Person as the debtor in such proceeding, regardless of whether such interest and fees areallowed claims in such proceeding, (ii) all liabilities and obligations, whenever arising,owing from any Loan Party to any Lender or an Affiliate of any Lender arising under anySwap Contract between any Loan Party and any Lender or Affiliate of a Lender that ispermitted to be incurred pursuant to Section 8.03(d) of the Credit Agreement, (iii)all liabilities and obligations, whenever arising, owing from any Loan Party to any Lenderor an Affiliate of any Lender arising under any Treasury Management Agreement between anyLoan Party and any Lender or an Affiliate of any Lender, in each case howsoever evidenced,created, incurred or acquired, whether primary, secondary, direct, contingent, or joint andseveral, and all obligations and liabilities incurred in connection with collecting andenforcing the foregoing and (iv) all costs and expenses incurred in connection withenforcement and collection of the Secured Obligations described in the foregoing clauses(i), (ii) and (iii), including, without limitation, reasonable attorneys’ fees anddisbursements.     “Secured Parties” means, collectively, the Lenders and any other holder of theSecured Obligations and “Secured Party” means any one of them.     “UCC” means the Uniform Commercial Code as in effect from time to time in theState of New York.     2. Pledge and Grant of Security Interest. To secure the prompt payment andperformance in full when due, whether by lapse of time, acceleration, mandatory prepayment orotherwise, of the Secured Obligations, each Pledgor hereby grants, pledges and assigns to theDomestic Administrative Agent, for the benefit of the Secured Parties, a continuing securityinterest in, and a right to set-off against, any and all right, title and interest of such Pledgorin and to the following, whether now owned or existing or owned, acquired, or arising hereafter(collectively, the “Pledged Collateral”):     (a) Pledged Shares. (i) One hundred percent (100%) (or, if less, the fullamount owned by such Pledgor) of the issued and outstanding Equity Interests owned by suchPledgor of each Domestic Subsidiary set forth on Schedule 2(a) attached hereto and(ii) sixty-five percent (65%) (or, if less, the full amount owned by such Pledgor) of theissued and outstanding shares of Equity Interests entitled to vote (within the meaning ofTreas. Reg. Section 1.956-2(c)(2)) (“Voting Equity”) and one hundred percent (100%)(or, if less, the full amount owned by such Pledgor) of the issued and outstanding EquityInterests not entitled to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2))(“Non-Voting Equity”) owned by such Pledgor of each Foreign Subsidiary directlyowned by such Pledgor set forth on Schedule 2(a) attached hereto, in each casetogether with the certificates (or other agreements or instruments), if any, representingsuch Equity Interests, and all options and other rights, contractual or otherwise, withrespect thereto (collectively, together with the Equity Interests described in Section2(b) and 2(c) below, the “Pledged Shares”), including, but not limitedto, the following:     (A) all shares, securities, membership interests and other Equity Interests orother property representing a dividend or other distribution on or in respect of anyof the Pledged Shares, or representing a distribution or return of capital upon orin respect of the Pledged Shares, or resulting from a stock split, revision,reclassification or other exchange therefor, and any other dividends, distributions,subscriptions, warrants, cash, securities, instruments, rights, options or otherproperty issued to or received or receivable by the holder of, or otherwise inrespect of, the Pledged Shares; and
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     (B) without affecting the obligations of the Pledgors under any provisionprohibiting such action hereunder or under the Credit Agreement, in the event ofany consolidation or merger involving the issuer of any Pledged Shares and in whichsuch issuer is not the surviving entity, all Equity Interests of the successorentity formed by or resulting from such consolidation or merger.     (b) Additional Shares. (i) One hundred percent (100%) (or, if less, the fullamount owned by such Pledgor) of the issued and outstanding Equity Interests owned by such Pledgor ofany Person that hereafter becomes a Domestic Subsidiary and (ii) sixty-five percent (65%) (or, ifless, the full amount owned by such Pledgor) of the Voting Equity and one hundred percent(100%) (or, if less, the full amount owned by such Pledgor) of the Non-Voting Equity owned bysuch Pledgor of any Person that hereafter becomes a Foreign Subsidiary directly owned by suchPledgor, including, without limitation, the certificates (or other agreements or instruments)representing such Equity Interests.     (c) Accessions and Proceeds. All Accessions and all Proceeds of any and all of the foregoing.     Without limiting the generality of the foregoing, it is hereby specifically understood andagreed that a Pledgor may from time to time hereafter deliver additional Equity Interests to theDomestic Administrative Agent as collateral security for the Secured Obligations. Upon delivery tothe Domestic Administrative Agent, such additional Equity Interests shall be deemed to be part ofthe Pledged Collateral of such Pledgor and shall be subject to the terms of this Pledge Agreementwhether or not Schedule 2(a) is amended to refer to such additional Equity Interests.     3. Security for Secured Obligations. The security interest created hereby in thePledged Collateral of each Pledgor constitutes continuing collateral security for all of the Secured Obligations(subject to Section 23 hereof).     