uthorisation and greement for ... - bank of america

of 57 IAA/V12/APR2016

AUTHORISATION AND AGREEMENT FOR INTERNATIONAL ACCOUNTS

The undersigned, vested with the authority to sign on behalf of:

………………………………………………………………………………………………….

a company incorporated in:

………………………………………………………………………………………………….

whose registered office is located at:

………………………………………………………………………………………………..

………………………………………………………………………………………………..

………………………………………………………………………………………………..

with tax registration number (TIN/VAT/equivalent if applicable):

………………………………………………………………………………………………..

request(s) that the Accounts listed overleaf be opened and confirm(s) the acceptance of the account opening and

operating terms and conditions set out in this International Account Agreement (the “Agreement”).

The undersigned hereby specifically agree(s): (a) to the terms and conditions set out in the clauses headed “Required

Documents; Authorised Signatories; Telephone, Facsimile, Electronic Mail and SWIFT Instructions (Clause 3), Duty of

Care (Clause 4), Statements, Cheques and Notices (Clause 6), Set-Off (Clause 7), Amendments and Termination (Clause

8), Data and Transactional Processing, Confidentiality and Consent to Disclosure of Customer Information (Clause 9)”;

and (b) that it has received at least five (5) days to review the terms of Schedule 4 hereto or it has waived the five (5) day

period and confirms that it has reviewed and will comply (to the extent applicable) with Schedule 4.

By:

.....................................................…….…. and ……........................................................

(Authorised Signatory) (Authorised Signatory)

....................................................……….. ........……….............................................

(Name) (Name)

.....................................................…….…. ...................………...................................

(Title) (Title)

…………………………………………..

(Date)

Your address for statements (if different to your registered office address stated above):

………………………………………………………………………………………………..

………………………………………………………………………………………………..

………………………………………………………………………………………………..


Requested Accounts

Account Name Currency & Type* of

Account

Branch

*Applicable to Accounts in Asia only – please refer to the Guidelines for completing the International Account

Agreement for details of Account types available in each branch

By:

and

___________________________________ __________________________________________



Details Regarding Company and Account Ownership

Details Regarding the Purpose of the Account(s)

By:

and

___________________________________ __________________________________________


Please complete this box as fully as possible, including details of public ownership/stock market listing of

the ultimate holding company. You may append a legal organisation chart if that is helpful.

The shares of the company are owned by:

The ultimate holding company is:

The shares of the ultimate holding company are listed on the ___________stock exchange under the

symbol______________________

Please indicate whether or not there is one or more beneficial owners of the company and in case there is one

or more, please provide full identification details:

Please indicate whether or not there is an underlying principal on behalf of which the company is acting and

if there is one, please provide full identification details:

Please advise the purpose of the requested Account(s), including details of the source of funds expected to

come into the Account(s).


AUTHORISATION/SPECIMEN SIGNATURE DOCUMENT

Account Name : ……………………………………………………………………………….…………...

LIMITATIONS ON AUTHORISED SIGNATORIES

A:

B:

C:

D: Authorisation of

Telephone and Fax

Instructions *SEE

COMMENT BELOW

SPECIMEN SIGNATURES – please sign within the area of the box

Name Function / Title Signature Categories

1.

2.

3.

4.

5.

Authorisation and Certification

I/We confirm that the above mentioned named persons(s) is/are authorised to sign as described above on behalf of

the company first named on the page entitled “Authorisation and Agreement for International Accounts” and the

signatures shown above are true representations of the signatures of such named person(s)

Signature: …..…………………..……… Name: ………………………………………………...

Title: …..…………………..……… Date: ………………………………………………...

Signature: …..…………………..……… Name: ………………………………………………...

Title: …..…………………..……… Date: ………………………………………………...

*(unless this category D is assigned below to Authorised Signatories, any Authorised Signatories specified below to

whom any of categories A, B and/or C is assigned is authorised to give telephone and fax instructions subject to any

applicable limitation above.)


INTERNATIONAL ACCOUNT AGREEMENT

INTRODUCTION

Thank you for choosing the Bank of America Corporation group of financial institutions for your international cash

management business needs. We appreciate the opportunity to serve you. If you have any questions about our extensive

array of cash management services or about this Agreement, please contact your cash management representative.

The terms “we”, “us” and “our” refer to each of the Bank of America Corporation* subsidiary banks which provide you

with banking account arrangements in the applicable jurisdictions referred to in Schedule 1.

The terms “you” and “your” refer solely to the company first named on the page entitled “Authorisation and Agreement

for International Accounts”.

The term "Party" refers to one of "us" or "you" (as the context requires) and the term "Parties" refers to "us" and "you".

By signing and returning this Agreement, you agree to the terms and conditions that are set out herein which are

applicable to the Accounts (as defined in Clause 1.1). Any additional Accounts which we subsequently open for you will

also be governed by the terms and conditions of this Agreement. You may begin using each additional Account once we

have received any additional documents, properly executed and in such form as we may require.

Whenever you use any of the Accounts governed by this Agreement, you agree to be bound by these terms and

conditions.

This Agreement dated as of the date appearing on the attached signature page is made between us (acting for and on

behalf of ourselves and our subsidiaries and affiliates which shall include our successors, transferees and assigns) and

you.

1. SCOPE OF AGREEMENT, GOVERNING LAW AND AUTHORITY

1.1 The terms and conditions set out herein shall govern all relations between the Parties in connection

with the accounts from time to time maintained by you with us (the "Accounts") and shall supersede

all previous mandates or account agreements between the Parties. Unless otherwise specified in

writing, you will establish and maintain all Accounts as principal and you represent and warrant that

you are the sole beneficial owner of the Accounts and that any funds that are from time to time

deposited in any Account are not derived from any unlawful activity.

1.2 You agree that in each of the jurisdictions in which you maintain any Accounts, these terms and

conditions shall be deemed to comprise a separate agreement and that each such agreement and

all non-contractual or other obligations arising out of or in connection with such an agreement

shall be governed by and construed in accordance with the laws of the jurisdiction in which such

Account is maintained.

1.3 In respect of each Account, you irrevocably submit to the courts of the jurisdiction in which such

Account is maintained and undertake not to plead inconvenient forum in relation to any

proceedings arising out of or in connection with such Account or the agreement relating thereto

(including a dispute regarding the existence, validity or termination of the agreement or relating

to any non-contractual or other obligation arising out of or in connection with such agreement or

the consequences of its nullity).

1.4 Without prejudice to Clause 1.3, you further irrevocably agree that any proceedings arising out

of or in connection with an Account or this Agreement may be brought by us in any competent

court of any competent jurisdiction in which you are or any Account is located and you

irrevocably submit to the non-exclusive jurisdiction of each such court.

1.5 The supplemental terms and conditions set out in Schedule 1, Schedule 1A, Schedule 1B, Schedule 1C,

Schedule 2, Schedule 3, Schedule 4, and Schedule 5 shall be incorporated into and form part of this

Agreement.

1.6 You confirm that the Authorised Signatories executing this Agreement (including the Schedules hereto)

on your behalf have been duly authorised by you to execute this Agreement, grant the authorisations

and accept the terms set forth herein on your behalf, each in accordance with your constitutive

documents and applicable law.

* Bank of America Corporation is not an Authorised Deposit-taking Institution within the meaning of the Banking Act

1959 of Australia nor is it regulated by the Australian Prudential Regulation Authority.


2. OPERATION OF ACCOUNTS

2.1 We are authorised:

(i) to honour all cheques, orders to pay, bills of exchange and promissory notes expressed to be

drawn, signed, accepted or made by or on behalf of you, drawn upon or addressed to or

payable at us, whether your relevant Account is in credit or in debit or may thereby become

overdrawn or otherwise;

(ii) to honour any orders to withdraw any or all monies on any deposit or other Account or any

instructions to deliver or dispose of any of your securities, documents or other property held

by us from time to time whether by way of security, safe custody or otherwise, using any

clearing system that we deem appropriate;

(iii) to act on any instruction with regard to the purchase or sale of foreign exchange, to accept and

act on any application for the issue of a letter of credit and any instructions in relation to any

letter of credit and to act on any instructions with regard to any other transactions of any kind

with regard to any such Account, in every case under this Clause 2.1(iii) whether the relevant

Account is in credit or in debit or may thereby become overdrawn or otherwise;

(iv) to rely solely on the identifying number of any account, intermediary or beneficiary’s bank

provided to us, even if it differs from the name of the account or bank; and

(v) to rely and act on any advice from you regarding monies which you expect to be received for

credit to any Account.

PROVIDED THAT in each case the instructions are:

(a) delivered electronically and authenticated in accordance with such electronic transfer

agreement(s) as may be agreed in writing between the Parties from time to time; or

(b) delivered in writing, with your stamp (where applicable), by an Authorised Signatory or

Authorised Signatories in accordance with such authority and limitations on authority as may

be agreed from time to time between the Parties; or

(c) delivered by telephone, facsimile, electronic mail or SWIFT (authenticated or otherwise)

message (in such format as may be specified by us from time to time) as provided in Clause

3.4.

2.2 We shall accept deposits on your behalf and credit funds to any designated Account, provided however

that we have the right to refuse any deposit in the event that the acceptance of such deposit would

contravene applicable laws, regulations or our policy (such policy being a policy generally applicable

to our account holding customers from time to time) and you represent that you are entitled to such

funds. We will notify you as soon as is practicable in all circumstances of any refusal under this Clause

2.2 unless we are prohibited from doing so by applicable laws or regulations.

2.3 This Agreement shall not be construed as an agreement by us to provide credit to you and we shall not

be obliged to act on any instructions from you in relation to any Account if:

(i) the relevant Account is in debit or may become overdrawn if we were to action the instruction,

or

(ii) to do so would be contrary to our policy (such policy being a policy generally applicable to

our account holding customers from time to time) or to the request, requirement or policy of

any regulatory, governmental, fiscal, monetary or other body or authority to which we are

subject or submit, whether or not such request, requirement or policy has the force of law.

Unless otherwise agreed in writing, you will repay any overdrafts and pay all interest, fees and other

expenses on demand.

We will notify you as soon as is practicable in all circumstances of any refusal under this Clause 2.3

unless we are prohibited from doing so by applicable laws or regulations.

2.4 In the absence of an express agreement to the contrary, the proceeds of any deposit, remittance advice,

document, cheque or other instrument shall not be available to you until we have received collected and

available funds. If, however, we do give immediate credit, and

(i) any such deposit, remittance, document, cheque or other instrument is not honoured when due,

or

(ii) final settlement is not received, or


(iii) the respective funds are not freely and immediately available, repatriable or convertible to a

commonly traded currency,

then we may, without notice, reverse the credit entry together with related interest and reasonable costs.

We will notify you of any credit entry reversed under this Clause 2.4, as soon as reasonably practicable

in all the circumstances.

2.5 Unless otherwise agreed in writing, our liabilities with respect to any Account shall be payable only at

the branch at which such Account is maintained.

2.6 You may not assign, mortgage, charge or pledge, or create or permit to subsist any lien, security

interest or encumbrance or any interest, right or claim of any third party on or with respect to, all or any

of your right, title or interest in or to any Account (including deposits and credit balances) except in our

favour or with our prior written consent.

3. REQUIRED DOCUMENTS; AUTHORISED SIGNATORIES; TELEPHONE, FACSIMILE

ELECTRONIC MAIL AND SWIFT INSTRUCTIONS

3.1 You shall furnish us with:

(i) such documents regarding you, your use of your Accounts, your Authorised Signatories, your

directors, officers, shareholders and beneficial owners as we may reasonably request from

time to time, including those documents specified in any required document list and in

Schedules 1 and 2;

(ii) a list of specimen signatures of the directors, company secretary and other officials authorised by you in relation to the operation of the Accounts; and

(iii) a certified true specimen of your stamp that is to be used in relation to the operation of the

Accounts where use of such stamp has been agreed between the Parties.

3.2 Subject to Clause 3.3, you shall promptly notify us in writing (by way of letter or through other

channels specifically agreed by us) of any change in the identity of any Authorised Signatory and shall

furnish to us specimen signatures of any additional or substitute Authorised Signatories. Any such

notice will not be effective until we receive such notice and have a reasonable time to act on it. Until

such notice becomes effective, we may rely on the existing list of Authorised Signatories. For the

avoidance of doubt, Clause 11 shall not apply to notices given pursuant to this Clause 3.2.

3.3 The scope of any limitations on the authority of the Authorised Signatories shall be agreed between the

Parties from time to time. In the absence of any express limitation, you hereby confirm that the

authority of a single Authorised Signatory is sufficient for all purposes in relation to the Accounts.

3.4

(i) You request and authorise us (but we are not bound) to rely upon and act in accordance with

any instruction or communication (each an “Instruction”) which may from time to time be, or

purport to be (whether by reason of forgery, alteration or otherwise), given by or on behalf of

you by telephone, facsimile, electronic mail or SWIFT (authenticated or otherwise) message,

regardless of the circumstances prevailing at the time of an Instruction. We will be entitled to

treat any Instruction as fully authorised by and binding upon you and we shall be entitled (but

not bound) to act and take such steps in connection with or in reliance upon an Instruction as

we may in good faith consider appropriate. This is whether an Instruction includes or is an

instruction to pay money or otherwise to debit or credit any Account, or relates to the

disposition of any money, securities or documents, or purports to bind you to any agreement

or other arrangement with us or with any other person or to commit you to any other type of

transaction or arrangement whatsoever, regardless of the nature of the transaction or

arrangement or the amount of money involved and notwithstanding any error or

misunderstanding or lack of clarity in the terms of an Instruction. The above is subject to the

authorities delegated to the persons listed on the Authorisation/Specimen Signature

Document, as amended in writing from time to time. We will inform you of telephone

extensions which must exclusively be used. You acknowledge that telephones may be

connected to a voice recording system and agree to any and all recording of telephone calls

between the Parties and that any recordings may be used as evidence in a court of law. You

will ensure that any of your representatives making such calls have agreed to such recordings

before calling us. If our records about any communication differ from yours, our records will

govern. In the case of any dispute, you will be entitled to listen to these recordings.


(ii) Without prejudice to the generality of the foregoing and notwithstanding anything in Clause 4

that may be interpreted to the contrary, you agree that we will not be liable for any losses or

damages that you may suffer or incur in relation to your Accounts if we act on:

(a) any telephone or electronic mail Instruction, whether or not such Instruction is

authorised by an Authorised Signatory; or

(b) an Instruction transmitted by facsimile upon which the purported signature of one or

more Authorised Signatories appears or if other details in the Instructions are altered or

otherwise forged; or

(c) an Instruction given by SWIFT (authenticated or otherwise) message, whether or not

such Instruction is authorised,

provided only that, in the case of sub-paragraph (a) or (b), as applicable, of this Clause 3.4(ii),

we act in good faith believing such person to be an Authorised Signatory or such signature to

be genuine. In consideration of us acting in accordance with the terms of this Clause 3.4, you

agree to indemnify us and to keep us indemnified from and against any and all losses, claims,

actions, proceedings, judgments, liabilities, demands, damages, costs and expenses (including

without limitation, legal fees and allocated costs for in-house legal services) (collectively

"Damages") incurred or sustained by us of whatever nature and howsoever arising except in

the event such Damages are directly caused by our fraud, gross negligence or wilful

misconduct. This indemnity shall survive the termination of this Agreement without limit in

time.

4. DUTY OF CARE

4.1 In all transactions and matters relating to the relationship between the Parties, both Parties shall

exercise reasonable care.

4.2 Without prejudice to the generality of Clause 4.1, we shall exercise reasonable care in verifying the

signatures and/or your stamp, where applicable, appearing on written instructions from you, but we

shall not be liable for any loss or damage caused by or arising from the execution of instructions which

have been altered or on which the signatures have been forged where such alteration or forgery could

not be detected by using reasonable care.

4.3 We shall have no obligation to take any action in respect of instructions that in our opinion are

incomplete, incorrect, vague or ambiguous. If we make a telephone call to you to confirm a telephone,

facsimile, electronic mail or SWIFT (authenticated or otherwise) instruction, and the call cannot be

completed for any reason to the required number of Authorised Signatories for the relevant transaction,

then the instructions may, in our discretion, be considered as incomplete and consequently we shall

have no obligation to take any action in respect of such instructions.

4.4 We will not be liable for and will be excused from any distortion, failure or delay in performing our

obligations under this Agreement if (i) such distortion, failure or delay is caused by circumstances beyond

our reasonable control, including, but not limited to, legal constraint, emergency conditions, action or

inaction of governmental, civil or military authority, fire, labour dispute, war, riot, theft, natural disaster,

Act of God, breakdown of any supplier, failure or interruption of service on telecommunications line,

equipment failure, or any act, omission, negligence or fault of yours or any person over which we have no

control or (ii) we reasonably believed that our action would have violated any law, guideline, decree, rule

or regulation of any governmental authority, court injunction or court judgment. No such distortion,

failure or delay will constitute a breach of this Agreement.

4.5 We shall not be liable for any loss, damage, cost or expense caused by delays, errors or omissions in

the transmission or carrying out of instructions or for any other action or failure to act under or in

connection with this Agreement, unless such loss, damage, cost or expense has been caused by our

negligence, fraud or wilful misconduct and in no event will we be liable for any loss, damage, cost or

expense of any nature, arising from or in relation to economic loss, loss of business, profits, revenue,

goodwill and anticipated savings, special damages, loss of or corruption to data, loss of operation time,

loss of contracts or any indirect, consequential, exemplary or punitive loss.

4.6 Furthermore, we shall not be liable for any loss, damage, cost or expense caused by delays, errors or

omissions in the transmission or carrying out of instructions or for any other action or failure to act

under or in connection with this Agreement due to the act or omission of third parties (including but not

limited to any clearing house association or processor, any regulatory authority or central bank, any other

financial institution or any private or common carrier communication or transmission facility, any time-

sharing supplier or any mail or courier service), and no such person or entity will be deemed our agent.


4.7 The limitations of our liability set out in this Clause 4 will apply in case of claims based on contractual

liability as well as in case of claims based on non-contractual liability.

5. INTEREST AND FEES

5.1 We shall pay interest on credit balances on the Accounts where permitted by applicable laws and

regulations and you shall pay interest on debit balances on the Accounts, in each case at the rates and in

accordance with the arrangements agreed between the Parties from time to time and, in the absence of

express agreement, in accordance with our usual practice in relation to Accounts in the relevant

jurisdiction as notified to you from time to time.

5.2 You shall pay and we are authorised to debit from any of the Accounts:

(i) all our fees, charges, costs (including for non-receipt of monies advised to be received by us),

out of pocket expenses and commissions at the rates and in accordance with the arrangements

agreed between the Parties from time to time and in the absence of express agreement at the

rates and in accordance with the arrangements generally applied by us in the relevant

jurisdiction as notified to you from time to time, and

(ii) all duties and other third party charges relating to the Accounts and we shall be entitled to

assume, unless otherwise informed in writing, that no debits or deposits to any such Accounts

are exempt from any such duty or charge.

6. STATEMENTS, CHEQUES AND NOTICES

6.1 We shall provide statements of account in such detail and for such periods as may be agreed with you

from time to time and, in the absence of express agreement, in accordance with our usual practice or,

where required, applicable law in relation to Accounts in the relevant jurisdiction as notified or made

available to you from time to time.

6.2 You shall examine all statements of account, advice, confirmations and notices received from us and

promptly notify us in accordance with Clause 11 or by contacting your client services representative by

email or telephone of any inaccuracies, discrepancies, unauthorised debits or other unauthorised

transactions or improper entries arising from whatever cause (including but without limitation forgery,

fraud, lack of authority or negligence of yours or any other person). Absent manifest errors, you agree

that the statement of account, whether in electronic form or otherwise, shall, as between the Parties, be

conclusive evidence as to the balance shown therein and that the statement of account shall be binding

upon you, by which you shall be deemed to have agreed to waive any rights, to raise objections or

pursue any remedies against us in respect thereof unless you notify us in writing of any such

inaccuracies, discrepancies, unauthorised debits or other unauthorised transactions or improper entries

within thirty (30) days of the date the electronic statement has been made available by us or the paper

statement of account is first mailed to you by us, whichever occurs first.

6.3 We are authorised to mail, facsimile or send by electronic means all statements, notices and other

communications at your risk to your address or using the details provided by you when the Accounts

were opened or any other address or details subsequently communicated by you to us in writing.

6.4 We will provide you with blank cheques upon receipt of your request in writing. Unless you

specifically request that we provide the blank cheques to a person designated by you to collect the

cheques, all blank cheques will be mailed to your address given when the Accounts are opened or any

other address subsequently communicated by you to us in writing. We are authorised to act on

instructions with respect to the provision of blank cheques. You agree to destroy all blank and unused

cheques provided by us to you upon closing or being notified of closure of the relevant Account.

6.5 You shall promptly notify us in accordance with Clause 11 of the loss or theft of any cheque, bill of

exchange or promissory note.

6.6 If, on your instruction, documents are kept at our premises for collection, and are not collected by you

within thirty (30) days of production, we are authorised to mail these documents to your address given

when the Accounts are opened or any subsequent address subsequently communicated by you to us in

writing.


