COMMERCIAL PLEDGE AGREEMENT
EXHIBIT
10.8
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Principal
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Loan
Date
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Maturity
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Loan
No
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Call
/ Coll
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Account
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Officer
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Initials
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$7,000,000.00
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01-31-2006
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09-28-2017
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25791389
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220
/ 54
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MFL
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References
in the shaded area are for Lender’s use only and do not limit the
applicability of this document to any particular loan or
item.
Any
item above containing “ * * * “ has been omitted due to text length
limitations
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Grantor:
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PREMIER
FINANCIAL BANCORP, INC. (TIN:
00-0000000)
0000
XXXXX XXX.
HUNTINGTON,
WV 25702
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Lender:
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FIRST
GUARANTY BANK
First
Guaranty Square Banking Center - Commercial
Lending
000
Xxxx Xxxxxx Xxxxxx
P
0
Box 2009
Hammond,
LA 70404-2009
(000)
000-0000
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THIS
COMMERCIAL PLEDGE AGREEMENT dated January 31, 2006, is made and executed
between
PREMIER FINANCIAL BANCORP, INC. ("Grantor") and FIRST GUARANTY BANK
("Lender").
GRANT
OF SECURITY INTEREST. For valuable consideration. Grantor grants to Xxxxxx
a
continuing security interest in the Collateral to secure the Indebtedness
and
agrees that Xxxxxx shall have the rights stated in this Agreement with
respect
to the Collateral, in addition to all other rights which Lender may have
by
law.
COLLATERAL
DESCRIPTION.
The
word "Collateral" as used in this Agreement means individually, collectively
and
interchangeably Grantor's present and future rights, title and interest
in and
to, together with any and all present and future additions thereto,
substitutions therefore, and replacements thereof, together with any and
all
present and future certificates and/or instruments evidencing any Stock
and
further together with all Income and Proceeds as described herein:
10000
Shares of XXXXX COUNTY BANK, INC. Stock, CERTIFICATE #1
CROSS-COLLATERALIZATION.
In
addition to the Note, this Agreement secures all obligations, debts and
liabilities, plus interest thereon, of Grantor to Lender, or any one or
more of
them, as well as all claims by Lender against Grantor or any one or more
of
them, whether now existing or hereafter arising, whether related or unrelated
to
the purpose of the Note, whether voluntary or otherwise, whether due or
not due,
direct or indirect, determined or undetermined, absolute or contingent,
liquidated or unliquidated whether Grantor may be liable individually or
jointly
with others, whether obligated as guarantor, surety, accommodation party
or
otherwise, and whether recovery upon such amounts may be or hereafter may
become
barred by any statute of limitations, and whether the obligation to repay
such
amounts may be or hereafter may become otherwise unenforceable.
(Initial Here /s/ RWW)
DELIVERY
OF COLLATERAL.
Contemporaneous with/he execution of this Agreement, Grantor has delivered
or
will deliver to Lender or Xxxxxx's designated agent the above described
Collateral, including without limitation, any and all certificates and
instruments evidencing Grantor's Stock subject to this Agreement, appropriately
endorsed in blank, together with irrevocable stock powers also endorsed
in
blank. As long as this Agreement remains in effect, Grantor further agrees
to
immediately deliver to Lender, or Xxxxxx's designated agent, any and all
additions to or substitutions or replacements for the Collateral, including
without limitation any and all future certificates representing Stock subject
to
this Agreement that are subsequently issued in Grantor's favor or that
Grantor
otherwise holds or owns. In the event that Grantor is unable to deliver
any of
the Collateral to Lender or Xxxxxx's designated agent at the time this
Agreement
is executed, or should Grantor ever withdraw or obtain temporary possession
of
any of the Collateral while this Agreement remains in effect, either under
a
trust receipt or otherwise. Grantor unconditionally agrees to deliver
immediately to Lender the Collateral or, alternatively, such substitute
or
replacement collateral security as may then be satisfactory to
Lender.
CONTINUING
SECURITY INTEREST TO SECURE PRESENT AND FUTURE
INDEBTEDNESS.
Grantor
affirms that Grantor has granted a continuing security interest in the
Collateral in favor of Lender to secure any and all present and future
Indebtedness of Grantor in favor of Xxxxxx, as may be outstanding from
time to
time set forth above, in principal, interest, costs, expenses, reasonable
attorneys' fees and other fees and charges, with the continuing preferences
and
priorities provided under applicable Louisiana law. Grantor agrees that
all such
additional loans and Indebtedness will be secured under this Agreement
without
the necessity that Grantor (or any of them) agree or consent to such a
result at
the time such additional loans are made and Indebtedness incurred, without
the
further necessity that the note or notes evidencing such additional loans
or
Indebtedness refer to the fact that such notes are secured by this Agreement.
Xxxxxxx further agrees Grantor may not subsequently have a change of mind
and
insist that any such additional loans or Indebtedness not be secured by
this
Agreement unless Xxxxxx specifically agrees to such a request in
writing.
DURATION
OF AGREEMENT.
This
Agreement shall remain in full force and effect until such time as this
Agreement and the security interests created hereby are terminated and
cancelled
by Lender under a written cancellation instrument in favor of
Grantor.
ADDITIONAL
COLLATERAL.
In the
event that any of the Collateral should at any time decline in value or
become
unsatisfactory to Lender for any reason, Grantor agrees to immediately
provide
Lender with such additional collateral security as may then be acceptable
to
Lender.
GRANTOR'S
OBLIGATIONS TO DELIVER STOCK CERTIFICATES, DIVIDENDS, DISTRIBUTIONS,
ETC..
In the
event that Grantor should ever receive any: (A) certificates or instruments
representing any of the Stock, including without limitation, any certificates
or
instruments representing a stock dividend, or Stock issued in connection
with
any increase or reduction of capital, reclassification, merger, consolidation,
sale of assets, combination of shares, stock split, spin-off, or split-off
or
any renewal or refinancing of any Stock; (B) options, warrants or rights,
whether as an addition to, or in substitution of, or exchange for, any
of the
Stock, or otherwise; (C) non-cash dividends or other distributions payable
in
property, including securities issued by third parties other than the issuer(s)
of the Stock; (E) proceeds or payments, whether in cash or otherwise, derived
or
to be derived from the sale, transfer, assignment, delivery or other
distribution of the Stock; then Grantor shall accept the same as Xxxxxx's
agent,
in trust for and on behalf of Lender, and Grantor shall deliver them forthwith
to Lender in the exact form received, with Xxxxxxx's endorsement in blank,
when
necessary, or with irrevocable Stock powers duly executed by Xxxxxx in
blank,
with the same to be held in pledge by Xxxxxx, subject to the terms and
conditions of this Agreement, as collateral security for repayment of the
Indebtedness, as heretofore stated.
REPRESENTATIONS
AND WARRANTIES WITH RESPECT TO THE COLLATERAL.
Grantor
represents and warrants to Lender that;
Ownership.
Grantor
at all times will continue to be the legal and lawful owner of the Collateral
free and clear of all security interests, liens, Encumbrances and claims
of
others except as disclosed to and accepted by Xxxxxx in writing prior to
execution of this Agreement.
