Common use of BORROWER REPRESENTATIONS AND WARRANTIES Clause in Contracts

BORROWER REPRESENTATIONS AND WARRANTIES. The Borrower represents and warrants that: 4.1 The Borrower on the date hereof is, and at all times hereafter shall be, the sole legal, record and beneficial owner of the Collateral free and clear of all liens, claims, charges, restrictions, encumbrances, and rights of others (collectively, “Liens”), other than Liens in favor of the Lender and restrictions on transfer under applicable federal and state securities laws, the articles of incorporation of Lender and any agreements among stockholders relating to the Shares (collectively, “Permitted Liens”). The Borrower shall maintain, preserve and defend the title to the Collateral and the lien of the Lender thereon against the claim of any other person. The Borrower will not, without the prior written consent of the Lender sell, transfer, assign or otherwise dispose of, or grant any option or warrant with respect to, any of the Collateral. If any Collateral is sold, transferred, assigned or otherwise disposed of in violation of this Section 4, the security interest of the Lender shall continue in the Collateral notwithstanding such sale, transfer, assignment or other disposition, and the Borrower will deliver any proceeds thereof to the Lender to be held as Collateral hereunder. 4.2 This Pledge Agreement creates a valid and perfected first priority security interest in the Collateral, securing the full payment and performance of all of the Secured Obligations. 4.3 The execution, delivery and performance of this Pledge Agreement (including without limitation the pledge of the Collateral and foreclosure by the Lender on the Collateral) do not and will not conflict with, constitute a default under, or result in the creation of a Lien on any Collateral under, any agreement, instrument, judgment, order, writ or decree to which the Borrower is a party or by which the Borrower or the Collateral is bound. 4.4 No authorization, approval or other action by, and no notice to or filing with, any governmental authority or regulatory body is required for the execution, delivery and performance of this Pledge Agreement (including without limitation the pledge of the Collateral and foreclosure by the Lender on the Collateral), or for the exercise by the Lender of the voting and other rights provided for in this Pledge Agreement. 4.5 All certificates representing or evidencing the Collateral in existence on the date hereof have been delivered to the Lender in suitable form for transfer by delivery or accompanied by duly executed instruments of transfer or assignment in blank and (assuming continuing possession by the Lender of all such Collateral) the Lender has a perfected First Priority security interest therein. 4.6 The Lender has a perfected first priority security interest in all Collateral that consists of uncertificated securities pledged by Borrower hereunder. 4.7 On the date hereof all financing statements, agreements, instruments and other documents necessary to perfect the security interest granted by the Borrower to the Lender in respect of the Collateral have been delivered to the Lender in completed and, to the extent necessary or appropriate, duly executed form for filing in each governmental, municipal or other office required by law to perfect, continue and maintain a valid, enforceable, first priority security interest in the Collateral as provided herein. 4.8 This Agreement is effective to create in favor of the Lender, a legal, valid and enforceable security interest in the Collateral and the proceeds thereof. All filings and other actions necessary or appropriate to perfect the security interest in the Collateral granted by the Borrower hereunder have been duly made or taken and are in full force and effect; and such security interest is first priority. 4.9 The Borrower is a trust organized in accordance with the laws of the State of California. The Borrower’s legal name is “Broadway Federal Bank, f.s.

BORROWER REPRESENTATIONS AND WARRANTIES. The Borrower represents and warrants thatto the Agents, the Lenders and the Issuing Banks that as of the date hereof: 4.1 (a) The Borrower is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization, has all requisite power and authority to carry on its business as now conducted, to execute, deliver and perform the date hereof isLoan Documents and, except where the failure to do so, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect, is qualified to do business in, and at all times hereafter shall beis in good standing in, the sole legal, record State of Texas and beneficial owner of the Collateral free and clear of all liens, claims, charges, restrictions, encumbrances, and rights of others (collectively, “Liens”), every other than Liens jurisdiction in favor of the Lender and restrictions on transfer under applicable federal and state securities laws, the articles of incorporation of Lender and any agreements among stockholders relating to the Shares (collectively, “Permitted Liens”). The Borrower shall maintain, preserve and defend the title to the Collateral and the lien of the Lender thereon against the claim of any other person. The Borrower will not, without the prior written consent of the Lender sell, transfer, assign or otherwise dispose of, or grant any option or warrant with respect to, any of the Collateral. If any Collateral which such qualification is sold, transferred, assigned or otherwise disposed of in violation of this Section 4, the security interest of the Lender shall continue in the Collateral notwithstanding such sale, transfer, assignment or other disposition, and the Borrower will deliver any proceeds thereof to the Lender to be held as Collateral hereunderrequired. 4.2 This Pledge Agreement creates a valid and perfected first priority security interest in the Collateral, securing the full payment and performance of all of the Secured Obligations. 4.3 (b) The execution, delivery and performance of this Pledge Agreement (including without limitation by the pledge Borrower of the Collateral and foreclosure by the Lender on the Collateral) do not and will not conflict with, constitute a default under, or result in the creation of a Lien on any Collateral under, any agreement, instrument, judgment, order, writ or decree Loan Documents to which the Borrower it is a party are within the Borrower’s corporate and other powers, have been duly authorized by all necessary limited liability company action and, if required, by all necessary member or by which other action, and do not contravene (i) the Borrower’s organizational documents, (ii) law applicable to the Borrower or its properties or (iii) any contractual or legal restriction binding on or affecting the Collateral is boundBorrower or its properties. 4.4 No authorization, approval or other action by, and no notice to or filing with, any governmental authority or regulatory body is required for the (c) The execution, delivery and performance of this Pledge Agreement (including without limitation the pledge of the Collateral and foreclosure by the Lender on the Collateral), or for the exercise by the Lender of the voting and other rights provided for in this Pledge Agreement. 4.5 All certificates representing or evidencing the Collateral in existence on the date hereof have been delivered to the Lender in suitable form for transfer by delivery or accompanied by duly executed instruments of transfer or assignment in blank and (assuming continuing possession by the Lender of all such Collateral) the Lender has a perfected First Priority security interest therein. 4.6 The Lender has a perfected first priority security interest in all Collateral that consists of uncertificated securities pledged by Borrower hereunder. 4.7 On the date hereof all financing statements, agreements, instruments and other documents necessary to perfect the security interest granted by the Borrower of the Loan Documents to which it is a party did not and do not require any Governmental Approval. (d) The Loan Documents to which it is a party, when executed and delivered by it, will constitute legal, valid and binding obligations of the Borrower enforceable against the Borrower in accordance with their respective terms, as limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and as its enforceability is subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law. (e) The Borrower has furnished to the Lender in respect Issuing Banks the balance sheets and statements of income, shareholders’ equity and cash flows of the Collateral have Borrower and each of its Subsidiaries (i) as of and for the fiscal year ended December 31, 2004 reported on by PricewaterhouseCoopers, independent public accountants, and (ii) as of and for the fiscal quarter and the portion of the fiscal year ended June 30, 2005, in each case certified by an Authorized Officer of the Borrower. Such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of such Subsidiaries as of such dates and for such periods in accordance with GAAP, subject to year-end audit adjustments and the absence of footnotes in the case of the statements referred to in clause (ii) of the first sentence of this paragraph. Other than as disclosed in any Public Disclosure, since June 30, 2005, there has been delivered to no material adverse change in the Lender business, assets, operations, or financial condition of the Borrower and its Subsidiaries. (f) Except as set forth on Schedule 2 hereto or as disclosed in completed andany Public Disclosure, there are no actions, suits or proceedings by or before any arbitrator or Governmental Authority now pending against or, to the extent necessary knowledge of the Borrower, threatened against or appropriateaffecting the Borrower or any of its Subsidiaries (i) that could reasonably be expected, duly executed form for filing in each governmental, municipal individually or other office required by law to perfect, continue and maintain a valid, enforceable, first priority security interest in the Collateral as provided hereinaggregate, to result in a Material Adverse Effect or (ii) that involve the execution, delivery, validity or performance of any Loan Document. 4.8 This Agreement (g) No Default or Event of Default has occurred and is effective to continuing under any Loan Document. (h) The Borrower is not engaged principally, or as one of its important activities, in the business of extending credit for the purpose, whether immediate, incidental or ultimate, of purchasing or carrying margin stock (within the meaning of Regulation U issued by the Board). (i) The Borrower is not an “investment company” within the meaning of the Investment Company Act of 1940, as amended. (j) The Cash Collateral Documents create in favor of the Lenderapplicable Collateral Agent for the benefit of Cash Collateral Secured Parties a valid and, a legal, valid and enforceable security interest in the Collateral and the proceeds thereof. All together with such filings and other actions necessary or appropriate to perfect the actions, first priority perfected security interest interests in the Collateral granted collateral covered by the Borrower hereunder have been duly made or taken and are in full force and effect; and such security interest is first priorityCash Collateral Documents (subject to no Liens other than Permitted Liens), securing the Obligations. 4.9 The Borrower is a trust organized in accordance with the laws of the State of California. The Borrower’s legal name is “Broadway Federal Bank, f.s.

BORROWER REPRESENTATIONS AND WARRANTIES. The In order to induce Lender to enter into this Agreement and to make the Loan to Borrower, Borrower represents represents: and warrants that: 4.1 The Borrower on warrants, as of the date hereof ishereof, and at as of the date of execution of any Request For Advance hereunder; that (a) If not a natural person, Borrower is an entity duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization with full power and authority to conduct its business as such business is presently being conducted, to own or hold property to enter into and perform its obligations under this Agreement. Borrower is duly qualified to do business and is in good standing as a foreign entity in all times hereafter shall bestate where its failure to so qualify would have a material adverse effect on its ability to perform its obligations under this Agreement. (b) Borrower has full power and authority to enter into the transactions provided for in this Agreement and has been duly authorized to do so by all necessary arid appropriate action, and when executed and delivered by Borrower, this Agreement will constitute the sole legal, record valid and beneficial owner binding obligations of the Collateral free and clear of all liensBorrower, claims, charges, restrictions, encumbrances, and rights of others (collectively, “Liens”), other than Liens enforceable in favor of the Lender and restrictions on transfer under applicable federal and state securities laws, the articles of incorporation of Lender and any agreements among stockholders relating to the Shares (collectively, “Permitted Liens”). The Borrower shall maintain, preserve and defend the title to the Collateral and the lien of the Lender thereon against the claim of any other person. The Borrower will not, without the prior written consent of the Lender sell, transfer, assign or otherwise dispose of, or grant any option or warrant accordance with respect to, any of the Collateral. If any Collateral is sold, transferred, assigned or otherwise disposed of in violation of this Section 4, the security interest of the Lender shall continue in the Collateral notwithstanding such sale, transfer, assignment or other disposition, and the Borrower will deliver any proceeds thereof to the Lender to be held as Collateral hereunderits terms. 4.2 This Pledge Agreement creates a valid and perfected first priority security interest in the Collateral, securing the full payment and performance of all of the Secured Obligations. 4.3 (c) The execution, delivery delivery, and performance by Borrower of this Pledge Agreement (including without limitation and all related instruments and the pledge consummation by Borrower of the Collateral and foreclosure by transactions contemplated hereby: (i) do not require any stockholder approval or the Lender on the Collateralconsent of any trustee or holder of any indebtedness or obligation of Borrower or any consent, authorization, or approval or filing of or registration with, or other actions in respect to any federal, state, governmental authority or agency (or, if so required, such approval or consent has been obtained), (ii) do not and will not conflict with, constitute a default under, or result in the creation any material violation of a Lien on any Collateral under, term of any agreement, instrument, judgment, decree, franchise, permit, order, writ law, statute, rule, or decree governmental regulation presently applicable to it, (iii) are not in conflict with and do not constitute a default under any of the terms or provisions of, or subject the Collateral or any part thereof to any lien of, any indenture, mortgage, lease, contract, or other agreement or instrument (other than this Agreement) to which the Borrower is a party or by which the Borrower it or the Collateral its property is boundbound or affected, and (iv) do not and will not contravene Borrower’s organizational documents. 4.4 No authorization, approval (d) There are no pending actions or other action byproceedings to which Borrower is a party, and there are no notice other pending or threatened actions or proceedings of which Borrower has knowledge, before any court, arbitrator, or administrative agency, which either individually or in the aggregate, would materially adversely affect the financial condition of Borrower, the ability of Borrower to or filing withperform its obligation hereunder. Further, Borrower is not in default under any governmental authority or regulatory body is required material obligations for the executionpayment of borrowed money, delivery and performance for the deferred purchase price of this Pledge Agreement (including without limitation the pledge of the Collateral and foreclosure by the Lender on the Collateral), property or for the exercise by payment of any rent which, either individually or in the Lender of aggregate, would have the voting and other rights provided for in this Pledge Agreementsame such effect. 4.5 All certificates representing or evidencing the Collateral in existence on the date hereof have been delivered to the Lender in suitable form for transfer by delivery or accompanied by duly executed instruments of transfer or assignment in blank and (assuming continuing possession by the Lender of all such Collateralf) the Lender has a perfected First Priority security interest therein. 4.6 The Lender has a perfected first priority security interest in all Collateral that consists of uncertificated securities pledged by Borrower hereunder. 4.7 On the date hereof all financing statements, agreements, instruments and other documents necessary to perfect the security interest granted by the Borrower to the Lender in respect of the Collateral have been delivered to the Lender in completed and, to the extent necessary or appropriate, duly executed form for filing in each governmental, municipal or other office required by law to perfect, continue and maintain a valid, enforceable, first priority security interest in the Collateral as provided herein. 4.8 This Agreement is effective to create in favor of the Lender, a legal, valid and enforceable security interest in the Collateral and the proceeds thereof. All filings and other actions necessary or appropriate to perfect the security interest in the Collateral granted by the Borrower hereunder have been duly made or taken and are in full force and effect; and such security interest is first priority. 4.9 The Borrower is a trust organized in accordance with Under the laws of the State state(s) in which the Collateral is to be located, the Collateral consists solely of California. personal property. (g) The financial statements of Borrower (copies of which have been furnished to Lender) have been prepared in accordance with generally accepted accounting principles consistently applied, and accurately and completely present Borrower’s legal financial condition and the results of its operations as of the date of and for the period covered by such statements, and since the date of such statements there has been no material adverse change in such conditions or operations. (h) The address stated on page one of this Agreement is the chief place of business and chief executive office of Borrower and the place where all books and records concerning the Collateral are kept; the address set forth on the applicable Request For Advance is the location at which the applicable Collateral is kept, and the Borrower does not conduct business under trade, assumed, or fictitious name is except for “Broadway Federal Bank, f.sCURE Leasing & Maintenance”.

