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Page 1: MULTIPLE PARTY PLEDGE AGREEMENT - Hidalgo …agenda.hidalgocounty.us/docs/2014/CC/20140930_2434/46691... · Web viewMULTIPLE PARTY PLEDGE AGREEMENT THIS MULTIPLE PARTY PLEDGE AGREEMENT

MUNICIPAL

MULTIPLE PARTY PLEDGE AGREEMENT

THIS MULTIPLE PARTY PLEDGE AGREEMENT (the “Agreement”) is made as of September 30, 2014 between Lone Star National Bank (the “Bank”), having its principal place of business at McAllen, Texas; Lone Star Investment Sub-Nevada, Inc. (the “Pledgor”), a wholly owned subsidiary of Bank, having its principal place of business at Las Vegas, Nevada; County of Hidalgo (the “Pledgee”) and Wells Fargo Bank, N.A. (“Custodian”).

WHEREAS, the Bank is either obligated to pay certain indebtedness or to perform certain obligations or intends to issue certain obligations (the “Obligations”) to the Pledgee under terms requiring that the payment of the amounts or the performance specified by the Obligations be secured by collateral maintained by the Pledgor in safekeeping with the Custodian; and

WHEREAS, Pledgor wishes to pledge certain assets to secure the Obligations made by the Bank to the Pledgee; and

WHEREAS, the Custodian and Pledgor have previously entered into an agreement whereby Custodian will provide custody services for certain assets owned by Pledgor and Custodian currently offers to its eligible customers pledge services; and

WHEREAS, the Pledgor intends to utilize the pledge services offered by the Custodian;

NOW, THEREFORE, in consideration of their mutual agreements herein contained, the parties hereto agree as follows:

Section 1 DEFINITIONS. Certain words and terms as used in this Agreement shall have the meanings given them by the definitions in this Section 1, and such definitions shall be equally applicable to both the singular and plural forms of any of the words and terms herein defined.

(a) “Obligations” means the Bank is either obligated to pay certain indebtedness or to perform certain obligations or intends to issue certain Obligations to Pledgee.

(b) “Collateral” means, without limitation, securities owned by Pledgor and eligible for safekeeping at the Custodian.

Section 2 DELIVERY OF COLLATERAL INTO CUSTODY OF THE CUSTODIAN.

(a) The Pledgor agrees to deliver, from time to time, to the Custodian certain Collateral securing Bank’s Obligations. The Pledgor agrees that the Collateral shall be (i) as defined by Section 1(b) hereof that have been pledged to secure the Obligations and (ii) all proceeds of any pledged Collateral as defined in Section 7 of this Agreement. As security for all Obligations of the Bank, the Pledgor grants and conveys to the Pledgee a security interest in the Collateral held under this Agreement. The Pledgor further agrees that it shall, at such times as may be specified by the Custodian, provide the Custodian with such duly executed endorsements and release forms or other documents as the Custodian may deem necessary to enable the Custodian to transfer the Collateral pursuant to this Agreement.

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(b) The Custodian agrees to accept and to hold as a bailee for the benefit of the Pledgee, Collateral specifically pledged to it by Pledgor under this Agreement and identified as such to the Custodian in accordance with Section 3 of this Agreement.

Section 3 GRANT AND ACKNOWLEDGMENT OF SECURITY INTERESTS.

By entering into this Agreement, the Pledgor intends to grant and convey to the Pledgee a security interest in the Collateral held under this Agreement. The Pledgor shall give notice to the Custodian as Bailee for the Pledgee that specifically identified assets constitute Collateral for repayment of specified obligations. From the date of such notification until notified pursuant to Section 8 of this Agreement of payment of a specified Obligation, the Custodian agrees to hold the specifically identified Collateral for the benefit of the specified Pledgee and to exercise during such period the standard of care set forth in Section 6 of this Agreement.

