Common use of Pledge and Grant of Security Interest Clause in Contracts

Pledge and Grant of Security Interest. As security for the prompt and complete payment and performance when due (whether at the stated maturity, by acceleration or otherwise) of the Obligations, the Pledgor hereby assigns and pledges to the Collateral Agent for the benefit of the Trustee and the ratable benefit of the Holders and hereby grants to the Collateral Agent for the benefit of the Trustee and for the ratable benefit of the Holders, a lien on and first priority perfected security interest in all of the Pledgor's right, title and interest in, to and under the following property: (a) (i) the U.S. Government Obligations identified by CUSIP No. in Schedule I to this Pledge Agreement (the "Initial Pledged Securities") and (ii) the U.S. Government Obligations, if any, identified by CUSIP No. in a supplement or supplements (each, a "Supplement," the form of which is attached hereto as Exhibit B) to the Pledge Agreement (the "Additional Pledged Securities" and, together with the Initial Pledged Securities, the "Pledged Securities") and the certificates representing the Pledged Securities (if any), the scheduled payments of principal and interest thereon which will be sufficient to provide for payment in full of the first six scheduled interest payments due on the Notes, (b) the Collateral Account, all security entitlements from time to time carried in the Collateral Account, all funds held therein and all certificates and instruments, if any, from time to time representing or evidencing the Collateral Account, (c) all Collateral Investments (as hereinafter defined) from time to time and all certificates and instruments, if any, representing or evidencing the Collateral Investments, and any and all security entitlements to the Collateral Investments, and any and all related securities accounts in which any security entitlements to the Collateral Investments are carried, (d) all notes, certificates of deposit, deposit accounts, checks and other instruments, if any, from time to time hereafter delivered to or otherwise possessed by the Collateral Agent for or on behalf of the Pledgor and specifically designated by the Pledgor to be in substitution for any or all of the then existing Collateral, (e) all interest, dividends, cash, instruments and other property, if any, from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the then existing Collateral and (f) all proceeds of any and all of the foregoing Collateral (including, without limitation, proceeds that constitute property of the types described in clauses (a)-(e) of this Section 1.3) and, to the extent not otherwise included, all (i) payments under insurance (whether or not the Trustee or the Collateral Agent is the loss payee thereof) or any indemnity, warranty or guaranty, payable by reason of loss or damage to or otherwise with respect to any of the foregoing Collateral and (ii) cash proceeds of any and all of the foregoing Collateral (such property described in clauses (a) through (f) of this Section 1.3 being collectively referred to herein as the "Collateral"). Without limiting the generality of the foregoing, this Pledge Agreement secures the payment of all amounts that constitute part of the Obligations and would be owed by the Pledgor to the Trustee under the Notes, the Indenture, this Pledge Agreement and any other transaction documents related thereto but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving the Pledgor.

Pledge and Grant of Security Interest. As security for the prompt and complete payment and performance when due (whether at the stated maturity, by acceleration or otherwise) of the Obligations, the Pledgor The Issuer hereby assigns and pledges to the Collateral Agent Trustee for the its benefit of the Trustee and the ratable benefit of the Holders and hereby grants to the Collateral Agent for the benefit of the Trustee and for the ratable benefit of the HoldersHolders of the Notes, and grants to the Trustee for its benefit and for the ratable benefit of the Holders of the Notes, a lien on and continuing first priority perfected security interest in and to all of the PledgorIssuer's right, title and interest in, to and under the following (hereinafter collectively referred to as the "Collateral"), whether characterized as investment property, general intangibles or otherwise: (a) (i) the U.S. Government Obligations United States Treasury securities identified by CUSIP No. in Schedule I Annex 1 to Exhibit A to this Pledge Escrow Agreement (the "Initial Pledged Securities") and (ii) the U.S. Government Obligations, if any, identified by CUSIP No. in a supplement or supplements (each, a "Supplement," the form of which is attached hereto as Exhibit B) to the Pledge Agreement (the "Additional Pledged Securities" and, together with the Initial Pledged Securities, the "Pledged Securities") and the certificates representing the Pledged Securities (if any), the scheduled payments of principal and interest thereon which will be sufficient to provide for payment in full of the first six scheduled interest payments due on the Notes, (b) the Collateral Account, any and all applicable security entitlements from time with respect to time carried in the Collateral Account, all funds held therein and all certificates and instruments, if any, from time to time representing or evidencing the Collateral AccountPledged Securities, (c) all Collateral Investments the Bank One, N.A. account in the name of "Bank One, N.A., as Trustee for the benefit of the holders of the 9.95% Senior Secured Notes due 2004 of Kitty Hawk, Inc. Escrow Account", Administrative Account No. 6802026999 (as hereinafter definedthe "Escrow Account") from time established and maintained by the Trustee pursuant to time and all certificates and instrumentsthis Escrow Agreement, if any, representing or evidencing the Collateral Investments, and any and all security entitlements to the Collateral Investments, and (d) any and all related securities accounts in which any security entitlements with respect to the Collateral Investments Pledged Securities are carriedheld, (d) all notes, certificates of deposit, deposit accounts, checks and other instruments, if any, from time to time hereafter delivered to or otherwise possessed by the Collateral Agent for or on behalf of the Pledgor and specifically designated by the Pledgor to be in substitution for any or all of the then existing Collateral, (e) all interest, dividends, cash, instruments and other property, if any, from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the then existing Collateral and (f) all proceeds of any and all of the foregoing Collateral (including, without limitation, proceeds that constitute property of the types described in clauses (a)-(ea) - (d) of this Section 1.31) and, to the extent not otherwise included, all (i) payments under insurance (whether or not cash. The Issuer in its discretion may from time to time in writing delivered to the Trustee or direct the Collateral Agent is the loss payee thereof) or Trustee to sell any indemnity, warranty or guaranty, payable by reason Pledged Securities. Upon receipt of loss or damage to or otherwise net proceeds with respect to any sale of the foregoing Collateral Pledged Securities, the Issuer shall be entitled to re-invest such net proceeds in any other U.S. Government Obligations subject to the provisions hereof; provided that the Trustee and (ii) cash proceeds Holders shall receive a continuing perfected first priority security interest therein until the release of any and all of the foregoing such Collateral (such property described in clauses (a) through (f) of this or any portion thereof from time to time pursuant to Section 1.3 being collectively referred to herein as the "Collateral"). Without limiting the generality of the foregoing, this Pledge Agreement secures the payment of all amounts that constitute part of the Obligations and would be owed by the Pledgor to the Trustee under the Notes, the Indenture, this Pledge Agreement and any other transaction documents related thereto but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving the Pledgor4 hereof.

Pledge and Grant of Security Interest. As collateral security for to secure the full and prompt and complete payment and performance when due (whether at the stated maturity, by acceleration or otherwise) of the Obligations, the Pledgor each Borrower hereby pledges and assigns and pledges to the Collateral Agent Agent, for the benefit of the Trustee and the ratable benefit of the Holders and hereby grants to the Collateral Agent for the benefit of the Trustee and for the ratable benefit of the HoldersLenders, a lien on continuing possessory Lien and first priority perfected security interest in all of the Pledgor's right, title and interest inof such Borrower in and to the Interest Escrow Account, in all funds deposited therein, in all investments from time to time therein, and under in all cash and non-cash proceeds of any of the following property: foregoing (a) collectively, the "Collateral"), from the date of the establishment of the Interest Escrow Account until the termination thereof pursuant to the terms hereof. As used herein, "Obligations" shall mean (i) the U.S. Government Obligations identified by CUSIP No. in Schedule I to this Pledge Agreement (principal of and interest on the "Initial Pledged Securities") and Loans made under the Credit Agreement, (ii) the U.S. Government Obligations, if any, identified by CUSIP No. in a supplement or supplements (each, a "Supplement," the form all other obligations and indebtedness of which is attached hereto as Exhibit B) each Borrower to the Pledge Agreement (the "Additional Pledged Securities" andLenders now existing or hereafter incurred under, together arising out of, or in connection with the Initial Pledged Securities, the "Pledged Securities") Credit Agreement and the certificates representing other Credit Documents and the Pledged Securities (if any), the scheduled payments of principal due performance and interest thereon which will be sufficient to provide for payment in full compliance by each Borrower with all of the first six scheduled interest payments due on terms, conditions and agreements contained in the NotesCredit Agreement and the other Credit Documents, (biii) any and all sums advanced by the Collateral Account, all security entitlements from time Agent in order to time carried in preserve the Collateral Account, all funds held therein and all certificates and instruments, if any, from time to time representing or evidencing the Collateral Account, (c) all Collateral Investments (as hereinafter defined) from time or to time and all certificates and instruments, if any, representing or evidencing preserve its security interest in the Collateral Investments, and any and all security entitlements to the Collateral Investments, and any and all related securities accounts in which any security entitlements to the Collateral Investments are carriedCollateral, (div) all notesin the event of any proceeding for the collection or enforcement of any indebtedness, certificates obligations or liabilities of depositany Borrower referred to in clauses (i), deposit accounts(ii) or (iii) above, checks after an Event of Default shall have occurred and other instrumentsbe continuing, if anythe reasonable expenses of retaking, from time to time hereafter delivered to holding, preparing for sale or lease, selling or otherwise possessed disposing of or realizing on the Collateral, or of any exercise by the Collateral Agent for or on behalf of the Pledgor its rights hereunder, together with reasonable attorneys' fees and specifically designated by the Pledgor to be in substitution for any or all of the then existing Collateral, court costs and (ev) all interest, dividends, cash, instruments and other property, if any, from time amounts paid by any Indemnitee (as hereinafter defined) as to time received, receivable or otherwise distributed in respect of or in exchange for any or all of which such Indemnitee has the then existing Collateral and (f) all proceeds of any and all of the foregoing Collateral (including, without limitation, proceeds that constitute property of the types described in clauses (a)-(e) of this right to reimbursement under Section 1.3) and, to the extent not otherwise included, all (i) payments under insurance (whether or not the Trustee or the Collateral Agent is the loss payee thereof) or any indemnity, warranty or guaranty, payable by reason of loss or damage to or otherwise with respect to any of the foregoing Collateral and (ii) cash proceeds of any and all of the foregoing Collateral (such property described in clauses (a) through (f) of this Section 1.3 being collectively referred to herein as the "Collateral"). Without limiting the generality of the foregoing, this Pledge Agreement secures the payment of all amounts that constitute part of the Obligations and would be owed by the Pledgor to the Trustee under the Notes, the Indenture, this Pledge Agreement and any other transaction documents related thereto but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving the Pledgor9 hereof.

