EFFECTIVE JANUARY 1, All About Business Accounts & Services. Disclosure and Agreement

Transcription

1 EFFECTIVE JANUARY 1, 2015 All About Business Accounts & Services Disclosure and Agreement

2 COMMUNICATION WITH US When you need to: Report a lost or stolen ATM Card or Debit Card, compromised PIN, or Online Banking access code (call us immediately) Check account balance Check rate information Find out if a direct deposit has been made Report errors concerning Deposit Card, ATM Card, Debit Card, ACH or online transactions, or check conversion Stop payment on checks Cancel online bill payment Place a postdated check stop payment Cancel preauthorized electronic payment (ACH) Call Automated service: 24 hours 7 days a week Personal service: 7:00 a.m. 9:00 p.m., Monday Friday 8:00 a.m. 5:00 p.m., Saturday (Pacific Time), except federal holidays Write Union Bank PO Box 2327 Brea, CA Report a wire transfer error Report an error regarding an ACH transaction Contact your branch of account Direct Access wire customers may call :30 a.m. 5:00 p.m. (Pacific Time) Fax Union Bank Wire Services Division 1980 Saturn St. V Monterey Park, CA Telephone Banking When you need to: Call Use or ask questions about Telephone Banking Report errors concerning Telephone Banking transactions Reach Telephone Banking using a rotary phone Access TDD Telephone Banking for hearing-impaired customers Private Bank Client Service Priority Banking Client Services Japanese Customer Service Unit Investment Banking & Markets Foreign Exchange Automated service: 24 hours, 7 days a week Personal service: 7:00 a.m. 9:00 p.m., Monday Friday 8:00 a.m. 5:00 p.m., Saturday (Pacific Time), except federal holidays :00 a.m. 9:00 p.m., Monday Friday 8:00 a.m. 5:00 p.m., Saturday (Pacific Time), except federal holidays :00 a.m. 9:00 p.m., Monday Friday 8:00 a.m. 5:00 p.m., Saturday (Pacific Time), except federal holidays (from the U.S.) or (from Japan) 8:00 a.m. 5:00 p.m., Monday Friday (Pacific Time), except federal holidays :30 a.m. 4:00 p.m., Monday Friday (Pacific Time), except federal holidays

3 Any notice you are required to give us by law or by this Agreement, or other order or instruction you may give us, must be in writing and mailed or delivered to us at your office of account or any address we specify, unless prescribed otherwise in this Agreement. You agree that we shall be allowed a reasonable period of time to act upon any such notice, order, or instruction. TABLE OF CONTENTS INTRODUCTION...1 Business Accounts...1 DEFINITION OF CERTAIN TERMS...2 BUSINESS CHECKING ACCOUNTS...4 Business Basics Checking...4 Business Value Checking...5 Business Essentials Checking...5 Business Essentials Interest Checking...5 Business Extra Checking...6 Analyzed Business Checking...7 Analyzed Business Interest Checking...9 Interest on Lawyers Trust Account (IOLTA)...10 PRIORITY BANKING...11 FOREIGN CURRENCY DEMAND ACCOUNTS SAVINGS AND MONEY MARKET ACCOUNTS GENERAL INFORMATION SAVINGS ACCOUNTS...14 Business Savings...14 Business Preferred Savings SM...14 MONEY MARKET ACCOUNTS Business MoneyMarket Account Business High Rate MoneyMarket Account Business Premium MoneyMarket Account...16 INFORMATION RELATING TO CHECKING, SAVINGS, AND MONEY MARKET ACCOUNTS Order of Processing Checks and Other Items Account Statements Overdrafts...19 Stop Payments Postdated Checks Stale-Dated (Old) Checks Changing Account Types Check Orders and Bank-by-Mail Kits Substitute Checks Subaccounts TIME DEPOSIT ACCOUNTS Maturity Notice for Renewing Accounts Deposits and Withdrawals Time Deposit Promotional Rate Time Deposit Payment Bond Time Deposit... 29

4 Public Funds Time Deposit...30 Foreign Currency Time Deposit...30 FRAUD DETECTION, DETERRENCE, AND SAFEGUARDING YOUR ACCOUNT COMMERCIAL CASH SERVICES...34 Order and Delivery of Coin and Currency BSA/CTR/OFAC Compliance for Financial Institution Clients InstaTax Federal Tax Deposits State Tax Deposits Terms and Conditions ELECTRONIC BANKING SERVICES Business Days Deposit Card, ATM Card, and Debit Card Services Automatic Transfer Service...40 Telephone Banking...41 Electronic Funds Transfers Initiated by Third Parties Automated Clearing House (ACH) Services Preauthorized Transfers Limitation on Transfers...44 Documentation of Transfers...44 Lost or Stolen Card or Unauthorized Transaction In Case of Errors or Questions About Your Electronic Transfers Electronic Transaction Cancellations...46 Your Liability for Unauthorized Electronic Funds Transfers Our Liability for Electronic Banking Transactions WIRE TRANSFERS General...48 Incoming Wire Transfers...48 Outgoing Wire Transfers...48 Our Liability Concerning Wire Transfers...49 Your Responsibility Concerning Wire Transfers...49 SAFE DEPOSIT SERVICE...49 GENERAL BANKING INFORMATION...50 Account Ownership...50 Adjustments...50 Additions or Changes in Account Terms Authorized Signer/Contracting Officer Change of Personal or Business Information Check Cashing for Non-Customers Check Processing Cutoff Hour Check Quality Checks and Deposit Slips Changes to Banking Information Checks Payable to a Business or Trust Checks Sent for Collection Checks with Special Instructions...54 Claim of Loss...54 Closing an Account...54 Communicating with You Compliance with Applicable Law Conflicting Claims to Account Ownership or Control Credit Verification Customer Identification Death or Incompetence Deposits Endorsements English as the Primary Account Language Facsimile Signatures Deposit Insurance Funds Availability Governing Law...64 Inactive Accounts and Unclaimed Property Income Tax Reporting Withholding of Income Tax...66 International Transactions...66 Large Cash Withdrawals Legal Process Limitation on Time to Bring Action...68 Multiple Signatures...68 Night Depository Service Advance Notice of Withdrawals/Transfers Online Services Opening Additional Accounts Presentment of Items Pricing Regions Purchase of Monetary Instruments Record Search Telephone and Electronic Communication Monitoring or Recording Release of Information to Third Parties DISPUTE RESOLUTION Resolution of Claims by Arbitration Option to Arbitrate... 72

5 Claims Covered Claims Not Covered Arbitration Procedure Arbitration Costs Applicable Law; Severance Returned Items Returned Items Custom Service Returned Items Notification Right of Setoff Security Interests Services for Disabled Customers Severability Tax Reporting Third-Party Service Providers Transferring or Assigning Rights to Your Account Waivers INTRODUCTION Welcome to MUFG Union Bank, N.A. Your account is backed by the reputation and resources of one of the largest banks on the West Coast, as well as by coverage of the Federal Deposit Insurance Corporation (FDIC) to permissible limits. Most accounts may be accessed in person at a Union Bank branch location, through Online Banking or Telephone Banking, or by using your ATM Card or Union Bank Debit MasterCard BusinessCard ("Debit Card"). Not all accounts and services are offered at all times at every Union Bank branch for all ownership accounts or types. Some services require you to enroll or subscribe. This disclosure, applicable fee schedule, other related documents we may provide you, and any amendments contain the terms of our agreement ( Agreement ) with you. This Agreement supersedes all previous agreements related to its subject matter. Except as otherwise stated, this Agreement does not alter or amend the terms or conditions of any other agreement you have with us. Business Accounts Business accounts are those accounts used for other than personal, family, or household purposes. Business customers, including sole proprietors, may select one of our business accounts to meet their banking needs. Activity such as merchant bankcard settlements, frequent deposits of coin and currency, usage of couriers for delivering deposits, business-related activity, or any other activity that we determine to be unusual or excessive for a personal account are considered to be commercial in nature and must be processed through an appropriate business account. Why we must ask you for identification To help the government fight the funding of terrorism and money laundering activities, Federal law requires all financial institutions to obtain, verify, and record information that identifies each person who opens an account. What this means for you: When you open an account, we will ask for your name, address, date of birth, and other information that will allow us to identify you. We may also ask to see your driver s license or other identifying documents. We may also ask you to provide additional information or documents about the business or organization for the new account. 1

