Common use of Representations and Warranties and Covenants Clause in Contracts

Representations and Warranties and Covenants. 3.1 Each of the parties hereto represents and warrants to the other parties that: (a) such party has all requisite corporate or other authority and power necessary to execute and deliver this Agreement and to consummate the transactions contemplated hereby; (b) the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly authorized by all required corporate or other action on the part of such party and no other proceedings on the part of such party are necessary to authorize the execution and delivery of this Agreement or to consummate the transactions contemplated hereby; (c) this Agreement has been duly and validly executed and delivered by such party and constitutes the valid and binding obligation of such party enforceable against such party in accordance with its terms; and (d) this Agreement will not result in a violation of any terms or provisions of any agreements to which such person is a party or by which such party may otherwise be bound or of any law, rule, license, regulation, judgment, order or decree governing or affecting such party. 3.2 Each Member jointly represents and warrants that as of immediately prior to the closing of the W.B. & Co. Transaction (a) the Raging Capital Group and the Raging Capital Designees Beneficially Own an aggregate of (i) 4,757,663 shares of Common Stock (excluding shares of Common Stock underlying New Convertible Notes Beneficially Owned by the Raging Capital Group), (ii) $27,500,000 principal amount of Senior Notes and (iii) $2,940,000 principal amount of New Convertible Notes, (b) except for such ownership, no member of the Raging Capital Group, individually or in the aggregate with all other members of the Raging Capital Group and its Affiliates, nor the Raging Capital Designees have any other Beneficial Ownership of any Common Stock or other debt or equity securities of the Company and (c) the Raging Capital Group, collectively with its Affiliates, and the Raging Capital Designees have an aggregate Net Long Position of 4,757,663 shares of Common Stock (excluding shares of Common Stock underlying New Convertible Notes Beneficially Owned by the Raging Capital Group). 3.3 During the Standstill Period, neither the Company and its officers, directors or Affiliates, on the one hand, nor any of the Members and their respective officers, directors or Affiliates or the Raging Capital Designees or their Affiliates, on the other hand, shall directly or indirectly make or issue or cause to be made or issued any disclosure, announcement, or statement (including (i) the filing of any document or report with the SEC or any other governmental agency unless required by law or the rules of any securities exchange on which the Common Stock is listed or traded, and (ii) any disclosure to any journalist, member of the media, securities analyst, or creditor or equity holder of the Company) concerning the other party or any of its respective past, present or future directors, director nominees, officers, members, employees, advisors or other Affiliates, which disparages such other party or any of such other party’s respective past, present, or future directors, director nominees, officers, members, employees, advisors or other Affiliates. The restrictions in this Section 3.3 shall not apply in any compelled testimony or production of information, either by legal process, subpoena or as part of a response to a request for information from any governmental authority with jurisdiction over the party from whom information is sought to the extent legally required; provided, that the recipient of such legal process, subpoena, or request shall promptly notify the other parties hereto of the receipt of such legal process, subpoena or request so that such other parties may seek an appropriate protective order or other remedy and the recipient shall reasonably cooperate in connection therewith.

Representations and Warranties and Covenants. 3.1 Each of the parties hereto Covered Person severally represents and warrants to the other parties or agrees, as applicable, for himself that: (a) Such Covered Person has (and, with respect to shares of Common Stock to be acquired, will have) good, valid and marketable title to the shares of Common Stock subject to the transfer restrictions in Section 6.1, if applicable, free and clear of any pledge, lien, security interest, charge, claim, equity or encumbrance of any kind, other than pursuant to this Agreement, an agreement with APAM by which such party has all requisite corporate or other authority and power necessary to execute and deliver this Agreement Covered Person is bound and to consummate which the transactions contemplated herebyshares of Common Stock are subject or as permitted by the policies of APAM in effect from time to time; (b) Such Covered Person has (and, with respect to shares of Common Stock to be acquired, will have) the right to vote pursuant to Section 2.1 of this Agreement all shares of Common Stock of which the Covered Person is the Sole Beneficial Owner; and (c) If the Covered Person is not a natural person: (i) such Covered Person is duly organized and validly existing in good standing under the laws of the jurisdiction of such Covered Person’s formation; (ii) such Covered Person has full right, power and authority to enter into and perform this Agreement; (iii) the execution and delivery of this Agreement and the consummation performance of the transactions contemplated hereby herein have been duly and validly authorized by all required corporate or other action on the part of such party authorized, and no other further proceedings on the part of such party Covered Person are necessary to authorize the execution, delivery and performance of this Agreement; and this Agreement has been duly executed by such Covered Person; (iv) the Person signing this Agreement on behalf of such Covered Person has been duly authorized by such Covered Person to do so; (d) this Agreement constitutes the legal, valid and binding obligation of such Covered Person, enforceable against such Covered Person in accordance with its terms (subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and to general equity principles); (e) neither the execution and delivery of this Agreement or to consummate by such Covered Person nor the consummation of the transactions contemplated hereby; (c) this Agreement has been duly and validly executed and delivered by such party and constitutes the valid and binding obligation of such party enforceable against such party in accordance herein conflicts with its terms; and (d) this Agreement will not result or results in a violation breach of any terms of the terms, conditions or provisions of any agreements agreement or instrument to which such person Covered Person is a party or by which the assets of such party may otherwise be Covered Person are bound (including without limitation the organizational documents of such Covered Person, if such Covered Person is other than a natural person), or constitutes a default under any of the foregoing, or violates any lawlaw or regulation; (f) such Covered Person has obtained all authorizations, ruleconsents, licenseapprovals and clearances of all courts, regulationgovernmental agencies and authorities, judgmentand any other Person, order or decree governing or affecting if any (including the consent of the spouse of such party. 3.2 Each Member jointly represents and warrants that as of immediately prior Covered Person with respect to the closing interest of such spouse in the W.B. & Co. Transaction (a) the Raging Capital Group and the Raging Capital Designees Beneficially Own an aggregate of (i) 4,757,663 shares of Common Stock (excluding shares of Common Stock underlying New Convertible Notes Beneficially Owned by such Covered Person if the Raging Capital Groupconsent of such spouse is required; such consent in substantially the form of Exhibit C hereto), required to permit such Covered Person to enter into this Agreement and to consummate the transactions contemplated herein; (iig) $27,500,000 principal amount there are no actions, suits or proceedings pending, or, to the knowledge of Senior Notes and such Covered Person, threatened against or affecting such Covered Person or such Covered Person’s assets in any court or before or by any federal, state, municipal or other governmental department, commission, board, bureau, agency or instrumentality which, if adversely determined, would impair the ability of such Covered Person to perform this Agreement; (iiih) $2,940,000 principal amount the performance of New Convertible Notesthis Agreement will not violate any order, (b) except for such ownershipwrit, no member of the Raging Capital Groupinjunction, individually decree or in the aggregate with all other members of the Raging Capital Group and its Affiliates, nor the Raging Capital Designees have any other Beneficial Ownership demand of any Common Stock court or federal, state, municipal or other debt governmental department, commission, board, bureau, agency or equity securities of the Company and instrumentality to which such Covered Person is subject; and (ci) the Raging Capital Groupno statement, collectively with its Affiliates, and the Raging Capital Designees have an aggregate Net Long Position of 4,757,663 shares of Common Stock (excluding shares of Common Stock underlying New Convertible Notes Beneficially Owned representation or warranty made by the Raging Capital Group). 3.3 During the Standstill Period, neither the Company and its officers, directors or Affiliates, on the one handsuch Covered Person in this Agreement, nor any of the Members and their respective officers, directors or Affiliates or the Raging Capital Designees or their Affiliates, on the other hand, shall directly or indirectly make or issue or cause to be made or issued any disclosure, announcement, or information provided by such Covered Person for inclusion in a registration statement (including (i) the filing of any document or report filed by APAM in connection with the SEC IPO contains or will contain any other governmental agency unless required by law untrue statement of a material fact or omits or will omit to state a material fact necessary in order to make the rules of any securities exchange on which the Common Stock is listed statements, representations or tradedwarranties contained herein or information provided therein not misleading. (j) Each Covered Person severally, and (ii) any disclosure to any journalistnot jointly, member of the media, securities analyst, or creditor or equity holder of the Company) concerning the other party or any of its respective past, present or future directors, director nominees, officers, members, employees, advisors or other Affiliates, which disparages such other party or any of such other party’s respective past, present, or future directors, director nominees, officers, members, employees, advisors or other Affiliates. The restrictions in this Section 3.3 shall not apply in any compelled testimony or production of information, either by legal process, subpoena or as part of a response to a request agrees for information from any governmental authority with jurisdiction over the party from whom information is sought to the extent legally required; provided, himself that the recipient foregoing provision of such legal processthis Article VII shall be a continuing representation and covenant by him during the period that he shall be a Covered Person, subpoenaand he shall take all actions as shall from time to time be necessary to cure any breach or violation and to obtain any authorizations, or request shall promptly notify the other parties hereto of the receipt of such legal processconsents, subpoena or request so approvals and clearances in order that such other parties may seek an appropriate protective order or other remedy representations shall be true and the recipient shall reasonably cooperate in connection therewithcorrect during that period.

