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

Pledge and Grant of Security Interest. As security for the Secured Obligations, NAI hereby pledges and assigns to Agent (for the ratable benefit of BNPLC and the Participants) and grants to Agent (for the ratable benefit of BNPLC and the Participants) a continuing security interest and lien in and against all right, title and interest of NAI in and to the following property, whether now owned or hereafter acquired by NAI (collectively and severally, the "COLLATERAL"): (a) All Cash Collateral, all Accounts, the Transition Account and all Certificates of Deposit issued from time to time and general intangibles arising therefrom or relating thereto (however, "general intangibles" as used in this clause shall not include any general intangibles not related to Cash Collateral, Accounts, the Transition Account or Certificates of Deposit issued from time to time, and thus will not include, without limitation, any intellectual property of NAI); and all documents, instruments and agreements evidencing the same; and all extensions, renewals, modifications and replacements of the foregoing; and any interest or other amounts payable in connection therewith; and (b) All proceeds of the foregoing (including whatever is receivable or received when Collateral or proceeds is invested, sold, collected, exchanged, returned, substituted or otherwise disposed of, whether such disposition is voluntary or involuntary, including rights to payment and return premiums and insurance proceeds under insurance with respect to any Collateral, and all rights to payment with respect to any cause of action affecting or relating to the Collateral). The pledge, assignment and grant of a security interest made by NAI hereunder is for security of the Secured Obligations only; the parties to this Agreement do not intend that NAI's delivery of the Collateral to Agent as herein provided will constitute an advance payment of any Secured Obligations or liquidated damages, nor do the parties intend that the Collateral increase the dollar amount of the Secured Obligations.

Pledge and Grant of Security Interest. As security for the Secured Obligations, NAI LRC hereby pledges and assigns to Agent (for the ratable benefit of BNPLC and the Participants) BTMUCLF and grants to Agent (for the ratable benefit of BNPLC and the Participants) BTMUCLF a continuing security interest and lien in and against all right, title and interest of NAI LRC in and to the following property, whether now or hereafter existing, whether tangible or intangible, whether presently owned or vested in or hereafter acquired by NAI LRC and wherever the same may be located (collectively and severally, the "COLLATERAL"“Collateral”): (a) All all Cash Collateral, all Accounts, the Transition Account Collateral and all Certificates of Deposit issued Accounts; and all cash and other assets from time to time held in or on deposit in any Deposit Account and all general intangibles arising therefrom from or relating thereto (however, "general intangibles" as used in this clause shall not include to any general intangibles not related to Cash Collateral, Accounts, the Transition Deposit Account or Certificates of Deposit issued from time to time, and thus will not include, without limitation, any intellectual property of NAI)such cash or other assets; and all documents, instruments and agreements evidencing the same; and all extensions, renewals, modifications and replacements of the foregoing; and any interest or other amounts payable in connection therewith; and (b) All all proceeds of the foregoing (including whatever is receivable or received when Collateral or proceeds is invested, sold, collected, exchanged, returned, substituted or otherwise disposed of, whether such disposition is voluntary or involuntary, including rights to payment and return premiums and insurance proceeds under insurance with respect to any Collateral, and all rights to payment with respect to any cause of action affecting or relating to the Collateral). The pledge, assignment and grant of a security interest made by NAI LRC hereunder is for security of the Secured Obligations only; the parties to this Agreement do not intend that NAI's LRC’s delivery or deposit of any Collateral, including the Collateral to Agent Cash Collateral, as herein provided will constitute an advance payment of any Secured Obligations or liquidated damages, nor do the parties intend that the Collateral increase the dollar amount of the Secured Obligations.

Pledge and Grant of Security Interest. As security for the Secured Obligations, NAI LRC hereby pledges and assigns to Agent (for the ratable benefit of BNPLC and the Participants) BNPPLC and grants to Agent (for the ratable benefit of BNPLC and the Participants) BNPPLC a continuing security interest and lien in and against all right, title and interest of NAI LRC in and to the following property, whether now or hereafter existing, whether tangible or intangible, whether presently owned or vested in or hereafter acquired by NAI LRC and wherever the same may be located (collectively and severally, the "COLLATERAL"“Collateral”): (a) All all Cash Collateral, all Accounts, the Transition Account and all Certificates of Deposit issued Accounts; and all cash and other assets from time to time and general intangibles arising therefrom held in or relating thereto (however, "general intangibles" as used on deposit in this clause shall not include any general intangibles not related to Cash Collateral, Accounts, the Transition Account or Certificates of any Deposit issued Account and all general intangibles arising from time or relating to time, and thus will not include, without limitation, the Transition Account or any intellectual property of NAI)Deposit Account or such cash or other assets; and all documents, instruments and agreements evidencing the same; and all extensions, renewals, modifications and replacements of the foregoing; and any interest or other amounts payable in connection therewith; and (b) All all proceeds of the foregoing (including whatever is receivable or received when Collateral or proceeds is invested, sold, collected, exchanged, returned, substituted or otherwise disposed of, whether such disposition is voluntary or involuntary, including rights to payment and return premiums and insurance proceeds under insurance with respect to any Collateral, and all rights to payment with respect to any cause of action affecting or relating to the Collateral). The pledge, assignment and grant of a security interest made by NAI LRC hereunder is for security of the Secured Obligations only; the parties to this Agreement do not intend that NAI's LRC’s delivery or deposit of any Collateral, including the Collateral to Agent Cash Collateral, as herein provided will constitute an advance payment of any Secured Obligations or liquidated damages, nor do the parties intend that the Collateral increase the dollar amount of the Secured Obligations.

Pledge and Grant of Security Interest. As collateral security for the Secured prompt and complete payment and performance when due of all of the Obligations, NAI the Borrower hereby pledges and assigns to Agent (for the ratable benefit of BNPLC and the Participants) and grants to Agent (for the ratable benefit of BNPLC and the Participants) Secured Party, a continuing security interest in, and lien in and against Lien on, all of the Borrower's right, title and interest of NAI in and to all of the Pledged Assets related to the Loan Pool including (without limitation) the following property, whether now owned or hereafter acquired by NAI (collectively and severallycollectively, the "COLLATERAL"): (a) All Cash Collateralany and all Business Leases included in all Transaction Submission Packages submitted to the Secured Party pursuant to the Master Agreement and related to the Loan Pool and all of the Borrower's right, all Accountstitle and interest in, to and under any contracts, including any security agreements, or other documents executed by, or in favor of, the Transition Borrower in connection therewith; (b) any and all Refreshment Centers and Equipment related to any of the Business Leases related to the Lease Financing Loans in such Loan Pool; (c) the Collected Funds, the Custodial Account, the Loan Payment Account, the Loss Reserve Account, the Property Tax Reserve Account and all Certificates of Deposit issued from time to time and general intangibles arising therefrom any other bank or relating thereto (however, "general intangibles" as used in this clause shall not include any general intangibles not similar accounts related to Cash Collateralthe Loan Pool in the name, Accountsor held for the benefit of, the Transition Account Borrower or Certificates of Deposit issued from time to time, and thus will not include, without limitation, any intellectual property of NAI); the Secured Party and all documentsamounts on deposit therein; (d) the Licenses; (e) all additions, instruments accessions, replacements, substitutions and agreements evidencing the same; and all extensions, renewals, modifications and replacements improvements to any of the foregoing; and any interest or other amounts payable in connection therewith; and (bf) All proceeds any and all Proceeds of the foregoing (including whatever is receivable or received when Collateral or proceeds is invested, sold, collected, exchanged, returned, substituted or otherwise disposed of, whether such disposition is voluntary or involuntaryforegoing, including rights all insurance payments (whether or not the Secured Party is the loss payee thereof). Without limiting the generality of the foregoing, (x) this Agreement also secures the payment of all amounts which constitute part of the Obligations and would be owed by the Borrower to payment the Secured Party but for the fact they are unenforceable or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving the Borrower and return premiums and insurance proceeds under insurance (y) the Liens created hereby with respect to any Collateral, and all rights to payment the Licenses shall be pari passu with respect to any cause of action affecting or relating the Lien granted to the Collateral). The pledge, assignment and grant of a security interest made by NAI hereunder is for security of the Secured Obligations only; the parties to this Agreement do not intend that NAI's delivery of the Collateral to Agent as herein provided will constitute an advance payment of any Secured Obligations or liquidated damages, nor do the parties intend that the Collateral increase the dollar amount of the Secured ObligationsParty on such Licenses in connection with other Loan Pools.

Pledge and Grant of Security Interest. As security for the Secured Obligations, NAI (a) The Pledgor hereby pledges and assigns grants to Agent (the Trustee, for the ratable benefit of BNPLC and the Participants) and grants to Agent (for holders of the ratable benefit of BNPLC and the Participants) Notes, a continuing first priority security interest and lien in and against to (i) all of the Pledgor's right, title and interest in the Pledged Securities and the Pledge Account, (ii) all certificates or other evidence of NAI in ownership representing the Pledged Securities and to the following propertyPledge Account, whether now owned or hereafter acquired by NAI and (collectively iii) all products and severallyproceeds of any of the Pledged Securities, the "COLLATERAL"): (a) All Cash Collateralincluding, without limitation, all Accountsdividends, the Transition Account interest, principal payments, cash, options, warrants, rights, instruments, subscriptions and all Certificates of Deposit issued other property or proceeds from time to time and general intangibles arising therefrom received, receivable or relating thereto otherwise distributed or distributable in respect of or in exchange for any or all of the Pledged Securities (however, "general intangibles" as used in this clause shall not include any general intangibles not related to Cash Collateral, Accountscollectively, the Transition "Collateral"). (b) The Pledgor shall have no right to remove or withdraw from the Pledge Account any financial asset, cash or Certificates other property now or hereafter credited to the Pledge Account without the prior written consent of Deposit issued the Trustee, except as provided in Section 5(b) herein. If at any time the Collateral Agent shall receive any entitlement order from time to time, and thus will not includethe Trustee (including, without limitation, any intellectual property order directing the sale, transfer or redemption of NAIany financial asset relating to, or cash or other item credited to, the Pledge Account); , the Collateral Agent shall comply with such entitlement order, without further consent by the Pledgor or any other Person. (c) The Trustee appoints the Collateral Agent as its agent and all documentssecurities intermediary hereunder, instruments and agreements the Collateral Agent accepts such appointment and agrees to act as agent and securities intermediary for the Trustee with respect to the Pledged Securities, without cost or expense to the Trustee. The Collateral Agent will, no later than the Business Day immediately following the date hereof, completely and accurately identify on its books and records the Pledged Securities being held in the Pledge Account. In addition, the Collateral Agent will, upon the Trustee's written request given at any time to the Collateral Agent, either (a) deliver to the Trustee possession of duly issued certificates evidencing the same; and all extensions, renewals, modifications and replacements Pledged Securities registered in the name of the foregoing; and any interest Trustee or other amounts payable in connection therewith; and its nominee or designee, or (b) All proceeds transfer the Pledged Securities to an account at the Collateral Agent or to another financial intermediary designated by the Trustee in the name of the foregoing (including whatever is receivable Trustee. In the event that the Pledgor shall be entitled to receive or received when acquire any distribution, in any form whatsoever, including, without limitation, cash and non-cash dividends and interest, in respect of the Pledged Securities, the Collateral or proceeds is invested, sold, collected, exchanged, returned, substituted or otherwise disposed of, whether such disposition is voluntary or involuntary, including rights to payment Agent agrees that it shall hold the same as agent and return premiums and insurance proceeds under insurance with respect to any Collateral, and all rights to payment with respect to any cause of action affecting or relating securities intermediary for the Trustee subject to the Collateral). The pledge, assignment terms hereof and grant of a security interest made by NAI hereunder is for security the written instructions of the Secured Obligations only; the parties to this Agreement do not intend that NAI's delivery of the Collateral to Agent as herein provided will constitute an advance payment of any Secured Obligations or liquidated damages, nor do the parties intend that the Collateral increase the dollar amount of the Secured ObligationsTrustee.

Pledge and Grant of Security Interest. As security for the Secured Obligations, NAI The Issuer hereby pledges to the Escrow Agent for its benefit and assigns to Agent (for the ratable benefit of BNPLC the Holders of the Preferred Securities, and the Participants) and hereby grants to the Escrow Agent (for its benefit and for the ratable benefit of BNPLC and the Participants) Holders of the Preferred Securities, a continuing security interest and lien in and against to all of the Issuer's right, title and interest of NAI in in, to and to under the following property(hereinafter collectively referred to as the "Collateral"), whether now owned or hereafter acquired or arising, whether evidenced by NAI or characterized as investment property, general intangibles, documents, instruments, accounts, money or otherwise: (collectively and severallya) 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 "COLLATERALPledged Securities"): ), (ab) All Cash Collateralthe United States Treasury securities, all Accountsif any, the Transition Account to be purchased pursuant to Section 7(c) any and all Certificates of Deposit issued applicable security entitlements to the Pledged Securities, (d) all dividends, interest, cash, instruments and other property from time to time 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 general intangibles arising therefrom or relating thereto maintained by the Escrow Agent pursuant to this Escrow Agreement, (howeverf) all dividends, "general intangibles" as used in this clause shall not include interest, cash, investments and other property of any general intangibles not related to Cash Collateral, Accounts, the Transition Account or Certificates of Deposit issued kind from time to timetime deposited in, received, receivable or otherwise distributed or distributable in respect of or in exchange for the Escrow Account and any credit balance maintained therein, (g) any and all related securities accounts maintained with any securities intermediary in which security entitlements to the Pledged Securities or any related investment property are carried, and thus will not include(h) all proceeds in any form of any and all of the foregoing Collateral (including, without limitation, any intellectual proceeds that constitute property of NAI); and the types described in clauses (a) - (h) of this Section 1) and, to the extent not otherwise included, all documents, instruments and agreements evidencing cash. in such amount as will be sufficient upon receipt of scheduled interest and/or principal payments of all Pledged Securities thereafter held in the same; and all extensions, renewals, modifications and replacements Pledged Account to provide payment for the first thirteen cash dividends due on the Preferred Securities. The Additional Pledged Securities shall be pledged by the Issuer to the Escrow Agent for the benefit of the foregoing; Holders and any interest or other amounts payable shall be held by the Escrow Agent in connection therewith; and (b) All proceeds of the foregoing (including whatever is receivable or received when Collateral or proceeds is invested, sold, collected, exchanged, returned, substituted or otherwise disposed of, whether such disposition is voluntary or involuntary, including rights to payment and return premiums and insurance proceeds under insurance with respect to any Collateral, and all rights to payment with respect to any cause of action affecting or relating to the Collateral). The pledge, assignment and grant of a security interest made by NAI hereunder is for security of the Secured Obligations only; the parties to this Agreement do not intend that NAI's delivery of the Collateral to Agent as herein provided will constitute an advance payment of any Secured Obligations or liquidated damages, nor do the parties intend that the Collateral increase the dollar amount of the Secured ObligationsPledged Account.