BORROWER REPRESENTATIONS AND WARRANTIES. The To induce Lender to enter into this Agreement, extend the Loan and make the advances, Borrower represents and warrants to Lender that: 4.1 The a) Borrower has full power and authority to enter into this Agreement and this Agreement has been duly and validly authorized, executed and delivered by Borrower. b) This Agreement does not violate any limitation on the date hereof isindebtedness of Borrower imposed by any statute, and at all times hereafter shall beordinance, the sole legalcharter, record and beneficial owner of the Collateral free and clear of all liens, claims, charges, restrictions, encumbrances, and rights of others (collectively, “Liens”), other than Liens in favor of the Lender and restrictions on transfer under applicable federal and state securities laws, the articles of incorporation of Lender and any agreements among stockholders relating to the Shares (collectively, “Permitted Liens”). The Borrower shall maintain, preserve and defend the title to the Collateral and the lien of the Lender thereon against the claim of any other person. The Borrower will not, without the prior written consent of the Lender sell, transfer, assign or otherwise dispose ofbylaw, or grant other agreement or instrument applicable to Borrower and this Agreement will not be rescinded at any option time by any action of Borrower. c) Borrower is not in default in the performance or warrant with respect to, fulfillment of any of the Collateral. If obligations, covenants or conditions contained herein or in any Collateral is soldother resolution, transferred, assigned or otherwise disposed of in violation of this Section 4, the security interest of the Lender shall continue in the Collateral notwithstanding such sale, transfer, assignment or other disposition, and the Borrower will deliver any proceeds thereof to the Lender to be held as Collateral hereunder. 4.2 This Pledge Agreement creates a valid and perfected first priority security interest in the Collateral, securing the full payment and performance of all of the Secured Obligations. 4.3 The execution, delivery and performance of this Pledge Agreement (including without limitation the pledge of the Collateral and foreclosure by the Lender on the Collateral) do not and will not conflict with, constitute a default underagreement, or result in the creation of a Lien on any Collateral under, any agreement, instrument, judgment, order, writ or decree instrument to which the Borrower is a party which would have a material adverse effect on the ability of Borrower to perform its obligations hereunder or by which would adversely affect the Borrower or the Collateral is boundenforceability hereof. 4.4 No authorizationd) Borrower has, approval or other action by, and no notice will have prior to or filing with, any governmental authority or regulatory body is required for the execution, delivery and performance of this Pledge Agreement (including without limitation the pledge of the Collateral and foreclosure by the Lender commencing work on the Collateral)Project, or for obtained all necessary federal, state and local licenses, permits and approvals required to construct, install, implement and operate the exercise by Project and shall comply with all federal, state and local laws, codes, rules and regulations applicable to the Lender of the voting Project. e) Any written information, reports and other rights provided for in paper or data prepared by Borrower and furnished to Lender by Borrower pursuant to this Pledge Agreement. 4.5 All certificates representing or evidencing Agreement were, at the Collateral in existence on the date hereof have been delivered to the Lender in suitable form for transfer by delivery or accompanied by duly executed instruments of transfer or assignment in blank time they were so furnished, complete and (assuming continuing possession by the Lender of all such Collateral) the Lender has a perfected First Priority security interest therein. 4.6 The Lender has a perfected first priority security interest correct in all Collateral that consists of uncertificated securities pledged by Borrower hereunder. 4.7 On the date hereof all financing statements, agreements, instruments and other documents necessary to perfect the security interest granted by the Borrower to the Lender in respect of the Collateral have been delivered to the Lender in completed and, material respects to the extent necessary to give Lender a true and accurate knowledge of the subject matter thereof. f) Borrower shall maintain the Project in good working order and shall ensure that adequate personnel are fully instructed in the proper use and care of the Project. g) Borrower shall execute and deliver to Lender all such documents and instruments as may be necessary or appropriate, duly executed form for filing in each governmental, municipal or other office reasonably required by law Lender to perfectenable Lender to exercise and enforce its rights under this Agreement, continue the Loan and maintain a valid, enforceable, first priority security interest in the Collateral as provided hereinany related transaction documents. 4.8 This Agreement is effective h) Borrower shall to create in favor of the extent permitted by law, and upon three (3) business days prior notice, permit Lender, a legalfrom time to time during normal business hours, valid as often as may be reasonably requested, to inspect its books and enforceable security interest in the Collateral records and the proceeds thereof. All filings make copies from such books and other actions necessary or appropriate records which relate to perfect the security interest in the Collateral granted by the Borrower hereunder have been duly made or taken and are in full force and effect; and such security interest is first priorityits performance under this Agreement. 4.9 The Borrower is a trust organized in accordance with the laws of the State of California. The Borrower’s legal name is “Broadway Federal Bank, f.s.

BORROWER REPRESENTATIONS AND WARRANTIES. The Borrower represents and warrants that: 4.1 The Borrower to each Lender and Security Agent that on the date hereof isand on each Borrowing Date: (i) Borrower is a corporation validly existing and in good standing under the Laws of Delaware, and at all times hereafter shall behas the corporate power and authority to conduct the business in which it is currently engaged and to own or hold under lease its properties and to enter into and perform its obligations under each of the Operative Agreements to which Borrower is or will be a party. Borrower is duly qualified to do business as a foreign corporation in good standing in each jurisdiction in which the nature and extent of the business conducted by it, or the ownership of its properties, requires such qualification, except where the failure to be so qualified does not constitute or would not give rise to a Materially Adverse Change to Borrower. (ii) The execution and delivery by Borrower of, and performance by Borrower of its obligations under, the sole legalOperative Agreements to which Borrower is or will be a party have been, record duly authorized by all necessary corporate action on the part of Borrower. (iii) Borrower’s execution and beneficial owner of the Collateral free and clear of all liens, claims, charges, restrictions, encumbrances, and rights of others (collectively, “Liens”), other than Liens in favor of the Lender and restrictions on transfer under applicable federal and state securities laws, the articles of incorporation of Lender and any agreements among stockholders relating to the Shares (collectively, “Permitted Liens”). The Borrower shall maintain, preserve and defend the title to the Collateral and the lien of the Lender thereon against the claim of any other person. The Borrower will not, without the prior written consent of the Lender sell, transfer, assign or otherwise dispose delivery of, or grant any option or warrant with respect to, any of the Collateral. If any Collateral is sold, transferred, assigned or otherwise disposed of in violation of this Section 4, the security interest of the Lender shall continue in the Collateral notwithstanding such sale, transfer, assignment or other disposition, and the Borrower will deliver any proceeds thereof to the Lender to be held as Collateral hereunder. 4.2 This Pledge Agreement creates a valid and perfected first priority security interest in the Collateral, securing the full payment and performance of all its obligations under, the Operative Agreements to which Borrower is or will be a party do not, (1) violate any provision of the Secured Obligations. 4.3 The executionBorrower’s certificate of incorporation or by-laws, delivery and performance of this Pledge Agreement (including without limitation the pledge of the Collateral and foreclosure by the Lender 2) violate any Law applicable to or binding on the CollateralBorrower, or (3) do not and will not conflict with, violate or constitute a any default under, or result in the creation of a any Lien on any Collateral (other than as permitted under the Security Agreement) under, any agreementlease, instrument, judgment, order, writ loan or decree other material agreement to which the Borrower is or will be a party or by which the Borrower or the Collateral any of its properties is bound. 4.4 No authorization(iv) Borrower’s execution and delivery of, approval or other action by, and no notice to or filing with, any governmental authority or regulatory body is required for the execution, delivery and performance of this Pledge Agreement its obligations under, the Operative Agreements to which Borrower is or will be a party do not require the consent or approval of, the giving of notice to, the registration with, the recording or filing of any documents with, or the taking of any other action in respect of (1) any trustee or other holder of any debt of Borrower, or (2) any Governmental Entity, other than (x) the Financing Statements, and (y) filings, recordings, notices, or other ministerial actions pursuant to any routine recording, contractual, or regulatory requirements. (v) Each of the Operative Agreements to which Borrower is or will be a party have been, duly authorized, executed, and delivered by Borrower and the Operative Agreements to which Borrower is or will be a party constitute legal, valid, and binding obligations of Borrower enforceable against Borrower in accordance with their terms, except as such enforceability may be limited by bankruptcy, insolvency, and other similar Laws affecting the rights of creditors generally or by general principles of equity. (vi) Except as set forth in Holdings’ most recent annual report on Form 10-K, quarterly report on Form 10-Q or current report on Form 8-K filed by with the SEC on or prior to March 31, 2007, no action, claim or proceeding is now pending or, to Borrower’s Actual Knowledge, threatened, against Borrower before any Governmental Entity, that is reasonably likely to be determined adversely to Borrower and if determined adversely to Borrower would result in a Material Adverse Change. (vii) Holdings’ audited consolidated balance sheet for its most-recent fiscal year ended December 31, 2006, included in Holdings’ most-recent annual report on Form 10-K filed by Holdings with the SEC, and the related consolidated statements of operations and cash flows for the period then ended, have been prepared in accordance with GAAP and fairly present in all material respects in accordance with GAAP the financial condition of Holdings and its consolidated subsidiaries as of such date and the results of its operations and cash flows for such period, and since the date of such balance sheet, there has been no Material Adverse Change in such financial condition or operations, except for matters disclosed in (1) the financial statements referred to above, or (2) any subsequent report filed with the SEC before March 31, 2007. (viii) On the Borrowing Date, except for the filing of the Financing Statements, no further action, including filing or recording any document (including without limitation the pledge of the Collateral any financing statement under UCC Article 9) is necessary in order to establish and foreclosure by the Lender perfect Security Agent’s Lien on the Collateral), or for as against Borrower and any other Person, in any applicable jurisdictions in the exercise by the Lender United States. (ix) Each of the voting and other rights provided for in this Pledge Agreement. 4.5 All certificates representing or evidencing the Collateral in existence on the date hereof have been delivered to the Lender in suitable form for transfer by delivery or accompanied by duly executed instruments of transfer or assignment in blank and (assuming continuing possession by the Lender of all such Collateral) the Lender has a perfected First Priority security interest therein. 4.6 The Lender has a perfected first priority security interest in all Collateral that consists of uncertificated securities pledged by Borrower hereunder. 4.7 On the date hereof all financing statements, agreements, instruments and other documents necessary to perfect the security interest granted by the Borrower to the Lender in respect of the Collateral have been delivered to the Lender in completed and, to the extent necessary or appropriate, duly executed form for filing in each governmental, municipal or other office required by law to perfect, continue and maintain a valid, enforceable, first priority security interest in the Collateral as provided herein. 4.8 This Purchase Agreement is effective to create in favor of the Lender, a legal, valid and enforceable security interest in the Collateral and the proceeds thereof. All filings and other actions necessary or appropriate to perfect the security interest in the Collateral granted by the Borrower hereunder have been duly made or taken and GTA are in full force and effect; effect and such security interest neither Borrower nor, to the Actual Knowledge of Borrower, either of the Airframe Manufacturer or the Engine Manufacturer is first priorityin default of its obligations thereunder. 4.9 The (x) Neither Borrower nor any Person authorized to act on its behalf has directly or indirectly offered any beneficial interest or Security relating to the ownership of any interest in the Collateral, or any of the Loan Certificates or any other interest in or security under the Security Agreement or any other interest in or security under such Collateral, for sale to, or solicited any offer to acquire any such interest or security from, or has sold any such interest or security to, any Person in violation of the Securities Act. (xi) Borrower holds all licenses, permits and franchises from the appropriate Government Entities necessary to authorize Borrower to engage in air transportation and to carry on scheduled commercial passenger service as currently conducted, except where the failure to hold any such license, permit, or franchise would not give rise to a Materially Adverse Change to Borrower. (xii) Borrower is not an “investment company” or a trust organized company controlled by an “investment company” within the meaning of the Investment Company Act of 1940. (xiii) No Person acting on behalf of Borrower is or will be entitled to any broker’s fee, commission, or finder’s fee in accordance connection with the laws transactions contemplated by this Agreement, other than Borrower’s Advisor. (xiv) Borrower will not directly or indirectly use any of the State proceeds from the issuance of California. the Loan Certificates so as to result in a violation of Regulation T, U or X of the Board of Governors of the Federal Reserve System. (xv) None of the Reserved Provisions adversely affect in any material respect the rights assigned to Security Agent pursuant to the Security Agreement. (xvi) The Borrower’s legal name purchase price allowance granted by Engine Manufacturer to Borrower pursuant to the GTA is “Broadway Federal Bank, f.snot assignable by Borrower to any third party and does not appear in any purchase price invoice prepared by Airframe Manufacturer for Boeing model 737 aircraft purchased by Borrower pursuant to the Purchase Agreement.

