Common use of Creation of the Pledge Clause in Contracts

Creation of the Pledge. (a) In order to secure the due and prompt satisfaction of any of the Obligations (including any obligations under the Hedging Agreements (as defined in the Credit Agreement)), each Pledgor, respectively, hereby grants in favor of the Pledgee for its own benefit and for the benefit of the Secured Parties, a first priority duly perfected pledge of, and security interest in, all of its rights and title in and to the Pledged Partnership Interests, the entry made in the partners’ registry book of the Company representing the Pledged Partnership Interests, and in and to all dividends, distributions (whether in cash, in kind, in other partnership interest or in any other form), cash, instruments, shares and other property from time to time received, receivable, payable or otherwise distributed in respect of or in exchange for any or all of each Pledgor’s interest in such Pledged Partnership Interests and all proceeds of the foregoing (collectively, the “Collateral”). (b) For purposes of perfecting the pledge and security interest created hereunder, as required by Article 334, Section III of the LGTOC, on the date hereof, each Pledgor delivers to the Pledgee, a copy of the entry in the partners’ registry book (libro de registro de socios) of the Company, containing a notation duly certified by the Secretary of the Board of Managers and a notary public stating that the Pledged Partnership Interests have been pledged in favor of the Pledgee hereunder. (c) Each Pledgor agrees to file this Agreement for registration with the Registry of Guaranties on Movable Assets (as defined below) within fifteen (15) business days after the date on which such registry starts operating (with such extensions as the Pledgee may grant in its sole discretion) and shall obtain and deliver to the Pledgee written confirmation, in terms satisfactory to the Pledgee, of the registration of this Agreement with the Registry of Guaranties on Movable Assets, within one hundred and twenty (120) calendar days from the date of its filing before the Registry of Guaranties on Movable Assets (with such extensions as the Pledgee may grant in its sole discretion). “Registry of Guaranties on Movable Assets” means the guaranty section in the public registry of commerce corresponding to the corporate domicile of the Pledgors, pursuant to the provisions of the amending decree upon which certain provisions to the Commerce Code are added (Decreto por el que se reforman y adicionan algunas disposiciones del Código de Comercio) as published in the Official Daily Gazette of the Federation on August 27, 2009.

Creation of the Pledge. (a) In order to secure the due and prompt satisfaction of any of the Obligations (including any obligations under the Hedging Agreements (as such term is defined in the Credit Agreement)), each Pledgor, respectively, hereby grants in favor of the Pledgee for its own benefit and for the benefit of the Secured Parties, a first priority duly perfected pledge of, and security interest in, all of its rights and title in and to the Pledged Partnership InterestsShares, the entry made in the partners’ registry book of the Company certificates representing the Pledged Partnership InterestsShares, and in and to all dividends, distributions (whether in cash, in kind, in other partnership interest shares or in any other form), cash, instruments, shares and other property from time to time received, receivable, payable or otherwise distributed in respect of or in exchange for any or all of each Pledgor’s interest in such Pledged Partnership Interests Shares and all proceeds of the foregoing (collectively, the “Collateral”). (b) For purposes of perfecting the pledge and security interest created hereunder, as required by Article 334, Section III II of the LGTOC, on the date hereof, each Pledgor Pledgor: (i) delivers to the Pledgee the original share certificates evidencing the Pledged Shares, respectively, endorsed in guaranty (endosados en prenda) in favor of the Pledgee; and (ii) delivers to the Pledgee, a copy of the entry in the partners’ stock registry book (libro de registro de sociosacciones) of the Company, containing a notation duly certified by the Secretary of the Board of Managers Directors and a notary public stating that the Pledged Partnership Interests Shares have been pledged in favor of the Pledgee hereunder. (c) Each Pledgor agrees to file this Agreement for registration with the Registry of Guaranties on Movable Assets (as defined below) within fifteen (15) business days after the date on which such registry starts operating (with such extensions as the Pledgee may grant in its sole discretion) and shall obtain and deliver to the Pledgee written confirmation, in terms satisfactory to the Pledgee, of the registration of this Agreement with the Registry of Guaranties on Movable Assets, within one hundred and twenty (120) calendar days from the date of its filing before the Registry of Guaranties on Movable Assets (with such extensions as the Pledgee may grant in its sole discretion). “Registry of Guaranties on Movable Assets” means the guaranty section in the public registry of commerce corresponding to the corporate domicile of the Pledgors, pursuant to the provisions of the amending decree upon which certain provisions to the Commerce Code are added (Decreto por el que se reforman y adicionan algunas disposiciones del Código de Comercio) as published in the Official Daily Gazette of the Federation on August 27, 2009.

