Common use of Pledge and Grant of Security Interest Clause in Contracts

Pledge and Grant of Security Interest. As security for the payment and performance in full of all of the Obligations in accordance with their terms, Pledgor hereby pledges, assigns, transfers, grants, hypothecates and sets over unto Lender, grants to Lender a first priority lien and security interest in, and delivers to Lender, all of Pledgor's right, title and interest in, to and under the following personal property, in each case whether now existing or hereafter acquired or created, and whether constituting financial assets, investment property, general intangibles, securities, security entitlements, proceeds or otherwise: (a) all of the Pledged Securities; (b) all certificates, instruments, agreements and contract rights relating to the Pledged Securities; and (c) all proceeds of the Pledged Securities (including, without limitation, all cash, cash equivalents, dividends, distributions, instruments, securities or other property) at any time and from time to time received, receivable, paid or otherwise distributed in respect of or in exchange for any of or all such Pledged Securities, whether in connection with any increase or reduction of capital, reclassification, merger, consolidation, sale of assets, combination of shares, stock split, spin-off, split-off or otherwise (the items referred to in clauses (a) through (c) being collectively called the “Securities Collateral”). All Pledged Securities included in the Securities Collateral shall, to the extent represented by certificates, upon delivery thereof to Lender, be accompanied by undated stock powers duly executed in blank or by other instruments or documents of transfer, possession or control satisfactory to Lender and by such other instruments and documents as Lender may request. All Securities Collateral shall be delivered to and held by Lender and disposed of in accordance with the terms of this Pledge Agreement.

Pledge and Grant of Security Interest. As security The Pledgor hereby pledges to the Trustee for its benefit and for the payment ratable benefit of the Holders of the Notes, and performance hereby grants to the Trustee for its benefit and for the ratable benefit of the Holders of the Notes, a continuing first priority security interest in full of and to all of the Obligations in accordance with their terms, Pledgor hereby pledges, assigns, transfers, grants, hypothecates and sets over unto Lender, grants to Lender a first priority lien and security interest in, and delivers to Lender, all of Pledgor's right, title and interest in, to and under the following personal property(hereinafter collectively referred to as the "COLLATERAL"), in each case whether now existing or hereafter acquired or created, and whether constituting financial assets, characterized as investment property, general intangibles, securities, security entitlements, proceeds intangibles or otherwise: (a) the Collateral Account, all of funds held therein and all certificates and instruments, if any, from time to time representing or evidencing the Pledged Securities; Collateral Account, and all Collateral Investments (as hereinafter defined) and all certificates and instruments, if any, representing or evidencing the Collateral Investments, and any and all security entitlements to the Collateral Investments, and any and all related securities accounts in which security entitlements to the Collateral Investments are carried, (b) all certificatesnotes, instrumentscertificates of deposit, agreements deposit accounts, checks and contract rights relating other instruments from time to time hereafter delivered to or otherwise possessed by the Pledged Securities; and Trustee for or on behalf of the Pledgor in substitution for or in addition to any or all the then existing Collateral, (c) all proceeds of the Pledged Securities (including, without limitation, all cash, cash equivalentsinterest, dividends, distributionscash, instruments, securities or instruments and other property) at any time and property from time to time received, receivable, paid receivable or otherwise distributed in respect of or in exchange for any of or all such Pledged Securitiesof the then existing Collateral, whether in connection with and (d) all proceeds of any increase or reduction and all of capitalthe foregoing Collateral (including, reclassificationwithout limitation, merger, consolidation, sale proceeds that constitute property of assets, combination of shares, stock split, spin-off, split-off or otherwise (the items referred to types described in clauses (a) through - (cd) being collectively called the “Securities Collateral”). All Pledged Securities included in the Securities Collateral shallof this Section 1) and, to the extent represented by certificatesnot otherwise included, upon delivery thereof to Lender, be accompanied by undated stock powers duly executed in blank or by other instruments or documents of transfer, possession or control satisfactory to Lender and by such other instruments and documents as Lender may request. All Securities Collateral shall be delivered to and held by Lender and disposed of in accordance with the terms of this Pledge Agreementall cash.

Pledge and Grant of Security Interest. As security The Pledgor hereby pledges to the Trustee for its benefit and for the payment ratable benefit of the Holders of the Notes and performance hereby grants to the Trustee for its benefit and for the ratable benefit of the Holders of the Notes a continuing first priority security interest in full of and to all of the Obligations in accordance with their terms, Pledgor hereby pledges, assigns, transfers, grants, hypothecates and sets over unto Lender, grants to Lender a first priority lien and security interest in, and delivers to Lender, all of Pledgor's ’ s right, title and interest in, to and under the following personal property(hereinafter collectively referred to as the “Collateral”), in each case whether now existing or hereafter acquired or created, and whether constituting financial assets, characterized as investment property, general intangibles, certificated securities, security entitlementsuncertificated securities, proceeds general intangibles or otherwise: (a) the Collateral Account, all of funds held therein and all certificates and instruments, if any, from time to time representing or evidencing the Pledged Securities; Collateral Account, (b) all certificates, Collateral Investments (as hereinafter defined) and all certificates and instruments, agreements if any, representing or evidencing the Collateral Investments, and contract rights relating any and all security entitlements to the Pledged Securities; Collateral Investments, and any and all related securities accounts in which security entitlements to the Collateral Investments are carried, (c) all cash, notes, deposit accounts, checks and other instruments, if any, from time to time hereafter delivered to or otherwise possessed by the Escrow Agent for or on behalf of the Pledgor in substitution for or in addition to any or all the then existing Collateral, and (d) all proceeds of and other distributions on or with respect to any and all of the Pledged Securities foregoing Collateral (including, without limitation, all dividends, interest, principal payments, cash, cash equivalentsoptions, dividendswarrants, distributionsrights, instrumentsinvestments, securities subscriptions and other property or other property) at any time and from time to time receivedproceeds, receivable, paid or otherwise distributed in respect including proceeds that constitute property of or in exchange for any of or all such Pledged Securities, whether in connection with any increase or reduction of capital, reclassification, merger, consolidation, sale of assets, combination of shares, stock split, spin-off, split-off or otherwise (the items referred to types described in clauses (a) through (c) being collectively called the “Securities Collateral”of this Section 3.1). All Pledged Securities included The Escrow Agent (in its capacity as a securities intermediary) hereby agrees that it will comply with written entitlement orders originated by the Securities Collateral shallTrustee (in its capacity as a secured party/purchaser) without further consent by the Pledgor (in its capacity as a debtor/entitlement holder), to it being acknowledged and agreed that so long as no Event of Default exists, the extent represented Escrow Agent shall honor entitlement orders issued by certificates, upon delivery thereof to Lender, be accompanied by undated stock powers duly executed in blank or by other instruments or documents of transfer, possession or control satisfactory to Lender and by such other instruments and documents as Lender may request. All Securities Collateral shall be delivered to and held by Lender and disposed of the Pledgor in accordance with the terms of this Pledge AgreementSections 4 or 5 hereof.

