Common use of Company Trust Preferred Securities, FHLB Borrowings and Subordinated Debentures Clause in Contracts

Company Trust Preferred Securities, FHLB Borrowings and Subordinated Debentures. At the Effective Time, Parent agrees that it shall expressly assume all of the Company’s obligations in connection with the (i) trust preferred securities of Bank of Commerce Holdings Trust II, a Delaware trust affiliate of the Company (“BOCH Trust II”), pursuant to the Amended and Restated Declaration of Trust, dated July 29, 2005, by and between the Company, as sponsor, Chase Bank USA, N.A. and X.X. Xxxxxx Xxxxx Bank, N.A., as trustees, and certain individuals, as administrators, and any guarantee agreement(s) relating thereto; (ii) $10.3 million principal amount of the Company’s Floating Rate Junior Subordinated Debentures due 2035, pursuant to the Indenture, dated July 29, 2005 (the “Subordinated Debentures”); (iii) $10.0 million principal amount of the Company’s Fixed-to-Floating Rate Subordinated Notes due 2025 pursuant to the Subordinated Note Purchase Agreement, dated December 10, 2015, between the Company and the purchasers named therein; and (iv) Merchants Bank’s FHLB borrowings, and execute any and all documents, instruments and agreements, including any supplemental indentures, guarantees, officer’s certificates, opinions of counsel and declarations of trust required by the applicable governing documentation, or as may reasonably be requested by the Trustee thereunder, and thereafter shall perform all of the Company’s obligations with respect to the applicable governing documentation.

Company Trust Preferred Securities, FHLB Borrowings and Subordinated Debentures. The Company will cooperate with Parent to effect the redemption or repayment, as applicable, of trust preferred securities under the indentures and guarantee agreements relating thereto issued or assumed by the Company, and the discharge of Pacific Continental Bank’s FHLB borrowings, in each case subject to and contingent upon the occurrence of the Closing, and in each case, to the extent permitted by the terms of the governing indentures and/or applicable governing documentation and subject to and in each case contingent upon regulatory approval. At the Effective Time, Parent agrees that it shall expressly assume all of the Company’s obligations in connection with the (i) trust preferred securities Company’s issuance of Bank of Commerce Holdings Trust II, a Delaware trust affiliate of the Company (“BOCH Trust II”), pursuant to the Amended and Restated Declaration of Trust, dated July 29, 2005, by and between the Company, as sponsor, Chase Bank USA, N.A. and X.X. Xxxxxx Xxxxx Bank, N.A., as trustees, and certain individuals, as administrators, and any guarantee agreement(s) relating thereto; (ii) $10.3 million 35,000,000 principal amount of the Company’s Floating Rate Junior Subordinated Debentures due 2035, pursuant to the Indenture, dated July 29, 2005 (the “Subordinated Debentures”); (iii) $10.0 million principal amount of the Company’s its 5.875% Fixed-to-Floating Rate Subordinated Notes due 2025 June 30, 2026 (the “Subordinated Debentures”) pursuant to the Subordinated Note Purchase AgreementIndenture, dated December 10as of June 27, 20152016 (the “Indenture”), as supplemented by the First Supplemental Indenture, dated as of June 27, 2016, between the Company and Xxxxx Fargo Bank, National Association, as trustee (the purchasers named therein; and “Trustee”) (iv) Merchants Bank’s FHLB borrowingsincluding, without limitation, being substituted for the Company), and execute any and all documents, instruments and agreements, including any supplemental indentures, guarantees, officer’s certificates, opinions of counsel and declarations of trust required by the applicable governing documentationIndenture, or as may reasonably be requested by the Trustee thereunder, and thereafter shall perform all of the Company’s obligations with respect to the applicable governing documentationIndenture.