Reporting Period


    
      

    

     

     

     

    FORM
      OF
      PLEDGE AGREEMENT

     

    among

     

    RCN
      CORPORATION,

     

    CERTAIN
      SUBSIDIARIES OF RCN CORPORATION

     

    and

     

    DEUTSCHE
      BANK TRUST COMPANY AMERICAS,

    as
      FIRST-LIEN COLLATERAL AGENT

     

    
      
        

      

    

    Dated
      as
      of May 30, 2006

    
      

    

     

     

    
 

    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    


    PLEDGE
      AGREEMENT

     

    PLEDGE
      AGREEMENT (as amended, modified, restated and/or supplemented from time to
      time,
      this “Agreement”),
      dated
      as of May 30, 2006, among each of the undersigned pledgors (each, a
“Pledgor”
and,
      together with any other entity that becomes a pledgor hereunder pursuant to
      Section 30 hereof, the “Pledgors”)
      and
      Deutsche Bank Trust Company Americas, as collateral agent (the “First-Lien
      Collateral Agent”
and
      together with any successor collateral agent, the “Pledgee”),
      for
      the benefit of the Secured Creditors referred to below. Except as otherwise
      defined herein, all capitalized terms used herein and defined in the Credit
      Agreement referred to below shall be used herein as therein
      defined.

     

    W 
      I  T  N  E  S 
S  E  T H
      :

     

    WHEREAS,
      RCN Corporation (the “Borrower”),
      the
      lenders from time to time party thereto (the “Lenders”),
      and
      Deutsche Bank Trust Company Americas, as administrative agent (together with
      any
      successor administrative agent, the “Administrative
      Agent”),
      have
      entered into a First-Lien Credit Agreement, dated as of May 30, 2006 (as
      amended, modified, restated and/or supplemented from time to time, the
“Credit
      Agreement”),
      providing for the making of Loans to, and the issuance of, and participation
      in,
      Letters of Credit for the account of, the Borrower, all as contemplated therein
      (the Lenders, each Issuing Lender, the Administrative Agent, the First-Lien
      Collateral Agent, each other Agent and the Pledgee are herein called the
“Lender
      Creditors”);

     

    WHEREAS,
      the Borrower and/or one or more of its Subsidiaries may at any time and from
      time to time enter into one or more Interest Rate Protection Agreements or
      Other
      Hedging Agreements with one or more Lenders or any affiliate thereof (each
      such
      Lender or affiliate, even if the respective Lender subsequently ceases to be
      a
      Lender under the Credit Agreement for any reason, together with such Lender’s or
      affiliate’s successors and assigns, if any, collectively, the “Other
      Creditors”
and,
      together with the Lender Creditors, the “Secured
      Creditors”);

     

    WHEREAS,
      pursuant to the Subsidiaries Guaranty, each Subsidiary Guarantor has jointly
      and
      severally guaranteed to the Secured Creditors the payment when due of all
      Guaranteed Obligations as described therein;

     

    WHEREAS,
      it is a condition precedent to the making of Loans to the Borrower and the
      issuance of, and participation in, Letters of Credit for the account of the
      Borrower under the Credit Agreement and to the Other Creditors entering into
      Interest Rate Protection Agreements and Other Hedging Agreements that each
      Pledgor shall have executed and delivered to the Pledgee this Agreement;
      and

     

    WHEREAS,
      each Pledgor will obtain benefits from the incurrence of Loans by the Borrower
      and the issuance of, and participation in, Letters of Credit for the account
      of
      the Borrower under the Credit Agreement and the entering into by the Borrower
      and/or one or more of its Subsidiaries of Interest Rate Protection Agreements
      or
      Other Hedging Agreements and, accordingly, desires to execute this Agreement
      in
      order to satisfy the condition described in the preceding paragraph and to
      induce the Lenders to make Loans to the Borrower and issue, and/or participate
      in, Letters of Credit for the account of the Borrower and the Other Creditors
      to
      enter into Interest Rate Protection Agreements or Other Hedging Agreements
      with
      the Borrower and/or one or more of its Subsidiaries;

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    NOW,
      THEREFORE, in consideration of the foregoing and other benefits accru-ing to
      each Pledgor, the receipt and sufficiency of which are hereby acknowledged,
      each
      Pledgor hereby makes the following representations and warranties to the Pledgee
      for the benefit of the Secured Creditors and hereby covenants and agrees with
      the Pledgee for the benefit of the Secured Creditors as follows:

     

    1.
        SECURITY
      FOR OBLIGATIONS.
      This
      Agreement is made by each Pledgor for the benefit of the Secured Creditors
      to
      secure:

     

    (i)  the
      full
      and prompt payment when due (whether at stated maturity, by acceleration or
      otherwise) of all obligations, liabilities and indebtedness (including, without
      limita-tion, principal, premium, interest (including, without limitation, all
      interest that accrues after the commencement of any case, proceeding or other
      action relating to the bankruptcy, insolvency, reorganization or similar
      proceeding of any Pledgor or any Subsidiary thereof at the rate provided for
      in
      the respective documentation, whether or not a claim for post-petition interest
      is allowed in any such proceeding), reimbursement obligations under Letters
      of
      Credit, fees, costs and indemnities) of such Pledgor owing to the Lender
      Creditors, whether now existing or here-after incurred under, arising out of,
      or
      in connection with, the Credit Agreement and the other Credit Documents to
      which
      such Pledgor is a party (including, in the case of each Pledgor that is a
      Guarantor, all such obligations, liabilities and indebt-ed-ness of such Pledgor
      under its Guaranty) and the due per-formance and compliance by such Pledgor
      with
      all of the terms, conditions and agreements contained in the Credit Agreement
      and in such other Credit Documents (all such obli-gations, liabilities and
      indebtedness under this clause (i), except to the extent consisting of
      obliga-tions, liabilities or indebted-ness with respect to Interest Rate
      Protection Agreements or Other Hedging Agreements, entitled to the benefits
      of
      this Agreement being herein collec-tively called the “Credit
      Document Obligations”);

     

    (ii)  the
      full
      and prompt payment when due (whether at stated maturity, by acceleration or
      otherwise) of all obligations, liabilities and indebtedness (including, without
      limitation, all interest that accrues after the commencement of any case,
      proceeding or other action relating to the bankruptcy, insolvency,
      reorganization or similar proceeding of any Pledgor at the rate provided for
      in
      the respective documentation, whether or not a claim for post-petition interest
      is allowed in any such proceeding) owing by such Pledgor to the Other Creditors
      now existing or hereafter incurred under, arising out of or in connection with
      any Interest Rate Protection Agreement or Other Hedging Agreement, whether
      such
      Interest Rate Protection Agreement or Other Hedging Agreement is now in
      existence or hereinafter arising (including, in the case of a Pledgor that
      is a
      Guarantor, all obligations, liabilities and indebtedness of such Pledgor under
      its Guaranty in respect of the Interest Rate Protection Agreements and Other
      Hedging Agreements), and the due performance and compliance by such Pledgor
      with
      all of the terms, conditions and agreements contained in each such Interest
      Rate
      Protection Agreement and Other Hedging Agreement (all such obligations,
      liabilities and indebtedness under this clause (ii) being herein collectively
      called the “Other
      Obligations”);
      provided
      that if
      at any time the aggregate notional amount of all outstanding Interest Rate
      Protection Agreements and Other Hedging Agreements exceeds the Maximum Hedging
      Obligations Notional Amount, then amounts owing with respect to such excess
      shall not constitute Other Obligations hereunder; provided however
      that, if
      at the time of the entering into of any Interest Rate Protection Agreement
      or
      Other Hedging Agreement the respective Other Creditors obtained an officer’s
      certificate of the Borrower or a representation by the Borrower that the
      aggregate notional amount thereof when added to the aggregate notional amount
      of
      all other then outstanding Interest Rate Protection Agreements and Other Hedging
      Agreements which constitute Other Obligations hereunder, shall not or would
      not
      exceed the Maximum Hedging Obligations Notional Amount, then such Interest
      Rate
      Protection Agreement or Other Hedging Agreement, as the case may be (and all
      obligations thereunder as described above), shall constitute Other Obligations
      for all purposes hereof notwithstanding the fact that the Maximum Hedging
      Obligations Notional Amount has actually been exceeded;

     

    
      
        
        

      

      
        Page
          2

        
          

        

      

      
        
        

      

    

     

    (iii)  any
      and
      all sums advanced by the Pledgee in order to preserve the Collateral or preserve
      its security interest in the Collateral;

     

    (iv)  in
      the
      event of any proceeding for the collection or enforcement of any indebted-ness,
      obligations or liabilities of such Pledgor referred to in clauses (i) and (ii)
      above, after an Event of Default shall have occurred and be continuing, the
      reasonable expenses of retaking, holding, preparing for sale or lease, selling
      or otherwise disposing of or realizing on the Collateral, or of any exercise
      by
      the Pledgee of its rights hereunder, together with reasonable attorneys’ fees
      and court costs; 

     

    (v)  all
      amounts paid by any Indemnitee as to which such Indemnitee has the right to
      reimbursement under Section 11 of this Agreement; and

     

    (vi)  all
      amounts owing to any Agent or any of its affiliates pursuant to any of the
      Credit Documents in its capacity as such;

     

    all
      such
      obligations, liabilities, indebtedness, sums and expenses set forth in clauses
      (i) through (vi) of this Section 1 being herein collectively called the
“Obligations”,
      it
      being acknowledged and agreed that the “Obligations” shall include extensions of
      credit of the types described above, whether outstanding on the date of this
      Agreement or extended from time to time after the date of this
      Agreement.

     

    2.
        DEFINITIONS.
      (a)
      Unless
      otherwise defined herein, all capitalized terms used herein and defined in
      the
      Credit Agreement shall be used herein as therein defined. Reference to singular
      terms shall include the plural and vice versa.

     

    (b)  The
      following capitalized terms used herein shall have the definitions specified
      below:

     

    “Administrative
      Agent”
shall
      have the meaning set forth in the recitals hereto. 

     

    
      
        
        

      

      
        Page
          3

        
          

        

      

      
        
        

      

    

     

    “Adverse
      Claim”
shall
      have the meaning given such term in Section 8-102(a)(1) of the UCC.

     

    “Agreement”
shall
      have the meaning set forth in the first paragraph hereof.

     

    “Borrower”
shall
      have the meaning set forth in the recitals hereto.

     

    “Certificated
      Security”
shall
      have the meaning given such term in Section 8-102(a)(4) of the UCC.

     

    “Clearing
      Corporation”
shall
      have the meaning given such term in Section 8-102(a)(5) of the UCC.

     

    “Collateral”
shall
      have the meaning set forth in Section 3.1 hereof.

     

    “Collateral
      Accounts”
shall
      mean any and all accounts established and maintained by the Pledgee in the
      name
      of any Pledgor to which Collateral may be credited.

     

    “Credit
      Agreement”
shall
      have the meaning set forth in the recitals hereto.

     

    “Credit
      Document Obligations”
shall
      have the meaning set forth in Section 1(i) hereof.

