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PLEDGE AGREEMENT
THIS PLEDGE AGREEMENT made as of March 28, 1996, by and among MASADA
SECURITY HOLDINGS, INC., a Delaware corporation (the "Pledgor"); and CANADIAN
IMPERIAL BANK OF COMMERCE, NEW YORK AGENCY, as Administrative Agent (the
"Agent") for the financial institutions who are or who become Lenders under,
and as defined in, the Credit Agreement referred to below and any Affiliates of
such Lenders with whom the Debtor shall maintain any agreements relating to
protection against interest rate fluctuations, exchange rates or forward rates
or other so-called "rate hedging" obligations (collectively, the "Secured
Parties").
RECITALS
A. The Pledgor is the owner of 100% of the issued and outstanding
securities of Masada Security, Inc., a Delaware corporation (the "Borrower").
B. The Borrower, the Secured Parties, SunTrust Bank, Central Florida,
N.A., as Co-Agent, and the Agent are entering into a Credit Agreement of even
date herewith (as the same may be amended, restated, renewed, replaced,
supplemented or otherwise modified from time to time, the "Credit Agreement")
pursuant to which the Secured Parties are extending credit to the Borrower.
(Capitalized terms used herein without definition have the meanings assigned to
them in the Credit Agreement.)
C. It is a condition to the Secured Parties' willingness to enter into
the Credit Agreement and provide to the Borrower the financing contemplated
thereby that (i) the Pledgor shall have delivered its Guaranty in favor of
Agent unconditionally guaranteeing the Obligations of the Borrower, and (ii)
that the Pledgor shall have pledged to the Secured Parties and the Agent, for
the benefit of the Secured Parties, all of the issued and outstanding capital
stock of the Borrower.
D. The Pledgor will benefit materially from the extension of credit to the
Borrower contemplated by the Credit Agreement and, as a material inducement to
Secured Parties to enter into the Credit Agreement and to extend credit to the
Borrower as contemplated thereby, wishes hereby to pledge to the Agent and the
Secured Parties all of the issued and outstanding capital stock of the
Borrower.
NOW THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged by each of the parties hereto, the
parties hereby agree as follows:
SECTION 1. PLEDGE.
For good and valuable consideration, the receipt and sufficiency of which
is hereby acknowledged, the Pledgor hereby delivers, pledges, grants security
interests in and assigns to the Agent and each of the Secured Parties the
securities, shares of capital stock, warrants and options of the Borrower
standing in the Pledgor's name as more particularly described on EXHIBIT A
attached hereto (all in suitable form for transfer by delivery or accompanied
by duly executed instruments of transfer or assignments in blank, and any
required transfer tax stamps), as collateral security for (i) the payment and
performance of all obligations of the Pledgor under its Guaranty and the
payment and performance of all obligations of the Borrower under the
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Credit Agreement; (ii) the due and punctual payment of the Notes, as defined in
the Credit Agreement and issued pursuant thereto, to any of the Secured
Parties, including, without limitation, all interest payable on the Notes at
the interest rates provided therein and in the Credit Agreement, regardless of
the extent allowed as a claim in any proceeding in respect of the bankruptcy,
reorganization or insolvency of the Borrower (a "Reorganization"); (iii) the
due and punctual payment of any of the Borrower's notes or instruments as may
hereafter from time to time be issued in addition to, in place of or in
amendment of the Notes under the Credit Agreement, including, without
limitation, all interest payable on such notes or instruments at the interest
rates provided therein, regardless of the extent allowed as a claim in any
Reorganization; (iv) the payment and performance of all indebtedness,
liabilities and obligations of the Borrower under the other Collateral
Documents contemplated by the Credit Agreement; (v) the payment and performance
of all obligations, indebtedness and liabilities of the Borrower's affiliates
to any of the Agent or the Secured Parties under the other Collateral Documents
contemplated by the Credit Agreement; (vi) the performance of all of the
obligations of the Borrower to the Agent and the Secured Parties contained in
any of the Transaction Documents contemplated by the Credit Agreement; and
(vii) the payment of all other future advances and other obligations of the
Borrower to any of the Secured Parties including, without limitation any future
loans and advances made to the Borrower by any of the Secured Parties prior to,
during or following any Reorganization, and any and all other indebtedness,
liabilities and obligations of the Borrower to any of the Secured Parties or
the Agent of every kind and description, direct, indirect or contingent, now or
hereafter existing, due or to become due under the Credit Agreement and the
other Transaction Documents (all of the foregoing hereinafter called the
"Obligations").
