Common use of Security Interest in the Collateral Clause in Contracts

Security Interest in the Collateral. As collateral security for the prompt payment in full when due (whether at stated maturity, by acceleration or otherwise) of the Obligations, the Borrower hereby pledges, grants and assigns to the Lenders a lien and security interest in all right, title and interest of the Borrower in the following property, whether now owned by the Borrower or hereafter acquired, and whether now existing or hereafter coming into existence (all being collectively referred to herein as "COLLATERAL"): ( a) the shares of capital stock of each Issuer represented by the certificates identified in Annex 1 hereto and all other shares of capital stock of whatever class of each Issuer, now or hereafter owned by the Borrower, in each case, together with the certificates representing the same (collectively, the "Pledged Stock"); ( b) all shares, securities, moneys or property representing a dividend on any of the Pledged Stock, or representing a distribution or return of capital upon or in respect of the Pledged Stock, or resulting from a split-up, revision, reclassification or other like change of the Pledged Stock or otherwise received in exchange therefor, and any subscription warrants, rights or options issued to the holders of, or otherwise in respect of, the Pledged Stock; ( c) without affecting the obligations of the Borrower under any provision prohibiting such action hereunder or under the Credit Agreement, in the event of any consolidation or merger in which an Issuer is not the surviving business entity, all shares of each class of the capital stock of the successor business entity (unless such successor business entity is the Borrower) formed by or resulting from such consolidation or merger (the Pledged Stock, together with all other certificates, shares, securities, properties or moneys as may from time to time be pledged hereunder pursuant to clause (a) or (b) above and this clause (c) being herein collectively called the "Stock Collateral"); ( d) proceeds of any kind resulting from any disposition of any Aircraft Leasehold, including proceeds in respect of any assumption and assignment of any Aircraft Leasehold, and including but not limited to any consideration payable by assignees to the Borrower for the right to obtain the assignment or any reimbursement to the Borrower of security deposits or maintenance reserves resulting from the assignee's assumption and performance of the obligation to pay such deposits or reserves; ( e) all Routes; ( f) all Gates; ( g) all Aircraft Order Positions; ( h) all accounts and general intangibles (each as defined in the Uniform Commercial Code) of the Borrower constituting any right to the payment of money, including (but not limited to) all moneys due and to become due to the Borrower in respect of any loans or advances or for Inventory or Equipment or other goods sold or leased or for services rendered, all moneys due and to become due to the Borrower under any guarantee (including a letter of credit) of the purchase price of Inventory or Equipment sold by the Borrower and all tax refunds (such accounts, general intangibles and moneys due and to become due being herein called collectively "Accounts"); ( i) all instruments, chattel paper or letters of credit (each as defined in the Uniform Commercial Code) of the Borrower evidencing, representing, arising from or existing in respect of, relating to, securing or otherwise supporting the payment of, any of the Accounts, including (but not limited to) promissory notes, drafts, bills of exchange and trade acceptances (herein collectively called "INSTRUMENTS"); ( j) all inventory (as defined in the Uniform Commercial Code) of the Borrower, including Motor Vehicles held by the Borrower for lease (including lease to Subsidiaries of the Borrower), fuel, tires and other spare parts, including Spare Parts, all goods obtained by the Borrower in exchange for such inventory, and any products made or processed from such inventory including all substances, if any, commingled therewith or added thereto (herein collectively called "INVENTORY"); ( k) all other accounts or general intangibles of the Borrower not constituting Accounts; ( l) all equipment (as defined in the Uniform Commercial Code) of the Borrower, including all Flight Equipment and all Motor Vehicles (herein collectively called "EQUIPMENT"); ( m) each contract and other agreement of the Borrower relating to the sale or other disposition of Inventory or Equipment; ( n) all documents of title (as defined in the Uniform Commercial Code) or other receipts of the Borrower covering, evidencing or representing Inventory or Equipment (herein collectively called "DOCUMENTS"); ( o) all rights, claims and benefits of the Borrower against any Person arising out of, relating to or in connection with Inventory or Equipment purchased by the Borrower, including, without limitation, any such rights, claims or benefits against any Person storing or transporting such Inventory or Equipment; ( p) all Contracts, together with all Contract Rights; ( q) the balance from time to time in the Collateral Account; ( r) all Intellectual Property, other than non-assignable rights owned by the Borrower or any of its Subsidiaries under licenses whose ownership is solely incidental to the commercial activities of the Borrower and its Subsidiaries; ( s) any Avoidance Actions; ( t) all other property of the Borrower's estate (within the meaning of the Bankruptcy Code), including all rights of payment arising pursuant to the provisions of the Bankruptcy Code; and ( u) all other tangible and intangible personal property and fixtures of the Borrower, including, without limitation, all proceeds, products, offspring, accessions, rents, profits, income, benefits, substitutions and replacements of and to any of the property of the Borrower described in the preceding clauses of this Section 2 (including, without limitation, any proceeds of insurance thereon and all causes of action, claims and warranties now or hereafter held by the Borrower in respect of any of the items listed above) and, to the extent related to any property described in said clauses or such proceeds, products and accessions, all books, correspondence, credit files, records, invoices and other papers, including without limitation all tapes, cards, computer runs and other papers and documents in the possession or under the control of the Borrower or any computer bureau or service company from time to time acting for the Borrower; but excluding any right, title and interest of the Borrower in, to or under any Collateral (the "EXCLUDED PROPERTY") to the extent the security interest created hereby or an assignment as security of all or part of the Borrower's right, title or interest in, to or under such Excluded Property would breach, violate or cause a default (which would not be excused or permissible under the relevant provisions of the Bankruptcy Code or by entry of the Final Order or Interim Order, as the case may be) under any Contract, Instrument or Aircraft Leasehold to which the Borrower is a party or by which it is bound relating to such Excluded Property (it being understood, however, that the proceeds of Excluded Property shall not be excluded from the Collateral). Without limiting the Borrower's obligations under the Credit Agreement with respect to such matters, the foregoing grant of a security interest in and of itself shall not be deemed (i) to constitute, require or prevent the assumption of any obligation in the Chapter 11 Case or (ii) to prohibit the rejection of any obligation in the Chapter 11 Case. Anything herein contained to the contrary notwithstanding, the Borrower shall remain liable under any agreements, Contracts, Instruments or Aircraft Leaseholds referred to in this Section 2 and to perform all of its respective obligations thereunder, all in accordance with the respective terms and provisions thereof, but subject to the relevant provisions of the Bankruptcy Code, and the Lenders shall have no obligation or liability under any of the aforementioned agreement by reason of or arising out of the foregoing grant, nor shall any Lender be required or obligated in any manner to perform or fulfill any obligation of the Borrower pursuant thereto, or to make any payment, or to present or file any claim, or to take any action to collect or enforce the payment of any amounts which may have been assigned to Lender or to which it may be entitled at any time. However, the Majority Lenders shall, at their option, have the right, but not the obligation, to cure any defaults under any such agreements.

Security Interest in the Collateral. As collateral security for (a) To secure the prompt payment in full when due (whether at stated maturityand complete payment, by acceleration or otherwise) performance and observance of all of the Obligations, and to induce Agent and Lenders to enter into this Agreement and to make the Term Loan and the Acquisition Line Advances available to the Borrower, Borrower hereby pledgesgrants to Agent, grants for itself and assigns to the Lenders Lenders, a lien and security interest in all of Borrower's right, title and interest of in, to and under the Borrower in the following propertyfollowing, whether now owned by the Borrower or owing to, or hereafter acquired, and whether now existing or hereafter coming into existence (all being collectively referred to herein as "COLLATERAL"): ( a) the shares of capital stock of each Issuer represented by the certificates identified in Annex 1 hereto and all other shares of capital stock of whatever class of each Issuer, now or hereafter owned by the Borrower, in each case, together with the certificates representing the same (collectively, the "Pledged Stock"); ( b) all shares, securities, moneys or property representing a dividend on any of the Pledged Stock, or representing a distribution or return of capital upon or in respect of the Pledged Stock, or resulting from a split-up, revision, reclassification or other like change of the Pledged Stock or otherwise received in exchange therefor, and any subscription warrants, rights or options issued to the holders of, or otherwise in respect of, the Pledged Stock; ( c) without affecting the obligations of the Borrower under any provision prohibiting such action hereunder or under the Credit Agreement, in the event of any consolidation or merger in which an Issuer is not the surviving business entity, all shares of each class of the capital stock of the successor business entity (unless such successor business entity is the Borrower) formed acquired by or resulting from such consolidation or merger arising in favor of Borrower (the Pledged Stock, together with all other certificates, shares, securities, properties or moneys as may from time to time be pledged hereunder pursuant to clause (a) or (b) above and this clause (c) being herein collectively called the "Stock Collateral"); ( d) proceeds of any kind resulting from any disposition of any Aircraft Leasehold, including proceeds in respect of any assumption and assignment of any Aircraft Leasehold, and including but not limited to any consideration payable by assignees to the Borrower for the right to obtain the assignment or any reimbursement to the Borrower of security deposits or maintenance reserves resulting from the assignee's assumption and performance of the obligation to pay such deposits or reserves; ( e) all Routes; ( f) all Gates; ( g) all Aircraft Order Positions; ( h) all accounts and general intangibles (each as defined in the Uniform Commercial Code) of the Borrower constituting any right to the payment of money, including (but not limited to) all moneys due and to become due to the Borrower in respect of any loans or advances or for Inventory or Equipment or other goods sold or leased or for services rendered, all moneys due and to become due to the Borrower under any guarantee (including a letter of credit) of the purchase price of Inventory or Equipment sold by the Borrower and all tax refunds (such accounts, general intangibles and moneys due and to become due being herein called collectively "Accounts"); ( i) all instruments, chattel paper or letters of credit (each as defined in the Uniform Commercial Code) of the Borrower evidencing, representing, arising from or existing in respect of, relating to, securing or otherwise supporting the payment of, any of the Accounts, including (but not limited to) promissory notes, drafts, bills of exchange and trade acceptances (herein collectively called "INSTRUMENTS"); ( j) all inventory (as defined in the Uniform Commercial Code) of the Borrower, including Motor Vehicles held by the Borrower for lease (including lease to Subsidiaries of the Borrower), fuel, tires and other spare parts, including Spare Parts, all goods obtained by the Borrower in exchange for such inventory, and any products made or processed from such inventory including all substances, if any, commingled therewith or added thereto (herein collectively called "INVENTORY"); ( k) all other accounts or general intangibles of the Borrower not constituting Accounts; ( l) all equipment (as defined in the Uniform Commercial Code) of the Borrower, including all Flight Equipment and all Motor Vehicles (herein collectively called "EQUIPMENT"); ( m) each contract and other agreement of the Borrower relating to the sale or other disposition of Inventory or Equipment; ( n) all documents of title (as defined in the Uniform Commercial Code) or other receipts of the Borrower covering, evidencing or representing Inventory or Equipment (herein collectively called "DOCUMENTS"); ( o) all rights, claims and benefits of the Borrower against any Person arising out of, relating to or in connection with Inventory or Equipment purchased by the Borrower, including, without limitation, under any such rightstrade names, claims styles or benefits against any Person storing divisions thereof), and whether owned, leased or transporting such Inventory consigned by or to Borrower, and regardless of where located: (i) all Accounts; (ii) all Chattel Paper; (iii) all Contracts; (iv) all Documents; (v) all General Intangibles; (vi) all Instruments; (vii) all Inventory; (viii) all Equipment; ( p) all Contracts, together with all Contract Rights; ( q) the balance from time to time in the Collateral Account; ( r(ix) all Intellectual Property; (x) all Investment Property; (xi) all money, other than non-assignable rights owned by the Borrower cash or any Cash Equivalents of its Subsidiaries under licenses whose ownership is solely incidental to the commercial activities of the Borrower and its SubsidiariesBorrower; ( s) any Avoidance Actions; ( t(xii) all other Goods and interests in property of the Borrower's estate (within the meaning of the Bankruptcy Code)any kind, including all rights of payment arising pursuant to the provisions of the Bankruptcy Codenature or description whatsoever, whether tangible or intangible, whether real or personal, and whether now or hereafter owned or existing, leased, consigned by or to, or acquired by, Borrower and wherever located; and ( u(xiii) to the extent not otherwise included, all other tangible and intangible personal property and fixtures Proceeds of any of the Borrowerforegoing and all accessions to, substitutions and replacements for, and rents, profits and products of, each of the foregoing. (b) In addition, to secure the prompt and complete payment, performance and observance of the Obligations and in order to induce Lenders as aforesaid, Borrower hereby grants to Agent, for itself and Lenders, a security interest in all property of Borrower held by Agent including, without limitation, all proceeds, products, offspring, accessions, rents, profits, income, benefits, substitutions and replacements of and to any of the property of the Borrower described in the preceding clauses of this Section 2 (including, without limitation, any proceeds of insurance thereon and all causes of action, claims and warranties every description now or hereafter held by the Borrower in respect of any of the items listed above) and, to the extent related to any property described in said clauses or such proceeds, products and accessions, all books, correspondence, credit files, records, invoices and other papers, including without limitation all tapes, cards, computer runs and other papers and documents in the possession or under the control of the Borrower custody of, or in transit to Agent for any computer bureau purpose, including safekeeping, collection or service company from time to time acting pledge, for the account of Borrower; but excluding any right, title and interest of the Borrower in, to or under any Collateral (the "EXCLUDED PROPERTY") to the extent the security interest created hereby or an assignment as security of all or part of the Borrower's right, title or interest in, to or under such Excluded Property would breach, violate or cause a default (which would not be excused or permissible under the relevant provisions of the Bankruptcy Code or by entry of the Final Order or Interim Order, as the case may be) under any Contract, Instrument or Aircraft Leasehold to which the Borrower is a party or by which it is bound relating to such Excluded Property (it being understood, however, that the proceeds of Excluded Property shall not be excluded from the Collateral). Without limiting the Borrower's obligations under the Credit Agreement with respect to such matters, the foregoing grant of a security interest in and of itself shall not be deemed (i) to constitute, require or prevent the assumption of any obligation in the Chapter 11 Case or (ii) to prohibit the rejection of any obligation in the Chapter 11 Case. Anything herein contained to the contrary notwithstanding, the Borrower shall remain liable under any agreements, Contracts, Instruments or Aircraft Leaseholds referred to in this Section 2 and to perform all of its respective obligations thereunder, all in accordance with the respective terms and provisions thereof, but subject to the relevant provisions of the Bankruptcy Code, and the Lenders shall have no obligation or liability under any of the aforementioned agreement by reason of or arising out of the foregoing grant, nor shall any Lender be required or obligated in any manner to perform or fulfill any obligation of the Borrower pursuant thereto, or to make any payment, or to present or file any claim, or to take any action to collect or enforce the payment of any amounts which may have been assigned to Lender any right or to which it may be entitled at any time. However, the Majority Lenders shall, at their option, have the right, but not the obligation, to cure any defaults under any such agreementspower.

