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Continuing Pledge Agreement

Security Agreement

Continuing Pledge Agreement | Document Parties: WESBANCO INC | JPMorgan Chase Bank, NA | One Bank | Pledge WesBanco, Inc You are currently viewing:
This Security Agreement involves

WESBANCO INC | JPMorgan Chase Bank, NA | One Bank | Pledge WesBanco, Inc

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Title: Continuing Pledge Agreement
Date: 9/21/2009
Industry: Regional Banks     Sector: Financial

Continuing Pledge Agreement, Parties: wesbanco inc , jpmorgan chase bank  na , one bank , pledge wesbanco  inc
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EXHIBIT 10.3

 

CHASE

 

Continuing Pledge Agreement

 

Dated as of September 16, 2009

 

Pledge. WesBanco, Inc., whose address is One Bank Plaza, Wheeling, West Virginia 26003 (the "Borrower"), pledges, assigns, transfers and grants to JPMorgan Chase Bank, N.A., whose address is 120 S. LaSalle St., Chicago, IL 60603 (together with its successors and assigns, the "Bank") a continuing security interest in the property listed below under the heading "Schedule of Collateral" (the "Collateral") owned by the Borrower, all Collateral in which the Borrower has rights or power to transfer rights and all Collateral in which the Borrower later acquires ownership, other rights or the power to transfer rights to secure the payment and performance of the Liabilities. If the Collateral consists of "investment property" or "financial assets," as such terms are defined in the UCC (as defined below), the grant includes any stock rights, stock dividends, liquidating dividends, new securities, financial assets and other property to which the Borrower may become entitled because it owns the Collateral and such property delivered to the Bank or to an intermediary designated by the Bank subject to the control of the Bank to satisfy the requirements of the paragraph captioned "Loan Value of Collateral". The Borrower has transferred the securities to the Bank or other intermediary, as directed by the Bank, that has entered into a control agreement in form and substance satisfactory to the Bank. In the event the transfer is not complete, the Borrower will complete it within ten (10) days. Collateral shall not include any common trust funds of the Bank in which the Bank is prohibited by applicable law from taking a security interest.  The term "UCC" in this Pledge means the Uniform Commercial Code of Illinois, as in effect from time to time, except to the extent that the validity and perfection or the effect of non-perfection of the security interest created by this Pledge, or remedies hereunder, in respect of any particular portion of the Collateral, are governed by the laws of a jurisdiction other than the State of Illinois, in which case, the UCC of such jurisdiction shall apply.

 

SCHEDULE OF COLLATERAL. All shares of WesBanco Bank, Inc. stock now or hereafter outstanding, including, but not limited to the 391,000 shares of common stock represented by Certificate Number 1; including the intangible interest represented by such security, physical certificate, if any, and all securities entitlements (as defined in the UCC).  In the event any additional shares of stock of WesBanco Bank, Inc. are issued after the date of this Pledge, then the Borrower shall deliver as Collateral all such certificates evidencing such shares as collateral along with duly executed stock powers in blank in favor of the Bank, with respect to such shares in form and substance acceptable to the Bank and any other documents required by the Bank to ensure a perfected first priority continuing pledge, assignment and security interest in such additional shares.  Collateral includes all substitutions, additions, renewals, investments, reinvestments, free credit balances, cash proceeds, general intangibles, insurance, products and supporting obligations including but not limited to all interest, dividends, other proceeds, instruments and other property now or hereafter received, receivable or otherwise distributed in connection with the sale, lease, license, exchange or other disposition of any Collateral.  Any securities, investment property, or other property of the Borrower at any time in the custody, possession or control of the Bank shall also constitute the Collateral unless the Bank holds such property solely in a fiduciary capacity.

 

Liabilities. The term "Liabilities" in this Pledge means all debts, obligations, indebtedness and liabilities of every kind and character of the Borrower whether individual, joint and several, contingent or otherwise, now or hereafter existing in favor of the Bank including without limitation, all liabilities, interest, costs and fees, arising under or from any note, open account, overdraft, credit card, lease, Rate Management Transaction, letter of credit application, endorsement, surety agreement, guaranty, acceptance, foreign exchange contract or depository service contract, whether payable to the Bank or to a third party and subsequently acquired by the Bank, any monetary obligations (including interest) incurred or accrued during the pendency of any bankruptcy, insolvency, receivership or other similar proceedings, regardless of whether allowed or allowable in such proceeding, and all renewals, extensions, modifications, consolidations, rearrangements, restatements, replacements or substitutions of any of the foregoing. The term "Rate Management Transaction" in this Pledge means any transaction (including an agreement with respect thereto) that is a rate swap, basis swap, forward rate transaction, commodity swap, commodity option, equity or equity index swap, equity or equity index option, bond option, interest rate option, foreign exchange transaction, cap transaction, floor transaction, collar transaction, forward transaction, currency swap transaction, cross-currency rate swap transaction, currency option, derivative transaction or any other similar transaction (including any option with respect to any of these transactions) or any combination thereof, whether linked to one or more interest rates, foreign currencies, commodity prices, equity prices or other financial measures.

 

Representations, Warranties and Covenants. The Borrower represents, warrants and agrees with the Bank that until this Pledge terminates and all Liabilities are paid in full, it owns and it will own the Collateral free and clear of any liens, security interests, assignments or other encumbrances. The Borrower will not attempt to sell or assign the Collateral or create any lien, security interest, assignment or other encumbrance or claim against it. The Borrower agrees to reimburse the Bank, on demand, for any amounts paid or advanced by the Bank for the purpose of preserving all or any part of the Collateral. The Bank shall exercise reasonable care in the custody and preservation of the Collateral to the extent required by applicable law.

 

The Borrower represents, warrants and covenants with the Bank that until this Pledge terminates and all Liabilities are paid in full no financing statement or similar record covering all or any part of the Collateral is on file in any public office, and no person or entity other than the Bank has control of the Collateral unless the Bank has approved that filing and/or control in writing. From time to time at the Bank's request, the Borrower will execute one or more financing statements and control agreements in form and substance satisfactory to the Bank and will pay the cost of filing them in all public offices or recording them with any intermediary where filing or recording is deemed by the Bank to be necessary or desirable. In addition, the Borrower shall execute and deliver, or cause to be executed and delivered, such other documents as the Bank may from time to time request to create, to perfect, to assure the continuing first priority of or to further evidence, the security interest created in the Collateral by


 
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