Creation of the Pledge. (a) In order The Pledgor hereby creates a non-possessory pledge pursuant to secure the due and prompt satisfaction of any Title II, Chapter IV, Section VII, of the Obligations General Law of Negotiable Instruments and Credit Transactions (Ley General de Títulos y Operaciones de Crédito) of Mexico (the “LGTOC”), over any and all of the assets (including any obligations under rights) owned by the Hedging Agreements (as defined Pledgor, present or future, of any nature whatsoever, used for its principal activities, present or future, including, without limitation, accounts receivable, bank accounts, machinery and equipment, contractual rights and cash other than any property or assets not required to be pledged in accordance with the Credit Agreement)Agreement and the Secured Note Indenture (hereinafter, collectively, the “Pledged Property”), each Pledgor, respectively, hereby grants in favor of the Pledgee for its own benefit and for the benefit of the Secured Parties, acting through the Pledgee, as Collateral Agent, to secure, as a first priority duly perfected pledge oflien, the full and security interest in, timely performance of any and all of its rights the Secured Obligations. While any Secured Obligation shall remain unsatisfied (other than (i) contingent indemnification obligations as to which no claim has been asserted, (ii) obligations and title liabilities under Secured Cash Management Agreements and Secured Hedge Agreements and (iii) letters of credit that have been cash collateralized in and accordance with the terms of the Credit Agreement), the Pledgor agrees not to withdraw or request the partial release of any of the Pledged Partnership Interests, the entry made in the partners’ registry book of the Company representing the Pledged Partnership Interests, and in and to all dividends, distributions (whether in cash, in kind, in other partnership interest or in any other form), cash, instruments, shares and other property from time to time received, receivable, payable or otherwise distributed in respect of or in exchange for any or all of each Pledgor’s interest in such Pledged Partnership Interests and all proceeds of the foregoing (collectively, the “Collateral”)Property pledged under this Agreement. (b) For purposes of perfecting the pledge created hereunder to be effective before third parties, the Pledgor agrees and security interest created hereunderis hereby obligated to (i) ratify this Agreement before a notary public, (ii) request the registration of this Agreement as required by Article 334soon as possible, Section III of the LGTOC, on but in no event later than within five (5) Business Days after the date hereof, each Pledgor delivers to before the PledgeeSingle Registry of Security on Movable Assets (Registro Único de Garantías Mobiliarias; the “RUG”), a copy and (iii) obtain written confirmation of the entry in definitive registration of this Agreement before the partners’ registry book RUG, within five (libro de registro de socios5) of Business Days following the Company, containing a notation duly certified by the Secretary of the Board of Managers and a notary public stating that the Pledged Partnership Interests have been pledged in favor of the Pledgee hereunderrequest for registration before such RUG. (c) Each Pledgor agrees to file this Agreement for registration with the Registry of Guaranties on Movable Assets (as defined below) within fifteen (15) business days after the date on which such registry starts operating (with such extensions as the Pledgee may grant in its sole discretion) and shall obtain and deliver to the Pledgee written confirmation, in terms satisfactory to the Pledgee, of the registration For purposes of this Agreement with Agreement, the Registry of Guaranties on Movable Assetsterm “Business Day” shall mean any day, within one hundred and twenty (120) calendar days from the date of its filing before the Registry of Guaranties on Movable Assets (with such extensions as the Pledgee may grant other than Saturday, Sunday or day in its sole discretion). “Registry of Guaranties on Movable Assets” means the guaranty section which Mexican banks are not authorized to open or are required to close in the public registry of commerce corresponding to the corporate domicile of the PledgorsMexico City, pursuant to the provisions of the amending decree upon which certain provisions to the Commerce Code are added (Decreto por el que se reforman y adicionan algunas disposiciones del Código de Comercio) as published in the Official Daily Gazette of the Federation on August 27, 2009Mexico.

Creation of the Pledge. (a) In order The Pledgor hereby creates a pledge pursuant to secure the due and prompt satisfaction of any Article 334, section II, of the Obligations General Law of Negotiable Instruments and Credit Transactions of Mexico (including any obligations under Ley General de Títulos y Operaciones de Crédito; the Hedging Agreements (as defined in “LGTOC”) over the Credit Agreement))Pledged Shares and their corresponding share certificates, each Pledgorincluding, respectivelyby way of example and not limitation, hereby grants all corporate and economic rights arising therefrom, in favor of the Pledgee for its own benefit and for the benefit of the Secured Parties, acting through the Pledgee, to secure, as a first priority duly perfected pledge oflien, the full and security interest in, timely performance of any and all of its rights the Secured Obligations. While any Secured Obligation shall remain unsatisfied (other than (i) contingent indemnification obligations as to which no claim has been asserted, (ii) obligations and title liabilities under Secured Cash Management Agreements and Secured Hedge Agreements and (iii) letters of credit that have been cash collateralized in and accordance with the terms of the Credit Agreement), the Pledgor agrees not to withdraw or request the partial release of any of the Pledged Partnership InterestsShares under this Agreement, other than as not prohibited by the entry made in the partners’ registry book of the Company representing the Pledged Partnership Interests, and in and to all dividends, distributions (whether in cash, in kind, in other partnership interest or in any other form), cash, instruments, shares and other property from time to time received, receivable, payable or otherwise distributed in respect of or in exchange for any or all of each Pledgor’s interest in such Pledged Partnership Interests and all proceeds of the foregoing (collectively, the “Collateral”)Secured Documents. (b) For purposes of perfecting the pledge and security interest over the Pledged Shares created hereunder, as required by Article 334the Pledgor, Section III simultaneously to the execution of the LGTOC, on the date hereof, each Pledgor this Agreement: (i) delivers to the Pledgee the share certificates of the Pledged Shares, duly endorsed as guarantee in favor of the Pledgee; and, (ii) delivers to the Pledgee a certified copy of the Shares Registry Book of the Company, together with a copy of the entry in the partners’ registry book (libro de registro de socios) of the Company, containing a notation duly certified signed by the Secretary of the Board of Managers and a notary public stating Directors of the Company or any other officer authorized by the Company, evidencing that the Pledged Partnership Interests Shares have been pledged in favor and for the benefit of the Pledgee hereunderSecured Parties, acting through the Pledgee, as Collateral Agent and Notes Foreign Collateral Agent, pursuant to the terms of this Agreement. (c) Each The Pledgor agrees to file this Agreement for registration with the Registry of Guaranties on Movable Assets (as defined below) within fifteen (15) business days after the date on which such registry starts operating (with such extensions as and the Pledgee may grant in its sole discretion) herein agree that the execution of this Pledge Agreement constitutes the deposit and shall obtain and deliver to receipt by the Pledgee written confirmation, in terms satisfactory to the Pledgee, of the registration of this Agreement with the Registry of Guaranties on Movable Assets, within one hundred and twenty (120) calendar days from the date of its filing before the Registry of Guaranties on Movable Assets (with such extensions as the Pledgee may grant in its sole discretion). “Registry of Guaranties on Movable Assets” means the guaranty section in the public registry of commerce corresponding to the corporate domicile share certificates representative of the Pledgors, Pledged Shares pursuant to the provisions article 337 of the amending decree upon which certain provisions to the Commerce Code are added (Decreto por el que se reforman y adicionan algunas disposiciones del Código de Comercio) as published in the Official Daily Gazette of the Federation on August 27, 2009LGTOC.

