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

Pledge and Grant of Security Interests. Pledgor hereby pledges, collaterally assigns, hypothecates and transfers to 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 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 Loans (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 $25,000,000 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 Borrower’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 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 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.

Pledge and Grant of Security Interests. Pledgor hereby pledges, collaterally assigns, hypothecates -------------------------------------- pledges and transfers assigns to Lender all Pledged Stock, together with appropriate undated assignments separate from Agent for the Certificates duly executed in blankbenefit of the Banks, and hereby grants to Agent for the benefit of the Banks a security interest in, all of Pledgor's right, title and creates interest in favor of Lender liens and security interests in to the Pledged Stock as collateral security for following (the "PLEDGED COLLATERAL"): (a) the due Pledged Shares and punctual payment when due (whether at maturitythe certificates representing the Pledged Shares and any interest of Pledgor in the entries on the books of any securities intermediary pertaining to the Pledged Shares, by acceleration and all dividends, cash, warrants, rights, instruments and other property or otherwise) in full of all amounts due under the Senior Loans (as the same may be amended, restated, supplemented, modified, extended or replaced proceeds from time to time) time received, receivable or otherwise distributed in the aggregate face amount as respect of or in exchange for any or all of the date hereof of $25,000,000 executed and delivered by Pledgor to Lender pursuant to the Loan Agreement; Pledged Shares; (b) all additional shares of, and all securities convertible into and warrants, options and other rights to purchase or otherwise acquire, stock of any issuer of the due and punctual performance and observance Pledged Shares from time to time acquired by Pledgor in any manner (which shares shall be deemed to be part of the Pledged Shares), the certificates or other instruments representing such additional shares, securities, warrants, options or other rights and any interest of Pledgor in the entries on the books of any securities intermediary pertaining to such additional shares, securities, warrants, options or other rights, and all dividends, cash, warrants, rights, instruments and other Borrower’s Liabilities; property or proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of such additional shares, securities, warrants, options or other rights; (c) all shares of, and all securities convertible into and warrants, options and other rights to purchase or otherwise acquire, stock of any Person that, after the due date of this Agreement, becomes, as a result of any occurrence, a Material Subsidiary which is a direct Subsidiary of Pledgor (which shares shall be deemed to be part of the Pledged Shares), the certificates or other instruments representing such shares, securities, warrants, options or other rights and punctual performance any interest of Pledgor in the entries on the books of any securities intermediary pertaining to such shares, securities, warrants, options or other rights, and observance by Pledgor all dividends, cash, warrants, rights, instruments and other property or proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of its agreementssuch shares, obligationssecurities, liabilities and duties under this Pledge Agreementwarrants, the Loan Agreement and the options or other Loan Documentsrights; and (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 extent not covered 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 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 clauses (a) through (ic) are collectively referred to herein as above, all proceeds of any or all of the “Obligations Secured Hereby”)foregoing Pledged Collateral. Notwithstanding anything above in For purposes of this Section 2 to the contraryAgreement, the term "PROCEEDS" includes whatever is receivable or received when Pledged Stock shall Collateral or proceeds are sold, exchanged, collected or otherwise disposed of, whether such disposition is voluntary or involuntary, and whether or not be collateral security for amounts outstanding under the Subordinated Debenture that are deemed occurring by operation of law, and includes, without limitation, proceeds of any indemnity or guaranty payable to be Tier 2 Capital of Pledgor in accordance or Agent from time to time with the rules and regulations respect to any 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 debtPledged Collateral.

