Exhibit 10.3


 


PLEDGE AGREEMENT


 


This Pledge Agreement (this “Agreement”)
dated as of April 7, 2010 by and among each of the undersigned pledgors
(each, a “Pledgor” and, together with any other entity that becomes a pledgor
hereunder pursuant to Section 26 hereof, the “Pledgors”) and GMAC
Commercial Finance LLC, as agent for Lenders (as defined below) (in such
capacity, “Agent”).


 


BACKGROUND


 


SQUARETWO FINANCIAL CORPORATION
(“US Borrower”), PREFERRED CREDIT RESOURCES LIMITED (“Canadian Borrower”) (US
Borrower and Canadian Borrower each a “Borrower” and collectively “Borrowers”)
and certain other Loan Parties have entered or are entering into a Loan
Agreement dated as of the date hererof (as amended, modified, restated or
supplemented from time to time, the “Loan Agreement”) with the financial
institutions named therein or which hereafter become a party thereto (each a “Lender”
and collectively, “Lenders”) and Agent, pursuant to which Agent and Lenders
have agreed, subject to the terms and conditions contained therein, to provide
certain financial accommodations to Borrowers.


 


Pursuant to Section 10 of
the Loan Agreement (as amended, restated, modified or supplemented from time to
time, the “Guaranty”), the US Guarantors have guaranteed to Agent and Lenders
the payment and performance of all of the Obligations and indebtedness of
Borrowers to Agent and Lenders under the Loan Agreement


 


In order to induce Agent and
Lenders to provide or continue to provide the financial accommodations to
Borrowers described in the Loan Agreement, each Pledgor has agreed to pledge
and grant a security interest to Agent for its benefit and for the ratable
benefit of Lenders in the Collateral (as hereinafter defined).


 


NOW, THEREFORE, in consideration
of the premises and for other good and valuable consideration the receipt and
sufficiency of which is hereby acknowledged, the parties hereto agree as
follows:


 


1.             Definitions.


 


“ULC” means an Issuer
that is an unlimited company or unlimited liability company.


 


“ULC Laws” means the Companies Act (Nova Scotia) and any other
present or future Applicable Law governing ULCs.


 


“ULC Shares” means shares
or other equity interests in the capital stock of a ULC.


 


All other capitalized
terms used herein which are not defined shall have the meanings given to them
in the Loan Agreement.


 


2.             Pledge and Grant of Security Interest.  To secure the full and punctual payment and
performance of the Obligations (in the case of each Pledgor that is a US
Guarantor, the obligations and liabilities of such Pledgor under its Guaranty
of the Obligations) (the 


 

















 


“Indebtedness”), each Pledgor
hereby pledges, assigns, hypothecates, transfers and grants a security interest
to Agent for its benefit and for the ratable benefit of Lenders in all of the
following (the “Collateral”):


 


(a)           all of each Pledgor’s now owned or hereafter
acquired rights (but not obligations) in and to any shares of stock issued by
any of its Subsidiaries that is a corporation other than any Excluded
Collateral (collectively, the “Pledged Stock”) (the shares of stock pledged by
each Pledgor hereunder as of the Closing Date are set forth next to such
Pledgor’s name on Schedule A annexed hereto and expressly made a part hereof),
the certificates representing the Pledged Stock and all dividends, cash,
instruments and other property or proceeds from time to time received,
receivable or otherwise distributed in respect of or in exchange for any or all of the Pledged Stock;


 


(b)           all of each Pledgor’s now owned or hereafter
acquired rights (but not obligations) in and to any membership interests and
other equity ownership interests issued by any of its Subsidiaries that is a
limited liability company or a partnership (whether certificated or
uncertificated) other than any Excluded Collateral (collectively, the “Pledged
Membership Interests”) (the membership interest and other equity ownership
interests pledged by each Pledgor hereunder as of the Closing Date are set
forth next to such Pledgor’s name on Schedule A annexed hereto and
expressly made a part hereof) and each of such limited liability company’s
successors, including, without limitation, all rights, proceeds, distributions,
interest, dividends, options, warrants, increases, profits and income from such
limited liability company;


 


(c)           other than any Excluded Collateral, all additional
(i) shares of stock of any issuer of the Pledged Stock (and the
certificates representing such additional shares), (ii) membership
interests or other equity interests of any issuer of the Pledged Membership
Interests and the certificates evidencing such Pledged Membership Interests (to
the extent certificated), (each of the foregoing in (i) or (ii), an “Issuer”)
from time to time acquired by any Pledgor in any manner, including, without
limitation, stock dividends or a distribution 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 (which shares
and certificates shall be deemed to be part of the Collateral), and all
dividends, cash, instruments and other property or proceeds from time to time
received, receivable or otherwise distributed in respect of or in exchange for
any or all of such shares of the Pledged Stock or Pledged Membership Interests.  Schedule A shall be deemed to be
amended to include such additional Pledged Stock or Pledged Membership
Interests; and


 


(d)           other than any Excluded Collateral, all options
and rights, whether as an addition to, in substitution of or in exchange for
any shares of the Pledged Stock or the Pledged Membership Interests.


 


(e)           For purposes of this Agreement, the term “Excluded
Collateral” shall mean each of the following: (i) any stock, membership
interests or other equity interests issued by (x) Collect Air, (y) Astrum,
or (z) CA Marketing; (ii) any of the outstanding voting stock,
membership interests or other equity interests of a Foreign Subsidiary in
excess of 65% of the issued and outstanding shares of voting stock, voting
membership interests or other voting equity 


 


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interests of such Foreign
Subsidiary; (iii) any stock, membership interests or other equity
interests issued by any Person that is not a Subsidiary of Pledgor.


 


3.             Delivery of Collateral.  All certificates
representing or evidencing the (i) the Pledged Stock and (ii) certificated
Pledged Membership Interests (including Pledged Membership Interests which
become certificated after the date hereof and Pledged Stock or Pledged
Membership Interests acquired after the date hereof, which shall be delivered
in accordance with, and within the time provided by, subsection 5.3(B) of
the Loan Agreement) shall be delivered to and held by or on behalf of Agent
pursuant hereto and shall be accompanied by duly executed instruments of
transfer or assignment in blank, all in form and substance reasonably  satisfactory to Agent.  Each Pledgor hereby authorizes each Issuer
upon written demand by Agent to deliver any certificates, instruments or other
distributions issued in connection with the Collateral directly to Agent, in
each case to be held by Agent, subject to the terms hereof.  Agent shall have the right, at any time
following the occurrence and during the continuance of an Event of Default, in
its discretion and without notice to the Pledgor, to transfer to or to register
in the name of Agent or any of its nominees any or all of the Pledged Stock or
Pledged Membership Interests.  In
addition, Agent shall have the right at any time to exchange certificates or
instruments representing or evidencing any Pledged Stock or Pledged Membership
Interests for certificates or instruments of smaller or larger denominations.


