Thank you for opening a charge card account with Lewis & Clark Bank, an Oregon state chartered bank(the “Bank”). This Car IQ Pay Vehicle Charge Card Agreement (this “Agreement”) governs your charge cardaccount with the Bank (the “Account”) and the use of the charge cards issued and used in connection with yourAccount from time to time (each, a “Card”). Cards will be in virtual form, co-branded with our program managerand Servicer, Car IQ Inc. (“Car IQ”), and assigned to specific vehicles in your Fleet (each, a “Vehicle”).

As used throughout this Agreement, the terms “we,” “us,” and “our” (and related terms) refer to the Bank,the terms “Customer,” “you,” “your,” and “yours” (and related terms) refer to the customer identified on the CarIQ Fleet Master Services Agreement (the “Fleet MSA”) and Fleet Program Application (the “Application”). Bysigning the Fleet MSA, you agree to the terms and conditions of this Agreement. Further, any driver of a Vehiclewho uses a Card, or any other person you authorize to use a Card, in connection with your Account (each, an“Authorized User”), agrees to the terms and conditions of this Agreement by using such Card.

In addition to the terms defined elsewhere in this Agreement, please note that the following terms will have the following meanings as used throughout this Agreement:

“Billing Cycle”

The period between Statements. Please refer to our Fee Schedule for a description of the Billing Cycle applicable to your Account. Each Statement will show the Statement closing date, which is the last day of the Billing Cycle.

“Card Transaction”

The use of a Card to make a purchase or initiate a transaction in connection with your Account (e.g., by you, your Authorized User, someone authorized by you, etc.).

“Charge(s)”

Any amount charged to your Account from time to time, including without limitation amounts charged for Card Transactions and for fees, interest, or other Charges set forth in our Fee Schedule.

“Credit Balance”

A promotional credit, return, excess payment, or any other type of credit that adds a credit balance to your Account.

“Fleet”

Your owned and/or managed fleet of vehicles that are equipped with Car IQ’s vehicle payment technology under a separate written agreement between you and Car IQ.

“Servicer”

Car IQ, along with its partners and service providers, will be the servicer of your Account. Please note that we may designate a new Servicer from time to time, in which case we will notify you of the new Servicer in accordance with Applicable Law.

You and your Authorized Users may use Cards for purchases in person or by providing to participating merchants information needed to complete the transaction by any other means (e.g., online, through a mobile application, through the Car IQ Platform, etc.). Please note that we have the right to decline to authorize any Card Transaction for any or no reason in our sole discretion, even your Account is in good standing, with or without notice to you before or at the time of the transaction. Further, we also reserve the right, in our sole discretion, to restrict the use of Cards to certain merchant category codes (“MCCs”) from time to time, in which case you understand and agree that Cards may only be used for purchases with merchants classified under such MCCs.

Cards may only be used to make purchases for business purposes. You will not use a Card, and you will not permit any person (including your Authorized Users) to use a Card, for personal, family, or household purposes. You and your Authorized Users may not use (or attempt to use) a Card for any unlawful activity. If a Card is used for any unlawful purchase, we may consider you to be in violation of this Agreement, decline the transaction, and/or terminate your Account. If we elect to terminate your Account, you understand and agree that you will still be liable for all Charges on your Account at the time of termination.

If a Card is used to effect a Card Transaction involving a foreign currency, Visa will convert the amount into U.S. dollars using its own currency conversion procedures. The conversion rate in effect at the time of the Card Transaction may differ from the rate in effect on the Card Transaction date that appears on your Statement. We do not adjust the currency exchange rate; however, we do charge a Foreign Transaction Fee on such transactions. Please refer to our current Fee Schedule for the amount of this Foreign Transaction Fee. You agree to pay all Charges for converted transaction amounts.

Please note that the Cards remain our property, and you agree to immediately cease using any Card(s) upon our request. We may replace a Card (including without limitation any number(s) associated with a Card) with another Card at any time. All Authorized Users must be at least eighteen (18) years old, and you must confirm that each individual meets this age requirement before providing such individual with access to a Card. If at any time you remove a Vehicle from the Fleet, you agree to immediately notify us in writing of such removal and to cease using the Card assigned to that Vehicle.

You understand and agree that you are responsible for all Charges made by each Authorized User, even if those Charges are more than you intended or authorized. You further understand and agree that you are responsible for all Charges made by each Authorized User, regardless of the purposes of those Charges, whether you benefitted from those Charges, or whether the Authorized User violated your own internal rules or policies surrounding the use of a Card. If you are a partnership or sole proprietorship, each partner or the owner of the proprietorship (as applicable) acknowledges personal liability for all Charges made on Cards (and if there is more than one partner, all partners will be jointly and severally personally liable for all such Charges).