Creation of the Pledge. 1.1. - Subject to the provisions of this Agreement and of the Intercreditor Agreement, and to ensure full compliance with all the pecuniary obligations assumed in the Debt Instruments, including full payment of the principal, interest and any and all other charges due by NET Companies and/or the controlled companies of Net Servicos, contemplated in the Debt Instruments, including with respect to reimbursement of any and all amounts that the Collateral Agent, justifiably and upon evidence, may reasonably disburse by virtue of the creation, maintenance and/or enforcement of the pledge contracted herein (jointly, the "SECURED OBLIGATIONS"), based on the general provisions of Articles 1419 et seq. of the Brazilian Civil Code in effect (the "CIVIL CODE"), by this instrument and in the best form of law, each of NET Companies hereby pledges (and, in the case of Dabny, L.L.C. and Jonquil Ventures Limited, grants a security interest) in favor of Creditors, irrevocably and irreversibly, all of the Shares or other capital interests held by NET Companies in the capital of the Intervening Party(ies) listed on "Schedule 5" hereto (the "PLEDGE" or "PLEDGED ASSETS"). 1.2. - With due regard for the provisions of the Debt Instruments, of the Intercreditor Agreement and of this Agreement, NET Companies hereby undertake to include in this Pledge (a) In order to secure the due any and prompt satisfaction of any of the Obligations (including any obligations under the Hedging Agreements (as defined in the Credit Agreement)), each Pledgor, respectively, hereby grants in favor of the Pledgee for its own benefit and for the benefit of the Secured Parties, a first priority duly perfected pledge of, and security interest in, all of its rights additional shares issued by the Intervening Party(ies), whether through third-party acquisition, subscription, splitting, stock dividends or otherwise; (b) any and title all shares issued by other companies which NET Companies may receive, as a result of any merger, spin-off, amalgamation, transformation, capital subscription or any other corporate reorganization transaction involving the Intervening Party(ies); and (c) any and all shares issued by company(ies) to be organized or acquired, which NET Companies may receive. NET Companies undertake to ensure that such company(ies) to be organized integrate the Pledge in the capacity of Intervening Party(ies), unless, in the events described in items (b) and (c), such company is deemed to be an Unrestricted Controlled Company pursuant to the Pledged Partnership Interests, the entry made in the partners’ registry book of the Company representing the Pledged Partnership Interests, and in and to all dividends, distributions (whether in cash, in kind, in other partnership interest or in any other form), cash, instruments, shares and other property from time to time received, receivable, payable or otherwise distributed in respect of or in exchange for any or all of each Pledgor’s interest in such Pledged Partnership Interests and all proceeds of the foregoing Debt Instruments (collectively, the “Collateral”"NEW SHARES"). (b) 1.2.1. - For purposes of perfecting compliance with Clause 1.2 above, NET Companies undertake to update "Schedule 5" hereof, by making an addendum hereto, in order to formalize the pledge in relation to the New Shares, whenever and security interest created hereunder, as required by Article 334, Section III only to the extent that any of the LGTOCevents set out in Clause 1.2, on the date hereofitems (a), each Pledgor delivers to the Pledgee(b), a copy of the entry in the partners’ registry book (libro de registro de socios) of the Company, containing a notation duly certified by the Secretary of the Board of Managers and a notary public stating that the Pledged Partnership Interests have been pledged in favor of the Pledgee hereunder. or (c) Each Pledgor agrees to file this Agreement occurs, with due regard for registration with the Registry of Guaranties on Movable Assets (as defined below) within fifteen (15) business days after the date on which such registry starts operating (with such extensions as the Pledgee may grant in its sole discretion) and shall obtain and deliver to the Pledgee written confirmation, in terms satisfactory to the Pledgee, of the registration of this Agreement with the Registry of Guaranties on Movable Assets, within one hundred and twenty (120) calendar days from the date of its filing before the Registry of Guaranties on Movable Assets (with such extensions as the Pledgee may grant in its sole discretion). “Registry of Guaranties on Movable Assets” means the guaranty section in the public registry of commerce corresponding to the corporate domicile of the Pledgors, pursuant to the provisions of the amending decree upon which certain provisions to the Commerce Code are added (Decreto por el que se reforman y adicionan algunas disposiciones del Código de Comercio) as published in the Official Daily Gazette of the Federation on August 27, 2009.Clauses 10.2 and 10.2.1

Creation of the Pledge. Perfection (a) In order to secure the due The Pledgor hereby assigns, transfers, provides and prompt satisfaction of any of the Obligations (including any obligations under the Hedging Agreements (as defined in the Credit Agreement)), each Pledgor, respectively, hereby grants in favor favour of the Pledgee for a first priority pledge (gage de premier rang) over its own benefit right, title and interest in the Collateral, as continuing security for the benefit due performance and discharge of the Secured Parties, a first priority duly perfected pledge of, Obligations and security interest in, all of its rights and title the Pledgee accepts this Pledge in and to the Pledged Partnership Interests, the entry made in the partners’ registry book accordance with Articles 3 et seq. of the Company representing the Pledged Partnership Interests, and in and to all dividends, distributions (whether in cash, in kind, in other partnership interest or in any other form), cash, instruments, shares and other property from time to time received, receivable, payable or otherwise distributed in respect of or in exchange for any or all of each Pledgor’s interest in such Pledged Partnership Interests and all proceeds of the foregoing (collectively, the “Collateral”)2005 Act. (b) For purposes By delivering to the Approved Bank at the date of perfecting execution of this Agreement, by fax and by registered mail with acknowledgement of receipt, a notification of the pledge existence of this Pledge and of the security interest created hereunderhereunder over the Collateral, as required with a copy thereof to the Pledgee, substantially in the form set out at Schedule A hereto, and by Article 334, Section III of the LGTOCobtaining, on the date hereof, each Pledgor delivers to the Pledgeea duly executed acknowledgement and waiver, a copy of the entry substantially in the partners’ registry book form set out at Schedule B hereto from the Approved Bank, this Pledge can be held against the Approved Bank and against third parties (libro de registro de sociosother than the Approved Bank). (i) The Collateral being composed of the Company, containing a notation duly certified by the Secretary of the Board of Managers securities and a notary public stating that the Pledged Partnership Interests have been financial instruments shall be marked as being pledged in favor favour of the Pledgee hereunderin the books of the Approved Bank by reference to the Pledged Account. Any future Collateral composed of securities and financial instruments shall be marked as pledged in favour of the Pledgee in the books of the Approved Bank as of the moment on which they are credited to the Pledged Account. (c) Each Upon execution of this Agreement, the Pledgor shall cause Approved Bank to proceed to any filings, publications and/or perfection formalities as may be required from time to time by Luxembourg law. (d) The Pledgor specifically agrees and acknowledges that the Secured Obligations will be deemed to file include any and all Secured Obligations as may be so amended, modified, restated, novated, varied or supplemented from time to time, including without limitation: (i) any increase in any amount made available thereunder and/or any alteration and/or addition to the purposes for which any such amount, or increased amount, may be used; (ii) any amounts provided in substitution or in addition to the amounts originally made available; (iii) any rescheduling of the indebtedness incurred thereunder whether in isolation or in connection with any of the foregoing; and (iv) any combination of any of the foregoing in accordance with the terms thereof or, as the case may be, with the agreement of the relevant parties. (e) The Pledgee holds the benefit of this Agreement for registration the Secured Parties in accordance with the Registry of Guaranties on Movable Assets (as defined below) within fifteen (15) business days after the date on which such registry starts operating (with such extensions as the Pledgee may grant in its sole discretion) and shall obtain and deliver to the Pledgee written confirmation, in terms satisfactory to the Pledgee, of the registration of this Master Agreement and with the Registry of Guaranties on Movable Assets, within one hundred and twenty (120Article 2(4) calendar days from the date of its filing before the Registry of Guaranties on Movable Assets (with such extensions as the Pledgee may grant in its sole discretion). “Registry of Guaranties on Movable Assets” means the guaranty section in the public registry of commerce corresponding to the corporate domicile of the Pledgors, pursuant to the provisions of the amending decree upon which certain provisions to the Commerce Code are added (Decreto por el que se reforman y adicionan algunas disposiciones del Código de Comercio) as published in the Official Daily Gazette of the Federation on August 27, 20092000 Xxx.

