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 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. 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. (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 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 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 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 (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 Xxxxxx & Xxxxx 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 (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 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. 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. (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 The Borrower hereby pledges, assigns, hypothecates, transfers and delivers to the Bank all its right, title and interest in and to the Tendered Bonds, now owned or hereafter acquired, and hereby grants to the Bank, a first lien on, and security interest in, the Borrower's right, title and interest in and to the Tendered Bonds, now owned or hereafter acquired, and in all proceeds thereof (whether cash or otherwise), as collateral security for the prompt and complete payment when due of all amounts due in respect of the reimbursement obligations of the Borrower set forth in the Reimbursement Agreement and interest on such amounts at the Advance Rate as set forth in the Reimbursement Agreement, together with all indebtedness, obligations and liabilities of the Borrower to the Bank under any of the Financing Documents, whether now existing or hereafter incurred, however evidenced, whether matured or unmatured, whether direct or indirect, whether absolute or contingent, whether liquidated or unliquidated, whether secured or unsecured, whether original, renewed or extended, whether contracted by the Borrower, alone or jointly and/or severally with another or others, whether originally contracted with the Bank or acquired by the Bank by negotiation, assignment, transfer or otherwise from another or others, and whether or not represented by notes, instruments or other writings including, without limitation, the payment and/or performance of the following: (a) The Bonds, with interest, premium if any, and penalty, if any, thereon as therein provided; (b) The Borrower's obligations under the Reimbursement Agreement and the other Financing Documents; and (c) Any and all additional sums which may hereafter be advanced to the Borrower or expended by the Bank on behalf of the Borrower for any purpose whatsoever with interest thereon at an annual rate equal to the Advance Rate as set forth on the Reimbursement Agreement, whether evidenced by notes, drafts, open account or otherwise, including, without limitation, any expenditures under the Reimbursement Agreement and the Obligations and any overdrafts which the Bank may permit the Borrower to make (the making of any such advances or expenditures and the permitting of any such overdrafts are not obligatory and are in the absolute discretion of the Bank), and also the payment and performance of any and all other present and future liabilities, obligations and indebtedness of the Borrower to the Bank under the Financing Documents; (d) All costs, expenses, charges, liabilities, commissions, half-commissions and attorneys' fees now or hereafter chargeable to, or incurred by, or disbursed by, or payable to, the Bank pursuant to this Agreement, the Bonds, the Reimbursement Agreement, any other of the Obligations, any other of the Financing Documents, or any other document or instrument providing the Bank with any 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 inBonds, the collateral described in Schedule A, together with Reimbursement Agreement or any other of the proceeds thereof and all cash, additional securities Obligations or other property at any time and from time to time receivable or otherwise distributable in respect applicable law; (e) The performance of, observance of and compliance with all of the terms, covenants, conditions, stipulations and agreements contained in exchange forthis Agreement, or in substitution for the Bonds, the Reimbursement Agreement, the Financing Documents and any and all such pledged securities (all such pledged securitiesother documents and instruments which the Borrower or any third party or parties have executed and delivered, or may hereafter execute and deliver, in connection with the Bonds or to evidence or secure the Bonds, the proceeds Reimbursement Agreement or any other of the Obligations or any part thereof; and (f) Any note or other instrument given in curtailment, cashrenewal or extension of all or any part of the Bonds or any other of the Obligations (unlimited renewal, dividends, additional securities and curtailment or extension of all or any part of the Bonds or any other property now or hereafter pledged hereunder are hereinafter collectively called of the “Pledged Securities”); TO HAVE AND TO HOLD the Pledged Securities, Obligations being expressly permitted) together with all rightsinterest and charges incurred therein, titles, interests, powers, privileges and preferences pertaining whether before or incidental thereto, unto Lender, its successors and assigns; subject, however, to after maturity (all the terms, covenants and conditions foregoing being hereinafter set forth. Pledgee agrees to hold called for 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 purpose of this Agreement. Upon delivery to Lender, Agreement 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"Obligations").

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. (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 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. 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 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 (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 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. 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 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. 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 by the CBC as soon as possible after execution of each Deed of Sale, assignsAssignment and Pledge, transfersas follows: (a) by way of registration within three (3) Business Days 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 Dutch tax authorities; or (b) by way of a notarial deed incorporating such 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, unto Lenderand the CBC hereby also irrevocably authorises the Security Trustee to register each Deed of Sale, 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, 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 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 (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. (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 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 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. (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 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 security for the prompt and complete payment and performance in full of Pledgor’s obligations under the Note (the “Obligations”), Pledgor hereby pledges, hypothecates, assigns, transfers, sets over pledges and delivers unto Lender, and hereby grants to Lender a first lien second or third priority security interest into Secured Party in all of its right, title and interest, whether now existing or hereafter arising or acquired, in and to any and all items of its intellectual property, wherever located, including without limitation, the collateral described property set forth below (collectively, the “Collateral”): a. each trademark and trademark application, including, without limitation, each trademark and trademark application referred to in Schedule A1 annexed hereto, together with the proceeds any reissues, continuations or extensions thereof and all cashgoodwill associated therewith; b. each trademark license, additional securities or other property at any time and from time to time receivable or otherwise distributable in respect ofincluding, in exchange forwithout limitation, 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 Securitieseach trademark license listed on Schedule 1 annexed hereto, together with all rightsgoodwill associated therewith; c. all products and proceeds of the foregoing, titlesincluding, interestswithout limitation, powersany claim by Pledgor against third parties for past, privileges present or future infringement of any trademark, including, without limitation, any trademark referred to in Schedule 1 annexed hereto, any trademark issued pursuant to a trademark application referred to in Schedule 1 and preferences pertaining or incidental thereto, unto Lender, its successors and assignsany trademark licensed under any trademark license listed on Schedule 1 annexed hereto (items (a) through (c) being herein collectively referred to as the “Collateral”); subject, however, This security interest is granted in conjunction with the security interests granted to the terms, covenants Secured Party pursuant to that certain Security Agreement dated of even date herewith by and conditions hereinafter between Secured Party and Pledgor (the “Security Agreement”) and subject to limitations set forthforth therein. Pledgee agrees to hold Pledgor hereby acknowledges and affirms that the Pledged Securities to secure the payment rights and remedies of the Obligations Secured Party with respect to the security interest in the Collateral made and shall not encumber or otherwise dispose of such Pledged Securities except granted hereby are more fully set forth in accordance with the Security Agreement, the terms and provisions of this Agreement. Upon delivery to Lender, the Pledged Securities shall be accompanied which are incorporated by executed stock powers in blank and by such other instruments or documents reference herein 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 deliveredif fully set forth herein.

