Common use of Pledge and Grant of Security Interests Clause in Contracts

Pledge and Grant of Security Interests. The Pledgor hereby pledges, collaterally assigns, hypothecates and transfers to the Lender all Pledged Stock, together with appropriate undated assignments separate from the Certificates duly executed in blank, and hereby grants to and creates in favor of the Lender liens and security interests in the Pledged Stock as collateral security for (a) the due and punctual payment when due (whether at maturity, by acceleration or otherwise) in full of all amounts due under the Senior Notes (as the same may be amended, restated, supplemented, modified, extended or replaced from time to time) in the aggregate face amount as of the date hereof of Twenty Million Five Hundred Thousand Dollars ($20,500,000) executed and delivered by the Pledgor to the Lender pursuant to the Loan Agreement; (b) the due and punctual performance and observance by the Pledgor of all other Borrower’s Liabilities; (c) the due and punctual performance and observance by the 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 the 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, the 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 the Lender’s security interest in the 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 the Lender of its rights, together with reasonable attorneys’ fees, expenses and court costs; (g) any indebtedness, obligation or liability of the Pledgor to the 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 the Pledgor under or in connection with any interest rate swap, cap, collar or other hedging or derivative agreement, to which the Lender or any affiliate of the Lender is the counterparty, intended to mitigate interest rate risk, along with any other related agreement or instrument executed in connection therewith; and (i) all costs incurred by the 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 defined below) and to maintain and preserve the Pledged Stock, with such costs including, without limitation, expenditures made by the 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 Article II 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 the 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)(1), which limits the capital treatment of subordinated debt during the five years immediately preceding the maturity date of the subordinated debt.

Pledge and Grant of Security Interests. The Pledgor hereby pledges, collaterally assigns, hypothecates and transfers to the Lender all Pledged Stock, together with appropriate undated assignments separate from the Certificates duly executed in blank, and hereby grants to and creates in favor of the Lender liens and security interests in the Pledged Stock as collateral security for (a) the due and punctual payment when due (whether at maturity, by acceleration or otherwise) in full of all amounts due under the Senior Notes (as the same may be amended, restated, supplemented, modified, extended or replaced from time to time) in the aggregate face amount as of the date hereof of Twenty Forty Million Five Hundred Thousand Dollars ($20,500,00040,000,000) executed and delivered by the Pledgor to the Lender pursuant to the Loan Agreement; (b) the due and punctual performance and observance by the Pledgor of all other Borrower’s Liabilities; (c) the due and punctual performance and observance by the 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 the 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, the 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 the Lender’s security interest in the 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 the Lender of its rights, together with reasonable attorneys’ ' fees, expenses and court costs; (g) any indebtedness, obligation or liability of the Pledgor to the 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 the Pledgor under or in connection with any interest rate swap, cap, collar or other hedging or derivative agreement, to which the Lender or any affiliate of the Lender is the counterparty, intended to mitigate interest rate risk, along with any other related agreement or instrument executed in connection therewithInterest Rate Protection Agreement; and (i) all costs incurred by the 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 defined belowhereinafter defined) and to maintain and preserve the Pledged Stock, with such costs including, without limitation, expenditures made by the 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 Article II 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 the 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)(1§250.166(e), which limits the capital treatment of subordinated debt during the five years immediately preceding the maturity date of the subordinated debt.

