Pledge Agreement by and between Devcon International Corp. and CIT.



 Exhibit 10.5 
  
 PLEDGE AGREEMENT 
  
 This PLEDGE AGREEMENT (the “Agreement”), is dated February 28, 2005, by and between DEVCON INTERNATIONAL CORP., a Florida corporation
(“Pledgor”), and CIT FINANCIAL USA, INC., a Delaware corporation, individually and in its capacity as Agent for Lenders (in such capacity, “Agent”). 
  
 BACKGROUND 
  
 A. Pursuant to that certain Credit Agreement dated the date hereof by and among Devcon Security Services Corp., a Delaware corporation
(“Services”), Devcon Security Holdings, Inc., a Florida corporation (“Holdings”, and together with Services, the “Borrowers”), Agent and Lenders (including all annexes, exhibits and schedules
thereto, as from time to time amended, restated, supplemented or otherwise modified, the “Credit Agreement”), Lenders have agreed to make the Loans. 
  
 B. In order to induce Agent and Lenders to enter into the Credit Agreement and other Loan Documents and to induce Lenders to
make the Loans as provided for in the Credit Agreement, Pledgor has agreed to enter into this Agreement, pursuant to which, among other things, Agent shall obtain a security interest in and pledge of 100% of the ownership interests in Holdings, to
secure the Obligations. 
  
 NOW, THEREFORE, in consideration of
the premises and mutual covenants herein contained and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows: 
  
 Section 1. Terms Defined in Credit Agreement. All capitalized terms
used but not otherwise defined herein have the meanings given to them in the Credit Agreement. All other terms contained in this Agreement, unless the context indicates otherwise, have the meanings provided for by the UCC to the extent the same are
used or defined therein. 
  
 Section 2. Non-Recourse
Guaranty. To the extent required in order to create a binding obligation of the Pledgor the Agent and the Lenders as an underpinning for the pledge of the Collateral hereunder, the Pledgor hereby guarantees, on a non-recourse basis, the timely
payment and performance of all of the Obligations; provided, however, that recourse for the payment and performance of such guaranty shall be expressly limited under all circumstances to the Collateral pledged hereunder. Such non-recourse guaranty
shall not be discharged, diminished or adversely affected by reason of any change, amendment, modification, waiver, forbearance or other circumstances relating to the underlying Obligations, any increase, extension, renewal or replacement thereof,
any release of any other obligor or any other obligor’s collateral in respect of the Obligations, any bankruptcy, insolvency, receivership or other such event relating to the Borrowers or any other obligor, any lack of validity or
enforceability of any Obligations as against the Borrowers or any other obligor, any change in the constitution of or any amalgamation or reconstruction of any borrower or any other obligor, and/or any other events or circumstances which might be
deemed to alter the credit risk of the Pledgor or otherwise constitute a defense to the obligations of a guarantor or surety. 







 Section 3. Grant of Security Interest in the Collateral. As collateral security for the
Obligations defined below, Pledgor hereby grants to Agent for the benefit of the Lenders a lien on and security interest in, and acknowledges and agrees that Agent has and shall continue to have for the benefit of the Lenders a continuing lien on
and security interest in, all right, title, and interest of Pledgor in (a) all shares of capital stock of Holdings owned or held by Pledgor, whether now owned or hereafter acquired, and all substitutions and additions to such shares (herein, the
“Pledged Securities”), (b) all dividends, distributions, and sums distributable or payable from, upon or in respect of the Pledged Securities, and (c) all other rights and privileges incident to the Pledged Securities (all of the
foregoing being hereinafter referred to collectively as the “Stock Collateral”) and all proceeds of the foregoing, all of the foregoing being herein sometimes referred to as the “Collateral”. All terms which
are used in this Agreement which are defined in the UCC shall have the same meanings herein as such terms are defined in the UCC, unless this Agreement shall otherwise specifically provide. 
  
 Section 4. Obligations. This Agreement is made and given to secure,
and shall secure, the prompt payment and performance when due of the Obligations of Pledgor. 
  
