EXHIBIT
      10.5

    


    Form
      of
      Guaranty and Pledge Agreement, dated as of November 19, 2007, entered into
      by
      National Cinemas, Inc. in favor of Silar Advisors, L.P.

     

    
      
        
        

      

      
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    GUARANTY
      AND PLEDGE AGREEMENT (NAC)

    


    


    THIS
      GUARANTY AND PLEDGE AGREEMENT (NAC), dated as of November 19, 2007 (as amended,
      supplemented and otherwise modified from time to time, this “NAC
      Guaranty”),
      is
      made by and between National Cinemas, Inc., a corporation organized under the
      laws of the State of Delaware (together with its successors and assigns,
“NAC
      Guarantor”),
      and
      Silar Advisors, L.P. (together with its successors and assigns, “Silar”),
      in
      its capacity as Agent under the Master Loan Agreement (each as hereinafter
      defined).

     

    RECITALS

    


    A. Pursuant
      to the Master Loan and Security Agreement, dated as of even date herewith (as
      amended, supplemented or otherwise modified from time to time, the “Master
      Loan Agreement”),
      among
      iDNA Cinemas Holdings Inc., a corporation organized under the laws of the State
      of Delaware (together with its successors and assigns, the “Borrower”),
      Silar, and such other Persons as may be named therein as “Lenders” (Silar and
      such other Persons, as “Lenders” under the Master Loan Agreement, are
      hereinafter referred to as “Lenders”)
      and
      Silar as administrative, payment and collateral agent for itself, as a Lender,
      and for the other Lenders (in such capacities and including its successors
      and
      assigns, “Agent”),
      the
      Borrower has agreed to pledge to Agent, on behalf of itself and the Lenders
      under the Master Loan Agreement, certain securities subject to the conditions
      set forth therein.

     

    B. As
      of the
      date hereof, the Borrower will contribute to NAC Guarantor a portion of the
      loan
      proceeds received by the Borrower under the Master Loan Agreement in order
      to
      enable NAC Guarantor to repay on the date hereof a portion of the intercompany
      account or obligations currently owing by NAC Guarantor to IDNA, Inc., a
      corporation organized under the laws of the State of Delaware.

     

    C. As
      of the
      date hereof, NAC Guarantor will derive a substantial direct and indirect benefit
      from the loan to be made to the Borrower pursuant to the Master Loan Agreement.
      To induce Silar to enter into the Master Loan Agreement and for other good
      and
      valuable consideration, the receipt and sufficiency of which are hereby
      acknowledged, NAC Guarantor has agreed (subject to certain limitations) to
      pledge and grant to Agent, on behalf of itself and the Lenders under the Master
      Loan Agreement, a security interest in the Pledged Collateral (as defined
      herein).

     

    D. It
      is a
      condition precedent to the obligation of the Lenders to make the loan to the
      Borrower under the Master Loan Agreement that NAC Guarantor shall have executed
      and delivered to Agent this NAC Guaranty.

     

    NOW,
      THEREFORE, for good and valuable consideration, receipt of which by the parties
      hereto is hereby acknowledged, the parties hereto hereby agree as
      follows:

     

    
      
        
        

      

      
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    1. Defined
      Terms. 

    


    (a)
      Unless otherwise defined herein, terms defined in the Master Loan Agreement
      and
      used herein shall have the meanings given to them in the Master Loan
      Agreement.

    


    “Borrower
      Obligations”
shall
      mean the Obligations, as defined in the Master Loan Agreement.

     

    “Company”
means
      Angelika Film Centers LLC, a limited liability company organized under the
      laws
      of the State of Delaware.

     

    “Company
      LLC Agreement”
means
      that certain Limited Liability Company Agreement, dated as of August 27, 1996,
      between Angelika Cinemas, Inc. (“Angelika”)
      and
      Sutton Hill Associates (“Sutton
      Hill”)
      with
      respect to Company, as the same has been or hereafter may be amended, restated,
      supplemented or otherwise modified.

     

    “Debtor
      Relief Law”
shall
      mean, collectively, the Bankruptcy Code and all other United States or foreign
      applicable liquidation, conservatorship, bankruptcy, moratorium, rearrangement,
      receivership, insolvency, reorganization or similar debtor relief laws from
      time
      to time in effect affecting the rights of creditors generally, as amended from
      time to time.

     

    “Excluded
      Contract”
means
      any Contract that, by its terms or applicable law, is not
      assignable.

     

    “Excluded
      Contract Right”
means
      any right under any Contract that, pursuant to the terms of such Contract,
      may
      not be assigned.

     

    “Excluded
      Property”
means,
      collectively, (a) the Membership Interest, (b) any and all Excluded Contracts
      and Excluded Contract Rights, (c) all products and proceeds of or from any
      of
      the foregoing, and (d) any and all books and records related to any of the
      foregoing.

     

    “Expiration
      Date”
shall
      have the meaning set forth in Section
      2(d)
      hereof.

     

    “Lien”
shall
      mean any mortgage, pledge, security interest, encumbrance, lien or charge of
      any
      kind (including any agreement to give any of the foregoing, any conditional
      sale
      or other title retention agreement or any lease in the nature thereof), or
      any
      other arrangement pursuant to which title to the property is retained by or
      vested in some other Person for security purposes.

     

    “Membership
      Interest”
shall
      mean NAC Guarantor’s fifty percent (50%) membership interest in the Company,
      including, without limitation, (a) NAC Guarantor’s right to capital in the
      Company, (b) NAC Guarantor’s interest in all profits, interest, income,
      surpluses, losses and assets in the Company and all distributions by the Company
      (including distributions to which NAC Guarantor shall at any time be entitled
      in
      respect of such membership interest), and (c) NAC Guarantor’s right to interest
      payments and amounts of any nature due or to become due to NAC Guarantor in
      respect of such membership interest, whether as contractual obligations,
      damages, insurance proceeds or otherwise.

     

    
      
        
        

      

      
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    “Obligations”
shall
      mean the obligations and liabilities of the Borrower and NAC Guarantor to Agent
      and the Lenders (including, without limitation, the obligations whether direct
      or indirect, absolute or contingent, due or to become due, or now existing
      or
      hereafter incurred) that may arise under, or out of or in connection with the
      Master Loan Agreement, this NAC Guaranty or any other Loan Documents, whether
      on
      account of covenants, interest, principal, reimbursement obligations, fees,
      indemnities, costs, expenses (including, without limitation, all reasonable
      fees
      and disbursements of counsel to Agent that are required to be paid by the
      Borrower or NAC Guarantor pursuant to the terms of the Master Loan Agreement
      or
      this NAC Guaranty, respectively).

     

    “Pledged
      Collateral”
shall
      have the meaning assigned thereto in Section
      3(a)
      hereof.

