Common use of Agreement to Govern Clause in Contracts

Agreement to Govern. 82 10.26. Entire Agreement ..............................................82 10.27. Several Obligations ...........................................82 10.28. Original Loan Agreement .......................................83 SCHEDULES TO EQUIPMENT LOAN AND SECURITY AGREEMENT Schedule 1. Borrower Information and Defined Terms Schedule 2.01 Maximum Loan Amount Schedule 2.02 Payment Terms and Governing Law Schedule 2.09 Fees Schedule 4.04 Required Consents Schedule 4.05 Regulatory Authorizations Schedule 4.07 Restrictions on Loans Schedule 4.08 Financial Statements Schedule 4.12 Pending Litigation Schedule 4.25 UCC Filing Offices Schedule 4.26 Principal Offices and Location of Collateral Schedule 4.29 Assumed Names Schedule 4.31 NTI Purchase Agreement Schedule 6.02 Post-Closing Items Schedule 7.07 Insurance Schedule 7.15 Financial Covenants Schedule 8.01 Permitted Specific Indebtedness Schedule 8.02 Permitted Specific Encumbrances Schedule 8.06 Permitted Equity Payments EXHIBITS TO EQUIPMENT LOAN AND SECURITY AGREEMENT Exhibit A Form of Note Exhibit B Form of Borrowing Certificate Exhibit C Form of Opinion of Counsel for Borrower Exhibit D [INTENTIONALLY OMITTED] Exhibit E Form of Landlord's Consent Exhibit F Certificate of Financial Condition Exhibit G Form of Guaranty Exhibit H Form of Senior Indenture Exhibit I Form of Senior Discount Notes Indenture THIRD AMENDED AND RESTATED EQUIPMENT LOAN AND SECURITY AGREEMENT THIS THIRD AMENDED AND RESTATED EQUIPMENT LOAN AND SECURITY AGREEMENT ("Agreement") dated as of November 5, 1999, is by and among DESTIA COMMUNICATIONS, INC., a Delaware corporation ("Destia"), the Domestic and/or Foreign Subsidiaries of Destia which are signatories hereto, and such additional Domestic and/or Foreign Subsidiaries of Destia which hereafter may become a party hereto pursuant to Section 2.11 hereof (Destia, Domestic and/or Foreign Subsidiaries of Destia which are signatories hereto, and such additional Domestic and/or Foreign Subsidiaries of Destia which may hereafter become a party hereto pursuant to Section 2.11 of this Agreement are individually referred to as a "Borrower" and collectively as the "Borrowers"), and NTFC CAPITAL CORPORATION, a Delaware corporation ("Lender"), with offices at 000 Xxxxxxxxx Xxxxxx Xxxxx, Xxxxx 000, Xxxxxxxx, Xxxxxxxxx 00000.

Agreement to Govern. 82 48 10.26. Entire Agreement ..............................................82 10.27. Several Obligations ...........................................82 10.28. Original Loan Agreement .......................................83 Agreement................................................ 48 SCHEDULES TO EQUIPMENT LOAN AND SECURITY AGREEMENT ---------------------------------------- Schedule 1. 1 Borrower Information and Defined Terms Schedule 1.01(a) Subsidiary Execution Page(s) Schedule 1.01(b) Subsidiary Information Schedule 2.01 Maximum Loan Amount Schedule 2.02 Payment Terms and Governing Law Schedule 2.09 Fees Schedule 4.04 Required Consents Schedule 4.05 Regulatory Authorizations Schedule 4.07 Restrictions on Loans Schedule 4.08 Financial Statements Schedule 4.12 Pending Litigation Schedule 4.25 UCC Filing Offices Schedule 4.26 Principal Offices and Location of Collateral Schedule 4.29 Assumed Names Schedule 4.31 NTI Nortel Purchase Agreement Schedule 6.02 Post-Closing Items Schedule 7.07 Insurance Insurance/Certificate Schedule 7.15 7.16 Financial Covenants Schedule 8.01 Permitted Specific Indebtedness Schedule 8.02 Permitted Specific Encumbrances Schedule 8.06 Permitted Equity Payments EXHIBITS TO EQUIPMENT LOAN AND SECURITY AGREEMENT --------------------------------------- Exhibit A Form of Note Exhibit B Form of Borrowing Certificate Exhibit C Form of Opinion of Counsel for Borrower Exhibit