Pledge and Grant of Security Interest. As security for the prompt and complete payment and performance when due (whether at the stated maturity, by acceleration or otherwise) of the Obligations, the Pledgor hereby assigns and pledges to the Collateral Agent for the benefit of the Trustee and the ratable benefit of the Holders and hereby grants to the Collateral Agent for the benefit of the Trustee and for the ratable benefit of the Holders, a lien on and first priority perfected security interest in all of the Pledgor's right, title and interest in, to and under the following property: (a) (i) the U.S. Government Obligations identified by CUSIP No. in Part I of Schedule I to this Pledge Agreement (the "Initial Pledged Securities") and (ii) the U.S. Government Obligations, if any, identified by CUSIP No. in a supplement or supplements (each, a "Supplement," the form of which is attached hereto as Exhibit B) to the Pledge Agreement (the "Additional Pledged Securities" and, together with the Initial Pledged Securities, the "Pledged Securities") and the certificates representing the Pledged Securities (if any), the scheduled payments of principal and interest thereon which will be sufficient to provide for payment in full of the first six ten scheduled interest payments due on the Notes, (b) the security entitlements described in Part II of said Schedule I and in each Supplement, if any, with respect to the financial assets described, the securities intermediary named, and the securities account referred to therein, (c) the Collateral Account, all security entitlements from time to time carried in the Collateral Account, all funds held therein and all certificates and instruments, if any, from time to time representing or evidencing the Collateral Account, (cd) all Collateral Investments (as hereinafter defined) from time to time and all certificates and instruments, if any, representing or evidencing the Collateral Investments, and any and all security entitlements to the Collateral Investments, and any and all related securities accounts in which any security entitlements entitlement to the Collateral Investments are is carried, (de) all notes, certificates of deposit, deposit accounts, checks and other instruments, if any, from time to time hereafter delivered to or otherwise possessed by the Collateral Agent for or on behalf of the Pledgor and specifically designated by the Pledgor to be in substitution for any or all of the then existing Collateral, (ef) all interest, dividends, cash, instruments and other property, if any, from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the then existing Collateral and (fg) all proceeds of any and all of the foregoing Collateral (including, without limitation, proceeds that constitute property of the types described in clauses (a)-(ea)-(f) of this Section 1.3) and, to the extent not otherwise included, all (i) payments under insurance (whether or not the Trustee or the Collateral Agent is the loss payee thereof) or any indemnity, warranty or guaranty, payable by reason of loss or damage to or otherwise with respect to any of the foregoing Collateral and (ii) cash proceeds of any and all of the foregoing Collateral (such property described in clauses (a) through (fg) of this Section 1.3 being collectively referred to herein as the "Collateral"). Without limiting the generality of the foregoing, this Pledge Agreement secures the payment of all amounts that constitute part of the Obligations and would be owed by the Pledgor to the Trustee under the Notes, the Indenture, this Pledge Agreement and any other transaction documents related thereto but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving the Pledgor.

Pledge and Grant of Security Interest. As collateral security for to secure the full and prompt and complete payment and performance when due (whether at the stated maturity, by acceleration or otherwise) of the Obligations, the Pledgor each Borrower hereby pledges and assigns and pledges to the Collateral Agent Disbursement Agent, for the benefit of the Trustee and the ratable benefit of the Holders and hereby grants to the Collateral Agent for the benefit of the Trustee and for the ratable benefit of the HoldersLenders, a lien on continuing possessory Lien and first priority perfected security interest in all of the Pledgor's right, title and interest inof such Borrower in and to the Disbursement Account, in all funds deposited therein, in all investments from time to time therein, and under in all cash and non-cash proceeds of any of the following property: foregoing (a) collectively, the "Collateral"), from the date of the establishment of the Disbursement Account until the termination thereof pursuant to the terms hereof. As used herein, "Obligations" shall mean (i) the U.S. Government Obligations identified by CUSIP No. in Schedule I to this Pledge Agreement (principal of and interest on the "Initial Pledged Securities") and Loans made under the Credit Agreement, (ii) the U.S. Government Obligations, if any, identified by CUSIP No. in a supplement or supplements (each, a "Supplement," the form all other obligations and indebtedness of which is attached hereto as Exhibit B) each Borrower to the Pledge Lenders now existing or hereafter incurred under, arising out of, or in connection with the Credit Agreement and the other Credit Documents and the due performance and compliance by each Borrower with all of the terms, conditions and agreements contained in the Credit Agreement and the other Credit Documents, (iii) any and all sums advanced by the "Additional Pledged Securities" andDisbursement Agent in order to preserve the Collateral or to preserve its security interest in the Collateral, (iv) in the event of any proceeding for the collection or enforcement of any indebtedness, obligations or liabilities of any Borrower referred to in clauses (i), (ii) or (iii) above, after an Event of Default shall have occurred and be continuing, the reasonable expenses of retaking, holding, preparing for sale or lease, selling or otherwise disposing of or realizing on the Collateral, or of any exercise by the Disbursement Agent of its rights hereunder, together with the Initial Pledged Securitiesreasonable attorneys' fees and court costs, the "Pledged Securities") and the certificates representing the Pledged Securities (if any), the scheduled payments of principal and interest thereon which will be sufficient to provide for payment in full of the first six scheduled interest payments due on the Notes, (b) the Collateral Account, all security entitlements from time to time carried in the Collateral Account, all funds held therein and all certificates and instruments, if any, from time to time representing or evidencing the Collateral Account, (cv) all Collateral Investments amounts paid by any Indemnitee (as hereinafter defined) from time as to time and all certificates and instruments, if any, representing or evidencing which such Indemnitee has the Collateral Investments, and any and all security entitlements right to the Collateral Investments, and any and all related securities accounts in which any security entitlements to the Collateral Investments are carried, (d) all notes, certificates of deposit, deposit accounts, checks and other instruments, if any, from time to time hereafter delivered to or otherwise possessed by the Collateral Agent for or on behalf of the Pledgor and specifically designated by the Pledgor to be in substitution for any or all of the then existing Collateral, (e) all interest, dividends, cash, instruments and other property, if any, from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the then existing Collateral and (f) all proceeds of any and all of the foregoing Collateral (including, without limitation, proceeds that constitute property of the types described in clauses (a)-(e) of this reimbursement under Section 1.3) and, to the extent not otherwise included, all (i) payments under insurance (whether or not the Trustee or the Collateral Agent is the loss payee thereof) or any indemnity, warranty or guaranty, payable by reason of loss or damage to or otherwise with respect to any of the foregoing Collateral and (ii) cash proceeds of any and all of the foregoing Collateral (such property described in clauses (a) through (f) of this Section 1.3 being collectively referred to herein as the "Collateral"). Without limiting the generality of the foregoing, this Pledge Agreement secures the payment of all amounts that constitute part of the Obligations and would be owed by the Pledgor to the Trustee under the Notes, the Indenture, this Pledge Agreement and any other transaction documents related thereto but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving the Pledgor10 hereof.

Pledge and Grant of Security Interest. As security for the prompt and complete payment and performance when due (whether at the stated maturity, by acceleration or otherwise) of the Obligations, the Pledgor hereby assigns and pledges to the Collateral Agent for the benefit of the Trustee and the ratable benefit of the Holders and hereby grants to the Collateral Agent for the benefit of the Trustee and for the ratable benefit of the Holders, a lien on and first priority perfected security interest in all of the Pledgor's right, title and interest in, to and under the following property: (a) (i) the U.S. Government Obligations identified by CUSIP No. in Part I of Schedule I to this Pledge Agreement (the "Initial Pledged Securities") and (ii) the U.S. Government Obligations, if any, identified by CUSIP No. in a supplement or supplements (each, a "Supplement," the form of which is attached hereto as Exhibit B) to the Pledge Agreement (the "Additional Pledged Securities" and, together with the Initial Pledged Securities, the "Pledged Securities") and the certificates representing the Pledged Securities (if any), the scheduled payments of principal and interest thereon which will be sufficient to provide for payment in full of the first six eight scheduled interest payments due on the Notes, (b) the security entitlements described in Part II of said Schedule I, with respect to the financial assets described, the securities intermediary named, and the securities account referred to therein, (c) the Collateral Account, all security entitlements from time to time carried in the Collateral Account, all funds held therein and all certificates and instruments, if any, from time to time representing or evidencing the Collateral Account, (cd) all Collateral Investments (as hereinafter defined) from time to time and all certificates and instruments, if any, representing or evidencing the Collateral Investments, and any and all security entitlements to the Collateral Investments, and any and all related securities accounts in which any security entitlements to the Collateral Investments are is carried, (de) all notes, certificates of deposit, deposit accounts, checks and other instruments, if any, from time to time hereafter delivered to or otherwise possessed by the Collateral Agent for or on behalf of the Pledgor and specifically designated by the Pledgor to be in substitution for any or all of the then existing Collateral, (ef) all interest, dividends, cash, instruments and other property, if any, from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the then existing Collateral and (fg) all proceeds of any and all of the foregoing Collateral (including, without limitation, proceeds that constitute property of the types described in clauses (a)-(ea)-(f) of this Section 1.3) and, to the extent not otherwise included, all (i) payments under insurance (whether or not the Trustee or the Collateral Agent is the loss payee thereof) or any indemnity, warranty or guaranty, payable by reason of loss or damage to or otherwise with respect to any of the foregoing Collateral and (ii) cash proceeds of any and all of the foregoing Collateral (such property described in clauses (a) through (fg) of this Section 1.3 being collectively referred to herein as the "Collateral"). Without limiting the generality of the foregoing, this Pledge Agreement secures the payment of all amounts that constitute part of the Obligations and would be owed by the Pledgor to the Trustee under the Notes, the Indenture, this Pledge Agreement and any other transaction documents related thereto but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving the Pledgor.

