BancFirst COMMERCIAL PLEDGE AGREEMENT
BancFirst
| Principal $222,000.00 |
Loan Date 02-02-2001 |
Maturity 09-02-2005 |
Loan No. 0000000000 |
Call / Coll 20120 / 33 |
Account | Officer BKR |
Initials |
|
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. | |||||||
| Borrower: | Xxxx X. Xxxxxx (SSN: ###-##-####) Xxxxxx X. Xxxxxx (SSN: ###-##-####) 16 South Pennsylvania Oklahoma City, OK 73107 |
Lender: | BancFirst OKC - MAIN AND BROADWAY 000 XXXXX XXXXXXXX XX XXX 00000 XXXXXXXX XXXX, XX 00000-0788 (000) 000-0000 | |
| Grantor: | SBL Corporation 00 Xxxxx Xxxxxxxxxxxx Xxx. Oklahoma City, OK 73107 |
THIS COMMERCIAL PLEDGE AGREEMENT dated February 2, 2001, is made and executed among SBL Corporation ("Grantor"); Xxxx X. Xxxxxx and Xxxxxx X. Xxxxxx ("Borrower"); and BancFirst ("Lender").
GRANT OF SECURITY INTEREST. For valuable consideration, Grantor grants to Lender a security interest in the Collateral to secure the indebtedness and agrees that Lender 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 all of Grantor's property (however owned if more than one), in the possession of Lender (or in the possession of a third party subject to the control of Lender), whether existing now or later and whether tangible or intangible in character, including without limitation each and all of the following:
188,500 Shares of LSB Industries, Inc. Stock, Cusip No. 502160 10 4, Certificate Number OKC 11688 in the
name of SBL Corporation
74,500 Shares of LSB Industries, Inc. Stock, Cusip No. 502160 10 4, Certificate Number OKC 11717, in the
name of SBL Corporation
In addition, the word "Collateral" includes all of Grantor's property (however owned), in the possession of Lender (or in the possession of a third party subject to the control of Lender), whether now or hereafter existing and whether tangible or intangible in character, including without limitation each of the following:
(A) All property to which Xxxxxx acquires title or documents of title.
(B) All property assigned to Lender.
(C) All promissory notes, bills of exchange, stock certificates, bonds, savings passbooks, time certificates
of
deposit, insurance policies, and all other instruments and evidence of an obligation.
(D) All records relating to any of the property described in this Collateral section, whether in the form of
a
writing, microfilm, microfiche, or electronic media.
CROSS-COLLATERALIZATION. In addition to the Note, this Agreement secures all obligations, debts and liabilities, plus interest thereon, of Borrower to Lender, or any one or more of them, as well as all claims by Xxxxxx against Borrower or any one or more of them, owed to Lender, whether of a like nature to the Note Indebtedness or not, whether arising from a loan or a purchased obligation, whether incurred for a consumer or a business purpose, 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, absolute or contingent, liquidated or unliquidated and whether Borrower 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.
XXXXXXXX'S WAIVERS AND RESPONSIBILITIES. Except as otherwise required under this Agreement or by applicable law, (A) Borrower agrees that Lender need not tell Borrower about any action or inaction Lender takes in connection with this Agreement; (B) Borrower assumes the responsibility for being and keeping informed about the Collateral; and (C) Borrower waives any defenses that may arise because of any action or inaction of Lender, including without limitation any failure of Lender to realize upon the Collateral or any delay by Lender in realizing upon the Collateral; and Xxxxxxxx agrees to remain liable under the Note no matter what action Lender takes or fails to take under this Agreement.
XXXXXXX'S REPRESENTATIONS AND WARRANTIES. Grantor warrants that: (A) this agreement is executed at Borrower's request and not at the request of Xxxxxx; (B) Grantor has the full right, power and authority to enter into this Agreement and to pledge the Collateral to Lender; (C) Grantor has established adequate means of obtaining from Borrower on a continuing basis information about Borrower's financial condition; and (D) Xxxxxx has made no representation to Grantor about Borrower or Xxxxxxxx's creditworthiness.
GRANTOR'S WAIVERS. Grantor waives all requirements of presentment, protest, demand, and notice of dishonor or non-payment to Borrower or Grantor, or any other party to the Indebtedness or the Collateral. Lender may do any of the following with respect to any obligation of any Borrower without first obtaining the consent of Grantor: (A) grant any extension of time for any payment, (B) grant any renewal, (C) permit any modification of payment terms or other terms, or (D) exchange or release any Collateral or other security. No such act or failure to act shall affect Xxxxxx's rights against Grantor or the Collateral.