6 DEFINITION OF CERTAIN TERMS Annual Percentage Yield (APY) The total amount of interest paid on an account, based on the interest rate and the frequency of compounding, and unless otherwise noted, is for a 365-day year (366 days each leap year), and is expressed as a percentage. Annual Percentage Yield Earned (APYE) An annualized rate that reflects the relationship between the amounts of interest actually earned on your account during a statement period and the average daily ledger balance in the account for that period. Authorized Signer Authorized Signers on your account are those noted on the Bank Depositor Agreement (signature card) or as authorized by you in writing. An Authorized Signer may act alone in conducting withdrawal transactions and transfers from the account. Available Balance (or Available Funds) The amount of funds available in your account for withdrawal. The Available Balance may not include the amount of a pending transaction; funds on hold based on our Funds Availability Policy; funds held in connection with transactions identified in a notice of presentment or return; funds held in connection with an adverse claim, a dispute, a levy, or other legal process; and funds held because of a security agreement. This amount may be different from your Ledger Balance (the total collected and uncollected funds shown for your account in our records) or Collected Balance (the Ledger Balance minus the amount of your uncollected funds). Average Monthly (Ledger) Balance (Statement Average Ledger Balance) The amount calculated by adding the Ledger Balance in the account for each day of the statement period and dividing that figure by the number of days in the period. Combined Balance This applies to 1 or more accounts that you ve agreed to link to your primary checking account. The Combined Balance may be used to determine whether you will be assessed monthly account service charges. Combined Balance is determined by combining: The previous statement Average Monthly Ledger Balance in all Linked Accounts plus the current month statement Average Monthly Ledger Balance in your primary checking account; and if linked, The previous day's Ledger Balance in accounts for which a statement has not been generated (i.e., time deposit accounts). What accounts you can include in your Combined Balance: You can ask us to combine balances of up to 20 eligible checking, savings, money market, and time deposit accounts to arrive at your Combined Balance. Restrictions may apply. 2 Signature Banking SM and Priority Banking clients may include amounts held in IRAs, Portfolio Connection 1 and UnionBanc Investment Services 1 accounts, and some Union Bank business accounts (excludes analyzed accounts). What you can t include in your Combined Balance: You cannot link accounts to more than 1 checking account for Combined Balance purposes. Daily Minimum Balance The lowest Ledger Balance in the account for any day of the monthly period. Business Days Monday through Friday, excluding federal holidays, even though we may be open on a Saturday or Sunday. Time refers to Pacific Standard Time. Combined Transactions Includes each debit or paid Item, each credit or deposit, and each Item deposited (excluding checks deposited through Remote Deposit Service). Bank transactions, such as fees or adjustments, are excluded. Contracting Officer Designated by corporate resolution or by a company s governing body and is authorized to enter into deposit account, funds transfer, or treasury management services agreements with the Bank, and to authorize individuals to withdraw funds, initiate payment orders, execute service agreements, and otherwise give instructions on behalf of a company with respect to its deposit accounts and treasury management services. Insufficient Funds When the Available Balance is not enough to cover any Item or other transaction. Item A check; substitute check; electronic Item; draft; demand draft; remotely created Item; or other order or instruction for the payment, transfer, or withdrawal of funds. Linked Account A Union Bank account for which balance history, transaction activity, or other factor is taken into consideration in connection with another Union Bank account, typically for the purpose of account analysis, higher interest rate on a deposit, to avoid the monthly service charge, or another enhanced account benefit. Restrictions may apply. Information about Linked Accounts, including account numbers and balances, may appear on combined statements. MICR An acronym for Magnetic Ink Character Recognition. MICR or MICR line refers to the numerical information contained on the bottom line of a check or deposit slip, which includes a bank routing number, depositor account number, check serial number, and dollar amount of the check or deposit slip. 1 UnionBanc Investment Services LLC is a registered broker-dealer, investment adviser, member FINRA/SIPC, and subsidiary of MUFG Union Bank, N.A. Non-deposit investment products: Are NOT insured by the FDIC or by any other federal government agency Are NOT Bank Deposits Are NOT guaranteed by the Bank or any Bank Affiliate Are subject to investment risk, including the possible loss of principal 3

7 Overdraft Fees Refers to Overdraft Item Paid, Overdraft Item Returned, and Continued Overdraft Fees. Owner Refers to the legal owner of the account, including any business entity, sole proprietor, partnership, limited liability company, or public agency. An Owner may act individually or on behalf of all Owners when acting upon the account. We, our, us, and the Bank The words we, our, us, and the Bank refer to MUFG Union Bank, N.A. (also referred to as Union Bank). You and your The words you and your refer to an Owner of an account. BUSINESS CHECKING ACCOUNTS The following are available for each Union Bank business checking account. Account Features: (account features listed within specific product types are in addition to those listed below) Union Bank Business Deposit ATM Card ( Deposit Card ), Business Full Service ATM Card ( ATM Card ), or Debit MasterCard BusinessCard ( Debit Card ) (not applicable to Interest on Lawyers Trust Accounts) Online banking and online bill pay Mobile banking through online enrollment Account alerts by or text message through online enrollment Balance greater than zero required to maintain the account May be used for Business Deposit Overdraft Protection to automatically cover overdrafts in another designated Union Bank account Minimum Deposit to Open Account:... $ 100 Statement Options: (see applicable Fee Schedule for details) Online statement Paper (mailed) statement Check image service available for a fee. Fees: Fees apply to use your Union Bank ATM Card or Debit Card at non-union Bank ATMs; point-of-sale merchants may also add a surcharge. See applicable Fee Schedule for monthly service charge, qualifying monthly service charge waiver options, and transaction activity limits and fees. Business Basics Checking This account is for businesses with low transaction activity. Interest: No interest paid Other: For Business Basics Checking, the monthly Combined Balance is the Combined Balance of Union Bank business deposit accounts with common ownership that you ask us to link. This checking account is available in California only. 4 Business Value Checking This account is for businesses with moderate transaction activity. Interest: No interest paid Other: For Business Value Checking, the monthly Combined Balance is the Combined Balance of Union Bank business deposit accounts with common ownership that you ask us to link. This checking account is available in California only. Business Essentials Checking This account is for businesses with moderate transaction activity. Interest: No interest paid Other: For Business Essentials Checking, the monthly Combined Balance is the Combined Balance of Union Bank business deposit accounts with common ownership that you ask us to link. This checking account is available in Oregon and Washington only. Business Essentials Interest Checking This account is for businesses with moderate transaction activity that would like to earn interest on their checking balances. Interest: The interest rate and corresponding APY for the account are variable and are set at our discretion. They may change as often as daily without notice to you. Interest rates and APYs for different balance ranges are listed on the interest rate sheet, which is provided separately as part of this Agreement. We reserve the right to change balance ranges or to apply the same interest rate to more than one balance range. We use the daily balance method to calculate the interest. We apply a daily periodic rate to the daily Collected Balance in the account. Each day, the Collected Balance will fall within one of the balance ranges designated for this account type. We pay interest on the entire Collected Balance in the account that day at the rate assigned for that particular balance range. Interest begins to accrue no later than the Business Day we receive credit for non-cash deposits, such as checks. We usually receive credit for deposited checks in 1 or 2 Business Days, depending primarily on the location of the banks on which they are drawn. Interest is compounded daily using a 365-day year (366 days each leap year), and credited to the account monthly. No interest accrues unless the Collected Balance in the account is sufficient to earn at least 1/10 of one cent per day at the daily periodic rate in effect. If the account is closed during a month, accrued interest will be paid to the closing date. For accounts with special statements such as daily, weekly, dated, or flexible, interest will be paid to the account on the last Business Day of the month. Interest on Accounts Owned by Public Agencies Interest on Business Essentials Interest Checking accounts owned by public agencies is calculated and paid as described above, except that the interest is 5