Except as otherwise described in this Section 2(e), we will not be responsible or liable for the unauthorized use of a Card that occurs before we receive oral or written notice of any loss, theft, or unauthorized use of the Card (e.g., due to lost or stolen Vehicles or otherwise). Lost or stolen Vehicles, or any unauthorized use of a Card, must be reported immediately by email to support@gocariq.com or in writing to the address shown on your Statement.

After we receive this notice, the Customer will not be liable for any further unauthorized use of the Card; however, if the Customer is an organization with ten (10) or more Authorized Users and we have issued ten (10) or more Cards in connection with the Account, the Customer will remain responsible and liable for all unauthorized use of the Card before the Customer has notified us of such unauthorized use. In other cases (and except as described below in connection with Visa’s Zero Liability Program), the Customer will be liable for up to fifty dollars ($50) for the unauthorized use of such Card before we have received notice of such unauthorized use. In some cases Visa’s Zero Liability Program may offer additional protection from the unauthorized use of a Card. If the Card (and the Card Transaction in question) is subject to Visa’s Zero Liability Program and we receive notice of the unauthorized use of such Card, we will limit the Customer’s liability for the unauthorized use of the Card to zero, unless we reasonably determine, based on substantial evidence, that the Customer or the Authorized User was fraudulent or negligent in the handling of the Account or Card.

We reserve the right to establish, in our sole discretion, one or more limits applicable to your Account and Cards from time to time. You and your Authorized Users agree not to attempt to initiate or make any transactions that will cause you to exceed such limits. If applicable, these limits will be disclosed to you electronically, by mail, on your Statements, or on the Car IQ Platform, Website, or Mobile Application. It is your sole responsibility to monitor your Account balance and any applicable limits. You agree to notify your Authorized Users of these limits.

In some circumstances, we may (but are not obligated to) allow Card Transactions that would allow the Account or a Card to exceed any such limits; provided, however, that if we allow any such Card Transactions, we will not be obligated to do so on future occasions. You agree to immediately pay for any such Card Transaction and any applicable fees or other Charges. We may modify the limits on your Account and Cards for any reason in our sole discretion based on credit scores, payment histories, and/or other criteria we establish. We will notify you of any such modifications, either electronically, by mail, on your Statements, or on the Car IQ Platform, Website, or Mobile Application, after which you agree to comply with such modified limits, and you agree to notify your Authorized Users of such modified limits.

We will make a periodic statement available to you electronically in connection with your Account, which will include an itemized list of current Charges, a Statement Balance, and a Payment Due Date for the Billing Cycle (each, a “Statement”). To calculate the “Statement Balance”, we will do the following on a Billing Cycle basis: (a) first, we will begin with the outstanding balance on the Account at the beginning of each Billing Cycle on the prior Statement (the “Past Due Balance”); (b) second, we will then add to the Past Due Balance any Card Transactions that are recorded on the Account; (c) third, we will then subtract any other adjustments applicable to the Account (e.g., corrections of a prior calculation, etc.); and (d) lastly, we will then add any applicable fees, interest, or other Charges. You agree to pay the Statement Balance by the “Payment Due Date” indicated on your Statement in accordance with this Agreement.

Interest charges will begin on the date a Card Transaction is posted to your Account; however, you may avoid paying interest charges on the balance of Card Transactions reflected on your Statement, and on any new Card Transactions appearing on your next periodic Statement, by paying the entire Statement Balance on or before the Payment Due Date. We compute interest charges for a Billing Cycle by applying the annual percentage rate set forth in our current Fee Schedule (the “APR”) to the Average Daily Balance of your Account. To determine the Average Daily Balance, we first take the beginning balance of the Account each day, and then add any new Card Transactions, and then subtract any payments, credits, non-accruing fees, and unpaid interest charges – this gives us the daily balance. Then, we add up all of the daily balances for the Billing Cycle and divide by the total number of days in the Billing Cycle, which gives us the “Average Daily Balance”.

You agree to pay for all Charges in connection with your Account, including all Card Transactions, fees, interest, and any other Charges by ACH unless otherwise agreed with our Servicer. You must pay the full Statement Balance by the Payment Due Date indicated on your Statement. For the avoidance of doubt, you may not carry the Statement Balance across Billing Cycles. If you do not pay the full Statement Balance by the Payment Due Date, we may decline to authorize any future transactions on your Account and/or Cards until the full Statement Balance has been paid, and you will be charged interest (as described in Section 4) and a Late Payment Fee. Please refer to our current Fee Schedule for the current APR and for the amount of these Charges. No agreement between you and any Authorized User (including an agreement that will obligate the Authorized User to make payments in connection with your Account) will in any way affect your obligations under this Agreement.

