Common use of Inducing Representations of Pledgor Clause in Contracts

Inducing Representations of Pledgor. Pledgor represents and warrants to Lender that: (a) The Pledged Shares are validly issued, fully paid for and non-assessable. (b) The Pledged Shares represent all of the issued and outstanding capital stock of UDRC and UDRC II. (c) Pledgor is the sole legal and beneficial owner of, and has good and marketable title to, the Pledged Shares, free and clear of all pledges, liens, security interests and other encumbrances except the security interest created by this Pledge Agreement, and Pledgor has the unqualified right and authority to execute and perform this Pledge Agreement. (d) No options, warrants or other agreements with respect to the Collateral are outstanding. (e) Any consent, approval or authorization of or designation or filing with any authority on the part of Pledgor which is required in connection with the pledge and security interest granted under this Pledge Agreement has been obtained or effected. (f) Neither the execution and delivery of this Pledge Agreement by Pledgor, the consummation of the transaction contemplated hereby nor the satisfaction of the terms and conditions of this Pledge Agreement: (i) conflicts with or results in any breach or violation of any provision of the articles of incorporation or bylaws of Pledgor or any law, rule, regulation, order, writ, judgment, injunction, decree, determination or award currently in effect having applicability to Pledgor or any of its properties, including regulations issued by an administrative agency or other governmental authority having supervisory powers over Pledgor; (ii) conflicts with, constitutes a default (or an event which with the giving of notice or the passage of time, or both, would constitute a default) by Pledgor under, or a breach of or contravenes any provision of, any agreement to which Pledgor or any of its subsidiaries is a party or by which it or any of their properties is or may be bound or affected, including without limitation any loan agreement, mortgage, indenture or other agreement or instrument; or (iii) results in or requires the creation of any lien upon or in respect of any of Pledgor's assets except the lien created by this Pledge Agreement. (g) With respect to all Pledged Shares heretofore delivered to and currently held by Lender, and upon delivery to Lender of any Pledged Shares hereafter issued to, acquired or received by Pledgor, Lender will have a valid, perfected security interest in and to the Collateral, enforceable as such against all other creditors of Pledgor and against all persons purporting to purchase any of the Collateral from Pledgor. (h) The board of directors of UDRC and UDRC II have duly adopted the resolutions identified on Exhibits A-1 and A-2, respectively, attached hereto (the "Standing Dividend Resolutions"), and such resolutions remains in full force and effect and have not been rescinded, amended, altered, revoked or modified in any respect. Pursuant to the Standing Dividend Resolutions, Pledgor has delivered the UDRC Dividend Direction Letter and the UDRC II Dividend Direction Letter to the Trustee.

Inducing Representations of Pledgor. Pledgor represents and warrants to Lender that: (a) The Pledged Shares are validly issued, fully paid for and non-assessable. (b) The Pledged Shares represent all of the issued and outstanding capital stock of UDRC and UDRC II. (c) Pledgor is the sole legal and beneficial owner of, and has good and marketable title to, the Pledged SharesCollateral, free and clear of all pledges, liens, security interests and other encumbrances except other than the security interest created by this Pledge Agreement, and Pledgor has the unqualified right and authority to execute this Agreement and perform this Pledge Agreement.to pledge the Collateral to Lender, as provided for herein; (db) No There are no outstanding options, warrants or other agreements with respect to the Collateral are outstanding.Collateral; (ec) The Pledged Securities have been validly issued and are fully paid and non-assessable; the holder thereof is not and will not be subject to any personal liability as such holder; and are not subject to any charter, bylaw, statutory, contractual or other restriction governing their issuance, pledge, transfer, ownership or control except that