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EXHIBIT 99.7
ACHI PLEDGE AGREEMENT DATED AS OF NOVEMBER 30,
1995 BETWEEN AUTOMOBILE CREDIT HOLDINGS, INC. AND
HALL FINANCIAL GROUP, INC.
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EXHIBIT 99.7
ACHI PLEDGE AGREEMENT
This PLEDGE AGREEMENT (the "AGREEMENT") is made and entered into as of
the 30th day of November, 1995, by and between AUTOMOBILE CREDIT HOLDINGS,
INC., a Delaware corporation ("PLEDGOR") and HALL FINANCIAL GROUP, INC., a
Delaware corporation ("SECURED PARTY").
W I T N E S S E T H:
1. Pledgor is the owner of 100% of the shares of the issued and
outstanding capital stock of Automobile Credit Acceptance Corp., a Texas
corporation ("ACAC").
2. Search Capital Group, Inc.., a Delaware corporation ("SEARCH"),
and Search Funding Corp. ("SFC"), a Texas corporation, are affiliates of
Pledgor in that both SFC and Pledgor are wholly owned subsidiaries of Search.
3. Concurrently herewith, Search and SFC have delivered to Secured
Party those three certain Promissory Notes (the "NOTES") as described in the
Funding Agreement entered into on November 30, 1995, ("FUNDING AGREEMENT") by
and among Secured Party, Pledgor, Search, SFC, ACAC, and Newsearch, Inc..
("NEWSEARCH").
4. In order to induce Secured Party to provide financial
accommodations to Pledgor, Search, ACAC, Newsearch, and SFC ("SEARCH PARTIES")
and in order to secure the payment and performance of all indebtedness and
obligations now or hereafter owing to Secured Party pursuant to the Notes, this
Agreement, the Funding Agreement and all other agreements, documents and
instruments executed and delivered to Secured Party in connection therewith (as
the same shall be renewed, extended, amended, increased or replaced from time
to time, herein collectively called the "LOAN DOCUMENTS"), Pledgor has agreed
to grant to Secured Party a security interest in the property hereinafter
described.
For good and valuable consideration, the receipt and adequacy of which
is hereby acknowledged, the parties hereto hereby agree as follows:
ARTICLE I
COLLATERAL AND SECURED INDEBTEDNESS
1.1 GRANT OF SECURITY INTEREST. Pledgor hereby assigns, pledges and
grants a security interest in the following property (herein, collectively,
called the "COLLATERAL") to Secured Party:
ACHI PLEDGE AGREEMENT - PAGE 1
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(a) 100% of the shares of the capital stock of ACAC (the
"PLEDGED STOCK"), and being more specifically described on Exhibit "A"
attached hereto and incorporated herein by reference for all purposes,
and all certificates representing the Pledged Stock;
(b) with respect to the Pledged Stock, all (i) dividends
declared and payable in cash, (ii) dividends declared and payable in the
form of stock, securities or other property, (iii) dividends or
distributions payable upon dissolution, partial or total liquidation, or
in connection with a reduction of capital, capital surplus or paid-in
surplus, (iv) all other distributions, whether of cash, stock other
securities or other property issued with respect to or in lieu of or
exchanged for the stock included in the Collateral (whether through
stock split, spin-off, reclassification, merger, consolidation,
acquisition, sale of assets, combination of shares, subdivision,
redemption, payment of principal or otherwise), all of which Secured
Party shall be entitled to receive and retain as part of the Collateral;
and
(c) all proceeds (cash and noncash) arising out of the sale,
exchange, collection, enforcement or other disposition of all or any
portion of the Pledged Stock, including, without limitation, proceeds in
the form of accounts, chattel paper, instruments, documents, consumer
goods, inventory and equipment. Coverage of proceeds, however, does not
authorize sale, exchange or other disposition of any Collateral without
the prior written consent of Secured Party, which consent shall not be
unreasonably withheld.
