To: Hilco Capital LP
0 Xxxxxx Xxxxx
Xxxxx 000
Xxxxxxxxxx, XX 00000
May 31, 2001
PLEDGE AGREEMENT
Ladies and Gentlemen:
Reference is made to the Financing Agreement of even date herewith (as
amended from time to time, herein called the "Financing Agreement") among Hilco
Capital LP (the "Lender") and the following joint and several obligors: Harvard
Industries, Inc., Xxxxxxx-Xxxxxx, Inc., Harvard Transportation Corporation,
Xxxxxxx-Xxxxxx Greeneville, Inc., Pottstown Precision Casting, Inc., Harvard
Industries Risk Management, Inc., Xxxxxxx-Xxxxxx Toledo, Inc., Xxxxxx
Automotive, Inc., Xxxxx-Albion Corporation, and KWCI Liquidating Corporation
(each individually a "Company" and collectively, the "Companies") and Trim
Trends Canada Limited and 000000 Xxxxxx Inc., as Guarantors (each individually a
"Guarantor" and collectively, the "Guarantors").
The capitalized terms used and not otherwise defined herein have the
meanings given to them in the Financing Agreement. In referring to "you," this
Pledge Agreement means the Lender. The Index of Defined Terms hereto identifies
where certain terms are defined in this Pledge Agreement.
This Pledge Agreement is executed as an inducement to the Lender to
make a term loan and otherwise to extend credit or financial accommodations to
the Companies and to enter into and continue a financing arrangement with the
Companies, and is executed in consideration of the Lender doing or having done
any of the foregoing. Each of the undersigned (herein each, a "Pledgor") agrees
that any of the foregoing shall be deemed to have been done or extended by the
Lender in consideration of and in reliance upon the execution of this Pledge
Agreement, but nothing herein shall obligate the Lender to do any of the
foregoing.
The rights and remedies provided to you in this Pledge Agreement shall
be in addition to, and shall not be deemed to affect, prejudice modify or limit
any other rights, collateral, agreements or security which you may now or
hereafter hold whether granted or given to you by any Pledgor, any Company or
Guarantor or by any other Person. In addition, nothing in this Pledge Agreement
shall be deemed to affect, prejudice, modify or limit any of your agreements
with the Senior Lien Administrative Agent and the Senior Lien Lenders under the
Intercreditor Agreement as to what rights and remedies that you may have, the
order in which you elect to exercise them or as to the conditions to their
exercise.
Pledge. i) Each Pledgor hereby grants to you a security interest in all of
its right, title and interest in and to (i) the securities listed on the
attached Schedule 1, issued as indicated on said Schedule 1 (the "Stock") and
(ii) the promissory notes and other instruments listed on the attached Schedule
1, issued as indicated on said Schedule 1 (the "Notes") owned by such Pledgor,
as identified in said Schedule 1 (the Stock and the Notes, collectively, the
"Securities"), as security for the full and indefeasible payment and performance
when due of all now existing and future Obligations, in the case of any Pledgor
that is a Company, or Guaranty Obligations, in the case of any Pledgor that is a
Guarantor, whether arising pursuant to the Financing Agreement, any of the other
Loan Documents (including this Pledge Agreement) or otherwise (as applicable to
each case, the "Pledgor Obligations").
Section 1.").
(a) The foregoing by each Pledgor includes all right, title
and interest in and to and a continuing security interest in, all of the
Securities together with any and all rights, coupons, warrants or rights to
subscribe, options, dividends, liquidating dividends, splits, dividends paid in
stock, dividends paid in Securities, new or reclassified securities, cash,
distributions or any other property which such Pledgor is or may hereafter
become entitled to receive on account of such Securities, any and all
increments, substitutions, additions or replacements thereof, and all securities
accounts to which any or all of the foregoing may at any time be credited and
any and all proceeds of the foregoing (all collectively hereinafter referred to
as the "Pledged Collateral" and, in relation to any Pledgor, the Pledged
Collateral of such Pledgor).