8 calculated as stipulated by state laws governing public funds accounts. State statutes may require interest to be calculated on a 360-day year. Please refer to the laws in your state for more information. Other: If your Business Essentials Interest Checking account is analyzed, we will deduct any interest accrued from the Earnings Allowance. For Business Essentials Interest Checking, the monthly Combined Balance is the Combined Balance of Union Bank business deposit accounts with common ownership that you ask us to link. Business Extra Checking This account is for businesses with higher transaction activity. Account Benefits and Features: No monthly service charge for one linked Business High Rate MoneyMarket account No monthly service charge for one linked Ready to Go personal checking account No Business Deposit Overdraft Protection Transfer Fee No incoming wire fee No fee for using a Union Bank ATM Card or Debit Card to access your Union Bank Business Extra Checking account at non-union Bank ATMs, and up to 4 rebates per month of ATM fees charged by other banks $50 discount on first order of business checks from Deluxe check printing Three-month waiver of Web Wire monthly fee No monthly service charge for transaction downloads made by accessing either Quicken or QuickBooks software directly; excess transaction and excess access fees will still apply $100 application fee rebated upon activation of a new Merchant Services Account 1 No annual fee on a Business Edition Visa Credit Card and earn Maximum Rewards Bonus Points 2 Other: For Business Extra Checking, the monthly Combined Balance is the Combined Balance of Union Bank personal and business deposit accounts that you ask us to link. Analyzed Business Checking Accounts on analysis typically have a high volume of activity or are linked to cash management services. Account analysis is used to assess Bank fees and other charges on accounts maintained by both for-profit and nonprofit organizations. You may request that one or more accounts be added to account analysis. The Bank may also review an account s activity to determine if it should be added to account analysis. Upon review, the Bank may determine, in its sole discretion, to add an account to analysis and will notify you accordingly. Fees and Charges Bank fees and other charges are assessed against an analyzed account monthly (unless other arrangements are made) and are documented in the appropriate analyzed fee schedule we provide. Your service charge for each settlement period is based on the activity of your account and the fees associated with that activity, as described in the applicable Fee Schedule. The Bank will calculate an Earnings Allowance by applying the Earnings Credit Rate to the balance available to support activity for each settlement period. The balance available to support activity is calculated as follows: Ledger Balance plus funds advanced; plus or minus adjustments; minus uncollected funds; minus Legal Reserves; minus Other Compensating Balance requirements that may be required to offset charges for Bank services. For interest-earning accounts, with the exception of the Analyzed Business Interest Checking account, the interest accrued or paid for the month is deducted from the Earnings Allowance for the month. Legal Reserves are the percentage of deposits that the Bank is legally required to hold or keep with the Federal Reserve Bank. This rate is determined by the Federal Reserve Bank and is calculated on your Collected Balances, plus uncollected funds advanced. Other Compensating Balances may include special pricing for loans or other services that may be agreed upon in return for maintaining a minimum average Collected Balance in your account. 1 Merchant Services provided by Elavon. Subject to credit approval. Only applicable for a new Merchant Services Account with Elavon, which must be activated within 90 days of approval date to qualify. Applicable fees must be collected before rebate will be processed. Cannot be combined with another offer. Rebate will be applied to merchant s Elavon statement as a credit the month after account activation. 6 2 Open a business credit card account and pay no annual fee, plus get a 25% bonus on reward points earned in the first 6 months after account opening on qualifying transactions totaling $25,000 or more during that period only. See the Rewards Terms and Conditions in the Summary of Credit Terms for details. Complete details, including restrictions, limitations, and exclusions, will be available when you become a Cardmember. Credit cards issued and serviced by First Bankcard, a division of First National Bank of Omaha. We reserve the right to change the account terms should your credit profile change or for other reasons described in the Summary of Credit Terms. 7

9 If your monthly service charge during the settlement period is the same as or less than your Earnings Allowance, you will not be assessed a monthly service charge. If your monthly service charge for the settlement period exceeds your Earnings Allowance, you will be charged for the amount by which your monthly service charge exceeds your Earnings Allowance. We will charge your account for the amount due within 30 days after the end of the settlement period. If you are invoiced, we will send an invoice for the amount due approximately 2 weeks after the end of the settlement period. You agree either to have your account charged by the Bank or to pay the invoice upon receipt. Any excess Earnings Allowance will not be paid to you and does not accumulate from settlement period to settlement period. Multiple Accounts More than one account may be linked on account analysis for purposes of determining monthly service charges and the Earnings Allowance. Ownership of all Linked Accounts may differ. If more than one account is linked, one account will be designated as the master account, and the Owner of the master account will be responsible to the Bank for all monthly charges on all Linked Accounts. By including an account under analysis, all account Owners waive any requirement for advance notice for any changes to a charge tied to the Reference Rate. Earnings Credit Rate Your Earnings Credit Rate appears on each analysis statement. Your Earnings Credit Rate is determined by the Bank, and is set each month based on market conditions, account balances, and market segment. You agree that this rate is subject to change without prior notice to you. The Bank s current Earnings Credit Rate may be obtained by contacting us. Earnings Allowance The Earnings Allowance is the earnings credit minus earned interest (if applicable) for the current settlement period. It applies only to the current settlement period s service charges and does not accumulate from one settlement period to the next. Reference Rate The Reference Rate is the rate of interest periodically indicated by the Bank. The Bank s current Reference Rate may be obtained by contacting us. You agree that this rate is subject to change without prior notice to you. The Bank s Reference Rate and charges tied to it may vary as often as daily. Compensating Balances In some instances, special pricing for loans may be agreed upon in return for maintaining a minimum collected balance in the account(s). The Compensating Balances amount indicates the minimum balance agreed upon. Termination of Analysis Service The Bank may terminate analysis service on an account upon prior written notice. In such a case, any remaining amounts payable may be charged to your account. Overdrafts Interest charges for funds advanced due to insufficient Available Funds during the settlement period are determined by using the Bank s Reference Rate plus a differential. See the Overdrafts and Overdraft Protection section of this Agreement for more information. We may advance funds, from time to time, to cover checks or other Items drawn against insufficient Available Funds. If we do so, and unless a different rate is expressly agreed to in writing, we will charge interest daily on the funds advanced at the rate published in the applicable Fee Schedule. The daily rate is calculated using a 360-day year and computed on the daily usage of insufficient funds for the month. Interest is assessed from the date an overdraft balance is incurred, and then added to the overdraft balance along with any Overdraft Fees assessed. If for any reason we decide to waive interest charges or Overdraft Fees for a particular overdraft, we reserve the right to charge interest or Overdraft Fees for subsequent overdrafts. Unless we have otherwise agreed in writing, analysis earnings are not available to cover overdraft or insufficient Available Funds interest or fees, whether the Items are paid or returned. Interest and fees may be charged directly to your account. Analyzed Business Interest Checking The Analyzed Business Interest Checking account has the same features as the Analyzed Business Checking account with the exception of the features listed in this section. The Analyzed Business Interest Checking account is an interest-bearing transaction account that allows deposit balances to first pay for fees as outlined in the Fees and Charges paragraph above. This account type is not offered to sole proprietors. Multiple Accounts More than one account may be linked on account analysis for purposes of determining monthly service charges and Earnings Allowance. All accounts in an Analyzed Business Interest Checking relationship must be Analyzed Business Interest Checking. If any other account type is included in the account analysis relationship, interest will not accrue and will not be paid on the Analyzed Business Interest Checking account balances. Interest: The interest rate for the account is variable and is set at our discretion. The rate may change as often as daily without notice to you. We reserve the right to change the balance ranges or to apply the same interest rate to more than one balance range. Interest is accrued and paid monthly using a 365-day year (366 days each leap year). We will pay interest based on the calculated Excess Earnings Balance. The Excess Earnings Balance is the balance equivalent of Earnings Allowance minus fees, or zero, whichever is greater. Interest is accrued for the entire analysis relationship. Interest is paid to the account designated as the master account. Interest is paid monthly, generally before the 22nd of the month following the checking account statement month. If your relationship is closed before interest is calculated, your account will not be paid interest for the cycle. Interest on Accounts Owned by Public Agencies Interest on Analyzed Business Interest Checking accounts owned by public agencies is calculated and paid as described above, except that the interest 8 9

10 is calculated as stipulated by state laws governing public funds accounts. State statutes may require interest to be calculated on a 360-day year. Please refer to the laws in your state for more information. Interest on Lawyers Trust Account (IOLTA) An IOLTA is available to all attorneys and law firms as an interestearning trust account for the purpose of receiving and disbursing certain client funds that are nominal in amount or on deposit for a short time. The interest earned, less permitted charges, is paid to the appropriate state bar association for providing legal services for indigent people. Additional Fees: Fees or charges will be deducted from the IOLTA as permitted by applicable state bar association rules. If such charges are not permitted to be deducted from the IOLTA, we may deduct them from another operating account maintained at the Bank by the Owner of the IOLTA. Interest: The interest rate on the IOLTA is set according to state law and guidelines published by the applicable state bar association. In the absence of such law or guidelines, the interest rate is set at our discretion and may change as often as daily. Interest is calculated on the Collected Balance and compounded daily, using a 365-day year (366 days each leap year), and paid monthly. Interest begins to accrue no later than the Business Day we receive credit for the deposit of non-cash Items, such as checks. No interest accrues unless the principal balance in the account is sufficient to earn at least 1/10 of one cent per day at the daily periodic rate in effect. Other: An IOLTA cannot be linked to other accounts owned by your law firm for purposes of analysis. Client funds in more than nominal amounts or held for more than a short time may not be deposited into an IOLTA but may be deposited into another type of account that you may designate as a trust account. 10 PRIORITY BANKING Priority Banking is available to individuals owning a Priority Banking checking account. The benefits listed below are available for business accounts that have a common owner with a personal Priority Banking checking account. The Bank may consider other qualifying factors to determine eligibility. Benefits and Features: One business checking account with no Monthly Service Charge (excluding Analyzed Business Checking) when account is linked to a Priority Banking checking account No annual or advance fees for Business Cash Reserve Accounts No Business Deposit Overdraft Protection Transfer Fee No fee for Union Bank Cashier's Checks and Personal Money Orders (not applicable to analyzed accounts) No fee for stop payments, copies of checks and statements, check images with paper statements, and confirmation notices for funds transfers (not applicable to analyzed accounts) $50 annual safe deposit box rental discount (box size and availability may vary by branch) No Monthly Service Charge for transactions made by accessing either Quicken or QuickBooks software directly; excess transaction and excess access fees will still apply Discounts on the origination fee for business loans and/or documentation fees for equipment leases 1 Access to Online Investing and Automated Telephone Investing with UnionBanc Investment Services 2,3 at no charge Complimentary financial and insurance reviews from our brokerage subsidiary, UnionBanc Investment Services, and our insurance division, UnionBanc Insurance Services 3 Other: Terms and conditions to qualify for Priority Banking are subject to change. Your banking accounts may be assigned to another area of the Bank if you no longer meet the minimum balance requirement for Priority Banking. 1 Loans are subject to credit and collateral approval; lease financing subject to lessee credit approval and vendor and equipment approval. Certain fees and other terms and conditions apply, and are subject to change. 2 Refer to the UnionBanc Investment Services Standard Fee & Commission Schedule for fees pertaining to Online Investing and Automated Telephone Investing. 3 UnionBanc Investment Services LLC is a registered broker-dealer, investment advisor, member FINRA/SIPC, and subsidiary of MUFG Union Bank, N.A. UnionBanc Insurance Services is a division and dba of MUFG Union Bank, N.A. (CA Insurance License # ). Non-deposit investment and insurance products available through UnionBanc Investment Services and/or UnionBanc Insurance Services: Are NOT insured by the FDIC or by any other federal government agency Are NOT Bank deposits Are NOT guaranteed by the Bank or any Bank Affiliate Are subject to investment risk, including the possible loss of principal Insurance and annuities are products of the insurance carriers 11