BORROWER REPRESENTATIONS AND WARRANTIES. The To induce Lender to enter into this Agreement, extend the Loan and make the advances, Borrower represents and warrants to Lender that: 4.1 The a) Borrower has full power and authority to enter into this Agreement and this Agreement has been duly and validly authorized, executed and delivered by Borrower. b) This Agreement does not violate any limitation on the date hereof isindebtedness of Borrower imposed by any statute, and at all times hereafter shall beordinance, the sole legalcharter, record and beneficial owner of the Collateral free and clear of all liens, claims, charges, restrictions, encumbrances, and rights of others (collectively, “Liens”), other than Liens in favor of the Lender and restrictions on transfer under applicable federal and state securities laws, the articles of incorporation of Lender and any agreements among stockholders relating to the Shares (collectively, “Permitted Liens”). The Borrower shall maintain, preserve and defend the title to the Collateral and the lien of the Lender thereon against the claim of any other person. The Borrower will not, without the prior written consent of the Lender sell, transfer, assign or otherwise dispose ofbylaw, or grant other agreement or instrument applicable to Borrower and this Agreement will not be rescinded at any option time by any action of Borrower. c) Borrower is not in default in the performance or warrant with respect to, fulfillment of any of the Collateral. If obligations, covenants or conditions contained herein or in any Collateral is soldother resolution, transferred, assigned or otherwise disposed of in violation of this Section 4, the security interest of the Lender shall continue in the Collateral notwithstanding such sale, transfer, assignment or other disposition, and the Borrower will deliver any proceeds thereof to the Lender to be held as Collateral hereunder. 4.2 This Pledge Agreement creates a valid and perfected first priority security interest in the Collateral, securing the full payment and performance of all of the Secured Obligations. 4.3 The execution, delivery and performance of this Pledge Agreement (including without limitation the pledge of the Collateral and foreclosure by the Lender on the Collateral) do not and will not conflict with, constitute a default underagreement, or result in the creation of a Lien on any Collateral under, any agreement, instrument, judgment, order, writ or decree instrument to which the Borrower is a party which would have a material adverse effect on the ability of Borrower to perform its obligations hereunder or by which would adversely affect the enforceability hereof. SAMPLE d) Borrower has, or will have prior to commencing work on the Collateral is boundProject, obtained all necessary federal, state and local licenses, permits and approvals required to construct, install, implement and operate the Project and shall comply with all federal, state and local laws, codes, rules and regulations applicable to the Project. 4.4 No authorizatione) Any written information, approval or other action by, and no notice to or filing with, any governmental authority or regulatory body is required for the execution, delivery and performance of this Pledge Agreement (including without limitation the pledge of the Collateral and foreclosure by the Lender on the Collateral), or for the exercise by the Lender of the voting reports and other rights provided for in paper or data prepared by Borrower and furnished to Lender by Borrower pursuant to this Pledge Agreement. 4.5 All certificates representing or evidencing Agreement were, at the Collateral in existence on the date hereof have been delivered to the Lender in suitable form for transfer by delivery or accompanied by duly executed instruments of transfer or assignment in blank time they were so furnished, complete and (assuming continuing possession by the Lender of all such Collateral) the Lender has a perfected First Priority security interest therein. 4.6 The Lender has a perfected first priority security interest correct in all Collateral that consists of uncertificated securities pledged by Borrower hereunder. 4.7 On the date hereof all financing statements, agreements, instruments and other documents necessary to perfect the security interest granted by the Borrower to the Lender in respect of the Collateral have been delivered to the Lender in completed and, material respects to the extent necessary to give Lender a true and accurate knowledge of the subject matter thereof. f) Borrower shall maintain the Project in good working order and shall ensure that adequate personnel are fully instructed in the proper use and care of the Project. g) Borrower shall execute and deliver to Lender all such documents and instruments as may be necessary or appropriate, duly executed form for filing in each governmental, municipal or other office reasonably required by law Lender to perfectenable Lender to exercise and enforce its rights under this Agreement, continue the Loan and maintain a valid, enforceable, first priority security interest in the Collateral as provided hereinany related transaction documents. 4.8 This Agreement is effective h) Borrower shall to create in favor of the extent permitted by law, and upon three (3) business days prior notice, permit Lender, a legalfrom time to time during normal business hours, valid as often as may be reasonably requested, to inspect its books and enforceable security interest in the Collateral records and the proceeds thereof. All filings make copies from such books and other actions necessary or appropriate records which relate to perfect the security interest in the Collateral granted by the Borrower hereunder have been duly made or taken and are in full force and effect; and such security interest is first priorityits performance under this Agreement. 4.9 The Borrower is a trust organized in accordance with the laws of the State of California. The Borrower’s legal name is “Broadway Federal Bank, f.s.

BORROWER REPRESENTATIONS AND WARRANTIES. The Borrower represents and warrants to Lender that: 4.1 The : (i) Borrower is a corporation duly organized, validly existing and in good standing under the laws of its state of incorporation and has the requisite corporate power to own its properties and to carry on its business as now being conducted; (ii) Borrower is duly qualified as a foreign corporation to do business and is in good standing in each jurisdiction where the date hereof isnature of the business conducted or property owned by it makes such qualification necessary; (iii) Borrower has registered its Common Stock under Section 12(g) of the Securities Exchange Act of 1934, as amended (the “1934 Act”), and at all times hereafter shall beis obligated to file reports pursuant to Section 13 or Section 15(d) of the 1934 Act; (iv) each of the Transaction Documents and the transactions contemplated hereby and thereby, have been duly and validly authorized by Borrower; (v) this Note and the other Transaction Documents have been duly executed and delivered by Borrower and constitute the valid and binding obligations of Borrower enforceable in accordance with their terms; (vi) the execution and delivery of the Transaction Documents by Borrower, the sole legalissuance of securities in accordance with the terms thereof, record and beneficial owner the consummation by Borrower of the Collateral other transactions contemplated by the Transaction Documents do not and will not conflict with or result in a breach by Borrower of any of the terms or provisions of, or constitute a default under (a) Borrower’s formation documents or bylaws, each as currently in effect, (b) any indenture, mortgage, deed of trust, or other material agreement or instrument to which Borrower is a party or by which it or any of its properties or assets are bound, including any listing agreement for the Common Stock, or (c) any existing applicable law, rule, or regulation or any applicable decree, judgment, or order of any court, United States federal or state regulatory body, administrative agency, or other governmental body having jurisdiction over Borrower or any of Borrower’s properties or assets; (vii) no further authorization, approval or consent of any court, governmental body, regulatory agency, self-regulatory organization, or stock exchange or market or the stockholders or any lender of Borrower is required to be obtained by Borrower for, in the Event of Default (as defined below), the issuance of the Conversion Shares to Lender; (viii) none of Borrower’s filings with the SEC contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances under which they were made, not misleading; (ix) during the twelve months prior to the Effective Date, Borrower has filed all reports, schedules, forms, statements and other documents required to be filed by Borrower with the SEC under the 1934 Act on a timely basis or has received a valid extension of such time of filing and has filed any such report, schedule, form, statement or other document prior to the expiration of any such extension; (x) other than as disclosed in reports filed by Borrower pursuant to Section 13 or Section 15(d) of the 1934 Act (“’34 Act Report”) there is no action, suit, proceeding, inquiry or investigation before or by any court, public board or body pending or, to the knowledge of Borrower, threatened against or affecting Borrower before or by any governmental authority or non-governmental department, commission, board, bureau, agency or instrumentality or any other person, wherein an unfavorable decision, ruling or finding would have a material adverse effect on Borrower or which would adversely affect the validity or enforceability of, or the authority or ability of Borrower to perform its obligations under, any of the Transaction Documents; (xi) during the past twelve months, Borrower has not consummated any material financing transaction that has not been disclosed in a ’34 Act Report; (xii) Borrower is not, nor has it been at any time in the previous twelve (12) months, a “Shell Company,” as such type of “issuer” is described in Rule 144(i)(1) under the 1933 Act; (xiii) with respect to any commissions, placement agent or finder’s fees or similar payments that will or would become due and owing by Borrower to any person or entity as a result of this Note or the Transaction Documents (“Broker Fees”), any such Broker Fees will be made in full compliance with all applicable laws and regulations and only to a person or entity that is a registered investment adviser or registered broker-dealer; (xiv) Lender shall have no obligation with respect to any Broker Fees or with respect to any claims made by or on behalf of other persons for fees of a type contemplated in this subsection that may be due in connection with the transactions contemplated hereby and Borrower shall indemnify and hold harmless each of Lender, Xxxxxx’s employees, officers, directors, stockholders, members, managers, agents, and partners, and their respective affiliates, from and against all claims, losses, damages, costs (including the costs of preparation and attorneys’ fees) and expenses suffered in respect of any such claimed or existing Broker Fees; (xv) if and when issued following an Event of Default, the Conversion Shares will be duly authorized, validly issued, fully paid for and non-assessable, free and clear of all liens, claims, chargescharges and encumbrances; (xvi) neither Lender nor any of its officers, restrictionsdirectors, encumbrancesmembers, and rights managers, employees, agents or representatives has made any representations or warranties to Borrower or any of others (collectivelyits officers, “Liens”)directors, employees, agents or representatives except as expressly set forth in the Transaction Documents and, in making its decision to enter into the transactions contemplated by the Transaction Documents, Borrower is not relying on any representation, warranty, covenant or promise of Lender or its officers, directors, members, managers, employees, agents or representatives other than Liens as set forth in favor the Transaction Documents; (xvii) Borrower acknowledges that the State of Utah has a reasonable relationship and sufficient contacts to the Lender and restrictions on transfer under applicable federal and state securities laws, transactions contemplated by the articles of incorporation of Lender Transaction Documents and any agreements among stockholders relating to the Shares (collectively, “Permitted Liens”). The Borrower shall maintain, preserve and defend the title to the Collateral and the lien of the Lender thereon against the claim of any other person. The Borrower will not, without the prior written consent of the Lender sell, transfer, assign or otherwise dispose of, or grant any option or warrant with respect to, any of the Collateral. If any Collateral is sold, transferred, assigned or otherwise disposed of in violation of this Section 4, the security interest of the Lender shall continue in the Collateral notwithstanding dispute that may arise related thereto such sale, transfer, assignment or other disposition, and the Borrower will deliver any proceeds thereof to the Lender to be held as Collateral hereunder. 4.2 This Pledge Agreement creates a valid and perfected first priority security interest in the Collateral, securing the full payment and performance of all of the Secured Obligations. 4.3 The execution, delivery and performance of this Pledge Agreement (including without limitation the pledge of the Collateral and foreclosure by the Lender on the Collateral) do not and will not conflict with, constitute a default under, or result in the creation of a Lien on any Collateral under, any agreement, instrument, judgment, order, writ or decree to which the Borrower is a party or by which the Borrower or the Collateral is bound. 4.4 No authorization, approval or other action by, and no notice to or filing with, any governmental authority or regulatory body is required for the execution, delivery and performance of this Pledge Agreement (including without limitation the pledge of the Collateral and foreclosure by the Lender on the Collateral), or for the exercise by the Lender of the voting and other rights provided for in this Pledge Agreement. 4.5 All certificates representing or evidencing the Collateral in existence on the date hereof have been delivered to the Lender in suitable form for transfer by delivery or accompanied by duly executed instruments of transfer or assignment in blank and (assuming continuing possession by the Lender of all such Collateral) the Lender has a perfected First Priority security interest therein. 4.6 The Lender has a perfected first priority security interest in all Collateral that consists of uncertificated securities pledged by Borrower hereunder. 4.7 On the date hereof all financing statements, agreements, instruments and other documents necessary to perfect the security interest granted by the Borrower to the Lender in respect of the Collateral have been delivered to the Lender in completed and, to the extent necessary or appropriate, duly executed form for filing in each governmental, municipal or other office required by law to perfect, continue and maintain a valid, enforceable, first priority security interest in the Collateral as provided herein. 4.8 This Agreement is effective to create in favor of the Lender, a legal, valid and enforceable security interest in the Collateral and the proceeds thereof. All filings and other actions necessary or appropriate to perfect the security interest in the Collateral granted by the Borrower hereunder have been duly made or taken and are in full force and effect; and such security interest is first priority. 4.9 The Borrower is a trust organized in accordance with the laws and venue of the State of CaliforniaUtah, as set forth more specifically in Section 10 below, shall be applicable to the Transaction Documents and the transactions contemplated therein; and (xviii) Borrower has performed due diligence and background research on Lender and its affiliates including, without limitation, Xxxx X. Xxxx, and, to its satisfaction, has made inquiries with respect to all matters Borrower may consider relevant to the undertakings and relationships contemplated by the Transaction Documents including, among other things, the following: xxxx://xxxxxxxxx.xxxxxxxxxxxx.xxx/research/stocks/people/person.asp?personId=7505107&ticker=UAHC; SEC Civil Case No. The Borrower’s legal name is “Broadway Federal Bank07-C-0347 (N.D. Ill.); SEC Civil Action No. 07-CV-347 (N.D. Ill.); and FINRA Case #2011029203701. Xxxxxxxx, f.sbeing aware of the matters described in subsection (xviii) above, acknowledges and agrees that such matters, or any similar matters, have no bearing on the transactions contemplated by the Transaction Documents and covenants and agrees it will not use any such information as a defense to performance of its obligations under the Transaction Documents or in any attempt to avoid, modify or reduce such obligations.