(b) Each Pledgor hereby acknowledges and agrees that, pursuant
to and in accordance with the terms of the Intercreditor Agreement, upon the
termination of the Senior Lien Financing Agreement and the full and indefeasible
payment of all obligations of the Pledgors in favor of the Senior Lien
Administrative Agent and the Senior Lien Lenders, the Senior Lien Administrative
Agent shall deliver any Pledged Collateral then in the possession of the Senior
Lien Administrative Agent to the Lender as continued security for the full and
indefeasible payment and performance when due of all Pledgor Obligations.
Section 2. Events of Default and Certain Remedies. (a) Each Pledgor
shall be in default under this Pledge Agreement upon the occurrence of any Event
of Default under the Financing Agreement. If any Event of Default or if a
Default consisting of a failure of payment of a kind referred to in Paragraph
10.1 of the Financing Agreement (a "Payment Default") occurs and is continuing,
then on ten (10) days' prior notice to the Pledgors, without the curing of such
default within such time, you may, without demand of performance, advertisement
or notice of intention to sell, or of the time or place of sale, and without
notice to redeem, or any other notice or demand whatsoever to or upon any
Pledgor (all and each of which demands, advertisements and/or notices are hereby
expressly waived by each Pledgor), forthwith or at any time or times thereafter,
cause the Senior Lien Administrative Agent, pursuant to and in accordance with
the terms of the Intercreditor Agreement, to deliver the Pledged Collateral held
by it to you, whereupon you may:
(1) transfer to and/or register in your name, or the name
of your nominee, any or all of the Pledged Collateral
and/or collect, receive, appropriate and realize upon
said Pledged Collateral;
(2) sell, assign, transfer and deliver the whole or any
part of the Pledged Collateral then subject to this
Pledge Agreement in one or more parcels, at public or
private sale or sales, through any securities
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exchange, broker, dealer or over-the-counter market,
electronic trading facility or other securities
market, at your office or elsewhere, on such terms
and conditions, and at such prices as you may deem
advisable, for cash, upon credit, or for future
delivery, with the right on your part to become the
purchaser thereof at any such sale or sales, free and
clear of any right to equity of redemption (which
right or equity is hereby expressly waived and
released); and
(3) in addition to any and all other rights and remedies
provided for herein or otherwise available to you,
you shall have all the rights and remedies of a
secured party under the UCC.
(b) Each Pledgor agrees that any notice of sale, disposition,
or other intended action by you that may be required by applicable law, if sent
through Harvard to any Pledgor (with a copy to the other Pledgors, care of
Harvard), at least ten (10) days prior to such action shall constitute
reasonable notice to that Pledgor. Prior to exercising your rights contained
herein you may in your discretion forward the various coupons coming due on any
Securities covered hereby directly to the relevant Pledgor for collection.
(c) Unless and until an Event of Default shall have occurred
and be continuing:
(i) Each Pledgor shall be entitled to exercise any and all
voting and/or other consensual rights and powers inuring to an owner of
Pledged Collateral or any part thereof for any purpose; provided,
however, that such Pledgor will not be entitled to exercise any such
right if the result thereof could reasonably be expected to adversely
affect the rights inuring to a holder of the Pledged Collateral, your
rights and remedies under this Pledge Agreement or the Financing
Agreement or any other Loan Document or your ability to exercise the
same.
(ii) You agree to execute and deliver to each Pledgor, or
cause to be executed and delivered to each Pledgor, all such proxies,
powers of attorney and other instruments as such Pledgor may reasonably
request for the purpose of enabling such Pledgor to exercise the voting
and/or consensual rights and powers it is entitled to exercise pursuant
to subparagraph (i) above and to receive the cash dividends it is
entitled to receive pursuant to subparagraph (iii) below.
