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Bank Leumi USA Client Manual
Individual and Business Accounts
International and Domestic Accounts
Deposit and Other Accounts
Effective December 27, 2017
What You Need to Know
Welcome to Bank Leumi USA and thank you for
choosing us for your banking needs.
This manual contains some important information you
should know about your account relationship with
Bank Leumi USA. It is an agreement between you and
us. From account transactions to electronic banking
and beyond, we want you to understand how our
products and services work, as well as to understand
some of the important responsibilities that exist for
both you and us.
Some of these responsibilities are the same for every
customer (individual and business alike), no matter
where you live or where the principal place of
business/jurisdiction of formation for the business is
located. Others are different based on specific state or
foreign laws. Some are described in additional
agreements. Together, these documents provide basic
terms and conditions of our account relationship.
Please review this client manual thoroughly - and keep
it for future reference. And if you have any questions,
please call Leumi Client Services anytime at
1.800.892.5430, contact us online at
www.leumiusa.com or visit us at your local branch.
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Table of Contents
General Terms ................................................................................................................................6 Definitions..................................................................................................................................6 Fees ..........................................................................................................................................11
Amendments/Changes to This Manual ....................................................................................12 Conflicting Demands/Disputes ................................................................................................12 FDIC Insurance ........................................................................................................................12 Non-Deposit Investment Products Disclosure .........................................................................13 Information Sharing .................................................................................................................13
Recording Your Service Requests ...........................................................................................13 Your Consent for Us to Call You ............................................................................................13 Security Interest .......................................................................................................................13
Account Opening/Ownership/Maintenance ..............................................................................14 Account Opening .....................................................................................................................14 Verification of Identifying Information ...................................................................................14
Consumer Reporting Agency Information ...............................................................................15 International Accounts .............................................................................................................15
Eligibility for Private Banking Relationships ..........................................................................15 Tax Forms ................................................................................................................................15 Forms of Account Ownership ..................................................................................................16
Personal Accounts ....................................................................................................................16 Power of Attorney / Appointment and Payment to Agent .......................................................17
Fiduciary Accounts ..................................................................................................................18 Business Accounts ...................................................................................................................18 Updating Your Account Information .......................................................................................20
Transferring Account Ownership ............................................................................................20
Assignment of Accounts as Collateral .....................................................................................21
Account Transactions ..................................................................................................................21 Authorized Signature ...............................................................................................................21
Facsimile Signature ..................................................................................................................21 Multiple Signature Requirements ............................................................................................21 Checking Account Sub-accounts .............................................................................................22 Checkbooks and Checks ..........................................................................................................22
Deposits....................................................................................................................................23 Remotely Created Checks ........................................................................................................24 Endorsements ...........................................................................................................................24 Endorsement Stamp Specifications..........................................................................................25 Items Sent for Collection .........................................................................................................25
Verification and Collection ......................................................................................................25 ACH Provisional Credits .........................................................................................................26
Notice of Incoming Transfer – ACH Receipt of Entry ............................................................26 Returned Items/Transactions ...................................................................................................26 Reconstructing Lost, Missing, or Destroyed Deposits.............................................................27 Our Right to Refuse Deposits ..................................................................................................27 Transfer and Limits on Transfers .............................................................................................27 Withdrawals .............................................................................................................................28
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Claims ......................................................................................................................................36
Transaction Instructions Transmitted by Telephone, Facsimile or Email .............................37 External Funds Transfer Requests: Payment Orders ...............................................................37 Other Transaction Instructions .................................................................................................38
Electronic Banking.......................................................................................................................39 General .....................................................................................................................................39 Access Device ..........................................................................................................................41 Security Tips ............................................................................................................................42 ATM and Debit Card POS Transactions Made Outside the U.S. ............................................43
Liability Limitations ................................................................................................................43 Types of Electronic Banking Transactions ..............................................................................43 Lost or Stolen Bank Leumi USA Debit Cards or Other Access Devices and
Unauthorized Electronic Transactions .....................................................................................54
Error Resolution and Notice Procedures - Electronic Funds Transfers ...................................55 Confidentiality at Bank Leumi USA........................................................................................57
Account Statements and Notices, Period Statements ...............................................................58 Cancelled Check Images ..........................................................................................................59
Special Circumstances .................................................................................................................59 Forfeited Accounts ...................................................................................................................59 Overdue Debts, Judgments and Right of Set-Off ....................................................................59
Death or Legal Determination of Incompetence ......................................................................60 Dormant Accounts ...................................................................................................................60 Legal Process ...........................................................................................................................61
Cooperation with Investigation ................................................................................................62 Restricted Access .....................................................................................................................62
Closing an Account ..................................................................................................................62
Legal Terms ..................................................................................................................................63 Governing Law ........................................................................................................................63 Tax Compliance and Conditions ..............................................................................................63
Foreign Account Tax Compliance Act ....................................................................................64 Restricted Transactions – Internet Gambling ..........................................................................64 Information Processing and Sharing ........................................................................................64 Financial Crime Risk Management Activity ...........................................................................65
Bank Secrecy Act - regulatory reporting requirements ...........................................................65 OFAC; PATRIOT ACT ...........................................................................................................66 Indemnification ........................................................................................................................66 General Terms of Limitation of Liability ................................................................................67 Limitation on Time to Sue or Arbitrate ...................................................................................67
Legal Proceeding to Recover Payment ....................................................................................67 Severability ..............................................................................................................................68
Waiver ......................................................................................................................................68 Waiver of Jury Trial .................................................................................................................68 Litigation in Court....................................................................................................................68 Judicial Reference ....................................................................................................................69
Resolution of Disputes by Arbitration .......................................................................................71 Agreement to Arbitrate Disputes .............................................................................................71
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Disputes Covered by Arbitration .............................................................................................71
Disputes Excluded from Arbitration ........................................................................................72 Commencing an Arbitration ....................................................................................................72 Administration of Arbitration ..................................................................................................72
Costs .........................................................................................................................................73 No Class Action or Joinder of Parties ......................................................................................73 Right to Resort to Provisional Remedies Preserved ................................................................73 Arbitration Award ....................................................................................................................73 Governing Law ........................................................................................................................74
Severability, Survival ...............................................................................................................74
Information About Specific Personal Accounts ........................................................................74 Personal Checking Account .....................................................................................................74 Basic Banking Account............................................................................................................75
Private Banking Checking Account .........................................................................................76 Personal Money Market Account ............................................................................................76
Private Banking Money Market Account ................................................................................77
Information About Specific Business Accounts ........................................................................79 Commercial Checking (Analyzed) Account ............................................................................79 Limited Commercial Checking Account .................................................................................80 Private Banking Commercial Checking Account ....................................................................80
Business Checking Plus Account.............................................................................................81 Business Preferred Money Market Account ............................................................................81
Interest on Lawyer Account (IOLA) / Interest on Lawyer Trust (IOLTA) Account ...............82 Managed Account Services ......................................................................................................83
Information About Time Deposit Accounts ..............................................................................86 Fixed Rate Time Deposit Account ...........................................................................................86
Flexible Time Deposit Account ...............................................................................................88
Foreign Currency Time Deposit Account ................................................................................90 Prime Rate Time Deposit Account ..........................................................................................92
One-Year Special Exit Time Deposit Account ........................................................................93 One-Year Callable Quarterly Time Deposit Account ..............................................................96 Quarterly-Exit One-Year Time Deposit Account ....................................................................97 Special Fixed Rate 15 Month Time Deposit Account .............................................................99
Time Deposit Characteristics Charts .......................................................................................101 Characteristics Chart for Time Deposits Accounts (Domestic) .............................................101 Characteristics Chart for Retirement Time Deposit Accounts (IRA, SEP, Keogh) ..............102 Characteristics Chart for Time Deposits Accounts (International)........................................102
Information About Investment Account ..................................................................................103 General Terms ........................................................................................................................103 Purchase and Sale of Securities .............................................................................................103
No Investment Advice and Non-Insured Product ..................................................................103 Bank as Agent ........................................................................................................................103 Security ..................................................................................................................................105 Extension of Credit Guaranteed by You ................................................................................105 Custody Service .....................................................................................................................108 Investment Account Fees and Expenses ................................................................................108
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Tax .........................................................................................................................................109
Limitation of Liability............................................................................................................109
Information About Discretionary Advance Agreement .........................................................110 1. Advances. ...................................................................................................................110
2. Interest........................................................................................................................111 3. Repayment; Maturity. ................................................................................................112 4. Credit Collateral. ........................................................................................................113 5. Representations and Warranties. ................................................................................114 6. Events of Default. ......................................................................................................115
7. Acknowledgements and Agreements. ........................................................................116 8. Conditions Precedent to Effectiveness.......................................................................117 9. Miscellaneous. ...........................................................................................................118 Schedule A .............................................................................................................................119
COLLATERAL CALLS ........................................................................................................122
Information About Foreign Exchange Account ......................................................................122 Foreign Exchange Account Agreement .................................................................................122 1. Purchase and Sale of Foreign Currency in Spot and Forward Transactions..............123
2. Purchase and Sale of Foreign Currency and Precious Metal Options .......................124 3. Cash-Settled Forward Purchase and Sale of Precious Metals ...................................125 4. Cash-Settled Forward Purchase and Sale of Foreign Currencies. .............................125
5. Agreement ..................................................................................................................127 6. Margin for FX Transactions.......................................................................................127
7. Security ......................................................................................................................129 8. No Investment Advice and Non-Insured Product ......................................................129 9. Event of Default .........................................................................................................130
10. Telephone and Facsimile Requests for Foreign Currency Transactions ...................131
11. Miscellaneous ............................................................................................................131 12. Tax Obligation ...........................................................................................................132 Schedule A .............................................................................................................................132
Overdraft Credit ........................................................................................................................133 Creation of Overdrafts ...........................................................................................................133 Promise to Pay; Interest; Joint Account .................................................................................134 Maximum Margin ..................................................................................................................134
Debiting Accounts .................................................................................................................135 Promissory Notes ...................................................................................................................135
Security Interest in Property and Bank's Rights Therein .....................................................135 Security Interest .....................................................................................................................136 The Bank's Rights in Collateral .............................................................................................137
Funds Availability at Bank Leumi USA ..................................................................................141 General Policy ........................................................................................................................141
Exceptions to Bank Leumi USA’s General Funds Availability Policy .................................142
Substitute Checks and Your Rights (Check 21 Disclosure) ...................................................145 ERISA Section 408(b)(2) Disclosure Document for Business Accounts ...............................146 How to Contact Us .....................................................................................................................150
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General Terms
When you open a Bank Leumi USA deposit account and for as long as your account remains
open, you (individually and/or on behalf your business) are agreeing that our relationship with
you and all your accounts will be governed by this Client Manual (sometimes referred to as
“Manual”), a Fee Schedule and any and all accompanying account documents (“Account
Documents”) that Bank Leumi USA provides to you, however amended from time to time.