Pledge and Grant of Security Interest. As security The Pledgor hereby pledges to the Trustee for its benefit and for the payment ratable benefit of the Holders of the Notes and, solely with respect to the Initial Purchasers’ Commission (but only to the extent payable hereunder and performance under the Purchase Agreement), the Initial Purchasers, and hereby grants to the Trustee for its benefit and for the ratable benefit of the Holders of the Notes and the Initial Purchasers, as applicable, a continuing first-priority security interest in full of and to all of the Obligations in accordance with their terms, Pledgor hereby pledges, assigns, transfers, grants, hypothecates and sets over unto Lender, grants to Lender a first priority lien and security interest in, and delivers to Lender, all of Pledgor's ’ s right, title and interest in, to and under the following personal propertyfollowing, in each case whether now existing or hereafter acquired or created, and whether constituting financial assets, characterized as investment property, general intangibles, certificated securities, security entitlementsuncertificated securities, proceeds general intangibles or otherwise: (a) the Collateral Account, all of funds held therein and all certificates and instruments, if any, from time to time representing or evidencing the Pledged Securities; Collateral Account, (b) all certificates, Collateral Investments (as hereinafter defined) and all certificates and instruments, agreements if any, representing or evidencing the Collateral Investments, and contract rights relating any and all security entitlements to the Pledged Securities; Collateral Investments, and any and all related securities accounts in which security entitlements to the Collateral Investments are carried, (c) all cash, notes, deposit accounts, checks and other instruments, if any, from time to time hereafter delivered to or otherwise possessed by the Escrow Agent, as Escrow Agent only and not in any other capacity, for or on behalf of the Pledgor in substitution for or in addition to any or all the then existing Collateral (as hereinafter defined), and (d) all proceeds of and other distributions on or with respect to any and all of the Pledged Securities foregoing Collateral (including, without limitation, all dividends, interest, principal payments, cash, cash equivalentsoptions, dividendswarrants, distributionsrights, instrumentsinvestments, securities subscriptions and other property or other property) at any time and from time to time receivedproceeds, receivable, paid or otherwise distributed in respect including proceeds that constitute property of or in exchange for any of or all such Pledged Securities, whether in connection with any increase or reduction of capital, reclassification, merger, consolidation, sale of assets, combination of shares, stock split, spin-off, split-off or otherwise (the items referred to types described in clauses (a) through (c) of this Section 1.4) (clauses (a) through (d) being hereinafter collectively called referred to as the “Securities Collateral”). All Pledged Securities included The Escrow Agent (in its capacity as a securities intermediary) hereby agrees that it will comply with entitlement orders originated by the Securities Collateral shallTrustee (in its capacity as a secured party/purchaser) without further consent by the Pledgor (in its capacity as a debtor/entitlement holder), to it being acknowledged and agreed that so long as no Event of Default exists, the extent represented Escrow Agent shall honor entitlement orders issued by certificates, upon delivery thereof to Lender, be accompanied by undated stock powers duly executed in blank or by other instruments or documents of transfer, possession or control satisfactory to Lender and by such other instruments and documents as Lender may request. All Securities Collateral shall be delivered to and held by Lender and disposed of the Pledgor in accordance with the terms of this Pledge AgreementSections 5 or 7 hereof.

Pledge and Grant of Security Interest. As security The Pledgor hereby pledges to the Trustee for its benefit and for the payment ratable benefit of the Holders, and performance hereby grants to the Trustee for its benefit and for the ratable benefit of the Holders, a continuing first priority perfected security interest in full of and to all of the Obligations in accordance with their terms, Pledgor hereby pledges, assigns, transfers, grants, hypothecates and sets over unto Lender, grants to Lender a first priority lien and security interest in, and delivers to Lender, all of Pledgor's right, title and interest in, to and under the following personal property(hereinafter collectively referred to as the "Collateral"), in each case whether now existing or hereafter acquired or created, and whether constituting financial assets, characterized as investment property, general intangibles, securities, security entitlements, proceeds intangibles or otherwise: (a) the Security Account, all of the Pledged Securities; (b) funds and securities or other investment property held therein and all certificates, certificates and instruments, agreements and contract rights relating if any, from time to time representing or evidencing the Pledged Securities; and (c) all proceeds of the Pledged Securities (Security Account, including, without limitation, the Disbursement Funds and the Pledged Securities, and any and all cashsecurities entitlements to the Disbursement Funds and the Pledged Securities, cash equivalentsand any and all related securities accounts in which security entitlements to the Disbursement Funds and the Pledged Securities are carried, (b) all notes, certificates of deposit, deposit accounts, checks and other instruments from time to time hereafter delivered to or otherwise possessed by the Security Agent for or on behalf of the Pledgor in substitution for or in addition to any or all then existing Collateral, (c) all interest, dividends, distributionscash, instruments, securities or instruments and other property) at any time and property from time to time received, receivable, paid receivable or otherwise distributed in respect of or in exchange for any of or all such Pledged Securitiesof the then existing Collateral, whether in connection with and (d) all proceeds of any increase or reduction and all of capitalthe foregoing Collateral (including, reclassificationwithout limitation, merger, consolidation, sale proceeds that constitute property of assets, combination of shares, stock split, spin-off, split-off or otherwise (the items referred to types described in clauses (a) through - (c) being collectively called the “Securities Collateral”). All Pledged Securities included in the Securities Collateral shallabove) and, to the extent represented by certificatesnot otherwise included, upon delivery thereof to Lender, be accompanied by undated stock powers duly executed in blank or by other instruments or documents of transfer, possession or control satisfactory to Lender and by such other instruments and documents as Lender may request. All Securities Collateral shall be delivered to and held by Lender and disposed of in accordance with the terms of this Pledge Agreementall cash.

