DATE HEREOF OF THIRTY MILLION FIVE HUNDRED THOUSAND DOLLARS ($30,500,000)
EXECUTED AND DELIVERED BY PLEDGOR TO LENDER PURSUANT TO THE LOAN AGREEMENT;
(B) THE DUE AND PUNCTUAL PERFORMANCE AND OBSERVANCE BY PLEDGOR OF ALL OTHER
PLEDGOR'S LIABILITIES; (C) THE DUE AND PUNCTUAL PERFORMANCE AND OBSERVANCE BY
PLEDGOR OF ALL OF ITS AGREEMENTS, OBLIGATIONS, LIABILITIES AND DUTIES UNDER THIS
PLEDGE AGREEMENT, THE LOAN AGREEMENT AND THE OTHER LOAN DOCUMENTS; (D) ALL
AMOUNTS DUE TO LENDER UNDER THE SENIOR NOTES, INCLUDING ANY AND ALL
MODIFICATIONS, EXTENSIONS, RENEWALS OR REFINANCINGS THEREOF AND INCLUDING,
WITHOUT LIMITATION, ALL PRINCIPAL, INTEREST AND OTHER AMOUNTS DUE UNDER THE
SENIOR NOTES; (E) ALL SUMS ADVANCED BY, OR ON BEHALF OF, LENDER IN CONNECTION
WITH, OR RELATING TO, THE LOAN AGREEMENT, THE SENIOR NOTES OR THE PLEDGED STOCK
INCLUDING, WITHOUT LIMITATION, ANY AND ALL SUMS ADVANCED TO PRESERVE THE PLEDGED
STOCK, OR TO PERFECT LENDER'S SECURITY INTEREST IN THE
2
PLEDGED STOCK; (F) IN THE EVENT OF ANY PROCEEDING TO ENFORCE THE SATISFACTION OF
THE OBLIGATIONS, OR ANY OF THEM, OR TO PRESERVE AND PROTECT THEIR RIGHTS UNDER
THE LOAN AGREEMENT, THE SENIOR NOTES, THIS PLEDGE AGREEMENT OR ANY OTHER
AGREEMENT, DOCUMENT OR INSTRUMENT RELATING TO THE TRANSACTIONS CONTEMPLATED IN
THE LOAN AGREEMENT, THE REASONABLE EXPENSES OF RETAKING, HOLDING, PREPARING FOR
SALE, SELLING OR OTHERWISE DISPOSING OF OR REALIZING ON THE PLEDGED STOCK, OR OF
ANY EXERCISE BY LENDER OF ITS RIGHTS, TOGETHER WITH REASONABLE ATTORNEYS' FEES,
EXPENSES AND COURT COSTS; (G) ANY INDEBTEDNESS, OBLIGATION OR LIABILITY OF
PLEDGOR TO LENDER, WHETHER DIRECT OR INDIRECT, JOINT OR SEVERAL, ABSOLUTE OR
CONTINGENT, NOW OR HEREAFTER EXISTING, HOWEVER CREATED OR ARISING AND HOWEVER
EVIDENCED; (H) ANY INDEBTEDNESS, OBLIGATION OR LIABILITY OF PLEDGOR UNDER OR IN
CONNECTION WITH ANY INTEREST RATE PROTECTION AGREEMENT; AND (I) ALL COSTS
INCURRED BY LENDER TO OBTAIN, PERFECT, PRESERVE AND ENFORCE THE LIENS AND
SECURITY INTERESTS GRANTED BY THIS PLEDGE AGREEMENT, THE LOAN AGREEMENT AND THE
OTHER LOAN DOCUMENTS, TO COLLECT THE OBLIGATIONS SECURED HEREBY (AS HEREINAFTER
DEFINED) AND TO MAINTAIN AND PRESERVE THE PLEDGED STOCK, WITH SUCH COSTS
INCLUDING, WITHOUT LIMITATION, EXPENDITURES MADE BY LENDER FOR ATTORNEYS' FEES
AND OTHER LEGAL EXPENSES AND EXPENSES OF COLLECTION, POSSESSION AND SALE OF THE
PLEDGED STOCK, TOGETHER WITH INTEREST ON ALL SUCH COSTS AT THE DEFAULT RATE (THE
FOREGOING SUBSECTIONS (A) THROUGH (I) ARE COLLECTIVELY REFERRED TO HEREIN AS THE
"OBLIGATIONS SECURED HEREBY"). NOTWITHSTANDING ANYTHING ABOVE IN THIS SECTION 2
TO THE CONTRARY, THE PLEDGED STOCK SHALL NOT BE COLLATERAL SECURITY FOR AMOUNTS
OUTSTANDING UNDER THE SUBORDINATED DEBENTURE THAT ARE DEEMED TO BE TIER 2
CAPITAL OF PLEDGOR IN ACCORDANCE WITH THE RULES AND REGULATIONS OF THE FRB
APPLICABLE TO THE CAPITAL STATUS OF THE SUBORDINATED DEBT OF BANK HOLDING
COMPANIES, WITHOUT GIVING EFFECT TO THE LIMITATION IMPOSED BY THE SECOND
SENTENCE OF 12 C.F.R. §250.166(E), WHICH LIMITS THE CAPITAL TREATMENT OF
SUBORDINATED DEBT DURING THE FIVE YEARS IMMEDIATELY PRECEDING THE MATURITY DATE
OF THE SUBORDINATED DEBT.
3.
DELIVERY OF PLEDGED STOCK.
ON THE DATE
HEREOF, PLEDGOR SHALL