     

    “Domestic
      Corporation”
shall
      mean any corporation or similar entity organized under the laws of the United
      States, any State or territory thereof or the District of Columbia.

     

    “Event
      of Default”
shall
      mean any Event of Default under, and as defined in, the Credit Agreement and
      shall in any event include, without limitation, any payment default on any
      of
      the Obligations after the expiration of any applicable grace
      period.

     

    “Exempted
      Foreign Entity”
shall
      mean any Foreign Corporation and any limited liability company organized under
      the laws of a jurisdiction other than the United States or any State or
      Territory thereof that, in any such case, is treated as a corporation or an
      association taxable as a corporation for U.S. Federal income tax
      purposes.

     

    “Financial
      Asset”
shall
      have the meaning given such term in Section 8-102(a)(9) of the UCC.

     

    “Foreign
      Corporation”
shall
      mean any corporation or similar entity organized under the laws of any
      jurisdiction other than the United States, any State or territory thereof or
      the
      District of Columbia.

     

    “Indemnitees”
shall
      have the meaning set forth in Section 11 hereof.

     

    “Instrument”
shall
      have the meaning given such term in Section 9-102(a)(47) of the
      UCC.

     

    “Investment
      Property”
shall
      have the meaning given such term in Section 9-102(a)(49) of the
      UCC.

     

    
      
        
        

      

      
        Page
          4

        
          

        

      

      
        
        

      

    

     

    “Lender
      Creditors”
shall
      have the meaning set forth in the recitals hereto.

     

    “Lenders”
shall
      have the meaning set forth in the recitals hereto.

     

    “Limited
      Liability Company Assets”
shall
      mean all assets, whether tangible or intang-ible and whether real, personal
      or
      mixed (including, without limitation, all limited liability com-pany capital
      and
      interest in other limited liability companies), at any time owned by any Pledgor
      and represented by any Limited Liability Company Interest.

     

    “Limited
      Liability Company Interests”
shall
      mean the entire limited liability company membership interest at any time owned
      by any Pledgor in any limited liability company.

     

    “Location”
of
      any
      Pledgor has the meaning given such term in Section 9-307 of the
      UCC.

     

    “Maximum
      Hedging Obligations Notional Amount”
shall
      mean an aggregate notional amount equal to $325,000,000.

     

    “Non-Voting
      Equity Interests”
shall
      mean all Equity Interests of any Person which are not Voting Equity
      Interests.

     

    “Notes”
shall
      mean all promissory notes, including all intercompany notes at any time issued
      to any Pledgor.

     

    “Obligations”
shall
      have the meaning set forth in Section 1 hereof.

     

    “Other
      Creditors”
shall
      have the meaning set forth in the recitals hereto.

     

    “Other
      Obligations”
shall
      have the meaning set forth in Section 1(ii) hereof.

     

    “Partnership
      Assets”
shall
      mean all assets, whether tangible or intangible and whether real, personal
      or
      mixed (including, without limitation, all partnership capital and interest
      in
      other partnerships), at any time owned by any Pledgor and represented by any
      Partnership Interest.

     

    “Partnership
      Interest”
shall
      mean the entire general partnership interest or limited partnership interest
      at
      any time owned by any Pledgor in any general partnership or limited
      partnership.

     

    “Pledged
      Notes”
shall
      mean all Notes at any time pledged or required to be pledged
      hereunder.

     

    “Pledgee”
shall
      have the meaning set forth in the first paragraph hereof.

     

    “Pledgor”
shall
      have the meaning set forth in the first paragraph hereof.

     

    “Proceeds”
shall
      have the meaning given such term in Section 9-102(a)(64) of the
      UCC.

     

    
      
        
        

      

      
        Page
          5

        
          

        

      

      
        
        

      

    

     

    “Registered
      Organization”
shall
      have the meaning given such term in Section 9-102(a)(70) of the
      UCC.

     

    “Required
      Secured Creditors”
shall
      have the meaning provided in the Security Agreement.

     

    “Secured
      Creditors”
shall
      have the meaning set forth in the recitals hereto.

     

    “Secured
      Debt Agreements”
shall
      mean (x) this Agreement, (y) the other Credit Documents and (z) the Interest
      Rate Protection Agreements and Other Hedging Agreements entered into with any
      Other Creditors.

     

    “Securities
      Account”
shall
      have the meaning given such term in Section 8-501(a) of the UCC.

     

    “Securities
      Act”
shall
      mean the Securities Act of 1933, as amended, as in effect from time to
      time.

     

    “Securities
      Intermediary”
shall
      have the meaning given such term in Section 8-102(14) of the UCC.

     

    “Security”
shall
      have the meaning given such term in Section 8-102(a)(15) of the UCC and shall
      in
      any event also include all Stock and all Notes.

     

    “Security
      Entitlement”
shall
      have the meaning given such term in Section 8-102(a)(17) of the
      UCC.

     

    “Specified
      Default”
shall
      have the meaning set forth in Section 5 hereof.

     

    “Stock”
shall
      mean all of the issued and outstanding shares of capital stock or similar equity
      interests of any Domestic Corporation or Foreign Corporation at any time owned
      by any Pledgor.

     

    “Termination
      Date”
shall
      have the meaning set forth in Section 20 hereof.

     

    “Transmitting
      Utility”
has
      the
      meaning given such term in Section 9-102(a)(80) of the UCC.

     

    “UCC”
shall
      mean the Uniform Commercial Code as in effect in the State of New York from
      time to time; provided
      that all
      references herein to specific Sections or subsections of the UCC are references
      to such Sections or subsections, as the case may be, of the Uniform Commercial
      Code as in effect in the State of New York on the date hereof.

     

    “Uncertificated
      Security”
shall
      have the meaning given such term in Section 8-102(a)(18) of the
      UCC.

     

    “Voting
      Equity Interests”
of
      any
      Person shall mean all classes of Equity Interests of such Person entitled to
      vote.

     

    
      
        
        

      

      
        Page
          6

        
          

        

      

      
        
        

      

    

     

    3.
        PLEDGE
      OF
      SECURITIES, ETC.

     

    3.1
        Pledge.  To
      secure the Obligations now or hereafter owed or to be performed by such Pledgor,
      each Pledgor does hereby grant, pledge and assign to the Pledgee for the benefit
      of the Secured Creditors, and does hereby create a continuing security interest
      (subject only to those Liens permitted to exist with respect to the Collateral
      pursuant to the terms of all Secured Debt Agreements then in effect) in favor
      of
      the Pledgee for the benefit of the Secured Creditors in, all of its right,
      title
      and interest in and to the following, whether now existing or hereafter from
      time to time acquired (collectively, the “Collateral”):

     

    (a)  each
      of
      the Collateral Accounts (to the extent a security interest therein is not
      created pursuant to the Security Agreement), including any and all assets of
      whatever type or kind deposited by such Pledgor in any such Collateral Account,
      whether now owned or hereafter acquired, existing or arising, including, without
      limitation, all Financial Assets, Investment Property, monies, checks, drafts,
      Instruments, Securities or interests therein of any type or nature deposited
      or
      required by the Credit Agreement or any other Secured Debt Agreement to be
      deposited in such Collateral Account, and all investments and all certificates
      and other Instruments (including depository receipts, if any) from time to
      time
      represent-ing or evidencing the same, and all dividends, interest,
      distributions, cash and other property from time to time received, receivable
      or
      otherwise distributed in respect of or in exchange for any or all of the
      foregoing; 

     

    (b)  all
      Securities owned or held by such Pledgor from time to time and all options
      and
      warrants owned by such Pledgor from time to time to purchase
      Securities;

     

    (c)  all
      Limited Liability Company Interests owned by such Pledgor from time to time
      and
      all of its right, title and interest in each limited liability company to which
      each such Limited Liability Company Interest relates, including,
      without
      limitation, to the fullest extent permitted under the terms and provisions
      of
      the documents and agreements governing such Limited Liability Company Interests
      and applicable law:

     

    (A)  all
      its
      capital therein and its interest in all profits, income, surpluses, losses,
      Limited Liability Company Assets and other distributions to which such Pledgor
      shall at any time be entitled in respect of such Limited Liability Company
      Interests;

     

    (B)  all
      other
      payments due or to become due to such Pledgor in respect of Limited Liability
      Company Interests, whether under any limited liability com-pany agreement or
      otherwise, whether as contractual obligations, damages, insur-ance proceeds
      or
      otherwise;

     

    (C)  all
      of
      its claims, rights, powers, privileges, authority, options, secur-ity interests,
      liens and remedies, if any, under any limited liability company agree-ment
      or
      operating agreement, or at law or otherwise in respect of such Limited Liability
      Company Interests;

     

    
      
        
        

      

      
        Page
          7

        
          

        

      

      
        
        

      

    

     

    (D)  all
      present and future claims, if any, of such Pledgor against any such limited
      liability company for monies loaned or advanced, for services ren-dered or
      otherwise;

     

    (E)  all
      of
      such Pledgor’s rights under any limited liability company agree-ment or
      operating agreement or at law to exercise and enforce every right, power,
      remedy, authority, option and privilege of such Pledgor relating to such Limited
      Liability Company Interests, including any power to terminate, cancel or modify
      any such limited liability company agreement or operating agreement, to execute
      any instruments and to take any and all other action on behalf of and in the
      name of any of such Pledgor in respect of such Limited Liability Company
      Interests and any such limited liability company, to make determinations, to
      exercise any election (includ-ing, but not limited to, election of remedies)
      or
      option or to give or receive any notice, consent, amendment, waiver or approval,
      together with full power and authority to demand, receive, enforce, collect
      or
      receipt for any of the foregoing or for any Limited Liability Company Asset,
      to
      enforce or execute any checks, or other instruments or orders, to file any
      claims and to take any action in connection with any of the foregoing;
      and

     

    (F)  all
      other
      property hereafter delivered in substitution for or in addi-tion to any of
      the
      foregoing, all certificates and instruments representing or evi-denc-ing such
      other property and all cash, securities, interest, dividends, rights and other
      property at any time and from time to time received, receivable or otherwise
      distributed in respect of or in exchange for any or all thereof;

     

    (d)  all
      Partnership Interests owned by such Pledgor from time to time and all of its
      right, title and interest in each partnership to which each such Partnership
      Interest relates, including, without limitation, to the fullest extent permitted
      under the terms and provisions of the documents and agreements governing such
      Partnership Interests and applicable law:

     

    (A)  all
      its
      capital therein and its interest in all profits, income, surpluses, losses,
      Partnership Assets and other distributions to which such Pledgor shall at any
      time be entitled in respect of such Partnership Interests;

     

    (B)  all
      other
      payments due or to become due to such Pledgor in respect of Partnership
      Interests, whether under any partnership agreement or otherwise, whether as
      contractual obligations, damages, insurance proceeds or otherwise;

     

    (C)  all
      of
      its claims, rights, powers, privileges, authority, options, security interests,
      liens and remedies, if any, under any partnership agreement or oper-at-ing
      agreement, or at law or otherwise in respect of such Partnership
      Interests;