11 FOREIGN CURRENCY DEMAND ACCOUNTS Foreign Currency Demand Accounts ( FCDAs ) are offered by the Bank and are available in several different currencies. An FCDA is a non-interest bearing, foreign currency-denominated demand account offered to business clients for use as a currency settlement account. FCDAs are insured by the FDIC for up to the equivalent permissible limit in U.S. dollars. The principal deposited is subject to exchange rate risk, which may adversely impact the amount of principal returned in U.S.-dollar terms. For more information and a full product disclosure, contact the Investment Banking & Markets Foreign Exchange Department at SAVINGS AND MONEY MARKET ACCOUNTS GENERAL INFORMATION Interest: The interest rate and corresponding APY for business savings and business money market accounts are variable and are set at our discretion. They may change as often as daily without notice to you. Interest rates and APYs for different balance ranges are listed on the interest rate sheet, which is provided separately as part of this Agreement. We reserve the right to change balance ranges or to apply the same interest rate to more than one balance range. We use the daily balance method to calculate the interest. We apply a daily periodic rate to the daily Collected Balance in the account. Each day, the Collected Balance will fall within one of the balance ranges designated for the account. We pay interest on the entire Collected Balance in the account that day at the rate assigned for that particular balance range. Interest begins to accrue no later than the Business Day we receive credit for non-cash deposits, such as checks. Interest on cash deposits begins to accrue on the day we receive the deposit. Interest on business savings accounts is compounded daily using a 365-day year (366 days each leap year), and credited to the account on the last Business Day of the calendar quarter. Interest on money market accounts is compounded monthly using a 365-day year (366 days each leap year), and credited to the account monthly. No interest accrues unless the Collected Balance in the account is sufficient to earn at least 1 /10 of one cent per day at the daily periodic rate in effect. If the account is closed during a month, accrued interest will be paid up to the closing date. For accounts with special statements such as daily, weekly, dated, or flexible, interest will be paid to the account on the last Business Day of the month. Interest on Accounts Owned by Public Agencies Interest on business savings and business money market accounts owned by public agencies is calculated and paid as described above, except as follows: Interest is calculated as stipulated by state laws governing public funds accounts. State statutes may require interest to be calculated on a 360- day year. Please refer to the laws in your state for more information. Interest on a business money market account is compounded monthly. Three balance ranges are established, and a different interest rate may apply to each. One interest rate applies to the balances up to $2,500. If the account has a balance of $2,500 to $100,000, then the entire balance (including the first $2,500) earns interest at the rate set for the balance range of $2,500 to $100,000. A different interest rate may be established for balances greater than $100,000, and will be applied only to amounts in excess of $100,000. This means that only that portion of the account balance in excess of $100,000 will earn interest at the rate established for the highest balance range. We reserve the right to change balance ranges or to apply the same interest rate to more than one balance range. Transaction Limitation for Savings and Money Market Accounts Transactions involving these accounts are limited by regulation. You may make no more than 6 limited transfers and/or withdrawals (subject to Available Balance): Per calendar month for savings accounts Per monthly statement period for money market accounts Per calendar month for money market accounts if statements were requested to be on a specific day each month By: Limited Transactions (subject to Available Balance): Business Deposit Overdraft Protection Transfer Savings Money Market Check N/A Debit Card (or ATM Card) Purchase or payment Preauthorized transfer to another payee or institution (includes ACH or wire) Bill payment online N/A Online banking transfer Mobile banking transfer Automatic transfer to a Union Bank deposit account Telephone transfer Unlimited Transactions (subject to Available Balance): Savings Money Market ATM transaction In-person transaction Automatic transfer to make a Union Bank loan payment Deposit of any kind 12 13

12 If you exceed these limitations, we may refuse to honor the excessive transactions, remove your transfer privileges, close the account without prior notice, or convert it to another type of account. The Bank may impose an Excess Activity Charge for exceeding the limits. If your account is closed or converted as a result of excessive transactions, you will not be able to open another savings and/ or money market account with us for 12 months from the time the account is closed or converted. Please note: We count checks for purposes of the transaction limitation as of the date we post them to your account (not as of the date you write them). As such, a check you write during one statement period may not be counted until a subsequent statement period. SAVINGS ACCOUNTS The following are available for each Union Bank business savings account. Account Features: (account features listed within specific product types are in addition to those listed below) Earns interest on account balance Union Bank Deposit Card May be used for Business Deposit Overdraft Protection to automatically cover overdrafts in another designated Union Bank account Online banking Mobile banking through online enrollment Account alerts by or text message through online enrollment Limited withdrawals and transfers (subject to Available Balance) Balance greater than zero required to maintain the account Statement Options: (see applicable Fee Schedule for details) Online statement Paper (mailed) statement Fees: See applicable Fee Schedule for Monthly Service Charge and balance requirement information Fees apply to use your Union Bank ATM Card at non-union Bank ATMs Business Savings Minimum Deposit to Open Account:... $ 100 Business Preferred Savings Minimum Deposit to Open Account:... $ 100 Other: Requires a linked Union Bank business checking account You may close the linked business checking account at any time. However, if you do so, or if the business checking account becomes inactive or reaches a zero or negative balance, you agree that we may convert the Business Preferred Savings account to a Business Savings account, subject to all applicable terms, interest rates, conditions, and fees associated with Business Savings. We will notify you before we convert your account. 14 MONEY MARKET ACCOUNTS The following are available for each Union Bank business money market account. Account Features: (account features listed within specific product types are in addition to those listed below) Earns interest on account balance Union Bank Deposit Card, ATM Card, or Debit Card May be used for Business Deposit Overdraft Protection to automatically cover overdrafts in another Union Bank account Online banking and online bill pay Account alerts by or text message through online enrollment Limited check writing, withdrawals, and transfers (subject to Available Balance) Balance greater than zero required to maintain the account Statement Options: (see applicable Fee Schedule for details) Online statement Paper (mailed) statement Check image service not available Fees: See applicable Fee Schedule for monthly service charge and balance requirement information Fees apply to use your Union Bank ATM Card or Debit Card at non-union Bank ATMs; point-of-sale merchants may also add a surcharge Business MoneyMarket Account Minimum Deposit to Open Account:... $ 1,000 Other: If your Business MoneyMarket account has a high volume of activity, we may determine whether it should be placed on analysis. If we convert your account to analysis, we will notify you in advance. Your account will then be subject to the fees and charges of our Analyzed Business Checking accounts. If your account is analyzed, we will deduct any interest accrued from the Earnings Allowance. Business High Rate MoneyMarket Account Minimum Deposit to Open Account:... $ 10,000 Account Features: To earn the Business High Rate MoneyMarket Account interest rates, the Ledger Balance in the account must be at least $10,000. Balances below $10,000 will earn the interest rate indicated on the lower tiers, which are equal to the Business MoneyMarket account interest rates. Accounts with balances of $10,000 or greater use the sum of the Ledger Balances in the Business High Rate MoneyMarket account and the Ledger Balance in the linked business checking account to determine the interest rate tier. Each day, the sum of the Ledger Balances in the Business High Rate MoneyMarket Account and the linked business checking account will fall within one of the balance ranges designated for the Business High Rate MoneyMarket Account. The interest rate and APY for that particular balance range 15

