exv10w2



 






EXHIBIT 10.2




PLEDGE AND SECURITY AGREEMENT




Dated
as of March 20, 2006




among




Affiliated Computer Services, Inc.

as Grantor




and




Each Other Grantor that is a Domestic Subsidiary

From Time to Time Party Hereto




and




Citicorp USA, Inc.

as Administrative Agent





Weil, Gotshal & Manges LLP




767
Fifth Avenue




New
York, New York 10153-0119




 









 








TABLE OF CONTENTS




	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Page
	Article I  Defined Terms	 	 	1	 
	 
	 	 	 	 	 	 	 	 
	 

	 	Section 1.1
	 	Definitions
	 	 	1	 
	 

	 	Section 1.2
	 	Certain Other Terms
	 	 	6	 
	 
	 	 	 	 	 	 	 	 
	Article II Grant of Security Interest	 	 	7	 
	 
	 	 	 	 	 	 	 	 
	 

	 	Section 2.1
	 	Collateral
	 	 	7	 
	 

	 	Section 2.2
	 	Grants of Security Interests in Collateral
	 	 	8	 
	 

	 	Section 2.3
	 	Cash Collateral Accounts
	 	 	8	 
	 
	 	 	 	 	 	 	 	 
	Article III Representations and Warranties	 	 	8	 
	 
	 	 	 	 	 	 	 	 
	 

	 	Section 3.1
	 	Title; No Other Liens
	 	 	8	 
	 

	 	Section 3.2
	 	Perfection and Priority
	 	 	8	 
	 

	 	Section 3.3
	 	Jurisdiction of Organization; Chief Executive Office
	 	 	9	 
	 

	 	Section 3.4
	 	Inventory and Equipment
	 	 	9	 
	 

	 	Section 3.5
	 	Pledged Collateral
	 	 	9	 
	 

	 	Section 3.6
	 	Accounts
	 	 	10	 
	 

	 	Section 3.7
	 	Intellectual Property
	 	 	10	 
	 

	 	Section 3.8
	 	Deposit Accounts; Securities Accounts
	 	 	11	 
	 

	 	Section 3.9
	 	Commercial Tort Claims
	 	 	11	 
	 
	 	 	 	 	 	 	 	 
	Article IV Covenants	 	 	11	 
	 
	 	 	 	 	 	 	 	 
	 

	 	Section 4.1
	 	Generally
	 	 	11	 
	 

	 	Section 4.2
	 	Maintenance of Perfected Security Interest; Further
Documentation
	 	 	11	 
	 

	 	Section 4.3
	 	Changes in Locations, Name, Etc
	 	 	12	 
	 

	 	Section 4.4
	 	Pledged Collateral
	 	 	12	 
	 

	 	Section 4.5
	 	Accounts
	 	 	14	 
	 

	 	Section 4.6
	 	Delivery of Instruments and Chattel Paper
	 	 	14	 
	 

	 	Section 4.7
	 	Intellectual Property
	 	 	15	 
	 

	 	Section 4.8
	 	Vehicles
	 	 	16	 
	 

	 	Section 4.9
	 	Payment of Obligations
	 	 	17	 
	 

	 	Section 4.10
	 	Insurance
	 	 	17	 
	 

	 	Section 4.11
	 	Notice of Commercial Tort Claims
	 	 	17	 
	 
	 	 	 	 	 	 	 	 
	Article V Remedial Provisions	 	 	18	 
	 
	 	 	 	 	 	 	 	 
	 

	 	Section 5.1
	 	Code and Other Remedies
	 	 	18	 
	 

	 	Section 5.2
	 	Accounts and Payments in Respect of General Intangibles
	 	 	18	 
	 

	 	Section 5.3
	 	Pledged Collateral
	 	 	19	 
	 

	 	Section 5.4
	 	Proceeds to be Turned Over To Administrative Agent
	 	 	20	 
	 

	 	Section 5.5
	 	Registration Rights
	 	 	21	 
	 

	 	Section 5.6
	 	Deficiency
	 	 	22	 
	 
	 	 	 	 	 	 	 	 
	Article VI The Administrative Agent	 	 	22	 
	 
	 	 	 	 	 	 	 	 
	 

	 	Section 6.1
	 	Administrative Agent’s Appointment as Attorney-in-Fact
	 	 	22	 
	 

	 	Section 6.2
	 	Duty of Administrative Agent
	 	 	23	 
	 

	 	Section 6.3
	 	Authorization of Financing Statements
	 	 	24	 
	 

	 	Section 6.4
	 	Authority of Administrative Agent
	 	 	24	 






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TABLE OF CONTENTS 
 (continued)





	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Page
	Article VII Miscellaneous	 	 	24	 
	 
	 	 	 	 	 	 	 	 
	 

	 	Section 7.1
	 	Amendments in Writing
	 	 	24	 
	 

	 	Section 7.2
	 	Notices
	 	 	25	 
	 

	 	Section 7.3
	 	No Waiver by Course of Conduct; Cumulative Remedies
	 	 	25	 
	 

	 	Section 7.4
	 	Successors and Assigns
	 	 	25	 
	 

	 	Section 7.5
	 	Counterparts
	 	 	25	 
	 

	 	Section 7.6
	 	Severability
	 	 	25	 
	 

	 	Section 7.7
	 	Section Headings
	 	 	26	 
	 

	 	Section 7.8
	 	Entire Agreement
	 	 	26	 
	 

	 	Section 7.9
	 	Governing Law
	 	 	26	 
	 

	 	Section 7.10
	 	Additional Grantors
	 	 	26	 
	 

	 	Section 7.11
	 	Release of Collateral
	 	 	26	 
	 

	 	Section 7.12
	 	Reinstatement
	 	 	27	 






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TABLE OF CONTENTS 
 (continued)




Annexes and Schedules




	 	 	 
	Annex 1

	 	Form of Pledge Amendment
	Annex 2

	 	Form of Joinder Agreement
	Annex 3

	 	Form of Short Form Intellectual Property Security Agreement
	 
	 	 
	Schedule 1

	 	Jurisdiction of Organization; Principal Executive Office
	Schedule 2

	 	Pledged Collateral
	Schedule 3

	 	Filings
	Schedule 4

	 	Location of Inventory and Equipment
	Schedule 5

	 	Intellectual Property
	Schedule 6

	 	Commercial Tort Claims






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          Pledge
and Security Agreement, dated as of March 20, 2006, by Affiliated Computer
Services, Inc. (the “Company”) and each of the other entities listed on the signature pages
hereof or that becomes a party hereto pursuant to Section 7.10 (Additional Grantors) (each a
“Grantor” and, collectively, the “Grantors”), in favor of Citicorp USA, Inc. (“CUSA”), as agent (in
such capacity, the “Administrative Agent”) for the Secured Parties (as defined in the Credit
Agreement referred to below).




W
i t n e s s e t h:




          Whereas,
pursuant to the Credit Agreement, dated as of March 20, 2006 (as the same
may be amended, restated, supplemented or otherwise modified from time to time, the “Credit
Agreement”), among the Company and certain of its subsidiaries (collectively, the “Borrowers”), the
Lenders and Issuers party thereto and CUSA, as agent for the Lenders and Issuers, the Lenders and
the Issuers have severally agreed to make extensions of credit to the Borrowers upon the terms and
subject to the conditions set forth therein;




          Whereas, the Grantors are party to a Guaranty pursuant to which they have guaranteed
the Guaranteed Obligations (as defined in the Guaranty); and




          Whereas, it is a condition precedent to the obligation of the Lenders and the Issuers
to make their respective extensions of credit to the Borrowers under the Credit Agreement that the
Grantors shall have executed and delivered this Agreement to the Administrative Agent;




          Now, therefore, in consideration of the premises and to induce the Lenders, the
Issuers and the Administrative Agent to enter into the Credit Agreement and to induce the Lenders
and the Issuers to make their respective extensions of credit to the Borrowers thereunder, each
Grantor hereby agrees with the Administrative Agent as follows:




     ARTICLE I Defined Terms



          Section 1.1 Definitions




          (a) Unless otherwise defined herein, terms defined in the Credit Agreement and used herein
have the meanings given to them in the Credit Agreement.




          (b) Terms used herein without definition that are defined in the UCC have the meanings given
to them in the UCC, including the following terms (which are capitalized herein):



“Account Debtor”

“Account”

“Certificated Security”

“Chattel Paper”

“Commercial Tort Claim”

“Commodity Account”

“Deposit Account”

“Documents”

“Entitlement Holder”

“Entitlement Order”

“Equipment”





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“Financial Asset”

“General Intangible”

“Goods”

“Instruments”

“Inventory”

“Investment Property”

“Letter-of-Credit Right”

“Proceeds”

“Securities Account”

“Security”

“Security Entitlement”




          (c) The following terms shall have the following meanings:




          “Additional Pledged Collateral” means any Pledged Collateral acquired by any Grantor after the
date hereof and in which a security interest is granted pursuant to Section 2.2 (Grants of Security
Interests in Collateral), including, to the extent a security interest is granted therein pursuant
to Section 2.2 (Grants of Security Interests in Collateral), (i) all Stock and Stock Equivalents of
any Person that are acquired by any Grantor after the date hereof, together with all certificates,
instruments or other documents representing any of the foregoing and all Security Entitlements of
any Grantor in respect of any of the foregoing, (ii) all additional Indebtedness from time to time
owed to any Grantor by any obligor on the Pledged Debt Instruments and the Instruments evidencing
such Indebtedness and (iii) all interest, cash, Instruments and other property or Proceeds from
time to time received, receivable or otherwise distributed in respect of or in exchange for any of
the foregoing. “Additional Pledged Collateral” may be General Intangibles, Instruments or
Investment Property.




          “Agreement” means this Pledge and Security Agreement.




          “Collateral” has the meaning specified in Section 2.1 (Collateral).




          “Copyright Licenses” means any agreement, contract, instrument or other documents, whether
written or oral, naming any Grantor as licensor or licensee granting any right
under any Copyright, including the grant of any right to copy, publicly perform, create
derivative works, manufacture, distribute, exploit or sell materials derived from any Copyright.




          “Copyrights” means (a) all copyrights and mask works rights arising under the laws of the
United States, any other country or any political subdivision thereof, whether registered or
unregistered and whether published or unpublished, all registrations and recordings thereof and all
applications in connection therewith, including all registrations, recordings and applications in
the United States Copyright Office or in any foreign counterparts thereof, and (b) the right to
obtain all renewals thereof.




          “Credit Agreement Obligations” means “Secured Obligations” as defined in the Credit Agreement;
provided, however, that “Credit Agreement Obligations” shall not include any of the Existing Note
Obligations.




          “Excluded Benefit Plan Assets” means all assets in any irrevocable trust, which any Group
Member has established as a grantor for the benefit of current or former highly compensated
employees, associated with the funding of any employee benefit plans within the




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meaning of Section
3(2) of ERISA, including any trusts relating to executive deferred compensation plans or agreements
maintained, sponsored or contributed to by any Group Member.




          “Excluded Equity” means any Voting Stock in excess of 65% of the total outstanding Voting
Stock of (a) any direct Subsidiary of any Grantor that is (i) a Foreign Regarded Subsidiary or (ii)
a Disregarded Entity that owns more than 65% or more of the Voting Stock of a Foreign Regarded
Entity or (b) ACS Global, Inc. For the purposes of this definition, “Voting Stock” means, as to
any issuer, the issued and outstanding shares of each class of capital stock or other ownership
interests of such issuer entitled to vote (within the meaning of Treasury Regulations §
1.956-2(c)(2)).




          “Excluded Property” means, collectively, (i) Excluded Equity, (ii) any permit, lease, license,
contract, instrument or other agreement held by any Grantor that prohibits or requires the consent
of any Person other than any Borrower and its Affiliates as a condition to the creation by such
Grantor of a Lien thereon, or any permit, lease, license contract, instrument or other agreement
held by any Grantor to the extent that any Requirement of Law applicable thereto prohibits the
creation of a Lien thereon, but only, in each case, to the extent, and for so long as, such
prohibition is not terminated or rendered unenforceable or otherwise deemed ineffective by the UCC
or any other Requirement of Law, (iii) any “intent to use” Trademark applications for which a
statement of use has not been filed (but only until such statement is filed), (iv) Equipment owned
by any Grantor that is subject to a purchase money Lien or a Capital Lease if the contract or other
agreement in which such Lien is granted (or in the documentation providing for such Capital Lease)
prohibits or requires the consent of any Person other than any Borrower and its Affiliates as a
condition to the creation of any other Lien on such Equipment, (v) Excluded Benefit Plan Assets and
(vi) any Collateral deemed to be “Excluded Property” under Section 2.2(c); provided, however,
“Excluded Property” shall not include any Proceeds, substitutions or replacements of Excluded
Property (unless such Proceeds, substitutions or replacements would constitute Excluded Property).




          “Existing Indenture” means the Indenture, dated as of June 6, 2005, between the Company and
The Bank of New York Trust Company, N.A., as trustee, as supplemented by the First Supplemental
Indenture and the Second Supplemental Indenture.




          “Existing Note” means each of the notes issued under and governed by the Existing Indenture.




          “Existing Note Obligations” means all obligations of the Company under the Existing Notes.




          “First Supplemental Indenture” means the First Supplemental Indenture, dated June 6, 2005,
between the Company and The Bank of New York Trust Company, N.A., as trustee, but not as thereafter
may be supplemented or amended.




          “Intellectual Property” means, collectively, (a) all rights, title, interests, priorities and
privileges of any Grantor relating to intellectual and industrial property, whether arising under
United States, multinational or foreign laws or otherwise, including Copyrights, Patents,
Trademarks, trade secrets, Internet domain names, websites, advertising rights, rights in designs,
including registrations thereof, and all rights in data and (b) all rights to income, royalties,
proceeds and damages now or hereafter due and/or payable under and with respect thereto,




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including all rights to sue at law or in equity for any infringement or other impairment thereof, including
the right to receive all proceeds and damages therefrom.




          “Intellectual Property Licenses” means, collectively, Copyright Licenses, Patent Licenses, and
Trademark Licenses.




          “Intercompany Note” means any promissory note evidencing loans made by any Grantor or any of
its Subsidiaries to any of its Subsidiaries or another Grantor.




          “Licensed Material Intellectual Property” means Intellectual Property licensed to a Grantor
(including Patent Licenses, Trademark Licenses and Copyright Licenses) and material to the Group
Members, taken as a whole.




          “LLC” means each limited liability company in which a Grantor has an interest, including those
set forth on Schedule 2 (Pledged Collateral).




          “LLC Agreement” means each operating agreement with respect to a LLC, as each agreement has
heretofore been, and may hereafter be, amended, restated, supplemented or otherwise modified from
time to time.




          “Material Intellectual Property” means the Owned Material Intellectual Property and the
Licensed Material Intellectual Property.




          “Owned Material Intellectual Property” means Intellectual Property owned by a Grantor and
material to the Group Members, taken as a whole.




          “Partnership” means each partnership in which a Grantor has an interest, including those set
forth on Schedule 2 (Pledged Collateral).




          “Partnership Agreement” means each partnership agreement governing a Partnership, as each such
agreement has heretofore been, and may hereafter be, amended, restated, supplemented or otherwise
modified.




          “Patents” means (a) all patents and statutory invention registrations of the United States,
any other country or any political subdivision thereof and all reissues and extensions thereof, (b)
all applications therefor (along with all patents issuing thereon) and all divisionals,
continuations and continuations-in-part thereof and reexaminations, extensions and restorations of
the foregoing.




          “Patent License” means all agreements, contracts, instruments or other documents, whether
written or oral, providing for the grant by or to any Grantor of any right to manufacture, have
manufactured, use, import, sell or offer for sale any invention covered in whole or in part by a
Patent.




          “Pledged Certificated Stock” means all Certificated Securities and any other Stock and Stock
Equivalent of a Person evidenced by a certificate, Instrument or other equivalent document, in each
case owned by any Grantor, including all Stock listed on Schedule 2 (Pledged Collateral).




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          “Pledged Collateral” means, collectively, the Pledged Stock, Pledged Debt Instruments, any
other Investment Property of any Grantor, all chattel paper, certificates or other Instruments
representing any of the foregoing and all Security Entitlements of any Grantor in respect of any of
the foregoing. Pledged Collateral may be General Intangibles, Instruments or Investment Property.




          “Pledged Debt Instruments” means all right, title and interest of any Grantor in Instruments
evidencing any Indebtedness owed to such Grantor, including all Indebtedness described on Schedule
2 (Pledged Collateral), issued by the obligors named therein.




          “Pledged Stock” means all Pledged Certificated Stock and all Pledged Uncertificated Stock.
For purposes of this Agreement, the term “Pledged Stock” shall not include any Excluded Equity.




          “Pledged Uncertificated Stock” means any Stock or Stock Equivalent of any Person that is not a
Pledged Certificated Stock, including all right, title and interest of any Grantor as a limited or
general partner in any Partnership or as a member of any LLC and all right, title and interest of
any Grantor in, to and under any Partnership Agreement or LLC Agreement to which it is a party.




          “Receivables Collateral” means (a) all accounts receivable and all Proceeds thereof and (b) to
the extent not required to secure the Existing Note Obligations under the Supplemental Indentures
and to the extent not otherwise included in clause (a), all Accounts and all Proceeds thereof.




          “Second Supplemental Indenture” means the Second Supplemental Indenture, dated June 6, 2005,
between the Company and The Bank of New York Trust Company, N.A., as trustee, but not as thereafter
may be supplemented or amended.




          “Secured Obligations” means “Secured Obligations” as defined in the Credit Agreement. For
purposes of this Agreement, to the extent required under Section 301 of each Supplemental
Indenture, until such time as the Company shall cease to be subject to the covenants set forth
therein (whether as a result of defeasance (legal or covenant), discharge, waiver, amendment or
otherwise), “Secured Obligations” shall expressly
include all Existing Note Obligations; provided, however, that such Existing Note Obligations shall not be deemed
“Secured Obligations” (a) with respect to the Receivables Collateral and (b) to the extent an
exception is otherwise available under the Supplemental Indentures (including, without limitation,
under Section 301(a)(ix) or Section 301(c) thereof).




          “Securities Act” means the Securities Act of 1933, as amended.




          “Supplemental Indenture” means each of the First Supplemental Indenture and the Second
Supplemental Indenture.




          “Third Party Intellectual Property Rights” means any right, title or interest of any Person
under patent, copyright, trademark or trade secret law or any other statutory provision or common
law doctrine relating to Intellectual Property.






 




			
	 	 	 




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Pledge and Security Agreement

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          “Trademark License” means any agreement, whether written or oral, providing for the grant by
or to any Grantor of any right to use any Trademark.




          “Trademarks” means (a) all trademarks, trade names, corporate names, company names, business
names, fictitious business names, trade styles, service marks, logos and other source or business
identifiers, and, in each case, all goodwill associated therewith, whether now existing or
hereafter adopted or acquired, all registrations and recordings thereof and all applications in
connection therewith, in each case whether in the United States Patent and Trademark Office or in
any similar office or agency of the United States, any State thereof or any other country or any
political subdivision thereof, or otherwise, and all common-law rights related thereto, and (b) the
right to obtain all renewals thereof.




          “UCC” means the Uniform Commercial Code as from time to time in effect in the State of New
York; provided, however, that, in the event that, by reason of mandatory provisions of law, any of
the attachment, perfection or priority of the Administrative Agent’s and the Secured Parties’
security interests in any Collateral is governed by the Uniform Commercial Code as in effect in a
jurisdiction other than the State of New York, the term “UCC” shall mean the Uniform Commercial
Code as in effect in such other jurisdiction for purposes of the provisions hereof relating to such
attachment, perfection or priority and for purposes of definitions related to such provisions.




          “Vehicles” means all vehicles covered by a certificate of title law of any state.



