exv10w9



 





EXHIBIT 10.9




[EXECUTION VERSION]




 





COLLATERAL 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 CIT GROUP/BUSINESS CREDIT, INC.,

as Administrative Agent




 






 









 








TABLE OF CONTENTS




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






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TABLE OF CONTENTS
(continued)






	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Page	 
	 
	 	SECTION 4.1	 	Maintenance of Perfected Security Interest; Further Information	 	 	14	 
	 
	 	SECTION 4.2	 	Maintenance of Insurance	 	 	14	 
	 
	 	SECTION 4.3	 	Changes in Locations; Changes in Name or Structure	 	 	14	 
	 
	 	SECTION 4.4	 	Required Notifications	 	 	15	 
	 
	 	SECTION 4.5	 	Delivery Covenants	 	 	15	 
	 
	 	SECTION 4.6	 	Control Covenants	 	 	15	 
	 
	 	SECTION 4.7	 	Filing Covenants	 	 	16	 
	 
	 	SECTION 4.8	 	Accounts	 	 	16	 
	 
	 	SECTION 4.9	 	Intellectual Property	 	 	17	 
	 
	 	SECTION 4.10	 	Investment Property; Partnership/LLC Interests	 	 	18	 
	 
	 	SECTION 4.11	 	Equipment	 	 	19	 
	 
	 	SECTION 4.12	 	Government Contracts	 	 	19	 
	 
	 	SECTION 4.13	 	Further Assurances	 	 	19	 
	ARTICLE V REMEDIAL PROVISIONS	 	 	19	 
	 
	 	SECTION 5.1	 	General Remedies	 	 	19	 
	 
	 	SECTION 5.2	 	Specific Remedies	 	 	20	 
	 
	 	SECTION 5.3	 	Registration Rights; Further Approvals	 	 	22	 
	 
	 	SECTION 5.4	 	Application of Proceeds	 	 	23	 
	 
	 	SECTION 5.5	 	Waiver, Deficiency	 	 	23	 
	ARTICLE VI THE ADMINISTRATIVE AGENT	 	 	24	 
	 
	 	SECTION 6.1	 	Administrative Agent’s Appointment as Attorney-In-Fact	 	 	24	 
	 
	 	SECTION 6.2	 	Duty of Administrative Agent	 	 	25	 
	 
	 	SECTION 6.3	 	Authority of Administrative Agent	 	 	26	 
	ARTICLE VII MISCELLANEOUS	 	 	26	 
	 
	 	SECTION 7.1	 	Notices	 	 	26	 
	 
	 	SECTION 7.2	 	Amendments, Waivers and Consents	 	 	26	 
	 
	 	SECTION 7.3	 	Expenses, Indemnification, Waiver of Consequential Damages, etc	 	 	26	 
	 
	 	SECTION 7.4	 	Right of Set Off	 	 	27	 
	 
	 	SECTION 7.5	 	Governing Law; Jurisdiction; Venue; Service of Process	 	 	27	 






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TABLE OF CONTENTS
(continued)





	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Page	 
	 
	 	SECTION 7.6	 	Waiver of Jury Trial	 	 	28	 
	 
	 	SECTION 7.7	 	Injunctive Relief	 	 	29	 
	 
	 	SECTION 7.8	 	No Waiver by Course of Conduct; Cumulative Remedies	 	 	29	 
	 
	 	SECTION 7.9	 	Successors and Assigns	 	 	29	 
	 
	 	SECTION 7.10	 	Survival of Indemnities	 	 	29	 
	 
	 	SECTION 7.11	 	Titles and Captions	 	 	29	 
	 
	 	SECTION 7.12	 	Severability of Provisions	 	 	30	 
	 
	 	SECTION 7.13	 	Counterparts	 	 	30	 
	 
	 	SECTION 7.14	 	Integration	 	 	30	 
	 
	 	SECTION 7.15	 	Advice of Counsel; No Strict Construction	 	 	30	 
	 
	 	SECTION 7.16	 	Acknowledgements	 	 	30	 
	 
	 	SECTION 7.17	 	Releases	 	 	31	 
	 
	 	SECTION 7.18	 	Additional Grantors	 	 	31	 
	 
	 	SECTION 7.19	 	All Powers Coupled with Interest	 	 	31	 
	 
	 	SECTION 7.20	 	Intercreditor Agreement	 	 	31	 







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SCHEDULES:




	 	 	 
	Schedule 3.6

	 	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 ADMINISTRATIVE AGENT PURSUANT TO THIS
AGREEMENT AND THE EXERCISE OF ANY RIGHT OR REMEDY BY THE
ADMINISTRATIVE AGENT HEREUNDER ARE SUBJECT TO THE PROVISIONS OF THE
INTERCREDITOR AGREEMENT REFERRED TO BELOW. IN THE EVENT OF ANY
CONFLICT BETWEEN THE TERMS OF THE INTERCREDITOR AGREEMENT AND THIS
AGREEMENT, THE TERMS OF THE INTERCREDITOR AGREEMENT SHALL GOVERN. SEE
SECTION 7.20.



     This
COLLATERAL AGREEMENT, dated as of 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 (“Holdings”), certain of
Holdings’ Subsidiaries as identified on the signature pages hereto as “Grantors” and
any Additional Grantor (as defined below) who may become party to this Agreement
(together with Holdings and such Subsidiaries, the “Grantors”), in favor of THE CIT
GROUP/BUSINESS CREDIT, INC. (“CIT”), as Administrative Agent (in such capacity, the
“Administrative Agent”) for the ratable benefit of the Secured Parties (as defined
below).



STATEMENT OF PURPOSE




     Pursuant to the Credit Agreement, dated as of August 23, 2006, among Holdings,
Broadview Networks, Inc., a Delaware corporation (“Broadview
Networks”), Broadview
Networks of Massachusetts, Inc., a Delaware corporation
(“Broadview MA”), Broadview
Networks of Virginia, Inc., a Virginia corporation (“Broadview VA”) and Bridgecom
International, Inc., a Delaware corporation (“Bridgecom International” and,
together with Holdings, Broadview Networks, Broadview MA, Broadview VA and Bridgecom
International, the “Borrowers”), the banks and other financial institutions from time
to time party thereto (the “Lenders”), Jefferies & Company, Inc., as syndication
agent, and the Administrative Agent (as amended, restated, supplemented or otherwise
modified from time to time, the “Credit Agreement”), the Lenders have agreed to make
Extensions of Credit to the Borrowers upon the terms and subject to the conditions set
forth therein.



     Pursuant to the terms of the Guaranty Agreement the Subsidiaries of Holdings
(other than the Borrowers) who are parties hereto have guaranteed the payment and
performance of the Obligations.



     It is a condition precedent to the obligation of the Lenders to make their
respective Extensions of Credit to the Borrowers (or participations in respect
thereof) under the Credit Agreement that the Grantors shall have executed and
delivered this Agreement to the Administrative Agent, for the ratable benefit of
itself, the Lenders and any Person that was a Lender or an Affiliate of a Lender
at the time any such Person became party to any Hedging Agreement (collectively,
the “Secured Parties”).



     The Administrative Agent, The Bank of New York and the Grantors have entered into
that certain Intercreditor Agreement, dated as of the date hereof (as amended,
restated,



Collateral Agreement





 









 







supplemented
or otherwise modified from time to time, the “Intercreditor
Agreement”), which agreement, among other things, sets forth, as between the Second
Priority Agent (as defined therein) and the Administrative Agent in its capacity as
the First Priority Agent (as defined therein), the relative priority of their
respective Liens on the Collateral and their rights with respect thereto.




     NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged by the parties hereto, and to induce the
Administrative Agent and the Lenders to enter into the Credit Agreement and to induce
the Lenders to make their respective Extensions of Credit to the Borrowers (or
participations in respect thereof) thereunder, each Grantor hereby agrees with the
Administrative Agent, for the ratable benefit of the Secured Parties, as follows:



ARTICLE I



DEFINED TERMS




     SECTION 1.1 Terms
Defined in the Uniform Commercial Code.



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



     (b) Terms defined in the UCC and not otherwise defined herein or in the
Credit Agreement shall have the meaning assigned in the UCC as in effect from
time to time.



     SECTION 1.2 Definitions. The following terms when used in this Agreement
shall have the meanings assigned to them below:



     “Additional Grantor” means each Subsidiary of Holdings which hereafter
becomes a Grantor pursuant to Section 7.18 (as required pursuant to
Section 8.11 of the Credit Agreement).



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

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



     “Applicable Insolvency Laws” means all Applicable Laws governing
bankruptcy, reorganization, arrangement, adjustment of debts, relief of
debtors, dissolution, insolvency, fraudulent transfers or conveyances or other
similar laws (including, without limitation, 11 U.S.C. Sections 544, 547, 548
and 550 and other “avoidance” provisions of Title 11 of the United States
Code).