sale or transfer may be limited in the absence of an effective registration statement (i) under the Securities Act of 1933, as amended (the "Act"), (ii) under applicable state securities laws, and (iii) under applicable non-U.S. laws (provided however that if any such registration statement is unnecessary, Pledgor shall provide Lender an opinion of counsel satisfactory to Lender that the sale or transfer is exempt from registration under said Act and laws); (d) Any consent, approval or authorization of or designation or filing with any authority on the part of Pledgor which is required in connection with the pledge and security interest granted under this Pledge Agreement has been obtained or effected.effected and is in full force and effect; (fe) Neither the The execution and delivery of this Pledge Agreement by Pledgor, and the consummation performance by Pledgor of the transaction contemplated hereby nor the satisfaction of the terms and conditions of this Pledge Agreement: (i) conflicts with or results its obligations hereunder, will not result in any breach or a violation of any provision of the articles of incorporation or bylaws of Pledgor or any lawmortgage, ruleindenture, regulationcontract, instrument, judgment, decree, order, writstatute, judgment, injunction, decree, determination rule or award currently in effect having applicability to Pledgor or any of its properties, including regulations issued by an administrative agency or other governmental authority having supervisory powers over Pledgor; (ii) conflicts with, constitutes a default (or an event which with the giving of notice or the passage of time, or both, would constitute a default) by Pledgor under, or a breach of or contravenes any provision of, any agreement regulation to which Pledgor or any of its subsidiaries is a party or by which it or any of their properties is or may be bound or affected, including without limitation any loan agreement, mortgage, indenture or other agreement or instrumentsubject; orand (iiif) results The net worth of the issuer of the Pledged Securities on the date hereof is at least equal to the net worth of such issuer as reflected in or requires the creation December 31, 2000 balance sheet of any lien upon or the issuer delivered to the Lender in respect connection with the extension of any the loan evidenced by the Note, a true and correct copy of which has been delivered to Lender by Pledgor's assets except the lien created by this Pledge Agreement. (g) With The Pledgor has delivered to the Lender an opinion of counsel reasonably satisfactory to Lender to the effect that the Note, the Proxy, this Agreement and the Accommodation Pledge Agreements (collectively, the "Loan Documents") are valid and binding obligations of the parties thereto (other than the Lender, as to which such counsel need express no opinion) and are enforceable in accordance with their respective terms, except that no opinion need be given with respect to all Pledged Shares heretofore delivered to perfection, priority and currently held by Lender, and upon delivery to Lender enforceability of any Pledged Shares hereafter issued to, acquired or received by Pledgor, Lender will have a valid, perfected security interest in and to the Collateral, enforceable as such against all other creditors of Pledgor and against all persons purporting to purchase any of the Collateral from Pledgorremedies. (h) The board of directors of UDRC and UDRC II have duly adopted the resolutions identified on Exhibits A-1 and A-2, respectively, attached hereto (the "Standing Dividend Resolutions"), and such resolutions remains in full force and effect and have not been rescinded, amended, altered, revoked or modified in any respect. Pursuant to the Standing Dividend Resolutions, Pledgor has delivered true, correct and complete copies of the UDRC Dividend Direction Letter Certificate of Incorporation, By-laws and the UDRC II Dividend Direction Letter any other organizational documents of Starfire Holding Corporation. There are no shareholder agreements, voting trusts or other agreements or arrangements relating to the Trusteevoting of equity securities of Starfire Holding Corporation. (i) Pledgor has delivered to Lender and has filed with the Secretary of State of the State of New York a UCC-1 financing statement relating to the pledge of Collateral hereunder.