RIGHT OF SETOFF. To the extent permitted by applicable law, Lender reserves a right of setoff in all Grantor's accounts with Lender (whether checking, savings, or some other account). This includes all accounts Grantor holds jointly with someone else and all accounts Grantor may open in the future. However, this does not include any IRA or Xxxxx accounts, or any trust accounts for which setoff would be prohibited by law. Grantor authorizes Xxxxxx, to the extent permitted by applicable law, to charge or setoff all sums owing on the Indebtedness against any and all such accounts.
REPRESENTATIONS AND WARRANTIES WITH RESPECT TO THE COLLATERAL. Grantor represents and warrants to Lender that:
Ownership. Grantor is the 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 full right, power and authority to enter into this Agreement and to pledge
the Collateral.
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.
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.
XXXXXX'S RIGHTS AND OBLIGATIONS WITH RESPECT TO THE COLLATERAL. Lender may hold the Collateral until all Indebtedness has been paid and satisfied. Thereafter Lender may deliver the Collateral to Grantor or to any other owner of the Colalteral. 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, Xxxxxx may choose
the method(s) to be used.
If the Collateral consists of stock, bonds or other investment property for which no
COMMERCIAL PLEDGE AGREEMENT
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certificate has been issued, Xxxxxxx 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.
Income and Proceeds from the Collateral. Lender may receive all income and Proceeds and add it to the
Collateral. Xxxxxxx agrees to deliver to Xxxxxx immediately upon receipt, in the exact form received and
without
commingling with other property, all Income and Proceeds from the Collateral which may be received
by, paid,
or delivered to Grantor or for Grantor's account, whether as an addition to, in discharge of, in
substitution of,
or in exchange for any of the Collateral.
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 of such portion thereof as Lender shall choose, whether or not matured.
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.
All Collateral Secures Indebtedness. All Collateral shall be security for the Indebtedness, whether the
Collateral is located at one or more offices 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. In the event Grantor comes into the possession of any Collateral, Grantor will deliver it
immediately
to Lender.
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.
Power of Attorney. Grantor irrevocably appoints Lender as Grantor's attorney-in-fact, with full power of
substitution, (a) to demand, collect, receive, receipt for, sue and recover all Income and Proceeds, and other
sums of money and other property which may
now or hereafter become due, owing or payable from the
Obligors in accordance with the terms of the Collateral; (b) to execute, sign and endorse any and all
instruments,
receipts, checks, drafts, and warrants issued in payment for the Collateral; (c) to settle or
compromise any and
all claims arising under the Collateral, and in the place and stead of Grantor, execute and
deliver Grantor's
release and acquittance for Grantor; 9d) to file any claim or claims or to take any action or
institute or take part
in any proceedings, either in Xxxxxx's own name or in the name of Grantor, or otherwise,
which in the discretion
of Lender may seem to be necessary or advisable; and (e) to execute in Grantor's name
and to deliver to the
Obligors on Grantor's behalf, at the time and in the manner specified by the Collateral,
any necessary
instruments or documents.
Perfection of Security Interest. Upon Xxxxxx's request, Grantor will deliver to Lender any and all of the
documents evidencing or constituting the Collateral. When applicable law provides more than one method of
perfection of Xxxxxx's security interest, Xxxxxx 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 any of the
Collateral
consists of securities 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 or otherwise, Xxxxxx's security interest in the Collateral. Grantor hereby
appoints Xxxxxx as Xxxxxxx's irrevocable attorney-in-fact for the purpose of executing any documents necessary
to perfect or to continue the security interest granted in this Agreement.
XXXXXX'S EXPENDITURES. If any action or proceeding is commenced that would materially affect Xxxxxx's interest in the Collateral or if Grantor fails 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, liens, security interests, encumbrances and other claims, at any time levied or placed on the Collateral and paying all costs for insuring, maintaining and preserving the Collateral. All such encumbrances incurred or paid by Lender for such purposes will then bear interest at the rate charged under the Note or at the highest rate authorized by law, 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 (1) the term of any applicable Insurance policy; or (2) the remaining term of the Note; or (C) be treated as a 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. If Lender is required by law to give Grantor notice before or after Xxxxxx makes an expenditure, Xxxxxxx agrees that notice sent by regular mail at least five (5) days before the expenditure is made or notice delivered two (2) days before the expenditure is made is sufficient, and that notice within sixty (60) days after the expenditure is made is reasonable.
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 for depreciation or deterioration of the Collateral.
DEFAULT. Each of the following shall constitute an Event of Default under this Agreement:
Payment Default. Borrower fails to make any payment when due under the Indebtedness.