4. Delivery of the Pledged Collateral. Each Pledgor hereby agrees that:     (a) Delivery of Certificates. Each Pledgor shall deliver tothe Domestic Administrative Agent (i) simultaneously with or promptly following the execution anddelivery of this Pledge Agreement, all certificates representing the Pledged Shares of suchPledgor and (ii) promptly upon the receipt thereof by or on behalf of a Pledgor, all othercertificates and instruments constituting Pledged Collateral of a Pledgor. Prior to delivery to theDomestic Administrative Agent, all such certificates and instruments constituting PledgedCollateral of a Pledgor shall be held in trust by such Pledgor for the benefit of the DomesticAdministrative Agent pursuant hereto. All such certificates and instruments shall be delivered insuitable form for transfer by delivery or shall be accompanied by duly executed instruments oftransfer or assignment in blank, substantially in the form provided in Exhibit 4(a)attached hereto.     (b) Additional Securities. If such Pledgor shall receive (or become entitledto receive) by virtue of its being or having been the owner of any Pledged Collateral, any(i) certificate or instrument, including without limitation, any certificate representing adividend or distribution in connection with any increase or reduction of capital, reclassification,merger, consolidation, sale of assets, combination of shares or membership or other EquityInterests, stock splits, spin-off or split-off, promissory notes or other instruments; (ii) optionor right, whether as an addition to, substitution for, conversion of or an exchange for, anyPledged Collateral or otherwise in respect thereof; (iii) dividends payable insecurities; or
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(iv) distributions of securities or other Equity Interests, cash or other property inconnection with a partial or total liquidation, dissolution or reduction of capital,capital surplus or paid-in surplus, then such Pledgor shall accept and receive each suchcertificate, instrument, option, right, dividend or distribution in trust for the benefitof the Domestic Administrative Agent, shall segregate it from such Pledgor’s other propertyand shall deliver it forthwith to the Domestic Administrative Agent in the exact formreceived together with any necessary endorsement and/or appropriate stock power dulyexecuted in blank, substantially in the form provided inExhibit 4(a), to be heldby the Domestic Administrative Agent as Pledged Collateral and as further collateralsecurity for the Secured Obligations.     (c) Financing Statements. Each Pledgor authorizes the Domestic AdministrativeAgent to file one or more financing statements (with the description of the PledgedCollateral contained herein, including without limitation “all assets” and/or “all personalproperty” collateral descriptions) disclosing the Domestic Administrative Agent’s securityinterest in the Pledged Collateral. Each Pledgor agrees to execute and deliver to theDomestic Administrative Agent such financing statements and other filings as may berequested by the Domestic Administrative Agent in order to perfect and protect the securityinterest created hereby in the Pledged Collateral of such Pledgor.     5. Representations and Warranties. Each Pledgor hereby represents and warrants to theDomestic Administrative Agent, for the benefit of the Secured Parties, that so long as any of theSecured Obligations remains outstanding and until all of the commitments relating thereto have beenterminated:     (a) Authorization of Pledged Shares. The Pledged Shares are duly authorized andvalidly issued, are fully paid and nonassessable and are not subject to the preemptiverights of any Person.     (b) Title. Each Pledgor has good and indefeasible title to the PledgedCollateral of such Pledgor and is the legal and beneficial owner of such Pledged Collateralfree and clear of any Lien, other than Permitted Liens. There exists no “adverse claim”within the meaning of Section 8-102 of the UCC with respect to the Pledged Shares of suchPledgor other than Permitted Liens.     (c) Exercising of Rights. The exercise by the Domestic Administrative Agent ofits rights and remedies hereunder will not violate any law or governmental regulation orany material contractual restriction binding on or affecting a Pledgor or any of itsproperty.     (d) Pledgor’s Authority. No authorization, approval or action by, and nonotice or filing with any Governmental Authority or with the issuer of any PledgedCollateral or any other Person is required either (i) for the pledge made by a Pledgor orfor the granting of the security interest by a Pledgor pursuant to this Pledge Agreement(except as have been already obtained) or (ii) for the exercise by the DomesticAdministrative Agent or the Secured Parties of their rights and remedies hereunder (exceptas may be required by the UCC or applicable foreign laws or laws affecting the offering andsale of securities).     (e) Security Interest/Priority. This Pledge Agreement creates a valid securityinterest in favor of the Domestic Administrative Agent for the benefit of the SecuredParties, in the Pledged Collateral. The taking of possession by the Domestic AdministrativeAgent of the certificates representing the Pledged Shares and all other certificates andinstruments constituting Pledged Collateral will perfect and establish the first priorityof the Domestic Administrative