     

    “Permitted
      Liens”
shall
      mean all (a) Liens created pursuant to the terms of the Loan Documents or
      otherwise arising in favor of Agent, for the benefit of itself and the Lender,
      (b) Liens imposed by law for taxes, assessments or charges of any Governmental
      Authority for claims not yet due or that are being contested in good faith
      by
      appropriate proceedings and with respect to which adequate reserves or other
      appropriate provisions are being maintained by NAC Guarantor in accordance
      with
      GAAP, (c) (i) statutory Liens of landlords and of carriers, warehousemen,
      mechanics, workmen, repairmen and/or materialmen, (ii) other Liens imposed
      by
      law or that arise by operation of law in the ordinary course of business from
      the date of creation thereof, in each case only for amounts not yet due or
      that
      are being contested in good faith by appropriate proceedings and with respect
      to
      which adequate reserves or other appropriate provisions are being maintained
      by
      NAC Guarantor in accordance with GAAP, (iii) zoning, building codes and other
      land use laws regulating the use or occupancy of NAC Guarantor’s real property
      or the activities conducted thereon that are imposed by any Governmental
      Authority having jurisdiction over such real property and that are not violated
      by the current use or occupancy of such real property or the operation of NAC
      Guarantor’s business thereon; and (iv) easements, covenants, conditions,
      restrictions and other similar matters of record affecting title to such real
      property that do not or would not materially impair the use or occupancy of
      such
      real property in the operation of the business conducted thereon, (d) Liens
      incurred or deposits made in the ordinary course of business (including, without
      limitation, surety bonds and appeal bonds) to secure the performance of tenders,
      bids, leases, contracts (other than for the repayment of Indebtedness),
      statutory obligations and other similar obligations, and
      (e)
      deposits and bonds provided under any lease.

     

    “Person”
      shall
      mean an individual, a partnership, a corporation, a limited liability company,
      a
      business trust, a joint stock company, a trust, an unincorporated association,
      a
      joint venture, a Governmental Authority or any other entity of whatever
      nature.

     

    
      
        
        

      

      
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    “UCC”
shall
      mean the Uniform Commercial Code as in effect in the State of New York at the
      relevant time; provided,
      that
      if, by reason of mandatory provisions of law, the validity or perfection of
      Agent’s security interest in any item of Pledged Collateral or the effect of
      perfection or non-perfection of the security interest in any item of Pledged
      Collateral is governed by the Uniform Commercial Code as in effect in a
      jurisdiction other than New York, “UCC” shall mean the Uniform Commercial Code
      as in effect in such other jurisdiction for purposes of the provisions hereof
      relating to such validity or perfection or effect of perfection or
      non-perfection.

     

    (b)
      The
      words “hereof”, “herein” and “hereunder” and words of similar import when used
      in this NAC Guaranty shall refer to this NAC Guaranty as a whole and not to
      any
      particular provision of this NAC Guaranty, and section and paragraph references
      are to this NAC Guaranty unless otherwise specified.

     

    (c)
      The
      meanings given to terms defined herein shall be equally applicable to both
      the
      singular and plural forms of such terms.

     

    2.
      Guaranty.
      

     

    (a)
      NAC
      Guarantor hereby, unconditionally and irrevocably guarantees to Agent the prompt
      and complete payment and performance by Borrower when due (whether at the stated
      maturity, by acceleration or otherwise) of the Borrower
      Obligations.

     

    (b)
      NAC
      Guarantor further agrees to pay any and all reasonable expenses (including,
      without limitation, all reasonable fees and disbursements of counsel) that
      may
      be paid or incurred by Agent in enforcing any rights with respect to, or
      collecting, any or all of the Obligations and/or enforcing any rights with
      respect to, or collecting against, NAC Guarantor under this NAC Guaranty unless,
      and to the extent, NAC Guarantor is the prevailing party in any dispute, claim
      or action relating thereto. This NAC Guaranty shall remain in full force and
      effect until the Obligations are paid in full, notwithstanding that from time
      to
      time prior thereto the Borrower may be free from any Obligations.

    


    (c) No
      payment or payments made by Borrower, NAC Guarantor, any other guarantor or
      any
      other Person or received or collected by Agent from Borrower, NAC Guarantor,
      any
      other guarantor or any other Person by virtue of any action or proceeding or
      any
      set-off or appropriation or application at any time or from time to time in
      reduction of or in payment of the Obligations shall be deemed to modify, reduce,
      release or otherwise affect the liability of NAC Guarantor hereunder except
      to
      the extent of the reduction of the Obligations as a consequence thereof. NAC
      Guarantor shall remain liable for the Obligations until the date the Obligations
      are satisfied and paid in full (such date, the “Expiration
      Date”).

    


    
      
        
        

      

      
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    (d) NAC
      Guarantor agrees that whenever, at any time, or from time to time, it shall
      make
      any payment to Agent on account of NAC Guarantor’s liability hereunder, it will
      notify Agent in writing that such payment is made under this NAC Guaranty for
      such purpose, but the failure of NAC Guarantor to provide such notice shall
      not
      impair the effectiveness of such payment to reduce the Obligations.

     

    3. Pledge
      of Collateral.

    


    (a) Pledged
      Collateral. As collateral security for the prompt satisfaction and performance
      of the Obligations, NAC Guarantor hereby pledges, collaterally assigns and
      hypothecates to Agent, and hereby grants to Agent, for the benefit of itself
      as
      a Lender and the other Lenders, a lien on and first priority security interest
      in, all of NAC Guarantor’s right, title and interest in, to and under the
      following, whether now owned by NAC Guarantor or hereafter acquired and whether
      now existing or hereafter coming into existence and wherever located (all being
      collectively referred to herein as the “Pledged
      Collateral”),
      excepting, in each case, any of the following that constitute Excluded
      Property:

     

    (i) all
      of
      NAC Guarantor’s tangible personal property, including, without limitation, all
      present and future Goods, Inventory and Equipment (including items of equipment
      that are or become Fixtures), Computer Hardware and Software, now owned or
      hereafter acquired and all of NAC Guarantor’s real property, including leasehold
      interests, now owned or hereafter acquired;

    


    (ii) all
      of
      NAC Guarantor’s intangible personal property, including, without limitation, all
      present and future Accounts, securities, Contract Rights, Permits, General
      Intangibles, Chattel Paper, Investment Property, Intellectual Property,
      Documents, Instruments, Deposit Accounts, Letter-of-Credit Rights and Supporting
      Obligations, rights to the payment of money or other forms of consideration
      of
      any kind, tax refunds, insurance proceeds (including, without limitation,
      proceeds of any life insurance policy), now owned or hereafter acquired, and
      all
      intangible and tangible personal property relating to or arising out of any
      of
      the foregoing, including, but not limited to, the following:

    


    (A) all
      right, title and interest of NAC Guarantor in and to any Blocked Account
      established by NAC Guarantor pursuant to the terms of the Loan Documents,
      including all funds, items, instruments, investments, securities and other
      things of value at any time paid, deposited, credited or held in or in transit
      to such Blocked Account; 

     

    
      
        
        

      

      
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    (B) all
      policies of insurance (including without limitation, casualty and hazard
      insurance and policies of owner’s or mortgagee’s title insurance), or rights as
      loss payee or endorsee thereof, and escrow agreements, all tax, insurance,
      security or other deposits, including rights in respect of letters of credit
      evidencing or securing any such deposit;

    


    (C) all
      contract rights, accounts, rights to payment of money and general intangibles,
      relating to such documents and contracts described in (A) and (B) above and
      as
      to all such collateral described in (A) and (B) above whether now existing
      or
      hereafter at any time acquired or arising; and

    


    (iii)
      any
      and all additions to any of the foregoing, and any and all replacements,
      products and proceeds (including insurance proceeds) of any of the
      foregoing.