Collateral Agreement





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     “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.



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


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



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



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



     “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.



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



     “Distributions” means all dividends paid on Capital Stock, liquidating dividends
paid on Capital Stock, shares (or other designations) of Capital S Stock resulting
from (or in connection with the exercise of) stock splits, reclassifications, warrants,
options, non-cash dividends, mergers, consolidations, and all other distributions
(whether similar or dissimilar to the foregoing) on or with respect to any Capital
Stock constituting Collateral.



Collateral Agreement




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     “Effective Endorsement and Assignment” means, with respect to any
specific type of Collateral, all such endorsements, assignments and other instruments
of transfer reasonably requested by the Administrative Agent with respect to the
Security Interest granted in such Collateral, and in each case, in form and substance
satisfactory to the Administrative Agent.



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



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



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



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



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



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



Collateral Agreement




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     “Partnership/LLC Interests” means, with respect to any Grantor,
the entire partnership, membership interest or limited liability company interest,
as applicable, of such Grantor in each partnership, limited partnership or limited
liability company owned thereby, including, without limitation, such Grantor’s
capital account, its interest as a partner or member, as applicable, in the net
cash flow, net profit and net loss, and items of income, gain, loss, deduction and
credit of any such partnership, limited partnership or limited liability company,
as applicable, such Grantor’s interest in all Distributions made or to be made by
any such partnership, limited partnership or limited liability company, as
applicable, to such Grantor and all of the other economic rights, titles and
interests of such Grantor as a partner or member, as applicable, of any such
partnership, limited partnership or limited liability company, as applicable,
whether set forth in the partnership agreement or membership agreement, as
applicable, of such partnership, limited partnership or limited liability company,
as applicable, by separate agreement or otherwise.



     “Patents” means collectively, all of the following of any Grantor: (a) all
patents, rights and interests in patents, patentable inventions and patent
applications anywhere in the world, including, without limitation, those listed on
Schedule 3.11 hereto, (b) all reissues, extensions, continuations (in whole
or in part) and renewals of any of the foregoing, (c) all income, royalties,
damages or payments now or hereafter due and/or payable under any of the foregoing
or with respect to any of the foregoing, including, without limitation, damages or
payments for past, present or future infringements of any of the foregoing, (d) the
right to sue for past, present and future infringements of any of the foregoing and
(e) all rights corresponding to any of the foregoing throughout the world.



     “Patent
License” means all agreements now or hereafter in existence, whether
written, implied or oral, providing for the grant by or to any Grantor of any right
to manufacture, use or sell any invention covered in whole or in part by a Patent,
including, without limitation, any of the foregoing referred to in Schedule
3.11 hereto.



     “Restricted Securities Collateral” means any or all Collateral that,
in order to exercise its right to sell any or all of such Collateral, the
Administrative Agent determines that it is necessary or advisable to register such
Collateral under the provisions of the Securities Act.



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



     “Securities Act” means the Securities Act of 1933, including all
amendments thereto and regulations promulgated thereunder.



     “Security Interests” means the security interests granted pursuant
to Article II, as well as all other security interests created or
assigned as additional security for the Obligations pursuant to the provisions of
the Credit Agreement.



     “Termination Date” means the date on which all Obligations have been
paid in full in cash, all Letters of Credit have been terminated or expired (or
cash collateralized to the reasonable satisfaction of the Issuing Lender(s)
thereof), all Hedging Agreements have been terminated and all Commitments shall
have been terminated



Collateral Agreement




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     “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.



     SECTION 1.3 Other Definitional Provisions. Terms defined in the Credit
Agreement and not otherwise defined herein shall have the meaning assigned thereto
in the Credit Agreement. With reference to this Agreement and each other Loan
Document, unless otherwise specified herein or in such other Loan Document: (a) the
definitions of terms herein shall apply equally to the singular and plural forms of
the terms defined, (b) whenever the context may require, any pronoun shall include
the corresponding masculine, feminine and neuter forms, (c) the words “include”,
“includes” and “including” shall be deemed to be followed by the phrase “without
limitation”, (d) the word “will” shall be construed to have the same meaning and
effect as the word “shall”, (e) any definition of or reference to any agreement,
instrument or other document herein shall be construed as referring to such
agreement, instrument or other document as from time to time amended, supplemented
or otherwise modified (subject to any restrictions on such amendments, supplements
or modifications set forth herein), (f) any reference herein to any Person shall be
construed to include such Person’s permitted successors and assigns, (g) the words
“herein”, “hereof and “hereunder”, and words of similar import, shall be construed
to refer to this Agreement in its entirety and not to any particular provision
hereof, (h) all references herein to Articles, Sections, Exhibits and Schedules
shall be construed to refer to Articles and Sections of, and Exhibits and Schedules
to, this Agreement, (i) the words “asset” and “property” shall be construed to have
the same meaning and effect and to refer to any and all tangible and intangible
assets and properties, including cash, securities, accounts and contract rights,
(j) the term “documents” includes any and all instruments, documents, agreements,
certificates, notices, reports, financial statements and other writings, however
evidenced, whether in physical or electronic form, (k) in the computation of
periods of time from a specified date to a later specified date, the word “from”
means “from and including;” the words “to” and “until” each mean “to but
excluding;” and the word “through” means “to and including”, (1) Section headings
herein and in the other Loan Documents are included for convenience of reference
only and shall not affect the interpretation of this Agreement or any other Loan
Document and (m) where the context requires, terms relating to the Collateral or
any part thereof, when used in relation to a Grantor, shall refer to such Grantor’s
Collateral or the relevant part thereof.



Collateral Agreement




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ARTICLE II




SECURITY INTEREST




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



     (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) all other personal property and rights of every kind and description
and interests therein not otherwise described above;



     (q) all books and records pertaining to the Collateral; and



Collateral Agreement



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     (r) to the extent not otherwise included, all Proceeds and products
of any and all of the foregoing and, to the extent not otherwise included, (A) all
payments under insurance (whether or not the Administrative Agent is the loss payee
thereof) and (B) all tort claims, and all collateral security and Supporting
Obligations (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.




     Notwithstanding the foregoing clause (a) of this Section 2.1, the
payment and performance of the Obligations shall not be secured by any Hedging
Agreement between any Grantor and any Secured Party.



     SECTION 2.2 Grantors Remain Liable. Anything herein to the contrary
notwithstanding: (a) each Grantor shall remain liable to perform all of its duties and
obligations under the contracts and agreements included in the Collateral to the same
extent as if this Agreement had not been executed, (b) the exercise by the
Administrative Agent of any of its rights hereunder shall not release any Grantor from
any of its duties or obligations under the contracts and agreements included in the
Collateral, (c) neither the Administrative Agent nor any other Secured Party shall
have any obligation or liability under the contracts and agreements included in the
Collateral by reason of this Agreement, nor shall the Administrative Agent or any
other Secured Party be obligated to perform any of the obligations or duties of any
Grantor thereunder or to take any action to collect or enforce any claim for payment
assigned hereunder, and (d) neither the Administrative Agent nor any other Secured
Party shall have any liability in contract or tort for any Grantor’s acts or
omissions.



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



ARTICLE III




REPRESENTATIONS AND WARRANTIES




     To induce the Administrative Agent and the Lenders to enter into the Credit
Agreement and to induce the Lenders to make their respective Extensions of Credit to
the Borrowers thereunder, each Grantor hereby represents and warrants to the
Administrative Agent and each other Secured Party that:



     SECTION 3.1 Existence. Each Grantor is duly organized, validly existing
and in good standing under the laws of the jurisdiction of its incorporation or
formation, has the requisite power and authority to own its properties and to carry on
its business as now being and hereafter proposed to be conducted and is duly qualified
and authorized to do business in each jurisdiction in which the character of its
properties or the nature of its business requires such qualification and authorization
except in jurisdictions where the failure to be so qualified or in good standing could
not reasonably be expected to have a Material Adverse Effect.




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



     SECTION 3.3 Consents. No approval, consent, exemption, authorization or
other action by, or notice to, or filing with, any Governmental Authority or any other
Person is necessary or required in connection with the execution, delivery or
performance by, or enforcement against any Grantor or any Issuer of this Agreement,
except (a) as may be required by laws affecting the offering and sale of securities
generally, (b) filings with the United States Copyright Office and/or the United
States Patent and Trademark Office, (c) filings under the UCC and/or the Assignment of
Claims Act, and (d) those that have been obtained or for which failure to obtain or
make could not reasonably be expected to have a Material Adverse Effect.