 


4.             Representations and Warranties of Pledgor.  Each
Pledgor represents and warrants to Agent that:


 


(a)           Each Pledgor has the requisite power and authority
to enter into this Agreement, to pledge the Collateral for the purposes
described herein and to carry out the transactions contemplated by this
Agreement.


 


(b)           The execution, delivery and performance by each
Pledgor of this Agreement and the pledge of the Collateral hereunder have been
duly and properly authorized and do not and will not result in any violation of
any material agreement, indenture, instrument, license, judgment, decree,
order, law, statute, ordinance or other governmental rule or regulation
applicable to such Pledgor.


 


(c)           This Agreement constitutes the legal, valid and
binding obligation of each Pledgor enforceable against such Pledgor in
accordance with its terms.


 


(d)           As of the date hereof, each Pledgor is the direct
and beneficial owner of each share of the Pledged Stock and Pledged Membership
Interests set forth under such Pledgor’s name on Schedule A annexed
hereto.


 


(e)           All of the Pledged Stock and Pledged Membership
Interests have been duly authorized, validly issued and is fully paid and
nonassessable (as applicable).


 


(f)            This Agreement creates and grants a valid first
lien on and perfected security interest in the Collateral and the proceeds
thereof, subject to no prior security interest, mortgage, pledge, claim, lien,
charge, hypothecation, assignment, offset or encumbrance whatsoever
(collectively, “Liens”), other than Permitted Encumbrances, or to any
agreement purporting to grant to any third party a Lien upon the property or assets
of any Pledgor which 


 


3

















 


would include the Collateral,
other than the Liens granted to U.S. Bank National Association (or other
permitted successor thereof), for its benefit and the benefit of the holders of
the Second Lien Debt (to the extent permitted by the Intercreditor Agreement).


 


(g)           Except to the extent disclosed to the Agent in
writing, there are no restrictions on transfer of the Pledged Stock or Pledged
Membership Interests contained in the Certificate of Incorporation or by-laws
(or Certificate of Formation, limited liability company agreement or other
organizational documents, as the case may be) of any Issuer or otherwise which
have not otherwise been enforceably and legally waived by the necessary
parties.


 


(h)           None of the Collateral  has been issued or transferred in violation
of the securities registration, securities disclosure or similar laws of any
jurisdiction to which such issuance or transfer may be subject.


 


(i)            [intentionally omitted].


 


(j)            No consent, approval, authorization or other order
of any Person and no consent, authorization, approval or other action by, and
no notice to or filing with, any governmental authority or regulatory body is
required by any Pledgor either (i) for the pledge of the Collateral
pursuant to this Agreement or for the execution, delivery or performance of
this Agreement or (ii) for the exercise by the Agent of the voting or
other rights provided for in this Agreement or the remedies in respect of the Collateral
pursuant to this Agreement, except as may be required in connection with such
disposition by laws affecting the offering and sale of securities generally.


 


(k)           No notification of the pledge evidenced hereby to
any Person is required.


 


(l)            As of the date hereof, the Pledged Stock and the
Pledged Membership Interests constitute the indicated percentage of the issued
and outstanding shares of capital stock and limited liability company interests
of the Issuers thereof set forth on Schedule A annexed hereto.


 


(m)          As of the date hereof, there are no existing
options, warrants, calls or commitments of any such character whatsoever
relating to any Collateral and no indebtedness or other security convertible
into any Collateral.


 


(n)           As of the date hereof any proxy or proxies
heretofore given by such Pledgor to any Person or Persons relating to the
Pledged Stock or the Pledged Membership Interests have been revoked.


 


(o)           As of the date hereof, each Issuer that is a
limited liability company has provided in its limited liability company
certificates, certificate of formation, Operating Agreement or other governing
documents that its equity interests are securities governed by Article 8
of the UCC.


 


The representations and
warranties set forth in this Section 4 shall survive the execution and
delivery of this Agreement.


 


4

















 


5.             Covenants.  Until such time
as all of the Indebtedness has been Paid in Full, each Pledgor shall:


 


(a)           Not sell, assign, transfer, convey, or otherwise
dispose of its rights in or to the Collateral or any interest therein; nor
create, incur or permit to exist any Lien whatsoever with respect to any of the
Collateral or the proceeds thereof other than that created hereby, in each case
unless permitted by the Loan Agreement.


 


(b)           At Pledgor’s expense, defend Agent’s right, title
and security interest in and to the Collateral against the claims of any Person
and keep the Collateral free from all Liens other than Permitted Encumbrances.


 


(c)           At any time, and from time to time, upon the
written request of Agent, execute and deliver such further documents and do
such further acts and things as Agent may reasonably request in order to effect
the purposes of this Agreement including, but without limitation, delivering to
Agent upon the occurrence and during the continuance of an Event of Default
proxies in respect of the Collateral in form satisfactory to Agent.  Such proxies shall be coupled with an
interest and shall be irrevocable so long as a Default or Event of Default
shall be in existence.  Until receipt
thereof, so long as a Default or Event of Default shall be in existence, this
Agreement shall constitute each Pledgor’s proxy to Agent or its nominee to vote
all shares of Collateral then registered in such Pledgor’s name.  Each Pledgor hereby revokes any proxy or
proxies heretofore given by such Pledgor to any Person or Persons whatsoever
and agrees not to give any other proxies in derogation hereof until the
Obligations have been Paid in Full.


 


(d)           Within two (2) Business Days of receipt
thereof by any Pledgor, deliver to Agent all notices and statements relating to
the Collateral received by such Pledgor, to the extent that anything contained
in such notices and statements could reasonably be expected to have a Material
Adverse Effect or could adversely impact on the rights of Agent with respect to
the Collateral.