Other Defaults. Borrower or Grantor fails to comply with or to perform any other term, obligation,
Default in Favor of Third Parties. Should Borrower or any Grantor default under any loan, extension of
credit,
security agreement, purchase or sales agreement, or any other agreement, in favor of any other creditor
or person
that may materially affect any of Borrower's property or Xxxxxxxx's or any Grantor's ability to repay
the
Indebtedness or perform their respective obligations under this Agreement or any of the Related
Documents.
False Statements. Any warranty, representation or statement made or furnished to Lender by Borrower or
Grantor
or on Borrower's or Grantor's behalf under this Agreement, the Note, or the Related Documents is false
or
misleading in any material respect, either now or at the time made or furnished or becomes false or
misleading at
any time thereafter.
Defective Collateralization. This Agreement or any of the Related Documents ceases to be in full force and
effect
(including failure of any collateral document to create a valid and perfected security interest or lien) at
any time
and for any reason.
Death or Insolvency. The death of Borrower or Grantor or the dissolution or termination of Xxxxxxxx's or
Grantor's existence as a going business, the insolvency of Borrower or Grantor, the appointment of a receiver
for
any part of Xxxxxxxx's or Grantor's property, any assignment for the benefit of creditors, any type of
creditor
workout, or the commencement of any proceeding under any bankruptcy or insolvency laws by or
against
Borrower or Grantor.
Creditor or Forfeiture Proceedings. Commencement of foreclosure or forfeiture proceedings, whether by
judicial proceeding, self-help, repossession or any other method, by any creditor of Borrower or Grantor
or
by any governmental agency against any collateral securing the Indebtedness. This includes a
garnishment
of any of Borrower's or Grantor's accounts, including deposit accounts, with Lender.
However, this Event of
Default shall not apply if there is a good faith dispute by Borrower or Grantor
as to the validity or
reasonableness of the claim which is the basis of the creditor or forfeiture
proceeding and if Borrower or
Grantor gives Xxxxxx written notice of the creditor or forfeiture
proceeding and deposits with Lender monies
or a surety bond for the creditor or forfeiture
proceeding, in an amount determined by Lender, in its sole
discretion, as being an adequate reserve
or bond for the dispute.
Insufficient Market Value of Securities. The Collateral to loan percentage falls below 200.00%; 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.
Events Affecting Guarantor. Any of the preceding events occurs with respect to guarantor, endorser, surety,
or
accommodation party of any of the Indebtedness or guarantor, endorser, surety, or accommodation party
dies
or becomes incompetent or revokes or disputes the validity of, or liability under, any Guaranty of the
Indebtedness.
Adverse Change. A material adverse change occurs in Borrower's or Grantor's financial condition, or Lender
COMMERCIAL PLEDGE AGREEMENT
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_______________________________________________________________________________________________
believes the prospect of payment or performance of the Indebtedness is impaired.
Adverse Change. A material adverse change occurs in Borrower's or Grantor's financial condition, or Xxxxxx
believes the prospect of payment or performance of the Indebtedness is impaired.
Insecurity. Lender in good faith believes itself insecure.
Cure Provisions. If any default, other than a default in payment or failure to satisfy Lender's requirement in
the
Insufficient Market Value of Securities section is curable and if Grantor has not been given a notice of a
breach
of the same provision of this Agreement within the preceding twelve (12) months, it may be cured (and
no event
of default will have occurred) if Grantor, after receiving written notice from Lender demanding cure
of such
default: (1) cures the default within fifteen (15) days; or (2) if the cure requires more than fifteen (15)
days,
immediately initiates steps which Xxxxxx deems in Xxxxxx's sole discretion to be sufficient to cure the
default
and thereafter continues and completes all reasonable and necessary steps sufficient to produce
compliance as
soon as reasonably practical.
RIGHTS AND REMEDIES ON DEFAULT. If an Event of Default occurs under this Agreement, at any time thereafter, Lender may exercise any one or more of the following rights and remedies:
Accelerate Indebtedness. Declare all Indebtedness, including any prepayment penalty which Borrower would
be
required to pay, immediately due and payable, without notice of any kind to Borrower or Grantor.
Collect the Collateral. Collect any of the Collateral and, at Xxxxxx's option and to the extent permitted by
applicable law, retain possession of the Collateral 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. 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, or any of them, notice at least
ten (10) days in advance of the time and place of any public sale, or of the date after which any private sale
may be made. Grantor agrees that any requirement of reasonable notice is satisfied if Lender mails notice by
ordinary mail addressed to Grantor, or any of them, 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 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.
