Common use of Representations and Warranties of Pledgor Clause in Contracts

Representations and Warranties of Pledgor. Pledgor represents and warrants to Pledgee as follows: (a) Pledgor is the legal, record and beneficial owner of, and has good and marketable title to, the Interest, subject to no lien, pledge, charge, encumbrance, security interest, or adverse claims or rights whatsoever, except the lien, pledge, and security interest created by this Agreement; (b) The Interest has been duly and validly issued, is fully paid and non-assessable, has been fully paid for by Pledgor and constitutes the ownership percentage of the issued and outstanding membership/ownership interests of the entity in which an Interest is held by Pledgor; (c) The pledge, assignment and delivery of the Collateral pursuant to this Agreement creates a valid first lien on and a perfected first priority security interest in such Collateral, and the proceeds thereof, subject to no prior lien, pledge, charge, encumbrance or security interest; (d) Neither the execution and delivery of this Agreement, nor the consummation of the transactions herein contemplated, nor compliance with the terms and provisions hereof will (i) contravene any provision of any law, statute, rule or regulation to which Pledgor is subject or any judgment, decree, award, franchise, order or permit applicable to Pledgor or the entity in which an Interest is held by Pledgor, or (ii) conflict with, be inconsistent with, or result in a breach of any of the terms, covenants or provisions of, constitute a default under, or result in the creation or imposition of any lien, security interest, charge or other encumbrance upon any of the properties or assets of Pledgor or the entity in which an Interest is held by Pledgor (other than the lien and security interest contemplated by this Agreement) pursuant to the terms of any note, indenture, mortgage, deed of trust, agreement or other instrument to which Pledgor or the entity in which an Interest is held by Pledgor is a party or by which any of them may be bound or subject; (e) Pledgor has full power and authority to execute, deliver and perform this Agreement and to pledge and deliver the Collateral; (f) This Agreement constitutes the valid and binding obligation of Pledgor enforceable in accordance with its terms.

Representations and Warranties of Pledgor. The Pledgor represents and warrants to Pledgee as followsPledgee, and covenants with Pledgee, that: (a) Exhibit A sets forth (i) the authorized capital stock and other equity interests of each Pledge Entity, (ii) the number of shares of capital stock and other equity interests of each Pledge Entity that are issued and outstanding as of the date hereof, and (iii) the percentage of the issued and outstanding shares of capital stock and other equity interests of each Pledge Entity held by such Pledgor. Such Pledgor is the legal, record and beneficial owner of, and has good and marketable title to, the InterestPledged Interests of such Pledgor, subject to no lienand such shares are and will remain free and clear of all pledges, pledge, charge, encumbranceliens, security interest, or adverse claims or rights interests and other encumbrances and restrictions whatsoever, except the lien, pledge, liens and security interest interests in favor of Pledgee created by this Agreement; (b) Except as set forth on Exhibit A, there are no outstanding options, warrants or other similar agreements with respect to the Pledged Interests or any of the other Pledged Collateral; (c) This Agreement is the legal, valid and binding obligation of the Pledgor, enforceable against the Pledgor in accordance with its terms except to the extent that such enforceability is subject to applicable bankruptcy, insolvency, reorganization, fraudulent conveyance and moratorium laws and other laws of general application affecting enforcement of creditors’ rights generally, or the availability of equitable remedies, which are subject to the discretion of the court before which an action may be brought; (d) The Interest has Pledged Interests have been duly and validly authorized and issued, is are fully paid and non-assessable, has been fully paid for by Pledgor and constitutes the ownership percentage Pledged Interests listed on Exhibit A constitute all of the issued and outstanding membership/ownership capital stock or other equity interests of the entity in which an Interest is held by PledgorPledge Entities; (ce) No consent, approval or authorization of or designation or filing with any governmental or regulatory authority on the part of the Pledgor is required in connection with the pledge and security interest granted under this Agreement; (f) The execution, delivery and performance of this Agreement will not violate any provision of any applicable law or regulation or of any order, judgment, writ, award or decree of any court, arbitrator or governmental authority, which are applicable to the Pledgor, or of the articles or certificate of incorporation, certificate of formation, bylaws or any other similar organizational documents of the Pledgor or any Pledge Entity or of any securities issued by the Pledgor or any Pledge Entity or of any mortgage, indenture, lease, contract, or other agreement, instrument or undertaking to which the Pledgor or any Pledge Entity is a party or which is binding upon the Pledgor or any Pledge Entity or upon any of the assets of the Pledgor or any Pledge Entity, and will not result in the creation or imposition of any lien, charge or encumbrance on or security interest in any of the assets of the Pledgor or any Pledge Entity, except as otherwise contemplated by this Agreement; (g) The pledge, assignment and delivery of the Pledged Interests and the other Pledged Collateral pursuant to this Agreement creates a valid first lien on and a perfected first priority security interest in such Collateral, Pledged Interests and Pledged Collateral and the proceeds thereofthereof in favor of Pledgee, subject to no prior pledge, lien, pledgemortgage, charge, encumbrance or security interest; (d) Neither the execution and delivery of this Agreement, nor the consummation of the transactions herein contemplated, nor compliance with the terms and provisions hereof will (i) contravene any provision of any law, statute, rule or regulation to which Pledgor is subject or any judgment, decree, award, franchise, order or permit applicable to Pledgor or the entity in which an Interest is held by Pledgor, or (ii) conflict with, be inconsistent with, or result in a breach of any of the terms, covenants or provisions of, constitute a default under, or result in the creation or imposition of any lienhypothecation, security interest, charge charge, option or other encumbrance upon or to any of agreement purporting to grant to any third party a security interest in the properties property or assets of Pledgor which would include the Pledged Interests or any other Pledged Collateral. Until this Agreement is terminated pursuant to Section 11 hereof, the entity in which an Interest is held by Pledgor (other than covenants and agrees that it will defend, for the lien benefit of Pledgee, Pledgee’s right, title and security interest contemplated by this Agreementin and to the Pledged Interests, the other Pledged Collateral and the proceeds thereof against the claims and demands of all other persons or entities; and (h) Neither the Pledgor nor any Pledged Entity (i) will become a person whose property or interests in property are blocked or subject to blocking pursuant to Section 1 of Executive Order 13224 of September 23, 2001 Blocking Property and Prohibiting Transactions with Persons Who Commit, Threaten to Commit or Support Terrorism (66 Fed. Reg. 49079(2001), (ii) will engage in any dealings or transactions prohibited by Section 2 of such executive order, or (iii) will otherwise become a person on the terms list of Specially Designated Nationals and Blocked Persons or subject to the limitations or prohibitions under any note, indenture, mortgage, deed other Office of trust, agreement Foreign Asset Control regulation or other instrument to which Pledgor or the entity in which an Interest is held by Pledgor is a party or by which any of them may be bound or subject; (e) Pledgor has full power and authority to execute, deliver and perform this Agreement and to pledge and deliver the Collateral; (f) This Agreement constitutes the valid and binding obligation of Pledgor enforceable in accordance with its termsexecutive order.

Representations and Warranties of Pledgor. Pledgor represents and warrants to Pledgee Trustee, for the benefit of the Noteholders, as follows: 3.1 Pledgor (i) is a corporation duly organized, validly existing and in good standing under the laws of the State of Nevada with all requisite corporate power and authority under the laws of such State to enter into this Agreement and to perform its obligations hereunder and to consummate the transactions contemplated hereby, (ii) is duly qualified, authorized to do business and in good standing in each jurisdiction where the character of its properties or the nature of its activities makes such qualification necessary and (iii) has the full right, power and authority (A) to carry on its business as now being conducted and as proposed to be conducted by it, (B) to execute and deliver, and perform its obligations under the Indenture, this Agreement and any other agreements to which it is a party pursuant to the Indenture, (C) to take all action as may be necessary to consummate the transactions contemplated under the Indenture and (D) to pledge and assign the Stock. 3.2 None of Pledgor's execution and delivery of this Agreement, its consummation of the transactions contemplated hereby or its compliance with the terms thereof (a) Pledgor is the legalviolate any requirement of law, record and beneficial owner regulation or statute, (b) violate any provision of, and has good and marketable title toor result in the breach or acceleration of or entitle any Person to accelerate any material obligation under, the Interestany indenture, subject to no mortgage, lien, lease, agreement, license, pledge, chargeguarantee or other document to which Pledgor is a party or by which Pledgor or its property is bound, encumbrance, security interest(c) does or will contravene or result in any breach of or constitute any default under, or adverse claims result in or rights whatsoeverrequire the creation of any lien upon any of its property under, except any agreement or instrument to which it is a party or by which it or any of its properties may be bound or affected or (d) violate the lien, pledge, and security interest created by this Agreement;certificate or articles of incorporation or by-laws (or other organizational documents) of Pledgor. (b) The Interest 3.3 This Agreement has been duly authorized, executed and validly issueddelivered by Pledgor, has not been amended or otherwise modified, is fully paid in full force and non-assessableeffect, and is binding upon and enforceable against Pledgor in accordance with its terms, except to the extent that enforceability may be limited by applicable bankruptcy, insolvency, moratorium, reorganization or other similar laws affecting the enforcement of creditors' rights and by the effect of general equitable principles. 3.4 Except as has been fully paid previously obtained and are in full force and effect, no consent of any other party (including, without limitation, any creditor, shareholder or partner of Pledgor) and no consent, authorization, approval, order, registration, or other action by, and no notice to or filing with, any governmental authority or regulatory body is required either (i) for the pledge by Pledgor and constitutes the ownership percentage of the issued and outstanding membership/ownership interests of the entity in which an Interest is held by Pledgor; (c) The pledge, assignment and delivery of the Collateral pursuant to this Agreement creates or for the execution, delivery or performance of this Agreement by Pledgor or (ii) for the exercise by the Trustee of the voting or other rights provided for in this Agreement or the remedies in respect of the Collateral pursuant to this Agreement. 3.5 Pledgor is the beneficial, lawful and record owner of and has full right, title and interest in and to the Stock, free and clear of any mortgages, liens, charges, or encumbrances of any kind. All of the outstanding shares of Stock are validly issued, fully paid and nonassessable securities. There are no outstanding options, warrants or other rights to subscribe or purchase stock or other equitable interests in any of the Pledged Subsidiaries. 3.6 Pledgor has not executed and is not aware of any effective financing statement, security agreement or other instrument similar in effect covering all or any part of the Collateral on file in any recording office, except such as may have been filed pursuant to this Agreement and the Indenture. 3.7 Upon filing the UCC-1 financing statements executed by Pledgor with respect to this Agreement at the office of the Secretary of State for the State of Nevada and the delivery to the Escrow Agent of all certificates or instruments representing or evidencing the Stock, Trustee (for the benefit of the Noteholders) will have a valid first lien on and a perfected first priority security interest in such Collateralthe Stock, securing payment and the proceeds thereof, subject to no prior lien, pledge, charge, encumbrance or security interest; (d) Neither the execution and delivery of this Agreement, nor the consummation performance of the transactions herein contemplated, Obligations. 3.8 Neither Pledgor nor compliance with the terms and provisions hereof will (i) contravene any provision of any law, statute, rule or regulation to which Pledgor is subject or any judgment, decree, award, franchise, order or permit applicable to Pledgor or the entity in which an Interest is held by Pledgor, or (ii) conflict with, be inconsistent with, or result in a breach of any of its Affiliates is an "investment company" or a company "controlled" by an "investment company," within the terms, covenants or provisions of, constitute a default under, or result in the creation or imposition of any lien, security interest, charge or other encumbrance upon any meaning of the properties or assets Investment Company Act of 1940, as amended. 3.9 The chief executive offices of Pledgor or are located at the entity address set forth in which an Interest is held by Pledgor (other than the lien and security interest contemplated by this Agreement) pursuant to the terms of any note, indenture, mortgage, deed of trust, agreement or other instrument to which Pledgor or the entity in which an Interest is held by Pledgor is a party or by which any of them may be bound or subject; (e) Pledgor has full power and authority to execute, deliver and perform this Agreement and to pledge and deliver the Collateral; (f) This Agreement constitutes the valid and binding obligation of Pledgor enforceable in accordance with its termsSection 15 below.

Representations and Warranties of Pledgor. Pledgor hereby represents and warrants to Pledgee Secured Party as of the date hereof as follows: (a) Pledgor No consent of any other person or entity (including, without limitation, any owner or creditor of Pledgor) which has not been obtained, is required in connection with the legalexecution, record and beneficial owner ofdelivery, and has good and marketable title toperformance, the Interest, subject to no lien, pledge, charge, encumbrance, security interest, validity or adverse claims or rights whatsoever, except the lien, pledge, and security interest created by enforceability of this Agreement;. (b) The Interest has been Pledgor is duly organized, validly existing and validly issued, is fully paid and non-assessable, has been fully paid for by Pledgor and constitutes in good standing under the ownership percentage laws of the issued state of its formation and outstanding membership/ownership interests has all requisite power and authority under the laws of the entity in which an Interest is held by Pledgor;such state and under its organizational and charter documents to enter into and perform its obligations under this Agreement. (c) The pledgePledgor has taken all necessary legal and other action to authorize the execution, assignment delivery and delivery performance of the Collateral pursuant to this Agreement, and this Agreement creates a constitutes the valid first lien on and a perfected first priority security interest binding obligation and agreement of Pledgor, enforceable in such Collateral, and the proceeds thereofaccordance with its terms, subject to no prior lienlimitations as to enforceability imposed by bankruptcy, pledgereorganization, chargemoratorium, encumbrance insolvency and other laws of general application relating to or security interest;affecting the enforceability of creditors' rights and to equitable principles. (d) Pledgor has not received any notice of default under any agreement or instrument to which Pledgor is a party or by which Pledgor or Pledgor's assets may be bound which default would have a material adverse effect on Pledgor's business, assets, property or financial or other condition, and Pledgor is not in default under any order, judgment, award or decree of any court, arbitrator or other governmental authority binding upon or affecting Pledgor or by which any of Pledgor's assets may be bound or affected. (e) Neither the execution and delivery of this Agreement, Agreement nor the consummation of the transactions herein contemplated, nor compliance by Pledgor with the terms and provisions hereof will (i) contravene any provision are events which of any lawthemselves, statute, rule or regulation to which Pledgor is subject or any judgment, decree, award, franchise, order or permit applicable to Pledgor with the giving of notice or the entity in which an Interest is held by passage of time, or both, would constitute, on the part of Pledgor, a violation of or (ii) conflict with, be inconsistent with, or result in a any breach of any of of, or default under, the terms, covenants conditions or provisions of, constitute or require any consent, permit, approval, authorization, declaration or filing (other than filings now or hereafter made by Pledgor as required under the Securities Exchange Act of 1934, as amended, as a default underresult hereof) which has not been made or obtained under or pursuant to, any statute, law, judgment, decree, order, rule or regulation applicable to Pledgor, the organizational and charter documents of Pledgor, if any, or any other agreement or instrument to which Pledgor is a party or by which Pledgor, or Pledgor's assets, are bound, or result in the creation or imposition of any lien, security interest, charge or other encumbrance upon Lien on any of the properties or assets of Pledgor Pledgor, and no such condition or event of itself, or with the giving of notice or the entity passage of time, or both, will result in which an Interest is held by Pledgor (other than the lien and security interest contemplated by this Agreement) pursuant to acceleration of the terms due date of any note, indenture, mortgage, deed obligation of trust, agreement or other instrument to which Pledgor or the entity in which an Interest is held by Pledgor is a party or by which any of them may be bound or subject; (e) Pledgor's assets are bound; provided, however, that the compliance by Pledgor has full power with the terms and authority provisions hereof is subject to execute, deliver all applicable Federal and perform this Agreement and to pledge and deliver the Collateral;state securities laws. (f) This Agreement constitutes Except as have been disclosed in the valid and binding obligation September 30, 2000 financial statements of Pledgor enforceable provided to Secured Party, there are no judgments presently outstanding and unsatisfied against Pledgor or any of Pledgor's assets, and neither Pledgor nor any of Pledgor's assets is a party to or the subject of any actions or suits or proceedings in accordance with its termsequity or by any governmental authorities, and no such litigation or proceeding has been threatened against Pledgor or against any of Pledgor's assets, and no investigation in contemplation of such litigation or proceeding has begun or is pending or has been threatened. (g) Pledgor's principal place of business and chief executive office is at the location identified in the first paragraph of this Agreement. (h) The financial statements of Pledgor and the Company furnished to Secured Party are true, correct and complete in all material respects and fairly present the financial condition of Pledgor and the Company as at the end of and for the reporting periods covered thereby. Except as shown on such financial statements, no borrowings have been made or indebtedness incurred by Pledgor or the Company which is outstanding and which might give rise to a lien or claim against any assets of Pledgor or Company. Except for the Permitted Indebtedness of Pledgor or Company, there are no liabilities, contingent or otherwise, or any unrealized or anticipated losses from unfavorable commitments, whether arising before or after the date of such financial statements, which are not disclosed in such financial statements. (i) As of the date hereof, each of Pledgor and Company, has filed or caused to be filed all United States, state, local and foreign income tax returns (if any) which are required to be filed and all United States, state, local and foreign tax returns other than income tax returns which are required to be filed and has paid or caused to be paid all taxes shown on such returns or on any assessment made against it and all other taxes, fees or other charges imposed on it by any governmental authority, agency or instrumentality which have become due and payable. No tax liens have been filed against Pledgor or Company or against any of their respective assets, and no material claims are being asserted against Pledgor or Company or any of their respective assets in respect of any taxes.

Representations and Warranties of Pledgor. Pledgor represents and warrants to Pledgee as followsPledgee, and covenants with Pledgee, that: (a) Exhibit A sets forth (i) the authorized capital stock or other equity interests of each Pledge Entity, (ii) the number of shares of capital stock or other equity interests of each Pledge Entity that are issued and outstanding as of the date hereof, and (iii) the percentage of the issued and outstanding shares of capital stock or other equity interests of each Pledge Entity held by Pledgor. Pledgor is the legal, record and beneficial owner of, and has good and marketable title to, the InterestPledged Shares, subject to no lienand such shares are and will remain free and clear of all pledges, pledge, charge, encumbranceliens, security interest, or adverse claims or rights interests and other encumbrances and restrictions whatsoever, except the lien, pledge, liens and security interest interests in favor of Pledgee created by this Agreement; (b) Except as set forth on Exhibit A, there are no outstanding options, warrants or other similar agreements with respect to the Pledged Shares or any of the other Pledged Collateral and Pledgor is the holder of 100% of the equity interests of each Pledge Entity; (c) This Agreement is the legal, valid and binding obligation of Pledgor, enforceable against Pledgor in accordance with its terms; (d) The Interest has Pledged Shares have been duly and validly authorized and issued, is are fully paid and non-assessable, has been fully paid for by Pledgor and constitutes the ownership percentage Pledged Shares listed on Exhibit A constitute all of the issued and outstanding membership/ownership capital stock or other equity interests of the entity in which an Interest is Pledge Entities held beneficially or otherwise by Pledgor; (ce) Except for a UCC-1 financing statement filed by Pledgee pursuant to this Agreement, no consent, approval or authorization of or designation or filing with any governmental or regulatory authority on the part of Pledgor is required in connection with the pledge and security interest granted under this Agreement; (f) The execution, delivery and performance of this Agreement will not violate any provision of any applicable law or regulation or of any order, judgment, writ, award or decree of any court, arbitrator or governmental authority, domestic or foreign, or of the articles or certificate of incorporation, bylaws or any other similar organizational documents of Pledgor or any Pledge Entity or of any securities issued by Pledgor or any Pledge Entity or of any mortgage, indenture, lease, contract, or other agreement, instrument or undertaking to which Pledgor or any Pledge Entity is a party or which purports to be binding upon Pledgor or any Pledge Entity or upon any of the assets of Pledgor or any Pledge Entity, and will not result in the creation or imposition of any lien, charge or encumbrance on or security interest in any of the assets of Pledgor or any Pledge Entity, except as otherwise contemplated by this Agreement; (g) The pledge, assignment and delivery of the Pledged Shares and the other Pledged Collateral pursuant to this Agreement creates a valid first lien on and a perfected first priority security interest in such Collateral, Pledged Shares and Pledged Collateral and the proceeds thereofthereof in favor of Pledgee, subject to no prior pledge, lien, pledgemortgage, hypothecation, security interest, charge, option or encumbrance or to any agreement purporting to grant to any third party a security interestinterest in the property or assets of Pledgor which would include the Pledged Shares or any other Pledged Collateral. Pledgor covenants and agrees that it will defend, for the benefit of Pledgee, Pledgee’s right, title and security interest in and to the Pledged Shares, the other Pledged Collateral and the proceeds thereof against the claims and demands of all other persons or entities; (dh) Neither the execution and delivery Each Pledged Share consisting of this Agreement, nor the consummation of the transactions herein contemplated, nor compliance with the terms and provisions hereof will either (i) contravene any provision of any law, statute, rule or regulation to which Pledgor a membership interest in a Person that is subject or any judgment, decree, award, franchise, order or permit applicable to Pledgor or the entity in which an Interest is held by Pledgor, a limited liability company or (ii) conflict with, be inconsistent with, or result a partnership interest in a breach of any Person that is a partnership (if any) are “securities” governed by Article 8 of the terms, covenants UCC. Certificates evidencing such membership interests or provisions of, constitute a default under, or result in partnership interests (if any) have been issued to Pledgor by the creation or imposition applicable Person. Pledgor will not cause and will not permit any Pledged Entity to “opt-out” of any lien, security interest, charge or other encumbrance upon any Article 8 of the properties UCC. Pledgor will not take, and will not permit any Pledged Entity to take, any actions to cause the capital stock, membership interests, partnership interests or assets similar equity interests of Pledgor or such Pledge Entity (if any) to cease to be classified as “securities” governed by Article 8 of the entity in which an Interest is held by Pledgor (other than the lien and security interest contemplated by this Agreement) pursuant to the terms of any note, indenture, mortgage, deed of trust, agreement or other instrument to which Pledgor or the entity in which an Interest is held by Pledgor is a party or by which any of them may be bound or subjectUCC; (ei) Neither Pledgor nor the Pledge Entities (i) will become a person whose property or interests in property are blocked or subject to blocking pursuant to Section 1 of Executive Order 13224 of September 23, 2001 Blocking Property and Prohibiting Transactions with Persons Who Commit, Threaten to Commit or Support Terrorism (66 Fed. Reg. 49079(2001), (ii) will engage in any dealings or transactions prohibited by Section 2 of such executive order, or (iii) will otherwise become a person on the list of Specially Designated Nationals and Blocked Persons or subject to the limitations or prohibitions under any other Office of Foreign Asset Control regulation or executive order; and (j) Pledgor has full power shall pledge to Pledgee for the benefit of the Buyers up to 65% of the outstanding equity interests of any current or future Subsidiary that may be organized in any non-United States jurisdiction and authority that is treated as a corporation for United States federal income tax purposes (and 100% of the outstanding equity securities for all non-United States subsidiaries that are not treated as a corporation for the United States federal income tax purposes) and shall deliver such equity certificates (if any) and shall enter into, and shall cause all such non-United States Subsidiaries to executeenter into, deliver and perform this Agreement and to pledge and deliver the Collateral; (f) This Agreement constitutes the valid and binding obligation of Pledgor enforceable such documents in accordance with its termsconnection therewith as shall be reasonably requested by Pledgee.