Pledge and Grant of Security Interests. Pledgor hereby pledges, collaterally assigns, hypothecates -------------------------------------- pledges and transfers assigns to Lender all Pledged Stock, together with appropriate undated assignments separate from Agent for the Certificates duly executed in blankbenefit of the Banks, and hereby grants to Agent for the benefit of the Banks a security interest in, all of Pledgor's right, title and creates interest in favor of Lender liens and security interests in to the Pledged Stock as collateral security for following (the "PLEDGED COLLATERAL"): (a) the due Pledged Interests and punctual payment when due any certificates representing the Pledged Interests, and any and all partnership interests of Pledgor in the Partnerships (whether at maturitycollectively, by acceleration the "PARTNERSHIP INTERESTS"), now existing or otherwise) in full of hereafter acquired, including any general and limited partnership interests, and all amounts due under the Senior Loans (as the same may be amendeddividends, restateddistributions, supplementedcapital and profits, modifiedcash, extended warrants, rights, certificates, instruments, chattel paper and other rights, property or replaced proceeds and products from time to time) time received, receivable or otherwise distributed in respect of or in exchange for any or all of the Pledged Interests, all additional rights to purchase interests in the aggregate face amount as Partnerships from time to time acquired by Pledgor in any manner (which interests shall be deemed to be part of the date hereof Partnership Interests), the certificates or other instruments representing such additional interests and other property or proceeds from time to time received, receivable or otherwise distributed in respect of $25,000,000 executed or in exchange for any or all of such additional interests or other rights, and delivered by Pledgor to Lender pursuant to the Loan Agreement; extent not covered by above, all Proceeds (as defined below) of any or all of the foregoing; (b) all additional shares of, and all securities convertible into and warrants, options and other rights to purchase or otherwise acquire, stock or partnership interests of any issuer of the due and punctual performance and observance Pledged Interests from time to time acquired by Pledgor in any manner (which shares shall be deemed to be part of the Pledged Interests), the certificates or other instruments representing such additional shares or interests, securities, warrants, options or other rights and any interest of Pledgor in the entries on the books of any securities intermediary pertaining to such additional shares or interests, securities, warrants, options or other rights, and all dividends, cash, warrants, rights, instruments and other Borrower’s Liabilities; property or proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of such additional shares or interests, securities, warrants, options or other rights; (c) all shares of, and all securities convertible into and warrants, options and other rights to purchase or otherwise acquire, stock or partnership interests of any Person that, after the due date of this Agreement, becomes, as a result of any occurrence, a Material Subsidiary which is a direct Subsidiary of Pledgor (which shares or interests shall be deemed to be part of the Pledged Interests), the certificates or other instruments representing such shares or interests, securities, warrants, options or other rights and punctual performance any interest of Pledgor in the entries on the books of any securities intermediary pertaining to such shares or interests, securities, warrants, options or other rights, and observance by Pledgor all dividends, cash, warrants, rights, instruments and other property or proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of its agreementssuch shares or interests, obligationssecurities, liabilities and duties under this Pledge Agreementwarrants, the Loan Agreement and the options or other Loan Documentsrights; and (d) all amounts due of Pledgor's right, title and interest: (i) as a partner in and to the Lender under the Senior NotesPartnerships, including any and all modificationswhether now owned or hereafter acquired, extensions, renewals or refinancings thereof and including, without limitation, all principalany management and voting rights with respect to the Partnership Interests, interest and other amounts due under the Senior Notes; (eii) all sums advanced byother property which, absent this Agreement would, now or hereafter, be distributable or distributed, transferable or transferred, payable or paid, or on behalf ofdeliverable or delivered to Pledgor as a partner in the Partnerships, the Lender whether at any time prior to, or in connection with, or relating toafter the dissolution of the Partnership, if any, including, without limitation, distributions of cash and of property in kind by the Partnerships (collectively, the Loan "DISTRIBUTIONS"). (e) to the extent not covered by clauses (a) through (d) above, all proceeds of any or all of the foregoing Pledged Collateral. For purposes of this Agreement, the Senior Notes or term "PROCEEDS" shall have the Pledged Stock includingmeaning assigned to that term under the California Commercial Code (the "CODE") and, in any event, shall include, without limitation, any and all sums advanced to preserve the Pledged Stock, or to perfect the Lender’s security interest in the Pledged Stock; (fA) in the event proceeds of any proceeding indemnity or guaranty payable to enforce the satisfaction of the obligations, Pledgor or Agent from time to time with respect to 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 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.Collateral and

Pledge and Grant of Security Interests. Pledgor hereby pledges, collaterally assigns, hypothecates and transfers to Lender Bank all Pledged StockCollateral, together with appropriate undated assignments separate from the Certificates Pledged Notes duly executed in blank, and hereby grants to and creates in favor of Lender Bank liens and security interests in the Pledged Stock Collateral 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 Loans (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 Fifteen Million Dollars ($25,000,000 15,000,000.00) executed and delivered by Pledgor Borrower to Lender Bank pursuant to the Loan Agreement; (bii) the due and punctual performance and observance by Pledgor the 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 Protection AgreementBank; and (iv) all costs incurred by 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 hereinafter defined) and to maintain and preserve the Pledged StockCollateral, with such costs including, without limitation, including but not limited to expenditures made by 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 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.

