Collateral Pledge Agreement

Exhibit 10.17

COLLATERAL PLEDGE AGREEMENT

1. As collateral security for the payment of any and all indebtedness (principal, interest, fees, collection costs and expenses and other amounts), liabilities and obligations of the undersigned, COAST BANK OF FLORIDA , a Florida banking corporation (" Debtor" ), to FIRST BANK , a Missouri banking corporation (" Secured Party" ), evidenced by or arising under the Revolving Credit Note dated the date hereof, executed by Debtor, and payable to the order of Secured Party in the principal amount of up to $75,000,000.00 (the " Revolving Credit Note" ; all capitalized terms herein not otherwise defined shall have the same meanings as ascribed to them in the Revolving Credit Note), of every kind and character, now existing or hereafter arising (collectively, the " Secured Obligations" ), Debtor hereby pledges, assigns and delivers to Secured Party and grants Secured Party a security interest in and general lien upon all of Debtor' s now owned and/or hereafter acquired or arising right, title and interest in, to and under the following: (a) the promissory notes payable to the order of Debtor which are described on Exhibit A attached hereto and incorporated herein by reference (as the same may from time to time be amended, modified, extended, renewed, restated or replaced, individually, a " Pledged Note" , and collectively, the " Pledged Notes" ), together with (i) any and all rights to payment under or in respect of the Pledged Notes and any and all other rights, powers, privileges, authorities, remedies and other benefits Debtor has or may have or be entitled to under or in respect of the Pledged Notes, including, without limitation, all right, power, privilege, authority, remedy and benefit (A) to enforce the due and prompt performance by the maker(s) on the Pledged Notes of each and every covenant, condition and stipulation contained in the Pledged Notes, (B) to institute any suit, action or other proceeding at law or in equity, (C) to enforce any right, remedy or benefit Debtor has or may have or be entitled to under or in respect of the Pledged Notes, (D) to make all waivers and agreements and to give all notices, consents and releases under or in respect of the Pledged Notes, (E) to take all action upon the happening of any default giving rise to a right or remedy in favor of Debtor under or in respect of the Pledged Notes, (F) to take all action necessary or appropriate to cure any default or alleged default by Debtor under or in respect of the Pledged Notes and (G) to do any and all things whatsoever which Debtor is or may become entitled to do under or in respect of the Pledged Notes and (ii) all income, revenues and profits from, on or in respect of the Pledged Notes, including, without limitation, all principal, interest and other payments thereon or with respect thereto, (b) all mortgage deeds, mortgages and/or deeds of trust in favor of Debtor or a trustee for Debtor which secure the payment of any or all of the Pledged Notes, including, without limitation, those certain mortgage deeds, mortgages and/or deeds of trust in favor of Debtor or a trustee for Debtor listed on Exhibit A attached hereto and incorporated herein by reference (as the same may from time to time be amended, modified, extended, renewed, restated or replaced, individually, a " Pledged Mortgage" and collectively, the Pledged Mortgages" ), together with (i) any and all rights to payment under or in respect of the Pledged Mortgages and any and all other rights, powers, privileges, authorities, remedies and other benefits Debtor has or may have or be entitled to under or in respect of the Pledged Mortgages, including, without limitation, all right, power, privilege, authority, remedy and benefit (A) to enforce the due and prompt performance by the mortgagor(s) of the Pledged Mortgages of each and every covenant, condition and stipulation contained in the Pledged Mortgages, (B) to institute any suit, action or other proceeding at law or in equity, (C) to enforce any right, remedy or benefit Debtor has or may have or be entitled to under or in respect of the Pledged Mortgages, (D) to make all waivers and agreements and to give all notices, consents and releases under or in respect of the Pledged Mortgages, (E) to take all action upon the happening of any default giving rise to a right or remedy in favor of Debtor under or in respect of the Pledged Mortgages, (F) to take all action necessary or appropriate to cure any default or alleged default by Debtor under or in respect of the Pledged Mortgages and (G) to do any and all things whatsoever which Debtor is or may become entitled to do under or in respect of the Pledged Mortgages and (ii) all income, revenues and profits from, on or in respect of the Pledged Mortgages, including, without limitation, all principal, interest and other payments thereon or with respect thereto; (c) all security interests, mortgages and/or other liens on personal or real property securing any of the Pledged Notes and/or any of the Pledged Mortgages; (d) all supporting obligations for any of the Pledged Notes and/or any of the Pledged Mortgages; and (e) all cash and non-cash proceeds of any of the foregoing (collectively, the " Collateral" ). Secured Party hereby acknowledges and agrees that it will not exercise any of the rights set forth above comprising a part of the Collateral unless and until an Event of Default under this Collateral Pledge Agreement (this " Agreement" )has occurred and is continuing.