1.2 SECURED OBLIGATION. This Agreement and the security interest
herein created shall secure full and punctual payment and performance of the
following indebtedness, duties and obligations (hereinafter, collectively,
called the "SECURED OBLIGATION"):
(a) all principal, interest, fees and other amounts payable to
Secured Party pursuant to the terms and provisions of the Loan
Documents, including, without limitation, the Notes;
(b) all covenants, conditions and agreements to be performed
pursuant to the terms of the Loan Documents; and
(c) all sums expended or advanced by Secured Party pursuant to
any term or provision of any Loan Documents, and all other sums now or
hereafter loaned or advanced by Secured Party to the Search Parties, for
the account of the Search Parties, or otherwise owing by the Search
Parties to Secured Party pursuant to the Loan Documents.
1.3 PARTIAL RELEASE. Secured Party agrees to release from the
Pledged Stock the amount of shares necessary to satisfy Note III at such time
as the holder of such note elects
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to convert such note to stock of Search or the Borrowers under such note elect
to pay such note with stock of Search as provided in such note.
ARTICLE II
REPRESENTATIONS AND WARRANTIES
2.1 REPRESENTATIONS AND WARRANTIES. Pledgor hereby represents
and warrants to the Secured Party as follows:
(a) Pledgor is the owner and holder of the Pledged Stock and
has good and marketable title to the Pledged Stock free and clear of any
lien, security interest, charge or encumbrance, except for the security
interest created by this Agreement, or otherwise in favor of the Secured
Party. The Pledged Stock is duly authorized, validly issued, fully paid
and nonassessable. The Pledged Stock constitutes 100% of the issued and
outstanding stock of ACAC.
(b) Pledgor has the lawful right, power and authority to grant
a security interest in the Collateral. This Agreement together with all
filings and other actions necessary or desirable to perfect and protect
such security interest, including, without limitation, the delivery of
all stock certificates representing the Pledged Stock, when duly taken,
create a valid and perfected first priority security interest in the
Collateral securing the payment and performance of the Secured
Obligation.
(c) No authorization, approval or other action by, and no
notice to or filing with Pledgor or any governmental authority or
regulatory body, is required either (i) for the grant by Pledgor of the
security interest herein granted or for the execution, delivery or
performance of this Agreement by Pledgor, or (ii) for the perfection or
exercise by Secured Party of its rights and remedies hereunder. The
Pledged Stock is subject to no restrictions or limitations on sale,
assignment or transfer other than restrictions generally applicable to
securities arising under State and Federal securities laws.
(d) The delivery at any time by Pledgor to Secured Party of
any Collateral shall constitute a representation and warranty by Pledgor
under this Agreement that, with respect to such Collateral: (i) Pledgor
is the record and beneficial owner thereof, and (ii) the matters
heretofore warranted in clauses (a) through (c) of this Section 2.1 are
true and correct.
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ARTICLE III
CERTAIN RIGHTS OF SECURED PARTY
3.1 APPOINTMENT OF AGENTS; REGISTRATION IN NOMINEE NAME. Secured
Party shall have physical possession of the certificates representing or
evidencing the Collateral which, after the occurrence of an Event of Default,
may be held (in the discretion of Secured Party) in the name of Pledgor,
endorsed or assigned in blank or in favor of Secured Party or in the name of
Secured Party or any nominee or nominees of Secured Party or an agent appointed
by Secured Party. In addition to all other rights possessed by Secured Party,
Secured Party, at its option, may from time to time at its sole discretion,
take any of the following actions:
(a) extend or renew the Secured Obligation for one or more
periods (whether shorter or longer than the original period) and grant
releases, compromises or indulgences with respect to the Secured
Obligation or any extension or renewal thereof or any security therefor
or to any obligor hereunder or thereunder; and
(b) exchange certificates or instruments representing or
evidencing Collateral for certificates or instruments of smaller or
larger denominations for any purpose consistent with its performance of
this Agreement.
3.2 VOTING RIGHTS; DIVIDENDS; REPLACEMENT OF COLLATERAL, ETC.
(a) Prior to the occurrence of an Event of Default (as
hereinafter defined) hereunder or under any of the Loan Documents,
Pledgor shall be entitled to exercise any and all voting rights and
powers relating or pertaining to the Collateral or any part thereof for
any purpose not inconsistent with the terms of this Agreement.
