MechDirect^® for Business Internet Banking Agreement

This MechDirect® for Business Internet Banking Agreement establishes the terms and conditions for electronic access to your accounts using our MechDirect® for Business Internet Banking Services (the "System"). When you click "I have read the above MechDirect for Business Internet Banking Agreement" or by using our System, you agree to the terms and conditions of this Agreement. Please read it carefully and print and retain a copy for your records.

1. Definitions. In addition to other terms defined in this Agreement, the following terms have the following meanings:

   1.1.“Accounts” means your deposit and loan accounts that you maintain with us. Not all Services are available with all your Accounts.

   1.2.“Agreement” means this MechDirect® for Business Internet Banking Agreement as it may be amended, supplemented or revised by us from time to time.

   1.3.“Application Form” means the application and authorization you complete in order to obtain access to the System.

   1.4.“Business day” means any day that we are open for banking services but excluding bank holidays, Saturday and Sunday.

   1.5.“Existing Customer” means a customer who began using the Services before July 1, 2002.

   1.6.“New Customer” means a customer who began using the Services on or after July 1, 2002.

   1.7.“Security Codes” means the access ID and password used by you to access the System and use the Services. For Existing Customers, your previous “user ID” will continue as your new access ID.

   1.8.“Services” are defined at Section 4, below.

   1.9.“We,” “us,” “our,” “Bank” and similar words refer to The Mechanics Bank.

   1.10 “You,” “yours” and similar words refer to the corporation, partnership (general, limited or LLP), limited liability company, association, or other non-natural person who applied for access to the System and uses the Services.

2. Access to the System. To access the System, you must have at least access to the Internet, and a Mechanics Bank deposit or loan account. You are responsible for the set-up, configuration, operation and maintenance of your computer, modem and all other hardware and software you use with the System. You agree that we are not responsible for any errors or failures from any malfunction outside of our control, including: power interruption, delay resulting for high volumes of Internet traffic, breach of security (other than Systems under our direct and sole control) or message or transfer interception in transit, or any virus, malicious programs or other computer problem related to the use of the Services. You agree to use the Services solely for business purposes and not for electronic fund transfers to or from any account established primarily for personal, family or household purposes.
3. Initial Login; Agreement to Terms and Conditions.

   3.1.You will receive a temporary password on approval of your application. Using your account number and your temporary password, you will be required to choose an access ID and a new password to access our MechDirect® for Business Internet Banking website. Upon your initial login to the website, you will be required to choose a new password, which may then be used with your access ID as your Security Code.

   3.2. If you are a New Customer, you must complete and return an Application Form to us for our approval. This Agreement is not consummated unless and until we approve your application to use the Services, as set out in the Application Form. If you are approved, we will provide you confirmation of our acceptance of your application and your assigned temporary password. We may provide your temporary password to you either orally, by mail or in person, at our option. We may require the person to whom we deliver the temporary password to provide to us reasonable verification that he or she is one of the persons authorized by you to represent you in connection with the establishment of the MechDirect Services. After issuance of the temporary password to you, a New Customer enters into and is bound by this Agreement by doing either of the following:

   3.2.1. Clicking “I have read and agree with the disclosure below” when asked if you agree to the terms and conditions of the electronic copy of this Agreement; and/or

   3.2.2. By using any of the Services.

   3.3. If you are an Existing Customer, your use of the Services is governed by the terms and conditions of this Agreement. Our prior Direct Banking Services Agreement (Business) with you allows us to change its terms and conditions. This Agreement supercedes the Direct Banking Services Agreement(s) (Business) to the extent of any inconsistencies between the two. Any continued use by you of the Services serves as your agreement to the terms and conditions of this Agreement. If you do not agree to these terms and conditions, notify us immediately and in any event within 30 days of your having received a paper or electronic version of this Agreement.

   3.4. You authorize us to obtain information about you from others (including credit reporting agencies) as part of our review of your application, and from time to time thereafter. You agree to provide us with information as we request, from time to time.