D [INTENTIONALLY OMITTED] Form of Opinion of Regulatory Counsel for Borrower Exhibit E Form of Landlord's Consent Exhibit F Certificate Form of Financial Condition Mortgagee's Consent Exhibit G Form of Guaranty Exhibit H Form of Senior Indenture Exhibit I Form of Senior Discount Notes Indenture THIRD AMENDED AND RESTATED EQUIPMENT LOAN AND SECURITY AGREEMENT --------------------------- THIS THIRD AMENDED AND RESTATED EQUIPMENT LOAN AND SECURITY AGREEMENT ("Agreement") is dated as of November 5the "Closing Date" set forth on Schedule 2.02 hereto, 1999, is by and among DESTIA COMMUNICATIONSbetween the entity or entities described on Schedule 1 hereto (collectively, INC., a Delaware corporation ("Destia"), the Domestic and/or Foreign Subsidiaries of Destia which are signatories hereto, and such additional Domestic and/or Foreign Subsidiaries of Destia which hereafter may become a party hereto pursuant to Section 2.11 hereof (Destia, Domestic and/or Foreign Subsidiaries of Destia which are signatories hereto, and such additional Domestic and/or Foreign Subsidiaries of Destia which may hereafter become a party hereto pursuant to Section 2.11 of this Agreement are individually referred to as a "Borrower" and collectively as the "Borrowers"), ) and NTFC CAPITAL CORPORATION, a Delaware corporation ("Lender"), with offices at 000 Xxxxxxxxx Xxxxxx Xxxxx, Xxxxx 000, Xxxxxxxx, Xxxxxxxxx 00000.. B A C K G R O U N D: -------------------

Agreement to Govern. 82 50 10.26. Entire Agreement ..............................................82 10.27Agreement. Several Obligations ...........................................82 10.28. Original Loan Agreement .......................................83 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 50 SCHEDULES TO EQUIPMENT LOAN AND SECURITY AGREEMENT ---------------------------------------- Schedule 1. 1.01 Borrower Information and Defined Terms Schedule 1.02 Business Plan Schedule 2.01 Maximum Loan Amount Schedule 2.02 Payment Terms and Governing Law Schedule 2.09 Fees Schedule 4.04 Required Consents Schedule 4.05 Regulatory Authorizations Schedule 4.06 Permitted Conflicts and Restrictions Schedule 4.07 Restrictions on Loans Schedule 4.08 Financial Statements Schedule 4.12 Pending Litigation Schedule 4.25 UCC Filing Offices Schedule 4.26 Principal Offices and Location of Collateral Schedule 4.29 Assumed Names Schedule 4.30 Transactions with Affiliates Schedule 4.31 NTI Nortel Purchase Agreement Schedule 6.02 Post-Closing Items Schedule 7.07 Insurance Schedule 7.15 Financial Covenants Schedule 8.01 Permitted Specific Indebtedness Schedule 8.02 Permitted Specific Encumbrances Schedule 8.06 Permitted Equity Payments EXHIBITS TO EQUIPMENT LOAN AND SECURITY AGREEMENT --------------------------------------- Exhibit A Form of Note Exhibit B Form of Borrowing Certificate Exhibit C Form of Opinion of Counsel for Borrower Exhibit D [INTENTIONALLY OMITTED] Form of Opinion of Regulatory Counsel for Borrower Exhibit E Form of Landlord's Consent Exhibit F Form of Certificate of Financial Condition Exhibit G Form of Telscape Guaranty Agreement Exhibit H Form of Senior Indenture Significant Subsidiary Guaranty Agreement Exhibit I Form of Senior Discount Notes Indenture THIRD AMENDED AND RESTATED EQUIPMENT Collateral Assignment of Purchase Agreement LOAN AND SECURITY AGREEMENT --------------------------- THIS THIRD AMENDED AND RESTATED EQUIPMENT LOAN AND SECURITY AGREEMENT ("Agreement") is dated as of November 5the Closing --------- ------- Date set forth on Schedule 1.01 hereto, 1999, is by and among DESTIA COMMUNICATIONSbetween the entity or entities ---- ------------- described on Schedule 1.01 hereto (collectively, INC., a Delaware corporation ("Destia"), the Domestic and/or Foreign Subsidiaries of Destia which are signatories hereto, and such