Pledge and Grant of Security Interests. The Pledgor hereby pledges, collaterally assigns, hypothecates and transfers to the Lender all Pledged Stock, together with appropriate undated assignments separate from the Certificates duly executed in blank, and hereby grants to and creates in favor of the Lender liens and security interests in the Pledged Stock as collateral security for (a) the due and punctual payment when due (whether at maturity, by acceleration or otherwise) in full of all amounts due under the Senior Notes (as the same may be amended, restated, supplemented, modified, extended or replaced from time to time) in the aggregate face amount as of the date hereof of Twenty Twelve Million Five Hundred Thousand Dollars ($20,500,00012,000,000) executed and delivered by the Pledgor Borrower to the Lender pursuant to the Loan Agreement; (b) the due and punctual performance and observance by the Pledgor Borrower of all other Borrower’s Liabilities; (c) the due and punctual performance and observance by the Pledgor Borrower of all of its agreements, obligations, liabilities and duties under this Pledge Agreement, the Loan Agreement and the other Loan DocumentsDocuments and the Pledgor under this Pledge Agreement; (d) all amounts due to the 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, the 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 the Lender’s security interest in the Pledged Stock; (f1) 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 the Lender of its rights, together with reasonable attorneys’ fees, expenses and court costs; (g) any indebtedness, obligation or liability of the Pledgor to the 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 the Pledgor under or in connection with any interest rate swap, cap, collar or other hedging or derivative agreement, to which the Lender or any affiliate of the Lender is the counterparty, intended to mitigate interest rate risk, along with any other related agreement or instrument executed in connection therewith; and (i) all costs incurred by the 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 defined below) and to maintain and preserve the Pledged Stock, with such costs including, without limitation, expenditures made by the 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 (ih) are collectively referred to herein as the “Obligations Secured Hereby”). Notwithstanding anything above in this Article II H to the contrary, (a) the Pledged Stock shall not be collateral security for amounts outstanding under the Subordinated Debenture that are deemed to be Tier 2 Capital of the Pledgor Borrower 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)(1), which limits the capital treatment of subordinated debt during the five years immediately preceding the maturity date of the subordinated debt, and (b) the “Obligations Secured Hereby” shall not include amounts outstanding under the Subordinated Debenture.

Pledge and Grant of Security Interests. The (a) In order to secure the full and punctual payment of the Obligations in accordance with the terms thereof, the Pledgor hereby pledgespledges to and with the Administrative Agent for the ratable benefit of itself, collaterally assignsthe Banks, hypothecates the Syndication Agent and transfers the Documentation Agent and grants to the Lender all Pledged StockAdministrative Agent on behalf of itself, together with appropriate the Banks, the Syndication Agent and the Documentation Agent a security interest in the Collateral. (b) On any date on which the Pledgor desires to pledge Shares hereunder, the Pledgor shall deliver or cause to be delivered to the Administrative Agent or its nominee: (i) a Supplement to this Agreement in the form of Annex A hereto identifying such Shares; and (ii) certificates representing such Shares duly endorsed by the Pledgor or accompanied by undated assignments separate from the Certificates stock powers duly executed in blank, blank by the Pledgor and hereby grants to and creates in favor form appropriate in the judgment of the Lender liens and security interests in Administrative Agent to transfer record ownership of such Shares to the Pledged Stock as collateral security for Administrative Agent or its nominee. (ac) the due and punctual payment when due (whether at maturityOn each date, by acceleration or otherwise) in full of all amounts due under the Senior Notes (as the same may be amendedif any, restated, supplemented, modified, extended or replaced from time to time) in the aggregate face amount as of the date hereof of Twenty Million Five Hundred Thousand Dollars ($20,500,000) on which a Parent Subsidiary Agreement shall have been executed and delivered by all of the parties thereto, the Pledgor shall deliver or cause to be delivered to the Lender pursuant to Administrative Agent or its nominee certificates representing all of the Loan Agreement; (b) issued and outstanding shares of the due and punctual performance and observance capital stock of the Parent Subsidiary party thereto in which the Pledgor shall have any right, title or interest duly endorsed by the Pledgor of all other Borrower’s Liabilities; (c) the due and punctual performance and observance or accompanied by undated stock powers duly executed in blank by the Pledgor and in form appropriate in the judgment of all the Administrative Agent to transfer record ownership of such shares to the Administrative Agent or its agreements, obligations, liabilities and duties under this Pledge Agreement, the Loan Agreement and the other Loan Documents; nominee. (d) all amounts due to The Security Interests are granted as security only and shall not subject the Lender under Banks, the Senior NotesSyndication Agent, including any and all modifications, extensions, renewals the Documentation Agent or refinancings thereof and including, without limitation, all principal, interest and other amounts due under the Senior Notes; (e) all sums advanced byAdministrative Agent to, or on behalf of, the Lender transfer or in connection with, any way affect or relating to, the Loan Agreement, the Senior Notes or the Pledged Stock including, without limitationmodify, any and all sums advanced to preserve the Pledged Stock, or to perfect the Lender’s security interest in the 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 the Lender of its rights, together with reasonable attorneys’ fees, expenses and court costs; (g) any indebtedness, obligation or liability of the Pledgor with respect to the 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 the Pledgor under or in connection with any interest rate swap, cap, collar or other hedging or derivative agreement, to which the Lender Collateral or any affiliate of the Lender is the counterparty, intended to mitigate interest rate risk, along with any other related agreement or instrument executed transaction in connection therewith; and (i) all costs incurred by the 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 defined below) and to maintain and preserve the Pledged Stock, with such costs including, without limitation, expenditures made by the 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 Article II 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 the 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)(1), which limits the capital treatment of subordinated debt during the five years immediately preceding the maturity date of the subordinated debt.

