DEPOSIT SERVICES AGREEMENT by and between Aspiration Financial, LLC and Promontory Interfinancial Network, LLC December 31st, 2018

Promontory Network provides the Insured Network Deposits^® service, also known as IND^® (“IND” or the “Service”). Through the Service, Promontory Network supports the offering of deposit accounts by participating broker-dealers and other regulated financial institutions (each a “Custodial Agent”) to their eligible customers. The deposit accounts are established at participating depository institutions, the deposits of which are insured by the Federal Deposit Insurance Corporation (“FDIC”).

Company, a broker-dealer registered with the Securities and Exchange Commission (“SEC”) under the Securities Exchange Act of 1934, as amended (“Exchange Act”), offers to certain of its customers a service through which Company automatically invests, or “sweeps,” free credit balances in a customer’s account with Company (an “Account”) into an investment selected by each customer from among those offered by Company (each a “Sweep Investment”).

Company wishes to use the Service to support its offering of two types of deposit accounts at FDIC-insured depository institutions (the “Deposit Accounts”) as a Sweep Investment to certain customers of Company. Two types of Deposit Accounts will be offered: (1) a money market deposit account of the type described in 12 CFR § 204.2(d)(2) (an “MMDA”); and (2) a linked transaction account of the type described in 12 CFR § 204.2(e)(2) (“NOW Account”) or, subject to the terms and conditions set forth below, 12 CFR § 204.2(b)(1) (“DDA”) (each, a “Transaction Account”).

Promontory Network from time to time will designate eligible depository institutions to accept deposits from Company on behalf of Company’s eligible customers (each a “Depository Institution”). Company will establish two Deposit Accounts at each Depository Institution as agent and custodian for its customers: (1) a custodial MMDA (a “Custodial MMDA”) and (2) a linked custodial Transaction Account (a “Custodial Transaction Account”) (each a “Custodial Deposit Account”), each titled in accordance with Section 6.01 (b)(i). Each Company customer’s individual MMDA and Transaction Account will be reflected in records maintained by Company as agent and custodian for each Customer (respectively, a “Customer MMDA” and a “Customer Transaction Account”)(each a “Customer Deposit Account”).

CUSTOMERS; TRANSACTION ACCOUNTS; PRIMARY PROVIDER

Eligible Customers and Customers.

Transaction Accounts.

Exclusive Provider of Services.

Transition. In consultation with Promontory Network, Company will use commercially reasonable efforts to facilitate the transfer to the Deposit Accounts of the balances of Eligible Customers. Subject to Applicable Law, Company may offer Eligible Customers incentives to transfer their respective balances to the Deposit Accounts. “Applicable Law” means any law, statute, rule or regulation or policy of any federal governmental authority of competent jurisdiction, and relevant judicial interpretations thereof, or any rule or interpretation of any self-regulatory organization of competent jurisdiction, that is applicable to a party in connection with the actions required to be taken by that party pursuant to this Agreement as the same is in effect from time to time and includes, without limitation, federal banking and securities laws, FDIC regulations concerning aggregation of deposits, the USA PATRIOT Act and the SEC and bank regulatory privacy rules.

Project.

Information Requests.

Service Level Appendix.

PROMONTORY NETWORK’S AGREEMENTS WITH DEPOSITORY INSTITUTIONS

Depository Institution Agreements.

COMPANY’S AGREEMENTS WITH DEPOSITORY INSTITUTIONS

Company’s Agreements with Depository Institutions.

Company will have entered into such account opening agreements (each an “Account Agreement”) as reasonably required by each Depository Institution within a reasonable time after such Depository Institution’s designation by Promontory Network, however, Company retains the right not to agree to enter into an Account Agreement if the Depository Institution is not acceptable to Company for any reason. In such event, Company acknowledges and agrees that such refusal to enter into Account Agreements with such Depository Institutions may limit the amount of funds that may be placed through the Service. Promontory Network will provide reasonable assistance to Company in connection with Company’s obligation to enter into an Account Agreement with each Depository Institution.

Each Account Agreement will include, but may not be limited to, the following provisions.

The Custodial Deposit Accounts will be established using the following manner of recordation: “[Custodial Agent], acting as exclusive agent for its customers acting for themselves and for others,” or such other manner of recordation approved by the FDIC to satisfy the requirements for pass-through FDIC deposit insurance in 12 CFR § 330.5.

Each Customer MMDA will be subject to any and all terms and conditions as may from time to time be imposed on any account described in 12 CFR § 204.2(d)(2) and applicable interpretations thereunder. Each Customer Transaction Account will be subject to any and all terms and conditions as may from time to time be imposed on any account described in 12 CFR § 204.2(e)(2) and applicable interpretations thereunder, in the case of NOW Accounts, and 12 CFR § 204.2(b)(1) and applicable interpretations thereunder, in the case of DDAs.

Company will authorize the Depository Institution to accept instructions from Company transmitted by the Settlement Agent (as defined in Section 7.01) concerning (A) the deposit of Customer funds into, the withdrawal of Customer funds from the Custodial Deposit Accounts and (B) such other information as necessary to comply with Company’s obligations under this Agreement. Company will authorize the transfer of Customer funds between the Custodial Deposit Accounts via Promontory Network’s IND Dashboard.

Company will authorize the Depository institution to transmit to Promontory Network information, including, if requested, an account statement for each Reporting Period for the Custodial Deposit Accounts, necessary to permit Company’s reconciliation of Customer Deposit Accounts with the Custodial Deposit Accounts. “Reporting Period” means each calendar month, unless otherwise specified in Appendix A.

The Depository Institution will agree not to assert any lien or right of set off against the Custodial Deposit Accounts with respect to obligations of Company to the Depository Institution or to any claims asserted against Company.

The Account Agreement will include such other representations, warranties and covenants as the Depository Institution may reasonably require.

Company will comply in all material respects with all of its obligations under the Account Agreement.

Company’s Agreement with Settlement Agent.

By the Start Date, Company will have entered into an agreement for settlement agent services in substantially the form to be provided by Promontory Network (“Settlement Agreement”), which will be incorporated into and made part of this Agreement, with a depository institution selected by Promontory Network (“Settlement Agent”) pursuant to which Settlement Agent will act as Company’s settlement agent in connection with the Service. Promontory Network may change the Settlement Agent upon 30 days prior written notice to Company. Any new Settlement Agent shall be rated investment grade by at least two nationally recognized statistical rating organizations and have shareholder(s)’ equity of at least $1 billion.

Company will comply in all material respects with all obligations under the Settlement Agreement, including its obligations to settle by the settlement time as provided therein. Company will reimburse Promontory Network for any reasonable and direct expenses incurred by Promontory Network as a result of Company’s failure to comply with any of its obligations under the Settlement Agreement, including any third-party service provider costs or fees incurred as a result of or arising from a breach of the Company’s settlement obligations.

Cost of Funds.

