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"UCC" means the Uniform Commercial Code as in effect from time to time in the State of
<br />California.
<br />SECTION 1.2. Rules of Construction. Unless otherwise defined herein,, all terms used
<br />herein which are defined by the UCC shall have the same meanings as are assigned to them by the
<br />UCC unless and to the extent varied by this Agreement. The words "hereof', "herein", and
<br />"hereunder" and words of similar import when used in this Agreement shall refer to this Agreement
<br />as a whole and not to any particular provision of this Agreement, and section, subsection, schedule,
<br />and exhibit references are references to sections or subsections of, or schedules or exhibits to, as the
<br />case may be, this Agreement unless otherwise specified. As used herein, the singular number shall
<br />include the plural, the plural the singular, and the use of the masculine, feminine, or neuter gender
<br />shall include all genders, as the context may require.
<br />ARTICLE 11
<br />THE COLLATERAL
<br />SECTION 2. 1. The Pledge. In order to secure the full and punctual payment when due of
<br />the Obligations, the Pledgor hereby transfers, pledges, assigns and conveys to the Secured Party, and
<br />hereby grants to the Secured Party a continuing security interest in and lien on, all of the following
<br />property of the Pledgor, both now owned and existing and hereafter created, acquired or arising (all
<br />such property being herein collectively referred to as the "Collateral") and all right, title and interest
<br />of the Pledgor, present or future, in and to the following Collateral.-
<br />(a) Pledged Amounts. (i) the Additional Capital as that term is defined in the
<br />Partnership Agreement) of the Limited Partners up to and including the amount of $,50,000 payable
<br />to the Pled or under the terms of the Partnership Agreement (the "Pledged Amounts")�, (ii) any
<br />certificates representing or evidencing the Pledged Amounts, (iii) any and all other property which
<br />may be delivered to or held by the Secured Party pursuant to the provisions of this Agreement, (iv)
<br />all payments of principal or interest, dividends, cash, income, profits, instruments,, securities and
<br />other property from time to time received, receivable or otherwise distributed in respect of, in
<br />exchange for or upon conversion of the Pledged Amounts, and (v) any and all enforcement rights,
<br />powers and privileges accruing to the Pledgor under the Partnership Agreement in connection in any
<br />way with the Limited Partners' Additional Capital; and
<br />(b) Proceeds. All cash and non-cash proceeds and products of the Collateral
<br />described in clause (a) above, together with all substitutions, replacements and renewals thereof-, and
<br />(c) Records. All Records relating or pertaining to the Collateral described in
<br />claims (a) and (b) above.
<br />SECTION 22. Pledge and Security Interests for Security Onlv. The pledge and security
<br />interests granted hereby are intended as security only and shall not subject the Secured Party to, or
<br />transfer or in any way affect or modify, any obligation or liability of the Pledgor with respect to any
<br />of the Collateral or any transaction in connection therewith.
<br /># 420053
<br />011367-0283
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