THE PLEDGED COLLATERAL BY EITHER PLEDGOR PURSUANT TO THIS
PLEDGE AGREEMENT; (II) FOR THE EXECUTION, DELIVERY OR PERFORMANCE OF THIS PLEDGE
AGREEMENT BY EITHER PLEDGOR; (III) FOR THE PERFECTION OR MAINTENANCE OF THE
SECURITY INTEREST CREATED HEREBY (INCLUDING THE FIRST PRIORITY NATURE OF SUCH
SECURITY INTEREST); OR (IV) FOR THE EXERCISE BY LENDER OF THE VOTING OR OTHER
RIGHTS PROVIDED FOR IN THIS PLEDGE AGREEMENT OR THE REMEDIES IN RESPECT OF THE
PLEDGED COLLATERAL PURSUANT TO THIS PLEDGE AGREEMENT OR AS PROVIDED BY ANY LAW,
EXCEPT THOSE WHICH HAVE BEEN DULY OBTAINED OR MADE AND, IN THE CASE OF THE
MAINTENANCE OF PERFECTION, THE FILING OF CONTINUATION STATEMENTS UNDER THE UCC.
(E)
PLEDGORS ARE THE LEGAL AND BENEFICIAL OWNERS OF AND HAVE GOOD
TITLE TO THE PLEDGED COLLATERAL, FREE AND CLEAR OF ALL LIENS, EXCEPT THE
SECURITY INTEREST CREATED BY THIS PLEDGE AGREEMENT.
NO EFFECTIVE FINANCING
STATEMENT OR OTHER INSTRUMENT SIMILAR IN EFFECT COVERING ALL OR ANY PART OF THE
PLEDGED COLLATERAL AND MADE, CONSENTED TO OR KNOWN BY EITHER PLEDGOR IS ON FILE
IN ANY RECORDING OFFICE, EXCEPT SUCH AS MAY HAVE BEEN FILED IN FAVOR OF THE
LENDER RELATING TO THIS PLEDGE AGREEMENT.
(F)
EACH PLEDGOR HAS THE UNCONDITIONAL RIGHT TO PLEDGE THE SERIES A
UNITS AS HEREIN PROVIDED.
(G)
NEITHER PLEDGOR IS A PARTY TO ANY OUTSTANDING AGREEMENT, OPTION OR
CONTRACT TO SELL ALL OR ANY PORTION OF THE PLEDGED COLLATERAL.
NO PART OF THE
PLEDGED COLLATERAL IS SUBJECT TO THE TERMS OF ANY AGREEMENT RESTRICTING THE SALE
OR TRANSFER OF SUCH PLEDGED COLLATERAL, EXCEPT FOR (1) THE PARTNERSHIP AGREEMENT
AND (2) THAT CERTAIN CONTRIBUTION AGREEMENT DATED JUNE 15, 2007, BETWEEN AND
AMONG CERTAIN AFFILIATES OF PLEDGORS, LENDER, AND CERTAIN OTHER PARTIES.
SECTION 4.
COVENANTS. EACH PLEDGOR AGREES THAT, UNTIL SUCH TIME AS THIS
PLEDGE AGREEMENT SHALL CEASE TO BE IN FULL FORCE AND EFFECT ACCORDING TO ITS
TERMS:
(A)
DEFENSE OF COLLATERAL.
EACH PLEDGOR WILL DEFEND THE PLEDGED
COLLATERAL AGAINST ALL CLAIMS AND DEMANDS OF ALL PERSONS (OTHER THAN LENDER)
CLAIMING AN INTEREST IN ANY OF THE PLEDGED COLLATERAL.
EACH PLEDGOR WILL
DISCHARGE OR CAUSE TO BE DISCHARGED ALL LIENS ON ANY OR ALL OF THE PLEDGED
COLLATERAL, EXCEPT FOR THE SECURITY INTEREST UNDER THIS PLEDGE AGREEMENT.
(B)
DISPOSITION OF COLLATERAL.
PRIOR TO THE PAYMENT IN FULL OF THE
NOTE, NEITHER PLEDGOR WILL (I) SELL, ASSIGN (BY OPERATION OF LAW OR OTHERWISE)
OR OTHERWISE DISPOSE OF ANY OF THE PLEDGED COLLATERAL OR (II)
CREATE OR SUFFER
TO EXIST ANY LIEN UPON OR WITH RESPECT TO ANY OF THE PLEDGED COLLATERAL, EXCEPT
FOR THE PLEDGE, HYPOTHECATION AND SECURITY INTEREST CREATED BY THIS PLEDGE
AGREEMENT.
(C)
VOTING RIGHTS.
EACH PLEDGOR SHALL EXERCISE ANY AND ALL
MANAGEMENT, VOTING AND OTHER CONSENSUAL RIGHTS PERTAINING TO THE PARTNERSHIP
AGREEMENT IN A MANNER CONSISTENT WITH THE TERMS OF THIS PLEDGE AGREEMENT AND THE
NOTE.
SECTION 5.
CONTINUED PERFECTION OF SECURITY INTEREST.
EACH PLEDGOR
AGREES THAT SUCH PLEDGOR SHALL IMMEDIATELY DELIVER TO LENDER ANY AND ALL OF THE
CERTIFICATES EVIDENCING THE PLEDGED COLLATERAL.