Common use of Security Interest and Pledge Clause in Contracts

Security Interest and Pledge. Subject to the terms of this Agreement and the Credit Agreement, and to secure the Secured Obligations, each Pledgor hereby pledges, assigns, grants, conveys and transfers to the Administrative Agent for the ratable benefit of the Secured Parties a continuing first priority security interest in, and a right of set-off against, any and all of such Pledgor’s rights, title and interest in, to and under the following property, whether now existing or owned, acquired or arising hereafter (collectively, the “Collateral”): (a) all of shares of Capital Stock in the Persons listed on the attached Schedule 2.1(a) and any other entities which hereafter become Subsidiaries of such Pledgor or any of its Subsidiaries in which such Pledgor has an ownership interest (other than a Regulated Subsidiary, until such time as all approvals and/or consents required by Section 7.16 of the Credit Agreement with respect to such Regulated Subsidiary shall have been obtained) (collectively, the “Companies”), and the certificates or instruments, if any, representing such Capital Stock and all options and other rights, contractual or otherwise, with respect thereto (collectively, the “Pledged Shares”); (b) any other shares of Capital Stock hereafter pledged to the Administrative Agent pursuant to this Agreement; (c) all “investment property” as such term is defined in §9-102(a)(49) of the UCC with respect thereto; (d) any “security entitlement” as such term is defined in § 8-102(a)(l7) of the UCC with respect thereto; (e) all books and records relating to the foregoing; and (f) all Accessions and Proceeds (as each is defined in the UCC) of the foregoing, including, without limitation, all distributions (cash, stock, or otherwise), dividends, stock dividends, securities, cash, instruments, rights to subscribe, purchase, or sell, and other property, rights, and interest that such Pledgor is at any time entitled to receive or is otherwise distributed in respect of, or in exchange for, any or all of the Collateral, and without affecting the obligations of such Pledgor under any provision of the Credit Agreement, in the event of any consolidation or merger in which such Pledgor is not the surviving corporation, all shares of each class or Capital Stock of the successor entity formed by or resulting from such consolidation or merger (all of the foregoing described in this clause (f), the “Collateral Proceeds”); provided, that in no event shall the Administrative Agent’s security interest encumber capital stock or membership interests of any of the Companies which is (i) a “controlled foreign corporation” (within the meaning of the Internal Revenue Code) representing more than sixty-five percent (65%) of the combined voting power of all classes of stock or membership interests entitled to vote (the “Voting Stock”) of any such entity, or (ii) Excluded Property. Without limiting the generality of the foregoing, it is hereby specifically understood and agreed that a Pledgor may from time to time hereafter deliver additional Capital Stock to the Administrative Agent as collateral security for the Secured Obligations. Upon delivery to the Administrative Agent, such additional Capital Stock shall be deemed to be part of the Collateral of such Pledgor and shall be subject to the terms of this Pledge Agreement whether or not Schedule 2.1(a) is amended to refer to such additional Capital Stock.

Security Interest and Pledge. Subject to As collateral security for the terms prompt payment in full when due of this Agreement and the Credit Agreement, and to secure the Secured Obligations, each Pledgor hereby pledges, assigns, grants, conveys pledges and transfers grants to the Administrative Agent for the ratable benefit of the Secured Parties Party a continuing first priority security interest in, and a right of set-off against, any and in all of such Pledgor’s rights's right, title and interest in, in and to and under the following property, whether now existing or owned, acquired or arising hereafter property (collectively, such property being hereinafter sometimes called the “"Collateral”"): (a) all of shares of the Capital Stock in issued by, and all other ownership interest in, the Persons listed described on the attached Schedule 2.1(a) I hereof and any other entities which all Material Subsidiaries hereafter become Subsidiaries of such Pledgor created or acquired and owned by Pledgor, whether any of its Subsidiaries in which such Pledgor has an ownership interest (other than a Regulated Subsidiary, until such time as all approvals and/or consents required by Section 7.16 of the Credit Agreement with respect to such Regulated Subsidiary shall have been obtained) (collectively, the “Companies”), and the certificates foregoing are now owned or instruments, if any, representing such Capital Stock and all options and other rights, contractual or otherwise, with respect thereto (collectively, the “Pledged Shares”); (b) any other shares of Capital Stock hereafter pledged to the Administrative Agent pursuant to this Agreement; (c) all “investment property” as such term is defined in §9-102(a)(49) of the UCC with respect thereto; (d) any “security entitlement” as such term is defined in § 8-102(a)(l7) of the UCC with respect thereto; (e) all books and records relating to the foregoing; and (f) all Accessions and Proceeds (as each is defined in the UCC) of the foregoingacquired, including, without limitation, the Capital Stock or other ownership interests described on Schedule 1 (the "Pledged Shares"); and (b) all distributions (cashproducts, stockproceeds, or otherwise)revenues, distributions, dividends, stock dividends, securities, cash, instruments, rights to subscribe, purchase, or sell, securities and other property, rights, interests and interest other general intangibles that such Pledgor receives or is at any time entitled to receive or is otherwise distributed on account of the property described in respect of, clause (a) preceding. Anything contained in this Agreement or in exchange forany other Loan Document to the contrary notwithstanding, any the indebtedness, liabilities and obligations of Pledgor hereunder shall not exceed an aggregate amount equal to the greatest amount that would not render Pledgor's obligations under this Agreement subject to avoidance under Sections 544, 548 or all 550 of the CollateralFederal Bankruptcy Code or subject to being set aside or annulled under any applicable state law relating to fraud on creditors; provided however, that for purposes of this proviso it shall be presumed that the Secured Obligations of Pledgor under this Agreement do not equal or exceed any aggregate amount which would render Pledgor's indebtedness, liabilities or obligations under this Agreement subject to being so avoided, set aside or annulled, and the burden of proof to the contrary shall be on the party asserting to the contrary. Subject to, but without affecting the obligations of such Pledgor under any provision of the Credit Agreement, in the event of any consolidation or merger in which such Pledgor is not the surviving corporation, all shares of each class or Capital Stock of the successor entity formed by or resulting from such consolidation or merger (all of the foregoing described in this clause (f), the “Collateral Proceeds”); provided, that in no event shall the Administrative Agent’s security interest encumber capital stock or membership interests of any of the Companies which is (i) a “controlled foreign corporation” (within the meaning of the Internal Revenue Code) representing more than sixty-five percent (65%) of the combined voting power of all classes of stock or membership interests entitled to vote (the “Voting Stock”) of any such entity, or (ii) Excluded Property. Without limiting the generality of the foregoingforegoing proviso, it is hereby specifically understood and agreed that a Pledgor may from time to time hereafter deliver additional Capital Stock the provisions of this Agreement are severable and, in any action or proceeding involving any state corporate law or any bankruptcy, insolvency or other laws of general application relating to the Administrative Agent as collateral security for enforcement of creditors' rights, if the Secured Obligations. Upon delivery indebtedness, liabilities or obligations of Pledgor under this Agreement would otherwise be held or determined to be void, invalid or unenforceable on account of the amount thereof under this Agreement, then, notwithstanding any other provision of this Agreement to the Administrative contrary, the amount thereof shall, without any further action by Pledgor, Agent, such additional Capital Stock shall any Lender or any other Person, be deemed to be part of the Collateral of such Pledgor automatically limited and shall be subject reduced to the terms of this Pledge Agreement whether greatest amount which is valid and enforceable as determined in such action or not Schedule 2.1(a) is amended to refer to such additional Capital Stockproceeding.