Pledge and Grant of Security Interest. As security for the prompt and complete payment and performance when due (whether at the stated maturity, by acceleration or otherwise) of the Obligations, the Pledgor hereby assigns and pledges to the Collateral Agent for the benefit of the Trustee and the ratable benefit of the Holders and hereby grants to the Collateral Agent for the benefit of the Trustee and for the ratable benefit of the Holders, a lien on and first priority perfected security interest in all of the Pledgor's right, title and interest in, to and under the following property: (a) (i) the U.S. Government Obligations identified by CUSIP No. in Schedule I to this Pledge Agreement (the "Initial Pledged Securities") and (ii) the U.S. Government Obligations, if any, identified by CUSIP No. in a supplement or supplements (each, a "Supplement," the form of which is attached hereto as Exhibit B) to the Pledge Agreement (the "Additional Pledged Securities" and, together with the Initial Pledged Securities, the "Pledged Securities") and the certificates representing the Pledged Securities (if any), the scheduled payments of principal and interest thereon which will be sufficient to provide for payment in full of the first six ten scheduled interest payments due on the Notes, (b) the security entitlements described in said Schedule I with respect to the financial assets described, the securities intermediary named, and the securities account referred to therein, (c) the Collateral Account, all security entitlements from time to time carried in the Collateral Account, all funds held therein and all certificates and instruments, if any, from time to time representing or evidencing the Collateral Account, (cd) any "Deposit Accounts" at the Custodian, as defined in and maintained pursuant to that certain Account Control Agreement dated as of even date herewith by and between the Pledgor, the Collateral Agent and the Custodian (the "Account Control Agreement"), and all funds held therein and all certificates and instruments, if any, from time to time representing or evidencing such Deposit Accounts, (e) all Collateral Investments (as hereinafter defined) from time to time and all certificates and instruments, if any, representing or evidencing the Collateral Investments, and any and all security entitlements to the Collateral Investments, and any and all related securities accounts in which any security entitlements to the Collateral Investments are is carried, (df) all notes, certificates of deposit, deposit accounts, checks and other instruments, if any, from time to time hereafter delivered to or otherwise possessed by the Collateral Agent for or on behalf of the Pledgor and specifically designated by the Pledgor to be in substitution for any or all of the then existing Collateral, (eg) all interest, dividends, cash, instruments and other property, if any, from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the then existing Collateral and (fh) all proceeds of any and all of the foregoing Collateral (including, without limitation, proceeds that constitute property of the types described in clauses (a)-(ea)-(g) of this Section 1.3) and, to the extent not otherwise included, all (i) payments under insurance (whether or not the Trustee or the Collateral Agent is the loss payee thereof) or any indemnity, warranty or guaranty, payable by reason of loss or damage to or otherwise with respect to any of the foregoing Collateral and (ii) cash proceeds of any and all of the foregoing Collateral (such property described in clauses (a) through (fg) of this Section 1.3 being collectively referred to herein as the "Collateral"). Without limiting the generality of the foregoing, this Pledge Agreement secures the payment of all amounts that constitute part of the Obligations and would be owed by the Pledgor to the Trustee under the Notes, the Indenture, this Pledge Agreement and any other transaction documents related thereto but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving the Pledgor.

Pledge and Grant of Security Interest. As security for It is the prompt and complete payment and performance when due (whether at the stated maturity, by acceleration or otherwise) intention of the Obligationsparties hereto that this Escrow and Security Agreement create an escrow, and the Pledgor has no ownership of, or rights in, the Escrow Account or the Escrowed Funds other than the limited contractual right to receive the Escrowed Funds under the circumstances specified in Section 7(a), (b) or (f) hereof. If, notwithstanding the intention of the parties set forth in the foregoing sentence, the Pledgor is determined to have any interest in any of the Escrow Account or the Escrowed Funds, the Pledgor hereby assigns and pledges to the Collateral Administrative Agent for the its benefit of the Trustee and the ratable benefit of the Holders and hereby grants to the Collateral Agent for the benefit of the Trustee and for the ratable benefit of the HoldersLenders, and hereby grants to the Administrative Agent for its benefit and for the ratable benefit of the Lenders, as applicable, a lien on and first continuing first-priority perfected security interest in and to all of the Pledgor's ’s right, title and interest in, to and under the following following, whether characterized as investment property, certificated securities, uncertificated securities, general intangibles or otherwise: (a) (i) the U.S. Government Obligations identified by CUSIP No. in Schedule I to this Pledge Agreement (the "Initial Pledged Securities") and (ii) the U.S. Government Obligations, if any, identified by CUSIP No. in a supplement or supplements (each, a "Supplement," the form of which is attached hereto as Exhibit B) to the Pledge Agreement (the "Additional Pledged Securities" and, together with the Initial Pledged Securities, the "Pledged Securities") and the certificates representing the Pledged Securities (if any), the scheduled payments of principal and interest thereon which will be sufficient to provide for payment in full of the first six scheduled interest payments due on the Notes, (b) the Collateral Account, all security entitlements from time to time carried in the Collateral Escrow Account, all funds held therein and all certificates and instruments, if any, from time to time representing or evidencing the Collateral Escrow Account, (cb) all Collateral Investments (as hereinafter defined) from time to time and Escrow Investments, all certificates and instruments, if any, representing or evidencing the Collateral InvestmentsEscrow Investments and all other property, including any financial assets (as defined in Section 9-102(a)(29) of the U.C.C.) credited to the Escrow Account and any and all security entitlements to the Collateral InvestmentsEscrow Investments and other property or financial assets credited to the Escrow Account, and any and all related securities accounts in which any security entitlements to the Collateral Escrow Investments or other property or financial assets credited to the Escrow Account are carried, (dc) all cash, notes, certificates of deposit, deposit accounts, checks and other instruments, if any, from time to time hereafter delivered to or otherwise possessed by the Collateral Escrow Agent, as Escrow Agent and securities intermediary of the Pledgor only and not in any other capacity, for or on behalf of the Pledgor and specifically designated by the Pledgor to be in substitution for any or all of the then existing Collateral, (e) all interest, dividends, cash, instruments and other property, if any, from time to time received, receivable or otherwise distributed in respect of or in exchange for addition to any or all of the then existing Collateral (as hereinafter defined), and (fd) all proceeds of and other distributions on or with respect to any and all of the foregoing Collateral (including, without limitation, all dividends, interest, principal payments, cash, options, warrants, rights, investments, subscriptions and other property or proceeds, including proceeds that constitute property of the types described in clauses (a)-(ea) through (c) of this Section 1.31.4) and, to the extent not otherwise included, all (i) payments under insurance (whether or not the Trustee or the Collateral Agent is the loss payee thereof) or any indemnity, warranty or guaranty, payable by reason of loss or damage to or otherwise with respect to any of the foregoing Collateral and (ii) cash proceeds of any and all of the foregoing Collateral (such property described in clauses (a) through (fd) of this Section 1.3 being hereinafter collectively referred to herein as the "“Collateral"”). Without limiting The Escrow Agent (in its capacity as a securities intermediary) hereby agrees that it will comply with entitlement orders originated by the generality of Administrative Agent (in its capacity as a secured party) without further consent by the foregoingPledgor, this Pledge Agreement secures it being acknowledged and agreed that the payment of all amounts that constitute part of the Obligations and would be owed Escrow Agent shall honor written entitlement orders issued by the Pledgor to in accordance with Sections 5 or 7 hereof. The Escrow Agent (in its capacity as a bank) hereby agrees that it will comply with written instructions originated by the Trustee under Administrative Agent (in its capacity as a secured party) directing disposition of the Notes, the Indenture, this Pledge Agreement and funds in any other transaction documents related thereto but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving such account without further consent by the Pledgor, it being acknowledged and agreed that the Escrow Agent shall honor instructions issued by the Pledgor in accordance with Sections 5 or 7 hereof. The Escrow Agent hereby acknowledges the Administrative Agent’s lien or security interest in the Collateral as set forth above.

