Common use of Pledge Clause in Contracts

Pledge. As collateral security for the payment and performance in full of the Obligations, Pledgor hereby pledges, hypothecates, assigns, transfers, sets over and delivers unto Lender, and hereby grants to Lender a first lien security interest in, the collateral described in Schedule A, together with the proceeds thereof and all cash, additional securities or other property at any time and from time to time receivable or otherwise distributable in respect of, in exchange for, or in substitution for any and all such pledged securities (all such pledged securities, the proceeds thereof, cash, dividends, additional securities and other property now or hereafter pledged hereunder are hereinafter collectively called the “Pledged Securities”); TO HAVE AND TO HOLD the Pledged Securities, together with all rights, titles, interests, powers, privileges and preferences pertaining or incidental thereto, unto Lender, its successors and assigns; subject, however, to the terms, covenants and conditions hereinafter set forth. Pledgee agrees to hold the Pledged Securities to secure the payment of the Obligations and shall not encumber or otherwise dispose of such Pledged Securities except in accordance with the terms and provisions of this Agreement. Upon delivery to Lender, the Pledged Securities shall be accompanied by executed stock powers in blank and by such other instruments or documents as Lender or its counsel may reasonably request. Each delivery of certificates for such Pledged Securities shall be accompanied by a schedule showing the number of shares and the numbers of the certificates theretofore and then pledged hereunder, which schedule shall be attached hereto as Schedule A and made a part hereof. Each schedule so delivered shall supersede any prior schedule so delivered.

Pledge. As collateral security for the payment and performance in full of the ObligationsObligations (as hereinafter defined), Pledgor hereby pledges, hypothecates, assigns, transfers, sets over and delivers unto Lender, and hereby grants to Lender a first lien security interest in, the collateral described in Schedule AA hereto, together with the proceeds thereof and all cash, additional securities or other property at any time and from time to time receivable or otherwise distributable in respect of, in exchange for, or in substitution for any and all such pledged securities (all such pledged securities, the proceeds thereof, cash, dividends, additional securities and other property now or hereafter pledged hereunder are hereinafter collectively called the “"Pledged Securities”"); provided, however, that the proceeds thereof described above shall be limited to the after-tax proceeds received with respect to the Pledged Securities and Pledgor shall be entitled to receipt of the amount of proceeds necessary to fund Pledgor's tax obligations with respect to any proceeds received with respect to the Pledged Securities; TO HAVE AND TO HOLD the Pledged Securities, together with all rights, titles, interests, powers, privileges and preferences pertaining or incidental thereto, unto Lender, its successors and assigns; subject, however, to the terms, covenants and conditions hereinafter herein set forth. Pledgee agrees to hold the Pledged Securities to secure the payment of the Obligations and shall not encumber or otherwise dispose of such Pledged Securities except in accordance with the terms and provisions of this Agreement. Upon delivery to Lender, the Pledged Securities shall be accompanied by executed stock powers in blank and by such other instruments or documents as Lender or its counsel may reasonably request. Each delivery of certificates for such Pledged Securities shall be accompanied by a schedule showing the number of shares and the numbers of the certificates theretofore and then pledged hereunder, which schedule shall be attached hereto as Schedule A and made a part hereof. Each schedule so delivered shall supersede any prior schedule so delivered.

Pledge. As collateral security for Notwithstanding anything to the payment contrary contained herein, a Holder may pledge, transfer, collaterally assign or otherwise encumber (a “Pledge”) its Note or any interest therein to any entity (other than any Borrower Party) which has extended a credit facility to such Holder and performance that is (i) a Qualified Institutional Lender, (ii) a financial institution whose long-term unsecured debt is rated at least “A” (or the equivalent) or better by each Rating Agency or (iii) a Qualified Conduit Lender (each such entity, a “Pledgee”), on terms and conditions set forth in full this Section 17, it being further agreed that a financing provided by a Pledgee to such pledging Holder or any person that Controls such Holder that is secured by such Holder’s interest in its Note and is structured as a repurchase arrangement, shall constitute a “Pledge” hereunder; provided all applicable terms and conditions of this Section 17 are complied with; provided, further, that a Pledgee of a Note B that is not a Qualified Institutional Lender may not take title to the related Note after the Lead Note A Securitization Date without the prior written consent of the ObligationsNote A Holders; provided, Pledgor hereby pledgesfurther, hypothecatesthat no Pledgee may take title to a Note without satisfying the requirements for transfer set forth in Section 16 and this Section 17. Upon written notice by the pledging Holder to each non-pledging Holder and the Servicer that a Pledge has been effected (including the name and address of the applicable Pledgee), assignsthe Servicer shall agree: (i) to give the Pledgee written notice of any default by the pledging Holder in respect of its obligations under this Agreement of which default the Servicer has actual knowledge and which notice shall be given simultaneously with the giving of such notice to the pledging Holder; (ii) to allow such Pledgee a period of ten (10) days to cure a default by the pledging Holder in respect of its obligations to each non-pledging Holder hereunder, transfersbut such Pledgee shall not be obligated to cure any such default; (iii) that no amendment, sets over modification, waiver or termination of this Agreement or the Servicing Agreement, if the pledging Holder had the right to consent to such amendment, modification, waiver or termination pursuant to the terms hereof or the Servicing Agreement, as applicable, shall be effective against such Pledgee without the written consent of such Pledgee, which consent shall not be unreasonably withheld, conditioned or delayed and delivers unto Lenderwhich consent shall be deemed to be given if Pledgee shall fail to respond to any request for consent to any such amendment, modification, waiver or termination within 10 days after request therefor; (iv) that the Servicer shall give to such Pledgee copies of any notice of default under the Mortgage Loan simultaneously with the giving of same to the pledging Holder and accept any cure thereof by such Pledgee which such pledging Holder has the right (but not the obligation) to effect hereunder, as if such cure were made by such pledging Holder; (v) that the Servicer shall deliver to Pledgee such estoppel certificate(s) as Pledgee shall reasonably request, provided that any such certificate(s) shall be in a form reasonably satisfactory to the Servicer; and (vi) that, upon written notice (a “Redirection Notice”) to each non-pledging Holder and the Servicer by such Pledgee that the pledging Holder is in default, beyond any applicable cure periods with respect to the pledging Holder’s obligations to such Pledgee pursuant to the applicable credit agreement or repurchase agreement, as applicable, between the pledging Holder and such Pledgee (which notice need not be joined in or confirmed by the pledging Holder), and hereby grants until such Redirection Notice is withdrawn or rescinded by such Pledgee, Pledgee shall be entitled to Lender a first lien security interest in, receive any payments that the collateral described in Schedule A, together with Servicer would otherwise be obligated to pay to the proceeds thereof and all cash, additional securities or other property at any time and pledging Holder from time to time receivable pursuant to this Agreement or otherwise distributable in respect ofthe Servicing Agreement. Any pledging Holder hereby unconditionally and absolutely releases each non-pledging Holder and the Servicer from any liability to the pledging Holder on account of the Servicer’s or a non-pledging Holder’s compliance with any Redirection Notice believed by the Servicer or any non-pledging Holder, in exchange for, or in substitution for any and all such pledged securities (all such pledged securities, the proceeds thereof, cash, dividends, additional securities and other property now or hereafter pledged hereunder are hereinafter collectively called the “Pledged Securities”); TO HAVE AND TO HOLD the Pledged Securities, together with all rights, titles, interests, powers, privileges and preferences pertaining or incidental thereto, unto Lender, its successors and assigns; subject, howeveras applicable, to have been delivered by a Pledgee. A Pledgee shall be permitted to exercise fully its rights and remedies against the termspledging Holder to such Pledgee (and accept an assignment in lieu of foreclosure as to such collateral), covenants and conditions hereinafter set forth. Pledgee agrees to hold the Pledged Securities to secure the payment of the Obligations and shall not encumber or otherwise dispose of such Pledged Securities except in accordance with applicable law and this Agreement. In such event, the Servicer shall recognize such Pledgee (and any transferee (other than any Borrower Party) which is also a Qualified Institutional Lender at any foreclosure or similar sale held by such Pledgee or any transfer in lieu of foreclosure), and its successor and assigns, which are Qualified Institutional Lenders as the successor to the pledging Holder’s rights, remedies and obligations under this Agreement, and any such Pledgee or Qualified Institutional Lender shall assume in writing the obligations of the pledging Holder hereunder accruing from and after such Transfer (i.e., realization upon the collateral by such Pledgee) and agree to be bound by the terms and provisions of this Agreement. Upon delivery The rights of a Pledgee under this Section 17 shall remain effective as to Lender, the Pledged Securities shall be accompanied by executed stock powers in blank and by such other instruments or documents as Lender or its counsel may reasonably request. Each delivery of certificates for such Pledged Securities shall be accompanied by a schedule showing the number of shares each non-pledging Holder (and the numbers of Servicer) unless and until such Pledgee shall have notified such non-pledging Holder (and the certificates theretofore and then Servicer, as applicable) in writing that its interest in the pledged hereunder, which schedule shall be attached hereto as Schedule A and made a part hereof. Each schedule so delivered shall supersede any prior schedule so deliveredNote has terminated.

Pledge. (a) As collateral continuing security for the payment and performance in full of the ObligationsSecured Obligations and until this Agreement shall be released in accordance with Clause 18 hereof, the Pledgor hereby pledges, hypothecates, assigns, transfers, sets over agrees to pledge and pledges to the Collateral Agent the Shares (including any Dividends owned by the Pledgor as of the Effective Date). (b) The Collateral Agent is authorised to notify the Swiss Company of all and any rights arising under this Agreement and on the Effective Date the Pledgor shall procure that the Swiss Company executes and delivers unto Lenderto the Collateral Agent an acknowledgement of pledge in the form of Schedule 2 hereof. (c) Upon the Effective Date, and hereby grants to Lender a first lien security interest inwithin four weeks of the issue of any future Shares, the collateral described in Schedule A, together with Shares shall be delivered by the proceeds thereof and all cash, additional securities or other property at any time and from time to time receivable or otherwise distributable in respect of, in exchange for, or in substitution for any and all such pledged securities (all such pledged securities, the proceeds thereof, cash, dividends, additional securities and other property now or hereafter pledged hereunder are hereinafter collectively called the “Pledged Securities”); TO HAVE AND TO HOLD the Pledged Securities, together with all rights, titles, interests, powers, privileges and preferences pertaining or incidental thereto, unto Lender, its successors and assigns; subject, however, Pledgor to the termsCollateral Agent, covenants duly endorsed in blank by the Pledgor and conditions hereinafter set forth. Pledgee agrees to hold such Shares shall be held by the Pledged Securities to secure the payment of the Obligations and shall not encumber or otherwise dispose of such Pledged Securities except Collateral Agent in accordance with the terms and provisions of this Agreementthe Principal Finance Documents. (d) The Pledge includes all accessory rights, interest, benefits, remedies and claims appertaining to or derived from the Shares whether already existing or due, or to come into existence or become due in the future including but not limited to interest, distributions, dividends (subject to Clause 6), share certificates, subscription rights (including preemptive right (Bezugrecht) and priority subscription right (Vorwegzeichnungsrecht), option rights, and liquidation proceeds as well as all securities or rights whatsoever which may substitute or may be offered in exchange for any of the Shares whether by operation of law or otherwise as of the Effective Date or thereafter. (e) The supervision, observation and exercise of rights arising from calls conversions and exchanges offers, repayments in full or in part, subscription rights, as well as all other notices, offers and communications concerning the Shares shall be the responsibility of the Pledgor. Upon delivery to LenderIf an Enforcement Event has occurred and is continuing, the Pledged Securities Collateral Agent shall be accompanied by executed stock powers in blank and by entitled but not obliged to use or exercise such other instruments rights or documents as Lender or its counsel may reasonably request. Each delivery of certificates for to do such Pledged Securities shall be accompanied by a schedule showing the number of shares and the numbers acts on behalf of the certificates theretofore and then pledged hereunder, which schedule shall be attached hereto as Schedule A and made a part hereof. Each schedule so delivered shall supersede any prior schedule so deliveredPledgor.

Pledge. As collateral security for the due and punctual payment of all amounts due and performance in full of payable pursuant to the ObligationsInducement Agreement and all other amounts payable by the Pledgor to the Pledgee hereunder or under any other contract, the Pledgor hereby pledges, hypothecates, assigns, transfers, sets over and delivers unto Lender, and hereby grants to Lender a first lien security interest in, the collateral described in Schedule A, together with the proceeds thereof and all cash, additional securities or other property at any time and from time to time receivable or otherwise distributable in respect of, in exchange for, or in substitution for any and all such pledged securities (all such pledged securities, the proceeds thereof, cash, dividends, additional securities and other property now or hereafter pledged hereunder are hereinafter collectively called the “Pledged Securities”); TO HAVE AND TO HOLD the Pledged Securities, together with all rights, titles, interests, powers, privileges and preferences pertaining or incidental thereto, unto LenderPledgee, its successors and assigns; subjectassigns a security interest in and lien upon all of the Pledgor's right, however, title and interest in and to the termsPledged Shares. Concurrently herewith, covenants and conditions hereinafter set forth. the Pledgor has delivered to the Pledgee agrees to hold the Pledged Securities to secure Shares issued in the payment name of the Obligations Pledgor, together with attached stock powers duly endorsed in blank. Said certificates and the Pledged Shares shall not encumber or otherwise dispose be held and disposed of such Pledged Securities except by the Pledgee in accordance with the terms and provisions conditions of this Agreement. Upon delivery The Pledgee is hereby authorized with respect to Lender, the Pledged Securities Shares, whether or not there has been any default in the payment or the performance of any obligation secured by the Pledged Shares, to indorse the Pledged Shares in the name of the Pledgor and cause any part or all of the Pledged Shares to be transferred of record into the Pledgee's name or the name of its nominee. During the term of the pledge made hereunder, any additional shares of stock, rights, warrants, securities or other property issued or distributed upon or in respect of any of the Pledged Shares, including any and all such property issued or distributed as the result of any stock dividends, stock splits, reverse stock splits, recapitalizations, reorganizations, exchanges or substitutions or other distribution, whether in liquidation or otherwise, shall be accompanied immediately pledged, delivered, paid and set over by executed stock powers in blank the Pledgor to the Pledgee hereunder as additional collateral and by such other instruments or documents as Lender or its counsel may reasonably requestshall constitute Pledged Shares for purposes of this Agreement. Each Pledgor's delivery of certificates for such Pledged Securities additional shares of stock, rights, warrants, securities and other property shall be accompanied by a schedule showing deemed to constitute the number of shares delivery and pledge thereof to the numbers of the certificates theretofore and then pledged hereunder, which schedule shall be attached hereto as Schedule A and made a part hereof. Each schedule so delivered shall supersede any prior schedule so deliveredPledgee pursuant to this Agreement.

Pledge. As collateral security for the full and timely payment and performance in full of the obligations under the Debentures issued pursuant to the Securities Purchase Agreement and the Limited Non-Recourse Guaranty Agreement of even date herewith executed by Pledgors in connection therewith (the “Debenture Obligations”), Pledgor each of the Pledgors hereby delivers, deposits, pledges, hypothecates, assigns, transfers, sets over transfers and delivers unto Lender, assigns to the Lender and hereby grants to the Lender a first lien security interest in, in all of the collateral described in Schedule A, together with the proceeds thereof Pledged Shares and all certificates evidencing the Pledged Shares owned by Pledgor and identified as such on Schedule I hereto and all other instruments or documents evidencing the same now owned by the Pledgor and all dividends, cash, additional securities or instruments and other property at any time and from time to time received, receivable or otherwise distributable distributed in respect of, of or in exchange for, or in substitution for any and or all such pledged securities (all such pledged securities, the proceeds thereof, cash, dividends, additional securities and other property now or hereafter pledged hereunder are hereinafter collectively called the “Pledged Securities”); TO HAVE AND TO HOLD the Pledged Securities, together with all rights, titles, interests, powers, privileges and preferences pertaining or incidental thereto, unto Lender, its successors and assigns; subject, however, to the terms, covenants and conditions hereinafter set forth. Pledgee agrees to hold the Pledged Securities to secure the payment of the Obligations and shall not encumber or otherwise dispose of such Pledged Securities except Shares. The Pledgors herewith deliver to the Lender the certificates evidencing the Pledged Shares together with appropriate undated security transfer powers duly executed in accordance blank. The Pledgors agree that all certificates evidencing the Pledged Shares shall be marked with the terms and provisions of this Agreement. Upon delivery to Lenderfollowing legend: THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO THE PROVISIONS OF A STOCK PLEDGE AGREEMENT DATED AS OF MAY 6, the Pledged Securities shall be accompanied by executed stock powers in blank and by such other instruments or documents as Lender or its counsel may reasonably request. Each delivery of certificates for such Pledged Securities shall be accompanied by a schedule showing the number of shares and the numbers of the certificates theretofore and then pledged hereunder2008 BY AND BETWEEN AGILE OPPORTUNITY FUND, which schedule shall be attached hereto as Schedule LLC, A and made a part hereof. Each schedule so delivered shall supersede any prior schedule so deliveredDELAWARE LIMITED LIABILITY COMPANY (THE "LENDER"), AND THE PLEDGORS NAMED THEREIN, A COPY OF WHICH IS ON FILE AT THE OFFICES OF THE CORPORATION.

Pledge. As collateral 2.1 Each of the Pledgors hereby undertakes to the Security Agent (on behalf of the Secured Parties) the due and punctual payment of all the Secured Obligations. 2.2 Each of the Pledgors hereby pledges to the Pledgee who accepts the Pledged Shares set out against his name above as security for the due and punctual payment and performance in full of the Secured Obligations. In constitution of the Pledge, Pledgor each of the Pledgors is contemporaneously delivering the share certificates relating to the Pledged Shares and the relevant executed Annexes, to the Pledgee who accepts to hold the said share certificates and Annexes under the terms hereof. The Parties are entering into this Agreement to regulate the said Pledge. 2.3 It is expressly agreed that the Pledge is being granted by each of the Pledgors to the Pledgee (on behalf of the Secured Parties) as security for the Secured Obligations. 2.4 This Pledge confers upon the Pledgee the right to obtain payment out of the Pledged Shares (whether through sale or disposal thereof, appropriation or otherwise) with preference over other creditors as provided by the Civil Code in virtue of the special privilege accorded by law under article 2009(a) of the said Civil Code as well as the right of retention over the said Pledged Shares until such time as all the Secured Obligations have been fully and irrevocably performed. 2.5 The Parties hereby pledgesagree that this Agreement constitutes a ‘financial collateral arrangement’ for the purposes of the Financial Collateral Arrangements Regulations (S.L. 459.01) (the “Financial Collateral Regulations”) and that the said Financial Collateral Regulations shall be applicable to this Agreement. 2.6 Nothing in this Agreement shall be construed as placing on the Pledgee and the Secured Parties, hypothecatesprior to the eventual disposal or appropriation of the Pledged Shares, assignsany liability whatsoever in respect of any calls, transfersinstallments or other payments relating to any of the Pledged Shares or to any rights, sets over and delivers unto Lendershares or other securities accruing, offered or arising as aforesaid, and hereby grants to Lender a first lien security interest ineach of the Pledgors shall at all times indemnify and hold harmless the Pledgee and the Secured Parties against and from all demands made against any of them, the collateral described in Schedule Apayments made by any of them, together with the proceeds thereof and all cashcosts, additional securities expenses, damages, losses or other property liabilities incurred or suffered by any of them at any time and from time to time receivable or otherwise distributable in respect ofof any such calls, in exchange for, instalments or in substitution other payments as aforesaid. 2.7 The Pledgee holds the benefit of this Agreement on trust for any itself and all such pledged securities (all such pledged securities, the proceeds thereof, cash, dividends, additional securities and other property now or hereafter pledged hereunder are hereinafter collectively called the “Pledged Securities”); TO HAVE AND TO HOLD the Pledged Securities, together with all rights, titles, interests, powers, privileges and preferences pertaining or incidental thereto, unto Lender, its successors and assigns; subject, however, to the terms, covenants and conditions hereinafter set forth. Pledgee agrees to hold the Pledged Securities to secure the payment of the Obligations and shall not encumber or otherwise dispose of such Pledged Securities except Secured Parties in accordance with the terms and provisions of this Agreement. Upon delivery to Lender, the Pledged Securities shall be accompanied by executed stock powers in blank and by such other instruments or documents as Lender or its counsel may reasonably request. Each delivery Declaration of certificates for such Pledged Securities shall be accompanied by a schedule showing the number of shares and the numbers of the certificates theretofore and then pledged hereunder, which schedule shall be attached hereto as Schedule A and made a part hereof. Each schedule so delivered shall supersede any prior schedule so deliveredTrust.

Pledge. As collateral security for Notwithstanding anything to the payment contrary contained herein, a Holder may pledge, transfer, collaterally assign or otherwise encumber (a “Pledge”) its Note or any interest therein to any entity (other than any Borrower Party) which has extended a credit facility to such Holder and performance that is (i) a Qualified Institutional Lender, (ii) a financial institution whose long-term unsecured debt is rated at least “A” (or the equivalent) or better by each Rating Agency or (iii) a Qualified Conduit Lender (each such entity, a “Pledgee”), on terms and conditions set forth in full this Section 17, it being further agreed that a financing provided by a Pledgee to such pledging Holder or any person that Controls such Holder that is secured by such Holder’s interest in its Note and is structured as a repurchase arrangement, shall constitute a “Pledge” hereunder; provided all applicable terms and conditions of this Section 17 are complied with; provided, further, that a Pledgee of Note B that is not a Qualified Institutional Lender may not take title to the related Note after the Note A Securitization Date without the prior written consent of the ObligationsNote A Holders; provided, Pledgor hereby pledgesfurther, hypothecatesthat no Pledgee may take title to a Note without satisfying the requirements for transfer set forth in Section 16 and this Section 17. Upon written notice by the pledging Holder to the non-pledging Holder and the Servicer that a Pledge has been effected (including the name and address of the applicable Pledgee), assignsthe Servicer will be required: (i) to give the Pledgee written notice of any default by the pledging Holder in respect of its obligations under this Agreement of which default the Servicer has actual knowledge and which notice shall be given simultaneously with the giving of such notice to the pledging Holder; (ii) to allow such Pledgee a period of ten (10) days to cure a default by the pledging Holder in respect of its obligations to the non-pledging Holder hereunder, transfersbut such Pledgee shall not be obligated to cure any such default; (iii) that no amendment, sets over modification, waiver or termination of this Agreement or the Servicing Agreement, if the pledging Holder had the right to consent to such amendment, modification, waiver or termination pursuant to the terms hereof or the Servicing Agreement, as applicable, shall be effective against such Pledgee without the written consent of such Pledgee, which consent shall not be unreasonably withheld, conditioned or delayed and delivers unto Lenderwhich consent shall be deemed to be given if Pledgee shall fail to respond to any request for consent to any such amendment, modification, waiver or termination within 10 days after request therefor; (iv) that the Servicer shall give to such Pledgee copies of any notice of default under the Mortgage Loan simultaneously with the giving of same to the pledging Holder and accept any cure thereof by such Pledgee which such pledging Holder has the right (but not the obligation) to effect hereunder, as if such cure were made by such pledging Holder; (v) that the Servicer shall deliver to Pledgee such estoppel certificate(s) as Pledgee shall reasonably request, provided that any such certificate(s) shall be in a form reasonably satisfactory to the Servicer; and (vi) that, upon written notice (a “Redirection Notice”) to the non-pledging Holder and the Servicer by such Pledgee that the pledging Holder is in default, beyond any applicable cure periods with respect to the pledging Holder’s obligations to such Pledgee pursuant to the applicable credit agreement or repurchase agreement, as applicable, between the pledging Holder and such Pledgee (which notice need not be joined in or confirmed by the pledging Holder), and hereby grants until such Redirection Notice is withdrawn or rescinded by such Pledgee, Pledgee shall be entitled to Lender a first lien security interest in, receive any payments that the collateral described in Schedule A, together with Servicer would otherwise be obligated to pay to the proceeds thereof and all cash, additional securities or other property at any time and pledging Holder from time to time receivable pursuant to this Agreement or otherwise distributable in respect ofthe Servicing Agreement. Any pledging Holder hereby unconditionally and absolutely releases the non-pledging Holder and the Servicer from any liability to the pledging Holder on account of the Servicer’s or non-pledging Holder’s compliance with any Redirection Notice believed by the Servicer or the non-pledging Holder, in exchange for, or in substitution for any and all such pledged securities (all such pledged securities, the proceeds thereof, cash, dividends, additional securities and other property now or hereafter pledged hereunder are hereinafter collectively called the “Pledged Securities”); TO HAVE AND TO HOLD the Pledged Securities, together with all rights, titles, interests, powers, privileges and preferences pertaining or incidental thereto, unto Lender, its successors and assigns; subject, howeveras applicable, to have been delivered by a Pledgee. A Pledgee shall be permitted to exercise fully its rights and remedies against the termspledging Holder to such Pledgee (and accept an assignment in lieu of foreclosure as to such collateral), covenants and conditions hereinafter set forth. Pledgee agrees to hold the Pledged Securities to secure the payment of the Obligations and shall not encumber or otherwise dispose of such Pledged Securities except in accordance with applicable law and this Agreement. In such event, the Servicer shall recognize such Pledgee (and any transferee (other than any Borrower Party) which is also a Qualified Institutional Lender at any foreclosure or similar sale held by such Pledgee or any transfer in lieu of foreclosure), and its successor and assigns, which are Qualified Institutional Lenders as the successor to the pledging Holder’s rights, remedies and obligations under this Agreement, and any such Pledgee or Qualified Institutional Lender shall assume in writing the obligations of the pledging Holder hereunder accruing from and after such Transfer (i.e., realization upon the collateral by such Pledgee) and agree to be bound by the terms and provisions of this Agreement. Upon delivery The rights of a Pledgee under this Section 17 shall remain effective as to Lender, the Pledged Securities shall be accompanied by executed stock powers in blank and by such other instruments or documents as Lender or its counsel may reasonably request. Each delivery of certificates for such Pledged Securities shall be accompanied by a schedule showing the number of shares non-pledging Holder (and the numbers of Servicer) unless and until such Pledgee shall have notified such Holder (and the certificates theretofore and then Servicer, as applicable) in writing that its interest in the pledged hereunder, which schedule shall be attached hereto as Schedule A and made a part hereof. Each schedule so delivered shall supersede any prior schedule so deliveredNote has terminated.

Pledge. As collateral security To secure the Secured Obligations and for the payment and performance purposes set forth in full of the ObligationsSection 1 hereof, Pledgor hereby pledges, hypothecates, assigns, transfers, sets over collaterally assigns and delivers unto Lenderconveys, and hereby grants to Lender a first security interest in and lien security on, in favor of Pledgee for the benefit of the Pledgee and the Bank Product Providers, all of Pledgor's right, title and interest in, to, and under (A) the collateral described in Schedule APledged Collateral, together with the proceeds thereof and (B) any additional Pledged Collateral acquired pursuant to Section 3.2 below (whether by purchase, dividend, merger, consolidation, sale of assets, split, spin-off, or any other dividend or distribution of any kind or otherwise), (C) all distributions, dividends, cash, additional securities certificates, liquidation rights and interests, options, rights, warrants, instruments or other property at any time and from time to time received, receivable or otherwise distributable distributed in respect of, of or in exchange for, or in substitution for any and all such pledged securities of the Pledged Collateral, (D) the Pledgor's right to vote the Pledged Collateral, and (E) all such pledged securitiesproceeds, products, replacements and substitutions for any of the foregoing, in each case whether now owned or hereafter acquired by the Pledgor (collectively, the proceeds thereof, cash, dividends, additional securities and other property now or hereafter pledged hereunder are hereinafter collectively called the “Pledged Securities”"Collateral"); TO HAVE AND TO HOLD . If the Pledged SecuritiesCollateral is evidenced by certificates, together with all rights, titles, interests, powers, privileges and preferences pertaining or incidental thereto, unto Lender, its successors and assigns; subject, however, to then the terms, covenants and conditions hereinafter set forth. Pledgee agrees to hold the Pledged Securities to secure the payment of the Obligations and Pledgor shall not encumber or otherwise dispose of such Pledged Securities except in accordance concurrently herewith deposit with the terms and provisions of this Agreement. Upon delivery to LenderPledgee, the Pledged Securities shall be Collateral owned by the Pledgor on the date hereof and the certificates representing the Pledge Collateral accompanied by "stock powers" or an Assignment Separate From Certificate duly executed stock powers in blank and by such other instruments the Pledgor. Whether or documents not the Pledged Collateral is evidenced by certificates, the Pledgor hereby permits the Pledgee to file a UCC Financing Statement naming the Pledgor as Lender or its counsel may reasonably request. Each delivery of certificates for such Pledged Securities shall be accompanied by a schedule showing the number of shares debtor and the numbers Pledgee as secured party with respect to the Pledged Collateral with the Delaware Secretary of State, in form and substance satisfactory to the Pledgee in its sole and absolute determination, and without the requirement of the certificates theretofore Pledgor's signature. Notwithstanding anything to the contrary contained in this Agreement, the Pledgee shall not as a result of this Agreement be responsible or liable for any obligations or liabilities of the Pledgor in the Pledgor's capacity as a shareholder, if any, and then pledged hereunder, which schedule the Pledgee shall not be attached hereto as Schedule A and made a part hereof. Each schedule so delivered shall supersede deemed to have assumed any prior schedule so deliveredof such obligations or liabilities.

Pledge. As collateral (a) Purchaser hereby assigns, transfers and pledges the Shares to the Company as security for the payment and performance in full of the ObligationsNote. (b) Purchaser agrees that he will deposit with ▇▇▇▇▇▇ & ▇▇▇▇▇ LLP as agent for the Company pursuant to the provisions of Section 8313(a) of the Commercial Code of the State of California (the "Escrow Agent"), Pledgor hereby pledgesthe certificate representing the Shares with two executed stock assignments (with date and number of shares blank), hypothecatesaccompanied by such documents of transfer as may be necessary to authorize the Company or its transfer agent to transfer the Shares to the Company if required to do so by the provisions of this Agreement; such documents are to be held by the Escrow Agent and delivered to the Escrow Agent pursuant to the Joint Escrow Instructions of the Company and the Purchaser set forth in Appendix I and incorporated herein by this reference, assigns, transfers, sets over which instructions shall also be delivered to the Escrow Agent upon execution of this Agreement. (c) Purchaser shall have the right to execute all stock rights and delivers unto Lenderrights to subscribe, and hereby grants to Lender a first lien security interest inreceive all liquidating dividends, the collateral described in Schedule Acash dividends, together with the proceeds thereof and all cashshares, additional new securities or other property at any time and from time which the Purchaser is or may hereafter become entitled to time receivable or otherwise distributable in respect of, in exchange for, or in substitution for any and all such receive on account of the Shares pledged securities (all such pledged securities, the proceeds thereof, cash, dividends, additional securities and other property now or hereafter pledged hereunder are hereinafter collectively called the “Pledged Securities”)hereunder; TO HAVE AND TO HOLD the Pledged Securities, together with all rights, titles, interests, powers, privileges and preferences pertaining or incidental thereto, unto Lender, its successors and assigns; subjectprovided, however, that in the event the Purchaser receives any such property, other than cash dividends, he will immediately deliver such property to the terms, covenants and conditions hereinafter set forthCompany to be held as collateral in the same manner as the Shares originally pledged hereunder. Pledgee agrees to hold the Pledged Securities to secure the payment of the Obligations and shall not encumber or otherwise dispose of such Pledged Securities except As used in accordance with the terms and provisions of this Agreement. Upon delivery to Lender, the Pledged Securities shall be accompanied by executed stock powers in blank term "Shares" refers to all the Shares assigned, transferred, and by such other instruments or documents as Lender or its counsel may reasonably request. Each delivery of certificates for such Pledged Securities shall be accompanied by a schedule showing the number of shares and the numbers of the certificates theretofore and then pledged hereunder, which schedule shall be attached hereto as Schedule A and made a part hereof. Each schedule so delivered shall supersede any prior schedule so deliveredall other property received in respect thereof, other than cash dividends.

Pledge. As collateral security for the payment and performance in full of the ObligationsObligations (as defined in the Loan Agreement), Pledgor Borrower hereby pledges, hypothecates, assigns, transfers, sets over and delivers unto Lender, and hereby grants to Lender a first lien security interest in, the collateral described in Schedule ASCHEDULE 1 hereto, together with (i) all other shares of stock of the issuer(s) of such pledged securities of any class or category, which are now or hereafter owned by Borrower and (ii) the proceeds thereof and all cash, additional securities or other property at any time and from time to time receivable or otherwise distributable in respect of, in exchange for, or in substitution for any and all such pledged securities (all such pledged securities, the proceeds thereof, cash, dividends, additional securities and other property now or hereafter pledged hereunder are hereinafter collectively called referred to as the “"Pledged Securities”"); TO HAVE AND TO HOLD the Pledged Securities, together with all rights, titles, interests, powers, privileges and preferences pertaining or incidental thereto, unto Lender, its successors and assigns; subject, however, subject to the terms, covenants and conditions hereinafter set forth. Pledgee agrees to hold the Pledged Securities to secure the payment of the Obligations and shall not encumber or otherwise dispose of such Pledged Securities except in accordance with the terms and provisions of this Agreement. Upon delivery to Lender, the Pledged Securities shall be accompanied by executed stock powers in blank and by such other instruments or documents as Lender or its counsel may reasonably request. Each delivery of certificates for such Pledged Securities shall be accompanied by a schedule showing the number of shares and the numbers of the certificates theretofore and then pledged hereunder, which schedule shall be attached hereto as Schedule A SCHEDULE 1 and made a part hereof. Each schedule so delivered shall supersede any prior schedule so delivered. In the event that additional securities of the issuers listed on SCHEDULE 1 are issued to Pledgor, Pledgor agrees to promptly deliver the certificates representing such securities together with stock powers endorsed in blank, to Lender as part of the collateral pledged hereunder and such securities shall constitute part of the Pledged Securities.

Pledge. As To secure the Obligations and for the purposes ------ set forth in Section 1, the Pledgor (i) hereby grants to the Collateral Agent for the benefit of (a) the Bank Creditors and the Other Creditors, a first priority security interest in all of the Collateral (as hereinafter defined) and (b) the Seller Creditors, a security interest (which security interest shall be subject and subordinate in all respects to the security interest described in clause (a) above) in all of the Collateral (ii) hereby pledges and deposits with the Collateral Agent the Securities owned by the Pledgor on the date hereof, and delivers to the Collateral Agent certificates therefor, duly endorsed in blank in the case of promissory notes and accompanied by undated stock powers duly executed in blank by the Pledgor (and accompanied by any transfer tax stamps required in connection with the pledge of such Securities) in the case of capital stock, or such other instruments of transfer as are reasonably acceptable to the Collateral Agent and (iii) hereby collaterally assigns, transfers, hypothecates and sets over to the Collateral Agent all of the Pledgor's right, title and interest in and to such Securities (and in and to the certificates or instruments evidencing such Securities), to be held by the Collateral Agent as collateral security for the payment Obligations, upon the terms and performance conditions set forth in full this Agreement. The Pledgor and the Collateral Agent acknowledge that all Collateral held by the Collateral Agent is held on behalf of the ObligationsSecured Creditors. The Seller Creditors agree that, Pledgor hereby pledgesso long as any of the Obligations owing to the Bank Creditors or the Other Creditors remain outstanding, hypothecates, assigns, transfers, sets over and delivers unto Lender, and hereby grants to Lender a first lien the security interest in, the collateral described in Schedule A, together with clause (i)(b) in the proceeds thereof and all cash, additional securities preceding paragraph shall not entitle them to foreclosure or any other property at any time and from time to time receivable right or otherwise distributable remedy in respect ofof the Collateral without the consent of the Bank Creditors and the Other Creditors, provided that the foregoing shall in exchange for, or no event limit the right of the Seller Creditors to receive proceeds as described in substitution for any Sections 7 and all such pledged securities (all such pledged securities, the proceeds thereof, cash, dividends, additional securities and other property now or hereafter pledged hereunder are hereinafter collectively called the “Pledged Securities”); TO HAVE AND TO HOLD the Pledged Securities, together with all rights, titles, interests, powers, privileges and preferences pertaining or incidental thereto, unto Lender, its successors and assigns; subject, however9 hereof and, to the termsextent required by applicable law, covenants and conditions hereinafter participate in any foreclosure or enforcement proceeding; provided that such participation shall not confer any rights (including any rights relating to the direction of or the providing of consents in connection with any such proceeding) on the Seller Creditors other than as set forthforth above. Pledgee agrees to hold the Pledged Securities to secure the payment The Seller Creditors also agree that, so long as any of the Obligations and owing to the Bank Creditors or the Other Creditors remain outstanding, the Collateral Agent shall not encumber or otherwise dispose not, by reason of such Pledged Securities except in accordance with the terms and provisions of this Agreement. Upon delivery to Lender, the Pledged Securities shall be accompanied by executed stock powers in blank and by such other instruments or documents as Lender or its counsel may reasonably request. Each delivery of certificates for such Pledged Securities shall be accompanied by a schedule showing the number of shares and the numbers security interest of the certificates theretofore and then pledged hereunderSeller Creditors, which schedule shall be attached hereto as Schedule A and made a part hereof. Each schedule so delivered shall supersede have any prior schedule so deliveredduty, express or implied, to provide any notices to the Seller Creditors in respect of the Collateral or their interests therein or to take any other action not expressly set forth herein.

Pledge. As collateral security for the payment and performance in full of the Obligations, (a) Pledgor hereby pledges, hypothecatesassigns and grants a security interest to Pledgee of one hundred percent (100%) of the Pledged Interest as security for the full and faithful performance of all of the Obligations (as defined below). (b) Upon the occurrence of an Event of Default (as defined below), assignsPledgee shall have the rights and remedies provided under the Uniform Commercial Code in force in the Commonwealth of Massachusetts as of the date of this Pledge Agreement. In connection therewith, transfersPledgee may, sets over upon no less than ten (10) days’ written notice to Pledgor sent by certified mail, return receipt requested, with all fees prepaid, sell any of the Pledged Interests in a commercially reasonable manner and delivers unto Lenderfor such price as Pledgee may determine in a commercially reasonable manner, subject to applicable law at a commercially reasonable public sale. Pledgee shall be free to purchase all or any part of the Pledged Interest in Pledgee’s sole discretion. To the extent of available sale proceeds, Pledgee may retain an amount equal to that owed to Pledgee by Pledgor pursuant to this Pledge Agreement, and hereby grants to Lender a first lien security interest in, the collateral described in Schedule A, together with the proceeds thereof and all cash, additional securities or other property at any time and from time to time receivable or otherwise distributable in respect of, in exchange for, or in substitution for any and all such pledged securities other instruments evidencing and securing the Obligations, plus the reasonable expenses of the sale, and shall promptly pay any balance of the sale proceeds, if any, to Pledgor. (all such pledged securitiesc) Expenses of enforcing Pledgee’s rights hereunder including, but not limited to, preparation for sale, selling or the proceeds thereof, cash, dividends, additional securities like and Pledgee’s reasonable attorneys’ fees and other property now or hereafter pledged hereunder are hereinafter collectively called expenses, shall be payable by Pledgor and shall be secured hereby. (d) All of the “Pledged Securities”); TO HAVE AND TO HOLD agreements, obligations, undertakings, representations and warranties herein made by Pledgor shall inure to the Pledged Securities, together with all rights, titles, interests, powers, privileges benefit of Pledgee and preferences pertaining or incidental thereto, unto Lender, its respective successors and assigns; subject, however, to the terms, covenants and conditions hereinafter set forth. Pledgee shall bind Pledgor and his successors and assigns. (e) Pledgor agrees to hold execute any other instrument that Pledgee may deem necessary or desirable to effectuate the Pledged Securities to secure the payment of the Obligations and shall not encumber or otherwise dispose of such Pledged Securities except in accordance with the terms and provisions purposes of this Pledge Agreement. Upon delivery to Lender, the Pledged Securities shall be accompanied by executed stock powers in blank Pledgee’s reasonable discretion, including, without limitation, UCC financing and by such other instruments or documents as Lender or its counsel may reasonably request. Each delivery of certificates for such Pledged Securities shall be accompanied by a schedule showing the number of shares and the numbers of the certificates theretofore and then pledged hereunder, which schedule shall be attached hereto as Schedule A and made a part hereof. Each schedule so delivered shall supersede any prior schedule so deliveredcontinuation statements.