     

    (D)  all
      present and future claims, if any, of such Pledgor against any such partnership
      for monies loaned or advanced, for services rendered or otherwise;

     

    
      
        
        

      

      
        Page
          8

        
          

        

      

      
        
        

      

    

     

    (E)  all
      of
      such Pledgor’s rights under any partnership agreement or operating agreement or
      at law to exercise and enforce every right, power, remedy, authority, option
      and
      privilege of such Pledgor relating to such Partnership Interests, including
      any
      power to terminate, cancel or modify any partnership agreement or operating
      agreement, to execute any instruments and to take any and all other action
      on
      behalf of and in the name of such Pledgor in respect of such Partnership
      Interests and any such partnership, to make determinations, to exercise any
      election (including, but not limited to, election of remedies) or option or
      to
      give or receive any notice, consent, amendment, waiver or approval, together
      with full power and authority to demand, receive, enforce, collect or receipt
      for any of the foregoing or for any Partnership Asset, to enforce or execute
      any
      checks, or other instruments or orders, to file any claims and to take any
      action in connection with any of the foregoing; and

     

    (F)  all
      other
      property hereafter delivered in substitution for or in addition to any of the
      foregoing, all certificates and instruments representing or evidencing such
      other property and all cash, securities, interest, dividends, rights and other
      property at any time and from time to time received, receivable or otherwise
      distributed in respect of or in exchange for any or all thereof;

     

    (e)  all
      Financial Assets and Investment Property owned by such Pledgor from time to
      time;

     

    (f)  all
      Security Entitlements owned by such Pledgor from time to time in any and all
      of
      the foregoing; and

     

    (g)  all
      Proceeds of any and all of the foregoing.

     

    Notwithstanding
      anything to the contrary contained herein, no Pledgor shall be required at
      any
      time to pledge hereunder more than 65% of the Voting Equity Interest of any
      Foreign Corporation; provided
      that
      each Pledgor shall be required to pledge hereunder 100% of any Non-Voting Equity
      Interest at any time and from time to time acquired by such Pledgor of any
      Foreign Corporation.

     

    3.2
        Procedures.
      (a) To
      the extent that any Pledgor at any time or from time to time owns, acquires
      or
      obtains any right, title or interest in any Collateral, such Collateral shall
      auto-matically (and without the taking of any action by such Pledgor) be pledged
      pursu-ant to Section 3.1 of this Agreement and, in addition thereto, such
      Pledgor shall (to the extent provided below) take the following actions as
      set
      forth below (as promptly as practicable and, in any event, within 10 days after
      it obtains such Collateral) for the benefit of the Pledgee and the other Secured
      Creditors:

     

    (i)  with
      respect to a Certificated Security (other than a Certificated Security credited
      on the books of a Clearing Corporation or Securities Intermediary), such Pledgor
      shall physically deliver such Certificated Security to the Pledgee, endorsed
      to
      the Pledgee or endorsed in blank;

     

    
      
        
        

      

      
        Page
          9

        
          

        

      

      
        
        

      

    

     

    (ii)  with
      respect to an Uncertificated Security (other than an Uncertificated Security
      credited on the books of a Clearing Corporation or Securities Intermediary),
      such Pledgor shall cause the issuer of such Uncertificated Security to duly
      authorize, execute, and deliver to the Pledgee, an agreement for the benefit
      of
      the Pledgee and the other Secured Creditors substantially in the form of Annex
      H
      hereto (appropri-ately completed to the satisfaction of the Pledgee and with
      such modifications, if any, as shall be satisfactory to the Pledgee) pursu-ant
      to which such issuer agrees to comply with any and all instructions originated
      by the Pledgee in accordance with this Agreement without further con-sent by
      the
      registered owner and not to comply with instructions regarding such
      Uncertificated Security (and any Partnership Interests and Limited Liability
      Company Interests issued by such issuer) originated by any other Person other
      than a court of competent jurisdiction;

     

    (iii)  with
      respect to a Certificated Security, Uncertificated Security, Partnership
      Interest or Limited Liability Company Interest credited on the books of a
      Clearing Corporation or Securities Intermediary (including a Federal Reserve
      Bank, Participants Trust Company or The Depository Trust Company), such Pledgor
      shall promptly notify the Pledgee thereof and shall promptly take (x) all
      actions required (i) to comply with the applicable rules of such Clearing
      Corporation or Securities Intermediary and (ii) to perfect the security interest
      of the Pledgee under applicable law (including, in any event, under Sections
      9-314(a), (b) and (c), 9-106 and 8-106(d) of the UCC) and (y) such other actions
      as the Pledgee reasonably deems necessary or desirable to effect the
      foregoing;

     

    (iv)  with
      respect to a Partnership Interest or a Limited Liability Company Interest (other
      than a Partnership Interest or Limited Liability Company Interest credited
      on
      the books of a Clearing Corporation or Securities Intermediary), (1) if such
      Partnership Interest or Limited Liability Company Interest is represented by
      a
      certificate and is a Security for purposes of the UCC, the procedure set forth
      in Section 3.2(a)(i) hereof, and (2) if such Partnership Interest or Limited
      Liability Company Interest is not represented by a certificate or is not a
      Security for purposes of the UCC, the procedure set forth in Section 3.2(a)(ii)
      hereof;

     

    (v)  with
      respect to any Note, physical delivery of such Note to the Pledgee, endorsed
      in
      blank, or, at the request of the Pledgee, endorsed to the Pledgee;
      and

     

    (vi)  with
      respect to cash proceeds from any of the Collateral described in Section 3.1
      hereof, (i) establishment by the Pledgee of a cash account in the name of such
      Pledgor over which the Pledgee shall have “control” within the meaning of the
      UCC and at any time any Event of Default is in existence no withdrawals or
      transfers may be made therefrom by any Person except with the prior written
      consent of the Pledgee and (ii) deposit of such cash in such cash
      account.

     

    (b)  
      In
      addition to the actions required to be taken pursuant to Section 3.2(a) hereof,
      each Pledgor shall take the following additional actions with respect to the
      Collateral:

     

    (i)  with
      respect to all Collateral of such Pledgor whereby or with respect to which
      the
      Pledgee may obtain “control” thereof within the meaning of Section 8-106 of the
      UCC (or under any provision of the UCC as same may be amended or supplemented
      from time to time, or under the laws of any relevant State other than the State
      of New York), such Pledgor shall take all actions as may be reasonably
      requested from time to time by the Pledgee so that “control” of such Collateral
      is obtained and at all times held by the Pledgee; and

     

    
      
        
        

      

      
        Page
          10

        
          

        

      

      
        
        

      

    

     

    (ii)  each
      Pledgor shall from time to time cause appropriate financing statements (on
      appropriate forms) under the Uniform Commercial Code as in effect in the various
      relevant States, covering all Collateral hereunder (with the form of such
      financing statements to be satisfactory to the Pledgee), to be filed in the
      rele-vant filing offices so that at all times the Pledgee’s security interest in
      all Investment Property and other Collateral which can be perfected by the
      filing of such financing statements (in each case to the maximum extent
      perfection by filing may be obtained under the laws of the relevant States,
      including, without limitation, Section 9-312(a) of the UCC) is so
      perfected.

     

    3.3
        Subsequently
      Acquired Collateral.  If
      any Pledgor shall acquire (by purchase, stock dividend, distribution or
      otherwise) any additional Collateral at any time or from time to time after
      the
      date hereof, (i) such Collateral shall automatically (and without any further
      action being required to be taken) be subject to the pledge and security
      interests created pursuant to Section 3.1 hereof and, furthermore, such Pledgor
      will thereafter take (or cause to be taken) all action (as promptly as
      practicable and, in any event, within 10 days after it obtains such Collateral)
      with respect to such Collateral in accordance with the procedures set forth
      in
      Section 3.2 hereof, and will promptly thereafter deliver to the Pledgee (x)
      a
      certificate executed by an authorized officer of such Pledgor describing such
      Collateral and certifying that the same has been duly pledged in favor of the
      Pledgee (for the benefit of the Secured Creditors) hereunder and (y)
      supple-ments to Annexes A through G hereto as are necessary to cause such
      Annexes to be com-plete and accurate at such time. Notwithstanding the
      foregoing, no Pledgor shall be required to pledge hereunder the equity interests
      of any Exempted Foreign Entity.

     

    3.4
        Transfer
      Taxes.
      Each
      pledge of Collateral under Section 3.1 or Section 3.3 hereof shall be
      accompanied by any transfer tax stamps required in connection with the pledge
      of
      such Collateral.

     

    3.5
        Certain
      Representations and Warranties Regarding the Collateral.
      Each
      Pledgor represents and warrants that on the date hereof: (i) each Subsidiary
      of
      such Pledgor, and the direct ownership thereof, is listed in Annex B hereto;
      (ii) the Stock (and any warrants or options to purchase Stock) held by such
      Pledgor consists of the number and type of shares of the stock (or warrants
      or
      options to purchase any stock) of the corporations as described in Annex C
      hereto; (iii) such Stock referenced in clause (ii) of this paragraph constitutes
      that percentage of the issued and outstanding capital stock of the issuing
      corporation as is set forth in Annex C hereto; (iv) the Notes held by such
      Pledgor con-sist of the promissory notes described in Annex D hereto where
      such
      Pledgor is listed as the lender; (v) the Limited Liability Company Interests
      held by such Pledgor consist of the number and type of interests of the Persons
      described in Annex E hereto; (vi) each such Limited Liability Company Interest
      referenced in clause (v) of this paragraph constitutes that percentage of the
      issued and outstanding equity interest of the issuing Person as set forth in
      Annex E hereto; (vii) the Partnership Interests held by such Pledgor consist
      of
      the number and type of interests of the Persons described in Annex F hereto;
      (viii) each such Partnership Interest referenced in clause (vii) of this
      paragraph constitutes that percentage or portion of the entire partnership
      interest of the Partnership as set forth in Annex F hereto; (ix) the exact
      address of each chief executive office of such Pledgor is listed on Annex G
      hereto; (x) the Pledgor has complied with the respec-tive procedure set forth
      in
      Section 3.2(a) hereof with respect to each item of Collateral described in
      Annexes C through F hereto; and (xi) on the date hereof, such Pledgor owns
      no
      other Securities, Stock, Notes, Limited Liability Company Interests or
      Partnership Interests.

     

    
      
        
        

      

      
        Page
          11

        
          

        

      

      
        
        

      

    

     

    4.
        APPOINTMENT
      OF SUB-AGENTS; ENDORSEMENTS, ETC. The
      Pledgee shall have the right to appoint one or more sub-agents for the purpose
      of retaining physical possession of the Collateral, which may be held (in the
      discretion of the Pledgee) in the name of the relevant Pledgor, endorsed or
      assigned in blank or in favor of the Pledgee or any nominee or nominees of
      the
      Pledgee or a sub-agent appointed by the Pledgee.