Inducing Representations of Pledgor. (a) Pledgor represents and warrants to Lender Financial Security that: (ai) The Pledged Shares are validly issued, fully paid for and non-assessablenonassessable. (bii) The Pledged Shares represent all of the issued and outstanding capital stock of UDRC and UDRC IIthe Pledged Entity. (ciii) The Pledgor is the sole legal and beneficial owner of, and has good and marketable title to, of the Pledged Shares, free and clear of all pledges, liens, security interests and Liens (other encumbrances except than the security interest Lien created by this Pledge Agreement, ) and the Pledgor has the unqualified power, right and authority to execute and perform this Pledge Agreement. (div) No options, warrants or other agreements with respect to the Collateral are outstanding. (ev) Any consent, approval or authorization of of, or designation or filing with with, any authority on the part of the Pledgor which is required in connection with the pledge and security interest granted under this Pledge Agreement has been obtained or effected. (fvi) Neither the execution and delivery of this Pledge Agreement by the Pledgor, the consummation of the transaction contemplated hereby nor the satisfaction of the terms teemx and conditions of this Pledge Agreement: (iA) conflicts with or results in any breach or violation of any provision of the articles of incorporation or bylaws of the Pledgor or any law, rule, regulation, order, writ, judgment, injunction, decree, determination or award currently in effect having applicability to the Pledgor or any of its properties, including regulations issued by an administrative agency or other governmental authority having supervisory powers over the Pledgor; (iiB) conflicts or will conflict with, constitutes or will constitute a default (or an event which with the giving of notice or the passage of time, or both, would constitute a default) by the Pledgor under, or a breach of of, or contravenes or will contravene any provision ofof its organizational documents, any agreement to which Pledgor either Loan Agreement, or any of its subsidiaries is a party Mortgage Note (collectively, the "Borrower Documents") or by which it or any of their properties is or may be bound or affected, including without limitation any loan agreement, mortgage, indenture or other agreement or instrumentinstrument to which the Pledgor is a party or by which it or any of its properties is or may be bound or affected; or (iiiC) results in or requires the creation of any lien Lien upon or in respect of any of the Pledgor's assets except (other than the lien Lien created by this Pledge Agreement). (gvii) With respect to all Upon the Pledgor's delivery of the Pledged Shares heretofore delivered to and currently held by Lenderthe Collateral Agent, and upon delivery to Lender the Collateral Agent, on behalf of any Pledged Shares hereafter issued toFinancial Security, acquired or received by Pledgor, Lender will have a valid, perfected security interest in and to first priority Lien on the Collateral, enforceable as such against all other creditors of the Pledgor and against all persons Persons purporting to purchase any of the Collateral from the Pledgor. (hb) Any damages payable due to a breach of this Section 6 are limited to amounts payable (i) pursuant to a drawing under Irrevocable Letter of Credit No. P-360919 issued by The board of directors of UDRC Chase Manhattan Bank and UDRC II have duly adopted dated April 1, 1998 and (ii) from the resolutions identified on Exhibits A-1 and A-2Collateral, respectively, attached hereto (the "Standing Dividend Resolutions"), and such resolutions remains in full force and effect and have not been rescinded, amended, altered, revoked or modified in including pursuant to any respect. Pursuant action taken with respect to the Standing Dividend Resolutions, Pledgor has delivered the UDRC Dividend Direction Letter and the UDRC II Dividend Direction Letter Collateral pursuant to the TrusteeSection 10 hereof.

Inducing Representations of Pledgor. Pledgor represents and warrants to the Collateral Agent and each Lender that: (a) The Pledged Shares are validly issued, fully paid for and non-assessable. (b) The Pledged Shares of UDRC and UDRC II represent all of the issued and outstanding capital stock of UDRC and UDRC II, respectively. (c) Pledgor is the sole legal and beneficial owner of, and has good and marketable title to, the Pledged Shares, free and clear of all pledges, liens, security interests and other encumbrances except the security interest created by this Pledge Agreement, and Pledgor has the unqualified right and authority to execute and perform this Pledge Agreement. (d) No options, warrants or other agreements with respect to the Collateral are outstanding. (e) Any consent, approval or authorization of or designation or filing with any authority on the part of Pledgor which is required in connection with the pledge and security interest granted under this Pledge Agreement has been obtained or effected. (f) Neither the execution and delivery of this Pledge Agreement by Pledgor, the consummation of the transaction contemplated hereby nor the satisfaction of the terms and conditions of this Pledge Agreement: (i) conflicts with or results in any breach or violation of any provision of the articles of incorporation or bylaws of Pledgor or any law, rule, regulation, order, writ, judgment, injunction, decree, determination or award currently in effect having applicability to Pledgor or any of its properties, including regulations issued by an administrative agency or other governmental authority having supervisory powers over Pledgor; (ii) conflicts with, constitutes a default (or an event which with the giving of notice or the passage of time, or both, would constitute a default) by Pledgor under, or a breach of or contravenes any provision of, any agreement to which Pledgor or any of its subsidiaries is a party or by which it or any of their properties is or may be bound or affected, including without limitation any loan agreement, mortgage, indenture or other agreement or instrument; or (iii) results in or requires the creation of any lien upon or in respect of any of Pledgor's assets except the lien created by this Pledge Agreement. (g) With respect to all Pledged Shares heretofore delivered to and currently held by Lender, and upon delivery to Lender the Collateral Agent of any Pledged Shares hereafter issued to, acquired or received by Pledgor, Lender the Collateral Agent has (and, with respect to Pledged Shares hereafter delivered, will have have) a valid, perfected first priority security interest in and to the Collateral, enforceable as such against all other creditors of Pledgor and against all persons purporting to purchase any of the Collateral from Pledgor. (h) The board of directors of UDRC and UDRC II have duly adopted the resolutions identified on Exhibits A-1 and A-2, respectively, attached hereto (the "Standing Dividend Resolutions"), and such resolutions remains remain in full force and effect and have not been rescinded, amended, altered, revoked or modified in any respect. Pursuant to the Standing Dividend Resolutions, Pledgor has delivered the UDRC Dividend Direction Letter and the UDRC II Dividend Direction Letter to the Trustee.