Pledge. As collateral The Notes, including the principal thereof, premium, if any, and interest thereon and any Carry-Over Amounts (and accrued interest thereon) with respect thereto, and Other Obligations shall be limited obligations of the Issuer specifically secured as provided in the Granting Clauses hereof. Financed Student Loans purchased with the proceeds of the Issuer's bonds, notes or other obligations as described in Section 4.2 hereof, or resold to a Lender pursuant to its repurchase obligation, or sold or exchanged for Eligible Loans in accordance with the provisions of Section 4.2 hereof, shall, contemporaneously with receipt by the Trustee of the purchase price thereof in freely transferable funds, including any Eligible Loans to be received in exchange therefor, no longer be pledged to nor serve as security for the principal of, premium, if any, and interest on and any Carry-Over Amounts (and accrued interest thereon) with respect to the Notes or any Other Obligations. Moneys paid out to the Issuer as provided in Section 4.3 hereof for Costs of Issuance, Servicing Fees, Administration Fees, and reimbursement for the prior payment of Note Fees, moneys released to the Issuer pursuant to Section 4.8 hereof, and performance other moneys applied as herein provided shall, upon such payment, release, or application, no longer be pledged to nor serve as security for the principal of, premium, if any, and interest on and any Carry-Over Amounts (and accrued interest thereon) with respect to the Notes or any Other Obligations. The Issuer pledges and agrees with the Beneficiaries that the Issuer will not limit or alter its powers to fulfill the terms of any agreements made in full this Indenture or in any Notes or in any way impair the rights and remedies 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, Beneficiaries until the collateral described in Schedule ANotes, together with the proceeds thereof interest thereon, including interest on any unpaid installments of interest, and all cashcosts and expenses in connection with any action or proceeding by or on behalf of the Holders and all amounts owing to Other Beneficiaries, additional are fully met and discharged. The Notes, including the principal thereof, premium, if any, and interest thereon and any Carry-Over Amounts (and accrued interest thereon) with respect thereto, and any Other Obligations shall be secured hereunder by the foregoing pledge of the Financed Student Loans, revenues, securities or and other property at any time moneys hereby made, and by a lien thereon, subject to the priorities expressly provided herein. The pledge in the Granting Clauses hereof shall constitute a prior and paramount lien and charge on such Financed Student Loans, revenues, contract rights, securities and other moneys from time to time receivable held hereunder (subject only to the valid exercise of the constitutional powers of the United States of America, valid bankruptcy, insolvency, reorganization, moratorium and other laws affecting creditors' rights, and to the provisions of this Indenture permitting the application of such Financed Student Loans, revenues, securities and other moneys for the purposes and on the terms and conditions hereof), over and ahead of any claims (whether in tort, contract or otherwise distributable in respect ofirrespective of whether the parties possessing such claims have notice of the foregoing pledges or charges), in exchange forencumbrances or obligations of any nature hereafter arising or incurred, and over and ahead of all other indebtedness payable from or in substitution secured by such revenues which may hereafter be created or incurred. The pledge of such Financed Student Loans, revenues, securities and other moneys made herein and hereby shall be valid and binding from the time of the delivery of and payment for the first series of Notes issued hereunder, and such Financed Student Loans, revenues, securities and other moneys shall thereupon be immediately subject to the lien, pledge and charge hereof upon receipt thereof by the Issuer or Trustee, without any physical delivery or segregation thereof or further act. No Beneficiary shall be required to see that the moneys derived from any Note are applied to the purpose or purposes for which the Note is issued. The validity of the Notes shall neither be dependent upon nor affected by the use and all application of the proceeds of such pledged Notes. The pledge of the Financed Student Loans, revenues, securities (all such pledged securitiesand other moneys made hereby includes the pledge of any contract or any evidence of indebtedness or other rights of the Issuer to receive any of the same, whether now existing or hereafter coming into existence, and whether now or hereafter acquired, and 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 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 Lxxxxx 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 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 Subordinate Note 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 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 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. 2.1 The Pledgor hereby agrees with the Pledgee and hereby undertakes that the Pledgor shall grant to the Pledgee the rights of pledge purported to be granted under and pursuant to this Agreement. 2.2 As collateral security for the payment and performance discharge in full full, when due (whether at stated maturity, by acceleration or otherwise), of the Secured Obligations, the Pledgor hereby pledgesgrants, hypothecatesfor the duration of the Security Period, assignsto the Pledgee a first ranking undisclosed right of pledge (stil pandrecht eerste in rang), transfersover all Accounts Receivable and, sets over and delivers unto Lenderto the extent it concerns future Accounts Receivable, and hereby grants in advance (verpandt bij voorbaat) to Lender the Pledgee a first lien security interest inranking right of pledge over such future Accounts Receivable and the Pledgee hereby accepts such rights of pledge. 2.3 Upon the occurrence of an Event of Default and upon the Issuance of a Default Notice the Pledgor shall send to the Pledgee, at the Pledgee’s first request (acting reasonably), a computer print out of the books of the Pledgor (each such computer print out referred to as a “Pledge List”) stating, inter alia, the collateral described names of the Third Parties, their contact details and the outstanding amounts of the Accounts Receivable. 2.4 The Pledgor irrevocably and unconditionally undertakes to take such action (including the execution of documents to be made up in Schedule A, together with form and substance satisfactory to the proceeds thereof Pledgee) as and all cash, additional securities or other property at any time and when the Pledgee deems necessary in its reasonable opinion from time to time receivable to create, perfect and maintain a valid and enforceable first priority right of pledge in favour of the Pledgee with respect to the Accounts Receivable, including the registration and filing of this Agreement and any Supplemental Agreement with the Belastingdienst Amsterdam Afdeling Registratie Unit no later than 10 business days after the date of this Agreement or otherwise distributable the date of such Supplemental Agreement, and the payment of any stamp, registration, notary or other taxes and fees in respect ofconnection therewith. As soon as reasonably practicable after such registration or filing, the Pledgee will be provided with a copy of this Agreement or a Supplemental Agreement, as the case may be, together with proof of registration or filing, as the case may be. 2.5 In addition to the undertakings contained in exchange forClause 2.4 above, or in substitution for the Pledgor irrevocably and unconditionally undertakes to pledge to the Pledgee on a quarterly basis any and all such pledged securities (all such pledged securitiesAccounts Receivable it will acquire after the date hereof. To the extent necessary, in the proceeds thereof, cash, dividends, additional securities and other property now or hereafter pledged hereunder are hereinafter collectively called reasonable opinion of 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, howeverPledgee, to pledge any and all Accounts Receivable acquired by the termsPledgor after the date hereof, covenants The Pledgor and conditions hereinafter set forth. the Pledgee agrees to hold shall enter into a Supplemental Agreement within 30 days after the Pledged Securities to secure the payment last day of each quarter as of the Obligations and shall not encumber or otherwise dispose of such Pledged Securities except in accordance with the terms and provisions date of this Agreement. Upon delivery . 2.6 The Pledgee hereby grants to Lenderthe Pledgor (the “Attorney-in-Fact”) a power of attorney (the “Power of Attorney”) which is revocable upon written notice, to represent the Pledged Securities shall be accompanied Pledgee and to sign and execute on behalf of and in the name of the Pledgee any Supplemental Agreement in the form furnished by executed stock powers in blank and by such other instruments or documents as Lender or its counsel may reasonably request. Each delivery on behalf of certificates for such Pledged Securities shall be accompanied by a schedule showing the number of shares Pledgee, between the Pledgor and the numbers of Pledgee, and materially in the certificates theretofore and then pledged hereunder, which schedule shall be form as attached hereto as Schedule A Annex 3. The parties agree that section 3:68 (Selbsteintritt) of the Dutch Civil Code will not apply and made to the extent necessary, the Pledgee hereby waives any rights it may have under section 3:68 of the Dutch Civil Code, which waiver the Pledgor hereby accepts. This Power of Attorney is to be construed and interpreted as a part hereoflimited power of attorney. Nothing contained in this Power of Attorney shall be construed to grant the Attorney-in-Fact the power to initiate or defend any suit, litigation or proceeding in the name of the Pledgee. 2.7 Each schedule so delivered of the Rights of Pledge is one and indivisible (één en ondeelbaar). Partial fulfilment of the Secured Obligations shall supersede any prior schedule so deliverednot extinguish the Rights of Pledge proportionally.