    


    Capitalized
      terms used in this Section
      3(a)
      but not
      defined in this NAC Guaranty or the Master Loan Agreement shall have the
      meanings given to such terms in the UCC. 

    


    (b)
      NAC
      Guarantor shall promptly notify Agent of any Commercial Tort Claims in which
      NAC
      Guarantor has an interest arising after the Closing Date and shall provide
      all
      necessary information concerning each such Commercial Tort Claim and make all
      necessary filings with respect thereto to perfect Agent’s first priority
      security interest therein.

    


    (c)
      NAC
      Guarantor has full right and power to grant to Agent, for the benefit of itself
      and the other Lenders, a perfected, first priority security interest and Lien
      on
      NAC Guarantor’s right, title and interest in and to and upon the Pledged
      Collateral pursuant to this NAC Guaranty, subject to the following sentence.
      Upon the execution and delivery of this NAC Guaranty, and upon the filing of
      the
      necessary financing statements and/or appropriate filings and/or delivery of
      the
      necessary certificates evidencing an equity interest, control and/or possession,
      as applicable, without any further action, Agent will have a good, valid and
      first priority perfected Lien and security interest in NAC Guarantor’s right,
      title and interest in and to and upon the Pledged Collateral, subject to no
      transfer or other restrictions or Liens of any kind in favor of any other
      Person, other than Permitted Liens. As of the Closing Date, no financing
      statement relating to any of the Pledged Collateral is on file in any public
      office except those on behalf of Agent. As of the Closing Date, NAC Guarantor
      is
      not party to any agreement, document or instrument that conflicts with this
      provision.

    


    (d)
      Delivery
      of Share Certificates. NAC Guarantor shall promptly deliver to Agent (i) share
      certificates or other instruments representing any certificated securities
      acquired or received by NAC Guarantor after the date of this NAC Guaranty and
      (ii) a stock power duly executed in blank by NAC Guarantor. If at any time
      Agent
      notifies NAC Guarantor that it requires additional stock powers endorsed in
      blank, NAC Guarantor shall promptly execute in blank and deliver the requested
      power(s) to Agent.

    


    
      
        
        

      

      
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    4.
      Representations
      and Warranties of NAC Guarantor.
      NAC
      Guarantor hereby represents and warrants that:

    


    (a)
      It
      is
      duly organized and validly existing in good standing under the laws of the
      State
      of Delaware and is duly qualified to do business and is in good standing in
      every other jurisdiction as to which the nature of the business conducted by
      it
      makes such qualification necessary, except where the failure to be so qualified
      would reasonably be expected to have a Material Adverse Effect on NAC Guarantor.
      The organizational number of NAC Guarantor is 3091796.

    


    (b)
      It
      has
      the full power, authority and legal right to execute and deliver this NAC
      Guaranty and perform its obligations hereunder. This NAC Guaranty has been
      duly
      authorized, executed and delivered by it, has not been amended, supplemented
      or
      otherwise modified, is in full force and effect and is the legal, valid and
      binding obligation of NAC Guarantor, enforceable against it in accordance with
      its terms, except as may be limited by bankruptcy, insolvency, reorganization,
      moratorium or other similar laws relating to or affecting the rights of
      creditors generally and to the application of general principles of equity
      (regardless of whether considered in a proceeding in equity or at
      law).

    


    (c)
      Neither
      the execution and delivery of this NAC Guaranty nor the consummation by NAC
      Guarantor of the transactions contemplated herein to be consummated by NAC
      Guarantor will conflict with or result in a breach of, or constitute a default
      under, NAC Guarantor’s charter or by-laws or any agreement or instrument (it
      being acknowledged and agreed that conflict with, breach of or default under
      the
      terms of the Blocked Account Agreement shall not constitute a breach of this
      representation) to which NAC Guarantor is a party or by which NAC Guarantor
      or
      its property is bound, or (except for the liens created pursuant to this NAC
      Guaranty or the other the Loan Documents) result in the creation or imposition
      of any lien or encumbrance upon NAC Guarantor’s revenues or assets. Neither the
      execution and delivery of this NAC Guaranty nor the consummation by NAC
      Guarantor of the transactions contemplated herein to be consummated by NAC
      Guarantor requires any consent to be obtained by NAC Guarantor under any
      applicable law or regulation applicable to NAC Guarantor, any order, writ,
      injunction or decree of any court or governmental authority or agency binding
      upon NAC Guarantor or any agreement or instrument (it being acknowledged and
      agreed that any consent required to be obtained under the terms of the Blocked
      Account Agreement shall not constitute a breach of this representation) to
      which
      NAC Guarantor is a party or by which NAC Guarantor or its property is bound
      (other than (i) such consents as have heretofore been obtained, given or made,
      (ii) such filings as may be required in connection with the perfection of
      Agent’s security interest and (iii) such filings and consents as may be
      necessary to comply with applicable federal and state securities laws and such
      other laws as may be applicable to the performance of NAC Guarantor’s
      obligations hereunder).

     

    
      
        
        

      

      
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    (d)
      It
      has received and reviewed copies of the Loan Documents.

     

    (e)
      There
      is
      no action, suit or proceeding at law or in equity by or before any governmental
      authority, arbitral tribunal or other body now pending, or to the best of NAC
      Guarantor’s knowledge, threatened against or affecting NAC Guarantor or its
      property or the Pledged Collateral that would reasonably be expected to have
      a
      Material Adverse Effect on NAC Guarantor.

    


    (f)
      No
      authorizations, approvals or consents of, and no filings or registrations with,
      any governmental authority are necessary to be obtained or made by NAC Guarantor
      for its execution and delivery of this NAC Guaranty or its performance of its
      obligations hereunder, except for the filings of the UCC-1 financing statements
      (“UCC-1s”)
      referred to in Section
      4(g)
      hereof
      and such filings and consents as may be necessary to comply with applicable
      federal and state securities laws and such other laws as may be applicable
      to
      the performance of NAC Guarantor’s obligations hereunder.

    


    (g)
      Upon
      the
      filing of an appropriate UCC-1 in the office of the Secretary of State of the
      State of Delaware, the pledge and security interest created hereunder in NAC
      Guarantor’s right, title and interest in and to the Pledged Collateral in favor
      of Agent constitutes a first priority pledge (subject to Permitted Liens) of
      and
      security interest in and to all of NAC Guarantor’s right, title and interest in
      and to the Pledged Collateral in which a security interest therein may be
      perfected by such filing.

    


    (h)
      It
      is the
      sole owner of the Pledged Collateral pledged under Section
      3
      hereof
      free and clear of all claims, mortgages, pledges, liens, security interests
      and
      other encumbrances of any nature whatsoever (and, other than as provided in
      the
      Blocked Account Agreement, no right or option to acquire the same exists in
      favor of any other Person), except for Permitted Liens,
      and
      (except to Agent or Lender hereunder) NAC Guarantor agrees that it will not
      encumber or grant any security interest in or with respect to the Pledged
      Collateral or permit any of the foregoing, other than Permitted
      Liens.

