/01/2006	  	Broadview Networks, Inc.	  	Method and system for directed call establishment to facilitate the provision of enhanced communications services
					
	 US
	  	11/424,930	  	06/19/2006	  	Broadview Networks, Inc.	  	METHOD AND SYSTEM FOR A COMMUNICATIONS SESSION JOIN FUNCTION TO FACILITATE THE PROVISION OF ENHANCED COMMUNICATIONS SERVICES
					
	 US
	  	11/833,332	  	08/03/2007	  	Broadview Networks, Inc.	  	METHOD AND SYSTEM FOR DYNAMIC CALL ANCHORING
					
	 US
	  	12/305,763	  	01/08/2008	  	Broadview Networks, Inc.	  	METHOD AND SYSTEM FOR MEDIATED CODEC NEGOTIATION
					
	 Canada
	  	2674098	  	12/28/2007	  	Broadview Networks, Inc.	  	Method and system for network address translation (NAT) traversal of real time protocol (RTP) media
					
	 Canada
	  	2594944	  	07/25/2007	  	Broadview Networks, Inc.	  	Method and system for directed call establishment to facilitate the provision of enhanced communications services
					
	 Canada
	  	2561013	  	03/23/2005	  	Broadview Networks, Inc.	  	Method and apparatus for subscriber control of an inbound call
					
	 Europe
	  	EP2116007	  	12/28/2007	  	Broadview Networks, Inc.	  	Method and system for network address translation (NAT) traversal of real time protocol (RTP) media
					
	 Europe
	  	EP2052567	  	07/25/2007	  	Broadview Networks, Inc.	  	Method and System for Directed Call Establishment to Facilitate the Provision of Enhanced Communications Services
					
	 Europe
	  	EP1730941	  	03/23/2005	  	Broadview Networks, Inc.	  	Method and System for Subscriber Control of an Inbound Call
					
	 Europe
	  	EP1703760	  	03/14/2006	  	Broadview Networks, Inc.	  	Method and System for Providing a Temporary Subscriber Identity to a Roaming Mobile Communications Device


  
 Sch-9










									
					
	 Great Britain
	  	1018271 UK	  		  	Broadview Networks, Inc.	  	Method and Apparatus for Dynamically Routing Calls in an Intelligent Network

 5. The listing of Patent Licenses (as defined in the Collateral Agreement) should include: (a) Name
and Address of Licensee/Licensor; (b) Date; (c) List of each Patent Licensed/Assigned; and (d) Description of product to which license/assignment applies 
 None 
 6. The listing of Copyrights (as defined in the Collateral Agreement)
should include: (a) Registration Number; (b) Registration Date; (c) Title as listed in Registration; and d) Copyright Registrant. 
  

					
	 a) TX7551257
	  	b) 06/13/2012	  	c) OfficeSuite Quick Reference Guide 24 Key IP Phone d) Broadview Networks, Inc
			
	 a) TX7551238
	  	b) 06/13/2012	  	c) OfficeSuite Quick Reference Guide 5220 IP Phone d) Broadview Networks, Inc
			
	 a) TX7551164
	  	b) 06/12/2012	  	c) OfficeSuite Installation Guide d) Broadview Networks, Inc
			
	 a) TX7550213
	  	b) 06/11/2012	  	c) How Employees and Support Staff Can Quickly and Easily Manage Their Cloud-Based Phone Solution d) Broadview Networks, Inc
			
	 a) TX7549496
	  	b) 06/09/2012	  	c) OfficeSuite Best Practices Guide d) Broadview Networks, Inc
			
	 a) TX7545401
	  	b) 05/15/2012	  	c) OfficeSuite USB Phone Quick Start Guide d) Broadview Networks, Inc
			
	 a) TX7542693
	  	b) 05/18/2012	  	c) OfficeSuite ACD Tenant Administrator Reference Guide d) Broadview Networks, Inc
			
	 a) TX7542628
	  	b) 05/18/2012	  	c) 5 Considerations When Picking a Cloud-Based Phone Provider d) Broadview Networks, Inc
			
	 a) TX7540885
	  	b) 05/14/2012	  	c) OfficeSuite Softphone Quick Start Guide d) Broadview Networks, Inc
			
	 a) TX7538746
	  	b) 05/04/2012	  	c) OfficeSuite Quick Reference Guide 5304 IP Phone d) Broadview Networks, Inc
			
	 a) TX7538551
	  	b) 05/04/2012	  	c) OfficeSuite Quick Reference Guide 5340 IP Phone d) Broadview Networks, Inc
			
	 a) TX7533561
	  	b) 04/19/2012	  	c) Broadview FrontLine E-mail Security d) Broadview Networks, Inc
			
	 a) TX7533133
	  	b) 04/19/2012	  	c) OfficeSuite Quick Start Guide for Users d) Broadview Networks, Inc


