COMMERCIAL DEPOSIT ACCOUNT TERMS AND CONDITIONS

Transcription

1 COMMERCIAL DEPOSIT ACCOUNT TERMS AND CONDITIONS Also for use by FIDUCIARIES WELCOME TO M&T This section includes information about the names and features of your company s deposit accounts at M&T Bank ( M&T ) after the conversion. Please note that provisions that apply only to new customers or only to newly opened accounts will not apply to converted accounts. The features and terms of your company s deposit accounts as described in this section do not necessarily reflect the standard features and terms of M&T deposit accounts. This means that any deposit account your company may open with M&T before, at, or after the conversion date may have features and terms that are different from those that will apply as of the conversion date to your company s deposit accounts that were acquired by M&T from Wilmington Trust Company and/or Wilmington Trust FSB.

2 TABLE OF CONTENTS Checking Account Conversion Information...p. 3 Savings and Money Market Account Conversion Information Time Deposit Account Conversion Information Business Edge Banking Program Specific Features and Terms...pp M&T Free Business Checking Account...p. 4 M&T Advanced Business Checking Account...p. 4 Commercial Checking Account...p. 5 Business Sweep Checking I Account...pp. 5-6 M&T Business Interest Checking Account...pp. 6-7 IOLTA NOW Account...pp. 7-9 Business Sweep Money Market Savings Account...p. 9 Commercial Money Market Savings Account...p. 10 Commercial Savings Account...pp Commercial Certificate of Deposit...p. 11 Notice Regarding Overdrafts...p. 12 Availability Disclosure for Commercial Deposit Accounts...pp Electronic Banking Agreement for Businesses...pp Commercial Deposit Account Agreement...pp Introduction...p. 20 Definitions Governing Documents Kinds of Commercial Accounts General Terms and Conditions for Commercial Deposit Accounts...p. 20 General Use of Accounts Deposits Missing Endorsements...p. 21 Limitations on Deposits Verification of Checks and Other Noncash Items Received For Deposit Collection and Cashing of Checks and Other Items Crediting of Deposits Withdrawals Information about Transactions Made with your Debit Card and Authorization Holds Authorized Signatures and Identification...p. 22 Telephone Instructions Preauthorized and Automatic Transfers...p. 23 ACH Payments Provisional Notice of Changes Indemnity of Bank as Escrowee Fiduciaries Customer Security Notice of Suspected Errors Standard of Care Charging of Withdrawals...p. 24 Overdrafts Bank s Right of Setoff Power of Attorney Liabilities and Expenses Services Fees and Negative Available Balance Fees Closing Accounts Statements, Notices, Advices and Changes of Address Abandoned Accounts...p. 25 Amendments Nonwaiver by Bank Waiver of Rights Assignment of Account Joint Accounts Reasonable Time to Act Insufficient Funds Fees Imposed Based on Available Balance Disclosure of Information...p. 26 Successors and Assigns Legal Proceedings and Disputes Disputes Involving Your Account Evidence Conflicts with Applicable Law...p. 27 Conflicts Involving Consumer Account Documents Severability What Law Applies More Information Special Provisions for Commercial Checking, NOW and Savings Accounts...p. 27 Deposits Limitations on Withdrawals Notice of Withdrawal Refusal to Permit Withdrawal Order in Which We Post and Pay Debit Items and Certain Fees Passbooks Stale and Postdated Checks Stopping Payment of Check Check Cashing at Bank Branches...p. 28 Check Cashing Fees Check Cashing Identification Requirements Electronic Presentment of Checks Certain Interest-Bearing Checking Accounts Certain Non-Interest-Bearing Checking Accounts Special Provisions for Commercial Time Deposit Accounts...p. 29 No Change in Maturity Date by Additional Deposit Automatic Renewal Book Entry Accounts Delay in Withdrawal On and After Final Maturity Date Notice of Maturity Date Limitation on Early Withdrawal Past Policies on Early Withdrawal Limitations on Withdrawals Penalty for Early Withdrawal Commercial Deposit Services Fees...pp BT

3 CHECKING ACCOUNT CONVERSION INFORMATION IF THIS IS YOUR CHECKING OR NOW ACCOUNT PRIOR TO CONVERSION Free Business Checking OR Regular Checking Business Edge Banking Business Checking Business Capital Advantage Checking Interest Checking IOLTA THIS WILL BE YOUR NEW ACCOUNT ON THE CONVERSION DATE M&T Free Business Checking M&T Advanced Business Checking Commercial Checking Business Sweep Checking I M&T Business Interest Checking IOLTA NOW After the conversion date, your company s M&T checking account will be governed by the following documents: Commercial Deposit Account Agreement Notice Regarding Overdrafts Business Checking Accounts Availability Disclosure for Commercial Deposit Accounts Specific Features and Terms for the specific type of account you will have after conversion Schedule of Commercial Deposit Services Fees These documents will apply to your account as though your business signed a Commercial Deposit Account Opening Request for its M&T account on the conversion date. SAVINGS AND MONEY MARKET ACCOUNT CONVERSION INFORMATION IF THIS IS YOUR SAVINGS OR MONEY MARKET ACCOUNT PRIOR TO CONVERSION Business Money Market OR Money Market Advantage OR Premium Money Market Advantage Instant Access Savings OR Business Savings THIS WILL BE YOUR NEW ACCOUNT ON THE CONVERSION DATE Commercial Money Market Savings OR Business Sweep Money Market Savings (if the account is part of a Business Capital Advantage sweep to savings) Commercial Savings After the conversion date, your company s M&T savings or money market account will be governed by the following documents: Commercial Deposit Account Agreement Availability Disclosure for Commercial Deposit Accounts Specific Features and Terms for the specific type of account you will have after conversion Schedule of Commercial Deposit Services Fees These documents will apply to your account as though your business signed a Commercial Deposit Account Opening Request for its M&T account on the conversion date. TIME DEPOSIT ACCOUNT CONVERSION INFORMATION IF THIS IS YOUR CD ACCOUNT PRIOR TO CONVERSION Certificate of Deposit (including Jumbo CDs) with automatic renewal Single-maturity CD AT YOUR CD S FIRST MATURITY ON OR AFTER THE CONVERSION DATE Your account will renew as a Commercial Certificate of Deposit at M&T Bank That maturity date will be the final maturity date of the account and the account will not be automatically renewed. Upon maturity, the balance in the account will cease to earn interest and will remain in the account uninvested until your company provides us with instructions for payment or deposit into another account. Until your company s CD matures for the first time, its terms will remain unchanged, except that the availability of funds deposited into that account will be governed by M&T s funds availability policy. After the first maturity of your company s CD following the conversion date, your company s account will be governed by the following documents: Commercial Deposit Account Agreement Availability Disclosure for Commercial Deposit Accounts Specific Features and Terms for the specific type of account you will have at M&T if your account automatically renews Schedule of Commercial Deposit Services Fees These documents will apply to your company s account as though your company signed a Commercial Deposit Account Opening Request for its M&T account at renewal on the first maturity date on or after the conversion date. BUSINESS EDGE BANKING PROGRAM The Business Edge Banking program and other similar relationship banking programs will not be continued after the conversion. Therefore, interest rates paid on accounts will be based on M&T s standard rates for each account type or, if an account paid a promotional rate for a designated period of time, this rate will continue at least until the expiration of that period. 3 BT

4 SPECIFIC FEATURES AND TERMS M&T FREE BUSINESS CHECKING ACCOUNT KIND OF ACCOUNT Checking ACCOUNT CAN BE OPENED BY All Non-Consumer LEDGER BALANCE At the end of any Business Day, consists of all funds previously deposited in and credited to the Account and not yet withdrawn from and charged against the Account. The Ledger Balance on a Saturday, Sunday or federal holiday will be the Ledger Balance as of the end of the previous Business Day. AVAILABLE BALANCE The balance available for withdrawal in accordance with the applicable Availability Disclosure for Commercial Deposit Accounts provided separately to the Customer. NEGATIVE AVAILABLE BALANCE An Available Balance less than zero. AVERAGE NEGATIVE AVAILABLE BALANCE The sum of all end-of-day Negative Available Balances which occur during the Analysis Period divided by the total number of calendar days in that Analysis Period. ANNUAL NEGATIVE AVAILABLE BALANCE RATE Variable, subject to change daily* COMPUTATION OF NEGATIVE AVAILABLE BALANCE FEE The Average Negative Available Balance multiplied by the Annual Negative Available Balance Rate in effect on the last day of the Analysis Period, divided by 360, multiplied by the number of days in that Analysis Period. STATEMENT CYCLE Monthly cycle unless otherwise requested. MONTHLY FEES AND OTHER SERVICES FEES See separate schedule as amended from time to time. ANALYSIS PERIOD Calendar month ACCESS AT ELECTRONIC FACILITIES Yes *The Annual Negative Available Balance Rate will be set by M&T at M&T s discretion without reference to any index, formula or schedule. M&T ADVANCED BUSINESS CHECKING ACCOUNT KIND OF ACCOUNT Checking ACCOUNT CAN BE OPENED BY All Non-Consumer LEDGER BALANCE At the end of any Business Day, consists of all funds previously deposited in and credited to the Account and not yet withdrawn from and charged against the Account. The Ledger Balance on a Saturday, Sunday or federal holiday will be the Ledger Balance as of the end of the previous Business Day. COLLECTED BALANCE The Ledger Balance reduced by Items in the process of collection. AVERAGE LEDGER BALANCE The sum of all Ledger Balances at the end of each day in the Analysis Period, divided by the number of calendar days in that period. AVERAGE FLOAT The sum of checks and other Items deposited to the Account but not yet collected, on each day of the Analysis Period, divided by the number of calendar days in that period. AVERAGE COLLECTED BALANCE The result of subtracting the Average Float from the Average Ledger Balance. AVAILABLE BALANCE The balance available for withdrawal in accordance with the applicable Availability Disclosure for Commercial Deposit Accounts provided separately to the Customer. NEGATIVE AVAILABLE BALANCE An Available Balance less than zero. AVERAGE NEGATIVE AVAILABLE BALANCE The sum of all end-of-day Negative Available Balances which occur during the Analysis Period divided by the total number of calendar days in that Analysis Period. ANNUAL NEGATIVE AVAILABLE BALANCE RATE Variable, subject to change daily.* COMPUTATION OF NEGATIVE AVAILABLE BALANCE FEE The Average Negative Available Balance multiplied by the Annual Negative Available Balance Rate in effect on the last day of the Analysis Period, divided by 360, multiplied by the number of days in that Analysis Period. STATEMENT CYCLE Monthly cycle unless otherwise requested. ANALYSIS PERIOD Calendar month MONTHLY FEES AND OTHER SERVICES FEES See separate schedule as amended from time to time. ACCESS AT ELECTRONIC FACILITIES Yes *The Annual Negative Available Balance Rate will be set by M&T at M&T s discretion without reference to any index, formula or schedule. 4 BT