Creation of the Pledge. 1.1. - Subject to the provisions of this Agreement and of the Intercreditor Agreement, and to ensure full compliance with all the pecuniary obligations assumed in the Debt Instruments, including full payment of the principal, interest and any and all other charges due by NET Companies and/or the controlled companies of Net Servicos, contemplated in the Debt Instruments, including with respect to reimbursement of any and all amounts that the Collateral Agent, justifiably and upon evidence, may reasonably disburse by virtue of the creation, maintenance and/or enforcement of the pledge contracted herein (jointly, the "SECURED OBLIGATIONS"), based on the general provisions of Articles 1419 et seq. of the Brazilian Civil Code in effect (the "CIVIL CODE"), by this instrument and in the best form of law, each of NET Companies hereby pledges in favor of Creditors, irrevocably and irreversibly, all of the Quotas held by NET Companies in the capital of the Intervening Party(ies) listed on "Schedule 5" hereto (the "PLEDGE" or "PLEDGED ASSETS"). 1.2. - With due regard for the provisions of the Debt Instruments, of the Intercreditor Agreement and of this Agreement, NET Companies hereby undertake to include in this Pledge (a) In order to secure the due any and prompt satisfaction of any of the Obligations (including any obligations under the Hedging Agreements (as defined in the Credit Agreement)), each Pledgor, respectively, hereby grants in favor of the Pledgee for its own benefit and for the benefit of the Secured Parties, a first priority duly perfected pledge of, and security interest in, all of its rights additional quotas issued by the Intervening Party(ies), whether through third-party acquisition, subscription, splitting, stock dividends or otherwise; (b) any and title all quotas issued by other companies which NET Companies may receive, as a result of any merger, spin-off, amalgamation, transformation, capital subscription or any other corporate reorganization transaction involving the Intervening Party(ies); and (c) any and all quotas issued by company(ies) to be organized or acquired, which NET Companies may receive. NET Companies undertake to ensure that such company(ies) to be organized integrate the Pledge in the capacity of Intervening Party(ies), unless, in the events described in items (b) and (c), such company is deemed to be an Unrestricted Controlled Company pursuant to the Pledged Partnership Interests, the entry made in the partners’ registry book of the Company representing the Pledged Partnership Interests, and in and to all dividends, distributions (whether in cash, in kind, in other partnership interest or in any other form), cash, instruments, shares and other property from time to time received, receivable, payable or otherwise distributed in respect of or in exchange for any or all of each Pledgor’s interest in such Pledged Partnership Interests and all proceeds of the foregoing Debt Instruments (collectively, the “Collateral”"NEW QUOTAS"). (b) 1.2.1. - For purposes of perfecting compliance with Clause 1.2 above, NET Companies undertake to update "Schedule 5" hereof, by making an addendum hereto, in order to formalize the pledge in relation to the New Quotas, whenever and security interest created hereunder, as required by Article 334, Section III only to the extent that any of the LGTOCevents set out in Clause 1.2, on the date hereofitems (a), each Pledgor delivers to the Pledgee(b), a copy of the entry in the partners’ registry book (libro de registro de socios) of the Company, containing a notation duly certified by the Secretary of the Board of Managers and a notary public stating that the Pledged Partnership Interests have been pledged in favor of the Pledgee hereunder. or (c) Each Pledgor agrees to file this Agreement occurs, with due regard for registration with the Registry of Guaranties on Movable Assets (as defined below) within fifteen (15) business days after the date on which such registry starts operating (with such extensions as the Pledgee may grant in its sole discretion) and shall obtain and deliver to the Pledgee written confirmation, in terms satisfactory to the Pledgee, of the registration of this Agreement with the Registry of Guaranties on Movable Assets, within one hundred and twenty (120) calendar days from the date of its filing before the Registry of Guaranties on Movable Assets (with such extensions as the Pledgee may grant in its sole discretion). “Registry of Guaranties on Movable Assets” means the guaranty section in the public registry of commerce corresponding to the corporate domicile of the Pledgors, pursuant to the provisions of the amending decree upon which certain provisions to the Commerce Code are added (Decreto por el que se reforman y adicionan algunas disposiciones del Código de Comercio) as published in the Official Daily Gazette of the Federation on August 27, 2009.Clauses 10.2 and 10.2.1

Creation of the Pledge. (a) In order to secure the due and prompt satisfaction of any of the Obligations (including any obligations under the Hedging Agreements (as defined in the Credit Agreement)), each Pledgor, respectively, hereby grants in favor of the Pledgee for its own benefit and for the benefit of the Secured Parties, a first priority duly perfected pledge of, and security interest in, all of its rights and title in and to the Pledged Partnership Interests, the entry made in the partners’ registry book of the Company representing the Pledged Partnership Interests, and in and to all dividends, distributions (whether in cash, in kind, in other partnership interest or in any other form), cash, instruments, shares and other property from time to time received, receivable, payable or otherwise distributed in respect of or in exchange for any or all of each Pledgor’s interest in such Pledged Partnership Interests and all proceeds of the foregoing (collectively, the “Collateral”). (b) For purposes of perfecting the pledge and security interest created hereunder, as required by Article 334, Section III of the LGTOC, on the date hereof, each Pledgor delivers to the Pledgee, a copy of the entry in the partners’ registry book (libro de registro de socios) of the Company, containing a notation duly certified by the Secretary of the Board of Managers and a notary public stating that the Pledged Partnership Interests have been pledged in favor of the