7. SET-OFF

7.1 We may (at any time and without prejudice to any of our other rights howsoever arising and without

prior notice or demand for payment) combine, consolidate or merge all or any of the credit and/or debit

balances of the Accounts or may retain, apply or set off any money held in any Account in any

currency towards payment of any amount owing by you to us. We shall be entitled to accelerate the

maturity of any fixed term deposit. For the purposes of this Clause 7, we may effect currency

conversions at such times or rates as we may think reasonable and may effect such transfers between

any Accounts as we consider necessary.

7.2 Without prejudice to the foregoing, we may at any time require the payment on demand of the debit

balance on any Account without considering the credit balance on any other Account.

8. AMENDMENTS AND TERMINATION

8.1 Unless otherwise expressly agreed, this Agreement shall remain in full force and effect for so long as

you maintain any Account with us.

8.2 Subject to local law or regulations, any amendment hereto will be effective upon reasonable prior

notice in writing being given to you of such amendment. By continuing to operate the Accounts after

such notice you will be deemed to have accepted such amendment.

8.3 As a condition to the opening and operation of any Account in a jurisdiction, you shall deliver to us any

documents specified by us in a required document list in relation to that jurisdiction in addition to those

documents specified in Schedule 1 and 2.

8.4 In countries where you already maintain Accounts, additional Accounts will be opened and existing

Accounts will be closed upon receipt of a written request by you, signed by any Authorised Signatory,

unless otherwise specifically provided in any authority or limitation on authority agreed between the

Parties.

8.5 Whenever we agree to open an Account, any additional supplemental terms and conditions (in addition

to those in Schedule 1, Schedule 1A and Schedule 1B which are incorporated in accordance with

Clause 1.5) applicable to the operation of any such Account will become an integral part of this

Agreement and this Agreement shall be deemed to have been amended by the addition of such terms

and conditions. If requested to do so by us, you shall immediately appoint, and notify to us the name

and address of, an agent for service of process for documents and proceedings in any jurisdiction and

thereafter you shall undertake to maintain at all times an agent for services of process in such

jurisdiction.

8.6 Either Party may at any time close any or all of the Accounts and terminate the relationship between

the Parties by giving not less than thirty (30) days prior written notice to the non-terminating Party to

do so. Once the period of notice has expired any affected Accounts will cease to accrue credit interest

and any credit balance thereon will be placed at your disposal. Unless otherwise expressly agreed in

writing, we shall be entitled at any time to cancel any relevant credit commitments and outstandings

and to demand immediate payment of our claims (whether direct or contingent) in respect of any

affected Accounts. Thereafter any outstanding amounts owed to us by you shall accrue debit interest in

accordance with Clause 5.1.

9. DATA AND TRANSACTIONAL PROCESSING, CONFIDENTIALITY AND CONSENT TO

DISCLOSURE OF CUSTOMER INFORMATION

9.1 Data transactional processing may, subject to all applicable laws, be entrusted by us to any of our

offices, branches, subsidiaries, affiliates or units including such offices, branches, subsidiaries,

affiliates or units located abroad. You agree that we may transfer any data relating to the Accounts or

to your relationship with us to such branches, subsidiaries, affiliates or units and carry out any

transactional and data processing at such locations as we may consider appropriate.

9.2 Except as otherwise provided in this Agreement, we agree to take customary and reasonable

precautions to maintain the confidentiality of all information in connection with this Agreement or

other information respecting you and/or your Accounts and business with us, provided to us by you or

otherwise known to us ("Customer Information").

You acknowledge and agree that we may disclose Customer Information to our other offices and

branches and to our subsidiaries, affiliates or units: (i) to perform our obligations or provide the

services under this Agreement, or such other services as we may agree with you from time to time; (ii)

to carry out and/or facilitate transactional and data processing; (iii) for information management or


banking relationship purposes; (iv) to comply with applicable laws or regulations; and (v) for the

purposes of conducting credit assessments. For the purposes of this Clause 9, to the extent permissible

by applicable laws and regulations, you agree to waive the banking secrecy laws, if any, of the country

or countries where you and the Accounts are located with respect to such data and Customer

Information.

9.3 In relation to Customer Information that is about identifiable individuals (such as the person(s) we deal

with at your organisation in relation to the Accounts) (“Personal Data”), except as otherwise provided

in this Clause 9, we will only process that Personal Data or disclose it to our offices, branches,

subsidiaries, affiliates or units: (i) to perform our obligations and provide the services under this

Agreement, or such other services as we may agree with you from time to time; (ii) to carry out and/or

facilitate transactional and data processing; (iii) for information management or banking relationship

purposes; (iv) to comply with applicable laws or regulations; and (v) for the purposes of conducting

credit assessments.

We may engage third parties to provide storage, information technology, transactional, data processing

and other services to us and in those circumstances, they will be required to treat Personal Data (and

other Customer Information) solely in accordance with our instructions.

We may disclose Customer Information (including Personal Data) to certain other third parties

including, without limitation, SWIFT, any country’s central bank or any other bank or financial

institution, any clearing house association or processor or clearing system, transaction beneficiaries,

any private or common carrier communication or transmission facility, any time-sharing supplier or

any mail or courier service to perform our obligations or provide the services under this Agreement, or

such other services as we may agree with you from time to time, or to facilitate transactions. You

hereby acknowledge and agree that we may disclose Customer Information (including Personal Data)

to such third parties.

For the purposes set out in this Clause 9.3, you are informed that we may transfer or disclose Personal

Data to recipients located in a jurisdiction other than where you or your Account(s) are located. This

may involve transfers to countries which may not have well developed data protection legislation and

where the individuals identified by the Personal Data may not have rights under data protection

legislation in those jurisdictions, to which you hereby agree. In addition to relying on your consent, we

may have taken measures to ensure that the Personal Data are protected by entering into, where

appropriate, data transfer agreements. However, we only intend to transfer or disclose Personal Data to

our offices, branches, subsidiaries, affiliates and units and to third parties as described above and in

Clause 9.4.

9.4 You further consent to the disclosure of Customer Information (including Personal Data subject to

compliance with applicable data protection law) by us, or any offices, branches subsidiaries, affiliates

or units (i) at the request of any governmental, regulatory, securities exchange or other similar agency

or authority to which we are subject or submit or to which any such office, branch, subsidiary affiliate

or unit is subject or submits; (ii) to our or its professional advisers or auditors; (iii) pursuant to

subpoena or other court process, or to the extent required in connection with any litigation between us

or any offices, branches, subsidiaries, affiliates or units and you; (iv) that has become public other than

through our breach of these confidentiality obligations; (v) which is obtained by us from a third party

who is not known by us to be bound by a confidentiality agreement with respect to that Customer

Information; or (vi) when otherwise required to do so in accordance with any applicable laws,

regulations or governmental process.

9.5 Before you or anyone on your behalf discloses Personal Data relating to your legal representatives,

employees and other individuals to us or anyone on our behalf in connection with this Agreement, you

shall ensure that the individuals to whom those Personal Data relate are aware of (i) the proposed

disclosure to us; (ii) our identity (including our registered office address); (iii) the information set out

in Clause 9; (iv) that they may have rights of access to and correction or deletion of their Personal Data

under data protection law as well as a right to object to the processing of their information on

legitimate grounds; and (v) that they should contact you if they wish to seek to exercise those rights.

Should an individual with rights, as described in sub-paragraph (iv) above, contact you pursuant sub-

paragraph (v) in order to exercise such rights, you should promptly notify us of this and provide such

details of the request made by the individual as we may require.

Notwithstanding the forgoing, should an individual with such rights indicate to you that they wish to

contact us directly to exercise such rights, you shall notify the individual that they should contact the

relationship manager with whom you usually deal and provide the individual with the relevant contact

details.


9.6 You acknowledge and agree that failure to provide Customer Information (including Personal Data)

when requested may result in certain services not being available to you or other consequences as

notified at the time of request.

9.7 Where you and/or your Account(s) are located within the European Economic Area (the "EEA"), you

acknowledge that transfers and disclosures made pursuant to this Clause 9 may be made to recipients in

countries outside the EEA.

10. MISCELLANEOUS

10.1 You will advise us without delay of any change in your legal status, name, address or capacity, of any

change to your constitutional documents or your rights with respect to the Accounts and of any other

change affecting your business relations with us. Any such notice will only be effective upon receipt

by us and after we have had a reasonable time to act on it.

10.2 You agree to obtain all approvals and make all reports required by any relevant law or regulation then

prevailing in connection with your transactions.

10.3 The Parties will abide by any requests, requirements, rules, regulations or policies of any regulatory,

governmental, fiscal, monetary or other body or authority to which you or we are subject at any time

and you agree to take all necessary action (including but not limited to your executing further

documents or providing to us further information or documents as we deem necessary and/or closing of

your affected Account(s)).

10.4 The invalidity, illegality or unenforceability of a provision of this Agreement does not affect or impair

the continuation in force of the remainder of this Agreement.

10.5 Where this Agreement is executed by the Parties in English and another language, the Agreement in the

English language shall prevail in the case of inconsistency between those executed versions, unless

otherwise required by applicable law or regulation.

10.6 Subject to paragraph 7 of the introduction to this Agreement under which rights are expressly granted

to third parties, a person who is not a party to this Agreement has no right to enforce any term of this

Agreement.

11. NOTICES

11.1 Unless otherwise provided, a notice under or in connection with this Agreement (a "Notice"):

(i) shall be in writing;

(ii) shall be in the English language; and

(iii)

(a) in the case of a Notice to be provided to you, such Notice may be mailed, faxed, or sent

by electronic means by us to your address or using the details given by you when the

relevant Account was opened or any other address or details subsequently

communicated by you to us in writing; or

(b) in the case of a Notice to be provided to us, such Notice may be mailed, faxed, or sent

by electronic means by you to us using the address or details of the local branch or your

client services representative as communicated by us to you in writing when the

relevant Account was opened or any other address or details subsequently

communicated by us to you in writing for the purposes of this Clause 11.

11.2 Unless otherwise provided, a Notice given under Clause 11 is effective when actually received.

12. INTERPRETATION

In this Agreement:

(i) unless the context otherwise requires, words denoting the singular number only shall include

the plural and vice versa;

(ii) references to Clauses and Schedules are to clauses of and schedules to this Agreement;

(iii) references to this Agreement include the Schedules hereto;


(iv) references to this Agreement and/or any Schedules shall be construed as referring to the same

as from time to time amended, varied, supplemented or substituted;

(v) “Authorised Signatory” means any person (whether legal or natural) from time to time

authorised by you for the purposes of this Agreement; and

(vi) “SWIFT” means the international electronic message-transfer service known as the Society

for Worldwide Interbank Financial Telecommunication.


SCHEDULE 1

Supplemental Terms and Conditions applicable in respect of particular jurisdictions where Accounts

are maintained

Where an Account is maintained in a jurisdiction which is set out below, the additional terms and conditions relating to

that jurisdiction shall be incorporated into and form part of the Agreement relating to such Account.

Australia

(a) Bank of America, N.A. (“BANA”) is a foreign ADI, or authorised deposit-taking institution, under the Banking

Act 1959 (Commonwealth). As a foreign ADI, we are required to notify you that provisions in the Banking Act

1959 (Commonwealth) (“Banking Act”) for the protection of depositors do not apply to foreign ADIs including

BANA. For example, depositors with foreign ADIs do not receive the benefit of the following protections:

(i) Deposits are not covered by the financial claims scheme and are not guaranteed by the Australian

Government;

(ii) Deposits do not receive priority ahead of amounts owed to other creditors. This means that if a foreign ADI

(such as BANA) was unable to meet its obligations or suspends payment, its depositors in Australia would

not receive priority for repayment of their deposits from the foreign ADI’s assets in Australia;

(iii) A foreign ADI is not required to hold assets in Australia to cover its deposit liabilities in Australia. This

means that if the foreign ADI ( such as BANA) was unable to meet its obligations or suspends payment it is

uncertain whether depositors would be able to access the full amount of their deposit;

(iv) the Australian Prudential Regulatory Authority’s (“APRA”) power to take control or appoint an

administrator to take control of an ADI in the interests of depositors in the event of insolvency or

suspension of payments does not apply to a foreign ADI including BANA ; and

(v) the requirement for an ADI to immediately inform APRA if it considers it is likely to become unable to

meet its obligations or is about to suspend payment does not apply to a foreign ADI including BANA.

Section 11F of the Banking Act states that if a foreign ADI (such as BANA) (whether in or outside Australia)

suspends payment or becomes unable to meet its obligations, the assets of the ADI in Australia are to be

available to meet the ADI’s liabilities in Australia in priority to all other liabilities of the ADI. Note that deposits

held outside Australia may not have the benefit of this provision. Further, section 86 of the Reserve Bank Act

1959 (Commonwealth) states that debts due by an ADI (such as BANA) to the Reserve Bank of Australia shall

in a winding-up of BANA have priority over all other debts of the ADI.

(b) In accordance with the Australian Prudential Standard APS 222, we are required to notify you that, with the

exception of BANA none of the Bank of America Merrill Lynch (“Bank of America Merrill Lynch”) entities

in Australia is authorised as an Authorised Deposit-taking Institution under the Banking Act 1959 of Australia

or subject to prudent regulation by the APRA.

Furthermore, unless expressly stated:

(i) financial products issued by such Australian Bank of America Merrill Lynch entities, excluding

BANA, do not represent liabilities of BANA and the investment performance of such financial

products is not guaranteed by BANA;

(ii) financial transactions entered into by such Australian Bank of America Merrill Lynch entities,

excluding BANA, do not represent liabilities of BANA and are not guaranteed by BANA; and

(iii) other obligations assumed by such Australian Bank of America Merrill Lynch entities, excluding

BANA, do not represent liabilities of BANA and are not guaranteed by BANA.

(c) This Agreement and any supplementary documents are intended for use only by “Wholesale Clients” as defined

in section 761G of the Corporations Act 2001 (Commonwealth) (“Corporations Act”). In no circumstances

may this Agreement or supplementary documents be made available to a "Retail Client" as defined in section

761G and 761GA of the Corporations Act.

(d) You acknowledge that, prior to your consent to disclosures of Personal Data to overseas recipients pursuant to

Clause 9.3, we have expressly informed you that it is a consequence of such consent that, if an overseas

recipient handles the personal data in breach of the Privacy Act 1988 (Commonwealth), we are not accountable

under the Privacy Act and you may not be able to seek redress under the Privacy Act or in the overseas

jurisdiction.

(e) In respect of any credit balances on your Accounts, we place sums on deposit at certain institutions including,

for example, relevant central banks. Where, as a result of market conditions (including, for example, the

imposition of negative interest rates by such institutions), we incur a fee and/or charge in respect of, or in


connection with, the placing of such deposits, we may charge you a fee. In the event that we decide to charge

you such a fee, it shall be identified in your client statement. The fee will reflect fees and/or charges incurred

by us in respect of the relevant deposit facilities.

Belgium

(a) Clause 7.2 shall be renumbered as 7.3 and a new Clause 7.2 shall be inserted as follows:

"You hereby pledge to us, as security for the due performance of any obligation owing from you to us in

connection with this Agreement (as amended from time to time) or any Account, all the sums deposited from

time to time on any Account and all your claims against us for the repayment of the credit balance of any

Account and for the payment of interest thereon."

(b) In addition to the reporting and disclosure of customer information referred to in Clause 9, we may

communicate on an annual basis details of the bank accounts you hold with us, the agreements you enter into

with us, and certain other client information, to the Central Contact Point maintained by the National Bank of

Belgium (NBB), established at Berlaimontlaan 14, 100 Brussels, unit "Central Contact Point" (in Dutch:

"Centraal Aanspreekpunt"; in French: "Point de Contact Central"). This requirement for us to report

information to the Central Contact Point is set out in Article 322, §3 of the Belgian Income Tax Code which

provides that credit institutions that are active in Belgium must communicate certain client information, and the

bank accounts held, and contracts entered into, by their clients, to the Central Contact Point.

We may communicate the following information to the Central Contact Point:

(i) if you are a company registered with the Belgian Crossroadsbank for Enterprises: your enterprise

number;

(ii) if you are not registered with the Belgian Crossroadsbank for Enterprises: your full name, legal form

and country of establishment.

When we report information to the Central Contact Point on an annual basis we will report inter alia (i) the list

of bank accounts you held (jointly or individually) at any time during the year for which our report is

established, and (ii) all agreements (as defined in the applicable legislation) you have entered into with us at any

time during the year for which our report is established.

The Belgian tax administration may, in certain circumstances and following the procedure set out in the law,

have access to the information held by the Central Contact Point.

You are entitled to obtain sight of the information which the Central Contact Point holds with respect to you. If

any information is incorrect or should not have been recorded by the Central Contact Point, then you have the

right to have such information corrected or deleted by us.

We understand the information recorded in the Central Contact Point will be retained by the Central Contact

Point for a period of maximum 8 years, starting on the last day of the calendar year during which client

information was communicated to the Central Contact Point for the last time.

For the purposes of the Belgian data protection legislation, the National Bank of Belgium has been appointed as

the entity responsible for the processing of the information held by the Central Contact Point.

Canada

NOTICE

(a) Deposits with the Canada Branch are NOT insured by the Canada Deposit Insurance Corporation.

Bank of America, National Association, Canada Branch is authorized to carry on business in Canada pursuant to

the Bank Act. Its primary supervisor, The Office of the Comptroller of the Currency in the United States of

America, is responsible for the supervision of the total business and affairs of Bank of America, National

Association. Its business in Canada is supervised by the Office of the Superintendent of Financial Institutions.

For more information, you can contact the Office of the Superintendent of Financial Institutions at:

Office of the Superintendent of Financial Institutions

255 Albert Street

Ottawa, Ontario

K1A 0H2


By executing this Agreement, you acknowledge receipt of this notice.

(b) Subject to any specific instructions given in writing by you to us and acknowledged by us, you hereby waive in

favour of us every requirement for presentment, dishonour, notice of dishonour, protest or notice of protest of all

bills of exchange, promissory notes, cheques, orders for the payment of money, securities, coupons, notes and

other instruments drawn, made, accepted or endorsed by you and now or hereafter delivered to any of our

branches for any purpose whatsoever, and you shall be liable to us in respect thereof as if presentment,

dishonour or protest had been duly made or notice of dishonour or protest duly given. If we should consider that

any endorsement on an instrument is other than that of yours or for any other reason, at the discretion of any

officer, employee or agent of ours, the same may be noted and protested accordingly, but we shall not in any

event be liable to you for any failure or omission to note or protest any instrument. Without limiting the

foregoing, we may refuse, without liability, to accept, honour, certify, pay or process any bills of exchange,

promissory notes, cheques, orders for the payment of money, securities, coupons, notes or other instruments that

do not comply with applicable laws or standards.

(c) It is the express wish of the Parties that this Agreement and all related documents be drawn up and executed in

English. Il est la volonté expresse des parties que cette convention et tous les documents s’y rattachant soient

rédigés et signés en anglais.

(d) We may disclose Customer Information to a person or entity that appears to have a legitimate need for such

Customer Information including, without any limitation, any credit bureau or reporting agency and any party

purporting to have granted, or to be considering granting credit to you.

(e) Certain information about directors, officers and authorised signatories is required in connection with the

establishment of Accounts in Canada. This information will be retained at our Canadian branch and is available

upon request.

(f) In furtherance of Clause 1.2 of this Agreement in respect of Accounts maintained with our Canadian branch, the

terms and conditions set out in this Agreement, including the Schedules, shall be governed by the laws of the

province of Ontario and the federal laws of Canada applicable therein.

(g) Without limiting the generality of Clause 4.5, you agree not to make or pursue and you hereby waive,

irrevocably, any present or future claim against us for interest which you have or may hereafter have pursuant to

subsection 48(3) of Canadian Payments Association By-law No. 7 – LVTS adopted under the Canadian

Payments Act (Canada) (as such subsection may be amended from time to time or replaced), notwithstanding

that we have not fulfilled all or part of our obligations set out in sections 43 to 47 and 49 under such By-law (as

they may be amended from time to time or replaced), provided that we have not acted negligently with regard to

the performance of our obligations thereunder.

(h) For the purposes of Clause 5.2 of this Agreement, such Clause shall constitute an express agreement between

you and us as to the fees, charges and costs relating to the Accounts and the maintenance of the Accounts at our

Canada Branch. You acknowledge that you have received our schedule of charges, fees and costs in respect of

maintaining your Canadian Accounts as at the date of this Agreement.

(i) You will be notified in writing 30 days prior to the effective date of any increase of any fees, costs and

charges applied to your Accounts at our Canadian branch or of any additional charges applicable to your

Accounts maintained at our Canadian branch.

(j) If you have any complaints related to charges applied to your Accounts with the Canadian branch, you should

contact our Client Services Department at 1-800-387-1729 (Local) or 1-800-387-1135 (U.S.) or by email at

[email protected]. You may also contact the Ombudsman for Banking Services and

Investments (OBSI) within 180 days after you receive a final response from us. The contact information for

OBSI is as follows: Ombudsman for Banking Services and Investments, 401 Bay Street, Suite 1505, P.O. Box 5,

Toronto, ON M5H 2Y4, telephone: 1-888-451-4519, fax: 1-888-422-2865, email: [email protected]. In

addition, if you have a complaint in respect of the obligations of the Canadian branch under a consumer

provision you may communicate that complaint in writing to the Financial Consumer Agency of Canada 427

Laurier Ave. West, 6th Floor, Ottawa, Ontario K1R 1B9 or through its website at www.fcac-acfc.gc.ca.