          Section 1.2 Certain Other Terms




          (a) In this Agreement, in the computation of periods of time from a specified date to a later
specified date, the word “from” means “from and including” and the words “to” and “until” each mean
“to but excluding” and the word “through” means “to and including.”




          (b) The terms “herein,” “hereof,” “hereto” and “hereunder” and similar terms refer to this
Agreement as a whole and not to any particular Article, Section, subsection or clause in this
Agreement.




          (c) References herein to an Annex, Schedule, Article, Section, subsection or clause refer to
the appropriate Annex or Schedule to, or Article, Section, subsection or clause in this Agreement.




          (d) The meanings given to terms defined herein shall be equally applicable to both the
singular and plural forms of such terms.




          (e) Where the context requires, provisions relating to any Collateral, when used in relation
to a Grantor, shall refer to such Grantor’s Collateral or any relevant part thereof.




          (f) Any reference in this Agreement to a Loan Document shall include all appendices, exhibits
and schedules thereto, and, unless specifically stated otherwise all amendments, restatements,
supplements or other modifications thereto, and as the same may be in effect at any time such
reference becomes operative.




          (g) The term “including” means “including without limitation” except when used in the
computation of time periods.




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Pledge and Security Agreement

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          (h) The terms “Lender,” “Issuer,” “Administrative Agent” and “Secured Party” include their
respective successors.




          (i) References in this Agreement to any statute shall be to such statute as amended or
modified and in effect from time to time.




     ARTICLE II Grant of Security Interest



          Section 2.1 Collateral




          For the purposes of this Agreement, all of the following property now owned or at any time
hereafter acquired by a Grantor or in which a Grantor now has or at any time in the future may
acquire any right, title or interest is collectively referred to as the “Collateral”:




          (a) all Accounts;




          (b) all Chattel Paper;




          (c) all Deposit Accounts;




          (d) all Documents;




          (e) all Equipment;




          (f) all General Intangibles;




          (g) all Instruments;




          (h) all Inventory;




          (i) all Investment Property;




          (j) all Letter-of-Credit Rights;




          (k) all Vehicles;




          (l) the Commercial Tort Claims described on Error! Reference source not found.6 (Commercial
Tort Claims) and on any supplement thereto received by the Administrative Agent pursuant to Section
4.8 (Notice of Commercial Tort Claims);




          (m) all books and records pertaining to the other property described in this Section 2.1;




          (n) all other Goods and personal property of such Grantor, whether tangible or intangible and
wherever located; and




          (o) to the extent not otherwise included, all Proceeds;




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provided, however, that “Collateral” shall not include any Excluded Property; and provided,
further, that if and when any property shall cease to be Excluded Property, such property shall be
deemed at all times from and after the date hereof to constitute Collateral.




          Section 2.2 Grants of Security Interests in Collateral




          (a) Each Grantor, as collateral security for the full, prompt and complete payment and
performance when due (whether at stated maturity, by acceleration or otherwise) of the Credit
Agreement Obligations of such Grantor, hereby mortgages, pledges and hypothecates to the
Administrative Agent for the benefit of the Secured Parties, other than any holder of the Existing
Note Obligations in its capacity as such, and grants to the Administrative Agent for the benefit of
the Secured Parties, other than any holder of the Existing Note Obligations in its capacity as
such, a lien on and security interest in, all of its right, title and interest in, to and under the
Receivables Collateral of such Grantor.




          (b) Each Grantor, as collateral security for the full, prompt and complete payment and
performance when due (whether at stated maturity, by acceleration or otherwise) of the Secured
Obligations of such Grantor, hereby mortgages, pledges and hypothecates to the Administrative Agent
for the benefit of the Secured Parties, and grants to the Administrative Agent for the benefit of
the Secured Parties a lien on and security interest in, all of its right, title and interest in, to
and under the Collateral (other than the Receivables Collateral) of such Grantor; provided,
however, that, if and when any property that at any time constituted Excluded Property becomes
Collateral, the Administrative Agent shall have, and at all times from and after the date hereof be
deemed to have had, a security interest in such property.




          (c) Notwithstanding anything to the contrary contained in this Agreement or any other Loan
Document, any Lien or security interest granted under this Agreement or any other Loan Document on
any Collateral consisting of “securities” (as such term is used in Rule 3-16 of Regulation S-X
under the Securities Act or any replacement rule or regulation hereafter adopted (“Rule 3-16 of
Regulation S-X”)) of any Subsidiary of the Company shall at all times be limited to the greatest
portion of such Collateral that would not require the financial statements for such Subsidiary to
be filed under Rule 3-16 of Regulation S-X, and the portion of such Collateral in excess thereof
shall be deemed “Excluded Property”; provided, however, that such limitation shall not be
applicable (and such Collateral shall not be deemed “Excluded
Property”) (i) if an Event of Default under Section 9.1(f) of the Credit Agreement has occurred and is
continuing, (ii) upon written notice by the Administrative Agent if any other Event of Default has
occurred and is continuing or (iii) if the Company shall cease to be subject to the covenants set
forth in Section 301 of each Supplemental Indenture (whether as a result of defeasance (legal or
covenant), discharge, waiver, amendment or otherwise).




          Section 2.3 Cash Collateral Accounts




          The Administrative Agent has established a Deposit Account at Citibank, N.A., designated as
“Citicorp USA, Inc. – [Affiliated Computer Services, Inc.] Cash Collateral Account”. Such Deposit
Account shall be a Cash Collateral Account.




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Pledge and Security Agreement

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     ARTICLE III Representations and Warranties



          To induce the Lenders, the Issuers and the Administrative Agent to enter into the Credit
Agreement, each Grantor hereby represents and warrants each of the following to the Administrative
Agent, the Lenders, the Issuers and the other Secured Parties:




          Section 3.1 Title; No Other Liens




          Except for the Liens granted to the Administrative Agent pursuant to this Agreement and the
other Liens permitted to exist on the Collateral under the Credit Agreement, such Grantor (a) is
the record and beneficial owner of the Pledged Collateral pledged by it hereunder constituting
Instruments or Certificated Securities, (b) is the Entitlement Holder of all such Pledged
Collateral constituting Investment Property held in a Securities Account and (c) has rights in or
the power to transfer each other item of Collateral in which a Lien is granted by it hereunder,
free and clear of any other Lien.




          Section 3.2 Perfection and Priority




          The security interests granted pursuant to this Agreement shall constitute valid and
continuing perfected security interests in favor of the Administrative Agent in the Collateral
(other than (A) Letters of Credit Rights not constituting Supporting Obligations, (B) cash or Cash
Equivalents held in any Deposit Accounts other than any Cash Collateral Account, (C) Securities
held in any Securities Accounts and (D) Vehicles) for which perfection is governed by the UCC or
filing with the United States Copyright Office or with the United States Patent and Trademark
Office upon (i) in the case of all Collateral in which a security interest may be perfected by
filing a financing statement under the UCC, the completion of the filings and other actions
specified on Schedule 3 (Filings) and payment of all filing fees, (ii) the execution of a control
agreement executed by the Grantor, the Administrative Agent and Citibank, N.A. with respect to the
“Citicorp USA, Inc. – [Affiliated Computer Services, Inc.] Cash Collateral Account”, which
agreement shall be in form and substance reasonably satisfactory to the Administrative Agent and
(iii) in the case of Copyrights, Trademarks and Patents, all appropriate filings with respect
thereto having been made with the United States Copyright Office or with the United States Patent
and Trademark Office, as applicable. Such security interest shall be prior to all other Liens on
the Collateral except for Customary Permitted Liens having priority over the Administrative Agent’s
Lien by operation of law or otherwise as permitted under the Credit Agreement.




          Section 3.3 Jurisdiction of Organization; Chief Executive Office




          Such Grantor’s jurisdiction of organization, legal name, organizational identification number,
if any, and the location of such Grantor’s chief executive office or principal place of business,
in each case as of the date hereof, is specified on Schedule 1 (Jurisdiction of Organization;
Principal Executive Office) and such Schedule 1 (Jurisdiction of Organization; Principal Executive
Office) also lists all jurisdictions of incorporation, legal names and locations of such Grantor’s
chief executive office or principal place of business.




          Section 3.4 Inventory and Equipment




          On the date hereof, such Grantor’s Inventory and Equipment (other than mobile goods and
Inventory or Equipment in transit or leased Equipment) are kept at the locations listed on Schedule
4 (Location of Inventory and Equipment).




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          Section 3.5 Pledged Collateral




          (a) The Pledged Stock pledged hereunder by such Grantor is listed on Schedule 2 (Pledged
Collateral), as the same may be amended or supplemented by any Pledge Amendment or Joinder
Agreement, and constitutes that percentage of the issued and outstanding equity of all classes of
each issuer thereof as set forth on Schedule 2 (Pledged Collateral).




          (b) All of the Pledged Stock (other than Pledged Stock in limited liability companies and
partnerships) has been duly authorized, validly issued and is fully paid and nonassessable.




          (c) All Pledged Collateral and, if applicable, any Additional Pledged Collateral, consisting
of Certificated Securities or Instruments has been delivered to the Administrative Agent in
accordance with Section 4.4(a) (Pledged Collateral) or Section 4.6 (Delivery of Instruments and
Chattel Paper) and Section 7.13 of the Credit Agreement.




          (d) Upon the occurrence and during the continuance of an Event of Default, the Administrative
Agent shall be entitled to exercise all of the rights of the Grantor granting the security interest
in any Pledged Stock, and if in connection with the exercise of the Administrative Agent’s rights
under Article V (Remedial Provisions) in accordance therewith the Pledged Stock is transferred or
assigned, such transferee or assignee of such Pledged Stock shall become a holder of such Pledged
Stock to the same extent as such Grantor and be entitled to participate in the management of the
issuer of such Pledged Stock and, upon the transfer of the entire interest of such Grantor, such
Grantor shall, by operation of law, cease to be a holder of such Pledged Stock.




          Section 3.6 Accounts




          No amount payable to such Grantor under or in connection with any Account is evidenced by any
Instrument or Chattel Paper that has not been delivered to the Administrative Agent, properly
endorsed for transfer, to the extent delivery is required by Section 4.4 (Pledged Collateral).