Together, the Manual, Fee Schedule and the Account Documents are referred to as “Agreement,”
which contain important terms and conditions, details, rules and procedures applicable to each of
your accounts.
The Manual does not contain information relating to other nonbanking services and products
offered through Leumi Investment Services Inc. (“LISI”), a SIPC member and subsidiary of
Bank Leumi USA.
By signing the Individual Client Relationship Agreement and Signature Card or Entity Client
General Resolution and Relationship Agreement and the Entity Signature Card, you are
requesting that the Bank establish for you an account through one of our U.S. branches in New
York, Florida, Illinois or California. Unless otherwise expressly agreed in writing, our deposit
relationship with you will be that of debtor and creditor. That is, we owe you the amount of your
deposit. No fiduciary, quasi-fiduciary or other special relationship exists between you and us.
We owe you a duty of ordinary care. Any internal policies or procedures that we may maintain
in excess of reasonable commercial standards and general banking usage are solely for our own
benefit, and does not impose a higher standard of care than otherwise would apply in their
absence.
You agree to comply with applicable laws and regulations. You may not use your account or
related services for any illegal transactions or activity. If your country of residence or the
principal place of business is not the United States, you, individually and/or on behalf your
business, acknowledge that you are responsible for, and agree that you will comply with, all
laws, regulations, and rules applicable to your accounts, products and services with us, including
any tax, foreign exchange, or capital controls, and for all payments, reporting or filing
requirements that may apply as a result of your country of citizenship, domicile, residence or
jurisdiction of formation.
Definitions
As used in this Manual:
“We,” “us,” “our,” and “the Bank” mean Bank Leumi USA, its subsidiaries and affiliates, and
“you” and “your” mean you, the customer for individual account, or the business or professional
entity opening a business account and/or its authorized representatives, as appropriate, for
business account.
“Access Device” means a card or code, or other means of identification and authentication, used
to access your account. In this Manual, the cards mean your “Bank Leumi USA Debit Card”
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and/or other similar cards that may be offered by the Bank from time to time. The Access
Device also includes these account access codes: your Personal Identification Number (PIN),
your User ID, and if you have been provided one, your token and password you use to access
Leumi Online and / or Leumi Mobile.
“Available Balance”: Your “Available Balance” is the balance in your account after deducting
(1) deposits that are not yet available for withdrawal under our Funds Availability Policy, (2)
debit card or other transactions that we are legally obligated to pay or have already paid out in
cash, (3) other pending transactions such as ACH transactions, and (4) any holds on your
account, such as holds on funds to comply with court orders or other legal requirements.
“Authorized Signer” means a person with actual or apparent authority to perform transactions
on your accounts and enter into agreements for banking services, whether by signing the account
Signature Card or Resolution forms (or other form of authority we accept) or with delegated
authority by those who signed the Signature Card.
“Automated Clearing House Network” (“ACH Network”) means the funds transfer system
governed by the NACHA (National Automated Clearing House Association) rules, that provides
funds transfer services to participating financial institutions.
“Bank Leumi” means Bank Leumi USA, a New York chartered, FDIC insured non-member
bank.
“Branch” refers to a branch of Bank Leumi USA.
“Business Day”
• when referring to Bank Leumi USA, means any day of the week that is not a Saturday,
Sunday or bank holiday in the state of New York. Non-Business Days are considered part of
the following Business Day. The end of a Business Day may vary from Branch to Branch,
and is posted in each Branch. For purposes of determining the Business Day for requests to
open accounts, see the “Account Opening” section of the Manual. For funds availability
purposes, see the “Funds Availability at Bank Leumi USA” section of this Manual.
• when referring to LISI, means any day of the week Monday through Friday except days
when the New York Stock Exchange is closed. Non-Business Days are considered part of
the following Business Day.
“Bank Leumi USA Credit Card” means Bank Leumi USA American Express Gold Preferred
International Client Card and Bank Leumi USA American Express Platinum Preferred
International Client Card issued for International Private Banking Clients only, Bank Leumi
USA Visa Platinum Credit Card and the LeumiOne Card issued to domestic and international
customers of the Commercial Banking Division, as well as other type of charge cards and credit
cards that may be offered by the Bank from time to time. The Bank does not issue corporate
credit cards; it issues charge cards business entities.
“Bank Leumi USA Debit Card” means a debit card bearing a Visa® brand mark on its face that
may be used at automated teller machines (“ATMs”) to make withdrawals and at POS merchants
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to make either PIN or signature purchases, as well as other similar cards that may be offered by
the Bank from time to time. (For more information, refer to the “Electronic Banking” section of
this Manual.)
“Card-Linked Account” means your checking, savings and money market accounts that may be
accessed by your Bank Leumi USA Debit Card at any ATMs or through a point-of-sale (POS)
displaying the PLUS, NYCE or STAR logo. To add a Card-Linked Account to your Bank Leumi
USA Debit Card or any other accounts that may be offered and linked from time to time, if and
when available, please contact a local Branch or Leumi Client Services.
“Check”: Means any written order to pay a specific amount of money drawn on, payable through
or at, or processed by, a bank or other depository institution. If a check is sent or returned as an
electronic image or as a substitute check, it is still considered a check.
“Collateral” has the meaning as defined in the section entitled “Security Interest in Property and
the Bank’s Rights Therein.”
“Deposit Account” means a checking, money market, savings or time deposit account.
"Entity" includes a corporation, partnership, limited liability company, association, or
governmental unit.
“Direct Deposit” means an Automated Clearing House (ACH) credit posted to your account. A
Direct Deposit may include payroll, pension, state or federal payments (including social
security), from your employer or outside agency. Forms for establishing direct deposits can be
obtained at any Branch or through Leumi Online.
“Eligible Contract Participant” (“ECP”) has the meaning defined in 7 U.S.C. § 1(a).
“Electronic Funds Transfers” (“EFT”) means any transfer of funds, other than a transaction
originated by check, draft or similar paper instrument, so as to order, instruct or authorize a
financial institution to debit or credit a consumer checking, savings or other asset account (such
as brokerage). Examples of EFT transactions are:
• Point-of-Sale (“POS”) transactions
• ATM transactions
• Direct deposit or withdrawal of funds
• Transfers initiated by telephone
• Transfers resulting from debit card transactions, whether or not initiated through an
electronic terminal
“Electronic Instruction” means an instruction by facsimile, email or other electronic means
directed to the Bank. The Bank will accept an Electronic Instruction only if (i) it includes an
attachment which is a scan, or other image, of an instruction addressed to the Bank which is
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manually signed by an Authorized Signer; and (ii) the attachment, if it were hand-delivered to
the Bank, would be adequate for the Bank to act thereon.
“Financial Asset” means securities and Contracts.
“Foreign Exchange Account” means an account through which you may enter into FX
Transactions under the provisions of the Foreign Exchange Account Agreement contained in this
Manual.
“Funds Transfer” means the process of carrying out a Payment Order that leads to paying a
Beneficiary.
“FX Transaction” means a contract for the spot or forward purchase or sale of a foreign
currency or precious metal or a contract for an option to enter into a purchase or sale of a foreign
currency or precious metal, and each, once evidenced by a confirmation, is referred to as a
“Contract”.
“Investment Account” means an account through which you may purchase, hold and / or sell
securities under the provisions of the Information About Investment Account section in this
Manual.
“International Account” includes any relationship between a non-US person or Entity and Bank
Leumi USA or an Entity organized in the US that is affiliated with an Entity organized outside
the US.
“Item”: Means any check, ACH, funds transfer, teller cash withdrawal, ATM withdrawal, debit
card purchase, fee, charge, or other amount that is added to or subtracted from your account.
“Liabilities” means, collectively, all indebtedness arising pursuant to this Manual, the
agreements set forth herein and all other indebtedness, liabilities, and obligations (including,
without limitation, the Credit Obligations) of any kind of you (or any partnership or other group
of which you are member) owe to (a) the Bank, (b) any unit of the Leumi Group, or (c) any other
person if the Bank has a participation or other interest in such indebtedness, liabilities, or
obligations, whether (i) held or to be held by, Bank for its own account or as agent for another or
others, whether created directly or acquired by assignment or otherwise, (ii) acquired directly or
indirectly by the Bank from you or others, (iii) absolute or contingent, joint or several, secured or
unsecured, liquidated or unliquidated, due or not due, contractual or tortious, now existing or
hereafter arising, or (iv) incurred by you as principal, surety, endorser, guarantor or otherwise,
and including without limitation all expenses, including attorneys' fees, incurred by the Bank in
connection with any such indebtedness, liabilities or obligations or any of the property (including
any sale or other disposition of the Property), in each case whether or not (1) evidenced by any
note, guaranty or other instrument, (2) arising under any agreement, instrument or document, (3)
for the payment of money, (4) arising by reason of an extension of credit, opening of a letter of
credit, loan, banker’s acceptance, equipment lease or guarantee, (5) under any interest or
currency swap, future, option or other interest rate protection or similar agreement, (6) under or
by reason of any foreign currency transaction, forward, option or other similar transaction
providing for the purchase of one currency in exchange for the sale of another currency, or in any
other manner, (7) arising out of overdrafts on deposit or other accounts or out of electronic funds
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transfers (whether by wire transfer or through automated clearing houses or otherwise) or out of
the return unpaid of, or other failure of Bank (or the applicable holder) to receive final payment
for, any check, item, instrument, payment order or other deposit or credit to a deposit or other
account, or out of Bank’s (or applicable holder's) non-receipt of or inability to collect funds or
otherwise not being made whole in connection with depository or other similar arrangements, or
(8) arising from any amendments, extensions, renewals and increases of or to any of the
foregoing.