Section 4 REPRESENTATIONS, WARRANTIES, AND COVENANTS. The Pledgor and Bank represent, warrant, covenant and agree that:

(a) The Bank’s Obligations and agreements used in connection with such Obligations will at all times comply with all applicable laws and regulations, including without limitation, all applicable rules and regulations of any appropriate federal or state regulatory agency.

(b) All Collateral delivered to the Custodian under this Agreement (i) is genuine, (ii) is Collateral as defined in Section 1(b) of this Agreement, (iii) qualifies as Collateral for the Obligations under applicable law, and (iv) is free and clear of any pledge, security interest, lien, charge or encumbrance, except as provided for under this Agreement.

(c) The Pledgor will not withdraw or substitute Collateral pledged under this Agreement, except as provided in Section 8 of this Agreement.

(d) Prior to pledging any Collateral in connection with this Agreement, Pledgor will deliver to the Custodian such executed forms for the transfer of Collateral delivered under this Agreement and such other forms as the Custodian may from time to time request.

(e) The Bank’s Obligations have been authorized and approved by all requisite corporate, and Bank action, and Pledgor has full power and lawful authority to pledge and to assign and deliver Collateral in the manner and form required under this Agreement.

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Section 5 AUTHORIZED INDIVIDUALS. The following persons who are officers or employees of Bank, Pledgor and Pledgee are authorized to do all things necessary under this Agreement, Bank, Pledgor and Pledgee agree to furnish Custodian a new list of authorized individuals in the event of any change in the then present authorized individuals. Until such new list is received, Custodian may fully rely on the instructions of such present authorized individuals.

Bank

Vipul Patel SVP (Name) (Title) (Signature)

David M. Penoli EVP, COO (Name) (Title) (Signature)

Pledgor

Larry M. Wood President, Secretary (Name) (Title) (Signature)

Joshua C. Miller Treasurer (Name) (Title) (Signature)

Pledgee

Norma G. Garcia Hidalgo County Treasurer (Name) (Title) (Signature)

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Section 6 CUSTODIAN’S STANDARD OF CARE. The Custodian agrees to exercise reasonable care in the retention and protection of Collateral pledged under this Agreement, but any liability on its part for loss or damage to any such Collateral shall be limited to the market value of such Collateral on the date of the discovery of such loss. The Custodian makes no representations and shall have no responsibility, under any circumstances, to ascertain whether Pledgee’s security interest in the Collateral is valid or perfected or as to the validity or sufficiency of the pledged Collateral. The Custodian makes no representations and shall have no responsibilities beyond the terms of this Agreement in the event of the application of any bankruptcy, insolvency, or similar laws affecting Pledgee’s rights generally or the rights of Pledgee or of the Pledgor. Neither the Custodian nor any of its directors, officers, or employees shall be liable for any loss resulting from any action taken or omitted under this Agreement or in connection with this Agreement unless such loss is caused by its or their gross negligence, bad faith or willful misconduct. In no event shall Custodian be liable for any special, indirect or consequential damages or the action or inaction of any securities depository or Federal Reserve Bank book-entry system.

Section 7 COLLECTION BY CUSTODIAN.

(a) The Custodian shall continue to have an obligation to Pledgor or Pledgee to collect or to attempt to collect any interest, dividends, and proceeds of sale or other moneys due and collectible on or with respect to any of the Collateral pledged under this Agreement. Unless otherwise directed by the Pledgor or otherwise required under paragraph (b) of this Section 7, the Custodian shall accept such principal, interest, dividends, and other moneys as are tendered to it arising from the Collateral deposited under this Agreement, and shall transfer such funds by credit directly to an account of the Pledgor maintained with the Custodian.

