OWNERSHIP INTERESTS PLEDGE AND SECURITY AGREEMENT
1. Grant of Security Interest. ANTHRACITE CAPITAL, INC., a Maryland corporation,
having an address at ▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ("Pledgor"),
does hereby pledge, assign, transfer and deliver to KeyBank National
Association, a national banking association, having an address at ▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇ (the "Lender"), a continuing security interest in
the Collateral (as hereinafter defined) to secure the payment and performance in
full of the Obligations (as hereinafter defined).
2. Promissory Note and Defined Terms. This agreement ("Pledge and Security
Agreement" or "Agreement") is delivered pursuant to the terms of that certain
Promissory Note (the "Promissory Note"), dated of even date hereof, from
Pledgor, as borrower, to the Lender. Capitalized terms used herein which are not
otherwise specifically defined herein shall have the same meaning herein as in
the Promissory Note.
3. Collateral. The term "Collateral" shall mean and include the following
property, wherever located:
(a) 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 clause (a) or clause (b) below of this Section 3 are
referred to herein as "Pledged Interests");
(b) all certificates or other instruments, if any, representing a Pledged
Interest;
(c) 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
(d) all rights of access arising from the Pledged Interests to books,
records, information and electronically stored data relating to any of
the foregoing.
4. Obligations. The term "Obligations" shall mean all obligations of Pledgor to
the Lender, whether now existing or hereafter arising, direct or indirect,
absolute or contingent, under any one or more of: (i) this Agreement; (ii) the
Promissory Note; (iii) all other documents executed in connection with the loan
made by the Lender to Pledgor pursuant to the Promissory Note (the "Loan
Documents"); and (iv) each of the same as hereafter modified, amended, extended
or replaced in accordance with the terms thereof.
5. Warranties and Representations. Pledgor warrants and represents to, and
agrees with, the Lender that:
5.1 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 (i) any
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liens or encumbrances in effect as of the date hereof which have been
disclosed to the Lender; or (ii) any such liens or encumbrances in
favor of the Lender;
5.2 Pledgor has the full right, power and authority to pledge the
Collateral and to grant the security interest in the Collateral as
herein provided;
5.3 There are no restrictions on, or consents required with respect to,
the transfer of the Collateral to the Lender hereunder, or with
respect to any subsequent transfer thereof or realization thereupon by
the Lender;
5.4 Each Pledged Interest listed on Exhibit A is as described and set
forth on Exhibit A attached hereto and made a part hereof;
5.5 True and complete copies of the organizational documents of each of
the entities listed on Exhibit A have been delivered by Pledgor to the
Lender, and, as of the date hereof, the same have not been further
amended or modified in any respect whatsoever;
5.6 All of the warranties and representations made by or in respect of
Pledgor under the Promissory Note are true and accurate;
5.7 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
5.8 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.
6. Pledgor's Agreements. Pledgor agrees so long as any of the Obligations remain
outstanding that:
6.1 Pledgor shall execute all such instruments, documents and papers, and
will do all such acts as the 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 the 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 the Lender at any time and from time to
time to file UCC financing statements,
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continuation statements, and amendments thereto describing the
Collateral without the signature of Pledgor;
6.2 Except for any liens or encumbrances in effect as of the date hereof
that have been disclosed to the Lender or liens or encumbrances
permitted by the Promissory Note, Pledgor shall keep the Collateral
free and clear of all liens, encumbrances, attachments, security
interest pledges and charges;
6.3 Pledgor shall not transfer the Collateral or any direct or indirect
interest therein to any other person;
6.4 Pledgor shall deliver to the Lender, if and when received by Pledgor,
any item representing or constituting any of the Collateral. If under
any circumstance whatsoever any such proceeds should be paid to or
come into the hands of Pledgor, Pledgor shall hold the same in trust
for immediate delivery to the Lender to be held as additional
Collateral;
6.5 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 the Lender's security interest in the
Collateral;
6.6 Pledgor shall not, without the prior written consent of the 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:
(i) 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
the Lender as to the Collateral; or
(ii) 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; or
(iii) 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
(iv) permit any of the investment entities listed on Exhibit A to
sell, transfer, assign, pledge, mortgage, or otherwise encumber
any property, assets or investments owned by such entity, or to
incur any new Indebtedness;
6.7 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 the Lender in each
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instance, which consent shall not be unreasonably withheld,
conditioned or delayed;
6.8 Insofar as the same may be material or significant to the 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;
6.9 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 Loan Documents;
6.10 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
Loan Documents are punctually and faithfully paid and performed in the
manner provided for therein;
6.11 Pledgor shall, with reasonable promptness, but in all events within
ten (10) days after it has actual knowledge thereof, notify the 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 Loan 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;
6.12 Pledgor agrees so long as any of the Obligations remain outstanding,
it shall comply with each of the following covenants:
6.12.1 Annual Statements. Within ninety (90) days following the end of
each fiscal year, a consolidated balance sheet, an income statement, a
statement of changes in shareholders' equity and a statement of cash
flows of Pledgor as of the end of such fiscal year, setting forth in
comparative form consolidated figures for the preceding fiscal year,
all such financial information described above to be in reasonable
form and detail and audited by an independent certified public
accounting firm of recognized national standing reasonably acceptable
to the Lender, and whose opinion shall be to the effect that such
financial statements have been prepared in accordance with GAAP and
shall not be limited as to the scope of the audit or qualified as to