     

    (i)
      In
      pledging the Pledged Collateral, NAC Guarantor does not have any actual intent
      to hinder, delay or defraud any entity to which NAC Guarantor is or is to become
      indebted.

    


    (j)
      It
      is
      solvent on the date hereof and will not become insolvent as a result of the
      pledge.

     

    (k)
      It
      does
      not intend to incur, or believe in respect of the pledge of the Pledged
      Collateral that it will incur, debts that would be beyond its ability to pay
      such debts as such debts mature.

     

    
      
        
        

      

      
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      (l)
        The Company LLC Agreement is
        genuine, and to the best of NAC Guarantor’s knowledge, is the legal, valid and
        binding obligation of the parties thereto enforceable against such parties
        in
        accordance with its terms except as the enforcement thereof may be limited
        by
        Debtor Relief Laws and the application of principles of equity, which may
        limit
        the availability of equitable remedies (whether in a proceeding at law or
        in
        equity). NAC Guarantor had legal capacity to enter into the Company LLC
        Agreement, and (assuming that it is legal, valid and binding and enforceable
        against the other parties thereto) the Company LLC Agreement constitutes
        a
        legal, valid, binding and enforceable obligation of NAC Guarantor, except
        as the
        enforcement thereof may be limited by Debtor Relief Laws and the application
        of
        principles of equity, which may limit the availability of equitable remedies
        (whether in a proceeding at law or in equity). To the best of NAC Guarantor’s
        knowledge, the Company LLC Agreement is in full force and effect, and the
        enforceability of the Company LLC Agreement has not been contested by NAC
        Guarantor or, to best of NAC Guarantor’s knowledge, any other
        Person.

    

     

    (m)
      Except
      as
      reflected therein or described in the next following sentence, the terms of
      the
      Company LLC Agreement have not been modified in any respect. To the best of
      NAC
      Guarantor’s knowledge (though not reflected in any written amendment to the
      Company LLC Agreement of which NAC Guarantor is aware) (a) FA, Inc.
      (“FA”),
      as
      successor in interest to Angelika, became a member in, and held the membership
      interest of Angelika in, the Company, (b) on or about September 1, 2000, Citadel
      Holding Corporation (“Citadel”)
      acquired from Sutton Hill its 16.66% membership interest in the Company; and
      (c)
      on or about December 31, 2001, FA, Reading Entertainment, Inc. (“REI”),
      Craig
      Corporation, Citadel and its wholly-owned subsidiaries consolidated into an
      entity that is named Reading International, Inc. and, as a consequence thereof,
      Reading International, Inc. became a member in, and the holder of a 50%
      membership interest in, the Company.

     

    (n) It
      is the
      sole owner of the Membership Interest, free and clear of all claims, mortgages,
      pledges, liens, security interests and other encumbrances of any nature
      whatsoever (and no right or option to acquire the same exists in favor of any
      other Person), other (i) than
      Permitted Liens
      and (ii)
      Liens created pursuant to the terms of, or existing as a consequence of, the
      Company LLC Agreement.

    


    5.
      Covenants
      of NAC Guarantor.
      NAC
      Guarantor hereby covenants and agrees that:

    


    (a)
      It
      shall
      pay and discharge all taxes now or hereafter imposed on it, on its income or
      profits, on any of its property or upon the liens or encumbrances provided
      herein prior to the date on which penalties attach thereto; provided, however,
      that NAC Guarantor shall be free to challenge the amount or validity of any
      taxes by appropriate proceedings. It shall promptly pay any valid, final
      judgment enforcing any such tax (subject to its right to appeal same) and cause
      the same to be satisfied of record and shall also pay, or cause to be paid,
      when
      due all valid claims for labor, material, supplies or services that, if unpaid,
      could by law result in a mechanics’ lien.

    


    (b)
      It
      shall
      notify Agent promptly upon obtaining knowledge of any material action, suit
      or
      proceeding at law or in equity by or before any government authority, arbitral
      tribunal or other body pending or threatened against it or the
      Company.

    


    
      
        
        

      

      
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    (c)
      It
      shall
      not (i) create, incur, assume or permit to exist any lien or encumbrance upon
      any of the Pledged Collateral, except for Permitted Liens, or (iii) create,
      incur, assume or permit to exist any lien or encumbrance (other than
(x) Permitted
      Liens
      and (y)
      Liens created pursuant to the terms of, or existing as a consequence of, the
      Company LLC Agreement)
      on the
      Membership Interest, including any income or proceeds of the Membership
      Interest.

     

    (d)
      It
      will
      not (i) vote to enable or take any other action to permit the Company to issue
      any additional membership interests or other equity securities or interests
      of
      any nature or to issue any other securities convertible into or granting the
      right to purchase or exchange for any membership interests or other equity
      securities or interests of the Company (with it being agreed and understood
      that
      the issuance of any membership interest or any of such other securities will
      not
      be deemed a breach hereof unless NAC Guarantor has voted in favor of such
      issuance or taken affirmative action to effectuate such issuance) action or
      (ii)
      sell, assign, transfer, exchange or otherwise dispose of, or grant any option
      with respect to, the Membership Interests.

     

    (e)
      It
      shall
      not file or cause to be filed with respect to the Company a voluntary petition
      in bankruptcy to seek relief for the Company under any provision of any
      bankruptcy, reorganization, moratorium, delinquency, arrangement, insolvency,
      readjustment of debt, dissolution or liquidation law of any jurisdiction,
      whether now or subsequently in effect, or consent to the filing of any petition
      against the Company under any such law, or consent to the appointment of or
      taking possession by a custodian, receiver, conservator, trustee, liquidator,
      sequestrator or similar official for the Company or of all or any part of
      Company’s property, or make an assignment for the benefit of creditors of the
      Company.

    


    (f)
      It shall
      fund (or cause iDNA or some other Person to fund) any request received from
      the
      Company for additional capital contributions to the Company if, and to the
      extent that, the failure to fund such additional capital contribution would
      result in the NAC Guarantor owning less than fifteen percent (15%) of all of
      the
      membership interests in the Company (with it being agreed and understood that
      NAC Guarantor shall be entitled to fund (or cause iDNA or some other Person
      to
      fund) a greater portion (including all) of any such request with the purpose
      of
      this clause (f) being to assure that the NAC Guarantor does not own less than
      fifteen percent (15%) of all of the membership interests in the Company but
      not
      to preclude the NAC Guarantor from owning a greater percentage of the membership
      interests in the Company). 

     

    (g)
      Company
      LLC Agreement.
      NAC
      Guarantor agrees that it shall not amend, nor consent to the amendment of,
      the
      Company LLC Agreement, without the prior written consent of Agent, which consent
      shall not be unreasonably withheld, delayed or conditioned. For purposes of
      the
      foregoing, any change in the ownership of membership interests in the Company
      or
      other change in the Company LLC Agreement effected without the affirmative
      consent or approval of NAC Guarantor shall not be deemed an amendment of the
      Company LLC Agreement.