          Section 3.7 Intellectual Property




          (a) Schedule 5 (Intellectual Property) sets forth a true and complete list of (i) all
registered Owned Material Intellectual Property of such Grantor on the date hereof and (ii) all
Licensed Material Intellectual Property of such Grantor on the date hereof that is licensed
pursuant to a written agreement, contract, instrument or other document.




          (b) To such Grantor’s knowledge, all Owned Material Intellectual Property of such Grantor is
valid, in full force and effect, unexpired and enforceable, has not been adjudged invalid and has
not been abandoned. All Owned Material Property is subsisting.




          (c) The business of the Group Members, taken as a whole, including the use of the Material
Intellectual Property in connection therewith, does not infringe, misappropriate, dilute or violate
Third Party Intellectual Property Rights, except any such infringement, misappropriation, dilution
or violation which could not reasonably be expected to adversely affect the operating profit of the
Group Members, taken as a whole, by $100,000,000 or more in the aggregate in any Fiscal Year.




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          (d) Except as set forth in Schedule 5 (Intellectual Property), none of the Owned Material
Intellectual Property of such Grantor is the subject of any exclusive licensing agreement pursuant
to which such Grantor is the exclusive licensor.




          (e) (i) No holding, decision or judgment has been rendered by any Governmental Authority
against such Grantor or the Owned Material Intellectual Property that would limit, cancel, question
the validity of or otherwise impair the ownership, validity or enforceability of any Owned Material
Intellectual Property and (ii) to such Grantor’s knowledge, no holding, decision or judgment has
been rendered by any Governmental Authority against such Grantor that would limit, cancel, question
the validity or otherwise impair any Licensed Material Intellectual Property, in each case except
for such limitations, cancellations, questions or other impairment of ownership, validity or
enforceability that could not reasonably be expected to adversely affect the operating profit of
the Group Members, taken as a whole, by $100,000,000 or more in the aggregate in any Fiscal Year.




          (f) No action or proceeding seeking to limit, cancel or question the validity of or otherwise
impair any Owned Material Intellectual Property of such Grantor or such Grantor’s ownership
interest therein is pending or, to such Grantor’s knowledge, threatened, except for such
limitations, cancellations, questions or other impairment of ownership, validity or enforceability
that could not reasonably be expected to adversely affect the operating profit of the Group
Members, taken as a whole, by $100,000,000 or more in the aggregate in any Fiscal Year.




          Section 3.8 Commercial Tort Claims




          The only Commercial Tort Claims of any Grantor existing on the date hereof for which
litigation has been commenced are those listed on Error! Reference source not found. (Commercial
Tort Claims), which sets forth such information separately for each Grantor.




     ARTICLE IV Covenants



          Each Grantor agrees with the Administrative Agent to the following, as long as any Obligation
or Commitment remains outstanding and, in each case, unless the Requisite Lenders otherwise consent
in writing:




          Section 4.1 Generally




          Such Grantor shall (a) except for the security interests created by this Agreement, not create
or suffer to exist any Lien upon or with respect to any Collateral, except Liens permitted under
Section 8.2 (Liens, Etc.) of the Credit Agreement, (b) not use or permit any Collateral to be used
unlawfully or in violation of any provision of this Agreement, any other Loan Document, any
Requirement of Law or any policy of insurance covering the Collateral, if such unlawful use or use
in violation of any Requirement of Law or any policy of insurance could reasonably be expected to
have a Material Adverse Effect (c) not sell, transfer or assign (by operation of law or otherwise)
any Collateral except as permitted under the Credit Agreement, (d) not enter into any agreement or
undertaking restricting the right or ability of such Grantor or the Administrative Agent to sell,
assign or transfer any Collateral except as permitted under the Credit Agreement and (e) promptly
notify the Administrative Agent of its entry into any agreement or assumption of undertaking that
restricts the ability to sell, assign or transfer any Collateral regardless of whether or not it
has a Material Adverse Effect.





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          Section 4.2 Maintenance of Perfected Security Interest; Further Documentation




          (a) Such Grantor shall maintain the security interests created by this Agreement as perfected
security interests having at least the priorities described in Section 3.2 (Perfection and
Priority) and Section 2.2 (Grants of Security Interests in Collateral) and shall defend such
security interests and the applicable priorities of such security interests against the claims and
demands of all Persons.




          (b) Such Grantor shall furnish to the Administrative Agent from time to time statements and
schedules further identifying and describing the Collateral and such other reports in connection
with the Collateral as the Administrative Agent may reasonably request, all in reasonable detail
and in form and substance satisfactory to the Administrative Agent.




          (c) At any time and from time to time, upon the written request of the Administrative Agent,
and at the sole expense of such Grantor, such Grantor shall promptly and duly execute and deliver,
and have recorded, such further instruments and documents and take such further action as the
Administrative Agent may reasonably request for the purpose of obtaining or preserving the full
benefits of this Agreement and of the rights and powers herein granted, including (a) the filing of
any financing or continuation statement under the UCC (or other similar laws) in effect in any
jurisdiction with respect to the security interests created hereby and (b) subject to the proviso
in the last paragraph of Section 7.13 of the Credit Agreement, amendments or modifications to this
Agreement to grant the Secured Parties the benefit of the exceptions available under the Existing
Indenture for any additional obligations and Liens incurred under the Loan Documents.




          Section 4.3 Changes in Locations, Name, Etc.




          Except upon 15 days’ prior written notice to the Administrative Agent and delivery to the
Administrative Agent of all additional financing statements and other documents reasonably
requested by the Administrative Agent to maintain the validity, perfection and priority of the
security interests provided for herein, such Grantor shall not do any of the following:





     (i) change its jurisdiction of organization or its location (within the meaning of
Section 9-307 of the UCC), in each case from that referred to in Section 3.3 (Jurisdiction
of Organization; Chief Executive Office); or




     (ii) change its legal name or organizational identification number, if any, or
corporation, limited liability company or other organizational structure to such an extent
that any financing statement filed in connection with this Agreement would become
misleading.



          Section 4.4 Pledged Collateral




          (a) Such Grantor shall deliver to the Administrative Agent, all certificates and Instruments
representing or evidencing any Pledged Collateral (including Additional Pledged Collateral, but
excluding (1) any Instrument or Chattel Paper that is excluded from the delivery requirements of
Section 4.6 (Delivery of Instruments and Chattel Paper) and (2) Pledged Stock
issued by a Foreign Subsidiary that is a Non-Material Subsidiary), whether now existing or
hereafter acquired, in suitable form for transfer by delivery or, as applicable, accompanied by




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such Grantor’s endorsement, where necessary, or duly executed instruments of transfer or assignment
in blank, all in form and substance reasonably satisfactory to the Administrative Agent, together,
in respect of any Additional Pledged Collateral, with a Pledge Amendment, duly executed by the
Grantor, in substantially the form of Annex 1 (Form of Pledge Amendment), an acknowledgment and
agreement to a Joinder Agreement duly executed by the Grantor, in substantially the form in the
form of Annex 2 (Form of Joinder Agreement), or such other documentation reasonably acceptable to
the Administrative Agent. Such Grantor authorizes the Administrative Agent to attach each Pledge
Amendment to this Agreement. During the continuance of an Event of Default, the Administrative
Agent shall have the right, at any time in its discretion and without notice to the Grantor, (A)
where permitted by applicable law, to transfer to or to register in its name or in the name of its
nominees any Pledged Collateral and (B) to exchange any certificate or instrument representing or
evidencing any Pledged Collateral for certificates or instruments of smaller or larger
denominations.




          (b) Except as provided in Article V (Remedial Provisions), such Grantor shall be entitled to
receive all cash dividends paid in respect of the Pledged Collateral (other than liquidating or
distributing dividends not permitted by clause (a) or (b) of Section 8.5 of the Credit Agreement)
with respect to the Pledged Collateral.




          (c) Except as provided in Article V (Remedial Provisions), such Grantor shall be entitled to
exercise all voting, consent and corporate, partnership, limited liability company and similar
rights with respect to the Pledged Collateral; provided, however, that no vote shall be cast,
consent given or right exercised or other action taken by such Grantor that would result in any
violation of any provision of the Credit Agreement, this Agreement or any other Loan Document.




          (d) Such Grantor shall not grant “control” (within the meaning of such term under Article
9-106 of the UCC) over any Investment Property to any Person other than the Administrative Agent.




          (e) In the case of each Grantor that is an issuer of Pledged Collateral, such Grantor shall
not, without the consent of the Requisite Lenders under the Credit Agreement elect to treat any
membership interest or partnership interest that is part of the Pledged Collateral as a “security”
under Section 8-103 of the UCC, or any election to turn any previously uncertificated Stock that is
part of the Pledged Collateral into certificated Stock unless such Grantor complies with Section
4.4(a) (Pledged Collateral).




          Section 4.5 Accounts




          Except as otherwise consented to by the Administrative Agent, such Grantor shall not, other
than in the ordinary course of business, (i) grant any extension of the time of payment of any
Account, (ii) compromise or settle any Account for less than the full amount thereof, (iii)
release, wholly or partially, any Person liable for the payment of any Account, (iv) allow any
credit or discount on any Account or (v) amend, supplement or modify any Account in any manner that
could adversely affect the value thereof.




          Section 4.6 Delivery of Instruments and Chattel Paper




          If any amount payable (a) by any Group Member or (b) by any Person other than a Group Member
with an outstanding principal balance in excess of $1,000,000 individually or




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$20,000,000 in the
aggregate, in each case under or in connection with any Collateral owned by such Grantor shall be
or become evidenced by an Instrument or Chattel Paper, such Grantor shall promptly deliver such
Instrument or Chattel Paper to the Administrative Agent, duly indorsed in a manner reasonably
satisfactory to the Administrative Agent, or, if consented to by the Administrative Agent, shall
mark all such Instruments and Chattel Paper with the following legend: “This writing and the
obligations evidenced or secured hereby are subject to the security interest of Citicorp USA, Inc.,
as Administrative Agent”.




