{"id":40890,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/borrower-pledge-agreement-anntaylor-inc-and-bank-of-america.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"borrower-pledge-agreement-anntaylor-inc-and-bank-of-america","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/finance\/borrower-pledge-agreement-anntaylor-inc-and-bank-of-america.html","title":{"rendered":"Borrower Pledge Agreement &#8211; AnnTaylor Inc. and Bank of America NT&#038;SA"},"content":{"rendered":"<pre>               BORROWER PLEDGE AGREEMENT\n               -------------------------\n     \n     THIS SECURITY AND PLEDGE AGREEMENT (as such agreement may be\namended, supplemented or otherwise modified from time to time,\nthis 'Agreement'), dated as of June 30, 1998 is made by\n      ---------\nANNTAYLOR, INC., a Delaware corporation, with its principal place\nof business located at 142 West 57th Street, New York, New York\n10019 (the 'Grantor'), in favor of BANK OF AMERICA NATIONAL TRUST\n            -------\nAND SAVINGS ASSOCIATION, with an office located at 1455 Market\nStreet, San Francisco, California 94103, in its capacity as\nadministrative agent for the Lenders under the Credit Agreement\n(as defined below) (in such capacity, the 'Administrative\n                                           --------------\nAgent').\n-----\n\n                       R E C I T A L S :\n     \n     A.   The Grantor, certain financial institutions currently\nand in the future to be the parties to the Credit Agreement (such\nfinancial institutions being collectively referred to as the\n'Lenders'), the Administrative Agent, BancAmerica Robertson\n -------\nStephens, as Arranger (in such capacity, the 'Arranger'),\n                                              --------\nCiticorp USA and First Union Capital Markets, in their respective\ncapacities as Syndication Agents (in such capacities, the\n'Syndication Agents'), and Bank of America National Trust and\n ------------------\nSavings Association, Citibank, N.A. and First Union National\nBank, in their respective capacities as Issuing Banks (in such\ncapacities, the 'Issuing Banks') have entered into a certain\n                 ------------- \nCredit Agreement, dated as of June 30, 1998 (as such agreement\nmay be amended, supplemented or otherwise modified from time to\ntime, the 'Credit Agreement'; the capitalized terms not otherwise\n           ----------------\ndefined herein are being used as defined in the Credit\nAgreement);\n\n     B.   The Lenders have agreed to make certain extensions of\ncredit to the Borrower on the terms and conditions set forth in\nthe Credit Agreement; and\n\n     C.   It is a condition precedent to the effectiveness of the\nCredit Agreement and to the making of Loans by the Lenders and\nthe issuing of Letters of Credit by any Issuing Bank that this\nAgreement shall have been executed and delivered;\n\n     NOW, THEREFORE, in consideration of the above premises and\nin order to induce the Lenders to make Loans and each Issuing\nBank to issue Letters of Credit under the Credit Agreement, the\nGrantor hereby agrees with the Administrative Agent for its\nbenefit and for the benefit of the Lenders, the Issuing Banks,\nthe Arranger and the Syndication Agents, by acceptance hereof, as\nfollows:\n\n     Section 1.  Grant of Security.  To secure the prompt and\n                 ------------------\ncomplete payment, observance and performance when due (whether at\nthe stated maturity, by acceleration or otherwise) of all the\nObligations, the Grantor hereby assigns and pledges to the\nAdministrative Agent, and hereby grants to the Administrative\n====================================================================\n                            -2-\nAgent, for its benefit and the benefit of the Lenders, the\nIssuing Banks, the Arranger and the Syndication Agents, a\nsecurity interest in all of the Grantor's right, title and\ninterest in and to the following, whether now owned or existing\nor hereafter arising or acquired and wheresoever located\n(collectively, the 'Collateral'):\n                    ----------\n\n     ACCOUNTS:  All accounts receivable and other rights to\npayment arising out of the sale or lease of goods and services,\nwhether or not earned by performance, and all Credit Card\nAccounts, including, without limitation, all 'accounts', as such\nterm is defined in the Uniform Commercial Code in effect on the\ndate hereof in the State of New York (the 'UCC') (in each\n                                           ---\ninstance, however, and wherever arising, collectively,\n'Accounts');\n --------\n\n     CHATTEL PAPER, INSTRUMENTS, INVESTMENT PROPERTY AND\nDOCUMENTS:  All chattel paper, all instruments, all investment\nproperty and all documents (including, without limitation, (a)\nthe shares of stock described in Annex I-A hereto (the 'Pledged\n                                                        -------\nShares') and all dividends, instruments and other property from\n------\ntime to time distributed in respect thereof or in exchange\ntherefor, and (b) the notes and debt instruments described in\nAnnex I-B hereto (the 'Pledged Debt') and all payments thereunder\n                       ------------\nand instruments and other property from time to time delivered in\nrespect thereof or in exchange therefor), and all bills of\nlading, warehouse receipts and other documents of title and\ndocuments, including, without limitation, all 'chattel paper',\n'instruments', 'investment property' and 'documents', as such\nterms are defined in the UCC, in each instance whether now owned\nor hereafter acquired by the Grantor, other than any promissory\nnote with an original principal amount of less than $1,000,000\nowing to the Grantor from a senior executive or key employee of\nthe Grantor (an 'Excluded Note') (collectively, 'Chattel Paper,\n                 --------------                  -------------\nInstruments, Investment Property and Documents');\n----------------------------------------------\n     \n     \n     EQUIPMENT:  All machinery and equipment, all manufacturing,\ndistribution, selling, data processing and office equipment, all\nfurniture, furnishings, appliances, tools, tooling, molds, dies,\nvehicles, vessels, aircraft and all other goods of every type and\ndescription, in each instance whether now owned or hereafter\nacquired by the Grantor and wherever located, including all\n'equipment', as such term is defined in the UCC; provided that\n                                                 --------\nequipment shall not include 'fixtures' as defined in Section 9-\n313 of the UCC (collectively, 'Equipment');\n                               ---------\n\n     GENERAL INTANGIBLES:  All rights, interests, choses in\naction, causes of action, claims and all other intangible\nproperty of the Grantor of every kind and nature, in each\ninstance whether now owned or hereafter acquired by the Grantor,\nincluding, without limitation, all corporate and other business\nrecords; all loans, royalties, and other obligations receivable;\nall inventions, designs, patents, patent applications, service\nmarks, trade names and trademarks (including any applications for\nthe foregoing and whether or not registered) and the goodwill of\nthe Grantor's business connected with and symbolized by such\ntrademarks, trade secrets, computer programs, software, printouts\nand other computer materials, goodwill, registrations, U.S.\nregistered copyrights, licenses relating to trademarks and U.S.