shall be subject to Secured Party’s security interest and immediately delivered to Secured Party,which shall hold such shares or securities so issued as additional Collateral, (b) if any warrants,options or other rights now or hereafter exist with respect to any of the Pledged Shares, any ofthe Additional Shares or any of the other Collateral, Debtor has and hereafter shall immediately soadvise Secured Party of the existence of such warrants, options and rights, all such warrants,options and rights shall be subject to Secured Party’s security interest and all stock orsecurities issued pursuant to the exercise of any such warrant, option or right shall be subject toSecured Party’s security interest and immediately delivered to Secured Party, which shall hold suchshares or securities as additional Collateral, (c) Debtor shall immediately pledge and deliver toSecured Party any and all shares of any class of capital stock of Subsidiary now owned or hereafteracquired by Debtor and (d) Debtor shall not, without the prior written consent of Secured Party,(i) sell, assign or otherwise transfer or pledge any of the Pledged Shares, any of the AdditionalShares or any of the other Collateral, (ii) create or permit any other lien or encumbrance upon, orany other security interest in, any of the Pledged Shares, any of the Additional Shares or any ofthe other Collateral or (iii) grant any option or right with respect to any of the Pledged Shares,any of the Additional Shares or any of the other Collateral.3. Debtor hereby represents and warrants to Secured Party that:(a) Debtor is the sole legal, beneficial and record owner of all of the Collateral pledgedhereunder and none of the Collateral pledged hereunder is or will be subject to any securityinterests, liens, encumbrances, charges, claims, warrants, options, proxies, restrictions ontransfer, resale or other disposition, restrictions on voting rights, preferences and/or otherpreferential arrangements of any kind or nature whatsoever (except those in favor of Secured Partyunder this Agreement);(b) the Pledged Shares have been duly authorized and validly issued by Subsidiary and arefully paid and non-assessable;(c) Debtor has all requisite corporate power and authority to (i) pledge, assign, granta security interest in, transfer and deliver the Collateral to Secured Party in the manner herebydone or contemplated and (ii) execute, deliver and perform all of its obligations under thisAgreement;(d) this Agreement has been duly authorized, executed and delivered by Debtor and constitutes thelegal, valid and binding obligation of Debtor, enforceable in accordance with its terms;(e) no consent, approval, authorization or other order of any governmental or regulatory agency,authority, body or official or any other third party is or will be required for (i) the execution,delivery and/or performance of this Agreement by Debtor or the delivery by Debtor of the Collateralto Secured Party as provided herein or (ii) the exercise by Secured Party of the voting or otherrights provided for in this Agreement or the remedies in respect of the Collateral pursuant to thisAgreement;(f) the execution, delivery and performance by Debtor of this Agreement do not and
 

 
will not (i) violate any provision of the Articles of Incorporation or Bylaws of Debtor or any law,rule, regulation (including, without limitation, Regulations U or X of the Board of Governors ofthe Federal Reserve System), order, writ, judgment, injunction, decree, determination or awardpresently in effect having applicability to Debtor, (ii) result in a breach of or constitute adefault under any indenture or loan or credit agreement or any other agreement, document orinstrument to which Debtor is a party or by which it or its properties may be bound or affected or(iii) result in or require the creation or imposition of any mortgage, deed of trust, pledge, lien,security interest or other charge or encumbrance of any nature upon or with respect to any of theproperty or assets of Debtor (other than in favor of Secured Party as provided for in thisAgreement);(g) upon the execution of this Agreement, Secured Party will have a valid and enforceablesecurity interest in the Collateral. So long as Secured Party has possession of the certificatesrepresenting the Pledged Shares, Secured Party’s security interest in the Pledged Shares and theproceeds thereof will be perfected and have a first priority;(h) the authorized capital of Subsidiary consists solely of 200,000 shares of common stock,$1.00 par value and no shares of preferred stock. As of the date hereof, (i) there are 127,501shares of common stock of Subsidiary issued and outstanding, (ii) Debtor is the sole legal,beneficial and record owner of 127,501 shares of common stock of Subsidiary, representing all ofthe issued and outstanding shares of common stock of Subsidiary, and (iii) the Pledged Sharesconsist of One Hundred Percent (100%) of the outstanding shares of common stock of Subsidiary,subject to no security interests, liens, encumbrances, warrants, options, proxies, restrictions ontransfer, resale or other disposition or restrictions on voting rights (except those in favor ofSecured Party). As of the date hereof, there are no warrants or options, or any agreements to issueany warrants or options, outstanding with respect to any class of capital stock of Subsidiary.4. Debtor hereby covenants and agrees that: (a) it will not cause