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

Pledge and Grant of Security Interest. As collateral security for the ------------------------------------- Obligations, each Obligor hereby pledges and assigns to the Agent, for the benefit of the Issuing Bank and the Lenders, a continuing possessory lien and enforceable perfected security interest in all of such Obligor's right, title and interest in and to the Cash Collateral Account (as hereinafter defined) together with all deposits made from time to time therein and all investments from time to time therein (including, without limitation, Two Yankee Certificates of Deposit in the name of the 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 (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 collateral security for the ------------------------------------- prompt and complete payment and performance when due (whether at the stated maturity, by acceleration or otherwise) of the Obligations, each Obligor the Pledgor hereby pledges and assigns grants to the Agent, Trustee for its benefit and for the ratable benefit of the Issuing Bank and Holders of the LendersNotes, a continuing possessory lien on and enforceable perfected security interest in all of such Obligorthe Pledgor's right, title and interest in, to and under the following property, (whether characterized as Certificated Securities or Uncertificated Securities, Financial Assets, Security Entitlements, Deposit Accounts, bank accounts, Securities Accounts, Money, Proceeds, Investment Property, General Intangibles or otherwise): (a) 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 of scheduled interest due on the Notes in an amount equal to the Cash 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 Account Investments (as hereinafter defined) together with and all deposits made 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 therein 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 all investments other property, if any, from time to time therein 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, Two Yankee Certificates of Deposit in the name proceeds that constitute property of the Company with maturities types described in clauses (a) - (g) of November 3, 1997 and December 1, 1997, respectivelythis Section 1.3) and all cash and non-cash proceeds thereof, from the date of the establishment of the Cash Collateral Account until the termination thereof pursuant (such property being collectively referred to the terms hereof, and related investments (including cash and non-cash proceeds thereof)(collectively, herein as 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 collateral security for to secure the ------------------------------------- Obligationsfull and prompt payment when due (whether at stated maturity, by acceleration or otherwise) of the Obligations (and subject to Section 3.02 below), each Obligor Assignor hereby pledges and assigns to the Account Agent, for the benefit of the Issuing Bank and the Lenders, a continuing possessory lien Lien and enforceable perfected security interest in all of such Obligor's the right, title and interest of such Assignor in and to the Cash Collateral Account (as hereinafter defined) together with Partnership Funds Account, in all deposits made from time to time therein and funds deposited therein, in all investments from time to time therein (includingtherein, without limitation, Two Yankee Certificates of Deposit and in the name of the Company with maturities of November 3, 1997 and December 1, 1997, respectively) and all cash and non-cash proceeds thereofof any of the foregoing (collectively, the "Collateral"), from the date of the establishment of the Cash Collateral Partnership Funds Account until the termination thereof pursuant to the terms hereof, and related investments (including cash and non-cash proceeds thereof)(collectively, the "Collateral"). As used herein, "Obligations" means shall mean (i) all obligations of the Obligors with respect to principal of, interest on and premium on (x) the Existing Letters of Credit (including, without limitation, the Obligors' reimbursement obligations Loans made under this Agreement and the Credit Agreement and (y) the continuing obligation Subordinated Notes, (ii) all other obligations and indebtedness of the Obligors to pay the fees owing pursuant each Assignor to the WaiverLenders and Holders now existing or hereafter incurred under, the Fourth Amendment and 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, (iiiii) any and all sums incurred or advanced by the Issuing BankAccount Agent in order to preserve the Collateral or to preserve its security interest in the Collateral, the Agent and the Lenders (Aiv) in connection with the negotiation, preparation, execution and delivery event of any Credit Documentproceeding for the collection or enforcement of any indebtedness, including, without limitation, this Agreement, and any documents related thereto and (B) to collect or enforce any obligations, obligations or liabilities of the Obligors any Assignor referred to in clause clauses (i), (ii) or (iii) above, including but not limited to after an Event of Default shall have occurred and be continuing, the reasonable expense expenses of retaking, holding, preparing for salesale or lease, selling or otherwise disposing of or realizing on the Collateral, or of any exercise by the Issuing Bank, the Account Agent and the Lenders of their its rights hereunder or under the Credit Agreement, any other Credit Document or applicable lawhereunder, together with reasonable attorneys' fees and court costs; costs and (iiiv) all amounts paid by any amount owed by Indemnitee (as hereinafter defined) as to which such Indemnitee has the Obligors right to reimbursement under Section 13 of this Agreement9 hereof.

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, each Obligor the Pledgor hereby assigns and pledges and assigns to the Agent, Collateral Agent for the benefit of the Issuing Bank Trustee and the Lendersratable benefit of the Holders and hereby grants to the Collateral Agent for the benefit of the Trustee and for the ratable benefit of the Holders, a continuing possessory lien on and enforceable first priority perfected security interest in all of such Obligorthe Pledgor's right, title and interest in, to and under the following property: (a) (i) the U.S. Government Obligations identified by CUSIP No. in Part I of Schedule I to this Pledge Agreement (the "Initial Pledged Securities") and (ii) the U.S. Government Obligations, if any, identified by CUSIP No. in a supplement or supplements (each, a "Supplement," the form of which is attached hereto as Exhibit B) to the Cash Pledge Agreement (the "Additional Pledged Securities" and, together with the Initial Pledged Securities, the "Pledged Securities") and the certificates representing the Pledged Securities (if any), the scheduled payments of principal and interest thereon which will be sufficient to provide for payment in full of the first six scheduled interest payments due on the Notes, (b) the security entitlements described in Part II of said Schedule I and in each Supplement to the Pledge Agreement, if any, with respect to the financial assets described, the securities intermediary named, and the securities account referred to therein, (c) the Collateral Account Account, all security entitlements from time to time carried in the Collateral Account, all funds held therein and all certificates and instruments, if any, from time to time representing or evidencing the Collateral Account, (d) all Collateral Investments (as hereinafter defined) together with all deposits made from time to time therein and all investments 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) all notes, certificates of deposit, deposit accounts, checks and other instruments, if any, from time to time therein hereafter delivered to or otherwise possessed by the Collateral Agent for or on behalf of the Pledgor and specifically designated by the Pledgor to be in substitution for any or all of the then existing Collateral, (f) all interest, dividends, cash, instruments and 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 (g) all proceeds of any and all of the foregoing Collateral (including, without limitation, Two Yankee Certificates of Deposit in the name proceeds that constitute property of the Company 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 maturities respect to any of November 3, 1997 the foregoing Collateral and December 1, 1997, respectively(ii) cash proceeds of any and all cash and non-cash proceeds thereof, from the date of the establishment foregoing Collateral (such property described in clauses (a) through (g) of the Cash Collateral Account until the termination thereof pursuant this Section 1.3 being collectively referred to the terms hereof, and related investments (including cash and non-cash proceeds thereof)(collectively, herein as the "Collateral"). As used herein, "Obligations" means (i) all obligations Without limiting the generality of the Obligors with respect 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 Existing Letters of Credit (including, without limitationTrustee under the Notes, the Obligors' reimbursement obligations under Indenture, this Pledge 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 other transaction documents related thereto and (B) to collect but for the fact that they are unenforceable or enforce any obligations, or liabilities of the Obligors referred to in clause (i) above, including but not limited allowable due to the reasonable expense existence of retakinga bankruptcy, holding, preparing for sale, selling reorganization or otherwise disposing of or realizing on similar proceeding involving 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 AgreementPledgor.

