Common use of Creation of the Pledge Clause in Contracts

Creation of the Pledge. 1.1. - Subject to the provisions of the Intercreditor Agreement and this Agreement, and as security for full performance of all pecuniary obligations assumed in the Debt Instruments, including full payment of the amount of principal, interest, and any and all other charges due by the NET Companies and/or the companies controlled by Net Serviços under the Debt Instruments, including reimbursement of any and all amounts provenly and justifiably disbursed by the Collateral Agent by virtue of the creation, maintenance and/or enforcement of the pledge hereunder (collectively, the “Secured Obligations”), based on the general provisions of Articles 1419 et seq. of the Brazilian Civil Code in force (the “Civil Code”), by this Agreement and in the best form of law, irrevocably and irreversibly, each of the NET Companies hereby pledges (and, in the case of Dabny, L.L.C. and Jonquil Ventures Limited, grants a security interest) to the Creditors the assets owned by them, as listed and identified in “Schedule 5” of this Agreement (the “Assets” or “Pledge”), which represent the entirety of the assets that on September 30, 2004 compose the transmission network of Net Companies for the provision of services of any nature (the “Transmission Network”). 1.1.1. The Assets shall correspond to the entirety of the assets that compose the Transmission Network of the NET Companies, including, but not limited to, the following equipment: (i) trunk coaxial cables; (ii) distribution coaxial cables; (iii) fiber optic cables; (iv) divisors; (v) couplings; (vi) power sources; (vii) trunk amplifiers; (viii)

Creation of the Pledge. 1.1. - Subject to the provisions of this Agreement and of the Intercreditor Agreement and this Agreement, and as security for to ensure full performance of compliance with all the pecuniary obligations assumed in the Debt Instruments, including full payment of the amount of principal, interest, interest and any and all other charges due by the NET Companies and/or the controlled companies controlled by of Net Serviços under Serviços, contemplated in the Debt Instruments, including with respect to reimbursement of any and all amounts provenly and justifiably disbursed by that the Collateral Agent Agent, justifiably and upon evidence, may reasonably disburse by virtue of the creation, maintenance and/or enforcement of the pledge hereunder contracted herein (collectivelyjointly, the “Secured Obligations”), based on the general provisions of Articles 1419 et seq. of the Brazilian Civil Code in force effect (the “Civil Code”), by this Agreement instrument and in the best form of law, irrevocably and irreversibly, each of the NET Companies hereby pledges (and, in the case of Dabny, L.L.C. and Jonquil Ventures Limited, grants a security interest) to in favor of Creditors, irrevocably and irreversibly, all of the Creditors Shares or other capital interests held by NET Companies in the assets owned by them, as capital of the Intervening Party(ies) listed and identified in on “Schedule 5” of this Agreement hereto (the “AssetsPledge” or “Pledge”), which represent the entirety of the assets that on September 30, 2004 compose the transmission network of Net Companies for the provision of services of any nature (the “Transmission NetworkPledged Assets”). 1.1.11.2. - With due regard for the provisions of the Debt Instruments, of the Intercreditor Agreement and of this Agreement, NET Companies hereby undertake to include in this Pledge (a) any and all of its additional shares issued by the Intervening Party(ies), whether through third-party acquisition, subscription, splitting, stock dividends or otherwise; (b) any and all shares issued by other companies which NET Companies may receive, as a result of any merger, spin-off, amalgamation, transformation, capital subscription or any other corporate reorganization transaction involving the Intervening Party(ies); and (c) any and all shares issued by company(ies) to be organized or acquired, which NET Companies may receive. NET Companies undertake to ensure that such company(ies) to be organized integrate the Pledge in the capacity of Intervening Party(ies), unless, in the events described in items (b) and (c), such company is deemed to be an Unrestricted Controlled Company pursuant to the Debt Instruments (collectively, the “New Shares”). 1.2.1. For purposes of compliance with Clause 1.2 above, NET Companies undertake to update “Schedule 5” hereof, by making an addendum hereto, in order to formalize the pledge in relation to the New Shares, whenever and only to the extent that any of the events set out in Clause 1.2, items (a), (b), or (c) occurs, with due regard for the provisions in Clauses 10.2 and 10.2.1 below. 1.2.2. The Assets shall correspond Creditors and the Collateral Agent hereby agree upon the cancellation of the shares issued by the companies listed on “Schedule 11”, which, pursuant to the entirety Debt Instruments and the Intercreditor Agreement, shall be settled and terminated, and shall not be considered a violation or reduction of the assets that compose Pledge. 1.3. - Except for the Transmission Network of provisions set out in the Debt Instruments, in the Intercreditor Agreement and in this Agreement, NET CompaniesCompanies hereby undertake irrevocably and irreversibly to ensure that, includingas guarantee for full compliance with the Secured Obligations related to the Debt Instruments, but not limited tobetween this date and the Pledge Termination Date, the following equipment: Pledged Assets and the New Shares (i) trunk coaxial cables; (ii) distribution coaxial cables; (iii) fiber optic cables; (iv) divisors; (v) couplings; (vi) power sources; (vii) trunk amplifiers; (viiijointly, the “Pledged Shares”), are duly pledged in favor of Creditors.

