EXHIBIT 10.25
PLEDGE AGREEMENT
by and between
GMH HOLDINGS, INC.
and
FIRST SOURCE FINANCIAL LLP
Dated as of December 21, 1995
PLEDGE AGREEMENT
THIS PLEDGE AGREEMENT, dated as of December 21, 1995 (herein, as the same
may at any time be amended or modified and in effect, called this "Agreement"),
is by and between GMH Holdings, Inc., a Delaware corporation, having its chief
executive office at 000 Xxxxxxxx Xxxxxx, Xxxxxxx, Xxx Xxxx 00000 (herein called
"Pledgor"), and FIRST SOURCE FINANCIAL LLP, an Illinois registered limited
liability partnership ("Lender").
BACKGROUND
1. General Manufactured Housing, Inc., a Georgia corporation
("Borrower"), and Lender have entered into a certain Secured Credit Agreement,
dated of even date herewith (herein, as the same may be amended, restated,
supplemented or otherwise modified from time to time, called the "Secured Credit
Agreement"), pursuant to which Lender has agreed to make certain Loans (as
defined in the Secured Credit Agreement) and other
financial accommodations to or for the account of Borrower.
2. Pledgor is the owner of 100% of the issued and outstanding capital
stock of Borrower, which capital stock is described on SCHEDULE I hereto.
3. It is a condition precedent to the making of the Loans under the
Secured Credit Agreement that Pledgor execute and deliver this Agreement.
NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which hereby is acknowledged, Pledgor agrees with Lender that:
SECTION 1. DEFINITIONS. When used herein, the following terms shall have
the following meanings:
The terms "Commitments", "Event of Default", "Liabilities", "Notes",
"Unmatured Event of Default" and all other terms defined in the Secured
Credit Agreement shall have the meanings assigned thereto in the Secured
Credit Agreement, unless otherwise defined in this Agreement.
"Collateral" - See SECTION 2.
"Default" shall mean an Unmatured Insolvency Default or any Event of
Default.
"Issuer" shall mean the issuer of any Pledged Shares or other
Collateral.
"Pledged Shares" - see SECTION 2.
"Unmatured Insolvency Default" shall mean an Unmatured Event of
Default arising under Section 13.1.5 of the Secured Credit Agreement.
SECTION 2. PLEDGE. To secure the prompt and complete payment and
performance of the Liabilities and the obligations of Pledgor hereunder, Pledgor
hereby pledges, hypothecates, assigns, transfers, sets over and delivers unto
Lender and hereby grants to Lender a continuing security interest in the
following (herein collectively called the "Collateral"):
(a) the shares of stock described in SCHEDULE I hereto and all shares
of stock of Borrower hereafter acquired by Pledgor (herein called the
"Pledged Shares") and the certificates representing or evidencing the
Pledged Shares, and all cash, securities, interest, dividends, rights and
other property at any time and from time to time received, receivable or
otherwise distributed after the Closing Date in respect of or in exchange
for any or all of such Pledged Shares;
(b) all other property hereafter delivered to Pledgor in substitution
for or in addition to any of the foregoing, all certificates and
instruments representing or evidencing such other property and all cash,
securities, interest, dividends, rights and other property at any time and
from time to time received, receivable or otherwise distributed after the
Closing Date in respect of or in exchange for any or all thereof; and
(c) all proceeds of all of the foregoing;
TO HAVE AND TO HOLD the Collateral, together with all rights, titles,
interests, privileges and preferences appertaining or incidental thereto, unto
Lender, its successors and assigns, SUBJECT, HOWEVER, to the terms, covenants
and conditions hereafter set forth.
SECTION 3. REPRESENTATIONS, WARRANTIES AND COVENANTS.