4. The Services. You can use the System to access the Services below. Some Services may not be available to you except after special application to and approval by us, even though the Service appears on your computer screen. In addition, limitations may apply to Services, as explained in other sections of this Agreement. The Services are:

   4.1.View balances in your Account(s);

   4.2.View Account histories (debit and credit transactions for the most recent 15 days; prior account statements are available covering earlier periods);

   4.3.Transfer funds between Accounts (transfers between Accounts are limited to Accounts with the exact same ownership and vesting; see below for some of the risks in linking Accounts for transfer purposes if the signature authorization on the Accounts differs from the access allowed under the System);

   4.4.Order checks;

   4.5.Make stop payment requests on checks;

   4.6.Use Bill Payment (see below for more details on Bill Payment, including stopping a Bill Payment);

5. Delay in Updates of Balance and Other Account Information. The balance and the activity information that you obtain through the System are current as of the time the information is sent to you by the System. Nonetheless, balance information may not reflect all current transactions. For example, there may be delay or lag between the time information is sent from our data system to the time it is received at your computer, and the information may change during that time delay. Some transactions are provisional, and these will be identified as “current day transactions” to you.
6. Hours of Access. You can use the System seven days a week, twenty-four hours a day, although some or all Services may not be available occasionally due to emergency or scheduled System maintenance. We will use reasonable efforts to post notice of any extended periods of non-availability on the website.
7. Your are Responsible for Your Access ID and Password. For security purposes, you are required to choose your access ID as part of the Application Form and to choose your password during your initial logon to the System. You determine what Security Codes you will use to access the System. You agree to limit disclosures of Security Codes only to those who you authorize to use the Services. You will establish procedures to protect the confidentiality of all information relating to the Services, including all Security Codes, and will promptly notify us if you know or suspect that information is stolen, compromised, or misused. You agree to establish and implement physical, technical and administrative measures to prevent unauthorized use of Security Codes, including appropriate password controls, based on your assessment of the security requirements appropriate for the Services utilized by you.
8. Risks of Loss are Borne by You. You assume all risks associated with disclosure or discovery of any access ID or password to or by your employees or others. We are not responsible for verifying whether a transfer request or other communication is originated by you or authorized by you other than through the security procedures of the System described in this Agreement.
9. You Are Responsible for Transactions through the System Purporting to be From You.

   9.1.Security Codes Used to Authenticate Transactions (including Bill Payment). You authorize us to act on all communications (including Bill Payment) received after the System has been accessed using your Security Codes.The authenticity of any transfer request, Bill Payment instruction or other communication purporting to be from you will be verified by us using these Security Codes as a security procedure. Any transfer request, Bill Payment instruction or other communication received by us through the System and purporting to be from you will be deemed authorized by you and will be binding on you if the System was accessed using your Security Codes. If we used this security procedure to verify the authenticity of a transfer request, Bill Payment instruction or other communication received by us and purporting to be from you, then we will be entitled to rely on it and you will be obligated and bound by it even if in fact the transfer request, Bill Payment instruction or other communication was not authorized by you.

   9.2. Bill Payment and Multiple Security Codes. You will need to create separate Security Codes if you wish to use the Bill Payment Services. Only one Security Code is created to obtain access to the System generally. For Bill Payment, you may create one or more Security Codes, each of which will have the effect described in this Agreement. Since more than one Security Code may be created for Bill Payment, you acknowledge and agree that you will monitor Bill Payment Security Codes closely, controlling their creation and access to them, to prevent unauthorized Bill Payment instructions being sent to us.

   9.3. Authorized Transactions. If a transfer request, Bill Payment instruction or other communication was in fact authorized by you, then it will be binding on you even if we did not verify its authenticity using the security procedures of the System.