Creation of the Pledge. 1.1. - Subject to the provisions of the Intercreditor Agreement and this Agreement, and as security for full performance of all pecuniary obligations assumed in the Debt Instruments, including full payment of the amount of principal, interest, and any and all other charges due by the NET Companies and/or the companies controlled by Net Serviços Servicos under the Debt Instruments, including reimbursement of any and all amounts provenly and justifiably disbursed by the Collateral Agent by virtue of the creation, maintenance and/or enforcement of the pledge hereunder (collectively, the “Secured Obligations”"SECURED OBLIGATIONS"), based on the general provisions of Articles 1419 et seq. of the Brazilian Civil Code in force (the “Civil Code”"CIVIL CODE"), by this Agreement and in the best form of law, irrevocably and irreversibly, each of the NET Companies hereby pledges (and, in the case of Dabny, L.L.C. and Jonquil Ventures Limited, grants a security interest) to the Creditors the assets owned by them, as listed and identified in “"Schedule 5” " of this Agreement (the “Assets” "ASSETS" or “Pledge”"PLEDGE"), which represent the entirety of the assets that on September 30, 2004 [ ] compose the transmission network of Net Companies for the provision of services of any nature (the “Transmission Network”"TRANSMISSION NETWORK"). 1.1.1. The Assets shall correspond to the entirety of the assets that compose the Transmission Network of the NET Companies, including, but not limited to, the following equipment: (i) trunk coaxial cables; (ii) distribution coaxial cables; (iii) fiber optic cables; (iv) divisors; (v) couplings; (vi) power sources; (vii) trunk amplifiers; (viii) extensor amplifiers; (ix) taps; and (x) optical receivers; (xi) equipment for receiving and transmitting signals situated in head ends. 1.2. - With due regard for the provisions of the Debt Instruments, the Intercreditor Agreement and this Agreement, the NET Companies hereby undertake to include in this Pledge all and any assets that they may acquire in order to become part of the Transmission Network, either directly or through any of its controlled companies, except in the case of the assets of companies qualified as Unrestricted Controlled Companies, according to the terms of the Debt Instruments, which will not be pledged ("NEW ASSETS"). 1.2.1. - For purposes of compliance with the provisions of Clause 1.2. above, the NET Companies, in order to formalize the pledge related to the New Assets in accordance with the provisions of Clause 10.2 below, undertake to update "Schedule 5" hereof on a quarterly basis, by amending this Agreement. If there are no New Assets to be included in the Pledge, NET Companies shall inform the Collateral Agent of this fact until the 15th (fifteenth) day of the month immediately succeeding the civil quarter ended, if it is a business day, or on the first succeeding business day. 1.3. - With due regard for the provisions of the Debt Instruments, the Intercreditor Agreement and this Agreement, the NET Companies hereby irrevocably and irreversibly undertake to make sure that, as guarantee for the full performance of the Secured Obligations relating to the Debt Instruments, between the date hereof and the Pledge Termination Date, the Assets and New Assets (jointly the "PLEDGED ASSETS") are duly pledged in favor of the Creditors.

Creation of the Pledge. 1.1. - Subject to the provisions of this Agreement and of the Intercreditor Agreement and this Agreement, and as security for to ensure full performance of compliance with all the pecuniary obligations assumed in the Debt Instruments, including full payment of the amount of principal, interest, interest and any and all other charges due by the NET Companies and/or the controlled companies controlled by of Net Serviços under Servicos, contemplated in the Debt Instruments, including with respect to reimbursement of any and all amounts provenly and justifiably disbursed by that the Collateral Agent Agent, justifiably and upon evidence, may reasonably disburse by virtue of the creation, maintenance and/or enforcement of the pledge hereunder contracted herein (collectivelyjointly, the “Secured Obligations”"SECURED OBLIGATIONS"), based on the general provisions of Articles 1419 et seq. of the Brazilian Civil Code in force effect (the “Civil Code”"CIVIL CODE"), by this Agreement instrument and in the best form of law, irrevocably and irreversibly, each of the NET Companies hereby pledges (and, in the case of Dabny, L.L.C. and Jonquil Ventures Limited, grants a security interest) to in favor of Creditors, irrevocably and irreversibly, all of the Creditors Shares or other capital interests held by NET Companies in the assets owned by them, as capital of the Intervening Party(ies) listed and identified in “on "Schedule 5” of this Agreement " hereto (the “Assets” "PLEDGE" or “Pledge”), which represent the entirety of the assets that on September 30, 2004 compose the transmission network of Net Companies for the provision of services of any nature (the “Transmission Network”"PLEDGED ASSETS"). 1.1.11.2. The Assets shall correspond - With due regard for the provisions of the Debt Instruments, of the Intercreditor Agreement and of this Agreement, NET Companies hereby undertake to include in this Pledge (a) any and all of its additional shares issued by the Intervening Party(ies), whether through third-party acquisition, subscription, splitting, stock dividends or otherwise; (b) any and all shares issued by other companies which NET Companies may receive, as a result of any merger, spin-off, amalgamation, transformation, capital subscription or any other corporate reorganization transaction involving the Intervening Party(ies); and (c) any and all shares issued by company(ies) to be organized or acquired, which NET Companies may receive. NET Companies undertake to ensure that such company(ies) to be organized integrate the Pledge in the capacity of Intervening Party(ies), unless, in the events described in items (b) and (c), such company is deemed to be an Unrestricted Controlled Company pursuant to the entirety Debt Instruments (collectively, the "NEW SHARES"). 1.2.1. - For purposes of compliance with Clause 1.2 above, NET Companies undertake to update "Schedule 5" hereof, by making an addendum hereto, in order to formalize the pledge in relation to the New Shares, whenever and only to the extent that any of the assets that compose events set out in Clause 1.2, items (a), (b), or (c) occurs, with due regard for the Transmission Network of the NET Companies, including, but not limited to, the following equipment: (i) trunk coaxial cables; (ii) distribution coaxial cables; (iii) fiber optic cables; (iv) divisors; (v) couplings; (vi) power sources; (vii) trunk amplifiers; (viii)provisions in Clauses 10.2 and 10.2.1