          Section 4.7 Intellectual Property




          (a) Subject to the good faith exercise of its reasonable business judgment consistent with
past practices, such Grantor (either itself or through licensees) shall (i) continue to use each
Trademark that is Owned Material Intellectual Property in order to maintain such Trademark in full
force and effect with respect to each class of goods for which such Trademark is currently used,
free from any claim of abandonment for non-use, (ii) maintain consistent with past practice the
quality of products and services offered under such Trademark, (iii) use such Trademark with the
appropriate notice of registration and all other notices and legends required by applicable
Requirements of Law and (iv) not intentionally (and not permit any licensee or sublicensee thereof
to) do any act or knowingly omit to do any act whereby such Trademark (or any goodwill associated
therewith) may become destroyed, invalidated, impaired or harmed in any material way. Such Grantor
shall obtain and file all documents necessary to perfect a security interest pursuant to this
Agreement in favor of the Administrative Agent promptly upon adopting or using any mark that is
confusingly similar or a colorable imitation of such Trademark, as reasonably determined by such
Grantor.




          (b) Subject to the good faith exercise of its reasonable business judgment consistent with
past practices, such Grantor (either itself or through licensees) shall not (and shall not permit
or direct by express act or omission any licensee or sublicense thereof to) intentionally do any
act, or omit to do any act, whereby any issued Patent that is Owned Material Intellectual Property
may become forfeited, abandoned or dedicated to the public.




          (c) Subject to the good faith exercise of its reasonable business judgment consistent with
past practices, such Grantor (either itself or through licensees) (i) shall not (and shall not
permit any licensee or sublicensee thereof to) do any act or omit to do any act whereby any portion
of the Copyrights that is Material Intellectual Property may become invalidated or otherwise
impaired and (ii) shall not (either itself or through licensees) intentionally do any act whereby
any portion of the Copyrights that is Owned Material Intellectual Property may fall into the public
domain.




          (d) Subject to the good faith exercise of its reasonable business judgment consistent with
past practices, such Grantor (either itself or through licensees) shall not do any act, or omit to
do any act, whereby any trade secret that is Owned Material Intellectual Property may become
publicly available or otherwise unprotectable.




          (e) Such Grantor (either itself or through licensees) shall not do any act that knowingly
infringes, misappropriates, dilutes or violates any Third Party Intellectual Property Rights.




          (f) Such Grantor shall notify the Administrative Agent within 30 days if it knows, or
reasonably believes, that any application or registration relating to any Owned Material





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Intellectual Property is likely to become forfeited, abandoned or dedicated to the public, or of
any adverse determination or development (including the institution of, or any such determination
or development in, any proceeding in the United States Patent and Trademark Office, the United
States Copyright Office or any court or tribunal in any country) that is out of the ordinary course
of prosecution of any registration for the Owned Material Intellectual Property, as reasonably
determined by such Grantor.




          (g) Whenever such Grantor, either by itself or through any agent, licensee or designee, shall
file an application to be owned by the Grantor for the registration of any Intellectual Property
with the United States Patent and Trademark Office, the United States Copyright Office or any
similar office or agency within or outside the United States or register any Internet domain name,
such Grantor shall report to the Administrative Agent (i) such application filing within 60 days
after the day such filing occurs and (ii) such registration of an Internet domain name after the
last day of the fiscal year in which such registration occurs. Upon request of the Administrative
Agent, such Grantor shall execute and deliver, and have recorded, all agreements, instruments,
documents and papers as the Administrative Agent may request to evidence the Administrative Agent’s
security interest in any Copyright, Patent, Trademark or Internet domain name and the goodwill and
general intangibles of such Grantor relating thereto or represented thereby.




          (h) Subject to the good faith exercise of its reasonable business judgment consistent with
past practices, such Grantor shall take all reasonable actions that are (i) necessary or (2)
requested by the Administrative Agent, including in any proceeding before the United States Patent
and Trademark Office, the United States Copyright Office or any similar office or agency and any
Internet domain name registrar, to maintain and pursue each application for registration and
recording (and to obtain the relevant registration or recording) and to maintain each registration
and recording of any Copyright, Trademark, Patent or Internet domain name that is Owned Material
Intellectual Property, including filing of applications for renewal, affidavits of use, affidavits
of incontestability and opposition and interference and cancellation proceedings.




          (i) In the event that any Owned Material Intellectual Property is or has been infringed upon
or misappropriated or diluted or violated by a third party, such Grantor shall notify the
Administrative Agent promptly after such Grantor learns thereof. Subject to the good faith
exercise of its reasonable business judgment consistent with past practices, such Grantor shall
take appropriate action in response to such infringement, misappropriation, dilution, or violation
of the Owned Material Intellectual Property, including promptly bringing suit for infringement,
misappropriation or dilution or violation and to recover all damages for such infringement,
misappropriation, dilution, or violation, and shall take such other actions as may be appropriate
under the circumstances to protect such Owned Material Intellectual Property.




          (j) Unless otherwise agreed to by the Administrative Agent, such Grantor shall execute and
deliver to the Administrative Agent all of the following for filing in form and substance
reasonably acceptable to the Administrative Agent: (i) in the United States Copyright Office and
any foreign counterparts thereof a short-form copyright security agreement in the form attached
hereto as Annex 3 (Form of Short Form Intellectual Property Security Agreement) for all Copyrights
owned by such Grantor (or such other form as may be required by such foreign counterparts), (ii) in
the United States Patent and Trademark Office and with the Secretary of State of all appropriate
States of the United States and any foreign counterparts of the foregoing a short-form Trademark
security agreement in the form attached hereto as Annex 3 (Form of Short
Form Intellectual Property Security Agreement) for all Trademarks owned by such Grantor (or





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such other form as may be required by such foreign counterparts), and (iii) in the United States
Patent and Trademark Office and any foreign counterparts thereof a short-form Patent security
agreement in form attached hereto as Annex 3 (Form of Short Form Intellectual Property Security
Agreement) for all Patents owned by such Grantor (or such other form as may be required by such
foreign counterparts) and (iv) with the appropriate Internet domain names of such Grantor to the
Administrative Agent a short-form assignment agreement (together with appropriate supporting
documentation as may be requested by the Administrative Agent). In the case of clause (iv) above,
such Grantor hereby authorizes the Administrative Agent to file such assignment in such Grantor’s
name and to otherwise perform in the name of such Grantor all other necessary actions to complete
such assignment, and each Grantor agrees to perform all appropriate actions deemed necessary by the
Administrative Agent for the Administrative Agent to ensure such Internet domain name is registered
in the name of the Administrative Agent; provided, however, that, unless the taking of such actions
is necessary to create, perfect or maintain a security interest pursuant to this Agreement in favor
of the Administrative Agent, the Administrative Agent shall only take such actions after the
occurrence of an Event of Default.




          Section 4.8 Notice of Commercial Tort Claims




          Such Grantor agrees that, if it shall acquire any interest in any Commercial Tort Claim for
which litigation has been commenced (whether from another Person or because such Commercial Tort
Claim shall have come into existence in excess of $5,000,000), (i) such Grantor shall, immediately
upon such acquisition, deliver to the Administrative Agent, in each case in form and substance
reasonably satisfactory to the Administrative Agent, a notice of the existence and nature of such
Commercial Tort Claim and deliver a supplement to Error! Reference source not found. (Commercial
Tort Claims) containing a specific description of such Commercial Tort Claim, (ii) the provision of
Section 2.1 (Collateral) shall apply to such Commercial Tort Claim and (iii) subject to Sections
7.13 and 11.20 of the Credit Agreement, such Grantor shall execute and deliver to the
Administrative Agent, in each case in form and substance reasonably satisfactory to the
Administrative Agent, any certificate, agreement and other document, and take all other action,
deemed by the Administrative Agent to be reasonably necessary or appropriate for the Administrative
Agent to obtain, on behalf of the Lenders, a first-priority, perfected security interest in all
such Commercial Tort Claims. Any supplement to Error! Reference source not found. (Commercial Tort
Claims) delivered pursuant to this Section 4.8 (Notice of Commercial Tort Claims) shall, after the
receipt thereof by the Administrative Agent, become part of Error! Reference source not found.
(Commercial Tort Claims) for all purposes hereunder other than in respect of representations and
warranties made prior to the date of such receipt.



ARTICLE V       Remedial Provisions




          Section 5.1 Code and Other Remedies




          During the continuance of an Event of Default, the Administrative Agent may exercise, in
addition to all other rights and remedies granted to it in this Agreement and in any other
instrument or agreement securing, evidencing or relating to the Secured Obligations, all rights and
remedies of a secured party under the UCC or any other applicable law. Without limiting the
generality of the foregoing, the Administrative Agent, without demand of performance or other
demand, presentment, protest, advertisement or notice of any kind (except any notice required by
law referred to below) to or upon any Grantor or any other Person (all and each of which demands,
defenses, advertisements and notices are hereby waived), may in such




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circumstances forthwith
collect, receive, appropriate and realize upon any Collateral, and may
forthwith sell, lease, assign, give option or options to purchase, or otherwise dispose of and
deliver any Collateral (or contract to do any of the foregoing), in one or more parcels at public
or private sale or sales, at any exchange, broker’s board or office of the Administrative Agent or
any Lender or elsewhere upon such terms and conditions as it may deem advisable and at such prices
as it may deem best, for cash or on credit or for future delivery without assumption of any credit
risk. The Administrative Agent shall have the right upon any such public sale or sales, and, to
the extent permitted by the UCC and other applicable law, upon any such private sale or sales, to
purchase the whole or any part of the Collateral so sold, free of any right or equity of redemption
of any Grantor, which right or equity is hereby waived and released. Each Grantor further agrees,
at the Administrative Agent’s request, to assemble the Collateral and make it available to the
Administrative Agent at places that the Administrative Agent shall reasonably select, whether at
such Grantor’s premises or elsewhere. The Administrative Agent shall apply the net proceeds of any
action taken by it pursuant to this Section 5.1, after deducting all reasonable costs and expenses
of every kind incurred in connection therewith or incidental to the care or safekeeping of any
Collateral or in any way relating to the Collateral or the rights of the Administrative Agent and
any other Secured Party hereunder, including reasonable attorneys’ fees and disbursements, to the
payment in whole or in part of the Secured Obligations, in such order as the Credit Agreement shall
prescribe, and only after such application and after the payment by the Administrative Agent of any
other amount required by any provision of law, need the Administrative Agent account for the
surplus, if any, to any Grantor. To the extent permitted by applicable law, each Grantor waives
all claims, damages and demands it may acquire against the Administrative Agent or any other
Secured Party arising out of the exercise by them of any rights hereunder. If any notice of a
proposed sale or other disposition of Collateral shall be required by law, such notice shall be
deemed reasonable and proper if given at least 10 days before such sale or other disposition.