Inducing Representations of Pledgor. (a) Pledgor represents and warrants to Lender Financial Security that: (ai) The Pledged Shares are validly issued, fully paid for and non-assessablenonassessable. (bii) The Pledged Shares represent all of the issued and outstanding capital stock of UDRC and UDRC IIthe Pledged Entity. (ciii) The Pledgor is the sole legal and beneficial owner of, and has good and marketable title to, of the Pledged Shares, free and clear of all pledges, liens, security interests and Liens (other encumbrances except than the security interest Lien created by this Pledge Agreement, ) and the Pledgor has the unqualified power, right and authority to execute and perform this Pledge Agreement. (div) No options, warrants or other agreements with respect to the Collateral are outstanding. (ev) Any consent, approval or authorization of of, or designation or filing with with, any authority on the part of the Pledgor which is required in connection with the pledge and security interest granted under this Pledge Agreement has been obtained or effected. (fvi) Neither the execution and delivery of this Pledge Agreement by the Pledgor, the consummation of the transaction contemplated hereby nor the satisfaction of the terms and conditions of this Pledge Agreement: (iA) conflicts with or results in any breach or violation of any provision of the articles of incorporation or bylaws of the Pledgor or any law, rule, regulation, order, writ, judgment, injunction, decree, determination or award currently in effect having applicability to the Pledgor or any of its properties, including regulations issued by an administrative agency or other governmental authority having supervisory powers over the Pledgor; (iiB) conflicts or will conflict with, constitutes or will constitute a default (or an event which with the giving of notice or the passage of time, or both, would constitute a default) by the Pledgor under, or a breach of of, or contravenes or will contravene any provision ofof its organizational documents, any agreement to which Pledgor either Loan Agreement, or any of its subsidiaries is a party Mortgage Note (collectively, the "Borrower Documents") or by which it or any of their properties is or may be bound or affected, including without limitation any loan agreement, mortgage, indenture or other agreement or instrumentinstrument to which the Pledgor is a party or by which it or any of its properties is or may be bound or affected; or (iiiC) results in or requires the creation of any lien Lien upon or in respect of any of the Pledgor's assets except (other than the lien Lien created by this Pledge Agreement). (gvii) With respect to all Upon the Pledgor's delivery of the Pledged Shares heretofore delivered to and currently held by Lenderthe Collateral Agent, and upon delivery to Lender the Collateral Agent, on behalf of any Pledged Shares hereafter issued toFinancial Security, acquired or received by Pledgor, Lender will have a valid, perfected security interest in and to first priority Lien on the Collateral, enforceable as such against all other creditors of the Pledgor and against all persons Persons purporting to purchase any of the Collateral from the Pledgor. (hb) Any damages payable due to a breach of this Section 5 are limited to amounts payable (i) pursuant to a drawing under Irrevocable Letter of Credit No. P-360919 issued by The board of directors of UDRC Chase Manhattan Bank and UDRC II have duly adopted dated April 1, 1998 and (ii) from the resolutions identified on Exhibits A-1 and A-2Collateral, respectively, attached hereto (the "Standing Dividend Resolutions"), and such resolutions remains in full force and effect and have not been rescinded, amended, altered, revoked or modified in including pursuant to any respect. Pursuant action taken with respect to the Standing Dividend Resolutions, Pledgor has delivered the UDRC Dividend Direction Letter and the UDRC II Dividend Direction Letter Collateral pursuant to the TrusteeSection 10 hereof.