Right
to Pledge. Grantor
has the right, power and authority to enter into this Agreement and to
grant a
continuing security interest in the Collateral in favor of Lender.
Authorization.
Grantor's execution, delivery, and performance of this Agreement and all
the
Related Documents have been duly authorized by all necessary action by
Grantor
and do not conflict with, result in a violation of, or constitute a default
under (1) any provision of (a) Grantor's articles of incorporation or
organization, or bylaws, or (b) any agreement or other instrument binding
upon
Grantor or (2) any law, governmental regulation, court decree, or order
applicable to Grantor or to Grantor's properties.
Perfection
of Security Interest.
Upon
delivery of the Collateral to Lender, including without limitation delivery
of
the certificates and/or instruments evidencing and representing the Stock,
this
Agreement shall create a valid first lien upon, and perfect a security
interest
in the Collateral subject to no prior security interest, lien, charge,
individually, collectively and interchangeably any and all presently existing
and/or future mortgages, liens, privileges and other contractual and/or
statutory security interests and rights, of every nature and kind, whether
in
admiralty, at law, or in equity, that now and/or in the future may affect
the
Collateral or any part or parts thereof, or other agreement purporting
to grant
to any third party a security interest in the Collateral.
Notice
to Obligors.
Upon
request by Xxxxxx, Grantor immediately will notify individual obligors
under
Grantor's Collateral or Rights, advising such obligors of the fact that
their
obligations have been collaterally assigned and pledged to Lender. In the
event
that Grantor should fail to provide such notices for any reason upon Xxxxxx's
request. Xxxxxxx agrees that Xxxxxx may forward appropriate notices to
such
obligors either in Xxxxxx's name or in Grantor's name.
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Loan
No: 25791389
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(Continued)
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Page
2
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Authority;
Binding Effect.
Grantor has the full right, power and authority to enter into this Agreement
and
to grant a security interest in the Collateral to Lender, This Agreement
is
binding upon Grantor as well as Grantor's successors and assigns, and is
legally
enforceable in accordance with its terms. The foregoing representations
and
warranties, and all other representations and warranties contained In this
Agreement are and shall be continuing in nature and shall remain in full
force
and effect until such time as this Agreement is terminated or cancelled
as
provided herein.
Valid
Issuance of Stock.
All of
the Stock have been duly and validly issued and are fully paid and
non-assessable.
Ownership
of Stock.
Unless
otherwise previously disclosed to Lender in writing, the shares of Stock
subject
to this Agreement constitute all shares owned by of Grantor of the issued
and
outstanding shares of the capital stock of the corporation or corporations
listed above.
Free
Transferability of Stock.
Unless
otherwise previously disclosed to Lender in writing, all of the shares
of Stock
are freely transferable and subject to sale without being subject to
limitations, restriction, stock legends, or prohibitive covenants under
any
agreements, or otherwise under which Grantor or the issuer of any such
Stock may
be bound or obligated.
Stock
Dividend; Stock Split.
In
order to prevent Xxxxxx's collateral position from becoming diluted by
any stock
dividends or stock splits, Grantor agrees to notify Lender immediately
when
knowledge of any such transaction or transactions becomes known, and to
deliver
all of the stock certificates to Lender for pledging within five (5) days
of
receipt of the stock dividend and/or stock split together with appropriately
executed stock powers.
No
Further Assignment.
Grantor has not, and shall not, sell, assign, transfer, encumber or otherwise
dispose of any of Grantor's rights in the Collateral except as provided
in this
Agreement.
No
Defaults.
There
are no defaults existing under the Collateral, and there are no offsets
or
counterclaims to the same. Grantor will strictly and promptly perform each
of
the terms, conditions, covenants and agreements, if any, contained in the
Collateral which are to be performed by Grantor.
No
Violation.
The
execution and delivery of this Agreement will not violate any law or agreement
governing Grantor or to which Grantor is a party, and its certificate or
articles of incorporation and bylaws do not prohibit any term or condition
of
this Agreement.
Financing
Statements.
Grantor
authorizes Lender to file a UCC financing statement, or alternatively,
a copy of
this Agreement to perfect Xxxxxx's security interest. At Xxxxxx's request,
Xxxxxxx additionally agrees to sign all other documents that are necessary
to
perfect, protect, and continue Xxxxxx's security interest in the Property.
Grantor will pay all filing fees, continuation fees, termination fees,
title
transfer fees, and other fees and costs involved. Grantor irrevocably appoints
Xxxxxx to execute documents necessary to transfer title if there is a default.
Lender may file a carbon, photographic, facsimile or other reproduction
copy of
this Agreement as a UCC financing statement. Lender may also file a carbon,
photographic, facsimile or other reproduction copy of Grantor's UCC financing
statement. If Grantor changes Grantor's name or address, or the name or
address
of any person granting a security interest under this Agreement changes,
Grantor
will promptly notify the Lender of such change.
XXXXXX'S
RIGHTS AND OBLIGATIONS WITH RESPECT TO THE COLLATERAL.
Lender
shall have the following rights in addition to all other rights Lender
may have
by law:
Maintenance
and Protection of Collateral.
Lender
may, but shall not be obligated to, take such steps as it deems necessary
or
desirable to protect, maintain, insure, store, or care for the Collateral,
including paying of any liens or claims against the Collateral. This may
include
such things as hiring other people, such as attorneys, appraisers or other
experts. Xxxxxx may charge Grantor for any cost incurred in so doing. When
applicable law provides more than one method of perfection of Xxxxxx's
security
interest. Lender may choose the method(s) to be used. Lender may also require
Grantor to notify, or Lender may notify, third parties of the fact that
the
Collateral has been pledged to Lender. If the Collateral consists of stock,
bonds or other investment property for which no certificate has been issued,
Grantor agrees, at Xxxxxx's request, either to request issuance of an
appropriate certificate or to give instructions on Xxxxxx's forms to the
issuer,
transfer agent, mutual fund company, or broker, as the case may be, to
record on
its books or records Xxxxxx's security interest in the Collateral. Xxxxxxx
also
agrees to execute any additional documents, including but not limited to,
a
control agreement, necessary to perfect Xxxxxx's security interest as Xxxxxx
may
desire.
Where
it
is necessary for Lender to enforce performance, payment and delivery of
any such
Income and Proceeds from the Obligor therefore, Grantor unconditionally
agrees
that Lender may compromise or take such other actions, either in Grantor's
name
or in Xxxxxx's name as Lender may deem appropriate, within Xxxxxx's sole
judgment, with regard to performance, collection and payment of the same,
without affecting the obligations and liabilities of Grantor under this
Agreement or any Indebtedness secured by this Agreement. In order to further
permit the foregoing, Grantor agrees that Lender shall have the additional
irrevocable rights, coupled with an interest, to: (1) receive, open and
dispose
of all mail addressed to Grantor pertaining to any of the Collateral; (2)
notify
the postal authorities to change the address and delivery of mail addressed
to
Grantor pertaining to any of the Collateral to such address as Lender may
designate; and (3) endorse Grantor's name on any and all notes, acceptances,
checks, drafts, money orders or other instruments of payment of such Income
and
Proceeds that may come into Xxxxxx's possession, and to deposit or otherwise
collect the same, applying such funds to the unpaid balance of the Indebtedness
in the manner provided below.