     SECTION 3.4 Perfected First Priority Liens. Each financing statement
naming any Grantor as a debtor is in appropriate form for filing in the appropriate
filing offices of the states specified on Schedule 3.6. The Security Interests
granted pursuant to this Agreement (a) constitute valid security interests in all of
the Collateral in favor of the Administrative Agent, for the ratable benefit of the
Secured Parties, as collateral security for the Obligations, and (b): (i) when UCC
financing statements containing an adequate description of the Collateral, the correct
name of the Grantor and the name of the Administrative Agent shall have been filed in
the offices specified in Schedule 3.6, 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 Administrative 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.



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     SECTION 3.5 Title, No Other Liens. Except for the Security
Interests, each Grantor owns each item of the Collateral free and clear of any and all
Liens or claims other than Permitted Liens. No effective financing statement under the
UCC of any state which names a Grantor as debtor or other public notice with respect
to all or any part of the Collateral is on file or of record in any public office,
except such as have been filed in favor of the Administrative Agent, for the ratable
benefit of the Secured Parties, pursuant to this Agreement or in connection with
Permitted Liens. No Collateral is in the possession or Control of any Person asserting
any claim thereto or security interest therein, except that (a) the Administrative
Agent or its designee may have possession or Control of Collateral as contemplated
hereby, (b) a depositary bank may have Control of a Deposit Account owned by a Grantor
at such depositary bank and a Securities Intermediary may have Control over a
Securities Account owned by a Grantor at such Securities Intermediary, in each case
subject to the terms of any Control Agreement and to the extent required by Section 4,
in favor of the Administrative Agent, and (c) a bailee, consignee or other Person may
have possession of the Collateral as contemplated by, and so long as the applicable
Grantors have complied to the satisfaction of the Administrative Agent, with the
applicable provisions of Section 4.6(c).



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



     (a) The exact legal name of each Grantor is set forth on Schedule 3.6,
Except as set forth on Schedule 3.6 under such Grantor’s name, during the four months
preceding the date hereof, no Grantor has been known by any other legal name, nor has
any Grantor been the subject of any merger or other corporate reorganization.



     (b) Each Grantor is a Registered Organization organized under the laws of the
state identified on Schedule 3.6 under such Grantor’s name. The taxpayer
identification number and Registered Organization number of each Grantor is set forth
on Schedule 3.6 under such Grantor’s name.



     (c) All Collateral consisting of Inventory, Equipment and Fixtures (whether now
owned or hereafter acquired) is (or will be) located at the locations specified on
Schedule 3.6, except 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
Administrative Agent as owing by each Account Debtor is, or will be, the correct
amount actually and unconditionally owing, except for ordinary cash discounts and
allowances in accordance with such Grantor’s prudent business conduct, as determined
by such Grantor. No Account Debtor has any defense, set-off, claim or counterclaim
against any Grantor that can be asserted against the Administrative Agent, whether in
any proceeding to enforce Administrative Agent’s rights in the Collateral or otherwise
except defenses, setoffs, claims or counterclaims that are not, in the aggregate,
material to the value of the Accounts as a whole. None of the Accounts is, nor will
any hereafter arising Account be, evidenced by a promissory note or other Instrument
(other than



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a check) that has not been pledged to the Administrative Agent in accordance with
the terms hereof.




     SECTION 3.8 Chattel Paper. As of the date hereof, no Grantor holds
any Chattel Paper in the ordinary course of its business.



     SECTION 3.9 Commercial Tort Claims. As of the date hereof, all
Commercial Tort Claims owned by any Grantor are listed on Schedule 3.9.



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



     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.



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     (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 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 Administrative Agent and no Grantor has consented to, and is
otherwise aware of, any Person (other than the Administrative Agent pursuant hereto)
having control (within the meaning of Section 9-104 of the UCC) over, or any other
interest in any of such Grantor’s rights in respect thereof.



ARTICLE IV




COVENANTS




     Until the Termination Date, each Grantor covenants and agrees that:



     SECTION 4.1 Maintenance of Perfected Security Interest; Further
Information.



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



     (b) Each Grantor will furnish to the Administrative Agent upon the Administrative
Agent’s reasonable request statements and schedules further identifying and describing
the assets



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and property of such Grantor and such other reports in connection
therewith as the Administrative Agent may reasonably request, all in
reasonable detail.




     SECTION 4.2 Maintenance of Insurance.



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



     (b) All insurance referred to in subsection (a) above shall (i) name the
Administrative Agent, for the ratable benefit of the Secured Parties, as loss payee
(to the extent covering risk of loss or damage to tangible property) and as an
additional insured as its interests may appear (to the extent covering any other
risk), (ii) provide that no cancellation, material reduction in amount or material
change in coverage thereof shall be effective until at least thirty (30) days after
receipt by the Administrative Agent of written notice thereof and (iii) be reasonably
satisfactory in all other respects to the Administrative Agent.



     (c) Upon the reasonable request of the Administrative Agent from time to time,
each Grantor shall deliver to the Administrative Agent and the Lenders periodic
information from a reputable insurance broker with respect to the insurance referred
to in this Section 4.2.



     SECTION 4.3 Changes in Locations; Changes in Name or Structure. No
Grantor will, except upon thirty (30) days’ prior written notice to the Administrative
Agent and delivery to the Administrative Agent of (a) all additional financing
statements and other instruments and documents reasonably requested by the
Administrative Agent to maintain the validity, perfection and priority of the Security
Interests and (b) if applicable, a written supplement to the Schedules of this
Agreement:




     (i) permit any Deposit Account (other than a Deposit Account that
constitutes Excluded Collateral) to be held by or at a depositary bank other
than the depositary bank that held such Deposit Account as of the date hereof as
set forth on Schedule 3.10;




     (ii) permit any Investment Property (other than Certificated
Securities delivered to the Administrative Agent pursuant to Section
4.5) to be held by a Securities Intermediary other than the 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.



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     SECTION 4.4 Required Notifications. Each Grantor shall promptly
notify the Administrative Agent, in writing, of: (a) any Lien (other than Permitted
Liens) on any of the Collateral which would adversely affect the ability of the
Administrative Agent to exercise any of its remedies hereunder, (b) the occurrence of
any other event which could reasonably be expected to have a Material Adverse Effect
on the aggregate value of the Collateral or on the Security Interests, and (c) the
acquisition or ownership by such Grantor of any (i) Commercial Tort Claim in excess of
$250,000 and deliver to the Administrative Agent a written supplement to Schedule
3.9 of this Agreement describing such Commercial Tort Claim, (ii) Deposit Account
(other than a Deposit Account that constitutes Excluded Collateral), or (iii)
Investment Property in excess of $250,000 after the date hereof.



     SECTION 4.5 Delivery Covenants. Each Grantor will deliver and pledge to
the Administrative Agent, for the ratable benefit of the Secured Parties, all
Certificated Securities, Partnership/LLC Interests evidenced by a certificate,
negotiable Documents, Instruments, and Tangible Chattel Paper owned or held by such
Grantor, in each case, together with an Effective Endorsement and Assignment and all
Supporting Obligations, as applicable, unless such delivery and pledge has been waived
in writing by the Administrative Agent.



     SECTION 4.6 Control Covenants.



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




     (i) each depositary bank (other than the Administrative Agent)
holding a Deposit Account (other than a Deposit Account that constitutes
Excluded Collateral) owned by such Grantor (unless (x) such Deposit Account has
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
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 Deposit Accounts and 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 Administrative Agent with Control of such Deposit Account or such
Investment Property (as the case may be), providing that no such depositary bank or
Securities Intermediary shall take instructions from the applicable Grantor after
notice from the Administrative Agent of the occurrence of any Trigger Event (but if,
after the occurrence of any Trigger Event, no Trigger Event shall have occurred during
any period of 30 consecutive days, then, at the end of such 30-day period, the
Administrative Agent shall notify such depositary bank or such Securities Intermediary
that the




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applicable Grantor is once again entitled to give instructions to such depositary bank
or Securities Intermediary), and otherwise in form and substance reasonably
satisfactory to the Administrative Agent (any such depositary bank executing and
delivering any such Control Agreement, a “Controlled Depositary”, and any such
Securities Intermediary executing and delivering any such Control Agreement, a
“Controlled Intermediary”). The Administrative Agent and the Grantors agree to
cooperate with each other so that each depositary bank and Securities 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, the Administrative
Agent, in its sole discretion, may require the applicable Deposit Account and
Investment Property to be transferred to the Administrative Agent or a Controlled
Depositary or Controlled Intermediary, as applicable. From and after the date thirty
(30) days after the date of this Agreement, all Deposit Accounts and all Investment
Property (other than such Deposit Accounts and Investment Property that constitute
Excluded Collateral) will be maintained with the Administrative Agent or with a
Controlled Depository or a Controlled Intermediary, as applicable. The provisions of
this Section 4.6(a) shall not apply to the Escrow Account.




