EFTA Document EFTA01463678

DBInSightAgreement Deutsche Bank Trust Company America New York, NY 10017 Gentlemen: 280 Park Avenue In connection with my request that Deutsche Bank Trust Company Americas make available to me the DB InSight service, I confirm that I have read the Standard Terms and Conditions for DB InSight, a copy of which has been furnished to me, and agree to all of the terms and conditions specified therein. I further agree to abide by any amendments thereto effected hereafter in accordance with Section 1 thereof. This letter constitutes an agreement between Deutsche Bank Trust Company Americas and the undersigned as of the date hereof, which shall be governed by and construed in accordance with the laws of the State of New York. Prior to authorizing any third-party to access my accounts or any of them via the DB InSight service, I agree to execute a further authorization letter in a form furnished to me by Deutsche Bank Trust Company Americas and to be bound by the terms thereof. I ACKNOWLEDGE THAT SECURITIES ARE NOT FDIC-INSURED, ARE NOT DEPOSITS OR OTHER OBLIGATIONS OF DEUTSCHE BANK TRUST COMPANY AMERICAS, OR OTHER MEMBERS OF DEUTSCHE BANK GROUP, OR ANY OTHER BANK, AND ARE SUBJECT TO INVESTMENT RISK, INCLUDING THE POSSIBLE LOSS OF PRINCIPAL INVESTED. Very truly yours, Date: Customer Name: Signature: Title (If App.): Email Address (REQUIRED): Customer Name: Signature: Title (If App.): Email Address (REQUIRED): [Executed also on behalf of the Associated Account Holders as defined in the Terms and Conditions, if any] My Authorization is for the current and future custody accounts of the following Account Holder(s): Account Number(s): Legal Entity Name: Additional Authorized Account Holders are listed on "Exhibit A" Agreed to and Accepted by: DEUTSCHE BANK TRUST COMPANY AMERICAS By: Title: rev 06/08 EFTA01463678 EXHIBIT A In connection with authorization provided in the DB InSight Agreement for On- Line Statements, the following are additional current and future custody accounts of Account Holder(s) requested to be available through the DB InSight service: Legal Entity Name: Account Number(s): Authorized this day of Customer Name: Signature: Title (If App.): Email Address (REQUIRED): , 200 Customer Name: Signature: Title (If App.): Email Address (REQUIRED): [Executed also on behalf of the Associated Account Holders as defined in the Terms and Conditions, if any] EFTA01463679 Deutsche Asset & Wealth Management DBTCA Deposit Account Opening Application Private Wealth Premium Elite Personal Accounts Checking Acct. # Elite Checking with Interest Acct. # APY Elite Money Market Deposit Acct. # APY Certificate of Deposit Acct. # APY Term DB AG NY Preferred Certificate of Deposit Acct. # APY Term Promo term (DBTCA deposit account required, along with a DB AG Preferred Terms and Conditions) Private Wealth Premium Internet Banking Services DB Private Wealth Online Plus Link to Existing Online Relationship TM (User/Co. ID Number) TM Private Wealth Premium Elite Business Accounts Checking Acct. # Elite Checking with Interest Acct. # APY Elite Money Market Deposit Acct. # APY Certificate of Deposit Acct. # APY Term DB AG NY Preferred Certificate of Deposit Acct. # APY Term Promo term EFTA01463680 (DBTCA deposit account required, along with a DB AG Preferred Terms and Conditions) Cash Master Sweep Account Checking Acct. # Elite Money Market Deposit Acct. # APY Target Amount Trigger Amount Client Relationship Individual Account Joint Tenants with Right of Survivorship Joint Tenants in Common In Trust For/Payable on Death/As Trustee for Trust Estate 13-AWM-0101 013959.032613 City State Name Addr City State Zip Code Zip Code Mailing address (if different) TM Private Wealth Premium Banking Services TM Consumer Debit Card # Joint Applicant Debit Card # Business Debit Card # Deluxe Checkbook Style # Name Only Name and Address Duplicate Statement Addr Custody under NY UTMA Corporation Foundation Non-Profit Organization Attorney Trust Escrow Landlord Master Escrow Limited Liability Company Partnership Limited Liability Partnership EFTA01463681 EFTA01463682 Account Title and Joint Application Information Name of Account Title Joint Applicant (last name, first name, middle initial) or Business Social Security Number or Taxpayer ID Number Address City, State and Zip Code Home Telephone Number Business Telephone Number Date of Birth Name of Employer Address City, State and Zip Code Notice of Customer Identification Policy Important Information 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 establishes an account, investment or other business relationship with a financial institution. This means that we will ask for your name, address, and other information that will allow us to identify you. We may also ask to see identifying documents such as a certificate of formation or good standing (legal entities) or a passport or other photo identification (individuals). 3rd EU Notice Governmental rules have also broadened the scope of the Bank's obligations to aid in the fight against money laundering and terrorist financing; these rules call for an active involvement of both asset management firms and their clients. For new and existing clients we currently have a legal obligation to ask our customers questions regarding their identities, addresses, source of funds and, if necessary, legal representatives, authorized signatories, beneficial owners or control structures and to collect requisite documentation to substantiate the information. Also, enhanced anti-money laundering requirements require that should any of the above personal or institutional information change, our clients would be obliged to immediately notify us of the change(s) and provide us with relevant documentation to verify these changes. Telephone, Facsimile or Email Instructions By signing below, you agree that from time to time you may give instructions by telephone, facsimile or email regarding the above captioned account(s) (defined herein as "Verbal Instructions"). It is understood that the risk of Verbal Instructions being given by person or persons purported to be you is your own. Absent the gross negligence or willful misconduct of Deusche Bank Trust Company Americas (DBTCA), you agree to indemnify and hold harmless DBTCA for any claims, losses, expenses, costs or attorneys' fees resulting from DBTCA's acting upon such misunderstood and EFTA01463683 unauthorized Verbal Instructions. You understand that DBTCA may, but shall not be required to, seek verification of your verbal, facsimile or email instructions by call back. In case of doubt, DBTCA may in its sole discretion refuse to execute your Verbal Instructions or any part thereof, without incurring any liability. DBTCA is under no obligation to execute your Verbal Instructions to transfer funds or securities to any account(s) without written instructions bearing your original signature. Joint Account Disclosure You have opened a joint account with DBTCA and acknowledge receipt of the following information: This deposit and any additions to the account shall become the property of each owner as joint tenants, and DBTCA may release the entire account to any owner during the lifetime of all owners. DBTCA may honor checks, orders or withdrawal requests from any owner during the lifetime of all owners. The Bank may be required by service of legal process to remit funds held in the joint account to satisfy a judgment entered against, or other valid debt incurred by, any owner of the account. DBTCA may honor checks, orders or withdrawal requests from the survivor(s) after the death of any owner(s) and may treat the account as the sole property of the survivor(s) after the death of any owner(s). Unless DBTCA receives written notice signed by any owner not to pay or deliver any joint deposit or addition or accrual, DBTCA shall not be liable to any owner for continuing to honor checks, orders or withdrawal requests from any owner. After the receipt of the notice referred to in the previous sentence, DBTCA may require the written authorization of any or all joint owners for any further payments or deliveries. 2 13-AWM-0101 013959.032613 (last name, first name, middle initial) Social Security Number or Taxpayer ID Number Address City, State and Zip Code Home Telephone Number Business Telephone Number Date of Birth Name of Employer Address City, State and Zip Code EFTA01463684 ATM/Debit Service You agree that the retention or use of the ATM/Debit card constitutes acceptance of the terms and conditions of the Cardholder Agreement contained in the Terms and Conditions of Deposit Accounts. Internet Banking Service If you have selected to receive Internet Banking Services, you understand that you will be required to enter into a separate Internet Banking Services Agreement with DBTCA before you can access the Internet Banking Service. Acknowledgement of Receipt of Privacy Notice By signing below, you acknowledge receipt of DBTCA's Privacy Notice included in the Application Package. Non-US Individuals: Confirmation of Tax and Compliance Responsibilities. You confirm that it is your responsibility to fulfill any tax obligations and any other regulatory reporting duties applicable to you in any relevant jurisdictions that may arise in connection with assets, income or transactions in your account(s) and your business relationship with DBTCA. Non-US Organizations: Confirmation of Tax and Compliance Responsibilities. You confirm that it is your responsibility to fulfill any tax obligations and any other regulatory reporting duties applicable to it in any relevant jurisdictions that may arise in connection with assets, income or transactions in your account(s) and your business relationship with DBTCA. Furthermore, you confirm that the necessary information (to the best of your knowledge and capabilities) is made available no less than annually to the relevant beneficial owner(s), settlor(s), beneficiary(ies), partner(s), etc. to enable him/her/ them to fulfill any respective tax obligations that may arise for him/her/ them in connection with your business relationship with DBTCA. Please complete and attach separate W-8 or W-9 documentation as applicable. Terms and Conditions and Representations By signing below, you acknowledge receipt of the Terms and Conditions for Deposit Accounts attached to this Application and agree to be bound by them. In addition, you agree to notify us immediately of any material change to the information provided by you on this Application. You represent and warrant that all of the information provided by you on this Application is accurate. The Terms and Conditions for Deposit Accounts are subject to change. You understand that this application is subject to acceptance by DBTCA. Acceptance Account Holder's Signature Joint Account Holder's Signature For Bank Use Only Reviewed by: Name Title Date Accepted by DBTCA: Name EFTA01463685 Title Date Accepted by DBTCA: Name Title NOC Date 3 13-AWM-0101 013959.032613 Date Date EFTA01463686 DB InSight Account Set Up