Pledge and Grant of Security Interest. As security for the prompt and complete payment and performance when due (whether at the stated maturity, by acceleration or otherwise) of the Obligations, the Pledgor hereby assigns and pledges to the Collateral Agent for the benefit of the Trustee and the ratable benefit of the Holders and hereby grants to the Collateral Agent Trustee for the its benefit of the Trustee and for the ratable benefit of the HoldersHolders of the Notes, a lien on and first priority perfected security interest in all of the Pledgor's right, title and interest in, to and under the following property: property (whether characterized as Certificated Securities or Uncertificated Securities, Financial Assets, Security Entitlements, Deposit Accounts, banks accounts, Securities Accounts, Money, Proceeds, Investment Property, General Intangibles or otherwise): (a) (i) the U.S. Government Obligations identified by CUSIP No. in Schedule I to this Pledge Agreement (the "Initial Pledged Securities") and (ii) the U.S. Government Obligations, if any, identified by CUSIP No. in a supplement or supplements (each, a "Supplement," the form of which is attached hereto as Exhibit B) to the Pledge Agreement (the "Additional Pledged Securities" and, together with the Initial Pledged Securities, the "Pledged Securities") and the certificates representing the Pledged Securities (if any), the scheduled payments of principal and interest thereon of which will be sufficient to provide for payment in full of the first six scheduled interest payments due on the Notes, (b) any and all applicable Security Entitlements to the Collateral AccountPledged Securities, all security entitlements from time to time carried in (c) the Collateral Pledge Account, all funds held therein and all certificates and instruments, if any, from time to time representing or evidencing the Collateral Pledge Account, (cd) all Collateral Investments (as hereinafter defined) from time to time and all certificates and instruments, if any, representing or evidencing the Collateral Investments, and any and all security entitlements Security Entitlements to the Collateral Investments, and any and all related securities accounts Securities Accounts in which any security entitlements Security Entitlements to the Collateral Investments are is carried, (de) the Cash Collateral Account, (f) all notes, certificates of deposit, deposit accountsDeposit Accounts, checks and other instruments, if any, from time to time hereafter delivered to or otherwise possessed by the Collateral Agent Trustee for or on behalf of the Pledgor and specifically designated by the Pledgor to be in substitution for or in addition to any or all of the then existing Collateral, (eg) all interest, dividends, cash, instruments and other property, if any, from time to time receivedreceived by the Trustee, receivable or otherwise distributed in respect of or in exchange for any or all of the then existing Collateral and (fh) except as otherwise provided herein, all proceeds of any and all of the foregoing Collateral (including, without limitation, proceeds that constitute property of the types described in clauses (a)-(ea) - (g) of this Section 1.3) and, to the extent not otherwise included, all (i) payments under insurance (whether or not the Trustee or the Collateral Agent is the loss payee thereof) or any indemnity, warranty or guaranty, payable by reason of loss or damage to or otherwise with respect to any of the foregoing Collateral and (ii) cash proceeds of any and all of the foregoing Collateral (such property described in clauses (a) through (f) of this Section 1.3 being collectively referred to herein as the "Collateral"). Without limiting the generality of the foregoing, this Pledge Agreement secures the payment of all amounts that constitute part of the Obligations and would be owed by the Pledgor to the Trustee under the Notes, the Indenture, this Pledge Agreement and any other transaction documents related thereto but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving the Pledgor.

Pledge and Grant of Security Interest. As security for the prompt and complete payment and performance when due (whether at the stated maturity, by acceleration or otherwise) of the Obligations, the Pledgor hereby assigns and pledges to the Collateral Agent for the benefit of the Trustee and the ratable benefit of the Holders and hereby grants to the Collateral Agent for the benefit of the Trustee and for the ratable benefit of the Holders, a lien on and first priority perfected security interest in all of the Pledgor's right, title and interest in, to and under the following property: (a) (i) the U.S. Government Obligations identified by CUSIP No. in Part I of Schedule I to this Pledge Agreement (the "Initial Pledged Securities") and (ii) the U.S. Government Obligations, if any, identified by CUSIP No. in a supplement or supplements (each, a "Supplement," the form of which is attached hereto as Exhibit B) to the Pledge Agreement (the "Additional Pledged Securities" and, together with the Initial Pledged Securities, the "Pledged Securities") and the certificates representing the Pledged Securities (if any), the scheduled payments of principal and interest thereon which will be sufficient to provide for payment in full of the first six scheduled interest payments due on the Notes, (b) the security entitlements described in Part II of said Schedule I and in each Supplement to the Pledge Agreement, if any, with respect to the financial assets described, the securities intermediary named, and the securities account referred to therein, (c) the Collateral Account, all security entitlements from time to time carried in the Collateral Account, all funds held therein and all certificates and instruments, if any, from time to time representing or evidencing the Collateral Account, (cd) all Collateral Investments (as hereinafter defined) from time to time and all certificates and instruments, if any, representing or evidencing the Collateral Investments, and any and all security entitlements to the Collateral Investments, and any and all related securities accounts in which any security entitlements to the Collateral Investments are is carried, (de) all notes, certificates of deposit, deposit accounts, checks and other instruments, if any, from time to time hereafter delivered to or otherwise possessed by the Collateral Agent for or on behalf of the Pledgor and specifically designated by the Pledgor to be in substitution for any or all of the then existing Collateral, (ef) all interest, dividends, cash, instruments and other property, if any, from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the then existing Collateral and (fg) all proceeds of any and all of the foregoing Collateral (including, without limitation, proceeds that constitute property of the types described in clauses (a)-(ea)-(f) of this Section 1.3) and, to the extent not otherwise included, all (i) payments under insurance (whether or not the Trustee or the Collateral Agent is the loss payee thereof) or any indemnity, warranty or guaranty, payable by reason of loss or damage to or otherwise with respect to any of the foregoing Collateral and (ii) cash proceeds of any and all of the foregoing Collateral (such property described in clauses (a) through (fg) of this Section 1.3 being collectively referred to herein as the "Collateral"). Without limiting the generality of the foregoing, this Pledge Agreement secures the payment of all amounts that constitute part of the Obligations and would be owed by the Pledgor to the Trustee under the Notes, the Indenture, this Pledge Agreement and any other transaction documents related thereto but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving the Pledgor.

Pledge and Grant of Security Interest. As security for the prompt and complete payment and performance when due (whether at the stated maturity, by acceleration or otherwise) of the Obligations, the Pledgor hereby assigns and pledges to the Collateral Agent for the benefit of the Trustee and the ratable benefit of the Holders and hereby grants to the Collateral Agent for the benefit of the Trustee and for the ratable benefit of the Holders, a lien on and first priority perfected security interest in all of the Pledgor's ’s right, title and interest in, to and under the following property: (a) (i) the U.S. Government Obligations identified by CUSIP No. in Part I of Schedule I to this Pledge Agreement (the "“Initial Pledged Securities"”) and (ii) the U.S. Government Obligations, if any, identified by CUSIP No. in a supplement or supplements (each, a "“Supplement," ” the form of which is attached hereto as Exhibit B) to the Pledge Agreement (the "“Additional Pledged Securities" ” and, together with the Initial Pledged Securities, the "“Pledged Securities"”) and the certificates representing the Pledged Securities (if any), the scheduled payments of principal and interest thereon which will be sufficient to provide for payment in full of the first six scheduled interest payments due on the Notes, (b) the security entitlements described in Part II of said Schedule I and in each Supplement to the Pledge Agreement, if any, with respect to the financial assets described, the securities intermediary named, and the securities account referred to therein, (c) the Collateral Account, all security entitlements from time to time carried in the Collateral Account, all funds held therein and all certificates and instruments, if any, from time to time representing or evidencing the Collateral Account, (cd) all Collateral Investments (as hereinafter defined) from time to time and all certificates and instruments, if any, representing or evidencing the Collateral Investments, and any and all security entitlements to the Collateral Investments, and any and all related securities accounts in which any security entitlements to the Collateral Investments are is carried, (de) all notes, certificates of deposit, deposit accounts, checks and other instruments, if any, from time to time hereafter delivered to or otherwise possessed by the Collateral Agent for or on behalf of the Pledgor and specifically designated by the Pledgor to be in substitution for any or all of the then existing Collateral, (ef) all interest, dividends, cash, instruments and other property, if any, from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the then existing Collateral and (fg) all proceeds of any and all of the foregoing Collateral (including, without limitation, proceeds that constitute property of the types described in clauses (a)-(ea)-(f) of this Section 1.3) and, to the extent not otherwise included, all (i) payments under insurance (whether or not the Trustee or the Collateral Agent is the loss payee thereof) or any indemnity, warranty or guaranty, payable by reason of loss or damage to or otherwise with respect to any of the foregoing Collateral and (ii) cash proceeds of any and all of the foregoing Collateral (such property described in clauses (a) through (fg) of this Section 1.3 being collectively referred to herein as the "“Collateral"”). Without limiting the generality of the foregoing, this Pledge Agreement secures the payment of all amounts that constitute part of the Obligations and would be owed by the Pledgor to the Trustee under the Notes, the Indenture, this Pledge Agreement and any other transaction documents related thereto but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving the Pledgor.