The Pledgor shall promptly pledge and deposit hereunder with the Agent,
any stock, securities, warrants, options or other rights to acquire shares of
the capital stock of the Borrower acquired by the Pledgor in addition to the
securities referred to on EXHIBIT A attached hereto, whether by (i) new
purchase or (ii) new issuance or by declaration of a dividend or distribution
with respect to, or a split of, or conversion of, any securities now or
hereafter held in pledge (all in suitable form for transfer by delivery or
accompanied by (a) duly executed instruments of transfer or assignments in
blank, and (b) any required transfer tax stamps). Such stock, equity
securities, warrants, options, voting or other rights shall stand pledged and
assigned as collateral security for the Obligations in the same manner as the
property described in the first paragraph hereof and this paragraph. Nothing
contained in this SECTION 1 shall be deemed to permit any issuances of debt or
equity securities, exercise of rights, distributions, payments or other actions
not otherwise expressly permitted by the Credit Agreement. (All of the
property described in the first paragraph hereof and this paragraph is
hereinafter collectively called the "Pledged Securities".)
SECTION 2. REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE PLEDGOR.
The Pledgor hereby represents, warrants and covenants as follows:
(a) Except for the security interest and pledge hereunder and
any security interest and pledge permitted under the Credit
Agreement, (i) the Pledgor is the sole legal and beneficial owner of
the Pledged Securities and holds the Pledged Securities free and
clear of any lien, security interest, encumbrance or restriction on
transfer (in the case of restrictions on transfer, except as may be
imposed by any
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state or local governmental authorities), (ii) there are no
restrictions upon the voting rights of any of the Pledged Securities
(other than as may be imposed by any state or local governmental
authorities), (iii) the Pledged Securities are duly and validly
issued, fully paid and non-assessable and (iv) the Pledgor has the
right to pledge said securities to the Agent hereunder free of any
encumbrances.
(b) The Pledgor shall promptly pay any and all taxes,
assessments and governmental charges upon the Pledged Securities
pledged by the Pledgor hereunder when due other than those contested
in good faith by appropriate proceedings for which adequate funds
for the payment thereof shall have been set aside.
(c) The Pledgor shall not sell or otherwise assign, transfer
or dispose of the Pledged Securities or any interest therein during
such time as they shall be pledged to the Secured Parties as
contemplated hereby.
(d) The Pledgor shall keep the Pledged Securities free from
any lien, security interest or encumbrance except for that which is
provided hereby and shall defend such Pledged Securities against all
claims and demands of all persons at any time claiming any interest
therein.
(e) The Pledged Securities are duly and validly issued, fully
paid and nonassessable and each certificate or instrument evidencing
the Pledged Securities is issued in the name of the Pledgor as
described on EXHIBIT A.
(f) The Pledged Securities represent, and the Pledgor is the
legal and beneficial holder of, all of the issued and outstanding
capital stock of the Borrower.
SECTION 3. RIGHT TO RECEIVE DISTRIBUTIONS ON PLEDGED SECURITIES.
(a) Unless and until an Event of Default (as defined in SECTION 5 hereof)
has occurred and is continuing, and if the Agent, at the Secured Parties'
direction, shall have notified the Pledgor in writing of its election to
exercise the Agent's rights under this SECTION 3, the Pledgor shall be entitled
to receive and retain for its own use any and all dividends, interest and other
payments and distributions made upon or with respect to the Pledged Securities
(subject to any restrictions thereon set forth in the Credit Agreement or any
other Transaction Document referred to therein), except
(i) stock dividends;
(ii) dividends payable in securities or other property (except
cash dividends or distributions);
(iii) dividends or distributions on dissolution or on partial
or total liquidation or in connection with a reduction of capital,
capital surplus or paid-in surplus; and
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(iv) any other securities issued with respect to or in lieu of
the Pledged Securities in any manner whatsoever (whether upon
conversion of any convertible securities included therein or through
stock split, spin-off, split-off, reclassification, merger,
consolidation, sale of assets, combination of shares or otherwise).