     

    5.
        VOTING,
      ETC., WHILE NO EVENT OF DEFAULT OR SPECIFIED DEFAULT.
      Unless
      and until there shall have occurred and be continuing any Event of Default
      under
      the Credit Agreement or a Default under Section 10.01 or 10.05 of the Credit
      Agreement (each such Default, a “Specified
      Default”),
      each
      Pledgor shall be entitled to exercise any and all voting and other consensual
      rights pertaining to the Collateral owned by it, and to give consents, waivers
      or ratifications in respect thereof; provided
      that, in
      each case, no vote shall be cast or any consent, waiver or ratification given
      or
      any action taken or omitted to be taken which would violate, result in a breach
      of any covenant contained in, or be inconsistent with any of the terms of any
      Secured Debt Agreement, or which could reasonably be expected to have the effect
      of impairing the value of the Collateral or any part thereof or the position
      or
      interests of the Pledgee or any other Secured Creditor in the Collateral, unless
      expressly permitted by the terms of the Secured Debt Agreements. All such rights
      of each Pledgor to vote and to give consents, waivers and ratifications shall
      cease in case an Event of Default has occurred and is continuing, and Section
      7
      hereof shall become applicable.

     

    6.
        DIVIDENDS
      AND OTHER DISTRIBUTIONS.
      Unless
      and until there shall have occurred and be continuing an Event of Default,
      all
      cash dividends, cash distributions, cash Proceeds and other cash amounts payable
      in respect of the Collateral shall be paid to the respective Pledgor. The
      Pledgee shall be entitled to receive directly, and to retain as part of the
      Collateral:

     

    (i)  all
      other
      or additional stock, notes, certificates, limited liability company interests,
      partner-ship interests, instruments or other securities or property (including,
      but not limited to, cash dividends other than as set forth above) paid or
      distributed by way of dividend or otherwise in respect of the
      Collateral;

     

    (ii)  all
      other
      or additional stock, notes, certificates, limited liability company interests,
      partner-ship interests, instruments or other securities or property (including,
      but not limited to, cash (although such cash may be paid directly to the
      respective Pledgor so long as no Event of Default then exists)) paid or
      distributed in respect of the Collateral by way of stock-split, spin-off,
      split-up, reclassification, combination of shares or similar rearrangement;
      and

     

    
      
        
        

      

      
        Page
          12

        
          

        

      

      
        
        

      

    

     

    (iii)  all
      other
      or additional stock, notes, certificates, limited liability company interests,
      partner-ship interests, instruments or other securities or property (including,
      but not limited to, cash) which may be paid in respect of the Colla-teral by
      reason of any consolidation, merger, exchange of stock, conveyance of assets,
      liquidation or similar corporate or other reorgani-zation.

     

    Nothing
      contained in this Section 6 shall limit or restrict in any way the Pledgee’s
      right to receive the proceeds of the Collateral in any form in accordance with
      Section 3 of this Agreement. All dividends, distributions or other payments
      which are received by any Pledgor contrary to the provisions of this Section
      6
      or Section 7 hereof shall be received in trust for the benefit of the Pledgee,
      shall be segregated from other property or funds of such Pledgor and shall
      be
      forthwith paid over to the Pledgee as Collateral in the same form as so received
      (with any necessary endorsement).

    


    7.
        REMEDIES
      IN CASE OF AN EVENT OF DEFAULT OR A SPECIFIED DEFAULT.
      (a) If
      there shall have occurred and be continuing an Event of Default, then and in
      every such case, the Pledgee shall be entitled to exercise all of the rights,
      powers and remedies (whether vested in it by this Agreement, any other Secured
      Debt Agreement or by law) for the protection and enforce-ment of its rights
      in
      respect of the Collateral, and the Pledgee shall be entitled to exercise all
      the
      rights and remedies of a secured party under the UCC as in effect in any
      relevant jurisdiction and also shall be entitled, without limitation, to
      exercise the fol-lowing rights, which each Pledgor hereby agrees to be
      commercially reasonable:

     

    (i)  to
      receive all amounts payable in respect of the Collateral otherwise payable
      under
      Section 6 hereof to the respective Pledgor;

     

    (ii)  to
      transfer all or any part of the Collateral into the Pledgee’s name or the name
      of its nominee or nominees;

     

    (iii)  to
      accelerate any Pledged Note which may be accelerated in accordance with its
      terms, and take any other lawful action to collect upon any Pledged Note
      (including, without limitation, to make any demand for payment
      thereon);

     

    (iv)  to
      vote
      (and exercise all rights and powers in respect of voting) all or any part of
      the
      Collateral (whether or not transferred into the name of the Pledgee) and give
      all consents, waivers and ratifications in respect of the Collateral and
      otherwise act with respect thereto as though it were the outright owner thereof
      (each Pledgor hereby irrevocably constituting and appointing the Pledgee the
      proxy and attorney-in-fact of such Pledgor, with full power of substitution
      to
      do so);

     

    (v)  at
      any
      time and from time to time to sell, assign and deliver, or grant options to
      purchase, all or any part of the Collateral, or any interest therein, at any
      public or private sale, without demand of performance, advertisement or notice
      of intention to sell or of the time or place of sale or adjournment thereof
      or
      to redeem or otherwise purchase or dispose (all of which are hereby waived
      by
      each Pledgor), for cash, on credit or for other property, for immediate or
      future delivery without any assumption of credit risk, and for such price or
      prices and on such terms as the Pledgee in its absolute discretion may
      determine, provided
      at least
      10 days’ written notice of the time and place of any such sale shall be given to
      the respective Pledgor. The Pledgee shall not be obligated to make any such
      sale
      of Collateral regardless of whether any such notice of sale has theretofore
      been
      given. Each Pledgor hereby waives and releases to the fullest extent permitted
      by law any right or equity of redemption with respect to the Collateral, whether
      before or after sale hereunder, and all rights, if any, of marshalling the
      Collateral and any other security or the Obligations or otherwise. At any such
      sale, unless prohibited by applicable law, the Pledgee on behalf of the Secured
      Creditors may bid for and purchase all or any part of the Collateral so sold
      free from any such right or equity of redemption. Neither the Pledgee nor any
      other Secured Creditor shall be liable for failure to collect or realize upon
      any or all of the Collateral or for any delay in so doing nor shall any of
      them
      be under any obligation to take any action whatsoever with regard thereto;
      and

     

    
      
        
        

      

      
        Page
          13

        
          

        

      

      
        
        

      

    

     

    (vi)  to
      set
      off any and all Collateral against any and all Obligations, and to withdraw
      any
      and all cash or other Collateral from any and all Collateral Accounts and to
      apply such cash and other Collateral to the payment of any and all
      Obligations.

     

    (b)     If
      there
      shall have occurred and be continuing a Specified Default, then and in every
      such case, the Pledgee shall be entitled to vote (and exercise all rights and
      powers in respect of voting) all or any part of the Collateral (whether or
      not
      transferred into the name of the Pledgee) and give all consents, waivers and
      ratifications in respect of the Collateral and otherwise act with respect
      thereto as though it were the outright owner thereof (each Pledgor hereby
      irrevocably constituting and appointing the Pledgee the proxy and
      attorney-in-fact of such Pledgor, with full power of substitution to do
      so).

    


    8.
        REMEDIES,
      CUMULATIVE, ETC. Each
      and
      every right, power and remedy of the Pledgee provided for in this Agreement
      or
      in any other Secured Debt Agreement, or now or hereafter existing at law or
      in
      equity or by statute shall be cumula-tive and concurrent and shall be in
      addition to every other such right, power or remedy. The exercise or beginning
      of the exer-cise by the Pledgee or any other Secured Creditor of any one or
      more
      of the rights, powers or remedies provided for in this Agreement or any other
      Secured Debt Agreement or now or here-after existing at law or in equity or
      by
      statute or otherwise shall not preclude the simultaneous or later exercise
      by
      the Pledgee or any other Secured Creditor of all such other rights, powers
      or
      remedies, and no failure or delay on the part of the Pledgee or any other
      Secured Creditor to exer-cise any such right, power or remedy shall operate
      as a
      waiver thereof. No notice to or demand on any Pledgor in any case shall entitle
      it to any other or further notice or demand in similar or other circumstances
      or
      constitute a waiver of any of the rights of the Pledgee or any other Secured
      Creditor to any other or further action in any circumstances without notice
      or
      demand. The Secured Creditors agree that this Agreement may be enforced only
      by
      the action of the Pledgee, in each case, acting upon the instructions of the
      Required Secured Creditors, and that no other Secured Creditor shall have any
      right individually to seek to enforce or to enforce this Agreement or to realize
      upon the security to be granted hereby, it being understood and agreed that
      such
      rights and remedies may be exercised by the Pledgee for the benefit of the
      Secured Creditors upon the terms of this Agreement and the Security Agreement.
      

     

    
      
        
        

      

      
        Page
          14

        
          

        

      

      
        
        

      

    

     

    9.
        APPLICATION
      OF PROCEEDS.
      (a)
      All
      monies collected by the Pledgee upon any sale or other disposition of the
      Collateral pursuant to the terms of this Agreement, together with all other
      monies received by the Pledgee hereunder, shall be applied in the manner
      provided in the Security Agreement. 

     

    (b)  It
      is
      understood and agreed that each Pledgor shall remain jointly and severally
      liable with respect to its Obligations to the extent of any deficiency between
      the amount of the proceeds of the Collateral pledged by it hereunder and the
      aggregate amount of such Obligations.

     

    10.
        PURCHASERS
      OF COLLATERAL.
      Upon
      any sale of the Collateral by the Pledgee hereunder (whether by virtue of the
      power of sale herein granted, pursuant to judicial process or otherwise), the
      receipt of the Pledgee or the officer making such sale shall be a sufficient
      discharge to the purchaser or purchasers of the Collateral so sold, and such
      purchaser or purchasers shall not be obligated to see to the application of
      any
      part of the purchase money paid over to the Pledgee or such officer or be
      answerable in any way for the misapplication or nonapplication
      thereof.

     

    11.
        INDEMNITY.
       Each
      Pledgor jointly and severally agrees (i) to indemnify, reimburse and hold
      harmless the Pledgee and each other Secured Creditor and their respective
      successors, assigns, employees, agents and affiliates (individually an
“Indemnitee”,
      and
      collectively, the “Indemnitees”)
      from
      and against any and all obligations, damages, injuries, penalties, claims,
      demands, losses, judgments and liabilities (including, without limitation,
      liabilities for penalties) of whatsoever kind or nature, and (ii) to reimburse
      each Indemnitee for all reasonable costs, expenses and disbursements, including
      reasonable attorneys’ fees and expenses, in each case arising out of or
      resulting from this Agreement or the exercise by any Indemnitee of any right
      or
      remedy granted to it hereunder or under any other Secured Debt Agreement (but
      excluding any obligations, damages, injuries, penalties, claims, demands,
      losses, judgments and liabilities (including, without limitation, liabilities
      for penalties) or expenses of whatsoever kind or nature to the extent incurred
      or arising by reason of gross negligence or willful misconduct of such
      Indemnitee (as determined by a court of competent jurisdiction in a final and
      non-appealable decision)). In no event shall the Pledgee hereunder be liable,
      in
      the absence of gross negligence or willful misconduct on its part (as determined
      by a court of competent jurisdiction in a final and non-appealable decision),
      for any matter or thing in connection with this Agreement other than to account
      for monies or other property actually received by it in accordance with the
      terms hereof. If and to the extent that the obligations of any Pledgor under
      this Section 11 are unenforceable for any reason, such Pledgor hereby agrees
      to
      make the max-imum contribution to the payment and satisfaction of such
      obligations which is permissible under applicable law. The indemnity obligations
      of each Pledgor contained in this Section 11 shall continue in full force and
      effect notwithstanding the full payment of all the Obligations and the
      termination of all Interest Rate Protection Agreements and Other Hedging
      Agreements and Letters of Credit, and notwithstanding the discharge
      thereof.