 


(e)           Unless permitted by the Loan Agreement, not
consent to or approve the issuance of (i) any additional shares of any
class of capital stock or limited liability company interests of any Issuer; (ii) any
securities convertible either voluntarily by the holder thereof or
automatically upon the occurrence or nonoccurrence of any event or condition
into, or any securities exchangeable for, any such shares; or (iii) any
warrants, options, contracts or other commitments entitling any person to
purchase or otherwise acquire any such shares.


 


6.             Voting Rights and Dividends.  In
addition to Agent’s rights and remedies set forth in Section 8 hereof, in
case an Event of Default shall have occurred and be continuing, Agent shall (i) be
entitled to vote the Collateral, (ii) be entitled to give consents,
waivers and ratifications in respect of the Collateral (each Pledgor hereby
irrevocably constituting and appointing Agent, with full power of substitution,
the proxy and attorney-in-fact of such Pledgor for such purposes) and (iii) be
entitled to collect and receive for its own use cash dividends paid on the
Collateral.  No Pledgor shall be
permitted to exercise or refrain from exercising any voting rights or other
powers if such action would reasonably be expected to have a Material Adverse
Effect.  In addition to Agent’s rights
and remedies set forth in Section 8 hereof, in case an Event of Default shall
have occurred and be continuing, all dividends and all other 


 


5

















 


distributions in respect of any
of the Collateral, whenever paid or made, shall be delivered to Agent to hold
as Collateral and shall, if received by any Pledgor, be received in trust for
the benefit of Agent, be segregated from the other property or funds of such
Pledgor, and be forthwith delivered to Agent as Collateral in the same form as
so received (with any necessary endorsement).


 


7.             Events of Default.  The term “Event
of Default” wherever used herein shall mean the occurrence of any Event of
Default under the Loan Agreement.


 


8.             Remedies.  Upon the
occurrence and during the continuance of an Event of Default, Agent may:


 


(a)           Demand, collect, receipt for, settle, compromise,
adjust, sue for, foreclose or realize upon the Collateral (or any part
thereof), as Agent may determine in its sole discretion;


 


(b)           Transfer any or all of the Collateral into its
name, or into the name of its nominee or nominees;


 


(c)           Exercise all rights with respect to the Collateral
including, without limitation, all rights of conversion, exchange, subscription
or any other rights, privileges or options pertaining to any shares of the
Collateral as if it were the absolute owner thereof, including, but without
limitation, the right to exchange, at its discretion, any or all of the
Collateral upon the merger, consolidation, reorganization, recapitalization or
other readjustment of the Issuer thereof, or upon the exercise by any Issuer of
any right, privilege or option pertaining to any of the Collateral, and, in
connection therewith, to deposit and deliver any and all of the Collateral with
any committee, depository, transfer agent, registrar or other designated agent
upon such terms and conditions as it may determine, all without liability
except to account for property actually received by it; and


 


(d)           Subject to the requirements of applicable law,
sell, assign and deliver the whole or, from time to time, any part of the
Collateral at the time held by Agent, at any private or public sale or auction,
with or without demand, advertisement or notice of the time or place of sale or
adjournment thereof or otherwise (all of which are hereby waived, except such
notice as is required by applicable law and cannot be waived), for cash or
credit or for other property for immediate or future delivery, and for such
price or prices and on such terms as Agent in its sole discretion may
determine, or as may be required by applicable law.


 


Each Pledgor hereby waives and
releases any and all right or equity of redemption, whether before or after
sale hereunder.  At any such sale, unless
prohibited by applicable law, Agent may bid for and purchase the whole or any
part of the Collateral so sold free from any such right or equity of
redemption.  All moneys received by Agent
hereunder whether upon sale of the Collateral or any part thereof or otherwise
shall be held by Agent and applied by it as provided in Section 11
hereof.  No failure or delay on the part
of Agent in exercising any rights hereunder shall operate as a waiver of any
such rights nor shall any single or partial exercise of any such rights
preclude any other or future exercise thereof or the exercise of any other
rights hereunder.  Agent shall have no
duty as to the collection or protection of the Collateral or any income thereon
nor any duty as to preservation of any rights pertaining thereto, 


 


6

















 


except to apply the funds in accordance
with the requirements of Section 11 hereof.  Agent may exercise its rights with respect to
property held hereunder without resort to other security for or sources of
reimbursement for the Indebtedness.  In
addition to the foregoing, Agent shall have all of the rights, remedies and
privileges of a secured party under applicable law and the Uniform Commercial
Code of New York regardless of the jurisdiction in which enforcement hereof is
sought.


 


9.             Registration.  If Agent shall
exercise its right to sell all or any part of the Collateral following the
occurrence and during the continuance of an Event of Default, and if, in the
opinion of counsel for Agent, it is necessary to have the Collateral being sold
registered under the provisions of the Securities Act of 1933, as amended (the “Securities
Act”), each Pledgor will use its best efforts to cause the applicable Issuer to
execute and deliver, and to cause the directors and officers of such Issuer to
execute and deliver, all at such Pledgor’s expense, all such instruments and
documents and to do or cause to be done all such other acts and things as may
be necessary to register the Collateral being sold under the provisions of the
Securities Act.  Such Pledgor shall cause
any such registration statement to become effective and to remain effective for
a period of one year from the date of the first public offering of the
Collateral being sold and to make all amendments thereto and to related
documents which, in the opinion of Agent or its counsel, are necessary or
advisable, all in conformity with the requirements of the Securities Act and
the rules and regulations of the Securities and Exchange Commission
applicable thereto.  Such Pledgor shall
also cause the applicable Issuer to comply with the provisions of the “Blue Sky”
law of any jurisdiction which Agent shall designate in connection with any sale
hereunder; and to cause such Issuer to make available to its security holders,
as soon as practicable, an earnings statement (which need not be audited) covering
a period of at least twelve months but not more than eighteen months, beginning
with the first month after the effective date of any such registration
statement, which earnings statement will satisfy the provisions of Section 11(a) of
the Securities Act.  Each Pledgor
acknowledges that a breach of any of the covenants contained in this Section may
cause irreparable injury to Agent, that Agent will have no adequate remedy at
law with respect to such breach and, as a consequence, such covenants of such
Pledgor shall be specifically enforceable against such Pledgor.


