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6. Request to Open Account. As an authorized agent with respect to each prospective Account Holder, Customer
<br />hereby requests that Bank open a HSA for and issue a debit card to each prospective Account Holder and Customer
<br />agrees that monthly account statements related to each HSA shall be provided to each Account Holder electronically.
<br />7. Communications. Customer will provide the Bank a list of all personnel authorized by Customer to receive and
<br />furnish information under the Agreement and Customer hereby authorizes Bank to honor or act upon any facsimile,
<br />electronic direction/data transmission, mail and other order, instruction, action or transmission from Customer or its
<br />authorized personnel (Employer Communication). Customer is responsible for the accuracy and completeness of any
<br />Employer Communication and Customer is solely responsible for any adverse consequences that may result from
<br />errors or inaccuracies within any Employer Communication. Bank will act within a reasonable time after receipt of
<br />any communication Customer shall be responsible for all costs and expenses incurred by Bank for error correction
<br />undertaken by Bank as a result of an erroneous Employer Communication to Bank.
<br />S. Limitation of Liability. Bank will not be responsible for claims, damages or liabilities resulting from: (i) acts or
<br />omissions based on instructions or directions received from Customer or its agents, representatives or employees; or
<br />(ii) errors caused by incomplete, inaccurate or untimely information provided by Customer or its agents,
<br />representatives or employees, or Customer's failure to perform its obligations as required by the Agreement and this
<br />HSA Exhibit. Section 6.2 of the Agreement shall not apply to the Bank or to services performed pursuant to this HSA
<br />Exhibit.
<br />9. Mutual Fund Investments. In the event Customer elects to offer eligible Account Holders the ability to invest
<br />HSA funds, Customer acknowledges and agrees that: (a) the Bank is not a fiduciary in any capacity is not responsible
<br />for any mutual funds selected by its registered investment advisor or Customer; (b) the Bank will not provide any
<br />investment advice to any Account Holder; (c) the Bank has no duty to determine whether Account Holders are afforded
<br />a reasonable choice of investment options, monitor the mutual funds, or determine the suitability of such funds; (d)
<br />the Bank is under no obligation to substitute, replace and/or remove any mutual funds offered to Account Holders; (e)
<br />if the Bank has agreed in writing to allow Customer to select additional or alternative mutual funds, any such mutual
<br />funds consist of a subset of mutual fund investments offered under Customer's 401(k) plan. Customer will be liable
<br />to and will defend, indemnify and hold harmless the Bank, its Affiliates and their respective officers, directors,
<br />employees, successors and permitted assigns from and against any and all liability, damages, costs, losses and
<br />expenses, penalties or excise taxes, including attorneys' fees, disbursements and court costs, imposed upon or incurred
<br />by the Bank in connection with any threatened, pending, or adjudicated claim, demand, action, suit or proceeding
<br />arising in connection with any mutual fund added at Customer's request.
<br />10. Confidentiality and Privacy. All of the Bank's confidentiality obligations to an Account Holder are contained
<br />in the HSA Documentation. Confidential Information about an Account Holder that is provided to the Bank, by either
<br />the Account Holder, or Customer as an authorized agent, is provided pursuant to the HSA Documentation between
<br />Account Holders and the Bank. The Bank is not receiving Customer's Confidential Information pursuant to the
<br />Agreement or this HSA Exhibit. To the extent Customer receives information about HSAs and Account Holders from
<br />the Bank, Customer shall employ measures designed to ensure the security and confidentiality of Account Holder
<br />information in connection with the HSAs and Account Holders, protect against reasonably foreseeable threats to the
<br />security or integrity of such information, protect against unauthorized access to or use of such information and ensure
<br />the proper disposal of Account Holder information. Customer understands that Bank is not a "covered entity ", "
<br />business associate" or "plan sponsor" as those terms are defined by the Health Insurance Portability and
<br />Accountability Act of 1996, and the amendments and regulations related thereto.
<br />11. Termination. Bank may terminate the services described in this HSA Exhibit immediately if at any time
<br />Customer fails to comply with any of its material obligations, Customer is appointed a receiver, a general assignment
<br />is made for the benefit of its creditors, a bankruptcy proceeding has been commenced, or any representation made or
<br />information provided is false or misleading in any material respect when made or provided. Termination of this HSA
<br />Exhibit or the Agreement will not terminate Bank's provision of services to Account Holders.
<br />12. Amendments. The Bank may unilaterally amend the Agreement as it may determine, in its reasonable discretion,
<br />if necessary for the HSA Exhibit to comply with applicable laws, rules and regulations (including without limitation,
<br />HIPAA) by providing written notice of such amendment to Customer (an "Amendment Notice "). Such amendment
<br />shall be effective upon receipt of the Amendment Notice, which shall be provided in accordance with Section 10.7
<br />Notices, or such other date specified in the Amendment Notice. All other amendments shall be by mutual written
<br />agreement by an authorized officer of each of the parties.
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