OWNERSHIP INTERESTS PLEDGE AND SECURITY AGREEMENT between ANTHRACITE CAPITAL, INC., as pledgor and BLACKROCK HOLDCO 2, INC., as lender Dated as of March 7, 2008
OWNERSHIP
INTERESTS PLEDGE
AND
SECURITY AGREEMENT
between
ANTHRACITE
CAPITAL, INC.,
as
pledgor
and
BLACKROCK
HOLDCO 2, INC.,
as
lender
Dated
as
of March 7, 2008
Table
of Contents
|
1.
|
GRANT
OF SECURITY INTEREST
|
1
|
|
|
2.
|
COLLATERAL
|
1
|
|
|
3.
|
OBLIGATIONS
|
1
|
|
|
4.
|
WARRANTIES
AND REPRESENTATIONS
|
2
|
|
|
5.
|
PLEDGOR’S
AGREEMENTS
|
2
|
|
|
6.
|
EVENTS
OF DEFAULT
|
5
|
|
|
7.
|
REMEDIES
AFTER EVENT OF DEFAULT
|
6
|
|
|
8.
|
ACTIONS
BY LENDER IN RESPECT OF THE COLLATERAL
|
6
|
|
|
9.
|
NATURE
OF LENDER’S RIGHTS AND REMEDIES
|
7
|
|
|
10.
|
PLEDGOR’S
CONSENT AND WAIVER
|
7
|
|
|
11.
|
LENDER
MAY ASSIGN
|
8
|
|
|
12.
|
LIMITS
ON LENDER’S DUTIES
|
8
|
|
|
13.
|
RELEASE;
TERMINATION
|
8
|
|
|
MISCELLANEOUS
|
9
|
||
|
15.
|
WAIVER
OF JURY TRIAL
|
10
|
Index
of Defined Terms
|
1
|
||||
|
Anti-Money
Laundering Laws
|
5
|
|||
|
Collateral
|
1
|
|||
|
Credit
Agreement
|
1
|
|||
|
Event
of Default
|
5
|
|||
|
Legal
Requirements
|
4
|
|||
|
Lender
|
1
|
|||
|
Obligations
|
1
|
|||
|
1
|
||||
|
Pledged
Interests
|
1
|
|||
|
1
|
||||
|
Rights
and Remedies
|
7
|
i
OWNERSHIP
INTERESTS PLEDGE AND SECURITY AGREEMENT
This
agreement (the “Pledge
and Security Agreement”
or
“Agreement”)
is
delivered as of March 7th,
2008 by
ANTHRACITE CAPITAL, INC., a Maryland corporation, having an address c/o
BlackRock Financial Management, Inc., 00 Xxxx 00xx
Xxxxxx,
Xxx Xxxx, Xxx Xxxx 00000 (“Pledgor”),
in
favor of BLACKROCK HOLDCO2, INC., a Delaware corporation, having an address
c/o
BlackRock, Inc., 00 Xxxx 00xx
Xxxxxx,
Xxx Xxxx, XX 00000 (the “Lender”),
pursuant to the terms of that certain Credit Agreement (the “Credit
Agreement”),
dated
of even date hereof, from Pledgor, as borrower, to Lender. Capitalized terms
used herein that are not otherwise specifically defined herein shall have the
same meanings herein as in the Credit Agreement.
1. GRANT
OF SECURITY INTEREST.
Pledgor
does hereby pledge, assign, transfer, grant and deliver to Lender, a continuing
first priority security interest in the Collateral (as hereinafter defined)
to
secure the payment and performance in full of the Obligations.