 Section 5. Covenants, Agreements, Representations and Warranties. Pledgor hereby covenants and agrees with, and represents and warrants to, the Agent and the Lenders as follows: 
  
 (a) Pledgor (i) is duly organized and validly existing in
good standing under the laws of the State of Florida and will remain duly organized and validly existing under the laws of its applicable jurisdiction of organization, (ii) is and will remain the sole and lawful legal, record, and beneficial owner
of its Collateral, (iii) has requisite organizational power, and authority, and the legal right, to enter into this Agreement and to perform each and all of the matters and things herein provided for, and (iv) maintains and will continue to maintain
the separate corporate existence of the Pledgor and each Borrower. 
  
 (b) The execution and delivery of this Agreement, and the observance and performance of its obligations hereunder, do not (i) violate in any material respect any law or regulation, or any order or decree of any court
or Governmental Authority binding upon Pledgor or contravene any provision of Pledgor’s organizational documents (e.g., charter, articles or certificate of incorporation and by-laws, articles or certificate of formation and limited
liability company operating agreement, partnership agreement, or similar organizational documents) or in any material respect conflict with or result in the breach or termination of, constitute a default under or accelerate or permit the
acceleration of any performance required by, any covenant, indenture or agreement to which Pledgor is a party or by which Pledgor or any of its property is bound or (ii) result in the creation or imposition of any Lien on any property of Pledgor
except for the Lien granted to Agent hereunder. 
  
 (c) Pledgor’s legal name, jurisdiction of organization, chief executive office, and organizational identification number are correctly set forth on Schedule A to this Agreement. 
  

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 (d) None of the Collateral constitutes margin stock (within the meaning of Regulation U
of the Board of Governors of the Federal Reserve System). 
  
 (e) The Collateral and every part thereof is and shall be free and clear of all Liens, except for the security interest of Agent hereunder. Pledgor shall defend the Collateral against any claims and demands of all
persons at any time claiming the same or any interest in the Collateral adverse to the Lenders. 
  
 (f) Pledgor will promptly pay when due all taxes, assessments, and governmental charges and levies upon or against it or its Collateral,
in each case before the same become delinquent and before penalties accrue thereon, unless and to the extent that the same are being contested in good faith by appropriate proceedings which prevent attachment of any lien resulting therefrom,
foreclosure on or other realization upon any Collateral and Pledgor shall have established adequate reserves therefor. 
  
 (g) Pledgor agrees it will not sell, assign or otherwise dispose of the Collateral or any interest therein. 
  
 (h) Pledgor agrees to execute and deliver to Agent such
further agreements, assignments, instruments, and documents, and to do all such other things, as Agent may deem necessary to assure Agent its lien and security interest hereunder, including, without limitation, such assignments, acknowledgments,
stock powers, financing statements, instruments, and documents as Agent may from time to time require in order to comply with the UCC. Pledgor hereby agrees that a carbon, photographic or other reproduction of this Agreement or any such financing
statement is sufficient for filing as a financing statement or similar filing by Agent, without prior notice thereof to Pledgor, in such jurisdictions as are determined by Agent as advisable in order to perfect and/or maintain the perfection and
priority of its security interest hereunder. Pledgor hereby authorizes Agent to file any and all financing statements and similar filings covering any Collateral or any part thereof as Agent may reasonably require in such jurisdictions as are
reasonably determined by Agent in order to perfect and/or maintain the perfection and priority of its security interest hereunder. Agent may order lien searches in order to verify the filing of any financing statement or amendment filed in favor of
the Agent against Pledgor and the Collateral, and the Pledgor shall promptly reimburse Agent, upon request, for all reasonable and documented out-of-pocket costs and expenses incurred in connection with such lien searches. In the event for any
reason the law of any jurisdiction other than New York becomes or is applicable to the Collateral or any part thereof, or to any of the Obligations, Pledgor agrees to execute and deliver all such agreements, assignments, instruments, and documents
and to do all such other things as Agent in its reasonable discretion deems necessary to preserve, protect, and enforce the lien and security interest of Agent under the law of such other jurisdiction. 
  
 (i) Pledgor agrees not to cause any Borrower to breach its
covenants and obligations under any of the Loan Documents. 
  

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 (j) Pledgor agrees that neither it nor any Affiliate of it other than a Borrower will
engage in any alarm services businesses. 
  