or permit Subsidiary to (i)authorize or issue any new types, varieties or classes of capital stock or any bonds or debentures,subordinated or otherwise, or any stock warrants or options, (ii) authorize or issue any additionalshares of any existing class of capital stock or (iii) declare any stock dividends or stock splitsor take any other action which could, directly or indirectly, decrease Debtor’s ownership interestin Subsidiary; and (b) without the prior written consent of Secured Party, (i) it will not cause orpermit Subsidiary to amend or otherwise change its Articles or Certificate of Incorporation or itsBylaws in any manner which could affect any of the voting or other rights of any of the shares ofcapital stock of Subsidiary now owned or hereafter acquired by Debtor and (ii) it will not take orcause or permit Subsidiary to take any other action which could, directly or indirectly, affect thevoting rights of Debtor with respect to any shares of capital stock of Subsidiary now owned orhereafter acquired by Debtor.5. So long as no Event of Default (as hereinafter defined) under this Agreement has occurredand is continuing:(a) Debtor shall be entitled to exercise any and all voting and other consensual rights
 

 
pertaining to the Pledged Shares or any part thereof for any purpose not inconsistent with theterms of this Agreement or the terms of the Loan Agreement; provided, however, that (i) Debtorshall not exercise or refrain from exercising any such right if such action could reasonably beexpected to have an adverse effect on the value of the Pledged Shares or any part thereof and (ii)Debtor shall not exercise or refrain from exercising any such right in a manner which wouldauthorize or effect (A) the dissolution or liquidation, in whole or in part, of Subsidiary, (B) theconsolidation or merger of Subsidiary with or into any corporation or other entity unless suchSubsidiary is the surviving entity, (C) the sale, disposition or encumbrance of all orsubstantially all of the property or assets of Subsidiary, (D) any change in the authorized capitalof Subsidiary, (E) the issuance of any additional shares of any class of capital stock ofSubsidiary or (F) the alteration of the voting rights with respect to any class of capital stock ofSubsidiary; and(b) Debtor shall be entitled to collect and use for its proper corporate purposes all cashdividends (except cash dividends paid or payable in respect of the total or partial liquidation ofSubsidiary) paid on the Pledged Shares so long as the declaration and payment of such dividendsdoes not violate the provisions of Section 6.09 of the Loan Agreement; provided, however, thatuntil actually paid, all rights to such dividends shall remain subject to the security interestcreated by this Agreement. All dividends (other than cash dividends governed by the immediatelypreceding sentence) and all other distributions in respect of any of the Pledged Shares or any ofthe other Collateral, whenever paid or made, shall be delivered to Secured Party and held by itsubject to the security interest created by this Agreement.6. If any one or more of the following events (each, an “Event of Default”) shall occur andbe continuing: (a) Debtor shall fail to make any payment of any principal of or interest on any ofthe Liabilities as and when the same shall become due and payable, whether by reason of demand,maturity, acceleration or otherwise; (b) Debtor shall fail to perform or observe any term,provision, covenant or agreement contained in this Agreement and any such failure shall remainunremedied for ten (10) days after the earlier of (i) written notice of default is given to Debtorby Secured Party or (ii) an officer of Debtor obtaining knowledge of such default; (c) anyrepresentation or warranty made by Debtor in this Agreement shall prove to be untrue or incorrectin any material respect; (d) if the shares of common stock of Subsidiary then pledged by Debtor toSecured Party pursuant to this Agreement shall at any time constitute less than One Hundred Percent(100%) of the then issued and outstanding shares of common stock of Subsidiary; or (e) any “Eventof Default” (as defined therein) shall occur under or within the meaning of the Loan Agreement;then Secured Party may, at its option, (A) declare the principal of and interest on any or all ofthe Liabilities to be immediately due and payable, (B) exercise all voting rights with respect tothe Collateral, (C) appropriate and apply toward the payment and discharge of any such Liability,moneys on deposit or otherwise held by Secured Party for the account of, to the credit of orbelonging to Debtor, (D) sell or cause to be sold any Collateral, (E) have transferred to orregistered in the name of Secured Party, or its nominee or nominees, any Collateral and thereafterto exercise all rights with respect thereto as the absolute owner thereof, without notice orliability to Debtor, except to account for money or property actually received by Secured Party;provided, however, that Secured Party may treat all cash proceeds as additional Collateral and suchproceeds need not be applied to the reduction of the Liabilities of Debtor unless Secured Party soelects, (F) in Secured Party’s name, or in the name
 

 