Representations and Warranties and Covenants. 3.1 Each To induce CAM to purchase the Accounts from Seller with full knowledge that the truth and accuracy of the parties hereto represents following are being relied upon by CAM in the purchase of the Accounts and payments of the Purchase Price, Seller represents, warrants and covenants to the other parties CAM and agrees that: (a) such party Seller (i) is a nonprofit public benefit corporation duly organized and validly existing under the laws of the State of Nevada, and qualified to operate in all jurisdictions where required; and (ii) has all the requisite corporate or other capacity and authority and power necessary to execute and deliver this Agreement and the other agreements contemplated hereunder, to consummate the transactions contemplated herebyhereby and thereby, and to perform its obligations hereunder and thereunder; (b) the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby all other agreements contemplate hereunder have been duly executed, and validly authorized delivered by all required corporate or other action on the part Seller and are valid and legally binding obligation of such party and no other proceedings on the part of such party are necessary to authorize the execution and delivery of this Agreement or to consummate the transactions contemplated herebySeller, enforceable against Seller in accordance with their terms; (c) neither the entering into of this Agreement has been duly and validly executed and delivered nor the sale of the Accounts nor the performance by such party and constitutes the valid and binding obligation Seller of such party enforceable against such party in accordance with any of its terms; and (d) other obligations under this Agreement and the other agreements contemplated hereunder will not contravene, breach or result in a violation any default under the incorporation or other organizational documents of the Seller or in any material respect of any terms term or provisions of condition under any agreements mortgage, lease, agreement, license, permit, statute, regulation, order, judgement, decree or law to which such person the Seller is a party or by which the Seller may be bound; (d) ▇▇▇▇▇▇ is the sole and absolute owner of each Account and has the full legal right to make said sale, assignment and transfer thereof hereunder; (e) the Face Value on each Account is as set forth on Schedule 1 and such amounts are not in dispute; (f) the payment of each Account is not contingent upon the fulfillment of any obligation or condition, past or future, and any and all obligations required of Seller with regard to such Account have been fulfilled by Seller; (g) there are no defenses, offsets, recoupments or counterclaims with respect to any of the Accounts and no agreement has been made under which any account debtor with respect any of the Accounts, may claim any recoupment, deduction or discount; (h) upon purchase, Seller will convey to CAM good and marketable title to each Account free and clear of all liens and encumbrances which shall thereafter be the sole and exclusive property of CAM; (i) none of the account debtors with respect to any of the Accounts is insolvent as that term is defined in the United States Bankruptcy Code; (j) all Accounts now existing or hereafter arising shall comply with each and every one of the representations, warranties, covenants and agreements referred to in this paragraph and as otherwise supplemented pursuant to this Agreement; (k) no Account is evidenced by a note or other instrument; (l) Seller will not, during the term of this Agreement, sell, transfer, pledge a security interest or hypothecate any of its Accounts to any party may otherwise other than CAM. ▇▇▇▇▇▇ agrees to reimburse CAM for actual out-of-pocket costs related to credit reports and UCC filings and searches incurred by CAM (and its agents, representatives and counsel) in connection with this Agreement; (m) Seller is solvent and the execution and performance under this Agreement has been duly authorized by all necessary corporate action and is not in contravention of any of Seller’s governing documents or any agreement by which Seller is bound under applicable law; (n) Each Account purchased by CAM shall be bound the property of CAM and shall be collected by CAM pursuant to the terms of this Agreement but, as indicated herein, if for any reason payment of an Account should be paid to Seller, Seller shall promptly notify CAM of such payment, shall hold any check, drafts, or monies so received in trust for the benefit of CAM and shall promptly endorse, transfer and deliver the same to CAM as provided in Section 2.3 (a)(ii); (o) Seller’s place of business is the one set forth at the beginning of this Agreement and is the place where records concerning all Accounts are kept by Seller; (p) Seller will not change the state of its registration or formation or its corporate or legal name or the place where the records concerning all accounts are kept or add an additional such place, in each case without CAM’s prior written consent; (q) There are no judgments outstanding affecting Seller or any of its property and there are no suits, proceedings, claims, demands or government investigations now pending or threatened against Seller or any of its property; (r) As of the Effective Date, Seller is not in default or breach, nor shall any event shall have occurred or failed to occur which with the passage of time or service of notice constitute a default or breach, under any loan agreement, indenture, mortgage or other material agreement to which Seller is a party and (s) Seller is not in violation of any law, ordinance, rule, licenseorder, regulation, judgment, order regulation or decree governing or affecting such party. 3.2 Each Member jointly represents and warrants that as of immediately prior to the closing of the W.B. & Co. Transaction (a) the Raging Capital Group and the Raging Capital Designees Beneficially Own an aggregate of (i) 4,757,663 shares of Common Stock (excluding shares of Common Stock underlying New Convertible Notes Beneficially Owned by the Raging Capital Group), (ii) $27,500,000 principal amount of Senior Notes and (iii) $2,940,000 principal amount of New Convertible Notes, (b) except for such ownership, no member of the Raging Capital Group, individually or in the aggregate with all other members of the Raging Capital Group and its Affiliates, nor the Raging Capital Designees have any other Beneficial Ownership requirement of any Common Stock governmental entity (whether federal, state or other debt or equity securities of the Company and (clocal) the Raging Capital Group, collectively with its Affiliates, and the Raging Capital Designees have an aggregate Net Long Position of 4,757,663 shares of Common Stock (excluding shares of Common Stock underlying New Convertible Notes Beneficially Owned by the Raging Capital Group). 3.3 During the Standstill Period, neither the Company and its officers, directors or Affiliates, on the one hand, nor any of the Members and their respective officers, directors or Affiliates or the Raging Capital Designees or their Affiliates, on the other hand, shall directly or indirectly make or issue or cause to be made or issued any disclosure, announcement, or statement (including (i) the filing of any document or report with the SEC or any other governmental agency unless required by law or the rules of any securities exchange on which the Common Stock is listed or traded, and (ii) any disclosure to any journalist, member of the media, securities analyst, or creditor or equity holder of the Company) concerning the other party or any of its respective past, present or future directors, director nominees, officers, members, employees, advisors or other Affiliates, which disparages such other party or any of such other party’s respective past, present, or future directors, director nominees, officers, members, employees, advisors or other Affiliates. The restrictions in this Section 3.3 shall not apply in any compelled testimony or production of information, either by legal process, subpoena or as part of a response to a request for information from any governmental authority with jurisdiction over the party from whom information is sought to the extent legally required; provided, that the recipient of such legal process, subpoena, or request shall promptly notify the other parties hereto of the receipt of such legal process, subpoena or request so that such other parties may seek an appropriate protective order or other remedy and the recipient shall reasonably cooperate in connection therewithinstrumentality thereof.

Representations and Warranties and Covenants. 3.1 Each (a) Representations and Warranties of the parties hereto represents CCI, SGIC and warrants to the other parties SGI Holding. CCI, SGIC and SGI Holding jointly and severally represent and warrant that: (ai) such party has all requisite corporate Neither the Software as supplied hereunder, nor its normal use for its intended purpose in combination with hardware or other authority software, will infringe or violate any third-party patent, copyright, trade secret or other right; no other rights or licenses concerning the Software have been granted by any of them to any other party; and, subject to the recordation of assignments in the United States Copyright Office (which have been executed and will be filed for recordation within fifteen (15) days after the date of this Agreement), CCI has good and marketable title to all Software free and clear of any liens or encumbrances. (ii) Each of them is a corporation duly organized and validly existing under the laws of the Yukon Territory of Canada, in the case of CCI, the laws of the State of Nevada, in the case of SGIC, or the laws of Bermuda as an exempted company, in the case of SGI Holding. (iii) Each of them has full legal power necessary and right to execute carry on its business as such is now being conducted and deliver as proposed to be conducted. Each of them has the legal power and right under the laws of the Yukon Territory, Nevada and Bermuda, in the case of CCI, SGIC and SGI Holding, respectively, to enter into and perform this Agreement and to consummate the transactions contemplated hereby;; and that the consummation of the transactions contemplated by this Agreement will neither violate nor be in conflict with: (A) any provision of the Articles of Continuation or Bylaws of CCI, the Articles of Incorporation or Bylaws of SGIC, or the Memorandum of Association or Bye-Laws of SGI Holding; (B) any agreement or instrument to which any of them is a party or by which any of them or any of their Affiliates or any of their respective assets are bound; (C) any judgment, order, ruling or decrees applicable to any of them or any of their Affiliates as a party in interest or any law, rule or regulation applicable to any of them or any of their Affiliates; or (D) any document, agreement or other arrangement creating or relating to the creation or existence of any of them or any of their Affiliates. (biv) the execution The execution, delivery and delivery performance of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly authorized by all required requisite corporate or other action on the part of such party and no other proceedings on the part each of such party are necessary to authorize the execution and delivery of this Agreement or to consummate the transactions contemplated hereby;them. (cv) this This Agreement has been duly and validly executed and delivered by such party and constitutes the is a valid and binding obligation of such party each of them and is enforceable against such party in accordance with its terms; andterms against each of them, subject to and limited by the effect of applicable bankruptcy, insolvency, fraudulent transfer or conveyance, reorganization, receivership, moratorium or other similar laws now or hereafter in effect relating to or affecting the rights of creditors generally. (dvi) No consent of any person not a party to this Agreement will not result in a violation and no consent of any terms or provisions governmental authority is required to be obtained on the part of any agreements to which such person is a party of them in connection with or by which such party may otherwise be bound resulting from the execution or performance of any law, rule, license, regulation, judgment, order or decree governing or affecting such partythis Agreement. 3.2 Each Member jointly represents and warrants that as (vii) None of immediately prior to the closing of the W.B. & Co. Transaction (a) the Raging Capital Group and the Raging Capital Designees Beneficially Own an aggregate of (i) 4,757,663 shares of Common Stock (excluding shares of Common Stock underlying New Convertible Notes Beneficially Owned by the Raging Capital Group), (ii) $27,500,000 principal amount of Senior Notes and (iii) $2,940,000 principal amount of New Convertible Notes, (b) except for such ownership, no member of the Raging Capital Group, individually or in the aggregate with all other members of the Raging Capital Group and its Affiliates, nor the Raging Capital Designees have any other Beneficial Ownership of any Common Stock or other debt or equity securities of the Company and (c) the Raging Capital Group, collectively with its Affiliates, and the Raging Capital Designees have an aggregate Net Long Position of 4,757,663 shares of Common Stock (excluding shares of Common Stock underlying New Convertible Notes Beneficially Owned by the Raging Capital Group). 3.3 During the Standstill Period, neither the Company and its officers, directors or Affiliates, on the one hand, them nor any of their Affiliates has incurred any obligation or liability, contingent or otherwise, for brokers' or finder's fees in respect of the Members matters provided for in this Agreement, and their respective officersif any such obligation or liability exists, directors it shall be the sole obligation of such party or Affiliates its Affiliate. (viii) None of the statements, representations or the Raging Capital Designees warranties made by any of them in this Agreement or their Affiliates, on the other hand, shall directly in any exhibit or indirectly make certificate delivered pursuant to this Agreement contains any untrue statement of any material fact or issue or cause omits to state any material fact necessary to be made stated in order to make the statements, representations or issued any disclosure, announcement, warranties contained herein or statement (including (i) the filing of any document or report with the SEC or any other governmental agency unless required by law or the rules of any securities exchange on which the Common Stock is listed or traded, and (ii) any disclosure to any journalist, member of the media, securities analyst, or creditor or equity holder of the Company) concerning the other party or any of its respective past, present or future directors, director nominees, officers, members, employees, advisors or other Affiliates, which disparages such other party or any of such other party’s respective past, present, or future directors, director nominees, officers, members, employees, advisors or other Affiliates. The restrictions in this Section 3.3 shall therein not apply in any compelled testimony or production of information, either by legal process, subpoena or as part of a response to a request for information from any governmental authority with jurisdiction over the party from whom information is sought to the extent legally required; provided, that the recipient of such legal process, subpoena, or request shall promptly notify the other parties hereto of the receipt of such legal process, subpoena or request so that such other parties may seek an appropriate protective order or other remedy and the recipient shall reasonably cooperate in connection therewithmaterially misleading.