(iii) Each Pledgor shall be entitled to receive and retain
any and all cash dividends, interest and principal paid on the Pledged
Collateral to the extent and only to the extent that such cash
dividends, interest and principal are permitted by, and otherwise paid
in accordance with, the terms and conditions of the Financing
Agreement, the other Loan Documents and applicable laws. All noncash
dividends, interest and principal, and all dividends, interest and
principal paid or payable in cash or otherwise in connection with a
partial or total liquidation or dissolution, return of capital, capital
surplus or paid-in surplus, and all other distributions (other than
distributions referred to in the preceding sentence) made on or in
respect of the Pledged Collateral, whether paid or payable in cash or
otherwise, whether resulting from a subdivision, combination or
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reclassification of the outstanding capital stock of the issuer of any
Pledged Collateral or received in exchange for Pledged Collateral or
any part thereof, or in redemption thereof, or as a result of any
merger, consolidation, acquisition or other exchange of assets to which
such issuer may be a party or otherwise, shall be and become part of
the Collateral, and, if received by any Pledgor, shall not be
commingled by such Pledgor with any of its other funds or property but
shall be held separate and apart therefrom, shall be held in trust for
your benefit and shall be forthwith delivered to you by such Pledgor in
the same form as so received (with any necessary endorsement or
instrument of transfer or assignment executed in blank).
(d) Upon the occurrence and during the continuance of an Event
of Default, all rights of any Pledgor to dividends, interest or principal that
such Pledgor is authorized to receive pursuant to paragraph (c)(iii) above shall
cease, and all such rights shall thereupon become vested in you, and you shall
have the sole and exclusive right and authority to receive and retain such
dividends, interest or principal. All dividends, interest or principal received
by a Pledgor contrary to the provisions of this Section 2 shall be held in trust
for your benefit, shall be segregated from other property or funds of such
Pledgor and shall be forthwith delivered to you by such Pledgor upon demand in
the same form as so received (with any necessary endorsement or instrument of
transfer or assignment executed in blank). Any and all money and other property
paid over to or received by you pursuant to the provisions of this paragraph (d)
shall be retained by you in an account to be established by you upon receipt of
such money or other property and may be applied in accordance with the
provisions of Section 3 but you shall not be required to segregate such money or
other property from other Collateral or have any trust or other fiduciary
responsibility in respect thereof.
(e) Upon the occurrence and during the continuance of an Event
of Default, all rights of any Pledgor to exercise the voting and consensual
rights and powers it is entitled to exercise pursuant to paragraph (c)(i) of
this Section 2, and your obligations under paragraph (c)(ii) of this Section 2,
shall cease, and all such rights shall thereupon become vested in you, and you
shall have the sole and exclusive right and authority to exercise such voting
and consensual rights and powers, in accordance with the terms of the Financing
Agreement.
Section 3. Application of Proceeds. The proceeds of any disposition
hereunder shall be applied, subject to the terms of the Intercreditor Agreement,
first, to all costs and expenses, including, but not limited to, reasonable
attorneys' fees and expenses and court costs, incurred by you in connection with
such disposition and your exercise of your rights and remedies hereunder, under
the Financing Agreement or otherwise under applicable law, and, next, to the
payment in whole or in part, in such order as you may elect, of the Pledgor
Obligations, whether then due or not due, in accordance with the terms of the
Financing Agreement and the Intercreditor Agreement. Only if you have any
remaining balance after all such applications will you be required to pay it
over to the Pledgor or to any Person entitled thereto or as a court of competent
jurisdiction may direct, upon proper demand being made therefor. If the Pledgor
Obligations are not fully and finally satisfied through this application of
proceeds and the application of the proceeds of other Collateral as contemplated
in the other Loan Documents and the Intercreditor Agreement, each of the
Pledgors shall continue to be fully liable for the deficiency.
Section 4. Irrevocable Proxy. Further, each Pledgor hereby expressly
grants to you the right and irrevocable proxy, in the circumstances contemplated
in Section 2(a) and subject to the
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terms of the Intercreditor Agreement, to vote or exercise any other consensual
rights a holder of Securities may have for any purposes as you in your sole
discretion deem advisable, and to otherwise exercise as to such Pledged
Collateral, all rights, powers and remedies as the owner thereof.
Section 5. Power of Attorney. Each Pledgor hereby confirms the power of
attorney that it has granted to you in Paragraph 9.1 of Section 9 of the
Financing Agreement and that you, or any Person or agent you may designate, may
as the Pledgor's attorney-in-fact thereunder, at the Pledgors' cost and expense
and subject to the terms of the Intercreditor Agreement, exercise all of the
powers there granted to you with respect to the Pledged Collateral as well as
each of those set forth below:
(a) To perform or cause the performance of any Obligation of
the Pledgor hereunder;
(b) To liquidate any Pledged Collateral and otherwise to deal
in or with the Pledged Collateral or the proceeds or avails thereof, as fully
and effectually as if you were the absolute owner thereof, and to apply the
proceeds thereof to payment of the Pledgor Obligations, notwithstanding the fact
that such liquidation may give rise to penalties;
(c) To transmit to any Persons indebted on any Pledged
Collateral notice of your interest therein and to notify any Persons indebted on
any Pledged Collateral to make payment directly to you for the Pledgors' account
and receive and give acquittance and receipts for moneys due and to become due
under or in respect of any of the Pledged Collateral;
(d) To enter into any extension, reorganization, deposit,
merger or consolidation agreement or any other agreement relating to or
affecting the Pledged Collateral and, in connection therewith, to deposit or
surrender control of the Pledged Collateral and to accept other property in
exchange for the Pledged Collateral, subject otherwise to this Pledge Agreement;
and
(e) to transfer to yourself or to your nominee any or all of
the Pledged Collateral or to register same in your name on the books of the
company or entity issuing same; to receive cash dividends, coupons and income
thereon and to hold the same as additional collateral security hereunder, or to
apply it against the Pledgor Obligations.
Notwithstanding anything hereinabove contained to the contrary, except
as otherwise provided in the Financing Agreement, the powers set forth above may
only be exercised after the occurrence and during the continuance of an Event of
Default and until such time as such Event of Default is waived in writing by
you. Each Pledgor hereby ratifies and approves all of your acts taken pursuant
to the foregoing appointment, other than your acts constituting gross negligence
or willful misconduct, and you, as each Pledgor's attorney-in-fact, will not be
liable for any acts of commission or omission, or for any error of judgment or
mistake of fact or law, other than those that result from your gross negligence
or willful misconduct, and any actions taken pursuant to this Section 5 are
understood as not to limit the right of set off exercisable by you as provided
in the Financing Agreement. Notwithstanding anything to the contrary elsewhere
in this Pledge Agreement, if the Pledgor Obligations are declared or
automatically become immediately due and payable pursuant to Paragraph 10.2 of
the Financing Agreement, in connection with an Event of Default, your rights to
exercise the powers granted to you in the power of attorney included in the
Financing Agreement and
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this Pledge Agreement, shall continue and shall not cease to be effective until
the full, final and indefeasible payment of all the Pledgor Obligations,
regardless of whether such Event of Default is subsequently remedied.
Section 6. Ownership of Pledged Collateral. Each Pledgor represents and
warrants that the Securities owned by such Pledgor are owned by it absolutely,
and are free and clear of all liens and encumbrances except for the Permitted
Encumbrances (as defined in the Financing Agreement); that there are no
restrictions upon the grant of the security interest or the transfer of any of
the Securities, except for restrictions expressly provided for herein and
restrictions on transfer under applicable federal, state and foreign securities
laws and the prohibition on any transfer in the Senior Lien Financing Documents;
that the relevant Pledgor has full right to grant you the security interest in
the same in accordance with the terms and conditions of this Pledge Agreement,
free of all encumbrances (except said Permitted Encumbrances) and without the
consent of any other Person and without the need to notify the issuing company
and/or obtain its consent to the grant of such security interest; and that said
Securities are not subject to any assessment.
Section 7. Covenants.
7.1 Registration. You acknowledge that the Securities have not been,
and other Pledged Collateral may not be, registered under applicable federal,
state or foreign securities laws, and such Securities and other Pledged
Collateral may not be transferred by you in the absence of registration or an
exemption from registration.