(a) Pledgor represents and warrants to Lender that: (i) the Pledged
Shares are duly authorized and validly issued and are fully paid and non-
assessable; (ii) Lender has a valid first perfected security interest in
the Collateral and the proceeds thereof free of all Liens whatsoever,
except the Lien created hereunder; (iii) the Pledged Shares represent all
of the issued and outstanding capital stock of all of its existing
subsidiaries; and (iv) Pledgor will, at all times, keep pledged to Lender
pursuant hereto all shares of the capital stock of Borrower, and all other
certificates or instruments which Pledgor may now or hereafter own
evidencing any ownership in Borrower. Pledgor agrees to endorse and deliver
to Lender for pledge hereunder, promptly upon its obtaining thereof, any
additional Collateral. As of the date of any such delivery of additional
shares, certificates or instruments to Lender, Pledgor represents and
warrants that (x) it will own such shares, certificates and instruments
free and clear of any rights of any other Person, (y) it will have good and
marketable title to said shares, certificates and instruments and have the
right to pledge such shares, certificates or instruments to Lender pursuant
to this Agreement and (z) it will have pledged to Lender, as at such date,
all of the capital stock of Borrower. Pledgor shall have represented and
warranted, by delivery of any additional shares, certificates or
instruments, that Lender has a valid, first perfected security interest in
said shares, certificates or instruments and the proceeds thereof free of
all Liens whatsoever. All documentary, stamp or other taxes or fees owing
in connection with the issuance, transfer and/or pledge of the Pledged
Shares and other certificates or instruments have been paid and will
hereafter be paid by Pledgor as such become due and payable.
(b) Pledgor further represents and warrants to Lender that it is the
lawful owner of the Collateral, free of all Liens, other than the Lien
hereunder, with full right to deliver, pledge, assign and transfer such
Collateral to Lender as Collateral hereunder.
(c) Until the Liabilities have been paid in full and the Commitments
have been terminated in accordance with the Secured Credit Agreement,
Pledgor will:
(i) at its sole expense, promptly deliver to Lender, from time
to time upon request of Lender, such assignments separate from
certificate and other documents, satisfactory in form and substance to
Lender, with respect to the Collateral as Lender reasonably may
request, to preserve and protect, and to enable Lender to enforce, its
rights and remedies hereunder;
(ii) not sell, assign, exchange or otherwise transfer any of its
rights to any of the Collateral;
(iii) not create or suffer to exist any Lien against, in or with
respect to any of the Collateral except for the pledge hereunder and
the Lien created hereby;
(iv) not make or consent to any amendment with respect to any
rights granted to Pledgor with respect to any of the shares which
constitute the Collateral, or enter into any agreement or permit to
exist any restriction with respect to any of the Collateral other than
pursuant hereto, pursuant to the Borrower's Certificate of
Incorporation, pursuant to the Related Documents or any documents
executed in connection with the Related Transactions and pursuant to
applicable securities laws; and
(v) not take or fail to take any action which would in any
manner impair the enforceability of Lender's Lien in any of the
Collateral.
(d) Each representation and warranty made or to be made herein by
Pledgor shall be deemed remade as of and at the date of each Loan made from
time to time under or in connection with the Secured Credit Agreement with
the same effect as if made contemporaneously with the making of each such
Loan.
SECTION 4. CARE OF COLLATERAL. Lender shall be deemed to have exercised
reasonable care in the custody and preservation of the Collateral if Lender
takes such action for that purpose as Pledgor requests in writing, but failure
of Lender to comply with any such request shall not of itself be deemed a
failure to exercise reasonable care, and no failure of Lender to preserve or
protect any rights with respect to the Collateral against prior or other
parties, or to do any act with respect to preservation of the Collateral so
requested by Pledgor, shall be deemed a failure to exercise reasonable care in
the custody or preservation of the Collateral.
SECTION 5. CERTAIN RIGHTS REGARDING COLLATERAL AND LIABILITIES.
(a) Subject to SECTIONS 5(C) and 6 hereof, Lender from time to time,
after the occurrence and during the continuance of any Default, and without
notice to Pledgor, may (i) transfer all or any part of the Collateral into
the name of Lender or its nominee, with or without disclosing that such
Collateral is subject to the Lien hereunder, (ii) notify the parties
obligated on any of the Collateral to make payment to Lender of any amounts
due or to become due thereunder, (iii) enforce collection of any of the
Collateral by suit or otherwise, (iv) surrender, release or exchange all or
any part thereof, or compromise or extend or renew for any period (whether
or not longer than the original period) any obligations of any nature of
any party with respect thereto, and (v) take control of any proceeds of the
Collateral.