Representations and Warranties and Covenants. 3.1 9.1 Each of the parties hereto Party represents and warrants to the other parties Parties that: : (ai) such party it is a duly incorporated and validly existing legal person in its country of incorporation and has all requisite corporate power and authority to conduct its business in accordance with its business license, articles of association or other similar corporate organizational documents; (ii) it has the full power and authority and power has taken all corporate actions necessary to enter into, to execute and deliver and to perform all its obligations under this Agreement Agreement, as the case may be, and to consummate the transactions contemplated hereby; herein and therein; (biii) upon execution, this Agreement will constitute its valid and binding obligations enforceable against it in accordance with their terms; (iv) no notices, reports or other filings are required to be made by it with, nor are any consents, waivers, authorization, registrations, approvals, declarations, permits or expiration of any applicable waiting periods are required to be obtained by it from, any Government Authority in connection with the execution and or delivery of this Agreement and Agreement; (v) no litigation, judicial or governmental proceeding is pending, or to the consummation best of its knowledge threatened against it, which would have a material adverse effect on its financial condition or business or its ability to carry out the transactions contemplated hereby have been duly herein and validly authorized by all required corporate or other action on the part of such party therein; and no other proceedings on the part of such party are necessary (vi) it is not related to authorize the execution and delivery of this Agreement or to consummate the transactions contemplated hereby; (c) this Agreement has been duly and validly executed and delivered by such party and constitutes the valid and binding obligation of such party enforceable against such party in accordance with its terms; and (d) this Agreement will not result in a violation of any terms or provisions of any agreements to which such person is a party or by which such party may otherwise be bound or of any law, rule, license, regulation, judgment, order or decree governing or affecting such partyanti-social forces. 3.2 9.2 Each Member jointly represents and warrants that as of immediately prior to the closing of the W.B. & Co. Transaction Party shall (a) provide the Raging Capital Group means and the Raging Capital Designees Beneficially Own an aggregate of (i) 4,757,663 shares of Common Stock (excluding shares of Common Stock underlying New Convertible Notes Beneficially Owned by the Raging Capital Group), (ii) $27,500,000 principal amount of Senior Notes and (iii) $2,940,000 principal amount of New Convertible Notesfacilities necessary to carry out its respective tasks set out hereunder in a professional manner, (b) except provide appropriate and qualified personnel for such ownershipthe performance of its respective tasks hereunder, no member of the Raging Capital Group, individually or in the aggregate with all other members of the Raging Capital Group and its Affiliates, nor the Raging Capital Designees have any other Beneficial Ownership of any Common Stock or other debt or equity securities of the Company and (c) use all reasonable efforts to carry out the Raging Capital Group, collectively with its Affiliates, and the Raging Capital Designees have an aggregate Net Long Position of 4,757,663 shares of Common Stock (excluding shares of Common Stock underlying New Convertible Notes Beneficially Owned by the Raging Capital Group). 3.3 During the Standstill Period, neither the Company and its officers, directors or Affiliates, on the one hand, nor any of the Members Work and their respective officerstasks within the period fixed by the time schedule agreed to by the Parties, directors (d) ascertain that the Work will be carried out in full accordance with the stipulations of this Agreement, (e) maintain the Work in confidence pending disclosure to and protection; and (f) not to knowingly or Affiliates negligently use knowledge in violation of third parties’ rights. 9.3 The Parties acknowledge that Background Information, Sideground Information, Project Sideground Information, Results, Improvements and all other information provided by one Party to another under the Agreement are provided on an “AS IS” basis, without any express or implied warranty, including but not limited to, any and all warranties as to their commercial exploitation, safety, fitness or conformity for any particular purpose or use, accuracy and absence of defects, nor as to the absence of any dependence upon or infringement of proprietary rights of third parties. 9.4 Except as provided in Article 9.2, the Parties do not represent nor warrant to each other that any advice or information given by them or by any of their respective employees who work on any part of the Project, or the Raging Capital Designees content or their Affiliates, on the other hand, shall directly or indirectly make or issue or cause to be made or issued any disclosure, announcement, or statement (including (i) the filing use of any document Results, Background Information, Sideground Information, Project Sideground Information, Improvement or report materials, works or information provided in connection with the SEC Project will not constitute or any other governmental agency unless required by law or the rules of any securities exchange on which the Common Stock is listed or traded, and (ii) any disclosure to any journalist, member of the media, securities analyst, or creditor or equity holder of the Company) concerning the other party or any of its respective past, present or future directors, director nominees, officers, members, employees, advisors or other Affiliates, which disparages such other party or any of such other party’s respective past, present, or future directors, director nominees, officers, members, employees, advisors or other Affiliates. The restrictions in this Section 3.3 shall not apply result in any compelled testimony or production infringement of information, either by legal process, subpoena or as part of a response to a request for information from any governmental authority with jurisdiction over the third-party from whom information is sought to the extent legally required; provided, that the recipient of such legal process, subpoena, or request shall promptly notify the other parties hereto of the receipt of such legal process, subpoena or request so that such other parties may seek an appropriate protective order or other remedy and the recipient shall reasonably cooperate in connection therewithrights.

Representations and Warranties and Covenants. 3.1 Each Pledgors hereby represent and warrant with and to Lender the following (all of such representations and warranties being continuing so long as any of the parties hereto represents Obligations are outstanding): a) The pledged Stock is duly authorized, validly issued, fully paid and warrants non-assessable capital stock of, or limited liability company interests in, or other equity interests of, the Corporations and constitutes all of the issued and outstanding shares of capital stock of the Corporations (except any FSHCO) incorporated, formed or organized under the laws of the States of the United States of America and 65% of the issued and outstanding shares of capital stock of, or limited liability company interests in, or other equity interests of, any Foreign Subsidiary or any FSHCO and, to Pledgors’ knowledge, is not registered, nor has any Pledgor authorized the registration thereof, in the name of any Person other than such Pledgor, Lender or Term Lender (subject to the other parties that:Intercreditor Agreement). (a) such party has all requisite corporate or other authority and power necessary to execute and deliver this Agreement and to consummate the transactions contemplated hereby; (b) Pledgors are the execution record and delivery beneficial owner of this Agreement and the consummation 100% of the transactions contemplated hereby capital stock of, or limited liability company interests in, and other equity interests of, of each Corporation (except as otherwise noted on Exhibit A or otherwise permitted pursuant to the Loan Agreement). c) The pledged Stock is free and clear of all claims, liens, pledges and encumbrances of any kind, nature or description, except for Permitted Liens. d) The pledged Stock is not subject to any restrictions, other than pursuant to the Securities Act of 1933, as amended (the “Act”), relative to the transfer thereof and Pledgors have been the right to transfer and hypothecate the pledged Stock free and clear of any liens, encumbrances or restrictions, except for Permitted Liens. e) The pledged Stock is duly and validly authorized by all required corporate or other action on the part of such party pledged to Lender and no other proceedings on the part of such party are necessary to authorize the execution and delivery of this Agreement consent or to consummate the transactions contemplated hereby; (c) this Agreement has been duly and validly executed and delivered by such party and constitutes the valid and binding obligation of such party enforceable against such party in accordance with its terms; and (d) this Agreement will not result in a violation approval of any terms governmental or provisions of any agreements to which such person is a party or by which such party may otherwise be bound regulatory authority or of any lawsecurities exchange or the like, rulenor any consent or approval of any other third party, licensewas or is necessary to the validity and enforceability of this Stock Pledge Agreement, regulationexcept those already obtained, judgmentthose relating to the public sale of the pledged Stock in connection with the exercise of the remedies by Lender hereunder and those the absence of which would not adversely affect the ability of any Pledgor to execute, order or decree governing or affecting such partydeliver and perform this Stock Pledge Agreement. 3.2 Each Member jointly represents and warrants that as of immediately prior f) Pledgors shall not permit the Corporations to the closing issue any new Stock of the W.B. & Co. Transaction Corporations, or certificate previously uncertificated Stock (a) or uncertificate previously certificated Stock), without the Raging Capital Group and prior written consent of Lender. None of the Raging Capital Designees Beneficially Own an aggregate of uncertificated Stock (i) 4,757,663 shares of Common Stock (excluding shares of Common Stock underlying New Convertible Notes Beneficially Owned by the Raging Capital Group)is dealt in or traded on a securities exchange or in a securities market, (ii) $27,500,000 principal amount by its terms expressly provides that it is a Security governed by Article 8 of Senior Notes and the UCC or (iii) $2,940,000 principal amount of New Convertible Notesconstitutes a Security or a Financial Asset. g) Subject to the Intercreditor Agreement, (b) except for such ownership, no member of Pledgors shall deliver to Lender promptly upon the Raging Capital Group, individually receipt thereof by or in the aggregate with all other members of the Raging Capital Group and its Affiliates, nor the Raging Capital Designees have any other Beneficial Ownership on behalf of any Common Pledgor, all Stock. All certificated Stock shall be delivered in suitable form for transfer by delivery or other debt shall be accompanied by duly executed instruments of transfer or equity securities of the Company assignment in blank, in form and (c) the Raging Capital Group, collectively with its Affiliates, and the Raging Capital Designees have an aggregate Net Long Position of 4,757,663 shares of Common Stock (excluding shares of Common Stock underlying New Convertible Notes Beneficially Owned by the Raging Capital Group)substance satisfactory to Lender. 3.3 During the Standstill Period, neither the Company and its officers, directors or Affiliates, on the one hand, nor any of the Members and their respective officers, directors or Affiliates or the Raging Capital Designees or their Affiliates, on the other hand, shall directly or indirectly make or issue or cause to be made or issued any disclosure, announcement, or statement (including (i) the filing of any document or report with the SEC or any other governmental agency unless required by law or the rules of any securities exchange on which the Common Stock is listed or traded, and (ii) any disclosure to any journalist, member of the media, securities analyst, or creditor or equity holder of the Company) concerning the other party or any of its respective past, present or future directors, director nominees, officers, members, employees, advisors or other Affiliates, which disparages such other party or any of such other party’s respective past, present, or future directors, director nominees, officers, members, employees, advisors or other Affiliates. The restrictions in this Section 3.3 shall not apply in any compelled testimony or production of information, either by legal process, subpoena or as part of a response to a request for information from any governmental authority with jurisdiction over the party from whom information is sought to the extent legally required; provided, that the recipient of such legal process, subpoena, or request shall promptly notify the other parties hereto of the receipt of such legal process, subpoena or request so that such other parties may seek an appropriate protective order or other remedy and the recipient shall reasonably cooperate in connection therewith.