Form (Use one form per user) All four sections of this form must be completed before access can be granted to DB InSight. After completing this form, please submit along with the other required signed documents to the DB InSight Help Desk : Mail Stop KY03-0799, Tel: (800) 221-2922, Fax (201) 860-4546 1. Client/User Information: (MANDATORY) Client First and Last Name (as it appears on other legal documents): User's First and Last Name (person gaining access to the system) User's Address: (no P.O. Box - InSight kit is sent via FedEx) User's Phone Number: (important for FedEx delivery) User's E-mail Address: Verification Hint: (Password Reminder) 2. Computer Information: (Optional) Brand and Model of computer (IBM Aptiva, Compaq Presario, Dell Dimension, Apple Powerbook): Brand and Model of processor (Intel Pentium, Motorola G3): Operating System (Windows 3.1, 95, 98, NT; Mac OS 7, 8): System Memory (RAM) in Megabytes (16MB, 32MB, 64MB): Internet service through (AOL, AT&T, internal network, EAU): Type/Speed of connection (56K, Ethernet, ISDN, DSL, Cable): (minimum 56K required) Microsoft Internet Explorer (version 5.5, SP2) EFTA01463687 3. Account Linkage Total number of accounts: Account Type Account # Example: US Custody 123456 GCIS # 00000011222 Private Banking Contact(s) Jane Smith 4. User Entitlements (To be completed by Internal Requestor) Performance: Search Toolkit: YES YES Please Complete All Information Below: Submitted by: Title: Service Team: Date: NO NO EFTA01463688 Deutsche Asset & Wealth Management Deutsche Bank Internet Banking Services Agreement for DB Private Wealth Online Plus WM134667 010198.080613 EFTA01463689 Table of Contents Internet Banking Services 1. 2. 3. 4. 5. 6. 7. 8. 9. 10. 11. 12. 13. 14. 15. 16. 17. 18. 19. 20. 21. 22. 23. 24. 25. 26. Use and Termination of Services Passwords, Authentication and Security Internet Banking Services Fees Business Days and Hours Liability Errors of Questions Confidentiality Payment and Transfer Limitations Payment Amendments and Cancellations Preauthorized Payments (For Consumer Electronic Funds Transfers Only) Bill Payment Services ACH Services Positive Pay Services (For Business Clients Only) Account Reconciliation Services (for Business Clients Only) Stop Payment on a Check Failed or Returned Transactions eStatement Service Disclaimer of Warranties Intellectual Property and Other Proprietary Rights Regulation and Export of Software Indemnification Third Party Links Cutoff Times EFTA01463690 Offer of Online Banking Services through Affiliates or Third Parties Miscellaneous 2 2 3 5 5 6 8 8 9 10 10 10 12 14 15 15 15 15 16 17 17 17 17 18 18 18 WM134667 010198.080613 EFTA01463691 Deutsche Bank Internet Banking Services Agreement for DB Private Wealth Online Plus Effective February, 2013 We at Deutsche Bank Trust Company Americas (the "Bank," or "we" or "us") are pleased that you have elected to use our Internet banking services (together with any successor thereto or modification thereof, the "Internet Banking Services" or the "Services") as described below. However, before you may enter our website (the "Site") and utilize the Internet Banking Services [including without limitation, any software that may from time to time be furnished to you by the Bank in relation to the Internet Banking Services or contained on the Site and used to access the Internet Banking Services ("Bank Software")], you must review and agree to the following terms and conditions. This Internet Banking Services Agreement, including any amendments and addendums hereto, (this "Agreement") specifies the rights and obligations of you and the Bank with respect to the use of the Site and the Internet Banking Services, and is a legally binding agreement between the Bank and you concerning your use of the Site and the Internet Banking Services. In this Agreement, the words "you," "your," and other similar terms refer to each person assigned a User ID and Password to access the Site and use the Internet Banking Services, including any authorized user(s) of such User ID and Password and any other person permitted by you to access the Site and the Internet Banking Services under the terms hereof by virtue of such person's relationship with you ("Other Permitted Persons"). "Account" or "Accounts" refer to your Deutsche Bank Trust Company Americas deposit account(s) that you have designated for use with the Internet Banking Services. Undertakings and obligations of the Bank or any of its affiliated companies (collectively, the Bank and its affiliated companies are referred to as the "Deutsche Bank Group" and individually as a "member of the Deutsche Bank Group") hereunder shall be for the sole and exclusive benefit of customers of such member of the Deutsche Bank Group using the Site and the Internet Banking Services, and no other persons (including, without limitation, Other Permitted Persons) shall have any rights hereunder or otherwise by virtue of their use of the Internet Banking Services. You represent and warrant to the Bank that you have the right and authority to request and receive information concerning all of the Accounts including any Accounts for which you are not the named account holder or beneficiary of record (the "Associated Accounts"). If you are not the named account holder or beneficiary of record, you represent and warrant to the Bank that you have the authority to act as agent and/or attorney on behalf of the named Account holder and the beneficiaries of all of the Associated Accounts for the purposes set out in this Agreement and in accordance with the terms of this Agreement. You agree that you will immediately notify us if your authority EFTA01463692 should change in such a way so that you are no longer empowered to make the authorizations set out above. You understand and agree that by using the Site and the Internet Banking Services, you and each Other Permitted Person agree to be bound by the terms hereof, as amended from time to time in accordance with the terms hereof. You also understand and agree that your use of your User ID and Password will be considered the same as your written signature in authorizing us to complete any transaction or request communicated to us. All electronic communications that meet these requirements will be deemed to be valid and authentic and you intend and agree that those electronic communications will be given the same legal effect as written and signed paper communications. You agree that electronic copies of communications are valid and you will not contest the validity of the originals or copies, absent proof of altered data or tampering. THIS AGREEMENT PERMITS US AND YOU TO DELIVER CERTAIN INFORMATION TO EACH OTHER ELECTRONICALLY INSTEAD OF ON PAPER OR "IN WRITING." THE INFORMATION WHICH MAY BE DELIVERED ELECTRONICALLY INCLUDES, BUT IS NOT LIMITED TO, NOTICES, DISCLOSURES AND OTHER INFORMATION REQUIRED BY FEDERAL LAW UNDER THE ELECTRONIC FUNDS TRANSFER ACT AND REGULATION E OF THE FEDERAL RESERVE BOARD. WM134667 1 010198.080613 EFTA01463693 Please carefully read this entire Agreement. By signing this Agreement, you consent to our electronic disclosures. By your consent you agree that we may provide you with all disclosures, notices and other communications (the "Documents") about the Site and the Internet Banking Services, including this Agreement and any future amendments, in electronic form. You may download or print the Documents from your computer. At your request, we will provide you with a paper copy of any of the Documents without any fee. You have the right to withdraw this consent without any fee, but if you do, we will immediately terminate your participation in the Internet Banking Services. You have the right to obtain copies of any of the Documents we provided electronically, update your email address or withdraw your consent to our electronic disclosures by calling us at 1-866-362-4796, or write to us at Deutsche Bank, Banking Service Team, 345 Park Avenue, Mail Stop NYC20-0108, New York, NY 10154. Your signing this Agreement constitutes your agreement with and acceptance of all of the terms and conditions contained in this Agreement and your agreement to be bound by said terms and conditions. If you do not agree with all of the terms and conditions in this Agreement, you will not be authorized to enter the Site or use the Bank Software or the Internet Banking Services You agree to the following terms and conditions: 1. Internet Banking Services A. Consumer Internet Banking Services If you are a consumer client of the Bank, the Internet Banking Services will allow you to: i. Perform Account balance and transaction inquiries on checking, savings and money market Accounts. (Note: Balance figures may not reflect recent transactions, and may include funds which are not subject to immediate withdrawal). ii. Transfer funds electronically between linked checking and savings Accounts with us (Transfers), subject to transfer and withdrawal restrictions set forth below and in the Terms and Conditions of Your Deposit Account (Account Agreement) that governs such Accounts. iii. Register for bill payment services to pay bills or make payments (Bill Payments) from your Account(s) to businesses or persons in the United States (Bill Payment Service) via either ACH payments or checks. Initiate stop payment orders, subject to the terms and conditions contained in the Account Agreement. iv. v. Send email messages relating to technical support issues and inquiries concerning the Internet Banking Services to a help desk operated by a third party acting as our agent (Service Provider) on behalf of EFTA01463694 the Bank. vi. Access information on products provided by the Bank and other members of the Deutsche Bank Group. vii. View, print and download electronic Account statements by enrolling in the eStatement service (eStatement Service), which may also cancel your paper statement; and viii. View images of checks. B. Business Internet Banking Services If you are a business client of the bank, the Internet Banking Services will allow you to conduct those activities described above in connection with Accounts held by consumer clients, plus the following: i. ii. Initiate ACH Payments, including personal payments such as payroll, and corporate payments such as disbursements, cash concentration and vendor payments; Initiate external wire transfers using the Fedwire system, when transfers are placed by the Fedwire deadlines (4:00 p.m. New York time for all domestic and USD international wires); iii. Make state and federal tax payments; and iv. Export Account transaction information to Intuit® QuickBooks. C. Some portions of this Agreement apply only to consumer Internet Banking Services. If your Account is a non-consumer account or if you use an Internet Banking Service for a transaction not covered by the Electronic Fund Transfer Act and its implementing Regulation E, then some portions of this Agreement may not apply to you or to the transaction. These inapplicable portions are labeled below as "For consumers" or similarly designated as applicable only to consumer Internet Banking Services. Business customers may be required to sign an Internet Banking Services Agreement Business Supplement. 