 


10.          Private Sale.  Notwithstanding
anything contained in Section 9, each Pledgor recognizes that Agent may be
unable to effect (or to do so only after delay which would adversely affect the
value that might be realized from the Collateral) a public sale of all or part
of the Collateral by reason of certain prohibitions contained in the Securities
Act, and may be compelled to resort to one or more private sales to a
restricted group of purchasers who will be obliged to agree, among other
things, to acquire such Collateral for their own account, for investment and
not with a view to the distribution or resale thereof.  Each Pledgor agrees that any such private
sale may be at prices and on terms less favorable to the seller than if sold at
public sales and that such private sales shall be deemed to have been made in a
commercially reasonable manner.  Each
Pledgor agrees that Agent has no obligation to delay sale of any Collateral for
the period of time necessary to permit any Issuer to register the Collateral
for public sale under the Securities Act.


 


11.          Proceeds of Sale.  The proceeds of
any collection, recovery, receipt, appropriation, realization, disposition or
sale of the Collateral shall be applied by Agent as follows:


 


7

















 


(a)           First, to the payment of all costs, expenses and
charges of Agent and to the reimbursement of Agent for the prior payment of
such costs, expenses and charges incurred in connection with the care and
safekeeping of any of the Collateral (including, without limitation, the
expenses of any sale or other proceeding, the expenses of any taking, attorneys’
fees and expenses, court costs, any other fees or expenses incurred or expenditures
or advances made by Agent and Lenders in the protection, enforcement or
exercise of its rights, powers or remedies hereunder) with interest on any such
reimbursement at the rate prescribed in the Loan Agreement as the Default Rate.


 


(b)           Second, to the payment of the Indebtedness, in
whole or in part, in accordance with the requirements of the Loan Agreement.


 


(c)           Third, to such Persons as required by applicable
law including, without limitation, Section 9-615(a)(3) of the Uniform
Commercial Code.


 


(d)           Fourth, to the extent of any surplus thereafter
remaining, to the applicable Pledgor or as a court of competent jurisdiction
may direct.


 


In the event that the proceeds
of any collection, recovery, receipt, appropriation, realization or sale are
insufficient to satisfy the Indebtedness, each Pledgor shall be liable for the
deficiency together with interest thereon at the rate prescribed in the Loan
Agreement as the Default Rate plus the costs and fees of any attorneys employed
by Agent and/or Lenders to collect such deficiency.


 


Agent, in its sole and absolute
discretion, with or without notice to Pledgors, may deposit any proceeds of any
collection, recovery, receipt, appropriation, realization, disposition or sale
of the Collateral in a non-interest bearing cash collateral deposit account to
be maintained as security for the Indebtedness.


 


12.          Waiver of Marshaling.  Each
Pledgor hereby waives any right to compel any marshaling of any of the
Collateral.


 


13.          Agent Appointed Attorney-In-Fact and Performance
by Agent.  Upon the occurrence of an Event of Default
which is continuing, each Pledgor hereby irrevocably constitutes and appoints
Agent as such Pledgor’s true and lawful attorney-in-fact, with full power of
substitution, to execute, acknowledge and deliver any instruments and to do in
such Pledgor’s name, place and stead, all such acts, things and deeds for and
on behalf of and in the name of such Pledgor, which such Pledgor could or might
do or which Agent may deem necessary, desirable or convenient to accomplish the
purposes of this Agreement, including, without limitation, to execute such
instruments of assignment or transfer or orders and to register, convey or
otherwise transfer title to the Collateral into Agent’s name.  Each Pledgor hereby ratifies and confirms all
that said attorney-in-fact may so do and hereby declares this power of attorney
to be coupled with an interest and irrevocable. 
If any Pledgor fails to perform any agreement herein contained, Agent
may itself perform or cause performance thereof, and any costs and expenses of
Agent incurred in connection therewith shall be paid by Pledgors as provided in
Section 24 hereof.


 


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14.          Termination.  This Agreement
shall terminate and Agent shall return to each Pledgor, at such Pledgor’s
expense, such of the Collateral as has not theretofore been sold, disposed of
or otherwise applied pursuant to this Agreement upon Payment in Full of the
Indebtedness.  In addition, Agent shall
promptly return to the applicable Pledgor any Collateral in accordance with the
provisions set forth in subsection 9.1(H)(1) and (2) of the Loan
Agreement.


 


15.          Concerning Agent.  The recitals of
fact herein shall be taken as statements of Pledgors for which Agent assumes no
responsibility.  Agent makes no
representation to anyone as to the value of the Collateral or any part thereof
or as to the validity or adequacy of the security afforded or intended to be
afforded thereby or as to the validity of this Agreement.  Agent shall be protected in relying upon any
notice, consent, request or other paper or document believed by it to be
genuine and correct and to have been signed by a proper person.  The permissive rights of Agent hereunder shall
not be construed as duties of Agent. 
Agent shall be under no obligation to take any action toward the
enforcement of this Agreement or rights or remedies in respect of any of the
Collateral.  Agent shall not be personally
liable for any action taken or omitted by it in good faith and reasonably
believed by it to be within the power or discretion conferred upon it by this
Agreement.


 


16.          Notices.  Any notice or
other communication required or permitted pursuant to this Agreement shall be
deemed given (a) if delivered in person, when delivered, (b) if
delivered by fax, telecopy or electronic mail, on the date of transmission if
transmitted on a Business Day before 4:00 p.m. New York City time or, if
note, on the next succeeding Business Day; (c) if delivered by overnight
courier, two (2) days after delivery to such courier properly addressed;
or (d) if by U.S. Mail, four (4) Business Days after depositing in
the United States mail, with postage prepaid and properly addressed:


 


	
  If to Agent:

  	
   

  	
  GMAC Commercial Finance LLC

  
	
   

  	
   

  	
  1290 Avenue of the Americas, 3rd Floor

  
	
   

  	
   

  	
  New York, New York 10104

  
	
   

  	
   

  	
  Attention:

  	
  SDF Portfolio Manager

  
	
   

  	
   

  	
  Facsimile:

  	
  212-884-7692

  
	
   

  	
   

  	
   

  
	
  with a copy to:

  	
   

  	
  GMAC Commercial Finance LLC

  
	
   

  	
   

  	
  1290 Avenue of the Americas, 3rd Floor

  
	
   

  	
   

  	
  New York, New York 10104

  
	
   

  	
   

  	
  Attention:

  	
  Legal Services/SFD

  
	
   

  	
   

  	
  Facsimile:

  	
  212-884-7693

  
	
   

  	
   

  	
   

  
	
  and:

  	
   