Pledge and Grant of Security Interest. As security The Issuers hereby pledge to the Trustee for its benefit and for the payment ratable benefit of the Holders of the Notes, and performance grant to the Trustee for its benefit and for the ratable benefit of the Holders of the Notes, a continuing first priority security interest in full of and to all of the Obligations in accordance with their terms, Pledgor hereby pledges, assigns, transfers, grants, hypothecates and sets over unto Lender, grants to Lender a first priority lien and security interest in, and delivers to Lender, all of Pledgor's Issuers' right, title and interest in, to and under the following personal property(hereinafter collectively referred to as the "Collateral"), in each case whether now existing or hereafter acquired or createdcharacterized as certificated securities, and whether constituting financial assetsuncertificated securities, investment property, general intangibles, securities, security entitlements, proceeds intangibles or otherwise: (a) the Cash Collateral Account, all of funds held therein and all certificates and instruments, if any, from time to time representing or evidencing the Pledged Securities; Cash Collateral Account, (b) the Collateral Investments Account and all certificates, Collateral Investments (as hereinafter defined) and all certificates and instruments, agreements if any, representing or evidencing the Collateral Investments, and contract rights relating any and all security entitlements to the Pledged Securities; Collateral Investments, and any and all related securities accounts in which security entitlements to the Collateral Investments are carried, (c) all cash, notes, certificates of deposit, deposit accounts, checks and other instruments from time to time hereafter delivered to or otherwise possessed by the Trustee for or on behalf of the Issuers in substitution for or in addition to any or all the then existing Collateral, and (d) all proceeds of and other distributions on or with respect to any of the Pledged Securities foregoing (and any other proceeds or distributions), including, without limitation, all dividends, interest, principal payments, cash, cash equivalentsoptions, dividendswarrants, distributionsrights, instruments, securities subscriptions and other property or other property) at any time and proceeds from time to time received, receivable, paid receivable or otherwise distributed or distributable in respect of or in exchange for any of the foregoing or all such Pledged Securities, whether in connection with any increase or reduction of capital, reclassification, merger, consolidation, sale of assets, combination of shares, stock split, spin-off, split-off or otherwise (the items referred to in clauses (a) through (c) being collectively called the “Securities Collateral”). All Pledged Securities included in the Securities Collateral shall, to the extent represented by certificates, upon delivery thereof to Lender, be accompanied by undated stock powers duly executed in blank or by other instruments or documents of transfer, possession or control satisfactory to Lender and by such other instruments and documents as Lender may request. All Securities Collateral shall be delivered to and held by Lender and disposed of in accordance with the terms of this Pledge Agreementsecurity entitlement thereto.

Pledge and Grant of Security Interest. As collateral security for the payment and performance in full of all of the Obligations (as defined in accordance with their termsSection 3 hereof), Pledgor each of the Pledgors hereby pledges, assigns, transfers, grants, hypothecates pledges and sets over unto Lender, assigns and grants to Lender the Collateral Agent a first priority lien and continuing security interest in, and delivers to LenderLien on, all of such Pledgor's right, title and interest in and to the following (collectively, the "Collateral"): all present, as set forth in Schedule I, and all future, issued and outstanding shares of capital stock, or other equity or investment securities of, or partnership, membership, or joint venture interests in, to and under each Subsidiary (as defined in the following personal propertySecurities Purchase Agreement), in each case whether now existing owned or hereafter acquired or created, by such Pledgor and whether constituting financial assetsor not evidenced or represented by any stock certificate, investment propertycertificated security or other instrument, general intangiblestogether with the certificates representing such equity interests, securitiesall options and other rights, security entitlements, proceeds contractual or otherwise: (a) , in respect thereof and all of the Pledged Securities; (b) all certificates, instruments, agreements and contract rights relating to the Pledged Securities; and (c) all proceeds of the Pledged Securities (including, without limitation, all cash, cash equivalents, dividends, distributions, cash, instruments, securities or investment property and any other propertyproperty (including, but not limited to, any stock dividend and any distribution in connection with a stock split) at any time and from time to time received, receivable, paid receivable or otherwise distributed in respect of or in exchange for any of or all of the foregoing and all cash and noncash proceeds thereof (collectively, the "Pledged Shares"); all present and future increases, profits, combinations, reclassifications, and substitutes and replacements for all or part of the foregoing Collateral heretofore described; all investment property, financial assets, securities, capital stock, other equity interests, stock options and commodity contracts of such Pledged SecuritiesPledgor, all notes, debentures, bonds, promissory notes or other evidences of indebtedness payable or owing to such Pledgor, and all other assets now or hereafter received or receivable with respect to the foregoing; all securities entitlements of such Pledgor in any and all of the foregoing; all of Universal Exploration Corp.'s right, title and interest in and to the participation agreements ("Participation Agreements") described on Schedule II hereto, and all proceeds (including proceeds of proceeds) of any and all of the foregoing; in each case, whether in connection with any increase now owned or reduction of capital, reclassification, merger, consolidation, sale of assets, combination of shares, stock split, spin-off, split-off or otherwise (the items referred to in clauses (a) through (c) being collectively called the “Securities Collateral”). All Pledged Securities included in the Securities Collateral shall, to the extent represented by certificates, upon delivery thereof to Lender, be accompanied by undated stock powers duly executed in blank or by other instruments or documents of transfer, possession or control satisfactory to Lender and hereafter acquired by such other instruments Pledgor and documents as Lender howsoever its interest therein may request. All Securities Collateral shall be delivered to and held arise or appear (whether by Lender and disposed of in accordance with the terms of this Pledge Agreementownership, security interest, Lien, claim or otherwise).

