Exhibit 10.3
EXECUTION COPY
PLEDGE AND SECURITY AGREEMENT
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This PLEDGE AND SECURITY AGREEMENT is dated as of November 15, 2004 and
made by ABFS Warehouse Trust 2004-2, a Delaware statutory trust (the "Grantor"),
in favor of THE PATRIOT GROUP, LLC, a Delaware limited liability company (the
"Secured Party").
Recitals
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The Secured Party has entered into a Commitment Letter, dated as of
October 27, 2004 (as modified pursuant to the terms of that certain letter
agreement dated November 15, 2004 between the Secured Party and American
Business Financial Services, Inc. ("ABFS"), the "Commitment Letter"), with ABFS.
It is a condition precedent to providing the Facility contemplated by
the Commitment Letter that the Grantor shall have executed and delivered this
Agreement.
Agreement
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NOW, THEREFORE, in order to induce the Secured Party to provide the
Facility and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the Grantor hereby represents,
warrants, covenants, agrees, assigns and grants as follows:
SECTION 1. Definitions. Terms defined in the Commitment Letter
and not otherwise defined herein have the same respective meanings when
used herein. Unless the context otherwise requires, terms defined in
the Uniform Commercial Code of the State of New York (the "Uniform
Commercial Code") and not otherwise defined in this Agreement or in the
Commitment Letter shall have the meanings defined for those terms in
the Uniform Commercial Code. In addition, the following terms shall
have the meanings respectively set forth after each:
"Collateral": all present and future right, title and interest of the
Grantor in or to the following personal property:
(a) Grantor's 100% ownership interest in the issued and
outstanding capital stock of ABFS 2003-2, Inc.;
(b) All rights, remedies, powers and/or privileges of the
Grantor with respect to the foregoing; and
(c) Any and all proceeds and products of the foregoing,
including all money, accounts, general intangibles, Deposit Accounts, documents,
instruments, letter-of-credit rights, investment property, chattel paper, goods,
insurance proceeds and any other tangible or intangible property received upon
the sale or disposition of the foregoing;
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"Commitment Letter Event of Default": as defined in Section 11(a)
hereof.
"Financing Documents": the Commitment Letter, the Repurchase Agreement
and any related documents.
"Governmental Authority": any nation or government, any state or other
political subdivision, agency or instrumentality thereof, any entity exercising
executive, legislative, judicial, regulatory or administrative functions of or
pertaining to government and any court or arbitrator having jurisdiction over
the Grantor or any of its properties.
"Repurchase Agreement": the Master Repurchase Agreement dated as of
November 15, 2004, by and among the Secured Party, the Grantor, ABFS, American
Business Credit, Inc. and ABFS Consolidated Holdings, Inc.
"Secured Party": The Patriot Group, LLC and its affiliates, successors
and assigns.
SECTION 2. Creation of Security Interest. The Grantor hereby
assigns and pledges to the Secured Party, and grants to the Secured
Party, a security interest in and to, all right, title and interest of
the Grantor in and to all presently existing and hereafter acquired
Collateral.
SECTION 3. Security for Obligations. This Agreement and the
assignments and pledges made, and security interests granted herein,
secure the prompt payment, in full in cash, of all obligations owed to
the Secured Party under the Program Documents (collectively, the
"Obligations").
SECTION 4. Further Assurances. (a) At any time and from time
to time at the request of the Secured Party, the Grantor shall execute
and deliver to the Secured Party, at the Grantor's expense, all such
financing statements and other instruments, certificates and documents
in form and substance reasonably satisfactory to the Secured Party, and
perform all such other acts as shall be necessary or reasonably
desirable to fully perfect or protect or maintain, when filed,
recorded, delivered or performed, the Secured Party's security
interests granted pursuant to this Agreement or to enable the Secured
Party to exercise and enforce its rights and remedies hereunder with
respect to any Collateral. Without limiting the generality of the
foregoing, the Grantor: hereby authorizes the filing of such financing
or continuation statements, or amendments thereto, and such other
instruments or notices, as may be necessary or reasonably desirable, or
as the Secured Party may reasonably request, in order to perfect and
preserve, with the required priority, the security interests granted,
or purported to be granted hereby.
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(b) The Grantor shall furnish to the Secured Party from time
to time statements and schedules further identifying and describing the
Collateral and such other reports in connection with the Collateral as the
Secured Party may reasonably request.