5 COMMERCIAL CHECKING ACCOUNT KIND OF ACCOUNT Analyzed Checking ACCOUNT CAN BE OPENED BY All Non-Consumer ANNUAL EARNINGS CREDIT RATE Variable, subject to change daily.* LEDGER BALANCE At the end of any Business Day, consists of all funds previously deposited in and credited to the Account and not yet withdrawn from and charged against the Account. The Ledger Balance on a Saturday, Sunday or federal holiday will be the Ledger Balance as of the end of the previous Business Day. COLLECTED BALANCE The Ledger Balance reduced by Items in the process of collection. AVERAGE LEDGER BALANCE The sum of all Ledger Balances at the end of each day in the Analysis Period, divided by the number of calendar days in that period. AVERAGE FLOAT The sum of checks and other Items deposited to the Account but not yet collected, on each day in the Analysis Period, divided by the number of calendar days in that period. AVERAGE COLLECTED BALANCE The result of subtracting the Average Float from the Average Ledger Balance. AVERAGE POSITIVE COLLECTED BALANCE The sum of all positive end-of-day Collected Balances which occur during the Analysis Period divided by the number of calendar days in that period. RESERVE REQUIREMENT A percentage reduction equal to the highest percentage reserve requirement applicable to net transaction accounts (as defined in 12 CFR 204.2(j)) without regard to whether M&T is actually subject to a reserve requirement or the actual amount of any applicable reserve requirement with respect to M&T s net transaction accounts or any category or class of its net transaction accounts (including any category or class of demand deposit or NOW accounts that would include the Account). NET AVERAGE POSITIVE COLLECTED BALANCE The Average Positive Collected Balance less the Reserve Requirement. EARNINGS ALLOWANCE COMPUTATION The Net Average Positive Collected Balance for the Analysis Period, multiplied by the Annual Earnings Credit Rate in effect on the last day of the Analysis Period, divided by 365 (or 366 in a leap year), multiplied by the number of calendar days in that Analysis Period. The Earnings Allowance will be used to offset eligible services fees posted to the Account. BALANCE REQUIREMENT Total charges multiplied by 365 (or 366 in a leap year) divided by the number of days in the Analysis Period, divided by the Annual Earnings Credit Rate. The balance required to offset services fees posted to the Account. AVAILABLE BALANCE The balance available for withdrawal in accordance with the applicable Availability Disclosure for Commercial Deposit Accounts provided separately to the Customer. NEGATIVE AVAILABLE BALANCE An Available Balance less than zero. AVERAGE NEGATIVE AVAILABLE BALANCE The sum of all end-of-day Negative Available Balances which occur during the Analysis Period divided by the total number of calendar days in that Analysis Period. ANNUAL NEGATIVE AVAILABLE BALANCE RATE Variable, subject to change daily.* COMPUTATION OF NEGATIVE AVAILABLE BALANCE FEE The Average Negative Available Balance multiplied by the Annual Negative Available Balance Rate in effect on the last day of the Analysis Period, divided by 360, multiplied by the number of days in that Analysis Period. STATEMENT CYCLE Monthly cycle unless otherwise requested. SERVICES FEES PERIOD The period at the end of which applicable services fees will be assessed. ANALYSIS PERIOD Calendar month MONTHLY FEES AND OTHER SERVICES FEES See separate schedule as amended from time to time. ACCESS AT ELECTRONIC FACILITIES Yes *The Annual Earnings Credit Rate and Annual Negative Available Balance Rate will be set by M&T at M&T s discretion without reference to any index, formula or schedule. BUSINESS SWEEP CHECKING I ACCOUNT KIND OF ACCOUNT Checking ACCOUNT CAN BE OPENED BY All Non-Consumer LEDGER BALANCE At the end of any Business Day, consists of all funds previously deposited in and credited to the Account and not yet withdrawn from and charged against the Account. The Ledger Balance on a Saturday, Sunday or federal holiday will be the Ledger Balance as of the end of the previous Business Day. AVERAGE LEDGER BALANCE The sum of all Ledger Balances at the end of each day in the Analysis Period, divided by the number of calendar days in that period. AVAILABLE BALANCE The balance available for withdrawal in accordance with the applicable Availability Disclosure for Commercial Deposit Accounts provided separately to the Customer. NEGATIVE AVAILABLE BALANCE An Available Balance less than zero. AVERAGE NEGATIVE AVAILABLE BALANCE The sum of all end-of-day Negative Available Balances which occur during the Analysis Period divided by the total number of calendar days in that Analysis Period. ANNUAL NEGATIVE AVAILABLE BALANCE RATE Variable, subject to change daily.* 5 BT

6 COMPUTATION OF NEGATIVE AVAILABLE BALANCE FEE The Average Negative Available Balance multiplied by the Annual Negative Available Balance Rate in effect on the last day of the Analysis Period, divided by 360, multiplied by the number of days in that Analysis Period. STATEMENT CYCLE Monthly cycle unless otherwise requested. ANALYSIS PERIOD Calendar month MONTHLY FEES AND OTHER SERVICES FEES See separate schedule as amended from time to time. ACCESS AT ELECTRONIC FACILITIES Yes *The Annual Negative Available Balance Rate will be set by M&T at M&T s discretion without reference to any index, formula or schedule. M&T BUSINESS INTEREST CHECKING ACCOUNT KIND OF ACCOUNT Interest-bearing Checking (Demand Deposit) ACCOUNT CAN BE OPENED BY All Non-Consumer ANNUAL INTEREST RATE Annual Interest Rate is variable, subject to change daily.* Tiers for this Account are based on Collected Balance at the end of each day, and are as follows: At least $500, but less than $50,000 At least $50,000 ANNUAL EARNINGS CREDIT RATE Variable, subject to change daily.* LEDGER BALANCE At the end of any Business Day consists of all funds previously deposited in and credited to the Account and not yet withdrawn from and charged against it; plus all interest credited to the Account before that day and not yet withdrawn from and charged against it. The Ledger Balance on a Saturday, Sunday or federal holiday will be the Ledger Balance as of the end of the previous Business Day. COLLECTED BALANCE The Ledger Balance reduced by Items in the process of collection. AVERAGE LEDGER BALANCE The sum of all Ledger Balances at the end of each day in the Analysis Period divided by the number of calendar days in that period. AVERAGE FLOAT The sum of checks and other Items deposited to the Account but not yet collected, on each day in the Analysis Period, divided by the number of calendar days in that period. AVERAGE COLLECTED BALANCE The result of subtracting the Average Float from the Average Ledger Balance. AVERAGE POSITIVE COLLECTED BALANCE The sum of all positive end-of-day Collected Balances which occur during the Analysis Period divided by the number of calendar days in that period. RESERVE REQUIREMENT A percentage reduction equal to the highest percentage reserve requirement applicable to net transaction accounts (as defined in 12 CFR 204.2(j)) without regard to whether M&T is actually subject to a reserve requirement or the actual amount of any applicable reserve requirement with respect to M&T s net transaction accounts or any category or class of its net transaction accounts (including any category or class of demand deposit or NOW accounts that would include the Account). NET AVERAGE POSITIVE COLLECTED BALANCE The Average Positive Collected Balance less the Reserve Requirement. EARNINGS ALLOWANCE COMPUTATION The Net Average Positive Collected Balance for the Analysis Period, multiplied by the Annual Earnings Credit Rate in effect on the last day of the Analysis Period, divided by 365 (or 366 in a leap year), multiplied by the number of calendar days in that Analysis Period. The Earnings Allowance will be used to offset eligible services fees posted to the Account. BALANCE REQUIREMENT Total charges multiplied by 365 (or 366 in a leap year) divided by the number of days in the Analysis Period, divided by the Annual Earnings Credit Rate. The balance required to offset services fees posted to the Account. NET COLLECTED BALANCE The Collected Balance reduced by the Reserve Requirement. MINIMUM BALANCE ELIGIBLE TO EARN INTEREST Interest will accrue on the Net Collected Balance at the end of each day, provided the Collected Balance at that time is at least $500. INTEREST COMPUTATION For each day, the end-of-day Net Collected Balance (if positive) multiplied by the Annual Interest Rate in effect on that day, divided by 365. AVAILABLE BALANCE The balance available for withdrawal in accordance with the applicable Availability Disclosure for Commercial Deposit Accounts provided separately to the Customer. NEGATIVE AVAILABLE BALANCE An Available Balance less than zero. ANNUAL NEGATIVE AVAILABLE BALANCE RATE Variable, subject to change daily.* AVERAGE NEGATIVE AVAILABLE BALANCE The sum of all end-of-day Negative Available Balances which occur during the Analysis Period divided by the total number of calendar days in that Analysis Period. COMPUTATION OF NEGATIVE AVAILABLE BALANCE FEE The Average Negative Available Balance multiplied by the Annual Negative Available Balance Rate in effect on the last day of the Analysis Period, divided by 360, multiplied by the number of days in that Analysis Period. COMPOUNDING OF INTEREST Monthly PAYMENT OF INTEREST At the end of the last Business Day of the calendar month provided the Account is open. METHOD OF PAYMENT OF INTEREST As requested, by crediting the Account; or by crediting the Account followed immediately by transfer to an eligible Account with M&T. STATEMENT CYCLE Monthly cycle unless otherwise requested. 6 BT