(b) Lender, from time to time and without notice to Pledgor, may take
any or all of the following actions (provided that actions taken under
clause (v) may only be taken after an Event of Default has occurred and is
continuing): (i) retain or obtain a Lien upon any property to secure
payment and performance of any of the Liabilities or any obligation
hereunder, (ii) retain or obtain the primary or secondary obligation of any
obligor or obligors, with respect to any of the Liabilities or any
obligation hereunder, (iii) create, extend or renew for any period (whether
or not longer than the original period) or alter or exchange any of the
Liabilities, or release or compromise any obligation of Pledgor hereunder
or any obligation of any nature of any other obligor with respect to any of
the Liabilities or any obligation hereunder, (iv) release or fail to
perfect its Lien upon, or impair, surrender, release or permit any
substitution or exchange for, all or any part of any property securing any
of the Liabilities or any obligation hereunder, or create, extend or renew
for any period (whether or not longer than the original period) or release,
compromise, alter or exchange any obligations of any nature of any obligor
with respect to any such property, and (v) resort to the Collateral for
payment of any of the Liabilities or any obligation hereunder, whether or
not Lender (A) shall have resorted to any other property securing any of
the Liabilities or any obligation hereunder or (B) shall have proceeded
against any other obligor primarily or secondarily obligated with respect
to any of the Liabilities or any obligation hereunder (all of the actions
referred to in preceding CLAUSES (A) and (B) being hereby expressly waived
by Pledgor).
(c) Lender shall have no right to vote the Pledged Shares or other
Collateral or give consents, waivers or ratifications in respect thereof
prior to the occurrence of a Default. After the occurrence and during the
continuance of a Default, unless such Default shall have been cured or
waived, Pledgor shall have the right to vote any and all of the Pledged
Shares and other Collateral and give consents, waivers and ratifications in
respect thereof unless and until it receives notice from Lender that such
right has been terminated. Pledgor agrees to deliver (properly endorsed
when required) to Lender, after the occurrence and during the continuance
of a Default, promptly upon request of Lender, such proxies and other
documents as may be necessary for Lender to exercise the voting power with
respect to the Pledged Shares and other Collateral then or previously owned
by Pledgor.
SECTION 6. DIVIDENDS, ETC.
(a) So long as no Default shall have occurred and be continuing:
(i) Subject to the provisions of the Secured Credit Agreement,
Pledgor shall be entitled to receive and retain any and all cash
dividends on the Collateral which it is otherwise entitled to receive,
but any and all stock and/or liquidating dividends, distributions in
property, returns of capital or other distributions made on or in
respect of the Collateral, whether resulting from a subdivision,
combination, reclassification or conversion of the outstanding capital
stock of any issuer, or received in exchange for the Collateral or any
part thereof, or as a result of any merger, consolidation, acquisition
or other exchange of assets to which any issuer may be a party or
otherwise, and any and all cash and other property received in
exchange for any Collateral shall be and become part of the Collateral
pledged hereunder and, if received by Pledgor, shall forthwith be
delivered to Lender or its designated nominee (accompanied, if
appropriate, by proper instruments of assignment and/or stock powers
executed by Pledgor in accordance with Lender's instructions) to be
held subject to the terms of this Agreement.
(ii) If the Collateral or any part thereof shall have been
registered in the name of Lender or its agent, Lender shall execute
and deliver (or cause to be executed and delivered) to Pledgor all
such dividend orders and other instruments as Pledgor may request for
the purpose of enabling Pledgor to receive the dividends or other
payments which it is authorized to receive and retain pursuant to
CLAUSE (I) above.
(b) Upon the occurrence and during the continuance of a Default
(i) all rights of Pledgor pursuant to SECTION 6(A)(I) hereof shall
cease and Lender shall have the sole and exclusive right and authority to
receive and retain the dividends which Pledgor would otherwise be
authorized to retain, (ii) all such dividends, and all other distributions
and payments made on or in respect of the Collateral which may at any time
and from time to time be held by Pledgor, shall, until delivery to Lender,
be held by Pledgor separate and apart from its other property in trust for
Lender, and (iii) any and all money and other property paid over to or
received by Lender pursuant to the provisions of this PARAGRAPH (B) shall
be retained by Lender as additional Collateral hereunder and be applied in
accordance with the provisions hereof.