Pledge. As collateral security (a) Until the expiry of the Security Period, pursuant to the terms of this Agreement, the Pledgor hereby irrevocably and unconditionally grants a continuing first-ranking pledge (nantissement de premier rang) in favour of the Pledgee on the Pledged Assets (the “Pledge”) for the due and full payment and performance in full discharge of all the Obligations and the Pledgee hereby accepts the Pledge. (b) In case the Pledgor shall acquire any additional Shares or PECs of the ObligationsCompany or any corporation or other entity which is the successor of the Company, or any securities exchangeable for or convertible into Shares, whether by purchase, stock dividend, stock split or otherwise, the Pledgor hereby pledgesshall promptly notify the Pledgee of such event(s) and, hypothecatesin addition, assignssuch Shares, transfersPECs, sets over or other securities shall immediately and delivers unto Lenderwithout any further action by any of the Parties or the Company be subject to the pledge, assignment and hereby grants to Lender a first lien security interest ingranted to the Pledgee, for the collateral described benefit of the Secured Parties, under this Agreement and the Company shall promptly formalize such Pledge in Schedule Athe same manner as the Pledge of the current Pledged PECs and Pledged Shares by registering the Pledge in its shareholders register and / or its PECs register, together with as the proceeds thereof and all cashcase may be, additional securities or other property at any time and from time to time receivable or otherwise distributable in respect of, in exchange for, or in substitution for any and all such pledged securities (all such pledged securities, the proceeds thereof, cash, dividends, additional securities and other property now or hereafter pledged hereunder are hereinafter collectively called the “Pledged Securities”); TO HAVE AND TO HOLD the Pledged Securities, together with all rights, titles, interests, powers, privileges and preferences pertaining or incidental thereto, unto Lender, its successors and assigns; subjectprovided, however, notwithstanding anything to the termscontrary contained in this Clause 2(b), covenants and conditions hereinafter set forth. Pledgee agrees the Company shall only be required to hold the Pledged Securities to secure the payment pledge 65% of the Obligations and shall Shares, PECs, or such other securities, provided however that the Shares are pledged only for a number of whole shares that would be closest to (but not encumber exceeding) 65% of the total number of Shares. After any adjustment of the amount of PECs or otherwise dispose Shares of such Pledged Securities except in accordance with the terms and provisions Company during the term of this Agreement. Upon delivery to Lender, the percentage of Pledged Securities Shares shall be accompanied by executed stock powers in blank the same percentage as the percentage of Pledged PECs, and by such other instruments or documents as Lender or its counsel may reasonably request. Each delivery of certificates for such Pledged Securities Schedule A hereto shall be accompanied by a schedule showing updated to list the number of shares Pledged Shares and the numbers of the certificates theretofore and then Pledged PECs or other securities that are pledged hereunder, which schedule shall be attached hereto as Schedule A and made a part hereof. Each schedule so delivered shall supersede any prior schedule so deliveredat that time.

Pledge. As collateral security for the payment and performance in full of the Obligations, Pledgor Each Grantor hereby pledges, hypothecates, assigns, transfers, sets over pledges and delivers unto to the Lender and reaffirms its prior pledge and delivery to the Lender, and hereby grants to the Lender and reaffirms it prior grant to the Lender, of a first lien on and security interest inin all of each Grantor’s right, title, and interest in and with respect to each of the following, whether now owned or hereafter acquired (collectively, the collateral “Pledged Collateral”): (a) the properties, assets, and rights of the Grantor described in Schedule AAttachment 1 hereto, together with wherever located, whether such Grantor now has or hereafter acquires an ownership or other interest or power to transfer; and (b) to the proceeds thereof extent not covered by subsection (a) above, all general intangibles (including causes of action) relating to, and all cashproceeds of, additional securities any or all of the foregoing Pledged Collateral; provided, however, that if a Document or Instrument (each as defined in Attachment 1 hereto) or other property at agreement or lease of a Grantor may not be pledged by such Grantor hereunder without the consent or approval of a counterparty thereto, such Document, Instrument, agreement or lease shall not be deemed pledged to the Lender, and the Lender shall not be deemed to have a lien on or a security interest therein, until such consent or approval of such counterparty is obtained, and the Grantors shall use commercially reasonable best efforts to obtain such consent or approval as soon as practicable following the first date on which such Document, Instrument, agreement or lease would otherwise be pledged to the Lender as Pledged Collateral hereunder. For purposes of this Agreement, “proceeds” includes whatever is receivable or received when Pledged Collateral or proceeds are sold, exchanged, collected, or otherwise disposed of, whether such disposition is voluntary or involuntary, and includes proceeds of any time and indemnity or guaranty payable to Grantor or the Company from time to time receivable or otherwise distributable in with respect of, in exchange for, or in substitution for to any and all such pledged securities (all such pledged securities, the proceeds thereof, cash, dividends, additional securities and other property now or hereafter pledged hereunder are hereinafter collectively called the “Pledged Securities”); TO HAVE AND TO HOLD of the Pledged Securities, together with all rights, titles, interests, powers, privileges and preferences pertaining or incidental thereto, unto Lender, its successors and assigns; subject, however, to the terms, covenants and conditions hereinafter set forth. Pledgee agrees to hold the Pledged Securities to secure the payment of the Obligations and shall not encumber or otherwise dispose of such Pledged Securities except in accordance with the terms and provisions of this Agreement. Upon delivery to Lender, the Pledged Securities shall be accompanied by executed stock powers in blank and by such other instruments or documents as Lender or its counsel may reasonably request. Each delivery of certificates for such Pledged Securities shall be accompanied by a schedule showing the number of shares and the numbers of the certificates theretofore and then pledged hereunder, which schedule shall be attached hereto as Schedule A and made a part hereof. Each schedule so delivered shall supersede any prior schedule so deliveredCollateral.

Pledge. (a) The following Lien on the Collateral is hereby granted: As collateral security for the payment and performance performance, as the case may be, in full of the First Priority Obligations, Pledgor hereby pledgestransfers, grants, bargains, sells, conveys, hypothecates, assigns, transferspledges, sets over and delivers unto Lenderthe Collateral Agent, its successors and assigns, and hereby grants to Lender the Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, a first lien priority security interest in all of Pledgor’s right, title and interest in, to and under the collateral described in Schedule ACollateral. (b) Upon delivery to the Collateral Agent, together with the proceeds thereof and all cash(a) any stock certificates, additional securities notes required to be delivered pursuant to Section 2(b) or other property at any time and from time to time receivable or otherwise distributable in respect of, in exchange for, or in substitution for any and all such pledged securities (all such pledged securities, the proceeds thereof, cash, dividends, additional securities and other property now or hereafter pledged hereunder are hereinafter collectively called included in the Collateral (the “Pledged Securities”); ) shall be accompanied by stock powers duly executed in blank or other instruments of transfer satisfactory to the Collateral Agent and by such other instruments and documents as the Collateral Agent may reasonably request and (b) all other property comprising part of the Collateral shall be accompanied by proper instruments of assignment duly executed by the applicable Pledgor and such other instruments or documents as the Collateral Agent may reasonably request. Each subsequent delivery of Pledged Securities shall be accompanied by a schedule describing the securities then being pledged hereunder, which schedule shall be attached hereto as a supplement to Schedule II and made a part hereof. Each schedule so delivered shall supplement any prior schedules so delivered. TO HAVE AND TO HOLD the Pledged SecuritiesCollateral, together with all rightsright, titlestitle, interestsinterest, powers, privileges and preferences pertaining or incidental thereto, unto Lenderthe Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, forever; subject, however, to the terms, covenants and conditions hereinafter set forth. Pledgee agrees Notwithstanding any other provision hereof, if any Collateral constitutes Restricted Securities, then such Collateral shall not secure any Obligations constituting Exempted Indebtedness except to hold the Pledged extent that such Obligations constitute Restricted Secured Indebtedness; provided that if (i) any Existing Unsecured Debt is required to be secured by a Lien on such Collateral as a result of the operation of any negative pledge covenant in any indenture, agreement or instrument governing such Existing Unsecured Debt or (ii) the Existing Unsecured Debt ceases to be outstanding or no longer restricts the ability of any Pledgor to pledge Restricted Securities without also securing the Existing Unsecured Debt, then the Obligations secured hereunder shall be equal to secure the payment maximum aggregate amount of Obligations then outstanding. If any Collateral constitutes Restricted Securities any payments or repayments of the Obligations and shall not encumber be deemed to be applied against, or otherwise dispose to reduce, the amount of such Pledged Securities except Restricted Secured Indebtedness that may be secured hereby. Notwithstanding the foregoing, each Pledgor hereby affirms its prior grant of security interests under the First Amendment for the benefit of the Secured Parties and it is expressly understood and agreed that all security interests, assignment and liens granted by the Pledgors for the benefit of the Secured Parties in accordance with the First Amendment are not terminated hereby, but continue and remain in full force and effect, subject to the terms and provisions of this Agreement. Upon delivery to Lender, the Pledged Securities shall be accompanied by executed stock powers in blank and by such other instruments or documents as Lender or its counsel may reasonably request. Each delivery of certificates for such Pledged Securities shall be accompanied by a schedule showing the number of shares and the numbers of the certificates theretofore and then pledged hereunder, which schedule shall be attached hereto as Schedule A and made a part hereof. Each schedule so delivered shall supersede any prior schedule so delivered.

Pledge. As collateral security for Notwithstanding anything to the payment contrary contained herein, a Holder may pledge, transfer, collaterally assign or otherwise encumber (a “Pledge”) its Note or any interest therein to any entity (other than any Borrower Party) which has extended a credit facility to such Holder and performance that is (i) a Qualified Institutional Lender, (ii) a financial institution whose long-term unsecured debt is rated at least “A” (or the equivalent) or better by each Rating Agency or (iii) a Qualified Conduit Lender (each such entity, a “Pledgee”), on terms and conditions set forth in full this Section 17, it being further agreed that a financing provided by a Pledgee to such pledging Holder or any person that Controls such Holder that is secured by such Holder’s interest in its Note and is structured as a repurchase arrangement, shall constitute a “Pledge” hereunder; provided all applicable terms and conditions of this Section 17 are complied with; provided, further, that a Pledgee of Note B that is not a Qualified Institutional Lender may not take title to the related Note after the Note A Securitization Date without the prior written consent of the ObligationsNote A Holder; provided, Pledgor hereby pledgesfurther, hypothecatesthat no Pledgee may take title to a Note without satisfying the requirements for transfer set forth in Section 16 and this Section 17. Upon written notice by the pledging Holder to the non-pledging Holder and the Servicer that a Pledge has been effected (including the name and address of the applicable Pledgee), assignsthe Servicer will be required: (i) to give the Pledgee written notice of any default by the pledging Holder in respect of its obligations under this Agreement of which default the Servicer has actual knowledge and which notice shall be given simultaneously with the giving of such notice to the pledging Holder; (ii) to allow such Pledgee a period of ten (10) days to cure a default by the pledging Holder in respect of its obligations to the non-pledging Holder hereunder, transfersbut such Pledgee shall not be obligated to cure any such default; (iii) that no amendment, sets over modification, waiver or termination of this Agreement or the Servicing Agreement, if the pledging Holder had the right to consent to such amendment, modification, waiver or termination pursuant to the terms hereof or the Servicing Agreement, as applicable, shall be effective against such Pledgee without the written consent of such Pledgee, which consent shall not be unreasonably withheld, conditioned or delayed and delivers unto Lenderwhich consent shall be deemed to be given if Pledgee shall fail to respond to any request for consent to any such amendment, modification, waiver or termination within 10 days after request therefor; (iv) that the Servicer shall give to such Pledgee copies of any notice of default under the Mortgage Loan simultaneously with the giving of same to the pledging Holder and accept any cure thereof by such Pledgee which such pledging Holder has the right (but not the obligation) to effect hereunder, as if such cure were made by such pledging Holder; (v) that the Servicer shall deliver to Pledgee such estoppel certificate(s) as Pledgee shall reasonably request, provided that any such certificate(s) shall be in a form reasonably satisfactory to the Servicer; and (vi) that, upon written notice (a “Redirection Notice”) to the non-pledging Holder and the Servicer by such Pledgee that the pledging Holder is in default, beyond any applicable cure periods with respect to the pledging Holder’s obligations to such Pledgee pursuant to the applicable credit agreement or repurchase agreement, as applicable, between the pledging Holder and such Pledgee (which notice need not be joined in or confirmed by the pledging Holder), and hereby grants until such Redirection Notice is withdrawn or rescinded by such Pledgee, Pledgee shall be entitled to Lender a first lien security interest in, receive any payments that the collateral described in Schedule A, together with Servicer would otherwise be obligated to pay to the proceeds thereof and all cash, additional securities or other property at any time and pledging Holder from time to time receivable pursuant to this Agreement or otherwise distributable in respect ofthe Servicing Agreement. Any pledging Holder hereby unconditionally and absolutely releases the non-pledging Holder and the Servicer from any liability to the pledging Holder on account of the Servicer’s or non-pledging Holder’s compliance with any Redirection Notice believed by the Servicer or the non-pledging Holder, in exchange for, or in substitution for any and all such pledged securities (all such pledged securities, the proceeds thereof, cash, dividends, additional securities and other property now or hereafter pledged hereunder are hereinafter collectively called the “Pledged Securities”); TO HAVE AND TO HOLD the Pledged Securities, together with all rights, titles, interests, powers, privileges and preferences pertaining or incidental thereto, unto Lender, its successors and assigns; subject, howeveras applicable, to have been delivered by a Pledgee. A Pledgee shall be permitted to exercise fully its rights and remedies against the termspledging Holder to such Pledgee (and accept an assignment in lieu of foreclosure as to such collateral), covenants and conditions hereinafter set forth. Pledgee agrees to hold the Pledged Securities to secure the payment of the Obligations and shall not encumber or otherwise dispose of such Pledged Securities except in accordance with applicable law and this Agreement. In such event, the Servicer shall recognize such Pledgee (and any transferee (other than any Borrower Party) which is also a Qualified Institutional Lender at any foreclosure or similar sale held by such Pledgee or any transfer in lieu of foreclosure), and its successor and assigns, which are Qualified Institutional Lenders as the successor to the pledging Holder’s rights, remedies and obligations under this Agreement, and any such Pledgee or Qualified Institutional Lender shall assume in writing the obligations of the pledging Holder hereunder accruing from and after such Transfer (i.e., realization upon the collateral by such Pledgee) and agree to be bound by the terms and provisions of this Agreement. Upon delivery The rights of a Pledgee under this Section 17 shall remain effective as to Lender, the Pledged Securities shall be accompanied by executed stock powers in blank and by such other instruments or documents as Lender or its counsel may reasonably request. Each delivery of certificates for such Pledged Securities shall be accompanied by a schedule showing the number of shares non-pledging Holder (and the numbers of Servicer) unless and until such Pledgee shall have notified such Holder (and the certificates theretofore and then Servicer, as applicable) in writing that its interest in the pledged hereunder, which schedule shall be attached hereto as Schedule A and made a part hereof. Each schedule so delivered shall supersede any prior schedule so deliveredNote has terminated.

Pledge. As collateral (a) Borrower hereby assigns, transfers and pledges the Units to the Secured Party as security for the payment and performance in full of the Obligations, Pledgor hereby pledges, hypothecates, assigns, transfers, sets over and delivers unto Lender, and hereby grants to Lender a first lien security interest in, the collateral described in Schedule A, together with the proceeds thereof and all cash, additional securities or other property at any time and from time to time receivable or otherwise distributable in respect of, in exchange for, or in substitution for any and all such pledged securities (all such pledged securities, the proceeds thereof, cash, dividends, additional securities and other property now or hereafter pledged hereunder are hereinafter collectively called the “Pledged Securities”); TO HAVE AND TO HOLD the Pledged Securities, together with all rights, titles, interests, powers, privileges and preferences pertaining or incidental thereto, unto Lender, its successors and assigns; subject, however, to the terms, covenants and conditions hereinafter set forth. Pledgee agrees to hold the Pledged Securities to secure the payment of the Obligations New Note. (b) On execution of this Agreement, the shares pledged under the Prior Pledge (the “Shares”) are hereby released and shall not encumber all Share certificates, assignments or otherwise dispose other documents of such Pledged Securities except in accordance transfer relating to the Shares and provided under the Prior Pledge will be returned to the Borrower by the Secured Party. (c) Borrower agrees that he will deposit with the terms and Secured Party pursuant to the provisions of Section 8313(a) of the Commercial Code of the State of California, the certificates representing the Units with two executed Unit assignments (with date blank) for each certificate, accompanied by such documents of transfer as may be necessary to authorize the Secured Party or its transfer agent to transfer the Units to the Secured Party if required to do so by the provisions of this Agreement, it being understood that the Units are, as of the date hereof, uncertified. Upon delivery Such documents are to Lenderbe held by the Secured Party for the benefit of both Secured Party and Debtor during the period of this Agreement. (d) Borrower shall have the right to execute all unit rights and rights to subscribe, and to receive all liquidating dividends, cash dividends, units, new securities or other rights or property which the Borrower is or may hereafter become entitled to receive on account of the Units pledged hereunder; provided, however, that in the event the Borrower receives any such property, other than cash dividends, he will immediately deliver such property to the Secured Party to be held as collateral in the same manner as the Units originally pledged hereunder. As used in this Agreement, the Pledged Securities shall be accompanied by executed stock powers in blank term “Units” refers to all the Units assigned, transferred, and by such other instruments or documents as Lender or its counsel may reasonably request. Each delivery of certificates for such Pledged Securities shall be accompanied by a schedule showing the number of shares and the numbers of the certificates theretofore and then pledged hereunder, and all other property received in respect thereof, other than cash dividends. (e) Borrower, at his option, may transfer to the Secured Party upon execution of this Agreement (or as soon thereafter as practicable), collateral other than the Units (“Substitute Collateral”), which schedule shall be attached hereto acceptable in form to the Secured Party and adequate to secure part or all of Borrower’s obligations under the New Note, in lieu of part or all of the Units, and shall thereupon be entitled to retain, free from the pledge hereunder, an amount of Units having a fair market value equivalent, in the judgment of the Secured Party’s Board of Directors, to the value of the Substitute Collateral, taking into account fluctuations in the value of the Substitute Collateral over the term of the New Note and the Secured Party’s need to have the New Note fully secured. Borrower must maintain the Substitute Collateral at a value equal to the aggregate purchase price of the Units for which it serves as Schedule A substitute Collateral. The Secured Party shall have sole discretion to determine the value of Substitute Collateral at all times. Borrower shall pledge such additional Substitute Collateral as the Secured Party deems necessary to adequately secure the New Note promptly upon receipt of a written demand to do so by the Secured Party. All Substitute Collateral and made additions thereto shall be deemed transferred to the Secured Party at the time the original collateral (for which it serves as substitute) was transferred to the Secured Party. Borrower agrees to take all actions, execute all instruments, agreements and notices and do all other things necessary for the Secured Party to perfect it Security interest in the Substitute Collateral and all additions thereto whenever requested by the Secured Party. (f) In the event that Holdings LLC is involved in a merger reorganization, exchange reorganization, sale-of-assets reorganization or other event requiring the transfer of a part hereof. Each schedule so delivered shall supersede or all of the Units, Borrower shall, within ten days after demand by the Secured Party, execute any prior schedule so delivereddocuments necessary to insure the continued secured status of the New Note by the Units, any securities or property issued in respect thereto and the Substitute Collateral. (g) As used in this Agreement, the term “Collateral” refers to the Units and/or the Substitute Collateral.

Pledge. As collateral security for the payment and performance in full of the ObligationsObligations (as hereinafter defined), Pledgor hereby pledges, hypothecates, assigns, transfers, sets over and delivers unto Lender, and hereby grants to Lender a first lien security interest in, the collateral described in Schedule AA hereto, together with (i) all other shares of stock of Debtor of any class or category, which are now or hereafter owned by Pledgor and (ii) the proceeds thereof and all cash, additional securities or other property at any time and from time to time receivable or otherwise distributable in respect of, in exchange for, or in substitution for any and all such pledged securities (all such pledged securities, the proceeds thereof, cash, dividends, additional securities and other property now or hereafter pledged hereunder are hereinafter collectively called the “"Pledged Securities”"); TO HAVE AND TO HOLD the Pledged Securities, together with all rights, titles, interests, powers, privileges and preferences pertaining or incidental thereto, unto Lender, its successors and assigns; subject, however, to the terms, covenants and conditions hereinafter set forth. Pledgee agrees to hold the Pledged Securities to secure the payment of the Obligations and shall not encumber or otherwise dispose of such Pledged Securities except in accordance with the terms and provisions of this Agreement. Upon delivery to Lender, the Pledged Securities shall be accompanied by executed stock powers in blank blank, stock pledge letters and by such other instruments or documents as Lender or its counsel may reasonably requeststock proxies. Each delivery of certificates for such Pledged Securities shall be accompanied by a schedule showing the number of shares and the numbers of the certificates theretofore and then pledged hereunder, which schedule shall be attached hereto as Schedule A and made a part hereof. Each schedule so delivered shall supersede any prior schedule so delivered.

Pledge. As collateral security To secure the Obligations and for the payment and performance purposes set forth in full of the ObligationsSection 1 hereof, Pledgor hereby pledges, hypothecates, pledges and collaterally assigns, transfersand grants a security interest in and lien on, sets over in favor of Pledgee for the benefit of the Pledgee and delivers unto Lenderthe Bank Product Providers, all of Pledgor's right, title and hereby grants to Lender a first lien security interest in, to, and under (A) the collateral described in Schedule APledged Collateral, together with the proceeds thereof and (B) any additional Pledged Collateral acquired pursuant to Section 3.2 below (whether by purchase, dividend, merger, consolidation, sale of assets, split, spin-off, or any other dividend or distribution of any kind or otherwise), (C) all distributions, dividends, cash, additional securities certificates, liquidation rights and interests, options, rights, warrants, instruments or other property at any time and from time to time received, receivable or otherwise distributable distributed in respect of, of or in exchange for, or in substitution for any and all such pledged securities of the Pledged Collateral, (D) the Pledgor's right to vote the Pledged Collateral, and (E) all such pledged securitiesproceeds, products, replacements and substitutions for any of the foregoing, in each case whether now owned or hereafter acquired by the Pledgor (collectively, the proceeds thereof, cash, dividends, additional securities and other property now or hereafter pledged hereunder are hereinafter collectively called the “Pledged Securities”"Collateral"); TO HAVE AND TO HOLD . If the Pledged SecuritiesCollateral is evidenced by certificates, together then the Pledgor shall concurrently herewith deposit with all rightsthe Collateral Agent (as defined below), titles, interests, powers, privileges and preferences pertaining or incidental thereto, unto Lender, its successors and assigns; subject, however, to for the terms, covenants and conditions hereinafter set forth. Pledgee agrees to hold the Pledged Securities to secure the payment benefit of the Obligations Pledgee and shall not encumber or otherwise dispose of such Pledged Securities except the Collateral Agent, in accordance with the terms of that certain Intercreditor Agreement dated as of the date hereof (the "Intercreditor Agreement") by and provisions of this Agreement. Upon delivery to Lenderamong the Pledgor, the Pledgee and LaSalle Bank National Association (the "Collateral Agent"), the Pledged Securities shall be Collateral owned by the Pledgor on the date hereof and the certificates representing the Pledged Collateral accompanied by "stock powers" or an Assignment Separate From Certificate duly executed stock powers in blank and by such other instruments the Pledgor. Whether or documents not the Pledged Collateral is evidenced by certificates, the Pledgor hereby permits the Pledgee to file a Code Financing Statement naming the Pledgor as Lender or its counsel may reasonably request. Each delivery of certificates for such Pledged Securities shall be accompanied by a schedule showing the number of shares debtor and the numbers Pledgee as secured party with respect to the Collateral with the Delaware Secretary of State, in form and substance satisfactory to the Pledgee in its sole and absolute determination, and without the requirement of the certificates theretofore Pledgor's signature. Notwithstanding anything to the contrary contained in this Agreement, the Pledgee shall not as a result of this Agreement be responsible or liable for any obligations or liabilities of the Pledgor in the Pledgor's capacity as a shareholder, if any, and then pledged hereunder, which schedule the Pledgee shall not be attached hereto as Schedule A and made a part hereof. Each schedule so delivered shall supersede deemed to have assumed any prior schedule so deliveredof such obligations or liabilities.

Pledge. As collateral security for the full and timely payment and performance in full of the Obligations------ Note Obligations and any amounts payable by the Pledgor under this Pledge Agreement (including, without limitation, any and all reasonable fees and expenses, including reasonable legal fees and expenses, incurred by the Company in connection with any exercise of its rights under the Note or hereunder), the Pledgor hereby delivers, deposits, pledges, hypothecatestransfers and assigns to the Company, assigns, transfers, sets over and delivers unto Lenderin form transferable for delivery, and hereby grants to Lender creates in the Company a first lien security interest in, the collateral described in Schedule A, together with the proceeds thereof all Shares and all certificates evidencing the Shares and all other instruments or documents evidencing the same and all dividends, cash, additional securities or instruments and other property at any time and from time to time Pledge Agreement April 10, 2001 received, receivable or otherwise distributable distributed (collectively, "Dividends") in --------- respect of, of or in exchange for, or in substitution for any and or all such pledged securities (all such pledged securities, of the proceeds thereof, cash, dividends, additional securities Shares. The Shares and other property now or hereafter pledged hereunder securities described above are hereinafter collectively called referred to as the “"Pledged Securities”); TO HAVE AND TO HOLD the Pledged Securities, together with ". ------------------ The Pledgor agrees that all rights, titles, interests, powers, privileges and preferences pertaining or incidental thereto, unto Lender, its successors and assigns; subject, however, to the terms, covenants and conditions hereinafter set forth. Pledgee agrees to hold the Pledged Securities to secure the payment of the Obligations and shall not encumber or otherwise dispose of such Pledged Securities except in accordance with the terms and provisions of this Agreement. Upon delivery to Lender, certificates evidencing the Pledged Securities shall be accompanied by executed stock powers in blank and by such other instruments or documents as Lender or its counsel may reasonably requestmarked with the following legend: THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO THE PROVISIONS OF A PLEDGE AGREEMENT DATED AS OF APRIL 10, 2001 BY AND BETWEEN SMTC CORPORATION, A DELAWARE CORPORATION (THE "CORPORATION"), AND THE PLEDGOR ----------- NAMED THEREIN, A COPY OF WHICH IS ON FILE AT THE OFFICES OF THE CORPORATION. Each delivery of certificates for such The Pledgor agrees to deliver to the Company all Pledged Securities shall currently held by him in order that such legend may be accompanied by a schedule showing the number of shares and the numbers of the certificates theretofore and then pledged hereunder, which schedule shall be attached hereto as Schedule A and made a part hereof. Each schedule so delivered shall supersede any prior schedule so deliveredplaced thereon.

Pledge. (a) As collateral security for the payment and performance in full of the Secured Obligations, Pledgor the Grantor hereby pledgestransfers, grants, bargains, sells, conveys, hypothecates, assigns, transferspledges, sets over over, endorses over, and delivers unto Lenderthe Agent, and hereby grants grants, on a non-recourse basis, to Lender the Agent, for its own benefit and for the benefit of the Lenders, a first lien security interest inin (a) the shares of capital stock or equity interests of the issuers listed in Schedule I annexed hereto next to the Grantor's name (the "Initial Pledged Stock") and any additional shares of common stock or equity interests of the issuers obtained in the future by the Grantor (collectively, the collateral described in Schedule A, Initial Pledged Stock together with all such additional shares pledged in the future, the "Pledged Stock"), (b) all instruments of indebtedness (whether now existing or hereinafter arising) by Millbrook or Manischewitz which name the Grantor as payee thereunder (the "Pledged Debt") and (c) subject to Section 5 below, all proceeds thereof of the Pledged Stock and Pledged Debt, including, without limitation, all cash, additional securities or other property at any time and from time to time receivable or otherwise distributable distributed in respect of, of or in exchange for, or in substitution for any and of or all such pledged securities Pledged Stock (all such pledged securities, the proceeds thereof, cash, dividends, additional securities and other property now or hereafter pledged hereunder are hereinafter items referred to in clauses (a) through (c) being collectively called the “Pledged Securities”"Collateral"); TO HAVE AND TO HOLD the Pledged Securities, together with all rights, titles, interests, powers, privileges and preferences pertaining or incidental thereto, unto Lender, its successors and assigns; subject, however, to the terms, covenants and conditions hereinafter set forth. Pledgee agrees to hold the Pledged Securities to secure the payment of the Obligations and shall not encumber or otherwise dispose of such Pledged Securities except in accordance with the terms and provisions of this Agreement. Upon delivery to Lenderthe Agent, any securities, other than debt securities, now or hereafter included in the Collateral including, without limitation, the Pledged Securities Stock (the "Pledged Securities") shall be accompanied by executed undated stock powers duly executed in blank or other instruments of transfer reasonably satisfactory to the Agent and by such other instruments or and documents as Lender or its counsel the Agent may reasonably request. Each delivery of certificates for such Pledged Securities shall be accompanied by a schedule showing the number of shares and the numbers a description of the certificates securities theretofore and then being pledged hereunder, which schedule shall be attached hereto as Schedule A I and made a part hereof. Each schedule so delivered shall supersede any prior schedule schedules so delivered. (b) It is understood and agreed that it is the intention of the foregoing that this Agreement is a non-recourse obligation and that the Agent's rights to recover against the Grantor with respect to the Secured Obligations (including, without limitation the Agent's reasonable fees and out-of-pocket expenses pursuant to Section 14 hereof) shall be strictly limited to the Collateral only, and the Agent and the Co-Agent shall have no rights or remedies against, or recourse to, the Grantor with respect to any of the Secured Obligations.

Pledge. As collateral security for Notwithstanding anything to the payment contrary contained herein, a Holder may pledge, transfer, collaterally assign or otherwise encumber (a “Pledge”) its Note or any interest therein to any entity (other than any Borrower Party) which has extended a credit facility to such Holder and performance that is (i) a Qualified Institutional Lender, (ii) a financial institution whose long-term unsecured debt is rated at least “A” (or the equivalent) or better by each Rating Agency or (iii) a Qualified Conduit Lender (each such entity, a “Pledgee”), on terms and conditions set forth in full this Section 17, it being further agreed that a financing provided by a Pledgee to such pledging Holder or any person that Controls such Holder that is secured by such Holder’s interest in its Note and is structured as a repurchase arrangement, shall constitute a “Pledge” hereunder; provided all applicable terms and conditions of this Section 17 are complied with; provided, further, that a Pledgee of Note B-1 or Note B-2 that is not a Qualified Institutional Lender may not take title to the related Note after the Note A Securitization Date without the prior written consent of the ObligationsNote A Holder; provided, Pledgor hereby pledgesfurther, hypothecatesthat no Pledgee may take title to a Note without satisfying the requirements for transfer set forth in Section 16 and this Section 17. Upon written notice by the pledging Holder to the non-pledging Holder and the Servicer that a Pledge has been effected (including the name and address of the applicable Pledgee), assignsthe Servicer shall agree: (i) to give the Pledgee written notice of any default by the pledging Holder in respect of its obligations under this Agreement of which default the Servicer has actual knowledge and which notice shall be given simultaneously with the giving of such notice to the pledging Holder; (ii) to allow such Pledgee a period of ten (10) days to cure a default by the pledging Holder in respect of its obligations to the non-pledging Holder hereunder, transfersbut such Pledgee shall not be obligated to cure any such default; (iii) that no amendment, sets over modification, waiver or termination of this Agreement or the Servicing Agreement, if the pledging Holder had the right to consent to such amendment, modification, waiver or termination pursuant to the terms hereof or the Servicing Agreement, as applicable, shall be effective against such Pledgee without the written consent of such Pledgee, which consent shall not be unreasonably withheld, conditioned or delayed and delivers unto Lenderwhich consent shall be deemed to be given if Pledgee shall fail to respond to any request for consent to any such amendment, modification, waiver or termination within 10 days after request therefor; (iv) that the Servicer shall give to such Pledgee copies of any notice of default under the Mortgage Loan simultaneously with the giving of same to the pledging Holder and accept any cure thereof by such Pledgee which such pledging Holder has the right (but not the obligation) to effect hereunder, as if such cure were made by such pledging Holder; (v) that the Servicer shall deliver to Pledgee such estoppel certificate(s) as Pledgee shall reasonably request, provided that any such certificate(s) shall be in a form reasonably satisfactory to the Servicer; and (vi) that, upon written notice (a “Redirection Notice”) to the non-pledging Holder and the Servicer by such Pledgee that the pledging Holder is in default, beyond any applicable cure periods with respect to the pledging Holder’s obligations to such Pledgee pursuant to the applicable credit agreement or repurchase agreement, as applicable, between the pledging Holder and such Pledgee (which notice need not be joined in or confirmed by the pledging Holder), and hereby grants until such Redirection Notice is withdrawn or rescinded by such Pledgee, Pledgee shall be entitled to Lender a first lien security interest in, receive any payments that the collateral described in Schedule A, together with Servicer would otherwise be obligated to pay to the proceeds thereof and all cash, additional securities or other property at any time and pledging Holder from time to time receivable pursuant to this Agreement or otherwise distributable in respect ofthe Servicing Agreement. Any pledging Holder hereby unconditionally and absolutely releases the non-pledging Holder and the Servicer from any liability to the pledging Holder on account of the Servicer’s or non-pledging Holder’s compliance with any Redirection Notice believed by the Servicer or the non-pledging Holder, in exchange for, or in substitution for any and all such pledged securities (all such pledged securities, the proceeds thereof, cash, dividends, additional securities and other property now or hereafter pledged hereunder are hereinafter collectively called the “Pledged Securities”); TO HAVE AND TO HOLD the Pledged Securities, together with all rights, titles, interests, powers, privileges and preferences pertaining or incidental thereto, unto Lender, its successors and assigns; subject, howeveras applicable, to have been delivered by a Pledgee. A Pledgee shall be permitted to exercise fully its rights and remedies against the termspledging Holder to such Pledgee (and accept an assignment in lieu of foreclosure as to such collateral), covenants and conditions hereinafter set forth. Pledgee agrees to hold the Pledged Securities to secure the payment of the Obligations and shall not encumber or otherwise dispose of such Pledged Securities except in accordance with applicable law and this Agreement. In such event, the Servicer shall recognize such Pledgee (and any transferee (other than any Borrower Party) which is also a Qualified Institutional Lender at any foreclosure or similar sale held by such Pledgee or any transfer in lieu of foreclosure), and its successor and assigns that are Qualified Institutional Lenders, as the successor to the pledging Holder’s rights, remedies and obligations under this Agreement, and any such Pledgee or Qualified Institutional Lender shall assume in writing the obligations of the pledging Holder hereunder accruing from and after such Transfer (i.e., realization upon the collateral by such Pledgee) and agree to be bound by the terms and provisions of this Agreement. Upon delivery The rights of a Pledgee under this Section 17 shall remain effective as to Lender, the Pledged Securities shall be accompanied by executed stock powers in blank and by such other instruments or documents as Lender or its counsel may reasonably request. Each delivery of certificates for such Pledged Securities shall be accompanied by a schedule showing the number of shares non-pledging Holder (and the numbers of Servicer) unless and until such Pledgee shall have notified such non-pledging Holder (and the certificates theretofore and then Servicer, as applicable) in writing that its interest in the pledged hereunder, which schedule shall be attached hereto as Schedule A and made a part hereof. Each schedule so delivered shall supersede any prior schedule so deliveredNote has terminated.

Pledge. (a) As collateral security for the payment full and prompt performance in full of all Indebtedness (collectively the “Pledge Obligations”), Pledgor hereby pledges, hypothecates, collaterally assigns, transfers, sets over pledges and delivers unto grants to Lender, and hereby grants to Lender a first lien security interest in, in the collateral described in Schedule APledged Equity (the “Collateral”), together with whatever is receivable or received when the Collateral or proceeds thereof are sold, collected, exchanged or otherwise disposed of, whether such disposition is voluntary or involuntary, and all cashproceeds thereof, dividends and distributions thereon, additions thereto and substitutions therefor, including all new or substituted or additional securities equity, other securities, cash or other properties distributed with respect to the foregoing stock or other securities subject to this Agreement, whether as a result of merger, consolidation, dissolution, reorganization, recapitalization, interest payment, stock split, stock dividend, other dividend or distribution, reclassification, redemption or any other change declared or made in the Borrower’s capital structure (collectively, the “Proceeds”), such Proceeds to be held by L▇▇▇▇▇ in the same manner as the property originally pledged hereunder, except as otherwise provided in Section 3. The Collateral and the Proceeds are herein collectively referred to as the “Pledged Collateral.” (b) Upon Pledgor’s acquisition of any additional membership interest or other securities of the Borrower, Pledgor shall execute and deliver a Supplement to Pledge Agreement, substantially in the form of Exhibit B, representing such membership interests or other securities, which shall thereupon become Collateral for purposes of this Agreement. (c) If the Pledged Collateral is at any time represented by certificates or instruments, Pledgor shall deliver them to Lender to be held pursuant hereto and shall be in suitable form for transfer by delivery, or shall be accompanied by duly executed instruments of transfer or assignment in blank, all in form and substance reasonably satisfactory to Lender. After the occurrence and during the continuation of an Event of Default beyond any applicable notice and cure period, Lender shall have the right at any time to exchange certificates or instruments representing or evidencing Pledged Collateral in its possession for certificates or instruments of smaller or larger denominations. (d) At any time and from time to time receivable or otherwise distributable in respect ofduring the continuation of an Event of Default beyond any applicable notice and cure period, in exchange for, or in substitution for Lender may cause any and all such pledged securities (all such pledged securities, the proceeds thereof, cash, dividends, additional securities and other property now or hereafter pledged hereunder are hereinafter collectively called the “Pledged Securities”); TO HAVE AND TO HOLD of the Pledged Securities, together with all rights, titles, interests, powers, privileges and preferences pertaining Collateral to be transferred into its name or incidental thereto, unto Lender, into the name of its successors and assigns; subject, however, nominee or nominees (subject to the terms, covenants revocable rights specified in Sections 2 and conditions hereinafter set forth. Pledgee agrees to hold the Pledged Securities to secure the payment of the Obligations and shall not encumber or otherwise dispose of such Pledged Securities except in accordance with the terms and provisions of this Agreement. Upon delivery to Lender, the Pledged Securities shall be accompanied by executed stock powers in blank and by such other instruments or documents as Lender or its counsel may reasonably request. Each delivery of certificates for such Pledged Securities shall be accompanied by a schedule showing the number of shares and the numbers of the certificates theretofore and then pledged hereunder, which schedule shall be attached hereto as Schedule A and made a part hereof. Each schedule so delivered shall supersede any prior schedule so delivered3).

Pledge. As collateral security for the payment and performance in full of the Secured Obligations, Pledgor each Grantor hereby pledgestransfers, grants, bargains, sells, conveys, hypothecates, assigns, transferspledges, sets over over, endorses over, and delivers unto Lenderthe Agent, and hereby grants to Lender the Agent, for the benefit of the Banks, a first lien security interest in, (a) the collateral described promissory notes, instruments and other obligations listed in Schedule AI annexed hereto next to such Grantor's name (the "Initial Pledged Securities") and any additional promissory notes, instruments and other obligations of the obligor listed in Schedule I annexed hereto obtained in the future by any Grantor (collectively, the Initial Pledged Securities together with all such additional promissory notes, instruments and other obligations pledged in the future and all other consideration paid by Great Lakes to any Grantor in connection with the purchase by Great Lakes of certain receivables and other property under the Receivables Agreement, the "Pledged Securities"), and (b) subject to Section 5 below, all proceeds thereof and of the Pledged Securities, including, without limitation, all cash, additional securities or other property at any time and from time to time receivable or otherwise distributable distributed in respect of, of or in exchange for, or in substitution for any and of or all such pledged securities Pledge Securities (all such pledged securities, the proceeds thereof, cash, dividends, additional securities items referred to in clauses (a) and other property now or hereafter pledged hereunder are hereinafter (b) being collectively called the “Pledged Securities”"Collateral"); TO HAVE AND TO HOLD the Pledged Securities, together with all rights, titles, interests, powers, privileges and preferences pertaining or incidental thereto, unto Lender, its successors and assigns; subject, however, to the terms, covenants and conditions hereinafter set forth. Pledgee agrees to hold the Pledged Securities to secure the payment of the Obligations and shall not encumber or otherwise dispose of such Pledged Securities except in accordance with the terms and provisions of this Agreement. Upon delivery to Lenderthe Agent, any securities now or hereafter included in the Collateral including, without limitation, the Pledged Securities (the "Securities Collateral") shall be accompanied by executed stock powers in blank undated instruments of transfer satisfactory to the Agent and by such other instruments or and documents as Lender or its counsel the Agent may reasonably request. Each delivery of certificates for such Pledged Securities Collateral shall be accompanied by a schedule Schedule showing the number of shares and the numbers a description of the certificates securities theretofore and then being pledged hereunder, which schedule shall be attached hereto as Schedule A I and made a part hereof. Each schedule so delivered shall supersede any prior schedule schedules so delivered.