2. COLLATERAL.
The
term
“Collateral”
shall
mean and include the following property, wherever located:
2.1 all
of
Pledgor’s right, title and interest (including, without limitation, Pledgor’s
voting rights) in the investments described on Exhibit
A
as
“Pledged Interests” (all interests in the Collateral pursuant to this
Section
2.1
or
Section
2.2
are
referred to herein as “Pledged
Interests”),
as
updated by the parties hereto from time to time;
2.2 all
certificates or other instruments, if any, representing a Pledged
Interest;
2.3 all
Pledgor’s income, cash flow, rights of distribution (whether in cash, property
or equity interests), dividends, interest, proceeds, accounts, fees, profits,
rights of redemption or other rights to payment which in any way relate to
or
arise out of the Pledged Interests; and
2.4 all
rights of access arising from the Pledged Interests to books, records,
information and electronically stored data relating to any of the foregoing.
3. OBLIGATIONS.
The
term
“Obligations”
shall
mean all now existing or hereafter arising obligations of Pledgor to Lender,
whether primary or secondary, direct or indirect, absolute or contingent, joint
or several, secured or unsecured, due or not, liquidated or unliquidated,
arising by operation of law or otherwise under any Credit Document whether
for
principal, interest, fees, expenses or otherwise, together with all costs of
collection or enforcement, including, without limitation, reasonable attorneys’
fees incurred in any collection efforts or in any action or
proceeding.
1
4. WARRANTIES
AND REPRESENTATIONS.
Pledgor
warrants and represents to, and agrees with, Lender that:
4.1 Pledgor
is the owner of the Collateral free and clear of all pledges, liens, security
interests and other encumbrances of every nature whatsoever, except for any
such
liens or encumbrances in favor of Lender;
4.2 Pledgor
has the full right, power and authority to pledge the Collateral and to grant
the security interest in the Collateral as herein provided;
4.3 There
are
no restrictions on, or consents required with respect to, the transfer of the
Collateral to Lender hereunder, or with respect to any subsequent transfer
thereof or realization thereupon by Lender;
4.4 Each
Pledged Interest listed on Exhibit
A
is as
described and set forth on Exhibit
A
attached
hereto and made a part hereof;
4.5 Pledgor
has delivered to Lender true and complete copies of the organizational documents
of each of the entities listed on Exhibit
A
and, as
of the date hereof, the same have not been further amended or modified in any
respect whatsoever;
4.6 All
of
the warranties and representations made by or in respect of Pledgor under the
Credit Agreement are true and accurate;
4.7 The
execution, delivery and performance of this Agreement by Pledgor does not and
shall not result in the violation of any mortgage, indenture, material contract,
instrument, agreement, judgment, decree, order, statute, rule or regulation
to
which Pledgor is subject, or by which it or any of its property is bound;
and
4.8 This
Agreement has been duly authorized, executed and delivered by Pledgor and
constitutes a legal, valid and binding obligation of Pledgor, enforceable in
accordance with the terms hereof, subject to bankruptcy, insolvency and similar
laws of general application affecting the rights and remedies of
creditors.
4.9 The
grant
of the security interest in the Collateral, combined with the filing of
financing statements, the execution of assignments and/or possession of the
Collateral, each as appropriate, is effective to vest in Lender a valid and
perfected first priority security interest in and to the Collateral as set
forth
herein.
5. PLEDGOR’S
AGREEMENTS.