SECTION 7. DEFAULT.
(a) Upon the occurrence and during the continuance of a Default,
Lender may exercise from time to time any rights and remedies available to
it under the Uniform Commercial Code as in effect from time to time in
Illinois or otherwise available to it, including, without limitation, sale,
assignment, or other disposal of the Collateral in exchange for cash or
credit. If any notification of intended disposition of any of the
Collateral is required by law, such notification, if mailed, shall be
deemed reasonably and properly given if mailed at least ten (10) days
before such disposition, postage prepaid, addressed to Pledgor either at
the address of Pledgor shown below, or at any other address of Pledgor
appearing on the records of Lender. Any proceeds of any disposition of
Collateral shall be applied as provided in SECTION 8 hereof. No rights and
remedies of Lender expressed hereunder are intended to be exclusive of any
other right or remedy, but every such right or remedy shall be cumulative
and shall be in addition to all other rights and remedies herein conferred,
or conferred upon Lender under any other agreement or instrument relating
to any of the Liabilities or security therefor or now or hereafter existing
at law or in equity or by statute. No delay on the part of Lender in the
exercise of any right or remedy shall operate as a waiver thereof, and no
single or partial exercise by Lender of any right or remedy shall preclude
other or further exercise thereof or the exercise of any other right or
remedy. No action of Lender permitted hereunder shall impair or affect the
rights of Lender in and to the Collateral.
(b) Pledgor agrees that in any sale of any of the Collateral, Lender
is authorized to comply with any limitation or restriction in connection
with such sale as counsel may advise Lender is necessary in order to avoid
any violation of applicable law (including, without limitation, compliance
with such procedures as may restrict the number of prospective bidders and
purchasers, require that such prospective bidders and purchasers have
certain qualifications, and restrict such prospective bidders and
purchasers to persons who will represent and agree that they are purchasing
for their own account for investment and not with a view to the
distribution or resale of such Collateral), or in order to obtain any
required approval of the sale or of the purchaser by any governmental
regulatory authority or official, and Pledgor further agrees that such
compliance shall not result in such sale being considered or deemed not to
have been made in a commercially reasonable manner, nor shall Lender be
liable nor accountable to Pledgor for any discount allowed by reason of the
fact that such Collateral is sold in compliance with any such limitation or
restriction.
SECTION 8. APPLICATION OF PROCEEDS. The proceeds of sale of
Collateral sold pursuant to the terms of SECTION 7 hereof and any cash held as
Collateral hereunder shall be applied by Lender as follows:
FIRST: to payment of all of the costs and expenses of Lender,
including (i) the expenses of such sale, (ii) the out-of-pocket costs and
expenses of Lender and the reasonable fees and out-of-pocket costs and
expenses of counsel employed by Lender, (iii) the payment of all advances
made by Lender for the account of Pledgor or Borrower, and (iv) the payment
of all costs and expenses incurred by Lender in connection with the
administration and enforcement of this Agreement, to the extent that such
advances, costs and expenses shall not have been reimbursed to Lender and
then to all other obligations of Pledgor hereunder;
SECOND: to the payment in full of the Liabilities in such order as
Lender may determine from time to time in its sole discretion; and
THIRD: the balance, if any, of such proceeds shall be paid to
Pledgor, its successors and assigns, or as a court of competent
jurisdiction may direct.
SECTION 9. AUTHORITY OF LENDER. Lender shall have, and be entitled to
exercise, all such powers hereunder as are specifically delegated to Lender by
the terms hereof, together with such powers as are incidental thereto. Lender
may execute any of its duties hereunder by or through agents or employees and
shall be entitled to retain counsel and to act in reliance upon the advice of
such counsel concerning all matters pertaining to its duties hereunder. Neither
Lender nor any director, officer or employee of Lender shall be liable for any
action taken or omitted to be taken by it or them hereunder or in connection
herewith, except for its or their own gross negligence or willful misconduct.