2 Use and Termination of Services A. The Bank agrees to provide you with access to the Site and the Internet Banking Services in accordance with the terms of this Agreement. B. You agree to use the Site and the Internet Banking Services in a manner consistent with any and all applicable laws, rules and regulations as well as the terms and conditions set forth in this Agreement, on the Site, and in documentation accompanying and/or contained within the Site and the Internet Banking Services or otherwise provided to you by us or our Service Providers. 2 WM134667 010198.080613 EFTA01463695 C. The Bank may terminate your access to and use of the Internet Banking Services at any time in the event that you breach any of the provisions of this Agreement. D. To use the Internet Banking Services, you must have at least one deposit Account with the Bank, which may include the following types of Accounts: checking, savings or money market. If you have designated a joint Account to be accessed through the Internet Banking Services, each joint owner will be jointly and severally liable under this Agreement. We may act upon the instructions of any joint owner concerning the Account without the consent of any other person. E. Accounts with access restrictions such as "two signatures required" should not be accessed through the Internet Banking Services and you agree not to do so. Nevertheless, if you do, you agree that we may process the transaction without regard to the restriction. That is, you understand that access to the linked Accounts, including the ability to initiate payments, will occur without regard to any withdrawal restrictions otherwise applicable to the Accounts. You agree that any arrangements with us to require one or more authorized signatures for transactions involving your Accounts do not apply to transactions using the Internet Banking Services. F. You agree to provide us with any additional documentation we may require to permit access to your Account. If you apply for a service through the Internet Banking Services, or ask to change an Account or service you already use with us, you agree that we can treat your application or request as if it had been made in writing and signed by you. You understand by enrolling for Bill Payment Services, that you authorize us to investigate and verify any information supplied by you. You authorize us to make any credit or investigative inquiry that the Bank determines is appropriate to utilize bill payment services. G. You will be responsible for acquiring, maintaining and operating the computer equipment located at your premises and a connection to the Internet. The Internet Banking Services require no software installation, but minimum systems requirements do apply. The Internet Banking Services can be accessed through your Internet Service Provider (ISP) and a 128-bit SSL capable browser. Supported browsers are Microsoft Internet Explorer, Netscape Navigator and Mozilla Firefox using current and previous releases only H. You may use the Internet Banking Services virtually any time and from anywhere you have Internet access. However, given the unique nature of the Internet and required Site maintenance, the Site may be inaccessible from time to time for business or technical reasons. The Bank and its EFTA01463696 Service Providers will not be responsible for any losses or inconvenience caused by these temporary unavailability periods. Should the Site or the Internet Banking Services be inaccessible, all banking transactions will be conducted according to traditional branch level limits and account authorities. I. Service Termination, Cancellation or Suspension i. In the event you wish to cancel the Internet Banking Services, you may contact customer service via one of the following: a. Telephone us at 1-866-362-4796 during customer service hours; and/or b. Write us at: Deutsche Bank, Banking Service Team, 345 Park Avenue, Mail Stop NYC20-0108, New York, NY 10154. ii. Any payment(s) or transfer(s) the Bank has already processed before the requested cancellation date will be completed by the Bank. All Scheduled Payments (defined below) including recurring payments will not be processed once the Internet Banking Services are cancelled. iii. The Bank may, without liability, temporarily suspend or permanently terminate any or all aspects of the Internet Banking Services without notice. Any termination of this Agreement shall be without prejudice to the accrued rights of the parties on the date of such termination. iv. Please note that your access may be disabled at the discretion of the Bank if there is an extended period of inactivity, and reenrollment will be necessary to obtain a new User ID and Password. v. You agree to return to the Bank or, as appropriate, to delete any Bank Software in your possession immediately upon termination or cancellation of the Internet Banking Services for any reason. vi. 3 If you have enrolled in the eStatement Service and, pursuant to this Section, Internet Banking Services are cancelled, terminated or suspended, Account statements in paper form shall be provided to you. Passwords, Authentication and Security A. When you enroll in the Internet Banking Services, the Bank will assign you a Company ID, User ID for the primary user and an initial password for the primary user. The primary user must change the password when logging in for the first time. The primary user may use the Internet Banking Service to add users. The Company ID, a User ID and a password must be entered to access your Account(s), pay bills or perform other banking transactions using the Services. You are responsible for maintaining the confidentiality of your Company ID, User ID and Password. You recognize that anyone with knowledge of your User ID and Password will be able to EFTA01463697 access your Accounts and initiate transactions. You may change your Password at any time. B. Use of the Internet Banking Services relies on advanced authentication for increased security. An additional authentication step may be required at times and you and any users you have authorized to use the Services may be prompted to enter a one-time security code based on the telephone numbers the Bank has in its records. You are responsible for maintaining accurate telephone numbers for you and your users. 3 WM134667 010198.080613 EFTA01463698 C. You agree that we may send notices and other communications, including Company ID, User ID and Password to the current address and/or e-mail address shown in our records, whether or not that address includes a designation for delivery to the attention of any particular individual. You further agree that the Bank will not be responsible or liable to you in any way if information is intercepted by an unauthorized person, either in transit or at your place of business. You agree to (a) keep your Company ID, User ID and Password secure and strictly confidential, (b) instruct each person to whom you give your Company ID, User ID and Password that he or she is not to disclose such information to any unauthorized person, (c) immediately notify us and select a new Password if you believe your Password may have become known to an unauthorized person, and (d) the Bank treating all statements and instructions issued using the Company ID, User ID and Password as having been issued by you, and to the Bank and its Service Providers acting in reliance upon such statements irrespective of the identity of the person actually causing such statements to be issued. The Bank and its Service Providers will have no liability to you for any unauthorized payment or transfer made using your Company ID, User ID and Password that occurs before you have notified us of possible unauthorized use and we have had a reasonable opportunity to act on that notice. We may suspend or cancel your Company ID, User ID and Password even without receiving such notice from you, if we suspect your Company ID, User ID and Password are being used in an unauthorized or fraudulent manner. D. You are solely responsible for maintaining Company ID, User ID and Password secrecy. For your protection, we recommend you memorize your Company ID, User ID and Password and do not write them down. For added security, you should change your Password periodically. A properly constructed Password affords you a greater degree of assurance. A Password is more secure if (a) it contains more characters, (b) if those characters are both alpha and numeric characters and (c) if it consists of both upper and lower case. If your Password is entered incorrectly on 5 consecutive access attempts, your access to the Internet Banking Services will be blocked. If this occurs, please call Customer Support at 1-866-362-4796 to have your Password reset. You should also take precautions to protect your personal identification information, such as your driver's license, Social Security Number, etc. Someone may use this information alone, or in conjunction with other information, to access your Account(s). If you believe that your Company ID, User ID or Password have been lost or stolen, EFTA01463699 or that someone has transferred or may transfer money from your Account without your permission, notify us immediately by calling the number above. We reserve the right to deny access if user verification cannot be determined. E. We may provide you with an initial set of security codes (number and entry code and/or Passwords) ("Security Code") to access the Internet Banking Services. We may also provide you with operating procedures and user guides (User Guides) in connection You agree to: (a) comply with the User Guides and procedures that we to safeguard the confidentiality and security of the Security Code, property or information we provide you in connection with the Internet Banking Services, (c) closely and regularly monitor the activities of Other Permitted Persons who access the Internet Banking Services and (d) notify us immediately if you have any reason to believe the security or confidentiality required by this provision has been or may be breached. You agree to change your Security Code from time to time, and immediately in the event that a person who has had access to your Security Code is no longer authorized by you to use the Internet Banking Services. We may require you to change your Security Code at any time You also agree that, whenever anyone who is authorized by you to use the Internet Banking Services is no longer authorized by you to use the Internet Banking Services, you will take all necessary measures to block further access by such person to the Internet Banking Services. F. You agree to limit disclosures Passwords to those Other Permitted Persons authorized to have a specific need to know them. You will establish procedures to p information relating to the Internet Banking Services, including