 (k)
Pledgor agrees to use its commercially reasonably efforts to obtain landlord waivers, leasehold mortgages and any other similar agreement reasonably requested by the Agent in connection with any real property which Pledgor leases and at which any
Borrower maintains an office or any of its assets (the “Leased Locations”), and hereby irrevocably grants to Agent and the Lenders unrestricted access to all of the Leased Locations to the extent necessary for the Agent and the
Lenders to enforce any of their rights and remedies set forth in the Loan Documents. 
  
 (l) On failure of Pledgor to perform any of the covenants and agreements herein contained, Agent may, at its option, perform the same and
in so doing may expend such sums as Agent reasonably deems necessary in the performance thereof, including, without limitation, the payment of any taxes, liens, and encumbrances, expenditures made in defending against any adverse claim, and all
other expenditures which Agent may be compelled to make by operation of law or which Agent may make by agreement or otherwise for the protection of the security hereof. All such documented sums and amounts so expended shall be repayable by the
Pledgor upon demand, shall constitute additional Obligations secured hereunder. No such performance of any covenant or agreement by Agent on behalf of Pledgor, and no such advancement or expenditure therefor, shall relieve Pledgor of any default
under the terms of this Agreement or in any way obligate any Lender to take any further or future action with respect thereto. Agent, in making any payment hereby authorized, may do so according to any bill, statement or estimate procured from the
appropriate public office or holder of the claim to be discharged without inquiry into the accuracy of such bill, statement or estimate, or into the validity of any tax assessment, sale, forfeiture, tax lien or title or claim, unless Pledgor shall
have provided to Agent written notice (with copies of all related filings and/or correspondence) that it is currently disputing such items with the appropriate authorities and has taken appropriate reserves in connection with such items. Agent is
hereby authorized to charge any account of Pledgor maintained with any Lender for the amount of such sums and amounts so expended. 
  
 Section 6. Provisions Re: Stock Collateral. 
  
 (a) Pledgor has the right to vote the Pledged Securities and there are no restrictions upon the voting rights associated with, or the
transfer of, any of the Pledged Securities, except as (i) provided by federal and state and laws applicable to the sale of securities generally and the terms of this Agreement or (ii) set forth in Pledgor’s organizational documents (e.g.,
charter, articles or certificate of incorporation and by laws, articles or certificate of formation and limited liability company operating agreement, partnership agreement, or similar organizational documents). 
  
 (b) The certificates for all shares of the Pledged Securities
shall be delivered by the Pledgor to Agent duly endorsed in blank for transfer or accompanied by an appropriate assignment or assignments or an appropriate undated stock power or powers, 

  

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in every case sufficient to transfer title thereto. Upon the occurrence and during the continuation of an Event of Default, Agent may cause to be transferred
into its name or into the name of its nominee or nominees any and all of the Pledged Securities and may exchange the certificates representing the Pledged Securities for certificates of smaller or larger denominations. 
  
 (c) The Pledged Securities have been validly issued and are
fully paid and non-assessable. There are no outstanding commitments or other obligations of the issuers of any of the Pledged Securities to issue, and no options, warrants or other rights of any individual or entity to acquire, any share of any
class or series of capital stock of such issuers. The Pledged Securities represented by Holding’s stock certificate #1 for 100 shares, constitute one hundred percent (100%) of the issued and outstanding capital stock of each series and class of
Holdings. Pledgor agrees that in the event Holdings shall issue any additional capital stock of any series or class (whether or not entitled to vote) to Pledgor or otherwise on account of its ownership interest therein, Pledgor will forthwith pledge
and deposit hereunder, or cause to be pledged and deposited hereunder, all such additional shares of such capital stock. 
  
 Section 7. Voting Rights and Dividends. Unless and until an Event of Default hereunder has occurred and is continuing: 
  
 (a) Pledgor shall be entitled to exercise all voting and/or
consensual powers pertaining to the Collateral of Pledgor, or any part thereof, for all purposes not inconsistent with the terms of this Agreement or any other Loan Document. 
  