(b) The Custodian shall hold moneys arising from the Collateral in an account of the Pledgor with the Custodian and the Custodian shall indicate in its records that such moneys represent Collateral and shall be held on behalf of the Pledgee. Upon the written request of the Pledgor to the Custodian, funds shall be transferred from such account to an account of the Pledgor held with the Custodian. Such transfers shall be subject to the prior written consent of the Pledgee, which shall not be unreasonably withheld, and shall be limited to one such transfer in any month. Requests for such transfers shall be made within the first five (5) business days of any such month. The Custodian shall not be liable to any person, including Pledgee, for any interest, dividends, proceeds of sale and other moneys (including without limitation, payments of principal), as are tendered directly to and received by the Pledgor.

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Section 8 RELEASE OF SECURITIES.

(a) The Custodian agrees to comply with the written instructions of the Pledgor and Bank with regard to the release and delivery of Collateral delivered by the Pledgor under this Agreement, provided that those instructions are consistent with the terms of this Agreement and are made in writing by duly authorized officers or employees of both the Pledgor and Bank. Notwithstanding the foregoing, except for the substitution of Collateral, as provided in paragraph (b) of this Section 8, the Custodian shall release Collateral from safekeeping under this Agreement only with the prior written consent of Pledgee and upon the receipt by the Custodian of a written certification by the Pledgor and Bank that no Obligation secured by the Collateral to be released is unpaid and outstanding, or has been automatically renewed, which certification shall be in the form attached to this Agreement as Exhibit A or such other form as may from time to time be required by the Custodian;

(b) The Pledgor and Bank may, from time to time, with the prior written consent of the Pledgee:

(i) Withdraw Collateral held by the Custodian under this Agreement, provided that the Custodian receives written certification by the Pledgor and Bank, consented to by the Pledgee in the form attached to this Agreement as Exhibit B; and

(ii) Substitute Collateral for Collateral of an equal or lesser market value held by the Custodian under this Agreement, provided that the Custodian receives written certification by the Pledgor and Bank, consented to by the Pledgee in the form attached to this Agreement as Exhibit C.

(c) In consenting to substitutions or withdrawals of Collateral under this Agreement, the Custodian may rely on a certification of market value provided by the Pledgor, and shall be under no obligation to independently ascertain the market value of either the Collateral it holds or of any Collateral that the Pledgor may provide as a substitute.

(d) Upon the release or substitution of Collateral under this Section 8, the Custodian shall within seven (7) days execute and deliver to the Pledgor such endorsements or other instruments of transfer as may be necessary to remove the lien of this Agreement from the Collateral that have been released or for which substitution has been made. The delivery to the Pledgor or its designee of any Collateral withdrawn from safekeeping under this Agreement in compliance with this Section 8 shall constitute a complete release and discharge of the Custodian from all responsibility for, or liability to, any person, including Pledgee, with respect to the Collateral so released.

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Section 9 INDEMNIFICATION.

(a) The Custodian shall not be liable for any costs, expenses, damages, liabilities or claims, including counsel fees (collectively, “Losses”), resulting from its action or inaction in connection with this Agreement, including Losses which are incurred by reason of any action or inaction by the Book-Entry System, any Clearing Corporation or Trust Receipt Issuer, or their successors or nominees, except for those Losses arising out of the Custodians gross negligence, bad faith or willful misconduct. In no event shall the Custodian be liable to the Pledgee, the Pledgor, the Bank or any third party for special, indirect or consequential damages, or lost profits or loss of business, arising under or in connection with this Agreement. The Custodian may, with respect to questions of law, apply for and obtain the advice and opinion of counsel (at Custodian’s own cost), and shall be fully protected with respect to anything done or omitted by it in good faith in conformity with such reasonable advice or opinion.

(b) The Pledgor agrees to indemnify the Custodian and to hold it harmless against any and all Losses (including claims by the Pledgee or the Pledgor) which are sustained by the Custodian as a result of the Custodian’s action or inaction in connection with this Agreement except those Losses arising out of the Custodian’s gross negligence, bad faith, or willful misconduct.

