2017 (unlimited) this pledge and security …

PLEDGE AND SECURITY AGREEMENT (UNLIMITED)

THIS PLEDGE AND SECURITY AGREEMENT (UNLIMITED) (this "Agreement"), is made as of this 12th day of April, 2007, by SPRADDLE CREEK AUTO INVESTMENT, LLC, a Delaware limited liability company (together with its successors, the "Pledgor"), to and in favor of WACHOVIA BANK, NATIONAL ASSOCIATION, as Agent ("Agent") for the ratable benefit of the Lenders.

Background

A. George N. Gillett, Jr. and Booth Creek Management Corporation (each, a "Borrower" collectively, the "Borrowers"), have entered into a Credit Agreement dated as of the date hereof (as amended, restated, modified or supplemented from time to time, the "Credit Agreement") with certain Lenders party thereto, and Agent, as agent for the Lenders.

B. Pledgor is a Guarantor under the Credit Agreement pursuant to that certain Guaranty (Unlimited) dated as of the date hereof (the "Guaranty").

C. Pledgor will receive material direct and indirect benefits from the transactions contemplated by the Credit Agreement.

D. As a condition precedent to Agent's and the Lenders' agreement to enter into the Credit Agreement and continue making the Loans, Agent has further required that Pledgor execute and deliver this Agreement to Agent to secure the prompt and complete performance of all of the obligations and payment of all of the indebtedness under the Guaranty (all such obligations and indebtedness are hereinafter referred to collectively as the "Guaranteed Debt").

NOW, THEREFORE, in consideration of the foregoing, the mutual covenants contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

Section 1. Definitions. Terms defined in the Credit Agreement and not otherwise defined herein shall have the meanings provided for therein. All other undefined terms contained in this Agreement, unless the context indicates otherwise, have the meanings provided for by the UCC to the extent the same are used or defined therein. The following additional terms shall have the following meanings:

"Accounts" means and includes every "account" (as defined in the UCC) and„ in any event, shall include, without limitation, the following: (a) all accounts receivable, contract rights, book debts and other rights to payment or to receive property arising from the sale, lease or exchange of goods or other property, the license of Proprietary Rights and/or the performance of services (including, without limitation, all Payment Intangibles); (b) all rights in, to and under all purchase orders for goods, services or other property, and all rights to any goods, services or other property represented by any of the foregoing (including returned or repossessed goods and unpaid sellers' rights of rescission, replevin, reclamation and rights to stoppage in transit); (c) all monies due to or to become due under all contracts for the sale, lease or exchange of goods or other property and/or the performance of services (whether or not yet earned by performance) including the right to receive the proceeds of said purchase orders and contracts; (d) all collateral security and guarantees of any kind given by any Person with respect to any of the foregoing; (e) all recoveries from third parties arising from the invalidation, subordination, or avoidance of liens or security interests on the assets of the Pledgor or any predecessor-in-interest to or of

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FILED: NEW YORK COUNTY CLERK 10/10/2017 05:24 PM INDEX NO. 652055/2010

NYSCEF DOC. NO. 997 RECEIVED NYSCEF: 10/10/2017

the Pledgor; (1) all rights to brokerage commissions; and (g) all other Supporting Obligations, including any applicable Letter of Credit Rights.

"Capital Securities" shall mean, with respect to any Person, all shares, interests, participations or other equivalents (however designated, whether voting or non voting) of such Person's capital, whether now outstanding or issued or acquired after the date hereof, including common shares, preferred shares. membership interests in a limited liability company, limited or general partnership interests in a partnership or any other equivalent of such ownership interest.

"Chattel Paper" means any "chattel paper" (as defined in the UCC), including electronic chattel paper.

"Collateral" has the meaning set forth in Section 3.

"Collateral Accounts" means the Borrowers' Account and the Payment Account.

"Deposit Accounts" means all "deposit accounts" (as such term is defined in the UCC) and, in any event, shall include, all deposit accounts (including cash collateral accounts), bank accounts or investment accounts now owned or hereafter acquired or opened by the Pledgor, and any account which is a replacement or substitute for any of such accounts, together with all monies, Instruments, certificates, checks, drafts, wire transfer receipts and other property deposited therein and all balances therein and all investments made with funds deposited therein or otherwise held in connection therewith.

"Distributions" means all dividends and distributions at any time or from time to time of cash and other property, real, personal or mixed, including without limitation, returns of capital or redemption of ownership interests, interest and principal received on notes, proceeds from the sale of any ownership interest, proceeds from debt refinancings and recapitalizations and, to the extent not otherwise included above, all proceeds and products of all of the foregoing.

"Documents" means every "document" (as defined in the UCC) including, without limitation, all documents of title and all receipts covering, evidencing or representing goods now owned or hereafter acquired by the Pledgor.

"Equipment" means all "equipment" (as defined in the UCC) and, in any event, shall include, without limitation, all machinery, equipment, furniture, fixtures, trade fixtures, trailers, rolling stock, vessels, aircraft and mobile goods now owned or hereafter acquired by the Pledgor and any and all additions, substitutions and replacements of any of the foregoing, wherever located, together with all attachments, components, parts, equipment and accessories installed thereon or affixed thereto.

"Financial Assets" means any "financial asset," as such term is defined in Article or Chapter 8 of the UCC.