13 are applied to the Collected Balance in only the Business High Rate MoneyMarket Account that day. No Monthly Service Charge for a Business High Rate MoneyMarket Account when linked to a Business Extra Checking account. Balance Required to Earn Business High Rate MoneyMarket Account Interest Rate: $10,000 combined minimum daily Ledger Balance in the Business High Rate MoneyMarket Account and the linked business checking account. See Account Features above. If the daily Ledger Balance is less than $10,000, the interest rate for the Business MoneyMarket Account will apply that day. Other: Requires a linked eligible Union Bank business checking account. Not available for public fund agencies. You may close the linked business checking account at any time. However, if you do so, or if the business checking account becomes inactive or reaches a zero or negative balance, you agree that we may convert the Business High Rate MoneyMarket Account to a Business MoneyMarket Account, subject to all applicable terms, interest rates, conditions, and fees associated with that account. If your Business High Rate MoneyMarket account has a high volume of activity, we may determine whether it should be placed on analysis. If we convert your account to analysis, we will notify you in advance. Your account will then be subject to the fees and charges of our Analyzed Business Checking accounts. If your account is analyzed, we will deduct any interest accrued from the Earnings Allowance. For FDIC insurance purposes, any checking account that is linked to the Business High Rate MoneyMarket account is considered interest-bearing and is subject to FDIC insurance limits. Refer to the Deposit Insurance subsection of the General Banking Information section of this Agreement. Business Premium MoneyMarket Account Minimum Deposit to Open Account:... $ 10,000 Balance Required to Earn Business Premium MoneyMarket Account Interest Rate: $10,000 minimum daily Ledger Balance. If the daily Ledger Balance is less than $10,000, the interest rate for the Business MoneyMarket Account will apply that day. Other: If your Business Premium MoneyMarket account has a high volume of activity, we may determine whether it should be placed on analysis. If we convert your account to analysis, we will notify you in advance. Your account will then be subject to the fees and charges of our Analyzed Business Checking accounts. If your account is analyzed, we will deduct any interest accrued from the Earnings Allowance. 16 INFORMATION RELATING TO CHECKING, SAVINGS, AND MONEY MARKET ACCOUNTS Order of Processing Checks and Other Items How we may prioritize payments: You agree that we may pay or certify your checks and other Items in any order we choose, and that we may establish different processing priorities and categories for checks and other Items. Within each priority or category, we may process checks and other Items in the order in which we receive them, in check number order, or in the dollar amount order, and we may change these priorities, categories, and orders at any time without notice to you. How we may post Items: We will, but are not obligated to, post Union Bank Items, transactions, and fees first, followed by ATM Card and Debit Card transactions. We post such Items within each Item category, as designated by us, in ascending order (lowest to highest) by amount. Checks, bill payments, electronic (such as ACH) debits, and other Items will then be posted in descending order (highest to lowest) by amount without regard to any specific category. Some of the priorities, categories, and orders may affect the number of Overdraft Fees assessed when there are insufficient Available Funds in an account to cover all of the checks and other Items presented on a given day. Account Statements We will make account statements available to you as required by law or upon request. In any case, you will get a statement at least quarterly, unless your account is inactive or in default. Statement Options: Online Statement Your statement is available electronically and can be accessed through the Bank s Online Banking service at unionbank.com. Each statement lists your deposit and withdrawal activity and allows you to view the front and back of checks and deposit tickets posted to your account during the statement period. Paper Statement We will mail you a statement that lists your deposit and withdrawal activity. With a paper statement, you may request check image service for a fee. This includes an image of the front of each check, or the front and back of each check, posted to your account during the statement period. See applicable Fee Schedule. Check image is not available for money market accounts or Foreign Currency Demand Accounts. Combined Statements You may request, and we may require, combined statements if you have more than one eligible account with us. You may designate up to 20 checking, savings, and money market accounts to appear on one comprehensive monthly statement with your designated primary checking account. All accounts combined for one statement will have the same monthly cutoff date. You may choose the online statement or paper statement option for your primary checking account. All other accounts combined for the statement will be assigned the paper statement option. The combined statement will be delivered to the address of your primary checking account. 17

14 When periodic statements are combined, whether or not at your request, you agree that copies of these statements, which include information such as account numbers and balances, may be provided to any Owner, Authorized Signer, or other person authorized by any of them. Special Statement Services: The following special statement services are available. We may charge a fee for some of these statement services. See applicable Fee Schedule. Snapshot Statement Lists all activity for your account since the beginning of the statement period; ordered through Telephone Banking or at a branch Month-end cycle statement Flexible statement rendering on your custom calendar (up to 5 statements per month) Multiple statement originals (up to 4 duplicates per month) Overnight or express courier Reviewing Statements You agree that you are responsible for monitoring and reviewing the activity of your account. You agree to inspect your statements as soon as you receive them and to report any irregularities to us. We recommend that you have at least 2 individuals inspect your statements. You should not permit the same person who issues checks to review paid checks and reconcile your bank statements. Failure to separate these functions allows a wrongdoer to avoid detection. You should review these functions periodically. Time Limit for Claims If you think there is an error or an unauthorized transaction shown on your statement, you must tell us immediately and in no circumstance later than 30 days after we mail, deliver, or otherwise make the statement available to you. If you do not, we may refuse to reimburse you for future unauthorized transactions by the same wrongdoer(s). In addition, if you do not report an error or unauthorized transaction within 6 months after we mail, deliver, or otherwise make the statement available to you, the account balance indicated on your statement will be considered correct. We are not responsible for any liability you may incur as a result of your failure to timely notify us of errors. Claim of Loss If you claim a credit or refund because of a forgery, alteration, or any other unauthorized withdrawal, you agree to cooperate with us in the investigation of the loss, including giving us an affidavit containing any reasonable information we require concerning your account, the transaction(s), and the circumstances surrounding the loss. You also agree to file a police report if we request you to do so. You agree that we have a reasonable period of time to investigate the facts and circumstances surrounding any claimed loss, and we have no obligation to provisionally credit your account. Our maximum liability is the lesser of your actual damages proved or the amount of the forgery, alteration, or other unauthorized withdrawal reduced by an amount that could not have been realized by 1) your use of ordinary care; 2) your failure to comply with the requirements of this Agreement; and 3) any proceeds from any insurance carrier or other third party that you receive 18 or are entitled to receive. In no event will we be liable for special or consequential damages, including loss of profits and/or opportunity, or for attorneys fees incurred by you. You will pursue all rights you may have under any insurance coverage you maintain before making a claim against us and provide us with all reasonable information about your coverage, including your insurance carrier, policy number, policy limits, and applicable deductibles. If we repay you for the loss before you receive compensation, you agree to assign to us your rights under your insurance policy. If you have experienced an unauthorized, missing, or improper signature; an alteration; or any other evidence of possible fraudulent activity on your account, we may require you to do one of the following: Subscribe to Basic Positive Pay or Positive Pay Subscribe to Reverse Positive Pay (includes a release of the Bank s liability for over-the-counter Items) Close the account (and open a new one, if desired) Keep the account open, but agree in writing to the terms of the Bank s Indemnification and Hold Harmless Agreement. This releases the Bank from all liability for later fraudulent Items on the account, except for losses caused solely by the Bank s bad faith or failure to exercise ordinary care. Our brochure Safeguards Against Internal Fraud and Embezzlement discusses many procedures proven effective in preventing fraud. Ask us for a copy. You should consult your own auditors and accountants to determine the internal controls best for your business. Overdrafts It is your responsibility to make sure that your account contains sufficient Available Funds at the time you make a withdrawal transaction of any kind. If you are uncertain of your Available Balance, please contact us or check your account balance online. Authorization or payment of an Item is always at the Bank s discretion, and we reserve the right not to authorize or pay. Whether we authorize or pay an Item depends upon several factors, including your account-related behavior. For example, we typically do not authorize or pay Items if your account is not in good standing or you are not making regular deposits. We will not authorize or pay Items on new accounts for approximately 30 calendar days after the date of account opening. You agree to pay the amount of the overdraft promptly, without notice or demand from us. You agree that we may use subsequent deposits and other credits to the account, including, without limitation, deposits of government, welfare, retirement, and Social Security benefits, to cover any overdraft existing in your account, to the fullest extent permitted by law. Our payment of any checks or allowance of transactions that create overdrafts in no way obligates us to continue that practice at a later time. We may discontinue permitting overdrafts without cause or notice to you. 19