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Agent’s security interest in the Pledged Shares consisting of certificated securities ofDomestic Subsidiaries and, when properly perfected by filing or registration, in all otherPledged Collateral represented by such Pledged Shares and instruments securing the SecuredObligations. Except as set forth in this Section 5(e), no action is necessary toperfect or otherwise protect such security interest.     (f) Partnership and Membership Interests. Except as previously disclosed tothe Domestic Administrative Agent, none of the Pledged Shares consisting of partnership orlimited liability company interests (i) is dealt in or traded on a securities exchange orin a securities market, (ii) by its terms expressly provides that it is a security governedby Article 8 of the UCC, (iii) is an investment company security, (iv) is held in asecurities account or (v) constitutes a Security or a Financial Asset.     (g) No Other Interests. As of the date hereof, no Pledgor owns any EquityInterests in any Subsidiary other than as set forth on Schedule 2(a) attachedhereto.     6. Covenants. Each Pledgor hereby covenants, that so long as any of the SecuredObligations remain outstanding and until all of the commitments relating thereto have been terminated, suchPledgor shall:     (a) Books and Records. Mark its books and records (and shall cause the issuerof the Pledged Shares of such Pledgor to mark its books and records) to reflect the securityinterest granted to the Domestic Administrative Agent, for the benefit of the SecuredParties, pursuant to this Pledge Agreement.     (b) Defense of Title. Warrant and defend title to and ownership of the PledgedCollateral of such Pledgor at its own expense against the claims and demands of all otherparties claiming an interest therein, keep the Pledged Collateral free from all Liens,except for Permitted Liens, and not sell, exchange, transfer, assign, lease or otherwisedispose of Pledged Collateral of such Pledgor or any interest therein, except as permittedunder the Credit Agreement and the other Loan Documents.     (c) Further Assurances. Promptly execute and deliver at its expense allfurther instruments and documents and take all further action that may be necessary anddesirable or that the Domestic Administrative Agent may request in order to (i) perfect andprotect the security interest created hereby in the Pledged Collateral of such Pledgor(including, without limitation, any and all action necessary to satisfy the DomesticAdministrative Agent that the Domestic Administrative Agent has obtained a first priorityperfected security interest in all Pledged Collateral); (ii) enable the DomesticAdministrative Agent to exercise and enforce its rights and remedies hereunder in respectof the Pledged Collateral of such Pledgor; and (iii) otherwise effect the purposes of thisPledge Agreement, including, without limitation and if requested by the DomesticAdministrative Agent, delivering to the Domestic Administrative Agent upon its requestafter the occurrence of an Event of Default, irrevocable proxies in respect of the PledgedCollateral of such Pledgor.     (d) Amendments. Not make or consent to any amendment or other modification orwaiver with respect to any of the Pledged Collateral of such Pledgor or enter into anyagreement or allow to exist any restriction with respect to any of the Pledged Collateralof such Pledgor other than pursuant hereto or as may be permitted under the CreditAgreement.
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     (e) Compliance with Securities Laws. File all reports and other informationnow or hereafter required to be filed by such Pledgor with the United States Securities andExchange Commission and any other state, federal or foreign agency in connection with theownership of the Pledged Collateral of such Pledgor.     (f) Issuance or Acquisition of Equity Interests. Not, without executing anddelivering, or causing to be executed and delivered, to the Domestic Administrative Agentsuch agreements, documents and instruments as the Domestic Administrative Agent may requestfor the purpose of perfecting its security interest therein, issue or acquire any EquityInterests constituting Pledged Collateral consisting of an interest in a partnership or alimited liability company that (i) is dealt in or traded on a securities exchange or in asecurities market, (ii) by its terms expressly provides that it is a security governed byArticle 8 of the UCC, (iii) is an investment company security, (iv) is held in a securitiesaccount or (v) constitutes a Security or a Financial Asset.     7. Advances by Secured Parties. On failure of any Pledgor to perform any of thecovenants and agreements contained herein which constitutes an Event of Default and while suchEvent of Default is continuing, the Domestic Administrative Agent may, at its sole option and inits sole discretion, upon notice to the Pledgors, perform the same and in so doing may expend suchsums as the Domestic Administrative Agent may deem advisable in the performance thereof, including,without limitation, the payment of any insurance premiums, the payment of any taxes, a payment toobtain a release of a Lien or potential Lien, expenditures made in defending against any adverseclaim and all other expenditures that the Domestic Administrative Agent or the Secured Parties maymake for the protection of the security hereof or may be compelled to make by operation of law. Allsuch sums and amounts so expended shall be repayable by the Pledgors on a joint and several basis(subject to Section 23 hereof) promptly upon timely notice thereof and demand therefor,shall constitute additional Secured Obligations and shall bear interest from the date said amountsare expended at the Default Rate. No such performance of any covenant or agreement by the DomesticAdministrative Agent or the Secured Parties on behalf of any Pledgor, and no such advance orexpenditure therefor, shall relieve the Pledgors of any default under the terms of this PledgeAgreement, the other Loan Documents or any other documents relating to the Secured Obligations. TheSecured Parties may make any payment hereby authorized in accordance with any bill, statement orestimate procured from the appropriate public office or holder of the claim to be dischargedwithout inquiry into the accuracy of such bill, statement or estimate or into the validity of anytax assessment, sale, forfeiture, tax lien, title or claim except to the extent such payment isbeing contested in good faith by a Pledgor in appropriate proceedings and against which adequatereserves are being maintained in accordance with GAAP.     8. Remedies.     (a) General Remedies. Upon the occurrence of an Event of Default and during thecontinuation thereof, the Domestic Administrative Agent and the Secured Parties shall have, inaddition to the rights and remedies provided herein, in the Loan Documents, in any other documentsrelating to the Secured Obligations, or by law (including, without limitation, levy of attachmentand garnishment), the rights and remedies of a secured party under the Uniform Commercial Code ofthe jurisdiction applicable to the affected Pledged Collateral.     (b) Sale of Pledged Collateral. Upon the occurrence of an Event of Default and duringthe continuation thereof, without limiting the generality of this Section 8 and withoutnotice, the Domestic Administrative Agent may, in its sole discretion, sell or otherwise disposeof or realize upon the Pledged Collateral, or any part thereof, in one or more parcels, at publicor private sale, at any exchange or broker’s board or elsewhere, at such price or prices and onsuch other terms as the Domestic
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Administrative Agent may deem commercially reasonable, for cash, credit or for future delivery orotherwise in accordance with applicable law. To the extent permitted by law, any Secured Party mayin such event, bid for the purchase of such securities. Each Pledgor agrees that, to the extentnotice of sale shall be required by law and has not been waived by such Pledgor, any requirement ofreasonable notice shall be met if notice, specifying the place of any public sale or the time afterwhich any private sale is to be made, is personally served on or mailed, postage prepaid, to suchPledgor, in accordance with the notice provisions of Section 11.02 of the Credit Agreementat least ten Business Days before the time of such sale. The Domestic Administrative Agent shallnot be obligated to make any sale of Pledged Collateral of such Pledgor regardless of notice ofsale having been given. The Domestic Administrative Agent may adjourn any public or private salefrom time to time by announcement at the time and place fixed therefor, and such sale may, withoutfurther notice, be made at the time and place to which it was so adjourned.     (c) Private Sale. Upon the occurrence of an Event of Default and during thecontinuation thereof, the Pledgors recognize that the Domestic Administrative Agent may be unableor deem it impracticable to effect a public sale of all or any part of the Pledged Shares or anyof the securities constituting Pledged Collateral and that the Domestic Administrative Agent may,therefore, determine to make one or more private sales of any such Pledged Collateral to arestricted group of purchasers who will be obligated to agree, among other things, to acquire suchPledged Collateral for their own account, for investment and not with a view to the distributionor resale thereof. Each Pledgor acknowledges and agrees that any such private sale may be atprices and on other terms less favorable than the prices and other terms that might have beenobtained at a public sale and, notwithstanding the foregoing, agrees that such private sale shallbe deemed to have been made in a commercially reasonable manner and that the DomesticAdministrative Agent shall have no obligation to delay sale of any such Pledged Collateral for theperiod of time necessary to permit the issuer of such Pledged Collateral to register such PledgedCollateral for public sale under the Securities Act or under applicable state securities laws.Each Pledgor further acknowledges and agrees that any offer to sell such Pledged Collateral thathas been publicly advertised on a bona fide basis in a newspaper or other publication of generalcirculation in the financial community of New York, New York (to the extent that such offer may beadvertised without prior registration under the Securities Act of 1933, as amended (the“Securities Act”)), notwithstanding that such sale may not constitute a “public offering” underthe Securities Act, and the Domestic Administrative Agent may, in such event, bid for the purchaseof such Pledged Collateral.     (d) Retention of Pledged Collateral. To the extent permitted under applicable law, inaddition to the rights and remedies hereunder, upon the occurrence and during the continuance ofan Event of Default, the Domestic Administrative Agent may, after providing the notices requiredby Sections 9-620 and 9-621 of the UCC or otherwise complying with the requirements of applicablelaw of the relevant jurisdiction, accept or retain all or any portion of the Pledged Collateral insatisfaction of the Secured Obligations. Unless and until the Domestic Administrative Agent shallhave provided such notices, however, the Domestic Administrative Agent shall not be deemed to haveaccepted or retained any Pledged Collateral in satisfaction of any Secured Obligations for anyreason.     (e) Deficiency. In the event that the proceeds of any sale, collection or realizationare insufficient to pay all amounts to which the Domestic Administrative Agent or the SecuredParties are legally entitled, the Pledgors shall be jointly and severally liable (subject toSection 23 hereof) for the deficiency, together with interest thereon at the Default Rate,together with the costs of collection and attorneys’ fees and expenses. Any surplus remainingafter the full payment and satisfaction of the Secured Obligations shall be returned to thePledgors or to whomsoever a court of competent jurisdiction shall determine to be entitledthereto.