"General Intangibles" means all "general intangibles" (as defined in the UCC) and, in any event, shall include, without limitation, each of the following, whether now owned or hereafter acquired by the Pledgor: (a) all of the Pledgor's service marks, trade names, trade secrets, registrations, goodwill, franchises, licenses, permits, proprietary information, customer lists, designs and inventions; (b) all of the Pledgor's books and records, including, without limitation, all computer runs, invoices, tapes, processing software, processing contracts (such as contracts for computer time and services) and any computer prepared information, tapes or data of every kind and description, whether in the possession of the Pledgor or in the possession of third parties, and all of the Pledgor's other data, plans, manuals, computer software, computer tapes, computer disks, computer programs, source codes, object codes, management

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information systems and all rights of the Pledgor to retrieve data and other information from third parties and other data of every kind and description, to the extent that they indicate, summarize or evidence, or otherwise relate to, the Accounts or Inventory, whether in the possession of the Pledgor or in the possession of any third party; (c) all of the Pledgor's contract rights, partnership interests, joint venture interests, securities, Deposit Accounts, investment accounts and certificates of deposit; (d) all rights of the Pledgor to payment under letters of credit and similar agreements, including, without limitation, all Letter of Credit Rights; (e) all tax refunds and tax refund claims of the Pledgor; (f) all chores in action and causes of action of the Pledgor (whether arising in contract, tort or otherwise and whether or not currently in litigation) and all judgments in favor of the Pledgor, including, without limitation, all commercial tort claims; (g) all rights and claims of the Pledgor under warranties, indemnities, guaranties or other Supporting Obligations with respect to such agreements; (h) all Proprietary Rights; (i) all rights of the Pledgor under any insurance, surety or similar contract or arrangement; and (j) all Payment Intangibles.

"Goods" means all "goods" as defined in the UCC, now owned or hereafter acquired by such Person, wherever located, including embedded software to the extent included in "goods" as defined in the UCC, manufactured homes, standing timber that is cut and removed for sale and unborn young of animals.

"Instruments" means every "instrument" (as defined in the UCC), including those evidencing, representing, arising from or existing in respect of, relating to, securing or otherwise supporting the payment of, any of the Accounts, including promissory notes, drafts, bills of exchange and trade acceptances,

"Investment Property" means all "investment property" (as defined in the UCC) and, in any event, shall include, without limitation: (a) securities whether certificated or uncertificated; (b) securities entitlements; (c) securities accounts; (d) commodity contracts; or (e) commodity accounts.

"Investment Property Collateral" has the meaning set forth in Section 4(m).

"Inventory" means all "inventory" (as defined in the UCC) and shall also mean and include all raw materials and other materials and supplies, work-in-process and finished goods and any products made or processed therefrom and all substances, if any, commingled therewith or added thereto.

"Issuer" has the meaning set forth in Section 2(1).

"Letter of Credit Rights" means "letter of credit rights" as such term is defined in the UCC.

"Payment Intangibles" means "payment intangibles" as such term is defined in the UCC.

"Perfection Certificate" means a certificate substantially in the form of Exhibit B, completed and with the schedules and attachments contemplated thereby completed to the satisfaction of Agent, and duly executed by the duly authorized person on behalf of the Pledgor.

"Permitted Liens" for purposes of this Agreement, shall mean "Permitted Liens" as defined in the Credit Agreement together with (a) any Lien created in favor of Comerica Bank by Pledger pursuant to that certain Guaranty dated as of December 15, 2005, as the same may be amended, restated, modified or supplemented from time to time and (b) any Lien evidenced by UCC financing statement number 42020586 filed with the Secretary of State of Delaware dated July 19, 2004 listing Pledgor as debtor and Butler Capital Corporation as secured party.

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"Proceeds" means all "proceeds" (as defined in the UCC) and, in any event, shall include, but not be limited to (a) all proceeds and other profits, products, rents or receipts, in whatever form, arising from the collection, sale, lease, exchange, assignment, licensing or other disposition of, or other realization upon, Collateral, (b) all claims against third parties for loss of, damage to or destruction of, or for proceeds payable under, or unearned premiums with respect to, policies of insurance in respect of, any Collateral. (e) any condemnation or requisition payments with respect to any Collateral, (d) all Instruments, Documents, Chattel Paper and General Intangibles received or arising in connection with a disposition of Collateral; (e) all dividends or other distributions relating to any of the Collateral; and (f) any and all other amounts or property from time to time paid, payable, distributed or distributable under, in connection with or in exchange for any of the Collateral and all other Payment Intangibles relating thereto.

"Proprietary Rights" means all licenses, franchises, permits, patents, patent rights, copyrights, works which are the subject matter of copyrights, trademarks, service marks, trade names, trade styles, patent, trademark and service mark applications, and all licenses and rights related to any of the foregoing, and all other rights under any of the foregoing, all extensions, renewals, reissues, divisions, continuations, and continuations-in-part of any of the foregoing, and all rights to sue for past, present and future infringement of any of the foregoing.

"Secured Obligations" means the Guaranteed Debt and, in any event, shall include, but not be limited to (a) all principal of and interest (including any interest which accrues after the commencement of any case, proceeding or other action relating to the bankruptcy, insolvency or reorganization of the Borrower, whether or not allowed or allowable as a claim in any such proceeding) on any Loan or any Note; (b) all other amounts now or hereafter payable by Borrower hereunder or under any other Financing Document; (c) all other obligations, liabilities, covenants and duties of each Borrower hereunder and under the other Financing Documents or otherwise in connection with the transactions contemplated hereby or thereby, now existing or hereafter arising, in contract or in tort, by operation of law or otherwise; and (d) any amendments, restatements, renewals, extensions or modifications of any of the foregoing.

