Common use of The Collateral Clause in Contracts

The Collateral. (a) In consideration of the Loan made pursuant to and evidenced by the Loan Agreement and the Note, and by way of security for payment of all amounts due or to be due thereunder and hereunder, the Debtor does hereby sell, assign, transfer and set over unto, and grant a Liens and security interests in favor of the Secured Party, and unto the Secured Party's successors and assigns for benefit of the Secured Party's own proper use and benefit, as security for the Obligations (as defined in the Loan Agreement), now or in the future, and including but not limited to any future advances under the Loan Agreement, all of the Debtor's right, title and interest in and to (i) the Equipment,(ii) the Vessel, (iii) the Construction Contract, (iv) the Refund Guarantee and (v) any proceeds and products of the foregoing, including (1) whatever is now or hereafter received by debtor upon the sale, exchange, collection or other disposition of any item of Collateral, (2) any property of the type or types described below now or hereafter acquired by the debtor with any proceeds of Collateral, (3) all of the policies and contracts of insurance relating to the aforementioned Collateral, and (4) any payments under any insurance or any indemnity, warranty or guaranty, payable by reason of loss or damage to or otherwise with respect to any of the Collateral; provided, that so long as there are funds held in an escrow account established pursuant to that certain Issuer Loan Escrow Agreement dated as of March 26, 1999 (xxx "Xxxxxxx Xxxxxx Xxxxxxxxx") xxxxx Xxxxxx Xxxxxx Xxxst Company of New York, as Escrow Agent and as Trustee, the Debtor and the Secured Party, the principal amount of the Loan secured by liens on the Collateral will be reduced by an amount equal to (x) $100,000,000 less (y) any amounts released by the Escrow Agent to the Debtor pursuant to the terms of the Escrow Agreement. (b) The rights and equipment referred to in this Section 2.01 are collectively referred to herein as the "Collateral".

The Collateral. (a) In consideration of the Loan made pursuant to and evidenced by the Loan Agreement and the Note, and by way of As collateral security for the payment of all amounts in full when due (whether at stated maturity, by acceleration or to be due thereunder and hereunder, the Debtor does hereby sell, assign, transfer and set over unto, and grant a Liens and security interests in favor otherwise) of the Secured PartyObligations, each Obligor hereby pledges and unto grants to the Secured Party's successors and assigns Collateral Agent for the benefit of the Secured Party's own proper use Parties as hereinafter provided a security interest (and benefit, as confirms such pledge and grant of security for interests to the Obligations (as defined extent heretofore provided in the Loan Existing Security Agreement), now or ) in the future, and including but not limited to any future advances under the Loan Agreement, all of the Debtorsuch Obligor's right, title and interest in, to and under the following property, in each case whether tangible or intangible, wherever located, and whether now owned by such Obligor or hereafter acquired and whether now existing or hereafter coming into existence (provided that, in the case of the Holding Company, such pledge and grant shall cover only its right, title and interest to and under the property referred to in clauses (y) and (to the extent applicable) (aa) below) (all of the property described in this Section 3 being collectively referred to herein as "Collateral"): (a) all Accounts: (b) all As-Extracted Collateral; (c) all Chattel Paper; (d) the Collateral Account, the balance from time to time therein and any investments thereof; (e) all Deposit Accounts; (f) all Documents; (g) all Equipment; (h) all Fixtures; (i) subject to clause (u) below, all General Intangibles; (j) all Goods not covered by the other clauses of this Section 3; (k) the Pledged Equity, and, in the case of any Issuer organized as a limited liability company, partnership or similar entity, the limited liability company agreement, operating agreement, partnership agreement or other ownership agreements of or relating to such Issuer (including all of the right, title and interest as a member to participate in the operation or management of any such Issuer and all of its ownership interests under any such agreement), and all present and future rights of such Obligor to (i) receive payment of money, any other property or assets in connection with its ownership interests and its rights under any such agreements, (ii) any claim which such Obligor now has or may in the Equipment,(ii) future acquire against any such Issuer and its property or arising out of or for breach of or default under any such agreement or otherwise relating to the Vessel, property of any such Issuer and (iii) terminate, amend, supplement, modify or waive performance under any