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. (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 of Millbrook listed in Schedule I annexed hereto next to the Grantor's name (the "Initial Pledged Stock") and any additional shares of common stock of Millbrook 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 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 Mercury 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 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 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.Schedule

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. 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 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. 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 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 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. (a) As collateral security for the payment and performance in full of the ObligationsObligations (and, Pledgor with respect to RBH only, subject to the receipt of all necessary gaming approvals from the Colorado Gaming Authorities), Shareholder hereby pledges, hypothecatesgrants and assigns to Agent, assignsfor the benefit of the Lender Group, transfersa security interest in all right, sets over title and delivers unto Lenderinterests of Shareholder in and to the Stock, whether now owned or hereafter acquired (collectively, the "Shareholder's Stock"), including without limitation the Shareholder's Stock described in Exhibit A hereto, 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, cashincluding, dividendswithout limitation, additional securities dividends 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 received 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 receivable by Shareholder in accordance connection with the terms Shareholder's Stock other than dividends and other distributions made by RGM and RBH which are expressly permitted by the Loan Agreement, if any (the Shareholder's Stock and such proceeds to be referred to herein collectively as the "Collateral"). (b) The following provisions of this AgreementSection II(b) apply solely with respect to RBH: Agent expressly acknowledges and agrees that the pledge of the Collateral to Agent (for the benefit of the Lender Group), and any restrictions on the transfer of and agreements not to encumber such Collateral set forth herein or in any other Loan Documents, will require the prior approval of the Colorado Gaming Authorities in order to become effective. Upon delivery to Lenderobtaining such approval, 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 foregoing pledge of the certificates theretofore Collateral automatically shall become effective without any further action by any Person. Notwithstanding anything to the contrary contained herein or in any other Loan Document, Agent also expressly acknowledges and then pledged hereunderagrees that the provisions of this Stock Pledge Agreement, which schedule including the exercise by Agent of its rights and remedies hereunder and of the voting and consensual rights afforded it under Section V hereof, are subject to the mandatory provisions of the Gaming Laws and shall be attached hereto as Schedule A and made a part hereof. Each schedule so delivered shall supersede require the prior approval of the Colorado Gaming Authorities, including, without limitation, any separate prior schedule so deliveredapprovals required in connection with the sale, transfer or other disposition of the Collateral.

Pledge. 3.1 As collateral security for the full, prompt and complete payment and performance when due (whether by stated maturity, by acceleration or otherwise) of all the Guarantor Obligations, Guarantor hereby pledges to Bank, and grants to Bank, a first priority security interest in full all 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 infollowing (collectively, the collateral described “Pledged Collateral”): (a) the shares of capital stock or other equity securities of the entities listed on Exhibit A attached hereto, now owned or hereafter acquired (whether in Schedule Aconnection with any recapitalization, reclassification, or reorganization of the capital of such entities or any successors in interest thereto) by Guarantor, subject to the limitation set forth in Section 2.1(c)(i) (the “Pledged Shares”), together with the all proceeds thereof and substitutions thereof, all cash, stock and other monies and property paid thereon, all rights to subscribe for securities declared or granted in connection therewith, and all other cash and noncash proceeds of the foregoing. On the date that is no later than seven (7) days from the date hereof, the certificate or certificates representing the Pledged Shares will be delivered to Bank, accompanied by an instrument of assignment duly executed in blank by Guarantor. To the extent required by the terms and conditions governing the Pledged Shares, Guarantor shall cause the books of each entity whose Pledged Shares are part of the Pledged Collateral and any transfer agent to reflect the pledge of the Pledged Shares. Upon the occurrence and during the continuation of an Event of Default, Bank may effect the transfer of any securities included in the Pledged Collateral (including but not limited to the Pledged Shares) into the name of Bank and cause new certificates representing such securities to be issued in the name of Bank or its transferee; (b) all voting trust certificates held by Guarantor evidencing the right to vote any Pledged Shares subject to any voting trust; and (c) all additional securities or other property at any time shares and voting trust certificates of the entities listed on Exhibit A from time to time acquired by Guarantor in any manner, subject to the limitation set forth in Section 2.1(c)(i) (which additional shares shall be deemed to be part of the Pledged Shares), and the certificates representing such additional shares, and all dividends, cash, instruments and other property or proceeds 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 Shares. 3.2 Guarantor agrees to pay prior to delinquency all taxes, charges, Liens and assessments, in each case imposed by any Governmental Authority, against the Pledged Collateral, except those with respect to which the amount or validity is being contested in accordance good faith by appropriate proceedings and with respect to which reserves in conformity with GAAP have been provided on the terms books of Guarantor, and provisions upon the failure of Guarantor to do so, contemporaneous with written notice thereof from Bank to Guarantor, Bank at its option may pay any of them. 3.3 In the event that during the term of this Agreement. Upon delivery to Lender, any reclassification, readjustment, or other change is declared or made in the capital structure of the issuer of the Pledged Securities Shares, all new, substituted and additional shares, options, or other securities, issued or issuable to Guarantor by reason of any such change or exercise shall be accompanied delivered to and held by executed stock powers Bank under the terms of this Agreement in blank and by such other instruments or documents the same manner as Lender or its counsel the Pledged Collateral originally pledged hereunder. 3.4 Notwithstanding anything herein to the contrary, Guarantor may reasonably request. Each delivery of certificates for exercise any rights under the Pledged Shares to vote such Pledged Securities shall be accompanied by a schedule showing the number Shares and receive dividends in respect of shares such Pledged Shares while no Event of Default has occurred 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 deliveredis continuing.