7.2 Stock Powers/Further Assurances. Each Pledgor hereby agrees at your
request to execute all necessary stock powers and instruments of assignment in
blank, to have the signatures on said powers guaranteed, to execute a letter or
other form confirming that the grant of a security interest in the Pledged
Collateral is not being made for the purpose of providing or obtaining any
credit for purchasing or trading in margin stock, and to execute any further
documents or papers whatsoever, including, without limitation, financing
statements and amendments, renewals and continuations thereof, and perform such
further acts as you may reasonably require in order to carry out the intent and
purpose of this Pledge Agreement. Each Pledgor agrees to defend its title to its
portion of the Pledged Collateral at its own cost and expense, and to pay,
satisfy and discharge any and all assessments, liens or charges now or
thereafter placed upon the Pledged Collateral other than the pledge under the
Senior Lien Financing Documents.
7.3 Change of Location/Name. Each Pledgor agrees that it shall not (i)
change the location of its chief executive office/chief place of business from
its address specified for notices herein, or (ii) change its name (including the
adoption of any new trade name), jurisdiction of incorporation, identity or
corporate structure, unless, in any such case, it shall have provided at least
thirty (30) days' prior written notice to you of any such change and until such
filings and other measures as may be required under applicable law to continue
uninterrupted the security interest created hereunder on and in the Pledged
Collateral shall have been taken, and until you shall have received such
opinions of counsel with respect thereto as it may have reasonably requested.
7.4 Prohibition on Issuance of New Stock. Each Pledgor agrees that it
shall not permit or cause the Obligors whose stock constitutes the Pledged Stock
to issue any additional capital
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stock, and except in the case of the Class B Common Stock of Harvard Industries
Risk Management, Inc., shall at all times own 100% of the issued and outstanding
capital stock of such Obligors.
Section 8. Indemnification. Each Pledgor hereby, acknowledges that this
Pledge Agreement is a Loan Document, and , as such, such Pledgor is subject,
with respect hereto, to the indemnification of Paragraph 7.7 of Section 7 of the
Financing Agreement.
Section 9. Miscellaneous
9.1 Amendments. This Pledge Agreement may not be modified except in
writing, and no course of dealing between you and any of the Pledgors shall be
effective to change or modify this Pledge Agreement.
9.2 Counterparts. This Pledge Agreement may be executed in any number
of counterparts, each of which when so executed shall be deemed an original and
such counterparts shall together constitute but one and the same document.
9.3 Severability. Each Pledgor and (by its acceptance of the benefits
of this Pledge Agreement) the Lender hereby agrees that if any provision hereof
or of any other agreement made in connection herewith is held to be illegal or
unenforceable, such provision shall be fully severable, and the remaining
provisions of the applicable agreement shall remain in full force and effect and
shall not be affected by such provision's severance. Furthermore, in lieu of any
such provision, there shall be added automatically as a part of the applicable
agreement a legal and enforceable provision as similar in terms to the severed
provision as may be possible.
9.4 Notices. Any notice or other communication required hereunder shall
be given in accordance with the terms of the Financing Agreement.
9.5 Survival. The representations, covenants and agreements of the
Pledgors herein contained shall survive the date hereof, and shall be deemed to
have been remade on and as of the date on which any additional Pledgor
Obligations are created.
9.6 Private Sale. Each Pledgor recognizes that you may be unable to
effect a public sale of any or all of the Pledged Collateral, by reason of
certain prohibitions contained in the Securities Act of 1933 and applicable
state securities law or otherwise, and may be compelled to resort to one or more
private sales thereof to one or more restricted groups of purchasers which will
be obligated to agree, among other things, to acquire such Securities for their
own account for investment and not with a view to the distribution or resale
thereof. Each Pledgor acknowledges and agrees that any such private sale may
result in prices and other terms less favorable to you than if such sale were a
public sale and agrees that such circumstances shall not, in and of themselves,
result in a determination that such sale was not made in a commercially
reasonable manner. You shall be under no obligation to delay a sale of any of
the Pledged Collateral for the period of time necessary to permit the issuer to
register such securities for public sale under the Securities Act of 1933, or
under applicable state securities laws, even if the issuer agrees to do so. Each
Pledgor agrees that any sale of the Pledged Collateral conducted in conformity
with reasonable commercial practices of banks, commercial finance companies,
insurance companies or other financial institutions disposing of property
similar to the Pledged Collateral shall be deemed to be commercially reasonable.