  	
  Hahn & Hessen LLP

  
	
   

  	
   

  	
  488 Madison Avenue

  
	
   

  	
   

  	
  New York, NY 10022

  
	
   

  	
   

  	
  Attention:

  	
  Leonard Lee Podair

  
	
   

  	
   

  	
  Telephone:

  	
  212-478-7270

  
	
   

  	
   

  	
  Facsimile:

  	
  212-478-7400

  



 


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  If to any Pledgor:

  	
   

  	
  SquareTwo Financial
  Corporation

  
	
   

  	
   

  	
  4340 S. Monica, Second Floor

  
	
   

  	
   

  	
  Denver, Colorado 80237

  
	
   

  	
   

  	
  Attention:

  	
  L. Heath Sampson and Thomas
  Good

  
	
   

  	
   

  	
  Facsimile:

  	
  303-713-2509

  
	
   

  	
   

  	
   

  
	
  with a copy to:

  	
   

  	
  KRG Capital Partners, L.L.C.

  
	
   

  	
   

  	
  1515 Arapahoe Street, Tower One,
  Suite 1500

  
	
   

  	
   

  	
  Denver, Colorado 80202

  
	
   

  	
   

  	
  Attention:

  	
  Mark King and Chris Bock

  
	
   

  	
   

  	
  Facsimile:

  	
  303-390-5015

  
	
   

  	
   

  	
   

  
	
  with a copy to:

  	
   

  	
  Hogan & Hartson LLP

  
	
   

  	
   

  	
  1200 17th Street

  
	
   

  	
   

  	
  Denver, Colorado 80202-5840

  
	
   

  	
   

  	
  Attention:

  	
  George Hagerty

  
	
   

  	
   

  	
  Facsimile:

  	
  303-899-7333

  



 


17.          Governing Law.  This Agreement
and all rights and obligations hereunder shall be governed by and construed and
enforced in all respects in accordance with the laws of the State of New York
applied to contracts to be performed wholly within the State of New York.


 


18.          Waivers.  EACH PARTY
HERETO HEREBY EXPRESSLY WAIVES ANY RIGHT TO TRIAL BY JURY OF ANY CLAIM, DEMAND,
ACTION OR CAUSE OF ACTION (A) ARISING UNDER THIS AGREEMENT OR ANY OTHER
INSTRUMENT, DOCUMENT OR AGREEMENT EXECUTED OR DELIVERED IN CONNECTION HEREWITH,
OR (B) IN ANY WAY CONNECTED WITH OR RELATED OR INCIDENTAL TO THE DEALINGS
OF THE PARTIES HERETO OR ANY OTHER AGREEMENT EXECUTED OR DELIVERED BY THEM IN
CONNECTION HEREWITH, OR THE TRANSACTIONS RELATED HERETO OR THERETO, IN
EACH CASE WHETHER NOW EXISTING OR HEREAFTER ARISING, AND WHETHER SOUNDING IN
CONTRACT OR TORT OR OTHERWISE AND EACH PARTY HERETO HEREBY AGREES AND CONSENTS
THAT ANY CLAIM, DEMAND, ACTION OR CAUSE OF ACTION SHALL BE DECIDED BY COURT
TRIAL WITHOUT A JURY, AND THAT ANY PARTY MAY FILE AN ORIGINAL COUNTERPART OR
A COPY OF THIS SECTION WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT
OF EACH PARTY TO THE WAIVER OF ITS RIGHT TO TRIAL BY JURY.


 


19.          Litigation.  EACH PLEDGOR
EXPRESSLY CONSENTS TO THE JURISDICTION AND VENUE OF EACH COURT OF COMPETENT
JURISDICTION LOCATED IN THE STATE OF NEW YORK FOR ALL PURPOSES IN CONNECTION
WITH THIS AGREEMENT.  ANY JUDICIAL
PROCEEDING BY ANY PLEDGOR AGAINST AGENT INVOLVING, DIRECTLY OR INDIRECTLY ANY
MATTER OR CLAIM IN ANY WAY ARISING OUT OF, RELATED TO OR CONNECTED WITH THIS
AGREEMENT SHALL BE BROUGHT ONLY IN A STATE COURT LOCATED IN THE 


 


10

















 


COUNTY OF NEW YORK, STATE OF NEW
YORK.  EACH PLEDGOR FURTHER CONSENTS THAT
ANY SUMMONS, SUBPOENA OR OTHER PROCESS OR PAPERS (INCLUDING, WITHOUT
LIMITATION, ANY NOTICE OR MOTION OR OTHER APPLICATION TO EITHER OF THE
AFOREMENTIONED COURTS OR A JUDGE THEREOF) OR ANY NOTICE IN CONNECTION WITH ANY
PROCEEDINGS HEREUNDER, MAY BE SERVED INSIDE OR OUTSIDE OF THE STATE OF NEW
YORK OR THE SOUTHERN DISTRICT OF NEW YORK BY REGISTERED OR CERTIFIED MAIL,
RETURN RECEIPT REQUESTED, OR BY PERSONAL SERVICE PROVIDED A REASONABLE TIME FOR
APPEARANCE IS PERMITTED, OR IN SUCH OTHER MANNER AS MAY BE PERMISSIBLE
UNDER THE RULES OF SAID COURTS.  EACH
PLEDGOR WAIVES ANY OBJECTION TO JURISDICTION AND VENUE OF ANY ACTION INSTITUTED
HEREON AND SHALL NOT ASSERT ANY DEFENSE BASED ON LACK OF JURISDICTION OR VENUE
OR BASED UPON FORUM NON CONVENIENS.


 


20.          No Waiver; Cumulative Remedies.  Any and
all of Agent’s and Lenders’ rights with respect to the Liens granted under this
Agreement shall continue unimpaired, and each Pledgor shall be and remain
obligated in accordance with the terms hereof, notwithstanding (a) the
bankruptcy, insolvency or reorganization of any Pledgor, (b) the release
or substitution of any item of the Collateral at any time, or of any rights or
interests therein, or (c) any delay, extension of time, renewal,
compromise or other indulgence granted by Agent and Lenders in reference to any
of the Indebtedness.  Each Pledgor hereby
waives all notice of any such delay, extension, release, substitution, renewal,
compromise or other indulgence, and hereby consents to be bound hereby as fully
and effectively as if such Pledgor had expressly agreed thereto in
advance.  No failure on the part of Agent
or Lenders to exercise, and no delay in exercising, any right, power or remedy
hereunder shall operate as a waiver thereof nor shall any single or partial exercise
of any such right, power or remedy by Agent and Lenders preclude any other or
further exercise thereof or the exercise of any right, power or remedy.  All remedies hereunder are cumulative and are
not exclusive of any other remedies provided by law.