Each Depository Institution will agree in its DIA to pay an amount, to be known as the “Total All-in Cost of Funds,” in respect of the Custodial Deposit Accounts at the Depository Institution for each day at a rate based on (i) the Federal Funds Effective Rate as reported by the Board of Governors of the Federal Reserve System for the prior Business Day in the H.15 (519) publication entitled “Selected Interest Rate,” or its successor publication (“Federal Funds Effective Rate”), (ii) the U.S. Dollar One-Month ICE Benchmark Administration Limited LIBOR as provided as of 11:00 A.M. London time for the prior London business day and published in the Financial Times, U.S. Edition (“One-Month LIBOR”) (or another commercially available source providing quotations of One-Month LIBOR as designated by Promontory Network from time to time) or (iii) another index or pricing structure mutually agreed by Promontory Network and the Depository Institution. The Total All-in Cost of Funds may vary from Depository Institution to Depository Institution.

“Company All-in Cost of Funds” means the portion of the Total All-in Cost of Funds that will be available for interest to Customers and fees to Company. Appendix A sets forth the formula by which the Company All-in Cost of Funds that accrues each day at the Depository Institutions will be determined.

The portion of the Company All-in Cost of Funds that constitutes interest on the Custodial Deposit Accounts will be credited by each Depository Institution to the Custodial Deposit Accounts on the last day of the Reporting Period or on such other day as may be required after the day of accrual but before the last day of the Reporting Period (for example, if an Account closes before the end of the Reporting Period). The portion of the Company All-in Cost of Funds that constitutes fees owed to Company will be credited by each Depository Institution to Company’s settlement account with the Settlement Agent at the end of each Reporting Period.

Interest Rates and Interest Rate Tiers.

Company will periodically determine the amount of the Company All-in Cost of Funds paid in respect of the Custodial Deposit Accounts at the Depository Institutions that it will receive as a fee. The remainder of the Company All-in Cost of Funds will be paid by the Depository Institution as interest on the Custodial Deposit Accounts. In its discretion, Company may receive different amounts of the Company All-in Cost of Funds as a fee in respect of different Customer Deposit Accounts and Customers may be eligible for different interest rates on their Customer Deposit Accounts. The use of multiple interest rates is referred to as “Interest Rate Tiers.” Company may establish Interest Rate Tiers that are based upon (i) the balance amount in Customer Deposit Accounts or (ii) the value of eligible assets in a Customer’s Account or (iii) other client segmentation strategies to the extent legally permissible.

As applicable, and potentially daily, Company will promptly notify Promontory Network, for transmission to each Depository Institution, of any changes in Interest Rate Tiers or interest rates, including (as applicable): (i) the Customer Deposit

Balance Amounts.

Promontory Network will endeavor to process all balances that Company makes available for processing pursuant to this Agreement, but will not be deemed to be in breach of this Agreement if, after endeavoring to do so, is unable to find sufficient deposit capacity for such balances.

Promontory Network Fee.

Customer Records.

Company as agent and custodian for each Customer will maintain records that reflect each Customer MMDA and each Customer Transaction Account in compliance with applicable SEC regulations and rules of the self-regulatory organizations, including the Financial Industry Regulatory Authority (“FINRA”).

As agent and custodian for Customers, Company will maintain in good faith and in the regular course of its business such records as are necessary to satisfy the requirements of 12 CFR § 330.5 concerning the availability of “pass-through” FDIC deposit insurance with respect to Customer Deposit Accounts. In connection with the execution and delivery of this Agreement, Promontory Network will provide a memorandum outlining its position that the Customer Deposit Accounts are eligible for “pass-through” deposit insurance pursuant to FDIC regulations if established and maintained as specified in this Agreement. Company will obtain an opinion of outside counsel regarding FDIC protection for the deposit customers if and as required by published guidance.

Company will assign to each Customer a unique number in a format agreed to by Company and Promontory Network, to be used to designate the holder of the related Customer MMDA and Customer Transaction Account (“Account ID”). Any communications between the parties with respect to one or more specific Customer

Records Maintained by Promontory Network.

Promontory Network (directly or through one or more service providers) will maintain a record of, or records sufficient to establish, each calculation, allocation or proposed instruction prepared by Promontory Network pursuant to Sections 10.02, 11.04 and 11.05. Certain records described in this Section 9.02(a) will also be maintained by Promontory Network and made available to each Depository Institution in accordance with the DIA.

Promontory Network will make available any records retained pursuant to Section 9.02(a) to Company, its auditors or any regulatory authority upon request within a mutually acceptable time frame based on the nature of the request or, if applicable, within the time specified by a published applicable regulatory standard.

Reporting Period Customer Deposit Account Information.

Requests From Depository Institutions.

Company will comply with requests from a Depository Institution’s auditor or Federal or state banking regulators with appropriate jurisdiction to review Company’s books and records with respect to transactions in the Customer Deposit Accounts. Upon a Depository Institution’s request, Company will, within a reasonable timeframe, provide information to the Depository Institution by Account ID to verify the status of each Customer’s MMDA as a “savings deposit” as defined in Regulation D of the Board of Governors of the Federal Reserve System and by the interpretations thereunder (“Regulation D”).

Upon request, Promontory Network will, consistent with the nature of the request, promptly provide records and information in its possession or control required by Company to comply with any request from a Depository Institution’s auditor or federal or state banking regulators and will otherwise provide reasonable assistance to Company in complying with any such request.

Company hereby authorizes Promontory Network to provide a Depository Institution, upon its request, a report setting forth by Account ID the number of transfers from a Customer MMDA to the related Customer Transaction Account during a Reporting Period. Promontory Network will promptly notify Company of any such request.

Interest Rate

Calculation of Interest at Each Depository Institution

Allocation and Failure to Pay.

Promontory Network will provide allocation services to Company that consist of (i) providing proposed allocations of Customer deposits, transfers and withdrawals associated with each Account ID as described herein and (ii) providing Company with proposed instructions based on those allocations (the “Allocation Services”). The parties acknowledge that the proposed instructions provided to Company by Promontory Network pursuant to Section 11.06 must be issued by Company prior to the deposit, withdrawal or transfer of Customer funds and that Promontory Network has no authority to effect the execution of the proposed instructions or the deposit, withdrawal or transfer of Customer funds in connection with the proposed instructions.

Company agrees that if, other than because of a breach of this Agreement by Promontory Network, Company fails to make any payment under this Agreement when due (a “Failure to Pay”), including failing to comply with settlement payment instructions it receives from the Settlement Agent, Company will be responsible for any costs resulting from its Failure to Pay, including reasonable and direct costs incurred by Promontory Network, any Depository Institution or the Settlement Agent, including any third-party service provider costs or fees incurred as a result of or arising from a Failure to Pay.

Customer Deposits and Withdrawals.

Establishment of Deposit Sequence.

Subject to Section 11.03(e), Customer funds will be allocated to Depository Institutions so that Customer funds associated with an Account ID that are placed in Depository Institutions will be eligible, subject to Applicable Law, including FDIC regulations regarding aggregation of deposits, for FDIC insurance coverage in the aggregate up to the FDIC eligibility amount set forth in Appendix A (the “FDIC Eligibility Amount”). Not later than thirty (60) days before the Start Date, Promontory Network will notify Company in writing of (i) the amount of Customer funds associated with an Account ID that may be placed at any single Depository Institution (the “Maximum Deposit Amount”) and (ii) the number of Depository Institutions at which Customer funds may be placed.