 (b) Pledgor shall be entitled to receive and retain all dividends and distributions in respect of the
Collateral which are permitted by the terms of the Credit Agreement; provided, however, that such dividends and distributions issued as Stock shall be delivered or transferred, as appropriate, directly to the Agent immediately upon the
receipt thereof by Pledgor and to be held by Agent pursuant hereto as part of the Collateral pledged under and subject to the terms of this Agreement. 
  
 (c) In order to permit Pledgor to exercise such voting and/or consensual powers which it is entitled to exercise under subsection (a)
above and to receive such distributions which Pledgor is entitled to receive and retain under subsection (b) above, Agent will, if necessary, upon the written request of Pledgor, from time to time execute and deliver to Pledgor appropriate proxies
and dividend orders. 
  
 Section 8. Power of Attorney. In
addition to any other powers of attorney contained herein, Pledgor hereby appoints Agent, its nominee, or any other person whom Agent may designate as Pledgor’s attorney-in-fact, with full power and authority effective upon the occurrence and
during the continuation of any Event of Default to ask, demand, collect, receive, receipt for, sue for, compound and give acquittance for any and all sums or properties which may be or become due, payable or distributable in respect of the
Collateral or any part thereof, with full power to settle, adjust or compromise any claim in respect of the Collateral as fully as Pledgor could itself do, to endorse or sign the Pledgor’s name on any assignments, stock powers 

  

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or other instruments of transfer and on any checks, notes, acceptances, money orders, drafts, and any other forms of payment or security in respect of the
Collateral that may come into Agent’s possession and on all documents of satisfaction, discharge or receipt required or requested in connection therewith, and, in its reasonable discretion, to file any claim or take any other action or
proceeding, either in its own name or in the name of Pledgor, or otherwise, which Agent deems necessary to collect or otherwise realize upon all or any part of the Collateral, or effect a transfer thereof, or which may be necessary to protect and
preserve the right, title, and interest of Agent in and to such Collateral and the security intended to be afforded hereby. The Pledgor hereby ratifies and approves all acts of any such attorney-in-fact and agrees that neither Agent nor any such
attorney-in-fact will be liable for any such acts or omissions nor for any error of judgment or mistake of fact or law other than such person’s gross negligence or willful misconduct, as finally determined by a court of competent jurisdiction.
Agent may file one or more financing statements disclosing its security interest in all or any part of the Collateral without Pledgor’s signature appearing thereon, and Pledgor also hereby grants Agent a power of attorney to execute any such
financing statements, and any amendments or supplements thereto, on behalf of Pledgor without notice thereof to Pledgor. The foregoing powers of attorney, being coupled with an interest, are irrevocable until the Termination Date. 
  
 Section 9. Defaults and Remedies. 
  
 (a) The occurrence of any event or the existence of any
condition which is specified as an “Event of Default” under the Credit Agreement shall constitute an “Event of Default” hereunder. 
  
 Upon the occurrence and during the continuation of any Event of Default, Agent shall have, in addition to all other rights provided herein or by law, the
rights and remedies of a secured party under the UCC (regardless of whether the UCC is the law of the jurisdiction where the rights or remedies are asserted and regardless of whether the UCC applies to the affected Collateral), and further Agent
may, (i) without demand and, to the extent permitted by applicable law, without advertisement, notice, hearing or process of law, all of which Pledgor hereby waives to the extent permitted by applicable law, at any time or times, except as specified
below, sell and deliver any or all of the Collateral or any part thereof at public or private sale, at any of Agent’s offices or elsewhere, for cash, on credit or for future delivery, and upon such other terms as the Agent deems commercially
reasonable, and (ii) exercise any and all rights and remedies of the Pledgor under or in connection with the Collateral, consistent with those set forth in Section 9-607 of the UCC. Any net proceeds received by the Agent in connection with its
liquidation of the Collateral as set forth in this section in excess of the amount remaining unpaid on the Obligations, and any amounts required to be paid therefrom by any provision of law, shall be delivered to the Pledgor. Also, if less than all
the Collateral is sold, Agent shall have no duty to marshal or apportion the part of the Collateral so sold as between the Pledgor, or any of them, but may sell and deliver any or all of the Collateral without regard to which of the Pledgor are the
owners thereof. In addition to all other sums due any Lender hereunder, Pledgor shall pay the Lenders all reasonable and documented costs and expenses incurred by the Lenders, including reasonable attorneys’ fees and court costs, in obtaining,
liquidating or enforcing payment of Collateral or in the 