Following the occurrence of an Event of Default, at the option of
Secured Party following notice to Pledgor, all rights of Pledgor to
exercise such voting rights and powers shall cease, and all such rights
shall thereupon become vested in Secured Party who shall have the sole
and exclusive right and authority to exercise such voting and/or
consensual rights and powers.
(b) Any payments received and any dividends declared and
payable in cash arising from the Pledged Stock shall forthwith be
delivered to Secured Party for application to the costs, expenses,
disbursements, reimbursements, fees, interest and principal then owing
and unpaid in respect of the Secured Obligation, in such priority as
Secured Party may determine in its reasonable discretion.
(c) Any and all dividends (other than dividends declared and
payable in cash), distributions or exchanges or other items, all as more
fully described in Section 1.1(b) above, if received by Pledgor, shall
be held in trust for the benefit of Secured Party and shall forthwith be
delivered to Secured Party or its designated
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agent (accompanied by proper instruments of assignment and/or stock
powers executed by Pledgor in accordance with Secured Party's
instructions) to be held subject to the terms of this Agreement.
ARTICLE IV
PLEDGOR'S AFFIRMATIVE AND NEGATIVE COVENANTS
Pledgor hereby covenants and agrees with Secured Party that until the
Secured Obligation is paid and performed in full, unless Secured Party
otherwise consents in writing:
4.1 BOOKS AND RECORDS. Pledgor hereby covenants and agrees that it
will keep accurate and complete books and records of the Collateral, and shall,
from time to time at request of Secured Party, deliver to or cause to be
delivered to Secured Party such information regarding the Collateral as Secured
Party may reasonably request.
4.2 INSPECTION RIGHTS. Pledgor hereby covenants and agrees to permit
Secured Party, and such accountants or other agents as it may from time to time
designate, to inspect, after reasonable notice, during normal business hours
all records of Pledgor relating to the Collateral, and to make and retain
copies of Pledgor's records relating to such Collateral.
4.3 OBLIGATIONS. Pledgor hereby covenants and agrees to duly and
punctually pay and perform the obligations of Pledgor under this Agreement.
4.4 NOTIFICATION. Pledgor hereby covenants and agrees (i) to
promptly notify Secured Party of any material change in any material fact or
circumstance warranted or represented by Pledgor in this Agreement or in any
other document furnished by Pledgor to Secured Party in connection with the
Collateral or the Secured Obligation; and (ii) to promptly notify Secured Party
of any claim, action, or proceeding affecting title to the Collateral, or any
part thereof, or the security interest granted in this Agreement, and, at the
request of Secured Party, to appear in and defend, at Pledgor's expense, any
such action or proceeding.
4.5 SALE OR TRANSFER OF COLLATERAL. Pledgor hereby covenants and
agrees that it will not sell, assign, or transfer any of the Collateral to any
person, firm, or corporation (except Secured Party) without the prior written
consent of Secured Party, which consent shall not be unreasonably withheld.
4.6 ENCUMBRANCE OF COLLATERAL. Pledgor hereby covenants and agrees
that it will not create in favor of anyone, except Secured Party, any other
security interest in the Collateral, or in any part thereof, or otherwise
encumber or permit the same to become subject to any lien, attachment,
execution, sequestration, or other legal or equitable process.
ACHI PLEDGE AGREEMENT - PAGE 5
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4.7 DISTRIBUTIONS. If Pledgor shall become entitled to receive or
shall receive anything of value from the Pledged Stock, including but not
limited to any cash, any stock certificate (including, without limitation, any
certificate representing a stock dividend or a distribution in connection with
any reclassification, increase, or reduction of capital or issued in connection
with any reorganization), option or rights, whether as an addition to, in
substitution of, or in exchange for any Collateral, or otherwise, Pledgor
hereby covenants and agrees to accept the same as Secured Party's agent, to
hold the same in trust for Secured Party, and to deliver the same forthwith to
Secured Party in the exact form received, with the appropriate endorsement of
Pledgor when necessary and/or appropriate, completed stock powers duly
executed, to be held by Secured Party as additional collateral for the Secured
Obligation, subject to the terms hereof. Any sums paid upon or in respect of
the Collateral upon the liquidation or dissolution of the issuer thereof shall
be paid over to Secured Party to be held by it as additional collateral for the
Secured Obligation subject to the terms hereof; and in case any distribution of
capital shall be made on or in respect of the Collateral or any
recapitalization or reclassification of the capital of the issuer thereof or
pursuant to any reorganization of the issuer thereof, the property so
distributed shall be delivered to the Secured Party to be held by it, as
additional collateral for the Secured Obligation, subject to the terms hereof.