Not later than thirty (30) days before the Start Date, Promontory Network will identify tentative sequences of Depository Institutions (each a “Deposit Sequence”) that specify (i) the identity of Depository Institutions in which Customer funds may be placed and (ii) the order in which the identified Depository Institutions will receive such funds. A Deposit Sequence may include a position in the sequence containing alternate Depository Institutions to which Customer funds may be allocated. Different Deposit Sequences may be applied to Customer funds associated with different Account IDs. Deposit Sequences are subject to change (including before the Start Date) pursuant to Section 11.03(c). Company will provide information requested by Promontory Network for use in establishing Deposit Sequences, organized by Account ID, and will assign Account IDs to applicable Deposit Sequences based on parameters provided by Promontory Network.

Promontory Network may change any one or more Deposit Sequences (including the identity of the Depository Institutions in which Customer funds associated with an Account ID may be placed). Promontory Network will use its commercially reasonable efforts, subject to Applicable Law, to make such changes only as necessary to achieve the purposes of this Agreement. Promontory Network will use its commercially reasonable efforts to notify Company in advance of any such changes; however, if there are new Depository Institutions that are added to a Deposit Sequence pursuant to this Section 11.03(c), Promontory Network shall provide advance notice to Company of such addition.

Company will give Promontory Network notice, organized by Account ID, identifying Depository Institutions that the Customer associated with an Account ID has elected not to permit to receive deposits of Customer funds. Promontory Network will promptly modify the Deposit Sequence for that Account ID to exclude such Depository Institutions.

Notwithstanding anything to the contrary in this Agreement, Promontory Network may reduce the FDIC Eligibility Amount applicable to Customer funds associated with an Account ID by the amount of FDIC insurance coverage that would have been available for Customer funds associated with that Account ID had such Customer funds been placed in Depository Institutions that the Customer associated with the Account ID has elected pursuant to Section 11.03(d) not to permit to receive deposits of such Customer funds.

Implementation and Modification of Deposit Sequence.

Customer funds associated with a single Account ID will not be allocated to any one Depository Institution in an amount greater than the Maximum Deposit Amount, except that funds in excess of the FDIC Eligibility Amount (as it may be adjusted pursuant to Section 11.03(e)) may be allocated to one or more Depository Institutions in an amount greater than the Maximum Deposit Amount.

Subject to Section 11.04(a), interest credited by a Depository Institution to Customer Deposit Accounts associated with an Account ID that causes the balances for that Account ID at that Depository Institution to exceed the Maximum Deposit Amount will be allocated by Promontory Network to the next Depository Institution in the Deposit Sequence. Promontory Network is responsible only for monitoring the Maximum Deposit Amount with respect to the Customer Deposit Accounts associated with a single Account ID and has no responsibility for monitoring other deposit relationships that a particular Customer may have with a particular Depository Institution, whether direct or indirect, in the same or a different capacity or under a different Account ID.

Withdrawals will be allocated to the Customer Deposit Accounts associated with each Account ID on a “last-in, first-out” basis (funds will be withdrawn first from the last Depository Institution in the Deposit Sequence and last from the first Depository Institution in the Deposit Sequence) or such other method as agreed to in writing by the parties (the “Withdrawal Sequence”).

Promontory Network will develop exceptions applicable to all Deposit Sequences and to the Withdrawal Sequence to reflect the inability of one or more Depository Institutions to accept deposits for a short period of time. As set forth in Section 12.01(a), Promontory Network will assist Company in developing Customer disclosures that describe the exceptions.

Customer Deposit Account Deposits, Withdrawals and Transfers

Except as set forth in Section 11.05(b) and Section 11.05(e), Promontory Network in the proposed allocations provided as part of the Allocation Services will allocate Customer deposits associated with an Account ID to a Customer MMDA associated with the same Account ID at the Depository Institution in the Deposit Sequence applicable to the Account ID.

Notwithstanding Section 11.05(a), Promontory Network in the proposed allocations provided as part of the Allocation Services may allocate all or part of the Customer deposits associated with an Account ID to a Customer TA to establish and/or maintain a threshold amount (“Threshold Amount”). The Threshold Amount may differ from Account ID to Account ID.

Promontory Network in the proposed allocations provided as part of the Allocation Services will allocate Customer withdrawals associated with an Account ID to a Customer Transaction Account associated with the same Account ID at the Depository Institution in the applicable Withdrawal Sequence. Customer withdrawals will not be made from a Customer MMDA.

Promontory Network in the proposed allocations provided as part of the Allocation Services will allocate funds from a Customer MMDA associated with an Account ID to a Customer Transaction Account associated with the same Account ID at the same Depository Institution as needed to fund Customer withdrawals and maintain the Threshold Amount, if any.

As part of the Allocation Services, Promontory Network will monitor the transfers from a Customer MMDA associated with an Account ID to a Customer Transaction Account associated with the same Account ID at the same Depository Institution. Upon the sixth transfer from such Customer MMDA to the Customer Transaction Account during a Reporting Period, Promontory Network in the proposed allocations will allocate the remaining funds in the Customer MMDA to the Customer Transaction Account and, notwithstanding Section 11.05(a), will not allocate deposits to the Customer MMDA at that Depository Institution for the remainder of the Reporting Period. All deposits to Customer Deposit Accounts associated with that Account ID at that Depository Institution will be allocated to the Customer Transaction Account for the remainder of the Reporting Period.

At the beginning of each Reporting Period, Promontory Network in the proposed allocations provided as part of the Allocation Services will as necessary allocate funds from each Customer Transaction Account associated with an Account ID to the Customer MMDA associated with the same Account ID at each Depository Institution, minus the applicable Threshold Amount, if any.

Settlement Instructions.

As more fully set forth in the SLA, on each Business Day, Promontory Network will provide Company with the following proposed instructions for transmittal to the Settlement Agent:

The aggregate deposit into, or the aggregate withdrawal from, each Custodial Deposit Account at each Depository Institution.

On each Business Day, Promontory Network will provide Company with proposed transfer instructions, if any, between Custodial Deposit Accounts at each Depository Institution via the IND Dashboard.

Company will be solely responsible for approving the proposed instructions described above and submitting such approval to the Settlement Agent.

Balance Information and Daily Reconciliation.

Each Business Day, each Depository Institution will provide to Promontory Network (i) the balances in the Custodial Deposit Accounts (ii) the accrued Company All-in Cost of Funds, and the interest credited to the Custodial Deposit Accounts, to date for the Reporting Period.

Company will perform daily reconciliation, on each Business Day, between aggregate balances in the Customer Deposit Accounts and the Custodial Deposit Accounts. Promontory Network will facilitate such reconciliation by giving Company access to the information set forth in Section 11.07(a), but Promontory Network will have no authority to perform or approve such reconciliation, which will be solely the responsibility of Company.

Customer Disclosure and Notice.

Company will prepare and deliver to each Eligible Customer to which Company offers the Deposit Accounts as a Sweep Investment a disclosure document that discloses the material features of the Deposit Accounts as a Sweep Investment and such other information as may be required by Applicable Law (the “Disclosure Document”). Promontory Network will provide a reasonable amount of assistance to Company in preparing the Disclosure Document, but Company will be solely responsible for its contents. Promontory Network makes no warranties whatsoever, express, implied or statutory, regarding any suggested disclosure language provided by Promontory Network, and Company will be solely responsible for its use.