(c) Upon the occurrence of an Event of Default or in the event
of a Margin Deficit as defined in the Repurchase Agreement, the Secured Party
may direct any third party obligors to remit funds otherwise payable to either
ABFS 2003-2, Inc. or Grantor to Patriot.
SECTION 5. Restrictions on Future Agreements. The Grantor
agrees that until all the Obligations shall have been satisfied in
full, the Grantor will not, without the Secured Party's prior written
consent, take any action, or permit any action to be taken by any other
Persons to the extent that such Persons are subject to its control, or
fail to take any action, which would affect the validity, priority,
perfection or enforcement of the rights granted to the Secured Party
under this Agreement, and any such agreement or action if it shall take
place shall be null and void and of no effect whatsoever.
SECTION 6. Grantor's Representations and Warranties. The
Grantor represents and warrants as follows:
(a) as of the date of this Agreement, the Grantor has
exclusive possession and control of the Collateral;
(b) The Grantor is the legal and beneficial owner of the
Collateral free and clear of all Liens. The Grantor has the power, authority and
legal right to pledge the Collateral purported to be pledged hereby, and to
execute, deliver and perform this Agreement. The pledge of the Collateral
pursuant to this Agreement creates a valid security interest in the Collateral.
(c) No authorization, approval or other action by, and no
notice to or filing with, any Governmental Authority (other than such
authorizations, approvals and other actions as have already been taken and are
in full force and effect) are required (i) for the pledge of the Collateral
hereby or for the execution, delivery or performance of this Agreement by the
Grantor, or (ii) for the exercise by the Secured Party of the rights or remedies
in respect of the Collateral hereunder.
(d) So long as any Obligations remain outstanding, the Grantor
will not execute any document or instrument covering the Collateral except as
otherwise contemplated or permitted hereby.
SECTION 7. Grantor's Covenants. In addition to the other
covenants and agreements set forth herein and in the other Financing
Documents, the Grantor covenants and agrees as follows:
(a) The Grantor will pay, prior to delinquency, all taxes,
governmental charges, Liens and assessments against the Collateral owned by it,
except those with respect to which the amount or validity is being contested in
good faith by appropriate proceedings and with respect to which reserves in
conformity with GAAP have been provided on the books of the Grantor.
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(b) The Collateral will not be used in violation of any law,
regulation or ordinance applicable to the Grantor, nor used in any way that will
void or impair any insurance required to be carried in connection therewith.
(c) The Grantor will deal with the Collateral in all such ways
as are considered customary practice by owners of like property.
(d) The Grantor will take all reasonable steps to preserve and
protect the Collateral.
SECTION 8. Secured Party's Rights Regarding Collateral. The
Grantor shall keep proper books and records and accounts in which full,
true and correct entries in conformity with GAAP and all applicable
laws, rules and regulations shall be made of all material dealings and
transactions pertaining to the Collateral. The Secured Party shall at
all reasonable times on reasonable notice have full access to and the
right to audit any and all of the Grantor's books and records
pertaining to the Collateral, and to confirm and verify the value of
the Collateral. The Secured Party shall not be under any duty or
obligation whatsoever to take any action to preserve any rights of or
against any prior or other parties in connection with the Collateral,
to exercise any voting rights or managerial rights with respect to any
Collateral or to make or give any presentments for payment, demands for
performance, notices of non-performance, protests, notices of protest,
notices of dishonor or notices of any other nature whatsoever in
connection with the Collateral or the Obligations. Subject to the
Secured Party's obligation to exercise reasonable care with respect to
any Collateral in its possession, custody or control as set forth in
Section 8 hereof, the Secured Party shall not be under any duty or
obligation whatsoever to take any action to protect or preserve the
Collateral or any rights of the Grantor therein, or to make collections
or enforce payment thereon, or to participate in any foreclosure or
other proceeding in connection therewith. Nothing contained herein or
in any consent by the Secured Party shall constitute an assumption by
the Secured Party of any obligations of the Grantor under the contracts
assigned hereunder unless the Secured Party shall have given written
notice to the counterparty to such assigned contract of the Secured
Party's intention to assume such contract. The Grantor shall continue
to be liable for performance of its obligations under such contracts.