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9.7 Waiver of Jury Trial. NONE OF THE PLEDGORS OR THE LENDER AND NO
SUCCESSOR, ASSIGN OR PERSONAL REPRESENTATIVE OF ANY OF THEM SHALL SEEK A JURY
TRIAL IN ANY LAWSUIT, PROCEEDING, COUNTERCLAIM OR ANY OTHER LITIGATION PROCEDURE
INVOLVING ANY OF THE PLEDGORS OR THE LENDER (OR ANY OFFICER, DIRECTOR, EMPLOYEE
OR AGENT OF ANY OF THEM) BASED UPON OR ARISING OUT OF THIS PLEDGE AGREEMENT OR
ANY OF THE OTHER LOAN DOCUMENTS, ANY PLEDGED COLLATERAL OR ANY COLLATERAL FOR
THE PAYMENT OF ANY OF THE PLEDGOR OBLIGATIONS OR THE DEALINGS OR THE
RELATIONSHIP BETWEEN OR AMONG SUCH PERSONS OR ENTITIES, OR ANY OF THEM. NONE OF
THE PLEDGORS OR THE LENDER WILL SEEK TO CONSOLIDATE ANY SUCH ACTION IN WHICH A
JURY TRIAL HAS BEEN WAIVED WITH ANY OTHER ACTION IN WHICH A JURY TRIAL CANNOT OR
HAS NOT BEEN WAIVED. THE PROVISIONS OF THIS SECTION 9.7 HAVE BEEN FULLY
DISCUSSED BY THE PLEDGORS AND THE LENDER, AND THE PROVISIONS HEREOF SHALL BE
SUBJECT TO NO EXCEPTIONS. NO PARTY HAS IN ANY WAY AGREED WITH OR REPRESENTED TO
ANY OTHER PARTY THAT THE PROVISIONS OF THIS SECTION 9.7 WILL NOT BE FULLY
ENFORCED IN ALL INSTANCES.
9.8 Governing Laws. THE VALIDITY, INTERPRETATION AND ENFORCEMENT OF
THIS PLEDGE AGREEMENT SHALL BE GOVERNED BY THE LAWS OF THE STATE OF NEW YORK,
WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAWS.
9.9 Submission to Jurisdiction; Service of Process. Each of the
Pledgors hereby irrevocably:
(a) Submits for itself and its property in any legal action or
proceeding relating to this Pledge Agreement, or for recognition and enforcement
of any judgment in respect thereof, to the non-exclusive general jurisdiction of
the courts of the State of New York, the courts of the United States of America
for the Southern District of New York, and appellate courts from any thereof;
(b) consents that any such action or proceeding may be brought
in such courts and waives any objection that it may now or hereafter have to the
venue of any such action or proceeding in any such court or that such action or
proceeding was brought in an inconvenient court and agrees not to plead or claim
the same;
(c) agrees that nothing contained herein shall affect the
right to effect service of process in any other manner permitted by law or shall
limit the right to xxx in any other jurisdiction;
(d) appoints CT Corporation, Inc., at 000 Xxxxxx Xxxxxx, 00xx
Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, as its agent to receive service of process or
other summons in connection with any such action or proceeding and waives
personal service of process and consents to service of process by certified or
registered mail, return receipt requested, addressed to such Pledgor at its
address for notices as provided hereunder.
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9.10 Currency. Any payments to be made by any Pledgor under this Pledge
Agreement shall be made in U.S. dollars. The foregoing reference to U.S. Dollars
is of the essence. The Pledgor Obligations of each of the Pledgors shall,
notwithstanding any payment in any other currency (whether pursuant to a
judgment or otherwise), be discharged only to the extent of the amount in U.S.