  
 Sch-10










					
	 a) TX7532906
	  	b) 04/18/2012	  	c) OfficeSuite Administrator Quick Reference Guide d) Broadview Networks, Inc
			
	 a) TX7532616
	  	b) 04/17/2012	  	c) OfficeSuite Quick Reference Guide d) Broadview Networks, Inc
			
	 a) TX7532532
	  	b) 04/17/2012	  	c) OfficeSuite Administrator Reference Guide d) Broadview Networks, Inc
			
	 a) TX7532174
	  	b) 04/16/2012	  	c) 6 Ways to Immediately Improve Your Customer Experience d) Broadview Networks, Inc
			
	 a) TX7503485
	  	b) 02/08/2012	  	c) OFFICESUITE Website d) Broadview Networks, Inc
			
	 a) TX7502047
	  	b) 02/08/2012	  	c) Master Website d) Broadview Networks, Inc
			
	 a) TX7558409
	  	b) 05/19/2012	  	c) Improving Your Business Operations with a Cloud-Based Hosted Phone System
	d) Broadview Networks, Inc.
			
	 a) TX7559006
	  	b) 07/02/2012	  	c) Broadview FrontLine Managed Firewall d) Broadview Networks, Inc.
			
	 a) TX7559026
	  	b) 07/02/20112	  	c) Broadview Frontline d) Broadview Networks, Inc.
			
	 a) TX3509284
	  	b) 03/12/1993	  	c) ATX Telecommunications Services 3/1993 general marketing brochure d) ATX
	Telecommunications Services of Virginia, LLC

 7. The listing of Copyright Licenses (as defined in the Collateral Agreement) should include:
(a) Name and Address of Licensee/Licensor; (b) Date; (c) Work Licensed or Assigned. 
 None 

  
 Sch-11









 Schedule 3.13 
 Investment Property and Partnership/LLC Interests 
 Schedule 3.13(a) — Securities
Accounts (including cash management accounts that are Investment Property) and Uncertificated Securities: 
  

											
	 Entity / Grantor
	 	Type of
Account	 	Name	 	Address	 	Account
Number	 	Account Name
	Broadview Networks, Inc.	 	Securities
account	 	UBS Financial
Services Inc.	 	709 Westchester
Avenue, 4th floor
White Plains, NY
10604	 	WP 31503 24	 	Pledged Account

 Schedule 3.13(b) — Certificated Securities: 

 

					
	 Name
	  	 Shares Issued
	  	 Owner

			
	 BV-BC Acquisition Corporation
	  	100 shares	  	Broadview Networks Holdings, Inc.
			
	 Broadview NP Acquisition Corp.
	  	1,000 shares	  	Broadview Networks Holdings, Inc.
			
	 Broadview Networks, Inc.
	  	1,000 shares	  	Broadview Networks Holdings, Inc.
			
	 BridgeCom Holdings, Inc.
	  	1,190,000 shares	  	BV-BC Acquisition Corporation
			
	 BridgeCom International, Inc.
	  	1,000 shares	  	BridgeCom Holdings, Inc.
			
	 TruCom Corporation
	  	8,000,000 shares	  	BridgeCom Holdings, Inc.
			
	 BridgeCom Solutions Group, Inc.
	  	1,000 shares	  	BridgeCom International, Inc.
			
	 Broadview Networks of Massachusetts, Inc.
	  	100 shares	  	Broadview Networks, Inc.
			
	 Broadview Networks of Virginia, Inc.
	  	5,000 shares	  	Broadview Networks, Inc.
			
	 Digicom, Inc.
	  	750 shares	  	CoreComm Communications, LLC
			
	 CoreComm-ATX, Inc.
	  	1,500 shares	  	CoreComm Communications, LLC
			
	 ATX Licensing, Inc.
	  	1,000 shares	  	CoreComm-ATX, Inc.
			
	 A.R.C. Networks, Inc.
	  	200 shares	  	InfoHighway Communications Corporation
			
	 Eureka Broadband Corporation
	  	1,000 shares	  	Broadview Networks Holdings, Inc.
			