All of the foregoing, together with all new, substituted or additional shares
of capital stock, warrants, options, notes or other rights, or other securities
issued in addition to or in respect of all or any of the Pledged Securities
shall be delivered to the Agent hereunder as required by SECTION 1 hereof, to
be held as collateral pursuant to the terms hereof in the same manner as the
Pledged Securities delivered to the Agent on the date hereof. The Pledgor
shall have the right to receive and retain all dividends, distributions,
principal, interest and other payments made upon or with respect to the Pledged
Securities, except those which the Agent is specifically authorized to receive
as provided above, and the Agent at the Secured Parties' direction shall take
all such action as may be necessary or appropriate to give effect to such
right. From time to time upon receiving a written request from the Pledgor
accompanied by a certificate signed by the Pledgor stating that no Event of
Default has occurred and is continuing, the Agent shall deliver to the Pledgor
suitable assignments and orders for the payment to the Pledgor or upon its
order of all dividends, distributions, principal, interest and other payments
to which the Pledgor is entitled as aforesaid, upon or with respect to any
Pledged Securities which are registered or standing in the name of the Agent.
Nothing in this SECTION 3 shall be deemed to permit any issuance of debt or
equity securities, exercise of rights, distributions, payments or other actions
not otherwise expressly permitted by the Credit Agreement.
(b) Notwithstanding any provision herein to the contrary, if any Event of
Default shall have occurred and be continuing, upon the giving of the written
notice referred to in subsection (a) above, then and whether or not any holder
of the Obligations exercises any available option to declare such Obligations
due and payable or seeks or pursues any other relief or remedy available to
such holder under this Pledge Agreement or any instrument or agreement
evidencing or securing any Obligations, all dividends, distributions, or
interest or principal payments, as the case may be, on the Pledged Securities
shall be paid directly to the Agent on behalf of the Secured Parties, and
retained by it as part of the Pledged Securities, subject to the terms of this
Pledge Agreement, and, if the Agent shall so request in writing, the Pledgor
agrees to execute and deliver to the Agent appropriate additional distribution
and other orders and documents to that end.
SECTION 4. RIGHT TO VOTE PLEDGED SECURITIES.
(a) Unless and until an Event of Default has occurred and is continuing,
and if the Agent at the Secured Parties' direction shall have notified the
Pledgor in writing of its election to exercise the Agent's rights under this
SECTION 4, the Pledgor shall have the right, from time to time, to vote and to
give consents, ratifications and waivers with respect to the Pledged Securities
and to exercise conversion rights with respect to any convertible securities
included therein (provided, however, that no vote shall be cast, and no consent
shall be given or shareholder action taken, which would have the effect of
impairing the position or interest of the Agent and the Secured Parties with
respect to the Pledged Securities or which would authorize or effect any action
then prohibited by the Credit Agreement or any other Transaction Document
referred to therein).
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(b) Notwithstanding any provision herein to the contrary, if any Event of
Default shall have occurred and be continuing, upon the giving of the written
notice referred to in subsection (a) above, then and whether or not any holder
of the Obligations exercises any available option to declare such Obligations
due and payable or seeks or pursues any other relief or remedy available to
such holder under this Pledge Agreement or any instrument or agreement
evidencing or securing any Obligations, the Agent, or its nominee, shall
forthwith, without further action on the part of any person, have the sole and
exclusive right to exercise all voting and other powers of ownership pertaining
to the Pledged Securities and shall exercise such powers in such manner as the
Agent, at the Secured Parties' direction, shall determine to be necessary,
appropriate or advisable. The Pledgor hereby agrees to execute and deliver to
the Agent such additional powers, authorizations, proxies, dividends and such
other documents as the Agent may reasonably request to secure to the Agent the
rights, powers and authority intended to be conferred upon the Agent by this
subsection (b).