Representations and Warranties of Pledgor. Pledgor represents and warrants to the Pledgee as follows(which representations and warranties shall be deemed to continue to be made until all of the Obligations have been paid in full and each Document and each agreement and instrument entered into in connection therewith has been irrevocably terminated) that: (a) the execution, delivery and performance by Pledgor is of this Agreement and the legalpledge of the Collateral hereunder do not and will not result in any violation of any agreement, record and beneficial owner ofindenture, and has good and marketable title toinstrument, the Interestlicense, subject judgment, decree, order, law, statute, ordinance or other governmental rule or regulation applicable to no lien, pledge, charge, encumbrance, security interest, or adverse claims or rights whatsoever, except the lien, pledge, and security interest created by this AgreementPledgor; (b) The Interest has been duly and validly issued, is fully paid and non-assessable, has been fully paid for by Pledgor and this Agreement constitutes the ownership percentage legal, valid, and binding obligation of the issued and outstanding membership/ownership interests of the entity Pledgor enforceable against Pledgor in which an Interest is held by Pledgoraccordance with its terms; (ci) The pledge, assignment all Pledged Stock owned by Pledgor is set forth on SCHEDULE A hereto and delivery (ii) Pledgor is the direct and beneficial owner of each share of the Collateral pursuant to this Agreement creates a valid first lien on and a perfected first priority security interest in such Collateral, and the proceeds thereof, subject to no prior lien, pledge, charge, encumbrance or security interestPledged Stock; (d) Neither the execution and delivery of this Agreement, nor the consummation all of the transactions herein contemplated, nor compliance with the terms and provisions hereof will (i) contravene any provision of any law, statute, rule or regulation to which Pledgor is subject or any judgment, decree, award, franchise, order or permit applicable to Pledgor or the entity in which an Interest is held by Pledgor, or (ii) conflict with, be inconsistent with, or result in a breach of any shares of the termsPledged Stock have been duly authorized, covenants or provisions of, constitute a default under, or result in the creation or imposition of any lien, security interest, charge or other encumbrance upon any of the properties or assets of Pledgor or the entity in which an Interest is held by Pledgor (other than the lien validly issued and security interest contemplated by this Agreement) pursuant to the terms of any note, indenture, mortgage, deed of trust, agreement or other instrument to which Pledgor or the entity in which an Interest is held by Pledgor is a party or by which any of them may be bound or subjectare fully paid and nonassessable; (e) no consent or approval of any person, corporation, governmental body, regulatory authority or other entity is or will be necessary for (i) the execution, delivery and performance of this Agreement, (ii) the exercise by the Pledgee of any rights with respect to the Collateral or (iii) the pledge and assignment of, and the grant of a security interest in, the Collateral hereunder; (f) except as set forth on SCHEDULE B hereto, there are no pending or, to the best of Pledgor's knowledge, threatened actions or proceedings before any court, judicial body, administrative agency or arbitrator which may materially adversely affect the Collateral; (g) Pledgor has full the requisite power and authority to execute, deliver and perform enter into this Agreement and to pledge and deliver assign the CollateralCollateral to the Pledgee in accordance with the terms of this Agreement; (fh) This Pledgor owns each item of the Collateral and, except for the pledge and security interest granted to Pledgee hereunder, the Collateral shall be, immediately following the closing of the transactions contemplated by the Documents, free and clear of any other security interest, pledge, claim, lien, charge, hypothecation, assignment, offset or encumbrance whatsoever (collectively, "LIENS"); (i) there are no restrictions on transfer of the Pledged Stock contained in the certificate of incorporation or by-laws (or equivalent organizational documents) of the Issuer or otherwise which have not otherwise been enforceably and legally waived by the necessary parties; (j) none of the Pledged Stock has been issued or transferred in violation of the securities registration, securities disclosure or similar laws of any jurisdiction to which such issuance or transfer may be subject; (k) the pledge and assignment of the Collateral and the grant of a security interest under this Agreement constitutes vest in the valid and binding obligation Pledgee all rights of Pledgor enforceable in accordance with its termsthe Collateral as contemplated by this Agreement; and (l) The Pledged Stock constitutes one hundred percent (100%) of the issued and outstanding shares of capital stock of each Issuer.

Representations and Warranties of Pledgor. Pledgor hereby represents and warrants to Pledgee Agent and the other Secured Parties as follows: follows (which representations and warranties shall be deemed continuing): (a) Pledgor is the legal, record legal and beneficial owner of, and has good and marketable title to, of the Interest, subject to no lien, pledge, charge, encumbrance, security interest, or adverse claims or rights whatsoever, except the lien, pledge, and security interest created by this Agreement; Pledged Collateral identified on Annex A; (b) The Interest has all of the Equity Interests have been duly and validly issued, is are fully paid and non-assessablenonassessable, has been fully paid for and are owned by Pledgor free of any Liens except for Agent’s security interest hereunder and the Permitted Liens; (c) the Pledged Collateral constitutes the ownership percentage of the issued and outstanding membership/ownership interests Equity Interests of each of the entity in which an Interest is held by Pledgor; Companies identified on Annex A hereto; (cd) The pledge, assignment and delivery there are no contractual or charter restrictions upon the voting rights or upon the transfer of any of the Pledged Collateral; (e) Except as required under the Intercreditor Agreement, Pledgor has the right to vote, pledge and grant a security interest in or otherwise transfer the Pledged Collateral without the consent of any other Person and free of any Liens and applicable restrictions imposed by any governmental authority, and without any restriction under the organizational documents of Pledgor or any Company or any agreement among Pledgor’s or any Company’s shareholders, partners or members; (f) this Agreement has been duly authorized, executed and delivered by Pledgor and constitutes a legal, valid and binding obligation of Pledgor, enforceable in accordance with its terms except to the extent that the enforceability thereof may be limited by bankruptcy, insolvency or other similar laws of general application affecting the enforcement of creditors’ rights; (g) the execution, delivery and performance by Pledgor of this Agreement and the exercise by Agent of its rights and remedies hereunder do not and will not result in the violation of any of the organizational documents of Pledgor, any agreement, indenture, instrument or law by which Pledgor or any Company is bound or to which Pledgor or any Company is subject (except that Pledgor makes no representation or warranty with respect to Agent’s prospective compliance with any federal or state laws or regulations governing the sale or exchange of securities); (h) no consent, filing, approval, registration or recording is required (1) for the pledge by Pledgor of its respective portion of the Pledged Collateral pursuant to this Agreement creates or (2) except for the filing of an appropriate UCC financing statement, to perfect the Lien created by this Agreement (to the extent that a valid first lien on and Lien created by this Agreement can be perfected by filing a perfected first priority security interest in such Collateral, and the proceeds thereof, subject to no prior lien, pledge, charge, encumbrance or security interest; (d) Neither the execution and delivery of this Agreement, nor the consummation of the transactions herein contemplated, nor compliance with the terms and provisions hereof will financing statement); (i) contravene any provision none of any law, statute, rule or regulation to which Pledgor is subject or any judgment, decree, award, franchise, order or permit applicable to Pledgor or the entity in which an Interest Pledged Collateral is held by Pledgor, or (ii) conflict with, be inconsistent with, or result in a breach of any of the terms, covenants or provisions of, constitute a default under, or result maintained in the creation form of a securities entitlement or imposition of credited to any liensecurities account; and (j) if the Pledged Collateral is certificated, security interest, charge Pledgor shall cause such certificates or other encumbrance upon any of the properties documents evidencing or assets of Pledgor or the entity representing such Pledged Collateral, accompanied by Powers, all in which an Interest is held by Pledgor (other than the lien form and security interest contemplated by this Agreement) pursuant substance satisfactory to the terms of any note, indenture, mortgage, deed of trust, agreement or other instrument Agent and Required Holders to which Pledgor or the entity in which an Interest is held by Pledgor is a party or by which any of them may be bound or subject; (e) Pledgor has full power and authority delivered to execute, deliver and perform this Agreement and to pledge and deliver the Collateral; (f) This Agreement constitutes the valid and binding obligation of Pledgor enforceable in accordance with its termsAgent.

Representations and Warranties of Pledgor. 3.1. Each Pledgor hereby jointly and severally represents and warrants to Pledgee warrants, as followsof the date hereof, that: (a) Pledgor is Pledgors (i) are the legal, record and beneficial owner owners of, and has have good and marketable title to, the Interest, subject to no lien, pledge, charge, encumbrance, security interest, or adverse claims or rights whatsoever, except the lien, pledgeMerchant Accounts, and security interest created by this Agreement; (bii) The Interest will have good and marketable title to the Merchant Accounts hereafter acquired, in any case, free and clear of all claims, liens, options and encumbrances of any kind, and has been duly not and validly issued, is fully paid and non-assessable, has been fully paid for by Pledgor and constitutes the ownership percentage of the issued and outstanding membership/ownership interests of the entity in which an Interest is held by Pledgor; (c) The pledge, assignment and delivery of the Collateral pursuant will not pledge or grant to this Agreement creates any other person a valid first lien on and a perfected first priority security interest in such Collateralthe Merchant Accounts, and the proceeds thereof, subject to no prior lien, pledge, charge, encumbrance or security interest; (d) Neither the execution and delivery of this Agreement, nor the consummation of the transactions herein contemplated, nor compliance with the terms and provisions hereof will (i) contravene any provision of any law, statute, rule or regulation to which Pledgor is subject or any judgment, decree, award, franchise, order or permit applicable to Pledgor or the entity in which an Interest is held by Pledgor, or (ii) conflict with, be inconsistent with, or result in a breach of any of the terms, covenants or provisions of, constitute a default under, or result in the creation or imposition of any lien, security interest, charge or other encumbrance upon any of the properties or assets of Pledgor or the entity in which an Interest is held by Pledgor (other than the lien and security interest except as contemplated by this Agreement) pursuant to the terms of any note, indenture, mortgage, deed of trust, agreement or other instrument to which Pledgor or the entity in which an Interest is held by Pledgor is a party or by which any of them may be bound or subject; (e) Note. Each Pledgor has full the right, power and authority to execute, deliver and perform this Pledge Agreement and to pledge pledge, grant security interest in and deliver assign the Collateral;Collateral to the Secured Party as described herein. (fb) Pledgors are the sole holders of the Merchant Accounts and no other person has any right to or is named as an owner of any Merchant Account. The execution, delivery and performance of this Pledge Agreement by each Pledgor (i) are within the power and authority of the Pledgor, and (ii) have been duly authorized by all necessary entity action. This Agreement constitutes the legal, valid and binding obligation of each Pledgor, enforceable against each Pledgor enforceable in accordance with its terms. Further, the execution, delivery and performance of this Pledge Agreement by each Pledgor will not cause a violation of or a default under (i) any mortgage, lease or other agreement, oral or written, to which such Pledgor is a party or by which any of its assets are subject, or (ii) any pending litigation, judgment, decree, arbitration award, governmental order, statute, rule or regulation to which such Pledgor is subject, nor will this Pledge Agreement cause a dissolution or other termination of any Pledgor. (c) The pledge, assignment, lien and security interest granted pursuant to this Pledge Agreement constitutes a valid, perfected first priority pledge, assignment, lien and security interest of or in all of the Collateral owned by Pledgors, enforceable as such against each Pledgor, all creditors of Pledgors and any person or entity purporting to purchase or otherwise acquire any Collateral from Pledgors (subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting the rights of creditors generally). (d) The organizational documents of each Pledgor, as amended to date, are in full force and effect and no Pledgor is in default in the observance or performance of any term, covenant or condition of its organizational documents. True, correct and complete copies of such organizational documents have been provided to Secured Party. (e) No approval by, authorization of, or filing with any federal, State or other governmental commission, agency or authority is necessary (i) in connection with the execution, delivery and performance by any Pledgor of this Pledge Agreement or the Note to which such Pledgor is a party, if any, or (ii) to perfect the security interests granted herein, except the filing of UCC Financing Statements pursuant to the Code. (f) No approval by or authorization or consent of any other person is necessary to authorize or validate the execution and delivery of this Pledge Agreement, or if such approval, authorization, or consent is necessary, such approval, authorization or consent has been obtained and a copy thereof has been provided to the Secured Party on the date hereof. (g) No Pledgor has issued or agreed to issue any options, puts, calls or other securities convertible into or exchangeable for, the Merchant Accounts, or any portion thereof and except as set forth in its organizational documents, no other person or entity has any claim on any portion of the Merchant Accounts. Upon the occurrence of an Event of Default, if the Secured Party were to exercise its remedies hereunder, the Secured Party shall have all rights accruing to the Merchant Accounts. (h) There are no setoffs, counterclaims or defenses with respect to the Collateral owned by any Pledgor and no agreement, oral or written, has been made with any other person or party under which any deduction or discount may be claimed with respect to such Collateral, and no Pledgor knows of any fact which would prohibit or prevent any Pledgor from receiving all of such, or assigning or granting a security interest in the Collateral. (i) Each Pledgor will be benefited, directly and indirectly, by the Lender’s making the Note to the Company. (j) The transactions contemplated by this Pledge Agreement do not violate and do not require that any filing, registration or other act be taken with respect to any and all laws pertaining to the registration or transfer of securities, including without limitation the Securities Act of 1933, as amended, and any and all rules and regulations promulgated thereunder or any applicable state securities laws (collectively, the “Securities Laws”), as such laws are amended and in effect from time to time. Each Pledgor shall at all times comply with the Securities Laws as the same pertain to all or any portion of the Collateral or any of the transactions contemplated by this Pledge Agreement. (k) The execution and delivery by each Pledgor of this Pledge Agreement, the Guaranty and the Note to which such Pledgor is a party have been duly authorized by all necessary and appropriate action under Utah and California law, as applicable, and Pledgors’ organizational documents. (l) Within 10 days from the date of this Agreement the Pledgors shall notify the bank(s) (each a “Merchant Bank” and, collectively, the “Merchant Banks”), listed on Schedule B attached hereto and made part hereof, where the Merchant Accounts are held that the Pledgors have pledged security interests in the Collateral and/or Merchant Accounts, and regarding the terms and conditions of this Pledge Agreement. The Pledgors shall undertake to cause each such Merchant Bank and any other owner of the Merchant Accounts to execute and deliver to the Lender the acknowledgement of this Agreement and the pledge of the Collateral, all in the form of Annex A annexed hereto.

Representations and Warranties of Pledgor. Pledgor hereby represents and warrants to Pledgee Agent and Lenders as follows: follows (which representations and warranties shall be deemed continuing): (a) such Pledgor is the legal, record legal and beneficial owner of, and has good and marketable title to, of its respective portion of the Interest, subject to no lien, pledge, charge, encumbrance, security interest, or adverse claims or rights whatsoever, except the lien, pledge, and security interest created by this Agreement; Pledged Collateral identified on Annex A; (b) The Interest has all of the Equity Interests have been duly and validly issued, is are fully paid and non-assessablenonassessable, has been fully paid and are owned by such Pledgor free of any Liens except for by Pledgor Agent’s security interest hereunder and under the Credit Agreement; (c) the Pledged Collateral constitutes the ownership percentage of the issued and outstanding membership/ownership interests Equity Interests of each of the entity in which an Interest is held by Pledgor; Companies identified on Annex A hereto; (cd) The pledge, assignment and delivery there are no contractual or charter restrictions upon the voting rights or upon the transfer of any of the Pledged Collateral; (e) such Pledgor has the right to vote, pledge and grant a security interest in or otherwise transfer its respective portion of the Pledged Collateral without the consent of any other Person and free of any Liens and applicable restrictions imposed by any governmental authority, and without any restriction under the Organizational Documents of such Pledgor or any Company or any agreement among such Pledgor’s or any Company’s shareholders, partners or members; (f) this Agreement has been duly authorized, executed and delivered by such Pledgor and constitutes a legal, valid and binding obligation of such Pledgor, enforceable in accordance with its terms except to the extent that the enforceability thereof may be limited by bankruptcy, insolvency or other similar laws of general application affecting the enforcement of creditors’ rights; (g) the execution, delivery and performance by such Pledgor of this Agreement and the exercise by Agent of its rights and remedies hereunder do not and will not result in the violation of any of the Organizational Documents of such Pledgor, any agreement, indenture, instrument or Law by which such Pledgor or any Company is bound or to which such Pledgor or any Company is subject (except that such Pledgor makes no representation or warranty with respect to Agent’s prospective compliance with any federal or state laws or regulations governing the sale or exchange of securities); (h) no consent, filing, approval, registration or recording is required (1) for the pledge by such Pledgor of its respective portion of the Pledged Collateral pursuant to this Agreement creates or (2) except for the filing of an appropriate UCC financing statement, to perfect the Lien created by this Agreement (to the extent that a valid first lien on and Lien created by this Agreement can be perfected by filing a perfected first priority security interest in such Collateral, and the proceeds thereof, subject to no prior lien, pledge, charge, encumbrance or security interest; (d) Neither the execution and delivery of this Agreement, nor the consummation of the transactions herein contemplated, nor compliance with the terms and provisions hereof will financing statement); (i) contravene any provision none of any law, statute, rule or regulation to which Pledgor is subject or any judgment, decree, award, franchise, order or permit applicable to Pledgor or the entity in which an Interest Pledged Collateral is held by Pledgor, or (ii) conflict with, be inconsistent with, or result in a breach of any of the terms, covenants or provisions of, constitute a default under, or result maintained in the creation form of a securities entitlement or imposition of credited to any liensecurities account; and (j) if the Pledged Collateral is certificated, security interest, charge Pledgor shall cause such certificates or other encumbrance upon any of the properties documents evidencing or assets of Pledgor or the entity representing such Pledged Collateral, accompanied by Powers, all in which an Interest is held by Pledgor (other than the lien form and security interest contemplated by this Agreement) pursuant substance satisfactory to the terms of any note, indenture, mortgage, deed of trust, agreement or other instrument Agent to which Pledgor or the entity in which an Interest is held by Pledgor is a party or by which any of them may be bound or subject; (e) Pledgor has full power and authority delivered to execute, deliver and perform this Agreement and to pledge and deliver the Collateral; (f) This Agreement constitutes the valid and binding obligation of Pledgor enforceable in accordance with its termsAgent.

Representations and Warranties of Pledgor. Pledgor represents and warrants to Pledgee as followsPledgee, and covenants with Pledgee, that: (a) Exhibit A sets forth (i) the authorized capital stock or other equity interests of each Pledge Entity, (ii) the number of shares of capital stock or other equity interests of each Pledge Entity that are issued and outstanding as of the date hereof, and (iii) the percentage of the issued and outstanding shares of capital stock or other equity interests of each Pledge Entity held by Pledgor. Pledgor is the legal, record and beneficial owner of, and has good and marketable title to, the InterestPledged Shares, subject to no lienand such shares or other equity interests are and will remain free and clear of all pledges, pledge, charge, encumbranceliens, security interest, or adverse claims or rights interests and other encumbrances and restrictions whatsoever, except the lien, pledge, liens and security interest interests in favor of Pledgee created by this Agreement; (b) The Interest has Except as set forth on Exhibit A, there are no outstanding options, warrants or other similar agreements with respect to the Pledged Shares or any of the other Pledged Collateral; (c) this Agreement is the legal, valid and binding obligation of the Pledgor, enforceable against the Pledgor in accordance with its terms; (d) the Pledged Shares have been duly and validly authorized and issued, is are fully paid and non-assessable, has been fully paid for by Pledgor and constitutes the ownership percentage Pledged Shares listed on Exhibit A constitute all of the issued and outstanding membership/ownership capital stock or other equity interests of the entity in which an Interest is held by PledgorPledge Entities; (ce) The no consent, approval or authorization of or designation or filing with any governmental or regulatory authority on the part of Pledgor is required in connection with the pledge and security interest granted under this Agreement; (f) the execution, delivery and performance of this Agreement will not violate any provision of any applicable law or regulation or of any order, judgment, writ, award or decree of any court, arbitrator or governmental authority, domestic or foreign, or of the articles or certificate of incorporation, bylaws or any other similar organizational documents of Pledgor or any Pledge Entity or of any securities issued by Pledgor or any Pledge Entity or of any mortgage, indenture, lease, contract, or other agreement, instrument or undertaking to which Pledgor or any Pledge Entity is a party or which purports to be binding upon Pledgor or any Pledge Entity or upon any of the assets of Pledgor or any Pledge Entity, and will not result in the creation or imposition of any lien, charge or encumbrance on or security interest in any of the assets of Pledgor or any Pledge Entity, except as otherwise contemplated by this Agreement; (g) the pledge, assignment and delivery of the Pledged Shares and the other Pledged Collateral pursuant to this Agreement creates a valid first lien on and a perfected first priority security interest in such Collateral, Pledged Shares and Pledged Collateral and the proceeds thereofthereof in favor of Pledgee, subject to no prior pledge, lien, pledgemortgage, hypothecation, security interest, charge, option or encumbrance or to any agreement purporting to grant to any third party a security interestinterest in the property or assets of Pledgor which would include the Pledged Shares or any other Pledged Collateral. Pledgor covenants and agrees that it will defend, for the benefit of Pledgee, Pledgee’s right, title and security interest in and to the Pledged Shares, the other Pledged Collateral and the proceeds thereof against the claims and demands of all other persons or entities; (dh) Neither the execution and delivery Each Pledged Share consisting of this Agreement, nor the consummation of the transactions herein contemplated, nor compliance with the terms and provisions hereof will either (i) contravene any provision of any law, statute, rule or regulation to which Pledgor a membership interest in a Person that is subject or any judgment, decree, award, franchise, order or permit applicable to Pledgor or the entity in which an Interest is held by Pledgor, a limited liability company or (ii) conflict witha partnership interest in a Person that is a partnership (if any) are “securities” governed by Article 8 of the UCC. Certificates evidencing such membership interests or partnership interests (if any) have been issued to Pledgor by the applicable Person. Pledgor covenants it will not cause and will not permit any Pledged Entity to “opt-out” of Article 8 of the UCC, and Pledgor will not take, and will not permit any Pledged Entity to take, any actions to cause the capital stock, membership interests, partnership interests or similar equity interests of such Pledged Entity (if any) to cease to be inconsistent withclassified as “securities” governed by Article 8 of the UCC; and (i) Neither Pledgor nor the Pledged Entities (i) will become a person whose property or interests in property are blocked or subject to blocking pursuant to Section 1 of Executive Order 13224 of September 23, 2001 Blocking Property and Prohibiting Transactions with Persons Who Commit, Threaten to Commit or Support Terrorism (66 Fed. Reg. 49079(2001), (ii) will engage in any dealings or transactions prohibited by Section 2 of such executive order, or result in (iii) will otherwise become a breach person on the list of any of the terms, covenants Specially Designated Nationals and Blocked Persons or provisions of, constitute a default under, or result in the creation or imposition of any lien, security interest, charge or other encumbrance upon any of the properties or assets of Pledgor or the entity in which an Interest is held by Pledgor (other than the lien and security interest contemplated by this Agreement) pursuant subject to the terms limitations or prohibitions under any other Office of any note, indenture, mortgage, deed of trust, agreement Foreign Asset Control regulation or other instrument to which Pledgor or the entity in which an Interest is held by Pledgor is a party or by which any of them may be bound or subject; (e) Pledgor has full power and authority to execute, deliver and perform this Agreement and to pledge and deliver the Collateral; (f) This Agreement constitutes the valid and binding obligation of Pledgor enforceable in accordance with its termsexecutive order.