You may designate a bank account (your “Designated Bank Account”) for purposes of making an automatic preauthorized payment each Billing Cycle in order to pay the full Statement Balance on or before the Payment Due Date shown on your Statement (the “Autopay Authorization”). By designating your Designating Bank Account, you represent and warrant that you have full authority to initiate such transactions with respect to the Designated Bank Account. You authorize our Servicer to electronically debit your Designated Bank Account on or before the Payment Due Date in order to pay the full Statement Balance shown on your Statement. You must ensure that there are sufficient funds in your Designated Bank Account on the specified debit date to pay the amount of the debit. If your Designated Bank Account does not have sufficient funds, the amount debited may be adjusted and you may be subject to fees and other Charges. You further authorize our Servicer to electronically debit or credit your Designated Bank Account to correct any erroneous credit or debit. You will be notified through the Car IQ Platform, Website, or Mobile Application (or through an email) of the amount and date of the payment that will be automatically debited from your Designated Bank Account. We will post the payment to your Account within (2) business days after we receive your payment; provided, however, the actual payment date will correspond to: (a) the day we receive your payment in the case of an electronic debit to your Designated Bank Account; or (b) the business day we receive your payment in alternative form if otherwise agreed with our Servicer (e.g., for payments made over the telephone, etc.).

All payments must be made in U.S. dollars. If you choose to make payments through an Autopay Authorization, your Designated Bank Account must be located in the U.S. Please note that we do not accept cash payments made through the mail. In some circumstances, we may accept payments over the telephone, in which case you will be charged a Payment Option Fee. Please refer to our current Fee Schedule for the amount of this Payment Option Fee. We may refuse to accept payments made to your Account by someone else on your behalf. Understanding how we apply your payment is important. In the event you make a partial payment, your payment will be applied as follows: (a) first, to any Transaction Fees, Penalty Fees, Payment Option Fees, and any interest, in the order of their entry to your Account; and (b) second, to Card Transactions, in the order of their entry to your Account.

We may reject and return any payment or other transaction that creates (or adds to) a Credit Balance on your Account. Any Credit Balance that is allowed will not be made available until we confirm that the payment has successfully cleared, and until all applicable Charges and credits have been posted to your Account. If at any time there is a Credit Balance on your Account, you understand and agree that the Credit Balance will be automatically applied as a credit on the following Statement, unless you provide us with a written request to have the Credit Balance refunded via check or direct deposit to your Designated Bank Account. If you wish to have the Credit Balance refunded to you via check, we may mail the check to the mailing address to which we send your Statements. Our Servicer will process the refund within seven (7) business days from receipt of such a written request, or after six (6) months have elapsed with no transactions on your Account.

Please refer to the current Car IQ Pay Vehicle Charge Card Fee Schedule (our “Fee Schedule”) for a description of the fees, interest, and other Charges you may incur in connection with your Account. The Fee Schedule is incorporated into and forms a part of this Agreement. All fees, interest, and other Charges will be posted to your Account, and you agree to pay such fees, interest, and other Charges in accordance with the terms of this Agreement.

Our Servicer will service your Account and Cards, which may include without limitation Account and Card management through the Servicer’s Platform, Website, and/or Mobile Application, customer service relating to any rewards offered in connection with your Account and Cards, and related services and activities. In this capacity, our Servicer may act on our behalf, perform our obligations, and/or enforce our rights under this Agreement. You understand and agree that we and our Servicer may share with each other, and with our and its third party service providers, any information you or your Authorized Users provide in connection with your Account or Cards, or any information that we or our Servicer collect in connection with your Account or Cards, in order for us and our Servicer to provide you with products and/or services contemplated under this Agreement.

The following events will constitute an “Event of Default” under this Agreement:

• Your Designated Deposit Account has insufficient funds to make the payments required under this Agreement when due (e.g., if your Designated Deposit Account has insufficient funds to pay the full Statement Balance on or before the Payment Due Date or otherwise);
• You fail to pay a Statement Balance in full by its Payment Due Date;
• You or any Authorized User exceed(s) the Account or Card limits described in Section 3;
• You or any Authorized User are (is) in breach of this Agreement, or you are in breach of any other agreement(s) you have with us;
• We learn or suspect, in our sole discretion, that you or any Authorized User has made a false,incomplete, or misleading statement to us or otherwise tried to defraud us, or we learn or suspect,in our sole discretion, that you or any Authorized User has engaged in misconduct, fraud, tortiousactivity, or a violation of Applicable Law; or
• A voluntary or involuntary bankruptcy proceeding is filed by or against you, a receiver or trustee for the benefit of creditors is appointed for you, or we have any other reason to believe, in our sole discretion, that you are unwilling or unable to pay your debts.

If an Event of Default occurs, we may declare the entire amount of your Account immediately due and payable. In addition to the foregoing, we may also take actions with respect to your Account, including without limitation closing or suspending your Account, suspending your Card(s), demanding and collecting payment from any Guarantor(s) (if applicable, as set out in Section 12), continuing to charge fees, interest, and other Charges if your Account has an outstanding balance, and/or pursuing any other action available to us under this Agreement and/or Applicable Law.