SECTION 9. Collections on Collateral. The Grantor shall have
the right to receive dividends and other proceeds from the Collateral
in the ordinary course of business so long as the Obligations are being
paid to the Secured Party in accordance with the Program Documents. If
any of the Obligations are not paid in accordance with the Program
Documents, at the option of the Secured Party, the Grantor's right to
receive dividends and other proceeds of the Collateral and to use or
dispose of such proceeds shall terminate, and any and all dividends and
proceeds then held or thereafter received on or on account of the
Collateral will be held or received by the Grantor in trust for the
Secured Party and immediately delivered in kind to the Secured Party
(duly endorsed to the Secured Party, if required), to be applied to the
Obligations or held as Collateral, as the Secured Party shall elect.
Upon such an occurrence, the Secured Party shall have the right at all
times to receive, receipt for, endorse, assign, deposit and deliver, in
the name of the Secured Party or in the name of the Grantor, any and
all checks, notes, drafts and other instruments for the payment of
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money constituting proceeds of or otherwise relating to the Collateral;
and the Grantor hereby authorizes the Secured Party to affix, by
facsimile signature or otherwise, the general or special endorsement of
the Grantor, in such manner as the Secured Party shall deem advisable,
to any such instrument in the event the same has been delivered to or
obtained by the Secured Party without appropriate endorsement, and the
Secured Party and any collecting bank are hereby authorized to consider
such endorsement to be a sufficient, valid and effective endorsement by
the Grantor, to the same extent as though it were manually executed by
the duly authorized representative of the Grantor, regardless of by
whom or under what circumstances or by what authority such endorsement
actually is affixed, without duty of inquiry or responsibility as to
such matters, and the Grantor hereby expressly waives demand,
presentment, protest and notice of protest or dishonor and all other
notices of every kind and nature with respect to any such instrument.
SECTION 10. Possession of Collateral by the Secured Party. All
the Collateral now, heretofore or hereafter delivered to the Secured
Party shall be held by the Secured Party in its possession, custody and
control. Any or all of the Collateral delivered to the Secured Party
constituting cash or cash equivalents shall, as long as the Obligations
are being paid in accordance with the Commitment Letter, be held in an
interest-bearing account with the Secured Party, and shall be, upon
request of the Grantor, invested in investments authorized by the
Secured Party. Nothing herein shall obligate the Secured Party to
obtain any particular return thereon. In any Obligation is not paid in
accordance with the Program Documents, then the Secured Party may use
and consume the Collateral, whether for the purpose of preserving
and/or protecting the Collateral, or for the purpose of performing any
of the Grantor's Obligations with respect thereto, or otherwise, and
any or all of the Collateral delivered to the Secured Party
constituting cash or cash equivalents shall be applied by the Secured
Party to payment of the Obligations or otherwise held as Collateral as
the Secured Party shall elect. The Secured Party may at any time
deliver or redeliver the Collateral or any part thereof to the Grantor,
and the receipt of any of the same by the Grantor shall be complete and
full acquittance for the Collateral so delivered, and the Secured Party
thereafter shall be discharged from any liability or responsibility
arising after such delivery to the Grantor. So long as the Secured
Party exercises reasonable care with respect to any Collateral in its
possession, custody or control, the Secured Party shall not have any
liability for any loss of or damage to any Collateral, and in no event
shall the Secured Party have liability for any diminution in value of
Collateral occasioned by economic or market conditions or events,
absent the gross negligence or willful misconduct of the Secured Party.
The Secured Party shall be deemed to have exercised reasonable care
within the meaning of the preceding sentence if the Collateral in the
possession, custody or control of the Secured Party is accorded
treatment substantially equal to that which the Secured Party accords
similar property for its own account, it being understood that the
Secured Party shall not have any responsibility for (i) ascertaining or
taking action with respect to calls, conversions, exchanges,
maturities, tenders or other matters relating to any Collateral,
whether or not the Secured Party has or is deemed to have knowledge of
such matters, or (ii) taking any necessary steps to preserve rights
against any Person with respect to any Collateral.
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SECTION 11. Remedies.
