THE CERTIFICATES EVIDENCING THE
SERIES A UNITS SHALL BE ACCOMPANIED BY, AS APPROPRIATE, (I) IF APPLICABLE AND
REQUESTED BY LENDER, UNDATED, DULY EXECUTED STOCK POWERS OR SIMILAR INSTRUMENT
ENDORSED BY EACH PLEDGOR EITHER IN BLANK OR TO LENDER IN A MANNER WHICH LENDER
DEEMS SATISFACTORY, AND/OR (II) SUCH OTHER INSTRUMENTS OR DOCUMENTS AS LENDER
SHALL
3
REASONABLY REQUEST.
EACH PLEDGOR AGREES THAT IT WILL NOT TAKE ANY ACTIONS OR
FAIL TO PERFORM ANY OF ITS DUTIES OR OBLIGATIONS UNDER THIS PLEDGE AGREEMENT
THAT WOULD CAUSE LENDER TO CEASE TO HAVE A FIRST PRIORITY PERFECTED SECURITY
INTEREST OF THE PLEDGED COLLATERAL.
EACH PLEDGOR AGREES, FROM TIME TO TIME AND
AT ITS EXPENSE, TO PROMPTLY EXECUTE AND DELIVER ALL FURTHER INSTRUMENTS AND
DOCUMENTS, AND TAKE ALL FURTHER ACTION, THAT MAY BE NECESSARY, OR THAT LENDER
MAY REASONABLY REQUEST IN ORDER TO PERFECT AND PROTECT THE PLEDGE, HYPOTHECATION
AND SECURITY INTEREST GRANTED OR PURPORTED TO BE GRANTED HEREBY OR TO ENABLE
LENDER TO EXERCISE AND ENFORCE ITS RIGHTS AND REMEDIES HEREUNDER WITH RESPECT TO
THE PLEDGED COLLATERAL.
PLEDGOR HEREBY FURTHER AUTHORIZES LENDER TO FILE ONE OR
MORE FINANCING OR CONTINUATION STATEMENTS, AND AMENDMENTS THERETO, RELATIVE TO
ALL OR ANY PART OF THE PLEDGED COLLATERAL.
SECTION 6.
OBLIGATIONS OF PLEDGOR AND RIGHTS OF LENDER.
ANYTHING HEREIN
TO THE CONTRARY NOTWITHSTANDING: (A) THE EXERCISE BY LENDER OF ANY OF THE RIGHTS
HEREUNDER SHALL NOT RELEASE EITHER PLEDGOR FROM ANY OF SUCH PLEDGOR'S DUTIES OR
OBLIGATIONS UNDER THE PARTNERSHIP AGREEMENT; (B) LENDER SHALL HAVE NO OBLIGATION
OR LIABILITY UNDER THE PARTNERSHIP AGREEMENT OR OTHERWISE BY REASON OF THIS
PLEDGE AGREEMENT, NOR SHALL LENDER BE OBLIGATED TO PERFORM ANY OF THE
OBLIGATIONS OR DUTIES OF A PLEDGOR THEREUNDER OR TO TAKE ANY ACTION TO COLLECT
OR ENFORCE ANY CLAIM ASSIGNED HEREUNDER; AND (C) SUBJECT ONLY TO ANY EXPRESS
PROVISION HEREOF TO THE CONTRARY, PLEDGORS SHALL BE ENTITLED TO EXERCISE ALL
VOTING AND OTHER RIGHTS AND TO ENJOY ALL BENEFITS ATTACHING TO THE PLEDGED
COLLATERAL UNLESS AND TO THE EXTENT LENDER HAS, AFTER AN EVENT OF DEFAULT HAS
OCCURRED AND WHILE IT IS CONTINUING, GIVEN NOTICE THAT SUCH ENTITLEMENTS HAVE
CEASED AND BECOME VESTED IN LENDER.
IF EITHER PLEDGOR FAILS TO PERFORM ANY OF
SUCH PLEDGOR'S OBLIGATIONS UNDER THE PARTNERSHIP AGREEMENT, LENDER MAY ITSELF,
AT SUCH TIME AS AN EVENT OF DEFAULT SHALL HAVE OCCURRED AND BE CONTINUING,
PERFORM, OR CAUSE PERFORMANCE OF, SUCH AGREEMENT, AND THE EXPENSES OF LENDER
INCURRED IN CONNECTION THEREWITH SHALL BE PAYABLE BY PLEDGORS UNDER THIS PLEDGE
AGREEMENT.
THE POWERS CONFERRED ON LENDER HEREUNDER ARE SOLELY TO PROTECT ITS
INTEREST IN THE PLEDGED COLLATERAL AND SHALL NOT IMPOSE ANY DUTY UPON IT TO
EXERCISE ANY SUCH POWERS.
EXCEPT FOR THE SAFE CUSTODY OF ANY PLEDGED COLLATERAL
IN ITS POSSESSION AND THE ACCOUNTING FOR MONEYS ACTUALLY RECEIVED BY IT
HEREUNDER, LENDER SHALL HAVE NO DUTY AS TO ANY PLEDGED COLLATERAL OR AS TO THE
TAKING OF ANY NECESSARY STEPS TO PRESERVE RIGHTS AGAINST PRIOR PARTIES OR ANY
OTHER RIGHTS PERTAINING TO ANY PLEDGED