BORROWER REPRESENTATIONS AND WARRANTIES. The Borrower represents and warrants that: 4.1 The Borrower to each Lender and the Security Agent that on the date hereof isand on each Borrowing Date: (i) Borrower is a corporation duly incorporated, validly existing and in good standing under the Laws of Delaware, and at all times hereafter shall be, has the sole legal, record corporate power and beneficial owner authority to conduct the business in which it is currently engaged and to own or hold under lease its properties and to enter into and perform its obligations under each of the Collateral free Operative Agreements to which Borrower is or will be a party. Borrower is duly qualified to do business as a foreign corporation in good standing in each jurisdiction in which the nature and clear extent of all liensthe business conducted by it, claimsor the ownership of its properties, chargesrequires such qualification, restrictions, encumbrancesexcept where the failure to be so qualified does not constitute or would not give rise to a Material Adverse Change with respect to Borrower. (ii) The execution and delivery by Borrower of, and rights performance by Borrower of others (collectivelyits obligations under, “Liens”), other than Liens in favor of the Lender and restrictions on transfer under applicable federal and state securities laws, the articles of incorporation of Lender and any agreements among stockholders relating to the Shares (collectively, “Permitted Liens”). The Borrower shall maintain, preserve and defend the title to the Collateral this Agreement and the lien of the Lender thereon against the claim of any other person. The Operative Agreements to which Borrower is or will not, without the prior written consent of the Lender sell, transfer, assign or otherwise dispose of, or grant any option or warrant with respect to, any of the Collateral. If any Collateral is sold, transferred, assigned or otherwise disposed of in violation of this Section 4, the security interest of the Lender shall continue in the Collateral notwithstanding such sale, transfer, assignment or other dispositionbe a party, and the Purchase Agreement and the GTA, have been duly authorized by all necessary corporate action on the part of Borrower will deliver and do not require any proceeds thereof to the Lender to be held stockholder approval, or approval or consent of any trustee or holder of any indebtedness or obligations of Borrower, except such as Collateral hereunderhave been duly obtained and are in full force and effect. 4.2 This Pledge Agreement creates a valid (iii) Borrower’s execution and perfected first priority security interest in the Collateraldelivery of, securing the full payment and performance of all its obligations under, the Operative Agreements to which Borrower is or will be a party, and the Purchase Agreement and the GTA, do not, (1) violate any provision of the Secured Obligations. 4.3 The executionBorrower’s certificate of incorporation or by-laws, delivery and performance of this Pledge Agreement (including without limitation the pledge of the Collateral and foreclosure by the Lender 2) violate any Law applicable to or binding on the CollateralBorrower, or (3) do not and will not conflict with, violate or constitute a any default under, or result in the creation of a any Lien on any (other than as permitted under the Security Agreement) upon the Collateral under, any agreementmaterial lease, instrument, judgment, order, writ loan or decree other agreement to which the Borrower is or will be a party or by which the Borrower or the Collateral any of its properties is bound. 4.4 No authorization(iv) Borrower’s execution and delivery of, and performance of its obligations under, the Operative Agreements to which Borrower is or will be a party, and the Purchase Agreement and the GTA, and the consummation by Borrower of any transactions contemplated hereby or thereby will not require the consent, approval or authorization of, the giving of notice to, the registration with, the recording or filing of any documents with, or the taking of any other action byin respect of (1) any trustee or other holder of any debt of Borrower, or (2) any Governmental Entity, other than (x) the Financing Statements (and no notice continuation statements periodically related to or filing with, any governmental authority or regulatory body is required for the execution, delivery and performance of this Pledge Agreement (including without limitation the pledge of the Collateral and foreclosure by the Lender on the Collateral), (y) filings, recordings, notices, or for other ministerial actions pursuant to any routine recording, contractual, or regulatory requirements and (z) the exercise execution and delivery of the Consent and Agreement and the Engine Consent and Agreement by Airframe Manufacturer and Engine Manufacturer, respectively. (v) Each of the Operative Agreements to which Borrower is a party, and the Purchase Agreement and the GTA, have been, duly authorized, executed, and delivered by Borrower and, assuming the due authorization, execution, and delivery thereof by the Lender other parties hereto and thereto, the Operative Agreements and the Purchase Agreement and the GTA, constitute, and on the applicable Borrowing Date, each of the voting other Operative Agreements to which Borrower is a party will constitute legal, valid, and binding obligations of Borrower enforceable against Borrower in accordance with their terms, except as such enforceability may be limited by bankruptcy, insolvency, and other similar Laws affecting the rights provided for in this Pledge Agreementof creditors generally or by general principles of equity. 4.5 All certificates representing (vi) Except as set forth in Holdings’ most recent annual report on Form 10-K, quarterly report on Form 10-Q or evidencing current report on Form 8-K filed by with the Collateral SEC on or prior to December 31, 2004, no action, claim or proceeding is now pending or, to Borrower’s Actual Knowledge, threatened, against Borrower before any Governmental Entity, that is reasonably likely to be determined adversely to Borrower and if determined adversely to Borrower would result in existence on a Material Adverse Change with respect to Borrower, and there is no action, suit or proceeding pending, or to the Actual Knowledge of Borrower threatened, before or by any court, arbitrator or administrative agency, body or official to which Borrower is subject, that questions the validity of the Operative Agreements. (vii) The financial statements delivered by Borrower pursuant to Section 4(a)(ix) have been prepared in accordance with GAAP and fairly present in all material respects in accordance with GAAP the financial condition of Borrower and its consolidated subsidiaries as of such date and the results of its operations and cash flows for such periods, and since the date hereof have of such balance sheet, there has been delivered to the Lender no material adverse change in suitable form such financial condition or results of operations, except for transfer by delivery or accompanied by duly executed instruments of transfer or assignment matters disclosed in blank and (assuming continuing possession by the Lender of all such Collateral1) the Lender has a perfected First Priority security interest thereinfinancial statements referred to above, or (2) any subsequent report filed with the SEC. 4.6 The Lender has a perfected first priority security interest in all Collateral that consists of uncertificated securities pledged by Borrower hereunder. 4.7 On the date hereof all financing statements, agreements, instruments and other documents necessary to perfect (viii) Except for the security interest granted by the Borrower to the Lender in respect Security Agent for the ratable benefit of the Lenders pursuant to the Security Agreement and except for Permitted Liens, Borrower owns each item of the Collateral free and clear of any and all Liens or claims of others. No financing statement or other public notice with respect to all or any part of the Collateral is on file or of record in any public office, except such as have been delivered to the Lender in completed and, to the extent necessary or appropriate, duly executed form for filing in each governmental, municipal or other office required by law to perfect, continue and maintain a valid, enforceable, first priority security interest in the Collateral as provided herein. 4.8 This Agreement is effective to create filed in favor of the LenderSecurity Agent, a legalfor the ratable benefit of the Lenders, valid pursuant to this Agreement. On each Borrowing Date, except for the filing of the Financing Statements, no further action, including filing or recording any document (including any financing statement under UCC Article 9) is necessary in order to establish and enforceable security interest perfect Security Agent’s first priority Lien on the Collateral, as against Borrower and any other Person, in any applicable jurisdictions in the Collateral and United States. The security interests granted pursuant to the proceeds thereof. All Security Agreement upon completion of the filings and other actions necessary or appropriate to perfect of the security interest Financing Statements specified in the prior sentence will constitute valid first priority perfected security interests in all of the Collateral granted by in favor of Security Agent, for the Borrower hereunder have been duly made or taken and are in full force and effect; and such ratable benefit of the Lenders, as collateral security interest is first priority. 4.9 The Borrower is a trust organized for the Obligations, enforceable in accordance with the laws terms hereof against all creditors of Borrower and any Persons purporting to purchase any Collateral from Borrower in any applicable jurisdiction in the State of CaliforniaUnited States. The On the date hereof, Borrower’s legal name is “Broadway Federal Bankjurisdiction of organization, f.s.identification number from the jurisdiction of organization (if any), and the location of Borrower’s chief executive office are as follows: Jurisdiction of Organization: Delaware Identification Number: 2350036

BORROWER REPRESENTATIONS AND WARRANTIES. The Borrower represents and warrants that: 4.1 The Borrower on the date hereof is, and at all times hereafter shall be, the sole legal, record and beneficial owner as of the Collateral free and clear of all liens, claims, charges, restrictions, encumbrances, and rights of others (collectively, “Liens”), other than Liens in favor of the Lender and restrictions on transfer under applicable federal and state securities laws, the articles of incorporation of Lender and any agreements among stockholders relating to the Shares (collectively, “Permitted Liens”). The Borrower shall maintain, preserve and defend the title to the Collateral and the lien of the Lender thereon against the claim of any other person. The Borrower will not, without the prior written consent of the Lender sell, transfer, assign or otherwise dispose of, or grant any option or warrant with respect to, any of the Collateral. If any Collateral is sold, transferred, assigned or otherwise disposed of in violation effective date of this Section 4, the security interest of the Lender shall continue in the Collateral notwithstanding such sale, transfer, assignment or other disposition, and the Borrower will deliver any proceeds thereof to the Lender to be held as Collateral hereunder. 4.2 This Pledge Agreement creates a valid and perfected first priority security interest in the Collateral, securing the full payment and performance of all of the Secured Obligations. 4.3 The execution, delivery and performance of this Pledge Agreement (including without limitation the pledge of the Collateral 1) that it has access to professional advice and foreclosure by the Lender on the Collateral) do not and will not conflict with, constitute a default under, or result in the creation of a Lien on any Collateral under, any agreement, instrument, judgment, order, writ or decree to which the Borrower is a party or by which the Borrower or the Collateral is bound. 4.4 No authorization, approval or other action by, and no notice to or filing with, any governmental authority or regulatory body is required for the execution, delivery and performance of this Pledge Agreement (including without limitation the pledge of the Collateral and foreclosure by the Lender on the Collateral), or for the exercise by the Lender of the voting and other rights provided for in this Pledge Agreement. 4.5 All certificates representing or evidencing the Collateral in existence on the date hereof have been delivered to the Lender in suitable form for transfer by delivery or accompanied by duly executed instruments of transfer or assignment in blank and (assuming continuing possession by the Lender of all such Collateral) the Lender has a perfected First Priority security interest therein. 4.6 The Lender has a perfected first priority security interest in all Collateral that consists of uncertificated securities pledged by Borrower hereunder. 4.7 On the date hereof all financing statements, agreements, instruments and other documents necessary to perfect the security interest granted by the Borrower to the Lender in respect of the Collateral have been delivered to the Lender in completed and, support to the extent necessary or appropriateto enable Borrower to fully comply with the terms of this Agreement; (2) that it and its general partners are duly organized, duly executed form for filing validly existing and in each governmental, municipal or other office required by law to perfect, continue and maintain a valid, enforceable, first priority security interest in the Collateral as provided herein. 4.8 This Agreement is effective to create in favor of the Lender, a legal, valid and enforceable security interest in the Collateral and the proceeds thereof. All filings and other actions necessary or appropriate to perfect the security interest in the Collateral granted by the Borrower hereunder have been duly made or taken and are in full force and effect; and such security interest is first priority. 4.9 The Borrower is a trust organized in accordance with good standing under the laws of the State of California. The ; (3) that it has the full power and City to undertake the Project and to execute this Agreement; (4) that the persons executing and delivering this Agreement are authorized to execute and deliver such documents on behalf of Borrower; (5) except as disclosed to the City in writing, there are no actions or proceedings pending or, to the best of the Borrower’s legal name knowledge, threatened against the Borrower or Borrower’s general partners before any court or administrative agency in any way connected with the Property or the Project which could adversely affect the Borrower’s ability to perform the activities contemplated hereunder; (6) neither this Agreement nor anything provided to be done hereunder violates or shall violate any contract, agreement or instrument to which the Borrower or a general partner of Borrower is “Broadway Federal Banka party or which affects the Project or any part thereof; (7) the Borrower is not in default in respect of any of its obligations or liabilities pertaining to this Agreement, f.snor is there any state of facts or circumstances or conditions or events which, after notice, lapse of time, or both, would constitute or result in any such default under this Agreement; and (8) neither the Borrower nor its general partners has entered into any agreements which will adversely affect the Borrower’s right to develop and use the Project as provided in this Agreement, and neither the Borrower nor its general partners will enter into any such agreements after the date hereof.

BORROWER REPRESENTATIONS AND WARRANTIES. The In order to induce Lender to enter into this Agreement, Borrower represents and warrants warrants, as of the date hereof, and as of the date of execution of each Schedule that: 4.1 The (a) Borrower is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization with full power and authority to conduct its business as such business is presently being conducted, to own or hold property and to enter into and perform its obligations under this Agreement. Borrower is duly qualified to do business and is in good standing as a foreign entity in all states where its failure to so qualify would have a material adverse effect on its ability to perform its obligations under this Agreement, provided, however, that Lender acknowledges that, as of the date hereof isof this Agreement, Borrower has not received notice of its authority to transact business in North Dakota. (b) Borrower has full power and at authority to enter into the transactions provided for in this Agreement and has been duly authorized to do so by all times hereafter shall benecessary and appropriate action and, when executed and delivered by Borrower, this Agreement will constitute the sole legal, record valid and beneficial owner binding obligations of the Collateral free and clear of all liensBorrower, claims, charges, restrictions, encumbrances, and rights of others (collectively, “Liens”), other than Liens enforceable in favor of the Lender and restrictions on transfer under applicable federal and state securities laws, the articles of incorporation of Lender and any agreements among stockholders relating to the Shares (collectively, “Permitted Liens”). The Borrower shall maintain, preserve and defend the title to the Collateral and the lien of the Lender thereon against the claim of any other person. The Borrower will not, without the prior written consent of the Lender sell, transfer, assign or otherwise dispose of, or grant any option or warrant accordance with respect to, any of the Collateral. If any Collateral is sold, transferred, assigned or otherwise disposed of in violation of this Section 4, the security interest of the Lender shall continue in the Collateral notwithstanding such sale, transfer, assignment or other disposition, and the Borrower will deliver any proceeds thereof to the Lender to be held as Collateral hereunderits terms. 4.2 This Pledge Agreement creates a valid and perfected first priority security interest in the Collateral, securing the full payment and performance of all of the Secured Obligations. 4.3 (c) The execution, delivery delivery, and performance by Borrower of this Pledge Agreement (including without limitation and all related instruments and the pledge consummation by Borrower of the Collateral and foreclosure by transactions contemplated hereby: (i) do not require any stockholder approval or the Lender on the Collateralconsent of any trustee or holder of any indebtedness or obligation of Borrower or any consent, authorization, or approval of, any filing of or registration with, or other action in respect to any federal, state, governmental authority or agency (or, if so required, such approval or consent has been obtained), (ii) do not and will not conflict with, constitute a default under, or result in the creation any material violation of a Lien on any Collateral under, term of any agreement, instrument, judgment, decree, franchise, permit, order, writ law, statute, rule, or decree governmental regulation presently applicable to it, (iv) are not in conflict with and do not constitute a default under any of the terms or provisions of, or subject this Agreement or the Equipment or any part thereof to any lien of, any indenture, mortgage, lease, contract, or other agreement or instrument (other than this Agreement) to which the Borrower is a party or by which it or its property is bound or affected, and (v) do not and will not contravene Borrower’s articles of incorporation and by-laws or other organizational documents. (d) There are no pending actions or proceedings to which Borrower is a party, and there are no threatened actions or proceedings of which Borrower has knowledge, before any court, arbitrator, or administrative agency, which would materially adversely affect the financial condition of Borrower or the Collateral its ability to perform its obligation hereunder. Borrower is bound. 4.4 No authorization, approval or other action by, and no notice to or filing with, not in default under any governmental authority or regulatory body is required obligations for the executionpayment of borrowed money, delivery and performance for the deferred purchase price of this Pledge Agreement (including without limitation the pledge of the Collateral and foreclosure by the Lender on the Collateral), property or for the exercise by payment of money which would have the Lender of the voting and other rights provided for in this Pledge Agreementsame such effect. 4.5 All certificates representing or evidencing the Collateral in existence on the date hereof have been delivered to the Lender in suitable form for transfer by delivery or accompanied by duly executed instruments of transfer or assignment in blank and (assuming continuing possession by the Lender of all such Collaterale) the Lender has a perfected First Priority security interest therein. 4.6 The Lender has a perfected first priority security interest in all Collateral that consists of uncertificated securities pledged by Borrower hereunder. 4.7 On the date hereof all financing statements, agreements, instruments and other documents necessary to perfect the security interest granted by the Borrower to the Lender in respect of the Collateral have been delivered to the Lender in completed and, to the extent necessary or appropriate, duly executed form for filing in each governmental, municipal or other office required by law to perfect, continue and maintain a valid, enforceable, first priority security interest in the Collateral as provided herein. 4.8 This Agreement is effective to create in favor of the Lender, a legal, valid and enforceable security interest in the Collateral and the proceeds thereof. All filings and other actions necessary or appropriate to perfect the security interest in the Collateral granted by the Borrower hereunder have been duly made or taken and are in full force and effect; and such security interest is first priority. 4.9 The Borrower is a trust organized in accordance with Under the laws of the State state(s) in which the Equipment is to be located, the Equipment consists solely of California. The personal property. (f) Borrower’s legal name parent’s financial statements (copies of which have been furnished to Lender) have been prepared in accordance with generally accepted accounting principles consistently applied, and accurately and completely present Borrower’s parent’s financial condition and the results of its operations as of the date of and for the period covered by such statements, and since the date of such statements there has been no material adverse change in such conditions or operations. (g) The address stated on page one of this Agreement is “Broadway Federal Bankthe chief place of business and chief executive office of Borrower; and Borrower does not conduct business under a trade, f.sassumed, or fictitious name.

