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

Pledge and Grant of Security Interest. The Pledgors hereby deliver to the Administrative Agent, for the ratable benefit of the Administrative Agent and the Secured Parties, all certificates representing the Pledged Stock and Partnership/LLC Interests and hereby grant to the Administrative Agent, for the ratable benefit of the Administrative Agent and the Secured Parties, a security interest in the Pledged Stock, Partnership/LLC Interests and all other Collateral, as collateral security for the prompt and complete payment and performance when due (whether at the stated maturity, by acceleration or otherwise) of the Obligations; provided, that any Security Interest in any Collateral constituting Pledged Stock or Partnership/LLC Interests issued by any Issuer or Partnership/LLC that is (a) an Excluded Domestic Subsidiary or (b) which is not organized under the laws of any political subdivision of the United States shall be limited to sixty-five percent (65%) of all issued and outstanding shares of all classes of voting Capital Stock of such Issuer or Partnership/LLC and one hundred percent (100%) of all issued and outstanding shares of all classes of non-voting Capital Stock of such Issuer or Partnership/LLC; provided, further that notwithstanding the foregoing, such pledge and grant of Security Interest hereunder shall not include any Excluded Capital Stock. Without limiting the generality of the foregoing, it is hereby specifically understood and agreed that a Pledgor may from time to time hereafter pledge and deliver additional shares of capital stock and/or partnership and membership interests to the Administrative Agent as collateral security for the Obligations. Upon such pledge and delivery to the Administrative Agent, such additional shares of capital stock and/or partnership and membership interests shall be deemed to be part of the Pledged Stock and/or Partnership/LLC Interests, as applicable, of such Pledgor and shall be subject to the terms of this Pledge Agreement whether or not Schedule I has been amended to refer to such additional shares as required by Section 7(i).

Pledge and Grant of Security Interest. The Pledgors hereby deliver to the Administrative Agent, for the ratable benefit of the Administrative Agent and the Secured Parties, all certificates representing the Pledged Stock and Partnership/LLC Interests and hereby grant to the Administrative Agent, for the ratable benefit of the Administrative Agent and the Secured Parties, a security interest in the Pledged Stock, Partnership/LLC Interests and all other Collateral, as collateral security for the prompt and complete payment and performance when due (whether at the stated maturity, by acceleration or otherwise) of the Obligations; provided, that any Security Interest in any Collateral constituting Pledged Stock or Partnership/LLC Interests issued by any Issuer or Partnership/LLC that is (a) an Excluded Domestic Subsidiary or (b) which is not organized under the laws of any political subdivision of the United States shall be limited to sixty-five percent (65%) of all issued and outstanding shares of all classes of voting Capital Stock of such Issuer or Partnership/LLC and one hundred percent (100%) of all issued and outstanding shares of all classes of non-voting Capital Stock of such Issuer or Partnership/LLC; provided, further that notwithstanding the foregoing, such pledge and grant of Security Interest hereunder shall not include any Excluded Capital StockStock of any Foreign Subsidiary that is not a First Tier Foreign Subsidiary. Without limiting the generality of the foregoing, it is hereby specifically understood and agreed that a Pledgor may from time to time hereafter pledge and deliver additional shares of capital stock and/or partnership and membership interests to the Administrative Agent as collateral security for the Obligations. Upon such pledge and delivery to the Administrative Agent, such additional shares of capital stock and/or partnership and membership interests shall be deemed to be part of the Pledged Stock and/or Partnership/LLC Interests, as applicable, of such Pledgor and shall be subject to the terms of this Pledge Agreement whether or not Schedule I has been amended to refer to such additional shares as required by Section 7(i).

