This agreement is made and entered into this _______________ Day of ____________________ by Commerce Bank, N.A. (The Depository), ___________________________________________________________________________________
(the "Pledgor") and ________________________________________________________________________________(the "Pledgee") in order to set forth the terms and conditions which shall be applicable to all securities pledged by the Pledgor and deposited with the
Depository as hereinafter set forth.
1. The Depository will hold for the account of the Pledgee and subject to its order and direction such securities which the Pledgor shall deposit with the Depository accompanied by written instructions from the Pledgor to the Depository that such securities are pledged to the Pledgee as contemplated by this Agreement. Any securities so deposited by the Pledgor shall be payable to bearer or registered in a form acceptable by the Depository. Securities registered in the name of the Pledgor shall be endorsed in blank thereon or on a power attached thereto by the Pledgor, with the signature guaranteed by a bank or trust company or a member firm of a national security exchange. Securities with missing endorsements will not be acceptable for pledging until properly endorsed. These securities will then be re-registered in the nominee name of the depository or converted to book entry when eligible.
2. The securities may not be held by the Depository in the same form as received by the Depository. The Depository will issue to the Pledgee, non-negotiable receipts evidencing the receipt of the securities deposited hereunder and the Depository will, at reasonable intervals, preferably monthly, issue to the Pledgee and Pledgor a statement of the securities held hereunder as of the statement date. No securities shall be released by the Depository to the Pledgor and no securities shall be accepted in substitution or securities pledged hereunder except upon the instructions of the Pledgee. The Pledgor shall be entitled to receive principal, interest and other amounts as they from time to time are paid. In the event that the Pledgor defaults on its obligations to the Pledgee, and written notice of any such default is delivered to the Pledgee to the Depository, the Depository will transfer and deliver the securities to or upon the order of the Pledgee and the right of the Pledgor to receive payments as provided for hereunder shall immediately terminate. The Pledgor agrees that the Depository shall be fully protected in delivering securities solely upon the instructions of the Pledgee and shall be released from any liability to the Pledgor with respect to securities so delivered.
3. The Depository's duties and responsibility shall be limited to those expressly set forth in this Agreement and this Agreement may not be modified or amended without the prior written agreement of the Depository. The Depository shall be fully protected in acting upon written or at the Depository's option, recorded telephonic instructions which it in good faith believes to be genuine and from a properly authorized person, whether or not that is in fact the case. The Depository shall have no responsibility for the value, validity, regularity and genuineness of any of the securities, any endorsement thereon or the effectiveness of any pledge of the securities by the Pledgor to the Pledgee or to notify the Pledgee of any payments made with respect to any securities. The Depository shall be entitled to rely on the advice of counsel (including counsel who are employees of the Depository) concerning all matters pertaining to the duties of the Depository hereunder or relating hereto. Neither the Depository nor any of its directors, officers, employees or agents shall be liable for any action or omission to be taken hereunder at the request or with the approval of the Pledgee or believed by it in good faith to be within the powers conferred on it hereunder. If any securities held by the depository are at any time attached, garnished or become subject to similar processes or any order or decree issued by the court, the Depository may in its sole discretion rely upon and comply with such process, order or decree which it is advised by legal counsel is binding upon it and the Depository shall not be liable to either the Pledgor or Pledgee by reason of such compliance even though such process order or decree may be subsequently reversed, modified, annulled or vacated. Also, in the event of conflicting demands upon the Depository, the Depository is authorized to withhold performance until such time as such conflicting demands shall have been withdrawn or the rights of the parties shall have been settled by court adjudication or otherwise. The Pledgor shall from time to time certify to the Depository the names and signatures of the officials or other persons authorized to give instructions with respect to the securities and the Depository may conclusively rely thereon. All written communications to the Depository to the Pledgor or Pledgee as the case may be, shall be deemed to have been given when delivered personally or mailed to the Pledgor or Pledgee at their address then shown in the Depository's records or at such address as the Pledgor or the Pledgee may designate in writing to the Depository.
4. The Depository shall be entitled to receive fees in accordance with its schedule or compensation as in effect from time to time (provided that no increase in such fees shall become effective until 30 days after the Depository shall have mailed to the Pledgor notice of such increase) and shall be entitled to be reimbursed for all costs and expenses (including reasonable attorney's fees and court costs) incurred in connection with any transactions hereunder or any legal proceedings to which the Depository may be subject by reason of it acting as Depository hereunder. The Depository shall have a prior lien on all securities deposited hereunder for the reimbursement of all such fees, charges and other expenses. The Pledgor agrees to pay and reimburse the Depository for all such fees, costs and expenses and the Depository is authorized at any time and without notice to charge any account of the Pledgor for the same.
5. The depository may resign hereunder at any time upon delivery of five days prior written notice to the Pledgor and Pledgee and upon such resignation becoming effective, the Depository is irrevocably authorized to deliver all the securities then held by it hereunder to or upon the order of the Pledgee and upon such delivery, this Agreement shall terminate as to the Depository and the Depository shall be fully discharged from all liability to the Pledgor and Pledgee.
6. While it is contemplated that the Pledgor and Pledgee may enter into separate pledge agreements respecting the securities held hereunder, nevertheless, by the execution hereof the Pledgor agrees that the Pledgee shall have a security interest under the Illinois Uniform Commercial Code in all securities held by the Depository for the account of the Pledgee as herein contemplated as security for the payment of all deposit liabilities of Pledgor to Pledgee. This security interest shall be supplementary to, and not exclusive of, any other security interest, rights or remedies which the Pledgee may now or hereafter have whether by operation of law, by agreement or otherwise, with respect to such securities, provided that the Depository shall have no responsibility to ascertain or to comply with any of the same.
__________________________________________________ __________________________________________________
Pledgor Pledgee
__________________________________________________ __________________________________________________
By _______________________________________________ By _______________________________________________
Its _______________________________________________ Its _______________________________________________
Address __________________________________________ Address ___________________________________________
__________________________________________________ __________________________________________________
Tax Identification Number___________________________ Tax Identification Number __________________________
Safekeeping Account Number _______________________ Safekeeping Account Number _________________________
Demand Deposit Account Number ___________________ Demand Deposit Account Number______________________
This certifies that this pledge agreement has been approved by the Pledgor's Board of Directors or its Loan Committee and has been documented in the minutes of the above indicated meeting held on the ___________day of ______________, ________ .
By _______________________________________________
Its _______________________________________________
Accepted by
__________________________________________________
Bank
__________________________________________________
By
__________________________________________________
Its
__________________________________________________
Address
__________________________________________________
(Res. 99-29, passed 11-17-99)