     

    
      
        
        

      

      
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    6.
      Further
      Assurances; Remedies.
      In
      furtherance of the grant of the pledge and security interest pursuant to
Section
      3
      hereof,
      NAC Guarantor hereby agrees with Agent as follows:

     

    (a)
      Delivery
      and Other Perfection.
      NAC
      Guarantor shall:

    


    (i) with
      respect to any Pledged Collateral that is a security, if such Pledged Collateral
      is received by NAC Guarantor, forthwith either (x) transfer and deliver to
      Agent
      such security so received by NAC Guarantor (together with the certificates
      for
      any such security duly endorsed in blank or accompanied by undated powers of
      attorney duly executed in blank authorizing Agent to transfer ownership of
      such
      security to a third party), all of which thereafter shall be held by Agent,
      pursuant to the terms of this NAC Guaranty as part of the Pledged Collateral,
      or
      (y) take such other action as Agent shall reasonably request to duly record,
      enforce, grant and perfect the lien created hereunder in such security;
      and

     

    (ii) upon
      the
      reasonable request of Agent, give, execute, deliver, file and/or record any
      financing statement, continuation statement, notice, instrument, document,
      agreement or other papers that may be necessary or desirable to create,
      preserve, perfect or validate the security interest granted pursuant hereto
      or
      to enable Agent to exercise and enforce its rights hereunder with respect to
      such pledge and security interest; and, without limiting the generality of
      the
      foregoing, if any Pledged Collateral shall be evidenced by a promissory note
      or
      other instrument, NAC Guarantor shall deliver and pledge to Agent such note
      or
      instrument duly endorsed or accompanied by duly executed instruments of transfer
      or assignment, all in form and substance reasonably satisfactory to
      Agent.

     

    (b)
      Other
      Financing Statements and Liens.
      Without
      the prior consent of Agent, NAC Guarantor shall not file, or authorize to be
      filed or to be on file, in any jurisdiction, any financing statement or like
      instrument with respect to the Pledged Collateral in which Agent is not named
      as
      the sole secured party.

    


    (c)
      Preservation
      of Rights.
      Agent
      shall not be required to take any steps necessary to preserve any of the rights
      or interests of any Person in, to or under any of the Pledged
      Collateral.

     

    (d)
      Pledged
      Collateral.

     

    (i)
      Notwithstanding anything to the contrary herein or in the Master Loan Agreement
      or the Loan Documents, so long as no Default or Event of Default shall have
      occurred and be continuing, NAC Guarantor shall have the right to exercise
      all
      voting and corporate rights pertaining to the Pledged Collateral for all
      purposes not inconsistent with the terms of this NAC Guaranty, the Master Loan
      Agreement, the other Loan Documents or any documents referenced herein or
      therein; provided that (A) NAC Guarantor agrees that it will not vote the
      Pledged Collateral in any manner that is inconsistent with the terms of this
      NAC
      Guaranty, the Master Loan Agreement or the other Loan Documents and (B) so
      long
      as no Default or Event of Default has occurred and is continuing, Agent shall
      execute and deliver to NAC Guarantor or cause to be executed and delivered
      to
      NAC Guarantor all such proxies, powers of attorney, dividend and other orders,
      and all such instruments, without recourse, as NAC Guarantor may reasonably
      request for the purpose of enabling NAC Guarantor to exercise the rights and
      powers that it is entitled to exercise pursuant to this Section
      6(d).

    


    
      
        
        

      

      
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    (ii) NAC
      Guarantor recognizes and agrees that, subject to the terms of this NAC Guaranty
      and applicable law, the Agent has an absolute and unconditional right to
      liquidate the Pledged Collateral upon and during the continuation of an Event
      of
      Default. NAC Guarantor agrees not to seek any equitable or other relief to
      delay
      or prevent Agent from exercising its right to liquidate the Pledged Collateral
      upon and during the continuation of an Event of Default, subject to Agent’s
      complying with the terms of this NAC Guaranty and applicable law. 

     

    (e)
      Events
      of Default, Etc.
      During
      the period during which an Event of Default has occurred and is
      continuing:

    


    (i) Agent
      (to
      the extent of its security interest) shall have all of the rights and remedies
      with respect to the Pledged Collateral of a secured party under the UCC and
      such
      additional rights and remedies to which a secured party is entitled under the
      laws in effect in any jurisdiction where any rights and remedies hereunder
      may
      be asserted (including, without limitation, the right, to the maximum extent
      permitted by law, to exercise all voting, consensual and other powers of
      ownership pertaining to the Pledged Collateral as if Agent were the sole and
      absolute owner thereof (and NAC Guarantor agrees to take all such action as
      may
      be appropriate to give effect to such right));

     

    (ii) Agent
      may
      make any reasonable compromise or settlement with respect to any of the Pledged
      Collateral and may extend the time of payment, arrange for payment in
      installments or otherwise modify the terms of the sale or other disposition
      of
      any of the Pledged Collateral;

     

    (iii) Agent
      may, in its name or in the name of NAC Guarantor or otherwise, demand, sue
      for,
      collect or receive any money or property at any time payable or receivable
      on
      account of, or in exchange for, any of the Pledged Collateral, but shall be
      under no obligation to do so; and

     

    
      
        
        

      

      
        13

        
          

        

      

      
        
        

      

    

     

    
      (iv) Agent
        may, with respect to the Pledged Collateral or any part thereof that shall
        then
        be or shall thereafter come into the possession, custody or control of Agent
        or
        any of its agents, sell, lease, assign or otherwise dispose of all or any
        part
        of such Pledged Collateral, at such place or places as is commercially
        reasonable, and for cash or for credit or for future delivery (without thereby
        assuming any credit risk), at public or private sale, without demand of
        performance or notice of intention to effect any such disposition or of the
        time
        or place thereof (except such notice as is required above or by applicable
        statute and cannot be waived), and any Person may be the purchaser, lessee,
        assignee or recipient of any or all of the Pledged Collateral so disposed
        of at
        any public sale (or, to the extent permitted by law, at any private sale)
        and
        thereafter hold the same absolutely free from any claim or right of whatsoever
        kind, including any right or equity of redemption (statutory or otherwise),
        of
        NAC Guarantor, any such demand, notice and right or equity being hereby
        expressly waived and released. Agent may, without notice or publication,
        adjourn
        any public or private sale or cause the same to be adjourned from time to
        time
        by announcement at the time and place fixed for the sale, and such sale may
        be
        made at any time or place to which the sale may be so
        adjourned.

    

     

    To
      the
      extent all or any part of the Pledged Collateral shall include a security under
      the Securities Act of 1933, as amended (the “Securities
      Act”),
      NAC
      Guarantor recognizes that, by reason of certain prohibitions contained in the
      Securities Act, and applicable state securities laws, Agent may be compelled,
      with respect to any sale of all or any part of such security, to limit
      purchasers to those who will agree, among other things, to acquire such security
      for their own account, for investment and not with a view to the distribution
      or
      resale thereof. NAC Guarantor acknowledges that any such private sale may be
      at
      prices and on terms less favorable to Agent than those obtainable through a
      public sale without such restrictions, and, notwithstanding such circumstances,
      agrees that any such private sale shall be deemed to have been made in a
      commercially reasonable manner and that Agent shall have no obligation to engage
      in public sales and no obligation to delay the sale of any such security for
      the
      period of time necessary to permit the respective issuer thereof to register
      it
      for public sale.

