Common use of REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE PLEDGOR Clause in Contracts

REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE PLEDGOR. The Pledgor represents and warrants to the Secured Parties that: (a) the Pledgor is the legal record and beneficial owner of, and has good title to, the Pledged Interests and the Pledged Interests are subject to no other pledge, lien, mortgage, hypothecation, security interest, charge, shareholders agreement, voting trust or similar arrangement, proxy, option or other encumbrance whatsoever, except the security interest created by this Agreement and the Existing Regions Security Documents; (b) the Pledged Interests constitute all of the outstanding membership interests of the Companies and have been duly and validly issued, are fully paid and non-assessable; (c) the Pledgor has full power, authority and legal right to pledge all the Pledged Interests pursuant to this Agreement; (d) this Agreement has been duly executed and delivered by the Pledgor and constitutes a legal, valid and binding obligation of the Pledgor enforceable in accordance with its terms; (e) no consent of any other party (including, without limitation, creditors of the Pledgor) and no consent, license, permit, approval or authorization of, exemption by, notice or report to, or registration, filing or declaration with, any governmental authority or any other Person or entity is required to be obtained by the Pledgor in connection with the execution, delivery or performance of this Agreement; and (f) this Agreement creates a valid security interest in the Pledged Collateral, subject to no prior pledge, lien, mortgage, hypothecation, security interest, charge, option or encumbrance except the Existing Regions Security Documents.

REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE PLEDGOR. The Pledgor represents and warrants to the Secured Parties that: (a) on the Pledgor is date of delivery to the legal record and beneficial owner ofBank of any Pledged Bonds described herein, and has good title toneither the Issuer, the Pledged Interests Remarketing Agent (as defined in the Indenture), the Tender Agent, nor the Trustee will have any right, title or interest in and to the Pledged Interests are subject to no other pledge, lien, mortgage, hypothecation, security interest, charge, shareholders agreement, voting trust or similar arrangement, proxy, option or other encumbrance whatsoever, except the security interest created by this Agreement and the Existing Regions Security DocumentsBonds; (b) it has, and on the date of delivery to the Bank of any Pledged Interests constitute all of the outstanding membership interests of the Companies and have been duly and validly issuedBonds will have, are fully paid and non-assessable; (c) the Pledgor has full power, authority and legal right to pledge all of its right, title and interest in and to the Pledged Interests Bonds pursuant to this Pledge Agreement; (dc) this Pledge Agreement has been duly authorized, executed and delivered by the Pledgor and constitutes a legal, valid and binding obligation of the Pledgor enforceable in accordance with its terms; (ed) no consent of any other party (including, without limitation, creditors of the Pledgor) and no consent, license, permit, approval or authorization of, exemption by, notice or report to, or registration, filing or declaration with, any governmental authority authority, domestic or any other Person or entity foreign, is required to be obtained by the Pledgor in connection with the execution, delivery or performance of this Pledge Agreement; (e) the execution, delivery and performance of this Pledge Agreement will not violate any provision of any applicable law or regulation or of any order, judgment, writ, award or decree of any court, arbitrator or governmental authority, domestic or foreign, or of any mortgage, indenture, lease, contract or other agreement, instrument or undertaking to which the Pledgor is a party or which purports to be binding upon the Pledgor or upon its assets and will not result in the creation or imposition of any lien, charge or encumbrance on or security interest in any of the assets of the Pledgor except as contemplated by this Pledge Agreement; and (f) the pledge, assignment and delivery of such Pledged Bonds pursuant to this Pledge Agreement creates will create a valid first lien on and a first perfected security interest in, all right, title or interest of the Pledgor in or to such Pledged Bonds, and the Pledged Collateralproceeds thereof, subject to no prior pledge, lien, mortgage, hypothecation, security interest, charge, option or encumbrance except or to any agreement purporting to grant to any third party a security interest in the Existing Regions Security Documentsproperty or assets of the Pledgor which would include the Pledged Bonds. The Pledgor covenants and agrees that it will defend the Bank's right, title and security interest in and to the Pledged Bonds and the proceeds thereof against the claims and demands of all persons whomsoever; and covenants and agrees that it will have like title to and right to pledge any other property at any time hereafter pledged to the Bank as Collateral hereunder and will likewise defend the Bank's right thereto and security interest therein.

REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE PLEDGOR. The Pledgor represents and warrants to the Secured Parties that: that (a) the Pledgor it is the legal legal, record and beneficial owner of, and has good and, subject to applicable securities laws described in Section 11 hereof, marketable title to, the Initial Pledged Interests and the Pledged Interests are Stock, subject to no other pledge, lien, mortgage, hypothecation, security interest, charge, shareholders agreementoption, voting trust or similar arrangement, proxy, option proxy or other encumbrance whatsoever, except the existing lien and security interest created by this Agreement and the Existing Regions Security DocumentsAgreement; (b) the Pledged Interests constitute all of the outstanding membership interests of the Companies and have been duly and validly issued, are fully paid and non-assessable; (c) the Pledgor has full power, authority and legal right to pledge all the Pledged Interests pursuant to this Agreement; (d) this Agreement has been duly authorized, executed and delivered by the Pledgor and constitutes a legal, valid and binding obligation of the Pledgor Pledgor, and is enforceable in accordance with its terms; (ec) no consent of any other party (including, without limitation, the stockholders or creditors of the Pledgor) and no consent, license, permit, approval or authorization of, exemption by, notice or report to, or registration, filing or declaration with, any governmental authority Governmental Authority, domestic or any other Person or entity foreign, is required to be obtained by the Pledgor Pledgor, the Pledgee or any Lender in connection with the execution, delivery or performance of this Agreement or the pledge of such shares hereunder, in each case which has not been obtained or made, as the case may be, and is not in full force and effect; (d) the execution, delivery and performance of this Agreement will not violate any provision of any applicable Law, or of any mortgage, indenture, lease, contract, or other agreement, instrument or undertaking to which Pledgor is a party or which purports to be binding upon Pledgor or upon any of its assets and will not result in the creation or imposition of any lien, charge or encumbrance on or security interest in any of the assets of Pledgor except as contemplated by this Agreement or the Credit Agreement; (e) all the shares of the Initial Pledged Stock have been duly and validly issued, are fully paid and non- assessable and have not been issued in violation of any preemptive or other rights of any person; (f) the Pledgor has not created any options, warrants, rights, calls, commitments, plans, contracts or other agreements of any character, which provide for the purchase, issuance or transfer of any shares of capital stock of Issuer pledged hereby; and (fg) the pledge, assignment and delivery of such Initial Pledged Stock pursuant to this Agreement creates constitutes and, provided Pledgee retains possession of the Initial Pledged Stock, at all times (disregarding, however the effects of the change in any law relating to the pledge of stock generally) will constitute a valid first lien on and a first perfected security interest in such shares of the Initial Pledged CollateralStock, and the proceeds thereof, subject to no prior pledgeLien, lienor to any agreement purporting to grant to any third party other than Pledgee for the benefit of the Lenders a security interest in the property or assets of the Pledgor which would include the Initial Pledged Stock. Pledgor covenants and agrees that at its expense it will defend the right, mortgage, hypothecation, title and security interest, charge, option or encumbrance except interest of the Existing Regions Security DocumentsPledgee in and to the Pledged Stock and the proceeds thereof against the claims and demands of all persons whomsoever; and covenants and agrees that he will have like title to and right to pledge any other property at any time hereafter pledged to the Pledgee for the benefit of the Lenders as Collateral hereunder and will likewise defend the right of the Pledgee for the benefit of the Lenders thereto and security interest therein.

REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE PLEDGOR. The Pledgor represents and warrants to the Secured Parties that: that (a) it owns 100% of the Pledgor issued and outstanding capital stock of each Subsidiary listed on Schedule I hereto; (b) it is the legal legal, record and beneficial owner of, and has good and, subject to applicable securities laws described in Section 10 hereof, marketable title to, the Initial Pledged Interests and the Pledged Interests are Stock, subject to no other pledge, lien, mortgage, hypothecation, security interest, charge, shareholders agreementoption, voting trust or similar arrangement, proxy, option proxy or other encumbrance whatsoever, except the existing lien and security interest created by this Agreement and those created by the Existing Regions Security Documents; (b) the Pledged Interests constitute all Stock Pledge Agreements of the outstanding membership interests even date herewith executed by Pledgor in favor of the Companies Bank Agent and have been duly and validly issued, are fully paid and non-assessableTravelers; (c) it is duly organized, validly existing and in good standing under the Pledgor laws of its jurisdiction of incorporation and has full power, authority and legal right to pledge all the Initial Pledged Interests Stock pursuant to this Agreement; (d) this Agreement has been duly authorized, executed and delivered by the Pledgor and constitutes a legal, valid and binding obligation of the Pledgor Pledgor, and is enforceable in accordance with its terms; (e) no consent of any other party (including, without limitation, the stockholders or creditors of the Pledgor) and no consent, license, permit, approval or authorization of, exemption by, notice or report to, or registration, filing or declaration with, any governmental authority authority, domestic or any other Person or entity foreign, is required to be obtained by the Pledgor or Agent in connection with the execution, delivery or performance of this AgreementAgreement or the pledge of such shares hereunder, in each case which has not been obtained or made, as the case may be, and is not in full force and effect; (f) to its best knowledge after due investigation, the execution, delivery and performance of this Agreement will not violate any provision of any applicable law, or of any material mortgage, indenture, lease, contract, or other agreement, instrument or undertaking to which Pledgor is a party or which purports to be binding upon Pledgor or upon any of its assets and will not result in the creation or imposition of any lien, charge or encumbrance on or security interest in any of the assets of Pledgor except as contemplated by this Agreement or the Purchase Documents; (g) all the shares of the Initial Pledged Stock have been duly and validly issued, are fully paid and non-assessable and have not been issued in violation of any preemptive or other rights of any Person; (h) the Pledgor has not created any options, warrants, rights, calls, commitments, plans, contracts or other agreements of any character, which provide for the purchase, issuance, transfer or control of any shares of capital stock of any Issuer pledged hereby; and (fi) the pledge, assignment and delivery of such Initial Pledged Stock pursuant to this Agreement creates constitutes and, provided Agent retains possession of the Initial Pledged Stock, at all times (disregarding, however the effects of the change in any law relating to the pledge of stock generally) will constitute a valid first lien on and a first perfected security interest in such shares of the Initial Pledged CollateralStock, and the proceeds thereof, subject to no prior pledge, lien, mortgageor to any agreement purporting to grant to any third party other than Agent a security interest in or control of the property or assets of the Pledgor which would include the Initial Pledged Stock. Pledgor covenants and agrees that at its expense it will defend the right, hypothecationtitle and security interest of Agent in and to the Pledged Stock and the proceeds thereof against the claims and demands of all Persons whomsoever; and covenants and agrees that it will have like title to and right to pledge any other property at any time hereafter pledged to Agent, as Collateral hereunder and will likewise defend the right of Agent and the Purchasers thereto and security interest, charge, option or encumbrance except the Existing Regions Security Documentsinterest therein.

REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE PLEDGOR. (a) The Pledgor represents and warrants to the Secured Parties that: (a1) on the date hereof the Pledged Stock consist of the number and type of shares of the capital stock of such corporations as described in Annex A hereto; (2) such stock constitutes all the issued and outstanding shares of all classes of the capital stock of each Issuer as set forth in Annex A hereto; (3) the Pledgor is the legal holder of record and sole beneficial owner of, and of such Pledged Stock; (4) it has good and marketable title to, to the Pledged Interests and the Pledged Interests are Stock, subject to no other pledge, lienLien (except for the Liens permitted under Section 8.01(A)(2) of the CIT Credit Agreement), mortgage, hypothecation, security interest, charge, shareholders agreement, voting trust or similar arrangement, proxy, option or other encumbrance whatsoever, except the Liens and security interest interests created by this Agreement and the Existing Regions Security DocumentsAgreement; (b5) the Pledged Interests constitute all of the outstanding membership interests of the Companies and have been duly and validly issued, are fully paid and non-assessable; (c) the Pledgor it has full power, authority and legal right to pledge all the Pledged Interests Collateral pursuant to this Agreement; (d6) this Agreement has been duly authorized, executed and delivered by the Pledgor and constitutes a legal, valid and binding obligation of the Pledgor enforceable in accordance with its termsterms , except to the extent that such enforcement may be limited by bankruptcy, insolvency, reorganization, receivership, moratorium and other similar laws affecting the enforcement of creditors' rights generally, the availability of equitable remedies and the exercise of judicial discretion, regardless of whether enforcement is sought in a proceeding at law or in equity; (e7) no consent of any other party (including, without limitation, creditors of the Pledgor) and no consent, license, permit, approval or authorization of, exemption by, notice or report to, or registration, filing or declaration with, any governmental authority or any other Person or entity is required to be obtained by the Pledgor in connection with the execution, delivery or and performance of this Agreement; and (f) this Agreement creates a valid security interest in will not violate any provision of any applicable law or regulation or of any order, judgment, writ, award or decree of any court, arbitrator or governmental authority, domestic or foreign, or of the Pledged Collateralcertificate of incorporation or by-laws of the Pledgor or of any securities issued by the Pledgor or any of its Subsidiaries, subject to no prior pledgeor of any indenture or loan or credit agreement or other agreement evidencing an obligation for borrowed money or any other material agreement, lien, mortgage, hypothecation, security interest, charge, option or encumbrance except the Existing Regions Security Documents.lease or

REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE PLEDGOR. The Pledgor represents and warrants to the Secured Parties that: (a) the : a. Pledgor is the legal record and beneficial owner of, and has good unencumbered title to, the Pledged Interests and the Pledged Interests are Shares, subject to no other pledge, lien, mortgage, hypothecation, security interest, charge, shareholders agreement, voting trust or similar arrangement, proxy, option or other encumbrance whatsoever, except the lien and security interest created by this Agreement and the Existing Regions Security Documents; (b) the Pledged Interests constitute all of the outstanding membership interests of the Companies and have been duly and validly issued, are fully paid and non-assessable; (c) the Agreement; b. Pledgor has full power, authority and legal right to pledge all the Pledged Interests Shares pursuant to this Agreement; (d) this ; c. This Agreement has been duly executed and delivered by the Pledgor and constitutes a legal, valid and binding obligation of the Pledgor enforceable in accordance with its terms; (e) no consent of any , except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other party (including, without limitation, creditors of the Pledgor) and no consent, license, permit, approval laws or authorization of, exemption by, notice or report to, or registration, filing or declaration with, any governmental authority or any other Person or entity is required equitable principles relating to be obtained by the Pledgor in connection with the creditors' rights generally; d. The execution, delivery or and performance of this Agreement will not violate an provision of any applicable law or regulation or of any order, judgment, writ, award or decree of any court, arbitrator or governmental authority, domestic or foreign, or of any mortgage, indenture, lease, contract or other agreement, instrument or undertaking to which the Pledgor is a party or which purports to be binding upon Pledgor or upon any of its assets and will not result in the creation or imposition of any lien, charge or encumbrance on or security interest in any of the assets of Pledgor except as contemplated by this Agreement; ; e. The pledge, assignment and (f) delivery of such Pledged Shares pursuant to this Agreement creates a valid first lien on and a first perfected security interest in such Pledged Shares, and the Pledged Collateralproceeds thereof, subject to no prior pledge, lien, mortgage, hypothecation, security interest, charge, option or encumbrance except or to any agreement purporting to grant to any third party a security interest in the Existing Regions Security Documentsproperty or assets of Pledgor which include the Pledged Shares. f. Pledgor will defend Secured Party's right and security interest in and to the Pledged Shares and the proceeds thereof against the claims and demands of all persons whomsoever; and covenants and agrees that Pledgor will have title to and the right to pledge any other property at any time hereafter pledged to Secured Party as Pledged Shares hereunder and will likewise defend Secured Party's right thereto and security interest therein. g. Pledgor represents and warrants that the representations, warranties and covenants made in this Agreement are true and correct and shall remain true and correct and shall be deemed to be remade each day until this Agreement is terminated.

REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE PLEDGOR. The Pledgor represents and warrants to the Secured Parties that: that (a) the Pledgor it is the legal record and beneficial owner of, and has good and indefeasible title to, the Pledged Interests and the Pledged Interests are Stock described herein as being owned by it, subject to no other pledge, lien, mortgage, hypothecation, security interest, charge, shareholders agreement, voting trust or similar arrangement, proxy, option or other encumbrance whatsoever, except the lien and security interest created by this Agreement and the Existing Regions Security DocumentsAgreement; (b) Pledgor owns 100% of the issued and outstanding capital stock of Temco Fireplace Products, Inc.; (c) it has full power, authority and legal right to pledge the Pledged Interests constitute Stock pledged by it pursuant to this Agreement; (d) all the shares of the outstanding membership interests of the Companies and Pledged Stock pledged by it have been duly and validly issued, are fully paid and non-assessable; (c) the Pledgor has full power, authority and legal right to pledge all the Pledged Interests pursuant to this Agreement; (d) this Agreement has been duly executed and delivered by the Pledgor and constitutes a legal, valid and binding obligation of the Pledgor enforceable in accordance with its terms; (e) no consent of any other party (including, without limitation, creditors any creditor of the PledgorPledgor or the Subsidiary) and no order, consent, license, permit, approval approval, validation or authorization of, exemption by, notice or report to, to or registration, recording, filing or declaration with, any governmental or public body or authority or any other Person or entity is required to be obtained by the Pledgor in connection with the execution, delivery or performance of this Agreement or consummation of the transactions contemplated hereby, including, without limitation, the exercise by the Lender of the voting or other rights provided for in this Agreement or the remedies in respect of the Collateral pursuant to this Agreement; and (f) the pledge, assignment and delivery of such Pledged Stock pursuant to this Agreement creates a valid first lien on and a first perfected security interest in such shares of the Pledged CollateralStock, and the proceeds thereof, subject to no prior pledge, lien, mortgage, hypothecation, security interest, charge, option or encumbrance except or to any agreement purporting to grant to any third party a security interest in the Existing Regions Security Documentsproperty or assets of such Pledgor which would include the Pledged Stock. Pledgor covenants and agrees that it will defend Lender's right, title and security interest in and to the Pledged Stock and the proceeds thereof against the claims and demands of all persons whomsoever; and covenants and agrees that it will have like title to and right to pledge any other property which at any time hereafter may be pledged to Lender as Collateral hereunder and will likewise defend Lender's right thereto and security interest therein; and covenants and agrees that it will not, with respect to any Collateral, without the prior written consent of the Lender, enter into any shareholder agreements, voting agreements, voting trusts, trust deeds, irrevocable proxies or any other similar agreements or instruments.

REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE PLEDGOR. The Pledgor represents and warrants to the Secured Parties that: (a) the Pledgor is the legal record and beneficial owner of, and has good title to, the Pledged Interests and the Pledged Interests are subject to no other pledge, lien, mortgage, hypothecation, security interest, charge, shareholders agreement, voting trust or similar arrangement, proxy, option or other encumbrance whatsoever, except the security interest created by this Agreement and the Existing Regions Security Documents; (b) the Pledged Interests constitute all of the outstanding membership interests of the Companies and have been duly and validly issued, are fully paid and non-assessable; (c) the Pledgor has full power, authority and legal right to pledge all the Pledged Interests pursuant to this Agreement; (d) this Agreement has been duly executed and delivered by the Pledgor and constitutes a legal, valid and binding obligation of the Pledgor enforceable in accordance with its terms; (e) no consent of any other party (including, without limitation, creditors of the PledgorSubsidiaries) and no consent, license, permit, approval or authorization of, exemption by, notice or report to, or registration, filing or declaration with, any governmental authority or any other Person or entity is required to be obtained by the Pledgor in connection with for the execution, delivery or performance of this Agreement by the Pledgor, the validity or enforceability of this Agreement and the perfection or enforceability of the Pledgee's security interest in the Collateral (other than, in respect of the proceeds of the Pledged Securities, the filing of Form UCC-1 financing statements or the appropriate equivalent (which filings, have been made)) or except for compliance with or as may be required by applicable securities laws, the exercise by the Pledgee of any of its rights or remedies provided herein; (v) the execution, delivery and performance of this Agreement by the Pledgor, and the compliance by it with the terms and provisions hereof, will not violate any provision of any applicable law or regulation or of any applicable order, judgment, writ, injunction or decree of any court, arbitrator or governmental authority, domestic or foreign, applicable to the Pledgor, or of the certificate of incorporation or by-laws (or equivalent organizational documents) of the Pledgor or of any securities issued by the Pledgor or any of its Subsidiaries, or of any mortgage, indenture, lease, deed of trust, loan agreement, credit agreement or any other material contract, agreement or instrument or undertaking to which the Pledgor or any of its Subsidiaries is a party or which purports to be binding upon the Pledgor or any of its Subsidiaries or upon any of their respective assets and will not result in the creation or imposition of (or the obligation to create or impose) any lien or encumbrance on any of the Collateral of the Pledgor or any of its Subsidiaries except as contemplated by this Agreement; (vi) all the shares of Stock have been duly and validly issued, are fully paid and non-assessable and are subject to no options to purchase or similar rights; (vii) each of the Pledged Notes issued by any Credit Party or by any of its Subsidiaries constitutes, or when executed by the respective obligor thereof will constitute, the legal, valid and binding obligation of such obligor, enforceable in accordance with its terms, except to the extent that the enforceability thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws generally affecting creditors' rights and by equitable principles (regardless of whether enforcement is sought in equity or at law); and (fviii) the pledge, assignment and delivery to the Pledgee of the Securities (other than uncertificated securities) pursuant to this Agreement creates a valid security interest and perfected first priority Lien in the Pledged CollateralSecurities, and the proceeds thereof, subject to no prior pledgeother Lien or to any agreement purporting to grant to any third party a Lien on the property or assets of the Pledgor which would include the Securities. The Pledgor covenants and agrees that it will defend the Pledgee's right, lien, mortgage, hypothecation, title and security interest, charge, option or encumbrance except interest in and to the Existing Regions Security DocumentsSecurities and the proceeds thereof against the claims and demands of all persons whomsoever; and the Pledgor covenants and agrees that it will have like title to and right to pledge any other property at any time hereafter pledged to the Pledgee as Collateral hereunder and will likewise defend the right thereto and security interest therein of the Pledgee and the Secured Creditors.

REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE PLEDGOR. The Pledgor represents and warrants to the Secured Parties that: (a) on the Pledgor is date of delivery to the legal record and beneficial owner ofAgent of any Bank Bonds described herein, and has good title toneither the Pledgor, nor, to the best of the Pledgor's knowledge, the Pledged Interests Issuer, the Remarketing Agent, the Tender Agent or the Trustee will have any right, title or interest in and to the Pledged Interests are subject to no other pledge, lien, mortgage, hypothecation, security interest, charge, shareholders agreement, voting trust or similar arrangement, proxy, option or other encumbrance whatsoever, Bank Bonds (except as provided in the security interest created by this Agreement and the Existing Regions Security DocumentsIndenture); (b) it has, and on the Pledged Interests constitute all date of delivery to the outstanding membership interests Agent of the Companies and have been duly and validly issuedany Bank Bonds will have, are fully paid and non-assessable; (c) the Pledgor has full power, authority and legal right to pledge all of its right, title and interest in and to the Pledged Interests Bank Bonds pursuant to this Pledge Agreement; (dc) this Pledge Agreement has been duly authorized, executed and delivered by the Pledgor and constitutes a legal, valid and binding obligation of the Pledgor enforceable in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency, or similar laws affecting creditors' rights generally or by equitable principles; (ed) no consent of any other party (including, without limitation, creditors of the Pledgor) and no consent, license, permit, approval or authorization of, exemption by, notice or report to, or registration, filing or declaration with, any governmental authority authority, domestic or any other Person or entity foreign, is required to be obtained by the Pledgor in connection with the execution, delivery or performance of this Pledge Agreement; (e) the execution, delivery and performance of this Pledge Agreement will not violate any provision of any applicable law or regulation or of any order, judgment, writ, award or decree of any court, arbitrator or governmental authority, domestic or foreign, or of any mortgage, indenture, lease, contract, or other agreement, instrument or undertaking to which the Pledgor is a party or which purports to be binding upon the Pledgor or upon its assets and will not result in the creation or imposition of any lien, charge or encumbrance on or security interest in any of the assets of the Pledgor except as contemplated by this Pledge Agreement; and (f) the pledge, assignment and delivery of such Bank Bonds pursuant to this Pledge Agreement creates will create a valid first lien on and a perfected first priority security interest (subject only to the satisfaction of the prerequisites for perfection) in all right, title or interest of the Pledged CollateralPledgor in or to such Bank Bonds, and the proceeds thereof, subject to no prior pledge, lien, mortgage, hypothecation, security interest, charge, option or encumbrance except or to any agreement purporting to grant to any third party a security interest in the Existing Regions Security Documentsproperty or assets of the Pledgor which would include the Bank Bonds. The Pledgor covenants and agrees that it will defend the Agent's right, title and security interest in and to the Bank Bonds and the proceeds thereof against the claims and demands of any party whatsoever.

REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE PLEDGOR. The Pledgor represents and warrants that (a)(i) on the date of delivery to the Secured Parties that: Pledgee, or to the Trustee for the account of the Pledgee, of any Bank Bonds or (aii) in the Pledgor is event 100% of the legal record and beneficial owner ofBonds are held by a depository in a book-entry only system, and has good title toon the date of transfer by the Trustee or the depository to the account of the Pledgee or to the account of the Pledgor, expressly subject to the rights of the Pledgee hereunder, of any Bank Bonds, none of the Issuer, the Pledged Interests and Remarketing Agent or the Pledged Interests are subject Trustee will have any right, title or interest in or to no other pledge, lien, mortgage, hypothecation, security interest, charge, shareholders agreement, voting trust or similar arrangement, proxy, option or other encumbrance whatsoever, except the security interest created by this Agreement and Bank Bonds which would adversely affect the Existing Regions Security DocumentsPledgee; (b) on the Pledged Interests constitute all date of delivery to the Pledgee or to the Trustee for the account of the outstanding membership interests Pledgee of any Bank Bonds or, in the event of 100% of the Companies and Bonds are held by a depository in a book-entry only system, on the date of transfer by the Trustee or the depository to the account of the Pledgee or the Pledgor, expressly subject to the rights of the Pledgee hereunder, of any Bank Bonds, it will have been duly and validly issued, are fully paid and non-assessable; (c) the Pledgor has full power, authority and legal right to pledge all of its right, title and interest in and to the Pledged Interests Bank Bonds pursuant to this Pledge Agreement; (dc) this Pledge Agreement has been duly authorized, executed and delivered by the Pledgor and constitutes a legal, valid and binding obligation of the Pledgor Pledgor, enforceable in accordance with its termsterms except as such enforceability may be limited by insolvency, reorganization, moratorium or other similar laws relating to or limiting creditor's rights; (ed) no consent of any other party (including, without limitation, creditors of the Pledgor) and no consent, license, permit, approval or authorization of, exemption by, notice or report to, or registration, filing or declaration with, any governmental authority authority, domestic or any other Person or entity foreign, is required to be obtained by the Pledgor in connection with the execution, delivery or performance of this Pledge Agreement; (e) the execution, delivery and performance of this Pledge Agreement will not violate any provision of any applicable law or regulation or of any order, judgment, writ, award or decree of any court, arbitrator or governmental authority, domestic or foreign, or of any material mortgage, indenture, lease, contract, or other agreement, instrument or undertaking to which the Pledgor is a party or which purports to be binding upon the Pledgor or upon its assets and will not result in the creation or imposition of any lien, charge or encumbrance on or security interest in any of the assets of the Pledgor except as contemplated by this Pledge Agreement; and (f) the pledge, assignment and delivery of such Bank Bonds pursuant to this Pledge Agreement creates will create a valid first lien on and a security interest in, all right, title or interest of the Pledgor in or to such Bank Bonds, and the Pledged Collateralproceeds thereof, subject to no prior pledge, lien, mortgage, hypothecation, security interest, charge, option or encumbrance except or to any agreement purporting to grant to any third party a security interest in the Existing Regions Security Documentsproperty or assets of the Pledgor which would include the Bank Bonds. The Pledgor covenants and agrees that it will defend the Pledgee's right, title and security interest in and to the Bank Bonds and the proceeds thereof against the claims and demands of all persons whomsoever; and covenants and agrees that it will have like title to and right to pledge any other property at any time hereafter pledged to the Pledgee as Collateral hereunder and will likewise defend the Bank's right thereto and security interest therein.

REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE PLEDGOR. The Pledgor represents and warrants to the Secured Parties that: : (a) on the Pledgor date of this Bond Pledge and Security Agreement, it is the legal record sole owner of all right, title or interest in and beneficial owner of, and has good title to, to the Pledged Interests and the Pledged Interests are subject to no other pledge, lien, mortgage, hypothecation, security interest, charge, shareholders agreement, voting trust or similar arrangement, proxy, option or other encumbrance whatsoever, except the security interest created by this Agreement and the Existing Regions Security Documents; Bonds; (b) the Pledged Interests constitute all of the outstanding membership interests of the Companies and have been duly and validly issued, are fully paid and non-assessable; (c) the Pledgor it has full power, authority and legal right to pledge all of its right, title and interest in and to the Pledged Interests Bonds pursuant to this Bond Pledge and Security Agreement; ; (dc) this Bond Pledge and Security Agreement has been duly authorized, executed and delivered by the Pledgor and constitutes a legal, valid and binding obligation of the Pledgor enforceable in accordance with its terms; ; (ed) no consent of any other party (including, without limitation, creditors of the Pledgor) and no consent, license, permit, approval or authorization of, exemption by, notice or report to, or registration, filing or declaration with, any governmental authority authority, domestic or any other Person or entity foreign, is required to be obtained by the Pledgor in connection with the execution, delivery or performance of this Bond Pledge and Security Agreement; (e) the execution, delivery and performance of this Bond Pledge and Security Agreement will not materially violate any provision of any applicable law or regulation or of any order, judgment, writ, award or decree of any court, arbitrator or governmental authority, domestic or foreign, or of the articles of incorporation or other governing instruments of the Pledgor or of any securities issued by the Pledgor or of any deed of trust, mortgage, indenture, lease, contract or other agreement, instrument or undertaking to which the Pledgor is a party or which purports to be binding upon the Pledgor or upon any of its assets and will not result in the creation or imposition of any lien, charge or encumbrance on or security interest in any of the assets of the Pledgor except as contemplated by this Bond Pledge and Security Agreement; and and (f) the pledge, assignment and delivery of the Pledged Bonds pursuant to this Bond Pledge and Security Agreement creates will create a valid first lien on and a first perfected security interest in, all right, title or interest of the Pledgor in or to the Pledged CollateralBonds, and the proceeds thereof, subject to no prior pledge, lien, mortgage, hypothecation, security interest, charge, option or encumbrance except or to any agreement purporting to grant to any third party a security interest in the Existing Regions Security Documentsproperty or assets of the Pledgor which would include the Pledged Bonds. The Pledgor covenants and agrees that it will defend the Agent’s right, title and security interest in and to the Pledged Bonds and the proceeds thereof against the claims and demands of all Persons whomsoever; and covenants and agrees that it will have like title to and the right to pledge any other property at any time hereafter pledged to the Agent as Collateral hereunder and will likewise defend the Agent’s right thereto and security interest therein.

REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE PLEDGOR. The Pledgor represents and warrants to the Secured Parties that: (a) the Pledgor is the legal record and beneficial owner ofit has, and has on the date of delivery to the Bank of any Collateral will have, good and marketable title to, to the Pledged Interests Collateral and the Pledged Interests are subject to no other pledge, lien, mortgage, hypothecation, security interest, charge, shareholders agreement, voting trust or similar arrangement, proxy, option or other encumbrance whatsoever, except the security interest created by this Agreement and the Existing Regions Security Documents; (b) the Pledged Interests constitute all of the outstanding membership interests of the Companies and have been duly and validly issued, are fully paid and non-assessable; (c) the Pledgor has full power, authority and legal right to pledge all of its right, title and interest in and to the Pledged Interests Collateral pursuant to this Pledge Agreement; (db) this Pledge Agreement has been duly executed and delivered by the Pledgor and constitutes a legal, valid and binding obligation of the Pledgor enforceable in accordance with its terms; (ec) no consent of any other party (including, without limitation, creditors of the Pledgor) and no consent, license, permit, approval or authorization of, exemption by, notice or report to, to or registration, filing or declaration with, any governmental authority authority, domestic or any other Person or entity foreign, is required to be obtained by the Pledgor in connection with the execution, delivery or performance of this Pledge Agreement which has not been obtained; (d) the execution, delivery and performance of this Pledge Agreement will not violate any provision of any applicable Law, or of the articles of incorporation, by-laws or any shareholders agreement of the Pledgor or any Corporation or of any mortgage, indenture, lease, contract or other agreement, instrument or undertaking to which either the Pledgor or any Corporation is a party or which purports to be binding upon the Pledgor or any Corporation or upon any of their respective assets and will not result in the creation or imposition of any Lien on any of the assets of the Pledgor except as contemplated by this Pledge Agreement; (e) there are no restrictions on the transferability of the Collateral to the Bank or with respect to the foreclosure and transfer thereof by the Bank or, if there are any such restrictions, any and all restrictions on such transferability have been duly waived with respect to this assignment, transfer, pledge, and grant of a security interest to the Bank and with respect to the foreclosure and transfer thereof by the Bank (or any necessary consents have been obtained); and (f) the pledge, assignment and delivery of such Collateral pursuant to this Pledge Agreement creates will create a valid security first Lien on all right, title and interest of the Pledgor in or to such Collateral, and the Pledged Collateralproceeds thereof, subject to no prior pledgeLien or to any agreement purporting to grant to any third party a Lien in the property or assets of the Pledgor which would include the Collateral other than Liens permitted under the Loan Agreement. The Collateral is fully paid and nonassessable. The Pledgor covenants and agrees that it will defend the Bank’s right, lien, mortgage, hypothecation, security interest, charge, option or encumbrance except title and Lien on the Existing Regions Security DocumentsCollateral and the proceeds thereof against the claims and demands of all Persons whomsoever; and covenants and agrees that it will have like title to and the right to pledge any other property at any time hereafter pledged to the Bank as collateral hereunder and will likewise defend the Bank’s right thereto and Lien thereon.

REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE PLEDGOR. The Pledgor represents and warrants to the Secured Parties that: (a) on the Pledgor is date of delivery to the legal record and beneficial owner ofBank or its designee of any Pledged Bonds in accordance with Section 2 hereof, and has good title toneither the Issuer, the Pledged Interests Remarketing Agent nor the Agent will have any right, title or interest in and to the Pledged Interests are subject to no other pledge, lien, mortgage, hypothecation, security interest, charge, shareholders agreement, voting trust or similar arrangement, proxy, option or other encumbrance whatsoever, except the security interest created by this Agreement and the Existing Regions Security DocumentsBonds; (b) it has, and on the date of delivery to the Bank or its designee of any Pledged Interests constitute all of the outstanding membership interests of the Companies and have been duly and validly issuedBonds will have, are fully paid and non-assessable; (c) the Pledgor has full power, authority and legal right to pledge all of its right, title and interest in and to the Pledged Interests Bonds pursuant to this Agreement; (dc) this Agreement has been duly authorized, executed and delivered by the Pledgor and constitutes a legal, valid and binding obligation of the Pledgor enforceable in accordance with its terms; (ed) no consent of any other party (including, without limitation, any creditors of the Pledgor) and no consent, license, permit, approval or authorization of, of exemption by, notice or report to, or registration, filing or declaration with, any governmental authority authority, domestic or any other Person or entity foreign, is required to be obtained by the Pledgor in connection with the execution, delivery or performance of this Agreement; (e) the execution, delivery and performance of this Agreement will not violate any provision of any applicable law or regulation or of any order, judgment, writ, award or decree of any court, arbitrator or governmental authority, domestic or foreign, or of the charter documents of the Pledgor or of any securities issued by the Pledgor, or of any mortgage, indenture, lease, contract, or other agreement, instrument or undertaking to which the Pledgor is a party or which purports to be binding upon the Pledgor or upon any of its assets and will not result in the creation or imposition of any lien, charge or encumbrance on or security interest in any of the assets of the Pledgor except as contemplated by this Agreement; and (f) the pledge, assignment and delivery of such Pledged Bonds pursuant to this Agreement creates will create a valid first lien on, and a first perfected security interest in, all right, title or interest of the Pledgor in or to such Pledged Bonds, and the Pledged Collateralproceeds thereof, subject to no prior pledge, lien, mortgage, hypothecation, security interest, charge, option or encumbrance except or to any agreement purporting to grant to any third party a security interest in the Existing Regions Security Documentsproperty or assets of the Pledgor which would include the Pledged Bonds. The Pledgor covenants and agrees that it will defend the Bank's right, title and security interest in and to the Pledged Bonds and the proceeds thereof against the claims and demands of all persons whomsoever; and covenants and agrees that it will have like title to and right to pledge any other property at any time hereafter pledged to the Bank as Collateral hereunder and will likewise defend the Bank's right thereto and security interest therein.

REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE PLEDGOR. The Pledgor represents and warrants to the Secured Parties that: that (a) the Pledgor it is the legal record and beneficial owner of, and has good and indefeasible title to, the Pledged Interests and the Pledged Interests are Stock described herein as being owned by it, subject to no other pledge, lien, mortgage, hypothecation, security interest, charge, shareholders agreement, voting trust or similar arrangement, proxy, option or other encumbrance whatsoever, except the lien and security interest created by this Agreement and the Existing Regions Security DocumentsAgreement; (b) Pledgor owns 100% of the issued and outstanding capital stock of Temtex International, Inc.; (c) it has full power, authority and legal right to pledge the Pledged Interests constitute Stock pledged by it pursuant to this Agreement; (d) all the shares of the outstanding membership interests of the Companies and Pledged Stock pledged by it have been duly and validly issued, are fully paid and non-assessable; (c) the Pledgor has full power, authority and legal right to pledge all the Pledged Interests pursuant to this Agreement; (d) this Agreement has been duly executed and delivered by the Pledgor and constitutes a legal, valid and binding obligation of the Pledgor enforceable in accordance with its terms; (e) no consent of any other party (including, without limitation, creditors any creditor of the PledgorPledgor or any of the Subsidiary) and no order, consent, license, permit, approval approval, validation or authorization of, exemption by, notice or report to, to or registration, recording, filing or declaration with, any governmental or public body or authority or any other Person or entity is required to be obtained by the Pledgor in connection with the execution, delivery or performance of this Agreement or consummation of the transactions contemplated hereby, including, without limitation, the exercise by the Lender of the voting or other rights provided for in this Agreement or the remedies in respect of the Collateral pursuant to this Agreement; and (f) the pledge, assignment and delivery of such Pledged Stock pursuant to this Agreement creates a valid first lien on and a first perfected security interest in such shares of the Pledged CollateralStock, and the proceeds thereof, subject to no prior pledge, lien, mortgage, hypothecation, security interest, charge, option or encumbrance except or to any agreement purporting to grant to any third party a security interest in the Existing Regions Security Documentsproperty or assets of such Pledgor which would include the Pledged Stock. Pledgor covenants and agrees that it will defend Lender's right, title and security interest in and to the Pledged Stock and the proceeds thereof against the claims and demands of all persons whomsoever; and covenants and agrees that it will have like title to and right to pledge any other property which at any time hereafter may be pledged to Lender as Collateral hereunder and will likewise defend Lender's right thereto and security interest therein; and covenants and agrees that it will not, with respect to any Collateral, without the prior written consent of the Lender, enter into any shareholder agreements, voting agreements, voting trusts, trust deeds, irrevocable proxies or any other similar agreements or instruments.

REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE PLEDGOR. The Pledgor represents and warrants to the Secured Parties that: : (a) on the Pledgor date of this Bond Pledge and Security Agreement, it is the legal record sole owner of all right, title or interest in and beneficial owner of, and has good title to, to the Pledged Interests and the Pledged Interests are subject to no other pledge, lien, mortgage, hypothecation, security interest, charge, shareholders agreement, voting trust or similar arrangement, proxy, option or other encumbrance whatsoever, except the security interest created by this Agreement and the Existing Regions Security Documents; Bonds; (b) the Pledged Interests constitute all of the outstanding membership interests of the Companies and have been duly and validly issued, are fully paid and non-assessable; (c) the Pledgor it has full power, authority and legal right to pledge all of its right, title and interest in and to the Pledged Interests Bonds pursuant to this Bond Pledge and Security Agreement; ; (dc) this Bond Pledge and Security Agreement has been duly authorized, executed and delivered by the Pledgor and constitutes a legal, valid and binding obligation of the Pledgor enforceable in accordance with its terms; ; (ed) no consent of any other party (including, without limitation, creditors of the Pledgor) and no consent, license, permit, approval or authorization of, exemption by, notice or report to, or registration, filing or declaration with, any governmental authority authority, domestic or any other Person or entity foreign, is required to be obtained by the Pledgor in connection with the execution, delivery or performance of this Bond Pledge and Security Agreement; (e) the execution, delivery and performance of this Bond Pledge and Security Agreement will not materially violate any provision of any applicable law or regulation or of any order, judgment, writ, award or decree of any court, arbitrator or governmental authority, domestic or foreign, or of the articles of incorporation or other governing instruments of the Pledgor or of any securities issued by the Pledgor or of any deed of trust, mortgage, indenture, lease, contract or other agreement, instrument or undertaking to which the Pledgor is a party or which purports to be binding upon the Pledgor or upon any of its assets and will not result in the creation or imposition of any lien, charge or encumbrance on or security interest in any of the assets of the Pledgor except as contemplated by this Bond Pledge and Security Agreement; and and (f) the pledge, assignment and delivery of the Pledged Bonds pursuant to this Bond Pledge and Security Agreement creates will create a valid first lien on and a first perfected security interest in, all right, title or interest of the Pledgor in or to the Pledged CollateralBonds, and the proceeds thereof, subject to no prior pledge, lien, mortgage, hypothecation, security interest, charge, option or encumbrance except or to any agreement purporting to grant to any third party a security interest in the Existing Regions Security Documentsproperty or assets of the Pledgor which would include the Pledged Bonds. The Pledgor covenants and agrees that it will defend the Bank’s right, title and security interest in and to the Pledged Bonds and the proceeds thereof against the claims and demands of all Persons whomsoever; and covenants and agrees that it will have like title to and the right to pledge any other property at any time hereafter pledged to the Bank as Collateral hereunder and will likewise defend the Bank’s right thereto and security interest therein.

REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE PLEDGOR. The Pledgor represents and warrants to the Secured Parties that: that (a) it owns 100% of the issued and outstanding capital stock of each Subsidiary listed on Schedule I hereto (except with respect to ePacific Incorporated, a Delaware corporation ("ePacific"), in which Pledgor owns the capital stock of ePacific as set forth on Schedule I hereto); (b) it is the legal legal, record and beneficial owner of, and has good and, subject to applicable securities laws described in Section 10 hereof, marketable title to, the Initial Pledged Interests and the Pledged Interests are Stock, subject to no other pledge, lien, mortgage, hypothecation, security interest, charge, shareholders agreementoption, voting trust or similar arrangement, proxy, option proxy or other encumbrance whatsoever, except the existing lien and security interest created by this Agreement and those created by the Existing Regions Security Documents; (b) the Pledged Interests constitute all Stock Pledge Agreements of the outstanding membership interests even date herewith executed by Pledgor in favor of the Companies Bank Agent and have been duly and validly issued, are fully paid and non-assessableTravelers; (c) it is duly organized, validly existing and in good standing under the Pledgor laws of its jurisdiction of incorporation and has full power, authority and legal right to pledge all the Initial Pledged Interests Stock pursuant to this Agreement; (d) this Agreement has been duly authorized, executed and delivered by the Pledgor and constitutes a legal, valid and binding obligation of the Pledgor Pledgor, and is enforceable in accordance with its terms; (e) no consent of any other party (including, without limitation, the stockholders or creditors of the Pledgor) and no consent, license, permit, approval or authorization of, exemption by, notice or report to, or registration, filing or declaration with, any governmental authority authority, domestic or any other Person or entity foreign, is required to be obtained by the Pledgor or Agent in connection with the execution, delivery or performance of this AgreementAgreement or the pledge of such shares hereunder, in each case which has not been obtained or made, as the case may be, and is not in full force and effect; (f) to its best knowledge after due investigation, the execution, delivery and performance of this Agreement will not violate any provision of any applicable law, or of any material mortgage, indenture, lease, contract, or other agreement, instrument or undertaking to which Pledgor is a party or which purports to be binding upon Pledgor or upon any of its assets and will not result in the creation or imposition of any lien, charge or encumbrance on or security interest in any of the assets of Pledgor except as contemplated by this Agreement or the Purchase Documents; (g) all the shares of the Initial Pledged Stock have been duly and validly issued, are fully paid and non-assessable and have not been issued in violation of any preemptive or other rights of any Person; (h) the Pledgor has not created any options, warrants, rights, calls, commitments, plans, contracts or other agreements of any character, which provide for the purchase, issuance, transfer or control of any shares of capital stock of any Issuer pledged hereby; and (fi) the pledge, assignment and delivery of such Initial Pledged Stock pursuant to this Agreement creates constitutes and, provided Agent retains possession of the Initial Pledged Stock, at all times (disregarding, however the effects of the change in any law relating to the pledge of stock generally) will constitute a valid first lien on and a first perfected security interest in such shares of the Initial Pledged CollateralStock, and the proceeds thereof, subject to no prior pledge, lien, mortgageor to any agreement purporting to grant to any third party other than Agent a security interest in or control of the property or assets of the Pledgor which would include the Initial Pledged Stock. Pledgor covenants and agrees that at its expense it will defend the right, hypothecationtitle and security interest of Agent in and to the Pledged Stock and the proceeds thereof against the claims and demands of all Persons whomsoever; and covenants and agrees that it will have like title to and right to pledge any other property at any time hereafter pledged to Agent, as Collateral hereunder and will likewise defend the right of Agent and the Purchasers thereto and security interestinterest therein. Notwithstanding anything to the contrary contained in this Section 15, chargeall of the capital stock of ePacific owned by Pledgor is subject to a Stockholders' Agreement dated as of March 30, option or encumbrance except 2000 which provides, among other things, that no stockholder of ePacific may effect certain sales of such securities without affording the Existing Regions Security Documentsother stockholders of ePacific a right to participate in each such sale and no party to such Stockholders' Agreement may assign its rights thereunder without the prior written consent of the other parties thereto.

REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE PLEDGOR. The Pledgor represents and warrants to the Secured Parties that: (a) on the Pledgor is date of delivery to the legal record and beneficial owner ofBank (or to the Custodian for the benefit of the Bank, and has good title toas the case may be) of any Company Bonds described herein, neither the Issuer, the Pledged Interests Tender Agent, the Remarketing Agent (as defined in the Indenture) nor the Trustee will have any right, title or interest in and to the Pledged Interests are subject to no other pledge, lien, mortgage, hypothecation, security interest, charge, shareholders agreement, voting trust or similar arrangement, proxy, option or other encumbrance whatsoever, except the security interest created by this Agreement and the Existing Regions Security DocumentsCompany Bonds; (b) it has, and on the Pledged Interests constitute all date of delivery to or for the benefit of the outstanding membership interests Bank of the Companies and have been duly and validly issuedany Company Bonds will have, are fully paid and non-assessable; (c) the Pledgor has full power, authority and legal right to pledge all of its right, title and interest in and to the Pledged Interests Company Bonds pursuant to this Revenue Bond Pledge Agreement; (dc) this Revenue Bond Pledge Agreement has been duly authorized, executed and delivered by the Pledgor and constitutes a the legal, valid and binding obligation of the Pledgor enforceable in accordance with its terms; (ed) no consent of any other party (including, without limitation, any shareholders or creditors of the Pledgor) and no consent, license, permit, approval or authorization of, exemption by, notice or report to, or registration, filing or declaration with, any governmental authority Governmental Authority, domestic or any other Person or entity foreign, is required to be obtained by the Pledgor in connection with the execution, delivery or performance of this Revenue Bond Pledge Agreement; (e) the execution, delivery and performance of this Revenue Bond Pledge Agreement will not violate any provision of any applicable law, rule or regulation or of any order, judgment, writ, award or decree of any court, arbitrator or other Governmental Authority, domestic or foreign, or of the certificate of incorporation or by-laws of the Pledgor or of any securities issued by the Pledgor or any of its Subsidiaries, or of any mortgage, indenture, lease, contract, or other agreement, instrument or undertaking to which the Pledgor or any of its Subsidiaries is a party or which purports to be binding upon the Pledgor or any of its Subsidiaries or upon any of their respective assets, and will not result in the creation or imposition of any Lien on any of the assets of the Pledgor or any of its Subsidiaries except as contemplated by this Revenue Bond Pledge Agreement; and (f) the pledge, assignment and delivery of such Company Bonds pursuant to this Revenue Bond Pledge Agreement creates will create a valid first Lien on, and a first perfected security interest in, all right, title and interest of the Pledgor in or to such Company Bonds and the Pledged Collateralproceeds thereof, subject to no prior pledgeLien or to any agreement purporting to grant to any third party a Lien in the property or assets of the Pledgor which could include the Company Bonds. The Pledgor covenants and agrees that it will defend the Bank’s right, lien, mortgage, hypothecation, security interest, charge, option or encumbrance except title and Lien in and to the Existing Regions Security DocumentsCompany Bonds and the proceeds thereof against the claims and demands of all Persons whomsoever; and covenants and agrees that it will have like title to and right to pledge any other property at any time hereafter pledged to the Bank as Collateral hereunder and will likewise defend the Bank’s right thereto and Lien therein.

REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE PLEDGOR. The Pledgor represents and warrants to the Secured Parties that: that (a) the Pledgor it is the legal legal, record and beneficial owner of, and has good and, subject to applicable securities laws described in Section 10 hereof, marketable title to, the Initial Pledged Interests and the Pledged Interests are Stock, subject to no other pledge, lien, mortgage, hypothecation, security interest, charge, shareholders agreementoption, voting trust or similar arrangement, proxy, option proxy or other encumbrance whatsoever, except the existing lien and security interest created by this Agreement and the Existing Regions Security DocumentsAgreement; (b) it is duly organized, validly existing and in good standing under the Pledged Interests constitute all laws of the outstanding membership interests its jurisdiction of the Companies incorporation and have been duly and validly issued, are fully paid and non-assessable; (c) the Pledgor has full power, authority and legal right to pledge all the Initial Pledged Interests Stock pursuant to this Agreement; (dc) this Agreement has been duly authorized, executed and delivered by the Pledgor and constitutes a legal, valid and binding obligation of the Pledgor Pledgor, and is enforceable in accordance with its terms; (ed) no consent of any other party (including, without limitation, the stockholders or creditors of the Pledgor) and no consent, license, permit, approval or authorization of, exemption by, notice or report to, or registration, filing or declaration with, any governmental authority authority, domestic or any other Person or entity foreign, is required to be obtained by the Pledgor or the Pledgee in connection with the execution, delivery or performance of this AgreementAgreement or the pledge of such shares hereunder, in each case which has not been obtained or made, as the case may be, and is not in full force and effect; (e) to its best knowledge after due investigation, the execution, delivery and performance of this Agreement will not violate any provision of any applicable law, or of any material mortgage, indenture, lease, contract, or other agreement, instrument or undertaking to which Pledgor is a party or which purports to be binding upon Pledgor or upon any of its assets and will not result in the creation or imposition of any lien, charge or encumbrance on or security interest in any of the assets of Pledgor except as contemplated by this Agreement or the Credit Documents; (f) all the shares of the Initial Pledged Stock have been duly and validly issued, are fully paid and non-assessable and have not been issued in violation of any preemptive or other rights of any Person; (g) the Pledgor has not created any options, warrants, rights, calls, commitments, plans, contracts or other agreements of any character, which provide for the purchase, issuance, transfer or control of any shares of capital stock of Issuer pledged hereby; and (fh) the pledge, assignment and delivery of such Initial Pledged Stock pursuant to this Agreement creates constitutes and, provided Pledgee retains possession of the Initial Pledged Stock, at all times (disregarding, however the effects of the change in any law relating to the pledge of stock generally) will constitute a valid first lien on and a first perfected security interest in such shares of the Initial Pledged CollateralStock, and the proceeds thereof, subject to no prior pledge, lien, mortgageor to any agreement purporting to grant to any third party other than Pledgee a security interest in or control of the property or assets of the Pledgor which would include the Initial Pledged Stock. Pledgor covenants and agrees that at its expense it will defend the right, hypothecationtitle and security interest of the Pledgee in and to the Pledged Stock and the proceeds thereof against the claims and demands of all Persons whomsoever; and covenants and agrees that it will have like title to and right to pledge any other property at any time hereafter pledged to the Pledgee, as Collateral hereunder and will likewise defend the right of the Pledgee and the Beneficiaries thereto and security interest, charge, option or encumbrance except the Existing Regions Security Documentsinterest therein.

REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE PLEDGOR. The Pledgor represents and warrants to the Secured Parties that: (a) on the Pledgor is date of delivery to the legal record and beneficial owner ofBank of any Company Bonds described herein, and has good title toneither the Issuer, the Pledged Interests and Agent, the Pledged Interests are subject Remarketing Agent (as defined in the Indenture) nor the Trustee will have any right, title or interest in or to no other pledge, lien, mortgage, hypothecation, security interest, charge, shareholders agreement, voting trust or similar arrangement, proxy, option or other encumbrance whatsoever, except the security interest created by this Agreement and the Existing Regions Security DocumentsCompany Bonds; (b) it has, and on the Pledged Interests constitute all date of delivery to or for the benefit of the outstanding membership interests Bank of the Companies and have been duly and validly issuedany Company Bonds will have, are fully paid and non-assessable; (c) the Pledgor has full power, authority and legal right to pledge all of its right, title and interest in and to the Pledged Interests Company Bonds pursuant to this Revenue Bond Pledge Agreement; (dc) this Revenue Bond Pledge Agreement has been duly authorized, executed and delivered by the Pledgor and constitutes a the legal, valid and binding obligation of the Pledgor enforceable in accordance with its terms; (ed) no consent of any other party (including, without limitation, any shareholders or creditors of the Pledgor) and no consent, license, permit, approval or authorization of, exemption by, notice or report to, or registration, filing or declaration with, any governmental authority Governmental Authority, domestic or any other Person or entity foreign, is required to be obtained by the Pledgor in connection with the execution, delivery or performance of this Revenue Bond Pledge Agreement; (e) the execution, delivery and performance of this Revenue Bond Pledge Agreement will not violate any provision of any applicable law, rule or regulation or of any order, judgment, writ, award or decree of any court, arbitrator or other Governmental Authority, domestic or foreign, or of the certificate of incorporation or by-laws of the Pledgor or of any securities issued by the Pledgor or any of its Subsidiaries, or of any mortgage, indenture, lease, contract, or other agreement, instrument or undertaking to which the Pledgor or any of its Subsidiaries is a party or which purports to be binding upon the Pledgor or any of its Subsidiaries or upon any of their respective assets, and will not result in the creation or imposition of any Lien on any of the assets of the Pledgor or any of its Subsidiaries except as contemplated by this Revenue Bond Pledge Agreement; and (f) the pledge, assignment and delivery of such Company Bonds pursuant to this Revenue Bond Pledge Agreement creates will create a valid first Lien on, and a first perfected security interest in, all right, title and interest of the Pledgor in or to such Company Bonds and the Pledged Collateralproceeds thereof, subject to no prior pledgeLien or to any agreement purporting to grant to any third party a Lien in the property or assets of the Pledgor which could include the Company Bonds. The Pledgor covenants and agrees that it will defend the Bank’s right, lien, mortgage, hypothecation, security interest, charge, option or encumbrance except title and Lien in and to the Existing Regions Security DocumentsCompany Bonds and the proceeds thereof against the claims and demands of all Persons whomsoever; and covenants and agrees that it will have like title to and right to pledge any other property at any time hereafter pledged to the Bank as Collateral hereunder and will likewise defend the Bank’s right thereto and Lien therein.

REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE PLEDGOR. The Pledgor represents and warrants to the Secured Parties that: (a) on the Pledgor is date of delivery to the legal record Lender of any Borrower Bonds, neither the Issuer nor the Agent will have any right, title or interest in and beneficial owner of, and has good title to, to the Pledged Interests and the Pledged Interests are subject to no other pledge, lien, mortgage, hypothecation, security interest, charge, shareholders agreement, voting trust or similar arrangement, proxy, option or other encumbrance whatsoever, Borrower Bonds (except the security interest created by this Agreement and of the Existing Regions Security DocumentsAgent as agent for the Lender); (b) the Pledged Interests constitute all Pledgor has, and on the date of delivery to the outstanding membership interests Lender of the Companies and have been duly and validly issuedany Borrower Bonds will have, are fully paid and non-assessable; (c) the Pledgor has full power, authority and legal right to pledge all the Pledged Interests of its right, title and interest in and to such Borrower Bonds pursuant to this Agreement; (dc) this Agreement has been duly authorized, executed and delivered by the Pledgor and constitutes a legal, valid and binding obligation of the Pledgor enforceable in accordance with its termsterms (subject, as to enforceability, to limitations resulting from Bankruptcy, insolvency and other similar laws affecting creditors’ rights generally and principles of equity); (ed) no consent of any other party (including, without limitation, creditors of the Pledgor) and no consent, license, permit, approval or authorization of, exemption by, notice or report to, or registration, filing or declaration with, any governmental authority authority, domestic or any other Person or entity foreign, is required to be obtained by the Pledgor in connection with the execution, delivery or performance of this Agreement; (e) the execution, delivery and performance of this Agreement will not violate any provision of any applicable law or regulation or of any order, judgment, writ, award or decree of any court, arbitrator or governmental authority, domestic or foreign, or of any securities issued by the Pledgor, or of any mortgage, indenture, lease, contract, or other agreement, instrument or undertaking to which the Pledgor is a party or which purports to be binding upon the Pledgor or upon any of its assets and will not result in the creation or imposition of any lien, charge or encumbrance on or security interest in any of the assets of the Pledgor except as contemplated by this Agreement; and (f) the pledge, assignment and delivery of Borrower Bonds pursuant to this Agreement creates Agreement, and as provided in the Indenture, will create a valid first lien on and a first perfected security interest in all right, title or interest of the Pledged CollateralPledgor in or to such Borrower Bonds, and the proceeds thereof, subject to no prior pledge, lien, mortgage, hypothecation, security interest, charge, option or encumbrance except or to any agreement purporting to grant to any third party a security interest in the Existing Regions Security Documentsproperty or assets of the Pledgor which would include the Borrower Bonds. The Pledgor covenants and agrees that it will defend the Lender’s right, title and security interest in and to the Borrower Bonds and the proceeds thereof against the claims and demands of all persons whosoever; and covenants and agrees that it will have like title to and right to pledge any other property at any time hereafter pledged to the Lender as collateral hereunder and will likewise defend the Lender’s right thereto and security interest therein. The Pledgor shall be deemed to have represented and warranted to the Lender on each date that a drawing is made under the Letter of Credit that the statements contained herein are true and correct.

REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE PLEDGOR. The Pledgor represents and warrants to the Secured Parties that: (a) on the Pledgor is date of delivery to the legal record and beneficial owner ofBank of any Pledged Bonds described herein, and has good title toneither the Issuer, the Pledged Interests Remarketing Agent (as defined in the Indenture), the Tender Agent, nor the Trustee will have any right, title or interest in and to the Pledged Interests are subject to no other pledge, lien, mortgage, hypothecation, security interest, charge, shareholders agreement, voting trust or similar arrangement, proxy, option or other encumbrance whatsoever, except the security interest created by this Agreement and the Existing Regions Security DocumentsBonds; (b) it has, and on the date of delivery to the Bank of any Pledged Interests constitute all of the outstanding membership interests of the Companies and have been duly and validly issuedBonds will have, are fully paid and non-assessable; (c) the Pledgor has full power, authority and legal right to pledge all of its right, title and interest in and to the Pledged Interests Bonds pursuant to this Pledge Agreement; (dc) this Pledge Agreement has been duly authorized, executed and delivered by the Pledgor and constitutes a legal, valid and binding obligation of the Pledgor enforceable in accordance with its terms; (ed) no consent of any other party (including, without limitation, creditors of the Pledgor) and no consent, license, permit, approval or authorization of, exemption by, notice or report to, or registration, filing or declaration with, any governmental authority authority, domestic or any other Person or entity foreign, is required to be obtained by the Pledgor in connection with the execution, delivery or performance of this Pledge Agreement; (e) the execution, delivery and performance of this Pledge Agreement will not violate any provision of any applicable law or regulation or of any order, judgment, writ, award or decree of any court, arbitrator or governmental authority, domestic or foreign, or of any mortgage, indenture, lease, contract, or other agreement, instrument or undertaking to which the Pledgor is a party or which purports to be binding upon the Pledgor or upon its assets and will not result in the creation or imposition of any lien, charge or encumbrance on or security interest in any of the assets of the Pledgor except as contemplated by this Agreement; and (f) the pledge, assignment and del [ word unreadable] of such Pledged Bonds pursuant to this Pledge Agreement creates will create a valid first lien on and a first perfected security interest in, all right, title or interest of the Pledgor in or to such Pledged Bonds, and the Pledged Collateralproceeds thereof, subject to no prior pledge, lien, mortgage, hypothecation, security interest, charge, option or encumbrance except or to any agreement purporting to grant to any third party a security interest in the Existing Regions Security Documentsproperty or assets of the Pledgor which would include the Pledged Bonds. The Pledgor covenants and agrees that it will defend the Bank's right, title and security interest in and to the Pledged Bonds and the proceeds is thereof against the claims and demands of all persons whomsoever; and covenants and agrees that it will have like title to and right to pledge any other property at any time hereafter pledged to the Bank as Collateral hereunder and will likewise defend the Bank's right thereto and security interest therein.

REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE PLEDGOR. The Pledgor represents and warrants to the Secured Parties that: (a) on the Pledgor is date that any Bonds become Pledged Bonds, none of the legal record and beneficial owner ofBond Issuer, and has good title to, WRP nor the Bond Trustee (except in its capacity as the Bank's designated custodian to hold the Pledged Interests Bonds) will have any right, title or interest in and to the Pledged Interests are subject to no other pledge, lien, mortgage, hypothecation, security interest, charge, shareholders agreement, voting trust or similar arrangement, proxy, option or other encumbrance whatsoever, except the security interest created by this Agreement and the Existing Regions Security DocumentsBonds; (b) the Pledgor has, and on the date that such Bonds become Pledged Interests constitute all of the outstanding membership interests of the Companies and have been duly and validly issuedBonds will have, are fully paid and non-assessable; (c) the Pledgor has full power, authority and legal right to pledge all of its right, title and interest in and to the Pledged Interests Bonds pursuant to this Pledge Agreement; (dc) this Pledge Agreement has been duly authorized, executed and delivered by the Pledgor and constitutes a legal, valid and binding obligation of the Pledgor enforceable in accordance with its terms; (ed) no consent of any other party (including, without limitation, creditors of the Pledgor) and no consent, license, permit, approval or authorization of, exemption by, notice or report to, or registration, filing or declaration with, any governmental authority authority, domestic or any other Person or entity foreign, is required to be obtained by the Pledgor in connection with the execution, delivery or performance of this Pledge Agreement; (e) the execution, delivery and performance of this Pledge Agreement will not violate, in any material respect, any provision of any applicable law or regulation or of any order, judgment, writ, award or decree of any court, arbitrator or governmental authority, domestic or foreign, or of any mortgage, indenture, lease, contract, or other agreement, instrument undertaking to which the Pledgor is a party or which purports to be binding upon the Pledgor or upon its assets and will not result in the creation or imposition of any lien, charge or encumbrance on or security interest in any of the assets of the Pledgor except as contemplated by this Pledge Agreement; and (f) the pledge, assignment and delivery of such Pledged Bonds pursuant to this Pledge Agreement creates will create a valid first lien on and a first perfected security interest in, all right, title or interest of the Pledgor in or to such Pledged Bonds, and the Pledged Collateralproceeds thereof, subject to no prior pledge, lien, mortgage, hypothecation, security interest, charge, option or encumbrance except or to any agreement purporting to grant to any third party a security interest in the Existing Regions Security Documentsproperty or assets of the Pledgor which would include the Pledged Bonds. The Pledgor covenants and agrees that it will defend the Bank's right, title and security interest in and to the Pledged Bonds and the proceeds thereof against the claims and demands of all persons whomsoever; and covenants and agrees that it will have like title to and right to pledge any other property at any time hereafter pledged to the Bank as Collateral hereunder and will likewise defend the Bank's right thereto and security interest therein.

REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE PLEDGOR. The Pledgor represents and warrants to the Secured Parties that: (a) the Pledgor is the legal record and beneficial owner ofit has, and has on the date of delivery to the Agent of any Collateral will have, good and marketable title to, to the Pledged Interests Collateral and the Pledged Interests are subject to no other pledge, lien, mortgage, hypothecation, security interest, charge, shareholders agreement, voting trust or similar arrangement, proxy, option or other encumbrance whatsoever, except the security interest created by this Agreement and the Existing Regions Security Documents; (b) the Pledged Interests constitute all of the outstanding membership interests of the Companies and have been duly and validly issued, are fully paid and non-assessable; (c) the Pledgor has full power, authority and legal right to pledge all of its right, title and interest in and to the Pledged Interests Collateral pursuant to this Pledge Agreement; (db) this Pledge Agreement has been duly executed and delivered by the Pledgor and constitutes a legal, valid and binding obligation of the Pledgor enforceable in accordance with its terms; (ec) no consent of any other party (including, without limitation, creditors of the Pledgor) and no consent, license, permit, approval or authorization of, exemption by, notice or report to, to or registration, filing or declaration with, any governmental authority authority, domestic or any other Person or entity foreign, is required to be obtained by the Pledgor in connection with the execution, delivery or performance of this Pledge Agreement which has not been obtained; (d) the execution, delivery and performance of this Pledge Agreement will not violate any provision of any applicable Law, or of the articles of incorporation, by-laws or any shareholders agreement of the Pledgor or the Corporation or of any mortgage, indenture, lease, contract or other agreement, instrument or undertaking to which either Pledgor or the Corporation is a party or which purports to be binding upon the Pledgor or the Corporation or upon any of their respective assets and will not result in the creation or imposition of any Lien on any of the assets of the Pledgor or the Corporation except as contemplated by this Pledge Agreement; (e) there are no restrictions on the transferability of the Collateral to the Agent or with respect to the foreclosure and transfer thereof by the Agent or, if there are any such restrictions, any and all restrictions on such transferability have been duly waived with respect to this assignment, transfer, pledge, and grant of a security interest to the Agent and with respect to the foreclosure and transfer thereof by the Agent (or any necessary consents have been obtained); and (f) the pledge, assignment and delivery of such Collateral pursuant to this Pledge Agreement creates will create a valid security first Lien on all right, title and interest of the Pledgor in or to such Collateral, and the Pledged Collateralproceeds thereof, subject to no prior pledgeLien or to any agreement purporting to grant to any third party a Lien in the property or assets of the Pledgor which would include the Collateral other than Permitted Liens. The Collateral is fully paid and nonassessable. The Pledgor covenants and agrees that it will defend the Agent’s right, lien, mortgage, hypothecation, security interest, charge, option or encumbrance except title and Lien on the Existing Regions Security DocumentsCollateral and the proceeds thereof against the claims and demands of all Persons whomsoever; and covenants and agrees that it will have like title to and the right to pledge any other property at any time hereafter pledged to the Agent as collateral hereunder and will likewise defend the Agent’s right thereto and Lien thereon.