(a) Rights Regarding the Collateral. Upon the failure by the
Grantor to pay any Obligation in accordance with the Program Documents (an
"Event of Default"), the Grantor shall be in default hereunder and the Secured
Party shall have, in any jurisdiction where enforcement is sought, in addition
to all other rights and remedies that the Secured Party may have under this
Agreement and under applicable laws or in equity, all rights and remedies of a
secured party under the Uniform Commercial Code as enacted in any such
jurisdiction in effect at that time, and in addition the following rights and
remedies, all of which may be exercised with or without further notice to the
Grantor except such notice as may be specifically required by applicable law:
(i) to foreclose the Liens and security interests created hereunder or under any
other Financing Document by any available judicial procedure or without judicial
process; (ii) to sell, assign, lease or otherwise dispose of any Collateral or
any part thereof, either at public or private sale or at any broker's board, in
lot or in bulk, for cash, on credit or otherwise, with or without
representations or warranties and upon such terms as shall be commercially
reasonable; (iii) to collect by legal proceedings or otherwise all dividends,
distributions, or other sums now or hereafter payable upon or on account of the
Collateral; (vi) to enter into any extension, reorganization, disposition,
merger or consolidation agreement, or any other agreement relating to or
affecting the Collateral, and in connection therewith the Secured Party may
deposit or surrender control of the Collateral and/or accept other property in
exchange for the Collateral as the Secured Party reasonably deems appropriate
and is commercially reasonable; (iv) to take or bring, in the name of the
Secured Party or in the name of the Grantor, any and all steps, actions, suits
or proceedings deemed necessary or reasonably desirable by the Secured Party to
realize upon the Collateral, including any judicial or nonjudicial foreclosure
thereof or thereon, and the Grantor waives, to the extent permitted by
applicable law, any right to receive notice of any public or private judicial or
nonjudicial sale or foreclosure of any security or any of the Collateral, and
any money or other property received by the Secured Party in exchange for or on
account of the Collateral, whether representing collections or proceeds of
Collateral, and whether resulting from voluntary payments or foreclosure
proceedings or other legal action taken by the Secured Party or the Grantor may
be applied by the Secured Party, without notice to the Grantor, to the
Obligations in such order and manner as the Secured Party in its sole discretion
shall determine; (v) to insure, protect and preserve the Collateral; and (vi) to
exercise all rights, remedies, powers or privileges provided under any of the
Financing Documents.
(b) Sale of Collateral. Any public or private sale or other
disposition of the Collateral may be held at any office of the Secured Party or
at any other place permitted by applicable law.. The Secured Party may direct
the manner of sale of the Collateral as it in its sole and absolute discretion
may determine provided such sale is commercially reasonable, and the Grantor
expressly waives, to the extent permitted by applicable law, any right to direct
the manner of sale of any Collateral. The Secured Party or any Person acting on
the Secured Party's behalf may bid and purchase at any such sale or other
disposition.
(c) Notice of Sale. The Secured Party will give the Grantor
reasonable notice of the time and place of any public sale thereof or of the
time on or after which any private sale thereof is to be made. The requirement
of reasonable notice conclusively shall be met if such notice is mailed,
certified mail, postage prepaid, to the Grantor at its address set forth on the
signature pages hereto or delivered or otherwise sent to the Grantor, at least
ten (10) Business Days before the date of the sale. The Grantor expressly
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waives, to the fullest extent permitted by applicable law, any right to receive
notice of any public or private sale of any Collateral or other security for the
Obligations except as expressly provided for in this paragraph. The Secured
Party shall not be obligated to make any sale of the Collateral if it shall
determine not to do so regardless of the fact that notice of sale of the
Collateral may have been given. The Secured Party may, without notice or
publication, except as required by applicable law, adjourn the sale from time to
time by announcement at the time and place fixed for sale; and such sale may,
without further notice (except as required by applicable law), be made at the
time and place to which the same was so adjourned.
(d) Title of Purchasers. Upon consummation of any sale of
Collateral hereunder, the Secured Party shall have the right to assign, transfer
and deliver to the purchaser(s) thereof the Collateral so sold. Such
purchaser(s) shall hold the Collateral so sold absolutely free from any claim or
right upon the part of the Grantor or any other Person claiming through the
Grantor, and the Grantor hereby waives (to the extent permitted by applicable
laws) all rights of redemption, stay and appraisal which it now has or may at
any time in the future have under any rule of law or statute now existing or
hereafter enacted. If the sale of all or any part of the Collateral is made on
credit or for future delivery, the Secured Party shall not be required to apply
any portion of the sale price to the Obligations until such amount actually is
received by the Secured Party, and any Collateral so sold may be retained by the
Secured Party until the sale price is paid in full by the purchaser or
purchasers thereof. The Secured Party shall not incur any liability in case any
such purchaser or purchasers shall fail to pay for the Collateral so sold, and,
in case of any such failure, the Collateral may be sold again.
(e) Disposition of Proceeds of Sale. The proceeds resulting
from the sale or other disposition of the Collateral shall be applied, first, to
the reasonable costs and expenses (including reasonable attorneys' fees) of
preparing for sale and selling the Collateral; second, to the satisfaction of
all outstanding Obligations; and, third, any surplus remaining after the
satisfaction of all outstanding Obligations to be paid over to the Grantor or to
whomsoever may be lawfully entitled to receive such surplus.