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, each Obligor the Pledgor hereby assigns and pledges and assigns to the Agent, Collateral Agent for the benefit of the Issuing Bank Trustee and the Lendersratable benefit of the Holders and hereby grants to the Collateral Agent for the benefit of the Trustee and for the ratable benefit of the Holders, a continuing possessory lien on and enforceable perfected security interest in in, and control of, all of such Obligor's its right, title and interest in and to the Cash following property, and all right, title and interest in and to the following property over which it has the power to transfer, whether now existing or hereafter acquired or arising: (a) the U.S. Government Obligations identified by CUSIP No. in Part I of Schedule I to this Pledge Agreement (the "Pledged Securities"), (b) the security entitlements described in Part II of said Schedule I with respect to the financial assets described, the securities intermediary named, and the securities account referred to therein, (c) the Collateral Account Account, all security entitlements from time to time carried in the Collateral Account, all funds held therein and all certificates and instruments, if any, from time to time representing or evidencing the Collateral Account, (d) all Collateral Investments (as hereinafter defined) together with all deposits made from time to time therein and all investments certificates and instruments, if any, representing or evidencing the Collateral Investments, and any and all security entitlements to the Collateral Investments, and any and all related securities accounts in which any security entitlements to the Collateral Investments are carried, (e) all notes, certificates of deposit, deposit accounts, checks and other instruments, if any, from time to time therein hereafter delivered to or otherwise possessed by the Collateral Agent for or on behalf of the Pledgor and specifically designated by the Pledgor to be in substitution for any or all of the then existing Collateral, (f) all interest, dividends, cash, instruments and 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 (g) all proceeds of any and all of the foregoing Collateral (including, without limitation, Two Yankee Certificates of Deposit in the name proceeds that constitute property of the Company 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 maturities respect to any of November 3, 1997 the foregoing Collateral and December 1, 1997, respectively(ii) cash proceeds of any and all cash and non-cash proceeds thereof, from the date of the establishment foregoing Collateral (such property described in clauses (a) through (g) of the Cash Collateral Account until the termination thereof pursuant this Section 1.3 being collectively referred to the terms hereof, and related investments (including cash and non-cash proceeds thereof)(collectively, herein as the "Collateral"). As used herein, "Obligations" means (i) all obligations Without limiting the generality of the Obligors with respect 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 Existing Letters of Credit (including, without limitationTrustee , the Obligors' reimbursement obligations Holders and the Collateral Agent under the Notes, the Indenture, this Pledge 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 other transaction documents related thereto and (B) to collect but for the fact that they are unenforceable or enforce any obligations, or liabilities of the Obligors referred to in clause (i) above, including but not limited allowable due to the reasonable expense existence of retakinga bankruptcy, holding, preparing for sale, selling reorganization or otherwise disposing of or realizing on similar proceeding involving 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 AgreementPledgor.

Pledge and Grant of Security Interest. As collateral security for to secure the ------------------------------------- full and prompt payment when due (whether at stated maturity, by acceleration or otherwise) of the Obligations, each Obligor Assignor hereby pledges and assigns to the Account Agent, for the benefit of the Issuing Bank and the Lenders, a continuing possessory lien Lien and enforceable perfected security interest in all of such Obligor's the right, title and interest of such Assignor in and to the Cash Collateral Account (as hereinafter defined) together with Mortgage Notes Proceeds Account, in all deposits made from time to time therein and funds deposited therein, in all investments from time to time therein (includingtherein, without limitation, Two Yankee Certificates of Deposit and in the name of the Company with maturities of November 3, 1997 and December 1, 1997, respectively) and all cash and non-cash proceeds thereofof any of the foregoing (collectively, the "Collateral"), from the date of the establishment of the Cash Collateral Mortgage Notes Proceeds Account until the termination thereof pursuant to the terms hereof, and related investments (including cash and non-cash proceeds thereof)(collectively, the "Collateral"). As used herein, "Obligations" means shall mean (i) the principal of and interest on Loans made under the Credit Agreement, (ii) all other obligations and indebtedness of the Obligors with respect each Assignor to the Existing Letters of Credit (includingLenders now existing or hereafter incurred under, without limitationarising out of, the Obligors' reimbursement obligations under this Agreement and or in connection with the Credit Agreement and the continuing obligation other Credit Documents and the due performance and compliance by each Assignor with all of the Obligors to pay terms, conditions and agreements contained in the fees owing pursuant to the Waiver, the Fourth Amendment Credit Agreement and the other Credit Agreement); Documents, (iiiii) any and all sums incurred or advanced by the Issuing BankAccount Agent in order to preserve the Collateral or to preserve its security interest in the Collateral, the Agent and the Lenders (Aiv) in connection with the negotiation, preparation, execution and delivery event of any Credit Documentproceeding for the collection or enforcement of any indebtedness, including, without limitation, this Agreement, and any documents related thereto and (B) to collect or enforce any obligations, obligations or liabilities of the Obligors any Assignor referred to in clause clauses (i), (ii) or (iii) above, including but not limited to after an Event of Default shall have occurred and be continuing, the reasonable expense expenses of retaking, holding, preparing for salesale or lease, selling or otherwise disposing of or realizing on the Collateral, or of any exercise by the Issuing Bank, the Account Agent and the Lenders of their its rights hereunder or under the Credit Agreement, any other Credit Document or applicable lawhereunder, together with reasonable attorneys' fees and court costs; costs and (iiiv) all amounts paid by any amount owed by Indemnitee (as hereinafter defined) as to which such Indemnitee has the Obligors right to reimbursement under Section 13 of this Agreement9 hereof.

Pledge and Grant of Security Interest. As collateral security for to secure the ------------------------------------- full and prompt payment when due (whether at stated maturity, by acceleration or otherwise) of the Obligations, each Obligor Borrower hereby pledges and assigns to the Collateral Agent, for the benefit of the Issuing Bank and the Lenders, a continuing possessory lien Lien and enforceable perfected security interest in all of such Obligor's the right, title and interest of such Borrower in and to the Cash Collateral Account (as hereinafter defined) together with Interest Escrow Account, in all deposits made from time to time therein and funds deposited therein, in all investments from time to time therein (includingtherein, without limitation, Two Yankee Certificates of Deposit and in the name of the Company with maturities of November 3, 1997 and December 1, 1997, respectively) and all cash and non-cash proceeds thereofof any of the foregoing (collectively, the "Collateral"), from the date of the establishment of the Cash Collateral Interest Escrow Account until the termination thereof pursuant to the terms hereof, and related investments (including cash and non-cash proceeds thereof)(collectively, the "Collateral"). As used herein, "Obligations" means shall mean (i) the principal of and interest on the Loans made under the Credit Agreement, (ii) all other obligations and indebtedness of the Obligors with respect each Borrower to the Existing Letters of Credit (includingLenders now existing or hereafter incurred under, without limitationarising out of, the Obligors' reimbursement obligations under this Agreement and or in connection with the Credit Agreement and the continuing obligation other Credit Documents and the due performance and compliance by each Borrower with all of the Obligors to pay terms, conditions and agreements contained in the fees owing pursuant to the Waiver, the Fourth Amendment Credit Agreement and the other Credit Agreement); Documents, (iiiii) any and all sums incurred or advanced by the Issuing BankCollateral Agent in order to preserve the Collateral (as hereinafter defined) or to preserve its security interest in the Collateral, the Agent and the Lenders (Aiv) in connection with the negotiation, preparation, execution and delivery event of any Credit Documentproceeding for the collection or enforcement of any indebtedness, including, without limitation, this Agreement, and any documents related thereto and (B) to collect or enforce any obligations, obligations or liabilities of the Obligors any Borrower referred to in clause clauses (i), (ii) or (iii) above, including but not limited to after an Event of Default shall have occurred and be continuing, the reasonable expense expenses of retaking, holding, preparing for salesale or lease, selling or otherwise disposing of or realizing on the Collateral, or of any exercise by the Issuing Bank, the Collateral Agent and the Lenders of their its rights hereunder or under the Credit Agreement, any other Credit Document or applicable lawhereunder, together with reasonable attorneys' fees and court costs; costs and (iiiv) all amounts paid by any amount owed by Indemnitee (as hereinafter defined) as to which such Indemnitee has the Obligors right to reimbursement under Section 13 of this Agreement9 hereof.