     (b) Each Grantor will take such actions and deliver all such agreements as are
requested by the Administrative Agent to provide the Administrative Agent with Control
of all Letter of Credit Rights and Electronic Chattel Paper owned or held by such
Grantor, including, without limitation, with respect to any such Electronic Chattel
Paper, by having the Administrative Agent identified as the assignee on the Record(s)
pertaining to the single authoritative copy thereof.



     (c) If any Collateral (other than Collateral specifically subject to the
provisions of Section 4.6(a) and Section 4.6(b) exceeding in value
$250,000 in the aggregate (such Collateral exceeding such amount, the “Excess
Collateral”) is at any time in the possession or control of any consignee,
warehouseman, bailee (other than a carrier transporting Inventory to a purchaser in
the ordinary course of business), processor, or any other third party, such Grantor
shall notify such Person in writing of the Security Interests created hereby, shall
use its commercially reasonable efforts to obtain such Person’s written agreement to
hold all such Collateral for the Administrative Agent’s account subject to the
Administrative Agent’s instructions, and shall use its commercially reasonable efforts
to cause such Person to issue and deliver to the Administrative Agent warehouse
receipts, bills of lading or any similar documents relating to such Collateral to the
Administrative Agent’s together with an Effective Endorsement and Assignment;
provided that if such Grantor is not able to obtain such agreement and cause
the delivery of such items, the Administrative Agent, in its sole discretion, may
require such Excess Collateral to be moved to another location specified thereby.
Further, each Grantor shall perfect and protect such Grantor’s ownership interests in
all Inventory that is Excess Collateral stored with a consignee for more than twelve
(12) months against creditors of the consignee by filing and maintaining financing
statements against the consignee reflecting the consignment arrangement filed in all
appropriate filing offices, providing any written notices required to notify any prior
creditors of the consignee of the consignment arrangement.



     SECTION 4.7 Filing Covenants. Pursuant to Section 9-509 of the UCC and
any other Applicable Law, each Grantor authorizes the Administrative Agent to file or
record financing statements and other filing or recording documents or instruments
with respect to the Collateral



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to perfect as applicable, the Security Interests of the Administrative Agent under
this Agreement. Such financing statements may describe the Collateral in the same
manner as described herein or may contain an indication or description of Collateral
that describes such property in any other manner as the Administrative Agent may
determine, in its sole discretion, is necessary, advisable or prudent to ensure the
perfection of the Security Interest in the Collateral granted herein, including,
without limitation, describing such property as “all assets” or “all personal
property.”




     SECTION 4.8 Accounts.



     (a) Other than in the ordinary course of business consistent with prudent
business conduct as determined by such Grantor, no Grantor will (i) grant any
extension of the time of payment of any Account, (ii) compromise or settle any Account
for less than the full amount thereof, (iii) release, wholly or partially, any Account
Debtor, (iv) allow any credit or discount on any Account or (v) amend, supplement or
modify any Account in any manner that could reasonably be likely to adversely affect
the value thereof.



     (b) Each Grantor will deliver to the Administrative Agent a copy of each material
demand, notice or document received by it that questions or calls into doubt the
validity or enforceability of any material Account.



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



     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



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is pending (owned by such Grantor) could reasonably be expected to become
invalidated or otherwise impaired and (vi) will not (either itself or through
licensees) do any act whereby any material portion of the Copyrights may fall into the
public domain.




     (b) Except as could not reasonably be expected to have a Material Adverse Effect,
each Grantor will notify the Administrative Agent and the Lenders promptly if it
knows, or has reason to know, that any application or registration relating to any
Intellectual Property owned by such Grantor shall become forfeited, abandoned or
dedicated to the public, or of any adverse final determination regarding such
Grantor’s ownership of, or the validity of, any Intellectual Property owned by such
Grantor or such Grantor’s right to register the same or to own and maintain the same.



     (c) No less frequently than once per fiscal quarter (for each fiscal quarter in
which any new application is made), the Grantors shall provide a report to the
Administrative Agent of any new applications for the registration of any Intellectual
Property with the United States Patent and Trademark Office, the United States
Copyright Office or any similar office or agency in any other country or any political
subdivision thereof, made by the Grantors during such fiscal quarter, whether such
application is made by a Grantor or through any agent, employee, licensee or designee
of a Grantor. Upon request of the Administrative Agent, the applicable Grantor shall
execute and deliver, and have recorded, any and all agreements, instruments,
documents, and papers as the Administrative Agent may reasonably request to evidence
the security interest of the Secured Parties in any Copyright, Patent or Trademark and
the goodwill and General Intangibles of such Grantor relating thereto or represented
thereby.



     (d) Except as could not reasonably be expected to have a Material Adverse Effect,
each Grantor will take all reasonable and necessary steps, at such Grantor’s sole cost
and expense, including, without limitation, in any proceeding before the United States
Patent and Trademark Office, the United States Copyright Office or any similar office
or agency in any other country or any political subdivision thereof, to maintain and
pursue each application unless Grantor shall reasonably deem it appropriate under the
circumstances to pursue such application (and to obtain the relevant registration) and
to maintain each registration of material Intellectual Property, including, without
limitation, filing of applications for renewal, affidavits of use and affidavits of
incontestability.



     (e) In the event that any Grantor learns that any material Intellectual Property
owned by a Grantor is materially infringed, misappropriated or diluted by a third
party, the applicable Grantor shall (i) at such Grantor’s sole cost and expense, take
such actions as such Grantor shall reasonably deem appropriate under the circumstances
to protect such Intellectual Property and (ii) if such Intellectual Property is of
material economic value, promptly notify the Administrative Agent after it learns of
such infringement, misappropriation or dilution.



     SECTION 4.10 Investment Property; Partnership/LLC Interests.



     (a) Without the prior written consent of the Administrative Agent, no
Grantor will (i) vote to enable, or take any other action to permit, any applicable
Issuer to issue any Investment Property or Partnership/LLC Interests, except for such
additional Investment Property or Partnership/LLC Interests that will be subject to
the Security Interest granted herein



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in favor of the Secured Parties, or (ii) enter into any agreement or undertaking in
violation of the Credit Agreement. The Grantors will defend the right, title and
interest of the Administrative Agent in and to any Investment Property and
Partnership/LLC Interests against the claims and demands of all Persons 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 Parties, hold the same in trust for the Secured Parties, segregated from other
funds of such Grantor, and promptly deliver the same to the Administrative Agent, on
behalf of the Secured Parties, in accordance with the terms hereof.



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



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



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



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ARTICLE V




REMEDIAL PROVISIONS




     SECTION 5.1 General Remedies. If an Event of Default shall occur and
be continuing, the Administrative Agent, on behalf of the Secured Parties, may
exercise, in addition to all other rights and remedies granted to them in this
Agreement and in any other instrument or agreement securing, evidencing or relating
to the Obligations, all rights and remedies of a secured party under the UCC or any
other Applicable Law. Without limiting the generality of the foregoing, the
Administrative Agent, without demand of performance or other demand, presentment,
protest, advertisement or notice of any kind (except any notice required by
Applicable Law as referred to below) to or upon any Grantor or any other Person
(all and each of which demands, defenses, advertisements and notices are hereby
waived to the fullest extent permitted by Applicable Law), may in such
circumstances forthwith collect, receive, appropriate and realize upon the
Collateral, or any part thereof, and/or may forthwith sell, lease, assign, give
option or options to purchase, or otherwise dispose of and deliver the Collateral
or any part thereof (or contract to do any of the foregoing), in one or more
parcels at public or private sale or sales, at any exchange, broker’s board or
office of the Administrative Agent or any other Secured Party or elsewhere upon
such terms and conditions as it may deem advisable and at such prices as it may
deem best, for cash or on credit or for future delivery without assumption of any
credit risk. The Administrative Agent may disclaim all warranties in connection
with any sale or other disposition of the Collateral, including, without
limitation, any warranties of title, possession, quiet enjoyment and the like. The
Administrative Agent or any other Secured Party shall have the right upon any such
public sale or sales, and, to the extent permitted by law, upon any such private
sale or sales, to purchase the whole or any part of the Collateral so sold, free of
any right or equity of redemption in any Grantor, which right or equity is hereby
waived and released. Each Grantor further agrees, at the Administrative Agent’s
request, to assemble the Collateral and make it available to the Administrative
Agent at places which the Administrative Agent shall reasonably select, whether at
such Grantor’s premises or elsewhere. To the fullest extent permitted by Applicable
Law, each Grantor waives all claims, damages and demands it may acquire against the
Administrative Agent or any other Secured Party arising out of the exercise by them
of any rights hereunder except to the extent any such claims, damages, or demands
result solely from the gross negligence or willful misconduct of the Administrative
Agent or any other Secured Party, in each case against whom such claim is asserted.
If any notice of a proposed sale or other disposition of Collateral shall be
required by law, such notice shall be deemed reasonable and proper if given at
least ten (10) days before such sale or other disposition.