all Security immediately notify us if you know or suspect that Security Codes, Passwords information has been compromised or misused. G. If you are a business client, we may require you to designate one or persons as an administrator (Administrator) for purposes of the Internet Banking Services. The Administrator may use the Internet Banking Services and may designate other persons ("Users") who may also use the Internet Banking Services. You acknowledge that we will not control (and may not even be aware of) changes in the Administrator or Users. The Administrator issues the Passwords and/or with certain Internet Banking Services. provide to you, (b) take reasonable steps User Guide, and any other proprietary to of Company ID, User IDs, Security Codes use the Internet Banking Services or who rotect the confidentiality of all Codes and Passwords, and will or any other security-related or more EFTA01463700 Security Codes that will allow Administrators and Users to access the Internet Banking Services; we do not control or oversee these Administrator functions. You, through your Administrator, will need to designate which Accounts may be utilized for which Internet Banking Services. The Administrators may determine User access levels by specifying which Internet Banking Services may be accessed using Security Codes issued by them to themselves or to other individual Users. You are encouraged to use this access restriction capability to help reduce losses or damages that may arise out of improper or unauthorized use of an Internet Banking Service by a User. You agree that each Administrator and each User are appointed as agents of yours, authorized to use the Internet Banking Services individually or together, including sending Payment Orders to us in your name. You agree that you will be bound by any use of the Internet Banking Services or Payment Orders we receive in your name from any Administrator or User, or from any person to whom an Administrator or User has given a Security Code (or provided access to the Security Codes). WM134667 4 010198.080613 EFTA01463701 H. We may deny access to the Internet Banking Services without prior notice if we are unable to confirm any person's authority to access the Internet Banking Services or if we believe such action is necessary for security reasons. I. You acknowledge that accessing the Site and using Internet Banking Services from public networks and locations (for example, hotel business centers and internet cafes) and from locations outside the United States may pose increased risks of loss or theft of your User ID, Password and unauthorized access to your Accoun(s). You agree that you accept such increased risks if you access the Site or use the Internet Banking Services from any such location. 3. By using the Internet Banking Services, you acknowledge and agree that this Agreement sets forth security procedures for electronic banking transactions that are commercially reasonable. Our security procedures are not designed for the detection of errors (e.g., duplicate payments or errors in your fund transfer instructions). We will not be obligated to detect errors by you or others, even if we take certain actions from time to time to do so. You agree to be bound by instructions, whether authorized or unauthorized, which we receive and implement in compliance with these procedures, unless you have given us prior notice of possible unauthorized use as described above (and we had a reasonable opportunity to act on such notice). K. Based on your use of the Internet Banking Services, the Bank may, at our sole discretion, provide you with and require you to use RSA SecurlD two-factor authentication for Internet Banking Services and to sign an RSA Addendum to this Agreement setting forth the terms and conditions of your use of such RSA SecurlD two-factor authentication 4. Internet Banking Services Fees A. You agree to pay any and all fees associated with the Internet Banking Services, if any, and in the Account Agreement. Such amounts do not include, and you agree to be responsible for, any sales, excise, use, value added, utility or other similar taxes relating to such Services. We reserve the right to change or add fees for Internet Banking Services at any time Advance notice of new fees or fees changes will be provided if required by law. B. You are solely responsible for any telecommunications charges and any other charges imposed by your telephone and/or Internet access provider that you incur in accessing the Site or Internet Banking Services and any charges that would, in the absence of this Agreement, apply to your EFTA01463702 Accounts or any other relationship with or services provided to you by the Bank or any other member of the Deutsche Bank Group. You are solely responsible for the costs associated with acquiring, maintaining and operating the computer equipment located at your premises and a connection to the Internet, and otherwise meeting the minimum systems requirements set forth in Section 2(G) of this Agreement. C. Any applicable fees will be charged regardless of whether the Internet Banking Services were used during the billing cycle. There may be a charge for additional transactions and other optional services. You agree to pay such charges and authorize us to deduct the calculated amount from your designated Billing Account (or any other account of yours at the Bank) for these amounts and any additional charges that may be incurred by you. Any financial fees associated with your Accounts as set forth in the Account Agreement will continue to app 5 Business Days and Hours A. Business Days For purposes of this Agreement, our business days are Monday through Friday, not including federal and New York State bank holidays. B. Business Hours For purposes of this Agreement, our business hours are 9:00 a.m. to 4:00 p.m. New York time Monday through Friday (not including federal and New York State bank holidays). For the avoidance of doubt, all times are local times of the Bank. C. Customer Support Hours of Operation An agent will be available to assist you 24 hours a day, seven days a week through a toll-free telephone line for contacting such service group (excluding Christmas Day, New Year's Day, Easter Sunday, Memorial Day, Independence Day, Labor Day and Thanksgiving Day, when the Call Center will close as of 11:00 p.m. New York time the day before the holiday and reopen on 11:00 p.m. New York time on the day of the holiday). Although bill payment transactions will only be processed on business days, you can access the Internet Banking Services 24 hours a day, seven days a week, except during any scheduled maintenance periods and downtime that occurs for reasons beyond the control of the Bank and its Service Providers. 5 WM134667 010198.080613 EFTA01463703 6. Liability A. Liability for Unauthorized Use. i. Tell us AT ONCE if you believe your User ID or Password has become compromised, or if someone has transferred or may transfer money from your Account without your permission. Telephoning is the best way of keeping your possible losses down. You could lose all the money in your Account(s) (plus your maximum overdraft line of credit, if any). If you believe your User ID or Password has been compromised, or that someone has transferred money or may transfer money from your Account(s) without your permission, call: 1-866-362-4796 during regular business hours, or write: Deutsche Bank, Banking Service Team, 345 Park Avenue, Lexington Level Mail Stop NYC20-0108, New York, NY 10154. ii. For consumers: If you believe an electronic funds transfer (as defined in the Electronic Funds Transfer Act and Regulation E of the Federal Reserve Board) shown on your statement was not authorized by you, contact us immediately. If you do not notify us of an unauthorized electronic funds transfer within 60 calendar days after the paper or electronic monthly statement was made available to you, and we could have prevented a loss if you had told us in time, you may not recover any money lost after the 60 days. If there are extenuating circumstances such as a long trip or hospital stay which kept you from telling us, these time periods may be extended. iii. For consumers only: If you tell us that your User ID or Password has been compromised within two Business Days after you learn of the loss or theft, you can lose no more than $50.00 if someone used your Password to access your Account and initiate electronic funds transfers without your permission. If you do not tell us within two Business or theft and we could have prevented the unauthorized use if all unauthorized electronic funds transfers, but your maximum $500.00. iv. Except as otherwise set forth or have any responsibility of any kind for any loss or damage incurred by you as a result, directly or indirectly, of any unauthorized person gaining access to, or otherwise making use of, the Internet Banking Services. v. Upon your request, we may use Security Codes as a security procedure to prevent unauthorized funds transfers or other payments (collectively, requests for funds transfers, ACH Days after you learn of the loss you had told us, you are responsible for liability for any such transfers is in this Agreement, we will not be liable EFTA01463704 entries, transfers between accounts, bill payment, other payment orders or other communications will be referred to as a "Payment Order" in this Agreement). You acknowledge that you have been offered alternative security procedures and have chosen the Internet Banking Services and these procedures after consideration of the risks of loss faced by you due to the possibility of an unauthorized transaction occurring. We may process any Payment Order we receive in your name and you will be responsible for it if it was initiated using one of your Security Codes. If a Payment Order issued to us in your name as sender is verified as authentic using these security procedures, the Payment Order will be effective as your Payment Order whether or not authorized. This means that you will be deemed to have given the Payment Order, and you will be obligated on it (including to pay us the amount), even if it was not authorized by you. Each time you send a Payment Order through the Internet Banking Services, you warrant that the Security Codes are a commercially reasonable method to detect an unauthorized transaction, based on the circumstances involved (e.g., the size, type, and frequency of your transfers, as well as your internal controls). If at any time the Security Codes ceases to be a commercially reasonable method to detect unauthorized transactions (such as by a change in your usage patterns or other circumstances), you agree to inform us immediately. vi. You agree that you are responsible for and bound by any Payment Order that is received by us in your name if it was authorized by you, whether or not we used the security procedures to verify authenticity or could have prevented a loss to you by using the security procedures to verify the