the status of Pledgor as a going concern or otherwise;
6.12.2 Periodic Statements. Within forty-five (45) days following the
end of each fiscal quarter of Pledgor (other than the fourth fiscal
quarter, in which case ninety (90) days after the end thereof) an
unaudited consolidated balance sheet, income statement and statement
of changes in shareholders' equity of Pledgor as of the end of such
fiscal quarter, all such financial information described above to be
in reasonable form and detail and reasonably acceptable to the Lender;
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6.12.3 Data Requested. Within a reasonable period of time after a
request from the Lender, such other financial data or information as
the Lender may reasonably request with respect to any of the Pledged
Interests;
6.12.4 Tax Returns. Within a reasonable period of time after a request
from the Lender, complete copies of all federal and state tax returns
and supporting schedules of Pledgor;
6.12.5 Auditor's Reports. Promptly upon receipt thereof, a copy of any
other report or "management letter" submitted by independent
accountants to Pledgor in connection with any annual, interim or
special audit of the books of Pledgor;
6.12.6 Other Information. With reasonable promptness upon any such
request, such other information regarding the business, properties or
financial condition of Pledgor as the Lender may reasonably request;
6.12.7 Restrictions on Liens. Pledgor shall not, without the prior
written consent of the Lender (which consent may be withheld in the
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;
6.12.8 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, the Lender shall have the right (through such
agents or consultants as the 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;
6.12.9 Expenses. Pledgor shall pay all costs and expenses reasonably
incurred by the Lender in connection with the enforcement of the
Lender's rights under the Loan 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;
6.12.10 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 the Lender with any additional information that the Lender
reasonably requests from time to time in order to ensure compliance by
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Pledgor with all applicable Anti-Money Laundering Laws. As used
herein, the term "Anti-Money Laundering Laws" shall mean the USA
Patriot Act of 2001, the Bank Secrecy Act, and Executive Order 13324 -
Blocking Property and Prohibiting Transactions With Persons Who
Commit, Threaten to Commit, or Support Terrorism, and any similar
Legal Requirements;
6.12.11 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;
6.12.12 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 the 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 the Lender,
or evidence of the existence of applicable contests as permitted
herein; and
6.12.13 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 REIT and not take any action which could lead to its
disqualification as a REIT.
7. Events of Default.
7.1 Upon the occurrence and during the continuance of any Event of
Default, the 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 Loan Documents.
7.2 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
Maturity Date by the Lender) and the reimbursement by Pledgor of all
expenses incurred by the 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 Promissory
Note and other Loan Documents.
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8. After Event of Default
8.1 Upon the occurrence and during the continuance of any Event of
Default, and at any time the Lender shall have all of the rights and
remedies of a secured party upon default under the Uniform Commercial
Code as adopted in the Commonwealth of Massachusetts, in addition to
which the 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 the Lender shall determine. Pledgor shall remain
liable to the 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.
8.2 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 the Lender shall give Pledgor such notice as may be
practicable under the circumstances), the Lender shall give Pledgor at
least the greater of the minimum notice required by law or ten (10)
days' prior written notice 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.
8.3 Pledgor acknowledges that any exercise by the Lender of Lender's
rights upon an Event of Default will be subject to compliance by the
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.
The 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 the 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.
9. Actions By the Lender. Pledgor hereby appoints the Lender, or any agent
designated by the Lender, as the attorney-in-fact of Pledgor after an Event of
Default has occurred and is continuing to: (a) endorse in favor of the Lender
any of the Collateral; (b) cause the transfer of any of the Collateral in such
name as the 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. The Lender may
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take such action with respect to the Collateral as the Lender may reasonably
determine to be necessary to protect and preserve its interest in the
Collateral. The 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 the
Lender or until all Obligations have been paid or fulfilled and the obligation
of the Lender to make Loans under the Promissory Note has terminated. The power
of attorney under this Section 9 shall not be affected by subsequent disability
or incapacity of Pledgor. The Lender shall not be liable for any act or omission
to act pursuant to this Section 9, except for any act or omission to act which
constitutes gross negligence or willful misconduct.
10. Rights and Remedies. The rights, remedies, powers, privileges and
discretions of the Lender hereunder (hereinafter, 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
the Lender in exercising or enforcing any of the Rights and Remedies shall
operate as, or constitute, a waiver thereof. No waiver by the 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 the
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 the 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 the Lender at such time or times in such order of preference as the
Lender in its sole and absolute discretion may determine.
11. Pledgor's Consent and Waiver. Pledgor hereby agrees that the 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 the 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 Loan 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 the Lender;
(c) assents to any indulgence or waiver which the Lender may grant or give any
other person liable or obliged to the Lender for or on account of the
Obligations; (d) authorizes the Lender to alter, amend, cancel, waive or modify
any term or condition of the obligations of any other person liable or obligated
to the 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 the 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 the Lender's exercising the Rights and
Remedies upon an Event of Default.