Pledge and Grant of Security Interest. The Pledgors hereby deliver to the Administrative Agent, for the ratable benefit of the Administrative Agent and the Secured Parties, all certificates representing the Pledged Stock and Partnership/LLC Interests and hereby grant to the Administrative Agent, for the ratable benefit of the Administrative Agent and the Secured Parties, a security interest in the Pledged Stock, Partnership/LLC Interests and all other Collateral, as 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; provided, that any Security Interest in any Collateral constituting Pledged Stock or Partnership/LLC Interests issued by any Issuer or Partnership/LLC that is (a) an Excluded Domestic Subsidiary or (b) which is not organized under each Assignor hereby pledges and assigns to the laws of any political subdivision Account Agent, for the benefit of the United States shall be limited to sixty-five percent (65%) Holders, a continuing possessory Lien and security interest in all of all issued the right, title and outstanding shares of all classes of voting Capital Stock interest of such Issuer or Partnership/LLC Assignor in and one hundred percent (100%) of to the Subordinated Notes Proceeds Account, in all issued and outstanding shares of funds deposited therein, in all classes of non-voting Capital Stock of such Issuer or Partnership/LLC; provided, further that notwithstanding the foregoing, such pledge and grant of Security Interest hereunder shall not include any Excluded Capital Stock. Without limiting the generality of the foregoing, it is hereby specifically understood and agreed that a Pledgor may investments from time to time hereafter pledge therein, and deliver additional shares in all cash and non-cash proceeds of capital stock and/or partnership and membership interests to the Administrative Agent as collateral security for the Obligations. Upon such pledge and delivery to the Administrative Agent, such additional shares of capital stock and/or partnership and membership interests shall be deemed to be part any of the Pledged Stock and/or Partnership/LLC Interestsforegoing (collectively, as applicablethe "Collateral"), from the date of such Pledgor and shall be subject the establishment of the Subordinated Notes Proceeds Account until the termination thereof pursuant to the terms hereof. As used herein, "Obligations" shall mean (i) the principal of, interest on or premium on the Subordinated Notes, (ii) all other obligations and indebtedness of this Pledge Agreement whether each Assignor to the Holders now existing or not Schedule I hereafter incurred under, arising out of, or in connection with the Indenture and Subordinated Notes, and the due performance and compliance by each Assignor with all of the terms, conditions and agreements contained in the Indenture and Subordinated Notes, (iii) any and all sums advanced by the Account 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 (as defined in the Indenture) 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 reasonable attorneys' fees and court costs and (v) all amounts paid by any Indemnitee (as hereinafter defined) as to which such Indemnitee has been amended the right to refer to such additional shares as required by reimbursement under Section 7(i)9 hereof.

Pledge and Grant of Security Interest. The Pledgors Issuer hereby deliver pledges to the Administrative Agent, Escrow Agent for its benefit and for the ratable benefit of the Administrative Agent and Holders of the Secured PartiesPreferred Securities, all certificates representing the Pledged Stock and Partnership/LLC Interests and hereby grant grants to the Administrative Agent, Escrow Agent for its benefit and for the ratable benefit of the Administrative Agent and Holders of the Secured PartiesPreferred Securities, a continuing security interest in and to all of the Pledged StockIssuer's right, Partnership/LLC Interests title and all other interest in, to and under the following (hereinafter collectively referred to as the "Collateral"), whether now owned or hereafter acquired or arising, whether evidenced by or characterized as collateral security for the prompt and complete payment and performance when due (whether at the stated maturityinvestment property, by acceleration general intangibles, documents, instruments, accounts, money or otherwise) of the Obligations; provided, that any Security Interest in any Collateral constituting Pledged Stock or Partnership/LLC Interests issued by any Issuer or Partnership/LLC that is : (a) an Excluded Domestic Subsidiary or the United States Treasury securities identified in Annex 1 to Exhibit A to this Escrow Agreement (the "Firm Pledged Securities" and, together with the Additional Pledged Securities, the "Pledged Securities"), (b) which is not organized under the laws of any political subdivision of the United States shall Treasury securities, if any, to be limited purchased pursuant to sixty-five percent Section 7(c) any and all applicable security entitlements to