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Exhibit 7.5
A FIFTH THIRD BANCORP BANK
PLEDGE AGREEMENT
(SECURITIES)
This PLEDGE AGREEMENT ("Agreement") is made this 6th day of July, 1998, by and
between Liberty Self Stor, Ltd.,("Pledgor"), and Fifth Third Bank, 0000 Xxxx
Xxxxx Xxxxxx, Xxxxxxxxx, Xxxx 00000 ("Pledgee").
1. Pledge. (a) Pledgor, jointly and severally if more than one, pledges,
mortgages, assigns, transfers, delivers, deposits, sets over and confirms as a
first priority security interest to Pledgee and its successors and assigns, for
itself and as agent for any affiliate of Fifth Third Bancorp, all of Pledgor's
right, title and interest in and to the securities listed on Exhibit A attached
hereto and all income, dividends and other distributions thereon and the
proceeds thereof (collectively, the "Interest"), as collateral security for
payment and performance of the following (collectively, the "Obligations"): all
loans, advances, indebtedness and other obligations of each of Pledgor and
Xxxxxxx X. Xxxxxxx, 0000 Xxxxxx Xxxxxx, Xxxxxx, Xxxx 00000 (if different from
Pledgor, hereinafter referred to as "Borrower") owed to Pledgee and/or any
affiliate of Fifth Third Bancorp, of every kind and description whether now
existing or hereafter arising including without limitation those owed to others
and acquired by Pledgee by purchase, assignment or otherwise) and whether direct
or indirect, primary or as guarantor or surety, absolute or contingent
liquidated or unliquidated, matured or unmatured, whether or not secured by
additional collateral, and all liabilities, obligations and indebtedness arising
under this Agreement and all other instruments and agreements evidencing,
guarantying or securing any of the foregoing, and all obligations to perform or
forbear from performing acts, all amounts represented by letters of credit now
or hereafter issued by Pledgee for the benefit of or at the request of Borrower
or Pledgor, and all expenses and attorneys' fees incurred by Pledgee under this
Agreement or any other document or instrument related thereto or related thereto
including but not limited to the following: $2,000,000 Draw Note.
(b) All dividends and distributions (in the form of cash, property, stock or
other securities) arising out of the Interest (collectively "Distributions")
shall immediately become subject to the lien and security interest of this
Agreement and upon
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acquisition of any such additional Interest, Pledgor agrees to deliver to
Pledgee, all documents evidencing the Interest and any additional documentation
requested by Pledgee to perfect and protect Pledgee's interest therein.
(c) All certificates evidencing the Interest are herewith delivered to the
Secured Party accompanied by assignments executed in blank.
2. Representations and Warranties. Pledgor represents and warrants to Pledgee
that:
(a) Pledgor is the sole holder of record and sole beneficial owner of the
Interest, free and clear of any security interest, pledge, or other lien or
encumbrance (collectively "Lien");
(b) Pledgor has the right and requisite authority to pledge, mortgage, assign,
transfer, deliver, deposit, set over and confirm the Interest to Pledgee as
provided herein;
(c) Pledgor has obtained all necessary consents, approvals, authorizations or
orders of any person, corporation, partnership, trust, governmental entity, or
other entity required for the execution and delivery of this Agreement or the
delivery of the Interest to Pledgee as provided herein; and
(d) there are no restrictions on the transfer of the Interest except as set
forth on the face of any certificate evidencing the Interest. The
representations and warranties set forth in this Section 2 shall survive the
execution and delivery of this Agreement.
3. Default. Each of the following will be an Event of Default hereunder (herein
"Events of Default"): (a) the default in the payment or performance of the
Obligations or any part thereof; (b) the occurrence of a default or an Event of
Default under any instrument or agreement evidencing, guarantying or securing
any of the Obligations; (c) the failure of Pledgor to perform or observe any of
the provisions of this Agreement; (d) any misrepresentation by Borrower or
Pledgor to Pledgee for the purpose of obtaining credit or an extension of
credit; (e) the issuance of a court order lien or attachment against the any
part of the Interest; (f) the entry of a decree or order for relief by a court
having jurisdiction in the premises in respect of Pledgor or Borrower in an
involuntary or other similar law now or hereafter in effect, or appointing a
receiver, liquidator, assignee, custodian, trustee, sequestrator (or other
similar law now or hereafter in effect, or appointing a receiver, liquidator,
assignee, custodian, trustee, sequestrator (or other similar official) of
Borrower or Pledgor or for any substantial part of
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either of their properties, or ordering the wind-up or liquidation of either of
their affairs, or the filing and pendency for 60 days without dismissal of a
petition initiating an involuntary case under any such bankruptcy, insolvency or
other similar law; (g) the commencement by Borrower or Pledgor of a voluntary
case under any applicable bankruptcy, insolvency or other similarly law now or
hereafter in effect, or the consent by either of them to the entry of an order
for relief in an involuntary case under any such law or to the appointment of or
taking possession by a receiver, liquidator, assignee, trustee, custodian,
sequestrator (or other similar official) of Borrower or Pledgor or of any
substantial part of either of their properties, or the making by either of them
of any general assignment for the benefit of creditors, or the failure of
Borrower or Pledgor generally to pay either of their debts as such debts become
due, or the taking of corporate action by Borrower or Pledgor in furtherance of
any of the foregoing; (h) the death or dissolution of Borrower, Pledgor or any
endorser or guarantor of the Obligations; or (i) the occurrence of any adverse
change in the condition or affairs (financially or otherwise) of Borrower,
Pledgor or of any endorser, guarantor or surety for any of the Obligations,
which in the opinion of Pledgee impairs Pledgee's security or the ability of
Pledgee to recover repayment or performance of any Obligations or the Pledgee
deems itself insecure.
THIS AGREEMENT IS SUBJECT TO, AND PLEDGOR AGREES TO BE BOUND BY, THE ADDITIONAL
PROVISIONS SET FORTH ON THE REVERSE SIDE HEREOF, THE SAME BEING INCORPORATED
HEREIN BY REFERENCE.
Dated this 6th day of July, 1998.
PLEDGEE: PLEDGOR:
Fifth Third Bank Liberty Self Stor, Ltd.
By: /s/ XXXXX X. XXXXXX By: /s/ XXXXXXX X. XXXXXXX, MG MBR
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Xxxxx X. Xxxxxx Xxxxxxx X. Xxxxxxx, Managing
Its: Vice President Member
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EXHIBIT A
Security Name Shares
Pacific Gateway Properties 500,000