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 the timely payment and performance in full of the Guaranteed Obligations, Pledgor hereby pledges, hypothecates, assigns, transfers, sets over pledges and delivers unto Lender, and hereby grants to Lender a first lien security interest inin (a) all shares of the common stock of Entrust Mortgage, the collateral described in Schedule AInc., together with the proceeds thereof a Colorado corporation (“Entrust Mortgage”), and all cashoptions and warrants convertible into common stock of Entrust Mortgage, additional if any, beneficially owned by Pledgor as of the Effective Date and any stock certificates, notes or other 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 instruments now or hereafter pledged hereunder are hereinafter collectively called included in the Collateral (as defined below) representing or evidencing all such shares, options and warrants (the “Pledged Securities”); TO HAVE AND TO HOLD (b) all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of the Pledged Securities; (c) except as provided in Section 1.4, together all rights and privileges of Pledgor with all rights, titles, interests, powers, privileges and preferences pertaining or incidental thereto, unto Lender, its successors and assigns; subject, however, respect to the terms, covenants Pledged Securities; and conditions hereinafter set forth. Pledgee agrees to hold the Pledged Securities to secure the payment (d) all proceeds of any of the Obligations and shall not encumber or otherwise dispose of such Pledged Securities except foregoing (the items referred to in accordance with clauses (a) through (d) being collectively called the terms and provisions of this Agreement“Collateral”). Upon delivery to Lender, the Pledged Securities shall be delivered to Lender accompanied by executed stock powers duly executed in blank and by such other instruments or documents as Lender or its counsel may reasonably requestblank. Each The 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 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 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. (a) As collateral security for the payment full and prompt performance in full of the all Obligations, each Pledgor hereby pledges, hypothecates, collaterally assigns, transferspledges and grants a security interest to Bank in the Shares and to the extent stock certificate(s) exist for the applicable Shares delivers to Bank such stock certificate(s), sets over and delivers unto Lenderduly endorsed in blank or together with duly executed stock assignment(s) in favor of Bank, representing such applicable Shares (the “Collateral”), and hereby grants to Lender Bank a first lien security interest in, in the collateral described in Schedule ACollateral, 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 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, cashdividends and distributions thereon, dividendsadditions thereto and substitutions therefor, including all new or substituted or additional shares, 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 capital structure of the issuer of any of the Pledged Equity, or otherwise (collectively, the “Proceeds”), such Proceeds to be held by Bank in the same manner as the property originally pledged hereunder, except as otherwise provided in Section 2. The Collateral and other property now or hereafter pledged hereunder the Proceeds are hereinafter herein collectively called referred to as the “Pledged Securities”); TO HAVE AND TO HOLD Collateral.” Notwithstanding the foregoing, Excluded Swap Obligations with respect to any Pledgor that is a Guarantor shall not be paid with amounts received from such Pledgor or its assets, but appropriate adjustments shall be made with respect to payments from other Pledgors to preserve the allocation to Obligations otherwise set forth above in this Section. (b) Upon any Pledgor’s acquisition of any additional shares of capital stock or other securities of any issuer of Pledged SecuritiesEquity, such Pledgor shall execute and deliver a Supplement to Pledge Agreement, substantially in the form of Exhibit B, and to the extent stock certificate(s) exist for such additional Pledged Equity, deliver to Bank such stock certificates, duly endorsed in blank or together with all rightsduly executed stock assignments in favor of Bank, titles, interests, powers, privileges and preferences pertaining representing such shares or incidental thereto, unto Lender, its successors and assigns; subject, however, other securities required to maintain the terms, covenants and conditions hereinafter set forth. Pledgee agrees to hold the Pledged Securities to secure the payment pledge of the Obligations and outstanding securities of the issuing entity, which shall not encumber or otherwise dispose of such Pledged Securities except in accordance with the terms and provisions thereupon become Collateral for purposes of this Agreement. Upon delivery to Lender, . (c) All certificates or instruments representing or evidencing the Pledged Securities Collateral shall be delivered to and held by Bank pursuant hereto and shall be in suitable form for transfer by delivery, or shall be accompanied by duly executed stock powers instruments of transfer or assignment in blank blank, all in form and substance reasonably satisfactory to Bank. Bank shall have the right at any time to exchange certificates or instruments representing or evidencing Pledged Collateral for certificates or instruments of smaller or larger denominations. (d) To the extent required by the terms and conditions governing the Shares, the applicable Pledgor shall cause the books of each entity whose Shares are part of the Pledged Collateral and any transfer agent to reflect the pledge of the Shares. Upon the occurrence and during the continuance of an Event of Default, Bank may effect the transfer of any securities included in the Pledged Collateral (including but not limited to the Shares) into the name of Bank and cause new certificates representing such other instruments or documents as Lender securities to be issued in the name of Bank or its counsel transferee. Each Pledgor will execute and deliver such documents, and take or cause to be taken such actions, as Bank may reasonably request. Each delivery request to perfect or continue the perfection of certificates for such Pledged Securities shall be accompanied by a schedule showing Bank’s security interest in 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 deliveredShares.

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 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 for In order to secure the payment and performance in full when due of all the Secured Obligations, Pledgor hereby pledges, hypothecates, assigns, transfers, sets over transfers and delivers unto Lender, and hereby grants to Lender the Trustee for its benefit and the benefit of the Secured Parties, a first priority lien on, continuing security interest in and pledge of all of Pledgor's present and future right, title and interest in, to and under the collateral described following property (collectively, the "Pledged Collateral"): (a) the shares of common stock of Coaxial Communications of Central Ohio, Inc. ("Coaxial") set forth on Schedule I hereto (the "Pledged Shares") (which are and shall remain at all times until this Agreement terminates, certificated shares), including the certificates representing the Pledged Shares and any interest of Pledgor in Schedule A, together with the proceeds thereof and entries on the books of any financial intermediary pertaining to the Pledged Shares; (b) all cash, additional securities or other property at any time and shares of common stock of Coaxial from time to time acquired by Pledgor in any manner (which are and shall remain at all times until this Agreement terminates, certificated shares) which additional shares shall be deemed to be part of the Pledged Shares, includ ing the certificates representing such additional shares and any interest of Pledgor in the entries on the books of any financial intermediary pertaining to such additional shares; (c) all notes described on Schedule II hereto (the "Notes" and together with the Pledged Shares the "Pledged Securities") and all certificates or instruments evidenc ing such Notes and all proceeds thereof, all accessions thereto and substitutions therefor; (d) all dividends, cash, options, warrants, rights, instruments, distributions, returns of capital, income, profits and other property, interests or proceeds from time to time received, receivable or otherwise distributable distributed in respect of, of or in exchange forfor any or all of the Pledged Securities (collectively, "Distributions"); (e) the pledge agreement dated as of the date hereof between the Pledgor and Coaxial DSM LLC and the pledge agreement dated as of the date hereof between the Pledgor and Coaxial DJM LLC (collectively, the "Contracts"); (f) all "general intangibles", as such term is defined in the UCC, relating to the Contracts including, without limitation and whether now owned or in substitution for hereafter acquired, any and all such pledged securities rights, claims, warranties and causes of action of Pledgor against any other Person relating to the Contracts and the benefits of any and all collateral or other security given by any other Person in connection therewith (all such pledged securitiescollectively, the "Intangibles"); (g) all "proceeds" (as such term is defined in the Uniform Commercial Code as in effect in any relevant jurisdiction (the "UCC") or under other relevant law) of any of the foregoing, and in any event, including, without limitation, any and all (i) proceeds thereofof any insurance (except payments made to a Person which is not a party to this Agreement), cashindemnity, dividends, additional securities and other property now warranty or hereafter pledged hereunder are hereinafter collectively called guarantee payable to the “Pledged Securities”); TO HAVE AND TO HOLD Trustee or to Pledgor from time to time with re spect to any of the Pledged SecuritiesCollateral, together (ii) payments (in any form whatsoever) made or due and payable to Pledgor from time to time in connection with any requisition, confiscation, condemnation, seizure or forfeiture of 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 any part of the Pledged Securities Collateral by any governmental authority (or any person acting under color of a govern mental authority), (iii) instruments representing obliga tions to secure the payment pay amounts in respect of the Obligations and shall not encumber or otherwise dispose Pledged Collateral, (iv) products 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 Collateral, and (v) other amounts from time to time paid or payable under or 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 connection with 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 deliveredPledged Collateral.

