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

Pledge and Grant of Security Interest. As security for the prompt and complete payment and performance when due (whether at the stated maturity, by acceleration or otherwise) of the Obligations, the Pledgor hereby grants to the Trustee for its benefit and for the ratable benefit of the Holders of the Notes, a lien on and security interest in all of the Pledgor's right, title and interest in, to and under the following property, (whether characterized as Certificated Securities or Uncertificated Securities, Financial Assets, Security Entitlements, Deposit Accounts, banks accounts, Securities Accounts, Money, Proceeds, Investment Property, General Intangibles or otherwise): (a) the U.S. Government Obligations identified by CUSIP No. in Schedule I to this Pledge Agreement (the "Pledged Securities"), the scheduled payments of principal and interest of which will be sufficient to provide for payment in full of the first six scheduled interest payments due on the Notes, (b) any and all applicable Security Entitlements to the Pledged Securities, (c) the Pledge Account, all funds held therein and all certificates and instruments, if any, from time to time representing or evidencing the Pledge Account, (d) all Collateral Investments (as hereinafter defined) and all certificates and instruments, if any, representing or evidencing the Collateral Investments, and any and all Security Entitlements to the Collateral Investments, and any and all related Securities Accounts in which any Security Entitlements to the Collateral Investments is carried, (e) the Cash Collateral Account, (f) all notes, certificates of deposit, Deposit Accounts, checks and other instruments, if any, from time to time hereafter delivered to or otherwise possessed by the Trustee for or on behalf of the Pledgor in substitution for or in addition to any or all of the then existing Collateral, (g) all interest, dividends, cash, instruments and other property, if any, from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the then existing Collateral and (h) except as otherwise provided herein, all proceeds of any and all of the foregoing Collateral (including, without limitation, proceeds that constitute property of the types described in clauses (a) - (g) of this Section 1.3) (such property being collectively referred to herein as the "Collateral").

Pledge and Grant of Security Interest. As security for the prompt and complete payment and performance when due (whether at the stated maturity, by acceleration or otherwise) of the Obligations, the Pledgor hereby grants to the Trustee for its benefit and for the ratable benefit of the Holders of the Notes, a lien on and security interest in all of the Pledgor's right, title and interest in, to and under the following property, property (whether characterized as Certificated Securities or Uncertificated Securities, Financial Assets, Security Entitlements, Deposit Accounts, banks accounts, Securities Accounts, Money, Proceeds, Investment Property, General Intangibles or otherwise): (a) the U.S. Government Obligations identified by CUSIP No. in Schedule I to this Pledge Agreement (the "Pledged Securities"), the scheduled payments of principal and interest of which will be sufficient to provide for payment in full of the first six scheduled interest payments due on the Notes, (b) any and all applicable Security Entitlements to the Pledged Securities, (c) the Pledge Account, all funds held therein and all certificates and instruments, if any, from time to time representing or evidencing the Pledge Account, (d) all Collateral Investments (as hereinafter defined) and all certificates and instruments, if any, representing or evidencing the Collateral Investments, and any and all Security Entitlements to the Collateral Investments, and any and all related Securities Accounts in which any Security Entitlements to the Collateral Investments is carried, (e) the Cash Collateral Account, (f) all notes, certificates of deposit, Deposit Accounts, checks and other instruments, if any, from time to time hereafter delivered to or otherwise possessed by the Trustee for or on behalf of the Pledgor in substitution for or in addition to any or all of the then existing Collateral, (g) all interest, dividends, cash, instruments and other property, if any, from time to time receivedreceived by the Trustee, receivable or otherwise distributed in respect of or in exchange for any or all of the then existing Collateral and (h) except as otherwise provided herein, all proceeds of any and all of the foregoing Collateral (including, without limitation, proceeds that constitute property of the types described in clauses (a) - (g) of this Section 1.3) (such property being collectively referred to herein as the "Collateral").

Pledge and Grant of Security Interest. As security for the prompt and complete payment and performance when due (whether at the stated maturity, by acceleration or otherwisea) of the Obligations, the Pledgor The Issuer hereby grants pledges to the Trustee Escrow Agent for its benefit and for the ratable benefit of the Holders of the NotesPreferred Securities, as their respective interests appear, and grants to the Escrow Agent for its benefit and for the ratable benefit of the Holders of the Preferred Securities, a lien on and continuing first priority security interest in and to all of the PledgorIssuer's right, title and interest in, to and under the following (hereinafter collectively referred to as the "Collateral"), whether evidenced by or characterized as investment property, (whether characterized as Certificated Securities or Uncertificated Securitiesgeneral intangibles, Financial Assetsdocuments, Security Entitlementsinstruments, Deposit Accounts, banks accounts, Securities Accounts, Money, Proceeds, Investment Property, General Intangibles accounts or otherwise): : (a) the U.S. Government Obligations United States Treasury securities identified by CUSIP No. in Schedule I Annex 1 to Exhibit A to this Pledge Escrow Agreement (the "Firm Pledged Securities" and, together with the Additional Pledged Securities, the "Pledged Securities"), (b) the scheduled payments of principal and interest of which will United States Treasury securities, if any, to be sufficient purchased pursuant to provide for payment in full of the first six scheduled interest payments due on the NotesSection 1(b), (bc) any and all applicable Security Entitlements security entitlements to the Pledged Securities, (cd) The [Bank of New York] account in the Pledge name of [The Bank of New York], as Escrow Agent for the benefit of the holders of the -% Exchangeable Limited Liability Company Preferred Securities mandatorily redeemable - of CellNet Funding, LLC Collateral Escrow Account", all funds held therein Administrative Account No. - (the "Escrow Account") established and all certificates and instruments, if any, from time maintained by the Escrow Agent pursuant to time representing or evidencing the Pledge Accountthis Escrow Agreement, (de) all Collateral Investments (as hereinafter defined) and all certificates and instruments, if any, representing or evidencing the Collateral Investments, and any and all Security Entitlements to the Collateral Investments, and any and all related Securities Accounts securities accounts in which any Security Entitlements security entitlements to the Collateral Investments is Pledged Securities are carried, (e) the Cash Collateral Account, and (f) all notes, certificates of deposit, Deposit Accounts, checks and other instruments, if any, from time to time hereafter delivered to or otherwise possessed by the Trustee for or on behalf of the Pledgor proceeds in substitution for or in addition to any or all of the then existing Collateral, (g) all interest, dividends, cash, instruments and other property, if any, from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the then existing Collateral and (h) except as otherwise provided herein, all proceeds form of any and all of the foregoing Collateral (including, without limitation, proceeds that constitute property of the types described in clauses (a) - (ge) of this Section 1.31) (such property being collectively referred and, to herein as the "Collateral")extent not otherwise included, all cash.