 


21.          Severability.  In case any
security interest or other right of Agent and/or any Lender shall be held to be
invalid, illegal or unenforceable, such invalidity, illegality or
unenforceability shall not affect any other security interest or other right,
privilege or power granted under this Agreement.  In the event that any provision of this
Agreement or the application thereof to Pledgors or any circumstance in any
jurisdiction governing this Agreement shall, to any extent, be invalid or
unenforceable under any applicable statute, regulation, or rule of law,
such provision shall be deemed inoperative to the extent that it may conflict
therewith and shall be deemed modified to conform to such statute, regulation
or rule of law, and the remainder of this Agreement and the application of
any such invalid or unenforceable provision to parties, jurisdictions, or
circumstances other than to whom or to which it is held invalid or
unenforceable shall not be affected thereby, nor shall same affect the validity
or enforceability of any other provision of this Agreement.


 


22.          Counterparts; Facsimiles.  This
Agreement and any amendments, waivers, consents, or supplements may be executed
via telecopier or facsimile or other electronic method of transmission in any
number of counterparts and by different parties hereto in separate
counterparts, each of which when so executed and delivered shall be deemed an
original, but all of which counterparts together shall constitute one and the
same instrument.


 


11














 


23.           Miscellaneous.


 


(a)           This Agreement constitutes the entire and final
agreement among the parties with respect to the subject matter hereof and
neither this Agreement nor any term hereof may be changed, discharged or
terminated orally, but only by an instrument in writing, signed by Agent (with
the consent of the Requisite Lenders) and each Pledgor.  No waiver of any term or condition of this
Agreement, whether by delay, omission or otherwise, shall be effective unless
in writing and signed by the party sought to be charged, and then such waiver
shall be effective only in the specific instance and for the purpose for which
given.


 


(b)           This Agreement shall be binding upon each Pledgor,
and each Pledgor’s successors and assigns, and shall inure to the benefit of
Agent, Lenders and their successors and assigns.  The term “Agent”, as used herein, shall
include any successor or assign of Agent at the time entitled to the pledged
interest in the Collateral.


 


(c)           The headings and captions in this Agreement are for
purposes of reference only and shall not constitute part of this Agreement for
any other purpose.


 


24.           Expenses.  The Collateral
shall also secure, and each Pledgor shall pay to Agent on demand, from time to
time, all costs and expenses, (including but not limited to, attorneys’ fees
and costs, taxes, and all transfer, recording, filing and other charges) of, or
incidental to, the custody, care, transfer, administration of the Collateral or
any other collateral, or in any way relating to the enforcement, protection or
preservation of the rights or remedies of Agent and Lenders under this
Agreement or with respect to any of the Indebtedness.


 


25.           Recapture.  Anything in
this Agreement to the contrary notwithstanding, if Agent and/or Lenders
receives any payment or payments on account of the Indebtedness, which payment
or payments or any part thereof are subsequently invalidated, declared to be
fraudulent or preferential, set aside and/or required to be repaid to a
trustee, receiver, or any other party under the United States Bankruptcy Code,
as amended, or any other federal or state bankruptcy, reorganization,
moratorium or insolvency law relating to or affecting the enforcement of
creditors’ rights generally, common law or equitable doctrine, then to the extent
of any sum not finally retained by Agent and/or Lenders, each Pledgor’s
obligations to Agent and Lenders shall be reinstated and this Agreement shall
remain in full force and effect (or be reinstated) until payment shall have
been made to Agent, which payment shall be due on demand.


 


26.           Additional Pledgors.  Pursuant to the
Loan Agreement, each Subsidiary of Holdings that was not in existence or not a
Subsidiary of Holdings on the date of the Loan Agreement is or may be required
(if and to the extent set forth in the Loan Agreement) to enter in this
Agreement as a Pledgor upon becoming a Subsidiary of Holdings if such
Subsidiary owns or possesses property of a type that would be considered
Collateral hereunder.  Upon execution and
delivery by the Agent and such Subsidiary of a supplement to this Agreement in
the form of Exhibit I attached hereto, such Subsidiary shall become a
Pledgor hereunder with the same force and effect as if originally named as a
Pledgor herein.  The execution and
delivery of such supplement shall not require the consent of any Pledgor
hereunder.  The rights and obligations of
each Pledgor hereunder shall remain in full force and effect notwithstanding
the addition of any new Pledgor as a party to this Agreement.


 


12

















 