BORROWER REPRESENTATIONS AND WARRANTIES. The Borrower represents and warrants that: 4.1 The Borrower (a) both before and after giving effect to this Amendment and any Loan or Issuance on the date hereof is, and at all times hereafter shall beAmendment No. 2 Effective Date, the sole legal, record representations and beneficial owner warranties set forth in Article IV of the Collateral free Credit Agreement and clear of in the other Loan Documents that have no materiality or Material Adverse Effect qualification are true and correct in all liens, claims, charges, restrictions, encumbrances, material respects and rights of others (collectively, “Liens”), other than Liens the representations and warranties set forth in favor Article IV of the Lender Credit Agreement and restrictions in the other Loan Documents that have a materiality or Material Adverse Effect qualification are true and correct in all respects, in each case with the same effect as though made on transfer under applicable federal and state securities lawsas of the Amendment No. 2 Effective Date or, to the articles extent such representations and warranties expressly relate to an earlier date, as of incorporation of Lender such earlier date; (b) both before and after giving effect to this Amendment and any agreements among stockholders relating to the Shares (collectively, “Permitted Liens”). The Borrower shall maintain, preserve and defend the title to the Collateral and the lien of the Lender thereon against the claim of any other person. The Borrower will not, without the prior written consent of the Lender sell, transfer, assign Loan or otherwise dispose of, or grant any option or warrant with respect to, any of the Collateral. If any Collateral is sold, transferred, assigned or otherwise disposed of in violation of this Section 4, the security interest of the Lender shall continue in the Collateral notwithstanding such sale, transfer, assignment or other disposition, and the Borrower will deliver any proceeds thereof to the Lender to be held as Collateral hereunder. 4.2 This Pledge Agreement creates a valid and perfected first priority security interest in the Collateral, securing the full payment and performance of all of the Secured Obligations. 4.3 The execution, delivery and performance of this Pledge Agreement (including without limitation the pledge of the Collateral and foreclosure by the Lender Issuance on the CollateralAmendment No. 2 Effective Date, no Default or Event of Default has occurred and is continuing; (c) do not and will not conflict with, constitute a default under, or result in the creation of a Lien on any Collateral under, any agreement, instrument, judgment, order, writ or decree to which the Borrower is a party or by which the Borrower or the Collateral is bound. 4.4 No authorization, approval or other action by, and no notice to or filing with, any governmental authority or regulatory body is required for the execution, delivery and performance of this Pledge Agreement (including without limitation Amendment are within the pledge corporate or other organizational power and authority of the Collateral Borrower and foreclosure by the Lender on the Collateral), or for the exercise by the Lender of the voting each Guarantor and other rights provided for in this Pledge Agreement. 4.5 All certificates representing or evidencing the Collateral in existence on the date hereof have been delivered to the Lender in suitable form for transfer duly authorized by delivery or accompanied by duly executed instruments of transfer or assignment in blank appropriate organizational and governing action and proceedings; (assuming continuing possession by the Lender of all such Collaterald) the Lender has a perfected First Priority security interest therein. 4.6 The Lender has a perfected first priority security interest in all Collateral that consists of uncertificated securities pledged by Borrower hereunder. 4.7 On the date hereof all financing statements, agreements, instruments execution and other documents necessary to perfect the security interest granted delivery by the Borrower to the Lender in respect and each Guarantor of this Amendment does not and will not (i) violate (A) any provision of any law, statute, rule or regulation, or of the Collateral have been delivered certificate or articles of incorporation or partnership agreement, other constitutive documents or by-laws of the Borrower or any such Guarantor or (B) any applicable order of any court or any rule, regulation or order of any Governmental Authority, (ii) be in conflict with, result in a breach of or constitute (alone or with notice or lapse of time or both) a default under any Contractual Obligation of the Borrower or any Guarantor, where any such conflict, violation, breach or default referred to the Lender in completed andclause (i) or (ii) of this clause (d), to the extent necessary individually or appropriate, duly executed form for filing in each governmental, municipal or other office required by law to perfect, continue and maintain a valid, enforceable, first priority security interest in the Collateral aggregate could reasonably be expected to have a Material Adverse Effect, (iii) except as provided herein. 4.8 This permitted under the Credit Agreement is effective to create (as amended by this Amendment), result in or require the creation or imposition of any Lien upon any of the properties or assets of the Borrower or any such Guarantor (other than any Liens created under any of the Loan Documents in favor of the LenderCollateral Agent on behalf of the Secured Parties), or (iv) require any approval of stockholders or partners or any approval or consent of any Person under any Contractual Obligation of the Borrower or any Guarantor except for such approvals or consents which have been obtained and except for any such approvals or consents the failure of which to obtain will not have a Material Adverse Effect; (e) the person who is executing this Amendment on behalf of the Borrower and each Guarantor has the full power, authority and legal right to do so, and this Amendment has been duly executed by such person and delivered to the Administrative Agent; and (f) this Amendment constitutes the legal, valid valid, and enforceable security interest in the Collateral and the proceeds thereof. All filings and other actions necessary or appropriate to perfect the security interest in the Collateral granted by binding obligation of the Borrower hereunder have been duly made or taken and are in full force and effect; and such security interest is first priority. 4.9 The Borrower is a trust organized enforceable in accordance with its terms, except as limited by applicable bankruptcy, insolvency, reorganization, moratorium, or similar laws affecting the laws rights of the State creditors generally and general principles of California. The Borrower’s legal name equity (regardless of whether such enforceability is “Broadway Federal Bank, f.sconsidered in a proceeding in equity or at law).

BORROWER REPRESENTATIONS AND WARRANTIES. The In order to induce Lender to enter into this Agreement and to make the Loan to Borrower, Borrower represents and warrants warrants, as of the date hereof, and as of the date of execution of any Request For Advance hereunder, that: 4.1 The (a) If not a natural person, Borrower is an entity duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization with full power and authority to conduct its business as such business is presently being conducted, to own or hold property to enter into and perform its obligations under this Agreement. Borrower is duly qualified to do business and is in good standing as a foreign entity in all states where its failure to so qualify would have a material adverse effect on its ability to perform its obligations under this Agreement. (b) Borrower has full power and authority to enter into the date hereof istransactions provided for in this Agreement and has been duly authorized to do so by all necessary and appropriate action, and, when executed and at all times hereafter shall bedelivered by Borrower, this Agreement will constitute the sole legal, record valid and beneficial owner binding obligations of the Collateral free and clear of all liensBorrower, claims, charges, restrictions, encumbrances, and rights of others (collectively, “Liens”), other than Liens enforceable in favor of the Lender and restrictions on transfer under applicable federal and state securities laws, the articles of incorporation of Lender and any agreements among stockholders relating to the Shares (collectively, “Permitted Liens”). The Borrower shall maintain, preserve and defend the title to the Collateral and the lien of the Lender thereon against the claim of any other person. The Borrower will not, without the prior written consent of the Lender sell, transfer, assign or otherwise dispose of, or grant any option or warrant accordance with respect to, any of the Collateral. If any Collateral is sold, transferred, assigned or otherwise disposed of in violation of this Section 4, the security interest of the Lender shall continue in the Collateral notwithstanding such sale, transfer, assignment or other disposition, and the Borrower will deliver any proceeds thereof to the Lender to be held as Collateral hereunderits terms. 4.2 This Pledge Agreement creates a valid and perfected first priority security interest in the Collateral, securing the full payment and performance of all of the Secured Obligations. 4.3 (c) The execution, delivery delivery, and performance by Borrower of this Pledge Agreement (including without limitation and all related instruments and the pledge consummation by Borrower of the Collateral and foreclosure by transactions contemplated hereby: (i) do not require any stockholder approval or the Lender on the Collateralconsent of any trustee or holder of any indebtedness or obligation of Borrower or any consent, authorization, or approval or filing of or registration with, or other actions in respect to any federal, state, governmental authority or agency (or, if so required, such approval or consent has been obtained), (ii) do not and will not conflict with, constitute a default under, or result in the creation any material violation of a Lien on any Collateral under, term of any agreement, instrument, judgment, decree, franchise, permit, order, writ law, statute, rule, or decree governmental regulation presently applicable to it, (iii) are not in conflict with and do not constitute a default under any of the terms or provisions of, or subject the Collateral or any part thereof to any lien of, any indenture, mortgage, lease, contract, or other agreement or instrument (other than this Agreement) to which the Borrower is a party or by which the Borrower it or the Collateral its property is boundbound or affected, and (iv) do not and will not contravene Borrower's organizational documents. 4.4 No authorization(d) Except as disclosed in the LCA-Vision Inc. 2007 form 10K, approval there are no pending actions or other action byproceedings to which Borrower is a party, and there are no notice other pending or threatened actions or proceedings of which Borrower has knowledge, before any court, arbitrator, or administrative agency, which either individually or in the aggregate, would materially adversely affect the financial condition of Borrower, the ability of Borrower to or filing withperform its obligation hereunder. Further, Borrower is not in default under any governmental authority or regulatory body is required material obligations for the executionpayment of borrowed money, delivery and performance for the deferred purchase price of this Pledge Agreement (including without limitation the pledge of the Collateral and foreclosure by the Lender on the Collateral), property or for the exercise by payment of any rent which, either individually or in the Lender of aggregate, would have the voting and other rights provided for in this Pledge Agreementsame such effect. 4.5 All certificates representing or evidencing the Collateral in existence on the date hereof have been delivered to the Lender in suitable form for transfer by delivery or accompanied by duly executed instruments of transfer or assignment in blank and (assuming continuing possession by the Lender of all such Collateralf) the Lender has a perfected First Priority security interest therein. 4.6 The Lender has a perfected first priority security interest in all Collateral that consists of uncertificated securities pledged by Borrower hereunder. 4.7 On the date hereof all financing statements, agreements, instruments and other documents necessary to perfect the security interest granted by the Borrower to the Lender in respect of the Collateral have been delivered to the Lender in completed and, to the extent necessary or appropriate, duly executed form for filing in each governmental, municipal or other office required by law to perfect, continue and maintain a valid, enforceable, first priority security interest in the Collateral as provided herein. 4.8 This Agreement is effective to create in favor of the Lender, a legal, valid and enforceable security interest in the Collateral and the proceeds thereof. All filings and other actions necessary or appropriate to perfect the security interest in the Collateral granted by the Borrower hereunder have been duly made or taken and are in full force and effect; and such security interest is first priority. 4.9 The Borrower is a trust organized in accordance with Under the laws of the State state(s) in which the Collateral is to be located, the Collateral consists solely of California. personal property. (g) The financial statements of Borrower (copies of which have been furnished to Lender) have been prepared in accordance with generally accepted accounting principles consistently applied, and accurately and completely present Borrower’s legal 's financial condition and the results of its operations as of the date of and for the period covered by such statements, and since the date of such statements there has been no material adverse change in such conditions or operations. (h) The address stated on page one of this Agreement is the chief place of business and chief executive office of Borrower and the place where all books and records concerning the Collateral are kept; the address set forth on the applicable Request For Advance is the location at which the applicable Collateral is kept; and Borrower does not conduct business under a trade, assumed, or fictitious name is “Broadway Federal Bank, f.sother than Lasik Plus.