Pledge and Grant of Security Interest. As security for the prompt and complete payment and performance when due (whether at the stated maturity, by acceleration or otherwise) of the Obligations, the Pledgor hereby assigns and pledges to the Collateral Agent for the benefit of the Trustee and the ratable benefit of the Holders and hereby grants to the Collateral Agent for the benefit of the Trustee and for the ratable benefit of the Holders, a lien on and first priority perfected security interest in all of the Pledgor's right, title and interest in, to and under the following property: (a) (i) the U.S. Government Obligations identified by CUSIP No. in Part I of Schedule I to this Pledge Agreement (the "Initial Pledged Securities") and (ii) the U.S. Government Obligations, if any, identified by CUSIP No. in a supplement or supplements (each, a "Supplement," the form of which is attached hereto as Exhibit B) to the Pledge Agreement (the "Additional Pledged Securities" and, together with the Initial Pledged Securities, the "Pledged Securities") and the certificates representing the Pledged Securities (if any), the scheduled payments of principal and interest thereon which will be sufficient to provide for payment in full of the first six scheduled interest payments due on the Notes, (b) the security entitlements described in Part II of said Schedule I and in each Supplement to the Pledge Agreement, if any, with respect to the financial assets described, the securities intermediary named, and the securities account referred to therein, (c) the Collateral Account, all security entitlements from time to time carried in the Collateral Account, all funds held therein and all certificates and instruments, if any, from time to time representing or evidencing the Collateral Account, (cd) all Collateral Investments (as hereinafter defined) from time to time and all certificates and instruments, if any, representing or evidencing the Collateral Investments, and any and all security entitlements to the Collateral Investments, and any and all related securities accounts in which any security entitlements to the Collateral Investments are is carried, (de) all notes, certificates of deposit, deposit accounts, checks and other instruments, if any, from time to time hereafter delivered to or otherwise possessed by the Collateral Agent for or on behalf of the Pledgor and specifically designated by the Pledgor to be in substitution for any or all of the then existing Collateral, (ef) all interest, dividends, cash, instruments and other property, if any, from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the then existing Collateral and (fg) all proceeds of any and all of the foregoing Collateral (including, without limitation, proceeds that constitute property of the types described in clauses (a)-(ea)-(f) of this Section 1.3) and, to the extent not otherwise included, all (i) payments under insurance (whether or not the Trustee or the Collateral Agent is the loss payee thereof) or any indemnity, warranty or guaranty, payable by reason of loss or damage to or otherwise with respect to any of the foregoing Collateral and (ii) cash proceeds of any and all of the foregoing Collateral (such property described in clauses (a) through (fg) of this Section 1.3 being collectively referred to herein as the "Collateral"). Without limiting the generality of the foregoing, this Pledge Agreement secures the payment of all amounts that constitute part of the Obligations and would be owed by the Pledgor to the Trustee under the Notes, the Indenture, this Pledge Agreement and any other transaction documents related thereto but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving the Pledgor.

Pledge and Grant of Security Interest. 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, the Pledgor each Obligor hereby pledges and assigns and pledges to the Collateral Agent Agent, for the benefit of the Trustee Issuing Bank and the ratable benefit of the Holders and hereby grants to the Collateral Agent for the benefit of the Trustee and for the ratable benefit of the HoldersLenders, a continuing possessory lien on and first priority enforceable perfected security interest in all of the Pledgorsuch Obligor's right, title and interest in, to in and under the following property: (a) (i) the U.S. Government Obligations identified by CUSIP No. in Schedule I to this Pledge Agreement (the "Initial Pledged Securities") and (ii) the U.S. Government Obligations, if any, identified by CUSIP No. in a supplement or supplements (each, a "Supplement," the form of which is attached hereto as Exhibit B) to the Pledge Agreement (the "Additional Pledged Securities" and, together with the Initial Pledged Securities, the "Pledged Securities") and the certificates representing the Pledged Securities (if any), the scheduled payments of principal and interest thereon which will be sufficient to provide for payment in full of the first six scheduled interest payments due on the Notes, (b) the Cash Collateral Account, all security entitlements from time to time carried in the Collateral Account, all funds held therein and all certificates and instruments, if any, from time to time representing or evidencing the Collateral Account, (c) all Collateral Investments Account (as hereinafter defined) together with all deposits made from time to time therein and all certificates and instruments, if any, representing or evidencing the Collateral Investments, and any and all security entitlements to the Collateral Investments, and any and all related securities accounts in which any security entitlements to the Collateral Investments are carried, (d) all notes, certificates of deposit, deposit accounts, checks and other instruments, if any, investments from time to time hereafter delivered to or otherwise possessed by the Collateral Agent for or on behalf of the Pledgor and specifically designated by the Pledgor to be in substitution for any or all of the then existing Collateral, (e) all interest, dividends, cash, instruments and other property, if any, from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the then existing Collateral and (f) all proceeds of any and all of the foregoing Collateral therein (including, without limitation, proceeds that constitute property Two Yankee Certificates of Deposit in the name of the types described in clauses (a)-(eCompany with maturities of November 3, 1997 and December 1, 1997, respectively) and all cash and non-cash proceeds thereof, from the date of this Section 1.3) and, the establishment of the Cash Collateral Account until the termination thereof pursuant to the extent not otherwise includedterms hereof, all and related investments (i) payments under insurance (whether or not the Trustee or the Collateral Agent is the loss payee thereof) or any indemnity, warranty or guaranty, payable by reason of loss or damage to or otherwise with respect to any of the foregoing Collateral including cash and (ii) non-cash proceeds of any and all of the foregoing Collateral (such property described in clauses (a) through (f) of this Section 1.3 being collectively referred to herein as thereof)(collectively, the "Collateral"). Without limiting the generality As used herein, "Obligations" means (i) all obligations of the foregoingObligors with respect to the Existing Letters of Credit (including, without limitation, the Obligors' reimbursement obligations under this Agreement and the Credit Agreement and the continuing obligation of the Obligors to pay the fees owing pursuant to the Waiver, the Fourth Amendment and the Credit Agreement); (ii) any and all sums incurred or advanced by the Issuing Bank, the Agent and the Lenders (A) in connection with the negotiation, preparation, execution and delivery of any Credit Document, including, without limitation, this Pledge Agreement secures the payment of all amounts that constitute part Agreement, and any documents related thereto and (B) to collect or enforce any obligations, or liabilities of the Obligations Obligors referred to in clause (i) above, including but not limited to the reasonable expense of retaking, holding, preparing for sale, selling or otherwise disposing of or realizing on the Collateral, or of any exercise by the Issuing Bank, the Agent and would be the Lenders of their rights hereunder or under the Credit Agreement, any other Credit Document or applicable law, together with reasonable attorneys' fees and court costs; and (iii) any amount owed by the Pledgor to the Trustee Obligors under the Notes, the Indenture, Section 13 of this Pledge Agreement and any other transaction documents related thereto but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving the PledgorAgreement.

Pledge and Grant of Security Interest. As security for the prompt and complete payment and performance when due (whether at the stated maturity, by acceleration or otherwise) of the Obligations, the Pledgor hereby assigns and pledges to the Collateral Agent for the benefit of the Trustee and the ratable benefit of the Holders and hereby grants to the Collateral Agent for the benefit of the Trustee and for the ratable benefit of the Holders, a lien on and first priority perfected security interest in all of the Pledgor's right, title and interest in, to and under the following property: (a) (i) the U.S. Government Obligations identified by CUSIP No. in Schedule I to this Pledge Agreement (the "Initial Pledged Securities") and ); (iib) the U.S. Government Obligations, if any, Obligations identified by CUSIP No. in a supplement or supplements (each, a "Supplement," the form of which is attached hereto as Exhibit B) Schedule II to the this Pledge Agreement (the "Additional Pledged Securities" and, together with the Initial Pledged Securities, the "Pledged Securities"); (c) and the certificates representing the Pledged Securities security entitlements relating thereto; (if any), the scheduled payments of principal and interest thereon which will be sufficient to provide for payment in full of the first six scheduled interest payments due on the Notes, (bd) the Collateral Account, all financial assets and security entitlements from time to time carried in the Collateral Account, Account and all funds held therein and therein; (e) all certificates and instruments, if any, Cash Equivalents from time to time representing or evidencing credited to the Collateral Account, (c) all Collateral Investments (as hereinafter defined) from time to time and all certificates and instruments, if any, representing Account or evidencing otherwise held in the name of the Collateral InvestmentsAgent, and any and all security entitlements to the Collateral Investments, Cash Equivalents and any and all related money market deposit accounts or money market securities accounts in which relating to or constituting any security entitlements Cash Equivalent credited to the Collateral Investments are carried, Account or otherwise held in the name of the Collateral Agent; (df) all notes, certificates of deposit, deposit accounts, checks and other instruments, if any, from time to time hereafter delivered to or otherwise possessed by the Collateral Agent for or on behalf of the Pledgor and specifically designated by the Pledgor to constitute Collateral or to be in substitution for any or all of the then existing Collateral; (g) all certificates and instruments, if any, from time to time representing or evidencing the Collateral Account, the Pledged Securities and Cash Equivalent; (eh) all interest, dividends, cash, instruments and other property, if any, from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the then existing Collateral Collateral; and (fi) all proceeds of any and all of the foregoing Collateral (including, without limitation, proceeds that constitute property of the types described in clauses (a)-(ea) through (h) of this Section 1.3) 1.3 and, to the extent not otherwise included, all (i) payments under insurance (whether or not the Trustee or the Collateral Agent is the loss payee thereof) or any indemnity, warranty or guaranty, guaranty payable by reason of loss or damage to or otherwise with respect to any of the foregoing Collateral and (ii) cash proceeds of any and all of the foregoing Collateral Collateral) (such property described in clauses (a) through (fi) of this Section 1.3 being collectively referred to herein as the "Collateral"). Without limiting the generality of the foregoing, this Pledge Agreement secures the payment of all amounts that constitute part of the Obligations and would be owed by the Pledgor to the Trustee under the Notes, the Indenture, this Pledge Agreement and any other transaction documents related thereto but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving the Pledgor.

Pledge and Grant of Security Interest. As security for It is the prompt and complete payment and performance when due (whether at the stated maturity, by acceleration or otherwise) intention of the Obligationsparties hereto that this Escrow and Security Agreement create an escrow, and the Pledgor has no ownership of, or rights in, the Escrow Account or the Escrowed Funds other than the limited contractual right to receive the Escrowed Funds under the circumstances specified in Section 7(a), (b) or (f) hereof. If, notwithstanding the intention of the parties set forth in the foregoing sentence, the Pledgor is determined to have any interest in any of the Escrow Account or the Escrowed Funds, the Pledgor hereby assigns and pledges to the Collateral Administrative Agent for the its benefit of the Trustee and the ratable benefit of the Holders and hereby grants to the Collateral Agent for the benefit of the Trustee and for the ratable benefit of the HoldersLenders, and hereby grants to the Administrative Agent for its benefit and for the ratable benefit of the Lenders, as applicable, a lien on and first continuing first-priority perfected security interest in and to all of the Pledgor's ’s right, title and interest in, to and under the following following, whether characterized as investment property, certificated securities, uncertificated securities, general intangibles or otherwise: (a) (i) the U.S. Government Obligations identified by CUSIP No. in Schedule I to this Pledge Agreement (the "Initial Pledged Securities") and (ii) the U.S. Government Obligations, if any, identified by CUSIP No. in a supplement or supplements (each, a "Supplement," the form of which is attached hereto as Exhibit B) to the Pledge Agreement (the "Additional Pledged Securities" and, together with the Initial Pledged Securities, the "Pledged Securities") and the certificates representing the Pledged Securities (if any), the scheduled payments of principal and interest thereon which will be sufficient to provide for payment in full of the first six scheduled interest payments due on the Notes, (b) the Collateral Account, all security entitlements from time to time carried in the Collateral Escrow Account, all funds held therein and all certificates and instruments, if any, from time to time representing or evidencing the Collateral Escrow Account, (cb) all Collateral Investments (as hereinafter defined) from time to time and Escrow Investments, all certificates and instruments, if any, representing or evidencing the Collateral InvestmentsEscrow Investments and all other property, including any financial assets (as defined in Section 9102(a)(29) of the U.C.C.) credited to the Escrow Account and any and all security entitlements to the Collateral InvestmentsEscrow Investments and other property or financial assets credited to the Escrow Account, and any and all related securities accounts in which any security entitlements to the Collateral Escrow Investments or other property or financial assets credited to the Escrow Account are carried, (dc) all cash, notes, certificates of deposit, deposit accounts, checks and other instruments, if any, from time to time hereafter delivered to or otherwise possessed by the Collateral Escrow Agent, as Escrow Agent and securities intermediary of the Pledgor only and not in any other capacity, for or on behalf of the Pledgor and specifically designated by the Pledgor to be in substitution for any or all of the then existing Collateral, (e) all interest, dividends, cash, instruments and other property, if any, from time to time received, receivable or otherwise distributed in respect of or in exchange for addition to any or all of the then existing Collateral (as hereinafter defined), and (fd) all proceeds of and other distributions on or with respect to any and all of the foregoing Collateral (including, without limitation, all dividends, interest, principal payments, cash, options, warrants, rights, investments, subscriptions and other property or proceeds, including proceeds that constitute property of the types described in clauses (a)-(ea) through (c) of this Section 1.31.4) and, to the extent not otherwise included, all (i) payments under insurance (whether or not the Trustee or the Collateral Agent is the loss payee thereof) or any indemnity, warranty or guaranty, payable by reason of loss or damage to or otherwise with respect to any of the foregoing Collateral and (ii) cash proceeds of any and all of the foregoing Collateral (such property described in clauses (a) through (fd) of this Section 1.3 being hereinafter collectively referred to herein as the "“Collateral"”). Without limiting The Escrow Agent (in its capacity as a securities intermediary) hereby agrees that it will comply with entitlement orders originated by the generality of Administrative Agent (in its capacity as a secured party) without further consent by the foregoingPledgor, this Pledge Agreement secures it being acknowledged and agreed that the payment of all amounts that constitute part of the Obligations and would be owed Escrow Agent shall honor written entitlement orders issued by the Pledgor to in accordance with Sections 5 or 7 hereof. The Escrow Agent (in its capacity as a bank) hereby agrees that it will comply with written instructions originated by the Trustee under Administrative Agent (in its capacity as a secured party) directing disposition of the Notes, the Indenture, this Pledge Agreement and funds in any other transaction documents related thereto but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving such account without further consent by the Pledgor, it being acknowledged and agreed that the Escrow Agent shall honor instructions issued by the Pledgor in accordance with Sections 5 or 7 hereof. The Escrow Agent hereby acknowledges the Administrative Agent’s lien or security interest in the Collateral as set forth above.

Pledge and Grant of Security Interest. As collateral security for to secure the full and prompt and complete payment and performance when due (whether at the stated maturity, by acceleration or otherwise) of the Obligations, the Pledgor each Assignor hereby pledges and assigns and pledges to the Collateral Agent Account Agent, for the benefit of the Trustee and the ratable benefit of the Holders and hereby grants to the Collateral Agent for the benefit of the Trustee and for the ratable benefit of the HoldersLenders, a lien on continuing possessory Lien and first priority perfected security interest in all of the Pledgor's right, title and interest inof such Assignor in and to the Mortgage Notes Proceeds Account, in all funds deposited therein, in all investments from time to time therein, and under in all cash and non-cash proceeds of any of the following property: foregoing (a) collectively, the "Collateral"), from the date of the establishment of the Mortgage Notes Proceeds Account until the termination thereof pursuant to the terms hereof. As used herein, "Obligations" shall mean (i) the U.S. Government Obligations identified by CUSIP No. in Schedule I to this Pledge Agreement (principal of and interest on Loans made under the "Initial Pledged Securities") and Credit Agreement, (ii) the U.S. Government Obligations, if any, identified by CUSIP No. in a supplement or supplements (each, a "Supplement," the form all other obligations and indebtedness of which is attached hereto as Exhibit B) each Assignor to the Pledge Lenders now existing or hereafter incurred under, arising out of, or in connection with the Credit Agreement and the other Credit Documents and the due performance and compliance by each Assignor with all of the terms, conditions and agreements contained in the Credit Agreement and the other Credit Documents, (iii) any and all sums advanced by the "Additional Pledged Securities" andAccount Agent in order to preserve the Collateral or to preserve its security interest in the Collateral, (iv) in the event of any proceeding for the collection or enforcement of any indebtedness, obligations or liabilities of any Assignor referred to in clauses (i), (ii) or (iii) above, after an Event of Default shall have occurred and be continuing, the reasonable expenses of retaking, holding, preparing for sale or lease, selling or otherwise disposing of or realizing on the Collateral, or of any exercise by the Account Agent of its rights hereunder, together with the Initial Pledged Securities, the "Pledged Securities") reasonable attorneys' fees and the certificates representing the Pledged Securities court costs and (if any), the scheduled payments of principal and interest thereon which will be sufficient to provide for payment in full of the first six scheduled interest payments due on the Notes, (b) the Collateral Account, all security entitlements from time to time carried in the Collateral Account, all funds held therein and all certificates and instruments, if any, from time to time representing or evidencing the Collateral Account, (cv) all Collateral Investments amounts paid by any Indemnitee (as hereinafter defined) from time as to time and all certificates and instruments, if any, representing or evidencing which such Indemnitee has the Collateral Investments, and any and all security entitlements right to the Collateral Investments, and any and all related securities accounts in which any security entitlements to the Collateral Investments are carried, (d) all notes, certificates of deposit, deposit accounts, checks and other instruments, if any, from time to time hereafter delivered to or otherwise possessed by the Collateral Agent for or on behalf of the Pledgor and specifically designated by the Pledgor to be in substitution for any or all of the then existing Collateral, (e) all interest, dividends, cash, instruments and other property, if any, from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the then existing Collateral and (f) all proceeds of any and all of the foregoing Collateral (including, without limitation, proceeds that constitute property of the types described in clauses (a)-(e) of this reimbursement under Section 1.3) and, to the extent not otherwise included, all (i) payments under insurance (whether or not the Trustee or the Collateral Agent is the loss payee thereof) or any indemnity, warranty or guaranty, payable by reason of loss or damage to or otherwise with respect to any of the foregoing Collateral and (ii) cash proceeds of any and all of the foregoing Collateral (such property described in clauses (a) through (f) of this Section 1.3 being collectively referred to herein as the "Collateral"). Without limiting the generality of the foregoing, this Pledge Agreement secures the payment of all amounts that constitute part of the Obligations and would be owed by the Pledgor to the Trustee under the Notes, the Indenture, this Pledge Agreement and any other transaction documents related thereto but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving the Pledgor9 hereof.