such agreement, to perform thereunder and to compel performance and to otherwise exercise all remedies thereunder; (l) all Instruments, including all Promissory Notes (including all Pledged Debt); (m) all Intellectual Property; (n) all Inventory; (o) all Investment Property not covered by other clauses of this Section 3, including all Securities, all Securities Accounts and all Security Entitlements with respect thereto and Financial Assets carried therein, and all Commodity Accounts and Commodity Contracts; (p) all Letter-of-Credit Rights; (q) all Commercial Tort Claims arising out of the Construction Contractevents described in Annex 9; (r) all Payment Intangibles, Software and all other General Intangibles whatsoever not covered by the other clauses of this Section 3; (s) all rights (including the right to the payment of money) of such Obligor (A) under or relating to any local marketing agreement, time brokerage agreement, joint sales agreement, shared services agreement, program services agreement or other similar agreement providing for (i) such Obligor to program or sell advertising time on all or a portion of the broadcasting time of any television or radio station or (ii) any person other than such Obligor to program or sell advertising time on all or any portion of the broadcast time of any television or radio station, (ivB) the Refund Guarantee under or relating to any outsourcing agreement, servicing agreement or other similar agreement providing for such Obligor to deliver or receive non-programming related management and/or consulting services of any television or radio station, and (vC) any proceeds and products in respect of the foregoingsale, barter or exchange by any Obligor of (i) advertising or programming time or services or (ii) management or consulting services; (t) to the maximum extent such rights are assignable without violating the respective terms thereof, all rights of such Obligor under and relating to all present and future options pursuant to which such Obligor has the right to acquire any Governmental Authorizations to construct, own, operate or promote any television or radio broadcasting station (or any person or entity holding such Governmental Authorizations); (u) all rights of such Obligor under or relating to any FCC Licenses, including (1) whatever is now the proceeds of any FCC Licenses and the general intangible right to receive money, proceeds or hereafter received by debtor other consideration upon the sale, exchangeassignment, collection transfer, transfer of control or other disposition of any item FCC Licenses, provided that such security interest does not include at any time any FCC Licenses to the extent (but only to the extent) that at such time the Collateral Agent may not validly possess a security interest therein pursuant to the Communications Act, but such security interest does include, to the maximum extent permitted by law, all rights incident or appurtenant to the FCC Licenses and the right to receive all proceeds derived from or in connection with the sale, assignment, transfer, transfer of Collateral, (2) any property control or other disposition of the type FCC Licenses; (v) all rights of such Obligor under or types described below now or hereafter acquired by relating to any other Governmental Authorizations, including the debtor with any proceeds of Collateralany such other Governmental Authorization and the general intangible right to receive money, proceeds or other consideration upon the sale, assignment, transfer, transfer of control or other disposition thereof; (3w) all of the policies and contracts proceeds of insurance relating to the aforementioned Collateral, and (4) any payments under any insurance or any indemnity, warranty or guaranty, payable by reason of loss or damage to or otherwise in effect with respect to any real estate, or with respect to improvements or fixtures thereon, any and all awards made for the taking by eminent domain, or by any proceedings or purchase in lieu thereof, of any real estate, or any improvements or fixtures thereon, including any awards resulting from any damage to any real estate, improvements or fixtures for which compensation shall be given by any Governmental Authority; (x) to the extent not covered in clauses (a) through (v) above, all other tangible and intangible personal property whatsoever of such Obligor; (y) in the case of the Holding Company only, all Pledged Equity in respect of the Capital Stock of each of the Company and the Pledged Holding Company Subsidiaries, and, in the case of any Issuer organized as a limited liability company, partnership or similar entity, the limited liability company agreement, operating agreement, partnership agreement or other ownership agreements of or relating to such Issuer (including all of the right, title and interest as a member to participate in the operation or management of any such Issuer and all of its ownership interests under any such