exv4w17



 





Exhibit 4.17





 









 






EXECUTION COPY




 

 








SECURITY AGREEMENT




dated as of August 23, 2006




by and among




BROADVIEW NETWORKS HOLDINGS, INC.,

and certain of its Subsidiaries,

as Grantors,




in favor of




THE BANK OF NEW YORK,

as Collateral 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
	 	 	7	 
	 
	 	 	 	 	 	 	 	 
	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
	 	 	9	 
	 
	 	 	 	 	 	 	 	 
	ARTICLE III REPRESENTATIONS AND WARRANTIES	 	 	9	 
	 

	 	SECTION 3.1
	 	Existence
	 	 	9	 
	 

	 	SECTION 3.2
	 	Authorization of Agreement; No Conflict
	 	 	9	 
	 

	 	SECTION 3.3
	 	Consents
	 	 	10	 
	 

	 	SECTION 3.4
	 	Perfected First Priority Liens
	 	 	10	 
	 

	 	SECTION 3.5
	 	Title, No Other Liens
	 	 	10	 
	 

	 	SECTION 3.6
	 	State of Organization; Location of Inventory, Equipment and
Fixtures; other Information
	 	 	11	 
	 

	 	SECTION 3.7
	 	Accounts
	 	 	11	 
	 

	 	SECTION 3.8
	 	Chattel Paper
	 	 	11	 
	 

	 	SECTION 3.9
	 	Commercial Tort Claims
	 	 	11	 
	 

	 	SECTION 3.10
	 	Deposit Accounts
	 	 	11	 
	 

	 	SECTION 3.11
	 	Intellectual Property
	 	 	12	 
	 

	 	SECTION 3.12
	 	Inventory
	 	 	12	 
	 

	 	SECTION 3.13
	 	Investment Property; Partnership/LLC Interests
	 	 	12	 
	 

	 	SECTION 3.14
	 	Instruments
	 	 	12	 
	 

	 	SECTION 3.15
	 	Farm Products
	 	 	12	 
	 

	 	SECTION 3.16
	 	Government Contracts
	 	 	12	 
	 

	 	SECTION 3.17
	 	Letter of Credit Rights
	 	 	13	 
	 
	 	 	 	 	 	 	 	 
	ARTICLE IV COVENANTS	 	 	13	 
	 

	 	SECTION 4.1
	 	Maintenance of Perfected Security Interest; Further Information
	 	 	13	 
	 

	 	SECTION 4.2
	 	Maintenance of Insurance
	 	 	13	 






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TABLE OF CONTENTS

(continued)




	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Page
	 
	 	 	 	 	 	 	 	 
	 

	 	SECTION 4.3
	 	Changes in Locations; Changes in Name or Structure
	 	 	14	 
	 

	 	SECTION 4.4
	 	Required Notifications
	 	 	14	 
	 

	 	SECTION 4.5
	 	Delivery Covenants
	 	 	15	 
	 

	 	SECTION 4.6
	 	Control Covenants
	 	 	15	 
	 

	 	SECTION 4.7
	 	Filing Covenants
	 	 	16	 
	 

	 	SECTION 4.8
	 	Accounts
	 	 	17	 
	 

	 	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 COLLATERAL AGENT	 	 	23	 
	 

	 	SECTION 6.1
	 	Collateral Agent’s Appointment as Attorney-In-Fact
	 	 	23	 
	 

	 	SECTION 6.2
	 	Duty of Collateral Agent
	 	 	25	 
	 

	 	SECTION 6.3
	 	Authority of Collateral Agent
	 	 	25	 
	 
	 	 	 	 	 	 	 	 
	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
	 	 	28	 






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TABLE OF CONTENTS

(continued)




	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Page
	 
	 	 	 	 	 	 	 	 
	 

	 	SECTION 7.8
	 	No Waiver by Course of Conduct; Cumulative Remedies
	 	 	28	 
	 

	 	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
	 	 	29	 
	 

	 	SECTION 7.13
	 	Counterparts
	 	 	29	 
	 

	 	SECTION 7.14
	 	Integration
	 	 	29	 
	 

	 	SECTION 7.15
	 	Advice of Counsel; No Strict Construction
	 	 	30	 
	 

	 	SECTION 7.16
	 	Acknowledgements
	 	 	30	 
	 

	 	SECTION 7.17
	 	Releases
	 	 	30	 
	 

	 	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 3.6
	 	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







iv









 







NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY, THE LIEN AND SECURITY INTEREST GRANTED TO THE
COLLATERAL AGENT PURSUANT TO THIS AGREEMENT AND THE EXERCISE OF ANY RIGHT OR REMEDY BY THE
COLLATERAL 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 SECURITY AGREEMENT, dated as of August 23, 2006 (as amended, restated, supplemented or
otherwise modified from time to time, this “Agreement”), is made by BROADVIEW NETWORKS
HOLDINGS, INC., a Delaware corporation (the “Company”), certain of the Company’s
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 the Company and such
Subsidiaries, the “Grantors”), in favor of THE BANK OF NEW YORK (“BNY”), as
Collateral Agent (in such capacity, the “Collateral Agent”) for the ratable benefit of the
Secured Parties (as defined below).



STATEMENT OF PURPOSE




     The Company and the other Grantors and BNY, as Collateral Agent and as trustee (in such capacity,
the “Trustee”), have entered into an Indenture, dated as of the date hereof (as amended,
restated, supplemented or otherwise modified from time to time, the “Indenture”), pursuant
to which (i) the Company is issuing $210,000,000 of its 113/8% Senior Secured
Notes due 2012 (together with any additional notes that may be issued by the Company from time to
time thereunder or exchanged therefor or for such additional notes, the “Notes”); (ii) the
Grantors (other than the Company) have guaranteed the payment by the Company of its Obligations
under the Notes, the Indenture and the Collateral Agreements; and (iii) each Grantor has agreed to
become parties hereto to secure its Obligations under the Indenture, the Notes or its Guarantee, as
the case may be, and the Collateral Agreement to which it is a party.



     It is a condition precedent to the purchase by the initial Holder of the Notes that are to be
issued by the Company that the Grantors shall have executed and delivered this Agreement to the
Collateral Agent, for the ratable benefit of itself, the Holders and the Trustee (collectively, the
“Secured Parties”).



     The Collateral Agent, the Trustee, The CIT Group/Business Credit, Inc. and the Grantors have
entered into that certain Intercreditor Agreement, dated as of the date hereof (as amended,
restated, supplemented or otherwise modified from time to time, the “Intercreditor
Agreement”), which agreement, among other things, sets forth, as between the First Priority
Agent (as defined therein) and BNY in its capacity as the Trustee, the Collateral Agent and the
Second Priority Agent (as defined therein), the relative priority of their respective Liens on the
Collateral and their rights with respect thereto.



Collateral Agreement





 









 








     NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged by the parties hereto, and to induce the Collateral Agent and the Trustee to
serve in such respective capacities and enter into the Indenture and the Collateral Agreements and
to induce the Holders to purchase and/or hold the Notes, each Grantor hereby agrees with the
Collateral 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 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 Indenture 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 the Company which hereafter becomes a Grantor
pursuant to Section 7.18 (as required pursuant to Section 4.14 of the Indenture).



     “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).



     “Applicable Law” means all applicable provisions of constitutions, laws, statutes,
ordinances, rules, treaties, regulations, permits, licenses, approvals, interpretations and orders
of courts or Governmental Authorities and all orders and decrees of all courts and arbitrators.



     “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.



Security Agreement





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     “BNY” has the meaning set forth in the Preamble of this Agreement.



     “Collateral” has the meaning assigned thereto in Section 2.1.



     “Collateral Account” means any collateral account established by the Collateral Agent as
provided in Section 5.2.



     “Collateral Agent” has the meaning set forth in the Preamble of this Agreement.



     “Commitments” means, collectively, the Revolving Credit Commitment, the L/C Commitment and
the Swingline Commitment.



     “Company” has the meaning set forth in the Preamble of this Agreement.



     “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”.



     “Control Agreement” has the meaning assigned thereto in Section 4.6.



     “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.



     “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 as may be (i)
necessary to perfect or improve the perfection of a security interest in such Collateral in favor
of the Collateral Agent and (ii) if the Credit Agreement is then in effect, consistent with such



Security Agreement





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endorsements, assignments and other instruments of transfer reasonably requested by the
Administrative Agent under the Collateral Agreement (as defined in the Credit Agreement) with
respect to the Security Interest granted in such Collateral, and in each case, in form and
substance satisfactory to the Collateral 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.



     “Governmental Approvals” means all authorizations, consents, approvals, permits, licenses
and exemptions of, registrations and filings with, and reports to, all Governmental Authorities.



     “Governmental Authority” means the government of the United States or any other nation, or
of any political subdivision thereof, whether state or local, and any agency, authority,
instrumentality, regulatory body, court, central bank or other entity exercising executive,
legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to
government (including the FCC or any applicable PUC).



     “Grantors” has the meaning set forth in the Preamble of this Agreement.



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



     “Indenture Documents” means the Indenture, the Notes, the Guarantees, this Agreement and
the other Collateral Agreements.



     “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.



Security Agreement





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



     “Material Adverse Effect” means a material adverse effect on (a) the condition (financial
or otherwise), results of operation, assets, liabilities (contingent or otherwise), properties,
solvency, business, management or value of the Company and its Restricted Subsidiaries, taken as a
whole, (b) the ability of any Grantor to perform its obligations under any Indenture Document to
which it is a party in any material respect or (c) the rights and remedies of any Secured Party
under any Indenture Document in any material respect.