(c) To the extent allowable by law, the Pledgee agrees to indemnify the Custodian and to hold it harmless against any and all Losses which are sustained by the Custodian by reason of or as a result of (i) any gross negligence, bad faith or willful misconduct by Pledgee in any way relating to, or arising from, this Agreement or transactions under this Agreement and (ii) any action taken or omitted by the Custodian pursuant to Pledgee’s oral or written instructions. Notwithstanding the foregoing, the Pledgee shall not indemnify the Custodian for those Losses arising out of the events described above which result from the Custodians gross negligence, bad faith or willful misconduct.

(d) If the Pledgor is required to pay any amounts to the Custodian pursuant to Section 9(b) above for which the Pledgee is liable under Section 9(c), then the Pledgee shall, upon demand by the Pledgor, promptly reimburse Pledgor for all such amounts.

(e) It is expressly understood and agreed that the Custodian’s right to indemnification under this Agreement shall be enforceable, to the extent allowable by law, against the Pledgee and/or the Pledgor directly, without any obligation to first proceed against any third party for whom they may act, and irrespective of any rights or recourse that the Pledgee or the Pledgor may have against any such third party. This indemnity shall be a continuing obligation of the Pledgee and the Pledgor notwithstanding the termination of any transactions or of this Agreement.

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Section 10 NOTICES. Unless otherwise mutually agreed to by the Custodian, the Pledgor, the Pledgee, and the Bank all notices and communications provided for hereunder shall be in writing and (i) delivered by hand; (ii) mailed by first-class, registered or certified mail, postage prepaid or; (iii) sent by facsimile addressed as follows:

(a) If to the Custodian,Wells Fargo Bank, N.A.733 Marquette Avenue SMinneapolis, MN 55479Attn: Kevin HummelFacsimile No.:(612) 316-3403

(b) If to the Pledgor, Lone Star Investment Sub-Nevada, Inc. 101 Convention Center Drive, Suite 850Las Vegas, Nevada 89109ATTN: Joshua C. MillerFacsimile No.:(702) 598-3651

(c) If to the Bank, Lone Star National Bank520 E. Nolana AvenueMcAllen, TX 78504ATTN: Vipul PatelFacsimile No.:(956) 984-2848

(d) If to the Pledgee, County of Hidalgo2810 South Business Hwy 281Edinburg, Texas 78539-6243ATTN: Norma G. GaricaFacsimile No.: (956) 318-2507

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Section 11 TERMINATION. This Agreement may be terminated at any time by any party upon not less than seven (7) days written notice delivered to the other parties, subject to such further requirements as may be imposed by law; provided, however, that the Custodian’s responsibilities under this Agreement shall survive the termination of this Agreement, but only for such time as the separate custody agreement between the Pledgor and the Custodian remains in effect. Upon termination, the parties agree to take such actions and execute such documents as shall be necessary to effect the same until completion of the transfer of all collateral to a substitute custodian or the return of all collateral to the Pledgee, whichever is applicable. Notwithstanding the preceding sentence, the obligations of the Pledgor, the Pledgee and the Bank to indemnify the Custodian under Section 9 shall survive the termination of this Agreement until the expiration of all statutes of limitations applicable to any claims or causes of action for which indemnification is provided under Section 9.Section 12 WAIVER. The waiver by a party of any right under this Agreement or of any failure to perform or breach by a party shall not be deemed as a waiver of any other right hereunder or of any other breach or failure by such party, whether of a similar nature or otherwise.

Section 13 GOVERNING LAW. This Agreement is subject to and governed by the law of the State of Texas. The parties hereby consent to the jurisdiction of a state or federal court situated in Texas in connection with any dispute arising hereunder.

Section 14 SEVERABILITY. If any provision of this Agreement is or becomes illegal, unenforceable, or void, the remaining provisions shall nonetheless continue in full force and effect without being impaired or invalidated in any way

Section 15 HEADINGS. The section headings in this Agreement are for convenience only and they shall in no way expand, modify, define or limit any of the terms of it.