Security Interest and Pledge. Subject to (a) All of Pledgor's rights, titles and interests (whether legal, equitable or beneficial) but not obligations or liabilities (collectively, the terms "Partnership Interest") as a general partner of this Agreement and CellStar Global -------------------- Satellite Service, Ltd., a Texas limited partnership (the Credit Agreement"Partnership"), and to secure the Secured Obligations, each Pledgor hereby pledges, assigns, grants, conveys and transfers to the Administrative Agent for the ratable benefit of the Secured Parties a continuing first priority security interest in, and a right of set-off against, any ----------- and all of such Pledgor’s 's rights, title titles and interest interests in, to and under that certain partnership agreement ("Partnership Agreement") forming the following property--------------------- Partnership by and between Pledgor and NAC Holdings, Inc., a Nevada corporation ("Holdings"), including, without limitation, the Pledgor's -------- undivided interest in partnership properties and assets and any and all rights to receive distributions, whether now existing in cash or ownedin kind, acquired draws, proceeds, income, or arising hereafter (collectively, the “Collateral”): (a) all of shares of Capital Stock in the Persons listed on the attached Schedule 2.1(a) and any other entities which hereafter become Subsidiaries payment of such Pledgor any nature whatsoever, or any assignment or conveyance of its Subsidiaries undivided interests in which such Pledgor has an ownership interest (other than a Regulated Subsidiaryassets, until such time as all approvals and/or consents whether real or personal, made or required by Section 7.16 of the Credit Agreement to be made with respect to such Regulated Subsidiary shall have been obtained) (collectivelythe Partnership Interest, whether upon dissolution or termination of the “Companies”), and the certificates or instruments, if any, representing such Capital Stock and all options and other rights, contractual Partnership or otherwise, including without limitation all interests of Pledgor in all payments, gross receipts, accounts, accounts receivable, notes and other rights to the payment of money and all property and assets of the Partnership, together with respect thereto (collectivelyany and all evidence of the Partnership Interest and any and all certificates, options, rights, or other interests or distributions issued in addition to, in substitution or exchange for, or on account of, the “Pledged Shares”)Partnership Interest, and any and all exchanges and substitutions for, increases, products and proceeds of the foregoing, all of the foregoing whether now owned or hereafter acquired by Pledgor; (b) any other All present and future issued and outstanding shares of Capital Stock capital stock or other equity or investment securities issued by any Subsidiary of Pledgor not named above, except Foreign Subsidiaries and holding companies of Foreign Subsidiaries, now owned or hereafter pledged to the Administrative Agent pursuant to this Agreementacquired by Pledgor; (c) all “All present and future issued and outstanding shares of non-voting capital stock or other non-voting equity or investment property” as such term securities issued by any Subsidiary of Pledgor not named above which is defined in §9-102(a)(49) a holding company of the UCC with respect theretoany Foreign Subsidiary, now owned or hereafter acquired by Pledgor; (d) 65% of all present and future issued and outstanding shares of voting capital stock or other voting equity or investment securities issued by any “security entitlement” as such term Subsidiary of Pledgor not named above which is defined in § 8-102(a)(l7) a holding company of the UCC with respect theretoany Foreign Subsidiary, now owned or hereafter acquired by Pledgor; (e) All present and future increases, profits, combinations, reclassifications of, and substitutes and replacements for, all books or part of the foregoing, and records relating to all present and future accounts, contract rights, general intangibles, chattel paper, documents, instruments, cash and noncash proceeds, and other rights arising from or by virtue of, or from the voluntary or involuntary sale, lease, or other disposition of, or collections with respect to, all or any part of the foregoing; and (f) all Accessions and Proceeds (as each is defined in the UCC) of the foregoingAll products, includingproceeds, without limitationrevenues, all distributions (cash, stock, or otherwise)distributions, dividends, stock dividends, securities, cash, instruments, rights to subscribe, purchase, or sell, and other property, rights, and interest interests that such Pledgor receives or is at any time entitled to receive or is otherwise distributed in respect of, or in exchange for, any or all of the Collateral, and without affecting the obligations of such Pledgor under any provision of the Credit Agreement, in the event of any consolidation or merger in which such Pledgor is not the surviving corporation, all shares of each class or Capital Stock of the successor entity formed by or resulting from such consolidation or merger (all of the foregoing described in this clause (f), the “Collateral Proceeds”); provided, that in no event shall the Administrative Agent’s security interest encumber capital stock or membership interests on account of any of the Companies which is (i) a “controlled foreign corporation” (within the meaning of the Internal Revenue Code) representing more than sixty-five percent (65%) of the combined voting power of all classes of stock or membership interests entitled to vote (the “Voting Stock”) of any such entity, or (ii) Excluded Property. Without limiting the generality of the foregoing, it is hereby specifically understood and agreed that a Pledgor may from time to time hereafter deliver additional Capital Stock to the Administrative Agent as collateral security for the Secured Obligations. Upon delivery to the Administrative Agent, such additional Capital Stock shall be deemed to be part of the Collateral of such Pledgor and shall be subject to the terms of this Pledge Agreement whether or not Schedule 2.1(a) is amended to refer to such additional Capital Stock.