"Security Interests" means the security interests in the Collateral granted hereunder securing the Secured Obligations.

"Software" means, as to any Person, all "software" as such term is defined in the UCC, now owned or hereafter acquired by such Person, other than software embedded in any category of Goods, including all computer programs and all supporting information provided in connection with a transaction related to any program.

"Supporting Obligations" means "supporting obligations" as such term is defined in the UCC.

"UCC" means the Uniform Commercial Code as in effect on the date hereof in the State of New York; provided that if by reason of mandatory provisions of law, the perfection or the effect of perfection or non-perfection of the Security Interest in any Collateral is governed by the Uniform Commercial Code as in effect in a jurisdiction other than New York, "UCC" means the Uniform Commercial Code as in effect in such other jurisdiction for purposes of the provisions hereof relating to such perfection or effect of perfection or non-perfection.

The provisions of Section 1.03 of the Credit Agreement are hereby incorporated herein, as if set forth herein in full.

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Section 2. ,Representations and Warranties and Certain Covenants. The Pledger represents, warrants and covenants as follows:

(a) The Pledger has taken all actions necessary under the UCC to perfect its interest in any Accounts purchased or otherwise acquired by it, as against its assignors and creditors of its assignors.

(b) Other than those respecting the Security Interests and Permitted Liens, no financing statement, mortgage, security agreement or similar or equivalent document or instrument covering all or any part of the Collateral is on file or of record in any jurisdiction. No Collateral is in the possession of any Person (other than Agent or its designee or the Pledger) asserting any claim thereto or security interest therein.

(c) The information set forth in the Perfection Certificate delivered to Agent prior to the Closing Date is correct and complete.

(d) The Security Interests constitute valid security interests securing the Secured Obligations. When UCC financing statements in the form specified in Schedule 4 to the Perfection Certificate shall have been filed in the offices specified in the Perfection Certificate, the Security Interests shall constitute perfected security interests in the Collateral (except Inventory in transit) to the extent that a security interest therein may be perfected by filing pursuant to the UCC, prior to all other Liens and rights of others therein except for the Permitted Liens.

(e) Pledger is the sole owner of each item of the Collateral, free and clear of any and all liens and claims whatsoever, except for the security interest in the Collateral granted to Agent pursuant to this Agreement.

(f) Pledger has not changed Pledgor's name, except as disclosed to Agent on or prior to the Closing Date.

(g) Pledgor's interest in the Collateral that is Investment Property is set forth in Exhibit A and, except as otherwise provided in the tional Documents, each includes the same percentage interest in all Distributions by each issuer,

(h) Pledger has all power, statutory and otherwise, to execute and deliver this Agreement, to perform Pledgor's obligations hereunder and to subject the Collateral to the security interest created hereby, all of which has been duly authorized by all necessary action.

(i) No amendments or supplements have been made to the Organizational Documents of any issuer ("Issuer") listed on xhibitA since it was originally entered into, except as provided in writing to Agent; such Organizational Documents remain in full force and effect; and neither the Pledger nor, to the knowledge of Pledger, any other party to such Organizational Document is presently in default thereunder.

(j) Pledger has the right (subject, however, to the Securities Act of 1933, as amended, and/or other applicable laws regulating the sale generally of such interests) to transfer all or any part of the Collateral which is Investment Property free of any lien or encumbrance, based on the Agent's acknowledgment set forth on its signature page hereto.

(k) No authorization, approval or other action by, and no notice to or filing with, any governmental authority or regulatory body is required either (1) for Pledgor's granting of a security

4506552.3




interest in the Collateral pursuant to this Agreement, (ii) for the execution, delivery or performance of this Agreement by Pledgor, or (iii) for the exercise by Agent of the rights provided for in this Agreement or the remedies in respect of the Collateral pursuant to this Agreement (except as may be required in connection with such disposition by laws affecting the offering and sale of securities generally).

(I) Upon the transfer of the Collateral which is Investment Property, or any portion thereof, to any party pursuant to Section 7 below, and compliance, where applicable, by the transferee with the terms of any Organizational Document applicable to the admission of new members, partners or shareholders in any Issuer, each Issuer shall continue in existence and such Organizational Document shall provide, or be amended to provide, for such continuation; provided that, any expenses paid by Agent or any designee of Agent pursuant to the provisions of any such Organizational Document shall constitute expenses incurred in the enforcement of Agent's rights hereunder.

(m) As of the date hereof, except for certificates, instruments or documents delivered to Agent in connection herewith, there are no certificates, instruments or other documents evidencing any of the interests of Pledger in any Issuer.

(n) Pledger is Solvent prior to and after giving effect to the transactions contemplated herein and in the Credit Agreement, and shall remain Solvent during the term of this Agreement.

Section 3. The Security Interests.

(a) In order to secure the due, full and punctual payment and performance of the Secured Obligations, the Pledger hereby grants to Agent, for the ratable benefit of all Lenders, a continuing security interest in and to all of the Pledgor's right, title and interest in and to all of the following, whether tangible or intangible or now owned or existing or hereafter acquired or arising, and regardless of where located (all being collectively referred to as the "Collateral"):

(1) Accounts;

(ii) Chattel Paper

(iii) Documents;

(iv) Deposit Accounts;

(v) Equipment;

(vi) General Intangibles;

(vii) Goods;

(viii) Instruments;

(ix) Inventory;

(x) Investment Property and Financial Assets, including, without limitation, the Capital Securities listed on Exhibit A, and all Distributions relating thereto, but specifically excluding the Pledgor's equity interests in Spraddle Creek Auto Sales, LLC, and Spraddle Creek Auto Sales Two, LLC;

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(xi) Letter of Credit Rights;

(x i) Payment Intangibles;

(xi ii) Proprietary Rights;

xiv) Software;

(xv) Supporting Obligations;

(xvi) all books and records (including customer lists, credit files, computer programs printouts and other computer materials and records) of the Pledgor pertaining to any Collateral; and

xvii all Proceeds of all or any of the Collateral described in Clauses (i) through (xvii hereof.