Pledge and Grant of Security Interest. As security for the prompt and complete payment and performance of the Obligations (whether at the stated maturity, by acceleration or otherwise), the Pledgor hereby pledges to the Trustee for its benefit and for the ratable benefit of the Holders, and hereby grants to the Trustee for its benefit and for the ratable benefit of the Holders, a continuing first priority perfected security interest in full of and to all of the Obligations in accordance with their terms, Pledgor hereby pledges, assigns, transfers, grants, hypothecates and sets over unto Lender, grants to Lender a first priority lien and security interest in, and delivers to Lender, all of Pledgor's right, title and interest in, to and under the following personal property(hereinafter collectively referred to as the "Collateral"), in each case whether now existing or hereafter acquired or created, and whether constituting financial assets, characterized as investment property, general intangibles, securities, security entitlements, proceeds intangibles or otherwise: (a) the Escrowed Interest Account, all of the Pledged Securities; (b) funds and securities or other investment property held therein and all certificates, certificates and instruments, agreements and contract rights relating if any, from time to time representing or evidencing the Pledged Securities; and (c) all proceeds of the Pledged Securities (Escrowed Interest Account, including, without limitation, the Escrowed Funds and the Pledged Securities, and any and all cashSecurity Entitlements to the Escrowed Funds and the Pledged Securities, cash equivalentsand any and all related Securities Accounts in which Security Entitlements to the Escrowed Funds and the Pledged Securities are carried, (b) all notes, certificates of deposit, deposit accounts, checks and other instruments from time to time hereafter delivered to or otherwise possessed by the Security Agent for or on behalf of the Pledgor in substitution for or in addition to any or all then existing Collateral, (c) all interest, dividends, distributionscash, instruments, securities or instruments and other property) at any time and property from time to time received, receivable, paid receivable or otherwise distributed in respect of or in exchange for any of or all such Pledged Securitiesof the then existing Collateral, whether in connection with and (d) all proceeds of any increase or reduction and all of capitalthe foregoing Collateral (including, reclassificationwithout limitation, merger, consolidation, sale proceeds that constitute property of assets, combination of shares, stock split, spin-off, split-off or otherwise (the items referred to types described in clauses (a) through - (c) being collectively called the “Securities Collateral”). All Pledged Securities included in the Securities Collateral shallabove) and, to the extent represented by certificatesnot otherwise included, upon delivery thereof to Lender, be accompanied by undated stock powers duly executed in blank or by other instruments or documents of transfer, possession or control satisfactory to Lender and by such other instruments and documents as Lender may request. All Securities Collateral shall be delivered to and held by Lender and disposed of in accordance with the terms of this Pledge Agreementall cash.

Pledge and Grant of Security Interest. As security for the prompt and complete payment and performance when due (whether at the stated maturity, by acceleration or otherwise) of the Secured Obligations, the Pledgor hereby grants to the Collateral Agent for the benefit of the Trustee and the ratable benefit of the Holders a lien on and security interest in full of all of the Obligations in accordance with their terms, Pledgor hereby pledges, assigns, transfers, grants, hypothecates and sets over unto Lender, grants to Lender a first priority lien and security interest in, and delivers to Lender, all of Pledgor's ’s right, title and interest in, to and under the following personal property, in each case whether now existing or hereafter acquired or created, and whether constituting financial assets, investment property, general intangibles, securities, security entitlements, proceeds or otherwise: (a) all (i) the U.S. Government Obligations identified by CUSIP No. in Schedule I to this Pledge Agreement (the “Initial Pledged Securities”) and (ii) the U.S. Government Obligations, if any, identified by CUSIP No. in a supplement or supplements to this Pledge Agreement substantially in the form of Exhibit A hereto (each, a “Supplement”) (the “Additional Pledged Securities” and, together with the Initial Pledged Securities, the “Pledged Securities”) and, in each case, the certificates, if any, representing the Pledged Securities; Securities and the scheduled payments of principal and interest thereon, (b) the Collateral Account, all certificatesSecurity Entitlements from time to time credited or related to the Collateral Account, all funds held therein and all certificates and instruments, agreements and contract rights relating if any, from time to time representing or evidencing the Pledged Securities; and foregoing, (c) all proceeds other U.S. Government Obligations purchased from time to time in accordance with this Pledge Agreement (whether pursuant to Section 4 or otherwise) and all certificates and instruments, if any, representing or evidencing such U.S. Government Obligations, and any and all Security Entitlements to such U.S. Government Obligations, (d) all notes, certificates of deposit, deposit accounts, checks and other instruments, if any, from time to time hereafter delivered to or otherwise possessed by the Collateral Agent for or on behalf of the Pledged Securities Pledgor, (including, without limitation, e) all cash, cash equivalentsinterest, dividends, distributionscash, instruments, securities or instruments and other property) at any time and , if any, from time to time received, receivable, paid receivable or otherwise distributed in respect of or in exchange for any of or all such Pledged Securitiesof the then existing Collateral and (f) all proceeds of any and all of the foregoing Collateral (including, whether in connection with any increase or reduction without limitation, proceeds that constitute property of capital, reclassification, merger, consolidation, sale of assets, combination of shares, stock split, spin-off, split-off or otherwise (the items referred to types described in clauses (a) through (ce) of this Section 1.3) and, to the extent not otherwise included, all (i) payments under insurance (whether or not the Trustee or the Collateral Agent is the loss payee thereof) or any indemnity, warranty or guaranty, payable by reason of loss or damage to or otherwise with respect to any of the foregoing Collateral and (ii) cash proceeds of any and all of the foregoing Collateral (such property described in clauses (a) through (f) of this Section 1.3 being collectively called referred to herein as the “Securities Collateral”). All Pledged Securities included in Without limiting the Securities Collateral shallgenerality of the foregoing, this Pledge Agreement secures the payment of all amounts that constitute part of the Secured Obligations notwithstanding the fact that they are unenforceable or not allowable due to the extent represented by certificatesexistence of a bankruptcy, upon delivery thereof to Lender, be accompanied by undated stock powers duly executed in blank reorganization or by other instruments or documents of transfer, possession or control satisfactory to Lender and by such other instruments and documents as Lender may request. All Securities Collateral shall be delivered to and held by Lender and disposed of in accordance with similar proceeding involving the terms of this Pledge AgreementPledgor.