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 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. (a) As collateral security for the payment and performance in full of the Obligations, Pledgor Pledgors hereby pledges, hypothecates, assigns, transfers, sets over pledge to Pledgee the Pledged Shares and delivers unto Lender, and hereby grants to Lender grant Pledgee a first priority lien and security interest intherein. Xxxxxxx, PRM, PRS Group and GIGI represent and warrant that they have previously delivered the collateral described in Schedule Aoriginal certificate(s) representing the Xxxxxxx PRM Shares, PRS Shares, GIGI Shares, Patriot RS Shares and GIC Shares, together with duly executed forms of assignment sufficient to transfer title thereto to Pledgee, to Quivira Capital, LLC (the proceeds thereof “Agent”) pursuant to the terms of that certain Stock Pledge Agreement, dated as of March 30, 2006, by and all cashbetween PRM, GIGI, PRS Group and Brooke Credit Corporation (the “2006 Agreement”). Upon execution of this Agreement, Pledgors shall deliver to Pledgee the original certificates representing the Xxxxxxx Trust PRM Shares and additional Xxxxxxx PRM Shares currently not held by the Agent, together with duly executed forms of assignment sufficient to transfer title thereto to Pledgee. (b) If, while this Agreement is in effect, Pledgors become entitled to receive or receive any securities or other property at any time and from time to time receivable or otherwise distributable in respect ofaddition to, in exchange forsubstitution of, or in substitution exchange for any of the Pledged Shares (whether as a dividend or a distribution and all whether in connection with any merger, recapitalization, reorganization, or reclassification or otherwise), Pledgors shall accept such pledged securities (all such pledged securities, the proceeds thereof, cash, dividends, additional securities and or other property now or hereafter pledged hereunder are hereinafter collectively called on behalf of, and for the “Pledged Securities”); TO HAVE AND TO HOLD the Pledged Securitiesbenefit of, 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 as additional security for the Obligations and shall not encumber promptly deliver such additional security to the Agent with respect to the securities of GIC and to Pledgee with respect to the securities of PRM, PRS Group, GIGI, or otherwise dispose Patriot RS, together with duly executed forms of assignment, and such Pledged Securities except in accordance with the terms and provisions additional security shall be deemed for all purposes to be part 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 Shares 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 ObligationsNote, Pledgor hereby pledges, hypothecates, assigns, transfers, sets over collaterally assigns and delivers unto LenderXxxxxxx, and hereby grants to Lender Xxxxxxx a first lien security interest inon, upon, and in all of the collateral described in Schedule Afollowing: (a) the securities, together with investment properties and general intangibles listed on Exhibit A attached hereto, 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 Xxxxxxx or its counsel may reasonably request, and (ii) all other property comprising part of the Pledged Collateral shall be delivered to Xxxxxxx and accompanied by proper instruments of assignment duly executed by Pledgor and by such other instruments or documents as Xxxxxxx or his counsel may reasonably request. At any time after an Event of Default, Xxxxxxx, at his option, may have any and all Pledged Securities registered in his name or that of his nominee, and Pledgor hereby covenants that, upon Xxxxxxx’x 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 LenderXxxxxxx, its his 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 (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. As collateral security Each Grantor hereby pledges and delivers to the Collateral Agent (for the payment and performance in full benefit of the Obligations, Pledgor hereby pledges, hypothecates, assigns, transfers, sets over and delivers unto Lenderall Purchasers), and hereby grants to Lender the Purchasers, 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 Purchasers, and the Purchasers 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 Purchasers 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) 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 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 collateral security for Pledgor's amended and restated promissory note ("Note") to BELL xx even date herewith, which Note evidences the payment and performance in full indebtedness of the ObligationsPledgor to BELL, Pledgor Xxedgor hereby pledges, mortgages, hypothecates, assigns, transfers, delivers, sets over and delivers confirms unto LenderBELL, xxs 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 xxether 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 xxx of the foregoing shares free of any encumbrance. Pledgor hereby agrees promptly to pledge and deposit hereunder with BELL xxx 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 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 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. As (a) Unless otherwise requested by Pledgor pursuant to the last sentence of Section 1(b), as collateral security for the full and timely payment and performance in full of the ObligationsLiquidated Damages, Pledgor hereby delivers, deposits, pledges, hypothecatestransfers and assigns to TWPG Inc., assigns, transfers, sets over and delivers unto Lenderin form transferable by delivery, and hereby grants to Lender creates for the benefit of TWPG Inc. a perfected first lien priority security interest in, the collateral described Pledged Shares with a Fair Market Value (as defined in Schedule ASection 1(d)) on the date hereof equal to the amount of the Liquidated Damages (and all certificates or other instruments or documents evidencing the Pledged Shares) and, except as set forth in Section 2(a), all proceeds thereof (together with the proceeds thereof and all cash, additional any securities or other property at to be delivered to TWPG Inc. pursuant to Section 2(b) and, upon substitution or delivery in accordance with Section 1(b), any time and from time to time receivable or otherwise distributable Substitute Collateral (as defined in respect ofSection 1(b)), 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 . Pledgor herewith delivers to TWPG Inc. appropriate undated security transfer powers duly executed in blank (or other documents deemed necessary or appropriate by TWPG Inc. to give TWPG 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”) in respect of the Pledged Securities, together with and will deliver the Control Documents for all rightsPledged Securities to be pledged hereunder from time to time. (b) During the term of this Agreement, titlesPledgor may substitute for the Pledged Securities readily marketable direct obligations of the United States, interestsany agency thereof, powersor any triple-A rated sovereign, privileges and preferences pertaining shares of Common Stock, or incidental thereto, unto Lender, its successors and assigns; subject, however, other collateral acceptable to the termsBoard of Directors of TWPG Inc. in its sole and absolute discretion (collateral other than the Pledged Shares, covenants and conditions hereinafter set forth. Pledgee agrees the "Substitute Collateral”) with a Fair Market Value on the date of substitution equal to hold or greater than the Fair Market Value on such date of the Pledged Securities to secure the payment of the Obligations and shall not encumber or otherwise dispose of such Pledged Securities except be released in accordance with the terms and provisions of this Agreementexchange therefor. Upon delivery to Lendersuch substitution, the Pledged Securities replaced by such Substitute Collateral shall be accompanied released from the pledge hereunder. If requested 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 Pledgor, Pledgor shall be accompanied by a schedule showing permitted to deliver on the number date hereof the Substitute Collateral in lieu of shares and of Common Stock. (c) If Pledgor is not prohibited from doing so by the numbers terms of the certificates theretofore and then pledged Plan, the Partners’ Equity Agreement, any other written agreement with TWPG Inc. or the Firm, or any law or regulation or Firm policy (collectively, the “Restrictions”), this Agreement shall not prohibit Pledgor from disposing of the Pledged Shares; provided, that such disposition shall be made expressly subject to all of TWPG Inc.’s rights hereunder, which schedule that the provisions of this Agreement shall (as described in Section 1(a)) apply to all proceeds of such disposition, and that such disposition shall be attached hereto as Schedule A and made permitted only if TWPG Inc. shall have determined that such disposition will not result in the loss for any period by TWPG Inc. of the perfection of its first priority security interest in such proceeds; provided, further, that the proceeds of such disposition are cash, the Substitute Collateral, Tender or Exchange Offer Consideration or a part hereofcombination 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 of. Each schedule so delivered Pledgor shall supersede give TWPG Inc. prior written notice of any prior schedule so deliveredproposed transaction under this Section 1(c). For purposes of this Agreement, “Tender or Exchange Offer Consideration” means the consideration issuable for the Pledged Shares pursuant to any tender or exchange offer in which Pledgor is not prohibited from participating by the Restrictions.