Security Interest and Pledge. Subject to the terms of this Agreement and the Credit Agreement, and to secure the Secured Obligations, each Pledgor hereby pledgespledges and, except in the case of any ULC Shares, assigns, grants, conveys and transfers to the Administrative Agent for the ratable benefit of the Secured Parties a continuing first priority security interest in, and a right of set-off against, any and all of such Pledgor’s rights, title and interest in, to and under the following property, whether now existing or owned, acquired or arising hereafter (collectively, the “Collateral”): (a) all of shares of Capital Stock in the Persons listed on the attached Schedule 2.1(a) and any other entities which hereafter become Subsidiaries of such Pledgor or any of its Subsidiaries in which such Pledgor has an ownership interest (other than a Regulated Subsidiary, until such time as all approvals and/or consents required by Section 7.16 7.15 of the Credit Agreement with respect to such Regulated Subsidiary shall have been obtained) obtained (collectively, the each an “CompaniesEntity”), and the certificates or instruments, if any, representing such Capital Stock and all options and other rights, contractual or otherwise, with respect thereto (collectively, the “Pledged Shares”); (b) any other shares of Capital Stock hereafter pledged to the Administrative Agent pursuant to this Agreement; (c) all “investment property” as such term is defined in §9-102(a)(49) of the UCC with respect thereto; (d) any “security entitlement” as such term is defined in § 8-102(a)(l7) of the UCC with respect thereto; (e) all books and records relating to the foregoing; and (f) all Accessions and Proceeds (as each is defined in the UCC) of the foregoing, including, without limitation, all distributions (cash, stock, or otherwise), dividends, stock dividends, securities, cash, instruments, rights to subscribe, purchase, or sell, and other property, rights, and interest that such Pledgor is at any time entitled to receive or is otherwise distributed in respect of, or in exchange for, any or all of the Collateral, and without affecting the obligations of such Pledgor under any provision of the Credit Agreement, in the event of any consolidation or merger in which such Pledgor is not the surviving corporation, all shares of each class or Capital Stock of the successor entity formed by or resulting from such consolidation or merger (all of the foregoing described in this clause (f), the “Collateral Proceeds”); provided, that in no event shall the Administrative Agent’s security interest encumber capital stock or membership interests of any of the Companies Entity which is (i) a “controlled foreign corporation” (within the meaning of the Internal Revenue Code) representing more than sixty-five percent (65%) of the combined voting power of all classes of stock or membership interests entitled to vote (the “Voting Stock”) of any such entity, or (ii) Excluded Property. Without limiting the generality of the foregoing, it is hereby specifically understood and agreed that a Pledgor may from time to time hereafter deliver additional Capital Stock to the Administrative Agent as collateral security for the Secured Obligations. Upon delivery to the Administrative Agent, such additional Capital Stock shall be deemed to be part of the Collateral of such Pledgor and shall be subject to the terms of this Pledge Agreement whether or not Schedule 2.1(a) is amended to refer to such additional Capital Stock.

Security Interest and Pledge. Subject to As collateral security for the terms prompt payment in full when due of this Agreement and the Credit Agreement, and to secure the Secured all Obligations, each Pledgor hereby pledges, assigns, grants, conveys pledges and transfers grants to the Administrative Agent for the ratable benefit of the Secured Parties Party a continuing first priority security interest in, and a right of set-off against, any and in all of such Pledgor’s rightsright, title and interest in, in and to and under the following property, whether now existing or owned, acquired or arising hereafter property (collectively, such property being hereinafter sometimes called the “Collateral”): 1. all the capital stock, other equity securities, and all other ownership interests in, the Subsidiaries described on Schedule 1 hereto under such Pledgor’s name and all other of its directly owned Material Subsidiaries that are organized under the laws of the United States of America or a jurisdiction therein and are hereafter created or acquired and owned by such Pledgor, whether any of the foregoing are now owned or hereafter acquired, including the capital stock or other ownership interests described on Schedule 1 under such Pledgor’s name; and 2. the capital stock, other equity securities and all other ownership interests specifically described under such Pledgor’s name on Schedule 2 (a) all the issuers of shares of Capital Stock in the Persons listed on the attached Schedule 2.1(a) such stock or other interest and any other entities which hereafter become Subsidiaries Subsidiary, besides Lake Park Insurance Ltd., organized under the laws of a jurisdiction outside the United States of America, herein the “Foreign Subsidiaries”) and so much of such Pledgor Pledgor’s right, title and interest in any other capital stock or other ownership interests issued by the Foreign Subsidiaries described on Schedule 2 or any of its Subsidiaries in which such Pledgor has an ownership interest other Foreign Subsidiary that is a Material Subsidiary and is hereafter created or acquired, as is necessary so that not more than and not less than sixty–five percent (other than a Regulated Subsidiary, until such time as all approvals and/or consents required by Section 7.16 of the Credit Agreement with respect to such Regulated Subsidiary shall have been obtained) (collectively, the “Companies”), and the certificates or instruments, if any, representing such Capital Stock and all options and other rights, contractual or otherwise, with respect thereto (collectively, the “Pledged Shares”); (b) any other shares of Capital Stock hereafter pledged to the Administrative Agent pursuant to this Agreement; (c) all “investment property” as such term is defined in §9-102(a)(4965%) of the UCC with respect thereto; (d) any “security entitlement” as capital stock or other ownership interest in each such term Foreign Subsidiary is defined pledged in § 8-102(a)(l7) of the UCC with respect thereto; (e) all books and records relating to the foregoingtotal hereunder; and (f) 3. all Accessions and Proceeds (as each is defined in the UCC) of the foregoingproceeds, including, without limitation, all distributions (cash, stock, or otherwise)distributions, dividends, stock dividends, securities, cash, instruments, rights to subscribe, purchase, or sell, payment intangibles and other property, rights, interests and interest other general intangibles that such Pledgor it receives or is at any time entitled to receive or is otherwise distributed in respect of, or in exchange for, any or all on account of the