Pledge and Grant of Security Interest. As security for the prompt and complete payment and performance when due (whether at the stated maturity, by acceleration or otherwise) of the Obligations, the The Pledgor hereby assigns and pledges to the Collateral Agent Trustee for the its benefit of the Trustee and the ratable benefit of the Holders and hereby grants to the Collateral Agent for the benefit of the Trustee and for the ratable benefit of the HoldersHolders of the Notes, and grants to the Trustee for its benefit and for the ratable benefit of the Holders of the Notes, a lien on and continuing first priority perfected security interest in and to all of the Pledgor's right, title and interest in, to and under the following (hereinafter collectively referred to as the "COLLATERAL"), whether characterized as investment property, general intangibles or otherwise: (a) (i) the U.S. Government Obligations United States Treasury securities identified by CUSIP No. Number in Schedule I Annex 1 to Exhibit A to this Pledge Agreement (the "Initial Pledged SecuritiesPLEDGED SECURITIES") and (ii) the U.S. Government Obligations, if any, identified by CUSIP No. in a supplement or supplements (each, a "Supplement," the form of which is attached hereto as Exhibit B) to the Pledge Agreement (the "Additional Pledged Securities" and, together with the Initial Pledged Securities, the "Pledged Securities") and the certificates representing the Pledged Securities (if any), the scheduled payments of principal and interest thereon which will be sufficient to provide for payment in full of the first six scheduled interest payments due on the Notes, (b) the Collateral Account, any and all applicable security entitlements from time to time carried in the Collateral Account, all funds held therein and all certificates and instruments, if any, from time to time representing or evidencing the Collateral AccountPledged Securities, (c) all The Bank of New York custodial account in the name of "Econophone, Inc. Collateral Investments Pledge Account", Administrative Account No. 103765 (as hereinafter definedthe "PLEDGE ACCOUNT") from time established and maintained with the Custodian pursuant to time and all certificates and instrumentsthis Pledge Agreement, if any, representing or evidencing the Collateral Investments, and any and all security entitlements to the Collateral Investments, and (d) any and all related securities accounts in which any security entitlements to the Collateral Investments Pledged Securities are carried, (d) all notes, certificates of deposit, deposit accounts, checks carried and other instruments, if any, from time to time hereafter delivered to or otherwise possessed by the Collateral Agent for or on behalf of the Pledgor and specifically designated by the Pledgor to be in substitution for any or all of the then existing Collateral, (e) all interest, dividends, cash, instruments and other property, if any, from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the then existing Collateral and (f) all proceeds of any and all of the foregoing Collateral (including, without limitation, all cash and proceeds that constitute property of the types described in clauses (a)-(ea) - (d) of this Section 1.31). In the event the Exchange Offer is not consummated and the Shelf Registration Statement is not declared effective on or prior to January 15, 1998, and the interest rate on the Notes is increased by .5% per annum as required by the Indenture, the Company shall purchase (or caused to be purchased) andand deliver to the Custodian additional Pledged Securities in such amount as will be sufficient upon receipt of scheduled interest and/or principal payments of all Pledged Securities thereafter held in the Pledge Account, in the opinion of a nationally recognized firm of independent public accountants selected by the Company, to provide payment for the extent not otherwise included, all first six scheduled interest payments due on the Notes (i) payments under insurance (whether or not assuming the Trustee or additional .5% per annum remains in effect for the Collateral Agent is the loss payee thereof) or any indemnity, warranty or guaranty, payable by reason of loss or damage to or otherwise with respect to any of the foregoing Collateral and (ii) cash proceeds of any and all of the foregoing Collateral (such property described in clauses (a) through (f) of this Section 1.3 being collectively referred to herein as the "Collateral"entire period). Without limiting the generality of the foregoing, this Pledge Agreement secures the payment of all amounts that constitute part of the Obligations and would The additional Pledged Securities shall be owed pledged by the Pledgor Company to the Trustee under the Notes, the Indenture, this Pledge Agreement and any other transaction documents related thereto but for the fact that they are unenforceable or not allowable due to benefit of the existence Holders of a bankruptcy, reorganization or similar proceeding involving the PledgorNotes and shall be held in the Pledge Account.

Pledge and Grant of Security Interest. As security for the prompt and complete payment and performance when due (whether at the stated maturity, by acceleration or otherwise) of the Obligations, the Pledgor hereby assigns and pledges to the Collateral Agent for the benefit of the Trustee and the ratable benefit of the Holders and hereby grants to the Collateral Agent for the benefit of the Trustee and for the ratable benefit of the Holders, a lien on and first priority perfected security interest in all of the Pledgor's ’s right, title and interest in, to and under the following property: (a) (i) the U.S. Government Obligations identified by CUSIP No. in Part I of Schedule I to this Pledge Agreement (the "Initial “Pledged Securities") and (ii) the U.S. Government Obligations, if any, identified by CUSIP No. in a supplement or supplements (each, a "Supplement," the form of which is attached hereto as Exhibit B) to the Pledge Agreement (the "Additional Pledged Securities" and, together with the Initial Pledged Securities, the "Pledged Securities"”) and the certificates representing the Pledged Securities (if any), the scheduled payments of principal and interest thereon which will be sufficient to provide for payment in full of the first six scheduled interest payments due on the Notes, (b) the security entitlements described in Part II of said Schedule I with respect to the financial assets described, the securities intermediary named, and the securities account referred to therein, (c) the Collateral Account, all security entitlements from time to time carried in the Collateral Account, all funds held therein and all certificates and instruments, if any, from time to time representing or evidencing the Collateral Account, (cd) all Collateral Investments (as hereinafter defined) from time to time and all certificates and instruments, if any, representing or evidencing the Collateral Investments, and any and all security entitlements to the Collateral Investments, and any and all related securities accounts in which any security entitlements to the Collateral Investments are is carried, (de) all notes, certificates of deposit, deposit accounts, checks and other instruments, if any, from time to time hereafter delivered to or otherwise possessed by the Collateral Agent for or on behalf of the Pledgor and specifically designated by the Pledgor to be in substitution for any or all of the then existing Collateral, (ef) all interest, dividends, cash, instruments and other property, if any, from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the then existing Collateral and (fg) all proceeds of any and all of the foregoing Collateral (including, without limitation, proceeds that constitute property of the types described in clauses (a)-(ea)-(f) of this Section 1.3) and, to the extent not otherwise included, all (i) payments under insurance (whether or not the Trustee or the Collateral Agent is the loss payee thereof) or any indemnity, warranty or guaranty, payable by reason of loss or damage to or otherwise with respect to any of the foregoing Collateral and (ii) cash proceeds of any and all of the foregoing Collateral (such property described in clauses (a) through (fg) of this Section 1.3 being collectively referred to herein as the "“Collateral"”). Without limiting the generality of the foregoing, this Pledge Agreement secures the payment of all amounts that constitute part of the Obligations and would be owed by the Pledgor to the Trustee under the Notes, the Indenture, this Pledge Agreement and any other transaction documents related thereto but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving the Pledgor.

Pledge and Grant of Security Interest. As security for the prompt and complete payment and performance when due (whether at the stated maturity, by acceleration or otherwise) of the Obligations, the The Pledgor hereby assigns and pledges to the Collateral Agent (for the benefit of the Trustee and the ratable benefit of the Holders Secured Parties) and hereby grants to the Collateral Agent (for the benefit of the Trustee and for the ratable benefit of the Holders, Secured Parties) a lien on and continuing first priority perfected security interest in and to all of the Pledgor's ’s right, title and interest in, to and under the following (hereinafter collectively referred to as the “Collateral”), whether characterized as investment property, certificated securities, uncertificated securities, general intangibles or otherwise: (a) (i) the U.S. Government Obligations identified by CUSIP No. in Schedule I to this Pledge Agreement (the "Initial Pledged Securities") and (ii) the U.S. Government Obligations, if any, identified by CUSIP No. in a supplement or supplements (each, a "Supplement," the form of which is attached hereto as Exhibit B) to the Pledge Agreement (the "Additional Pledged Securities" and, together with the Initial Pledged Securities, the "Pledged Securities") and the certificates representing the Pledged Securities (if any), the scheduled payments of principal and interest thereon which will be sufficient to provide for payment in full of the first six scheduled interest payments due on the Notes, (b) the Collateral Account, all security entitlements from time to time carried in the Collateral Escrow Account, all funds held therein and all certificates and instruments, if any, from time to time representing or evidencing the Collateral Escrow Account, (cb) all Collateral Investments (as hereinafter defined) from time to time and all certificates and instruments, if any, representing or evidencing the Collateral Investments, and any and all security entitlements to the Collateral Investments, and any and all related securities accounts in which any security entitlements to the Collateral Investments are carried, (dc) all cash, notes, certificates of deposit, deposit accounts, checks and other instruments, if any, from time to time hereafter delivered to or otherwise possessed by the Collateral Escrow Agent for or on behalf of the Pledgor and specifically designated by the Pledgor to be in substitution for or in addition to any or all of the then existing Collateral, (e) all interest, dividends, cash, instruments and other property, if any, from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the then existing Collateral and (fd) all proceeds of and other distributions on or with respect to any and all of the foregoing Collateral (including, without limitation, all dividends, interest, principal payments, cash, options, warrants, rights, investments, subscriptions and other property or proceeds, including proceeds that constitute property of the types described in clauses (a)-(ea) through (c) of this Section 1.3) and, 3.1). Notwithstanding any provision to the extent not otherwise includedcontrary herein, all the Escrow Agent (iin its capacity as a securities intermediary) payments under insurance (whether or not the Trustee or hereby agrees that it will comply with written entitlement orders originated by the Collateral Agent is the loss payee thereof(in its capacity as a secured party/purchaser) or any indemnity, warranty or guaranty, payable by reason of loss or damage to or otherwise with respect to any of the foregoing Collateral and (ii) cash proceeds of any and all of the foregoing Collateral (such property described in clauses (a) through (f) of this Section 1.3 being collectively referred to herein as the "Collateral"). Without limiting the generality of the foregoing, this Pledge Agreement secures the payment of all amounts that constitute part of the Obligations and would be owed without further consent by the Pledgor to the Trustee under the Notes(in its capacity as a debtor/entitlement holder), it being acknowledged and agreed that so long as no Event of Default exists, the Indenture, this Pledge Agreement and any other transaction documents related thereto but for Escrow Agent shall honor entitlement orders issued by the fact that they are unenforceable Pledgor in accordance with Sections 4 or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving the Pledgor5 hereof.

