Financial Bank Agreement

FINANCIAL BANK AGREEMENT

Parties and Contact Information

Effective Date:

Recitals

This Financial Bank Agreement (the Agreement) is entered into between the Bank and the Client named above. The Bank provides deposit, payment, cash management and credit facilities; the Client desires such services and, where applicable, a loan or credit facility on the terms set forth herein. The parties agree as follows.

Definitions

Terms used in this Agreement shall have the meanings assigned in the text. "Accounts" means all deposit and transactional accounts maintained by the Client with the Bank. "Obligations" means all present and future liabilities, debts and obligations of the Client to the Bank whether secured or unsecured.

Accounts and Services

The Bank will open and maintain Accounts for the Client subject to the Bank's operating rules and fees. The Client authorizes the Bank to accept deposits, make withdrawals, honor checks and effect transfers in accordance with the Bank's procedures.

Account type(s): Checking Savings Credit/Loan Other:

Credit Facility (if applicable)

The Bank may, at its sole discretion and subject to approval, extend a credit facility to the Client on the terms set forth below.

Fees, Charges and Interest Calculations

The Client shall pay fees, service charges and interest as set forth in the Bank's fee schedule. Interest shall accrue on outstanding principal and be calculated in accordance with the Bank's standard practice unless otherwise agreed in writing.

Security and Collateral

To secure payment and performance of all Obligations, the Client grants to the Bank a continuing security interest in and lien on the Collateral described below. The Client will execute such security documents and filings as the Bank may require.

Electronic Funds Transfer and Authorization

The Client authorizes the Bank to initiate or accept electronic credits and debits, to effect wire transfers, and to process Automated Clearing House (ACH) transactions on behalf of the Client consistent with the Bank's operating rules. The Client agrees that the Bank may rely on electronic authorizations and that the Bank's records will be conclusive evidence of the contents and timing of transfers.

ACH Authorization: Client authorizes ACH debits/credits

Representations, Warranties and Covenants

The Client represents and warrants that (i) it is duly organized and in good standing under applicable law; (ii) the execution and performance of this Agreement are within its powers and have been duly authorized; (iii) the persons executing this Agreement have authority to bind the Client; and (iv) collateral described herein is owned free and clear of prior liens except as disclosed. The Client covenants to maintain its organization, maintain insurance, and keep collateral free of liens except permitted liens.

Events of Default and Remedies

Events of Default include failure to pay when due, breach of representation or covenant, insolvency, or material adverse change. Upon Event of Default the Bank may declare all Obligations immediately due and payable, exercise all rights and remedies under this Agreement and applicable law, set off any accounts of the Client with the Bank, and realize on collateral.

Indemnity and Limitation of Liability

The Client shall indemnify, defend and hold harmless the Bank and its affiliates from and against all losses, claims, liabilities and expenses arising out of the Client's breach of this Agreement or negligence. Except for willful misconduct or gross negligence, the Bank's liability shall be limited to direct damages and shall not include consequential, punitive or incidental damages.

Notices

All notices must be in writing and delivered to the address set forth above (or such other address as a party designates by written notice). Notice is effective upon receipt when delivered in person, by certified mail, overnight courier, or as otherwise agreed.

Governing Law and Miscellaneous

This Agreement is governed by the laws of the state identified below without regard to conflict of law principles. Any dispute shall be resolved in the courts of that state unless the parties agree otherwise in writing.

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force. This Agreement constitutes the entire agreement of the parties with respect to its subject matter and supersedes prior understandings.

Acknowledgment

The undersigned representative of each party certifies that he or she is authorized to execute this Agreement on behalf of the party, has read and understands the terms and agrees to be bound by them.

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