Collateralproperty described in the preceding clauses (a) and (b). However, the Obligations secured by this Agreement shall be limited, with respect to any Pledgor that is a Subsidiary, to an aggregate amount equal to the largest amount that would not render such Pledgor’s obligations hereunder and without affecting under the obligations other Financing Documents subject to avoidance under Section 544 or 548 of such Pledgor the United States Bankruptcy Code or under any provision of the Credit Agreement, in the event of any consolidation applicable state law relating to fraudulent transfers or merger in which such Pledgor is not the surviving corporation, all shares of each class or Capital Stock of the successor entity formed by or resulting from such consolidation or merger (all of the foregoing described in this clause (f), the “Collateral Proceeds”); provided, that in no event shall the Administrative Agent’s security interest encumber capital stock or membership interests of any of the Companies which is (i) a “controlled foreign corporation” (within the meaning of the Internal Revenue Code) representing more than sixty-five percent (65%) of the combined voting power of all classes of stock or membership interests entitled to vote (the “Voting Stock”) of any such entity, or (ii) Excluded Property. Without limiting the generality of the foregoing, it is hereby specifically understood and agreed that a Pledgor may from time to time hereafter deliver additional Capital Stock to the Administrative Agent as collateral security for the Secured Obligations. Upon delivery to the Administrative Agent, such additional Capital Stock shall be deemed to be part of the Collateral of such Pledgor and shall be subject to the terms of this Pledge Agreement whether or not Schedule 2.1(a) is amended to refer to such additional Capital Stockconveyances.

Security Interest and Pledge. Subject to the terms of this Agreement and the Credit ---------------------------- Agreement, and to secure the Secured Obligations, each Pledgor hereby pledges, assigns, grants, conveys pledges and transfers grants to the Administrative Agent Agent, for the ratable pro rata benefit of the Secured Parties Banks, a continuing first priority security interest inin the following property whether now owned or hereafter acquired by Pledgor (such property being hereinafter sometimes called the "Collateral"): ---------- (a) All of Pledgor's rights, titles and interests (whether legal, equitable or beneficial) but not obligations or liabilities (collectively, the "Partnership Interest") as a right -------------------- [limited partner/general partner] of set-off against____________________________, any a Texas limited partnership (the "Partnership"), and all of such Pledgor’s 's rights, title ----------- titles and interest interests in, to and under that certain partnership agreement forming the following propertyPartnership by and between Pledgor and ____________, including, without limitation, the Pledgor's undivided interest in partnership properties and assets and any and all rights to receive distributions, whether now existing in cash or ownedin kind, acquired draws, proceeds, income, or arising hereafter (collectively, the “Collateral”): (a) all of shares of Capital Stock in the Persons listed on the attached Schedule 2.1(a) and any other entities which hereafter become Subsidiaries payment of such Pledgor any nature whatsoever, or any assignment or conveyance of its Subsidiaries undivided interests in which such Pledgor has an ownership interest (other than a Regulated Subsidiaryassets, until such time as all approvals and/or consents whether real or personal, made or required by Section 7.16 of the Credit Agreement to be made with respect to such Regulated Subsidiary shall have been obtained) (collectivelythe Partnership Interest, whether upon dissolution or termination of the “Companies”), and the certificates or instruments, if any, representing such Capital Stock and all options and other rights, contractual Partnership or otherwise, including without limitation all interests of Pledgor in all payments, gross receipts, accounts, accounts receivable, notes and other rights to the payment of money and all property and assets of the Partnership, together with respect thereto (collectivelyany and all evidence of the Partnership Interest and any and all certificates, options, rights, or other interests or distributions issued in addition to, in substitution or exchange for, or on account of, the “Pledged Shares”)Partnership Interest, and any and all exchanges and substitutions for, increases, products and proceeds of the foregoing, all of the foregoing whether now owned or hereafter acquired by Pledgor;] (b) any other All present and future issued and outstanding shares of Capital Stock capital stock or other equity or investment securities issued by ____________, now owned or hereafter pledged to the Administrative Agent pursuant to this Agreementacquired by Pledgor, including without limitation _____ shares of common capital stock of ____________ evidenced by certificate number _____;] (c) (i) 65% of all “present and future issued and outstanding shares of voting capital stock or other voting equity or investment property” as such term is defined in §9securities issued by ________________ __________, a ____________ corporation ("____________"), now owned or hereafter acquired by Pledgor, including without limitation _________ shares of common capital stock of ____________ evidenced by certificate no. _____, and (ii) 100% of all present and future issued and outstanding shares of non-102(a)(49) of the UCC with respect theretovoting preferred stock or other non- voting equity or investment securities issued by ____________, now owned or hereafter acquired by Pledgor;] (d) any “security entitlement” as such term is defined in § 8-102(a)(l7shares of Hong Kong Dollar one each representing 65% of all present issued share capital of CellStar (Asia) of the UCC with respect theretoCorporation Ltd., a Hong Kong corporation ("CellStar Asia");] ------------- (e) All present and future issued and outstanding shares of capital stock or other equity or investment securities issued by any Subsidiary of Pledgor not named above, except Foreign Subsidiaries and holding companies of Foreign Subsidiaries, now owned or hereafter acquired by Pledgor; (f) All present and future issued and outstanding shares of non- voting capital stock or other non-voting equity or investment securities issued by any Subsidiary of Pledgor not named above which is a holding company of any Foreign Subsidiary, now owned or hereafter acquired by Pledgor; (g) 65% of all books present and records relating to future issued and outstanding shares of voting capital stock or other voting equity or investment securities issued by any Subsidiary of Pledgor not named above which is a holding company of any Foreign Subsidiary, now owned or hereafter acquired by Pledgor; (h) All present and future increases, profits, combinations, reclassifications of, and substitutes and replacements for, all or part of the foregoing, and