Pledge. As collateral security for the payment and performance in full of the Secured Obligations, Pledgor the Grantor hereby pledges, hypothecates, assigns, transfers, sets over pledges and delivers unto Lenderthe Agent, and hypothecates to the Agent, all of the Grantor's right, title and interest in and to, (a) the 2,000 Class A shares in the capital of CCM Holdings (1983) Inc./Gestion CCM (1983) Inc. ("CCM") owned by the Grantor (the "Initial Pledged Stock") represented by certificate no. 5, and hereby grants hypothecates in favor of the Agent any additional shares of the capital of, and all securities convertible into and warrants, options and other rights to Lender a first lien security interest inpurchase or otherwise acquire, shares in the capital of CCM or any corporation successor thereto pursuant to an amalgamation or other reorganization, obtained in the future by the Grantor (collectively, the collateral described in Schedule A, Initial Pledged Stock together with all such additional shares and securities pledged in the future, the "Pledged Stock") and (b) subject to Section 5 below, all proceeds thereof and of the Pledged Stock, including, without limitation, all cash, additional dividends, securities or other property at any time and from time to time receivable or otherwise distributable distributed in respect of, of or in exchange forpursuant to a purchase, redemption, conversion or in substitution cancellation or other transformation for any of or all such Pledged Stock, and all such pledged securities accessions and substitutions thereto (all such pledged securities, the proceeds thereof, cash, dividends, additional securities items referred to in clauses (a) and other property now or hereafter pledged hereunder are hereinafter (b) being collectively called the “Pledged Securities”"Collateral"); TO HAVE AND TO HOLD the Pledged Securities, together with all rights, titles, interests, powers, privileges and preferences pertaining or incidental thereto, unto Lender, its successors and assigns; subject, however, to the terms, covenants and conditions hereinafter set forth. Pledgee agrees to hold the Pledged Securities to secure the payment of the Obligations and shall not encumber or otherwise dispose of such Pledged Securities except in accordance with the terms and provisions of this Agreement. Upon delivery to Lenderthe Agent, all securities now or hereafter included in the Collateral including, without limitation, the Pledged Securities Stock shall be accompanied by an undated stock power, duly executed stock powers in blank or another instrument of transfer satisfactory to the Agent and by such other instruments or and documents as Lender or its counsel the Agent may reasonably request. Each delivery of certificates for such Pledged Securities Stock shall be accompanied by a schedule showing the number of shares and the numbers a description of the certificates securities theretofore and then being pledged hereunder, which schedule shall be attached hereto as Schedule A I and made a part hereof. Each schedule so delivered shall supersede any prior schedule schedules so delivered. The amount of the hypothec granted hereby shall be $150,000,000 in lawful money of Canada, with interest at the rate of 25% per annum.

Pledge. As collateral security for the full and timely payment and performance in full of the ObligationsDebt in accordance with the terms thereof and of the Note and other agreements now or hereafter evidencing the Debt, together with Pledgor's obligations hereunder and all amounts that may be due and owing hereunder, the Pledgor (a) hereby pledges, hypothecates, assigns, transfers, sets over pledges and delivers unto Lenderhypothecates the Collateral to the Pledgees and (b) agrees that the Pledgees shall have, and hereby grants to Lender and creates in favor of the Pledgees, a first lien second priority security interest inunder the Code in and to the Collateral. THE SECURITY INTEREST AND PLEDGE TO THE PLEDGEES HEREUNDER IS SUBORDINATE TO THE LIEN IN FAVOR OF SENIOR LENDER, WHICH SHALL HAVE POSSESSION OF THE COLLATERAL IN ACCORDANCE WITH AND UNDER THE SENIOR DEBT DOCUMENTS UNTIL THE SENIOR DEBT DOCUMENTS HAVE BEEN TERMINATED OR THE COLLATERAL IS OTHERWISE RELEASED FROM THE LIEN OF THE SENIOR LENDER. Upon such termination or release of the collateral described in Schedule ACollateral by the Senior Lender, Pledgor authorizes and directs the Senior Lender to deliver possession of the Collateral to Pledgees, together with such other documents as may be necessary to perfect the proceeds thereof security interest of Pledgees therein. Pledgor further agrees that Pledgees may file or record, at the cost and all cashexpense of Pledgor, additional securities this Agreement or other property at any time notice in the form of financing statements and from time such other documents, including extensions and renewals as may be necessary to time receivable or otherwise distributable perfect and continue the perfection of the security interest of Pledgees in respect of, in exchange for, or in substitution for any and all such pledged securities (all such pledged securities, the proceeds thereof, cash, dividends, additional securities and other property now or hereafter pledged hereunder are hereinafter collectively called the “Pledged Securities”); TO HAVE AND TO HOLD the Pledged Securities, together with all rights, titles, interests, powers, privileges and preferences pertaining or incidental thereto, unto Lender, its successors and assigns; subject, however, to the termsCollateral. So long as no Event of Default has occurred and is continuing, covenants and conditions hereinafter set forth. Pledgee agrees to Pledgees shall hold the Pledged Securities to secure the payment of the Obligations Collateral as collateral security hereunder and shall not encumber transfer, assign or otherwise dispose of such Pledged Securities except in accordance with the terms and provisions of this Agreement. Upon delivery to Lender, the Pledged Securities shall be accompanied by executed stock powers in blank and by such other instruments or documents as Lender or its counsel may reasonably request. Each delivery of certificates for such Pledged Securities shall be accompanied by a schedule showing the number of shares and the numbers of the certificates theretofore and then pledged hereunder, which schedule shall be attached hereto as Schedule A and made a part hereof. Each schedule so delivered shall supersede any prior schedule so deliveredinterest therein.

Pledge. As Each Pledgor hereby pledges to the Secured Party all of the shares of company interest in the Subtenants (the “Pledged Shares”) and all other shares of company interest in the Subtenants in which such Pledgor may have rights from time to time and any other securities or other investment property and other collateral of such Pledgor now owned or hereafter acquired which under this Agreement are required to be pledged to the Secured Party, and in each case, all certificates representing such Pledged Shares or other investment property or collateral, and all rights, options, warrants, stock or other securities or other property which may hereafter be received, receivable or distributed in respect of the Pledged Shares, together with all proceeds of the foregoing, including, without limitation, all dividends, cash, notes, securities or other property from time to time acquired, receivable or otherwise distributed in respect of, or in exchange for, the foregoing, (the Pledged Shares and any additional securities or collateral pledged hereunder, collectively, the “Pledged Collateral”), and such Pledgor hereby grants to the Secured Party a security interest in all of the Pledged Collateral and the proceeds thereof as security for the due and punctual payment and performance of the Secured Obligations (as hereinafter defined). Each Pledgor has delivered to and deposited with the Secured Party any and all certificates or other instruments representing the Pledged Collateral (if any) and undated company interest share powers endorsed in blank, as security for the payment and performance in full of all of the Secured Obligations. If in the future any Pledgor possesses or controls any other certificates or other instruments representing the Pledged Collateral, such Pledgor hereby pledges, hypothecates, assigns, transfers, sets over shall immediately and delivers unto Lender, and hereby grants without notice deliver the same to Lender a first lien security interest in, the collateral described in Schedule A, Secured Party together with the proceeds thereof and all cashundated company interest share powers endorsed in blank, additional securities or other property at any time and from time to time receivable or otherwise distributable in respect of, in exchange for, or in substitution as security for any and all such pledged securities (all such pledged securities, the proceeds thereof, cash, dividends, additional securities and other property now or hereafter pledged hereunder are hereinafter collectively called the “Pledged Securities”); TO HAVE AND TO HOLD the Pledged Securities, together with all rights, titles, interests, powers, privileges and preferences pertaining or incidental thereto, unto Lender, its successors and assigns; subject, however, to the terms, covenants and conditions hereinafter set forth. Pledgee agrees to hold the Pledged Securities to secure the payment and performance of all of the Obligations and shall not encumber or otherwise dispose of such Pledged Securities except in accordance with the terms and provisions of this Agreement. Upon delivery to Lender, the Pledged Securities shall be accompanied by executed stock powers in blank and by such other instruments or documents as Lender or its counsel may reasonably request. Each delivery of certificates for such Pledged Securities shall be accompanied by a schedule showing the number of shares and the numbers of the certificates theretofore and then pledged hereunder, which schedule shall be attached hereto as Schedule A and made a part hereof. Each schedule so delivered shall supersede any prior schedule so deliveredSecured Obligations.

Pledge. As collateral security for the payment and performance in full of the ObligationsObligations (as hereinafter defined), Pledgor hereby pledges, hypothecates, assigns, transfers, sets over and delivers unto Lender, and hereby grants to Lender a first lien security interest in, the collateral described in Schedule AA hereto, together with the proceeds thereof and all cash, additional securities or other property at any time and from time to time receivable or otherwise distributable in respect of, in exchange for, or in substitution for any and all such pledged securities (all such pledged securities, the proceeds thereof, cash, dividends, additional securities and other property now or hereafter pledged hereunder are hereinafter collectively called the “"Pledged Securities”"); TO HAVE AND TO HOLD the Pledged Securities, together with all rights, titles, interests, powers, privileges and preferences pertaining or incidental thereto, unto Lender, its successors and assigns; subject, however, to the terms, covenants and conditions hereinafter set forth. Pledgee agrees to hold the Pledged Securities to secure the payment of the Obligations and shall not encumber or otherwise dispose of such Pledged Securities except in accordance with the terms and provisions of this Agreement. Upon delivery to Lender, the Pledged Securities shall be accompanied by executed stock powers in blank blank, stock pledge letters and by such other instruments or documents as Lender or its counsel may reasonably requeststock proxies. Each delivery of certificates for such Pledged Securities shall be accompanied by a schedule showing the number of shares and the numbers of the certificates theretofore and then pledged hereunder, which schedule shall be attached hereto as Schedule A and made a part hereof. Each schedule so delivered shall supersede any prior schedule so delivered.

Pledge. As collateral security for (a) Pledgor hereby assigns to Pledgee as partial payments under the payment and performance in full Note all periodic payments/distributions that Pledgor receives from the Company as the sole Member of the Obligations, Company (the “Periodic Distributions”). The Periodic Distributions shall be delivered to Pledgee by the Company and applied to the outstanding balance of the Note. (b) Pledgor hereby pledges, hypothecatesassigns and grants a security interest to Pledgee of 100% of the Pledged Interest as security for the full and faithful performance of all of the Obligations (as defined below). (c) Upon the occurrence of an Event of Default (as defined below), assignsPledgee shall have the rights and remedies provided under the Uniform Commercial Code in force in the Commonwealth of Massachusetts as of the date of this Pledge Agreement and, transfersin connection therewith, sets over Pledgee may, upon no less than ten (10) days’ written notice to Pledgor, sent by certified mail, return receipt requested, with all fees prepaid, sell any of the Pledged Interest in a commercially reasonable manner and delivers unto Lenderfor such price as Pledgee may determine in a commercially reasonable manner, subject to applicable law at a commercially reasonable public sale. Pledgee shall be free to purchase all or any part of the Pledged Interest in Pledgee’s sole discretion. To the extent of available sale proceeds, Pledgee may retain an amount equal to that owed to Pledgee by Pledgor pursuant to this Pledge Agreement, and hereby grants to Lender a first lien security interest in, the collateral described in Schedule A, together with the proceeds thereof and all cash, additional securities or other property at any time and from time to time receivable or otherwise distributable in respect of, in exchange for, or in substitution for any and all such pledged securities other instruments evidencing and securing the Obligations, plus the reasonable expenses of the sale, and shall promptly pay any balance of the sale proceeds, if any, to Pledgor. (all such pledged securitiesd) Expenses of enforcing Pledgee’s rights hereunder including, but not limited to, preparation for sale, selling or the proceeds thereof, cash, dividends, additional securities like and Pledgee’s reasonable attorneys’ fees and other property now or hereafter pledged hereunder are hereinafter collectively called expenses, shall be payable by Pledgor and shall be secured hereby. (e) All of the “Pledged Securities”); TO HAVE AND TO HOLD agreements, obligations, undertakings, representations and warranties herein made by Pledgor shall inure to the Pledged Securities, together with all rights, titles, interests, powers, privileges benefit of Pledgee and preferences pertaining or incidental thereto, unto Lender, its respective successors and assigns; subject, however, to the terms, covenants and conditions hereinafter set forth. Pledgee shall bind Pledgor and his successors and assigns. (f) Pledgor agrees to hold execute any other instrument that Pledgee may deem necessary or desirable to effectuate the Pledged Securities to secure the payment of the Obligations and shall not encumber or otherwise dispose of such Pledged Securities except in accordance with the terms and provisions purposes of this Pledge Agreement. Upon delivery to Lender, the Pledged Securities shall be accompanied by executed stock powers in blank Pledgee’s reasonable discretion, including, without limitation, UCC financing and by such other instruments or documents as Lender or its counsel may reasonably request. Each delivery of certificates for such Pledged Securities shall be accompanied by a schedule showing the number of shares and the numbers of the certificates theretofore and then pledged hereunder, which schedule shall be attached hereto as Schedule A and made a part hereof. Each schedule so delivered shall supersede any prior schedule so deliveredcontinuation statements.

Pledge. As collateral By this Agreement and as security for the payment and performance in full of the Secured Obligations owed by it, the Pledgor hereby collaterally pledges to the Bank, assigns by way of security to the Bank and grants to the Bank a security interest in all of the following, whether now existing or hereafter arising (the “Pledged Collateral”): (a) all right, title and interest of the Pledgor: (i) in and to the Capital Commitments and unfunded Capital Commitments of the Investors, and (ii) under the Operative Documents, the Subscription Agreements and the Side Letters in respect of the Capital Commitments and unfunded Capital Commitments of the Investors, and all of the rights, powers and privileges it may have thereunder: (x) to call, request or make demand upon any Investor for all or any portion of any contributions or funds subject to an unfunded Capital Commitment under the Operative Documents, the Subscription Agreements, or otherwise, (y) to collect and control any contributions or funds subject to, or paid or delivered in fulfillment of, an unfunded Capital Commitment, including the right to apply such funds against any of the Secured Obligations, Pledgor hereby pledges, hypothecates, assigns, transfers, sets over and delivers unto Lender, and hereby grants (z) to Lender a first lien security interest in, the collateral described in Schedule A, together with the proceeds thereof and all cash, additional securities or other property at any time and from time to time receivable or otherwise distributable in respect of, in exchange for, or in substitution for take any and all actions necessary or desirable to collect contributions or funds subject to such pledged securities (all such pledged securitiesunfunded Capital Commitments that may be available under the Operative Documents, the proceeds thereofSubscription Agreements or at law or equity, cashincluding without limitation the right to bring enforcement or collection actions against any Investor or other party that may be liable therefor; (b) all of the Pledgor’s rights, dividendsremedies, additional securities powers and authorities under the Operative Documents and Subscription Agreements to issue and deliver Capital Call Notices, and all collection and enforcement rights with respect to the Capital Call Notices; (c) all of the Pledgor’s claims and causes of action arising under or otherwise relating to the Operative Documents or Subscription Agreements in respect of the Capital Commitments and unfunded Capital Commitments, whether now accrued or hereafter accruing; (d) the Controlled Bank Account (including the money, funds and other property now deposited therein); (e) all books and records pertaining to any of the foregoing (regardless of the medium of recording or hereafter pledged hereunder are hereinafter collectively called the “Pledged Securities”storage); TO HAVE AND TO HOLD the Pledged Securities, together with all rights, titles, interests, powers, privileges and preferences pertaining or incidental thereto, unto Lender, its successors and assigns; subject, however, to the terms, covenants and conditions hereinafter set forth. Pledgee agrees to hold the Pledged Securities to secure the payment of the Obligations Pledgor’s right, title and shall not encumber interest in and to all computer software required to utilize, create, maintain and process any such records or otherwise dispose of such Pledged Securities except data on electronic media in accordance connection with the terms and provisions of this Agreement. Upon delivery pertaining to Lender, the Pledged Securities shall be accompanied by executed stock powers in blank and by such other instruments or documents as Lender or its counsel may reasonably request. Each delivery of certificates for such Pledged Securities shall be accompanied by a schedule showing the number of shares and the numbers any of the certificates theretofore and then pledged hereunder, which schedule shall be attached hereto as Schedule A and made a part hereof. Each schedule so delivered shall supersede any prior schedule so deliveredforegoing; and (f) all Proceeds (whether Cash Proceeds or Noncash Proceeds) of the foregoing property.

Pledge. (a) As collateral security for the payment and performance in full of the Obligations, Pledgor hereby delivers, deposits, pledges, hypothecatestransfers and assigns to GS Inc., assigns, transfers, sets over and delivers unto Lenderin form transferable by delivery, and hereby grants to Lender creates for the benefit of GS Inc. a perfected first lien priority security interest in, the collateral described Pledged Shares (and all certificates or other instruments or documents evidencing the Pledged Shares) and the Substituted Cash, if any, and, in Schedule Aeach case, except as set forth in Sections 1(c) and 2(a), all proceeds thereof (together with the proceeds thereof and all cash, additional any securities or property to be delivered to GS Inc. pursuant to Section 2(b) and, upon substitution or delivery in accordance with Section 1(b), any Substitute Collateral, the "Collateral"). Pledgor herewith delivers with respect to Pledged Shares to GS Inc. appropriate undated security transfer powers duly executed in blank (or other property at documents deemed necessary or appropriate by GS Inc. to give GS Inc. control (as defined in the Uniform Commercial Code of the State of New York (the "UCC"))) (such transfer powers and other appropriate documents, the "Control Documents") of the Pledged Shares, and will immediately deliver Control Documents requested by GS Inc. for all other securities included within the Collateral to be pledged hereunder from time to time. (b) During the term of this Agreement, Pledgor may substitute for any time Pledged Shares (other than, subject to Section 2(f), Pledged Shares included in the 25% Collateral that Pledgor is required pursuant to Section 4(b)(iv) of such Pledgor's Partner Agreement to own for so long as Pledgor is employed by Acquiror or any of its Affiliates) readily marketable direct obligations of the United States, any agency thereof, or any triple-A rated sovereign, shares of Common Stock, or other collateral; provided that any such other collateral may only be substituted if such collateral is acceptable to GS Inc. in its sole and absolute discretion (collateral other than Pledged Shares, the "Substitute Collateral") with a Fair Market Value on the date of substitution equal to or greater than the Fair Market Value on such date of the Pledged Shares to be released in exchange therefor. Upon such substitution, the Pledged Shares replaced by such Substitute Collateral shall be released from the pledge hereunder. (c) If Pledgor is not prohibited from doing so by the terms of the Purchase Agreement, such Pledgor's Partner Agreement, the Shareholders' Agreement dated as of May 7, 1999, among GS Inc. and the individuals listed on Annex A thereto, as in effect from time to time receivable (the "Shareholders' Agreement"), any other written agreement with GS Inc. or otherwise distributable in respect ofthe Firm, in exchange forthe Securities Laws, or any law or regulation or Firm policy (collectively, the "Restrictions"), this Agreement shall not prohibit Pledgor from disposing of Pledged Shares; provided, that such disposition shall be made expressly subject to the pledge and all of GS Inc.'s rights hereunder, that the provisions of this Agreement shall (including Section 1(a)) apply to all proceeds of such disposition and that such disposition shall be permitted only if GS Inc. shall have determined that such disposition will not result in substitution the loss for any period by GS Inc. of the perfection of its first priority security interest in such proceeds; provided, further, that the proceeds of such disposition are cash, Substitute Collateral, Tender or Exchange Offer Consideration or a combination thereof, with an aggregate Fair Market Value on the date of such disposition equal to or greater than the Fair Market Value on such date of the Pledged Shares so disposed; and provided that any such Substitute Collateral or Tender or Exchange Offer Consideration must be acceptable to GS Inc. in its sole and absolute discretion. Pledgor shall give GS Inc. prior written notice of any proposed transaction under this Section 1(c). For purposes of this Agreement, "Tender or Exchange Offer Consideration" means the consideration issuable for Pledged Shares pursuant to any tender or exchange offer that has been approved and recommended by the Board of Directors of GS Inc. in which Pledgor is not prohibited from participating by the Restrictions. Upon the pledge of all such pledged securities (all such pledged securities, the proceeds thereof, cash, dividends, additional securities and other property now or hereafter pledged hereunder are hereinafter collectively called the “Pledged Securities”); TO HAVE AND TO HOLD the Pledged Securities, together with all rights, titles, interests, powers, privileges and preferences pertaining or incidental thereto, unto Lender, its successors and assigns; subject, however, to the terms, covenants and conditions hereinafter set forth. Pledgee agrees to hold the Pledged Securities to secure the payment of the Obligations and shall not encumber or otherwise dispose of such Pledged Securities except disposition in accordance with the terms and provisions of this Agreement. Upon delivery to LenderSection 1(c), the Pledged Securities Shares so disposed shall be accompanied by executed stock powers in blank and by such other instruments or documents as Lender or its counsel may reasonably request. Each delivery of certificates for such Pledged Securities shall be accompanied by a schedule showing released from the number of shares and the numbers of the certificates theretofore and then pledged pledge hereunder, which schedule shall be attached hereto as Schedule A and made a part hereof. Each schedule so delivered shall supersede any prior schedule so delivered.

Pledge. (a) As collateral security for the payment and performance in full of the Secured Obligations, Pledgor the Grantor hereby pledgestransfers, grants, bargains, sells, conveys, hypothecates, assigns, transferspledges, sets over over, endorses over, and delivers unto Lenderthe Agent, and hereby grants grants, on a non-recourse basis, to Lender the Agent, for its own benefit and for the benefit of the Lenders, a first lien security interest in, all right, title and interest of the collateral described Grantor in and to the following, whether now owned or hereafter acquired (collectively, the "Collateral"): (a) the Senior Notes previously repurchased by the Grantor, not resold by the Grantor, and listed on Schedule AI attached hereto; (b) any additional Senior Notes which are repurchased by the Grantor, together with not resold by the Grantor, and not retired; and (c) subject to Section 5 below and the terms and conditions of the Amended Credit Agreement, all proceeds thereof and of the foregoing, including, without limitation, all cash, additional securities or other property at any time and from time to time receivable or otherwise distributable distributed in respect of, of or in exchange for, or in substitution for any and of or all such pledged securities (all such pledged securities, the proceeds thereof, cash, dividends, additional securities and other property now or hereafter pledged hereunder are hereinafter collectively called the “Pledged Securities”); TO HAVE AND TO HOLD the Pledged Securities, together with all rights, titles, interests, powers, privileges and preferences pertaining or incidental thereto, unto Lender, its successors and assigns; subject, however, to the terms, covenants and conditions hereinafter set forth. Pledgee agrees to hold the Pledged Securities to secure the payment of the Obligations and shall not encumber or otherwise dispose of such Pledged Securities except in accordance with the terms and provisions of this Agreement. Upon delivery to Lender, the Pledged Securities shall be accompanied by executed stock powers in blank and by such other instruments or documents as Lender or its counsel may reasonably requestforegoing. Each delivery repurchase by the Grantor of certificates for such Pledged Securities Senior Notes after the date hereof shall be accompanied by a schedule showing the number of shares and the numbers a description of the certificates instruments theretofore and then being pledged hereunder, which schedule shall be attached hereto as Schedule A I and made a part hereof. Each schedule so delivered shall supersede any prior schedule schedules so delivered. (b) It is understood and agreed that it is the intention of the foregoing that this Agreement is a non-recourse obligation and that the Agent's rights to recover against the Grantor with respect to the Secured Obligations (including, without limitation the Agent's reasonable fees and out-of-pocket expenses pursuant to Section 14 hereof) shall be strictly limited to the Collateral only, and the Agent, the Co-Agent and the Lenders shall have no rights or remedies against, or recourse to, the Grantor with respect to any of the Secured Obligations. It is understood and agreed that the Grantor is the beneficial owner of the Collateral and holds legal title in and to the Collateral (subject to the security interest granted hereby).

Pledge. As collateral security for To secure the payment and performance in full of the ObligationsSecured Obligations as hereinafter defined), the Pledgor hereby pledges, hypothecates, assigns, transfers, sets over and delivers unto LenderCoBank, and hereby grants to Lender CoBank, a first lien upon and a security interest inin (a) all capital stock of the Subsidiary, now owned or hereafter acquired by the Pledgor, and any other entity, of which the Pledgor now owns or hereafter acquires 25% or more of the issued and outstanding capital stock or voting securities (all such entities, collectively, the collateral described in Schedule A, together with the proceeds thereof "Pledged Subsidiaries") and all (b) any cash, additional shares or securities or other property at any time and from time to time receivable or otherwise distributable in respect of, in exchange for, or in substitution for Pledge Agreement/Globe Telecommunications Loan No. ML0883T1 distribution of, any and all such pledged securities stock and voting securities, together with the proceeds thereof (all such pledged shares, common stock, capital stock, securities, the cash, property and other proceeds thereof, cashcollectively, dividendsthe "Pledged Collateral"). For purposes of this Pledge Agreement, additional the term "securities" shall be deemed to include capital stock of corporations, partnership interests in general partnerships and any type of limited partnership and membership interests in limited liability companies, in each case whether certificated or uncertificated. All securities issued by the Pledged Subsidiaries and other property now or hereafter pledged hereunder owned by the Pledgor are hereinafter collectively called referred to as the “"Pledged Securities”); TO HAVE AND TO HOLD the Pledged Securities, together with all rights, titles, interests, powers, privileges and preferences pertaining or incidental thereto, unto Lender, its successors and assigns; subject, however, to the terms, covenants and conditions hereinafter set forth. Pledgee agrees to hold the Pledged Securities to secure the payment of the Obligations and shall not encumber or otherwise dispose of such Pledged Securities except in accordance with the terms and provisions of this Agreement". Upon delivery to LenderCoBank, (A) any certificated securities now or hereafter included in the Pledged Securities Collateral shall be accompanied by duly executed stock powers in blank and by such other instruments or documents as Lender CoBank or its counsel may reasonably request and (B) all other property comprising part of the Pledged Collateral shall be accompanied by proper instruments of assignment duly executed by the Pledgor and by such other instruments or documents as CoBank or its counsel may reasonably request. Each delivery of certificates for such Pledged Securities shall be accompanied by a schedule showing the number of shares and the numbers of the certificates therefor, theretofore and then being pledged hereunder, which schedule schedules shall be attached hereto as Schedule A 1 and ---------- made a part hereof. Each schedule so delivered shall supersede any prior schedule schedules so delivered. TO HAVE AND TO HOLD the Pledged Collateral, together with all rights, titles, interests, powers, privileges and preferences pertaining or incidental thereto, unto CoBank, its successors and assigns, forever, subject, however, to the terms, covenants and conditions hereinafter set forth. (i) the payment and performance of all obligations of the Borrowers under the Loan Agreement and any other Loan Document, including, without limitation, the payment of all principal, interest and other amounts becoming due and payable under that certain Promissory Note, dated of even date herewith, made by the Borrowers to CoBank in the principal face amount of $40,000,000 and (ii) the payment of all other indebtedness and the performance of all other obligations of the Borrowers to CoBank of every type and description, whether now existing or hereafter arising, fixed or contingent, as primary obligor or as guarantor or surety, acquired directly or by assignment or otherwise, liquidated or unliquidated, regardless of how they arise or by what agreement or instrument they may be evidenced, including, without limitation, all loans, advances and other extensions of credit and all covenants, agreements, and provisions contained in all loan and other agreements between the parties.

Pledge. As collateral security for To secure the payment and or performance in full of the Obligations, including, without limitation, the payment of all principal, interest and other amounts becoming due and payable, whether by acceleration or otherwise, under the Note and the performance by the Pledgor under the MCTC Limited Recourse Guaranty (collectively, including the Obligations, the "Secured Obligations"), the Pledgor hereby pledges, hypothecates, assigns, transfers, sets over and delivers unto LenderCoBank, and hereby grants to Lender CoBank a first lien upon and a security interest in, in (a) all now owned or hereafter acquired capital stock of the collateral described in Schedule A, together with the proceeds thereof Borrower; and all (b) any cash, additional shares or securities or other property at any 2 Pledge Agreement/MCTC Loan No. T0364 time and from time to time receivable or otherwise distributable in respect of, in exchange for, or in substitution for liquidation of, any and all such pledged securities stock, together with the proceeds thereof (all such pledged shares, capital stock, securities, the cash, property and other proceeds thereof, cashcollectively, dividends, additional securities and other property now or hereafter pledged hereunder are hereinafter collectively called the “"Pledged Securities”Collateral"); TO HAVE AND TO HOLD the Pledged Securities, together with all rights, titles, interests, powers, privileges and preferences pertaining or incidental thereto, unto Lender, its successors and assigns; subject, however, to the terms, covenants and conditions hereinafter set forth. Pledgee agrees to hold the Pledged Securities to secure the payment of the Obligations and shall not encumber or otherwise dispose of such Pledged Securities except in accordance with the terms and provisions of this Agreement. Upon delivery to LenderCoBank, (i) any securities now or hereafter included in the Pledged Securities Collateral (the "Pledged Securities") shall be accompanied by duly executed stock powers in blank and by such other instruments or documents as Lender CoBank or its counsel may reasonably request and (ii) all other property comprising part of the Pledged Collateral shall be accompanied by proper instruments of assignment duly executed by the Pledgor and by such other instruments or documents as CoBank or its counsel may reasonably request. Each delivery of certificates for such Pledged Securities shall be accompanied by a schedule showing the number of shares and the numbers of the certificates therefor, theretofore and then being pledged hereunder, which schedule schedules shall be attached hereto as Schedule A 1 and made a part hereof. Each schedule so delivered shall supersede any prior schedule schedules so delivered. TO HAVE AND TO HOLD the Pledged Collateral, together with all rights, titles, interests, powers, privileges and preferences pertaining or incidental thereto, unto CoBank, its successors and assigns, forever, subject, however, to the terms, covenants and conditions hereinafter set forth.

Pledge. As collateral security for the full and timely payment and performance in full of the ------ Note Obligations, the Pledgor hereby delivers, deposits, pledges, hypothecates, assigns, transfers, sets over transfers and delivers unto Lenderassigns to the Company, and hereby grants to Lender creates in the Company a first lien security interest inin all of the Pledgor's right, the collateral described in Schedule Atitle and interest on and to, together with the proceeds thereof all Pledged Options (or shares of Common Stock issued or issuable upon exercise thereof) and all certificates evidencing the Pledged Options (or shares of Common Stock issued or issuable upon exercise thereof) and other instruments or documents evidencing the same now owned by the Pledgor and all dividends, cash, additional securities or instruments and other property at any time and from time to time received, receivable or otherwise distributable distributed in respect of, of or in exchange for, or in substitution for any or all of the Pledged Options or such shares. The Pledged Options (together with any securities issued or issuable upon exercise thereof and all such pledged any other securities or property delivered to the Pledgor pursuant to Section 2(b) hereof (all such pledged securities, the proceeds thereof, cash, dividends, additional securities and other property now or hereafter pledged hereunder "Additional Securities")) are hereinafter collectively called referred to as the “"Pledged Securities”); TO HAVE AND TO HOLD ". The Pledgor hereby delivers to the Company appropriate undated security transfer powers duly executed in blank for the Pledged Securities, together with all rights, titles, interests, powers, privileges Securities set forth above and preferences pertaining or incidental thereto, unto Lender, its successors and assigns; subject, however, to the terms, covenants and conditions hereinafter set forth. Pledgee agrees to hold will deliver appropriate undated security transfer powers duly executed in blank for the Pledged Securities to secure be pledged hereunder from time to time hereafter. The Pledgor further agrees, with respect to the payment Additional Securities, to deliver written notice to each issuer of an Additional Security of the Obligations and shall not encumber or otherwise dispose pledge of such Pledged Securities except in accordance with security to the terms and provisions of this Agreement. Upon delivery to Lender, the Pledged Securities shall be accompanied by executed stock powers in blank and by such other instruments or documents as Lender or its counsel may reasonably request. Each delivery of certificates for such Pledged Securities shall be accompanied by a schedule showing the number of shares and the numbers of the certificates theretofore and then pledged hereunder, which schedule shall be attached hereto as Schedule A and made a part hereof. Each schedule so delivered shall supersede any prior schedule so deliveredCompany.

Pledge. As collateral security for the payment and performance in full of the Obligations, Pledgor hereby pledges, hypothecates, assigns, transfers, sets over and delivers unto Lender, and hereby grants to Lender a first lien security interest in, the collateral described in Schedule A, together with the proceeds thereof and all cash, additional securities or other property at any time and from time to time receivable or otherwise distributable in respect of, in exchange for, or in substitution for any and all such pledged securities (all such pledged securities, the proceeds thereof, cash, dividends, additional securities and other property now or hereafter pledged hereunder are hereinafter collectively called the “Pledged Securities”); TO HAVE AND TO HOLD the Pledged Securities, together with all rights, titles, interests, powers, privileges and preferences pertaining or incidental thereto, unto Lender, its successors and assigns; subject, however, to the terms, covenants and conditions hereinafter set forth. Pledgee agrees to hold the Pledged Securities In order to secure the full and punctual payment of the Secured Obligations and shall not encumber or otherwise dispose of such Pledged Securities except in accordance with the terms thereof, and to secure the performance of all the obligations of the Pledgor hereunder: (a) As of the Initial Closing (as defined in the Sale and Purchase Agreement), the Pledgor hereby collaterally assigns and pledges to the Secured Parties and grants to the Secured Parties a security interest in the Collateral. Contemporaneously with the execution and delivery hereof, (i) the Pledgor is delivering the Pledged Notes to ICI Finance, on behalf of the Secured Parties, in pledge hereunder and (ii) ICI Finance is delivering to the Pledgor a written acknowledgement of receipt of the Pledged Notes. (b) In the event that the Issuer at any time issues any additional or substitute notes to the Pledgor, or issues any other property in substitution for the Pledged Notes to the Pledgor, the Pledgor will immediately pledge and deposit with ICI Finance on behalf of the Secured Parties all such additional or substitute notes (or certificates or instruments evidencing such notes) or other property. Upon receipt of any additional or substitute notes (or certificates or instruments evidencing such notes) or other property, ICI Finance shall deliver to the Pledgor a written acknowledgement of receipt. All such additional or substitute notes and instruments constitute Pledged Notes and all such other property constitutes Collateral subject to all provisions of this Agreement. Upon delivery Back to LenderContents (c) The Security Interests are granted as security only and shall not subject the Secured Parties to, or transfer or in any way affect or modify, any obligation or liability of the Pledgor or any of its Subsidiaries with respect to any of the Collateral or any transaction in connection therewith. (d) The Pledgor will not create, incur, assume or permit to exist any Lien on the Collateral, other than pursuant hereto or with the consent of the Secured Parties (which consent shall not be unreasonably withheld), in favor of a third party for the sole purpose of discharging the Secured Obligations. If the validity or priority of this Agreement or of any rights, titles, security interests or other interests created or evidenced hereby or thereby shall be attacked, endangered or questioned, or if any legal proceedings are instituted with respect thereto, the Pledged Securities shall Pledgor will give prompt written notice thereof to the Secured Parties and at the Pledgor’s own cost and expense will diligently endeavor to cure any defect that may be accompanied by executed stock powers developed or claimed, and will take all necessary and appropriate steps for the defense of such legal proceedings. The Secured Parties (whether or not named as a party to legal proceedings with respect thereto) are hereby authorized and empowered to take such additional steps as in blank their sole judgment and by discretion may be reasonably necessary or proper for the defense of any such other instruments legal proceedings or documents as Lender the protection of the validity or its counsel may reasonably request. Each delivery priority of certificates for such Pledged Securities shall be accompanied by a schedule showing the number of shares this Agreement and the numbers rights, titles, security interests and other interests created or evidenced hereby or thereby. (e) The Pledgor will defend its title or interest to or in the Collateral against any and all Liens (other than the Lien created by this Agreement or Liens created prior to the Initial Closing) however arising, of all persons other than the certificates theretofore and then pledged hereunder, which schedule shall be attached hereto as Schedule A and made a part hereof. Each schedule so delivered shall supersede any prior schedule so deliveredSecured Parties or their respective Affiliates.

Pledge. As collateral security To secure the Obligations now or hereafter owed or to be performed by such Pledgor, the applicable Pledgor, as indicated below, does hereby grant and pledge to the Pledgee for the payment and performance in full benefit of the Obligations, Pledgor hereby pledges, hypothecates, assigns, transfers, sets over and delivers unto LenderSecured Parties, and does hereby grants to Lender create a continuing first lien priority security interest in favor of the Pledgee for the benefit of the Secured Parties in, all of its right, title and interest in and to the collateral described following, whether now existing or hereafter from time to time acquired (collectively, the “Collateral”): (a) in Schedule Athe case of each Pledgor listed on Annex F, the applicable Earnings Account held in its name, together with all of such Pledgor’s right, title and interest in and to all sums of property (including cash equivalents and other investments) now or at any time hereafter on deposit therein, credited thereto or payable thereon, and all instruments, documents and other writings evidencing the Earnings Accounts (collectively, the “Earnings Account Collateral”); (b) all Stock of each Subsidiary Guarantor (each a “Pledged Subsidiary”) owned by a Pledgor from time to time and all options and warrants owned by such Pledgor from time to time to purchase Stock of any such Pledged Subsidiary; (c) all Limited Liability Company Interests in any Pledged Subsidiary owned by such Pledgor from time to time and all of its right, title and interest in each limited liability company to which each such interest relates, whether now existing or hereafter acquired, including, without limitation, to the fullest extent permitted under the terms and provisions of the documents and agreements governing such Limited Liability Company Interests and applicable law: (A) all the capital thereof and its interest in all profits, losses, Limited Liability Company Assets and other distributions to which such Pledgor shall at any time be entitled in respect of such Limited Liability Company Interests; (B) all other payments due or to become due to such Pledgor in respect of Limited Liability Company Interests, whether under any limited liability company agreement or otherwise, whether as contractual obligations, damages, insurance proceeds thereof or otherwise; (C) all of such ▇▇▇▇▇▇▇’s claims, rights, powers, privileges, authority, options, security interests, liens and remedies, if any, under any limited liability company agreement or operating agreement, or at law or otherwise in respect of such Limited Liability Company Interests; ​ ​ ​ (D) all present and future claims, if any, of such Pledgor against any such limited liability company for moneys loaned or advanced, for services rendered or otherwise; (E) all of such Pledgor’s rights under any limited liability company agree­ment or operating agreement or at law to exercise and enforce every right, power, remedy, authority, option and privilege of such Pledgor relating to such Limited Liability Company Interests, including any power to terminate, cancel or modify any limited liability company agreement or operating agreement, to execute any instruments and to take any and all other action on behalf of and in the name of such Pledgor in respect of such Limited Liability Company Interests and any such limited liability company, to make determinations, to exercise any election (including, but not limited to, election of remedies) or option or to give or receive any notice, consent, amendment, waiver or approval, together with full power and authority to demand, receive, enforce, collect or receipt for any of the foregoing or for any Limited Liability Company Asset, to enforce or execute any checks, or other instruments or orders, to file any claims and to take any action in connection with any of the foregoing; and (F) all other property hereafter delivered in substitution for or in addition to any of the foregoing, all certificates and instruments representing or evidencing such other property and all cash, additional securities or securities, interest, dividends, rights and other property at any time and from time to time received, receivable or otherwise distributable distributed in respect of, of or in exchange for, or in substitution for any or all thereof; (d) all Partnership Interests in any Pledged Subsidiary owned by such Pledgor from time to time and all of its right, title and interest in each partnership to which each such pledged securities (all such pledged securitiesinterest relates, the proceeds thereof, cash, dividends, additional securities and other property whether now existing or hereafter pledged hereunder are hereinafter collectively called the “Pledged Securities”); TO HAVE AND TO HOLD the Pledged Securitiesacquired, together with all rightsincluding, titles, interests, powers, privileges and preferences pertaining or incidental thereto, unto Lender, its successors and assigns; subject, howeverwithout limitation, to the terms, covenants and conditions hereinafter set forth. Pledgee agrees to hold the Pledged Securities to secure the payment of the Obligations and shall not encumber or otherwise dispose of such Pledged Securities except in accordance with fullest extent permitted under the terms and provisions of this Agreement. Upon delivery the documents and agreements governing such Partnership Interests and applicable law: (A) all the capital thereof and its interest in all profits, losses, Partnership Assets and other distributions to Lenderwhich such Pledgor shall at any time be entitled in respect of such Partnership Interests; (B) all other payments due or to become due to such Pledgor in respect of such Partnership Interests, whether under any partnership agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise; (C) all of its claims, rights, powers, privileges, authority, options, security interests, liens and remedies, if any, under any partnership agreement or operating agreement, or at law or otherwise in respect of such Partnership Interests; (D) all present and future claims, if any, of such Pledgor against any such partnership for moneys loaned or advanced, for services rendered or otherwise; (E) all of such Pledgor’s rights under any partnership agreement or operating agreement or at law to exercise and enforce every right, power, remedy, authority, option and privilege of such Pledgor relating to such Partnership Interests, ​ ​ ​ including any power to terminate, cancel or modify any partnership agreement or operating agreement, to execute any instruments and to take any and all other action on behalf of and in the Pledged Securities shall be accompanied by executed stock powers name of any of such Pledgor in blank respect of such Partnership Interests and by any such partnership, to make determinations, to exercise any election (including, but not limited to, election of remedies) or option or to give or receive any notice, consent, amendment, waiver or approval, together with full power and authority to demand, receive, enforce, collect or receipt for any of the foregoing or for any Partnership Asset, to enforce or execute any checks, or other instruments or documents as Lender or its counsel may reasonably request. Each delivery of certificates for such Pledged Securities shall be accompanied by a schedule showing the number of shares orders, to file any claims and the numbers to take any action in connection with any of the foregoing; and (F) all other property hereafter delivered in substitution for or in addition to any of the foregoing, all certificates theretofore and then pledged hereunderinstruments representing or evidencing such other property and all cash, which schedule shall be attached hereto as Schedule A securities, interest, dividends, rights and made a part hereof. Each schedule so delivered shall supersede other property at any prior schedule so deliveredtime and from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all thereof; and (e) all Proceeds of any and all of the foregoing.