2. Prior to or contemporaneously with the execution of this Agreement (with respect to each of the Pledged Notes listed on Exhibit A attached hereto and incorporated herein by reference) and contemporaneously with the pledge of any additional Pledged Notes by Debtor to Secured Party, Debtor shall endorse each of the Pledged Notes " PAY TO THE ORDER OF FIRST BANK WITHOUT RECOURSE" and deliver the originals of each of the Pledged Notes and each of the Pledged Mortgages to Secured Party. Notwithstanding the endorsement language described in the previous sentence, Debtor acknowledges and agrees that it remains liable and responsible for the payment and performance of the Secured Obligations and the other obligations of Debtor described herein.

3. Upon the occurrence of an Event of Default, Debtor shall upon Secured Party' s request, direct all maker(s) on each of the Pledged Notes and all mortgagor(s) on any of the Pledged Mortgages to remit or deposit all payments on or with respect to the Pledged Notes and/or the Pledged Mortgages directly to a lockbox (the " Lockbox" ) and/or into a deposit account designated by Secured Party (the " Pledged Account" ) (which directions from Debtor shall instruct such makers and such mortgagees to identify all such payments remitted to the Lockbox as being payments to be deposited into the Pledged Account). Debtor shall then immediately remit or deposit all such payments received by Debtor on or with respect to the Pledged Notes and/or the Pledged Mortgages directly to the Lockbox and/or into the Pledged Account in the identical form in which such payment was made, whether by cash, check or otherwise (which remittances to the Lockbox shall identify that they are to be deposited into the Pledged Account). Debtor shall have no right to withdraw any funds out of the Lockbox or the Pledged Account. All payments received by Secured Party on or with respect to the Collateral (including, without limitation, all payments received on or with respect to the Pledged Notes and/or the Pledged Mortgages and all amounts deposited into the Pledged Account) will, unless otherwise agreed by Secured Party in writing, be applied by Secured Party to the payment or prepayment of the Secured Obligations in such manner and order as Secured Party may elect.

4. This Agreement shall not transfer to or impose upon Secured Party or subject Secured Party to any of the obligations, duties, warranties, covenants, undertakings or liabilities of Debtor to any person or entity under the terms of any of the Pledged Notes and/or any of the Pledged Mortgages, and this Agreement shall not affect, modify, relieve or release Debtor from any of its obligations, duties, warranties, covenants, undertakings and/or liabilities under the terms of any of the Pledged Notes and/or any of the Pledged Mortgages, it being understood that, notwithstanding this Agreement, all of such obligations, duties, warranties, covenants, undertakings and liabilities of Debtor under or with respect to each of the Pledged Notes and each of the Pledged Mortgages shall be and remain enforceable by the parties thereto against, and only against, Debtor and not against Secured Party, it being further understood that this Agreement is executed as security for the Secured Obligations, and that Secured Party has not assumed and shall not be deemed to have assumed any of the Pledged Notes and/or any of the Pledged Mortgages or any obligation, duty or liability of Debtor thereunder.