Pledge and Grant of Security Interest. As security for the Secured Obligations, NAI The Pledgor hereby pledges to the Trustee for its benefit and assigns to Agent (for the ratable benefit of BNPLC the Holders of the Notes and, solely with respect to the Initial Purchasers’ Commission (but only to the extent payable hereunder and under the Participants) Purchase Agreement), the Initial Purchasers, and hereby grants to Agent (the Trustee for its benefit and for the ratable benefit of BNPLC the Holders of the Notes and the Participants) Initial Purchasers, as applicable, a continuing first-priority security interest and lien in and against to all of the Pledgor’ s right, title and interest of NAI in in, to and to under the following following, whether characterized as investment property, whether now owned certificated securities, uncertificated securities, general intangibles or hereafter acquired by NAI (collectively and severally, the "COLLATERAL"): otherwise: (a) All Cash Collateralthe Collateral Account, all Accounts, the Transition Account funds held therein and all Certificates of Deposit issued certificates and instruments, if any, from time to time representing or evidencing the Collateral Account, (b) all Collateral Investments (as hereinafter defined) and general intangibles arising therefrom all certificates and instruments, if any, representing or relating thereto evidencing the Collateral Investments, and any and all security entitlements to the Collateral Investments, and any and all related securities accounts in which security entitlements to the Collateral Investments are carried, (howeverc) all cash, "general intangibles" as used in this clause shall not include any general intangibles not related to Cash Collateralnotes, Accountsdeposit accounts, the Transition Account or Certificates of Deposit issued checks and other instruments, if any, from time to timetime hereafter delivered to or otherwise possessed by the Escrow Agent, as Escrow Agent only and not in any other capacity, for or on behalf of the Pledgor in substitution for or in addition to any or all the then existing Collateral (as hereinafter defined), and thus will not include(d) all proceeds of and other distributions on or with respect to any and all of the foregoing Collateral (including, without limitation, any intellectual all dividends, interest, principal payments, cash, options, warrants, rights, investments, subscriptions and other property or proceeds, including proceeds that constitute property of NAI); and all documents, instruments and agreements evidencing the same; and all extensions, renewals, modifications and replacements types described in clauses (a) through (c) of this Section 1.4) (clauses (a) through (d) being hereinafter collectively referred to as the foregoing; and any interest or other amounts payable in connection therewith; and (b) All proceeds of the foregoing (including whatever is receivable or received when Collateral or proceeds is invested, sold, collected, exchanged, returned, substituted or otherwise disposed of, whether such disposition is voluntary or involuntary, including rights to payment and return premiums and insurance proceeds under insurance with respect to any “Collateral, and all rights to payment with respect to any cause of action affecting or relating to the Collateral”). The pledgeEscrow Agent (in its capacity as a securities intermediary) hereby agrees that it will comply with entitlement orders originated by the Trustee (in its capacity as a secured party/purchaser) without further consent by the Pledgor (in its capacity as a debtor/entitlement holder), assignment it being acknowledged and grant agreed that so long as no Event of a security interest made Default exists, the Escrow Agent shall honor entitlement orders issued by NAI hereunder is for security of the Secured Obligations only; the parties to this Agreement do not intend that NAI's delivery of the Collateral to Agent as herein provided will constitute an advance payment of any Secured Obligations Pledgor in accordance with Sections 5 or liquidated damages, nor do the parties intend that the Collateral increase the dollar amount of the Secured Obligations7 hereof.

Pledge and Grant of Security Interest. As collateral security for to secure the Secured full and prompt payment when due (whether at stated maturity, by acceleration or otherwise) of the Obligations, NAI each Assignor hereby pledges and assigns to Agent (the Account Agent, for the ratable benefit of BNPLC and the Participants) and grants to Agent (for the ratable benefit of BNPLC and the Participants) Holders, a continuing possessory Lien and security interest and lien in and against all of the right, title and interest of NAI such Assignor in and to the following propertySubordinated Notes Proceeds Account, whether now owned or hereafter acquired by NAI (collectively and severallyin all funds deposited therein, the "COLLATERAL"): (a) All Cash Collateral, in all Accounts, the Transition Account and all Certificates of Deposit issued investments from time to time and general intangibles arising therefrom or relating thereto (however, "general intangibles" as used in this clause shall not include any general intangibles not related to Cash Collateral, Accounts, the Transition Account or Certificates of Deposit issued from time to timetherein, and thus will not include, without limitation, in all cash and non-cash proceeds of any intellectual property of NAI); and all documents, instruments and agreements evidencing the same; and all extensions, renewals, modifications and replacements of the foregoing; and any interest or other amounts payable in connection therewith; and (b) All proceeds of the foregoing (including whatever is receivable collectively, the "Collateral"), from the date of 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 received when premium on the Subordinated Notes, (ii) all other obligations and indebtedness of each Assignor to the Holders now existing or 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 proceeds is investedto preserve its security interest in the Collateral, sold(iv) in the event of any proceeding for the collection or enforcement of any indebtedness, collectedobligations or liabilities of any Assignor referred to in clauses (i), exchanged(ii) or (iii) above, returnedafter an Event of Default (as defined in the Indenture) shall have occurred and be continuing, substituted the reasonable expenses of retaking, holding, preparing for sale or lease, selling or otherwise disposed of, whether such disposition is voluntary disposing of or involuntary, including rights to payment and return premiums and insurance proceeds under insurance with respect to any realizing on the Collateral, and all rights to payment with respect to any cause of action affecting or relating to the Collateral). The pledge, assignment and grant of a security interest made by NAI hereunder is for security of the Secured Obligations only; the parties to this Agreement do not intend that NAI's delivery of the Collateral to Agent as herein provided will constitute an advance payment of any Secured Obligations or liquidated damagesexercise by the Account Agent of its rights hereunder, nor do 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 the parties intend that the Collateral increase the dollar amount of the Secured Obligationsright to reimbursement under Section 9 hereof.

Pledge and Grant of Security Interest. As security for The Pledgors hereby deliver to the Secured ObligationsAdministrative Agent, NAI hereby pledges and assigns to Agent (for the ratable benefit of BNPLC the Administrative Agent and the Participants) Secured Parties, all certificates representing the Pledged Stock and grants Partnership/LLC Interests and hereby grant to Agent (the Administrative Agent, for the ratable benefit of BNPLC the Administrative Agent and the Participants) Secured Parties, a continuing security interest in the Pledged Stock, Partnership/LLC Interests and lien 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 and against all right, title and interest of NAI in and to the following property, whether now owned any Collateral constituting Pledged Stock or hereafter acquired Partnership/LLC Interests issued by NAI (collectively and severally, the "COLLATERAL"): any Issuer or Partnership/LLC that is (a) All Cash Collateralan 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, all Accountsfurther that notwithstanding the foregoing, such pledge and grant of Security Interest hereunder shall not include any Capital Stock of any Foreign Subsidiary that is not a First Tier Foreign Subsidiary. Without limiting the Transition Account generality of the foregoing, it is hereby specifically understood and all Certificates of Deposit issued agreed that a Pledgor may from time to time hereafter pledge and general intangibles arising therefrom or relating thereto (howeverdeliver 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, "general intangibles" as used in this clause such additional shares of capital stock and/or partnership and membership interests shall not include any general intangibles not related be deemed to Cash Collateral, Accounts, the Transition Account or Certificates of Deposit issued from time to time, and thus will not include, without limitation, any intellectual property of NAI); and all documents, instruments and agreements evidencing the same; and all extensions, renewals, modifications and replacements be part of the foregoing; Pledged Stock and/or Partnership/LLC Interests, as applicable, of such Pledgor and any interest or other amounts payable in connection therewith; and (b) All proceeds of the foregoing (including whatever is receivable or received when Collateral or proceeds is invested, sold, collected, exchanged, returned, substituted or otherwise disposed of, whether such disposition is voluntary or involuntary, including rights to payment and return premiums and insurance proceeds under insurance with respect to any Collateral, and all rights to payment with respect to any cause of action affecting or relating shall be subject to the Collateralterms 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 pledge, assignment and grant of a security interest made by NAI hereunder is for security of the Secured Obligations only; the parties to this Agreement do not intend that NAI's delivery of the Collateral to Agent as herein provided will constitute an advance payment of any Secured Obligations or liquidated damages, nor do the parties intend that the Collateral increase the dollar amount of the Secured Obligations.

Pledge and Grant of Security Interest. As security for the Secured Obligations, NAI LRC hereby pledges and assigns to Agent (for the ratable benefit of BNPLC and the Participants) BNPPLC and grants to Agent (for the ratable benefit of BNPLC and the Participants) BNPPLC a continuing security interest and lien in and against all right, title and interest of NAI LRC in and to the following property, whether now or hereafter existing, whether tangible or intangible, whether presently owned or vested in or hereafter acquired by NAI LRC and wherever the same may be located (collectively and severally, the "COLLATERAL"“Collateral”): (a) All all Pre-lease Collateral; and (b) all Cash Collateral, all Accounts, the Transition Account and all Certificates of Deposit issued Accounts; and all cash and other assets from time to time and general intangibles arising therefrom held in or relating thereto (however, "general intangibles" as used on deposit in this clause shall not include any general intangibles not related to Cash Collateral, Accounts, the Transition Account or Certificates of any Deposit issued Account and all general intangibles arising from time or relating to time, and thus will not include, without limitation, the Transition Account or any intellectual property of NAI)Deposit Account or such cash or other assets; and all documents, instruments and agreements evidencing the same; and all extensions, renewals, modifications and replacements of the foregoing; and any interest or other amounts payable in connection therewith; and (bc) All all proceeds of the foregoing (including whatever is receivable or received when Collateral or proceeds is invested, sold, collected, exchanged, returned, substituted or otherwise disposed of, whether such disposition is voluntary or involuntary, including rights to payment and return premiums and insurance proceeds under insurance with respect to any Collateral, and all rights to payment with respect to any cause of action affecting or relating to the Collateral). The pledge, assignment and grant of a security interest made by NAI LRC hereunder is for security of the Secured Obligations only; the parties to this Agreement do not intend that NAI's LRC’s delivery or deposit of any Collateral, including the Collateral to Agent Cash Collateral, as herein provided will constitute an advance payment of any Secured Obligations or liquidated damages, nor do the parties intend that the Collateral increase the dollar amount of the Secured Obligations.

Pledge and Grant of Security Interest. As security for the ------------------------------------- Secured Obligations, NAI Extreme hereby pledges and assigns to Agent (for the ratable benefit of BNPLC and the Participants) and grants to Agent (for the ratable benefit of BNPLC and the Participants) a continuing security interest and lien in and against all right, title and interest of NAI Extreme in and to the following property, whether now owned or hereafter acquired by NAI Extreme (collectively and severally, the "COLLATERALCollateral"): (a) All Cash Collateral, all Accounts, the Transition Account and all Certificates of Deposit issued from time to time and general intangibles arising therefrom or relating thereto (however, "general intangibles" as used in this clause shall not include any general intangibles not related to Cash Collateral, Accounts, the Transition Account or Certificates of Deposit issued from time to time, and thus will not include, without limitation, any intellectual property of NAIExtreme); and all documents, instruments and agreements evidencing the same; and all extensions, renewals, modifications and replacements of the foregoing; and any interest or other amounts payable in connection therewith; and (b) All proceeds of the foregoing (including whatever is receivable or received when Collateral or proceeds is invested, sold, collected, exchanged, returned, substituted or otherwise disposed of, whether such disposition is voluntary or involuntary, including rights to payment and return premiums and insurance proceeds under insurance with respect to any Collateral, and all rights to payment with respect to any cause of action affecting or relating to the Collateral). The pledge, assignment and grant of a security interest made by NAI Extreme hereunder is for security of the Secured Obligations only; the parties to this Agreement do not intend that NAIExtreme's delivery of the Collateral to Agent as herein provided will constitute an advance payment of any Secured Obligations or liquidated damages, nor do the parties intend that the Collateral increase the dollar amount of the Secured Obligations.