SECTION 5. EVENTS OF DEFAULT.
The Pledgor shall be in default under this Pledge Agreement upon the
occurrence of any of one of the following events (herein referred to as an
"Event of Default"):
(a) default by Pledgor in the due observance or performance of any
covenant or agreement contained herein, which default, if curable, is not cured
within 10 days of the earlier of receipt by the Pledgor of notice thereof or
the Pledgor's actual knowledge thereof;
(b) breach by the Pledgor of any representation or warranty herein
contained; or
(c) the occurrence of any "Event of Default" under (and as defined) in the
Credit Agreement.
SECTION 6. REMEDIES UPON EVENT OF DEFAULT.
(a) If any Event of Default shall occur, the Agent on behalf of the
Secured Parties may exercise all the rights and remedies of a secured party
under the Uniform Commercial Code. Without limitation of the foregoing, unless
the Obligations shall have been paid in full in cash, the Agent at the Secured
Parties' direction, may, in the Secured Parties' sole discretion, without
further demand, advertisement or notice, except as expressly provided for in
subsection (i) below, apply the cash, if any, then held by it as collateral
hereunder, for the purposes and in the manner provided in SECTION 7 hereof,
and, if there shall be no such cash or the cash so applied shall be
insufficient to make payment in full of all payments provided in SECTION 7
hereof,
(i) Sell the Pledged Securities, or any part thereof, in one
or more sales, at public or private sale, conducted by any officer
or agent of the Agent, at a place of business of the Agent or
elsewhere, for cash, upon credit or future delivery, and at such
price or prices as the Agent shall, in a commercially reasonable
manner, determine, and, to the extent permitted by law, the Agent or
any Secured Party may be the purchaser of any or all of the Pledged
Securities so sold. Upon any such sale, the Agent shall have the
right to deliver, assign and transfer to the purchaser
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thereof the Pledged Securities so sold. Each purchaser (including
the Agent or any Secured Party) at any such sale shall hold the
Pledged Securities so sold, absolutely free from any claim or right
of whatsoever kind, including, without limitation, any equity or
right of redemption of the Pledgor which the Pledgor, to the extent
it may lawfully do so, hereby specifically waives. The Agent shall
give the Pledgor at least 15 days' advance written notice of any
such public or private sale. The Agent shall not be obligated to
make any sale pursuant to any such notice. The Agent may, without
notice or publication, adjourn any public or private sale from time
to time by announcement at the time and place fixed for such sale,
or any adjournment thereof, and any such sale may be made at any
time or place to which the same may be so adjourned without further
notice or publication. In case of any sale of all or any part of
the Pledged Securities for credit or for future delivery, the
Pledged Securities so sold may be retained by the Agent until the
selling price is paid by the purchaser thereof, but the Agent shall
not incur any liability in case of the failure of such purchaser to
pay for the Pledged Securities so sold, and in case of any such
failure, such Pledged Securities may again be sold under and
pursuant to the provisions hereof; or
(ii) Proceed by a suit or suits at law or in equity to
foreclose upon this Pledge Agreement and sell the Pledged
Securities, or any portion thereof, under a judgment or decree of a
court or courts of competent jurisdiction.
(b) If at any time when the Agent at the Secured Parties' direction shall
determine to exercise its right to sell all or any part of the Pledged
Securities pursuant to subsection (a)(i) of this Section, such Pledged
Securities or the part thereof to be sold shall not, for any reason whatsoever,
be effectively registered under the Securities Act of 1933, as from time to
time in effect (the "Securities Act") or the securities laws of any state, the
Agent, at the Secured Parties' direction, in their sole and absolute
discretion, is hereby expressly authorized to sell such Pledged Securities or
such part thereof by private sale in such manner and under such circumstances
as the Agent and the Secured Parties may deem commercially reasonable in order
that such sale may legally be effected without such registration. The Agent
and the Secured Parties shall sell all or any part of the Pledged Securities at
a price which they deem commercially reasonable under the circumstances.