7 SERVICES FEES PERIOD The period at the end of which applicable services fees will be assessed. ANALYSIS PERIOD Calendar month MONTHLY FEES AND OTHER SERVICES FEES See separate schedule as amended from time to time. ACCESS AT ELECTRONIC FACILITIES Yes *The Annual Interest Rate, Annual Earnings Credit Rate and Annual Negative Available Balance Rate will be set by M&T at M&T s discretion without reference to any index, formula or schedule. Rates for different tiers may from time to time be equal. IOLTA NOW ACCOUNT (for accounts open in Delaware) KIND OF ACCOUNT IOLTA (Interest on Lawyers Trust) accounts are a special type of NOW (negotiable order of withdrawal) account which can be opened only as an attorney trust account for qualified commingled client funds bearing interest for the benefit of the Delaware Bar Foundation. ACCOUNT CAN BE OPENED BY Attorney or Law Firm. ANNUAL INTEREST RATE Annual Interest Rate is variable, subject to change daily.* Tiers for this Account are based on Collected Balance at the end of each day, and are as follows: At least $500, but less than $50,000 At least $50,000 LEDGER BALANCE At the end of any Business Day consists of all funds previously deposited in and credited to the Account and not yet withdrawn from and charged against it; plus all interest credited to the Account before that day and not yet withdrawn from and charged against it. The Ledger Balance on a Saturday, Sunday or federal holiday will be the Ledger Balance as of the end of the previous Business Day. COLLECTED BALANCE The Ledger Balance reduced by Items in the process of collection. RESERVE REQUIREMENT A percentage reduction equal to the highest percentage reserve requirement applicable to net transaction accounts (as defined in 12 CFR 204.2(j)) without regard to whether M&T is actually subject to a reserve requirement or the actual amount of any applicable reserve requirement with respect to M&T s net transaction accounts or any category or class of its net transaction accounts (including any category or class of demand deposit or NOW accounts that would include the Account). NET COLLECTED BALANCE The Collected Balance reduced by the Reserve Requirement. MINIMUM BALANCE ELIGIBLE TO EARN INTEREST Interest will accrue on the Net Collected Balance at the end of each day, provided the Collected Balance at that time is at least $500. INTEREST COMPUTATION For each day, the end-of-day Net Collected Balance (if positive) multiplied by the Annual Interest Rate in effect on that day, divided by 365. AVAILABLE BALANCE The balance available for withdrawal in accordance with the applicable Availability Disclosure for Commercial Deposit Accounts provided separately to the Customer. NEGATIVE AVAILABLE BALANCE An Available Balance less than zero. ANNUAL NEGATIVE AVAILABLE BALANCE RATE Variable, subject to change daily.* AVERAGE NEGATIVE AVAILABLE BALANCE The sum of all end-of-day Negative Available Balances which occur during the Analysis Period divided by the total number of calendar days in that Analysis Period. COMPUTATION OF NEGATIVE AVAILABLE BALANCE FEE The Average Negative Available Balance multiplied by the Annual Negative Available Balance Rate in effect on the last day of the Analysis Period, divided by 360, multiplied by the number of days in that Analysis Period. COMPOUNDING OF INTEREST Monthly PAYMENT OF INTEREST At the end of the last Business Day of the calendar month provided the Account is open. METHOD OF PAYMENT OF INTEREST By crediting the Account; with periodic remittances to the account of the Delaware Bar Foundation after deduction of permissible service charges and other fees. STATEMENT CYCLE Monthly cycle unless otherwise requested. ANALYSIS PERIOD Calendar month MONTHLY FEES AND OTHER SERVICES FEES See separate schedule as amended from time to time. *The Annual Interest Rate and the Annual Negative Available Balance Rate will be set by M&T at M&T s discretion without reference to any index, formula or schedule. Rates for different tiers may from time to time be equal. IOLTA NOW ACCOUNT (for accounts open in Maryland) KIND OF ACCOUNT IOLTA (Interest on Lawyers Trust) accounts are a special type of NOW (negotiable order of withdrawal) account which can be opened only as an attorney trust account for qualified commingled client funds bearing interest for the benefit of the Maryland Legal Services Corporation. ACCOUNT CAN BE OPENED BY Attorney or Law Firm. ANNUAL INTEREST RATE Annual Interest Rate is variable, subject to change daily.* Tiers for this Account are based on Collected Balance at the end of each day, and are as follows: At least $500, but less than $50,000 At least $50,000 LEDGER BALANCE At the end of any Business Day consists of all funds previously deposited in and credited to the Account and not yet withdrawn from and charged against it; plus all interest credited to the Account before that day and not yet withdrawn from and charged against it. 7 BT

8 The Ledger Balance on a Saturday, Sunday or federal holiday will be the Ledger Balance as of the end of the previous Business Day. COLLECTED BALANCE The Ledger Balance reduced by Items in the process of collection. RESERVE REQUIREMENT A percentage reduction equal to the highest percentage reserve requirement applicable to net transaction accounts (as defined in 12 CFR 204.2(j)) without regard to whether M&T is actually subject to a reserve requirement or the actual amount of any applicable reserve requirement with respect to M&T s net transaction accounts or any category or class of its net transaction accounts (including any category or class of demand deposit or NOW accounts that would include the Account). NET COLLECTED BALANCE The Collected Balance reduced by the Reserve Requirement. MINIMUM BALANCE ELIGIBLE TO EARN INTEREST Interest will accrue on the Net Collected Balance at the end of each day, provided the Collected Balance at that time is at least $500. INTEREST COMPUTATION For each day, the end-of-day Net Collected Balance (if positive) multiplied by the Annual Interest Rate in effect on that day, divided by 365. AVAILABLE BALANCE The balance available for withdrawal in accordance with the applicable Availability Disclosure for Commercial Deposit Accounts provided separately to the Customer. NEGATIVE AVAILABLE BALANCE An Available Balance less than zero. ANNUAL NEGATIVE AVAILABLE BALANCE RATE Variable, subject to change daily.* AVERAGE NEGATIVE AVAILABLE BALANCE The sum of all end-of-day Negative Available Balances which occur during the Analysis Period divided by the total number of calendar days in that Analysis Period. COMPUTATION OF NEGATIVE AVAILABLE BALANCE FEE The Average Negative Available Balance multiplied by the Annual Negative Available Balance Rate in effect on the last day of the Analysis Period, divided by 360, multiplied by the number of days in that Analysis Period. COMPOUNDING OF INTEREST Monthly PAYMENT OF INTEREST At the end of the last Business Day of the calendar month provided the Account is open. METHOD OF PAYMENT OF INTEREST By crediting the Account; with periodic remittances to the account of the Maryland Legal Services Corporation after deduction of permissible service charges and other fees. STATEMENT CYCLE Monthly cycle unless otherwise requested. ANALYSIS PERIOD Calendar month MONTHLY FEES AND OTHER SERVICES FEES See separate schedule as amended from time to time. *The Annual Interest Rate and the Annual Negative Available Balance Rate will be set by M&T at M&T s discretion without reference to any index, formula or schedule. Rates for different tiers may from time to time be equal. IOLTA NOW ACCOUNT (for accounts open in Pennsylvania) KIND OF ACCOUNT IOLTA (Interest on Lawyers Trust) accounts are a special type of NOW (negotiable order of withdrawal) account which can be opened only as an attorney trust account for qualified commingled client funds bearing interest for the benefit of the Pennsylvania IOLTA Fund. ACCOUNT CAN BE OPENED BY Attorney or Law Firm. ANNUAL INTEREST RATE Annual Interest Rate is variable, subject to change daily.* Tiers for this Account are based on Collected Balance at the end of each day, and are as follows: At least $500, but less than $50,000 At least $50,000 LEDGER BALANCE At the end of any Business Day consists of all funds previously deposited in and credited to the Account and not yet withdrawn from and charged against it; plus all interest credited to the Account before that day and not yet withdrawn from and charged against it. The Ledger Balance on a Saturday, Sunday or federal holiday will be the Ledger Balance as of the end of the previous Business Day. COLLECTED BALANCE The Ledger Balance reduced by Items in the process of collection. RESERVE REQUIREMENT A percentage reduction equal to the highest percentage reserve requirement applicable to net transaction accounts (as defined in 12 CFR 204.2(j)) without regard to whether M&T is actually subject to a reserve requirement or the actual amount of any applicable reserve requirement with respect to M&T s net transaction accounts or any category or class of its net transaction accounts (including any category or class of demand deposit or NOW accounts that would include the Account). NET COLLECTED BALANCE The Collected Balance reduced by the Reserve Requirement. MINIMUM BALANCE ELIGIBLE TO EARN INTEREST Interest will accrue on the Net Collected Balance at the end of each day, provided the Collected Balance at that time is at least $500. INTEREST COMPUTATION For each day, the end-of-day Net Collected Balance (if positive) multiplied by the Annual Interest Rate in effect on that day, divided by 365. AVAILABLE BALANCE The balance available for withdrawal in accordance with the applicable Availability Disclosure for Commercial Deposit Accounts provided separately to the Customer. NEGATIVE AVAILABLE BALANCE An Available Balance less than zero. ANNUAL NEGATIVE AVAILABLE BALANCE RATE Variable, subject to change daily.* AVERAGE NEGATIVE AVAILABLE BALANCE The sum of all end-of-day Negative Available Balances which occur during the Analysis Period divided by the total number of calendar days in that Analysis Period. COMPUTATION OF NEGATIVE AVAILABLE BALANCE FEE The Average Negative Available Balance multiplied by the Annual Negative Available Balance Rate in effect on the last day of the Analysis Period, divided by 360, multiplied by the number of days in that Analysis Period. 8 BT

9 COMPOUNDING OF INTEREST Monthly PAYMENT OF INTEREST At the end of the last Business Day of the calendar month provided the Account is open. METHOD OF PAYMENT OF INTEREST By crediting the Account; with periodic remittances to the account of the Pennsylvania IOLTA Fund after deduction of permissible service charges and other fees. STATEMENT CYCLE Monthly cycle unless otherwise requested. ANALYSIS PERIOD Calendar month MONTHLY FEES AND OTHER SERVICES FEES See separate schedule as amended from time to time. *The Annual Interest Rate and the Annual Negative Available Balance Rate will be set by M&T at M&T s discretion without reference to any index, formula or schedule. Rates for different tiers may from time to time be equal. BUSINESS SWEEP MONEY MARKET SAVINGS ACCOUNT KIND OF ACCOUNT Statement Savings ACCOUNT CAN BE OPENED BY All Non-Consumers with either a Business Sweep Checking I or Business Sweep Checking II Account (each hereinafter referred to as a business checking account ) who enroll for the Business Sweep Checking Service offered by M&T Bank. ANNUAL INTEREST RATE Annual Interest Rate is variable, subject to change daily.* Tiers for this Account are based on Collected Balance at the end of each day, and are as follows: At least $1, but less than $2,500 At least $2,500, but less than $10,000 At least $10,000, but less than $25,000 At least $25,000, but less than $50,000 At least $50,000, but less than $100,000 At least $100,000, but less than $500,000 At least $500,000, but less than $1,000,000 At least $1,000,000 LEDGER BALANCE At the end of any Business Day consists of: 1. All funds deposited in and credited to the Account and not yet withdrawn from and charged against it; plus 2. All interest credited to the Account before that day and not yet withdrawn from and charged against it. The Ledger Balance on a Saturday, Sunday or federal holiday will be the Ledger Balance as of the end of the previous Business Day. COLLECTED BALANCE The Ledger Balance reduced by Items in the process of collection. BALANCE ELIGIBLE TO EARN INTEREST As of any time during any day will consist of: 1. The Collected Balance as of that time; plus 2. All interest earned on funds in the Account before that day, but not yet paid. AVAILABLE BALANCE The balance available for withdrawal in accordance with the applicable Availability Disclosure for Commercial Deposit Accounts. COMPOUNDING OF INTEREST Daily INTEREST COMPUTATION For each day, the Balance Eligible to Earn Interest as of the end of that day multiplied by the Annual Interest Rate for that day, divided by 365. PAYMENT OF INTEREST At the end of the last day of the statement cycle provided the Account is open. METHOD OF PAYMENT OF INTEREST By crediting the Account. MINIMUM BALANCE TO EARN INTEREST To earn interest on any day the Collected Balance must be at least $1 as of the end of that day. STATEMENT CYCLE Monthly cycle MONTHLY FEES AND OTHER SERVICES FEES None. TRANSFER LIMITATIONS During any calendar month, a total of no more than 6 withdrawals and transfers can be made to another account with us or to a third party by means of a preauthorized or automatic transfer or telephonic (including data transmission) agreement, order or instruction (including Internet, web banking and other computer transactions), or by check, draft, debit card, or similar order payable to a third party. ACCESS AT ELECTRONIC FACILITIES No TERMINATION OF ACCOUNT ELIGIBILITY If, at any time after the Account is opened, the Business Sweep Checking Sweep service provided in connection with the Customer s business checking account is terminated, the Account will be automatically converted to a Commercial Money Market Savings Account with M&T Bank. Thereafter, the Account will be governed by the Specific Features and Terms for Commercial Money Market Savings Accounts that apply to such accounts that are opened at the branch where the customer has the Account and the Customer will be bound by the terms and conditions contained therein as though the Customer had signed a Deposit Account Opening Request for a Commercial Money Market Savings Account on the date of the Account conversion. A copy of the Specific Features and Terms for Commercial Money Market Savings Accounts is included on page 10 of this section. If your account becomes a Commercial Money Market Savings account, it will also be subject to the fees in effect for those accounts at that time. NOT TRANSFERABLE (as defined in 12 CFR 204) *The Annual Interest Rate will be set by M&T at M&T s discretion without reference to any index, formula or schedule. Rates for different tiers may from time to time be equal. 9 BT