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     9. Rights of the Domestic Administrative Agent.     (a) Power of Attorney. Each Pledgor hereby designates and appoints the DomesticAdministrative Agent, on behalf of the Secured Parties, and each of its designees or agents, asattorney-in-fact of such Pledgor, irrevocably and with power of substitution, with authority totake any or all of the following actions upon the occurrence and during the continuation of anEvent of Default:     (i) to demand, collect, settle, compromise and adjust, and give discharges andreleases concerning the Pledged Collateral, all as the Domestic Administrative Agent maydeem appropriate;     (ii) to commence and prosecute any actions at any court for the purposes of collectingany of the Pledged Collateral and enforcing any other right in respect thereof;     (iii) to defend, settle or compromise any action brought and, in connection therewith,give such discharge or release as the Domestic Administrative Agent may deem appropriate;     (iv) to pay or discharge taxes, liens, security interests or other encumbrances leviedor placed on or threatened against the Pledged Collateral;     (v) to direct any parties liable for any payment in connection with any of the PledgedCollateral to make payment of any and all monies due and to become due thereunder directlyto the Domestic Administrative Agent or as the Domestic Administrative Agent shall direct;     (vi) to receive payment of and receipt for any and all monies, claims, and otheramounts due and to become due at any time in respect of or arising out of any PledgedCollateral;     (vii) to sign and endorse any drafts, assignments, proxies, stock powers,verifications, notices and other documents relating to the Pledged Collateral;     (viii) to execute and deliver all assignments, conveyances, statements, financingstatements, renewal financing statements, security and pledge agreements, affidavits,notices and other agreements, instruments and documents that the Domestic AdministrativeAgent may deem appropriate in order to perfect and maintain the security interests andliens granted in this Pledge Agreement and in order to fully consummate all of thetransactions contemplated therein;     (ix) to exchange any of the Pledged Collateral or other property upon any merger,consolidation, reorganization, recapitalization or other readjustment of the issuer thereofand, in connection therewith, deposit any of the Pledged Collateral with any committee,depository, transfer agent, registrar or other designated agency upon such terms as theDomestic Administrative Agent may deem appropriate;     (x) to vote for a shareholder or member resolution, or to sign an instrument inwriting, sanctioning the transfer of any or all of the Pledged Collateral into the name ofthe Domestic Administrative Agent or one or more of the Secured Parties or into the name ofany transferee to whom the Pledged Collateral or any part thereof may be sold pursuant toSection 8 hereof; and
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     (xi) to do and perform all such other acts and things as the Domestic AdministrativeAgent may deem appropriate or convenient in connection with the Pledged Collateral.     This power of attorney is a power coupled with an interest and shall be irrevocable for solong as any of the Secured Obligations shall remain outstanding and until all of the commitmentsrelating thereto shall have been terminated. The Domestic Administrative Agent shall be under noduty to exercise or withhold the exercise of any of the rights, powers, privileges and optionsexpressly or implicitly granted to the Domestic Administrative Agent in this Pledge Agreement, andshall not be liable for any failure to do so or any delay in doing so. The Domestic AdministrativeAgent shall not be liable for any act or omission or for any error of judgment or any mistake offact or law in its individual capacity or its capacity as attorney-in-fact except acts oromissions resulting from its gross negligence or willful misconduct. This power of attorney isconferred on the Domestic Administrative Agent solely to protect, preserve and realize upon itssecurity interest in the Pledged Collateral.     (b) Assignment by the Domestic Administrative Agent. The Domestic AdministrativeAgent may from time to time assign the Pledged Collateral and any portion thereof to a successoragent in accordance with the Credit Agreement, and the assignee shall be entitled to all of therights and remedies of the Domestic Administrative Agent under this Pledge Agreement in relationthereto.     (c) The Domestic Administrative Agent’s Duty of Care. Other than the exercise ofreasonable care to assure the safe custody of the Pledged Collateral while being held by theDomestic Administrative Agent hereunder and to account for all proceeds thereof, the DomesticAdministrative Agent shall have no duty or liability to preserve rights pertaining thereto, itbeing understood and agreed that the Pledgors shall be responsible for preservation of all rightsin the Pledged Collateral, and the Domestic Administrative Agent shall be relieved of allresponsibility for the Pledged Collateral upon surrendering it or tendering the surrender of it tothe Pledgors. The Domestic Administrative Agent shall be deemed to have exercised reasonable carein the custody and preservation of the Pledged Collateral in its possession if such PledgedCollateral is accorded treatment substantially equal to that which the Domestic AdministrativeAgent accords its own property, which shall be no less than the treatment employed by a reasonableand prudent agent in the industry, it being understood that the Domestic Administrative Agent shallnot have responsibility for (i) ascertaining or taking action with respect to calls, conversions,exchanges, maturities, tenders or other matters relating to any Pledged Collateral, whether or notthe Domestic Administrative Agent has or is deemed to have knowledge of such matters, or (ii)taking any necessary steps to preserve rights against any parties with respect to any of thePledged Collateral.     (d) Voting Rights in Respect of the Pledged Collateral.     (i) So long as no Event of Default shall have occurred and be continuing, eachPledgor may exercise any and all voting and other consensual rights pertaining to thePledged Collateral of such Pledgor or any part thereof for any purpose not inconsistentwith the terms of this Pledge Agreement or the Credit Agreement; and     (ii) Upon the occurrence and during the continuance of an Event of Default and uponnotice to the applicable Pledgor from the Domestic Administrative Agent, all rights of aPledgor to exercise the voting and other consensual rights that it would otherwise beentitled to exercise pursuant to paragraph (i) of this subsection shall cease and all suchrights shall thereupon become vested in the Domestic Administrative Agent, which shall thenhave the sole right to exercise such voting and other consensual rights.
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     (e) Dividend Rights in Respect of the Pledged Collateral.     (i) So long as no Event of Default shall have occurred and be continuing and subjectto Section 4(b) hereof, each Pledgor may receive and retain any and all dividendsand distributions (other than stock dividends and other dividends and distributionsconstituting Pledged Collateral addressed hereinabove) or interest paid in respect of thePledged Collateral to the extent they are allowed under the Credit Agreement.     (ii) Upon the occurrence and during the continuance of an Event of Default:     (A) all rights of a Pledgor to receive the dividends, distributions andinterest payments that it would otherwise be authorized to receive and retainpursuant to paragraph (i) of this subsection shall cease and all such rights shallthereupon be vested in the Domestic Administrative Agent, which shall then have thesole right to receive and hold as Pledged Collateral such dividends, distributionsand interest payments; and     (B) all dividends and interest payments that are received by a Pledgorcontrary to the provisions of paragraph (A) of this subsection shall be received intrust for the benefit of the Domestic Administrative Agent, shall be segregatedfrom other property or funds of such Pledgor, and shall be forthwith paid over tothe Domestic Administrative Agent as Pledged Collateral in the exact form received,to be held by the Domestic Administrative Agent as Pledged Collateral and asfurther collateral security for the Secured Obligations.     (f) Release of Pledged Collateral. The Domestic Administrative Agent may release any of thePledged Collateral from this Pledge Agreement or may substitute any of the Pledged Collateral for otherPledged Collateral without altering, varying or diminishing in any way the force, effect, lien, pledge orsecurity interest of this Pledge Agreement as to any Pledged Collateral not expressly released or substituted,and this Pledge Agreement shall continue as a first priority lien on all Pledged Collateral not expresslyreleased or substituted.     10. Application of Proceeds. Upon the occurrence and during the continuation of anEvent of Default, any payments in respect of the Secured Obligations and any proceeds of thePledged Collateral, when received by the Domestic Administrative Agent or any of the SecuredParties in cash or its equivalent, will be applied in reduction of the Secured Obligations in theorder set forth in Section 9.03 of the Credit Agreement, and each Pledgor irrevocablywaives the right to direct the application of such payments and proceeds and acknowledges andagrees that the Domestic Administrative Agent shall have the continuing and exclusive right toapply and reapply any and all such payments and proceeds in the Domestic Administrative Agent’ssole discretion, notwithstanding any entry to the contrary upon its books and records.     11. Continuing Agreement.     (a) This Pledge Agreement shall be a continuing agreement in every respect and shall remainin full force and effect so long as any of the Secured Obligations remains outstanding and untilall of the commitments relating thereto have been terminated. Upon payment or other satisfactionof all Secured Obligations and termination of all commitments relating thereto, this PledgeAgreement shall be automatically terminated and the Domestic Administrative Agent and the SecuredParties shall, upon the request and at the expense of the Pledgors, forthwith release all of itsliens and security interests hereunder, shall return all certificates or instruments pledgedhereunder and shall execute and deliver all