Pledgor
agrees so long as any of the Obligations remain outstanding that:
5.1 Pledgor
shall execute all such instruments, documents and papers, and will do all such
acts as Lender may reasonably request from time to time to carry into effect
the
provisions and intent of this Agreement including, without limitation, the
execution of stop-transfer orders, stock powers, notifications to obligors
on
the Collateral, the providing of notification in connection with book-entry
securities or general intangibles, and the providing of instructions to the
issuers of uncertificated securities, and will do all such other acts as Lender
may reasonably request with respect to the perfection and protection of the
pledge and security interests granted herein and the assignments effected hereby
including, without limitation, the execution and delivery of any amendments
to
this Agreement to evidence the investments or portions thereof included in
the
Collateral, and authorizes Lender at any time and from time to time to file
UCC
financing statements, continuation statements, and amendments thereto describing
the Collateral without the signature of Pledgor;
2
5.2 Except
for any liens or encumbrances in favor of the Lender, Pledgor shall keep the
Collateral free and clear of all liens, encumbrances, attachments, security
interest pledges and charges;
5.3 Pledgor
shall not transfer the Collateral or any direct or indirect interest therein
to
any other person, except as specifically permitted by the Credit
Agreement;
5.4 Pledgor
shall deliver to Lender, if and when received by Pledgor, any item representing
or constituting any of the Collateral. If under any circumstance whatsoever
any
proceeds should be paid to or come into the hands of Pledgor, Pledgor shall
hold
the same in trust for immediate delivery to Lender to be held as additional
Collateral;
5.5 Except
as
permitted by this Agreement, Pledgor shall not exercise any right with respect
to the Collateral which would materially dilute or materially adversely affect
Lender’s security interest in the Collateral;
5.6 Pledgor
shall not, without the prior written consent of Lender in each instance, which
consent shall not be unreasonably withheld, conditioned or delayed, vote the
Collateral in favor of or consent to any resolution or action which does or
might:
5.6.1 impose
any additional restrictions upon the sale, transfer or disposition of the
Collateral other than restrictions, if any, the application of which is waived
to the full satisfaction of Lender as to the Collateral; or
5.6.2 result
in
the issuance of any additional interest in any of the investment entities listed
on Exhibit
A,
or of
any class of security, which issuance could reasonably be expected to materially
adversely affect the value of the Collateral;
5.6.3 vest
additional powers, privileges, preferences or priorities in any other class
of
interest in any of the investment entities listed on Exhibit
A
to the
material detriment of the value of or rights accruing to the Collateral; or
5.6.4 cause
the
Collateral to become certificated, or opt in to the regime of security interest
perfection governed by Article 8 of the uniform commercial code.
5.7 Pledgor
shall not enter into or consent to any amendment or modification of or with
respect to the governing documents of any of the investment entities listed
on
Exhibit
A
which
could reasonably be expected to materially adversely affect the value of the
Collateral without the prior written consent of Lender in each instance, which
consent shall not be unreasonably withheld, conditioned or delayed;
3
5.8 Insofar
as the same may be material or significant to Lender’s interests, Pledgor shall
perform in all material respects all of its obligations as a partner, member
or
shareholder of each of the investment entities listed on Exhibit
A
and
shall enforce, to the extent provided for it in the governing documents of
such
entities all of the obligations of the other shareholders, partners or members
of such entity;
5.9 Pledgor
shall not itself or on behalf of any investment entities listed on Exhibit
A
take any
action which would cause or result in a violation of any provisions of the
Credit Documents;
5.10 Pledgor
shall take all such actions as may be necessary or desirable in order to insure
that all of the Obligations of Pledgor under the Credit Documents are punctually
and faithfully paid and performed in the manner provided for
therein;
5.11 Pledgor
shall, with reasonable promptness, but in all events within 3 Business Days
after it has actual knowledge thereof, notify Lender in writing of the
occurrence of any act, event or condition which Pledgor, in its good faith
determination, believes constitutes a default or Event of Default under any
of
the Credit Documents, specifying the nature and existence thereof. Such
notification shall include a written statement of any remedial or curative
actions which Pledgor proposes to undertake to cure or remedy such default
or
Event of Default;
5.12 Restrictions
on Liens.
Pledgor
shall not, without the prior written consent of Lender (which consent may be
withheld in Lender’s sole discretion) (a) further encumber the Pledged
Interests; (b) alter in a material way the character or conduct of its business
from that conducted as of the date hereof; (c) dissolve, terminate or liquidate,
nor merge or consolidate with any other person;
5.13 Place
for Records, Inspection.
Pledgor
shall maintain all of its business records at the address specified at the
beginning of this Agreement. Upon reasonable prior notice and at reasonable
times during normal business hours, Lender shall have the right (through such
agents or consultants as Lender may designate) to make copies of and abstracts
from Pledgor’s books of account, correspondence and other records and to discuss
its financial and other affairs with any of its investors and any accountants
hired by Pledgor;
5.14 Expenses.
Pledgor
shall pay all costs and expenses reasonably incurred by Lender in connection
with the enforcement of Lender’s rights under the Credit Documents, including,
without limitation, reasonable third party costs and expenses, including
reasonable legal fees and disbursements, appraisal fees, inspection fees, plan
review fees, travel costs, fees and out-of-pocket costs of consultants.