To help the government fight the funding of terrorism and money laundering activities, Federal law requires all financial institutions to obtain, verify, and record information that identifies each person who opens an Account. What this means for you: When you open an Account, we will ask for your name, address, date of birth, and other information that will allow us to identify you. We may also ask to see your driver’s license or other identifying documents.

We may ask for this information to identify the Customer, your Authorized Users, the beneficial owners of the Customer, and the individuals with significant responsibility for managing the Customer (e.g., the CEO, CFO, President, Treasurer, Corporate Secretary, General Partner, Manager or Managing Member, or any other individual who regularly performs similar functions). You agree to immediately notify us in writing if any of this information changes. We may ask you for additional documents and to verify any changes to information you provided us. Please note that we may restrict or close your Account and any Card(s) if we cannot verify this information, or if you fail to provide this information to us upon our request from time to time.

We may, in our sole discretion, require you to have one or more personal or business guarantors for your Account (each, a “Guarantor”). If you are required to have a Guarantor, they will be required to unconditionally guarantee to the Bank the payment and performance of every obligation relating to the Account, including without limitation payment of all Charges, Card Transactions, fees, interest, and any other liabilities or indebtedness for the Account and/or any extension, renewal, substitute, modification, or forbearance of such Account, pursuant to a separate guaranty agreement.

As collateral security for payment and performance of your payment obligations under this Agreement (collectively, the “Obligations”), you grant to the Bank a security interest in all of your personal property and assets pursuant to the terms of the Pledge and Security Agreement attached to this Agreement as Appendix A, which is incorporated into and forms a part of this Agreement (the “Security Agreement”).

You and each Guarantor (if any) authorize(s) us to obtain and use credit, income, and other information about the Customer and such Guarantor(s) from credit bureaus and other reporting agencies. We may reevaluate your and each Guarantor’s financial condition and investigate any information provided in connection with the Account or this Agreement at any time. While doing so, we may obtain a credit report on the Customer and/or a Guarantor or ask you or a Guarantor for additional information about the Customer’s or the Guarantor’s financial condition, in which case you and/or the Guarantor agree(s) to promptly provide us with such additional information. You and each Guarantor authorize(s) us to obtain any information about the Customer and such Guarantor that we believe in our sole discretion would be beneficial to determine your eligibility for the Account and Cards, including credit reports from consumer reporting agencies. Upon our request from time to time, you and each Guarantor agree(s) to provide us with corporate and/or personal federal and state tax transcripts and bank account statements and/or to complete, execute, and deliver any forms necessary or appropriate for us to obtain such tax transcripts or statements from applicable federal or state agencies or from your or such Guarantor’s financial institution. We may report information about your Account to business credit bureaus and other commercial entities from time to time.

Upon our request from time to time, you agree to provide us with copies of your financial statements, including without limitation balance sheets, income statements, statements of cash flow, and such other financial information we may request concerning your financial condition and operations (collectively, your “Financial Statements”). You must ensure that your Financial Statements are prepared and maintained in conformance with generally accepted accounting principles applied on a consistent basis throughout the periods involved, and that your Financial Statements present your financial condition and the results of your operations as of the dates and for the periods indicated. When you provide us with a copy of your Financial Statements, you represent and warrant that you have no knowledge of any actual, alleged, or suspected fraud loss events, or any false, misstated, or misleading financial information that would adversely affect the accuracy of the Financial Statements, and that you will immediately notify us if you become aware of any such events or information.

You and each Authorized User agrees to comply at all times with all applicable federal, state, and local laws, regulations, rules, and ordinances applicable to your business, as well as all laws, regulations, rules, and ordinances applicable to this Agreement, your Account, and/or the Cards (collectively, “Applicable Law”).

Except for the terms of the Security Agreement, we may amend this Agreement, our Fee Schedule, and any other agreements or documentation relating to our charge card accounts by providing written notice to you of any such amendment in accordance with Applicable Law. If you continue to maintain your Account after the effective date of any such amendment, you and each Authorized User will be deemed to have accepted the amendment. To the extent applicable, any such amendment will apply to your existing Account balance and to any future Card Transactions involving your Account. Any amendments to the Security Agreement must be in a writing signed by both the Customer and the Bank.

You may terminate this Agreement and your use of the Cards upon at least thirty (30) days’ prior written notice to us. We may terminate this Agreement and/or close or suspend your Account and Cards at any time and for any reason with or without notice to you, subject to Applicable Law. If your Account or any Card is closed or suspended for any reason, you must stop (and you must stop your Authorized Users from) using the Card(s), and you must cancel any and all preauthorized automatic payments or other transfers applicable to the Account. Upon our request, you agree to cease using the Cards. Please note that, in the event your Fleet MSA is terminated for any reason, this Agreement will also automatically terminate, unless we have otherwise agreed with you in writing to continue this Agreement. Any such termination, closure, or suspension of your Account and/or Cards will not affect your obligations as to any Account balance or other Card Transactions, fees, interest, or other Charges outstanding or initiated prior to such termination, closure, or suspension. All amounts due in connection with the Account will be due and payable in full upon termination.