(b) The Security Interests are granted as security only and shall not subject Agent to, or transfer or in any way affect or modify, any obligation or liability of the Pledgor with respect to any of the Collateral or any transaction in connection therewith.

(c) As long as an "Event of Default" (as hereinafter defined) shall not then exist, Pledgor shall be the sole party entitled (1) to exercise for any purpose any and all (i) voting rights, and (ii) powers, and (2) to receive any and all Distributions, in each case arising from or relating to all Investment Property Collateral; provided, however, that Pledgor shall not exercise such rights or powers, or consent to any action of any Issuer that would be in contravention of the provisions of, or constitute an Event of Default under this the Agreement or any of the other Financing Documents.

Section 4. Further Assurances; Covenants.

(a) The Pledgor will not change (i) its name, identity, jurisdiction of incorporation/organization or corporate structure in any manner, (ii) its United States Federal Income Tax I.D. Number and/or Organization Number (as applicable) as described in the Perfection Certificate, (iii) the location of its chief executive office or chief place of business, or (iv) the locations where it keeps or holds any Collateral or any records relating thereto from the applicable location described in the Perfection Certificate, unless, not more than six months nor less than 30 days prior to the date on which the Pledgor proposes to take any such action, the Pledgor shall have given notice to Agent of such proposed action, and, at the Pledgor's cost and expense, caused to be delivered to Agent with such notice, an opinion of counsel, satisfactory to Agent in form and substance, to the effect that all financing statements and amendments or supplements thereto, continuation statements and other documents required to be recorded or filed in order to perfect and protect the Security interests (after giving effect to the proposed action that is the subject of such notice) for a period specified in such opinion, against all creditors of and purchasers from the Pledgor have been filed in each filing office necessary for such purpose and that all filing fees and taxes, if any, payable in connection with such filings have been paid in full. The Pledgor shall not in any event change the location of any Collateral if such change would cause the Security Interests in such Collateral to lapse or cease to be perfected.

(b) The Pledgor will, from time to time, at its expense, execute, deliver, file and record any statement (including financing or continuation statements, assignment, instrument, document, agreement or other paper and take any other action that from time to time may be necessary or desirable, or that Agent may request, to create, preserve, perfect, confirm or validate the Security Interests or to enable

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Agent to obtain the full benefits of this Agreement or to exercise and enforce any of its rights, powers and remedies hereunder with respect to any of the Collateral. Pledgor hereby authorizes Agent to file a record or records (as defined in the UCC in effect from time to time), including without limitation financing statements, without the Pledgor's signature appearing thereon naming Pledgor as debtor and Agent as secured party, in all jurisdictions and with all filing offices as Agent may determine, in its sole discretion, are necessary or advisable to perfect the security interest granted to Agent herein. Such financing statements may describe the Collateral in the same manner as described herein or may contain an indication or description of collateral that describes such property in any other manner as Agent may determine, in its sole discretion, is necessary, advisable or prudent to ensure the perfection of the security interest in the Collateral granted to Agent herein. The Pledgor agrees that a carbon, photographic, photostatic or other reproduction of this Agreement or of a financing statement is sufficient as a financing statement. The Pledgor shall pay the costs of, or incidental to, any recording or filing of any financing or continuation statements concerning the Collateral.

(0 If any Collateral is at any time in the possession or control of any warehouseman, bailee or any of the Pledgor's agents or processors, the Pledgor shall notify such warehouseman, bailee, agent or processor of the Security Interests created hereby and to hold all such Collateral for Agent's account subject to Agent's instructions.

(d) The Pledgor will immediately deliver and pledge each Instrument to Agent, appropriately endorsed to Agent, provided that so long as no Event of Default shall have occurred and be continuing, the Pledgor may retain for collection in the ordinary course any Instruments received by it in the ordinary course of business and Agent shall, promptly upon request of the Pledgor, make appropriate arrangements for making any other Instrument pledged by the Pledgor available to it for purposes of presentation, collection or renewal (any such arrangement to be effected, to the extent deemed appropriate to Agent, against trust receipt or like document).

(e) The Pledgor shall use its best legal efforts to cause to be collected from its account debtors, as and when due, any and all amounts owing under or on account of each Account (including Accounts which are delinquent). Subject to the rights of Agent hereunder upon the occurrence and during the continuance of an Event of Default, the Pledgor may allow in the ordinary course of business as adjustments to amounts owing under its Accounts (1) an extension or renewal of the time or times of payment, or settlement for less than the total unpaid balance, which the Pledgor finds appropriate in accordance with sound business judgment, and (ii) a refund or credit due as a result of returned or damaged merchandise or as a discount for prompt payment, all in accordance with the Pledgor's ordinary course of business consistent with its historical collection practices. The costs and expenses (including attorneys' fees) of collection, whether incurred by the Pledgor or Agent, shall be borne by the Pledgor.