authenticity of the Payment Order. You agree that we will not be responsible for verifying whether a Payment Order or other communication is originated by an authorized person other than through the verification process contained in these security procedures. Thus, when an employee is added or deleted as an authorized person on the system, the Bank will treat that person as "authorized" if the security procedures are followed, without verifying that employee with you or otherwise investigating whether the employee is exercising authority granted by you or consistent with any internal limitations on activity established by you for that employee. Among other things, this means that you will be solely liable for any losses or damages resulting from your breach of this Agreement or to which your EFTA01463705 negligence contributed, or which resulted from unauthorized, fraudulent or dishonest acts by your current and/- or former authorized agents (including instances where an authorized agent acted to your detriment). vii. You are responsible for controlling access to the Internet Banking Services and for any limitations placed by you on the Internet Banking Services that an authorized person may utilize. The fact that we are, or may be aware of, or could have discovered, any limitation on access to an Internet banking Service does not make us obligated to enforce or attempt to enforce any limitation. You understand that each authorized person may utilize the Internet banking Services without regard to any restrictions otherwise applicable to an Account. WM134667 6 010198.080613 EFTA01463706 B. Limitation on Liability For consumers only: If we do not complete an electronic funds transfer (as defined in the Electronic Funds Transfer Act and Regulation E of the Federal Reserve Board) to or from your Account on time or in the correct amount according to your instructions given in accordance with this Agreement, we will be liable for losses or damages proximately caused by us. Notwithstanding the foregoing, we will not be liable for losses or damages that are caused by an event described in Section 6(B)(ii). ii. You agree that, except to the extent provided by applicable law and consistent with Section 6(6)(i), the Bank, other members of the Deutsche Bank Group, their Service Providers, and their respective officers, directors, employees, and agents, shall not be liable for any losses, damages, liabilities or costs suffered or incurred by you (whether you are a consumer or business client) if: a. through no fault of ours, you do not have sufficient funds in your Account to complete a transaction or if your funds are subject to legal process or other legal encumbrance; b. the requested transaction would exceed the credit limit on your overdraft line, if any; c. you fail to maintain minimum system requirements; d. the Internet connectivity or the system was not working properly and you knew about the breakdown when you started the electronic funds transfer; e. circumstances beyond our control, including but not limited to acts of God, strikes, lockouts, riots, insurrections, civil disturbances, sabotage, embargoes, acts of war or terrorism, acts or failures to act of any government or regulatory body (whether civil or military, domestic or foreign), limitations of law, governmental regulations superimposed after the fact, computer or other electronic or mechanical equipment failure, communication line failures, power failures, fires, explosions, floods, accidents, epidemics, earthquakes or other natural or man-made disasters, and all occurrences similar to the foregoing prevented the proper execution of a transaction, despite reasonable precautions that we have taken; f. the Biller (defined below) misapplies, mishandles or delays a payment sent by the Bank; g. you have not provided us with the complete and correct Payment Account (as defined below) or Biller information, or the correct names or account information for those person or entities to whom you wish to direct a payment or electronic funds transfer; h. a court order or legal process prevents us from making an electronic funds transfer; EFTA01463707 i. your payment instructions are not given to us sufficiently in advance to allow for timely payment; j. we have reason to believe a transaction has not been properly authorized; k. the losses result from a computer virus or related problem; 1. you have attempted to transfer funds to a party outside of the United States, unless such transfer was otherwise permitted under the terms of this Agreement; m. you have not properly followed Internet Banking Services instructions on how to make an electronic funds transfer; n. you have initiated a transaction in violation of the terms of this Agreement; o. The Billing Center option of the Internet Banking Services is not working properly and you know or have been advised by us about the malfunction before you execute the transaction; or p. you or we have terminated this Agreement. There may be other exceptions stated in this Agreement. C. ACH Instructions You agree that, except to the extent provided by applicable law and consistent with this Section 6, the Bank, other members of the Deutsche Bank Group, their Service Providers, and their respective officers, directors, employees, and agents, shall not be liable for any losses, damages, liabilities or costs suffered or incurred by you or any third party as a result of (a) the Bank's executing ACH Instructions, (b) the improper execution, delayed execution or non-execution of any ACH Instruction because of unclear instructions, legal restrictions, governmental interference, failure of communications media, the insolvency of any ACH or other party to a transaction covered by Section 13, (c) your acts or omissions (including without limitation the amount, accuracy, timeliness of transmittal or authorization of any ACH Instruction received from you), (d) the acts or omissions of any other person, including without limitation any Federal Reserve Bank, Automated Clearing House or transmission or communications facility, any Receiver or RDFI (as defined below) (including without limitation the return of an Entry by such Receiver or RDFI), or (e) any other acts or omissions of the Bank (or of any of its agents or correspondents) relating to Section 13 or the transactions or activities contemplated hereby except to the extent, if any, that such other acts or omissions constitute gross negligence or willful misconduct by the Bank. The Bank shall not be liable for the acts or omissions of any agents or correspondents selected by you. Consistent with this Section 6, in no event shall the Bank, other members of the Deutsche Bank Group, their Service Providers, and their respective officers, directors, employees, and agents, be liable for special, EFTA01463708 indirect, incidental, consequential or punitive damages, whether or not the likelihood of such damages was known or contemplated by such parties and regardless of the legal or equitable theory of liability which you may assert, including, without limitation, loss or damage from subsequent wrongful dishonor resulting from Bank's acts or omissions under Section 13. Subject to the foregoing limitations, the Bank's liability for loss of interest resulting from its error or delay shall be calculated by using a rate equal to the average Federal Funds rate at the Federal Reserve Bank of New York for the period involved. 7 WM134667 010198.080613 EFTA01463709 D. NOTWITHSTANDING THE FOREGOING, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE BANK AND OTHER MEMBERS OF THE DEUTSCHE BANK GROUP, ANY SERVICE PROVIDER AND THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES AND AGENTS SPECIFICALLY DISCLAIM, AND SHALL NOT UNDER ANY CIRCUMSTANCES INCUR ANY LIABILITY (WHETHER UNDER FEDERAL OR STATE LAW OR IN TORT, CONTRACT, STRICT LIABILITY OR OTHERWISE AND WHETHER FORESEEABLE OR NOT) FOR ANY LOSSES AND EXPENSES OF WHATEVER NATURE ARISING OUT OF OR IN ANY WAY RELATED TO ACCESS TO OR USE OF THE SITE OR THE INTERNET BANKING SERVICES, INCLUDING WITHOUT LIMITATION ANY DIRECT, INDIRECT, SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES, OR DAMAGES RELATING TO LOSS OF USE, LOSS OF DATA, LOSS CAUSED BY A VIRUS, WORM, TROJAN HORSE PROGRAM OR DISABLING CODE (REGARDLESS OF THEIR SOURCE), LOSS OF INCOME OR PROFIT, LOSS OF OR DAMAGE TO PROPERTY, CLAIMS OF THIRD PARTIES OR OTHER LOSSES OF ANY KIND OR CHARACTER, EVEN IF SUCH PARTIES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR LOSSES. YOU ASSUME THE RISK IN USING THE SITE AND THE INTERNET BANKING SERVICES AS WELL AS TOTAL RESPONSIBILITY FOR ESTABLISHING SUCH PROCEDURES FOR DATA BACK UP AND VIRUS CHECKING AS YOU CONSIDER NECESSARY. E. Except to the extent provided by applicable law, as a condition precedent to any liability, you must notify us in writing of any alleged breach of this Agreement as promptly as reasonably possible, but in no event later than five Business Days following the day on which such alleged 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, shall not exceed an amount of the fees during the six (6) month period preceding the date of the alleged breach. 7. Errors or Questions A. In case of errors or questions about your electronic funds transfers, telephone us at 1-866-362-4796 during regular business hours, or write us at Deutsche Bank, Banking Service Team, 345 Park Avenue, Mail Stop NYC20-0108, New York, NY 10154 as soon as you can, if you think your statement is wrong or if you need more information about an electronic funds transfer listed on the statement. We must hear from you no later than 60 days after we sent the FIRST statement on which the problem or error appeared: EFTA01463710 i. Tell us your name and Account number (if any); ii. Describe the error or transaction you are unsure about, and explain as clearly as you can why you believe it is an error or why you need information; iii. Tell us the dollar amount of the suspected error; and iv. Tell us the name of the Biller or payee if the transaction in question is a payment. B. If you tell us orally, we may require that you send us your complaint or question in writing within 10 business days. C. For consumers: For electronic funds transfers (as defined in the Electronic Funds Transfer Act and Regulation E of the Federal Reserve Board), we will determine whether an error occurred within 10 business days after we hear from you and will correct any error promptly. If we need more time, however, we may take up to 45 days to investigate your complaint or question. If we decide to do this, we will credit your Account within 10 business days for the amount you think is in error, so that you will have the use of the money during the time it takes us to complete our investigation. If we ask you to put your complaint or question in writing and we do not receive it within 10 business days, we may not credit your Account. For errors involving new Accounts, point-of-sale or foreign-initiated transactions, we may take up to 90 days to investigate your complaint or question. For new Accounts, we may take up to 20 business days to credit your Account for the amount you think is in error. We will tell you the results within three business days after completing our investigation. If we decide that there was no error, we will send you a written explanation. You may ask for copies of the documents that we used in our investigation. 