(c) The Agent as attorney-in-fact pursuant to SECTION 8 hereof may, in the
name and stead of the Pledgor, make and execute all conveyances, assignments
and transfers of the Pledged Securities sold in accordance with this Agreement.
The Pledgor shall, if so reasonably requested by the Agent, ratify and confirm
any sale or sales by executing and delivering to the Agent, or to such
purchaser or purchasers, all such instruments as may, in the reasonable
judgment of the Agent, be advisable for such purpose.
(d) The receipt of the Agent of the purchase money paid at any such sale
made by it shall be a sufficient discharge therefor to any purchaser (other
than the Agent) of the Pledged Securities, or any portion thereof, sold as
aforesaid; and no such purchaser (or his or its representatives or assigns)
(other than the Agent), after paying such purchase money and receiving such
receipt, shall be bound to see to the application of such purchase money or any
part thereof or in any manner whatsoever be answerable for any loss,
misapplication or
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nonapplication of any such purchase money, or any part thereof, or be bound to
inquire as to the authorization, necessity, expediency or regularity of any
such sale.
SECTION 7. APPLICATION OF PROCEEDS.
The proceeds of any sale, or of collection, of all or any part of the
Pledged Securities shall be applied by the Agent, without any marshalling of
assets, in the following order:
(a) first, to the payment of all of the costs and expenses of such
sale, including, without limitation, reasonable legal fees, and all
other reasonable expenses, liabilities and advances made or incurred by
the Agent or the Secured Parties in connection therewith (including
reasonable costs and expenses incurred in connection with any
bankruptcy, reorganization or insolvency proceeding);
(b) second, to the payment of the Obligations in such order as the
Secured Parties, in their sole discretion, shall determine, until
payment in full thereof; and
(c) finally, to the Pledgor, its successors and assigns, or to
whomsoever may be lawfully entitled to receive the same.
SECTION 8. THE AGENT APPOINTED ATTORNEY-IN-FACT.
The Pledgor hereby appoints the Agent as the Pledgor's lawful attorney,
with full power of substitution, in the name of the Pledgor, for the sole use
and benefit of the Agent on behalf of the Secured Parties, but at the Pledgor's
expense, to take any action and execute any instruments which the Agent may
deem necessary or advisable to accomplish the purposes hereof. Such
appointment as attorney is irrevocable and coupled with an interest.
SECTION 9. RECORD OWNERSHIP OF PLEDGED SECURITIES.
Upon the occurrence of an Event of Default and subject to the requirements
of mandatory law, the Agent may cause, upon receipt of written notification to
the Pledgor, any or all of the Pledged Securities to be transferred of record
into the Agent's name. The Pledgor shall, upon request, promptly give to the
Agent copies of any notices or other communications received by the Pledgor
with respect to the Pledged Securities registered in the name of Pledgor.
SECTION 10. NO WAIVER.
No failure on the part of the Agent or the Secured Parties to exercise,
and no delay on the part of the Agent or the Secured Parties in exercising, any
right, power or remedy hereunder shall operate as a waiver thereof; nor shall
any single or partial exercise by the Agent or the Secured Parties of any
right, power or remedy hereunder preclude any other or further right, power or
remedy.
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SECTION 11. SURVIVAL OF OBLIGATIONS; TERMINATION OF PLEDGE.
This Agreement and the warranties, representations, agreements and
covenants contained herein and in any certificates or instruments delivered
pursuant hereto shall survive the making of the Loans and the execution and
delivery of the Notes, regardless of any investigation made by the Agent or the
Secured Parties or any person on behalf of the Agent or the Secured Parties,
and shall continue for so long as any of the Obligations shall remain
outstanding or any of the Secured Parties shall have any obligation to advance
funds to the Borrower. Upon the repayment and performance in full of all the
Obligations and the expiration or termination of any obligations of the Secured
Parties to advance funds to the Borrower, the Agent shall forthwith assign,
transfer and deliver to the Pledgor or its assignees, without representation,
warranty or recourse, against appropriate receipts, all the Pledged Securities,
if any, then held by it in pledge hereunder and all duly executed instruments
of transfer or assignments in blank relating thereto and any other property
held by the Agent pursuant to this Agreement free and clear of the lien of this
Agreement and the other Transaction Documents, except that such liens shall
survive with respect to any payment made or received by the Secured Parties in
respect of the Obligations that is subsequently voided as a fraudulent
conveyance, preference or otherwise.