\nregistered copyrights, franchises, customer lists, credit files,\ncorrespondence and advertising materials; all customer and\nsupplier contracts, firm sale orders, rights under license and\nfranchise agreements, and other contracts and contract rights;\nall interests in partnerships, joint ventures and other entities;\nall tax refunds and tax refund claims; all right, title and\n=================================================================\n                          -3-\n\ninterest under leases, subleases, licenses and concessions and\nother agreements relating to real or personal property; all pay\nments due or made to the Grantor in connection with any\nrequisition, confiscation, condemnation, seizure or forfeiture of\nany property by any person or governmental authority; all deposit\naccounts (general or special) with any bank or other financial\ninstitution; all credits with and other claims against carriers\nand shippers; all rights to indemnification; all reversionary\ninterests in pension and profit sharing plans and reversionary,\nbeneficial and residual interest in trusts; all proceeds of\ninsurance of which the Grantor is beneficiary; and all letters of\ncredit, guaranties, liens, security interests and other security\nheld by or granted to the Grantor; and all other intangible\nproperty, whether or not similar to the foregoing, including,\nwithout limitation, all 'general intangibles', as such term is\ndefined in the UCC (in each instance, however and wherever\narising, collectively, 'General Intangibles'); provided, that the\n                        -------------------    --------\nforegoing limitation shall not affect, limit, restrict or impair\nthe grant by such Grantor of a security interest pursuant to this\nAgreement in any receivable or any money or other amounts due or\nto become due under any such contract, agreement, instrument or\nindenture.\n\n     INVENTORY:  All inventory, finished goods, raw materials,\nwork in process and other goods, including, without limitation,\nall 'inventory', as such term is defined in the UCC (in each\ninstance, however, and wherever arising, collectively,\n'Inventory'); and\n ---------\n\n     OTHER PROPERTY:  All property or interests in property now\nowned or hereafter acquired by the Grantor which now may be owned\nor hereafter may come into the possession, custody or control of\nthe Administrative Agent, any of the Lenders, any Issuing Bank or\nany agent or Affiliate of any of them in any way or for any\npurpose (whether for safekeeping, deposit, custody, pledge,\ntransmission, collection or otherwise); and all rights and\ninterests of the Grantor, now existing or hereafter arising and\nhowever and wherever arising, in respect of any and all (i)\nnotes, drafts, letters of credit, bank accounts, stocks, bonds,\nand debt and equity securities, whether or not certificated, and\nwarrants, options, puts and calls and other rights to acquire or\notherwise relating to the same; (ii) money; (iii) proceeds of\nloans, including without limitation, all the Loans made to the\nGrantor under the Credit Agreement; and (iv) insurance proceeds\nand books and records relating to any of the property covered by\nthis Agreement (collectively, 'Other Property');\n                               --------------\n\ntogether, in each instance, with all accessions and additions\nthereto, substitutions therefor, and replacements, proceeds and\nproducts thereof; provided, however, that the foregoing grant of\n                  --------  -------\na security interest shall not include a security interest in any\ncontract, any lease and any property subject to an enforceable\nlease which by their terms expressly prohibit the right of the\nGrantor to grant a security interest in such contract, lease or\nproperty.  The Borrower agrees to use its commercially reasonable\nefforts to ensure that no future lease contains any restrictions\non the Borrower's right to grant a security interest in any\nequipment placed on the leased premises.\n\n===================================================================\n                         -4-\n     \n     \n     Section 2.  Grantor Remains Liable.  Anything herein to the\n                 -----------------------\ncontrary notwithstanding, (a) the Grantor shall remain liable\nunder the contracts and agreements included in the Collateral to\nthe extent set forth therein to perform its duties and\nobligations thereunder to the same extent as if this Agreement\nhad not been executed, (b) the exercise by the Administrative\nAgent of any of its rights hereunder shall not release the\nGrantor from any of its duties or obligations under the contracts\nand agreements included in the Collateral (except to the extent\nthat such exercise prevents the Grantor from satisfying such\nduties and obligations), and (c) the Administrative Agent shall\nnot have any obligation or liability under the contracts and\nagreements included in the Collateral by reason of this\nAgreement, nor shall the Administrative Agent be obligated to\nperform any of the obligations or duties of the Grantor\nthereunder, to make any payment, to make any inquiry as to the\nnature or sufficiency of any payment received by the Grantor or\nthe sufficiency of any performance by any party under any such\ncontract or agreement or to take any action to collect or enforce\nany claim for payment assigned hereunder.\n\n     Section 3.  Delivery of Pledged Collateral.  All\n                 ------------------------------\ncertificates, notes and other instruments representing or\nevidencing the Pledged Shares or the Pledged Debt and all other\ninstruments now owned or at any time hereafter acquired by the\nGrantor other than any Excluded Notes (collectively, the 'Pledged\nCollateral') shall be delivered to and held by or on behalf of\nthe Administrative Agent pursuant hereto (except as otherwise\nprovided in the last sentence of Section 4(f) hereof) and shall\nbe in suitable form for transfer by delivery, or shall be\naccompanied by duly executed instruments of transfer or\nassignments in blank, all in form and substance satisfactory to\nthe Administrative Agent.  Upon the occurrence and during the\ncontinuance of an Event of Default, the Administrative Agent\nshall have the right, at any time in its discretion and without\nnotice to the Grantor, to transfer to or to register in the name\nof the Administrative Agent or any nominee of the Administrative\nAgent any or all of the Pledged Collateral, subject only to the\nrevocable rights specified in Section 8 hereof.  In addition,\nupon the occurrence and during the continuance of an Event of\nDefault, the Administrative Agent shall have the right at any\ntime to exchange certificates or instruments representing or\nevidencing Pledged Collateral for certificates or instruments of\nsmaller or larger denominations.\n\n     Section 4.  Representations and Warranties.  The Grantor\n                 ------------------------------\nrepresents and warrants as follows:\n\n          (a)  As of the date of this Agreement, the locations\n     \n     listed on Annex II constitute all locations at which its\n     \n     Inventory (other than raw materials and work in process) or\n     \n     Equipment is located, except for (i) Inventory or Equipment\n     \n     temporarily in transit from one location listed on such\n     \n     Annex to another location listed on such Annex or (ii)\n     \n     Inventory or Equipment in transit with common or other\n     \n     carriers to a location listed on such Annex.  As of the date\n     \n     of this Agreement, the chief place of business and chief\n     \n     executive office of the Grantor are located at the address\n     \n     first specified above for the Grantor.\n\n          (b)  The Grantor is the legal and beneficial owner of\n     \n     the Collateral free and clear of all liens, security\n     \n     interests or other encumbrances, except as expressly\n================================================================\n                          -5-\n     \n     permitted by subsection 8.02(b) of the Credit Agreement.\n\n     For the past five years the business of the Grantor has been\n     \n     conducted only by the following corporations and under the\n     \n     following corporate names and not under any trade name or\n     \n     other name:\n\n          1)   AnnTaylor, Inc.\n          2)   AnnTaylor Factory Stores\n          3)   AnnTaylor Loft\n          4)   AnnTaylor Studio\n          5)   AnnTaylor Global Sourcing, Inc.\n          6)   AnnTaylor Funding, Inc.\n          \n          \n          (c)  The Grantor has exclusive possession and control\n     \n     of the Inventory (other than raw materials and work in\n     \n     process) and Equipment, except for (i) Equipment in the\n     \n     possession and control of the Grantor's lessees and\n     \n     licensees under written lease and license agreements entered\n     \n     into in the ordinary course of business and consistent with\n     \n     past practice and (ii) Inventory or Equipment in transit\n     \n     with common or other carriers.\n\n          (d)  The Pledged Shares have been duly authorized and\n     \n     validly issued and are fully paid and non-assessable.  