the Pledged Securities, (65%d) of all issued dividends, interest, cash, instruments and outstanding shares of all classes of voting Capital Stock of such Issuer or Partnership/LLC and one hundred percent (100%) of all issued and outstanding shares of all classes of non-voting Capital Stock of such Issuer or Partnership/LLC; provided, further that notwithstanding the foregoing, such pledge and grant of Security Interest hereunder shall not include any Excluded Capital Stock. Without limiting the generality of the foregoing, it is hereby specifically understood and agreed that a Pledgor may other property from time to time hereafter pledge received, receivable or otherwise distributed or distributable in respect of or in exchange for the Pledged Securities, (e) The Bank of New York account in the name of "The Bank of New York, as Escrow Agent for the benefit of the holders of the -% Exchangeable Limited Liability Company Preferred Securities mandatorily redeemable 2010 of CellNet Funding, LLC Collateral Escrow Account", Administrative Account No. - (the "Escrow Account") established and deliver additional shares maintained by the Escrow Agent pursuant to this Escrow Agreement, (f) all dividends, interest, cash, investments and other property of capital stock and/or partnership any kind from time to time deposited in, received, receivable or otherwise distributed or distributable in respect of or in exchange for the Escrow Account and membership interests any credit balance maintained therein, (g) any and all related securities accounts maintained with any securities intermediary in which security entitlements to the Administrative Agent Pledged Securities or any related investment property are carried, and (h) all proceeds in any form of any and all of the foregoing Collateral (including, without limitation, proceeds that constitute property of the types described in clauses (a) - (h) of this Section 1) and, to the extent not otherwise included, all cash. in such amount as collateral security will be sufficient upon receipt of scheduled interest and/or principal payments of all Pledged Securities thereafter held in the Pledged Account to provide payment for the Obligationsfirst thirteen cash dividends due on the Preferred Securities. Upon such pledge and delivery The Additional Pledged Securities shall be pledged by the Issuer to the Administrative Agent, such additional shares of capital stock and/or partnership and membership interests shall be deemed to be part Escrow Agent for the benefit of the Pledged Stock and/or Partnership/LLC Interests, as applicable, of such Pledgor Holders and shall be subject to held by the terms of this Pledge Agreement whether or not Schedule I has been amended to refer to such additional shares as required by Section 7(i)Escrow Agent in the Pledged Account.

Pledge and Grant of Security Interest. The Pledgors hereby deliver to the Administrative Agent, for the ratable benefit of the Administrative Agent and the Secured PartiesLenders, all certificates representing the Pledged Stock and Partnership/LLC Interests and hereby grant to the Administrative Agent, for the ratable benefit of the Administrative Agent and the Secured PartiesLenders, a security interest in the Pledged Stock, Partnership/LLC Interests and all other Collateral, as collateral security for the prompt and complete payment and performance when due (whether at the stated maturity, by acceleration or otherwise) of the Obligations; provided, that any Security Interest in any Collateral constituting Pledged Stock or Partnership/LLC Interests issued by any Issuer or Partnership/LLC that is (a) an Excluded Domestic Subsidiary or (b) which is not organized under the laws of any political subdivision of the United States shall be limited to sixty-five percent (65%) of all issued and outstanding shares of all classes of voting Capital Stock of such Issuer or Partnership/LLC and one hundred percent (100%) of all issued and outstanding shares of all classes of non-voting Capital Stock of such Issuer or Partnership/LLC; provided, further that notwithstanding the foregoing, such pledge and grant of Security Interest hereunder shall not include any Excluded Capital StockStock of any Foreign Subsidiary that is not a First Tier Foreign Subsidiary. Without limiting the generality of the foregoing, it is hereby specifically understood and agreed that a Pledgor may from time to time hereafter pledge and deliver additional shares of capital stock and/or partnership and membership interests to the Administrative Agent as collateral security for the Obligations. Upon such pledge and delivery to the Administrative Agent, such additional shares of capital stock and/or partnership and membership interests shall be deemed to be part of the Pledged Stock and/or Partnership/LLC Interests, as applicable, of such Pledgor and shall be subject to the terms of this Pledge Agreement whether or not Schedule I has been amended to refer to such additional shares as required by Section 7(i).