Pledge and Grant of Security Interest. As collateral security for to secure the Secured Obligationsfull and prompt payment when due (whether at stated maturity, NAI by acceleration or otherwise) of the Obligations (and subject to Section 3.02 below), each Assignor hereby pledges and assigns to Agent (the Account Agent, for the ratable benefit of BNPLC and the Participants) and grants to Agent (for the ratable benefit of BNPLC and the Participants) Lenders, a continuing possessory Lien and security interest and lien in and against all of the right, title and interest of NAI such Assignor in and to the following propertyPartnership Funds Account, whether now owned or hereafter acquired by NAI (collectively and severallyin all funds deposited therein, the "COLLATERAL"): (a) All Cash Collateral, in all Accounts, the Transition Account and all Certificates of Deposit issued investments from time to time and general intangibles arising therefrom or relating thereto (however, "general intangibles" as used in this clause shall not include any general intangibles not related to Cash Collateral, Accounts, the Transition Account or Certificates of Deposit issued from time to timetherein, and thus will not include, without limitation, in all cash and non-cash proceeds of any intellectual property of NAI); and all documents, instruments and agreements evidencing the same; and all extensions, renewals, modifications and replacements of the foregoing; and any interest or other amounts payable in connection therewith; and (b) All proceeds of the foregoing (including whatever is receivable 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 principal of, interest on and premium on (x) the Loans made under the Credit Agreement and (y) the Subordinated Notes, (ii) all other obligations and indebtedness of each Assignor to the Lenders and Holders now existing or received when 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 Account Agent in order to preserve the Collateral or proceeds is investedto preserve its security interest in the Collateral, sold(iv) in the event of any proceeding for the collection or enforcement of any indebtedness, collectedobligations or liabilities of any Assignor referred to in clauses (i), exchanged(ii) or (iii) above, returnedafter an Event of Default shall have occurred and be continuing, substituted the reasonable expenses of retaking, holding, preparing for sale or lease, selling or otherwise disposed of, whether such disposition is voluntary disposing of or involuntary, including rights to payment and return premiums and insurance proceeds under insurance with respect to any realizing on the Collateral, and all rights to payment with respect to any cause of action affecting or relating to the Collateral). The pledge, assignment and grant of a security interest made by NAI hereunder is for security of the Secured Obligations only; the parties to this Agreement do not intend that NAI's delivery of the Collateral to Agent as herein provided will constitute an advance payment of any Secured Obligations or liquidated damagesexercise by the Account Agent of its rights hereunder, nor do 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 the parties intend that the Collateral increase the dollar amount of the Secured Obligationsright to reimbursement under Section 9 hereof.

Pledge and Grant of Security Interest. As collateral security for to secure the Secured full and prompt payment when due (whether at stated maturity, by acceleration or otherwise) of the Obligations, NAI each Borrower hereby pledges and assigns to Agent (the Disbursement Agent, for the ratable benefit of BNPLC and the Participants) and grants to Agent (for the ratable benefit of BNPLC and the Participants) Lenders, a continuing possessory Lien and security interest and lien in and against all of the right, title and interest of NAI such Borrower in and to the following propertyDisbursement Account, whether now owned or hereafter acquired by NAI (collectively and severallyin all funds deposited therein, the "COLLATERAL"): (a) All Cash Collateral, in all Accounts, the Transition Account and all Certificates of Deposit issued investments from time to time and general intangibles arising therefrom or relating thereto (however, "general intangibles" as used in this clause shall not include any general intangibles not related to Cash Collateral, Accounts, the Transition Account or Certificates of Deposit issued from time to timetherein, and thus will not include, without limitation, in all cash and non-cash proceeds of any intellectual property of NAI); and all documents, instruments and agreements evidencing the same; and all extensions, renewals, modifications and replacements of the foregoing; and any interest or other amounts payable in connection therewith; and (b) All proceeds of the foregoing (including whatever is receivable 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 principal of and interest on the Loans made under the Credit Agreement, (ii) all other obligations and indebtedness of each Borrower to the Lenders now existing or received when 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 Disbursement Agent in order to preserve the Collateral or proceeds is investedto preserve its security interest in the Collateral, sold(iv) in the event of any proceeding for the collection or enforcement of any indebtedness, collectedobligations or liabilities of any Borrower referred to in clauses (i), exchanged(ii) or (iii) above, returnedafter an Event of Default shall have occurred and be continuing, substituted the reasonable expenses of retaking, holding, preparing for sale or lease, selling or otherwise disposed of, whether such disposition is voluntary disposing of or involuntary, including rights to payment and return premiums and insurance proceeds under insurance with respect to any realizing on the Collateral, and all rights to payment with respect to any cause of action affecting or relating to the Collateral). The pledge, assignment and grant of a security interest made by NAI hereunder is for security of the Secured Obligations only; the parties to this Agreement do not intend that NAI's delivery of the Collateral to Agent as herein provided will constitute an advance payment of any Secured Obligations or liquidated damagesexercise by the Disbursement Agent of its rights hereunder, nor do 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 the parties intend that the Collateral increase the dollar amount of the Secured Obligationsright to reimbursement under Section 10 hereof.

Pledge and Grant of Security Interest. As security for the Secured Obligations, NAI The Issuer hereby pledges to the Trustee for its benefit and assigns to Agent (for the ratable benefit of BNPLC and the Participants) Holders of the Notes, and grants to Agent (the Trustee for its benefit and for the ratable benefit of BNPLC and the Participants) Holders of the Notes, a continuing first priority security interest and lien in and against to all of the Issuer's right, title and interest of NAI in in, to and to under the following (hereinafter collectively referred to as the "Collateral"), whether characterized as investment property, whether now owned general intangibles or hereafter acquired by NAI (collectively and severally, the "COLLATERAL"): otherwise: (a) All Cash Collateralthe United States Treasury securities identified in Annex 1 to Exhibit A to this Escrow Agreement (the "Pledged Securities"), (b) any and all applicable security entitlements with respect to the Pledged Securities, (c) 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 (the "Escrow Account") established and maintained by the Trustee pursuant to this Escrow Agreement, (d) any and all related securities accounts in which security entitlements with respect to the Pledged Securities are held, and (e) all proceeds of any and all of the foregoing Collateral (including, without limitation, proceeds that constitute property of the types described in clauses (a) - (d) of this Section 1) and, to the extent not otherwise included, all Accounts, the Transition Account and all Certificates of Deposit issued cash. The Issuer in its discretion may from time to time and general intangibles arising therefrom or relating thereto (however, "general intangibles" as used in this clause shall not include writing delivered to the Trustee direct the Trustee to sell any general intangibles not related to Cash Collateral, Accounts, the Transition Account or Certificates Pledged Securities. Upon receipt of Deposit issued from time to time, and thus will not include, without limitation, any intellectual property of NAI); and all documents, instruments and agreements evidencing the same; and all extensions, renewals, modifications and replacements of the foregoing; and any interest or other amounts payable in connection therewith; and (b) All net proceeds of the foregoing (including whatever is receivable or received when Collateral or proceeds is invested, sold, collected, exchanged, returned, substituted or otherwise disposed of, whether such disposition is voluntary or involuntary, including rights to payment and return premiums and insurance proceeds under insurance with respect to any Collateralsale of the Pledged Securities, and all rights the Issuer shall be entitled to payment with respect to re-invest such net proceeds in any cause of action affecting or relating other U.S. Government Obligations subject to the Collateral). The pledge, assignment provisions hereof; provided that the Trustee and grant of Holders shall receive a continuing perfected first priority security interest made by NAI hereunder is for security of therein until the Secured Obligations only; the parties to this Agreement do not intend that NAI's delivery of the Collateral to Agent as herein provided will constitute an advance payment release of any Secured Obligations of such Collateral or liquidated damages, nor do the parties intend that the Collateral increase the dollar amount of the Secured Obligationsany portion thereof from time to time pursuant to Section 4 hereof.

Pledge and Grant of Security Interest. As security for the Secured Obligations, NAI Informix hereby pledges and assigns to Agent (for the ratable benefit of BNPLC and the Participants) and grants to Agent (for the ratable benefit of BNPLC and the Participants) a continuing security interest and lien in and against all right, title and interest of NAI Informix in and to the following property, whether now owned or hereafter acquired by NAI Informix (collectively and severally, the "COLLATERALCollateral"): (a) All Cash Collateral, all Accounts, the Transition Account and all Certificates of Deposit issued from time to time and general intangibles arising therefrom or relating thereto (provided, however, "in no event shall such general intangibles" as used in this clause shall not intangibles be deemed to include any general intangibles not related to Cash Collateralthe foregoing, Accounts, the Transition Account or Certificates of Deposit issued from time to time, and thus will not includeincluding, without limitation, any intellectual property of NAIInformix); and all documents, instruments and agreements evidencing the same; and all extensions, renewals, modifications and replacements of the foregoing; and any interest or other amounts payable in connection therewith; and (b) All proceeds of the foregoing (including whatever is receivable or received when Collateral or proceeds is invested, sold, collected, exchanged, returned, substituted or otherwise disposed of, whether such disposition is voluntary or involuntary, including rights to payment and return premiums and insurance proceeds under insurance with respect to any Collateral, and all rights to payment with respect to any cause of action affecting or relating to the Collateral). The pledge, assignment and grant of a security interest made by NAI Informix hereunder is for security of the Secured Obligations only; the parties to this Agreement do not intend that NAIInformix's delivery of the Collateral to Agent as herein provided will constitute an advance payment of any Secured Obligations or liquidated damages, nor do the parties intend that the Collateral increase the dollar amount of the Secured Obligations.

Pledge and Grant of Security Interest. As security for the Secured Obligations, NAI The Pledgor hereby pledges to the Trustee for its benefit and assigns to Agent (for the ratable benefit of BNPLC the Holders of the Notes, and the Participants) and hereby grants to Agent (the Trustee for its benefit and for the ratable benefit of BNPLC and the Participants) Holders of the Notes, a continuing security interest and lien in and against all right, title and interest of NAI in and to all of the following propertyfollowing, whether now owned or hereafter acquired by NAI the Pledgor, wherever located and whether now or hereafter existing (hereinafter collectively and severally, referred to as the "COLLATERALCollateral"):), whether characterized as investment property, general intangibles or otherwise: (a) All Cash Collateral, all Accounts, the Transition Account Pledged Security Entitlements and all Certificates of Deposit issued dividends, interest, cash, instruments and other property from time to time received, receivable or otherwise distributed or distributable in respect of or in exchange for any or all of such Pledged Security Entitlements; (b) the Pledged Account, all securities, security entitlements and general intangibles arising therefrom or relating thereto (however, "general intangibles" as used in this clause shall not include any general intangibles not related to Cash Collateral, Accounts, the Transition Account or Certificates of Deposit issued other financial assets from time to timetime carried in the Pledged Account, any and all securities accounts in which the Pledged Security Entitlements are carried, and thus will not includeall dividends, interest, cash, instruments and other property from time to time received, receivable or otherwise distributed or distributable in respect of or in exchange for any or all of such securities, security entitlements or other financial assets; (c) all securities, securities entitlements and other financial assets acquired by the Pledgor pursuant to Article Ten of the Indenture; and (d) all proceeds of any and all of the foregoing Collateral (including, without limitation, any intellectual proceeds that constitute property of NAIthe types described in clauses (a); and all documents, instruments and agreements evidencing the same; and all extensions, renewals, modifications and replacements of the foregoing; and any interest or other amounts payable in connection therewith; and (b) All proceeds and (c) of the foregoing (including whatever is receivable or received when Collateral or proceeds is investedthis Section 1) and, sold, collected, exchanged, returned, substituted or otherwise disposed of, whether such disposition is voluntary or involuntary, including rights to payment and return premiums and insurance proceeds under insurance with respect to any Collateral, and all rights to payment with respect to any cause of action affecting or relating to the Collateral). The pledgeextent not otherwise included, assignment and grant of a security interest made by NAI hereunder is for security of the Secured Obligations only; the parties to this Agreement do not intend that NAI's delivery of the Collateral to Agent as herein provided will constitute an advance payment of any Secured Obligations or liquidated damages, nor do the parties intend that the Collateral increase the dollar amount of the Secured Obligationsall cash.

Pledge and Grant of Security Interest. As collateral security for to secure the Secured full and prompt payment when due (whether at stated maturity, by acceleration or otherwise) of the Obligations, NAI each Assignor hereby pledges and assigns to Agent (the Account Agent, for the ratable benefit of BNPLC and the Participants) and grants to Agent (for the ratable benefit of BNPLC and the Participants) Lenders, a continuing possessory Lien and security interest and lien in and against all of the right, title and interest of NAI such Assignor in and to the following propertyMortgage Notes Proceeds Account, whether now owned or hereafter acquired by NAI (collectively and severallyin all funds deposited therein, the "COLLATERAL"): (a) All Cash Collateral, in all Accounts, the Transition Account and all Certificates of Deposit issued investments from time to time and general intangibles arising therefrom or relating thereto (however, "general intangibles" as used in this clause shall not include any general intangibles not related to Cash Collateral, Accounts, the Transition Account or Certificates of Deposit issued from time to timetherein, and thus will not include, without limitation, in all cash and non-cash proceeds of any intellectual property of NAI); and all documents, instruments and agreements evidencing the same; and all extensions, renewals, modifications and replacements of the foregoing; and any interest or other amounts payable in connection therewith; and (b) All proceeds of the foregoing (including whatever is receivable 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 principal of and interest on Loans made under the Credit Agreement, (ii) all other obligations and indebtedness of each Assignor to the Lenders now existing or received when 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 Account Agent in order to preserve the Collateral or proceeds is investedto preserve its security interest in the Collateral, sold(iv) in the event of any proceeding for the collection or enforcement of any indebtedness, collectedobligations or liabilities of any Assignor referred to in clauses (i), exchanged(ii) or (iii) above, returnedafter an Event of Default shall have occurred and be continuing, substituted the reasonable expenses of retaking, holding, preparing for sale or lease, selling or otherwise disposed of, whether such disposition is voluntary disposing of or involuntary, including rights to payment and return premiums and insurance proceeds under insurance with respect to any realizing on the Collateral, and all rights to payment with respect to any cause of action affecting or relating to the Collateral). The pledge, assignment and grant of a security interest made by NAI hereunder is for security of the Secured Obligations only; the parties to this Agreement do not intend that NAI's delivery of the Collateral to Agent as herein provided will constitute an advance payment of any Secured Obligations or liquidated damagesexercise by the Account Agent of its rights hereunder, nor do 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 the parties intend that the Collateral increase the dollar amount of the Secured Obligationsright to reimbursement under Section 9 hereof.