Representations and Warranties and Covenants. 3.1 Each of the parties hereto represents Pledgor represents, warrants and warrants covenants to the other parties thatLender as follows: (a) such party has Pledgor is, and will at all requisite corporate times continue to be, the legal and beneficial owner of the presently existing Collateral pledged by Pledgor hereunder, free and clear of any Lien except for the security interest created by this Agreement. Pledgor will make no assignment, pledge, hypothecation or transfer of, or create or permit to exist any security interest in, or other authority Lien on, the Collateral, other than pursuant hereto; provided that nothing contained herein shall prohibit Pledgor from exchanging the Pledged Shares for at least 15,750,000 shares of common stock of ▇▇▇▇.▇▇▇ pursuant to the Merger Agreement in connection with the merger of the Company with and power necessary to execute and deliver this Agreement and to consummate into Acquisition Sub in accordance with the transactions contemplated hereby;Merger Agreement, whereupon such shares of ▇▇▇▇.▇▇▇ shall become "Pledged Shares" hereunder. (b) The pledge of the execution and Pledged Shares pursuant to this Agreement, together with the delivery of this Agreement the Pledged Shares pursuant to Section 4, creates, and will continue to create, a valid and perfected first priority Lien upon and security interest in the consummation Collateral, in favor of Lender and securing the payment of the transactions Obligations, enforceable as such against all creditors of Pledgor and any persons purporting to purchase or otherwise acquire any capital stock of the Company from Pledgor. Pledgor (i) has the power and authority to pledge the Collateral in the manner hereby done or contemplated hereby have been duly and validly authorized (ii) will defend his title or interest thereto or therein against any and all Liens (other than the Lien created by all required corporate or other action on the part of such party and no other proceedings on the part of such party are necessary to authorize the execution and delivery of this Agreement or to consummate the transactions contemplated hereby;Agreement), however arising. (c) No consent of any other Person (including, without limitation, stockholders or creditors of Pledgor) and no consent, authorization, approval, or other action by, and no notice to or filing with, any Governmental Authority is or was required (i) for the pledge by him of the Collateral pursuant to this Agreement has been duly and validly executed and delivered or for the execution, delivery or performance of this Agreement by such party and constitutes him, (ii) for the valid and binding obligation perfection or maintenance of the security interest created hereby (including the first priority nature of such party enforceable against such party security interest) or (iii) for the exercise by Lender of the voting or other rights provided for in accordance this Agreement or the remedies in respect of the Collateral pursuant to this Agreement (except as may be required in connection with its terms; andany disposition of the Pledged Shares by laws affecting the offering and sale of securities generally). (d) this Agreement will not result in a violation For so long as Pledgor is the majority owner of any terms or provisions of any agreements Swift, Pledgor shall cause Swift to which such person is a party or by which such party may otherwise be bound or of any law, rule, license, regulation, judgment, order or decree governing or affecting such partyperform fully and timely its obligations under the Loan Documents. 3.2 Each Member jointly represents and warrants that as of immediately prior to the closing (e) The Pledged Shares represent all of the W.B. & Co. Transaction (a) the Raging Capital Group issued and the Raging Capital Designees Beneficially Own an aggregate outstanding shares of capital stock of Swift. There are no (i) 4,757,663 securities convertible into or exchangeable for any shares of Common Stock (excluding capital stock of Swift, or any options, warrants, rights, calls, rights or exchange, conversion rights or other commitments entitling any person to purchase or otherwise acquire any shares of Common Stock underlying New Convertible Notes Beneficially Owned by the Raging Capital Group)capital stock of Swift, issued and outstanding; (ii) $27,500,000 principal amount restrictions on the transferability of Senior Notes and the Collateral to Lender or with respect to the foreclosure, transfer or disposition thereof by Lender (other than any applicable Federal or state securities laws); or (iii) $2,940,000 principal amount of New Convertible Notesshareholders agreements, (b) except for such ownershipvoting trusts, no member of the Raging Capital Group, individually or in the aggregate with all other members of the Raging Capital Group and its Affiliates, nor the Raging Capital Designees have any other Beneficial Ownership of any Common Stock proxy agreements or other debt agreements or equity securities understandings which affect or relate to the voting or giving of the Company and (c) the Raging Capital Group, collectively written consents with its Affiliates, and the Raging Capital Designees have an aggregate Net Long Position of 4,757,663 shares of Common Stock (excluding shares of Common Stock underlying New Convertible Notes Beneficially Owned by the Raging Capital Group). 3.3 During the Standstill Period, neither the Company and its officers, directors or Affiliates, on the one hand, nor respect to any of the Members Collateral. (f) All of the Pledged Shares have been duly authorized and their respective officers, directors or Affiliates or the Raging Capital Designees or their Affiliates, on the other hand, shall directly or indirectly make or issue or cause to be made or validly issued any disclosure, announcement, or statement (including (i) the filing of any document or report with the SEC or any other governmental agency unless required by law or the rules of any securities exchange on which the Common Stock is listed or tradedand are fully paid and nonassessable, and (ii) any disclosure all information set forth herein relating to any journalist, member the Pledged Shares is accurate and complete in all material respects as of the media, securities analyst, or creditor or equity holder of the Company) concerning the other party or any of its respective past, present or future directors, director nominees, officers, members, employees, advisors or other Affiliates, which disparages such other party or any of such other party’s respective past, present, or future directors, director nominees, officers, members, employees, advisors or other Affiliates. The restrictions in this Section 3.3 shall not apply in any compelled testimony or production of information, either by legal process, subpoena or as part of a response to a request for information from any governmental authority with jurisdiction over the party from whom information is sought to the extent legally required; provided, that the recipient of such legal process, subpoena, or request shall promptly notify the other parties hereto of the receipt of such legal process, subpoena or request so that such other parties may seek an appropriate protective order or other remedy and the recipient shall reasonably cooperate in connection therewithdate hereof.

Representations and Warranties and Covenants. 3.1 Each of In order to induce the parties hereto Agent and the Lenders to enter into this Amendment, each Borrower hereby represents and warrants to the other parties Agent and the Lenders that, as of the Effective Date, the following statements are true and correct: (a) all representations and warranties contained herein and in the Credit Agreement as amended by this Amendment and the other Loan Documents are true and correct in all material respects (or, in the case of any such party has representation or warranty already qualified as to materiality, in all requisite corporate or other authority respects) as of the date hereof as though made on and power necessary as of such date, except to execute the extent that such representations and deliver this Agreement warranties expressly relate solely to an earlier date (in which case such representations and to consummate the transactions contemplated herebywarranties shall have been true and correct on and as of such earlier date); (b) the execution and delivery of this Agreement Amendment by each Borrower, the performance by each Borrower of its obligations under this Amendment and the consummation Amended Credit Agreement (i) have been duly authorized by all requisite action, corporate or otherwise, of each Borrower and (ii) will not conflict with or result in a breach of, or constitute a default (or might, upon the passage of time or the giving of notice or both, constitute a default) under, any of the terms, conditions or provisions of any applicable statute, law, rule, regulation or ordinance or any Borrowers’ organizational documents or the Indenture or any judgment or order of any court or governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign, and (iii) will not result in the creation or imposition of any lien, charge or encumbrance of any nature whatsoever upon any of the property or assets of any Borrower under the terms or provisions of any such agreement or instrument, except liens in favor of the Agent or liens created by the transactions contemplated hereby have by this Amendment; (c) this Amendment has been duly executed by each Borrower and validly authorized by all required corporate delivered to the Agent and this Amendment and the Amended Credit Agreement constitute the legal, valid and binding obligations of each Borrower, enforceable in accordance with their terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other action laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law; (d) no consent, approval or authorization of or designation, declaration or filing with any Governmental Authority or any other Person on the part of such party and no other proceedings on the part of such party are necessary to authorize any Borrower is required in connection with the execution and delivery of this Agreement Amendment or to consummate performance by such Borrower of this Amendment or the transactions contemplated herebyAmended Credit Agreement; (ce) this Agreement no Event of Default and no event which, after notice or lapse of time or both, would become an Event of Default, has been duly occurred and validly executed and delivered by such party and constitutes is continuing under the valid and binding obligation of such party enforceable against such party in accordance with its termsCredit Agreement; and (df) this Agreement will not result in a violation Schedule I sets forth the Accreted Loan Value of any terms or provisions of any agreements to which such person is a party or by which such party may otherwise be bound or of any law, rule, license, regulation, judgment, order or decree governing or affecting such party. 3.2 Each Member jointly represents and warrants that the Loans as of immediately prior to the closing of the W.B. & Co. Transaction (a) the Raging Capital Group and the Raging Capital Designees Beneficially Own an aggregate of (i) 4,757,663 shares of Common Stock (excluding shares of Common Stock underlying New Convertible Notes Beneficially Owned by the Raging Capital Group), (ii) $27,500,000 principal amount of Senior Notes and (iii) $2,940,000 principal amount of New Convertible Notes, (b) except for such ownership, no member of the Raging Capital Group, individually or in the aggregate with all other members of the Raging Capital Group and its Affiliates, nor the Raging Capital Designees have any other Beneficial Ownership of any Common Stock or other debt or equity securities of the Company and (c) the Raging Capital Group, collectively with its Affiliates, and the Raging Capital Designees have an aggregate Net Long Position of 4,757,663 shares of Common Stock (excluding shares of Common Stock underlying New Convertible Notes Beneficially Owned by the Raging Capital Group)date hereof. 3.3 During the Standstill Period, neither the Company and its officers, directors or Affiliates, on the one hand, nor any of the Members and their respective officers, directors or Affiliates or the Raging Capital Designees or their Affiliates, on the other hand, shall directly or indirectly make or issue or cause to be made or issued any disclosure, announcement, or statement (including (i) the filing of any document or report with the SEC or any other governmental agency unless required by law or the rules of any securities exchange on which the Common Stock is listed or traded, and (ii) any disclosure to any journalist, member of the media, securities analyst, or creditor or equity holder of the Company) concerning the other party or any of its respective past, present or future directors, director nominees, officers, members, employees, advisors or other Affiliates, which disparages such other party or any of such other party’s respective past, present, or future directors, director nominees, officers, members, employees, advisors or other Affiliates. The restrictions in this Section 3.3 shall not apply in any compelled testimony or production of information, either by legal process, subpoena or as part of a response to a request for information from any governmental authority with jurisdiction over the party from whom information is sought to the extent legally required; provided, that the recipient of such legal process, subpoena, or request shall promptly notify the other parties hereto of the receipt of such legal process, subpoena or request so that such other parties may seek an appropriate protective order or other remedy and the recipient shall reasonably cooperate in connection therewith.