The\n     \n     Pledged Debt of the Grantor's Subsidiaries (if any), and, to\n     \n     the best of the Grantor's knowledge, all other Pledged Debt,\n     \n     has been duly authorized, issued and delivered, and is the\n     \n     legal, valid, binding and enforceable obligation of the\n     \n     issuers thereof.\n\n          (e)  The Pledged Shares indicated on Annex I-A hereto\n     \n     constitute all of the shares of stock held by the Grantor of\n     \n     the respective issuers thereof and constitute 65% of all of\n     \n     the shares of stock of the respective issuers who are\n     \n     Foreign Subsidiaries.  The Pledged Shares and the Pledged\n     \n     Debt constitute all of the Pledged Collateral except for\n     \n     Pledged Collateral consisting of checks and drafts received\n     \n     in the ordinary course of business and with respect to which\n     \n     the Administrative Agent has not at any time requested\n     \n     possession and which are not a material portion of the\n     \n     Collateral under this Agreement or the Trademark Assignment\n     \n     executed by the Grantor, taken as a whole (the 'Personal\n     \n     Property Collateral'), either singly or in the aggregate.\n     -------------------\n\n          (f)  This Agreement creates a valid security interest\n     \n     in the Collateral (other than the Pledged Collateral),\n     \n     securing the payment of the Obligations, and all filings and\n     \n     other actions necessary or desirable to perfect such\n     \n     security interest under the Uniform Commercial Code as\n     \n     enacted in each relevant jurisdiction have been duly taken\n     or will be duly taken not later than five Business Days\n     \n     after the date hereof.  The pledge and delivery of the\n     \n     Pledged Collateral pursuant to this Agreement and all other\n     \n     filings and other actions taken by the Grantor to perfect\n     \n     such security interest prior to the date hereof, create a\n     \n     valid and perfected first priority security interest in the\n     \n     Pledged Collateral, securing the payment of the Obligations\n     \n     except for Pledged Collateral consisting of checks and\n     \n     drafts received in the ordinary course of business with\n======================================================================\n                           -6-\n     \n     respect to which the Administrative Agent has not at any\n     \n     time requested possession and which are not a material\n     \n     portion of the Personal Property Collateral, either singly\n     \n     or in the aggregate.\n\n          (g)  Other than the filings with the United States\n     \n     Patent and Trademark Office, filings and registrations\n     \n     within the United States Copyright Office and filings under\n     \n     the Uniform Commercial Code in effect in each relevant\n     \n     jurisdiction, no authorization, approval or other action by,\n     \n     and no notice to or filing with, any federal, state or local\n     \n     governmental authority in the United States that have not\n     \n     already been taken or made and which are in full force and\n     \n     effect, is required (i) for the pledge by the Grantor of the\n     \n     Pledged Collateral or for the grant by the Grantor of the\n     \n     security interest in the Collateral granted hereby or for\n     \n     the execution, delivery or performance of this Agreement by\n     \n     the Grantor, (ii) for the exercise by the Administrative\n     \n     Agent of the voting or other rights provided in this\n     \n     Agreement with respect to the Pledged Collateral or the\n     \n     remedies in respect of the Pledged Collateral pursuant to\n     \n     this Agreement (except as may be required in connection with\n     \n     the disposition thereof by laws affecting the offering and\n     \n     sale of securities generally), or (iii) for the exercise by\n     \n     the Administrative Agent of any of its other rights or\n     \n     remedies hereunder.\n\n          (h)  (i)  No amount payable to the Grantor under or in\n     \n     connection with any Account is evidenced by any 'instrument'\n     \n     or 'chattel paper', as such terms are defined in the UCC,\n     \n     which has not been delivered to the Administrative Agent.\n\n          (ii)  The amounts represented by the Grantor to the\n     \n     Lenders from time to time as owing to such Grantor in\n     \n     respect of the Accounts will at such times be accurate.\n\n     \n     \n     \n     Section 5.  Further Assurances.\n                 ------------------\n          \n          (a)  The Grantor agrees that from time to time, at the\n     \n     expense of the Grantor, the Grantor will promptly execute\n     and deliver all further instruments and documents, and take\n     \n     all further action, that may be necessary or reasonably\n     \n     desirable, or that the Administrative Agent may reasonably\n     \n     request, in order to perfect and protect any security\n     \n     interest granted or purported to be granted hereby or to\n     \n     enable the Administrative Agent to exercise and enforce its\n     \n     rights and remedies hereunder with respect to any\n     \n     Collateral; provided, however, that the Grantor shall in no\n                 --------  -------\n     event be required to execute any leasehold mortgage with\n     \n     respect to any lease.  Without limiting the generality of\n     \n     the foregoing, at the request of the Administrative Agent,\n     \n     the Grantor shall: (i) if an Event of Default shall have\n     \n     occurred and be continuing, mark conspicuously each document\n     \n     included in the Collateral and, at the request of the\n     \n     Administrative Agent made at any time, and whether or not an\n     \n     Event of Default shall have occurred, mark each of its\n     \n     records pertaining to the Collateral with a legend, in form\n     \n     and substance satisfactory to the Administrative Agent,\n     \n     indicating that such document or Collateral is subject to\n     \n     the security interest granted hereby; (ii) execute and file\n     \n     such financing or continuation statements, or amendments\n     \n     thereto, and such other instruments or notices, as may be\n     \n     necessary or desirable, or as the Administrative Agent may\n     \n     reasonably request, in order to perfect and preserve the\n================================================================\n                       -7-\n     \n     security interests granted or purported to be granted\n     \n     hereby; and (iii) in the case of investment property and any\n     \n     other relevant Collateral, taking any actions necessary to\n     \n     enable the Administrative Agent to obtain 'control' (within\n     \n     the meaning of the applicable Uniform Commercial Code) with\n     \n     respect thereto.  The Grantor shall maintain the security\n     \n     interest created by this Agreement as a perfected security\n     \n     interest and shall defend such security interest against the\n     \n     claims and demands of all Persons whomsoever.\n\n          (b)  The Grantor hereby authorizes the Administrative\n     \n     Agent to file one or more financing or continuation\n     \n     statements, and amendments thereto, relative to all or any\n     \n     part of the Collateral without the signature of the Grantor\n     \n     where permitted by law.  A carbon, photographic or other\n     \n     reproduction of this Agreement or any financing statement\n     \n     covering the Collateral or any part thereof shall be\n     \n     sufficient as a financing statement where permitted by law.\n\n          (c)  The Grantor shall furnish to the Administrative\n     \n     Agent from time to time statements and schedules further\n     \n     identifying and describing the Collateral and such other\n     \n     reports in connection with the Collateral as the\n     \n     Administrative Agent may request, all in reasonable detail.\n     \n\n     Section 6.  As to Inventory, Equipment and Accounts.  