Pledge and Grant of Security Interest. As security for the Secured prompt and complete payment and performance when due (whether at the stated maturity, by acceleration or otherwise) of the Obligations, NAI the Pledgor hereby assigns and pledges to the Collateral Agent for the benefit of the Trustee and assigns 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 BNPLC the Holders, a lien on and the Participants) and grants to Agent (for the ratable benefit of BNPLC and the Participants) a continuing security interest and lien in and against all of the Pledgor's right, title and interest of NAI in in, to and to under the following property: (a) the U.S. Government Obligations identified by CUSIP No. in Schedule I to this Pledge Agreement (the "Initial Pledged Securities"); (b) the U.S. Government Obligations identified by CUSIP No. in Schedule II to this Pledge Agreement (the "Additional Pledged Securities" and, whether now owned or hereafter acquired by NAI (collectively and severallytogether with the Initial Pledged Securities, the "COLLATERALPledged Securities"): ); (ac) All Cash Collateralthe security entitlements relating thereto; (d) the Collateral Account, all Accounts, the Transition Account financial assets and all Certificates of Deposit issued security entitlements from time to time carried in the Collateral Account and general intangibles arising therefrom or relating thereto all funds held therein; (however, "general intangibles" as used in this clause shall not include any general intangibles not related to e) all Cash Collateral, Accounts, the Transition Account or Certificates of Deposit issued Equivalents from time to timetime credited to the Collateral Account or otherwise held in the name of the Collateral Agent, and thus will not includeall security entitlements to the Cash Equivalents and any money market deposit accounts or money market securities accounts relating to or constituting any Cash Equivalent credited to the Collateral Account or otherwise held in the name of the Collateral Agent; (f) 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; (h) 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 (i) all proceeds of any and all of the foregoing Collateral (including, without limitation, any intellectual proceeds that constitute property of NAI); and the types described in clauses (a) through (h) of this Section 1.3 and, to the extent not otherwise included, all documents(i) payments under insurance (whether or not the Trustee is the loss payee thereof) or any indemnity, instruments and agreements evidencing the same; and all extensions, renewals, modifications and replacements warranty or guaranty payable by reason of the foregoing; and any interest loss or other amounts payable in connection therewith; and (b) All proceeds of the foregoing (including whatever is receivable or received when Collateral or proceeds is invested, sold, collected, exchanged, returned, substituted damage to or otherwise disposed of, whether such disposition is voluntary or involuntary, including rights to payment and return premiums and insurance proceeds under insurance with respect to any Collateral, of the foregoing Collateral and (ii) cash proceeds of any and all rights of the foregoing Collateral) (such property described in clauses (a) through (i) 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 with respect to any cause of action affecting or relating all amounts that constitute part of the Obligations and would be owed by the Pledgor to the Collateral). The pledgeTrustee under the Notes, assignment the Indenture, this Pledge Agreement and grant any other transaction documents related thereto but for the fact that they are unenforceable or not allowable due to the existence of a security interest made by NAI hereunder is for security of bankruptcy, reorganization or similar proceeding involving the Secured Obligations only; the parties to this Agreement do not intend that NAI's delivery of the Collateral to Agent as herein provided will constitute an advance payment of any Secured Obligations or liquidated damages, nor do the parties intend that the Collateral increase the dollar amount of the Secured ObligationsPledgor.

Pledge and Grant of Security Interest. As security for the Secured Obligations, NAI The Pledgor hereby pledges and assigns to the Collateral Agent (for the ratable benefit of BNPLC and the ParticipantsSecured Parties) and hereby grants to the Collateral Agent (for the ratable benefit of BNPLC and the ParticipantsSecured Parties) a continuing first priority security interest and lien in and against to all of the Pledgor’s right, title and interest of NAI in in, to and to under the following (hereinafter collectively referred to as the “Collateral”), whether characterized as investment property, whether now owned certificated securities, uncertificated securities, general intangibles or hereafter acquired by NAI (collectively and severally, the "COLLATERAL"): otherwise: (a) All Cash Collateralthe Escrow Account, all Accounts, the Transition Account funds held therein and all Certificates of Deposit issued certificates and instruments, if any, from time to time representing or evidencing the Escrow Account, (b) all Collateral Investments and general intangibles arising therefrom all certificates and instruments, if any, representing or relating thereto evidencing the Collateral Investments, and any and all security entitlements to the Collateral Investments, and any and all related securities accounts in which security entitlements to the Collateral Investments are carried, (howeverc) all cash, "general intangibles" as used in this clause shall not include any general intangibles not related to Cash Collateralnotes, Accountsdeposit accounts, the Transition Account or Certificates of Deposit issued checks and other instruments, if any, from time to timetime hereafter delivered to or otherwise possessed by the Escrow Agent for or on behalf of the Pledgor in substitution for or in addition to any or all the then existing Collateral, and thus will not include(d) all proceeds of and other distributions on or with respect to any and all of the foregoing Collateral (including, without limitation, any intellectual all dividends, interest, principal payments, cash, options, warrants, rights, investments, subscriptions and other property or proceeds, including proceeds that constitute property of NAIthe types described in clauses (a) through (c) of this Section 3.1); and all documents, instruments and agreements evidencing the same; and all extensions, renewals, modifications and replacements of the foregoing; and . Notwithstanding any interest or other amounts payable in connection therewith; and (b) All proceeds of the foregoing (including whatever is receivable or received when Collateral or proceeds is invested, sold, collected, exchanged, returned, substituted or otherwise disposed of, whether such disposition is voluntary or involuntary, including rights to payment and return premiums and insurance proceeds under insurance with respect to any Collateral, and all rights to payment with respect to any cause of action affecting or relating provision to the Collateral). The pledgecontrary herein, assignment and grant of the Escrow Agent (in its capacity as a security interest made securities intermediary) hereby agrees that it will comply with written entitlement orders originated by NAI hereunder is for security of the Secured Obligations only; the parties to this Agreement do not intend that NAI's delivery of the Collateral to Agent (in its capacity as herein provided will constitute an advance payment a secured party/purchaser) without further consent by the Pledgor (in its capacity as a debtor/entitlement holder), it being acknowledged and agreed that so long as no Event of any Secured Obligations Default exists, the Escrow Agent shall honor entitlement orders issued by the Pledgor in accordance with Sections 4 or liquidated damages, nor do the parties intend that the Collateral increase the dollar amount of the Secured Obligations5 hereof.

Pledge and Grant of Security Interest. As security for the Secured Obligations, NAI hereby pledges and assigns to Agent (for the ratable benefit of BNPLC and the Participants) and grants to Agent (for the ratable benefit of BNPLC and the Participants) a continuing security interest and lien in and against all right, title and 11 interest of NAI in and to the following property, whether now owned or hereafter acquired by NAI (collectively and severally, the "COLLATERAL"): (a) All Cash Collateral, all Accounts, the Transition Account and all Certificates of Deposit issued from time to time and general intangibles arising therefrom or relating thereto (however, "general intangibles" as used in this clause shall not include any general intangibles not related to Cash Collateral, Accounts, the Transition Account or Certificates of Deposit issued from time to time, and thus will not include, without limitation, any intellectual property of NAI); and all documents, instruments and agreements evidencing the same; and all extensions, renewals, modifications and replacements of the foregoing; and any interest or other amounts payable in connection therewith; and (b) All proceeds of the foregoing (including whatever is receivable or received when Collateral or proceeds is invested, sold, collected, exchanged, returned, substituted or otherwise disposed of, whether such disposition is voluntary or involuntary, including rights to payment and return premiums and insurance proceeds under insurance with respect to any Collateral, and all rights to payment with respect to any cause of action affecting or relating to the Collateral). The pledge, assignment and grant of a security interest made by NAI hereunder is for security of the Secured Obligations only; the parties to this Agreement do not intend that NAI's delivery of the Collateral to Agent as herein provided will constitute an advance payment of any Secured Obligations or liquidated damages, nor do the parties intend that the Collateral increase the dollar amount of the Secured Obligations.

Pledge and Grant of Security Interest. As security for the Secured prompt and complete payment and performance when due (whether at the stated maturity, by acceleration or otherwise) of the Obligations, NAI the Pledgor hereby assigns and pledges to the Collateral Agent for the benefit of the Trustee and assigns 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 BNPLC the Holders, a lien on and the Participants) and grants to Agent (for the ratable benefit of BNPLC and the Participants) a continuing first priority perfected security interest and lien in and against all of the Pledgor's right, title and interest of NAI in in, to and to under the following property, whether now owned or hereafter acquired by NAI (collectively and severally, the "COLLATERAL"): : (a) All Cash Collateralthe U.S. Government Obligations identified by CUSIP No. in Part I of Schedule I to this Pledge Agreement (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 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 Accountssecurity entitlements from time to time carried in the Collateral Account, the Transition Account all funds held therein and all Certificates of Deposit issued certificates and instruments, if any, from time to time representing or evidencing the Collateral Account, (d) all Collateral Investments (as hereinafter defined) from time to time and general intangibles arising therefrom all certificates and instruments, if any, representing or relating thereto 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 is carried, (howevere) all notes, "general intangibles" as used in this clause shall not include any general intangibles not related to Cash Collateralcertificates of deposit, Accountsdeposit accounts, the Transition Account or Certificates of Deposit issued checks and other instruments, if any, from time to timetime 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, (f) all interest, dividends, cash, instruments and thus will not includeother 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 (g) all proceeds of any and all of the foregoing Collateral (including, without limitation, any intellectual proceeds that constitute property of NAI); and the types described in clauses (a)-(f) of this Section 1.3) and, to the extent not otherwise included, all documents(i) payments under insurance (whether or not the Trustee is the loss payee thereof) or any indemnity, instruments and agreements evidencing the same; and all extensionswarranty or guaranty, renewals, modifications and replacements payable by reason of the foregoing; and any interest loss or other amounts payable in connection therewith; and (b) All proceeds of the foregoing (including whatever is receivable or received when Collateral or proceeds is invested, sold, collected, exchanged, returned, substituted damage to or otherwise disposed of, whether such disposition is voluntary or involuntary, including rights to payment and return premiums and insurance proceeds under insurance with respect to any Collateral, of the foregoing Collateral and (ii) cash proceeds of any and all rights of the foregoing Collateral (such property described in clauses (a) through (g) 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 with respect to any cause of action affecting or relating all amounts that constitute part of the Obligations and would be owed by the Pledgor to the Collateral). The pledgeTrustee under the Notes, assignment the Indenture, this Pledge Agreement and grant any other transaction documents related thereto but for the fact that they are unenforceable or not allowable due to the existence of a security interest made by NAI hereunder is for security of bankruptcy, reorganization or similar proceeding involving the Secured Obligations only; the parties to this Agreement do not intend that NAI's delivery of the Collateral to Agent as herein provided will constitute an advance payment of any Secured Obligations or liquidated damages, nor do the parties intend that the Collateral increase the dollar amount of the Secured ObligationsPledgor.

Pledge and Grant of Security Interest. As security for the Secured Obligations, NAI The Pledgor hereby pledges to the Trustee for its benefit and assigns to Agent (for the ratable benefit of BNPLC and the Participants) Holders of the Notes, and grants to Agent (the Trustee for its benefit and for the ratable benefit of BNPLC and the Participants) Holders of the Notes, a continuing first priority security interest and lien in and against to all of the Pledgor's right, title and interest of NAI in in, to and to under the following property, whether now owned or hereafter acquired by NAI (hereinafter collectively and severally, referred to as the "COLLATERAL"): ), whether characterized as investment property, general intangibles or otherwise: (a) All Cash Collateralthe United States Treasury securities identified by CUSIP Number in Annex 1 to Exhibit A to this Pledge Agreement (the "PLEDGED SECURITIES"), all Accounts, the Transition Account (b) any and all Certificates applicable security entitlements to the Pledged Securities, (c) The Bank of Deposit issued from time 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 time this Pledge Agreement, (d) any and general intangibles arising therefrom or relating thereto all related securities accounts in which security entitlements to the Pledged Securities are carried and (however, "general intangibles" as used in this clause shall not include e) all proceeds of any general intangibles not related to Cash Collateral, Accounts, and all of the Transition Account or Certificates of Deposit issued from time to time, and thus will not includeforegoing Collateral (including, without limitation, any intellectual all cash and proceeds that constitute property of NAIthe types described in clauses (a) - (d) of this Section 1); . In the event the Exchange Offer is not consummated and all documentsthe Shelf Registration Statement is not declared effective on or prior to January 15, instruments and agreements evidencing the same; and all extensions, renewals, modifications and replacements of the foregoing; and any interest or other amounts payable in connection therewith; and (b) All proceeds of the foregoing (including whatever is receivable or received when Collateral or proceeds is invested, sold, collected, exchanged, returned, substituted or otherwise disposed of, whether such disposition is voluntary or involuntary, including rights to payment and return premiums and insurance proceeds under insurance with respect to any Collateral1998, and all rights the interest rate on the Notes is increased by .5% per annum as required by the Indenture, the Company shall purchase (or caused to payment with respect to any cause of action affecting or relating be purchased) and deliver to the CollateralCustodian 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 first six scheduled interest payments due on the Notes (assuming the additional .5% per annum remains in effect for the entire period). The pledge, assignment and grant of a security interest made additional Pledged Securities shall be pledged by NAI hereunder is the Company to the Trustee for security the benefit of the Secured Obligations only; the parties to this Agreement do not intend that NAI's delivery Holders of the Collateral to Agent as herein provided will constitute an advance payment of any Secured Obligations or liquidated damages, nor do Notes and shall be held in the parties intend that the Collateral increase the dollar amount of the Secured ObligationsPledge Account.