     “Material Contract” means (a) any contract or other agreement, written or oral, of any
Grantor involving monetary liability of or to any such Person in an amount in excess of $1,000,000
per annum, or (b) any other contract or agreement, written or oral, of any Grantor the failure to
comply with which or the termination of which could reasonably be expected to have a Material
Adverse Effect.



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



     “Obligations” means with respect to (i) the Company, its Obligations (as defined in the
Indenture) under the Notes, the Indenture and the Collateral Agreements to which the Company is a
party, and (ii) any Guarantor, its Obligations (as defined in the Indenture) under its Guarantee,
the Indenture and the Collateral Agreements to which such Guarantor is a party.



     “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.



Security Agreement





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     “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 with respect to which the
registration thereof under the provisions of the Securities Act is necessary in order for the
Collateral Agent to exercise its right to sell all or any portion thereof.



     “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 Indenture.



     “Termination Date” means the earliest to occur of the date on which (a) all Obligations of
the Grantors shall have been paid in full in cash; (b) the Company shall have exercised its Legal
Defeasance option or Covenant Defeasance option described in Section 8.01 of the Indenture in
accordance with the terms of the Indenture; and (c) the satisfaction and discharge of the Indenture
occurs in accordance with Section 8.02 thereof.



     “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 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.



     “Trigger Event” means (a) the occurrence of any Event of Default that shall continue
unremedied for at least three (3) Business Days, or (b) a Default of the type described in clause
(7) of Section 6.01 of the Indenture shall occur.



Security Agreement





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



     “UCC” means the Uniform Commercial Code as in effect in the State of New York, as amended
or modified from time to time.



     SECTION 1.3 Other Definitional Provisions. Terms defined in the Indenture and not otherwise
defined herein shall have the meaning assigned thereto in the Indenture. With reference to this
Agreement and each other Indenture Document, unless otherwise specified herein or in such other
Indenture 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 Indenture Documents are included
for convenience of reference only and shall not affect the interpretation of this Agreement or any
other Indenture 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.



ARTICLE II




SECURITY INTEREST




     SECTION 2.1 Grant of Security Interest. Each Grantor hereby grants, pledges and
collaterally assigns to the Collateral 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:



Security Agreement




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     (a) all Accounts;




     (b) all cash and currency;




     (c) all Chattel Paper;




     (d) all Commercial Tort Claims identified on Schedule 3.9;




     (e) all Deposit Accounts;




     (f) all Documents;




     (g) all Equipment;




     (h) all Fixtures;




     (i) all General Intangibles;




     (j) all Goods;




     (k) all Instruments;




     (1) all Intellectual Property;




     (m) all Inventory;




     (n) all Investment Property;




     (o) all Letter of Credit Rights;




     (p) the Escrow Account and the Escrow Property (as defined in the Escrow Agreement);




     (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
Collateral Agent is the loss payee thereof) and (B) all tort claims, and all collateral security
and Supporting Obligations (as now or hereafter defined in the UCC) 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” 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



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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 Collateral 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 Collateral 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 Collateral 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
Collateral Agent nor any other Secured Party shall have any liability in contract or tort for any
Grantor’s acts or omissions.




     SECTION 2.3 Distributions on Pledged Shares. If any Distribution is made in contravention
of Section 4.10 of the Indenture, such Grantor shall hold the same segregated and in trust for the
Collateral Agent until paid to the Collateral Agent in accordance with Section 5.2.



ARTICLE III




REPRESENTATIONS AND WARRANTIES




     To induce the Collateral Agent and the Trustee to serve in such respective capacities and enter
into the Indenture and the Collateral Agreements and to induce the Holders to purchase and/or hold
the Notes, each Grantor hereby represents and warrants to the Collateral 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



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Lien upon or with respect to any property or revenues now owned or hereafter acquired by any
Grantor other than Liens arising under the Indenture 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,
(d) except for any regulatory filings that may be required in connection with the foreclosure of
any Liens and (e) 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 3.6. The Security Interests granted pursuant to this Agreement (a)
constitute valid security interests in all of the Collateral in favor of the Collateral 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 Collateral Agent shall have been filed in the offices
specified in Schedule 3.6, 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 Collateral Agent, the Security Interests will constitute perfected security interests in all
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 to secure customary fees payable in respect of the
maintenance of such Deposit Accounts, overdrafts and advances by such depositary in honoring
checks, drafts or similar instruments deposited by the applicable Grantor and made in favor of such
Grantor by third-parties.



     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 Collateral 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 Collateral 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



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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 Collateral 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 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 as
provided in Section 4.6(c) or 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 Collateral 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 Collateral Agent, whether in
any proceeding to enforce Collateral 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
Collateral 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



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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.




     SECTION 3.11 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 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. 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



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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 has obtained a legal,
valid and enforceable consent of each issuer of any letter of credit relating to any Letter of
Credit Rights to the assignment of the Proceeds of such letter of credit to the Collateral Agent
and no Grantor has consented to, and is otherwise aware of, any Person (other than the Collateral
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.



ARTICLE IV




COVENANTS




     To induce the Collateral Agent and the Trustee to serve in such respective capacities and enter
into the Indenture and the Collateral Agreements and to induce the Holders to purchase and/or hold
the Notes, each Grantor hereby covenants and agrees, until the Termination Date, to the Collateral
Agent and each other Secured Party 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 set forth 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
Collateral 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 Collateral Agent upon the Collateral 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 Collateral 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 Collateral
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
Collateral Agent, for the ratable benefit of the Secured Parties, against liability



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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 Collateral Agent.




     (b) All insurance referred to in subsection (a) above shall (i) name the Collateral 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 Collateral Agent of written notice thereof and (iii) be reasonably satisfactory in
all other respects to the Collateral Agent.



     (c) Each Grantor shall deliver to the Collateral Agent information from a reputable insurance
broker with respect to the insurance referred to in this Section 4.2 on such dates as it is
required to cause to be delivered to the Trustee an Opinion of Counsel pursuant to Section 12.03(b)
of the Indenture.



     SECTION 4.3 Changes in Locations; Changes in Name or Structure. No Grantor will, except
upon thirty (30) days’ prior written notice to the Collateral Agent and delivery to the Collateral
Agent of (a) evidence that all additional financing statements and other instruments and documents
as may be necessary to maintain the validity, perfection and priority of the Security Interests
have been filed or otherwise recorded and (b) if applicable, a written supplement to the Schedules
of this Agreement:




     (i) permit any Deposit Account (other than a Deposit Account that constitute 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 Collateral
Agent pursuant to Section 4.5) to be held by a Securities Intermediary other than the
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 Collateral
Agent, in writing, of: (a) any Lien (other than Permitted Liens) on any of the Collateral which
would adversely affect the ability of the Collateral 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 Collateral Agent (A) evidence that all additional financing statements
and other instruments and documents as may be necessary to maintain the validity, perfection and
priority of the Security Interests therein have been filed or otherwise recorded and



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(B) a written supplement to Schedule 3.9 of this Agreement, (ii) Deposit Account (other than a
Deposit Account that constitute 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 Collateral
Agent, for the ratable benefit of the Secured Parties, all Certificated Securities, Partnership/LLC
Interests evidenced by a certificate, negotiable Documents, Instruments, 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 Collateral Agent.



     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 Collateral Agent) holding a Deposit Account (other than a
Deposit Account that constitute Excluded Collateral) owned by such Grantor (unless (x) such Deposit
Account has 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 $500,000) and




     (ii) each Securities Intermediary holding any Investment Property (other than Investment Property
that constitutes Excluded Collateral) owned by such Grantor (unless (x) such Investment Property
has 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 $500,000),


to execute and deliver (in the case of such Deposit Accounts and such Investment Property existing
on the date of this Agreement, by no later than thirty (30) days after the date of this Agreement,
a control agreement (a “Control Agreement”), sufficient to provide the Collateral 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 Collateral Agent of the occurrence of any Trigger Event (but if,
after the occurrence of any Trigger Event, no Trigger Event shall be continuing during any period
of 30 consecutive days, then, at the end of such 30-day period, the Collateral 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 (i) if the Credit Agreement is then in effect, the
Administrative Agent and the Collateral Agent and (ii) if the Credit Agreement is not then in
effect, the Collateral 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”). The Collateral Agent
and the Grantors agree to cooperate with each other so that each depositary bank and Securities




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Intermediary that is required to enter into a Control Agreement does so by the time specified in
this Section 4.6. In the event any such depositary bank or Securities Intermediary refuses
to execute and deliver such Control Agreement, such Grantor shall cause the applicable Deposit
Account or Investment Property to be transferred to a Controlled Depositary or Controlled
Intermediary, as applicable.




     (b) Each Grantor will take such actions and deliver all such agreements as may be necessary to
provide the Collateral Agent with Control of all Letter of Credit Rights and Electronic Chattel
Paper owned or held by such Grantor that have an aggregate value in excess of $250,000, including,
without limitation, with respect to any such Electronic Chattel Paper, by having the Collateral
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 Collateral Agent’s account subject to the Collateral Agent’s instructions, and
shall use its commercially reasonable efforts to cause such Person to issue and deliver to the
Collateral Agent warehouse receipts, bills of lading or any similar documents relating to such
Collateral to the Collateral 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 Collateral 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 or to be
stored with a consignee against creditors of the consignee for more than twelve (12) months of the
consignment arrangement 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.