Security Interest in the Collateral. As collateral security for (a) To secure the prompt payment in full when due (whether at stated maturityand complete payment, by acceleration or otherwise) performance and observance of all of the Obligations, the Borrower hereby pledges, grants and assigns to the Lenders a lien and security interest in all right, title and interest of the Borrower in the following property, whether now owned by the Borrower or hereafter acquired, and whether now existing or hereafter coming into existence (all being collectively referred to herein as "COLLATERAL"): ( a) the shares of capital stock of each Issuer represented by the certificates identified in Annex 1 hereto and all other shares of capital stock of whatever class of each Issuer, now or hereafter owned by the Borrower, in each case, together with the certificates representing the same (collectively, the "Pledged Stock"); ( b) all shares, securities, moneys or property representing a dividend on any of the Pledged Stock, or representing a distribution or return of capital upon or in respect of the Pledged Stock, or resulting from a split-up, revision, reclassification or other like change of the Pledged Stock or otherwise received in exchange therefor, and any subscription warrants, rights or options issued to the holders of, or otherwise in respect of, the Pledged Stock; ( c) without affecting the obligations of the Borrower under any provision prohibiting such action hereunder or under the Credit Agreement, in the event of any consolidation or merger in which an Issuer is not the surviving business entity, all shares of each class of the capital stock of the successor business entity (unless such successor business entity is the Borrower) formed by or resulting from such consolidation or merger (the Pledged Stock, together with all other certificates, shares, securities, properties or moneys as may from time to time be pledged hereunder pursuant to clause (a) or (b) above and this clause (c) being herein collectively called the "Stock Collateral"); ( d) proceeds of any kind resulting from any disposition of any Aircraft Leasehold, including proceeds in respect of any assumption and assignment of any Aircraft Leasehold, and including but not limited to any consideration payable by assignees to the Borrower for the right to obtain the assignment or any reimbursement to the Borrower of security deposits or maintenance reserves resulting from the assignee's assumption and performance of the obligation to pay such deposits or reserves; ( e) all Routes; ( f) all Gates; ( g) all Aircraft Order Positions; ( h) all accounts and general intangibles (each as defined in the Uniform Commercial Code) of the Borrower constituting any right to the payment of money, including (but not limited to) all moneys due and to become due induce Agent, Revolving Credit Agent and Lenders to the Borrower in respect of any loans or advances or for Inventory or Equipment or other goods sold or leased or for services rendered, all moneys due enter into this Agreement and to become due to make the Borrower under any guarantee Term Loan (including a letter of credit) of the purchase price of Inventory or Equipment sold by the Borrower and all tax refunds (such accounts, general intangibles and moneys due and to become due being herein called collectively "Accounts"); ( i) all instruments, chattel paper or letters of credit (each as defined in the Uniform Commercial Code) of the Borrower evidencing, representing, arising from or existing in respect of, relating to, securing or otherwise supporting the payment of, any of the Accounts, including (but not limited to) promissory notes, drafts, bills of exchange and trade acceptances (herein collectively called "INSTRUMENTS"); ( j) all inventory (as defined in the Uniform Commercial Code) of the Borrower, including Motor Vehicles held by the Borrower for lease (including lease to Subsidiaries of the Borrower), fuel, tires and other spare parts, including Spare Parts, all goods obtained by the Borrower in exchange for such inventory, and any products made or processed from such inventory including all substances, if any, commingled therewith or added thereto (herein collectively called "INVENTORY"); ( k) all other accounts or general intangibles of the Borrower not constituting Accounts; ( l) all equipment (as defined in the Uniform Commercial Code) of the Borrower, including all Flight Equipment and all Motor Vehicles (herein collectively called "EQUIPMENT"); ( m) each contract and other agreement of the Borrower relating to the sale or other disposition of Inventory or Equipment; ( n) all documents of title (as defined in the Uniform Commercial Code) or other receipts of the Borrower covering, evidencing or representing Inventory or Equipment (herein collectively called "DOCUMENTS"); ( o) all rights, claims and benefits of the Borrower against any Person arising out of, relating to or in connection with Inventory or Equipment purchased by the Borrower, including, without limitation, any such rights, claims or benefits against any Person storing or transporting such Inventory or Equipment; ( p) all Contracts, together with all Contract Rights; ( q) the balance from time to time in the Collateral Account; ( r) all Intellectual Property, other than non-assignable rights owned by the Borrower or any of its Subsidiaries under licenses whose ownership is solely incidental to the commercial activities of the Borrower and its Subsidiaries; ( s) any Avoidance Actions; ( t) all other property of the Borrower's estate (within the meaning of the Bankruptcy Code), including all rights of payment arising pursuant to the provisions of the Bankruptcy Code; and ( u) all other tangible and intangible personal property and fixtures of the Borrower, including, without limitation, all proceedsAdvances made with respect to Term Loan Letter of Credit Obligations) and the Revolving Credit Advances available to the Borrower, productsBorrower hereby grants to Agent, offspringfor itself, accessionsand for Lenders, rentsand for Duetsche, profitsin its capacity as Revolving Credit Agent, incomea security interest in all of Borrower's right, benefitstitle and interest in, substitutions to and replacements under the following, whether now owned by or owing to, or hereafter acquired by or arising in favor of and to any of the property of the Borrower described in the preceding clauses of this Section 2 (including, without limitation, under any proceeds trade names, styles or divisions thereof), and whether owned, leased or consigned by or to Borrower, and regardless of insurance thereon where located: (i) all Accounts; (ii) all Chattel Paper; (iii) all Contracts; (iv) all Documents; (v) all General Intangibles; (vi) all Instruments; (vii) all Inventory; (viii) all Equipment; (ix) all Intellectual Property; (x) all Investment Property; (xi) all money, cash or any Cash Equivalents of Borrower; (xii) all other Goods and all causes interests in property of actionany kind, claims nature or description whatsoever, whether tangible or intangible, whether real or personal, and warranties whether now or hereafter held owned or existing, leased, consigned by or to, or acquired by, Borrower and wherever located; and (xiii) to the Borrower in respect extent not otherwise included, all Proceeds of any of the items listed aboveforegoing and all accessions to, substitutions and replacements for, and rents, profits and products of, each of the foregoing. (b) andIn addition, to secure the extent related prompt and complete payment, performance and observance of the Obligations and in order to any induce Lenders as aforesaid, Borrower hereby grants to Agent, for itself and Lenders, a security interest in all property described in said clauses or such proceedsof Borrower held by Agent including, products and accessionswithout limitation, all books, correspondence, credit files, records, invoices and other papers, including without limitation all tapes, cards, computer runs and other papers and documents property of every description now or hereafter in the possession or under custody of, or in transit to Agent for any purpose, including safekeeping, collection or pledge, for the control account of Borrower, or as to which Borrower may have any right or power. (c) The security interests in the Collateral described above are given in renewal, extension and modification of the security interests previously granted in the Collateral to Agent, for the benefit of Lenders, by Borrower and to Deutsche by Borrower (including, without limitation, the security interests granted pursuant to the Original Agreement, the First Restated Agreement, the Second Restated Agreement and the Deutsche Loan Agreement); such existing security interests in the Collateral described above are not extinguished hereby; and the making, perfection and priority of such existing security interests in the Collateral described above shall continue in full force and effect. (d) Borrower agrees that sums owing to Revolving Credit Agent pursuant to this Agreement or any computer bureau or service company from time other Loan Document are secured by the Collateral and that Revolving Credit Lender shall be deemed to time acting be a "Lender" for the Borrower; but excluding any right, title and interest purposes of the Borrower in, to or under any Collateral (the "EXCLUDED PROPERTY") to the extent the security interest created hereby or an assignment as security financing statements of all or part record in favor of the Borrower's right, title or interest in, to or under such Excluded Property would breach, violate or cause a default (which would not be excused or permissible under the relevant provisions of the Bankruptcy Code or by entry of the Final Order or Interim Order, as the case may be) under any Contract, Instrument or Aircraft Leasehold to which the Borrower is a party or by which it is bound relating to such Excluded Property (it being understood, however, that the proceeds of Excluded Property shall not be excluded from Agent regarding the Collateral). Without limiting the Borrower's obligations under the Credit Agreement with respect to such matters, the foregoing grant of a security interest in and of itself shall not be deemed (i) to constitute, require or prevent the assumption of any obligation in the Chapter 11 Case or (ii) to prohibit the rejection of any obligation in the Chapter 11 Case. Anything herein contained to the contrary notwithstanding, the Borrower shall remain liable under any agreements, Contracts, Instruments or Aircraft Leaseholds referred to in this Section 2 and to perform all of its respective obligations thereunder, all in accordance with the respective terms and provisions thereof, but subject to the relevant provisions of the Bankruptcy Code, and the Lenders shall have no obligation or liability under any of the aforementioned agreement by reason of or arising out of the foregoing grant, nor shall any Lender be required or obligated in any manner to perform or fulfill any obligation of the Borrower pursuant thereto, or to make any payment, or to present or file any claim, or to take any action to collect or enforce the payment of any amounts which may have been assigned to Lender or to which it may be entitled at any time. However, the Majority Lenders shall, at their option, have the right, but not the obligation, to cure any defaults under any such agreements.

Security Interest in the Collateral. As collateral security for To secure the prompt payment in full when due (whether at stated maturity, by acceleration or otherwise) and performance to TCS of the Reimbursement Obligations, the Borrower Company hereby pledges, pledges and grants and assigns to the Lenders TCS a lien and continuing security interest in and to and lien on all right, title and interest of the Borrower in the following propertyfollowing, whether now owned or existing or hereafter acquired or arising and wheresoever located (the “Collateral”): (a) all of the Company’s accounts, contract rights, instruments (including those evidencing indebtedness owed to the Company by its affiliates), documents, chattel paper (including electronic chattel paper), general intangibles relating to accounts, drafts and acceptances, credit card receivables and all other forms of obligations owing to the Borrower Company arising out of or in connection with the sale or lease of Inventory (as defined below) or the rendition of services, all supporting obligations, guarantees and other security therefor, whether secured or unsecured, now existing or hereafter created, and whether or not specifically sold or assigned to TCS hereunder (collectively, “Receivables”); (b) all of the Company’s goods (other than Inventory) whether now owned or hereafter acquired and wherever located including all equipment, machinery, apparatus, motor vehicles, fittings, furniture, furnishings, fixtures, parts, accessories and all replacements and substitutions therefor or accessions thereto (collectively, “Equipment”); (c) all of the Company’s general intangibles, whether now owned or hereafter acquired, including all payment intangibles, all choses in action, causes of action, corporate or other business records, inventions, designs, patents, patent applications, equipment formulations, manufacturing procedures, quality control procedures, trademarks, trademark applications, service marks, trade secrets, goodwill, copyrights, design rights, software, computer information, source codes, codes, records and whether now existing updates, registrations, licenses, franchises, customer lists, tax refunds, tax refund claims, computer programs, all claims under guaranties, security interests or hereafter coming other security held by or granted to the Company to secure payment of any of the Receivables by any account debtor with respect to any Receivable and/or the prospective purchaser of goods, services or both with respect to any contract or contract right, and/or any party who enters into existence or proposes to enter into any contract or other arrangement with the Company, pursuant to which the Company is to deliver any personal property or perform any services (any such account debtor, prospective purchaser or party, a “Customer”) (other than to the extent covered by Receivables) all being collectively referred to herein as "COLLATERAL"): ( a) the shares rights of capital stock of each Issuer represented by the certificates identified in Annex 1 hereto indemnification and all other shares intangible property of capital stock every kind and nature (other than Receivables) (collectively, “General Intangibles”); (d) all of whatever the Company’s now owned or hereafter acquired goods, merchandise and other personal property, wherever located, to be furnished under any consignment arrangement, contract of service or held for sale or lease, all raw materials, work in process, finished goods and materials and supplies of any kind, nature or description which are or might be used or consumed in the Company’s business or used in selling or furnishing such goods, merchandise and other personal property, and all documents of title or other documents representing them (collectively, “Inventory”); (e) all of the Company’s now owned or hereafter acquired securities (whether certificated or uncertificated), securities entitlements, securities accounts, commodities contracts and commodities accounts (collectively, “Investment Property”); (f) all of the following (collectively, “Subsidiary Stock”): (i) one hundred percent 100% of the issued and outstanding Equity Interests (as defined below) of any Subsidiary of the Company which is incorporated or organized under the laws of any state of the United States or the District of Columbia (“Domestic Subsidiary”) and 65% of each class of the issued and outstanding Equity Interests entitled to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2)) (“Voting Equity”) and 100% of each Issuer, now class of the issued and outstanding Equity Interests not entitled to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2)) (“Non-Voting Equity”) of each Subsidiary of the Company that is not organized or hereafter owned by incorporated in the BorrowerUnited States or any State or territory thereof (“Foreign Subsidiary”) (but only to the extent that the pledge of such Non-Voting Equity would not cause the Reimbursement Obligations to be treated as “United States property” of such Foreign Subsidiary within the meaning of Treas. Reg. Section 1.956-2), in each case, case together with the certificates (or other agreements or instruments), if any, representing the same such Equity Interests, and all options and other rights, contractual or otherwise, with respect thereto (collectively, the "Pledged “Pledge Capital Stock"”);, including, but not limited to, the following: ( b(A) subject to the percentage restrictions described above, all shares, securities, moneys membership interests or property other equity interests representing a dividend on any of the Pledged Capital Stock, or representing a distribution or return of capital upon or in respect of the Pledged Capital Stock, or resulting from a stock split-up, revision, reclassification or other like change of the Pledged Stock or otherwise received in exchange therefor, and any subscription subscriptions, warrants, rights or options issued to the holders holder of, or otherwise in respect of, the Pledged Capital Stock;; and ( c(B) without affecting the obligations of the Borrower Company under any provision prohibiting such action hereunder or under the Credit Agreementhereunder, in the event of any consolidation or merger involving the issuer of any Pledged Capital Stock and in which an Issuer such issuer is not the surviving business entity, all shares of each class of the capital stock Equity Interests of the successor business entity (unless such successor business entity is the Borrower) formed by or resulting from such consolidation or merger merger; (ii) Subject to the Pledged Stockpercentage restrictions described above, together with any and all other certificatesCapital Stock (as defined below) owned by the Company in any Domestic Subsidiary or any Foreign Subsidiary; and (iii) All proceeds and products of the foregoing, shareshowever and whenever acquired and in whatever form; (g) all of the Company’s right, securitiestitle and interest in and to, properties whether now owned or moneys hereafter acquired and wherever located, (i) its respective goods and other property including, but not limited to, all merchandise returned or rejected by Customers, relating to or securing any of the Receivables; (ii) all of the Company’s rights as may a consignor, a consignee, an unpaid vendor, mechanic, artisan, or other lienor, including stoppage in transit, setoff, detinue, replevin, reclamation and repurchase; (iii) all additional amounts due to the Company from time any Customer relating to time be pledged hereunder the Receivables; (iv) other property, including warranty claims, relating to any goods securing the Obligations; (v) all of the Company’s assignable contract rights, rights of payment which have been earned under a contract right, instruments (including promissory notes), documents, chattel paper (including electronic chattel paper), warehouse receipts, deposit accounts, letters of credit and money; (vi) each commercial tort claim in existence as of the date hereof and in which a security interest is hereafter granted to TCS by the Company pursuant to clause the provision of Section 2.01 or otherwise; (viii) all letter of credit rights (whether or not the respective letter of credit is evidenced by a writing); (ix) all supporting obligations; and (x) any other goods, personal property or real property now owned or hereafter acquired in which the Company has expressly granted a security interest or may in the future grant a security interest to TCS hereunder, or in