     

    12.
        PLEDGEE
      NOT A PARTNER OR LIMITED LIABILITY COMPANY MEMBER.
      (a)
      Nothing
      herein shall be construed to make the Pledgee or any other Secured Creditor
      liable as a member of any limited liability company or as a partner of any
      partnership and neither the Pledgee nor any other Secured Creditor by virtue
      of
      this Agreement or otherwise (except as referred to in the following sentence)
      shall have any of the duties, obligations or liabilities of a member of any
      limited liability company or as a partner in any partnership. The parties hereto
      expressly agree that, unless the Pledgee shall become the absolute owner of
      Collateral consisting of a Limited Liability Company Interest or a Partnership
      Interest pursuant hereto, this Agreement shall not be construed as creating
      a
      partnership or joint venture among the Pledgee, any other Secured Creditor,
      any
      Pledgor and/or any other Person.

     

    
      
        
        

      

      
        Page
          15

        
          

        

      

      
        
        

      

    

     

    (b)  Except
      as
      provided in the last sentence of paragraph (a) of this Section 12, the Pledgee,
      by accepting this Agreement, did not intend to become a member of any limited
      liability company or a partner of any partnership or otherwise be deemed to
      be a
      co-venturer with respect to any Pledgor, any limited liability company,
      partnership and/or any other Person either before or after an Event of Default
      shall have occurred. The Pledgee shall have only those powers set forth herein
      and the Secured Creditors shall assume none of the duties, obligations or
      liabilities of a member of any limited liability company or as a partner of
      any
      partnership or any Pledgor except as provided in the last sentence of paragraph
      (a) of this Section 12.

     

    (c)  The
      Pledgee and the other Secured Creditors shall not be obligated to perform or
      discharge any obligation of any Pledgor as a result of the pledge hereby
      effected.

     

    (d)  The
      acceptance by the Pledgee of this Agreement, with all the rights, powers,
      privileges and authority so created, shall not at any time or in any event
      obligate the Pledgee or any other Secured Creditor to appear in or defend any
      action or proceeding relating to the Collateral to which it is not a party,
      or
      to take any action hereunder or thereunder, or to expend any money or incur
      any
      expenses or perform or discharge any obligation, duty or liability under the
      Collateral.

     

    13.
        FURTHER
      ASSURANCES; POWER-OF-ATTORNEY.
      (a)
      Each
      Pledgor shall, at its own expense, file and refile under the UCC or other
      applicable law such financing statements, continuation statements and other
      documents, in form reasonably acceptable to the Pledgee, in such filing offices
      as the Pledgee (acting on its own or on the instructions of the Required Secured
      Creditors) may reasonably deem necessary or appropriate and wherever required
      or
      permitted by law in order to perfect and preserve the Pledgee’s security
      interest in the Collateral hereunder and hereby authorizes the Pledgee to file
      financing statements and amendments thereto relative to all or any part of
      the
      Collateral (including, without limitation, financing statements which list
      the
      Collateral specifically and/or “all assets” as collateral) without the signature
      of such Pledgor where permitted by law, and agrees to do such further acts
      and
      to execute and deliver to the Pledgee such additional convey-ances, assignments,
      agreements and instruments as the Pledgee may rea-son-ably require or deem
      advisable to carry into effect the purposes of this Agreement or to further
      assure and confirm unto the Pledgee its rights, powers and remedies hereunder
      or
      thereunder.

     

    (b)  Each
      Pledgor hereby constitutes and appoints the Pledgee its true and lawful
      attorney-in-fact, irrevocably, with full authority in the place and stead of
      such Pledgor and in the name of such Pledgor or otherwise, from time to time
      after the occurrence and during the continuance of an Event of Default, in
      the
      Pledgee’s discretion, to act, require, demand, receive and give acquittance for
      any and all monies and claims for monies due or to become due to such Pledgor
      under or arising out of the Collateral, to endorse any checks or other
      instruments or orders in connection therewith and to file any claims or take
      any
      action or institute any proceedings and to execute any instrument which the
      Pledgee may deem necessary or advisable to accomplish the purposes of this
      Agreement, which appointment as attorney is coupled with an
      interest.

     

    
      
        
        

      

      
        Page
          16

        
          

        

      

      
        
        

      

    

     

    14.
        THE
      PLEDGEE AS FIRST-LIEN COLLATERAL AGENT.
      The
      Pledgee will hold in accordance with this Agreement all items of the Collateral
      at any time received under this Agreement. It is expressly understood,
      acknowledged and agreed by each Secured Creditor that by accepting the benefits
      of this Agreement each such Secured Creditor acknowledges and agrees that the
      obligations of the Pledgee as holder of the Collateral and interests therein
      and
      with respect to the disposition thereof, and otherwise under this Agreement,
      are
      only those expressly set forth in this Agreement and in Section 12 of the Credit
      Agreement. The Pledgee shall act hereunder on the terms and conditions set
      forth
      herein and in Section 12 of the Credit Agreement.

     

    15.
        TRANSFER
      BY THE PLEDGORS.
      Except
      as permitted (i) prior to the date all Credit Document Obligations have been
      paid in full and all Commitments under the Credit Agreement have been
      terminated, pursuant to the Credit Agreement, and (ii) thereafter, pursuant
      to
      the other Secured Debt Agreements, no Pledgor will sell or other-wise dispose
      of, grant any option with respect to, or mortgage, pledge or otherwise encumber
      any of the Collateral or any interest therein.

     

    16.
        REPRESENTATIONS,
      WARRANTIES AND COVENANTS OF THE PLEDGORS.
      (a)  Each
      Pledgor represents, warrants and covenants as to itself and each of its
      Subsidiaries that:

     

    (i)  it
      is the
      legal, beneficial and record owner of, and has good and marketable title to,
      all
      of its Collateral consisting of one or more Securities, Partnership Interests
      and Limited Liability Company Interests and that it has sufficient interest
      in
      all of its Collateral in which a security interest is purported to be created
      hereunder for such security interest to attach (subject, in each case, to no
      pledge, lien, mortgage, hypothe-cation, security interest, charge, option,
      Adverse Claim or other encumbrance whatsoever, except the liens and security
      interests created by this Agreement or permitted under the Secured Debt
      Agreements); 

     

    (ii)  it
      has
      full power, authority and legal right to pledge all the Collateral pledged
      by it
      pursuant to this Agreement; 

     

    (iii)  this
      Agreement has been duly authorized, executed and delivered by such Pledgor
      and
      constitutes a legal, valid and binding obligation of such Pledgor enforceable
      against such Pledgor in accordance with its terms, except to the extent that
      the
      enforce-ability thereof may be limited by applicable bank-ruptcy, insolvency,
      reorganization, mora-torium or other similar laws affecting creditors’ rights
      generally and by general equitable principles (regardless of whether enforcement
      is sought in equity or at law); 

     

    (iv)  except
      to
      the extent already obtained or made and except for filings of financing
      statements on Form UCC-1 (which shall be made no later than 10 days following
      the Initial Borrowing Date), no consent of any other party (in-cluding, without
      limitation, any stockholder, partner, member or creditor of such Pledgor or
      any
      of its Subsidiaries) and no consent, license, permit, approval or
      authori-za-tion of, exemption by, notice or report to, or registration, filing
      or declaration with, any govern-mental authority is required to be obtained
      by
      such Pledgor in connection with (a) the execution, delivery or performance
      of
      this Agreement by such Pledgor, (b) the validity or enforceability of this
      Agreement against such Pledgor, (c) the perfection or enforce-ability of the
      Pledgee’s security interest in such Pledgor’s Collateral or (d) except for
      compliance with or as may be required by applicable securities laws, the
      exercise by the Pledgee of any of its rights or remedies provided herein;


     

    
      
        
        

      

      
        Page
          17

        
          

        

      

      
        
        

      

    

     

    (v)  neither
      the execution, delivery or performance by such Pledgor of this Agreement, or
      any
      other Secured Debt Agreement to which it is a party, nor compliance by it with
      the terms and provisions hereof and thereof nor the con-sum-mation of the
      transactions contemplated therein: (i) will contravene any provi-sion of any
      applicable law, statute, rule or regulation, or any applicable order, writ,
      injunction or decree of any court, arbitrator or governmental instrumentality,
      domestic or foreign, applicable to such Pledgor; (ii) will violate or result
      in
      any breach of any of the terms, covenants, conditions or provi-sions of, or
      constitute a default under, or result in the creation or imposition of (or
      the
      obligation to create or impose) any Lien (except pursuant to the Security
      Documents) upon any of the properties or assets of such Pledgor or any of its
      Subsidiaries pur-suant to the terms of any indenture, material lease, material
      mortgage, material deed of trust, credit agreement, loan agree-ment or any
      other
      material agreement, contract or other instrument to which such Pledgor or any
      of
      its Subsidiaries is a party or is otherwise bound, or by which it or any of
      its
      properties or assets is bound or to which it may be subject; or (iii) will
      violate any provision of the certificate of incorporation, by-laws, certificate
      of part-nership, partnership agreement, certificate of formation or limited
      liability company agreement (or equivalent organizational documents), as the
      case may be, of such Pledgor or any of its Subsidiaries; 

     

    (vi)  all
      of
      such Pledgor’s Collateral (consisting of Securities, Limited Liability Company
      Interests and Partnership Interests) has been duly and validly issued, is fully
      paid and non-assessable and is subject to no options to purchase or similar
      rights;

     

    (vii)  each
      of
      such Pledgor’s Pledged Notes constitutes, or when executed by the obligor
      thereof will constitute, the legal, valid and binding obligation of such
      obligor, enforceable in accordance with its terms, except to the extent that
      the
      enforceability thereof may be limited by applicable bankruptcy, insolvency,
      reorganization, moratorium or other similar laws affecting creditors’ rights
      generally and by general equitable principles (regardless of whether enforcement
      is sought in equity or at law); 

     

    (viii)  the
      pledge, collateral assignment and delivery to the Pledgee of such Pledgor’s
      Collateral consisting of Certificated Securities and Pledged Notes pursuant
      to
      this Agreement creates a valid and per-fected first priority security interest
      in such Certificated Securities and Pledged Notes, and the proceeds thereof,
      subject to no prior Lien or encumbrance or to any agreement purporting to grant
      to any third party a Lien or encumbrance on the property or assets of such
      Pledgor which would include the Securities (other than the liens and security
      interests permitted under the Secured Debt Agreements then in effect) and the
      Pledgee is entitled to all the rights, priorities and benefits afforded by
      the
      UCC or other relevant law as enacted in any relevant jurisdiction to perfect
      security interests in respect of such Collateral; and

     

    
      
        
        

      

      
        Page
          18

        
          

        

      

      
        
        

      

    

     

    (ix)  “control”
      (as defined in Section 8-106 of the UCC) has been obtained by the Pledgee over
      all of such Pledgor’s Collateral consisting of Securities (including, without
      limitation, Notes which are Securities) with respect to which such “control” may
      be obtained pursuant to Section 8-106 of the UCC, except to the extent that
      the
      obligation of the applicable Pledgor to provide the Pledgee with “control” of
      such Collateral has not yet arisen under this Agreement; provided
      that in
      the case of the Pledgee obtaining “control” over Collateral consisting of a
      Security Entitlement, such Pledgor shall have taken all steps in its control
      so
      that the Pledgee obtains “control” over such Security Entitlement.

