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<br />PLEDGE AGREEMENT <br /> <br />This Pledge Agreement is made as of July I, 2006, between CASS COUNTY, NORTH <br />DAKOTA (the "Issuer"), a political subdivision, organized under the constitution and laws of the <br />State of North Dakota and WELLS FARGO BROKERAGE SERVICES, LLC (the "Lender"). <br /> <br />RECITALS: <br /> <br />WHEREAS, the Oak Grove Lutheran School (the "Corporation"), aNorth Dakota nonprofit <br />corporation, and the Issuer have entered into a Loan Agreement (the "Loan Agreement") of even <br />date herewith, pursuant to which the Issuer will lend to the Corporation the proeeeds of the <br />$2,500,000 School Facilities Revenue Bonds (Oak Grove Lutheran School Project) Series 2006A, <br />$4,000,000 School Facilities Revenue Bonds (Oak Grove Lutheran School Project) Series 2006B, <br />and $1,000,000 School Facilities Revenue Bonds (Oak Grove Lutheran School Project) Series <br />2006C (together, the "Bonds"), issued pursuant to North Dakota Century Code, Chapter 40-57, as <br />amended (the "Aet"); <br /> <br />WHEREAS, the Bonds are payable from and secured by the loan repayments to be made <br />by the Corporation under the Loan Agreement; and the Lender, as a condition to the purehase of the <br />Bonds, has required the execution of this Pledge Agreement; <br /> <br />NOW THEREFORE, as an inducement to the Lender to purchase the Bonds, and in <br />consideration ofthe promises and other good and valuable consideration, the receipt and sufficiency <br />whereof is hereby acknowledged, the parties hereby agree as follows: <br /> <br />I. In order to secure the due and punctual payment of the Bonds and all other sums due <br />the Lender under the Loan Agreement, the Issuer does hereby pledge and assign to the Lender all <br />of the Issuer's right, title and interest in and to the Loan Agreement, subject to the Issuer's rights <br />under the provisions of Sections 4.03, 7.03 and 9.04 thereof. <br /> <br />2. The Issuer hereby represents and warrants to the Lender that the Issuer's right, title <br />and interest in the Loan Agreement is free and clear of any lien, security interest or other <br />encumbrance other than that arising under this Pledge Agreement. <br /> <br />3. The Issuer hereby authorizes the Lender to exercise, whether or not a default exists <br />under the Bonds or an Event of Default has occurred under the Loan Agreement, either in the <br />Issuer's name or the Lender's name, any and all rights or remedies available to the Issuer under the <br />Loan Agreement. The Issuer agrees, on request of the Lender, to execute and deliver to the Lender <br />such other documents or instruments as shall be deemed necessary or appropriate by the Lender at <br />any time to confirm or perfect the seeurity interest hereby granted. The Issuer hereby appoints the <br />Lender its attorney-in-fact to execute on behalf of the Issuer, and in its name, any and all such <br />assignments, financing statements or other documents or instruments which the Lender may deem <br />necessary or appropriate to perfect, protect or enforce the security interest hereby granted. <br /> <br />Pledge Agreement <br />