any amendment or supplement hereto or thereto, or under any other agreement between TCS and the Company; (h) all of the Company’s ledger sheets, ledger cards, files, correspondence, records, books of account, business papers, computers, computer software (owned by the Company or in which it has an interest), computer programs, tapes, disks and documents relating to clauses (a), (b), (c), (d), (e), (f) or (g) of this Section; (i) all of the Company’s cash and cash equivalents; and (j) proceeds and products of clauses (a), (b) above and this clause ), (c), (d), (e), (f), (g), (h) being herein collectively called the "Stock Collateral"); ( dand (i) proceeds of any kind resulting from any disposition of any Aircraft Leaseholdin whatever form, including proceeds in respect of any assumption and assignment of any Aircraft Leaseholdincluding, and including but not limited to any consideration payable by assignees to the Borrower to: cash, deposit accounts (whether or not comprised solely of proceeds), certificates of deposit, insurance proceeds (including hazard, flood and credit insurance), negotiable instruments and other instruments for the right to obtain the assignment or any reimbursement to the Borrower of security deposits or maintenance reserves resulting from the assignee's assumption and performance of the obligation to pay such deposits or reserves; ( e) all Routes; ( f) all Gates; ( g) all Aircraft Order Positions; ( h) all accounts and general intangibles (each as defined in the Uniform Commercial Code) of the Borrower constituting any right to the payment of money, including (but not limited to) chattel paper, security agreements, documents, eminent domain proceeds, condemnation proceeds and tort claim proceeds. The Company shall m▇▇▇ its books and records as may be necessary or appropriate to evidence, protect and perfect TCS’s security interest and shall cause its financial statements to reflect such security interest. The Company shall promptly provide TCS with written notice of all moneys due commercial tort claims, such notice to contain the case title together with the applicable court and to become due to the Borrower in respect of any loans or advances or for Inventory or Equipment or other goods sold or leased or for services rendered, all moneys due and to become due to the Borrower under any guarantee (including a letter of credit) brief description of the purchase price of Inventory or Equipment sold by the Borrower and all tax refunds (such accounts, general intangibles and moneys due and to become due being herein called collectively "Accounts"); ( i) all instruments, chattel paper or letters of credit (each as defined in the Uniform Commercial Code) of the Borrower evidencing, representing, arising from or existing in respect of, relating to, securing or otherwise supporting the payment of, any of the Accounts, including (but not limited to) promissory notes, drafts, bills of exchange and trade acceptances (herein collectively called "INSTRUMENTS"); ( j) all inventory (as defined in the Uniform Commercial Code) of the Borrower, including Motor Vehicles held by the Borrower for lease (including lease to Subsidiaries of the Borrower), fuel, tires and other spare parts, including Spare Parts, all goods obtained by the Borrower in exchange for such inventory, and any products made or processed from such inventory including all substances, if any, commingled therewith or added thereto (herein collectively called "INVENTORY"); ( k) all other accounts or general intangibles of the Borrower not constituting Accounts; ( l) all equipment (as defined in the Uniform Commercial Code) of the Borrower, including all Flight Equipment and all Motor Vehicles (herein collectively called "EQUIPMENT"); ( m) each contract and other agreement of the Borrower relating to the sale or other disposition of Inventory or Equipment; ( n) all documents of title (as defined in the Uniform Commercial Code) or other receipts of the Borrower covering, evidencing or representing Inventory or Equipment (herein collectively called "DOCUMENTS"); ( o) all rights, claims and benefits of the Borrower against any Person arising out of, relating to or in connection with Inventory or Equipment purchased by the Borrower, including, without limitation, any such rights, claims or benefits against any Person storing or transporting such Inventory or Equipment; ( p) all Contracts, together with all Contract Rights; ( q) the balance from time to time in the Collateral Account; ( r) all Intellectual Property, other than non-assignable rights owned by the Borrower or any of its Subsidiaries under licenses whose ownership is solely incidental to the commercial activities of the Borrower and its Subsidiaries; ( s) any Avoidance Actions; ( t) all other property of the Borrower's estate (within the meaning of the Bankruptcy Code), including all rights of payment arising pursuant to the provisions of the Bankruptcy Code; and ( u) all other tangible and intangible personal property and fixtures of the Borrower, including, without limitation, all proceeds, products, offspring, accessions, rents, profits, income, benefits, substitutions and replacements of and to any of the property of the Borrower described in the preceding clauses of this Section 2 (including, without limitation, any proceeds of insurance thereon and all causes of action, claims and warranties now or hereafter held by the Borrower in respect of any of the items listed above) and, to the extent related to any property described in said clauses or such proceeds, products and accessions, all books, correspondence, credit files, records, invoices and other papers, including without limitation all tapes, cards, computer runs and other papers and documents in the possession or under the control of the Borrower or any computer bureau or service company from time to time acting for the Borrower; but excluding any right, title and interest of the Borrower in, to or under any Collateral (the "EXCLUDED PROPERTY") to the extent the security interest created hereby or an assignment as security of all or part of the Borrower's right, title or interest in, to or under such Excluded Property would breach, violate or cause a default (which would not be excused or permissible under the relevant provisions of the Bankruptcy Code or by entry of the Final Order or Interim Order, as the case may be) under any Contract, Instrument or Aircraft Leasehold to which the Borrower is a party or by which it is bound relating to such Excluded Property (it being understood, however, that the proceeds of Excluded Property shall not be excluded from the Collateralclaim(s). Without limiting the Borrower's obligations under the Credit Agreement with respect to Upon delivery of each such mattersnotice, the foregoing Company shall be deemed to hereby grant of to TCS a security interest and lien in and to such commercial tort claims and all proceeds thereof. For purposes of itself shall not be deemed (i) to constitutethis Agreement, require or prevent the assumption “Equity Interests” of any obligation person or entity shall mean any and all shares, rights to purchase, options, warrants, general, limited or limited liability partnership interests, member interests, participation or other equivalents of or interest in the Chapter 11 Case (regardless of how designated) equity of such person or entity, whether voting or nonvoting, including common stock, preferred stock, convertible securities or any other “equity security” (ii) to prohibit the rejection of any obligation as such term is defined in the Chapter 11 Case. Anything herein contained to the contrary notwithstanding, the Borrower shall remain liable under any agreements, Contracts, Instruments or Aircraft Leaseholds referred to in this Section 2 and to perform all of its respective obligations thereunder, all in accordance with the respective terms and provisions thereof, but subject to the relevant provisions Rule 3a11-1 of the Bankruptcy CodeGeneral Rules and Regulations promulgated by the Securities and Exchange Commission under the Securities Exchange Act of 1934, and the Lenders shall have no obligation or liability under any of the aforementioned agreement by reason of or arising out of the foregoing grant, nor shall any Lender be required or obligated in any manner to perform or fulfill any obligation of the Borrower pursuant thereto, or to make any payment, or to present or file any claim, or to take any action to collect or enforce the payment of any amounts which may have been assigned to Lender or to which it may be entitled at any time. However, the Majority Lenders shall, at their option, have the right, but not the obligation, to cure any defaults under any such agreementsas amended).

Security Interest in the Collateral. As collateral security for To secure the prompt payment in full when due and performance to the Post-Petition Secured Parties of the Post-Petition Obligations (whether at stated maturityand, upon entry of the Final Order, any and all Obligations, including without limitation, all Pre-Petition Obligations and Post-Petition Obligations) of whatever kind, nature or description, absolute or contingent, now existing or hereafter arising, the Agent, for the benefit of itself and the other Secured Parties, shall have and is hereby granted by acceleration or otherwise(x) each Debtor, effective as of the Petition Date, valid and perfected first priority (subject to (x) the priority of Liens set forth Section 10(b) of the ObligationsInterim Order and (y) the ABL Intercreditor Agreement) security interests and liens in and upon all pre- and post- petition property of such Debtor constituting US Collateral, whether existing on the Borrower hereby pledgesPetition Date or thereafter acquired (which shall, grants for the avoidance of doubt, include the property listed in the following clause (y)) and assigns to (y) the Lenders US Loan Parties a lien and continuing security interest in and to and Lien on all right, title and interest of the Borrower in the following propertyits US Collateral, whether now owned by the Borrower or hereafter acquired, and whether now existing or hereafter coming into existence (all being collectively referred to herein as "COLLATERAL"): ( a) the shares of capital stock of each Issuer represented by the certificates identified in Annex 1 hereto created, acquired or arising and all other shares of capital stock of whatever class of each Issuer, now or hereafter owned by the Borrower, in each case, together with the certificates representing the same (collectively, the "Pledged Stock"); ( b) all shares, securities, moneys or property representing a dividend on any of the Pledged Stock, or representing a distribution or return of capital upon or in respect of the Pledged Stock, or resulting from a split-up, revision, reclassification or other like change of the Pledged Stock or otherwise received in exchange therefor, wheresoever located. Each US Loan Party shall mark its books and any subscription warrants, rights or options issued to the holders of, or otherwise in respect of, the Pledged Stock; ( c) without affecting the obligations of the Borrower under any provision prohibiting such action hereunder or under the Credit Agreement, in the event of any consolidation or merger in which an Issuer is not the surviving business entity, all shares of each class of the capital stock of the successor business entity (unless such successor business entity is the Borrower) formed by or resulting from such consolidation or merger (the Pledged Stock, together with all other certificates, shares, securities, properties or moneys records as may from time be necessary or appropriate to time be pledged hereunder pursuant to clause (a) or (b) above evidence, protect and this clause (c) being herein collectively called the "Stock Collateral"); ( d) proceeds of any kind resulting from any disposition of any Aircraft Leasehold, including proceeds in respect of any assumption and assignment of any Aircraft Leasehold, and including but not limited to any consideration payable by assignees to the Borrower for the right to obtain the assignment or any reimbursement to the Borrower of security deposits or maintenance reserves resulting from the assignee's assumption and performance of the obligation to pay such deposits or reserves; ( e) all Routes; ( f) all Gates; ( g) all Aircraft Order Positions; ( h) all accounts and general intangibles (each as defined in the Uniform Commercial Code) of the Borrower constituting any right to the payment of money, including (but not limited to) all moneys due and to become due to the Borrower in respect of any loans or advances or for Inventory or Equipment or other goods sold or leased or for services rendered, all moneys due and to become due to the Borrower under any guarantee (including a letter of credit) of the purchase price of Inventory or Equipment sold by the Borrower and all tax refunds (such accounts, general intangibles and moneys due and to become due being herein called collectively "Accounts"); ( i) all instruments, chattel paper or letters of credit (each as defined in the Uniform Commercial Code) of the Borrower evidencing, representing, arising from or existing in respect of, relating to, securing or otherwise supporting the payment of, any of the Accounts, including (but not limited to) promissory notes, drafts, bills of exchange and trade acceptances (herein collectively called "INSTRUMENTS"); ( j) all inventory (as defined in the Uniform Commercial Code) of the Borrower, including Motor Vehicles held by the Borrower for lease (including lease to Subsidiaries of the Borrower), fuel, tires and other spare parts, including Spare Parts, all goods obtained by the Borrower in exchange for such inventory, and any products made or processed from such inventory including all substances, if any, commingled therewith or added thereto (herein collectively called "INVENTORY"); ( k) all other accounts or general intangibles of the Borrower not constituting Accounts; ( l) all equipment (as defined in the Uniform Commercial Code) of the Borrower, including all Flight Equipment and all Motor Vehicles (herein collectively called "EQUIPMENT"); ( m) each contract and other agreement of the Borrower relating to the sale or other disposition of Inventory or Equipment; ( n) all documents of title (as defined in the Uniform Commercial Code) or other receipts of the Borrower covering, evidencing or representing Inventory or Equipment (herein collectively called "DOCUMENTS"); ( o) all rights, claims and benefits of the Borrower against any Person arising out of, relating to or in connection with Inventory or Equipment purchased by the Borrower, including, without limitation, any such rights, claims or benefits against any Person storing or transporting such Inventory or Equipment; ( p) all Contracts, together with all Contract Rights; ( q) the balance from time to time in the Collateral Account; ( r) all Intellectual Property, other than non-assignable rights owned by the Borrower or any of its Subsidiaries under licenses whose ownership is solely incidental to the commercial activities of the Borrower and its Subsidiaries; ( s) any Avoidance Actions; ( t) all other property of the Borrower's estate (within the meaning of the Bankruptcy Code), including all rights of payment arising pursuant to the provisions of the Bankruptcy Code; and ( u) all other tangible and intangible personal property and fixtures of the Borrower, including, without limitation, all proceeds, products, offspring, accessions, rents, profits, income, benefits, substitutions and replacements of and to any of the property of the Borrower described in the preceding clauses of this Section 2 (including, without limitation, any proceeds of insurance thereon and all causes of action, claims and warranties now or hereafter held by the Borrower in respect of any of the items listed above) and, to the extent related to any property described in said clauses or such proceeds, products and accessions, all books, correspondence, credit files, records, invoices and other papers, including without limitation all tapes, cards, computer runs and other papers and documents in the possession or under the control of the Borrower or any computer bureau or service company from time to time acting for the Borrower; but excluding any right, title and interest of the Borrower in, to or under any Collateral (the "EXCLUDED PROPERTY") to the extent the perfect Agent’s security interest created hereby or an assignment as and shall cause its financial statements to reflect such security interest. Each US Loan Party shall promptly provide Agent with written notice of all commercial tort claims in excess of $500,000 in Officer’s Certificate required under Section 9.7 or part of the Borrower's right, title or interest in, to or under such Excluded Property would breach, violate or cause a default (which would not be excused or permissible under the relevant provisions of the Bankruptcy Code or by entry of the Final Order or Interim Order9.8, as the case may be, next following the commencement of legal proceedings with respect thereto, such notice to contain the case title together with the applicable court and a brief description of the claim(s), the events out of which such claim(s) under any Contract, Instrument or Aircraft Leasehold arose and the parties against which such claims may be asserted and the case title together with the applicable court and docket number and the express grant by such US Loan Party to which the Borrower is Agent of a party or by which it is bound relating security interest and lien in and to such Excluded Property (it being understood, however, that commercial tort claim and the proceeds of Excluded Property shall thereof. In the event that such notice does not be excluded from the Collateral). Without limiting the Borrower's obligations under the Credit Agreement with respect to include such matters, the foregoing grant of a security interest, the sending thereof by a US Loan Party to Agent shall be deemed to thereby grant to Agent a security interest and lien in and to such commercial tort claims described therein and all proceeds thereof. Each US Loan Party shall provide Agent with written notice promptly upon becoming the beneficiary under any letter of credit or otherwise obtaining any right, title or interest in any letter of credit rights, in each case having a value in excess of $1,000,000, and at Agent’s request shall take such actions as Agent may reasonably request for the perfection of itself shall not be deemed (i) Agent’s security interest therein. The Pre-Petition Secured Parties are entitled to constitute, require or prevent the assumption of any obligation adequate protection as set forth in the Chapter 11 Case or (ii) to prohibit the rejection of any obligation in the Chapter 11 Case. Anything herein contained to the contrary notwithstandingInterim Order and, once entered, the Borrower shall remain liable under any agreements, Contracts, Instruments or Aircraft Leaseholds referred to in this Section 2 and to perform all of its respective obligations thereunder, all in accordance with the respective terms and provisions thereof, but subject to the relevant provisions of the Bankruptcy Code, and the Lenders shall have no obligation or liability under any of the aforementioned agreement by reason of or arising out of the foregoing grant, nor shall any Lender be required or obligated in any manner to perform or fulfill any obligation of the Borrower pursuant thereto, or to make any payment, or to present or file any claim, or to take any action to collect or enforce the payment of any amounts which may have been assigned to Lender or to which it may be entitled at any time. However, the Majority Lenders shall, at their option, have the right, but not the obligation, to cure any defaults under any such agreementsFinal Order.