France

(a) You represent and warrant that you are neither a public sector entity nor a private entity operating in the public

sector, falling within section 5 of the French Language Act dated 4th

August 1994 (no. 94-665). Furthermore,

you acknowledge that you are fluent in the English language and do not wish to be provided with a French

translation of this Agreement or any related documents or notices.

(b) You acknowledge that the interest rate applicable to any overdrawn Account shall be as advised by us from time

to time.


(c) You acknowledge that all Accounts, irrespective of their nature, type or currency will constitute accounting

subsidiaries of a single, indivisible account with us.

(d) For the purposes of Clause 7, currency conversions shall be effected to the extent permitted by applicable

mandatory laws or regulations.

(e) Clause 7.1 shall be replaced with the following:

"We may (at any time and without prejudice to any of our other rights howsoever arising and without prior

notice or demand for payment) combine, consolidate or merge all or any of the credit and/or debit balances

of the Accounts or may retain, apply or set off any money held in any Account in any currency towards

payment of any amount owing by you to us. We shall be entitled to accelerate the maturity of any fixed

term deposit. For the purposes of this Clause 7, we may effect currency conversions at such times we may

think reasonable and at our prevailing exchange rates at the time of the conversion. We may effect such

transfers between any Accounts as we consider necessary."

(f) Our rights to make disclosures pursuant to Clause 9 shall be exercised in accordance with Article L. 511-33 of

the Code monétaire et financier, and (for the avoidance of doubt) any other rights to disclose that are provided

for in such Article.

Germany

(a) To the extent that we provide you with certain local products and services in Germany, standard German

banking terms (the "AGB-Banken") and certain Special Conditions may also apply to our account relationship

with you. For the avoidance of doubt, our account relationship with you is governed by this Agreement. In the

event of any inconsistency between this Agreement and the AGB-Banken, this Agreement shall prevail.

(b) Clause 3.4(ii) shall be amended to read as follows:

"In consideration of us acting in accordance with the terms of this Clause 3.4, you agree to indemnify us

and to keep us indemnified from and against any and all losses, claims, actions, proceedings, judgments,

liabilities, demands, damages, costs and expenses (including without limitation, legal fees and allocated

costs for in-house legal services) (collectively "Damages") incurred or sustained by us of whatever nature

and howsoever arising provided that you caused such Damages by your negligence or wilful misconduct

except in the event such Damages are directly caused by our fraud, gross negligence or wilful misconduct."

(c) Clause 4.5 shall be amended to read as follows:

"We shall not be liable for any loss, damage, cost or expense caused by delays, errors or omissions in the

transmission or carrying out of instructions or for any other action or failure to act under or in connection

with this Agreement and in no event will we be liable for any loss, damage, cost or expense of any nature,

arising from or in relation to economic loss, loss of business, profits, revenue, goodwill and anticipated

savings, special damages, loss of or corruption to data, loss of operation time, loss of contracts or any

indirect, consequential, exemplary or punitive loss unless such loss, damage, cost or expense has been

caused by our negligence, fraud or wilful misconduct."

(d) Clause 5.1 shall be amended to read as follows:

"We shall pay interest on credit balances on the Accounts where permitted by applicable laws and


accordance with the arrangements agreed between the Parties from time to time and, in the absence of

express agreement, at such rates as we may determine using our reasonable discretion."

(e) Subparagraph (i) of Clause 5.2 shall be amended to read as follows:

"all our fees, charges, costs (including for non-receipt of monies advised to be received by us), out of

pocket expenses and commissions at the rates and in accordance with the arrangements agreed between the

Parties from time to time and in the absence of express agreement at such rates as we may determine using

our reasonable discretion, and"

(f) Clause 7.1 shall be replaced with the following:

"We may (at any time and without prejudice to any of our other rights howsoever arising and without prior

notice or demand for payment) combine, consolidate or merge all or any of the credit and/or debit balances

of the Accounts or may retain, apply or set off any obligations due in any currency towards payment of any

amount owing by you to us. For the purposes of this Clause 7 we may effect currency conversions at such

times or rates as we may think reasonable and may effect such transfers between any Accounts as we

consider necessary."

(g) A new Clause 7.3 shall be inserted as follows:


"For the avoidance of doubt, you may only set off claims against us if your claims are undisputed or have

been confirmed by a final court decision."

(h) The time period specified in Clause 6.2 shall be amended, for Accounts maintained in Germany, to six (6)

weeks.

(i) The supplemental terms and conditions relating to the Payment Services Directive set out in Schedule 1B shall

be incorporated into and form part of the Agreement relating to Accounts maintained in Germany.

(j) In respect of any credit balances on your Accounts, we place sums on deposit at certain institutions including,

for example, the relevant central banks. Where, as a result of market conditions (including, for example, the



you such a fee, we will inform you of such fee and it shall be identified in your client statement by giving two

months' prior notice by email. The fee will reflect fees and/or charges incurred by us in respect of the relevant

deposit facilities. The fee will become effective after the lapse of two months following our notice unless you

object by giving written notice before the end of the business day that precedes the date on which the fee takes

effect in accordance with the notification. You are entitled to terminate the Account Agreement by giving

notice to 26 Elmfield Road, Bromley, Kent BR1 1WA, Attention: Client Services within two months following

our notice. We will inform you of the effects of objection and non-objection and of your termination right in our

notice.

Greece

(a) We shall be entitled to recover from you and you hereby authorise us to collect by debiting from your

Account(s) any costs incurred by us in relation to responding to a notice of garnishment affecting your

Account(s), made or purported to be made under article 24 of Law 2915/2001, as in force from time to time,

including any legal fees and allocated costs for in-house legal services.

(b) Unless otherwise agreed with us in writing, telephone instructions are not permitted in connection with any

Accounts maintained in Greece.

(c) For the purposes of Clause 5.2 of this Agreement, such Clause shall constitute an express agreement between

the Parties as to the fees, charges and costs relating to the Accounts and the maintenance of the Accounts at our

Greek branch. You acknowledge that you have received our schedule of charges, fees and costs in respect of

maintaining your Greek Accounts as at the date of this Agreement. You will be notified in writing 30 days prior

to the effective date of any increase of any fees, costs and charges applied to your Accounts at our Greek branch

or of any additional charges applicable to your Accounts maintained at our Greek branch.

(d) Without prejudice to the provisions of Schedule 1A (Supplemental Terms and Conditions relating to the

Payment Services Directive for Accounts held in an EEA Member State (except for Accounts held in Germany)),

to the extent that Accounts maintained in Greece are considered in-scope for purposes of Law 3862/2010, as

amended from time to time (the “Greek Payment Services Directive Law”):

(i) we hereby make use of our right to derogate from the applicability of Articles 28 – 47, 49 par. 1, 51 par. 3,

56, 58, 59, 60, 63, 71 of the Greek Payment Services Directive Law; and

(ii) pursuant to Article 48 par. 1 of the Greek Payment Services Directive Law, the notice period set out in

Clause 6.2 of this Agreement shall apply to the provision of information regarding unauthorised or

defectively executed payment transactions.

(e) Clause 7.1 is amended as follows:

"Subject to applicable law or regulations, we may (at any time and without prejudice to any of our other

rights howsoever arising and without prior notice or demand for payment) combine, consolidate or merge

all or any of the credit and/or debit balances of the Accounts or may retain, apply or set off any money held

in any Account in any currency towards payment of any amount owing by you to us, whether or not

matured, due or ascertained. In the latter case, we shall be entitled to set off an amount estimated by us in

good faith, to be the amount of that obligation. We shall be entitled to accelerate the maturity of any fixed

term deposit. Subject to applicable laws and regulations, for the purposes of this Clause 7 we may effect

currency conversions at such times or rates as we may think reasonable and may effect such transfers

between any Accounts as we consider necessary."

(f) To the extent that Personal Data processed in respect of your Account(s) is held with us in Greece, the data

controller is: Bank of America, National Association, Athens branch (68 V.Sofias Avenue), Tel. +30 210

7415200 or such other address as we may notify to you from time to time.

(g) You agree that the terms of this Agreement limiting our liability have been agreed upon following individual

negotiation between the Parties, which you agree and accept is sufficient for purposes of Article 332 of the

Greek Civil Code, as in force.


(h) The supplemental terms and conditions relating to Accounts held in Greece set out in Schedule 3 shall be

incorporated into and form part of the Agreement relating to Accounts maintained in Greece.

(i) By deviation of clauses 2.1(a) and 6.4 of this Agreement, we shall provide you with “Account Payable Only”

cheques only, as the meaning of such Cheques is described in Article 39 of Law 5960/1933. The payment of any

cheques drawn on our Athens branch will be hereinafter performed exclusively to bank accounts and not in

cash.

Hong Kong

(a) It is the express wish of the Parties that this Agreement and all related documents be drawn up and executed in

English.

(b) In respect of any credit balances on your Accounts, we place sums on deposit at certain institutions including,




you such a fee, it shall be identified in your client statement. The fee will reflect fees and/or charges incurred

by us in respect of the relevant deposit facilities.

(c) The following new Clause 2.7 shall be inserted at the end of Clause 2.6:

“2.7

2.7.1 e-Cheques Deposit Services provisions – applicability and definitions

(a) The provisions in this Clause 2.7 apply to our services relating to e-Cheques. The other provisions of

this Agreement which apply to paper cheques or generally to our services continue to apply to e-

Cheques and our e-Cheques Deposit Services to the extent that they are relevant and not inconsistent

with the provisions in this Clause 2.7. The provisions in this Clause 2.7 prevail if there is any

inconsistency between them and the provisions of this Agreement with respect to the e-Cheques

Deposit Services.

(b) For the purpose of the e-Cheques Deposit Services, the following terms have the following meanings:

"Bills of Exchange Ordinance" means the Bills of Exchange Ordinance (Cap. 19, Laws of Hong Kong),

as may be amended from time to time.

"Clearing House" means Hong Kong Interbank Clearing Limited and its successors and assigns.

"e-Cheque" means a cheque (including a cashier's order), issued in the form of an electronic record (as

such term is defined in the Electronic Transactions Ordinance (Cap. 553, Laws of Hong Kong)) with an

image of the front and back of the e-Cheque or e-cashier's order (as the case may be) and may be issued

in Hong Kong dollars, US dollars, Renminbi and such other currency(ies) as may be permitted under

the e-Cheque Drop Box Terms from time to time.

"e-Cheques Deposit Services" mean the services offered by us from time to time for depositing e-

Cheques.

"e-Cheque Drop Box" or "e-Cheque Drop Box Service" means an electronic drop box provided by the

Clearing House that accepts presentment of e-Cheques in respect of which an e-Cheque Drop Box user

must register an e-Cheque Drop Box Account with the Clearing House before presenting e-Cheques to

a Payee Bank Account, as this term may be amended from time to time in accordance with the e-

Cheque Drop Box Terms.

"e-Cheque Drop Box Account" means a user account for the e-Cheque Drop Box Service, and for

which each user must register with the Clearing House before using the e-Cheque Drop Box for

presenting e-Cheques for deposit into a Payee Bank Account, as this term may be amended from time

to time in accordance with the e-Cheque Drop Box Terms.

"e-Cheque Drop Box Terms" means all the terms and conditions prescribed by the Clearing House

from time to time for governing the e-Cheque Drop Box Service provided by the Clearing House and

the use of the e-Cheque Drop Box Service.


"Industry Rules and Procedures" means the rules and operating procedures governing the handling of e-

Cheques adopted by the Clearing House and the banking industry from time to time.

"Payee Bank" means the bank at which a Payee Bank Account is held.

"Payee Bank Account" means, in respect of each e-Cheque presented for deposit using the e-Cheques

Deposit Services, the bank account of the payee of the e-Cheque maintained with us into which the e-

Cheque is to be deposited which may be a sole name or a joint name account of the payee.

"Payer Bank" means the bank which digitally signed an e-Cheque created by its customer.

2.7.2 Nature and scope of e-Cheques Deposit Services

(a) We may provide e-Cheques Deposit Services at our discretion. If we provide e-Cheques

Deposit Services to you, you may deposit e-Cheques. In order to use the e-Cheques Deposit

Services, you have to provide such information and documents and accept such terms and

conditions which may be required or prescribed by us and the Clearing House respectively

from time to time. You may also be required to sign forms and documents prescribed by us

from time to time.

(b) e-Cheques Deposit Services allow you and other persons to present e-Cheques (whether

payable to you and/or any other holder of the Payee Bank Account) for deposit with us (as

Payee Bank), using the e-Cheque Drop Box Service offered by the Clearing House, in

accordance with Clause 2.7.3below.

(c) We may provide e-Cheques Deposit Services relating to e-Cheques that are issued in any

currency specified by us from time to time, including Hong Kong dollars, US dollars or

Renminbi.

(d) We have the right to set or vary from time to time the conditions for using the e-Cheques

Deposit Services. These conditions may include the service hours of the e-Cheques Deposit

Services (including cut-off times for presenting e-Cheques), and any fees and charges payable

by you for the e-Cheques Deposit Services.

2.7.3 e-Cheques Deposit Services

(a) The e-Cheques Deposit Services may allow presentment of e-Cheques issued in your favour

for deposit with us (as Payee Bank) at any of your Account(s) using the e-Cheque Drop Box

Service provided by the Clearing House.

(b) e-Cheque Drop Box Service

(1) The e-Cheque Drop Box Service is provided by the Clearing House. You are bound by

the e-Cheque Drop Box Terms in relation to your use of the e-Cheque Drop Box

Service. You are solely responsible for performing your obligations under the e-

Cheque Drop Box Terms.

(2) In order to use the e-Cheque Drop Box Service, you are required by the e-Cheque

Drop Box Terms to register an e-Cheque Drop Box Account with one or more Payee

Bank Account for presenting e-Cheques. Subject to the e-Cheque Drop Box Terms,

you are allowed to register an e-Cheque Drop Box Account with a Payee Bank

Account that is your same-name account or an account other than your same-name

account. You are solely responsible for the presentment of all e-Cheques by you or

any other person using your e-Cheque Drop Box Account (including presentment of

any e-Cheques to a Payee Bank Account other than your same-name account).

(3) Any issue relating to the use of the e-Cheque Drop Box Service should be handled in

accordance with the e-Cheque Drop Box Terms. We may (but have no obligation to)

provide reasonable assistance to you. In particular, we do not have the electronic

record or image of any e-Cheque deposited using the e-Cheque Drop Box Service.


(4) We give no representation or guarantee, whether express or implied, relating to the

availability, quality, timeliness or any other aspect of the e-Cheque Drop Box Service

provided by the Clearing House. Unless otherwise stated in the e-Cheque Drop Box

Terms, you bear the responsibilities and risks relating to the use of the e-Cheque Drop

Box Service. We are not liable for loss, damage or expense of any kind which you or

any other person may incur or suffer arising from or in connection with the use of the

e-Cheque Drop Box Service.

2.7.4 Handling of e-Cheques, associated risks and our liabilities

(a) Handling of e-Cheques

You acknowledge and agree that we and other banks have to follow the Industry Rules and

Procedures in the handling, processing, presentment, payment, collection, clearance and

settlement of e-Cheques payable to you. Accordingly, we are entitled to collect any e-Cheque

payable to you by presenting that e-Cheque to the Payer Bank in accordance with the Industry

Rules and Procedures even if the Bills of Exchange Ordinance may not expressly provide for

presentment of e-Cheques or may specify other manner for presentment of cheques.

(b) Restriction of our liability

Without reducing the effect of the provisions in Clause 4 of this Agreement, in particular and

for clarity, we are not liable for loss, damage or expense of any kind which you or any other

person may incur or suffer arising from or in connection with the following (or any of them):

(1) use of the e-Cheque Drop Box Service by you or any other person, or the e-Cheque

Drop Box Terms;

(2) your failure to comply with your obligations relating to the e-Cheques Deposit

Services;

(3) presentment of any e-Cheque payable to you in accordance with the Industry Rules

and Procedures despite the provisions of the Bills of Exchange Ordinance; and

(4) any failure or delay in providing the e-Cheques Deposit Services, or any error or

disruption relating to the e-Cheques Deposit Services, caused by or attributed to any

circumstance beyond our reasonable control.

(c) Your confirmation and indemnity

(1) You accept the restriction of liabilities and disclaimers imposed by us and the

Clearing House in relation to the e-Cheques Deposit Services and the services

provided by the Clearing House respectively. You accept and agree to bear the risks

and the liabilities for depositing e-Cheques.

(2) Without reducing the effect of any indemnity given by you under this Agreement or

any other rights or remedies that we may have, you will indemnify us and hold us

harmless against the Damages which may be incurred or sustained by us as a result of

or in connection with our provision of the e-Cheques Deposit Services or your use of

the e-Cheques Deposit Services except in the event such Damages are directly caused

by our fraud, gross negligence or wilful misconduct. This indemnity shall survive the

termination of the e-Cheques Deposit Services without limit in time.”

India

(a) In relation to any Accounts which are opened and maintained with any Indian Branch, the term “we”, “us” and

“our” in this Agreement means Bank of America, N.A., Indian Branch where such account(s) is/are opened and

maintained.

(b) You hereby agree to submit such customer identity documents as may be demanded by us, including but not

limited to recent photographs, identity documents and proof of address of all signatories to the Account after the

expiration of the specific documentation review period associated with the customer account profile, as required

under the applicable Reserve Bank of India ("RBI") regulations.


(c) Funds in Accounts can be repatriated out of India only for such purposes as have been approved by the RBI

under their Trade and Exchange regulations.

(d) Any foreign exchange transactions must comply with the Foreign Exchange Management Act, 1999 and rules,

regulations and directions issued thereunder (as may be amended from time to time) ("FEMA"). If we require,

you must give requisite information or documents to us to evidence compliance with the provisions of FEMA.

If you do not give the requisite information or documents to us, we may not authorize a transaction and may

make a report to the Reserve Bank of India and/or any authority as may be required under applicable law.

(e) Irrespective of what is stated elsewhere in this Agreement, any changes in the terms and conditions with regards

to an Account maintained with and operated by Bank of America, N.A., Indian Branch will be posted on our

India specific website and shall be effective from the date stated on the website. You are therefore encouraged to

visit http://corp.bankofamerica.com/business/bi/india.

(f) Any changes to this Agreement that are required as a result of a change in applicable regulations made by an

applicable regulator, will be effective from the date that those regulations come into effect, without us being

required to issue any further intimation to you of such changes. Such changes will override the terms of this

agreement, in the event of any conflict.

(g) Telephone Instructions are not accepted by our branches in India.

(h) You shall open the Account with a minimum balance as may be prescribed by us. You shall be responsible for

maintaining such minimum balance. Failure to maintain the minimum balance prescribed by us may attract

service charges and such charges may be deducted by us from your Account.

(i) You agree that we have the right to close an Account without prior notice if we determine, in our absolute

discretion, that the Account has been operated unsatisfactorily or if the minimum credit balance as required by

us has not been maintained in the Account for such period as we may determine. Where we close an Account,

we shall pay to you any cleared funds held to your credit, after application of accrued debit or credit interest, if

any, by banker’s cheque in favour of you. We shall mail such cheque to your address or using the details given

by you when the relevant Account was opened or any other address or details subsequently communicated by

you to us in writing.

(j) You agree to receive account information only by way of a ‘statement of account’. We shall send 'statements of

account' to your address or using the details given by you when the relevant Account was opened or any other

address or details subsequently communicated by you to us in writing. You shall notify us in writing if you

wish to receive account information by way of a PassBook.

(k) Clauses 6.3 to 6.6 shall be renumbered as Clauses 6.6 to 6.9 respectively, and new Clauses 6.3, 6.4 and 6.5 shall

be inserted as follows:

"6.3 Alterations, if any, on cheques are required to be authenticated by the drawer’s signature against each

such alteration. We reserve the right to refuse payment of cheques that have been altered in any way

unless the alteration is authenticated by the drawer under full signature as per specimen on record with

us. Cheques should be drawn in such a way as to prevent alteration after issue and the drawer’s

signature should be uniform with that on record.

6.4 We may dishonour and/or return cheques unpaid which are altered, if considered by us to be

ambiguous or suspicious in any way, or if received for payment more than six months (being the

standard period), or such other period as we may specifically agree with you, after the date the cheque

is drawn. From the date on which the RBI’s Cheque Truncation System (“CTS”) is implemented in

India, we may, without further reference to you, dishonour and return cheque(s) unpaid which have

been received through clearing and which have been altered for the purpose other than for date

validation. For any change in the payee's name, courtesy amount (amount in figures) or legal amount

(amount in words), etc., you should use a fresh cheque form.