15 Each account Owner is jointly and severally responsible for paying any overdrafts created by any authorized signer(s) or party to the account, whether or not the Owner participates in the transaction or benefits from its proceeds. Overdraft Fee (Overdraft Item Paid or Overdraft Item Returned Fee) We may charge you a fee (up to the daily maximum), whether we authorize, pay, or return an Item. We may assess this fee for each Item we authorize, pay, or return when your ending Available Balance is overdrawn by $5 or more. See applicable Fee Schedule. Continued Overdraft Fee - If you overdraw your account and do not deposit funds to cover any overdraft amount by the 7th calendar day that your account has been continuously overdrawn, we will charge you a Continued Overdraft Fee. For this purpose, the 1st day is the day the overdraft occurred. We will charge this fee for each Business Day that the account remains overdrawn for up to 5 Business Days from the 7th calendar day. If you make a deposit sufficient to cover the overdraft on a Business Day at one of our banking offices or ATMs before the posted cutoff time, no fee is charged for that Business Day. See applicable Fee Schedule. Overdraft Protection We offer Overdraft Protection services that may protect your account against overdrafts in the event you do not have sufficient Available Funds to cover an Item authorized or presented for payment. These services may be less costly than paying Overdraft Fees. Business Deposit Overdraft Protection: With this service, you authorize the Bank to make automatic transfers from your eligible checking, money market, or savings account ( Overdraft Protection Account ) to your linked checking account to cover Items (including transfers between checking, money market, and savings accounts) authorized or presented for payment against insufficient Available Funds. Only one Overdraft Protection Account may be linked to a checking account. For savings and money market accounts, these automatic transfers are considered limited transactions, and each transfer is counted as 1 of the 6 limited transfers from a savings or money market account allowed per monthly statement period (money market accounts) or calendar month (savings accounts or money market accounts if statements were requested to be on a specific day each month) per federal regulation. (Refer to the Transaction Limitation for Savings and Money Market Accounts subsection of the Savings and Money Market Accounts General Information section of this Agreement.) Limited transaction restrictions do not apply to checking accounts. Transfers are made from your Overdraft Protection Account in the exact amount to cover Items presented against insufficient Available Funds, plus the Deposit Overdraft Protection Transfer Fee ( Transfer Fee ). Transfers will only be processed if at least one entire Item plus the Transfer Fee can be covered. Item(s) not covered by the transfer will be subject to Overdraft Fees. Each day a transfer occurs, we will immediately charge the Transfer Fee to your linked checking account. See applicable Fee Schedule. Your Overdraft Protection Account balance may be reduced to as low as $1, unless you specify a different balance amount. 20 If, on the day Items are authorized or presented for payment, you do not have sufficient Available Funds in your combined linked eligible checking account and Overdraft Protection Account to cover an entire Item plus the Transfer Fee, no automatic transfer will be made that day, and your linked checking account will be subject to Overdraft Fees. If the account remains overdrawn and any funds become available in the Overdraft Protection Account on a later date, we will transfer funds from your Overdraft Protection Account to cover or partially cover the overdraft and any Overdraft Fees. No Transfer Fee will be charged. If you are enrolled in multiple Overdraft Protection and/or Overdraft Coverage services, see the Overdraft Services Processing Order section below. Business Cash Reserve Account: This is a revolving line of credit available to customers, subject to credit approval. With this account, you authorize us to make automatic advances from your Business Cash Reserve Account to cover Items (including transfers between checking, money market, and savings accounts) authorized or presented for payment against insufficient funds in your linked checking account. Direct Advances into your checking account can also be made at any Bank Office or through Online Banking. A Business Cash Reserve Advance Fee may apply. Advances made by us or you can be made up to your available Business Cash Reserve Account limit. Repayment calculations are determined in accordance with our Business Cash Reserve Account Agreement and Disclosure Statement. 1 Linked checking accounts are not eligible for Overdraft Coverage. If, on the day Items are authorized or presented for payment, you do not have sufficient Available Funds in your combined linked checking and Business Cash Reserve Accounts to cover an entire Item plus the Business Cash Reserve Advance Fee (Advance Finance Charge), no automatic advance will be made that day and your linked checking account will be subject to Overdraft Fees. If the account remains overdrawn and any funds become available in the Business Cash Reserve Account on a later date, we will advance funds from your Business Cash Reserve Account to cover or partially cover the overdraft and any Overdraft Fees. No Business Cash Reserve Advance Fee will be charged. 1 If you are enrolled in multiple Overdraft Protection and/or Overdraft Coverage services, see the section entitled Overdraft Services Processing Order below. Business Line of Credit Overdraft Protection: With this service, you authorize the Bank to use your new or existing business line of credit to make automatic advances to cover items posting at the end of the day against insufficient funds in one or more designated eligible checking accounts. This service will not be used to authorize payment of transactions on the designated accounts during the day, including, but not limited to, Debit Card and ATM 1 Subject to credit approval. Certain fees apply. Terms and conditions subject to change. Refer to the Business Cash Reserve Account Disclosure and Agreement for full details. 21

16 transactions. Advances can be made up to your available business line of credit limit or the Line Overdraft Protection Service daily limit, whichever is less. Line terms are determined in accordance with your loan documents. 2 Advances from the business line of credit will be made in the exact amount needed to cover an entire Item, plus a daily advance fee for the service. If, on the day an Item is presented for payment on one of your designated accounts, you do not have sufficient availability on your business line of credit to cover the shortfall amount, no automatic advance will be made that day, and that account will be subject to Overdraft Fees. If your account remains overdrawn and any funds are available in the business line of credit on a later date, the Bank will advance funds from the line to cover or partially cover the overdraft and any Overdraft Fees. No advance fee will be charged. Further service terms are contained in the Line Overdraft Protection Service Agreement and Disclosure. 3 If you are enrolled in multiple Overdraft Protection and/or Overdraft Coverage services, see the section titled Overdraft Services Processing Order below. Overdraft Coverage Authorization or payment of an Item is always at the Bank s discretion, and we reserve the right not to authorize or pay. Whether we authorize or pay an Item depends upon several factors, including your account-related behavior. For example, we typically do not authorize or pay Items if your account is not in good standing or you are not making regular deposits. We may not authorize or pay Items on new accounts for approximately 30 calendar days after the date of account opening. We also will not authorize or pay Items on savings accounts or accounts linked to a Business Cash Reserve Account or Business Line Overdraft Protection. You are automatically enrolled after approximately 30 calendar days after account opening. However, enrollment does not guarantee overdraft payments. Under this service, we may, at our discretion, pay checks, bill payments, ACH debits, ATM or Debit Card transactions, and other Items if you do not have sufficient Available Funds in your account to cover the Item. You may cancel this service at any time by contacting us. If you cancel this service and you do not have sufficient Available Funds in your account to cover an Item, we will return/decline the Item and charge you an Overdraft Fee (see the applicable Fee Schedule). You may incur additional fees from the merchant or payee. We will not charge you Overdraft Fees on declined ATM or Debit Card transactions. Overdraft Services Processing Order Depending upon the Overdraft Protection and/or Overdraft Coverage services linked to your account, Items will be covered first by Business Deposit Overdraft 2 Subject to credit approval. Certain fees apply. Terms and conditions subject to change. Refer to your loan documents for full details. 3 Terms and conditions subject to change. Refer to the Line Overdraft Protection Service Agreement and Disclosure for full details. 22 Protection, then by the Business Cash Reserve Account, then by Business Line Overdraft Protection, and finally by Overdraft Coverage, as applicable. Stop Payments Contact us or visit us online in order to initiate a stop payment request for a check. You agree to pay us a fee for each stop payment order you place. This section does not apply to cancellation of electronic transactions. Refer to the Electronic Transaction Cancellations section of this Agreement. We will send you a confirmation notice of your stop payment request. Notify us immediately if it contains any errors; otherwise our records will be considered conclusive proof of the accuracy of the stop payment order. Paper Checks You may ask us to stop payment on a check. When you request a stop payment, you must provide us with the following: a) your account number; b) the exact check number; and c) the exact dollar amount of the check. We may also request the payee name or check date. If any of the required information is incomplete or incorrect, we will not be responsible for failing to act on the order. We must receive a stop payment order from you early enough to allow us reasonable time to act on it before your check is presented. A stop payment order becomes effective after we have verified that the check has not been paid and have processed your request. If you request a stop payment on a check that has been previously paid, the stop payment order is void. We will research whether an Item has been paid up to 90 days prior to your request. We are not responsible for any liability you may incur as a result of placing a stop payment order on a check that has been paid, or that was paid more than 90 days prior to your request. Stop payments expire 6 months after the date we process the order. If you wish to reactivate an expired or released stop payment order, you must place a new order. If your account is on automated account analysis, the stop payment will automatically renew at 6-month intervals until you request its release. If a stop payment order expires or is cancelled by you, we may pay the check if it is presented for payment, even though it may be stale-dated by that time. We may process stop payment orders that cover a range of checks that are missing or stolen without specifying the dollar amount. In this case, we may require you to close your account and open a new one. You should be aware that anyone holding your check, including Union Bank, may be entitled to enforce payment against you despite the stop payment order. You also agree to indemnify, defend, and hold us harmless from all costs (including attorneys fees), actions, damages, claims, and demands related to, or arising from, our action in stopping payment on your check. If we pay your check over a valid stop payment order, we will credit your account for the amount of loss you prove has occurred or the face amount of the check, whichever is less. However, we must have a reasonable period of time to research the circumstances 23