Pledge. As collateral security for To secure its obligation to pay the payment and performance Secured Claims (defined in full of Section 3 hereof), the Obligations, Pledgor hereby grants, bargains, pledges, hypothecatessells, assigns, transfers, sets over conveys, mortgages, warrants and delivers unto Lenderconfirms to the Collateral Agent, for the benefit of the Facility Owner and hereby grants to Lender the Owner Participant, a first lien security interest in, mortgage on, and pledge of, all of the collateral Pledgor's rights, title and interest in and to all securities, cash, instruments and other property delivered to the Collateral Agent on the Closing Date and described in Schedule A, together with the proceeds thereof below and all interest, securities, cash, additional securities or instruments and other property at any time and from time to time received, receivable or otherwise distributable distributed to it in respect ofthereto; all property into which such right, in exchange for, title and interest may be exchanged or in substitution for converted or reinvested; and all proceeds of any and all of the foregoing and, to the extent not otherwise included, all cash in respect of such pledged securities (all such pledged the "Collateral"). The Collateral delivered on the Closing Date shall consist of the securities, cash, instruments and other property described in Schedule 1 hereto. All securities and instruments delivered from time to time hereunder shall be registered in the name of, or book-entry notations in respect thereof shall be made for the benefit of, the Collateral Agent. The Pledgor hereby represents that the Collateral described in Schedule 1 are Qualifying Securities. The Collateral Agent acknowledges receipt of the Collateral in accordance with this Agreement and agrees to hold such Collateral and to apply such Collateral, including the proceeds thereof, cash, dividends, additional securities and other property now or hereafter pledged hereunder are hereinafter collectively called the “Pledged Securities”); TO HAVE AND TO HOLD the Pledged Securities, together with all rights, titles, interests, powers, privileges and preferences pertaining or incidental thereto, unto Lender, its successors and assigns; subject, however, to the terms, covenants and conditions hereinafter set forth. Pledgee agrees to hold the Pledged Securities to secure the payment of the Obligations and shall not encumber or otherwise dispose of such Pledged Securities except in accordance with the terms and provisions of this Agreement. Upon delivery The Pledgor shall have the right to Lenderreplace the Collateral, from time to time, with replacement Qualifying Securities, but only in accordance with the Pledged Securities shall be accompanied by executed stock powers in blank and by such other instruments or documents as Lender or its counsel may reasonably requestprovisions of Section 5 hereof. Each delivery of certificates for such Pledged Securities shall be accompanied by a schedule showing The Collateral Agent shall, at the number of shares and the numbers written direction of the certificates theretofore Pledgor, reinvest cash balances, including cash proceeds from maturing securities and then pledged hereunderfrom payments of interest and premiums on securities, which schedule shall be attached hereto as Schedule A and made a part hereof. Each schedule so delivered shall supersede any prior schedule so deliveredprovided herein.

Pledge. (a) As collateral security for the payment and performance or performance, as the case may be, in full of the US Revolving Facility Obligations, Pledgor hereby pledgesthe US Term Facility Obligations, hypothecatesthe US Miscellaneous Obligations and the Applicable Collateral Agent Obligations, assigns, transfers, sets over and delivers unto Lender, and each US Facilities Grantor hereby grants to Lender the Collateral Agent, its successors and assigns a first lien security interest in all such US Facilities Grantor's right, title and interest in, to and under the collateral described in Schedule AUS Facilities Pledged Collateral, together with the proceeds thereof to have and all cash, additional securities or other property at any time and from time to time receivable or otherwise distributable in respect of, in exchange for, or in substitution for any and hold all such pledged securities (all such pledged securities, the proceeds thereof, cash, dividends, additional securities and other property now or hereafter pledged hereunder are hereinafter collectively called the “US Facilities Pledged Securities”); TO HAVE AND TO HOLD the Pledged SecuritiesCollateral, together with all rightsright, titlestitle, interestsinterest, powers, privileges and preferences pertaining or incidental thereto, unto Lenderfor the benefit of the US Facilities Secured Parties, the US Miscellaneous Secured Parties and the Collateral Agent; subject, however, to the terms, covenants and conditions hereinafter set forth. (b) As security for the payment or performance, as the case may be, in full of the ABL Facilities Revolving Obligations the ABL Facilities Tranche A Term Obligations and the Applicable Collateral Agent Obligations, each US Facilities Grantor hereby grants to the Collateral Agent, its successors and assignsassigns a security interest in all such US Facilities Grantor's right, title and interest in, to and under the US Facilities Pledged Collateral, to have and to hold all such US Facilities Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, for the benefit of the ABL Facilities Secured Parties and the Collateral Agent; subject, however, to the terms, covenants and conditions hereinafter set forth. Pledgee agrees The ABL Facilities Secured Parties agree that the foregoing assignment, pledge and grant shall be on a junior, second priority basis and shall be subordinated as described in, and subject to, Article XI. (c) As security for the payment or performance, as the case may be, in full of the ABL Facilities Tranche B Term Obligations and the Applicable Collateral Agent Obligations, each US Facilities Grantor hereby grants to the Collateral Agent, its successors and assigns a security interest in all such US Facilities Grantor's right, title and interest in, to and under the US Facilities Pledged Collateral, to have and to hold all such US Facilities Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, for the Pledged Securities benefit of the ABL Facilities Secured Parties; subject, however, to secure the terms, covenants and conditions hereinafter set forth. The ABL Facilities Secured Parties agree that the foregoing assignment, pledge and grant shall be on a junior, third priority basis and shall be subordinated as described in, and subject to, Article XI. (d) As security for the payment or performance, as the case may be, in full of the European Facilities Revolving Obligations and shall not encumber the Applicable Collateral Agent Obligations, each US Facilities Grantor hereby grants to the Collateral Agent, its successors and assigns, effective upon the initial incurrence, issuance or otherwise dispose sale by the Company of Senior Subordinated-Lien Indebtedness, a security interest in all such US Facilities Grantor's right, title and interest in, to and under the US Facilities Pledged Securities except in accordance Collateral, to have and to hold all such US Facilities Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, for the terms benefit of the European Revolving Facility Secured Parties; subject, however, to the terms, covenants and provisions of this Agreementconditions hereinafter set forth. Upon delivery to LenderThe European Revolving Facility Secured Parties agree that the foregoing assignment, the Pledged Securities pledge and grant shall be accompanied by executed stock powers in blank on a junior, fourth priority basis and by such other instruments or documents as Lender or its counsel may reasonably request. Each delivery of certificates for such Pledged Securities shall be accompanied by a schedule showing the number of shares subordinated as described in, and the numbers of the certificates theretofore and then pledged hereundersubject to, which schedule shall be attached hereto as Schedule A and made a part hereof. Each schedule so delivered shall supersede any prior schedule so deliveredArticle XI.

Pledge. (a) As collateral security for the payment and performance in full of the Obligations, Pledgor each Grantor hereby pledgestransfers, grants, bargains, sells, conveys, hypothecates, assigns, transferspledges, sets over over, endorses over, and delivers unto Lenderthe Assignee, and hereby grants to Lender the Assignee, for the benefit of the Lenders and the Purchaser, a first lien Lien upon and a security interest in, all of such Grantor's right, title and interest in and to the collateral described following, in Schedule Aeach case whether now owned or existing or hereafter acquired or arising or in which such Grantor now has or at any time in the future may acquire any rights, together with title or interest (collectively, the proceeds thereof "Collateral"): (i) all Equity Interests; and (ii) any and all proceeds, as such term is defined in the Uniform Commercial Code of or from any of the foregoing including, without limitation, all cash, additional securities or other property at any time and from time to time receivable or otherwise distributable distributed in respect of, of or in exchange for, or in substitution for any and of or all such pledged securities (all such pledged securities, Equity Interests. Each Grantor authorizes the proceeds thereof, cash, dividends, additional securities and other property now or hereafter pledged hereunder are hereinafter collectively called Assignee to file financing statements under the “Pledged Securities”); TO HAVE AND TO HOLD Uniform Commercial Code describing the Pledged Securities, together with all rights, titles, interests, powers, privileges and preferences pertaining or incidental thereto, unto Lender, its successors and assigns; subject, however, to the terms, covenants and conditions hereinafter set forth. Pledgee agrees to hold the Pledged Securities to secure the payment of the Obligations and shall not encumber or otherwise dispose of such Pledged Securities except in accordance with the terms and provisions of this AgreementCollateral. Upon delivery to Lenderthe Assignee, any securities or other interests now or hereafter included in the Collateral including, without limitation, the Equity Interests (the "Pledged Securities Securities") shall be accompanied (in the case of Pledged Securities evidenced by certificates), by undated stock powers, undated equity interest powers or undated beneficial interest powers, as applicable, duly executed stock powers in blank or other instruments of transfer satisfactory to the Assignee and by such other instruments or and documents as Lender or its counsel the Assignee may reasonably request. Each delivery of certificates for such Pledged Securities shall be accompanied by a schedule showing the number of shares and the numbers a description of the certificates securities or other interests theretofore and then being pledged hereunder, which schedule shall be attached hereto as Schedule A I and made a part hereof. Each schedule so delivered shall supersede any prior schedule schedules so delivered. (b) If any Pledged Securities now or hereafter included in the Collateral, are "uncertificated securities" within the meaning of the Uniform Commercial Code or are otherwise not evidenced by any certificate or instrument, the Grantors will promptly notify the Assignee thereof and will promptly take and cause to be taken, and will (if the issuer of such uncertificated securities is a person other than a subsidiary of a Grantor) use its commercially reasonable efforts to cause the issuer to take, all actions required under Articles 8 and 9 of the Uniform Commercial Code and any other applicable law, to enable the Assignee to acquire "control" (within the meaning of such term under Section 8-106 (or its successor provision) of the Uniform Commercial Code) of such uncertificated securities and as may be otherwise necessary or deemed appropriate by the Assignee to perfect the security interest of the Assignee therein.

Pledge. As collateral (a) The Borrowers hereby grant a first-priority security interest in favor of the Collateral Agent for the benefit of the Lenders in and to the Loss Proceeds and the Loss Proceeds Account as security for the payment and performance in full of the Obligations, Pledgor hereby pledges, hypothecates, assigns, transfers, sets over and delivers unto Lender, and hereby grants to Lender a first lien security interest in, the collateral described in Schedule AIndebtedness, together with all rights of a secured party with respect thereto. The Borrowers shall execute any additional documents that the proceeds thereof Administrative Agent in its reasonable discretion may require and shall provide all cashother evidence reasonably requested by the Administrative Agent to evidence the Collateral Agent's first-priority security interest in the Loss Proceeds and the Loss Proceeds Account. (b) So long as no Event of Default shall be continuing, additional securities or other property at any time and the Borrowers shall be permitted to direct the investment of the funds from time to time receivable held in the Loss Proceeds Account in Permitted Investments and to sell and reinvest proceeds from the sale or otherwise distributable liquidation of Permitted Investments in respect ofother Permitted Investments, in exchange for, or in substitution for any and with all such pledged securities (all such pledged securities, proceeds and reinvestments to be held in the proceeds thereof, cash, dividends, additional securities and other property now or hereafter pledged hereunder are hereinafter collectively called the “Pledged Securities”)Loss Proceeds Account; TO HAVE AND TO HOLD the Pledged Securities, together with all rights, titles, interests, powers, privileges and preferences pertaining or incidental thereto, unto Lender, its successors and assigns; subjectprovided, however, to that the terms, covenants and conditions hereinafter set forth. Pledgee agrees to hold the Pledged Securities to secure the payment maturity of an adequate -------- ------- portion of the Obligations and Permitted Investments on deposit in the Loss Proceeds Account shall not encumber or otherwise dispose of be no later than the Business Day immediately preceding the date on which such Pledged Securities except in accordance with the terms and provisions of funds are required to be withdrawn therefrom pursuant to this Agreement. Upon delivery All income and gains from the investment of funds in the Loss Proceeds Account shall be credited to Lenderthe Loss Proceeds Account. As between the Borrowers and the Lenders, the Pledged Securities Borrowers shall treat all income, gains and losses from the investment of amounts in the Loss Proceeds Account as their income or loss for federal, state and local income tax purposes. (c) After the Loan and all other Indebtedness have been paid in full, at the request of the Borrowers, the Loss Proceeds Account shall be accompanied by executed stock powers in blank closed and by such other instruments or documents as Lender or its counsel may reasonably request. Each delivery of certificates for such Pledged Securities the balances, if any, therein shall be accompanied by a schedule showing paid to the number of shares and the numbers of the certificates theretofore and then pledged hereunder, which schedule shall be attached hereto as Schedule A and made a part hereof. Each schedule so delivered shall supersede any prior schedule so deliveredBorrowers.

Pledge. (a) As collateral security for the payment and performance in full of all the Secured Obligations, Pledgor the Grantor hereby pledges, hypothecatesassigns and grants to the Trustee for the ratable benefit of the Secured Parties, assignsa lien on and security interest in and to all of the right, transferstitle and interest of such Grantor in, sets over to and delivers unto Lenderunder the following property, wherever located, and hereby grants to Lender a first lien security interest in, the collateral described in Schedule A, together with the proceeds thereof and all cash, additional securities whether now existing or other property at any time and hereafter arising or acquired from time to time receivable (collectively, the “Collateral”): (i) 100% of the LLC Interests directly held and owned by the Grantor, as the sole member of GCI; and (ii) to the extent not covered by clause (i) of this sentence, all proceeds and products of the foregoing, all books and records at any time evidencing or otherwise distributable in respect relating to the foregoing, all supporting obligations related thereto, and all accessions to, substitutions and replacements for, and profits and products of, in exchange forthe foregoing, or in substitution for and any and all such pledged securities proceeds of any indemnity, warranty or guaranty payable to the Grantor from time to time with respect to the foregoing. (all such pledged securitiesb) Upon the occurrence and during the continuance of an Event of Default under the Indenture, the proceeds thereofTrustee shall have the right to receive all distributions, cashfees, dividends, additional securities compensation and other property now monies constituting or hereafter pledged hereunder are hereinafter collectively called payable with respect to the “Pledged Securities”); TO HAVE AND TO HOLD LLC Interests and the Pledged Securitiessame and the proceeds thereof shall be applied, together along with all rights, titles, interests, powers, privileges and preferences pertaining or incidental thereto, unto Lender, its successors and assigns; subject, howeverother stated payments due under the Indenture, to the terms, covenants and conditions hereinafter set forth. Pledgee agrees to hold the Pledged Securities to secure the payment of the Secured Obligations and shall not encumber or otherwise dispose of such Pledged Securities except in accordance with the terms Indenture until the Secured Obligations shall have been repaid in full. (c) Upon the occurrence and during the continuation of an Event of Default under the Indenture, following written notice by the Trustee (acting at the written direction of the Holders of not less than a majority in principal amount of the Outstanding Notes) to the Grantor: (i) all rights of the Grantor to receive the dividends, distributions and interest payments which it would otherwise be authorized to receive and retain with respect to the LLC Interests shall cease and all such rights shall thereupon be vested in the Trustee which shall then have the sole right to receive and hold such dividends, distributions and interest payments; and (ii) all dividends, distributions and interest payments which are received by the Grantor contrary to the provisions of the foregoing clause (i) shall be received in trust for the benefit of the Trustee, shall be segregated from other property or funds of the Grantor, and shall be forthwith paid over to the Trustee in the exact form received, to be held by the Trustee as further collateral security for the Secured Obligations. (d) Upon the occurrence and during the continuance of an Event of Default under the Indenture, and following written notice by the Trustee (acting at the written direction of the Holders of not less than a majority in principal amount of the Outstanding Notes) to the Grantor, all rights of the Grantor to exercise the voting and other consensual rights which it would otherwise be entitled to exercise with respect to the LLC Interests shall cease and all such rights shall thereupon become vested in the Trustee which shall then have the sole right to exercise such voting and other consensual rights. Notwithstanding any other provision of this Agreement. Upon delivery to Lender, the Pledged Securities Trustee shall not be accompanied deemed to assume any contractual obligation of the Grantor owing to any Person by executed stock powers in blank reason of this Agreement or a foreclosure by the Trustee on the LLC Interests, and such obligations shall remain the obligations of the Grantor. (e) The Trustee shall not be obligated to perform or discharge, nor does it hereby undertake to perform or discharge, any obligation, duty or liability imposed on the Grantor under or by such other instruments reason of any organizational document of the Grantor or documents as Lender or its counsel may reasonably request. Each delivery of certificates for such Pledged Securities shall be accompanied by a schedule showing the number of shares GCI, and the numbers Grantor does hereby agree to indemnify the Trustee for and to hold the Trustee harmless of the certificates theretofore and then pledged hereunderfrom any and all liability, loss, damage, tax, judgment, suit, penalty, cost, or expense (including, without limitation, fees, costs and expenses of any counsel, experts and agents) which schedule shall be attached hereto it may or might incur as Schedule A and made a part hereof. Each schedule so delivered shall supersede result of this Agreement or any prior schedule so deliveredsuch obligation, duty or liability or any action or claim relating thereto.

Pledge. As collateral security for the payment and performance in full of the Guaranteed Obligations, Pledgor each Grantor hereby pledgestransfers, grants, bargains, sells, conveys, hypothecates, assigns, transferspledges, sets over over, endorses over, and delivers unto Lenderthe Agent, and hereby grants to Lender the Agent, for the benefit of the Purchasers, a first lien security interest in, (a) the collateral described shares of capital stock listed in Schedule AI annexed hereto next to such Grantor's name (the "Initial Pledged Stock") and any additional shares of common stock of the issuer listed in Schedule I annexed hereto obtained in the future by the Grantors (collectively, the Initial Pledged Stock together with all such additional shares pledged in the future, the "Pledged Stock"), and (b) subject to Section 5 below, all proceeds thereof and of the Pledged Stock, including, without limitation, all cash, additional securities or other property at any time and from time to time receivable or otherwise distributable distributed in respect of, of or in exchange for, or in substitution for any and of or all such pledged securities Pledged Stock (all such pledged securities, the proceeds thereof, cash, dividends, additional securities items referred to in clauses (a) and other property now or hereafter pledged hereunder are hereinafter (b) being collectively called the “Pledged Securities”"Collateral"); TO HAVE AND TO HOLD the Pledged Securities, together with all rights, titles, interests, powers, privileges and preferences pertaining or incidental thereto, unto Lender, its successors and assigns; subject, however, to the terms, covenants and conditions hereinafter set forth. Pledgee agrees to hold the Pledged Securities to secure the payment of the Obligations and shall not encumber or otherwise dispose of such Pledged Securities except in accordance with the terms and provisions of this Agreement. Upon delivery to Lenderthe Agent, any securities now or hereafter included in the Collateral including, without limitation, the Pledged Securities Stock (the "Pledged Securities") shall be accompanied by executed undated stock powers duly executed in blank or other instruments of transfer satisfactory to the Agent and by such other instruments or and documents as Lender or its counsel the Agent may reasonably request. Each delivery of certificates for such Pledged Securities shall be accompanied by a schedule showing the number of shares and the numbers a description of the certificates securities theretofore and then being pledged hereunder, which schedule shall be attached hereto as Schedule A I and made a part hereof. Each schedule so delivered shall supersede any prior schedule schedules so delivered.

Pledge. As collateral security for (a) To secure the due payment and performance in full to the Bank of the Obligations, Pledgor hereby pledges, hypothecates, assigns, transfers, sets over and delivers unto Lender, and hereby grants to Lender a first lien security interest in, the collateral described in Schedule A, together with the proceeds thereof and all cash, additional securities amounts which may now or other property at any time and hereafter from time to time receivable or otherwise distributable in respect of, in exchange for, or in substitution for any and all such pledged securities (all such pledged securitiesbe owing by Borrower to Bank, the proceeds thereofSecured Obligations and to induce Bank to extend credit to Borrower under the Agreement or otherwise, cashfor valuable consideration, dividendsthe sufficiency and receipt of which are hereby acknowledged, additional securities Borrower hereby pledges, assigns and other property now or hereafter pledged hereunder are hereinafter collectively called transfers to Bank, and grants to Bank a continuing security interest in and to, all of the “Pledged Securities”); TO HAVE AND TO HOLD the Pledged SecuritiesCollateral, together with any other property delivered to Bank hereunder and all rightsadditions thereto and substitutions therefor and all cash proceeds thereof. (b) The Borrower will, titleson the date hereof, interestscreate and register a pledge over the Collateral through the book-entry system of TSCDC in favor of the Bank in accordance with the book-entry rules of TSCDC. It is hereby agreed by the parties hereto that the book entry regarding the pledge as contemplated hereby made by TSCDC as aforesaid shall replace the endorsement and delivery of physical share certificates evidencing the Collateral. (c) From time to time, powersthe Borrower shall do such things and execute such documents, privileges at its cost and preferences pertaining or incidental theretoexpense, unto Lenderas the Bank may request to effectuate and maintain a valid first priority pledge and security interest in the Collateral, its successors including, without limitation, notifying and assigns; subject, however, registering the same with UMC. (d) Pursuant to this Agreement the Borrower is hereby pledging the Collateral which is required to have a Collateral Value of at least two hundred fifty percent (250%) of the Commitment (as defined in the Credit Agreement) as of the time each loan is made to Borrower by the Bank pursuant to the terms, covenants Credit Agreement. In the event the Bank determines and conditions hereinafter set forth. Pledgee agrees notifies the Borrower that the Collateral Value at any time has fallen to hold the Pledged Securities to secure the payment two hundred percent (200%) or less of the Obligations then total outstanding and unpaid principal amount of the loans extended under the Credit Agreement (the "Outstanding Amount"), as calculated and determined by the Bank, the Borrower shall, within three (3) Taiwan Business Days following the date on which the Bank so notifies the Borrower, provide additional shares of UMC owned by the Borrower to make up the shortage so that the Collateral Value shall not encumber or otherwise dispose again be at least two hundred fifty percent (250%) of such Pledged Securities except the Outstanding Amount. If additional shares of UMC are pledged, the Borrower shall create and register the pledge over the additional shares in accordance with the terms of this Agreement by delivery of such shares to TSCDC and provisions the creation and pledge of the additional shares through the book-entry system of TSCDC, or other mutually agreeable method of pledging. (e) As an alternative to pledging additional shares of UMC, the Borrower may partially prepay the Outstanding Amount, subject to the terms of the Credit Agreement, so as to reduce said amount to a level at which the Collateral Value is again at least two hundred fifty percent (250%) of the Outstanding Amount. (f) In the event the Collateral Value falls to or below one hundred eighty percent (180%) of the Outstanding Amount (including the three (3) day period provided for in Section 2(d) of this Agreement. Upon delivery to Lender), as calculated and determined by the Bank, the Pledged Securities shall be accompanied by executed stock powers in blank and by such other instruments or documents as Lender or its counsel Bank may reasonably request. Each delivery of certificates for such Pledged Securities shall be accompanied by a schedule showing without notice to the number of shares and the numbers Borrower dispose of the certificates theretofore Collateral to the extent necessary to restore the Collateral Value to at least two hundred fifty percent (250%) of the Outstanding Amount. (g) In the event the Borrower fails to provide additional shares of UMC to restore the Collateral Value to at least two hundred fifty percent (250%) of the Outstanding Amount or partially prepay the Outstanding Amount so that the Collateral Value is again at least two hundred fifty percent (250%) of the Outstanding Amount, the Bank shall have the rights set forth in Section 2(f) of this Agreement. (h) In the event that the Bank sells the collateral (whether pursuant to its rights under this Agreement or at the election of the Borrower to prepay or repay the loans) the Bank shall not be deemed to have received the net funds (that is, after payment of any transaction costs, taxes and then pledged hereunderother fees) until it receives the funds at its New York Office (as defined in the Credit Agreement) in United States dollars. The Bank shall not be responsible for any change in the Spot Rate nor the time required to have the remittance from the Republic of China to the United States approved by the Central Bank of China, which schedule shall be attached hereto as Schedule A and made a part hereof. Each schedule so delivered shall supersede any prior schedule so deliveredhowever, the Bank will use reasonable efforts to promptly obtain the approval of the Central Bank of China.

Pledge. (a) As collateral security for the payment and performance in full of the Obligationsobligations under the Promissory Notes, the Pledgor hereby pledges, hypothecates, assigns, transfers, sets over and delivers unto Lender, eSpeed and hereby grants to Lender a first lien security interest in, in (i) such number of shares of eSpeed Stock as is equal to the collateral described in Schedule A, together with the Security Amount and (ii) all proceeds thereof of such eSpeed Stock and all cash, additional other securities or other property at any time and from time to time receivable or otherwise distributable distributed in respect of, of or in exchange for, or in substitution for any and or all of the such pledged securities (all eSpeed Stock or additional securities. In the event that the market value of the Security Amount shall be less than the Loan Amount on a given date, then eSpeed may require Pledgor to deliver to eSpeed from time to time additional shares of eSpeed Stock, along with an executed stock power, such pledged securities, that the proceeds thereof, cash, dividends, additional securities and other property now or hereafter market value of the shares of eSpeed Stock pledged hereunder shall be equal to the Loan Amount. In the event that the market value of the Security Amount shall be greater than the Loan Amount on a given date, then Pledgor may require eSpeed to return to Pledgor from time to time such number of shares of eSpeed Stock, along with any executed stock power, such that the market value of the shares of eSpeed Stock held by eSpeed pursuant to this Pledge Agreement shall be equal to the Loan Amount. All items referred to in clauses (i) and (ii) of this Section 1 are hereinafter referred to collectively called as the “Pledged Securities.”); TO HAVE AND TO HOLD (b) The Pledgor shall deliver to eSpeed the certificates representing the Pledged Securities, together with all rightsif any, titles, interests, powers, privileges and preferences pertaining or incidental thereto, unto Lender, its successors and assigns; subject, however, to the terms, covenants and conditions hereinafter set forth. Pledgee agrees to hold the Pledged Securities to secure the payment of the Obligations and shall not encumber or otherwise dispose of such Pledged Securities except in accordance with the terms and provisions of this Agreement. Upon delivery to Lender, the Pledged Securities shall be accompanied by undated instruments of transfer executed stock powers in blank and by such other instruments or documents as Lender eSpeed or its counsel may shall reasonably request. Each delivery of certificates for Pledgor shall take all actions requested by eSpeed to insure that eSpeed has a perfected security interest in the Pledged Securities, including, without limitation, entering into a Securities Account Control Agreement with respect to such Pledged Securities shall be accompanied by a schedule showing Securities. For the avoidance of doubt, the number of shares and of eSpeed Stock pledged hereunder shall at all times be equal to the numbers Loan Amount, regardless of the whether certificates theretofore and then pledged hereunder, which schedule shall be attached hereto as Schedule A and made representing shares of eSpeed Stock having a part hereof. Each schedule so value in excess of such Loan Amount have been delivered shall supersede any prior schedule so deliveredto eSpeed pursuant to this Pledge Agreement.

Pledge. As collateral security for the timely payment and performance in full of the Obligations, the Pledgor hereby pledges, hypothecates, assigns, transfers, sets over pledges and delivers unto Lender, and hereby grants to the Lender a first lien security interest inin (a) the membership interest and the certificates representing or evidencing all such interest of the Pledgor in Laguna Investments, L.L.C., an Arizona limited liability company (the collateral described in Schedule A"PLEDGED INTEREST") (b) all payments of principal or interest, together with the proceeds thereof and all distributions, dividends, cash, additional securities or instruments and other property at any time and from time to time received, receivable or otherwise distributable distributed in respect of, in exchange forfor or upon the conversion of the Pledged Interest; (c) except as provided in Section 5, or all rights and privileges of the Pledgor with respect to the Pledged Interest; and (d) all proceeds of any of the foregoing (the items referred to in substitution for any and all such pledged securities clauses (all such pledged securities, the proceeds thereof, cash, dividends, additional securities and other property now or hereafter pledged hereunder are hereinafter a) through (d) being collectively called the “Pledged Securities”"COLLATERAL"); TO HAVE AND TO HOLD the Pledged Securities, together with all rights, titles, interests, powers, privileges and preferences pertaining or incidental thereto, unto Lender, its successors and assigns; subject, however, to the terms, covenants and conditions hereinafter set forth. Pledgee agrees to hold the Pledged Securities to secure the payment of the Obligations and shall not encumber or otherwise dispose of such Pledged Securities except in accordance with the terms and provisions of this Agreement. Upon delivery to the Lender, any stock certificates, notes or other securities or instruments now or hereafter included in the Pledged Securities Collateral (the "PLEDGED SECURITIES") shall be duly endorsed and delivered to the Lender or accompanied by stock powers duly executed in blank or other instruments of transfer satisfactory to the Lender and by such other instruments and documents as the Lender may reasonably request, and all other property comprising part of the Collateral shall be accompanied by proper instruments of assignment duly executed stock powers in blank by the Pledgor and by such other instruments or documents as the Lender or its counsel may reasonably request. Each delivery of certificates for such Pledged Securities shall be accompanied by a schedule showing describing the number of shares and the numbers of the certificates securities theretofore and then being pledged hereunder, which schedule shall be attached hereto as Schedule SCHEDULE A and made a part hereof. Each schedule so delivered shall supersede any prior schedule schedules so delivered.

Pledge. As collateral security for the payment and performance in full of the Obligations, Pledgor hereby pledges, hypothecates, assigns, transfers, sets over and delivers unto Lender, and The undersigned hereby grants to Lender the Company a first lien continuing and unconditional security interest in, in the collateral described in Schedule A, together with Securities issuable or issued to the proceeds thereof undersigned at the Initial Closing and all other rights, contractual or otherwise, now existing or hereafter arising with respect to the Securities issuable or issued to the undersigned at the Initial Closing and all dividends, cash, additional securities or securities, instruments and other property at any time and from time to time receivable paid, payable or otherwise distributable distributed in respect of, of or in exchange for, or in substitution for any and or all of the undersigned's interests in such pledged securities (all such pledged securities, the proceeds thereof, cash, dividends, additional securities and other property now or hereafter pledged hereunder are hereinafter collectively called the “Pledged Securities”); TO HAVE AND TO HOLD the Pledged Securities, together with all rights, titles, interests, powers, privileges and preferences pertaining or incidental thereto, unto Lender, its successors and assigns; subject, however, to the terms, covenants and conditions hereinafter set forth. Pledgee agrees to hold the Pledged Securities to secure the prompt, timely and complete payment of the Obligations and shall not encumber amount payable to the Company hereunder by the undersigned at the Final Closing. All of the certificates or otherwise dispose of such Pledged agreements evidencing the Securities except in accordance with issued to the terms and provisions of this Agreement. Upon delivery undersigned at the Initial Closing will be delivered to Lenderthe Company, the Pledged Securities shall be accompanied by executed stock powers in blank and by such other instruments or documents as Lender or its counsel may reasonably request. Each delivery of certificates for such Pledged Securities shall be accompanied by a schedule showing stock power in the number form of shares and the numbers of the certificates theretofore and then pledged hereunder, which schedule shall be Exhibit A attached hereto as Schedule A and made a part hereof, duly executed in blank. Each schedule so So long as the security interest granted herein is not terminated, the undersigned will keep the Securities free of all security interests, voting trust agreements, or other instruments and encumbrances, except the security interest granted herein. So long as the Final Closing has not been consummated by the undersigned and the undersigned has not failed to make payment thereat when due, the undersigned shall be entitled to exercise any and all voting and other rights pertaining to such Securities. The security interest granted herein shall terminate and the Securities issued to the undersigned at the Initial Closing shall be delivered to the undersigned, upon the earlier of (i) the timely and complete payment of the amount payable by the undersigned to the Company at the Final Closing, and (ii) the date the Securities are no longer subject to the lock-up provisions of Section 5.2(e); PROVIDED, HOWEVER, that in the case of clause (ii), the security interest shall supersede any prior schedule so deliveredterminate only with respect to that number of Securities as to which the lock-up provisions have expired.

Pledge. As collateral 2.1 The Pledgor hereby pledges to the Pledgee who accepts the Pledged Shares as a continuing security for the payment due and punctual performance in full of all the obligations (whether actual, future, contingent or otherwise) of the ObligationsPledgor under or pursuant to the Loan Agreement and, Pledgor for the avoidance of doubt, including this Pledge Agreement. 2.2 It is expressly agreed that this pledge is being granted to the Pledgee as security for the Secured Indebtedness. 2.3 This pledge confers upon the Pledgee the right to obtain payment out of the Pledged Shares (whether through sale thereof, appropriation or otherwise) with preference over other creditors as provided by the Civil Code (Chapter 16 of the Laws of Malta) in virtue of the special privilege accorded by law under article 2009(a) of the said Code. 2.4 The Company hereby pledgesacknowledges and declares to have received notice of the pledge constituted hereby for all intents and purposes and the Company hereby undertakes and agrees to record such pledge in the Company's Register of Members. 2.5 Nothing in this Agreement shall be construed as placing on the Pledgee any liability whatsoever in respect of any calls, hypothecatesinstalments or other payments relating to the Pledged Shares or to any rights, assignsshares or other securities accruing, transfers, sets over and delivers unto Lenderoffered or arising as aforesaid, and hereby grants to Lender a first lien security interest inthe Pledgor shall at all times indemnify and hold harmless the Pledgee against and from all demands made against it, the collateral described in Schedule Apayments made by it, together with the proceeds thereof and all cashcosts, additional securities expenses, damages, losses or other property liabilities incurred or suffered by it at any time and from time to time receivable or otherwise distributable in respect ofof any such calls, in exchange for, instalments or in substitution for any and all such pledged securities (all such pledged securitiesother payments as aforesaid. 2.6 In furtherance of the pledge of shares contemplated herein, the proceeds thereofPledgor is contemporaneously delivering to the Pledgee, cashwho accepts, dividends, additional securities and other property now or hereafter pledged hereunder are hereinafter collectively called the “Pledged Securities”); TO HAVE AND TO HOLD share certificate/s relating to the Pledged SecuritiesShares which are on the date hereof issued in the capital of the Company and hereby undertakes to insert an annotation in the said share certificate referring to this Pledge Agreement in the form set out in Schedule 2 hereof. 2.7 The Pledgor hereby grants its consent, together with all rights, titles, interests, powers, privileges irrevocably and preferences pertaining or incidental thereto, unto Lender, its successors and assigns; subject, howeverwithout reservation, to the terms, covenants and conditions hereinafter Pledgee to notify the Malta Registrar of Companies of this Agreement by filing the statutory notice (Form T2) in the form set forth. Pledgee agrees to hold out in Schedule 1 hereof immediately upon the Pledged Securities to secure the payment of the Obligations and shall not encumber or otherwise dispose of such Pledged Securities except in accordance with the terms and provisions execution of this Agreement. Upon delivery to Lender, the Pledged Securities shall be accompanied by executed stock powers in blank and by such other instruments or documents as Lender or its counsel may reasonably request. Each delivery of certificates for such Pledged Securities shall be accompanied by a schedule showing the number of shares and the numbers of the certificates theretofore and then pledged hereunder, which schedule shall be attached hereto as Schedule A and made a part hereof. Each schedule so delivered shall supersede any prior schedule so delivered.

Pledge. As collateral security for the full and timely payment and performance in full of the Obligations------ Note Obligations and any amounts payable by the Pledgor under this Pledge Agreement (including, without limitation, any and all reasonable fees and expenses, including reasonable legal fees and expenses, incurred by the Company in connection with any exercise of its rights under the Note or hereunder), the Pledgor hereby delivers, deposits, pledges, hypothecatestransfers and assigns to the Company, assigns, transfers, sets over and delivers unto Lenderin form transferable for delivery, and hereby grants to Lender creates in the Company a first lien security interest in, the collateral described in Schedule A, together with the proceeds thereof all Shares and all certificates evidencing the Shares and all other instruments or documents Pledge Agreement April 10, 2001 evidencing the same and all dividends, cash, additional securities or instruments and other property at any time and from time to time received, receivable or otherwise distributable distributed (collectively, "Dividends") in respect of, of or in exchange for, or in substitution for any and or all such pledged securities (all such pledged securities, of the proceeds thereof, cash, dividends, additional securities Shares. The --------- Shares and other property now or hereafter pledged hereunder securities described above are hereinafter collectively called referred to as the “"Pledged Securities”); TO HAVE AND TO HOLD the Pledged Securities, together with ". ------------------ The Pledgor agrees that all rights, titles, interests, powers, privileges and preferences pertaining or incidental thereto, unto Lender, its successors and assigns; subject, however, to the terms, covenants and conditions hereinafter set forth. Pledgee agrees to hold the Pledged Securities to secure the payment of the Obligations and shall not encumber or otherwise dispose of such Pledged Securities except in accordance with the terms and provisions of this Agreement. Upon delivery to Lender, certificates evidencing the Pledged Securities shall be accompanied by executed stock powers in blank and by such other instruments or documents as Lender or its counsel may reasonably requestmarked with the following legend: THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO THE PROVISIONS OF A PLEDGE AGREEMENT DATED AS OF APRIL 10, 2001 BY AND BETWEEN SMTC CORPORATION, A DELAWARE CORPORATION (THE "CORPORATION"), AND THE PLEDGOR NAMED THEREIN, A COPY OF WHICH IS ON FILE AT THE OFFICES OF THE CORPORATION. Each delivery of certificates for such The Pledgor agrees to deliver to the Company all Pledged Securities shall currently held by him in order that such legend may be accompanied by a schedule showing the number of shares and the numbers of the certificates theretofore and then pledged hereunder, which schedule shall be attached hereto as Schedule A and made a part hereof. Each schedule so delivered shall supersede any prior schedule so deliveredplaced thereon.