(f) Certain Waivers. To the extent permitted by applicable
law, the Grantor waives all claims, damages and demands against the Secured
Party arising out of the repossession, retention or sale of the Collateral, or
any part or parts thereof, except to the extent any such claims, damages and
awards arise out of the gross negligence or willful misconduct of the Agents or
the Secured Party.
(g) Remedies Cumulative. The rights and remedies provided
under this Agreement are cumulative and may be exercised singly or concurrently,
and are not exclusive of any other rights and remedies provided by law or
equity.
SECTION 12. Secured Party Appointed Attorney-in-Fact. The
Grantor hereby irrevocably appoints the Secured Party as the Grantor's
attorney-in-fact, effective upon and during the continuance of an Event
of Default, with full authority in the place and stead of the Grantor,
and in the name of the Grantor, or otherwise, from time to time, in the
Secured Party's sole and absolute discretion to do any of the following
acts or things: (a) to do all acts and things and to execute all
documents necessary or reasonably desirable to perfect and continue
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perfected the pledge and security interest created by this Agreement
and to preserve, maintain and protect the Collateral; (b) to do any and
every act which the Grantor is obligated to do under this Agreement;
(c) to prepare, sign, file and record, in the Grantor's name, any
financing statement covering the Collateral; and (d) to endorse and
transfer the Collateral upon foreclosure by the Secured Party;
provided, however, that the Secured Party shall be under no obligation
whatsoever to take any of the foregoing actions, and the Secured Party
shall not have any liability or responsibility for any act or omission
(other than the Secured Party's own gross negligence or willful
misconduct) taken with respect thereto.
SECTION 13. Costs and Expenses. The Grantor agrees to pay to
the Secured Party all reasonable costs and out-of-pocket expenses
(including reasonable attorneys' fees and disbursements) (a) of the
Secured Party incurred thereby in the enforcement or attempted
enforcement of this Agreement, whether or not an action is filed in
connection therewith, and (b) of the Secured Party incurred thereby in
connection with any waiver or amendment of any term or provision
hereof. All reasonable advances, charges, costs and expenses, including
reasonable attorneys' fees and disbursements, incurred or paid by the
Secured Party in exercising any right, privilege, power or remedy
conferred by this Agreement (including the right to perform any
Obligation of the Grantor), or in the enforcement or attempted
enforcement thereof, shall be secured hereby and shall become a part of
the Obligations and shall be due and payable to the Secured Party, as
applicable, by the Grantor on demand therefor.
SECTION 14. Transfers and Other Liens. The Grantor agrees that
it will not (i) sell, assign, exchange, transfer or otherwise dispose
of, or contract to sell, assign, exchange, transfer or otherwise
dispose of, or grant any option with respect to, the Collateral, or
(ii) create or permit to exist any Lien upon or with respect to the
Collateral.
SECTION 15. Understandings with Respect to Waivers and
Consents. The Grantor warrants and agrees that each of the waivers and
consents set forth herein is made with full knowledge of its
significance and consequences, with the understanding that events
giving rise to any defense or right waived may diminish, destroy or
otherwise adversely affect rights which the Grantor otherwise may have
against the Secured Party or others, or against the Collateral. If any
of the waivers or consents herein are determined to be unenforceable
under applicable law, such waivers and consents shall be effective to
the maximum extent permitted by law.
SECTION 16. Indemnity. The Grantor agrees to indemnify the
Secured Party from and against any and all claims, losses and
liabilities growing out of or resulting from this Agreement (including
enforcement of this Agreement), except to the extent such claims,
losses or liabilities result from the Secured Party's gross negligence
or willful misconduct.
SECTION 17. Amendments, Etc. No amendment or waiver of any
provision of this Agreement shall be effective unless the same shall be
in writing, signed by both the Secured Party and the Grantor, and then
such waiver or consent shall be effective only in the specific instance
and for the specific purpose for which given.
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SECTION 18. Notices. All notices and other communications
provided for hereunder shall be given in the manner, and to the
respective addresses, set forth on the signature pages hereto.