17 concerning any such check before crediting your account. Until such research is complete, we have no obligation to provisionally credit your account. Under no circumstances is the Bank liable for special or consequential damages or attorneys fees you may incur. You agree to assign to us all rights against the payee, and/or any other holder of your check, and agree to cooperate with us in any legal action that we may take against such persons. Cashier's Checks We will accept a stop payment order for a Cashier's Check only if it has been lost, stolen, or destroyed. We will not issue a replacement check sooner than 90 days after the issue date of the Cashier's Check. Postdated Checks What is required to postdate a check We will place a stop payment on the postdated check in order to ensure it is not processed until the date on the check. You must provide us with information to include the exact amount (dollars and cents), account number, check number, date of the check, and name of the payee. And you must provide this information in a timely manner that allows us a reasonable opportunity to act on it (e.g., in writing at a branch or through the Telephone Banking Service). How we honor a written notice If an Item is presented to us prior to the date indicated on the stop payment (up to 6 months from the date of the stop payment or date of the check, whichever is earlier), we will not pay the Item and may return it marked payment stopped, postdated, or otherwise. After 6 months, a stop payment is no longer effective and must be renewed. What happens when you don t provide accurate and timely information We may pay the check before the date stated on the check. About fees We may charge a Stop Payment Fee for each stop payment. See the applicable Fee Schedule. If we pay a postdated check over a valid and timely stop payment If we recredit your account, you agree to transfer to us all of your related rights against the payee or other holder of the check, and to assist us in any legal action we take against that person. Stale-Dated (Old) Checks If a check is presented to us for payment more than 6 months after it is written/dated (a stale-dated check ), we may pay or reject the check even if the presentment occurs after the expiration of a stop payment order. We normally do not examine the date on checks presented for payment. You agree that we are not required to identify stale-dated checks or to seek your permission to pay them. Changing Account Types How this affects your account number: If you want to change your account type, you may be able to do so without changing your account number or ordering new checks. Any applicable service charge will be based on the new type of account. 24 How this may affect interest on your account: When you change to an account that does not earn interest You will forfeit the interest accrued on your account since the end of your last monthly statement period. When you change to an account that earns interest You will begin earning interest no later than the Business Day following the day of the change. If you change from an account that earns interest to another type of account that also earns interest, the new interest rate becomes effective and begins being calculated from that day. All interest earned until the day of the change will remain in your account, and your account will begin earning interest based on the new type of account. Check Orders and Bank-by-Mail Kits You may order personalized checks, Bank-by-Mail kits, and deposit slips by contacting us or ordering online. You must verify the accuracy of all information shown on your checks. If you find an error, do not use the checks and notify us immediately of the error. Applicable fees will automatically be deducted from your account. Substitute Checks To make check processing faster, federal law permits banks to replace original checks with substitute checks. These checks are similar in size to original checks, with a slightly reduced image of the front and back of the original check. The front of a substitute check states: This is a legal copy of your check. You can use it the same way you would use the original check. You may use a substitute check as proof of payment, just like the original check. Substitute Checks A substitute check (as defined in the Check Clearing for the 21st Century Act) may be accepted for deposit only if the Item has been returned unpaid and is being redeposited. Unless we agree otherwise in writing, our acceptance of such checks shall not obligate us to accept such Items at a later time, and we may cease doing so without prior notice. If we approve the deposit of substitute checks, you agree to indemnify, defend, and hold us harmless from all losses, costs, claims, actions, proceedings, and attorney s fees that we incur as a result of such checks, including, without limitation, any indemnity or warranty claim that is made against us because a) the check fails to meet the requirements for legal equivalence; b) a claimant makes a duplicate payment based on the original check, the substitute check, or a paper or electronic copy of either; or c) a loss is incurred due to the receipt of the substitute check rather than the original check. Upon our request, you agree to provide us promptly with the original check or a copy that accurately reflects all of the information on the front and back of the original check when it was truncated. We may convert original checks to substitute checks. Subaccounts Why subaccounts are created: For regulatory reporting and reserve purposes, we divide checking accounts into 2 subaccounts: a checking subaccount and a savings subaccount. If your checking account earns interest, we will pay the same interest rate on both subaccounts. If it does not earn interest, no interest will be paid 25

18 on either subaccount. In either case, your account will continue to operate, from your perspective, as 1 account. We may establish a threshold for the balance maintained in the checking subaccount and may transfer funds periodically from 1 subaccount to the other to meet that threshold and cover transactions against your account. Subaccounts do not affect the way you use your account: Your account statements will not reflect the existence of the subaccounts, and our periodic reallocation of funds between subaccounts will not affect your ability to withdraw funds, the interest rate (if any), fees, or other features of your checking account. You agree that we may treat the subaccounts as 1 and the same account if we receive a levy, subpoena, or other legal process regarding either subaccount or your checking account. TIME DEPOSIT ACCOUNTS A time deposit guarantees a fixed interest rate for a specified period of time (maturity term). For principal amounts up to $1,000,000, you may designate a maturity term of 7 days to 60 months. For principal amounts of $1,000,000 or more, you may designate a maturity term of 7 days to 12 months. A longer term may be available, subject to market conditions and Bank policy. Maturity Notice for Renewing Accounts The Union Bank Time Deposit Maturity Notice or Fixed Maturity Time Deposit Maturity Notice ( Maturity Notice ) states the maturity date of your time deposit account. If applicable, this notice also includes the new maturity date and grace period for a withdrawal. The Maturity Notice gives you the date when the new rates will be available and a telephone number to call for the new interest rate and APY information. We will send you a renewal notice with the new interest rate and APY the Business Day after your time deposit matures. Deposits and Withdrawals When you invest in a time deposit, you agree to keep the principal amount on deposit with us for the maturity term you have selected. After the time deposit account is opened, you may not make additional deposits into the account until after the maturity date during the grace period. See Automatic Renewal at Maturity below. If you withdraw all or a portion of the principal prior to the maturity date of the deposit, we may assess an early withdrawal penalty or compensating penalty (described below), whichever is greater. A penalty of at least 7 days interest will apply if any withdrawals are made within 6 days of the initial deposit or within 6 days of a partial withdrawal. It may be necessary to deduct all or a portion of the penalty from the principal amount of the time deposit if the interest earned on the account is insufficient to cover the entire penalty. For sole proprietors, any portion of a time deposit withdrawn due to the death or legal incompetence of the Owner is not subject to an early withdrawal penalty or compensating penalty. For purposes of this 26 section, the term "Owner" does not include individuals acting only in a fiduciary capacity. Early Withdrawal Penalty We calculate the early withdrawal penalty on a 365-day basis as follows: For maturity terms of 7 through 31 days, the greatest of 1) all interest earned on the amount withdrawn; 2) 7 days interest on the amount withdrawn; or 3) the amount of interest that could have been earned on the amount withdrawn for one-half the term For maturity terms of 32 to 91 days, the greater of 1) 31 days simple interest at the rate being paid on the amount withdrawn; or 2) the compensating penalty For maturity terms of 92 days to one year, the greater of 1) 91 days simple interest at the rate being paid on the amount withdrawn; or 2) the compensating penalty For maturity terms of more than one year, the greater of 1) 181 days simple interest at the rate being paid on the amount withdrawn; or 2) the compensating penalty Compensating Penalty We calculate the compensating penalty on a 365-day basis as follows: 1) We subtract the interest rate being paid on your original time deposit from the rate we would pay on a new time deposit in the amount of your original time deposit with a term equal to the number of days remaining in the term. 2) Using that interest rate difference, we calculate the amount of simple interest that could have been earned on the amount withdrawn for the number of days remaining in the current term of the original time deposit. Example: A $2,000 time deposit established for 36 months at 4% is withdrawn after 12 months. To calculate the compensating penalty, we first determine the rate for a new $2,000, 24-month time deposit (the remaining term of the time deposit). If this rate were 7%, we would calculate a penalty equal to 24 months simple interest on $2,000 at 3% (the rate difference of 7% minus 4%). The compensating penalty is $120. The early withdrawal penalty would be 181 days simple interest on $2,000 at 4%, or $ In this example, the $120 compensating penalty is greater and would be assessed. Time Deposit Minimum Deposit to Open Account: Maturity Term Opening Deposit 7 days 31 days...$ 2, days 60 months...$ 350 Automatic Renewal at Maturity Time deposits with balances under $10,000,000 will automatically renew for the same term and interest rate in effect on the maturity date, unless the funds are withdrawn within the grace period designated for the account. For time deposits with a maturity term of 31 days or less, the grace period is 3 calendar days after the maturity date. For time deposits with a maturity term of 32 days or more, the grace period is 10 calendar days after the maturity date. These automatic renewal provisions apply to the first maturity date and all subsequent maturity dates. 27