The\n                 ----------------------------------------\nGrantor shall:\n          \n          (a)  Keep its Inventory and Equipment (other than raw\n     \n     materials and work in process and Inventory sold in the\n     \n     ordinary course of business and Equipment sold in accordance\n     \n     with Section 8.02(a) of the Credit Agreement) at the places\n     \n     specified in Section 4(a) hereof and deliver written notice\n     \n     to the Administrative Agent at least 30 days prior to\n     \n     establishing any other location at which it reasonably\n     \n     expects to maintain Inventory (other than raw materials and\n     \n     work in process) or Equipment in which jurisdiction all\n     \n     action required by Section 5 hereof shall have been taken\n     \n     with respect to all such Inventory or Equipment, as the case\n     \n     may be, in order to perfect the security interest granted\n     \n     therein under this Agreement.\n\n          (b)  Maintain or cause to be maintained in good repair,\n     \n     working order and condition, excepting ordinary wear and\n     \n     tear and damage due to casualty, all of the Equipment, and\n     \n     make or cause to be made all appropriate repairs, renewals\n     \n     and replacements thereof, to the extent not obsolete and\n     \n     consistent with past practice of the Grantor, as quickly as\n     \n     practicable after the occurrence of any loss or damage\n     \n     thereto which are necessary or desirable to such end.  The\n     \n     Grantor shall promptly furnish to the Administrative Agent a\n     \n     statement respecting any material loss or damage as a result\n     \n     of a single occurrence to any of its Inventory or Equipment\n     \n     which has an aggregate fair market value exceeding $250,000.\n\n          (c)  The Grantor will not, except upon 30 days' prior\n     \n     written notice to the Administrative Agent and delivery to\n     \n     the Administrative Agent of all additional executed\n     \n     financing statements and other documents reasonably\n     \n     requested by the Administrative Agent to maintain the\n==================================================================\n                           -8-\n     \n     validity, perfection and priority of the security interests\n     \n     provided for herein:\n\n          (i) change its jurisdiction of organization or the\n     \n     location of its chief executive office or sole place of\n     \n     business from that referred to in Section 4(a) hereof; or\n\n          (ii) change its name, identity or corporate structure\n     \n     to such an extent that any financing statement filed by the\n     \n     Administrative Agent in connection with this Agreement would\n     \n     become misleading.\n\n     Section 7.  As to the Pledged Collateral.\n                 ----------------------------\n          \n          (a)  So long as no Event of Default shall have occurred\n     and be continuing:\n                    \n                    \n                    (i)  The Grantor and not the Administrative\n          \n          Agent shall be entitled to exercise any and all voting\n          \n          and other rights of consent or approval pertaining to\n          \n          the Pledged Collateral or any part thereof for any\n          \n          purpose not inconsistent with the terms of this\n          \n          Agreement or the Credit Agreement; provided, however,\n                                             --------  -------\n          that the Grantor shall not exercise or refrain from\n          \n          exercising any such right without the consent of the\n          \n          Administrative Agent if such action or inaction would\n          \n          have a material adverse effect on the value of the\n          \n          Pledged Collateral or the benefits to the\n          \n          Administrative Agent, the Lenders, the Issuing Banks,\n          \n          the Arranger and the Syndication Agents, including,\n          \n          without limitation, the validity, priority or\n          \n          perfection of the security interest granted hereby or\n          \n          the remedies of the Administrative Agent hereunder.\n\n                    (ii) The Grantor and not the Administrative\n          \n          Agent shall be entitled to receive and retain any and\n          \n          all dividends and interest paid in respect of the\n          \n          Pledged Collateral; provided, however, that any and all\n                              --------   ------\n                              \n                              (A)  dividends and interest paid or\n               \n               payable other than in cash in respect of, and\n               \n               instruments and other property received,\n               \n               receivable or otherwise distributed in respect of,\n               \n               or in exchange for, any Pledged Collateral,\n\n                              \n                              (B)  dividends and other\n               \n               distributions paid or payable in cash in respect\n               \n               of any Pledged Collateral consisting of stock of\n               \n               any Subsidiary of the Grantor and dividends and\n               \n               other distributions paid or payable in cash in\n               \n               respect of any other Pledged Collateral in\n               \n               connection with a partial or total liquidation or\n               \n               dissolution or in connection with a reduction of\n               \n               capital, capital surplus or paid-in-surplus, and\n\n=================================================================\n                                -9-\n                              \n                              (C)  cash paid, payable or\n               \n               otherwise distributed in respect of principal of,\n               \n               or in redemption of, or in exchange for, any\n               \n               Pledged Collateral,\n               \n               \n               shall forthwith be delivered to the Administrative\n          \n          Agent, in the case of (A) above, to hold as Pledged\n          \n          Collateral and shall, if received by the Grantor, be\n          received in trust for the benefit of the Administrative\n          \n          Agent, the Lenders, the Issuing Banks, the Arranger and\n          \n          the Syndication Agents, be segregated from the other\n          \n          property or funds of the Grantor, and be forthwith\n          \n          delivered to the Administrative Agent, as Pledged\n          \n          Collateral in the same form as so received (with any\n          \n          necessary indorsement) and, in the case of (B) and (C)\n          \n          above, to the extent required under the terms of the\n          \n          Credit Agreement, shall forthwith be delivered to the\n          \n          Administrative Agent to be applied to the Obligations\n          \n          in such order as provided in subsection 2.05(b) of the\n          \n          Credit Agreement.\n\n                    (iii)     The Administrative Agent shall\n          \n          promptly execute and deliver (or cause to be executed\n          \n          and delivered) to the Grantor all such proxies and\n          \n          other instruments as the Grantor may reasonably request\n          \n          for the purpose of enabling the Grantor to exercise the\n          \n          voting and other rights which it is entitled to\n          \n          exercise pursuant to paragraph (i) above and to receive\n          \n          the dividends or interest payments which it is\n          \n          authorized to receive and retain pursuant to paragraph\n          \n          (ii) above.\n\n          (b)  Upon the occurrence and during the continuance of\n     \n     an Event of Default and at the Administrative Agent's\n     \n     option:\n\n                    (i)  All rights of the Grantor to exercise\n          \n          the voting and other rights of consent or approval\n          \n          which it would otherwise be entitled to exercise\n          \n          pursuant to Section 8(a)(i) hereof and to receive the\n          \n          dividends and interest payments which it would\n          \n          otherwise be authorized to receive and retain pursuant\n          \n          to Section 8(a)(ii) hereof shall cease, and all such\n          \n          rights shall thereupon become vested in the\n          \n          Administrative Agent, who shall thereupon have the sole\n          \n          right to exercise such voting and other rights of\n          \n          consent or approval and to receive and hold as Pledged\n          \n          Collateral such dividends and interest payments.