6.5 You should issue cheques on the Account only after making prior arrangement of funds in the account

to avoid returns/dishonour. If a cheque issued by you is required to be returned for insufficient balance

in the Account or for being in excess of arrangements, a penalty/charge may be levied by us. If any

cheque deposited by you is returned unpaid, service charges may be recovered from you. In case of

large number of returns/dishonours in the Account, we reserve the right to take corrective action for the

specific accounts as deemed fit."

http://corp.bankofamerica.com/business/bi/india


(l) Clause 7.2 shall be renumbered as Clause 7.3, and a new Clause 7.2 shall be inserted as follows:

"We shall have the paramount right of set-off and lien, irrespective of any other lien or charge, present as

well as future, on all the deposits held/ balances lying in any of your Accounts, to the extent of all amounts

payable by you arising as a result of any of our services extended to and/or used by you or as a result of

any other facilities that may be granted by us to you. Our rights hereunder shall not be affected by your

insolvency or winding-up."

(m) New Clauses 9.8, 9.9 and 9.10 shall be inserted as follows:

"9.8 You agree that we shall be entitled to outsource all or any of the data processing, retrieval and storage

activities from time to time in accordance with our internal policies and subject to regulations and

guidelines of the Reserve Bank of India (the "RBI").

9.9 We may disclose any relevant information to the Credit Information Bureau (India) Limited ("CIBIL")

and/or any other agency authorised by the RBI ("Other Agency"), as and when we deem it appropriate

and necessary and in accordance with normal banking practices in India.

9.10 In accepting the terms you agree that CIBIL or any Other Agency may use and process your

information as it deems fit and may provide such processed information to any financial Institutions

and/or any other persons as may be specified by the RBI."

Indonesia

(a) With regard to the use of cheques and/or giro orders, according to the prevailing Bank Indonesia Circular Letter

regarding bounced cheques and/or giro orders, you have to fulfill, among others, the following obligations:

(i) be responsible for the drawing down against cheques and/or giro orders received from us;

(ii) maintain sufficient funds in the Account at the minimum of nominal value of circulated cheques and/or

giro orders;

(iii) will not draw down against a bounced cheque and/or giro order for any reason whatsoever;

(iv) report the compliance with the obligation to settle any drawing down against a bounced cheque and/or

giro order within 7 business days of the rejection date;

(v) release us from all legal claims of any legal consequence arising from the rejection of a bounced

cheque and/or giro order;

(vi) comply with laws and regulations regarding cheques and/or giro orders; and

(vii) pay the stamp duty.

(b) Your right to use cheques and/or giro orders may be frozen and we will report your identity for the inclusion in

the Indonesia Central Bank Black List, if (i) you draw down against 3 or more different bounced cheques and/or

giro orders with nominal value of less than IDR 500 million each within 6 months or (ii) draw down against a

bounced cheque and/or giro order with nominal value of IDR 500 million or more.

(c) We shall close your Accounts if:

(i) you refuse to provide documents and information as requested by us in line with the applicable laws,

regulations and our policies and procedures; or

(ii) during a six months period, cheques drawn on an Account are returned for insufficient funds, three or

more times; or

(iii) a cheque with a nominal value of 1 Billion Indonesian Rupiahs or more is returned for the reason of

insufficient funds; or

(iv) you are placed on the Indonesian Central Bank Black List.

(d) when we close your Account, you must:

(i) maintain sufficient funds in the special account opened by us for the settlement of payment obligation

over cheques and/or giro orders in circulation; and

(ii) submit a statement on a duly stamped letter, which at least states that:

(A) all payment obligations from drawing down against cheques and/or giro orders have been

properly settled;

(B) no cheque and/or giro order remain in public circulation; and

(C) you are willing that your identity is to be recorded or recorded again in the Indonesian Central

Bank Black List, if in the future there are still bounced cheques and/or giro orders that satisfy

the criteria stipulated in item (b) above.

(e) The last sentence of Clause 6.4 is amended as follows:


“You agree to return the remaining blank cheques and/or giro orders to us if your right to use the

cheques and/or giro orders is frozen, your name has been recorded in the Indonesian Central Bank

Black List, or the Account is closed.”

(f) We shall not provide a cheque facility for foreign currency accounts. Instructions regarding the withdrawal of

funds from foreign currency accounts may be made using electronic instructions or using the prescribed letter

of authorisation provided to you by our Jakarta branch.

(g) Planned overdrafts on Accounts are not permitted for non-resident Accounts. Unplanned overdrafts, resulting

from technical clearing failures, may be granted at the branch’s sole discretion and must be funded within two

working days. Unplanned overdrafts may be subject to severe interest and other penalties.

(h) To prevent unplanned overdrafts, we require “Advice To Receive” messages for a total amount equaling the

total amount of outgoing payments per value date. On a case by case basis, we may waive this requirement.

(i) Telephone Instructions are not accepted by our Jakarta branch.

(j) A new Clause 8.7 shall be inserted as follows:

"You and we agree to waive the provisions of Article 1266 of the Indonesian Civil Code to the extent

that such a waiver is necessary for a termination of this Agreement without judicial determination.”

Ireland

In respect of any credit balances on your Accounts, we place sums on deposit at certain institutions including, for

example, the relevant central banks. Where, as a result of market conditions (including, for example, the imposition of

negative interest rates by such institutions), we incur a fee and/or charge in respect of, or in connection with, the placing

of such deposits, we may charge you a fee. In the event that we decide to charge you such a fee, it shall be identified in

your client statement. The fee will reflect fees and/or charges incurred by us in respect of the relevant deposit facilities.

Italy

(a) In accordance with the Bank of Italy Resolution of 29 July 2009, as amended and integrated, on rules

concerning transparency of transactions and banking services (the "Transparency Provisions"), statements of

account will be provided at least once a year.

(b) According to Clause 1.2, in Italy the Agreement shall be governed by and construed in accordance with Italian

laws including, in particular, the provisions set forth in the Legislative Decree No. 385 of September 1, 1993 (as

amended from time to time, the “Consolidated Banking Act”) and the implementing regulations thereof.

(c) The Summary Document, setting out all economic conditions (among which interest, rates, prices, fees, charges,

costs) applicable to this Agreement agreed with you, shall constitute an integral part of this Agreement.

(d) A new Clause 1.5-bis shall be inserted as follows:

“You shall be entitled to file any complaint with us. If we do not reply to your complaint within thirty (30)

days from the receipt thereof, or if you disagree with our reply, you have the right to file a petition with the

Arbitro Bancario Finanziario to reach an out-of-court settlement provided that: (a) in respect of complaints

concerning monetary claims you may have, the relevant value does not exceed €100,000.00; and (b) the

petition is filed within 12 months from the first complaint. You must give us prompt notice of such

petition. The lack of a previous petition with the Conciliatore Bancario Finanziario or the Arbitro

Bancario Finanziario, as the case may be, will prevent you from taking legal action in front of the

competent court.”

(e) Clause 1.3 shall be replaced by the following:

“In respect of an Account maintained in Italy, the Parties agree, without prejudice to the provisions of

Clause 1.5-bis, to plead exclusively the courts of Milan in relation to any proceedings arising out of or in

connection with such Account or the Agreement relating thereto (including a dispute regarding the

existence, validity or termination of the agreement or relating to any non-contractual or other obligation

arising out of or in connection with such agreement or the consequences of its nullity).”


(f) Clause 1.4 shall be replaced by the following:

“Without prejudice to Clause 1.3, you further irrevocably agree that any proceedings arising out of or in

connection with an Account or the Agreement relating thereto may be brought by us in any competent

court of any competent jurisdiction in which you are or any Account is located and you irrevocably submit

to the non-exclusive jurisdiction of each such court. Notwithstanding the above, the lack of a previous

petition with the Conciliatore Bancario Finanziario or the Arbitro Bancario Finanziario, as the case may

be, will prevent you from taking legal actions in front of the competent Italian court.”

(g) Clause 5.1 shall be replaced by the following:

"We shall pay interest on credit balances on the Accounts where permitted by applicable laws and


accordance with the terms and conditions set forth in the Summary Document and, in absence of express

agreement, in accordance with the Consolidated Banking Act. The interest on credit and debit balances

shall accrue on the same interest period basis."

(h) Subparagraph (i) of Clause 5.2 shall be replaced by the following:

"all our fees, charges, costs (including for non-receipt of monies advised to be received by us), out of

pocket expenses and commissions at the rates and in accordance with the arrangements agreed between the

Parties from time to time and in the absence of express agreement at the rates and in accordance with the

terms and conditions set forth in the Summary Document and, in absence of express agreement, in

accordance with the Consolidated Banking Act, and"

(i) Clause 6.1 shall be replaced by the following:

“We shall provide you, at our expense, with yearly statements of account on paper or on electronic support,

depending on your prompt choice, in such detail as may be agreed with you from time to time. You may

also choose to receive the statements of account on a semi-annual, quarterly or monthly basis but in each

case, you will be charged with the relevant expenses, in accordance with applicable laws and regulations

(including Article 127-bis of the Consolidated Banking Act)”;

(j) The time period specified in Clause 6.2 shall be amended for Accounts maintained in Italy to sixty (60) days.

(k) Clause 8.2 shall be replaced by the following:

“We may unilaterally modify rates, prices or other terms or conditions of this Agreement, even in a manner

unfavorable for you, in case of reasonable grounds, by means of at least a sixty (60) days prior written

notice, in compliance with the requirements and procedures set forth in Article 118 of the Consolidated

Banking Act. In particular, our proposal to vary contractual terms shall display the inscription “Proposta

di modifica unilaterale delle condizioni contrattuali”. Within the proposed date of entry into force of the

amendment, you may terminate the Agreement without penalty and account closing expenses and with the

application of the rates, prices, terms and conditions previously applied. If you do not terminate the

Agreement within such date, you will be deemed to have accepted such amendments, which will be

effective from the date indicated in our prior written notice. In case of unilateral amendments, you will

have the right to obtain, within reasonable time, an updated version of this Agreement, on paper or

electronic format.”

(l) A new Clause 8.7 shall be inserted as follows:

“Should you terminate the Agreement in accordance with Clause 8.6, in accordance with applicable laws

and regulations (including Article 127-bis of the Consolidated Bank Act), we shall not be entitled to debit

any penalties or expenses. Furthermore, but without prejudice to our rights under this Agreement, should

you terminate the Agreement and a positive balance exists on the Account, we shall credit such account as

you may specify, within sixty (60) days of receiving the details of such account.";

(m) A new Clause 10.7 shall be inserted as follow:

“Any direct or indirect reference to prices, fees and costs contained in this Agreement shall be intended to

be a reference to the Summary Document which is an integral part of this Agreement”

(n) Should you enter into any further agreement with us relating to ancillary services (i.e., Treasury Services,

International Treasury Services, European Lockbox, Single/multi-party Pooling Agreement, Customer Liquidity

services, physical cash concentration, Single/multi-party Zero Balance, or Single/multi-party Cross Currency

Pooling Agreement), the provisions listed below shall apply and shall supersede any conflicting or different

provision contained in the relevant terms and conditions:

“We may unilaterally modify rates, prices or other terms or conditions of this Agreement, even in a manner

unfavorable for you, in case of reasonable grounds, by means of a sixty (60) days prior written notice at

least, in compliance with the requirements and procedures set forth in Article 118 of the Consolidated


Banking Act. In particular, our proposal to vary contractual terms shall display the inscription “Proposta di

modifica unilaterale delle condizioni contrattuali”. Before the proposed date of entry into force of the

amendment, you may terminate the Agreement without penalty and account closing expenses and with the

application of the rates, prices, terms and conditions previously applied. If you do not terminate the

Agreement within such date, you will be deemed to have accepted such amendments, which will be

effective from the date indicated in our prior written notice. In case of unilateral amendments, you will

have the right to obtain, within reasonable time, an updated version of this Agreement, on paper or

electronic format.”

“We shall provide you, at our expense, with yearly statements of account on paper or on electronic support,

depending on your prompt choice, in such detail as may be agreed with you from time to time. You may

also choose to receive the statements of account on a semi-annual, quarterly or monthly basis but in each

case, you will be charged with the relevant expenses, in accordance with applicable laws and regulations

(including Article 127-bis of the Consolidated Banking Act). Such a statement shall be deemed to be

approved within sixty (60) days since you received it, unless you raise objections in respect thereof in

writing within the same term.”;

“You are entitled to terminate the Agreement at any time. Should you terminate the Agreement in

accordance with Clause 8.6, in accordance with applicable laws and regulations (including Article 127-bis

of the Consolidated Bank Act), we shall not be entitled to debit any penalties or expenses. Furthermore,

should you terminate the Agreement and a positive balance exists on the Account, we shall credit such

account as you may specify, within sixty (60) days of receiving the details of such account.";

“You shall be entitled to file any complaint with us. If we do not reply to your complaint within thirty (30)

days from the receipt thereof, or if you disagree with our reply, you have the right to file a petition with the

Arbitro Bancario Finanziario to reach an out-of-court settlement provided that: (a) in respect of complaints

concerning monetary claims you may have, the relevant value does not exceed €100,000.00; and (b) the

petition is filed within 12 months from the first complaint. You must give us prompt notice of such

petition. The lack of a previous petition with the Conciliatore Bancario Finanziario or the Arbitro

Bancario Finanziario, as the case may be, will prevent you from taking legal action in front of the

competent Italian court.

“Any direct or indirect reference to prices, fees and costs contained in this Agreement shall be intended to

be a reference to the Summary Document which is integral part of this Agreement”.

Japan

(a) Telephone instructions are not accepted by our Tokyo branch.

(b) You represent and warrant that you are not or will not in future fall within any of the following (herein after

“Boryokudanin, etc.”):

(i) an organised crime group (“Boryokudan”);

(ii) a member of a Boryokudan (“Boryokudanin”);

(iii) a former Boryokudanin who has withdrawn from a Boryokudan but less than 5 years have elapsed

since;

(iv) a sub-member of a Boryokudan (“Boryokudan jyunkoseiin”);

(v) a corporation related to a Boryokudan (“Boryokudan kanren gaisha”);

(vi) a racketeer attempting to extort money from a company by threatening to cause trouble at the general

stockholders’ meeting (“Soukaiya”) or acting as if advocating legitimate social causes (“Shakai

undou nado hyoubou goro”), or a special intelligence organized crime group (“Tokusyu chinou

boryoku syudan”), etc.;

(vii) a person or organization equivalent to any of the above howsoever described.

(c) In addition, you declare that you are not, and will not in the future, fall within any of the following:

(i) operating an entity having such relationship with Boryokudanin, etc. that shows their control over the

entity’s management;

(ii) operating an entity having such relationship with Boryokudanin, etc. that shows their substantial

involvement in the entity’s management;

(iii) operating an entity having such relationship with Boryokudanin, etc. that shows reliance on

Boryokudanin, etc. for the purpose of unfairly benefiting oneself, one’s own company or third parties

http://ejje.weblio.jp/content/group

http://ejje.weblio.jp/content/money

http://ejje.weblio.jp/content/company

http://ejje.weblio.jp/content/threatening

http://ejje.weblio.jp/content/cause

http://ejje.weblio.jp/content/trouble

http://ejje.weblio.jp/content/general

http://ejje.weblio.jp/content/meeting


or of damaging third parties;

(iv) operating an entity having such relationship that shows provision of funds or facilities to

Boryokudanin, etc.;

(v) operating an entity of which Board members or people substantially involved in its management have

socially condemnable relationship with Boryokudanin, etc.

(d) You undertake not to conduct, either in person or by engaging a third party, any of the following:

(i) claims made with forceful behavior and acts of violence;

(ii) unjust claims exceeding legal responsibilities;

(iii) use of threatening action or statements, or violent acts and behaviors in connection with any transaction

between the Parties;

(iv) acts and behaviors which may damage the credit or obstruct our business by spreading false rumors or

the use of fraudulent means or by force;

(v) other acts and behavior equivalent to the above howsoever described.

(e) If you fall within “Boryokudanin, etc.” or if you breach any of the declarations prescribed in paragraph (b), or

engage in any conduct prescribed in paragraph (c) or any representation or warranty made by you in paragraph

(b) is incorrect or misleading, we may at any time terminate this Agreement or close any or all of the Accounts

upon notice to you. Any such notice is deemed to be effective when we deliver or mail it to your address given

to us when the Accounts were opened or any other address subsequently communicated to us in writing.

(f) In the event that we decide to terminate this Agreement and/or close any or all of the Accounts pursuant to

paragraph (d) above, we shall not be liable for any losses or damages that you may suffer as a result thereof. In

addition, if we should suffer losses or damages as a result of any or all of the situations contemplated in

paragraph (d) above, you will indemnify us and hold us harmless from any and all such losses.

(g) You acknowledge and agree that:

(i) the funds held in the Account(s) are not insured: (1) under Article 53 of the Deposit Insurance Act of

Japan or any other deposit insurance scheme in Japan; or (2) by the Federal Deposit Insurance

Corporation or any other United States governmental agency;

(ii) in the event of the insolvency or bankruptcy of Bank of America N.A., you may not be able to access

funds held in the Account(s) on a timely basis; and

(iii) the solvency of Bank of America N.A.’s Tokyo Branch may be impacted by the solvency of Bank of

America N.A., which is subject to the jurisdiction of government authorities outside of Japan.

Malaysia

(a) Accounts maintained with Bank of America Malaysia Berhad (Company No. 310983-V) (“BAMB”) are subject

to the supervision of Bank Negara Malaysia (“BNM”) under the Financial Services Act 2013 (“FSA”). In

respect of Accounts held with BAMB, you represent and warrant that you shall ensure full compliance with the

provisions of the FSA and relevant laws, rules, regulations, orders and guidelines.

(b) Accounts maintained with Bank of America, National Association, Labuan Branch (Company No: LF 00304)

(“Labuan Branch”) are subject to the supervision of the Labuan Financial Services Authority (“LFSA”) under

the Labuan Financial Services and Securities Act 2010 (“LFSSA”). In respect of Accounts held with Labuan

Branch, you represent and warrant that you shall ensure full compliance with the provisions of LFSSA and

relevant laws, rules, regulations, orders and guidelines.

(c) All references to “we”, “us” and “our” in relation to such accounts are references to BAMB or Labuan Branch,

where applicable. Unless specifically mentioned otherwise, all references to “Malaysia” includes the Federal

Territory of Labuan. If this Agreement is executed by Bank of America Corporation or any of its subsidiary

banks other than BAMB/Labuan Branch, such executing party does so on behalf of itself, Bank of America

Corporation and each of its bank subsidiaries (including BAMB/Labuan Branch) and its affiliates. Other than

against BAMB/Labuan Branch, you have no rights against Bank of America Corporation and/or any of its

subsidiaries with respect to an Account held with BAMB or Labuan Branch, where applicable.

(d) If you are a resident of Malaysia as defined under the FSA , you acknowledge that there are, and that you are

fully aware of, prohibitions, restrictions and/or conditions applicable to certain dealings, payments, borrowings,

use and repatriation of funds out of Malaysia under Foreign Exchange Administration Notices (the “Notices”)

issued by BNM and other relevant policies, regulations and/or directives related to foreign exchange


administration which are, and may be issued from time to time by BNM and any other regulatory authorities of

Malaysia. You further represent and warrant to us that you are and shall continue at all times to be in full

compliance with the Notices and all such policies, regulations and/or directives and that you shall promptly

indemnify us and each of our officer or employee against any fines, penalties, cost, loss or liability incurred by

us (or our officer or employee) arising out of, or in connection with a breach of the aforementioned

representation and warranty.

(e) In accordance with the Dishonoured Cheques Information System ("DCHEQ") guidelines or such other relevant

guidelines issued by BNM from time to time ("DCHEQS Guidelines"), upon you committing a "bad cheque

offence" under the DCHEQS Guidelines and/or your name is included in the DCHEQ list of "bad cheque

offenders", we reserve the right to immediately and without further notice to you to close any or all of your

Accounts maintained in Malaysia and/or take such other action in relation to any or all of your Accounts

maintained in Malaysia as permitted under the DCHEQS Guidelines and you shall forthwith surrender to us all

unused cheques relating to such Account(s).

(f) If you are a small or medium-sized enterprise, you acknowledge and confirm that all information/disclosure

required to be informed/disclosed by us to you pursuant to BNM’s Guidelines on Product Transparency and

Disclosure relating inter alia, to (1) the availability and key features of the basic account; (2) the initial deposit

required to open an Account and the minimum deposit to be maintained in the Account; (3) the consequence of

not maintaining a minimum deposit e.g. the imposition of a monthly service fee; (4) the interest rate that will be

paid on the deposit, the frequency of interest payments and any circumstances that might affect the interest

payments; (5) the minimum deposit amount required for the Account to earn an interest; (6) information on

deposit rates including effective dates; (7) whether the Account is insured by Perbadanan Insurans Deposit

Malaysia (Malaysian Deposit Insurance Corporation) and other related information including the limit of

coverage for the Account; (8) all fees and charges on both standard and additional services applicable to a

deposit Account; (9) penalty that may be imposed if the current Account is overdrawn without a prior overdraft

arrangement or beyond the overdraft limit when overdraft arrangement exists; (10) any charge on any “stop

payment” instruction received from you; (11) any penalty charge applicable to early closure of an Account

within a specified time frame; (12) the implication of uplifting a fixed deposit before maturity; (13)

circumstances under which an Account is designated as inactive etc., have been informed/disclosed to you. You

have elected to have this Agreement and all related documents be drawn up and executed in English.