You and your Authorized Users authorize us (and our Servicer) to contact you and your Authorized Users at any phone number or email address provided to us from time to time, or at any phone number or email address at which we believe we may reach you or any Authorized User. We may make contact through any method of communication, including without limitation calling, texting, emailing, sending push notifications through a Mobile Application, or using any other method of communication we elect to use from time to time, subject to Applicable Law. You and your Authorized Users consent to us using automated dialers or prerecorded messages. We may make contact to a mobile, wireless, or similar device, even if you or your Authorized Users are charged by mobile or other service providers. Further, you and your Authorized Users understand and agree that we may electronically record any telephone calls between the Bank (and/or our Servicer) and anyone acting on your behalf in connection with your Account or Cards, and you agree to obtain the consent of each of your Authorized Users, officers, employees, and agents to such recording. You agree that these recordings, and any other messages (e.g., via telecopier, fax, email, electronic message, etc.), will control in the event of any conflicts with your own internal records.

We may delay or waive enforcement of any of the provisions of this Agreement without losing our right to enforce the same provision later or any other provisions of this Agreement. You and your Authorized Users waive the right to receive notice of any waiver or delay or presentment, demand, protect, or dishonor. You and your Authorized Users also waive any applicable statute of limitations to the extent permitted by Applicable Law and any right you or an Authorized User may otherwise have to require us to proceed against any other person before suing to collect.

Neither the Customer nor any Authorized User or Guarantor (if any) may assign its rights or obligations under this Agreement (by operation of law or otherwise) without our prior written consent. Any such assignment or attempted assignment without our consent will be void. We may sell or assign your Account and/or this Agreement at any time and without prior notice to you, in which case any such purchaser or assignee will take our place under this Agreement. If we receive any payments from you after any such sale or assignment, we may return the payment to you, forward the payment to the purchaser or assignee, or handle your payment in any other way we deem reasonable, subject to Applicable Law.

You and your Authorized Users agree that we will not be responsible or liable for any refusal by a merchant, financial institution, ATM terminal or terminal operator, or other person to honor or accept a Card. We will have no responsibility or liability for any products or services obtained by you or an Authorized User with a Card, and you agree that any dispute concerning such products or services will be settled solely between you and such merchant, financial institution, ATM terminal or terminal operator, or other person. You and your Authorized Users further agree that we will not be responsible or liable for any losses or damages that you or an Authorized User incur(s) if we choose not to authorize a Card Transaction.

This Agreement will be governed by and interpreted in accordance with the laws of the State of Oregon without regard to conflict of law provisions. The Customer and each Authorized User and Guarantor (if any) consents to the personal and exclusive jurisdiction and venue of the state or federal courts located in Multnomah County, Oregon in connection with any suit, action, or matter arising out of or relating to this Agreement. The Bank, the Customer, and each Authorized User and Guarantor waives trial by jury in any judicial proceeding involving any matter (whether in tort, contract, or otherwise) arising out of or relating to this Agreement. In the event of any dispute or legal or equitable action arising out of or relating to this Agreement, the prevailing party will be entitled to all of its out-of-pocket expenses and costs (including reasonable attorneys’ fees). In addition, if we refer the collection of your Account balance to an attorney, you agree to pay our reasonable attorneys’ fees, in addition to any other fees, costs, or charges permitted under Applicable Law.

If any term, provision, or part of this Agreement is to any extent held invalid, void, or unenforceable by a court of competent jurisdiction, the remainder of this Agreement will not be impaired or affected, and each term, provision, and part will continue in full force and effect, and will be valid and enforceable to the fullest extent permitted by Applicable Law. Any provisions of this Agreement that by their nature would reasonably be expected to survive termination of this Agreement will survive any such termination.

Any written notice from us will be deemed given when mailed to the Customer at its mailing address for periodic Statements. Any such notice will also be deemed to constitute notice to all Authorized Users.

The Customer and each Authorized User agrees, jointly and severally, to indemnify and hold harmless the Bank, our Servicer, and their respective successors, assigns, directors, officers, employees, and agents (“Indemnitees”) from and against any and all claims, demands, losses, liabilities, and expenses (including reasonable attorneys’ fees) (“Losses”) resulting directly or indirectly from the Customer’s or such Authorized User’s (a) breach of any term of this Agreement; or (b) violation of any Applicable Law or the rights of any third party.