Pledge and Grant of Security Interest. As security for the Secured Obligations, NAI hereby pledges and assigns to Agent (for the ratable benefit of BNPLC and the Participants) and grants to Agent (for the ratable benefit of BNPLC and the Participants) a continuing security interest and lien in and against all right, title and interest of NAI in and to the following property, whether now owned or hereafter acquired by NAI (collectively and severally, the "COLLATERAL"): (a) All Cash Collateral, all Accounts, the Transition Account and all Certificates of Deposit issued from time to time and general intangibles arising therefrom or relating thereto (however, "general intangibles" as used in this clause shall not include any general intangibles not related to Cash Collateral, Accounts, the Transition Account or Certificates of Deposit issued from time to time, and thus will not include, without limitation, any intellectual property of NAI); and all documents, instruments and agreements evidencing the same; and all extensions, renewals, modifications and replacements of the foregoing; and any interest or other amounts payable in connection therewith; and (b) All proceeds of the foregoing (including whatever is receivable or received when Collateral or proceeds is invested, sold, collected, exchanged, returned, substituted or otherwise disposed of, whether such disposition is voluntary or involuntary, including rights to payment and return premiums and insurance proceeds under insurance with respect to any Collateral, and all rights to payment with respect to any cause of action affecting or relating to the Collateral). The pledge, assignment and grant of a security interest made by NAI hereunder is for security of the Secured Obligations only; the parties to this Agreement do not intend that NAI's delivery of the Collateral to Agent as herein provided will constitute an advance payment of any Secured Obligations or liquidated damages, nor do the parties intend that the Collateral increase the dollar amount of the Secured Obligations.insurance

Pledge and Grant of Security Interest. As security for It is the Secured Obligationsintention of the parties hereto that this Escrow and Security Agreement create an escrow, NAI 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 pledges to the Administrative Agent for its benefit and assigns to Agent (for the ratable benefit of BNPLC the Lenders, and the Participants) and hereby grants to the Administrative Agent (for its benefit and for the ratable benefit of BNPLC and the Participants) Lenders, as applicable, a continuing first-priority security interest and lien in and against to all of the Pledgor’s right, title and interest of NAI in in, to and to under the following following, whether characterized as investment property, whether now owned certificated securities, uncertificated securities, general intangibles or hereafter acquired by NAI (collectively and severally, the "COLLATERAL"): otherwise: (a) All Cash Collateralthe Escrow Account, all Accounts, the Transition Account funds held therein and all Certificates of Deposit issued certificates and instruments, if any, from time to time representing or evidencing the Escrow Account, (b) all Escrow Investments, all certificates and general intangibles arising therefrom instruments, if any, representing or relating thereto evidencing the Escrow Investments and all other property, including any financial assets (howeveras defined in Section 9102(a)(29) of the U.C.C.) credited to the Escrow Account and any and all security entitlements to the Escrow Investments and other property or financial assets credited to the Escrow Account, "general intangibles" as used and any and all related securities accounts in this clause shall not include any general intangibles not related which security entitlements to Cash Collateralthe Escrow Investments or other property or financial assets credited to the Escrow Account are carried, Accounts(c) all cash, the Transition Account or Certificates of Deposit issued notes, deposit accounts, checks and other instruments, if any, from time to timetime hereafter delivered to or otherwise possessed by the 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 in substitution for or in addition to any or all of the then existing Collateral (as hereinafter defined), and thus will not include(d) all proceeds of and other distributions on or with respect to any and all of the foregoing Collateral (including, without limitation, any intellectual all dividends, interest, principal payments, cash, options, warrants, rights, investments, subscriptions and other property or proceeds, including proceeds that constitute property of NAI); and all documents, instruments and agreements evidencing the same; and all extensions, renewals, modifications and replacements types described in clauses (a) through (c) of this Section 1.4) (clauses (a) through (d) being hereinafter collectively referred to as the foregoing; and any interest or other amounts payable in connection therewith; and (b) All proceeds of the foregoing (including whatever is receivable or received when Collateral or proceeds is invested, sold, collected, exchanged, returned, substituted or otherwise disposed of, whether such disposition is voluntary or involuntary, including rights to payment and return premiums and insurance proceeds under insurance with respect to any “Collateral, and all rights to payment with respect to any cause of action affecting or relating to the Collateral”). The pledgeEscrow Agent (in its capacity as a securities intermediary) hereby agrees that it will comply with entitlement orders originated by the Administrative Agent (in its capacity as a secured party) without further consent by the Pledgor, assignment it being acknowledged and grant agreed that the Escrow Agent shall honor written entitlement orders issued by the Pledgor 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 Administrative Agent (in its capacity as a secured party) directing disposition of a the funds in any 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 made by NAI hereunder is for security of the Secured Obligations only; the parties to this Agreement do not intend that NAI's delivery of in the Collateral to Agent as herein provided will constitute an advance payment of any Secured Obligations or liquidated damages, nor do the parties intend that the Collateral increase the dollar amount of the Secured Obligationsset forth above.

Pledge and Grant of Security Interest. As security (a) The Pledgor hereby ------------------------------------- pledges and grants to the Collateral Agent as agent of and securities intermediary for the Secured ObligationsTrustee, NAI hereby pledges and assigns to Agent (for the ratable benefit of BNPLC and the Participants) and grants to Agent (for Holders of the ratable benefit of BNPLC and the Participants) Notes, a continuing first priority security interest and lien in and against to (i) all of the Pledgor's right, title and interest in the Pledged Securities and the Pledge Account, (ii) all certificates or other evidence of NAI ownership representing the Pledged Securities and the Pledge Account, and (iii) all products and proceeds of any of the Pledged Securities, including, without limitation, all dividends, interest, principal payments, cash, options, warrants, rights, instruments, subscriptions and other property or proceeds from time to time received, receivable or otherwise distributed or distributable in and to respect of or in exchange for any or all of the following property, whether now owned or hereafter acquired by NAI Pledged Securities (collectively and severallycollectively, the "COLLATERAL"):). (ab) All Cash CollateralThe Pledgor shall have no right to remove or withdraw from the Pledge Account any financial asset, all Accounts, cash or other property now or hereafter credited to the Transition Pledge Account and all Certificates without the prior written consent of Deposit issued the Trustee. If at any time the Collateral Agent shall receive any entitlement order from time to time and general intangibles arising therefrom or relating thereto the Trustee (however, "general intangibles" as used in this clause shall not include any general intangibles not related to Cash Collateral, Accounts, the Transition Account or Certificates of Deposit issued from time to time, and thus will not includeincluding, without limitation, any intellectual property order directing the sale, transfer or redemption of NAIany financial asset relating to, or cash or other item credited to, the Pledge Account); , the Collateral Agent shall comply with such entitlement order, without further consent by the Pledgor or any other Person. (c) The Trustee appoints State Street Bank and all documentsTrust Company as its agent and securities intermediary hereunder, instruments and agreements the Collateral Agent accepts such appointment and agrees to act as agent and securities intermediary for the Trustee with respect to the Pledged Securities, without cost or expense to the Trustee. The Collateral Agent will, no later than the business day immediately following the date hereof, completely and accurately identify on its books and records the Pledged Securities being held in the Pledge Account. In addition, the collateral Agent will, upon the Trustee's written request given at any time to the Collateral Agent, either (a) deliver to the Trustee possession of duly issued certificates evidencing the same; and all extensions, renewals, modifications and replacements Pledged Securities registered in the name of the foregoing; and any interest Trustee or other amounts payable in connection therewith; and its nominee or designee, or (b) All proceeds transfer the Pledged Securities to an account at the Collateral Agent or to another financial intermediary designated by the Trustee in the name of the foregoing (including whatever is receivable Trustee. In the event that the Pledgor shall be entitled to receive or received when acquire any distribution, in any form whatsoever, including, without limitation, cash and non-cash dividends and interest, in respect of the Pledged Securities, the Collateral or proceeds is invested, sold, collected, exchanged, returned, substituted or otherwise disposed of, whether such disposition is voluntary or involuntary, including rights to payment Agent agrees that it shall hold the same as agent and return premiums and insurance proceeds under insurance with respect to any Collateral, and all rights to payment with respect to any cause of action affecting or relating securities intermediary for the Trustee subject to the Collateral). The pledge, assignment terms hereof and grant of a security interest made by NAI hereunder is for security the written instructions of the Secured Obligations only; the parties to this Agreement do not intend that NAI's delivery of the Collateral to Agent as herein provided will constitute an advance payment of any Secured Obligations or liquidated damages, nor do the parties intend that the Collateral increase the dollar amount of the Secured ObligationsTrustee.

Pledge and Grant of Security Interest. As security for the Secured Obligations, NAI hereby pledges and assigns to Agent (for the ratable benefit of BNPLC and the Participants) and grants to Agent (for the ratable benefit of BNPLC and the Participants) a continuing security interest and lien in and against all right, title and interest of NAI in and to the following property, whether now owned or hereafter acquired by NAI (collectively and severally, the "COLLATERAL"): (a) All Cash Collateral, all Accounts, the Transition Account and all Certificates of Deposit issued from time to time and general intangibles arising therefrom or relating thereto (however, "general intangibles" as used in this clause shall not include any general intangibles not related to Cash Collateral, Accounts, the Transition Account or Certificates of Deposit issued from time to time, and thus will not include, without limitation, any intellectual property of NAI); and all documents, instruments and agreements evidencing the same; and all extensions, renewals, modifications and replacements of the foregoing; and any interest or other amounts payable in connection therewith; and (b) All proceeds of the foregoing (including whatever is receivable or received when Collateral or proceeds is invested, sold, collected, exchanged, returned, substituted or otherwise disposed of, whether such disposition is voluntary or involuntary, including rights to payment and return premiums and insurance 11 proceeds under insurance with respect to any Collateral, and all rights to payment with respect to any cause of action affecting or relating to the Collateral). The pledge, assignment and grant of a security interest made by NAI hereunder is for security of the Secured Obligations only; the parties to this Agreement do not intend that NAI's delivery of the Collateral to Agent as herein provided will constitute an advance payment of any Secured Obligations or liquidated damages, nor do the parties intend that the Collateral increase the dollar amount of the Secured Obligations.

Pledge and Grant of Security Interest. As absolute and unconditional security for the Secured Obligationspayment promptly when due by Shareholder under the Promissory Note, NAI hereby pledges and assigns to Agent (for the ratable benefit of BNPLC Stock Purchase Agreement and the Participants) Corporate Stock Purchase Agreement, including, without limitation, payment of all principal, interest, costs of collection and attorneys' fees (collectively, the "OBLIGATIONS"), Shareholder hereby pledges, assigns and transfers to Secured Party and grants to Agent (for the ratable benefit of BNPLC and the Participants) Secured Party a continuing security interest and lien in and against to: (i) the shares of the common capital stock of Total New York sold to Shareholder under the Stock Purchase Agreement (the "SHARES"); (ii) the shares of the common capital stock of Total New York sold to Shareholder under the Corporate Stock Purchase Agreement (the "CORPORATE SHARES" and, together with the Shares, the "Pledged Shares") and (ii) all rightshare dividends, title liquidating dividends, shares resulting from stock splits, reclassifications, warrants, options, non-cash distributions, rights to subscribe and interest of NAI in other rights and distributions on or with respect to the following propertyPledged Shares (other than dividends or other distributions paid in cash, whether now owned or hereafter acquired by NAI if at the time of payment Shareholder is not in default with respect to any of its Obligations under the Promissory Note) (collectively and severallycollectively, the "COLLATERAL"):). Concurrently herewith, Shareholder shall deliver to Secured Party: (i) the stock certificates representing the Pledged Shares, and (ii) executed stock powers with respect to the Pledged Shares, endorsed in blank. Shareholder authorizes Secured Party to file in the appropriate UCC filing offices UCC-1 financing statements with respect to the security interest created under this Agreement, (a) All Cash Collateralprior to payment on full of the purchase price for the Corporate Shares, all Accounts, the Transition Account and all Certificates of Deposit issued from time to time and general intangibles arising therefrom or relating thereto (however, "general intangibles" as used in this clause Total New York shall not include issue any general intangibles not related to Cash Collateraladditional shares of its capital stock without the prior written consent of Secured Party and Shareholder, Accountsand, the Transition Account or Certificates of Deposit issued from time to time, and thus will not include, without limitation, any intellectual property of NAI); and all documents, instruments and agreements evidencing the same; and all extensions, renewals, modifications and replacements of the foregoing; and any interest or other amounts payable in connection therewith; and thereafter (b) All proceeds in the event that Total New York issues additional shares of the foregoing (including whatever is receivable common capital stock, or received when Collateral securities having voting rights or proceeds is investedsecurities convertible into common capital stock of Total New York, sold, collected, exchanged, returned, substituted or otherwise disposed of, whether such disposition is voluntary or involuntary, including rights to payment and return premiums and insurance proceeds under insurance with respect to any Collateral, and all rights to payment with respect to any cause additional securities of action affecting or relating Total New York shall be issued to the Collateral). The pledge, assignment Shareholder and grant of pledged hereunder so that Secured Party retains a security interest made by NAI hereunder is for security in and to at least 51% of the Secured Obligations only; issued and outstanding shares of common capital stock of Total New York on a fully diluted basis. Any such additional shares shall be deemed "Collateral" within the parties to meaning of this Agreement do not intend that NAI's delivery of the Collateral to Agent as herein provided will constitute an advance payment of any Secured Obligations or liquidated damages, nor do the parties intend that the Collateral increase the dollar amount of the Secured ObligationsAgreement.