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UCC termination statements and/or other documents reasonably requested by the Pledgors evidencingsuch termination. Notwithstanding the foregoing, all releases and indemnities provided hereundershall survive termination of this Pledge Agreement.     (b) This Pledge Agreement shall continue to be effective or be automatically reinstated, asthe case may be, if at any time payment, in whole or in part, of any of the Secured Obligations isrescinded or must otherwise be restored or returned by the Domestic Administrative Agent or anySecured Party as a preference, fraudulent conveyance or otherwise under any bankruptcy, insolvencyor similar law, all as though such payment had not been made; provided that in the event payment ofall or any part of the Secured Obligations is rescinded or must be restored or returned, all costsand expenses (including, without limitation, attorneys’ fees and disbursements) incurred by theDomestic Administrative Agent or any Secured Party in defending and enforcing such reinstatementshall be deemed to be included as a part of the Secured Obligations.     12. Amendments and Waivers. This Pledge Agreement and the provisions hereof may notbe amended, waived, modified, changed, discharged or terminated except as set forth in Section11.01 of the Credit Agreement.     13. Successors in Interest. This Pledge Agreement shall create a continuing securityinterest in the Pledged Collateral and shall be binding upon each Pledgor, its successors andassigns, and shall inure, together with the rights and remedies of the Domestic AdministrativeAgent and the Secured Parties hereunder, to the benefit of the Domestic Administrative Agent andthe Secured Parties and their successors and permitted assigns; provided, however, that,except as provided in the Credit Agreement, none of the Pledgors may assign its rights or delegateits duties hereunder without the prior written consent of the requisite Lenders under the CreditAgreement.     14. Notices. All notices required or permitted to be given under this PledgeAgreement shall be given as provided in Section 11.02 of the Credit Agreement.     15. Counterparts. This Pledge Agreement may be executed in any number ofcounterparts, each of which where so executed and delivered shall be an original, but all of whichshall constitute one and the same instrument. It shall not be necessary in making proof of thisPledge Agreement to produce or account for more than one such counterpart.     16. Headings. The headings of the sections and subsections hereof are provided forconvenience only and shall not in any way affect the meaning or construction of any provision ofthis Pledge Agreement.     17. Governing Law; Submission to Jurisdiction; Venue.     (a) THIS PLEDGE AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OFTHE STATE OF NEW YORK (INCLUDING SECTION 5-1401 AND SECTION 5-1402 OF THE GENERAL OBLIGATIONS LAWOF THE STATE OF NEW YORK) WITHOUT REGARD TO CONFLICTS OF LAW PRINCIPLES THAT WOULD REQUIREAPPLICATION OF THE LAWS OF ANOTHER JURISDICTION.     (b) ANY LEGAL ACTION OR PROCEEDING WITH RESPECT TO THIS PLEDGE AGREEMENT OR ANY OTHER LOANDOCUMENT MAY BE BROUGHT IN THE COURTS OF THE STATE OF NEW YORK SITTING IN NEW YORK COUNTY AND OFTHE UNITED STATES DISTRICT COURT OF THE SOUTHERN DISTRICT OF NEW YORK, AND BY EXECUTION AND
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DELIVERY OF THIS PLEDGE AGREEMENT, EACH PLEDGOR AND THE DOMESTIC ADMINISTRATIVE AGENT, ON BEHALF OFITSELF AND EACH SECURED PARTY, CONSENTS, FOR ITSELF AND IN RESPECT OF ITS PROPERTY, TO THENON-EXCLUSIVE JURISDICTION OF THOSE COURTS. EACH PLEDGOR AND THE DOMESTIC ADMINISTRATIVE AGENT, ONBEHALF OF ITSELF AND EACH SECURED PARTY, IRREVOCABLY WAIVES ANY OBJECTION, INCLUDING ANY OBJECTIONTO THE LAYING OF VENUE OR BASED ON THE GROUNDS OF *FORUM NON CONVENIENS,*WHICH IT MAY NOW ORHEREAFTER HAVE TO THE BRINGING OF ANY ACTION OR PROCEEDING IN SUCH JURISDICTION IN RESPECT OF THISPLEDGE AGREEMENT OR ANY OTHER LOAN DOCUMENT OR OTHER DOCUMENT RELATED THERETO. EACH PLEDGOR AND THEDOMESTIC ADMINISTRATIVE AGENT, ON BEHALF OF ITSELF AND EACH SECURED PARTY, WAIVES PERSONAL SERVICEOF ANY SUMMONS, COMPLAINT OR OTHER PROCESS, WHICH MAY BE MADE BY ANY OTHER MEANS PERMITTED BY THELAW OF SUCH STATE.     