          Section 5.2 Accounts and Payments in Respect of General Intangibles




          (a) In addition to, and not in substitution for, any similar requirement in the Credit
Agreement, if required by the Administrative Agent at any time during the continuance of an Event
of Default, any payment of Accounts or payment in respect of General Intangibles, when collected by
any Grantor, shall be promptly (and, in any event, within [two Business Days]) deposited by such
Grantor in the exact form received, duly indorsed by such Grantor to the Administrative Agent, in a
Cash Collateral Account, subject to withdrawal by the Administrative Agent as provided in Section
5.4 (Proceeds to be Turned Over To Administrative Agent). Until so turned over or turned over,
such payment shall be held by such Grantor in trust for the Administrative Agent, segregated from
other funds of such Grantor. Each such deposit of Proceeds of Accounts and payments in respect of
General Intangibles shall be accompanied by a report identifying in reasonable detail the nature
and source of the payments included in the deposit.




          (b) At the Administrative Agent’s request, during the continuance of an Event of Default, each
Grantor shall deliver to the Administrative Agent all original and other documents evidencing, and
relating to, the agreements and transactions that gave rise to the Accounts or payments in respect
of General Intangibles, including all original orders, invoices and shipping receipts.




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          (c) The Administrative Agent may, without notice, at any time during the continuance of an
Event of Default, limit or terminate the authority of a Grantor to collect its Accounts or amounts
due under General Intangibles or any thereof.




          (d) The Administrative Agent in its own name or in the name of others may at any time during
the continuance of an Event of Default communicate with Account Debtors to verify with them to the
Administrative Agent’s satisfaction the existence, amount and terms of any Account or amounts due
under any General Intangible.




          (e) Upon the request of the Administrative Agent at any time during the continuance of an
Event of Default, each Grantor shall notify Account Debtors that the Accounts or General
Intangibles have been collaterally assigned to the Administrative Agent and that payments in
respect thereof shall be made directly to the Administrative Agent. In addition, the
Administrative Agent may at any time during the continuance of an Event of Default enforce such
Grantor’s rights against such Account Debtors and obligors of General Intangibles.




          (f) Anything herein to the contrary notwithstanding, each Grantor shall remain liable under
each of the Accounts and payments in respect of General Intangibles to observe and perform all the
conditions and obligations to be observed and performed by it thereunder, all in accordance with
the terms of any agreement giving rise thereto. Neither the Administrative Agent nor any other
Secured Party shall have any obligation or liability under any agreement giving rise to an Account
or a payment in respect of a General Intangible by reason of or arising out of this Agreement or
the receipt by the Administrative Agent nor any other Secured Party of any payment relating
thereto, nor shall the Administrative Agent nor any other Secured Party be obligated in any manner
to perform any obligation of any Grantor under or pursuant to any agreement giving rise to an
Account or a payment in respect of a General Intangible, to make any payment, to make any inquiry
as to the nature or the sufficiency of any payment received by it or as to the sufficiency of any
performance by any party thereunder, to present or file any claim, to take any action to enforce
any performance or to collect the payment of any amounts that may have been assigned to it or to
which it may be entitled at any time or times.




          Section 5.3 Pledged Collateral




          (a) During the continuance of an Event of Default, upon notice by the Administrative Agent to
the relevant Grantor or Grantors, (i) the Administrative Agent shall have the right to receive any
Proceeds of the Pledged Collateral and make application thereof to the Obligations in the order set
forth in the Credit Agreement and (ii) the Administrative Agent or its nominee may exercise (A) any
voting, consent, corporate and other right pertaining to the Pledged Collateral at any meeting of
shareholders, partners or members, as the case may be, of the relevant issuer or issuers of Pledged
Collateral or otherwise and (B) any right of conversion, exchange and subscription and any other
right, privilege or option pertaining to the Pledged Collateral as if it were the absolute owner
thereof (including the right to exchange at its discretion any of the Pledged Collateral upon the
merger, amalgamation, consolidation, reorganization, recapitalization or other fundamental change
in the corporate or equivalent structure of any issuer of Pledged Stock, the right to deposit and
deliver any Pledged Collateral with any committee, depositary, transfer agent, registrar or other
designated agency upon such terms and conditions as the Administrative Agent may determine), all
without liability except to account for property actually received by it; provided, however, that
the Administrative Agent shall have no duty to any Grantor to exercise any such right, privilege or
option and shall not be responsible for any failure to do so or delay in so doing.





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          (b) In order to permit the Administrative Agent to exercise the voting and other consensual
rights that it may be entitled to exercise pursuant hereto and to receive all dividends and other
distributions that it may be entitled to receive hereunder, (i) each Grantor shall promptly execute
and deliver (or cause to be executed and delivered) to the Administrative
Agent all such proxies, dividend payment orders and other instruments as the Administrative
Agent may from time to time reasonably request and (ii) without limiting the effect of clause (i)
above, such Grantor hereby grants to the Administrative Agent an irrevocable proxy to vote all or
any part of the Pledged Collateral and to exercise all other rights, powers, privileges and
remedies to which a holder of the Pledged Collateral would be entitled (including giving or
withholding written consents of shareholders, partners or members, as the case may be, calling
special meetings of shareholders, partners or members, as the case may be, and voting at such
meetings), which proxy shall be effective, automatically and without the necessity of any action
(including any transfer of any Pledged Collateral on the record books of the issuer thereof) by any
other Person (including the issuer of such Pledged Collateral or any officer or agent thereof)
during the continuance of an Event of Default and which proxy shall only terminate upon the payment
in full of the Secured Obligations.




          (c) Each Grantor hereby expressly authorizes and instructs each issuer of any Pledged
Collateral pledged hereunder by such Grantor to (i) comply with any instruction received by it from
the Administrative Agent in writing that (A) states that an Event of Default has occurred and is
continuing and (B) is otherwise in accordance with the terms of this Agreement, without any other
or further instructions from such Grantor, and each Grantor agrees that such issuer shall be fully
protected in so complying and (ii) unless otherwise expressly permitted hereby, pay any dividend or
other payment with respect to the Pledged Collateral directly to the Administrative Agent.




          Section 5.4 Proceeds to be Turned Over To Administrative Agent




          Unless otherwise expressly provided in the Credit Agreement, all Proceeds received by the
Administrative Agent hereunder in cash or Cash Equivalents shall be held by the Administrative
Agent in a Cash Collateral Account. All Proceeds while held by the Administrative Agent in a Cash
Collateral Account (or by such Grantor in trust for the Administrative Agent) shall continue to be
held as collateral security for the Secured Obligations and shall not constitute payment thereof
until applied as provided in the Credit Agreement.




          Section 5.5 Registration Rights




          (a) If the Administrative Agent shall determine to exercise its right to sell any the Pledged
Stock pursuant to Section 5.1 (Code and Other Remedies), and if in the opinion of the
Administrative Agent it is necessary or advisable to have the Pledged Collateral, or any portion
thereof to be registered under the provisions of the Securities Act, the relevant Grantor shall use
commercially reasonable efforts to cause the issuer thereof to (i) execute and deliver, and cause
the directors and officers of such issuer to execute and deliver, all such instruments and
documents, and do or cause to be done all such other acts as may be, in the opinion of the
Administrative Agent, necessary or advisable to register the Pledged Stock, or that portion thereof
to be sold, under the provisions of the Securities Act, (ii) use commercially reasonable efforts to
cause the registration statement relating thereto to become effective and to remain effective for a
period of one year from the date of the first public offering of the Pledged Stock, or that portion
thereof to be sold and (iii) make all amendments thereto or to the related prospectus that, in the
opinion of the Administrative Agent, are necessary or advisable, all in conformity with the





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requirements of the Securities Act and the rules and regulations of the Securities and Exchange
Commission applicable thereto. Each Grantor agrees to use commercially reasonable efforts to cause
such issuer to comply with the provisions of the securities or “Blue Sky” laws of any
jurisdiction that the Administrative Agent shall designate and to make available to its
security holders, as soon as practicable, an earnings statement (which need not be audited)
satisfying the provisions of Section 11(a) of the Securities Act.




          (b) Each Grantor recognizes that the Administrative Agent may be unable to effect a public
sale of any Pledged Stock by reason of certain prohibitions contained in the Securities Act and
applicable state securities laws or otherwise or may determine that a public sale is impracticable
or not commercially reasonable and, accordingly, may resort to one or more private sales thereof to
a restricted group of purchasers that shall be obliged to agree, among other things, to acquire
such securities for their own account for investment and not with a view to the distribution or
resale thereof. Each Grantor acknowledges and agrees that any such private sale may result in
prices and other terms less favorable than if such sale were a public sale and, notwithstanding
such circumstances, agrees that any such private sale shall be deemed to have been made in a
commercially reasonable manner. The Administrative Agent shall be under no obligation to delay a
sale of any Pledged Stock for the period of time necessary to permit the issuer thereof to register
such securities for public sale under the Securities Act, or under applicable state securities
laws, even if such issuer would agree to do so.




          (c) Each Grantor agrees to use its best efforts to do or cause to be done all such other acts
as may be necessary to make such sale or sales of all or any portion of the Pledged Stock pursuant
to this Section 5.5 valid and binding and in compliance with all other applicable Requirements of
Law. Each Grantor further agrees that a breach of any covenant contained in this Section 5.5 will
cause irreparable injury to the Administrative Agent and other Secured Parties, that the
Administrative Agent and the other Secured Parties have no adequate remedy at law in respect of
such breach and, as a consequence, that each and every covenant contained in this Section 5.5 shall
be specifically enforceable against such Grantor, and such Grantor hereby waives and agrees not to
assert any defense against an action for specific performance of such covenants except for a
defense that no Event of Default has occurred and is continuing under the Credit Agreement.