10 COMMERCIAL MONEY MARKET SAVINGS ACCOUNT KIND OF ACCOUNT Statement Savings ACCOUNT CAN BE OPENED BY All Non-Consumer ANNUAL INTEREST RATE Annual Interest Rate is variable, subject to change daily.* Tiers for this Account are based on Collected Balance at the end of each day, and are as follows: At least $500, but less than $2,500 At least $2,500, but less than $10,000 At least $10,000, but less than $25,000 At least $25,000, but less than $50,000 At least $50,000, but less than $75,000 At least $75,000, but less than $100,000 At least $100,000 LEDGER BALANCE At the end of any Business Day consists of: 1. All funds deposited in and credited to the Account and not yet withdrawn from and charged against it; plus 2. All interest credited to the Account before that day and not yet withdrawn from and charged against it. The Ledger Balance on a Saturday, Sunday or federal holiday will be the Ledger Balance as of the end of the previous Business Day. COLLECTED BALANCE The Ledger Balance reduced by Items in the process of collection. BALANCE ELIGIBLE TO EARN INTEREST As of any time during any day will consist of: 1. The Collected Balance as of that time; plus 2. All interest earned on funds in the Account before that day, but not yet paid. AVAILABLE BALANCE The balance available for withdrawal in accordance with the applicable Availability Disclosure for Commercial Deposit Accounts provided separately to the Customer. COMPOUNDING OF INTEREST Daily INTEREST COMPUTATION For each day, the Balance Eligible to Earn Interest as of the end of that day multiplied by the Annual Interest Rate for that day, divided by 365. PAYMENT OF INTEREST At the end of the last day of the statement cycle provided the Account is open. METHOD OF PAYMENT OF INTEREST As requested: 1. By crediting the Account; or 2. By crediting the Account followed immediately by transfer to an eligible Account with M&T. MINIMUM BALANCE TO EARN INTEREST To earn interest on any day the Collected Balance must be at least $500 as of the end of that day. STATEMENT CYCLE Monthly cycle MONTHLY FEES AND OTHER SERVICES FEES See separate schedule as amended from time to time. TRANSFER LIMITATIONS During any calendar month, a total of no more than 6 withdrawals and transfers can be made to another account with us or to a third party by means of a preauthorized or automatic transfer or telephonic (including data transmission) agreement, order or instruction (including Internet, web banking and other computer transactions), or by check, draft, debit card or similar order payable to a third party. ACCESS AT ELECTRONIC FACILITIES Yes NOT TRANSFERABLE (as defined in 12 CFR 204) * The Annual Interest Rate will be set by M&T at M&T s discretion without reference to any index, formula or schedule. Rates for different tiers may from time to time be equal. COMMERCIAL SAVINGS ACCOUNT KIND OF ACCOUNT Statement Savings ACCOUNT CAN BE OPENED BY All Non-Consumer ANNUAL INTEREST RATE Variable, subject to change daily* LEDGER BALANCE At the end of any Business Day consists of: 1. All funds deposited in and credited to the Account and not yet withdrawn from and charged against it; plus 2. All interest credited to the Account before that day and not yet withdrawn from and charged against it. The Ledger Balance on a Saturday, Sunday or federal holiday will be the Ledger Balance as of the end of the previous Business Day. COLLECTED BALANCE The Ledger Balance reduced by Items in the process of collection. BALANCE ELIGIBLE TO EARN INTEREST As of any time during any day will consist of: 1. The Collected Balance as of that time; plus 2. All interest earned on funds in the Account before that day, but not yet paid. AVAILABLE BALANCE The balance available for withdrawal in accordance with the applicable Availability Disclosure for Commercial Deposit Accounts provided separately to the Customer. COMPOUNDING OF INTEREST Daily INTEREST COMPUTATION For each day, the Balance Eligible to Earn Interest as of the end ofthe day multiplied by the Annual Interest Rate for that day, divided by 365. PAYMENT OF INTEREST At the end of the last day of the statement cycle provided the Account is open. METHOD OF PAYMENT OF INTEREST As requested: 1. By crediting the Account; or 2. By crediting the Account followed immediately by transfer to an eligible Account with M&T. 10 BT

11 MINIMUM BALANCE TO EARN INTEREST To earn interest on any day the Collected Balance must be at least $100 as of the end of that day. STATEMENT CYCLE Monthly cycle MONTHLY FEES AND OTHER SERVICES FEES See separate schedule as amended from time to time. TRANSFER LIMITATIONS During any calendar month, a total of no more than 6 withdrawals and transfers can be made to another account with us or to a third party by means of a preauthorized or automatic transfer or telephonic (including data transmission) agreement, order or instruction (including Internet, web banking and other computer transactions), or by debit card or similar order payable to a third party. No withdrawal can be made by check. ACCESS AT ELECTRONIC FACILITIES Yes NOT TRANSFERABLE (as defined in 12 CFR 204) *The Annual Interest Rate will be set by M&T at M&T s discretion without reference to any index, formula or schedule. COMMERCIAL CERTIFICATE OF DEPOSIT KIND OF ACCOUNT Automatically Renewable Time Deposit ACCOUNT CAN BE OPENED BY All Non-Consumer MINIMUM OPENING DEPOSIT $1,000 INITIAL TERM FIRST MATURITY DATE ANNUAL INTEREST RATE FOR INITIAL TERM %* ANNUAL PERCENTAGE YIELD FOR INITIAL TERM %** or a $100 DAILY PERCENTAGE RATE FOR INITIAL TERM %*** or a $100 LEDGER BALANCE At the end of any Business Day consists of: 1. All funds deposited in and credited to the Account, and not yet withdrawn from and charged against it; plus 2. All interest credited to the Account before that day and not yet withdrawn from and charged against it. The Ledger Balance on a Saturday, Sunday or federal holiday will be the Ledger Balance as of the end of the previous Business Day. BALANCE ELIGIBLE TO EARN INTEREST As of any time during any day will consist of: 1. The Ledger Balance; plus 2. All interest earned on funds in the Account before that day but not yet paid. AVAILABLE BALANCE The balance available for withdrawal in accordance with the applicable Availability Disclosure for Commercial Deposit Accounts provided separately to the Customer. FREQUENCY OF COMPOUNDING AND PAYMENT OF INTEREST**** Interest is compounded daily and paid at the end of the day before each maturity date and, if requested, approximately every month, every 3 months, every 6 months, or every year. INTEREST COMPUTATION For each day, the Balance Eligible to Earn Interest as of the end of that day multiplied by the Annual Interest Rate for that day, divided by 365. METHOD OF PAYMENT OF INTEREST As requested: 1. By crediting the Account; or 2. By crediting the Account followed immediately by transfer to an eligible Account with M&T; or 3. By crediting the Account followed immediately by withdrawal and payment by check. PENALTY FOR EARLY WITHDRAWAL days interest on the amount of the withdrawal if the Term during which the withdrawal is made is equal to or greater than 365 days and the withdrawal is not made within 10 days after the previous maturity date of the Account days interest on the amount of the withdrawal if the Term during which the withdrawal is made is less than 365 days and the withdrawal is not made within 10 days after the previous maturity date of the Account. 3. All interest earned on the amount of the withdrawal since the most recent maturity date of the Account if the withdrawal is made within 10 days after the previous maturity date. The penalty will be computed without compounding at the Annual Interest Rate in effect when the withdrawal is made. The penalty may invade principal. ADDITIONAL DEPOSITS On or within 10 days after any maturity date of the Account. CHANGE OF TERM On or within 10 days after any maturity date of the Account. NOT TRANSFERABLE (as defined in 12 CFR 204) ****The Annual Interest Rate will be subject to change each time the Account is renewed and will be set by M&T at M&T s discretion without reference to any index, formula or schedule. ****The Annual Percentage Yield is an annual rate that will be subject to change each time the Account is renewed and is based on the assumptions that the Account is renewed on each maturity date, that interest earned on funds in the Account is not withdrawn from the Account and that the Annual Interest Rate for the initial Term does not change for subsequent Terms. ****The Daily Percentage Rate is subject to change each time the Account is renewed. ****The availability of particular periodic interest payment options for the Account depends on the Term of the Account. Not all of the interest payment options are available for all Terms of the Account. 11 BT

12 NOTICE REGARDING OVERDRAFTS BUSINESS CHECKING ACCOUNTS* This notice provides general information concerning what may occur and what fees may be charged when you withdraw, or try to withdraw, more money from your checking account* than you have available for withdrawal from that account. More detailed information on these and other important topics may be found in the Commercial Deposit Account Agreement, applicable fee schedule, Electronic Banking Agreement for Businesses, and Availability Disclosure for Commercial Deposit Accounts. MEANING OF SOME TERMS WE USE IN THIS NOTICE A Debit Item means any withdrawal, transfer or other transaction made or attempted including, but not limited to, any withdrawal, transfer or other transaction made or attempted by check, in person, ATM or other electronic means. An Overdraft Arrangement means either (i) a line of credit account tied to your account or (ii) another account you have with us that is linked to your account for the purpose of covering overdrafts under a Zero Balance Account Agreement. GENERAL INFORMATION ABOUT OVERDRAFTS When we receive a Debit Item for payment from your account and your account does not contain sufficient available funds to pay that Debit Item, we may decide to pay the Debit Item or not to pay it.** We make this decision in our sole discretion and our decision to pay a particular Debit Item does not obligate us to pay other Debit Items if your account does not contain sufficient available funds to cover such other Debit Items. If your account becomes overdrawn (that is, has a negative balance), you must immediately pay to us the total amount of the overdraft. INSUFFICIENT FUNDS FEE If you withdraw, or try to withdraw, more money from your account than you have available for withdrawal from that account, you will be charged an insufficient funds (NSF) fee*** in accordance with the Commercial Deposit Services Fees schedule unless the money is paid under an Overdraft Arrangement.** This is true regardless of: 1. Whether we pay or decline to pay the Debit Item; or 2. How you withdraw or attempt to withdraw the funds. EXTENDED OVERDRAFT FEE In addition to any insufficient funds (NSF) fees and negative available balance charges*** that may apply to your checking account, if we pay a Debit Item and, as a result, your checking account becomes overdrawn (that is, the available balance is negative) or becomes further overdrawn, regardless of whether you incur an NSF fee related to that Debit Item, you will be charged a $10 extended overdraft fee for every 5 consecutive business days that the account remains overdrawn until the earlier of: 1. The business day that you pay to us all amounts owed, including the amount of the initial overdraft and any other Debit Items and fees that further overdraw the account; or 2. The expiration of 40 business days after the business day on which the account originally became overdrawn. CHANGES TO INSUFFICIENT FUNDS OR EXTENDED OVERDRAFT FEES If we change the amount of or manner of assessing our insufficient funds or extended overdraft fees or implement any new fees in connection with overdrafts, we will send a notice explaining this change to you. * This notice applies only to Commercial Checking, M&T Business Interest Checking, Non-Profit Checking, M&T Advanced Business Checking, M&T Free Business Checking, M&T Medical Services Checking, M&T Professional Services Checking, Business FlexChecking, Business ProChecking, Business Sweep Checking I, and Business Sweep Checking II. ** NOTE: If you have an Overdraft Arrangement with us that fully covers the amount of any Debit Item posted against insufficient available funds, the Debit Item will be paid, the account will not be treated as overdrawn and the insufficient funds and extended overdraft fees and negative available balance charges will not be assessed. However, you must pay any charges related to using that Overdraft Arrangement. *** Insufficient funds (NSF) fees and negative available balance charges are described in the fee schedule and Specific Features and Terms for your account, respectively. 12 BT