Notwithstanding anything to the contrary contained herein, if you are not the borrower with
respect to certain Liabilities, then definition of “Liabilities” shall specifically exclude any and all
Excluded Swap Obligations. The foregoing limitation of the definition of Liabilities shall only
be deemed applicable to your obligations (or solely you as the particular pledgor(s) if there is
more than one pledgor of security) under the particular Swap (or Swaps), or, if arising under a
master agreement governing more than one Swap, the portion thereof, that constitute Excluded
Swap Obligations. As used herein, (i) “Excluded Swap Obligations” means, with respect to each
pledgor, any obligation to pay or perform under any agreement, contract or transaction that
constitutes a Swap if, and to the extent that, all or any portion of this Manual that relates to the
obligations under such Swap is or becomes illegal as to you under the Commodity Exchange Act
(7 U.S.C. §1 et seq.), as amended from time to time, and any successor statute (the “CEA”), or
any rule, regulation, or order of the Commodity Futures Trading Commission (the “CFTC”), by
virtue of your failure for any reason to qualify as an “eligible contract participant” (as defined in
the CEA and regulations promulgated thereunder) on the Eligibility Date for such Swap; (ii)
“Eligibility Date” means the date on which this Manual becomes effective with respect to the
particular Swap (for the avoidance of doubt, the Eligibility Date shall be the date of the
execution of the particular Swap if this Manual Is then in effect, and otherwise it shall be the date
of execution and delivery of this Manual); and (iii) “Swap” means any “swap” as defined in
Section 1a(47) of the CEA and regulations thereunder between the applicable borrower and
Bank, other than (A) a swap entered into on, or subject to the rules of, a board of trade
designated as a contract market under Section 5 of the CEA, or (B) a commodity option entered
into pursuant to CFTC Regulation 32.3(a).
“Leumi Online” means Bank Leumi USA’s online banking system.
“Leumi Investment Services Inc.” (“LISI”), member SIPC, is an investment advisor and
broker-dealer registered with the Securities and Exchange Commission. LISI is a wholly-owned
direct subsidiary of Bank Leumi USA.
“Leumi Mobile” means Bank Leumi USA’s mobile banking services.
“Network ATM” refers to an ATM that is operated by or on behalf of a financial institution
other than Bank Leumi USA that is a member of a qualifying payment processing network as
INVESTMENT AND FINANCIAL TRANSACTION PRODUCTS:
• NOT FDIC INSURED • NOT A BANK DEPOSIT
• NOT INSURED BY ANY FEDERAL GOVERNMENT AGENCY
• NO BANK GUARANTEE • MAY LOSE VALUE
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identified on your Bank Leumi USA Debit Card including VisaCard® and bearing the VisaCard
®
marks.
“Overdrawing” your account: Means that your account balance, minus any deposits you’ve
made that are not yet available, and minus holds on your account, is less than $0 or that your
Available Balance is not enough to pay all the items that have been presented to us on a Business
Day.
“Payment Order” means a set of instructions given to the Bank to transfer funds.
“Point-of-Sale Transaction” (“POS Transaction”) means an EFT from your primary checking
account to purchase goods and services and/or receive cash using your “Bank Leumi USA Debit
Card” for Signature or PIN-based EFT transactions. (For more information, refer to the
“Electronic Banking” section of this Manual.)
“Public Agencies” means states, state agencies and political subdivisions of states, such as cities,
counties, school districts, water districts, and other miscellaneous public districts; or authorities
established under the laws of a state. All federal agencies are considered public agencies.
“Related Account” means a transaction Deposit Account maintained for settlement of
transactions in an Investment Account and / or a Foreign Exchange Account.
“Remittance Transfer” means a funds transfer initiated by a consumer primarily for personal,
family or household purposes to a designated recipient in a foreign country.
“Remotely Created Check(s)” means an item not bearing the drawer’s (your) actual signature,
but purporting to be authorized by the drawer (you).
"Transaction Account" has the meaning defined in Regulation D of the Federal Reserve Board.
All terms used throughout this Manual unless otherwise defined herein or in any financing
statement describing the Collateral, shall have the definitions set forth in the Uniform
Commercial Code as adopted and enacted and in effect from time to time in the State of New
York (the “UCC”); provided that terms used herein which are defined in the UCC on the date
hereof shall continue to have the same meaning notwithstanding any replacement or amendment
of such statute, except (i) with respect to any modification or amendment to the definition of any
category or type of collateral, which modification or amendment will apply automatically to such
term as used in this Manual as of the date thereof, and (ii) as Bank may otherwise determine.
Fees
You agree to pay and to have your account charged for all maintenance fees and service fees
incurred by you including, but not limited to, all usual and customary fees that the Bank may,
from time to time, charge for any products and services provided. The fees that may be imposed
in connection with your account are indicated on the Fee Schedule.
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Amendments/Changes to This Manual
We reserve the right to change the terms of our agreement with you, including the terms
governing the accounts and services described in this Manual, the fees listed in the Fee Schedule,
and terms in related Account Documents, by adding to or deleting certain provisions entirely or
partially. We also reserve the right to discontinue any product or service described in this Manual
at any time. Unless otherwise required by law, we may amend this Manual without prior notice
to you (e.g., by posting the information in our offices, on our web site, or otherwise making it
available to you). If we choose to notify you or are required by law to notify you of changes to
this Manual, we may, to the extent permitted by law, mail, e-mail or deliver a notice, a statement
message or an amended Manual to you at the last address (location or e-mail) on file for you,
your account, or the service in question. We also reserve the right to amend this Manual online
and deliver the amended Manual by posting the Manual, as amended, online. Please visit our
website at www.leumiusa.com frequently for any changed terms and conditions when applicable.
You should retain all notifications of change with copies of your account documentation.
We will revise this Manual from time to time to reflect these changes. Copies of the current
Manual will be available at any Branch. You can always request a copy of our current Manual at
any Branch or by calling Leumi Client Services or logging into Leumi Online and navigating to
the Forms and Documents section to view the latest Bank Leumi USA Client Manual.
Conflicting Demands/Disputes
(i) If there is any uncertainty or conflicting demand regarding the ownership of an account or its
funds; or (ii) we are unable to determine any person’s authority to give us instructions; or (iii) we
are requested by law enforcement or a state or local agency to freeze the account or reject a
transaction due to the suspected financial abuse of an elder or dependent adult; or (iv) we believe
a transaction may be fraudulent or may violate any law, we may, in our sole discretion:
(1) freeze the account and refuse transactions until we receive written proof (in form and
substance satisfactory to us) of each person’s right and authority over the account and its funds;
(2) refuse transactions and return checks, marked “Refer to Maker” (or similar language);
(3) require the signatures of all Authorized Signers for the withdrawal of funds, the closing of an
account, or any change in the account regardless of the number of Authorized Signers on the
account; (4) request instructions from a court of competent jurisdiction at your expense regarding
the account or transaction; and/or (5) continue to honor checks and other instructions given to us
by persons who appear as Authorized Signers according to our records. The existence of the
rights set forth above shall not impose an obligation on us to assert such rights or to deny a
transaction.
FDIC Insurance
Your deposits are insured by the Federal Deposit Insurance Corporation (FDIC) up to applicable
limits. The FDIC website at fdic.gov allows you to determine the amount of your deposits which
are insured. For more information, please contact the FDIC directly at 1-877-ASKFDIC (1-877-
275-3342).
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Non-Deposit Investment Products Disclosure
In the U.S., banking products and services are provided through Bank Leumi USA, and
brokerage and insurance products and services are provided by LISI. LISI is a member of
FINRA (www.finra.org) and SIPC (www.sipc.org), and is a wholly-owned subsidiary of Bank
Leumi USA. Investment products are NOT FDIC-INSURED, NOT GUARANTEED BY THE
BANK, and MAY LOSE VALUE.
Information Sharing
Our consumer privacy notice describes personal information we may collect about you,
including your name, address, telephone number, and other information we receive from you,
information about your account and transactions, and information we receive from credit
reporting agencies and other sources. You authorize us to disclose this information to affiliates
and nonaffiliated third parties as permitted by applicable law except as you or we limit those
disclosures under the terms of our consumer privacy notice. A copy of our consumer privacy
notice accompanies your Agreement and we will provide it thereafter as required by applicable
law. You may obtain a copy of our consumer privacy notice at any Branch, by calling us toll-
free within the U.S. at the phone number(s) listed at the back cover of this Manual, or by visiting
Leumi Online. You may change your privacy preferences at any time by calling the toll free
number listed in our privacy notice. We may take as long as thirty (30) days from our receipt of
your privacy choices to process your request.
Recording Your Service Requests
We may monitor or record your conversations or the conversations of your representative with us
or with an agent acting on our behalf. We do this from time to time to monitor the quality of
service and accuracy of information given to you and to ensure that your instructions are
followed.
Your Consent for Us to Call You
You understand that we or our agents may contact you at any telephone number you provide to
us, including your cell phone number. You agree to receive these calls and messages, such as
text messages or prerecorded or autodialed calls. You understand your service provider may
charge you for these calls/messages.
Security Interest
You grant us a security interest in your Deposit Account(s) for amounts owing to us under this
Manual, and for joint accounts, for amounts owing to us by any joint account owner. This
provision does not apply to IRA or tax-qualified retirement accounts or where otherwise
prohibited by law.
If the Bank extends to you Overdraft Credit under the provisions of the Overdraft Credit section,
or if you open an Investment Account or a Foreign Exchange Account or are approved to use the
Discretionary Advance Agreement, then the additional security interest provisions in the section
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entitled “Security Interest in Property and Bank’s Rights Therein” applies to your relationship
with the Bank.
Account Opening/Ownership/Maintenance
Account Opening
All accounts are opened subject to our ability to verify your identity and the identity of each
signer on the account and their signatures by requiring acceptable types of identification and
specimen signatures.
IMPORTANT INFORMATION ABOUT OPENING A NEW ACCCOUNT
To help the United States government fight the funding of terrorism and money laundering
activities, federal law requires us to obtain, verify, and record information that identifies each
person who opens an account or establishes a relationship. When you apply for an account, we
will ask for information that will allow us to identify you. Generally, we require one piece of
suitable government issued identification with your signature or photograph on it. We may also
ask for your driver’s license or other identifying documents. When you open an account, we
obtain a report from a reporting agency regarding your past handling of banking services. We
require a tax identification number for all accounts.
We may require additional information when or after you open the account to comply with
“Know Your Customer” requirements. We may restrict or close your account if we are unable to
obtain information in order to satisfy our “Know Your Customer” requirements. By opening an
account with us, you confirm that neither you nor any beneficial owner of any account is covered
by any sanctions programs administered or enforced by the U.S. Department of the Treasury,
Office of Foreign Asset Control.
Additional documentation about your business or organization that we may require is determined
by the type and nature of business or organization you are operating. Consult with your
relationship manager for specific information as to the documentation we require for your
business or organization to establish an account. You are responsible for providing us with
amended documents should the information contained in your documentation change. This is
especially important if there is a change in the officers or signing authority of your business or
organization. We cannot be responsible for losses you sustain if you fail to inform us of changes
in the authority of your representatives to conduct your banking business.
Requests to open new accounts in a Branch after the end of a Business Day will be deemed to be
received on the next Business Day. The end of a Business Day is posted at each Branch.