Pledge and Grant of Security Interests. The Pledgor hereby pledges, collaterally assigns, hypothecates and transfers to Collateral Agent, for the Lender ratable benefit of the Creditors, all Pledged Stock, together with appropriate undated assignments separate from the Certificates duly executed in blank, and hereby grants to and creates in favor of Collateral Agent, for the Lender ratable benefit of Creditors, continuing liens and security interests in the Pledged Stock as collateral security for for: (a) the due and punctual payment when due (whether at maturitypayment, performance and observance by acceleration or otherwise) in full Pledgor of all amounts due under the Senior Notes (as the same may be amended, restated, supplemented, modified, extended or replaced from time to time) in the aggregate face amount as of the date hereof of Twenty Million Five Hundred Thousand Dollars ($20,500,000) executed and delivered by the Pledgor to the Lender pursuant to the Loan AgreementObligations; (b) the due and punctual performance and observance by the Pledgor of all other Borrower’s Liabilities; (c) the due and punctual performance and observance by the 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 the 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 reasonable sums advanced by, or on behalf of, the Lender Collateral Agent and Creditors in connection with, with or relating to, the Loan Agreement, the Senior Notes to this Pledge Agreement or the Pledged Stock including, without limitation, any and all sums advanced to preserve the Pledged Stock, or to perfect the LenderCollateral Agent’s security interest lien in the Pledged Stock; (fc) 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 AgreementObligations, 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 the Lender Collateral Agent of its rights, together with reasonable attorneys’ fees, expenses and court costs; (g) any indebtedness, obligation or liability of the Pledgor to the 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 the Pledgor under or in connection with any interest rate swap, cap, collar or other hedging or derivative agreement, to which the Lender or any affiliate of the Lender is the counterparty, intended to mitigate interest rate risk, along with any other related agreement or instrument executed in connection therewith; and (id) all costs incurred by the Lender Collateral Agent to obtain, perfect, preserve and enforce the liens and security interests granted by this Pledge Agreement, the Loan Agreement and the other Loan Collateral Documents, to collect the Obligations Secured Hereby (as defined belowhereinafter defined) and to maintain and preserve the Pledged Stock, with such reasonable costs including, without limitation, reasonable expenditures made by the Lender Collateral Agent for attorneys’ fees and other reasonable legal expenses and expenses of collection, possession and sale of the Pledged Stock, together with interest on all such costs at the rate set forth in clause (ii) of the definition of “Post-Default Rate Rate” set forth in the Credit Agreement or the default rate as set forth in the Senior Notes, whichever is higher, on all such amounts; provided that if such interest exceeds the maximum amount permitted to be paid under applicable law, then such interest shall be reduced to such maximum permitted amount (the foregoing subsections (a) through (id) are collectively referred to herein as the “Obligations Secured Hereby”). Notwithstanding anything above in this Article II 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 the 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)(1), which limits the capital treatment of subordinated debt during the five years immediately preceding the maturity date of the subordinated debt.