13 AVAILABILITY DISCLOSURE FOR COMMERCIAL DEPOSIT ACCOUNTS Funds deposited in a commercial account at a branch of M&T Bank become available for withdrawal according to the following schedule. Prior to the availability date, funds deposited are unavailable for withdrawal in the form of cash or for payment of checks, except for instances marked by an asterisk below. DETERMINING THE AVAILABILITY OF A DEPOSIT The period preceding availability is counted in business days from the day of deposit. Every day is considered a business day except for Saturdays, Sundays, and federal holidays. A deposit is considered received, however, only on a business day on which we are open and the deposit is made before 2:30 p.m. (12:00 p.m. if the deposit is made at a proprietary automated teller machine, 2:00 p.m. if the deposit is made in the Southern New York Region, or 3:00 p.m. if the deposit in made in the Albany or Syracuse Regions). Otherwise, the deposit is considered to be made on the next business day on which we are open. The availability schedule depends on the type of deposit, as explained below. SAME-DAY AVAILABILITY Funds from the following deposits are available on the same business day as the day we receive the transfer or deposit: Cash. Wire transfers via Fedwire or CHIPS. ACH credit entries in which a party initiates a transfer of funds from its account to your account, including electronic direct deposits such as payroll and Social Security payments; however, funds received for deposit by means of an international ACH transaction (IAT) may not be made available until certain monitoring and review procedures are completed and, therefore, may not be made available on the same business day as we receive the transaction. NEXT-DAY AVAILABILITY Funds from the following deposits are available on the first business day after the day of your deposit: Checks drawn on M&T Bank.* U.S. Treasury checks that are payable to your company. Traveler s checks. Federal Reserve Bank checks, Federal Home Loan Bank checks and postal money orders, if these items are payable to your company (except that we provide same day availability for these items if we are able to process them by 3 p.m.). Checks with routing and transit numbers starting with: If the item is payable to your company, and you make the deposit in person to one of our employees, using a special deposit slip available from the customer service representatives at our branch offices, funds from the following deposits are also available on the first business day after the day of your deposit: Checks drawn by the state or by a unit of the local government in the state in which the deposit is made. Cashier s, certified or teller s checks. *Funds from deposits of checks drawn on M&T Bank, other than controlled disbursement checks, will be available on the same business day as the day we receive the deposit to pay checks and certain other items drawn on your account. (Funds from the deposit of controlled disbursement checks drawn on M&T Bank are available on the first business day after the day of your deposit to pay checks drawn on your account. A controlled disbursement check drawn on M&T Bank which is a check drawn on either a Corporate Checking Account or a Commercial Checking Account that has controlled disbursement services is distinguishable from other checks drawn on M&T Bank by its 9-digit routing number located at the bottom of the check. If the routing number on a check drawn on M&T Bank is , , , or , that check is a controlled disbursement check. Checks drawn on M&T Bank that have different routing numbers are not controlled disbursement checks.) OTHER CHECK DEPOSITS The first $250 from a day s deposits of other domestic checks is available on the first business day after the day of deposit. The remaining funds from that deposit are available on the second business day after the day of deposit. Canadian checks of less than $25,000 are generally available on the second business day after the day of deposit and Canadian checks of $25,000 or more are processed subject to collection. DEPOSITS AT AUTOMATED TELLER MACHINES An automated teller machine (ATM) is an electronic facility that either is used without the assistance of an operator or is used with the assistance of an operator such as a retail store clerk. An ATM we own or operate is called a proprietary ATM. An ATM we do not own or operate is called a non-proprietary ATM. PROPRIETARY ATM DEPOSITS Funds from deposits made at proprietary ATMs are available in accordance with the normal schedule set forth above. NON-PROPRIETARY ATM DEPOSITS Deposits to your account are not permitted to be made at non-proprietary ATMs. EXCEPTIONS Availability of funds from check deposits may be delayed under the following circumstances: If M&T doubts that a particular check will be paid; for instance, if the check has previously been returned unpaid; or the check bears multiple endorsements. If deposits of checks and other items total more than $5,000 on any one day. If your account has been overdrawn repeatedly in the last six months and the overdrafts were not paid with funds that were lent under a line of credit account or made available from another deposit account you have with us that is linked to your account as part of an overdraft arrangement. If there is an emergency, such as failure of communications or computer equipment. M&T will notify you if such an exception hold applies to a check deposited in your account. The notice will explain when the funds will be available. They will generally be available no later than the fourth day after the day on which they would otherwise have been available. HOLDS ON OTHER FUNDS (CHECK CASHING; OTHER ACCOUNTS) If M&T cashes a check which is drawn on another bank, or makes funds from such a check available to you immediately upon deposit, a hold for a corresponding amount may be placed on available funds on deposit in one of your M&T accounts. The hold will be released on the business day on which the funds would have become available according to the schedule set forth above. 13 BT

14 SPECIAL RULES FOR NEW ACCOUNTS If your company is a new customer for M&T, the following special rules will apply during the first 30 days your account is open: Funds from wire transfers via Fedwire or CHIPS and ACH credit entries to your account will be available on the same business day on which M&T receives the transfer with complete instructions. Funds from deposits of cash, checks drawn on M&T Bank and the first $5,000 of a day s total deposits of checks drawn by the state or by a unit of the local government in the state in which the deposit is made, cashier s, certified, teller s, traveler s and federal government checks will be available on the first business day after the day of deposit if the deposit meets certain conditions. For example, the checks must be payable to your company and may require a special deposit slip. The excess over $5,000 will be available on the seventh business day after the day of deposit. Funds from all other check deposits will be available on the fourth business day after the day on which they would otherwise have become available. To determine availability under the detailed schedule, refer to the first four digits of the routing number on the check. The routing number appears as the first group of encoded numbers at the lower left-hand corner of a personal check. On a business check, the routing number appears as the second group of encoded numbers. Some checks are marked payable through and have a four- or nine-digit number nearby. For these checks, use the four-digit number (or the first four digits of the nine-digit number), not the routing number at the bottom of the check, to determine availability. For example, for a credit union share draft marked payable through use the four-digit number (or the first four digits of the nine-digit number) following the name and location of the credit union on which the share draft is drawn. LOCKBOX CUSTOMERS For customers with lockbox services, funds availability remains unchanged from what it was for your account with lockbox services before conversion. OTHER EXCEPTIONS This availability schedule does not affect M&T s right to refuse to accept an item for deposit or M&T s right to charge your company s account or otherwise obtain a refund from you for any item that is not fully paid, regardless of the reason for nonpayment. INSUFFICIENT FUNDS FEES ASSESSED BASED ON BALANCE AVAILABLE FOR WITHDRAWAL Subject to and in accordance with the fee schedule applicable to your checking or savings account, we will charge an insufficient funds fee when you make or attempt to make a transaction but you do not have sufficient available funds to pay for the transaction. Funds subject to hold or otherwise encumbered for any reason are not available for withdrawal or payment, including funds pledged as collateral for indebtedness, subject to legal process (e.g., tax levy or restraint), held to pay for a transaction made using a debit card, or held to make a preauthorized payment on a line of credit or web bill payment. 14 BT