Pledgee hereunder. (c) Each Pledgor agrees to file this Agreement for registration with the Registry of Guaranties on Movable Assets (as defined below) within fifteen (15) business days after the date on which such registry starts operating (with such extensions as the Pledgee may grant in its sole discretion) and shall obtain and deliver to the Pledgee written confirmation, in terms satisfactory to the Pledgee, of the registration of this Agreement with the Registry of Guaranties on Movable Assets, within one hundred and twenty (120) calendar days from the date of its filing before the Registry of Guaranties on Movable Assets (with such extensions as the Pledgee may grant in its sole discretion). “Registry of Guaranties on Movable Assets” means the guaranty section in the public registry of commerce corresponding to the corporate domicile of the Pledgors, pursuant to the provisions of the amending decree upon which certain provisions to the Commerce Code are added (Decreto por el que se reforman y adicionan algunas disposiciones del Código de Comercio) as published in the Official Daily Gazette of the Federation on August 27, 2009. Clause Second. Receipt of the Pledged Partnership Interests. The Pledgors and the Pledgee hereby agree that the execution of this Agreement constitutes the acknowledgment of receipt by the Pledgee of a copy of the entry in the partners’ registry book (libro de registro de socios) of the Company evidencing the Pledged Partnership Interests, as set forth in Article 337 of the LGTOC.

Creation of the Pledge. (a) In order to secure the due and prompt satisfaction of any performance of the Obligations (including any obligations under Secured Obligations, the Hedging Agreements (as defined in the Credit Agreement)), each Pledgor, respectively, Pledgor hereby grants in favor of the Pledgee for its own benefit and Pledgee, for the benefit of the Secured PartiesPledgee and the equal and ratable benefit of the Holders of the Notes from time to time, a first priority duly perfected pledge of, and security interest in, all of its rights and title in and to the Pledged Partnership Interests, the entry made in the partners’ registry book of the Company representing following collateral: the Pledged Partnership InterestsShares, and in and to all dividends, distributions (whether in cash, in kind, in other partnership interest or in any other form), cash, instruments, shares and other property from time to time received, receivable, payable or otherwise distributed in respect of or in exchange for any or all of each the Pledgor’s interest in such Pledged Partnership Interests and all proceeds of the foregoing Shares (collectively, the “Collateral”). Further, the Pledgor hereby agrees to grant in favor of the Pledgee, a perfected pledge of, and security interest in, any additional shares representing the capital stock of Centel (or other ownership interests in Centel issued with respect to such shares) acquired by the Pledgor from time to time during the term of this Agreement in order for the Pledged Shares to represent, at all times, no less than sixty-five percent (65%) of the outstanding capital stock of Centel; provided, however, that if at any time, and for any reason, the Pledged Shares represent more than sixty-five percent of the outstanding capital stock of Centel, the Pledgee shall release to the Pledgor any Pledged Shares in excess of such maximum percentage. Notwithstanding the foregoing, in the event that Rule 3-16 of Regulation S-X under the Securities and Exchange Act of 1933, as amended (or any successor regulation) (the “Securities Act”) requires the filing with the Securities and Exchange Commission (the “Commission”) of separate financial statements of Centel because Centel’s Capital Interests (as such term is defined in the Indenture) are pledged as Collateral securing the Notes, the portion (or, if necessary, all) of such Capital Interests necessary to eliminate such filing requirement will automatically be deemed released and to not have been part of the “Collateral”. (b) For purposes of perfecting the pledge and security interest created hereunder, as required by Article 334, Section III II of the LGTOCMexican General Law of Negotiable Instruments and Credit Transactions (Ley General de Títulos y Operaciones de Crédito; the “LGTOC “), on the date hereof, each Pledgor the Pledgor: (i) delivers to the Pledgee the original share certificates evidencing the Pledged Shares duly endorsed in guaranty in favor of the Pledgee, ; and (ii) delivers to the Pledgee a certified copy of the entry in the partners’ stock registry book (libro Libro de registro Registro de sociosAcciones) of the Company, containing a notation duly certified stating that the Pledged Shares have been pledged in favor of the Pledgee, together with a certificate signed by the Secretary of the Board of Managers and a notary public stating that the Pledged Partnership Interests have been pledged in favor Directors of the Pledgee hereunderCompany indicating that such pledge has been registered as provided above and such Secretary is aware of the contents of this Agreement. (c) Each The Pledgor agrees to file this Agreement for registration with the Registry of Guaranties on Movable Assets (as defined below) within fifteen (15) business days after the date on which such registry starts operating (with such extensions as the Pledgee may grant in its sole discretion) and shall obtain sign and deliver to the Pledgee written confirmation, in terms satisfactory to the Pledgee, one day after the execution of this Agreement, the foreclosure letter attached hereto as Exhibit “A” for purposes of Article 344 of the registration of this Agreement with the Registry of Guaranties on Movable Assets, within one hundred and twenty (120) calendar days from the date of its filing before the Registry of Guaranties on Movable Assets (with such extensions as the Pledgee may grant in its sole discretion). “Registry of Guaranties on Movable Assets” means the guaranty section in the public registry of commerce corresponding to the corporate domicile of the Pledgors, pursuant to the provisions of the amending decree upon which certain provisions to the Commerce Code are added (Decreto por el que se reforman y adicionan algunas disposiciones del Código de Comercio) as published in the Official Daily Gazette of the Federation on August 27, 2009LGTOC.