Pledge and Grant of Security Interest. As collateral security The Issuer hereby pledges to the Trustee for its benefit and for the ------------------------------------- Obligations, each Obligor hereby pledges and assigns to the Agent, for the ratable benefit of the Issuing Bank Holders of the Notes, and grants to the LendersTrustee for its benefit and for the ratable benefit of the Holders of the Notes, a continuing possessory lien and enforceable perfected first priority security interest in and to all of such Obligorthe Issuer's right, title and interest in, to and under the following (hereinafter collectively referred to as the "Collateral"), whether characterized as investment property, general intangibles or otherwise: (a) the United States Treasury securities identified in Annex 1 to Exhibit A to this Escrow Agreement (the "Pledged Securities"), (b) any and all applicable security entitlements with respect to the Cash Collateral Pledged Securities, (c) the Bank One, N.A. account in the name of "Bank One, N.A., as Trustee for the benefit of the holders of the 9.95% Senior Secured Notes due 2004 of Kitty Hawk, Inc. Escrow Account", Administrative Account No. 6802026999 (as hereinafter definedthe "Escrow Account") together with all deposits made from time established and maintained by the Trustee pursuant to time therein this Escrow Agreement, (d) any and all investments from time related securities accounts in which security entitlements with respect to time therein the Pledged Securities are held, and (e) all proceeds of any and all of the foregoing Collateral (including, without limitation, Two Yankee Certificates of Deposit in the name proceeds that constitute property of the Company with maturities types described in clauses (a) - (d) of November 3this Section 1) and, 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 hereofextent not otherwise included, and related investments (including cash and non-cash 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 thereof)(collectively, the "Collateral"). As used herein, "Obligations" means (i) all obligations of the Obligors with respect to any sale of the Existing Letters of Credit (including, without limitationPledged Securities, the Obligors' reimbursement obligations under this Agreement Issuer shall be entitled to re-invest such net proceeds in any other U.S. Government Obligations subject to the provisions hereof; provided that the Trustee and Holders shall receive a continuing perfected first priority security interest therein until the Credit Agreement and the continuing obligation release of the Obligors any of such Collateral or any portion thereof from time to pay the fees owing time 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 Agreement4 hereof.

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, each Obligor the Pledgor hereby assigns and pledges and assigns to the Agent, Collateral Agent for the benefit of the Issuing Bank Trustee and the Lendersratable benefit of the Holders and hereby grants to the Collateral Agent for the benefit of the Trustee and for the ratable benefit of the Holders, a continuing possessory lien on and enforceable perfected security interest in all of such Obligorthe Pledgor's right, title and interest in, to and under the following property: (a) the U.S. Government Obligations identified by CUSIP No. in and Schedule I to this Pledge Agreement (the Cash Collateral Account "Initial Pledged Securities"); (as hereinafter definedb) 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 security entitlements relating thereto; (d) the Collateral Account, all deposits made financial assets and security entitlements from time to time therein carried in the Collateral Account and all investments funds held therein; (e) all Cash Equivalents from time to time therein credited to the Collateral Account or otherwise held in the name of the Collateral Agent, and all security entitlements to the Cash Equivalents and any money market deposit accounts or money market securities accounts relating to or constituting any Cash Equivalent credited to the Collateral Account or otherwise held in the name of the Collateral Agent; (f) all notes, certificates of deposit, deposit accounts, checks and other instruments, if any, from time to time hereafter delivered to or otherwise possessed by the Collateral Agent for or on behalf of the Pledgor and specifically designated by the Pledgor to constitute Collateral or to be in substitution for any or all of the then existing Collateral; (g) all certificates and instruments, if any, from time to time representing or evidencing the Collateral Account, the Pledged Securities and Cash Equivalent; (h) all interest, dividends, cash, instruments and other property, if any, from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the then existing Collateral; and (i) all proceeds of any and all of the foregoing Collateral (including, without limitation, Two Yankee Certificates of Deposit in the name proceeds that constitute property of the Company types described in clauses (a) through (h) 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 maturities respect to any of November 3, 1997 the foregoing Collateral and December 1, 1997, respectively(ii) cash proceeds of any and all cash and non-cash proceeds thereof, from the date of the establishment foregoing Collateral) (such property described in clauses (a) through (i) of the Cash Collateral Account until the termination thereof pursuant this Section 1.3 being collectively referred to the terms hereof, and related investments (including cash and non-cash proceeds thereof)(collectively, herein as the "Collateral"). As used herein, "Obligations" means (i) all obligations Without limiting the generality of the Obligors with respect 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 Existing Letters of Credit (including, without limitationTrustee under the Notes, the Obligors' reimbursement obligations under Indenture, this Pledge 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 other transaction documents related thereto and (B) to collect but for the fact that they are unenforceable or enforce any obligations, or liabilities of the Obligors referred to in clause (i) above, including but not limited allowable due to the reasonable expense existence of retakinga bankruptcy, holding, preparing for sale, selling reorganization or otherwise disposing of or realizing on similar proceeding involving 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 AgreementPledgor.