Company will provide to each Customer (i) a copy of the Deposit Sequence applicable to the Customer, (ii) written notice that at any time the Customer may designate any Depository Institution as ineligible to receive the Customer’s funds and (iii) prior written notice of any changes to the Deposit Sequence applicable to the Customer.

If Company receives any notice from a Depository Institution concerning Customer Deposit Accounts, Company will, consistent with Applicable Law, forward or cause to be forwarded the notice to Customers holding the Customer Deposit Accounts.

Company will deliver the Disclosure Document, Deposit Sequence and other notices required herein pursuant to Applicable Law.

Authorizations, Waivers and Filings.

Legal, Valid and Binding Obligation.

No Conflicts with Governing Documents.

Litigation.

Expenses.

Back-up System.

Compliance with Applicable Law.

Authorizations, Waivers and Filings.

Legal, Valid and Binding Obligation.

No Conflicts with Governing Documents.

Expenses.

Back-up System.

Compliance with Applicable Law.

Litigation or Regulatory Action.

Reliance by Company.

Reliance by Promontory Network.

Confidentiality.

“Confidential Information” means all Promontory Network IP (other than Promontory Network Marks”), Company IP (other than Company Marks) and all nonpublic information that is received by one party to this Agreement (as “Receiving Party”) from the other party (as “Disclosing Party”). With respect to Promontory Network IP, Promontory Network is the Disclosing Party and Company is the Receiving Party. “Promontory Network IP” means (i) the Service,

Promontory Network will not have access to any Customer Information. “Customer Information” means any Customer name, address, telephone number, social security or taxpayer identification number or date of birth or any information from which Promontory Network could associate any Account ID with any Customer name, address, telephone number, social security or taxpayer identification number, date of birth or other identifying information.

Each party to this Agreement will safeguard and hold confidential from disclosure to unauthorized parties all Confidential Information of which it is the Receiving Party unless it obtains the prior written consent of the Disclosing Party; provided that the obligations of the Receiving Party to keep information confidential will not apply to (i) any Confidential Information that is known to the Receiving Party prior to receipt of the Confidential Information from the Disclosing Party or (ii) any Confidential Information, other than Customer Information, that is developed or acquired by the Receiving Party by lawful means independently of any Confidential Information it receives from the Disclosing Party. For purposes of the foregoing, only officers, directors, employees, service providers, consultants and agents (including accountants, auditors and attorneys) of Company, Promontory Network and institutions providing processing and settlement services with respect to the Service will be authorized persons on a “need to know basis” consistent with their respective positions, legal obligations and responsibilities in connection with the Service, and each party will be responsible for compliance with these confidentiality provisions by any such authorized person to whom the party discloses Confidential Information. For the avoidance of doubt, nothing in this Agreement or otherwise will prevent Promontory Network from disclosing this Agreement to any current or prospective Depository Institution.

Notwithstanding anything to the contrary, disclosure may be made by any of the aforementioned authorized persons to state or federal agencies or departments, or to a self-regulatory organization as defined in Section 3(a) of the ▇▇▇▇▇▇▇▇ ▇▇▇, ▇▇

The parties have previously entered into a Confidentiality Agreement. Information provided by one party to the other that was accorded confidential treatment pursuant to that agreement will be “Confidential Information” for purposes of this Agreement. Execution of this Agreement by each party shall be deemed termination of the prior agreement.

Upon the written request of the Disclosing Party of Confidential Information, the Receiving Party will return or cause to be returned to the Disclosing Party, or otherwise will destroy or cause to be destroyed, such Confidential Information, provided that, if Promontory Network is the Receiving Party and receives such a request, Promontory Network will be excused from any obligation under this Agreement that cannot be performed without such Confidential Information; and further provided, that the Receiving Party may retain at least one copy of such information if required to comply with its required recordkeeping obligations under Applicable Law.

Company will defend each Promontory Network Indemnified Person against, or, at Company’s option, pay the reasonable counsel fees for such Promontory Network Indemnified Person for, any third party claim, suit, action, proceeding or demand (each a “Claim”) against such Promontory Network Indemnified Person to the extent such Claim is based on or results from:

an allegation that a valid U.S. patent issued as of the Effective Date, or an Intellectual Property Right (as defined in Section 21.01) other than patent, of such third party has been infringed by (A) Company, other than in its authorized use of the Service exclusive of any Company Modification, or (B) any Company Modification, or

a material breach by Company of any representation, warranty, agreement, covenant or other provision of this Agreement.

Company will indemnify and hold harmless each Promontory Network Indemnified Person for sums payable in satisfaction of a final judgment obtained by a third party against such Promontory Network Indemnified Person, or a settlement approved by Company of a Claim against such Promontory Network Indemnified Person, to the extent such judgment or settlement is based on or results from:

a determination that a valid U.S. patent issued as of the Effective Date, or an Intellectual Property Right other than patent, of such third party has been infringed by (A) Company, other than in its authorized use of the Service exclusive of any Company Modification, or (B) any Company Modification, or

a material breach by Company of any representation, provision of this Agreement.

Notwithstanding the foregoing, in no event shall any Promontory Network Indemnified Person be entitled to be indemnified under Sections 17.01 (a) or 17.01 (b) to the extent that such Claims arise out of (A) the gross negligence, willful misconduct or bad faith by such Promontory Network Indemnified Person or (B) the failure of such Promontory Network Indemnified Person to comply with, or to perform its obligations under this Agreement.

The defense and indemnification obligations set forth in Sections 17.01(a) and 17.01(b), which are subject to the terms and conditions thereof and the conditions and limitations set forth in Sections 17.01(c) and 17.03 and 17.04, constitute the sole and exclusive liability of Company and the sole and exclusive remedy of Promontory Network and all other Promontory Network Indemnified Persons for or relating to any infringement of any third-party patent, copyright, or other Intellectual Property Right relating to the subject matter of this Agreement or any Claim thereof.

Indemnification by Promontory Network.

Promontory Network will defend each Company Indemnified Person against, or, at Promontory Network’s option, pay the reasonable counsel fees of such Company Indemnified Person for, any third-party Claim against such Company Indemnified Person to the extent such Claim is based on or results from:

an allegation that the Service exclusive of any Company Modification infringes any valid U.S. patent issued as of the Effective Date, or Intellectual Property Rights other than patent, of such third party; or

a material breach by Promontory Network of any representation, warranty, agreement, covenant or other provision of this Agreement.

Promontory Network will indemnify and hold harmless each Company Indemnified Person for sums payable in satisfaction of a final judgment obtained by a third party against such Company Indemnified Person, or a settlement approved by Promontory Network of a Claim against such Company Indemnified Person, to the extent such judgment or settlement is based on or results from:

a determination that the Service exclusive of any Company Modification infringes any valid U.S. patent issued as of the Effective Date, or Intellectual Property Rights other than patent of such third party; or

a material breach by Promontory Network of any representation, warranty, agreement, covenant or other provision of this Agreement.

Notwithstanding the foregoing, in no event shall any Company Indemnified Person be entitled to be indemnified under Sections 17.02(a) or 17.02(b) to the extent that such claims for indemnification arise out of (A) the gross negligence, willful misconduct or bad faith by such Company Indemnified Person or (B) the failure of such Company Indemnified Person to comply with, or to perform its obligations under this Agreement.