Verification of Identifying Information
We will verify the identifying information you give us when you open an account. In addition,
you agree to allow us to answer any credit inquiries we may receive about your account from
other financial institutions. In the event your account is closed for cause, the Bank may report
this information, in accordance with applicable law, to a credit bureau.
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Consumer Reporting Agency Information
You authorize us to obtain a consumer report in connection with the application, update or
renewal of any deposit or loan account you apply for and you understand that we may also obtain
such reports at any time once you become a customer. You also authorize us to use these
consumer reports to consider you for other programs with the Bank. Upon your request, we will
inform you whether or not a consumer report was obtained, and if so, the name and address of
the consumer reporting agency that furnished the report. Subsequent consumer reports may be
requested or utilized in connection with an update, renewal or extension of the credit for which
you are applying.
We may report information about you and any joint account owners or Authorized Signers on the
account to a Consumer Reporting Agency. That would include a negative credit report if you
fail to fulfill your obligations under any loan account. If you disagree with the accuracy of the
information that we submit to a Consumer Reporting Agency, please call us at the phone
number(s) or write to us at the address(s) listed at the back cover of this Manual. We will review
our files and respond to you in writing.
International Accounts
The Bank offers International Accounts to (i) nonresident alien individuals, and (ii) entities
organized outside the U.S. The Bank does not normally open an International Account for an
Entity organized in the U.S. unless the Entity is affiliated with an Entity organized outside the
U.S.
Eligibility for Private Banking Relationships
To qualify for a relationship with the Private Banking Division the minimum relationship
balance (that is, combined funds or securities balances in any account of yours, or in any
related account) is:
U.S. Private Banking Department: $100,000.00
International Private Banking Department: $300,000.00
Tax Forms
If you are a U.S. person for U.S. tax purposes, U.S. Federal regulations require the Bank to
obtain from you a completed IRS Form W-9 (or substitute form) containing your taxpayer
identification number (Employer Identification Number or Social Security Number) and required
certifications. If you are not a U.S. person, you must provide the Bank with a completed
appropriate IRS Form W-8 and any other documentation requested by the Bank regarding your
tax status. If you do not give the Bank a valid Form W-9, W-8 or other requested documentation,
the Bank will not be able to open your account. If your account is opened and the IRS
subsequently notifies the Bank to withhold tax, or if your Form W-8 expires or becomes invalid
due to a change in your circumstances that affects your tax status and is not replaced with a valid
tax form or if withholding is otherwise required, the Bank will be required to withhold as tax a
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portion of the amount of interest or other income or proceeds paid into on your account
whenever such amount is credited to your account.
Forms of Account Ownership
NOTE: THE TYPE OF ACCOUNT OWNERSHIP MAY CHANGE HOW YOUR FUNDS
ARE PAID IF YOU DIE, EVEN IF YOUR WILL STATES OTHERWISE. PLEASE
CONSULT YOUR ESTATE PLANNING ADVISOR OR ATTORNEY ABOUT YOUR
CHOICES.
Personal Accounts
If your account is a type listed under “Personal Accounts” in this Manual, you agree not to use it for
business purposes. Ownership of your account is determined by the most current signature card.
However, we are authorized to rely on the account ownership information contained in our deposit
system unless we are notified that the most current signature card and the deposit system contain
different information.
“Individual Account” (or “Solely owned account”) means an account owned in the name of
one person only.
“Joint Account” means an account owned in the names of more than one person in joint
tenancy. If one joint account holder dies or the ceases to be in existence, ownership of the
account will automatically pass to the surviving joint holder(s). Unless you designate otherwise
on your signature card, application or other bank documentation, we will assume that personal
accounts opened by two or more individuals are intended to be joint tenancy accounts with the
right of survivorship. We can act on the instruction of any one or more of the joint account
holders. In the event of conflicting instructions or a dispute among you, we may require all joint
account holders to act together in giving us instructions or performing transactions. Any joint
account holder may close a joint account. Accessing to certain Leumi Online services may
require joint holders to have a separate and unique log in.
We may honor withdrawal requests from the survivor(s) after the death of any joint account
holder, but we may require a tax clearance from the appropriate state tax authority if release of
the account balance is restricted by the state tax authority. If you are a non-U.S. resident, we may
also require a Federal Transfer Certificate, as such term is defined by the United States Internal
Revenue Service (“IRS”) from time to time. If we provide assistance in obtaining the tax
clearance document or Federal Transfer Certificate, we will charge our out-of-pocket expenses
(including its attorney’s fees) in this respect to your account. We may treat the account as the
sole property of the survivor(s) after the death of any joint account holder. Upon the death of
any joint account holder, the survivor(s) agree to immediately notify us thereof. We will not be
liable to any owner for continuing to honor withdrawal requests from any account holder unless
we receive at your Branch a written notice signed by any account holder not to pay or deliver
any joint deposit. After receipt of such notice, we may require written authorization of all joint
account holders for any further payments or deliveries.
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EACH JOINT ACCOUNT HOLDER IS JOINTLY AND SEVERALLY RESPONSIBLE FOR ALL
ACTIVITY RELATED TO THE JOINT ACCOUNT, INCLUDING RESPONSIBILITY FOR
PAYING OVERDRAFTS CREATED BY ANY AUTHORIZED SIGNER(S) OR PARTY TO THE
ACCOUNT, WHETHER OR NOT THEY PARTICIPATE IN THE TRANSACTION OR BENEFIT
FROM ITS PROCEEDS. WE MAY BE REQUIRED BY LEGAL PROCESS TO PAY ALL THE
FUNDS IN A JOINT ACCOUNT TO SATISFY A JUDGMENT AGAINST ANY OR ALL JOINT
ACCOUNT HOLDERS.
“In-Trust-For (“ITF”) Account” means an account where you designate another person or
another Entity as beneficiary of the account. You can open an individual or joint ITF account.
The beneficiary receives the funds in the account only upon the death of all account holders and
cannot make any withdrawals or account changes before that time. If more than one beneficiary
is named in our records, they will share equally in the account proceeds. During the lifetime of
one or more of the account holders, this account will be treated as an individual account or joint
account, as applicable. To change the beneficiary, all account holders must sign our
documentation naming the new beneficiary.
Power of Attorney / Appointment and Payment to Agent
You may decide to appoint someone to act for you as your agent or attorney-in-fact ("agent")
under a power of attorney. Please note that the form must be satisfactory to us in our discretion
and unless prohibited by law, we may refuse, with or without cause, to honor powers of attorney
that you grant to others.
For our customers' convenience we have a banking power of attorney form, which is available at
many of our Branches. If your state has a statutory form power of attorney, we also generally
accept that form. We may, however, accept any form that we believe was executed by you and
act on instructions we receive under that form without any liability to you. You agree to
reimburse us for all claims, costs, losses and damages that we incur in accepting and acting on
any power of attorney form that we believe you executed.
We may pay any funds deposited in your account to your agent or upon the order of your agent.
When we accept a power, we may continue to recognize the authority of your agent to act on
your behalf without question until we receive written notice of revocation from you or notice of
your death or incapacity and have had a reasonable time to act upon it. We will not be liable for
action in accordance with the most current documentation if we have not received such notice.
We may require a separate form for each agent and for each account for which you want to grant
power of attorney. We may require your agent to present the original form and refuse to act on a
copy. In some cases, we may require that your agent confirm in an affidavit that the power has
not been revoked or terminated or that you register the power with the appropriate recording
authorities. We may restrict the types or sizes of transactions we permit your agent to conduct.
The authority of your agent to receive payments, transact on or otherwise make changes to your
account generally terminates with your death or incapacity, unless the document creating such
agency provides, in accordance with applicable law, that the agent's powers continue in spite of
your incapacity.
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Fiduciary Accounts
If you open an estate account, trust account, guardianship or conservatorship account, or other
similar type of account, we reserve the right to require any documents we reasonably request to
satisfy us that you are authorized to open and use the account, including withdrawing the funds.
We do not have to permit any withdrawal from the account until we receive all requested
documents. We have no fiduciary duties to you as the trustee, executor, guardian, or conservator,
or to the beneficial owners of the account.
“Estate Account” means an account opened by a fiduciary on behalf of a formal estate. The
estate will have its own Taxpayer Identification Number issued by the Internal Revenue Service
(IRS). Additional documentation is required to open the account.
“Trust Account” means an account owned by a trust. In some cases, the trust must have its own
Taxpayer Identification Number issued by the IRS. Additional documentation is required to
open the account.
“Uniform Transfers to Minors Act Account / Uniform Gifts to Minors Act Account”
(“UTMA Account”) means an account owned by a minor, who receives the funds as a
permanent (irrevocable) gift. A custodian controls and manages the account for the benefit of
the minor. The definition of a minor varies by state; however, generally, one custodian and one
minor are allowed per account. We act only upon the custodian’s instructions. You may wish to
consult your tax advisor or attorney before opening a UTMA account.
Business Accounts
If your account is a type listed under “Business Accounts” in this manual, you agree to use it for
business purposes. Business Accounts are available to both for-profit and nonprofit businesses and
associations. Common forms of businesses organizations are:
Corporation – Established under state law as a separate legal Entity. It may act only through
its stockholders, directors, or officers. A corporation may be established to conduct a business
for profit, or it may be a nonprofit organization.
Formal Trust – Such as a pension and profit-sharing trust, or other employee benefit plan,
established according to the terms of a written trust agreement. A formal trust is a separate
Entity acting through one or more trustees.
General Partnership – An association of 2 or more persons acting as co-owners of a business.
Joint Venture – Similar to a general partnership, except the co-owners associate for a
temporary purpose, usually a specific project or transaction.
Limited Partnership – An association by 2 or more persons having as members one or more
general partners and one or more limited partners. The liability of the limited partners is limited
to the amount they invest in the business.
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Limited Liability Company – A hybrid form of business organization with features of both
partnerships and corporations. Members of a limited liability company with ownership interests
have the same limited liability as a corporation’s shareholders, yet can still participate in
management and control, like partners of a general partnership.
Limited Liability Partnership – A modified general partnership (available only to firms
practicing law or public accounting) established to eliminate some of the consequences of
traditional general partnership liability.
Public Agencies – States; state agencies and political subdivisions of states, such as cities,
counties, school districts, water districts, and other miscellaneous public districts; or authorities
established under the laws of a state. All U.S. federal agencies are considered Public Agencies.
Sole Proprietorship – An individual acting as a sole owner of a business.
Unincorporated Association – A formal group of individuals, such as a lodge, club, society,
or fraternal organization, following many of the procedures of a corporation. It is usually
established as a nonprofit organization.