Pledgor hereby agrees to reimburse Lender, on demand, for all costs and expenses
incurred by Lender in connection with the enforcement of this Agreement
(including, without limitation, costs and expenses incurred by any agent
employed by Lender) and agrees to indemnify (which indemnification shall survive
any termination of this Agreement) and hold harmless Lender (and any such agent)
from and against any and all liability incurred by Lender (or such agent)
hereunder or in connection herewith, unless such liability shall be due to gross
negligence or willful misconduct on the part of Lender or such agent, as the
case may be.
SECTION 10. TERMINATION. Subject to Section 16(e), Pledgor agrees that
its pledge hereunder shall (notwithstanding, without limitation, that at any
time or from time to time all Liabilities may have been paid in full), terminate
only when all Liabilities (including, without limitation, any extensions or
renewals of any thereof) and all interest thereon and all expenses (including,
without limitation, reasonable attorneys' fees and legal expenses) paid or
incurred by Lender or the holder or the holders of the Notes in endeavoring to
enforce this Agreement, the Secured Credit Agreement and the Related Documents
to which Lender is a party or of which Lender is a beneficiary shall have been
finally paid in full and all Commitments under the Secured Credit Agreement have
been terminated, at which time Lender shall reassign and redeliver (or cause to
be reassigned and redelivered) to Pledgor, or to such Person or Persons as
Pledgor shall designate, such of the Collateral (if any) as shall not have been
sold or otherwise applied by Lender pursuant to the terms hereof and shall still
be held by Lender hereunder, together with appropriate instruments of
termination, reassignment and release. Any such reassignment shall be without
recourse upon, or representation or warranty by, Lender and at the sole cost and
expense of Pledgor.
SECTION 11. NOTICES. All notices or other communications hereunder shall
be given in the manner specified under Section 14.3 of the Secured Credit
Agreement.
SECTION 12. BINDING AGREEMENT; ASSIGNMENT. This Agreement, and the terms,
covenants and conditions hereof, shall be binding upon and inure to the benefit
of the parties hereto, and their respective successors and assigns, except
Pledgor shall not be permitted to assign this Agreement nor any interest herein
nor in the Collateral, nor any part thereof, nor otherwise pledge, encumber or
grant any option with respect to the Collateral, nor any part thereof and
Pledgee subject to the provisions of the Secured Credit Agreement.
SECTION 13. SUBMISSION TO JURISDICTION; WAIVER OF JURY TRIAL. LENDER MAY
ENFORCE ANY CLAIM ARISING OUT OF THIS AGREEMENT, ANY COLLATERAL OR ANY
AMENDMENT, INSTRUMENT, DOCUMENT OR AGREEMENT DELIVERED OR WHICH MAY BE IN THE
FUTURE BE DELIVERED IN CONNECTION HEREWITH, OR ARISING FROM OR RELATED TO ANY
CREDIT RELATIONSHIP EXISTING IN CONNECTION WITH THIS AGREEMENT IN ANY STATE OR
FEDERAL COURT HAVING SUBJECT MATTER JURISDICTION AND LOCATED IN CHICAGO,
ILLINOIS. FOR THE PURPOSE OF ANY ACTION OR PROCEEDING INSTITUTED WITH RESPECT TO
ANY SUCH CLAIM, PLEDGOR HEREBY IRREVOCABLY SUBMITS TO THE JURISDICTION OF SUCH