4.8 ADDITIONAL SECURITIES. Pledgor shall not consent to or approve
the issuance of any additional shares of any class of capital stock of the
issuer of the Collateral, or any securities convertible into, or exchangeable
for, any such shares or any warrants, options, rights or other commitments
entitling any person to purchase or otherwise acquire any such shares except as
permitted by the Funding Agreement.
4.9 FURTHER ASSURANCES. Pledgor hereby covenants and agrees to
promptly execute and deliver to Secured Party all such other assignments,
certificates, supplemental documents and financing statements, and to do all
other acts or things, as Secured Party may from time to time request in order
to more fully evidence and perfect the security interest granted in this
Agreement including, without limitation, (a) delivering of any additional stock
certificates from time to time in Pledgor's possession which represent shares
of stock which are part of the Collateral and (b) doing of all other acts or
things necessary or appropriate to enable Secured Party to fully protect and
exercise its rights under this Agreement.
ARTICLE V
DEFAULTS AND REMEDIES
5.1 EVENTS OF DEFAULT. For determination of an Event of Default this
Agreement refers to and incorporates by reference the applicable provisions of
the Funding Agreement, as if fully set forth in this Agreement.
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5.2 REMEDIES OF SECURED PARTY.
(a) Upon the occurrence of an Event of Default Secured Party
may, at its option:
(i) reduce Secured Party's claim to judgment,
foreclose or otherwise enforce Secured Party's security interest
in all or any part of the Collateral by any available judicial
procedure;
(ii) after notification, if any, provided for in clause
(b) of this Section 5.2, sell or otherwise dispose of, at the
office of Secured Party, or elsewhere, as chosen by Secured
Party, all or any part of the Collateral, and any such sale or
other disposition may be as a unit or in parcels, by public or
private proceedings, and by way of one or more contracts (it
being agreed that the sale of any part of the Collateral shall
not exhaust Secured Party's power of sale, but sales may be made
from time to time until all of the Collateral has been sold or
until the Secured Obligation has been paid in full), and at any
such sale it shall not be necessary to exhibit the Collateral;
(iii) at its discretion, retain such portion of the
Collateral as shall aggregate in value to an amount equal to the
Secured Obligation, in satisfaction of the Secured Obligation
whenever the circumstances are such that Secured Party is
entitled to do so under the Uniform Commercial Code applicable
hereto (the "CODE");
(iv) apply by appropriate judicial proceedings for
appointment of a receiver for the Collateral, or any part
thereof, and Pledgor hereby consents to any such appointment;
(v) buy all or any portion of the Collateral at any
public sale; or
(vi) buy the Collateral at any private sale if the
Collateral is of a type customarily sold in a recognized market
or is of a type which is the subject of widely distributed
standard price quotations.
(b) Reasonable notification of time and place of any public
sale of the Collateral or reasonable notification of the time after
which any private sale or other intended disposition of the Collateral
is to be made shall be sent to Pledgor and to any other person entitled
under the Code to notice; provided, however, that if the Collateral
threatens to decline speedily in value or is of a type customarily sold
on a recognized market, Secured Party may sell or otherwise dispose of
the Collateral without notification, advertisement or other notice of
any kind. It is agreed that notice sent not less than ten (10) business
days prior to the taking of the action to
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which such notice relates is reasonable notification and notice for the
purposes of this Section 5.2.