(f) Upon the occurrence and during the continuance of any Event of Default, upon request of Agent, the Pledgor will promptly notify (and the Pledgor hereby authorizes Agent so to notify) each account Pledgor in respect of any Account or Instrument that such Collateral has been assigned to Agent, and that any payments due or to become due in respect of such Collateral are to be made directly to Agent or its designee.

(g) The Pledgor shall, (i) on or prior to the Closing Date, in the case of Equipment now owned, and (ii) within I0 days of acquiring any other Equipment, deliver to Agent any and all certificates of title, applications for title or similar evidence of ownership of such Equipment and shall cause Agent to be named as lienholder on any such certificate of title or other evidence of ownership. The Pledgor shall promptly inform Agent of any additions to or deletions from the Equipment and shall not permit any such items to become a fixture to real estate (unless Agent has a first priority Lien on such real estate) or an accession to other personal property.

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(h) Without the prior written consent of Agent, the Pledger will not sell, lease, exchange, assign or otherwise dispose of, or grant any option with respect to, any Collateral except, as otherwise expressly permitted under the Credit Agreement, whereupon, in the case of such a sale or exchange, the Security Interests created hereby in such item (but not in any Proceeds arising from such sale or exchange) shall cease immediately without any further action on the part of Agent.

(i) From time to time upon request by Agent, the Pledger shall, at its cost and expense, cause to be delivered to Agent an opinion of counsel satisfactory in form and substance to Agent as to such matters relating to the transactions contemplated hereby as Agent may reasonably request.

(j) The Pledger will grant to Agent a security interest in any commercial tort claim that arises after the date hereof that relates to or arises out of the Collateral or the conduct of the Pledgor's business in relation thereto.

(k) Pledger will defend the right, title and interest hereunder of Agent, as a first priority security interest in the Collateral, against the claims and demands of all persons whomsoever.

(1) Pledger will furnish to Agent, from time to time, such reports in connection with the Collateral as Agent may reasonably request.

(m) Pledger will advise Agent promptly, in reasonable detail, (i) of any lien, security interest, encumbrance or material claim made or asserted against any of the Collateral consisting of Investment Property ("Investment Property Collateral', (ii) of any Distributions by any Issuer (as defined above) to Pledger, whether in complete or partial liquidation or otherwise, and of any other material change in the composition of the Collateral, the Pledger or any Issuer, and (iii) of the occurrence of any other event which would have a Material Adverse Effect on the aggregate value of the Investment Property Collateral or on the security interest created hereunder.

(n) Pledger will perform all of Pledgor's obligations under any Organizational Documents governing its Investment Property prior to the time that any interest or penalty would attach against Pledger or any of the Investment Property as a result of Pledgor's failure to perform any of such obligations, and Pledger will do all things necessary to maintain such Issuer as a partnership, limited liability company or corporation, as applicable, under the laws of the jurisdiction of its organization and to maintain Pledgor's interest as a member in such Issuer in full force and effect without diminution.

(o) Without Agent's prior written consent, Pledger will not (x) permit, suffer or otherwise consent to any material amendment, supplement or other modification of any Organizational Documents of any Issuer of its Investment Property including, without limitation, any amendment, supplement, or other modification affecting, in any manner, voting rights, or (y) waive, release or compromise any material tights or claims Pledger or Issuer may have against any other party which arises under such Organizational Document. Pledger will not act under any Organizational. Documents to cause any Issuer to dissolve, liquidate, merge or consolidate with any other person or take any other action under any such Organizational Document that would adversely affect Agent's security interest in the Investment Property, including, without limitation, the value or priority thereof Pledger will not permit, suffer or otherwise consent to (a) the issuance of any new Capital Securities, options or other agreements granting any right to receive Capital Securities in any Issuer unless the Pledger shall have received fair value in consideration therefor and any new Capital Securities, options or other agreements relating thereto to which Pledger shall become entitled shall be subject to this Agreement, or (b) the conversion of all or part of any Investment Property Collateral in any Issuer (or any interest therein) into a general partnership interest.

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(p) Pledgor will not at any time claim, take, insist upon or invoke the benefit or advantage of or from any law now or hereafter in force providing for the valuation or appraisement of the Collateral prior to any sale or sales thereof to be made pursuant to the provisions hereof or pursuant to the decree, judgment or order of any court of competent jurisdiction; nor, after such sale or sales, claim or exercise any right under any statute now or hereafter made or enacted by any state to redeem the property so sold or any part thereof, and Pledgor hereby expressly waives, on behalf of Pledgor and each and every person claiming by, through and under Pledgor, all benefit and advantage of any such law or laws, and covenants that Pledgor will not invoke or utilize any such law or laws or otherwise hinder, delay or impede the execution of any power, right or remedy herein or hereby granted and delegated to Agent, but will authorize, allow and permit the execution of every such power, right or remedy as though no such law or laws had been made or enacted.

(q) Pledgor agrees (i) immediately to deliver to Agent, or Agent's designee, all certificates, instruments or other documents evidencing any of the Investment Property Collateral which may at any time come into the possession of Pledgor, and (ii) to execute and deliver a notice of Agent's security interest in the Investment Property Collateral (which notice shall be satisfactory to Agent in form and substance and which may request acknowledgment from the addressee) to any third party which either has possession of the Investment Property Collateral or any certificates evidencing any of the Investment Property Collateral, or otherwise has the ability under applicable law or the terms of any agreement to record transfers or transfer ownership of any of the Investment Property Collateral (whether at the direction of Pledgor or otherwise). Pledgor hereby appoints Agent as Pledgor's attorney-in-fact, with authority at any time or times to take any of the foregoing actions on behalf of Pledgor. Pledgor agrees that this Agreement or a photocopy of this Agreement shall be sufficient as a financing statement.