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, each Obligor the Pledgor hereby assigns and pledges and assigns to the Agent, Collateral Agent for the benefit of the Issuing Bank Trustee and the Lendersratable benefit of the Holders and hereby grants to the Collateral Agent for the benefit of the Trustee and for the ratable benefit of the Holders, a continuing possessory lien on and enforceable first priority perfected security interest in all of such Obligorthe Pledgor's right, title and interest in, to and under the following property: (a) (i) the U.S. Government Obligations identified by CUSIP No. in Part I of Schedule I to this Pledge Agreement (the "Initial Pledged Securities") and (ii) the U.S. Government Obligations, if any, identified by CUSIP No. in a supplement or supplements (each, a "Supplement," the form of which is attached hereto as Exhibit B) (the "Additional Pledged Securities" and, together with the Initial Pledged Securities, the "Pledged Securities") and the certificates representing the Pledged Securities (if any), the scheduled payments of principal and interest thereon which will be sufficient to provide for payment in full of the first ten scheduled interest payments due on the Notes, (b) the security entitlements described in Part II of said Schedule I and in each Supplement, if any, with respect to the Cash financial assets described, the securities intermediary named, and the securities account referred to therein, (c) the Collateral Account Account, all security entitlements from time to time carried in the Collateral Account, all funds held therein and all certificates and instruments, if any, from time to time representing or evidencing the Collateral Account, (d) all Collateral Investments (as hereinafter defined) together with all deposits made from time to time therein and all investments 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 entitlement to the Collateral Investments is carried, (e) all notes, certificates of deposit, deposit accounts, checks and other instruments, if any, from time to time therein hereafter delivered to or otherwise possessed by the Collateral Agent for or on behalf of the Pledgor and specifically designated by the Pledgor to be in substitution for any or all of the then existing Collateral, (f) all interest, dividends, cash, instruments and 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 (g) all proceeds of any and all of the foregoing Collateral (including, without limitation, Two Yankee Certificates of Deposit in the name proceeds that constitute property of the Company 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 maturities respect to any of November 3, 1997 the foregoing Collateral and December 1, 1997, respectively(ii) cash proceeds of any and all cash and non-cash proceeds thereof, from the date of the establishment foregoing Collateral (such property described in clauses (a) through (g) of the Cash Collateral Account until the termination thereof pursuant this Section 1.3 being collectively referred to the terms hereof, and related investments (including cash and non-cash proceeds thereof)(collectively, herein as the "Collateral"). As used herein, "Obligations" means (i) all obligations Without limiting the generality of the Obligors with respect 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 Existing Letters of Credit (including, without limitationTrustee under the Notes, the Obligors' reimbursement obligations under Indenture, this Pledge 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 other transaction documents related thereto and (B) to collect but for the fact that they are unenforceable or enforce any obligations, or liabilities of the Obligors referred to in clause (i) above, including but not limited allowable due to the reasonable expense existence of retakinga bankruptcy, holding, preparing for sale, selling reorganization or otherwise disposing of or realizing on similar proceeding involving 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 AgreementPledgor.

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, each Obligor the Pledgor hereby pledges and assigns grants to the Agent, Trustee for its benefit and for the ratable benefit of the Issuing Bank and Holders of the LendersNotes, a continuing possessory lien on and enforceable perfected security interest in all of such Obligorthe 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 Cash 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 Account Investments (as hereinafter defined) together with and all deposits made 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 therein 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 all investments other property, if any, from time to time therein received 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, Two Yankee Certificates of Deposit in the name proceeds that constitute property of the Company with maturities types described in clauses (a) - (g) of November 3, 1997 and December 1, 1997, respectivelythis Section 1.3) and all cash and non-cash proceeds thereof, from the date of the establishment of the Cash Collateral Account until the termination thereof pursuant (such property being collectively referred to the terms hereof, and related investments (including cash and non-cash proceeds thereof)(collectively, herein as 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 collateral security It is the intention of the parties 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 pledges to the Administrative Agent for its benefit and for the ------------------------------------- Obligations, each Obligor hereby pledges and assigns to the Agent, for the ratable benefit of the Issuing Bank Lenders, and hereby grants to the Administrative Agent for its benefit and for the ratable benefit of the Lenders, as applicable, a continuing possessory lien and enforceable perfected first-priority security interest in and to all of such Obligor's the Pledgor’s right, title and interest in, to and under the following, whether characterized as investment property, certificated securities, uncertificated securities, general intangibles or otherwise: (a) the Escrow Account, all funds held therein and all certificates and instruments, if any, from time to time representing or evidencing the Escrow Account, (b) all Escrow Investments, all certificates and instruments, if any, representing or evidencing the Escrow Investments and all other property, including any financial assets (as defined in and Section 9-102(a)(29) of the U.C.C.) credited to the Cash Escrow Account and any and all security entitlements to the Escrow Investments and other property or financial assets credited to the Escrow Account, and any and all related securities accounts in which security entitlements to the Escrow Investments or other property or financial assets credited to the Escrow Account are carried, (c) all cash, notes, deposit accounts, checks and other instruments, if any, from time to time hereafter delivered to or otherwise possessed by the Escrow Agent, as Escrow Agent and securities intermediary of the Pledgor only and not in any other capacity, for or on behalf of the Pledgor in substitution for or in addition to any or all of the then existing Collateral Account (as hereinafter defined), and (d) together all proceeds of and other distributions on or with all deposits made from time respect to time therein any and all investments from time to time therein of the foregoing Collateral (including, without limitation, Two Yankee Certificates all dividends, interest, principal payments, cash, options, warrants, rights, investments, subscriptions and other property or proceeds, including proceeds that constitute property of Deposit the types described in clauses (a) through (c) of this Section 1.4) (clauses (a) through (d) being hereinafter collectively referred to 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 name of the 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 (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) as set forth 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 collateral security for the ------------------------------------- prompt and complete payment and performance when due (whether at the stated maturity, by acceleration or otherwise) of the Obligations, each Obligor the Pledgor hereby assigns and pledges and assigns to the Agent, Collateral Agent for the benefit of the Issuing Bank Trustee and the Lendersratable benefit of the Holders and hereby grants to the Collateral Agent for the benefit of the Trustee and for the ratable benefit of the Holders, a continuing possessory lien on and enforceable first priority perfected security interest in all of such Obligorthe Pledgor's right, title and interest in, to and under the following property: (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 thereon which will be sufficient to provide for payment in full of the first eight scheduled interest payments due on the Notes, (b) the security entitlements described in Part II of said Schedule I, with respect to the Cash financial assets described, the securities intermediary named, and the securities account referred to therein, (c) the Collateral Account Account, all security entitlements from time to time carried in the Collateral Account, all funds held therein and all certificates and instruments, if any, from time to time representing or evidencing the Collateral Account, (d) all Collateral Investments (as hereinafter defined) together with all deposits made from time to time therein and all investments 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) all notes, certificates of deposit, deposit accounts, checks and other instruments, if any, from time to time therein hereafter delivered to or otherwise possessed by the Collateral Agent for or on behalf of the Pledgor and specifically designated by the Pledgor to be in substitution for any or all of the then existing Collateral, (f) all interest, dividends, cash, instruments and 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 (g) all proceeds of any and all of the foregoing Collateral (including, without limitation, Two Yankee Certificates of Deposit in the name proceeds that constitute property of the Company 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 maturities respect to any of November 3, 1997 the foregoing Collateral and December 1, 1997, respectively(ii) cash proceeds of any and all cash and non-cash proceeds thereof, from the date of the establishment foregoing Collateral (such property described in clauses (a) through (g) of the Cash Collateral Account until the termination thereof pursuant this Section 1.3 being collectively referred to the terms hereof, and related investments (including cash and non-cash proceeds thereof)(collectively, herein as the "Collateral"). As used herein, "Obligations" means (i) all obligations Without limiting the generality of the Obligors with respect 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 Existing Letters of Credit (including, without limitationTrustee under the Notes, the Obligors' reimbursement obligations under Indenture, this Pledge 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 other transaction documents related thereto and (B) to collect but for the fact that they are unenforceable or enforce any obligations, or liabilities of the Obligors referred to in clause (i) above, including but not limited allowable due to the reasonable expense existence of retakinga bankruptcy, holding, preparing for sale, selling reorganization or otherwise disposing of or realizing on similar proceeding involving 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 AgreementPledgor.