(c) Because of the Securities Act of 1933, as amended, or
other laws or regulations, there may be legal restrictions or
limitations affecting Secured Party in any attempts to dispose of all or
any portion of the Collateral in the enforcement of its rights and
remedies hereunder. For these reasons, Secured Party is hereby
authorized by Pledgor, but not obligated, upon the occurrence of any
Event of Default hereunder giving rise to Secured Party's rights to sell
or otherwise dispose of the Collateral, to sell all or any part of the
Collateral at private sale, subject to investment letter or in any
manner which will not require the Collateral, or any part thereof, to be
registered in accordance with the Securities Act of 1933, as amended, or
the rules and regulations promulgated thereunder, or any other law or
regulation, at the best price reasonably obtainable by Secured Party at
any such private sale or other disposition in the manner mentioned
above. Secured Party is also hereby authorized by Pledgor, but not
obligated, to take such actions, give such notices, obtain such consents
and do such other things as Secured Party may reasonably deem necessary
or appropriate in the event of a private sale or disposition of any of
the Collateral. Pledgor clearly understands that Secured Party may in
its discretion approach a restricted number of potential purchasers and
that a sale under such circumstances may yield a lower price for the
Collateral, or any part or parts thereof, than would otherwise be
obtainable if same were registered and sold in the open market. Pledgor
agrees (i) that in the event Secured Party shall, after any Event of
Default hereunder, sell the Collateral, or any portion thereof, at such
private sale or sales, Secured Party shall have the right to rely upon
the advice and opinion of any member firm of a national securities
exchange as to the best price reasonably obtainable upon such a private
sale thereof; and (ii) such reliance shall be conclusive evidence that
Secured Party handled such matter in a commercially reasonably manner
under the Code.
5.3 WAIVERS BY PLEDGOR. Neither Pledgor nor anyone claiming by,
through or under Pledgor, to the extent Pledgor may lawfully so agree, shall or
will set up, claim or seek to take advantage of any appraisement, valuation,
stay, extension or redemption law now or hereafter in force in any locality
where any of the collateral is situated for purposes of applicable law, in
order to prevent or hinder the enforcement of this Agreement, or the absolute
sale of the Collateral, or the final and absolute putting into possession
thereof, immediately after such sale, of the purchaser thereof; and Pledgor in
Pledgor's own right and for all who may claim under Pledgor, hereby waive, to
the full extent that Pledgor may lawfully do so, the benefit of all enforcement
of the security interest herein granted, and Pledgor agrees that Secured Party
or any court having jurisdiction to enforce such security interest may sell the
Collateral in parts or as an entirety.
5.4 APPLICATION OF PROCEEDS. Secured Party may apply the proceeds of
any foreclosure sale hereunder as follows:
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(a) first, to the payment of all costs and expenses of any
enforcement, foreclosure and collection hereunder and all proceedings in
connection therewith, including reasonable attorneys' fees;
(b) then, to the reimbursement of Secured Party for all
disbursements made by Secured Party for taxes, assessments or liens
superior to the security interest hereof and which Secured Party shall
deem expedient to pay;
(c) then, to the reimbursement of Secured Party of any other
disbursements made by Secured Party in accordance with the terms hereof;
(d) then, to or among the costs, expenses, disbursements,
reimbursements, fees, interest and principal then owing and unpaid in
respect of the Secured Obligation, in such priority as Secured Party may
determine in its discretion; and
(e) then, to Pledgor or to each other Person who may be
entitled thereto by law.
If such proceeds shall be insufficient to discharge the entire Secured
Obligation, Secured Party shall have any other available legal recourse against
Pledgor for the deficiency.
5.5 ENFORCEMENT OF SECURED OBLIGATION. Nothing in this Agreement or
in any other Loan Documents shall affect or impair the unconditional and
absolute right of Secured Party to enforce the Secured Obligation as and when
the same shall become due in accordance with the terms of the Loan Documents.
