TO THE EXTENT NOT INCLUDED IN THE FOREGOING, ALL CASH AND
NON-CASH PROCEEDS, PRODUCTS, RENTS, REVENUES, ISSUES, PROFITS, ROYALTIES,
INCOME, BENEFITS, ADDITIONS, SUBSTITUTIONS, REPLACEMENTS, AND ACCESSIONS OF AND
TO ANY AND ALL OF THE FOREGOING, INCLUDING WITHOUT LIMITATION: (A) ALL RIGHTS OF
SUCH PLEDGOR TO RECEIVE MONIES DUE AND TO BECOME DUE UNDER OR PURSUANT TO THE
PLEDGED COLLATERAL; (B) ALL RIGHTS OF SUCH PLEDGOR TO RECEIVE ANY INDEMNITY,
WARRANTY OR GUARANTEE WITH RESPECT TO THE PLEDGED COLLATERAL; AND (C) TO THE
EXTENT NOT INCLUDED IN THE FOREGOING, ALL ADDITIONS TO AND REPLACEMENTS OF THE
PLEDGED COLLATERAL AND ALL PROCEEDS RECEIVABLE OR RECEIVED WHEN ANY AND ALL OF
THE PLEDGED COLLATERAL IS SOLD, COLLECTED, EXCHANGED OR OTHERWISE DISPOSED
WHETHER VOLUNTARILY OR INVOLUNTARILY.
(B)
SUBSEQUENTLY ACQUIRED BORROWER INTERESTS.
ANY ADDITIONAL SERIES A
UNITS AT ANY TIME OR FROM TIME TO TIME AFTER THE DATE HEREOF ACQUIRED BY EITHER
PLEDGOR (BY PURCHASE, DISTRIBUTION OR OTHERWISE) SHALL FORM PART OF THE PLEDGED
COLLATERAL AND EACH PLEDGOR WILL, AT THE REQUEST OF LENDER: (I) CONFIRM THE
PLEDGE OF SUCH SERIES A UNITS BY SUCH PLEDGOR; AND (II) PROMPTLY TAKE ALL SUCH
OTHER ACTIONS AS LENDER DIRECTS ARE NECESSARY OR DESIRABLE TO PERFECT THE
SECURITY INTEREST THEREIN OF LENDER UNDER ANY LAW (INCLUDING, WITHOUT
LIMITATION, UNDER THE UCC).
(c)
Off Set of Distributions from Series A Units.
Pledgors are
entitled to receive certain distributions from Lender with respect to the Series
A Units.
Each Pledgor hereby agrees that any and all distributions that such
Pledgor is entitled to receive with respect to the Series A Units may be off set
against any amounts that are then due and owing under the Note.
The Lender
agrees that it will pay any amounts of distributions in excess of the amounts
then due and owing under the Note to Pledgors.
SECTION 3.
REPRESENTATIONS AND WARRANTIES.
EACH PLEDGOR REPRESENT AND
WARRANT AS OF THE DATE HEREOF AS FOLLOWS:
(A)
PLEDGORS IS THE SOLE OWNERS OF ONE HUNDRED PERCENT (100%) OF THE
SERIES A UNITS SET FORTH ON EXHIBIT A HERETO.
(B)
THIS PLEDGE AGREEMENT HAS BEEN DULY EXECUTED AND DELIVERED BY EACH
PLEDGOR AND CONSTITUTES THE LEGAL, VALID AND BINDING OBLIGATION OF EACH PLEDGOR
ENFORCEABLE IN ACCORDANCE WITH ITS TERMS.
(C)
NEITHER THE EXECUTION AND DELIVERY OF THIS PLEDGE AGREEMENT NOR
COMPLIANCE WITH ANY OF THE TERMS AND PROVISIONS HEREOF (I) CONFLICTS WITH,
BREACHES OR CONTRAVENES ANY OF EITHER PLEDGOR'S CONTRACTUAL OBLIGATIONS; OR (II)
RESULTS IN THE CREATION OR IMPOSITION OF ANY LIENS (OTHER THAN THOSE CREATED
HEREUNDER) UPON ANY OF THE PROPERTY OR ASSETS OF EITHER PLEDGOR UNDER, OR IS A
CONDITION OR EVENT THAT CONSTITUTES (OR THAT, UPON NOTICE OR LAPSE OF TIME OR
BOTH, WOULD CONSTITUTE) AN EVENT OF DEFAULT UNDER WITH RESPECT TO ANY
CONTRACTUAL OBLIGATIONS OF EITHER PLEDGOR.
(D)
NO CONSENT OF ANY OTHER PERSON AND NO AUTHORIZATION, APPROVAL, OR
OTHER ACTION BY, AND NO NOTICE TO OR FILING WITH, ANY PERSON OR GOVERNMENTAL
AUTHORITY IS REQUIRED
2
(I) FOR THE PLEDGE OF