Representations and Warranties and Covenants. 3.1 Each of the parties hereto Pledgor hereby represents and warrants to the other parties thatPledgee as follows: (a) such party This Agreement has all requisite corporate or other authority been duly executed and power necessary to execute delivered by Pledgor and deliver this Agreement is the legal and to consummate the transactions contemplated herebybinding obligation of Pledgor enforceable in accordance with its terms; (b) the Upon execution and delivery of this Agreement and an appropriate financing statement by Pledgor and the consummation recording of the transactions financing statement in the appropriate office, Pledgee will have a valid, first, and prior perfected security interest in the Collateral; and (c) The chief executive office and principal place of business of Pledgor is in Irving, Dallas County, Texas and its place of formation is the State of Nevada. Pledgor makes the following covenants: (a) Pledgor will not cause, permit, or consent to (i) any amendment or modification to the Partnership Agreement in effect as of the date hereof (except an amendment as contemplated hereby have been duly herein), or (ii) any transfer or change in the ownership of the partnership interests in the Partnership; (b) Pledgor will not sell, transfer, mortgage, or otherwise encumber any Collateral in any manner without first obtaining the written consent of Pledgee, which consent may be withheld in Pledgee’s sole and validly authorized by all required corporate absolute discretion. Any written consent to any such sale, mortgage, transfer, or other action on the part of such party and no other proceedings on the part of such party are necessary encumbrance shall not be construed to authorize the execution and delivery be a waiver of this Agreement provision in respect of any subsequent proposed sale, mortgage, transfer, or to consummate the transactions contemplated herebyencumbrance; (c) this Agreement has been duly Pledgor will, at its expense and validly executed in such manner and delivered by form as Pledgee may from time-to-time reasonably require, execute, deliver, file, and record any financing statement, specific assignment, or other instruments, certificates, or papers, and take any other action that may be necessary or desirable, or that Lender may from time-to-time reasonably request, in order to create, preserve, perfect, or validate any Security Interest, or to enable Pledgee to exercise and enforce its rights hereunder with respect to any of the Collateral. In the event, for any reason, that the law of any jurisdiction other than the State of Georgia becomes or is applicable to the Collateral, or any part thereof, Pledgor agrees to execute and deliver all such party instruments and constitutes to do all such other things that may be necessary or appropriate to preserve, protect, and enforce the valid and binding obligation Security Interests of Lender under the law of such party enforceable against such party other jurisdiction, to at least the same extent that the Security Interests would be protected under the Code. To the extent permitted by applicable law, Pledgor hereby authorizes Pledgee to execute and file, in accordance with the name of Pledgor or otherwise, Uniform Commercial Code financing statements that Pledgee in its termssole discretion may deem necessary or appropriate to further perfect the Security Interests; and (d) this Agreement Pledgor shall perform fully all obligations imposed upon it by any agreements or instruments concerning all or any part of the Collateral, including, without limitation, the Partnership Agreement, and shall maintain in full force and effect all such agreements and instruments, and shall not amend or modify, or consent to the amendment or modification of such agreements or instruments, without the prior written consent of Pledgee; and (e) Pledgor will not result sell, transfer, mortgage, or otherwise encumber the assets of the Partnership out of the ordinary course of business in any manner without first obtaining the written consent of Pledgee, which consent may be withheld in Pledgee’s sole and absolute discretion. Any written consent to any such sale, mortgage, transfer, or encumbrance shall not be construed to be a violation waiver of this provision in respect of any terms or provisions of any agreements to which such person is a party or by which such party may otherwise be bound or of any lawsubsequent proposed sale, rulemortgage, license, regulation, judgment, order or decree governing or affecting such party. 3.2 Each Member jointly represents and warrants that as of immediately prior to the closing of the W.B. & Co. Transaction (a) the Raging Capital Group and the Raging Capital Designees Beneficially Own an aggregate of (i) 4,757,663 shares of Common Stock (excluding shares of Common Stock underlying New Convertible Notes Beneficially Owned by the Raging Capital Group), (ii) $27,500,000 principal amount of Senior Notes and (iii) $2,940,000 principal amount of New Convertible Notes, (b) except for such ownership, no member of the Raging Capital Group, individually or in the aggregate with all other members of the Raging Capital Group and its Affiliates, nor the Raging Capital Designees have any other Beneficial Ownership of any Common Stock or other debt or equity securities of the Company and (c) the Raging Capital Group, collectively with its Affiliates, and the Raging Capital Designees have an aggregate Net Long Position of 4,757,663 shares of Common Stock (excluding shares of Common Stock underlying New Convertible Notes Beneficially Owned by the Raging Capital Group). 3.3 During the Standstill Period, neither the Company and its officers, directors or Affiliates, on the one hand, nor any of the Members and their respective officers, directors or Affiliates or the Raging Capital Designees or their Affiliates, on the other hand, shall directly or indirectly make or issue or cause to be made or issued any disclosure, announcementtransfer, or statement (including (i) the filing of any document or report with the SEC or any other governmental agency unless required by law or the rules of any securities exchange on which the Common Stock is listed or traded, and (ii) any disclosure to any journalist, member of the media, securities analyst, or creditor or equity holder of the Company) concerning the other party or any of its respective past, present or future directors, director nominees, officers, members, employees, advisors or other Affiliates, which disparages such other party or any of such other party’s respective past, present, or future directors, director nominees, officers, members, employees, advisors or other Affiliates. The restrictions in this Section 3.3 shall not apply in any compelled testimony or production of information, either by legal process, subpoena or as part of a response to a request for information from any governmental authority with jurisdiction over the party from whom information is sought to the extent legally required; provided, that the recipient of such legal process, subpoena, or request shall promptly notify the other parties hereto of the receipt of such legal process, subpoena or request so that such other parties may seek an appropriate protective order or other remedy and the recipient shall reasonably cooperate in connection therewithencumbrance.

Representations and Warranties and Covenants. 3.1 Each Pledgors hereby represent and warrant with and to Lender the following (all of such representations and warranties being continuing so long as any of the parties hereto represents Obligations are outstanding): a) The pledged Stock is duly authorized, validly issued, fully paid and warrants non-assessable capital stock of, or limited liability company interests in, or other equity interests of, the Corporations and constitutes all of the issued and outstanding shares of capital stock of the Corporations (except any FSHCO) incorporated, formed or organized under the laws of the States of the United States of America and 65% of the issued and outstanding shares of capital stock of, or limited liability company interests in, or other equity interests of, any Foreign Subsidiary or any FSHCO and, to Pledgors’ knowledge, is not registered, nor has any Pledgor authorized the registration thereof, in the name of any Person other than such Pledgor, Lender or ABL Lender (subject to the other parties that:Intercreditor Agreement). (a) such party has all requisite corporate or other authority and power necessary to execute and deliver this Agreement and to consummate the transactions contemplated hereby; (b) Pledgors are the execution record and delivery beneficial owner of this Agreement and the consummation 100% of the transactions contemplated hereby capital stock of, or limited liability company interests in, and other equity interests of, of each Corporation (except as otherwise noted on Exhibit A or otherwise permitted pursuant to the Loan Agreement). c) The pledged Stock is free and clear of all claims, liens, pledges and encumbrances of any kind, nature or description, except for Permitted Liens. d) The pledged Stock is not subject to any restrictions, other than pursuant to the Securities Act of 1933, as amended (the “Act”), relative to the transfer thereof and Pledgors have been the right to transfer and hypothecate the pledged Stock free and clear of any liens, encumbrances or restrictions, except for Permitted Liens. e) The pledged Stock is duly and validly authorized by all required corporate or other action on the part of such party pledged to Lender and no other proceedings on the part of such party are necessary to authorize the execution and delivery of this Agreement consent or to consummate the transactions contemplated hereby; (c) this Agreement has been duly and validly executed and delivered by such party and constitutes the valid and binding obligation of such party enforceable against such party in accordance with its terms; and (d) this Agreement will not result in a violation approval of any terms governmental or provisions of any agreements to which such person is a party or by which such party may otherwise be bound regulatory authority or of any lawsecurities exchange or the like, rulenor any consent or approval of any other third party, licensewas or is necessary to the validity and enforceability of this Stock Pledge Agreement, regulationexcept those already obtained, judgmentthose relating to the public sale of the pledged Stock in connection with the exercise of the remedies by Lender hereunder and those the absence of which would not adversely affect the ability of any Pledgor to execute, order or decree governing or affecting such partydeliver and perform this Stock Pledge Agreement. 3.2 Each Member jointly represents and warrants that as of immediately prior f) Pledgors shall not permit the Corporations to the closing issue any new Stock of the W.B. & Co. Transaction Corporations, or certificate previously uncertificated Stock (a) or uncertificate previously certificated Stock), without the Raging Capital Group and prior written consent of Lender. None of the Raging Capital Designees Beneficially Own an aggregate of uncertificated Stock (i) 4,757,663 shares of Common Stock (excluding shares of Common Stock underlying New Convertible Notes Beneficially Owned by the Raging Capital Group)is dealt in or traded on a securities exchange or in a securities market, (ii) $27,500,000 principal amount by its terms expressly provides that it is a Security governed by Article 8 of Senior Notes and the UCC or (iii) $2,940,000 principal amount of New Convertible Notesconstitutes a Security or a Financial Asset. g) Subject to the Intercreditor Agreement, (b) except for such ownership, no member of Pledgors shall deliver to Lender promptly upon the Raging Capital Group, individually receipt thereof by or in the aggregate with all other members of the Raging Capital Group and its Affiliates, nor the Raging Capital Designees have any other Beneficial Ownership on behalf of any Common Pledgor, all Stock. All certificated Stock shall be delivered in suitable form for transfer by delivery or other debt shall be accompanied by duly executed instruments of transfer or equity securities of the Company assignment in blank, in form and (c) the Raging Capital Group, collectively with its Affiliates, and the Raging Capital Designees have an aggregate Net Long Position of 4,757,663 shares of Common Stock (excluding shares of Common Stock underlying New Convertible Notes Beneficially Owned by the Raging Capital Group)substance satisfactory to Lender. 3.3 During the Standstill Period, neither the Company and its officers, directors or Affiliates, on the one hand, nor any of the Members and their respective officers, directors or Affiliates or the Raging Capital Designees or their Affiliates, on the other hand, shall directly or indirectly make or issue or cause to be made or issued any disclosure, announcement, or statement (including (i) the filing of any document or report with the SEC or any other governmental agency unless required by law or the rules of any securities exchange on which the Common Stock is listed or traded, and (ii) any disclosure to any journalist, member of the media, securities analyst, or creditor or equity holder of the Company) concerning the other party or any of its respective past, present or future directors, director nominees, officers, members, employees, advisors or other Affiliates, which disparages such other party or any of such other party’s respective past, present, or future directors, director nominees, officers, members, employees, advisors or other Affiliates. The restrictions in this Section 3.3 shall not apply in any compelled testimony or production of information, either by legal process, subpoena or as part of a response to a request for information from any governmental authority with jurisdiction over the party from whom information is sought to the extent legally required; provided, that the recipient of such legal process, subpoena, or request shall promptly notify the other parties hereto of the receipt of such legal process, subpoena or request so that such other parties may seek an appropriate protective order or other remedy and the recipient shall reasonably cooperate in connection therewith.