Pledge and Grant of Security Interest. As security The Pledgor hereby pledges to the Trustee for its benefit and for the payment ratable benefit of the Holders of the Notes, and performance hereby grants to the Trustee for its benefit and for the ratable benefit of the Holders of the Notes, a continuing first priority security interest in full of and to all of the Obligations in accordance with their terms, Pledgor hereby pledges, assigns, transfers, grants, hypothecates and sets over unto Lender, grants to Lender a first priority lien and security interest in, and delivers to Lender, all of Pledgor's right, title and interest in, to and under the following personal property(hereinafter collectively referred to as the "Collateral"), in each case whether now existing or hereafter acquired or created, and whether constituting financial assets, characterized as investment property, general intangibles, securities, security entitlements, proceeds intangibles or otherwise: (a) all of the United States Treasury securities identified by CUSIP No. in Annex 1 to Exhibit A to this Pledge Agreement (the "Pledged Securities; "), (b) any and all certificates, instruments, agreements and contract rights relating applicable security entitlements to the Pledged Securities; and , (c) The Bank of New York account in the name of "Allegiance Telecom Pledge A/C" (the "Pledge Account") established and maintained by the Trustee pursuant to this Pledge Agreement, (d) any and all proceeds of related securities accounts in which security entitlements to the Pledged Securities are carried, (includinge) all notes, without limitationcertificates of deposit, deposit accounts, checks and other instruments from time to time hereafter delivered to or otherwise possessed by the Trustee for or on behalf of the Pledgor in substitution for or in addition to any or all cashthe then existing Collateral, cash equivalents(f) all interest, dividends, distributionscash, instruments, securities or instruments and other property) at any time and property from time to time received, receivable, paid receivable or otherwise distributed in respect of or in exchange for any of or all such Pledged Securitiesof the then existing Collateral, whether in connection with and (g) all proceeds of any increase or reduction and all of capitalthe foregoing Collateral (including, reclassificationwithout limitation, merger, consolidation, sale proceeds that constitute property of assets, combination of shares, stock split, spin-off, split-off or otherwise (the items referred to types described in clauses (a) through - (cf) being collectively called the “Securities Collateral”). All Pledged Securities included in the Securities Collateral shallof this Section 1) and, to the extent represented by certificatesnot otherwise included, upon delivery thereof to Lender, be accompanied by undated stock powers duly executed all cash in blank or by other instruments or documents of transfer, possession or control satisfactory to Lender and by such other instruments and documents as Lender may request. All Securities Collateral shall be delivered to and held by Lender and disposed of in accordance with the terms of this Pledge AgreementAccount.

Pledge and Grant of Security Interest. As security The Pledgor hereby pledges to the Collateral Agent for its benefit and for the payment ratable benefit of the Holders, and performance hereby grants to the Collateral Agent for its benefit and for the ratable benefit of the Holders, a continuing first priority perfected security interest in full of and to all of the Obligations in accordance with their terms, Pledgor hereby pledges, assigns, transfers, grants, hypothecates and sets over unto Lender, grants to Lender a first priority lien and security interest in, and delivers to Lender, all of Pledgor's right, title and interest in, to and under the following personal property(hereinafter collectively referred to as the "Collateral"), in each case whether now existing or hereafter acquired or created, and whether constituting financial assets, characterized as investment property, general intangibles, securities, security entitlements, proceeds intangibles or otherwise: (a) the Escrowed Interest Account, all of the Pledged Securities; (b) funds and securities held therein and all certificates, certificates and instruments, agreements and contract rights relating if any, from time to time representing or evidencing the Pledged Securities; and (c) all proceeds of the Pledged Securities (Escrowed Interest Account, including, without limitation, the Escrowed Funds and the Pledged Securities, and any and all cashsecurities entitlements to the Escrowed Funds and the Pledged Securities, cash equivalentsand any and all related securities accounts in which security entitlements to the Escrowed Funds and the Pledged Securities are carried, (b) all notes, certificates of deposit, deposit accounts, checks and other instruments from time to time hereafter delivered to or otherwise possessed by the Collateral Agent for or on behalf of the Pledgor in substitution for or in addition to any or all then existing Collateral, (c) all interest, dividends, distributionscash, instruments, securities or instruments and other property) at any time and property from time to time received, receivable, paid receivable or otherwise distributed in respect of or in exchange for any of or all such Pledged Securitiesof the then existing Collateral, whether in connection with and (d) all proceeds of any increase or reduction and all of capitalthe foregoing Collateral (including, reclassificationwithout limitation, merger, consolidation, sale proceeds that constitute property of assets, combination of shares, stock split, spin-off, split-off or otherwise (the items referred to types described in clauses (a) through - (c) being collectively called the “Securities Collateral”). All Pledged Securities included in the Securities Collateral shallabove) and, to the extent represented by certificatesnot otherwise included, upon delivery thereof to Lender, be accompanied by undated stock powers duly executed in blank or by other instruments or documents of transfer, possession or control satisfactory to Lender and by such other instruments and documents as Lender may request. All Securities Collateral shall be delivered to and held by Lender and disposed of in accordance with the terms of this Pledge Agreementall cash.