\n\n                    \n                    (ii) All dividends and interest payments\n          \n          which are received by the Grantor contrary to the\n          \n          provisions of paragraph (i) of this Section 8(b) hereof\n          \n          shall be received in trust for the benefit of the\n          \n          Administrative Agent, the Lenders, the Issuing Banks,\n          \n          the Arranger and the Syndication Agents and shall be\n          \n          segregated from other funds of the Grantor and shall be\n          \n          forthwith paid over to the Administrative Agent as\n          \n          Pledged Collateral in the same form as so received\n          \n          (with any necessary indorsement).\n\n\n     Section 8.  Additional Shares.  The Grantor agrees that it\n                 -----------------\nwill (i) cause each issuer of the Pledged Shares subject to its\ncontrol not to issue any stock or other securities in addition to\n=================================================================\n                              \n                              -10-\n\nor in substitution for the Pledged Shares issued by such issuer,\nexcept to the Grantor or as otherwise permitted under the Credit\nAgreement, and (ii) pledge hereunder, immediately upon its\nacquisition (directly or indirectly) thereof, any and all\nadditional shares of stock or other securities of each issuer of\nthe Pledged Shares; provided that in no event shall the Grantor\nbe required to pledge more than 65% of the shares of any Foreign\nSubsidiary.  The Grantor hereby authorizes the Administrative\nAgent to modify this Agreement by amending Annex I to include\nsuch additional shares or other securities.\n\n     Section 9.  The Administrative Agent Appointed\n                 ----------------------------------\nAttorney-in-Fact.  The Grantor hereby irrevocably appoints the\n----------------\nAdministrative Agent the Grantor's attorney-in-fact, with full\nauthority in the place and stead of the Grantor and in the name\nof the Grantor or otherwise, from time to time in the\nAdministrative Agent's discretion, to take, upon the occurrence\nand during the continuance of an Event of Default, any action and\nto execute any instrument which the Administrative Agent may deem\nnecessary or advisable to accomplish the purposes of this\nAgreement (subject to the rights of the Grantor under Section 7\nhereof), including, without limitation:\n\n                    (i)  to obtain and adjust insurance required\n          \n          to be paid to the Administrative Agent pursuant to\n          \n          Section 7.05 of the Credit Agreement, with the\n          \n          understanding that all insurance maintained by the\n          \n          Grantor with respect to the Collateral shall (a)\n          \n          provide that no cancellation, material reduction in\n          \n          amount or material change in coverage thereof shall be\n          \n          effective until at least 30 days after receipt by the\n          \n          Administrative Agent of written notice thereof, (b)\n          \n          name the Administrative Agent as insured party or loss\n          \n          payee, (c) if reasonably requested by the\n          \n          Administrative Agent, include a breach of warranty\n          \n          clause and (d) be reasonably satisfactory in all other\n          \n          respects to the Administrative Agent,\n\n                    (ii) to ask, demand, collect, sue for,\n          \n          recover, compromise, receive and give acquittance and\n          \n          dreceipts for moneys due and to become due under or in\n          \n          respect of any of the Collateral,\n                   \n                    \n                    (iii)     to receive, indorse, and collect\n          \n          any drafts or other instruments, documents and chattel\n          \n          paper, in connection with clause (i) or (ii) above,\n\n                    (iv) to file any claims or take any action or\n          \n          institute any proceedings which the Administrative\n          \n          Agent may deem necessary or desirable for the\n          \n          collection of any of the Collateral or otherwise to\n          \n          enforce the rights of the Administrative Agent with\n          \n          respect to any of the Collateral, and\n\n                    (v)  to receive, indorse and collect all\n          \n          instruments made payable to the Grantor representing\n          \n          any dividend, interest payment or other distribution in\n          \n          respect of the Pledged Collateral or any part thereof\n          \n          and to give full discharge for the same.\n===================================================================\n                          -11-\n     \n     \n     Nothing set forth in this Section 9 and no exercise by the\nAdministrative Agent of the rights and powers granted in this\nSection 9 shall limit or impair the Grantor's rights under\nSection 7 hereof.  The Grantor hereby ratifies all that said\nattorneys shall lawfully do or cause to be done by virtue hereof.\nAll powers, authorizations and agencies contained in this\nAgreement are coupled with an interest and shall be irrevocable\nuntil the Obligations are paid in full, no Letters of Credit are\noutstanding, and the commitments of the Lenders to extend credit\nunder the Credit Agreement are terminated.\n\n\n     Section 10.  The Administrative Agent May Perform.  If the\n                  -------------------------------------\nGrantor fails to perform any agreement contained herein, the\nAdministrative Agent, upon written notice to the Grantor if\npracticable, may itself perform, or cause performance of, such\nagreement, and the expenses of the Administrative Agent incurred\nin connection therewith shall be payable by the Grantor under\nSection 14 hereof.\n\n     Section 11.  The Administrative Agent's Duties.  The powers\n                  ----------------------------------\nconferred on the Administrative Agent hereunder are solely to\nprotect its interest in the Collateral and shall not impose any\nduty upon it, in the absence of willful misconduct or gross\nnegligence, to exercise any such powers.  Except for the safe\ncustody of any Collateral in its possession and the accounting\nfor moneys actually received by it hereunder, the Administrative\nAgent shall have no duty as to any Collateral.  The\nAdministrative Agent shall be deemed to have exercised reasonable\ncare in the custody and preservation of the Collateral in its\npossession if the Collateral is accorded treatment substantially\nequal to that which the Administrative Agent accords its own\nproperty, it being understood that the Administrative Agent shall\nbe under no obligation to (i) ascertain or take action with\nrespect to calls, conversions, exchanges, maturities, tenders or\nother matters relative to any Pledged Collateral, whether or not\nthe Administrative Agent has or is deemed to have knowledge of\nsuch matters, or (ii) take any necessary steps to preserve rights\nagainst prior parties or any other rights pertaining to any\nCollateral, but may do so at its option, and all reasonable\nexpenses incurred in connection therewith shall be for the sole\naccount of the Grantor and shall be added to the Obligations.\n\n     \n     \n     Section 12.  Remedies.  