Representations and Warranties and Covenants. 3.1 Each of the parties hereto (a) Seller covenants, represents and warrants to the other parties thatPurchaser as follows: (ai) such party Seller is a banking corporation duly organized and validly existing in good standing and has all requisite corporate or other power and authority to own its assets and carry on its business as and where now being conducted. Seller has full power necessary and authority, and has taken all action necessary, to execute and deliver this Purchase Agreement and any and all other documents required or permitted to be executed or delivered by Seller in connection with this Purchase Agreement and to fulfill Seller's obligations under, and to consummate the transactions contemplated herebyby, this Purchase Agreement, and no governmental authorizations or other authorizations are required in connection therewith; (bii) this Purchase Agreement constitutes the execution legal, valid and binding obligation of Seller enforceable against Seller in accordance with its terms (subject to bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors' rights generally); (iii) neither the execution, delivery and performance of this Purchase Agreement and nor the consummation of the transactions contemplated hereby have been duly (1) is prohibited by, or requires Seller to obtain any consent, authorization, approval or registration under any law, statute, rule, regulation, judgment, order, writ, injunction or decree which is binding upon Seller or (2) violates, conflicts with, results in a breach of, constitutes a default under, is prohibited by, or requires any additional approval under any instrument or agreement to which Seller is a party or by which it is bound or which affects the Loans and validly authorized by the mortgaged property; (iv) at any time, and from time to time hereafter, upon the reasonable request of Purchaser, and without payment of further consideration to Seller, Seller, its officers, employees, affiliates and assignees each will (1) provide the assistance of its knowledgeable personnel to respond to inquiries from Purchaser, and (2) do, execute, acknowledge, endorse, permit Purchaser to endorse on Seller’s behalf, permit Purchaser to open any mail addressed to Seller in connection with the Loans, negotiate items and deliver, and cause to be done, executed, acknowledged, endorsed, permitted, negotiated and delivered, all required corporate or other action such further acts, deeds, assignments (including without limitation, any notarized letters from Seller and/or on Seller’s letterhead notifying any customers, borrower, guarantors and account debtors thereof under the part Loans of the sale of such party Loans from Seller to Purchaser), remittance advise information, transfers, conveyances, powers of attorney and assurances as may be required in order to better assign, service, transfer, grant, convey, assure and confirm to Purchaser, or to collect and reduce to possession, the Loans and the collateral as provided for herein; (v) from and after the Closing , Seller shall promptly forward (but no later than one business day after receipt thereof) to Purchaser any and all payments received by Seller from borrower or any other person or entity on account of or related to any obligation or liability arising under the Loan Documents; (vi) from and after the Closing, Seller shall promptly forward to Purchaser (at the address specified herein for notices) originals of any and all bills, invoices, insurance binders, policies or certificates, documents and other correspondence it receives relating to the Loans, the mortgaged property or the Loan Documents; (vii) to the best knowledge of Seller, there is no litigation or action at law or in equity pending, with the exception of *** which is in bankruptcy, or threatened against it and no other proceedings on proceeding of any kind is pending or threatened by any federal, state or local governmental or administrative body which will or might materially affect the part of such party are necessary to authorize Loans and the execution and delivery of this Agreement mortgaged property or Seller’s ability to consummate the transactions contemplated hereby (viii) except for ***, Seller has not received any notice of, and Seller does not have actual knowledge of any default or condition, which upon the giving of notice, the passage of time, or both would constitute such a default, on the part of Seller or borrower under any of the Loan Documents; (cix) at any time, and from time to time hereafter, Seller will, in connection with the Loans, (A) Upon receipt of written approval from Distinctive Solutions that they have approved such, upload all necessary information (both SQL and CCM software) relating to the active Loans to Distinctive Solutions and allow for the transfer of Seller’s rights to any Distinctive Solutions software to Purchaser; (B) provide Purchaser and its representatives access to the personnel, advisors, customers, previous audits, invoices, historical collateral data (ie; agings, collateral, UCC search reports, business credit reports, analysis, appraisals, borrower/guarantor financial statements), properties, books and records (including without limitation, loan files, tax notices, legal notices, account debtor correspondence, copies of all ancillary documents and correspondence, as well as servicing records (in hard and soft/down-loadable formats, electronic information in a format suitable for download onto Purchaser’s systems, including without limitation, any and all assistance necessary to download information relating to the Loans which are contained within the Distinctive Solutions system); (C) cooperate with Purchaser to transition or cause (1) any phone or 800 number and have such phone or 800 number provider to forward any calls relating to the Loans to a number designated by Purchaser, (2) the United States Postal Service to assign the secured dedicated post office box (1089 San Jose, California) located at the US Post Office, ▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ (the “Dedicated PO Box”) for Purchaser’s benefit (upon the assignment of the Dedicated PO Box to Purchaser, within 1 business of receipt, Purchaser shall deliver to Seller any mail not related to the Loans), (3) the existing courier service, Gold Rush Express, to pick up and deliver contents of the Dedicated PO Box to Purchaser’s ABL Group, and (4) Trans Box Courier Services to delivery client packages relating to the Loans, to Purchaser’s new ABL location; and (D) transfer the following to Purchaser: electronic HCG back up data files (but excluding any email archives), contents of three 4 Lateral Drawer fireproof filing cabinets, six 4 Lateral Drawer filing cabinets and 3 Three Lateral Drawer filing cabinets, and copies of payroll tax files of any borrower or guarantor under the Loans; (x) Seller agrees not to solicit any banking services business (including without limitation, loan and deposit services) from the borrowers, guarantors any obligation or liability arising under the Loans from the date hereof until 12 months after the date of this Purchase Agreement; (xi) as to each Loan, the following representations and warranties are true and correct in all material respects as of the date hereof, subject to the limitations set forth in subsection (C) below; (A) Exhibit F annexed hereto accurately sets forth, as of January 26, 2006, the outstanding principal balance of such Loan, accrued interest, the maturity date, the date through which interest has been paid, and the maximum amount of any commitment to advance funds after the Closing. (B) Seller is the sole owner of each Loan and has full right to sell and assign each Loan anticipated to be sold by it hereunder without the consent of any third party, except such consent as has been obtained or will be obtained and the Loans are free and clear of any and all liens, pledges, charges or security interests of any nature encumbering the Loans. (C) All documents delivered by Seller with respect to the Loans are true, complete and correct originals or copies thereof, and all information supplied by Seller concerning the Loans is materially correct, except that Seller makes no representation as to accuracy of information supplied by any borrower or guarantor under the Loan Documents. (D) Except by written instrument or other written documentation delivered to Purchaser prior to the execution of this Purchase Agreement, neither Seller nor any prior holder of the Loan has modified any related note or mortgage securing a note or satisfied or canceled such note or mortgage in whole or in part. (E) Based upon the lender's title insurance policy or other evidence of title received by Seller with respect to a Loan, any mortgage or deed of trust assigned by Seller is a valid and enforceable first lien on the fee interest in the real property encumbered thereby subject to the exceptions listed in such policy. (F) The note relating to each Loan sold by Seller pursuant hereto and the related mortgage are the legal, valid and binding obligations of the maker or obligor thereof, enforceable against such maker or obligor in accordance with their terms except as such enforcement may be limited by bankruptcy, insolvency, reorganization or other similar laws affecting the enforcement of creditors' rights generally and by general equity principles (regardless of whether such enforcement is considered in a proceeding in equity or at law). (G) Except as otherwise set forth on Exhibit E, there has been issued in connection with each mortgage relating to a Loan sold by a Seller pursuant hereto, (i) a valid and enforceable ALTA policy of title insurance (or any amendment or supplement thereto or other form of title insurance policy affording equivalent coverage and customarily accepted by institutional lenders in the jurisdiction in which the mortgaged property relating to a Loan sold by Seller pursuant hereto is located) (each a "Title Insurance Policy") by a title insurer in an amount equal to the lesser of (A) the principal amount of such Loan to the extent advanced and (B) the approximate fair market value of such mortgaged property as of the date of recording of the subject mortgage, subject to the conditions and limitations set forth in such Title Insurance Policy, or (ii) a title opinion from an attorney licensed to practice in such jurisdiction, or (iii) a title report or specimen policy from a title insurer or such other form of title assurance as was customarily employed in the relevant jurisdiction (including blanket insurance coverage). If a title insurance policy was issued, such Title Insurance Policy is presently in full force and effect and all premiums with respect thereto that are due and payable have been paid in full. In addition, as of the Closing each such Title Insurance Policy insures such Seller that each of the mortgages relating to a Loan sold by the Seller pursuant hereto is a valid lien on the property therein described with the lien priority disclosed on such policy. (b) Purchaser hereby represents and warrants to Seller as follows: (i) Purchaser has full power and authority, and has taken all action necessary, to execute and deliver this Purchase Agreement and any and all other documents required or permitted to be executed or delivered by Purchaser in connection with this Purchase Agreement and to fulfill Purchaser's obligations under, and to consummate the transactions contemplated by, this Purchase Agreement, and no governmental authorizations or other authorizations are required in connection therewith; (ii) this Purchase Agreement has been duly and validly executed and delivered by such party and constitutes the legal, valid and binding obligation of such party Purchaser enforceable against such party Purchaser in accordance with its termsterms (subject to bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors' rights generally); and (diii) neither the execution, delivery and performance of this Purchase Agreement will not result in a violation nor the consummation of the transactions contemplated hereby is prohibited by, or requires Purchaser to obtain any terms consent, authorization, approval or provisions of any agreements to which such person is a party or by which such party may otherwise be bound or of registration under any law, statute, rule, license, regulation, judgment, order order, writ, injunction or decree governing or affecting such partywhich is binding upon Purchaser. 