Pledge and Grant of Security Interest. As security The Pledgor ------------------------------------- hereby pledges to the Trustee for its benefit and for the payment and performance in full of all ratable benefit of the Obligations in accordance with their termsHolders of Notes, Pledgor hereby pledges, assigns, transfers, grants, hypothecates and sets over unto Lender, grants to Lender the Trustee for its benefit and for the ratable benefit of the Holders of Notes, a continuing first priority lien and security interest in, in and delivers to Lender, all of Pledgor's right, title and interest in, to and under the following personal property, in each case (whether now existing owned or hereafter acquired or createdacquired) (i) the Cash Collateral, and whether constituting financial assets, investment property, general intangibles, securities, security entitlements, proceeds or otherwise: (a) all of the Pledged Securities; (b) all certificates, instruments, agreements and contract rights relating to the Pledged Securities; and (c) all proceeds of the Pledged Securities and the Interest Escrow Account, and any security entitlements with respect to any thereof, (ii) the certificates or other evidence of ownership representing the Pledged Securities and the Interest Escrow Account, and (iii) except as otherwise provided herein, all products and proceeds of any of the Cash Collateral, the Pledged Securities and the Interest Escrow Account, including, without limitation, all cashsecurities, cash equivalentsinvestment property, securities entitlements, financial assets, dividends, distributionsinterest, principal payments, cash, options, warrants, rights, instruments, securities subscriptions and other property or other property) at any time and proceeds from time to time received, receivable, paid receivable or otherwise distributed or distributable in respect of or in exchange for any of or all such Pledged Securities, whether in connection with any increase or reduction of capital, reclassification, merger, consolidation, sale of assets, combination of shares, stock split, spin-off, split-off or otherwise (the items referred to in clauses (a) through (c) being collectively called the “Securities Collateral”). All Pledged Securities included in (collectively, the Securities Collateral shall, to the extent represented by certificates, upon delivery thereof to Lender, be accompanied by undated stock powers duly executed in blank or by other instruments or documents of transfer, possession or control satisfactory to Lender and by such other instruments and documents as Lender may request. All Securities Collateral shall be delivered to and held by Lender and disposed of in accordance with the terms of this Pledge Agreement"Pledged Collateral").

Pledge and Grant of Security Interest. As security for the payment and performance in full of all of Pledgors’ and Healthcare Business Resources, Inc.’s obligations under the Obligations in accordance with their termsSecured Convertible Promissory Note (the “Obligations”), Pledgor hereby pledges, assigns, transfers, grants, hypothecates and sets over unto LenderPledgee, grants to Lender Pledgee a first priority lien and security interest in, and delivers to LenderHaxxxxx Xusiness Law, P.A. as Escrow (“Escrow”), all of Pledgor's Pledgors’ right, title and interest in, to and under the following personal property, in each case whether now existing or hereafter acquired or created, and whether constituting financial assets, investment property, general intangibles, securities, security entitlements, proceeds or otherwise,: (a) all of the Pledged Securities; (b) all certificates, instruments, agreements and contract rights relating to the Pledged Securities; and (c) all proceeds of the Pledged Securities (including, without limitation, all cash, cash equivalents, dividends, distributions, instruments, securities or other property) at any time and from time to time received, receivable, paid or otherwise distributed in respect of or in exchange for any of or all such Pledged Securities, whether in connection with any increase or reduction of capital, reclassification, merger, consolidation, sale of assets, combination of shares, stock split, spin-off, split-off or otherwise (the items referred to in clauses (a) through (c) being collectively called the “Securities Collateral”). All Pledged Securities included in the Securities Collateral shall, to the extent represented by certificates, upon delivery thereof to LenderPledgee, be accompanied by undated stock powers duly executed in blank with a medallion guaranty, or by other instruments or documents of transfer, possession or control satisfactory to Lender Escrow and by such other instruments and documents as Lender Escrow may request. All Securities Collateral shall be delivered to and held by Lender Escrow and Pledgee and disposed of in accordance with the terms of this Pledge Agreement.

Pledge and Grant of Security Interest. As security The Pledgor hereby pledges to the Trustee for its benefit and for the payment ratable benefit of the Holders of the Notes, and performance grants to the Trustee for its benefit and for the ratable benefit of the Holders of the Notes, a continuing first priority security interest in full of and to all of the Obligations in accordance with their terms, Pledgor hereby pledges, assigns, transfers, grants, hypothecates and sets over unto Lender, grants to Lender a first priority lien and security interest in, and delivers to Lender, all of Pledgor's right, title and interest in, to and under the following personal property(hereinafter collectively referred to as the "Collateral"), in each case whether now existing or hereafter acquired or createdcharacterized as certificated securities, and whether constituting financial assetsuncertificated securities, investment property, general intangibles, securities, security entitlements, proceeds intangibles or otherwise: (a) the Cash Collateral Account, all of funds held therein and all certificates and instruments, if any, from time to time representing or evidencing the Pledged Securities; Cash Collateral Account, (b) the Collateral Investments Account and all certificates, Collateral Investments (as hereinafter defined) and all certificates and instruments, agreements if any, representing or evidencing the Collateral Investments, and contract rights relating any and all security entitlements to the Pledged Securities; Collateral Investments, and any and all related securities accounts in which security entitlements to the Collateral Investments are carried, (c) all cash, notes, certificates of deposit, deposit accounts, checks and other instruments from time to time hereafter delivered to or otherwise possessed by the Trustee for or on behalf of the Pledgor in substitution for or in addition to any or all of the then existing Collateral, and (d) all proceeds of and other distributions on or with respect to any of the Pledged Securities foregoing (and any other proceeds or distributions), including, without limitation, all dividends, interest, principal payments, cash, cash equivalentsoptions, dividendswarrants, distributionsrights, instruments, securities subscriptions and other property or other property) at any time and proceeds from time to time received, receivable, paid receivable or otherwise distributed or distributable in respect of or in exchange for any of the foregoing or all such Pledged Securities, whether in connection with any increase or reduction of capital, reclassification, merger, consolidation, sale of assets, combination of shares, stock split, spin-off, split-off or otherwise (the items referred to in clauses (a) through (c) being collectively called the “Securities Collateral”). All Pledged Securities included in the Securities Collateral shall, to the extent represented by certificates, upon delivery thereof to Lender, be accompanied by undated stock powers duly executed in blank or by other instruments or documents of transfer, possession or control satisfactory to Lender and by such other instruments and documents as Lender may request. All Securities Collateral shall be delivered to and held by Lender and disposed of in accordance with the terms of this Pledge Agreementsecurity entitlement thereto.