SECTION 19. Continuing Security Interest; Successors and
Assigns. This Agreement shall create a continuing security interest in
the Collateral and shall (a) remain in full force and effect until
indefeasible payment in full in cash of the Obligations, (b) be binding
upon the Grantor and its successors and assigns, and (c) inure,
together with the rights and remedies of the Secured Party hereunder,
to the benefit of the Secured Party, any successor Secured Party. The
Secured Party may assign or otherwise transfer any rights in Collateral
held by it to any other Person, and such other Person shall thereupon
become vested with all the benefits in respect thereof granted to the
Secured Party herein or otherwise. The Grantor's successors and assigns
shall include, without limitation, a receiver, trustee or
debtor-in-possession thereof or therefor, provided that, none of the
rights or obligations of the Grantor hereunder may be assigned or
otherwise transferred without the prior written consent of the Secured
Party.
SECTION 20. Release of Grantor. This Agreement and all
obligations of the Grantor hereunder and all security interests granted
hereby shall be released and terminated when all Obligations have been
indefeasibly paid in full in cash. Upon such release and termination of
all Obligations and the expiration or termination of the pledge and
security interest hereunder, all rights in and to the Collateral
pledged or assigned by the Grantor hereunder shall automatically revert
to the Grantor, and the Secured Party shall return any pledged
Collateral in its possession to the Grantor, or to the Person or
Persons legally entitled thereto, and shall endorse, execute, deliver,
record and file all instruments and documents, and do all other acts
and things, reasonably required for the return of the Collateral to the
Grantor, or to the Person or Persons legally entitled thereto, and to
evidence or document the release of the interests of the Secured Party
arising under this Agreement, all as reasonably requested by, and at
the sole expense of, the Grantor.
SECTION 21. GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED
BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE
STATE OF NEW YORK, EXCEPT FOR THE CONFLICT OF LAWS RULES THEREOF (OTHER
THAN NEW YORK GENERAL OBLIGATIONS LAW SECTIONS 5-1401 AND 5-1402).
SECTION 22. Copies of Certificates Etc. Whenever the Grantor
is required to deliver notices, certificates, opinions, statements or
other information hereunder to the Secured Party, it shall do so in
such number of copies as the Secured Party shall reasonably specify.
SECTION 23. Limitation of Liability. It is expressly
understood and agreed by the parties hereto that (a) this Agreement is
executed and delivered by Wilmington Trust Company, not individually or
personally, but solely as owner trustee (the "Owner Trustee"), in the
exercise of the powers and authority conferred and vested in it, (b)
each of the representations, undertakings and agreements herein made on
the part of the Owner Trustee or the Grantor, as the case may be, is
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made and intended not as personal representations, undertakings and
agreements by Wilmington Trust Company, but is made and intended for
the purpose of binding only the Grantor or the Owner Trustee, as the
case may be, (c) nothing herein contained shall be construed as
creating any liability on Wilmington Trust Company, individually or
personally, to perform any covenant either expressed or implied
contained herein, all such liability, if any, being expressly waived by
the parties hereto and by any Person claiming by, through or under the
parties hereto and (d) under no circumstances shall Wilmington Trust
Company be personally liable for the payment of any indebtedness or
expenses of the Grantor or the Owner Trustee, as the case may be, or be
liable for the breach or failure of any obligation, representation,
warranty or covenant made or undertaken by the Grantor or the Owner
Trustee, as the case may be, under this Agreement or any other related
documents.
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IN WITNESS WHEREOF, the Grantor and the Secured Party have executed
this Agreement by their duly authorized representative as of the date first
written above.
GRANTOR
ABFS Warehouse Trust 2004-2
By: WILMINGTON TRUST COMPANY not in its
individual capacity but solely as
owner trustee of the Grantor
By: /s/ Xxxxx X. Xxxxxx
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Name: Xxxxx X. Xxxxxx
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Title: Assistant Vice President
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Address for Notices:
ABFS Warehouse Trust 2004-2
c/o Wilmington Trust Company as owner
trustee
Xxxxxx Square North
0000 Xxxxx Xxxxxx Xxxxxx
Xxxxxxxxxx, XX 00000
Attention: Corporate Trust Administration
Telecopier No.: (000) 000-0000
Telephone No: (000) 000-0000
SECURED PARTY
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THE PATRIOT GROUP, LLC
By: /s/ Xxxxxxxx X. Xxxx
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Name: Xxxxxxxx X. Xxxx
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Title: Senior Vice President
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Address for Notices:
00 Xxxxxxxx Xxxxxx
Xxxxxx, Xxxxxxxxxxx 00000
Pledge and Security Agreement
D-1