3.2 Each Member jointly represents and warrants that as of immediately prior to the closing of the W.B. & Co. Transaction (a) the Raging Capital Group and the Raging Capital Designees Beneficially Own an aggregate of (i) 4,757,663 shares of Common Stock (excluding shares of Common Stock underlying New Convertible Notes Beneficially Owned by the Raging Capital Group), (ii) $27,500,000 principal amount of Senior Notes and (iii) $2,940,000 principal amount of New Convertible Notes, (b) except for such ownership, no member of the Raging Capital Group, individually or in the aggregate with all other members of the Raging Capital Group and its Affiliates, nor the Raging Capital Designees have any other Beneficial Ownership of any Common Stock or other debt or equity securities of the Company and (c) the Raging Capital Group, collectively with its Affiliates, and the Raging Capital Designees have an aggregate Net Long Position of 4,757,663 shares of Common Stock (excluding shares of Common Stock underlying New Convertible Notes Beneficially Owned by the Raging Capital Group). 3.3 During the Standstill Period, neither the Company and its officers, directors or Affiliates, on the one hand, nor any of the Members and their respective officers, directors or Affiliates or the Raging Capital Designees or their Affiliates, on the other hand, shall directly or indirectly make or issue or cause to be made or issued any disclosure, announcement, or statement (including (i) the filing of any document or report with the SEC or any other governmental agency unless required by law or the rules of any securities exchange on which the Common Stock is listed or traded, and (ii) any disclosure to any journalist, member of the media, securities analyst, or creditor or equity holder of the Company) concerning the other party or any of its respective past, present or future directors, director nominees, officers, members, employees, advisors or other Affiliates, which disparages such other party or any of such other party’s respective past, present, or future directors, director nominees, officers, members, employees, advisors or other Affiliates. The restrictions in this Section 3.3 shall not apply in any compelled testimony or production of information, either by legal process, subpoena or as part of a response to a request for information from any governmental authority with jurisdiction over the party from whom information is sought to the extent legally required; provided, that the recipient of such legal process, subpoena, or request shall promptly notify the other parties hereto of the receipt of such legal process, subpoena or request so that such other parties may seek an appropriate protective order or other remedy and the recipient shall reasonably cooperate in connection therewith.

Representations and Warranties and Covenants. 3.1 Each of In order to induce the parties hereto Agent and the Lenders to enter into this Amendment, each Borrower hereby represents and warrants to the other parties Agent and the Lenders that, as of the Effective Date, the following statements are true and correct: (a) all representations and warranties contained herein and in the Credit Agreement as amended by this Amendment and the other Loan Documents are true and correct in all material respects (or, in the case of any such party has representation or warranty already qualified as to materiality, in all requisite corporate or other authority respects) as of the date hereof as though made on and power necessary as of such date, except to execute the extent that such representations and deliver this Agreement warranties expressly relate solely to an earlier date (in which case such representations and to consummate the transactions contemplated herebywarranties shall have been true and correct on and as of such earlier date); (b) the execution and delivery of this Agreement Amendment by each Borrower, the performance by each Borrower of its obligations under this Amendment and the consummation Amended Credit Agreement (i) have been duly authorized by all requisite action, corporate or otherwise, of each Borrower and (ii) will not conflict with or result in a breach of, or constitute a default (or might, upon the passage of time or the giving of notice or both, constitute a default) under, any of the terms, conditions or provisions of any applicable statute, law, rule, regulation or ordinance or any Borrowers’ organizational documents or the Indenture or any judgment or order of any court or governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign, and (iii) will not result in the creation or imposition of any lien, charge or encumbrance of any nature whatsoever upon any of the property or assets of any Borrower under the terms or provisions of any such agreement or instrument, except liens in favor of the Agent or liens created by the transactions contemplated hereby have by this Amendment; (c) this Amendment has been duly executed by each Borrower and validly authorized by all required corporate delivered to the Agent and this Amendment and the Amended Credit Agreement constitute the legal, valid and binding obligations of each Borrower, enforceable in accordance with their terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other action laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law; (d) no consent, approval or authorization of or designation, declaration or filing with any Governmental Authority or any other Person on the part of such party and no other proceedings on the part of such party are necessary to authorize any Borrower is required in connection with the execution and delivery of this Agreement Amendment or performance by such Borrower of this Amendment or the Amended Credit Agreement; (e) no Event of Default and no event which, after notice or lapse of time or both, would become an Event of Default, has occurred and is continuing under the Credit Agreement; (f) to consummate the extent not paid on the Effective Date, the Borrowers shall pay directly, or reimburse MSD for, all reasonable out-of-pocket expenses incurred in connection with negotiating, documenting and effectuating the transactions contemplated hereby (including, without limitation, any and all filing fees, recording fees, title charges and charges of third party service providers and all reasonable and documented fees, charges and documented disbursements of counsel to MSD and the Agent incurred in connection with negotiating, documenting and effectuating the transactions contemplated hereby; (c) this Agreement has been duly and validly executed and delivered by such party and constitutes any fees of the valid and binding obligation of such party enforceable against such party in accordance with its termsAgent payable at closing; and (dg) this Agreement will not result in a violation Schedule I sets forth the Accreted Loan Value of any terms or provisions of any agreements the Loans both before and after giving effect to which such person is a party or by which such party may otherwise be bound or of any law, rule, license, regulation, judgment, order or decree governing or affecting such partythe Extension Prepayment. 3.2 Each Member jointly represents (A) With respect to the Delayed Lease Property and warrants that as of immediately the Substitute Property, at any time prior to either the closing Delayed Leased Property or the Substitute Property, as applicable, being included as part of the W.B. & Co. Transaction (a) Leased Property and to the Raging Capital Group and extent that such Delayed Leased Property or the Raging Capital Designees Beneficially Own an aggregate Substitute Property, as applicable, is not subject to a Mortgage in favor of Agent for the benefit of the Lenders: (i) 4,757,663 shares Borrowers shall, and shall cause any nominee for Borrower, including, but not limited to EVCO Limited, to deliver to the Agent duly executed and notarized amendments to the Mortgages (collectively, the “Mortgage Amendments”) or a new Mortgage and such other documents as are necessary or advisable or required by applicable law to grant to the Agent, for the benefit of Common Stock (excluding shares the Lenders, a security interest in the Delayed Lease Property or Substitute Property , as applicable, and recorded in the Official Records of Common Stock underlying New Convertible Notes Beneficially Owned by the Raging Capital Group)San Bernardino County, California; (ii) $27,500,000 principal amount take all actions necessary or advisable or required by applicable law to grant to the Agent, for the benefit of Senior Notes and the Lenders, a perfected first priority security interest in such Delayed Lease Property or the Substitute Property, as applicable, including the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Security Agreement or by law or as may be requested by the Required Lenders; and (iii) $2,940,000 principal amount of New Convertible Notes, (b) except for such ownership, no member of the Raging Capital Group, individually or in the aggregate with all other members of the Raging Capital Group and its Affiliates, nor the Raging Capital Designees have any other Beneficial Ownership of any Common Stock or other debt or equity securities of the Company and (c) the Raging Capital Group, collectively with its Affiliates, and the Raging Capital Designees have an aggregate Net Long Position of 4,757,663 shares of Common Stock (excluding shares of Common Stock underlying New Convertible Notes Beneficially Owned by the Raging Capital Group). 3.3 During the Standstill Period, neither the Company and its officers, directors or Affiliates, on the one hand, nor any of the Members and their respective officers, directors or Affiliates or the Raging Capital Designees or their Affiliates, on the other hand, shall directly or indirectly make or issue or cause to be made or issued any disclosure, announcement, or statement (including (i) the filing of any document or report with the SEC or any other governmental agency unless required by law or the rules of any securities exchange on which the Common Stock is listed or traded, and (ii) any disclosure to any journalist, member of the media, securities analyst, or creditor or equity holder of the Company) concerning the other party or any of its respective past, present or future directors, director nominees, officers, members, employees, advisors or other Affiliates, which disparages such other party or any of such other party’s respective past, present, or future directors, director nominees, officers, members, employees, advisors or other Affiliates. The restrictions in this Section 3.3 shall not apply in any compelled testimony or production of information, either by legal process, subpoena or as part of a response to a request for information from any governmental authority with jurisdiction over the party from whom information is sought to the extent legally required; providedtitle insurance is obtained with respect to the Delayed Leased Property or the Substitute Property, that as applicable, after the recipient Effective Date by or behalf of Borrower, provide the Agent with title and extended coverage insurance covering such Delayed Leased Property or the Substitute Property, as applicable, in an amount at least equal to the purchase price of such legal process, subpoena, real property (or request shall promptly notify the other parties hereto of the receipt of such legal process, subpoena or request so that such other parties may seek an appropriate protective order or other remedy and amount as shall be reasonably specified by the recipient shall reasonably cooperate in connection therewithRequired Lenders).