Pledgor’s obligations to pay such costs and expenses shall include, without
limitation, all reasonable attorneys’ fees and other costs and expenses
reasonably incurred for preparing and conducting litigation or dispute
resolution arising from any breach by Pledgor of any covenant, warranty,
representation or agreement under any Loan Document;
5.15 Compliance
with Legal Requirements.
Pledgor
shall comply, in all material respects with all laws, rules, regulations, orders
and decrees (including without limitation environmental laws) applicable to
it,
or to its properties (“Legal
Requirements”).
In
furtherance of the foregoing and not in limitation thereof, Pledgor hereby
agrees to provide Lender with any additional information that Lender reasonably
requests from time to time in order to ensure compliance by Pledgor with all
applicable Anti-Money Laundering Laws. The term “Anti-Money
Laundering Laws”
shall
mean the USA Patriot Act of 2001, the Bank Secrecy Act, and Executive Order
13224 - Blocking Property and Prohibiting Transactions With Persons Who Commit,
Threaten to Commit, or Support Terrorism, and any similar Legal
Requirements;
4
5.16 Insurance.
Pledgor
will maintain with financially sound and reputable insurers, insurance with
respect to such properties and its business against such casualties and
contingencies as shall be in accordance with the general practices of businesses
engaged in similar activities in similar geographic areas and in amounts,
containing such terms, in such forms and for such periods as may be reasonable
and prudent;
5.17 Taxes.
Pledgor
will pay or cause to be paid taxes, assessments and other governmental charges
payable by it and file all returns and reports relating thereto before the
same
become delinquent including, without limitation, upon its income or profits.
Promptly upon request by Lender, Pledgor will provide evidence of the payment
of
such taxes, assessments and other governmental charges in the form of receipted
tax bills or other form reasonably acceptable to Lender, or evidence of the
existence of applicable contests as permitted herein; and
5.18 Existence
of Pledgor, Maintenance of REIT Status.
Pledgor
will do or cause to be done all things necessary to preserve and keep in full
force and effect its existence as a Maryland corporation. Pledgor will do all
things commercially reasonable, to maintain its status as a real estate
investment trust and not take any action which could lead to its
disqualification as a real estate investment trust.
6. EVENTS
OF DEFAULT.
6.1 The
occurrence of any one or more Events of Default under the Credit Agreement
shall
constitute an event of default (“Event
of Default”)
under
this Agreement and upon the occurrence and during the continuance of any Event
of Default, Lender may exercise any one or more of the rights and remedies
as
hereinafter set forth or as set forth and provided for in each of the other
Credit Documents.
6.2 Prior
to
the occurrence of an Event of Default, and after the cure of such Event of
Default (if cured prior to an acceleration of the Final Maturity Date by Lender)
and the reimbursement by Pledgor of all expenses incurred by Lender resulting
from such Event of Default, Pledgor shall be entitled to exercise any and all
rights to receive cash dividends and distributions, consent, vote, approve,
elect, determine, consult, propose, agree, and all other rights or prerogatives,
if any, pertaining to the Collateral or any part thereof, to the extent
permitted under the terms of the Credit Agreement and other Credit Documents,
in
a way not adverse to Lender’s interest in the Collateral.
5
7. REMEDIES
AFTER EVENT OF DEFAULT.