8 Confidentiality and Data Protection A. It is our general policy to treat your Account information as confidential. The Bank will take reasonable measures to prevent the dissemination of information furnished to you through the Internet Banking Services concerning your Accounts, but has no means of controlling communication by means of the Internet or any other telecommunications service you may use to access the Services and cannot guarantee that such information will not be intercepted. i. The Bank and its Service Providers may collect, process, and transmit data obtained from and about you in the course of your accessing and using the Internet Banking Services. You agree that any information on the Bank's records may be disclosed to our Service Providers and to third parties as designated by you in compliance with our procedures, your Account Agreement, or as required or EFTA01463711 permitted by law or regulation, including without limitation:Where it is necessary for completing transfers or other transactions or to send notice of dishonor or nonpayment; ii. Where it is necessary for activating or providing additional services requested by you; iii. When it is necessary, in the normal course of business, to verify the existence and condition of your Account for a third party, such as a credit bureau, merchant or financial institution; iv. In order to comply with a governmental agency or court orders or to otherwise furnish information required by law; v If you give use your permission; vi. To advise third parties of accounts closed for misuse; or 8 WM134667 010198.080613 EFTA01463712 vi. To advise third parties of accounts closed for misuse; or vii. When necessary to furnish information to law enforcement agencies if we reasonably believe we have been the victim of a crime. B. The Bank and its Service Providers may collect aggregated data for statistical and quality assurance purposes and you hereby consent to the collection and use of such aggregate data. C. You acknowledge and agree that the operation of the Internet Banking Services may require the transfer of personal data concerning you to and between countries some of which may not have the same legal protections regarding bank customer information as the United States. It may be that, in various jurisdictions, including your home jurisdiction and the jurisdictions where Service Providers are located, the presence of account information on your PC or on "servers" located in such jurisdictions will give the governmental authorities and courts therein greater legal or practical ability to obtain such information. You agree that the Bank shall not be responsible for any consequences of the foregoing. D. For more information regarding our privacy policy and practices, you can review our Privacy Statement, which has been provided to you, or you can also view the Privacy Statement at our website, http://www.pwm.db.com/pwm/en/privacy-policy.html. If you are a consumer, you will also receive a copy of our annual Privacy Notice. 9. Payment and Transfer Limitations A. Transfers from Money Market & Savings Accounts Federal regulation limits the numbers of preauthorized electronic funds transfers and telephone transfers including Internet Banking transactions from money market deposits and savings Accounts. Such limitations are further described in the Account Agreement. You are limited to six preauthorized electronic fund transfers, telephone transfers, checks and point-of-sale transactions per statement cycle from such Accounts. Of these six transactions, you are limited to only three transactions by check or point- of-sale. Each transfer or payment from money market and savings Accounts will count toward the total of six transfers or withdrawals permitted per month. B. We may accept deposits to your Account from any source and need not question the authority of the person to make the deposit. All deposits (including transfers) are subject to later verification, adjustment and collection by us. C. Payments will be directed to designated payees only to the extent that there are sufficient available funds (as more fully described in our Funds Availability Policy set forth in the EFTA01463713 Account Agreement) to cover the request and/or the payment when made. We are not obligated to allow you to overdraw your Account beyond the balance and overdraft line of credit available. If we do allow an overdraft, we are not obligated to continue to allow you to do so. D. We may place (and adjust) daily dollar limits on the amount that may be transferred at any time, and from time to time, for any reason or for no reason. Except as otherwise imposed by law, we will have no liability for refusal to process a payment or transfer that exceeds such daily dollar limits. E. We may reject a payment or transfer at any time and from time to time, for any reason or for no reason. Except as otherwise imposed by law, we will have no liability for refusal. F. If a payment describes the beneficiary or beneficiary's bank inconsistently by name and account or bank number, execution of the payment request will occur on the basis of the account and bank number, even if it identifies a person different from the named beneficiary or bank, and your obligation to pay the amount of the payment request to us is not excused in such circumstances. G. The Internet Banking Services may not be used in violation of and must comply with the laws of, the United States, including economic sanctions laws administered by the Office of Foreign Asset Controls. H. You agree that we may seek to recover any payment originated in error or made by you in violation of any provision of this Agreement or otherwise to prevent loss to us. You agree to assist us in loss mitigation efforts, including authorizing ACH debit or other reversing entries or instructions in your name. I. A Payment Order or request for other transaction is deemed to be received by us only when actually received by us and in the form or context specified by us. You agree that we have a reasonable time to react to Payment Orders and other requests. We may acknowledge it by email or online by means of a summary message log, depending on the particular Internet Banking Service. Unless you promptly notify us of a problem with a Payment Order or any transaction confirmation, you will be deemed to have approved the accuracy and completeness of the information contained in the confirmation. 9 WM134667 010198.080613 EFTA01463714 10. 11. Payment Amendments and Cancellations You may not amend or cancel a payment order after it has been received and processed by us. Preauthorized Payments (For Consumer Electronic Funds Transfers Only) A. Right to Stop Payment and Procedures for Doing So If you have told us in advance to make regular payments out of your Account, you can stop any of these payments. Here's how: Call us at 1-866-362-4796, or write to us at Deutsche Bank, Banking Service Team, 345 Park Avenue, Lexington Level Mail Stop NYC20-0108, New York, NY 10154 in time for us to receive your request three business days or more before the date the payment is scheduled to be made. If you call, we may also require you to put your request in writing and get it to us within 14 days after you call. Unless you notify us otherwise, we will treat your stop payment order as a request to stop payment on only one particular payment. If you want all future payments to a particular party stopped, you must specifically advise us of that intention. B. Notice of Varying Amounts If these regular payments may vary in amount, the person you are going to pay will tell you, 10 days before each payment, when it will be made and how much it will be. (You may choose instead to get this notice only when the payment would differ by more than a certain amount from the previous payment, or when the amount would fall outside certain limits that you set.) C. Liability for Failure to Stop Payment of Preauthorized Transfer If you order us to stop one of these payments three business days or more before the date the payment is scheduled and we do not do so, we will be liable for your losses or damages proximately caused by us, subject to Section 7(D)(ii) above. 12. Bill Payment Services A. Definitions i. ii. "Biller" is the person or entity to which you wish a Bill Payment to be directed or is the person or entity from which you receive electronic bills. "Billing Account" is the checking account from which all Bill Payment Service fees will be automatically debited. iii. "Due Date " is the date reflected on your Biller statement for which the payment is due. It is not and does not include any late date or grace period. iv. "Payment Account" is the checking account from which Bill Payments will be debited. EFTA01463715 v. "Payment Instruction" is the information provided by you to the Bill Payment Service for a Bill Payment to be made to the Biller (such as, but not limited to, Biller name, Biller account number and Scheduled Payment Date). vi. "Scheduled Payment" is a payment that has been scheduled through the Bill Payment Service but has not begun processing. vii. "Scheduled Payment Date" is the day you want your Biller to receive your Bill Payment and is also the day your Payment Account will be debited (unless the Scheduled Payment Date falls on a non-business day in which case it will be considered to be the previous business day). B. Bill Payment Scheduling For payments made by electronic transmission or corporate check, the payment amount will be debited from, or charged to the account that you designate on the scheduled delivery date. If the scheduled delivery date is a weekend or non-bank business day, then the delivery date will be the prior bank business day. ii. When you attempt to schedule a payment, we will inform you of the earliest available delivery date. To assure timely payment and obtain the full benefit of the Service Guarantee, you must schedule payments and your Account must be in good standing at least four bank business days before the payment due date. If you do not, or if for any reason your Account is not in good standing, you will be fully responsible for all late fees, finance charges or other action taken by the Biller. iii. You may schedule payments up to 364 days in the future. iv. You may schedule payments to occur on a regular basis: weekly, bi- weekly, monthly, bi-monthly, semi-monthly, quarterly, semi-annually or annually. C. The Service Guarantee Due to circumstances beyond our control, particularly delays in handling and posting payments by Billers or financial institutions, some transactions may take longer to be credited to your Account. We will bear responsibility for any late payment related charges up to $50.00 should a payment post after its Due Date as long as the payment was scheduled in accordance with the guidelines above under "Bill Payment Scheduling." 