Pledge and Grant of Security Interests. Pledgor hereby pledges, collaterally assigns, hypothecates -------------------------------------- pledges and transfers assigns to Lender all Pledged Stock, together with appropriate undated assignments separate from Agent for the Certificates duly executed in blankbenefit of the Banks, and hereby grants to Agent for the benefit of the Banks a security interest in, all of Pledgor's right, title and creates interest in favor of Lender liens and security interests in to the Pledged Stock as collateral security for following (the "PLEDGED COLLATERAL"): (a) the due Pledged Shares and punctual payment when due the certificates representing the Pledged Shares and any interest of Pledgor in the entries on the books of any securities intermediary pertaining to the Pledged Shares, and all dividends, cash, warrants, receivable or otherwise distributed in respect of or in exchange for any or all of the Pledged Shares; (whether at maturityb) all additional shares of, by acceleration and all securities convertible into and warrants, options and other rights to purchase or otherwise) in full otherwise acquire, stock of all amounts due under any issuer of the Senior Loans (as the same may be amended, restated, supplemented, modified, extended or replaced Pledged Shares from time to time) time acquired by Pledgor in any manner (which shares shall be deemed to be part of the Pledged Shares), the certificates or other instruments representing such additional shares, securities, warrants, options or other rights and any interest of Pledgor in the aggregate face amount as entries on the books of the date hereof any securities intermediary pertaining to such additional shares, securities, warrants, options or other rights, and all dividends, cash, warrants, rights, instruments and other property or proceeds from time to time received, receivable or otherwise distributed in respect of $25,000,000 executed and delivered by Pledgor to Lender pursuant to the Loan Agreement; (b) the due and punctual performance and observance by Pledgor or in exchange for any or all of all such additional shares, securities, warrants, options or other Borrower’s Liabilities; rights; (c) all shares of, and all securities convertible into and warrants, options and other rights to purchase or otherwise acquire, stock of any Person that, after the due date of this Agreement, becomes, as a result of any occurrence, a Material Subsidiary which is a direct Subsidiary of Pledgor (which shares shall be deemed to be part of the Pledged Shares), the certificates or other instruments representing such shares, securities, warrants, options or other rights and punctual performance any interest of Pledgor in the entries on the books of any securities intermediary pertaining to such shares, securities, warrants, options or other rights, and observance by Pledgor all dividends, cash, warrants, rights, instruments and other property or proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of its agreementssuch shares, obligationssecurities, liabilities and duties under this Pledge Agreementwarrants, the Loan Agreement and the options or other Loan Documentsrights; and (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 extent not covered 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 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 clauses (a) through (ic) are collectively referred to herein as above, all proceeds of any or all of the “Obligations Secured Hereby”)foregoing Pledged Collateral. Notwithstanding anything above in For purposes of this Section 2 to the contraryAgreement, the term "PROCEEDS" includes whatever is receivable or received when Pledged Stock shall Collateral or proceeds are sold, exchanged, collected or otherwise disposed of, whether such disposition is voluntary or involuntary, and whether or not be collateral security for amounts outstanding under the Subordinated Debenture that are deemed occurring by operation of law, and includes, without limitation, proceeds of any indemnity or guaranty payable to be Tier 2 Capital of Pledgor in accordance or Agent from time to time with the rules and regulations respect to any 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 debtPledged Collateral.