SECTION 12. JURISDICTION.
THE PLEDGOR, TO THE EXTENT THAT IT MAY LAWFULLY DO SO, HEREBY CONSENTS TO
THE EXCLUSIVE JURISDICTION OF THE COURTS OF THE STATE OF NEW YORK AND THE
UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW YORK, AS WELL AS
TO THE JURISDICTION OF ALL COURTS TO WHICH AN APPEAL MAY BE TAKEN FROM SUCH
COURTS, FOR THE PURPOSE OF ANY SUIT, ACTION OR OTHER PROCEEDING ARISING OUT OF
ANY OF ITS OBLIGATIONS ARISING HEREUNDER OR WITH RESPECT TO THE TRANSACTIONS
CONTEMPLATED HEREBY, AND EXPRESSLY WAIVES ANY AND ALL OBJECTIONS IT MAY HAVE AS
TO VENUE, INCLUDING, WITHOUT LIMITATION, THE INCONVENIENCE OF SUCH FORUM, IN
ANY OF SUCH COURTS. IN ADDITION, TO THE EXTENT THAT IT MAY LAWFULLY DO SO, THE
PLEDGOR CONSENTS TO THE SERVICE OF PROCESS BY PERSONAL SERVICE OR U.S.
CERTIFIED OR REGISTERED MAIL, RETURN RECEIPT REQUESTED, ADDRESSED TO THE
PLEDGOR AT THE ADDRESS PROVIDED HEREIN. TO THE EXTENT THE PLEDGOR HAS OR
HEREAFTER MAY ACQUIRE ANY IMMUNITY FROM JURISDICTION OF ANY COURT OR FROM ANY
LEGAL PROCESS (WHETHER THROUGH SERVICE OR NOTICE, ATTACHMENT PRIOR TO JUDGMENT
ATTACHMENT IN AID OF EXECUTION OR OTHERWISE) WITH RESPECT TO IT OR ITS
PROPERTY, THE PLEDGOR HEREBY IRREVOCABLY WAIVES SUCH IMMUNITY IN RESPECT OF ITS
OBLIGATIONS UNDER THIS AGREEMENT.
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SECTION 13. WAIVER OF JURY TRIAL.
THE PLEDGOR HEREBY VOLUNTARILY AND IRREVOCABLY WAIVES TRIAL BY JURY IN ANY
ACTION BROUGHT ON OR WITH RESPECT TO THIS AGREEMENT OR ANY OTHER AGREEMENTS
EXECUTED IN CONNECTION HEREWITH.
SECTION 14. SUCCESSORS AND ASSIGNS.
This Agreement shall be binding upon and inure to the benefit of the
heirs, successors and assigns of the Pledgor, the Agent and each of the Secured
Parties, and any subsequent holder of any of the Obligations.
SECTION 15. ADDITIONAL INSTRUMENTS AND ASSURANCE.
The Pledgor hereby agrees, at the Pledgor's own expense, to execute and
deliver, from time to time, any and all further, or other, instruments, and to
perform such acts, as shall be reasonably required to effect the purposes of
this Agreement and to secure to the Agent and the Secured Parties, and to all
persons who may from time to time be the holder of any of the Obligations, the
benefits of all right, authorities and remedies conferred upon Agent and the
Secured Parties by the terms of this Agreement.
SECTION 16. NOTICES.
All notices, requests, demands and other communications provided for
hereunder shall be in writing (including telecopied communication) and mailed
or telecopied or delivered to the applicable party at the addresses indicated
below.
If to the Agent or the Secured Parties:
Canadian Imperial Bank of Commerce, New York Agency
000 Xxxxxxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xx. Xxxxxx X. Xxxxxxxx
Telecopy No.: (000) 000-0000
with a copy (which shall not constitute notice) to:
Xxxxxxxxx X. Xxxxxxx, Esquire
Xxxxxxx & Xxxxxx
000 Xxxxxxx Xxxxxx
00xx Xxxxx
Xxxxxx, Xxxxxxxxxxxxx 00000
Telecopy No: (6l7) 439-4170
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If to the Pledgor:
Masada Security Holdings, Inc.