Pledge and Grant of Security Interest. As collateral security (a) The Issuer hereby pledges to the Escrow Agent for its benefit and for the ------------------------------------- Obligations, each Obligor hereby pledges and assigns to the Agent, for the ratable benefit of the Issuing Bank Holders of the Preferred Securities, as their respective interests appear, and grants to the LendersEscrow Agent for its benefit and for the ratable benefit of the Holders of the Preferred Securities, a continuing possessory lien and enforceable perfected first priority security interest in and to all of such Obligorthe Issuer'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, general intangibles, documents, instruments, accounts or otherwise: (a) the United States Treasury securities identified in Annex 1 to Exhibit A to this Escrow Agreement (the "Firm Pledged Securities" and, together with the Additional Pledged Securities, the "Pledged Securities"), (b) the United States Treasury securities, if any, to be purchased pursuant to Section 1(b), (c) any and all applicable security entitlements to the Cash Pledged Securities, (d) The [Bank of New York] account in the name of [The Bank of New York], as Escrow Agent for the benefit of the holders of the -% Exchangeable Limited Liability Company Preferred Securities mandatorily redeemable - of CellNet Funding, LLC Collateral Escrow Account", Administrative Account No. - (as hereinafter definedthe "Escrow Account") together with all deposits made from time established and maintained by the Escrow Agent pursuant to time therein this Escrow Agreement, (e) any and all investments from time related securities accounts in which security entitlements to time therein the Pledged Securities are carried, and (f) all proceeds in any form of any and all of the foregoing Collateral (including, without limitation, Two Yankee Certificates of Deposit in the name proceeds that constitute property of the Company with maturities types described in clauses (a) - (e) of November 3this Section 1) and, 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 hereofextent not otherwise included, and related investments (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 Agreementcash.

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, each Obligor the Pledgor hereby assigns and pledges and assigns to the Agent, Collateral Agent for the benefit of the Issuing Bank Trustee and the Lendersratable benefit of the Holders and hereby grants to the Collateral Agent for the benefit of the Trustee and for the ratable benefit of the Holders, a continuing possessory lien on and enforceable perfected security interest in all of such Obligorthe Pledgor's right, title and interest in, to and under the following property: (a) (i) the U.S. Government Obligations identified by CUSIP No. in Part I of Schedule I to this Pledge Agreement (the "Initial Pledged Securities") and (ii) the U.S. Government Obligations, if any, identified by CUSIP No. in a supplement or supplements (each, a "Supplement," the form of which is attached hereto as Exhibit B) to the Cash Pledge Agreement (the "Additional Pledged Securities" and, together with the Initial Pledged Securities, the "Pledged Securities") and the certificates representing the Pledged Securities (if any), the scheduled payments of principal and interest thereon which will be sufficient to provide for payment in full of the first six scheduled interest payments due on the Notes, (b) the security entitlements described in Part II of said Schedule I and in each Supplement to the Pledge Agreement, if any, with respect to the financial assets described, the securities intermediary named, and the securities account referred to therein, (c) the Collateral Account Account, all security entitlements from time to time carried in the Collateral Account, all funds held therein and all certificates and instruments, if any, from time to time representing or evidencing the Collateral Account, (d) all Collateral Investments (as hereinafter defined) together with all deposits made from time to time therein and all investments 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) all notes, certificates of deposit, deposit accounts, checks and other instruments, if any, from time to time therein hereafter delivered to or otherwise possessed by the Collateral Agent for or on behalf of the Pledgor and specifically designated by the Pledgor to be in substitution for any or all of the then existing Collateral, (f) all interest, dividends, cash, instruments and 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 (g) all proceeds of any and all of the foregoing Collateral (including, without limitation, Two Yankee Certificates of Deposit in the name proceeds that constitute property of the Company 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 maturities respect to any of November 3, 1997 the foregoing Collateral and December 1, 1997, respectively(ii) cash proceeds of any and all cash and non-cash proceeds thereof, from the date of the establishment foregoing Collateral (such property described in clauses (a) through (g) of the Cash Collateral Account until the termination thereof pursuant this Section 1.3 being collectively referred to the terms hereof, and related investments (including cash and non-cash proceeds thereof)(collectively, herein as the "Collateral"). As used herein, "Obligations" means (i) all obligations Without limiting the generality of the Obligors with respect 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 Existing Letters of Credit (including, without limitationTrustee under the Notes, the Obligors' reimbursement obligations under Indenture, this Pledge 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 other transaction documents related thereto and (B) to collect but for the fact that they are unenforceable or enforce any obligations, or liabilities of the Obligors referred to in clause (i) above, including but not limited allowable due to the reasonable expense existence of retakinga bankruptcy, holding, preparing for sale, selling reorganization or otherwise disposing of or realizing on similar proceeding involving 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 AgreementPledgor.

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, each Obligor the Pledgor hereby assigns and pledges and assigns to the Agent, Collateral Agent for the benefit of the Issuing Bank Trustee and the Lendersratable benefit of the Holders and hereby grants to the Collateral Agent for the benefit of the Trustee and for the ratable benefit of the Holders, a continuing possessory lien on and enforceable perfected security interest in all of such Obligor's the Pledgor’s right, title and interest in, to and under the following property: (a) (i) the U.S. Government Obligations identified by CUSIP No. in Part I of Schedule I to this Pledge Agreement (the “Initial Pledged Securities”) and (ii) the U.S. Government Obligations, if any, identified by CUSIP No. in a supplement or supplements (each, a “Supplement,” the form of which is attached hereto as Exhibit B) to the Cash Pledge Agreement (the “Additional Pledged Securities” and, together with the Initial Pledged Securities, the “Pledged Securities”) and the certificates representing the Pledged Securities (if any), the scheduled payments of principal and interest thereon which will be sufficient to provide for payment in full of the first six scheduled interest payments due on the Notes, (b) the security entitlements described in Part II of said Schedule I and in each Supplement to the Pledge Agreement, if any, with respect to the financial assets described, the securities intermediary named, and the securities account referred to therein, (c) the Collateral Account Account, all security entitlements from time to time carried in the Collateral Account, all funds held therein and all certificates and instruments, if any, from time to time representing or evidencing the Collateral Account, (d) all Collateral Investments (as hereinafter defined) together with all deposits made from time to time therein and all investments 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) all notes, certificates of deposit, deposit accounts, checks and other instruments, if any, from time to time therein hereafter delivered to or otherwise possessed by the Collateral Agent for or on behalf of the Pledgor and specifically designated by the Pledgor to be in substitution for any or all of the then existing Collateral, (f) all interest, dividends, cash, instruments and 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 (g) all proceeds of any and all of the foregoing Collateral (including, without limitation, Two Yankee Certificates of Deposit in the name proceeds that constitute property of the Company with maturities types described in clauses (a)-(f) of November 3this Section 1.3) and, 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 hereofextent not otherwise included, and related investments (including cash and non-cash proceeds thereof)(collectively, the "Collateral"). As used herein, "Obligations" means all (i) all obligations payments under insurance (whether or not the Trustee is the loss payee thereof) or any indemnity, warranty or guaranty, payable by reason of the Obligors loss or damage to or otherwise 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 any of the Obligors to pay the fees owing pursuant to the Waiver, the Fourth Amendment foregoing Collateral and the Credit Agreement); (ii) cash proceeds of any and all sums incurred or advanced of the foregoing Collateral (such property described in clauses (a) through (g) of this Section 1.3 being collectively referred to herein as the “Collateral”). Without limiting the generality of the foregoing, this Pledge Agreement secures the payment of all amounts that constitute part of the Obligations and would be owed by the Issuing BankPledgor to the Trustee under the Notes, the Agent and the Lenders (A) in connection with the negotiation, preparation, execution and delivery of any Credit Document, including, without limitationIndenture, this Agreement, Pledge Agreement and any other transaction documents related thereto and (B) to collect but for the fact that they are unenforceable or enforce any obligations, or liabilities of the Obligors referred to in clause (i) above, including but not limited allowable due to the reasonable expense existence of retakinga bankruptcy, holding, preparing for sale, selling reorganization or otherwise disposing of or realizing on similar proceeding involving 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 AgreementPledgor.