10. Lock-Out and New Security Codes. Upon three unsuccessful attempts to access the System, you will be blocked. To re-establish your authorization to use the System, you must contact us to have your codes reset or to obtain a new temporary password. We may require personal appearance or other proof of identity, with proof of authority to represent you, before facilitating the creation of new Security Codes.
11. Your are Responsible for Who has Access to the Services. You are responsible for controlling access to the Services and for any limitations placed by you on the Services that may be used by other persons. The fact that we are or may be made aware of, or could have discovered, any limitation on access to a Service does not make us obligated to enforce or attempt to enforce any limitation. You understand that persons may utilize the Services (including Bill Payment) without regard to restrictions that may be applicable to an Account when the Account is not accessed through the System. For example, if a person obtains Security Codes to use Bill Payment, that person will be able to cause payments from an Account whether or not he or she has been authorized to do so according to the signature card otherwise applicable to the Account. For example, if a person has signing authority over Account "A" but not over Account "B," but has access to the Services, he or she could transfer funds from "B" to "A" and then withdraw funds from "A." You agree that any arrangements with us to require one or more authorized signatures for transactions involving your Accounts do not apply to transfer requests or Bill Payment instructions received by us through the System.
12. You Are Obligated to Review and Determine the Adequacy of the Security Procedures. You will review and implement all security procedures available in connection with the System and the various Services. After this review, you will notify us if your use of the System Services would necessitate or be better served by a level of security that exceeds that offered by the System. If you fail so to notify us, you acknowledge and agree that the security aspects of the System Services are appropriate for your needs and will provide you with a commercially reasonable degree of security against unauthorized use.
13. Communication Through the Internet is Inherently Insecure. Data transferred via the System is encrypted in an effort to provide transmission security. Notwithstanding our efforts to insure that the System is secure, you acknowledge that the Internet is inherently insecure and that all data transfers (including transfer requests, Bill Payment instructions and electronic mail) occur openly on the Internet. This means that the data transfers potentially can be monitored and read by others. We cannot and do not warrant that all data transfers utilizing the System will not be monitored or read by others. You agree not to use e-mail to transmit confidential information to us; we may disregard any e-mail from you that seeks to accomplish a transfer to or from an Account or otherwise to transact on an account.
14. Fees and Charges. You agree to pay our fees and charges for your use of System and Services, as set by us from time to time. You agree that fees and charges may be deducted from any of the Accounts maintained by you at Bank or any other account of yours. You agree to pay any additional charges for Bank services you request which are not covered by this Agreement. You are also responsible for telephone, Internet service and any other third party fees you incur in connection with your use of the System. Bank may modify any fees or charges at any time and from time to time. We will provide you with notice of any changed fees or charges, normally in advance of the effective date of the change. Our current fees and charges are currently available online at www.mechbank.com. They can also be obtained at any branch office or by calling us at 800-797-MECH (6324).
15. Processing Transfers Between Accounts. Account to Account transfer requests received by us through the System before 4:00 p.m. on a business day are posted and processed the same day. Transfer requests received by us after 4:00 p.m. on a business day, or on a Saturday, Sunday or a banking holiday, will be posted and processed the next business day. You will not be allowed to use the Services to make loan repayments by transfers between Accounts. Transfers from savings accounts are subject to limitations on the number of transfers per statement cycle, as described below.
16. Bill Payment. If you are approved for the Bill Payment Service, the following terms and conditions apply.

    16.1.Technical Requirements. When using Bill Payment, you must designate the Account from which the payments are to be made; the complete name of the payee, the account number, and the payee's remittance address, all exactly as shown on the billing statement or invoice; the amount of the payment; and the date you want the payment to be debited from your account. If the date you want the payment to be debited from your account is not a business day, your account will be debited the next business day. By using the Bill Payment Service option, you agree that, based upon instructions received under your password, we can charge your designated account by electronic transfer, "no signature required draft", or by debiting and remitting funds on your behalf. You also agree to pay your bill payment fees, which may be charged to your designated Account or otherwise charged to an account.