agreement), and all present and future rights of the Holding Company to (i) receive payment of money, any other property or assets in connection with its ownership interests and its rights under any such agreements, (ii) any claim which the Holding Company now has or may in the future acquire against any such Issuer and its property or arising out of or for breach of or default under any such agreement or otherwise relating to the property of any such Issuer and (iii) terminate, amend, supplement, modify or waive performance under any such agreement, to perform thereunder and to compel performance and to otherwise exercise all remedies thereunder; (z) the Tender Offer Collateral Account, the balance from time to time therein and any investments thereof; and (aa) all Proceeds (including proceeds of any FCC Licenses) of, and all Accessions to and substitutions and replacements for, any of the Collateral; provided, and all offspring, rents, profits and products of each of the foregoing, and, to the extent related to any Collateral, all books, correspondence, credit files, records, invoices and other papers (including all tapes, cards, computer runs and other papers and documents in the possession or under the control of such Obligor or any computer bureau or service company from time to time acting for such Obligor), IT BEING UNDERSTOOD, HOWEVER, that so long as there are funds held in an escrow account established pursuant no event shall the security interest granted under this Section 3 attach to that certain Issuer Loan Escrow Agreement dated as any lease, license, contract, property rights or agreement to which any Obligor is a party (or to any of March 26its rights or interests thereunder) if the grant of such security interest would constitute or result in either (i) the abandonment, 1999 invalidation or unenforceability of any right, title or interest of any Obligor therein or (xxx "Xxxxxxx Xxxxxx Xxxxxxxxx"ii) xxxxx Xxxxxx Xxxxxx Xxxst Company of New York, as Escrow Agent and as Trustee, the Debtor and the Secured Party, the principal amount of the Loan secured by liens on the Collateral will be reduced by an amount equal to (x) $100,000,000 less (y) any amounts released by the Escrow Agent to the Debtor in a breach or termination pursuant to the terms of, or a default under, any such lease, license, contract, property rights or agreement (other than to the extent that any such term would be rendered ineffective by Section 9-406, 9-407, 9-408 or 9-409 of the Escrow AgreementUniform Commercial Code as in effect in the relevant jurisdiction). (b) The rights and equipment referred to in this Section 2.01 are collectively referred to herein as the "Collateral".

The Collateral. (a) In consideration of Each Obligor hereby pledges and grants to the Loan made pursuant to and evidenced by Administrative Agent, for the Loan Agreement and the Note, and by way of security for payment of all amounts due or to be due thereunder and hereunder, the Debtor does hereby sell, assign, transfer and set over unto, and grant a Liens and security interests in favor of the Secured Party, and unto the Secured Party's successors and assigns for benefit of the Secured Party's own proper use Lenders and benefittheir respective Affiliates as hereinafter provided, as a security for the Obligations (as defined interest in the Loan Agreement), now or in the future, and including but not limited to any future advances under the Loan Agreement, all of the Debtor's such Obligor’s right, title and interest in and to (i) the Equipment,(ii) the Vesselfollowing property, (iii) the Construction Contract, (iv) the Refund Guarantee and (v) any proceeds and products of the foregoing, including (1) whatever is whether now or hereafter received owned by debtor upon the sale, exchange, collection or other disposition of any item of Collateral, (2) any property of the type or types described below now such Obligor or hereafter acquired by the debtor with any proceeds of Collateral, (3) all of the policies and contracts of insurance relating to the aforementioned Collateralwhether now existing or hereafter coming into existence, and wherever located (4) any payments under any insurance or any indemnity, warranty or guaranty, payable by reason of loss or damage to or otherwise with respect to any of the Collateral; provided, that so long as there are funds held in an escrow account established pursuant to that certain Issuer Loan Escrow Agreement dated as of March 26, 1999 (xxx "Xxxxxxx Xxxxxx Xxxxxxxxx") xxxxx Xxxxxx Xxxxxx Xxxst Company of New York, as Escrow Agent and as Trustee, the Debtor and the Secured Party, the principal amount of the Loan secured by liens on the Collateral will be reduced by an amount equal to (x) $100,000,000 less (y) any amounts released by the Escrow Agent to the Debtor pursuant to the terms of the Escrow Agreement. (b) The rights and equipment referred to in this Section 2.01 are all being collectively referred to