of Debtor, demand, sue for, collect and receive money, securities or other property which may atany time be payable or receivable on account of or in exchange for any of the Collateral, or makeany compromise or settlement that Secured Party considers desirable with respect thereto or renewor extend the time of payment or otherwise modify the terms of any obligation included in theCollateral; provided, however, that it is expressly agreed that Secured Party shall not beobligated to take any step to preserve rights against prior parties on any of the Collateral, andthat reasonable care of the Collateral shall not include the taking of any such step and (G)exercise any or all of the rights and remedies of a Secured Party under the Uniform Commercial Codeof the State of Alabama, as from time to time amended (the “Code”), or other applicable law. Anysale of Collateral may be made without demand of performance and any requirement of the Code forreasonable notice to Debtor shall be met if such notice is mailed, postage prepaid, to Debtor atits address as it appears herein or as last shown on the records of Secured Party at least five (5)business days before the time of sale, disposition or other event giving rise to the notice. Debtoracknowledges and agrees that it shall be reasonable for Secured Party to sell the Collateral oncredit for present or future delivery without any assumption of any credit risk. In case of apublic sale, notice published by Secured Party for ten (10) days in a newspaper of generalcirculation in the City or County where the sale is to be held shall be sufficient. The proceeds ofany sale, or sales, of Collateral shall be applied by Secured Party in the following order: (1) toexpenses, including attorneys’ fees and expenses, arising from the enforcement of any of theprovisions hereof, or of the Liabilities or of any actual or attempted sale; (2) to the payment orthe reduction of any of the Liabilities of Debtor to Secured Party with the right of Secured Partyto distribute or allocate such proceeds in such order and manner as Secured Party shall elect, andits determination with respect to such allocation shall be conclusive; and (3) to the payment ofany surplus remaining after payment of the amounts mentioned, to Debtor or to whomsoever may belawfully entitled thereto. If any deficiency arises upon any such sale or sales Debtor agrees topay the amount of such deficiency promptly upon demand with interest. Notwithstanding that SecuredParty may continue to hold the Collateral and regardless of the value thereof, Debtor shall be andremain liable for the payment in full of the principal of and interest on any balance of theLiabilities and expenses at any time unpaid.7. Secured Party shall have no duties or obligations with respect to the Collateral except thatwhile the Collateral is in Secured Party’s possession, Secured Party’s obligation with respect tothe same shall be limited to preserving the physical condition of the same.8. At any time, whether prior to or after the occurrence of an Event of Default under thisAgreement, Secured Party may, at its option, but shall not be obligated to, surrender or deliver,without further liability on the part of Secured Party to account therefor, all or any part of theCollateral to or upon the written order of Debtor, permit substitutions therefor or additionsthereto, and accept the receipt of Debtor for any Collateral, or proceeds thereof, which receiptshall be a full and complete discharge of Secured Party with respect to the Collateral so deliveredand proceeds so paid.9. The rights and powers of Secured Party under this Agreement (a) are cumulative and do notexclude any other right which Secured Party may have independent of this Agreement and (b) may beexercised or not exercised at the discretion of Secured Party (i) without regard to
 

 
any rights of Debtor, (ii) without forfeiture or waiver because of any delay in the exercisingthereof, (iii) without imposing any liability on Secured Party for so exercising or failing toexercise and (iv) in the event of a single or partial exercise thereof, without precluding furtherexercise thereof. No delay or omission on the part of Secured Party in exercising any righthereunder shall operate as a waiver of such right or of any other right hereunder and no waivershall be construed as a bar to or waiver of any right or remedy in the future. The rights andpowers of Secured Party under this Agreement shall inure to the benefit of its successors andassigns and any assignee of any Liability secured hereby. Any and all liabilities and obligationsof Debtor under this Agreement shall be binding upon the successors and assigns of Debtor.10. Debtor agrees to do such further acts and things and to execute and deliver such additionalconveyances, assignments, agreements and instruments as Secured Party may at any time reasonablyrequest in connection with the administration or enforcement of this Agreement or related to theCollateral or any part thereof or in order to better assure and confirm to Secured Party itsrights, powers and remedies hereunder. Debtor hereby makes, constitutes and appoints Secured Partythe true and lawful agent and attorney-in-fact of Debtor with full power of substitution toexecute, endorse and deliver such agreements, documents and instruments and to take such otheraction in the name and on behalf of Debtor as may be necessary or appropriate to carry out theintent of this Agreement, including, without limitation, the grant of the security interest grantedunder this Agreement, and to perfect and protect the security interest granted to Secured