If the Service or any portion of the Service becomes, or in Promontory Network’s opinion is likely to become, the subject of a Claim described in Section 17,02(a)(i), then Promontory Network at its option may: (i) contest the Claim, (ii) procure for Company the right to continue using same as contemplated hereunder, (iii) modify same to render same non-infringing (provided such modification does not materially adversely affect Company’s use as contemplated hereunder) or (iv) if Promontory Network determines that none of the previously stated options is reasonably feasible, terminate this Agreement. Upon such termination, Company shall be entitled to a pro rata refund of any advance payments made under this Agreement and Promontory Network shall pay any reasonable conversion-related expenses that Company may incur as a result of the Services becoming unavailable; provided, however, that any payment of such conversion-related expenses shall not exceed the amount of the Promontory Network Fee for the last three months immediately preceding the date of termination.

Promontory Network’s obligations under Sections 17.02(a), 17.02(b) and 17.02(d) shall not extend to Claims, judgments or injunctions based on or resulting from, in whole or in part, (i) unauthorized use of the Service, (ii) any Company Modification or (iii) the combination, operation or use of the Service with services, hardware, programs, data or other technology that are not used or provided by Promontory Network or its service providers in conjunction with the Service and are not reasonably necessary to the use of the Service.

The defense and indemnification obligations set forth in Sections 17.02(a) and 17.02(b) and the obligations set forth in Section 17.02(d), which are subject to the terms and conditions thereof and the conditions and limitations set forth in Sections 17.02(c), 17.02(d), 17.03 and 17.04, constitute the sole and exclusive liability of Promontory Network and the sole and exclusive remedy of Company and all other Company Indemnified Persons for or relating to any infringement of any third-party patent, copyright, or other Intellectual Property Right relating to the subject matter of this Agreement or any Claim thereof.

Notice and Participation.

Limitation of Liability; No Special Damages.

LIMITATION OF LIABILITY. EXCEPT FOR ANY LIABILITY A PARTY MAY HAVE PURSUANT TO SECTIONS 16.01, 17.01 (A)(I), 17.01 (B)(I), 17.02(A)(I), 17.02(B)(I) OR SECTION 20.01, EACH PARTY’S CUMULATIVE LIABILITY TO THE OTHER FOR ANY AND ALL CLAIMS, LIABILITIES, LOSSES, DAMAGES, WHETHER DIRECT OR INDIRECT, FOR ANY CAUSE WHATSOEVER ARISING OUT OF OR RELATED TO THIS AGREEMENT OR BREACH HEREOF, WHETHER IN CONTRACT, TORT, OR OTHERWISE, WILL BE LIMITED TO DOCUMENTABLE DIRECT DAMAGES OF NO MORE THAN GREATER OF (1) ONE MILLION DOLLARS AND (2) THE FEES PAYABLE TO PROMONTORY NETWORK IN RESPECT OF THE TWELVE-MONTH PERIOD IMMEDIATELY PRECEDING ANY SUCH CLAIM FOR LOSSES.

EXCLUDED DAMAGES. EXCEPT FOR ANY LIABILITY A PARTY MAY HAVE PURSUANT TO SECTIONS 16.01, 17.01(A)(I), 17.01(B)(I), 17.02(A)(I), 17.02(B)(I) OR SECTION 20.01, NEITHER PARTY BE LIABLE FOR ANY SPECIAL, INCIDENTAL, INDIRECT, PUNITIVE, EXEMPLARY, OR CONSEQUENTIAL DAMAGES OF ANY KIND IN CONNECTION WITH THIS AGREEMENT, EVEN IF SUCH PARTY HAS BEEN INFORMED IN ADVANCE OF THE POSSIBILITY OF SUCH DAMAGES.

Term.

Termination for Material Breach.

Either party may terminate this Agreement effective upon written notice to the other party if the other party commits a material breach of this Agreement and does not cure the material breach within 60 days after receiving written notice thereof.

Notwithstanding Section 18.02(a), if one party delays the Start Date, other than as permitted in this Agreement, or causes the Start Date not to be met, and if the delaying party does not meet its obligations within 120 days of the Start Date, then the other party may terminate this Agreement effective upon written notice to the delaying party.

Termination for Substantial Change to Applicable Law.

Subject to Section 18.03(b), either party may terminate this Agreement, without penalty, or further obligation of such party, effective 90 days after notice to the other party, in the event of a substantial change to Applicable Law, if such change would have a materially adverse financial impact on such party if it were to perform its obligations under this Agreement. In the event of such termination, the parties will reasonably cooperate to effect any required transition, provided that Promontory Network will be entitled to reasonable compensation for any ongoing services it is asked to provide.

In the event of a substantial change to Applicable Law as set forth in Section 18.03(a), the parties agree to make a good faith effort to amend this Agreement to comply with Applicable Law in a manner that does not have a materially adverse financial impact on either party.

Termination for Failure to Maintain Balances.

In the event that the Total Balance falls below the Minimum Balance Amount at any time, Promontory Network may terminate this Agreement, without penalty, or further obligation, effective 90 days after notice to Company.

Effects of Expiration or Termination.

In the event of the expiration of this Agreement, termination of this Agreement by Company (other than pursuant to Section 18.02), or termination of this Agreement by Promontory Network, Company agrees that it will not, for a period of six months from the date of expiration or termination of this Agreement, implement or operate an FDIC-insured bank deposit sweep arrangement via direct relationship with any of the Depository Institutions, excluding any Depository Institution that is, at the time of such relationship, an affiliate (i) of Company or (ii) of any entity that acquires substantially all the outstanding shares or assets of Company or into which Company is merged. This limitation will not be construed to prevent Company from offering an FDIC-insured bank deposit sweep arrangement and entering into agreements with Depository Institutions pursuant to an arrangement with a third party offering deposit placement services.

Upon expiration or termination of this Agreement, the Parties will cooperate to provide a smooth and orderly wind-down of the Services and, Promontory Network will provide reasonable transition assistance as Company reasonably requests at the Company’s expense, based on reasonable costs for the assistance requested.

Survival.

Third-Party Beneficiaries.

The parties intend that each Depository Institution will be a third-party beneficiary of Company’s obligations pursuant to the following provisions of this Agreement: Sections 1.01, 8.02(b), 9.04, 12.01, 13, 17.01 and 21.01. Each such third-party beneficiary may benefit from and rely on such Sections, including the indemnification provisions of Section 17.01, subject to Sections 17.03 and 17.04, and may enforce such Sections of this Agreement for its benefit. There are no third-party beneficiaries of this Agreement other than the Depository Institutions.

In seeking indemnification pursuant to its third-party beneficiary rights under the DIA, Company will comply with the notice and participation requirements for indemnification under the DIA.

Intellectual Property Rights.

As between the parties, Promontory Network shall solely and exclusively own all right, title and interest worldwide, including all Intellectual Property Rights, in and to all Promontory Network IP. “Intellectual Property Right” means any copyright, patent, trademark, service ▇▇▇▇, trade secret, confidential information, or other intellectual property or proprietary right anywhere in the world.

As between the parties, Company shall solely and exclusively own all right, title, and interest worldwide, including all Intellectual Property Rights, in and to all Company IP. “Company IP” means (i) the Company Marks and (ii) any other intellectual property or proprietary right of Company. “Company Marks” means, whether or not registered, all trademarks, service marks, business names, trade names, trade dress and other indicia of origin of any product or service used by Company or any of its affiliates.