herein as “Collateral”), as collateral security for the "prompt payment in full when due (whether at stated maturity, by acceleration or otherwise) of the Secured Obligations: (a) the respective shares of stock of the Issuers evidenced by the certificates identified in Annex 2 hereto under the name of such Obligor and all other shares of capital stock of whatever class of the Issuers, now or hereafter owned by such Obligor, together with in each case the certificates evidencing the same (collectively, the “Pledged Stock”); (b) all shares, securities, moneys or property representing a dividend on any of the Pledged Stock, or representing a distribution or return of capital upon or in respect of the Pledged Stock, or resulting from a split-up, revision, reclassification or other like change of the Pledged Stock or otherwise received in exchange therefor, and any subscription warrants, rights or options issued to the holders of, or otherwise in respect of, the Pledged Stock; (c) without affecting the obligations of such Obligor under any provision prohibiting such action hereunder or under the Credit Agreement, in the event of any consolidation or merger in which any Issuer is not the surviving corporation, all shares of each class of the capital stock of the successor corporation (unless such successor corporation is such Obligor itself) formed by or resulting from such consolidation or merger (the Pledged Stock, together with all other certificates, shares, securities, properties or moneys as may from time to time be pledged hereunder pursuant to clause (a) or (b) above and this clause (c) being herein collectively called the “Stock Collateral"”); (d) all limited liability company, partnership or other ownership interests of such Obligor in any Other Issuer, including, without limitation, the respective ownership interests of the Other Issuers identified in Annex 3 hereto under the name of such Obligor, all certificates (if any) representing or evidencing such ownership interests, all right, title and interest in, to and under the limited liability company, partnership or other ownership agreements (the “Other Agreements”) of any Other Issuers (including, without limitation, all of the right, title and interest as a member to participate in the operation or management of any Other Issuers and all of its ownership interests under the Other Agreements), and all present and future rights of such Obligor to (i) receive payment of money, any other property or assets in connection with its ownership interests and its rights under the Other Agreements, (ii) any claim which such Obligor now has or may in the future acquire against any Other Issuer and its property or arising out of or for breach of or default under any operating, partnership or other ownership agreement or otherwise relating to the property of any of the Other Issuers and (iii) terminate, amend, supplement, modify or waive performance under any operating, partnership or other ownership agreement, to perform thereunder and to compel performance and to otherwise exercise all remedies thereunder, in each case together with any certificates evidencing the same (all of said Collateral being pledged pursuant to this clause (d) herein collectively called the “Pledged Interests”); (e) all rights (including, without limitation, the right to the payment of money) of such Obligor (A) in any local marketing agreement, time brokerage agreement, program services agreement or any similar agreement providing for (i) such Obligor to program or sell advertising time on all or a portion of the broadcasting time of any television or radio station or (ii) any person other than such Obligor to program or sell advertising time on all or any portion of the broadcast time of any Station, (B) in any outsourcing agreement, servicing agreement or any similar agreement providing for such Obligor to deliver or receive non–programming related management and/or consulting services of any television station, and (C) in respect of the sale, barter or exchange by any Obligor of (i) advertising or programming time or services or (ii) management or consulting services (the foregoing rights herein called collectively “Accounts”); (f) to the maximum extent such rights are assignable without violating the respective terms thereof, each Obligor’s rights under all present and future options pursuant to which such Obligor has the right to acquire licenses, permits, authorizations or certificates to construct, own, operate or promote any television or radio broadcasting station; and (g) all proceeds of and to any of the property of such Obligor described above in this Section 3 (including, without limitation, all causes of action, claims and warranties now or hereafter held by such Obligor in respect of any of the foregoing Collateral) and, to the extent related to any property described above or such proceeds, all books, correspondence, credit files, records, invoices and other papers.