    16.2.Use of Vendors; Use of Information. We may use one or more bill payment vendors to provide the Bill Payment Services, and you understand that various financial intermediaries and their servicers may be involved in processing your bill payment. These intermediaries may benefit from interest that accrues on Bill Payments between the time your Account is debited and the time the payee is paid. Any information you provide may be used by us or any of these other parties to complete or otherwise deal with your transaction or comply with any laws, rules or regulations. If there is a dispute between you and us, or either of us and any other person (including any merchant, payee, financial institution or other intended or actual recipient of any bill payment), you authorize us to obtain information regarding you, your account and your Bill Payment obligations (or the absence of them) from any party that was involved in the Bill Payment transaction or that might otherwise assist in the resolution of the dispute or problem. This may include financial and other information regarding you.

    16.3. One-Time and Recurring Payments; Charging Account; Fees. You can use Bill Payment Services to make one-time or recurring Bill Payments. The Service will allow you to schedule bill payments in advance, and then to choose to have these payments made on a regular schedule or only one time. When you schedule a payment, you will need to identify the Account that will be used to pay the bill and the date for sending the bill payment. This date is called the “Payment” date. We can charge your account for Bill Payments made using the Services and treat your password as your authorization to do so. You agree to pay our fees for Bill Payment Services, even if you do not use the Service in any given month. If you wish to cancel the Service, you must notify us and we can continue to assess any monthly service charge or other fees until we receive notice of your cancellation of the Services.

    16.4. Available Funds. For current transactions, you will need to have sufficient available funds in that Account to cover the amount of the Bill Payment on the day you initiate the payment, and we will debit your Account at that time. For future or recurring transactions, you will need to have sufficient funds in the account on the “Payment” date, since we will debit your account on the “Payment” date. You can initiate bill payments up to the available funds in your Account (plus any linked credit or other overdraft facility). However, any one Bill Payment may not exceed $25,000.00 per payee. If you exceed this limit, then we may prevent (or reverse) Bill Payments in any order and in any amount that we choose, even if the result is to reduce your transactions to a level below the amounts needed to pay your bills.

    16.5.Limitations on Payees; Governmental and Tax Payments. You may not use Bill Payment to make payments for federal, state or local taxes, or to courts, or other governmental persons. We may also establish other payees that may not be processed through the Bill Payment Service.

    16.6.Cut-Off Hour. The “Payment” date is the date that we will initiate the Bill Payment. Bill Payments should be scheduled sufficiently in advance of the due date of your bill to allow the payee to receive it on the due date set by your payee and without taking into account any grace period that may be offered by your payee. It is you responsibility to make sure each transaction is scheduled sufficiently in advance of the Due Date.

    16.6.1. “Today” Bill Payment transactions received by us after 9:00 p.m. our local time or on a day that is not a business day of ours (or of any bill payment vendor or intermediary that we may use) may be treated by us as received on the next business day, delaying payment. "Today" transactions may not be canceled after your on-line banking session ends.

    16.6.2. “Future” Bill payment transactions may be requested up to 364 days in advance. “Recurring” Bill Payments allow a repetitive transaction in the same amount to the same merchant or Account at a specified interval of time. Future and Recurring Bill Payment transactions scheduled for a Payment date that is not a business day of ours (or of any bill payment vendor or intermediary that we may use) may be treated by us as received on the next business day, delaying payment. Future and Recurring Bill Payment transactions may be changed or canceled using the Service until midnight of the business day before the Payment Date.

    16.7. Scheduling Payments in Advance of the Due Date. Electronic bills will be paid by the second business day following the Payment date. Some companies you pay through the System are not set up for electronic payment and therefore receive a paper draft on your behalf. These paper draft payments can take up to 5 business days to process before the payee receives the payment. You are responsible for ensuring that you initiate a bill payment in time for the payment to reach the payee before its due date (without taking into account any grace period). We are not responsible for any damages you may suffer if you do not allow at least 5 business days between the Payment date and the due date of your bill or obligation, without counting any grace period offered by the payee.