Advertising.

Force Majeure.

Notice Methods.

When Notice Deemed Given

Additional Agreements

Interpretation

Except as otherwise provided herein, the use of the word “including” in this Agreement will mean “including, without limitation.” The division of this Agreement into separate Articles. Sections, subsections and Appendices, the provision of a table of contents and the insertion of headings is for convenience of reference only and will not affect the construction or interpretation of this Agreement. In the event of a conflict between any provision of this Agreement exclusive of its Appendices and any provision of an Appendix to this Agreement, the provision of the Agreement exclusive of its Appendices will control. A conflict will not include the absence of a provision in the Agreement exclusive of its Appendices that is otherwise in an Appendix. Any reference to a statute, rule or regulation in this Agreement will be deemed also to refer to any amendment or successor provision to that statute, rule or regulation.

The parties acknowledge that they have each been represented by counsel in the negotiation and preparation of this Agreement and that no provision of this Agreement should be deemed to have been drafted solely by counsel for any particular party.

Relationship of Parties

Invalidity

Exclusivity

Modification

Successors

Governing Law and Venue

Waiver

Counterparts and Execution

Definitions

General Terms

Company All-in Cost of Funds

Total Balance Tiers

Promontory Network Fee Rate¹

The Promontory Network Fee Rate is tiered (that is, the Promontory Network Fee Rate identified under each balance tier shall only apply to that portion of the Total Balance in such balance tier). For example, if the Total Balance is $5.5 billion, then the portion of the Total Balance that is less than or equal to $5 billion would be subject to a Promontory Network Fee Rate of 9 basis points, and the portion of the Total Balance above $5 billion would be subject to a Promontory Network Fee Rate of 6 basis points.

Definitions

Account Processing Facility. “Account Processing Facility” means the facility at which the Account Processor provides the Account Processing Services.

Account Processing Services. “Account Processing Services” means account processing and data transfer management services for use of the Service and the related Data by Company.

Account Processor. “Account Processor” means Promontory Network or the Promontory Network contractor that provides Account Processing Services.

Batch Processing. “Batch Processing” means batch processing of Data Files that are transmitted to the System by Company pursuant to Schedule 3 in connection with Account Processing Services and production of Reports and/or corresponding File Transmissions, pursuant to Schedule 1 or Schedule 3, resulting from such processing.

BPS. “BPS,” as used in this SLA in connection with a Service Credit for a service level nonconformity, means: (a) basis points (one-hundredths of one percent) per annum, the monthly portion of which is multiplied by (b) the Average End of Day Balance of Custodial Deposit Accounts processed on the System for the month in which the service level nonconformity occurs.

Change Control Process. “Change Control Process” means the change control process referred to in Schedule 5.

Company Accounts. “Company Accounts” means Custodial Deposit Accounts and Customer Deposit Accounts.

Data. “Data” means data relating to Company Accounts as provided in Reports or Data Files.

Data Files. “Data Files” means data files described in Schedule 3 relating to Company Accounts, as Promontory Network may modify such data files or the list of such files pursuant to the Change Control Process. An offered Data File will not be deemed inaccurate, incomplete, or untimely for purposes hereof if inaccuracy, incompleteness, or untimeliness results from the form or content of data or other inputs provided by Company (including any inputs provided for Company by a Company contractor) or any other failure by Company to provide necessary data or other inputs that are one hundred percent (100%) accurate, complete, and timely or other inconsistencies resulting from the manner in which Company elects to update or refrain from updating any data or other inputs.

Downtime. “Downtime” means interruption in availability of On-Line Tools during On-Line Hours, excluding telecommunications events beyond the Account Processor’s reasonable control and other Force Majeure events (as set forth in the DSA).

DSS, IND or Service. “DSS,” “IND” or “Service” means the Promontory Network IND^® Deposit Sweep Service.

File Transmission. “File Transmission” means transmission of Data Files in connection with Account Processing Services pursuant to Schedule 3, as Promontory Network may modify such transmissions or the list thereof pursuant to the Change Control Process.

On-Line Hours. “On-Line Hours” means hours during which On-Line Tools will normally be available. Unless otherwise agreed by the parties, the On-Line Hours will be 7:00 AM to 9:00 PM Eastern time (“ET”) on Processing Days.

On-Line Tools. “On-Line Tools” means the tools set forth in Schedule 2 for querying and updating of System Databases, as Promontory Network may modify such tools or the list thereof pursuant to the Change Control Process. On-Line Tools may not retrieve the most current or real-time data available to the System, or result in current or real-time updating, where, for example, Batch Processing dependencies exist.

Processing Day. “Processing Day” means any day that is not (a) a Saturday or a Sunday, (b) a bank holiday specified in the banking holiday calendar published by the Federal Reserve Bank of New York, (c) a day on which the Fedwire Funds Service is not substantially operational or (d) a day on which the Board of Governors of the Federal Reserve System or the Federal Reserve Banks are not substantially operational.

Report. “Report” means a report identified in Schedule 1 to this SLA and provided in accordance herewith, as Promontory Network may modify such reports or the list thereof pursuant to the Change Control Process.

Report Delivery. “Report Delivery” means delivery of all Reports by the Account Processor on each Processing Day as required hereby. An offered Report will not be deemed inaccurate, incomplete, or untimely for purposes hereof if inaccuracy, incompleteness, or untimeliness results from the form or content of data or other inputs provided by Company (including any inputs provided for Company by a Comply contractor) or any other failure by Company to provide necessary data or other inputs that are one hundred percent (100%) accurate, complete, and timely or other inconsistencies resulting from the manner in which Company elects to update or refrain from updating any data or other inputs.

Response Time. “Response Time” means the interval, during On-Line Hours, between the time at which inquiry messages using On-Line Tools are received at the Account Processing Facility and the time at which reply messages depart the Account Processing Facility. Response Time excludes any user-designed or data warehouse queries.

Service Credit. “Service Credit” means a service credit for nonconformity with service levels specified herein and specifically required to be paid by Promontory Network to Company pursuant to Section 5 of this SLA.

Settlement Account. “Settlement Account” means the settlement account established by Company and each Depository Institution (“DI”) with the Settlement Agent.

System. “System” means the data processing system used by the Account Processor to provide the Account Processing Services.

System Databases. “System Databases” means databases containing information provided by Company relating to Company Accounts, as Promontory Network may modify the structure or content of such databases pursuant to the Change Control Process.

Web Portal. “Web Portal” means a Web-based menu application for accessing the On-Line Tools and the Reports with user access level control to be provided by Promontory Network in accordance with the DSA and maintained by Company.

Account Processing

Incorporation of Schedules 1, 2, and 3. Schedules 1, 2, and 3 to this SLA, which set forth, respectively, available Reports, On-Line Tools, and Data Files associated with the Service, are incorporated into and made part of this SLA. Schedules 1, 2, and 3 may be amended, based on design and analysis of file structures, by mutual written agreement of the parties between the Effective Date and ninety (90) days before the Start Date.