Security Interest in the Collateral. As collateral security for the prompt payment in full when due (whether at stated maturity, by acceleration or otherwise) of the Obligations, the Borrower hereby pledges, grants and assigns to the Lenders a lien and security interest in all right, title and interest of the Borrower in the following property, whether now owned by the Borrower or hereafter acquired, and whether now existing or hereafter coming into existence (all being collectively referred to herein as "COLLATERAL"): ( a) In order to secure the shares performance of capital stock of each Issuer represented by the certificates identified in Annex 1 hereto and all other shares of capital stock of whatever class of each Issuer, now or hereafter owned by the Borrower, in each case, together with the certificates representing the same (collectively, the "Pledged Stock"); ( b) all shares, securities, moneys or property representing a dividend on any of the Pledged Stock, or representing a distribution or return of capital upon or in respect of the Pledged Stock, or resulting from a split-up, revision, reclassification or other like change of the Pledged Stock or otherwise received in exchange therefor, and any subscription warrants, rights or options issued to the holders of, or otherwise in respect of, the Pledged Stock; ( c) without affecting the obligations of the Borrower under any provision prohibiting such action hereunder or Pledgor under the Credit AgreementNote, the Pledgor hereby pledges, assigns, transfers, sets over and delivers to the Pledgee and grants for the benefit of the Pledgee a security interest in and to all of the event of any consolidation or merger following in which an Issuer is not the surviving business entityPledgor may now or hereafter have any right, title or interest: (i) the Interest; (ii) all shares of each class of the capital stock of the successor business entity (unless such successor business entity is the Borrower) formed by or resulting from such consolidation or merger (the Pledged Stock, together with all other certificates, sharescash, securities, properties or moneys as may distributions and other property at any time and from time to time be pledged hereunder pursuant to clause (a) received, receivable or (b) above and this clause (c) being herein collectively called the "Stock Collateral"); ( d) proceeds of any kind resulting from any disposition of any Aircraft Leasehold, including proceeds otherwise distributed in respect of any assumption and assignment of any Aircraft Leasehold, and including but not limited to any consideration payable by assignees to the Borrower for the right to obtain the assignment or any reimbursement to the Borrower of security deposits or maintenance reserves resulting from the assignee's assumption and performance of the obligation to pay such deposits or reserves; ( e) all Routes; ( f) all Gates; ( g) all Aircraft Order Positions; ( h) all accounts and general intangibles (each as defined in the Uniform Commercial Code) of the Borrower constituting any right to the payment of money, including (but not limited to) all moneys due and to become due to the Borrower in respect of any loans or advances or for Inventory or Equipment or other goods sold or leased or for services rendered, all moneys due and to become due to the Borrower under any guarantee (including a letter of credit) of the purchase price of Inventory or Equipment sold by the Borrower and all tax refunds (such accounts, general intangibles and moneys due and to become due being herein called collectively "Accounts"); ( i) all instruments, chattel paper or letters of credit (each as defined in the Uniform Commercial Code) of the Borrower evidencing, representing, arising from or existing in respect of, relating to, securing or otherwise supporting the payment of, any of the Accounts, including (but not limited to) promissory notes, drafts, bills of exchange and trade acceptances (herein collectively called "INSTRUMENTS"); ( j) all inventory (as defined in the Uniform Commercial Code) of the Borrower, including Motor Vehicles held by the Borrower for lease (including lease to Subsidiaries of the Borrower), fuel, tires and other spare parts, including Spare Parts, all goods obtained by the Borrower in exchange for such inventory, and any products made or processed from such inventory including all substances, if any, commingled therewith or added thereto (herein collectively called "INVENTORY"); ( k) all other accounts or general intangibles of the Borrower not constituting Accounts; ( l) all equipment (as defined in the Uniform Commercial Code) of the Borrower, including all Flight Equipment and all Motor Vehicles (herein collectively called "EQUIPMENT"); ( m) each contract and other agreement of the Borrower relating to the sale or other disposition of Inventory or Equipment; ( n) all documents of title (as defined in the Uniform Commercial Code) or other receipts of the Borrower covering, evidencing or representing Inventory or Equipment (herein collectively called "DOCUMENTS"); ( o) all rights, claims and benefits of the Borrower against any Person arising out of, relating to or in connection with Inventory or Equipment purchased by the Borrower, including, without limitation, any such rights, claims or benefits against any Person storing or transporting such Inventory or Equipment; ( p) all Contracts, together with all Contract Rights; ( q) the balance from time to time in the Collateral Account; ( r) all Intellectual Property, other than non-assignable rights owned by the Borrower or any of its Subsidiaries under licenses whose ownership is solely incidental to the commercial activities of the Borrower and its Subsidiaries; ( s) any Avoidance Actions; ( t) all other property of the Borrower's estate (within the meaning of the Bankruptcy Code), including all rights of payment arising pursuant to the provisions of the Bankruptcy Codeforegoing; and ( u(iii) all other tangible and intangible personal property and fixtures proceeds of the Borrower, including, without limitation, all proceeds, products, offspring, accessions, rents, profits, income, benefits, substitutions and replacements of and to any of the property of the Borrower Pledgor described in clauses (i-iii) above (all of the property described in the preceding foregoing clauses (i)-(iii) is hereinafter referred to as the "COLLATERAL"). (b) The Interest and all other property constituting Collateral is hereby pledged and delivered by the Pledgor to the Pledgee. In addition, on the date of execution of this Section 2 (includingPledge Agreement, without limitationthe Company hereby acknowledges notice of this Pledge Agreement and the Company agrees to make a notation on its register of members of this Pledge Agreement, any proceeds of insurance thereon and all causes of actionthe Pledgor agrees to take such other action as the Pledgee shall deem reasonably necessary or appropriate to duly record the lien created hereunder in the Collateral. In addition, claims and warranties now or hereafter held by at the Borrower in respect of any request of the items listed abovePledgee, the Pledgor shall give, execute, deliver, file and/or record any financing statement, notice, instrument, document, agreement, or other papers that may be necessary or desirable (in the reasonable judgment of the Pledgee) andto create, preserve, perfect or validate the security interest and lien granted pursuant hereto or to enable the Pledgee to exercise and enforce its rights hereunder. In particular, the Pledgor agrees to file a financing statement with respect to the extent related to any property described in said clauses or such proceeds, products and accessions, all books, correspondence, credit files, records, invoices Collateral with the Secretary of State of the State of Delaware. All securities and other papers, including without limitation all tapes, cards, computer runs certificated property at any time and other papers and documents in the possession or under the control of the Borrower or any computer bureau or service company from time to time acting received, receivable or otherwise distributed in respect of or in exchange for the Borrower; but excluding any right, title and interest Interest or other items of the Borrower in, to or under any Collateral (collectively with the Interest, the "EXCLUDED PROPERTY") shall also be pledged and delivered to the extent the security interest created hereby or an assignment as security of all or part of the Borrower's right, title or interest in, to or under such Excluded Property would breach, violate or cause a default (which would not be excused or permissible under the relevant provisions of the Bankruptcy Code or by entry of the Final Order or Interim Order, as the case may be) under any Contract, Instrument or Aircraft Leasehold to which the Borrower is a party or by which it is bound relating to such Excluded Property (it being understood, however, that the proceeds of Excluded Property shall not be excluded from the Collateral). Without limiting the Borrower's obligations under the Credit Agreement with respect to such matters, the foregoing grant of a security interest in and of itself shall not be deemed (i) to constitute, require or prevent the assumption of any obligation in the Chapter 11 Case or (ii) to prohibit the rejection of any obligation in the Chapter 11 Case. Anything herein contained to the contrary notwithstanding, the Borrower shall remain liable under any agreements, Contracts, Instruments or Aircraft Leaseholds referred to in this Section 2 and to perform all of its respective obligations thereunder, all in accordance with the respective terms and provisions thereof, but subject to the relevant provisions of the Bankruptcy Code, and the Lenders shall have no obligation or liability under any of the aforementioned agreement by reason of or arising out of the foregoing grant, nor shall any Lender be required or obligated in any manner to perform or fulfill any obligation of the Borrower pursuant thereto, or to make any payment, or to present or file any claim, or to take any action to collect or enforce the payment of any amounts which may have been assigned to Lender or to which it may be entitled at any time. However, the Majority Lenders shall, at their option, have the right, but not the obligation, to cure any defaults under any such agreementsPledgee when received.

Security Interest in the Collateral. As collateral security for the prompt payment in full when due (whether at stated maturity, by acceleration or otherwise) of the Obligations, the Borrower hereby pledges, grants and assigns to the Lenders Lender a lien Lien and security interest in all right, title and interest of the Borrower in the following property, whether now owned by the Borrower or hereafter acquired, and whether now existing or hereafter coming into existence existence, other than Avoidance Actions (all being collectively referred to herein as "COLLATERALCollateral"): ( a) the shares of capital stock of each Issuer represented by the certificates identified in Annex 1 hereto and all other shares of capital stock of whatever class of each Issuer, now or hereafter owned by the Borrower, in each case, together with the certificates representing the same (collectively, the "Pledged Stock"); ( b) all shares, securities, moneys or property representing a dividend on any of the Pledged Stock, or representing a distribution or return of capital upon or in respect of the Pledged Stock, or resulting from a split-up, revision, reclassification or other like change of the Pledged Stock or otherwise received in exchange therefor, and any subscription warrants, rights or options issued to the holders of, or otherwise in respect of, the Pledged Stock; ( c) without affecting the obligations of the Borrower under any provision prohibiting such action hereunder or under the Credit Agreement, in the event of any consolidation or merger in which an Issuer is not the surviving business entity, all shares of each class of the capital stock of the successor business entity (unless such successor business entity is the Borrower) formed by or resulting from such consolidation or merger (the Pledged Stock, together with all other certificates, shares, securities, properties or moneys as may from time to time be pledged hereunder pursuant to clause (a) or (b) above and this clause (c) being herein collectively called the "Stock Collateral"); ( d) proceeds of any kind resulting from any disposition of any Aircraft Leasehold, including proceeds in respect of any assumption and assignment of any Aircraft Leasehold, and including but not limited to any consideration payable by assignees to the Borrower for the right to obtain the assignment or any reimbursement to the Borrower of security deposits or maintenance reserves resulting from the assignee's assumption and performance of the obligation to pay such deposits or reserves; ( e) all Routes; ( f) all Gates; ( g) all Aircraft Order Positions; ( h1) all accounts and general intangibles (each as defined in the Uniform Commercial Code) of the Borrower constituting any right to the payment of money, including (but not limited to) all moneys due and to become due to the Borrower it in respect of any loans or advances or for Inventory or Equipment or other goods sold or leased or for services rendered, all moneys due and to become due to the Borrower it under any guarantee (including a letter of credit) of the purchase price of Inventory or Equipment sold by the Borrower and all tax refunds (such accounts, general intangibles and moneys due and to become due being herein called collectively "Accounts"); ( i; (2) all instruments, chattel paper or letters of credit (each as defined in the Uniform Commercial Code) of the Borrower evidencing, representing, arising from or existing in respect of, relating to, securing or otherwise supporting the payment of, any of the Accounts, including (but not limited to) promissory notes, drafts, bills of exchange and trade acceptances (herein collectively called "INSTRUMENTSInstruments"); ( j(3) all inventory (as defined in the Uniform Commercial Code) of the Borrower, including Motor Vehicles held by the Borrower for lease (including lease to Subsidiaries of the Borrower), fuel, tires and other spare parts, including Spare Parts, all goods obtained by the Borrower in exchange for such inventory, and any products made or processed from such inventory including all substances, if any, commingled therewith or added thereto (herein collectively called "INVENTORYInventory"); ( k(4) all other accounts or general intangibles of the Borrower not constituting Accounts; ( l; (5) all equipment (as defined in the Uniform Commercial Code) of the Borrower, including all Flight Equipment and all Motor Vehicles (herein collectively called "EQUIPMENTEquipment"); ( m(6) each contract and other agreement of the Borrower relating to the sale or other disposition of Inventory or Equipment; ( n) all documents of title (as defined in the Uniform Commercial Code) or other receipts of the Borrower covering, evidencing or representing Inventory or Equipment (herein collectively called "DOCUMENTS"); ( o) all rights, claims and benefits of the Borrower against any Person arising out of, relating to or in connection with Inventory or Equipment purchased by the Borrower, including, without limitation, any such rights, claims or benefits against any Person storing or transporting such Inventory or Equipment; ( p) all Contracts, together with all Contract Rights; ( q) the balance from time to time in the Collateral Account; ( r) all Intellectual Property, other than non-assignable rights owned by the Borrower or any of its Subsidiaries under licenses whose ownership is solely incidental to the commercial activities of the Borrower and its Subsidiaries; ( s) any Avoidance Actions; ( t) all other property of the Borrower's estate (within the meaning of the Bankruptcy Code), including all rights of payment arising pursuant to the provisions of the Bankruptcy Code; and ( u) all other tangible and intangible personal property and fixtures of the Borrower, including, without limitation, all proceeds, products, offspring, accessions, rents, profits, income, benefits, substitutions and replacements of and to any of the property of the Borrower described in the preceding clauses of this Section 2 (including, without limitation, any proceeds of insurance thereon and all causes of action, claims and warranties now or hereafter held by the Borrower in respect of any of the items listed above) and, to the extent related to any property described in said clauses or such proceeds, products and accessions, all books, correspondence, credit files, records, invoices and other papers, including without limitation all tapes, cards, computer runs and other papers and documents in the possession or under the control of the Borrower or any computer bureau or service company from time to time acting for the Borrower; but excluding any right, title and interest of the Borrower in, to or under any Collateral (the "EXCLUDED PROPERTY") to the extent the security interest created hereby or an assignment as security of all or part of the Borrower's right, title or interest in, to or under such Excluded Property would breach, violate or cause a default (which would not be excused or permissible under the relevant provisions of the Bankruptcy Code or by entry of the Final Order or Interim Order, as the case may be) under any Contract, Instrument or Aircraft Leasehold to which the Borrower is a party or by which it is bound relating to such Excluded Property (it being understood, however, that the proceeds of Excluded Property shall not be excluded from the Collateral). Without limiting the Borrower's obligations under the Credit Agreement with respect to such matters, the foregoing grant of a security interest in and of itself shall not be deemed (i) to constitute, require or prevent the assumption of any obligation in the Chapter 11 Case or (ii) to prohibit the rejection of any obligation in the Chapter 11 Case. Anything herein contained to the contrary notwithstanding, the Borrower shall remain liable under any agreements, Contracts, Instruments or Aircraft Leaseholds referred to in this Section 2 and to perform all of its respective obligations thereunder, all in accordance with the respective terms and provisions thereof, but subject to the relevant provisions of the Bankruptcy Code, and the Lenders shall have no obligation or liability under any of the aforementioned agreement by reason of or arising out of the foregoing grant, nor shall any Lender be required or obligated in any manner to perform or fulfill any obligation of the Borrower pursuant thereto, or to make any payment, or to present or file any claim, or to take any action to collect or enforce the payment of any amounts which may have been assigned to Lender or to which it may be entitled at any time. However, the Majority Lenders shall, at their option, have the right, but not the obligation, to cure any defaults under any such agreements.

