Unassociated Document


     

    
      

      

    

     

    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

            
	
              14.

            	
              
                MISCELLANEOUS

              

            	 	
              9

            
	
              15.

            	
              WAIVER
                OF JURY TRIAL

            	 	
              10

            


    

    

      Index
        of Defined Terms

    

    

      
        	
                Agreement

              	 	 	
                1

              	 
	
                Anti-Money
                  Laundering Laws

              	 	 	
                5

              	 
	
                Collateral

              	 	 	
                1

              	 
	
                Credit
                  Agreement

              	 	 	
                1

              	 
	
                Event
                  of Default

              	 	 	
                5

              	 
	
                Legal
                  Requirements

              	 	 	
                4

              	 
	
                Lender

              	 	 	
                1

              	 
	
                Obligations

              	 	 	
                1

              	 
	
                Pledge
                  and Security Agreement

              	 	 	
                1

              	 
	
                Pledged
                  Interests

              	 	 	
                1

              	 
	
                Pledgor

              	 	 	
                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., 40 East 52nd
      Street,
      New York, New York 10022 (“Pledgor”),
      in
      favor of BLACKROCK HOLDCO2, INC., a Delaware corporation, having an address
      c/o
      BlackRock, Inc., 40 East 52nd
      Street,
      New York, NY 10022 (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.

     

    
      
        
        

      

      
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    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/
              Richard
              Shea 
	 	
              

              Name: Richard
                Shea 

              Title: Chief
                Operating Officer & President

            


    

     

    
      	 	 	 
	 	LENDER:
	 	 
	 	BLACKROCK HOLDCO 2, INC., a Delaware
              corporation
	 
 	 
 	 
 
	
            	By:  	/s/
              Ann
              Marie Petach 
	 	
              

              Name: Ann
                Marie Petach 

              Title: Managing
                Director

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    EXHIBIT
      A

    


    Pledged
      Interests