If our records list a business organization as the owner of an account, the account is payable to the
business organization and not to any individual director, shareholder, member, or partner. A
“business organization” means a corporation, unincorporated association, limited liability
company, partnership (including a limited partnership, limited liability partnership, or joint
venture), or any other business or non-profit organization. We may refuse to recognize any
resolution affecting the account that is not on our form or that appears to us to be incomplete or
improperly executed. We may rely on the accuracy and completeness of all resolutions, signature
cards, and other documents you deliver to us in connection with the account. If the resolutions,
signature cards, or other documents you deliver state that a person is authorized to sign checks or
otherwise initiate transactions on your account, that person is called a “signer.” Each person who
signs the signature card hereby certifies that they are fully authorized to execute all documents in
their stated capacity. In the event any one or more of the signatures affixed to the front of the
signature card, or otherwise provided to the Bank as an authorized signature for the operation of
the account, are facsimiles or made or reproduced by any mechanical means, the Bank is
authorized to rely upon and treat the same, in good faith, as a true and valid signature, and the
account holder hereby holds the Bank harmless and indemnifies it from and against any loss,
damage or liability it may suffer or incur as a result of its said reliance.
If the account owner is a “sole proprietorship,” that means that a single person conducts the
business as his or her own property, instead of through a business organization. A sole proprietor
may also designate signers by appropriate documents. We may in some states allow a married
couple to open an account as a sole proprietorship.
If you change your form of ownership or Authorized Signers, you must notify us when the change
occurs.
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An Authorized Signer is authorized to endorse checks payable to the business. Endorsements “for
deposit” may be written or stamped. An Authorized Signer is also authorized to sign checks drawn
against your account. We are authorized to pay checks without asking how the checks were issued
or how the proceeds will be used, even if the check is payable to the person who signed the check.
An Authorized Signer is authorized to instruct us to close accounts or do anything else involving
any account, and to sign any agreements or documents relating to accounts or other business.
We may, although we are not required to, cash checks payable to – or accept “less cash” deposits
from – a business organization.
If you open an attorney trust account, including an IOLTA or similar account, you authorize us to
notify the appropriate state agency if the account is overdrawn or checks are dishonored, if the
applicable state requires notice of those events.
Updating Your Account Information
It is important that your account records are kept up-to-date. You must inform us of any change
in your name, address or U.S. tax status. Please inform us of any change in your business
address or your electronic mail address. Be sure to change the address on all of your accounts.
If you fail to do so, we shall not be liable for errors, debits or charges to your account resulting
from such failure.
For your convenience, you can do this:
• By signing on to your account at www.leumiusa.com;
• By calling us at the phone number(s) listed at the back cover of this Manual.
• At a Branch.
If you meet the required criteria, we will complete your address change request over the phone;
however, it may be necessary to have you place your request in writing. Be sure to change the
address on each of your accounts.
We reserve the right to change your address for both mailing and records purposes if we receive
information from the United States Postal Service or any other third party who we believe in our
sole discretion is authorized to make such changes or who has actual knowledge of your current
address.
Transferring Account Ownership
Your account is for your use only. It is non-transferable and nonnegotiable. Ownership of your
account is transferable only on our records with our written consent.
You may not grant, transfer or assign any of your rights to your account without our written
consent.
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Even if we consent, we may require that you close the account and that the new account
owner open a new account in their name.
We may refuse to acknowledge or accept your attempted pledge or assignment of your
account or any interest in it, including a notice of security interest.
Assignment of Accounts as Collateral
Except for tax-qualified retirement accounts or where otherwise prohibited by law, most
accounts can be assigned as collateral for a loan from us or another lender. Unless we agree in
writing, any such assignment to another lender will remain subject and subordinate to our right
of setoff. For the assignment to be effective, we must receive written notice of the assignment
and agree to it in writing. We will then reflect the change on our records.
Accounts are not transferrable or assignable except with the permission of the Bank. Accounts
opened for Public Agencies are transferable, but written instructions are required.
Account Transactions
This section governs transaction activities for all checking, savings and money market accounts.
Authorized Signature
Your signature(s) on the Individual Client Relationship Agreement and Signature Card or the
Entity Client General Resolution and Relationship Agreement and Entity Client Signature Card,
even if made through electronic capture, is/are your valid authorized signature(s). We are not
liable for refusing to honor your check or other signed instruction, notice or communication if we
believe in good faith that the signature appearing on the check, instruction, notice or
communication is not authentic.
Facsimile Signature
You authorize the Bank to pay any check drawn on your account and honor any other signed
instruction which bears or appears to bear a facsimile signature that you have provided to or filed
with the Bank.
Multiple Signature Requirements
You acknowledge that any multiple signature designation by you in any resolution, signature
card or other Bank documentation is a statement of your own internal policy. You agree that the
Bank assumes no responsibility for the payment of a check, draft or other item drawn on any
account which is honored and bears only a single authorized signature. In addition, any ONE
signer on an account which requires more than one signature for withdrawals or transfers may
transfer funds from such account by telephone or electronically (including, but not limited to,
transactions performed via our online banking platform) and may withdraw or transfer funds
from such account by ATM or ATM/Debit Card when such access devices have been issued. The
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Bank shall not be liable for any damages or liabilities in connection with any such transfers or
withdrawals.
Checking Account Sub-accounts
For regulatory reporting and accounting purposes, all Bank Leumi USA checking accounts
consist of two sub-accounts: a transaction sub-account to which all financial transactions are
posted, and a savings sub-account into which Available Balances above a pre-set level are
transferred daily. You do not have direct access to the sub-account. The establishment of the sub-
account also does not affect your statement or FDIC insurance coverage.
Funds will be transferred to your transaction sub-account to meet your transactional needs. For
all non-interest bearing checking accounts, both sub-accounts are non-interest bearing. For all
interest bearing checking accounts, the savings sub-accounts pay the same interest rate as their
corresponding transaction sub-accounts. Transfers can occur on any Business Day. Transfers to
the savings sub-account will be made whenever Available Balances in the transaction sub-
account exceed a preset level. Transfers from the savings sub-account to the transaction sub-
account will be made whenever the transaction sub-account balances fall below a predetermined
level. Because banking regulations limit the number of transfers between these types of sub-
accounts, all balances in the savings sub-account will be transferred to the transaction sub-
account with the sixth (6th) transfer in any statement period. Both sub-accounts are treated as a
single account for purposes of the customer’s deposits and withdrawals, access and information,
tax reporting, fees, etc.
Checkbooks and Checks
When you open a checking or money market account with a check-writing feature, you can order
personalized checks through us (including checks that are compatible with accounting software
packages). When we place an order for your checks, we act as sales and billing agent for the
check supplier, and we are compensated for our services. The cost in ordering through the Bank
varies depending on the style and quantity you select and includes postage and handling. We
will automatically deduct the cost from your account balance after your order is processed. You
are responsible for verifying the accuracy of all information shown on your checks. If you find
an error, you must notify us immediately.
If you arrange for the printing of your own checks or choose to use an independent supplier, the
form, encoding and format of the checks must follow our check specification requirements and
be approved by us in advance. You are responsible for ensuring that magnetic ink character
recognition (MICR) is properly encoded on those checks. You are also responsible for ensuring
that the payee/business client name and address information matches the current full legal
account name on bank records for your account. If you do not purchase your checks through
us, we may charge a fee for each check that rejects during processing due to poor print quality, or
if it fails to meet our specifications including proper MICR-encoding. We reserve the right to
return unpaid any check that is not properly MICR-encoded and you agree that we will not be
liable for any losses resulting from nonpayment of any such check. You agree not to issue
checks with features or marks that obscure, alter or impair information on the front or back of a
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check or that otherwise prevents us or another bank from capturing such information during
automated check processing.
Checks ordered through us can include fraud prevention features. If you choose not to use them
or other checks that include fraud prevention features, you agree to assume a heightened degree
of responsibility for safeguarding your checks, and for reviewing all returned checks and
statements as soon as you receive them.
We may in our discretion place your account on a "positive pay arrangement" status. This status
protects against check fraud through allowing us to pay only those checks which you separately
authorize us to pay. If we place your account on this status, we will inform you of the terms of
the arrangement, including the manner in which your pay instructions are separately
communicated to us.
You agree to safeguard your blank and cancelled checks, and to take reasonable steps to prevent
their unauthorized use. If your checks are lost or stolen, you agree to notify us immediately. For
security reasons, we reserve the right to close your account and transfer the balance to a new
account. If we do, all checks written but not yet paid may be returned to payees as “Account
Closed” or “Refer to Maker.” You will be responsible for issuing any replacement checks.
Deposits
You can make deposits:
• With a teller, during regular banking hours, at any Branch in the United States;
• By US or international mail service;
• By Direct Deposit (forms for establishing direct deposits can be obtained at any Branch or
through Leumi Online);
• By an ACH or wire transfer;
• By Inter Institution Transfer Service. For more information about these transfer services,
refer to the “Electronic Banking” section of this Manual; or
• You may utilize Leumi Deposit Capture, a remote check deposit service (available for
Commercial Banking clients only), or Leumi Mobile Deposit, a remote deposit service
accessible through your smartphone or tablet device; additional fees may apply.
We may accept items payable to you, or to any of you, from any source without questioning the
authority of the person making the deposit. We also may give cash back to any authorized
account signer(s) or agent(s) in connection with items payable to any owner, whether or not the
items have been endorsed by the owner. If you make a deposit or payment that is not
accompanied by instructions indicating how or where it is to be credited, we may apply it at our
discretion, to any loan or Deposit Account any of you maintain with us.
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If you make a deposit at a Branch before the local time of 4:00 PM on a Business Day that the
Branch is open, we consider that to be the day of deposit. If you make a deposit after the local
time of 4:00 PM on a Business Day, we consider that the deposit was made on the next Business
Day the Branch is open.
If you enroll in Leumi Deposit Capture, our remote deposit service, or Leumi SmartCapture, our
mobile deposit service, the cut-off time for deposits may extend beyond normal business hours.
Please refer to the applicable service agreement and the Funds Availability Disclosure section in
this Manual for details.
We may require you to complete a deposit slip and include it with each deposit. Deposit slips
are available at all Branches.
Remotely Created Checks
You may not deposit remotely created checks to an account with us without our prior, express
written consent. If you deposit remotely created checks with us, you agree that we may withhold
a portion of the proceeds of such remotely created checks in a reserve account, in an amount that
we reasonably believe may be needed to cover future charge backs, returned items, and/or claims
that such remotely created checks were unauthorized. You grant us a security interest in the
reserve account. Unless we agree otherwise in writing with you, reserve funds shall not bear
interest. Our right to charge your account for returned remotely created checks will not be
limited by the balance or existence of any reserve fund. Our rights with respect to the reserve
fund, as well as the security interest granted to us, shall survive the termination of this Manual
and all agreements and transactions entered into in connection with this Manual. We may
discontinue accepting remotely created checks at any time without cause or prior notice.