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

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

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

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

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

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

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

Pledge and Grant of Security Interest. As security for the prompt and complete payment and performance when due (whether at the stated maturity, by acceleration or otherwise) of the Obligations, the Pledgor hereby assigns and pledges to the Collateral Agent for the benefit of the Trustee and the ratable benefit of the Holders and hereby grants to the Collateral Agent for the benefit of the Trustee for its benefit and for the ratable benefit of the Holders of the NotesHolders, a lien on and security interest in all of the Pledgor's right, title and interest in, to and under the following property, (whether characterized as Certificated Securities or Uncertificated Securities, Financial Assets, Security Entitlements, Deposit Accounts, banks accounts, Securities Accounts, Money, Proceeds, Investment Property, General Intangibles or otherwise): : (a) the U.S. Government Obligations identified by CUSIP No. in Schedule I to this Pledge Agreement (the "Initial Pledged Securities"), the scheduled payments of principal and interest of which will be sufficient to provide for payment in full of the first six scheduled interest payments due on the Notes, ; (b) any and all applicable Security Entitlements the U.S. Government Obligations identified by CUSIP No. in Schedule II to this Pledge Agreement (the "Additional Pledged Securities" and, together with the Initial Pledged Securities, the "Pledged Securities"); (c) the Pledge security entitlements relating thereto; (d) the Collateral Account, all funds held therein financial assets and all certificates and instruments, if any, security entitlements from time to time representing or evidencing carried in the Pledge Account, Collateral Account and all funds held therein; (de) all Collateral Investments (as hereinafter defined) and all certificates and instruments, if any, representing or evidencing the Collateral Investments, and any and all Security Entitlements Cash Equivalents from time to time credited to the Collateral InvestmentsAccount or otherwise held in the name of the Collateral Agent, and all security entitlements to the Cash Equivalents and any and all related Securities Accounts in which money market deposit accounts or money market securities accounts relating to or constituting any Security Entitlements Cash Equivalent credited to the Collateral Investments is carried, (e) Account or otherwise held in the Cash name of the Collateral Account, Agent; (f) all notes, certificates of deposit, Deposit Accountsdeposit accounts, checks and other instruments, if any, from time to time hereafter delivered to or otherwise possessed by the Trustee Collateral Agent for or on behalf of the Pledgor and specifically designated by the Pledgor to constitute Collateral or to be in substitution for or in addition to any or all of the then existing Collateral, ; (g) all certificates and instruments, if any, from time to time representing or evidencing the Collateral Account, the Pledged Securities and Cash Equivalent; (h) all interest, dividends, cash, instruments and other property, if any, from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the then existing Collateral Collateral; and (hi) except as otherwise provided herein, all proceeds of any and all of the foregoing Collateral (including, without limitation, proceeds that constitute property of the types described in clauses (a) - through (gh) of this Section 1.31.3 and, to the extent not otherwise included, all (i) payments under insurance (whether or not the Trustee is the loss payee thereof) or any indemnity, warranty or guaranty payable by reason of loss or damage to or otherwise with respect to any of the foregoing Collateral and (ii) cash proceeds of any and all of the foregoing Collateral) (such property described in clauses (a) through (i) of this Section 1.3 being collectively referred to herein as the "Collateral"). Without limiting the generality of the foregoing, this Pledge Agreement secures the payment of all amounts that constitute part of the Obligations and would be owed by the Pledgor to the Trustee under the Notes, the Indenture, this Pledge Agreement and any other transaction documents related thereto but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving the Pledgor.