Pledge and Grant of Security Interest. As security for the prompt and complete payment and performance when due (whether at the stated maturity, by acceleration or otherwise) of the Obligations, the Pledgor hereby grants to the Trustee for its benefit and for the ratable benefit of the Holders of the Notes, a lien on and security interest in full of all of the Obligations in accordance with their terms, Pledgor hereby pledges, assigns, transfers, grants, hypothecates and sets over unto Lender, grants to Lender a first priority lien and security interest in, and delivers to Lender, all of Pledgor's right, title and interest in, to and under the following personal propertyproperty (whether characterized as Certificate Securities or Uncertificated Securities, in each case whether now existing or hereafter acquired or createdFinancial Assets, and whether constituting financial assetsSecurity Entitlements, investment propertyDeposit Accounts, general intangiblesbank accounts, securitiesSecurities Accounts, security entitlementsMoney, proceeds Proceeds, Investment Property, General Intangibles or otherwise: ): (a) all the U.S. Government Obligations identified by CUSIP No. in Schedule I to this Pledge Agreement (the "Pledged Securities"), the scheduled payments of principal and interest of which will be sufficient to provide for payment in full of the Pledged Securities; first six scheduled interest payments due on the Notes, (b) any and all certificates, instruments, agreements and contract rights relating applicable Security Entitlements to the Pledged Securities; and , (c) all proceeds of the Pledged Securities (including, without limitationPledge Account, all cash, cash equivalents, dividends, distributions, funds held therein and all certificates and instruments, securities or other property) at any time and if any, from time to time receivedrepresenting or evidencing the Pledge Account, receivable(d) all Collateral Investments (as defined below) and all certificates and instruments, paid if any, representing or evidencing the Collateral Investments, and any and all Security Entitlements to the Collateral Investments, and any and all related Securities Accounts in which any Security Entitlement to the Collateral Investments is carried, (e) all notes, certificates of deposit, Deposit Accounts, checks and other instruments, if any, from time to time hereafter delivered to or otherwise possessed by the Trustee for or on behalf of the Pledgor in substitution for or in addition to any or all of the then existing Collateral, (f) all interest, dividends, cash, instruments and other property, if any, from time to time received by the Trustee, receivable or otherwise distributed in respect of or in exchange for any of or all such Pledged Securitiesof the then existing Collateral and (g) except as otherwise provided herein, whether in connection with all proceeds of any increase or reduction and all of capitalthe foregoing Collateral (including, reclassificationwithout limitation, merger, consolidation, sale proceeds that constitute property of assets, combination of shares, stock split, spin-off, split-off or otherwise (the items referred to types described in clauses (a) through - (cf) of this Section 1.3) (such property being collectively called referred to herein as the “Securities "Collateral”"). All Pledged Securities included in the Securities Collateral shall, to the extent represented by certificates, upon delivery thereof to Lender, be accompanied by undated stock powers duly executed in blank or by other instruments or documents of transfer, possession or control satisfactory to Lender and by such other instruments and documents as Lender may request. All Securities Collateral shall be delivered to and held by Lender and disposed of in accordance with the terms of this Pledge Agreement.

Pledge and Grant of Security Interest. As security The Pledgor hereby pledges to the Trustee for its benefit and for the payment ratable benefit of the Holders of the Notes, and performance grants to the Trustee for its benefit and for the ratable benefit of the Holders of the Notes, a continuing first priority security interest in full of and to all of the Obligations in accordance with their terms, Pledgor hereby pledges, assigns, transfers, grants, hypothecates and sets over unto Lender, grants to Lender a first priority lien and security interest in, and delivers to Lender, all of Pledgor's right, title and interest in, to and under the following personal property(hereinafter collectively referred to as the "COLLATERAL"), in each case whether now existing or hereafter acquired or created, and whether constituting financial assets, characterized as investment property, general intangibles, securities, security entitlements, proceeds intangibles or otherwise: (a) the Cash Collateral Account, all of funds held therein and all certificates and instruments, if any, from time to time representing or evidencing the Pledged Securities; Cash Collateral Account, (b) all certificates, Collateral Investments (as hereinafter defined) and all certificates and instruments, agreements if any, representing or evidencing the Collateral Investments, and contract rights relating any and all securities entitlements to the Pledged Securities; Collateral Investments, and any and all related securities accounts in which security entitlements to the Collateral Investments are carried (c) all proceeds notes, certificates of deposit, deposit accounts, checks and other instruments from time to time hereafter delivered to or otherwise possessed by the Trustee for or on behalf of the Pledged Securities Pledgor in substitution for or in addition to any or all the then existing Collateral, (including, without limitation, d) all cash, cash equivalentsinterest, dividends, distributionscash, instruments, securities or instruments and other property) at any time and property from time to time received, receivable, paid receivable or otherwise distributed in respect of or in exchange for any of or all such Pledged Securitiesof the then existing Collateral, whether in connection with and (e) all proceeds of any increase or reduction and all of capitalthe foregoing Collateral (including, reclassificationwithout limitation, merger, consolidation, sale proceeds that constitute property of assets, combination of shares, stock split, spin-off, split-off or otherwise (the items referred to types described in clauses (a) through - (cd) being collectively called the “Securities Collateral”). All Pledged Securities included in the Securities Collateral shallof this Section 1.3) and, to the extent represented by certificatesnot otherwise included, upon delivery thereof to Lender, be accompanied by undated stock powers duly executed in blank or by other instruments or documents of transfer, possession or control satisfactory to Lender and by such other instruments and documents as Lender may request. All Securities Collateral shall be delivered to and held by Lender and disposed of in accordance with the terms of this Pledge Agreementall cash.