Sell Securities. Sell any securities included in the Collateral in a manner consistent with applicable federal
and state securities laws. If, because of restrictions under such laws, Xxxxxx is unable, or believes Xxxxxx is
unable, to sell the securities in an open market transaction, Grantor agrees that Lender will have no obligation
to delay sale until the securities can be registered. Then Lender may make a private sale to one or more
persons
or to a restricted group of persons, even though such sale may result in a price that is less favorable
than
might be obtained in an open market transaction. Such a sale will be considered commercially reasonable.
If
any securities held as Collateral are "restricted securities" as defined in the Rules of the Securities and
Exchange
Commission (such as Regulation D or Rule 144) or the rules of state securities departments under
state "Blue Sky"
laws, or if Grantor or any other owner of the Collateral is an affiliate of the issuer of the
securities, Xxxxxxx agrees
that neither Grantor, nor any member of Grantor's family, nor any other person
signing this Agreement will sell
or dispose of any securities of such issuer without obtaining Xxxxxx's prior
written consent.
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 Xxxxxx'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.
Foreclosure. Maintain a judicial suit for foreclosure and sale of the Collateral.
Transfer Title. Effect transfer of title upon sale of all or part of the Collateral. For this purpose, Xxxxxxx
irrevocably appoints Xxxxxx as Xxxxxxx'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 Uniform Commercial Code, at law, in equity, or otherwise.
Application of Proceeds. Apply any cash which is part of the Collateral, or which is received from the
collection or sale of the Collateral, to reimbursement of any expenses, including any costs for registration
of
securities, commissions incurred in connection with a sale, attorneys' fees and court costs, whether or
not there
is a lawsuit and including any fees on appeal, incurred by Lender in connection with the collection
and sale
of such Collateral and to the payment of the Indebtedness of Borrower to Lender, with any excess
funds to be
paid to Grantor as the interests of Grantor may appear. Xxxxxxxx agrees, to the extent permitted
by law, to pay
any deficiency after application of the proceeds of the Collateral to the Indebtedness.
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.
MISCELLANEOUS PROVISIONS. The following miscellaneous provisions are a part of this Agreement.
Amendments. This Agreement, together with any Related Documents, constitutes the entire understanding
and agreement of the parties as to the matters set forth in this Agreement. All prior and contemporaneous
representations and discussions concerning such matters either are included in this document or do not
constitute an aspect of the agreement of the parties. Except as may be specifically set forth in this
Agreement,
no conditions precedent or subsequent, of any kind whatsoever, exist with respect to Grantor's
obligations
under this Agreement. No alteration of or amendment to this Agreement shall be effective unless
given in
writing and signed by the party or parties sought to be charged or bound by the Alteration or
amendment.
Attorneys' Fees; Expenses. Xxxxxxx agrees to pay upon demand all of Xxxxxx's costs and expenses, including
Xxxxxx's attorneys' fees 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 Xxxxxxx' attorneys' fees and legal
expenses whether or not there is a lawsuit, including attorneys' fees 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.
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, construed and enforced in accordance with
federal
law and the laws of the State of Oklahoma. This Agreement has been accepted by Xxxxxx in the
State of
Oklahoma.
Joint and Several Liability. All obligations of Borrower and Grantor under this Agreement shall be joint and
COMMERCIAL PLEDGE AGREEMENT
(Continued)
Page 4
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several, and all references to Grantor shall mean each and every Grantor, and all references to Borrower shall
mean each and every Borrower. This means that each Borrower and Grantor signing below is responsible for
all obligations in this Agreement. Where any one or more of the parties is a corporation, partnership, limited
liability company or similar entity, it is not necessary for Lender to inquire into the powers of any of the
officers, directors, partners, members, or other agents acting or purporting to act on the entity's behalf, and
any
obligations made or created in reliance upon the professed exercise of such powers shall be guaranteed
under
this Agreement.
No Waiver by Xxxxxx. Lender shall not be deemed to have waived any rights under this Agreement unless
such waiver is given in writing and signed by Xxxxxx. No delay or omission on the part of Lender in exercising
any right shall operate as a waiver of such right or any other right. A waiver by Xxxxxx of a provision of this
Agreement shall not prejudice or constitute a waiver of Lender's right otherwise to demand strict compliance
with that provision or any other provision of this Agreement. No prior waiver by Xxxxxx, nor any course of
dealing between Xxxxxx and Grantor, shall constitute a waiver of any of Lender's rights or of any of Grantor's
obligations as to any future transactions. Whenever the consent of Lender is required under this Agreement,
the granting of such consent by Lender in any instance shall not constitute continuing consent to
subsequent
instances where such consent is required and in all cases such consent may be
granted or
withheld in the sole
discretion of Lender.