    16.8. Accurate Information on Payees. You can make a Bill Payment to anyone that is accepted by the System as a payee. Whether the bill payment is made by electronic payment or by check or draft, the Bill Payment will be processed using the information you supply, and if the information you give to us is inaccurate or incomplete in any way the bill payment may be delayed or mis-directed. If the System provides you with a series of options regarding payee address or location, you are responsible for correcting that information if it does not agree with your records or with your particular bill. We and the others that handle your bill payment (including the payee’s bank) are entitled to rely on information you supply, such as the payee’s account number or the routing number of the payee’s bank, even if the name you give to us and the number you give identify different persons.

    16.9. Delays by Payees. We are not responsible for any delay in processing a Bill Payment after it is received by a payee, including any delay by a payee as it reconciles an electronic or paper draft Bill Payment with the invoice or statement associated with your payment.

    16.10.Compliance. Bill payments are made through the automated clearing house (the “ACH”) are subject to the rules of the ACH, and you agree to be bound by the Operating Rules of the ACH, including the rule making payment to the payee provisional until receipt by the payee’s bank of final settlement of the credit transaction. If final settlement is not received, you will not be deemed to have paid the payee the amount of the electronic bill payment. You agree not to initiate Bill Payments or otherwise use the system in violation of, and to comply with, the laws of the United States, including sanctions laws administered by the Office of Foreign Asset Controls. You agree to reimburse us for any fines or penalties imposed on us by the ACH, any ACH Operator or any other organization or person that are due to your conduct.

    16.11.Our Right to Refuse a Bill Payment Request or Transaction. In addition to any other rights we may have, we may refuse to process any Bill Payment or payments at any time, for any reason or for no reason. We will normally seek to notify you promptly, unless there are security reasons for not doing so (but no notice is required if we refuse to process a payment that is prohibited under this Agreement). Without limiting the foregoing, we are authorized under this Agreement, any you agree that we may, prevent payments to or refuse to process payments to any person or entity that you attempt to pay using the Services.

17. Receipt of Transfers and Bill Payment Requests. An Account to Account transfer request, or Bill Payment instruction, or any other electronic communication from you to us is deemed received by us only when it is actually received by the System in a form and format acceptable to the System. You have no right to cancel or amend any request or any debit or credit entry after transmission to us. We may at our discretion seek to assist you in canceling or amending any transmission, but are not obligated to do so. If we do, you will indemnify us in accordance with this Agreement for any losses we may suffer in connection with our efforts.
18. Stop Payment Orders

    18.1.Stop Payment on Bill Pay Transactions. You cannot stop payment on an electronic Bill Payment except as described above. When a check or draft is used for Bill Payment, you may be able to stop payment by contacting us, and following our stop payment procedures. See our “Deposit Agreement” for details as to how to accomplish this.

    18.2. Stop Payment on non-Bill Pay Transactions. You may also initiate stop-payment requests online via the System for non-electronic Bill Payment and for paper checks you have written (non-electronically) on your Bank accounts. See our “Deposit Agreement” for details as to how to accomplish this.

    18.3. All Stop Pay Orders. To be effective, your stop payment order will need to reach us in sufficient time for us to process the request before the paper item has cleared. With respect to all stop payment orders, you agree as follows:

    18.3.1. The Account information available to you may or may not include current transactions. Accordingly, you understand that a check may have been paid or cashed by us before we receive your stop payment instruction and have had a reasonable time to act on it. Even though a check does not appear in the Services as paid or cashed, your stop payment order will not be effective in those cases.

    18.3.2. To indemnify and hold us harmless from all liability, damage and expense incurred for refusing payment of the check.

    18.3.3. That the order shall automatically terminate if the account on which the check is drawn is closed.

    18.3.4. To notify us in writing to release the order if and when the reason for the stop payment ceases to exist.

    18.3.5. We are not responsible for failure to stop payment on any item if we do not receive your stop payment request or if we receive it and do not have enough time reasonably to respond to it.