Pledge. As collateral security for To the payment and performance extent not prohibited by any covenant or agreement by ------ you in full favor of the ObligationsBank or other lender, Pledgor in order to secure your performance hereunder and payment of amounts due under the Promissory Notes (the "Liabilities"), you hereby pledgesgrant, hypothecatesor upon release of any such prohibition you shall grant, assignsto the Company a security interest under Article 9 of the Uniform Commercial Code as currently effective in the State of Mississippi in the shares of stock in the Company owned by you, transfers, sets over and delivers unto Lenderwhether now owned or hereafter acquired by you, and hereby grants to Lender a first lien security interest in, the collateral described in Schedule A, together with the all proceeds thereof and all cash, additional amounts or other securities or property derived therefrom (the "Collateral"). Such security interest shall be subordinate to the rights of the Bank and other property lenders pursuant to agreements or documents in effect on the date hereof, or any renewals, replacements, amendments, modifications or extensions thereof (the "Prior Rights"). You agree to keep the Collateral free from any lien, security interest or encumbrance other than those in favor of the Company, arising out of the Prior Rights or to which the Company consents in writing. Upon default by you under the terms of this agreement or either of the Promissory Notes, the Company may exercise the rights and pursue the remedies provided under Article 9 of the Uniform Commercial Code as currently effective in, or as hereafter amended by, the State of Mississippi, including but not limited to exercising all voting rights with respect to the Collateral, collecting all dividends and other distributions with respect to the Collateral, and selling the Collateral at any time public or private sale, at the Company's option, without advertisement. The Company may bid and from time to time receivable or otherwise distributable in respect ofbecome a purchaser at any such sale, in exchange forand upon any such sale the Company shall collect, or in substitution for any receive, and all such pledged securities (all such pledged securities, hold and apply the proceeds thereofas provided herein. If notice of intended disposition is required by law, cashsuch notice, dividendsif mailed, additional securities shall be deemed reasonably and properly given if mailed to your address appearing on the records of the Company at least five days before the time of such disposition. The proceeds from any such sale or action shall be applied first to the payment of all legal and other property now costs and expenses incurred in connection with the sale or hereafter pledged hereunder are hereinafter collectively called the “Pledged Securities”); TO HAVE AND TO HOLD the Pledged Securities, together with all rights, titles, interests, powers, privileges action and preferences pertaining or incidental thereto, unto Lender, its successors and assigns; subject, however, next to the terms, covenants and conditions hereinafter set forth. Pledgee agrees to hold the Pledged Securities to secure the payment of the Obligations and shall not encumber or otherwise dispose Liabilities, as determined by the Company. The balance, if any, of such Pledged Securities except in accordance with the terms and provisions of this Agreement. Upon delivery to Lender, the Pledged Securities proceeds remaining after such application shall be accompanied by executed stock powers paid to you. If the proceeds of any such sale or action are insufficient to pay in blank and by such other instruments or documents as Lender or its counsel may reasonably request. Each delivery of certificates full the amounts specified above, you shall remain liable for such Pledged Securities shall be accompanied by a schedule showing the number of shares and the numbers of the certificates theretofore and then pledged hereunder, which schedule shall be attached hereto as Schedule A and made a part hereof. Each schedule so delivered shall supersede any prior schedule so delivereddeficiency.

Pledge. As collateral security To secure the Obligations now or hereafter owed by the Pledgor, the Pledgor does hereby grant, pledge and assign to the Pledgee for the payment and performance in full benefit of the Obligations, Pledgor hereby pledges, hypothecates, assigns, transfers, sets over and delivers unto LenderBeneficiaries, and does hereby grants to Lender create a first lien continuing security interest (subject to those Encumbrances permitted to exist with respect to the Collateral pursuant to the terms of all of the Senior Finance Documents then in effect) in favor of the Pledgee for the benefit of the Beneficiaries in, all of its right, title and interest in and to the collateral described following, whether now existing or hereafter from time to time acquired, (the “Collateral”): (a) all Limited Liability Company Interests owned by the Pledgor from time to time and all of its right, title and interest in Schedule Aeach limited liability company to which each such Limited Liability Company Interest relates, whether now existing or hereafter acquired, including, without limitation, to the fullest extent permitted under the terms and provisions of the documents and agreements governing such Limited Liability Company Interests and applicable law: (i) all other payments due or to become due to the Pledgor in respect of such Limited Liability Company Interests, whether under any limited liability company agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise; (ii) all of its claims, rights, powers, privileges, authority, options, security interests, liens and remedies, if any, under any limited liability company agreement or operating agreement, or at law or otherwise in respect of such Limited Liability Company Interests; (iii) all of the Pledgor’s rights under any limited liability company agreement or operating agreement or at law to exercise and enforce every right, power, remedy, authority, option and privilege of the Pledgor relating to such Limited Liability Company Interests, including any power to terminate, cancel or modify any such limited liability company agreement or operating agreement, to execute any instruments and to take any and all other action on behalf of and in the name of the Pledgor in respect of such Limited Liability Company Interests and any such limited liability company, to make determinations, to exercise any election (including, but not limited to, election of remedies) or option or to give or receive any notice, consent, amendment, waiver or approval, together with full power and authority to demand, receive, enforce, collect or receipt for any of the proceeds thereof foregoing or for any Limited Liability Company Asset, to enforce or execute any checks, or other instruments or orders, to file any claims and to take any action in connection with any of the foregoing; and (iv) all other property hereafter delivered in substitution for or in addition to any of the foregoing, all certificates and instruments representing or evidencing such other property and all cash, additional securities or securities, interest, dividends, rights and other property at any time and from time to time received, receivable or otherwise distributable distributed in respect of, of or in exchange for, for any or in substitution for all thereof; and (b) all Proceeds of any and all such pledged securities (all such pledged securities, the proceeds thereof, cash, dividends, additional securities and other property now or hereafter pledged hereunder are hereinafter collectively called the “Pledged Securities”)foregoing; TO HAVE AND TO HOLD the Pledged Securities, together with all rights, titles, interests, powers, privileges and preferences pertaining or incidental thereto, unto Lender, its successors and assigns; subjectprovided, however, that notwithstanding the foregoing, in no event shall the Pledgor be required to pledge any Excluded Charged Assets to the terms, covenants and conditions hereinafter set forth. Pledgee agrees to hold the Pledged Securities Security Trustee under this Agreement to secure the payment Designated Secured Obligations. For the avoidance of doubt, (i) all Collateral that does not constitute Excluded Charged Assets remains pledged pursuant to this Agreement to secure all Secured Obligations, including without limitation the Designated Secured Obligations; and (ii) such Excluded Charged Assets remain pledged under this Section 3.1 to secure any Secured Obligations that are not Designated Secured Obligations. In the event that Rule 3-16 is amended, modified or interpreted by the SEC to require (or is replaced with another rule or regulation, or any other law, rule or regulation is adopted, which would require) the filing with the SEC (or any other United States federal or state governmental agency) of separate financial statements of any such Subsidiary due to the fact that such Subsidiary’s Ownership Interests or other securities secure any Designated Secured Obligations, then such Ownership Interests or other securities (as applicable) of such Subsidiary shall automatically be deemed to be Excluded Charged Assets for such Designated Secured Obligations but (i) only to the extent necessary to not be subject to any such financial statement requirement, (ii) only for so long as such financial statement requirement would otherwise have been applicable to such Subsidiary and (iii) only if no member of the Group files or is otherwise required to file separate financial statements of such Subsidiary with the SEC or such other governmental agency under a separate rule or regulation. If the circumstances described in this paragraph apply, this Agreement may be amended or modified, without the consent of any Senior Finance Party, to the extent necessary to release the pledge (but only to the extent securing such Designated Secured Obligations and shall not encumber without prejudice to the pledge securing the Secured Obligations referred to in clause (ii) of the preceding paragraph) in favor of the Security Trustee on the relevant Ownership Interests and/or other securities that are so deemed to constitute Excluded Charged Assets. In the event that Rule 3-16 is amended, modified or otherwise dispose interpreted by the SEC to permit (or is replaced with another rule or regulation, or any other law, rule or regulation is adopted, which would permit) such Subsidiary’s Ownership Interests and/or other securities to secure any Designated Secured Obligations in excess of the amount then pledged without the filing with the SEC (or any other United States federal or state governmental agency) of separate financial statements of such Pledged Securities except in accordance with Subsidiary, then the terms and provisions Ownership Interests or other securities (as applicable) of this Agreement. Upon delivery such Subsidiary will automatically be deemed not to Lender, the Pledged Securities shall be accompanied by executed stock powers in blank and by such other instruments or documents as Lender or its counsel may reasonably request. Each delivery of certificates Excluded Charged Assets for such Pledged Securities shall Designated Secured Obligations, but limited to the extent necessary to not be accompanied by a schedule showing subject to any such financial statement requirement. If the number circumstances described in this paragraph apply, this Agreement may be amended or modified, without the consent of shares and any Senior Finance Party, to the numbers extent necessary to pledge in favor of the certificates theretofore and then pledged hereunder, which schedule shall be attached hereto as Schedule A and made a part hereof. Each schedule so delivered shall supersede any prior schedule so deliveredSecurity Trustee such additional Ownership Interests or other securities that were deemed to constitute Excluded Charged Assets.

Pledge. As collateral security To secure the Obligations now or hereafter owed or to be performed by such Pledgor, each Pledgor does hereby grant and pledge to the Pledgee for the payment and performance in full benefit of the Obligations, Pledgor hereby pledges, hypothecates, assigns, transfers, sets over and delivers unto LenderSecured Creditors, and does hereby grants to Lender create a first lien continuing security interest (subject to those Liens permitted to exist with respect to the Collateral pursuant to the terms of all Secured Debt Agreements then in effect) in favor of the Pledgee for the benefit of the Secured Creditors in, all of its right, title and interest in and to the collateral described following, whether now existing or hereafter from time to time acquired (collectively, the "COLLATERAL"): (a) each of the Collateral Accounts (to the extent a security interest therein is not created pursuant to the Security Agreement), including any and all assets of whatever type or kind deposited by such Pledgor in Schedule any such Collateral Account, whether now owned or hereafter acquired, existing or arising, including, without limitation, all Financial Assets, Investment Property, monies, checks, drafts, Instruments, Securities or interests therein of any type or nature deposited or required by the Credit Agreement or any other Secured Debt Agreement to be deposited in such Collateral Account, and all investments and all certificates and other Instruments (including depository receipts, if any) from time to time representing or evidencing the same, and all dividends, interest, distributions, cash and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the foregoing; (b) all Securities owned or held by such Pledgor from time to time and all options and warrants owned by such Pledgor from time to time to purchase Securities; (c) all Limited Liability Company Interests owned by such Pledgor from time to time and all of its right, title and interest in each limited liability company to which each such Limited Liability Company Interest relates, whether now existing or hereafter acquired, including, without limitation, to the fullest extent permitted under the terms and provisions of the documents and agreements governing such Limited Liability Company Interests and applicable law: (A) all its capital therein and its interest in all profits, income, surpluses, losses and other distributions to which such Pledgor shall at any time be entitled in respect of such Limited Liability Company Interests; (B) all other payments due or to become due to such Pledgor in respect of Limited Liability Company Interests, whether under any limited liability company agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise; (C) all of its claims, rights, powers, privileges, authority, options, security interests, liens and remedies, if any, under any limited liability company agreement or operating agreement, or at law or otherwise in respect of such Limited Liability Company Interests; (D) all present and future claims, if any, of such Pledgor against any such limited liability company for monies loaned or advanced, for services rendered or otherwise; (E) all of such Pledgor's rights under any limited liability company agreement or operating agreement or at law to exercise and enforce every right, power, remedy, authority, option and privilege of such Pledgor relating to such Limited Liability Company Interests, including any power to terminate, cancel or modify any such limited liability company agreement or operating agreement, to execute any instruments and to take any and all other action on behalf of and in the name of any of such Pledgor in respect of such Limited Liability Company Interests and any such limited liability company, to make determinations, to exercise any election (including, but not limited to, election of remedies) or option or to give or receive any notice, consent, amendment, waiver or approval, together with full power and authority to demand, receive, enforce, collect or receipt for any of the proceeds thereof foregoing, to enforce or execute any checks, or other instruments or orders, to file any claims and to take any action in connection with any of the foregoing; and (F) all other property hereafter delivered in substitution for or in addition to any of the foregoing, all certificates and instruments representing or evidencing such other property and all cash, additional securities or securities, interest, dividends, rights and other property at any time and from time to time received, receivable or otherwise distributable distributed in respect of, of or in exchange for, or in substitution for any or all thereof; (d) all Partnership Interests owned by such Pledgor from time to time and all of its right, title and interest in each partnership to which each such pledged securities (all such pledged securitiesPartnership Interest relates, the proceeds thereof, cash, dividends, additional securities and other property whether now existing or hereafter pledged hereunder are hereinafter collectively called the “Pledged Securities”); TO HAVE AND TO HOLD the Pledged Securitiesacquired, together with all rightsincluding, titles, interests, powers, privileges and preferences pertaining or incidental thereto, unto Lender, its successors and assigns; subject, howeverwithout limitation, to the terms, covenants and conditions hereinafter set forth. Pledgee agrees to hold the Pledged Securities to secure the payment of the Obligations and shall not encumber or otherwise dispose of such Pledged Securities except in accordance with fullest extent permitted under the terms and provisions of this Agreement. Upon delivery the documents and agreements governing such Partnership Interests and applicable law: (A) all its capital therein and its interest in all profits, income, surpluses, losses, and other distributions to Lenderwhich such Pledgor shall at any time be entitled in respect of such Partnership Interests; (B) all other payments due or to become due to such Pledgor in respect of Partnership Interests, whether under any partnership agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise; (C) all of its claims, rights, powers, privileges, authority, options, security interests, liens and remedies, if any, under any partnership agreement or operating agreement, or at law or otherwise in respect of such Partnership Interests; (D) all present and future claims, if any, of such Pledgor against any such partnership for monies loaned or advanced, for services rendered or otherwise; (E) all of such Pledgor's rights under any partnership agreement or operating agreement or at law to exercise and enforce every right, power, remedy, authority, option and privilege of such Pledgor relating to such Partnership Interests, including any power to terminate, cancel or modify any partnership agreement or operating agreement, to execute any instruments and to take any and all other action on behalf of and in the Pledged Securities shall be accompanied by executed stock powers name of such Pledgor in blank respect of such Partnership Interests and by any such partnership, to make determinations, to exercise any election (including, but not limited to, election of remedies) or option or to give or receive any notice, consent, amendment, waiver or approval, together with full power and authority to demand, receive, enforce, collect or receipt for any of the foregoing, to enforce or execute any checks, or other instruments or documents orders, to file any claims and to take any action in connection with any of the foregoing; and (F) all other property hereafter delivered in substitution for or in addition to any of the foregoing, all certificates and instruments representing or evidencing such other property and all cash, securities, interest, dividends, rights and other property at any time and from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all thereof; (e) all Financial Assets and Investment Property owned by such Pledgor from time to time; (f) all Security Entitlements owned by such Pledgor from time to time in any and all of the foregoing; and (g) all Proceeds of any and all of the foregoing. Notwithstanding anything to the contrary contained in this Agreement, (x) unless there has been a Change of Law as Lender or its counsel may reasonably request. Each delivery a result of certificates for such Pledged Securities which the granting of the pledge of more than 66-2/3% of the Voting Equity Interests of any Exempted Foreign Entity will not give rise to adverse "deemed dividend" tax consequences to the Borrower under Section 956 of the Code, no Pledgor shall be accompanied by a schedule showing the number of shares and the numbers required to pledge hereunder more than 65% of the certificates theretofore Voting Equity Interests of any Exempted Foreign Entity (and then pledged hereundersuch Voting Equity Interests in excess of 65% shall not constitute "Collateral,"), which schedule (y) each Pledgor shall be attached hereto as Schedule A required to pledge hereunder 100% of any Non-Voting Equity Interests at any time and made a part hereof. Each schedule so delivered from time to time acquired by such Pledgor of any Exempted Foreign Entity and (z) the Collateral shall supersede not include Equity Interests in Joint Ventures that are not Subsidiaries of the Borrower to the extent that the respective Pledgor is contractually prohibited (after giving effect to any prior schedule so deliveredconsents or waivers in respect of such prohibition) from pledging such Equity Interests owned by it pursuant to the respective joint venture agreement or similar agreement governing such Joint Venture.

Pledge. As collateral security for Pledgor's amended and restated promissory note ("Note") to BELL ▇▇ even date herewith, which Note evidences the payment and performance in full indebtedness of the ObligationsPledgor to BELL, Pledgor ▇▇edgor hereby pledges, mortgages, hypothecates, assigns, transfers, delivers, sets over and delivers confirms unto LenderBELL, ▇▇s success and hereby grants to Lender a first lien security interest inassigns, the following property, to wit: as collateral described security for the payment in Schedule A, together with the proceeds thereof full when due of any and all cashobligations and indebtedness of Pledgor to BELL, additional securities ▇▇ether direct, indirect or contingent, whether now existing or hereafter incurred and whether or not otherwise secured (hereinafter collectively referred to as the "Obligations"), including without limitation, all obligations and indebtedness of Pledgor under the Note and any extensions, amendments and renewals thereto. In the event of a conflict or inconsistency between the terms hereof and the terms of the Note, the terms of the Note shall control. Pledgor warrants and represents that Pledgor has the right to pledge, mortgage, hypothecate, assign, transfer, deliver, set over and confirm unto BELL ▇▇▇ of the foregoing shares free of any encumbrance. Pledgor hereby agrees promptly to pledge and deposit hereunder with BELL ▇▇▇ stock, securities, or other property at with respect to any time and from time to time receivable or otherwise distributable in respect ofof the securities represented thereby, in exchange for, or whether taken in substitution for any and all such pledged securities (all such pledged securitiesor in addition to the above described property. Such stock, the proceeds thereof, cash, dividends, additional other securities and other property now or hereafter shall stand pledged hereunder are and assigned for the Obligations in the same manner as the property described in the first paragraph hereof. All of the property described in this Section 1 and in the first and second paragraphs hereof is hereinafter collectively called the “"Pledged Securities”); TO HAVE AND TO HOLD the Pledged Securities, together with all rights, titles, interests, powers, privileges and preferences pertaining or incidental thereto, unto Lender, its successors and assigns; subject, however, to the terms, covenants and conditions hereinafter set forth. Pledgee agrees to hold the Pledged Securities to secure the payment of the Obligations and shall not encumber or otherwise dispose of such Pledged Securities except in accordance with the terms and provisions of this Agreement. Upon delivery to Lender, the Pledged Securities shall be accompanied by executed stock powers in blank and by such other instruments or documents as Lender or its counsel may reasonably request. Each delivery of certificates for such Pledged Securities shall be accompanied by a schedule showing the number of shares and the numbers of the certificates theretofore and then pledged hereunder, which schedule shall be attached hereto as Schedule A and made a part hereof. Each schedule so delivered shall supersede any prior schedule so deliveredProperty."

Pledge. As collateral security for the full and timely payment and performance in full of the Obligations------ Note Obligations and any amounts payable by the Pledgor under this Pledge Agreement (including, without limitation, any and all reasonable fees and expenses, including reasonable legal fees and expenses, incurred by the Company in connection with any exercise of its rights under the Note or hereunder), the Pledgor hereby delivers, deposits, pledges, hypothecatestransfers and assigns to the Company, assigns, transfers, sets over and delivers unto Lenderin form transferable for delivery, and hereby grants to Lender creates in the Company a first lien security interest in, the collateral described in Schedule A, together with the proceeds thereof all Shares and all certificates evidencing the Shares and all other instruments or documents Pledge Agreement April 10, 2001 evidencing the same and all dividends, cash, additional securities or instruments and other property at any time and from time to time received, receivable or otherwise distributable distributed (collectively, "Dividends") in respect of, of or in exchange for, or in substitution for any and or all such pledged securities (all such pledged securities, of the proceeds thereof, cash, dividends, additional securities Shares. The --------- Shares and other property now or hereafter pledged hereunder securities described above are hereinafter collectively called referred to as the “"Pledged Securities”); TO HAVE AND TO HOLD the Pledged Securities, together with ". ------------------ The Pledgor agrees that all rights, titles, interests, powers, privileges and preferences pertaining or incidental thereto, unto Lender, its successors and assigns; subject, however, to the terms, covenants and conditions hereinafter set forth. Pledgee agrees to hold the Pledged Securities to secure the payment of the Obligations and shall not encumber or otherwise dispose of such Pledged Securities except in accordance with the terms and provisions of this Agreement. Upon delivery to Lender, certificates evidencing the Pledged Securities shall be accompanied by executed stock powers in blank and by such other instruments or documents as Lender or its counsel may reasonably requestmarked with the following legend: THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO THE PROVISIONS OF A PLEDGE AGREEMENT DATED AS OF APRIL 10, 2001 BY AND BETWEEN SMTC CORPORATION, A DELAWARE CORPORATION (THE "CORPORATION"), AND THE PLEDGOR ----------- NAMED THEREIN, A COPY OF WHICH IS ON FILE AT THE OFFICES OF THE CORPORATION. Each delivery of certificates for such The Pledgor agrees to deliver to the Company all Pledged Securities shall currently held by him in order that such legend may be accompanied by a schedule showing the number of shares and the numbers of the certificates theretofore and then pledged hereunder, which schedule shall be attached hereto as Schedule A and made a part hereof. Each schedule so delivered shall supersede any prior schedule so deliveredplaced thereon.

Pledge. As collateral security for the payment and performance in full of the Obligations, Pledgor each Grantor hereby pledgestransfers, grants, bargains, sells, conveys, hypothecates, assigns, transferspledges, sets over over, endorses over, and delivers unto the Lender, and hereby grants to Lender the Lender, for its own benefit, a first lien security interest inin (a) the shares of capital stock, limited liability company interests and membership interests listed in Schedule I annexed hereto next to such Grantor’s name (the “Initial Pledged Equity”), any additional shares of common stock, limited liability company interests and membership interests of the issuers listed in Schedule I annexed hereto obtained in the future by such Grantor and any capital stock, limited liability company interests and membership interests of the issuers listed in Schedule I annexed hereto obtained in the future by such Grantor and any capital stock, limited liability company interests and membership interests in any entity acquired in the future by such Grantor (collectively, the collateral described in Schedule A, Initial Pledged Equity together with all such additional shares pledged in the future, the “Pledged Equity”) and (b) subject to Section 5 below, all proceeds thereof and of the Pledged Equity, including, without limitation, all cash, additional securities or other property at any time and from time to time receivable or otherwise distributable distributed in respect of, of or in exchange for, or in substitution for any and of or all such pledged Pledged Equity (the items referred to in clauses (a) and (b) being collectively called the “Collateral”). Upon delivery to the Lender, any securities (all such pledged securities, the proceeds thereof, cash, dividends, additional securities and other property now or hereafter pledged hereunder are hereinafter collectively called included in the Collateral including, without limitation, the Pledged Equity (the “Pledged Securities”); TO HAVE AND TO HOLD the Pledged Securities, together with all rights, titles, interests, powers, privileges and preferences pertaining or incidental thereto, unto Lender, its successors and assigns; subject, however, to the terms, covenants and conditions hereinafter set forth. Pledgee agrees to hold the Pledged Securities to secure the payment of the Obligations and shall not encumber or otherwise dispose of such Pledged Securities except in accordance with the terms and provisions of this Agreement. Upon delivery to Lender, the Pledged Securities ) shall be accompanied by executed undated stock powers duly executed in blank and by such or other instruments or documents as Lender or its counsel may of transfer reasonably requestsatisfactory to the Lender. Each delivery of certificates for such Pledged Securities shall be accompanied by a schedule showing the number of shares and the numbers a description of the certificates securities theretofore and then being pledged hereunder, which schedule shall be attached annexed to Schedule I hereto as Schedule A and made a part hereof. Each schedule so delivered shall supersede any prior schedule schedules so delivered.

Pledge. As collateral security To secure the Obligations now or hereafter owed or to be performed by such Pledgor, each Pledgor does hereby grant, pledge and assign to the Pledgee for the payment and performance in full benefit of the Obligations, Pledgor hereby pledges, hypothecates, assigns, transfers, sets over and delivers unto LenderSecured Creditors, and does hereby grants to Lender create a first lien continuing security interest (subject to those Liens permitted to exist with respect to the Collateral pursuant to the terms of all Secured Debt Agreements then in effect) in favor of the Pledgee for the benefit of the Secured Creditors in, all of its right, title and interest in and to the collateral described following, whether now existing or hereafter from time to time acquired (collectively, the “Collateral”): (a) each of the Collateral Accounts (to the extent a security interest therein is not created pursuant to the Security Agreement), including any and all assets of whatever type or kind deposited by such Pledgor in Schedule any such Collateral Account, whether now owned or hereafter acquired, existing or arising, including, without limitation, all Financial Assets, Investment Property, moneys, checks, drafts, Instruments, Securities or interests therein of any type or nature deposited or required by the Credit Agreement or any other Secured Debt Agreement to be deposited in such Collateral Account, and all investments and all certificates and other Instruments (including depository receipts, if any) from time to time representing or evidencing the same, and all dividends, interest, distributions, cash and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the foregoing; (b) all Securities owned or held by such Pledgor from time to time and all options and warrants owned by such Pledgor from time to time to purchase Securities; (c) all Limited Liability Company Interests owned by such Pledgor from time to time and all of its right, title and interest in each limited liability company to which each such Limited Liability Company Interest relates, whether now existing or hereafter acquired, including, without limitation, to the fullest extent permitted under the terms and provisions of the documents and agreements governing such Limited Liability Company Interests and applicable law: (A) all its capital therein and its interest in all profits, income, surpluses, losses, Limited Liability Company Assets and other distributions to which such Pledgor shall at any time be entitled in respect of such Limited Liability Company Interests; (B) all other payments due or to become due to such Pledgor in respect of Limited Liability Company Interests, whether under any limited liability company agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise; (C) all of its claims, rights, powers, privileges, authority, options, security interests, liens and remedies, if any, under any limited liability company agreement or operating agreement, or at law or otherwise in respect of such Limited Liability Company Interests; (D) all present and future claims, if any, of such Pledgor against any such limited liability company for moneys loaned or advanced, for services rendered or otherwise; (E) all of such Pledgor’s rights under any limited liability company agreement or operating agreement or at law to exercise and enforce every right, power, remedy, authority, option and privilege of such Pledgor relating to such Limited Liability Company Interests, including any power to terminate, cancel or modify any such limited liability company agreement or operating agreement, to execute any instruments and to take any and all other action on behalf of and in the name of any of such Pledgor in respect of such Limited Liability Company Interests and any such limited liability company, to make determinations, to exercise any election (including, but not limited to, election of remedies) or option or to give or receive any notice, consent, amendment, waiver or approval, together with full power and authority to demand, receive, enforce, collect or receipt for any of the proceeds thereof foregoing or for any Limited Liability Company Asset, to enforce or execute any checks, or other instruments or orders, to file any claims and to take any action in connection with any of the foregoing; and (F) all other property hereafter delivered in substitution for or in addition to any of the foregoing, all certificates and instruments representing or evidencing such other property and all cash, additional securities or securities, interest, dividends, rights and other property at any time and from time to time received, receivable or otherwise distributable distributed in respect of, of or in exchange for, or in substitution for any or all thereof; (d) all Partnership Interests owned by such Pledgor from time to time and all of its right, title and interest in each partnership to which each such pledged securities (all such pledged securitiesPartnership Interest relates, the proceeds thereof, cash, dividends, additional securities and other property whether now existing or hereafter pledged hereunder are hereinafter collectively called the “Pledged Securities”); TO HAVE AND TO HOLD the Pledged Securitiesacquired, together with all rightsincluding, titles, interests, powers, privileges and preferences pertaining or incidental thereto, unto Lender, its successors and assigns; subject, howeverwithout limitation, to the terms, covenants and conditions hereinafter set forth. Pledgee agrees to hold the Pledged Securities to secure the payment of the Obligations and shall not encumber or otherwise dispose of such Pledged Securities except in accordance with fullest extent permitted under the terms and provisions of this Agreement. Upon delivery the documents and agreements governing such Partnership Interests and applicable law: (A) all its capital therein and its interest in all profits, income, surpluses, losses, Partnership Assets and other distributions to Lenderwhich such Pledgor shall at any time be entitled in respect of such Partnership Interests; (B) all other payments due or to become due to such Pledgor in respect of Partnership Interests, whether under any partnership agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise; (C) all of its claims, rights, powers, privileges, authority, options, security interests, liens and remedies, if any, under any partnership agreement or operating agreement, or at law or otherwise in respect of such Partnership Interests; (D) all present and future claims, if any, of such Pledgor against any such partnership for moneys loaned or advanced, for services rendered or otherwise; (E) all of such Pledgor’s rights under any partnership agreement or operating agreement or at law to exercise and enforce every right, power, remedy, authority, option and privilege of such Pledgor relating to such Partnership Interests, including any power to terminate, cancel or modify any partnership agreement or operating agreement, to execute any instruments and to take any and all other action on behalf of and in the Pledged Securities shall be accompanied by executed stock powers name of such Pledgor in blank respect of such Partnership Interests and by any such partnership, to make determinations, to exercise any election (including, but not limited to, election of remedies) or option or to give or receive any notice, consent, amendment, waiver or approval, together with full power and authority to demand, receive, enforce, collect or receipt for any of the foregoing or for any Partnership Asset, to enforce or execute any checks, or other instruments or documents as Lender orders, to file any claims and to take any action in connection with any of the foregoing; and (F) all other property hereafter delivered in substitution for or its counsel may reasonably requestin addition to any of the foregoing, all certificates and instruments representing or evidencing such other property and all cash, securities, interest, dividends, rights and other property at any time and from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all thereof; (e) all Financial Assets and Investment Property owned by such Pledgor from time to time; (f) all Security Entitlements owned by such Pledgor from time to time in any and all of the foregoing; and (g) all Proceeds of any and all of the foregoing. Each delivery of certificates for such Pledged Securities Notwithstanding anything to the contrary contained in this Agreement, no Pledgor shall be accompanied by a schedule showing the number required at any time to pledge hereunder any Equity Interests of shares and the numbers of the certificates theretofore and then pledged hereunder, which schedule shall be attached hereto as Schedule A and made a part hereof. Each schedule so delivered shall supersede any prior schedule so deliveredExempted Foreign Entity.

Pledge. (a) As collateral security for the full and timely payment and performance in full of the ObligationsLiquidated Damages, each Pledgor hereby pledges, hypothecates, assigns, transfers, sets over pledges to Accenture Ltd and delivers unto Lender, and hereby grants to Lender creates for the benefit of Accenture Ltd a perfected first lien priority security interest in, in the collateral described Covered Shares in Schedule A, together with the proceeds thereof and all cash, additional securities which such Pledgor now has or other property at any time and from time to time receivable in the future may acquire any right, title or otherwise distributable in respect of, in exchange for, or in substitution for any interest (and all such pledged certificates or other instruments or documents evidencing the Covered Shares, if any) and, except as set forth in Section 2(a), all proceeds thereof (together with any securities or property to be delivered to Accenture Ltd pursuant to Section 2(b)) and, upon substitution or delivery in accordance with Section l(b), any Substitute Collateral (as defined in Section 1(b)) and all such pledged securitiesproceeds thereof (collectively, the proceeds thereof, cash, dividends, additional securities and other property now or hereafter pledged hereunder are hereinafter collectively called the “Pledged Securities”); TO HAVE AND TO HOLD . Notwithstanding the Pledged Securitiesforegoing, together with all rightsat the request of a Pledgor and upon the prior written consent of Accenture Ltd (which consent shall be granted in the sole discretion of Accenture Ltd), titles, interests, powers, privileges and preferences pertaining or incidental thereto, unto Lender, its successors and assigns; subject, however, to the terms, covenants and conditions hereinafter set forth. Pledgee agrees to hold such Pledgor may grant a first priority security interest in the Pledged Securities to secure another entity (a “Permitted Prior Pledgee”), in which case, the payment of pledge by such Pledgor hereunder shall be a second priority security interest in the Obligations and shall not encumber or otherwise dispose of such Pledged Securities except in accordance with Securities. (b) During the terms and provisions term of this Agreement, a Pledgor may substitute for Pledged Securities readily marketable direct obligations of the United States, any agency thereof, or any triple-A rated sovereign, or other collateral acceptable to Accenture Ltd in its sole and absolute discretion (such collateral, other than Covered Shares, the “Substitute Collateral”) with a Fair Market Value on the date of substitution equal to or greater than the Fair Market Value on such date of the Pledged Securities to be released in exchange therefor. Upon delivery to Lendersuch substitution, the Pledged Securities replaced by such Substitute Collateral shall be accompanied by executed stock powers in blank and by such other instruments or documents as Lender or its counsel may reasonably requestreleased from the pledge hereunder. Each delivery of certificates for Pledgor agrees to deliver to Accenture Ltd such documents and to take such action deemed necessary or appropriate by Accenture Ltd to give Accenture Ltd a first priority perfected security interest in the Substitute Collateral, provided that in cases where a security interest in the Pledged Securities has been granted to a Permitted Prior Pledgee, Accenture Ltd shall receive a second priority perfected security interest in the Substitute Collateral. (c) If a Pledgor is not prohibited from doing so by the terms of the Voting Agreement or any other written agreement with Accenture Ltd, or any law or regulation or Accenture Ltd policy (collectively, the “Restrictions”) and, if at the time of the transfer, no Payment Event (as defined below) has occurred or is continuing with respect to such Pledgor (or the Partner who controls such Pledgor), this Agreement shall not prohibit such Pledgor from disposing of Covered Shares and receiving the proceeds thereof (such disposition, a “Permitted Disposition”). (d) For purposes of this Agreement, the “Fair Market Value” of any Pledged Security means, as of any date (1) in the case of Pledged Securities that are Class A common shares of Accenture Ltd (the “Class A common shares”) or Accenture Canada Exchangeco Exchangeable Shares (as such term is defined in the Voting Agreement), the average of the daily closing prices for Class A common shares of Accenture Ltd on the principal securities exchange or market on which the Class A common shares are traded for the 20 consecutive business days before the date in question (the “Average Closing Price”); provided, however, that the Fair Market Value of Class A common shares or Accenture Canada Exchangeco Exchangeable Shares for purposes of determining the amount of Substitute Collateral necessary to deliver in lieu of the Covered Shares during the first 20 business days following the date of the IPO shall be accompanied deemed to be the initial public offering price in the initial public offering by a schedule showing the number Accenture Ltd of shares its Class A common shares; and the numbers provided, further, that in connection with any enforcement of the certificates theretofore and then pledged hereundersecurity interest granted hereunder by Accenture Ltd in respect of the Class A common shares or Accenture Canada Exchangeco Exchangeable Shares under Section 3 hereof, which schedule the Average Closing Price shall be attached hereto determined as Schedule the average of the daily closing prices for Class A common shares on the principal securities exchange or market on which the Class A common shares are traded for the 20 consecutive business days before the date the Enforcement Notice (as hereafter defined) was given, and made a part hereof. Each schedule so delivered shall supersede (2) otherwise, the fair market value thereof as determined in good faith by the board of directors of Accenture Ltd. Any good faith determination by the board of directors of Accenture Ltd of the Fair Market Value of any prior schedule so deliveredPledged Security will be binding on each Pledgor.

Pledge. As collateral security for the payment and performance in full of the Secured Obligations, Pledgor the Grantor hereby pledgestransfers, grants, bargains, sells, conveys, hypothecates, assigns, transferspledges, sets over over, endorses over, and delivers unto Lenderthe Agent, and hereby grants to Lender the Agent, for its own benefit and for the benefit of the Lenders, a first lien security interest in, (a) the collateral described shares of capital stock listed in Schedule AI annexed hereto next to the Grantor's name (the "Initial Pledged Stock") and any additional shares of common stock of the issuers listed in Schedule I annexed hereto obtained in the future by the Grantor (collectively, the Initial Pledged Stock together with all such additional shares pledged in the future, the "Pledged Stock"), (b) all instruments of indebtedness (whether now existing or hereinafter arising) by any of the issuers listed in Schedule I annexed hereto 123 which name the Grantor as payee thereunder (the "Pledged Debt") and (c) subject to Section 5 below, all proceeds thereof of the Pledged Stock and Pledged Debt, including, without limitation, all cash, additional securities or other property at any time and from time to time receivable or otherwise distributable distributed in respect of, of or in exchange for, or in substitution for any and of or all such pledged securities Pledged Stock or Pledged Debt (all such pledged securities, the proceeds thereof, cash, dividends, additional securities and other property now or hereafter pledged hereunder are hereinafter items referred to in clauses (a) through (c) being collectively called the “Pledged Securities”"Collateral"); TO HAVE AND TO HOLD the Pledged Securities, together with all rights, titles, interests, powers, privileges and preferences pertaining or incidental thereto, unto Lender, its successors and assigns; subject, however, to the terms, covenants and conditions hereinafter set forth. Pledgee agrees to hold the Pledged Securities to secure the payment of the Obligations and shall not encumber or otherwise dispose of such Pledged Securities except in accordance with the terms and provisions of this Agreement. Upon delivery to Lenderthe Agent, any securities now or hereafter included in the Collateral including, without limitation, the Pledged Securities Stock (the "Pledged Securities") shall be accompanied by executed undated stock powers duly executed in blank or other instruments of transfer satisfactory to the Agent and by such other instruments or and documents as Lender or its counsel the Agent may reasonably request. Each delivery of certificates for such Pledged Securities shall be accompanied by a schedule showing the number of shares and the numbers a description of the certificates securities theretofore and then being pledged hereunder, which schedule shall be attached hereto as Schedule A I and made a part hereof. Each schedule so delivered shall supersede any prior schedule schedules so delivered.

Pledge. As collateral The Borrower, as security for the due and punctual payment and performance in full of the Obligations, Pledgor hereby pledges, hypothecates, assigns, transfers, sets over Obligations (including interest accruing on and delivers unto Lenderafter the filing of any petition in bankruptcy or of reorganization of the Borrower whether or not post filing interest is allowed in such proceeding), and each other Pledgor, as security for its obligations hereunder, hereby grants to Lender grant, pledge, hypothecate, assign, transfer, set over, convey and deliver unto the Administrative Agent (for the benefit of the Secured Parties), a first lien security interest inin all Pledged Collateral now owned or hereafter acquired by them. For the avoidance of doubt, for purposes of continuity of any pledge previously made under the Existing Corporate Facility Agreement and/or the Existing Production Facility Agreement, the “Administrative Agent” shall also be deemed to include the “collateral described agent” (if applicable) for purposes of each grant, mortgage, pledge, assignment, transfer, set over, conveyance or delivery in Schedule Athe preceding sentence to the extent made by any Credit Party that was previously a “Credit Party” as defined under the Existing Corporate Facility Agreement or the Existing Production Facility Agreement, together with as applicable. Subject to the proceeds thereof and all cashprovisions of the Senior Intercreditor Agreement, additional securities on or other property at any time and from time prior to time receivable or otherwise distributable in respect of, in exchange for, or in substitution for any and all such pledged securities (all such pledged securitiesthe Closing Date, the proceeds thereof, cash, dividends, additional securities and other property now Pledgors delivered or hereafter pledged hereunder are hereinafter collectively called shall deliver to the “Pledged Securities”); TO HAVE AND TO HOLD Administrative Agent the definitive instruments (if any) representing all Pledged Securities, together with all rights, titles, interests, powers, privileges and preferences pertaining accompanied by undated stock powers (or incidental thereto, unto Lender, its successors and assigns; subject, however, any comparable documents for non-corporate entities to the termsextent certificated), covenants and conditions hereinafter set forth. Pledgee agrees to hold the Pledged Securities to secure the payment of the Obligations and shall not encumber duly endorsed or otherwise dispose of such Pledged Securities except in accordance with the terms and provisions of this Agreement. Upon delivery to Lender, the Pledged Securities shall be accompanied by executed stock powers in blank by the appropriate Pledgor, and by such other instruments or documents relating thereto as Lender the Administrative Agent or its counsel may shall reasonably request. Each delivery Schedule 10.1 sets forth all of certificates for such the Pledged Securities shall be accompanied by a schedule showing the number of shares and the numbers as of the certificates theretofore and then pledged hereunder, which schedule shall be attached hereto as Schedule A and made a part hereof. Each schedule so delivered shall supersede any prior schedule so deliveredClosing Date.