Pledge and Grant of Security Interest. As security for It is the Secured Obligationsintention of the parties hereto that this Escrow and Security Agreement create an escrow, NAI 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 pledges to the Administrative Agent for its benefit and assigns to Agent (for the ratable benefit of BNPLC the Lenders, and the Participants) and hereby grants to the Administrative Agent (for its benefit and for the ratable benefit of BNPLC and the Participants) Lenders, as applicable, a continuing first-priority security interest and lien in and against to all of the Pledgor’s right, title and interest of NAI in in, to and to under the following following, whether characterized as investment property, whether now owned certificated securities, uncertificated securities, general intangibles or hereafter acquired by NAI (collectively and severally, the "COLLATERAL"): otherwise: (a) All Cash Collateralthe Escrow Account, all Accounts, the Transition Account funds held therein and all Certificates of Deposit issued certificates and instruments, if any, from time to time representing or evidencing the Escrow Account, (b) all Escrow Investments, all certificates and general intangibles arising therefrom instruments, if any, representing or relating thereto evidencing the Escrow Investments and all other property, including any financial assets (howeveras 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 Escrow Investments and other property or financial assets credited to the Escrow Account, "general intangibles" as used and any and all related securities accounts in this clause shall not include any general intangibles not related which security entitlements to Cash Collateralthe Escrow Investments or other property or financial assets credited to the Escrow Account are carried, Accounts(c) all cash, the Transition Account or Certificates of Deposit issued notes, deposit accounts, checks and other instruments, if any, from time to timetime hereafter delivered to or otherwise possessed by the 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 in substitution for or in addition to any or all of the then existing Collateral (as hereinafter defined), and thus will not include(d) all proceeds of and other distributions on or with respect to any and all of the foregoing Collateral (including, without limitation, any intellectual all dividends, interest, principal payments, cash, options, warrants, rights, investments, subscriptions and other property or proceeds, including proceeds that constitute property of NAI); and all documents, instruments and agreements evidencing the same; and all extensions, renewals, modifications and replacements types described in clauses (a) through (c) of this Section 1.4) (clauses (a) through (d) being hereinafter collectively referred to as the foregoing; and any interest or other amounts payable in connection therewith; and (b) All proceeds of the foregoing (including whatever is receivable or received when Collateral or proceeds is invested, sold, collected, exchanged, returned, substituted or otherwise disposed of, whether such disposition is voluntary or involuntary, including rights to payment and return premiums and insurance proceeds under insurance with respect to any “Collateral, and all rights to payment with respect to any cause of action affecting or relating to the Collateral”). The pledgeEscrow Agent (in its capacity as a securities intermediary) hereby agrees that it will comply with entitlement orders originated by the Administrative Agent (in its capacity as a secured party) without further consent by the Pledgor, assignment it being acknowledged and grant agreed that the Escrow Agent shall honor written entitlement orders issued by the Pledgor 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 Administrative Agent (in its capacity as a secured party) directing disposition of a the funds in any 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 made by NAI hereunder is for security of the Secured Obligations only; the parties to this Agreement do not intend that NAI's delivery of in the Collateral to Agent as herein provided will constitute an advance payment of any Secured Obligations or liquidated damages, nor do the parties intend that the Collateral increase the dollar amount of the Secured Obligationsset forth above.

Pledge and Grant of Security Interest. As security for (a) In order to secure the Secured Obligations, NAI each Grantor hereby pledges and assigns to the Collateral Agent (for the ratable benefit of BNPLC the Secured Parties, and the Participants) and hereby grants to the Collateral Agent (for the ratable benefit of BNPLC and the Participants) Secured Parties, a continuing security interest and lien in and against to all of such Grantor’s right, title and interest of NAI in and to all of the following propertyfollowing, whether now owned or hereafter acquired by NAI such Grantor, wherever located and whether now or hereafter existing or arising (hereinafter collectively and severally, referred to as the "COLLATERAL"“Collateral”): (ai) All Cash Collateralall Equipment; (ii) such Grantor’s interest in (x) the Collateral Proceeds Account; (y) all cash monies, all Accounts, the Transition Account and all Certificates of Deposit issued from time to time and general intangibles arising therefrom or relating thereto (however, "general intangibles" as used in this clause shall not include any general intangibles not related to Cash Collateral, Accounts, the Transition Account or Certificates of Deposit issued from time to time, and thus will not include, without limitation, any intellectual property of NAI); and all documentsinvestment property, instruments and agreements evidencing financial assets held in the sameCollateral Proceeds Account; and (z) all extensionsCash Proceeds, renewals, modifications and replacements of whether or not held in the foregoing; and any interest or other amounts payable in connection therewithCollateral Proceeds Account; and (iii) all books and records (including computer materials and records) of such Grantor pertaining to any of its Collateral); and (iv) all Proceeds of the Collateral described in the foregoing clauses (i) through (iii); provided that notwithstanding the foregoing or anything herein to the contrary, in no event shall the Collateral include, or the Transaction Lien attach to, any Excluded Property; provided, however, the security interests and Liens granted hereunder shall attach to, and the “Collateral” shall automatically include any asset or property of a Grantor that ceases to be Excluded Property and would otherwise constitute Collateral hereunder, without further action by any Grantor or Secured Party. It is understood and agreed that the Collateral will not include any ABL Collateral. (b) All proceeds The Transaction Liens are granted as security only and shall not subject the Collateral Agent or any other Secured Party to, or transfer or in any way affect or modify, any obligation of the foregoing (including whatever is receivable or received when Collateral or proceeds is invested, sold, collected, exchanged, returned, substituted or otherwise disposed of, whether such disposition is voluntary or involuntary, including rights to payment and return premiums and insurance proceeds under insurance any Grantor with respect to any Collateral, and all rights to payment with respect to any cause of action affecting or relating to the Collateral). The pledge, assignment and grant of a security interest made by NAI hereunder is for security of the Secured Obligations only; the parties to this Agreement do not intend that NAI's delivery of the Collateral to Agent as herein provided will constitute an advance payment of or any Secured Obligations or liquidated damages, nor do the parties intend that the Collateral increase the dollar amount of the Secured Obligationstransaction in connection therewith.

Pledge and Grant of Security Interest. As security for the Secured prompt and complete payment and performance when due (whether at the stated maturity, by acceleration or otherwise) of the Obligations, NAI the Pledgor hereby assigns and pledges to the Collateral Agent for the benefit of the Trustee and assigns 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 BNPLC the Holders, a lien on and the Participants) and grants to Agent (for the ratable benefit of BNPLC and the Participants) a continuing security interest and lien in and against all of the Pledgor’s right, title and interest of NAI in in, to and to under the following property, whether now owned or hereafter acquired by NAI (collectively and severally, the "COLLATERAL"): : (a) All Cash Collateralthe U.S. Government Obligations identified by CUSIP No. in Schedule I to this Pledge Agreement (the “Pledged Securities”); (b) the security entitlements relating thereto; (c) the Collateral Account, all Accounts, the Transition Account financial assets and all Certificates of Deposit issued security entitlements from time to time carried in the Collateral Account and general intangibles arising therefrom or relating thereto all funds held therein; (however, "general intangibles" as used in this clause shall not include any general intangibles not related to d) all Cash Collateral, Accounts, the Transition Account or Certificates of Deposit issued Equivalents from time to timetime credited to the Collateral Account or otherwise held in the name of the Collateral Agent, and thus will not includeall security entitlements to the Cash Equivalents and any money market deposit accounts or money market securities accounts relating to or constituting any Cash Equivalent credited to the Collateral Account or otherwise held in the name of the Collateral Agent; (e) 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; (f) all certificates and instruments, if any, from time to time representing or evidencing the Collateral Account, the Pledged Securities and Cash Equivalent; (g) 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 (h) all proceeds of any and all of the foregoing Collateral (including, without limitation, any intellectual proceeds that constitute property of NAI); and the types described in clauses (a) through (g) of this Section 1.3 and, to the extent not otherwise included, all documents(i) payments under insurance (whether or not the Trustee is the loss payee thereof) or any indemnity, instruments and agreements evidencing the same; and all extensions, renewals, modifications and replacements warranty or guaranty payable by reason of the foregoing; and any interest loss or other amounts payable in connection therewith; and (b) All proceeds of the foregoing (including whatever is receivable or received when Collateral or proceeds is invested, sold, collected, exchanged, returned, substituted damage to or otherwise disposed of, whether such disposition is voluntary or involuntary, including rights to payment and return premiums and insurance proceeds under insurance with respect to any Collateral, of the foregoing Collateral and (ii) cash proceeds of any and all rights of the foregoing Collateral) (such property described in clauses (a) through (h) 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 with respect to any cause of action affecting or relating all amounts that constitute part of the Obligations and would be owed by the Pledgor to the Collateral). The pledgeTrustee under the Notes, assignment the Indenture, this Pledge Agreement and grant any other transaction documents related thereto but for the fact that they are unenforceable or not allowable due to the existence of a security interest made by NAI hereunder is for security of bankruptcy, reorganization or similar proceeding involving the Secured Obligations only; the parties to this Agreement do not intend that NAI's delivery of the Collateral to Agent as herein provided will constitute an advance payment of any Secured Obligations or liquidated damages, nor do the parties intend that the Collateral increase the dollar amount of the Secured ObligationsPledgor.

Pledge and Grant of Security Interest. As security for the Secured Obligations, NAI (a) The Issuer hereby pledges to the Escrow Agent for its benefit and assigns to Agent (for the ratable benefit of BNPLC and the Participants) Holders of the Preferred Securities, and grants to the Escrow Agent (for its benefit and for the ratable benefit of BNPLC and the Participants) Holders of the Preferred Securities, a continuing first priority security interest and lien in and against to all of the Issuer's right, title and interest of NAI in in, to and to under the following (hereinafter collectively referred to as the "Collateral"), whether characterized as investment property, whether now owned ---------- general intangibles or hereafter acquired by NAI otherwise: (collectively and severallya) 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 "COLLATERALPledged Securities"): ), (ab) All Cash Collateralthe ------------------ United States Treasury securities, all Accountsif any, the Transition Account to be purchased pursuant to Section 1(b), (c) any and all Certificates applicable security entitlements to the Pledged Securities, (d) the Norwest Bank Colorado, National Association account in the name of Deposit issued from time "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 time this Escrow Agreement, (e) any and general intangibles arising therefrom or relating thereto (however, "general intangibles" as used all related securities accounts in this clause shall not include any general intangibles not related which security entitlements to Cash Collateral, Accounts, the Transition Account or Certificates of Deposit issued from time to timePledged Securities are carried, and thus will not include(f) all proceeds of any and all of the foregoing Collateral (including, without limitation, any intellectual proceeds that constitute property of NAI); and the types described in clauses (a) - (e) of this Section 1) and, to the extent not otherwise included, all documents, instruments and agreements evidencing the same; and all extensions, renewals, modifications and replacements of the foregoing; and any interest or other amounts payable in connection therewith; andcash. (b) All proceeds In the event the Placement Agents shall decide to exercise the right to purchase the Additional Preferred Securities pursuant to the Placement Agreement, the Issuer shall use a portion of the foregoing (including whatever is receivable or received when Collateral or proceeds is invested, sold, collected, exchanged, returned, substituted or otherwise disposed of, whether from such disposition is voluntary or involuntary, including rights purchase by the Placement Agents to payment purchase and return premiums and insurance proceeds under insurance with respect to any Collateral, and all rights to payment with respect to any cause of action affecting or relating deliver to the CollateralEscrow Agent additional United States Treasury securities (the "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 Pledged Account to provide payment for the first thirteen cash dividends due on the Preferred Securities. The Additional Pledged Securities shall be pledged by the Issuer to the Escrow Agent for the benefit of the Holders and shall be held by the Escrow Agent in the Pledged Account. (c) In the event the Shelf Registration Statement (as defined in the Registration Rights Agreement dated as of September 24, 1997 among ICG, the Issuer and Morgan Stanley & Co. Incorporated and Deutschx Xxxxax Xxxxxell Inc. (the "Registration Rightx Xxxxxxxxx")) has not been filed on or ----------------------------- prior to December 22, 1997 and the dividends payable on the Preferred Securities (in addition to the dividends otherwise payable on the Preferred Securities) accrue at an additional annual rate of .25% of the liquidation preference thereof and/or the Shelf Registration Statement is not declared effective on or prior to March 22, 1998 and the dividends payable on the Preferred Securities (in addition to the dividends otherwise payable on the Preferred Securities) accrue at an additional annual rate of .25% of the liquidation preference thereof as required by the Registration Rights Agreement, ICG shall pay a special dividend in shares of Common Stock, par value $.01 per share ("ICG Common Stock"), of ICG to the Issuer as the holder of ---------------- ICG's preferred stock, par value $.01 per share, which will be mandatorily redeemable on November 15, 2009, in such number that when the Issuer sells such shares of Common Stock, the Issuer will have sufficient funds to purchase and deliver to the Escrow Agent 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 Pledged Account to provide payment for the first thirteen cash dividends due on the Preferred Securities (assuming the additional annual rate of .25% or .5%, as the case may be, of the liquidation preference remains in effect through November 15, 2000). The pledge, assignment and grant of a security interest made additional Pledged Securities pursuant to this Section 1(c) shall be pledged by NAI hereunder is the Issuer to the Escrow Agent for security the benefit of the Secured Obligations only; Holders and shall be held by the parties to this Agreement do not intend that NAI's delivery of Escrow Agent in the Collateral to Agent as herein provided will constitute an advance payment of any Secured Obligations or liquidated damages, nor do the parties intend that the Collateral increase the dollar amount of the Secured ObligationsPledged Account.