ARTICLE VI
RIGHTS OF SECURED PARTY
6.1 SECURED PARTY APPOINTED ATTORNEY-IN-FACT. Pledgor hereby
irrevocably appoints Secured Party as Pledgor's attorney-in-fact, effective
upon the occurrence of an Event of Default, with full authority in the place
and stead of Pledgor and in the name of Pledgor, Secured Party or otherwise,
from time to time in Secured Party's discretion, to take any action and to
execute any instrument which Secured Party may deem necessary or advisable to
accomplish the purposes of this Agreement, including without limitation:
(a) to ask, demand, collect, ▇▇▇ for, recover, receive and
give acquittance and receipts for moneys due and to become due under or
in respect of any of the Collateral;
(b) to receive, endorse, and collect any drafts or other
instruments, documents and chattel paper, in connection with clause (a)
of this Section 6.1; and
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(c) to file any claims or take any action or institute any
proceeding which Secured Party may deem necessary or desirable for the
collection of any of the Collateral or otherwise to enforce the rights
of Secured Party against any of the Collateral.
6.2 PERFORMANCE BY SECURED PARTY. If Pledgor fails to perform any
agreement contained herein, Secured Party may itself perform, or cause the
performance of, such agreement, and the expenses of Secured Party incurred in
connection therewith shall be payable by Pledgor under Section 6.7. In no
event, however, shall Secured Party have any obligation or duties whatsoever to
perform any covenant or agreement of Pledgor contained herein, and any such
performance by Secured Party shall be wholly discretionary with Secured Party.
6.3 DUTIES OF SECURED PARTY. The powers conferred upon Secured Party
hereunder are solely to protect its interest in the Collateral and shall not
impose any duty upon it to exercise any such powers. Except for the safe
custody of any Collateral in its possession and the accounting for money or
other property actually received by it hereunder, Secured Party shall have no
duty as to any Collateral or as to the taking of any necessary steps to
preserve rights against prior parties or any other rights pertaining to any
Collateral.
6.4 NO LIABILITY OF SECURED PARTY. Neither the acceptance of this
Agreement by Secured Party, nor the exercise of any rights hereunder by Secured
Party, shall be construed in any way as an assumption by Secured Party of any
obligations, responsibilities or duties of Pledgor arising in connection with
the Collateral assigned hereunder or otherwise bind Secured Party to the
performance of any obligations respecting the Collateral, it being expressly
understood that Secured Party shall not be obligated to perform, observe or
discharge any obligation, responsibility, duty or liability of Pledgor in
respect of any of the Collateral, including, but not limited to, appearing in
or defending any action, expending any money or incurring any expense in
connection therewith.
6.5 RIGHT TO DEFEND ACTION AFFECTING SECURITY. Secured Party may, at
Pledgor's expense, appear in and defend any action or proceeding at law or in
equity purporting to affect the security interest granted under this Agreement.
6.6 RIGHT TO PREVENT OR REMEDY DEFAULT. At any time following an
Event of Default, Secured Party:
(a) may but shall not be obligated to take any action Secured
Party deems necessary or desirable to prevent or remedy any such failure
by Pledgor or otherwise to protect the security interest granted under
this Agreement, and
(b) shall have the absolute and immediate right to take
possession of the Collateral or any part thereof to such extent and as
often as Secured Party, in its sole discretion, deems necessary or
desirable in order to prevent or to cure any such
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default by Pledgor, or otherwise to protect the security of this
Agreement. Secured Party may advance or expend such sums of money for
the account of Pledgor as Secured Party in its sole discretion deems
necessary for any such purpose.
6.7 EXPENSES. All reasonable advances, costs, expenses, charges and
attorneys' fees which Secured Party may make, pay or incur under any provision
of this Agreement for the protection of its security or for the enforcement of
any of its rights hereunder, or in foreclosure proceedings commenced and
subsequently abandoned, or in any dispute or litigation in which Secured Party
or the holder of the Notes may become involved by reason of or arising out of
the Loan Documents or the Collateral, shall be a part of the Secured Obligation
and shall be paid by Pledgor to Secured Party, upon demand, and shall, at
Secured Party's election, bear interest until paid at the rate specified in the
applicable note until demand and then at the maximum rate of interest permitted
by applicable law (or such lesser rate as may be chosen by Secured Party), from
the date of such payment until repaid by Pledgor.