Section 16 INTEGRATION: MODIFICATION. This Agreement and any Amendments or supplements to it shall constitute the entire agreement between the parties. No modification, rescission, waiver, release, annulment, or assignment of any part of this Agreement shall be effective unless executed in writing by all parties or their successors.

IN WITNESS WHEREOF, Bank, Pledgor, Pledgee and the Custodian, each acting through its respective authorized representatives, have executed this Agreement as of _________________, 2014.

Lone Star National Bank Lone Star Investment Sub-Nevada, Inc

By: By: Vipul Patel Joshua C. Miller

Date: Date:

Wells Fargo Bank, N.A. County of Hidalgo

By: By: Kellie Stulc Ramon Garcia, County Judge

Date: Date:

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EXHIBIT A

CERTIFICATE RELATING TORELEASE OF COLLATERAL

The undersigned duly authorized officers of Lone Star Investments Sub-Nevada, Inc. (the “Pledgor”) and Lone Star National Bank (the “Bank”), in accordance with Section 8 of the Multiple Party Pledge Agreement dated _____________________, 2014 (the “Pledge Agreement”), between the “Pledgor”, the “Bank”, the “Pledgee” and Wells Fargo Bank, N.A. (the “Custodian”), hereby requests the release of the following Collateral, held in safekeeping by the Custodian under the Pledge Agreement;

Government and Agency Securities Collateral and Other Securities Collateral

Issuer/Description CUSIP # Original Amount

CurrentUnpaid Principal

Current MarketValue

TOTALS

Other Eligible Collateral and Additional Collateral

Issuer/Description CUSIP # Original Amount

CurrentUnpaid Principal

Current MarketValue

TOTALS

In connection with such request for release, the undersigned, hereby certifies that the Obligations (as defined in the Pledge Agreement) have been paid in full by the Bank and are no longer unpaid and outstanding, nor have such Obligations been automatically renewed.

A-1

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The Pledgor requests that the aforesaid Collateral be delivered immediately to:

Upon delivery of the Collateral in accordance with this Certificate, the Custodian shall be completely released and discharged from all responsibility for and liability to any person with respect to said Collateral.

Lone Star Investments Sub-Nevada, Inc. Lone Star National Bank (Pledgor) (Bank)

By: By: (Name) (Name)

(Title) (Title)

By: By: (Name) (Name)

(Title) (Title)

DATED: DATED:

A-2

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CONSENT FOR RELEASE OF COLLATERAL

Lone Star Investments Sub-Nevada, Inc. (Pledgee)

By: (Name)

(Title)

RECEIPT

Receipt of the foregoing Certificate is acknowledged this ____ day of _______________, 20___.

Wells Fargo Bank, N.A. (Name of Custodian)

By: (Name)

(Title)

A-3

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EXHIBIT B

CERTIFICATE RELATING TO WITHDRAWAL OF COLLATERAL

The undersigned duly authorized officers of Lone Star Investments Sub-Nevada, Inc. (the “Pledgor”) Lone Star National Bank(the “Bank”), in accordance with Section 8 of the Multiple Party Pledge Agreement dated ____________________, 2014 (the “Pledge Agreement”), between the “Pledgor”, the “Bank”, the “Pledgee” and Wells Fargo Bank, N.A. (the “Custodian”), hereby requests the withdrawal of the following Collateral, held in safekeeping by the Custodian under the Pledge Agreement;

Government and Agency Securities Collateral and Other Securities Collateral

Issuer/Description CUSIP # Original Amount

CurrentUnpaid Principal

Current MarketValue

TOTALS

Other Eligible Collateral and Additional Collateral

Issuer/Description CUSIP # Original Amount

CurrentUnpaid Principal

Current MarketValue

TOTALS

In connection with such request to withdraw, the undersigned, certifies that the market value of the remaining Collateral equals or exceeds the collateral maintenance level of the outstanding Obligations.