15 ELECTRONIC BANKING AGREEMENT FOR BUSINESSES (M&T CHECK CARD FOR BUSINESS OR M&T ATM CARD FOR BUSINESS) MEANING OF SOME TERMS In this agreement (1) we, us, our and ours mean Manufacturers and Traders Trust Company, One M&T Plaza, Buffalo, New York 14203; (2) M&T Bank, N.A. means our affiliate, M&T Bank, National Associa tion, 48 Main Street, Oakfield, New York 14125; (3) you and your mean the sole proprietor or business entity issued one or more M&T ATM Cards for Business and/or M&T Check Cards for Business pursuant to an application for same made to us by such sole proprietor or business entity; (4) your card means each M&T ATM Card for Business and each M&T Check Card for Business (a Visa debit card) tied to a comm ercial deposit account with us that we have issued to someone who has been authorized by you to use the card, and any Virtual Card that we have issued to someone who has been authorized by you to use the Virtual Card; (5) our VRU means the M&T Business Tele phone Banking Center auto mated voice response unit; (6) access device means your card, or for certain purposes, such as accessing our VRU to initiate electronic transfers, or for purposes of accessing or activating our E-Banking Services, your Virtual Card or the card number for your card; (7) your PIN means the secret personal identi fication number assigned to an authorized user of your card; (8) your Checking Account means any commercial checking account (including a NOW account if you are a sole proprietor or a notfor-profit org anization that maintains such an account) with us to which your card is linked; (9) your Savings Account means any commercial savings account with us to which your card is linked; (10) your Line of Credit Account means any commercial line of credit account with us to which your card and your Checking Account or your Savings Account are tied; (11) your Virtual Card means the multi-digit number issued to you that can be used alone or in conjunction with other information (such as a PIN) to identify you for purposes of accessing our VRU or enrolling in certain of our services; and (12) E-Banking Services means electronic banking services not provided at electronic facilities covered by this agreement which we may make available to you from time to time via the Internet or other electronic medium, including, without limitation, M&T Web Banking for Busi ness. Except as set forth herein, the terms and conditions of such E-Banking Services are not covered by this agreement. INTRODUCTION TO ELECTRONIC BANKING SERVICES We offer a variety of services that allows you and your authorized employees, agents and representatives to access certain of your commercial deposit accounts with us and/or your commercial credit accounts with us or with our affiliate, M&T Bank, N.A., by what is called an electronic fund transfer ( EFT ). For purposes of this agreement, an EFT is a transfer of funds from or to a commercial deposit account you maintain with us or a commercial credit account you maintain with us or with M&T Bank, N.A. through use of your access device at electronic facilities covered by this agreement. This agreement describes the EFT and other services available to you through use of your access device and sets forth the terms and conditions applicable to your use of all such services, including, among other things, your and our respective rights and liabilities that arise from such use. By using your access device or PIN or authorizing someone else to use either, you agree to be bound by all terms and conditions of this agreement, and with regard to E-Banking Services, you agree to be bound by all of the terms and conditions of the applicable E-Banking Services agreement. AUTHENTICATION You acknowledge that: use of an access device and, where required, corresponding PIN (i) is the equi valent of the signature of the authorized user of the access device, (ii) authenticates and validates the directions given at any electronic facility covered by this agreement or the directions given in connection with any E-Banking Services as the directions of an authorized user of the access device to the same extent as the actual signature and proof of identity of such authorized user of the access device and (iii) identifies the party using the access device and, where required, corresponding PIN as the authorized user of the access device, or as someone who has been delegated the rights of an authorized user, with the power and authority to enter into contracts on your behalf including entering into contracts over the Internet or other electronic medium, and to transact business and bind you as set forth herein or in any applicable E-Banking Services agreement. You further acknowledge that the use of the PIN in conjunction with the access device is a commercially reasonable security procedure for use in authenticating transactions or enrolling in E-Banking Services. ISSUANCE OF CARDS AND PINS We will deliver to you the number of cards that you request in writing. A separate card will be issued to each person authorized by you to use your card. You must furnish us with the full name of each person whom you authorize to use your card. Each of your cards will be imprinted with your name and the name of the employee, agent or other representative authorized to use such card. Each authorized user of your card must sign his or her name on the reverse side of the card issued to such authorized user. A separate PIN will be assigned to each card and told to the authorized user of such card, or, each authorized user, if he or she prefers, can choose his or her own PIN. ELECTRONIC FACILITIES COVERED BY THIS AGREEMENT Electronic facilities covered by this agreement are our own automated teller machines (ATMs), electronic facilities owned or operated by any of our affiliates, our VRU, ATMs and point-of-sale terminals in networks of shared electronic facilities in which we directly or indirectly participate (for example, the PLUS, STAR or Visa network) and any means of electronic communication through which you may communicate instructions to make transfers to or from your account using your access device (e.g., telephone or Internet). USE OF YOUR ACCESS DEVICE The type of transactions that a user of your access device will be permitted to perform and where they can be performed depends on whether your card is an M&T ATM Card for Business or an M&T Check Card for Business or an M&T Virtual Card, and, if your card is an M&T ATM Card for Business, whether you choose the Balance Inquiry option or the All Activity option for the authorized user of your card. The M&T Check Card for Business and the All Activity option for the M&T ATM Card for Business are available to an authorized user of your card only if such person is also an authorized signer on each deposit account and credit account linked to your card. A. M&T ATM CARD FOR BUSINESS 1. Balance Inquiry Option. If you elect this option for an authorized user of your card, such authorized user will be able to (a) make a deposit in your Checking Account or your Savings Account, (b) make a deposit in a comm ercial deposit account of yours with us other than your Checking Account and Savings Account, (c) find out the balance of your Checking Account, your Savings Account or your Line of Credit Account, (d) pay an amount owing under an account with us or someone else for whom we collect payments, and (e) find out the amount of credit available under your Line of Credit Account. 2. All Activity Option. If you elect this option for an auth orized user of your card, such authorized user will be able to (a) make a withdrawal of cash from your Checking Account or your Savings Account, (b) make a deposit in your Checking Account or your Savings Account, (c) make a transfer to an account linked to your card, (d) make a transfer from an account linked to your card to another account that you or someone else has with us or with another bank, (e) make a withdrawal from your Checking Account or your Savings Account to pay for the purchase or lease of goods or services at retail establishments that have point-of-sale terminals in networks of shared electronic facilities in which we participate, (f) arrange for transfers from your Checking Account or your Savings Account to pay bills for services provided by companies authorized to process bill payment trans actions through STAR, Visa or other networks in which we parti cipate, (g) make a deposit in a commercial deposit account of yours with us other than your Checking Account and your Savings Account, (h) find out the balance of your Checking Account, your Savings Account or your Line of Credit Account, (i) pay an amount owing under an account with us or someone else for whom we collect payments, (j) cash a check, (k) find out the amount of credit available under your Line of Credit Account, and (l) obtain credit under your Line of Credit Account to borrow money in cash. B. M&T CHECK CARD FOR BUSINESS An authorized user of your M&T Check Card for Business will be able to perform all of the transactions listed in the paragraph of this agreement entitled All Activity Option. In addition, the auth orized user will be able to make a transfer from your Checking Account to pay for the purchase or lease of goods or services at any merchant that honors Visa debit cards without the use of an elec tronic facility. 15 BT

16 Please note, whether your card is an M&T ATM Card for Business or an M&T Check Card for Business, not all types of transactions that an authorized user of your access device is permitted to perform can be performed at all electronic facilities at which your access device may be used. For example, there may be restrictions on the types of transactions that can be made with your card at certain of our ATMs or at any other ATM or point-of-sale terminal at which your card may be used. Also, telephone transactions made with your access device using our VRU are limited to transfers between your Checking Account and your Savings Account as well as between those accounts and your Line of Credit Account. C. VIRTUAL CARD The Virtual Card can only be used to access our VRU and to enroll in and access certain services at our E-Banking Service, M&T Web Banking for Business. TRANSACTION LIMITATIONS 1. During any day, the total transactions in which your access device is used at an ATM to obtain cash, whether the cash is obtained through a withdrawal from your Check ing Account or your Savings Account or through another transaction (for example, a transaction in which a check is cashed or credit is obtained under your Line of Credit Account to borrow money in cash) cannot exceed (i) 9 in number (15 if your card is an M&T Check Card for Business) or (ii) $500 in amount ($1,000 if your card is an M&T Check Card for Business). We may, but we do not have to, from time to time allow trans actions that exceed these limits. 2. During any day, the total transactions in which your access device is used to access your Checking Account or your Savings Account to (a) pay for a purchase of goods or services, (b) pay bills for services provided by companies authorized to process bill payment transactions through STAR, Visa or other networks in which we participate or (c) perform a cash advance through Visa, cannot exceed (i) 9 in number (20 if your card is an M&T Check Card for Business) or (ii) $500 in amount ($7,500 if your card is an M&T Check Card for Business). We may, but we do not have to, from time to time allow transactions that exceed these limits. 3. Deposits in or transfers to your Checking Account or your Savings Account at some shared electronic facilities may be limited by the operators of those facilities or by the networks in which they participate. 4. No coins may be deposited and no more than 25 items may be deposited at any one time in a deposit envelope at any electronic facility covered by this agreement at which deposits may be made. 5. If you have multiple accounts of the same type linked to your card (i.e., multiple checking accounts), some locations at which you can use your access device may not offer the ability to select which of those accounts you wish to use to effect your transaction, and some locations may offer the ability to select some, but not all, of those accounts. When no such choice is offered, the transaction will be processed in connection with your primary account, as designated by you and reflected in our records. 6. During any calendar month, no more than 6 withdrawals can be made from your Savings Account by a check, by a preauthorized, automatic or telephonic transfer to another deposit account with us or to a third party (including a transfer made via the Internet using E-Banking Services) or by a transfer to a third party made using your access device (for example, a transfer to pay the purchase price of goods or services). Other limitations on the use of your access device can be imposed. For purposes of any limitation on the use of your access device, a day does not necessarily have to begin at midnight. For reasons of security, we are not describing exactly when the day begins for purposes of any limitation on the use of your access device. For your security, we may, but will not have to, restrict access to your accounts if we notice excessive use of your access device that we believe to be suspicious. However, we do not have any obligation to watch for or find any excessive or suspicious use or notify you of any activities that we may suspect to be unauthorized. FOREIGN TRANSACTIONS If your access device is used to conduct a transaction in a foreign country, the transaction may be in a foreign currency. For purchases made through the Visa network with your M&T Check Card for Business, Visa will convert the purchase price into a U.S. dollar amount. The conversion rate will be (a) a rate selected by Visa from the range of rates available in wholesale currency markets on the date (based on Greenwich Mean Time) Visa receives the transaction for processing, which rate may vary from the rate Visa itself receives, or (b) the governmentmandated rate in effect for the date (based on Greenwich Mean Time) on which Visa receives the transaction for processing. For other transactions, we will post the transaction in U.S. dollars based on the currency exchange rate in effect on the day we settle for the transaction. The currency exchange rate may be different on that day than on the day of the transaction. Also, there may be special currency exchange charges, which you agree to pay. We have no control over the exchange rate or the date or place of exchange or the amount of any special currency exchange charges. MERCHANT TRANSACTIONS If your access device is used to pay for goods or services and/or to obtain cash back from a merchant or service provider, you shall be requesting us to withdraw funds in the amount of such payment (including any cash received from the merchant or service provider) from your Checking Account or your Savings Account and directing us to pay such funds to the merchant or service provider. We will have no liability if a merchant or service provider refuses to honor your access device. We are not responsible for any injury to you or to anyone else caused by any goods or services purchased or leased with your access device. You are responsible for resolving all disputes concerning the purchase or lease of goods or services with the merchant or service provider who accepted your access device. We are not subject to any claim or defense you may have regarding any dispute with any merchant or service provider involving a transaction conducted with the use of your access device. TELEPHONE TRANSACTIONS With the M&T Check Card for Business, the Virtual Card or with an M&T ATM Card for Business that is issued with the All Activity option, your access device may be used to make transfers of funds by telephone through access to our VRU between accounts linked to your card. To initiate a transfer of funds through our VRU, you must use a touchtone telephone and have available your access device and any other information we may require to establish the identification of the authorized user of your access device. You are responsible for the accuracy and completeness of all information and directions supplied to us in connection with a transaction made using our VRU. For your protection and ours, you agree that we may, but we do not have to, record your instructions for EFTs made using our VRU. TIME OF INFORMATION When your access device is used at any electronic facility covered by this agreement to find out the balance of your Checking Account or your Savings Account or the amount of credit available under your Line of Credit Account, the information will generally, but not necessarily, be as of a time no earlier than the start of our most recent business day beginning before the inquiry is made. OBLIGATIONS WITH RESPECT TO ACCESS DEVICES AND PINS You agree to safeguard your access device(s) and PIN(s) issued to authorized access device users pursuant to this agreement and to cause each person you authorize to use or to whom you give your access device and/or corresponding PIN to safeguard your access device and/or corresponding PIN by adopting security measures to prevent any unauthorized person from obtaining possession of your access device and/or corresponding PIN, and by taking all reasonable precautions, including, but not limited to: (i) not keeping your access device and corresponding PIN in the same place; (ii) not writing the PIN on your card or on any document carried along with your card or in the area of your PC that may be used to engage in E-Banking Services; (iii) memorizing the PIN and destroying or keeping under lock and key any paper on which the PIN is written; and (iv) not disclosing any PIN to anyone except any person to whom your access device to which the PIN applies is given or such person that you have authorized to gain access to, or enroll in, E-Banking Services. If any person for whom you have requested a card ceases to have your permission to use your card, whether because of termination of employment or otherwise, you must return that card to us or request that we deactivate the card and PIN immediately. You must do this even if the person to whom your card is issued is an authorized signer on any deposit account or credit account linked to your card and at your request, we have noted in our records that such person s signature authority over any such account has been terminated. If an authorized user of your M&T Check Card for Business, your M&T ATM Card for Business issued with the All Activity option or your Virtual Card ceases to be an authorized signer on any deposit account or credit account linked to your card, you agree that we may, but shall have no obligation to, de activate such person s card. Deacti vation of the card and the PIN shall not void or otherwise repudiate any agreement we may have entered into with you for E-Banking Services in reliance on the PIN and access device prior to the date of such deactivation unless you separately request that we terminate such E-Banking Services in accordance with the terms of the respective E-Banking Services agreement. If any card or PIN associated with your card is or is believed by you to be lost, stolen or in the possession of any un - authorized person, or if you believe that any transaction involving your Checking Account or your Savings Account or an E-Banking Service may have been or may be made using your access device or the correspond ing PIN without your authorization, or if you suspect there has been any compromise of any security measures adopted to prevent unauthorized use of your access device or the corresponding PIN, you must immediately notify us of that fact and we will de activate the card and the corresponding PIN. You must notify us by telephoning , or by writing to Manu facturers and Traders Trust Company, P.O. Box 767, Buffalo, New York , Attention: M&T Business 16 BT