If you provide your account number to a third party with instructions to charge your account by
means of one or more remotely created checks, you authorize us to pay such remotely created
checks, even though they do not contain your signature and may exceed the amounts you
authorized to be charged. This provision shall not obligate us to honor remotely created checks.
We may refuse to honor remotely created checks without cause or prior notice, even if we have
honored similar items previously.
Endorsements
To ensure that your check is processed without delay, you must endorse your check correctly.
The area allocated for your stamp or signature is on the back of the check, within 1 1/2” from the
“top” edge. Turn the check over, and sign your name and write your account number. Do not
make any additional marks or notations on the back of the check. The portion of the check not
reserved for your endorsement must remain blank for processing purposes. We will not be
responsible for any loss you incur if your check is improperly endorsed. You will be liable for
unpaid checks returned late because your endorsement, a prior endorsement, or information you
have printed on the back of the check obscures other endorsements.
We may endorse and/or collect items deposited to your account without your endorsement, but
may require your personal endorsement prior to accepting an item for deposit. If your account is
a joint account, each joint account holder authorizes the other joint account holder(s) to endorse
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for deposit to the account all checks payable to any joint account holder. If you deposit an item
that bears the endorsements of more than one person or persons who are not known to us, we
may refuse the item, require all endorsers to be present, or require that the endorsements be
guaranteed by another financial institution acceptable to us before we accept the item. We do
not accept for deposit a check where one or more of the payees is not an owner of the account.
Endorsement Stamp Specifications
To ensure that your endorsement complies with banking regulations, your endorsement stamp
should conform to these standards:
The stamp should only be applied to the endorsement area at the top portion of the back
of each check.
The size of the stamp should be no larger than 2” wide by 1 1/2” high.
The words “For Deposit Only” should appear along the top edge.
Your account title and complete account number should be printed clearly in the stamp.
Please do not include your Branch number.
The Bank will not be responsible for any loss if your check is improperly endorsed.
Items Sent for Collection
We and other institutions may refuse to accept a check or other item for deposit or may accept it
on a collection basis only. This often occurs with questionable or damaged items and checks or
other items drawn on banks outside the United States or that are not payable in U.S. dollars. If
we accept an item for collection, we will send it to the institution upon which it is drawn, but will
not credit your account for the amount until we receive the funds from the other institution. If
we elect to credit your account before then, we may charge the amount back against your
account if we do not receive payment for any reason. We may impose a fee in connection with
sending and receiving items for collection (e.g., by charging your account or deducting the fee
from the amount remitted). Other institutions that send or receive items for collection involving
your account also may impose a fee for their services.
Verification and Collection
Any item that we cash or accept for deposit is subject to later verification and final payment. We
may deduct funds from your account if an item is lost, stolen or destroyed in the collection
process, if it is returned to us unpaid, or if it was improperly paid, even if you have already used
the funds. Cash deposits are also subject to later verification.
All deposits of check, coin and currency are accepted subject to verification. When we accept
your deposit at any Branch, we will credit your account for the amount shown on your deposit
ticket. The amount credited to your account for your deposit, regardless of whether such funds
are made available for withdrawal, is provisional and subject to adjustment by the Bank to the
extent that the Bank determines that the amount of the deposit differs from the amount of the
deposit as stated by you on your deposit ticket. The Bank’s count of the deposit shall be
conclusive and binding.
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Pick-ups and deposits of checks, currency and coin can be made by any Authorized Signer on
your account. We may, without liability, require evidence of authority acceptable to us.
ACH Provisional Credits
Credit for an ACH transfer is provisional until final payment is received by the payee’s financial
institution. Until that happens, the party originating the transfer is not deemed to have made
payment to the beneficiary, and the payee’s bank is entitled to a refund of the provisional credit.
If we give you provisional credit for an ACH transfer, but do not receive final payment, you
become obligated to us for the full amount without prior notice or demand.
Notice of Incoming Transfer – ACH Receipt of Entry
We are not required to give you a separate notice of our receipt of an ACH transfer. If we accept
ACH credits to your account, you will receive notice of the credit on your next regular periodic
statement. Although we may send notice of a non-ACH incoming funds transfer, we assume no
obligation to do so. Transfers to your account will be reflected on your regular periodic
statement. You may also contact your local Branch or call Leumi Client Services at the number
listed in the back of this manual during normal business hours to determine if a transfer has been
credited to your account. This information is available to you anytime via Leumi Online.
Returned Items/Transactions
When checks or other items that you deposit to your account are returned for insufficient or
uncollected funds, we may, at our discretion, re-present those checks or other items for payment
a second time without notifying you that the check or item was returned. You agree that we are
not responsible for any loss or damage you may incur as a result of our not notifying you when
such check or other item was first returned. At our option, we may re-present the check
electronically.
If you deposit a check that is returned to us unpaid, we will deduct the amount of the returned
check from your account balance and return the check to you. There will also be a service
charge.
We may also place a hold on the funds in question (see “Funds Availability at Bank Leumi
USA” section in this Manual) or charge your account for the amount (and any interest earned on
it) whether or not the return or notice of non-payment is proper or timely.
This also applies to checks drawn on us which are not paid for any reason, and to checks that are
returned to us in accordance with any law, regulation or rule (including a clearinghouse rule).
We may assess a fee for each returned item and notify you of the return orally, electronically or
in writing.
If we receive an affidavit or a declaration under penalty of perjury stating that an endorsement on
an item deposited to your account is forged, that the item contains an alteration, or that there has
been a breach of warranty in connection with the item, we may charge the item back against your
account or place a hold on the funds pending an investigation, without prior notice to you.
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Reconstructing Lost, Missing, or Destroyed Deposits
When you cash or deposit a check or other item with us, we only act as your agent to collect the
item. You assume the risk of loss for deposited items that are lost, missing, or destroyed during
the processing and collection of the item(s). We may reverse any credit given and any interest
earned or accrued for such a deposited item, and we may recover the amount of any funds
disbursed for any such cashed item from any account you maintain with us.
You agree to cooperate fully with us to reconstruct such a deposited item by promptly:
• Providing us with a copy of the front and back of the deposited item from your or the issuer’s
records;
• Asking the issuer of the item to place a stop payment on it (at our expense) and to issue a
replacement item to you (if the deposited item has not been paid); and
• Reviewing your records and other information to obtain the issuer’s identity and any other
information about the deposited item.
If you fail to cooperate with us to reconstruct the deposit, we may adjust any credit made to your
account for the deposited item.
Our Right to Refuse Deposits
We may, at our discretion, refuse to accept funds for deposit to your account for any reason
including, but not limited to, checks that have not been properly endorsed or checks with
multiple payees or endorsements. In accepting a check for deposit to your account, we may
supply your missing endorsement. We will, to the extent practical, try to facilitate your
transaction by the best means available, including sending the item for collection or forwarding
the item to the appropriate processing area. Your account will not be credited until collection or
processing is completed.
Transfer and Limits on Transfers
You can transfer funds between certain linked accounts through Leumi Online or by calling our
office, in which case a service fee may be applied.
Automatic Transfers: You can arrange for us to make automatic transfers between accounts.
Transfers can be arranged on a recurring basis. All Deposit Accounts (except for Time Deposit
Accounts) permit automatic transfer withdrawals and accept automatic transfer deposits.
Limits on Transfers: Federal regulations require us to limit the number of transfers from any
savings account, including money market accounts, of the following transaction types:
• Checks you write;
• Bank Leumi USA Debit Card or similar orders made by you and payable to a third party;
• Automatic transfers;
• Recurring payments you set up in advance;
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• Payments and transfers you authorize via Leumi Online or other electronic means; except for
payments and transfers to repay loans and/or lines of credit and Bank Leumi USA Credit
Cards;
• Transfers to third party institutions at an ATM;
• Payments and transfers you make using the inter institution transfer service.
The maximum number of transfers you can make is limited to no more than six (6) per statement
period. If you have reached this limit, we may refuse to honor additional transactions. We count
checks for purposes of the transaction limitation as of the date we post them to your account (not
as of the date you write them). As such, a check you write during one statement period may not
be counted until a subsequent statement period. If these limits are exceeded three (3) times
within a twelve (12) month period, we will, in our sole discretion, either: restrict your account
access; or, transfer the funds in your account into another account you have (or that we open for
you) with us that is not subject to these transaction limits, as will be further described in the
notice that we will send concerning such excessive transaction activity; or, close your account
and mail you a check for your balance, if any. We may also impose an excessive activity fee.
There is no limit on the number of transfers between your linked Deposit Accounts that you
make in person with a teller at our Branches or cash withdrawals at an ATM.
The chart below provides a non-exhaustive list of transactions that count toward the six (6)
transaction limit as well as those that do not.
Does this transaction in a savings or money market account…
…count toward the
6 transaction limit?
Leumi Online transfers from a savings account to another linked
account (such as checking) Yes
Outgoing Inter Institution Transfers or online funds transfers through
Leumi Online Yes
Transfers submitted over the phone Yes
Transfers from savings to cover checking overdrafts Yes
Pre-authorized (ACH) deductions by a third party Yes
Check written from a money market account Yes
Electronic settlement transactions between a linked investment
account and money market account that result in a transfer or
withdrawal from a linked money market account Yes
Cash withdrawals made at an ATM No
Withdrawals or transfers with a teller in a Branch No
Transfers and deposits into a savings or money market account No
Withdrawals
Where to Make a Withdrawal
At a Branch. You can withdraw up to your Available Balance by cashing a check or making a
withdrawal at a Branch. We may require you to present identification.
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At an ATM Machine. You can use your Bank Leumi USA Debit Card to withdraw cash from
your Card-Linked Accounts at an ATM displaying the PLUS, NYCE or STAR logo. Depending
on the terms of your account, there may be a Bank Leumi USA transaction fee for cash
withdrawals from non-Bank Leumi USA ATM machines. In addition, the company that owns or
operates the machine may charge you a fee for the withdrawal. There is a daily limit of up to
$1,200 per card per day for all ATM location withdrawals and POS transactions using your Bank
Leumi USA Debit Card. We may change these limits from time to time and at any time based on
security issues and other factors. For more information on ATM withdrawals, refer to the
“Electronic Banking” section of this Manual.
Cash Withdrawals
Cash withdrawals or payments at any Branch may be restricted due to the limited amount of
currency on hand. If we do not have sufficient cash for a large withdrawal or payment, we may
make arrangements for a later cash payment or offer to make payment with an official check.
We assume no responsibility to provide personal protection for customers who elect to carry
large sums of money off our premises.