Security Interest in the Collateral. As collateral security for the prompt payment in full when due (whether at stated maturity, by acceleration or otherwise) of the Obligations, the Borrower hereby pledges, grants and assigns to the Lenders Lender, subject to the Carve-Out Expenses, a lien Lien and security interest in all right, title and interest of the Borrower in the following property, whether now owned by the Borrower or hereafter acquired, and whether now existing or hereafter coming into existence existence, other than Avoidance Actions and Principal Actions and the proceeds of Avoidance Actions and Principal Actions (all being collectively referred to herein as "COLLATERAL"“Collateral”): ( a) the shares of capital stock of each Issuer represented by the certificates identified in Annex 1 hereto and all other shares of capital stock of whatever class of each Issuer, now or hereafter owned by the Borrower, in each case, together with the certificates representing the same (collectively, the "Pledged Stock"); ( b) all shares, securities, moneys or property representing a dividend on any of the Pledged Stock, or representing a distribution or return of capital upon or in respect of the Pledged Stock, or resulting from a split-up, revision, reclassification or other like change of the Pledged Stock or otherwise received in exchange therefor, and any subscription warrants, rights or options issued to the holders of, or otherwise in respect of, the Pledged Stock; ( c) without affecting the obligations of the Borrower under any provision prohibiting such action hereunder or under the Credit Agreement, in the event of any consolidation or merger in which an Issuer is not the surviving business entity, all shares of each class of the capital stock of the successor business entity (unless such successor business entity is the Borrower) formed by or resulting from such consolidation or merger (the Pledged Stock, together with all other certificates, shares, securities, properties or moneys as may from time to time be pledged hereunder pursuant to clause (a) or (b) above and this clause (c) being herein collectively called the "Stock Collateral"); ( d) proceeds of any kind resulting from any disposition of any Aircraft Leasehold, including proceeds in respect of any assumption and assignment of any Aircraft Leasehold, and including but not limited to any consideration payable by assignees to the Borrower for the right to obtain the assignment or any reimbursement to the Borrower of security deposits or maintenance reserves resulting from the assignee's assumption and performance of the obligation to pay such deposits or reserves; ( e) all Routes; ( f) all Gates; ( g) all Aircraft Order Positions; ( h) all accounts and general intangibles (each as defined in the Uniform Commercial Code) of the Borrower constituting any right to the payment of money, including (but not limited to) all moneys due and to become due to the Borrower it in respect of any loans or advances or for Inventory or Equipment or other goods sold or leased or for services rendered, all moneys due and to become due to the Borrower it under any guarantee (including a letter of credit) of the purchase price of Inventory or Equipment sold by the Borrower and all tax refunds (such accounts, general intangibles and moneys due and to become due being herein called collectively "“Accounts"”); ( i(b) all instruments, chattel paper or letters of credit (each as defined in the Uniform Commercial Code) of the Borrower evidencing, representing, arising from or existing in respect of, relating to, securing or otherwise supporting the payment of, any of the Accounts, including (but not limited to) promissory notes, drafts, bills of exchange and trade acceptances (herein collectively called "INSTRUMENTS"“Instruments”); ( j(c) all inventory (as defined in the Uniform Commercial Code) of the Borrower, including Motor Vehicles held by the Borrower for lease (including lease to Subsidiaries of the Borrower), fuel, tires and other spare parts, including Spare Parts, all goods obtained by the Borrower in exchange for such inventory, and any products made or processed from such inventory including all substances, if any, commingled therewith or added thereto (herein collectively called "INVENTORY"“Inventory”); ( k(d) all other accounts or general intangibles of the Borrower not constituting Accounts; ( l(e) all equipment (as defined in the Uniform Commercial Code) of the Borrower, including all Flight Equipment and all Motor Vehicles Borrower (herein collectively called "EQUIPMENT"“Equipment”); ( m(f) each contract and other agreement of the Borrower relating to the sale or other disposition of Inventory or Equipment; ( n(g) all documents of title (as defined in the Uniform Commercial Code) or other receipts of the Borrower covering, evidencing or representing Inventory or Equipment (herein collectively called "DOCUMENTS"“Documents”); ( o(h) all rights, claims and benefits of the Borrower against any Person arising out of, relating to or in connection with Inventory or Equipment purchased by the Borrower, including, without limitation, any such rights, claims or benefits against any Person storing or transporting such Inventory or Equipment; ( p(i) all cash of the Borrower; (j) all Contracts, together with all Contract Rights; ( q(k) the balance from time to time in the Collateral Account; ( r(l) all Intellectual Property, other than non-assignable rights owned by the Borrower or any of its Subsidiaries under licenses whose ownership is solely incidental to the commercial activities of the Borrower and its SubsidiariesBorrower; ( s) any Avoidance Actions; ( t(m) all other property of the Borrower's ’s estate (within the meaning of the Bankruptcy Code), real or personal, including all rights of payment arising pursuant to the provisions of the Bankruptcy Code; and ( u(n) all other tangible and intangible personal property and fixtures of the Borrower, including, without limitation, all proceeds, products, offspring, accessions, rents, profits, income, benefits, substitutions and replacements of and to any of the property of the Borrower described in the preceding clauses of this Section 2 2.1 (including, without limitation, any proceeds of insurance thereon and all causes of action, claims and warranties now or hereafter held by the Borrower in respect of any of the items listed above) and, to the extent related to any property described in said clauses or such proceeds, products and accessions, all books, correspondence, credit files, records, invoices and other papers, including without limitation all tapes, cards, computer runs and other papers and documents in the possession or under the control of the Borrower or any computer bureau or service company from time to time acting for the Borrower; but excluding any right, title and interest of the Borrower in, to or under any Collateral the collateral securing Permitted Liens, as that term is defined in the Credit Agreement (the "EXCLUDED PROPERTY") “Excluded Property”), to the extent the security interest created hereby or an assignment as security of all or part of the Borrower's ’s right, title or interest in, to or under such Excluded Property would breach, violate or cause a default (which would not be excused or permissible under the relevant provisions of the Bankruptcy Code or by entry of the Final Order or Interim Order, as the case may be) under any agreement or Contract, Instrument or Aircraft Leasehold including the Innotrac Stipulation, to which the Borrower is a party or by which it is bound relating to such Excluded Property (it being understood, however, that the proceeds of Excluded Property shall not be excluded from the CollateralCollateral except to the extent such a breach, violation or default would arise from the inclusion of such proceeds in the Collateral (which would not be excused or permissible under the relevant provision of the Bankruptcy Code)). Without limiting the Borrower's ’s obligations under the Credit Agreement with respect to such matters, the foregoing grant of a security interest in and of itself shall not be deemed (i) to constitute, require or prevent the assumption of any obligation in the Chapter 11 Case or (ii) to prohibit the rejection of any obligation in the Chapter 11 Case. Anything herein contained to the contrary notwithstanding, the Borrower shall remain liable under any agreements, agreements or Contracts, Instruments or Aircraft Leaseholds referred to in this Section 2 and to perform all of its respective obligations thereunder, all in accordance with the respective terms and provisions thereof, but subject to the relevant provisions of the Bankruptcy Code and without prejudice to the Borrower’s right to assume or reject such leases or executory contracts under § 365 of the Bankruptcy Code, and the Lenders Lender shall have no obligation or liability under any of the aforementioned agreement agreements or Contracts by reason of or arising out of the foregoing grant, nor shall any Lender be required or obligated in any manner to perform or fulfill any obligation of the Borrower pursuant thereto, or to make any payment, or to present or file any claim, or to take any action to collect or enforce the payment of any amounts which may have been assigned to Lender or to which it may be entitled at any time. However, the Majority Lenders Lender shall, at their its option, have the right, but not the obligation, to cure any defaults under any such agreementsagreements or Contracts being assumed and/or assumed and assigned to the Lender or its designee in connection with the exercise of its remedies hereunder and under Section 10.3 of the Credit Agreement. Nothwithstanding any of the foregoing, the Committee shall be permitted to investigate and commence any claim or action with regard to the Liens and security interests granted herein, which Liens and security interests shall be subject to avoidance if such claims and actions are successful.

Security Interest in the Collateral. As collateral security for the prompt payment in full when due (whether at stated maturity, by acceleration or otherwise) of the Obligations, the Borrower Pledgors hereby pledgespledge, grants grant and assigns assign to the Lenders Lender a lien Lien and security interest in all right, title and interest of the Borrower Pledgors in the following property, whether now owned by the Borrower Pledgors or hereafter acquired, and whether now existing or hereafter coming into existence (all being collectively referred to herein as "COLLATERALCollateral"): ( (a) all grantable rights of the Pledgors in and to the special mobile radio licenses identified in Annex 1 hereto (the "SMR Licenses"), including any replacement licenses under the PageNet Agreement described in clause (f) hereto; (b) the shares of capital stock or equity or ownership interests of each Issuer represented by the certificates identified in Annex 1 2A hereto and all other shares of capital stock or equity or ownership interests of whatever class of each Issuer, now or hereafter owned by the BorrowerPledgors, in each case, together with the certificates representing the same (collectively, the "Pledged StockIssuer Interests"); ( b(c) the shares of capital stock or equity or ownership interests of Anam Telecommunications, Geotek Argentina, S.A. and, to the extent grantable, GMSI, Inc. represented by the certificates identified in Annex 2B hereto and all other shares of capital stock or equity or ownership interests of whatever class of each of those entities, now or hereafter owned by the Pledgors, in each case, together with the certificates representing the same (collectively, the "Investment Interests;" together with the Issuer Interests, the "Pledged Interests"); (d) all shares, securities, moneys or property representing a dividend on any of the Pledged StockInterests, or representing a distribution or return of capital upon or in respect of the Pledged StockInterests, or resulting from a split-up, revision, reclassification or other like change of the Pledged Stock Interests or otherwise received in exchange therefor, and any subscription warrants, rights or options issued to the holders of, or otherwise in respect of, the Pledged StockInterests; ( c(e) without affecting the obligations of the Borrower Pledgors under any provision prohibiting such action hereunder or under the Credit Agreement, in the event of any consolidation or merger in which an Issuer is not the surviving business entity, all shares of each class of the capital stock or equity or ownership interests of the successor business entity (unless such successor business entity is one of the BorrowerBorrowers) formed by or resulting from such consolidation or merger (the Pledged StockInterests, together with all other certificates, shares, securities, properties or moneys as may from time to time be pledged hereunder pursuant to clause (a) or (b) above and this clause (ce) being herein collectively called the "Stock Interests Collateral"); ( d) proceeds of any kind resulting from any disposition of any Aircraft Leasehold, including proceeds in respect of any assumption and assignment of any Aircraft Leasehold, and including but not limited to any consideration payable by assignees to the Borrower for the right to obtain the assignment or any reimbursement to the Borrower of security deposits or maintenance reserves resulting from the assignee's assumption and performance of the obligation to pay such deposits or reserves; ( e) all Routes; ( (f) all Gates; ( g) all Aircraft Order Positions; ( h) all accounts and general intangibles (each as defined in the Uniform Commercial Code) rights of the Borrower constituting any right to the payment of money, including (but not limited to) all moneys due and to become due to the Borrower in respect of any loans or advances or for Inventory or Equipment or other goods sold or leased or for services rendered, all moneys due and to become due to the Borrower under any guarantee (including a letter of credit) of the purchase price of Inventory or Equipment sold by the Borrower and all tax refunds (such accounts, general intangibles and moneys due and to become due being herein called collectively "Accounts"); ( i) all instruments, chattel paper or letters of credit (each as defined in the Uniform Commercial Code) of the Borrower evidencing, representing, arising from or existing in respect of, relating to, securing or otherwise supporting the payment of, any of the AccountsBorrowers under and/or to the proceeds of (a) that certain SMR Frequency Exchange Agreement dated March 14, including 1997 by and between Paging Network of America, Inc. (but not limited to"PageNet") promissory notesand Geotek Communications, draftsInc. (the APageNet Agreement@) with the exception of the New York MTA license assigned by PageNet to Geotek US Networks, bills of exchange Inc. and trade acceptances (herein collectively called "INSTRUMENTS")b) that certain Purchase Agreement dated April 3, 1998 by and between Geotek Communications, Inc., Gelico, Inc. and Industrial Wireless Technologies, Inc.; ( j) all inventory (as defined in the Uniform Commercial Code) of the Borrower, including Motor Vehicles held by the Borrower for lease (including lease to Subsidiaries of the Borrower), fuel, tires and other spare parts, including Spare Parts, all goods obtained by the Borrower in exchange for such inventory, and any products made or processed from such inventory including all substances, if any, commingled therewith or added thereto (herein collectively called "INVENTORY"); ( k) all other accounts or general intangibles of the Borrower not constituting Accounts; ( l) all equipment (as defined in the Uniform Commercial Code) of the Borrower, including all Flight Equipment and all Motor Vehicles (herein collectively called "EQUIPMENT"); ( m) each contract and other agreement of the Borrower relating to the sale or other disposition of Inventory or Equipment; ( n) all documents of title (as defined in the Uniform Commercial Code) or other receipts of the Borrower covering, evidencing or representing Inventory or Equipment (herein collectively called "DOCUMENTS"); ( o) all rights, claims and benefits of the Borrower against any Person arising out of, relating to or in connection with Inventory or Equipment purchased by the Borrower, including, without limitation, any such rights, claims or benefits against any Person storing or transporting such Inventory or Equipment; ( p) all Contracts, together with all Contract Rights; ( qg) the balance from time to time in the Collateral Account; ( r(h) all Intellectual Property, other than non-assignable rights owned by the Borrower or any of its Subsidiaries under licenses whose ownership is solely incidental to the commercial activities extent grantable all assets of the Borrower and its Subsidiaries; ( s) Pledgors not subject to any Avoidance Actions; ( t) all other property of the Borrower's estate (within the meaning of the Bankruptcy Code), including all rights of payment arising pursuant to the provisions of the Bankruptcy Code; and ( u) all other tangible and intangible personal property and fixtures of the Borrowerexisting Lien, including, without limitation: (i) all Accounts; (ii) all Chattel Paper; (iii) all Contracts, including each Contract and other agreement of the Subsidiaries relating to the sale or other disposition of Inventory or Equipment, with the exception of the May Industrial Wireless Agreement, as defined in the Credit Agreement; (iv) all Documents; (v) all Equipment; (vi) all Instruments; (vii) all Inventory; and (viii) all proceeds, products, offspring, accessions, rents, profits, income, benefits, substitutions and replacements of and to any of the property of the Borrower Pledgors described in the preceding clauses of this Section 2 (including, without limitation, any proceeds of insurance thereon and all causes of action, claims and warranties now or hereafter held by the Borrower Pledgors in respect of any of the items listed above) and, to the extent related to any property described in said clauses or such proceeds, products and accessions, all books, correspondence, credit files, records, invoices and other papers, including without limitation all tapes, cards, computer runs and other papers and documents in the possession or under the control of the Borrower Pledgors or any computer bureau or service company from time to time acting for the BorrowerPledgors; but excluding any right, title and interest of the Borrower Pledgors in, to or under any Collateral (the "EXCLUDED PROPERTYExcluded Property") ), to the extent the security interest created hereby or an assignment as security of all or part of the Borrower's Pledgors= right, title or interest in, to or under such Excluded Property would breach, violate or cause a default (which would not be excused or permissible under the relevant provisions of the Bankruptcy Code or by entry of the Final Order or Interim Order, as the case may be) under any agreement or Contract, Instrument or Aircraft Leasehold to which any of the Borrower Pledgors is a party or by which it is bound relating to such Excluded Property (it being understood, however, that the proceeds of Excluded Property shall not be excluded from the CollateralCollateral except to the extent such a breach, violation or default would arise from the inclusion of such proceeds in the Collateral (which would not be excused or permissible under the relevant provision of the Bankruptcy Code)). Without limiting the Borrower's Borrowers= obligations under the Credit Agreement with respect to such matters, the foregoing grant of a security interest in and of itself shall not be deemed (i) to constitute, require or prevent the assumption of any obligation in the Chapter 11 Case Cases or (ii) to prohibit the rejection of any obligation in the Chapter 11 CaseCases. Anything herein contained to the contrary notwithstanding, the Borrower Pledgors shall remain liable under any agreements, agreements or Contracts, Instruments or Aircraft Leaseholds referred to in this Section 2 and to perform all of its their respective obligations thereunder, all in accordance with the respective terms and provisions thereof, but subject to the relevant provisions of the Bankruptcy Code, and the Lenders Lender shall have no obligation or liability under any of the aforementioned agreement agreements or Contracts by reason of or arising out of the foregoing grant, nor shall any Lender be required or obligated in any manner to perform or fulfill any obligation of the Borrower Pledgors pursuant thereto, or to make any payment, or to present or file any claim, or to take any action to collect or enforce the payment of any amounts which may have been assigned to Lender or to which it may be entitled at any time. However, the Majority Lenders Lender shall, at their its option, have the right, but not the obligation, to cure any defaults under any such agreementsagreements or Contracts being assumed and/or assumed and assigned to the Lender or its designee in connection with the exercise of its remedies hereunder and under Section 10.3 of the Credit Agreement.