  

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prosecution or defense of any action or proceeding by or against any Lender or Pledgor concerning any matter arising out of or connected with this Agreement
or the Collateral, including, without limitation, any of the foregoing arising in, arising under or related to a case under the United States Bankruptcy Code (or any successor statute). Any requirement of reasonable notice shall be met if such
notice is personally served on or mailed, postage prepaid, to the Pledgor in accordance with Section 13(b) hereof at least ten (10) days before the time of sale or other event giving rise to the requirement of such notice; provided, however,
no notification need be given to a Pledgor if Pledgor has signed, after an Event of Default has occurred, a statement renouncing any right to notification of sale or other intended disposition. Agent shall not be obligated to make any sale or other
disposition of the Collateral regardless of notice having been given. Any Lender may be the purchaser at any such sale. Pledgor hereby waives all of its rights of redemption from any such sale. Agent may postpone or cause the postponement of the
sale of all or any portion of the Collateral by announcement at the time and place of such sale, and such sale may, without further notice, be made at the time and place to which the sale was postponed or Agent may further postpone such sale by
announcement made at such time and place. Agent may sell or otherwise dispose of the Collateral without giving any warranties as to the Collateral or any part thereof, including disclaimers of any warranties of title or the like, and Pledgor
acknowledges and agrees that the absence of such warranties shall not render the disposition commercially unreasonable. 
  
 PLEDGOR AGREES THAT IF ANY PART OF
THE COLLATERAL IS SOLD AT ANY PUBLIC OR PRIVATE SALE, AGENT MAY
ELECT TO SELL ONLY TO A BUYER WHO WILL GIVE FURTHER ASSURANCES,
SATISFACTORY IN FORM AND SUBSTANCE TO AGENT, RESPECTING COMPLIANCE WITH THE
REQUIREMENTS OF THE FEDERAL SECURITIES ACT OF 1933, AS AMENDED, AND APPLICABLE
STATE SECURITIES LAWS, AND SUCH CONDITION SHALL NOT RENDER A SALE
COMMERCIALLY UNREASONABLE. 
  
 PLEDGOR FURTHER AGREES THAT IN ANY SALE OF ANY PART OF THE
COLLATERAL, AGENT IS HEREBY AUTHORIZED TO COMPLY WITH ANY LIMITATION OR
RESTRICTION IN CONNECTION WITH SUCH SALE AS IT MAY BE ADVISED BY
COUNSEL IS NECESSARY IN ORDER TO AVOID ANY VIOLATION OF APPLICABLE
LAW (INCLUDING, WITHOUT LIMITATION, COMPLIANCE WITH SUCH PROCEDURES AS MAY RESTRICT
THE NUMBER OF PROSPECTIVE BIDDERS AND PURCHASERS AND/OR FURTHER RESTRICT
SUCH PROSPECTIVE BIDDERS OR PURCHASERS TO PERSONS WHO WILL REPRESENT AND
AGREE THAT THEY ARE PURCHASING FOR THEIR OWN ACCOUNT FOR INVESTMENT
AND NOT WITH A VIEW TO THE DISTRIBUTION OR RESALE OF SUCH
COLLATERAL), OR IN ORDER TO OBTAIN ANY REQUIRED APPROVAL OF THE SALE
OR OF THE PURCHASER BY ANY GOVERNMENTAL REGULATORY AUTHORITY OR OFFICIAL,
AND PLEDGOR FURTHER AGREES THAT IT SHALL NOT CONTEST, AS A RESULT
OF SUCH COMPLIANCE, THAT SUCH SALE WAS MADE IN A COMMERCIALLY
REASONABLE MANNER, NOR SHALL AGENT BE LIABLE OR ACCOUNTABLE TO PLEDGOR
FOR ANY DISCOUNT ALLOWED BY REASON OF THE FACT THAT SUCH COLLATERAL
IS SOLD IN COMPLIANCE WITH ANY SUCH LIMITATION OR RESTRICTION. 
  