Dollars that you may, in accordance with normal banking procedures, purchase
with the sum paid in that other currency (after deducting any premium and costs
of exchange) on the Business Day immediately following the day on which you
receive that payment. If the amount in U.S. Dollars that may be so purchased for
any reason falls short of the amount originally due, the Pledgors shall pay such
additional amount, in U.S. Dollars, as is necessary to compensate for the
shortfall. Any Obligation of the Pledgors not discharged by that payment shall,
to the fullest extent permitted by applicable law, be due as a separate and
independent Obligation and, until discharged as provided herein, shall continue
in full force and effect.
9.11 Rate of Interest for Canadian Companies. For purposes of
disclosure pursuant to the Interest Act (Canada), the yearly rate of interest to
which any rate of interest payable under this Pledge Agreement which is to be
calculated on any basis other than a full calendar year its equivalent may be
determined by multiplying such rate by a fraction, the numerator of which is the
number of days in the calendar year in which the period for which the interest
at such rate is payable ends and the denominator of which is the number of days
comprising such other basis.
9.12 No Limitations of Remedies; No Waiver. It is understood and agreed
that the rights and remedies herein enumerated are not intended to be exhaustive
but are in addition to any other rights or remedies provided at law, in equity
by contract or otherwise. You shall have the absolute right in your sole
discretion to determine the order in which your rights and remedies are to be
exercised, and your exercise of any right or remedy shall not preclude the
exercise of any other rights or remedies or be deemed to be a waiver thereof. No
delay or omission by you or any of the Pledgors to exercise any right or remedy
hereunder, whether before or after the happening of any Event of Default, shall
impair any such right or shall operate as a waiver thereof or as a waiver of any
such Event of Default. No single or partial exercise by you or any Pledgor of
any right or remedy precludes any other or further exercise thereof, or
precludes any other right or remedy. A waiver on any one occasion shall not be
construed as a bar to, or waiver of, any right or remedy on any future occasion.
No waiver of any right or remedy provided for herein shall be effective as a
waiver unless it is in writing and signed by you.
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9.13 Termination or Release. (a) Upon satisfaction of the Lender as to
the termination of the Financing Agreement and full, final and indefeasible
payment of all Pledgor Obligations, the Lender shall (i) deliver any Pledged
Collateral under its control, to or to the order of the relevant Pledgor or as a
court of competent jurisdiction may otherwise direct, at the risk and expense of
the Pledgors, and (ii) execute and deliver to such Pledgor such documents and
instruments as are reasonably necessary to evidence such termination and release
of the security interest granted herein on any applicable public record as
provided in Section 12 of the Financing Agreement. Any execution and delivery of
documents pursuant to this Section 9.13 shall be without recourse to or warranty
by you.
Very truly yours,
(the undersigned collectively,
the "Pledgors")
Harvard Industries, Inc.
By:
------------------------------------
Name:
Title:
Xxxxxxx-Xxxxxx, Inc.
By:
------------------------------------
Name:
Title:
Xxxxx-Albion Corporation
By:
------------------------------------
Name:
Title:
Harvard Industries Risk Management, Inc.
By:
------------------------------------
Name:
Title:
Trim Trends Canada Limited
By:
------------------------------------
Name:
Title:
Agreed and Accepted as of the date set
forth above
Schedule 1
to Pledge Agreement
Pledged Stock
Issuer Owner Certificate # # of Shares
------ ----- ------------- -----------
Pledged Notes
Date Maturity
Issuer Issued Owner Type Face Amount Date
------ ------ ----- ---- ----------- ----
Index of Defined Terms
Page
----
Company.....................................................................1
Financing Agreement.........................................................1
Guarantors..................................................................1
Lender......................................................................1
Notes.......................................................................2
Payment Default.............................................................2
Pledged Collateral..........................................................2
Pledgor.....................................................................1
Pledgor Obligations.........................................................2
Securities..................................................................2
Stock.......................................................................2
you.........................................................................1