Representations and Warranties of Pledgor. Pledgor represents and warrants to the Pledgee (which, except as followsotherwise provided below, representations and warranties shall be deemed to continue to be made until all of the Obligations have been paid in full and each Document and each agreement and instrument entered into in connection therewith has been irrevocably terminated) that: (a) the execution, delivery and performance by the Pledgor is of this Agreement and the legalpledge of the Collateral hereunder do not and will not result in any violation of any agreement, record and beneficial owner ofindenture, and has good and marketable title toinstrument, license, judgment, decree, order, law, statute, ordinance or other governmental rule or regulation applicable to the Interest, subject to no lien, pledge, charge, encumbrance, security interest, or adverse claims or rights whatsoever, except the lien, pledge, and security interest created by this AgreementPledgor; (b) The Interest has been duly and validly issued, is fully paid and non-assessable, has been fully paid for by Pledgor and this Agreement constitutes the ownership percentage legal, valid, and binding obligation of the issued and outstanding membership/ownership interests of Pledgor enforceable against the entity Pledgor in which an Interest is held by Pledgoraccordance with its terms; (ci) The pledge, assignment all Pledged Stock owned by the Pledgor is set forth on Schedule A hereto and delivery (ii) the Pledgor is the direct and beneficial owner of each share of the Collateral pursuant to this Agreement creates a valid first lien on and a perfected first priority security interest in such Collateral, and the proceeds thereof, subject to no prior lien, pledge, charge, encumbrance or security interestPledged Stock; (d) Neither the execution and delivery of this Agreement, nor the consummation all of the transactions herein contemplated, nor compliance with the terms and provisions hereof will (i) contravene any provision of any law, statute, rule or regulation to which Pledgor is subject or any judgment, decree, award, franchise, order or permit applicable to Pledgor or the entity in which an Interest is held by Pledgor, or (ii) conflict with, be inconsistent with, or result in a breach of any shares of the termsPledged Stock have been duly authorized, covenants or provisions of, constitute a default under, or result in the creation or imposition of any lien, security interest, charge or other encumbrance upon any of the properties or assets of Pledgor or the entity in which an Interest is held by Pledgor (other than the lien validly issued and security interest contemplated by this Agreement) pursuant to the terms of any note, indenture, mortgage, deed of trust, agreement or other instrument to which Pledgor or the entity in which an Interest is held by Pledgor is a party or by which any of them may be bound or subjectare fully paid and nonassessable; (e) no consent or approval of any person, corporation, governmental body, regulatory authority or other entity is or will be necessary for (i) the execution, delivery and performance of this Agreement, (ii) the exercise by the Pledgee of any rights with respect to the Collateral or (iii) the pledge and assignment of, and the grant of a security interest in, the Collateral hereunder; (f) there are no pending or, to the best of the Pledgor’s knowledge, threatened actions or proceedings before any court, judicial body, administrative agency or arbitrator which may materially adversely affect the Collateral; (g) the Pledgor has full the requisite power and authority to execute, deliver and perform enter into this Agreement and to pledge and deliver assign the CollateralCollateral to the Pledgee in accordance with the terms of this Agreement; (fh) This the Pledgor owns each item of the Collateral and, except for the pledge and security interest granted to Pledgee hereunder, the Collateral shall be, immediately following the closing of the transactions contemplated by the Documents, free and clear of any other security interest, mortgage, pledge, claim, lien, charge, hypothecation, assignment, offset or encumbrance whatsoever (collectively, “Liens”); (i) there are no restrictions on transfer of the Pledged Stock contained in the articles of incorporation or by-laws (or equivalent organizational documents) of the Issuer or otherwise which have not otherwise been enforceably and legally waived by the necessary parties; (j) none of the Pledged Stock has been issued or transferred in violation of the securities registration, securities disclosure or similar laws of any jurisdiction to which such issuance or transfer may be subject; (k) the pledge and assignment of the Collateral and the grant of a security interest under this Agreement vest in the Pledgee all rights of the Pledgor in the Collateral as contemplated by this Agreement; and (l) as of the date hereof, the Pledged Stock constitutes one hundred percent (100%) of the valid issued and binding obligation outstanding shares of Pledgor enforceable in accordance with its termscapital stock of the Issuer.

Representations and Warranties of Pledgor. The Pledgor represents and warrants to Pledgee as followsthat: (a) Pledgor is the legal, record and beneficial owner ofIt has, and has good duly exercised, all requisite power and marketable title toauthority to enter into this Pledge Agreement, to pledge the Interest, subject Pledged Assets for the purposes described in the recitals to no lien, pledge, charge, encumbrance, security interest, or adverse claims or rights whatsoever, except the lien, pledgethis Pledge Agreement, and security interest created to carry out the transactions contemplated by this Pledge Agreement; (b) It is the legal and beneficial owner of all of the Pledged Assets; (c) The Interest has Pledged Securities constitute all of the issued and outstanding Capital Securities of each issuer thereof; (d) All of the Pledged Securities have been duly and validly issued, is are fully paid and non-assessablenonassessable, has been fully paid for by Pledgor and constitutes the ownership percentage all of the issued and outstanding membership/ownership interests Pledged Assets are owned by the Pledgor free of any pledge, mortgage, hypothecation, lien, charge, encumbrance or security interest in or on such Pledged Assets or the entity in which an Interest is held by Pledgorproceeds thereof, except for that granted hereunder; (ce) The pledge, assignment execution and delivery of this Pledge Agreement, and the Collateral pursuant performance of its terms, will not result in any violation of any provision of the Organizational Documents of the Pledgor or the applicable issuer of the Pledged Securities or violate or constitute a default under the terms of any agreement, indenture or other instrument, license, judgment, decree, order, law, statute, ordinance or other governmental rule or regulation, applicable to the Pledgor or any of its property; and (f) Upon the delivery of all certificates and instruments evidencing the Pledged Securities to the Agent or its agent and the filing of a financing statement in the filing office described in Schedule 2 hereto naming the Pledgor as debtor, the Agent as secured party and describing the Pledged Assets, this Pledge Agreement creates will create a valid first lien on upon and a perfected first priority security interest in such Collateral, the Pledged Assets and the proceeds thereof, subject to no prior security interest, lien, pledgecharge or encumbrance, charge, encumbrance or agreement purporting to grant to any third party a security interest;interest in the property or assets of the Pledgor which would include the Pledged Assets. (dg) Neither The Pledgor's chief executive office within the execution and delivery meaning of ss. 9-103(3)(d) of the UCC, is listed on Schedule 2 hereto. (h) None of the Pledged Securities is, nor at any time during the term of this AgreementPledge Agreement will be, nor the consummation of the transactions herein contemplated, nor compliance with the terms and provisions hereof will (i) contravene any provision of any lawdealt in or traded on securities exchanges or in securities markets, statute, rule or regulation to which Pledgor is subject or any judgment, decree, award, franchise, order or permit applicable to Pledgor or the entity in which an Interest is held by Pledgor, or (ii) conflict with, be inconsistent with, or result in a breach of any expressly governed by Article 8 ("Article 8") of the terms, covenants or provisions of, constitute a default under, or result in the creation or imposition of any lien, security interest, charge or other encumbrance upon any of the properties or assets of Pledgor or the entity in which an Interest is held by Pledgor (other than the lien and security interest contemplated by this Agreement) UCC pursuant to the terms of any notethe Organizational Documents, indenture(iii) an investment company security (as defined in UCC ss. 8-103 of Article 8) or (iv) held in a securities account (as defined in UCC ss. 8-501 of Article 8). (i) No authorization, mortgageapproval, deed of trust, agreement or other instrument action by, and no notice to which or filing with, any governmental authority or regulatory body or any other Person is required for (1) the pledge by the Pledgor of the Pledged Assets pursuant to this Pledge Agreement, (2) the creation and perfection of a first priority security interest in the Pledged Assets in favor of the Banks or for the execution, delivery or performance of this Pledge Agreement by the Pledgor or (3) for the entity exercise by the Agent on behalf of the Banks of the remedies in which an Interest is held by Pledgor is a party or by which any respect of them the Pledged Assets pursuant to this Pledge Agreement (except as may be bound or subject; (e) Pledgor has full power and authority to execute, deliver and perform this Agreement and to pledge and deliver required by the Collateral; (f) This Agreement constitutes the valid and binding obligation of Pledgor enforceable in accordance with its termsUCC).

Representations and Warranties of Pledgor. Pledgor represents and warrants to Pledgee Secured Party as follows, as of the date hereof and the date of each Advance: (a) The Interests have been duly authorized and validly issued, and are fully paid and non-assessable. (b) On the Transaction Closing Date hereof, the Interests constituting Pledged Collateral will equal not less than sixteen and two-tenths percent (16.2%) of all of the issued and outstanding common stock of the Company. There is no preferred stock of the Company issued or outstanding. (c) Pledgor is the sole legal, record and beneficial owner of the Pledged Collateral, free and clear of any Lien, option or other interest (including, without limitation, any contract or other agreement to sell or otherwise transfer). (d) Pledgor (i) is a company duly organized, validly existing and in good standing under the laws of its jurisdiction of organization and (ii) has the power and authority, and the legal right, to own and operate its property, to lease the property it operates as lessee and to conduct the business in which it is currently engaged. Pledgor has all requisite power and authority to enter into this Agreement and the other Loan Documents to which he is a party, to pledge the Pledged Collateral for the purposes described herein, and to carry out the transactions contemplated hereby and by the other Loan Documents to which it is a party, and the execution, delivery and performance by Pledgor of this Agreement and the other Loan Documents to which it is a party will not constitute a violation of, or default under, any agreement, license, indenture or other instrument, or judgment, decree, order or writ of any court, administrative agency or governmental body, applicable to Pledgor. (e) This Agreement (along with any financing statements filed with the Recorder of Deeds of the District of Columbia and has good the acknowledgement of the Company with respect to the pledge of the Pledged Collateral hereunder) is effective to create, and marketable title tothe pledge of the Pledged Collateral hereunder creates, a legal, valid and enforceable first priority perfected Lien on the InterestPledged Collateral, and the Pledged Collateral is not subject to no lien, pledge, charge, encumbrance, security interest, any other Lien or adverse claims or rights whatsoever, except the lien, pledge, and security interest created by this Agreement; (b) The Interest or to any agreement purporting to grant to any third party a security interest in the property or assets of Pledgor which would include any or all of the Pledged Collateral. All action necessary to perfect such Liens has been duly taken. (f) No security agreements or any other Lien instruments have been executed and delivered, and no financing statements or any other notice of any Lien have been filed in any jurisdiction, granting or purporting to grant a security interest in or creating a Lien on any or all of the Pledged Collateral to any party other than Secured Party. (g) The Company (i) is a corporation duly organized, validly issuedexisting and in good standing under the laws of its jurisdiction of organization and (ii) has the power and authority, and the legal right, to own and operate its property, to lease the property it operates as lessee and to conduct the business in which it is fully paid currently engaged. (h) Other than delivery by the Borrower to the Lender of a completed and non-assessableexecuted Federal Reserve Form U-1 demonstrating compliance of the Advance with Regulation U of the Board of Governors of the Federal Reserve System, has been fully paid no consent, authorization, approval, or other action by, and no notice to or filing with, any Governmental Authority is required either (i) for the pledge by Pledgor and constitutes the ownership percentage of the issued and outstanding membership/ownership interests of the entity in which an Interest is held by Pledgor; (c) The pledge, assignment and delivery of the Pledged Collateral pursuant to this Agreement creates a valid first lien on and a perfected first priority security interest in such Collateralor for the due execution, and the proceeds thereof, subject to no prior lien, pledge, charge, encumbrance delivery or security interest; (d) Neither the execution and delivery performance of this Agreement, nor the consummation of the transactions herein contemplated, nor compliance with the terms and provisions hereof will (i) contravene any provision of any law, statute, rule or regulation to which Pledgor is subject or any judgment, decree, award, franchise, order or permit applicable to Pledgor or the entity in which an Interest is held Agreement by Pledgor, or (ii) conflict withfor the exercise by Secured Party of the rights provided for in this Agreement or of the remedies in respect of the Pledged Collateral pursuant to this Agreement, except as may be inconsistent withrequired in connection with the disposition of the Pledged Collateral by laws affecting the offering and sale of securities generally and under Article 9 of the UCC. (i) There is no action, suit or proceeding pending, or to the knowledge of Pledgor, threatened, before any court or governmental or administrative body or agency which may reasonably be expected to result in a material adverse change in the assets or properties or in the condition, financial or otherwise, of Pledgor, or impair the ability of Pledgor to perform his obligations under this Agreement, or any guaranties to which Pledgor has become obligated in favor of the Secured Party. Pledgor is not in default with respect to any judgment, writ, injunction, decree, rule or regulation of any court or any governmental or administrative body or agency. (j) Pledgor has cooperated with the Secured Party to assure the filing in the appropriate office of a UCC-1 financing statement covering the Pledged Collateral. (k) Pledgor maintains its principal place of business at c/o Arias Fabrega & Fabrega Trust Company BVI Ltd., 325 Waterfront Drive, O▇▇▇ ▇▇▇▇▇ ▇▇▇ldi▇▇, ▇▇▇ Floor, Wickham's Cay, Road Town, Tortola, BVI. (▇) ▇▇▇▇pt as identified on Sc▇▇▇▇▇▇ ▇ ▇▇▇▇to and delivered in pledge to Secured Party hereunder, the Company has not issued any certificates evidencing the equity interests owned by Pledgor in the Company. (m) Pledgor has never changed its name or been known by any other names. (n) [Intentionally Omitted]. (o) The Company has the requisite power and authority and legal right to enter into the Acknowledgment to this Agreement and the other Loan Documents and to perform all of its obligations hereunder and thereunder, and the execution and delivery of the Loan Documents (including the Acknowledgment to this Agreement) by the Company (i) have been duly authorized by all necessary action, (ii) do not and will not require any further action, consent, or approval of any Governmental Authority or Person, (iii) do not and will not violate any provisions of law, rule, regulation, order, writ, judgment, or determination, or the Company's organizational documents, and (iv) do not and will not result in any breach of any of the terms, covenants or provisions of, constitute a default underunder any agreement, document, or result in the creation or imposition of any lien, security interest, charge or other encumbrance upon any of the properties or assets of Pledgor or the entity in which an Interest is held by Pledgor (other than the lien and security interest contemplated by this Agreement) pursuant to the terms of any note, indenture, mortgage, deed of trust, agreement or other instrument to which Pledgor the Company or its assets are bound. The Loan Documents have been duly executed and delivered by the entity in which an Interest is held by Pledgor is a party or by which any of them may be bound or subject; (e) Pledgor has full power Company and authority to executeare the legal, deliver and perform this Agreement and to pledge and deliver the Collateral; (f) This Agreement constitutes the valid valid, and binding obligation obligations of Pledgor the Company, enforceable against it in accordance with their terms. There is no material action, proceeding, or claim nor any basis for the foregoing against or affecting the Company or its termsproperties or rights, and the Company is in compliance with all laws, rules, and ordinances. (p) The statements contained in the recitals to this Agreement are true and accurate and not misleading in any way.

Representations and Warranties of Pledgor. Pledgor represents and warrants to Pledgee as followsAgent that: (a) With respect to the Borrower, Exhibit B sets forth (i) its authorized capital stock, and (ii) the number of shares of its capital stock that are issued and outstanding as of the date hereof and the number of its shares of capital stock held in its treasury. Pledgor is the legal, record and beneficial owner of, and has good and marketable title to, the InterestPledged Shares, subject to no lien, pledge, charge, encumbrance, security interest, or adverse claims or rights whatsoeverand such shares are and will remain free and clear of all Liens and other restrictions whatsoever (other than restrictions arising out of federal and state securities laws), except the lien, pledge, and security interest Liens created by this Agreement; (b) The Interest Pledgor has been duly full power, authority and validly issued, is fully paid legal right to execute the pledge provided for herein and non-assessable, has been fully paid for by Pledgor and constitutes to pledge the ownership percentage of the issued and outstanding membership/ownership interests of the entity in which an Interest is held by PledgorPledged Shares to Agent; (c) The pledge, assignment and delivery of the Collateral pursuant to this Agreement creates a valid first lien on has been executed and a perfected first priority security interest in such Collateral, and the proceeds thereof, subject to no prior lien, pledge, charge, encumbrance or security interest; (d) Neither the execution and delivery of this Agreement, nor the consummation of the transactions herein contemplated, nor compliance with the terms and provisions hereof will (i) contravene any provision of any law, statute, rule or regulation to which Pledgor is subject or any judgment, decree, award, franchise, order or permit applicable to Pledgor or the entity in which an Interest is held by Pledgor, or (ii) conflict with, be inconsistent with, or result in a breach of any of the terms, covenants or provisions of, constitute a default under, or result in the creation or imposition of any lien, security interest, charge or other encumbrance upon any of the properties or assets of Pledgor or the entity in which an Interest is held delivered by Pledgor (other than the lien and security interest contemplated by this Agreement) pursuant to the terms of any noteconstitutes a legal, indenture, mortgage, deed of trust, agreement or other instrument to which Pledgor or the entity in which an Interest is held by Pledgor is a party or by which any of them may be bound or subject; (e) Pledgor has full power and authority to execute, deliver and perform this Agreement and to pledge and deliver the Collateral; (f) This Agreement constitutes the valid and binding obligation of Pledgor enforceable in accordance with its terms; (d) there are no outstanding options, warrants or other agreements with respect to the Pledged Shares and there are no outstanding options; (e) the Pledged Shares have been duly and validly authorized and issued, are fully paid and non-assessable and represent one hundred percent (1000/o) of the issued and outstanding shares of capital stock of the Borrower; and (f) no consent, approval or authorization of or designation or filing with any authority on the part of Pledgor is required in connection with the pledge and security interest granted under this Agreement; (g) the execution, delivery and performance of this Agreement will not violate any provision of any applicable law or regulation or of any order, judgment, writ, award or decree of any court, arbitrator or governmental authority, domestic or foreign, or of the charter or by-laws of Pledgor or the Borrower or of any securities issued by. Pledgor or the Borrower or of any mortgage, indenture, lease, contract, or other agreement, instrument or undertaking to which Pledgor or the Borrower is a party or which is binding upon Pledgor or the Borrower or upon any of their respective assets, and will not result in the creation or imposition of any lien, charge or encumbrance on or security interest in any of the assets of Pledgor or the Borrower except as contemplated by this Agreement, and (h) the pledge, assignment and delivery of such Pledged Shares pursuant to this Agreement creates a valid and first lien on and a first perfected security interest in such Pledged Shares and the proceeds thereof in favor of Agent, on behalf of the Lenders, subject to no prior pledge, lien, mortgage, hypothecation, security interest, charge, option or encumbrance or to any agreement purporting to grant to any third party a security interest in the property or assets of Pledgor which would include the Pledged Shares. Pledgor covenants and agrees that it will defend Agent's, on behalf of the Lenders, right, title and security interest in and to the Pledged Shares and the proceeds thereof against the claims and demands of all persons whomsoever.

Representations and Warranties of Pledgor. Pledgor represents and warrants to Pledgee as follows: (a) Pledgor is the legal, record and beneficial owner of, and has good and marketable title to, the Interest, subject to no lien, pledge, charge, encumbrance, security interest, or adverse claims or rights whatsoever, except the lien, pledge, and security interest created by this Agreement; (b) The Interest has been duly and validly issued, is fully paid and non-assessable, has been fully paid for by Pledgor and constitutes the ownership percentage of the issued and outstanding membership/ownership interests of the entity in which an the Interest is held by Pledgor; (c) The pledge, assignment and delivery of the Collateral pursuant to this Agreement creates a valid first lien on and a perfected first priority security interest in such Collateral, and the proceeds thereof, subject to no prior lien, pledge, charge, encumbrance or security interest; (d) Neither the execution and delivery of this Agreement, nor the consummation of the transactions herein contemplated, nor compliance with the terms and provisions hereof will (i) contravene any provision of any law, statute, rule or regulation to which Pledgor is subject or any judgment, decree, award, franchise, order or permit applicable to Pledgor or the entity in which an the Interest is held by Pledgor, or (ii) conflict with, be inconsistent with, or result in a breach of any of the terms, covenants or provisions of, constitute a default under, or result in the creation or imposition of any lien, security interest, charge or other encumbrance upon any of the properties or assets of Pledgor or the entity in which an Interest is held by Pledgor (other than the lien and security interest contemplated by this Agreement) ), pursuant to the terms of any note, indenture, mortgage, deed of trust, agreement or other instrument to which Pledgor or the entity in which an the Interest is held by Pledgor is a party or by which any of them may be bound or subject; (e) Pledgor has full power and authority to execute, deliver and perform this Agreement and to pledge and deliver the Collateral; (f) This Agreement constitutes the valid and binding obligation of Pledgor enforceable in accordance with its terms.

Representations and Warranties of Pledgor. Pledgor warrants and represents and warrants to Pledgee as followsthat: (a) Pledgor is the legal, record legal and beneficial owner of, and has good and marketable title to, the Interest, subject to no lien, pledge, charge, encumbrance, security interest, or adverse claims or rights whatsoever, except the lien, pledge, and security interest created by this Agreementof its Pledged Collateral; (b) The Interest has all of the Pledged Equity Interests pledged by Pledgor hereunder have been duly and validly issued, is are fully paid and non-assessablenonassessable, has been fully paid for and are owned by Pledgor free of any liens, charges or encumbrances except for ▇▇▇▇▇▇’s security interests hereunder and constitutes under the ownership Credit Agreement; (c) the Pledged Equity Interests constitute at least the percentage of the issued and outstanding membership/ownership interests capital stock or other Equity Interests of the entity in which an Interest is held by Pledgor; (c) The pledge, assignment and delivery of the Collateral pursuant to this Agreement creates a valid first lien Issuer listed on and a perfected first priority security interest in such Collateral, and the proceeds thereof, subject to no prior lien, pledge, charge, encumbrance or security interestSchedule I hereto; (d) Neither there are no restrictions upon the execution and delivery of this Agreementvoting rights or, nor other than applicable securities laws, upon the consummation of the transactions herein contemplated, nor compliance with the terms and provisions hereof will (i) contravene any provision of any law, statute, rule or regulation to which Pledgor is subject or any judgment, decree, award, franchise, order or permit applicable to Pledgor or the entity in which an Interest is held by Pledgor, or (ii) conflict with, be inconsistent with, or result in a breach transfer of any of the terms, covenants or provisions of, constitute a default under, or result in the creation or imposition of any lien, security interest, charge or other encumbrance upon any of the properties or assets of Pledgor or the entity in which an Interest is held by Pledgor (other than the lien and security interest contemplated by this Agreement) pursuant to the terms of any note, indenture, mortgage, deed of trust, agreement or other instrument to which Pledgor or the entity in which an Interest is held by Pledgor is a party or by which any of them may be bound or subjectPledged Collateral; (e) Pledgor has full power and authority the right to executevote, deliver and perform this Agreement and to pledge and deliver grant a security interest in or otherwise transfer its respective portion of the CollateralPledged Collateral without the consent of any other Person and free of any encumbrances and applicable restrictions imposed by any governmental agency or regulation and without any restriction under the by-laws, charter, operating agreement or partnership agreement, as applicable, of Issuer or any agreement among Issuer’s shareholders, members, managers or partners, as applicable; (f) This the execution, delivery and performance by Pledgor of this Agreement constitutes and the valid exercise by Lender of its rights and binding obligation remedies hereunder do not and will not result in the violation of the by-laws, charter, operating agreement or partnership agreement, as applicable, of Pledgor, or any agreement, indenture or instrument, any license, judgment, decree, order, law, statute or other governmental rule or regulation, including, without limitation, any federal or state laws or regulations governing the sale or exchange of securities; (g) no consent, filing, approval, registration or recording is required (i) for the pledge by Pledgor enforceable of the Pledged Collateral pursuant to this Agreement or (ii) to perfect the Lien created by this Agreement, except for possession by Lender of any certificate evidencing Pledged Equity Interests or the filing of a UCC financing statement with respect to the Pledged Collateral; and (h) none of the Pledged Collateral is held or maintained in accordance with its termsthe form of a securities entitlement or credited to any securities account.

