Duties. The Collateral Custodian shall perform, on behalf of Administrative Agent, the following duties and obligations:

Duties. During the Employment Period, Executive shall be employed by the Company as its President, reporting to the Company’s Chief Executive Officer. Notwithstanding the foregoing, no action may be taken by the Company regarding # the termination of Executive’s employment with the Company, or any other action that would entitle Executive to resign for Good Reason (as hereinafter defined), without the approval of the Board or # Executive’s compensation or bonus without the approval of the Compensation Committee of the Board. Executive shall have such duties, responsibilities and powers that are customary for an individual holding the position of President. Executive shall faithfully and diligently perform such duties of said office as well as such other lawful related duties of an executive nature as may be reasonably requested by the Company’s Chief Executive Officer from time to time; provided however, nothing contained herein shall prohibit Executive from engaging in # charitable, civic and industry work, # occasional lectures and teaching at educational and/or charitable institutes, # subject to pre-approval in writing by the Board’s Corporate Governance and Nominating Committee or any other committee designated by the Board, service on boards of directors of non-competing companies, # advising Executive’s existing holdings and the portfolio companies of Steel Ventures, or such other companies or businesses as may be pre-approved in writing by the Board’s Corporate Governance and Nominating Committee or any other committee designated by the Board and # activities with third party entities (including service as a board member or officer of such entity) in conformance with the Company’s Corporate Opportunities Policy; provided that, with respect to [(i) through (v) above], such service, work or activities do not materially interfere with Executive’s performance of his duties to the Company (as determined by the Board’s Corporate Governance and Nominating Committee or any other committee designated by the Board after prior written notice to Executive including the specific instances of such material interference, and providing Executive at least thirty (30) days’ opportunity to cure such material interference). Executive shall be based at the Company’s offices located in Costa Mesa, California or at such other offices of the Company located within thirty-five (35) miles of Executive’s residence as of the Effective Date.

Duties. The Portfolio Asset Servicer shall take or cause to be taken all such actions as may be necessary or advisable to service, administer and collect on the Collateral Portfolio from time to time, all in accordance with Applicable Law and the Servicing Standard and to take the actions of the Portfolio Asset Servicer under this Agreement and the other Transaction Documents. Without limiting the foregoing, the duties of the Portfolio Asset Servicer shall include the following:

Duties. Between now and the Separation Date (the “Transition Period”), you will remain in your current role and will continue to perform your regular duties. During the Transition Period, you agree to transition these duties and responsibilities and perform other tasks as requested by the Company. During the Transition Period, you will be allowed a reasonable amount of time to pursue outside professional opportunities and to conduct job search efforts, subject to your satisfying all reasonable Company work deadlines and performing all transition and other tasks as requested of you by the Company. You agree to perform your Transition Period services in good faith and to the best of your abilities. During the Transition Period, you must continue to comply with all of the Company’s policies and procedures and with all of your statutory and contractual obligations to the Company, including, without limitation, your obligations under your Employee Confidential Information and Inventions Agreement (a copy of which is attached hereto as Exhibit A) (the “Confidentiality Agreement”), which you acknowledge and agree are contractual commitments that remain binding upon you, both during and after the Transition Period.

Duties. During the Term, the Executive shall perform all duties and accept all responsibilities as may be assigned to the Executive by the Company. The Executive represents to the Company that the Executive is not subject to or a party to any employment agreement, noncompetition covenant, or other agreement that would be breached by, or prohibit the Executive from, executing this Agreement and performing fully the Executive’s duties and responsibilities hereunder.

Duties. Employee shall be the Chief Financial Officer of the Bank, and shall, subject to the control of management of said Bank, have general supervision, direction and control of the business and affairs of the Bank. Employee shall have the general powers and duties of management usually vested in the office of the Employee of a corporation, and shall have such other powers and duties as may be prescribed by the Chief Executive Officer or Chief Operating Officer of the Bank, or the By-Laws. In connection therewith, upon direction of the Chief Executive Officer or Chief Operating Officer, Employee shall make necessary and reasonable business trips for which he will be reimbursed or expenses will be provided in accordance with such regulations as may be established by the Chief Executive Officer or Chief Operating Officer. Included herewith shall be trips to visit with officials of correspondent banks and technical seminars as may be available.

Duties. As the Company’s Chief People Officer, Key Employee will perform such duties as are ordinary, customary and necessary in Key Employee’s role. Key Employee will report directly to the Chief Executive Officer who will be primarily responsible for evaluating Key Employee’s performance. The Company may change Key Employee’s duties, compensation, benefits and place of employment from time to time as it deems necessary. In addition, during Key Employee’s employment with the Company, Key Employee shall devote Key Employee’s best efforts and Key Employee’s full business time, skill and attention to the performance of Key Employee’s duties on behalf of the Company.

Duties. The Executive shall be employed by the Company as Chief Executive Officer and President. The Executive shall have the normal duties, responsibilities, and authority of a Chief Executive Officer and President, and shall perform all duties incidental to such position that may be required by law and all such other duties as may be reasonably assigned by the Board of Directors of the Company (the “Board”) and are consistent with the duties normally associated with a chief executive officer and president of a public corporation. The Executive shall report to the Board.

Duties. During the Term of Employment, Executive shall devote all of his business time, attention, skill and efforts to the faithful performance of his duties hereunder.

Duties. Executive Vice President shall be the Chief Operating Officer of the Bank, and shall, subject to the control of the Board of Directors of said Bank, have general supervision, direction and control of the business and affairs of the Bank. Executive Vice President shall have the general powers and duties of management usually vested in the office of the Executive Vice President of a corporation, and shall have such other powers and duties as may be prescribed by the Board of Directors of the Bank, or the By-Laws. In connection therewith, upon direction of the Board of Directors, Executive Vice President shall make necessary and reasonable business trips for which she will be reimbursed or expenses will be provided in accordance with such regulations as may be established by the Board of Directors. Included herewith shall be trips to visit with officials of correspondent banks and leadership and technical seminars as may be available.