19 You may renew your time deposit for an amount different from the balance in the account at maturity by contacting us. However, the amount required as a minimum opening deposit must remain in the account in order for the time deposit to be renewed. If you withdraw all or part of your funds (during the grace period), your account will not earn interest after the maturity date. If your time deposit account has a maturity term of 32 days or more, we will notify you of maturity in writing before the first maturity date and all subsequent maturity dates. We reserve the right to close any time deposit account on the first maturity date or any subsequent maturity date, or change the terms or the method of interest calculation on any of these maturity dates, after giving you written notice of our intention to do so. Time deposits with a principal amount of $10,000,000 or greater may not be automatically renewed. If you do not withdraw your funds at maturity, we will place the funds in your time deposit account into a non-interest earning account. Interest The interest rate and corresponding APY for a time deposit account is set at our discretion and is based on market conditions, the account balance, and the maturity term of the time deposit. The interest rate and corresponding APY are shown on the time deposit account receipt, which is provided separately as part of this Agreement. Unless otherwise stated, you will be paid this interest rate through the maturity date shown on the receipt. Unless otherwise stated, the interest rate and APY assume interest remains on deposit until the maturity date of the time deposit. Withdrawing interest before maturity will reduce earnings. Interest begins to accrue on the Business Day you make a deposit. We use the daily balance method to calculate the interest on your account. This method multiplies a daily periodic rate to the principal in the account each day. Principal Amount $350 $99,999 $100,000 $999,999 $1,000,000 or more Daily Periodic Rate 1/365 of the annual interest rate (1/366 in a leap year) 1/360 of the annual interest rate 1/360 of the annual interest rate Compounding Frequency Daily Daily None (simple interest) For time deposit accounts with maturity terms of 7 through 31 days, interest will be paid or credited only on the maturity date. For maturity terms of 32 days to 1 year, you may designate interest to be paid or credited monthly, quarterly, semiannually, annually, or on the maturity date. For terms greater than one year, interest must be paid or credited at least annually, but you may designate interest to be paid or credited monthly, quarterly, or semiannually. You may designate the manner in which interest will be paid or credited. You may choose to have interest 1) added to the balance of the time deposit; 2) deposited into your Union Bank checking, savings, or money market account; or 3) paid by check. Please note: If the interest check is returned to the Bank as undeliverable, we will deposit it back into your time deposit. Also, if your time deposit becomes inactive/dormant, we will change the interest payment method to automatically reinvest into your time deposit. Promotional Rate Time Deposit From time to time, we may offer preferred rates on time deposit accounts for specific maturity terms ( Promotional Rate Time Deposits ). Promotional Rate Time Deposits may have different minimum balance or other requirements, depending upon rates, which are disclosed at account opening. Except as described below, Promotional Rate Time Deposits are subject to the same terms and conditions of the time deposit account. You are required to have a Union Bank business checking account in order to open and maintain a Promotional Rate Time Deposit. The preferred interest rate on a Promotional Rate Time Deposit is fixed during the maturity term of your time deposit for so long as you maintain your Union Bank business checking account. However, the interest rate may be reduced if the required business checking account is closed or reaches a zero or negative balance. In such event, we may change the interest rate on your time deposit account to the standard rate that was in effect on the day you opened your Promotional Rate Time Deposit (which was disclosed to you at account opening). The new interest rate will be fixed for the remainder of the maturity term. At the end of the maturity term, your Promotional Rate Time Deposit account will be automatically renewed for the same term. Unless specifically stated otherwise, any bonus or special promotion we are offering will not apply to automatically renewing time deposits unless withdrawn during the grace period. Payment Bond Time Deposit Payment Bond Time Deposit accounts are available to businesses that are required to post a bond. Except as described below, Payment Bond Time Deposits are subject to the terms and conditions of the time deposit account. Minimum Deposit to Open the Account: Maturity Term Opening Deposit 7 to 31 days...$ 2, to 364 days... $ 1,000 1 to 5 years... $ 500 Interest on your Payment Bond Time Deposit account is payable to you and may be deposited to your Union Bank checking or savings account, or may be paid by check. At the end of the maturity term, the principal amount is payable to the third person you designated on the payment bond certificate, unless that third person has reassigned the principal amount back to you by endorsing the certificate, and you subsequently present it to us

20 Interest on a Payment Bond Time Deposit with a principal amount of $1,000,000 or greater is compounded daily. You may designate a Payment Bond Time Deposit to have a fixed maturity and not automatically renew at maturity. If you do not designate fixed maturity, we will automatically renew your time deposit after the grace period. If you designate fixed maturity and do not withdraw your funds at maturity, we will place the funds in your time deposit account into a non-interest-earning account. Public Funds Time Deposit Public Funds Time Deposit accounts are available to public agencies and are collateralized in accordance with the government codes applicable to the public agency. Except as described below, Public Funds Time Deposit accounts are subject to the terms and conditions of the Time Deposit account. Minimum Deposit to Open the Account: Maturity Term Opening Deposit 7 days to 60 months... $ 1,000 The availability of maturities longer than one year, or balances of $1,000,000 and over, is subject to market conditions and the Bank s policy. Interest is calculated on a simple interest basis (no compounding), using the number of days in a year as stipulated by state laws governing public funds accounts. Please refer to the laws in your state for more information. Interest may be paid by check or deposited to another Union Bank checking or savings account, and is paid quarterly or at maturity for terms 3 months or less. Public Funds Time Deposit accounts may not be automatically renewed. Foreign Currency Time Deposit Foreign Currency Time Deposit (FCTD) accounts are offered by Union Bank and are available in several different currencies. An FCTD allows the account Owner to maintain a foreign currency balance without having to open or maintain a bank account in a foreign currency. An FCTD account offers a maturity term from one month to one year and is interest-bearing. Interest rates will vary based on currency. FCTDs are insured by the FDIC for up to the equivalent permissible limit in U.S. dollars. Principal deposited is subject to exchange rate risk, which may adversely impact the amount of interest and principal returned in U.S. dollar terms. Foreign Currency Time Deposits require the maintenance of a U.S. dollar-denominated checking, savings, or other qualifying Union Bank account. For more information and a full product disclosure, contact the Investment Banking & Markets Foreign Exchange Department at FRAUD DETECTION, DETERRENCE, AND SAFEGUARDING YOUR ACCOUNT There are precautions that you can and should take to decrease the risk of unauthorized transactions from your account(s). Such precautions include, but are not limited to: Safeguarding and not disclosing to third parties information about your account, such as your account number(s). Safeguarding materials and information that can be used to access your account, including, but not limited to, your checkbook; blank or unused checks and deposit slips; electronic access devices, including Deposit Cards, ATM Cards and Debit Cards; personal identification numbers (PINs); security tokens; and any passwords or other access-related information, to prevent them from being misused by an unauthorized party. Calling us immediately if you suspect any problem with your account or if your account, card, PIN, other access code, or other service might be compromised in any way. Placing stop payments immediately on your checkbook or unused checks if lost, stolen, or misplaced. Reviewing carefully your checkbook and unused checks for unauthorized activity if you suspect that any of these items may have been stolen or tampered with, or if you are the victim of theft or your property is burglarized. Keeping accurate records of your transactions. Promptly and carefully reviewing your statements for unauthorized activity or missing deposits. Closing your account immediately upon discovery of any known or suspected unauthorized activity. When you report missing, stolen or unauthorized checks, we may recommend that any account(s) that has been compromised by unauthorized or fraudulent activity be closed. If you decline this recommendation and elect to leave your account open, we shall not be liable to you for subsequent losses on the account due to unauthorized activity, and we may require you to indemnify us for any losses we incur as well. Maintaining close control over your facsimile signature devices to immediately detect any unauthorized use of those devices. Issuing any checks with care to avoid alterations or forgeries. Precautions include, without limitation, using a dark-colored permanent ink to write out your checks, making sure the numeric and written amounts match and are readable, and making sure there are no blank or open spaces in the body of the instrument where words or figures are to be inserted. Segregating employee duties whenever possible. For instance, payables personnel should not be responsible for reconciling bank accounts. In addition, we make available to you certain products and services designed to detect and/or deter fraud. While no product or service can provide complete protection from all potential sources of risk or fraud, we believe that using available Bank products in conjunction with appropriate internal controls within your operation can reduce the likelihood of fraud on your account. Such products include, but are not limited to: Positive Pay provides early fraud detection and prevention when issuing checks on an account, and allows you to block payment of unauthorized checks. 31