Representations and Warranties of Pledgor. Pledgor represents and warrants to the Pledgee (which, except as followsotherwise provided below, representations and warranties shall be deemed to continue to be made until all of the Obligations have been paid in full and each Document and each agreement and instrument entered into in connection therewith has been irrevocably terminated) that: (a) the execution, delivery and performance by the Pledgor is of this Agreement and the legalpledge of the Collateral hereunder do not and will not result in any violation of any agreement, record and beneficial owner ofindenture, and has good and marketable title toinstrument, license, judgment, decree, order, law, statute, ordinance or other governmental rule or regulation applicable to the Interest, subject to no lien, pledge, charge, encumbrance, security interest, or adverse claims or rights whatsoever, except the lien, pledge, and security interest created by this AgreementPledgor; (b) The Interest has been duly and validly issued, is fully paid and non-assessable, has been fully paid for by Pledgor and this Agreement constitutes the ownership percentage legal, valid, and binding obligation of the issued and outstanding membership/ownership interests of Pledgor enforceable against the entity Pledgor in which an Interest is held by Pledgoraccordance with its terms; (ci) The pledge, assignment all Pledged Stock owned by the Pledgor is set forth on Schedule A hereto and delivery (ii) the Pledgor is the direct and beneficial owner of each share of the Collateral pursuant to this Agreement creates a valid first lien on and a perfected first priority security interest in such Collateral, and the proceeds thereof, subject to no prior lien, pledge, charge, encumbrance or security interestPledged Stock; (d) Neither the execution and delivery of this Agreement, nor the consummation all of the transactions herein contemplated, nor compliance with the terms and provisions hereof will (i) contravene any provision of any law, statute, rule or regulation to which Pledgor is subject or any judgment, decree, award, franchise, order or permit applicable to Pledgor or the entity in which an Interest is held by Pledgor, or (ii) conflict with, be inconsistent with, or result in a breach of any shares of the termsPledged Stock have been duly authorized, covenants or provisions of, constitute a default under, or result in the creation or imposition of any lien, security interest, charge or other encumbrance upon any of the properties or assets of Pledgor or the entity in which an Interest is held by Pledgor (other than the lien validly issued and security interest contemplated by this Agreement) pursuant to the terms of any note, indenture, mortgage, deed of trust, agreement or other instrument to which Pledgor or the entity in which an Interest is held by Pledgor is a party or by which any of them may be bound or subjectare fully paid and nonassessable; (e) no consent or approval of any person, corporation, governmental body, regulatory authority or other entity is or will be necessary for (i) the execution, delivery and performance of this Agreement, (ii) the exercise by the Pledgee of any rights with respect to the Collateral or (iii) the pledge and assignment of, and the grant of a security interest in, the Collateral hereunder; (f) there are no pending or, to the best of the Pledgor’s knowledge, threatened actions or proceedings before any court, judicial body, administrative agency or arbitrator which may materially adversely affect the Collateral; (g) the Pledgor has full the requisite power and authority to execute, deliver and perform enter into this Agreement and to pledge and deliver assign the CollateralCollateral to the Pledgee in accordance with the terms of this Agreement; (fh) This the Pledgor owns each item of the Collateral and, except for the pledge and security interest granted to Pledgee hereunder, the Collateral shall be, immediately following the closing of the transactions contemplated by the Documents, free and clear of any other security interest, mortgage, pledge, claim, lien, charge, hypothecation, assignment, offset or encumbrance whatsoever (collectively, “Liens”); (i) there are no restrictions on transfer of the Pledged Stock contained in the certificate of incorporation or by-laws (or equivalent organizational documents) of the Issuer or otherwise which have not otherwise been enforceably and legally waived by the necessary parties; (j) none of the Pledged Stock has been issued or transferred in violation of the securities registration, securities disclosure or similar laws of any jurisdiction to which such issuance or transfer may be subject; (k) the pledge and assignment of the Collateral and the grant of a security interest under this Agreement constitutes vest in the valid Pledgee all rights of the Pledgor in the Collateral as contemplated by this Agreement; and (l) the Pledgor holds additional shares of capital stock of the Issuer which have been pledged to the parties set forth on Schedule B annexed hereto and binding obligation expressly made a part hereof (the “Third Party Pledged Stock”). Other than the Pledged Stock, the Third Party Pledged Stock and the shares of capital stock of the Issuer to be received under the Confirmed Plan, the Pledgor enforceable in accordance with its termsdoes not own any shares of capital stock of the Issuer.

Representations and Warranties of Pledgor. The Pledgor represents and warrants to Pledgee as followsthat: (a) The Pledgor is the legala corporation duly incorporated, record and beneficial owner ofvalidly existing, and in good standing under the laws of the jurisdiction of the incorporation; has good the corporate power and marketable title to, the Interest, subject authority to no lien, pledge, charge, encumbrance, security interest, or adverse claims or rights whatsoever, except the lien, pledgeown its assets and to transact its business, and security interest created by this Agreement;is duly qualified and in good standing under the laws of each jurisdiction in which qualification is required. (b) The Interest has been duly Pledgor is the legal and validly issued, is fully paid and non-assessable, has been fully paid for by Pledgor and constitutes the ownership percentage beneficial owner of all of the issued and outstanding membership/ownership interests of the entity in which an Interest is held by PledgorPledged Stock; (c) The All of the shares of the Pledged Stock are owned by the Pledgor free of any pledge, assignment and delivery of the Collateral pursuant to this Agreement creates a valid first lien on and a perfected first priority mortgage, hypothecation, lien, charge, encumbrance or security interest in such Collateralshares or the proceeds thereof, except for the lien granted hereunder; (d) Exhibit “A” hereto represents a true and correct reflection of the Pledged Stock; (e) The Pledged Stock is not subject to any shareholder agreements, voting agreements, buy-sell agreements, warrants, or options; (f) The execution and delivery of this Restated Agreement, and the performance of its terms, will not result in any violation of any provision of, or violate or constitute a default under the terms of, any agreement, indenture or other instrument, license, judgment, decree, order, law, statute, ordinance or other governmental rule or regulation, applicable to Pledgor or any property of Pledgor; and (g) Upon delivery of the Pledged Stock to Bank or its agent, this Restated Agreement shall create a valid lien upon and perfected security interest in the Pledged Stock and the proceeds thereof, subject to no prior security interest, lien, charge or encumbrance, or agreement purporting to grant to any third party a security interest in the property or assets of the Pledgor which would include the Pledged Stock. (h) No consent of any other person or entity and no authorization, approval, or other action by, and no notice to or filing with, any governmental authority or regulatory body is required; (a) for the perfection or maintenance of the pledge, chargeassignment, encumbrance or and security interest created hereby (including the first priority nature of such pledge, assignment, and security interest; ); or (d) Neither b), except for any approvals required by the execution and delivery Illinois Department of Insurance, for the exercise by the Bank of the voting or other rights provided for in this Agreement or the remedies in respect of the Pledged Stock pursuant to this Agreement, nor the consummation of the transactions herein contemplated, nor compliance with the terms and provisions hereof will . (i) contravene There are no conditions precedent to the effectiveness of this Agreement that have not been satisfied or waived. (j) Pledgor recognizes that Bank may be unable to effect a public sale of all or a part of the Pledged Stock by reason of certain prohibitions contained in the Securities Act of 1933, as amended, and applicable state securities laws, but may be compelled to resort to one or more private sales to a restricted group of purchasers who will be obliged to agree, among other things, to acquire all or a part of the Pledged Stock for their own account, for investment and not with a view to the distribution or resale thereof. Pledgor acknowledges and agrees that any provision private sale so made may be at prices and on other terms less favorable to the seller than if such Pledged Stock were sold at public sale, and that Bank has no obligation to delay the sale of such Pledged Stock for the period of time necessary to permit registration of such Pledged Stock for public sale under any securities laws. If any consent, approval or authorization of any lawfederal, statutestate, rule municipal or regulation other governmental department, agency or authority should be necessary to which Pledgor is subject effectuate any sale or other disposition of the Pledged Stock, or any judgment, decree, award, franchise, order partial sale or permit applicable to Pledgor or the entity in which an Interest is held by Pledgor, or (ii) conflict with, be inconsistent with, or result in a breach of any other disposition of the termsPledged Stock, covenants or provisions of, constitute a default under, or result in the creation or imposition of any lien, security interest, charge or Pledgor will execute all such applications and other encumbrance upon any of the properties or assets of Pledgor or the entity in which an Interest is held by Pledgor (other than the lien and security interest contemplated by this Agreement) pursuant to the terms of any note, indenture, mortgage, deed of trust, agreement or other instrument to which Pledgor or the entity in which an Interest is held by Pledgor is a party or by which any of them instruments as may be bound required in connection with securing any such consent, approval or subject; (e) Pledgor has full power authorization, and authority will otherwise use its best efforts to execute, deliver and perform this Agreement and to pledge and deliver secure the Collateral; (f) This Agreement constitutes the valid and binding obligation of Pledgor enforceable in accordance with its termssame.

Representations and Warranties of Pledgor. Pledgor represents and warrants to Pledgee as follows: that: (a) Pledgor is the legal, record legal and beneficial owner of the Collateral free of all pledges, security interests, charges, liens, or other encumbrances, except under this Security Agreement; (b) Pledgor has the power and authority to convey any or all of its rights and interests in the Collateral; (c) the General Partner and each limited partner of the Partnership has consented to the Security Interest being granted herein to Pledgee, and Pledgor has the full power to convey the Collateral subject only to the terms and conditions set forth in the Partnership Agreement; (d) there are no options, warrants, calls, or other rights or commitments of any character giving any person the right to purchase the Collateral from Pledgor; (e) no certificates, Instruments or documents have been issued by the Partnership to evidence the Collateral; (f) there are no restrictions on the voting rights associated with the Collateral or upon the transfer of any of the Collateral, other than those restrictions contained in this Security Agreement, the Loan Agreement and the Partnership Agreement, which have not been waived by the party having the right to enforce such restrictions; (g) the execution and delivery by Pledgor of, and has good performance by Pledgor of its obligations under, this Security Agreement does not and marketable title towill not result in any violation of or conflict with the terms of Pledgor's articles of organization or by-laws, the InterestPartnership Agreement or any agreement, subject indenture, instrument, license, judgment, decree, order, law, statute, or, ordinance or other governmental rule or regulation applicable to or binding upon Pledgor; (h) no liensecurity agreement, pledgefinancing statement, charge, encumbrance, assignment or equivalent security interest, or adverse claims lien instrument or rights whatsoevercontinuation statement covering all or any part of the Collateral is on file or of record in any public office or at the records of the Partnership, except financing statements with respect to the lien, pledgeCollateral filed by the Pledgee pursuant to this Security Agreement; (i) upon the filing of all appropriate financing statements under the Uniform Commercial Code, and the execution and delivery by Pledgor and the Partnership of a Control Letter, all steps necessary to create and perfect the security interest created by this Agreement; (b) The Interest has been duly and validly issued, is fully paid and non-assessable, has been fully paid for by Pledgor and constitutes the ownership percentage of the issued and outstanding membership/ownership interests of the entity in which an Interest is held by Pledgor; (c) The pledge, assignment and delivery of the Collateral pursuant to this Security Agreement creates as a valid and continuing first lien on and a first perfected first priority security interest in such Collateral, the Collateral in favor of the Pledgee prior to all other Liens will have been taken; and (j) the chief place of business and the proceeds thereof, subject to no prior lien, pledge, charge, encumbrance or security interest; (d) Neither the execution and delivery of this Agreement, nor the consummation chief executive office of the transactions herein contemplatedPledgor and the office where the Pledgor keeps its records concerning the Collateral is located at 729 ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, nor compliance with the terms and provisions hereof will (i) contravene any provision of any law▇▇▇▇▇ ▇▇▇, statute▇▇▇▇▇▇, rule or regulation to which Pledgor is subject or any judgment, decree, award, franchise, order or permit applicable to Pledgor or the entity in which an Interest is held by Pledgor, or (ii) conflict with, be inconsistent with, or result in a breach of any of the terms, covenants or provisions of, constitute a default under, or result in the creation or imposition of any lien, security interest, charge or other encumbrance upon any of the properties or assets of Pledgor or the entity in which an Interest is held by Pledgor (other than the lien and security interest contemplated by this Agreement) pursuant to the terms of any note, indenture, mortgage, deed of trust, agreement or other instrument to which Pledgor or the entity in which an Interest is held by Pledgor is a party or by which any of them may be bound or subject; (e) Pledgor has full power and authority to execute, deliver and perform this Agreement and to pledge and deliver the Collateral; (f) This Agreement constitutes the valid and binding obligation of Pledgor enforceable in accordance with its terms▇▇▇▇▇▇▇ ▇▇▇▇▇.

Representations and Warranties of Pledgor. Pledgor represents and hereby warrants to Pledgee Agent as follows: (a) Pledgor is the legalSchedule I and Schedule II are true, record correct and beneficial owner of, and has good and marketable title to, the Interest, subject to no lien, pledge, charge, encumbrance, security interest, or adverse claims or rights whatsoever, except the lien, pledge, and security interest created by this Agreementcomplete in all respects; (b) The Interest has been duly and validly issued, is fully paid and non-assessable, has been fully paid for by Pledgor and constitutes the ownership percentage All of the issued pledged Ownership Interests of Pledgor (the “Pledged Interests”) consisting of shares of stock are in certificated form, and outstanding membership/ownership interests are registered in the name of the entity in which an Interest is held by Pledgor; (c) The pledge, assignment Pledged Interests constitute at least the percentage of all the issued and delivery outstanding Ownership Interests of the Collateral pursuant to this Agreement creates a valid first lien Company as set forth on and a perfected first priority security interest in such Collateral, and the proceeds thereof, subject to no prior lien, pledge, charge, encumbrance or security interestSchedule I; (d) Neither The Pledged Interests listed on Schedule I are the only Ownership Interests of Company in which Pledgor has any rights; (e) All certificates evidencing the Pledged Interests of Pledgor have been delivered to Agent; (f) Pledgor has good and marketable title to the Collateral. Pledgor is the sole owner of all of the Collateral, free and clear of all security interests, pledges, voting trusts, agreements, liens, claims and encumbrances whatsoever, other than the security interests, assignments and liens granted under this Agreement; (g) Pledgor has not heretofore transferred, pledged, assigned or otherwise encumbered any of its rights in or to the Collateral; (h) Other than a requirement of consent of other members contained in the operating agreements governing the Ownership Interests (which such consent has been obtained), Pledgor is not prohibited under any agreement with any other person or entity, or under any judgment or decree, from the execution and delivery of this Agreement, nor Agreement or the consummation performance or discharge of the transactions herein contemplatedobligations, nor compliance with the terms duties, covenants, agreements, and provisions hereof will liabilities contained in this Agreement; (i) contravene No action has been brought or threatened that might prohibit or interfere with the execution and delivery of this Agreement or the performance or discharge of the obligations, duties, covenants, agreements, and liabilities contained in this Agreement; (j) Pledgor has full power and authority to execute and deliver this Agreement, and the execution and delivery of this Agreement do not conflict with any provision of agreement to which Pledgor is a party or any law, statuteorder, rule ordinance, rule, or regulation to which Pledgor is subject or any judgment, decree, award, franchise, order or permit applicable to Pledgor or the entity in by which an Interest it is held by Pledgor, or (ii) conflict with, be inconsistent with, or result in a breach of any of the terms, covenants or provisions of, bound and do not constitute a default under, or result in the creation or imposition of under any lien, security interest, charge or other encumbrance upon any of the properties or assets of Pledgor or the entity in which an Interest is held by Pledgor (other than the lien and security interest contemplated by this Agreement) pursuant to the terms of any note, indenture, mortgage, deed of trust, agreement or other instrument to which Pledgor or the entity in which an Interest is held by Pledgor is a party or by which any of them may be bound or subject;binding upon Pledgor; and (e) Pledgor has full power and authority to execute, deliver and perform this Agreement and to pledge and deliver the Collateral; (fk) This Agreement has been properly executed and delivered and constitutes the valid and legally binding obligation of Pledgor and is fully enforceable against Pledgor in accordance with its terms.

Representations and Warranties of Pledgor. Pledgor ----------------------------------------- represents and warrants to Pledgee as followsAgent and Lenders that: (a) Schedule I sets forth with respect to Pledgor (i) the authorized capital stock of each Subsidiary, (ii) the number of shares of capital stock of each Subsidiary that are issued and outstanding as of the date hereof, and (iii) the number of shares of capital stock of each Subsidiary held in its treasury. Pledgor is the legal, record and beneficial owner of, and has good and marketable title to, the InterestPledged Shares, subject to no lienand such shares are and will remain free and clear of all pledges, pledge, charge, encumbranceliens, security interest, or adverse claims or rights interests and other encumbrances and restrictions whatsoever, except the lien, pledge, liens and security interest interests created by this Agreement; (b) Pledgor has full power, authority and legal right to execute the pledge provided for herein and to pledge the Pledged Shares to Agent, on behalf of Lenders; (c) This Agreement has been duly authorized, executed and delivered by Pledgor and constitutes a legal, valid and binding obligation of Pledgor enforceable in accordance with its terms; (d) There are no outstanding options, warrants or other agreements with respect to the Pledged Shares and there are no outstanding options, warrants or other agreements with respect to any other shares of capital stock of any Subsidiary except, in each case, as set forth on Schedule 3(d) hereto; ------------- (e) The Interest has Pledged Shares have been duly and validly authorized and issued, is are fully paid and non-assessable, has been fully paid for by Pledgor assessable and constitutes the ownership percentage represent all of the issued and outstanding membership/ownership interests shares of the entity in which an Interest is held by Pledgorcapital stock of each Subsidiary; (cf) No consent, approval or authorization of or designation or filing with any governmental authority on the part of Pledgor is required in connection with the pledge and security interest granted under this Agreement except as set forth on Schedule 3(f) hereto; (g) The pledgeexecution, assignment delivery and delivery performance of this Agreement will not violate any provision of any applicable law or regulation or of any order, judgment, writ, award or decree of any court, arbitrator or governmental authority, domestic or foreign, or of the Collateral charter or by-laws of Pledgor or any Subsidiary or of any securities issued by Pledgor or any Subsidiaries or of any mortgage, indenture, lease, contract, or other material agreement, instrument or undertaking to which Pledgor or any Subsidiary is a party or which purports to be binding upon Pledgor or any Subsidiary or upon any of its respective assets, and will not result in the creation or imposition of any lien, charge or encumbrance on or security interest in any of the assets of Pledgor or any Subsidiary except as contemplated by this Agreement; (h) The pledge and assignment to Agent, on behalf of Lenders, of the Pledged Shares pursuant to this Agreement creates a valid first lien on and a first perfected first priority security interest in such Collateral, the Pledged Shares and the proceeds thereofthereof in favor of Agent, on behalf of Lenders, subject to no prior pledge, lien, pledgemortgage, charge, encumbrance or security interest; (d) Neither the execution and delivery of this Agreement, nor the consummation of the transactions herein contemplated, nor compliance with the terms and provisions hereof will (i) contravene any provision of any law, statute, rule or regulation to which Pledgor is subject or any judgment, decree, award, franchise, order or permit applicable to Pledgor or the entity in which an Interest is held by Pledgor, or (ii) conflict with, be inconsistent with, or result in a breach of any of the terms, covenants or provisions of, constitute a default under, or result in the creation or imposition of any lienhypothecation, security interest, charge charge, option or other encumbrance upon or to any of agreement purporting to grant to any third party a security interest in the properties property or assets of any Pledgor or which would include the entity in which an Interest is held by Pledged Shares. Pledgor (other than the lien covenants and agrees that it will defend Agent's right, title and security interest contemplated by this Agreement) pursuant in and to the terms Pledged Shares and the proceeds thereof against the claims and demands of all persons whomsoever; and (i) All information heretofore, herein or hereafter supplied to Agent by or on behalf of Pledgor with respect to the Pledged Shares is and will be accurate and complete in all material respects, taking into account any amendments to Schedules as a result of any note, indenture, mortgage, deed of trust, agreement or other instrument to which Pledgor or the entity in which an Interest is held disclosures made by Pledgor is a party or to Agent after the Closing Date and approved by which any of them may be bound or subject; (e) Pledgor has full power and authority to execute, deliver and perform this Agreement and to pledge and deliver the Collateral; (f) This Agreement constitutes the valid and binding obligation of Pledgor enforceable in accordance with its termsAgent.

Representations and Warranties of Pledgor. Pledgor represents hereby makes the ----------------------------------------- following representations and warrants warranties to Pledgee as followsSecured Party, which shall be deemed repeated on each pledge and delivery of Collateral to Secured Party: (a) Pledgor It is a limited partnership duly formed, validly existing and in good standing under the legallaws of the State of Illinois, record with all requisite partnership power and beneficial owner of, authority to enter into this Agreement and has good perform the transactions contemplated herein and marketable title to, in the Interest, subject to no lien, pledge, charge, encumbrance, security interest, or adverse claims or rights whatsoever, except the lien, pledge, and security interest created by this Purchase Agreement;. (b) The Interest This Agreement has been duly and validly issuedauthorized, executed and delivered by it, and constitutes a valid and binding agreement, enforceable against Pledgor, except as such enforceability may be subject to or affected by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the rights of creditors generally and except as the enforceability of the indemnification provisions hereof may be limited under federal or state securities laws. (c) Its execution, delivery and performance hereof are not in contravention of any provision of its certificate of limited partnership or agreement of limited partnership or of any indenture, agreement or undertaking to which Pledgor is a party or by which Pledgor or its property are bound. (d) The Pledged Shares have been duly authorized and validly issued and are fully paid and non-assessable, has been fully paid for by . (e) Pledgor is the legal and constitutes the ownership percentage beneficial owner of the issued Collateral free and outstanding membership/ownership interests clear of any lien, security interest, option or other charge or encumbrance except for the entity in which an Interest is held security interest created by Pledgor;this Agreements. (cf) The pledge, assignment and delivery pledge of the Collateral pursuant to this Agreement creates a valid first lien on and a perfected first priority security interest in such Collateralthe Collateral in favor of Secured Party, securing the payment of the Obligations. (g) No authorization, approval, or other action by, and the proceeds thereofno notice to or filing with, subject to no prior lien, pledge, charge, encumbrance any governmental authority or security interest; (d) Neither the execution and delivery of this Agreement, nor the consummation of the transactions herein contemplated, nor compliance with the terms and provisions hereof will regulatory body is required either (i) contravene any provision for the pledge by Pledgor of any lawthe Collateral pursuant to this Agreement or for the execution, statute, rule delivery or regulation to which performance of the Agreement by Pledgor is subject or any judgment, decree, award, franchise, order or permit applicable to Pledgor or the entity in which an Interest is held by Pledgor, or (ii) conflict with, for the exercise by Secured Party of the voting or other rights provided for in this Agreement or the remedies in respect of the Collateral pursuant to this Agreement (except as may be inconsistent with, required in connection with such disposition by laws affecting the offering and sale of securities generally). (h) There is no financing statement or result in a breach of security agreement which covers any of the termsCollateral, covenants and no such financing statement or provisions of, constitute a default under, or result security agreement is now on file in the creation or imposition of any lien, security interest, charge or other encumbrance upon any of the properties or assets of Pledgor or the entity in which an Interest is held by Pledgor public office (other than the lien such financing statements and security interest contemplated by this Agreement) pursuant to the terms agreements, if any, of any note, indenture, mortgage, deed of trust, agreement or other instrument to which Pledgor or the entity in which an Interest is held both written notice and true and correct copies have heretofore been given by Pledgor is a party or by which any of them may be bound or subject; (e) Pledgor has full power and authority to execute, deliver and perform this Agreement and to pledge and deliver the Collateral; (f) This Agreement constitutes the valid and binding obligation of Pledgor enforceable in accordance with its termsSecured Party).

