Exhibit 10.6
Execution Version
STOCK AND MEMBERSHIP PLEDGE AGREEMENT
THIS STOCK AND MEMBERSHIP PLEDGE
AGREEMENT (the “Agreement”) is made as of April 8,
2008, by and between Origen Financial L.L.C., a Delaware limited
liability company (“Pledgor”), and William M. Davidson
Trust u/a/d 12/13/04 (“Pledgee”).
RECITALS:
A. Pursuant to that certain
Senior Secured Loan Agreement, of even date herewith between
Pledgor and Pledgee, Pledgee has loaned $46,000,000 to Pledgor, and
pursuant to that certain Amended and Restated Senior Secured Loan
Agreement of even date herewith between Pledgor and Pledgee,
Pledgee has loaned the aggregate amount of $15,000,000 to Pledgor
(collectively, the “Loan Agreements”).
B. Pledgor owns 2,500 shares of
the common stock, $0.01 par value per share (the “Pledged
Stock”), of Origen Servicing, Inc. (“OSI”). The
Pledged Stock represents all of the issued and outstanding shares
of the OSI’s capital stock.
C. Pledgor owns a 100%
membership interest (the “Membership Interest”, and
together with the Pledged Stock, the “Securities”) in
Origen Securitization Company, LLC (“OSC” and together
with OSI, the “Companies”).
D. To induce Pledgee to provide
financial accommodations to Pledgor and to secure the repayment of
the Obligations, Pledgor hereby grants to Pledgee a security
interest in the Securities and any sums due Pledgor from the
Companies, upon the terms and subject to the conditions set forth
in this Agreement.
NOW, THEREFORE, the parties agree as
follows:
1. Pledge . As security
for the full payment and performance of the Obligations, Pledgor
delivers, pledges and grants to Pledgee a continuing first priority
security interest in the following (the
“Collateral”):
(a) the Securities;
(b) any notes payable or other
indebtedness owing from the Companies to Pledgor, whether evidenced
by a promissory note, a book entry or otherwise; and
(c) the proceeds of each of the
foregoing, including without limitation, any and all dividends,
cash, instruments and other property or income from time to time
received, receivable or otherwise distributed in respect of, or in
exchange for, any of the above
(the “Proceeds”).
2. Stock Powers .
Concurrently with execution of this Agreement, Pledgee shall
deliver to Pledgor certificate(s) representing the Securities,
along with undated stock and membership interests powers covering
such certificate(s), in form and substance reasonably acceptable to
Pledgee, duly executed in blank by Pledgor.
3. Pledgee’s
Duties . To the extent permitted under the Uniform Commercial
Code as in effect in the State of Michigan from time to time (the
“Code”) and the provisions of this Agreement, Pledgee
shall have no duty with respect to the Collateral. Without limiting
the generality of the foregoing, Pledgee shall be under no
obligation to take any steps necessary to preserve rights in the
Collateral against any other parties or to exercise any rights
represented thereby; provided , however , that
Pledgee may, at its option, do so, and any and all expenses
incurred in connection therewith shall be for Pledgor’s sole
account.
4. Distributions . So
long as no Event of Default (as defined in the Loan Agreements) has
occurred and is continuing, Pledgor shall be entitled to receive
for its own use all dividends and distributions with respect to the
Collateral. If an Event of Default has occurred and is continuing,
Pledgor shall not be entitled to receive or retain any dividends or
distributions paid in respect of the Collateral, and any and all
such dividends or distributions shall be forthwith delivered to the
Pledgee to hold as collateral and shall, if received by Pledgor, be
received in trust for delivery to the Pledgee, and be segregated
from the other property or accounts of Pledgor until delivered to
the Pledgee.
5. Representations,
Warranties and Covenants . Pledgor represents, warrants and
covenants that:
(a) The Securities have been duly and
validly issued. Pledgor is the record and beneficial owner of, and
has good and marketable title to, the Securities;
(b) There are no restrictions upon
the transfer of any of the Collateral. Pledgor has the right to
pledge and grant a security interest in or otherwise transfer such
Collateral free of any encumbrances or rights of third
parties;
(c) The Collateral is and shall
remain free from all liens, claims, encumbrances and purchase money
or other security interests. Pledgor shall not sell, transfer or
otherwise dispose of any or all of the Collateral without
Pledgee’s prior written consent. Pledgor will defend the
right, title and interest of Pledgee in and to the Collateral
against the claims and demands of all persons whomsoever;
(d) There are no options for the
purchase of the Securities and all rights represented thereby and
Pledgor shall not grant any such options so long as this Agreement
remains outstanding;
(e) There are no existing agreements
with respect to the Collateral between Pledgor and any other person
or entity;
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(f) Upon either (i) the
delivery to Pledgee of the certificate(s) evidencing the Pledged
Stock and the Membership Interest and the stock and membership
interest powers or (ii) the filing of a financing statement
listing Pledgor as debtor and Pledgee as secured party and
describing the Collateral, the security interest created by this
Agreement will constitute a valid, perfected first priority
security interest in the Collateral granted by Pledgor, enforceable
in accordance with its terms against all creditors of Pledgor and
any persons purporting to purchase any Collateral from Pledgor,
except as affected by bankruptcy, insolvency, fraudulent
conveyance, reorganization, moratorium and other similar laws
relating to or affecting creditors’ rights generally, general
equitable principles (whether considered in a proceeding in equity
or at law);
(g) If Pledgor shall, as a
result of its ownership of any Securities, become entitled to
receive or shall receive any stock or membership certificate
(including, without limitation, any certificate representing a
stock dividend or a distribution in connection with any
reclassification, increase or reduction of capital or any
certificate issued in connection with any reorganization), option
or rights, whether in addition to, in substitution of, as a
conversion of, or in exchange for any Securities, or otherwise in
respect thereof, Pledgor shall accept the same as the agent of
Pledgee, hold the same in trust for Pledgee and deliver the same
forthwith to Pledgee in the exact form received, duly endorsed by
Pledgor to Pledgee, if required, together with an undated stock
power covering such certificate duly executed in blank by Pledgor,
to be held by Pledgee, subject to the terms hereof, as additional
collateral security for the Obligations. Any property distributed
to Pledgor upon or in respect of the Securities upon the
liquidation, dissolution, recapitalization or reorganization of
either Company, shall be delivered to Pledgor as additional
collateral security for the Obligations. If any property
distributed in respect of the Securities shall be received by
Pledgor while an Event of Default has occurred and is continuing,
Pledgor shall, until such property is delivered to Pledgee, hold
the property in trust for Pledgee, segregated from other property
of Pledgor, as additional collateral security for the
Obligations;
(h) Without the prior written
consent of Pledgee, Pledgor shall not vote to enable, or take any
other action to permit either Company to issue any stock,
membership interest or other equity securities of any nature or to
issue any other securities convertible into or granting the right
to purchase or exchange for any stock, membership interest or other
equity securities of any nature of either Company;
(i) Upon the written request of
Pledgee, and at its sole expense, Pledgor will promptly and duly
execute and deliver such further instruments and documents and take
such further actions as Pledgee may reasonably request for the
purposes of obtaining or preserving the full benefits of this
Agreement and of the rights and powers herein granted. If any
amount payable under or in connection with any of the Collateral
shall be or become evidenced by any promissory
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