Pledge and Grant of Security Interest. As collateral security for to secure the ------------------------------------- full and prompt payment when due (whether at stated maturity, by acceleration or otherwise) of the Obligations, each Obligor Borrower hereby pledges and assigns to the Disbursement Agent, for the benefit of the Issuing Bank and the Lenders, a continuing possessory lien Lien and enforceable perfected security interest in all of such Obligor's the right, title and interest of such Borrower in and to the Cash Collateral Account (as hereinafter defined) together with Disbursement Account, in all deposits made from time to time therein and funds deposited therein, in all investments from time to time therein (includingtherein, without limitation, Two Yankee Certificates of Deposit and in the name of the Company with maturities of November 3, 1997 and December 1, 1997, respectively) and all cash and non-cash proceeds thereofof any of the foregoing (collectively, the "Collateral"), from the date of the establishment of the Cash Collateral Disbursement Account until the termination thereof pursuant to the terms hereof, and related investments (including cash and non-cash proceeds thereof)(collectively, the "Collateral"). As used herein, "Obligations" means shall mean (i) the principal of and interest on the Loans made under the Credit Agreement, (ii) all other obligations and indebtedness of the Obligors with respect each Borrower to the Existing Letters of Credit (includingLenders now existing or hereafter incurred under, without limitationarising out of, the Obligors' reimbursement obligations under this Agreement and or in connection with the Credit Agreement and the continuing obligation other Credit Documents and the due performance and compliance by each Borrower with all of the Obligors to pay terms, conditions and agreements contained in the fees owing pursuant to the Waiver, the Fourth Amendment Credit Agreement and the other Credit Agreement); Documents, (iiiii) any and all sums incurred or advanced by the Issuing BankDisbursement Agent in order to preserve the Collateral or to preserve its security interest in the Collateral, the Agent and the Lenders (Aiv) in connection with the negotiation, preparation, execution and delivery event of any Credit Documentproceeding for the collection or enforcement of any indebtedness, including, without limitation, this Agreement, and any documents related thereto and (B) to collect or enforce any obligations, obligations or liabilities of the Obligors any Borrower referred to in clause clauses (i), (ii) or (iii) above, including but not limited to after an Event of Default shall have occurred and be continuing, the reasonable expense expenses of retaking, holding, preparing for salesale or lease, selling or otherwise disposing of or realizing on the Collateral, or of any exercise by the Issuing Bank, the Disbursement Agent and the Lenders of their its rights hereunder or under the Credit Agreement, any other Credit Document or applicable lawhereunder, together with reasonable attorneys' fees and court costs; , and (iiiv) all amounts paid by any amount owed by Indemnitee (as hereinafter defined) as to which such Indemnitee has the Obligors right to reimbursement under Section 13 of this Agreement10 hereof.

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

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, each Obligor the Pledgor hereby assigns and pledges and assigns to the Agent, Collateral Agent for the benefit of the Issuing Bank Trustee and the Lendersratable benefit of the Holders and hereby grants to the Collateral Agent for the benefit of the Trustee and for the ratable benefit of the Holders, a continuing possessory lien on and enforceable first priority perfected security interest in all of such Obligorthe Pledgor's right, title and interest in, to and under the following property: (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 thereon which will be sufficient to provide for payment in full of the ten scheduled interest payments due on the Notes, (b) the security entitlements described in said Schedule I with respect to the financial assets described, the securities intermediary named, and the securities account referred to therein, (c) the Collateral Account, all security entitlements from time to time carried in the Collateral Account, all funds held therein and all certificates and instruments, if any, from time to time representing or evidencing the Collateral Account, (d) any "Deposit Accounts" at the Custodian, as defined in and maintained pursuant to that certain Account Control Agreement dated as of even date herewith by and between the Cash 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) together with all deposits made from time to time therein and all investments 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, (f) all notes, certificates of deposit, deposit accounts, checks and other instruments, if any, from time to time therein hereafter delivered to or otherwise possessed by the Collateral Agent for or on behalf of the Pledgor and specifically designated by the Pledgor to be in substitution for any or all of the then existing Collateral, (g) all interest, dividends, cash, instruments and other property, if any, from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the then existing Collateral and (h) all proceeds of any and all of the foregoing Collateral (including, without limitation, Two Yankee Certificates of Deposit in the name proceeds that constitute property of the Company 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 maturities respect to any of November 3, 1997 the foregoing Collateral and December 1, 1997, respectively(ii) cash proceeds of any and all cash and non-cash proceeds thereof, from the date of the establishment foregoing Collateral (such property described in clauses (a) through (g) of the Cash Collateral Account until the termination thereof pursuant this Section 1.3 being collectively referred to the terms hereof, and related investments (including cash and non-cash proceeds thereof)(collectively, herein as the "Collateral"). As used herein, "Obligations" means (i) all obligations Without limiting the generality of the Obligors with respect 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 Existing Letters of Credit (including, without limitationTrustee under the Notes, the Obligors' reimbursement obligations under Indenture, this Pledge 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 other transaction documents related thereto and (B) to collect but for the fact that they are unenforceable or enforce any obligations, or liabilities of the Obligors referred to in clause (i) above, including but not limited allowable due to the reasonable expense existence of retakinga bankruptcy, holding, preparing for sale, selling reorganization or otherwise disposing of or realizing on similar proceeding involving 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 AgreementPledgor.