     

    (f) Removals,
      Etc.
      Without
      at least thirty (30) days’ prior written notice to Agent, NAC Guarantor shall
      not either (i) change the name under which it does business from the name shown
      on the signature page hereto or (ii) change its state of incorporation.


     

    (g) Private
      Sale.
      Agent
      shall not incur any liability as a result of the sale of the Pledged Collateral,
      or any part thereof, at any private sale pursuant to Section
      6(e)
      hereof
      conducted in good faith and otherwise in compliance with applicable law. NAC
      Guarantor hereby waives any claims against Agent by reason of the fact that
      the
      price at which the Pledged Collateral may have been sold at such a private
      sale
      was less than the price that might have been obtained at a public sale or was
      less than the aggregate amount of the Obligations.

     

    
      
        
        

      

      
        14

        
          

        

      

      
        
        

      

    

     

    
      (h) Attorney-in-Fact.
        Agent
        is hereby appointed the attorney-in-fact of NAC Guarantor for the purpose
        of
        carrying out the provisions of this Section 6 during the period during
        which an Event of Default has occurred and is continuing. Upon the occurrence
        and during the continuance of any Event of Default, Agent may take any action
        and execute any instruments that Agent may deem necessary or advisable to
        accomplish the purposes hereof, which appointment as attorney-in-fact is
        irrevocable and coupled with an interest. Without limiting the generality
        of the
        foregoing, so long as Agent shall be entitled under this Section 6 to
        make collections in respect of the Pledged Collateral, Agent shall have the
        right and power to receive, endorse and collect all checks made payable to
        the
        order of NAC Guarantor representing any dividend, payment or other distribution
        in respect of the Pledged Collateral or any part thereof and to give full
        discharge for the same.

    

     

    (i)
      Termination.When all of the Obligations shall have been satisfied by
      payment in full, this NAC Guaranty shall terminate and Agent shall forthwith
      cause to be assigned, transferred and delivered, against receipt but without
      any
      recourse, warranty or representation whatsoever, any remaining Pledged
      Collateral and money received in respect thereof, to or on the order of NAC
      Guarantor; provided, however, that NAC Guarantor’s obligations
      under Sections 20 and 21 shall survive any such
      termination.

     

    (j) Expenses.
      NAC
      Guarantor agrees to pay all reasonable out-of-pocket expenses (including
      reasonable expenses for legal services of every kind) of or incident to the
      enforcement of any of the provisions of this NAC Guaranty, or performance by
      Agent of any obligations of NAC Guarantor in respect of the Pledged Collateral
      that NAC Guarantor has (for a period of at least five (5) Business Days after
      receipt of written request from Agent that the same be performed by NAC
      Guarantor) failed or refused to perform, or (after occurrence and during the
      continuation of an Event of Default) any actual or attempted sale, or any
      exchange, enforcement, collection, compromise or settlement in respect of any
      of
      the Pledged Collateral, and (after occurrence and during the continuation of
      an
      Event of Default) for the care of the Pledged Collateral and defending or
      asserting rights and claims of Agent in respect thereof, by litigation or
      otherwise.

     

    (k)
      Further
      Assurances.
      NAC
      Guarantor agrees to, from time to time upon the reasonable request of Agent,
      execute and deliver such further documents and do such other acts and things
      as
      such Agent may reasonably request in order to effectuate the purposes of this
      NAC Guaranty.

    


    7. Right
      of Set-off.
      Upon
      the occurrence and during the continuation of any Event of Default, NAC
      Guarantor hereby irrevocably authorizes Agent at any time and from time to
      time
      without notice to NAC Guarantor, any such notice being expressly waived by
      NAC
      Guarantor, to set-off and appropriate and apply any and all deposits (general
      or
      special, time or demand, provisional or final), in any currency, and any other
      credits, indebtedness or claims, in any currency, in each case whether direct
      or
      indirect, absolute or contingent, matured or unmatured, at any time held or
      owing by Agent to or for the credit or the account of NAC Guarantor, or any
      part
      thereof in such amounts as Agent may elect, against and on account of the
      obligations and liabilities of NAC Guarantor to Agent hereunder, in any
      currency, whether arising hereunder or under any Loan Document, as Agent may
      elect, whether or not Agent has made any demand for payment and although such
      obligations, liabilities and claims may be contingent or unmatured. Agent shall
      notify NAC Guarantor promptly of any such set-off and the application made
      by
      Agent; provided that the failure to give such notice shall not affect the
      validity of such set-off and application. The rights of Agent under this
Section
      7
      are in
      addition to other rights and remedies (including, without limitation, other
      rights of set-off) that Agent may have.

     

    
      
        
        

      

      
        15

        
          

        

      

      
        
        

      

    

     

    8. No
      Subrogation.
      Notwithstanding any payment or payments made by NAC Guarantor hereunder or
      any
      set-off or application of funds of NAC Guarantor by Agent, unless and until
      the
      Obligations are paid in full, NAC Guarantor shall not be (i) entitled to payment
      of any Indebtedness owing by the Borrower to NAC Guarantor or (ii) subrogated
      to
      any of the rights of Agent against the Borrower or any other guarantor or any
      collateral security or guarantee or right of offset held by Agent for the
      payment of the Obligations. In addition, NAC Guarantor shall not (unless and
      until the Obligations are paid in full) seek or be entitled to seek any
      contribution or reimbursement from the Borrower or any other guarantor in
      respect of payments made by NAC Guarantor hereunder. If any amount shall be
      paid
      to NAC Guarantor on account of such Indebtedness or subrogation rights at any
      time when all of the Obligations shall not have been paid and satisfied in
      full,
      such amount shall be held by NAC Guarantor in trust for Agent, segregated from
      other funds of NAC Guarantor and shall, forthwith upon receipt by NAC Guarantor,
      be turned over to Agent in the exact form received by NAC Guarantor (duly
      indorsed by NAC Guarantor to Agent, if required), to be applied against the
      Obligations, whether matured or unmatured, in such order as Agent may
      determine.