Inducing Representations of Pledgor. Pledgor represents and warrants to the Collateral Agent and each Lender that: (a) The Pledged Shares are validly issued, fully paid for and non-assessable. (b) The Pledged Shares of UDRC II and UDRC III represent all of the issued and outstanding capital stock of UDRC II and UDRC IIIII, respectively. (c) Pledgor is the sole legal and beneficial owner of, and has good and marketable title to, the Pledged Shares, free and clear of all pledges, liens, security interests and other encumbrances except the security interest created by this Pledge Agreement, and Pledgor has the unqualified right and authority to execute and perform this Pledge Agreement. (d) No options, warrants or other agreements with respect to the Collateral are outstanding. (e) Any consent, approval or authorization of or designation or filing with any authority on the part of Pledgor which is required in connection with the pledge and security interest granted under this Pledge Agreement has been obtained or effected. (f) Neither the execution and delivery of this Pledge Agreement by Pledgor, the consummation of the transaction contemplated hereby nor the satisfaction of the terms and conditions of this Pledge Agreement: (i) conflicts with or results in any breach or violation of any provision of the articles of incorporation or bylaws of Pledgor or any law, rule, regulation, order, writ, judgment, injunction, decree, determination or award currently in effect having applicability to Pledgor or any of its properties, including regulations issued by an administrative agency or other governmental authority having supervisory powers over Pledgor; (ii) conflicts with, constitutes a default (or an event which with the giving of notice or the passage of time, or both, would constitute a default) by Pledgor under, or a breach of or contravenes any provision of, any agreement to which Pledgor or any of its subsidiaries is a party or by which it or any of their properties is or may be bound or affected, including without limitation any loan agreement, mortgage, indenture or other agreement or instrument; or (iii) results in or requires the creation of any lien upon or in respect of any of Pledgor's assets except the lien created by this Pledge Agreement. (g) With respect to all Pledged Shares heretofore delivered to and currently held by Lender, and upon delivery to Lender the Collateral Agent of any Pledged Shares hereafter issued to, acquired or received by Pledgor, Lender the Collateral Agent has (and, with respect to Pledged Shares hereafter delivered, will have have) a valid, perfected first priority security interest in and to the Collateral, enforceable as such against all other creditors of Pledgor and against all persons purporting to purchase any of the Collateral from Pledgor. (h) The board of directors of UDRC II and UDRC II III have duly adopted the resolutions identified on Exhibits A-1 and A-2, respectively, attached hereto (the "Standing Dividend Resolutions"), and such resolutions remains remain in full force and effect and have not been rescinded, amended, altered, revoked or modified in any respect. Pursuant to the Standing Dividend Resolutions, Pledgor has delivered the UDRC II Dividend Direction Letter and the UDRC II III Dividend Direction Letter to the Trustee. (i) The chief place of business and chief executive office of Pledgor and the office where Pledgor keeps its records concerning the Collateral are located at the address specified below for Pledgor.