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

Pledge and Grant of Security Interest. As collateral security It is the intention of the parties 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 pledges to the Administrative Agent for its benefit and for the ------------------------------------- Obligations, each Obligor hereby pledges and assigns to the Agent, for the ratable benefit of the Issuing Bank Lenders, and hereby grants to the Administrative Agent for its benefit and for the ratable benefit of the Lenders, as applicable, a continuing possessory lien and enforceable perfected first-priority security interest in and to all of such Obligor's the Pledgor’s right, title and interest in, to and under the following, whether characterized as investment property, certificated securities, uncertificated securities, general intangibles or otherwise: (a) the Escrow Account, all funds held therein and all certificates and instruments, if any, from time to time representing or evidencing the Escrow Account, (b) all Escrow Investments, all certificates and instruments, if any, representing or evidencing the Escrow Investments and all other property, including any financial assets (as defined in and Section 9102(a)(29) of the U.C.C.) credited to the Cash Escrow Account and any and all security entitlements to the Escrow Investments and other property or financial assets credited to the Escrow Account, and any and all related securities accounts in which security entitlements to the Escrow Investments or other property or financial assets credited to the Escrow Account are carried, (c) all cash, notes, deposit accounts, checks and other instruments, if any, from time to time hereafter delivered to or otherwise possessed by the Escrow Agent, as Escrow Agent and securities intermediary of the Pledgor only and not in any other capacity, for or on behalf of the Pledgor in substitution for or in addition to any or all of the then existing Collateral Account (as hereinafter defined), and (d) together all proceeds of and other distributions on or with all deposits made from time respect to time therein any and all investments from time to time therein of the foregoing Collateral (including, without limitation, Two Yankee Certificates all dividends, interest, principal payments, cash, options, warrants, rights, investments, subscriptions and other property or proceeds, including proceeds that constitute property of Deposit the types described in clauses (a) through (c) of this Section 1.4) (clauses (a) through (d) being hereinafter collectively referred to 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 name of the 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 (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) as set forth 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 collateral security for the ------------------------------------- prompt and complete payment and performance when due (whether at the stated maturity, by acceleration or otherwise) of the Obligations, each Obligor the Pledgor hereby assigns and pledges and assigns to the Agent, Trustee for its benefit and the ratable benefit of the Issuing Bank Holders and hereby grants to the LendersTrustee for its benefit and for the ratable benefit of the Holders, a continuing possessory lien on and enforceable perfected security interest in all of such Obligorthe Pledgor's right, title and interest in, to and under the following property: (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 thereon which will be sufficient to provide for payment in full of the first six scheduled interest payments due on the Notes, (b) the security entitlements described in Part II of said Schedule I with respect to the Cash financial 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 Account Investments (as hereinafter defined) together with all deposits made from time to time and all certificates and instruments, if any, representing or evidencing the Collateral Investments, and any and all security entitlements to the Collateral Investments, and any and all related securities accounts in which any security entitlements to the Collateral Investments is carried, (e) the Cash Collateral Account, all funds held therein and all investments certificates or instruments, if any, from time to time therein representing or evidencing 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 Collateral Agent for or on behalf of the Pledgor and specifically designated by the Pledgor to be in substitution for any or all of the then existing Collateral, (g) all interest, dividends, cash, instruments and other property, if any, from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the then existing Collateral and (h) all proceeds of any and all of the foregoing Collateral (including, without limitation, Two Yankee Certificates of Deposit in the name proceeds that constitute property of the Company 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 maturities respect to any of November 3, 1997 the foregoing Collateral and December 1, 1997, respectively(ii) cash proceeds of any and all cash and non-cash proceeds thereof, from the date of the establishment of the Cash foregoing Collateral Account until the termination thereof pursuant (such property being collectively referred to the terms hereof, and related investments (including cash and non-cash proceeds thereof)(collectively, herein as the "Collateral"). As used herein, "Obligations" means (i) all obligations Without limiting the generality of the Obligors with respect 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 Existing Letters of Credit (including, without limitationTrustee under the Notes, the Obligors' reimbursement obligations under Indenture, this Pledge 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 other transaction documents related thereto and (B) to collect but for the fact that they are unenforceable or enforce any obligations, or liabilities of the Obligors referred to in clause (i) above, including but not limited allowable due to the reasonable expense existence of retakinga bankruptcy, holding, preparing for sale, selling reorganization or otherwise disposing of or realizing on similar proceeding involving 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 AgreementPledgor.

Pledge and Grant of Security Interest. As collateral security for the ------------------------------------- Obligations, each Obligor The Pledgor hereby pledges and assigns to the Agent, Collateral Agent (for the benefit of the Issuing Bank Secured Parties) and hereby grants to the Lenders, Collateral Agent (for the benefit of the Secured Parties) a continuing possessory lien and enforceable perfected first priority security interest in and to all of such Obligor's the Pledgor’s right, title and interest in in, to and under the following (hereinafter collectively referred to as the Cash Collateral Account “Collateral”), whether characterized as investment property, certificated securities, uncertificated securities, general intangibles or otherwise: (as hereinafter defineda) together with the Escrow Account, all deposits made funds held therein and all certificates and instruments, if any, from time to time therein representing or evidencing the Escrow Account, (b) all Collateral Investments and all investments 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 security entitlements to the Collateral Investments are carried, (c) all cash, notes, deposit accounts, checks and other instruments, if any, from time to time therein hereafter delivered to or otherwise possessed by the Escrow Agent for or on behalf of the Pledgor in substitution for or in addition to any or all the then existing Collateral, and (d) all proceeds of and other distributions on or with respect to any and all of the foregoing Collateral (including, without limitation, Two Yankee Certificates of Deposit in the name all dividends, interest, principal payments, cash, options, warrants, rights, investments, subscriptions and other property or proceeds, including proceeds that constitute property of the Company with maturities types described in clauses (a) through (c) 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 this Section 3.1). Notwithstanding any provision to the terms hereof, and related investments (including cash and non-cash proceeds thereof)(collectivelycontrary herein, the "Collateral"Escrow Agent (in its capacity as a securities intermediary) hereby agrees that it will comply with written entitlement orders originated by the Collateral Agent (in its capacity as a secured party/purchaser) without further consent by the Pledgor (in its capacity as a debtor/entitlement holder). As used herein, "Obligations" means (i) all obligations it being acknowledged and agreed that so long as no Event of the Obligors with respect to the Existing Letters of Credit (including, without limitationDefault exists, 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 Escrow Agent shall honor entitlement orders issued by the Issuing Bank, the Agent and the Lenders (A) Pledgor in connection accordance 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 Sections 4 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 Agreement5 hereof.

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, each Obligor the Pledgor hereby assigns and pledges and assigns to the Agent, Collateral Agent for the benefit of CCI and for the Issuing Bank indirect benefit of the Trustee and the Lendersratable 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 and for the ratable indirect benefit of the Holders, a continuing possessory lien on and enforceable perfected security interest in in, and control of, all of such Obligor's its right, title and interest in and to the Cash following property, whether now existing or hereafter acquired or arising: (a) the U.S. Government Obligations identified by CUSIP No. in Part I of Schedule I to this Pledge Agreement (the "Pledged Securities"), (b) the security entitlements described in Part II of said Schedule I with respect to the financial assets described, the securities intermediary named, and the securities account referred to therein, (c) the Collateral Account Account, all security entitlements from time to time carried in the Collateral Account, all funds held therein and all certificates and instruments, if any, from time to time representing or evidencing the Collateral Account, (d) all Collateral Investments (as hereinafter defined) together with all deposits made from time to time therein and all investments certificates and instruments, if any, representing or evidencing the Collateral Investments, and any and all security entitlements to the Collateral Investments, and any and all related securities accounts in which any security entitlements to the Collateral Investments are carried, (e) all notes, certificates of deposit, deposit accounts, checks and other instruments, if any, from time to time therein hereafter delivered to or otherwise possessed by the Collateral Agent for or on behalf of the Pledgor and specifically designated by the Pledgor to be in substitution for any or all of the then existing Collateral, (f) all interest, dividends, cash, instruments and 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 (g) all proceeds of any and all of the foregoing Collateral (including, without limitation, Two Yankee Certificates of Deposit in the name proceeds that constitute property of the Company 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 maturities respect to any of November 3, 1997 the foregoing Collateral and December 1, 1997, respectively(ii) cash proceeds of any and all cash and non-cash proceeds thereof, from the date of the establishment foregoing Collateral (such property described in clauses (a) through (g) of the Cash Collateral Account until the termination thereof pursuant this Section 1.3 being collectively referred to the terms hereof, and related investments (including cash and non-cash proceeds thereof)(collectively, herein as the "Collateral"). As used herein, "Obligations" means (i) all obligations Without limiting the generality of the Obligors with respect 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 Existing Letters of Credit (includingMirror Note, without limitation, the Obligors' reimbursement obligations under this Pledge 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 other transaction documents related thereto and (B) to collect but for the fact that they are unenforceable or enforce any obligations, or liabilities of the Obligors referred to in clause (i) above, including but not limited allowable due to the reasonable expense existence of retakinga bankruptcy, holding, preparing for sale, selling reorganization or otherwise disposing of or realizing on similar proceeding involving 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 AgreementPledgor.