all present and future accounts, contract rights, general intangibles, chattel paper, documents, instruments, cash and noncash proceeds, and other rights arising from or by virtue of, or from the voluntary or involuntary sale, lease, or other disposition of, or collections with respect to, all or any part of the foregoing; and (fi) all Accessions and Proceeds (as each is defined in the UCC) of the foregoingAll products, includingproceeds, without limitationrevenues, all distributions (cash, stock, or otherwise)distributions, dividends, stock dividends, securities, cash, instruments, rights to subscribe, purchase, or sell, and other property, rights, and interest interests that such Pledgor receives or is at any time entitled to receive or is otherwise distributed in respect of, or in exchange for, any or all of the Collateral, and without affecting the obligations of such Pledgor under any provision of the Credit Agreement, in the event of any consolidation or merger in which such Pledgor is not the surviving corporation, all shares of each class or Capital Stock of the successor entity formed by or resulting from such consolidation or merger (all of the foregoing described in this clause (f), the “Collateral Proceeds”); provided, that in no event shall the Administrative Agent’s security interest encumber capital stock or membership interests on account of any of the Companies which is (i) a “controlled foreign corporation” (within the meaning of the Internal Revenue Code) representing more than sixty-five percent (65%) of the combined voting power of all classes of stock or membership interests entitled to vote (the “Voting Stock”) of any such entity, or (ii) Excluded Property. Without limiting the generality of the foregoing, it is hereby specifically understood and agreed that a Pledgor may from time to time hereafter deliver additional Capital Stock to the Administrative Agent as collateral security for the Secured Obligations. Upon delivery to the Administrative Agent, such additional Capital Stock shall be deemed to be part of the Collateral of such Pledgor and shall be subject to the terms of this Pledge Agreement whether or not Schedule 2.1(a) is amended to refer to such additional Capital Stock.

Security Interest and Pledge. Subject to the terms of this Agreement and the Credit Agreement, Pledgor hereby pledges and delivers to the Purchasers, and hereby grants to the Purchasers, pro rata as listed in Schedule “A” to the Purchase Agreement, a lien on and security interest in and to secure the Secured Obligationsall of Pledgor's rights, each Pledgor hereby pledgestitles, assigns, grants, conveys interests and transfers privileges in and with respect to the Administrative Agent for the ratable benefit of the Secured Parties a continuing first priority security interest in, and a right of set-off against, any and all of such Pledgor’s rights, title and interest in, to and under the following propertyPledged Securities, whether now existing owned or owned, acquired or arising hereafter (collectively, the “Collateral”): (a) all of shares of Capital Stock in the Persons listed on the attached Schedule 2.1(a) and any other entities which hereafter become Subsidiaries of such Pledgor or any of its Subsidiaries in which such Pledgor has an ownership interest (other than a Regulated Subsidiary, until such time as all approvals and/or consents required by Section 7.16 of the Credit Agreement with respect to such Regulated Subsidiary shall have been obtained) (collectively, the “Companies”), and the certificates or instruments, if any, representing such Capital Stock and all options and other rights, contractual or otherwise, with respect thereto (collectively, the “Pledged Shares”); (b) any other shares of Capital Stock hereafter pledged to the Administrative Agent pursuant to this Agreement; (c) all “investment property” as such term is defined in §9-102(a)(49) of the UCC with respect thereto; (d) any “security entitlement” as such term is defined in § 8-102(a)(l7) of the UCC with respect thereto; (e) all books and records relating to the foregoing; and (f) all Accessions and Proceeds (as each is defined in the UCC) of the foregoingacquired, including, without limitation: (a) all limited liability company interests of Exploration Holding and all securities convertible or exchangeable into, and all warrants, options or other rights to purchase limited liability company interests of Exploration Holding (but not exceeding the five percent (5%) amount of all membership interests contemplated by the definition of Pledged Securities; which 5% interest shall not be diluted); (b) all certificates or instruments representing Pledged Securities and all proceeds, income and profits thereon, and all interest, dividends and other payments, property, revenues, and distributions with respect thereto; (c) all proceeds received or receivable by Pledgor in cash, stock, stock or otherwise), dividendsfrom any recapitalization, stock dividendsreclassification, securitiesmerger, cashdissolution, instruments, rights liquidation or other termination of the existence of Exploration Holding relating to subscribe, purchase, the Pledged Securities; and (d) all other proceeds or sell, and other assets received or receivable by Pledgor in respect of its status as a member of Exploration Holding with respect to the Pledged Securities (all such property, rights, and interest that such Pledgor is at any time entitled to receive or is otherwise distributed in respect of, or in exchange for, any or all of the Collateral, and without affecting the obligations of such Pledgor under any provision of the Credit Agreement, in the event of any consolidation or merger in which such Pledgor is not the surviving corporation, all shares of each class or Capital Stock of the successor entity formed by or resulting from such consolidation or merger (all of the foregoing described in this clause (f)collectively, the “Collateral Proceeds”"Collateral"); provided, that the inclusion of proceeds in no event shall the Administrative Agent’s security interest encumber capital stock this Agreement does not authorize Pledgor to sell, dispose of or membership interests of any of the Companies which is (i) a “controlled foreign corporation” (within the meaning of the Internal Revenue Code) representing more than sixty-five percent (65%) of the combined voting power of all classes of stock or membership interests entitled to vote (the “Voting Stock”) of any such entity, or (ii) Excluded Property. Without limiting the generality of the foregoing, it is hereby specifically understood and agreed that a Pledgor may from time to time hereafter deliver additional Capital Stock to the Administrative Agent as collateral security for the Secured Obligations. Upon delivery to the Administrative Agent, such additional Capital Stock shall be deemed to be part of otherwise use the Collateral of such Pledgor and shall be subject to the terms of this Pledge Agreement whether or in any manner not Schedule 2.1(a) is amended to refer to such additional Capital Stockspecifically authorized hereby.