18. Waiver of Right to Trial by Jury.     EACH PARTY TO THIS PLEDGE AGREEMENT HEREBY EXPRESSLY WAIVES ANY RIGHT TO TRIAL BY JURY OF ANYCLAIM, DEMAND, ACTION OR CAUSE OF ACTION ARISING UNDER THIS PLEDGE AGREEMENT OR ANY OTHER LOANDOCUMENT OR IN ANY WAY CONNECTED WITH OR RELATED OR INCIDENTAL TO THE DEALINGS OF THE PARTIESHERETO OR ANY OF THEM WITH RESPECT TO THIS PLEDGE AGREEMENT OR ANY OTHER LOAN DOCUMENT, OR THETRANSACTIONS RELATED HERETO OR THERETO, IN EACH CASE WHETHER NOW EXISTING OR HEREAFTER ARISING,AND WHETHER FOUNDED IN CONTRACT OR TORT OR OTHERWISE; AND EACH PARTY HEREBY AGREES AND CONSENTSTHAT ANY SUCH CLAIM, DEMAND, ACTION OR CAUSE OF ACTION SHALL BE DECIDED BY COURT TRIAL WITHOUT AJURY, AND THAT ANY PARTY TO THIS PLEDGE AGREEMENT MAY FILE AN ORIGINAL COUNTERPART OR A COPY OFTHIS SECTION WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF THE SIGNATORIES HERETO TO THEWAIVER OF THEIR RIGHT TO TRIAL BY JURY.     19. Severability. If any provision of this Pledge Agreement is determined to beillegal, invalid or unenforceable, such provision shall be fully severable and the remainingprovisions shall remain in full force and effect and shall be construed without giving effect tothe illegal, invalid or unenforceable provisions.     20. Entirety. This Pledge Agreement, the other Loan Documents and the other documentsrelating to the Secured Obligations represent the entire agreement of the parties hereto andthereto, and supersede all prior agreements and understandings, oral or written, if any, includingany commitment letters or correspondence relating to the Loan Documents, any other documentsrelating to the Secured Obligations, or the transactions contemplated herein and therein.     21. Survival. All representations and warranties of the Pledgors hereunder shallsurvive the execution and delivery of this Pledge Agreement, the other Loan Documents and theother documents relating to the Secured Obligations, the delivery of the Notes and the extensionof credit thereunder or in connection therewith.     22. Other Security. To the extent that any of the Secured Obligations are now orhereafter secured by property other than the Pledged Collateral (including, without limitation,real and other personal property owned by a Pledgor), or by a guarantee, endorsement or propertyof any other Person,
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then to the maximum extent permitted by applicable law the Domestic Administrative Agent shallhave the right to proceed against such other property, guarantee or endorsement upon theoccurrence and during the continuance of any Event of Default, and the Domestic AdministrativeAgent shall have the right, in its sole discretion, to determine which rights, security, liens,security interests or remedies the Domestic Administrative Agent shall at any time pursue,relinquish, subordinate, modify or take with respect thereto, without in any way modifying oraffecting any of them or the Secured Obligations or any of the rights of the DomesticAdministrative Agent or the Secured Parties under this Pledge Agreement, under any of the otherLoan Documents or under any other document relating to the Secured Obligations.     23. Joint and Several Obligations of Pledgors.     (a) Each of the Pledgors is accepting joint and several liability hereunder in considerationof the financial accommodation to be provided by the Secured Parties, for the mutual benefit,directly and indirectly, of each of the Pledgors and in consideration of the undertakings of eachof the Pledgors to accept joint and several liability for the obligations of each of them.     (b) Each of the Pledgors jointly and severally hereby irrevocably and unconditionallyaccepts, not merely as a surety but also as a co-debtor, joint and several liability with theother Pledgors with respect to the payment and performance of all of the Secured Obligationsarising under this Pledge Agreement, the other Loan Documents and any other documents relating tothe Secured Obligations, it being the intention of the parties hereto that all the SecuredObligations shall be the joint and several obligations of each of the Pledgors without preferencesor distinction among them.     (c) Notwithstanding any provision to the contrary contained herein, in any other of the LoanDocuments or in any other documents relating to the Secured Obligations, the obligations of eachGuarantor under the Credit Agreement, the other Loan Documents and the documents relating to theSecured Obligations shall be limited to an aggregate amount equal to the largest amount that wouldnot render such obligations subject to avoidance under Section 548 of the Bankruptcy Code or anycomparable provisions of any applicable state law.[Signature Pages Follow]
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     Each of the parties hereto has caused a counterpart of this Canadian Pledge Agreement to beduly executed and delivered as of the date first above written.     **PLEDGORS:** **EMS TECHNOLOGIES CANADA, LTD.,**