Representations and Warranties of Pledgor. Pledgor hereby represents and warrants to Pledgee Agent and Lenders as follows: follows (which representations and warranties shall be deemed continuing): (a) such Pledgor is the legal, record legal and beneficial owner of, and has good and marketable title to, of its respective portion of the Interest, subject to no lien, pledge, charge, encumbrance, security interest, or adverse claims or rights whatsoever, except the lien, pledge, and security interest created by this Agreement; Pledged Collateral identified on Annex A; (b) The Interest has all of the Equity Interests have been duly and validly issued, is are fully paid and non-assessablenonassessable, has been fully paid and are owned by such Pledgor free of any Liens except for by Pledgor Agent’s security interest hereunder and under the Credit Agreement; (c) the Pledged Collateral constitutes the ownership percentage of the issued and outstanding membership/ownership interests Equity Interests of each of the entity in which an Interest is held by Pledgor; Companies identified on Annex A hereto; (cd) The pledge, assignment and delivery there are no contractual or charter restrictions upon the voting rights or upon the transfer of any of the Pledged Collateral; (e) such Pledgor has the right to vote, pledge and grant a security interest in or otherwise transfer its respective portion of the Pledged Collateral without the consent of any other Person and free of any Liens and applicable restrictions imposed by any governmental authority, and without any restriction under the Organizational Documents of such Pledgor or any Company or any agreement among such Pledgor’s or any Company’s shareholders, partners or members; (f) this Agreement has been duly authorized, executed and delivered by such Pledgor and constitutes a legal, valid and binding obligation of such Pledgor, enforceable in accordance with its terms except to the extent that the enforceability thereof may be limited by bankruptcy, insolvency or other similar laws of general application affecting the enforcement of creditors’ rights; (g) the execution, delivery and performance by such Pledgor of this Agreement and the exercise by Agent of its rights and remedies hereunder do not and will not result in the violation of any of the Organizational Documents of such Pledgor, any agreement, indenture, instrument or Law by which such Pledgor or any Company is bound or to which such Pledgor or any Company is subject (except that such Pledgor makes no representation or warranty with respect to Agent’s prospective compliance with any federal or state laws or regulations governing the sale or exchange of securities); (h) no consent, filing, approval, registration or recording is required (1) for the pledge by such Pledgor of its respective portion of the Pledged Collateral pursuant to this Agreement creates a valid first lien on and a perfected first priority security interest in such Collateral, and or (2) except for the proceeds thereof, subject to no prior lien, pledge, charge, encumbrance or security interest; (d) Neither the execution and delivery of this Agreement, nor the consummation filing of the transactions herein contemplatedFiled Financing Statement, nor compliance with to perfect the terms Lien created by the Security Agreement and provisions hereof will affirmed this Agreement (to the extent that a Lien created by this Agreement can be perfected by filing a financing statement); (i) contravene any provision none of any law, statute, rule or regulation to which Pledgor is subject or any judgment, decree, award, franchise, order or permit applicable to Pledgor or the entity in which an Interest Pledged Collateral is held by Pledgor, or (ii) conflict with, be inconsistent with, or result in a breach of any of the terms, covenants or provisions of, constitute a default under, or result maintained in the creation form of a securities entitlement or imposition of credited to any liensecurities account; and (j) if the Pledged Collateral is certificated, security interest, charge Pledgor shall cause such certificates or other encumbrance upon any of the properties documents evidencing or assets of Pledgor or the entity representing such Pledged Collateral, accompanied by Powers, all in which an Interest is held by Pledgor (other than the lien form and security interest contemplated by this Agreement) pursuant substance satisfactory to the terms of any note, indenture, mortgage, deed of trust, agreement or other instrument Agent to which Pledgor or the entity in which an Interest is held by Pledgor is a party or by which any of them may be bound or subject; (e) Pledgor has full power and authority delivered to execute, deliver and perform this Agreement and to pledge and deliver the Collateral; (f) This Agreement constitutes the valid and binding obligation of Pledgor enforceable in accordance with its termsAgent.

Representations and Warranties of Pledgor. Pledgor warrants and represents to Lender as follows (which representations and warrants to Pledgee as follows: warranties shall be deemed continuing): (a) Pledgor is the legal, record legal and beneficial owner of, and has good and marketable title to, of the Interest, subject to no lien, pledge, charge, encumbrance, security interest, or adverse claims or rights whatsoever, except the lien, pledge, and security interest created by this Agreement; Pledged Collateral; (b) The Interest has all of the shares of the Equity Interests have been duly and validly issued, is are fully paid and non-assessablenonassessable, has been fully paid for and are owned by Pledgor free of any Liens except for Permitted Liens and Lender’s security interest hereunder; (c) the Equity Interests constitutes the ownership percentage sixty-five percent (65%) of the issued and outstanding membership/ownership interests capital stock of the entity in which an Interest is held by Pledgor; Company; (cd) The pledge, assignment and delivery there are no contractual or charter restrictions upon the voting rights or upon the transfer of any of the Pledged Collateral; (e) Pledgor has the right to vote, pledge and grant a security interest in or otherwise transfer the Pledged Collateral without the consent of any other party and free of any Liens other than Permitted Liens and applicable restrictions imposed by any Governmental Body and without any restriction under the by-laws or charter of Pledgor or the Company or any agreement among Pledgor’s or the Company’s shareholders; (f) this Agreement has been duly authorized, executed and delivered by Pledgor and constitutes a legal, valid and binding obligation of Pledgor, enforceable in accordance with its terms except to the extent that the enforceability thereof may be limited by bankruptcy, insolvency or other similar laws of general application affecting the enforcement of creditors’ rights; (g) the execution, delivery and performance by Pledgor of this Agreement and the exercise by Lender of its rights and remedies hereunder do not and will not result in the violation of the by-laws or charter of Pledgor, any agreement, indenture, instrument or Applicable Law by which Pledgor or the Company is bound or to which Pledgor or the Company is subject (except Pledgor makes no representation or warranty about Lender’s prospective compliance with any federal or state laws or regulations governing the sale or exchange of securities); and (h) no consent, filing, approval, registration or recording is required (x) for the pledge by Pledgor of the Pledged Collateral pursuant to this Agreement creates a valid first lien on and a perfected first priority security interest in such Collateral, and the proceeds thereof, subject to no prior lien, pledge, charge, encumbrance or security interest; (d) Neither the execution and delivery of this Agreement, nor the consummation of the transactions herein contemplated, nor compliance with the terms and provisions hereof will (i) contravene any provision of any law, statute, rule or regulation to which Pledgor is subject or any judgment, decree, award, franchise, order or permit applicable to Pledgor or the entity in which an Interest is held by Pledgor, or (iiy) conflict with, be inconsistent with, or result in a breach of any of to perfect the terms, covenants or provisions of, constitute a default under, or result in the creation or imposition of any lien, security interest, charge or other encumbrance upon any of the properties or assets of Pledgor or the entity in which an Interest is held by Pledgor (other than the lien and security interest contemplated Lien created by this Agreement) pursuant to the terms of any note, indenture, mortgage, deed of trust, agreement or other instrument to which Pledgor or the entity in which an Interest is held by Pledgor is a party or by which any of them may be bound or subject; (e) Pledgor has full power and authority to execute, deliver and perform this Agreement and to pledge and deliver the Collateral; (f) This Agreement constitutes the valid and binding obligation of Pledgor enforceable in accordance with its terms.

Representations and Warranties of Pledgor. Pledgor hereby represents and warrants to Pledgee Secured Party as of the date hereof as follows: (a) Pledgor No consent of any other person or entity (including, without limitation, any owner or creditor of Pledgor) which has not been obtained, is required in connection with the legalexecution, record and beneficial owner ofdelivery, and performance, validity or enforceability of this Agreement other than the consent of the Senior Lender with respect to the Senior Loan, which consent of Senior Lender has good and marketable title to, the Interest, subject to no lien, pledge, charge, encumbrance, security interest, or adverse claims or rights whatsoever, except the lien, pledge, and security interest created by this Agreement;been obtained contemporaneously herewith. (b) The Interest has been Pledgor is duly organized, validly existing and validly issued, is fully paid and non-assessable, has been fully paid for by Pledgor and constitutes in good standing under the ownership percentage laws of the issued state of its formation and outstanding membership/ownership interests has all requisite power and authority under the laws of the entity in which an Interest is held by Pledgor;such state and under its organizational and charter documents to enter into and perform its obligations under this Agreement. (c) The pledgePledgor has taken all necessary legal and other action to authorize the execution, assignment delivery and delivery performance of the Collateral pursuant to this Agreement, and this Agreement creates a constitutes the valid first lien on and a perfected first priority security interest binding obligation and agreement of Pledgor, enforceable in such Collateral, and the proceeds thereofaccordance with its terms, subject to no prior lienlimitations as to enforceability imposed by bankruptcy, pledgereorganization, chargemoratorium, encumbrance insolvency and other laws of general application relating to or security interest;affecting the enforceability of creditors' rights and to equitable principles. (d) Pledgor has not received any notice of default under any agreement or instrument to which Pledgor is a party or by which Pledgor or Pledgor's assets may be bound which default would have a material adverse effect on Pledgor's business, assets, property or financial or other condition, and Pledgor is not in default under any order, judgment, award or decree of any court, arbitrator or other governmental authority binding upon or affecting Pledgor or by which any of Pledgor's assets may be bound or affected. (e) Neither the execution and delivery of this Agreement, Agreement nor the consummation of the transactions herein contemplated, nor compliance by Pledgor with the terms and provisions hereof will (i) contravene any provision are events which of any lawthemselves, statute, rule or regulation to which Pledgor is subject or any judgment, decree, award, franchise, order or permit applicable to Pledgor with the giving of notice or the entity in which an Interest is held by passage of time, or both, would constitute, on the part of Pledgor, a violation of or (ii) conflict with, be inconsistent with, or result in a any breach of any of of, or default under, the terms, covenants conditions or provisions of, constitute or require any consent, permit, approval, authorization, declaration or filing (other than filings now or hereinafter made by Pledgor required under the Securities Exchange Act of 1934, as amended, as a default underresult hereof) which has not been made or obtained under or pursuant to, (i) any statute, law, judgment, decree, order, rule or regulation applicable to Pledgor, (ii) the organizational and charter documents of Pledgor, if any, or, (iii)any other agreement or instrument to which Pledgor is a party or by which Pledgor (other than the Senior Loan had the consent of the Senior Lender not been obtained with respect hereto, such consent of Senior Lender having been so obtained contemporaneously herewith), or Pledgor's assets, are bound, or result in the creation or imposition of any lienLien, security interest, charge or other encumbrance upon on any of the properties or assets of Pledgor Pledgor, no such condition or event of itself, or with the giving of notice or the entity passage of time, or both, will result in which an Interest is held by Pledgor (other than the lien and security interest contemplated by this Agreement) pursuant to acceleration of the terms due date of any note, indenture, mortgage, deed obligation of trust, agreement or other instrument to which Pledgor or the entity in which an Interest is held by Pledgor is a party or by which any of them may be bound or subject; (e) Pledgor's assets are bound; provided, however, that the compliance by Pledgor has full power with the terms and authority provisions hereof is subject to execute, deliver all applicable Federal and perform this Agreement and to pledge and deliver the Collateral;state securities laws. (f) This Agreement constitutes There are no judgments presently outstanding and unsatisfied against Pledgor or any of Pledgor's assets, and neither Pledgor nor any of Pledgor's assets is a party to or the valid subject of any actions or suits or proceedings in equity or by any governmental authorities, and binding obligation no such litigation or proceeding has been threatened against Pledgor or against any of Pledgor enforceable Pledgor's assets, and no investigation in accordance with its termscontemplation of such litigation or proceeding has begun or is pending or has been threatened.

Representations and Warranties of Pledgor. The Pledgor hereby ----------------------------------------- represents and warrants to the Pledgee as follows: that: (ai) the Pledgor is the legal, record sole member of ▇▇▇▇▇▇ ▇▇▇▇ Capital and beneficial owner of, and has good and marketable title to, no other Person owns or holds any other ownership rights in the Membership Interest, subject to no lien, pledge, charge, encumbrance, security interest, or adverse claims or rights whatsoever, except the lien, pledge, and security interest created by this Agreement; (b) The Interest has been duly and validly issued, is fully paid and non-assessable, has been fully paid for by Pledgor and constitutes the ownership percentage of the issued and outstanding membership/ownership interests of the entity in which an Interest is held by Pledgor; (c) The pledge, assignment and delivery of the Collateral pursuant to this Agreement creates a valid first lien on and a perfected first priority security interest in such Collateral, and the proceeds thereof, subject to no prior lien, pledge, charge, encumbrance or security interest; (d) Neither the execution and delivery of this Agreement, nor the consummation of the transactions herein contemplated, nor compliance with the terms and provisions hereof will (i) contravene any provision of any law, statute, rule or regulation to which Pledgor is subject or any judgment, decree, award, franchise, order or permit applicable to Pledgor or the entity in which an Interest is held by Pledgor, or ; (ii) conflict withthe execution, be inconsistent withdelivery, and performance of this Agreement are not in violation of any indenture, agreement, or result in undertaking to which the Pledgor is a breach party or by which the Pledgor is bound; (iii) the execution, delivery and performance of any of the terms, covenants or provisions of, constitute a default under, or this Agreement will not result in the creation or imposition of any lienlien or charge on, security interest, charge interest in or other encumbrance upon on any of the properties or assets of the Pledgor or the entity in which an Interest is held by Pledgor (other than the lien and security interest except as contemplated by this Agreement; (iv) the Pledgor's chief executive office and the place where the Pledgor keeps its business records is ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, Los Angeles, California 90048; and (v) this Agreement will create and grant to the Pledgee (upon the filing of appropriate UCC-1 financing statements) a valid lien on, and a perfected security interest in favor of the Pledgee in, all right, title or interest of the Pledgor in or to the Collateral, subject to the prior lien in favor of Nationwide as provided in the Intercreditor Agreement, Liens for Taxes and governmental charges and levies which are not delinquent, which are being Properly Contested by or on behalf of the Pledgor or which are the obligation of Citadel Cinemas or any of its Affiliates to pay pursuant to any of the Operational Agreements and Liens placed on the Collateral by, or arising from, the actions or inactions of, or any event or condition relating to, Citadel Cinemas or any of its Affiliates, whether or not such Liens are permitted to exist pursuant to the terms of any note, indenture, mortgage, deed of trust, agreement the Operational Agreements. The Pledgor agrees that the foregoing representations and warranties shall be deemed to have been made by it on each date of a Notice of Borrowing on or other instrument to which Pledgor or after the entity in which an Interest is held date hereof by Pledgor is a party or by which any ▇▇▇▇▇▇ ▇▇▇▇ Capital under the Credit Agreement on and as of them may be bound or subject; (e) Pledgor has full power such date as though made hereunder on and authority to execute, deliver and perform this Agreement and to pledge and deliver the Collateral; (f) This Agreement constitutes the valid and binding obligation as of Pledgor enforceable in accordance with its termssuch date.

Representations and Warranties of Pledgor. Pledgor represents and hereby warrants to Pledgee Agent as follows: (a) Pledgor is the legalSchedule I and Schedule II are true, record correct and beneficial owner of, and has good and marketable title to, the Interest, subject to no lien, pledge, charge, encumbrance, security interest, or adverse claims or rights whatsoever, except the lien, pledge, and security interest created by this Agreementcomplete in all respects; (b) The Interest has been duly and validly issued, is fully paid and non-assessable, has been fully paid for by Pledgor and constitutes the ownership percentage All of the issued pledged Ownership Interests of Pledgor (the “Pledged Interests”) are in certificated form, and outstanding membership/ownership interests are registered in the name of the entity in which an Interest is held by Pledgor; (c) The pledge, assignment Pledged Interests constitute at least the percentage of all the issued and delivery outstanding Ownership Interests of the Collateral pursuant to this Agreement creates a valid first lien Company as set forth on and a perfected first priority security interest in such Collateral, and the proceeds thereof, subject to no prior lien, pledge, charge, encumbrance or security interestSchedule I; (d) Neither The Pledged Interests listed on Schedule I are the only Ownership Interests of Company in which Pledgor has any rights; (e) All certificates evidencing the Pledged Interests of Pledgor have been delivered to Agent; (f) Pledgor has good and marketable title to the Collateral. Pledgor is the sole owner of all of the Collateral, free and clear of all security interests, pledges, voting trusts, agreements, liens, claims and encumbrances whatsoever, other than the security interests, assignments and liens granted under this Agreement; (g) Pledgor has not heretofore transferred, pledged, assigned or otherwise encumbered any of its rights in or to the Collateral; (h) Pledgor is not prohibited under any agreement with any other person or entity, or under any judgment or decree, from the execution and delivery of this Agreement, nor Agreement or the consummation performance or discharge of the transactions herein contemplatedobligations, nor compliance with the terms duties, covenants, agreements, and provisions hereof will liabilities contained in this Agreement; (i) contravene No action has been brought or threatened that might prohibit or interfere with the execution and delivery of this Agreement or the performance or discharge of the obligations, duties, covenants, agreements, and liabilities contained in this Agreement; (j) Pledgor has full power and authority to execute and deliver this Agreement, and the execution and delivery of this Agreement do not conflict with any provision of agreement to which Pledgor is a party or any law, statuteorder, rule ordinance, rule, or regulation to which Pledgor is subject or any judgment, decree, award, franchise, order or permit applicable to Pledgor or the entity in by which an Interest it is held by Pledgor, or (ii) conflict with, be inconsistent with, or result in a breach of any of the terms, covenants or provisions of, bound and do not constitute a default under, or result in the creation or imposition of under any lien, security interest, charge or other encumbrance upon any of the properties or assets of Pledgor or the entity in which an Interest is held by Pledgor (other than the lien and security interest contemplated by this Agreement) pursuant to the terms of any note, indenture, mortgage, deed of trust, agreement or other instrument to which Pledgor or the entity in which an Interest is held by Pledgor is a party or by which any of them may be bound or subject;binding upon Pledgor; and (e) Pledgor has full power and authority to execute, deliver and perform this Agreement and to pledge and deliver the Collateral; (fk) This Agreement has been properly executed and delivered and constitutes the valid and legally binding obligation of Pledgor and is fully enforceable against Pledgor in accordance with its terms.

Representations and Warranties of Pledgor. The Pledgor represents and ----------------------------------------- warrants to Pledgee as follows: (a) The Pledgor is the legal, record and beneficial owner of, and has good and marketable title to, the Interest, subject to no lien, pledge, charge, encumbrance, security interest, or adverse claims or rights whatsoever, except the lien, pledge, and security interest created by this Agreement; (b) The Interest has been duly and validly issued, is fully paid and non-assessable, has been fully paid for by Pledgor and constitutes the ownership percentage of the issued and outstanding membership/ownership interests of the entity in which an Interest is held by Pledgor; (c) The pledge, assignment and delivery of the Collateral pursuant to this Agreement creates a valid first lien on and a perfected first priority security interest in such Collateral, and the proceeds thereof, subject to no prior lien, pledge, charge, encumbrance or security interest; (d) Neither the execution and delivery of this Agreement, nor the consummation of the transactions herein contemplated, nor compliance with the terms and provisions hereof will (i) contravene any provision is a corporation duly organized, validly existing and in good standing under the laws of any lawthe State of Delaware, statute, rule or regulation to which Pledgor is subject or any judgment, decree, award, franchise, order or permit applicable to Pledgor or the entity in which an Interest is held by Pledgor, or and (ii) conflict with, be inconsistent with, or result in a breach of any of the terms, covenants or provisions of, constitute a default under, or result in the creation or imposition of any lien, security interest, charge or other encumbrance upon any of the properties or assets of Pledgor or the entity in which an Interest is held by Pledgor (other than the lien and security interest contemplated by this Agreement) pursuant to the terms of any note, indenture, mortgage, deed of trust, agreement or other instrument to which Pledgor or the entity in which an Interest is held by Pledgor is a party or by which any of them may be bound or subject; (e) Pledgor has full all requisite power and authority to execute, deliver and perform this Agreement and to pledge and deliver the Collateral;Pledge Agreement. (fb) The execution, delivery and performance by the Pledgor of this Pledge Agreement (i) have been duly authorized by all necessary corporate action, (ii) do not and will not contravene its charter or by-laws, law or any contractual restriction binding on or affecting the Pledgor or any of its properties, and (iii) except as herein specifically provided, do not and will not result in or require the creation of any lien, security interest or other charge or encumbrance upon or with respect to any of its properties. (c) This Agreement constitutes the is a legal, valid and binding obligation of the Pledgor, enforceable against the Pledgor enforceable in accordance with its terms. (d) On the date of delivery of any of the Stock to Pledgee, no person (other than the Pledgor and the Pledgee) will have any right, title or interest in and to any of the Stock. (e) The Pledgor owns the Collateral free and clear of any lien, security interest or other charge or encumbrance except for the security interest in favor of Pledgee created by this Pledge Agreement. (f) No authorization or approval or other action by, and no notice to or filing with, any governmental authority or other regulatory body is required for (i) the due execution, delivery and performance by the Pledgor of this Agreement, (ii) the Pledge by the Pledgor of all its right, title and interest in and to the Collateral, or (iii) the grant by the Pledgor, or the perfection of the Security Interest created hereby in the Collateral. (g) This Agreement creates in favor of Pledgee a valid pledge, collateral assignment of, and Security Interest in, the Collateral, as security for the Obligations. Such Security Interest is a perfected first priority Security Interest. All actions necessary or desirable to perfect, establish the first priority of, or otherwise protect, such Security Interest in favor of Pledgee in the Collateral have been duly completed. It is understood and agreed that the Pledgee does not assume and shall not be subject to any obligation or liability of Pledgor under any Collateral in which the Pledgee is granted a Security Interest hereunder. (h) The Stock constitutes 100% of the issued and outstanding shares of stock in the Subsidiary.

