GRANT OF SECURITY INTEREST . For valuable consideration,
Grantor grants to Lender a security interest in the Collateral to
secure the lndebtedness 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 Grantor's present and future rights, title and
interest in and to the following described investment property,
together with any and all present and future additions thereto,
substitutions therefor, and replacements thereof, and further
together with all lncome and Proceeds as described
herein:
FIRST NATIONAL BANK INVESTMENT, MANAGEMENT AND TRUST IMA #
4001008195
CROSS-COLLATERALIZATION. In addition to the Note, this
Agreement secures all obligations, debts and liabilities, plus
interest thereon, of either Grantor or Borrower to Lender, or any
one or more of them, as well as all claims by Lender against
Borrower and 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 Borrower or
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.
BORROWER'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 Borrower agrees to remain liable under the Note no matter what
action Lender takes or fails to take under this
Agreement.
GRANTOR'S REPRESENTATIONS AND WARRANTIES. Grantor warrants
that: (A) this Agreement is executed at Borrower's request and not
at the request of Lender; (6) 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) Lender
has made no representation to Grantor about Borrower or Borrower'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 lndebtedness 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 Lender's
rights against Grantor or the Collateral.
RIGHT OF SETOFF. To the extent permitted by applicable law,
Lender re<erves 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 Keogh accounts, or any trust accounts for which
setoff would be prohibited by law. Grantor authorizes Lender, to
the extent permitted by applicable law, to charge or setoff all
sums owing on the lndebtedness against any and all such accounts,
and, at Lender's option, to administratively freeze all such
accounts to allow Lender to protect Lender's charge and setoff
rights provided in this paragraph.
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 Lender 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.
Financing
Statements. Grantor authorizes Lender to file a UCC financing
statement, or alternatively, a copy of this Agreement to
perfect Lender's security interest. At Lender's request,
Grantor additionally agrees to sign all other documents that
are necessary to perfect, protect, and continue Lender's
security interest in the Property. Grantor will pay all filing
fees, title transfer fees, and other fees and costs involved
unless prohibited by law or unless Lender is required by law
to pay such fees and costs. Grantor irrevocably appoints
Lender to execute documents necessary to transfer title if
there is a default. Lender may file a copy of this Agreement
as a 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.
LENDER'S RIGHTS AND OBLIGATIONS WlTH RESPECT TO THE
COLLATERAL. Lender may hold the Collateral until all
lndebtedness has been paid and satisfied. Thereafter Lender may
deliver the Collateral to Grantor or to any other owner of 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. Lender
may charge Grantor for any cost incurred in so doing. When
applicable law provides more than one method of perfection of
Lender's security interest, Lender may choose the method(s1 to
be used.
lncome
and Proceeds from the Collateral. Lender may receive all
lncome and Proceeds and add it to the Collateral. Grantor
agrees to deliver to Lender immediately upon receipt, in the
exact form received and without commingling with other
property, all lncome 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 lncome and
Proceeds or through liquidation, sale, or retirement, of the
Collateral, to the satisfaction of the lndebtedness or 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 Loan No Calf
t
Coll Account
Officer lnitlals
COMMERCIAL PLEDGE AGREEMENT Loan No: 42431 (Continued) Page
2
conditions,
or (3) compromise, compound or release any obligation, with
any one or more Obligors, endorsers, or Guarantors of the
lndebtedness 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.
Collection
of Collateral. Grantor agrees that Lender may, at any time and
for any reason, whether or not Borrower and Grantor are then
in default under any indebtedness, collect the lncome and
Proceeds directly from the Obligors. Grantor authorizes and
directs the Obligors, if Lender decides to collect the lncome
and Proceeds, to pay and deliver to Lender all lncome and
Proceeds from the Collateral and to accept Lender'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
lncome 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; (d) to file any claim or claims or to take any
action or institute or take part in any proceedings, either in
Lender'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 Lender'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 Lender's security interest,
Lender may choose the method(s1 to be used. Upon Lender's
request, Grantor will sign and deliver any writings necessary
to perfect Lender's security interest. Grantor hereby appoints
Lender as Grantor's irrevocable attorney-in-fact for the
purpose of executing any documents necessary to perfect,
amend, or to continue the security interest granted in this
Agreement or to demand termination of filings of other secured
parties. This is a continuing Security Agreement and will
continue in effect even though all or any part of the
lndebtedness is paid in full and even though for a period of
time Borrower may not be indebted to Lender.
LENDER'S EXPENDITURES . If any action or proceeding is
commenced that would materially affect Lender'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
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 lndebtedness and, at
Lender'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 Lender may be entitled upon
Default.
LlMlTATlONS ON OBLIGATIONS OF LENDER. Lender shall use
ordinary reasonable care in the physical preservation and custody
of the Collateral in Lender'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 lncome 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, covenant or condition
contained in this Agreement or in any of the Related Documents
or to comply with or to perform any term, obligation, covenant
or condition contained in any other agreement between Lender
and Borrower or Grantor.
Default
in Favor of Third Parties. Borrower or Grantor defaults 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 or Grantor's property or ability to 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, or made by Guarantor, or any other
guarantor, endorser, surety, or accommodation party, under
this Agreement or the Related Documents in connection with the
obtaining of the lndebtedness evidenced by the Note or any
security document directly or indirectly securing repayment of
the Note 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 Interdiction. The death of Borrower or Grantor or the
dissolution or termination of Borrower's or Grantor's
existence as a going business, the insolvency of Borrower or
Grantor, the appointment of a receiver for any part of
Borrower'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 For