Pledge and Grant of Security Interest. The Pledgors (a) As security for the payment and performance in full of its Obligations, each Pledgor hereby deliver transfers, grants, bargains, sells, conveys, hypothecates, pledges, sets over and delivers unto the Collateral Agent and grants (and hereby reconfirms such grant under the Amended Security Agreement), to the Administrative Agent, Collateral Agent for its benefit and for the ratable benefit of the Administrative Agent and the Secured Parties, all certificates representing the Pledged Stock and Partnership/LLC Interests and hereby grant to the Administrative Agent, for the ratable benefit of the Administrative Agent and the Secured Parties, a first priority security interest in (i) the shares of capital stock listed below the name of such Pledgor on Schedule I and any shares of stock of any Subsidiary obtained in the future by such Pledgor and the certificates representing all such shares, excluding any Inactive Subsidiary and the shares of any CFC to the extent the number of shares would exceed 65% of the shares of capital stock of such CFC (the “Pledged Stock”), (ii) all of such Pledgor’s respective partnership and membership interests and related rights described in Schedule II and any partnership or membership interests or other equity interests in any Subsidiary obtained in the future by such Pledgor, excluding the respective partnership and membership interests of any CFC to the extent the number of respective partnership and membership interests would exceed 65% of the shares of respective partnership and membership interests of such CFC (the “Pledged Interests”), (iii) all other property that may be delivered to and held by the Collateral Agent pursuant to the terms hereof, (iv) subject to Section 2.05, all payments of dividends and distributions, including, without limitation, all cash, instruments and other property (including, without limitation, any security entitlements or investment property), from time to time received, receivable or otherwise paid or distributed, in respect of, or in exchange for or upon the conversion of the securities and other property referred to in clauses (i), (ii), or (iii) above, (v) subject to Section 2.05, all rights and privileges of such Pledgor with respect to the securities (including, without limitation, any securities entitlements) and other property referred to in clauses (i), (ii), (iii) and (iv) above, (vi) any and all custodial accounts, securities accounts or other safekeeping accounts in which any of the foregoing property (and any property described in the following clauses (vii) and (viii)) may be deposited or held in, and any security entitlements or other rights relating thereto, (vii) any securities (as defined in the New York Uniform Commercial Code (the “UCC”)) constituted by any of the foregoing, and (viii) all proceeds (as defined in the UCC) of any of the foregoing (the items referred to in clauses (i) through (vii) above being collectively referred to as the “Collateral”). The Collateral Agent acknowledges that the security interest in the Pledged Stock, Partnership/LLC Interests and all other Collateral, as collateral security for the prompt and complete payment and performance when due (whether at the stated maturity, by acceleration or otherwise) of the Obligations; provided, that any Security Interest in any Collateral constituting Pledged Stock or Partnership/LLC Interests issued by any Issuer or Partnership/LLC that granted herein is (a) an Excluded Domestic Subsidiary or (b) which is not organized under the laws of any political subdivision of the United States shall be limited to sixty-five percent (65%) of all issued and outstanding shares of all classes of voting Capital Stock of such Issuer or Partnership/LLC and one hundred percent (100%) of all issued and outstanding shares of all classes of non-voting Capital Stock of such Issuer or Partnership/LLC; provided, further that notwithstanding the foregoing, such pledge and grant of Security Interest hereunder shall not include any Excluded Capital Stock. Without limiting the generality of the foregoing, it is hereby specifically understood and agreed that a Pledgor may from time to time hereafter pledge and deliver additional shares of capital stock and/or partnership and membership interests to the Administrative Agent as collateral security for the Obligations. Upon such pledge and delivery to the Administrative Agent, such additional shares of capital stock and/or partnership and membership interests shall be deemed to be part of the Pledged Stock and/or Partnership/LLC Interests, as applicable, of such Pledgor and shall be subject to the terms and conditions of this Pledge Agreement whether or not Schedule I has been amended to refer to such additional shares as required by Section 7(i)the Prudential Intercreditor Agreement.