Security Interest in the Collateral. As collateral security for For value received, and to induce the prompt payment in full when due (whether at stated maturitySecured Party to purchase the Notes, by acceleration or otherwise) of the Obligations, the Borrower Debtor hereby pledges, grants and assigns to the Lenders Secured Party, as security for all present and future obligations and liabilities of the Debtor under the Notes, this Agreement and the other Purchase Documents (collectively, the "Obligations"), a lien and security interest in in, and lien on, all of the Debtor's right, title and interest of the Borrower in the following propertyand to: (a) all standard and specialized marine cargo containers and all improvements, whether now owned by the Borrower or hereafter acquiredadditions, parts, fittings, accessories, special tools, and whether now existing or hereafter coming into existence (all being collectively referred to herein as "COLLATERAL"): ( a) the shares of capital stock of each Issuer represented by the certificates identified in Annex 1 hereto attachments and all other shares of capital stock of whatever class of each Issuer, accessions now or hereafter owned by the Borrower, affixed thereto or used in each case, together with the certificates representing the same connection therewith and all substitutions and replacements thereof (collectively, the "Pledged StockContainers"); ( (b) all sharesleases, securitiesmanagement agreements, moneys or property representing a dividend on any sale and purchase agreements, instruments, invoices, orders, documents of the Pledged Stock, or representing a distribution or return title and bills of capital upon or in respect of the Pledged Stock, or resulting from a split-up, revision, reclassification or other like change of the Pledged Stock or otherwise received in exchange therefor, and any subscription warrants, rights or options issued sale relating to the holders ofContainers (including, or otherwise in respect ofwithout limitation, the Pledged Stock; ( c) without affecting the obligations of the Borrower under any provision prohibiting such action hereunder or under the Credit Agreement, in the event of any consolidation or merger in which an Issuer is not the surviving business entity, all shares of each class of the capital stock of the successor business entity (unless such successor business entity is the Borrower) formed by or resulting from such consolidation or merger (the Pledged Stock, together with all other certificates, shares, securities, properties or moneys as may from time to time be pledged hereunder pursuant to clause (a) or (b) above and this clause (c) being herein collectively called the "Stock Collateral"); ( d) proceeds of any kind resulting from any disposition of any Aircraft Leasehold, including proceeds in respect of any assumption and assignment of any Aircraft Leasehold, and including but not limited to any consideration payable by assignees to the Borrower for the right to obtain the assignment or any reimbursement to the Borrower of security deposits or maintenance reserves resulting from the assignee's assumption and performance of the obligation to pay such deposits or reserves; ( e) all Routes; ( f) all Gates; ( g) all Aircraft Order Positions; ( h) all accounts and general intangibles (each as defined in the Uniform Commercial Code) of the Borrower constituting any right to the payment of money, including (but not limited to) all moneys due and to become due to the Borrower in respect of any loans or advances or for Inventory or Equipment or other goods sold or leased or for services rendered, all moneys due and to become due to the Borrower under any guarantee (including a letter of credit) of the purchase price of Inventory or Equipment sold by the Borrower and all tax refunds (such accounts, general intangibles and moneys due and to become due being herein called collectively "Accounts"); ( i) all instruments, chattel paper or letters of credit (each as defined in the Uniform Commercial Code) of the Borrower evidencing, representing, arising from or existing in respect of, relating to, securing or otherwise supporting the payment of, any of the Accounts, including (but not limited to) promissory notes, drafts, bills of exchange and trade acceptances (herein collectively called "INSTRUMENTS"); ( j) all inventory Leasing Agent Agreement (as defined in the Uniform Commercial CodeNote Purchase Agreement)) and all rights to exercise any election or option or to make any decision or determination or to give or receive any notice, consent, waiver or approval or to take any other action under or in respect of any of the Borrowerforegoing documents; (c) all general intangibles, including Motor Vehicles held by the Borrower for lease rights to payment, tolls, rents, issues, profits, revenues, income, accounts receivable, contract rights and proceeds of any kind (including lease including, without limitation, insurance, disposition proceeds and condemnation awards) with respect to Subsidiaries or on account of the Borrower), fuel, tires and other spare parts, including Spare Parts, all goods obtained by Containers or the Borrower in exchange for such inventory, and any products made or processed from such inventory including all substances, if any, commingled therewith or added thereto (herein collectively called "INVENTORY")Leasing Agent Agreement; ( k) all other accounts or general intangibles of the Borrower not constituting Accounts; ( l) all equipment (as defined in the Uniform Commercial Code) of the Borrower, including all Flight Equipment and all Motor Vehicles (herein collectively called "EQUIPMENT"); ( m) each contract and other agreement of the Borrower relating to the sale or other disposition of Inventory or Equipment; ( n) all documents of title (as defined in the Uniform Commercial Code) or other receipts of the Borrower covering, evidencing or representing Inventory or Equipment (herein collectively called "DOCUMENTS"); ( od) all rights, claims and benefits causes of action against the Borrower against any Person arising out of, relating to or in connection with Inventory or Equipment purchased by the Borrower, including, without limitation, any such rights, claims or benefits against any Person storing or transporting such Inventory or Equipment; ( p) all Contracts, together with all Contract Rights; ( q) the balance from time to time in the Collateral Account; ( r) all Intellectual Property, other than non-assignable rights owned by the Borrower manufacturer or any of its Subsidiaries under licenses whose ownership is solely incidental to the commercial activities of the Borrower and its Subsidiaries; ( s) any Avoidance Actions; ( t) all other property of the Borrower's estate (within the meaning of the Bankruptcy Code)party, including all rights of payment arising pursuant to the provisions of the Bankruptcy Code; and ( u) all other tangible and intangible personal property and fixtures of the Borrowerby contract or otherwise, including, without limitation, all proceeds, products, offspring, accessions, rents, profits, income, benefits, substitutions and replacements of and to any of the property of the Borrower described in the preceding clauses of this Section 2 (including, without limitation, any proceeds of insurance thereon and all causes of action, claims and warranties now or hereafter held by the Borrower in respect of any defect in any of the items listed aboveContainers; (i) andthe Money Market Account, to MMA Account No. 3086▇▇▇▇, ▇▇intained by the extent related to any property described in said clauses or such proceeds, products Debtor with IBJ Whitehall Bank & Trust Company (the "Depository") representing money and accessions, all books, correspondence, credit files, records, invoices and other papers, including without limitation all tapes, cards, computer runs and other papers and documents funds currently on deposit by the Debtor with the Depository in the possession amount of $750,000 (the "Account"), or under the control any account both now and hereafter opened in substitution or replacement for, or as a renewal, extension, reissue or roll-over of such Account or as a reinvestment of the Borrower money or any computer bureau funds on deposit thereto, (ii) all moneys and funds now and hereafter deposited to such account or service company from time to time acting for the Borrower; but excluding any rightpayable thereon, title and interest of the Borrower in(iii) all interest, dividends, cash, income or other property now or hereafter payable or distributable under, on, to or under by reason of, such Account; (f) all instruments, books and records maintained by or for the Debtor concerning any Collateral of the foregoing; and (g) any and all cash and non-cash proceeds of the foregoing; in each case, wherever located and whether now owned or hereafter created or acquired by the Debtor (collectively, the "EXCLUDED PROPERTYCollateral") ). The Debtor agrees that the Secured Party shall have the sole power of access and withdrawal from the Account. The Debtor shall deliver or promptly cause to be delivered to the extent Secured Party an acknowledgment duly executed and delivered by the security interest created hereby or an assignment as security of all or part Depository and in form and content satisfactory to the Secured Party under which, among other things, the Depository will accept and confirm notice of the BorrowerSecured Party's right, title or interest in, to or under such Excluded Property would breach, violate or cause a default (which would not be excused or permissible under the relevant provisions of the Bankruptcy Code or by entry of the Final Order or Interim Order, as the case may be) under any Contract, Instrument or Aircraft Leasehold to which the Borrower is a party or by which it is bound relating to such Excluded Property (it being understood, however, that the proceeds of Excluded Property shall not be excluded from the Collateral). Without limiting the Borrower's obligations under the Credit Agreement with respect to such matters, the foregoing grant of a security interest in the Account. Unless and until an Event of itself Default shall not have occurred and is continuing, the Debtor shall be deemed (i) entitled to constitutereceive and retain any and all interest, require income or prevent dividends paid in cash on the assumption Account on a quarterly basis. Upon the occurrence and during the continuance of any obligation an Event of Default, all such rights of the Debtor to receive interest, income or dividends shall cease, and all such rights shall thereupon become vested in the Chapter 11 Case or (ii) to prohibit the rejection of any obligation in the Chapter 11 Case. Anything herein contained to the contrary notwithstanding, the Borrower shall remain liable under any agreements, Contracts, Instruments or Aircraft Leaseholds referred to in this Section 2 and to perform all of its respective obligations thereunder, all in accordance with the respective terms and provisions thereof, but subject to the relevant provisions of the Bankruptcy CodeSecured Party as Collateral, and the Lenders Secured Party shall have no obligation the sole and exclusive right and authority to receive and retain such interest, income or liability under any dividends. All interest, income or dividends which are received by the Debtor contrary to the provisions hereof shall be received in trust for the benefit of the aforementioned agreement by reason of Secured Party, shall be segregated from other property or arising out funds of the foregoing grant, nor Debtor and shall be forthwith delivered to the Secured Party in the same form as so received with any Lender be required or obligated in any manner necessary endorsement which the Debtor agrees to perform or fulfill any obligation of the Borrower pursuant thereto, or to make any payment, or to present or file any claim, or to take any action to collect or enforce the payment of any amounts which may have been assigned to Lender or to which it may be entitled at any time. However, the Majority Lenders shall, at their option, have the right, but not the obligation, to cure any defaults under any such agreementsmake.

Security Interest in the Collateral. As collateral security for (a) To secure the prompt payment in full when due (whether at stated maturityand complete payment, by acceleration or otherwise) performance and observance of all of the Obligations, and to induce the Lenders to enter into this Agreement and to make available to the Borrowers the Interim Loan Advances and Basic Loans to be made by the Lenders, each Borrower hereby pledges, grants and assigns to the Lenders Administrative Agent, for the pro rata benefit of the Lenders, a first priority lien on and security interest in all right, title and interest of the Borrower in the following property, whether now owned by the Borrower or hereafter acquired, and whether now existing or hereafter coming into existence (all being collectively referred to herein as "COLLATERAL"): ( a) the shares of capital stock of each Issuer represented by the certificates identified in Annex 1 hereto and all other shares of capital stock of whatever class of each Issuer, now or hereafter owned by the Borrower, in each case, together with the certificates representing the same (collectively, the "Pledged Stock"); ( b) all shares, securities, moneys or property representing a dividend on any of the Pledged Stock, or representing a distribution or return of capital upon or in respect of the Pledged Stock, or resulting from a split-up, revision, reclassification or other like change of the Pledged Stock or otherwise received in exchange therefor, and any subscription warrants, rights or options issued to the holders of, or otherwise in respect of, the Pledged Stock; ( c) without affecting the obligations of the Borrower under any provision prohibiting such action hereunder or under the Credit Agreement, in the event of any consolidation or merger in which an Issuer is not the surviving business entity, all shares of each class of the capital stock of the successor business entity (unless such successor business entity is the Borrower) formed by or resulting from such consolidation or merger (the Pledged Stock, together with all other certificates, shares, securities, properties or moneys as may from time to time be pledged hereunder pursuant to clause (a) or (b) above and this clause (c) being herein collectively called the "Stock Collateral"); ( d) proceeds of any kind resulting from any disposition of any Aircraft Leasehold, including proceeds in respect of any assumption and assignment of any Aircraft Leasehold, and including but not limited to any consideration payable by assignees to the Borrower for the right to obtain the assignment or any reimbursement to the Borrower of security deposits or maintenance reserves resulting from the assignee's assumption and performance of the obligation to pay such deposits or reserves; ( e) all Routes; ( f) all Gates; ( g) all Aircraft Order Positions; ( h) all accounts and general intangibles (each as defined in the Uniform Commercial Code) of the Borrower constituting any right to the payment of money, including (but not limited to) all moneys due and to become due to the Borrower in respect of any loans or advances or for Inventory or Equipment or other goods sold or leased or for services rendered, all moneys due and to become due to the Borrower under any guarantee (including a letter of credit) of the purchase price of Inventory or Equipment sold by the Borrower and all tax refunds (such accounts, general intangibles and moneys due and to become due being herein called collectively "Accounts"); ( i) all instruments, chattel paper or letters of credit (each as defined in the Uniform Commercial Code) of the Borrower evidencing, representing, arising from or existing in respect of, relating to, securing or otherwise supporting the payment of, any of the Accounts, including (but not limited to) promissory notes, drafts, bills of exchange and trade acceptances (herein collectively called "INSTRUMENTS"); ( j) all inventory (as defined in the Uniform Commercial Code) of the Borrower, including Motor Vehicles held by the Borrower for lease (including lease to Subsidiaries of the Borrower), fuel, tires and other spare parts, including Spare Parts, all goods obtained by the Borrower in exchange for such inventory, and any products made or processed from such inventory including all substances, if any, commingled therewith or added thereto (herein collectively called "INVENTORY"); ( k) all other accounts or general intangibles of the Borrower not constituting Accounts; ( l) all equipment (as defined in the Uniform Commercial Code) of the Borrower, including all Flight Equipment and all Motor Vehicles (herein collectively called "EQUIPMENT"); ( m) each contract and other agreement of the Borrower relating to the sale or other disposition of Inventory or Equipment; ( n) all documents of title (as defined in the Uniform Commercial Code) or other receipts of the Borrower covering, evidencing or representing Inventory or Equipment (herein collectively called "DOCUMENTS"); ( o) all rights, claims and benefits of the Borrower against any Person arising out of, relating to or in connection with Inventory or Equipment purchased by the Borrower, including, without limitation, any such rights, claims or benefits against any Person storing or transporting such Inventory or Equipment; ( p) all Contracts, together with all Contract Rights; ( q) the balance from time to time in the Collateral Account; ( r) all Intellectual Property, other than non-assignable rights owned by the Borrower or any of its Subsidiaries under licenses whose ownership is solely incidental to the commercial activities of the Borrower and its Subsidiaries; ( s) any Avoidance Actions; ( t) all other property of the Borrower's estate (within the meaning of the Bankruptcy Code), including all rights of payment arising pursuant to the provisions of the Bankruptcy Code; and ( u) all other tangible and intangible personal property and fixtures of the Borrower, including, without limitation, all proceeds, products, offspring, accessions, rents, profits, income, benefits, substitutions and replacements of and to any of the property of the Borrower described in the preceding clauses of this Section 2 (including, without limitation, any proceeds of insurance thereon and all causes of action, claims and warranties now or hereafter held by the Borrower in respect of any of the items listed above) and, to the extent related to any property described in said clauses or such proceeds, products and accessions, all books, correspondence, credit files, records, invoices and other papers, including without limitation all tapes, cards, computer runs and other papers and documents in the possession or under the control of the Borrower or any computer bureau or service company from time to time acting for the Borrower; but excluding any right, title and interest of the Borrower in, to or under any Collateral (the "EXCLUDED PROPERTY") to the extent the security interest created hereby or an assignment as security of all or part of the Borrower's right, title or and interest in, to or under such Excluded Property would breach, violate or cause a default (which would not be excused or permissible and under the relevant provisions following, whether now owned or hereafter acquired by or arising in favor of the Bankruptcy Code such Borrower (including without limitation under any trade styles), and whether owned, leased or consigned by entry or to such Borrower, and regardless of the Final Order or Interim Order, where located (all of which are herein collectively referred to as the case may be) under any Contract, Instrument or Aircraft Leasehold to which the Borrower is a party or by which it is bound relating to such Excluded Property (it being understood, however, that the proceeds of Excluded Property shall not be excluded from the "Collateral). Without limiting the Borrower's obligations under the Credit Agreement with respect to such matters, the foregoing grant of a security interest in and of itself shall not be deemed "): (i) all of the Scheduled Equipment and each and every item or unit thereof; (ii) each and every item or unit of equipment acquired in substitution or replacement for any item or unit of the Scheduled Equipment, including without limitation replacement units and items referred to constitutein sections 1.10 and 1.11; (iii) all spare and other parts, require attachments, components, accessions, accessories, manuals, installation kits and the like installed in or prevent on or otherwise affixed or pertaining to any of the assumption of any obligation Collateral referred to in the Chapter 11 Case clause (i) or (ii) above; (iv) all Documents (including without limitation all warehouse receipts, dock receipts, bills of lading and the like) and all licenses and other rights under section 8.3 (excluding gaming licenses and non-assignable software licenses referred to prohibit in Schedule 3.7), all manufacturers' and other warranties, guarantees and service contracts, and any and all software and firmware, and all other rights and interests similar or related to any of the rejection foregoing, covering all or any portion of the Collateral referred to in clause (i), (ii) or (iii) above; (v) all cash collateral, if any, from time to held by the Administrative Agent under any provision hereof; and (vi) to the extent not otherwise included, all Proceeds (including insurance and condemnation proceeds and proceeds of other proceeds) of any obligation of the foregoing and all accessories (including tools specific to the included equipment) and accessions (excluding cash in slot machines and the Chapter 11 Case. Anything herein contained contents of minibars) to, substitutions and replacements for each of the foregoing. (b) Any provision of section 1.2(e), 1.2(f), 1.10(b) or 1.11(b) to the contrary notwithstanding, in no event may any change in the Borrower shall remain liable under composition of the Collateral as set forth in Annex B, or as a result of any agreementsreinvestment of Excepted Asset Sale Proceeds or Excepted Loss Proceeds, Contractsbe made hereunder if after giving effect to such change the sum of (i) the aggregate purchase price of the portion of the Collateral which consists of gaming equipment, Instruments telephone equipment or Aircraft Leaseholds referred to in this Section 2 and to perform management information system (MIS) equipment plus (ii) the aggregate value of the cash collateral, if any, then held by the Administrative Agent hereunder would be less than 25% of the sum of (x) the aggregate value of the cash collateral, if any, then held by the Administrative Agent hereunder plus (y) the aggregate purchase price of all of its respective obligations thereunder, all in accordance with the respective terms and provisions thereof, but subject to the relevant provisions of the Bankruptcy Code, and the Lenders shall have no obligation or liability under any of the aforementioned agreement by reason of or arising out of the foregoing grant, nor shall any Lender be required or obligated in any manner to perform or fulfill any obligation of the Borrower pursuant thereto, or to make any payment, or to present or file any claim, or to take any action to collect or enforce the payment of any amounts which may have been assigned to Lender or to which it may be entitled at any time. However, the Majority Lenders shall, at their option, have the right, but not the obligation, to cure any defaults under any such agreementsnon-cash Collateral held hereunder.