Pledge and Grant of Security Interests. The Pledgor hereby pledges, collaterally assigns, hypothecates and transfers to the Lender all of the Pledged Stock, together with appropriate undated assignments separate from the Certificates duly executed in blank, and hereby grants to and creates in favor of the Lender liens and security interests in the Pledged Stock as collateral security for for: (a) the due and punctual payment when due (whether at maturity, by acceleration or otherwise) in full of all amounts due under the Senior Notes (as the same may be amended, restated, supplemented, modified, extended or replaced from time to time) in the aggregate face amount as of the date hereof of Twenty Million Five Hundred Thousand Dollars THIRTY MILLION FIVE HUNDRED THOUSAND DOLLARS ($20,500,00030,500,000) executed and delivered by the Pledgor to the Lender pursuant to the Loan Agreement; (b) the due and punctual performance and observance by the Pledgor of all other BorrowerPledgor’s Liabilities; (c) the due and punctual performance and observance by the 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 the 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, the 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 the Lender’s security interest in the 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 the Lender of its rights, together with reasonable attorneys’ fees, expenses and court costs; (g) any indebtedness, obligation or liability of the Pledgor to the 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 the Pledgor under or in connection with any interest rate swap, cap, collar or other hedging or derivative agreement, to which the Lender or any affiliate of the Lender is the counterparty, intended to mitigate interest rate risk, along with any other related agreement or instrument executed in connection therewithInterest Rate Protection Agreement; and (i) all costs incurred by the 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 defined belowhereinafter defined) and to maintain and preserve the Pledged Stock, with such costs including, without limitation, expenditures made by the 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 Article II 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 the 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)(1§250.166(e), which limits the capital treatment of subordinated debt during the five years immediately preceding the maturity date of the subordinated debt.

Pledge and Grant of Security Interests. The Pledgor hereby pledges, collaterally assigns, hypothecates and transfers to the Lender all Pledged Stock, together with appropriate undated assignments separate from the Certificates duly executed in blank, and hereby grants to and creates in favor of the Lender liens and security interests in the Pledged Stock as collateral security for (a) the due and punctual payment when due (whether at maturity, by acceleration or otherwise) in full of all amounts due under the Senior Notes (as the same may be amended, restated, supplemented, modified, extended or replaced from time to time) in the aggregate face amount as of the date hereof of Twenty Sixty-Five Million Five Hundred Thousand Dollars ($20,500,00065,000,000) executed and delivered by the Pledgor to the Lender pursuant to the Loan Agreement; (b) the due and punctual performance and observance by the Pledgor of all other Borrower’s Liabilities; (c) the due and punctual performance and observance by the 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 the 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, the 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 the Lender’s security interest in the 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 instalment 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 the Lender of its rights, together with reasonable attorneys’ fees, expenses and court costs; (g) any indebtedness, obligation or liability of the Pledgor to the 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 the Pledgor under or in connection with any interest rate swap, cap, collar or other hedging or derivative agreement, to which the Lender or any affiliate of the Lender is the counterparty, intended to mitigate interest rate risk, along with any other related agreement or instrument executed in connection therewithInterest Rate Protection Agreement; and (i) all costs incurred by the 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 defined belowhereinafter defined) and to maintain and preserve the Pledged Stock, with such costs including, without limitation, expenditures made by the 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 Article II Section 2 to the contrary, (i) the Pledged Stock shall not be collateral security for amounts outstanding under the Subordinated Debenture that are deemed to be Tier 2 Capital of the 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)(1§250.166(e), which limits the capital treatment of subordinated debt during the five years immediately preceding the maturity date of the subordinated debt, and (ii) the pledge, collateral assignment, hypothecation, transfer, grant and creation to and in favor of Lender contemplated in the first sentence of this Section 2 with respect to the outstanding capital stock of Piedmont Bank shall be of no force and effect until the consummation of the Piedmont Merger.”