In
the
event that Grantor should, for any reason, receive any Income and Proceeds
subject to this Agreement, and Grantor should deposit such funds into one
or
more of Grantor's deposit accounts, no matter where located. Lender shall
have
the additional right following any Event of Default under this Agreement,
to
attach any and all of Grantor's deposit accounts in which such funds may
have
been deposited, whether or not any such funds were commingled with other
funds
of Grantor, and whether or not any such funds then remain on deposit in
such an
account or accounts. To this end. Grantor additionally collaterally assigns
and
pledges to Lender and grants to Lender a continuing security interest in
and to
any and all of Grantor's present and future rights, title and interest
in and to
any and all funds that Grantor may now or in the future maintain on deposit
with
banks, savings and loan associations and other financial institutions,
as well
as money market accounts with other types of entities, in which Grantor
at any
time may deposit any such Income and Proceeds.
Application
of Cash.
At
Lender's option, Lender may apply any cash, whether included in the Collateral
or received as Income and Proceeds or through liquidation, sale, or retirement,
of the Collateral, to the satisfaction of the Indebtedness or such portion
thereof as Lender shall choose, whether or not matured. Lender may alternatively
and at its sole option and election hold such cash as additional "cash
collateral" to secure the Indebtedness.
Transactions
with Others.
Lender
may (1) extend time for payment or other performance, (2) grant a renewal
or
change In terms or conditions, or (3) compromise, compound or release any
obligation, with any one or more Obligors, endorsers, or Guarantors of
the
Indebtedness as Lender deems advisable, without obtaining the prior written
consent of Grantor, and no such act or failure to act shall affect Lender's
rights against Grantor or the Collateral.
Perfection
of Security Interest.
Xxxxxxx
agrees to take whatever actions are requested by Xxxxxx to perfect and
continue
Xxxxxx's security interest in the Collateral. Upon request of Xxxxxx, Grantor
will deliver to Lender any and all of the documents evidencing or constituting
the Collateral, and Grantor will note Xxxxxx's interest upon any and all
chattel
paper and instruments if not delivered to Lender for possession by Xxxxxx.
When
applicable law provides more than one method of perfection of Xxxxxx's
security
interest. Lender may choose the method(s) to be used. Upon Xxxxxx's request.
Grantor will sign and deliver any writings necessary to perfect Xxxxxx's
security interest. If the Collateral consists of investment property for
which
no certificate has been issued, Grantor agrees, at Xxxxxx's option, either
to
request issuance of an appropriate certificate or to execute appropriate
instructions on Xxxxxx's forms instructing the issuer, transfer agent,
mutual
fund company, or broker, as the case may be, to record on its books or
records,
by book-entry, initial transaction statement, registered by pledge, or
otherwise, Xxxxxx's security interest in the Collateral.
All
Collateral Secures Indebtedness. All
Collateral shall be security for the Indebtedness, whether the Collateral
Is
located at one or moreoffices or branches of Lender. This will be the case
whether or not the office or branch where Grantor obtained Grantor's loan
knows
about the Collateral or relies upon the Collateral as security.
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Loan
No: 25791389
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(Continued)
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Page
3
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Collection
of Collateral.
Lender
at Lender's option may, but need not, collect the Income and Proceeds directly
from the Obligors. Grantor authorizes and directs the Obligors, if Xxxxxx
decides to collect the Income and Proceeds, to pay and deliver to Lender
all
Income and Proceeds from the Collateral and to accept Xxxxxx's receipt
for the
payments.
XXXXXX'S
EXPENDITURES.
Grantor recognizes and agrees that Lender may Incur certain expenses in
connection with Xxxxxx's exercise of rights under this Agreement, It any
action
or proceeding is commenced that would materially affect Lender's interest
in the
Collateral or If Grantor (alls to comply with any provision of this Agreement
or
any Related Documents, including but not limited to Grantor's failure to
discharge or pay when due any amounts Grantor is required to discharge
or pay
under this Agreement or any Related Documents, Lender on Grantor's behalf
may
(but shall not be obligated to) take any action that Lender deems appropriate,
including but not limited to discharging or paying all taxes, Encumbrances
and
other claims, at any time levied or placed on the Collateral and paying
all
costs for insuring, maintaining and preserving the Collateral, including
without
limitation, the purchase of insurance protecting only Lender's Interest
in the
Collateral, Lender may further take such other action or actions and incur
such
additional expenditures as Lender may deem to be necessary and proper to
cure or
rectify any actions or inactions on Grantor's part as may be required under
this
Agreement. Nothing under this Agreement or otherwise shall obligate Lender
to
take any such actions or to incur any such additional expenditures on Grantor's
behalf, or as making Lender in any way responsible or liable for any loss,
damage, or injury to the Collateral, to Grantor, or to any other person
or
persons, resulting from Xxxxxx's election not to take such actions or to
Incur
such additional expenses. In addition, Xxxxxx's election to take any such
actions or to incur such additional expenditures shall not constitute a
waiver
or forbearance by Lender of any Event of Default under this Agreement.
All such
expenditures incurred or paid by Lender for such purposes will then bear
interest at the rate charged under the Note from the date incurred or paid
by
Lender to the date of repayment by Grantor. All such expenses will become
a part
of the Indebtedness and, at Xxxxxx's option, will |A) be payable on demand;
(B)
be added to the balance of the Note and be apportioned among and be payable
with
any installment payments to become due during either [11 the term of any
applicable insurance policy, or (2) the remaining term of the Note; or
(C) be
treated as s balloon payment which will be due and payable at the Note's
maturity. The Agreement also will secure payment of these amounts. Such
right
shall be in addition to all other rights and remedies to which Xxxxxx may
be
entitled upon Default,
LIMITATIONS
ON OBLIGATIONS OF LENDER.
Lender
shall use ordinary reasonable care in the physical preservation and custody
of
the Collateral in Xxxxxx's possession, but shall have no other obligation
to
protect the Collateral or its value. In particular, but without limitation,
Lender shall have no responsibility for (A| any depreciation in value of
the
Collateral or for the collection or protection of any Income and Proceeds
from
the Collateral, (B) preservation of rights against parties to the Collateral
or
against third persons, (C) ascertaining any maturities, calls, conversions,
exchanges, offers, tenders, or similar matters relating to any of the
Collateral, or (D) informing Grantor about any of the above, whether or
not
Lender has or is deemed to have knowledge of such matters. Except as provided
above. Lender shall have no liability or depreciation or deterioration
of the
Collateral.
EVENTS
OF DEFAULT.
The
following actions or inactions or both shall constitute Events of Default
under
this Agreement:
Default
Under Loan Agreement.
If an
Event of Default occurs or exists under the terms of Grantor's Loan Agreement
In
favor of Xxxxxx.
Default
Under the Note.
Should
Grantor default in the payment of principal or interest under the Note
or any of
the Indebtedness.
Default
Under this Agreement.
Should
Grantor violate, or tall to comply fully with any of the terms and conditions
of. or default under this Agreement.
Default
Under other Agreements.
