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give written notice to the Secured Party of a any evert which affects the value of the Collateral or
<br />the ability of the Pled or or of the Secured Party to dispose of the Collateral, or the rights and
<br />remedies of the Secured Party it relation thereto, including but not limited to, the levy of any legal
<br />process against the Collateral and the adoption of any order, arrangement or procedure affecting the
<br />Collateral, whether governmental or otherwise, b ) any actions, suits, or proceedings pending, or to
<br />the Pled or's knowledge, e, threatened, against the Pled or, the Pled or's property or against the
<br />Company, which may, either in any one case or in the aggregate, materially adversely affect the
<br />Collateral, c ) any changes in the timing, conditions, or amounts of the Additional Capital to be
<br />made by the Partners, or d ) any amendments, supplements or modifications to the Partnership
<br />Agreement, along with a copy of such amendments, modifications or supplements to the Partnership
<br />Agreement. The Pled or shall also immediately give written notice to the Secured Party of any
<br />change in the Pled or's address or the location of the principal place of business of the Company.
<br />SECTION 4.3. Transfer and other Liens. The Pled or will not sell, assign, contract for sale,
<br />transfer, exchange, grant a security interest in, or otherwise encumber or dispose of the Collateral, or
<br />any part thereof, or of any other assets of Plcdor without the prig written consent of the Secured
<br />Party. The Pled or will not permit any Lien (other than Permitted Liens) to attach to the Collateral,
<br />or any part thereof.
<br />SECTION 4.4. Records. The Pled or shall a at all times maintain accurate and complete
<br />Records, and b ) at all reasonable times and without hindrance or delay, permit the Secured Party or
<br />any person designated by the Secured Party to enter any places of business of the Plcdor or any
<br />other premises where any Records may be kept and to examine, audit, inspect, and make extracts
<br />from and photocopies of any such Records.
<br />SECTION 4.5. Partnership Affair, etc. The Pled or will perform., observe and carry out all
<br />of the provisions of the Partnership Agreement to be performed, observed and carried out by the
<br />Pled or. The Pled or will not consent to or approve of any material amendments or changes to the
<br />Partnership Agreement without the prig written approval of the Secured Party, which shall not be
<br />unreasonably withheld. The Plcdor will promptly furnish to the Secured Party such information
<br />concerning the operations, business, affairs and financial condition of the Pledor as the Secured
<br />Party may reasonably request. The Pled or will immediately, upon obtaining knowledge e thereof,
<br />give written notice to the Secured Party of a any default by the Limited Partners in the payment or
<br />performance of any of its obligations under the Partnership Agreement, and b) any sale or other
<br />disposition of any or a substantial part of the property and assets of the Pledor.
<br />SECTION 4.. Taxes. The Pledor will pay as and when due and payable all Taxes on the
<br />Collateral or any part thereof for which the Pledor is responsible.
<br />AIITICLE v
<br />EVENTS OF DEFAULT
<br />The term "Event of Default" shall mean, whenever it is used in this Agreement, any one or
<br />more of the following events (and the term "Default" shall mean, whenever it is used in this
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<br />0111367 -0263
<br />VA
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