Reports. Promontory Network shall, directly or indirectly through arrangement with the Account Processor, provide the Reports, which will be available on the Web Portal or by such other means as Promontory Network specifies. The Reports will be stored in a database proprietary to Promontory Network and/or the Account Processor and made available in .pdf and text format.

On-Line Tools. Promontory Network shall, directly or indirectly through arrangement with the Account Processor, provide the On-Line Tools. The On-Line Tools will be available on the Web Portal or by such other means as Promontory Network specifies and will support inquiries into the data warehouse, including audit-type reporting of balance-related activities (Deposit/Withdrawal/lnterest/Adjustment/System-Generated), during the data horizons set forth in Schedule 2.

Data Files. Promontory Network shall, directly or indirectly through arrangement with the Account Processor, provide the Data Files set forth in Schedule 3 as files to be provided by or on behalf of Promontory Network. The System will interface with Company systems as set forth in Schedule 3 according to predefined file layouts and interface standards, provided that Company conforms to such layouts and standards and provides connectivity.

Company Data Storage and Retrieval. Promontory Network shall, directly or indirectly through arrangement with the Account Processor, provide the Reports and Data Files that are specified as responsibilities of Promontory Network in accordance with this SLA. The Reports will be stored by the Account Processor in a format retrievable through the online system for thirty-six (36) months, and in an offline format retrievable for seven (7) years, from the time they are created. Access to Reports stored offline is subject to the Account Processor’s terms and conditions for such access. Reports stored offline will be accessible, in response to requests for access placed during On-Line Hours, by the same time on the next Processing Day.

Daily Timeline

Incorporation of Schedule 4. Schedule 4 to this SLA sets forth an anticipated daily timeline for events, including events related to settlement processing services by the Settlement Agent pursuant to the agreements by Company and each DI with the Settlement Agent and, when settlement occurs pursuant to such agreements, services for reconciliation thereof, as Promontory Network may modify such timeline pursuant to the Change Control Process. Schedule 4 is incorporated into and made part of this SLA. Schedule 4 may also be amended, based on design and analysis of file structures, by mutual written agreement of the parties between the Effective Date and ninety (90) days before the Start Date.

Service Levels

Service Level Requirements. Promontory Network will, directly or indirectly through arrangement with the Account Processor, make the Service available for use by Company in accordance with the requirements set forth in this Section 4.

Service Level Reports. Promontory Network will, directly or indirectly through arrangement with the Account Processor, provide analytical reports of Downtime, Response Time, Report Delivery, and File Transmission errors for each calendar month.

Downtime. Downtime (as a percentage of total On-Line Hours) will not exceed one percent (1%) during any Reporting Period.

Response Time. The Account Processor will use its best efforts to work with vendors of Promontory Network and with vendors of Company, including terminal and microcomputer vendors, and with all other organizations that provide telecommunications equipment or services to Promontory Network or its clients, to make available to Promontory Network and Company an average Response Time, during On-Line Hours in each period of ten (10) consecutive Processing Days, of five (5) seconds and a maximum response time of twelve (12) seconds for On-Line Tools.

Report Delivery. On all Processing Days, if all necessary data and other inputs have been received from Company in an accurate, complete, and timely manner in accordance with Schedule 3, (a) all Reports defined in Schedule 1 as critical (“Critical Reports”) will be stored and available on the Account Processor’s print server ready for transmission by the final deadline specified in Schedule 1 and (b) 95% of all other Reports will be stored and available on the Account Processor’s print server ready for transmission by the final deadline specified in Schedule 1.

File Transmission. On all Processing Days, if all necessary data and other inputs have been received from Company in an accurate, complete, and timely manner in accordance with Schedule 3, (a) all Data Files defined in Schedule 3 as critical files to be transmitted by or on behalf of Promontory Network (“Critical Files”) will be transmitted by the final deadline specified in Schedule 3 and (b) ninety-five percent (95%) of all other Data Files to be transmitted by or on behalf of Promontory Network will be transmitted by the final deadline specified in Schedule 3.

Exceptions. Notwithstanding any of the foregoing or anything else to the contrary, Promontory Network will not be responsible for any nonconformity with any service level set forth herein if and to the extent such nonconformity results from circumstances that constitute a Force Majeure (as set forth in the DSA). In addition, interruption in availability will not constitute Downtime if and to the extent it occurs during scheduled maintenance periods as provided for in this SLA.

Remediation. If a Report is not available or a Data File is not transmitted as required by the service levels, or any service level set forth in this Section 4 otherwise is not met, then Promontory Network will use its best efforts to work continuously with the Account Processor until all outstanding reports and files are available or transmitted and any other subject matter of service levels is adequately remedied. Remediation pursuant to this subparagraph does not relieve Promontory Network of any other obligation it may have, or constitute a waiver of any right Company may have, under this SLA.

Audit Reports. Promontory Network will provide Company copies of SAS-70 audit reports relating to the System on a reasonable basis at Company’s written request.

Connectivity. All connectivity, including any leased line or virtual private network between Company and Promontory Network or the Account Processor, and any interruption thereof or other problem therewith, shall be the sole responsibility of Company.

Service Credits

Commencement. Accrual of the Service Credits set forth in this Section 5 will begin sixty (60) days after the Service is deployed on a live, production basis to Company Customers.

Notification Procedures. When Company learns of Downtime or any other nonconformity with service levels set forth herein, Company will promptly notify Promontory Network’s Support Desk in accordance with Section 6.1 and provide any supporting information reasonably requested by Promontory Network. Promontory Network reserves the right to reconcile such notifications with records of Promontory Network and/or the Account Processor.

Service Credit for Downtime. If Downtime (as a percentage of total On-Line Hours) in any one-month period exceeds one percent (1%), Company will receive the following Service Credits for Downtime:

If Downtime in such one-month period is greater than one percent (1%), but not greater than two percent (2%), Promontory Network will pay to Company in accordance with Section 5.7 all Service Credits received by Promontory Network from the Account Processor in respect of such Downtime, which cumulatively will be at least 0.025 BPS.

If Downtime in such one-month period is greater than two percent (2%), Promontory Network will pay to Company in accordance with Section 5.7 all Service Credits received by Promontory Network from the Account Processor in respect of such Downtime, which cumulatively will be at least 0.050 BPS.

Service Credit for Response Time. If, solely within the Account Processor’s network, average Response Time, during any period of ten (10) consecutive Processing Days, exceeds five (5) seconds, or maximum response time exceeds twelve (12) seconds for Real-Time Tools, Promontory Network will pay to Company in accordance with Section 5.7 all Service Credits due to Promontory Network from the Account Processor in respect of such nonconformity, which cumulatively will be at least 0.050 BPS.

Service Credit for Report Delivery. If on any Processing Day ninety-five percent (95%) of Reports are not stored and available on the Account Processor’s print server ready for transmission by the final deadlines set forth in Schedule 1, then Company will receive a Service Credit for Report Delivery calculated as follows:

If the requirement for availability of 95% of Reports as set forth in Section 4.5 is not met on only one Processing Day during a one-month period, Promontory Network will pay to Company in accordance with Section 5.7 all Service Credits due to Promontory Network from the Account Processor in respect of such nonconformity for Company, which cumulatively will be at least 0.025 BPS.