     (d) Notwithstanding anything to the contrary in this Section 4.6 or any other provision of this
Agreement, (i) the Trustee shall (A) act as the agent of the Collateral Agent  with
respect to the Security Interests granted by the Company in the Escrow Account and the Escrow
Property (as defined in the Escrow Agreement) and (B) be entitled to all of the rights and benefits
that inure to the Collateral Agent in its capacity as such hereunder or under any other Indenture
Document; (ii) the Company shall cause the Trustee to have Control over the Escrow Account and the
Escrow Property pursuant to the Escrow Agreement; and (iii) the Company shall maintain the Escrow
Account in accordance with the terms of the Escrow Agreement.



     SECTION 4.7 Filing Covenants. Each Grantor shall file or record financing statements and
other filing or recording documents or instruments with respect to the Collateral as may be
necessary to perfect or continue the perfection of, as applicable, the Security Interests of the
Collateral Agent under this Agreement having the priority contemplated under Section
4.1(a). Pursuant to Section 9-509 of the UCC and any other Applicable Law, each Grantor
authorizes



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the Collateral 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 Collateral Agent under this Agreement having the priority contemplated under Section 4.1
(a); provided, that the Collateral Agent shall be under no obligation to do so and such
authorization in any event shall not relieve such Grantor of its obligations under the immediately
preceding sentence. 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 (i) as “all assets” or “all personal property” or (ii) in any other manner as may be
necessary to ensure the perfection of the Security Interest in the Collateral granted herein.




     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 Collateral 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.



     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 Collateral Agent 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



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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 Collateral 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. The applicable Grantor shall execute and deliver, and have recorded, any and all
agreements, instruments, documents, and papers as may be necessary to evidence and perfect 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 Collateral Agent after it
learns of such infringement, misappropriation or dilution.



     SECTION 4.10 Investment Property; Partnership/LLC Interests.



     (a) 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 Indenture. The Grantors will defend the right, title and interest of the
Collateral Agent in and to any Investment Property and Partnership/LLC Interests against the claims
and demands of all Persons whomsoever.



     (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



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Parties, hold the same in trust for the Secured Parties, segregated from other funds of such
Grantor, and promptly deliver the same to the Collateral 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 Collateral 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 Collateral Agent,
in writing, (i) 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. 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 may be necessary for the purpose of obtaining or preserving the
full benefits of this Agreement and of the rights and powers herein granted in favor of the
Collateral Agent, 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 Collateral 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 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 by the Collateral Agent under this
Agreement.



ARTICLE V




REMEDIAL PROVISIONS




     SECTION 5.1 General Remedies. If an Event of Default shall occur and be continuing, the
Collateral 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 Collateral
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 any
Grantor or any other Person (all and each of which demands, defenses,



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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 Collateral 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 Collateral 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 Collateral Agent or any other Secured Party shall have the right upon any such public sale or
sales, and, to the extent permitted by law, upon any such private sale or sales, to purchase 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
Collateral Agent’s request, to assemble the Collateral and make it available to the Collateral
Agent at places which the Collateral 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 Collateral 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 Collateral
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 Collateral Agent hereby authorizes each Grantor to
collect such Grantor’s Accounts in the ordinary course of its business; provided that, the
Collateral 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 Collateral Agent may communicate with Account Debtors of any Account subject to a Security
Interest and, upon the request of the Collateral Agent, each Grantor shall notify (such notice to
be in form and substance satisfactory to the Collateral 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 Collateral Agent, for the ratable benefit of the Secured Parties;




     (ii) if requested by the Collateral Agent, each Grantor shall forward to the Collateral 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
Collateral 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 Collateral Agent;



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     (iii) the Collateral Agent may deliver such notices and instructions in accordance with Control
Agreements covering Deposit Accounts and/or Securities Accounts. (Prior to the occurrence and
continuance of a Trigger Event, the Collateral 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 Collateral 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 Collateral
Agent hereunder shall be held by the Collateral 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 Collateral 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 Collateral Agent or its nominee, and the Collateral 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 (but not the
obligation) 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 Collateral 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 Collateral Agent may determine), all without liability except to
account for property actually received by it; but the Collateral Agent shall have no duty to any
Grantor to exercise any such right, privilege or option and the Collateral 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 Collateral Agent in writing that (A) states that an



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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 Collateral
Agent;




     (v) the Collateral 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 Collateral Agent may deem necessary or proper to protect its Security Interest granted
hereunder; provided, that such acts are not inconsistent with or in violation of the terms
of any of the Indenture, of the other Indenture Documents or Applicable Law, and (C) sell, assign
or otherwise transfer any Material Contract in accordance with the Indenture, the other Indenture
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 Collateral Agent shall
have given notice to the relevant Grantor of the Collateral 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 Indenture, 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 Indenture, this Agreement or any other Indenture Document.



     SECTION 5.3 Registration Rights; Further Approvals. (a) Each Grantor recognizes that the
Collateral 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 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 Collateral 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



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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 Collateral 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 to obtain such consents or approvals.



     (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 Collateral Agent and the other Secured Parties, that
the Collateral 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.



     SECTION 5.4 Application of Proceeds. If an Event of Default shall have occurred and be
continuing, at any time at the Collateral Agent’s election, the Collateral 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 in accordance with Section 6.10 of the Indenture.



     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 Collateral Agent or any other Secured Party to collect such deficiency.



ARTICLE VI




THE COLLATERAL AGENT




     SECTION 6.1 Collateral Agent’s Appointment as Attorney-In-Fact. (a) Each Grantor hereby
irrevocably constitutes and appoints the Collateral 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



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appropriate action and to execute any and all documents and instruments which may be necessary to
accomplish the purposes of this Agreement, such power of attorney to be exercised by the Collateral
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 Collateral 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 Collateral 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 may be necessary to evidence the Collateral
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 Collateral Agent or as the
Collateral 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 Collateral 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



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the Collateral 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 Collateral Agent were the absolute owner thereof for all purposes, and
do, at the Collateral Agent’s option and such Grantor’s expense, at any time, or from time to time,
all acts and things which the Collateral 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.



     (b) If any Grantor fails to perform or comply with any of its agreements contained herein, the
Collateral 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 Collateral 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 rate of interest then accruing on the Notes, from the date of payment by the Collateral
Agent to the date reimbursed by the relevant Grantor, shall be payable by such Grantor to the
Collateral 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 Collateral Agent. The sole duty of the Collateral 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
Collateral Agent deals with similar property for its own account. Neither the Collateral 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 Collateral Agent and the other
Secured Parties hereunder are solely to protect the interests of the Collateral Agent, and the
other Secured Parties in the Collateral and shall not impose any duty upon the Collateral Agent or
any other Secured Party to exercise any such powers. The Collateral 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 Collateral Agent. Each Grantor acknowledges that the rights and
responsibilities of the Collateral Agent under this Agreement with respect to any action taken by
the Collateral Agent or the exercise or non exercise by the Collateral 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 Collateral Agent and the other Secured



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Parties, be governed by the Indenture and by such other agreements with respect thereto as may
exist from time to time among them, but, as between the Collateral Agent and the Grantors, the
Collateral 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 11.02 of the Indenture; provided
that notices and communications to the Grantors shall be directed to the Grantors, at the address
of the Company set forth in Section 11.02 of the Indenture.



     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 Article Nine of the Indenture.



     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 Collateral
Agent and each other Secured Party pursuant to, and in accordance with, the applicable provisions
of Section 7.07 of the Indenture.



     (b) Each Grantor, jointly and severally, shall indemnify each Indemnitee pursuant to, and in
accordance with, Section 7.07 of the Indenture.



     (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 Indenture Document or any agreement or instrument contemplated
hereby, the transactions contemplated hereby or thereby, any Note 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 Indenture Documents or the transactions contemplated hereby or thereby.



     (e) Each Grantor agrees to pay, and to save the Collateral 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.



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     (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,
the Collateral Agent and the Trustee is hereby authorized at any time and from time to time, to the
fullest extent permitted by Applicable Law, to set off and apply in accordance with Section 6.10 of
the Indenture any and all deposits (general or special, time or demand, provisional or final, in
whatever currency) at any time held by such Secured Party for the account of such Grantor against
any and all of the Obligations of such Grantor now or hereafter existing to the Secured Parties
irrespective of whether or not such Secured Party shall have made any demand under this Agreement
or any other Indenture 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 such Secured
Party under this Section are in addition to other rights and remedies (including other rights of
set off) that such Secured Party or any of its respective Affiliates may have. Each such Secured
Party agrees to notify such Grantor 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.



     (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 Indenture 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 Indenture Document shall affect any right
that the Collateral Agent or any other Secured Party may otherwise have to bring any action or
proceeding relating to this Agreement or any other Indenture 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
Indenture 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.



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     (d) Service of Process. Each party hereto irrevocably consents to service of process in the
manner permitted by Applicable Law.



     (e) Appointment of the Company as Agent for the Grantors. Each Grantor hereby irrevocably
appoints and authorizes the Company to act as its agent for service of process and notices required
to be delivered under this Agreement or under the other Indenture Documents, it being understood
and agreed that receipt by the Company 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
INDENTURE 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 INDENTURE
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 Indenture Document, any remedy of law may prove to be inadequate relief to the
Collateral Agent and the other Secured Parties. Therefore, the Grantors agree that the Collateral
Agent and the other Secured Parties, at the option of the Collateral 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 Collateral 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 Indenture
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 Collateral
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 Collateral 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
Collateral Agent or any other Secured Party of any right or remedy hereunder on any one



Security Agreement





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occasion shall not be construed as a bar to any right or remedy which the Collateral 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.