Pledge and Grant of Security Interest. As collateral security for the prompt and complete payment and performance when due (whether at the stated maturity, by acceleration or otherwise) of the ------------------------------------- Obligations, the Pledgor each Obligor hereby grants pledges and assigns to the Trustee for its benefit and Agent, for the ratable benefit of the Holders of Issuing Bank and the NotesLenders, a continuing possessory lien on and enforceable perfected security interest in all of the Pledgorsuch Obligor's right, title and interest in, to in and under the following property, (whether characterized as Certificated Securities or Uncertificated Securities, Financial Assets, Security Entitlements, Deposit Accounts, banks accounts, Securities Accounts, Money, Proceeds, Investment Property, General Intangibles or otherwise): (a) the U.S. Government Obligations identified by CUSIP No. in Schedule I to this Pledge Agreement (the "Pledged Securities"), the scheduled payments of principal and interest of which will be sufficient to provide for payment in full of the first six scheduled interest payments due on the Notes, (b) any and all applicable Security Entitlements to the Pledged Securities, (c) the Pledge Account, all funds held therein and all certificates and instruments, if any, from time to time representing or evidencing the Pledge Account, (d) all Cash Collateral Investments Account (as hereinafter defined) and together with all certificates and instruments, if any, representing or evidencing the Collateral Investments, and any and all Security Entitlements to the Collateral Investments, and any and all related Securities Accounts in which any Security Entitlements to the Collateral Investments is carried, (e) the Cash Collateral Account, (f) all notes, certificates of deposit, Deposit Accounts, checks and other instruments, if any, deposits made from time to time hereafter delivered to or otherwise possessed by the Trustee for or on behalf of the Pledgor in substitution for or in addition to any or therein and all of the then existing Collateral, (g) all interest, dividends, cash, instruments and other property, if any, investments from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the then existing Collateral and (h) except as otherwise provided herein, all proceeds of any and all of the foregoing Collateral therein (including, without limitation, proceeds that constitute property Two Yankee Certificates of Deposit in the name of the types described in clauses Company with maturities of November 3, 1997 and December 1, 1997, respectively) and all cash and non-cash proceeds thereof, from the date of the establishment of the Cash Collateral Account until the termination thereof pursuant to the terms hereof, and related investments (a) - (g) of this Section 1.3) (such property being collectively referred to herein as including cash and non-cash proceeds thereof)(collectively, the "Collateral"). As used herein, "Obligations" means (i) all obligations of the Obligors with respect to the Existing Letters of Credit (including, without limitation, the Obligors' reimbursement obligations under this Agreement and the Credit Agreement and the continuing obligation of the Obligors to pay the fees owing pursuant to the Waiver, the Fourth Amendment and the Credit Agreement); (ii) any and all sums incurred or advanced by the Issuing Bank, the Agent and the Lenders (A) in connection with the negotiation, preparation, execution and delivery of any Credit Document, including, without limitation, this Agreement, and any documents related thereto and (B) to collect or enforce any obligations, or liabilities of the Obligors referred to in clause (i) above, including but not limited to the reasonable expense of retaking, holding, preparing for sale, selling or otherwise disposing of or realizing on the Collateral, or of any exercise by the Issuing Bank, the Agent and the Lenders of their rights hereunder or under the Credit Agreement, any other Credit Document or applicable law, together with reasonable attorneys' fees and court costs; and (iii) any amount owed by the Obligors under Section 13 of this Agreement.

Pledge and Grant of Security Interest. As security for the prompt and complete payment and performance when due (whether at the stated maturity, by acceleration or otherwise) of the Obligations, the Pledgor hereby grants to the Trustee for its benefit and for the ratable benefit of the Holders of the Notes, a lien on and security interest in all of the Pledgor's right, title and interest in, to and under the following property, (whether characterized as Certificated Securities or Uncertificated Securities, Financial Assets, Security Entitlements, Deposit Accounts, banks bank accounts, Securities Accounts, Money, Proceeds, Investment Property, General Intangibles or otherwise): (a) the U.S. Government Obligations identified by CUSIP No. in Schedule I [and Schedule II] to this Pledge Agreement (the "Pledged Securities"), the scheduled payments of principal and interest of which will be sufficient to provide for payment in full of the first six scheduled interest payments due on the NotesNotes in an amount equal to the Pledge Amount, (b) any and all applicable Security Entitlements to the Pledged Securities, (c) the Pledge Account, all funds held therein and all certificates and instruments, if any, from time to time representing or evidencing the Pledge Account, (d) all Collateral Investments (as hereinafter defined) and all certificates and instruments, if any, representing or evidencing the Collateral Investments, and any and all Security Entitlements to the Collateral Investments, and any and all related Securities Accounts in which any Security Entitlements to the Collateral Investments is carried, (e) the Cash Collateral Account, (f) all notes, certificates of deposit, Deposit Accounts, checks and other instruments, if any, from time to time hereafter delivered to or otherwise possessed by the Trustee for or on behalf of the Pledgor in substitution for or in addition to any or all of the then existing Collateral, (g) all interest, dividends, cash, instruments and other property, if any, from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the then existing Collateral and (h) except as otherwise provided herein, all proceeds of any and all of the foregoing Collateral (including, without limitation, proceeds that constitute property of the types described in clauses (a) - (g) of this Section 1.3) (such property being collectively referred to herein as the "Collateral").