7.1 Upon
the
occurrence and during the continuance of any Event of Default, and at any time
Lender shall have all of the rights and remedies of a secured party upon default
under the Uniform Commercial Code as adopted in the State of New York, in
addition to which Lender may sell or otherwise dispose of the Collateral or
any
portion thereof and/or enforce and collect the Collateral or any portion thereof
(including, without limitation, the liquidation of debt instruments or
securities and the exercise of conversion rights with respect to convertible
securities, whether or not such instruments or securities have matured, and
whether or not any penalties or other charges are imposed on account of such
action) for application towards (but not necessarily in complete satisfaction
of) the Obligations. The proceeds of any such collection or of any such sale
or
other disposition of the Collateral, or any portion thereof shall be applied
as
Lender shall determine. Pledgor shall remain liable to Lender for any deficiency
remaining following such application. Any surplus remaining after payment in
full of all Obligations shall be paid over to Pledgor or to whomsoever may
be
lawfully entitled to receive such surplus.
7.2 Unless
the Collateral is perishable, threatens to decline speedily in value, or is
of a
type customarily sold on a recognized market (in which event Lender shall give
Pledgor such notice as may be practicable under the circumstances), Lender
shall
give Pledgor at least the minimum notice required by law of the date, time
and
place of any public sale thereof, or of the time after which any private sale
or
any other intended disposition is to be made.
7.3 Pledgor
acknowledges that any exercise by Lender of Lender’s rights upon an Event of
Default will be subject to compliance by Lender with the applicable statutes,
regulations, ordinances, directives and orders of any federal, state, municipal
or other governmental authority including, without limitation, any of the
foregoing which may restrict the sale or disposition of securities. Lender
in
its sole discretion, but in good faith, at any such sale or in connection with
any such disposition may restrict the prospective bidders or purchasers as
to
the nature of business, investment intention, or otherwise, including, without
limitation, a requirement that the persons making such purchases represent
and
agree to the satisfaction of Lender that they are purchasing the Collateral,
or
some portion thereof, for their own account, for investment and not with a
view
towards the distribution or a sale thereof, or that they otherwise fall within
some lawful exemption from registration under applicable laws.
8. ACTIONS
BY LENDER IN RESPECT OF THE COLLATERAL.
Pledgor
hereby appoints Lender, or any agent designated by Lender, as the
attorney-in-fact of Pledgor after an Event of Default has occurred and is
continuing to: (a) endorse in favor of Lender any of the Collateral; (b) cause
the transfer of any of the Collateral in such name as Lender may from time
to
time determine; (c) renew, extend or roll over any Collateral; (d) make, demand
and initiate actions to enforce any of the Collateral or rights therein; and
(e)
file financing statements, continuation statements, and amendments thereto
describing the Collateral without the signature of Pledgor.
Lender
may take such action with respect to the Collateral as Lender may reasonably
determine to be necessary to protect and preserve its interest in the
Collateral. Lender shall also have and may exercise at any time after an Event
of Default has occurred and is continuing all rights, remedies, powers,
privileges and discretions of Pledgor with respect to and under the Collateral.
The within designation and grant of power of attorney is coupled with an
interest and is irrevocable until this Pledge and Security Agreement is
terminated by a written instrument executed by a duly authorized officer of
Lender or until all Obligations have been paid or fulfilled and the obligation
of Lender to make Loans under the Credit Agreement has terminated. The power
of
attorney under this Section
8
shall
not be affected by subsequent disability or incapacity of Pledgor. Lender shall
not be liable for any act or omission to act pursuant to this Section
8,
except
for any act or omission to act which constitutes gross negligence or willful
misconduct.
6
9. NATURE
OF LENDER’S RIGHTS AND REMEDIES.
The
rights, remedies, powers, privileges and discretions of Lender hereunder
(collectively, the “Rights
and Remedies”)
shall
be cumulative and not exclusive of any rights, remedies, powers, privileges
or
discretions which it may otherwise have. No delay or omission by Lender in
exercising or enforcing any of the Rights and Remedies shall operate as, or
constitute, a waiver thereof. No waiver by Lender of any default or any Event
of
Default or of any default under any other Loan Document shall operate as a
waiver of any other default or Event of Default or of any other default under
any Loan Document. No exercise of any Rights and Remedies shall preclude any
other exercise of the Rights and Remedies. No waiver by Lender of any of the
Rights and Remedies on any one occasion shall be deemed a waiver on any
subsequent occasion nor shall it be deemed a continuing waiver. All Rights
and
Remedies and all of Lender’s rights, remedies, powers, privileges and
discretions under any other agreement or transaction in respect of the
Collateral are cumulative and not alternative or exclusive and may be exercised
by Lender at such time or times in such order of preference as Lender in its
sole and absolute discretion may determine.