Writing a Check
You can write a check for any amount up to the Available Balance in your checking account or
money market account, provided your account offers a check-writing feature, by using one of the
personalized checks you receive from us or one of the compliant checks that you have ordered
elsewhere. Checks must be written in U.S. dollars.
Processing Order of Credits and Debits
We may accept, pay, certify, or charge to the appropriate account, checks and other items in the
order we choose. Even if we provisionally post items to your account during the day, we may
treat them as if we received all of them at the end of the day. We do not necessarily process
transactions with regard to the fees that you may incur for insufficient balances.
Generally, we first credit your account for items and funds that have been accepted for deposit,
and then transactions presented for payment against your account and any service charges or
fees. The order of posting depends on a number of factors, including, when a transaction occurs,
the type of transaction and the amount. The following is the general order in which categories of
transactions are processed:
1. First: Deposits and all other credits to your account made before the cut-off time are added
to your account balance.
2. Second: ATM withdrawals, Bank Leumi USA Debit Card PIN and POS purchases are
deducted as they occur if there is a sufficient Available Balance in the account to pay them.
3. Third: Checks presented for payment are processed in check sequence number order.
4. Fourth: All other transactions received real-time during the day are deducted as they occur if
there is a sufficient Available Balance in the account to pay them. This includes teller
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withdrawals and cashed checks; funds transfers or Leumi Online bill payments initiated by
you, and most ACH debits that we receive throughout the day.
5. Fifth: Any other debit transaction not deducted during the day and fees for services we
provide that have not already been debited from your account are deducted from your
remaining Available Balance in the order of highest to lowest dollar amount.
At any time we may modify the posting order at our sole discretion without notice to you. As
such, if you wish to avoid an overdraft or the possibility of a rejected transaction, you should
take steps to ensure that your account has sufficient funds to cover each of your transactions and
our fees.
Insufficient Funds, Uncollected Funds and Overdrafts
For purposes of this section, an “item” includes checks, substitute checks, service charges,
purported substitute checks, electronic items or transactions, drafts, remotely created checks,
image replacement documents, indemnified copies, preauthorized payments, automatic transfers,
telephone initiated transfers, if any, ACH transactions, online banking transfers or bill payment
instructions, withdrawal slips, in-person transfers or withdrawals, adjustments, and any other
instruments or instructions for the payment, transfer or withdrawal of funds including an image
or photocopy of any of these.
There are “Insufficient Funds” in your account when the total funds on balance, including the
sum of funds available for withdrawal and funds subject to a hold under the Funds Availability
schedule, are insufficient to cover an item presented for payment or other debit entry.
“Uncollected Funds” are funds deposited into an account that are not yet reflected in the
Available Balance and are therefore not available for withdrawal based upon the current Funds
Availability schedule. An item is considered to be presented for payment against Uncollected
Funds when the amount of that item exceeds the Available Balance in the account.
The Bank has no obligation to pay or honor an item or other debit that is drawn against
Insufficient Funds, Uncollected Funds or to create an overdraft in your account. Moreover, as a
general policy matter, we will not honor a check or payment order or pay any other item
presented against your account when it exceeds your account’s Available Balance and may
return one or more of your items and/or not allow one or more of the requested transactions.
However, based upon a variety of factors which may change from time to time, we may elect in
our sole discretion, to pay items, or other debits drawn against Insufficient Funds or Uncollected
Funds and create an overdraft in your account by paying some or all of the items. You authorize
us to create such an overdraft. Our payment of any items or allowance of transactions that create
overdrafts in no way obligates us to continue that practice at a later time. We may discontinue
permitting overdrafts without cause or notice to you.
You agree to repay us immediately the amount of the overdraft without notice or demand from
us. Processing fees will be charged whenever an item is presented against Insufficient Funds,
ACH debits are received electronically through a merchant you have instructed to bill your checking account e.g.
for your utility or phone bill.
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Uncollected Funds and an overdraft is created. Please refer to the applicable Fee Schedule for
specific information on fees charged.
Interest will be assessed monthly on the negative balance in your account. The rate of interest
charged (“Overdraft Rate”) is variable and is based on the Wall Street Journal Prime Rate plus a
margin. The margin is currently 15% for personal accounts and 10% for commercial accounts.
You will see the amount of interest charged monthly as an “O.D. Interest Charge” in your
statement. Interest at the Overdraft Rate will be calculated based on the actual number of days
that the overdrawn amount is outstanding over a year of 365 days. In no event will the Overdraft
Rate exceed the maximum rate allowed by law. Interest will accrue at the Overdraft Rate from
the date of creation of each overdraft until repayment in full.
If the Deposit Account is a Joint Account, each account holder is jointly and severally liable for
repaying the full amount of any and all overdrafts irrespective of which account holder created
the overdrafts and whether or not they participate in the transaction or benefit from its proceeds.
If, for any reason, the Bank waives the interest charge on any payment creating or increasing a
negative Available Balance in your account, such waiver shall not constitute a waiver of interest
charges on any such payment thereafter.
As used herein, “Wall Street Journal Prime Rate” or “Prime Rate” shall mean the rate of interest
which appears in The Wall Street Journal (print and online versions) under the designation
entitled “Market Data” (You confirm that the Prime Rate may not necessarily represent the
lowest interest rate charged by BLUSA to customers.) This rate of interest fluctuates and is
subject to change without prior notice. If and when the Wall Street Journal Prime Rate changes,
the Overdraft Rate will automatically change effective on the date of any such change, without
notice to you. In the event that the Wall Street Journal Prime Rate cannot be ascertained from
The Wall Street Journal, the rate of interest which shall be used in substitution thereof and until
such time as the Wall Street Journal Prime Rate can be ascertained by reference to The Wall
Street Journal shall be a rate equal to the average of the prime rate of interest announced from
time to time by three (3) New York banks selected by Bank in its sole and absolute discretion.
The Bank is authorized (but not required) to debit any of your accounts, without notice to or
consent by you, on any date on which any overdraft or any other Liabilities or related interest is
due or is demanded by the Bank, in an amount equal to the unpaid balance of the overdraft,
related interest, and/or other Liabilities. The Bank may apply any balance in any of your
account(s) to the amount of any unpaid overdraft, related interest and/or other Liabilities, upon
demand and without notice to you, before it honors any checks or other drafts drawn on your
account(s), or any other requests by you for the payment of funds from your account(s).
In order to induce the Bank to make overdrafts, you agree that all payments to be made to the
Bank, by you, on account of such overdrafts whether for principal, interest or otherwise, shall be
made without set-off or counterclaim, free and clear of, and without deduction for or on account
of, any present or future Foreign Taxes. It is further agreed that if any Foreign Taxes are required
to be withheld from any amounts payable to the Bank or if the Bank itself is required to pay any
Foreign Taxes in connection with such overdrafts, the Bank, may, in its sole discretion, (a)
increase the amounts payable by you to the Bank and to the extent necessary to yield to the Bank
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(after payment of all Foreign Taxes) the full amounts which the Bank would have received had
the payments not been subject to Foreign Taxes, and/or (b) debit any of your accounts, in an
amount equal to the required payment for Foreign Taxes.
Paying Your Checks
The decision to pay your check or return it unpaid is made at the time the check is presented to
the Bank, or earlier if the Bank receives electronic notification that a check you wrote has been
presented for deposit at another bank. The Bank’s decision to pay or not to pay a check is based
on funds available in your account and other factors. Note that our decision regarding payment of
your check is final when made and will not be affected by any subsequent deposits to your
account.
Electronic Presentment of Checks. We may charge your account on the day that a check or
other transaction is presented (or returned) to us directly or electronically for payment. We may
charge your account or place a hold on funds at an earlier time if we receive notice that a check
or other item deposited to your account is being returned, or if we receive notice that your check
or electronic payment (e.g., at a point-of-sale) is being processed for collection. Please note:
Some merchants may obtain authorizations in advance for point-of-sale transactions in an
amount greater than the final transaction amount. You agree that we may place a hold on
sufficient funds to cover the amount of the authorized transaction, pending its final settlement
through the system even if that amount exceeds the actual amount of the transaction. This could
affect the balance available to cover other transactions.
Check Processing Cut-off Hour. In order to handle the large volume of checks processed each
day, we may treat any check you have written that is presented for payment after 4:00 P.M. local
time on a Business Day as if it were received on the next Business Day.
PLEASE NOTE: As checks you have written are presented to us for payment during the course
of a Business Day, we may place a hold on available funds in your account for the amount of
those checks resulting in a reduction in your available account balance throughout that day. The
held funds may be applied against processing of those checks or other transactions later that day.
We process most checks by automated means based on information encoded on the checks. As
such, we may not physically examine all checks to determine if they are properly signed or
completed. You agree that we may rely on such a process and that it will be deemed an
acceptable standard of care on our part.
Dates and special instructions on paper items. The Bank may, without inquiry or liability, pay
one of your paper items even though:
Special instructions written on the paper item indicate that the Bank should refuse payment
(e.g., “Void after 30 days;"'Paid-in-full” or "Void over $100")
The paper item is stale-dated (i.e., it bears a date that is more than six months in the past),
even if the Bank has knowledge of the date on the paper item
The paper item is post-dated (i.e., it bears a date in the future) The paper item is not dated.
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Contradictory Word and Numeric Descriptions
If you issue a check with the amount payable expressed in contradictory word and numeric
descriptions and that check is encoded by us (or our agent), you authorize us (and our agent) to
encode and pay the check on the basis of either the amount or the amount written out in words. In
addition, the Bank may pay in U.S. dollars the amount that has been MICR-encoded on your
paper item, even though you have purportedly drawn the paper item in a foreign currency.
Post-Dated Checks. You agree not to write post-dated checks (a check dated in the future). If you
do, we may pay the check on the day it is presented unless you give us written notice of the post-
dating by requesting a Stop Payment Order as described below.
The following applies to you when you open your account in a state other than New York: If you write a post-dated check on your account and intend that the check will not be paid by
us until the date written on the check, you must notify us by placing a Stop Payment Order on
our form used for that purpose. The request will be processed just like any other Stop Payment
Order. However, if you want the check to be paid on or after a specific date, you may contact
us to remove the Stop Payment Order on or after that date. See the Stop Payment Orders and
Postdating Orders section below.
Stale Dated Checks. You agree that we may pay or reject a check which is presented to us for
payment more than six months after its date (a “stale dated” check), even if the presentment occurs
after the expiration of a stop payment order. We normally do not examine the date on checks
presented for payment. You agree that we are not required to identify stale dated checks or to seek
your permission to pay them. To make sure that a check will not be paid, you should continue
placing a stop payment order on the check.