This Agreement constitutes the entire agreement between the parties with respect to its subject matter and supersedes any prior or contemporaneous negotiations or oral or written agreements about the same subject matter. All rights not expressly granted herein are hereby reserved. Headings are for reference purposes only and in no way define, limit, construe, or describe the scope or extent of such section. All banking products and services are provided and performed by the Bank, which is a member of the Federal Deposit Insurance Corporation. Visa is a registered trademark of Visa International Service Association and is used by the Bank pursuant to a license from Visa U.S.A. Inc. The Bank’s and Car IQ’s trademarks are owned by the Bank and Car IQ, respectively. Time is of the essence with respect to all dates and time periods in this Agreement.

The Fleet MSA may be executed in counterparts (and by different parties in different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract. Delivery of an executed counterpart of a signature page to the Fleet MSA by electronic transmission shall be effective as delivery of a manually executed counterpart of the Fleet MSA. Any person that signs the Fleet MSA represents and warrants that he or she is duly authorized to execute and enter into the Fleet MSA (and this Agreement) on behalf of the Customer, and that he or she will provide evidence of such authorization upon Car IQ’s and/or the Bank’s request.

If you have general questions about your Account or our practices, you may contact us by email at
support@gocariq.com or by writing to the address shown on your Statement.

Under Oregon law, most agreements, promises and commitments made by us concerning loans and other credit extensions which are not for personal, family or household purposes or secured solely by the borrower's residence must be in writing, express consideration and be signed by us to be enforceable.

This Pledge and Security Agreement (this “Security Agreement”) is incorporated into and forms a part of the Car IQ Pay Vehicle Charge Card Agreement between the Customer and the Bank (the “Agreement”).

All capitalized terms used in this Security Agreement without definitions have the respective meanings provided to them in the Agreement and under the Uniform Commercial Code as enacted in the State of Oregon (the “UCC”) as of the date of the Agreement.

The Customer grants to the Bank to secure the payment and performance in full of all of the Obligations, a security interest in and pledges and assigns to the Bank the following properties, assets, and rights of the Customer, wherever located, whether now owned or hereafter acquired or arising, and all proceeds and products thereof (collectively, the “Collateral”):

(a) All personal and fixture property of every kind and nature including all goods (including inventory, equipment, and any accessions thereto), instruments (including promissory notes), documents (including, if applicable, electronic documents), accounts (including health-care-insurance receivables), chattel paper (whether tangible or electronic), deposit accounts, letter-of-credit rights (whether or not the letter of credit is evidenced by a writing), commercial tort claims, securities and all other investment property, money, cash or cash equivalents, supporting obligations, any other contract rights or rights to the payment of money, insurance claims, and all general intangibles (including all payment intangibles, software, and intellectual property); and

(b) All Supporting Obligations, Proceeds, products, offspring, rents, issues, profits, accessions, additions, attachments, improvements, substitutions, replacements, and returns of and from any of the foregoing.

The Customer irrevocably authorizes the Bank at any time and from time to time to file in any filing office in any Uniform Commercial Code jurisdiction any initial financing statements and amendments thereto that (a) indicate the Collateral (i) as all assets of the Customer or words of similar effect, regardless of whether any particular asset comprised in the Collateral falls within the scope of the UCC or such other jurisdiction, or (ii) as being of an equal or lesser scope or with greater detail, and (b) provide any other information required by the UCC or such other jurisdiction for the sufficiency or filing office acceptance of any financing statement or amendment, including whether the Customer is an organization, the type of organization and any organizational identification number issued to the Customer. The Customer agrees to furnish any such information to the Bank promptly upon the Bank’s request.

The Customer agrees upon the request of the Bank and at the Bank’s option, to take any and all other actions as the Bank may determine to be necessary or useful for the attachment, perfection, and first priority of, and the ability of the Bank to enforce, the Bank’s security interest in any and all of the Collateral including (a) executing, delivering and, where appropriate, filing financing statements and amendments relating thereto under the Uniform Commercial Code of any relevant jurisdiction, to the extent, if any, that the Customer’s signature thereon is required therefor, (b) causing the Bank’s name to be noted as secured party on any certificate of title for a titled good if such notation is a condition to attachment, perfection or priority of, or ability of the Bank to enforce, the Bank’s security interest in such Collateral, (c) complying with any provision of any statute, regulation, or treaty of the United States as to any Collateral, if compliance with such provision is a condition to attachment, perfection or priority of, or ability of the Bank to enforce, the Bank’s security interest in such Collateral, (d) obtaining governmental and other third party waivers, consents, and approvals, in form and substance satisfactory to the Bank, including any consent of any licensor, lessor, or other person obligated on Collateral and any party or parties whose consent is required for the security interest of the Bank to attach under Section 2, (e) obtaining waivers from landlords in form and substance satisfactory to the Bank, and (f) taking all actions under any earlier versions of the UCC or under any other law, as reasonably determined by the Bank to be applicable in any relevant Uniform Commercial Code or other jurisdiction, including any foreign jurisdiction.