Pledge and Grant of Security Interest. (a) The Pledgors Issuer hereby deliver pledges to the Administrative Agent, Escrow Agent for its benefit and for the ratable benefit of the Administrative Agent Holders of the Preferred Securities, and the Secured Parties, all certificates representing the Pledged Stock and Partnership/LLC Interests and hereby grant grants to the Administrative Agent, Escrow Agent for its benefit and for the ratable benefit of the Administrative Agent and Holders of the Secured PartiesPreferred Securities, a continuing first priority security interest in and to all of the Pledged StockIssuer's right, Partnership/LLC Interests title and all other interest in, to and under the following (hereinafter collectively referred to as the "Collateral"), whether characterized as collateral security for the prompt and complete payment and performance when due (whether at the stated maturityinvestment property, by acceleration ---------- general intangibles or otherwise) of the Obligations; provided, that any Security Interest in any Collateral constituting Pledged Stock or Partnership/LLC Interests issued by any Issuer or Partnership/LLC that is : (a) an Excluded Domestic Subsidiary or the United States Treasury securities identified in Annex 1 to Exhibit A to this Escrow Agreement (the "Firm Pledged Securities" and, together with the ----------------------- Additional Pledged Securities, the "Pledged Securities"), (b) the ------------------ United States Treasury securities, if any, to be purchased pursuant to Section 1(b), (c) any and all applicable security entitlements to the Pledged Securities, (d) the Norwest Bank Colorado, National Association account in the name of "Norwest Bank Colorado, National Association, as Escrow Agent for the benefit of the holders of the 6 % Exchangeable Limited Liability Company Preferred Securities mandatorily redeemable 2009 of ICG Funding, LLC Collateral Escrow Account", Administrative Account No. 1185943909 (the "Escrow Account") established and maintained -------------- by the Escrow Agent pursuant to this Escrow Agreement, (e) any and all related securities accounts in which is not organized under security entitlements to the laws Pledged Securities are carried, and (f) all proceeds of any political subdivision and all of the United States shall be limited to sixty-five percent foregoing Collateral (65%including, without limitation, proceeds that constitute property of the types described in clauses (a) - (e) of all issued and outstanding shares of all classes of voting Capital Stock of such Issuer or Partnership/LLC and one hundred percent (100%this Section 1) of all issued and outstanding shares of all classes of non-voting Capital Stock of such Issuer or Partnership/LLC; providedand, further that notwithstanding the foregoing, such pledge and grant of Security Interest hereunder shall not include any Excluded Capital Stock. Without limiting the generality of the foregoing, it is hereby specifically understood and agreed that a Pledgor may from time to time hereafter pledge and deliver additional shares of capital stock and/or partnership and membership interests to the Administrative Agent as collateral security for the Obligations. Upon such pledge and delivery to the Administrative Agentextent not otherwise included, such additional shares of capital stock and/or partnership and membership interests shall be deemed to be part of the Pledged Stock and/or Partnership/LLC Interests, as applicable, of such Pledgor and shall be subject to the terms of this Pledge Agreement whether or not Schedule I has been amended to refer to such additional shares as required by Section 7(i)all cash.

Pledge and Grant of Security Interest. The Pledgors hereby deliver to the Administrative Agent, for the ratable benefit of the Administrative Agent and the Secured PartiesLenders, all certificates representing the Pledged Stock and Partnership/LLC Interests and hereby grant to the Administrative Agent, for the ratable benefit of the Administrative Agent and the Secured PartiesLenders, a first priority security interest in the Pledged Stock, Partnership/LLC Interests and all other Collateral, as collateral security for the prompt and complete payment and performance when due (whether at the stated maturity, by acceleration or otherwise) of the Obligations; provided, that any Security Interest in any Collateral constituting Pledged Stock or Partnership/LLC Interests issued by any Issuer or Partnership/LLC that is (a) an Excluded Domestic Subsidiary or (b) which is not organized under the laws of any political subdivision of the United States shall be limited to sixty-five percent (65%) of all issued and outstanding shares of all classes of voting Capital Stock of such Issuer or Partnership/LLC and one hundred percent (100%) of all issued and outstanding shares of all classes of non-voting Capital Stock of such Issuer or Partnership/LLC; provided, further that notwithstanding the foregoing, such pledge and grant of Security Interest hereunder shall not include any Excluded Capital Stock. Without limiting the generality of the foregoing, it is hereby specifically understood and agreed that a Pledgor may from time to time hereafter pledge and deliver additional shares of capital stock and/or partnership and membership interests to the Administrative Agent as collateral security for the Obligations. Upon such pledge and delivery to the Administrative Agent, such additional shares of capital stock and/or partnership and membership interests shall be deemed to be part of the Pledged Stock and/or Partnership/LLC Interests, as applicable, of such Pledgor and shall be subject to the terms of this Pledge Agreement whether or not Schedule I has been amended to refer to such additional shares as required by Section 7(i).