(g) Subject to any specific instructions given in writing by you to us and acknowledged by us, you hereby waive in

favour of us every requirement for presentment, dishonour, notice of dishonour, protest or notice of protest of all

bills of exchange, promissory notes, cheques and other documents drawn, made, accepted or endorsed by you

and now or hereafter delivered to any of our branches for any purpose whatsoever, and you shall be liable to us

in respect thereof as if presentment, dishonour or protest had been duly made or notice of dishonour or protest

duly given. If we should consider that any endorsement on an instrument is other than that of yours or for any

other reason, at the discretion of any officer, employee or agent of ours, the same may be noted and protested

accordingly, but we shall not in any event be liable to you for any failure or omission to note or protest any

instrument.

(h) For Accounts held with BAMB, to enable you to obtain a refund of the stamp duty paid on your blank and

unused cheques, you may prior to closing the Account, elect to surrender your blank or unused cheques to us.

(i) Your agreement and consent to us to disclose Customer Information shall, for the avoidance of doubt and,

without limiting the generality of Clause 9, also include disclosure to the holding company(s) of BAMB/Labuan

Branch.

(j) You represent and warrant that you shall ensure full compliance with the provisions of Personal Data Protection

Act 2010 (“PDPA”) and relevant rules and regulations (as may be applicable to the Personal Data) with respect

of the Personal Data in particular for the processing by and disclosure of the Personal Data to us and transfer by

us of the Personal Data as envisaged by Clause 9. You may obtain Bank of America Corporation’s latest and

full PDPA notice at this website:

http://corp.bankofamerica.com/documents/10157/582141/MalaysiaPDPANoticeConsentFeb2015.pdf. This

notice may be amended from time to time to reflect the changes in law, changes in business practices,

procedures and structure. It may not be practicable to notify changes in the PDPA notice to each customer.

(k) Clause 5.2(ii) shall be replaced by the following:

“all taxes, duties and other third party charges relating to the Accounts and we shall be entitled to assume, unless

otherwise informed in writing, that no debits or deposits to any such Accounts are exempt from any such duty or

charge.”

(l) You represent and warrant to us that you are in compliance with the Anti-Money Laundering, Anti-Terrorism

Financing and Proceeds of Unlawful Activities Act 2001 (“AMLA”) and relevant rules, regulations, orders,

guidelines and directives issued by BNM, LFSA and other regulatory authorities. You acknowledge that we are

required to identify, verify and monitor our customers and to conduct risk assessments relating to money

http://corp.bankofamerica.com/documents/10157/582141/MalaysiaPDPANoticeConsentFeb2015.pdf


laundering/terrorism funding on a periodic basis. You agree to cooperate, take action and provide any material

required by us from time to time for the purpose of conducting customer due diligence as required under

AMLA.

Mexico

NOTE: The International Account Agreement as well as the supplemental terms and conditions contained herein, shall be

considered as a specific contract, which has been negotiated between the Parties, and shall not be considered in any case

as a standard term contract or contract of adhesion.

(a) In relation to any Accounts which are opened and maintained with us, the terms “we”, “us” and “our” set forth

in this Schedule 1 and in the International Account Agreement (the “Agreement”) should mean Bank of

America Mexico, S.A., Institución de Banca Múltiple (“Bank of America Mexico”).

(b) You represent and warrant that you are a legally organized and validly existing company and authorized by its

corporate purpose and other provisions contained in its bylaws to enter into this Agreement.

(c) You acknowledge and accept that, pursuant to the terms established in the Bank Savings Protection Law (“Ley

de Protección al Ahorro Bancario”) and its applicable regulations, the money deposits will only be guaranteed

up to an amount equivalent to 400,000 (four hundred thousand) UDIS (“Unidades de Inversión”)1 per any

account maintained with us.

(d) You represent and warrant that you have delivered to us the necessary documentation to enter into this

Agreement.

(e) You acknowledge that you have received and accepted our schedule of charges, fees and costs in respect of

maintaining your Accounts with us, as to the date of the Agreement.

(f) The Parties agree that in respect of the Accounts maintained with us, the terms and conditions set out in the

Agreement, including the Schedules attached thereto, shall be governed by the laws of Mexico.

(g) We shall comply with any and all obligations for banking institutions set forth in the applicable laws, rules and

regulations.

(h) Clause 1.3 should be replaced to read as follows:

“In respect of each Account maintained in Mexico, the Parties agree, without prejudice to Clause 1.5, to

irrevocably submit themselves to the courts of the jurisdiction in which such Account is maintained, and

undertake not to plead inconvenient forum in relation to any proceedings arising out of or in connection with

such Account or the agreement relating thereto (including a dispute regarding the existence, validity or

termination of the agreement or relating to any non-contractual or other obligation arising out of or in

connection with such agreement or the consequences of its nullity).”

(i) Clauses 1.5 and 1.6 shall be renumbered as Clauses 1.6 and 1.7 respectively, and a new Clause 1.5 shall be

inserted to read as follows:

“You shall be entitled to file any complaint with us. If we do not reply to your complaint within 45 (forty five)

calendar days from the receipt thereof, or if you disagree with our reply, you are entitled, pursuant to the Law

for the Protection and Defense of Clients of Financial Services (Ley de Protección y Defensa de los Usuarios de

Servicios Financieros; LPDUSF), to file a complaint with the Mexican Commission for the Protection and

Defense of Clients of Financial Services (Comisión Nacional para la Protección y Defensa de los Usuarios de

Servicios Financieros; CONDUSEF) to reach an out-of-court settlement, provided that; (i) in respect of

complaints concerning monetary claims, the amount does not exceed 3,000,000.00 (Three Million) UDIS; and

(ii) the complaint is filed within 2 (two) years from the day which originated the cause of such complaint. Such

proceeding should be executed pursuant to the provisions set forth in the LPDUSF.”

(j) Clauses 2.3, 2.4, and 2.5 shall be renumbered as Clauses 2.6, 2.7 and 2.8 respectively, and a new Clause 2.3

shall be inserted to read as follows:

2.3 “The deposits in foreign currency may only be made or increased by; (i) transfer of funds of bank deposits in

such foreign currency; (ii) delivery of legal documents in such foreign currency; or (iii) delivery of money in

such foreign currency.”

1 UDIS: It is price-level-adjusting unit of account used in Mexico, which is designated to retain its purchasing power and

provide a real rate of return due to the fact that it is subject to inflation.


(k) A new Clause 2.4 shall be inserted to read as follows:

2.4 “We shall pay any and all monies deposited with us in foreign currency, precisely in such same currency.”

(l) A new Clause 2.5 shall be inserted to read as follows:

“In case of deposits in foreign currency, you, or any Authorized Signatories, may only withdraw any or all

monies in the Account through; (i) transfer of funds; (ii) file of credit documents in such foreign currency; (iii)

delivery of such foreign currency at the branch where you or the Authorized Signatories intend to cash out any

or all monies; or (iv) the issuance of cheques.”

(m) Clause 2.6 shall be renumbered as Clause 2.10 and a new Clause 2.9 shall be inserted to read as follows:

“You shall open the Account with a minimum balance as may be prescribed by us. You shall be responsible for

maintaining such minimum balance. Failure to maintain the minimum balance prescribed by us may attract

service charges and such charges may be deducted by us from your Account.”

(n) A new Clause 2.11 should be inserted to read as follows:

“We reserve our right to execute and/or perform any transfer of funds in the event that such transfer of funds

would contravene applicable laws, regulations or our policy, or in the event that we consider such transfer of

funds illegally obtained pursuant to applicable laws, regulations, and/or our policy.”

Pursuant to the foregoing, the Agreement should be read as follows:

“2.1 We are authorised:

(i) to honour all cheques, orders to pay, bills of exchange and promissory notes expressed to be

drawn, signed, accepted or made by or on behalf of you, drawn upon or addressed to or payable at us,

whether your relevant Account is in credit or in debit or may thereby become overdrawn or otherwise;

(ii) to honour any orders to withdraw any or all monies on any deposit or other Account or any

instructions to deliver or dispose of any of your securities, documents or other property held by us from

time to time whether by way of security, safe custody or otherwise, using any clearing system that we

deem appropriate;

(iii) to act on any instruction with regard to the purchase or sale of foreign exchange, to accept and

act on any application for the issue of a letter of credit and any instructions in relation to any letter of

credit and to act on any instructions with regard to any other transactions of any kind with regard to

any such Account, in every case under this Clause 2.1(iii) whether the relevant Account is in credit or

in debit or may thereby become overdrawn or otherwise;

(iv) to rely solely on the identifying number of any account, intermediary or beneficiary’s bank

provided to us, even if it differs from the name of the account or bank; and

(v) to rely and act on any advice from you regarding monies which you expect to be received for

credit to any Account.

PROVIDED THAT in each case the instructions are:

(a) delivered electronically and authenticated in accordance with such electronic transfer

agreement(s) as may be agreed in writing between the Parties from time to time; or

(b) delivered in writing, with your stamp (where applicable), by an Authorised Signatory or

Authorised Signatories in accordance with such authority and limitations on authority as may be

agreed from time to time between the Parties; or

(c) delivered by telephone, facsimile, electronic mail or SWIFT (authenticated or otherwise)

message (in such format as may be specified by us from time to time) as provided for in Clause 3.4.

2.2 We shall accept deposits on your behalf and credit funds to any designated Account, provided

however that we have the right to refuse any deposit in the event that the acceptance of such deposit

would contravene applicable laws, regulations or our policy (such policy being a policy generally


applicable to our account holding customers from time to time) and you represent that you are entitled

to such funds. We will notify you as soon as is practicable in all circumstances of any refusal under this

Clause 2.2 unless we are prohibited from doing so by applicable laws or regulations.

2.3 The deposits in foreign currency may only be made or increased by; (i) transfer of funds of

bank deposits in such foreign currency; (ii) delivery of legal documents in such foreign currency; or

(iii) delivery of money in such foreign currency.

2.4 We shall pay any and all monies deposited with us in foreign currency, precisely in such same

currency.

2.5 In case of deposits in foreign currency, you, or any Authorized Signatories, may only

withdraw any or all monies in the Account through; (i) transfer of funds; (ii) file of credit documents in

such foreign currency; (iii) delivery of such foreign currency at the branch where you or the

Authorized Signatories intend to cash out any or all monies; or (iv) the issuance of cheques.

2.6 This Agreement shall not be construed as an agreement by us to provide credit to you and we

shall not be obliged to act on any instructions from you in relation to any Account if:

(i) the relevant Account is in debit or may become overdrawn if we were to action the instruction,

or

(ii) to do so would be contrary to our policy (such policy being a policy generally applicable to

our account holding customers from time to time) or to the request, requirement or policy of any

regulatory, governmental, fiscal, monetary or other body or authority to which we are subject or

submit, whether or not such request, requirement or policy has the force of law.

Unless otherwise agreed in writing, you will repay any overdrafts and pay all interest, fees and other

expenses on demand.

We will notify you as soon as is practicable in all circumstances of any refusal under this Clause 2.3

unless we are prohibited from doing so by applicable laws or regulations.

2.7 In the absence of an express agreement to the contrary, the proceeds of any deposit,

remittance advice, document, cheque or other instrument shall not be available to you until we have

received collected and available funds. If, however, we do give immediate credit, and

(i) any such deposit, remittance, document, cheque or other instrument is not honoured when

due, or

(ii) final settlement is not received, or

(iii) the respective funds are not freely and immediately available, repatriable or convertible to a

commonly traded currency,

then we may, without notice, reverse the credit entry together with related interest and reasonable

costs. We will notify you of any credit entry reversed under this Clause 2.4, as soon as reasonably

practicable in all the circumstances.

2.8 Unless otherwise agreed in writing, our liabilities with respect to any Account shall be

payable only at the branch at which such Account is maintained.

2.9 You shall open the Account with a minimum balance as may be prescribed by us. You shall be

responsible for maintaining such minimum balance. Failure to maintain the minimum balance

prescribed by us may attract service charges and such charges may be deducted by us from your

Account.

2.10 You may not assign, mortgage, charge or pledge, or create or permit to subsist any lien,

security interest or encumbrance or any interest, right or claim of any third party on or with respect to,

all or any of your right, title or interest in or to any Account (including deposits and credit balances)

except in our favour or with our prior written consent.


2.11 We reserve our right to execute and/or perform any transfer of funds in the event that such transfer

of funds would contravene applicable laws, regulations or our policy, or in the event that we consider

such transfer of funds illegally obtained pursuant to applicable laws, regulations, and/or our policy.”

(o) In addition to the documentation set forth in Clause 3.1 subparagraph (i) and Clause 8.3 of the Agreement, and

according to article 98 of the Mexican Credit Institutions Law (Ley de Instituciones de Crédito; LIC), you

should provide us the following information and documentation in connection with the company : (i) corporate

name; (ii) name(s) of the representative(s); (iii) the purpose of the company; (iv) the public deed of

incorporation; (v) Federal Taxpayers’ Registry (Registro Federal de Contribuyentes; RFC), if applicable; and

(vi) the registry date of the company before the Public Registry of Commerce (Registro Público de Comercio).

(p) Clause 7.1 should be replaced to read as follows:

“To the extent permitted by applicable laws and regulations, we may (at any time and without prejudice to any

of our other rights howsoever arising and without prior notice or demand for payment) combine, consolidate or

merge all or any of the credit and/or debit balances of the Accounts or may retain, apply or set off any money

held in any Account in any currency towards payment of any amount owing by you to us. We shall be entitled

to accelerate the maturity of any fixed term deposit, in case the term of any fixed term deposit is for our benefit

only. Subject to applicable laws and regulations, and for the purposes of this Clause 7, we may effect currency

conversions at such times we may think reasonable and at our prevailing exchange rates at the time of the

conversion. We may effect such transfers between any Accounts as we consider necessary."

(q) Our rights to make disclosures pursuant to Clause 9 shall be exercised in accordance with article 117 of the Ley

de Instituciones de Crédito and other applicable rules and regulations.

(r) In the event that the Account balance is not enough to cover the amount of checks issued by you, we may, at

our sole discretion and in accordance with articles 293 and 294 of the Mexican Negotiable Instruments and

Credit Transactions Law (“Ley General de Títulos y Operaciones de Crédito”), grant to you an overdraft credit

for an amount to be determined by us (the "Credit") in order to pay (i) the checks issued by you against the

Account, and/or (ii) the transactions carried out against such Account, on the same date as the disbursements are

made (the “Disbursement Date”). Should we grant the Credit to you, you shall pay to us all amounts disbursed

under the Credit on the corresponding Disbursement Date.

If you fail to comply with the obligations set forth in the preceding paragraph, you shall pay to us ordinary

interest on the outstanding balance as of the corresponding Disbursement Date and until the following Business

Day, at an interest rate equal to the 28th

day TIIE published in the Official Gazette of the Federation (“Diario

Oficial de la Federación”) (the "Interest Rate") multiplied times [*], on the corresponding payment date. In

addition, you shall pay on demand overdue interests in case you do not pay the Credit on time and/or ordinary

interests thereon, as of the following Business Day of the Disbursement Date, and until the date the Credit is

paid in full, at an interest rate equal to the Interest Rate multiplied times [*].

You hereby authorize us to charge directly into your Account all amounts due under the Credit, including the

principal amount thereof, ordinary interest, overdue interest and related costs and expenses.

We will not be liable in case we decide not to grant the Credit to you, or for any returned checks without enough

funds in the Account to pay such checks.

Netherlands

In respect of any credit balances on your Accounts, we place sums on deposit at certain institutions including, for

example, the relevant central banks. Where, as a result of market conditions (including, for example, the imposition of

negative interest rates by such institutions), we incur a fee and/or charge in respect of, or in connection with, the placing

of such deposits, we may charge you a fee. In the event that we decide to charge you such a fee, it shall be identified in

your client statement. The fee will reflect fees and/or charges incurred by us in respect of the relevant deposit facilities.

New Zealand

For the purpose of Accounts maintained in New Zealand, these are held with ASB Bank Limited and all

references to “we”, “us” and “our” in relation to such Accounts are references to ASB Bank Limited, P.O.Box 35,

Auckland, New Zealand. Bank of America has no rights against or obligations to you with respect to an Account

held with ASB Bank Limited.


The following additional terms apply to Accounts maintained in New Zealand:

(a) Bank of America Corporation is not a Non-Bank Deposit Taker for the purposes of the Reserve Bank of New

Zealand Act 1989 nor is it a registered bank for the purposes of that Act.

(b) A new Clause 2.7 shall be inserted as follows:

"(i) If a dispute occurs between Authorised Signatories, Directors, or other parties reasonably claiming

an interest in an Account we may, at our sole discretion suspend operation of the Account until

notification of any agreement has been received to our satisfaction.

(ii) If we receive contradictory instructions from any persons we reasonably believe are authorised to

operate an Account we may refuse to act on any or all such instructions.

(iii) We may accept instructions from any one signatory to suspend operation of the Account even if the

Account Mandate requires two or more signatories."

(c) A new Clause 6.7 shall be inserted as follows:

"We may refuse to pay out on a cheque which has been incorrectly completed, or where there are

insufficient funds in the Account. We may make a charge if this occurs."

(d) A new Clause 8.7 shall be inserted as follows:

"We may suspend operation of an Account or close it in the event that:

(i) you are or become insolvent or unable to pay your indebtedness as it falls due in the normal course

of business or proceedings are commenced or an order is made or any step is taken for your

receivership, bankruptcy or dissolution; or

(ii) you fail to pay any amount due to us or default in your obligations under any other agreement with

us; or

(iii) any third party claims any interest in (or any monies credited to) an Account of yours; or

(iv) there are insufficient funds to cover cheques or other payment instructions given by you; or

(v) there is a change in control of you or any person controlling you, without our consent; or

(vi) any statement made by you in connection with your Account/s is not true, and

you agree to reimburse us for any expense we incur in connection with any of these matters."

(e) A new Clause 10.7 shall be inserted as follows:

"The provisions of the New Zealand Consumer Guarantees Act 1993 will not apply to services provided by

us providing you are opening Accounts for the purposes of a business."

(f) Your Account with ASB Bank in New Zealand is governed by this Agreement (exclusive of any amendments to

which the Parties may agree regarding Accounts maintained in countries other than New Zealand together with

ASB Bank Limited's terms and conditions. In the event of an inconsistency between the provisions of this

Agreement and the provisions of such terms and conditions, the provisions in such terms and conditions shall

prevail.

People’s Republic of China

(a) Telephone Instructions are not accepted by our branches in The People’s Republic of China (the “PRC”).

(b) If there is no transaction on your Account or if your Account remains dormant for one year, we shall close the

Account after giving you not less than 30 days’ prior written notice of such closure.

(c) You agree that where you provide us with the Bank of America standard form Third Party Authorisation Letter,

the Accounts (whether in Chinese Renminbi or in foreign currencies) and the operations thereof shall be for

your own account and for your own business. You shall not rent or transfer your Account to the Company (as

defined in the Third Party Authorisation Letter) and the Company shall not use the Account (owned by and in

your name) for the Company’s own use/business by any means or form.

(d) For the purposes of your instructions in relation to your Accounts maintained in the People’s Republic of China,

a specimen seal of your company chop or specialised chop for financial purposes or for opening and operating


Accounts (to the extent applicable) shall be placed along with the specimen signatures of your Authorised

Signatories given to us.

(e) Exchange control regulations governing the use of funds and their remittance into and repatriation out of The

People's Republic of China may apply.

(f) We may enter into an additional agreement with you relating to an Account. Where we do so and that additional

agreement expressly states that in the event there is any inconsistency between any provision of that additional

agreement and this Agreement, that the provisions of the additional agreement shall prevail, the Parties agree

that, notwithstanding Clause 1.1 of this Agreement, the provisions of the additional agreement shall so prevail.

(g) At our request, you shall provide us with the Chinese translation of any documents required to be provided to us

pursuant to Clause 3.1, Schedule 1 and/or Schedule 2.

(h) Clause 5.1 shall be replaced with the following:

"Where permitted by applicable laws and regulations of the People's Republic of China, we shall pay

interest on credit balances on the Accounts and you shall pay interest on debit balances on the Accounts, in

each case, in accordance with the arrangements agreed by us and you from time to time (within the scope

required by relevant laws or regulations) and, in absence of express agreement, in accordance with our

usual practice (within the scope required by relevant laws or regulations) in relation to Accounts

maintained in The People's Republic of China as may be notified to you from time to time."

(i) Unless otherwise approved by the People's Bank of China, you cannot conduct cash business in a non-resident

account denominated in Renminbi. In addition, the funds in the non-resident account in Renminbi shall not be

converted into any foreign currency for use, unless otherwise expressly provided by The People's Republic of

China laws and regulations.

(j) Regardless of how this Agreement is delivered to you, you agree that we have had sufficient prior

communications with you in relation to the terms and conditions of this Agreement. In particular, we

have brought to your attention the clauses which exclude and/or limit our liability, increase your liability

or limit your rights, and have provided an explanation of such clauses to you upon your request. By

signing and returning this Agreement, you have read, understood and agreed to the terms and conditions

set out in this Agreement.