Inducing Representations of Pledgor. Pledgor represents and warrants to the Lender that: (a) The Pledged Shares are validly issued, fully paid for and non-assessable. (b) The Pledged Shares of UDRC II and UDRC III represent all of the issued and outstanding capital stock of UDRC II and UDRC IIIII, respectively. (c) Except for the interests of the Senior Lenders under the Senior Secured Loan Agreement and the liens created by the Senior Pledge Agreement, Pledgor is the sole legal and beneficial owner of, and has good and marketable title to, the Pledged Shares, free and clear of all pledges, liens, security interests and other encumbrances except the security interest created by this Pledge Agreement, and Pledgor has the unqualified right and authority to execute and perform this Pledge Agreement. (d) No options, warrants or other agreements with respect to the Collateral are outstanding. (e) Any consent, approval or authorization of or designation or filing with any authority on the part of Pledgor which is required in connection with the pledge and security interest granted under this Pledge Agreement has been obtained or effected. (f) Neither the execution and delivery of this Pledge Agreement by Pledgor, the consummation of the transaction contemplated hereby nor the satisfaction of the terms and conditions of this Pledge Agreement: (i) conflicts with or results in any breach or violation of any provision of the articles of incorporation or bylaws of Pledgor or any law, rule, regulation, order, writ, judgment, injunction, decree, determination or award currently in effect having applicability to Pledgor or any of its properties, including regulations issued by an administrative agency or other governmental authority having supervisory powers over Pledgor; (ii) conflicts with, constitutes a default (or an event which with the giving of notice or the passage of time, or both, would constitute a default) by Pledgor under, or a breach of or contravenes any provision of, any agreement to which Pledgor or any of its subsidiaries is a party or by which it or any of their properties is or may be bound or affected, including without limitation any loan agreement, mortgage, indenture or other agreement or instrument; or (iii) results in or requires the creation of any lien upon or in respect of any of Pledgor's assets except the lien created by this Pledge Agreement. (g) With respect to all Pledged Shares heretofore delivered to and currently held by LenderShares, and upon delivery to Lender issuance of any additional Pledged Shares hereafter issued to, acquired or received by Pledgor, the Lender has (and, with respect to Pledged Shares hereafter issued, will have have) a valid, perfected second priority security interest (subordinate only to the Senior Lenders) in and to the Collateral, enforceable as such against all other creditors of Pledgor and against all persons purporting to purchase any of the Collateral from Pledgor. (h) The board of directors of UDRC II and UDRC II III have duly adopted the resolutions identified on Exhibits A-1 and A-2, respectively, attached hereto (the "Standing Dividend Resolutions"), and such resolutions remains remain in full force and effect and have not been rescinded, amended, altered, revoked or modified in any respect. Pursuant Subject to the Standing Dividend Resolutionsrights of the Senior Lenders and so long as there is no Event of Default existing under the Loan Agreement, Pledgor has delivered all distributions made in respect of the UDRC Dividend Direction Letter and Pledged Shares shall be paid to Pledgor. If an Event of Default under the UDRC II Dividend Direction Letter Loan Agreement is in existence, subject to the Trusteerights of the Senior Lenders, all such distributions shall be paid to Lender.

Inducing Representations of Pledgor. Pledgor represents and warrants to Lender that: (a) The Pledged Shares are validly issued, fully paid for and non-assessable. Borrower is the sole beneficial owner (bdirectly or indirectly) The Pledged Shares represent of all of the issued and outstanding shares of capital stock or other equity interests of UDRC each Pledgor; (b) Neither the making of the loan pursuant to the Note, nor the use of the proceeds thereof, will violate or be inconsistent with the provisions of Regulation T, U or X of the Board of Governors of the Federal Reserve System and UDRC II.no part of such loan (or the proceeds thereof) will be used to purchase or carry any margin stock or to extend credit for the purpose of purchasing or carrying any margin stock; (c) The Market Value of the Pledged Securities, determined in accordance with Section 2(b) as of the close of trading on December 26, 2001, is not less than $250 million; (d) Each Pledgor has