COURTS AND ALSO HAS IRREVOCABLY DESIGNATED THE PERSON WHOSE NAME AND ADDRESS ARE
SET FORTH IN THE SECURED CREDIT AGREEMENT TO RECEIVE FOR AND ON BEHALF OF
PLEDGOR SERVICE OF PROCESS IN ILLINOIS. PLEDGOR IRREVOCABLY CONSENTS TO THE
SERVICE OF PROCESS OUT OF SAID COURTS BY MAILING A COPY THEREOF, BY REGISTERED
MAIL, POSTAGE PREPAID, TO PLEDGOR AND AGREES THAT SUCH SERVICE, TO THE FULLEST
EXTENT PERMITTED BY LAW, (A) SHALL BE DEEMED IN EVERY RESPECT EFFECTIVE SERVICE
OF PROCESS UPON IT IN ANY SUCH SUIT, ACTION OR PROCEEDING AND (B) SHALL BE TAKEN
AND HELD TO BE VALID PERSONAL SERVICE UPON AND PERSONAL DELIVERY TO IT. NOTHING
HEREIN CONTAINED SHALL AFFECT THE RIGHT OF LENDER TO SERVE PROCESS IN ANY OTHER
MANNER PERMITTED BY LAW OR PRECLUDE LENDER FROM BRINGING AN ACTION OR PROCEEDING
IN RESPECT HEREOF IN ANY OTHER COUNTRY, STATE OR PLACE HAVING JURISDICTION OVER
SUCH ACTION. PLEDGOR IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW,
ANY OBJECTION WHICH IT MAY HAVE OR HEREAFTER HAVE TO THE LAYING OF THE VENUE OF
ANY SUCH SUIT, ACTION OR PROCEEDING BROUGHT IN ANY SUCH COURT LOCATED IN
CHICAGO, ILLINOIS AND ANY CLAIM THAT ANY SUCH SUIT, ACTION OR PROCEEDING HAS
BEEN BROUGHT IN AN INCONVENIENT FORUM. EACH PARTY HEREBY EXPRESSLY WAIVES ANY
RIGHT TO A TRIAL BY JURY IN ANY ACTION OR PROCEEDING TO ENFORCE OR DEFEND ANY
RIGHTS UNDER THIS AGREEMENT, ANY COLLATERAL OR ANY AMENDMENT, INSTRUMENT,
DOCUMENT OR AGREEMENT DELIVERED OR WHICH MAY IN THE FUTURE BE DELIVERED IN
CONNECTION WITH THE FOREGOING OR ARISING FROM ANY CREDIT RELATIONSHIP EXISTING
IN CONNECTION WITH THIS AGREEMENT, AND AGREES THAT ANY SUCH ACTION OR PROCEEDING
SHALL BE TRIED BEFORE A COURT AND NOT BEFORE A JURY.
SECTION 14. GOVERNING LAW; INTERPRETATION. THIS AGREEMENT HAS BEEN
DELIVERED AT CHICAGO, ILLINOIS, AND SHALL BE GOVERNED BY THE INTERNAL LAWS OF
THE STATE OF ILLINOIS WITHOUT REGARD TO ITS PRINCIPLES OF CONFLICTS OF LAW.
WHEREVER POSSIBLE, EACH PROVISION OF THIS AGREEMENT SHALL BE INTERPRETED IN SUCH
MANNER AS TO BE EFFECTIVE AND VALID UNDER APPLICABLE LAW, BUT IF ANY PROVISION
OF THIS AGREEMENT SHALL BE PROHIBITED BY OR INVALID UNDER SUCH LAW, SUCH
PROVISION SHALL BE INEFFECTIVE TO THE EXTENT OF SUCH PROHIBITION OR INVALIDITY,
WITHOUT INVALIDATING THE REMAINDER OF SUCH PROVISION OR THE REMAINING PROVISIONS
OF THIS AGREEMENT.
SECTION 15. FILING AS A FINANCING STATEMENT. At the option of Lender, this
Agreement, or a carbon, photographic or other reproduction of this Agreement or
of any Uniform Commercial Code financing statement covering
the Collateral or any portion thereof, shall be sufficient as a Uniform
Commercial Code financing statement and may be filed as such.
SECTION 16. MISCELLANEOUS.
(a) No amendment to, modification or waiver of, or consent with respect
to, any provision of this Agreement shall in any event be effective unless the
same shall be in writing and signed and delivered by Lender and Pledgor, and
then any such amendment, modification, waiver or consent shall be effective only
in the specific instance and for the specific purpose for which given.
(b) The section headings in this Agreement are inserted for convenience of
reference and shall not be considered a part of this Agreement or used in its
interpretation.