     

    (b)  Each
      Pledgor covenants and agrees that it will defend the Pledgee’s right, title and
      security interest in and to such Pledgor’s Collateral and the proceeds thereof
      against the claims and demands of all persons whomsoever; and each Pledgor
      covenants and agrees that it will have like title to and right to pledge any
      other property at any time hereafter pledged to the Pledgee by such Pledgor
      as
      Collateral hereunder and will likewise defend the right thereto and security
      interest therein of the Pledgee and the other Secured Creditors.

     

    (c)  Each
      Pledgor covenants and agrees that it will take no action which would violate
      any
      of the terms of any Secured Debt Agreement.

     

    (d)  Each
      Pledgor hereby authorizes the First-Lien Collateral Agent to make duplicate
      filings as if such Pledgor is a Transmitting Utility, or alternatively, as
      if
      such Pledgor is a Person which is not a Transmitting Utility.

     

    17.
        LEGAL
      NAMES; TYPE OF ORGANIZATION (AND WHETHER A REGISTERED ORGANIZATION);
      JURISDICTION OF ORGANIZATION; LOCATION; ORGANIZATIONAL IDENTIFICATION NUMBERS;
      CHANGES THERETO; ETC. The
      exact
      legal name of each Pledgor, the type of organization of such Pledgor, whether
      or
      not such Pledgor is a Registered Organization, the jurisdiction of organization
      of such Pledgor, such Pledgor’s Location and the organizational identification
      number (if any) of each Pledgor is listed on Annex A hereto for such Pledgor.
      No
      Pledgor shall change its legal name, its type of organization, its status as
      a
      Registered Organization (in the case of a Registered Organization), its
      jurisdiction of organi-zation, its Location, or its organizational
      identification number (if any), except that any such changes shall be permitted
      (so long as not in violation of the applicable requirements of the Secured
      Debt
      Agreements and so long as same do not involve (x) a Registered Organization
      ceasing to constitute same or (y) any Pledgor changing its jurisdiction of
      organization or Location from the United States or a State thereof to a
      jurisdiction of organization or Location, as the case may be, outside the United
      States or a State thereof) if (i) it shall have given to the Pledgee not less
      than 15 days’ prior written notice of each change to the information listed on
      Annex A (as adjusted for any subsequent changes thereto previously made in
      accor-dance with this sentence), together with a supplement to Annex A which
      shall correct all infor-ma-tion contained therein for such Pledgor, and (ii)
      in
      connection with the respective such change or changes, it shall have taken
      all
      action reasonably requested by the Pledgee to maintain the security interests
      of
      the Pledgee in the Collateral intended to be granted hereby at all times fully
      perfected and in full force and effect. In addition, to the extent that any
      Pledgor does not have an organizational identification number on the date hereof
      and later obtains one, such Pledgor shall promptly thereafter deliver a
      notification to the Pledgee of such organizational identification number and
      shall take all actions reasonably satisfac-tory to the Pledgee to the extent
      necessary to maintain the security interest of the Pledgee in the Collateral
      intended to be granted hereby fully perfected and in full force and
      effect.

     

    
      
        
        

      

      
        Page
          19

        
          

        

      

      
        
        

      

    

     

    18.
        PLEDGORS’
      OBLIGATIONS ABSOLUTE, ETC. The
      obligations of each Pledgor under this Agreement shall be absolute and
      unconditional and shall remain in full force and effect without regard to,
      and
      shall not be released, suspended, discharged, terminated or otherwise affected
      by, any circumstance or occurrence whatsoever (other than termination of this
      Agreement pursuant to Section 20 hereof), including, without limitation:


     

    (i)  
      any
      renewal, extension, amendment or modification of, or addition or supplement
      to
      or deletion from, any Secured Debt Agreement (other than this Agreement in
      accordance with its terms), or any other instrument or agreement referred to
      therein, or any assignment or transfer of any thereof; 

     

    (ii)  any
      waiver, consent, extension, indulgence or other action or inaction under or
      in
      respect of any such agreement or instrument including, without limitation,
      this
      Agreement (other than a waiver, consent or extension with respect to this
      Agreement in accordance with its terms); 

     

    (iii)  
      any
      furnishing of any additional security to the Pledgee or its assignee or any
      acceptance thereof or any release of any security by the Pledgee or its
      assignee;

     

    (iv)  any
      limitation on any party’s liability or obligations under any such instrument or
      agreement or any invalidity or unenforceability, in whole or in part, of any
      such instrument or agreement or any term thereof; or 

     

    (v)  any
      bankruptcy, insolvency, reorganization, composition, adjustment, dis-solu-tion,
      liquidation or other like proceeding relating to any Pledgor or any Subsidiary
      of any Pledgor, or any action taken with respect to this Agreement by any
      trustee or receiver, or by any court, in any such proceeding, whether or not
      such Pledgor shall have notice or knowledge of any of the
      foregoing.

     

    19.
        SALE
      OF
      COLLATERAL WITHOUT REGISTRATION.
      (a)
      If an
      Event of Default shall have occurred and be continuing and any Pledgor shall
      have received from the Pledgee a written request or requests that such Pledgor
      cause any registration, qualification or compliance under any federal or state
      securities law or laws to be effected with respect to all or any part of the
      Collateral consisting of Securities, Limited Liability Company Interests or
      Partnership Interests, such Pledgor as soon as practicable and at its expense
      will use its best efforts to cause such registration to be effected (and be
      kept
      effective) and will use its commercially reasonable efforts to cause such
      qualification and compliance to be effected (and be kept effective) as may
      be so
      requested and as would permit or facilitate the sale and distribution of such
      Collateral consisting of Securities, Limited Liability Company Interests or
      Partnership Interests, including, without limitation, registration under the
      Securities Act, as then in effect (or any similar statute then in effect),
      appropriate qualifications under applicable blue sky or other state secur-ities
      laws and appropriate compliance with any other governmental requirements;
provided,
      that
      the Pledgee shall furnish to such Pledgor such information regarding the Pledgee
      as such Pledgor may request in writing and as shall be required in connection
      with any such registration, qualification or compliance. Each Pledgor will
      cause
      the Pledgee to be kept reasonably advised in writing as to the progress of
      each
      such regis-tration, qualification or compliance and as to the completion
      thereof, will furnish to the Pledgee such number of prospectuses, offering
      circulars and other documents incident thereto as the Pledgee from time to
      time
      may reasonably request, and will indemnify, to the extent permitted by law,
      the
      Pledgee and all other Secured Creditors participating in the distribution of
      such Collateral consisting of Securities, Limited Liability Company Interests
      or
      Partnership Interests against all claims, losses, damages and liabilities caused
      by any untrue statement (or alleged untrue statement) of a material fact
      contained therein (or in any related registra-tion statement, notification
      or
      the like) or by any omission (or alleged omission) to state therein (or in
      any
      related registration statement, notification or the like) a material fact
      required to be stated therein or necessary to make the statements therein not
      misleading, except insofar as the same may have been caused by an untrue
      statement or omission based upon information furnished in writing to such
      Pledgor by the Pledgee or such other Secured Creditor expressly for use
      therein.

     

    
      
        
        

      

      
        Page
          20

        
          

        

      

      
        
        

      

    

     

    (b)  If
      at any
      time when the Pledgee shall determine to exercise its right to sell all or
      any
      part of the Collateral consisting of Securities, Limited Liability Company
      Interests or Partnership Interests pursuant to Section 7 hereof, and such
      Collateral or the part thereof to be sold shall not, for any reason whatsoever,
      be effectively registered under the Securities Act, as then in effect, the
      Pledgee may, in its sole and absolute discretion, sell such Collateral or part
      thereof by private sale in such manner and under such circumstances as the
      Pledgee may deem necessary or advisable in order that such sale may legally
      be
      effected without such registration. Without limiting the generality of the
      foregoing, in any such event the Pledgee, in its sole and absolute discretion
      (i) may proceed to make such private sale notwithstanding that a registration
      statement for the purpose of registering such Collateral or part thereof shall
      have been filed under such Securities Act, (ii) may approach and negotiate
      with
      a single possible purchaser to effect such sale, and (iii) may restrict such
      sale to a purchaser who will represent and agree that such purchaser is
      purchasing for its own account, for investment, and not with a view to the
      distribution or sale of such Collateral or part thereof. In the event of any
      such sale, the Pledgee shall incur no responsibility or liability for selling
      all or any part of the Collateral at a price which the Pledgee, in its sole
      and
      absolute discretion, may in good faith deem reasonable under the circum-stances,
      notwithstanding the possibility that a substantially higher price might be
      realized if the sale were deferred until the registration as
      aforesaid.

     

    20.
        TERMINATION;
      RELEASE.
      (a)
      On the
      Termination Date (as defined below), this Agreement shall terminate (provided
      that all indemnities set forth herein including, without limitation, in Section
      11 hereof shall survive any such termination) and the Pledgee, at the request
      and expense of such Pledgor, will execute and deliver to such Pledgor a proper
      instrument or instruments (including UCC termination statements) acknowledging
      the satisfaction and termination of this Agreement (including, without
      limitation, UCC termination statements and instruments of satisfaction,
      discharge and/or reconveyance), and will duly release from the security interest
      created hereby and assign, transfer and deliver to such Pledgor (without
      recourse and without any representation or warranty) such of the Collateral
      as
      may be in the possession of the Pledgee and as has not theretofore been sold
      or
      otherwise applied or released pursuant to this Agreement, together with any
      moneys at the time held by the Pledgee or any of its sub-agents hereunder and,
      with respect to any Collateral consisting of an Uncertificated Security, a
      Partnership Interest or a Limited Liability Company Interest (other than an
      Uncertificated Security, Partnership Interest or Limited Liability Company
      Interest credited on the books of a Clearing Corporation or Securities
      Intermediary), a termination of the agreement relating thereto executed and
      delivered by the issuer of such Uncertificated Security pursuant to Section
      3.2(a)(ii) or by the respective partnership or limited liability company
      pursuant to Section 3.2(a)(iv)(2). As used in this Agreement, “Termination
      Date”
shall
      mean the date upon which the Commitments under the Credit Agreement have been
      terminated and all Interest Rate Protection Agreements and Other Hedging
      Agreements entitled to the benefits of this Agreement have been terminated,
      no
      Letter of Credit or Note (as defined in the Credit Agreement) is outstanding
      (and all Loans have been paid in full), all Letters of Credit have been
      terminated, and all other Obligations (other than indemnities described in
      Section 11 hereof and described in Section 12.06 of the Credit Agreement, and
      any other indemnities set forth in any other Security Documents, in each case
      which are not then due and payable) then due and payable have been paid in
      full.