(r) Pledgor represents and warrants to Agent that none of the Investment Property is a "security" within the meaning of Article 8 of the Code. Pledgor covenants and agrees that it will take no action as contemplated by Section 8-103 of the Code or otherwise which would cause any of the Investment Property to fall within the definition of "security" under Article 8 of the Code, including but not limited to (i) entering into an amendment to any of the Organizational Documents or any other writing or agreement purporting to opt in to Article 8 of the Code pursuant to Section 8-103 thereof or (ii) transferring any of the Investment Property to a securities account; provided that any Issuer may issue certificates to Pledgor and the other equity holders in such Issuer to represent their equity interests in the event such equity holder so request pursuant to the terms of the Organizational Documents of such Issuer. Pledgor agrees to deliver any such certificate representing Investment Property Collateral to Agent together with an assignment of the same executed in blank. Pledgor shall (a) obtain from each Issuer and other persons, for the benefit of Agent, written confirmation of the Security Interest in the Investment Property, and (b) take or cause such parties to take all action necessary or appropriate to create, perfect and maintain a first perfected priority lien in such uncertificated securities in favor of Agent.

(s) Pledgor shall keep, or cause to be kept, full and accurate books and records relating to Pledgor's Collateral and shall stamp or otherwise mark such books and records in such manner as Agent may reasonably request indicating that such Collateral is subject to the Security Interest.

(t) Pledgor shall cause each Issuer to make a notation on the records of each Issuer indicating the security interest granted hereby.

Section 5. General Authority. The Pledgor hereby irrevocably appoints Agent its true and lawful attorney, with full power of substitution, in the name of the Pledgor, Agent or otherwise, for the sole use and benefit of Agent, but at the Pledgor's expense, to the extent permitted by law to exercise, at any time and from time to time while an Event of Default has occurred and is continuing, all or any of the following powers with respect to all or any of the Collateral:

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(a) to demand, sue for, collect, receive and give acquittance for any and all monies due or to ecome due thereon or by virtue thereof,

(b) to settle, compromise, compound, prosecute or defend any action or proceeding with respect thereto,

(c) to sell, transfer, assign or otherwise deal in or with the same or the or avails

thereof, as fully and effectually as if Agent were the absolute owner thereof, and

(d) to extend the time of payment of any or all thereof and to make any allowance and other adjustments with reference thereto;

provided that Agent shall give the Pledgor not less than ten days prior written notice of the time and place of any sale or other intended disposition of any of the Collateral, except any Collateral which is perishable or threatens to decline speedily in value or is of a type customarily sold on a recognized market. The Pledger agrees that such notice constitutes "reasonable authenticated notification of disposition" within the meaning of Section 9-611(b) of the UCC.

Section 6. Default. Any of the following shall constitute an "Event of Default" hereunder

(a) a failure by Pledgor to pay any amounts owed pursuant to this Agreement within ten (10) calendar days after such payment is demanded by Agent in writing;

(b) a failure by Pledgor to observe or perform any nonmonetary obligation, covenant, condition or agreement hereof to be performed by Pledgor (which is not otherwise included in Sections 6(a), (c) or (d)), which failure is not cured within thirty (30) days after written notice thereof by Agent to Pledger; provided, however, that, if such failure by its nature cannot be cured within such period, and if Pledger commence to cure such failure and thereafter diligently pursue the curing thereof within such period (and in all events diligently pursue the curing of such failure and, in fact, effect a cure of such failure within sixty (60) days after the original notice thereof), Pledger shall not be in default hereunder during the period of diligently curing;

(c) any representation or warranty made by Pledgor in this Agreement is not true and in any material respect when made; or

(d) written notice from the Agent of the occurrence of any "Event of Default" under any other Financing Document other than an Event of Default under Section 7.01(g) or (h) of the Credit Agreement; or

(e) an Event of Default under Section 7.01(g) or (h) of the Credit Agreement has occurred.

Section 7. Remedies Upon Event of Default.

(a) If any Event of Default has occurred and is continuing, Agent may exercise all rights of a secured party under the UCC (whether or not in effect in the jurisdiction where such rights are exercised) and, in addition, Agent may, without being required to give any notice, except as herein provided or as may be required by mandatory provisions of law, (i) withdraw all cash from Deposit Accounts, liquidate any Investment Property or Financial Assets in any Securities Accounts and apply such cash and Proceeds of Investment Property or Financial Assets and other cash, if any, then held by it as Collateral, and the foregoing against the Secured Obligations; and (ii) if there shall be no such cash or Investment Property or if such cash and Investment Property shall be insufficient to pay all the Secured Obligations in full, sell