The Collateral. Subject to the Intercreditor Agreement, the Obligations and Hedging Liability shall be secured by valid and perfected first Liens on all inventory, accounts receivable, equipment and other personal property (as further described in the Collateral Documents) of the Borrower and the Guarantors, and, subject to the provisions of this Section 4.1, all capital stock of all Guarantors, together with all instruments, securities, chattel paper and intangibles of the Borrower and the Guarantors and all proceeds of the foregoing; provided however that unless and until the Required Lenders otherwise elect (i) the Borrower and the Guarantors shall not be required to note the Administrative Agent’s Lien on any certificate of title issued for a vehicle or to perfect a Lien on fixtures and (ii) no Guarantor, the fair market value of whose assets aggregate less than $1,000,000, shall be required to grant Liens on its assets to the Administrative Agent, further provided that (i) Liens on (a) In consideration any contract (or modification thereof) (a “Contract”) to which any Guarantor is a party (“Contractor”), the performance of the Loan made pursuant which is guaranteed by any bond, undertaking, instrument of guarantee or any continuation, extension, alteration, renewal or substitution thereof, executed by any bonding company of a Contractor; (b) any subcontract or purchase order and against any legal entity and its bonding company which has contracted with a Contractor to and evidenced by the Loan Agreement and the Notefurnish labor, materials, equipment, and by way of security for payment of all amounts supplies in connection with any Contract; (c) monies, Contract balances, due or to be become due thereunder and hereunderany Contractor on any Contract, including all monies earned or unearned which are unpaid at the Debtor does hereby sell, assign, transfer and set over unto, and grant time of notification by a Liens and security interests in favor bonding company to the obligee of the Secured Partybonding company’s rights under any agreement of indemnity with a Contractor; (d) any actions, and unto the Secured Party's successors and assigns for benefit causes of the Secured Party's own proper use and benefitaction, as security for the Obligations (as defined in the Loan Agreement), now claims or demands whatsoever which a Contractor may have or acquire against any party to a Contract or arising out of or in the futureconnection with any Contract, and including but not limited to those against obligees and design professionals any future advances under bonding company or binding companies of any obligee; (e) any and all rights, title, interest in, or use of any patent, copyright or trade secret which is or may be necessary for the Loan Agreement, completion of any bonded work; (f) all monies due or to become due to a Contractor on any policy of insurance relating to any claims arising out of the Debtor's rightperformance of any Contract or to premium refunds, title including, but not limited to, builders risk, fire, employee dishonesty or workers’ compensation policies; (g) all supplies, tools, plants, material, inventory, and interest equipment (whether completely manufactured or not), wherever located, which have been or hereafter may be purchased, used, or acquired for use, entirely or partly, in connection with or to be incorporated into the matter that is the subject of any Contract; and (h) all amounts that may be owing from time to time by a bonding company to a Contractor or any Guarantor in any capacity including, without limitation, any balance or share belonging to such Contractor or Guarantor or any deposit or other account with a bonding company, may be subject to prior Liens in favor of bonding companies to secure obligations in connection with such payment and performance bonds; (ii) no Lien need be granted on any asset subject to a lien permitted by Section 7.11(e), (i), (l) the Equipment,(ii(as to Liens on fixed assets only) the Vessel, or (m) (iii) no Lien need be granted on the Construction Contractcapital stock of an Unrestricted Subsidiary or on the capital stock or assets of Foreign Subsidiaries, (iv) no Liens need be granted on real property unless and until the Refund Guarantee and Required Lenders so require, (v) Liens granted may be subject and subordinate to Liens permitted by clauses (a), (b), (c), (e), (f), (g), (h), (j), (k), (n), (o) and (q) of Section 7.11 hereof, (vi) Liens need not be perfected by possession or control (but may be perfected by the filing of a financing statement) on notes receivable having a fair value of less than $1,000,000 in any proceeds instance and products $5,000,000 in the aggregate or on bonds or notes pledged to the City of New York in lieu of retainage, (vii) Liens need not be perfected by possession or control (but may be perfected by the filing of a financing statement) on equity securities (other than capital stock of Restricted Subsidiaries to the extent required hereby) having a fair value of less than $1,000,000 in any instance and $5,000,000 in the aggregate and (viii) no lien need be granted on any contract, license, permit or franchise, that validly prohibits the creation, attachment, or perfection of a security interest in favor of the foregoingAdministrative Agent in such contract, including license, permit or franchise (1) whatever is now or hereafter received in any rights or property obtained by debtor upon the salesuch Person