Pledge. As collateral security Subject only to the right of the City, for and on behalf of its Department of Aviation, to pay Operating and Maintenance Expenses and to pay all amounts due with respect to the Senior Bonds and Obligations relating thereto, the Gross Revenues and all moneys and securities paid or to be paid to, or held or to be held in the Subordinate Bond Fund in accordance with the provisions of the General Bond Ordinance and the General Subordinate Bond Ordinance (except moneys and securities held in any Escrow Account and except as otherwise provided in the General Bond Ordinance as being unavailable to secure the payment of Subordinate Bond Requirements) are hereby irrevocably pledged by the City, for and performance in full on behalf of the Obligationsits Department of Aviation, Pledgor hereby pledges, hypothecates, assigns, transfers, sets over and delivers unto Lender, and hereby grants to Lender a first lien security interest in, the collateral described in Schedule A, together with the proceeds thereof and all cash, additional securities or other property at any time and from time to time receivable or otherwise distributable in respect of, in exchange for, or in substitution for any and all such pledged securities (all such pledged securities, the proceeds thereof, cash, dividends, additional securities and other property now or hereafter pledged hereunder are hereinafter collectively called the “Pledged Securities”); TO HAVE AND TO HOLD the Pledged Securities, together with all rights, titles, interests, powers, privileges and preferences pertaining or incidental thereto, unto Lender, its successors and assigns; subject, however, to the terms, covenants and conditions hereinafter set forth. Pledgee agrees to hold the Pledged Securities to secure the payment of the Series 2019A and Series 2019B Bonds, the Series 2019A and Series 2019B Credit Facility Bonds, its obligations under this Agreement, to the extent and with the priorities provided for herein and in the General Subordinate Bond Ordinance and each Supplemental Bond Ordinance. This pledge shall be valid and binding from and after the Closing Date, and such moneys and securities, as received by the City, for and on behalf of its Department of Aviation, and hereby pledged, shall immediately be subject to the Lien of this pledge without any physical delivery, filing or further act. The Lien of this pledge and the contractual obligations hereby made shall have priority over any or all other liabilities and obligations of the City, for and on behalf of its Department of Aviation (except in respect of Senior Bonds and any Obligations relating thereto); and the Lien of this pledge shall be valid and binding against all Persons having claims of any kind in tort, contract or otherwise against the City, for and on behalf of its Department of Aviation (except as otherwise provided in the General Bond Ordinance and the General Subordinate Bond Ordinance), whether or not such Persons have notice thereof. Notwithstanding the foregoing, the provisions of this Section 7.14 shall not encumber prohibit or otherwise dispose restrict the ability of such Pledged Securities except in accordance with the City, for and on behalf of its Department of Aviation, to cause moneys to be disbursed from any fund or account held under the General Bond Ordinance and the General Subordinate Bond Ordinance on the terms and provisions of this Agreement. Upon delivery subject to Lender, the Pledged Securities shall be accompanied by executed stock powers in blank and by such other instruments or documents as Lender or its counsel may reasonably request. Each delivery of certificates for such Pledged Securities shall be accompanied by a schedule showing the number of shares and the numbers of the certificates theretofore and then pledged hereunder, which schedule shall be attached hereto as Schedule A and made a part hereof. Each schedule so delivered shall supersede any prior schedule so deliveredconditions specified therein.

Pledge. As collateral security for To secure the payment and performance in full of the Secured Obligations, the Pledgor hereby pledges, hypothecates, assigns, transfers, sets over and delivers unto Lender, CorTrust and hereby grants to Lender CorTrust a first lien upon and a security interest inin Pledgor’s existing ownership of the Acquired Shares, the collateral described in Schedule Aincluding without limitation, any and all changes and replacements thereof, together with all of Pledgor’s other existing and future rights relating to the proceeds thereof Acquired Shares and any and all existing and future dividends, cash, additional shares, or securities or other property at any time time, and from time to time time, receivable or otherwise distributable in respect of, in exchange for, or in substitution for distribution of, any such Acquired Shares of the Issuer, together with any proceeds received by Pledgor of any redemption thereof by the Issuer and all such pledged securities dispositions thereof by Pledgor (all such pledged securitiescollectively, the proceeds thereof“Pledged Collateral”). For purposes of this Pledge Agreement, cashthe term “securities” shall be deemed to include capital stock of corporations, dividendsmembership interests or units of membership in limited liability companies, additional partnership interests in general partnerships and any type of limited partnership, in each case whether certificated or uncertificated. All securities issued by the Issuer and other property now or hereafter pledged hereunder owned by the Pledgor are hereinafter collectively called referred to as the “Pledged Securities”); TO HAVE AND TO HOLD the Pledged Securities, together with all rights, titles, interests, powers, privileges and preferences pertaining or incidental thereto, unto Lender, its successors and assigns; subject, however, to the terms, covenants and conditions hereinafter set forth. Pledgee agrees to hold the Pledged Securities to secure the payment of the Obligations and shall not encumber or otherwise dispose of such Pledged Securities except in accordance with the terms and provisions of this Agreement. .” Upon delivery to LenderCorTrust, or any of the Lenders as provided for in the Intercreditor Agreement, (A) any certificated securities now or hereafter included in the Pledged Securities Collateral shall be accompanied by duly executed stock powers in blank and by such other instruments or documents as Lender CorTrust or its counsel may reasonably request and (B) all other property comprising part of the Pledged Collateral shall be accompanied by proper instruments of assignment duly executed by the Pledgor and by such other instruments or documents as CorTrust or its counsel may reasonably request. Each delivery of certificates for such Pledged Securities shall be accompanied by a schedule showing the number of shares and the numbers of the certificates therefor, theretofore and then being pledged hereunder, which schedule schedules shall be attached hereto as Schedule A 1 and made a part hereof. Each schedule so delivered shall supersede any prior schedule schedules so delivered.

Pledge. As collateral security for the payment and performance in full of the Obligations, Pledgor hereby pledges, hypothecates, assigns, transfers, sets over collaterally assigns and delivers unto LenderBank, and hereby grants to Lender Bank a first lien security interest inon, upon, and in all of the collateral described following: (a) the securities, investment properties and general intangibles listed on Exhibit A attached hereto (and as supplemented from time to time in Schedule Aconnection with a Permitted Acquisition (as defined in the Loan Agreement)), together with the proceeds thereof and all any earnings thereon, and (b) any cash, additional securities options, instruments, shares or securities, dividends, distributions, rights or other property at any time and from time to time receivable or otherwise distributable in respect of, in exchange for, or in substitution for of, any and all such pledged securities described in clause (a), together with the proceeds thereof (all such pledged securities, of the proceeds thereof, cash, dividends, additional securities and other property now or hereafter pledged hereunder are foregoing being hereinafter collectively called the “Pledged Collateral”). Upon the execution hereof, (i) any securities, investment properties and general intangibles now or hereafter included in the Pledged Collateral (hereinafter called the “Pledged Securities”); ) shall be accompanied by duly executed transfer powers, as applicable, in blank and by such other instruments or documents as Bank or its counsel may reasonably request, and (ii) all other property comprising part of the Pledged Collateral (so long as an LLC [defined in Exhibit A] has not opted in to Article 8 of the Uniform Commercial Code in effect from time to time in the state of Delaware, such property of such LLC shall exclude certificates evidencing the Pledged Collateral) shall be delivered to Bank and accompanied by proper instruments of assignment duly executed by Pledgor and by such other instruments or documents as Bank or its counsel may reasonably request. At any time after an Event of Default, Bank, at its option, may have any and all Pledged Securities registered in its name or that of its nominee, and Pledgor hereby covenants that, upon Bank’s request, Pledgor will cause the issuer of the Pledged Securities to effect such registration. Each schedule so delivered shall supersede any prior schedules so delivered. TO HAVE AND TO HOLD the Pledged SecuritiesCollateral, together with all rights, titles, interests, powers, privileges and preferences references pertaining or incidental thereto, unto LenderBank, its successors and assigns; , forever, subject, however, to the terms, covenants and conditions hereinafter set forth. Pledgee agrees to hold the Pledged Securities to secure the payment of the Obligations and shall not encumber or otherwise dispose of such Pledged Securities except in accordance with the terms and provisions of this Agreement. Upon delivery to Lender, the Pledged Securities shall be accompanied by executed stock powers in blank and by such other instruments or documents as Lender or its counsel may reasonably request. Each delivery of certificates for such Pledged Securities shall be accompanied by a schedule showing the number of shares and the numbers of the certificates theretofore and then pledged hereunder, which schedule shall be attached hereto as Schedule A and made a part hereof. Each schedule so delivered shall supersede any prior schedule so delivered.

Pledge. As collateral The Bank shall also have the right to pledge its interest in Bank Bonds and the related Required Payments as security for its obligations under any repurchase agreement or other agreement with any third party financial institution. Other than with respect to a pledge of Bank Bonds and the payment related Required Payments to any Federal Reserve Bank or the United States Treasury, the Bank shall notify such pledgee, and performance in full obtain a written acknowledgment from such pledgee, that (A) any credit rating on the Bonds by virtue of the ObligationsLetter of Credit shall be inapplicable to such Bank Bonds and (B) if the Bank Bonds are remarketed as contemplated by Section 2.04(g) hereof, Pledgor hereby pledgesthe pledgee will sell its interest in such Bank Bonds and, hypothecatesif such pledgee fails to sell its interest such the Bank Bonds, assignssuch Bonds shall bear interest from the date of such proposed sale not at the Bank Bond Rate, transfersbut at the rate of interest such Bonds would have borne had they not been Bank Bonds. Upon receipt of a Purchase Notice submitted pursuant to Section 2.04(g) hereof with respect to Bank Bonds pledged pursuant to this subsection (k), sets over including Bank Bonds pledged to any Federal Reserve Bank or the United States Treasury, the Bank shall use its best efforts to deliver the Bank Bonds subject to such Purchase Notice, free and delivers unto Lenderclear of the pledged interest therein, by 2:30 p.m. (New York City time) on the Business Day specified in such Purchase Notice. If the Bank shall not deliver such Bank Bonds to the Tender Agent, free and clear of the pledged interest therein, by the Business Day specified in the Purchase Notice, such Bank Bonds shall as of such date no longer constitute Bank Bonds and such Bonds shall be deemed to have been remarketed, the Stated Amount shall be appropriately increased, and hereby grants to Lender a first lien security such Bonds shall bear interest in, at the collateral described in Schedule A, together with the proceeds thereof and all cash, additional securities or other property at any time and from time to time receivable or otherwise distributable in respect of, in exchange for, or in substitution for any and all such pledged securities (all such pledged securities, the proceeds thereof, cash, dividends, additional securities and other property now or hereafter pledged hereunder same rate as Bonds that are hereinafter collectively called the “Pledged Securities”); TO HAVE AND TO HOLD the Pledged Securities, together with all rights, titles, interests, powers, privileges and preferences pertaining or incidental thereto, unto Lender, its successors and assigns; subject, however, to the terms, covenants and conditions hereinafter set forth. Pledgee agrees to hold the Pledged Securities to secure the payment of the Obligations and shall not encumber or otherwise dispose of such Pledged Securities except in accordance with the terms and provisions of this Agreement. Upon delivery to Lender, the Pledged Securities shall be accompanied by executed stock powers in blank and by such other instruments or documents as Lender or its counsel may reasonably request. Each delivery of certificates for such Pledged Securities shall be accompanied by a schedule showing the number of shares and the numbers of the certificates theretofore and then pledged hereunder, which schedule shall be attached hereto as Schedule A and made a part hereof. Each schedule so delivered shall supersede any prior schedule so deliveredBank Bonds.

Pledge. As Subject to the terms of that certain Subordination Agreement of even date herewith among Lenders and former shareholders of Superior Pharmaceutical Company, as collateral security for the payment and performance in full of the ObligationsObligations (as hereinafter defined), Pledgor Borrower hereby pledges, hypothecates, assigns, transfers, sets over and delivers unto LenderSirrom, and hereby grants to Lender Sirrom a first lien security interest in, the collateral described in Schedule AA hereto, together with the proceeds thereof and all cash, additional securities or other property at any time and from time to time receivable or otherwise distributable in respect of, in exchange for, or in substitution for any and all such pledged securities (all such pledged securities, the proceeds thereof, cash, dividends, additional securities and other property now or hereafter pledged hereunder are hereinafter collectively called the “"Pledged Securities”"); TO HAVE AND TO HOLD the Pledged Securities, together with all rights, titles, interests, powers, privileges and preferences pertaining or incidental thereto, unto LenderSirrom, its successors and assigns; subject, however, to the terms, covenants and conditions hereinafter set forth. Pledgee agrees to hold the Pledged Securities to secure the payment of the Obligations and shall not encumber or otherwise dispose of such Pledged Securities except in accordance with the terms and provisions of this Agreement. Upon delivery to LenderSirrom, the Pledged Securities shall be accompanied by executed stock powers in blank and by such other instruments or documents as Lender Sirrom or its counsel may reasonably request. Each delivery of certificates for such Pledged Securities shall be accompanied by a schedule showing the number of shares and the numbers of the certificates theretofore and then pledged hereunder, which schedule shall be attached hereto as Schedule A and made a part hereof. Each schedule so delivered shall supersede any prior schedule so delivered.

Pledge. As collateral security To secure the Obligations now or hereafter owed or to be performed by such Pledgor, each Pledgor does hereby grant, pledge and assign to the Pledgee for the payment and performance in full benefit of the Obligations, Pledgor hereby pledges, hypothecates, assigns, transfers, sets over and delivers unto LenderSecured Creditors, and does hereby grants to Lender create a first lien continuing security interest (subject to those Liens permitted to exist with respect to the Collateral pursuant to the terms of all Secured Debt Agreements then in effect) in favor of the Pledgee for the benefit of the Secured Creditors in, all of its right, title and interest in and to the collateral described following, whether now existing or hereafter from time to time acquired (collectively, the "Collateral"): (a) each of the Collateral Accounts (to the extent a security interest therein is not created pursuant to the Security Agreement), including any and all assets of whatever type or kind deposited by such Pledgor in Schedule any such Collateral Account, whether now owned or hereafter acquired, existing or arising, including, without limitation, all Financial Assets, Investment Property, monies, checks, drafts, Instruments, Securities or interests therein of any type or nature deposited or required by the Credit Agreement or any other Secured Debt Agreement to be deposited in such Collateral Account, and all investments and all certificates and other Instruments (including depository receipts, if any) from time to time representing or evidencing the same, and all dividends, interest, distributions, cash and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the foregoing; (b) all Securities owned or held by such Pledgor from time to time and all options and warrants owned by such Pledgor from time to time to purchase Securities; (c) all Limited Liability Company Interests owned by such Pledgor from time to time and all of its right, title and interest in each limited liability company to which each such Limited Liability Company Interest relates, whether now existing or hereafter acquired, including, without limitation, to the fullest extent permitted under the terms and provisions of the documents and agreements governing such Limited Liability Company Interests and applicable law: (A) all the capital thereof and its interest in all profits, losses, Limited Liability Company Assets and other distributions to which such Pledgor shall at any time be entitled in respect of such Limited Liability Company Interests; (B) all other payments due or to become due to such Pledgor in respect of Limited Liability Company Interests, whether under any limited liability company agreement, operating agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise; (C) all of its claims, rights, powers, privileges, authority, options, security interests, liens and remedies, if any, under any limited liability company agreement or operating agreement, or at law or otherwise in respect of such Limited Liability Company Interests; (D) all present and future claims, if any, of such Pledgor against any such limited liability company for moneys loaned or advanced, for services rendered or otherwise; (E) all of such Pledgor's rights under any limited liability company agreement or operating agreement or at law to exercise and enforce every right, power, remedy, authority, option and privilege of such Pledgor relating to such Limited Liability Company Interests, including any power to terminate, cancel or modify any limited liability company agreement or operating agreement, to execute any instruments and to take any and all other action on behalf of and in the name of any of such Pledgor in respect of such Limited Liability Company Interests and any such limited liability company, to make determinations, to exercise any election (including, but not limited to, election of remedies) or option or to give or receive any notice, consent, amendment, waiver or approval, together with full power and authority to demand, receive, enforce, collect or receipt for any of the proceeds thereof foregoing or for any Limited Liability Company Asset, to enforce or execute any checks, or other instruments or orders, to file any claims and to take any action in connection with any of the foregoing (with all of the foregoing rights only to be exercisable upon the occurrence and during the continuation of an Event of Default); and (F) all other property hereafter delivered in substitution for or in addition to any of the foregoing, all certificates and instruments representing or evidencing such other property and all cash, additional securities or securities, interest, dividends, rights and other property at any time and from time to time received, receivable or otherwise distributable distributed in respect of, of or in exchange for, or in substitution for any or all thereof; (d) all Partnership Interests owned by such Pledgor from time to time and all of its right, title and interest in each partnership to which each such pledged securities (all such pledged securitiesPartnership Interest relates, the proceeds thereof, cash, dividends, additional securities and other property whether now existing or hereafter pledged hereunder are hereinafter collectively called the “Pledged Securities”); TO HAVE AND TO HOLD the Pledged Securitiesacquired, together with all rightsincluding, titles, interests, powers, privileges and preferences pertaining or incidental thereto, unto Lender, its successors and assigns; subject, howeverwithout limitation, to the terms, covenants and conditions hereinafter set forth. Pledgee agrees to hold the Pledged Securities to secure the payment of the Obligations and shall not encumber or otherwise dispose of such Pledged Securities except in accordance with fullest extent permitted under the terms and provisions of this Agreement. Upon delivery the documents and agreements governing such Partnership Interests and applicable law: (A) all the capital thereof and its interest in all profits, losses, Partnership Assets and other distributions to Lenderwhich such Pledgor shall at any time be entitled in respect of such Partnership Interests; (B) all other payments due or to become due to such Pledgor in respect of Partnership Interests, whether under any partnership agreement, operating agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise; (C) all of its claims, rights, powers, privileges, authority, options, security interests, liens and remedies, if any, under any partnership agreement or operating agreement, or at law or otherwise in respect of such Partnership Interests; (D) all present and future claims, if any, of such Pledgor against any such partnership for moneys loaned or advanced, for services rendered or otherwise; (E) all of such Pledgor's rights under any partnership agreement or operating agreement or at law to exercise and enforce every right, power, remedy, authority, option and privilege of such Pledgor relating to such Partnership Interests, including any power to terminate, cancel or modify any partnership agreement or operating agreement, to execute any instruments and to take any and all other action on behalf of and in the Pledged Securities shall be accompanied by executed stock powers name of any of such Pledgor in blank respect of such Partnership Interests and by any such partnership, to make determinations, to exercise any election (including, but not limited to, election of remedies) or option or to give or receive any notice, consent, amendment, waiver or approval, together with full power and authority to demand, receive, enforce, collect or receipt for any of the foregoing or for any Partnership Asset, to enforce or execute any checks, or other instruments or documents as Lender orders, to file any claims and to take any action in connection with any of the foregoing (with all of the foregoing rights only to be exercisable upon the occurrence and during the continuation of an Event of Default); and (F) all other property hereafter delivered in substitution for or its counsel may reasonably requestin addition to any of the foregoing, all certificates and instruments representing or evidencing such other property and all cash, securities, interest, dividends, rights and other property at any time and from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all thereof; (e) all Security Entitlements of such Pledgor from time to time in any and all of the foregoing; (f) all Financial Assets and Investment Property of such Pledgor from time to time; and (g) all Proceeds of any and all of the foregoing. Each delivery of certificates for such Pledged Securities Notwithstanding anything to the contrary contained in this Section 3.1, (w) Vanguard Health Management, Inc. shall not be required to pledge any Equity Interests in Healthcare Airplane Group LLC; provided that (i) Healthcare Airplane Group LLC shall be accompanied dissolved on or prior to December 31, 2004 or such later date as the Collateral Agent may agree in its sole discretion and (ii) if Healthcare Airplane Group LLC is not dissolved prior to such time, such Equity Interests shall be pledged hereunder pursuant to the provisions hereof, (x) no Pledgor shall be required to pledge any equity interests in any Health Care Joint Venture acquired in accordance with Section 9.15 of the Credit Agreement if the equity interests of such Health Care Joint Venture owned by all Pledgors has an aggregate investment cost of less than $2,000,000, (y) the pledge hereunder of the Equity Interests of any Foreign Subsidiary by a schedule showing Pledgor (to the number of shares and the numbers extent that such Pledgor is not a Foreign Subsidiary) shall be limited solely to no more than 65% of the certificates theretofore Voting Stock and then 100% of the Non-Voting Stock of such Pledgor's "first tier" Foreign Subsidiaries and (z) the equity interests of such Pledgor in The ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ and South Texas MRI Ltd. shall not be required to be pledged hereunderhereunder so long as the requisite consents to allow such pledge have not been obtained; provided that (i) the Pledgors agree to use their commercially reasonable efforts to obtain such consents and (ii) if any such consent is obtained, the Equity Interests of the entity for which schedule such consent has been obtained shall be attached hereto as Schedule A and made a part pledged hereunder pursuant to the provisions hereof. Each schedule so delivered shall supersede any prior schedule so delivered.

Pledge. As collateral security for the payment and performance in full of the ObligationsSecured Obligations (as defined in the Loan Agreement), Pledgor Borrower hereby pledges, hypothecates, assigns, transfers, sets over and delivers unto Lender, and hereby grants to Lender a first lien security interest in, the collateral described in Schedule A1 hereto, together with the proceeds thereof and all cash, additional securities or other property at any time and from time to time receivable or otherwise distributable in respect of, in exchange for, or in substitution for any and all such pledged securities (all such pledged securities, the proceeds thereof, cash, dividends, additional securities and other property now or hereafter pledged hereunder are hereinafter collectively called referred to as the “"Pledged Securities”"); TO HAVE AND TO HOLD the Pledged Securities, together with all rights, titles, interests, powers, privileges and preferences pertaining or incidental thereto, unto Lender, its successors and assigns; subject, however, subject to the terms, covenants and conditions hereinafter set forth. Pledgee agrees to hold the Pledged Securities to secure the payment of the Obligations and shall not encumber or otherwise dispose of such Pledged Securities except in accordance with the terms and provisions of this Agreement. Upon delivery to Lender, the Pledged Securities shall be accompanied by executed stock powers in blank and by such other instruments or documents as Lender or its counsel may reasonably request. Each delivery of certificates for such Pledged Securities shall be accompanied by a schedule showing the number of shares and the numbers of the certificates theretofore and then pledged hereunder, which schedule shall be attached hereto as Schedule A 1 and made a part hereof. Each schedule so delivered shall supersede any prior schedule so delivered. In the event that additional securities of the issuers listed on Schedule 1 are issued to Borrower, Borrower agrees to promptly deliver the certificates representing such securities together with stock powers endorsed in blank, to Lender as part of the collateral pledged hereunder and such securities shall constitute part of the Pledged Securities.

Pledge. As collateral security for Pledgor's promissory note ("Note") to BSI of even date herewith, which Note evidences the payment and performance in full indebtedness of the ObligationsPledgor to BSI, Pledgor hereby pledges, mortgages, hypothecates, assigns, transfers, delivers, sets over and delivers confirms unto Lender, and hereby grants to Lender a first lien security interest in, the collateral described in Schedule A, together with the proceeds thereof and all cash, additional securities or other property at any time and from time to time receivable or otherwise distributable in respect of, in exchange for, or in substitution for any and all such pledged securities (all such pledged securities, the proceeds thereof, cash, dividends, additional securities and other property now or hereafter pledged hereunder are hereinafter collectively called the “Pledged Securities”); TO HAVE AND TO HOLD the Pledged Securities, together with all rights, titles, interests, powers, privileges and preferences pertaining or incidental thereto, unto LenderBSI, its successors and assigns; subject, howeverthe following property, to wit: Any and all options to purchase shares of BSI or any of its affiliates, however received or whenever granted, either registered to or exercisable by the termsPledgor, covenants together with all proceeds thereof, additions thereto and conditions hereinafter set forth. Pledgee agrees substitutions therefor, including without limitation any other securities, cash or other properties distributed with respect to hold the Pledged Securities foregoing options to secure purchase stock or other securities subject to this Agreement, whether as a result of merger, consolidation, dissolution, reorganization, recapitalization, interest payment, stock split, stock dividend, reclassification or redemption or any other change declared or made in the capital structure of BSI, or otherwise, as collateral security for the payment in full when due of any and all obligations and indebtedness of Pledgor to BSI, whether direct, indirect or contingent, whether now existing or hereafter incurred and whether or not otherwise secured (hereinafter collectively referred to as the "Obligations"), including, without limitation, all obligations and indebtedness of Pledgor under the Note and any extensions, amendments and renewals thereto. In the event of a conflict or inconsistency between the terms hereof and the terms of the Obligations and shall not encumber or otherwise dispose of such Pledged Securities except in accordance with Note, the terms and provisions of this Agreement. Upon delivery to Lender, the Pledged Securities shall be accompanied by executed stock powers in blank and by such other instruments or documents as Lender or its counsel may reasonably request. Each delivery of certificates for such Pledged Securities shall be accompanied by a schedule showing the number of shares and the numbers of the certificates theretofore Note shall control. Pledgor warrants and then represents that Pledgor has the right to pledge, mortgage, hypothecate, assign, transfer, deliver, set over and confirm unto BSI all of the foregoing options to purchase shares free of any encumbrance subject only to the terms of any plan or plans by or pursuant to which such options were issued or awarded. Pledgor hereby agrees promptly to pledge and deposit hereunder with BSI any stock, securities, or other property with respect to any of the options or securities represented thereby, whether taken in substitution for or in addition to the above described property. Such stock, other securities and property shall stand pledged hereunder, which schedule shall be attached hereto and assigned for the Obligations in the same manner as Schedule A and made a part the property described in the first paragraph hereof. Each schedule so delivered shall supersede any prior schedule so deliveredAll of the property described in this Section 1 and in the first and second paragraphs hereof is hereinafter called the "Pledged Property."

Pledge. As collateral security for To secure the payment and performance in full of the Secured Obligations, the Pledgor hereby pledges, hypothecates, assigns, transfers, sets over and delivers unto Lender, Great Western and hereby grants to Lender Great Western a first lien upon and a security interest inin Pledgor’s existing ownership of the Acquired Shares, the collateral described in Schedule Aincluding without limitation, any and all changes and replacements thereof, together with all of Pledgor’s other existing and future rights relating to the proceeds thereof Acquired Shares and any and all existing and future dividends, cash, additional shares, or securities or other property at any time time, and from time to time time, receivable or otherwise distributable in respect of, in exchange for, or in substitution for distribution of, any such Acquired Shares of the Issuer, together with any proceeds received by Pledgor of any redemption thereof by the Issuer and all such pledged securities dispositions thereof by Pledgor (all such pledged securitiescollectively, the proceeds thereof“Pledged Collateral”). For purposes of this Pledge Agreement, cashthe term “securities” shall be deemed to include capital stock of corporations, dividendsmembership interests or units of membership in limited liability companies, additional partnership interests in general partnerships and any type of limited partnership, in each case whether certificated or uncertificated. All securities issued by the Issuer and other property now or hereafter pledged hereunder owned by the Pledgor are hereinafter collectively called referred to as the “Pledged Securities”); TO HAVE AND TO HOLD the Pledged Securities, together with all rights, titles, interests, powers, privileges and preferences pertaining or incidental thereto, unto Lender, its successors and assigns; subject, however, to the terms, covenants and conditions hereinafter set forth. Pledgee agrees to hold the Pledged Securities to secure the payment of the Obligations and shall not encumber or otherwise dispose of such Pledged Securities except in accordance with the terms and provisions of this Agreement. .” Upon delivery to LenderGreat Western, or any of the Lenders as provided for in the Intercreditor Agreement, (A) any certificated securities now or hereafter included in the Pledged Securities Collateral shall be accompanied by duly executed stock powers in blank and by such other instruments or documents as Lender Great Western or its counsel may reasonably request and (B) all other property comprising part of the Pledged Collateral shall be accompanied by proper instruments of assignment duly executed by the Pledgor and by such other instruments or documents as Great Western or its counsel may reasonably request. Each delivery of certificates for such Pledged Securities shall be accompanied by a schedule showing the number of shares and the numbers of the certificates therefor, theretofore and then being pledged hereunder, which schedule schedules shall be attached hereto as Schedule A 1 and made a part hereof. Each schedule so delivered shall supersede any prior schedule schedules so delivered.

Pledge. As collateral security for the payment and performance in full of the ObligationsFor value received, Pledgor hereby pledges, hypothecates, assigns, transfers, sets over and delivers unto Lender, and hereby ASC grants to Lender the Company a first lien security interest in(the "SECURITY INTEREST") in (i) the Certificate and the beneficial interest of ASC in the Trust, the collateral described in Schedule A(ii) following a Snake Loan Default (as defined below), together with the proceeds thereof all dividends, distributions and all cash, additional securities or other property at any time and cash from time to time received, receivable or otherwise distributable distributed in respect of, of or in exchange for, or in substitution for any or all of the Certificate and/or the beneficial interest in the Trust and (iii) any other interest of ASC in or relating to the AGM Interest (and following a Snake Loan Default, all proceeds thereof) (the "COLLATERAL"). The Security Interest is created to secure all obligations and indebtedness arising pursuant to the Snake River Loan Notes and all such pledged securities other agreements or instruments entered into in connection therewith (all such pledged securitiesthe "OBLIGATIONS"). Except as provided below, the proceeds thereofCollateral includes all rights to receive future distributions, cashincreases, dividendssubstitutions, additional securities and accessions, voting rights or other property now or hereafter pledged hereunder are hereinafter collectively called benefits which ASC receives or is entitled to receive or exercise on account of the “Pledged Securities”Collateral. The Collateral shall not include and the Security Interest shall terminate and be automatically released with respect to (i) rights to Retained Amounts (as defined in the Amended and Restated Company Agreement of the Amalgamated Sugar Company LLC dated as of October 14, 2005 (the "COMPANY AGREEMENT OF LLC"); TO HAVE AND TO HOLD , as the Pledged Securitiessame may be amended, together with all rightssupplemented or otherwise modified from time to time), titles, interests, powers, privileges accrued prior to a Snake Loan Default and preferences pertaining actually paid or incidental thereto, unto Lender, its successors and assigns; subject, however, distributed to ASC by the Resident Trustee (as defined in the Deposit Trust Agreement) of the Trust pursuant to the terms, covenants and conditions hereinafter set forth. Pledgee agrees to hold the Pledged Securities to secure the payment terms of the Obligations Deposit Trust Agreement prior to a Snake Loan Default and (ii) any other cash distributions on account of the Collateral actually paid or distributed to ASC by the Resident Trustee of the Trust pursuant to the Deposit Trust Agreement prior to a Snake Loan Default. The Company shall not encumber or otherwise dispose dispose, or attempt to encumber or dispose, of such Pledged Securities the Collateral except in accordance with the terms and provisions of this Agreement. Upon delivery to Lender, The term "SNAKE LOAN DEFAULT" means any default under the Pledged Securities shall be accompanied by executed stock powers Snake River Loan Notes permitting or resulting in blank and by such other instruments or documents as Lender or its counsel may reasonably request. Each delivery of certificates for such Pledged Securities shall be accompanied by a schedule showing the number of shares and the numbers acceleration of the certificates theretofore Snake River Loan Notes. Notwithstanding anything else contained in this Agreement, ASC agrees and then pledged hereunderacknowledges that the terms of the Deposit Trust Agreement require the Resident Trustee to segregate certain distributions and other amounts received by the Trust which were paid by the LLC in respect of the AGM Interest held by the Trust (the "DESIGNATED DISTRIBUTIONS"), which schedule shall including without limitation any distribution paid by the LLC in respect of Retained Amounts, and that such Designated Distributions are to be attached hereto paid, on behalf of the Company, to the Agent (as Schedule A and made defined below) for the Senior Notes (as defined below) for the benefit of the holders of such Senior Notes, regardless of whether or not a part hereof. Each schedule so delivered shall supersede Snake Loan Default or any prior schedule so deliveredacceleration of the Snake River Loan Notes has occurred or exists.

Pledge. As collateral security To secure the Obligations now or hereafter owed or to be performed by such Pledgor, the applicable Pledgor, as indicated below, does hereby grant and pledge to the Pledgee for the payment and performance in full benefit of the Obligations, Pledgor hereby pledges, hypothecates, assigns, transfers, sets over and delivers unto LenderSecured Creditors, and does hereby grants to Lender create a continuing first lien priority security interest in favor of the Pledgee for the benefit of the Secured Creditors in, all of its right, title and interest in and to the collateral described in Schedule Afollowing, together with the proceeds thereof and all cash, additional securities whether now existing or other property at any time and hereafter from time to time receivable or otherwise distributable in respect of, in exchange for, or in substitution for any and all such pledged securities acquired (all such pledged securitiescollectively, the proceeds thereof“Collateral”): (a) in the case of the Borrower and DSS III, cashrespectively, dividends, additional securities and other property now or hereafter pledged hereunder are hereinafter collectively called the “Pledged Securities”); TO HAVE AND TO HOLD the Pledged Securitiesapplicable Earnings Account held in its name, together with all rightsof such Pledgor’s right, titlestitle and interest in and to all sums of property (including cash equivalents and other investments) now or at any time hereafter on deposit therein, interestscredited thereto or payable thereon, powersand all instruments, privileges documents and preferences pertaining other writings evidencing the Earnings Accounts (collectively, the “Earnings Account Collateral”); (b) in the case of all Stock of each Subsidiary Guarantor that is a Collateral Vessel Owner, each a “Pledged Subsidiary”) and is owned by a Pledgor from time to time and all options and warrants owned by such Pledgor from time to time to purchase Stock of any such Pledged Subsidiary;1 (c) all Limited Liability Company Interests in any Pledged Subsidiary owned by such Pledgor from time to time and all of its right, title and interest in each limited liability company to which each such interest relates, whether now existing or incidental theretohereafter acquired, unto Lenderincluding, its successors and assigns; subject, howeverwithout limitation, to the terms, covenants and conditions hereinafter set forth. Pledgee agrees to hold the Pledged Securities to secure the payment of the Obligations and shall not encumber or otherwise dispose of such Pledged Securities except in accordance with fullest extent permitted under the terms and provisions of this Agreement. Upon delivery the documents and agreements governing such Limited Liability Company Interests and applicable law: (A) all the capital thereof and its interest in all profits, losses, Limited Liability Company Assets and other distributions to Lenderwhich such Pledgor shall at any time be entitled in respect of such Limited Liability Company Interests; (B) all other payments due or to become due to such Pledgor in respect of Limited Liability Company Interests, the Pledged Securities shall be accompanied by executed stock powers in blank and by such other instruments whether under any limited liability company agreement or documents otherwise, whether as Lender contractual obligations, damages, insurance proceeds or its counsel may reasonably request. Each delivery of certificates for such Pledged Securities shall be accompanied by a schedule showing the number of shares and the numbers of the certificates theretofore and then pledged hereunder, which schedule shall be attached hereto as Schedule A and made a part hereof. Each schedule so delivered shall supersede any prior schedule so delivered.otherwise;

Pledge. As collateral security for the payment and performance in full of the Secured Obligations, Pledgor the Grantor hereby pledgestransfers, grants, bargains, sells, conveys, hypothecates, assigns, transferspledges, sets over over, endorses over, and delivers unto he Lender, and hereby grants to Lender the Lender, for its own benefit and for the benefit of the Lender, a first lien security interest in, (a) the collateral described shares of capital stock listed in Schedule AI annexed hereto next to such Grantor's name (the "Pledged Stock"), together with and (b) subject to Section 5 below, all proceeds of the proceeds thereof and Pledged Stock, including, without limitation, all cash, additional securities or other property at any time and from time to time receivable or otherwise distributable distributed in respect of, of or in exchange for, or in substitution for any and of or all such pledged securities Pledged Stock (all such pledged securities, the proceeds thereof, cash, dividends, additional securities items referred to in clauses (a) and other property now or hereafter pledged hereunder are hereinafter (b) being collectively called the “Pledged Securities”"Collateral"); TO HAVE AND TO HOLD the Pledged Securities, together with all rights, titles, interests, powers, privileges and preferences pertaining or incidental thereto, unto Lender, its successors and assigns; subject, however, to the terms, covenants and conditions hereinafter set forth. Pledgee agrees to hold the Pledged Securities to secure the payment of the Obligations and shall not encumber or otherwise dispose of such Pledged Securities except in accordance with the terms and provisions of this Agreement. Upon delivery to the Lender, any securities now or hereafter included in the Collateral including, without limitation, the Pledged Securities Stock (the "Pledged Securities") shall be accompanied by executed undated stock powers duly executed in blank or other instruments of transfer satisfactory to the Lender and by such other instruments or and documents as the Lender or its counsel may reasonably request. Each delivery of certificates for such Pledged Securities shall be accompanied by a schedule showing the number of shares and the numbers a description of the certificates securities theretofore and then being pledged hereunder, which schedule shall be attached hereto as Schedule A I and made a part hereof. Each schedule so delivered shall supersede any prior schedule schedules so delivered.

Pledge. As collateral security for the payment and performance in full of the ObligationsObligations (as hereinafter defined), Pledgor Borrower hereby pledges, hypothecates, assigns, transfers, sets over and delivers unto Lender, and hereby grants to Lender a first lien security interest in, the collateral described in Schedule AA hereto, together with the proceeds thereof and all cash, additional securities or other property at any time and from time to time receivable or otherwise distributable in respect of, in exchange for, or in substitution for any and all such pledged securities (all such pledged securities, the proceeds thereof, cash, dividends, additional securities and other property now or hereafter pledged hereunder are hereinafter collectively called the “"Pledged Securities”"); TO HAVE AND TO HOLD the Pledged Securities, together with all rights, titles, interests, powers, privileges and preferences pertaining or incidental thereto, unto Lender, its successors and assigns; subject, however, to the terms, covenants and conditions hereinafter set forth. Pledgee agrees to hold the Pledged Securities to secure the payment of the Obligations and shall not encumber or otherwise dispose of such Pledged Securities except in accordance with the terms and provisions of this Agreement. Upon delivery to Lender, the Pledged Securities shall be accompanied by executed stock powers in blank and by such other instruments or documents as Lender or its counsel may reasonably request. Each delivery of certificates for such Pledged Securities shall be accompanied by a schedule showing the number of shares and the numbers of the certificates theretofore and then pledged hereunder, which schedule shall be attached hereto as Schedule A and made a part hereof. Each schedule so delivered shall supersede any prior schedule so delivered.

Pledge. (a) As collateral security for the full and timely payment and performance in full of the ObligationsLiquidated Damages, each Pledgor hereby pledges, hypothecates, assigns, transfers, sets over pledges to Accenture Ltd and delivers unto Lender, and hereby grants to Lender creates for the benefit of Accenture Ltd a perfected first lien priority security interest in, in the collateral described Covered Shares in Schedule A, together with the proceeds thereof and all cash, additional securities which such Pledgor now has or other property at any time and from time to time receivable in the future may acquire any right, title or otherwise distributable in respect of, in exchange for, or in substitution for any interest (and all such pledged certificates or other instruments or documents evidencing the Covered Shares, if any) and, except as set forth in Section 2(a), all proceeds thereof (together with any securities or property to be delivered to Accenture Ltd pursuant to Section 2(b)) and, upon substitution or delivery in accordance with Section l(b), any Substitute Collateral (as defined in Section 1(b)) and all such pledged securitiesproceeds thereof (collectively, the proceeds thereof, cash, dividends, additional securities and other property now or hereafter pledged hereunder are hereinafter collectively called the “Pledged Securities”); TO HAVE AND TO HOLD . Notwithstanding the Pledged Securitiesforegoing, together with all rightsat the request of a Pledgor and upon the prior written consent of Accenture Ltd (which consent shall be granted in the sole discretion of Accenture Ltd), titles, interests, powers, privileges and preferences pertaining or incidental thereto, unto Lender, its successors and assigns; subject, however, to the terms, covenants and conditions hereinafter set forth. Pledgee agrees to hold such Pledgor may grant a first priority security interest in the Pledged Securities to secure another entity (a “Permitted Prior Pledgee”), in which case, the payment of pledge by such Pledgor hereunder shall be a second priority security interest in the Obligations and shall not encumber or otherwise dispose of such Pledged Securities except in accordance with Securities. (b) During the terms and provisions term of this Agreement, a Pledgor may substitute for Pledged Securities readily marketable direct obligations of the United States, any agency thereof, or any triple-A rated sovereign, or other collateral acceptable to Accenture Ltd in its sole and absolute discretion (such collateral, other than Covered Shares, the “Substitute Collateral”) with a Fair Market Value on the date of substitution equal to or greater than the Fair Market Value on such date of the Pledged Securities to be released in exchange therefor. Upon delivery to Lendersuch substitution, the Pledged Securities replaced by such Substitute Collateral shall be accompanied released from the pledge hereunder. Each Pledgor agrees to deliver to Accenture Ltd such documents and to take such action deemed necessary or appropriate by executed stock powers Accenture Ltd to give Accenture Ltd a first priority perfected security interest in blank the Substitute Collateral, provided that in cases where a security interest in the Pledged Securities has been granted to a Permitted Prior Pledgee, Accenture Ltd shall receive a second priority perfected security interest in the Substitute Collateral. (c) If a Pledgor is not prohibited from doing so by the terms of the Voting Agreement or any other written agreement with Accenture Ltd, or any law or regulation or Accenture Ltd policy (collectively, the “Restrictions”) and, if at the time of the transfer, no Payment Event (as defined below) has occurred or is continuing with respect to such Pledgor (or the Partner who controls such Pledgor), this Agreement shall not prohibit such Pledgor from disposing of Covered Shares and receiving the proceeds thereof (such disposition, a “Permitted Disposition”). (d) For purposes of this Agreement, the “Fair Market Value” of any Pledged Security means, as of any date (1) in the case of Pledged Securities that are Class A common shares of Accenture Ltd (the “Class A common shares”) or Accenture Canada Exchangeco Exchangeable Shares (as such term is defined in the Voting Agreement), the average of the daily closing prices for Class A common shares of Accenture Ltd on the principal securities exchange or market on which the Class A common shares are traded for the 20 consecutive business days before the date in question (the “Average Closing Price”); provided, however, that the Fair Market Value of Class A common shares or Accenture Canada Exchangeco Exchangeable Shares for purposes of determining the amount of Substitute Collateral necessary to deliver in lieu of the Covered Shares during the first 20 business days following the date of the IPO shall be deemed to be the initial public offering price in the initial public offering by such Accenture Ltd of its Class A common shares; and provided, further, that in connection with any enforcement of the security interest granted hereunder by Accenture Ltd in respect of the Class A common shares or Accenture Canada Exchangeco Exchangeable Shares under Section 3 hereof, the Average Closing Price shall be determined as the average of the daily closing prices for Class A common shares on the principal securities exchange or market on which the Class A common shares are traded for the 20 consecutive business days before the date the Enforcement Notice (as hereafter defined) was given, and (2) otherwise, the fair market value thereof as determined in good faith by the board of directors of Accenture Ltd. Any good faith determination by the board of directors of Accenture Ltd of the Fair Market Value of any Pledged Security will be binding on each Pledgor. (e) Each Pledgor shall deliver to Accenture Ltd, promptly upon receipt thereof, all certificates or other instruments or documents, if any, evidencing the Pledged Securities together with such other documents deemed necessary or appropriate by Accenture Ltd to give Accenture Ltd control (as Lender defined in the Uniform Commercial Code of the State of New York (the “UCC”)) or otherwise to perfect the security interest granted hereunder (such transfer powers and other appropriate documents, the “Perfection Documents”) in respect of Pledged Securities, and will deliver Perfection Documents for all Pledged Securities to be pledged hereunder from time to time. Each Pledgor hereby authorizes the issuer of any Covered Shares issued to such Pledgor and any transfer agent in respect of such Covered Shares to deliver any certificate or other instruments or documents, if any, evidencing such Covered Shares to Accenture Ltd or its counsel may reasonably request. Each delivery of certificates for such Pledged Securities shall be accompanied by a schedule showing the number of shares and the numbers of the certificates theretofore and then pledged hereunder, which schedule shall be attached hereto as Schedule A and made a part hereof. Each schedule so delivered shall supersede any prior schedule so delivereddelegate.