	 Eureka Telecom, Inc.
	  	100 shares	  	Eureka Holdings, LLC


  
 Sch-12










					
	 Name
	  	 Shares Issued
	  	 Owner

			
	 Eureka Telecom of VA, Inc.
	  	100 shares	  	Eureka Holdings, LLC
			
	 InfoHighway Communications Corporation
	  	1,000 shares	  	Eureka Holdings, LLC
			
	 InfoHighway of Virginia, Inc.
	  	5,000 shares	  	InfoHighway Communications Corporation
			
	 ATX Communications, Inc.
	  	972,500 shares	  	Broadview Networks Holdings, Inc.
			
	 Eureka Holdings, LLC
	  	100 units	  	Eureka Broadband Corporation
			
	 Eureka Networks, LLC
	  	100 units	  	Eureka Holdings, LLC
			
	 Info-Highway International, Inc.
	  	4,923,461 shares	  	InfoHighway Communications Corporation
			
	 ARC Networks, Inc.
	  	9,530,760 shares	  	InfoHighway Communications Corporation
			
	 nex-i.com inc.
	  	100 shares	  	InfoHighway Communications Corporation

 Schedule 3.13(c) — Uncertificated Partnership/LLC Interests: 

ATX Telecommunications Services of Virginia, LLC 
 CoreComm Communications, LLC 
 Open Support Systems LLC 

  
 Sch-13









 Schedule 3.14 
 Instruments 
 None. 

  
 Sch-14









 Schedule 3.15 
 Farm Products 
 None. 

  
 Sch-15









 Schedule 3.16 
 Government Contracts 
  

									
	 Company
	  	AGENCY	 	Contract Name	  	Contract #	  	Term
	 Infohighway / Broadview
	  	New York Office of General
 Services

(OGS)
	 	Comprenhenive
Telecommunications
Services	  	PS63100
Group 77017
Award 20268	  	Sept. 2017 
	 SUNY Downstate Medical
	  		 		  		  	
	 Lower Eastside Service
	  		 		  		  	
	 Eastport S Manor Central Jr Srs
	  		 		  		  	
	 Queens College
	  		 		  		  	
	 College Of New Rochelle
	  		 		  		  	
	 Brookhaven Memorial Hospital
	  		 		  		  	
	 City Of Long Beach
	  		 		  		  	
	 Huntington UFSD
	  		 		  		  	
	 The Center for Family Support
	  		 		  		  	
	 NYSED/VESID
	  		 		  		  	
	 Town of Greenburgh
	  		 		  		  	
	 Corp. for Supportive Housing
	  		 		  		  	
	 NYC Transit
	  		 		  		  	
	 Patchogue Medford Library
	  		 		  		  	
	 United Cerebral Palsy
	  		 		  		  	
	 Queens Health Network - Elmhurst Hospital Ctr
	  		 		  		  	
	 Queens Health Network - Queens Hospital Center
	  		 		  		  	
	 North Patchogue Fire Dept
	  		 		  		  	
	 Jewish Institute of Queens
	  		 		  		  	
	 The General Theological Seminary
	  		 		  		  	


  
 Sch-16










	
	 Services for the Underserved

	 Morningside Retirement & Health Services

	 NY Foundling Hosp

	 WNET.Org

	 Connetquot School District

	 NYC Montessouri Charter

	 Dr Richard Izquierdo Charter School

	 Fort Greene Council


  

									
	 Broadview Networks
	  	General Services Administration	  	GSA	  	GS 35F0348x	  	Nov. 2016
	 Customers:
	  	(GSA) Federal / State / Local Gov.	  		  		  	
	 City of Camden Housing Authoruty
	  		  		  		  	

  

													
	 Broadview Networks
	  	NJEDge / NJIT	  	Voice TDM services	  	 	RFP - 12-71	  	  	 	Oct. 2015	  
		  		  		  				  	 
 	renewal
2017	  
  
	Customer Name	  	Billing Address	  	Customer ID	  				  			
	 Atlantic County Community College
	  	5100 Black Horse Pke, Mays	  	100220972	  				  			
		  	Landing NJ 08330	  		  				  			
	 Bergen Community College
	  	400 Paramus Rd, Room B110	  	100226091	  				  			
		  	Room B110, Paramus NJ 07652	  		  				  			
	 Bergen Community College-L
	  	400 Paramus Rd, Room A222	  	1083944504	  				  			
		  	Room A222, Paramus NJ 07652	  		  				  			
	 Burlington County College
	  	1 High St, Mount Holly NJ 08060	  	1244789135	  				  			
	 Burlington County College
	  	601 Pemberton Browns Mills Rd,	  	100220877	  				  			
		  	PEMBERTON NJ 08068	  		  				  			
	 County College of Morris
	  	214 Center Grove Rd, randolph NJ	  	100221168	  				  			
		  	07869	  		  				  			
	 Cumberland County College
	  	3322 College Dr, Vineland NJ	  	721897859	  				  			
		  	08362	  		  				  			
	 Essex County College
	  	303 University Av Info. Tech,	  	100222274	  				  			
		  	Newark NJ 07102	  		  				  			


