EFTA01448713.pdf

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, 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 with certain Internet Banking Services. You agree to: fa) comply with the User Guides and procedures that we provide to you, (b) take reasonable steps to safeguard the confidentiality and security of the Security Code, User Guide, and any other proprietary property or information we provide to 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 of Company ID, User IDs, Security Codes or Passwords to those Other Permitted Persons authorized to use the Internet Banking Services or who have a specific need to know them. You will establish procedures to protect the confidentiality of all information relating to the Internet Banking Services, including all Security Codes and Passwords, and will immediately notify us if you know or suspect that Security Codes, Passwords or any other security-related information has been compromised or misused. G. If you are a business client, we may require you to designate one or more 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 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). WM 134667 4 010198080613 CONFIDENTIAL — PURSUANT TO FED. R. CRIM. P. 6(e) DB-SDNY-0 103816 CONFIDENTIAL SDNY_GM_00250000 EFTA01448713