If any Event of Default shall have\n                  --------\noccurred and be continuing:\n\n          (a)  The Administrative Agent may exercise in respect\n     \n     of the Collateral, in addition to other rights and remedies\n     \n     provided for herein or otherwise available to it, all the\n     \n     rights and remedies of a secured party upon default under\n     \n     the Uniform Commercial Code as in effect from time to time\n     \n     in the State of New York (the 'Code') (whether or not the\n                                    ----\n     Code applies to the affected Collateral) and also may (i)\n     \n     require the Grantor to, and the Grantor hereby agrees that\n     \n     it will at its expense and upon request of the\n     \n     Administrative Agent forthwith, assemble all or any part of\n     \n     the Collateral as directed by the Administrative Agent and\n     \n     make it available to the Administrative Agent at a place to\n     \n     be designated by the Administrative Agent which is\n     \n     reasonably convenient to both parties and (ii) without\n     \n     notice except as specified below, sell, lease, assign, grant\n     \n     an option or options to purchase or otherwise dispose of the\n     \n     Collateral or any part thereof in one or more parcels at\n     \n     public or private sale, at any exchange, broker's board or\n     \n     at any of the Administrative Agent's offices or elsewhere,\n================================================================\n                          -12-\n     \n     for cash, on credit or for future delivery, and upon such\n     \n     other terms as may be commercially reasonable.  The\n     \n     Administrative Agent may be the purchaser of any or all of\n     \n     the Collateral so sold at any public sale (or, if the\n     \n     Collateral is of a type customarily sold in a recognized\n     \n     market or is of a type which is the subject of widely\n     \n     distributed standard price quotations, at any private sale)\n     \n     and thereafter hold the same, absolutely, free from any\n     \n     right or claim of whatsoever kind.  The Administrative Agent\n     \n     is authorized, at any such sale, if it deems it advisable so\n     \n     to do, to restrict the prospective bidders or purchasers of\n     \n     any of the Pledged Collateral to persons who will represent\n     \n     and agree that they are purchasing for their own account for\n     \n     investment, and not with a view to the distribution or sale\n     \n     of any such Pledged Collateral and to take such other\n     \n     actions as it may deem appropriate to exempt the offer and\n     \n     sale of the Collateral from any registration requirements of\n     state or federal securities laws (including, if it deems it\n     \n     appropriate, actions to comply with Regulation D of the\n     \n     Securities and Exchange Commission under the Securities Act\n     \n     of 1933, as from time to time amended (the 'Securities\n                                                 ----------\n     Act')).  To the extent permitted by law, the Grantor hereby\n     ---\n     specifically waives all rights of redemption, stay or\n     \n     appraisal which it has or may have under any rule of law or\n     \n     statute now existing or hereafter in force.  The Grantor\n     \n     agrees that, to the extent notice of sale shall be required\n     \n     by law, at least ten days' written notice to the Grantor of\n     \n     the time and place of any public sale or the time after\n     \n     which any private sale is to be made shall constitute\n     \n     reasonable notification.  The Administrative Agent shall not\n     \n     be obligated to make any sale of Collateral regardless of\n     \n     notice of sale having been given.  The Administrative Agent\n     \n     may adjourn any public or private sale from time to time by\n     \n     announcement at the time and place fixed therefor and such\n     \n     sale may, without further notice, be made at the time and\n     \n     place to which it was so adjourned.  In case of any sale of\n     \n     all or any part of the Collateral on credit or for future\n     \n     delivery, the Collateral so sold may be retained by the\n     \n     Administrative Agent until the selling price is paid by the\n     \n     purchaser thereof, but the Administrative Agent shall not\n     \n     incur any liability in case of the failure of such purchaser\n     \n     to take up and pay for the Collateral so sold and, in case\n     \n     of any such failure, such Collateral may again be sold upon\n     \n     like notice.  The Administrative Agent instead of exercising\n     \n     the power of sale herein conferred upon it, may proceed by a\n     \n     suit or suits at law or in equity to foreclose the security\n     \n     interests herein granted and sell the Collateral, or any\n     \n     portion thereof, under a judgment or decree of a court or\n     \n     courts of competent jurisdiction.\n\n          (b)  Any cash held by the Administrative Agent as\n     \n     Collateral and all cash proceeds received by the\n     \n     Administrative Agent in respect of any sale of, collection\n     \n     from, or other realization upon all or any part of the\n     \n     Collateral may, in the discretion of the Administrative\n     \n     Agent, be held by the Administrative Agent as Collateral\n     \n     for, and\/or then or at any time thereafter applied against\n     \n     (after payment of any amounts payable to the Administrative\n     \n     Agent pursuant to Section 15 hereof) in whole or in part by\n     \n     the Administrative Agent, for the benefit of the\n     \n     Administrative Agent, the Lenders and the Issuing Banks, all\n     \n     or any part of the Obligations in such order as is provided\n     \n     in subsection 2.05(b) of the Credit Agreement.  Any surplus\n     \n     of such cash or cash proceeds held by the Administrative\n     \n     Agent and remaining after payment in full of all the\n====================================================================\n                              -13-\n     \n     Obligations under this Agreement, the expiration or\n     termination of all outstanding Letters of Credit and the\n     \n     termination of the commitments of the Lenders to extend\n     \n     credit under the Credit Agreement shall be promptly paid\n     \n     over to the Grantor or to whomsoever may be lawfully\n     \n     entitled to receive such surplus.\n\n          \n          \n          (c)  (i)  Subject to Section 7.06 of the Credit\n     \n     Agreement, the Administrative Agent shall have the right to\n     \n     make test verifications of the Accounts in any manner and\n     \n     through any medium that it reasonably considers advisable,\n     \n     and the Grantor shall furnish all such assistance and\n     \n     information as the Administrative Agent may require in\n     \n     connection with such test verifications.  Subject to Section\n     \n     7.06 of the Credit Agreement, at any time and from time to\n     \n     time, upon the Administrative Agent's request and at the\n     \n     expense of the Grantor, the Grantor shall cause independent\n     \n     public accountants or others satisfactory to the\n     \n     Administrative Agent to furnish to the Administrative Agent\n     \n     reports showing reconciliations, aging and test\n     \n     verifications of, and trial balances for, the Accounts.\n\n          \n          \n          (ii)  At any time after the occurrence and during the\n     \n     continuance of an Event of Default, the Grantor hereby\n     \n     authorizes the Administrative Agent to collect the Grantor's\n     \n     Accounts.  If required by the Administrative Agent at any\n     \n     time after the occurrence and during the continuance of an\n     \n     Event of Default, any payments of Accounts, when collected\n     \n     by any Grantor, (i) shall be forthwith (and, in any event,\n     \n     within two Business Days) deposited by the Grantor in the\n     \n     exact form received, duly indorsed by such Grantor to the\n     \n     Administrative Agent if required, in a Collateral Account\n     \n     maintained under the sole dominion and control of the\n     \n     Administrative Agent, subject to withdrawal by the\n     \n     Administrative Agent for the account of the Lenders only as\n     \n     provided herein, and (ii) until so turned over, shall be\n     \n     held by the Grantor in trust for the Administrative Agent,\n     \n     the Lenders, the Issuing Banks, the Arranger and the\n     \n     Syndication Agents, segregated from other funds of the\n     \n     Grantor.  Each such deposit of proceeds of Accounts shall be\n     \n     accompanied by a report identifying in reasonable detail the\n     \n     nature and source of the payments included in the deposit.