delivered to Lender and has filed with the Secretary of State of the state of its incorporation a UCC-1 financing statement relating to the pledge of Collateral hereunder; (e) Pledgor is the sole legal and beneficial owner of, and has good and marketable title to, the Pledged SharesCollateral pledged by such Pledgor, free and clear of all pledges, liens, security interests and other encumbrances except other than the security interest created by this Pledge Agreement, and each Pledgor has the unqualified right and authority to execute this Agreement and perform this Pledge Agreement.to pledge such Collateral to Lender, as provided for herein; (df) No There are no outstanding options, warrants or other agreements with respect to the Collateral are outstanding.Collateral; (eg) The Pledged Securities have been validly issued and are fully paid and non-assessable; the holder thereof is not and will not be subject to any personal liability as such holder; and are not subject to any charter, bylaw, statutory, contractual or other restriction governing their issuance, pledge, transfer, ownership or control except that sale or transfer may be limited in the absence of an effective registration statement (i) under the Securities Act of 1933, as amended (the "Act"), (ii) under applicable state securities laws, and (iii) under applicable non-U.S. laws (provided however that if any such registration statement is unnecessary, Pledgors shall provide Lender an opinion of counsel satisfactory to Lender that the sale or transfer is exempt from registration under said Act and laws); (h) Any consent, approval or authorization of or designation or filing with any authority on the part of any Pledgor which is required in connection with the pledge and security interest granted under this Pledge Agreement has been obtained or effected.effected and is in full force and effect; (fi) Neither the The execution and delivery of this Pledge Agreement by Pledgorthe Pledgors, and the consummation performance by Pledgors of the transaction contemplated hereby nor the satisfaction their respective obligations hereunder, will not result in a violation of the terms and conditions any mortgage, indenture, contract, instrument, judgment, decree, order, statute, rule or regulation to which any Pledgor is subject; (j) As of this Pledge Agreement: October 31, 2001, (i) conflicts with or results in any breach or violation the collective net worth of any provision High Coast Limited Partnership ("High Coast") and Leyton LLC ("Leyton") is not less than $57 million, (ii) the net worth of the articles of incorporation or bylaws of Pledgor or any law, rule, regulation, order, writ, judgment, injunction, decree, determination or award currently in effect having applicability to Pledgor or any of its properties, including regulations issued by an administrative agency or other governmental authority having supervisory powers over PledgorBarberry Corp. is not less than $500 million; (iik) conflicts with, constitutes a default Neither Leyton nor High Coast have any liabilities other than to entities in which Borrower owns 100% of the equity interests; and (or an event which l) Pledgors have delivered to Lender and have filed with the giving Secretary of notice State of the State of New York one or the passage of time, or both, would constitute a default) by Pledgor under, or a breach of or contravenes any provision of, any agreement to which Pledgor or any of its subsidiaries is a party or by which it or any of their properties is or may be bound or affected, including without limitation any loan agreement, mortgage, indenture or other agreement or instrument; or (iii) results in or requires the creation of any lien upon or in respect of any of Pledgor's assets except the lien created by this Pledge Agreement. (g) With respect to all Pledged Shares heretofore delivered to and currently held by Lender, and upon delivery to Lender of any Pledged Shares hereafter issued to, acquired or received by Pledgor, Lender will have a valid, perfected security interest in and more UCC-1 financing statements relating to the Collateral, enforceable as such against all other creditors pledge of Pledgor and against all persons purporting to purchase any of the Collateral from Pledgorhereunder. (h) The board of directors of UDRC and UDRC II have duly adopted the resolutions identified on Exhibits A-1 and A-2, respectively, attached hereto (the "Standing Dividend Resolutions"), and such resolutions remains in full force and effect and have not been rescinded, amended, altered, revoked or modified in any respect. Pursuant to the Standing Dividend Resolutions, Pledgor has delivered the UDRC Dividend Direction Letter and the UDRC II Dividend Direction Letter to the Trustee.