Creation of the Pledge. (a) In order to secure the due and prompt satisfaction of any performance of the Obligations (including any obligations under Secured Obligations, the Hedging Agreements (as defined in the Credit Agreement)), each Pledgor, respectively, Pledgor hereby grants in favor of the Pledgee for its own benefit and Pledgee, for the benefit of the Secured PartiesPledgee and the equal and ratable benefit of the Holders of the Notes from time to time, a first priority duly perfected pledge of, and security interest in, all of its rights and title in and to the Pledged Partnership Interests, the entry made in the partners’ registry book of the Company representing following collateral: the Pledged Partnership InterestsShares, and in and to all dividends, distributions (whether in cash, in kind, in other partnership interest or in any other form), cash, instruments, shares and other property from time to time received, receivable, payable or otherwise distributed in respect of or in exchange for any or all of each the Pledgor’s interest in such Pledged Partnership Interests Shares and all proceeds of any of the foregoing (collectively, the “Collateral”). Further, the Pledgor hereby agrees to grant in favor of the Pledgee, a perfected pledge of, and security interest in, any additional shares representing the capital stock of Centel (or other ownership interests in Centel issued with respect to such shares) acquired by the Pledgor from time to time during the term of this Agreement in order for the Pledged Shares to represent, at all times, no less than sixty-five percent (65%) of the outstanding capital stock of Centel; provided, however, that if at any time, and for any reason, the Pledged Shares represent more than sixty- five percent of the outstanding capital stock of Centel, the Pledgee shall release to the Pledgor any Pledged Shares in excess of such maximum percentage. Notwithstanding the foregoing, in the event that Rule 3-16 of Regulation S-X under the Securities and Exchange Act of 1933, as amended (or any successor regulation) (the “Securities Act”) requires the filing with the Securities and Exchange Commission (the “Commission”) of separate financial statements of Centel because Centel’s Pledged Shares are pledged as Collateral securing the Notes, the portion (or, if necessary, all) of such Pledge Shares necessary to eliminate such filing requirement will automatically be deemed released and to not have been part of the “Collateral”. (b) For purposes of perfecting the pledge and security interest created hereunder, as required by Article 334, Section III II of the Mexican General Law of Negotiable Instruments and Credit Transactions (Ley General de Titulos y Operaciones de Credito; the “LGTOC”), on the date hereof, each Pledgor the Pledgor: (i) delivers to the Pledgee the original share certificates evidencing the Pledged Shares duly endorsed in guaranty in favor of the Pledgee, ; and (ii) delivers to the Pledgee a certified copy of the entry in the partners’ stock registry book (libro Libro de registro Registro de sociosAcciones) of the Company, containing a notation duly certified stating that the Pledged Shares have been pledged in favor of the Pledgee, together with a certificate signed by the Secretary of the Board of Managers and a notary public stating that the Pledged Partnership Interests have been pledged in favor Directors of the Pledgee hereunderCompany indicating that such pledge has been registered as provided above and such Secretary is aware of the contents of this Agreement. (c) Each The Pledgor agrees to file this Agreement for registration with the Registry of Guaranties on Movable Assets (as defined below) within fifteen (15) business days after the date on which such registry starts operating (with such extensions as the Pledgee may grant in its sole discretion) and shall obtain sign and deliver to the Pledgee written confirmation, in terms satisfactory to the Pledgee, one day after the execution of this Agreement, the foreclosure letter attached hereto as Exhibit “A” for purposes of Article 344 of the registration of this Agreement with the Registry of Guaranties on Movable Assets, within one hundred and twenty (120) calendar days from the date of its filing before the Registry of Guaranties on Movable Assets (with such extensions as the Pledgee may grant in its sole discretion). “Registry of Guaranties on Movable Assets” means the guaranty section in the public registry of commerce corresponding to the corporate domicile of the Pledgors, pursuant to the provisions of the amending decree upon which certain provisions to the Commerce Code are added (Decreto por el que se reforman y adicionan algunas disposiciones del Código de Comercio) as published in the Official Daily Gazette of the Federation on August 27, 2009LGTOC.

Creation of the Pledge. 1.1. - Subject to the provisions of this Agreement and of the Intercreditor Agreement, and to ensure full compliance with all the pecuniary obligations assumed in the Debt Instruments, including full payment of the principal, interest and any and all other charges due by NET Companies and/or the controlled companies of Net Serviços, contemplated in the Debt Instruments, including with respect to reimbursement of any and all amounts that the Collateral Agent, justifiably and upon evidence, may reasonably disburse by virtue of the creation, maintenance and/or enforcement of the pledge contracted herein (jointly, the “Secured Obligations”), based on the general provisions of Articles 1419 et seq. of the Brazilian Civil Code in effect (the “Civil Code”), by this instrument and in the best form of law, each of NET Companies hereby pledges in favor of Creditors, irrevocably and irreversibly, all of the Quotas held by NET Companies in the capital of the Intervening Party(ies) listed on “Schedule 5” hereto (the “Pledge” or “Pledged Assets”). 1.2. - With due regard for the provisions of the Debt Instruments, of the Intercreditor Agreement and of this Agreement, NET Companies hereby undertake to include in this Pledge (a) In order to secure the due any and prompt satisfaction of any of the Obligations (including any obligations under the Hedging Agreements (as defined in the Credit Agreement)), each Pledgor, respectively, hereby grants in favor of the Pledgee for its own benefit and for the benefit of the Secured Parties, a first priority duly perfected pledge of, and security interest in, all of its rights additional quotas issued by the Intervening Party(ies), whether through third-party acquisition, subscription, splitting, stock dividends or otherwise; (b) any and title all quotas issued by other companies which NET Companies may receive, as a result of any merger, spin-off, amalgamation, transformation, capital subscription or any other corporate reorganization transaction involving the Intervening Party(ies); and (c) any and all quotas issued by company(ies) to be organized or acquired, which NET Companies may receive. NET Companies undertake to ensure that such company(ies) to be organized integrate the Pledge in the capacity of Intervening Party(ies), unless, in the events described in items (b) and (c), such company is deemed to be an Unrestricted Controlled Company pursuant to the Pledged Partnership Interests, the entry made in the partners’ registry book of the Company representing the Pledged Partnership Interests, and in and to all dividends, distributions (whether in cash, in kind, in other partnership interest or in any other form), cash, instruments, shares and other property from time to time received, receivable, payable or otherwise distributed in respect of or in exchange for any or all of each Pledgor’s interest in such Pledged Partnership Interests and all proceeds of the foregoing Debt Instruments (collectively, the “CollateralNew Quotas”). (b) 1.2.1. For purposes of perfecting compliance with Clause 1.2 above, NET Companies undertake to update “Schedule 5” hereof, by making an addendum hereto, in order to formalize the pledge in relation to the New Quotas, whenever and security interest created hereunderonly to the extent that any of the events set out in Clause 1.2, items (a), (b), or (c) occurs, with due regard for the provisions in Clauses 10.2 and 10.2.1 below. 1.2.2. The Creditors and the Collateral Agent hereby agree upon the cancellation of the quotas issued by the companies listed on “Schedule 11”, which, pursuant to the Debt Instruments and the Intercreditor Agreement, shall be settled and terminated, and shall not be considered a violation or reduction of the Pledge. 1.3. - Except for the provisions set out in the Debt Instruments, in the Intercreditor Agreement and in this Agreement, NET Companies hereby undertake irrevocably and irreversibly to ensure that, as required by Article 334, Section III of guarantee for full compliance with the LGTOC, on the date hereof, each Pledgor delivers Secured Obligations related to the PledgeeDebt Instruments, a copy of between this date and the entry in the partners’ registry book (libro de registro de socios) of the CompanyPledge Termination Date, containing a notation duly certified by the Secretary of the Board of Managers and a notary public stating that the Pledged Partnership Interests have been Assets and the New Quotas (jointly, the “Pledged Quotas”), are duly pledged in favor of the Pledgee hereunderCreditors. (c) Each Pledgor agrees to file this Agreement for registration with the Registry of Guaranties on Movable Assets (as defined below) within fifteen (15) business days after the date on which such registry starts operating (with such extensions as the Pledgee may grant in its sole discretion) and shall obtain and deliver to the Pledgee written confirmation, in terms satisfactory to the Pledgee, of the registration of this Agreement with the Registry of Guaranties on Movable Assets, within one hundred and twenty (120) calendar days from the date of its filing before the Registry of Guaranties on Movable Assets (with such extensions as the Pledgee may grant in its sole discretion). “Registry of Guaranties on Movable Assets” means the guaranty section in the public registry of commerce corresponding to the corporate domicile of the Pledgors, pursuant to the provisions of the amending decree upon which certain provisions to the Commerce Code are added (Decreto por el que se reforman y adicionan algunas disposiciones del Código de Comercio) as published in the Official Daily Gazette of the Federation on August 27, 2009.

Creation of the Pledge. (a) In order Each Pledgor, as applicable, hereby creates a pledge pursuant to secure article 334, section III, of the due Negotiable Instruments Law upon the Pledgor A Equity Interests, the Pledgor B Equity Interest and prompt satisfaction any and all rights arising therefrom and all proceeds thereof (collectively, the “Pledged Equity Interests”), in favor the Pledgee, acting in its capacity as administrative agent for the benefit of the Secured Parties, to secure, as a first priority lien, (i) the full and timely performance and payment of any and all the European Obligations (as defined in the Credit Agreement) of the Obligations (including any obligations Borrowers under the Hedging Agreements Loan Documents (as defined in the Credit Agreement), (ii) the full and timely performance of any and all the obligations of each Pledgor under this Agreement, and (iii) the payment of all fees, costs and expenses paid or incurred by the Pledgee, in connection with the execution by the Pledgee of, or the exercise of rights by the Pledgee under, this Agreement (jointly, (i), each Pledgor(ii) and (iii), respectivelythe “Secured Obligations”). Subject to the Credit Agreement, hereby grants in favor while any Secured Obligation shall remain unsatisfied the total percentage of the Pledgee for its own benefit and for Pledged Equity Interests hereunder shall not be reduced notwithstanding the benefit partial payment or performance by the Pledgors of the Secured Parties, a first priority duly perfected pledge of, and security interest in, all of its rights and title in and to the Pledged Partnership Interests, the entry made in the partners’ registry book of the Company representing the Pledged Partnership Interests, and in and to all dividends, distributions (whether in cash, in kind, in other partnership interest or in any other form), cash, instruments, shares and other property from time to time received, receivable, payable or otherwise distributed in respect of or in exchange for any or all of each Pledgor’s interest in such Pledged Partnership Interests and all proceeds of the foregoing (collectively, the “Collateral”)Obligations. (b) For purposes of perfecting the pledge and security interest over the Pledged Equity Interests created hereunder, as required by Article 334the Pledgors, Section III simultaneously to the execution of the LGTOCthis Agreement, on the date hereof, each Pledgor delivers deliver to the Pledgee, a copy of (i) the entry in original non-negotiable certificates representing the partners’ registry book (libro de registro de socios) of the Company, containing Pledged Equity Interests with a notation duly certified by the Secretary of the Board of Managers and a notary public stating evidencing that the Pledged Partnership Equity Interests have been pledged in favor of the Pledgee hereunderPledgee, acting in its capacity as administrative agent for the benefit of the Secured Parties; (ii) a certificate of the Secretary or an Assistant Secretary of the Company, together with a copy of the notation made in the Partners’ Registry Book of the Company, evidencing that the Pledged Equity Interests have been pledged in favor the Pledgee, acting in its capacity as administrative agent for the benefit of the Secured Parties, pursuant to the terms of this Agreement; and (iii) a certified copy of the notarial instrument (testimonio) containing the Company’s bylaws (and any amendments thereto). (c) Each Pledgor agrees to file this Agreement for registration with the Registry of Guaranties on Movable Assets (as defined below) within fifteen (15) business days after the date on which such registry starts operating (with such extensions as the Pledgee may grant in its sole discretion) and The Pledgors shall obtain and deliver to the Pledgee written confirmationwithin five (5) Business Days immediately following the date hereof, in terms satisfactory to the Pledgee, a copy certified by a notary public of the registration book notation referred to in (b)(ii) above. (d) The Pledgors and the Pledgee hereby agree that the execution and delivery of this Agreement with the Registry constitutes acknowledgment of Guaranties on Movable Assets, within one hundred and twenty (120) calendar days from the date of its filing before the Registry of Guaranties on Movable Assets (with such extensions as receipt by the Pledgee may grant in its sole discretion). “Registry of Guaranties on Movable Assets” means the guaranty section in the public registry of commerce corresponding to the corporate domicile of the Pledgorsnon-negotiable certificates representing the Pledged Equity Interests and the book notation referred to in paragraph (b)(ii) above, pursuant to the provisions as set forth in article 337 of the amending decree upon Negotiable Instruments Law. (e) For purposes of this Agreement, the term “Business Day” shall mean any day, other than Saturday, Sunday or a day in which certain provisions Mexican banks are not authorized to the Commerce Code open or are added (Decreto por el que se reforman y adicionan algunas disposiciones del Código de Comercio) as published required to close in the Official Daily Gazette of the Federation on August 27Mexico City, 2009Mexico.