Should
any default occur or exist under any Related Document which directly or
Indirectly secures repayment of any of the Indebtedness.
Other
Defaults in Favor of Lender.
Grantor or any guarantor defaults under any other loan, extension of credit,
security right, instrument, document, or agreement, or obligation in favor
of
Lender,
Insolvency.
Should
the suspension, failure or insolvency, however evidenced, of Grantor or
any
Guarantor occur or exist.
Readjustment
of Indebtedness.
Should
proceedings for readjustment of indebtedness, reorganization, composition
or
extension under any insolvency law be brought by or against Grantor or
any
Guarantor,
Assignment
for Benefit of Creditors.
Should
Grantor or any Guarantor file proceedings for a respite or make a general
assignment for the benefit of creditors.
Receivership.
Should
a receiver of all or any pert of Grantor's property, or the property
of
any
Guarantor, be applied for of appointed.
Dissolution
Proceedings.
Proceedings for the dissolution or appointment of a liquidator of Grantor
or any
guarantor are commenced.
Insufficient
Market Value of Securities.
Stock:
The Collateral to loan percentage falls below 250.00%; and as a result
of the
deterioration of the market value of the Collateral, Grantor does not,
by the
close of business on the next business day after Grantor has received notice
from Lender of the deterioration, either (1) reduce the amount of the
Indebtedness in this loan as required by Lender or (2) pledge or grant
an
additional security interest to increase the value of the Collateral as
required
by Lender.
False
Statements.
Any
warranty, representation or statement made or furnished to Lender by Grantor
or
on Grantor's behalf, the Note, la false or misleading in any material respect,
either now or at the time mode or furnished or becomes false or misleading
at
any lime the re after.
Insecurity.
Lender
!n good faith believes itself Insecure with regard to repayment of the
Indebtedness.
RIGHTS
AND REMEDIES ON DEFAULT.
If an
Event of Default occurs under this Agreement, at any lime thereafter. Lender
may
exercise any one or more of the following rights and remedies:
Accelerate
Indebtedness.
Lender, at its sole option, may accelerate the maturity and declare and
demand
immediate payment in full of any and all Indebtedness secured hereby in
principal, interest, costs, expenses, attorneys' fees and other fees and
charges.
Collect
the Collateral.
Collect any of the Collateral and, at Xxxxxx's option retain possession
thereof
while suing on the Indebtedness.
Sell
the Collateral.
Sell
the Collateral, at Xxxxxx's discretion, as a unit or in parcels, at one
or more
public or private sales, or through any exchange or broker, at such prices
and
on such terms as Lender may deem best, for cash or on credit or future
delivery,
without assumption of any credit risk, without any further demand or notice
upon
Grantor for performance, without appraisal, without the Intervention of
any
court and without any formalities other than those provided herein. For
purposes
of selling the Collateral, Lender has been and is hereby made and constituted
the agent of Grantor, such agency being coupled with an interest. Unless
the
Collateral is perishable or threatens to decline speedily in value or is
of a
type customarily sold on a recognized market, Lender shall give or mail
to
Grantor, and other persons as required by law, notice at least ten (10)
days in
advance of the time and place of any public sale. Or of the time after
which any
private sale may be made. Grantor agrees that any requirement of reasonable
notice as to Grantor is satisfied if Lender mails notice by ordinary mail
addressed to Grantor at the last address Grantor has given Lender in writing.
If
a public sale is held, there shall be sufficient compliance with all
requirements of notice to the public by a single publication in any newspaper
of
general circulation In the parish or county where the Collateral is located,
setting forth the time and place of sale and a brief description of the
property
to be sold. Lender may be a purchaser at any public sale. Grantor agrees
that
any such sale shall be conclusively deemed to be conducted In a commercially
reasonable manner if it Is made consistent with the standard of similar
sales of
collateral by commercial banks in Hammond, Louisiana.
Rights
and Remedies with Respect to Investment Property, Financial Assets and
Related
Collateral.
In
addition to other rights and remedies granted under this Agreement and
under
applicable law, Lender may exercise any or all of the following rights
end
remedies: (1) register with any issuer or broker or other securities
intermediary any of the Collateral consisting of Investment properly or
financial assets (collectively herein, "investment property") in Lender's
sole
name or in the name of Xxxxxx's broker, agent or nominee; (2) cause any
Issuer,
broker or other securities Intermediary to deliver to Lender any of the
Collateral consisting of securities, or investment property capable of
being
delivered; (3) enter into a control agreement or power of attorney with
any
issuer or securities intermediary with respect to any Collateral consisting
of
investment property, on such terms as Lender may deem appropriate, in its
sole
discretion, including without limitation, an agreement granting to Lender
any of
the rights provided hereunder without further notice to or consent by Grantor;
(4) execute any such control agreement on Grantor's behalf and in Grantor's
name, and hereby irrevocably appoints Xxxxxx as agent and attorney-in-fact,
coupled with an interest, for the purpose of executing such control agreement
on
Grantor's behalf; (5) exercise any and all rights of Lender under any such
control agreement or power of attorney; (6) exercise any voting, conversion,
registration, purchase, option, or other rights with respect to any Collateral;
(7) collect, with or without legal action, and issue receipts concerning
any
notes, checks, drafts, remittances or distributions that are paid or payable
with respect to any Collateral consisting of investment property. Any control
agreement entered with respect to any investment property shall contain
the
following provisions, at Xxxxxx's discretion. Lender shall be authorized
to
instruct the issuer, broker or other securities intermediary to take or
to
refrain from taking such
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Grantor
actions with respect to the Investment properly as Lender may instruct,
without
further notice to or consent by Grantor. Such actions may include without
limitation the issuance of entitlement orders, account instructions, general
trading or buy or sell orders, transfer and redemption orders, end Stop
Loss
orders. Lender shall be further entitled to instruct the issuer, broker
or
securities intermediary to sell or to liquidate any investment property,
or to
pay the cash surrender or account termination value with respect to any
and all
investment property, and to deliver such payments and liquidation proceeds
to
Lender. Any such control agreement shall contain such authorizations as
are
necessary to place Lender in "control" of such investment collateral, as
contemplated under the provisions of the Uniform Commercial Code, and shall
fully authorize Lender to issue "entitlement orders" concerning the transfer,
redemption, liquidation or disposition of investment
collateral, in conformance with the provisions of the Uniform Commercial
Code.
Sale
of Stock.
Grantor
recognizes that Lender may not be able to effect a public sale on all or
any
part of the Stock, and Lender may be compelled or deem it best to resort
to one
or more private sales to a restricted group of purchasers, who may be obligated
to agree, among other things, to acquire the Stock for their own account
for
Investment purposes only and not with a view of distribution or resale.
Grantor
acknowledges that any private sale of the Stock may be at prices and on
terms
less favorable than those of public sales, and Grantor unconditionally
agrees
that such private sales shall be deemed to have been made in a commercially
reasonable manner, and that Lender has no obligation to delay the sale
of any
Stock to permit the issuers] to register it for sale under the Securities
Act of
1933, as
amended
(the "Securities Act") or to qualify such Stock under the "Blue Sky" laws
of any
state. Grantor additionally agrees to use Grantor's best efforts to cause
any
issuer, transfer agent, or registrar of the Stock to take all such actions
and
execute all such documents as may be necessary or appropriate, upon request
by
Xxxxxx, (1) to remove any restrictive legends placed on the Stock that
are not
legally required, (2) to effect any sale or sales of the Stock in accordance
with Rule 144 of the Securities Act, and/or (3) to effect any sale or other
disposition of the Stock at any lawful public or private sale or other
disposition.