Representations and Warranties of Pledgor. Pledgor represents and hereby warrants to Pledgee Agent as follows: : Schedule I and Schedule II are true, correct and complete in all respects; All of the pledged Ownership Interests of Pledgor (athe “Pledged Interests”) Pledgor is the legal, record and beneficial owner ofare in certificated form, and has good and marketable title to, are registered in the Interest, subject to no lien, pledge, charge, encumbrance, security interest, or adverse claims or rights whatsoever, except name of Pledgor; The Pledged Interests constitute at least the lien, pledge, and security interest created by this Agreement; (b) The Interest has been duly and validly issued, is fully paid and non-assessable, has been fully paid for by Pledgor and constitutes the ownership percentage of all the issued and outstanding membership/ownership interests Ownership Interests of Company as set forth on Schedule I; The Pledged Interests listed on Schedule I are the entity only Ownership Interests of Company in which an Interest is held by Pledgor; (c) The pledgePledgor has any rights; All certificates evidencing the Pledged Interests of Pledgor have been, assignment and delivery of the Collateral pursuant to this Agreement creates a valid first lien on and a perfected first priority security interest in such Collateral, and the proceeds thereof, subject to no prior lien, pledge, charge, encumbrance or security interest; (d) Neither substantially contemporaneously with the execution and delivery of this Agreement will be, delivered to Agent; Pledgor has good and marketable title to the Pledged Collateral. Pledgor is the sole owner of all of the Pledged Collateral, free and clear of all security interests, pledges, voting trusts, agreements, liens, claims and encumbrances whatsoever, other than the security interests, assignments and liens granted under this Agreement; Pledgor has not heretofore transferred, pledged, assigned or otherwise encumbered any of its rights in or to the Pledged Collateral; Pledgor is not prohibited under any agreement with any other person or entity, or under any judgment or decree, from the execution and delivery of this Agreement or the performance or discharge of the obligations, duties, covenants, agreements, and liabilities contained in this Agreement; No action has been brought or threatened in writing that might prohibit or interfere with the execution and delivery of this Agreement or the performance or discharge of the obligations, duties, covenants, agreements, and liabilities contained in this Agreement; Pledgor has full power and authority to execute and deliver this Agreement, nor and the consummation execution and delivery of the transactions herein contemplated, nor compliance this Agreement do not conflict with the terms and provisions hereof will (i) contravene any provision of material agreement to which Pledgor is a party or any law, statuteorder, rule ordinance, rule, or regulation to which Pledgor is subject or any judgment, decree, award, franchise, order or permit applicable to Pledgor or the entity in by which an Interest it is held by Pledgor, or (ii) conflict with, be inconsistent with, or result in a breach of any of the terms, covenants or provisions of, bound and do not constitute a default under, or result in the creation or imposition of under any lien, security interest, charge or other encumbrance upon any of the properties or assets of Pledgor or the entity in which an Interest is held by Pledgor (other than the lien and security interest contemplated by this Agreement) pursuant to the terms of any note, indenture, mortgage, deed of trust, agreement or other instrument to which Pledgor or the entity in which an Interest is held by Pledgor is a party or by which any of them may be bound or subject; (e) Pledgor has full power binding upon Pledgor; and authority to execute, deliver and perform this Agreement and to pledge and deliver the Collateral; (f) This Agreement has been properly executed and delivered and constitutes the valid and legally binding obligation of Pledgor and is fully enforceable against Pledgor in accordance with its terms.

Representations and Warranties of Pledgor. To induce Secured Party to enter into this Pledge Agreement and to induce the Lenders to enter into the Credit Agreement, and to induce Lenders to extend credit and continue to extend credit to the Borrowers, Pledgor represents makes the following representations and warrants warranties to Pledgee as followsSecured Party: (a) a. Pledgor is the legal, record and beneficial owner of, and has good and marketable title to, the InterestPledged Stock. b. Pledgor holds the Pledged Stock free and clear of all liens, subject to no liencharges, pledge, charge, encumbranceencumbrances, security interest, or adverse claims or rights whatsoever, interests and restrictions of every kind and nature whatsoever except only the lien, pledge, liens and security interest interests created by this Pledge Agreement;. (b) The Interest c. Each security which is part of the Pledged Stock has been duly and validly issued, issued and is fully paid and non-assessablenonassessable. The Pledged Stock constitutes one hundred percent (100%) of the issued and outstanding common stock of each of the respective corporations and there are no outstanding subscriptions, options, warrants, calls, commitments or agreements to issue any additional shares of stock of such companies or to purchase, redeem or retire any outstanding shares of such Pledged Stock, nor are there outstanding any securities or obligations which are convertible into or exchangeable for any shares of capital stock of such companies. d. This Pledge Agreement has been fully paid for duly executed and delivered by Pledgor and constitutes the ownership percentage legal, valid and binding obligation of Pledgor enforceable against it in accordance with its terms. e. No consent or approval of any governmental body, regulatory authority or securities exchange is required to be obtained by Pledgor in connection with the issued execution, delivery and outstanding membership/ownership interests of the entity in which an Interest is held by Pledgor; (c) The pledge, assignment and delivery of the Collateral pursuant to this Agreement creates a valid first lien on and a perfected first priority security interest in such Collateral, and the proceeds thereof, subject to no prior lien, pledge, charge, encumbrance or security interest; (d) Neither the execution and delivery performance of this Pledge Agreement. f. The execution, nor the consummation delivery and performance of the transactions herein contemplated, nor compliance with the terms and provisions hereof this Pledge Agreement will (i) contravene not violate any provision of any law, statute, rule applicable law or regulation or of any writ or decree of any court or governmental instrumentality or of any indenture, contract, agreement or other undertaking to which Pledgor is subject a party or any judgment, decree, award, franchise, order or permit applicable which purports to be binding upon Pledgor or the entity in which an Interest is held by Pledgor, or (ii) conflict with, be inconsistent with, or result in a breach of upon any of the terms, covenants or provisions of, constitute a default under, or its assets and will not result in the creation or imposition of any lien, charge or encumbrance on or security interest in any of the assets of Pledgor except as contemplated by this Pledge Agreement. g. The pledge, assignment and delivery of the Pledged Stock pursuant to this Pledge Agreement creates valid first liens and first security interests in the Pledged Stock which are perfected and senior to any pledge, lien, mortgage, hypothecation, security interest, charge charge, option or other encumbrance upon or to any of agreement purporting to grant to any third party a security interest in the properties property or assets of Pledgor or which would include the entity in which an Interest is held by Pledgor (other than the lien and security interest contemplated by this Agreement) pursuant to the terms of any note, indenture, mortgage, deed of trust, agreement or other instrument to which Pledgor or the entity in which an Interest is held by Pledgor is a party or by which any of them may be bound or subject; (e) Pledgor has full power and authority to execute, deliver and perform this Agreement and to pledge and deliver the Collateral; (f) This Agreement constitutes the valid and binding obligation of Pledgor enforceable in accordance with its termsPledged Stock.

Representations and Warranties of Pledgor. Pledgor represents and hereby warrants to Pledgee Agent and Purchasers as follows: (a) Pledgor is As of the legalInitial Funding Date, record Schedule I and beneficial owner ofSchedule II are true, correct and has good and marketable title to, the Interest, subject to no lien, pledge, charge, encumbrance, security interest, or adverse claims or rights whatsoever, except the lien, pledge, and security interest created by this Agreementcomplete in all respects; (b) The Interest has been duly and validly issued, is fully paid and non-assessable, has been fully paid for by Pledgor and constitutes the ownership percentage All of the issued and outstanding membership/ownership interests of the entity in which an Interest is Ownership Interests held by Pledgorthe Pledgor (the “Pledged Interests”) are in certificated form; (c) The pledge, assignment Pledged Interests constitute one hundred percent (100%) of all the issued and delivery outstanding Ownership Interests of the Collateral pursuant to this Agreement creates a valid first lien on and a perfected first priority security interest in such Collateral, and the proceeds thereof, subject to no prior lien, pledge, charge, encumbrance or security interestCompany; (d) Neither As of the Initial Funding Date, the Pledged Interests listed on Schedule I are the only Ownership Interests of Company in which Pledgor has any rights; (e) Pledgor has good and marketable title to the Collateral. Pledgor is the sole owner of all of the Collateral, free and clear of all security interests, pledges, voting trusts, agreements, liens, claims and encumbrances whatsoever, other than the security interests, assignments and liens granted under this Agreement; (f) Other than the security interests, assignments and liens granted under this Agreement, Pledgor has not heretofore transferred, pledged, assigned or otherwise encumbered any of its rights in or to the Collateral; (g) Pledgor is not prohibited under any agreement with any other person or entity, or under any judgment or decree, from the execution and delivery of this Agreement, nor Agreement or the consummation performance or discharge of the transactions herein contemplatedobligations, nor compliance with duties, covenants, agreements, and liabilities contained in this Agreement; (h) No action has been brought or, to the terms best knowledge of Pledgor, threatened that would prohibit the execution and provisions hereof will delivery of this Agreement or the performance or discharge of the obligations, duties, covenants, agreements, and liabilities contained in this Agreement; (i) contravene Pledgor has full power and authority to execute and deliver this Agreement, and the execution and delivery of this Agreement do not conflict with any provision of agreement to which Pledgor is a party or any law, statuteorder, rule ordinance, rule, or regulation to which Pledgor is subject or any judgment, decree, award, franchise, order or permit applicable to Pledgor or the entity in by which an Interest it is held by Pledgor, or (ii) conflict with, be inconsistent with, or result in a breach of any of the terms, covenants or provisions of, bound and do not constitute a default under, or result in the creation or imposition of under any lien, security interest, charge or other encumbrance upon any of the properties or assets of Pledgor or the entity in which an Interest is held by Pledgor (other than the lien and security interest contemplated by this Agreement) pursuant to the terms of any note, indenture, mortgage, deed of trust, agreement or other instrument to which Pledgor or the entity in which an Interest is held by Pledgor is a party or by which any of them may be bound or subjectbinding upon Pledgor; (e) Pledgor has full power and authority to execute, deliver and perform this Agreement and to pledge and deliver the Collateral; (fj) This Agreement has been duly executed and delivered and constitutes the valid and legally binding obligation of Pledgor and is fully enforceable against Pledgor in accordance with its terms; and (k) By virtue of the execution and delivery by the Pledgor of this Agreement, when any Pledged Interests are delivered to Agent in accordance with this Agreement, Agent will obtain a legal, valid and first priority perfected lien upon and security interest in the Pledged Interests as security for the payment and performance of the Secured Obligations.

Representations and Warranties of Pledgor. Pledgor hereby represents and warrants to Pledgee Secured Party as of the date hereof as follows: (a) Pledgor No consent of any other person or entity (including, without limitation, any owner or creditor of Pledgor) which has not been obtained, is required in connection with the legalexecution, record and beneficial owner ofdelivery, and performance, validity or enforceability of this Agreement other than the consent of the Senior Lender with respect to the Senior Loan, which consent of Senior Lender has good and marketable title to, the Interest, subject to no lien, pledge, charge, encumbrance, security interest, or adverse claims or rights whatsoever, except the lien, pledge, and security interest created by this Agreement;been obtained contemporaneously herewith. (b) The Interest has been Pledgor is duly organized, validly existing and validly issued, is fully paid and non-assessable, has been fully paid for by Pledgor and constitutes in good standing under the ownership percentage laws of the issued state of its formation and outstanding membership/ownership interests has all requisite power and authority under the laws of the entity in which an Interest is held by Pledgor;such state and under its organizational and charter documents to enter into and perform its obligations under this Agreement. (c) The pledgePledgor has taken all necessary legal and other action to authorize the execution, assignment delivery and delivery performance of the Collateral pursuant to this Agreement, and this Agreement creates a constitutes the valid first lien on and a perfected first priority security interest binding obligation and agreement of Pledgor, enforceable in such Collateral, and the proceeds thereofaccordance with its terms, subject to no prior lienlimitations as to enforceability imposed by bankruptcy, pledgereorganization, chargemoratorium, encumbrance insolvency and other laws of general application relating to or security interest;affecting the enforceability of creditors' rights and to equitable principles. (d) Pledgor has not received any notice of default under any agreement or instrument to which Pledgor is a party or by which Pledgor or Pledgor's assets may be bound which default would have a material adverse effect on Pledgor's business, assets, property or financial or other condition, and Pledgor is not in default under any order, judgment, award or decree of any court, arbitrator or other governmental authority binding upon or affecting Pledgor or by which any of Pledgor's assets may be bound or affected. (e) Neither the execution and delivery of this Agreement, Agreement nor the consummation of the transactions herein contemplated, nor compliance by Pledgor with the terms and provisions hereof will (i) contravene any provision are events which of any lawthemselves, statute, rule or regulation to which Pledgor is subject or any judgment, decree, award, franchise, order or permit applicable to Pledgor with the giving of notice or the entity in which an Interest is held by passage of time, or both, would constitute, on the part of Pledgor, a violation of or (ii) conflict with, be inconsistent with, or result in a any breach of any of of, or default under, the terms, covenants conditions or provisions of, constitute or require any consent, permit, approval, authorization, declaration or filing (other than filings now or hereafter made by Pledgor as required under the Securities Exchange Act of 1934, as amended, as a default underresult hereof) which has not been made or obtained under or pursuant to, (i) any statute, law, judgment, decree, order, rule or regulation applicable to Pledgor, (ii) the organizational and charter documents of Pledgor, if any, or (iii) any other agreement or instrument to which Pledgor is a party (other than the Senior Loan had the consent of the Senior Lender not been obtained with respect hereto, such consent of Senior Lender having been so obtained contemporaneously herewith) or by which Pledgor, or Pledgor's assets, are bound, or result in the creation or imposition of any lien, security interest, charge or other encumbrance upon Lien on any of the properties or assets of Pledgor Pledgor, and no such condition or event of itself, or with the giving of notice or the entity passage of time, or both, will result in which an Interest is held by Pledgor (other than the lien and security interest contemplated by this Agreement) pursuant to acceleration of the terms due date of any note, indenture, mortgage, deed obligation of trust, agreement or other instrument to which Pledgor or the entity in which an Interest is held by Pledgor is a party or by which any of them may be bound or subject; (e) Pledgor's assets are bound; provided, however, that the compliance by Pledgor has full power with the terms and authority provisions hereof is subject to execute, deliver all applicable Federal and perform this Agreement and to pledge and deliver the Collateral;state securities laws. (f) This Agreement constitutes Except as have been disclosed in the valid and binding obligation March 31, 2001 financial statements of Pledgor enforceable provided to Secured Party, there are no judgments presently outstanding and unsatisfied against Pledgor or any of Pledgor's assets, and neither Pledgor nor any of Pledgor's assets is a party to or the subject of any actions or suits or proceedings in accordance with its termsequity or by any governmental authorities, and no such litigation or proceeding has been threatened against Pledgor or against any of Pledgor's assets, and no investigation in contemplation of such litigation or proceeding has begun or is pending or has been threatened.

Representations and Warranties of Pledgor. Pledgor represents and hereby warrants to Pledgee Agent as follows: (a) Pledgor is the legalSchedule I and Schedule II are true, record correct and beneficial owner of, and has good and marketable title to, the Interest, subject to no lien, pledge, charge, encumbrance, security interest, or adverse claims or rights whatsoever, except the lien, pledge, and security interest created by this Agreementcomplete in all respects; (b) The Interest has been duly and validly issued, is fully paid and non-assessable, has been fully paid for by Pledgor and constitutes the ownership percentage of the issued and outstanding membership/ownership interests of the entity in which an Interest is held by Pledgor[Reserved]; (c) The pledge, assignment Pledged Interests constitute at least the percentage of all the issued and delivery outstanding Ownership Interests of the Collateral pursuant to this Agreement creates a valid first lien Company as set forth on and a perfected first priority security interest in such Collateral, and the proceeds thereof, subject to no prior lien, pledge, charge, encumbrance or security interestSchedule I; (d) Neither [Reserved]; (e) Pledgor has good and marketable title to the Collateral. Pledgor is the sole owner of all of the Collateral, free and clear of all security interests, pledges, voting trusts, agreements, liens, claims and encumbrances whatsoever, other than the security interests, assignments and liens granted under this Agreement; (f) Pledgor has not heretofore transferred, pledged, assigned or otherwise encumbered any of its rights in or to the Collateral; (g) Pledgor is not prohibited under any agreement with any other person or entity, or under any judgment or decree, from the execution and delivery of this Agreement, nor Agreement or the consummation performance or discharge of the transactions herein contemplatedobligations, nor compliance duties, covenants, agreements, and liabilities contained in this Agreement; (h) No action has been brought or, to Pledgor’s knowledge, threatened that might prohibit or interfere with the terms execution and provisions hereof will delivery of this Agreement or the performance or discharge of the obligations, duties, covenants, agreements, and liabilities contained in this Agreement; (i) contravene Pledgor has full power and authority to execute and deliver this Agreement, and the execution and delivery of this Agreement do not conflict with any provision of agreement to which Pledgor is a party or any law, statuteorder, rule ordinance, rule, or regulation to which Pledgor is subject or any judgment, decree, award, franchise, order or permit applicable to Pledgor or the entity in by which an Interest it is held by Pledgor, or (ii) conflict with, be inconsistent with, or result in a breach of any of the terms, covenants or provisions of, bound and do not constitute a default under, or result in the creation or imposition of under any lien, security interest, charge or other encumbrance upon any of the properties or assets of Pledgor or the entity in which an Interest is held by Pledgor (other than the lien and security interest contemplated by this Agreement) pursuant to the terms of any note, indenture, mortgage, deed of trust, agreement or other instrument to which Pledgor or the entity in which an Interest is held by Pledgor is a party or by which any of them may be bound or subject;binding upon Pledgor; and (e) Pledgor has full power and authority to execute, deliver and perform this Agreement and to pledge and deliver the Collateral; (fj) This Agreement has been properly executed and delivered and constitutes the valid and legally binding obligation of Pledgor and is fully enforceable against Pledgor in accordance with its terms.

Representations and Warranties of Pledgor. Pledgor represents and warrants to Pledgee as followsthe Secured Party (which representations and warranties shall be deemed to continue to be made until all of the Obligations have been satisfied in full) that: (a) the execution, delivery and performance by Pledgor of this Agreement and the pledge of the Collateral hereunder do not and will not result in any violation of any agreement, indenture, instrument, license, judgment, decree, order, law, statute, ordinance or other governmental rule or regulation applicable to Pledgor; (b) this Agreement constitutes the legal, valid, and binding obligation of Pledgor enforceable against Pledgor in accordance with its terms; (c) all Pledged Stock owned by Pledgor is set forth on Schedule A hereto and Pledgor is the legal, record direct and beneficial owner of each share of the Pledged Stock; (d) all of the shares of the Pledged Stock have been duly authorized, validly issued and are fully paid and nonassessable; (e) no consent or approval of any person, corporation, governmental body, regulatory authority or other entity, is or will be necessary for (i) the execution, delivery and performance of this Agreement, (ii) the exercise by the Secured Party of any rights with respect to the Collateral or (iii) the pledge and assignment of, and has good and marketable title tothe grant of a security interest in, the InterestCollateral hereunder; (f) there are no pending or, subject to no lienthe best of Pledgor’s knowledge, pledgethreatened actions or proceedings before any court, chargejudicial body, encumbrance, security interest, administrative agency or adverse claims or rights whatsoever, except arbitrator which may materially adversely affect the lien, pledge, Collateral; (g) Pledgor has the requisite power and security interest created by authority to enter into this Agreement and to pledge and assign the Collateral to the Secured Party in accordance with the terms of this Agreement; (bh) The Interest has been duly and validly issued, is fully paid and non-assessable, has been fully paid for by Pledgor and constitutes the ownership percentage of the issued and outstanding membership/ownership interests of the entity in which an Interest is held by Pledgor; (c) The pledge, assignment and delivery owns each item of the Collateral pursuant to this Agreement creates a valid first lien on and, except for the pledge and a perfected first priority security interest in such Collateralgranted to Secured Party hereunder, the Collateral shall be, immediately following the closing of the transactions contemplated by the Transaction Agreements, free and the proceeds thereofclear of any other security interest, subject to no prior lienmortgage, pledge, claim, lien, charge, hypothecation, assignment, offset or encumbrance whatsoever and are not subject to preemptive rights or security interest; (d) Neither the execution and delivery rights of this Agreement, nor the consummation of the transactions herein contemplated, nor compliance with the terms and provisions hereof will (i) contravene any provision of any law, first refusal created by statute, rule the Certificate of Incorporation or regulation Bylaws of UCA or any agreement to which Pledgor is subject or any judgment, decree, award, franchise, order or permit applicable to Pledgor or the entity in which an Interest is held by Pledgor, or (ii) conflict with, be inconsistent with, or result in a breach of any of the terms, covenants or provisions of, constitute a default under, or result in the creation or imposition of any lien, security interest, charge or other encumbrance upon any of the properties or assets of Pledgor or the entity in which an Interest is held by Pledgor (other than the lien and security interest contemplated by this Agreement) pursuant to the terms of any note, indenture, mortgage, deed of trust, agreement or other instrument to which Pledgor or the entity in which an Interest is held by Pledgor UCA is a party or by which it is bound (collectively, “Liens”); (i) there are no restrictions on transfer of the Pledged Stock contained in the Certificate of Incorporation or Bylaws (or equivalent organizational documents) of UCA or otherwise which have not otherwise been enforceably and legally waived by the necessary parties; (j) none of the Pledged Stock has been issued or transferred in violation of the securities registration, securities disclosure or similar laws of any of them jurisdiction to which such issuance or transfer may be bound or subject; (ek) Pledgor has full power the pledge and authority to execute, deliver assignment of the Collateral and perform the grant of a security interest under this Agreement and to pledge and deliver vest in the Collateral;Secured Party all rights of Pledgor in the Collateral as contemplated by this Agreement; and (fl) This Agreement the Pledged Stock constitutes one hundred percent (100%) of the valid issued and binding obligation outstanding shares of Pledgor enforceable capital stock of UCA. Other than the transactions contemplated by the Transaction Agreement, there are no other outstanding shares of capital stock or voting securities and no outstanding commitments to issue any shares of capital stock or voting securities of UCA. All outstanding shares of UCA’s Common Stock were issued in accordance compliance with all applicable federal and state securities laws. There are no options, warrants, calls, rights, commitments, agreements or arrangements of any character to which UCA is a party or by which UCA is bound relating to the issued or unissued capital stock of UCA or obligating UCA to issue, deliver, sell, repurchase or redeem, or cause to be issued, delivered, sold, repurchased or redeemed, any shares of capital stock of UCA or obligating UCA to grant, extend, accelerate the vesting of, change the price of, or otherwise amend or enter into any such option, warrant, call, right, commitment or agreement. There are no contracts, commitments or agreements relating to voting, purchase or sale of UCA’s capital stock (i) between or among UCA and any of its termsstockholders and (ii) between or among any of UCA’s stockholders.