     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 Collateral 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 Collateral
Agent and the other Secured Parties (except as otherwise provided by the Indenture).



     SECTION 7.10 Survival of Indemnities. Notwithstanding any termination of this Agreement,
the indemnities to which the Collateral 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 Indenture
Documents shall continue in full force and effect and shall protect the Collateral 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
Indenture 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 Indenture 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 Indenture Document,
the provisions of the Indenture shall control; provided that any provision of any other
Indenture Document which imposes additional burdens on any Grantor or further restricts the rights
of any Grantor or gives the Collateral Agent or the other Secured Parties



Security Agreement





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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. Each Grantor hereby acknowledges that:




     (a) it has been advised by counsel in the negotiation, execution and delivery of this Agreement and
the other Indenture Documents to which it is a party;




     (b) it has received a copy of the Indenture and has reviewed and understands same;




     (c) neither the Collateral 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
Indenture Documents, and the relationship between the Grantors; on the one hand, and the Collateral
Agent and the other Secured Parties, on the other hand, in connection herewith or therewith is
solely that of debtor and creditor; and




     (d) no joint venture is created hereby or by the other Indenture 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.



     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 Collateral 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 Collateral Agent shall deliver to such Grantor any Collateral
held by the Collateral 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 Indenture, then the Collateral Agent, at the request and sole
expense of such Grantor, 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 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 Indenture, then, at the request of the Company and at the expense
of the Grantors, such Grantor shall be released from its obligations hereunder; provided
that the Company shall have delivered to the Collateral 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,



Security Agreement





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including the price thereof and any expenses in connection therewith, together with a certification
by the Company stating that such transaction is in compliance with the Indenture and the other
Indenture Documents.




     SECTION 7.18 Additional Grantors. Each Subsidiary of the Company that is required to become
a party to this Agreement pursuant to Section 4.14 of the Indenture 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 Collateral Agent.



     SECTION 7.19 All Powers Coupled with Interest. All powers of attorney and other
authorizations granted to the Secured Parties, the Collateral Agent and any Persons designated by
the Collateral Agent or any other Secured Party pursuant to any provisions of this Agreement or any
of the other Indenture 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 Collateral 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 of any direct conflict between the express terms and provisions of this Agreement
and of the Intercreditor Agreement, the terms and provisions of the Intercreditor Agreement shall
control.



     (c) Notwithstanding anything to the contrary herein, any provision hereof that requires any Grantor
to (i) cause the Collateral Agent to have Lien in, Control over or possession of any Capital Stock
of any Subsidiary of the Company regardless of whether such Capital Stock consists of
Partnership/LLC Interests or Investment Property shall be deemed ineffective; (ii) deliver any
Collateral that consists of Pledged Collateral (as defined in the Intercreditor Agreement) that
constitutes First Priority Collateral (as defined in the Intercreditor Agreement) to the Collateral
Agent may be satisfied by the delivery of such Collateral by such Grantor to the First Priority
Agent for the benefit of the First Priority Lenders (as defined in the Intercreditor Agreement) and
the Collateral Agent in its capacity as the Second Priority Agent for the benefit of the Second
Priority Lenders (as defined in the Intercreditor Agreement) pursuant to Section 5.5(a) of the
Intercreditor Agreement; or (iii) provide that the Collateral Agent have Control over such
Collateral may be satisfied by causing the First Priority Agent to be provided with Control with
respect to such Collateral of such Grantor for the benefit of the First Priority Lenders and the
Collateral Agent in its capacity as the Second Priority Agent for the benefit of the Second
Priority Lenders pursuant to Section 5.5(a) of the Intercreditor Agreement.



[Signature Pages to Follow]




Security Agreement





-31-









 








     IN WITNESS WHEREOF, the parties hereto have caused this Security 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.

 	 
	 	By:  	/s/ Corey Rinker
 	 
	 	 	Name:  	Corey Rinker 	 
	 	 	Title:  	CFO 	 
	 
	 	BROADVIEW NETWORKS, INC.

 	 
	 	By:  	/s/ Corey Rinker
 	 
	 	 	Name:  	Corey Rinker 	 
	 	 	Title:  	CFO 	 
	 
	 	BROADVIEW NETWORKS OF MASSACHUSETTS, INC.

 	 
	 	By:  	/s/ Corey Rinker
 	 
	 	 	Name:  	Corey Rinker 	 
	 	 	Title:  	CFO 	 
	 
	 	BROADVIEW NETWORKS OF VIRGINIA,

INC.

 	 
	 	By:  	/s/ Corey Rinker
 	 
	 	 	Name:  	Corey Rinker 	 
	 	 	Title:  	CFO 	 
	 



 









 








	 	 	 	 	 
	 	BRIDGECOM INTERNATIONAL, INC.

 	 
	 	By:  	/s/ Corey Rinker
 	 
	 	 	Name:  	Corey Rinker 	 
	 	 	Title:  	CFO 	 
	 
	 	BRIDGECOM HOLDINGS, INC.

 	 
	 	By:  	/s/ Corey Rinker
 	 
	 	 	Name:  	Corey Rinker 	 
	 	 	Title:  	CFO 	 
	 
	 	TRUCOM CORPORATION

 	 
	 	By:  	/s/ Corey Rinker
 	 
	 	 	Name:  	Corey Rinker 	 
	 	 	Title:  	CFO 	 
	 
	 	BRIDGECOM SOLUTIONS GROUP, INC.

 	 
	 	By:  	/s/ Corey Rinker
 	 
	 	 	Name:  	Corey Rinker 	 
	 	 	Title:  	CFO 	 
	 
	 	OPEN SUPPORT SYSTEMS, LLC

 	 
	 	By:  	/s/ Corey Rinker
 	 
	 	 	Name:  	Corey Rinker 	 
	 	 	Title:  	CFO 	 
	 



 









 








	 	 	 	 	 
	 	BROADVIEW NP ACQUISITION CORP.

 	 
	 	By:  	/s/ Corey Rinker
 	 
	 	 	Name:  	Corey Rinker 	 
	 	 	Title:  	CFO 	 
	 
	 	BV-BC ACQUISITION CORPORATION

 	 
	 	By:  	/s/ Corey Rinker
 	 
	 	 	Name:  	Corey Rinker 	 
	 	 	Title:  	CFO 	 
	 
	 	COLLATERAL AGENT:



THE BANK OF NEW YORK, as Collateral Agent

 	 
	 	By:  	/s/ Geovanni Barris
 	 
	 	 	Name:  	Geovanni Barris 	 
	 	 	Title:  	Vice President 	 
	 




 









 





SCHEDULE 3.6

to

Security Agreement




Exact Legal Name; Jurisdiction of Organization; Taxpayer Identification Number; Registered

Organization Number; Mailing Address; Chief Executive Office and other Locations




	 	 	 	 	 	 	 	 	 	 	 
	Name of Grantor and Mailing Address,
 Chief Executive Office and other Locations	 	Jurisdiction 
of Organization	 	Taxpayer 
Identification 
Number	 	Registered 
Organization 
Number	 	Other Location 
(see below)
	Broadview Networks Holdings, Inc.

800 Westchester Ave., Rye Brook, NY 10573

	 	Delaware
	 	11-3310798
	 	 	2685893	 	 	(see below)
	 
	 	 	 	 	 	 	 	 	 	 
	Broadview Networks, Inc.

800 Westchester Ave., Rye Brook, NY 10573

	 	New York
	 	16-1401082
	 	None
	 	(see below)






Security Agreement














 








	 	 	 	 	 	 	 	 	 	 	 
	Name of Grantor and Mailing Address,
 Chief Executive Office and other Locations	 	Jurisdiction 
of Organization	 	Taxpayer 
Identification 
Number	 	Registered 
Organization 
Number	 	Other Location 
(see below)
	BV-BC Acquisition Corporation

800 Westchester Ave., Rye Brook, NY 10573

	 	Delaware
	 	Applied for
	 	 	3874006	 	 	(see below)
	 
	 	 	 	 	 	 	 	 	 	 
	Broadview NP Acquisition Corp.

800 Westchester Ave., Rye Brook, NY 10573

	 	Delaware
	 	51-0402734
	 	 	3283772	 	 	(see below)
	 
	 	 	 	 	 	 	 	 	 	 
	OPEN SUPPORT SYSTEMS LLC

800 Westchester Ave., Rye Brook, NY 10573

	 	Connecticut
	 	11-3409972
	 	 	0574796	 	 	(see below)
	 
	 	 	 	 	 	 	 	 	 	 
	Broadview Networks of Virginia, Inc.

800 Westchester Ave., Rye Brook, NY 10573

	 	Virginia
	 	06-1596404
	 	 	0535696-9	 	 	(see below)





Security Agreement














 







	 	 	 	 	 	 	 	 	 	 	 
	Name of Grantor and Mailing Address,
 Chief Executive Office and other Locations	 	Jurisdiction 
of Organization	 	Taxpayer 
Identification 
Number	 	Registered 
Organization 
Number	 	Other Location 
(see below)
	Broadview Networks of Massachusetts, Inc.

800 Westchester Ave., Rye Brook, NY 10573

	 	Delaware
	 	11-3448054
	 	 	29238020	 	 	(see below)
	 
	 	 	 	 	 	 	 	 	 	 
	BridgeCom Holdings, Inc.