Pledge and Grant of Security Interests. Pledgor hereby pledges, collaterally assigns, hypothecates and transfers to 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 Lender liens and security interests in the Pledged Stock as collateral As security for the payment or performance of (ai) the due and punctual payment when due (whether at maturity, by acceleration or otherwise) in full of all amounts due under the Senior Loans (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 $25,000,000 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 Borrower’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 the Lender under the Senior Notes, including any and all modifications, extensions, renewals of the Applicant's obligations and/or liabilities to the Bank under this Agreement (including the contingent obligation under paragraph 11 to pay or refinancings thereof and including, without limitation, all principal, interest and other amounts due deliver to the Bank the maximum amount available under the Senior Notes; Credit whether or not a drawing, claim or demand for payment has been made under the Credit) and (eii) 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 other obligations and/or liabilities 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 Applicant 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 severalBank, absolute or contingent, due or to become due, or which are now or may at any time(s) hereafter be owing by the Applicant to the Bank, the Applicant hereby: (1) pledges and/or grants to the Bank a continuing lien upon and assignment of all right, title and interest of the Applicant in and to the balance of every deposit account, now or at any time hereafter existing, however created or arising and however evidenced; (h) any indebtedness, obligation or liability of the Pledgor under or in connection Applicant with any Interest Rate Protection Agreement; office of the Bank or any affiliate or subsidiary thereof, wherever located, and (i) any other claims of the Applicant against any office of the Bank or any affiliate or subsidiary thereof, and in and to all costs incurred money, instruments, securities, documents, chattel paper, demands, precious metals, funds, and all claims and demands and rights and interest therein of the Applicant, and in and to all evidences thereof, which have been or at any time shall be delivered to or otherwise come into the possession, custody or control of any office of the Bank or any affiliate or subsidiary thereof, or into the possession, custody or control of any affiliate, agent or correspondent of any such entity for any purpose, whether or not for the express purpose of being used by Lender to obtain, perfect, preserve and enforce the liens and any such entity as collateral security interests granted by this Pledge Agreement, the Loan Agreement or for safekeeping and the other Loan DocumentsBank shall be deemed to have possession, 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 custody or control of collection, possession and sale of the Pledged Stock, together with interest on all such costs property actually in transit to, or set apart for it or any of its affiliates or subsidiaries (or any of their agents, correspondents or others acting in their behalf), it being understood that the receipt at the Default Rate any time by such entities (the foregoing subsections (a) through (i) are collectively referred to herein as the “Obligations Secured Hereby”or any of their agents, correspondents, or others acting in their behalf). Notwithstanding anything above in this Section 2 to the contrary, the Pledged Stock of other security of whatever nature, including cash, shall not be collateral deemed a waiver of any of the Bank's rights or powers hereunder. The Applicant agrees that such affiliates or subsidiaries shall be agent(s) of the Bank for the purpose of perfecting a security interest in any such deposit accounts or other property; and (2) pledges and/or grants to the Bank security interest in any and all property the Applicant holds as security for amounts outstanding under the Subordinated Debenture that are deemed obligations of any party related to be Tier 2 Capital of Pledgor in accordance with the rules Credit, and regulations further, subordinates its right to payment from such property and the proceeds thereof to the rights of the FRB applicable Bank, until the Bank is paid in full, and agrees that it will hold in trust for and promptly deliver 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 debtBank any payment received from such property or proceeds.

Pledge and Grant of Security Interests. Pledgor hereby pledges, collaterally assigns, hypothecates and transfers to 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 Lender liens and security interests in the Pledged Stock as collateral As security for the payment or performance of (ai) the due and punctual payment when due (whether at maturity, by acceleration or otherwise) in full of all amounts due under the Senior Loans (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 $25,000,000 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 Borrower’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 the Lender under the Senior Notes, including any and all modifications, extensions, renewals of the Applicant's obligations and/or liabilities to the Bank under this Agreement (including the contingent obligation under paragraph 11 to pay or refinancings thereof and including, without limitation, all principal, interest and other amounts due deliver to the Bank the maximum amount available under the Senior Notes; Credit whether or not a drawing, claim or demand for payment has been made under the Credit) and (eii) 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 other obligations and/or liabilities 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 Applicant 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 severalBank, absolute or contingent, due or to become due, or which are now or may at any time(s) hereafter existingbe owing by the Applicant to the Bank, however created or arising the Applicant hereby: (1) pledges and/or grants to the Bank a continuing lien upon and however evidenced; (h) any indebtednessassignment of all right, obligation or liability title and interest of the Pledgor under Applicant in and to the balance of every deposit account, now or in connection at any time hereafter existing of the Applicant with any Interest Rate Protection Agreement; office of the Bank or any affiliate or subsidiary thereof, wherever located, and (i) any other claims of the Applicant against any office of the Bank or any affiliate or subsidiary thereof, and in and to all costs incurred money, instruments, securities, documents, chattel paper, demands, precious metals, funds, and all claims and demands and rights and interest therein of the Applicant, and in and to all evidences thereof, which have been or at any time shall be delivered to or otherwise come into the possession, custody or control of any office of the Bank or any affiliate or subsidiary thereof, or into the possession, custody or control of any affiliate, agent or correspondent of any such entity for any purpose, whether or not for the express purpose of being used by Lender to obtain, perfect, preserve and enforce the liens and any such entity as collateral security interests granted by this Pledge Agreement, the Loan Agreement or for safekeeping and the other Loan DocumentsBank shall be deemed to have possession, 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 custody or control 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 property actually in this Section 2 to the contrarytransit to, 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.or set apart