 (b) Without in any way limiting the foregoing, upon the
occurrence and during the continuation of any Event of Default, all rights of the Pledgor to receive and 

  

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retain the distributions in respect of the Collateral which it is entitled to receive and retain pursuant to this Agreement hereof shall, at the option of
the Agent, cease and thereupon become vested in Agent which, in addition to all other rights provided herein or by law, shall then be entitled solely and exclusively to receive and retain the distributions in respect of the Collateral which the
Pledgor would otherwise have been authorized to retain pursuant to this Agreement hereof and all rights of the Pledgor to exercise the voting and/or consensual powers in respect of the Collateral which it is entitled to exercise pursuant to this
Agreement hereof shall, at the option of the Agent, cease and thereupon become vested in Agent which, in addition to all other rights provided herein or by law, shall then be entitled solely and exclusively to exercise all voting and other
consensual powers pertaining to the Collateral and to exercise any and all rights of conversion, exchange or subscription and any other rights, privileges or options pertaining thereto as if Agent were the absolute owner thereof, including, without
limitation, the right to exchange, at its discretion, the Collateral or any part thereof upon the merger, consolidation, reorganization, recapitalization or other readjustment of the respective issuer thereof or upon the exercise by or on behalf of
any such issuer or Agent of any right, privilege or option pertaining to the Collateral or any part thereof and, in connection therewith, to deposit and deliver the Collateral or any part thereof with any committee, depositary, transfer agent,
registrar or other designated agency upon such terms and conditions as Agent may determine. In the event Agent in good faith believes any of the Collateral constitutes restricted securities within the meaning of any applicable securities law, any
disposition thereof in compliance with such laws shall not render the disposition commercially unreasonable. 
  
 (c) The powers conferred upon the Agent hereunder are solely to protect its interest and those of the Lenders in the Collateral and shall
not impose on them any duties to exercise such powers. Agent shall exercise reasonable care in the custody and preservation of the Collateral in its possession or control and shall be deemed to have exercised reasonable care if the Collateral is
accorded treatment substantially equivalent to that which Agent accords its own property, consisting of similar type assets, it being understood, however, that Agent shall have no responsibility for (i) ascertaining or taking any action with respect
to calls, conversions, exchanges, maturities, tenders or other matters relating to any Collateral, whether or not Agent has or is deemed to have knowledge of such matters, (ii) taking any necessary steps to preserve rights against any parties with
respect to any Collateral, or (iii) initiating any action to protect the Collateral or any part thereof against the possibility of a decline in market value. This Agreement constitutes an assignment of rights only and not an assignment of any duties
or obligations of the Pledgor in any way related to the Collateral, and Agent shall have no duty or obligation to discharge any such duty or obligation. Neither Agent nor any party acting as attorney for Agent shall be liable hereunder for any acts
or omissions or for any error of judgment or mistake of fact or law other than such person’s gross negligence or willful misconduct, as finally determined by a court of competent jurisdiction. 
  
 (d) Failure by Agent to exercise any right, remedy or option
under this Agreement or any other agreement between Pledgor and Agent or provided by law, or delay by Agent in exercising the same, shall not operate as a waiver; and no waiver shall 

  

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be effective unless it is in writing, signed by the party against whom such waiver is sought to be enforced and then only to the extent specifically stated.
The rights and remedies of the Agent under this Agreement shall be cumulative and not exclusive of any other right or remedy which the Agent may have. For purposes of this Agreement, an Event of Default shall be construed as continuing after its
occurrence until the same is waived in writing by the Agent or cured. 
  
 Section 10. Application of Proceeds. The proceeds of the Collateral at any time received by Agent upon the occurrence and during the continuation of any Event of Default shall, when received by Agent in cash or its equivalent, be
delivered to the Agent and applied by the Agent in reduction of, or held as collateral security for, the Obligations in accordance with the terms of the Credit Agreement. Any surplus remaining after the full payment and satisfaction of the
Obligations shall be returned to Holdings, as agent for the Pledgors, or to whomsoever the Agent determines is lawfully entitled thereto. 
  
 Section 11. Continuing Agreement. This Agreement shall be a continuing agreement in every respect and shall remain in full force and effect until
the Termination Date. Upon such termination of this Agreement, Agent shall, at the expense of the Pledgor, promptly release all its liens and security interests hereunder and return the Pledged Securities to the Pledgor together with any instruments
and other documents that were tendered to the Agent in connection with the Collateral. 
  