10. PLEDGOR’S
CONSENT AND WAIVER.
Pledgor
hereby agrees that Lender may enforce its rights as against Pledgor or the
Collateral, or as against any other party liable for the Obligations, or as
against any other collateral given for any of the Obligations, in any order
or
in such combination as Lender may in its sole discretion determine, and Pledgor
hereby expressly waives all suretyship defenses and defenses in the nature
thereof, agrees to the release or substitution of any Collateral hereunder
or
otherwise, and consents to each and all of the terms, provisions and conditions
of the other Credit Documents. Pledgor further: (a) waives presentment, demand,
notice and protest with respect to the Obligations and the Collateral; (b)
waives any delay on the part of Lender; (c) assents to any indulgence or waiver
which Lender may grant or give any other person liable or obliged to Lender
for
or on account of the Obligations; (d) authorizes Lender to alter, amend, cancel,
waive or modify any term or condition of the obligations of any other person
liable or obligated to Lender for or on account of the Obligations without
notice to or further consent from Pledgor; (e) agrees that no release of any
property securing the Obligations shall affect the rights of Lender with respect
to the Collateral hereunder which is not so released; and (f) to the fullest
extent that is permitted by applicable law, waives the right to notice and/or
hearing, it might otherwise be entitled thereto, prior to Lender’s exercising
the Rights and Remedies upon an Event of Default.
7
11. LENDER
MAY ASSIGN.
Pledgor
agrees that upon any sale or transfer by Lender of the Credit Documents and
the
indebtedness evidenced thereby that is permitted under the Credit Agreement,
Lender may deliver the Collateral disposed of as part of such a sale or transfer
to the purchaser or transferee, who shall thereupon become vested with all
powers and rights given to Lender in respect thereto, and Lender shall be
thereafter forever relieved and fully discharged from any liability or
responsibility in connection therewith.
12. LIMITS
ON
LENDER’S DUTIES.
Lender
shall not have any duty as to the collection or protection of the Collateral,
or
any portion thereof, or any income or distribution thereon, beyond the safe
custody of such Collateral as may come into the actual possession of Lender
and
the accounting for monies actually received by Lender hereunder, and Lender
shall not have any duty as to the preservation of rights against prior parties
or any other rights pertaining thereto. Lender shall be deemed to have exercised
reasonable care in the custody and preservation of any Collateral in its
possession of such Collateral is accorded treatment equal to that which it
accords its own property. Nothing
in this Agreement shall be construed as an undertaking by Lender of any of
the
liabilities or obligations of Pledgor as
pledgor or any other shareholder, member or partner of any of the investment
entities listed on Exhibit
A,
including but not limited to, the obligation to make contributions to capital
or
the obligation to make any other payment to, for or on behalf of Pledgor.
Lender’s rights and obligations in respect of the Pledged Interests are those
only of a secured party under New York law.
13. RELEASE;
TERMINATION.
Upon
the
indefeasible payment in full of all Obligations and the termination or
expiration of any obligation of Lender to make Loans under the Credit Agreement,
the security interest granted hereby shall terminate and all rights to the
Collateral shall revert to Pledgor. Upon any such payment and termination or
expiration, Lender will, at Pledgor’s sole expense, deliver to Pledgor all
certificates and instruments, if any, evidencing the Collateral held by Lender
hereunder, and execute and deliver to Pledgor such documents as Pledgor shall
reasonably request to evidence such termination. In the event that for any
reason the payment in full of all Obligations under the Credit Agreement shall
be held invalid or shall be voided for any reason, then the foregoing release
shall be automatically revoked without further action of the parties hereto
and
the security interest granted hereby shall be automatically reinstated and
remain in force, nunc pro tunc.