17 Tele phone Banking Center. Please note that any notice transmitted to us at any address other than the address indicated in this section, including but not limited to any address or web site, will not constitute valid notice. LIABILITY FOR UNAUTHORIZED USE 1. General Rule. Except as otherwise provided in paragraphs 2 and 3 of this section, you shall be fully responsible for any transactions made by use of your access device to the extent provided in this paragraph. You agree to immediately reimburse us for any loss, claim or damage that we sustain as a result of the use of any access device issued at your request. We shall have no liability for any loss, claim or damage that you sustain as a result of the use of your access device. This is true even if your access device is lost, stolen or obtained or retained by a person not authorized by you to use your access device or access your accounts with us, unless such unauthorized use or access occurs after you have asked us, pursuant to notice given in the manner required in the section of this agreement entitled Obligations With Respect to Access Devices and PINs, to deactivate your access device and we have had a reasonable time to act on your request. 2. Visa Zero Liability Policy. If your card is an M&T Check Card for Business, you will not have to bear the loss of money taken from your Checking Account or your Savings Account in any unauthorized transaction or series of related unauthorized transactions made using your access device if we are required to bear the loss for such transaction(s) under Visa s Zero Liability Policy. A transaction made with your access device by a co-owner of your business, a person you have authorized to use your access device or someone who has been authorized by such person to use your access device, or other person who has an interest in, or authority to transact on, your Checking Account, your Savings Account or your Line of Credit Account (including any transaction by any such person that exceeds the authority given by you) shall not be considered an unauthorized transaction for purposes of Visa s Zero Liability Policy. Also, electronic fund transfers made to or from your Checking Account, your Savings Account or your Line of Credit Account using your access device at an ATM, in a transaction initiated through our VRU, or in any other transaction which is processed through a network other than the Visa network are not covered by Visa s Zero Liability Policy, and are subject to the rules on liability stated in paragraphs 1 or 3 of this section, as applicable. Moreover, if we determine that an unauthorized transaction claimed by you was the result of any fraud or gross negligence on your part or on the part of any of your employees, agents or representatives, or if you fail to report unauthorized transactions within 60 days after the date we send, deliver or otherwise make available to you your account statement on which the unauthorized transaction first appears, your liability for the loss resulting from such unauthorized transaction and any related unauthorized transactions will not be limited by Visa s Zero Liability Policy and you may have to bear as much as the full amount of the loss. If you notify us that a transaction made using your access device was unauthorized and we are unable to complete our investigation of your claim within 5 business days after we receive such notice, we will then provisionally recredit your Checking Account or your Savings Account for the amount of the transaction if the unauthorized transaction may be covered under Visa s Zero Liability Policy; provided, however, we may require your written confirmation of the unauthorized transaction prior to providing you with provisional credit. If, after the completion of our investigation of your claim, we have determined that Visa s Zero Liability Policy does not apply to your claim, we may charge back to and withdraw from your Checking Account or your Savings Account the amount of any provisional credit that we previously provided to you. We may do this even if we have previously advised you that we have approved your claim. We shall not be liable to you if, as a result of any such chargeback and withdrawal, we are unable or refuse to pay, because of insufficient available funds in your Checking Account or your Savings Account, any transactions on such account (such as a check or other debit) that you have authorized and that are presented to or are received by us for payment. We may also withhold or delay provisional credit if we determine that particular circumstances or your account history warrants our doing so. 3. Nine or Fewer Cards. In cases where we have issued 9 or fewer cards to your employees who are authorized users of your access device, your liability for any unauthorized transaction by the use of your access device to access your Line of Credit Account (other than a transaction in which credit is extended pursuant to an overdraft financing agreement with us or with M&T Bank, N.A. that permits you to withdraw funds from your Checking Account in excess of the balance available for withdrawal from such account) will not exceed $ Also, you will have no liability for an unauthorized transaction of such kind if the transaction occurs after notification to us at the address or telephone number indicated in the section of this agreement entitled Obligations With Respect to Access Devices and PINs. If we have issued 10 or more cards to your employees, your liability for unauthorized transactions effected by use of your access device is as stated in paragraphs 1 and 2 of this section of the agreement, regardless of the nature of the transaction. DOCUMENTATION 1. Receipts. A receipt will be issued with respect to each completed EFT transaction made using your access device at each electronic facility covered by this agreement (other than an EFT transaction made through use of our VRU or E-Banking Services), or, if your card is an M&T Check Card for Business, at any merchant or financial institution that honors Visa debit cards without the use of an electronic facility. However, all transactions are subject to verification. If there is a conflict between any receipt and our records concerning a transaction, our records will control. 2. Statements. You will receive a monthly statement for your Checking Account and your Savings Account. We will not provide separate statements for each of your cards, if more than one card has been issued at your request. Each statement for your Checking Account or your Savings Account will show all transactions credited to or charged against the account during the period covered by the statement. 3. Review of Documentation. You agree to review your statements as soon as you get them. If a receipt or monthly statement shows a transaction made by using your access device that you believe to be unauthorized or in error, you should notify us promptly by calling the M&T Business Telephone Banking Center at the telephone number indicated in the section of this agreement entitled Obligations With Respect to Access Devices and PINs, or by writing to us at the address indicated in the same section. CUSTOMER REPRESENTATIONS AND WARRANTIES You make the following representations and warranties: 1. If you are not a sole proprietor, you are a legally organized and validly existing business entity in good standing under the laws of your state of organization, and the execution, delivery or performance of this agreement have been validly authorized by you pursuant to resolutions duly adopted or other actions duly taken by you. 2. Each of your accounts to which your card now is or in the future may be linked will be used exclusively for business purposes and not for personal, family or household purposes. 3. Each transaction effected through use of your access device shall be for business purposes only and not for personal, family or household purposes. 4. All information furnished by you or on your behalf in connection with your card application and this agreement has been and will continue to be true and complete. You agree that we can continue to rely on the representations stated above until all of your cards now or hereafter issued pursuant to this agreement are returned to us or until this agreement is terminated. If any representation becomes un true, you agree to tell us immediately. CREDITING AND CHARGING We do not have to credit or charge any account in connection with any transaction made using your access device until the end of our first banking day following our banking day on which the transaction is made. Also, we do not have to credit or charge any account in connection with the trans action until we have verified that any cash or check or other document that was to be inserted in the electronic facility in connection with the transaction was inserted. We can charge your Checking Account or your Savings Account in any order convenient to us for withdrawals and transfers from it regardless of the ways the withdrawals and transfers are made. OBTAINING MORE MONEY THAN IS IN YOUR ACCOUNT If any amount of money involved in any transaction made using your access device is to be withdrawn from your Checking Account or your Savings Account but exceeds the balance available for withdrawal from the account, you must, unless the account is your Checking Account and the excess either is lent under your Line of Credit Account, or is made available from another deposit account you have with us as part of an overdraft arrangement, immediately pay us the excess and any charge we impose for making the excess available and not use or allow the use of your access device until we have been paid the excess and the charge. If we hire an attorney to collect any of the excess or any of the charge, you must pay us the attorney s fee and all legal expenses we pay in connection with the collection. FEES You must pay each fee imposed by us or by M&T Bank, N.A. for any transaction made using your access device. For purposes of imposing fees for transactions (1) a deposit combined with a withdrawal of part of the deposit to get cash back is considered to be a single transaction, (2) the fee for cashing a check will be charged either to your Checking Account or to your Savings Account, depending on which account is selected at the time the check is cashed, and (3) the fee for a transfer from an account linked to your card to another account will be charged to the account from which funds are transferred. All fees charged to you for the services provided to you under this agreement shall be in accordance with our fee schedule. 17 BT