6.8 SECURED PARTY'S RIGHT OF SET-OFF. Upon the happening of any
event entitling Secured Party to pursue any remedy provided herein, or if
Secured Party shall be served with garnishment process in which Pledgor shall
be named as defendant, whether or not Pledgor shall be in default hereunder at
the time, Secured Party may, but shall not be required to, set-off any
indebtedness owing by Secured Party to Pledgor against any of the Secured
Obligation without first resorting to the security hereunder and without
prejudice to any other rights or remedies of Secured Party or its security
interest herein.
6.9 NO WAIVER. In case Secured Party shall have proceeded to enforce
any right or remedy hereunder and such proceedings shall have been discontinued
or abandoned for any reason, then in every such case, Pledgor and Secured Party
shall be restored to their former positions and rights hereunder with respect
to the Collateral, and all rights, remedies and powers of Secured Party shall
continue as if no such proceeding has been taken. No failure or delay on the
part of Secured Party in exercising any right, remedy or power under this
Agreement or in giving or insisting upon strict performance by Pledgor
hereunder or in giving notice hereunder shall operate as a waiver of the same
or any other power or right, and no single or partial exercise of any such
power or right shall preclude any other or further exercise thereof or the
exercise of any other such power or right. Secured Party, notwithstanding any
such failure, shall have the right thereafter to insist upon the strict
performance by Pledgor of any and all of the terms and provisions of this
Agreement to be performed by Pledgor. The collection and application of
proceeds, the entering and taking possession of the Collateral, and the
exercise of the rights of Secured Party contained in the Loan Documents,
including this Agreement, shall not cure or waive any default, or affect any
notice of default, or invalidate any acts done pursuant to such notice. No
waiver by Secured Party of any breach or default of or by any party hereunder
shall be deemed to alter or affect Secured Party's rights hereunder with
respect to any prior or subsequent default.
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6.10 REMEDIES CUMULATIVE. No right or remedy herein reserved to
Secured Party is intended to be exclusive of any other right or remedy, but
each and every such right or remedy shall be cumulative, not in lieu of, but in
addition to any other rights or remedies given under this Agreement and all
other Loan Documents at law, and in equity. Subject to any limitations set
forth in this Agreement, any and all of Secured Party's rights and remedies may
be exercised from time to time and as often as such exercise is deemed
necessary or desirable by Secured Party.
6.11 RIGHT OF SECURED PARTY TO EXTEND TIME OF PAYMENT, SUBSTITUTE,
RELEASE SECURITY, ETC. Without affecting the liability of any person for the
payment of any of the Secured Obligation or the security interests of this
Agreement on the Collateral for the full amount of any Secured Obligation
unpaid, Secured Party may, without notice or without affecting or impairing the
security interest or rights of Secured Party granted or arising under this
Agreement: (a) release any person liable for the payment of any of the Secured
Obligation, (b) extend the time or otherwise alter the terms of payment of any
of the Secured Obligation, (c) accept additional security for the Secured
Obligation of any kind, (d)alter, substitute or release any property securing
the Secured Obligation, (e) resort for the payment of all or any portion of the
Secured Obligation to its several securities therefor in such order and manner
as it may deem fit, or (f) join in any subordination or other agreement
affecting this Agreement or the lien or charge thereof.
ARTICLE VII
MISCELLANEOUS
7.1 DEFINITIONS. In this Agreement, whenever the context so
requires, the neuter gender includes the masculine and feminine, and the
singular number includes the plural and vice versa. The terms "ADVANCES",
"COSTS", and "EXPENSES" shall include, but shall not be limited to, reasonable
attorneys' fees whenever incurred. The terms "INDEBTEDNESS", "OBLIGATIONS" and
"SECURED OBLIGATION" shall mean and include, but shall not be limited to, all
claims, demands, obligations and liabilities whatsoever, however arising,
whether owing by the subject person or entity individually or as a joint
venturer, or jointly or in common with any other party, and whether absolute or
contingent, and whether owing by the subject person or entity as principal
debtor or as accommodation maker or as endorser, liquidated or unliquidated,
and whenever contracted, accrued or payable.