(c) Except as otherwise set forth in the Secured Credit Agreement and the
Related Documents, Pledgor hereby expressly waives to the fullest extent
permitted by law: (i) notice of the acceptance by Lender of this Agreement, (ii)
notice of the existence or creation or nonpayment of all or any of the
Liabilities, (iii) presentment, demand, notice of dishonor, protest, and all
other notices whatsoever, and (iv) all diligence in collection or protection of
or realization upon the Liabilities or any thereof, any obligation hereunder, or
any security for or guaranty of any of the foregoing.
(d) Subject to the terms of the Secured Credit Agreement, Lender may, from
time to time, without notice to Pledgor, assign or transfer any or all of the
Liabilities or any interest therein; and, notwithstanding any such assignment or
transfer or any subsequent assignment or transfer thereof, such Liabilities
shall be and remain Liabilities for the purposes of this Agreement, and each and
every immediate and successive assignee or transferee of any of the Liabilities
or of any interest therein shall, to the extent of the interest of such assignee
or transferee in the Liabilities, be entitled to the benefits of this Agreement
to the same extent as if such assignee or transferee were Lender.
(e) Pledgor agrees that, if at any time all or any part of any payment
theretofore applied by Lender to any of the Liabilities is or must be rescinded
or returned by Lender for any reason whatsoever (including, without limitation,
the insolvency, bankruptcy or reorganization of any Borrower), such Liabilities
shall, for the purposes of this Agreement, to the extent that such payment is or
must be rescinded or returned, be deemed to have continued in existence,
notwithstanding such application by Lender, and the pledge by Pledgor hereunder
shall continue to be effective or be reinstated, as the case may be, as to such
Liabilities, all as though such application by Lender had not been made. Pledgor
will get credit for interest earned by Lender on such amounts.
(f) No action of Lender permitted hereunder shall in any way affect or
impair the rights of Lender and the obligations of Pledgor under this Agreement.
Pledgor hereby acknowledges that there are no conditions to the effectiveness of
this Agreement.
(g) All obligations of Pledgor and rights of Lender and any other holder
of a Note or Liability expressed in this Agreement shall be in addition to and
not in limitation of those provided under applicable law or in any other written
instrument or agreement relating to any of the Liabilities.
(h) This Agreement may be executed in any number of counterparts, each of
which shall for all purposes be deemed an original, but all such counterparts
shall constitute but one and the same Agreement. Pledgor hereby acknowledges
receipt of a true, correct and complete counterpart of this Agreement.
(i) Lender is the current holder of all Liabilities but may in the future
transfer, assign or sell certain Liabilities, subject to the provisions of the
Secured Credit Agreement.
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed as of the date first above written.
GMH Holdings, Inc., a Delaware
corporation
Address:
By: /s/ Xxxx X. Xxxxx
---------------------------------
000 Xxxxxxxx Xxxxxx Name: Xxxx X. Xxxxx
Xxxxxxx, Xxx Xxxx 00000 Title: President
Telecopy: (000) 000-0000
Telephone: (000) 000-0000
FIRST SOURCE FINANCIAL LLP, an Illinois
registered limited liability partnership
By: First Source Financial, Inc.,
a Delaware corporation, its
Agent/Manager
Address:
By: /s/ Xxxxxx X. Xxxxxxxxxx, Xx.
0000 Xxxx Xxxx Xxxx ----------------------------------
5th Floor Name: Xxxxxx X. Xxxxxxxxxx, Xx.
Xxxxxxx Xxxxxxx, XX 00000 Title: Vice President
Telecopy: (000) 000-0000
Telephone: (000) 000-0000
SCHEDULE I
LISTING OF STOCK PLEDGED
NUMBER OF
CERTIFICATE SHARES OF
ISSUER NUMBER CAPITAL STOCK % OWNERSHIP
General Manufactured Housing, Inc. 27 5250 100%
[Attached to Schedule I is the Stock Certificate Number 27 for 5,250 shares in
the name of GMH Holdings, Inc. and dated the 21st day of December, 1995.]
[Also attached to Schedule I is a Stock Power executed by GMH Holdings, Inc.]
