ASSIGNMENT OF,
HYPOTHECATION OF AND SECURITY INTEREST IN THE PLEDGED COLLATERAL AND SHALL: (A)
REMAIN IN FULL FORCE AND EFFECT UNTIL THE IRREVOCABLE PAYMENT IN FULL OF THE
NOTE; (B) BE BINDING UPON PLEDGORS, THEIR RESPECTIVE HEIRS, SUCCESSORS AND
ASSIGNS, PROVIDED, THAT NEITHER PLEDGOR MAY TRANSFER OR ASSIGN ANY OR ALL OF
SUCH PLEDGOR'S RIGHTS OR OBLIGATIONS HEREUNDER WITHOUT THE PRIOR WRITTEN CONSENT
OF LENDER; AND (C) INURE TO THE BENEFIT OF, AND BE ENFORCEABLE BY, LENDER AND
ITS RESPECTIVE SUCCESSORS, TRANSFEREES AND ASSIGNS.
WITHOUT LIMITING THE
GENERALITY OF THE FOREGOING CLAUSE (C), LENDER MAY ASSIGN OR OTHERWISE TRANSFER
ALL OR ANY PORTION OF ITS RIGHTS IN THE NOTE, AND SUCH ASSIGNEE SHALL THEREUPON
BECOME VESTED WITH ALL THE BENEFITS IN RESPECT THEREOF GRANTED TO LENDER HEREIN
OR OTHERWISE.
EXCEPT AS PROVIDED OTHERWISE IN SECTION 17 BELOW, THIS PLEDGE
AGREEMENT AND THE SECURITY INTEREST GRANTED HEREUNDER SHALL TERMINATE ON THE
DATE ON THE NOTE HAS BEEN SATISFIED IN FULL AND ALL OBLIGATIONS UNDER THE NOTE
AND THIS PLEDGE AGREEMENT HAVE BEEN PERFORMED.
LENDER SHALL THEREUPON REASSIGN
AND REDELIVER (OR CAUSE TO BE REASSIGNED AND REDELIVERED) TO PLEDGORS OR SUCH
PERSON(S) AS PLEDGORS SHALL DESIGNATE IN WRITING, AGAINST DUE EXECUTION AND
DELIVERY BY PLEDGORS OR SUCH PERSON(S) OF A RECEIPT THEREFOR SATISFACTORY TO
LENDER IN FORM AND SUBSTANCE, THE CERTIFICATES REPRESENTING THE SERIES A UNITS
(IF ANY) AS ARE THEN HELD BY LENDER, TOGETHER WITH APPROPRIATE INSTRUMENTS OF
REASSIGNMENT AND RELEASE.
ANY SUCH REASSIGNMENT SHALL BE WITHOUT RECOURSE TO OR
WARRANTY BY LENDER AND AT THE EXPENSE OF PLEDGORS.
SECTION 13.
SURVIVAL.
EACH OF THE REPRESENTATIONS AND WARRANTIES SHALL
SURVIVE THE EXECUTION AND DELIVERY OF THIS AGREEMENT AND DELIVERY OF THE PLEDGED
COLLATERAL TO THE LENDER.
SECTION 14.
SEVERABILITY.
ANY PROVISION HEREOF THAT IS JUDGED PROHIBITED
OR UNENFORCEABLE SHALL, BE INEFFECTIVE TO THE EXTENT OF SUCH PROHIBITION OR
UNENFORCEABILITY WITHOUT INVALIDATING THE REMAINING PROVISIONS HEREOF.
SECTION 15.
HEADINGS.
THE HEADINGS HEREIN ARE INCLUDED FOR CONVENIENCE OF
REFERENCE ONLY AND SHALL BE IGNORED IN THE CONSTRUCTION OR INTERPRETATION
HEREOF.
SECTION 16.
GOVERNING LAW.
THIS AGREEMENT SHALL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF UTAH.
SECTION 17.
REINSTATEMENT.
THIS PLEDGE AGREEMENT SHALL CONTINUE TO BE
EFFECTIVE OR BE REINSTATED, AS THE CASE MAY BE, IF AT ANY TIME ANY AMOUNT
RECEIVED BY LENDER IN RESPECT OF THE NOTE IS RESCINDED OR MUST OTHERWISE BE
RESTORED OR RETURNED BY LENDER UPON THE INSOLVENCY, BANKRUPTCY, DISSOLUTION,
LIQUIDATION OR REORGANIZATION OF EITHER PLEDGOR OR UPON THE APPOINTMENT OF ANY
INTERVENOR OR CONSERVATOR OF, OR TRUSTEE OR SIMILAR OFFICIAL FOR, EITHER PLEDGOR
OR ANY SUBSTANTIAL PART OF SUCH PLEDGOR'S ASSETS, OR OTHERWISE, ALL AS THOUGH
SUCH PAYMENT HAS NOT BEEN MADE.
SECTION 18.
EXECUTION IN COUNTERPARTS.
THIS PLEDGE AGREEMENT MAY BE
EXECUTED IN ANY NUMBER OF COUNTERPARTS AND BY DIFFERENT PARTIES HERETO IN
SEPARATE COUNTERPARTS, EACH OF WHICH WHEN SO EXECUTED SHALL BE DEEMED TO BE AN
ORIGINAL AND ALL OF WHICH TAKEN TOGETHER SHALL CONSTITUTE ONE AND THE SAME