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



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




     (i) the Administrative Agent may communicate with Account Debtors
of any Account subject to a Security Interest and, upon the request of the
Administrative Agent,




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




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




     (iii) the Administrative Agent may deliver 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 Administrative Agent may not deliver any notices or instructions in
accordance with the Control Agreements covering Deposit Accounts and/or
Securities Accounts. In addition, whenever any Grantor shall receive any cash,
money, checks or any other similar items of payment relating to any Collateral
(including any Proceeds of any Collateral), subject to the terms of any
Permitted Liens, such Grantor agrees that it will, within one (1) Business Day
of such receipt, deposit all such items of payment into the Collateral Account
or in a Deposit Account at a Controlled Depositary, and until such Grantor shall
deposit such cash, money, checks or any other similar items of payment in the
Collateral Account or in a Deposit Account at a Controlled Depositary, such
Grantor shall hold such cash, money, checks or any other similar items of
payment in trust for the Secured Parties and as property of the Secured Parties,
and the Administrative Agent shall have the right to transfer or direct the
transfer of the balance of each Deposit Account to the Collateral Account. All
such Collateral and Proceeds of Collateral received by the Administrative Agent
hereunder shall be held by the Administrative Agent in the Collateral Account as
collateral security for all the Obligations and shall not constitute payment
thereof until applied as provided in Section 5.4;




     (iv) the Administrative Agent shall have the right to receive any and
all cash dividends, payments or other Distributions made in respect of any
Investment Property, any Partnership/LLC Interests or any other Proceeds paid in
respect of any Investment Property or any Partnership/LLC Interests, and any or
all of any Investment Property or any Partnership/LLC Interests shall be
registered in the name of the Administrative Agent or its nominee, and the
Administrative Agent or its nominee may thereafter exercise (A) all voting,
corporate and other rights pertaining to such Investment Property or such
Partnership/LLC Interests at any meeting of shareholders, partners or members of
the relevant Issuers and (B) any and all rights of conversion, exchange and
subscription and any other rights, privileges or options pertaining to such
Investment Property or such Partnership/LLC Interests as if it were the absolute
owner thereof (including, without limitation, the right to exchange at its
discretion any and all of the Investment Property or any and all of the
Partnership/LLC Interests upon the merger, consolidation, reorganization,
recapitalization or other fundamental change in the corporate, partnership



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or company structure of any Issuer or upon the exercise by any Grantor or
the Administrative Agent of any right, privilege or option pertaining to such
Investment Property or such Partnership/LLC Interests, and in connection
therewith, the right to deposit and deliver any and all of the Investment
Property or any and all of the Partnership/LLC Interests with any committee,
depositary, transfer agent, registrar or other designated agency upon such terms
and conditions as the Administrative Agent may determine), all without liability
except to account for property actually received by it; but the Administrative
Agent shall have no duty to any Grantor to exercise any such right, privilege or
option and the Administrative Agent and the other Secured Parties shall not be
responsible for any failure to do so or delay in so doing. In furtherance
thereof, each Grantor hereby authorizes and instructs each Issuer with respect
to any Collateral consisting of Investment Property and Partnership/LLC
Interests to (i) comply with any instruction received by it from the
Administrative Agent in writing that (A) states that an Event of Default has
occurred and is continuing and (B) is otherwise in accordance with the terms of
this Agreement, without any other or further instructions from such Grantor, and
each Grantor agrees that each Issuer shall be fully protected in so complying
following receipt of such notice and prior to notice that such Event of Default
is no longer continuing, and (ii) except as otherwise expressly permitted
hereby, pay any dividends, payments or other Distributions with respect to any
Investment Property or any Partnership/LLC Interests directly to the
Administrative Agent;




     (v) the Administrative Agent shall be entitled to (but shall not be
required to): (A) proceed to perform any and all obligations of the applicable
Grantor under any Material Contract and exercise all rights of such Grantor
thereunder as fully as such Grantor itself could, (B) do all other acts which
the Administrative Agent may deem necessary or proper to protect its Security
Interest granted hereunder, provided such acts are not inconsistent with or in
violation of the terms of any of the Credit Agreement, of the other Loan
Documents or Applicable Law, and (C) sell, assign or otherwise transfer any
Material Contract in accordance with the Credit Agreement, the other Loan
Documents and Applicable Law, subject, however, to the prior approval of each
other party to such Material Contract, to the extent required under the Material
Contract; and



     (c) Unless an Event of Default shall have occurred and be continuing and
the Administrative Agent shall have given notice to the relevant Grantor of the
Administrative Agent’s intent to exercise its corresponding rights pursuant to
Section 5.2(b), each Grantor shall be permitted to receive all cash dividends,
payments or other Distributions made in respect of any Investment Property and any
Partnership/LLC Interests, to the extent permitted in the Credit Agreement, and to
exercise all voting and other corporate, company and partnership rights with respect
to any Investment Property and any Partnership/LLC Interests; provided that,
no vote shall be cast or other corporate, company and partnership right exercised or
other action taken in violation of the Credit Agreement, this Agreement or any other
Loan Document.



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



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other things, to acquire such securities for their own account for investment
and not with a view to the distribution or resale thereof. Each Grantor acknowledges
and agrees that any such private sale may result in prices and other terms less
favorable than if such sale were a public sale and, notwithstanding such
circumstances, agrees that any such private sale shall be deemed to have been made in
a commercially reasonable manner. The Administrative Agent shall be under no
obligation to delay a sale of any of the Restricted Securities Collateral for the
period of time necessary to permit the Issuer thereof to register such securities for
public sale under the Securities Act, or under applicable state securities laws, even
if such Issuer would agree to do so.




     (b) Each Grantor agrees to use its commercially reasonable efforts to do or cause
to be done all such other acts as may be necessary to make such sale or sales of all
or any portion of the Restricted Securities Collateral valid and binding and in
compliance with any and all other Applicable Laws. Notwithstanding the foregoing
Grantors are not required to register the Restricted Securities Collateral for public
sale under the Securities Act or under applicable state securities law.



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



     (d) Each Grantor further agrees that a breach of any of the covenants contained
in this Section 5.3 will cause irreparable injury to the Administrative Agent
and the other Secured Parties, that the Administrative Agent and the other Secured
Parties have no adequate remedy at law in respect of such breach and, as a
consequence, that each and every covenant contained in this Section 5.3 shall
be specifically enforceable against such Grantor, and such Grantor hereby waives and
agrees to the fullest extent permitted by Applicable Law not to assert any defenses
against an action for specific performance of such covenants except for a defense that
no Event of Default has occurred under the Credit Agreement.



     SECTION 5.4 Application of Proceeds. At such intervals as may be agreed
upon in writing by the Borrowers and the Administrative Agent, or, if an Event of
Default shall have occurred and be continuing, at any time at the Administrative
Agent’s election, the Administrative Agent may apply all or any part of the Collateral
or any Proceeds of the Collateral in payment in whole or in part of the Obligations
(after deducting all reasonable costs and expenses of every kind incurred in
connection therewith or incidental to the care or safekeeping of any of the Collateral
or in any way relating to the Collateral or the rights of the



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Administrative Agent and the Lenders hereunder, including, without limitation,
reasonable attorneys’ fees and disbursements) in accordance with Section 10.4
of the Credit Agreement. Only after (i) the payment by the Administrative Agent of any
other amount required by any provision of Applicable Law, including, without
limitation, Section 9-610 and Section 9-615 of the UCC and (ii) the payment in full of
the Obligations and the termination of the Commitments, shall the Administrative Agent
account for the surplus, if any, to any Grantor, or to whomever may be lawfully
entitled to receive the same (if such Person is not a Grantor).




     SECTION 5.5 Waiver, Deficiency. Each Grantor hereby waives, to the
fullest extent permitted by Applicable Law, all rights of redemption, appraisement,
valuation, stay, extension or moratorium now or hereafter in force under any
Applicable Law in order to prevent or delay the enforcement of this Agreement or the
absolute sale of the Collateral or any portion thereof. Each Grantor shall remain
liable for any deficiency if the proceeds of any sale or other disposition of the
Collateral are insufficient to pay its Obligations and the reasonable fees and
disbursements of any attorneys employed by the Administrative Agent or any other
Secured Party to collect such deficiency.



