EXHIBIT 10.25
The security interest granted herein is subject and
subordinate to a security interest granted by the
undersigned this date to The Chase Manhattan Bank.
PLEDGE SECURITY AGREEMENT
The undersigned executes and delivers this Pledge Security
Agreement (the "Agreement") to Home Properties of New York,
L.P. ("Home Properties"), having an office located at 850
Clinton Square, Rochester, New York 14604, in consideration
of a loan made by Home Properties to the undersigned.
Accordingly, Home Properties shall have the rights, remedies
and benefits hereinafter set forth.
Definitions. The term "Liabilities" shall include any and
all indebtedness, obligations and Liabilities of any kind of
the undersigned to Home Properties with respect to a certain
loan (the "Loan") from Home Properties evidenced by a
promissory note of even date herewith (the "Note") in the
principal amount of $____X____________, the proceeds of
which are being used by the undersigned to purchase the
Collateral (as defined below).
The term "Collateral" means all property in which the
undersigned grants a security interest pursuant to the
"Grant of Security Interest" paragraph set forth below.
The term "Obligor" means the undersigned.
Grant of Security Interest. As security for the payment of
the Liabilities, the undersigned hereby grants Home
Properties a security interest in, a general lien upon
and/or right of set-off against (as applicable) the
____X_____ shares (the "Shares") of common stock of Home
Properties acquired by the undersigned on this date with the
proceeds of the Loan and a loan ("Chase Loan") from The
Chase Manhattan Bank ("Chase"). By accepting this
Agreement, Home Properties acknowledges and agrees that the
pledge hereunder is secondary and subordinate to a pledge
given by the undersigned to Chase to secure the Chase Loan.
The undersigned agrees that Home Properties' records will be
the accurate record of any substitutions in and additionals
to the Collateral.
A certificate ("Certificate") for the Shares shall be issued
in the name of the undersigned, but when issued shall be
forwarded by Home Properties' transfer agent directly to
Chase and Chase shall have and maintain custody of the
Certificate until the Chase Loan is paid in full. Upon
payment in full of the Chase Loan, the undersigned will
instruct Chase to deliver the Certificate to Home
Properties. The undersigned also agrees to execute and
deliver to Home Properties blank stock powers with respect
to the Certificate upon the execution of this Agreement.
Covenants. As long as any part of the Liabilities remain
unpaid the undersigned agrees to:
a) defend the Collateral against all claims, keep the
Collateral free from other security interests (other than
the pledge to Chase) and not dispose of any portion of the
Collateral without Home Properties' written consent;
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b) notify Home Properties promptly of any changes in the
undersigned's name or address;
c) execute and deliver any financing statements or other
documents, pay any costs of title searches and filing fees,
and take any other action Home Properties requests in
relation to the security interest;
d) pay all taxes and other charges which may be levied
against the Collateral.
Warranties. As long as any part of the Liabilities remain
unpaid the undersigned warrants to Home Properties that:
a) each document representing the Collateral is genuine;
b) the undersigned owns the Collateral free of any claims,
liens, encumbrances and security interests, except of Chase
and Home Properties;
c) the undersigned is fully authorized to enter into this
Agreement.
Voting Rights. So long as no Event of Default occurs, the
Shares will remain registered in the name of the
undersigned. However, after a default and payment in full
of the Chase loan, the undersigned authorizes Home
Properties to transfer the shares into Home Properties' name
or the name of any nominee and agrees that thereafter Home
Properties does not have to send the undersigned any
communications with respect to the Shares and any proxies
issued by the undersigned will be invalid. Home Properties
shall then have the right to vote in person or by proxy
without any direction from the undersigned.
Default. It shall be an Event of Default if Obligor shall
default in the performance of any of his/her agreements
herein, or the occurrence and continuance of any Event of
Default under Obligor's note.
Upon the occurrence of an Event of Default, unless and to
the extent that Home Properties shall otherwise elect, all
of the Liabilities shall become and be due and payable
forthwith.
