AGREEMENT INCLUDING, WITHOUT LIMITATION, THE ASSIGNMENT AND TRANSFER BY BORROWER
OF ANY OF THE COLLATERAL TO LENDER OR THE SUBSEQUENT TRANSFER THEREOF BY LENDER
PURSUANT TO THE TERMS HEREOF;
(B)
THE PLEDGED INTERESTS CONSTITUTE ALL THE LIMITED PARTNERSHIP
INTERESTS IN MORTGAGE BORROWER AND ALL MEMBERSHIP INTERESTS IN GP PLEDGOR;
(C)
BORROWER IS THE SOLE RECORD AND BENEFICIAL OWNER OF, AND HAS GOOD
TITLE TO, THE PLEDGED INTERESTS FREE OF ANY AND ALL LIENS OR OPTIONS IN FAVOR
OF, OR CLAIMS OF, ANY OTHER PERSON, EXCEPT THE LIEN CREATED BY THIS AGREEMENT
AND THE PLEDGED INTERESTS HAVE NOT PREVIOUSLY BEEN ASSIGNED, SOLD, TRANSFERRED,
PLEDGED OR ENCUMBERED (EXCEPT PURSUANT TO THIS AGREEMENT);
(D)
UPON THE FILING OF THE UCC-1 FINANCING STATEMENT REFERRED TO IN
SECTION 12 WITH THE DELAWARE SECRETARY OF STATE AND THE DELIVERY OF THE
DELIVERED CERTIFICATES TO LENDER, THE LIEN GRANTED PURSUANT TO THIS AGREEMENT
WILL CONSTITUTE A VALID, PERFECTED LIEN ON THE COLLATERAL AND RELATED PROCEEDS
IN SUCH JURISDICTION, ENFORCEABLE AGAINST ALL CREDITORS OF BORROWER AND ANY
PERSONS PURPORTING TO PURCHASE ANY COLLATERAL AND RELATED PROCEEDS FROM
BORROWER, SUBJECT TO BANKRUPTCY, INSOLVENCY, REORGANIZATION, MORATORIUM AND
OTHER SIMILAR LAWS AFFECTING THE RIGHTS OF CREDITORS GENERALLY.
(E)
THE PRINCIPAL PLACE OF BUSINESS AND CHIEF EXECUTIVE OFFICE OF
BORROWER IS LOCATED AT ADDRESS SET FORTH ON SCHEDULE I ATTACHED HERETO;
(F)
THE EXACT LEGAL NAME OF BORROWER IS SET FORTH ON SCHEDULE I
ATTACHED HERETO;
(G)
BORROWER IS ORGANIZED UNDER THE LAWS OF THE STATE OF DELAWARE;
(H)
OTHER THAN THOSE CERTIFICATES DELIVERED TO LENDER PURSUANT TO THIS
AGREEMENT, COPIES OF WHICH ARE ATTACHED HERETO AS SCHEDULE IV (THE "DELIVERED
CERTIFICATES"), THERE CURRENTLY EXIST NO CERTIFICATES, INSTRUMENTS OR WRITINGS
REPRESENTING THE PLEDGED INTERESTS (OTHER THAN WITH RESPECT TO ANY PLEDGE OF
CAPITAL STOCK HEREUNDER) EXCEPT FOR THE MORTGAGE BORROWER COMPANY AGREEMENT.
HOWEVER, TO THE EXTENT THAT IN THE FUTURE THERE EXIST ANY SUCH CERTIFICATES,
INSTRUMENTS OR WRITINGS, BORROWER SHALL DELIVER ALL SUCH CERTIFICATES,
INSTRUMENTS OR WRITINGS TO LENDER;
(I)
THE EQUITY INTERESTS IN MORTGAGE BORROWER HAVE BEEN VALIDLY
ISSUED AND FULLY PAID FOR AS PROVIDED IN THE MORTGAGE BORROWER COMPANY
AGREEMENT;
(J)
THERE ARE NO OPTIONS, WARRANTS OR OTHER AGREEMENTS (OTHER THAN
THE APPLICABLE ISSUER FORMATION AGREEMENT) WITH RESPECT TO THE COLLATERAL
OUTSTANDING;
(K)
WITH RESPECT TO ANY ISSUER THAT IS A CORPORATION, SIMULTANEOUSLY
WITH THE DELIVERY OF THIS AGREEMENT, BORROWER IS DELIVERING TO LENDER ALL
INSTRUMENTS AND STOCK CERTIFICATES REPRESENTING THE COLLATERAL, TOGETHER WITH
STOCK POWERS DULY EXECUTED IN BLANK BY BORROWER;
(L)
SCHEDULE I STATES BORROWER'S (1) NAME AS INDICATED ON THE PUBLIC
RECORD IN BORROWER'S JURISDICTION OF ORGANIZATION, (2) TYPE OF ENTITY, (3)
ORGANIZATIONAL IDENTIFICATION NUMBER, (4) PRINCIPAL PLACE OF BUSINESS AND CHIEF
EXECUTIVE OFFICE, (5) JURISDICTION OF INCORPORATION OR FORMATION, (6) NAME UNDER
WHICH BORROWER DOES BUSINESS, IF OTHER THAN ITS LEGAL NAME, (7) ADDRESS FOR THE
PAST SIX YEARS, OR IF LESS, THE DATE SINCE WHICH IT HAS BEEN SO LOCATED; AND
(M)
ALL COLLATERAL WHICH CONSTITUTES A "SECURITY" (UNDER THE APPLICABLE
VERSION OF THE