The Customer represents and warrants to the Bank as follows:

(a) Name, Organization, and Principal Place of Business. The Customer’s exact legal name, entity type, state of organization, organizational number, federal TIN, and principal place of business reflected on the first page of the Agreement (i.e., under the “Customer Information” heading) is true, correct, and complete.

(b) Valid Obligations; Liens. The Agreement is the legal, valid, and binding obligations of Customer, enforceable in accordance with its terms and provisions, except as limited by bankruptcy, insolvency, reorganization, moratorium, or other similar laws affecting the enforcement of creditors’ rights generally. This Security Agreement creates in favor of the Bank legal, valid, and binding liens in the Collateral enforceable in accordance with its terms, and such liens are perfected security interests subject to no prior liens. The Customer is the sole, direct, legal, and beneficial owner of, and has good and valid title to, the Collateral.

(c) Consents or Approvals. The execution, delivery, and performance of the Agreement by Customer, and the transactions contemplated under the Agreement, do not require any authorization, approval, or consent of, or filing, declaration or registration with, or notice to, any governmental authority, any other agency or authority, or any other person or entity.

The Customer covenants with Bank as follows:

(a) Legal Status. Without providing at least thirty (30) days’ prior written notice to the Bank, the Customer will not change its name, its place of business or, if more than one, chief executive office, or its mailing address or organizational identification number if it has one. If the Customer does not have an organizational identification number and later obtains one, the Customer will promptly notify the Bank of such organizational identification number. The Customer agrees not to change its type of organization, jurisdiction of organization, or other legal structure.

(b) Preservation of Collateral. Except for the security interest herein granted, the Customer shall be the owner of or have other rights in the Collateral free from any right or claim of any other person or any lien, and the Customer shall defend the same against all claims and demands of all persons at any time claiming the same or any interests therein adverse to the Bank. The Customer shall not pledge, mortgage, or create, or suffer to exist any right of any person in or claim by any person to the Collateral, or any lien in the Collateral in favor of any person, or become bound (as provided in ORS 79.0203(4) of the UCC or any other relevant jurisdiction or otherwise) by a security agreement in favor of any person as secured party, other than the Bank. The Customer will keep the Collateral in good order and repair (ordinary wear and tear excepted) and will not use the same in violation of law or any policy of insurance thereon. The Customer will permit the Bank, or its designee, to inspect the Collateral at any reasonable time, wherever located. The Customer will pay promptly when due all taxes, assessments, governmental charges, and levies upon the Collateral or incurred in connection with the use or operation of the Collateral or incurred in connection with this Security Agreement. The Customer will not sell or otherwise dispose, or offer to sell or otherwise dispose, of the Collateral or any interest therein except in the ordinary course of business.

(c) Insurance. The Customer shall maintain insurance on the Collateral as is customary in the industry of the Customer.

If an Event of Default has occurred and is continuing under the Agreement or the Customer is in default of its obligations under this Security Agreement, the Bank, without any other notice to or demand upon the Customer, shall have in any jurisdiction in which enforcement hereof is sought, in addition to all other rights and remedies, the rights and remedies of a secured party under the UCC or any other relevant jurisdiction and any additional rights and remedies as may be provided to a secured party in any jurisdiction in which Collateral is located, including the right to take possession of the Collateral, and for that purpose the Bank may, so far as the Customer can give authority therefor, enter upon any premises on which the Collateral may be situated and remove the same therefrom. The Bank may in its discretion require the Customer to assemble all or any part of the Collateral at such location(s) within the jurisdiction of the Customer’s principal office or at such other location(s) as the Bank may reasonably designate. Unless the Collateral is perishable or threatens to decline speedily in value or is of a type customarily sold on a recognized market, the Bank shall give to the Customer at least five (5) business days’ prior written notice of the time and place of any public sale of Collateral or of the time after which any private sale or any other intended disposition is to be made. The Customer hereby acknowledges that five (5) business days’ prior written notice of such sale or sales shall be reasonable notice. In addition, the Customer waives any and all rights that it may have to a judicial hearing in advance of the enforcement of any of the Bank’s rights and remedies hereunder, including its right following an Event of Default under the Agreement or a default under this Security Agreement to take immediate possession of the Collateral and to exercise its rights and remedies with respect thereto.