          Section 5.6 Deficiency




     Each Grantor shall remain liable for any deficiency if the proceeds of any sale or other
disposition of the Collateral are insufficient to pay the Secured Obligations and the fees and
disbursements of any attorney employed by the Administrative Agent or any other Secured Party to
collect such deficiency.


ARTICLE VI       The Administrative Agent




          Section 6.1 Administrative Agent’s Appointment as Attorney-in-Fact




          (a) Each Grantor hereby irrevocably constitutes and appoints the Administrative Agent and any
officer or agent thereof, with full power of substitution, as its true and lawful attorney-in-fact
with full irrevocable power and authority in the place and stead of such Grantor and in the name of
such Grantor or in its own name, for the purpose of carrying out the terms of this Agreement, to
take any appropriate action and to execute any document or instrument that may be necessary or
desirable to accomplish the purposes of this Agreement, and,





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without limiting the generality of the
foregoing, each Grantor hereby gives the Administrative Agent the power and right, on behalf of
such Grantor, without notice to or assent by such Grantor, to do any of the following:





     (i) in the name of such Grantor or its own name, or otherwise, take possession of and
indorse and collect any check, draft, note, acceptance or other instrument for the payment
of moneys due under any Account or General Intangible or with respect to any other
Collateral and file any claim or take any other action or proceeding in any court of law or
equity or otherwise deemed appropriate by the Administrative Agent for the purpose of
collecting any such moneys due under any Account or General Intangible or with respect to
any other Collateral whenever payable;




     (ii) in the case of any Intellectual Property, execute and deliver, and have recorded,
any agreement, instrument, document or paper as the Administrative Agent may request to
evidence the Administrative Agent’s security interest in such Intellectual Property and the
goodwill and General Intangibles of such Grantor relating thereto or represented thereby;




     (iii) pay or discharge taxes and Liens levied or placed on or threatened against the
Collateral, effect any repair or pay any insurance called for by the terms of this
Agreement (including all or any part of the premiums therefor and the costs thereof);




     (iv) execute, in connection with any sale provided for in Section 5.1 (Code and Other
Remedies) or 5.5 (Registration Rights), any endorsement, assignment or other instrument of
conveyance or transfer with respect to the Collateral; or




     (v) (A) direct any party liable for any payment under any Collateral to make payment
of any moneys due or to become due thereunder directly to the Administrative Agent or as
the Administrative Agent shall direct, (B) ask or demand for, collect, and receive payment
of and receipt for, any moneys, claims and other amounts due or to become due at any time
in respect of or arising out of any Collateral, (C) sign and indorse any invoice, freight
or express bill, bill of lading, storage or warehouse receipt, draft against debtors,
assignment, verification, notice and other document in connection with any Collateral, (D)
commence and prosecute any suit, action or proceeding at law or in equity in any court of
competent jurisdiction to collect any Collateral and to enforce any other right in respect
of any Collateral, (E) defend any suit, action or proceeding brought against such Grantor
with respect to any Collateral, (F) settle, compromise or adjust any such suit, action or
proceeding and, in connection therewith, give such discharges or releases as the
Administrative Agent may deem appropriate, (G) assign any Copyright, Patent or Trademark
(along with the goodwill of the business to which any such Trademark pertains) throughout
the world for such term or terms, on such conditions, and in such manner as the
Administrative Agent shall in its sole discretion determine, including the execution and
filing of any document necessary to effectuate or record such assignment and (H) generally,
sell, transfer, pledge and make any agreement with respect to or otherwise deal with any
Collateral as fully and completely as though the Administrative Agent were the absolute
owner thereof for all purposes, and do, at the Administrative Agent’s option and such
Grantor’s expense, at any time, or from time to time, all acts and things that the
Administrative Agent deems necessary to protect, preserve or realize upon the Collateral
and the Administrative Agent’s and the




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Secured Parties’ security interests therein and to effect the intent of this
Agreement, all as fully and effectively as such Grantor might do.


Anything in this clause (a) to the contrary notwithstanding, the Administrative Agent agrees that
it shall not exercise any right under the power of attorney provided for in this clause (a) unless
an Event of Default shall be continuing.




          (b) If any Grantor fails to perform or comply with any of its agreements contained herein, the
Administrative Agent, at its option, but without any obligation so to do, may perform or comply, or
otherwise cause performance or compliance, with such agreement.




          (c) The expenses of the Administrative Agent incurred in connection with actions undertaken as
provided in this Section 6.1, together with interest thereon at a rate per annum equal to the rate
per annum at which interest would then be payable on past due Primary Revolving Loans that are Base
Rate Loans under and as defined in the Credit Agreement, from the date of payment by the
Administrative Agent to the date reimbursed by the relevant Grantor, shall be payable by such
Grantor to the Administrative Agent on demand.




          (d) Each Grantor hereby ratifies all that said attorneys shall lawfully do or cause to be done
by virtue hereof. All powers, authorizations and agencies contained in this Agreement are coupled
with an interest and are irrevocable until this Agreement is terminated and the security interests
created hereby are released.




          Section 6.2 Duty of Administrative Agent




          The Administrative Agent’s sole duty with respect to the custody, safekeeping and physical
preservation of the Collateral in its possession shall be to deal with it in the same manner as the
Administrative Agent deals with similar property for its own account. Neither the Administrative
Agent, any other Secured Party nor any of their respective officers, directors, employees or agents
shall be liable for failure to demand, collect or realize upon any Collateral or for any delay in
doing so or shall be under any obligation to sell or otherwise dispose of any Collateral upon the
request of any Grantor or any other Person or to take any other action whatsoever with regard to
any Collateral. The powers conferred on the Administrative Agent hereunder are solely to protect
the Administrative Agent’s interest in the Collateral and shall not impose any duty upon the
Administrative Agent or any other Secured Party to exercise any such powers. The Administrative
Agent and the other Secured Parties shall be accountable only for amounts that they actually
receive as a result of the exercise of such powers, and neither they nor any of their respective
officers, directors, employees or agents shall be responsible to any Grantor for any act or failure
to act hereunder, except for their own gross negligence or willful misconduct.




          Section 6.3 Authorization of Financing Statements




          Each Grantor authorizes the Administrative Agent and its Affiliates, counsel and other
representatives, at any time and from time to time, to file or record financing statements,
amendments to financing statements, and other filing or recording documents or instruments with
respect to the Collateral in such form and in such offices as the Administrative Agent reasonably
determines appropriate to perfect the security interests of the Administrative Agent under this
Agreement, and such financing statements and amendments may describe the Collateral covered thereby
as “all assets of the debtor”, “all personal property of the debtor” or words of similar




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effect. Each Grantor hereby also authorizes the Administrative Agent and its Affiliates, counsel and other
representatives, at any time and from time to time, to file continuation statements with respect to
previously filed financing statements. A photographic or other reproduction of this Agreement
shall be sufficient as a financing statement or other filing or recording document or instrument
for filing or recording in any jurisdiction.




          Section 6.4 Authority of Administrative Agent




          (a) Each Grantor acknowledges that the rights and responsibilities of the Administrative Agent
under this Agreement with respect to any action taken by the Administrative Agent or the exercise
or non-exercise by the Administrative Agent of any option, voting right, request, judgment or other
right or remedy provided for herein or resulting or arising out of this Agreement shall, as between
the Administrative Agent and the other Secured Parties, be governed by the Credit Agreement and by
such other agreements with respect thereto as may exist from time to time among them, but, as
between the Administrative Agent and the Grantors, the Administrative Agent shall be conclusively
presumed to be acting as agent for the Administrative Agent and the other Secured Parties with full
and valid authority so to act or refrain from acting, and no Grantor shall be under any obligation,
or entitlement, to make any inquiry respecting such authority.




          (b) Each Grantor and the Administrative Agent hereby agrees and acknowledges that, to the
extent that the Administrative Agent has a security interest in or possession of any Collateral,
the Administrative Agent is holding, and shall hold, such Collateral (and the security interest
therein) for the benefit of and on behalf of each Secured Party, subject to the relative priorities
set forth herein, in accordance with Section 8.301(a)(2), 9.313(a) and 9.313(c) of the UCC, if
applicable.




     ARTICLE II Miscellaneous



          Section 7.1 Amendments in Writing




          None of the terms or provisions of this Agreement may be waived, amended, supplemented or
otherwise modified except in accordance with Section 11.1 (Amendments, Waivers, Etc.) of the Credit
Agreement; provided, however, that annexes to this Agreement may be supplemented (but no existing
provisions may be modified and no Collateral may be released) through Pledge Amendments and Joinder
Agreements, in substantially the form of Annex 1 (Form of Pledge Amendment) and Annex 2 (Form of
Joinder Agreement) respectively, in each case duly executed by the Administrative Agent and each
Grantor directly affected thereby.




          Section 7.2 Notices




          All notices, requests and demands to or upon the Administrative Agent or any Grantor hereunder
shall be effected in the manner provided for in Section 11.8 (Notices, Etc.) of the Credit
Agreement; provided, however, that any such notice, request or demand to or upon any Grantor shall
be addressed to the Borrower’s notice address set forth in such Section 11.8.




          Section 7.3 No Waiver by Course of Conduct; Cumulative Remedies




          Neither the Administrative Agent nor any other Secured Party shall by any act (except by a
written instrument pursuant to Section 7.1 (Amendments in Writing)), delay,




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indulgence, omission or otherwise be deemed to have waived any right or remedy hereunder or to have acquiesced in any
Default or Event of Default. No failure to exercise, nor any delay in exercising, on the part of
the Administrative Agent or any other Secured Party, any right, power or privilege hereunder shall
operate as a waiver thereof. No single or partial exercise of any right, power or privilege
hereunder shall preclude any other or further exercise thereof or the exercise of any other right,
power or privilege. A waiver by the Administrative Agent or any other Secured Party of any right
or remedy hereunder on any one occasion shall not be construed as a bar to any right or remedy that
the Administrative Agent or such other Secured Party would otherwise have on any future occasion.
The rights and remedies herein provided are cumulative, may be exercised singly or concurrently and
are not exclusive of any other rights or remedies provided by law.