800 Westchester Ave., Rye Brook, NY 10573

	 	Delaware
	 	13-4162965
	 	 	3340921	 	 	(see below)
	 
	 	 	 	 	 	 	 	 	 	 
	BridgeCom International, Inc.

800 Westchester Ave., Rye Brook, NY 10573

	 	Delaware
	 	13-4123985
	 	 	3251126	 	 	(see below)
	 
	 	 	 	 	 	 	 	 	 	 
	BridgeCom Solutions Group, Inc.

800 Westchester Ave., Rye Brook, NY 10573

	 	Delaware
	 	13-4123989
	 	 	3251139	 	 	(see below)
	 
	 	 	 	 	 	 	 	 	 	 
	TruCom Corporation

800 Westchester Ave., Rye Brook, NY 10573

	 	New York
	 	13-3940714
	 	None
	 	(see below)






Security Agreement















 





Broadview Networks Holdings, Inc.




Real Estate Leases




	 	 	 
	Street Address	 	Lessee
	 
	 	 
	800 Westchester Avenue, 5th Floor, Rye Brook, NY 10573

	 	Bridgecom International, Inc.
	500 7th Avenue, NY, NY 10018

	 	Broadview Networks Inc.
	1065 Avenue of the Americas, NY, NY 10018

	 	Bridgecom International, Inc.
	63 W 38th Street, NY, NY 10018

	 	Trucom Corporation
	45-18 Court Square, Long Island City, NY 11101

	 	Broadview Networks Holdings Inc.
	37-18 Northern Blvd, Long Island City, NY 11101

	 	Broadview Networks Inc.
	41-20 39th St., Long Island City, NY 11104

	 	Broadview Networks Inc.
	744 Broad St., Newark, NJ 07102

	 	Broadview Networks Holdings, Inc.
	90 Merrick Avenue, East Meadow, NY 11554

	 	Bridgecom International, Inc.
	101 Merritt, 7 Corporate Park, Norwalk, CT 06851

	 	Open Support Systems LLC
	230 Congress St., Boston, MA 02110

	 	Broadview NP Acquisition Corp.
	500 Rutherford Ave., Charlestown, MA 02129

	 	Broadview Networks Inc.
	1250 Hancock St., Quincy, MA 02169

	 	Broadview Networks Inc.
	12 Corp. Woods Blvd, Albany, NY 12211

	 	Broadview Networks Inc.
	555 Broad Hollow Road, Melville, NY 11747

	 	Broadview Networks Inc.






Security Agreement









 






	 	 	 
	Street Address	 	Lessee
	 
	 	 
	59 Maiden Lane, NY, NY 10038

	 	Broadview Networks Inc.
	601 W. 26th St., NY, NY 10001

	 	Broadview Networks Inc.
	224 Harrison St., Syracuse, NY 13202

	 	Broadview Networks Inc.
	400 Horsham, Horsham, PA 19044

	 	Broadview Networks Inc.
	128 Dorrance St. Shakespeare Hall Providence, RI 02903

	 	Broadview Networks Inc.
	48 Sword Street Auburn, MA 01501

	 	Broadview Networks Inc.
	401 N. Broad St. Philadelphia, PA 19108

	 	Broadview NP Acquisition Corp.
	3928 Pender Dr., Fairfax, VA 22033

	 	Broadview Networks Inc.
	495 Aero Drive, Cheektowaga, NY 14225

	 	Broadview Networks Inc.






	 	 	 	 	 	 	 	 	 
	ColloName	 	Address	 	City	 	State	 	Lessee
	 
	 	 	 	 	 	 	 	 
	Boston — Back Bay — NWP Cage

	 	41 BELVIDERE ST
	 	Charlestown
	 	Massachusetts
	 	Broadview Networks Inc.
	Boston — Back Bay

	 	41 BELVIDERE ST
	 	Charlestown
	 	Massachusetts
	 	Broadview Networks Inc.
	Boston-Bowdoin

	 	6 BOWDOIN SQ
	 	Charlestown
	 	Massachusetts
	 	Broadview Networks Inc.
	Boston-Bowdoin — NWP Cage

	 	6 BOWDOIN SQ
	 	Charlestown
	 	Massachusetts
	 	Broadview Networks Inc.
	Boston — Franklin — NWP Cage

	 	185 FRANKLIN ST
	 	Charlestown
	 	Massachusetts
	 	Broadview Networks Inc.
	Boston-Harrison — NWP Cage

	 	8 HARRISON AVE
	 	Charlestown
	 	Massachusetts
	 	Broadview Networks Inc.
	Boston-Harrison

	 	8 HARRISON AVE
	 	Charlestown
	 	Massachusetts
	 	Broadview Networks Inc.
	Burlington

	 	1 BEDFORD ST
	 	Charlestown
	 	Massachusetts
	 	Broadview Networks Inc.
	Boston — Bent St — NWP Cage

	 	210 BENT ST
	 	Charlestown
	 	Massachusetts
	 	Broadview Networks Inc.
	Cambridge-Ware St — NWP Cage

	 	10 WARE ST
	 	Charlestown
	 	Massachusetts
	 	Broadview Networks Inc.
	Cambridge-Ware St

	 	10 WARE ST
	 	Charlestown
	 	Massachusetts
	 	Broadview Networks Inc.
	Framingham

	 	141 UNION AVE
	 	Charlestown
	 	Massachusetts
	 	Broadview Networks Inc.
	Lynn/Nahant/Peabody

	 	21 CITY HALL SQ
	 	Charlestown
	 	Massachusetts
	 	Broadview Networks Inc.
	Malden/Medford — NWP Cage

	 	5 ELM ST
	 	Charlestown
	 	Massachusetts
	 	Broadview Networks Inc.
	Malden/Medford

	 	5 ELM ST
	 	Charlestown
	 	Massachusetts
	 	Broadview Networks Inc.
	North Hampton — NWP Cage

	 	61 MASONIC ST
	 	Charlestown
	 	Massachusetts
	 	Broadview Networks Inc.
	Newtown

	 	787 WASHINGTON ST
	 	Charlestown
	 	Massachusetts
	 	Broadview Networks Inc.






Security Agreement









 






	 	 	 	 	 	 	 	 	 
	ColloName	 	Address	 	City	 	State	 	Lessee
	 
	 	 	 	 	 	 	 	 
	Quincy

	 	1070 HANCOCK ST
	 	Charlestown
	 	Massachusetts
	 	Broadview Networks Inc.
	Winchester/Woburn — NWP Cage

	 	954 MAIN ST
	 	Charlestown
	 	Massachusetts
	 	Broadview Networks Inc.
	Winchester/Woburn

	 	954 MAIN ST
	 	Charlestown
	 	Massachusetts
	 	Broadview Networks Inc.
	Hackensack

	 	256 STATE ST
	 	NY-132
	 	New Jersey
	 	Broadview Networks Inc.
	Summit Ave

	 	773 SUMMIT AV
	 	NY-132
	 	New Jersey
	 	Broadview Networks Inc.
	Morristown

	 	37 MAPLE AV
	 	NY-132
	 	New Jersey
	 	Broadview Networks Inc.
	Passaic

	 	133 PROSPECT ST
	 	NY-132
	 	New Jersey
	 	Broadview Networks Inc.
	Patterson

	 	114 PATERSON ST
	 	NY-132
	 	New Jersey
	 	Broadview Networks Inc.
	Ridgewood

	 	178 E RIDGEWOOD 
AV
	 	NY-132
	 	New Jersey
	 	Broadview Networks Inc.
	Union City

	 	3414 NEW YORK AV
	 	NY-132
	 	New Jersey
	 	Broadview Networks Inc.
	Guilderland

	 	RT. 155 KARNER RD
	 	Syracuse
	 	New York
	 	Broadview Networks Inc.
	State St

	 	158 STATE ST
	 	Syracuse
	 	New York
	 	Broadview Networks Inc.
	Washington Ave

	 	1161 WASHINGTON
	 	Syracuse
	 	New York
	 	Broadview Networks Inc.
	Amherst

	 	2775 MILLERSPORT HWY
	 	Syracuse
	 	New York
	 	Broadview Networks Inc.
	Babylon

	 	30 LITTLE E NECK 
RD
	 	NY-132
	 	New York
	 	Broadview Networks Inc.
	Bailey

	 	2045 BAILEY AV
	 	Syracuse
	 	New York
	 	Broadview Networks Inc.
	Elmwood

	 	548 ELMWOOD
	 	Syracuse
	 	New York
	 	Broadview Networks Inc.
	Franklin

	 	65 FRANKLIN ST., 
6TH FL
	 	Syracuse
	 	New York
	 	Broadview Networks Inc.
	Hertel

	 	935 HERTEL
	 	Syracuse
	 	New York
	 	Broadview Networks Inc.
	Main

	 	2743 MAIN ST
	 	Syracuse
	 	New York
	 	Broadview Networks Inc.
	South Park

	 	1861 S PARK AV
	 	Syracuse
	 	New York
	 	Broadview Networks Inc.
	Brentwood

	 	1265 SUFFOLK AVE
	 	NY-132
	 	New York
	 	Bridgecom International, Inc.
	Bay Shore

	 	35 FOURTH AVE
	 	NY-132
	 	New York
	 	Broadview Networks Inc.
	Hamburg

	 	141 Main St
	 	Syracuse
	 	New York
	 	Broadview Networks Inc.
	Deer Park

	 	80 W 1ST ST
	 	NY-132
	 	New York
	 	Broadview Networks Inc.
	East Northport

	 	706 FIRST AVE
	 	NY-132
	 	New York
	 	Broadview Networks Inc.
	Floral Park

	 	159 LOWELL AVE
	 	NY-132
	 	New York
	 	Bridgecom International, Inc.






Security Agreement









 






