IN THE MAKING OF THIS WAIVER BY INDEPENDENT
LEGAL COUNSEL SELECTED OF ITS OWN FREE WILL, AND THAT IT HAS DISCUSSED THIS
WAIVER WITH SUCH LEGAL COUNSEL. THE PLEDGOR FURTHER ACKNOWLEDGES THAT (a) IT HAS
READ AND UNDERSTANDS THE MEANING AND RAMIFICATIONS OF THIS WAIVER, (b) THIS
WAIVER HAS BEEN REVIEWED BY THE PLEDGOR AND THE PLEDGOR'S COUNSEL AND IS A
MATERIAL INDUCEMENT FOR THE LENDER TO ENTER INTO THE AGREEMENT AND THE OTHER
LOAN DOCUMENTS (c) THIS WAIVER SHALL BE EFFECTIVE AS TO EACH OF SUCH OTHER LOAN
DOCUMENTS AS IF FULLY INCORPORATED THEREIN.
IN WITNESS WHEREOF, the parties have caused this Pledge Agreement to be
duly executed and delivered as of the day and year first above written.
GATEWAY FINANCIAL HOLDINGS, INC.
By:
/s/ D. Ben Berry
Name:
D. Ben Berry
Title:
Chairman, President and Chief Executive Officer
JPMORGAN CHASE BANK, N.A.
By:
/s/ Timothy Pham
Name:
Timothy Pham
Title:
Vice
President