Pledge and Grant of Security Interest. The Pledgors hereby deliver to the Administrative Agent, for the ratable benefit of the Administrative Agent and the Secured Parties, all certificates representing the Pledged Stock and Partnership/LLC Interests and hereby grant to the Administrative Agent, for the ratable benefit of the Administrative Agent and the Secured Parties, a security interest in the Pledged Stock, Partnership/LLC Interests and all other Collateral, as collateral security for the prompt and complete payment and performance when due (whether at the stated maturity, by acceleration or otherwise) of the Obligations; provided, that any Security Interest in any Collateral constituting Pledged Stock or Partnership/LLC Interests issued by any Issuer or Partnership/LLC that is (a) an Excluded Domestic Subsidiary or (b) which is not organized under the laws of any political subdivision of the United States shall be limited to sixty-five percent (65%) of all issued and outstanding shares of all classes of voting Capital Stock of such Issuer or Partnership/LLC and one hundred percent (100%) of all issued and outstanding shares of all classes of non-voting Capital Stock of such Issuer or Partnership/LLC; provided, further that notwithstanding the foregoing, such pledge and grant of Security Interest hereunder shall not include any Excluded Capital Stock. Without limiting the generality of the foregoing, it is hereby specifically understood and agreed that a Pledgor may from time to time hereafter pledge and deliver additional shares of capital stock and/or partnership and membership interests to the Administrative Agent as collateral security for the Obligations. Upon such pledge and delivery to the Administrative Agent, such additional shares of capital stock and/or partnership and membership interests shall be deemed to be part of the Pledged Stock and/or Partnership/LLC Interests, as applicable, of such Pledgor and shall be subject to the terms of this Pledge Agreement whether or not Schedule I has been amended to refer to such additional shares as required by Section 7(i).. CHAR1\1756506v3 NAI-1514813940v3

Pledge and Grant of Security Interest. The Pledgors Pledgor hereby deliver pledges to the Administrative Agent, Trustee for its benefit and for the ratable benefit of the Administrative Agent Holders of the Notes, and the Secured Parties, all certificates representing the Pledged Stock and Partnership/LLC Interests and hereby grant grants to the Administrative Agent, Trustee for its benefit and for the ratable benefit of the Administrative Agent and Holders of the Secured PartiesNotes, a continuing first priority security interest in and to all of the Pledged StockPledgor's right, Partnership/LLC Interests title and all other Collateralinterest in, to and under the following (hereinafter collectively referred to as collateral security for the prompt and complete payment and performance when due ("COLLATERAL"), whether at the stated maturitycharacterized as investment property, by acceleration general intangibles or otherwise) of the Obligations; provided, that any Security Interest in any Collateral constituting Pledged Stock or Partnership/LLC Interests issued by any Issuer or Partnership/LLC that is : (a) an Excluded Domestic Subsidiary or the United States Treasury securities identified by CUSIP Number in Annex 1 to Exhibit A to this Pledge Agreement (the "PLEDGED SECURITIES"), (b) any and all applicable security entitlements to the Pledged Securities, (c) The Bank of New York custodial account in the name of "Econophone, Inc. Collateral Pledge Account", Administrative Account No. 103765 (the "PLEDGE ACCOUNT") established and maintained with the Custodian pursuant to this Pledge Agreement, (d) any and all related securities accounts in which security entitlements to the Pledged Securities are carried and (e) 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) - (d) of this Section 1). In the event the Exchange Offer is not organized under consummated and the laws 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) and deliver to the Custodian additional Pledged Securities in such amount as will be sufficient upon receipt of any political subdivision 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 first six scheduled interest payments due on the Notes (assuming the additional .5% per annum remains in effect for the entire period). The additional Pledged Securities shall be pledged by the Company to the Trustee for the benefit of the United States shall be limited to sixty-five percent (65%) of all issued and outstanding shares of all classes of voting Capital Stock of such Issuer or Partnership/LLC and one hundred percent (100%) of all issued and outstanding shares of all classes of non-voting Capital Stock of such Issuer or Partnership/LLC; provided, further that notwithstanding the foregoing, such pledge and grant of Security Interest hereunder shall not include any Excluded Capital Stock. Without limiting the generality Holders of the foregoing, it is hereby specifically understood and agreed that a Pledgor may from time to time hereafter pledge and deliver additional shares of capital stock and/or partnership and membership interests to the Administrative Agent as collateral security for the Obligations. Upon such pledge and delivery to the Administrative Agent, such additional shares of capital stock and/or partnership and membership interests shall be deemed to be part of the Pledged Stock and/or Partnership/LLC Interests, as applicable, of such Pledgor Notes and shall be subject to held in the terms of this Pledge Agreement whether or not Schedule I has been amended to refer to such additional shares as required by Section 7(i)Account.