\n\n          \n          \n          (iii)  At the Administrative Agent's request, the\n     \n     Grantor shall deliver to the Administrative Agent all\n     \n     original and other documents (other than register tapes)\n     \n     evidencing, and relating to, the agreements and transactions\n     \n     which gave rise to the Accounts, including, without\n     \n     limitation, all original orders, invoices and shipping\n     \n     receipts.\n\n          (iv)  The Administrative Agent in its own name or in\n     \n     the name of others may at any time after the occurrence and\n     \n     during the continuance of an Event of Default communicate\n     \n     with obligors under the Accounts to verify with them to the\n     \n     Administrative Agent's satisfaction the existence, amount\n     \n     and terms of any Accounts.\n\n          (v)  Upon the request of the Administrative Agent at\n     \n     any time after the occurrence and during the continuance of\n     \n     an Event of Default, the Grantor shall notify obligors on\n     \n     the Accounts that the Accounts have been assigned to the\n     \n     Administrative Agent for the ratable benefit of the Lenders\n==================================================================\n                           -14-\n     \n     and that payments in respect thereof shall be made directly\n     \n     to the Administrative Agent.\n\n\n     Section 13.  Registration Rights.\n                  -------------------\n          \n          (a)  If the Administrative Agent shall determine to\n     \n     exercise its right to sell all or any of the Pledged\n     \n     Collateral pursuant to Section 12 hereof, the Grantor agrees\n     \n     that, upon request of the Administrative Agent, the Grantor\n     \n     will, at its own expense:\n\n\n                    (i)  execute and deliver, and cause each\n          \n          issuer of the Pledged Collateral which is a Subsidiary\n          \n          contemplated to be sold and the directors and officers\n          \n          thereof to execute and deliver, all such instruments\n          \n          and documents, and do or cause to be done all such\n          \n          other acts and things, as may be necessary or, in the\n          \n          opinion of the Administrative Agent, advisable to\n          \n          register such Pledged Collateral under the provisions\n          \n          of the Securities Act, and to cause the registration\n          \n          statement relating thereto to become effective and to\n          \n          remain effective for such period as prospectuses are\n          \n          required by law to be furnished, and to make all\n          \n          amendments and supplements thereto and to the related\n          \n          prospectus which, in the opinion of the Administrative\n          \n          Agent, are necessary or advisable, all in conformity\n          \n          with the requirements of the Securities Act and the\n          \n          rules and regulations of the Securities and Exchange\n          \n          Commission applicable thereto;\n\n                    (ii) use its best efforts to qualify the\n          \n          Pledged Collateral under the state securities or 'Blue\n          \n          Sky' laws and to obtain all necessary approvals of all\n          \n          Governmental Authorities for the sale of the Pledged\n          \n          Collateral, as requested by the Administrative Agent;\n\n                    \n                    \n                    (iii)     cause each such issuer to make\n          \n          available to its security holders, as soon as\n          \n          practicable, an earnings statement which will satisfy\n          \n          the provisions of Section 11(a) of the Securities Act;\n          \n          and\n\n                    (iv) do or cause to be done all such other\n          \n          acts and things as may be necessary to make such sale\n          \n          of the Pledged Collateral or any part thereof valid and\n          \n          binding and in compliance with applicable law.\n\n          (b)  Determination by the Administrative Agent to\n     \n     exercise its right to sell any or all of the Pledged\n     \n     Collateral pursuant to Section 12 hereof without making a\n     \n     request of the Grantor pursuant to Section 13(a) hereof\n     \n     shall not by the sole fact of such sale be deemed to be\n     \n     commercially unreasonable.\n\n     \n     Section 14.  Binding Effect; Benefits.  This Agreement shall\n                  -------------------------\nbe binding upon the Grantor and its successors and assigns, and\nshall inure to the benefit of the Administrative Agent, the\nLenders, the Issuing Banks, the Arranger and the Syndication\nAgents.  The Grantor's successors and assigns shall include,\n==================================================================\n                         -15-\n\nwithout limitation, a receiver, trustee or debtor-in-possession\nof or for the Grantor.\n\n     Section 15.  Expenses.  The Grantor shall upon written\n                  --------\ndemand pay to the Administrative Agent the amount of any and all\nexpenses, including the fees and disbursements of its counsel and\nof any experts and agents, as provided in Section 12.03 of the\nCredit Agreement.\n\n     Section 16.  Amendments, Etc.  No amendment or waiver of any\n                  ---------------\nprovision of this Agreement nor consent to any departure by the\nGrantor herefrom shall in any event be effective unless the same\nshall be in writing and signed by the party to be charged\ntherewith, and then such waiver or consent shall be effective\nonly in the specific instance and for the specific purpose for\nwhich given.\n\n     Section 17.  Notices.  All notices and other communications\n                  -------\nprovided for hereunder shall be given in the manner set forth in\nthe Credit Agreement and to the addresses first above written or,\nas to each party, at such other address as may be designated by\nsuch party in a written notice to the other party.\n\n     \n     Section 18.  Continuing Security Interest; Termination.\n                  -----------------------------------------\n          \n          (a)  This Agreement shall create a continuing security\n     \n     interest in the Collateral and shall (i) remain in full\n     force and effect until payment in full of the Obligations,\n     \n     the termination of the commitments of the Lenders to extend\n     \n     credit under the Credit Agreement, the expiration or\n     \n     termination of all Letters of Credit and the termination of\n     \n     the Credit Agreement, (ii) be binding upon the Grantor, its\n     \n     successors and assigns and (iii) except to the extent that\n     \n     the rights of any transferor or assignor are limited by\n     \n     Section 12.01 (concerning assignments) of the Credit\n     \n     Agreement, inure, together with the rights and remedies of\n     \n     the Administrative Agent hereunder, to the benefit of the\n     \n     Administrative Agent, the Lenders, the Issuing Banks, the\n     \n     Arranger and the Syndication Agents, subject to the terms\n     \n     and conditions of the Credit Agreement.  Without limiting\n     \n     the generality of the foregoing clause (iii), any Lender may\n     \n     assign or otherwise transfer any interest in any Loan owing\n     \n     to such Lender to any other Person, and such other Person\n     \n     shall thereupon become vested with all the benefits in\n     \n     respect thereof granted to the Administrative Agent herein\n     \n     or otherwise, subject, however, to the provisions of Section\n     \n     12.01 (concerning assignments) of the Credit Agreement.\n     \n     Nothing set forth herein or in any other Loan Document is\n     \n     intended or shall be construed to give the Grantor's\n     \n     successors and assigns any right, remedy or claim under, to\n     \n     or in respect of this Agreement, any other Loan Document or\n     \n     any Collateral.  The Grantor's successors and assigns shall\n     \n     include, without limitation, a receiver, trustee or\n     \n     debtor-in-possession thereof or therefor.