Security Interest in the Collateral. As collateral security for (a) To secure the prompt payment in full when due (whether at stated maturity, by acceleration or otherwise) and performance of the ObligationsObligations when and as due, the Borrower Company and Parent each hereby pledges, grants and assigns to the Lenders Lender a lien and continuing security interest in and to all right, title and interest Property of each of the Borrower Company and Parent, including but not limited to, the Property specified below in the following propertythis Section 2.1 (a), whether now owned by the Borrower or hereafter acquired, and whether now existing or hereafter coming into existence acquired or arising and wheresoever located: (i) all being collectively referred accounts, accounts receivable, contract rights related to herein as "COLLATERAL"): ( a) or arising from any account, notes, documents, chattel paper, instrument acceptances, drafts or other forms of obligations and receivables arising from the shares sale or lease of capital stock inventory or rendition of each Issuer represented by services in the certificates identified in Annex 1 hereto and all other shares ordinary course of capital stock of whatever class of each Issuer, now business or hereafter owned by the Borrower, in each case, together with the certificates representing the same otherwise (collectively, the "Pledged Stock"); ( b) all shares, securities, moneys or property representing a dividend on any of the Pledged Stock, or representing a distribution or return of capital upon or in respect of the Pledged Stock, or resulting from a split-up, revision, reclassification or other like change of the Pledged Stock or otherwise received in exchange therefor, and any subscription warrants, rights or options issued to the holders of, or otherwise in respect of, the Pledged Stock; ( c) without affecting the obligations of the Borrower under any provision prohibiting such action hereunder or under the Credit Agreement, in the event of any consolidation or merger in which an Issuer is not the surviving business entity, all shares of each class of the capital stock of the successor business entity (unless such successor business entity is the Borrower) formed by or resulting from such consolidation or merger (the Pledged Stock, together with all other certificates, shares, securities, properties or moneys as may from time to time be pledged hereunder pursuant to clause (a) or (b) above and this clause (c) being herein collectively called the "Stock Collateral"); ( d) proceeds of any kind resulting from any disposition of any Aircraft Leasehold, including proceeds in respect of any assumption and assignment of any Aircraft Leasehold, and including but not limited to any consideration payable by assignees to the Borrower for the right to obtain the assignment or any reimbursement to the Borrower of security deposits or maintenance reserves resulting from the assignee's assumption and performance of the obligation to pay such deposits or reserves; ( e) all Routes; ( f) all Gates; ( g) all Aircraft Order Positions; ( h) all accounts and general intangibles (each as defined in the Uniform Commercial Code) of the Borrower constituting any right to the payment of money, including (but not limited to) all moneys due and to become due to the Borrower in respect of any loans or advances or for Inventory or Equipment or other goods sold or leased or for services rendered, all moneys due and to become due to the Borrower under any guarantee (including a letter of credit) of the purchase price of Inventory or Equipment sold by the Borrower and all tax refunds (such accounts, general intangibles and moneys due and to become due being herein called collectively "Accounts"); ( i(ii) all instrumentsinventory (whether held for sale or lease or to be furnished under contracts of service), chattel paper raw materials, work in process, and materials used or letters of credit (each as defined consumed in the Uniform Commercial Code) conduct of the Borrower evidencing, representing, arising from or existing in respect of, relating to, securing or otherwise supporting the payment of, any of the Accountsbusiness, including all goods, inventory and merchandise returned by or reclaimed or repossessed from customers wherever such goods, inventory and merchandise are located (but not limited to) promissory notescollectively, drafts, bills of exchange and trade acceptances (herein collectively called the "INSTRUMENTSInventory"); ( j(iii) all inventory machinery, equipment, fixtures, furnishings, furniture, appliances and motor vehicles (as defined in the Uniform Commercial Code) of the Borrower, including Motor Vehicles held by the Borrower for lease (including lease to Subsidiaries of the Borrower), fuel, tires and other spare parts, including Spare Parts, all goods obtained by the Borrower in exchange for such inventory, and any products made whether certificated or processed from such inventory including all substances, if any, commingled therewith or added thereto (herein collectively called "INVENTORY"not); ( k(iv) all general intangibles, including but not limited to all patents, patent applications, copyrights, trademarks, trade names, licenses, permits, deposit accounts, contract rights, royalty rights, tax refunds, unearned insurance premium refunds, insurance or condemnation proceeds (whether or not representing proceeds of other accounts Collateral described in this Section 2.1 (a)), choses and rights-in-action, beneficial interests in any trust, joint venture or general intangibles of partnership rights, warranty rights, certificates, rights under consulting, service, non-compete or other similar agreements, blueprints and drawings, but not including licenses granted to the Borrower not constituting AccountsCompany or Parent by the FCC; ( l(v) all equipment (as defined in the Uniform Commercial Code) of the Borrowermoneys, including all Flight Equipment and all Motor Vehicles (herein collectively called "EQUIPMENT"); ( m) each contract and other agreement of the Borrower relating to the sale or other disposition of Inventory or Equipment; ( n) all documents of title (as defined in the Uniform Commercial Code) or other receipts of the Borrower covering, evidencing or representing Inventory or Equipment (herein collectively called "DOCUMENTS"); ( o) all rights, claims and benefits of the Borrower against any Person arising out of, relating to or in connection with Inventory or Equipment purchased by the Borrower, including, without limitation, any such rights, claims or benefits against any Person storing or transporting such Inventory or Equipment; ( p) all Contracts, together with all Contract Rights; ( q) the balance from time to time in the Collateral Account; ( r) all Intellectual Property, other than non-assignable rights owned by the Borrower or any of its Subsidiaries under licenses whose ownership is solely incidental to the commercial activities of the Borrower and its Subsidiaries; ( s) any Avoidance Actions; ( t) all other property of the Borrower's estate (within the meaning of the Bankruptcy Code), including all rights of payment arising pursuant to the provisions of the Bankruptcy Code; and ( u) all other tangible and intangible personal investment property and fixtures Property of the Borrowerany kind, including, without limitation, all proceeds, products, offspring, accessions, rents, profits, income, benefits, substitutions and replacements of and to any of the property of the Borrower described in the preceding clauses of this Section 2 (including, without limitation, any proceeds of insurance thereon and all causes of action, claims and warranties now or hereafter held by the Borrower in respect of at any of the items listed above) andtime or times hereafter, to the extent related to any property described in said clauses or such proceeds, products and accessions, all books, correspondence, credit files, records, invoices and other papers, including without limitation all tapes, cards, computer runs and other papers and documents in the possession or under the control of the Borrower Lender or a bailee of the Lender; (vi) all proceeds from the sale or other disposition of licenses granted to the Company or Parent by the FCC; (vii) all accessions to, substitutions for and all replacements, products and proceeds of the Property described in clauses 2.1(a) (i), (ii), (iii), (iv), (v) and (vi) above, including, without limitation, proceeds of the Insurance Policies; and (viii) all books and records (including, without limitation, customer lists, credit files, computer programs, printouts, and other computer materials and records) pertaining to any computer bureau of the Property described in clauses 2.1 (a) (i), (ii), (iii), (iv), (v), (vi) and (vii) above. (b) To secure the prompt payment and performance of the Obligations when and as due, Parent hereby grants to the Lender a continuing security interest in and to all Property of the Parent specified below in this Section 2.1 (b) whether now owned or service company existing or hereafter acquired or arising and wheresoever located: (A) the shares of stock described in Exhibit A hereto (the "Shares"), which shares represent one hundred percent (100%) of the issued and outstanding shares of capital stock of CellularVision Capital Corp. and all securities convertible or exchangeable into such capital stock, (B) all limited partnership interests in the Company (the "Interests") (the Shares and the Interests being referred to herein collectively as the "Pledged Securities"), (C) the certificates and instruments representing the Pledged Securities and (D) subject to Section 2.5 hereof, all dividends, cash, securities (including, without limitation, any securities issued in connection with stock dividends or stock splits), instruments and other Property from time to time acting paid, payable or otherwise distributed in respect of or in exchange for the Borrower; but excluding any right, title and interest or all of the Borrower inPledged Securities; (ii) all substitutions for and all replacements, to or under any Collateral (the "EXCLUDED PROPERTY") to the extent the security interest created hereby or an assignment as security of all or part products and proceeds of the Borrower's right, title or interest in, to or under such Excluded Property would breach, violate or cause a default described in clause 2.1 (which would not be excused or permissible under the relevant provisions of the Bankruptcy Code or by entry of the Final Order or Interim Order, as the case may beb) under any Contract, Instrument or Aircraft Leasehold to which the Borrower is a party or by which it is bound relating to such Excluded Property (it being understood, however, that the proceeds of Excluded Property shall not be excluded from the Collateral). Without limiting the Borrower's obligations under the Credit Agreement with respect to such matters, the foregoing grant of a security interest in and of itself shall not be deemed (i) above; and (iii) all books and records pertaining to constitute, require or prevent any of the assumption of any obligation Property described in the Chapter 11 Case or clauses 2.1 (b)(i) and (ii) above. (c) All of the Property described in these Sections 2.1(a) and (b) and all other Property which shall, from time to prohibit time, secure the rejection of any obligation in the Chapter 11 Case. Anything Obligations are herein contained to the contrary notwithstanding, the Borrower shall remain liable under any agreements, Contracts, Instruments or Aircraft Leaseholds collectively referred to in this Section 2 and to perform all of its respective obligations thereunder, all in accordance with as the respective terms and provisions thereof, but subject to the relevant provisions of the Bankruptcy Code, and the Lenders shall have no obligation or liability under any of the aforementioned agreement by reason of or arising out of the foregoing grant, nor shall any Lender be required or obligated in any manner to perform or fulfill any obligation of the Borrower pursuant thereto, or to make any payment, or to present or file any claim, or to take any action to collect or enforce the payment of any amounts which may have been assigned to Lender or to which it may be entitled at any time. However, the Majority Lenders shall, at their option, have the right, but not the obligation, to cure any defaults under any such agreements"Collateral."