under such contract, exchangelicense, collection permit or other disposition of any item of Collateralfranchise), (2ix) no lien need be granted on any rights or property of the type or types described below now or hereafter acquired by the debtor with any proceeds of Collateral, (3) all of the policies and contracts of insurance relating to the aforementioned Collateralextent that any valid and enforceable law or regulation applicable to such rights or property prohibits the creation of a security interest therein, and (4x) no lien need be granted on any payments under any insurance rights or any indemnityproperty to the extent that such rights or property secure purchase money financing therefor permitted by this Term Loan Agreement and the agreements providing such purchase money financing prohibit the creation of a further security interest therein. The Borrower agrees that it will, warranty or guarantyand will cause the Guarantors to, payable by reason of loss or damage from time to or otherwise with respect to any time at the request of the Administrative Agent or the Required Lenders execute and deliver such documents, security agreements, assignments, pledges, hypothecs or charges and do such acts and things as the Administrative Agent or the Required Lenders may reasonably request in order to provide for or perfect such Liens on the Collateral; provided, that so long as there are funds held in an escrow account established pursuant to that certain Issuer Loan Escrow Agreement dated as of March 26, 1999 (xxx "Xxxxxxx Xxxxxx Xxxxxxxxx") xxxxx Xxxxxx Xxxxxx Xxxst Company of New York, as Escrow Agent and as Trustee, the Debtor and the Secured Party, the principal amount . The portion of the Loan secured capital stock of each U.K. Subsidiary and Canadian Subsidiary owned by liens on the a U.S. Corporation and constituting Collateral will be reduced by an amount equal to (x) $100,000,000 less (y) any amounts released by the Escrow Agent to the Debtor pursuant to the terms in excess of 65% of the Escrow Agreement. (b) The rights total issued and equipment referred to in this Section 2.01 are collectively outstanding capital stock of such Subsidiary shall be referred to herein as “Excess Stock Collateral”). In no event shall the "Collateral"Excess Stock Collateral secure the indebtedness, liabilities and obligations of the Borrower or the U.S. Subsidiaries hereunder or under the other Loan Documents. Notwithstanding the foregoing, no Lien need be granted on the capital stock of a captive insurance company or captive surety company if the granting of such Lien would violate applicable law or require the consent of any applicable regulatory body.

The Collateral. (a) In consideration For valuable consideration, the receipt and sufficiency of the Loan made pursuant to and evidenced by the Loan Agreement and the Notewhich are hereby acknowledged, and by way of (i) to induce (A) the record and beneficial Debentureholders to purchase the Debentures, and (B) the Debenture Trustee to undertake its obligations under the Indenture, and (ii) as collateral security for the prompt payment of all amounts in full when due (whether at stated maturity, by acceleration or to be due thereunder and hereunder, the Debtor does hereby sell, assign, transfer and set over unto, and grant a Liens and security interests in favor otherwise) of the Secured PartyObligations, the Company hereby pledges and unto grants to the Secured Party's successors Collateral Agent, for the equal and assigns for ratable benefit of the Secured Party's own proper use Parties as hereinafter provided, a pledge of, and benefitsecurity interest in, as security and agrees and acknowledges that the Collateral Agent, for the Obligations (as defined in equal and ratable benefit of the Loan Agreement)Secured Parties, now or in the futurehas, and including but not limited shall continue to any future advances under the Loan Agreementhave, a pledge of, and security interest in, all of the DebtorCompany's right, title and interest in and to (i) the Equipment,(ii) following property, whether now owned by the Vessel, (iii) the Construction Contract, (iv) the Refund Guarantee and (v) any proceeds and products of the foregoing, including (1) whatever is now Company or hereafter received by debtor upon the saleacquired, exchange, collection or other disposition of any item of Collateral, (2) any property of the type or types described below whether now existing or hereafter acquired by the debtor with any proceeds of Collateral, (3) all of the policies and contracts of insurance relating to the aforementioned Collateralcoming into existence, and wherever located (4) any payments under any insurance or any indemnity, warranty or guaranty, payable by reason of loss or damage to or otherwise with respect to any of the Collateral; provided, that so long as there are funds held in an escrow account established pursuant to that certain Issuer Loan Escrow Agreement dated as of March 26, 1999 (xxx "Xxxxxxx Xxxxxx Xxxxxxxxx") xxxxx Xxxxxx Xxxxxx Xxxst Company of New York, as Escrow Agent and as Trustee, the Debtor and the Secured Party, the principal amount of the Loan secured by liens on the Collateral will be reduced by an amount equal to (x) $100,000,000 less (y) any amounts released by the Escrow Agent to the Debtor pursuant to the terms of the Escrow Agreement. (b) The rights and equipment referred to in this Section 2.01 are all being collectively referred to herein