Pledge and Grant of Security Interest. As security for It is the prompt and complete payment and performance when due (whether at the stated maturity, by acceleration or otherwise) intention of the Obligationsparties hereto that this Escrow and Security Agreement create an escrow, and the Pledgor has no ownership of, or rights in, the Escrow Account or the Escrowed Funds other than the limited contractual right to receive the Escrowed Funds under the circumstances specified in Section 7(a), (b) or (f) hereof. If, notwithstanding the intention of the parties set forth in the foregoing sentence, the Pledgor is determined to have any interest in any of the Escrow Account or the Escrowed Funds, the Pledgor hereby grants pledges to the Trustee Administrative Agent for its benefit and for the ratable benefit of the Holders Lenders, and hereby grants to the Administrative Agent for its benefit and for the ratable benefit of the NotesLenders, as applicable, a lien on and continuing first-priority security interest in and to all of the Pledgor's ’s right, title and interest in, to and under the following propertyfollowing, (whether characterized as Certificated Securities or Uncertificated Securitiesinvestment property, Financial Assetscertificated securities, Security Entitlementsuncertificated securities, Deposit Accounts, banks accounts, Securities Accounts, Money, Proceeds, Investment Property, General Intangibles general intangibles or otherwise): : (a) the U.S. Government Obligations identified by CUSIP No. in Schedule I to this Pledge Agreement (the "Pledged Securities"), the scheduled payments of principal and interest of which will be sufficient to provide for payment in full of the first six scheduled interest payments due on the Notes, (b) any and all applicable Security Entitlements to the Pledged Securities, (c) the Pledge Escrow Account, all funds held therein and all certificates and instruments, if any, from time to time representing or evidencing the Pledge Escrow Account, (db) all Collateral Investments (as hereinafter defined) and Escrow Investments, all certificates and instruments, if any, representing or evidencing the Collateral InvestmentsEscrow Investments and all other property, including any financial assets (as defined in Section 9-102(a)(29) of the U.C.C.) credited to the Escrow Account and any and all Security Entitlements security entitlements to the Collateral InvestmentsEscrow Investments and other property or financial assets credited to the Escrow Account, and any and all related Securities Accounts securities accounts in which any Security Entitlements security entitlements to the Collateral Escrow Investments is or other property or financial assets credited to the Escrow Account are carried, (e) the Cash Collateral Account, (fc) all cash, notes, certificates of deposit, Deposit Accountsdeposit accounts, checks and other instruments, if any, from time to time hereafter delivered to or otherwise possessed by the Trustee Escrow Agent, as Escrow Agent and securities intermediary of the Pledgor only and not in any other capacity, for or on behalf of the Pledgor in substitution for or in addition to any or all of the then existing CollateralCollateral (as hereinafter defined), (g) all interest, dividends, cash, instruments and other property, if any, from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the then existing Collateral and (hd) except as otherwise provided herein, all proceeds of and other distributions on or with respect to any and all of the foregoing Collateral (including, without limitation, all dividends, interest, principal payments, cash, options, warrants, rights, investments, subscriptions and other property or proceeds, including proceeds that constitute property of the types described in clauses (a) - through (gc) of this Section 1.31.4) (such property clauses (a) through (d) being hereinafter collectively referred to herein as the "“Collateral"”). The Escrow Agent (in its capacity as a securities intermediary) hereby agrees that it will comply with entitlement orders originated by the Administrative Agent (in its capacity as a secured party) without further consent by the Pledgor, it being acknowledged and agreed that the Escrow Agent shall honor written entitlement orders issued by the Pledgor in accordance with Sections 5 or 7 hereof. The Escrow Agent (in its capacity as a bank) hereby agrees that it will comply with written instructions originated by the Administrative Agent (in its capacity as a secured party) directing disposition of the funds in any such account without further consent by the Pledgor, it being acknowledged and agreed that the Escrow Agent shall honor instructions issued by the Pledgor in accordance with Sections 5 or 7 hereof. The Escrow Agent hereby acknowledges the Administrative Agent’s lien or security interest in the Collateral as set forth above.

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

Pledge and Grant of Security Interest. As security for the prompt and complete payment and performance when due (whether at the stated maturity, by acceleration or otherwise) of the Obligations, the Pledgor hereby assigns and pledges to the Collateral Agent for the benefit of the Trustee and the ratable benefit of the Holders and hereby grants to the Collateral Agent for the benefit of the Trustee for its benefit and for the ratable benefit of the Holders of the NotesHolders, a lien on and security interest in all of the Pledgor's ’s right, title and interest in, to and under the following property, (whether characterized as Certificated Securities or Uncertificated Securities, Financial Assets, Security Entitlements, Deposit Accounts, banks accounts, Securities Accounts, Money, Proceeds, Investment Property, General Intangibles or otherwise): : (a) the U.S. Government Obligations identified by CUSIP No. in Schedule I to this Pledge Agreement (the "“Pledged Securities"”), the scheduled payments of principal and interest of which will be sufficient to provide for payment in full of the first six scheduled interest payments due on the Notes, ; (b) any and all applicable Security Entitlements to the Pledged Securities, security entitlements relating thereto; (c) the Pledge Collateral Account, all funds held therein financial assets and all certificates and instruments, if any, security entitlements from time to time representing or evidencing carried in the Pledge Account, Collateral Account and all funds held therein; (d) all Collateral Investments (as hereinafter defined) and all certificates and instruments, if any, representing or evidencing the Collateral Investments, and any and all Security Entitlements Cash Equivalents from time to time credited to the Collateral InvestmentsAccount or otherwise held in the name of the Collateral Agent, and all security entitlements to the Cash Equivalents and any and all related Securities Accounts in which money market deposit accounts or money market securities accounts relating to or constituting any Security Entitlements Cash Equivalent credited to the Collateral Investments is carried, Account or otherwise held in the name of the Collateral Agent; (e) the Cash Collateral Account, (f) all notes, certificates of deposit, Deposit Accountsdeposit accounts, checks and other instruments, if any, from time to time hereafter delivered to or otherwise possessed by the Trustee Collateral Agent for or on behalf of the Pledgor and specifically designated by the Pledgor to constitute Collateral or to be in substitution for or in addition to any or all of the then existing Collateral; (f) all certificates and instruments, if any, from time to time representing or evidencing the Collateral Account, the Pledged Securities and Cash Equivalent; (g) all interest, dividends, cash, instruments and other property, if any, from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the then existing Collateral Collateral; and (h) except as otherwise provided herein, all proceeds of any and all of the foregoing Collateral (including, without limitation, proceeds that constitute property of the types described in clauses (a) - through (g) of this Section 1.31.3 and, to the extent not otherwise included, all (i) payments under insurance (whether or not the Trustee is the loss payee thereof) or any indemnity, warranty or guaranty payable by reason of loss or damage to or otherwise with respect to any of the foregoing Collateral and (ii) cash proceeds of any and all of the foregoing Collateral) (such property described in clauses (a) through (h) of this Section 1.3 being collectively referred to herein as the "“Collateral"”). Without limiting the generality of the foregoing, this Pledge Agreement secures the payment of all amounts that constitute part of the Obligations and would be owed by the Pledgor to the Trustee under the Notes, the Indenture, this Pledge Agreement and any other transaction documents related thereto but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving the Pledgor.