Pledge and Grant of Security Interest. As Subject in all respect to Section 8 of this Agreement, as security for the Secured Obligationspayment and performance in full of all of the Obligations in accordance with their terms, NAI Pledgor hereby pledges pledges, assigns, transfers, grants, hypothecates and assigns to Agent (for the ratable benefit of BNPLC sets over unto Indenture Trustee a first priority lien and the Participants) and grants to Agent (for the ratable benefit of BNPLC and the Participants) a continuing security interest in, and lien in and against delivers to Indenture Trustee, all of Pledgor’s right, title and interest of NAI in in, to and to under the following personal property, in each case whether now owned existing or hereafter acquired by NAI (collectively or created, and severallywhether constituting financial assets, the "COLLATERAL"): investment property, general intangibles, securities, security entitlements, proceeds or otherwise: (a) All Cash Collateralall of the Pledged Shares; (b) all certificates, instruments, agreements and contract rights relating to the Pledged Shares; and (c) all Accountsproceeds of the Pledged Shares (including all cash, the Transition Account cash equivalents, dividends, distributions, instruments, securities of any successor entity to Twin Hospitality or other securities or property) at any time and all Certificates of Deposit issued from time to time received, receivable, paid or otherwise distributed in respect of or in exchange for any of or all such Pledged Shares, whether in connection with any increase or reduction of capital, reclassification, merger, consolidation, sale of assets, combination of membership interests or other equity interests, or otherwise (the items referred to in clauses (a) through (c) being collectively called the “Securities Collateral”). All Pledged Shares included in the Securities Collateral shall be deposited into the Securities Account in accordance with the Securities Account Control Agreement. If and general intangibles arising therefrom or relating thereto (howeverwhenever an Event of Default shall have occurred and be continuing and, "general intangibles" as used in this clause shall not include any general intangibles not related to Cash Collateralthe extent the Grace Period is applicable, Accountsfollowing such Grace Period, the Transition Account Indenture Trustee, acting at the direction of the Controlling Class Representative, shall be entitled to exercise all remedies provided under Section 9.3 of the Indenture, this Agreement or Certificates of Deposit issued from time to timeapplicable law, and thus will not includeincluding, without limitation, selling or disposing of the Pledged Collateral, exercising any intellectual property of NAI); and all documents, instruments and agreements evidencing the same; and all extensions, renewals, modifications and replacements of the foregoing; and any interest or other amounts payable in connection therewith; and (b) All proceeds of the foregoing (including whatever is receivable or received when Collateral or proceeds is invested, sold, collected, exchanged, returned, substituted or otherwise disposed of, whether such disposition is voluntary or involuntary, including voting rights to payment and return premiums and insurance proceeds under insurance with respect to any the Pledged Collateral, foreclosing on the Pledged Shares and all exercising its rights to payment with respect to any cause of action affecting or relating to under the Collateral). The pledge, assignment and grant of a security interest made by NAI hereunder is for security of the Secured Obligations only; the parties to this Agreement do not intend that NAI's delivery of the Collateral to Agent as herein provided will constitute an advance payment of any Secured Obligations or liquidated damages, nor do the parties intend that the Collateral increase the dollar amount of the Secured ObligationsSecurities Account Control Agreement.

Pledge and Grant of Security Interest. As security for The Pledgors hereby deliver to the Secured ObligationsAdministrative Agent, NAI hereby pledges and assigns to Agent (for the ratable benefit of BNPLC the Administrative Agent and the Participants) Lenders, all certificates representing the Pledged Stock and grants Partnership/LLC Interests and hereby grant to Agent (the Administrative Agent, for the ratable benefit of BNPLC the Administrative Agent and the Participants) Lenders, a continuing security interest in the Pledged Stock, Partnership/LLC Interests and lien 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 and against all right, title and interest of NAI in and to the following property, whether now owned any Collateral constituting Pledged Stock or hereafter acquired Partnership/LLC Interests issued by NAI (collectively and severally, the "COLLATERAL"): any Issuer or Partnership/LLC that is (a) All Cash Collateralan 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, all Accountsfurther that notwithstanding the foregoing, such pledge and grant of Security Interest hereunder shall not include any Capital Stock of any Foreign Subsidiary that is not a First Tier Foreign Subsidiary. Without limiting the Transition Account generality of the foregoing, it is hereby specifically understood and all Certificates of Deposit issued agreed that a Pledgor may from time to time hereafter pledge and general intangibles arising therefrom or relating thereto (howeverdeliver 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, "general intangibles" as used in this clause such additional shares of capital stock and/or partnership and membership interests shall not include any general intangibles not related be deemed to Cash Collateral, Accounts, the Transition Account or Certificates of Deposit issued from time to time, and thus will not include, without limitation, any intellectual property of NAI); and all documents, instruments and agreements evidencing the same; and all extensions, renewals, modifications and replacements be part of the foregoing; Pledged Stock and/or Partnership/LLC Interests, as applicable, of such Pledgor and any interest or other amounts payable in connection therewith; and (b) All proceeds of the foregoing (including whatever is receivable or received when Collateral or proceeds is invested, sold, collected, exchanged, returned, substituted or otherwise disposed of, whether such disposition is voluntary or involuntary, including rights to payment and return premiums and insurance proceeds under insurance with respect to any Collateral, and all rights to payment with respect to any cause of action affecting or relating shall be subject to the Collateralterms 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 pledge, assignment and grant of a security interest made by NAI hereunder is for security of the Secured Obligations only; the parties to this Agreement do not intend that NAI's delivery of the Collateral to Agent as herein provided will constitute an advance payment of any Secured Obligations or liquidated damages, nor do the parties intend that the Collateral increase the dollar amount of the Secured Obligations.

Pledge and Grant of Security Interest. As security for the Secured prompt and complete payment and performance when due (whether at the stated maturity, by acceleration or otherwise) of the Obligations, NAI the Pledgor hereby assigns and pledges to the Collateral Agent for the benefit of the Trustee and assigns 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 BNPLC the Holders, a lien on and the Participants) and grants to Agent (for the ratable benefit of BNPLC and the Participants) a continuing first priority perfected security interest and lien in and against all of the Pledgor's right, title and interest of NAI in in, to and to under the following property, whether now owned or hereafter acquired by NAI (collectively and severally, the "COLLATERAL"): : (a) All Cash Collateralthe U.S. Government Obligations identified by CUSIP No. in Schedule I to this Pledge Agreement (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 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, (d) 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, the Transition Account and (e) all Certificates of Deposit issued Collateral Investments (as hereinafter defined) from time to time and general intangibles arising therefrom all certificates and instruments, if any, representing or relating thereto 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 is carried, (howeverf) all notes, "general intangibles" as used in this clause shall not include any general intangibles not related to Cash Collateralcertificates of deposit, Accountsdeposit accounts, the Transition Account or Certificates of Deposit issued checks and other instruments, if any, from time to timetime 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, (g) all interest, dividends, cash, instruments and thus will not includeother 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 (h) all proceeds of any and all of the foregoing Collateral (including, without limitation, any intellectual proceeds that constitute property of NAI); and the types described in clauses (a)-(g) of this Section 1.3) and, to the extent not otherwise included, all documents(i) payments under insurance (whether or not the Trustee is the loss payee thereof) or any indemnity, instruments and agreements evidencing the same; and all extensionswarranty or guaranty, renewals, modifications and replacements payable by reason of the foregoing; and any interest loss or other amounts payable in connection therewith; and (b) All proceeds of the foregoing (including whatever is receivable or received when Collateral or proceeds is invested, sold, collected, exchanged, returned, substituted damage to or otherwise disposed of, whether such disposition is voluntary or involuntary, including rights to payment and return premiums and insurance proceeds under insurance with respect to any Collateral, of the foregoing Collateral and (ii) cash proceeds of any and all rights of the foregoing Collateral (such property described in clauses (a) through (g) 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 with respect to any cause of action affecting or relating all amounts that constitute part of the Obligations and would be owed by the Pledgor to the Collateral). The pledgeTrustee under the Notes, assignment the Indenture, this Pledge Agreement and grant any other transaction documents related thereto but for the fact that they are unenforceable or not allowable due to the existence of a security interest made by NAI hereunder is for security of bankruptcy, reorganization or similar proceeding involving the Secured Obligations only; the parties to this Agreement do not intend that NAI's delivery of the Collateral to Agent as herein provided will constitute an advance payment of any Secured Obligations or liquidated damages, nor do the parties intend that the Collateral increase the dollar amount of the Secured ObligationsPledgor.

Pledge and Grant of Security Interest. As security for the Secured Obligations, NAI (a) The Company hereby pledges and assigns to Agent (for the ratable benefit of BNPLC and the Participants) and grants to Agent (for the ratable benefit of BNPLC and the Participants) Holders ratably, a continuing first priority security interest and lien in and against to, and Lien upon, all of the Company’s right, title and interest in the Collateral, free and clear of NAI any other Liens thereon (provided that the security interest granted in and to the OrbView Satellite and the Procurement Agreement shall be a second priority security interest if and only if and only for so long as holders of Senior Secured Indebtedness hold a first priority security interest therein). Immediately following propertythe earlier of (i) receipt by the Collateral Agent of the Checkout Notice and (ii) payment in full in cash of all Obligations due and owing under this Agreement and the Notes or the day on which all of the Notes have been defeased in accordance with this Agreement, whether if no Default or Event of Default is continuing, the security interest in the Collateral evidenced by this Article X shall terminate and be of no further force and effect. (b) The Company shall have no right to transfer, pledge, sell, replace or otherwise dispose of any financial asset, cash or other property now owned or hereafter acquired comprising Collateral without the prior written consent of the Collateral Agent for so long as the security interest evidenced by NAI this Article X is in force and effect. If at any time the Collateral Agent shall receive any entitlement order from the Majority Holders (collectively and severally, the "COLLATERAL"): (a) All Cash Collateral, all Accounts, the Transition Account and all Certificates of Deposit issued from time to time and general intangibles arising therefrom or relating thereto (however, "general intangibles" as used in this clause shall not include any general intangibles not related to Cash Collateral, Accounts, the Transition Account or Certificates of Deposit issued from time to time, and thus will not includeincluding, without limitation, any intellectual property order directing the sale, transfer or redemption of NAI); and all documentsany financial asset relating to, instruments and agreements evidencing the same; and all extensions, renewals, modifications and replacements of the foregoing; and any interest or cash or other amounts payable in connection therewith; and (b) All proceeds of item credited to, Collateral), the foregoing (including whatever is receivable Collateral Agent shall comply with such entitlement order, without further consent by the Company or received when any other Person and the Company hereby irrevocably appoints the Collateral or proceeds is invested, sold, collected, exchanged, returned, substituted or otherwise disposed of, whether Agent as its attorney-in-fact as necessary to effect any such disposition is voluntary or involuntaryorder, including rights to payment and return premiums and insurance proceeds under insurance with respect to any Collateral, and all rights to payment with respect to any cause of action affecting or relating to the Collateral). The pledge, assignment and grant of a security interest made by NAI hereunder is for security of the Secured Obligations only; the parties to this Agreement do not intend that NAI's delivery of the Collateral to Agent as herein provided will constitute an advance payment filing of any Secured Obligations or liquidated damages, nor do claim under the parties intend that the Collateral increase the dollar amount of the Secured ObligationsInitial Insurance Policy.