B-1

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The Pledgor requests that the aforesaid Collateral to be released be delivered immediately to:

Upon delivery of the Collateral in accordance with this Certificate, the Custodian shall be completely released and discharged from all responsibility for and liability to any person with respect to said Collateral:

Lone Star Investments Sub-Nevada, Inc. Lone Star National Bank (Pledgor) (Bank)

By: By: (Name) (Name)

(Title) (Title)

By: By: (Name) (Name)

(Title) (Title)

DATED: DATED:

B-2

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CONSENT FOR WITHDRAWAL OF COLLATERAL

Lone Star Investments Sub-Nevada, Inc. (Pledgee)

By: (Name)

(Title)

RECEIPT

Receipt of the foregoing Certificate is acknowledged this _____day of ______________, 20___.

Wells Fargo Bank, N.A. (Name of Custodian)

By: (Name)

(Title)

B-3

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EXHIBIT C

CERTIFICATE RELATING TO RELEASEAND SUBSTITUTION OF COLLATERAL

The undersigned duly authorized officers of Lone Star Investments Sub-Nevada, Inc. (the “Pledgor”), and Lone Star National Bank (the “Bank”), in accordance with Section 8 of the Multiple Party Pledge Agreement dated ____________________, 2014 (the “Pledge Agreement”), between the “Pledgor”, the “Bank”, the “Pledgee” and Wells Fargo Bank, N.A. (the “Custodian”), hereby requests the release of the following Collateral, held in safekeeping by the Custodian under the Pledge Agreement:

Government and Agency Securities Collateral and Other Securities Collateral

Issuer/Description CUSIP # Original Amount

CurrentUnpaid Principal

Current MarketValue

TOTALS

Other Eligible Collateral and Additional Collateral

Issuer/Description CUSIP # Original Amount

CurrentUnpaid Principal

Current MarketValue

TOTALS

C-1

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Pledgor and Bank hereby requests substitution of the following securities for the securities to be released:

Government and Agency Securities Collateral

(1)

Issuer

(2)

Cusip #

(3)

Coupon

(4)

Due DateOriginalAmount

Current UnpaidPrincipal

CurrentMarket Value

Total Numberof Securities

TotalPar Value

Total CurrentUnpaid Principal

Total CurrentMarket Value

Other Securities Collateral

(1)

Issuer

(2)

Cusip #

(3)

Coupon

(4)

Due DateOriginalAmount

Current UnpaidPrincipal

CurrentMarket Value

Total Numberof

TotalPar Value

Total CurrentUnpaid Principal

Total CurrentMarket

C-2

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Securities Value

C-3

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Other Eligible Collateral

(1)

Issuer

(2)

Cusip #

(3)

Coupon

(4)

Due DateOriginalAmount

Current UnpaidPrincipal

CurrentMarket Value

Total Numberof Securities

TotalPar Value

Total CurrentUnpaid Principal

Total CurrentMarket Value

In connection with such request to release and substitute, the undersigned certifies that the market value of the substitute Collateral equals or exceeds the market value of the released Collateral.

The Pledgor requests that the aforesaid Collateral to be released be delivered immediately to:

Upon delivery of the Collateral in accordance with this Certificate, the Custodian shall be completely released and discharged from all responsibility for and liability to any person with respect to said Collateral:

Lone Star Investments Sub-Nevada, Inc. Lone Star National Bank (Pledgor) (Bank)

By: By: (Name) (Name)

(Title) (Title)

By: By: (Name) (Name)

(Title) (Title)

DATED: DATED:

C-4

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CONSENT FOR RELEASE AND SUBSTITUTION OF COLLATERAL

Lone Star Investments Sub-Nevada, Inc. (Pledgee)

(Name)

(Title)

RECEIPT

Receipt of the foregoing Certificate is acknowledged this ____ day of _______________, 20___.

Wells Fargo Bank, N.A. (Name of Custodian)

By: (Name)

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