Pledge. As collateral security The Debtor hereby pledges to the Secured Party for its benefit, and grants to the Secured Party for the payment and performance in full benefit of the Obligationsholders of the Notes, Pledgor hereby pledges, hypothecates, assigns, transfers, sets over and delivers unto Lender, and hereby grants to Lender a first lien security interest inin the following collateral (the "PLEDGED COLLATERAL"): all of Debtor's right, title and interest in and to the Accounts (including without limitation the Interest Reserve Account, the collateral described in Schedule AConstruction Disbursement Account, together with the proceeds thereof Completion Reserve Account, the Operating Reserve Account, the Escrow Account and the Disbursement Funds Account) and all cashfunds, additional securities assets, securities, accounts or other property at any time and investments from time to time receivable credited thereto or otherwise distributable in respect of, in exchange for, or in substitution for any and all such pledged securities deposited therein (all such pledged securities, the proceeds thereof, cash, dividends, additional securities and other property now or hereafter pledged hereunder are hereinafter collectively called the “Pledged Securities”"PLEDGED SECURITIES"); TO HAVE AND TO HOLD the Pledged Securities, together with all additions to, replacements of or substitutions for such Accounts and Pledged Securities and other assets, and all income, interest, and dividends (stock or otherwise) thereon; all of Debtor's right, title and interest in and to the Accounts (including without limitation the Interest Reserve Account, the Construction Disbursement Account, the Completion Reserve Account, the Operating Reserve Account, the Escrow Account and the Disbursement Funds Account) and all funds, assets, securities, accounts or investments from time to time credited thereto or deposited therein (the "PLEDGED SECURITIES"), together with all additions to, replacements of or substitutions for such Accounts and Pledged Securities and other assets, and all income, interest, and dividends (stock or otherwise) thereon; all cash, instruments and other rights, titlesproperty or proceeds or products from time to time received, interestsreceivable or otherwise distributed in respect of or in exchange for any or all of the Accounts or the Pledged Securities; all cash, powersinstruments and other rights, privileges property or proceeds or products from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the Accounts or the Pledged Securities; all other claims of any kind or nature, and preferences pertaining any instruments, certificates, chattel paper or incidental theretoother writings evidencing such claims, unto Lenderwhether in contract or tort and whether arising by operation of law, its successors consensual agreement or otherwise, at any time acquired by Debtor as owner of any Account or Pledged Security; and assignsall other claims of any kind or nature, and any instruments, certificates, chattel paper or other writings evidencing such claims, whether in contract or tort and whether arising by operation of law, consensual agreement or otherwise, at any time acquired by Debtor as owner of any Account or Pledged Security; subject, however, and to the terms, covenants and conditions hereinafter set forth. Pledgee agrees to hold the Pledged Securities to secure the payment extent not included in any of the Obligations foregoing, all proceeds and shall not encumber or otherwise dispose of such Pledged Securities except in accordance with the terms and provisions of this Agreement. Upon delivery to Lender, the Pledged Securities shall be accompanied by executed stock powers in blank and by such other instruments or documents as Lender or its counsel may reasonably request. Each delivery of certificates for such Pledged Securities shall be accompanied by a schedule showing the number of shares and the numbers products of the certificates theretofore foregoing. to the extent not included in any of the foregoing, all proceeds and then pledged hereunder, which schedule shall be attached hereto as Schedule A and made a part hereof. Each schedule so delivered shall supersede any prior schedule so deliveredproducts of the foregoing.

Pledge. As collateral security for To secure the payment and performance in full of the ObligationsSecured Obligations as hereinafter defined), the Pledgor hereby pledges, hypothecates, assigns, transfers, sets over and delivers unto LenderCoBank, and hereby grants to Lender CoBank, a first lien upon and a security interest inin (a) all capital stock of the Subsidiary, now owned or hereafter acquired by the Pledgor, and any other entity, of which the Pledgor now owns or hereafter acquires 25% or more of the issued and outstanding capital stock or voting securities (all such entities, collectively, the collateral described in Schedule A, together with the proceeds thereof "Pledged Subsidiaries") and all (b) any cash, additional shares or securities or other property at any time and from time to time receivable or otherwise distributable in respect of, in exchange for, or in substitution for distribution of, any and all such pledged securities stock and voting securities, together with the proceeds thereof (all such pledged shares, common stock, capital stock, securities, the cash, property and other proceeds thereof, cashcollectively, dividendsthe "Pledged Collateral"). For purposes of this Pledge Agreement, additional the term "securities" shall be deemed to include capital stock of corporations, partnership interests in general partnerships and any type of limited partnership and membership interests in limited liability companies, in each case whether certificated or uncertificated. All securities issued by the Pledged Subsidiaries and other property now or hereafter pledged hereunder owned by the Pledgor are hereinafter collectively called referred to as the “"Pledged Securities”); TO HAVE AND TO HOLD the Pledged Securities, together with all rights, titles, interests, powers, privileges and preferences pertaining or incidental thereto, unto Lender, its successors and assigns; subject, however, to the terms, covenants and conditions hereinafter set forth. Pledgee agrees to hold the Pledged Securities to secure the payment of the Obligations and shall not encumber or otherwise dispose of such Pledged Securities except in accordance with the terms and provisions of this Agreement". Upon delivery to LenderCoBank, (A) any certificated securities now or hereafter included in the Pledged Securities Collateral shall be accompanied by duly executed stock powers in blank and by such other instruments or documents as Lender CoBank or its counsel may reasonably request and (B) all other property comprising part of the Pledged Collateral shall be accompanied by proper instruments of assignment duly executed by the Pledgor and by such other instruments or documents as CoBank or its counsel may reasonably request. Each delivery of certificates for such Pledged Securities shall be accompanied by a schedule showing the number of shares and the numbers of the certificates therefor, theretofore and then being pledged hereunder, which schedule schedules shall be attached hereto as Schedule A 1 and ---------- made a part hereof. Each schedule so delivered shall supersede any prior schedule schedules so delivered. TO HAVE AND TO HOLD the Pledged Collateral, together with all rights, titles, interests, powers, privileges and preferences pertaining or incidental thereto, unto CoBank, its successors and assigns, forever, subject, however, to the terms, covenants and conditions hereinafter set forth. (i) the payment and performance of all obligations of the Borrowers under the Loan Agreement and any other Loan Document, including, without limitation, the payment of all principal, interest and other amounts becoming due and payable under that certain Promissory Note, dated of even date herewith, made by the Borrowers to CoBank in the principal face amount of $40,000,000 and (ii) the payment of all other indebtedness and the performance of all other obligations of the Borrowers to CoBank of every type and description, whether now existing or hereafter arising, fixed or contingent, as primary obligor or as guarantor or surety, acquired directly or by assignment or otherwise, liquidated or unliquidated, regardless of how they arise or by what agreement or instrument they may be evidenced, including, without limitation, all loans, advances and other extensions of credit and all covenants, agreements, and provisions contained in all loan and other agreements between the parties.

Pledge. As collateral security for the payment and performance in full of the Obligations, Pledgor hereby pledges, hypothecates, assigns, transfers, sets over and delivers unto Lender, and The undersigned hereby grants to Lender the Company a first lien continuing and unconditional security interest in, in the collateral described in Schedule A, together with shares of Common Stock issued to the proceeds thereof undersigned at the Initial Closing and all other rights, contractual or otherwise, now existing or hereafter arising with respect to the shares of Common Stock issued to the undersigned at the Initial Closing and all dividends, cash, additional securities or securities, instruments and other property at any time and from time to time receivable paid, payable or otherwise distributable distributed in respect of, of or in exchange for, or in substitution for any and or all of the undersigned's interests in such pledged securities (all such pledged securities, the proceeds thereof, cash, dividends, additional securities and other property now or hereafter pledged hereunder are hereinafter collectively called the “Pledged Securities”); TO HAVE AND TO HOLD the Pledged Securities, together with all rights, titles, interests, powers, privileges and preferences pertaining or incidental thereto, unto Lender, its successors and assigns; subject, however, to the terms, covenants and conditions hereinafter set forth. Pledgee agrees to hold the Pledged Securities shares to secure the prompt, timely and complete payment of the Obligations and shall not encumber or otherwise dispose amount payable to the Company hereunder by the undersigned at the Final Closing. All of such Pledged Securities except in accordance with the terms and provisions of this Agreement. Upon delivery certificates evidencing the Common Stock issued to Lenderthe undersigned at the Initial Closing will be delivered to the Company, the Pledged Securities shall be accompanied by executed stock powers in blank and by such other instruments or documents as Lender or its counsel may reasonably request. Each delivery of certificates for such Pledged Securities shall be accompanied by a schedule showing stock power in the number form of shares and the numbers of the certificates theretofore and then pledged hereunder, which schedule shall be Exhibit A attached hereto as Schedule A and made a part hereof, duly executed in blank. Each schedule so So long as the security interest granted herein is not terminated, the undersigned will keep the shares of Common Stock free of all security interests, voting trust agreements, or other instruments and encumbrances, except the security interest granted herein. So long as the Final Closing has not been consummated by the undersigned and the undersigned has not failed to make payment thereat when due, the undersigned shall be entitled to exercise any and all voting and other rights pertaining to such shares. The security interest granted herein shall terminate and the shares of Common Stock issued to the undersigned at the Initial Closing shall be delivered to the undersigned, upon the earliest of (i) the timely and complete payment of the amount payable by the undersigned to the Company at the Final Closing, (ii) the date the shares of Common Stock are no longer subject to the lock-up provisions of Section 5.2(e) and (iii) 18 months after the Initial Closing in the event the Performance Milestones are not satisfied by such date; provided, however, that in the case of clause (ii), the security interest shall supersede any prior schedule so deliveredterminate only with respect to that number of shares of Common Stock as to which the lock-up provisions have expired. The foregoing provisions of this Section 9.1 shall not apply to the Warrants issued to the undersigned at the Initial Closing or the shares of Common Stock into which such Warrants are exercisable.

Pledge. As collateral security for the payment and performance in full of the Obligations, Pledgor each Grantor hereby pledgestransfers, grants, bargains, sells, conveys, hypothecates, assigns, transferspledges, sets over over, endorses over, and delivers unto the Lender, and hereby grants to Lender the Lender, for its own benefit, a first lien security interest inin (a) the shares of capital stock, limited liability company interests and membership interests listed in Schedule I annexed hereto next to such Grantor’s name (the “Initial Pledged Equity”), any additional shares of common stock, limited liability company interests and membership interests of the issuers listed in Schedule I annexed hereto obtained in the future by such Grantor and any capital stock, limited liability company interests and membership interests in any entity acquired in the future by such Grantor (collectively, the collateral described in Schedule A, Initial Pledged Equity together with all such additional shares pledged in the future, the “Pledged Equity”) and (b) subject to Section 5 below, all proceeds thereof and of the Pledged Equity, including, without limitation, all cash, additional securities or other property at any time and from time to time receivable or otherwise distributable distributed in respect of, of or in exchange for, or in substitution for any and of or all such pledged Pledged Equity (the items referred to in clauses (a) and (b) being collectively called the “Collateral”). Upon delivery to the Lender, any securities (all such pledged securities, the proceeds thereof, cash, dividends, additional securities and other property now or hereafter pledged hereunder are hereinafter collectively called included in the Collateral including, without limitation, the Pledged Equity (the “Pledged Securities”); TO HAVE AND TO HOLD the Pledged Securities, together with all rights, titles, interests, powers, privileges and preferences pertaining or incidental thereto, unto Lender, its successors and assigns; subject, however, to the terms, covenants and conditions hereinafter set forth. Pledgee agrees to hold the Pledged Securities to secure the payment of the Obligations and shall not encumber or otherwise dispose of such Pledged Securities except in accordance with the terms and provisions of this Agreement. Upon delivery to Lender, the Pledged Securities ) shall be accompanied by executed undated stock powers duly executed in blank and by such or other instruments or documents as Lender or its counsel may of transfer reasonably requestsatisfactory to the Lender. Each delivery of certificates for such Pledged Securities shall be accompanied by a schedule showing the number of shares and the numbers a description of the certificates securities theretofore and then being pledged hereunder, which schedule shall be attached annexed to Schedule I hereto as Schedule A and made a part hereof. Each schedule so delivered shall supersede any prior schedule schedules so delivered.

Pledge. (a) As collateral security for the payment full and performance in full prompt satisfaction of the Obligations, Pledgor hereby pledges, hypothecates, assignsdelivers, transfers, transfers and sets over to Pledgee in form transferable for delivery, the Pledged Securities and delivers unto Lender, and hereby grants to Lender Pledgee a valid first priority lien on and security interest in, the collateral described in Schedule A, together with the proceeds thereof and all cash, additional securities or other property at any time and from time to time receivable or otherwise distributable in respect of, in exchange for, or in substitution for any and all such pledged securities (all such pledged securities, the proceeds thereof, cash, dividends, additional securities and other property now or hereafter pledged hereunder are hereinafter collectively called the “Pledged Securities”); TO HAVE AND TO HOLD the Pledged Securities, together all certificates representing the Pledged Securities or other instruments or documents evidencing the same. (b) Prior to the occurrence of an Event of Default, Pledgor shall be entitled to all voting rights with respect to the Pledged Securities and, for that purpose, Pledgee shall execute and deliver to Pledgor all necessary proxies. Immediately and without further notice, upon the occurrence of an Event of Default, whether or not the Pledged Securities shall have been registered in the name of Pledgee or its nominee, Pledgee or its nominee shall have the right to exercise all voting rights as to all of the Pledged Securities and all other corporate rights and all conversion, exchange, subscription or other rights, titlesprivileges or options pertaining thereto as if Pledgee or its nominee were the absolute owner thereof including, interestswithout limitation, powersthe right to exchange any or all of the Pledged Securities upon the merger, privileges and preferences consolidation, reorganization, recapitalization or other readjustment of Pledgee thereof, or upon the exercise by Pledgee of any right, privilege, or option pertaining or incidental theretoto any of the Pledged Securities and, unto Lender, its successors and assigns; subject, howeverin connection therewith, to the terms, covenants and conditions hereinafter set forth. Pledgee agrees to hold deliver any of the Pledged Securities to secure the payment any committee, depository, transfer agent, registrar or other designated agency upon such terms and conditions as it may determine, all without liability except to account for property actually received by Pledgee; but Pledgee shall have no duty to exercise any of the Obligations aforesaid rights or privileges, or may delay in so doing. (c) Prior to the occurrence of an Event of Default, Pledgor shall be entitled to any and shall all regular cash dividends declared by the Pledgee to be paid on account of the Pledged Securities; provided, however, that immediately and without further notice, upon the occurrence of an Event of Default, whether or not encumber or otherwise dispose of such Pledged Securities except in accordance with the terms and provisions of this Agreement. Upon delivery to Lender, the Pledged Securities shall have been registered in the name of Pledgee or its nominees, Pledgee or its nominee shall have the right to any and all regular cash dividends paid on account of the Pledged Securities which shall be accompanied delivered to Pledgee and may, at Pledgee's option, be applied on account of the Obligations in such order and manner as Pledgee may elect. (d) At any time following execution of this Agreement, if Pledgor shall become entitled to receive or shall receive, in connection with any of the Pledged Securities, any: (i) stock certificate, including, without limitation, any certificate representing a stock dividend or in connection with any increase or reduction of capital, reclassification, merger, consolidation, sale of assets, combination of shares, stock split, spin-off or split-off; (ii) option, warrant or right, whether as an addition to or in substitution or in exchange for any of the Pledged Securities, or otherwise; or (iii) dividends or distributions payable in property, including securities issued by executed an issuer other than Pledgee; then, Pledgor shall accept the same as Pledgee's agent, in express trust for Pledgee, and shall deliver the same forthwith to the Pledgee in the exact form received with, as applicable, Pledgor's endorsement, or appropriate stock powers duly executed in blank, (with signatures "bank guaranteed") which the Pledgor hereby unconditionally agrees to make and/or furnish, to be held by Pledgee, subject to the terms hereof, as part of the Pledged Securities. (e) The Pledgor hereby delivers to the Pledgee appropriate updated stock transfer powers duly executed in blank and by such other instruments or documents as Lender or its counsel may reasonably request. Each delivery of certificates for such the Pledged Securities shall and will deliver appropriate updated stock transfers powers duly executed in blank for any Pledged Securities to be accompanied by a schedule showing the number of shares and the numbers of the certificates theretofore and then pledged hereunder, which schedule shall be attached hereto as Schedule A and made a part hereof. Each schedule so delivered shall supersede any prior schedule so deliveredhereunder from time to time.

Pledge. As collateral security for the payment and performance in full of the ObligationsObligations (as defined in section 2 hereof), Pledgor hereby pledges, hypothecates, assigns, transfers, sets over and delivers unto Lender, and hereby grants to Lender a first lien security interest in, the collateral described in Schedule A1 hereto, together with the proceeds thereof and all cash, additional securities or other property at any time and from time to time receivable or otherwise distributable in respect of, in exchange for, or in substitution for any and all such pledged securities (all such pledged securities, the proceeds thereof, cash, dividends, additional securities and other property now or hereafter pledged hereunder are hereinafter collectively called referred to as the “"Pledged Securities”"); TO HAVE AND TO HOLD the Pledged Securities, together with all rights, titles, interests, powers, privileges and preferences pertaining or incidental thereto, unto Lender, its successors and assigns; subject, however, subject to the terms, covenants and conditions hereinafter set forth. Pledgee agrees to hold the Pledged Securities to secure the payment of the Obligations and shall not encumber or otherwise dispose of such Pledged Securities except in accordance with the terms and provisions of this Agreement. Upon delivery to Lender, the Pledged Securities shall be accompanied by executed stock powers in blank and by such other instruments or documents as Lender or its counsel may reasonably request. Each delivery of certificates for such Pledged Securities shall be accompanied by a schedule showing the number of shares and the numbers of the certificates theretofore and then pledged hereunder, which schedule shall be attached hereto as Schedule A 1 and made a part hereof. Each schedule so delivered shall supersede any prior schedule so delivered. In the event that additional securities of the issuers listed on Schedule 1 are issued to Pledgor, Pledgor agrees to promptly deliver the certificates representing such securities together with stock powers endorsed in blank, to Lender as part of the collateral pledged hereunder and such securities shall constitute part of the Pledged Securities.

Pledge. As collateral security for the payment and performance in full of the Obligations, Pledgor hereby pledges, hypothecates, assigns, transfers, sets over and delivers unto Lender, and hereby grants to Lender a first lien security interest in, the collateral described in Schedule ASCHEDULE A hereto, together with the proceeds thereof and all cash, additional securities or other property at any time and from time to time receivable or otherwise distributable in respect of, in exchange for, or in substitution for any and all such pledged securities (all such pledged securities, the proceeds thereof, cash, dividends, additional securities and other property now or hereafter pledged hereunder are hereinafter collectively called the “"Pledged Securities”"); TO HAVE AND TO HOLD the Pledged Securities, together with all rights, titles, interests, powers, privileges and preferences pertaining or incidental thereto, unto Lender, its successors and assigns; subject, however, to the terms, covenants and conditions hereinafter set forth. Pledgee agrees to hold the Pledged Securities to secure the payment of the Obligations and shall not encumber or otherwise dispose of such Pledged Securities except in accordance with the terms and provisions of this Agreement. Upon delivery to Lender, the Pledged Securities shall be accompanied by executed stock powers in blank and by such other instruments or documents as Lender or its counsel may reasonably request. Each delivery of certificates for such Pledged Securities shall be accompanied by a schedule showing the number of shares and the numbers of the certificates theretofore and then pledged hereunder, which schedule shall be attached hereto as Schedule SCHEDULE A and made a part hereof. Each schedule so delivered shall supersede any prior schedule so delivered.

Pledge. As collateral security for the payment and performance in full of the ObligationsObligations (as hereinafter defined), Pledgor hereby pledges, hypothecates, assigns, transfers, sets over and delivers unto Lender, and hereby grants to Lender a first lien security interest in, the collateral described in Schedule AA hereto, together with the proceeds thereof and all cash, additional securities or other property at any time and from time to time receivable or otherwise distributable in respect of, in exchange for, or in substitution for any and all such pledged securities (all such pledged securities, the proceeds thereof, cash, dividends, additional securities and other property now or hereafter pledged hereunder are hereinafter collectively called the “"Pledged Securities”"); TO HAVE AND TO HOLD the Pledged Securities, together with all rights, titles, interests, powers, privileges and preferences pertaining or incidental thereto, unto Lender, its successors and assigns; subject, however, to the terms, covenants and conditions hereinafter set forth. Pledgee agrees to hold the Pledged Securities to secure the payment of the Obligations and shall not encumber or otherwise dispose of such Pledged Securities except in accordance with the terms and provisions of this Agreement. Upon delivery to Lender, the Pledged Securities shall be accompanied by executed stock powers in blank and by such other instruments or documents as Lender or its counsel may reasonably request. Each delivery of certificates for such Pledged Securities shall be accompanied by a schedule showing the number of shares and the numbers of the certificates theretofore and then pledged hereunder, which schedule shall be attached hereto as Schedule A and made a part hereof. Each schedule so delivered shall supersede any prior schedule so delivered.

Pledge. As collateral security for To secure the payment and or performance in full of the Obligations, including, without limitation, the payment of all principal, interest and other amounts becoming due and payable, whether by acceleration or otherwise, under the Note and the MCTC Note and the performance by the Pledgor under the CCC Limited Recourse Guaranty (collectively, including the Obligations, the "Secured Obligations"), the Pledgor hereby pledges, hypothecates, assigns, transfers, sets over and delivers unto LenderCoBank, and hereby grants to Lender CoBank a first lien upon and a security interest in, the collateral described in Schedule A, together with the proceeds thereof (a) all now owned or hereafter acquired capital stock of MCTC; and all (b) any cash, additional shares or securities or other property at any time and from time to time receivable or otherwise distributable in respect of, ; in exchange for, or in substitution for liquidation of; any and all such pledged securities stock, together with the proceeds thereof (all such pledged shares, capital stock, securities, the proceeds thereof, cash, dividends, additional securities property and other property now or hereafter pledged hereunder are hereinafter collectively called proceeds thereof; collectively, the “"Pledged Securities”Collateral"); TO HAVE AND TO HOLD the Pledged Securities, together with all rights, titles, interests, powers, privileges and preferences pertaining or incidental thereto, unto Lender, its successors and assigns; subject, however, to the terms, covenants and conditions hereinafter set forth. Pledgee agrees to hold the Pledged Securities to secure the payment of the Obligations and shall not encumber or otherwise dispose of such Pledged Securities except in accordance with the terms and provisions of this Agreement. Upon delivery to LenderCoBank, (i) any securities now or hereafter included in the Pledged Securities Collateral (the "Pledged Securities") shall be accompanied by duly executed stock powers in blank and by such other instruments or documents as Lender CoBank or its counsel may reasonably request and (ii) all other property comprising part of the Pledged Collateral shall be accompanied by proper instruments of assignment duly executed by the Pledgor and by such other instruments or documents as CoBank or its counsel may reasonably request. Each delivery of certificates for such Pledged Securities shall be accompanied by a schedule showing the number of shares and the numbers of the certificates therefor, theretofore and then being pledged hereunder, which schedule schedules shall be attached hereto as Schedule A 1 and made a part hereof. Each schedule so delivered shall supersede any prior schedule schedules so delivered. TO HAVE AND TO HOLD the Pledged Collateral, together with all rights, titles, interests, powers, privileges and preferences pertaining or incidental thereto, unto CoBank, its successors and assigns, forever, subject, however, to the terms, covenants and conditions hereinafter set forth.

Pledge. As collateral security To secure the Secured Liabilities and for the payment and performance purposes set forth in full of the ObligationsSection 1 hereof, Pledgor hereby pledges, hypothecates, assigns, transfers, sets over collaterally assigns and delivers unto Lenderconveys, and hereby grants to Lender a first security interest in and lien security on, in favor of Pledgee for the benefit of the Pledgee and the Lenders, all of Pledgor’s right, title and interest in, to, and under (A) the collateral described in Schedule APledged Collateral, together with the proceeds thereof and (B) any additional Pledged Collateral acquired pursuant to Section 3.2 below (whether by purchase, dividend, merger, consolidation, sale of assets, split, spin-off, or any other dividend or distribution of any kind or otherwise), (C) all distributions, dividends, cash, additional securities certificates, liquidation rights and interests, options, rights, warrants, instruments or other property at any time and from time to time received, receivable or otherwise distributable distributed in respect of, of or in exchange for, or in substitution for any and all such pledged securities of the Pledged Collateral, (D) the Pledgor’s right to vote the Pledged Collateral, and (E) all such pledged securitiesproceeds, products, replacements and substitutions for any of the foregoing, in each case whether now owned or hereafter acquired by the Pledgor (collectively, the proceeds thereof, cash, dividends, additional securities and other property now or hereafter pledged hereunder are hereinafter collectively called the “Pledged SecuritiesCollateral”); TO HAVE AND TO HOLD . If the Pledged SecuritiesCollateral is evidenced by certificates, together with all rights, titles, interests, powers, privileges and preferences pertaining or incidental thereto, unto Lender, its successors and assigns; subject, however, to then the terms, covenants and conditions hereinafter set forth. Pledgee agrees to hold the Pledged Securities to secure the payment of the Obligations and Pledgor shall not encumber or otherwise dispose of such Pledged Securities except in accordance concurrently herewith deposit with the terms and provisions of this Agreement. Upon delivery to LenderPledgee, the Pledged Securities shall be Collateral owned by the Pledgor on the date hereof and the certificates representing the Pledge Collateral accompanied by “stock powers” or an Assignment Separate From Certificate duly executed stock powers in blank and by such other instruments the Pledgor. Whether or documents not the Pledged Collateral is evidenced by certificates, the Pledgor hereby permits the Pledgee to file a UCC Financing Statement naming the Pledgor as Lender or its counsel may reasonably request. Each delivery of certificates for such Pledged Securities shall be accompanied by a schedule showing the number of shares debtor and the numbers Pledgee as secured party with respect to the Pledged Collateral with the Delaware Secretary of State, in form and substance satisfactory to the Pledgee in its sole and absolute determination, and without the requirement of the certificates theretofore Pledgor’s signature. Notwithstanding anything to the contrary contained in this Agreement, the Pledgee shall not as a result of this Agreement be responsible or liable for any Liabilities or liabilities of the Pledgor in the Pledgor’s capacity as a shareholder, if any, and then pledged hereunder, which schedule the Pledgee shall not be attached hereto as Schedule A and made a part hereof. Each schedule so delivered shall supersede deemed to have assumed any prior schedule so deliveredof such Liabilities or liabilities.

Pledge. As collateral By this Agreement and as security for the payment and performance in full of the Secured Obligations owed by it, the Pledgor hereby collaterally pledges to the Bank, assigns by way of security to the Bank and grants to the Bank a security interest in all of the following, whether now existing or hereafter arising (the “Pledged Collateral”): (a) all right, title and interest of the Pledgor: (i) in and to the Capital Commitments and unfunded Capital Commitments of the Investors, and (ii) under the Operative Documents, the Subscription Agreements and the Side Letters in respect of the Capital Commitments and unfunded Capital Commitments of the Investors, and all of the rights, powers and privileges it may have thereunder: (x) to call, request or make demand upon any Investor for all or any portion of any contributions or funds subject to an unfunded Capital Commitment under the Operative Documents, the Subscription Agreements, or otherwise, (y) to collect and control any contributions or funds subject to, or paid or delivered in fulfillment of, an unfunded Capital Commitment, including the right to apply such funds against any of the Secured Obligations, Pledgor hereby pledges, hypothecates, assigns, transfers, sets over and delivers unto Lender, and hereby grants (z) to Lender a first lien security interest in, the collateral described in Schedule A, together with the proceeds thereof and all cash, additional securities or other property at any time and from time to time receivable or otherwise distributable in respect of, in exchange for, or in substitution for take any and all actions necessary or desirable to collect contributions or funds subject to such pledged securities (all such pledged securitiesunfunded Capital Commitments that may be available under the Operative Documents, the proceeds thereofSubscription Agreements or at law or equity, cashincluding without limitation the right to bring enforcement or collection actions against any Investor or other party that may be liable therefor; (b) all of the Pledgor’s rights, dividendsremedies, additional securities powers and authorities under the Operative Documents and Subscription Agreements to issue and deliver Capital Call Notices, and all collection and enforcement rights with respect to the Capital Call Notices; (c) all of the Pledgor’s claims and causes of action arising under or otherwise relating to the Operative Documents or Subscription Agreements in respect of the Capital Commitments and unfunded Capital Commitments, whether now accrued or hereafter accruing; (d) the Controlled Bank Account (including the money, funds and other property now deposited therein); (e) all books and records pertaining to any of the foregoing (regardless of the medium of recording or hereafter pledged hereunder are hereinafter collectively called the “Pledged Securities”storage); TO HAVE AND TO HOLD the Pledged Securities, together with all rights, titles, interests, powers, privileges and preferences pertaining or incidental thereto, unto Lender, its successors and assigns; subject, however, to the terms, covenants and conditions hereinafter set forth. Pledgee agrees to hold the Pledged Securities to secure the payment of the Obligations Pledgor’s right, title and shall not encumber interest in and to all computer software required to utilize, create, maintain and process any such records or otherwise dispose of such Pledged Securities except data on electronic media in accordance connection with the terms and provisions of this Agreement. Upon delivery pertaining to Lender, the Pledged Securities shall be accompanied by executed stock powers in blank and by such other instruments or documents as Lender or its counsel may reasonably request. Each delivery of certificates for such Pledged Securities shall be accompanied by a schedule showing the number of shares and the numbers any of the certificates theretofore foregoing; and then pledged hereunder, which schedule shall be attached hereto as Schedule A and made a part hereof. Each schedule so delivered shall supersede any prior schedule so deliveredPledge Agreement (f) all Proceeds (whether Cash Proceeds or Noncash Proceeds) of the foregoing property.

Pledge. (a) As collateral security for the payment full and timely performance in full of the Secured Obligations, Pledgor hereby delivers, deposits, pledges, hypothecatestransfers and assigns to GS Inc., assigns, transfers, sets over and delivers unto Lenderin form transferable by delivery, and hereby grants to Lender creates for the benefit of GS Inc. a perfected first lien priority security interest in, the collateral described Pledged Shares (and all certificates or other instruments or documents evidencing the Pledged Shares) and, except as set forth in Schedule ASection 3(a), all proceeds thereof (together with the proceeds thereof and all cash, additional any securities or property to be delivered to GS Inc. pursuant to Section 3(b) and, upon substitution or delivery in accordance with Section 2(b), any Substitute Collateral (as defined in Section 2(b)), the "Pledged Securities"). Pledgor herewith delivers to GS Inc. appropriate undated security transfer powers duly executed in blank (or other property at documents deemed necessary or appropriate by GS Inc. to give GS Inc. control (as defined in Article 8 of the Uniform Commercial Code of the State of New York (the "UCC"))) (such transfer powers and other appropriate documents, the "Control Documents") in respect of Pledged Securities, and will deliver Control Documents for all Pledged Securities to be pledged hereunder from time to time. (b) During the term of this Agreement, Pledgor may substitute for Pledged Securities readily marketable direct obligations of the United States, any time agency thereof, or any triple-A rated sovereign, shares of Common Stock, or other collateral -2- <PAGE> acceptable to the Board of Directors of GS Inc. in its sole and absolute discretion (collateral other than Pledged Shares, the "Substitute Collateral") with a Fair Market Value on the date of substitution equal to or greater than the Fair Market Value on such date of the Pledged Securities to be released in exchange therefor. Upon such substitution, the Pledged Securities replaced by such Substitute Collateral shall be released from the pledge hereunder. (c) If Pledgor and the Shareholder are not prohibited from doing so by the terms of the Plan, the Shareholders' Agreement, dated May 7, 1999, among GS Inc. and the individuals listed on Appendix A thereto, as in effect from time to time receivable (the "Shareholders' Agreement"), the Shareholder Pledge Agreement, the Counterpart to the Shareholders' Agreement, dated the date hereof, to which the Pledgor is a party (the "Counterpart"), any other written agreement with GS Inc. or otherwise distributable in respect of, in exchange forthe Firm, or in substitution for any and all such pledged securities law or regulation, Firm policy or provision of the Pledgor's organizational documents (all such pledged securitiescollectively, the proceeds thereof"Restrictions"), cash, dividends, additional securities and other property now or hereafter pledged hereunder are hereinafter collectively called the “Pledged Securities”); TO HAVE AND TO HOLD the Pledged Securities, together with all rights, titles, interests, powers, privileges and preferences pertaining or incidental thereto, unto Lender, its successors and assigns; subject, however, to the terms, covenants and conditions hereinafter set forth. Pledgee agrees to hold the Pledged Securities to secure the payment of the Obligations and this Agreement shall not encumber or otherwise dispose prohibit Pledgor from disposing of Pledged Shares; provided, that such Pledged Securities except in accordance with disposition shall be made expressly subject to all of GS Inc.'s rights hereunder, that the terms and provisions of this Agreement. Upon delivery Agreement shall (as described in Section 2(a)) apply to Lenderall proceeds of such disposition, and that such disposition shall be permitted only if GS Inc. shall have determined that such disposition will not result in the loss for any period by GS Inc. of the perfection of its first priority security interest in such proceeds; provided, further, that the proceeds of such disposition are cash, Substitute Collateral, Tender or Exchange Offer Consideration or a combination thereof, with an aggregate Fair Market Value on the date of such disposition equal to or greater than the Fair Market Value on such date of the Pledged Securities Shares so disposed. Pledgor shall be accompanied give GS Inc. prior written notice of any proposed transaction under this Section 2(c). For purposes of this Agreement, "Tender or Exchange Offer Consideration" means the consideration issuable for Pledged Shares pursuant to any tender or exchange offer in which the Pledgor is not prohibited from participating by executed stock powers in blank and by such other instruments or documents as Lender or its counsel may reasonably request. Each delivery of certificates for such Pledged Securities shall be accompanied by a schedule showing the number of shares and the numbers of the certificates theretofore and then pledged hereunder, which schedule shall be attached hereto as Schedule A and made a part hereof. Each schedule so delivered shall supersede any prior schedule so deliveredRestrictions.

Pledge. As collateral security for the payment and performance in full of the Obligations, Pledgor (a) Seller hereby pledges, hypothecatesas pledgor, assignsto Purchaser, transfers, sets over and delivers unto Lenderas pledgee, and hereby grants to Lender Purchaser a first priority lien on and security interest inin all of Seller's right, title and interest in and to the collateral described in Schedule APledged Securities), together with all proceeds from the proceeds sale of the Pledged Securities, all dividends paid in capital stock respect of the Pledged Securities, and any property or securities delivered to the record holder of the Pledged Securities in respect thereof in the event of a merger or takeover of Purchaser by an unaffiliated third party (collectively, with the Pledged Securities, "Pledged Collateral"). (b) Seller hereby agrees to execute and deliver to the Collateral Agent (i) the Pledged Securities, (ii) assignments separate from the Securities substantially in the form of Exhibit A hereto, undated and appropriately endorsed in blank, with respect to the Pledged Securities comprising the Pledged Collateral and (iii) if legally required, such financing statements as the Collateral Agent may reasonably request with respect to the Pledged Collateral (or, if execution by Seller is not required pursuant to the applicable Uniform Commercial Code, Seller hereby authorizes the Collateral Agent to file all cashfinancing statements deemed necessary by Purchaser to perfect the security interests granted hereunder), additional securities or (iii) take such other property at any time and steps as Purchaser may from time to time receivable reasonably request to perfect Purchaser's security interest in the Pledged Collateral or otherwise distributable in respect ofany part thereof under applicable law, in exchange forand (iv) after the issuance of any arbitration award, to execute and deliver on behalf of Seller such other documents of transfer as Purchaser or in substitution for any and all such pledged securities the Collateral Agent may from time to time reasonably require to enable Purchaser to transfer the Pledged Collateral into the name of Purchaser or the name of its nominee (all such pledged securitiesof the foregoing collectively, the proceeds thereof, cash, dividends, additional securities and other property now or hereafter pledged hereunder are hereinafter collectively called the “Pledged Securities”"Assignments"); TO HAVE AND TO HOLD the Pledged Securities, together with all rights, titles, interests, powers, privileges and preferences pertaining or incidental thereto, unto Lender, its successors and assigns; subject, however, to the terms, covenants and conditions hereinafter set forth. Pledgee agrees to hold the Pledged Securities to secure the payment of the Obligations and shall not encumber or otherwise dispose of such Pledged Securities except in accordance with the terms and provisions of this Agreement. Upon delivery to Lender, the Pledged Securities shall be accompanied by executed stock powers in blank and by such other instruments or documents as Lender or its counsel may reasonably request. Each delivery of certificates for such Pledged Securities shall be accompanied by a schedule showing the number of shares and the numbers of the certificates theretofore and then pledged hereunder, which schedule shall be attached hereto as Schedule A and made a part hereof. Each schedule so delivered shall supersede any prior schedule so delivered.