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, each Obligor the Pledgor hereby pledges and assigns grants to the Agent, Trustee for its benefit and for the ratable benefit of the Issuing Bank and Holders of the LendersNotes, a continuing possessory lien on and enforceable perfected security interest in all of such Obligorthe 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 Cash 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 Account Investments (as hereinafter defined) together with and all deposits made 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 therein 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 all investments other property, if any, from time to time therein 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, Two Yankee Certificates of Deposit in the name proceeds that constitute property of the Company with maturities types described in clauses (a) - (g) of November 3, 1997 and December 1, 1997, respectivelythis Section 1.3) and all cash and non-cash proceeds thereof, from the date of the establishment of the Cash Collateral Account until the termination thereof pursuant (such property being collectively referred to the terms hereof, and related investments (including cash and non-cash proceeds thereof)(collectively, herein as 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 collateral security for the ------------------------------------- prompt and complete payment and performance when due (whether at the stated maturity, by acceleration or otherwise) of the Obligations, each Obligor the Pledgor hereby assigns and pledges and assigns to the Agent, Collateral Agent for the benefit of the Issuing Bank Trustee and the Lendersratable benefit of the Holders and hereby grants to the Collateral Agent for the benefit of the Trustee and for the ratable benefit of the Holders, a continuing possessory lien on and enforceable perfected security interest in all of such Obligor's the Pledgor’s right, title and interest in, to and under the following property: (a) the U.S. Government Obligations identified by CUSIP No. in Schedule I to this Pledge Agreement (the “Pledged Securities”); (b) the security entitlements relating thereto; (c) the Collateral Account, all financial assets and to the Cash Collateral Account (as hereinafter defined) together with all deposits made security entitlements from time to time therein carried in the Collateral Account and all investments funds held therein; (d) all Cash Equivalents from time to time therein credited to the Collateral Account or otherwise held in the name of the Collateral Agent, and all security entitlements to the Cash Equivalents and any money market deposit accounts or money market securities accounts relating to or constituting any Cash Equivalent credited to the Collateral Account or otherwise held in the name of the Collateral Agent; (e) all notes, certificates of deposit, deposit accounts, checks and other instruments, if any, from time to time hereafter delivered to or otherwise possessed by the Collateral Agent for or on behalf of the Pledgor and specifically designated by the Pledgor to constitute Collateral or to be in substitution for any or all of the then existing Collateral; (f) all certificates and instruments, if any, from time to time representing or evidencing the Collateral Account, the Pledged Securities and Cash Equivalent; (g) all interest, dividends, cash, instruments and other property, if any, from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the then existing Collateral; and (h) all proceeds of any and all of the foregoing Collateral (including, without limitation, Two Yankee Certificates of Deposit in the name proceeds that constitute property of the Company with maturities types described in clauses (a) through (g) of November 3this Section 1.3 and, 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 hereofextent not otherwise included, and related investments (including cash and non-cash proceeds thereof)(collectively, the "Collateral"). As used herein, "Obligations" means all (i) all obligations payments under insurance (whether or not the Trustee is the loss payee thereof) or any indemnity, warranty or guaranty payable by reason of the Obligors loss or damage to or otherwise 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 any of the Obligors to pay the fees owing pursuant to the Waiver, the Fourth Amendment foregoing Collateral and the Credit Agreement); (ii) cash proceeds of any and all sums incurred or advanced 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 Issuing BankPledgor to the Trustee under the Notes, the Agent and the Lenders (A) in connection with the negotiation, preparation, execution and delivery of any Credit Document, including, without limitationIndenture, this Agreement, Pledge Agreement and any other transaction documents related thereto and (B) to collect but for the fact that they are unenforceable or enforce any obligations, or liabilities of the Obligors referred to in clause (i) above, including but not limited allowable due to the reasonable expense existence of retakinga bankruptcy, holding, preparing for sale, selling reorganization or otherwise disposing of or realizing on similar proceeding involving 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 AgreementPledgor.

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, each Obligor the Pledgor hereby assigns and pledges and assigns to the Agent, Collateral Agent for the benefit of the Issuing Bank Trustee and the Lendersratable benefit of the Holders and hereby grants to the Collateral Agent for the benefit of the Trustee and for the ratable benefit of the Holders, a continuing possessory lien on and enforceable perfected security interest in all of such Obligor's the Pledgor’s right, title and interest in, to and under the following property: (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 thereon which will be sufficient to provide for payment in full of the first six scheduled interest payments due on the Notes, (b) the security entitlements described in Part II of said Schedule I with respect to the Cash financial assets described, the securities intermediary named, and the securities account referred to therein, (c) the Collateral Account Account, all security entitlements from time to time carried in the Collateral Account, all funds held therein and all certificates and instruments, if any, from time to time representing or evidencing the Collateral Account, (d) all Collateral Investments (as hereinafter defined) together with all deposits made from time to time therein and all investments 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) all notes, certificates of deposit, deposit accounts, checks and other instruments, if any, from time to time therein hereafter delivered to or otherwise possessed by the Collateral Agent for or on behalf of the Pledgor and specifically designated by the Pledgor to be in substitution for any or all of the then existing Collateral, (f) all interest, dividends, cash, instruments and 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 (g) all proceeds of any and all of the foregoing Collateral (including, without limitation, Two Yankee Certificates of Deposit in the name proceeds that constitute property of the Company with maturities types described in clauses (a)-(f) of November 3this Section and, 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 hereofextent not otherwise included, and related investments (including cash and non-cash proceeds thereof)(collectively, the "Collateral"). As used herein, "Obligations" means all (i) all obligations payments under insurance (whether or not the Trustee is the loss payee thereof) or any indemnity, warranty or guaranty, payable by reason of the Obligors loss or damage to or otherwise 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 any of the Obligors to pay the fees owing pursuant to the Waiver, the Fourth Amendment foregoing Collateral and the Credit Agreement); (ii) cash proceeds of any and all sums incurred or advanced of the foregoing Collateral (such property described in clauses (a) through (g) of this Section 1.3 being collectively referred to herein as the “Collateral”). Without limiting the generality of the foregoing, this Pledge Agreement secures the payment of all amounts that constitute part of the Obligations and would be owed by the Issuing BankPledgor to the Trustee under the Notes, the Agent and the Lenders (A) in connection with the negotiation, preparation, execution and delivery of any Credit Document, including, without limitationIndenture, this Agreement, Pledge Agreement and any other transaction documents related thereto and (B) to collect but for the fact that they are unenforceable or enforce any obligations, or liabilities of the Obligors referred to in clause (i) above, including but not limited allowable due to the reasonable expense existence of retakinga bankruptcy, holding, preparing for sale, selling reorganization or otherwise disposing of or realizing on similar proceeding involving 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 AgreementPledgor.