as the "Collateral"): (a) all the issued and outstanding Series C Preferred Stock of Xxxxxxxx evidenced by the certificate identified in Annex I hereto, now owned by the Company, together with, in each case, the certificates evidencing the same (the "Existing Pledged Stock"); (b) without affecting the obligations of the Company under any provision prohibiting such action hereunder or under any Financing Documents in the event of any consolidation or merger in which Xxxxxxxx is not the surviving corporation, all shares of each class of the Capital Stock of the successor corporation into which the Series C Preferred Stock is converted as a result of such consolidation or merger (the "Successor Stock" and together with the Existing Pledged Stock, the "Pledged Stock"); (c) all shares or securities representing a dividend on any of the Pledged Stock or resulting from a stock split, revision, reclassification or other like change of the Pledged Stock or otherwise received in exchange therefor, and any subscription warrants, rights or options issued to the holders of, or otherwise in respect of, the Pledged Stock (the Pledged Stock, together with all other certificates, shares or securities, as may, from time to time, being pledged hereunder pursuant to clauses (a) and (b) above and this clause (c) being herein collectively called the "Stock Collateral"); and (d) all uncertificated securities, moneys or property representing a dividend on any of the Stock Collateral, or representing a distribution or return of capital upon or in respect of the Stock Collateral, or otherwise received in exchange therefor.

The Collateral. In consideration of and as an inducement to Secured Party to enter into that certain Membership Interest Purchase Agreement, dated as of April 3, 2015 (the “Purchase Agreement”) and to accept from Black Diamond and Legend Oil and Gas Ltd., a Colorado corporation (“Legend”) that certain Secured Promissory Note of even date hereof in the original principal amount of Two Million Eight Hundred Fifty Four Thousand Dollars ($2,854,000.00) (as the same may be amended, restated or modified from time to time, the “Note”), Debtor hereby grants to Secured Party, a continuing security interest (the “Security Interest”) in Debtor’s right, title and interest, in and to the following, whether now or hereafter owned, existing, arising or acquired and wherever located (collectively, the “Collateral”): (a) In consideration the trucks, tractors and trailers of Debtors, identified on Exhibit A attached hereto, (b) all accessions and additions to, parts and appurtenances of, substitutions for and replacements of any of the Loan made pursuant foregoing, (c) all proceeds of claims against any Person for loss, damage or destruction of any of the foregoing, (d) all books and records (including, without limitation, files, correspondence, tapes, computer programs, print-outs and computer records) relating to any of the foregoing, (e) all accounts, general intangibles, chattel paper and evidenced by instruments constituting proceeds of any of the Loan Agreement and the Noteforgoing (which, and by way of security for payment clarification, shall not include operating revenues or cash flows of all amounts due or to be due thereunder and hereunder, the Debtor does hereby sell, assign, transfer received in the ordinary course of business and set over unto, not in connection with a disposition of Collateral) and grant a Liens (f) all other proceeds (including insurance proceeds) relating to any of the foregoing. The Security Interest shall rank senior to all other liens and security interests in favor of the Secured Party, Collateral. Capitalized terms not defined herein and unto the Secured Party's successors and assigns for benefit of the Secured Party's own proper use and benefit, as security for the Obligations (as which are defined in the Loan Agreement), now or in the future, and including but not limited to any future advances under the Loan Agreement, all Uniform Commercial Code of the Debtor's right, title and interest in and to State of Utah (i) the Equipment,(ii) the Vessel, (iii) the Construction Contract, (iv) the Refund Guarantee and (v) any proceeds and products of the foregoing, including (1) whatever is now or hereafter received by debtor upon the sale, exchange, collection or other disposition of any item of Collateral, (2) any property of the type or types described below now or hereafter acquired by the debtor with any proceeds of Collateral, (3) all of the policies and contracts of insurance relating to the aforementioned Collateral, and (4) any payments under any insurance or any indemnity, warranty or guaranty, payable by reason of loss or damage to or otherwise with respect to any of the Collateral; provided, that so long as there are funds held in an escrow account established pursuant to that certain Issuer Loan Escrow Agreement dated as of March 26, 1999 (xxx "Xxxxxxx Xxxxxx Xxxxxxxxx") xxxxx Xxxxxx Xxxxxx Xxxst Company of New York, as Escrow Agent and as Trusteeamended, the Debtor and “UCC”) shall have the Secured Party, the principal amount of the Loan secured by liens on the Collateral will be reduced by an amount equal meaning ascribed to (x) $100,000,000 less (y) any amounts released by the Escrow Agent to the Debtor pursuant to the terms of the Escrow Agreementthem therein. (b) The rights and equipment referred to in this Section 2.01 are collectively referred to herein as the "Collateral".