 Section 12. Agent. In acting under or by virtue of this Agreement, Agent shall be entitled to all the rights, authority, privileges, and immunities provided in the Credit Agreement, all of which provisions of
said Credit Agreement are incorporated by reference herein with the same force and effect as if set forth herein in their entirety. Agent hereby disclaims any representation or warranty to the Lenders or any other holders of the Obligations
concerning the perfection of the liens and security interests granted hereunder or in the value of any of the Collateral. 
  
 Section 13. Miscellaneous. 
  
 (a) This Agreement cannot be changed or terminated orally. This Agreement shall create a continuing Lien in the Collateral and shall be
binding upon and inure to the benefit of Pledgor, its successors and assigns, and shall be binding upon and inure, together with the rights and remedies of the Lenders hereunder, to the benefit of the Lenders and their successors and assigns;
provided, however, that no Pledgor may assign its rights or delegate its duties hereunder without the Agent’s prior written consent. Without limiting the generality of the foregoing, and subject to the provisions of the Credit Agreement,
any Lender may assign or otherwise transfer any indebtedness held by it secured by this Agreement to any other person, and such other person shall thereupon become vested with all the benefits in respect thereof granted to such Lender herein or
otherwise. 
  
 (b) Except as otherwise specified
herein, all notices hereunder shall be in writing (including, without limitation, notice by telecopy) and shall be given to the relevant party at its address or telecopier number set forth below, or such other address or 
  

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 telecopier number as such party may hereafter specify by notice to the other given as herein provided.
Notices hereunder shall be addressed: 
  

					
	to the Pledgor at:	 	to Agent at:	 	 
			
	 	 	CIT Financial USA, Inc.	 	 
	Devcon International Corp.	 	Communications and Media Finance	 	 
	1350 E. Newport Center Drive, #201	 	1 CIT Drive	 	 
	Deerfield Beach, FL 33442	 	Livingston, NJ 07039	 	 
	Attention: President	 	Attention: Vice President of Credit	 	 
	Telecopier No.: 954-429-1506	 	Telecopier No.: 973-535-1816	 	 
	Telephone No.: 954-429-1500	 	Telephone No.: 973-422-3282	 	 

  
 Each such notice, request or other
communication shall be effective (i) if given by telecopier, when such telecopy is transmitted to the telecopier number specified in this Section during normal business hours of the recipient (with such telecopy promptly confirmed by delivery of a
copy by personal delivery or United States Mail as otherwise provided herein), (ii) if given by United States Mail, five (5) Business Days after such communication is deposited in the United States Mail, certified or registered with return receipt
requested, addressed as aforesaid, (iii) if hand-delivered by messenger, when delivered at the addresses specified in this Section or (iv) one (1) Business Day after deposit with a reputable overnight courier with all charges prepaid. 
  
 (c) In the event and to the extent that any provision hereof
shall be deemed to be invalid or unenforceable by reason of the operation of any law or by reason of the interpretation placed thereon by any court, this Agreement shall to such extent be construed as not containing such provision, but only as to
such jurisdictions where such law or interpretation is operative, and the invalidity or unenforceability of such provision shall not affect the validity of any remaining provision hereof, and any and all other provisions hereof which are otherwise
lawful and valid shall remain in full force and effect. Without limiting the generality of the foregoing, in the event that this Agreement shall be deemed to be invalid or otherwise unenforceable with respect to Pledgor, such invalidity or
unenforceability shall not affect the validity of this Agreement with respect to the other Pledgor. 
  