27.           ULC Shares.  Each Pledgor
acknowledges that certain of the Collateral of such Pledgor may now or in the
future consist of ULC Shares, and that it is the intention of the Agent and
each Pledgor that neither the Agent nor any other Lender should under any
circumstances prior to realization thereon be held to be a “member” or a “shareholder”,
as applicable, of a ULC for the purposes of any ULC Laws.  Therefore, notwithstanding any provisions to
the contrary contained in this Agreement, the Loan Agreement or any other Loan
Document, where a Pledgor is the registered owner of ULC Shares which are
Collateral of such Pledgor, such Pledgor will remain the sole registered owner
of such ULC Shares until such time as such ULC Shares are effectively
transferred into the name of the Agent, any other Lender, or any other Person
on the books and records of the applicable ULC. Accordingly, each Pledgor shall
be entitled to receive and retain for its own account any dividend on or other
distribution, if any, in respect of such ULC Shares (except for any dividend or
distribution comprised of certificates evidencing the Pledged Stock or Pledged
Membership Interests held by such Pledgor, which shall be delivered to the
Agent to hold hereunder) and shall have the right to vote such ULC Shares and
to control the direction, management and policies of the applicable ULC to the
same extent as such Pledgor would if such ULC Shares were not pledged to the
Agent pursuant hereto.  Nothing in this Agreement,
the Loan Agreement or any other Loan Document is intended to, and nothing in
this Agreement, the Loan Agreement or any other Loan Document shall, constitute
the Agent, any other Lender, or any other Person other than the applicable
Pledgor, a member or shareholder of a ULC for the purposes of any ULC Laws
(whether listed or unlisted, registered or beneficial), until such time as
notice is given to such Pledgor and further steps are taken pursuant hereto or
thereto so as to register the Agent, any other Lender, or such other Person, as
specified in such notice, as the holder of the ULC Shares.  Upon any enforcement action under this
Agreement with respect to the Collateral constituting ULC Shares, resolutions of
the board of directors of the ULC approving the transfer of its ULC Shares
shall be required.  To the extent any
provision hereof would have the effect of constituting the Agent or any other
Lender as a member or a shareholder, as applicable, of any ULC prior to such
time, such provision shall be severed herefrom and shall be ineffective with
respect to ULC Shares which are Collateral of any Pledgor without otherwise
invalidating or rendering unenforceable this Agreement or invalidating or
rendering unenforceable such provision insofar as it relates to Collateral of
any Pledgor which is not ULC Shares. Except upon the exercise of rights of the
Agent to sell, transfer or otherwise dispose of ULC Shares in accordance with
this Agreement, each Pledgor shall not cause or permit, or enable an Issuer
that is a ULC to cause or permit, the Agent or any other Lender to: (a) be
registered as a shareholder or member of such Issuer; (b) have any
notation entered in their favor in the share register of such Issuer; (c) be
held out as shareholders or members of such Issuer; (d) receive, directly
or indirectly, any dividends, property or other distributions from such Issuer
by reason of the Agent holding the security interests over the ULC Shares; or (e) act
as a shareholder of such Issuer, or exercise any rights of a shareholder
including the right to attend a meeting of shareholders of such Issuer or to
vote its ULC Shares.  The foregoing
limitations shall not restrict the Agent from exercising the rights which it is
entitled to exercise under this Agreement in respect of any Collateral
constituting ULC Shares at any time that the Agent shall be entitled to realize
on all or any portion of the Collateral pursuant to this Agreement.


 


[Signature Page Follows This Page]


 


13

















 


IN WITNESS WHEREOF, the parties
have duly executed this Agreement as of the day and year first written above.


 


 


	
   

  	
  CA
  HOLDING, INC., as a Pledgor

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Paul A. Larkins

  
	
   

  	
   

  	
  Name:
  Paul A. Larkins

  
	
   

  	
   

  	
  Title:
  President and Chief Executive Officer

  
	
   

  	
   

  	
   

  
	
   

  	
  SQUARETWO
  FINANCIAL CORPORATION, as a Pledgor

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Paul A. Larkins

  
	
   

  	
   

  	
  Name:
  Paul A. Larkins

  
	
   

  	
   

  	
  Title:
  President and Chief Executive Officer

  
	
   

  	
   

  	
   

  
	
   

  	
  COLLECT
  AMERICA OF CANADA, LLC, as a Pledgor

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Paul A. Larkins

  
	
   

  	
   

  	
  Name:
  Paul A. Larkins

  
	
   

  	
   

  	
  Title:
  President and Chief Executive Officer

  
	
   

  	
   

  	
   

  
	
   

  	
  CACH,
  LLC, as a Pledgor

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Paul A. Larkins

  
	
   

  	
   

  	
  Name:
  Paul A. Larkins

  
	
   

  	
   

  	
  Title:
  Manager

  
	
   

  	
   

  	
   

  
	
   

  	
  CACV
  OF COLORADO, LLC, as a Pledgor

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Paul A. Larkins

  
	
   

  	
   

  	
  Name:
  Paul A. Larkins

  
	
   

  	
   

  	
  Title:
  Manager

  



 

















 


	
   

  	
  SQUARETWO
  FINANCIAL COMMERCIAL FUNDING CORPORATION

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Thomas G. Good

  
	
   

  	
   

  	
  Name:
  Thomas G. Good

  
	
   

  	
   

  	
  Title:
  Secretary

  
	
   

  	
   

  	
   

  
	
   

  	
  HEALTHCARE
  FUNDING SOLUTIONS, LLC

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Paul A. Larkins

  
	
   

  	
   

  	
  Name:
  Paul A. Larkins

  
	
   

  	
   

  	
  Title:
  Manager

  
	
   

  	
   

  	
   

  
	
   

  	
  REFINANCE
  AMERICA, LTD.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Thomas G. Good

  
	
   

  	
   

  	
  Name:
  Thomas G. Good

  
	
   

  	
   

  	
  Title:
  Secretary

  
	
   

  	
   

  	
   

  
	
   

  	
  ORSA,
  LLC

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Paul A. Larkins

  
	
   

  	
   

  	
  Name:
  Paul A. Larkins

  
	
   

  	
   

  	
  Title:
  Manager

  
	
   

  	
   

  	
   

  
	
   

  	
  CANDEO,
  LLC

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Paul A. Larkins

  
	
   

  	
   

  	
  Name:
  Paul A. Larkins

  
	
   

  	
   

  	
  Title:
  Manager

  
	
   

  	
   

  	
   

  
	
   

  	
  AUTUS,
  LLC

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Paul A. Larkins

  
	
   

  	
   

  	
  Name:
  Paul A. Larkins

  
	
   

  	
   

  	
  Title:
  Manager

  



 

















 


	
   

  	
  CACH
  OF NJ, LLC

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Paul A. Larkins

  
	
   

  	
   

  	
  Name:
  Paul A. Larkins

  
	
   

  	
   

  	
  Title:
  Manager

  
	
   

  	
   

  	
   

  
	
   

  	
  CACV
  OF NEW JERSEY, LLC

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Paul A. Larkins

  
	
   

  	
   

  	
  Name:
  Paul A. Larkins

  
	
   

  	
   

  	
  Title:
  Manager

  
	
   

  	
   

  	
   

  



 

















 


	
   

  	
  GMAC
  COMMERCIAL FINANCE LLC, as Agent

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Thomas Maiale

  
	
   

  	
   

  	
  Name:
  Thomas Maiale

  
	
   

  	
   

  	
  Title:
  Director

  



 

















 


SCHEDULE A


 


PLEDGED STOCK


 


	
  Pledgor

  	
   

  	
  Name of Issuing

  Corporation

  	
   

  	
  Type of

  Shares

  	
   

  	
  Number

  of

  Shares

  	
   

  	
  Certificate

  No.

  	
   

  	
  Percentage

  Pledged

  
	
  CA Holding, Inc.

