Pledge Agreement Certificate of Deposit



1. Parties. Agreement made [date] between [name] of [address] (Borrower) and [name], a [state] corporation having an office at [address] (Lender).

2. Collateral and Grant of Security Interest. Borrower grants Lender a security interest in the following certificate of deposit as well as any renewal of such certificate and all funds evidenced by such certificate (the Collateral):

[description of collateral]

3. Description of Obligation Secured. The security interest granted by this Instrument secures an indebtedness owed by Borrower to Lender in the principal sum of ........ dollars ($........) with interest at the rate of ........ percent (........%) per annum, payable on [date], evidenced by a promissory note dated [date], signed by Borrower and delivered to Lender on that date.

4. Delivery of Collateral to Lender. Borrower has delivered the certificate representing the Collateral to Lender. In addition, Lender is in possession of the funds evidenced by such certificate.

5. Borrower's Representation. Borrower owns the Collateral free of any claim by any third party. No one except Borrower and Lender has any ownership or security interest in the Collateral.

6. Borrower to Help Maintain Valid Security Interest in Lender. Borrower shall do such acts as Lender may reasonably require from time to time to maintain a valid security interest in the Collateral in Lender, free of all other liens and claims, to secure payment of Borrower's indebtedness to Lender.

7. Events of Default. The following are events of default under the Agreement:

a. Failure by Borrower to pay any amount payable to Lender on the date due plus any applicable grace period

b. Any other default under any other terms of this Agreement or any agreement signed by Borrower in connection with the indebtedness described in Paragraph 3

8. Rights on Default. After default under this Agreement, Lender may apply the Collateral (either before or after maturity of the certificate(s) of deposit, at its option) to pay all sums due to Lender. Borrower acknowledges that the Collateral is subject to substantial penalties for early withdrawal and consents to Lender's application of the Collateral prior to maturity as provided in this Paragraph. Borrower waives any claims against Lender Borrower may have in connection with any penalties imposed for early withdrawal. Lender may apply the Collateral to pay sums due to Lender regardless of any other Collateral Lender may hold as security for Borrower's indebtedness to Lender.

9. Notice of Disposition of Collateral. If any notification of an intended disposition of the Collateral is required by law, such notification shall be deemed reasonably and properly given if mailed at least [number] days before the disposition, postage prepaid, addressed to Borrower at the address shown in Paragraph 1.

10. Governing Law. Borrower and Lender's rights, duties, and obligations under this Instrument shall, unless otherwise required by the laws of [state], be governed by the provisions of the Uniform Commercial Code of [state], as in effect from time to time.

[signature]

Borrower