ARTICLE VI




THE ADMINISTRATIVE AGENT




     SECTION 6.1 Administrative Agent’s Appointment as Attorney-In-Fact. (a)
Each Grantor hereby irrevocably constitutes and appoints the Administrative Agent and
any officer or agent thereof, with full power of substitution, as its true and lawful
attorney-in-fact with full irrevocable power and authority in the place and stead of
such Grantor and in the name of such Grantor or in its own name, for the purpose of
carrying out the terms of this Agreement, to take any and all appropriate action and
to execute any and all documents and instruments which may be necessary or desirable
to accomplish the purposes of this Agreement, such power of attorney to be exercised
by the Administrative Agent only upon the occurrence and during the continuance of an
Event of Default, and, without limiting the generality of the foregoing, each Grantor
hereby gives the Administrative Agent the power and right, on behalf of such Grantor,
without notice to or assent by such Grantor, to do any or all of the following upon
the occurrence and during the continuation of an Event of Default:




     (i) in the name of such Grantor or its own name, or otherwise, take
possession of and indorse and collect any checks, drafts, notes, acceptances or
other instruments for the payment of moneys due under any Account or Material
Contract subject to a Security Interest or with respect to any other Collateral
and file any claim or take any other action or proceeding in any court of law or
equity or otherwise deemed appropriate by the Administrative Agent for the
purpose of collecting any and all such moneys due under any Account or Material
Contract subject to a Security Interest or with respect to any other Collateral
whenever payable;




     (ii) in the case of any Intellectual Property, execute and
deliver, and have recorded, any and all agreements, instruments, documents
and papers as the Administrative Agent may request to evidence the
Administrative Agent’s and the



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Secured Parties’ security interest in such Intellectual Property
and the goodwill and General Intangibles of such Grantor relating
thereto or represented thereby;




     (iii) pay or discharge taxes and Liens levied or placed on or
threatened against the Collateral, effect any repairs or any insurance called
for by the terms of this Agreement and pay all or any part of the premiums
therefor and the costs thereof;




     (iv) execute, in connection with any sale provided for in this
Agreement, any endorsements, assignments or other instruments of conveyance or
transfer with respect to the Collateral; and




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



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



     (c) The reasonable expenses of the Administrative Agent incurred in connection
with actions taken pursuant to the terms of this Agreement, together with interest
thereon at a rate per annum equal to the highest rate per annum at which interest
would then be payable on any category of past due Base Rate Loans under the Credit
Agreement, from the date of payment by the Administrative Agent to the date reimbursed
by the relevant Grantor, shall be payable by such Grantor to the Administrative Agent
on demand.



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     (d) Each Grantor hereby ratifies all that said attorneys shall lawfully
do or cause to be done by virtue hereof in accordance with Section 6.1(a).
All powers, authorizations and agencies contained in this Agreement are coupled
with an interest and are irrevocable until this Agreement is terminated and the
Security Interests created hereby are released.



     SECTION 6.2 Duty of Administrative Agent. The sole duty of the
Administrative Agent with respect to the custody, safekeeping and physical
preservation of the Collateral in its possession, under Section 9-207 of the UCC or
otherwise, shall be to deal with it in the same manner as the Administrative Agent
deals with similar property for its own account. Neither the Administrative Agent, any
other Secured Party nor any of their respective officers, directors, employees or
agents shall be liable for failure to demand, collect or realize upon any of the
Collateral or for any delay in doing so or shall be under any obligation to sell or
otherwise dispose of any Collateral upon the request of any Grantor or any other
Person or to take any other action whatsoever with regard to the Collateral or any
part thereof. The powers conferred on the Administrative Agent and the other Secured
Parties hereunder are solely to protect the interests of the Administrative Agent, and
the other Secured Parties in the Collateral and shall not impose any duty upon the
Administrative Agent or any other Secured Party to exercise any such powers. The
Administrative Agent and the other Secured Parties shall be accountable only for
amounts that they actually receive as a result of the exercise of such powers, and
neither they nor any of their officers, directors, employees or agents shall be
responsible to any Grantor for any act or failure to act hereunder, except for their
own gross negligence or willful misconduct.



     SECTION 6.3 Authority of Administrative Agent. Each Grantor acknowledges
that the rights and responsibilities of the Administrative Agent under this Agreement
with respect to any action taken by the Administrative Agent or the exercise or non
exercise by the Administrative Agent of any option, voting right, request, judgment or
other right or remedy provided for herein or resulting or arising out of this
Agreement shall, as between the Administrative Agent and the Lenders, be governed by
the Credit Agreement and by such other agreements with respect thereto as may exist
from time to time among them, but, as between the Administrative Agent and the
Grantors, the Administrative Agent shall be conclusively presumed to be acting as
agent for the Secured Parties with full and valid authority so to act or refrain from
acting, and no Grantor shall be under any obligation, or entitlement to make any
inquiry respecting such authority.



ARTICLE VII




MISCELLANEOUS




     SECTION 7.1 Notices. All notices and communications hereunder shall be
given to the addresses and otherwise made in accordance with Section 12.1 of the
Credit Agreement; provided that notices and communications to the Grantors
shall be directed to the Grantors, at the address of Holdings set forth in Section
12.1 of the Credit Agreement.



     SECTION 7.2 Amendments, Waivers and Consents. None of the terms,
covenants, agreements or conditions of this Agreement may be amended, supplemented or
otherwise modified, nor may they be waived, nor may any consent be given, except in
accordance with Section 12.2 of the Credit Agreement.



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     SECTION 7.3 Expenses, Indemnification, Waiver of Consequential Damages, etc. (a)
Each Grantor, jointly and severally, shall pay all out-of-pocket expenses incurred by the
Administrative Agent and each other Secured Party pursuant to, and in accordance with, the
applicable provisions of Section 12.3 of the Credit Agreement.



     (b) Each Grantor, jointly and severally, shall indemnify each Indemnitee pursuant to, and
in accordance with, Section 12.3 of the Credit Agreement.



     (c) Notwithstanding anything to the contrary contained in this Agreement, to the fullest
extent permitted by Applicable Law, each Grantor shall not assert, and hereby waives, any claim
against any Indemnitee, on any theory of liability, for special, indirect, consequential or
punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as
a result of, this Agreement, any other Loan Document or any agreement or instrument contemplated
hereby, the transactions contemplated hereby or thereby, any Extension of Credit or the use of the
proceeds thereof.



     (d) No Indemnitee referred to in this Section 7.3 shall be liable for any damages
arising from the use by unintended recipients of any information or other materials distributed by
it through telecommunications, electronic or other information transmission systems in connection
with this Agreement or the other Loan Documents or the transactions contemplated hereby or thereby.



     (e) Each Grantor agrees to pay, and to save the Administrative Agent and the other Secured
Parties harmless from, any and all liabilities with respect to, or resulting from any such
Grantor’s delay in paying, any and all stamp, excise, sales withholding or other taxes which may be
payable or determined to be payable in connection with any of the transactions contemplated by this
Agreement.



     (f) All amounts due under this Section 7.3 shall be payable promptly after demand
therefor.



     SECTION 7.4 Right of Set Off. If an Event of Default shall have occurred and be
continuing and subject to Section 4.6, each Secured Party and each of its respective
Affiliates is hereby authorized at any time and from time to time, to the fullest extent
permitted by Applicable Law, to set off and apply any and all deposits (general or special,
time or demand, provisional or final, in whatever currency) at any time held and other
obligations (in whatever currency) at any time owing by such Secured Party or any such
Affiliate to or for the credit or the account of such Grantor against any and all of the
obligations of such Grantor now or hereafter existing under this Agreement or any other Loan
Document to such Secured Party irrespective of whether or not such Secured Party shall have
made any demand under this Agreement or any other Loan Document and although such obligations
of such Grantor may be contingent or unmatured or are owed to a branch or office of such
Secured Party different from the branch or office holding such deposit or obligated on such
indebtedness. The rights of each Secured Party and its respective Affiliates under this
Section are in addition to other rights and remedies (including other rights of set off) that
such Secured Party or its respective Affiliates may have. Each Secured Party agrees to notify
such Grantor and the Administrative Agent



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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 Loan Document, or for recognition or enforcement of any
judgment, and each of the parties hereto irrevocably and unconditionally agrees that all claims in
respect of any such action or proceeding may be heard and determined in such New York State court
or, to the fullest extent permitted by Applicable Law, in such Federal court. Each of the parties
hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be
enforced in other jurisdictions by suit on the judgment or in any other manner provided by
Applicable Law. Nothing in this Agreement or in any other Loan Document shall affect any right that
the Administrative Agent or any other Secured Party may otherwise have to bring any action or
proceeding relating to this Agreement or any other Loan Document against any Grantor or its
properties in the courts of any jurisdiction.