18 ERROR DETECTION Notwithstanding any security procedure we may from time to time utilize for detecting errors in trans actions covered by this agreement, you agree that we shall have no responsibility to discover or report to you any such errors, and we shall not be liable either for the failure to have such a security procedure, or, if we have such a security procedure, for the failure of such security procedure to detect such errors, regardless of the manner in which we apply such security procedure. BUSINESS DAYS Our business days are Monday through Friday, excluding federal holidays. LIMITATION OF LIABILITY 1. In performing under this agreement, we shall not be liable for any damages you may suffer or incur as a result of our failure to complete on time or in the correct amount any transaction initiated by you at an electronic facility covered by this agreement or on account of any other acts or omissions on our part except where we have failed to act in good faith. Without limiting the foregoing, we shall not be liable for errors or delays with respect to any transaction initiated by you at an electronic facility covered by this agreement in cases where (i) the transaction is for the purpose of making a withdrawal or transfer from your Checking Account or your Savings Account and through no fault of ours the amount of the withdrawal or transfer exceeds the funds then available for withdrawal from the account plus, if the account is your Checking Account and it is tied to your Line of Credit Account, the amount of credit then available under your Line of Credit Account, as applicable, (ii) the transaction is for the purpose of making a withdrawal or transfer from your Checking Account or your Savings Account and money in the account is pledged as collateral for a loan, subject to an administrative hold, subject to a court order restricting its removal from the account or is the subject of a dispute, (iii) the transaction is for the purpose of making a withdrawal from your Checking Account or your Savings Account at an electronic facility, and the electronic facility is out of cash or is not dispensing in a single transaction as much cash as is sought in the transaction, (iv) an occurrence beyond our control (such as a fire or flood) prevents us from properly completing the transaction, (v) the transaction is to take place at an electronic facility and we are prevented from completing the transaction because the electronic facility is not working properly, (vi) we in good faith believe that the transaction is being conducted without your authorization (for example, because your card or any PIN assigned to any authorized user of your card has been reported lost or stolen), (vii) our failure to complete the transaction properly is justified by any provision of this agreement or by any provision of any other agreement between you and us concerning your Checking Account, your Savings Account or your Line of Credit Account, or by applicable law, or (viii) the right to use your access device has been canceled. 2. In no event will we be liable for special, incidental or consequential damages. TERMINATION We reserve the right, at any time, without prior notice to you, to terminate any or all of the services provided by us under this agreement. Also, at any time, for any reason, without notifying you that we are going to do so, we may cancel the right to use your access device or the right of any person or persons authorized to use your access device to continue using it. A termination of any service we provide under this agreement or the cancellation of your access device will take effect immediately unless we decide to have it take effect later. When you learn of the cancellation of your access device, you must stop using it and cut your card in half and return it to us. A cancellation of your access device will not affect any of your obligations under this agreement. YOUR CARD IS OUR PROPERTY Your card is and will remain our property and must be returned to us if we request you to do so. We or anyone acting for us can keep your card if it is used after the right to use it has been canceled or after we have requested you to return it to us. For example, if after the right to use your card has been canceled, it is used at any electronic facility covered by this agreement, it might not be returned. AMENDMENT We may change the terms of this agreement by giving you written notice at least 10 business days prior to the effective date of the change, provided, however, if the change does not adversely affect you or is made for security purposes, we can implement it without giving you prior notice, and, further provided if the change involves the imposition of a new fee or the increase of an existing fee for any service we provide in connection with the transactions covered by this agreement, we can implement the change, without sending you a prior written notice, if we post a notice of the new fee or the increase in the existing fee at the branch office where your Checking Account or your Savings Account is maintained at least 10 business days prior to the date that the new fee or increase in the existing fee is scheduled to take effect. NOTICES AND CHANGES OF ADDRESS Any notice we send you concerning this agreement or your access device will be sent to your current mailing address shown in our records concerning this agreement, or in the absence of any such address, to the most recent address shown in our records concerning your Checking Account or your Savings Account. We can send any notice to you by regular mail. If your mailing address changes, you must promptly notify us of the new address in writing, in person or by telephone (if we agree to accept telephonic notification). You agree that we may, but are not required to, accept and rely upon any such telephonic notification of address change. Any other notice you give us concerning this agreement or your access device must be in writing unless applicable law provides that it can be given orally. CHANGES No change in this agreement can be made except in a writing signed by us. To the extent required by applicable law, we will send or deliver a notice of the change and its effective date to you. NO NOTICE OR LOSS OF RIGHTS We can exercise, give up, fail to exercise or delay exercising any of our rights with respect to you or your access device without notifying you. By exercising, failing to exercise or delaying the exercise of any of the rights, we will not lose it or any other of the rights. By giving up any of the rights on any occasion, we will not lose it or any other of the rights on any other occasion. GIVING UP OF RIGHTS None of the rights with respect to you or your access device can be given up by us except in a writing signed by us. NO TRANSFER OF RIGHTS You cannot transfer any of your rights under this agreement to anyone else. Any attempted transfer will be void. EVIDENCE You agree that in any legal proceeding involving this agreement or your access device or any transaction effected by use of your access device, any copy of this agreement kept by us in the regular course of our business may be admitted into evidence as an original of this agreement. APPLICABLE LAW; CONFLICTS Any legal question concerning this agreement, your access device or any transaction effected by use of your access device will be decided in accordance with (1) the law of the state or other jurisdiction in which the account which is debited in the transaction is domiciled; and (2) to the extent applicable, federal law. In the event of any conflict between the provisions of this agreement and any applicable law, the law will control and this agreement shall be deemed modified to the extent necessary to comply with such law. CONTINUED EFFECTIVENESS If any part of this agreement is determined by a court to be invalid, the remaining provisions of the agreement will stay in effect. 18 BT

19 ENTIRE AGREEMENT Except for any agreement between you and us concerning your Checking Account, your Savings Account, your Line of Credit Account or E-Banking Services, this agreement constitutes the final and complete agreement between you and us concerning your access device or the corresponding PIN and any transaction that may be effected by use thereof. In the event there shall be any inconsistency between the terms and provisions of this agreement and the terms and provisions of any other agreement described in the preceding sentence in regard to your card, your access device associated with your card or the corresponding PIN or any transaction effected by use thereof, the terms and provisions of the other agreement will be controlling. Any statement concerning your card, your access device associated with your card or the corresponding PIN or any transaction effected by use thereof made by any of our employees or anyone else is not part of this agreement. REASONABLE TIME TO ACT A reasonable time for us to act on any notice, order or other communication will extend until at least the close of business on the business day following the business day on which we received the notice, order or other communication in question. ATM SAFETY INFORMATION The activity at our ATM facilities covered by the New York State ATM Safety Act and many of our other ATM facilities is recorded by a surveillance camera or cameras. The following safety precautions should be employed while using an ATM facility: (1) If the ATM facility is located within the interior of a building and you use the ATM facility after regular banking hours (a) close the entry door completely upon entering or exiting and (b) do not permit any unknown person to enter; (2) before exiting an ATM facility, place any withdrawn cash securely upon your person; (3) be aware of your surroundings when you use an ATM facility, particularly during the hours of darkness; (4) be accompanied by another person when using an ATM facility during the hours of darkness; (5) refrain from displaying cash, place cash in a pocket as soon as a transaction is completed and count cash in the safety of a locked enclosure such as a car or home; (6) use another ATM facility or return at a later time if you notice anything suspicious; (7) cancel a transaction, place your access device in a pocket and leave if you notice anything suspicious when you are using an ATM; and (8) immediately report all crimes to the operator of the ATM and to local law enforcement officials. Complaints concerning security at our ATM facilities should be directed to the Security Department of Manufacturers and Traders Trust Company at (716) If the ATM facility is located in New York State, you may call the New York State Banking Department s ATM safety complaint line at (877) BANK-NYS. If the ATM facility is located in New York City, you may also notify the New York City Department of Consumer Affairs by dialing 311. If emergency assistance is needed due to criminal activity or medical emergency, call 911 at the nearest available public telephone. 19 BT

20 COMMERCIAL DEPOSIT ACCOUNT AGREEMENT Effective upon the date of conversion INTRODUCTION DEFINITIONS In this Agreement: 1. M&T, M&T Bank, the Bank, we, us, our and ours mean Manufacturers and Traders Trust Company, One M&T Plaza, Buffalo, New York Customer, you and your mean the sole proprietor, corporation, partnership, business-purpose unincorporated association, estate, trust, governmental or other entity or not-for-profit organization on behalf of which a Deposit Account Opening Request or signature card is or has been signed and delivered to M&T Bank or its predecessor in interest. 3. The Account means each deposit Account opened at M&T (a) in response to a Customer s Deposit Account Opening Request or signature card and (b) if by an individual, for business use and not for personal, family or household purposes. 4. Business Day means a day on which M&T is open for business, Monday through Friday, excluding federal holidays. 5. Item means all money, checks, drafts, bills of exchange, acceptances, notes and other written promises or orders for payment. 6. Debit Item means any Item, electronic funds transfer entry or other transmission or document by which a withdrawal, transfer or other transaction can be made or can be attempted to be made from your Account by any means (e.g., by check, in-person withdrawal, ATM withdrawal or other electronic means). 7. Negative Available Balance Fee refers to interest accrued each day by an outstanding negative Available Balance in an Account. 8. Term applies only to time deposits and means: a. The period beginning on the date of the opening deposit and ending on the first maturity date of the Account; or b. The period beginning on any maturity date of an automatically renewable Account and ending on the next maturity date. Additional definitions appear in the specific features and terms for respective Account types disclosed elsewhere in this section, as amended from time to time. GOVERNING DOCUMENTS The governing documents for each Account are this Agreement, the Deposit Account Opening Request or signature card for the Account, the applicable Availability Disclosure, M&T Bank s services fees schedules as amended from time to time, and the features and terms for the Account. These documents, as amended and supplemented from time to time, together with any other cash management services, Internet banking, automated clearing house ( ACH ), funds transfer, zero balance account and similar agreements with M&T, constitute the complete agreement concerning each Account (collectively, the Agreement ). Oral statements by an M&T employee or any other party are not part of this Agreement. KINDS OF COMMERCIAL ACCOUNTS This Agreement contains provisions concerning non-consumer: 1. Checking Accounts, which are non-interest-bearing; 2. Non-personal NOW Accounts, which are interest-bearing Accounts for which profit-making entities are not eligible; 3. Savings Accounts; and 4. Time Deposit Accounts. GENERAL TERMS AND CONDITIONS FOR COMMERCIAL DEPOSIT ACCOUNTS GENERAL USE OF ACCOUNTS The Customer agrees that it will use its Accounts in compliance with all applicable laws and for legal and legitimate purposes only. Without limiting the foregoing, Customer acknowledges that it is prohibited from using its Accounts (or any other account with M&T or its affiliates) to process restricted transactions (as defined in the Unlawful Internet Gambling Enforcement Act) or in any other way that violates that act or its regulations as may be amended at any time. DEPOSITS Any deposit can be made in person at any M&T banking office. After the first deposit, deposits can be made: 1. By mail; 2. By internal funds transfer, from certain M&T checking, NOW or statement savings Accounts, M&T trust or investment accounts, or M&T Securities, Inc. accounts; by transfer of interest from a time deposit; and by disbursement of commercial loan proceeds; 3. By funds transfer from other banks through payment systems and clearing houses for which proper arrangements have been made; 4. If the Customer has either an M&T ATM Card, M&T ATM Card for Business, M&T Check Card or M&T Check Card for Business tied to the Account, at any ATM which honors the card; or 5. By any other means permitted by M&T Bank, subject to such terms and conditions as M&T Bank, in its sole discretion, from time to time, may determine to be appropriate. M&T Bank may receive, collect and deposit in the Account all money, checks, drafts, bills of exchange, acceptances, notes and other written promises or orders for payment (collectively Items ) drawn, payable or endorsed to bearer or to or to the order of the Customer or otherwise tendered for deposit to the credit of the Customer. All such Items shall be deemed to have been unqualifiedly endorsed by the Customer. M&T Bank shall not be responsible for verifying the authenticity of or assuring the proper disposition of the proceeds of any Item, including, but not limited to, any Item drawn, payable or endorsed to cash, to bearer, to or to the order of any person signing, drawing, accepting or endorsing the Item or to or to the order of any officer, employee or other agent of the Customer and any Item tendered for deposit to the credit of, or in payment of any obligation of, any such person, officer, employee or other agent. In processing incoming wire transfers and ACH payments received for deposit to a Customer s Account, M&T Bank relies on account number information contained in the transmitted wire transfer or ACH payment instructions it receives, without reference to names. Accordingly, if M&T Bank receives a wire transfer or ACH payment with crediting instructions that do not contain the complete and correct Account number of a Customer who is the intended beneficiary (i.e., payee) of such wire transfer or ACH payment, the funds received by M&T Bank will not be processed for deposit to the Account of such Customer, notwithstanding that the Customer may be designated by name in the wire transfer or ACH payment instructions as the intended beneficiary of the funds transfer. Lockbox, Internet banking, night deposit, zero balance accounts, ACH, sweeps and similar special deposit services arrangements require separate agreements with M&T. 20 BT