BORROWER REPRESENTATIONS AND WARRANTIES. The Borrower represents and warrants to Lender as of the First Amendment Date that: 4.1 (a) The Borrower on representations, warranties, certifications and agreements contained in the Loan Documents are true, complete and accurate in all material respects as of the date hereof ishereof; provided, however, that those representations and at warranties expressly referring to a specified date shall have been true, correct and complete in all times hereafter shall bematerial respects as of such date. (b) No Default or Event of Default currently exists under the Loan Documents and Borrower has no knowledge of any event which with the giving of notice, the sole legal, record and beneficial owner passage of time or both would constitute a Default or an Event of Default under the Loan Documents. (c) As of the Collateral free date hereof, Borrower does not have any claim against Lender and clear of all liens, claims, charges, restrictions, encumbrances, and rights of others (collectively, “Liens”), other than Liens in favor no offset or defense to the payment or performance of the Lender and restrictions on transfer under applicable federal and state securities laws, the articles Obligations or any counterclaim or right to rescission to enforcement of incorporation of Lender and any agreements among stockholders relating to the Shares (collectively, “Permitted Liens”). The Borrower shall maintain, preserve and defend the title to the Collateral and the lien of the Lender thereon against the claim of any other person. The Borrower will not, without the prior written consent of the Lender sell, transfer, assign or otherwise dispose of, or grant any option or warrant with respect to, any of the Collateral. If any Collateral is sold, transferred, assigned or otherwise disposed of in violation of this Section 4, the security interest terms of the Lender shall continue in the Collateral notwithstanding such sale, transfer, assignment or other disposition, and the Borrower will deliver any proceeds thereof to the Lender to be held as Collateral hereunderLoan Documents. 4.2 This Pledge Agreement creates a valid and perfected first priority security interest in (d) No voluntary actions or, to Borrower’s knowledge, involuntary actions are pending against Borrower under the Collateral, securing the full payment and performance of all bankruptcy or insolvency laws of the Secured ObligationsUnited States or any state thereof. 4.3 The (e) Borrower’s execution, delivery and performance of this Pledge Agreement (including without limitation the pledge of the Collateral and foreclosure by the Lender on the Collateral) do not and Amendment will not violate or conflict with any laws, rules, regulations or orders of any Governmental Authority applicable to Borrower, or violate or conflict with, result in a breach of, or constitute a default under, (with due notice or result in the creation lapse of a Lien on time or both) under any Collateral under, any agreement, instrument, judgment, order, writ material contract or decree to which the Borrower is a party or by which the Borrower or the Collateral is boundorganizational documents of Borrower. 4.4 No authorization(f) Borrower has the requisite corporate power and authority to enter into, approval to deliver and to perform this Amendment and Borrower has all material permits, licenses, consents and agreements of all Persons necessary or other action by, and no notice to or filing with, any governmental authority or regulatory body is required for the executionBorrower to execute and deliver this Amendment and perform its obligations under this Amendment. (g) The Loan Documents, delivery and performance of this Pledge Agreement (including without limitation the pledge as any of the Collateral same have been modified, amended and foreclosure by the Lender on the Collateralrestated (including, without limitation, pursuant to this Amendment), or for are the exercise by the Lender of the voting and other rights provided for in this Pledge Agreement. 4.5 All certificates representing or evidencing the Collateral in existence on the date hereof have been delivered to the Lender in suitable form for transfer by delivery or accompanied by duly executed instruments of transfer or assignment in blank and (assuming continuing possession by the Lender of all such Collateral) the Lender has a perfected First Priority security interest therein. 4.6 The Lender has a perfected first priority security interest in all Collateral that consists of uncertificated securities pledged by Borrower hereunder. 4.7 On the date hereof all financing statements, agreements, instruments and other documents necessary to perfect the security interest granted by the Borrower to the Lender in respect of the Collateral have been delivered to the Lender in completed and, to the extent necessary or appropriate, duly executed form for filing in each governmental, municipal or other office required by law to perfect, continue and maintain a valid, enforceable, first priority security interest in the Collateral as provided herein. 4.8 This Agreement is effective to create in favor of the Lender, a legal, valid and enforceable security interest legally binding obligation of Borrower subject only to bankruptcy, insolvency, reorganization, moratorium, or similar laws at the time in effect affecting the Collateral enforceability or rights of creditors generally and by general equitable principles which may limit the proceeds thereof. All filings and other actions necessary or appropriate right to perfect the security interest in the Collateral granted by the Borrower hereunder have been duly made or taken and are in full force and effect; and such security interest is first priorityobtain equitable remedies. 4.9 The Borrower is a trust organized in accordance with the laws of the State of California. The Borrower’s legal name is “Broadway Federal Bank, f.s.

BORROWER REPRESENTATIONS AND WARRANTIES. The Borrower represents and warrants that: 4.1 The Borrower on to Lender that as of the date hereof isit enters into any Agreement; a. it has obtained the necessary internal and external approvals, consents and authorizations to enable it to enter into the Agreement; b. the Borrower’s signatories to the Agreement have the authority to bind the Borrower and do so by their signature; c. the Agreement is a legally valid and binding obligation of Borrower, enforceable in accordance with its terms; d. all representations made, and at all times hereafter shall beany information supplied to Lender (including those related to its financial status, and each Financed Product, including the prices thereof) are true, accurate and complete; e. its sole legalpurpose in requesting funds directly from Lender is for the reimbursement of its acquisition of Financed Product; f. there exists no material default as to any other agreement to which Borrower is a party, record and beneficial owner no potential liability of Borrower, legal or otherwise, that might impair its ability to comply with this Agreement; g. Borrower is a legal entity, duly organized, validly existing and in good standing under the laws of the Collateral free jurisdiction of its organization and clear of all liensin each jurisdiction where Financed Products will be located, claims, charges, restrictions, encumbrances, with full legal and rights of others (collectively, “Liens”), other than Liens in favor of organizational power to enter into this Agreement; h. the Lender execution and restrictions on transfer under applicable federal and state securities laws, the articles of incorporation of Lender and any agreements among stockholders relating to the Shares (collectively, “Permitted Liens”). The Borrower shall maintain, preserve and defend the title to the Collateral and the lien of the Lender thereon against the claim of any other person. The Borrower will not, without the prior written consent of the Lender sell, transfer, assign or otherwise dispose of, or grant any option or warrant with respect to, any of the Collateral. If any Collateral is sold, transferred, assigned or otherwise disposed of in violation delivery of this Section 4, the security interest of the Lender shall continue in the Collateral notwithstanding such sale, transfer, assignment or other disposition, and the Agreement by Borrower will deliver any proceeds thereof to the Lender to be held as Collateral hereunder. 4.2 This Pledge Agreement creates a valid and perfected first priority security interest in the Collateral, securing the full payment and performance of all of the Secured Obligations. 4.3 The execution, delivery and performance of this Pledge Agreement (including without limitation the pledge of the Collateral and foreclosure by the Lender on the Collateral) do not and its obligations hereunder will not conflict with, constitute a default under, or result in the creation of a Lien on violate any Collateral under, any agreement, instrument, judgment, order, writ law, or decree governmental regulation affecting Borrower or any provision of Borrower’s documents or organization, nor result in a breach or default of any instrument or agreement to which the Borrower is a party or by to which the Borrower or the Collateral is may be bound.; and 4.4 No authorization, approval or other action by, and no notice to or filing with, any governmental authority or regulatory body is required for the execution, delivery and performance of this Pledge Agreement (including without limitation the pledge of the Collateral and foreclosure by the Lender on the Collateral), or for the exercise by the Lender of the voting and other rights provided for in this Pledge Agreement. 4.5 All certificates representing or evidencing the Collateral in existence on the date hereof have been delivered to the Lender in suitable form for transfer by delivery or accompanied by duly executed instruments of transfer or assignment in blank and (assuming continuing possession by the Lender of all such Collateral) the Lender i. Borrower has a perfected First Priority security interest therein. 4.6 The Lender has a perfected first priority security interest in all Collateral that consists of uncertificated securities pledged by Borrower hereunder. 4.7 On the date hereof all financing statements, agreements, instruments and other documents necessary to perfect the security interest granted by the Borrower to the Lender in respect of the Collateral have been delivered to the Lender in completed and, to the extent necessary or appropriate, duly executed form for filing in selected each governmental, municipal or other office required by law to perfect, continue and maintain a valid, enforceable, first priority security interest Financed Product listed in the Collateral as provided herein. 4.8 This Agreement is effective to create in favor of the Lender, a legal, valid Schedule and enforceable security interest in the Collateral accepts responsibility for its use and the proceeds thereof. All filings and other actions necessary or appropriate to perfect the security interest in the Collateral granted by the Borrower hereunder have been duly made or taken and are in full force and effect; and such security interest is first priorityresults obtained therefrom. 4.9 The Borrower is a trust organized in accordance with the laws of the State of California. The Borrower’s legal name is “Broadway Federal Bank, f.s.

BORROWER REPRESENTATIONS AND WARRANTIES. The Borrower represents hereby represents, warrants, covenants, acknowledges and warrants thatagrees to Lender as follows: 4.1 The Borrower on the date hereof is, and at all times hereafter shall be, the sole legal, record and beneficial owner of the Collateral free and clear of all liens, claims, charges, restrictions, encumbrances, and rights of others (collectively, “Liens”), other than Liens in favor of the Lender and restrictions on transfer under applicable federal and state securities laws, the articles of incorporation of Lender and any agreements among stockholders relating to the Shares (collectively, “Permitted Liens”). The Borrower shall maintain, preserve and defend the title to the Collateral This Agreement and the lien of the Lender thereon against the claim of any other person. The Borrower will not, without the prior written consent of the Lender sell, transfer, assign or otherwise dispose of, or grant any option or warrant with respect to, any of the Collateral. If any Collateral is sold, transferred, assigned or otherwise disposed of in violation of this Section 4, the security interest of the Lender shall continue in the Collateral notwithstanding such sale, transfer, assignment or other disposition, and the Borrower will deliver any proceeds thereof to the Lender to be held as Collateral hereunder. 4.2 This Pledge Agreement creates a valid and perfected first priority security interest in the Collateral, securing the full payment and performance of all of the Secured Obligations. 4.3 The execution, delivery and performance of this Pledge Agreement (including without limitation the pledge of the Collateral and foreclosure by the Lender on the Collateral) do not and will not conflict with, constitute a default under, or result in the creation of a Lien on any Collateral under, any agreement, instrument, judgment, order, writ or decree to which the Borrower is a party or by which the Borrower or the Collateral is bound. 4.4 No authorization, approval or other action by, and no notice to or filing with, any governmental authority or regulatory body is required for the execution, delivery and performance of this Pledge Agreement (including without limitation the pledge of the Collateral and foreclosure by the Lender on the Collateral), or for the exercise by the Lender of the voting and other rights provided for in this Pledge Agreement. 4.5 All certificates representing or evidencing the Collateral in existence on the date hereof have been delivered to the Lender in suitable form for transfer by delivery or accompanied by duly executed instruments of transfer or assignment in blank and (assuming continuing possession by the Lender of all such Collateral) the Lender has a perfected First Priority security interest therein. 4.6 The Lender has a perfected first priority security interest in all Collateral that consists of uncertificated securities pledged by Borrower hereunder. 4.7 On the date hereof all financing statements, agreements, instruments and other documents necessary to perfect the security interest granted by the Borrower to the Lender in respect of the Collateral have been delivered to the Lender in completed and, to the extent necessary or appropriate, duly executed form for filing in each governmental, municipal or other office required by law to perfect, continue and maintain a valid, enforceable, first priority security interest in the Collateral as provided herein. 4.8 This Agreement is effective to create in favor of the Lender, a legal, valid and enforceable security interest in the Collateral and the proceeds thereof. All filings and other actions necessary or appropriate to perfect the security interest in the Collateral granted by the Borrower hereunder Loan Documents have been duly made or taken executed and are in full force constitute valid, legal and effect; and such security interest is first priority. 4.9 The Borrower is a trust organized binding obligations, enforceable in accordance with their respective terms, except as may be limited by bankruptcy, insolvency and or other laws regarding or affecting creditors’ rights generally, and all representations and warranties made by Borrower in the Loan Documents remain true and correct. Borrower has been duly organized as a corporation pursuant to the laws of the State of CaliforniaMinnesota and has the valid power and authority to perform as contemplated hereunder. Further, the person signing this Agreement on behalf of Borrower has the authority to execute this Agreement and the execution hereof is not in violation of any provision of Borrower’s articles of organization or any other organizational document of Borrower, or any amendment thereto. 4.2 Neither this Agreement nor the Loan Documents nor any other document, financial statement, credit information, certificate or statement furnished to Lender by Borrower, whether pursuant to this Agreement or otherwise, contains any untrue statement or omits to state a fact material to the truth and completeness of any statement made. 4.3 No event has occurred and no condition exists which, as of the date hereof, will result, either immediately or with a lapse of time or the giving of notice or both, in the occurrence or existence of any monetary default or event of non-monetary default under this Agreement or any of the Loan Documents, or if any such event has occurred or condition exists, Borrower has heretofore provided Lender written notice thereof. 4.4 There are no actions, suits or proceedings at law or in equity or by or before any governmental agency or authority now pending or, to Borrower’s knowledge, threatened against or affecting Borrower or the Collateral, and, to Borrower’s knowledge, there are no facts now in existence which, with the giving of notice or the lapse of time, or both, would form the basis for any such action, suit or proceeding. Borrower is not in default with respect to any order, writ, injunction, decree or demand of any court or any governmental agency or authority which would have a material adverse effect on Borrower’s ability to perform its obligations hereunder or under the Loan Documents. 4.5 Borrower claims no defense, counterclaim, offset, cause of action, cross-complaint, claim or demand of any kind or nature whatsoever and releases and waives all defenses, counterclaims, offsets, causes of action, cross-complaints, claims or demands of any kind or nature whatsoever which could be asserted against Lender, its officers, representatives, agents, attorneys, employees, subsidiaries, parents, affiliates or their successors or assigns. 4.6 Borrower is not in default under any contracts, agreements or commitments to which it is a signatory or by which it is bound. The Borrowerexecution and delivery of this Agreement, the consummation of the transactions contemplated hereby, and the compliance with the terms and conditions hereof or under the Loan Documents will not: (a) violate any now existing provision of law or any now existing applicable regulation, order, writ, injunction or decree of any court or governmental agency or authority having jurisdiction, or (b) conflict or be inconsistent with, or result in any breach of, any of the terms, covenants, conditions or provisions of, or constitute a default under, any mortgage, instrument, documents, commitment, agreement or contract of any kind to which Borrower is a signatory or by which Borrower may be bound. 4.7 The parties agree to be responsible for their own costs and expenses relating to this Modification, including, without limitation, attorney’s legal name is “Broadway Federal Bank, f.sfees.