    18.3.6 Despite proper completion and delivery of a stop payment order, you still may be liable on the check to any subsequent holder in due course. Should the check described for any reason be paid over the stop payment order, we may avail ourselves of remedies at law to recover the loss.

19. Overdrafts (Order of Payments, Transfers; and other Withdrawals). Credits to your account will be made in accordance with our standard funds availability policy. If your Account has insufficient funds to perform all electronic fund transfers and other payments from the account for a given business day, then:

    19.1.Electronic funds transfers involving currency disbursements will have priority;

    19.2.Electronic funds transfers initiated through the System which would result in an overdraft of your Account may, at our discretion, be canceled;

    19.3.In the event the electronic fund transfers initiated through the System which would result in an overdraft of you Account are not canceled, overdraft charges may be assessed, pursuant to the terms of any Deposit Agreement for that Account;

    19.4.Items may be dishonored or otherwise returned to avoid an overdraft; and

    19.5.You authorize us to seek the return of any previously sent funds transfers.

20. Limits on System Transactions.Federal regulations limit the number of certain types of transfers from interest bearing accounts. You are limited to six pre-authorized electronic fund transfers and telephone transfers (including System transactions, checks and point-of-sale transactions) per month. Of these six transactions, you are limited to no more than three transactions per month by check, draft or similar order. Each fund transfer or payment through the System from your savings or money market deposit Account is counted as one of the transfers you are permitted each month from that Account. Demand deposit accounts are not subject to these transfer limitations. All transfers between Accounts or to third parties are subject to there being sufficient available funds to cover the amount of the transfer request in the affected account. You agree to pay us in immediately available funds any amounts due to us as a result of our processing any transfer request or Bill Payment instruction for you. If we allow transfers or Bill Payments to be processed against insufficient funds, we are not obligated to continue that practice. We may from time to time impose lower limits on the amount of any transfers or Bill Payments, or require funding in advance of actual processing. We will communicate these limits to you if they are imposed.
21. Security Interest in Accounts. You grant us a security interest in all Accounts or other deposits (whether general or special) of yours at the Bank, and in all funds in such Accounts or other deposits, to secure your obligations to us under this Agreement. This security interest will survive termination of this Agreement. We may hold any funds on deposit with us by you after termination of this Agreement when necessary for us to protect ourselves against losses.
22. Periodic Statements. You will get a monthly Account statement. It will not be a separate statement for banking transactions you make using the System. Transfers to and from your Accounts and Bill Payments will appear on the respective periodic statements for your Accounts. You will not receive separate confirmation of transfers to or from your Accounts through the System, other than the information provided to you using the System.
23. Change in Terms. We may change any term of this Agreement at any time. If advance notice of the change is not required by law, we may notify you of the change in terms after the change becomes effective. We reserve the right to waive, reduce or reverse charges or fees in individual situations. You acknowledge and agree that changes to fees applicable to specific Accounts are governed by the applicable deposit agreements and disclosures.
24. Termination.

    24.1. By You. You may cancel your access to the System at any time by providing us with written notice. Your access to the System may be suspended within 3 business days of our receipt of instructions to cancel the Service from any person purporting to represent you. You will remain responsible for all transactions that occur prior to termination, whether termination by you or by us, and for any fees and charges incurred prior to the date of cancellation.

    24.2. By Us. You agree that we can terminate or limit your access to the System or any Services or any particular service for any of the following reasons:

    24.2.1. Without prior notice, if you have breached any term of this Agreement. Services may be reinstated, in our sole discretion, once sufficient funds are available to cover any fees, pending transfers, and debits.

    24.2.2. Upon reasonable notice (including immediate), for cause (including the foregoing) or without cause, in our sole discretion.