Pledge and Grant of Security Interest. As security for In order to secure the Secured Obligations, NAI each Grantor hereby pledges and assigns to the Collateral Agent (for the ratable benefit of BNPLC the Secured Parties, and the Participants) and hereby grants to the Collateral Agent (for the ratable benefit of BNPLC and the Participants) Secured Parties, a continuing security interest and lien in and against to all of such Grantor’s right, title and interest of NAI in and to all of the following propertyfollowing, whether now owned or hereafter acquired by NAI such Grantor, wherever located and whether now or hereafter existing or arising (hereinafter collectively and severally, referred to as the "COLLATERAL"“Collateral”): (ai) All Cash Collateralall Equipment; (ii) such Grantor’s interest in (x) the Collateral Proceeds Account; (y) all cash monies, all Accounts, the Transition Account and all Certificates of Deposit issued from time to time and general intangibles arising therefrom or relating thereto (however, "general intangibles" as used in this clause shall not include any general intangibles not related to Cash Collateral, Accounts, the Transition Account or Certificates of Deposit issued from time to time, and thus will not include, without limitation, any intellectual property of NAI); and all documentsinvestment property, instruments and agreements evidencing financial assets held in the sameCollateral Proceeds Account; and (z) all extensionsCash Proceeds, renewals, modifications and replacements of whether or not held in the foregoing; and any interest or other amounts payable in connection therewithCollateral Proceeds Account; and (iii) all books and records (including computer materials and records) of such Grantor pertaining to any of its Collateral); and (iv) all Proceeds of the Collateral described in the foregoing clauses (i) through (iii); provided that notwithstanding the foregoing or anything herein to the contrary, in no event shall the Collateral include, or the Transaction Lien attach to, any Excluded Property; provided, however, the security interests and Liens granted hereunder shall attach to, and the “Collateral” shall automatically include any asset or property of a Grantor that ceases to be Excluded Property and would otherwise constitute Collateral hereunder, without further action by any Grantor or Secured Party. It is understood and agreed that the Collateral will not include any ABL Collateral. (b) All proceeds The Transaction Liens are granted as security only and shall not subject the Collateral Agent or any other Secured Party to, or transfer or in any way affect or modify, any obligation of the foregoing (including whatever is receivable or received when Collateral or proceeds is invested, sold, collected, exchanged, returned, substituted or otherwise disposed of, whether such disposition is voluntary or involuntary, including rights to payment and return premiums and insurance proceeds under insurance any Grantor with respect to any Collateral, and all rights to payment with respect to any cause of action affecting or relating to the Collateral). The pledge, assignment and grant of a security interest made by NAI hereunder is for security of the Secured Obligations only; the parties to this Agreement do not intend that NAI's delivery of the Collateral to Agent as herein provided will constitute an advance payment of or any Secured Obligations or liquidated damages, nor do the parties intend that the Collateral increase the dollar amount of the Secured Obligationstransaction in connection therewith.

Pledge and Grant of Security Interest. As security for the Secured prompt and complete payment and performance when due (whether at the stated maturity, by acceleration or otherwise) of the Obligations, NAI the Pledgor hereby assigns and pledges to the Collateral Agent for the benefit of the Trustee and assigns 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 BNPLC the Holders, a lien on and the Participants) and grants to Agent (for the ratable benefit of BNPLC and the Participants) a continuing first priority perfected security interest and lien in and against all of the Pledgor’s right, title and interest of NAI in in, to and to under the following property, whether now owned or hereafter acquired by NAI (collectively and severally, the "COLLATERAL"): : (a) All Cash Collateral(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) (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 Accountssecurity entitlements from time to time carried in the Collateral Account, the Transition Account all funds held therein and all Certificates of Deposit issued certificates and instruments, if any, from time to time representing or evidencing the Collateral Account, (d) all Collateral Investments (as hereinafter defined) from time to time and general intangibles arising therefrom all certificates and instruments, if any, representing or relating thereto 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 is carried, (howevere) all notes, "general intangibles" as used in this clause shall not include any general intangibles not related to Cash Collateralcertificates of deposit, Accountsdeposit accounts, the Transition Account or Certificates of Deposit issued checks and other instruments, if any, from time to timetime 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, (f) all interest, dividends, cash, instruments and thus will not includeother 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 (g) all proceeds of any and all of the foregoing Collateral (including, without limitation, any intellectual proceeds that constitute property of NAI); and the types described in clauses (a)-(f) of this Section 1.3) and, to the extent not otherwise included, all documents(i) payments under insurance (whether or not the Trustee is the loss payee thereof) or any indemnity, instruments and agreements evidencing the same; and all extensionswarranty or guaranty, renewals, modifications and replacements payable by reason of the foregoing; and any interest loss or other amounts payable in connection therewith; and (b) All proceeds of the foregoing (including whatever is receivable or received when Collateral or proceeds is invested, sold, collected, exchanged, returned, substituted damage to or otherwise disposed of, whether such disposition is voluntary or involuntary, including rights to payment and return premiums and insurance proceeds under insurance with respect to any Collateral, of the foregoing Collateral and (ii) cash proceeds of any and all rights of the foregoing Collateral (such property described in clauses (a) through (g) 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 with respect to any cause of action affecting or relating all amounts that constitute part of the Obligations and would be owed by the Pledgor to the Collateral). The pledgeTrustee under the Notes, assignment the Indenture, this Pledge Agreement and grant any other transaction documents related thereto but for the fact that they are unenforceable or not allowable due to the existence of a security interest made by NAI hereunder is for security of bankruptcy, reorganization or similar proceeding involving the Secured Obligations only; the parties to this Agreement do not intend that NAI's delivery of the Collateral to Agent as herein provided will constitute an advance payment of any Secured Obligations or liquidated damages, nor do the parties intend that the Collateral increase the dollar amount of the Secured ObligationsPledgor.

Pledge and Grant of Security Interest. As collateral security for to secure the Secured full and prompt payment when due (whether at stated maturity, by acceleration or otherwise) of the Obligations, NAI each Borrower hereby pledges and assigns to Agent (the Collateral Agent, for the ratable benefit of BNPLC and the Participants) and grants to Agent (for the ratable benefit of BNPLC and the Participants) Lenders, a continuing possessory Lien and security interest and lien in and against all of the right, title and interest of NAI such Borrower in and to the following propertyInterest Escrow Account, whether now owned or hereafter acquired by NAI (collectively and severallyin all funds deposited therein, the "COLLATERAL"): (a) All Cash Collateral, in all Accounts, the Transition Account and all Certificates of Deposit issued investments from time to time and general intangibles arising therefrom or relating thereto (however, "general intangibles" as used in this clause shall not include any general intangibles not related to Cash Collateral, Accounts, the Transition Account or Certificates of Deposit issued from time to timetherein, and thus will not include, without limitation, in all cash and non-cash proceeds of any intellectual property of NAI); and all documents, instruments and agreements evidencing the same; and all extensions, renewals, modifications and replacements of the foregoing; and any interest or other amounts payable in connection therewith; and (b) All proceeds of the foregoing (including whatever is receivable 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 principal of and interest on the Loans made under the Credit Agreement, (ii) all other obligations and indebtedness of each Borrower to the Lenders now existing or received when 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 Collateral Agent in order to preserve the Collateral (as hereinafter defined) or proceeds is investedto preserve its security interest in the Collateral, sold(iv) in the event of any proceeding for the collection or enforcement of any indebtedness, collectedobligations or liabilities of any Borrower referred to in clauses (i), exchanged(ii) or (iii) above, returnedafter an Event of Default shall have occurred and be continuing, substituted the reasonable expenses of retaking, holding, preparing for sale or lease, selling or otherwise disposed of, whether such disposition is voluntary disposing of or involuntary, including rights to payment and return premiums and insurance proceeds under insurance with respect to any realizing on the Collateral, and all rights to payment with respect to or of any cause of action affecting or relating to the Collateral). The pledge, assignment and grant of a security interest made exercise by NAI hereunder is for security of the Secured Obligations only; the parties to this Agreement do not intend that NAI's delivery of the Collateral 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 Agent as herein provided will constitute an advance payment of any Secured Obligations or liquidated damages, nor do which such Indemnitee has the parties intend that the Collateral increase the dollar amount of the Secured Obligationsright to reimbursement under Section 9 hereof.

Pledge and Grant of Security Interest. As security for the Secured Obligations, NAI hereby pledges and assigns to Agent (for the ratable benefit of BNPLC and the Participants) and grants to Agent (for the ratable benefit of BNPLC and the Participants) a continuing security interest and lien in and against all right, title and interest of NAI in and to the following property, whether now owned or hereafter acquired by NAI (collectively and severally, the "COLLATERAL"): (a) All Cash Collateral, all Accounts, the Transition Account and all Certificates of Deposit issued from time to time and general intangibles arising therefrom or relating thereto (however, "general intangibles" as used in this clause shall not include any general intangibles not related to Cash Collateral, Accounts, the Transition Account or Certificates of Deposit issued from time to time, and thus will not include, without limitation, any intellectual property of NAI); and all documents, instruments and agreements evidencing the same; and all extensions, renewals, modifications and replacements of the foregoing; and any interest or other amounts payable in connection therewith; and (b) All proceeds of the foregoing (including whatever is receivable or received when Collateral or proceeds is invested, sold, collected, exchanged, returned, substituted or otherwise disposed of, whether such disposition is voluntary or involuntary, including rights to payment and return premiums and insurance proceeds under insurance with respect to any Collateral, and all rights to payment with respect to any cause of action affecting or relating to the Collateral). The pledge, assignment and grant of a security interest made by NAI hereunder is for security of the Secured Obligations only; the parties to this Agreement do not intend that NAI's delivery of the Collateral to Agent as herein provided will constitute an advance payment of any Secured Obligations or liquidated damages, nor do the parties intend that the Collateral increase the dollar amount of the Secured Obligations.proceeds

Pledge and Grant of Security Interest. As collateral security for the Secured prompt and complete payment and performance when due of all of the Obligations, NAI the Borrower hereby pledges and assigns to Agent (for the ratable benefit of BNPLC and the Participants) and grants to Agent (for the ratable benefit of BNPLC and the Participants) Secured Party, a continuing security interest in, and lien in and against Lien on, all of the Borrower's right, title and interest of NAI in and to the following property, whether now owned or hereafter acquired by NAI (collectively and severallycollectively, the "COLLATERAL"): (a) All Cash Collateral, ): all Accounts, Goods, Documents, Chattel Paper, Deposit Accounts, Inventory, Equipment, Contracts, General Intangibles (other than the Transition Account Franchise Agreement and Licenses), certificates of title, fixtures, credits, claims, demands, assets and other personal property of Borrower, whether now owned, existing, hereafter acquired, held, used, or sold to the extent that any such items are located at, or used solely in the ownership or operation of, the Pledged Store, and any other property, rights and interests of the Borrower which at any time relate to, arise out of or in connection with the foregoing or which shall come into the possession or custody or under the control of the Secured Party or any of its agents, representatives, associates or correspondents, in connection with the foregoing, any and all Certificates of Deposit issued from time to time additions and general intangibles arising therefrom or relating thereto (howeveraccessions, "general intangibles" as used in this clause shall not include any general intangibles not related to Cash Collateralreplacements, Accounts, the Transition Account or Certificates of Deposit issued from time to timesubstitutions, and thus will not includeimprovements, without limitation, any intellectual property of NAI); or to all the foregoing and all documentsproducts, instruments rents, profits, offspring, and agreements evidencing Proceeds thereof subject to restrictions or limitations on pledge or assignment of such Collateral contained in any existing Property lease that have not been waived, subordinated or released by the same; and all extensions, renewals, modifications and replacements landlord of such lease pursuant to an estoppel or other similar agreement. Without limiting the generality of the foregoing; and any interest or other , this Agreement also secures the payment of all amounts payable in connection therewith; and (b) All proceeds which constitute part of the foregoing (including whatever is receivable or received when Collateral or proceeds is invested, sold, collected, exchanged, returned, substituted or otherwise disposed of, whether such disposition is voluntary or involuntary, including rights to payment Obligations and return premiums and insurance proceeds under insurance with respect to any Collateral, and all rights to payment with respect to any cause of action affecting or relating would be owed by the Borrower to the Collateral). The pledge, assignment and grant Secured Party but for the fact they are unenforceable or not allowable due to the existence of a security interest made by NAI hereunder is for security of bankruptcy, reorganization or similar proceeding involving the Secured Obligations only; the parties to this Agreement do not intend that NAI's delivery of the Collateral to Agent as herein provided will constitute an advance payment of any Secured Obligations or liquidated damages, nor do the parties intend that the Collateral increase the dollar amount of the Secured ObligationsBorrower.

Pledge and Grant of Security Interest. As security for the Secured Obligations, NAI Specialty Laboratories hereby pledges and assigns to Agent (for the ratable benefit of BNPLC BNPPLC and the Participants) and grants to Agent (for the ratable benefit of BNPLC BNPPLC and the Participants) a continuing security interest and lien in and against all right, title and interest of NAI Specialty Laboratories in and to the following property, whether now owned or hereafter acquired by NAI Specialty Laboratories (collectively and severally, the "COLLATERALCollateral"): (a) All Cash Collateral, all Accounts, Accounts and the Transition Account and all Certificates of Deposit issued from time to time and general intangibles arising therefrom or relating thereto (however, "general intangibles" as used in this clause shall not include any general intangibles not related to Cash Collateral, Accounts, Accounts or the Transition Account or Certificates of Deposit issued from time to timeAccount, and thus will not include, without limitation, any intellectual property of NAISpecialty Laboratories); and all documents, instruments and agreements evidencing the same; and all extensions, renewals, modifications and replacements of the foregoing; and any interest or other amounts payable in connection therewith; and (b) All proceeds of the foregoing (including whatever is receivable or received when Collateral or proceeds is invested, sold, collected, exchanged, returned, substituted or otherwise disposed of, whether such disposition is voluntary or involuntary, including rights to payment and return premiums and insurance proceeds under insurance with respect to any Collateral, and all rights to payment with respect to any cause of action affecting or relating to the Collateral). The pledge, assignment and grant of a security interest made by NAI Specialty Laboratories hereunder is for security of the Secured Obligations only; the parties to this Agreement do not intend that NAI's Specialty Laboratories' delivery of the Collateral to Agent as herein provided will constitute an advance payment of any Secured Obligations or liquidated damages, nor do the parties intend that the Collateral increase the dollar amount of the Secured Obligations.