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



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



     (e) Appointment of Holdings as Agent for the Grantors. Each Grantor hereby irrevocably
appoints and authorizes Holdings to act as its agent for service of process and notices required to
be delivered under this Agreement or under the other Loan Documents, it being understood and agreed
that receipt by Holdings of any summons, notice or other similar item shall be deemed effective
receipt by each Grantor and its Subsidiaries.



     SECTION 7.6 Waiver of Jury Trial. EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES, TO THE
FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL
PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER LOAN
DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY (WHETHER BASED ON CONTRACT, TORT



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OR ANY OTHER THEORY). EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF
ANY OTHER PERSON HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PERSON WOULD NOT, IN THE
EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE
OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS
BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.



     SECTION
7.7 Injunctive Relief. (a) The Grantors recognize that, in the event the
Grantors fail to perform, observe or discharge any of their obligations or liabilities under this
Agreement or any other Loan Document, any remedy of law may prove to be inadequate relief to the
Administrative Agent and the other Secured Parties. Therefore, the Grantors agree that the
Administrative Agent and the other Secured Parties, at the option of the Administrative Agent and
the other Secured Parties, shall be entitled to temporary and permanent injunctive relief in any
such case without the necessity of proving actual damages.



     (b) The Administrative Agent, the other Secured Parties and each Grantor hereby agree
that no such Person shall have a remedy of punitive or exemplary damages against any other party to
a Loan Document and each such Person hereby waives any right or claim to punitive or exemplary
damages that they may now have or may arise in the future in connection with any Dispute, whether
such Dispute is resolved through arbitration or judicially.



     SECTION 7.8 No Waiver by Course of Conduct; Cumulative Remedies. Neither the
Administrative Agent nor any other Secured Party shall by any act (except by a written instrument
pursuant to Section 7.2), delay, indulgence, omission or otherwise be deemed to have waived
any right or remedy hereunder or to have acquiesced in any Default or Event of Default. No delay or
failure to take action on the part of the Administrative Agent or any other Secured Party in
exercising any right, power or privilege hereunder shall operate as a waiver thereof nor shall any
single or partial exercise of any such right, power or privilege hereunder shall preclude any other
or further exercise thereof or the exercise of any other right, power or privilege. A waiver by the
Administrative Agent or any other Secured Party of any right or remedy hereunder on any one
occasion shall not be construed as a bar to any right or remedy which the Administrative Agent or
such other Secured Party would otherwise have on any future occasion. The rights and remedies
herein provided are cumulative, may be exercised singly or concurrently and are not exclusive of
any other rights or remedies provided by Applicable Law.



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



     SECTION 7.10 Survival of Indemnities. Notwithstanding any termination of this
Agreement, the indemnities to which the Administrative Agent and the other Secured Parties are



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entitled under the provisions of Section 7.3 and any other provision of this Agreement and
the other Loan Documents shall continue in full force and effect and shall protect the
Administrative Agent and the other Secured Parties against events arising after such termination as
well as before.



     SECTION 7.11 Titles and Captions. Titles and captions of Articles, Sections
and subsections in, and the table of contents of, this Agreement are for convenience only, and
neither limit nor amplify the provisions of this Agreement.



     SECTION 7.12 Severability of Provisions. Any provision of this Agreement or any other
Loan Document which is prohibited or unenforceable in any jurisdiction shall, as to such
jurisdiction, be ineffective only to the extent of such prohibition or unenforceability without
invalidating the remainder of such provision or the remaining provisions hereof or thereof or
affecting the validity or enforceability of such provision in any other jurisdiction.



     SECTION 7.13 Counterparts. This Agreement may be executed in any number of
counterparts and by different parties hereto in separate counterparts, each of which when so
executed shall be deemed to be an original and shall be binding upon all parties, their successors
and assigns, and all of which taken together shall constitute one and the same agreement. Delivery
of an executed counterpart of a signature page to this Agreement or any document or instrument
delivered in connection herewith by facsimile or other electronic transmission shall be effective
as delivery of a manually executed counterpart of this Agreement or such other document or
instrument, as applicable.



     SECTION 7.14 Integration. This Agreement, together with the other Loan Documents,
comprises the complete and integrated agreement of the parties on the subject matter hereof and
thereof and supersedes all prior agreements, written or oral, on such subject matter. In the event
of any conflict between the provisions of this Agreement and those of any other Loan Document, the
provisions of the Credit Agreement shall control; provided that any provision of any other
Loan Document which imposes additional burdens on any Grantor or further restricts the rights of
any Grantor or gives the Administrative Agent or the other Secured Parties additional rights shall
not be deemed to be in conflict or inconsistent with this Agreement and shall be given full force
and effect.



     SECTION 7.15 Advice of Counsel; No Strict Construction. Each of the parties represents
to each other party hereto that it has discussed this Agreement with its counsel. The parties
hereto have participated jointly in the negotiation and drafting of this Agreement. In the event an
ambiguity or question of intent or interpretation arises, this Agreement shall be construed as if
drafted jointly by the parties hereto and no presumption or burden of proof shall arise favoring or
disfavoring any party by virtue of the authorship of any provisions of this Agreement.



     SECTION
7.16 Acknowledgements. (a) Each Grantor hereby acknowledges that:




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



Collateral Agreement




-29-









 






     (ii) it has received a copy of the Credit Agreement and has reviewed and
understands same;




     (iii) neither the Administrative Agent nor any other Secured Party has any
fiduciary relationship with or duty to any Grantor arising out of or in connection with
this Agreement or any of the other Loan Documents, and the relationship between the
Grantors, on the one hand, and the Administrative Agent and the other Secured Parties, on
the other hand, in connection herewith or therewith is solely that of debtor and creditor;
and




     (iv) no joint venture is created hereby or by the other Loan Documents or
otherwise exists by virtue of the transactions contemplated hereby or thereby among the
Secured Parties or among the Grantors and the Secured Parties.



     (b) Each Issuer party to this Agreement acknowledges receipt of a copy of this Agreement
and agrees to be bound thereby and to comply with the terms thereof insofar as such terms are
applicable to it. Each Issuer agrees to provide such notices to the Administrative Agent as may be
necessary to give full effect to the provisions of this Agreement.



     SECTION
7.17 Releases. (a) On the Termination Date, the Collateral shall be released
from the Liens created hereby, and this Agreement and all obligations (other than those expressly
stated to survive such termination) of the Administrative Agent and each Grantor hereunder shall
terminate, all without delivery of any instrument or performance of any act by any party, and all
rights to the Collateral shall revert to the Grantors. At the request and sole expense of any
Grantor following any such termination, the Administrative Agent shall deliver to such Grantor any
Collateral held by the Administrative Agent hereunder, and execute and deliver to such Grantor such
documents as such Grantor shall reasonably request to evidence such termination.



     (b) If any of the Collateral shall be sold, transferred or otherwise disposed of by any
Grantor in a transaction permitted by the Credit Agreement, then the Administrative Agent, at the
request and sole expense of such Grantor, shall execute and deliver to such Grantor all releases or
other documents reasonably necessary or desirable to evidence the release of the Liens created
hereby on such Collateral. In the event that all the Capital Stock of any Grantor shall be sold,
transferred or otherwise disposed of in a transaction permitted by the Credit Agreement, then, at
the request of the Borrowers and at the expense of the Grantors, such Grantor shall be released
from its obligations hereunder; provided that the Borrowers shall have delivered to the
Administrative Agent, at least ten (10) Business Days prior to the date of the proposed release, a
written request for release identifying the relevant Grantor and the terms of the sale or other
disposition in reasonable detail, including the price thereof and any expenses in connection
therewith, together with a certification by the Borrowers stating that such transaction is in
compliance with the Credit Agreement and the other Loan Documents.



     SECTION 7.18 Additional Grantors. Each Subsidiary of the Borrowers that is required to
become a party to this Agreement pursuant to Section 8.11 of the Credit Agreement shall become a
Grantor for all purposes of this Agreement upon execution and delivery by such Subsidiary of a
joinder agreement in form and substance reasonably satisfactory to the Administrative Agent.



Collateral Agreement




-30-









 





     SECTION 7.19 All Powers Coupled with Interest. All powers of attorney and other
authorizations granted to the Secured Parties, the Administrative Agent and any Persons designated
by the Administrative Agent or any other Secured Party pursuant to any provisions of this Agreement
or any of the other Loan Documents shall be deemed coupled with an interest and shall be
irrevocable so long as any of the Obligations remain unpaid or unsatisfied, any of the Commitments
remain in effect or the Credit Facility has not been terminated.



     SECTION 7.20 Intercreditor Agreement.



     (a) The Liens granted hereunder in favor of the Administrative Agent for the benefit of the
Secured Parties in respect of the Collateral and the exercise of any right related thereto thereby
shall be subject, in each case, to the terms of the Intercreditor Agreement.