          Section 7.4 Successors and Assigns




          This Agreement shall be binding upon the successors and assigns of each Grantor and shall
inure to the benefit of the Administrative Agent and each other Secured Party and their successors
and assigns; provided, however, that no Grantor may assign, transfer or delegate any of its rights
or obligations under this Agreement without the prior written consent of the Administrative Agent.




          Section 7.5 Counterparts




          This Agreement may be executed by one or more of the parties to this Agreement on any number
of separate counterparts (including by telecopy), each of which when so executed shall be deemed to
be an original and all of which taken together shall constitute one and the same agreement.
Signature pages may be detached from multiple counterparts and attached to a single counterpart so
that all signature pages are attached to the same document. Delivery of an executed counterpart by
telecopy shall be effective as delivery of a manually executed counterpart.




          Section 7.6 Severability




          Any provision of this Agreement that is prohibited or unenforceable in any jurisdiction shall,
as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability
without invalidating the remaining provisions hereof, and any such prohibition or unenforceability
in any jurisdiction shall not invalidate or render unenforceable such provision in any other
jurisdiction.




          Section 7.7 Section Headings




          The Article and Section titles contained in this Agreement are, and shall be, without
substantive meaning or content of any kind whatsoever and are not part of the agreement of the
parties hereto.




          Section 7.8 Entire Agreement




          This Agreement together with the other Loan Documents represents the entire agreement of the
parties and supersedes all prior agreements and understandings relating to the subject matter
hereof.




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          Section 7.9 Governing Law




          This Agreement and the rights and obligations of the parties hereto shall be governed by, and
construed and interpreted in accordance with, the law of the State of New York.




          Section 7.10 Additional Grantors




          If, pursuant to Section 7.13 (Additional Collateral and Guaranties) of the Credit Agreement,
the Company shall be required to cause any Subsidiary that is not a Grantor to become a Grantor
hereunder, such Subsidiary shall execute and deliver to the Administrative Agent a Joinder
Agreement substantially in the form of Annex 2 (Form of Joinder Agreement) and shall thereafter for
all purposes be a party hereto and have the same rights, benefits and obligations as a Grantor
party hereto on the Closing Date.




          Section 7.11 Release of Collateral




          (a) At the time provided in Section 10.8(b)(i) (Concerning the Collateral and the Collateral
Documents) of the Credit Agreement, the Collateral shall be released from the Liens created hereby
and this Agreement and all obligations (other than those expressly stated to survive such
termination) of the Administrative Agent and each Grantor hereunder shall terminate, all without
delivery of any instrument or performance of any act by any party, and all rights to the Collateral
shall revert to the Grantors. At the request and sole expense of any Grantor following any such
termination, the Administrative Agent shall deliver to such Grantor any Collateral of such Grantor
held by the Administrative Agent hereunder and execute and deliver to such Grantor such documents
as such Grantor shall reasonably request to evidence such termination.




          (b) If the Administrative Agent shall be directed or permitted pursuant to Section 10.8(b)(ii)
or (iii) (Concerning the Collateral and the Collateral Documents) of the Credit Agreement to
release any Lien created hereby upon any Collateral (including any Collateral sold or disposed of
by any Grantor in a transaction permitted by the Credit Agreement), such Collateral shall be
released from the Lien created hereby to the extent provided under, and subject to the terms and
conditions set forth in, Section 10.8(b)(ii) or (iii) (Concerning the Collateral and the Collateral
Documents) of the Credit Agreement. In connection therewith, the Administrative Agent, at the
request and sole expense of the Company, shall execute and deliver to the Company all releases or
other documents, including, without limitation, UCC termination statements, reasonably necessary or
desirable for the release of the Lien created hereby on such Collateral. At the request and sole
expense of the Company, a Grantor shall be released from its obligations hereunder in the event
that all the capital stock of such Grantor shall be so sold or disposed; provided, however, that
the Company shall have delivered to the Administrative Agent, at least ten Business Days prior to
the date of the proposed release, a written request for release identifying the relevant Grantor
and the terms of the sale or other disposition in reasonable detail, including the price thereof
and any expenses in connection therewith, together with a certification by the Company in form and
substance satisfactory to the Administrative Agent stating that such transaction is in compliance
with the Credit Agreement and the other Loan Documents.




          Section 7.12 Reinstatement




          Each Grantor further agrees that, if any payment made by any Loan Party or other Person and
applied to the Obligations is at any time annulled, avoided, set aside, rescinded,




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invalidated,declared to be fraudulent or preferential or otherwise required to be refunded or repaid, or the
proceeds of Collateral are required to be returned by any Secured Party to such Loan Party, its
estate, trustee, receiver or any other party, including any Grantor, under any bankruptcy law,
state or federal law, common law or equitable cause, then, to the extent of such payment or
repayment, any Lien or other Collateral securing such liability shall be and remain in full force
and effect, as fully as if such payment had never been made or, if prior thereto the Lien granted
hereby or other Collateral securing such liability hereunder shall have been released or terminated
by virtue of such cancellation or surrender), such Lien or other Collateral shall be reinstated in
full force and effect, and such prior cancellation or surrender shall not diminish, release,
discharge, impair or otherwise affect any Lien or other Collateral securing the obligations of any
Grantor in respect of the amount of such payment.




[Signature Pages Follow]





26










 






          In witness whereof, each of the undersigned has caused this Pledge and Security
Agreement to be duly executed and delivered as of the date first above written.




	 	 	 	 	 
	 	Affiliated Computer Services, Inc., 

ACS Application Management Services, Inc.

ACS BRC Holdings, Inc., 

ACS Business Resources Corporation, 

ACS Business Services, LLC,

ACS Commercial Solutions, Inc., 

ACS Consultant Company, Inc.,

ACS Consultant Holdings Corporation,

ACS Defense, LLC,

ACS/ECG Holdings, LLC,

ACS EDI Gateway, Inc.,

ACS Education Services, Inc.,

ACS Education Solutions, LLC,

ACS Enterprise Solutions, Inc.,

ACS Federal Healthcare, LLC.,

ACS Global, Inc.,

ACS Government Systems, Inc.,

ACS Health Care, Inc.,

ACS Heritage, inc.,

ACS HR Solutions, LLC,

ACS Human Resources Solutions, Inc.,

ACS Human Services, LLC,

ACS Image Solutions, Inc.,

ACS Lending, Inc.,

ACS Middle East, Inc.,

ACS Outsourcing Solutions, Inc.,

ACS Print and Mail Services, Inc.,

ACS State & Local Solutions, Inc.,

ACS State Healthcare, LLC,

ACS TradeOne Marketing, Inc.,

ACS Transport Solutions, Inc.,

Agilera, Inc.,

Agilera Messaging, Inc.,

Concera Corporation,

Digital Information Systems Company, L.L.C.,

etravelexperts, LLC, 

Government Records Services, Inc., 

as Grantors

 	 
	 	By:  	/s/ Nancy P. Vineyard
 	 
	 	 	Name:  	Nancy P. Vineyard  	 
	 	 	Title:  	Treasurer 	 
	 
	 	Health Technology Acquisition Company, 

LiveBridge, inc., 

MidasPlus, Inc.,

Newspaper Services Holding, Inc., 

Outsourced Administrative Systems, Inc., 

Patient Accounting Service Center LLC,

Superior Venture Partner, inc., 

Tenacity Manufacturing Company, Inc., 

The National Abandoned Property

  Processing Corporation, 

Title Records Corporation, 

Transaction Processing Specialists, Inc., 

Truckload Management Services, Inc., 

Wagers & Associates, Inc., 

as Grantors

 	 
	 	By:  	/s/ Nancy P. Vineyard
 	 
	 	 	Name:  	Nancy P. Vineyard 	 
	 	 	Title:  	Treasurer 	 
	 
	 	ACS IT Solutions, LP, 

as Grantor
 


	 	By:  	ACS Business Services, LLC, 

as General Partner 
	 
	 	 	By:  	/s/ Nancy P. Vineyard
 
	 	 	 	Name:  Nancy P. Vineyard 
	 	 	 	Title:   Treasurer
	 
	 	ACS Marketing, L.P.,

as Grantor

 	 
	 	By:  	Affiliated Computer Services, Inc. 

as General Partner
 	 
	 
	 	 	By:  	/s/ Nancy P. Vineyard
 
	 	 	 	Name:  Nancy P. Vineyard 
	 	 	 	Title:   Treasurer
	 
	 	ACS Properties, Inc., 

as Grantor

 	 
	 	By:  	/s/ Richard G. Kitchen
 	 
	 	 	Name:  	Richard G. Kitchen  	 
	 	 	Title:  	President 	 
	 
	 	ACS Protection Services, Inc.,

as Grantor

 	 
	 	By:  	/s/ Robert Sanders
 	 
	 	 	Name:  	Robert Sanders  	 
	 	 	Title:  	President and Secretary 	 
	 
	 	ACS REBGM, Inc.,

ACS Securities Services, Inc.,

as Grantors

 	 
	 	By:  	/s/ Van Johnson
 	 
	 	 	Name:  	Van Johnson  	 
	 	 	Title:  	Senior Vice President-Licensing 	 
	 
	 	Buck Consultants, LLC,

as Grantor

 	 
	 	By:  	/s/ Thomas A. Fessler
 	 
	 	 	Name:  	Thomas A. Fessler 	 
	 	 	Title:  	Secretary 	 
	 





	 	 	 	 	 
	Accepted and Agreed	 	 
	as of the date first above written:	 	 
	 
	 	 	 	 
	Citicorp USA, Inc.,	 	 
	as Administrative Agent	 	 
	By:
	 	/s/ David J. Wirdnam	 	 
	 

	 	 	 	 
	 

	 	Name: David J. Wirdnam	 	 
	 

	 	Title: Director and Vice President