10 WM134667 010198.080613 EFTA01463716 D. Payment Authorization and Payment Remittance i. By providing us with names and account information of Bitters to whom you wish to direct payments, you authorize us to follow the Payment Instructions that we receive through the payment system. In order to process payments more efficiently and effectively, we may edit or alter payment data or data formats in accordance with Biller directives. When we receive a Payment Instruction, you authorize us to debit your Payment Account and remit funds on your behalf so that the funds arrive as close as reasonably possible to the Scheduled Payment Date designated by you. You also authorize us to credit your Payment Account for payments returned to us by the United States Postal Service or Biller, or payments remitted to you on behalf of another authorized user of the Bill Payment Service. We will use our best efforts to make all your payments properly. However, we shall incur no liability and any Service Guarantee shall be void if we are unable to complete any payments initiated by you because of the existence of any one or more of the circumstances described in Section 6 above. ii. Provided none of the exceptions identified in Section 6 above are applicable, if we cause an incorrect amount of funds to be removed from your Payment Account or cause funds from your Payment Account to be directed to a Biller who does not comply with your Payment Instructions, we shall be responsible for returning the improperly transferred funds to your Payment Account, and for directing to the proper Biller any previously misdirected transactions, and, if applicable, for any late payment related charges. E. Payment Methods We reserve the right to select the method in which to remit funds on your behalf to your Biller. These payment methods may include, but may not be limited to, electronic payment via ACH or check payment. F. Payment Inquiries The current status of all Bill Payments may be viewed using the Bill Payment Service. This includes scheduled payments, in-process and processed payments Processed payment inquiries may also be sent via the Bill Payment Service to the Banking Service Team using the "Contact Us" link on the Customer Support page or by phone at 1-800-593-4345. G. Payment Cancellation Requests You may cancel or edit any Scheduled Payment (including recurring payments) by following the online directions within the Bill Payment Service application. There is no charge for canceling or editing a Scheduled Payment. Once we have begun processing a payment it cannot be cancelled or EFTA01463717 edited, therefore a stop payment request must be submitted if applicable or allowed by contacting the Banking Service Team at 1-866-362-4796. H. Stop Payment Requests Our ability to process a stop payment request will depend on the payment method and whether or not a check has cleared. Also, we may not have a reasonable opportunity to act on any stop payment request after a payment has been processed. If you desire to stop any payment that has already been processed, you must contact the Banking Service Team at 1-866-362-4796. Although we will make every effort to accommodate your request, we will have no liability for failing to do so. We may also require you to present your request in writing within 10 days. The charge for each stop payment request is $10.00. The charge for stop payment requests will be applied whenever any Bill Payment is stopped at your request, because you submitted an incorrect Biller address or because you request a refund on a check that has not yet cleared. The charge will not be assessed if the payment is stopped due to an error by the Bank or its Service Provider, the payment was not posted by the Biller even though you correctly submitted the Biller address or if the check was lost in the mail. From time to time, the Internet Banking Service may be inoperable. If that occurs, your request can be communicated to the Bank by telephone instructions. The Cut-Off time for us to receive a stop-payment request is 4:00 p.m. New York time on a Business Day and a stop payment request received after that time will be processed on the next Business Day. You agree that we will have a reasonable period of time following receipt of a stop payment request to act on it. I. Prohibited Payments Payments to Billers outside of the United States or its territories are prohibited through the Bill Payment Service. 3. Consumer Client Government Payments For consumers only: You agree not to use the Bill Payment Service to make state or federal tax payments and court ordered payments (Government Payments) In no event shall we be liable for any claims or damages resulting from your scheduling of Government Payments. The Service Guarantee as it applies to any late payment related changes is void when Government Payments are scheduled and/- or processed by the Bill Payment Service. We shall have no obligation to research or resolve any claim resulting from a Government Payment. All research and resolution for any misapplied, misposted or misdirected Government Payments will be the sole responsibility of you and not of us. EFTA01463718 11 WM134667 010198.080613 EFTA01463719 K. Biller Limitation We reserve the right to refuse to pay any Biller to whom you may direct a payment. The Bank will notify you promptly if it decides to refuse to pay a Biller designated by you. This notification is not required if you attempt to make a prohibited payment or a Government Payment under this Agreement. L. Returned Payments You understand that Billers, the United States Postal Service, or others involved in the handling of payments may return payments to the Bill Payment Service for various reasons such as, but not limited to: i. Biller's forwarding address expired; ii. Biller account number is not valid; iii. Biller is unable to locate account; or iv. Biller account is paid in full. The Bank will use reasonable efforts to research and correct the returned payment and return it to your Biller, but may not be able to do so or may be able to do so only after delay. You agree that we are not responsible for losses or damages you may suffer as a result. We may at our option at any time simply void the payment and credit your Payment Account, either with or without efforts to correct payment information. We may, but are not required to, notify you in the event a payment has been voided. M. Information Authorization Your enrollment in Bill Payment Services may not be accomplished or may be rejected for any reason, including if we cannot verify your identity or other necessary information. Through your enrollment in Bill Payment Services, you agree that the Bank reserves the right to request a review of your credit rating through an authorized bureau. In addition, you agree that the Bank reserves the right to obtain financial information regarding your Account from a Biller or another financial institution (for example, to resolve payment posting problems or for verification). You agree to assist us as we may request in these matters. 13. ACH Services To enable you to provide instructions to the Bank, so that the Bank may utilize the ACH network to originate entries charged and/or credited to the Account(s), you and the Bank hereby agree as follows: A. Preparation of ACH Instructions In accordance with the provisions of Section 3 above, you, or a third party authorized by you in writing to act on your behalf, will prepare and send the Bank debit, credit, prenotification and other ACH-related instructions pertaining to the Account(s) ("ACH Instructions"), all of which shall conform to the then EFTA01463720 current ACH operating regulations and processing formats of the Bank. The Bank will perform its standard validation tests upon such ACH Instructions, and submit those ACH Instructions that pass such validation tests to the ACH for execution. ii. The Bank's deadline for receipt of ACH Instructions each business day, which is necessary to conform with the deadlines for processing ACH Instructions on the date of receipt as prescribed by such operating regulations, is set forth in Section 23 above. B. Processing ACH Instructions; Security Procedure The authenticity of all ACH Instructions is subject to verification by the Bank pursuant to the security procedure set forth in Section 3 above. You represent that ACH Instructions have been duly authorized by you, and that all information contained in the ACH Instructions is correct and complete. You shall comply with the requirements of the security procedure set forth in Section 3 above with respect to ACH Instructions transmitted by you to the Bank. You understand and agree that the purpose of such security procedure is intended to determine whether the communications purportedly issued by you and received by the Bank are authorized, but is not intended to detect any errors contained in such communications. No security procedure for the detection of any such error has been agreed upon between you and the Bank. When the Bank acts in accordance with the security procedure in processing an ACH Instruction, such ACH Instruction will be effective as if authorized by you, even though such ACH Instruction has not been authorized by you and you agree to pay the amount of such ACH Instruction, and to hold the Bank harmless and otherwise waive any and all claims against the Bank with respect to any such ACH Instruction. ii. Requests for cancellation, reversal or return of ACH Instructions shall be made by fax or email, and shall be subject to the time limits set forth in Section 23 above. iii. You acknowledge that the Bank has made available information with respect to the operation and risks associated with the security procedure set forth in Section 3 above. You hereby represent and warrant to the Bank that after careful review of the history of your transactions and your anticipated transactions, you are satisfied that the security procedure is appropriate for your needs and that such security procedure is reasonable under your circumstances. 