	 	 	 	 	 	 	 	 	 
	ColloName	 	Address	 	City	 	State	 	Lessee
	 
	 	 	 	 	 	 	 	 
	Farmingdale

	 	575 CONKLIN ST
	 	NY-132
	 	New York
	 	Bridgecom International, Inc.
	Freeport

	 	120 S GROVE ST
	 	NY-132
	 	New York
	 	Broadview Networks Inc.
	Fairview Park — BCOM Cage

	 	545 SAW MILL 
RIVER ROAD
	 	NY-132
	 	New York
	 	Broadview Networks Inc.
	Garden City — BCOM cage

	 	741 ZECKENDORF 
BLVD
	 	NY-132
	 	New York
	 	Bridgecom International, Inc.
	Great Neck

	 	9 BARSTOW RD
	 	NY-132
	 	New York
	 	Broadview Networks Inc.
	Hicksville

	 	69 WEST CHERRY ST
	 	NY-132
	 	New York
	 	Broadview Networks Inc.
	Hamburg

	 	141 Main St
	 	Syracuse
	 	New York
	 	Broadview Networks Inc.
	Hempstead

	 	199 FULTON AVE
	 	NY-132
	 	New York
	 	Bridgecom International, Inc.
	Huntington

	 	80 W 4TH ST
	 	NY-132
	 	New York
	 	Broadview Networks Inc.
	Lindenhurst

	 	565 S SECOND ST
	 	NY-132
	 	New York
	 	Bridgecom International, Inc.
	Lancaster

	 	57 CENTRAL
	 	Syracuse
	 	New York
	 	Broadview Networks Inc.
	Latham

	 	529 TROY-
SCHENECTADY ROAD
	 	Syracuse
	 	New York
	 	Broadview Networks Inc.
	Levittown

	 	3313 BETHPAGE 
TPKE
	 	NY-132
	 	New York
	 	Broadview Networks Inc.
	Lynbrook

	 	7 WASHINGTON AV
	 	NY-132
	 	New York
	 	Broadview Networks Inc.
	Mineola

	 	60 MAIN ST
	 	NY-132
	 	New York
	 	Broadview Networks Inc.
	Mammaroneck — BCOM Cage

	 	473 N BARRY AVE
	 	NY-132
	 	New York
	 	Broadview Networks Inc.
	Massapequa

	 	5431 MERRICK ST
	 	NY-132
	 	New York
	 	Broadview Networks Inc.
	Mount Vernon

	 	45 S 6 AVE
	 	NY-132
	 	New York
	 	Broadview Networks Inc.
	Portage Road

	 	574 PORTAGE RD
	 	Syracuse
	 	New York
	 	Broadview Networks Inc.
	New Rochelle

	 	342 HUGENOT ST
	 	NY-132
	 	New York
	 	Broadview Networks Inc.
	14th St

	 	355 14 ST
	 	NY-132
	 	New York
	 	Broadview Networks Inc.
	71st St

	 	7101 16TH AVE
	 	NY-132
	 	New York
	 	Broadview Networks Inc.
	77th St

	 	7701 THIRD AV
	 	NY-132
	 	New York
	 	Broadview Networks Inc.
	Albermale Rd

	 	2177 ALVERMALE 
RD
	 	NY-132
	 	New York
	 	Broadview Networks Inc.
	Avenue R

	 	1101 AVENUE R
	 	NY-132
	 	New York
	 	Broadview Networks Inc.






Security Agreement









 






	 	 	 	 	 	 	 	 	 
	ColloName	 	Address	 	City	 	State	 	Lessee
	 
	 	 	 	 	 	 	 	 
	Avenue U

	 	2101 W 12TH ST
	 	NY-132
	 	New York
	 	Broadview Networks Inc.
	Avenue Y

	 	2885 OCEAN AVE
	 	NY-132
	 	New York
	 	Broadview Networks Inc.
	Bridge St

	 	360 BRIDGE ST
	 	NY-132
	 	New York
	 	Bridgecom International, Inc.
	Clinton Ave

	 	547 CLINTON AVE
	 	NY-132
	 	New York
	 	Broadview Networks Inc.
	Fairview Ave

	 	680 FAIRVIEW AVE
	 	NY-132
	 	New York
	 	Broadview Networks Inc.
	14th Ave

	 	4101 FOURTEENTH AVE
	 	NY-132
	 	New York
	 	Broadview Networks Inc.
	Kenmore PI

	 	1421 OCEAN AVE
	 	NY-132
	 	New York
	 	Broadview Networks Inc.
	Williamsburg

	 	55 MESEROLE ST
	 	NY-132
	 	New York
	 	Broadview Networks Inc.
	2nd Ave

	 	204 SECOND AVE
	 	NY-132
	 	New York
	 	Bridgecom International, Inc.
	W 18th St

	 	210 W 18 ST
	 	NY-132
	 	New York
	 	Broadview Networks Inc.
	E 30th St

	 	227 E30 ST
	 	NY-132
	 	New York
	 	Bridgecom International, Inc.
	W 36th St

	 	230 W 36 ST
	 	NY-132
	 	New York
	 	Bridgecom International, Inc.
	E 37th St

	 	240 E 37 ST
	 	NY-132
	 	New York
	 	Bridgecom International, Inc.
	W 42nd St

	 	1095 AVE OF THE AMERICAS
	 	NY-132
	 	New York
	 	Bridgecom International, Inc.
	W 50th St

	 	435 W 50TH ST
	 	NY-132
	 	New York
	 	Bridgecom International, Inc.
	E 56th St

	 	228 E 56 ST
	 	NY-132
	 	New York
	 	Broadview Networks Inc.
	W 73rd St

	 	125 W 73 ST
	 	NY-132
	 	New York
	 	Broadview Networks Inc.
	E 79th St

	 	208 E 79TH ST
	 	NY-132
	 	New York
	 	Bridgecom International, Inc.
	E 97th St

	 	151 E 97TH ST
	 	NY-132
	 	New York
	 	Broadview Networks Inc.
	Broad St

	 	104 BROAD ST
	 	NY-132
	 	New York
	 	Bridgecom International, Inc.
	Manhattan Ave

	 	Manhattan Ave
	 	NY-132
	 	New York
	 	Broadview Networks Inc.
	Varick St

	 	50 VARICK ST
	 	NY-132
	 	New York
	 	Broadview Networks Inc.
	West St

	 	140 WEST STREET
	 	NY-132
	 	New York
	 	Bridgecom International, Inc.
	Astoria

	 	28-27 30 ST, ASTORIA
	 	NY-132
	 	New York
	 	Broadview Networks Inc.
	Bayside

	 	214-20 43 AVE
	 	NY-132
	 	New York
	 	Broadview Networks Inc.
	Forest Hills

	 	107-15 70 RD, FOREST
	 	NY-132
	 	New York
	 	Broadview Networks Inc.
	Flushing

	 	137-34 NORTHERN BLVD
	 	NY-132
	 	New York
	 	Broadview Networks Inc.






Security Agreement









 






	 	 	 	 	 	 	 	 	 
	ColloName	 	Address	 	City	 	State	 	Lessee
	 
	 	 	 	 	 	 	 	 
	Hollis

	 	199-06 93 AV, HOLLIS
	 	NY-132
	 	New York
	 	Broadview Networks Inc.
	JFK — BCOM Cage

	 	BLDG 147, JFK INT’L AIRPORT
	 	NY-132
	 	New York
	 	Bridgecom International, Inc.
	Jamaica

	 	89-63 163RD ST
	 	NY-132
	 	New York
	 	Bridgecom International, Inc.
	Long Island City

	 	11-31 46 RD, LONG ISL
	 	NY-132
	 	New York
	 	Bridgecom International, Inc.
	Laurelton

	 	140-20 183RD ST
	 	NY-132
	 	New York
	 	Broadview Networks Inc.
	Newtown

	 	82-23 BROADWAY, ELMH
	 	NY-132
	 	New York
	 	Broadview Networks Inc.
	115th Avenue

	 	118-15 115TH ST
	 	NY-132
	 	New York
	 	Broadview Networks Inc.
	Richmond Hill

	 	87-28 109 ST, RICHMO
	 	NY-132
	 	New York
	 	Broadview Networks Inc.
	Cruger

	 	3050 CRUGER AVE
	 	NY-132
	 	New York
	 	Bridgecom International, Inc.
	Hoe Avenue — BCOM Cage

	 	1106 HOE AVE
	 	NY-132
	 	New York
	 	Bridgecom International, Inc.
	Tiebout — BCOM Cage

	 	2373 TIEBOUT AVE
	 	NY-132
	 	New York
	 	Bridgecom International, Inc.
	Tratman Ave

	 	2411 TRATMAN AVE
	 	NY-132
	 	New York
	 	Bridgecom International, Inc.
	Patchogue

	 	22 BAY AVE
	 	NY-132
	 	New York
	 	Broadview Networks Inc.
	Peekskill — BCOM Cage

	 	1023 BROWN ST
	 	NY-132
	 	New York
	 	Bridgecom International, Inc.
	Pleasantville — BCOM Cage

	 	465 MARBLE AVE
	 	NY-132
	 	New York
	 	Bridgecom International, Inc.
	Portchester

	 	50 BROAD ST
	 	NY-132
	 	New York
	 	Broadview Networks Inc.
	Ronkonkoma

	 	100 PORTION RD
	 	NY-132
	 	New York
	 	Broadview Networks Inc.
	Clinton St

	 	133 CLINTON ST., 1ST FL
	 	Syracuse
	 	New York
	 	Broadview Networks Inc.
	Smithtown

	 	55 MAPLE AVE
	 	NY-132
	 	New York
	 	Broadview Networks Inc.
	Spring Valley

	 	158 W CENTRAL AVE
	 	NY-132
	 	New York
	 	Broadview Networks Inc.
	Electronic Blvd

	 	423 ELECTRONICS BLVD
	 	Syracuse
	 	New York
	 	Broadview Networks Inc.
	James St

	 	3325 JAMES ST
	 	Syracuse
	 	New York
	 	Broadview Networks Inc.
	State St

	 	201 STATE ST., 3RD FL
	 	Syracuse
	 	New York
	 	Broadview Networks Inc.






Security Agreement









 