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 security Each Pledgor hereby pledges and grants to Agent, for its benefit and for the payment and performance benefit of Lenders a first priority security interest in full all of the Obligationsfollowing property of such Pledgor, Pledgor hereby pledges, hypothecates, assigns, transfers, sets over and delivers unto Lender, and hereby grants to Lender a first lien security interest inwhether now existing or hereafter arising or acquired (collectively, the collateral described in Schedule A, together with “Pledged Collateral”): (a) the proceeds thereof Pledged Securities and all documents and certificates representing or evidencing the Pledged Securities, all rights, privileges, authority and powers of Pledgor as owner or holder of the Pledged Securities (including rights arising under the bylaws, articles and similar organizational documents) and all dividends, distributions, cash, additional securities or instruments and other property at any time and or proceeds 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 Securities and all rights to receive payment of principal and interest on loans made by Pledgor to Pledged Entity and all books, records and documents pertaining to the foregoing; (b) any additional Equity Interests of a Pledged Entity from time to time acquired by Pledgor in any manner (which Equity Interests shall be deemed to be part of the Pledged Securities), and the certificates representing such pledged securities (additional Equity Interests, and all such pledged securitiesdividends, the proceeds thereofdistributions, cash, dividends, additional securities instruments and other property now or hereafter pledged hereunder are hereinafter collectively called the “Pledged Securities”); TO HAVE AND TO HOLD proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of such Equity Interests; (c) the Pledged SecuritiesIndebtedness and the promissory notes or instruments evidencing the Pledged Indebtedness, and all interest, cash, instruments and other property and assets from time to time received, receivable or otherwise distributed in respect of the Pledged Indebtedness; and (d) all additional Indebtedness arising after the date hereof and owing to Pledgor and evidenced by promissory notes or other instruments, together with such promissory notes and instruments, and all rightsinterest, titlescash, interestsinstruments and other property and assets from time to time received, powersreceivable or otherwise distributed in respect of that Indebtedness. provided, privileges and preferences pertaining or incidental thereto, unto Lender, its successors and assigns; subject, however, to that the terms, covenants and conditions hereinafter set forth. Pledgee agrees to hold the Pledged Securities to secure the payment grant of the Obligations and a security interest herein shall not encumber or otherwise dispose of such Pledged Securities except in accordance with the terms and provisions of this Agreement. Upon delivery extend 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 term “Pledged Collateral” shall not include any assets of any Pledgor that are specifically excluded from 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 delivereddefinition of “Collateral” in the LSA.