25. Effect of Termination. Termination for any reason (whether by you or by us) will not affect provisions of this Agreement the natural process of which would survive termination. Termination will not affect any obligations you have under any provision of this Agreement, and those obligations will survive, if the obligation(s) relates to or arises out of any action or inaction by you or any transaction that occurred prior to termination.
26. Communications between Bank and You. We may write to you at the most current address shown on the Bank’s records. You can write to us at:

    The Mechanics Bank
    Post Office Box 1786
    Richmond, CA 94802-0786



27. Your Duty to Notify Bank of Error. If you fail to notify us within 60 days after you receive notice (whether by paper statement or electronic statement) of an unauthorized or erroneous transfer or transaction, you will be precluded from asserting any lack of authorization or any error against us.
28. Limitation on Liability. As a condition precedent to any liability of ours, you must notify us in writing of any alleged negligence or breach of this Agreement by us as promptly as reasonably possible, but in no event later than 5 business days following the day on which such alleged negligence or breach was, or could reasonably have been, discovered by you. Our entire liability and your sole remedy under this Agreement, whether or not the claim is in contract or tort, will not exceed an amount of the fees charged by us to you for your use of the Services during the 3-month period preceding the date of the alleged negligence or breach. Except as set forth herein, we will not be liable or have any responsibility of any kind or any loss or damage thereby incurred by you as a result, directly or indirectly, of any unauthorized person gaining access to, or otherwise making use of, the System. We cannot and do not warrant that the System will operate without errors, or that any or all System Services will be available and operational at all times.
29. NO CONSEQUENTIAL DAMAGES. IN NO EVENT WILL BANK BE LIABLE FOR SPECIAL, GENERAL, CONSEQUENTIAL, INCIDENTAL, EXEMPLARY OR SIMILAR DAMAGES, EVEN IF BANK HAS BEEN ADVISED OF THE POSSIBILITY THEREOF. BANK MAKES NO WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, OR ANY WARRANTY OF NON-INFRINGEMENT OF THIRD PARTY PATENT OR OTHER PROPRIETARY RIGHTS. THIS PARAGRAPH WILL SURVIVE THE TERMINATION OF THIS AGREEMENT BY EITHER PARTY, AND ALSO LIMITS THE LIABILITY OF ANY AGENT, EMPLOYEE OR AFFILIATE OF BANK.
30. Indemnity. You will indemnify, defend and hold us harmless from against any and all loss, liability, cost, charges or other expenses (including reasonable attorneys' fees) which we may incur or be subject to, arising out of or related directly or indirectly to any breach by you of any of your obligations under this Agreement
31. Governing Law. This Agreement is also subject to applicable federal laws and the laws of the State of California (except to the extent this Agreement can and does vary such rules or laws, and excluding California rules governing conflicts of law).
32. Miscellaneous. If any provision of this Agreement is found to be unenforceable according to its terms, all remaining provisions will continue in full force and effect. The headings in this Agreement are for convenience or reference only and will not govern the interpretation of the provisions. Any waiver (express or implied) by either party of any default or breach of this Agreement must be in writing and shall not constitute a waiver of any other or subsequent default or breach. You may not assign this Agreement. This Agreement is binding upon your heirs, successors and assigns. Any of your obligations pursuant to this Agreement that by their nature would continue beyond the termination, cancellation or expiration of this Agreement shall survive termination, cancellation or expiration of this Agreement. This Agreement and the Application Form constitutes the entire agreement between you and Bank with respect to the subject matter hereof and there are no understandings or agreements relative hereto which are not fully expressed herein. The terms and conditions of the deposit agreements and disclosures for each of your Accounts, as well as your other agreements with Bank (such as for loans or other services), continue to apply except as specifically altered by this Agreement. You represent and warrant that this Agreement, once duly executed and delivered by both parties, will be a valid agreement enforceable against you in accordance with its terms. You agree to cooperate with Bank in all manner reasonably requested by Bank, including providing Bank with information about you and executing and delivering to Bank any documents reasonably requested by Bank to further the purposes of this Agreement.

(Rev. 6/02)