Pledge and Grant of Security Interest. As security for It is the prompt and complete payment and performance when due (whether at the stated maturity, by acceleration or otherwise) intention of the Obligationsparties hereto that this Escrow and Security Agreement create an escrow, and the Pledgor has no ownership of, or rights in, the Escrow Account or the Escrowed Funds other than the limited contractual right to receive the Escrowed Funds under the circumstances specified in Section 7(a), (b) or (f) hereof. If, notwithstanding the intention of the parties set forth in the foregoing sentence, the Pledgor is determined to have any interest in any of the Escrow Account or the Escrowed Funds, the Pledgor hereby grants pledges to the Trustee Administrative Agent for its benefit and for the ratable benefit of the Holders Lenders, and hereby grants to the Administrative Agent for its benefit and for the ratable benefit of the NotesLenders, as applicable, a lien on and continuing first-priority security interest in and to all of the Pledgor's ’s right, title and interest in, to and under the following propertyfollowing, (whether characterized as Certificated Securities or Uncertificated Securitiesinvestment property, Financial Assetscertificated securities, Security Entitlementsuncertificated securities, Deposit Accounts, banks accounts, Securities Accounts, Money, Proceeds, Investment Property, General Intangibles general intangibles or otherwise): : (a) the U.S. Government Obligations identified by CUSIP No. in Schedule I to this Pledge Agreement (the "Pledged Securities"), the scheduled payments of principal and interest of which will be sufficient to provide for payment in full of the first six scheduled interest payments due on the Notes, (b) any and all applicable Security Entitlements to the Pledged Securities, (c) the Pledge Escrow Account, all funds held therein and all certificates and instruments, if any, from time to time representing or evidencing the Pledge Escrow Account, (db) all Collateral Investments (as hereinafter defined) and Escrow Investments, all certificates and instruments, if any, representing or evidencing the Collateral InvestmentsEscrow Investments and all other property, including any financial assets (as defined in Section 9102(a)(29) of the U.C.C.) credited to the Escrow Account and any and all Security Entitlements security entitlements to the Collateral InvestmentsEscrow Investments and other property or financial assets credited to the Escrow Account, and any and all related Securities Accounts securities accounts in which any Security Entitlements security entitlements to the Collateral Escrow Investments is or other property or financial assets credited to the Escrow Account are carried, (e) the Cash Collateral Account, (fc) all cash, notes, certificates of deposit, Deposit Accountsdeposit accounts, checks and other instruments, if any, from time to time hereafter delivered to or otherwise possessed by the Trustee Escrow Agent, as Escrow Agent and securities intermediary of the Pledgor only and not in any other capacity, for or on behalf of the Pledgor in substitution for or in addition to any or all of the then existing CollateralCollateral (as hereinafter defined), (g) all interest, dividends, cash, instruments and other property, if any, from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the then existing Collateral and (hd) except as otherwise provided herein, all proceeds of and other distributions on or with respect to any and all of the foregoing Collateral (including, without limitation, all dividends, interest, principal payments, cash, options, warrants, rights, investments, subscriptions and other property or proceeds, including proceeds that constitute property of the types described in clauses (a) - through (gc) of this Section 1.31.4) (such property clauses (a) through (d) being hereinafter collectively referred to herein as the "“Collateral"”). The Escrow Agent (in its capacity as a securities intermediary) hereby agrees that it will comply with entitlement orders originated by the Administrative Agent (in its capacity as a secured party) without further consent by the Pledgor, it being acknowledged and agreed that the Escrow Agent shall honor written entitlement orders issued by the Pledgor in accordance with Sections 5 or 7 hereof. The Escrow Agent (in its capacity as a bank) hereby agrees that it will comply with written instructions originated by the Administrative Agent (in its capacity as a secured party) directing disposition of the funds in any such account without further consent by the Pledgor, it being acknowledged and agreed that the Escrow Agent shall honor instructions issued by the Pledgor in accordance with Sections 5 or 7 hereof. The Escrow Agent hereby acknowledges the Administrative Agent’s lien or security interest in the Collateral as set forth above.

Pledge and Grant of Security Interest. As security The Pledgor hereby pledges to the Collateral Agent (for the prompt and complete payment and performance when due (whether at the stated maturity, by acceleration or otherwise) benefit of the Obligations, the Pledgor Secured Parties) and hereby grants to the Trustee for its benefit and Collateral Agent (for the ratable benefit of the Holders of the Notes, Secured Parties) a lien on and continuing first priority security interest in and to all of the Pledgor's ’s right, title and interest in, to and under the following property(hereinafter collectively referred to as the “Collateral”), (whether characterized as Certificated Securities or Uncertificated Securitiesinvestment property, Financial Assetscertificated securities, Security Entitlementsuncertificated securities, Deposit Accounts, banks accounts, Securities Accounts, Money, Proceeds, Investment Property, General Intangibles general intangibles or otherwise): : (a) the U.S. Government Obligations identified by CUSIP No. in Schedule I to this Pledge Agreement (the "Pledged Securities"), the scheduled payments of principal and interest of which will be sufficient to provide for payment in full of the first six scheduled interest payments due on the Notes, (b) any and all applicable Security Entitlements to the Pledged Securities, (c) the Pledge Escrow Account, all funds held therein and all certificates and instruments, if any, from time to time representing or evidencing the Pledge Escrow Account, (db) all Collateral Investments (as hereinafter defined) and all certificates and instruments, if any, representing or evidencing the Collateral Investments, and any and all Security Entitlements security entitlements to the Collateral Investments, and any and all related Securities Accounts securities accounts in which any Security Entitlements security entitlements to the Collateral Investments is are carried, (e) the Cash Collateral Account, (fc) all cash, notes, certificates of deposit, Deposit Accountsdeposit accounts, checks and other instruments, if any, from time to time hereafter delivered to or otherwise possessed by the Trustee Escrow Agent for or on behalf of the Pledgor in substitution for or in addition to any or all of the then existing Collateral, (g) all interest, dividends, cash, instruments and other property, if any, from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the then existing Collateral and (hd) except as otherwise provided herein, all proceeds of and other distributions on or with respect to any and all of the foregoing Collateral (including, without limitation, all dividends, interest, principal payments, cash, options, warrants, rights, investments, subscriptions and other property or proceeds, including proceeds that constitute property of the types described in clauses (a) - through (gc) of this Section 1.33.1). Notwithstanding any provision to the contrary herein, the Escrow Agent (in its capacity as a securities intermediary) hereby agrees that it will comply with written entitlement orders originated by the Collateral Agent (such property in its capacity as a secured party/purchaser) without further consent by the Pledgor (in its capacity as a debtor/entitlement holder), it being collectively referred to herein acknowledged and agreed that so long as no Event of Default exists, the "Collateral")Escrow Agent shall honor entitlement orders issued by the Pledgor in accordance with Sections 4 or 5 hereof.