(k) You acknowledge and confirm that you have read and fully understood the contents, and consequences of the

terms and conditions herein, especially the acknowledgements and agreements in Clause 9.

(l) Notwithstanding any other provisions herein, if we plan to merge or be converted into an independent legal

entity locally incorporated within the PRC (the “Local Incorporation”) in accordance with applicable law of

the PRC, after the date of this Agreement, then you hereby agree that we may transfer any or all of our rights

and/or obligations under this Agreement to the surviving entity, the newly incorporated entity or the relevant

branch of the newly incorporated entity after the Local Incorporation (the “Successor Bank”). You further

agree that a public announcement made in any national newspaper in the PRC, or in any other forms of notice to

the extent permitted by the applicable law and at the sole discretion of us or Successor Bank, on the assignment

or transfer will constitute sufficient notice of such assignment or transfer, and that from the date of operation

commencement of Successor Bank, our rights and obligations hereunder shall be transferred and assigned to

Successor Bank as if Successor Bank is the original party hereof, and that this Agreement shall remain in force

and no consent or approval from you is required to effect such assignment or transfer.

(m) For avoidance of doubt, any fees or any other amount payable by you to us under this Agreement shall be

exclusive of PRC value-added tax (if applicable), which we will charge you at the applicable tax rate in addition

to such fees or payment.

Philippines

(a) Accounts maintained in the Philippines and all funds as may from time to time be received by us for such

Accounts, including interest and all other income and earnings of such funds, shall be governed by all laws,

decrees or regulations of the Republic of the Philippines, particularly the Bangko Sentral ng Pilipinas (the

"BSP") rules and regulations on deposits, its by-laws, all future amendments thereof, all regulations passed or to

be passed by the Board of Directors pursuant to said by-laws and by all the rules and practices governing the

Accounts, including, but not limited to, interest and service charges.

(b) The provisions of Article 1250 of the Civil Code of the Philippines, as amended, shall not be applicable to the

Accounts.


(c) We are authorised to close any deposit Account without prior notice in case such Account is mishandled by the

issuance of unfunded or insufficiently funded cheque(s) without prior arrangement with us. We shall report such

closure and reasons thereof to the Bankers Association of the Philippines (the "BAP") or to any central

monitoring entity or body established by the BAP to keep record of and monitor to the members of the BAP

mishandled deposit Accounts. You further agree to hold us free and harmless from any and all liabilities, claims

and demands of whatever kind or nature in connection with or arising from

(i) closing of the Account; and/or

(ii) the dishonor of any cheque thereunder which may be presented to us after the closing of the Account;

and/or

(iii) the reporting by us of the closing of the Account and the reason(s) therefore to the BAP, or to any central

monitoring entity or body established by the BAP to keep record of and monitor to the members of the

BAP of mishandled deposit accounts.

(d) We will act on the purchase of foreign exchange subject to the BSP Manual of Regulations on Foreign

Exchange Transactions and all future amendments thereof.

(e) Overdrafts on current accounts are not allowed under BSP rules and regulations.

(f) You acknowledge that under Rule 9.1(b) of the Anti-Money Laundering Act of 2001, as amended, a bank is

required to verify and record certain information when transacting with trustees, nominees or agents. You

agree to take any action or provide any documents required by us from time to time for the purposes of verifying

and recording the following:

(i) the true and full identity of the persons on whose behalf a transaction is being conducted; and

(ii) the true and full identity of the trustees, nominees, agents and other persons and the nature of their

capacity and duties.

Singapore

(a) DEPOSIT INSURANCE SCHEME (“Scheme”)

(i) Singapore dollar deposits of non-bank depositors are insured by the Singapore Deposit Insurance Corporation

for up to S$50,000 in aggregate per depositor per Scheme member by law.

(ii) Foreign currency deposits, dual currency investments, structured deposits and other investment products are not

insured.

(b) In respect of any credit balances on your Accounts, we place sums on deposit at certain institutions including, for

example, the relevant central banks. Where, as a result of market conditions (including, for example, the


connection with, the placing of such deposits, we may charge you a fee. In the event that we decide to charge you

such a fee, it shall be identified in your client statement. The fee will reflect fees and/or charges incurred by us in

respect of the relevant deposit facilities.

Spain

(a) You confirm and agree that since there are no cash services at certain of our offices, in the absence of special

arrangements, you may not effect cash transactions either for the paying in or withdrawal of sums from any

Account.

(b) The terms and conditions of the Appendix, as provided under our required documentation list, are deemed to be

incorporated into this Agreement.

(c) The second sentence of Clause 7.1 shall be amended and replaced as follows:

"We shall be entitled to accelerate the maturity of any fixed term deposit as the term of any fixed term

deposit is for our benefit only".

(d) Clause 9.5 shall be replaced with the following:

"Before you or anyone on your behalf discloses Personal Data relating to your legal representatives,

employees and other individuals to us or anyone on our behalf in connection with this Agreement, you

shall ensure that the individuals to whom those Personal Data relate are aware of and, if necessary, consent

to (i) the proposed disclosure to us; (ii) our identity (including our registered office address); (iii) the


information set out in Clauses 9.1 to 9.5; (iv) that they may have rights of access to and correction or

deletion of their Personal Data under data protection law as well as a right to object to the processing of

their information on legitimate grounds; and (v) that they should contact you if they wish to seek to

exercise those rights."

(e) In respect of any credit balances on your Accounts, we place sums on deposit at certain institutions including,




you such a fee, it shall be identified in your client statement. The fee will reflect fees and/or charges incurred by

us in respect of the relevant deposit facilities.

South Korea

You are required to sign account documentation as approved by the Financial Supervisory Service.

Switzerland

(a) You acknowledge and agree that notwithstanding products and services are provided by us with respect

to Accounts maintained in Switzerland, the agreements, terms and conditions or other documents

governing such products and services do not need to be subject to Swiss law but can be subject to non-

Swiss law, in particular to English or U.S. law, and may require you to submit to a place of jurisdiction

outside Switzerland.

(b) As may be indicated in the Agreement, data and transactional processing in relation to the Accounts may be

entrusted by us to any entities of the Group and third party contractors and we may use entities of the Group and

their employees as well as third party contractors in connection with the services and products we provide to

you. Accordingly, we may need to share information in connection with this Agreement or other information

respecting you and/or your Accounts and business with us, provided to us by you or otherwise known to us

("Customer Information") and Customer Information that is about identifiable individuals (such as the person(s)

we deal with at your organization in relation to the Accounts) ("Personal Data") globally with the Bank of

America Corporation and/or any of its subsidiaries, affiliates, branches, offices or units including such

subsidiaries, affiliates, branches, offices or units located abroad (the "Group") and with selected third party

contractors, as indicated below.

You hereby expressly consent to the disclosure of your Customer Information and Personal Data within

the Group, to third party contractors and to certain other third parties to the extent and for the purposes

indicated below (and also indicated in this Agreement):

Within the Group: (i) to perform our obligations or provide the services under this Agreement, or such other

services as we may agree with you from time to time; (ii) to carry out and/or facilitate transactional and data

processing; (iii) for information management or banking relationship purposes; (iv) to comply with applicable

laws or regulations; and (v) for the purposes of conducting credit assessments.

To third party contractors we may engage (i) to provide storage, information technology, transactional, data

processing and other services to us and/or to the Group and in those circumstances, they will be required to treat

Personal Data (and other Customer Information) solely in accordance with our instructions; you acknowledge

and agree that the third party contractors we may have engaged may on their part further transfer Customer

Information and Personal Data to approved sub-contractors in other countries e.g. for the purposes of data

processing or backup data.

To certain other third parties, including, without limitation, to SWIFT, any country’s central bank or any

other bank or financial institution, any clearing house association or processor or clearing system, transaction

beneficiaries, any private or common carrier communication or transmission facility, any time-sharing supplier

or any mail or courier service to perform our obligations or provide the services under this Agreement, or such

other services as we may agree with you from time to time, or to facilitate transactions.


We may transfer or disclose Customer Information and Personal Data within the Group and to third party

contractors and to certain other third parties (as described above and below in this section (b)) located in a

jurisdiction other than where you or your Account(s) are located and where data protection legislation may not

be well developed.

In the case of such transfers or disclosure within the Group or to third party contractors located in such other

jurisdictions, we may have taken measures to ensure that the Customer Information and the Personal Data are

protected by entering into, where appropriate, data transfer agreements.

You further expressly consent to the disclosure of Customer Information and Personal Data by us, or any

offices, branches subsidiaries, affiliates or units of the Group (i) at the request of any governmental, regulatory,

securities exchange or other similar agency or authority to which we are subject or submit or to which any such

office, branch, subsidiary affiliate or unit is subject or submits; (ii) to our or its professional advisers or auditors;

(iii) pursuant to subpoena or other court process, or to the extent required in connection with any litigation

between us or any offices, branches, subsidiaries, affiliates or units and you; (iv) that has become public other

than through our breach of these confidentiality obligations; (v) which is obtained by us from a third party who

is not known by us to be bound by a confidentiality agreement with respect to that Customer Information; or (vi)

when otherwise required to do so in accordance with any applicable laws, regulations or governmental process.

Among others, applicable rules and regulations on the prevention of money laundering and financing of

terrorism as well as system requirements may require us to disclose to any agency or authority your name,

address and IBAN, account or deposit number, the ultimate beneficial deposit holder and any other affected

party in the execution of domestic or cross-border payment orders or any other transactions in respect to the

Accounts, and to the extent we are required to make such disclosures, you release us from our banking secrecy

obligations to the extent permitted by applicable law.

Before you or anyone on your behalf discloses Personal Data relating to your legal representatives, employees

and other individuals to us or anyone on our behalf in connection with this Agreement, you shall ensure such

disclosure was effected in compliance with the applicable data protection laws, e.g. by having obtained any

appropriate consents from such individuals.

(c) In respect of Accounts maintained in Switzerland, Clause 1.3 of the Agreement shall be amended as follows:

"Any disputes arising out of or in connection with any Account or the agreement relating thereto

(including a dispute regarding the existence, validity or termination of the agreement or relating to

any non-contractual or other obligation arising out of or in connection with such agreement or the

consequences of its nullity) shall be resolved by the courts of Zurich, Switzerland, venue being

Zurich 1. You irrevocably submit to the courts of this place of jurisdiction and undertake not to

plead inconvenient forum and, if you are domiciled outside Switzerland, elect this place of

jurisdiction as your special legal domicile within the meaning of article 50 paragraph 2 of the Swiss

Federal Act on Debt Enforcement and Bankruptcy."

(d) In respect of Accounts maintained in Switzerland, Clause 4.5 of this Agreement shall be amended to read as

follows:

"We shall not be liable for any loss, damage, cost or expense caused by delays, errors or omissions in the

transmission or carrying out of instructions or for any other action or failure to act under or in connection

with this Agreement and in no event will we be liable for any loss, damage, cost or expense of any nature,

arising from or in relation to economic loss, loss of business, profits, revenue, goodwill and anticipated

savings, special damages, loss of or corruption to data, loss of operation time, loss of contracts or any

indirect, consequential, exemplary or punitive loss unless such loss, damage, cost or expense has been

caused by our gross negligence, fraud or wilful misconduct."

(e) In respect of Accounts maintained in Switzerland, Clause 5.2 shall be amended by adding a new sub-clause (iii)

at the end thereof:


“(iii) In respect of any credit balances on your Accounts, we place sums on deposit at certain institutions

including, for example, the relevant central banks. Where, as a result of market conditions (including,

for example, the imposition of interest rates less than zero ("Negative Interest Rates") by such

institutions), we incur a fee and/or charge in respect of, or in connection with, the placing of such

deposits and such fee and/or charge is directly connected to such market conditions including

Negative Interest Rates, we may charge you a corresponding fee. In the event that we decide to charge

you such a fee, it shall be identified in your client statement. The fee will reflect fees and/or charges

incurred by us in respect of the relevant deposit facilities.”

(f) In respect of Accounts maintained in Switzerland, Clause 7.2 shall be renumbered and a new Clause 7.2 shall be

inserted as follows:

“We shall have a right of pledge on all assets deposited or credited to each Account, as well as on all your

claims against us for the repayment of the credit balance of each Account, as security for the due

performance of all claims we may have against you now or in the future in connection with any Account

and/or this Agreement. In the event of a default on your part, we shall be entitled to dispose of any pledged

assets also by private sale without further notice.”

Taiwan

(a) Exchange control regulations governing the use of funds and their repatriation out of Taiwan may apply.

(b) Foreign currency cheque accounts are not available in Taiwan and a non-resident corporate is not permitted to

open a TWD cheque account.

(c) With respect to any deposit account opened by you:

(i) we may from time to time set fee schedules and minimum balance requirements for various types of

services and Accounts.

(ii) Interest shall be calculated as follows:

Interest shall be calculated on the basis of a year of 365 days for New Taiwan Dollar deposits and in

accordance with the international market practice for the relevant foreign currency deposits and, unless

otherwise required by applicable laws and regulations or specified in this Agreement, shall be calculated

on the basis of actual number of days elapsed and be paid as follows:

Demand Deposits. Interest shall be calculated at the then prevailing rate for the relevant currency posted

by us from time to time (such rates may be adjusted by the Bank from time to time without prior notice to

you). In relation to Accounts maintained with Bank of America, N.A., Taipei Branch, interest shall be

paid on the June 30th

and December 31st of each calendar year. In relation to Accounts maintained with

Bank of America, N.A., Taipei Offshore Banking Branch, interest shall be paid on the last day of each

calendar month.

Time Deposits. For non-negotiable time deposits, interest shall be calculated according to the then

prevailing interest rate for the relevant currency and tenor (such rates may be adjusted by us from time to

time without prior notice to you) and, be automatically deposited into your demand deposit or checking

Account held with us at the maturity thereof, or be paid to you upon maturity. For negotiable time

deposits, interest shall be calculated at the then market interest rates for the relevant currency and tenor as

separately negotiated between the Parties and be paid to you at the maturity thereof.

Foreign Currency Time Deposits. If no renewal arrangement is made prior to the maturity thereof or if

you fail to renew said deposit after the maturity thereof, the interest thereon for the after-maturity period

shall be calculated in such manner as may be agreed upon by the Customer and the Bank on a case by

case basis, and if no agreement may be reached in this respect, shall be calculated in accordance with the

then prevailing rate applicable to demand deposits.

(d) No interest will accrue on checking accounts in Taiwan.

(e) We may cease paying interest on and close the Accounts without notice if there is no balance and the last

transaction date relating to the Account is more than one (1) year old.

(f) For the purposes of this clause the last transaction date is defined as follows:

(i) Demand Deposit Account and Checking Account: Last credit or debit date by the Customer, excluding

the interest payment date.


(ii) Time Deposit Account: Maturity

(g) We may amend provisions related to fees and the date from which interest shall accrue by displaying such

amendment in our places of business, sixty (60) days prior to the effective date of such amendment (and no

individual notification to you is required).

(h) Time deposits are also subject to the terms and conditions contained in our Standard Application for Time

Deposit.

(i) Any exercise of our rights pursuant to Clause 7.1 shall be conducted in accordance with applicable mandatory

laws and regulations.

(j) For the purpose of Instructions to be given by or on behalf of you by facsimile pursuant to Clause 3.4, you agree

to the following supplemental terms and conditions:

(i) Instructions to proceed with any transaction shall only be sent to us from 9:00 a.m. to 3:00 p.m. (Taipei

time) on business days. If any Instruction is sent to us outside of the above prescribed time limit, we shall

proceed with the relevant transaction on the next business day.

(ii) You shall submit original copies of any Instructions to us within seven (7) business days of transmission

by facsimile; otherwise, we shall be entitled to reject any further Instructions until the above mentioned

original copies are provided to us.

(iii) Our acceptance of any Instructions by facsimile is subject to (a) confirmation that the Instructions are

executed by an authorized signatory as listed on your specimen signature document; (b) confirmation that

the amounts for each Instruction (or the equivalent in other currency pursuant to the exchange rate

determined by us from time to time) meet any applicable limits; and (c) our sole discretion to decide

whether to proceed with the Instructions in accordance with relevant laws, regulations and agreements.

(iv) In order to confirm the authenticity and correctness of an Instruction received by us, we may (if so

required by our standard operation procedures) confirm such Instruction by telephone, at the telephone

number(s) and the contact persons appointed by you to us for these purposes.

(k) We may from time to time outsource data transaction processing and/or other operational, administrative and/or

other functions or services to our branches, subsidiaries, affiliates and/or third party service providers located in

Taiwan or abroad. All outsourcing activities will only be carried out to the extent permitted by the “Regulations

Governing Internal Operating Systems and Procedures for the Outsourcing of Financial Institution Operation”

promulgated by the Financial Supervisory Commission, Executive Yuan, of the Republic of China, as amended.

Full details relating to your accounts and your other relationships with us will be maintained at Bank of

America, N.A., Taipei Branch or Taipei Offshore Banking Branch, as the case may be.

Thailand

(a) Foreign Currency Accounts. Funds destined for deposits into a foreign currency Account must be those

remitted or which originate from abroad or otherwise permitted by the competent authorities of Thailand. No

cash will be accepted as deposit into a foreign currency Account. Transfer or withdrawal of funds out of any

foreign currency Account shall strictly be in compliance with the relevant laws, directives, rules and regulations

in effect from time to time in Thailand.

(b) Specific Bank of Thailand Regulations. Such regulations regarding non-resident Baht Accounts may be issued

from time to time. To ensure compliance with central bank regulations as well as to ensure such Accounts can

be operated, you must contact our Bangkok branch before non-resident Baht Accounts are opened.

(c) Foreign exchange transaction regulations governing the use of funds and their repatriation out of Thailand may

apply.

(d) Sub-clauses 9.4(v) and (vi) shall be renumbered as 9.4(vi) and (vii) respectively, and a new sub-clause 9.4(v)

shall be inserted as follows:

"at the request of the National Credit Bureau Co., Ltd and/or to any other entity engaging in the Customer

Information business pursuant to the laws in the Customer Information business which may be enacted in

the future and/or to any credit-rating agency including any entity engaging in the asset assessment business

and/or to any other juristic entity requiring Customer Information in its business operation, regardless of

whether such entity or agency is located inside or outside Thailand."

United Kingdom

(a) Where you are opening Accounts with us in the United Kingdom in respect of our provision of clearing systems

related services for countries where we do not have a physical presence but instead work with a number of

banks (each a “Bank”) with which we have made arrangements to enable us to provide such services to you,

you hereby:


(i) instruct us to take such actions on your behalf as are necessary to provide you with such services,

including operating a notional reference account in your name and in those jurisdictions where it is deemed

appropriate opening and operating a sub-account in your name with the relevant Bank;

(ii) confirm that we may transfer to the relevant Bank such data and provide such Customer Information

relating to you or the conduct of your Accounts with us or your relationship with us as is necessary to

enable us to provide you with such services; and

(iii) agree to provide such other documents as we may reasonably require for such services to be

operated.

(b) In respect of any credit balances on your Accounts, we place sums on deposit at certain institutions including,




you such a fee, it shall be identified in your client statement. The fee will reflect fees and/or charges incurred by

us in respect of the relevant deposit facilities.


SCHEDULE 1A

Supplemental Terms and Conditions relating to the Payment Services Directive for Accounts held in an

EEA Member State (except for Accounts held in Germany)

1. REQUIREMENTS OF THE PAYMENT SERVICES DIRECTIVE

1.1 This Schedule 1A applies in respect of an Account held in a jurisdiction (other than Germany) in which Directive

2007/64/EC of the European Parliament and of the Council (the "Payment Services Directive") has been

transposed into national law (each an "EEA Member State"). For the avoidance of doubt, this Schedule 1A

shall not apply unless and until such time as the Payment Services Directive has been fully transposed into the

national law of the relevant EEA Member State.

1.2 To the extent that they can be excluded or varied by agreement, all warranties and rights implied by law or

deemed by law to apply are excluded or varied insofar as not expressly set out in this Agreement including,

without limitation, Title III of the Payment Services Directive and those articles of Title IV of the Payment

Services Directive which are permitted to be subject to disapplication, as transposed under the law of the

applicable jurisdiction.

1.3 The provisions in this Schedule 1A are required under the Payment Services Directive and relate only to payment

services or payment transactions that are considered in-scope for the Payment Services Directive as implemented

in the relevant EEA Member State ("In-Scope Payment Services or Transactions").

1.4 Consequently, where the terms and conditions of this Agreement, or where we have agreed to provide you with

payment services relating to your Account(s) (including, but not limited to, treasury management services,

electronic banking services, etc), the terms and conditions of those payment service agreement(s), are inconsistent

or conflict with the provisions of this Schedule 1A, such inconsistent or conflicting terms and conditions are

deemed to have been amended to the extent necessary such that the provisions contained in this Schedule 1A shall

apply and prevail in matters relating to In-Scope Payment Services or Transactions only. For the avoidance of

doubt, in all other matters, the existing provisions of this Agreement and/or those payment service agreement(s)

will remain unchanged.