  
 Sch-17










									
	 Georgian Court University
	  	900 Lakewood Av, Lakewood NJ	  	100220981	  		  	
		  	08701	  		  		  	
	 Mercer County Comm College
	  	PO Box B, Trenton NJ 08690	  	352202394	  		  	
	 Middlesex County College
	  	2600 Woodbridge Av, JLC 209 JLC	  	100222709	  		  	
		  	209, Edison NJ 08818	  		  		  	
	 New Jersey Institute of Technology
	  	322 Martin Luther King Jr Blvd	  	100226689	  		  	
		  	Telecom — 105 Cullimore Hall,	  		  		  	
		  	Newark NJ 07102	  		  		  	
	 Ocean County College
	  	PO BOX 2001 College Dr, Toms	  	100217659	  		  	
		  	River NJ 08754	  		  		  	
	 Passaic County Community College
	  	1 College Blvd, FL 4 FL 4,	  	100222214	  		  	
		  	Paterson NJ 07505	  		  		  	
	 Passaic Valley Regional High School #1
	  	100 E Main St, Little Falls NJ	  	100219982	  		  	
		  	07424	  		  		  	
	 Rutgers State University of New Jersey
	  	409 North 4th Street, Camden NJ	  	1244783978	  		  	
		  	08102	  		  		  	
	 Warren County Community College
	  	475 Route 57 W, Washington NJ	  	1244791751	  		  	
		  	07882	  		  		  	
	 Montclair University
	  	1 Normal Ave Montclair, NJ 07043	  	1244798122	  		  	

  

											
		  	New York Office of General	  		  		  			
	 ARC Networks
	  	Services	  	Comprenhenive	  	PT64466	  	 	May-20	  
					
		  	(OGS)	  	Telecommunications	  	Group 77018	  			
					
		  		  	Services Equipment	  	Award 21350	  			
		  		  	and Solutions	  		  			

  

									
					
	 ARC Networks
	  	General Services Administration	  	GSA	  	# GS-35F-005X	  	Dec. 2015
		  	(GSA) Federal / State / Local Gov.	  		  		  	


  
 Sch-18










													
	 ARC Networks
	  	Roosevelt Schools	  	 	Roosevelt S.D. -	  	  	Contract #
2207.50	 	 	pending	  
		  		  				  	completion	  

  

					
	 Broadview Networks (RFP team)
	  	 RFP/Bid#
	  	 Term

	 The Columbia Association
	  	12-77	  	Jun-15
	 City of Allentown
	  	2010-60	  	Jul-13
	 Harford Community College
	  	11P-005	  	Jul-14
	 Mercer County Technical Schools
	  	1011-02	  	Nov-13
	 City of Reading, PA
	  	3002-11	  	Oct-14
	 First National Bank of Ipswitch
	  	3/8/10	  	Jan-14
	 Hoboken Housing Authority
	  	2/11/10	  	Aug-14
	 Survey Technology and Research
	  	1/26/10	  	Aug-13
	 Town of Greenwich
	  	6690	  	Jun-13
	 Franklin Township (NJ)
	  	B10-27GS	  	Aug-14
	 St. Joseph’s University
	  	12/1/09	  	Jun-13
	 Franklin Mint, The
	  	11/9/09	  	Nov-13
	 City of Philadelphia
	  	S0Z55950	  	Sep-12
	 Genesis Healthcare
	  	MPLS, Internet	  	Aug-15
	 Council Rock School District
	  	Basic and Advanced Telecommunications Services	  	Mar-13


  
 Sch-19










					
	 Jersey City Housing Authority
	  	PRIs,MPLS,DIA, POTs	  	Aug-14
	 Lafayette College
	  	PRIs,LD,POTs	  	Mar-13
	 Montgomery County Community College
	  	PRIs, POTs	  	Nov-12
	 The PA School for the Deaf
	  	PRIs,DIA,POTs	  	Jan-13


  
 Sch-20









 Schedule 3.17 
 Letter of Credit Rights 
 None. 

  
 Sch-21