Registration
of Stock.
If
Lender shall elect to exercise Xxxxxx's right to sell or otherwise dispose
of
all or any of the Stock at public or private sale, and if, in the opinion
of
Xxxxxx's counsel, it is necessary to have the or any portion thereof registered
under the provisions of the Securities Act, Grantor unconditionally agrees
and
covenants to use Grantor's best efforts to cause: (1) the issuers of the
Stock,
its directors and officers, to take all action necessary to register the
Stock
or the portion of the Stock to be disposed of, under the provisions of
the
Securities Act, at Grantor's expense; (2) the registration statement relating
to
the Stock to become effective and to remain so for not less than one (1)
year
from the date of the first public offering of the or that portion of the
Stock
to be disposed of, and to make all amendments thereto and to the related
prospectus, which, in the opinion of Lender and Xxxxxx's counsel, may be
necessary or advisable, all in conformity with requirements of the Securities
Act and the rules and regulations of the Securities and Exchange Commission
applicable thereto; (3) the issuers of the Stock to comply with the provisions
of the "Blue Sky" laws of any jurisdiction that the Lender shall designate;
and
(4) the issuers of the Stock to make available to its security holders,
as soon
as practical (but in no event later than sixteen (16) months after the
effective
date of such registration statement), an earning statement which need not
be
audited) covering a period of at least twelve (12) months beginning with
the
first month after the effective date of any such registration statement,
which
earnings statement will satisfy the provisions of Section 11(a) of the
Securities Act. Grantor acknowledges that a breach of any of the covenants
contained in this section of the Agreement may cause irreparable injury
to
Xxxxxx, and that Lender will have no adequate remedy at law with respect
to any
such breach, and, as a consequence, the Grantor's covenants as set forth
in this
Agreement are enforceable against Grantor. Grantor hereby waives, to the
extent
such waiver is enforceable under law, and Grantor shall not assert, any
defenses
against an action for specific performance of such covenants, except for
a
defense that Grantor is not in default under any of Grantor's Indebtedness
in
favor of Xxxxxx.
Rights
and Remedies with Respect to Investment Property, Financial Assets and
Related
Collateral.
In
addition to other rights and remedies granted under this Agreement and
under
applicable law, Lender may exercise any or all of the following rights
and
remedies; (1) register with any issuer or broker or other securities
intermediary any of the Collateral consisting of investment property or
financial assets (collectively herein, "investment property") in Lender's
sole
name or in the name of Xxxxxx's broker, agent or nominee; (2) cause any
issuer,
broker or other securities intermediary to deliver to Lender any of the
Collateral consisting of securities, or investment property capable of
being
delivered; (3) enter into a control agreement or power of attorney with
any
issuer or securities intermediary with respect to any Collateral consisting
of
investment property, on such terms as Lender may deem appropriate, in its
sole
discretion, including without limitation, an agreement granting to Lender
any of
the rights provided hereunder without further notice to or consent by Grantor;
(4) execute any such control agreement on Grantor's behalf and In Grantor's
name, and hereby irrevocably appoints Xxxxxx as agent and attorney-in-fact,
coupled with an interest, for the purpose of executing such control agreement
on
Grantor's behalf; (5) exercise any and all rights of Lender under any such
control agreement or power of attorney; (6) exercise any voting, conversion,
registration, purchase, option, or other rights with respect to any Collateral;
(7) collect, with or without legal action, and issue receipts concerning
any
notes, checks, drafts, remittances or distributions that are paid or payable
with respect to any Collateral consisting of investment property. Any control
agreement entered with respect to any investment property shall contain
the
following provisions, at Xxxxxx's discretion. Lender shall be authorized
to
instruct the issuer, broker or other securities intermediary to take or
to
refrain from taking such actions with respect to the investment property
as
Lender may instruct, without further notice to or consent by Grantor. Such
actions may include without limitation the issuance of entitlement orders,
account instructions, general trading or buy or sell orders, transfer and
redemption orders, and stop loss orders. Lender shall be further entitled
to
instruct the issuer, broker or securities intermediary to sell or to liquidate
any investment property, or to pay the cash surrender or account termination
value with respect to any and all investment property, and to deliver all
such
payments and liquidation proceeds to Lender. Any such control agreement
shall
contain such authorizations as are necessary to place Lender in "control"
of
such investment collateral, as contemplated under the provisions of the
Uniform
Commercial Code, and shall fully authorize Lender to issue "entitlement
orders"
concerning the transfer, redemption, liquidation or disposition of investment
collateral, in conformance with the provisions of the Uniform Commercial
Code.
Xxxxxx's
Right to Vote Stock.
Immediately and without further notice, upon the occurrence of any Event
of
Default under this Agreement, whether or not the Stock may have previously
been
registered in the name of Lender or in the name of Xxxxxx's nominee, Lender
or
its nominee shall have the right to exercise all voting rights with respect
to
the Stock. Lender or its nominee shall have the further right to exercise
any
and all additional corporate rights and all other conversion, exchange,
or
subscription rights, privileges and/or options with regard thereto, including,
without limitation, the right to exchange any and all shares of Stock upon
the
merger, consolidation, reorganization, recapitalization or other readjustment
of
the issuer(s) thereof, or upon the exercise by any such issuer(s) of any
rights,
privileges or options pertaining thereto. Lender or its nominee shall have
the
additional right to deliver the Stock to any committee, depository, transfer
agent, registrar or other designated agency upon such terms and conditions
as
Lender may determine, all without liability except to account for property
actually received by Xxxxxx, Lender shall have no duty to exercise any
of the
foregoing rights, privileges or options and shall not be responsible for
any
failure to do so or delay in doing so. Lender may by written notice to
Grantor,
relinquish, either partially or completely in accordance with any terms
or
conditions Lender may set forth in such notice, any or all voting rights
Lender
may acquire pursuant to this Agreement.
Foreclosure.
Maintain a judicial suit for foreclosure and sale of the Collateral.
Specific
Performance.
Lender
may, in addition to or in lieu of the foregoing remedies, in Xxxxxx's sole
discretion, commence an appropriate action against Grantor seeking specific
performance of any covenant contained in this Agreement or in aid of the
execution or enforcement of any power in this Agreement granted.
Transfer
Title.
Effect
transfer of title upon sale of all or part of the Collateral. For this
purpose,
Xxxxxxx irrevocably appoints Xxxxxx as Grantor's attorney-in-fact to execute
endorsements, assignments and Instruments in the name of Grantor and each
of
them (if more than one) as shall be necessary or reasonable.
Other
Rights and Remedies.
Have
and exercise any or all of the rights and remedies of a secured creditor
under
the provisions of the Louisiana Commercial Laws (La. R.S. 10: 9-101, et
seq.),
at law, in equity, or otherwise.
Application
of Proceeds and Payments.