Notices. To the extent permitted by applicable law, any notice required to give given under this Agreement
shall be given in writing, and shall be effective when actually delivered, when actually received by
telefacsimile (unless otherwise required by law), when deposited with a nationally recognized overnight
courier, or, if mailed, when deposited in the United States mail, as first class, certified or registered mail
postage prepaid, directed to the addresses shown near the beginning of this Agreement. Any party may
change
its address for notices under this Agreement by giving formal written notice to the other parties,
specifying that
the purpose of the notice is to change the party's address. For notice purposes, Xxxxxxx
agrees to keep Xxxxxx
informed at all times of Xxxxxxx's current address. To the extent permitted by
applicable law, if there is more
than one Grantor, any notice given by Lender to any Grantor is deemed
to be notice given to all Grantors.
Severability. If a court of competent jurisdiction finds any provision of this Agreement to be illegal,
invalid,
or unenforceable as to any circumstance, that finding shall not make the offending provision
illegal, invalid,
or unenforceable as to any other circumstance. If feasible, the offending provision shall
be considered
modified so that it becomes legal, valid and enforceable. If the offending provision
cannot be so modified, it
shall be considered deleted from this Agreement. Unless otherwise required
by law, the illegality, invalidity,
or unenforceability of any provision of this Agreement shall not
affect the legality, validity or enforceability
of any other provision of this Agreement.
Successors and Assigns. Subject to any limitations stated in this Agreement or transfer of Grantor's
interest,
this Agreement shall be binding upon and inure to the benefit of the parties, their successors
and assigns. If
ownership of the Collateral becomes vested in a person other than Grantor, Lender,
without notice to Grantor,
may deal with Grantor's successors with reference to this Agreement and the
Indebtedness by way of
forbearance or extension without releasing Grantor from the obligations of
this Agreement or liability under
the Indebtedness.
Time is of the Essence. Time is of the essence in the performance 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 States 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 term in the Uniform Commercial Code.
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
to this Commercial Pledge Agreement from time to time.
Borrower. The word "Borrower" means Xxxx X. Xxxxxx and Xxxxxx X. Xxxxxx, and all other persons and
entities signing the Notice in whatever capacity.
Collateral. The word "Collateral" means all of Grantor's right, title and interest in and to all of 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
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 SBL Corporation.
Guaranty. The word "Guaranty" means the guaranty from guarantor, endorser, surety, or accommodation
party to Lender, including without limitation a guaranty of all or part of the Note.
Income and Proceeds. The words "Income and Proceeds" mean all present and future income, proceeds,
earnings, increases, and substitutions from or for the Collateral of every kind and nature, including without
limitation all payments, interest, profits, distributions, benefits, rights, options, warrants, dividends, stock
dividends, stock splits, stock rights, regulatory dividends, subscriptions, monies, claims for money due
and to
become due, proceeds of any insurance on the Collateral, shares of stock of different par value or
no par value
issued in substitution or exchange for shares included in the Collateral, and all other property
Grantor is
entitled to receive on account of such Collateral, including accounts, documents, instruments,
chattel paper,
and general intangibles.
Indebtedness. The word "Indebtedness" means the Indebtedness evidenced by the Note or Related
Documents, including all principal and interest together with all other Indebtedness and costs and
expenses for
which Borrower is responsible under this Agreement or under any of the Related Documents.
Lender. The word "Lender" means BancFirst, its successors and assigns.
Note. The word "Note" means the Note executed by Xxxxxxxx in the principal amount of $222,000.00 dated
February 2, 2001, together with all renewals of, extensions of, modifications of, refinancings of,
consolidations
of, and substitutions for the note or credit agreement.
Obligor. The word "Obligor" means without limitation any and all persons obligated to pay money or to
perform some other act under the Collateral.
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.
XXXXXXXX AND GRANTOR HAVE READ AND UNDERSTOOD ALL THE PROVISIONS OF THIS COMMERCIAL PLEDGE AGREEMENT AND AGREE TO ITS TERMS. THIS AGREEMENT IS DATED FEBRUARY 2, 2001.
| GRANTOR:
SBL CORPORATION
|
|
|
BORROWER: X /s/ Xxxx X. Xxxxxx Xxxx X. Xxxxxx, Individually |
X /s/ Xxxxxx X. Xxxxxx Xxxxxx X. Xxxxxx, Individually |