000 Xxxxx 00xx Xxxxxx, Xxxxx 000
Xxxxxxxxxx, Xxxxxxx 00000
Attention: Xx. Xxxxx X. Xxxxxx
Telecopy No.: (000) 000-0000
with a copy (which shall not constitute notice) to:
Xxxxx X. Xxxx, III, Esquire
Xxxx & Xxxxxx
Suite 3100, Southtrust Tower
000 Xxxxx Xxxxxxxxx Xxxxxx
Xxxxxxxxxx, Xxxxxxx 00000
Telecopy: (000) 000-0000
or, as to each party, at such other address as shall be designated by such
parties in a written notice to the other parties complying as to delivery with
the terms of this Section. All such notices, requests, demands and other
communication shall be deemed given upon receipt by the party to whom such
notice is directed.
SECTION 17. SEVERABILITY.
In case any one or more of the provisions of this Agreement shall for any
reason be held to be invalid, illegal or unenforceable in any respect, such
invalidity, illegality or unenforceability shall not affect any other provision
hereof, but this Agreement shall be construed as if such invalid, illegal or
unenforceable provision had not been included.
SECTION 18. CUMULATIVE REMEDIES.
The rights, powers and remedies provided herein in favor of the Agent and
the Secured Parties shall not be deemed exclusive, but shall be cumulative, and
shall be in addition to all other rights and remedies in favor of the Agent and
the Secured Parties existing at law or in equity, including (without
limitation) all of the rights, powers and remedies available to a secured party
under any law or regulation.
SECTION 19. GOVERNING LAW.
THIS AGREEMENT SHALL BE DEEMED EXECUTED AS A SEALED INSTRUMENT AND SHALL
BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW
YORK AS A CONTRACT TO BE EXECUTED AND PERFORMED WITHIN THE STATE OF NEW YORK.
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SECTION 20. HEADINGS.
The headings of the Sections of this Agreement have been inserted for
convenience of reference only and shall in no way affect the construction or
interpretation of this Agreement.
SECTION 21. PAYMENT OF EXPENSES.
In the event this Agreement shall be enforced by suit or otherwise, the
Pledgor will reimburse the Agent and the holder or holders of the Obligations,
upon demand, for all reasonable expenses incurred in connection therewith,
including without limitation, reasonable attorneys' fees (including, without
limitation, all such costs, charges and expenses incurred by the Agent or any
of the Secured Parties in connection with any Reorganization).
SECTION 22. COUNTERPARTS.
This Agreement may be executed in several counterparts, each of which
shall be an original and all of which shall constitute but one and the same
Agreement.
SECTION 23. AGENT.
The parties hereto, and any Person not a party hereto for whose benefit
the Agent holds the Pledged Securities hereunder, acknowledge that the Agent
has been requested to act as agent for the Secured Parties hereunder pursuant
to the terms of the Credit Agreement, and that the Agent, to the extent it may
so act hereunder, shall exercise all of the rights and remedies hereunder on
behalf of, and as agent for the benefit of, the Secured Parties and each of
them. Without limiting the generality of the foregoing, the Agent is
authorized to execute and deliver, from time to time, on behalf of the Secured
Parties, any and all amendments to this Agreement and any and all waivers to
any conditions herein or any Event of Default hereunder.
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IN WITNESS WHEREOF, this Pledge Agreement has been executed as a sealed
instrument by the parties hereto by their duly authorized representatives all
as of the day and year first above written.
PLEDGOR:
MASADA SECURITY HOLDINGS, INC.
By: /s/ Xxxxx X. Xxxxxx
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Xxxxx X. Xxxxxx, Vice President
AGENT:
CANADIAN IMPERIAL BANK OF COMMERCE,
NEW YORK AGENCY
By: /s/ Xxxxxx X. Xxxxxxxx
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Xxxxxx X. Xxxxxxxx, Authorized Signatory
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