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 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 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. The Pledgor agrees as follows: a) As collateral security for the due payment and performance in full of all indebtedness and all other liabilities and obligations relating to such indebtedness, of the Pledgor to the Secured Party arising out of the Note, the Loan Agreement and all instruments, agreements and documents executed, issued and delivered pursuant thereto, including, without limitation, this Agreement, whether now existing or hereafter arising (all hereinafter referred to collectively as the "Obligations"), the Pledgor hereby pledges, assigns, hypothecates, assigns, transfers, delivers and sets over and delivers unto Lenderto the Secured Party all the Pledged Stock owned by the Pledgor, and hereby grants to Lender the Secured Party a first lien and security interest inin all the Pledged Stock. The Pledgor expressly confirms, and the Secured Party hereby acknowledges, that the Pledged Stock is subject to a prior pledge or pledges thereof by the Pledgor to Xxxxx Xxxxxxxx, as collateral described agent for the payees of the Bridge Notes, as that term is defined in Schedule Athe Loan Agreement, together and the Pledgor acknowledges that such liens and security interests have been assigned to the Secured Party and affirms such assignment. b) If the Pledgor shall become entitled to receive or shall receive any stock certificate (including, without limitation, any certificate representing a stock dividend or a distribution in connection with the proceeds thereof and all cashany reclassification, additional securities increase or other property at any time and from time to time receivable reduction of capital), option or otherwise distributable in respect ofrights, whether as an addition to, in exchange forsubstitution of, or in substitution exchange for any and all such pledged securities (all such pledged securitiesshares of the Pledged Stock, or otherwise, 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; Pledgor (subject, however, to the termsrights of any prior pledgees of the Pledged Stock) shall accept any such instruments as the Secured Party's agent, covenants shall hold them in trust for the Secured Party, and shall deliver them forthwith to the Secured Party in the exact form received, with the Pledgor's endorsement when necessary and/or appropriate stock powers duly executed in blank, to be held by the Secured Party, subject to the terms hereof, as further collateral security for the Obligations. c) In the event of the occurrence and continuation of any Event of Default defined or specified in the Note, the Secured Party or its nominee may, in addition to any other rights the Secured Party may possess in such event and without notice (subject, however, to the rights of any prior pledgees of the Pledged Stock), exercise the right to receive dividends payable thereon, the right to exchange, at its discretion, any and all of the Pledged Stock upon the merger, consolidation, reorganization, recapitalization or other readjustment of the Corporation or upon the exercise by the Corporation of any right, privilege or option pertaining to any shares of the Pledged Stock, and in connection therewith, to deposit and deliver any and all of the Pledged Stock with any committee, depository, transfer agent, registrar or other designated agency upon such terms and conditions hereinafter set forth. Pledgee agrees as it may determine, all without liability except to account for property actually received by it, but the Secured Party shall have no duty to exercise any of the aforesaid rights, privileges or options and shall not be responsible for any failure to do so or delay in so doing. d) In the event of the occurrence of any Event of Default defined or specified in the Note, all distributions with respect to any part of the Pledged Stock shall (subject, however, to the rights of any prior pledgees of the Pledged Stock) be paid to the Secured Party to be held by the Secured Party as additional security hereunder until applied to the Obligations. e) In the event of the occurrence and continuation of any Event of Default defined or specified in the Note, the Secured Party without demand of performance or other demand, advertisement or notice of any kind (except the notice specified below of time and place of public or private sale) to or upon the Pledgor or any other person (all and each of which demands, advertisements and/or notices are, to the extent permitted by law, hereby expressly waived), may(subject, however, to the rights of any prior pledgees of the Pledged Stock) forthwith collect, receive, appropriate and realize upon the Pledged Stock, or any part thereof, take title to and hold the Pledged Securities Stock, or any part thereof, and/or may forthwith, to secure the payment of the Obligations and shall not encumber extent permitted by applicable law, sell, assign, give an option or options to purchase, contract to sell or otherwise dispose of and deliver said Pledged Stock, or any part thereof, in one or more parcels at public or private sale or sales, at any exchange, broker's board or at any of the Secured Party's offices or elsewhere at such prices and on such terms (including, without limitation, a requirement, if necessary under applicable securities laws, that any purchaser of all or any part of the Pledged Securities except Stock shall be required to purchase the Pledged Stock for investment and without any intention to make a distribution thereof) as shall be commercially reasonable, for cash or on credit or for future delivery without assumption of any credit risk, with the right to the Secured Party or any purchaser upon any such sale or sales, whether public or private, to purchase the whole or any part of the Pledged Stock so sold, free of any right in the Pledgor, which right is hereby expressly waived and released. f) The proceeds of any collection, recovery, receipt, appropriation, realization or sale as aforesaid, shall (subject, however, to the rights of any prior pledgees of the Pledged Stock) be applied as follows: First, to the costs and expenses of every kind incurred in connection therewith or incidental to the care, safekeeping or otherwise of any and all of the Pledged Stock or in any way relating to the rights of the Secured Party hereunder, including reasonable attorneys' fees and legal expenses; Second, to the satisfaction of the Obligations; Third, to the payment of any other amounts required by applicable law (including, without limitation, Section 9-504(1)(c) of the Uniform Commercial Code); and Fourth, to the Pledgor to the extent of the surplus proceeds, if any. g) The Secured Party (subject, however, to the rights of any prior pledgees of the Pledged Stock) shall give not less than ten (10) days' notice of the time and place of any public or private sale and such notice shall be deemed to be reasonable notification of such matters so long as such notice is given in accordance with the terms and provisions of this Agreement. Upon delivery ss.8 hereof and, with respect to Lendera private sale, 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 includes a schedule showing the number of shares and the numbers description 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 deliveredsale terms.

Pledge. As collateral security for the payment and performance in full of the Secured Obligations, Pledgor hereby pledgesStinxxx xxxeby transfers, grants, bargains, sells, conveys, hypothecates, assigns, transferspledges, sets over over, endorses over, and delivers unto Lenderthe Company, and hereby grants to Lender the Company, a first lien security interest in, (i) any and all shares of Common Stock beneficially owned or otherwise held from time to time, directly or indirectly, by Stinxxx, xxcluding, without limitation the collateral described shares of capital stock listed in Schedule AI annexed hereto (the "Pledged Stock") and (ii) all proceeds of the Pledged Stock, together with the proceeds thereof and 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 (i) and other property now or hereafter pledged hereunder are hereinafter (ii) 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 Company, any securities now or hereafter included in the Collateral including, without limitation, the Pledged Securities Stock (collectively, the "Pledged Securities") shall be accompanied by executed undated stock powers duly executed in blank or other instruments of transfer satisfactory to the Company and by such other instruments or and documents as Lender or its counsel the Company 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.. Any and all a. noncash and cash dividends made on or in respect of the Pledged Securities, b. stock or dividends paid or payable in cash or otherwise made on or in respect of the Pledged Securities in connection with a partial or total liquidation or dissolution, and c. instruments, securities, other distributions in property, return of capital, capital surplus or paid-in surplus or other distributions made on or in respect of Pledged Securities, whether paid or payable in cash or otherwise, whether resulting from a subdivision, combination or reclassification of the outstanding capital stock of the issuer of any Pledged Securities or received in exchange for or as a distribution in respect of Pledged Securities or any part thereof, or in redemption thereof, as a result of any merger, consolidation, acquisition or other exchange of assets to which such issuer may be a party or otherwise, shall be and become part of the Collateral (and all rights and authority to receive and retain the same shall be vested with the Company and Stinxxx xxxll not have any right to retain the same), and, if received by Stinxxx, xxall not be commingled by him with any of his other funds or property but shall be held separate and apart therefrom, shall be held in