  	
   

  	
  SquareTwo Financial Corporation

  	
   

  	
  Common

  	
   

  	
  1,000

  	
   

  	
  1437-3

  	
   

  	
  100%

  
	
  Collect America of Canada, LLC

  	
   

  	
  SquareTwo Financial Canada Corporation

  	
   

  	
  Common

  	
   

  	
  12,250

  22,750

  	
   

  	
  3

  4

  	
   

  	
  65%

  
	
  SquareTwo Financial Corporation

  	
   

  	
  SquareTwo Financial Commercial Funding Corporation

  	
   

  	
  Common

  	
   

  	
  720

  400

  680

  148

  	
   

  	
  1

  11

  12

  13

  	
   

  	
  100%

  
	
  SquareTwo Financial Corporation

  	
   

  	
  ReFinance America, Ltd

  	
   

  	
  Common

  	
   

  	
  50

  	
   

  	
  1

  	
   

  	
  100%

  



 


MEMBERSHIP INTERESTS


 


	
  Pledgor

  	
   

  	
  Name of Issuing

  Corporation

  	
   

  	
  Number

  of

  Interests

  	
   

  	
  Certificate

  No.

  	
   

  	
  Percentage

  Pledged

  
	
  SquareTwo Financial Corporation

  	
   

  	
  Collect America of Canada, LLC

  	
   

  	
  100%

  	
   

  	
  R-1

  	
   

  	
  100%

  
	
  SquareTwo Financial Corporation

  	
   

  	
  Healthcare Funding Solutions, LLC

  	
   

  	
  100%

  	
   

  	
  R-1

  	
   

  	
  100%

  
	
  SquareTwo Financial Corporation

  	
   

  	
  CACH, LLC

  	
   

  	
  100%

  	
   

  	
  R-1

  	
   

  	
  100%

  
	
  SquareTwo Financial Corporation

  	
   

  	
  CACV of Colorado, LLC

  	
   

  	
  100%

  	
   

  	
  R-1

  	
   

  	
  100%

  
	
  SquareTwo Financial Corporation

  	
   

  	
  Orsa, LLC

  	
   

  	
  100%

  	
   

  	
  R-0001

  	
   

  	
  100%

  
	
  SquareTwo Financial Corporation

  	
   

  	
  Candeo, LLC

  	
   

  	
  100%

  	
   

  	
  R-0001

  	
   

  	
  100%

  
	
  SquareTwo Financial Corporation

  	
   

  	
  Autus, LLC

  	
   

  	
  100%

  	
   

  	
  R-0001

  	
   

  	
  100%

  
	
  CACH, LLC

  	
   

  	
  CACH of NJ, LLC

  	
   

  	
  100%

  	
   

  	
  R-1

  	
   

  	
  100%

  
	
  CACV of Colorado, LLC

  	
   

  	
  CACV of New Jersey, LLC

  	
   

  	
  100%

  	
   

  	
  R-1

  	
   

  	
  100%

  



 


Schedule A -1

















 


EXHIBIT I


 


PLEDGE
SUPPLEMENT AND JOINDER AGREEMENT


 


This PLEDGE SUPPLEMENT AND
JOINDER AGREEMENT (this “Agreement”), dated as of this     
day of         ,
20    , is executed and delivered by the undersigned (the “Additional
Pledgor”) pursuant to the Pledge Agreement, dated as of April 7, 2010 (as
it may be from time to time amended, restated, modified or supplemented, the “Pledge
Agreement”), among SQUARETWO FINANCIAL CORPORATION, the other “Pledgors” party
thereto, and GMAC COMMERICAL FINANCE LLC, as the Agent for Lenders.  Capitalized terms used herein not otherwise
defined herein shall have the meanings ascribed thereto in the Pledge
Agreement.


 


1.             Additional Pledgor assumes all the obligations of
a Pledgor under the Pledge Agreement and agrees that it is bound as a Pledgor
and under the terms of the Pledge Agreement as if it had been an original
signatory to the Pledge Agreement.  In
furtherance of the foregoing, Additional Pledgor hereby pledges and grants to
Agent a security interest in all of its right, title and interest in and to the
Collateral owned thereby to secure the Obligations.


 


2.             Schedule A to the Pledge Agreement is being amended and restated
as of the date hereof to include the Pledged Stock and/or Pledged Membership
Interests of Additional Pledgor and shall, as of the date hereof, read as
provided on Schedule A attached hereto. 
Additional Pledgor hereby makes to Agent the representations and
warranties set forth in the Pledge Agreement applicable to Additional Pledgor
and the applicable Collateral and confirms that such representations and
warranties are true and correct as of the date hereof after giving effect to
such amendment to Schedule A (except for those that relate to an earlier
date).


 


3.             In furtherance of its obligations under Section 3
and Section 5(c) of the Pledge Agreement, each Additional Pledgor
agrees to execute and deliver to Agent such documentation as Agent (or its
successors or assigns) may reasonably require to evidence, protect and perfect
the Liens created by the Pledge Agreement, as modified hereby.


 


4.             The address, telephone and fax number for notices
to Additional Pledgor under the Pledge Agreement shall be the address and fax
number set forth below Additional Pledgor’s signature to this Agreement.


 


5.             This Agreement shall be deemed to be part of, and
a modification to, the Pledge Agreement and shall be governed by all the terms
and provisions of the Pledge Agreement, with respect to the modifications
intended to be made to the Pledge Agreement, which terms are incorporated
herein by reference, are ratified and confirmed and shall continue in full
force and effect as valid and binding agreements of each Pledgor enforceable
against each Pledgor.


 


Exhibit I -1

















 


IN WITNESS WHEREOF, the parties
have duly executed this Pledge Supplement and Joinder Agreement as of the day
and year first written above.


 


	
   

  	
  ADDITIONAL PLEDGOR

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  
	
   

  	
   

  
	
   

  	
  Address for Notices:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Telephone:

  
	
   

  	
  Fax:

  



 


 


Acknowledged and agreed this
     day of
                  ,
20     by


 


	
  GMAC
  COMMERCIAL FINANCE LLC, as Agent

  
	
   

  
	
   

  
	
  By:

  	
   

  	
   

  
	
  Name:

  	
   

  	
   

  
	
  Title:

  	
   

  	
   

  



 


Exhibit I-1

















 


SCHEDULE A
TO


 


PLEDGE
SUPPLEMENT AND JOINDER AGREEMENT


 


Schedule A to Exhibit I -1