Contract analysis

ARTICLE I — DEFINITIONS AND INTERPRETATION

Section 1.01 — Defined Terms As used in this Pledge Agreement, the following terms shall have the meanings set forth below: "Agreement" means this Pledge Agreement, as amended, restated, supplemented, or otherwise modified from time to time in accordance with the terms hereof. "Borrower" means Whitmore Aerospace LLC, a Delaware limited liability company (Delaware Secretary of State Filing No. 5738291; Employer Identi

Section 1.02 — Credit Agreement Definitions All capitalized terms used but not otherwise defined in this Pledge Agreement shall have the respective meanings assigned to such terms in the Credit Agreement. All references herein to the Credit Agreement shall include all schedules, exhibits, annexes, and appendices thereto. In the event of a conflict between a term defined in this Pledge Agreement and the same term as d

Section 1.03 — Rules of Interpretation For purposes of this Pledge Agreement, the following rules of interpretation shall apply: (a) The headings of the Articles and Sections of this Pledge Agreement and the headings of the Schedules and Exhibits hereto are inserted for convenience of reference only and shall not be deemed to be a part of this Pledge Agreement or to affect the meaning or interpretation of any provisi

ARTICLE II — PLEDGE AND GRANT OF SECURITY INTEREST

Section 2.01 — Pledge The Pledgor hereby pledges, assigns, hypothecates, transfers, and grants to the Collateral Agent, for the ratable benefit of the Secured Parties, a first-priority continuing security interest in and lien upon all of the Pledgor's right, title, and interest in, to, and under all of the following property, whether now owned or existing or hereafter acquired or arising and regardless of where locat

Section 2.02 — Security for Obligations This Pledge Agreement secures, and the Pledged Collateral is collateral security for, the prompt and complete payment and performance when due (whether at stated maturity, by acceleration, by mandatory prepayment, or otherwise) of all Secured Obligations. Without limiting the generality of the foregoing, the Secured Obligations include the aggregate indebtedness of the Borrower

Section 2.03 — Continuing Security Interest; Relation to Other Security (a) The pledge, assignment, and security interest granted hereunder is a continuing security interest and shall remain in full force and effect until the Termination Date as defined in Section 8.01 hereof. (b) This Pledge Agreement and the security interests created hereby supplement, and do not limit, replace, or otherwise modify, the security i

ARTICLE III — DELIVERY OF PLEDGED COLLATERAL

Section 3.01 — Delivery of Certificated Securities (a) Contemporaneously with the execution and delivery of this Pledge Agreement (and, in any event, on or prior to the date hereof), the Pledgor shall deliver, or cause to be delivered, to the Collateral Agent all certificates representing the Pledged Equity in each of the corporate Pledged Entities, namely: (i) Certificate No. CS-001 representing 10,000 shares of com

Section 3.02 — Uncertificated Membership Interests With respect to the membership interests in each of Whitmore Avionics Holdings LLC and Whitmore Precision Machining LLC, to the extent such membership interests are not represented by certificates: (a) Registration of Pledge. The Pledgor shall cause each such Pledged Entity to register the pledge created by this Pledge Agreement on its books and records and, to the e

Section 3.03 — Additional Equity Interests If the Pledgor shall at any time or from time to time acquire any additional Equity Interests in any Pledged Entity, whether by purchase, contribution, dividend, stock split, recapitalization, merger, consolidation, exchange, reclassification, or otherwise, then: (a) such additional Equity Interests shall automatically and without further action constitute Pledged Collateral

ARTICLE IV — REPRESENTATIONS AND WARRANTIES The Pledgor hereby represents and warrants to the Collateral Agent, for the benefit of the Secured Parties, as of the date hereof and as of each date on which any extension of credit is made under the Credit Agreement, as follows:

Section 4.01 — Ownership and Title (a) The Pledgor is the sole record and beneficial owner of one hundred percent (100%) of the Equity Interests in each Pledged Entity, in each case free and clear of all liens, claims, charges, encumbrances, security interests, options, preemptive rights, rights of first refusal, and other restrictions of any nature whatsoever, other than (i) the security interest and lien created by

Section 4.02 — Due Authorization (a) The Pledgor is a limited liability company duly formed, validly existing, and in good standing under the laws of the State of Delaware. The Pledgor has full limited liability company power and authority to execute, deliver, and perform its obligations under this Pledge Agreement and to grant the security interest and lien contemplated hereby. (b) The execution, delivery, and perfo

Section 4.03 — No Conflicts The execution, delivery, and performance of this Pledge Agreement by the Pledgor, and the grant of the security interest and lien contemplated hereby, do not and will not: (a) violate, conflict with, or result in a breach of any provision of the Certificate of Formation, the LLC Agreement, or any other organizational or governing document of the Pledgor or any Pledged Entity; (b) violate,

Section 4.04 — Consents and Approvals No consent, approval, authorization, license, permit, order, or filing with, or registration with, or notice to, any governmental authority, regulatory body, or third party is required for the execution, delivery, or performance of this Pledge Agreement by the Pledgor, or for the grant, perfection, or enforcement of the security interest and lien created hereby, except: (a) the f

Section 4.05 — Perfection (a) With respect to the certificated shares of capital stock of Whitmore Propulsion Systems, Inc. and Whitmore Defense Solutions, Inc., upon the delivery to the Collateral Agent of the stock certificates and duly executed blank stock powers as required by Section 3.01 hereof, the Collateral Agent will have a first-priority perfected security interest in such Pledged Equity under Articles 8 a

Section 4.06 — Organizational Details of Pledged Entities The following table sets forth certain organizational details of each Pledged Entity as of the date hereof: All information set forth in the foregoing table is true, correct, and complete in all material respects as of the date hereof. The Pledgor shall promptly notify the Collateral Agent in writing of any change in the information set forth in the foregoing