Pledge. As collateral security for The State hereby grants, pledges and assigns unto the payment Trustee, and performance to its successors in full of the Obligationssaid trusts, Pledgor hereby pledges, hypothecates, and to its assigns, transfersall its right, sets over title and delivers unto Lenderinterest in and to, and hereby grants to Lender a first lien security interest inin (a) the Pledged Revenues, the collateral described in Schedule A(b) amounts, together with the proceeds thereof and all cash, additional securities or other property at any time and from time to time receivable or otherwise distributable in respect of, in exchange for, or in substitution for any and all such pledged securities (all such pledged securities, and any investment earnings with respect thereto in all Funds and Accounts established by or held hereunder other than the proceeds thereofProject Fund and the Rebate Fund, cash, dividends, additional securities and other property now or hereafter pledged hereunder are hereinafter collectively called (c) any amounts payable to the “Pledged Securities”)State by a Hedge Provider pursuant to a Qualified Hedge Agreement; TO HAVE AND TO HOLD the Pledged Securities, together with all rights, titlesproperty, interests, powers, privileges rights and preferences pertaining or incidental thereto, remedies described in the foregoing Pledge unto Lender, the Trustee and its successors in said trust and assignsits assigns forever IN TRUST upon the terms and trusts herein set forth for the equal and ratable benefit, security and protection of all present and future Holders of all Bonds from time to time issued under and secured by this Trust Agreement; subjectPROVIDED, howeverNEVERTHELESS, that the pledge hereby made is upon the further condition that if the State shall pay, or cause to be paid, as provided in Article XI hereof the principal of the Bonds and the premium, if any, and interest due or to become due thereon, at the times and in the manner mentioned herein and in the Bonds and shall pay or cause to be paid to the terms, covenants and conditions hereinafter set forth. Pledgee agrees Trustee all sums of money due or to hold the Pledged Securities to secure the payment of the Obligations and shall not encumber or otherwise dispose of such Pledged Securities except become due in accordance with the terms and provisions of hereof, and if the State shall perform and observe all the agreements, covenants and conditions to be performed and observed by it hereunder and under the Bonds, upon such final payments, performance and observance, this AgreementTrust Agreement shall cease; THIS TRUST AGREEMENT FURTHER WITNESSES THAT THE BONDS AND OBLIGATIONS OF THE STATE HEREUNDER SHALL CONSTITUTE SPECIAL OBLIGATIONS OF THE STATE FOR WHICH THE FULL FAITH AND CREDIT OF THE STATE HAS NOT BEEN PLEDGED BUT SHALL BE PAYABLE SOLELY FROM THE PLEDGED FUNDS. Upon delivery to Lender, THIS TRUST AGREEMENT FURTHER WITNESSES that the Pledged Securities shall be accompanied by executed stock powers in blank and by such other instruments or documents as Lender or its counsel may reasonably request. Each delivery of certificates for such Pledged Securities shall be accompanied by a schedule showing the number of shares State and the numbers of the certificates theretofore and then pledged hereunder, which schedule shall be attached hereto Trustee have further agreed as Schedule A and made a part hereof. Each schedule so delivered shall supersede any prior schedule so delivered.follows:

Pledge. As collateral security for the payment and performance in full of the Obligations, Each Pledgor hereby pledges, hypothecates, assigns, transfers, sets over and delivers unto Lender, and hereby grants to Lender the Co-Agents, for the ratable benefit of the Secured Parties, a first lien security interest in, and pledges, all of the collateral described in Schedule A, together with the proceeds thereof and all cash, additional securities Pledged Securities now owned or other property at any time hereafter acquired by such Pledgor, and from time to time receivable any Proceeds thereof (the "PLEDGED COLLATERAL"), as security for the prompt and complete performance when due (whether at the stated maturity by acceleration or otherwise distributable in respect of, in exchange for, or in substitution for any and all otherwise) of the Secured Obligation of such pledged securities (all such pledged securities, the proceeds thereof, cash, dividends, additional securities and other property now or hereafter pledged hereunder are hereinafter collectively called the “Pledged Securities”)Pledgor; TO HAVE AND TO HOLD the Pledged Securities, together with all rights, titles, interests, powers, privileges and preferences pertaining or incidental thereto, unto Lender, its successors and assigns; subjectprovided, however, that (x) the Collateral shall not include any Pledged Collateral, or any property or assets specifically excluded from Pledged Collateral (including any Capital Stock of any Foreign Subsidiary in excess of 65% of any series of such stock); (y) in the case of any Instruments, Contracts, Chattel Paper, General Intangibles, Copyright Licenses, Patent Licenses, Trademark Licenses or other contracts or agreements with or issued by Persons (other than a Subsidiary of the Company) that would otherwise be included in the Security Collateral, no security interest in the right, title and interest of any Grantor thereunder or therein will be granted pursuant to this Section 2 (and such Instruments, Contracts, Chattel Paper, General Intangibles, Copyright Licenses, Patent Licenses, Trademark Licenses or other contracts or agreements shall not be deemed to constitute a part of the Security Collateral) for so long as, and to the termsextent that, covenants the granting of a security interest in the right, title and conditions hereinafter set forth. Pledgee agrees interest of such Grantor thereunder or therein pursuant to hold the Pledged Securities to secure terms hereof would result in a breach, default or termination of such Instruments, Contracts, Chattel Paper, General Intangibles, Copyright Licenses, Patent Licenses, Trademark Licenses or other contracts or agreements; and (z) in the payment case of the Obligations Equipment that would otherwise be included in the foregoing Collateral, the foregoing will not be deemed to grant a security interest therein under this Agreement (and such Equipment shall not encumber or otherwise dispose of such Pledged Securities except in accordance with the terms and provisions of this Agreement. Upon delivery be deemed to Lender, the Pledged Securities shall be accompanied by executed stock powers in blank and by such other instruments or documents as Lender or its counsel may reasonably request. Each delivery of certificates for such Pledged Securities shall be accompanied by constitute a schedule showing the number of shares and the numbers part of the certificates theretofore Collateral) if such Equipment is subject to a Lien permitted by Section 8.3(h) of the Amended and then pledged hereunder, which schedule shall be attached hereto as Schedule A and made a part hereof. Each schedule so delivered shall supersede any prior schedule so deliveredRestated Note Purchase Agreement.

Pledge. As collateral 2.2 The Pledgor hereby undertakes to the Security Agent (on behalf of the Secured Parties) the due and punctual payment of all the Secured Obligations. 2.3 The Pledgor hereby pledges to the Pledgee who accepts the Pledged Shares set out against his name above as security for the due and punctual payment and performance in full of the Secured Obligations. In constitution of the Pledge, the Pledgor is contemporaneously delivering the share certificates relating to the Pledged Shares and the relevant executed Annexes, to the Pledgee who accepts to hold the said share certificates and Annexes under the terms hereof. The Parties are entering into this Agreement to regulate the said Pledge. 2.4 It is expressly agreed that the Pledge is being granted by the Pledgor to the Pledgee (on behalf of the Secured Parties) as security for the Secured Obligations. 2.5 This Pledge confers upon the Pledgee the right to obtain payment out of the Pledged Shares (whether through sale or disposal thereof, appropriation or otherwise) with preference over other creditors as provided by the Civil Code in virtue of the special privilege accorded by law under article 2009(a) of the said Civil Code as well as the right of retention over the said Pledged Shares until such time as all the Secured Obligations have been fully and irrevocably performed. 2.6 The Parties hereby pledgesagree that this Agreement constitutes a ‘financial collateral arrangement’ for the purposes of the Financial Collateral Arrangements Regulations (S.L. 459.01) (the “Financial Collateral Regulations”) and that the said Financial Collateral Regulations shall be applicable to this Agreement. 2.7 Nothing in this Agreement shall be construed as placing on the Pledgee and the Secured Parties, hypothecatesprior to the eventual disposal or appropriation of the Pledged Shares, assignsany liability whatsoever in respect of any calls, transfersinstallments or other payments relating to any of the Pledged Shares or to any rights, sets over and delivers unto Lendershares or other securities accruing, offered or arising as aforesaid, and hereby grants to Lender a first lien security interest inthe Pledgor shall at all times indemnify and hold harmless the Pledgee and the Secured Parties against and from all demands made against any of them, the collateral described in Schedule Apayments made by any of them, together with the proceeds thereof and all cashcosts, additional securities expenses, damages, losses or other property liabilities incurred or suffered by any of them at any time and from time to time receivable or otherwise distributable in respect ofof any such calls, in exchange for, instalments or in substitution other payments as aforesaid. 2.8 The Pledgee holds the benefit of this Agreement on trust for any itself and all such pledged securities (all such pledged securities, the proceeds thereof, cash, dividends, additional securities and other property now or hereafter pledged hereunder are hereinafter collectively called the “Pledged Securities”); TO HAVE AND TO HOLD the Pledged Securities, together with all rights, titles, interests, powers, privileges and preferences pertaining or incidental thereto, unto Lender, its successors and assigns; subject, however, to the terms, covenants and conditions hereinafter set forth. Pledgee agrees to hold the Pledged Securities to secure the payment of the Obligations and shall not encumber or otherwise dispose of such Pledged Securities except Secured Parties in accordance with the terms and provisions of this Agreement. Upon delivery to Lender, the Pledged Securities shall be accompanied by executed stock powers in blank and by such other instruments or documents as Lender or its counsel may reasonably request. Each delivery Declaration of certificates for such Pledged Securities shall be accompanied by a schedule showing the number of shares and the numbers of the certificates theretofore and then pledged hereunder, which schedule shall be attached hereto as Schedule A and made a part hereof. Each schedule so delivered shall supersede any prior schedule so deliveredTrust.

Pledge. ‌ 2.1 As collateral security for the due and punctual payment of all Security Trustee Secured Liabilities, the CBC hereby undertakes to pledge or, as the case may be, to pledge in advance ("bij voorbaat") on each Transfer Date the relevant Mortgage Receivables and performance in full the Beneficiary Rights relating thereto to the Security Trustee, by signing a Deed of Sale, Assignment and Pledge. The Security Trustee hereby undertakes to accept each such pledge. 2.2 The creation of the Obligationsright of pledge of the Mortgage Receivables and the Beneficiary Rights relating thereto, Pledgor hereby pledgesif any, hypothecatesshall be perfected as soon as possible after execution of each Deed of Sale, assignsAssignment and Pledge, transfersas follows: (i) by way of registration of each Deed of Sale, sets over Assignment and delivers unto LenderPledge and, and hereby grants to Lender a first lien security interest inas the case may be, the collateral described in Schedule A, together any documents supplemental or incidental thereto with the proceeds thereof relevant division of the Tax Department; or (ii) by way of a notarial deed incorporating each Deed of Sale, Assignment and all cashPledge and, additional securities or other property at as the case may be, any time and from time to time receivable or otherwise distributable in respect of, in exchange for, or in substitution for any and all such pledged securities (all such pledged securities, the proceeds thereof, cash, dividends, additional securities and other property now or hereafter pledged hereunder are hereinafter collectively called the “Pledged Securities”); TO HAVE AND TO HOLD the Pledged Securities, together with all rights, titles, interests, powers, privileges and preferences pertaining documents supplemental or incidental thereto; and the CBC hereby irrevocably authorises the Security Trustee to register each Deed of Sale, unto Lender, its successors Assignment and assigns; subject, however, Pledge and any other documents referred to above or to have the same recorded in a notarial deed and to act on behalf of the CBC on the occasion of the execution of such notarial deed. 2.3 If and to the termsextent (i) no valid right of pledge will be created under any Deed of Sale, covenants Assignment and conditions hereinafter set forth. Pledgee agrees Pledge in respect of (any of) the Mortgage Receivables and the Beneficiary Rights relating thereto and/or (ii) the CBC has been appointed as beneficiary under the Life Insurance Policies and the Savings Insurance Policies, the CBC hereby unconditionally undertakes to hold pledge the Pledged Securities Mortgage Receivables and the Beneficiary Rights relating thereto and/or any rights resulting from its appointment as beneficiary under the Life Insurance Policies and the Savings Insurance Policies as soon as they become available for pledging, by way of supplemental deeds or other instruments in writing on the same or similar terms to secure the payment of the Obligations and shall not encumber or otherwise dispose of such Pledged Securities except in accordance with the terms and provisions of this Agreement. Upon delivery to Lender, the Pledged Securities shall be accompanied by executed stock powers in blank and by such other instruments or documents as Lender or its counsel may reasonably request. Each delivery of certificates for such Pledged Securities shall be accompanied by a schedule showing the number of shares and the numbers of the certificates theretofore and then pledged hereunder, which schedule shall be attached hereto as Schedule A and made a part hereof. Each schedule so delivered shall supersede any prior schedule so deliveredundertaking the Security Trustee hereby accepts.

Pledge. As collateral security for the due and punctual payment of all amounts due and performance in full of payable pursuant to the ObligationsNote, together with accrued interest thereon, the Pledgor hereby pledges, hypothecates, assigns, transfers, sets over and delivers unto Lender, and hereby grants to Lender a first lien security interest in, the collateral described in Schedule A, together with the proceeds thereof and all cash, additional securities or other property at any time and from time to time receivable or otherwise distributable in respect of, in exchange for, or in substitution for any and all such pledged securities (all such pledged securities, the proceeds thereof, cash, dividends, additional securities and other property now or hereafter pledged hereunder are hereinafter collectively called the “Pledged Securities”); TO HAVE AND TO HOLD the Pledged Securities, together with all rights, titles, interests, powers, privileges and preferences pertaining or incidental thereto, unto LenderPledgee, its successors and assigns; subjectassigns a security interest in and lien upon all of the Pledgor's right, however, title and interest in and to the termsPledged Shares and any account in which such Pledged Shares are held. Unless otherwise agreed to by the parties hereto, covenants and conditions hereinafter set forth. the Pledgor shall deliver to the Pledgee agrees to hold a stock certificate evidencing all of the Pledged Securities to secure Shares, together with attached stock powers duly endorsed in blank. Said certificates and the payment Pledged Shares shall be held and disposed of by the Obligations and shall not encumber or otherwise dispose of such Pledged Securities except Pledgee in accordance with the terms and provisions conditions of this Agreement. Upon delivery The Pledgee is hereby authorized with respect to Lender, the Pledged Securities Shares, whether or not there has been any default in the payment or the performance of any obligation secured by the Pledged Shares, to indorse the Pledged Shares in the name of the Pledgor and cause any part or all of the Pledged Shares to be transferred of record into the Pledgee's name or the name of its nominee. During the term of the pledge made hereunder, any proceeds or additional shares of stock, rights, warrants, securities or other property issued or distributed upon or in respect of any of the Pledged Shares, including any and all such property issued or distributed as the result of any stock dividends, stock splits, reverse stock splits, recapitalizations, reorganizations, exchanges or substitutions or other distribution, whether in liquidation or otherwise, shall be accompanied immediately pledged, delivered, paid and set over by executed stock powers in blank the Pledgor to the Pledgee hereunder as additional collateral and by such other instruments or documents as Lender or its counsel may reasonably requestshall constitute Pledged Shares for purposes of this Agreement. Each Pledgor's delivery of certificates for such Pledged Securities additional shares of stock, rights, warrants, securities and other property shall be accompanied by a schedule showing deemed to constitute the number of shares delivery and pledge thereof to the numbers of the certificates theretofore and then pledged hereunder, which schedule shall be attached hereto as Schedule A and made a part hereof. Each schedule so delivered shall supersede any prior schedule so deliveredPledgee pursuant to this Agreement.

Pledge. As collateral security for the payment and performance in full of the Obligations, Pledgor Each Grantor hereby pledges, hypothecates, assigns, transfers, sets over pledges and delivers unto Lenderto Greenle Alpha and reaffirms its prior pledge and delivery to Greenle Alpha, and hereby grants to Lender Greenle Alpha and reaffirms it prior grant to Greenle Alpha, of a first lien on and security interest inin all of each Grantor’s right, title, and interest in and with respect to each of the following, whether now owned or hereafter acquired (collectively, the collateral “Pledged Collateral”): (a) the properties, assets, and rights of the Grantor described in Schedule AAttachment 1 hereto, together with wherever located, whether such Grantor now has or hereafter acquires an ownership or other interest or power to transfer; and (b) to the proceeds thereof extent not covered by subsection (a) above, all general intangibles (including causes of action) relating to, and all cashproceeds of, additional securities any or all of the foregoing Pledged Collateral; provided, however, that if a Document or Instrument (each as defined in Attachment 1 hereto) or other property at agreement or lease of a Grantor may not be pledged by such Grantor hereunder without the consent or approval of a counterparty thereto, such Document, Instrument, agreement or lease shall not be deemed pledged to Greele Alpha, and Greenle Alpha shall not be deemed to have a lien on or a security interest therein, until such consent or approval of such counterparty is obtained, and the Grantors shall use commercially reasonable best efforts to obtain such consent or approval as soon as practicable following the first date on which such Document, Instrument, agreement or lease would otherwise be pledged to Greenle Alpha as Pledged Collateral hereunder. For purposes of this Agreement, “proceeds” includes whatever is receivable or received when Pledged Collateral or proceeds are sold, exchanged, collected, or otherwise disposed of, whether such disposition is voluntary or involuntary, and includes proceeds of any time and indemnity or guaranty payable to Grantor or the Company from time to time receivable or otherwise distributable in with respect of, in exchange for, or in substitution for to any and all such pledged securities (all such pledged securities, the proceeds thereof, cash, dividends, additional securities and other property now or hereafter pledged hereunder are hereinafter collectively called the “Pledged Securities”); TO HAVE AND TO HOLD of the Pledged Securities, together with all rights, titles, interests, powers, privileges and preferences pertaining or incidental thereto, unto Lender, its successors and assigns; subject, however, to the terms, covenants and conditions hereinafter set forth. Pledgee agrees to hold the Pledged Securities to secure the payment of the Obligations and shall not encumber or otherwise dispose of such Pledged Securities except in accordance with the terms and provisions of this Agreement. Upon delivery to Lender, the Pledged Securities shall be accompanied by executed stock powers in blank and by such other instruments or documents as Lender or its counsel may reasonably request. Each delivery of certificates for such Pledged Securities shall be accompanied by a schedule showing the number of shares and the numbers of the certificates theretofore and then pledged hereunder, which schedule shall be attached hereto as Schedule A and made a part hereof. Each schedule so delivered shall supersede any prior schedule so deliveredCollateral.

Pledge. As collateral security for the payment and performance in full of the Guaranteed Obligations, Pledgor hereby pledges, hypothecates, assigns, transfers, sets over collaterally assigns and delivers unto LenderBank, and hereby grants to Lender Bank a first lien security interest inon, upon, and in all of the collateral described following: (a) the securities, investment properties and general intangibles listed on Exhibit A attached hereto (and as supplemented from time to time in Schedule Aconnection with a Permitted Acquisition (as defined in the Loan Agreement)), together with the proceeds thereof and all any earnings thereon, and (b) any cash, additional securities options, instruments, shares or securities, dividends, distributions, rights or other property at any time and from time to time receivable or otherwise distributable in respect of, in exchange for, or in substitution for of, any and all such pledged securities described in clause (a), together with the proceeds thereof (all such pledged securities, of the proceeds thereof, cash, dividends, additional securities and other property now or hereafter pledged hereunder are foregoing being hereinafter collectively called the “Pledged Collateral”). Upon the execution hereof, (i) any securities, investment properties and general intangibles now or hereafter included in the Pledged Collateral (hereinafter called the “Pledged Securities”); ) shall be accompanied by duly executed transfer powers, as applicable, in blank and by such other instruments or documents as Bank or its counsel may reasonably request, and (ii) all other property comprising part of the Pledged Collateral shall be delivered to Bank and accompanied by proper instruments of assignment duly executed by Pledgor and by such other instruments or documents as Bank or its counsel may reasonably request. At any time after an Event of Default, Bank, at its option, may have any and all Pledged Securities registered in its name or that of its nominee, and Pledgor hereby covenants that, upon Bank’s request, Pledgor will cause the issuer of the Pledged Securities to effect such registration. Each schedule so delivered shall supersede any prior schedules so delivered. TO HAVE AND TO HOLD the Pledged SecuritiesCollateral, together with all rights, titles, interests, powers, privileges and preferences references pertaining or incidental thereto, unto LenderBank, its successors and assigns; , forever, subject, however, to the terms, covenants and conditions hereinafter set forth. Pledgee agrees to hold the Pledged Securities to secure the payment of the Obligations and shall not encumber or otherwise dispose of such Pledged Securities except in accordance with the terms and provisions of this Agreement. Upon delivery to Lender, the Pledged Securities shall be accompanied by executed stock powers in blank and by such other instruments or documents as Lender or its counsel may reasonably request. Each delivery of certificates for such Pledged Securities shall be accompanied by a schedule showing the number of shares and the numbers of the certificates theretofore and then pledged hereunder, which schedule shall be attached hereto as Schedule A and made a part hereof. Each schedule so delivered shall supersede any prior schedule so delivered.

Pledge. As collateral security for To secure the payment and performance in full of the Secured Obligations, the Pledgor hereby pledges, hypothecates, assigns, transfers, sets over and delivers unto Lender, Dacotah and hereby grants to Lender Dacotah a first lien upon and a security interest inin Pledgor’s existing ownership of the Acquired Shares, the collateral described in Schedule Aincluding without limitation, any and all changes and replacements thereof, together with all of Pledgor’s other existing and future rights relating to the proceeds thereof Acquired Shares and any and all existing and future dividends, cash, additional shares, or securities or other property at any time time, and from time to time time, receivable or otherwise distributable in respect of, in exchange for, or in substitution for distribution of, any such Acquired Shares of the Issuer, together with any proceeds received by Pledgor of any redemption thereof by the Issuer and all such pledged securities dispositions thereof by Pledgor (all such pledged securitiescollectively, the proceeds thereof“Pledged Collateral”). For purposes of this Pledge Agreement, cashthe term “securities” shall be deemed to include capital stock of corporations, dividendsmembership interests or units of membership in limited liability companies, additional partnership interests in general partnerships and any type of limited partnership, in each case whether certificated or uncertificated. All securities issued by the Issuer and other property now or hereafter pledged hereunder owned by the Pledgor are hereinafter collectively called referred to as the “Pledged Securities”); TO HAVE AND TO HOLD the Pledged Securities, together with all rights, titles, interests, powers, privileges and preferences pertaining or incidental thereto, unto Lender, its successors and assigns; subject, however, to the terms, covenants and conditions hereinafter set forth. Pledgee agrees to hold the Pledged Securities to secure the payment of the Obligations and shall not encumber or otherwise dispose of such Pledged Securities except in accordance with the terms and provisions of this Agreement. .” Upon delivery to LenderDacotah, or any of the Lenders as provided for in the Intercreditor Agreement, (A) any certificated securities now or hereafter included in the Pledged Securities Collateral shall be accompanied by duly executed stock powers in blank and by such other instruments or documents as Lender Dacotah or its counsel may reasonably request and (B) all other property comprising part of the Pledged Collateral shall be accompanied by proper instruments of assignment duly executed by the Pledgor and by such other instruments or documents as Dacotah or its counsel may reasonably request. Each delivery of certificates for such Pledged Securities shall be accompanied by a schedule showing the number of shares and the numbers of the certificates therefor, theretofore and then being pledged hereunder, which schedule schedules shall be attached hereto as Schedule A 1 and made a part hereof. Each schedule so delivered shall supersede any prior schedule schedules so delivered.

Pledge. As collateral security for the payment and performance in full of the ObligationsObligations (as defined in the Loan Agreement), Pledgor Borrower hereby pledges, hypothecates, assigns, transfers, sets over and delivers transfers unto LenderAgent, and hereby grants to Lender Agent a first lien security interest in, the collateral described in Schedule A1 hereto, together with the proceeds thereof and all cash, additional securities or other property at any time and from time to time receivable or otherwise distributable in respect of, in exchange for, or in substitution for any and all such pledged securities (all such pledged securities, the proceeds thereof, cash, dividends, additional securities and other property now or hereafter pledged hereunder are hereinafter collectively called referred to as the “"Pledged Securities”"); TO HAVE AND TO HOLD the Pledged Securities, together with all rights, titles, interests, powers, privileges and preferences pertaining or incidental thereto, unto Lender, its successors and assigns; subject, however, to the terms, covenants and conditions hereinafter set forth. Pledgee agrees to hold the Pledged Securities to secure the payment of the Obligations and shall not encumber or otherwise dispose of such Pledged Securities except in accordance with the terms and provisions of this Agreement. Upon delivery to LenderAgent, the Pledged Securities shall be accompanied by executed stock powers in blank and by such other instruments or documents as Lender Agent or its counsel may reasonably request. Each delivery of certificates for such Pledged Securities shall be accompanied by a schedule showing the number of shares and the numbers of the certificates theretofore and then pledged hereunder, which schedule shall be attached hereto as Schedule A 1 and made a part hereof. Each schedule so delivered shall supersede any prior schedule so delivered. In the event that additional securities of the issuers listed on Schedule 1 are issued to Borrower, Borrower agrees to promptly deliver the certificates representing such securities together with stock powers endorsed in blank, to Agent as part of the collateral pledged hereunder and such securities shall constitute part of the Pledged Securities, provided that if Borrower at the time of issuance has obligations outstanding to The CIT Group/Business Credit, Inc. ("CIT"), such delivery shall be to CIT rather than to Agent. Notwithstanding any other provision hereof, except during the continuance of an Event of Default under and as defined in the Loan Agreement, Borrower shall be entitled to receive and retain all distributions made by the issuer of the Pledged Securities.

Pledge. As collateral security To secure the Obligations now or hereafter owed or to be performed by such Pledgor, each Pledgor does hereby grant, pledge and assign to the Pledgee for the payment and performance in full benefit of the Obligations, Pledgor hereby pledges, hypothecates, assigns, transfers, sets over and delivers unto LenderSecured Creditors, and does hereby grants to Lender create a first lien continuing security interest (subject to those Liens permitted to exist with respect to the Collateral pursuant to the terms of all Secured Debt Agreements then in effect) in favor of the Pledgee for the benefit of the Secured Creditors in, all of its right, title and interest in and to the collateral described following, whether now existing or hereafter from time to time acquired (collectively, the "Collateral"): (a) each of the Collateral Accounts (to the extent a security interest therein is not created pursuant to the Security Agreement), including any and all assets of whatever type or kind deposited by such Pledgor in Schedule any such Collateral Account, whether now owned or hereafter acquired, existing or arising, including, without limitation, all Financial Assets, Investment Property, monies, checks, drafts, Instruments, Securities or interests therein of any type or nature deposited or required by the Credit Agreement or any other Secured Debt Agreement to be deposited in such Collateral Account, and all investments and all certificates and other Instruments (including depository receipts, if any) from time to time representing or evidencing the same, and all dividends, interest, distributions, cash and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the foregoing; (b) all Securities owned or held by such Pledgor from time to time and all options and warrants owned by such Pledgor from time to time to purchase Securities; (c) all Limited Liability Company Interests owned by such Pledgor from time to time and all of its right, title and interest in each limited liability company to which each such Limited Liability Company Interest relates, whether now existing or hereafter acquired, including, without limitation, to the fullest extent permitted under the terms and provisions of the documents and agreements governing such Limited Liability Company Interests and applicable law: (A) all its capital therein and its interest in all profits, income, surpluses, losses, Limited Liability Company Assets and other distributions to which such Pledgor shall at any time be entitled in respect of such Limited Liability Company Interests; (B) all other payments due or to become due to such Pledgor in respect of Limited Liability Company Interests, whether under any limited liability company agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise; (C) all of its claims, rights, powers, privileges, authority, options, security interests, liens and remedies, if any, under any limited liability company agreement or operating agreement, or at law or otherwise in respect of such Limited Liability Company Interests; (D) all present and future claims, if any, of such Pledgor against any such limited liability company for monies loaned or advanced, for services rendered or otherwise; (E) all of such Pledgor's rights under any limited liability company agreement or operating agreement or at law to exercise and enforce every right, power, remedy, authority, option and privilege of such Pledgor relating to such Limited Liability Company Interests, including any power to terminate, cancel or modify any such limited liability company agreement or operating agreement, to execute any instruments and to take any and all other action on behalf of and in the name of any of such Pledgor in respect of such Limited Liability Company Interests and any such limited liability company, to make determinations, to exercise any election (including, but not limited to, election of remedies) or option or to give or receive any notice, consent, amendment, waiver or approval, together with full power and authority to demand, receive, enforce, collect or receipt for any of the proceeds thereof foregoing or for any Limited Liability Company Asset, to enforce or execute any checks, or other instruments or orders, to file any claims and to take any action in connection with any of the foregoing; and (F) all other property hereafter delivered in substitution for or in addition to any of the foregoing, all certificates and instruments representing or evidencing such other property and all cash, additional securities or securities, interest, dividends, rights and other property at any time and from time to time received, receivable or otherwise distributable distributed in respect of, of or in exchange for, or in substitution for any or all thereof; (d) all Partnership Interests owned by such Pledgor from time to time and all of its right, title and interest in each partnership to which each such pledged securities (all such pledged securitiesPartnership Interest relates, the proceeds thereof, cash, dividends, additional securities and other property whether now existing or hereafter pledged hereunder are hereinafter collectively called the “Pledged Securities”); TO HAVE AND TO HOLD the Pledged Securitiesacquired, together with all rightsincluding, titles, interests, powers, privileges and preferences pertaining or incidental thereto, unto Lender, its successors and assigns; subject, howeverwithout limitation, to the terms, covenants and conditions hereinafter set forth. Pledgee agrees to hold the Pledged Securities to secure the payment of the Obligations and shall not encumber or otherwise dispose of such Pledged Securities except in accordance with fullest extent permitted under the terms and provisions of this Agreement. Upon delivery the documents and agreements governing such Partnership Interests and applicable law: (A) all its capital therein and its interest in all profits, income, surpluses, losses, Partnership Assets and other distributions to Lenderwhich such Pledgor shall at any time be entitled in respect of such Partnership Interests; (B) all other payments due or to become due to such Pledgor in respect of Partnership Interests, whether under any partnership agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise; (C) all of its claims, rights, powers, privileges, authority, options, security interests, liens and remedies, if any, under any partnership agreement or operating agreement, or at law or otherwise in respect of such Partnership Interests; (D) all present and future claims, if any, of such Pledgor against any such partnership for monies loaned or advanced, for services rendered or otherwise; (E) all of such Pledgor's rights under any partnership agreement or operating agreement or at law to exercise and enforce every right, power, remedy, authority, option and privilege of such Pledgor relating to such Partnership Interests, including any power to terminate, cancel or modify any partnership agreement or operating agreement, to execute any instruments and to take any and all other action on behalf of and in the Pledged Securities shall be accompanied by executed stock powers name of such Pledgor in blank respect of such Partnership Interests and by any such partnership, to make determinations, to exercise any election (including, but not limited to, election of remedies) or option or to give or receive any notice, consent, amendment, waiver or approval, together with full power and authority to demand, receive, enforce, collect or receipt for any of the foregoing or for any Partnership Asset, to enforce or execute any checks, or other instruments or documents as Lender orders, to file any claims and to take any action in connection with any of the foregoing; and (F) all other property hereafter delivered in substitution for or its counsel may reasonably requestin addition to any of the foregoing, all certificates and instruments representing or evidencing such other property and all cash, securities, interest, dividends, rights and other property at any time and from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all thereof; (e) all Financial Assets and Investment Property owned by such Pledgor from time to time; (f) all Security Entitlements owned by such Pledgor from time to time in any and all of the foregoing; and (g) all Proceeds of any and all of the foregoing. Each delivery of certificates for such Pledged Securities Notwithstanding anything to the contrary contained herein, no Pledgor shall be accompanied by required at any time to pledge hereunder (x) to the extent such assets are the property of the Pledgor, any limited liability company interests of Starpower Communications, LLC for so long as the organizational documents of such entity prohibits the granting of a schedule showing the number of shares security interest in such limited liability company interests; provided that a security interest shall attach immediately upon (and the numbers exclusion to this clause (x) shall no longer apply at any time after) the consummation of the certificates theretofore Starpower Acquisition, (y) to the extent such assets are the property of the Pledgor, any equity interests of Megacable, S.A. de C.V., MCM Holdings, S.A. de C.V. and then pledged hereunderMegacable Telecommunicaciones, which schedule S.A. de C.V. for so long as the organizational documents of such entities prohibits the granting of a security interest in such equity interests; provided that such security interest shall attach immediately when such prohibition is no longer in effect or (z) more than 65% of the Voting Equity Interest of any Foreign Corporation; provided that each Pledgor shall be attached hereto as Schedule A required to pledge hereunder 100% of any Non-Voting Equity Interest at any time and made a part hereof. Each schedule so delivered shall supersede from time to time acquired by such Pledgor of any prior schedule so deliveredForeign Corporation.

Pledge. As collateral security for the payment and performance in full of the Secured Obligations, Pledgor each Grantor hereby pledgestransfers, grants, bargains, sells, conveys, hypothecates, assigns, transferspledges, sets over over, endorses over, and delivers unto the Lender, and hereby grants to Lender the Lender, a first lien security interest in, (a) the collateral described shares of capital stock listed in Schedule ASCHEDULE I annexed hereto next to such Grantor's name (the "INITIAL PLEDGED STOCK") and any additional shares of common stock of the issuers listed in SCHEDULE I annexed hereto obtained in the future by the Grantors (collectively, the Initial Pledged Stock together with all such additional shares pledged in the future, the "PLEDGED STOCK") and (b) subject to Section 5 below, all proceeds thereof and of the Pledged Stock, including, without limitation, all cash, additional securities or other property at any time and from time to time receivable or otherwise distributable distributed in respect of, of or in exchange for, or in substitution for any and of or all such pledged securities Pledged Stock (all such pledged securities, the proceeds thereof, cash, dividends, additional securities and other property now or hereafter pledged hereunder are hereinafter items referred to in clauses (a) through (b) being collectively called the “Pledged Securities”"COLLATERAL"); TO HAVE AND TO HOLD the Pledged Securities, together with all rights, titles, interests, powers, privileges and preferences pertaining or incidental thereto, unto Lender, its successors and assigns; subject, however, to the terms, covenants and conditions hereinafter set forth. Pledgee agrees to hold the Pledged Securities to secure the payment of the Obligations and shall not encumber or otherwise dispose of such Pledged Securities except in accordance with the terms and provisions of this Agreement. Upon delivery to the Lender, any securities now or hereafter included in the Collateral including, without limitation, the Pledged Securities Stock (the "PLEDGED SECURITIES") shall be accompanied by executed undated stock powers duly executed in blank or other instruments of transfer satisfactory to the Lender and by such other instruments or and documents as the Lender or its counsel may reasonably request. Each delivery of certificates for such Pledged Securities shall be accompanied by a schedule showing the number of shares and the numbers a description of the certificates securities theretofore and then being pledged hereunder, which schedule shall be attached hereto as Schedule A SCHEDULE I and made a part hereof. Each schedule so delivered shall supersede any prior schedule schedules so delivered.

Pledge. As collateral 2.1 The Pledgor hereby undertakes to the Pledgee the due and punctual payment of all the Secured Obligations. 2.2 The Pledgor hereby pledges to the Pledgee who accepts the Pledged Shares set out against his name above as security for the due and punctual payment and performance in full of the Secured Obligations. In constitution of the Pledge, the Pledgor is contemporaneously delivering the share certificates relating to the Pledged Shares and the relevant executed Annexes, to the Pledgee who accepts to hold the said shares, certificates and Annexes under the terms hereof. The parties are entering into this Agreement to regulate the said Pledge. 2.3 It is expressly agreed that the Pledge is being granted by the Pledgor to the Pledgee as security for the Secured Obligations. 2.4 This Pledge confers upon the Pledgee the right to obtain payment out of the Pledged Shares (whether through sale or disposal thereof, appropriation or otherwise) with preference over other creditors as provided by the Civil Code in virtue of the special privilege accorded by law under article 2009(a) of the said Civil Code as well as the right of retention over the said Pledged Shares until such time as all the Secured Obligations have been fully and irrevocably performed. 2.5 The Parties hereby pledgesagree that the pledge created over the shares held by Pledgor may constitute a ‘financial collateral arrangement’ for the purposes of the Financial Collateral Arrangements Regulations (S.L. 459.01) (the “Financial Collateral Regulations”) and that the said Financial Collateral Regulations shall be applicable to shares held by Pledgor. 2.6 Nothing in this Agreement shall be construed as placing on the Pledgee, hypothecatesprior to the eventual disposal or appropriation of the Pledged Shares, assignsany liability whatsoever in respect of any calls, transfersinstalments or other payments relating to any of the Pledged Shares or to any rights, sets over and delivers unto Lendershares or other securities accruing, offered or arising as aforesaid, and hereby grants to Lender a first lien security interest inthe Pledgor shall at all times indemnify and hold harmless the Pledgee against and from all demands made against it, the collateral described in Schedule Apayments made by it, together with the proceeds thereof and all cashcosts, additional securities expenses, damages, losses or other property liabilities incurred or suffered by it at any time and from time to time receivable or otherwise distributable in respect ofof any such calls, in exchange for, instalments or in substitution other payments as aforesaid. 2.7 The Pledgee holds the benefit of this Agreement on trust for any and all such pledged securities (all such pledged securities, the proceeds thereof, cash, dividends, additional securities and other property now or hereafter pledged hereunder are hereinafter collectively called the “Pledged Securities”); TO HAVE AND TO HOLD the Pledged Securities, together with all rights, titles, interests, powers, privileges and preferences pertaining or incidental thereto, unto Lender, its successors and assigns; subject, however, to the terms, covenants and conditions hereinafter set forth. Pledgee agrees to hold the Pledged Securities to secure the payment of the Obligations and shall not encumber or otherwise dispose of such Pledged Securities except itself in accordance with the terms and provisions of this the Subscription Agreement. Upon delivery to Lender, the Pledged Securities shall be accompanied by executed stock powers in blank and by such other instruments or documents as Lender or its counsel may reasonably request. Each delivery of certificates for such Pledged Securities shall be accompanied by a schedule showing the number of shares and the numbers of the certificates theretofore and then pledged hereunder, which schedule shall be attached hereto as Schedule A and made a part hereof. Each schedule so delivered shall supersede any prior schedule so delivered.

Pledge. As collateral security for To secure the payment and performance in full of the ObligationsSecured Obligations as hereinafter defined), the Pledgor hereby pledges, hypothecates, assigns, transfers, sets over and delivers unto LenderCoBank, and hereby grants to Lender CoBank, a first lien upon and a security interest inin (a) all capital stock of the Borrowers, now owned or hereafter acquired by the collateral described in Schedule A, together with the proceeds thereof Pledgor and all (b) any cash, additional shares or securities or other property at any time and from time to time receivable or otherwise distributable in respect of, in exchange for, or in substitution for distribution of, any and all such pledged securities stock and voting securities, together with the proceeds thereof (all such pledged shares, common stock, capital stock, securities, the cash, property and other proceeds thereof, cashcollectively, dividendsthe "Pledged Collateral"). For purposes of this Pledge Agreement, additional the term "securities" shall be deemed to include capital stock of corporations, partnership interests in general partnerships and any type of limited partnership and membership interests in limited liability companies, in each case whether certificated or uncertificated. All securities issued by the Borrowers and other property now or hereafter pledged hereunder owned by the Pledgor are hereinafter collectively called referred to as the “"Pledged Securities”); TO HAVE AND TO HOLD the Pledged Securities, together with all rights, titles, interests, powers, privileges and preferences pertaining or incidental thereto, unto Lender, its successors and assigns; subject, however, to the terms, covenants and conditions hereinafter set forth. Pledgee agrees to hold the Pledged Securities to secure the payment of the Obligations and shall not encumber or otherwise dispose of such Pledged Securities except in accordance with the terms and provisions of this Agreement". Upon delivery to LenderCoBank, (A) any certificated securities now or hereafter included in the Pledged Securities Collateral shall be accompanied by duly executed stock powers in blank and by such other instruments or documents as Lender CoBank or its counsel may reasonably request and (B) all other property comprising part of the Pledged Collateral shall be accompanied by proper instruments of assignment duly executed by the Pledgor and by such other instruments or documents as CoBank or its counsel may reasonably request. Each delivery of certificates for such Pledged Securities shall be accompanied by a schedule showing the number of shares and the numbers of the certificates therefor, theretofore and then being pledged hereunder, which schedule schedules shall be attached hereto as Schedule A 1 and ---------- made a part hereof. Each schedule so delivered shall supersede any prior schedule schedules so delivered. TO HAVE AND TO HOLD the Pledged Collateral, together with all rights, titles, interests, powers, privileges and preferences pertaining or incidental thereto, unto CoBank, its successors and assigns, forever, subject, however, to the terms, covenants and conditions hereinafter set forth. (i) the payment and performance of all obligations of the Borrowers under the Loan Agreement and any other Loan Document, including, without limitation, the payment of all principal, interest and other amounts becoming due and payable under that certain Promissory Note, dated of even date herewith, made by the Borrowers to CoBank in the principal face amount of $40,000,000 (the "Note") and (ii) the payment of all other indebtedness and the performance of all other obligations of the Borrowers to CoBank of every type and description, whether now existing or hereafter arising, fixed or contingent, as primary obligor or as guarantor or surety, acquired directly or by assignment or otherwise, liquidated or unliquidated, regardless of how they arise or by what agreement or instrument they may be evidenced, including, without limitation, all loans, advances and other extensions of credit and all covenants, agreements, and provisions contained in all loan and other agreements between the parties.