GRANTED
HEREUNDER SHALL TERMINATE WHEN ALL OF THE SECURED OBLIGATIONS (OTHER THAN THOSE
SECURED OBLIGATIONS RELATING TO THE HEDGING OBLIGATIONS) HAVE BEEN PAID IN FULL
IN CASH AND THE LENDERS HAVE NO FURTHER COMMITMENT TO LEND UNDER THE CREDIT
AGREEMENT, THE LC EXPOSURE HAS BEEN REDUCED TO ZERO AND THE ISSUING BANK HAS NO
FURTHER OBLIGATION TO ISSUE LETTERS OF CREDIT UNDER THE CREDIT AGREEMENT.
UPON
SUCH TERMINATION, ADMINISTRATIVE AGENT SHALL RETURN ALL PLEDGED COLLATERAL IN
ITS POSSESSION TO THE RESPECTIVE PLEDGORS AND WILL, AT THE SOLE COST AND EXPENSE
OF THE PLEDGORS, EXECUTE SUCH DOCUMENTS, WITHOUT RECOURSE OR WARRANTY, AS
PLEDGORS DEEM REASONABLY NECESSARY TO RELEASE ANY INTERESTS HELD BY
ADMINISTRATIVE AGENT OR THE SECURED PARTIES IN THE PLEDGED COLLATERAL.
27.
ADDITIONAL PLEDGED COLLATERAL.
IN THE EVENT THAT THE ANY PLEDGOR IS
REQUIRED, UNDER THE TERMS OF ANY LOAN DOCUMENT OR OTHERWISE, TO PLEDGE AND
HYPOTHECATE ANY COLLATERAL AFTER THE CLOSING DATE, SUCH PLEDGOR SHALL PLEDGE AND
HYPOTHECATE SUCH COLLATERAL, AND BE BOUND WITH RESPECT TO SUCH COLLATERAL BY ALL
OF THE TERMS AND CONDITIONS HEREOF, BY DELIVERY TO THE ADMINISTRATIVE AGENT OF
AN EXECUTED COUNTERPART OF A SUPPLEMENT TO SUBSIDIARY PLEDGE AGREEMENT IN THE
FORM OF EXHIBIT A ATTACHED HERETO.
28.
ADDITIONAL PLEDGORS.
PURSUANT TO SECTION 5.10 OF THE CREDIT AGREEMENT,
EACH SUBSIDIARY THAT THAT IS REQUIRED TO BECOME A SUBSIDIARY LOAN PARTY AFTER
THE DATE OF THE CREDIT AGREEMENT IS REQUIRED TO ENTER INTO THIS AGREEMENT AS A
PLEDGOR UPON BECOMING SUCH A SUBSIDIARY LOAN PARTY.
UPON EXECUTION AND DELIVERY
AFTER THE DATE HEREOF BY THE ADMINISTRATIVE AGENT AND SUCH SUBSIDIARY OF AN
INSTRUMENT IN THE FORM OF EXHIBIT B, SUCH SUBSIDIARY SHALL BECOME A PLEDGOR
HEREUNDER WITH THE SAME FORCE AND EFFECT AS IF ORIGINALLY NAMED AS A PLEDGOR
HEREIN.
THE EXECUTION AND DELIVERY OF ANY INSTRUMENT ADDING AN ADDITIONAL
PLEDGOR AS A PARTY TO THIS PLEDGE AGREEMENT SHALL NOT REQUIRE THE CONSENT OF ANY
OTHER PLEDGOR HEREUNDER.
THE RIGHTS AND OBLIGATIONS OF EACH PLEDGOR HEREUNDER
SHALL REMAIN IN FULL FORCE AND EFFECT NOTWITHSTANDING THE ADDITION OF ANY NEW
PLEDGOR AS A PARTY TO THIS PLEDGE AGREEMENT.
[Signature Pages Follow]
17
IN WITNESS WHEREOF, each Pledgor has caused this Pledge Agreement to be executed
and delivered by its duly authorized officer as of the date first set forth
above.
AAI SERVICES CORPORATION
By:
/s/
Name:
Title:
AAI/ACL TECHNOLOGIES, INC.
By:
/s/
Name:
Title:
AAI CORPORATION
By:
/s/
Name:
Title:
[SIGNATURE PAGE TO PLEDGE AGREEMENT]
Acknowledged and Agreed to:
SUNTRUST BANK,
as Administrative Agent
By:
/s/
Name:
Title: