Common use of Agreement to Govern Clause in Contracts

Agreement to Govern. 48 10.26. Entire Agreement................................................ 48 SCHEDULES TO LOAN AND SECURITY AGREEMENT ---------------------------------------- Schedule 1 Borrower Information 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 Nortel Purchase Agreement Schedule 6.02 Post-Closing Items Schedule 7.07 Insurance/Certificate Schedule 7.16 Financial Covenants Schedule 8.02 Permitted Specific Encumbrances Schedule 8.06 Permitted Equity Payments EXHIBITS TO 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 Form of Opinion of Regulatory Counsel for Borrower Exhibit E Form of Landlord's Consent Exhibit F Form of Mortgagee's Consent Exhibit G Form of Guaranty LOAN AND SECURITY AGREEMENT --------------------------- THIS LOAN AND SECURITY AGREEMENT ("Agreement") is dated as of the "Closing Date" set forth on Schedule 2.02 hereto, by and between the entity or entities described on Schedule 1 hereto (collectively, "Borrower") and NTFC CAPITAL CORPORATION, a Delaware corporation ("Lender"), with offices at 000 Xxxxxxxxx Xxxxxx Xxxxx, Xxxxxxxx, Xxxxxxxxx 00000. B A C K G R O U N D: -------------------

Agreement to Govern. 48 50 10.26. Entire Agreement................................................ 48 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 50 SCHEDULES TO LOAN AND SECURITY AGREEMENT ---------------------------------------- Schedule 1 1.01 Borrower Information and Defined Terms Schedule 1.01(a) Subsidiary Execution Page(s) Schedule 1.01(b) Subsidiary Information 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 Nortel Purchase Agreement Schedule 6.02 Post-Closing Items Schedule 7.07 Insurance/Certificate Insurance Schedule 7.16 7.15 Financial Covenants Schedule 8.02 8.01 Permitted Specific Encumbrances Schedule 8.06 Permitted Equity Payments EXHIBITS TO 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 Form of Opinion of Regulatory Counsel for Borrower Exhibit E Form of Landlord's Consent Exhibit F Form of Mortgagee's Consent Certificate of Financial Condition Exhibit G Form of Telscape Guaranty Agreement Exhibit H Form of Significant Subsidiary Guaranty Agreement Exhibit I Form of Collateral Assignment of Purchase Agreement LOAN AND SECURITY AGREEMENT --------------------------- THIS LOAN AND SECURITY AGREEMENT ("Agreement") is dated as of the "Closing Date" --------- ------- Date set forth on Schedule 2.02 1.01 hereto, by and between the entity or entities ---- ------------- described on Schedule 1 1.01 hereto (collectively, "Borrower") and NTFC CAPITAL -------------- -------- CORPORATION, a Delaware corporation ("Lender"), with offices at 000 Xxxxxxxxx Xxxxxx Xxxxx501 Corporate ------ Centre Drive, XxxxxxxxFranklin, Xxxxxxxxx 00000. B A C K G R O U N D: -------------------

Agreement to Govern. 48 82 10.26. Entire Agreement................................................ 48 Agreement ..............................................82 10.27. Several Obligations ...........................................82 10.28. Original Loan Agreement .......................................83 SCHEDULES TO EQUIPMENT LOAN AND SECURITY AGREEMENT ---------------------------------------- Schedule 1 1. Borrower Information Schedule 1.01(a) Subsidiary Execution Page(s) Schedule 1.01(b) Subsidiary 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 Nortel NTI Purchase Agreement Schedule 6.02 Post-Closing Items Schedule 7.07 Insurance/Certificate Insurance Schedule 7.16 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 Form of Opinion of Regulatory Counsel for Borrower [INTENTIONALLY OMITTED] Exhibit E Form of Landlord's Consent Exhibit F Form Certificate of Mortgagee's Consent 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") is 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 "Closing Date" set forth on Schedule 2.02 heretoBorrowers"), by and between the entity or entities described on Schedule 1 hereto (collectively, "Borrower") 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. 48 57 10.26. Entire Agreement................................................ 48 ............................................ 57 SCHEDULES TO LOAN AND SECURITY AGREEMENT ---------------------------------------- Schedule 1 Borrower Borrowers Information Schedule 1.01(a) Subsidiary Execution Page(s) Schedule 1.01(b) Subsidiary 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 Nortel NTI Purchase Agreement Schedule 6.02 Post-Closing Items Schedule 7.07 Insurance/Certificate Insurance Schedule 7.16 7.15 Financial Covenants Schedule 8.02 8.01 Permitted Specific Encumbrances Schedule 8.06 Permitted Equity Payments EXHIBITS TO 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 Form of Opinion of Regulatory Counsel for Borrower Borrowers Exhibit E Form of Landlord's Consent Exhibit F Form of Mortgagee's Consent Exhibit G Form of Guaranty Certificate of Financial Condition Exhibit H Form of Subordination Agreement Exhibit I Form of Collateral Assignment of Purchase Agreement Exhibit J Form of Consent to Collateral Assignment of Purchase Agreement LOAN AND SECURITY AGREEMENT --------------------------- THIS LOAN AND SECURITY AGREEMENT ("Agreement") is dated as of the "Closing --------- ------- Date" set forth on Schedule 2.02 1 hereto, by and between the entity or entities described on Schedule 1 hereto BROADVIEW NETWORKS ---- HOLDINGS, INC. (collectively, "BorrowerBNH") ), the other Borrowers (as defined below), --- 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 DBACKGROUND: -----------------------------