Dividends/Income. After payment in full of the Chase Loan
and until the Loan is paid in full, all cash dividends from
the Collateral shall be paid directly to Home Properties
pursuant to the terms of the Note. If the undersigned
receives any dividends or income during the term of this
Agreement, the undersigned agrees to promptly turn the same
over to Chase until such time as the Chase Loan is paid in
full and thereafter to Home Properties. Home Properties
shall apply the cash dividends so received to the
Liabilities but Home Properties will account for it and pay
over to the undersigned any cash which remains on hand after
the Liabilities are satisfied.
General Waivers. Without affecting the liability of the
undersigned to Home Properties, any of the following may be
done by Home Properties without notice to the undersigned.
a) change, renew or extend the time for repayment of any
part of the Liabilities;
b) change the rate of interest or any other provisions
with respect to any part of the Liabilities;
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c) surrender, sell or otherwise dispose of any money or
property which is in Home Properties' possession as
collateral security for the Liabilities;
d) release or discharge any party liable to Home
Properties in whole or in part for the Liabilities or accept
any additional parties or guarantors;
e) delay or refrain from exercising any of Home
Properties' rights; and
f) settle or compromise any and all claims.
Custody of Collateral. Home Properties agrees to use
reasonable care to protect any Collateral in its possession.
However, Home Properties shall not be required to:
a) vote the stock;
b) collect any debt;
c) exercise any conversion rights;
d) take any steps necessary to preserve rights against
prior parties;
e) notify the undersigned of any maturities, calls,
conversions, or other similar matters concerning the
Collateral, except for forwarding to the undersigned those
communications which are addressed to the undersigned; or
f) act upon any request the undersigned may send Home
Properties.
Changes in Collateral. Whether or not an Event of Default
has occurred, the undersigned authorizes Home Properties to:
a) receive and hold as additional collateral any non-cash
increases in or profits on the Collateral, including without
limitation any shares issued as the result of a stock split
or similar distribution; and
b) surrender the Collateral and receive any payment or
distribution upon redemption, dissolution or liquidation of
the issuer of the Collateral.
If the undersigned receives any of the payments or
distributions described above after payment in full of the
Chase Loan, the undersigned agrees to turn them over to Home
Properties.
Further Assurance. The undersigned appoints Home Properties
as its attorney to take any necessary steps, including the
filing of financing statements, to perfect Home Properties'
security interest without first obtaining the undersigned's
signature. Upon Home Properties' request, the undersigned
will execute any amendments, including UCC-3 forms, which
are necessary to perfect and continue Home Properties'
security interest in the Collateral.
Modification. This Agreement cannot be modified except by a
written agreement.
Notices. The undersigned waives any right to notice of any
action Home Properties may take with respect to the
Collateral. If Home Properties shall provide such notice,
the undersigned agrees that notice will be sufficiently
given if sent to the undersigned's address shown in this
Agreement or to a new address which the undersigned shall
have notified Home Properties of in writing. The
undersigned agrees that notice of foreclosure sale sent at
least five days before the sale provides the undersigned
with a reasonable opportunity to exercise the undersigned's
right of redemption of the Collateral and any other legal
rights.
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Governing Law; Jurisdiction. This Agreement shall be
governed by and construed in accordance with the laws of the
State of New York. The undersigned consents to the
nonexclusive jurisdiction and venue of the state or federal
courts located in such state. In the event of a dispute
hereunder, suit may be brought against the undersigned in
such courts or in any jurisdiction where the undersigned or
any of its assets may be located. Service of process by
Home Properties in connection with any dispute shall be
binding on the undersigned if sent to the undersigned by
registered mail at the address(es) specified below or to
such further address(es) as the undersigned may specify to
Home Properties in writing.
IN WITNESS WHEREOF, the undersigned has executed this
instrument or has caused this instrument to be duly executed
this _____ day of August, 1996.
______________________________
Signature
__X____________________________
Address:
__X_____________________________
__x_____________________________
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