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

Pledge and Grant of Security Interest. As security The Issuer hereby pledges to the Trustee for its benefit and for the prompt and complete payment and performance when due (whether at the stated maturity, by acceleration or otherwise) ratable benefit of the ObligationsHolders of the Notes, the Pledgor hereby and grants to the Trustee for its benefit and for the ratable benefit of the Holders of the Notes, a lien on and continuing first priority security interest in and to all of the PledgorIssuer's right, title and interest in, to and under the following property(hereinafter collectively referred to as the "Collateral"), (whether characterized as Certificated Securities or Uncertificated Securitiesinvestment property, Financial Assets, Security Entitlements, Deposit Accounts, banks accounts, Securities Accounts, Money, Proceeds, Investment Property, General Intangibles general intangibles or otherwise): : (a) the U.S. Government Obligations United States Treasury securities identified by CUSIP No. in Schedule I Annex 1 to Exhibit A to this Pledge Escrow Agreement (the "Pledged Securities"), the scheduled payments of principal and interest of which will be sufficient to provide for payment in full of the first six scheduled interest payments due on the Notes, (b) any and all applicable Security Entitlements security entitlements with respect to the Pledged Securities, (c) the Pledge Bank One, N.A. account in the name of "Bank One, N.A., as Trustee for the benefit of the holders of the 9.95% Senior Secured Notes due 2004 of Kitty Hawk, Inc. Escrow Account", all funds held therein Administrative Account No. 6802026999 (the "Escrow Account") established and all certificates and instruments, if any, from time maintained by the Trustee pursuant to time representing or evidencing the Pledge Accountthis Escrow Agreement, (d) all Collateral Investments (as hereinafter defined) and all certificates and instruments, if any, representing or evidencing the Collateral Investments, and any and all Security Entitlements to the Collateral Investments, and any and all related Securities Accounts securities accounts in which any Security Entitlements security entitlements with respect to the Collateral Investments is carriedPledged Securities are held, and (e) the Cash Collateral Account, (f) all notes, certificates of deposit, Deposit Accounts, checks and other instruments, if any, from time to time hereafter delivered to or otherwise possessed by the Trustee for or on behalf of the Pledgor in substitution for or in addition to any or all of the then existing Collateral, (g) all interest, dividends, cash, instruments and other property, if any, from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the then existing Collateral and (h) except as otherwise provided herein, all proceeds of any and all of the foregoing Collateral (including, without limitation, proceeds that constitute property of the types described in clauses (a) - (gd) of this Section 1.31) (and, to the extent not otherwise included, all cash. The Issuer in its discretion may from time to time in writing delivered to the Trustee direct the Trustee to sell any Pledged Securities. Upon receipt of net proceeds with respect to any sale of the Pledged Securities, the Issuer shall be entitled to re-invest such property being collectively referred net proceeds in any other U.S. Government Obligations subject to herein as the "Collateral")provisions hereof; provided that the Trustee and Holders shall receive a continuing perfected first priority security interest therein until the release of any of such Collateral or any portion thereof from time to time pursuant to Section 4 hereof.

