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SECTION 2.3. Possession of Collateral. Except as otherwise expressly permitted herein, the Pledgor shall promptly deliver or cause to be delivered to the Secured Party all property, instruments and papers comprising, representing or evidencing the Collateral or any part thereof accompanied by proper instruments of assignment or endorsement duly executed by the Pledgor. The Secured Party is hereby authorized to hold any and all Collateral delivered to it in the name of the Secured Party or at its option to cause such items to be transferred to and held in the name of a nominee. The Pledgor will promptly give to the Secured Party copies of any notices or other communications received by it with respect to the Collateral registered in the name of the Pledgor. SECTION 2.4. Retention of Collateral. (a) So long as no Default shall have occurred and be continuing, upon receipt by the Pledgor from and after the date of this Agreement, the Pledged Amounts shall not be commingled by the Pledgor with any of its other funds or property but shall be held separate and apart therefrom in trust for the benefit of the Secured Party and shall be forthwith immediately paid over to the Secured Party at the request of the Secured Party upon the occurrence of an Event of Default. (b) Upon the occurrence and during the continuance of an Event of Default, all rights of the Pledgor to receive and retain the Pledged Amounts shall cease, and all such rights shall thereupon become vested in the Secured Party, which shall have the sole and exclusive right and authority to receive and retain such Pledged Amounts. The Pledgor shall immediately transfer all Pledged Amounts to the Secured Party upon the Secured Party's request upon an Event of Default. Upon the occurrence of an Event of Default, the Secured Party may direct the Limited Partners to pay the Pledged Amounts to the Secured Party. Any and all money and other property paid over to or received by the Secured Party pursuant to the provisions of this Agreement shall be retained by the Secured Party in an account to be established by the Secured Party upon receipt of such money or other property and shall be applied to the Obligations in accordance with the provisions of Section 62 hereof. RTICLE III REPRESENTATIONS AND WARRA NTIES The Pledgor represents and warrants to the Secured Party that the following statements are true, correct and complete as to the Pledgor: SECTION 3.1. Title and .utho r ty. The Pledgor is the beneficial owner of the Collateral and has good and marketable title to the Collateral free and clear of any Liens other than the Permitted Liens. The Pledgor has full power and authority to pledge, and/or grant the security interest ire, the Collateral to the Secured Party pursuant hereto and to execute, deliver and perform the obligations of the Pledgor in accordance with the terms of this Agreement without the consent or 420053 0111367 -0263 5