     

    
      
        
        

      

      
        Page
          21

        
          

        

      

      
        
        

      

    

     

    (b)  In
      the
      event that any part of the Collateral is sold or otherwise disposed of (to
      a
      Person other than a Credit Party) (x) at any time prior to the time at which
      all
      Credit Document Obligations have been paid in full and all Commitments and
      Letters of Credit under the Credit Agreement have been terminated, in connection
      with a sale or disposition permitted by Section 9.02 of the Credit Agreement
      or
      is otherwise released at the direction of the Required Lenders (or all the
      Lenders if required by Section 13.12 of the Credit Agreement) or (y) at any
      time
      thereafter, to the extent permitted by the other Secured Debt Agreements, and
      in
      the case of clauses (x) and (y), the proceeds of such sale or disposition (or
      from such release) are applied in accordance with the terms of the Credit
      Agreement or such other Secured Debt Agreement, as the case may be, to the
      extent required to be so applied, the Pledgee, at the request and expense of
      such Pledgor, will duly release from the security interest created hereby (and
      will execute and deliver such documentation, including termination or partial
      release statements and the like in connection therewith) and assign, transfer
      and deliver to such Pledgor (without recourse and without any representation
      or
      warranty) such of the Collateral as is then being (or has been) so sold or
      released and as may be in the possession of the Pledgee (or, in the case of
      Collateral held by any sub-agent designated pursuant to Section 4 hereto, such
      sub-agent) and has not theretofore been released pursuant to this
      Agreement.

     

    (c)  If
      the
      Borrower designates any of its Subsidiaries as a Unrestricted Subsidiary in
      accordance with Section 8.17 of the Credit Agreement and such Subsidiary is
      a
      Pledgor, then, so long as on or prior to such time such Unrestricted Subsidiary
      has been released from any and all Existing Second-Lien Security Documents
      or,
      if applicable, any and all security documentation related to any Permitted
      Refinancing Indebtedness in respect of the Existing Second-Lien Notes, the
      Pledgee, at the request and expense of the Borrower, shall release from the
      security interest created hereby the Collateral granted, pledged or assigned
      by
      such Subsidiary hereunder (and will execute such documentation, including
      termination or partial release statements and the like in connection therewith)
      and shall assign, transfer and deliver to such Subsidiary (without recourse
      and
      without any representation or warranty) such Collateral as may be in the
      possession of the Pledgee or any sub-agent designated pursuant to Section 4
      and
      has not theretofore been released pursuant to this agreement.

     

    
      
        
        

      

      
        Page
          22

        
          

        

      

      
        
        

      

    

     

    (d)  At
      any
      time that any Pledgor desires that Collateral be released as provided in the
      foregoing Section 20(a), (b) or (c), it shall deliver to the Pledgee (and the
      relevant sub-agent, if any, designated pursuant to Section 4 hereof) a
      certificate signed by an authorized officer of such Pledgor stating that the
      release of the respective Collateral is permitted pursuant to
      Section 20(a), (b) or (c) hereof. If reasonably requested by the Pledgee
      (although the Pledgee shall have no obligation to make any such request), the
      relevant Pledgor shall furnish appropriate legal opinions (from counsel,
      reasonably acceptable to the Pledgee) to the effect set forth in the immediately
      preceding sentence.

     

    (e)  The
      Pledgee shall have no liability whatsoever to any other Secured Creditor as
      the
      result of any release of Collateral by it in accordance with (or which the
      Pledgee in the absence of gross negligence and willful misconduct believes
      to be
      in accordance with) this Section 20.

     

    21.
        NOTICES,
      ETC. Except
      as
      otherwise specified herein, all notices, requests, demands or other
      communications to or upon the respective parties hereto shall be sent or
      delivered by mail, telegraph, telex, telecopy, cable or courier service and
      all
      such notices and communications shall, when mailed, telegraphed, telexed,
      telecopied, or cabled or sent by courier, be effective when deposited in the
      mails, delivered to the telegraph com-pany, cable company or over-night courier,
      as the case may be, or sent by telex or telecopier, except that notices and
      communications to the Pledgee or any Pledgor shall not be effective until
      received by the Pledgee or such Pledgor, as the case may be. All notices and
      other communications shall be in writing and addressed as follows:

     

    
      	
            	(a)	
              if
                to any Pledgor, at:

            


    

     

    c/o
      RCN
      Corporation

    196
      Van
      Buren Street

    Herndon,
      VA 20170

    Attention:
      Edward J. O’Hara, Treasurer

    Tel:
      (703) 434-8249

    Fax:
      (703) 434-8437

     

    with
      a
      copy to:

     

    RCN
      Corporation

    196
      Van
      Buren Street

    Herndon,
      VA 20170

    Attention:
      Benjamin R. Preston, General Counsel

    Tel:
      (703) 434-8440

    Fax:
      (703) 434-8461

     

    
      
         

      

      
        Page
          23

        
          

        

      

      
         

      

    

     

    
      	
            	(b)	
              if
                to the Pledgee, at:

            


    

     

    60
      Wall
      Street

    New
      York,
      New York 10005

    Attention:
      Anca Trifan

    Telephone
      No.: (212) 250-6159

    Telecopier
      No.: (212) 797-4347

     

    (c)  if
      to any
      Lender Creditor, either (x) to the Administrative Agent, at the address of
      the
      Administrative Agent specified in the Credit Agreement, or (y) at such address
      as such Lender Creditor shall have specified in the Credit Agreement;


     

    (d)  if
      to any
      Other Creditor, at such address as such Other Creditor shall have specified
      in
      writing to the Pledgors and the Pledgee;

     

    or
      at
      such other address or addressed to such other individual as shall have been
      furnished in writing by any Person described above to the party required to
      give
      notice hereunder.

     

    22.
        WAIVER;
      AMENDMENT.
      Except
      as provided in Sections 30 and 32 hereof, none of the terms and conditions
      of
      this Agreement may be changed, waived, modified or varied in any manner
      whatsoever except in accordance with the requirements specified in the Security
      Agreement.

     

    23.
        SUCCESSORS
      AND ASSIGNS.
      This
      Agreement shall create a continuing security interest in the Collateral and
      shall (i) remain in full force and effect, subject to release and/or termination
      as set forth in Section 20, (ii) be binding upon each Pledgor, its successors
      and assigns; provided,
      however,
      that no
      Pledgor shall assign any of its rights or obligations hereunder without the
      prior written consent of the Pledgee (with the prior written consent of the
      Required Secured Creditors), and (iii) inure, together with the rights and
      remedies of the Pledgee hereunder, to the benefit of the Pledgee, the other
      Secured Creditors and their respective successors, transferees and assigns.
      All
      agreements, statements, representations and warranties made by each Pledgor
      herein or in any certificate or other instrument delivered by such Pledgor
      or on
      its behalf under this Agreement shall be considered to have been relied upon
      by
      the Secured Creditors and shall survive the execution and delivery of this
      Agreement and the other Secured Debt Agreements regardless of any investigation
      made by the Secured Creditors or on their behalf.

     

    24.
        HEADINGS
      DESCRIPTIVE.
      The
      headings of the several Sections of this Agreement are inserted for convenience
      only and shall not in any way affect the meaning or construction of any
      provision of this Agreement.

     

    25.
        GOVERNING
      LAW; SUBMISSION TO JURISDICTION; VENUE; WAIVER OF JURY TRIAL. 
      (a)
      THIS
      AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE
      CONSTRUED IN ACCORDANCE WITH AND BE GOVERNED BY THE LAW OF THE STATE OF NEW
      YORK. ANY LEGAL ACTION OR PROCEEDING WITH RESPECT TO THIS AGREEMENT OR ANY
      OTHER
      CREDIT DOCUMENT MAY BE BROUGHT IN THE COURTS OF THE STATE OF NEW YORK OR OF
      THE
      UNITED STATES FOR THE SOUTHERN DISTRICT OF NEW YORK, IN EACH CASE WHICH ARE
      LOCATED IN THE COUNTY OF NEW YORK, AND, BY EXECUTION AND DELIVERY OF THIS
      AGREEMENT, EACH PLEDGOR HEREBY IRREVOCABLY ACCEPTS FOR ITSELF AND IN RESPECT
      OF
      ITS PROPERTY, GENERALLY AND UNCONDITIONALLY, THE NON-EXCLUSIVE JURISDICTION
      OF
      THE AFORESAID COURTS. EACH PLEDGOR HEREBY FURTHER IRREVOCABLY WAIVES ANY CLAIM
      THAT ANY SUCH COURTS LACK PERSONAL JURISDICTION OVER SUCH PLEDGOR, AND AGREES
      NOT TO PLEAD OR CLAIM IN ANY LEGAL ACTION OR PROCEEDING WITH RESPECT TO THIS
      AGREEMENT OR ANY OTHER CREDIT DOCUMENT BROUGHT IN ANY OF THE AFORESAID COURTS
      THAT ANY SUCH COURT LACKS PERSONAL JURISDICTION OVER SUCH PLEDGOR. EACH PLEDGOR
      FURTHER IRREVOCABLY CONSENTS TO THE SERVICE OF PROCESS OUT OF ANY OF THE
      AFOREMENTIONED COURTS IN ANY SUCH ACTION OR PROCEEDING BY THE MAILING OF COPIES
      THEREOF BY REGISTERED OR CERTIFIED MAIL, POSTAGE PREPAID, TO ANY SUCH PLEDGOR
      AT
      ITS ADDRESS FOR NOTICES AS PROVIDED IN SECTION 21 ABOVE, SUCH SERVICE TO BECOME
      EFFECTIVE 30 DAYS AFTER SUCH MAILING. EACH PLEDGOR HEREBY IRREVOCABLY WAIVES
      ANY
      OBJEC-TION TO SUCH SERVICE OF PROCESS AND FURTHER IRREVOCABLY WAIVES AND AGREES
      NOT TO PLEAD OR CLAIM IN ANY ACTION OR PROCEEDING COM-MENCED HEREUNDER OR UNDER
      ANY OTHER CREDIT DOCUMENT THAT SUCH SERVICE OF PROCESS WAS IN ANY WAY INVALID
      OR
      INEFFECTIVE. NOTHING HEREIN SHALL AFFECT THE RIGHT OF THE PLEDGEE UNDER THIS
      AGREEMENT, OR ANY SECURED CREDITOR, TO SERVE PROCESS IN ANY OTHER MANNER
      PERMITTED BY LAW OR TO COMMENCE LEGAL PROCEEDINGS OR OTHERWISE PROCEED AGAINST
      ANY PLEDGOR IN ANY OTHER JURISDICTION.