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

Pledge and Grant of Security Interest. As collateral security for to secure the full and prompt and complete payment and performance when due (whether at the stated maturity, by acceleration or otherwise) of the ObligationsObligations (and subject to Section 3.02 below), the Pledgor each Assignor hereby grants pledges and assigns to the Trustee for its benefit and Account Agent, for the ratable benefit of the Holders of the NotesLenders, a lien on continuing possessory Lien and security interest in all of the Pledgor's right, title and interest inof such Assignor in and to the Partnership Funds Account, in all funds deposited therein, in all investments from time to time therein, and under in all cash and non-cash proceeds of any of the following propertyforegoing (collectively, (whether characterized as Certificated Securities or Uncertificated Securities, Financial Assets, Security Entitlements, Deposit Accounts, banks accounts, Securities Accounts, Money, Proceeds, Investment Property, General Intangibles or otherwise): (a) the U.S. Government Obligations identified by CUSIP No. in Schedule I to this Pledge Agreement (the "Pledged SecuritiesCollateral"), from the scheduled payments of principal and interest of which will be sufficient to provide for payment in full date of the first six scheduled establishment of the Partnership Funds Account until the termination thereof pursuant to the terms hereof. As used herein, "Obligations" shall mean (i) the principal of, interest payments due on and premium on (x) the Loans made under the Credit Agreement and (y) the Subordinated Notes, (bii) all other obligations and indebtedness of each Assignor to the Lenders and Holders now existing or hereafter incurred under, arising out of, or in connection with the Credit Agreement, the other Credit Documents and the Subordinated Notes Documents and the due performance and compliance by each Assignor with all of the terms, conditions and agreements contained in the Credit Agreement, the other Credit Documents and the Subordinated Notes Documents, (iii) any and all applicable Security Entitlements sums advanced by the Account Agent in order to preserve the Pledged SecuritiesCollateral or to preserve its security interest in the Collateral, (civ) in the Pledge Accountevent of any proceeding for the collection or enforcement of any indebtedness, all funds held therein and all certificates and instruments, if any, from time obligations or liabilities of any Assignor referred to time representing or evidencing the Pledge Accountin clauses (i), (dii) or (iii) above, after an Event of Default shall have occurred and be continuing, the reasonable expenses of retaking, holding, preparing for sale or lease, selling or otherwise disposing of or realizing on the Collateral, or of any exercise by the Account Agent of its rights hereunder, together with reasonable attorneys' fees and court costs and (v) all Collateral Investments amounts paid by any Indemnitee (as hereinafter defined) and all certificates and instruments, if any, representing or evidencing as to which such Indemnitee has the Collateral Investments, and any and all Security Entitlements right to the Collateral Investments, and any and all related Securities Accounts in which any Security Entitlements to the Collateral Investments is carried, (e) the Cash Collateral Account, (f) all notes, certificates of deposit, Deposit Accounts, checks and other instruments, if any, from time to time hereafter delivered to or otherwise possessed by the Trustee for or on behalf of the Pledgor in substitution for or in addition to any or all of the then existing Collateral, (g) all interest, dividends, cash, instruments and other property, if any, from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the then existing Collateral and (h) except as otherwise provided herein, all proceeds of any and all of the foregoing Collateral (including, without limitation, proceeds that constitute property of the types described in clauses (a) - (g) of this reimbursement under Section 1.3) (such property being collectively referred to herein as the "Collateral")9 hereof.

Pledge and Grant of Security Interest. As collateral security for to secure the full and prompt and complete payment and performance when due (whether at the stated maturity, by acceleration or otherwise) of the Obligations, the Pledgor each Borrower hereby grants pledges and assigns to the Trustee for its benefit and Disbursement Agent, for the ratable benefit of the Holders of the NotesLenders, a lien on continuing possessory Lien and security interest in all of the Pledgor's right, title and interest inof such Borrower in and to the Disbursement Account, in all funds deposited therein, in all investments from time to time therein, and under in all cash and non-cash proceeds of any of the following propertyforegoing (collectively, (whether characterized as Certificated Securities or Uncertificated Securities, Financial Assets, Security Entitlements, Deposit Accounts, banks accounts, Securities Accounts, Money, Proceeds, Investment Property, General Intangibles or otherwise): (a) the U.S. Government Obligations identified by CUSIP No. in Schedule I to this Pledge Agreement (the "Pledged SecuritiesCollateral"), from the scheduled payments date of the establishment of the Disbursement Account until the termination thereof pursuant to the terms hereof. As used herein, "Obligations" shall mean (i) the principal of and interest on the Loans made under the Credit Agreement, (ii) all other obligations and indebtedness of which will be sufficient each Borrower to provide for payment the Lenders now existing or hereafter incurred under, arising out of, or in full connection with the Credit Agreement and the other Credit Documents and the due performance and compliance by each Borrower with all of the first six scheduled interest payments due on terms, conditions and agreements contained in the NotesCredit Agreement and the other Credit Documents, (biii) any and all applicable Security Entitlements sums advanced by the Disbursement Agent in order to preserve the Pledged SecuritiesCollateral or to preserve its security interest in the Collateral, (civ) in the Pledge Accountevent of any proceeding for the collection or enforcement of any indebtedness, all funds held therein and all certificates and instruments, if any, from time obligations or liabilities of any Borrower referred to time representing or evidencing the Pledge Accountin clauses (i), (dii) or (iii) above, after an Event of Default shall have occurred and be continuing, the reasonable expenses of retaking, holding, preparing for sale or lease, selling or otherwise disposing of or realizing on the Collateral, or of any exercise by the Disbursement Agent of its rights hereunder, together with reasonable attorneys' fees and court costs, and (v) all Collateral Investments amounts paid by any Indemnitee (as hereinafter defined) and all certificates and instruments, if any, representing or evidencing as to which such Indemnitee has the Collateral Investments, and any and all Security Entitlements right to the Collateral Investments, and any and all related Securities Accounts in which any Security Entitlements to the Collateral Investments is carried, (e) the Cash Collateral Account, (f) all notes, certificates of deposit, Deposit Accounts, checks and other instruments, if any, from time to time hereafter delivered to or otherwise possessed by the Trustee for or on behalf of the Pledgor in substitution for or in addition to any or all of the then existing Collateral, (g) all interest, dividends, cash, instruments and other property, if any, from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the then existing Collateral and (h) except as otherwise provided herein, all proceeds of any and all of the foregoing Collateral (including, without limitation, proceeds that constitute property of the types described in clauses (a) - (g) of this reimbursement under Section 1.3) (such property being collectively referred to herein as the "Collateral")10 hereof.