Any and
all proceeds, interest, profits, and Income and Proceeds that Lender actually
receives and collects, whether resulting from the public or private sale
of the
Collateral and/or collection or exercise of any of Xxxxxx's rights provided
hereunder, shall be applied first to reimburse Lender for its costs of
collecting the same (including, but not limited to, any attorneys' fees
incurred
by Xxxxxx and Xxxxxx's court costs, whether or not there is a lawsuit,
including
any fees on appeal incurred by Lender in connection with the collection
or sale
of the Collateral, with the balance being applied to principal, interest,
costs,
expenses, attorneys' fees and other fees and charges under the Indebtedness,
in
such order and with such preferences and priorities as Lender shall determine
within its sole discretion.
Election
of Remedies.
Except as
may
be prohibited by applicable law, all of Lender's rights and remedies, whether
evidenced by this Agreement, the Related Documents, or by any other writing,
shall be cumulative and may be exercised singularly or concurrently. Election
by
Xxxxxx to pursue any remedy shall not exclude pursuit of any other remedy,
and
an election to make expenditures or to take action to perform an obligation
of
Grantor under this Agreement, after Xxxxxxx's failure to perform, shall
not
affect Xxxxxx’s right to declare a default and exercise its remedies. Nothing
under this Agreement or otherwise shall be construed so as to limit or
restrict
the rights and remedies available to Lender following an Event of Default,
or in
any way to limit or restrict the rights and ability of Lender to proceed
directly against Grantor and/or against any other co-maker, guarantor,
surety or
endorser and/or to proceed against any other collateral directly or indirectly
securing the Indebtedness.
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PROTECTION
OF XXXXXX'S SECURITY RIGHTS.
Xxxxxxx agrees to appear in and to defend all actions or proceedings purporting
to affect Xxxxxx's security rights and interests granted under this Agreement.
In the event that Xxxxxx elects to defend any such action or proceeding,
Xxxxxxx
agrees to reimburse Lender for Xxxxxx's costs associated therewith, including
without limitation, Xxxxxx's attorneys' fees, which additional costs and
expenses shall be secured by this Agreement.
INDEMNIFICATION
OF LENDER. Xxxxxxx
agrees to indemnify, to defend and to save and hold Xxxxxx harmless from
any and
all claims, suits, obligations, damages, losses, costs, expenses (including
without limitation, Xxxxxx's reasonable attorneys' fees, demands, liabilities,
penalties, fines and forfeitures of any nature whatsoever which may be
asserted
against or incurred by Xxxxxx, arising out of or in any
manner occasioned by this Agreement or the rights and remedies granted
to Lender
hereunder. The foregoing indemnity provision shall survive the cancellation
of
this Agreement as to all matters arising or accruing prior to such cancellation,
and the foregoing indemnity provision shall further survive in the event
that
Lender elects to exercise any of the remedies as provided under this Agreement
following any Event of Default hereunder.
ADDITIONAL
OBLIGATIONS OF GRANTOR.
Grantor shall have the following additional obligations under this Agreement:
Additional
Collateral.
In the
event that any of the Collateral should at any time decline in value or
become
unsatisfactory to Lender for any reason, Grantor agrees to immediately
provide
Lender with such additional collateral security as may then be acceptable
to
Lender.
No
Sale or Encumbrance.
As long
as this Agreement remains in effect, Grantor unconditionally agrees not
to sell,
option, assign, pledge, or create or permit to exist any lien or security
interest in or against any of the Collateral in favor of any person other
than
Lender.
No
Settlement or Compromise of Rights.
Grantor
will not, without the prior written consent of Xxxxxx, compromise, settle,
adjust or extend
payment under any of Grantor's Collateral.
No
Consent to Issuance of Additional Stock.
Grantor
will not, without the prior written approval of Lender, consent to, or
approve
of, the issuance of any additional shares of any class of capital stock
of the
issuer(s) of the Stock, or any securities convertible voluntarily by the
holder
thereof, or automatically upon the occurrence or non-occurrence of any
event or
condition 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.
Additional
Pledge Agreement; Effect.
Grantor
acknowledges and agrees that Grantor may, from time to time, one or more
times,
enter into additional pledge and security agreements with Lender under
which
Grantor may undertake to pledge or grant to Lender a security Interest
in the
same Collateral, Grantor further acknowledges and agrees that the execution
of
such additional agreements, including any such agreements now in effect,
will
not have the effect of canceling, notating or otherwise xxxxxxxxx this
Agreement; it being Grantor's full Intent and agreement that all such pledge
agreements (including this Agreement) shall be cumulative in nature and
shall
remain in full force and effect until expressly cancelled by Lender under
a
written cancellation instrument delivered to Grantor.
Additional
Documents.
Xxxxxxx agrees, at any time, from time to time, one or more times, upon
written
request by Xxxxxx, to execute and deliver
such further documents and do such further acts and things as
Lender may reasonably request, within Xxxxxx's sole discretion, to effect
the
purposes of this Agreement.
Notification
of Lender.
Grantor
will promptly deliver to Lender all written notices, and will promptly
give
Xxxxxx written notice of any other notices received by Grantor with respect
to
the Collateral.
EFFECT
OF WAIVERS.
Grantor has waived, and/or does by these presents waive, presentment for
payment, protest, notice of protest and notice of nonpayment under all
of the
indebtedness secured by this Agreement. Grantor has further waived, and/or
does
by these presents waive, all pleas of division and discussion, and all
similar
rights with regard to the Indebtedness, and agrees that Grantor shall remain
liable, together with any and all Guarantors of the Indebtedness, on a
"solidary" or "joint and several" basis. Grantor further agrees that discharge
or release of any party who is, may, or will be liable to Lender under
any of
the Indebtedness, or the release of the Collateral or any other collateral
directly or indirectly securing repayment of the same, shall not have the
effect
of releasing or otherwise diminishing or reducing the actual or potential
liability of Grantor and/or any other party or parties guaranteeing payment
of
the Indebtedness, who shall remain liable to Lender, and/or remain liable
to
Lender, and/or of releasing any Collateral or other collateral that Is
not
expressly released by Lender.
Grantor
additionally agrees that Xxxxxx's acceptance of payments other than in
accordance with the terms of any agreement, or agreements governing repayment
of
the Indebtedness, or Xxxxxx's subsequent agreement to extend or modify
such
repayment terms, shall likewise not have the effect of releasing Grantor,
and/or
any other party or parties guaranteeing payment of the Indebtedness, from
their
respective obligations to Lender, and/or of releasing any of the Collateral
or
other collateral directly or indirectly securing repayment of the Indebtedness.