11 \4506852.3




the Collateral or any part thereof at public or private sale, for cash, upon credit or for future delivery, and at such price or prices as Agent may deem satisfactory. Agent may be the purchaser of any or all of the Collateral so sold at any public sale (or, if the Collateral is of a type customarily sold in a recognized market or is of a type which is the subject of widely distributed standard price quotations, at any private sale). The Pledgor will execute and deliver such documents and take such other action as Agent deems reasonably necessary or advisable in order that any such sale may be made in compliance with law. Upon any such sale Agent shall have the right to deliver, assign and transfer to the purchaser thereof the Collateral so sold. Each purchaser at any such sale shall hold the Collateral so sold to it absolutely and free from any claim or right of whatsoever kind, including any equity or right of redemption of the Pledgor which may be waived, and the Pledgor, to the extent permitted by law, hereby specifically waives all rights of redemption, stay or appraisal which it has or may have under any law now existing or hereafter adopted. The notice (if any) of such sale shall (A) in case of a public sale, state the time and place fixed for such sale, and (B) in the case of a private sale, state the day after which such sale may be consummated. Any such public sale shall be held at such time or times within ordinary business hours and at such place or places as Agent may fix in the notice of such sale. At any such sale the Collateral may be sold in one lot as an entirety or in separate parcels, as Agent may determine. Agent shall not be obligated to make any such sale pursuant to any such notice. 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 same may be so adjourned. In case of any sale of all or any part of the Collateral on credit or for future delivery, the Collateral so sold may be retained by Agent until the selling price is paid by the purchaser thereof, but Agent shall not incur any liability in case of the failure of such purchaser to take up and pay for the Collateral so sold and, in case of any such failure, such Collateral may again be sold upon like notice. Agent, instead of exercising the power of sale herein conferred upon it, may proceed by a suit or suits at law or in equity to foreclose the Security Interests and sell the Collateral, or any portion thereof, under a judgment or decree of a court or courts of competent jurisdiction.

(b) For the purpose of enforcing any and all rights and remedies under this Agreement Agent may (i) require the Pledgor to, and the Pledgor agrees that it will, at its expense and upon the written request of Agent, forthwith assemble all or any part of the Collateral as directed by Agent and make it available at a place designated by Agent which is, in its opinion, reasonably convenient to Agent and the Pledgor, whether at the premises of the Pledgor or otherwise; (ii) to the extent permitted by applicable law, enter, with or without process of law and without breach of the peace, any premise where any of the Collateral is or may be located, and without charge or liability to it seize and remove such Collateral from such premises; (iii) have access to and use the Pledgor's books and records relating to the Collateral; and (iv) prior to the disposition of the Collateral, store or transfer it without charge in or by means of any storage or transportation facility owned or leased by the Pledgor, process, repair or recondition it or otherwise prepare it for disposition in any manner and to the extent Agent deems appropriate and, in connection with such preparation and disposition, use without charge any trademark, trade name, copyright, patent or technical process used by the Pledgor.

Section 8. Limitation on Duty of Atent in Respect of Collateral. Beyond the exercise of reasonable care in the custody thereof, Agent shall have no duty as to any Collateral in its possession or control or in the possession or control of any agent or bailee or any income thereon or as to the preservation of rights against prior parties or any other rights pertaining thereto. Agent shall be deemed to have exercised reasonable care in the custody of the Collateral in its possession if the Collateral is accorded treatment substantially equal to that which it accords its own property, and shall not be liable or responsible for any loss or damage to any of the Collateral, or for any diminution in the value thereof, by reason of the act or omission of any warehouseman, carrier, forwarding agency, consignee or other agent or bailee selected by Agent in good faith.

12 `4506857 3




Section 9. Appointment of Agent. At any time or times, in order to comply with any legal requirement in any jurisdiction, Agent may appoint a bank or trust Pledgor or one or more other persons, to act as separate agent or agents on behalf of Agent with such power and authority as may be necessary for the effectual operation of the provisions hereof and may be specified in the instrument of appointment.

Section 10. Termination of Security Interests: Release of Collateral. When the Secured Obligations have been paid in full, the Security Interests shall terminate and all rights to the Collateral shall revert to the Pledgor. Upon any termination of the Security Interests or release of Collateral, Agent will, at the expense of the Pledgor, execute and deliver to the Pledgor such documents as the Pledgor shall reasonably request to evidence the termination of the Security Interests or the release of such Collateral, as the case may be.

Section 11. Notices. All notices, communications and distributions hereunder shall be given in accordance with Section 10.03 of the Credit Agreement.

Section 12. Waivers. Non-Exclusive Remedies. No failure on the part of Agent to exercise, and no delay in exercising and no course of dealing with respect to, any right under this Agreement shall operate as a waiver thereof; nor shall any single or partial exercise by Agent of any right under the Credit Agreement, this Agreement, the Guaranty or any of the other Financing Documents preclude any other or further exercise thereof or the exercise of any other right. The rights in this Agreement, the Credit Agreement, the Guaranty and the other Financing Documents are cumulative and are not exclusive of any other remedies provided by law.

Section 13. Successors and Assigns. This Agreement is for the benefit of Agent, the ratable benefit of all of the Lenders and their respective successors and assigns, and in the event of an assignment of all or any of the Secured Obligations, the rights hereunder, to the extent applicable to the indebtedness so assigned, may be transferred with such indebtedness. This Agreement shall be binding on the Pledgor and its successors and assigns.

Section 14. Changes in Writing. Neither this Agreement nor any provision hereof may be changed, waived, discharged or terminated orally, but only in writing signed by the Pledgor and Agent.

Section 15. GOVERNING LAW. THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK (WITHOUT REFERENCE TO PRINCIPLES OR CONFLICTS OF LAW), EXCEPT AS OTHERWISE REQUIRED BY MANDATORY PROVISIONS OF LAW AND EXCEPT TO THE EXTENT THAT REMEDIES PROVIDED BY TIM LAWS OF ANY JURISDICTION OTHER THAN NEW YORK ARE GOVERNED BY THE LAWS OF SUCH JURISDICTION.