If the requirement for availability of Reports as set forth in Section 4.5 is not met on more than one Processing Day during a one-month period, Promontory Network will pay to Company in accordance with Section 5.7 all Service Credits due to Promontory Network from the Account Processor in respect of such nonconformity for Company, which cumulatively will be at least 0.050 BPS.

Service Credit For File Transmission. If the requirement for transmission of all Data Files by the deadlines specified in Schedule 3 as set forth in Section 4.6 is not met in any calendar month, Promontory Network will pay to Company in accordance with Section 5.7 (i) 0.075 BPS plus (ii) the amount, if any, by which the Service Credits due to Promontory Network from the Account Processor in respect of such nonconformity for Company exceed 0.075 BPS.

Application of Service Credits. The Service Credits set forth in this SLA will be the sole and exclusive remedy of Company, and the sole and exclusive liability of Promontory Network and any Processor, for any nonconformity with service levels or other provisions of this SLA. Subject to all limitations of liability in the DSA, all Service Credits will be paid by Promontory Network to Company in the month following the month in which they become due and are cumulative, provided that, notwithstanding anything to the contrary herein, no Service Credit will be due for any service level nonconformity that has not been reported to Promontory Network by Company in accordance with this SLA.

Production Support and Maintenance

Daytime and After-Hours Support Hours. Promontory Network will provide daytime support hours from 7:00 AM to 9:00 PM ET on Processing Days (“Daytime Support Hours”). Promontory Network will provide after-hours support only for service level nonconformities with High or Highest criticality (as defined), provided such nonconformities were reported during Daytime Support Hours. Otherwise, Promontory Network will provide after-hours support service only if it elects to do so and such service will be billed and payable at Promontory Network’s standard billing rates.

Name

Email

Phone

Service Support. Promontory Network and Company will jointly assign a level of criticality to each service level nonconformity under this SLA that has been reported by Company to Promontory Network in accordance with this SLA (“Problem”). The following is a definition list of priorities outlined by Promontory Network for beginning remedial work on Problems after its receipt of notice thereof, with work to continue as set forth until the Problem is resolved:

Criticality Level

Definition

Commence Response

Scheduled and Unscheduled Maintenance. In accordance with the Change Control Process, Promontory Network will provide advance notice to Company of planned changes expected to result in System unavailability and will work in good faith with Company to minimize any material adverse effects on Company of such unavailability. Promontory Network will also notify Company of unscheduled maintenance that occurs during On-Line Hours. Escalation contacts for scheduled and unscheduled maintenance are those identified in Section 6.1.

Escalation for Missed Deadlines. If Promontory Network anticipates missed deadlines under Schedule 1 or Schedule 3 due to a Problem, Promontory Network will report them to the Company contact set forth in advance of the deadline.

Order

Name

Phone

Pager

Disaster Recovery Planning

Disaster Recovery Plan. Promontory Network shall require the Account Processor to maintain and follow a Disaster Recovery Plan (DRP) that will be used for the System. Promontory Network represents that the DRP will encompass the System’s core functionality and all other parts of the System. Promontory Network will cooperate with reasonable requests by Company to support Company’s compliance with regulatory requirements for business continuity planning applicable to Company, including NASD Rules 3510 and 3520.

Additional Planning. The Manual will provide additional details of disaster recovery arrangements. In addition, Promontory Network and Company will work together to specify additional details of disaster recovery arrangements, which will include a provision that the parties will jointly declare a disaster and which also will describe testing procedures, planned time to recovery, and other related matters. If a disaster is declared, Promontory Network will work in good faith to restore service as promptly as feasible, but the service levels set forth in this SLA will not necessarily be met during the pendency of the disaster and its after-effects.

Security Procedures

Promontory Network will require the Account Processor to implement physical and logical security policies, including the following items:

physical security for data center and equipment,

network security by access control and intrusion detection,

system security by design and access control,

database security for Company Data,

application security for individual users,

security auditing and testing, and

business security, including offsite storage and secondary site.

The parties will work in good faith to develop a more detailed security plan before the System enters into production.

Title

Description

Data Horizon

36 months – On-line

7 years – Archive

File Name

From

To

Start Time

0045 MT*

Month – End

*On the day following the last Business Day of the month

#

Responsible

Party

Description

Company creates Overnight Redemptions and Deposits Activity file and transmits to PIN.

Contents: Single net transaction per client account

Note: Start time assumes normal transaction volume not to exceed 100,000 records – for peak days in excess of 100,000 but less than 200,000 records (e.g., “quarterly wrap fees”) the time will be accelerated by one hour

PIN transmits acknowledgement of Account Maintenance updates.

Contents: Account Maintenance Processed Report

Account Maintenance Rejects Reports

Account Maintenance Processed Exceptions Report

PIN processes Overnight Redemptions and Deposits Activity file and creates allocation reports.

Contents: Preliminary Funds Instruction Report, copying Settlement Agent and DIs

Activity Rejects Reports

Activity Posted Exceptions Report

Excess Balances Report

#

Responsible

Party

Description

Transmission validation and internal transaction balancing reports created. Problems escalated for resolution if required.

Contents: Account Activity File Reconciliation Report

Daily Activity Reconciliation: Report

Preliminary funds transfer balances reports validated.

Contents: Posted Transactions Reconciliation Report

Funds Instruction by DI Reconcilement Report

Activity Posting and Accrual Posting Reconciliation Report

Company reconciles and verifies transmission validation and internal transaction balancing reports and resolves any activity rejections.

Contents: Company internal procedures

DI bank accounts balanced against internal DSS bank balances. Company verifies reconciliation results through reconciliation dashboard.

Contents: Settlement Agent balancing procedures

Company verification procedures

#

Responsible

Party

Description

Company creates Account Maintenance and Outside Position files and transmits to PIN.

Contents: Account Add / Update / Close

Bank opt-outs

Household tier updates

Company creates Intraday (Final) Redemptions and Deposits Activity file and transmits to PIN.

Contents: Single net transaction per client account

Note: Start time assumes normal transaction volume not to exceed 100,000 records – for peak days in excess of 100,000 but less than 200,000 records the time will be accelerated by one hour

PIN processes Intraday (Final) Net Activity file and create allocation reports.

Contents: Intraday Funds Instruction Report, copying Settlement Agent and DIs Activity Rejects Reports

Activity Posted Exceptions Report

Excess Balances Report

#

Responsible

Party

Description

Transmission validation and internal transaction balancing reports created. Problems escalated for resolution if required.

Contents: Account Activity File Reconciliation Report

Daily Activity Reconciliation Report

Intra-day funds transfer balances report validated.

Contents: Posted Transactions Reconciliation Report

Funds Instruction by DI Reconcilement Report

Activity Posting and Accrual Posting Reconciliation Report

Company reconciles and verifies transmission validation and internal transaction balancing reports and resolves any activity rejections.

Contents: Company internal procedures

#

Responsible

Party

Description

Company updates daily interest rate factor to PIN for nightly interest accrual processing.

Contents: Interest rate factor for household tiers 1-10

PIN processes and transmits Client End of Day Files

Contents:    Client total account balance

                   Client bank account balance

                   Client interest accrued by DI

                   Client paid and capitalized interest

#

Responsible

Party

Description

* On the
last
Business
Day of
the
month

(Next
Day)

(Next
Day)

Month-end statement file created and transmitted to Company.

Contents:Client balances and paid interest