7.2 PARAGRAPH HEADINGS. The headings of paragraphs herein are
inserted only for convenience and shall in no way define, describe or limit the
scope or intent of any provisions of this Agreement.
7.3 CHANGE, AMENDMENT, ETC. No change, amendment, modification,
cancellation or discharge of any provision of this Agreement shall be valid
unless consented to in writing by Secured Party.
ACHI PLEDGE AGREEMENT - PAGE 12
14
7.4 SUCCESSORS AND ASSIGNS. As and when used herein, the term
"PLEDGOR" shall mean and include the Pledgor herein named and its successors
and permitted assigns, and the term "SECURED PARTY" shall mean and include the
Secured Party herein named and its successors and assigns, and all covenants
and agreements herein shall be binding upon and inure to the benefit of Pledgor
and Secured Party and their respective successors and permitted assigns.
7.5 APPLICABLE LAWS. THIS AGREEMENT SHALL BE CONSTRUED, INTERPRETED
AND ENFORCEABLE UNDER AND PURSUANT TO THE LAWS OF THE STATE OF TEXAS AND
APPLICABLE FEDERAL LAW.
7.6 SEVERABILITY. If any provision of this Agreement is held to be
invalid or unenforceable, the validity or enforceability of the other
provisions of this Agreement shall remain unaffected.
7.7 NOTICES. All notices, demands, requests or other communications
to any party hereunder or referred to herein shall be in writing and shall be
given to such party at its address set forth below (or, with respect to any
other party, not specified below, at such party's business address) or at such
other address as such party may hereafter specify for the purpose of notice to
Pledgor or Secured Party. Each such notice, demand, request or other
communication shall be effective seventy-two (72) hours after such
communication is deposited in the mail with first class postage prepaid,
addressed as aforesaid, provided that such mailing is by registered or
certified mail, return receipt requested.
If to Pledgor: Automobile Credit Holdings, Inc.
▇▇▇ ▇. ▇▇▇▇▇
▇▇▇▇▇ ▇▇▇, ▇.▇. ▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇
With a copy to: Akin, Gump, Strauss, ▇▇▇▇▇ & ▇▇▇▇, L.L.P.
Suite 4100
▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇ ▇▇▇▇, P.C.
If to Secured Party: Hall Financial Group, Inc.
▇▇▇ ▇▇▇▇▇ ▇▇. ▇▇▇▇, ▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇
With a copy to: ▇▇▇▇▇ & ▇▇▇▇▇▇, P.C.
2900 Renaissance Tower
▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇
Attention: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇, Esq.
ACHI PLEDGE AGREEMENT - PAGE 13
15
7.8 INDEPENDENT REPRESENTATION. Pledgor specifically acknowledges
that it has been represented by independent counsel in connection with its
negotiation and execution of this Agreement and that it is entering into this
Agreement of its own free will, without duress or coercion by any other person.
7.9 COUNTERPARTS. This Agreement may be executed in two (2) or more
counterparts, each of which shall be deemed to be an original, but all of which
shall constitute one and the same instrument, and in making proof of this
Agreement it shall not be necessary to produce or account for more than one
such counterpart.
IN WITNESS WHEREOF, Pledgor and Secured Party have executed this
Agreement on the date and year first above written.
PLEDGOR:
AUTOMOBILE CREDIT HOLDINGS, INC.
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇
------------------------------------
Printed Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇
--------------------------
Its: SVP & CFO
-----------------------------------
SECURED PARTY:
HALL FINANCIAL GROUP, INC.
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇
------------------------------------
Printed Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇
--------------------------
Its: Senior Vice President
-----------------------------------
ACHI PLEDGE AGREEMENT - PAGE 14
16
EXHIBIT "A"
LIST OF PLEDGED STOCK
===============================================================================================================
PLEDGOR PLEDGED SHARES NUMBER CERTIFICATE
------- -------------- ------ -----------
OF IDENTIFICATION
-- --------------
SHARES NUMBER
------ ------
---------------------------------------------------------------------------------------------------------------
Automobile Credit Automobile Credit Acceptance 1,000 7
Holdings, Inc. Corp.
===============================================================================================================
ACHI PLEDGE AGREEMENT - PAGE 15