BORROWER REPRESENTATIONS AND WARRANTIES. The In order to induce Lender to enter into this Agreement and to make the Loan to Borrower, Borrower represents and warrants warrants, as of the date hereof, and as of the date of execution of any Request For Advance hereunder, that: 4.1 (a) The Borrower on is duly organized or incorporated, validly existing and in good standing under the date hereof islaws of the State of its incorporation or organization and has the power and authority to own and operate its assets and to conduct its business as now or proposed to be carried on, and at is duly qualified, licensed and in good standing to do business in all times hereafter shall be, jurisdictions where its ownership of property or the sole legal, record and beneficial owner nature of the Collateral free and clear of all liens, claims, charges, restrictions, encumbrances, and rights of others (collectively, “Liens”), other than Liens in favor of the Lender and restrictions on transfer under applicable federal and state securities laws, the articles of incorporation of Lender and any agreements among stockholders relating to the Shares (collectively, “Permitted Liens”)its business requires such qualification or licensing. The Borrower shall maintain, preserve and defend the title to the Collateral and the lien Guarantor are each duly authorized to execute and deliver the Loan Documents executed by it, all necessary action to authorize the execution and delivery of the Lender thereon against the claim of any other person. The Borrower will not, without the prior written consent of the Lender sell, transfer, assign or otherwise dispose of, or grant any option or warrant with respect to, any of the Collateral. If any Collateral is sold, transferred, assigned or otherwise disposed of in violation of this Section 4, the security interest of the Lender shall continue in the Collateral notwithstanding such sale, transfer, assignment or other dispositionLoan Documents has been properly taken, and the Borrower is and will deliver any proceeds thereof to the Lender continue to be held as Collateral hereunder. 4.2 This Pledge duly authorized to borrow under this Agreement creates a valid and perfected first priority security interest in the Collateral, securing the full payment and performance of to perform all of the Secured Obligationsother terms and provisions of the Loan Documents. 4.3 The execution(b) There are no actions, delivery and performance of this Pledge Agreement (including without limitation suits, proceedings or governmental investigations pending or, to the pledge knowledge of the Collateral Borrower, threatened against the Borrower, which could result in a material adverse change in its business, assets, operations, condition (financial or otherwise) or results of operations and foreclosure there is no basis known to the Borrower for any action, suit, proceeding or investigation which could result in such a material adverse change. (c) There does not exist any Event of Default under this Agreement or any default or violation by the Lender on Borrower of or under any of the Collateralterms, conditions or obligations of: (a) do not and will not conflict withits articles or certificate of incorporation, constitute regulations or bylaws if the Borrower is a default undercorporation or its other organizational documents as applicable; (b) any indenture, mortgage, deed of trust, franchise, permit, material contract, material agreement, or result in the creation of a Lien on any Collateral under, any agreement, instrument, judgment, order, writ or decree other instrument to which the Borrower it is a party or by which the Borrower or the Collateral it is bound. 4.4 No authorization; or (c) any law, approval ordinance, regulation, ruling, order, injunction, decree, condition or other action by, and no notice requirement applicable to or filing withimposed upon it by any law, the action of any court or any governmental authority or regulatory body is required for agency; and the execution, delivery and performance consummation of this Pledge Agreement (including without limitation and the pledge transactions set forth herein will not result in any such default or violation or Event of the Collateral and foreclosure by the Lender on the Collateral), or for the exercise by the Lender of the voting and other rights provided for in this Pledge AgreementDefault. 4.5 All certificates representing or evidencing the Collateral in existence on the date hereof have been delivered to the Lender in suitable form for transfer by delivery or accompanied by duly executed instruments of transfer or assignment in blank and (assuming continuing possession by the Lender of all such Collaterald) the Lender has a perfected First Priority security interest therein. 4.6 The Lender has a perfected first priority security interest in all Collateral that consists of uncertificated securities pledged by Borrower hereunder. 4.7 On the date hereof all financing statements, agreements, instruments and other documents necessary to perfect the security interest granted by the Borrower to the Lender in respect of the Collateral have been delivered to the Lender in completed and, to the extent necessary or appropriate, duly executed form for filing in each governmental, municipal or other office required by law to perfect, continue and maintain a valid, enforceable, first priority security interest in the Collateral as provided herein. 4.8 This Agreement is effective to create in favor of the Lender, a legal, valid and enforceable security interest in the Collateral and the proceeds thereof. All filings and other actions necessary or appropriate to perfect the security interest in the Collateral granted by the Borrower hereunder have been duly made or taken and are in full force and effect; and such security interest is first priority. 4.9 The Borrower is a trust organized in accordance with Under the laws of the State state(s) in which the Collateral is to be located, the Collateral consists solely of California. personal property. (e) The financial statements of Borrower (copies of which have been furnished to Lender) have been prepared in accordance with generally accepted accounting principles consistently applied, and accurately and completely present Borrower’s legal name 's financial condition and the results of its operations as of the date of and for the period covered by such statements, and since the date of such statements there has been no material adverse change in such conditions or operations. (f) The address stated on page one of this Agreement is “Broadway Federal Bankthe principal office of Borrower and the place where all books and records concerning the Collateral are kept; the address set forth on the applicable Request For Advance is the location at which the applicable Collateral is kept; and Borrower does not conduct business under a trade, f.sassumed, or fictitious name.

BORROWER REPRESENTATIONS AND WARRANTIES. The Each Borrower hereby represents and warrants thatto Agent and the Lenders as follows as of the date hereof: 4.1 The Borrower on 3.1 This Agreement and the date hereof isLoan Documents have been duly executed by the Loan Parties and constitute the valid, legal and at all times hereafter shall be, the sole legal, record and beneficial owner binding obligations of the Collateral free and clear of all liensLoan Parties, claims, charges, restrictions, encumbrances, and rights of others (collectively, “Liens”), other than Liens enforceable in favor of the Lender and restrictions on transfer under applicable federal and state securities laws, the articles of incorporation of Lender and any agreements among stockholders relating to the Shares (collectively, “Permitted Liens”). The Borrower shall maintain, preserve and defend the title to the Collateral accordance with their respective terms and the lien of the Lender thereon against the claim of any other person. The Borrower will not, without the prior written consent of the Lender sell, transfer, assign or otherwise dispose of, or grant any option or warrant with respect to, any of the Collateral. If any Collateral execution hereof is sold, transferred, assigned or otherwise disposed of not in violation of this Section 4, the security interest any provision of the Lender shall continue in the Collateral notwithstanding such saleLoan Parties’ organizational documents or any amendments thereto. All consents, transfer, assignment or other dispositionapprovals, and the Borrower will deliver any proceeds thereof authorizations which pertain to the Lender to be held as Collateral hereunder. 4.2 This Pledge Agreement creates a valid Loan Parties and perfected first priority security interest in the Collateral, securing the full payment and performance of all of their constituent owners required in order to permit or authorize the Secured Obligations. 4.3 The execution, delivery Loan Parties to enter into and performance of this Pledge Agreement (including without limitation the pledge perform all obligations of the Collateral and foreclosure by the Lender on the Collateral) do not and will not conflict with, constitute a default under, Loan Parties under or result in the creation of a Lien on any Collateral under, any agreement, instrument, judgment, order, writ or decree with respect to which the Borrower is a party or by which the Borrower or the Collateral is bound. 4.4 No authorization, approval or other action by, and no notice to or filing with, any governmental authority or regulatory body is required for the execution, delivery and performance of this Pledge Agreement (including without limitation the pledge of the Collateral and foreclosure by the Lender on the Collateral), or for the exercise by the Lender of the voting and other rights provided for in this Pledge Agreement. 4.5 All certificates representing or evidencing the Collateral in existence on the date hereof have been delivered to the Lender in suitable form for transfer by delivery or accompanied by duly executed instruments of transfer or assignment in blank and (assuming continuing possession by the Lender of all such Collateral) the Lender has a perfected First Priority security interest therein. 4.6 The Lender has a perfected first priority security interest in all Collateral that consists of uncertificated securities pledged by Borrower hereunder. 4.7 On the date hereof all financing statements, agreements, instruments and other documents necessary to perfect the security interest granted by the Borrower to the Lender in respect of the Collateral have been delivered to the Lender in completed and, to the extent necessary or appropriate, duly executed form for filing in each governmental, municipal or other office required by law to perfect, continue and maintain a valid, enforceable, first priority security interest in the Collateral as provided herein. 4.8 This Agreement is effective to create in favor of the Lender, a legal, valid and enforceable security interest in the Collateral and the proceeds thereof. All filings and other actions necessary or appropriate to perfect the security interest in the Collateral granted by the Borrower hereunder have been duly made or taken obtained and are in full force and effect; and such security interest is first priority. 4.9 The Borrower is a trust organized 3.2 Borrowers have been duly formed and are in accordance with good standing pursuant to the laws of the State of CaliforniaDelaware and have fully complied with all requirements for their formation and existence since the date of their formation. 3.3 None of this Agreement, the Loan Documents or any other document, financial statement, income and operating statement, rent roll, credit information, certificate or statement furnished to Agent or any Lender by the Loan Parties, whether pursuant to this Agreement or otherwise, contains any materially untrue statement or omits to state a fact material to the truth and completeness of any statement made. 3.4 Borrowers and the other Loan Parties have entered into this Agreement freely and voluntarily, without coercion, duress, distress or undue influence by any Lender (in any capacity) or any of their respective directors, officers, participants, agents or employees. The Borrower’s Loan Parties have received legal name is “Broadway Federal Bankadvice from counsel of their choice in connection with the negotiation, f.sdrafting, meaning and legal significance of this Agreement and they are satisfied with their legal counsel and the advice received therefrom. 3.5 As of the date hereof, there are no Defaults or Events of Defaults (and no events which with the giving of notice or the lapse of time or both would constitute a Default or Event of Default) under the Loan Documents which have not been fully cured other than the Identified Events of Default (to the extent the same may exist, Borrowers’ not acknowledging or confirming the existence or occurrence thereof).