Representations and Warranties of Pledgor. Pledgor represents and warrants to the Pledgee as follows(which representations and warranties shall be deemed to continue to be made until all of the Indebtedness has been paid in full and each Document and each agreement and instrument entered into in connection therewith has been irrevocably terminated) that: (a) the execution, delivery and performance by Pledgor is of this Agreement and the legalpledge of the Collateral hereunder do not and will not result in any violation of any agreement, record and beneficial owner ofindenture, and has good and marketable title toinstrument, the Interestlicense, subject judgment, decree, order, law, statute, ordinance or other governmental rule or regulation applicable to no lien, pledge, charge, encumbrance, security interest, or adverse claims or rights whatsoever, except the lien, pledge, and security interest created by this AgreementPledgor; (b) The Interest has been duly and validly issued, is fully paid and non-assessable, has been fully paid for by Pledgor and this Agreement constitutes the ownership percentage legal, valid, and binding obligation of the issued and outstanding membership/ownership interests of the entity Pledgor enforceable against Pledgor in which an Interest is held by Pledgoraccordance with its terms; (ci) The pledge, assignment all Pledged Stock owned by Pledgor is set forth on Schedule A hereto and delivery (ii) Pledgor is the direct and beneficial owner of each share of the Collateral pursuant to this Agreement creates a valid first lien on and a perfected first priority security interest in such Collateral, and the proceeds thereof, subject to no prior lien, pledge, charge, encumbrance or security interestPledged Stock; (d) Neither the execution and delivery of this Agreement, nor the consummation all of the transactions herein contemplated, nor compliance with the terms and provisions hereof will (i) contravene any provision of any law, statute, rule or regulation to which Pledgor is subject or any judgment, decree, award, franchise, order or permit applicable to Pledgor or the entity in which an Interest is held by Pledgor, or (ii) conflict with, be inconsistent with, or result in a breach of any shares of the termsPledged Stock have been duly authorized, covenants or provisions of, constitute a default under, or result in the creation or imposition of any lien, security interest, charge or other encumbrance upon any of the properties or assets of Pledgor or the entity in which an Interest is held by Pledgor (other than the lien validly issued and security interest contemplated by this Agreement) pursuant to the terms of any note, indenture, mortgage, deed of trust, agreement or other instrument to which Pledgor or the entity in which an Interest is held by Pledgor is a party or by which any of them may be bound or subjectare fully paid and nonassessable; (e) no consent or approval of any person, corporation, governmental body, regulatory authority or other entity, is or will be necessary for (i) the execution, delivery and performance of this Agreement, (ii) the exercise by the Pledgee of any rights with respect to the Collateral or (iii) the pledge and assignment of, and the grant of a security interest in, the Collateral hereunder; (f) there are no pending or, to the best of Pledgor's knowledge, threatened actions or proceedings before any court, judicial body, administrative agency or arbitrator which may materially adversely affect the Collateral; (g) Pledgor has full the requisite power and authority to execute, deliver and perform enter into this Agreement and to pledge and deliver assign the Collateral; (f) This Agreement constitutes Collateral to the valid and binding obligation of Pledgor enforceable Pledgee in accordance with its termsthe terms of this Agreement. (h) Pledgor owns each item of the Collateral and, except for the pledge and security interest granted to Pledgee hereunder, the Collateral shall be free and clear of any other security interest, pledge, claim, lien, charge, hypothecation, assignment, offset or encumbrance whatsoever (collectively, "Liens"). (i) there are no restrictions on transfer of the Pledged Stock contained in the certificate of incorporation or by-laws (or equivalent organizational documents) of each Issuer or otherwise which have not otherwise been enforceably and legally waived by the necessary parties. (j) none of the Pledged Stock has been issued or transferred in violation of the securities registration, securities disclosure or similar laws of any jurisdiction to which such issuance or transfer may be subject. (k) the pledge and assignment of the Collateral and the grant of a security interest under this Agreement vest in the Pledgee all rights of Pledgor in the Collateral as contemplated by this Agreement. (l) the Pledged Stock constitutes one hundred percent (100%) of the issued and outstanding shares of capital stock of each Issuer.

Representations and Warranties of Pledgor. Pledgor warrants and represents to Agent and warrants to Pledgee the other Secured Parties as follows: follows (which representations and warranties shall be deemed continuing): (a) Pledgor is the legal, record legal and beneficial owner of, and has good and marketable title to, of the Interest, subject to no lien, pledge, charge, encumbrance, security interest, or adverse claims or rights whatsoever, except the lien, pledge, and security interest created by this Agreement; Pledged Collateral; (b) The Interest has all of the shares of the Stock have been duly and validly issued, is are fully paid and non-assessablenonassessable, has been fully paid for and are owned by Pledgor and free of any Liens except for Agent’s security interest hereunder; (c) the Stock constitutes the ownership percentage all of the issued and outstanding membership/ownership interests capital stock of each of the entity in which an Interest is held by Pledgor; Companies; (cd) The pledgethere are no contractual, assignment and delivery charter or other restrictions upon the voting rights or upon the transfer of any of the Pledged Collateral; (e) Pledgor has the right to vote, pledge and grant a security interest in or otherwise transfer the Pledged Collateral without the consent of any other party and free of any Liens and applicable restrictions imposed by any governmental authority and without any restriction under the by-laws or charter of Pledgor or any Company or any agreement among Pledgor’s or any Company’s shareholders; (f) this Agreement has been duly authorized, executed and delivered by Pledgor and constitutes a legal, valid and binding obligation of Pledgor, enforceable in accordance with its terms except to the extent that the enforceability thereof may be limited by bankruptcy, insolvency or other similar laws of general application affecting the enforcement of creditors’ rights; (g) the execution, delivery and performance by Pledgor of this Agreement and the exercise by Agent of its rights and remedies hereunder do not and will not result in the violation of the by-laws or charter of Pledgor, any violation of any material provision of any agreement, indenture, instrument or any violation in any material respects of any applicable law by which Pledgor or any Company is bound or to which Pledgor or any Company is subject (except Pledgor makes no representation or warranty about Agent’s prospective compliance with any federal or state laws or regulations governing the sale or exchange of securities); and (h) no consent, filing, approval, registration or recording is required (x) for the pledge by Pledgor of the Pledged Collateral pursuant to this Agreement creates a valid first lien on and a perfected first priority security interest in such Collateral, and or (y) to perfect the proceeds thereof, subject to no prior lien, pledge, charge, encumbrance or security interest; (d) Neither the execution and delivery of Lien created by this Agreement, nor the consummation of the transactions herein contemplated, nor compliance with the terms and provisions hereof will (i) contravene any provision of any law, statute, rule or regulation to which Pledgor is subject or any judgment, decree, award, franchise, order or permit applicable to Pledgor or the entity except in which an Interest is held by Pledgor, or (ii) conflict with, be inconsistent with, or result in a breach of any of the terms, covenants or provisions of, constitute a default under, or result in the creation or imposition of any lien, security interest, charge or other encumbrance upon any of the properties or assets of Pledgor or the entity in which an Interest is held by Pledgor (other than the lien and security interest contemplated by this Agreement) pursuant each case to the terms of any noteextent that such consent, indenturefiling, mortgageapproval, deed of trust, agreement registration or other instrument to which Pledgor recording has been obtained or the entity in which an Interest is held by Pledgor is a party or by which any of them may be bound or subject; (e) Pledgor has full power and authority to execute, deliver and perform this Agreement and to pledge and deliver the Collateral; (f) This Agreement constitutes the valid and binding obligation of Pledgor enforceable in accordance with its termsmade.

Representations and Warranties of Pledgor. Pledgor hereby represents and warrants warrant to Pledgee as followsthat: (a) Pledgor is the legal, record and beneficial owner of, and has good and marketable title to, the Interest, subject to no lien, pledge, charge, encumbrance, security interest, or adverse claims or rights whatsoever, except the lien, pledge, and security interest created by this Agreement; (b) The Interest has been duly and validly issued, is fully paid and non-assessable, has been fully paid for by Pledgor and constitutes the ownership percentage of the issued and outstanding membership/ownership interests of the entity in which an Interest is held by Pledgor; (c) The pledge, assignment and delivery of the Collateral pursuant to this Agreement creates a valid first lien on and a perfected first priority security interest in such Collateral, and the proceeds thereof, subject to no prior lien, pledge, charge, encumbrance or security interest; (d) Neither the execution and delivery of this Agreement, nor the consummation of the transactions herein contemplatedcontemplated and the performance, nor compliance with observance, and fulfillment by Pledgor of all of the terms and provisions hereof will (i) contravene any provision conditions to be performed, observed, and fulfilled under this Agreement have been approved and authorized. Pledgor has the right, power, legal capacity, and authority to enter into and perform his or its obligations under this Agreement and no consent of any third party is necessary with respect thereto; (b) this Agreement constitutes a valid and binding obligation of the Pledgor and the Company, enforceable against each of them in accordance with its terms except as such enforceability may be limited by bankruptcy, insolvency, moratorium, reorganization, or other similar laws affecting the enforcement of creditor's rights generally and general principles of equity; (c) the execution, delivery and performance by Pledgor of this Agreement and the pledge of the Pledged Interest by Pledgor hereunder does not and will not result in any violation of any agreement, indenture, instrument, certificate of incorporation, judgment, decree, order, law, statute, rule or regulation to which Pledgor is subject or any judgment, decree, award, franchise, order or permit applicable to Pledgor or the entity in which an Interest is held by Pledgor, or ; (iid) conflict with, be inconsistent with, or result in a breach of any of the terms, covenants or provisions of, constitute a default under, or result in the creation or imposition of any lien, security interest, charge or other encumbrance upon any of the properties or assets of Pledgor or the entity in which an Interest is held by Pledgor (other than except for the lien and security interest contemplated by this Agreement) pursuant in the Pledged Interest granted hereunder to Pledgee, ▇▇▇▇▇▇▇ is and will at all times continue to be the terms sole owner, beneficially and of any noterecord, indentureof the Pledged Interest, mortgageand hold and will at all times continue to own the Pledged Interest free and clear of all liens, deed claims, charges, security interests and encumbrances of trust, agreement or other instrument to which Pledgor or the entity in which an Interest is held by Pledgor is a party or by which any of them may be bound or subject;every kind and nature. (e) Pledgor has full power and authority to execute, deliver the Company will defend ▇▇▇▇▇▇▇'s title and perform this Agreement interest in and to pledge the Pledged Interest against any and deliver the Collateralall liens, claims, security or other interests, rights, options or other impediments or encumbrances of any kind or nature whatsoever; (f) This Agreement constitutes the valid and binding obligation pledge of the Pledged Interest effected hereunder will vest in Pledgee the rights of Pledgor in the Pledged Interest as set forth herein, and will grant to Pledgee a valid, enforceable and perfected first lien and security interest in the Pledged Interest; and (g) the representations and warranties of Pledgor contained in this Agreement shall survive the execution, delivery and performance of this Agreement until the termination of this Agreement in accordance with its termsthe provisions of Section 7 hereof.

Representations and Warranties of Pledgor. Pledgor represents and warrants to Pledgee Secured Party as follows: (a) Pledgor is the sole legal, record and beneficial owner of, and has good and marketable title to, the InterestPledged Shares, subject to no lienLien, pledge, charge, encumbrance, security option or other interest, or adverse claims or rights whatsoever, except the lien, pledge, and security interest created by this Agreement;. (b) The Interest Pledgor has been duly all requisite power and validly issuedauthority to enter into this Agreement, is fully paid to pledge the Pledged Shares for the purposes described herein to carry out the transactions contemplated hereby, and non-assessablethe execution, has been fully paid for delivery and performance by Pledgor and constitutes the ownership percentage of the issued and outstanding membership/ownership interests this Agreement will not constitute a violation of, or default under any agreement, license, indenture or other instrument, or judgment, decree, order or writ of the entity in which an Interest is held by any Governmental Authority, applicable to Pledgor;. (c) The pledgeNo security agreements or any other Lien instruments have been executed and delivered, assignment and delivery no financing statements or any other notice of the Collateral pursuant any Lien have been filed in any jurisdiction, granting or purporting to this Agreement creates grant a valid first lien on and a perfected first priority security interest in such Collateral, and or create a Lien on the proceeds thereof, subject Pledged Shares to no prior lien, pledge, charge, encumbrance or security interest;any party other than Secured Party. (d) Neither The Pledged Shares are duly authorized, validly issued, fully paid and nonassessable, and were issued in compliance with all applicable laws. (e) All corporate or Governmental Authority authorizations, permits, approvals, consents or notifications which may be required in connection with this Agreement, the valid execution and delivery of this Agreement, nor and the consummation carrying out or performance of any of the transactions herein contemplatedactivities or transaction required or contemplated hereunder, nor compliance have been obtained or filed and remain in full force and effect. (f) There is no action, suit or proceeding pending, or to the knowledge of Pledgor, threatened before any court or governmental or administrative body or agency which may reasonably be expected to result in a material adverse change in the assets or properties or in the condition, financial or otherwise, of Pledgor, or impair the ability of Pledgor to perform its obligations under this Agreement. Pledgor is not in default with the terms and provisions hereof will (i) contravene respect to any provision of any lawjudgment, statutewrit, injunction, decree, rule or regulation to which of any court or any governmental or administrative body or agency. (g) Pledgor is subject or any judgment, decree, award, franchise, order or permit in compliance with all laws applicable to Pledgor or the entity in which an Interest is held by Pledgor, or (ii) conflict with, be inconsistent with, or result in a breach of any of the terms, covenants or provisions of, constitute a default under, or result in the creation or imposition of any lien, security interest, charge or other encumbrance upon any of the properties or assets of Pledgor or the entity in which an Interest is held by Pledgor (other than the lien and security interest contemplated by this Agreement) pursuant to the terms of any note, indenture, mortgage, deed of trust, agreement or other instrument to which Pledgor or the entity in which an Interest is held by Pledgor is a party or by which any of them may be bound or subject; (e) Pledgor has full power and authority to execute, deliver and perform this Agreement and to pledge and deliver the Collateral; (f) This Agreement constitutes the valid and binding obligation of Pledgor enforceable in accordance with its termsit.

Representations and Warranties of Pledgor. The Pledgor represents and warrants to Pledgee as followsthat: (a) Pledgor is the legal, record and beneficial owner ofIt has, and has good duly exercised, all requisite power and marketable title toauthority to enter into this Pledge Agreement, to pledge the Interest, subject Pledged Assets for the purposes described in the recitals to no lien, pledge, charge, encumbrance, security interest, or adverse claims or rights whatsoever, except the lien, pledgethis Pledge Agreement, and security interest created to carry out the transactions contemplated by this Pledge Agreement; (b) It is the legal and beneficial owner of all of the Pledged Assets; (c) The Interest has Pledged Securities constitute all of the issued and outstanding Capital Securities of each issuer thereof; (d) All of the Pledged Securities have been duly and validly issued, is are fully paid and non-assessablenonassessable, has been fully paid for by Pledgor and constitutes the ownership percentage all of the issued and outstanding membership/ownership interests Pledged Assets are owned by the Pledgor free of any pledge, mortgage, hypothecation, lien, charge, encumbrance or security interest in or on such Pledged Assets or the entity in which an Interest is held by Pledgorproceeds thereof, except for that granted hereunder; (ce) The pledge, assignment execution and delivery of this Pledge Agreement, and the Collateral pursuant performance of its terms, will not result in any violation of any provision of the Organizational Documents of the Pledgor or the applicable issuer of the Pledged Securities or violate or constitute a default under the terms of any agreement, indenture or other instrument, license, judgment, decree, order, law, statute, ordinance or other governmental rule or regulation, applicable to the Pledgor or any of its property; and (f) Upon the delivery of all certificates and instruments evidencing the Pledged Securities to the Agent or its agent and the filing of financing statements in the filing offices described in Schedule 2 hereto naming the Pledgor as debtor, the Agent as secured party and describing the Pledged Assets, this Pledge Agreement creates will create a valid first lien on upon and a perfected first priority security interest in such Collateral, the Pledged Assets and the proceeds thereof, subject to no prior security interest, lien, pledgecharge or encumbrance, charge, encumbrance or agreement purporting to grant to any third party a security interest;interest in the property or assets of the Pledgor which would include the Pledged Assets. (dg) Neither The Pledgor's chief executive office within the execution and delivery meaning of ss. 9-103(3)(d) of the UCC, is listed on Schedule 2 hereto. (h) None of the Pledged Securities is, nor at any time during the term of this AgreementPledge Agreement will be, nor the consummation of the transactions herein contemplated, nor compliance with the terms and provisions hereof will (i) contravene any provision of any lawdealt in or traded on securities exchanges or in securities markets, statute, rule or regulation to which Pledgor is subject or any judgment, decree, award, franchise, order or permit applicable to Pledgor or the entity in which an Interest is held by Pledgor, or (ii) conflict with, be inconsistent with, or result in a breach of any expressly governed by Article 8 ("Article 8") of the terms, covenants or provisions of, constitute a default under, or result in the creation or imposition of any lien, security interest, charge or other encumbrance upon any of the properties or assets of Pledgor or the entity in which an Interest is held by Pledgor (other than the lien and security interest contemplated by this Agreement) UCC pursuant to the terms of any notethe Organizational Documents, indenture(iii) an investment company security (as defined in UCC ss. 8-103 of Article 8) or (iv) held in a securities account (as defined in UCC ss. 8-501 of Article 8). (i) Except for the filing of the Financing Statements and the delivery of certificates evidencing the Pledged Securities along with stock powers executed in blank, mortgageno authorization, deed of trustapproval, agreement or other instrument action by, and no notice to which or filing with, any governmental authority or regulatory body or any other Person is required for (1) the pledge by the Pledgor of the Pledged Assets pursuant to this Pledge Agreement, (2) the creation and perfection of a first priority security interest in the Pledged Assets in favor of the Banks or for the execution, delivery or performance of this Pledge Agreement by the Pledgor or (3) for the entity exercise by the Agent on behalf of the Banks of the remedies in which an Interest is held by Pledgor is a party or by which any respect of them the Pledged Assets pursuant to this Pledge Agreement (except as may be bound or subject; (e) Pledgor has full power and authority to execute, deliver and perform this Agreement and to pledge and deliver required by the Collateral; (f) This Agreement constitutes the valid and binding obligation of Pledgor enforceable in accordance with its termsUCC).

Representations and Warranties of Pledgor. Pledgor warrants and represents and warrants to Pledgee as followsthat: (a) Pledgor is the legal, record legal and beneficial owner of, and has good and marketable title to, the Interest, subject to no lien, pledge, charge, encumbrance, security interest, or adverse claims or rights whatsoever, except the lien, pledge, and security interest created by this Agreementof its Pledged Collateral; (b) The Interest has all of the Pledged Equity Interests pledged by Pledgor hereunder have been duly and validly issued, is are fully paid and non-assessablenonassessable, has been fully paid for and are owned by Pledgor and constitutes free of any liens, charges or encumbrances except for ▇▇▇▇▇▇’s security interests hereunder; (c) the ownership Pledged Equity Interests constitute at least the percentage of the issued and outstanding membership/ownership interests capital stock or other Equity Interests of the entity in which an Interest is held by Pledgor; (c) The pledge, assignment and delivery of the Collateral pursuant to this Agreement creates a valid first lien Issuer listed on and a perfected first priority security interest in such Collateral, and the proceeds thereof, subject to no prior lien, pledge, charge, encumbrance or security interestSchedule I hereto; (d) Neither there are no restrictions upon the execution and delivery of this Agreementvoting rights or, nor other than applicable securities laws, upon the consummation of the transactions herein contemplated, nor compliance with the terms and provisions hereof will (i) contravene any provision of any law, statute, rule or regulation to which Pledgor is subject or any judgment, decree, award, franchise, order or permit applicable to Pledgor or the entity in which an Interest is held by Pledgor, or (ii) conflict with, be inconsistent with, or result in a breach transfer of any of the terms, covenants or provisions of, constitute a default under, or result in the creation or imposition of any lien, security interest, charge or other encumbrance upon any of the properties or assets of Pledgor or the entity in which an Interest is held by Pledgor (other than the lien and security interest contemplated by this Agreement) pursuant to the terms of any note, indenture, mortgage, deed of trust, agreement or other instrument to which Pledgor or the entity in which an Interest is held by Pledgor is a party or by which any of them may be bound or subjectPledged Collateral; (e) Pledgor has full power and authority the right to executevote, deliver and perform this Agreement and to pledge and deliver grant a security interest in or otherwise transfer its respective portion of the CollateralPledged Collateral without the consent of any other Person and free of any encumbrances and applicable restrictions imposed by any governmental agency or regulation and without any restriction under the by-laws, charter, operating agreement or partnership agreement, as applicable, of Issuer or any agreement among Issuer’s shareholders, members, managers or partners, as applicable; (f) This the execution, delivery and performance by Pledgor of this Agreement constitutes and the valid exercise by Lender of its rights and binding obligation remedies hereunder do not and will not result in the violation of the by-laws, charter, operating agreement or partnership agreement, as applicable, of Pledgor, or any agreement, indenture or instrument, any license, judgment, decree, order, law, statute or other governmental rule or regulation, including, without limitation, any federal or state laws or regulations governing the sale or exchange of securities; (g) no consent, filing, approval, registration or recording is required (i) for the pledge by Pledgor enforceable of the Pledged Collateral pursuant to this Agreement or (ii) to perfect the Lien created by this Agreement, except for possession by Lender of any certificate evidencing Pledged Equity Interests or the filing of a UCC financing statement with respect to the Pledged Collateral; and (h) none of the Pledged Collateral is held or maintained in accordance with its termsthe form of a securities entitlement or credited to any securities account.