5. Secured Party hereby agrees that, so long as no Event of Default under this Agreement has occurred and is continuing, it will, upon the written request of Debtor, release from the security interest created by this Agreement any Pledged Note and the Pledged Mortgage securing such Pledged Note upon either (a) receipt from Debtor in good funds (from funds other than payments on or with respect to the Pledged Notes and/or the Pledged Mortgages and/or the proceeds of any of the other Collateral) of an amount equal to then outstanding principal balance of such Pledged Note together with all accrued and unpaid interest thereon or (b) Debtor granting Secured Party a first priority perfected security interest in and lien on (i) additional Eligible Pledged Note(s) with an aggregate outstanding principal balance in an amount at least equal to the then outstanding principal balance of the Pledged Note being released together with all accrued and unpaid interest thereon and (ii) the additional Pledged Mortgage(s) securing such additional Pledged Note(s), all pursuant to documentation in form and substance satisfactory to Secured Party (including delivery to Secured Party of the original additional Pledged Note(s) duly endorsed to Secured Party and the original additional Pledged Mortgage(s)); and upon receipt of such payment or such additional Collateral, as the case may be, the Pledged Note being released and the Pledged Mortgage securing such Pledged Note shall no longer be subject to this Agreement.

6. Debtor hereby represents and warrants to Secured Party that: (a) Debtor is a corporation duly incorporated and validly existing under the laws of the State of Florida. Debtor' s exact legal name is " Coast Bank of Florida" . Debtor has not during the past five (5) years conducted business under any name other than the name " Coast Bank of Florida." Debtor is a registered organization within the meaning of the Uniform Commercial Codes of the States of Missouri or Florida;

(b) Debtor is the sole legal, equitable and beneficial owner of the Collateral pledged under this Agreement free and clear of any and all liens, claims, security interests, charges and/or encumbrances of any kind or nature whatsoever and Debtor will defend the Collateral against all claims and demands of all persons and entities at any time claiming the same or any interest therein;

(c) Debtor has all requisite corporate right, power and authority to (i) pledge, assign, grant a security interest in, transfer and deliver the Collateral to Secured Party in the manner hereby done or contemplated and (ii) execute, deliver and perform all of its obligations under this Agreement;

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(d) this Agreement has been duly authorized, executed and delivered by Debtor and constitutes the legal, valid and binding obligation of Debtor, enforceable in accordance with its terms;

(e) no consent, approval, authorization or other order of, or any filing, recording or registration with, any governmental or regulatory body, instrumentality, authority, agency or official or any other person or entity is or will be required for (i) the execution, delivery and/or performance of this Agreement by Debtor or the delivery by Debtor of the Collateral to Secured Party as provided herein or (ii) the exercise by Secured Party of the collection or other rights provided for in this Agreement or the remedies in respect of the Collateral pursuant to this Agreement;

(f) the execution, delivery and performance by Debtor of this Agreement do not and will not (i) violate any provision of the Articles of Incorporation of By-Laws of Debtor or any law, rule, regulation, order, writ, judgment, injunction, decree, determination or award presently in effect having applicability to Debtor, (ii) result in a breach of or constitute a default under any indenture or loan or credit agreement or any other agreement, document or instrument to which Debtor is a party or by which Debtor or any of its properties or assets may be bound or affected or (iii) result in or require the creation or imposition of any mortgage, deed of trust, pledge, lien, security interest or other charge or encumbrance of any nature upon or with respect to any of the property or assets of Debtor (other than in favor of Secured Party as provided for in this Agreement);

(g) Debtor' s chief executive office and principal place of business is located at 1301 6 th Avenue West, Suite 300, Bradenton, Florida 34205; (h) upon the execution of this Agreement, Secured Party will have a valid and enforceable security interest in the Collateral. Upon (i) either placing a legend on each of the Pledged Notes or taking possession thereof, and (b) the filing of a Uniform Commercial Code financing statement with the Florida Secured Transaction Registry naming Debtor, as debtor and Secured Party, as secured party and describing the Collateral, Secured Party' s security interest in the Collateral will be perfected and have a first priority;

(i) none of the Pledged Notes has been amended, modified, extended, ...