	 	 	 	 	 	 	 	 	 
	ColloName	 	Address	 	City	 	State	 	Lessee
	 
	 	 	 	 	 	 	 	 
	Sayville

	 	145 RAILROAD AVE
	 	NY-132
	 	New York
	 	Broadview Networks Inc.
	Tonawanda

	 	95 TREMONT ST NO T
	 	Syracuse
	 	New York
	 	Broadview Networks Inc.
	Utica — Genesee

	 	280 GENESEE ST
	 	Syracuse
	 	New York
	 	Broadview Networks Inc.
	Westbury

	 	220 MAPLE AV
	 	NY-132
	 	New York
	 	Broadview Networks Inc.
	White Plains

	 	111 MAIN ST
	 	NY-132
	 	New York
	 	Bridgecom International, Inc.
	Wantagh

	 	2020 WANTAGH ST
	 	NY-132
	 	New York
	 	Broadview Networks Inc.
	Union

	 	1091 UNION RD EBENEZ
	 	Syracuse
	 	New York
	 	Broadview Networks Inc.
	Williamsville

	 	46 N CAYUGA RD
	 	Syracuse
	 	New York
	 	Broadview Networks Inc.
	Yonkers

	 	40 MAIN ST
	 	NY-132
	 	New York
	 	Bridgecom International, Inc.
	Ambler

	 	20 N SPRING GARDEN S
	 	Horsham
	 	Pennsylvania
	 	Broadview Networks Inc.
	Churchville

	 	1518 BUSTLETON PIKE
	 	Horsham
	 	Pennsylvania
	 	Broadview Networks Inc.
	Eddington

	 	2920 FOREST AV
	 	Horsham
	 	Pennsylvania
	 	Broadview Networks Inc.
	Hatboro

	 	29 E MORELAND AV
	 	Horsham
	 	Pennsylvania
	 	Broadview Networks Inc.
	Jenkingtown

	 	100 GREENWOOD AV
	 	Horsham
	 	Pennsylvania
	 	Broadview Networks Inc.
	King of Prussia

	 	540 ALLENDALE RD.
	 	Horsham
	 	Pennsylvania
	 	Broadview Networks Inc.
	Norristown

	 	BLDG 400 DEKALB
	 	Horsham
	 	Pennsylvania
	 	Broadview Networks Inc.
	Paoli

	 	125 CIRCULAR AV
	 	Horsham
	 	Pennsylvania
	 	Broadview Networks Inc.
	Jefferson

	 	4808 LEIPER ST
	 	Horsham
	 	Pennsylvania
	 	Broadview Networks Inc.
	Market

	 	900 RACE ST
	 	Horsham
	 	Pennsylvania
	 	Broadview Networks Inc.
	Orchard

	 	2210 LOTT AVE
	 	Horsham
	 	Pennsylvania
	 	Broadview Networks Inc.
	Regent

	 	2514 EMERALD ST
	 	Horsham
	 	Pennsylvania
	 	Broadview Networks Inc.
	Wayne

	 	300 W LANCASTER AV
	 	Horsham
	 	Pennsylvania
	 	Broadview Networks Inc.
	West Chester

	 	401 S HIGH ST
	 	Horsham
	 	Pennsylvania
	 	Broadview Networks Inc.
	East Providence-NWP Cage

	 	789 NORTH BROADWAY
	 	Charlestown
	 	Rhode Island
	 	Broadview Networks Inc.






Security Agreement









 






	 	 	 	 	 	 	 	 	 
	ColloName	 	Address	 	City	 	State	 	Lessee
	 
	 	 	 	 	 	 	 	 
	Providence_Broad-NWP Cage

	 	1096 BROAD ST
	 	Charlestown
	 	Rhode Island
	 	Broadview Networks Inc.







Security Agreement









 





SCHEDULE 3.9

to

Security Agreement




Commercial Tort Claims




None




Security Agreement





 









 








SCHEDULE 3.10

to

Security Agreement




Deposit Accounts [and Excluded Deposit Accounts]




	 	 	 	 	 	 	 	 	 	 	 	 	 
	Entity	 	Type of Account	 	Name	 	Address	 	Account Number	 	Account Name
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Broadview Networks Holdings, Inc.

	 	Bank account
	 	Citibank, N.A.
	 	1022 Broadway,
Thornwood, NY 10594
1166 Avenue of the
	 	 	39920672	 	 	Broadview Networks Holdings Checking
	Broadview Networks Holdings,
Inc.

	 	Bank account
	 	JP Morgan Chase
	 	Americas, New York,

NY 10036
	 	 	134-650638	 	 	Money Market Account
	Broadview Networks Holdings, Inc.

	 	Bank account
	 	JP Morgan Chase
	 	1166 Avenue of the
Americas, New York,
NY 10036
	 	 	134-650603	 	 	Holdings Checking
	Broadview Networks Holdings, Inc.

	 	Bank account
	 	JP Morgan Chase
	 	1166 Avenue of the
Americas, New York,
NY 10036
	 	 	134-738489	 	 	Broadview Principal Checking
	Broadview Networks, Inc.

	 	Bank account
	 	Citibank N.A.
	 	1022 Broadway,

Thornwood, NY 10594
	 	 	38674481	 	 	Controlled Disbursement Acct
	Broadview Networks, Inc.

	 	Bank account
	 	Citibank, N.A.
	 	1022 Broadway,

Thornwood, NY 10594
	 	 	09963276	 	 	Broadview Networks Retail Lockbox
	Broadview Networks, Inc.

	 	Bank account
	 	Citibank, N.A.
	 	1022 Broadway,

Thornwood, NY 10594
	 	 	09963268	 	 	Broadview Networks Checking
	Broadview Networks, Inc.

	 	Bank account
	 	Citibank, N.A.
	 	1022 Broadway,

Thornwood, NY 10594
	 	 	39922352	 	 	Broadview Networks IMMA Savings Acct
	Broadview Networks, Inc.

	 	Bank account
	 	Citibank, N.A.
	 	1022 Broadway,

Thornwood, NY 10594
	 	 	49571189	 	 	Certificate of Deposit — for
Merchant Acct
	Broadview Networks, Inc.

	 	Bank account
	 	Citibank, N.A.
	 	1022 Broadway,

Thornwood, NY 10594
	 	 	49571226	 	 	Certificate of Deposit — 500
Seventh Avenue
	Broadview Networks, Inc.

	 	Bank account
	 	JP Morgan Chase
	 	1166 Avenue of the
Americas, New York,
NY 10036
	 	 	777-541122	 	 	Newtorks Account/Lockbox Account
	Broadview Networks, Inc.

	 	Bank account
	 	JP Morgan Chase
	 	1166 Avenue of the
Americas, New York,
NY 10036
	 	 	601838964	 	 	Controlled Disbursement Account
	Broadview Networks, Inc.

	 	Bank account
	 	JP Morgan Chase
	 	1166 Avenue of the
Americas, New York,
NY 10036
	 	 	134-738462	 	 	Broadview Charitable Checking
	Broadview Networks, Inc.

	 	Bank account
	 	JP Morgan Chase
	 	1166 Avenue of the
Americas, New York,
NY 10036
	 	 	134-738470	 	 	Broadview Refund Checking






Security Agreement




 









 








	 	 	 	 	 	 	 	 	 	 	 	 	 
	Entity	 	Type of Account	 	Name	 	Address	 	Account Number	 	Account Name
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Broadview Networks, Inc.

	 	Bank account
	 	Union State Bank
	 	800 Westchester

Avenue, Rye Brook,

NY 10573
	 	 	34010513	 	 	Broadview Networks Checking
	BridgeCom International, Inc.

	 	Bank account
	 	Citibank N.A.
	 	1022 Broadway,

Thornwood, NY 10594
	 	 	68016260	 	 	Bridgecom Int’l Wholesale Lockbox
	Bridgecom International, Inc.

	 	Bank account
	 	Citibank N.A.
	 	1022 Broadway,

Thornwood, NY 10594
	 	 	68015460	 	 	Bridgecom Int’l, Inc (Checking with Sweep)
	BridgeCom International, Inc.

	 	Bank account
	 	Citibank N.A.
	 	1022 Broadway,

Thornwood, NY 10594
	 	 	68015479	 	 	Bridgecom Int’l, Inc Business Checking
	BridgeCom International, Inc.

	 	Bank account
	 	Citibank N.A.
	 	1022 Broadway,

Thornwood, NY 10594
	 	 	68015479	 	 	Bridgecom Int’l, Inc (Savings)
	BridgeCom International, Inc.