Party inrespect of the Collateral and Secured Party’s rights created under this Agreement, which power ofattorney is irrevocable during the term of this Agreement. Debtor hereby consents and agrees thatthe issuers of or obligors in respect of the Collateral or any registrar or transfer agent for anyof the Collateral shall be entitled to accept the provisions hereof as conclusive evidence of theright of Secured Party to effect any transfer pursuant to this Agreement, notwithstanding any othernotice or direction or the contrary heretofore or hereafter given by Debtor or any other person(unless consented to in writing by Secured Party) to any such issuers or obligors or to any suchregistrar or transfer agent.11. Except as otherwise specified in this Agreement, any notice, request, demand, consent or othercommunication under this Agreement shall be in writing and delivered in person, or sent byregistered or certified mail, return receipt requested and postage prepaid, or transmitted byfacsimile, if to Debtor at 17 North 20th Street, Birmingham, Alabama 35203, (205) 327-3611 (FAX),or if to Secured Party at 100 Colonial Bank Blvd, Montgomery, AL 36117-4244,                    (FAX), or at such other address as either party may designate as its address forcommunications hereunder by notice so given. Such notices shall be deemed effective on the day onwhich delivered, if delivered in person, on the third (3rd) business day after the day on whichmailed, if sent by registered or certified mail, or when with answerback confirmation received ifsent by facsimile.12. The terms of this Agreement, the pledge of Collateral hereunder and the security interestcreated by this Agreement are continuing and shall apply to all existing transactions and to allfuture transactions, although such transactions may not be continuous. Debtor may not revokeor terminate this Agreement unless and until (a) all of the Liabilities shall have beenindefeasibly paid in full in cash, (b) the Loan Agreement shall have been terminated and (c)
 

 
Secured Party shall have no further commitment or obligation to make advances or extend creditto Debtor, whether under the Loan Agreement, or otherwise.13. If claim is ever made on Secured Party for repayment or recovery of any amount or amountsreceived by Secured Party in payment or on account of any of the Liabilities (including paymentunder a guaranty or from application of collateral) and Secured Party repays all or part of saidamount by reason of (a) any judgment, decree or order of any court or administrative body havingjurisdiction over Secured Party or any property of Secured Party or (b) any settlement orcompromise of any such claim effected by Secured Party with any such claimant (including, withoutlimitation, Debtor), then and in such event Debtor agrees that any such judgment, decree, order,settlement or compromise shall be binding on Debtor, notwithstanding any cancellation of any noteor other instrument or agreement evidencing such Liabilities or of this Agreement, and thisAgreement shall continue to be effective or be reinstated, as the case may be, and shall secure thepayment of the amount so repaid or recovered to the same extent as if such amount had neveroriginally been received by Secured Party except to the extent such judgment, decree, order,settlement or compromise were caused by the gross negligence or intentional misconduct of SecuredParty. This Agreement shall continue to be effective or be reinstated, as the case may be, if (i)at any time any payment of any of the Liabilities is rescinded or must otherwise be returned bySecured Party upon the insolvency, bankruptcy or reorganization of Debtor or otherwise, all asthough such payment had not been made or (ii) this Agreement is released in consideration of apayment of money or transfer of property or grant of a security interest by Debtor or any otherperson or entity and such payment, transfer or grant is rescinded or must otherwise be returned bySecured Party upon the insolvency, bankruptcy or reorganization of such person or entity orotherwise, all as though such payment, transfer or grant had not been made.14. This Agreement shall be governed by and construed in accordance with the substantive laws ofthe State of Alabama (without reference to conflict of law principles); provided, however, that theperfection and effect of the perfection or nonperfection of the security interests and lienscreated by this Agreement shall in all respects be governed, construed, applied and enforced inaccordance with the substantive laws of the applicable jurisdictions.15. DEBTOR IRREVOCABLY AGREES THAT, SUBJECT TO SECURED PARTY’S SOLEAND ABSOLUTE ELECTION, ALL ACTIONS OR PROCEEDINGS IN ANY WAY,MANNER OR RESPECT ARISING OUT OF OR FROM OR RELATED TO THISAGREEMENT, THE OTHER AGREEMENTS OR THE COLLATERAL SHALL BELITIGATED ONLY IN COURTS HAVING SITUS WITHIN THE COUNTY OFJEFFERSON, STATE OF ALABAMA. DEBTOR HEREBY CONSENTS AND SUBMITSTO THE JURISDICTION OF ANY LOCAL, STATE OR FEDERAL COURT LOCATEDWITHIN SAID COUNTY AND STATE. DEBTOR HEREBY WAIVES ANY RIGHT ITMAY HAVE TO TRANSFER OR CHANGE THE VENUE OF ANY LITIGATIONBROUGHT IN ACCORDANCE WITH THIS SECTION. DEBTOR AND SECURED PARTYIRREVOCABLY WAIVE THE RIGHT TO TRIAL BY JURY WITH RESPECT TO ANYACTION IN WHICH DEBTOR AND SECURED PARTY ARE PARTIES.This Agreement executed by Debtor as of September 4 , 2008.
 

 
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