In addition, no course of dealing between Grantor end Lender, nor any failure
or
delay on the part of Lender to exercise any of the rights and remedies
granted
to Lender under this Agreement, or under any other agreement or agreements
by
and between Grantor and Lender, shall have the effect of waiving any of
Lender's
rights and remedies. Any partial exercise of any rights and remedies granted
10
Lender shall furthermore not constitute a waiver of any of Xxxxxx's other
fights
and remedies, it being Grantor's intent and agreement that Xxxxxx's rights
and
remedies shall be cumulative in nature. Grantor further agrees that, upon
the
occurrence of any Event of Default under this Agreement, any waiver or
forbearance on the pert of Lender to pursue the rights and remedies available
to
Lender, shall be binding upon Lender only to the extent that Xxxxxx specifically
agrees to any such waiver or forbearance In writing. A waiver or forbearance
as
to one Event of Default shall not constitute a waiver or forbearance as
to any
other Event of Default. None of the warranties, conditions, provisions
and terms
contained in this Agreement or any other agreement, document, or instrument
now
or hereafter executed by Grantor and delivered to Lender, shall be deemed
to
have been waived by any act or knowledge of Lender, Xxxxxx's agents, officers
or
employees; but only by an instrument in writing specifying such waiver,
signed
by a duly authorized officer of Lender and delivered to Grantor.
MODIFICATIONS
TO THE COMMERCIAL PLEDGE AGREEMENT.
1.
In
the section entitled "GRANTOR'S
OBLIGATIONS TO DELIVER STOCK CERTIFICATES, DIVIDENDS, DISTRIBUTIONS,
ETC."
the
second paragraph will read as follows: "Notwithstanding the foregoing,
Grantor
shall be entitled to received for Xxxxxxx's own use, all interest and cash
dividends on the Stock, paid or to be paid out of earned surplus, unless
there
has occurred an Event of Default. Upon an event of default all interest
and cash
dividends on the Stock shall be paid and delivered to Lender as additional
cash
security under this Agreement or Lender may, at Xxxxxx's sole and exclusive
option, elect to apply such interest and cash dividends towards the satisfaction
of the Indebtedness In the manner provided below.
2.
Under
the section "LENDER'S
RIGHT TO REGISTER STOCK IN XXXXXX'S NAME"
the
paragraph shall read as follows: "Grantor unconditionally agrees that Lender
may, at Xxxxxx's sole end exclusive option, and at any time, upon the occurrence
of an Event of Default under this Agreement, require that the Stock and
any and
all certificates issued thereunder, be registered in Lender's name or In
the
name of Xxxxxx's designated nominee. Xxxxxxx additionally agrees that upon
Xxxxxx's request, Grantor will cause the Stock issuer(s), transfer agent(s),
or
registrar(s) to effect such registration.
3.
In
the section entitled "LENDER'S
RIGHTS AND OBLIGATIONS WITH RESPECT TO THE COLLATERAL"
under
the subtopic "Income and Proceeds from the Collateral" the paragraph shall
read
as follows: "Lender shall have the right, upon the occurrence of an Event
of
Default under this Agreement, to directly collect and receive any and all
Income
and Proceeds as such become due and payable. In order to permit the foregoing,
Grantor unconditionally agrees to deliver to Xxxxxx, immediately following
demand, any and all such Income and Proceeds that may be received by or
that may
be payable to Grantor. Grantor further unconditionally agrees that Xxxxxx
shall
have the right to notify the issuer(s) of the Collateral and all other
Obligors
to pay and deliver such Income and Proceeds directly to Lender or Lender's
nominee at an address to be designated by Xxxxxx, and to do any and all
other
things as Lender may deem necessary and proper, within Xxxxxx's sole discretion,
to carry out the terms and intent of this Agreement. Lender shall have
the
further right, where appropriate, and within Xxxxxx's sole discretion,
to file
suit, either in Xxxxxx's own name or in the name of Grantor, to collect
and
enforce performance, payment and delivery of any and all such Income and
Proceeds.
4.
In
the section entitled "EVENT
OF DEFAULT"
under
the subtopic "Insufficient
Market Value of Securities",
the
following sentence shall be added to this paragraph: "Market value as referred
to in this paragraph shall be defined as book value as determined by Lender
in
accordance with GAAP.
5.
In
the section entitled "ADDITIONAL
OBLIGATIONS OF GRANTOR"
the
subtopic "Additional Collateral" will be
omitted from the Commercial Pledge Agreement.
6.
In
the section entitled
"MISCELLANEOUS PROVISIONS"
under
the subtopic
"Attorneys'
Fees: Expenses"
the
paragraph shall read as follows; "Grantor agrees to pay upon demand all
of
Xxxxxx's costs and expenses, including Xxxxxx's reasonable attorneys' fees
in an
amount not exceeding 12.000% of the principal balance due on the Indebtedness
and Xxxxxx's legal expenses, incurred in connection with the enforcement
of this
Agreement. Lender may hire or pay someone else to help enforce this Agreement,
and Grantor shall pay the costs and expenses of such enforcement. Costs
and
expenses include Xxxxxx's reasonable attorneys' fees in an amount not exceeding
12.000% of the principal balance due on the Indebtedness and legal expenses
whether or not there is a lawsuit, including reasonable attorneys' fees
in an
amount not exceeding 12.000% of the principal balance due on the indebtedness
and legal expenses for bankruptcy proceedings (including efforts to modify
or
vacate any automatic stay or injunction), appeals, and any anticipated
post-judgment collection services. Grantor also shall pay all court costs
and
such additional fees as may be directed by the court.
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MISCELLANEOUS
PROVISIONS.
The
following miscellaneous provisions are a part of this Agreement;
Amendments.
No
amendment, modification, consent or waiver of any provision of this Agreement,
and no consent to any departure by Grantor therefrom, shall be effective
unless
the same shall be in writing signed by a duly authorized officer of Lender,
and
then shall be
effective
only as to the specific instance and for the specific purpose for which
given.
Caption
Headings.
Caption headings in this Agreement are for convenience purposes only
and are
not
to be used to interpret or define the provisions of this Agreement.
Governing
Law. This Agreement will be governed by federal law applicable to Lender
and, to
the extent not preempted by federal law, the laws of the State of Louisiana
without regard to its conflicts of law provisions. This Agreement has been
accepted by Xxxxxx in the State of Louisiana.
Assignment
of Indebtedness; Transfer of Collateral.
Grantor
hereby recognizes and agrees that Xxxxxx may assign all or any portion
of the
Indebtedness to one or more third party creditors. Such transfers may include,
but are not limited to, sales of participation interests in the indebtedness.
Grantor specifically agrees and consents to all such transfers and assignments
and further waives any subsequent notice of such transfers or assignments
as may
be provided under applicable Louisiana law. Xxxxxxx additionally agrees
that any
and all of Xxxxxxx's other and future extensions of credit, liabilities
and
obligations in favor of such a third party assignee will be secured by
the
Collateral. Xxxxxxx further agrees that Xxxxxx may transfer all or any
portion
of the Collateral to such a third party assignee, in which case Lender
will be
fully released from any and all of Lender's obligations and responsibilities
to
Grantor with regard to the transferred Collateral. Any third party creditor
to
whom the Collateral is transferred will acquire all of Xxxxxx's rights
and
powers with respect to the transferred Collateral, with Xxxxxx retaining
all
powers and rights with regard to any of the Collateral which is not transferred
to another party.
Notices.
To give
Grantor any notice required under this Agreement, Lender may hand deliver
or
mail the notice to Grantor at Xxxxxxx's last address in Xxxxxx's records.