Pledge and Grant of Security Interests. The (a) In order to secure the full and punctual payment of the Obligations in accordance with the terms thereof, the Pledgor hereby pledgespledges to and with the Administrative Agent for the ratable benefit of itself, collaterally assignsthe Banks, hypothecates the Syndication Agent and transfers the Documentation Agent and grants to the Lender all Pledged StockAdministrative Agent on behalf of itself, together with appropriate the Banks, the Syndication Agent and the Documentation Agent a security interest in the Collateral. (b) On any date on which the Pledgor desires to pledge Shares hereunder, the Pledgor shall deliver or cause to be delivered to the Administrative Agent or its nominee: (i) a Supplement to this Agreement in the form of Annex A hereto identifying such Shares; and (ii) certificates representing such Shares duly endorsed by the Pledgor or accompanied by undated assignments separate from the Certificates stock powers duly executed in blank, blank by the Pledgor and hereby grants to and creates in favor form appropriate in the judgment of the Lender liens Administrative Agent to transfer record ownership of such Shares to the Administrative Agent or its nominee. (c) On the First Pledge Date and security interests at such other times as may be required under Section 3.3(c), the Pledgor shall deliver or cause to be delivered to the Administrative Agent or its nominee certificates representing all of the issued and outstanding shares of the capital stock of the Borrower duly endorsed by the Pledgor or accompanied by undated stock powers duly executed in blank by the Pledgor and in form appropriate in the Pledged Stock as collateral security for (a) the due and punctual payment when due (whether at maturity, by acceleration or otherwise) in full of all amounts due under the Senior Notes (as the same may be amended, restated, supplemented, modified, extended or replaced from time to time) in the aggregate face amount as judgment of the date hereof Administrative Agent to transfer record ownership of Twenty Million Five Hundred Thousand Dollars such shares to the Administrative Agent or its nominee. ($20,500,000d) On each date, if any, on which a Parent Subsidiary Agreement shall have been executed and delivered by all of the parties thereto, the Pledgor shall deliver or cause to be delivered to the Lender pursuant to Administrative Agent or its nominee certificates representing all of the Loan Agreement; (b) issued and outstanding shares of the due and punctual performance and observance capital stock of the Parent Subsidiary party thereto in which the Pledgor has any right, title or interest duly endorsed by the Pledgor of all other Borrower’s Liabilities; (c) the due and punctual performance and observance or accompanied by undated stock powers duly executed in blank by the Pledgor and in form appropriate in the judgment of all the Administrative Agent to transfer record ownership of its agreements, obligations, liabilities and duties under this Pledge Agreement, the Loan Agreement and the other Loan Documents; (d) all amounts due such shares to the Lender under the Senior Notes, including any and all modifications, extensions, renewals Administrative Agent or refinancings thereof and including, without limitation, all principal, interest and other amounts due under the Senior Notes; its nominee. (e) all sums advanced byThe Security Interests are granted as security only and shall not subject the Banks, the Syndication Agent, the Documentation Agent or the Administrative Agent to, or on behalf of, the Lender transfer or in connection with, any way affect or relating to, the Loan Agreement, the Senior Notes or the Pledged Stock including, without limitationmodify, any and all sums advanced to preserve the Pledged Stock, or to perfect the Lender’s security interest in the 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 the Lender of its rights, together with reasonable attorneys’ fees, expenses and court costs; (g) any indebtedness, obligation or liability of the Pledgor with respect to the 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 the Pledgor under or in connection with any interest rate swap, cap, collar or other hedging or derivative agreement, to which the Lender Collateral or any affiliate of the Lender is the counterparty, intended to mitigate interest rate risk, along with any other related agreement or instrument executed transaction in connection therewith; and (i) all costs incurred by the 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 defined below) and to maintain and preserve the Pledged Stock, with such costs including, without limitation, expenditures made by the 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 Article II 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 the 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)(1), which limits the capital treatment of subordinated debt during the five years immediately preceding the maturity date of the subordinated debt.

Pledge and Grant of Security Interests. The Pledgor hereby pledges, collaterally assigns, hypothecates and transfers to the Lender all Pledged Stock, together with appropriate undated assignments separate from the Certificates duly executed in blank, and hereby grants to and creates in favor of the Lender liens and security interests in the Pledged Stock as collateral security for (a) the due and punctual payment when due (whether at maturity, by acceleration or otherwise) in full of all amounts due under the Senior Notes (as the same may be amended, restated, supplemented, modified, extended or replaced from time to time) in the aggregate face amount as of the date hereof of Twenty Twelve Million Five Hundred Thousand Dollars ($20,500,00012,000,000) executed and delivered by the Pledgor to the Lender pursuant to the Loan Agreement; (b) the due and punctual performance and observance by the Pledgor of all other Borrower’s 's Liabilities; (c) the due and punctual performance and observance by the 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 the 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, the 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 the Lender’s 's security interest in the 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 the Lender of its rights, together with reasonable attorneys’ ' fees, expenses and court costs; (g) any indebtedness, obligation or liability of the Pledgor to the 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 the Pledgor under or in connection with any interest rate swap, cap, collar or other hedging or derivative agreement, to which the Lender or any affiliate of the Lender is the counterparty, intended to mitigate interest rate risk, along with any other related agreement or instrument executed in connection therewithInterest Rate Protection Agreement; and (i) all costs incurred by the 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 defined belowhereinafter defined) and to maintain and preserve the Pledged Stock, with such costs including, without limitation, expenditures made by the 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”"OBLIGATIONS SECURED HEREBY"). Notwithstanding anything above in this Article II 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 the 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)(1ss.250.166(e), which limits the capital treatment of subordinated debt during the five years immediately preceding the maturity date of the subordinated debt.