     

    9. Amendments,
      Etc. with Respect to the Obligations.
      NAC
      Guarantor shall remain obligated hereunder notwithstanding that, without any
      reservation of rights against NAC Guarantor and without notice to or further
      assent by NAC Guarantor, any demand for payment of any of the Obligations made
      by Agent may be rescinded by Agent and any of the Obligations continued, and
      the
      Obligations, or the liability of any other party upon or for any part thereof,
      or any collateral security or guarantee therefore or right of offset with
      respect thereto, may, from time to time, in whole or in part, be renewed,
      extended, amended, modified, accelerated, compromised, terminated, waived,
      surrendered or released by Agent, and the Master Loan Agreement and any other
      Loan Documents may (subject to the terms and conditions thereof) be amended,
      modified, supplemented or terminated, in whole or in part, as Agent may deem
      advisable from time to time, and (subject to the terms and conditions of any
      relevant agreement related thereto) any collateral security, guarantee or right
      of offset at any time held by Agent for the payment of the Obligations may
      be
      sold, exchanged, waived, surrendered or released. Agent shall not have any
      obligation to protect, secure, perfect or insure any lien at any time held
      by it
      as security for the Obligations or for this NAC Guaranty or any property subject
      thereto. When making any demand hereunder against NAC Guarantor, Agent may,
      but
      shall be under no obligation to, make a similar demand on the Borrower or any
      other guarantor, and any failure by Agent to make any such demand or to collect
      any payments from the Borrower or any such other guarantor or any release of
      such other guarantor shall not relieve NAC Guarantor of its obligations or
      liabilities hereunder, and shall not impair or affect the rights and remedies,
      express or implied, or as a matter of law, of Agent against NAC Guarantor.
      For
      the purposes hereof “demand” shall include the commencement and continuance of
      any legal proceedings.

     

    
      
        
        

      

      
        16

        
          

        

      

      
        
        

      

    

     

    10. Waiver
      of Rights.
      Except
      as otherwise expressly provided herein, NAC Guarantor waives any and all notice
      of any kind, including, without limitation, notice of the creation, renewal,
      extension or accrual of any of the Obligations, and notice of or proof of
      reliance by Agent upon this NAC Guaranty or acceptance of this NAC Guaranty,
      the
      Obligations, and any of them, shall conclusively be deemed to have been created,
      contracted or incurred, or renewed, extended, amended or waived, in reliance
      upon this NAC Guaranty; and all dealings between the Borrower and NAC Guarantor,
      on the one hand, and Agent, on the other hand, likewise shall be conclusively
      presumed to have been had or consummated in reliance upon this NAC Guaranty.
      NAC
      Guarantor waives diligence, presentment, protest, demand for payment and notice
      of default or nonpayment to or upon the Borrower or NAC Guarantor with respect
      to the Obligations. In addition, NAC Guarantor waives any requirement that
      Agent
      exhaust any right, power, remedy or proceeding against the Borrower.


     

    11. NAC
      Guaranty Absolute and Unconditional.
      NAC
      Guarantor understands and agrees that this NAC Guaranty shall be construed
      as a
      continuing, absolute and unconditional guarantee of the full and punctual
      payment and performance by the Borrower of the Borrower Obligations and not
      of
      their collectibility only and is in no way conditioned upon any requirement
      that
      Agent first attempt to collect any of the Borrower Obligations from the
      Borrower, without regard to (a) the validity, regularity or enforceability
      of
      the Master Loan Agreement or any other Loan Documents, any of the Borrower
      Obligations or any other collateral security therefore or guarantee or right
      of
      offset with respect thereto at any time or from time to time held by Agent,
      (b)
      any defense, set-off, deduction, abatement, recoupment, reduction or
      counterclaim (other than a defense of payment or performance) that may at any
      time be available to or be asserted by the Borrower against Agent, or (c) any
      other circumstance whatsoever (with or without notice to or knowledge of the
      Borrower or NAC Guarantor) that constitutes, or might be construed to
      constitute, an equitable or legal discharge of the Borrower from the Borrower
      Obligations, or of NAC Guarantor from this NAC Guaranty, in bankruptcy or in
      any
      other instance. When pursuing its rights and remedies hereunder against NAC
      Guarantor, Agent may, but shall be under no obligation to, pursue such rights,
      powers, privileges and remedies as it may have against the Borrower or any
      other
      Person or against the Pledged Collateral or any other collateral security or
      guarantee for the Borrower Obligations or any right of offset with respect
      thereto, and any failure by Agent to pursue such other rights or remedies or
      to
      collect any payments from the Borrower or any such other Person or to realize
      upon any such collateral security or guarantee or to exercise any such right
      of
      offset, or any release of the Borrower or any such other Person or any such
      collateral security, guarantee or right of offset, shall not relieve NAC
      Guarantor of any liability hereunder, and shall not impair or affect the rights,
      powers, privileges and remedies, whether express, implied or available as a
      matter of law or equity, of Agent against NAC Guarantor. This NAC Guaranty
      shall
      remain in full force and effect and be binding in accordance with and to the
      extent of its terms upon NAC Guarantor, and shall inure to the benefit of Agent,
      until all the Borrower Obligations and the obligations of NAC Guarantor under
      this NAC Guaranty shall have been satisfied by performance and payment in
      full.

     

    
      
        
        

      

      
        17

        
          

        

      

      
        
        

      

    

     

    12. Reinstatement.
      This
      NAC Guaranty shall continue to be effective, or be reinstated, as the case
      may
      be, if at any time payment, or any part thereof, of any of the Obligations
      is
      rescinded or must otherwise be restored or returned by Agent upon the
      insolvency, bankruptcy, dissolution, liquidation or reorganization of the
      Borrower or NAC Guarantor, or upon or as a result of the appointment of a
      receiver, intervenor or conservator of, or trustee or similar officer for,
      the
      Borrower or NAC Guarantor or any substantial part of its property, or otherwise,
      all as though such payments had not been made.

     

    13. Payments.
      NAC
      Guarantor hereby guarantees that payments hereunder will be paid to Agent
      without deduction, abatement, recoupment, reduction, set-off or counterclaim,
      in
      U.S. Dollars and in accordance with the wiring instructions of
      Agent.

     

    14. Notices.
      Except
      as provided herein, all notices, requests and other communications required
      or
      permitted by this NAC Guaranty (including, without limitation, any modifications
      of, or waivers, requests or consents under, this NAC Guaranty) shall be in
      writing and shall be effective and deemed delivered only when received by the
      party to which it is sent to the intended recipient at the “Address for Notices”
specified on the signature page hereto; or, as to any party, at such other
      address as shall be designated by such party in a written notice to the other
      party; provided,
      however,
      that a
      facsimile transmission shall be deemed to be received when transmitted so long
      as the transmitting machine has provided an electronic confirmation (without
      error message) of such transmission and notices being sent by first class mail,
      postage prepaid, shall be deemed to be received five (5) Business Days following
      the mailing thereof. 

     

    15. Severability. If
      any of
      the provisions of this NAC Guaranty shall be held invalid or unenforceable,
      this
      NAC Guaranty shall be construed as if not containing such provisions, and the
      rights and obligations of the parties hereto shall be construed and enforced
      accordingly.

     

    16. Integration.
      This
      NAC Guaranty represents the agreement of NAC Guarantor and Agent with respect
      to
      the subject matter hereof, and there are no promises or representations by
      either party relative to the subject matter hereof not reflected
      herein.

     

    17. Amendments
      in Writing; No Waiver; Cumulative Remedies.
      

     

    (a)
      None
      of
      the terms or provisions of this NAC Guaranty may be waived, amended,
      supplemented or otherwise modified except by a written instrument executed
      by
      NAC Guarantor and Agent; provided that any provision of this NAC Guaranty may
      be
      waived in writing by Agent. 