Section 16. Severability. If any provision hereof is invalid or unenforceable in any jurisdiction, then, to the fullest extent permitted by law, (a) the other provisions hereof shall remain in full force and effect in such jurisdiction and shall be liberally construed in favor of Agent in order to carry out the intentions of the parties hereto as nearly as may be possible; and (b) the invalidity or unenforceability of any provision hereof in any jurisdiction shall not affect the validity or enforceability of such provision in any other jurisdiction.

Section 17. Counterparts. This Agreement may be signed in any number of counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument.

[SIGNATURE PAGE FOLLOWS]

13 4506852.3

PX0065-001 3 CONFIDENTIAL MILL00034352



SPRAD EK AUT

By:

LLC

IN WITNESS WHEREOF, the panics hereto have caused this Agreement to be duly executed by their respective authorized officers as of the day and year first above written.

PLEDGOR:

Name: Gillett, Jr. Title: Class A Member

Address: Booth Creek Management Corporation 950 Red Sandstone Road #43 Vail, CO 81657 Telecopier (970) 476-8270

With a copy to: Winston & Strawn LLP 35 West Wacker Drive Chicago, IL 60601 Attn: Bruce Toth Telecopier: (312) 558-5700

Signature Page to Pledge and Security Agreement (Unlimited) of Spraddle Auto

PX0065-001 4 CONFIDENTIAL

MILL00034353



Issuer tiuriediction

0.1)

Spraddle Creek Auto Investment, LLC

Spraddle Creek Automotive Real

Estate, LLC (CO)

Membership Interest 100%

None

414 pf Hedged Interest

EXHIBIT A

Pledged Capital Securities

4450.5K52


MILL00034354



PerfectoC

,4506852.3


MILL00034355



PERFECTION CERTIFICATE

The undersigned, as duly authorized signatory on behalf of the Class A Member of SPRADDLE CREEK AUTO INVESTMENT, LLC, a Delaware limited liability company (the "Pledgor"), hereby certifies this 12th day of April, 2007, with reference to the Pledge and Security Agreement dated as of the date hereof by and between the Pledgor and Wachovia. Bank, National Association, as Agent (terms defined therein being used herein as therein defined), to Agent as follows:

Names; Jurisdiction of Organization; Tax I.D.; Organizational I.D.

The exact corporate name of the Pledgor as it appears in its certificate of existence is as follows:

Spraddle Creek Auto Investment, LLC

b. Set forth below is each other corporate name the Pledger has had since its organization, together with the date of the relevant change:

None.

Pledger is organized in Delaware.

Pledgor's United States Federal income Tax I.D. Number is 61-1.435041.

Pledgor's Organization Number is. 3589468.

Pledgor's type of organization is a limited liability company.

The Pledger has not changed its identity or corporate structure in any way within the past five years.

h. The following is a list of all other names (including trade names or similar appellations) used by the Pledger or any ails divisions or other business units at any time during the past five years:

None.

Current Locations.

a. The chief executive office of the Plcdgor is located at the following address:

Mailing Address County

State

c/o Booth Creek Management Corporation Eagle Colorado 950 Red Sandstone Road, Unit 43 Vail. Colorado 81657

(111:1S85719.3




b. The following are all the locations where the Pledgor maintains any books or records relating to any Accounts:

Mailing Addres, County State

950 Red Sandstone Road, Unit 43 Eagle Colorado Vail, Colorado 81657

3330 Cumberland Boulevard Cumberland Georgia Suite 500 Atlanta, Georgia 30339

c. The following are all the places of business of the Pledgor not identified above:

None.

d. The following are all the locations where the Pledgor maintains any Inventory not identified above:

None.

e. The following are the names and addresses of all Persons other than the Pledgor which have possession of any of the Pledgor's Inventory:

None.

Prior Locations.

a. Set forth below is the information required by subparagraphs (a), (b) and (c) of paragraph 2 with respect to each location or place of business maintained by the Pledgor at any time during the past five years:

(a) and (b) See paragraph 2, subparagraphs (a) and (b).

(c) — None.

b. Set forth below is the information required by subparagraphs (d) and (e) of paragraph 2 with respect to each location or bailee where or with whom Inventory has been lodged at any time during the past four months:

(d) and (e) None.

4. Perfection. When UCC financing statements in the form specified in Schedule 4 hereto shall have been filed in the offices specified paragraph 1(c) above, the Security Interests shall constitute perfected security interests in the Collateral (except Inventory in transit) to the extent that a security interest therein may be perfected by filing pursuant to the UCC, prior to all other Liens and rights of others therein except for the Permitted Liens.




5. Unusual Transactions. All Accounts have been originated by the Pledgor and all Inventory and Equipment has been acquired by the Pledgor in the ordinary course of its business.

6. Patents. Trademarks, Copyrights. AU patents, trademarks and copyrights owned by the Pledgor as of the date hereof and all patent licenses, trademark licenses and copyright licenses to which the Pledgor is a party as of the date hereof are listed on Schedule 6 hereto.

gnature page follows


MILL00034358



BY: Name: eorge Gillett, Jr. Title: Class A Member

IN WITNESS WHEREOF, we have hereunto set out hands as of the date set forth on the first page hereof.

Signature Page to Perfection Certificate to Pledge and Security Agreement (Unlimited) of Spraddle Auto


MILL00034359



SO" MULE .4 TO PERFECIIONCERTINCATE

FORM OF UCC-1 FINANCING STATEMENT




SCHEDULE 6 TO PERFECTION CERTIFICATE

PATENTS. TRADEMARKS & COPYRIGHTS

None.