To the extent that Applicable Law imposes duties on the Bank to exercise remedies in a commercially reasonable manner, the Customer acknowledges and agrees that it is not commercially unreasonable for the Bank (a) to fail to incur expenses reasonably deemed significant by the Bank to prepare Collateral for disposition or otherwise to fail to complete raw material or work in process into finished goods or other finished products for disposition, (b) to fail to obtain third party consents for access to Collateral to be disposed of, or to obtain or, if not required by other law, to fail to obtain governmental or third party consents for the collection or disposition of Collateral to be collected or disposed of, (c) to fail to exercise collection remedies against account debtors or other persons obligated on Collateral or to fail to remove liens on or any adverse claims against Collateral, (d) to exercise collection remedies against account debtors and other persons obligated on Collateral directly or through the use of collection agencies and other collection specialists, (e) to advertise dispositions of Collateral through publications or media of general circulation, whether or not the Collateral is of a specialized nature, (f) to contact other persons, whether or not in the same business as the Customer, for expressions of interest in acquiring all or any portion of the Collateral, (g) to hire one or more professional auctioneers to assist in the disposition of Collateral, whether or not the collateral is of a specialized nature, (h) to dispose of Collateral by utilizing Internet sites that provide for the auction of assets of the types included in the Collateral or that have the reasonable capability of doing so, or that match buyers and sellers of assets, (i) to dispose of assets in wholesale rather than retail markets, (j) to disclaim disposition warranties, (k) to purchase insurance or credit enhancements to insure the Bank against risks of loss, collection or disposition of Collateral or to provide to the Bank a guaranteed return from the collection or disposition of Collateral, or (l) to the extent deemed appropriate by the Bank, to obtain the services of brokers, investment bankers, consultants and other professionals to assist the Bank in the collection or disposition of any of the Collateral. The Customer acknowledges that the purpose of this Section is to provide non-exhaustive indications of what actions or omissions by the Bank would fulfill the Bank’s duties under the UCC or any other relevant jurisdiction in the Bank’s exercise of remedies against the Collateral and that other actions or omissions by the Bank shall not be deemed to fail to fulfill such duties solely on account of not being indicated in this Section. Without limiting the foregoing, nothing contained in this Section shall be construed to grant any rights to the Customer or to impose any duties on the Bank that would not have been granted or imposed by this Security Agreement or by Applicable Law in the absence of this Section.

The Bank shall not be deemed to have waived any of its rights and remedies in respect of the Obligations or the Collateral unless such waiver shall be in writing and signed by the Bank. No delay or omission on the part of the Bank in exercising any right or remedy shall operate as a waiver of such right or remedy or any other right or remedy. A waiver on any one occasion shall not be construed as a bar to, or waiver of, any right or remedy on any future occasion. All rights and remedies of the Bank with respect to the Obligations or the Collateral, whether evidenced hereby or by any other instrument or papers, shall be cumulative and may be exercised singularly, alternatively, successively, or concurrently at such time or at such times as the Bank deems expedient.

The Customer waives demand, notice, protest, notice of acceptance of this Security Agreement, notice of loans made, credit extended, Collateral received or delivered or other action taken in reliance hereon and all other demands and notices of any description. With respect to both the Obligations and the Collateral, the Customer assents to any extension or postponement of the time of payment or any other indulgence, to any substitution, exchange or release of or failure to perfect any security interest in any Collateral, to the addition or release of any party or person primarily or secondarily liable therefor, to the acceptance of partial payment thereon and the settlement, compromising or adjusting of any thereof, all in such manner and at such time or times as the Bank may deem advisable. The Bank shall have no duty as to the collection or protection of the Collateral or any income therefrom, the preservation of rights against prior parties, or the preservation of any rights pertaining thereto beyond the safe custody thereof as set forth in this Section. The Customer further waives any and all other suretyship defenses.

The Bank shall not be required to marshal any present or future collateral security (including but not limited to the Collateral) for, or other assurances of payment of, the Obligations or any of them or to resort to such collateral security or other assurances of payment in any particular order, and all of the rights and remedies of the Bank hereunder and of the Bank in respect of such collateral security and other assurances of payment shall be cumulative and in addition to all other rights and remedies, however existing or arising. To the extent that it lawfully may, the Customer hereby agrees that it will not invoke any law relating to the marshaling of collateral which might cause delay in or impede the enforcement of the Bank’s rights and remedies under this Security Agreement or under any other instrument creating or evidencing any of the Obligations or under which any of the Obligations is outstanding or by which any of the Obligations is secured or payment thereof is otherwise assured, and, to the extent that it lawfully may, the Customer hereby irrevocably waives the benefits of all such laws.

The Customer agrees to pay to the Bank on demand any and all expenses, including reasonable attorneys’ fees and disbursements, incurred or paid by the Bank in protecting, preserving, or enforcing the Bank’s rights and remedies under or in respect of any of the Obligations or any of the Collateral. After deducting all of said expenses, the residue of any proceeds of collection or sale or other disposition of Collateral shall, to the extent actually received in cash, be applied to the payment of the Obligations in such order or preference as is provided in the Agreement, or as reasonably determined by the Bank (if not specified in the Agreement), proper allowance and provision being made for any Obligations not then due. Upon the final payment in cash and satisfaction in full of all of the Obligations and after making any payments required by ORS 79-0608(1)(a)(C) or ORS 79.0615(1)(c) of the UCC, any excess shall be returned to the Customer. In the absence of final payment and satisfaction in full of all of the Obligations, the Customer shall remain liable for any deficiency.