 (d) The lien and security interest herein created and provided for stand as direct and primary security for the Obligations of the
Borrowers arising under or otherwise relating to the Credit Agreement as well as for the other Obligations secured hereby. No application of any sums received by the Lenders in respect of the Collateral or any disposition thereof to the reduction of
the Obligations or any part thereof shall in any manner entitle Pledgor to any right, title or interest in or to the Obligations or any collateral security therefor, whether by subrogation or otherwise, unless and until the Termination Date. Pledgor
acknowledges and agrees that the Lien hereby created and provided for in respect of the Collateral is absolute and unconditional and shall not in any manner be affected or impaired by any acts or omissions whatsoever of any Lender (other than such
Lender’s or other holder’s willful misconduct or gross negligence, as finally determined by a court of competent jurisdiction) or any other holder of any of the 

  

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Obligations, and without limiting the generality of the foregoing, the Lien hereof shall not be impaired by any acceptance by any Lender or any other holder
of any of the Obligations of any other security for or guarantors upon any Obligations or by any failure, neglect or omission on the part of any Lender or any other holder of any of the Obligations to realize upon any of the Obligations or any
collateral security therefor. The lien and security interest in respect of the Collateral shall not in any manner be impaired or affected by (and the Lenders, without notice to anyone, are hereby authorized to make from time to time) any sale,
pledge, surrender, compromise, settlement, release, renewal, extension, indulgence, alteration, substitution, exchange, change in, modification or disposition of any of the Obligations or of any collateral security therefor, or of any guaranty
thereof, or of any instrument or agreement setting forth the terms and conditions pertaining to any of the foregoing. The Lenders may at their discretion at any time grant credit to any Borrower without notice to the Pledgor in such amounts and on
such terms as the Lenders may elect without in any manner impairing the lien and security interest hereby created and provided for. In order to realize hereon and to exercise the rights granted the Lenders hereunder and under applicable law, there
shall be no obligation on the part of any Lender or any other holder of any of the Obligations at any time to first resort for payment to any Borrower or to any guaranty of the Obligations or any portion thereof or to resort to any other collateral
security, property, liens or any other rights or remedies whatsoever, and the Lenders shall have the right to enforce this Agreement as against Pledgor or any of its Collateral irrespective of whether or not other proceedings or steps seeking resort
to or realization upon or from any of the foregoing are pending. 
  
 (e) This Agreement may be executed in any number of counterparts and by different parties hereto on separate counterpart signature pages, each constituting an original, but all together one and the same instrument.
Pledgor acknowledges that this Agreement is and shall be effective upon its execution and delivery by Pledgor to AGENT, and it shall not be necessary for Agent to execute this Agreement or any other acceptance hereof or otherwise to
signify or express its acceptance hereof. 
  
 (f)
This Agreement shall be governed by, and construed in accordance with, the laws of the State of New York. The headings in this Agreement are for convenience of reference only and shall not limit or otherwise affect the meaning of any provision
hereof. 
  
 (g) Pledgor hereby submits to the
exclusive jurisdiction of the State or Federal Courts located in the State of New York, for purposes of all legal proceedings arising out of or relating to this Agreement or the transactions contemplated hereby. Pledgor irrevocably waives, to the
fullest extent permitted by law, any objection which it may now or hereafter have based upon lack of personal jurisdiction, improper venue or forum non conveniens. PLEDGOR AND, BY
ACCEPTING THE BENEFITS OF THIS AGREEMENT, EACH LENDER HEREBY IRREVOCABLY WAIVES
ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING
ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS
CONTEMPLATED HEREBY. 
  

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 [SIGNATURE PAGES TO FOLLOW] 
  

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 IN WITNESS WHEREOF, Pledgor has caused this Pledge Agreement
to be duly executed and delivered as of the date first above written. 
  

			
	PLEDGOR:
	
	DEVCON INTERNATIONAL CORP.
		
	By:	 	 /s/    Stephen J. Ruzika


	Name:	 	Stephen J. Ruzika
	Title:	 	President


  
 Acknowledged and
agreed to as of the date first above written. 
  

			
	CIT FINANCIAL USA, INC., as Agent
		
	By:	 	 /s/    Michael V. Monahan


	Name:	 	Michael V. Monahan
	Title:	 	Vice President


  

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 SCHEDULE A TO PLEDGE AGREEMENT

  
 ORGANIZATIONAL INFORMATION

  

							
	 NAME OF PLEDGOR

	 	 STATE OF
 ORGANIZATION

	 	 ORGANIZATION
 NO.

	 	 CHIEF EXECUTIVE OFFICE


	Devcon International Corp.	 	Florida	 	167513	 	 1350 E. Newport Center Drive, Suite 201
 Deerport Beach, FL 33442


  

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