Pledge and Grant of Security Interests. Pledgor hereby pledges, collaterally assigns, hypothecates -------------------------------------- pledges and transfers assigns to Lender all Pledged Stock, together with appropriate undated assignments separate from Agent for the Certificates duly executed in blankbenefit of the Banks, and hereby grants to Agent for the benefit of the Banks a security interest in, all of Pledgor's right, title and creates interest in favor of Lender liens and security interests in to the Pledged Stock as collateral security for following (the "PLEDGED COLLATERAL"): (a) the due Pledged Interests and punctual payment when due any certificates representing the Pledged Interests, and any and all partnership interests of Pledgor in the Partnerships (whether at maturitycollectively, by acceleration the "PARTNERSHIP INTERESTS"), now existing or otherwise) in full of hereafter acquired, including any general and limited partnership interests, and all amounts due under the Senior Loans (as the same may be amendeddividends, restateddistributions, supplementedcapital and profits, modifiedcash, extended warrants, rights, certificates, instruments, chattel paper and other rights, property or replaced proceeds and products from time to time) time received, receivable or otherwise distributed in respect of or in exchange for any or all of the Pledged Interests, all additional rights to purchase interests in the aggregate face amount as Partnerships from time to time acquired by Pledgor in any manner (which interests shall be deemed to be part of the date hereof Partnership Interests), the certificates or other instruments representing such additional interests and other property or proceeds from time to time received, receivable or otherwise distributed in respect of $25,000,000 executed or in exchange for any or all of such additional interests or other rights, and delivered by Pledgor to Lender pursuant to the Loan Agreement; extent not covered by above, all Proceeds (as defined below) of any or all of the foregoing; (b) all additional shares of, and all securities convertible into and warrants, options and other rights to purchase or otherwise acquire, stock or partnership interests of any issuer of the due and punctual performance and observance Pledged Interests from time to time acquired by Pledgor in any manner (which shares shall be deemed to be part of the Pledged Interests), the certificates or other instruments representing such additional shares or interests, securities, warrants, options or other rights and any interest of Pledgor in the entries on the books of any securities intermediary pertaining to such additional shares or interests, securities, warrants, options or other rights, and all dividends, cash, warrants, rights, instruments and other Borrower’s Liabilities; property or proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of such additional shares or interests, securities, warrants, options or other rights; (c) all shares of, and all securities convertible into and warrants, options and other rights to purchase or otherwise acquire, stock or partnership interests of any Person that, after the due date of this Agreement, becomes, as a result of any occurrence, a Material Subsidiary which is a direct Subsidiary of Pledgor (which shares or interests shall be deemed to be part of the Pledged Interests), the certificates or other instruments representing such shares or interests, securities, warrants, options or other rights and punctual performance any interest of Pledgor in the entries on the books of any securities intermediary pertaining to such shares or interests, securities, warrants, options or other rights, and observance by Pledgor all dividends, cash, warrants, rights, instruments and other property or proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of its agreementssuch shares or interests, obligationssecurities, liabilities and duties under this Pledge Agreementwarrants, the Loan Agreement and the options or other Loan Documentsrights; and (d) all amounts due of Pledgor's right, title and interest: (i) as a partner in and to the Lender under the Senior NotesPartnerships, including any and all modificationswhether now owned or hereafter acquired, extensions, renewals or refinancings thereof and including, without limitation, all principalany management and voting rights with respect to the Partnership Interests, interest and other amounts due under the Senior Notes; (eii) all sums advanced byother property which, absent this Agreement would, now or hereafter, be distributable or distributed, transferable or transferred, payable or paid, or on behalf ofdeliverable or delivered to Pledgor as a partner in the Partnerships, the Lender whether at any time prior to, or in connection with, or relating toafter the dissolution of the Partnership, if any, including, without limitation, distributions of cash and of property in kind by the Partnerships (collectively, the Loan "DISTRIBUTIONS"). (e) to the extent not covered by clauses (a) through (d) above, all proceeds of any or all of the foregoing Pledged Collateral. For purposes of this Agreement, the Senior Notes or term "PROCEEDS" shall have the Pledged Stock includingmeaning assigned to that term under the California Commercial Code (the "CODE") and, in any event, shall include, without limitation, any and all sums advanced (A) proceeds of any indemnity or guaranty payable to preserve Pledgor or Agent from time to time with respect to any of the Pledged Stock, or to perfect the Lender’s security interest in the Pledged Stock; Collateral and (fB) 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 amounts from time to time paid 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 payable 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 debtCollateral.

Pledge and Grant of Security Interests. Pledgor hereby pledges, collaterally assigns, hypothecates and transfers to Lender Collateral Agent, for the 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 Lender Collateral Agent, for the 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, by acceleration or otherwise) in full of all amounts due under the Senior Loans (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 $25,000,000 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 Borrower’s LiabilitiesObligations; (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; (db) 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 Protection Agreement; and (id) all costs incurred by 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 hereinafter defined) and to maintain and preserve the Pledged Stock, with such reasonable costs including, without limitation, reasonable expenditures made by 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 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.