2. DUTY OF CARE

2.1 Notwithstanding any provision to the contrary, in relation to any obligations that we may have that arise pursuant

to the transposition into national law of the Payment Services Directive only, we shall not be liable in the event

that abnormal and unforeseeable circumstances beyond our control prevent us from fulfilling such obligations.

3. STATEMENTS, CHEQUES AND NOTICES

3.1 Notwithstanding any provision to the contrary, where we send any 'Payment Instruments', as defined in the

Payment Services Directive, (e.g. a personal identification number) by mail to you, we shall bear the risk of

sending that Payment Instrument.

3.2 Notwithstanding any provision to the contrary, you shall be deemed to have agreed to waive any rights, to raise

objections or pursue any remedies against us in respect of any unauthorised or incorrectly executed payment

transactions unless you notify us in writing of any such unauthorised or incorrectly executed payment transactions

without undue delay but, in any case, within any time period we may have expressly agreed with you.

4. ACTING ON REQUESTS

4.1 On or after 1 January 2012, where we receive a request for a transfer of funds:

(i) denominated in euro; or

(ii) denominated in another currency of an EEA Member State and the transfer takes place within that EEA

Member State; or

(iii) involving only one currency conversion between the euro and another currency of an EEA Member State,

provided that:

(a) the currency conversion is carried out in the EEA Member State outside the euro area; and

(b) in the case of cross-border payment transactions, the cross-border transfer takes place in euro,

the amount of that transfer is to be credited to the recipient's account provider's account by no later than the end of

the next business day (as defined in the Payment Services Directive) following the time of receipt of the request

(or such shorter maximum execution times for national payment transactions applicable in each relevant EEA

Member States).

4.2 Where a payment transaction is initiated by way of a paper payment order, such payment transaction may take an

additional business day to be credited to the recipient's account provider's account.


4.3 For reasons beyond our control, any other kind of payment instruction may take longer to reach the payee's bank

than the time periods stated above. We will provide you details of maximum execution times of all other kinds

of payment instructions upon your request.

5. MISCELLANEOUS

In certain circumstances where we are required to conduct checks or investigations pursuant to applicable laws

or regulations, for the purposes of payments made from an Account in the EU the moment in time of receipt of

instructions to execute a payment transaction shall be deferred until the time when such checks or investigations

have been completed.

Consequently, where the terms and conditions of this Agreement, or any other documentation covering the

delivery and execution of payment instructions are inconsistent or conflict with this provision, such inconsistent

or conflicting terms are deemed to have been amended to the extent necessary such that this provision shall

apply and prevail in matters relating to moment in time of receipt of instructions to execute a payment

transaction only.

For the avoidance of doubt, in all other matters, the existing provisions of this Agreement and/or those in other

agreements covering the delivery and execution of payment instructions will remain unchanged.


SCHEDULE 1B

Supplemental Terms and Conditions relating to the Payment Services Directive for Accounts held in Germany

1 SCOPE OF APPLICATION OF SCHEDULE 1A AND SCHEDULE 1B

1.1 For the avoidance of doubt:

(a) in relation to an Account held in Germany and governed by this Agreement, the provisions contained in

this Schedule 1B shall apply to and amend such Agreement; Schedule 1A of this Agreement shall not

apply to or amend the Agreement for such Account, and

(b) in relation to an Account held in an EEA Member State other than Germany, the provisions contained in

Schedule 1A of this Agreement shall apply to and amend such Agreement; this Schedule 1B shall not

apply to or amend the Agreement for such Account.

1.2 Notwithstanding paragraph 1.1 above, Schedule 1A of this Agreement shall continue to apply to and amend

those additional payment services agreement(s) referred to in Clause 1.4 of Schedule 1A (to the extent that any

terms of such payment services agreement(s) are inconsistent or conflict with the terms and conditions of

Schedule 1A).

2. DEROGATION FROM APPLICATION OF CERTAIN PROVISIONS

2.1 According to the German act implementing the Payment Service Directive (as defined in Schedule 1A) (Gesetz

zur Umsetzung der Verbraucherkreditrichtlinie, des zivilrechtlichen Teils der Zahlungsdienstrichtlinie sowie zur

Neuordnung der Vorschriften über das Widerrufs- und Rückgaberecht), the rights and obligations regarding the

execution of certain payment transactions are governed by section 675c to section 676c of the German Civil

Code (Bürgerliches Gesetzbuch – the "BGB-NEW").

2.2 We hereby make use of our right, as stated in section 675e para. 4 of the BGB-NEW, to derogate from the

applicability of certain provisions of section 675c to section 676c of BGB-NEW in connection with Art 248 § 1

to § 19 of the EGBGB-NEW in relation to those provisions which are designed to protect consumers.

3. PROVISIONS REGARDING NON-CONSUMERS

3.1 Notwithstanding section 675d para. 1 of the BGB-NEW and article 248 sections 1 to 16 of the EGBGB-NEW

regarding information obligations, we shall be obliged to provide you only with such information we have

already agreed to provide you under this Agreement.

3.2 Notwithstanding section 675d para. 3 of the BGB-NEW regarding charges for information, Clause 5.2 of this

Agreement shall apply.

3.3 Notwithstanding section 675f para. 4 sentence 2 of the BGB-NEW relating to charges for corrective and

preventive measures, Clause 5.2 of this Agreement shall apply.

3.4 Notwithstanding section 675g para. 1 of the BGB-NEW regarding changes in conditions and amendments,

Clause 8 of this Agreement shall apply.

3.5 Notwithstanding section 675h para. 1 of the BGB-NEW regarding termination provisions, Clause 8 of this

Agreement shall apply.

3.6 Notwithstanding section 675v to 675z of the BGB-NEW, regarding liability for non-executed, defectively

executed or unauthorised payment transactions, Clauses 3.4 and 4, as applicable, of this Agreement shall apply.

Sections 675v to 675z and section 676 of the BGB-NEW shall not apply.

3.7 Notwithstanding section 676b of the BGB-NEW regarding the provision of information regarding unauthorised

or defectively executed payment transactions, Clause 6.2 of this Agreement shall apply.

4. EXECUTION TIME

4.1 On or after 1 January 2012, where we receive a request for a transfer of funds:

(i) denominated in euro; or

(ii) denominated in another currency of an EEA Member State and the transfer takes place within that EEA

Member State; or

(iii) involving only one currency conversion between the euro and another currency of an EEA Member State,

provided that:


(a) the currency conversion is carried out in the EEA Member State outside the euro area; and

(b) in the case of cross-border payment transactions, the cross-border transfer takes place in euro,

the amount of that transfer is to be credited to the recipient's account provider's account by no later than the end

of the next business day following the time of receipt of the request.

4.2 Where a payment transaction is initiated by way of a paper payment order, such payment transaction may take an

additional business day to be credited to the recipient's account provider's account.

4.3 For reasons beyond our control, any other kind of payment instruction may take longer to reach the payee's bank

than the time periods stated above. We will provide you details of maximum execution times of all other kinds

of payment instructions upon your request.

4.4 For the purposes of this paragraph 4, a 'business day' means a day on which the relevant payment service

providers involved in the execution of a payment transaction are open for business as required for the execution

of a payment transaction. Our Frankfurt branch is open for business on all working days but not on Saturdays,

the 24 and 31 December, general official holidays (bundeseinheitliche Feiertage) or regional official holidays

(regionale Feiertage).

5. EXTENDED EXECUTION TIME FOR PAYMENT TRANSACTIONS

You acknowledge that in certain circumstances we are required by law or regulation to conduct checks or

investigations on payments made from an Account in Germany. Only a positive completion of these checks or

investigations permits us to execute payment transactions. You agree that for the purposes of payments made

from an Account in Germany the moment in time of receipt of instructions to execute a payment transaction

shall be deferred until the time when such checks or investigations have been completed.

You further agree that, where the terms and conditions of this Agreement, or any other documentation covering

the delivery and execution of payment instructions are inconsistent or conflict with this provision, this provision

shall prevail. For the avoidance of doubt, in all other cases, the existing provisions of this Agreement and/or

those in other agreements covering the delivery and execution of payment instructions will remain unchanged.


SCHEDULE 1C

Supplemental Terms and Conditions relating to FATCA

(applicable to Belgium, Canada, France, Greece, Ireland, Italy, The Netherlands, Spain, Switzerland

and The United Kingdom)

1. Clause 3 of the Agreement is amended as follows:

(i) In the heading: "Required documents…" shall be deleted and replaced with: "Required documents and

information…"

(ii) In Clause 3.1(i): "such documents regarding you…" shall be deleted and replaced with: "such documents

and information regarding you…"

(iii) New Clause 3.1A is inserted into the Agreement as follows:

“3.1A Following any change in information previously provided to us by you (including but not limited

to such documents and information specified in Clause 3.1(i) above), you will, without delay, and at least

within 30 days after such change, notify us and provide us with the relevant updated information in

writing (by way of letter or through other channels specifically agreed by us). Any such notice will not

be effective until we receive such notice and have a reasonable time to act on it.”

2. Clause 9 of the Agreement is amended as follows:

(i) In Clause 9.3: "or the beneficial owners or shareholders of the Customer" shall be inserted after: "such as

the person(s) we deal with at your organisation in relation to the Accounts"

(ii) In Clause 9.4: "(vi) when otherwise required to do so in accordance with any applicable laws, regulations

or governmental process" shall be deleted and replaced with:

"(vi) when otherwise required to do so in accordance with any applicable laws, regulations or

governmental process and/or to fulfil legal, regulatory and compliance requirements (including US anti-

money laundering obligations applicable to our offices, branches, subsidiaries, affiliates or units) and

comply with any applicable treaty or agreement with or between foreign and domestic governments, legal

or regulatory authorities (including but not limited to FATCA) applicable to any of our offices, branches,

subsidiaries, affiliates or units and their agents or payment infrastructure providers."

(iii) In Clause 9.5: "Personal Data relating to your legal representatives, employees and other individuals..."

shall be deleted and replaced with: "Personal Data relating to your legal representatives, employees,

shareholders and other individuals..."

3. Schedule 2 of the Agreement is amended as follows:

(i) "Other Documentation" shall be deleted and replaced with: "Other Documentation and Information"

(ii) "(x) Such other document(s) in such form as we may specify" shall be deleted and replaced with: "(x)

Such other document(s) and information in such form as we may specify"

4. Where an Account is maintained in a jurisdiction to which this schedule applies, the following additional terms

and conditions outlined in this paragraph 4 shall apply:

4.1 You consent to any withholding or deduction made by us (or any of our affiliates or any of our delegates or any

other withholding agent or third party (including, without limitation, any custodian)) from any payment (of

interest, dividends, royalties, rents or any other sum) to you, or to or from any of your Accounts, or any

account, of any amount of withholding, income tax, value added tax, tax on the sale or disposition of any

property, duties or other lawfully collected amounts which we (or any of our affiliates or any of our delegates

or any other withholding agent or third party (including, without limitation, any custodian)) reasonably

determine is required under applicable law imposed by any jurisdiction and/or resulting from any agreement

with any regulator, governmental body or tax authority.

4.2 You acknowledge and accept that we will not be required to reimburse you for any such withholding or

deduction.

4.3 You understand that we are not required to contest any demand made by an authority for such payment.

4.4 If you are required to make a withholding or deduction in respect of a payment (of interest, dividends,

royalties, rents or any other sum) owed by you to us under this or any other contractual arrangement between

us, the amount of the payment due from you shall be increased to an amount which (after the withholding or

deduction has been made), leaves us with an amount equal to the payment which would have been made by you

if no such withholding or deduction had been required.


4.5 To the extent we, any of our affiliates, any delegate or any other party pay(s) or is/are or become(s) required to

pay any amount that should have been, but was not deducted and withheld from a payment to you, or to or

from any of your Accounts, or any account required as described above in this Clause, notwithstanding any

other provision of the Agreement you shall indemnify us for such amount, plus any interest and penalties

thereon, provided we or any of our affiliates or any of our delegates paid or is/are or become(s) required to pay

the amount to a governmental authority in any jurisdiction, domestic or foreign. You represent that you have

secured from any person that will own a beneficial interest in a payment from us any consent or waiver

necessary to permit us, any of our affiliates and any delegate to carry out the actions described in this Clause.

This indemnity shall survive the termination of the Agreement. This indemnity is additional to and shall not be

affected by any other indemnity from you.

Spain

4.6 Following any request made by us, you will, without delay, and at least within 30 days of such request, provide

us with all documentation that may be required in order for us to fulfil any reporting duties to any legal,

governmental or regulatory authorities, including (for the avoidance of doubt) any information required by the

Spanish Tax Authorities, in particular, under the Order HAP/1136/2014 of the Ministry of Finance and Public

Administrations published in the Spanish Official Gazette on 2 July 2014.

Greece

4.7 You unconditionally grant your consent to us, to provide any requested information or file any requested

document to any local or foreign authority where the provision of such information or the filing of such

document is required by applicable laws or regulations of any jurisdiction (including the United States: ‘Foreign

Account Tax Compliance Act’).


SCHEDULE 2

General documentation precedent to the opening and operation of Accounts

One complete set of the following documents is required:

Certified True Copies

A copy (certified to be a true copy if certification is specified by us in a required document list) of each of the following

documents must be provided to us prior to the opening of any Account (such certification can be done by applying the

wording “Certified True Copy”, the date and an original signature of an authorised person to the first page of any copied

document):-

(i) Your Certificate of Incorporation, Certificate of Registration or up-to-date Trade Register Extract and

Certificate(s) of Change of Name (if applicable) (or the equivalent as appropriate to the relevant jurisdiction of

incorporation), stating that you are entitled to commence business, with English translation, if we request such

translation;

(ii) Your up-to-date Memorandum and Articles of Association or By Laws (or the equivalent as appropriate to the

relevant jurisdiction of incorporation), with English translation, if we request such translation;

(iii) Board Resolution (or the equivalent as appropriate to the relevant jurisdiction of incorporation), with English

translation, if we request such translation, delegating authority to Authorised Signatories to open Accounts and

sign agreements with us and defining account operation limits, where appropriate; and

(iv) Such other document(s) in such form as we may specify.

Original Documentation

Each of the following documents must be provided to us in original form prior to the opening of any Account:-

(v) Duly authorised list of the Authorised Signatories and their specimen signatures (“Authorisation/Specimen

Signature Document”);

(vi) Certificate of Non-Residency for tax purposes (if applicable); and

(vii) Such other document(s) in such form as we may specify.

Other Documentation

A photocopy (certified to be a true copy if certification is specified by us in a required document list) of each of the

following documents must be provided to us prior to the opening of any Account:

(viii) Valid passport of the person(s) signing the page entitled “Authorisation and Agreement for International

Accounts” or such other document as we may agree to accept;

(ix) Valid passport of each Authorised Signatory or such other document as we may agree to accept; and

(x) Such other document(s) in such form as we may specify.


SCHEDULE 3

Supplemental Terms and Conditions relating to Accounts held in Greece

1. DEFINITIONS AND INTERPRETATION

In this Schedule 3, the following capitalised terms shall have the following meaning:

“Account Agreement”: means, in respect of each Relevant Account, this Agreement (including, but not

limited to, the provisions of the “Greece” section contained in Schedule 1 to this

Agreement) made between us and you in respect of that Relevant Account, as

amended, varied, supplemented or substituted from time to time.

“Account Reporting”: means any sharing, delivery or transmission of Information to a third party to

facilitate financial reporting, controlling, consolidation, liquidity management or

similar operations of, or relating to, you or you and one or more of your affiliates.

“Bank of America Direct®”:

means the access channel of the same name, pursuant to which customers may access

Service(s) via the internet.

“Bank of America Designated

Person”:

means each employee, associate or agent of Bank of America whose function or role

is directly or indirectly connected with the Relevant Accounts and/or a Specified

Task from time to time.

“Bank of America Initiative” means a Bank of America initiative, policy, process or procedure considered, adopted

or implemented in respect of the range of products or services offered by Bank of

America from time to time, the maintenance and enhancement of Bank of America’s

technology, systems and delivery capabilities, the promotion of operational efficiency

and/or the management of risks inherent in Bank of America’s business.

“Bank of America”: means Bank of America, N.A. and its affiliates, subsidiaries, controlled and

controlling entities from time to time.

“CashPro® Online”: means the access channel of the same name, pursuant to which customers may access

Service(s) via the internet.

“Compliance Initiative” means a Bank of America initiative, policy or procedure considered, adopted or

implemented with a view to promoting Bank of America’s compliance with rules,

regulations, standards or practices applicable to its business and/or a Specified Task.

“Customer Designated

Person”

means a person that is designated by you as the recipient of Information for Account

Reporting purposes, which may include (but shall not be limited to) an affiliate,

controlling entity, centralisation entity, group finance or similar entity, an Authorised

Signatory, or a bank or financial institution providing services to you or one of your

affiliates.

“Designated Person” means a Bank of America Designated Person or a Customer Designated Person.

“Electronic Banking Service” means any Bank of America service made available to you from time to time via

Bank of America Direct® or CashPro® Online or any successor access channel

supplementing and/or replacing Bank of America Direct® or CashPro® Online.

“Information”: means any information or data relating to the existence, the nature, the balance, the

operation and/or the accessing of any Relevant Account(s) from time to time and/or

the Relevant Account’s legal or beneficial owner(s) and related persons, including,

without limitation, information and data in the form of ledger entries,

correspondence, copies of account statements, data posted on systems or databases

owned, operated or controlled by Bank of America and data processed as part of a

Service, a Specified Task and/or a Relevant Account, in each case, regardless of the

medium on which such data or information is stored or processed and regardless of

the location of storage, access or other processing.

“Relevant Accounts”: means any and all Accounts, including deposit accounts, as well as any Greek

Government book-entry securities accounts, in each case of whatever form, which are

kept in your name with us in Greece from time to time, including, but not being

limited to your currently existing Account(s).

“Secrecy Laws”: means any secrecy laws applicable to bank accounts kept within Greece, including


Legislative Decree 1059/1971, as in force.

“Service”: means any Electronic Banking Service, Account reporting or other service made

available to you from time to time under the Terms.

“Specified Task” means the provision of a Service, any services or support required for or incidental to

the provision, maintenance or enhancement of a Service (whether performed by or on

behalf of Bank of America), the support of Account Reporting, a Compliance

Initiative and/or a Bank of America Initiative.

“Terms”: means the terms and conditions of the Account Agreement and/or any terms and

conditions applicable to a Service from time to time, including, but not limited to,

terms and conditions in documentary form, schedules of charges and fees, policies

accepted or endorsed by you or on your behalf, pre-printed, standard, or posted terms

and conditions in any media (including terms where acquiescence requires only a

mouse click) and contractual documentation relating to a Relevant Account or

Service.

2. AUTHORISATIONS TO BANK OF AMERICA

2.1 In consideration of Bank of America agreeing to provide to you one or more Services from time to time

pursuant to the Terms, you hereby provide your unlimited and unreserved authorisation to each Designated

Person to have access to Information and to request from Bank of America and receive, on the basis of the

powers hereby granted and on your behalf, any Information relating to the Relevant Accounts, for the purpose of

assisting Bank of America in performing the Specified Tasks.

2.2 Each Designated Person acting on the authority hereof shall be and is hereby constituted as your true and lawful

attorney-in-fact for the specific purposes stated herein, provided that such designation shall not be exclusive and

shall not preclude you from exercising any of the powers hereby granted.

2.3 For purposes of the Secrecy Laws, you agree and accept that, whenever receiving or otherwise accessing

Information, a Designated Person shall be deemed to act as your representative, in your name and on your

behalf and not as a third party.

2.4 You agree and accept that each person designated or otherwise specified as a recipient of Information under a

Bank of America third party authorisation agreement (“TPA”), an authorisation specific to a Service, or a

request to furnish Information for purposes of Account Reporting, whether prior to or following the date of this

Schedule 3, shall in each case qualify as a Customer Designated Person.

2.5 You agree and accept that the authorisations contained in this section 2 of this Schedule 3 shall be irrevocable

for the continuance of the Account Agreement. By way of derogation from the provisions of the Account

Agreement and the Terms, but without prejudice to any of our rights or remedies thereunder, you agree and

accept that Bank of America may terminate one or more Services with immediate effect in the event that:

(a) You terminate, challenge, rescind or seek to revoke or invalidate this Schedule 3 and/or the authorisations

contained herein; and/or

(b) Bank of America believes that the authorisations contained in this Schedule 3 are not sufficient to permit it

to perform the Specified Tasks and you fail to comply with section 4.4 of this Schedule 3.

3. BANK OF AMERICA DESIGNATED PERSONS

3.1 You agree that Bank of America shall have absolute discretion in determining the Bank of America Designated

Persons and may appoint, substitute or revoke any Bank of America Designated Persons in its absolute

discretion. Bank of America shall not be required to notify you or seek or obtain your consent in respect of any

such appointment, substitution or revocation.

3.2 Without prejudice to section 3.1 above, Bank of America shall take commercially reasonable steps with a view

to:

(a) Limiting the Bank of America Designated Persons to those persons that Bank of America determines have

a need to know for purposes of assisting Bank of America in pursuing the Specified Tasks;

(b) Satisfying itself that Bank of America Designated Persons are aware of the provisions of the Secrecy Laws;

and

(c) Requiring Bank of America Designated Persons to accept to be bound by confidentiality obligations in

respect of the Information.