BORROWER REPRESENTATIONS AND WARRANTIES. The Borrower represents and warrants to the Lenders that: 4.1 The (a) Borrower on (i) is duly organized, validly existing and in good standing under the date hereof isLaws of the jurisdiction of its organization, (ii) is duly qualified and in good standing in each other jurisdiction in which the conduct of its business requires it to so qualify or be licensed and where, in each case, failure so to qualify and be in good standing could have a Material Adverse Effect, and at (iii) has all times hereafter shall requisite company power and authority to own or lease and operate its properties and to carry on its business as now conducted and as proposed to be conducted. (b) The execution, delivery and performance by Borrower of this Agreement and the other Facility Documents to which Borrower is a party (when delivered) and the consummation of the transactions contemplated under the Facility Documents are within its company powers, have been duly authorized by all necessary company action, and do not and will not (i) contravene Borrower’s Organization Documents, (ii) contravene any contractual restriction binding on it or require any consent under any agreement or instrument to which it is a party or by which any of its properties or assets is bound, (iii) result in or require the creation or imposition of any material Liens upon any property or assets of Borrower, or (iv) violate any Law (including, but not limited to, the Securities Act and the Exchange Act and the regulations thereunder) or writ, judgment, injunction, determination or award, except, with respect to clauses (ii) – (iv), such conflicts, contraventions, violations, and Liens that would not reasonably be expected to result in a Material Adverse Effect. (c) Except for any filings to perfect the Security Agent’s security interest in the Collateral and such consents that have been obtained, no order, consent, approval, license, authorization or validation of, or filing, recording or registration with, or exemption or waiver by, any Governmental Authority or any other third party, is required to authorize, or is required in connection with, (i) the execution, delivery and performance by Borrower of any Facility Document, (ii) the creation or perfection of the security interest in the Collateral granted to the Lenders hereunder or (iii) the legality, validity, binding effect or enforceability of any Facility Document by the Lenders. (d) Borrower is in compliance with the requirements of all Laws and all material orders, writs, injunctions and decrees applicable to it or to its properties, except in such instances in which (i) such requirement of Law or order, writ, injunction or decree is being contested in good faith by appropriate proceedings diligently conducted or (ii) the failure to comply therewith, either individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect. (e) This Agreement and the other Facility Documents that Borrower is party to are, and will be, the sole legal, record valid and beneficial owner binding obligations of Borrower enforceable against Borrower in accordance with their respective terms. The security interest in the Collateral granted herein is a valid and binding security interest in the Collateral subject to no other liens or security interests other than Liens set forth on Schedule 4.01(e) or are otherwise of an immaterial nature. (f) No Default or Event of Default has occurred and is continuing. (g) Borrower owns all of the Collateral free and clear of all liens, claims, charges, restrictions, encumbrances, and rights of others (collectively, “Liens”), other than Liens set forth on Schedule 4.01(e) or are otherwise of an immaterial nature. (h) Borrower has delivered to the Lenders an unaudited balance sheet, and the related unaudited statements of income or operations and cash flows for the period ended October 31, 2015. The Financial Statements fairly present in favor all material respects the financial condition and operating results of Borrower as of the Lender dates, and restrictions for the periods, indicated therein, subject to normal year-end audit adjustments. Except as set forth in the Financial Statements, Borrower has no material liabilities or obligations, contingent or otherwise, other than (i) liabilities incurred in the ordinary course of business subsequent to October 31, 2015; (ii) obligations under contracts and commitments incurred in the ordinary course of business; which, in all such cases, individually and in the aggregate would not reasonably be expected to have a Material Adverse Effect. (i) The capitalization of Borrower as of the date of this Agreement and the pro forma capitalization of the Borrower giving effect to the closing of the Qualified Offering (assuming the Borrower raises the minimum of $16,900,000 in the Qualified Offering) and the issuance of borrower’s securities in connection therewith are set forth on Schedule 4.01(i). (j) The Term Loans are duly authorized, and the Conversion Shares, when issued and paid for in accordance with the applicable Facility Documents upon closing of the Qualified Offering, will be duly authorized and validly issued, fully paid and nonassessable, free and clear of all Liens imposed by the Borrower other than restriction on transfer under arising pursuant to applicable federal and state securities laws. (k) Except as would not reasonably be expected to have a Material Adverse Effect, Borrower owns or licenses, believes it can license on commercially reasonable terms or otherwise has the right to use all licenses, permits, patents, patent applications, trademarks, trademark applications, service marks, tradenames, copyrights, copyright applications, authorizations and other intellectual property rights that are necessary for the operation of its business. Except with respect to intellectual property rights Borrower believes it can license on commercially reasonable terms or would not reasonably be expected to have a Material Adverse Effect, the articles use of incorporation of Lender and any agreements among stockholders relating the aforementioned intellectual property rights by Borrower does not, to the Shares (collectivelyBorrower’s knowledge, “Permitted Liens”)infringe upon or conflict in any material respect with any federally registered and issued intellectual property owned by any other Person. The Except as would not reasonably be expected to have a Material Adverse Effect, Borrower shall maintain, preserve and defend the title to the Collateral and the lien of the Lender thereon against the claim has not received any communications alleging that Borrower has violated any Intellectual Property of any other person. The Borrower will notPerson. (l) There is no action, without suit, inquiry, notice of violation, proceeding or investigation pending or, to the prior written consent knowledge of the Lender sellBorrower, transfer, assign threatened against or otherwise dispose ofaffecting Borrower, or grant any option of its properties before or warrant with respect toby any court, arbitrator, governmental or administrative agency or regulatory authority (federal, state, county, local or foreign) which (i) adversely affects or challenges the legality, validity or enforceability of any of the Collateral. If any Collateral is soldFacility Documents or the Securities or (ii) could, transferredif there were an unfavorable decision, assigned have or otherwise disposed of reasonably be expected to result in violation of this Section 4a Material Adverse Effect. (m) Except as set forth on Schedule 4.01(m), the security interest none of the Lender shall continue in the Collateral notwithstanding such sale, transfer, assignment officers or other disposition, and directors of the Borrower will deliver any proceeds thereof and, to the Lender to be held as Collateral hereunder. 4.2 This Pledge Agreement creates a valid and perfected first priority security interest in the Collateral, securing the full payment and performance of all knowledge of the Secured Obligations. 4.3 The executionBorrower, delivery and performance of this Pledge Agreement (including without limitation the pledge none of the Collateral and foreclosure by the Lender on the Collateral) do not and will not conflict with, constitute a default under, or result in the creation employees of a Lien on any Collateral under, any agreement, instrument, judgment, order, writ or decree to which the Borrower is presently a party or by which to any transaction with the Borrower (other than for services as employees, officers and directors), including any contract, agreement or other arrangement providing for the Collateral furnishing of services to or by, providing for rental of real or personal property to or from, providing for the borrowing of money from or lending of money to or otherwise requiring payments to or from any officer, director or such employee or, to the knowledge of Borrower, any entity in which any officer, director, or any such employee has a substantial interest or is boundan officer, director, trustee, stockholder, member or partner, in each case in excess of $120,000 other than for: (i) payment of salary or consulting fees for services rendered, (ii) reimbursement for expenses incurred on behalf of Borrower, and (iii) other employee benefits, including stock option agreements under any stock option plan of Borrower. 4.4 (n) Except as set forth on Schedule 4.01(n), no Person has any right to cause the Borrower to effect the registration under the Securities Act of any securities of the Borrower. (o) No authorization, approval or other action by, and no notice to or filing with, any governmental authority or regulatory body registration under the Securities Act is required for the execution, delivery offer and performance of this Pledge Agreement (including without limitation the pledge sale of the Collateral and foreclosure by the Lender on the Collateral), or for the exercise by the Lender of the voting and other rights provided for in this Pledge Agreement. 4.5 All certificates representing or evidencing the Collateral in existence on the date hereof have been delivered to the Lender in suitable form for transfer by delivery or accompanied by duly executed instruments of transfer or assignment in blank and (assuming continuing possession by the Lender of all such Collateral) the Lender has a perfected First Priority security interest therein. 4.6 The Lender has a perfected first priority security interest in all Collateral that consists of uncertificated securities pledged by Borrower hereunder. 4.7 On the date hereof all financing statements, agreements, instruments and other documents necessary to perfect the security interest granted Term Loans by the Borrower to the Lender in respect Lenders as contemplated hereby. (p) As of the Collateral date hereof, all Debt and Liens of the Borrower (other than Debt and Liens that would not, individually or in the aggregate, reasonably be expected to have been delivered a Material Adverse Effect or are otherwise of an immaterial nature) and the principal terms thereof are set forth on Schedule 4.01(p). Except as set forth on Schedule 4.01(p), as of the date of this Agreement and the Closing Date, no Debt or other equity of the Borrower is or will be senior to the Lender Term Loans in completed andright of payment, whether with respect to interest or upon liquidation or dissolution, or otherwise, other than indebtedness secured by purchase money security interests (which is senior only as to underlying assets covered thereby) and capital lease obligations (which is senior only as to the extent necessary property covered thereby). (q) The Borrower has no Subsidiaries and does not hold any “securities” as such term is defined in the UCC. (r) Except for matters that would not, individually or appropriatein the aggregate, duly executed form for filing have or reasonably be expected to result in each governmentala Material Adverse Effect, municipal Borrower (i) has made or other office filed all United States federal, state and local income and all foreign income and franchise tax returns, reports and declarations required by law any jurisdiction to perfectwhich it is subject, continue (ii) has paid all taxes and maintain a validother governmental assessments and charges that are material in amount, enforceableshown or determined to be due on such returns, first priority security interest reports and declarations and (iii) has set aside on its books provision reasonably adequate for the payment of all material taxes for periods subsequent to the periods to which such returns, reports or declarations apply. There are no unpaid taxes in any material amount claimed to be due by the Collateral as provided hereintaxing authority of any jurisdiction, and the officers of Borrower and Borrower knows of no basis for any such claim. 4.8 This Agreement is effective to create in favor of (s) The foregoing representations and warranties shall survive the Lender, a legal, valid and enforceable security interest in the Collateral and the proceeds thereof. All filings and other actions necessary or appropriate to perfect the security interest in the Collateral granted by the Borrower hereunder have been duly made or taken and are in full force and effect; and such security interest is first priorityClosing. 4.9 The Borrower is a trust organized in accordance with the laws of the State of California. The Borrower’s legal name is “Broadway Federal Bank, f.s.

BORROWER REPRESENTATIONS AND WARRANTIES. The Borrower represents and warrants that: 4.1 The Borrower to each Lender and Security Agent that on the date hereof isand on each Borrowing Date: *** Represents material which has been redacted and filed separately with the Commission pursuant to a request for confidential treatment pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. Page 3 of 9 pages containing information redacted pursuant to a request for confidential treatment. (i) Borrower is a corporation validly existing and in good standing under the Laws of Delaware, and at all times hereafter shall behas the corporate power and authority to conduct the business in which it is currently engaged and to own or hold under lease its properties and to enter into and perform its obligations under each of the Operative Agreements to which Borrower is or will be a party. Borrower is duly qualified to do business as a foreign corporation in good standing in each jurisdiction in which the nature and extent of the business conducted by it, or the ownership of its properties, requires such qualification, except where the failure to be so qualified does not constitute or would not give rise to a Materially Adverse Change to Borrower. (ii) The execution and delivery by Borrower of, and performance by Borrower of its obligations under, the sole legalOperative Agreements to which Borrower is or will be a party have been, record duly authorized by all necessary corporate action on the part of Borrower. (iii) Borrower’s execution and beneficial owner of the Collateral free and clear of all liens, claims, charges, restrictions, encumbrances, and rights of others (collectively, “Liens”), other than Liens in favor of the Lender and restrictions on transfer under applicable federal and state securities laws, the articles of incorporation of Lender and any agreements among stockholders relating to the Shares (collectively, “Permitted Liens”). The Borrower shall maintain, preserve and defend the title to the Collateral and the lien of the Lender thereon against the claim of any other person. The Borrower will not, without the prior written consent of the Lender sell, transfer, assign or otherwise dispose delivery of, or grant any option or warrant with respect to, any of the Collateral. If any Collateral is sold, transferred, assigned or otherwise disposed of in violation of this Section 4, the security interest of the Lender shall continue in the Collateral notwithstanding such sale, transfer, assignment or other disposition, and the Borrower will deliver any proceeds thereof to the Lender to be held as Collateral hereunder. 4.2 This Pledge Agreement creates a valid and perfected first priority security interest in the Collateral, securing the full payment and performance of all its obligations under, the Operative Agreements to which Borrower is or will be a party do not, (1) violate any provision of the Secured Obligations. 4.3 The executionBorrower’s certificate of incorporation or by-laws, delivery and performance of this Pledge Agreement (including without limitation the pledge of the Collateral and foreclosure by the Lender 2) violate any Law applicable to or binding on the CollateralBorrower, or (3) do not and will not conflict with, violate or constitute a any default under, or result in the creation of a any Lien on any Collateral (other than as permitted under the Security Agreement) under, any agreementlease, instrument, judgment, order, writ loan or decree other material agreement to which the Borrower is or will be a party or by which the Borrower or the Collateral any of its properties is bound. 4.4 No authorization(iv) Borrower’s execution and delivery of, approval or other action by, and no notice to or filing with, any governmental authority or regulatory body is required for the execution, delivery and performance of this Pledge Agreement its obligations under, the Operative Agreements to which Borrower is or will be a party do not require the consent or approval of, the giving of notice to, the registration with, the recording or filing of any documents with, or the taking of any other action in respect of (1) any trustee or other holder of any debt of Borrower, or (2) any Governmental Entity, other than (x) the Financing Statements, and (y) filings, recordings, notices, or other ministerial actions pursuant to any routine recording, contractual, or regulatory requirements. (v) Each of the Operative Agreements to which Borrower is or will be a party have been, duly authorized, executed, and delivered by Borrower and the Operative Agreements to which Borrower is or will be a party constitute legal, valid, and binding obligations of Borrower enforceable against Borrower in accordance with their terms, except as such enforceability may be limited by bankruptcy, insolvency, and other similar Laws affecting the rights of creditors generally or by general principles of equity. (vi) Except as set forth in Holdings’ most recent annual report on Form 10-K, quarterly report on Form 10-Q or current report on Form 8-K filed by with the SEC on or prior to September 30, 2005, no action, claim or proceeding is now pending or, to Borrower’s Actual Knowledge, threatened, against Borrower before any Governmental Entity, that is reasonably likely to be determined adversely to Borrower and if determined adversely to Borrower would result in a Material Adverse Change. (vii) Holdings’ audited consolidated balance sheet for its most-recent fiscal year ended December 31, 2004, included in Holdings’ most-recent annual report on Form 10-K filed by Holdings with the SEC, and the related consolidated statements of operations and cash flows for the period then ended, have been prepared in accordance with GAAP and fairly present in all material respects in accordance with GAAP the financial condition of Holdings and its consolidated subsidiaries as of such date and the results of its operations and cash flows for such period, and since the date of such balance sheet, there has been no Material Adverse Change in such financial condition or operations, except for matters disclosed in (1) the financial statements referred to above, or (2) any subsequent report filed with the SEC before September 30, 2005. (viii) On the Borrowing Date, except for the filing of the Financing Statements, no further action, including filing or recording any document (including without limitation the pledge of the Collateral any financing statement under UCC Article 9) is necessary in order to establish and foreclosure by the Lender perfect Security Agent’s Lien on the Collateral), or for as against Borrower and any other Person, in any applicable jurisdictions in the exercise by the Lender United States. (ix) Each of the voting and other rights provided for in this Pledge Agreement. 4.5 All certificates representing or evidencing the Collateral in existence on the date hereof have been delivered to the Lender in suitable form for transfer by delivery or accompanied by duly executed instruments of transfer or assignment in blank and (assuming continuing possession by the Lender of all such Collateral) the Lender has a perfected First Priority security interest therein. 4.6 The Lender has a perfected first priority security interest in all Collateral that consists of uncertificated securities pledged by Borrower hereunder. 4.7 On the date hereof all financing statements, agreements, instruments and other documents necessary to perfect the security interest granted by the Borrower to the Lender in respect of the Collateral have been delivered to the Lender in completed and, to the extent necessary or appropriate, duly executed form for filing in each governmental, municipal or other office required by law to perfect, continue and maintain a valid, enforceable, first priority security interest in the Collateral as provided herein. 4.8 This Purchase Agreement is effective to create in favor of the Lender, a legal, valid and enforceable security interest in the Collateral and the proceeds thereof. All filings and other actions necessary or appropriate to perfect the security interest in the Collateral granted by the Borrower hereunder have been duly made or taken and GTA are in full force and effect; effect and such security interest neither Borrower nor, to the Actual Knowledge of Borrower, either of the Airframe Manufacturer or the Engine Manufacturer is first priorityin default of its obligations thereunder. 4.9 The (x) Neither Borrower nor any Person authorized to act on its behalf has directly or indirectly offered any beneficial interest or Security relating to the ownership of any interest in the Collateral, or any of the Loan Certificates or any other interest in or security under the Security Agreement or any other interest in or security under such Collateral, for sale to, or solicited any offer to acquire any such interest or security from, or has sold any such interest or security to, any Person in violation of the Securities Act. (xi) Borrower holds all licenses, permits and franchises from the appropriate Government Entities necessary to authorize Borrower to engage in air transportation and to carry on scheduled commercial passenger service as currently conducted, except where the failure to hold any such license, permit, or franchise would not give rise to a Materially Adverse Change to Borrower. (xii) Borrower is not an “investment company” or a trust organized company controlled by an “investment company” within the meaning of the Investment Company Act of 1940. (xiii) No Person acting on behalf of Borrower is or will be entitled to any broker’s fee, commission, or finder’s fee in accordance connection with the laws transactions contemplated by this Agreement, other than Borrower’s Advisor. (xiv) Borrower will not directly or indirectly use any of the State proceeds from the issuance of California. the Loan Certificates so as to result in a violation of Regulation T, U or X of the Board of Governors of the Federal Reserve System. (xv) None of the Reserved Provisions adversely affect in any material respect the rights assigned to Security Agent pursuant to the Security Agreement. (xvi) The Borrower’s legal name purchase price allowance granted by Engine Manufacturer to Borrower pursuant to the GTA is “Broadway Federal Bank, f.snot assignable by Borrower to any third party and does not appear in any purchase price invoice prepared by Airframe Manufacturer for Boeing model 737 aircraft purchased by Borrower pursuant to the Purchase Agreement.