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 Each Pledgor hereby pledges to the Collateral Agent for its benefit and for the payment and performance in full ratable benefit of the Obligations, Pledgor hereby pledges, hypothecates, assigns, transfers, sets over and delivers unto LenderHolders, and hereby grants to Lender the Collateral Agent for the ratable benefit of the Holders, a continuing first lien priority security interest inin all of its right, title and interest in the following collateral described in Schedule A(the "Pledged Collateral"): (a) the Pledged Shares and the certificates representing the Pledged Shares, together with the proceeds thereof and all products and proceeds of any of the Pledged Shares, including, without limitation, all dividends, cash, additional securities or options, warrants, rights, instruments, subscriptions and other property at any time and or proceeds 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 Shares or any of the foregoing; and (b) all additional equity interests in the Issuer from time to time acquired by the Pledgors in any manner, and the certificates or other instruments representing such additional equity interests (any such additional equity interests and other items shall constitute part of the Pledged Shares under and as defined in this Agreement), and all such pledged securities (products and proceeds of any of the foregoing, including, without limitation, all such pledged securities, the proceeds thereofdividends, cash, dividendsoptions, additional securities warrants, rights, instruments, subscriptions, and other property now or hereafter pledged hereunder are hereinafter collectively called proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the “Pledged Securities”); TO HAVE AND TO HOLD foregoing. Notwithstanding anything to the contrary in this Agreement, the liability of the Pledgors (including without limitation any liability for any costs or expenses arising hereunder) shall be limited to their respective interests in the Pledged SecuritiesCollateral encumbered by this Pledge Agreement. This Agreement does not confer upon the Collateral Agent any right to proceed against the other assets of the Pledgors or against the Pledgors personally in order to collect the Obligations secured by the Pledged Collateral pledged hereby, together but only to pursue the remedies provided hereby with all rights, titles, interests, powers, privileges and preferences pertaining or incidental thereto, unto Lender, its successors and assigns; subject, however, respect 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 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 Secured Obligations, Pledgor the Grantor hereby pledgespledges (hypothecates) and, hypothecatessubject to the Intercreditor Agreement, assigns, transfers, sets over and delivers unto Lenderthe Trustee all of the Grantor's right, title and interest in and to, 2,000 class A shares in the capital of Gestion CCM (1983) Inc./CCM Holdings (1983) Inc. ("CCM") owned by the Grantor (the "Initial Pledged Stock") represented by certificate No.: 5 and hereby hypothecates any additional shares of the capital of, and hereby grants 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 forfor pursuant 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 Trustee, 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 an other instrument of transfer satisfactory to the Trustee and by such other instruments or and documents as Lender or its counsel the Trustee 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 and made a part hereof. Each schedule so delivered shall supersede any prior schedule schedules so delivered. The amount of the hypothecs granted hereby shall be Cdn $75,000,000 with interest thereon, from the date hereof at the rate of 25% per annum.

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. (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 Xxxxxx 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 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 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 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 To secure the Company's obligations to Mellon under this ------ Agreement with respect to the Letter of Credit and all Obligations under the Revolving Credit Loan Agreement, the Company hereby pledges and assigns to Mellon (for itself and as collateral security agent for the payment and performance in full of the Obligations, Pledgor hereby pledges, hypothecates, assigns, transfers, sets over and delivers unto LenderBanks), and hereby grants to Lender Mellon (for itself and as collateral agent for the Banks) a first lien security interest in, all of the collateral described in Schedule Aright, together with title and interest of the proceeds thereof and all cashCompany, additional securities now owned or other property at any time and from time to time receivable or otherwise distributable in respect ofhereafter acquired, in exchange for, or in substitution for and to any and all such pledged securities Unremarketed Tendered Bonds (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 income therefrom and preferences pertaining or incidental thereto, unto Lender, its successors and assigns; subject, however, proceeds thereof) which are purchased pursuant to the termsTrust Agreement with funds derived in whole or in part from a drawing under the Letter of Credit for which full reimbursement has not been made. Such Unremarketed Tendered Bonds shall be pledged to Mellon, covenants registered in the Company's name and conditions hereinafter set forth. Pledgee agrees delivered to hold and held by the Pledged Securities Trustee as agent for Mellon under this SECTION 3.4 or, at the option of Mellon by written ----------- notice to secure the payment of Company and 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 LenderTrustee, the Pledged Securities pledged Unremarketed Tendered Bonds specified in such notice shall be accompanied delivered to and held by executed stock powers Mellon; provided that, if the Unremarketed Tendered Bonds are held in blank and by uncertificated form pursuant to an agreement with The Depository Trust Company or a successor securities depository, then such other instruments or documents as Lender or its counsel may reasonably request. Each delivery of certificates for such Pledged Securities pledge to Mellon shall be accompanied recorded in the registration books maintained by a schedule showing the number Trustee and in the records of shares and ownership maintained by the numbers of securities depository and/or the certificates theretofore and then participant through which such Unremarketed Tendered Bonds are held. Unremarketed Tendered Bonds which are so pledged hereunder, which schedule shall be attached hereto to Mellon are herein referred to as Schedule A and made a part hereof. Each schedule so delivered shall supersede any prior schedule so delivered"Pledged Bonds." The Trust Agreement provides that the Trustee will act as agent for Mellon with respect to Pledged Bonds as provided in this Section.

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. (a) As collateral security for the full and timely payment of Liquidated Damages, the Pledgor hereby pledges to Luxco and performance creates for the benefit of Luxco a perfected first priority security interest in full the Covered Shares (as may be reduced for the payment of any taxes in accordance with Section 2.02(e) of the Obligations, Transfer Rights Agreement) in which such 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 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 certificates or other instruments or documents evidencing the Covered Shares, if any, and all securities entitlements in the Covered Shares if such pledged Pledgor holds his interest in the Covered Shares through a securities intermediary) and, except as set forth in Section 2(a), all proceeds thereof (all such pledged together with any securities, securities entitlements or property to be delivered to Luxco pursuant to Section 2(b)) and, upon substitution or delivery in accordance with Section 1(b), any Substitute Collateral (as defined in Section 1(b)) and all proceeds thereof (collectively, the proceeds thereof"PLEDGED SECURITIES"). Notwithstanding the foregoing, cashat the request of the Pledgor and upon the prior written consent of Luxco (which consent shall be granted in the sole discretion of Luxco), 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 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 pledge by such Pledgor under this Agreement shall be a second priority security interest in the Pledged Securities. The Pledgor confirms that the Covered Shares are certificated securities within the meaning of the Obligations and shall not encumber or otherwise dispose of such Pledged Securities except in accordance with UCC (as defined below). (b) During the terms and provisions term of this Agreement, the 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 Luxco 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 under this Agreement. The Pledgor agrees to deliver to Luxco such documents and to take such action deemed necessary or appropriate by executed stock powers Luxco to give Luxco a first priority perfected security interest in blank and by such other instruments or documents as Lender or its counsel may reasonably request. Each delivery of certificates for such the Substitute Collateral, provided that in cases where a security interest in the Pledged Securities has been granted to a Permitted Prior Pledgee, Luxco shall receive a second priority perfected security interest in the Substitute Collateral. (c) If the Pledgor is not prohibited from doing so by the terms of the Transfer Rights Agreement or any other written agreement with Luxco, or any law or regulation or Luxco 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 Covered Person 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 (i) in the case of Pledged Securities that are Common Shares, the average of the daily closing prices for Class A Common Shares on the principal securities exchange or C2-2 market on which such 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 Common 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 closing date of the IPO shall be accompanied by a schedule showing deemed to be the number of shares initial public offering price in the IPO; and the numbers provided further, that in connection with any enforcement of the certificates theretofore and then pledged hereundersecurity interest granted under this Agreement by Luxco in respect of the Common Shares under Section 3, 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 such Class A Common Shares are traded for the 20 consecutive business days before the date the Enforcement Notice (as defined below) was given, and made a part hereof(ii) otherwise, the fair market value thereof as determined in good faith by the board of directors of Luxco. Each schedule so delivered shall supersede Any good faith determination by the board of directors of Luxco of the Fair Market Value of any prior schedule so deliveredPledged Security will be binding on the Pledgor.

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 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 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. (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. 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.