Inducing Representations of Pledgor. Pledgor represents and warrants to Lender thatXxxxxx that as of the date hereof: (a) The the Pledged Shares are validly issued, fully paid for and non-assessable. constitute one hundred percent (b100%) The Pledged Shares represent all of the issued and outstanding capital stock of UDRC each of ECI and UDRC II.ATB; (cb) Pledgor is the sole legal and beneficial owner of, and has good and marketable title to, the Pledged SharesCollateral, free and clear of all pledges, liens, security interests and other encumbrances except other than the security interest interests created by this Pledge AgreementAgreement and those listed on Exhibit B hereto, and Pledgor has the unqualified necessary right and authority to execute this Agreement and perform this Pledge Agreement.to pledge the Pledged Collateral to Xxxxxx as provided for herein; (dc) No except as set forth on Exhibit B attached hereto, there are no outstanding options, warrants or other agreements with respect to the Pledged Shares; (i) the Pledged Shares have been validly issued and are fully paid and non-assessable; (ii) the holder or holders of the Pledged Collateral are outstanding.not and will not be subject to any personal liability as such holder; (iii) the Pledged Shares are not subject to any charter, bylaw, statutory, contractual or other restrictions governing the issuance, transfer, ownership or control of such Pledged Shares, except (A) the offering, sale, transfer or other disposition of the Pledged Collateral may be limited by the Securities Act of 1933, as amended (the "Act"), the regulations of the Securities and Exchange Commission thereunder, the Uniform Commercial Code or applicable state securities laws or regulations and (B) as provided in the Interest Note, this Agreement, the Series A Junior Secured Note Agreement, the Series B Junior Secured Note Agreement (as each such term is defined in the Original Note Agreement prior to giving effect to the amendment and restatement thereof pursuant to the Note Agreement), the Intercreditor Agreement and the Secondary Pledge Agreement dated as of June 30, 1993 made by Pledgor in favor of BNY Financial Corporation, as collateral agent; (e) Any any consent, approval or authorization of of, or designation or filing with with, any authority on the part of Pledgor which is required in connection with the pledge and security interest interests granted under this Pledge Agreement has been obtained or effected. (f) Neither the execution effected and delivery of this Pledge Agreement by Pledgor, the consummation of the transaction contemplated hereby nor the satisfaction of the terms and conditions of this Pledge Agreement: (i) conflicts with or results in any breach or violation of any provision of the articles of incorporation or bylaws of Pledgor or any law, rule, regulation, order, writ, judgment, injunction, decree, determination or award currently in effect having applicability to Pledgor or any of its properties, including regulations issued by an administrative agency or other governmental authority having supervisory powers over Pledgor; (ii) conflicts with, constitutes a default (or an event which with the giving of notice or the passage of time, or both, would constitute a default) by Pledgor under, or a breach of or contravenes any provision of, any agreement to which Pledgor or any of its subsidiaries is a party or by which it or any of their properties is or may be bound or affected, including without limitation any loan agreement, mortgage, indenture or other agreement or instrument; or (iii) results in or requires the creation of any lien upon or in respect of any of Pledgor's assets except the lien created by this Pledge Agreement. (g) With respect to all Pledged Shares heretofore delivered to and currently held by Lender, and upon delivery to Lender of any Pledged Shares hereafter issued to, acquired or received by Pledgor, Lender will have a valid, perfected security interest in and to the Collateral, enforceable as such against all other creditors of Pledgor and against all persons purporting to purchase any of the Collateral from Pledgor. (h) The board of directors of UDRC and UDRC II have duly adopted the resolutions identified on Exhibits A-1 and A-2, respectively, attached hereto (the "Standing Dividend Resolutions"), and such resolutions remains in full force and effect and have not been rescinded, amended, altered, revoked or modified in any respect. Pursuant except as may be required with respect to the Standing Dividend Resolutions, exercise of the rights and remedies of Xxxxxx by laws affecting the offering and sale of securities generally; (f) Pledgor has delivered deposited with Xxxxxx the UDRC Dividend Direction Letter Pledged Shares, duly endorsed in blank or accompanied by an assignment or assignments sufficient to transfer title thereto; and (g) upon the delivery to Xxxxxx of the Pledged Collateral and (as to certain proceeds thereof) the UDRC II Dividend Direction Letter filing of Uniform Commercial Code financing statements in appropriate locations, the pledge of the Pledged Collateral pursuant to this Agreement creates a valid and perfected first priority security interest (subject to any applicable bankruptcy, insolvency, reorganization, moratorium or other similar law) in so much of the TrusteePledged Collateral as is subject to Article 8 or Article 9 of the Uniform Commercial Code, securing the payment of the Obligations for the benefit of Xxxxxx, provided the Pledged Collateral is held in the possession of Xxxxxx.