Creation of the Pledge. (a) In order to To secure the payment in full when due and prompt satisfaction of any (whether at stated maturity, by acceleration or otherwise) of the Obligations (including any obligations under Secured Obligations, in accordance with Articles 346 to 380 of the Hedging Agreements (as defined in LGTOC, the Credit Agreement)), each Pledgor, respectively, Pledgor hereby grants pledges in favor of the Pledgee for its own benefit acting solely on behalf and for the benefit of the Secured PartiesParties (and its successors and assigns), a first priority duly perfected pledge ofthe following movable tangible and intangible properties (the "Pledged Assets"): (i) the collection rights of the Pledgor under the CFE Contract (including the right to receive, collect and demand payment of the Contract Price and Termination Value thereunder but excluding the non-collection rights under the CFE Contract); (ii) the rights of the Pledgor under any of the Principal Subcontracts and under each guarantee, bond, letter of credit or other form of security interest inprovided in favor of or for the benefit of the Pledgor pursuant to any Principal Subcontract and, all of its rights and title in and to the Pledged Partnership Interestsextent requested by the Pledgee, under any Additional Project Contract; (iii) all rights of the Pledgor under the Insurance Policies; (iv) the equipment and materials listed in Exhibit "A" hereto; (v) in accordance with Article 354 of the LGTOC any and all other movable property presently owned or hereinafter acquired by the Pledgor in connection with its core business (actividad preponderante) which is the construction and completion of the Project, including but not limited to, the entry made in blue-prints, plans, drawings, calculations and all other engineering documents; the partners’ registry book of rights to the Company representing the Pledged Partnership InterestsSite; all cement, thin rods, construction materials and in electromechanical equipment and to components; all dividends, distributions (whether in cash, in kind, in other partnership interest or in any other form), cash, instruments, shares instruments and other movable property from time to time received, receivable, payable receivable or otherwise distributed in respect of or in exchange for any or all of each Pledgor’s interest in such Pledged Partnership Interests and all proceeds of the foregoing (collectivelyforegoing; if for any reason, a negotiable instrument is received by the Pledgor, the “Collateral”)Pledgor shall promptly deliver it to the Pledgee, duly endorsed, for deposit into the relevant account under the Depositary Agreement; provided however, that, all funds received by the Pledgee in payment of collection rights under the CFE Contract, the Principal Subcontracts and the Additional Project Contracts may be applied by the Pledgee and delivered to the Secured Parties in accordance with the Common Agreement and the Depositary Agreement. (b) For purposes of perfecting On or before the pledge and security interest created hereunderClosing Date, as required by Article 334, Section III of the LGTOC, on the date hereof, each Pledgor delivers shall deliver to the Pledgee: (i) a written communication to CFE, a copy of the entry in the partners’ registry book form of Exhibit "B" hereto, duly executed by CFE in evidence of its acknowledgement and agreement to the pledge created hereby; (libro de registro de sociosii) of the Company, containing a notation acknowledgement and consent agreements duly certified executed by the Secretary Pledgor and each of Technoproject, S.A. de C.V., Intertechne Consultores Asociados S/C Ltda, Energo and Constructora El Cajon, S.A. de C.V., respectively, in the Board forms set forth in the Common Agreement, in evidence of Managers their acknowledgement and agreement to the pledge created hereby; and (iii) a notary public stating written notice to, and consent of, Grupo Nacional Provincial, S.A., in the form of Exhibit "C" hereto, duly executed by Grupo Nacional Provincial, S.A. in evidence of its acknowledgement and agreement to the pledge created hereby, provided that before delivering such notice to Grupo Nacional Provincial, S.A., the Pledged Partnership Interests Pledgor shall have been pledged in favor obtained the signatures of the Pledgee hereunderand WestLB AG, New York Branch as provided in such notice. (c) Each Pledgor agrees to file this Agreement for registration with the Registry of Guaranties on Movable Assets (as defined below) within Within fifteen (15) business days after the date on which such registry starts operating (with such extensions as the Pledgee may grant in its sole discretion) and shall obtain and deliver to the Pledgee written confirmation, in terms satisfactory to the Pledgee, of the registration of this Agreement with the Registry of Guaranties on Movable Assets, within one hundred and twenty (120) calendar days from the date of its filing before issuance of any Insurance Policy other than the Registry of Guaranties on Movable Assets (with such extensions as GNP Policy, the Pledgor shall deliver to the Pledgee may grant in its sole discretion). “Registry of Guaranties on Movable Assets” means (i) a written notice to, and consent of, the guaranty section relevant insurance company, in the public registry form of commerce corresponding Exhibit "D" hereto, duly executed by such insurance company in evidence of its acknowledgement and agreement to the corporate domicile pledge created hereby, provided that before delivering such notice to Grupo Nacional Provincial, S.A., the Pledgor shall have obtained the signature of the PledgorsPledgee as provided in such notice, pursuant and (ii) notarized copies of such Insurance Policy including the Endorsement. (d) Within fifteen (15) calendar days from the date of request therefore by the Intercreditor Agent, the Pledgor shall deliver to the provisions Pledgee: (i) a written consent of the amending decree upon which certain provisions relevant Additional Project Counterparty in the form set forth in the Common Agreement, duly executed by such Additional Project Counterparty and, in evidence of their acknowledgement and agreement to the Commerce Code are added pledge created hereby; and (Decreto por el que se reforman y adicionan algunas disposiciones del Código de Comercioii) as published in the Official Daily Gazette a notarized copy of the Federation on August 27, 2009any such Additional Project Contract.