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

Pledge and Grant of Security Interest. As collateral security for to secure the full and prompt and complete payment and performance when due (whether at the stated maturity, by acceleration or otherwise) of the Obligations, the Pledgor each Borrower hereby grants pledges and assigns to the Trustee for its benefit and Collateral Agent, for the ratable benefit of the Holders of the NotesLenders, a lien on continuing possessory Lien and security interest in all of the Pledgor's right, title and interest inof such Borrower in and to the Interest Escrow Account, in all funds deposited therein, in all investments from time to time therein, and under in all cash and non-cash proceeds of any of the following propertyforegoing (collectively, (whether characterized as Certificated Securities or Uncertificated Securities, Financial Assets, Security Entitlements, Deposit Accounts, banks accounts, Securities Accounts, Money, Proceeds, Investment Property, General Intangibles or otherwise): (a) the U.S. Government Obligations identified by CUSIP No. in Schedule I to this Pledge Agreement (the "Pledged SecuritiesCollateral"), from the scheduled payments date of the establishment of the Interest Escrow Account until the termination thereof pursuant to the terms hereof. As used herein, "Obligations" shall mean (i) the principal of and interest on the Loans made under the Credit Agreement, (ii) all other obligations and indebtedness of which will be sufficient each Borrower to provide for payment the Lenders now existing or hereafter incurred under, arising out of, or in full connection with the Credit Agreement and the other Credit Documents and the due performance and compliance by each Borrower with all of the first six scheduled interest payments due on terms, conditions and agreements contained in the NotesCredit Agreement and the other Credit Documents, (biii) any and all applicable Security Entitlements sums advanced by the Collateral Agent in order to preserve the Pledged Securities, (c) the Pledge Account, all funds held therein and all certificates and instruments, if any, from time to time representing or evidencing the Pledge Account, (d) all Collateral Investments (as hereinafter defined) and all certificates and instruments, if any, representing or evidencing to preserve its security interest in the Collateral Investments, and any and all Security Entitlements to the Collateral Investments, and any and all related Securities Accounts in which any Security Entitlements to the Collateral Investments is carried, (e) the Cash Collateral Account, (f) all notes, certificates of deposit, Deposit Accounts, checks and other instruments, if any, from time to time hereafter delivered to or otherwise possessed by the Trustee for or on behalf of the Pledgor in substitution for or in addition to any or all of the then existing Collateral, (giv) all interest, dividends, cash, instruments and other property, if any, from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the then existing Collateral and (h) except as otherwise provided herein, all proceeds event of any and all proceeding for the collection or enforcement of the foregoing Collateral (includingany indebtedness, without limitation, proceeds that constitute property obligations or liabilities of the types described any Borrower referred to in clauses (ai), (ii) - or (giii) above, after an Event of this 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 Collateral Agent of its rights hereunder, together with reasonable attorneys' fees and court costs and (v) all amounts paid by any Indemnitee (as hereinafter defined) as to which such Indemnitee has the right to reimbursement under Section 1.3) (such property being collectively referred to herein as the "Collateral")9 hereof.

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

Pledge and Grant of Security Interest. As collateral security for to secure the full and prompt and complete payment and performance when due (whether at the stated maturity, by acceleration or otherwise) of the Obligations, the Pledgor each Assignor hereby grants pledges and assigns to the Trustee for its benefit and Account Agent, for the ratable benefit of the Holders of the NotesLenders, a lien on continuing possessory Lien and security interest in all of the Pledgor's right, title and interest inof such Assignor in and to the Mortgage Notes Proceeds Account, in all funds deposited therein, in all investments from time to time therein, and under in all cash and non-cash proceeds of any of the following propertyforegoing (collectively, (whether characterized as Certificated Securities or Uncertificated Securities, Financial Assets, Security Entitlements, Deposit Accounts, banks accounts, Securities Accounts, Money, Proceeds, Investment Property, General Intangibles or otherwise): (a) the U.S. Government Obligations identified by CUSIP No. in Schedule I to this Pledge Agreement (the "Pledged SecuritiesCollateral"), from the scheduled payments date of the establishment of the Mortgage Notes Proceeds Account until the termination thereof pursuant to the terms hereof. As used herein, "Obligations" shall mean (i) the principal of and interest on Loans made under the Credit Agreement, (ii) all other obligations and indebtedness of which will be sufficient each Assignor to provide for payment the Lenders now existing or hereafter incurred under, arising out of, or in full connection with the Credit Agreement and the other Credit Documents and the due performance and compliance by each Assignor with all of the first six scheduled interest payments due on terms, conditions and agreements contained in the NotesCredit Agreement and the other Credit Documents, (biii) any and all applicable Security Entitlements sums advanced by the Account Agent in order to preserve the Pledged SecuritiesCollateral or to preserve its security interest in the Collateral, (civ) in the Pledge Accountevent of any proceeding for the collection or enforcement of any indebtedness, all funds held therein and all certificates and instruments, if any, from time obligations or liabilities of any Assignor referred to time representing or evidencing the Pledge Accountin clauses (i), (dii) or (iii) above, after an Event of Default shall have occurred and be continuing, the reasonable expenses of retaking, holding, preparing for sale or lease, selling or otherwise disposing of or realizing on the Collateral, or of any exercise by the Account Agent of its rights hereunder, together with reasonable attorneys' fees and court costs and (v) all Collateral Investments amounts paid by any Indemnitee (as hereinafter defined) and all certificates and instruments, if any, representing or evidencing as to which such Indemnitee has the Collateral Investments, and any and all Security Entitlements right to the Collateral Investments, and any and all related Securities Accounts in which any Security Entitlements to the Collateral Investments is carried, (e) the Cash Collateral Account, (f) all notes, certificates of deposit, Deposit Accounts, checks and other instruments, if any, from time to time hereafter delivered to or otherwise possessed by the Trustee for or on behalf of the Pledgor in substitution for or in addition to any or all of the then existing Collateral, (g) all interest, dividends, cash, instruments and other property, if any, from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the then existing Collateral and (h) except as otherwise provided herein, all proceeds of any and all of the foregoing Collateral (including, without limitation, proceeds that constitute property of the types described in clauses (a) - (g) of this reimbursement under Section 1.3) (such property being collectively referred to herein as the "Collateral")9 hereof.