Security Interest in the Collateral. As collateral security for the prompt payment in full when due (whether at stated maturity, by acceleration or otherwise) of the Obligations, the Borrower Pledgors hereby pledgespledge, grants grant and assigns assign to the Lenders Lender a lien Lien and security interest in all right, title and interest of the Borrower Pledgors in the following property, whether now owned by the Borrower Pledgors or hereafter acquired, and whether now existing or hereafter coming into existence (all being collectively referred to herein as "COLLATERALCollateral"): ( (a) all grantable rights of the Pledgors in and to the special mobile radio licenses identified in Annex 1 hereto (the "SMR Licenses"), including any replacement licenses under the PageNet Agreement described in clause (f) hereto; (b) the shares of capital stock or equity or ownership interests of each Issuer represented by the certificates identified in Annex 1 2A hereto and all other shares of capital stock or equity or ownership interests of whatever class of each Issuer, now or hereafter owned by the BorrowerPledgors, in each case, together with the certificates representing the same (collectively, the "Pledged StockIssuer Interests"); ( b(c) the shares of capital stock or equity or ownership interests of Anam Telecommunications, Geotek Argentina, S.A. and, to the extent grantable, GMSI, Inc. represented by the certificates identified in Annex 2B hereto and all other shares of capital stock or equity or ownership interests of whatever class of each of those entities, now or hereafter owned by the Pledgors, in each case, together with the certificates representing the same (collectively, the "Investment Interests;" together with the Issuer Interests, the "Pledged Interests"); (d) all shares, securities, moneys or property representing a dividend on any of the Pledged StockInterests, or representing a distribution or return of capital upon or in respect of the Pledged StockInterests, or resulting from a split-up, revision, reclassification or other like change of the Pledged Stock Interests or otherwise received in exchange therefor, and any subscription warrants, rights or options issued to the holders of, or otherwise in respect of, the Pledged StockInterests; ( c(e) without affecting the obligations of the Borrower Pledgors under any provision prohibiting such action hereunder or under the Credit Agreement, in the event of any consolidation or merger in which an Issuer is not the surviving business entity, all shares of each class of the capital stock or equity or ownership interests of the successor business entity (unless such successor business entity is one of the BorrowerBorrowers) formed by or resulting from such consolidation or merger (the Pledged StockInterests, together with all other certificates, shares, securities, properties or moneys as may from time to time be pledged hereunder pursuant to clause (a) or (b) above and this clause (ce) being herein collectively called the "Stock Interests Collateral"); ( d) proceeds of any kind resulting from any disposition of any Aircraft Leasehold, including proceeds in respect of any assumption and assignment of any Aircraft Leasehold, and including but not limited to any consideration payable by assignees to the Borrower for the right to obtain the assignment or any reimbursement to the Borrower of security deposits or maintenance reserves resulting from the assignee's assumption and performance of the obligation to pay such deposits or reserves; ( e) all Routes; ( (f) all Gates; ( g) all Aircraft Order Positions; ( h) all accounts and general intangibles (each as defined in the Uniform Commercial Code) rights of the Borrower constituting any right to the payment of money, including (but not limited to) all moneys due and to become due to the Borrower in respect of any loans or advances or for Inventory or Equipment or other goods sold or leased or for services rendered, all moneys due and to become due to the Borrower under any guarantee (including a letter of credit) of the purchase price of Inventory or Equipment sold by the Borrower and all tax refunds (such accounts, general intangibles and moneys due and to become due being herein called collectively "Accounts"); ( i) all instruments, chattel paper or letters of credit (each as defined in the Uniform Commercial Code) of the Borrower evidencing, representing, arising from or existing in respect of, relating to, securing or otherwise supporting the payment of, any of the AccountsBorrowers under and/or to the proceeds of (a) that certain SMR Frequency Exchange Agreement dated March 14, including 1997 by and between Paging Network of America, Inc. (but not limited to"PageNet") promissory notesand Geotek Communications, draftsInc. (the "PageNet Agreement") with the exception of the New York MTA license assigned by PageNet to Geotek US Networks, bills of exchange Inc. and trade acceptances (herein collectively called "INSTRUMENTS")b) that certain Purchase Agreement dated April 3, 1998 by and between Geotek Communications, Inc., Gelico, Inc. and Industrial Wireless Technologies, Inc.; ( j) all inventory (as defined in the Uniform Commercial Code) of the Borrower, including Motor Vehicles held by the Borrower for lease (including lease to Subsidiaries of the Borrower), fuel, tires and other spare parts, including Spare Parts, all goods obtained by the Borrower in exchange for such inventory, and any products made or processed from such inventory including all substances, if any, commingled therewith or added thereto (herein collectively called "INVENTORY"); ( k) all other accounts or general intangibles of the Borrower not constituting Accounts; ( l) all equipment (as defined in the Uniform Commercial Code) of the Borrower, including all Flight Equipment and all Motor Vehicles (herein collectively called "EQUIPMENT"); ( m) each contract and other agreement of the Borrower relating to the sale or other disposition of Inventory or Equipment; ( n) all documents of title (as defined in the Uniform Commercial Code) or other receipts of the Borrower covering, evidencing or representing Inventory or Equipment (herein collectively called "DOCUMENTS"); ( o) all rights, claims and benefits of the Borrower against any Person arising out of, relating to or in connection with Inventory or Equipment purchased by the Borrower, including, without limitation, any such rights, claims or benefits against any Person storing or transporting such Inventory or Equipment; ( p) all Contracts, together with all Contract Rights; ( qg) the balance from time to time in the Collateral Account; ( r(h) all Intellectual Property, other than non-assignable rights owned by the Borrower or any of its Subsidiaries under licenses whose ownership is solely incidental to the commercial activities extent grantable all assets of the Borrower and its Subsidiaries; ( s) Pledgors not subject to any Avoidance Actions; ( t) all other property of the Borrower's estate (within the meaning of the Bankruptcy Code), including all rights of payment arising pursuant to the provisions of the Bankruptcy Code; and ( u) all other tangible and intangible personal property and fixtures of the Borrowerexisting Lien, including, without limitation: (i) all Accounts; (ii) all Chattel Paper; (iii) all Contracts, including each Contract and other agreement of the Subsidiaries relating to the sale or other disposition of Inventory or Equipment, with the exception of the May Industrial Wireless Agreement, as defined in the Credit Agreement; (iv) all Documents; (v) all Equipment; (vi) all Instruments; (vii) all Inventory; and (viii) all proceeds, products, offspring, accessions, rents, profits, income, benefits, substitutions and replacements of and to any of the property of the Borrower Pledgors described in the preceding clauses of this Section 2 (including, without limitation, any proceeds of insurance thereon and all causes of action, claims and warranties now or hereafter held by the Borrower Pledgors in respect of any of the items listed above) and, to the extent related to any property described in said clauses or such proceeds, products and accessions, all books, correspondence, credit files, records, invoices and other papers, including without limitation all tapes, cards, computer runs and other papers and documents in the possession or under the control of the Borrower Pledgors or any computer bureau or service company from time to time acting for the BorrowerPledgors; but excluding any right, title and interest of the Borrower Pledgors in, to or under any Collateral (the "EXCLUDED PROPERTYExcluded Property") ), to the extent the security interest created hereby or an assignment as security of all or part of the Borrower's Pledgors' right, title or interest in, to or under such Excluded Property would breach, violate or cause a default (which would not be excused or permissible under the relevant provisions of the Bankruptcy Code or by entry of the Final Order or Interim Order, as the case may be) under any agreement or Contract, Instrument or Aircraft Leasehold to which any of the Borrower Pledgors is a party or by which it is bound relating to such Excluded Property (it being understood, however, that the proceeds of Excluded Property shall not be excluded from the CollateralCollateral except to the extent such a breach, violation or default would arise from the inclusion of such proceeds in the Collateral (which would not be excused or permissible under the relevant provision of the Bankruptcy Code)). Without limiting the Borrower's Borrowers' obligations under the Credit Agreement with respect to such matters, the foregoing grant of a security interest in and of itself shall not be deemed (i) to constitute, require or prevent the assumption of any obligation in the Chapter 11 Case Cases or (ii) to prohibit the rejection of any obligation in the Chapter 11 CaseCases. Anything herein contained to the contrary notwithstanding, the Borrower Pledgors shall remain liable under any agreements, agreements or Contracts, Instruments or Aircraft Leaseholds referred to in this Section 2 and to perform all of its their respective obligations thereunder, all in accordance with the respective terms and provisions thereof, but subject to the relevant provisions of the Bankruptcy Code, and the Lenders Lender shall have no obligation or liability under any of the aforementioned agreement agreements or Contracts by reason of or arising out of the foregoing grant, nor shall any Lender be required or obligated in any manner to perform or fulfill any obligation of the Borrower Pledgors pursuant thereto, or to make any payment, or to present or file any claim, or to take any action to collect or enforce the payment of any amounts which may have been assigned to Lender or to which it may be entitled at any time. However, the Majority Lenders Lender shall, at their its option, have the right, but not the obligation, to cure any defaults under any such agreementsagreements or Contracts being assumed and/or assumed and assigned to the Lender or its designee in connection with the exercise of its remedies hereunder and under Section 10.3 of the Credit Agreement.

Security Interest in the Collateral. As collateral security for To secure the prompt payment in full when due (whether at stated maturity, by acceleration or otherwise) of the Obligations, the Borrower hereby pledges, grants and assigns to the Lenders a lien and security interest in all right, title and interest of the Borrower in the following property, whether now owned by the Borrower or hereafter acquired, and whether now existing or hereafter coming into existence (all being collectively referred to herein as "COLLATERAL"): ( a) the shares of capital stock of each Issuer represented by the certificates identified in Annex 1 hereto and all other shares of capital stock of whatever class of each Issuer, now or hereafter owned by the Borrower, in each case, together with the certificates representing the same (collectively, the "Pledged Stock"); ( b) all shares, securities, moneys or property representing a dividend on any of the Pledged Stock, or representing a distribution or return of capital upon or in respect of the Pledged Stock, or resulting from a split-up, revision, reclassification or other like change of the Pledged Stock or otherwise received in exchange therefor, and any subscription warrants, rights or options issued to the holders of, or otherwise in respect of, the Pledged Stock; ( c) without affecting the obligations of the Borrower under any provision prohibiting such action hereunder or under the Credit Agreement, in the event of any consolidation or merger in which an Issuer is not the surviving business entity, all shares of each class of the capital stock of the successor business entity (unless such successor business entity is the Borrower) formed by or resulting from such consolidation or merger (the Pledged Stock, together with all other certificates, shares, securities, properties or moneys as may from time to time be pledged hereunder pursuant to clause (a) or (b) above and this clause (c) being herein collectively called the "Stock Collateral"); ( d) proceeds of any kind resulting from any disposition of any Aircraft Leasehold, including proceeds in respect of any assumption and assignment of any Aircraft Leasehold, and including but not limited to any consideration payable by assignees to the Borrower for the right to obtain the assignment or any reimbursement to the Borrower of security deposits or maintenance reserves resulting from the assignee's assumption and performance of the obligation Obligations when due, Borrower hereby grants to pay such deposits FINOVA a first priority security interest (subject only to Permitted Encumbrances) in all of Borrower's now owned or reserves; ( e) all Routes; ( f) all Gates; ( g) all Aircraft Order Positions; ( h) all accounts hereafter acquired or arising Inventory, Equipment, Receivables, life insurance policies and general intangibles (each as defined in the Uniform Commercial Code) of the Borrower constituting any right to the payment of moneyproceeds thereof, including (but not limited to) all moneys due Trademarks, Copyrights, Licenses and to become due to the Borrower in respect of any loans or advances or for Inventory or Equipment or other goods sold or leased or for services renderedPatents, all moneys due and to become due to the Borrower under any guarantee (including a letter of credit) of the purchase price of Inventory or Equipment sold by the Borrower and all tax refunds (such accounts, general intangibles and moneys due and to become due being herein called collectively "Accounts"); ( i) all instruments, chattel paper or letters of credit (each as defined in the Uniform Commercial Code) of the Borrower evidencing, representing, arising from or existing in respect of, relating to, securing or otherwise supporting the payment of, any of the Accounts, including (but not limited to) promissory notes, drafts, bills of exchange and trade acceptances (herein collectively called "INSTRUMENTS"); ( j) all inventory Investment Property (as defined in Section 9-115 of the Uniform Commercial Code) of the Borrower, including Motor Vehicles held by the Borrower for lease (including lease to Subsidiaries of the Borrower), fuel, tires and other spare parts, including Spare Parts, all goods obtained by the Borrower in exchange for such inventory, and any products made or processed from such inventory including all substances, if any, commingled therewith or added thereto (herein collectively called "INVENTORY"); ( k) all other accounts or general intangibles of the Borrower not constituting Accounts; ( l) all equipment (as defined in the Uniform Commercial Code) of the Borrower, including all Flight Equipment and all Motor Vehicles (herein collectively called "EQUIPMENT"); ( m) each contract and other agreement of the Borrower relating to the sale or other disposition of Inventory or Equipment; ( n) all documents of title (as defined in the Uniform Commercial Code) or other receipts of the Borrower covering, evidencing or representing Inventory or Equipment (herein collectively called "DOCUMENTS"); ( o) all rights, claims and benefits of the Borrower against any Person arising out of, relating to or in connection with Inventory or Equipment purchased by the Borrower, including, without limitation, any such rights, claims or benefits against any Person storing or transporting such Inventory or Equipment; ( p) all Contracts, together with all Contract Rights; ( q) the balance from time to time in the Collateral Account; ( r) all Intellectual Property, other than non-assignable rights owned by the Borrower or any of its Subsidiaries under licenses whose ownership is solely incidental to the commercial activities of the Borrower and its Subsidiaries; ( s) any Avoidance Actions; ( t) all other property of the Borrower's estate (within the meaning of the Bankruptcy Code), including all rights of payment arising pursuant to the provisions of the Bankruptcy Code; and ( u) all other tangible and intangible personal property and fixtures of the BorrowerGeneral Intangibles, including, without limitation, all proceedsof Borrower's Deposit Accounts, productsmoney, offspringany and all property now or at any time hereafter in FINOVA's possession (including claims and credit balances), accessionsand all proceeds (including proceeds of any insurance policies, rentsproceeds of proceeds and claims against third parties), profits, income, benefits, substitutions all products and replacements of all books and records and computer data related to any of the property foregoing (all of the Borrower described foregoing, together with all other property in which FINOVA may be granted a lien or security interest, is referred to herein, collectively, as the preceding clauses "COLLATERAL"); PROVIDED that there shall be excluded from the "Collateral" all licenses and other General Intangibles which by their terms (if valid and enforceable) or as a matter of this Section 2 (including, law are not assignable without limitation, any proceeds of insurance thereon and all causes of action, claims and warranties now or hereafter held by the Borrower in respect of any consent of the items listed above) and, licensor or other third Person where and to the extent related to any property described in said clauses or such proceeds, products and accessions, all books, correspondence, credit files, records, invoices and other papers, including without limitation all tapes, cards, computer runs and other papers and documents in that the possession or under assignment effected by the control foregoing creation of the Borrower or any computer bureau or service company from time to time acting for the Borrower; but excluding any right, title and interest of the Borrower in, to or under any Collateral (the "EXCLUDED PROPERTY") to the extent the a security interest created hereby (or an assignment as security of all or part of the Borrower's right, title or interest in, to or perfection thereof) would result in a default under such Excluded Property would breach, violate license or cause a default (which would not be excused or permissible under the relevant provisions of the Bankruptcy Code or by entry of the Final Order or Interim Order, as the case may be) under any Contract, Instrument or Aircraft Leasehold to other General Intangible for which the Borrower is a party available remedies for such default would include the right to terminate such license or by which it is bound relating to such Excluded Property (it being understoodother General Intangible; PROVIDED FURTHER, however, that nothing herein shall be deemed to limit FINOVA's security interest in the proceeds of Excluded Property shall not be excluded or payments resulting from the Collateral). Without limiting the Borrower's obligations under the Credit Agreement with respect to such matters, the foregoing grant of a security interest in and of itself shall not be deemed (i) to constitute, require or prevent the assumption of any obligation in the Chapter 11 Case or (ii) to prohibit the rejection of any obligation in the Chapter 11 Case. Anything herein contained to the contrary notwithstanding, the Borrower shall remain liable under any agreements, Contracts, Instruments or Aircraft Leaseholds referred to in this Section 2 and to perform all of its respective obligations thereunder, all in accordance with the respective terms and provisions thereof, but subject to the relevant provisions of the Bankruptcy Code, and the Lenders shall have no obligation or liability under any of the aforementioned agreement by reason of or arising out of the foregoing grant, nor shall any Lender be required or obligated in any manner to perform or fulfill any obligation of the Borrower pursuant thereto, or to make any payment, or to present or file any claim, or to take any action to collect or enforce the payment of any amounts which may have been assigned to Lender or to which it may be entitled at any time. However, the Majority Lenders shall, at their option, have the right, but not the obligation, to cure any defaults under any such agreementsexcluded licenses or other General Intangibles.