Representations and Warranties and Covenants. 3.1 Each of the parties hereto Dealer hereby represents and warrants that any and all Contracts offered by Dealer to ACT Finance shall be valid, enforceable and existing; each evidences a bona fide Unit sale for the amount set forth therein to a buyer thereunder (a “Buyer”); that the Motor Vehicle and all related merchandise, accessories and equipment described in the Contracts or any booking sheets or the like received by ACT Finance from Dealer will be accurately described, including but not limited to the year, make, model and mileage of each Motor Vehicle; that no Motor Vehicle which is the subject of a Contract is salvaged, has a salvaged title, is true mileage unknown, inaccurately reflects the actual vehicle mileage, or has possible frame damage; that the Unit shall have been delivered and all services contracted for shall have been performed by Dealer; that each Buyer was of legal age and competent to execute the Contract when it was signed; that all information given concerning Buyer is true, complete and correct (and not misleading in any way), including, but not limited to, the information contained on the Buyers’ Credit Application submitted to ACT Finance; that each Buyer listed on a Contract are the intended primary users of the Motor Vehicle and that the subject Contract is not a “Straw Purchase” for anyone not listed as a Buyer on the Contract; that at the time the Contract is sold or otherwise assigned to ACT Finance the down payment has been paid in full by the Buyer(s) including, but not limited to, any deferred down payment; that all Contracts offered by Dealer to ACT Finance will comply with all requirements of the Federal Truth in Lending Act, the Federal Equal Credit Opportunity Act, and all other parties that: (a) Federal, State, and Local Laws, regulations, and rules applicable to such party has Contract; that the interest rates and fees charged in any Contract shall not exceed the legal rate imposed by the laws of the State of California, and all such Contracts shall otherwise be in conformance with all applicable laws and regulations; that Dealer possesses all licenses, permits and approvals which are necessary or appropriate for Dealer to operate its business as currently conducted; that the transactions described in this Agreement have been and are fully authorized by all requisite corporate or other authority entity approval; and power necessary that each and every Buyer has no right to execute setoff, rescission, dispute or claim as to the monies due on such Contract. Dealer hereby agrees to defend, indemnify and deliver this Agreement hold ACT Finance harmless from and against all claims, actions, suits, proceedings, costs, expenses, loss, damages, and liabilities, including but not limited to consummate attorneys’ fees, arising out of, connected with, relating to or resulting from any contention, whether well-founded, baseless or otherwise, that there has been a violation of, or failure to comply properly with any applicable laws in connection with the transactions contemplated hereby; (b) the execution and delivery of this Agreement and the consummation Contract, and/or arising out of the transactions contemplated hereby have been duly and validly authorized by all required corporate or other action on the part of such party and no other proceedings on the part of such party are necessary to authorize the execution and delivery of this Agreement or to consummate the transactions contemplated hereby; (c) this Agreement has been duly and validly executed and delivered by such party and constitutes the valid and binding obligation of such party enforceable against such party in accordance with its terms; and (d) this Agreement will not result in a violation breach of any terms of the covenants, representations or provisions of any agreements to which such person is a party or by which such party may otherwise be bound or of any law, rule, license, regulation, judgment, order or decree governing or affecting such party. 3.2 Each Member jointly warranties set forth in this Agreement. Dealer hereby represents and warrants that the name of Dealer listed at the top of page 1 of this Agreement is the full and complete name of Dealer as of immediately prior it exists on the Dealer’s license to the closing of the W.B. & Co. Transaction (a) the Raging Capital Group and the Raging Capital Designees Beneficially Own an aggregate of (i) 4,757,663 shares of Common Stock (excluding shares of Common Stock underlying New Convertible Notes Beneficially Owned do business as a used car dealer by the Raging Capital Group), (ii) $27,500,000 principal amount State of Senior Notes and (iii) $2,940,000 principal amount of New Convertible Notes, (b) except for such ownership, no member of the Raging Capital Group, individually or in the aggregate with all other members of the Raging Capital Group and its Affiliates, nor the Raging Capital Designees have any other Beneficial Ownership of any Common Stock or other debt or equity securities of the Company and (c) the Raging Capital Group, collectively with its Affiliates, and the Raging Capital Designees have an aggregate Net Long Position of 4,757,663 shares of Common Stock (excluding shares of Common Stock underlying New Convertible Notes Beneficially Owned by the Raging Capital Group)California. 3.3 During the Standstill Period, neither the Company and its officers, directors or Affiliates, on the one hand, nor any of the Members and their respective officers, directors or Affiliates or the Raging Capital Designees or their Affiliates, on the other hand, shall directly or indirectly make or issue or cause to be made or issued any disclosure, announcement, or statement (including (i) the filing of any document or report with the SEC or any other governmental agency unless required by law or the rules of any securities exchange on which the Common Stock is listed or traded, and (ii) any disclosure to any journalist, member of the media, securities analyst, or creditor or equity holder of the Company) concerning the other party or any of its respective past, present or future directors, director nominees, officers, members, employees, advisors or other Affiliates, which disparages such other party or any of such other party’s respective past, present, or future directors, director nominees, officers, members, employees, advisors or other Affiliates. The restrictions in this Section 3.3 shall not apply in any compelled testimony or production of information, either by legal process, subpoena or as part of a response to a request for information from any governmental authority with jurisdiction over the party from whom information is sought to the extent legally required; provided, that the recipient of such legal process, subpoena, or request shall promptly notify the other parties hereto of the receipt of such legal process, subpoena or request so that such other parties may seek an appropriate protective order or other remedy and the recipient shall reasonably cooperate in connection therewith.

Representations and Warranties and Covenants. 3.1 Each of the parties hereto Dealer hereby represents and warrants that any and all Contracts offered by Dealer to ACT Finance shall be valid, enforceable and existing; each evidences a bona fide Unit sale for the amount set forth therein to a buyer thereunder (a “Buyer”); that the Motor Vehicle and all related merchandise, accessories and equipment described in the Contracts or any booking sheets or the like received by ACT Finance from Dealer will be accurately described, including but not limited to the year, make, model and mileage of each Motor Vehicle; that no Motor Vehicle which is the subject of a Contract is salvaged, has a salvaged title, is true mileage unknown, inaccurately reflects the actual vehicle mileage, or has possible frame damage; that the Unit shall have been delivered and all services contracted for shall have been performed by Dealer; that each Buyer was of legal age and competent to execute the Contract when it was signed; that all information given concerning Buyer is true, complete and correct (and not misleading in any way), including, but not limited to, the information contained on the Buyers’ Credit Application submitted to ACT Finance; that each Buyer listed on a Contract are the intended primary users of the Motor Vehicle and that the subject Contract is not a “Straw Purchase” for anyone not listed as a Buyer on the Contract; that at the time the Contract is sold or otherwise assigned to ACT Finance the down payment has been paid in full by the Buyer(s) including, but not limited to, any deferred down payment; that all Contracts offered by Dealer to ACT Finance will comply with all requirements of the Federal Truth in Lending Act, the Federal Equal Credit Opportunity Act, and all other parties that: (a) Federal, State, and Local Laws, regulations, and rules applicable to such party has Contract; that the interest rates and fees charged in any Contract shall not exceed the legal rate imposed by the laws of the State of California, and all such Contracts shall otherwise be in conformance with all applicable laws and regulations; that Dealer possesses all licenses, permits and approvals which are necessary or appropriate for Dealer to operate its business as currently conducted; that the transactions described in this Agreement have been and are fully authorized by all requisite corporate or other authority entity approval; and power necessary that each and every Buyer has no right to execute and deliver this Agreement and to consummate the transactions contemplated hereby; (b) the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly authorized by all required corporate setoff, rescission, dispute or other action on the part of such party and no other proceedings on the part of such party are necessary to authorize the execution and delivery of this Agreement or to consummate the transactions contemplated hereby; (c) this Agreement has been duly and validly executed and delivered by such party and constitutes the valid and binding obligation of such party enforceable against such party in accordance with its terms; and (d) this Agreement will not result in a violation of any terms or provisions of any agreements to which such person is a party or by which such party may otherwise be bound or of any law, rule, license, regulation, judgment, order or decree governing or affecting such party. 3.2 Each Member jointly represents and warrants that claim as of immediately prior to the closing of the W.B. & Co. Transaction (a) the Raging Capital Group and the Raging Capital Designees Beneficially Own an aggregate of (i) 4,757,663 shares of Common Stock (excluding shares of Common Stock underlying New Convertible Notes Beneficially Owned by the Raging Capital Group), (ii) $27,500,000 principal amount of Senior Notes and (iii) $2,940,000 principal amount of New Convertible Notes, (b) except for monies due on such ownership, no member of the Raging Capital Group, individually or in the aggregate with all other members of the Raging Capital Group and its Affiliates, nor the Raging Capital Designees have any other Beneficial Ownership of any Common Stock or other debt or equity securities of the Company and (c) the Raging Capital Group, collectively with its Affiliates, and the Raging Capital Designees have an aggregate Net Long Position of 4,757,663 shares of Common Stock (excluding shares of Common Stock underlying New Convertible Notes Beneficially Owned by the Raging Capital Group)Contract. 3.3 During the Standstill Period, neither the Company and its officers, directors or Affiliates, on the one hand, nor any of the Members and their respective officers, directors or Affiliates or the Raging Capital Designees or their Affiliates, on the other hand, shall directly or indirectly make or issue or cause to be made or issued any disclosure, announcement, or statement (including (i) the filing of any document or report with the SEC or any other governmental agency unless required by law or the rules of any securities exchange on which the Common Stock is listed or traded, and (ii) any disclosure to any journalist, member of the media, securities analyst, or creditor or equity holder of the Company) concerning the other party or any of its respective past, present or future directors, director nominees, officers, members, employees, advisors or other Affiliates, which disparages such other party or any of such other party’s respective past, present, or future directors, director nominees, officers, members, employees, advisors or other Affiliates. The restrictions in this Section 3.3 shall not apply in any compelled testimony or production of information, either by legal process, subpoena or as part of a response to a request for information from any governmental authority with jurisdiction over the party from whom information is sought to the extent legally required; provided, that the recipient of such legal process, subpoena, or request shall promptly notify the other parties hereto of the receipt of such legal process, subpoena or request so that such other parties may seek an appropriate protective order or other remedy and the recipient shall reasonably cooperate in connection therewith.