4. EFFECTIVENESS, SCOPE AND INCORPORATION

4.1 It is agreed that the provisions of this Schedule 3 shall constitute an integral part of the Account Agreement and

shall take effect immediately.

4.2 To the extent applicable to a Relevant Account, the provisions of this Schedule 3 shall govern in the event of

any discrepancy between the corresponding provisions of the Account Agreement and the provisions of this

Schedule 3.

4.3 This Schedule 3 does not modify, cancel or invalidate any agreements, documents or instruments executed by

you or on your behalf and pertaining to the appointment of any Customer Designated Person.

4.4 The provisions of this Schedule 3 shall automatically apply to all Designated Persons to be appointed from time

to time and for all Specified Tasks; provided however that, if so requested by Bank of America, you agree to

promptly execute all such forms, documents, instruments and authorisations as Bank of America may deem

necessary or advisable to evidence or confirm the authorisations to any Designated Person in respect of any

Specified Task(s).

4.5 Save as modified, supplemented or varied by this Schedule 3, the provisions of the Account Agreement remain

in full force and effect.

5. INDEMNITY

5.1 You agree and accept that Bank of America may rely on the effectiveness and continued validity of your

authorisations hereby provided for purposes of providing Services and otherwise pursuing the Specified Tasks.

Accordingly, in consideration of Bank of America acting in accordance with the terms of this Schedule, you

agree to indemnify Bank of America, its affiliates, controlling entities, their respective officers, directors,

employees, agents and servants and each Bank of America Designated Person (together the “Indemnified

Persons”) and to keep each Indemnified Person indemnified from and against any and all Damages incurred or

sustained by an Indemnified Person of whatever nature and howsoever arising except in the event such Damages

are directly caused by Bank of America’s fraud, gross negligence or wilful misconduct. This indemnity shall

survive the termination of this Schedule 3 without limit in time.

5.2 The indemnity contained in section 5.1 shall be in addition to any indemnification provisions set out in the

Account Agreement.


SCHEDULE 4

Supplemental Terms and Conditions relating to Accounts held in Taiwan

1. LOST CHECKS

In the event any checks provided to us by you are lost, stolen or destroyed, you hereby authorize us to take all

reasonably required action on your behalf to ensure a stop payment is applied to such check, including without

limitation the registration of notice with the Taiwan Clearing House, the posting of a public notice, and the

petitioning of a court of competent jurisdiction for an invalidating judgment.

2. DEFINITIONS

As used in this Schedule;

2.1 “Account Rejection” shall mean refusal by a financial institution to handle transactions through your checking

Account.

2.2 “Dishonored Negotiable Instruments” shall mean negotiable instruments on which a financial institution has

refused to make payment and returned together with a completed dishonored slip.

2.3 “Record” shall mean the records kept by the Taiwan Clearing House in respect of any dishonors, Redemptions

and other facts relevant to your credit on negotiable instruments, which records are available for inquiry.

2.4 “Redemption” shall mean the redemption by you of a Dishonored Negotiable Instrument by payment of the

amount due or the like, where such Dishonored Negotiable Instrument was dishonored due to: (i) insufficient

funds in the account, (ii) incorrect chops or signatures, (iii) designation of a financial institution acting as paying

agent for promissory notes without the agreement of such financial institution, or (iv) your withdrawal of

payment instructions to the financial institution prior to expiry of the period for presentation of the promissory

notes issued by you.

2.5 “Re-Presentation and Payment” shall mean the re-presentation of a Dishonored Negotiable Instrument and

payment thereon from the checking Account or “other payables” account.

2.6 “Reserve for Payment” shall mean the deposit by you of the face amount of a Dishonored Negotiable Instrument

with the financial institution handling the Dishonored Negotiable Instrument together with a request to hold the

same as “other payables”.

2.7 “Termination of Mandate as a Paying Agent” shall mean termination of a financial institution's mandate to act

as paying agent for a promissory note.

3. ACCOUNT OPENING REVIEWING AND CHANGE OF ACCOUNT OPENING DATA

3.1 When you open an Account, you shall fill out a signature card and a receipt for checks and deliver the same to

us. After verification by us with the Taiwan Clearing House and upon receipt of your written request, we shall

provide blank checks to you.

3.2 In the event that the data contained in the signature card is changed, you shall immediately notify us in writing.

If you intend to change your specimen chop, you shall fill out a new signature card.

3.3 In the event that you change your name or your responsible person and fail to comply with the preceding

paragraph, and such failure is not remedied within one (1) month after we discover the failure and provide

notification of the same to you, we may terminate the Agreement and close your Accounts.

4. PROMISSORY NOTE

4.1 In the event that a promissory note is issued by you and we are designated as the paying agent, subject to our

consent to such appointment, we shall pay the amount due from your checking Account.

4.2 If the promissory note is presented after expiry of the presentation period but within three (3) years of the expiry

date of such promissory note, we shall honor the note so long as you have not withdrawn your order of payment


and no other circumstances prohibit us from making payment, provided that the promissory note is a promissory

note payable on demand, the above three (3) year period shall run from the issue date. If the promissory note

issued by you is dishonored due to insufficient funds or incorrect chops or signatures, such dishonor shall be

recorded in your Record.

5. HANDLING FEES

5.1 When a negotiable instrument issued by you is dishonored due to insufficient funds, we may collect handling

fees from you.

5.2 The handling fees described in the preceding paragraph shall not exceed one hundred and fifty percent (150%)

of the handling fees that the Taiwan Clearing House collects from us.

6. RECORD

In the event that:

(a) you have made a Redemption,

(b) you have deposited a Reserve for Payment,

(c) there has been Re-Presentation and Payment, or

(d) other matters occur related to your credit on negotiable instruments within three (3) years after the date

on which a check drawn by you or a promissory note of which we are a paying agent is dishonored,

you may request that we notify the Taiwan Clearing House to record such facts in accordance with the

“Guidelines for the Registration of Depositors' Credit on Negotiable Instruments”.

7. LIMITATION OR SUSPENSION ON PROVISION OF BLANK CHECKS OR PROMISSORY NOTES

7.1 We may withhold the issuance of blank checks and blank promissory notes to you if you present:

Dishonored Negotiable Instruments due to insufficient funds or you make frequent Redemptions or

frequent deposits of Reserve for Payment or Re-Presentation and Payments after the negotiable

instruments have been dishonored.

7.2 We shall notify you of the reason for such withholding in writing and you may raise objections if you deem such

withholding unreasonable.

7.3 In the event that your deposit Account with us is attached, we may suspend the provision of blank checks and

blank promissory notes. However, the preceding provision shall not apply if a Reserve for Payment for the

attached amount has been deposited with us.

8. TERMINATION OF MANDATE AS A PAYING AGENT

8.1 In the event that promissory notes issued by you and drawn on your checking account maintained with any

financial institutions have been dishonored due to the withdrawal of the payment instruction to the financial

institution being designated as paying agent prior to the expiration of the period for presentation, and the

number of such dishonored promissory notes (on which no Redemption, no Reserve for Payment and no Re-

Presentation and Payment has been made) is not less than three (3) within any one (1) year period, we may

terminate your mandate to designate us as a paying agent for a period of three (3) years commencing from the

date the Taiwan Clearing House declares the dishonors.

8.2 If we terminate your mandate to designate us as a paying agent, you shall return any remaining blank

promissory notes to us within one (1) month of receiving our notice of such termination.

9. REJECTED ACCOUNT RECORDS

9.1 In the event that negotiable instruments drawn on your checking accounts with any financial institutions have

been dishonored not less than three (3) times in any one (1) year period for any of the reasons stated below or

you are sentenced for commission of a crime related to the use of negotiable instruments, we may reject your

Account for a period of three (3) years commencing from the date the Taiwan Clearing House declares the

dishonors or incidents.

(a) Insufficient funds in your account;


(b) Incorrect chops or signatures of you; or

(c) Designation of a financial institution to act as paying agent for promissory notes without the agreement

of such financial institution.

9.2 The Records for each item in the preceding paragraph shall be calculated separately and not in aggregate.

10. TERMINATION

If your Account has been rejected, you shall close the Account and return all unused blank checks and

promissory notes to us within one month after receipt of our notice to do so. IF YOU FAIL TO CLOSE THE

ACCOUNT WITHIN ONE MONTH, WE MAY CLOSE THE ACCOUNT, AND PLACE THE

BALANCE OF THE FUNDS HELD IN THE ACCOUNT IN A SEPARATE ACCOUNT IN OUR NAME

(“HOLDING ACCOUNT”) PENDING YOUR INSTRUCTIONS AS TO THE DISPOSAL OF SUCH

BALANCES. YOU WILL NOT RECEIVE INTEREST ON SUCH BALANCES HELD IN A HOLDING

ACCOUNT.

11. TEMPORARILY RESUMED TRANSACTIONS UPON COMPANY REORGANIZATION

11.1 If you are a company which has obtained an approval for reorganization from a court before the period of

Account Rejection has expired, you may request that we notify the Taiwan Clearing House to make a Record of

such reorganization and we may temporarily resume transactions with you once the reorganization has been

recorded.

11.2 In the event a negotiable instrument is dishonored due to insufficient funds after the date of the temporary

resumption of transactions, but before the expiry date of the initial Account Rejection, we may reject your

Account for a period of three (3) years commencing from the date on which the Taiwan Clearing House declares

the dishonor.

12. REQUEST FOR RESUMPTION OF TRANSACTIONS

If, after you are subject to an Account Rejection, any of the following circumstances occur, you may, with our

consent, open a new Account and resume transactions:

(a) The period for Account Rejection has expired; or

(b) Recordation by the Taiwan Clearing House of the Redemption, Reserve for Payment or Re-

Presentation and Payment in respect of each of the Dishonored Negotiable Instruments which resulted

in the Account Rejection and in respect of each of the other Negotiable Instruments which had been

dishonored after the Account Rejection.

13. MAINTENANCE OF DATA AND INQUIRIES

You agree that we may provide your information to the Taiwan Clearing House and use the Taiwan Clearing

House as a data center for maintaining Records of Dishonored Negotiable Instruments and rejected account

records. You also agree that such Taiwan Clearing House may make your Record of Dishonored Negotiable

Instruments and rejected account records and all other data related to the your credit on negotiable instruments

available for inquiry by us and other third parties.


SCHEDULE 5

Supplemental Terms and Conditions relating to FATCA

(applicable to Australia, Hong Kong, India, Indonesia, Japan, Malaysia, New Zealand, the People’s

Republic of China, the Philippines, Singapore, Taiwan and Thailand)

1. New Clauses 2(A) to 2(C) are inserted into the Agreement as follows:

“2(A) You shall, within ten Business Days of a reasonable request by us:

(i) confirm to us whether you are:

(a) a FATCA Exempt Party; or

(b) not a FATCA Exempt Party; and

(ii) supply to us such forms, documentation and other information relating to your status under

FATCA as we reasonably request for the purposes of our compliance with FATCA.

2(B) If you confirm to us pursuant to sub-Clause 2(A)(i)(a) above that you are a FATCA Exempt Party and

you subsequently become aware that you are not, or have ceased to be a FATCA Exempt Party, you shall

notify us promptly.

2(C) If you fail to confirm your status or to supply forms, documentation or other information requested in

accordance with Clause 2(A) above, then:

(i) if you failed to confirm whether you are (and/or remain) a FATCA Exempt Party then you shall be

treated for the purposes of the Agreement as if you are not a FATCA Exempt Party; and

(ii) to the extent you failed to provide information establishing that you are exempt from withholding,

or that would establish an exemption with respect to other payments, under FATCA, we shall be

entitled to assume that such payments are subject to full withholding,

until (in each case) such time as you provide the requested confirmation, forms, documentation or other

information.”

2. Clause 8.6 of the Agreement is deleted in its entirety and replaced with the following:

“8.6(A) Either Party may at any time close any or all of the Accounts and terminate the relationship between

the Parties by giving not less than thirty (30) days prior written notice to the non-terminating Party to

do so.

8.6(B) Without prejudice to sub-Clause (A) above, if in our sole discretion, we are, at any time, of the view

that our performance of this Agreement (and/or any of the transactions contemplated hereby) is no

longer acceptable (including, without limitation, where it may cause us to violate any applicable law

(including, without limitation, FATCA), guideline, decree, rule or regulation of any applicable

governmental authority or make a FATCA Deduction in respect of any payment), we may at any time

close any or all of the Accounts and terminate the relationship between the Parties by giving not less

than fifteen (15) days prior written notice to you or such shorter period as may be required by

applicable laws and/or regulations.

8.6(C) Once the applicable period of notice (as set out in sub-Clause (A), or as the case may be, sub-Clause

(B) above) has expired any affected Accounts will cease to accrue credit interest and any credit balance

thereon will be placed at your disposal. Unless otherwise expressly agreed in writing, we shall be

entitled at any time to cancel any relevant credit commitments and outstandings and to demand

immediate payment of our claims (whether direct or contingent) in respect of any affected Accounts.

Thereafter any outstanding amounts owed to us by you shall accrue debit interest in accordance with

Clause 5.1.”

3. Clause 9.4 of the Agreement is amended as follows:

(i) the word “or” is deleted from the end of sub-Clause (v);

(ii) the full stop (“.”) at the end of sub-Clause (vi) is replaced with the words “; or”; and

(iii) a new sub-Clause (vii) is added as follows: “(vii) as contemplated in Clause 2(A), 2(B), 2(C), 9(A),10(A),

10(B), 10(C), and 10(D) of the Agreement.”

4. A new Clause 9(A) is inserted into the Agreement as follows:

“9(A) You agree and consent to the processing, use and maintenance by us and our affiliates of any

authorisations, waivers, forms, documentation and other information relating to your status under

FATCA and that of any of your Consenting Persons (if applicable) (the “FATCA Information”) and

the disclosure, transfer and reporting of such FATCA Information to any relevant tax authority, any

delegate or other person making payments to you (including without limitation in each case, the

Internal Revenue Service of the United States of America) to the extent that we or our affiliates (or any

one of them) reasonably determine that such processing, use, maintenance, disclosure, transfer or

reporting is necessary or helpful to facilitating compliance with FATCA by you, your Consenting

Persons, us, any of our affiliates, any delegate or other person making payments to you. We and any of

our affiliates may transfer any FATCA Information to an above recipient where such recipient's place

of business may be in a jurisdiction outside of the relevant person's place of business or outside of the


jurisdiction in which the FATCA Information may be collected, stored or processed. You agree that,

where necessary, you have obtained the consent of each of your Consenting Persons as applicable to

the processing, use, maintenance, disclosure, transfer and reporting of any such FATCA Information

and for the purposes for which the information will be processed and that we are not responsible or

accountable for the consequences of any occasion where such consent has failed to be obtained.”

5. New Clauses 10(A) to 10(D) are inserted into the Agreement as follows:

“10(A) You consent to any FATCA Deduction made by us (or any of our affiliates or any of our delegates or

any other withholding agent or third party (including, without limitation, any custodian)) from any

payment to you, or to or from any of your Accounts, or any account of any amount of withholding,

income tax, value added tax, tax on the sale or disposition of any property, duties or other lawfully

collected amounts collected or paid under FATCA which we (or any of our affiliates or any of our

delegates or any other withholding agent or third party (including, without limitation, any custodian))

reasonably determine is required under FATCA.

10(B) You acknowledge and accept that we will not be required to reimburse you for any FATCA Deduction

made by us, any of our affiliates, any delegate or any other person.

10(C) To the extent we, any of our affiliates, any delegate or any other party pay(s) or is/are or become(s)

required to pay any amount that should have been, but was not deducted and withheld from a payment

to you, or to or from any of your Accounts, or any account required as described above in this Clause,

notwithstanding any other provision of the Agreement you shall indemnify us for such amount, plus

any interest and penalties thereon, provided we or any of our affiliates or any of our delegates paid or

is/are or become(s) required to pay the amount to a governmental authority in any jurisdiction,

domestic or foreign. The foregoing indemnity will not apply to the extent that the failure to deduct or

withhold was caused by our negligence or wilful misconduct. You represent that you have secured

from any person that will own a beneficial interest in a payment from us any consent or waiver

necessary to permit us, any of our affiliates and any delegate to carry out the actions described in this

Clause 10(C). This indemnity shall survive the termination of the Agreement. This indemnity is

additional to and shall not be affected by any other indemnity from you.

10(D) Each Party will provide to the other party any tax documentation that the other party reasonably require

including but not limited to Internal Revenue Service W-9 and/or W-8 series forms.”

6. Where an Account is maintained in a jurisdiction which is set out below, the following additional terms and

conditions shall apply:

Australia

(A) You represent and warrant that you have obtained the informed consent of each of your Consenting

Persons:

(i) as to the matters set out in sub-clause (B) below as it applies to those Consenting Persons; and

(ii) as required by applicable law for the purpose of enabling us, any of our offices, branches

subsidiaries, affiliates or units to process, use, maintain, disclose, transfer and report any such

Personal Data and FATCA Information.

We, any of our offices, branches subsidiaries, affiliates or units are not liable, responsible or

accountable for the consequences of any occasion where such consent has failed to be obtained.

(B) To the extent required, you and each of the Consenting Persons consent to the disclosure of Personal

Data and FATCA Information to any of the recipients set out in clauses 9.4 and 9(A) respectively

where those recipients may be in a jurisdiction outside of Australia, and you and each of the

Consenting Persons expressly acknowledge that by reason of yours and each of the Consenting

Person's consent, we, any of our offices, branches subsidiaries, affiliates or units will not be required to

comply with Australian Privacy Principle 8.1 of the Australian Privacy Act 1988 (Cth) in respect of

disclosure to overseas recipients. As a result, we, any of our offices, branches subsidiaries, affiliates or

units will not be accountable and you and each of the Consenting Persons will not be able to seek

redress under the Privacy Act if an overseas recipient handles Personal Data and/or FATCA

Information in breach of the Australian Privacy Principles.

The People’s Republic of China

To the extent applicable, you confirm that any FATCA Information provided to us is not a state secret as

defined under the laws of the People’s Republic of China and that you will indemnify us and hold us harmless

from any illegal disclosure of state secrets (if any).

The People’s Republic of China, Hong Kong, Malaysia, Taiwan, Thailand, and Japan


You agree to: (a) obtain from any person, which is or which subsequently becomes a Consenting Person, a duly

executed consent letter in the form of Schedule 5A; and (b) immediately deliver to us a duly executed original of

such consent.

7. New Clauses (A) to (D) are inserted into Clause 12 of the Agreement as follows:

(A) “Consenting Person” means your affiliates, and any individuals referred to in the Personal Data and/or

FATCA Information.

(B) “FATCA” means:

(i) sections 1471 to 1474 of the US Internal Revenue Code of 1986 as amended or any

associated regulations or other official guidance;

(ii) any treaty, law, regulation or other official guidance enacted in any other jurisdiction, or

relating to an intergovernmental agreement between the US and any other jurisdiction, which

(in either case) facilitates the implementation of paragraph (a) above; or

(iii) any agreement pursuant to the implementation of paragraphs (i) or (ii) above with the US

Internal Revenue Service, the US government or any governmental or taxation authority in

any other jurisdiction.

(C) “FATCA Deduction” means a deduction or withholding from a payment under the Agreement

required by FATCA.

(D) “FATCA Exempt Party” means a party that is entitled to receive payments free from any FATCA

Deduction.


SCHEDULE 5A

Form of Consent Letter to be obtained from each Consenting Person

(applicable to The People’s Republic of China, Hong Kong, Malaysia, Taiwan, Thailand, and Japan)

To: [Insert name of relevant Bank of America entity]

From: [ ]

[Date]

Dear Sirs:

For the purposes of this letter, "FATCA" means: (i) sections 1471 to 1474 of the US Internal Revenue Code of 1986 as

amended or any associated regulations or other official guidance; (ii) any treaty, law, regulation or other official guidance

enacted in any other jurisdiction, or relating to an intergovernmental agreement between the US and any other

jurisdiction, which (in either case) facilitates the implementation of paragraph (i) above; or (iii) any agreement pursuant

to the implementation of paragraphs (i) or (ii) above with the US Internal Revenue Service, the US government or any

governmental or taxation authority in any other jurisdiction. I hereby agree and consent to the processing, use and

maintenance by you and your affiliates of any authorisations, waivers, forms, documentation and other information

relating to my status under FATCA (the "FATCA Information") and the disclosure, transfer and reporting of such

FATCA Information to any relevant tax authority, any delegate or other person making payments to [name of the

counterparty] (including in each case, without limitation, the Internal Revenue Service of the United States of America)

to the extent that you or your affiliates (or any one of them) reasonably determine that such processing, use, maintenance,

disclosure, transfer or reporting is necessary or helpful to facilitating compliance with FATCA by me, [name of the

counterparty], you, any of your affiliates, any delegate or other person making payments to [name of the counterparty].

By:

[Name]

The undersigned hereby certifies that the signature set forth above is the true and genuine signature of the above named

person.

By:

[Name]

[Title]

[Name of counterparty]