Section 4.07 — No Options or Other Rights (a) No person or entity other than the Pledgor holds any Equity Interests of any kind in any Pledged Entity, nor holds any options, warrants, conversion rights, exchange rights, rights of first refusal, preemptive rights, stock appreciation rights, phantom equity rights, or other rights or agreements of any nature to purchase, subscribe for, or otherwise acquire any Equity In

Section 4.08 — Compliance with Laws; Government Contracts (a) The pledge of the Equity Interests in each Pledged Entity (including Whitmore Defense Solutions, Inc.) pursuant to this Pledge Agreement does not, in and of itself, constitute a transfer of ownership or control of any Pledged Entity, does not transfer ownership or control of any classified information held by any Pledged Entity, and does not require the pr

ARTICLE V — COVENANTS The Pledgor hereby covenants and agrees with the Collateral Agent, for the benefit of the Secured Parties, that so long as any Secured Obligation remains outstanding or any Commitment under the Credit Agreement remains in effect:

Section 5.01 — Protection of Collateral Agent's Security Interest (a) The Pledgor shall defend the Collateral Agent's right, title, and security interest in and to the Pledged Collateral against all claims, demands, and actions of any person or entity asserting any interest adverse to the Collateral Agent or any Secured Party. (b) The Pledgor shall not sell, assign, transfer, exchange, convey, pledge, hypothecate, or

Section 5.02 — Changes in Organizational Documents The Pledgor shall not amend, modify, restate, supplement, or waive (and shall not permit any Pledged Entity to amend, modify, restate, supplement, or waive) any provision of the Certificate of Formation, Certificate of Incorporation, Articles of Incorporation, LLC Agreement, operating agreement, bylaws, or other organizational or governing document of any Pledged Ent

Section 5.03 — Maintenance of Existence; Jurisdictional Changes (a) The Pledgor shall not change, and shall not permit any Pledged Entity to change, its jurisdiction of organization or formation without providing at least thirty (30) days' prior written notice to the Collateral Agent, together with such UCC amendment filings, new UCC-1 financing statements, and other documents and instruments as the Collateral Agent

Section 5.04 — Distributions and Payments (a) So long as no Event of Default has occurred and is continuing, the Pledgor shall be entitled to receive and retain all ordinary cash dividends and distributions paid in respect of the Pledged Equity in the ordinary course of business, subject to the terms and conditions of the Credit Agreement (including any restrictions on Restricted Payments set forth therein). (b) Upon

Section 5.05 — Further Assurances (a) The Pledgor shall, at its own cost and expense, promptly execute and deliver, or cause to be executed and delivered, to the Collateral Agent all such additional instruments, documents, agreements, financing statements (including UCC-1 financing statements, UCC-1 amendments, and UCC-3 continuation statements), certificates, and other writings as the Collateral Agent may from time

Section 5.06 — Notices The Pledgor shall promptly (and in any event within five (5) Business Days) notify the Collateral Agent in writing of: (a) any change in any of the information set forth in the table in Section 4.06, including any change in the entity type, jurisdiction of formation, formation filing number, entity identification number, employer identification number, or certificated or uncertificated nature o

ARTICLE VI — VOTING RIGHTS; DIVIDENDS

Section 6.01 — Voting Rights Prior to Event of Default Until the occurrence and during the continuance of an Event of Default under the Credit Agreement, the Pledgor shall be entitled to exercise any and all voting rights, consensual rights, and other governance rights pertaining to the Pledged Equity or any part thereof for any purpose not inconsistent with the terms of this Pledge Agreement, the Credit Agreement, o

Section 6.02 — Voting Rights Upon Event of Default (a) Upon the occurrence and during the continuance of an Event of Default, all rights of the Pledgor to exercise the voting rights, consensual rights, and other governance rights that the Pledgor would otherwise be entitled to exercise pursuant to Section 6.01 hereof shall immediately cease, and all such rights shall thereupon become vested in and exercisable by the

Section 6.03 — Dividends and Distributions Upon Event of Default Upon the occurrence and during the continuance of an Event of Default: (a) all dividends, distributions, and other payments of any kind received or to be received by the Pledgor on account of the Pledged Equity (whether in cash, property, securities, or otherwise) shall be paid directly to the Collateral Agent and held as additional Pledged Collateral h

Section 7.01 — Remedies Upon Event of Default Upon the occurrence and during the continuance of an Event of Default under the Credit Agreement, the Collateral Agent may, at its option and without notice to the Pledgor (except as required by applicable law that cannot be waived), exercise any or all of the following rights and remedies: (a) Exercise all rights and remedies of a secured party under the UCC (including A

Section 7.02 — Limitations on Disposition of Pledged Equity (a) The Collateral Agent is authorized, but not obligated, to comply with any limitation or restriction in connection with any sale of all or any part of the Pledged Equity as it may be advised by counsel is necessary in order to avoid any violation of applicable law (including compliance with such procedures as may restrict the number of prospective bidders

Section 7.03 — Government Contract / National Security Limitations (a) Notwithstanding anything to the contrary contained in this Pledge Agreement, the exercise of remedies with respect to the Equity Interests in Whitmore Defense Solutions, Inc. (and any other Pledged Entity that, at the time of such exercise, holds a facility security clearance, is party to classified contracts with the United States government, or

Section 7.04 — Application of Proceeds The proceeds received by the Collateral Agent from any sale or other disposition of the Pledged Collateral, or from the exercise of any other remedy hereunder, shall be applied in the following order of priority: First, to the payment of all reasonable and documented fees, costs, charges, and expenses incurred by the Collateral Agent in connection with the enforcement of this Pl