The Collateral. 1.1. To secure the prompt payment and performance of all the obligations of Dynamic Materials Corporation (athe "Pledgor") In consideration owing to SNPE Inc. (the "Pledgee") under that certain Term Loan Agreement of even date herewith (the "Loan Agreement") including, without limitation, the term loan of $ 4,000,000 made by Pledgee to Pledgor pursuant to and evidenced by the Loan Agreement (such loan to include principal, interest and other fees owing in connection therewith) and all other charges for the Notemaintenance, preservation, protection or enforcement of or realization upon the Collateral, as such term is hereinafter defined (all such indebtedness costs, expenses being hereinafter collectively called the "Obligations"), Pledgee shall have and Pledgor hereby pledges, grants to, and creates in favor of Pledgee a lien and security interest under the Uniform Commercial Code, as in effect in the State of New York (the "UCC"), in and to all the issued and outstanding shares of any class of the capital stock of NOBEL CLAD Europe S.A., up to a maximum amount of 65% of this capital stock (hereinafter called the "Collateral"). 1.2. Pledgor represents, warrants and covenants that: (1) 65% of the capital stock of NOBEL CLAD Europe S.A. is represented by way a total of security for payment shares of ______________ common stock without par value. (2) There are no other classes of stock otherwise issued or outstanding of said company and Pledgor undertakes that it shall cause said company not to issue any additional stock of any class without the prior written consent of Pledgee. (3) Pledgor has a valid and marketable title to all amounts due the Collateral free and clear of any claims, liens or to be due thereunder and hereunder, the Debtor does hereby other encumbrances. (4) Pledgor will not sell, assign, transfer and set over untotransfer, and grant a Liens and security interests in favor of the Secured Party, and unto the Secured Party's successors and assigns for benefit of the Secured Party's own proper use and benefit, as security for the Obligations (as defined in the Loan Agreement), now or in the future, and including but not limited to any future advances under the Loan Agreement, all of the Debtor's right, title and interest in and to (i) the Equipment,(ii) the Vessel, (iii) the Construction Contract, (iv) the Refund Guarantee and (v) any proceeds and products of the foregoing, including (1) whatever is now or hereafter received by debtor upon the sale, exchange, collection or other disposition of any item of Collateral, (2) any property of the type or types described below now or hereafter acquired by the debtor with any proceeds of Collateral, (3) all of the policies and contracts of insurance relating to the aforementioned Collateral, and (4) any payments under any insurance or any indemnity, warranty or guaranty, payable by reason of loss or damage to pledge or otherwise with respect to encumber in any manner any of the Collateral; provided, that so long as there are funds held Collateral or suffer to exist any encumbrances in an escrow account established pursuant to that certain Issuer Loan Escrow Agreement dated as of March 26, 1999 (xxx "Xxxxxxx Xxxxxx Xxxxxxxxx") xxxxx Xxxxxx Xxxxxx Xxxst Company of New York, as Escrow Agent and as Trustee, the Debtor and the Secured Party, the principal amount of the Loan secured by liens on the Collateral will be reduced by an amount equal to (x) $100,000,000 less (y) any amounts released by except for the Escrow Agent to the Debtor pursuant to the terms of the Escrow lien created under this Agreement. (b5) The rights Collateral will be delivered to Pledgee with all necessary instruments of transfer, duly executed in blank, and equipment referred Pledgee shall have the right at any time after and during the continuance of an Event of Default (as hereinafter defined) to have the Collateral registered in this Section 2.01 are collectively referred to herein as its own name or in the "Collateral"name of its nominee.