PLEDGE AND SECURITY AGREEMENT
Pledge and Security Agreement, dated the 16 th day of July, 2010, made by Ronald F. Valenta (" RFV ") and Lydia D. Valenta (" LDV "), husband and wife (RFV and LDV are each, a " Pledgor ") and collectively, the " Pledgors ") for the benefit of PNC Bank, National Association (" PNC "), as administrative and collateral agent for the Lenders (as defined in the Credit Agreement (as hereinafter defined)) (in such capacity, the " Agent ") (this " Pledge Agreement ").
W I T N E S S E T H:
WHEREAS, pursuant to that certain Revolving Credit and Security Agreement, dated of even date herewith (as may be amended, modified, supplemented or restated from time to time, the " Credit Agreement "), by and among Pac-Van, Inc., an Indiana corporation and the other Borrowers party thereto (each a " Borrower " and collectively, the " Borrowers "), the Guarantors party thereto, the Lenders party thereto, Pac-Van Asset Trust, a Delaware statutory trust and the Agent, the Lenders have agreed to extend credit to the Borrowers;
WHEREAS, in connection with the Credit Agreement, the Pledgors have executed in favor of the Agent and the Beneficial Lenders (as defined in the Limited Guaranty (as hereinafter defined))) that certain Limited Guaranty, dated of even date herewith (as may be amended, modified, supplemented or restated from time to time, the " Limited Guaranty "); and
WHEREAS, the obligation of the Lenders to make the Advances pursuant to the Credit Agreement is subject to the further condition, among others, that the Pledgors grant to and create in favor of the Agent a first priority security interest in the Collateral (as hereinafter defined) pursuant to the terms and conditions as hereinafter provided.
NOW, THEREFORE, in consideration of the Guaranty Obligations (as hereinafter defined) and of other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Pledgors, intending to be legally bound hereby, covenant and agree as follows:
SECTION 1. Defined Terms . In addition to the words and terms defined elsewhere in this Pledge Agreement, words and terms defined in the Credit Agreement or the Uniform Commercial Code, as adopted in the State of New York (the " UCC ") shall, unless the context hereof clearly requires otherwise, have the same meaning herein as therein provided.
SECTION 2. Pledge and Assignment . Subject to the limitations set forth herein, the Pledgors hereby pledge and assign to the Agent (for its benefit and the benefit of the Beneficial Lenders), and grant a security interest in, the following collateral (collectively the " Collateral "): (a) the deposit account with PNC (the " Deposit Bank ") in the name of the Pledgors being designated as Account Number 8043592233 (the " Account "), and (b) any and all interest earned thereon and proceeds thereof.
SECTION 3. Security for the Guaranty Obligations . This Pledge Agreement secures the obligations of the Pledgors under the Limited Guaranty (the " Guaranty Obligations ").
SECTION 4. Maintaining the Deposits . Subject to the terms and conditions of the Credit Agreement and this Pledge Agreement, the Collateral shall not be paid to or released to or for the account of, or withdrawn by or for the account of, either Pledgor, or any other Person except the Agent .
SECTION 5. Account Control Agreement . Simultaneously with the execution and delivery of this Pledge Agreement, the Pledgors, the Agent and PNC have executed and delivered that certain Deposit Account Control Agreement, dated of even date herewith (the " Control Agreement ") for the purpose of, among other things, perfecting the security interest granted by the Pledgors to the Agent herein. Each Pledgor covenants and agrees with the Agent that it shall not modify or terminate or attempt to modify or terminate the Control Agreement.
SECTION 6. Representations and Warranties . The Pledgors represent and warrant as follows:
(a) This Pledge Agreement has been duly and validly executed and delivered by the Pledgors and constitutes a legal, valid and binding obligation of the Pledgors enforceable in accordance with its terms. The Pledgors have the power and authority to grant and convey the security interests contemplated hereunder.
(b) The Pledgors are the legal and beneficial owner of the Collateral free and clear of any Lien, except for the security interest created by this Pledge Agreement.
(c) The pledge and assignment of the Collateral pursuant to this Pledge Agreement, together with the execution and delivery of the Control Agreement, creates a valid and perfected first priority security interest in the Collateral, securing the payment of the Guaranty Obligations.
SECTION 7. Further Assurances . Each Pledgor agrees that at any time and from time to time, such Pledgor will promptly execute and deliver all further instruments and documents, and take all further action that