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12. Lender May Assign. Pledgor agrees that upon any sale or transfer by the
Lender of the Loan Documents and the indebtedness evidenced thereby that is
permitted under the Promissory Note, the 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 the Lender
in respect thereto, and the Lender shall be thereafter forever relieved and
fully discharged from any liability or responsibility in connection therewith.
13. Limits on Lender's Duties. The 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 the Lender and the accounting for monies
actually received by the Lender hereunder, and the Lender shall not have any
duty as to the preservation of rights against prior parties or any other rights
pertaining thereto. The 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 is accords its own
property. Nothing in this Agreement shall be construed as an undertaking by the
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. The Lender's rights and obligations in respect of the Pledged Interests
are those only of a secured party under Massachusetts law.
14. Release; Termination.
Upon the indefeasible payment in full of all Obligations and the
termination or expiration of the any obligation of the Lender to make loans
under the Promissory Note, 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, the Lender will, at Pledgor's sole expense,
deliver to Pledgor all certificates and instruments, if any, evidencing the
Collateral held by the Lender hereunder, and execute and deliver to Pledgor such
documents as Pledgor shall reasonably request to evidence such termination.
15. Miscellaneous.
15.1 The Lender's Rights and Remedies may be exercised without resort to or
regard to any other source of satisfaction of the Obligations.
15.2 All of the agreements, obligations, undertakings, representations and
warranties herein made by Pledgor shall inure to the benefit of the
Lender and their respective successors and assigns and shall bind
Pledgor and its successors and assigns.
15.3 This Agreement and all other instruments executed in connection
herewith constitute the entire agreement between Pledgor and the
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.
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15.4 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 the Lender, then by a duly authorized officer thereof.
15.5 This Agreement and all other documents in the Lender's possession
which relate to the Obligations may be reproduced by the Lender by
any photographic, photostatic microfilm, microcard, miniature
photographic, xerographic or similar process and, with the exception
of instruments constituting the Collateral, the Lender may destroy
the original from which any document was so reproduced. Any such
reproduction shall be admissible in evidence as the original itself
in any judicial or administrative proceeding (whether or not the
original is in existence and whether or not such reproduction was
made in the regular course of business) and any enlargement,
facsimile or further reproduction shall be likewise admissible in
evidence.
15.6 Captions in this Agreement are intended solely for convenience and
shall not be deemed to affect the meaning or construction of any
provision hereof.
15.7 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.
15.8 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.
15.9 Any demand, notice or request by either party to the other shall be
given in the manner provided therefor in the Promissory Note.
15.10 In the event of any conflict between the provisions of this Agreement
and the Promissory Note, the Promissory Note shall govern.
15.11 This Agreement shall in all respects be governed, construed, applied
and enforced in accordance with the laws of the Commonwealth of
Massachusetts without regard to principles of conflicts of law.
16. WAIVER OF JURY TRIAL. PLEDGOR AND THE LENDER MUTUALLY HEREBY KNOWINGLY,
VOLUNTARILY AND INTENTIONALLY WAIVE THE RIGHT TO A TRIAL BY JURY IN RESPECT OF
ANY LITIGATION BASED ON, ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS
AGREEMENT OR ANY OTHER CREDIT DOCUMENTS CONTEMPLATED TO BE EXECUTED IN
CONNECTION HEREWITH, OR ANY COURSE OF CONDUCT, COURSE OF DEALINGS, STATEMENTS
(WHETHER
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VERBAL OR WRITTEN) OR ACTIONS OF ANY PARTY. THIS WAIVER CONSTITUTES A MATERIAL
INDUCEMENT FOR THE LENDER TO ACCEPT THIS AGREEMENT AND MAKE THE FACILITY.
[Signature pages attached]
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This Pledge and Security Agreement has been executed and delivered as an
instrument under seal as of the 27th day of August, 2007.
PLEDGOR:
ANTHRACITE CAPITAL, INC.,
a Maryland corporation
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇
------------------------------------
▇▇▇▇▇▇▇ ▇. ▇▇▇▇
President
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LENDER:
KEYBANK NATIONAL ASSOCIATION
By: /s/ ▇▇▇▇▇▇▇ ▇ ▇▇▇▇▇▇▇▇▇▇
------------------------------------
Name: ▇▇▇▇▇▇▇ ▇ ▇▇▇▇▇▇▇▇▇▇
Title: Vice President
[Lender's Signature Page to Ownership Interests Pledge and Security Agreement]
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EXHIBIT A
Investment Entity Investment Pledged Interest
------------------------------------------------------------------------------
BlackRock Diamond 658.9262 Shares of Class C 658.9262 Shares of Class C
Property Fund, Inc., Common Stock of BlackRock Common Stock of BlackRock
a Maryland
corporation
("BlackRock")
BlackRock All rights of Pledgor with All rights of Pledgor with
respect to redemption of respect to redemption of
658.9262 Shares of Class C 658.9262 Shares of Class C
Common Stock of BlackRock Common Stock of BlackRock
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