     (b) In the event 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 Administrative Agent to have Control over the Escrow Account or any
Escrowed Funds shall be deemed ineffective; (ii) deliver any Collateral that consists of Pledged
Collateral (as defined in the Intercreditor Agreement) that constitutes Second Priority Collateral
(as defined in the Intercreditor Agreement) to the Administrative Agent may be satisfied by the
delivery of such Collateral by such Grantor to the Second Priority Agent for the benefit of the
Second Priority Lenders (as defined in the Intercreditor Agreement) and the Administrative Agent in
its capacity as the First Priority Agent for the benefit of the First Priority Lenders (as defined
in the Intercreditor Agreement) pursuant to Section 5.5(b) of the Intercreditor Agreement; or (iii)
provide that the Administrative Agent have Control over such Collateral may be satisfied by causing
the Second Priority Agent to be provided with Control with respect to such Collateral of such
Grantor for the benefit of the Second Priority Lenders and the Administrative Agent in its capacity
as the First Priority Agent for the benefit of the First Priority Lenders pursuant to Section
5.5(b) of the Intercreditor Agreement.



[Signature Pages to Follow]



Collateral Agreement




-31-









 








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



	 	 	 	 	 
	 	GRANTORS:





BROADVIEW NETWORKS HOLDINGS, INC.

 	 
	 	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 	 



Collateral Agreement




 









 






	 	 	 	 	 



	 	 	 	 	 
	 	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 	 



Collateral Agreement




-2-









 






	 	 	 	 	 



	 	 	 	 	 
	 	BV-BC ACQUISITION CORPORATION 

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



Collateral Agreement




-3-









 






	 	 	 	 	 



	 	 	 	 	 
	 	ADMINISTRATIVE AGENT:





THE CIT GROUP/BUSINESS CREDIT, INC.

 	 
	 	By:  	/s/ Cyntra A. Trani
 	 
	 	 	Name:  	Cyntra A. Trani 	 
	 	 	Title:  	Senior Vice President 	 



Collateral Agreement




 









 






	 	 	 	 	 



SCHEDULE 3.6

to

Collateral Agreement




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

Chief Executive Office and other Locations




	 	 	 	 	 	 	 	 	 
	 	 	 	 	Taxpayer	 	Registered	 	 
	Name of Grantor and Mailing Address, Chief Executive	 	Jurisdiction of	 	Identification	 	Organization	 	Other Location
	Office and other Locations	 	Organization	 	Number	 	Number	 	(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)





Collateral Agreement




 









 






	 	 	 	 	 	 	 	 	 
	 	 	 	 	Taxpayer	 	Registered	 	 
	Name of Grantor and Mailing Address, Chief Executive	 	Jurisdiction of	 	Identification	 	Organization	 	Other Location
	Office and other Locations	 	Organization	 	Number	 	Number	 	(see below)
	BV-BC Acquisition Corporation	 	 	 	 	 	3874006
	 	(see below)
	800 Westchester Ave., Rye Brook, NY 10573
	 	Delaware
	 	Applied for	 	 	 	 
	 	 	 	 	 	 	 	 	 
	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)





Collateral Agreement




 









 






	 	 	 	 	 	 	 	 	 
	 	 	 	 	Taxpayer	 	Registered	 	 
	Name of Grantor and Mailing Address, Chief Executive	 	Jurisdiction of	 	Identification	 	Organization	 	Other Location
	Office and other Locations	 	Organization	 	Number	 	Number	 	(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)





Collateral Agreement




 









 






	 	 	 	 	 	 	 	 	 
	 	 	 	 	Taxpayer	 	Registered	 	 
	Name of Grantor and Mailing Address, Chief Executive	 	Jurisdiction of	 	Identification	 	Organization	 	Other Location
	Office and other Locations	 	Organization	 	Number	 	Number	 	(see below)
	 
	 	 	 	 	 	None
	 	(see below)
	 	 	 	 	 	 	 	 	 
	TruCom Corporation	 	 	 	 	 	 	 	 
	800 Westchester Ave., Rye Brook, NY 10573
	 	New York
	 	13-3940714	 	 	 	 






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.





Collateral 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.






	 	 	 	 	 	 	 	 	 
	CoIloName	 	Address	 	City	 	State	 	Lessee
	Boston - Back Bay - NWP Cage

	 	41 BELV1DERE 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.





Collateral 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.





Collateral 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.





Collateral 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
	 	NY-132
	 	New York
	 	Broadview Networks Inc.





Collateral Agreement




 









 






	 	 	 	 	 	 	 	 	 
	CoIloName	 	Address	 	City	 	State	 	Lessee
	 

	 	BLVD	 	 	 	 	 	 
	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.





Collateral 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.





Collateral Agreement




 









 






	 	 	 	 	 	 	 	 	 
	ColloName	 	Address	 	City	 	State	 	Lessee
	Providence_Broad-NWP Cage

	 	1096 BROAD ST
	 	Charlestown
	 	Rhode Island
	 	Broadview Networks Inc.






Collateral Agreement



 









 





SCHEDULE 3.9



to



Collateral Agreement




Commercial Tort Claims




None




Collateral Agreement




 









 





SCHEDULE 3.10



to



Collateral Agreement




Deposit Accounts [and Excluded Deposit Accounts]




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

	 	Bank account
	 	Citibank, N.A.
	 	1022 Broadway,

Thornwood, NY 10594
	 	39920672	 	 	Broadview Networks Holdings Checking
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Broadview Networks Holdings,
Inc.

	 	Bank account
	 	JP Morgan Chase
	 	1166 Avenue of the
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





Collateral Agreement





 









 






	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	Account	 	 
	Entity	 	Type of Account	 	Name	 	Address	 	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






Collateral Agreement




 









 






	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	Account	 	 
	Entity	 	Type of Account	 	Name	 	Address	 	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






Collateral Agreement




 









 





SCHEDULE 3.11



to



Collateral Agreement




Intellectual Property




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



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 Collateral Agreement) should include:
(a) Name and Address of Licensee/Licensor; (b) Date; (c) List of each Trademark Licensed/Assigned;
and (d) Description of product to which license/assignment applies.



     None



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



     None



Collateral Agreement




 









 





     5. The listing of Patent Licenses (as defined in the Collateral Agreement) should
include: (a) Name and Address of Licensee/Licensor; (b) Date; (c) List of each Patent
Licensed/Assigned; and (d) Description of product to which license/assignment applies



     None



     6. The listing of Copyrights (as defined in the Collateral Agreement) should include: (a)
Registration Number; (b) Registration Date; and (c) Title as listed in Registration.



     None



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



     None



Collateral Agreement





 









 








SCHEDULE 3.13

to

Collateral Agreement




Investment Property and Partnership/LLC Interests



Securities Accounts (including cash management accounts that are Investment Property)
and Uncertificated Securities:




	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 		 	Account
	Entity / Grantor	 	Type of Account	 	Name	 	Address	 	Account Number	 	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







Collateral Agreement





 









 





Certificated Securities:




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

	 	Broadview Networks Holdings, Inc.
	 	BV-BC Acquisition Corporation
	 	 	2	 	 	 	100	 	 	 	100	%
	2.

	 	Broadview Networks
Holdings, Inc.
	 	Broadview NP Acquisition Corp
	 	 	1	 	 	 	1000	 	 	 	100	%
	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.





Collateral Agreement




 









 





Partnerships/LLC Interests:




     Broadview Networks Holdings, Inc.:



	 	 	 	 	 	 	 	 	 
	Name of Issuer	 	 	 	 	 	 
	(including identification	 	 	 	Certificate Number	 	Percentage of Ownership
	of type of entity)	 	Pledgor	 	(if any)	 	Interests of such Type
	OPEN SUPPORT SYSTEMS LLC

	 	Broadview Networks
Holdings, Inc.
	 	No Certificate
	 	 	100	%






Collateral Agreement





 









 








SCHEDULE 3.14



to



Collateral 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




Collateral Agreement




 









 






SCHEDULE 3.16

to

Collateral Agreement




Government Contracts




	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Billing YTD 6-	 
	Last name	 	AccountID	 	 	30-06	 
	Town Of Babylon
	 	 	243115734	 	 	 	114 445,44	 
	Boston Housing Authority
	 	 	224209481	 	 	 	108 078,35	 
	City of Schenectady Finance Dept
	 	 	100144383	 	 	 	67 699,75	 
	Lindenhurst Public Schools
	 	 	92116071	 	 	 	67 013,83	 
	Township of Montclair
	 	 	100143020	 	 	 	59 960,14	 






Collateral Agreement




 









 





SCHEDULE 3.17



to



Collateral 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.



Collateral Agreement