	 	Bank account
	 	Citibank N.A.
	 	1022 Broadway,

Thornwood, NY 10594
	 	 	68015460	 	 	Bridgecom Int’l, Inc (Savings)
	BridgeCom International, Inc.

	 	Bank account
	 	Citibank N.A.
	 	1022 Broadway,

Thornwood, NY 10594
	 	 	09963209	 	 	Bridgecom Int’l Retail Lockbox
	BridgeCom International, Inc.

	 	Bank account
	 	Citibank N.A.
	 	1022 Broadway,

Thornwood, NY 10594
	 	 	38674502	 	 	Controlled Disbursement Acct
	BridgeCom International, Inc.

	 	Bank account
	 	Citibank N.A.
	 	1022 Broadway,

Thornwood, NY 10594
	 	 	49571170	 	 	Certificate of Deposit — 800 Westchester
Ave
	BridgeCom Solutions Group, Inc.

	 	Bank account
	 	Citibank N.A.
	 	1022 Broadway,

Thornwood, NY 10594
	 	 	68015540	 	 	Bridgecom Solutions Group Business Checking
	BridgeCom Solutions Group,
Inc.

	 	Bank account
	 	Citibank N.A.
	 	1022 Broadway,

Thornwood, NY 10594
	 	 	38674529	 	 	Controlled Disbursement Acct
	BridgeCom Solutions Group, Inc.

	 	Bank account
	 	JP Morgan Chase
	 	16 Main Street,

Mount Kisco, NY

10549
	 	 	507-500358865	 	 	Bridgecom Solutions Group
	Broadview NP Acquistion Corp.

	 	Bank account
	 	JP Morgan Chase
	 	1166 Avenue of the
Americas, New York,
NY 10036
	 	 	134-739477	 	 	Broadview NPAC Operating Account
	Broadview NP Acquistion Corp.

	 	Bank account
	 	JP Morgan Chase
	 	1166 Avenue of the
Americas, New York,
NY 10036
	 	 	134722809	 	 	Certificate of Deposit — Letter of Credit
— GX
	Broadview NP Acquistion Corp.

	 	Bank account
	 	Valley National Bank
	 	275 Madison Avenue,

New York, NY 10016
	 	 	72735813	 	 	Certificate of Deposit — 601 W. 26th Street
	Broadview NP Acquistion Corp.

	 	Bank account
	 	Valley National Bank
	 	275 Madison Avenue,

New York, NY 10016
	 	 	45203598	 	 	Broadview NPAC Checking Account






Security Agreement




 









 








	 	 	 	 	 	 	 	 	 	 	 	 	 
	Entity	 	Type of Account	 	Name	 	Address	 	Account Number	 	Account Name
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	OPEN SUPPORT SYSTEMS LLC

	 	Bank account	 	JP Morgan Chase	 	1166 Avenue of the
Americas, New York, NY 10036	 	 	777-230208	 	 	Open Support Systems Checking
	TruCom Corporation

	 	Bank account
	 	Citibank N.A.
	 	1022 Broadway,

Thornwood, NY 10594
	 	 	68015989	 	 	Trucom Business Checking






Security Agreement





 









 





SCHEDULE 3.11

to

Security Agreement




Intellectual Property




     1. The listing of Trademarks (as defined in the Security Agreement) should include: (a) the
Trademark; (b) Registration Number or Serial Number; (c) the Owner; (d) the Filing Date or the
Registration Date.



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.
	 
	 	 	 	 	 	 
	Smart3
	 	2,832,291	 	04/13/2004	 	Broadview Networks, Inc.
	 
	 	 	 	 	 	 
	OPENnet
	 	2,841,866	 	05/11/2004	 	Open Support Systems, LLC






     2. The listing of Trademark Licenses (as defined in the Security 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 Security Agreement) should include: (a) Country; (b)
Patent Number; and (c) Issue Date.



	 	 	 	 	 
	Country	 	Patent No.	 	Issue Date
	 
	 	 	 	 
	US

	 	6,661,888 B2
	 	12/9/03






     4. The listing of Patent (as defined in the Security Agreement) applications should include: (a)
Application Number; and (b) Filing Date.



     None



Security Agreement





 









 








     5. The listing of Patent Licenses (as defined in the Security 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 Security Agreement) should include: (a)
Registration Number; (b) Registration Date; and (c) Title as listed in Registration.



     None



     7. The listing of Copyright Licenses (as defined in the Security Agreement) should include: (a)
Name and Address of Licensee/Licensor; (b) Date; (c) Work Licensed or Assigned.



     None



Security Agreement





 









 








SCHEDULE 3.13

to

Security Agreement




Investment Property and Partnership/LLC Interests



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
Holdings, Inc.

	 	Securities account
	 	JP Morgan Chase
	 	1166 Avenue of the
Americas, New York,
NY 10036
	 	50025815	 	 	J.P. Morgan Funds
Investment Account
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Broadview Networks
Holdings, Inc.

	 	Securities account
	 	Wachovia Bank, NA
	 	PO Box 7618,

Philadelphia, PA

19101-7618
	 	25591157	 	 	Securities Account
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Broadview Networks,
Inc.

	 	Securities account
	 	Citigroup Global

Markets
	 	4 Manhattanville Road, Purchase, NY

10577
	 	3861920415987	 	 	Securities Account
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Broadview NP
Acquistion Corp.

	 	Securities account
	 	Citigroup Global

Markets
	 	4 Manhattanville
Road, Purchase, NY

10577
	 	3861920514987	 	 	Securities Account






Certificated Securities:




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Percentage of Owned
	 	 	Pledgor	 	Issuer	 	Certificate #	 	# of Shares	 	Shares
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	1.

	 	Broadview Networks
Holdings, Inc.
	 	BV-BC Acquisition

Corporation
	 	2	 	 	100	 	 	100%	
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	2.

	 	Broadview Networks
	 	Broadview NP

Acquisition Corp
	 	1	 	 	1000	 	 	100%	





 Security Agreement




 









 






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Percentage of Owned
	 	 	Pledgor	 	Issuer	 	Certificate #	 	# of Shares	 	Shares
	 

	 	Holdings, Inc.	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	3.

	 	Broadview Networks
Holdings, Inc.
	 	Broadview Networks, Inc.
	 	1	 	 	1000	 	 	100%	
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	4.

	 	BV-BC Acquisition

Corporation
	 	BridgeCom Holdings, Inc.
	 	2	 	 	336	 	 	100%	
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	5.

	 	BridgeCom Holdings, Inc.
	 	BridgeCom International, Inc.
	 	9	 	 	10	 	 	100%	
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	6.

	 	BridgeCom Holdings, Inc.
	 	TruCom Corporation
	 	34	 	 	10	 	 	100%	
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	7.

	 	BridgeCom
International, Inc.
	 	BridgeCom Solutions Group, Inc.
	 	1	 	 	10	 	 	100%	
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	8.

	 	BridgeCom
International, Inc.
	 	Broadview Networks of
Massachusetts, Inc.
	 	1	 	 	100	 	 	100%	
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	9.

	 	BridgeCom
International, Inc.
	 	Broadview Networks of
Virginia, Inc.
	 	1	 	 	5,000	 	 	100%	
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	10.

	 	Broadview Networks, Inc.
	 	Creg Systems Corporation
	 	275	 	 	14764	 	 	Less than 10%1

	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	11.

	 	Broadview Networks, Inc.
	 	Creg Systems Corporation
	 	279	 	 	140	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	12.

	 	Broadview Networks, Inc.
	 	Creg Systems Corporation
	 	280	 	 	725	 	 	 	 	 








 




			
	1	 	Please note that the value of such certificated securities is negligible.





Security Agreement




 









 








Partnerships/LLC Interests:




     Broadview Networks Holdings, Inc.:



	 	 	 	 	 	 	 
	Name of Issuer	 	 	 	 	 	 
	(including	 	 	 	 	 	Percentage of
	identification of	 	 	 	Certificate Number	 	Ownership Interests
	type of entity)	 	Pledgor	 	(if any)	 	of such Type
	 
	 	 	 	 	 	 
	OPEN SUPPORT
	 	Broadview Networks	 	No Certificate	 	100%
	SYSTEMS LLC
	 	Holdings, Inc.	 	 	 	 






Security Agreement




 









 








SCHEDULE 3.14

to

Security Agreement




Instruments



Promissory Note dated December 1, 1999 payable to the order of Broadview Networks Holdings, Inc. in
the original principal sum of $960,000.00




Security Agreement




 









 








SCHEDULE 3.16

to

Security Agreement




Government Contracts




	 	 	 	 	 	 	 	 	 
	Last_name	 	AccountID	 	Billing YTD 6-30-06
	 
	 	 	 	 	 	 	 	 
	Town Of Babylon

	 	 	243115734	 	 	 	114445,44	 
	Boston Housing Authority

	 	 	224209481	 	 	 	108078,35	 
	City of Schenectady Finance Dept

	 	 	100144383	 	 	 	67699,75	 
	Lindenhurst Public Schools

	 	 	92116071	 	 	 	67013,83	 
	Township of Montclair

	 	 	100143020	 	 	 	59960,14	 






Security Agreement




 









 








SCHEDULE 3.17

to

Security Agreement




Letter of Credit Rights




     •      Letter of credit from Worldlink (for $100K) for the benefit of Broadview Networks Inc, which
expires on expires 5-31-07.



Security Agreement