Pledge and Grant of Security Interests. The Pledgor hereby pledges, collaterally assigns, hypothecates and transfers to Administrative Agent, for the Lender benefit of Lenders, all Pledged Stock, together with appropriate undated assignments separate from the Certificates duly executed in blank, and hereby grants to and creates in favor of Administrative Agent, for the Lender liens benefit of Lenders, Liens and security interests in the Pledged Stock as collateral security for for: (a) the due and punctual payment when due (whether at maturitypayment, performance and observance by acceleration or otherwise) in full Pledgor of all amounts due under the Senior Notes (as the same may be amended, restated, supplemented, modified, extended or replaced from time to time) in the aggregate face amount as of the date hereof of Twenty Million Five Hundred Thousand Dollars ($20,500,000) executed and delivered by the Pledgor to the Lender pursuant to the Loan AgreementObligations; (b) the due and punctual performance and observance by the Pledgor of all other Borrower’s Liabilities; (c) the due and punctual performance and observance by the Pledgor of all of its agreements, obligations, liabilities and duties under this Pledge Agreement, the Loan Credit Agreement and the other Loan Documents; (d) all amounts due to the 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; (ec) all sums advanced by, or on behalf of, the Lender Administrative Agent and Lenders in connection with, or relating to, the Loan Credit Agreement, this Pledge Agreement, the Senior Notes other Loan Documents or the Pledged Stock including, without limitation, any and all sums advanced to preserve the Pledged Stock, or to perfect the LenderAdministrative Agent’s security interest Lien in the Pledged Stock; (fd) in the event of any proceeding to enforce the satisfaction of the obligationsObligations, or any of them, or to preserve and protect their rights under the Loan Credit Agreement, the Senior Notes, this Pledge Agreement or any other agreement, document or instrument relating to the transactions contemplated in the Loan Credit 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 the Lender Administrative Agent of its rights, together with reasonable attorneys’ fees, expenses and court costs; (g) any indebtedness, obligation or liability of the Pledgor to the 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 the Pledgor under or in connection with any interest rate swap, cap, collar or other hedging or derivative agreement, to which the Lender or any affiliate of the Lender is the counterparty, intended to mitigate interest rate risk, along with any other related agreement or instrument executed in connection therewith; and (ie) all costs incurred by the Lender Administrative Agent to obtain, perfect, preserve and enforce the liens Liens and security interests granted by this Pledge Agreement, the Loan Credit Agreement and the other Loan Documents, to collect the Obligations Secured Hereby (as defined belowhereinafter defined) and to maintain and preserve the Pledged Stock, with such costs including, without limitation, expenditures made by the Lender Administrative Agent for attorneys’ fees and other legal expenses and expenses of collection, possession and sale of the Pledged Stock, together with interest Default Interest on all such costs at the Default Rate amounts (the foregoing subsections (a) through (ie) are collectively referred to herein as the “Obligations Secured Hereby”). Notwithstanding anything above in this Article II 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 the 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)(1), which limits the capital treatment of subordinated debt during the five years immediately preceding the maturity date of the subordinated debt.