additional Domestic and/or Foreign Subsidiaries of Destia which hereafter may become a party hereto pursuant to Section 2.11 hereof (Destia, Domestic and/or Foreign Subsidiaries of Destia which are signatories hereto, and such additional Domestic and/or Foreign Subsidiaries of Destia which may hereafter become a party hereto pursuant to Section 2.11 of this Agreement are individually referred to as a "Borrower" and collectively as the "Borrowers"), ) and NTFC CAPITAL -------------- -------- CORPORATION, a Delaware corporation ("Lender"), with offices at 000 Xxxxxxxxx Xxxxxx Xxxxx501 Corporate ------ Centre Drive, Xxxxx 000, XxxxxxxxFranklin, Xxxxxxxxx 00000.. B A C K G R O U N D: -------------------

Agreement to Govern. 82 57 10.26. Entire Agreement ..............................................82 10.27. Several Obligations ...........................................82 10.28. Original Loan Agreement .......................................83 Agreement............................................ 57 SCHEDULES TO EQUIPMENT LOAN AND SECURITY AGREEMENT ---------------------------------------- Schedule 1. Borrower 1 Borrowers Information and Defined Terms Schedule 2.01 Maximum Loan Amount Amounts Schedule 2.02 Payment Terms and Governing Law Schedule 2.09 Fees Schedule 2.11 Annex A to Loan and Security Agreement Schedule 2.11(b) Additional Subsidiary Information Schedule 4.04 Required Consents Schedule 4.05 Regulatory Authorizations Schedule 4.07 Restrictions on Loans Schedule 4.08 Financial Statements Schedule 4.12 Pending Litigation Schedule 4.25 UCC Filing Offices Schedule 4.26 Principal Offices and Location of Collateral Schedule 4.29 Assumed Names Schedule 4.30 Transactions with Affiliates Schedule 4.31 NTI Purchase Agreement Schedule 6.02 Post-Closing Items Schedule 7.07 Insurance Schedule 7.15 Financial Covenants Schedule 8.01 Permitted Specific Indebtedness Schedule 8.02 Permitted Specific Encumbrances Schedule 8.06 Permitted Equity Payments EXHIBITS TO EQUIPMENT LOAN AND SECURITY AGREEMENT --------------------------------------- Exhibit A Form of Note Notes Exhibit B Form of Borrowing Certificate Exhibit C Form of Opinion of Counsel for Borrower Borrowers Exhibit D [INTENTIONALLY OMITTED] Form of Opinion of Regulatory Counsel for Borrowers Exhibit E Form of Landlord's Consent Exhibit F Form of Mortgagee's Consent Exhibit G Form of Certificate of Financial Condition Exhibit G Form of Guaranty Exhibit H Form of Senior Indenture Subordination Agreement Exhibit I Form of Senior Discount Notes Indenture THIRD AMENDED AND RESTATED EQUIPMENT Collateral Assignment of Purchase Agreement Exhibit J Form of Consent to Collateral Assignment of Purchase Agreement LOAN AND SECURITY AGREEMENT --------------------------- THIS THIRD AMENDED AND RESTATED EQUIPMENT LOAN AND SECURITY AGREEMENT ("Agreement") is dated as of November 5the "Closing --------- ------- Date" set forth on Schedule 1 hereto, 1999, is by and among DESTIA COMMUNICATIONSbetween BROADVIEW NETWORKS ---- HOLDINGS, INC.. (collectively, a Delaware corporation ("DestiaBNH"), the Domestic and/or Foreign Subsidiaries of Destia which are signatories hereto, and such additional Domestic and/or Foreign Subsidiaries of Destia which hereafter may become a party hereto pursuant to Section 2.11 hereof other Borrowers (Destia, Domestic and/or Foreign Subsidiaries of Destia which are signatories hereto, and such additional Domestic and/or Foreign Subsidiaries of Destia which may hereafter become a party hereto pursuant to Section 2.11 of this Agreement are individually referred to as a "Borrower" and collectively as the "Borrowers"defined below), --- and NTFC CAPITAL CORPORATION, a Delaware corporation ("Lender"), with offices at ------ 000 Xxxxxxxxx Xxxxxx Xxxxx, Xxxxx 000, Xxxxxxxx, Xxxxxxxxx 00000.. BACKGROUND: ----------