\n          \n          \n          (b)  Upon the payment in full of the Obligations, the\n     \n     termination of the commitments of the Lenders to extend\n     \n     credit under the Credit Agreement, the termination or\n     \n     expiration of all Letters of Credit and the termination of\n     \n     the Credit Agreement, the security interest granted hereby\n     \n     shall terminate and all rights to the Collateral shall\n     \n     revert to the Grantor.  Upon any such termination, the\n================================================================\n                            -16-\n     \n     \n     Administrative Agent shall promptly return to the Grantor,\n     \n     at the Grantor's expense, such of the Collateral held by the\n     \n     Administrative Agent as shall not have been sold or\n     \n     otherwise applied pursuant to the terms hereof.  The\n     \n     Administrative Agent will, at the Grantor's expense, execute\n     \n     and deliver to the Grantor such other documents as the\n     \n     Grantor shall reasonably request to evidence such\n     \n     termination.\n\n          (c)  Upon any release of the Administrative Agent's\n     \n     security interest in any part of the Collateral expressly\n     \n     required to be given by the Administrative Agent pursuant to\n     \n     Section 11.12(c) of the Credit Agreement, the Administrative\n     \n     Agent shall execute and deliver to the Grantor, at the\n     \n     Grantor's expense, all termination statements, assignments\n     and other documents and instruments as may be necessary or\n     \n     desirable to release fully the security interests in such\n     \n     Collateral granted hereby; provided, however, that (i) the\n                                --------  -------\n     Administrative Agent shall not be required to execute any\n     \n     such documents on terms which, in the Administrative Agent's\n     \n     opinion, would expose the Administrative Agent to liability\n     \n     or create any obligation or entail any consequence other\n     \n     than the release of such security interests without recourse\n     \n     or warranty, and (ii) such release shall not in any manner\n     \n     discharge, affect or impair the Obligations or any security\n     \n     interests, liens or other encumbrances upon (or obligations\n     \n     of the Grantor in respect of) all interests retained by the\n     \n     Grantor, including without limitation, the proceeds of any\n     \n     sale, all of which shall continue to constitute part of the\n     \n     Collateral.\n\n     Section 19.  Applicable Law; Severability.  This Agreement\n                  ----------------------------\nshall be construed in all respects in accordance with, and\ngoverned by, the laws of the State of New York.  Whenever\npossible, each provision of this Agreement shall be interpreted\nin such a manner as to be effective and valid under applicable\nlaw, but if any provision of this Agreement shall be prohibited\nby or invalid under applicable law, such provision shall be\nineffective only to the extent of such prohibition or invalidity,\nwithout invalidating the remainder of such provisions or the\nremaining provisions of this Agreement.\n\n     \n     \n     \n     Section 20.  Consent to Jurisdiction and Service of Process;\n                  -----------------------------------------------\nWaiver of Jury Trial.  ALL JUDICIAL PROCEEDINGS BROUGHT AGAINST\n--------------------\nEACH PARTY HERETO WITH RESPECT TO THIS AGREEMENT MAY BE BROUGHT\nIN ANY STATE OR FEDERAL COURT OF COMPETENT JURISDICTION IN THE\nSTATE OF NEW YORK, AND BY EXECUTION AND DELIVERY OF THIS\nAGREEMENT, EACH PARTY HERETO ACCEPTS, FOR ITSELF IN AND IN\nCONNECTION WITH ITS PROPERTIES, GENERALLY AND UNCONDITIONALLY,\nTHE NONEXCLUSIVE JURISDICTION OF THE AFORESAID COURTS, AND\nIRREVOCABLY AGREES TO BE BOUND BY ANY FINAL JUDGMENT RENDERED\nTHEREBY IN CONNECTION WITH THIS AGREEMENT FROM WHICH NO APPEAL\nHAS BEEN TAKEN OR IS AVAILABLE.  EACH PARTY HERETO IRREVOCABLY\nCONSENTS TO THE SERVICE OF PROCESS OF ANY OF THE AFOREMENTIONED\nCOURTS IN ANY SUCH ACTION OR PROCEEDING BY THE MAILING OF COPIES\n\nTHEREOF BY REGISTERED OR CERTIFIED MAIL, POSTAGE PREPAID, TO ITS\n\n===================================================================\n                             -17-\n\nNOTICE ADDRESS SPECIFIED ON THE FIRST PAGE HEREOF, SUCH SERVICE\nTO BECOME EFFECTIVE TEN (10) DAYS AFTER SUCH MAILING.  EACH OF\nTHE GRANTOR AND, BY ACCEPTANCE HEREOF, THE ADMINISTRATIVE AGENT,\nTHE ARRANGER, THE SYNDICATION AGENTS AND THE LENDERS, IRREVOCABLY\nWAIVES (A) TRIAL BY JURY IN ANY ACTION OR PROCEEDING WITH RESPECT\nTO THIS AGREEMENT, AND (B) ANY OBJECTION (INCLUDING WITHOUT\nLIMITATION, ANY OBJECTION OF THE LAYING OF VENUE OR BASED ON THE\nGROUNDS OF FORUM NON CONVENIENS) WHICH IT MAY NOW OR HEREAFTER\n           --------------------\nHAVE TO THE BRINGING OF ANY SUCH ACTION OR PROCEEDING WITH\nRESPECT TO THIS AGREEMENT IN ANY JURISDICTION SET FORTH ABOVE.\nNOTHING HEREIN SHALL AFFECT THE RIGHT TO SERVE PROCESS IN ANY\nOTHER MANNER PERMITTED BY LAW OR SHALL LIMIT THE RIGHT OF ANY\nPARTY HERETO TO BRING PROCEEDINGS AGAINST ANY OTHER PARTY HERETO\nIN THE COURTS OF ANY OTHER JURISDICTION.\n     \n     \n     \n     Section 21.  Waiver of Notice, Hearing and Bond.  THE\n                  ----------------------------------\nGRANTOR WAIVES ALL RIGHTS TO NOTICE AND HEARING OF ANY KIND PRIOR\nTO THE EXERCISE BY THE ADMINISTRATIVE AGENT OR THE LENDERS OF ITS\nRIGHTS, FROM AND AFTER THE OCCURRENCE OF AN EVENT OF DEFAULT, TO\nREPOSSESS THE COLLATERAL WITH JUDICIAL PROCESS OR TO REPLEVY,\nATTACH OR LEVY UPON THE COLLATERAL.  THE GRANTOR WAIVES THE\nPOSTING OF ANY BOND OTHERWISE REQUIRED OF THE ADMINISTRATIVE\nAGENT OR THE LENDERS IN CONNECTION WITH THE JUDICIAL PROCESS OR\nPROCEEDING TO OBTAIN POSSESSION OF, REPLEVY, ATTACH, OR LEVY UPON\nTHE COLLATERAL TO ENFORCE ANY JUDGMENT OR OTHER COURT ORDER\nENTERED IN FAVOR OF THE ADMINISTRATIVE AGENT OR THE LENDER OR TO\nENFORCE BY SPECIFIC PERFORMANCE, TEMPORARY RESTRAINING ORDER\nPRELIMINARY OR PERMANENT INJUNCTION, THIS AGREEMENT.\n\n     \n     \n     Section 22.  Advice of Counsel.  THE GRANTOR REPRESENTS TO\n                  -----------------\nTHE ADMINISTRATIVE AGENT THAT IT HAS DISCUSSED THIS AGREEMENT\nWITH ITS ATTORNEYS.\n\n     \n     \n     Section 23.  Section Titles.  The section titles herein are\n                  --------------\nfor convenience and reference only and shall not affect in any\nway the interpretation of any of the provisions hereof.\n=================================================================\n                                -18-\n     \n     \n     \n     IN WITNESS WHEREOF, the Grantor has caused this Agreement to\nbe duly executed and delivered by its officer thereunto duly\nauthorized as of the day first above written.\n\n                                   \n                                   \n                                   ANNTAYLOR, INC.\n\n                                   By:\/s\/ Walter J. Parks\n                                   _________________________\n                                   Name: Walter J. Parks\n                                   Title: Senior Vice President-\n                                        Chief Financial Officer\nAgreed and accepted to as of\nthe date first above written:\nBANK OF AMERICA NATIONAL TRUST\n  AND SAVINGS ASSOCIATION,\n  as Administrative Agent\n\nBy:  \/s\/Dietmar Schiel\n     --------------------\nName:   Dietmar Schiel\nTitle:  Vice President\n\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[6710,6846],"corporate_contracts_industries":[9415,9494],"corporate_contracts_types":[9560,9570],"class_list":["post-40890","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-anntaylor-stores-corp","corporate_contracts_companies-bank-of-america-corp","corporate_contracts_industries-financial__banks","corporate_contracts_industries-retail__clothing","corporate_contracts_types-finance","corporate_contracts_types-finance__security"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/40890","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts"}],"about":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/types\/corporate_contracts"}],"wp:attachment":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/media?parent=40890"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=40890"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=40890"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=40890"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}