Representations and Warranties of Pledgor. The Pledgor represents and ----------------------------------------- warrants to Pledgee as followsthat: (a) Pledgor It is the legal, record and beneficial owner ofduly incorporated in good standing as a Delaware corporation. It has, and has good duly exercised, all requisite power and marketable title toauthority to enter into this Pledge Agreement, to pledge the Interest, subject Pledged Assets for the purposes described in the recitals to no lien, pledge, charge, encumbrance, security interest, or adverse claims or rights whatsoever, except the lien, pledgethis Pledge Agreement, and security interest created to carry out the transactions contemplated by this Pledge Agreement; (b) The Interest has It is the legal and beneficial owner of all of the Pledged Assets; (c) Except as otherwise set forth in Schedule 1 hereto, the Pledged ---------- Securities constitute all of the issued and outstanding capital securities of each issuer thereof; (d) All of the Pledged Securities have been duly and validly issued, is are fully paid and non-assessablenonassessable, has been fully paid for by Pledgor and constitutes the ownership percentage all of the issued and outstanding membership/ownership interests Pledged Assets are owned by the Pledgor free of any pledge, mortgage, hypothecation, lien, charge, encumbrance or security interest in or on such Pledged Assets or the entity in which an Interest is held by Pledgorproceeds thereof, except for that granted hereunder; (ce) The pledge, assignment execution and delivery of this Pledge Agreement, and the Collateral pursuant performance of its terms, will not result in any violation of any provision of the Organizational Documents of the Pledgor or the applicable issuer of the Pledged Securities or violate or constitute a default under the terms of any agreement, indenture or other instrument, license, judgment, decree, order, law, statute, ordinance or other governmental rule or regulation, applicable to the Pledgor or any of its property; and (f) Upon the delivery of all certificates and instruments evidencing the Pledged Securities to the Lender or its agent, the registration of the pledge of the Pledged Securities on the books of the issuer thereof and the filing of financing statements in the filing office described in Schedule 2 ---------- hereto naming the Pledgor as debtor, the Lender as secured party and describing the Pledged Assets, this Pledge Agreement creates will create a valid first lien on upon and a perfected first priority security interest in such Collateral, the Pledged Assets and the proceeds thereof, subject to no prior security interest, lien, pledgecharge or encumbrance, charge, encumbrance or agreement purporting to grant to any third party a security interest;interest in the property or assets of the Pledgor which would include the Pledged Assets. (dg) Neither The Pledgor's principal place of business, within the execution and delivery of this Agreement, nor the consummation meaning of the transactions herein contemplatedUCC, nor compliance with the terms and provisions hereof will (i) contravene any provision of any law, statute, rule or regulation to which Pledgor is subject or any judgment, decree, award, franchise, order or permit applicable to Pledgor or the entity in which an Interest is held by Pledgor, or (ii) conflict with, be inconsistent with, or result in a breach of listed on Schedule 2 hereto. If any of the terms, covenants or provisions of, constitute a default under, or result in Pledged Securities is ---------- uncertificated within the creation or imposition of any lien, security interest, charge or other encumbrance upon any meaning of the properties or assets UCC, the jurisdiction of Pledgor or the entity in which an Interest issuer of such Pledged Securities is held by Pledgor (other than the lien and security interest contemplated by this Agreement) pursuant to the terms of any note, indenture, mortgage, deed of trust, agreement or other instrument to which Pledgor or the entity in which an Interest is held by Pledgor is a party or by which any of them may be bound or subject; (e) Pledgor has full power and authority to execute, deliver and perform this Agreement and to pledge and deliver the Collateral; (f) This Agreement constitutes the valid and binding obligation of Pledgor enforceable in accordance with its terms.listed on Schedule 2 hereto. ----------

Representations and Warranties of Pledgor. The Pledgor represents and warrants to Pledgee as followsthat: (a) The Pledgor is the legala corporation duly incorporated, record and beneficial owner ofvalidly existing, and in good standing under the laws of the jurisdiction of the incorporation; has good the corporate power and marketable title to, the Interest, subject authority to no lien, pledge, charge, encumbrance, security interest, or adverse claims or rights whatsoever, except the lien, pledgeown its assets and to transact its business, and security interest created by this Agreement;is duly qualified and in good standing under the laws of each jurisdiction in which qualification is required. (b) The Interest has Pledgor is the legal and beneficial owner of all of the Pledged Stock; (c) All of the shares of the Pledged Stock have been duly and validly issued, is are fully paid and non-assessablenonassessable, has been fully paid for and are owned by the Pledgor and constitutes the ownership percentage free of the issued and outstanding membership/ownership interests of the entity in which an Interest is held by Pledgor; (c) The any pledge, assignment and delivery of the Collateral pursuant to this Agreement creates a valid first lien on and a perfected first priority mortgage, hypothecation, lien, charge, encumbrance or security interest in such Collateralshares or the proceeds thereof, except for the lien granted hereunder; (d) The Pledged Stock constitutes the Pledgor’s entire equity interest in Holdings, and Exhibit “A” represents a true and correct list of the owners of the only other issued and outstanding shares and their respective interests; (e) The Pledged Stock is not subject to any shareholder agreements, voting agreements, buy-sell agreements, warrants, or options; (f) The execution and delivery of this Pledge Agreement, and the performance of its terms, will not result in any violation of any provision of, or violate or constitute a default under the terms of, any agreement, indenture or other instrument, license, judgment, decree, order, law, statute, ordinance or other governmental rule or regulation, applicable to Pledgor or any property of Pledgor; and (g) Upon delivery of the Pledged Stock to Bank or its agent, this Pledge Agreement shall create a valid lien upon and perfected security interest in the Pledged Stock and the proceeds thereof, subject to no prior security interest, lien, charge or encumbrance, or agreement purporting to grant to any third party a security interest in the property or assets of the Pledgor which would include the Pledged Stock. (h) No consent of any other person or entity and no authorization, approval, or other action by, and no notice to or filing with, any governmental authority or regulatory body is required; (a) for the perfection or maintenance of the pledge, chargeassignment, encumbrance or and security interest created hereby (including the first priority nature of such pledge, assignment, and security interest; ); or (db) Neither for the execution and delivery exercise by the Bank of the voting or other rights provided for in this Agreement or the remedies in respect of the Pledged Stock pursuant to this Agreement, nor the consummation of the transactions herein contemplated, nor compliance with the terms and provisions hereof will . (i) contravene any provision of any law, statute, rule or regulation to which Pledgor is subject or any judgment, decree, award, franchise, order or permit applicable to Pledgor or the entity in which an Interest is held by Pledgor, or (ii) conflict with, be inconsistent with, or result in a breach of any of the terms, covenants or provisions of, constitute a default under, or result in the creation or imposition of any lien, security interest, charge or other encumbrance upon any of the properties or assets of Pledgor or the entity in which an Interest is held by Pledgor (other than the lien and security interest contemplated by this Agreement) pursuant There are no conditions precedent to the terms effectiveness of any note, indenture, mortgage, deed of trust, agreement or other instrument to which Pledgor or the entity in which an Interest is held by Pledgor is a party or by which any of them may be bound or subject; (e) Pledgor has full power and authority to execute, deliver and perform this Agreement and to pledge and deliver the Collateral; (f) This Agreement constitutes the valid and binding obligation of Pledgor enforceable in accordance with its termsthat have not been satisfied or waived.

Representations and Warranties of Pledgor. Pledgor represents and warrants to the Pledgee as follows(which representations and warranties shall be deemed to continue to be made until all of the Obligations have been paid in full and each Document and each agreement and instrument entered into in connection therewith has been irrevocably terminated) that: (a) the execution, delivery and performance by Pledgor is of this Agreement and the legalpledge of the Collateral hereunder do not and will not result in any violation of any agreement, record and beneficial owner ofindenture, and has good and marketable title toinstrument, the Interestlicense, subject judgment, decree, order, law, statute, ordinance or other governmental rule or regulation applicable to no lien, pledge, charge, encumbrance, security interest, or adverse claims or rights whatsoever, except the lien, pledge, and security interest created by this AgreementPledgor; (b) The Interest has been duly this Agreement constitutes the legal, valid, and validly issued, binding obligation of Pledgor enforceable against Pledgor in accordance with its terms; (i) all Pledged Stock is fully paid and non-assessable, has been fully paid for owned by Pledgor and constitutes (ii) Pledgor is the ownership percentage direct and beneficial owner of each share of the issued and outstanding membership/ownership interests of the entity in which an Interest is held by Pledgor; (c) The pledge, assignment and delivery of the Collateral pursuant to this Agreement creates a valid first lien on and a perfected first priority security interest in such Collateral, and the proceeds thereof, subject to no prior lien, pledge, charge, encumbrance or security interestPledged Stock; (d) Neither the execution and delivery of this Agreement, nor the consummation all of the transactions herein contemplated, nor compliance with the terms and provisions hereof will (i) contravene any provision of any law, statute, rule or regulation to which Pledgor is subject or any judgment, decree, award, franchise, order or permit applicable to Pledgor or the entity in which an Interest is held by Pledgor, or (ii) conflict with, be inconsistent with, or result in a breach of any shares of the termsPledged Stock have been duly authorized, covenants or provisions of, constitute a default under, or result in the creation or imposition of any lien, security interest, charge or other encumbrance upon any of the properties or assets of Pledgor or the entity in which an Interest is held by Pledgor (other than the lien validly issued and security interest contemplated by this Agreement) pursuant to the terms of any note, indenture, mortgage, deed of trust, agreement or other instrument to which Pledgor or the entity in which an Interest is held by Pledgor is a party or by which any of them may be bound or subjectare fully paid and nonassessable; (e) no consent or approval of any person, corporation, governmental body, regulatory authority or other entity, is or will be necessary for (i) the execution, delivery and performance of this Agreement, (ii) the exercise by the Pledgee of any rights with respect to the Collateral or (iii) the pledge and assignment of, and the grant of a security interest in, the Collateral hereunder; (f) there are no pending or, to the best of Pledgor's knowledge, threatened actions or proceedings before any court, judicial body, administrative agency or arbitrator which may materially adversely affect the Collateral; (g) Pledgor has full the requisite power and authority to execute, deliver and perform enter into this Agreement and to pledge and deliver assign the CollateralCollateral to the Pledgee in accordance with the terms of this Agreement; (fh) This Pledgor owns each item of the Collateral and, except for the pledge and security interest granted to Pledgee hereunder, the Collateral shall be, immediately following the closing of the transactions contemplated by the Documents, free and clear of any other security interest, mortgage, pledge, claim, lien, charge, hypothecation, assignment, offset or encumbrance whatsoever (collectively, "Liens"); (i) there are no restrictions on transfer of the Pledged Stock contained in the certificate of incorporation or by-laws (or equivalent organizational documents) of Beverage Network or otherwise which have not otherwise been enforceably and legally waived by the necessary parties; (j) none of the Pledged Stock has been issued or transferred in violation of the securities registration, securities disclosure or similar laws of any jurisdiction to which such issuance or transfer may be subject; (k) the pledge and assignment of the Collateral and the grant of a security interest under this Agreement constitutes vest in the valid and binding obligation Pledgee all rights of Pledgor enforceable in accordance with its termsthe Collateral as contemplated by this Agreement; and (l) The Pledged Stock constitutes one hundred percent (100%) of the issued and outstanding shares of capital stock of Beverage Network.

Representations and Warranties of Pledgor. Pledgor represents and hereby warrants to Pledgee Agent as follows: (a) Pledgor is the legalSchedule I and Schedule II are true, record correct and beneficial owner of, and has good and marketable title to, the Interest, subject to no lien, pledge, charge, encumbrance, security interest, or adverse claims or rights whatsoever, except the lien, pledge, and security interest created by this Agreementcomplete in all respects; (b) The Interest has been duly and validly issued, is fully paid and non-assessable, has been fully paid for by Pledgor and constitutes the ownership percentage All of the issued pledged Ownership Interests of Pledgor (the “Pledged Interests”) are in certificated form, and outstanding membership/ownership interests are registered in the name of the entity in which an Interest is held by Pledgor; (c) The pledge, assignment Pledged Interests constitute at least the percentage of all the issued and delivery outstanding Ownership Interests of the Collateral pursuant to this Agreement creates a valid first lien Company as set forth on and a perfected first priority security interest in such Collateral, and the proceeds thereof, subject to no prior lien, pledge, charge, encumbrance or security interestSchedule I; (d) Neither The Pledged Interests listed on Schedule I are the only Ownership Interests of Company in which Pledgor has any rights; (e) All certificates evidencing the Pledged Interests of Pledgor have been delivered to Agent; (f) Pledgor has good and marketable title to the Collateral. Pledgor is the sole owner of all of the Collateral, free and clear of all security interests, pledges, voting trusts, agreements, liens, claims and encumbrances whatsoever, other than the security interests, assignments and liens granted under this Agreement, the Credit and Security Agreement and the Term Credit Documents; (g) Pledgor has not heretofore transferred, pledged, assigned or otherwise encumbered any of its rights in or to the Collateral except to secure (i) the Obligations pursuant to this Agreement and the Credit and Security Agreement, and (ii) the Term Credit Obligations pursuant to the Term Credit Documents; (h) Pledgor is not prohibited under any agreement with any other person or entity, or under any judgment or decree, from the execution and delivery of this Agreement, nor Agreement or the consummation performance or discharge of the transactions herein contemplatedobligations, nor compliance with the terms duties, covenants, agreements, and provisions hereof will liabilities contained in this Agreement; (i) contravene No action has been brought or threatened that might prohibit or interfere with the execution and delivery of this Agreement or the performance or discharge of the obligations, duties, covenants, agreements, and liabilities contained in this Agreement; (j) Pledgor has full power and authority to execute and deliver this Agreement, and the execution and delivery of this Agreement do not conflict with any provision of agreement to which Pledgor is a party or any law, statuteorder, rule ordinance, rule, or regulation to which Pledgor is subject or any judgment, decree, award, franchise, order or permit applicable to Pledgor or the entity in by which an Interest it is held by Pledgor, or (ii) conflict with, be inconsistent with, or result in a breach of any of the terms, covenants or provisions of, bound and do not constitute a default under, or result in the creation or imposition of under any lien, security interest, charge or other encumbrance upon any of the properties or assets of Pledgor or the entity in which an Interest is held by Pledgor (other than the lien and security interest contemplated by this Agreement) pursuant to the terms of any note, indenture, mortgage, deed of trust, agreement or other instrument to which Pledgor or the entity in which an Interest is held by Pledgor is a party or by which any of them may be bound or subject;binding upon Pledgor; and (e) Pledgor has full power and authority to execute, deliver and perform this Agreement and to pledge and deliver the Collateral; (fk) This Agreement has been properly executed and delivered and constitutes the valid and legally binding obligation of Pledgor and is fully enforceable against Pledgor in accordance with its terms.

Representations and Warranties of Pledgor. Pledgor represents and warrants to the Pledgee (which, except as followsotherwise provided below, representations and warranties shall be deemed to continue to be made until all of the Obligations have been paid in full and each Document and each agreement and instrument entered into in connection therewith has been irrevocably terminated) that: (a) the execution, delivery and performance by the Pledgor is of this Agreement and the legalpledge of the Collateral hereunder do not and will not result in any violation of any agreement, record and beneficial owner ofindenture, and has good and marketable title toinstrument, license, judgment, decree, order, law, statute, ordinance or other governmental rule or regulation applicable to the Interest, subject to no lien, pledge, charge, encumbrance, security interest, or adverse claims or rights whatsoever, except the lien, pledge, and security interest created by this AgreementPledgor; (b) The Interest has been duly and validly issued, is fully paid and non-assessable, has been fully paid for by Pledgor and this Agreement constitutes the ownership percentage legal, valid, and binding obligation of the issued and outstanding membership/ownership interests of Pledgor enforceable against the entity Pledgor in which an Interest is held by Pledgoraccordance with its terms; (ci) The pledge, assignment all Pledged Stock owned by the Pledgor is set forth on Schedule A hereto and delivery (ii) the Pledgor is the direct and beneficial owner of each share of the Collateral pursuant to this Agreement creates a valid first lien on and a perfected first priority security interest in such Collateral, and the proceeds thereof, subject to no prior lien, pledge, charge, encumbrance or security interestPledged Stock; (d) Neither the execution and delivery of this Agreement, nor the consummation all of the transactions herein contemplated, nor compliance with the terms and provisions hereof will (i) contravene any provision of any law, statute, rule or regulation to which Pledgor is subject or any judgment, decree, award, franchise, order or permit applicable to Pledgor or the entity in which an Interest is held by Pledgor, or (ii) conflict with, be inconsistent with, or result in a breach of any shares of the termsPledged Stock have been duly authorized, covenants or provisions of, constitute a default under, or result in the creation or imposition of any lien, security interest, charge or other encumbrance upon any of the properties or assets of Pledgor or the entity in which an Interest is held by Pledgor (other than the lien validly issued and security interest contemplated by this Agreement) pursuant to the terms of any note, indenture, mortgage, deed of trust, agreement or other instrument to which Pledgor or the entity in which an Interest is held by Pledgor is a party or by which any of them may be bound or subjectare fully paid and nonassessable; (e) no consent or approval of any person, corporation, governmental body, regulatory authority or other entity is or will be necessary for (i) the execution, delivery and performance of this Agreement, (ii) the exercise by the Pledgee of any rights with respect to the Collateral or (iii) the pledge and assignment of, and the grant of a security interest in, the Collateral hereunder; (f) there are no pending or, to the best of the Pledgor’s knowledge, threatened actions or proceedings before any court, judicial body, administrative agency or arbitrator which may materially adversely affect the Collateral; (g) the Pledgor has full the requisite power and authority to execute, deliver and perform enter into this Agreement and to pledge and deliver assign the CollateralCollateral to the Pledgee in accordance with the terms of this Agreement; (fh) This the Pledgor owns each item of the Collateral and, except for the pledge and security interest granted to Pledgee hereunder and under the Biovest Security Agreement, the Collateral shall be, immediately following the closing of the transactions contemplated by the Documents, free and clear of any other security interest, mortgage, pledge, claim, lien, charge, hypothecation, assignment, offset or encumbrance whatsoever (collectively, “Liens”); (i) there are no restrictions on transfer of the Pledged Stock contained in the certificate of incorporation or by-laws (or equivalent organizational documents) of the Issuer or otherwise which have not otherwise been enforceably and legally waived by the necessary parties; (j) none of the Pledged Stock has been issued or transferred in violation of the securities registration, securities disclosure or similar laws of any jurisdiction to which such issuance or transfer may be subject; (k) the pledge and assignment of the Collateral and the grant of a security interest under this Agreement constitutes vest in the valid Pledgee all rights of the Pledgor in the Collateral as contemplated by this Agreement; and (l) the Pledgor holds additional shares of capital stock of the Issuer which have been pledged to the parties set forth on Schedule B annexed hereto and binding obligation expressly made a part hereof (the “Third Party Pledged Stock”). Other than the Pledged Stock, the Third Party Pledged Stock and the shares of capital stock of the Issuer to be received under the Biovest Plan, the Pledgor enforceable in accordance with its termsdoes not own any shares of capital stock of the Issuer.

Representations and Warranties of Pledgor. The Pledgor hereby represents and warrants to the Pledgee as follows: that: (ai) the Pledgor is the legal, record sole member of Sutton Hill Capital and beneficial owner of, and has good and marketable title to, no other Person owns or holds any other owne▇▇▇▇▇ r▇▇▇▇s in the Membership Interest, subject to no lien, pledge, charge, encumbrance, security interest, or adverse claims or rights whatsoever, except the lien, pledge, and security interest created by this Agreement; (b) The Interest has been duly and validly issued, is fully paid and non-assessable, has been fully paid for by Pledgor and constitutes the ownership percentage of the issued and outstanding membership/ownership interests of the entity in which an Interest is held by Pledgor; (c) The pledge, assignment and delivery of the Collateral pursuant to this Agreement creates a valid first lien on and a perfected first priority security interest in such Collateral, and the proceeds thereof, subject to no prior lien, pledge, charge, encumbrance or security interest; (d) Neither the execution and delivery of this Agreement, nor the consummation of the transactions herein contemplated, nor compliance with the terms and provisions hereof will (i) contravene any provision of any law, statute, rule or regulation to which Pledgor is subject or any judgment, decree, award, franchise, order or permit applicable to Pledgor or the entity in which an Interest is held by Pledgor, or ; (ii) conflict withthe execution, be inconsistent withdelivery, and performance of this Agreement are not in violation of any indenture, agreement, or result in undertaking to which the Pledgor is a breach party or by which the Pledgor is bound; (iii) the execution, delivery and performance of any of the terms, covenants or provisions of, constitute a default under, or this Agreement will not result in the creation or imposition of any lienlien or charge on, security interest, charge interest in or other encumbrance upon on any of the properties or assets of the Pledgor or the entity in which an Interest is held by Pledgor (other than the lien and security interest except as contemplated by this Agreement; (iv) the Pledgor's chief executive office and the place where the Pledgor keeps its business records is 120 North Robertson Boulevard, Los Angeles, California 90048; and (v) ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ and grant to the Pledgee (upon the filing of appropriate UCC-1 financing statements) a valid lien on, and a perfected security interest in favor of the Pledgee in, all right, title or interest of the Pledgor in or to the Collateral, subject to the prior lien in favor of Nationwide as provided in the Intercreditor Agreement, Liens for Taxes and governmental charges and levies which are not delinquent, which are being Properly Contested by or on behalf of the Pledgor or which are the obligation of Citadel Cinemas or any of its Affiliates to pay pursuant to any of the Operational Agreements and Liens placed on the Collateral by, or arising from, the actions or inactions of, or any event or condition relating to, Citadel Cinemas or any of its Affiliates, whether or not such Liens are permitted to exist pursuant to the terms of any note, indenture, mortgage, deed of trust, agreement the Operational Agreements. The Pledgor agrees that the foregoing representations and warranties shall be deemed to have been made by it on each date of a Notice of Borrowing on or other instrument to which Pledgor or after the entity in which an Interest is held date hereof by Pledgor is a party or by which any Sutton Hill Capital under the Credit Agreement on and as of them may be bound or subject; (e) Pledgor has full power such dat▇ ▇▇ ▇h▇▇▇▇ made hereunder on and authority to execute, deliver and perform this Agreement and to pledge and deliver the Collateral; (f) This Agreement constitutes the valid and binding obligation as of Pledgor enforceable in accordance with its termssuch date.

Representations and Warranties of Pledgor. The Pledgor hereby represents and warrants to the Pledgee as follows: that: (ai) the Pledgor is the legal, record sole member of Sutton Hill Capital and beneficial owner of, and has good and marketable title to, no other Person owns or holds any other ow▇▇▇▇▇▇p ▇▇▇hts in the Membership Interest, subject to no lien, pledge, charge, encumbrance, security interest, or adverse claims or rights whatsoever, except the lien, pledge, and security interest created by this Agreement; (b) The Interest has been duly and validly issued, is fully paid and non-assessable, has been fully paid for by Pledgor and constitutes the ownership percentage of the issued and outstanding membership/ownership interests of the entity in which an Interest is held by Pledgor; (c) The pledge, assignment and delivery of the Collateral pursuant to this Agreement creates a valid first lien on and a perfected first priority security interest in such Collateral, and the proceeds thereof, subject to no prior lien, pledge, charge, encumbrance or security interest; (d) Neither the execution and delivery of this Agreement, nor the consummation of the transactions herein contemplated, nor compliance with the terms and provisions hereof will (i) contravene any provision of any law, statute, rule or regulation to which Pledgor is subject or any judgment, decree, award, franchise, order or permit applicable to Pledgor or the entity in which an Interest is held by Pledgor, or ; (ii) conflict withthe execution, be inconsistent withdelivery, and performance of this Agreement are not in violation of any indenture, agreement, or result in undertaking to which the Pledgor is a breach party or by which the Pledgor is bound; (iii) the execution, delivery and performance of any of the terms, covenants or provisions of, constitute a default under, or this Agreement will not result in the creation or imposition of any lienlien or charge on, security interest, charge interest in or other encumbrance upon on any of the properties or assets of the Pledgor or the entity in which an Interest is held by Pledgor (other than the lien and security interest except as contemplated by this Agreement; (iv) the Pledgor's chief executive office and the place where the Pledgor keeps its business records is 120 North Robertson Boulevard, Los Angeles, California 90048; and (▇) ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇ create and grant to the Pledgee (upon the filing of appropriate UCC-1 financing statements) a valid lien on, and a perfected security interest in favor of the Pledgee in, all right, title or interest of the Pledgor in or to the Collateral, subject to the prior lien in favor of Nationwide as provided in the Intercreditor Agreement, Liens for Taxes and governmental charges and levies which are not delinquent, which are being Properly Contested by or on behalf of the Pledgor or which are the obligation of Citadel Cinemas or any of its Affiliates to pay pursuant to any of the Operational Agreements and Liens placed on the Collateral by, or arising from, the actions or inactions of, or any event or condition relating to, Citadel Cinemas or any of its Affiliates, whether or not such Liens are permitted to exist pursuant to the terms of any note, indenture, mortgage, deed of trust, agreement the Operational Agreements. The Pledgor agrees that the foregoing representations and warranties shall be deemed to have been made by it on each date of a Notice of Borrowing on or other instrument to which Pledgor or after the entity in which an Interest is held date hereof by Pledgor is a party or by which any Sutton Hill Capital under the Credit Agreement on and as of them may be bound or subject; (e) Pledgor has full power such d▇▇▇ ▇▇ ▇▇▇▇gh made hereunder on and authority to execute, deliver and perform this Agreement and to pledge and deliver the Collateral; (f) This Agreement constitutes the valid and binding obligation as of Pledgor enforceable in accordance with its termssuch date.