Security Interest and Pledge. Subject to the terms of this Agreement and the Credit Agreement, and to secure the Secured Obligations, each Pledgor hereby pledges, assigns, grants, conveys and transfers to the Administrative Agent for the ratable benefit of the Secured Parties Party a continuing first priority security interest in, and a right of set-off against, any and in all of such Pledgor’s 's rights, title and interest in, to and under the following property, whether now existing or owned, acquired or arising hereafter property (collectively, such property being hereinafter called the “"Collateral”"): (a) all of shares of Capital Stock capital stock or membership interests, as applicable, in the Persons listed on the attached Schedule 2.1(a) 1 and any other entities which hereafter become Subsidiaries of such Pledgor [Pledgor] [the Borrower] or any of its Subsidiaries in which such Pledgor has an ownership interest (other than a Regulated Subsidiary, until such time as all approvals and/or consents required by Section 7.16 of the Credit Agreement with respect to such Regulated Subsidiary shall have been obtained) (collectively, the “"Companies”), and the certificates or instruments, if any, representing such Capital Stock and all options and other rights, contractual or otherwise, with respect thereto (collectively, the “Pledged Shares”"); (b) any other shares of Capital Stock capital stock or membership interests hereafter pledged to the Administrative Agent Secured Party pursuant to this Agreement; (c) all “"investment property” " as such term is defined in §9-102(a)(49(S)9.115(a)(6) of the UCC with respect thereto; (d) any “"security entitlement” " as such term is defined in § 8-102(a)(l7(S) 8.102(a)(17) of the UCC with respect thereto;; and (e) all books products and records relating to the foregoing; and (f) all Accessions and Proceeds (as each is defined in the UCC) proceeds of the foregoing, including, without limitation, all distributions (cash, stock, or otherwise)distributions, dividends, stock dividends, securities, cash, instruments, rights to subscribe, purchase, or sell, and other property, rights, and interest interests that such Pledgor is at any time entitled to receive or is otherwise distributed in respect of, or in exchange for, any or all on account of the Collateral, and without affecting the obligations of such Pledgor under any provision of the Credit Agreement, in the event of any consolidation or merger in which such Pledgor is not the surviving corporation, all shares of each class or Capital Stock of the successor entity formed by or resulting from such consolidation or merger same (all of the foregoing described in this clause (fe), the “"Collateral Proceeds”"); provided, provided that in no event shall the Administrative Agent’s Secured Party's security interest encumber capital stock or membership interests of any of the Companies which is (i) a “"controlled foreign corporation” " (within the meaning of the Internal Revenue Code) representing more than sixty-five percent (65%) of the combined voting power of all classes of stock or membership interests entitled to vote (the “"Voting Stock”") of any such entity, or (ii) Excluded Property. Without limiting the generality of the foregoing, it is hereby specifically understood and agreed that a Pledgor may from time to time hereafter deliver additional Capital Stock to the Administrative Agent as collateral security for the Secured Obligations. Upon delivery to the Administrative Agent, such additional Capital Stock shall be deemed to be part of the Collateral of such Pledgor and shall be subject to the terms of this Pledge Agreement whether or not Schedule 2.1(a) is amended to refer to such additional Capital Stock.

Security Interest and Pledge. Subject to (a) All present and future issued and outstanding shares of capital stock or other equity or investment securities issued by Florida Properties, Inc., a Texas corporation ("Florida Properties"), now owned or ------------------ hereafter acquired by Pledgor, including without limitation 1000 shares of common capital stock of Florida Properties evidenced by certificate number 01; (b) All of Pledgor's rights, titles and interests (whether legal, equitable or beneficial) but not obligations or liabilities (collectively, the terms "Partnership Interest") as a limited partner of this Agreement and CellStar Global -------------------- Satellite Service, Ltd., a Texas limited partnership (the Credit Agreement"Partnership"), and to secure the Secured Obligations, each Pledgor hereby pledges, assigns, grants, conveys and transfers to the Administrative Agent for the ratable benefit of the Secured Parties a continuing first priority security interest in, and a right of set-off against, any ----------- and all of such Pledgor’s 's rights, title titles and interest interests in, to and under that certain partnership agreement (the following property"Partnership Agreement") forming the --------------------- Partnership by and between Pledgor and National Auto Center, Inc., a Delaware corporation ("NAC"), including, without limitation, the Pledgor's --- undivided interest in partnership properties and assets and any and all rights to receive distributions, whether now existing in cash or ownedin kind, acquired draws, proceeds, income, or arising hereafter (collectively, the “Collateral”): (a) all of shares of Capital Stock in the Persons listed on the attached Schedule 2.1(a) and any other entities which hereafter become Subsidiaries payment of such Pledgor any nature whatsoever, or any assignment or conveyance of its Subsidiaries undivided interests in which such Pledgor has an ownership interest (other than a Regulated Subsidiaryassets, until such time as all approvals and/or consents whether real or personal, made or required by Section 7.16 of the Credit Agreement to be made with respect to such Regulated Subsidiary shall have been obtained) (collectivelythe Partnership Interest, whether upon dissolution or termination of the “Companies”), and the certificates or instruments, if any, representing such Capital Stock and all options and other rights, contractual Partnership or otherwise, including without limitation all interests of Pledgor in all payments, gross receipts, accounts, accounts receivable, notes and other rights to the payment of money and all property and assets of the Partnership, together with respect thereto (collectivelyany and all evidence of the Partnership Interest and any and all certificates, options, rights, or other interests or distributions issued in addition to, in substitution or exchange for, or on account of, the “Pledged Shares”); (b) Partnership Interest, and any other shares and all exchanges and substitutions for, increases, products and proceeds of Capital Stock the foregoing, all of the foregoing whether now owned or hereafter pledged to the Administrative Agent pursuant to this