     

    
      
        
        

      

      
        Page
          24

        
          

        

      

      
        
        

      

    

     

    (b)  EACH
      PLEDGOR HEREBY IRREVOCABLY WAIVES ANY OBJEC-TION WHICH IT MAY NOW OR HEREAFTER
      HAVE TO THE LAYING OF VENUE OF ANY OF THE AFORESAID ACTIONS OR PROCEEDINGS
      ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR ANY OTHER CREDIT DOCUMENT
      BROUGHT IN THE COURTS REFERRED TO IN CLAUSE (a) ABOVE AND HEREBY FURTHER
      IRREVOCABLY WAIVES AND AGREES NOT TO PLEAD OR CLAIM IN ANY SUCH COURT THAT
      ANY
      SUCH ACTION OR PROCEEDING BROUGHT IN ANY SUCH COURT HAS BEEN BROUGHT IN AN
      INCONVENIENT FORUM.

     

    (c)  EACH
      OF
      THE PARTIES TO THIS AGREEMENT HEREBY IRREVO-CABLY WAIVES ALL RIGHT TO A TRIAL
      BY
      JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR RELATING TO
      THIS AGREEMENT, THE OTHER CREDIT DOCUMENTS OR THE TRANSACTIONS CONTEMPLATED
      HEREBY OR THEREBY.

     

    26.
        PLEDGORS’
      DUTIES.
      It is
      expressly agreed, anything herein contained to the contrary notwith-stand-ing,
      that each Pledgor shall remain liable to perform all of the obligations, if
      any,
      assumed by it with respect to the Collateral and the Pledgee shall not have
      any
      obli-gations or liabilities with respect to any Collateral by reason of or
      arising out of this Agreement, except for the safe-keep-ing of Collateral
      actually in Pledgor’s possession, nor shall the Pledgee be required or obligated
      in any manner to perform or fulfill any of the obligations of any Pledgor under
      or with respect to any Collateral.

     

    
      
        
        

      

      
        Page
          25

        
          

        

      

      
        
        

      

    

     

    27.
        COUNTERPARTS.
      This
      Agreement may be executed in any number of counter-parts and by the different
      parties hereto on separate counterparts, each of which when so executed and
      delivered shall be an original, but all of which shall together constitute
      one
      and the same instrument. A set of counterparts executed by all the parties
      hereto shall be lodged with each Pledgor and the Pledgee.

     

    28.
        SEVERABILITY.
      Any
      provision of this Agreement which is prohibited or unenforceable in any
      jurisdiction shall, as to such jurisdiction, be ineffective to the extent of
      such prohibition or unenforce-ability without invalidating the remaining
      provisions hereof, and any such prohibition or unenforceability in any
      jurisdiction shall not invalidate or render unenforceable such provision in
      any
      other jurisdiction.

     

    29.
        RECOURSE.
      This
      Agreement is made with full recourse to each Pledgor and pursuant to and upon
      all the representations, warranties, covenants and agreements on the part of
      such Pledgor contained herein and in the other Secured Debt Agreements and
      otherwise in writing in connection herewith or therewith.

     

    30.
        ADDITIONAL
      PLEDGORS.
      It is
      understood and agreed that any Subsidiary of the Borrower that is required
      to
      become a party to this Agreement after the date hereof pursuant to the
      requirements of the Credit Agreement or any other Credit Document, shall become
      a Pledgor hereunder by (x) executing a counterpart hereof and delivering same
      to
      the Pledgee or executing a joinder agreement and delivering same to the Pledgee,
      in each case as may be requested by (and in form and substance satisfactory
      to)
      the Pledgee, (y) delivering supplements to Annexes A through G, hereto as are
      necessary to cause such annexes to be complete and accurate with respect to
      such
      additional Pledgor on such date and (z) taking all actions as specified in
      this
      Agreement as would have been taken by such Pledgor had it been an original
      party
      to this Agreement, in each case with all documents required above to be
      delivered to the Pledgee and with all documents and actions required above
      to be
      taken to the reasonable satisfaction of the Pledgee.

     

    31.
        LIMITED
      OBLIGATIONS.
      It is
      the desire and intent of each Pledgor and the Secured Creditors that this
      Agreement shall be enforced against each Pledgor to the fullest extent
      permissible under the laws applied in each jurisdiction in which enforcement
      is
      sought. Notwithstanding anything to the contrary contained herein, in
      furtherance of the foregoing, it is noted that the obligations of each Pledgor
      constituting a Subsidiary Guarantor have been limited as provided in the
      Subsidiaries Guaranty.

     

    32.
        RELEASE
      OF PLEDGORS.
      If at
      any time all of the Equity Interests of any Pledgor owned by the Borrower or
      any
      of its Subsidiaries are sold (to a Person other than a Credit Party) in a
      transaction permitted pursuant to the Credit Agreement (and which does not
      violate the terms of any other Secured Debt Agreement then in effect), then
      such
      Pledgor shall be released as a Pledgor pursuant to this Agreement without any
      further action hereunder (it being understood that the sale of all of the Equity
      Interests in any Person that owns, directly or indirectly, all of the Equity
      Interests in any Pledgor shall be deemed to be a sale of all of the Equity
      Interests in such Pledgor for purposes of this Section), and the Pledgee is
      authorized and directed to execute and deliver such instruments of release
      as
      are reasonably satisfactory to it. At any time that the Borrower desires that
      a
      Pledgor be released from this Agreement as provided in this Section 32, the
      Borrower shall deliver to the Pledgee a certificate signed by a principal
      executive officer of the Borrower stating that the release of such Pledgor
      is
      permitted pursuant to this Section 32. If requested by Pledgee (although the
      Pledgee shall have no obligation to make any such request), the Borrower shall
      furnish legal opinions (from counsel acceptable to the Pledgee) to the effect
      set forth in the immediately preceding sentence. The Pledgee shall have no
      liability whatsoever to any other Secured Creditor as a result of the release
      of
      any Pledgor by it in accordance with, or which it believes to be in accordance
      with, this Section 32.

     

    
      
        
        

      

      
        Page
          26

        
          

        

      

      
        
        

      

    

     

    33.
        COMPLIANCE
      WITH LAWS.
      Each
      Pledgor agrees, following the occurrence and during the continuance of an Event
      of Default, to use commercially reasonable efforts, including taking any action
      which the Pledgee and the Secured Creditors may reasonably request, to
      assist in obtaining any required consent or approval of the Federal
      Communications Commission (the “FCC”)
      or any
      other governmental or other authority for any sale or transfer of control of
      the
      Collateral contemplated by the security documents pursuant to the exercise
      of
      the rights and remedies of the Pledgee and the Secured Creditors thereunder,
      including, upon request, to prepare, sign and file with the FCC the assignor’s
      or transferor’s and licensee’s portions of any applications required under the
      rules of the FCC for consent to the assignment or transfer of control of any
      FCC
      construction permit, license or other authorization. 

     

    Each
      Pledgor further consents, subject to obtaining any necessary approvals,
      following the occurrence and during the continuance of an Event of Default,
      to
      the assignment or transfer of control of any FCC or other governmental
      construction permit, license, or other authorization to operate, to a receiver,
      trustee, or similar official or to any purchaser of the Collateral pursuant
      to
      any public or private sale, judicial sale, foreclosure, or exercise of other
      remedies available to Pledgee and the Secured Creditors as permitted by
      applicable law. Notwithstanding anything herein which may be construed to the
      contrary, no action shall be taken by any of the First-Lien Collateral Agent
      and
      the Secured Creditors with respect to any license of the FCC unless and until
      any applicable rules and regulations thereunder, requiring the consent to or
      approval of such action by the FCC or any governmental or other authority,
      have
      been satisfied.

     

     

    *
      * * * 

     

    
      
        
        

      

      
        Page
          27

        
          

        

      

      
        
        

      

    

     

    IN
      WITNESS WHEREOF, each Pledgor and the Pledgee have caused this Agreement to
      be
      executed by their duly elected officers duly authorized as of the date first
      above written.

     

     

    


     

    
      	 	
              RCN
                CORPORATION

              21ST
                CENTURY TELECOM SERVICES, INC.

              BRAINSTORM
                NETWORKS, INC.

              HOT
                SPOTS PRODUCTIONS, INC.

              ON
                TV, INC.

              RCN-BECOCOM,
                INC.

              RCN
                CABLE TV OF CHICAGO, INC.

              RCN
                ENTERTAINMENT, INC.

              RCN
                FINANCE, LLC

              By:
                RCN Corporation, its managing 

              member

              RCN
                FINANCIAL MANAGEMENT, INC.

              RCN
                INTERNATIONAL HOLDINGS, INC.

              RCN
                INTERNET SERVICES, INC.

              RCN
                NEW YORK COMMUNICATIONS HOLDING COMPANY, INC.

              RCN
                NEW YORK COMMUNICATIONS, 

              LLC

              By:
                RCN New York Communications Holding Company, Inc., its managing
                

              member

              RCN
                TELECOM SERVICES, INC.

              RCN
                TELECOM SERVICES OF ILLINOIS, LLC

              By:
                RCN Corporation, its managing 

              member

              RCN
                TELECOM SERVICES OF MASSACHUSETTS, INC.

              RCN
                TELECOM SERVICES OF PHILADELPHIA, INC.

              RCN
                TELECOM SERVICES OF VIRGINIA, INC.

              RCN
                TELECOM SERVICES OF WASHINGTON D.C., INC.

              RFM
                2, LLC

              By:
                RCN Corporation, its managing 

              member

              RLH
                PROPERTY CORPORATION

              STARPOWER
                COMMUNICATIONS, LLC

              By:
                RCN Telecom Services of Washington D.C., Inc., its managing
                member

              TEC
                AIR, INC.

              UNET
                HOLDING, INC.,

              as
                Pledgors

            


    

     

    
      
        	 	
                By:

              	
                   /s/
                  Michael T. Sicoli

              	 
	 	 	
                Name:
                  Michael T. Sicoli

              
	 	 	
                Title:
                  EVP & Chief Financial
                  Officer

              


      

    

     

    
      
        
        

      

      
        (2)

        
          

        

      

      
        
        

      

    

     

    
      
        	
                Accepted
                  and Agreed to:

                 

                DEUTSCHE
                  BANK TRUST COMPANY

                AMERICAS,
                  as First-Lien Collateral

                Agent
                  and Pledgee

              	 


      

      


      


      
        	By:	 	 
	 	Name:	 
	 	
                Title:
                  

              	 


      

       

      
        


        
          	By:	 	 
	 	Name:	 
	 	
                  Title:
                    

                	 


        

         

         

         (3)