Pledge and Grant of Security Interest. As security for the prompt and complete payment and performance when due (whether at the stated maturity, by acceleration or otherwise) of the Obligations, the Pledgor hereby assigns and pledges to the Collateral Agent for the benefit of the Trustee and the ratable benefit of the Holders and hereby grants to the Collateral Agent Trustee for the its benefit of the Trustee and for the ratable benefit of the HoldersHolders of the Notes, a lien on and first priority perfected security interest in all of the Pledgor's right, title and interest in, to and under the following property: , (whether characterized as Certificated Securities or Uncertificated Securities, Financial Assets, Security Entitlements, Deposit Accounts, bank accounts, Securities Accounts, Money, Proceeds, Investment Property, General Intangibles or otherwise): (a) (i) the U.S. Government Obligations identified by CUSIP No. in Schedule I [and Schedule II] to this Pledge Agreement (the "Initial Pledged Securities") and (ii) the U.S. Government Obligations, if any, identified by CUSIP No. in a supplement or supplements (each, a "Supplement," the form of which is attached hereto as Exhibit B) to the Pledge Agreement (the "Additional Pledged Securities" and, together with the Initial Pledged Securities, the "Pledged Securities") and the certificates representing the Pledged Securities (if any), the scheduled payments of principal and interest thereon of which will be sufficient to provide for payment in full of the first six scheduled interest payments due on the NotesNotes in an amount equal to the Pledge Amount, (b) any and all applicable Security Entitlements to the Collateral AccountPledged Securities, all security entitlements from time to time carried in (c) the Collateral Pledge Account, all funds held therein and all certificates and instruments, if any, from time to time representing or evidencing the Collateral Pledge Account, (cd) all Collateral Investments (as hereinafter defined) from time to time and all certificates and instruments, if any, representing or evidencing the Collateral Investments, and any and all security entitlements Security Entitlements to the Collateral Investments, and any and all related securities accounts Securities Accounts in which any security entitlements Security Entitlements to the Collateral Investments are is carried, (de) the Cash Collateral Account, (f) all notes, certificates of deposit, deposit accountsDeposit Accounts, checks and other instruments, if any, from time to time hereafter delivered to or otherwise possessed by the Collateral Agent Trustee for or on behalf of the Pledgor and specifically designated by the Pledgor to be in substitution for or in addition to any or all of the then existing Collateral, (eg) all interest, dividends, cash, instruments and other property, if any, from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the then existing Collateral and (fh) except as otherwise provided herein, all proceeds of any and all of the foregoing Collateral (including, without limitation, proceeds that constitute property of the types described in clauses (a)-(ea) - (g) of this Section 1.3) and, to the extent not otherwise included, all (i) payments under insurance (whether or not the Trustee or the Collateral Agent is the loss payee thereof) or any indemnity, warranty or guaranty, payable by reason of loss or damage to or otherwise with respect to any of the foregoing Collateral and (ii) cash proceeds of any and all of the foregoing Collateral (such property described in clauses (a) through (f) of this Section 1.3 being collectively referred to herein as the "Collateral"). Without limiting the generality of the foregoing, this Pledge Agreement secures the payment of all amounts that constitute part of the Obligations and would be owed by the Pledgor to the Trustee under the Notes, the Indenture, this Pledge Agreement and any other transaction documents related thereto but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving the Pledgor.

Pledge and Grant of Security Interest. As security for the prompt and complete payment and performance when due (whether at the stated maturity, by acceleration or otherwise) of the Obligations, the Pledgor hereby assigns and pledges to the Collateral Agent for the benefit of the Trustee and the ratable benefit of the Holders and hereby grants to the Collateral Agent for the benefit of the Trustee and for the ratable benefit of the Holders, a lien on and first priority perfected security interest in all of the Pledgor's ’s right, title and interest in, to and under the following property: (a) (i) the U.S. Government Obligations identified by CUSIP No. in Schedule I to this Pledge Agreement (the "“Initial Pledged Securities"”) and (ii) the U.S. Government Obligations, if any, identified by CUSIP No. in a supplement or supplements (each, a "“Supplement," ” the form of which is attached hereto as Exhibit B) to the Pledge Agreement (the "“Additional Pledged Securities" ” and, together with the Initial Pledged Securities, the "“Pledged Securities"”) and the certificates representing the Pledged Securities (if any), the scheduled payments of principal and interest thereon which will be sufficient to provide for payment in full of the first six scheduled interest payments due on the Notes, (b) the security entitlements described in Schedule I and in each Supplement, if any, (c) the Collateral Account, all security entitlements from time to time carried in the Collateral Account, all funds held therein and all certificates and instruments, if any, from time to time representing or evidencing the Collateral Account, (cd) all Collateral Investments (as hereinafter defined) from time to time and all certificates and instruments, if any, representing or evidencing the Collateral Investments, and any and all security entitlements to the Collateral Investments, and any and all related securities accounts in which any security entitlements to the Collateral Investments are is carried, (de) all notes, certificates of deposit, deposit accounts, checks and other instruments, if any, from time to time hereafter delivered to or otherwise possessed by the Collateral Agent for or on behalf of the Pledgor and specifically designated by the Pledgor to be in substitution for any or all of the then existing Collateral, (ef) all interest, dividends, cash, instruments and other property, if any, from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the then existing Collateral and (fg) all proceeds of any and all of the foregoing Collateral (including, without limitation, proceeds that constitute property of the types described in clauses (a)-(ea)-(f) of this Section 1.3) and, to the extent not otherwise included, all (i) payments under insurance (whether or not the Trustee or the Collateral Agent is the loss payee thereof) or any indemnity, warranty or guaranty, payable by reason of loss or damage to or otherwise with respect to any of the foregoing Collateral and (ii) cash proceeds of any and all of the foregoing Collateral (such property described in clauses (a) through (fg) of this Section 1.3 being collectively referred to herein as the "“Collateral"”). Without limiting the generality of the foregoing, this Pledge Agreement secures the payment of all amounts that constitute part of the Obligations and would be owed by the Pledgor to the Trustee under the Notes, the Indenture, this Pledge Agreement and any other transaction documents related thereto but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving the Pledgor.

Pledge and Grant of Security Interest. As collateral security for to secure the full and prompt and complete payment and performance when due (whether at the stated maturity, by acceleration or otherwise) of the ObligationsObligations (and subject to Section 3.02 below), the Pledgor each Assignor hereby pledges and assigns and pledges to the Collateral Agent Account Agent, for the benefit of the Trustee and the ratable benefit of the Holders and hereby grants to the Collateral Agent for the benefit of the Trustee and for the ratable benefit of the HoldersLenders, a lien on continuing possessory Lien and first priority perfected security interest in all of the Pledgor's right, title and interest inof such Assignor in and to the Partnership Funds Account, in all funds deposited therein, in all investments from time to time therein, and under in all cash and non-cash proceeds of any of the following property: foregoing (a) collectively, the "Collateral"), from the date of the establishment of the Partnership Funds Account until the termination thereof pursuant to the terms hereof. As used herein, "Obligations" shall mean (i) the U.S. Government Obligations identified by CUSIP No. in Schedule I to this Pledge principal of, interest on and premium on (x) the Loans made under the Credit Agreement and (y) the "Initial Pledged Securities") and Subordinated Notes, (ii) the U.S. Government Obligations, if any, identified by CUSIP No. in a supplement or supplements (each, a "Supplement," the form all other obligations and indebtedness of which is attached hereto as Exhibit B) each Assignor to the Pledge Agreement Lenders and Holders now existing or hereafter incurred under, arising out of, or in connection with the Credit Agreement, the other Credit Documents and the Subordinated Notes Documents and the due performance and compliance by each Assignor with all of the terms, conditions and agreements contained in the Credit Agreement, the other Credit Documents and the Subordinated Notes Documents, (iii) any and all sums advanced by the "Additional Pledged Securities" andAccount Agent in order to preserve the Collateral or to preserve its security interest in the Collateral, (iv) in the event of any proceeding for the collection or enforcement of any indebtedness, obligations or liabilities of any Assignor referred to in clauses (i), (ii) or (iii) above, after an Event of Default shall have occurred and be continuing, the reasonable expenses of retaking, holding, preparing for sale or lease, selling or otherwise disposing of or realizing on the Collateral, or of any exercise by the Account Agent of its rights hereunder, together with the Initial Pledged Securities, the "Pledged Securities") reasonable attorneys' fees and the certificates representing the Pledged Securities court costs and (if any), the scheduled payments of principal and interest thereon which will be sufficient to provide for payment in full of the first six scheduled interest payments due on the Notes, (b) the Collateral Account, all security entitlements from time to time carried in the Collateral Account, all funds held therein and all certificates and instruments, if any, from time to time representing or evidencing the Collateral Account, (cv) all Collateral Investments amounts paid by any Indemnitee (as hereinafter defined) from time as to time and all certificates and instruments, if any, representing or evidencing which such Indemnitee has the Collateral Investments, and any and all security entitlements right to the Collateral Investments, and any and all related securities accounts in which any security entitlements to the Collateral Investments are carried, (d) all notes, certificates of deposit, deposit accounts, checks and other instruments, if any, from time to time hereafter delivered to or otherwise possessed by the Collateral Agent for or on behalf of the Pledgor and specifically designated by the Pledgor to be in substitution for any or all of the then existing Collateral, (e) all interest, dividends, cash, instruments and other property, if any, from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the then existing Collateral and (f) all proceeds of any and all of the foregoing Collateral (including, without limitation, proceeds that constitute property of the types described in clauses (a)-(e) of this reimbursement under Section 1.3) and, to the extent not otherwise included, all (i) payments under insurance (whether or not the Trustee or the Collateral Agent is the loss payee thereof) or any indemnity, warranty or guaranty, payable by reason of loss or damage to or otherwise with respect to any of the foregoing Collateral and (ii) cash proceeds of any and all of the foregoing Collateral (such property described in clauses (a) through (f) of this Section 1.3 being collectively referred to herein as the "Collateral"). Without limiting the generality of the foregoing, this Pledge Agreement secures the payment of all amounts that constitute part of the Obligations and would be owed by the Pledgor to the Trustee under the Notes, the Indenture, this Pledge Agreement and any other transaction documents related thereto but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving the Pledgor9 hereof.