     

    
      
        
        

      

      
        18

        
          

        

      

      
        
        

      

    

     

    (b)
      Neither
      party shall be deemed by any act (except by a written instrument pursuant
      to
      Section 17(a)
      hereof),
      delay, indulgence, omission or otherwise to have waived any right, power,
      privilege or remedy hereunder or to have acquiesced in any Default or Event
      of
      Default or in any breach of any of the terms and conditions hereof. No failure
      to exercise, nor any delay in exercising, on the part of either party, any
      right, power, remedy or privilege hereunder shall operate as a waiver thereof.
      No single or partial exercise of any right, power, remedy or privilege hereunder
      shall preclude any other or further exercise thereof or the exercise of any
      other right, power or privilege. A waiver by any either party of any right,
      power, privilege or remedy hereunder on any one occasion shall not be construed
      as a bar to any right, power, privilege or remedy that such party would
      otherwise have on any future occasion.

     

    (c)
      The
      rights and remedies herein provided are cumulative, may be exercised singly
      or
      concurrently and are not exclusive of any other rights or remedies provided
      by
      law.

     

    18. Section
      Headings.
      The
      section headings used in this NAC Guaranty are for convenience of reference
      only
      and are not to affect the construction hereof or be taken into consideration
      in
      the interpretation hereof.

     

    19. Successors
      and Assigns.
      This
      NAC Guaranty shall be binding upon the successors and permitted assigns of
      the
      parties hereto and shall inure to the benefit of the parties hereto and their
      successors and assigns. This NAC Guaranty may not be assigned by NAC Guarantor
      without the express written consent of Agent in its sole discretion and any
      attempt to assign or transfer this NAC Guaranty without such consent shall
      be
      null and void and of no effect whatsoever.

     

    20. Governing
      Law.
      THIS
      NAC GUARANTY SHALL BE CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY, THE LAWS
      OF
      THE STATE OF NEW YORK, WITHOUT GIVING EFFECT TO THE CONFLICT OF LAWS PRINCIPLES
      THEREOF (EXCEPT FOR SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW).
      

     

    
      
        
        

      

      
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    21. Waiver
      Of Jury Trial; Consent To Jurisdiction And Venue; Service Of Process. EACH
      OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED
      BY APPLICABLE LAW, ANY AND ALL RIGHTS TO TRIAL BY JURY IN ANY LEGAL PROCEEDING
      ARISING OUT OF OR RELATING TO THIS NAC GUARANTY, THE OTHER LOAN DOCUMENTS OR
      ANY
      OF THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY. EACH OF THE PARTIES HERETO
      HEREBY IRREVOCABLY AND UNCONDITIONALLY CONSENTS, ON BEHALF OF ITSELF AND ITS
      PROPERTY, TO THE NON-EXCLUSIVE JURISDICTION OF ANY COURT OF THE STATE OF NEW
      YORK, OR IN THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW
      YORK, IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS NAC
      GUARANTY. EACH OF THE PARTIES HERETO HEREBY SUBMITS TO, AND WAIVES ANY OBJECTION
      SUCH PARTY MAY HAVE TO, NON-EXCLUSIVE PERSONAL JURISDICTION AND VENUE IN THE
      COURTS OF THE STATE OF NEW YORK AND THE UNITED STATES DISTRICT COURT FOR THE
      SOUTHERN DISTRICT OF NEW YORK, WITH RESPECT TO ANY DISPUTES ARISING OUT OF
      OR
      RELATING TO THIS NAC GUARANTY. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY
      CONSENTS TO THE SERVICE OF A SUMMONS AND COMPLAINT AND OTHER PROCESS IN ANY
      ACTION, CLAIM OR PROCEEDING BROUGHT BY THE OTHER PARTY IN CONNECTION WITH THIS
      NAC GUARANTY OR THE OTHER LOAN DOCUMENTS, ANY RIGHTS OR OBLIGATIONS HEREUNDER
      OR
      THEREUNDER, OR THE PERFORMANCE OF SUCH RIGHTS AND OBLIGATIONS, ON BEHALF OF
      ITSELF OR ITS PROPERTY, TO SUCH PARTY’S ADDRESS SET FORTH UNDER ITS SIGNATURE
      BELOW OR SUCH OTHER ADDRESS AS SUCH PARTY SHALL HAVE PROVIDED IN WRITING TO
      THE
      OTHER PARTY. NOTHING IN THIS SECTION 21 SHALL AFFECT THE RIGHT OF EITHER PARTY
      HERETO TO (I) SERVE LEGAL PROCESS IN ANY OTHER MANNER PERMITTED BY APPLICABLE
      LAW OR (II) BRING ANY ACTION OR PROCEEDING AGAINST THE OTHER PARTY OR ITS
      PROPERTIES IN THE COURTS OF ANY OTHER JURISDICTIONS.

     

    22. Security
      Agreement.
      This
      NAC Guaranty shall constitute a “security agreement” within the meaning of the
      UCC. NAC Guarantor, by executing and delivering this NAC Guaranty, has granted
      and hereby grants to Agent, as security for NAC Guarantor’s performance, a
      security interest in the Pledged Collateral that may be subject to the
      UCC.

     

    23. Other
      Liens.
      Notwithstanding anything to the contrary contained herein, liens previously
      granted by NAC Guarantor in favor of Agent or future liens that are granted
      by
      NAC Guarantor in favor of Agent will not constitute a breach of this NAC
      Guaranty.

     

    24. Agents.
      Agent
      may employ agents and attorneys-in-fact in connection herewith.

     

    25. Counterparts.
      This
      NAC Guaranty may be executed in any number of counterparts, all of which when
      taken together shall constitute one and the same instrument, and either of
      the
      parties hereto may execute this NAC Guaranty by signing any such
      counterpart.

    


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      Page to Follow]

     

    
      
        
        

      

      
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    IN
      WITNESS WHEREOF, the parties hereto have caused this Guaranty And Pledge
      Agreement (NAC) to be duly executed and delivered as of the day and year first
      above written.

     

    
      	
              NATIONAL
                CINEMAS INC.

            
	 
	 
	
              By:

            	 	
            
	
              Name:
                Robert V. Cuddihy, Jr.

            
	
              Title:
                Treasurer

            
	 
	
              Address
                for Notices: 

            
	
              415
                Madison Avenue, 7th
                Floor

            
	
              New
                York, New York 10017

            
	
              Attention:
                Mr. Robert V. Cuddihy, Jr.

            
	
              Facsimile:
                (212) 644-7070

            
	 
	 
	
              SILAR
                ADVISORS, L.P.

            
	
              By:   Leeds
                Holdings, LLC, 

            
	
                   
                its general partner

            
	 


    

    
      	
              By:

            	 	
            
	
              Name: Robert
                L. Leeds

            
	
              Title: 
                 Chief
                Executive Officer

            
	 
	
              Address
                for Notices:

            
	
              333
                Seventh Avenue, 3rd
                Floor

            
	
              New
                York, New York 10001

            
	
              Attention:
                Mr. Robert Leeds

            
	
              Facsimile:
                (212) 601-4919

            


    

     

    
      
        
        

      

      
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