8
14. MISCELLANEOUS.
14.1 Independent
Remedies.
Lender’s Rights and Remedies may be exercised without resort to or regard to any
other source of satisfaction of the Obligations.
14.2 Successors
and Assigns.
All of
the agreements, obligations, undertakings, representations and warranties herein
made by Pledgor shall inure to the benefit of Lender and its respective
successors and assigns and shall bind Pledgor and its successors and
assigns.
14.3 Entire
Agreement.
This
Agreement and all other instruments executed in connection herewith constitute
the entire agreement between Pledgor and Lender pertaining to the subject matter
hereof, and supersede all prior agreements, understandings, negotiations and
discussions, whether oral or written, of such parties pertaining to the subject
matter hereof.
14.4 Modifications.
No
modification, amendment or waiver of any provisions of this Agreement shall
be
effective unless executed in writing by the party to be charged with such
modification, amendment and waiver and, if such party be Lender, then by a
duly
authorized officer thereof.
14.5 Captions.
Captions in this Agreement are intended solely for convenience and shall not
be
deemed to affect the meaning or construction of any provision
hereof.
14.6 Severability.
Each
provision hereof shall be enforceable to the fullest extent permitted by
applicable law. The invalidity and unenforceability of any provision(s) hereof
shall not impair or affect any other provision(s) hereof which are valid and
enforceable.
14.7 Counterparts.
This
Agreement may be executed in several counterparts, each of which when executed
and delivered is an original, but all of which together shall constitute one
instrument. In making proof of this Agreement, it shall not be necessary to
produce or account for more than one such counterpart which is executed by
the
party against whom enforcement of such agreement is sought.
14.8 Notices.
Any
demand, notice or request by either party to the other shall be given in the
manner provided therefor in the Credit Agreement.
14.9 Conflicts.
In the
event of any conflict between the provisions of this Agreement and the Credit
Agreement, the Credit Agreement shall govern.
14.10 Governing
Law.
This
Agreement shall in all respects be governed, construed, applied and enforced
in
accordance with the laws of the State of New York without regard to principles
of conflicts of law.
14.11 No
Partnership.
The
relationship between Pledgor and Lender shall be only of creditor-debtor and
no
relationship of agency, partner or joint- or co-venturer shall be created by
or
inferred from this Agreement or the other Credit Documents. Grantor shall
indemnify, defend, and save Lender harmless from any and all claims asserted
against Lender as being the agent, partner, or joint-venturer of
Pledgor.
9
14.12 Other
Security.
To the
extent that the Obligations are now or hereafter secured by property other
than
the Collateral or by the guarantee, endorsement or property of any other Person,
then Lender shall have the right in its sole discretion to pursue, relinquish,
subordinate, modify or take any other action with respect thereto, without
in
any way modifying or affecting any of Lender’s rights and remedies
hereunder.
15. WAIVER
OF JURY TRIAL.
EXCEPT
AS
PROHIBITED BY LAW, PLEDGOR HEREBY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY
JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER
OR IN CONNECTION WITH THIS AGREEMENT.
[Signature
pages attached]
10
This
Pledge and Security Agreement has been executed and delivered as an instrument
under seal as of the 7th day of March, 2008.
| PLEDGOR: | ||
| ANTHRACITE CAPITAL, INC., a Maryland corporation | ||
| |
|
|
| By: | /s/ Xxxxxxx Xxxx | |
|
Name: Xxxxxxx
Xxxx
Title: Chief
Operating Officer & President
|
||
| LENDER: | ||
| BLACKROCK HOLDCO 2, INC., a Delaware corporation | ||
| |
|
|
| By: | /s/ Xxx Xxxxx Xxxxxx | |
|
Name: Xxx
Xxxxx Xxxxxx
Title: Managing
Director
|
||
EXHIBIT
A
Pledged
Interests