Pledge and Grant of Security Interest. As security for To secure the full and punctual payment and performance in full of all of the (a) Obligations in accordance with their terms(except PMSI Loans which are secured by the Equipment financed thereby) and (b) all other indebtedness, obligations and liabilities of Pledgor hereby pledges, assigns, transfers, grants, hypothecates and sets over unto Lender, grants to Lender a first priority lien and security interest in, and delivers or any Borrower to Lender, all of Pledgor's right, title and interest in, to and under the following personal property, in each case whether now existing or hereafter acquired arising, direct or createdindirect, liquidated or unliquidated, absolute or contingent, due or not due and whether constituting financial assetsunder, investment propertypursuant to or evidenced by a note, general intangiblesagreement, securitiesguaranty, security entitlements, proceeds instrument or otherwise: otherwise ((a) all of the Pledged Securities; and (b) collectively, the "Indebtedness"), Pledgor hereby assigns, transfers, pledges, hypothecates and grants to Lender a security interest in the assets of Pledgor described on Schedule A annexed hereto and all certificatesdistributions, instruments, agreements and contract rights relating to the Pledged Securities; and (c) all proceeds of the Pledged Securities (including, without limitation, all cash, cash equivalentsinterest, dividends, distributionsoptions, instrumentswarrants, securities or other property) at increases, profits and income received therefrom, in all substitutions therefor and in all proceeds thereof in any time and from time to time receivedform (collectively, receivable, paid or otherwise distributed in respect of or in exchange for any of or all such Pledged Securities, whether in connection with any increase or reduction of capital, reclassification, merger, consolidation, sale of assets, combination of shares, stock split, spin-off, split-off or otherwise (the items referred to in clauses (a) through (c) being collectively called the “Securities "Collateral”"). All Pledged Securities included in the Securities Collateral shall, to the extent represented by certificates, upon delivery thereof to Lenderif any, be accompanied by undated stock powers duly executed in blank representing or by other instruments or documents of transfer, possession or control satisfactory to Lender and by such other instruments and documents as Lender may request. All Securities evidencing the Collateral shall be delivered to and held by or on behalf of Lender pursuant hereto and disposed shall be accompanied by duly executed instruments of transfer or assignment in accordance blank, all in form and substance satisfactory to Lender. Pledgor hereby authorizes LLC upon demand by Lender to deliver any certificates, instruments or other distributions issued in connection with the Collateral directly to Lender, in each case to be held by Lender, subject to the terms hereof. Lender shall have the right, at any time in its discretion and without notice to the Pledgor, to transfer to or to register in the name of this Pledge AgreementLender or any of its nominees any or all of the Collateral. In addition, Lender shall have the right at any time to exchange certificates or instruments, if any, representing or evidencing Collateral for certificates or instruments of smaller or larger denominations.

Pledge and Grant of Security Interest. As security The Pledgor hereby ------------------------------------- pledges to the Trustee for its benefit and for the payment ratable benefit of the Holders of the Notes, and performance grants to the Trustee for its benefit and for the ratable benefit of the Holders of the Notes, a continuing first priority security interest in full of and to all of the Obligations in accordance with their terms, Pledgor hereby pledges, assigns, transfers, grants, hypothecates and sets over unto Lender, grants to Lender a first priority lien and security interest in, and delivers to Lender, all of Pledgor's right, title and interest in, to and under the following personal property(hereinafter collectively referred to as the "Collateral"), in each case whether now existing or hereafter acquired or createdcharacterized as certificated securities, and whether constituting financial assetsuncertificated ----------- securities, investment property, general intangibles, securities, security entitlements, proceeds intangibles or otherwise: (a) the Cash Collateral Account, all of funds held therein and all certificates and instruments, if any, from time to time representing or evidencing the Pledged Securities; Cash Collateral Account, (b) the Collateral Investments Account and all certificates, Collateral Investments (as hereinafter defined) and all certificates and instruments, agreements if any, representing or evidencing the Collateral Investments, and contract rights relating any and all security entitlements to the Pledged Securities; Collateral Investments, and any and all related securities accounts in which security entitlements to the Collateral Investments are carried, (c) all cash, notes, certificates of deposit, deposit accounts, checks and other instruments from time to time hereafter delivered to or otherwise possessed by the Trustee for or on behalf of the Pledgor in substitution for or in addition to any or all the then existing Collateral, and (d) all proceeds of and other distributions on or with respect to any of the Pledged Securities foregoing (and any other proceeds or distributions), including, without limitation, all dividends, interest, principal payments, cash, cash equivalentsoptions, dividendswarrants, distributionsrights, instruments, securities subscriptions and other property or other property) at any time and proceeds from time to time received, receivable, paid receivable or otherwise distributed or distributable in respect of or in exchange for any of the foregoing or all such Pledged Securities, whether in connection with any increase or reduction of capital, reclassification, merger, consolidation, sale of assets, combination of shares, stock split, spin-off, split-off or otherwise (the items referred to in clauses (a) through (c) being collectively called the “Securities Collateral”). All Pledged Securities included in the Securities Collateral shall, to the extent represented by certificates, upon delivery thereof to Lender, be accompanied by undated stock powers duly executed in blank or by other instruments or documents of transfer, possession or control satisfactory to Lender and by such other instruments and documents as Lender may request. All Securities Collateral shall be delivered to and held by Lender and disposed of in accordance with the terms of this Pledge Agreementsecurity entitlement thereto.