12 WM134667 EFTA01463721 010198.080613 EFTA01463722 C. Payment and Credit With Respect to ACH Instructions The Bank will: (a) credit the Account(s) with the total amount of each batch of debit Entries (as defined below) resulting from ACH Instructions and (b) debit the Account(s) with the total amount of each batch of credit Entries resulting from ACH Instructions. The Bank reserves the right to charge all such credits and debits to the Account(s) either (i) as of the date the Bank's Federal Reserve account is credited and/or debited under the ACH operating regulations (the "Settlement Date") or (ii) with respect to credit Entries resulting from ACH Instructions, up to two business days before the Settlement Date. You agree that the Account(s) will be fully funded in available funds to cover all charges made to the Account(s) at such time as the Bank charges the Account(s) in accordance with the previous sentence. As used herein, "Entry" or "Entries" means an electronic item(s) representing the transfer of funds in the ACH that originates from one or more ACH Instructions. D. Execution of ACH Instructions; Limitation of Liability A Receiving Depository Financial Institution (RDFI) is the institution that receives Entries from the ACH operator and posts them to the accounts of its depositors (Receivers). Subject to: (a) applicable U.S. laws and regulations, (b) the terms of this Agreement, including this Section 24, (c) the terms and conditions of the Account Agreement and (d) availability of funds in the Account(s), the Bank agrees to execute all ACH Instructions; provided, however that the Bank may refrain from executing any ACH Instruction if the Bank believes that such ACH Instruction may not have been authorized by you. Acceptance of an ACH Instruction shall not be deemed to be a waiver by the Bank of any of the conditions or reservations referred to in the preceding sentence. You agree that, except to the extent provided by applicable law and consistent with Section 7(D)(i) above, the Bank, other members of the Deutsche Bank Group, their Service Providers and their respective officers, directors, employees and agents, shall not be liable for any losses, damages, liabilities or costs suffered or incurred by you or any third party as a result of: (a) the Bank's executing ACH Instructions, (b) the improper execution, delayed execution or non-execution of any ACH Instruction because of unclear instructions, legal restrictions, governmental interference, failure of communications media, the insolvency of any ACH or other party to a transaction covered by this Section 24, (c) your acts or omissions (including without limitation the amount, accuracy, timeliness of transmittal or authorization of any ACH Instruction received from you), (d) the acts or omissions of any other person, including EFTA01463723 without limitation any Federal Reserve Bank, Automated Clearing House or transmission or communications facility, any Receiver or RDFI (including without limitation the return of an Entry by such Receiver or RDFI), (e) any other events or circumstances beyond the Bank's control, including but not limited to acts of God, acts of war, acts of terrorism, natural or man-made disaster, machine or computer breakdown or (f) any other acts or omissions of the Bank (or of any of its agents or correspondents) relating to this Section 24 or the transactions or activities contemplated hereby except to the extent, if any, that such other acts or omissions constitute gross negligence or willful misconduct by the Bank. The Bank shall not be liable for the acts or omissions of any agents or correspondents selected by you. Consistent with Section 7(D)(i) above, in no event shall the Bank, other members of the Deutsche Bank Group, their Service Providers and their respective officers, directors, employees and agents, be liable for special, indirect, incidental, consequential or punitive damages, whether or not the likelihood of such damages was known or contemplated by such parties and regardless of the legal or equitable theory of liability which you may assert, including, without limitation, loss or damage from subsequent wrongful dishonor resulting from the under this Section 24. Subject to the foregoing limitations, the Bank's liability resulting from its error or delay shall be calculated by using a rate equal to the average Federal Reserve Bank of New York for the period involved. E. Reliance on Account Number You acknowledge and agree that, if an ACH Instruction describes the Receiver inconsistently by name and account number, payment of the Entry transmitted by the Bank to the RDFI may be made by the RDFI (or by the Bank in the case of an On-Us ACH Instruction) on the basis of the account number supplied by you, even if the ACH Instruction identifies a person different from the named Receiver, and that your obligation to pay the amount of the ACH Instruction to the Bank is circumstances. F. Examination of Advices and Statements The Bank will send you a periodic statement or advice showing ACH-related debits and credits to your Account (s). If you have enrolled in the eStatement Service, you will receive such statements electronically in accordance with the terms and conditions set forth in Section 16 above. You agree to exercise ordinary care to determine whether you believe that a statement contains an ACH-related Bank's acts or omissions for loss of interest Federal Funds rate at the not excused in such EFTA01463724 error, and you agree to notify the Bank of such error within 30 days after the Bank provides you with or otherwise makes available to you information sufficient to identify the transaction relating to the deemed error. You agree that: (a) if you fail to make such notification within such 30 day period, the Bank will not be liable for any other losses resulting from your failure to give such notice or any loss of interest or any interest equivalent with respect to an ACH Instruction reflected on such periodic statement and (b) your right to assert a claim against the Bank with respect to any transaction reasonably identified in a statement, advice or other information provided or made available to you by the Bank shall expire within 30 days of the date that such statement, advice or other information was first provided or otherwise made available to you. WM134667 13 010198.080613 EFTA01463725 G. Certain Representations and Warranties; Indemnity With respect to each and every ACH Instruction, you represent and warrant to the Bank and agree that: (a) each person shown as the Receiver on an ACH Instruction received by Bank from you has authorized the initiation of such ACH Instruction and the crediting or debiting of its account in the amount and on the effective entry date shown on such ACH Instruction, (b) such authorization is operative at the time of transmittal, crediting and/or debiting by the Bank as provided herein (c) you shall perform your obligations under this Agreement, including this Section 24 in accordance with all applicable laws and regulations, including, without limitation, the sanctions laws administered by the Office of Foreign Assets Control and (d) you shall be bound by and comply with all rules of the applicable clearinghouse, as in effect from time to time, including but not limited to the provision making payment of an Entry by the RDFI to the Receiver provisional until receipt by the RDFI of final settlement for such Entry. You specifically acknowledge that you have received notice of the rule regarding provisional payment and of the fact that, if such settlement is not received, the RDFI shall be entitled to a refund from the Receiver of the amount credited and that you shall not be deemed to have paid the Receiver the amount of the corresponding Entry. Consistent with Section 21 above, you agree to indemnify, defend and hold the Bank, other members of the Deutsche Bank Group, their Service Providers and their respective officers, directors, employees and agents, harmless from and against any loss, liability, damage, cost or expense (including attorneys' fees and expenses), suit or other action or proceeding, or claim resulting from or arising out of any breach by you of this Section 24, or the Bank's having executed any ACH Instructions or otherwise having performed any of its obligations hereunder, except to the extent of the Bank's gross negligence or willful misconduct. Any overdraft arising in the Account(s) shall become subject, at the Bank's sole option, to a lien and subject to be set off against the balance of any of your other accounts with the Bank. H. Use of Third Parties. If you use a third party to send ACH Instructions on your behalf: (a) at the Bank's request, you will cause such third party to test communications with the Bank, (b) the third party will be required to use the security procedure set forth in Section 3 above and (c) you shall be bound by and responsible for the actions (including but not limited to the sending of ACH Instructions), errors and omissions of such third party to the same extent as if such actions, errors or omissions had been committed or omitted by you. EFTA01463726 14. Positive Pay Services (For Business Clients Only) A. The Positive Pay Service is an elective feature of the Internet Banking Services, available to business clients, which enables you to notify the Bank of all checks you have issued, so that the Bank can, in turn, notify you in the event the Bank receives a request to process a check that was not identified to us via the Positive Pay Service. B. If the Bank receives a request to process a check that you have not informed us about and has not been identified to us via the Positive Pay Service, we will notify you through the Internet Banking Services of such pending request. C. You may enter the details for checks issued by manually entering the information when you connect to the Internet Banking Services or by importing a check issue file. The information you enter for each check you issue must accurately state the check number, date, and the exact dollar amount of each check drawn on an Account. i. You understand and acknowledge that if, as a result of a system failure or outage, the check file is not accepted via the Internet Banking Services and/or the Bank cannot process the file, the file shall be considered as not received and the Bank shall have no liability therefor. D. Payment of Presented Items and Reporting of Exception Items The Bank will compare each presented check by check number and payment amount against the information you provide via the Positive Pay Service. On each Business Day, the Bank: i. May pay and charge to the designated Account each presented check that matches by check number and payment amount a check that you have entered via the Positive Pay Service. ii. Shall provide you with an electronic notification of any checks presented for payment that do not match the information you have provided (an "exception check"). The Bank will notify you of any exception checks identified each Business Day by 9:00 a.m. on the following Business Day (the "Notification Date"). E. Pay Request/Return Request You shall review any exception check(s) on the Notification Date, and notify the Bank via the Internet Banking Services whether to pay or return each check identified in the notification by 1:00PM on the same day. If you do not notify the Bank otherwise prior to such deadline, the Bank will make final payment of the exception check(s) and charge the designated Account(s) for the checks that are drawn against it. F. The Positive Pay Service may not be used for any check that the Bank has already cashed, negotiated or paid or for which the Bank is already committed to honor or pay under applicable EFTA01463727