Pledge and Grant of Security Interests. The Pledgor hereby pledges, collaterally assigns, hypothecates and transfers to the Lender all Pledged Stock, together with appropriate undated assignments separate from the Certificates duly executed in blank, and hereby grants to and creates in favor of the Lender liens and security interests in the Pledged Stock as collateral security for (a) the due and punctual payment when due (whether at maturity, by acceleration or otherwise) in full of all amounts due under the Notes evidencing the Senior Notes Loans (as the same such Notes may be amended, restated, supplemented, modified, extended or replaced from time to time) in the aggregate face amount as of the date hereof of Twenty Forty Million Five Hundred Thousand Dollars ($20,500,00040,000,000) executed and delivered by the Pledgor to the Lender pursuant to the Loan Agreement; (b) the due and punctual performance and observance by the Pledgor of all other Borrower’s Liabilities; (c) the due and punctual performance and observance by the 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 the 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, the 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 the Lender’s security interest in the 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 the Lender of its rights, together with reasonable attorneys’ fees, expenses and court costs; (g) any indebtedness, obligation or liability of the Pledgor to the 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 the Pledgor under or in connection with any interest rate swap, cap, collar or other hedging or derivative agreement, to which the Lender or any affiliate of the Lender is the counterparty, intended to mitigate interest rate risk, along with any other related agreement or instrument executed in connection therewithInterest Rate Protection Agreement; and (i) all costs incurred by the 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 defined belowhereinafter defined) and to maintain and preserve the Pledged Stock, with such costs including, without limitation, expenditures made by the 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 Article II 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 the 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)(1§250.166(e), which limits the capital treatment of subordinated debt during the five years immediately preceding the maturity date of the subordinated debt.”

Pledge and Grant of Security Interests. The Pledgor hereby pledges, collaterally assigns, hypothecates and transfers to the Lender Bank all Pledged Stock, together with appropriate undated assignments separate from the Certificates duly executed in blank, and hereby grants to and creates in favor of the Lender Bank liens and security interests in the Pledged Stock as collateral security for (ai) the due and punctual payment when due (whether at maturity, by acceleration or otherwise) in full of all amounts due under the Senior Notes (as the same may be amended, restated, supplemented, modified, extended or replaced from time to time) Term Promissory Note in the aggregate face amount as of the date hereof of Twenty Fifteen Million Five Hundred Thousand Dollars ($20,500,00015,000,000.00) executed and delivered by the Pledgor Borrower to the Lender Bank pursuant to the Loan Agreement; (bii) the due and punctual performance and observance by the Pledgor Obligors of all other Borrower’s Liabilitiestheir respective agreements, obligations, liabilities and duties under the Loan Documents, including, without limitation the Loan Agreement and the Guaranty; (ciii) the due and punctual performance and observance by the Pledgor of all of its agreements, obligations, liabilities and duties under this Pledge Collateral Assignment Agreement, the Loan Agreement and the other Loan Documents; (div) all amounts debts, obligations or liabilities of every kind and description of any one or more of the Obligors to Bank, now due or to become due, direct or indirect, absolute or contingent, presently existing or hereafter arising, joint or several, secured or unsecured, whether for payment or performance, regardless of how the Lender under the Senior Notessame arise or by what instrument, including agreement or book account they may be evidenced, or whether evidenced by any and all modificationsinstrument, extensionsagreement or book account, renewals or refinancings thereof and including, without limitation, all principalloans (including any loan by renewal or extension), interest and other amounts due under the Senior Notes; (e) all sums advanced byoverdrafts, or on behalf of, the Lender in connection with, or relating to, the Loan Agreement, the Senior Notes or the Pledged Stock including, without limitation, any all guarantees and all sums advanced to preserve the Pledged Stockother evidences of indebtedness, howsoever owned, held or to perfect the Lender’s security interest in the 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 acquired by the Lender of its rights, together with reasonable attorneys’ fees, expenses and court costs; (g) any indebtedness, obligation or liability of the Pledgor to the 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 the Pledgor under or in connection with any interest rate swap, cap, collar or other hedging or derivative agreement, to which the Lender or any affiliate of the Lender is the counterparty, intended to mitigate interest rate risk, along with any other related agreement or instrument executed in connection therewithBank; and (iv) all costs incurred by the Lender Bank to obtain, perfect, preserve and enforce the liens and security interests granted by this Pledge Collateral Assignment Agreement, the Loan Agreement and the other Loan Documents, to collect the Obligations Secured Hereby (as defined belowhereinafter defined) and to maintain and preserve the Pledged StockCollateral, with such costs including, without limitation, including but not limited to expenditures made by the Lender Bank for reasonable attorneys’ ' fees and other legal expenses and expenses of collection, possession and sale of the Pledged StockCollateral, together with interest on all such costs at the Default Rate (the foregoing subsections (a) through i), (iii), (iii), (iv), and (v) are collectively referred to herein as the “"Obligations Secured Hereby”"). Notwithstanding anything above in this Article II 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 the 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)(1), which limits the capital treatment of subordinated debt during the five years immediately preceding the maturity date of the subordinated debt.