Agreementacquired by Pledgor; (c) all “All present and future issued and outstanding shares of capital stock or other equity or investment property” as such term is defined in §9-102(a)(49) securities issued by any Subsidiary of the UCC with respect theretoPledgor not named above, except Foreign Subsidiaries and holding companies of Foreign Subsidiaries, now owned or hereafter acquired by Pledgor; (d) All present and future issued and outstanding shares of non-voting capital stock or other non-voting equity or investment securities issued by any “security entitlement” as such term Subsidiary of Pledgor not named above which is defined in § 8-102(a)(l7) a holding company of the UCC with respect theretoany Foreign Subsidiary, now owned or hereafter acquired by Pledgor; (e) 65% of all books present and records relating to future issued and outstanding shares of voting capital stock or other voting equity or investment securities issued by any Subsidiary of Pledgor not named above which is a holding company of any Foreign Subsidiary, now owned or hereafter acquired by Pledgor; (f) All present and future increases, profits, combinations, reclassifications of, and substitutes and replacements for, all or part of the foregoing, and all present and future accounts, contract rights, general intangibles, chattel paper, documents, instruments, cash and noncash proceeds, and other rights arising from or by virtue of, or from the voluntary or involuntary sale, lease, or other disposition of, or collections with respect to, all or any part of the foregoing; and (fg) all Accessions and Proceeds (as each is defined in the UCC) of the foregoingAll products, includingproceeds, without limitationrevenues, all distributions (cash, stock, or otherwise)distributions, dividends, stock dividends, securities, cash, instruments, rights to subscribe, purchase, or sell, and other property, rights, and interest interests that such Pledgor receives or is at any time entitled to receive or is otherwise distributed in respect of, or in exchange for, any or all of the Collateral, and without affecting the obligations of such Pledgor under any provision of the Credit Agreement, in the event of any consolidation or merger in which such Pledgor is not the surviving corporation, all shares of each class or Capital Stock of the successor entity formed by or resulting from such consolidation or merger (all of the foregoing described in this clause (f), the “Collateral Proceeds”); provided, that in no event shall the Administrative Agent’s security interest encumber capital stock or membership interests on account of any of the Companies which is (i) a “controlled foreign corporation” (within the meaning of the Internal Revenue Code) representing more than sixty-five percent (65%) of the combined voting power of all classes of stock or membership interests entitled to vote (the “Voting Stock”) of any such entity, or (ii) Excluded Property. Without limiting the generality of the foregoing, it is hereby specifically understood and agreed that a Pledgor may from time to time hereafter deliver additional Capital Stock to the Administrative Agent as collateral security for the Secured Obligations. Upon delivery to the Administrative Agent, such additional Capital Stock shall be deemed to be part of the Collateral of such Pledgor and shall be subject to the terms of this Pledge Agreement whether or not Schedule 2.1(a) is amended to refer to such additional Capital Stock.

Security Interest and Pledge. Subject to the terms of this Agreement and the Credit Agreement, and to secure the Secured Obligations, each Pledgor hereby pledges, assigns, grants, conveys and transfers to the Administrative Agent for the ratable benefit of the Secured Parties a continuing first priority security interest in, and a right of set-off against, any and all of such Pledgor’s rights, title and interest in, to and under the following property, whether now existing or owned, acquired or arising hereafter (collectively, the “Collateral”): (a) all of shares of Capital Stock in the Persons listed on the attached Schedule 2.1(a) and any other entities which hereafter become Subsidiaries of such Pledgor or any of its Subsidiaries in which such Pledgor has an ownership interest (other than a Regulated Subsidiary, until such time as all approvals and/or consents required by Section 7.16 7.15 of the Credit Agreement with respect to such Regulated Subsidiary shall have been obtained) obtained (collectively, the each an “CompaniesEntity”), and the certificates or instruments, if any, representing such Capital Stock and all options and other rights, contractual or otherwise, with respect thereto (collectively, the “Pledged Shares”); (b) any other shares of Capital Stock hereafter pledged to the Administrative Agent pursuant to this Agreement; (c) all “investment property” as such term is defined in §9-102(a)(49) of the UCC with respect thereto; (d) any “security entitlement” as such term is defined in § 8-102(a)(l7) of the UCC with respect thereto; (e) all books and records relating to the foregoing; and (f) all Accessions and Proceeds (as each is defined in the UCC) of the foregoing, including, without limitation, all distributions (cash, stock, or otherwise), dividends, stock dividends, securities, cash, instruments, rights to subscribe, purchase, or sell, and other property, rights, and interest that such Pledgor is at any time entitled to receive or is otherwise distributed in respect of, or in exchange for, any or all of the Collateral, and without affecting the obligations of such Pledgor under any provision of the Credit Agreement, in the event of any consolidation or merger in which such Pledgor is not the surviving corporation, all shares of each class or Capital Stock of the successor entity formed by or resulting from such consolidation or merger (all of the foregoing described in this clause (f), the “Collateral Proceeds”); provided, that in no event shall the Administrative Agent’s security interest encumber capital stock or membership interests of any of the Companies Entity which is (i) a “controlled foreign corporation” (within the meaning of the Internal Revenue Code) representing more than sixty-five percent (65%) of the combined voting power of all classes of stock or membership interests entitled to vote (the “Voting Stock”) of any such entity, or (ii) Excluded Property. Without limiting the generality of the foregoing, it is hereby specifically understood and agreed that a Pledgor may from time to time hereafter deliver additional Capital Stock to the Administrative Agent as collateral security for the Secured Obligations. Upon delivery to the Administrative Agent, such additional Capital Stock shall be deemed to be part of the Collateral of such Pledgor and shall be subject to the terms of this Pledge Agreement whether or not Schedule 2.1(a) is amended to refer to such additional Capital Stock.