If
there is more than one Grantor under this Agreement, notice to a single
Grantor
shall be considered as notice to all Grantors. To give Lender any notice
under
this Agreement, Grantor (or any Grantor) shall mail the notice to Lender
by
registered or certified mail at the address specified in this Agreement,
or at
any other address that Lender may have given to Grantor (or any Grantor)
by
written notice as provided in this section. All notices required or permitted
under this Agreement must be in writing and will be considered as given
on the
day it is delivered by hand or deposited in the U.S. Mall as provided herein.
Severability.
If any
provision of this Agreement is held to be illegal, invalid or unenforceable
under present or future laws effective during the term hereof, such provision
shall be fully severable. This Agreement shall be construed and enforceable
as
if the illegal, invalid or unenforceable provision had never comprised
a part of
it, and the remaining provisions of this Agreement shall remain in full
force
and effect and shall not be affected by the illegal, invalid or unenforceable
provision or by its severance herefrom. Furthermore, in lieu of such illegal,
invalid or unenforceable provision, there shall be added automatically
as a part
of this Agreement, a provision as
similar
in terms to such illegal, invalid or unenforceable provision as may be
possible
and legal, valid and enforceable.
Successors
and Assigns Bound; Solidary Liability.
Subject to any limitations set forth herein on transfer of the Collateral,
this
Agreement shall be binding upon and inure to the benefit of the parties,
and
their successors and assigns. In the event that there is more than one
Grantor
under this Agreement, all of the agreements and obligations made and/or
incurred
by any Grantor under this Agreement shall be on a "solidary" or "joint
and
several" basis.
Survival
of Representations and Warranties.
All
representations, warranties, and agreements made by Grantor in this Agreement
shall survive the execution and delivery of this Agreement, shall be continuing
in nature, and shall survive the termination of this Agreement.
DEFINITIONS.
The
following capitalized words and terms shall have the following meanings
when
used in this Agreement. Unless specifically stated to the contrary, all
references to dollar amounts shall mean amounts in lawful money of the
United
Slates of America. Words and terms used in the singular shall include the
plural, and the plural shall include the singular, as the context may require.
Words and terms not otherwise defined in this Agreement shall have the
meanings
attributed to such terms in the Louisiana Commercial Laws (Ls. R.S. 10:
9-101,
et seq.):
Agreement.
The
word "Agreement" means this Commercial Pledge Agreement, as this Commercial
Pledge Agreement may be amended or modified from time to time, together
with all
exhibits and schedules attached or to be attached to this Commercial Pledge
Agreement from time to time.
Borrower.
The
word "Borrower" means PREMIER FINANCIAL BANCORP, INC. and includes all
co-signers and co-makers signing the Note.
Collateral.
The
word "Collateral" means all of Grantor's right, title and interest in and
to all
the Collateral as described in the Collateral Description section of this
Agreement.
Default.
The
word "Default" means the Default set forth in this Agreement in the section
titled "Default".
Encumbrance.
The
word "Encumbrance" means individually, collectively and interchangeably
any and
all presently existing and/or future mortgages, liens, privileges and other
contractual and/or statutory security interests and rights, of every nature
and
kind, whether in admiralty, at law, or in equity, that now and/or in the
future
may affect the Collateral or any part or parts thereof.
Event
of Default.
The
words "Event of Default' mean any of the events of default set forth In
this
Agreement In the default section of this Agreement.
Grantor.
The
word "Grantor" means PREMIER FINANCIAL BANCORP, INC.
Income
and Proceeds.
The
words "Income and Proceeds" mean (1) any and all of Grantor's present and
future
options, warrants and rights accruing from, or arising out of, or in any
way
connected with the Collateral, including without limitation, Grantor's
rights to
exercise or enforce such options, warrants or rights; (2) any and all of
Grantor's present and future rights, title and interest in and to any and
all
dividends and other distributions, of every type and description, to be
paid or
payable under, or on account of, or attributable to the Collateral, including
without limitation, Grantor's rights to receive and to collect such dividends
and other distributions and Grantor's rights to enforce performance, collection
and payment thereof; (3) any and all of Grantor's present and future rights,
title and Interest In and to all Interest, income, profits and other benefits
and distributions, of every type and description, derived or to be derived
from
the Collateral, including without limitation, Grantor's rights to receive
such
interest, Income, profits, benefits and other distributions and Grantor's
rights
to enforce performance, collection and payment thereof; (4) all general
intangibles in any way related to the Collateral; and 15) any and all of
Grantor's present and future rights, title and interest in and to any and
all
proceeds, of every type and description, derived or to be derived from
the sale,
transfer, assignment or other distribution of the Collateral, including
the
right to receive such proceeds and Grantor's rights to enforce performance,
collection and payment thereof.
Indebtedness.
The
word "Indebtedness" means the indebtedness evidenced by the Note or Related
Documents, in principal, interest, costs, expenses and attorneys' fees
and all
other fees and charges together with all other indebtedness and costs and
expenses for which Grantor Is responsible under this Agreement or under
any of
the Related Documents. Specifically, without limitation, indebtedness includes
all amounts that may be indirectly secured by the Cross-Collateralization
provision of this Agreement.
Lender.
The
word "Lender" means FIRST GUARANTY BANK, its successors and assigns, and
any
subsequent holder or holders of the Note or any Interest therein.
Note.
The
word "Note" means the Note executed by PREMIER FINANCIAL BANCORP, INC.
in the
principal
amount of $7,000,000.00 dated January
31, 2006,
together with all renewals, extensions, modifications, refinancings,
consolidations and substitutions of and for the note or credit agreement.
Obligor.
The
word "Obligor" means
without limitation any and all
persona obligated to pay money or
to
perform some other act under the Collateral.
Property.
The
word "Property' means
all of Grantor's right, title and interest in and to all the Property as
described in the "Collateral Description" section of this
Agreement.
|
COMMERCIAL
PLEDGE AGREEMENT
|
||
|
Loan
No: 25791389
|
(Continued)
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Page
7
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Related
Documents.
The
words "Related Documents" mean all promissory notes, credit agreements,
loan
agreements, environmental agreements, guaranties, security agreements,
mortgages, deeds of trust, security deeds, collateral mortgages, and all
other
instruments, agreements and documents, whether now or hereafter existing,
executed in connection with the Indebtedness.
Rights.
The
word "Rights' means any and all of Grantor's additional rights granted
and
pledged to Lender as provided under this Agreement.
Stock.
The
word "Stock" means individually, collectively and interchangeably Grantor's
stock, and other securities to pledge under this Agreement, together with
any
and all additions thereto, substitutions therefore or replacements thereof.
GRANTOR
HAS READ AND UNDERSTOOD ALL THE PROVISIONS OF THIS COMMERCIAL PLEDGE AGREEMENT
AND AGREES TO ITS TERMS. THIS AGREEMENT IS DATED JANUARY 31,
2006.
GRANTOR:
PREMIER
FINANCIAL BANCORP. INC.
By:
/s/
Xxxxxx X. Xxxxxx
XXXXXX X. XXXXXX, President & CEO of PREMIER
FINANCIAL
BANCORP, INC.
LENDER:
FIRST
GUARANTY BANK
By:
/s/
Xxxxxxx X. Xxxxxx
Xxxxxxx X. Xxxxxx, Senior Vice President