Security Interest and Pledge. Subject to the terms of this Agreement and the Credit Agreement, and to secure the Secured Obligations, each Pledgor hereby pledges, assigns, grants, conveys and transfers to the Administrative Agent for the ratable benefit of the holders of the Secured Parties Obligations a continuing first priority security interest in, and a right of set-off against, any and all of such Pledgor’s rights, title and interest in, to and under the following property, whether now existing or owned, acquired or arising hereafter (collectively, the “Collateral”): (a) all of shares of Capital Stock in the Persons listed on the attached Schedule 2.1(a) and any other entities which hereafter become Subsidiaries of such Pledgor or any of its Subsidiaries in which such Pledgor has an ownership interest (other than a Regulated Subsidiary, until such time as all approvals and/or consents required by Section 7.16 of the Credit Agreement with respect to such Regulated Subsidiary shall have been obtained) (collectively, the “Companies”), and the certificates or instruments, if any, representing such Capital Stock and all options and other rights, contractual or otherwise, with respect thereto (collectively, the “Pledged Shares”); (b) any other shares of Capital Stock hereafter pledged to the Administrative Agent pursuant to this Agreement; (c) all “investment property” as such term is defined in §9-102(a)(49) of the UCC with respect thereto; (d) any “security entitlement” as such term is defined in § 8-102(a)(l7) of the UCC with respect thereto; (e) all books and records relating to the foregoing; and (f) all Accessions and Proceeds (as each is defined in the UCC) of the foregoing, including, without limitation, all distributions (cash, stock, or otherwise), dividends, stock dividends, securities, cash, instruments, rights to subscribe, purchase, or sell, and other property, rights, and interest that such Pledgor is at any time entitled to receive or is otherwise distributed in respect of, or in exchange for, any or all of the Collateral, and without affecting the obligations of such Pledgor under any provision of the Credit Agreement, in the event of any consolidation or merger in which such Pledgor is not the surviving corporation, all shares of each class or Capital Stock of the successor entity formed by or resulting from such consolidation or merger (all of the foregoing described in this clause (f), the “Collateral Proceeds”); provided, that in no event shall the Administrative Agent’s security interest encumber capital stock or membership interests of any of the Companies which is (i) a “controlled foreign corporation” (within the meaning of the Internal Revenue Code) representing more than sixty-five percent (65%) of the combined voting power of all classes of stock or membership interests entitled to vote (the “Voting Stock”) of any such entity, or (ii) Excluded Property. Without limiting the generality of the foregoing, it is hereby specifically understood and agreed that a Pledgor may from time to time hereafter deliver additional Capital Stock to the Administrative Agent as collateral security for the Secured Obligations. Upon delivery to the Administrative Agent, such additional Capital Stock shall be deemed to be part of the Collateral of such Pledgor and shall be subject to the terms of this Pledge Agreement whether or not Schedule 2.1(a) is amended to refer to such additional Capital Stock.

Security Interest and Pledge. Subject to the terms of ------------------------------- this Agreement and the Credit Agreement, Pledgor hereby pledges and delivers to secure the Secured ObligationsParty, each Pledgor and hereby pledges, assigns, grants, conveys and transfers grants to the Administrative Agent for the ratable benefit of the Secured Parties Party, a continuing first priority lien on and security interest in, and a right of set-off against, any and all of such Pledgor’s 's rights, title titles, interests and interest in, privileges in and with respect to and under the following propertyPledged Securities, whether now existing owned or owned, acquired or arising hereafter (collectively, the “Collateral”): (a) all of shares of Capital Stock in the Persons listed on the attached Schedule 2.1(a) and any other entities which hereafter become Subsidiaries of such Pledgor or any of its Subsidiaries in which such Pledgor has an ownership interest (other than a Regulated Subsidiary, until such time as all approvals and/or consents required by Section 7.16 of the Credit Agreement with respect to such Regulated Subsidiary shall have been obtained) (collectively, the “Companies”), and the certificates or instruments, if any, representing such Capital Stock and all options and other rights, contractual or otherwise, with respect thereto (collectively, the “Pledged Shares”); (b) any other shares of Capital Stock hereafter pledged to the Administrative Agent pursuant to this Agreement; (c) all “investment property” as such term is defined in §9-102(a)(49) of the UCC with respect thereto; (d) any “security entitlement” as such term is defined in § 8-102(a)(l7) of the UCC with respect thereto; (e) all books and records relating to the foregoing; and (f) all Accessions and Proceeds (as each is defined in the UCC) of the foregoingacquired, including, without limitation: (a) all limited liability company interests of Exploration Holding and all securities convertible or exchangeable into, and all warrants, options or other rights to purchase limited liability company interests of Exploration Holding (but not exceeding the twenty-five percent (25%) amount of all membership interests contemplated by the definition of Pledged Securities); (b) all certificates or instruments representing Pledged Securities and all proceeds, income and profits thereon, and all interest, dividends and other payments, property, revenues, and distributions with respect thereto; (c) all proceeds received or receivable by Pledgor in cash, stock, stock or otherwise), dividendsfrom any recapitalization, stock dividendsreclassification, securitiesmerger, cashdissolution, instruments, rights liquidation or other termination of the existence of Exploration Holding relating to subscribe, purchase, the Pledged Securities; and (d) all other proceeds or sell, and other assets received or receivable by Pledgor in respect of its status as a member of Exploration Holding with respect to the Pledged Securities (all such property, rights, and interest that such Pledgor is at any time entitled to receive or is otherwise distributed in respect of, or in exchange for, any or all of the Collateral, and without affecting the obligations of such Pledgor under any provision of the Credit Agreement, in the event of any consolidation or merger in which such Pledgor is not the surviving corporation, all shares of each class or Capital Stock of the successor entity formed by or resulting from such consolidation or merger (all of the foregoing described in this clause (f)collectively, the “Collateral Proceeds”"Collateral"); provided, that the inclusion of proceeds in no event shall the Administrative Agent’s security interest encumber capital stock this Agreement does not authorize Pledgor to sell, dispose of or membership interests of any of the Companies which is (i) a “controlled foreign corporation” (within the meaning of the Internal Revenue Code) representing more than sixty-five percent (65%) of the combined voting power of all classes of stock or membership interests entitled to vote (the “Voting Stock”) of any such entity, or (ii) Excluded Property. Without limiting the generality of the foregoing, it is hereby specifically understood and agreed that a Pledgor may from time to time hereafter deliver additional Capital Stock to the Administrative Agent as collateral security for the Secured Obligations. Upon delivery to the Administrative Agent, such additional Capital Stock shall be deemed to be part of otherwise use the Collateral of such Pledgor and shall be subject to the terms of this Pledge Agreement whether or in any manner not Schedule 2.1(a) is amended to refer to such additional Capital Stockspecifically authorized hereby.