Stop Payment Orders (Checks and other Paper Items)
General. Any signer on the account can instruct us to stop payment on a check or other paper item
that has not been paid by issuing a stop payment order at a Branch, through Leumi Online or by
calling your relationship banker. For information about stopping payment on an automatic
withdrawal or payment from your account (ACH), please refer to “Stop Payment Orders (Automatic
Transfers)” in the Electronic Banking section of this Manual.
We will not be responsible if we pay or certify a check or other paper item described in a stop
payment request (and because of the payment or certification other checks or pa Business per
items drawn on the account are returned for insufficient or unavailable funds) because the
information you gave us is incomplete or incorrect or because the stop payment request is not
given at a time and in such a manner as to afford us a reasonable opportunity to act on it before
the check is paid. An instruction received by us through a telephone- or computer-accessed
automated account information service provided by us to receive stop payment requests is a
request in writing on a form used by us for that purpose.
A stop payment fee may apply. Please refer to our fee schedules for detail information.
Contents of Stop Payment Order. You will need to accurately provide:
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• Your account number;
• The date of the check;
• The check number;
• The exact amount (dollars and cents) of the check; and
• The payee’s name.
We may use some or all of the information, in our sole discretion, to identify a check or other
paper item. If the information is not exactly correct, the stop payment may not be effective.
Effective Period of Stop Payment Order & Renewal. A stop payment order must be received
in a time and manner that gives us a reasonable opportunity to act on it before paying,
accepting, certifying, cashing or otherwise becoming obligated to pay the item. Payment
cannot be stopped on a check or other paper item that has already been paid or that is in the
process of being paid. At the time that you place a stop payment order, we may not be able
to tell you whether the check has been paid or is in the process of being paid. We will
confirm receipt of your order in writing, and you should advise us immediately of any
changes or corrections. A stop payment order will stay in effect for six (6) months, unless
you instruct us to cancel it or to renew it, provided we have not already returned the check.
The order may be renewed for additional six (6) month periods. We may pay the check
when the stop payment order expires. Under certain circumstances, the law may allow the
party in possession of the check to enforce payment, despite the stop payment order. You
agree to indemnify us against any claim or loss resulting from honoring your stop payment
request.
Payment over Valid Stop Payment Order. If you believe that we have paid a check or other
paper item over a valid stop payment order, we may require you to provide us with evidence of
our acceptance of a valid stop payment order and an affidavit describing in detail your loss
resulting from the payment of the check; and, if applicable, further describing in detail your
dispute with the payee. If we subsequently determine that you were indebted to the payee for the
exact amount of the check or less, you agree that we will have the right to debit your account for
the amount of the indebtedness. If your account has insufficient funds to cover the indebtedness
we may also exercise our right of setoff.
Replacement Check. If you write a new check to replace one on which you have placed a stop
payment order, be sure it has a different check number and date. It is also helpful if you write
the word “replacement” on it so it is not mistaken for the original check.
Official Checks. You may not as a matter of right place a stop payment on an official check. If
such an instrument has been lost, stolen, or destroyed, you and/or the payee may, under certain
circumstances, be allowed to place a stop payment by completing a stop payment request and
indemnity agreement form. You may also be required to purchase a surety bond for twice the
amount of the instrument.
Withdrawal Refusals
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In some instances, we may refuse a request for a withdrawal or transfer from an account. The
following list includes, but is not limited to, the most common reasons we might refuse such
requests:
• If the funds you wish to withdraw are not yet available (see the “Funds Availability at Bank
Leumi USA” section of the Manual);
• If we decide to require seven (7) days advance written notice and we have not received such
notice;
• If there are insufficient funds in your account;
• If you use a type of check not acceptable to us;
• If the funds you wish to withdraw are being held to cover a checking account withdrawal ;
• If the withdrawal would consist of money owed to us;
• If the withdrawal you are requesting is of the type that is limited by federal regulations, and
you have already reached the applicable limit;
• If, in the case of a joint account, any account signer gives us written instructions not to
permit a withdrawal;
• If the account is pledged as collateral for a loan;
• If an account holder has died and we have not received all documents required to release
funds in the account;
• If we have not received documents or identification required to permit access to the account,
such as when the account is new and documentation remains missing;
• If we have been ordered by a court or other legal process not to permit the withdrawal;
• If you do not present us with appropriate identification or any other information that we may
require;
• If we are aware of any dispute relating to the account or funds in the account;
• If we have some suspicion of fraud, irregularity, or illegality; or
• If we believe that the signature on a check or item drawn on your account and presented for
payment does not appear similar to that appearing in our records.
Withdrawal Notice
We reserve the right to require seven (7) days advance notice before permitting a withdrawal
from all interest checking, savings and money market accounts. It is unlikely, however, that we
would require this notice.
Payee Check Cashing. We will not cash a check drawn on your account for a payee other than
yourself unless we receive at your Branch a written request, on a form used by us for that
purpose, signed by any Authorized Signer specifying, in addition to the number, date, and
amount of the check, (i) the payee (and if the payee is an Entity, the individual who will be
acting on behalf of the payee); and (ii) the government-issued photo identification which will be
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presented by the payee (or if the payee is an Entity, by the individual who will be acting on
behalf of the payee). We will have no liability to you, and you will hold us harmless against a
claim asserted by the payee (or the payee’s transferee or successor-in-interest), arising out of, or
relating to, our cashing the check if (i) we act in accordance with such request; (ii) such
identification reasonably appears to us to be authentic; and (iii) the individual presenting such
identification reasonably appears to us to be the individual therein identified. However, if you
have a written agreement with us for check cashing, including a written agreement providing for
check cashing by your employees, the written request requirement will not apply to checks
cashed pursuant to such agreement.
Account Errors and Adjustments Not Involving Electronic Funds Transfers
We may make adjustments to your account whenever a correction or change is required.
Adjustments might occur, for example, if deposits are recorded in the wrong amount or items
you deposit are returned unpaid.
You have a responsibility to review your account statement in a timely manner and to notify us
promptly of any errors. Within thirty (30) days after we send or make available to you your
account statement and accompanying items, you must notify us in writing of any errors,
discrepancies, or unauthorized transactions not involving an electronic funds transfer. If you fail
to do so, we will not be liable for debits or charges to your account resulting from such errors,
discrepancies or lack of authorization, or for losses resulting from subsequent related
occurrences. Note: There are exceptions to this thirty day notice requirement. For claims
asserting forged, missing, or unauthorized endorsements or a material alteration, you must notify
us within the period specified by the state law applicable to your accounts. See the section below
entitled “Legal Proceeding to Recover Payment.”
If you think an error has been made or if you need more information about a transaction, call us
at the number on the back of your Bank Leumi USA Debit Card. If your account is debited with
a substitute check that you have received from us and you believe that there is an error or
discrepancy or that the transaction is unauthorized, you are entitled to additional rights under the
law. Please refer to the “Substitute Checks and Your Rights” section of this Manual. Please
read the “Error Resolution and Notice Procedures” provisions of the “Electronic Banking”
section of this Manual for additional information about problems with such transactions.
If funds to which you are not entitled are deposited into your account, we have the right to
remove these funds from the account at any time without prior notice to you. If there are
insufficient funds in the account, we may charge your other accounts to recoup the funds, as
more fully explained in the “Right of Setoff” section of this Manual.
Claims
If a claim is made for recovery of all or part of the amount of any collected check after final
payment on the grounds that such check bore a forged or unauthorized endorsement or was
otherwise not properly payable, we may withhold the amount of the check from your account
until final determination of the claim. We will promptly mail you notice of the claim.
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Applicable to claims or questions with respect to Remittance Transfers. Please refer to the
“Error Resolution and Notice Procedures for Remittance Transfers” paragraph under “Electronic
Banking” for a description of your rights.
Applicable to claims or questions with respect to domestic funds transfers. Please refer to the
“Error Resolution and Notice Procedures for all other Electronic Fund Transfers” paragraph under
“Electronic Banking” for a description of your rights.
Limitation of Liability. The Bank shall not be responsible for any incidental or consequential
damages or expenses arising in connection with your funds transfer.
Transaction Instructions Transmitted by Telephone, Facsimile or Email
You may transact business with us in writing bearing original signature(s), by telephone,
facsimile or email (subject to certain limitations), or through Leumi Online.
External Funds Transfer Requests: Payment Orders
The UCC includes provisions relating to funds transfers. These provisions define the following
terms: Funds Transfer, Payment Order and Beneficiary. These terms are used here as they are
defined in Article 4A of the UCC - Funds Transfers as adopted by the State of New York. In
general, a Funds Transfer is the process of carrying out Payment Orders that lead to paying a
Beneficiary. The Payment Order is the set of instructions given to us to transfer funds. The
Beneficiary is the person or business who receives the payment.
We encourage customers to submit requests for Funds Transfers through Leumi Online. For
more information, see the External Funds Transfer section within the Electronic Banking chapter
of this Manual.
We will only accept an Electronic Instruction containing a Payment Order on an accommodation
basis if it is expressly agreed to by the Bank and/or its representative. If so expressly agreed to
by the Bank, we may honor your Electronic Instruction containing a Payment Order as though a
signed original Payment Order was delivered to the Bank in accordance with the UCC Article
4A on a case by case basis. An Electronic Instruction containing a Payment Order shall be sent
only to the fax number or email address, with the format “[email protected]”, designated by the
Bank for that purpose.
An Electronic Instruction containing a Payment Order will only be accepted if it contains (a) a
signed Money Transfer Request form or (b) a signed document setting forth the following: (1)
type of transaction; (2) title of Bank Leumi USA account; (3) number of Bank Leumi USA
account; (4) amount to be transferred; (5) date transfer is to occur; (6) name of beneficiary’s
account; (7) beneficiary’s account number; (8) beneficiary’s bank; (8) beneficiary’s bank’s (i)
ABA number for domestic funds transfers or (ii) SWIFT Bank Identifier Code (“BIC”) for
international funds transfers; and (9) signed by an Authorized Signer.
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The Bank reserves the right to verify the authenticity of an Electronic Instruction containing a
Payment Order through callback to the phone number of an Authorized Signer on file with us. In
addition to confirming the transaction, the Bank may also ask for: (i) further information
regarding the transaction, (ii) other verifying information or (iii) additional Authorized Signer’s
signature or confirmation of the transaction. If we are not able to verify such authenticity to our
satisfaction, then we may reject or return the transaction or payment order without consequence
or liability.
We will not be liable for acting upon an Electronic Instruction containing a Payment Order
which the Bank has so verified. We may decline to act upon an Electronic Instruction containing
a Payment Order which does not appear to originate from an email address or phone number on
file with us. In its discretion, the Bank may decline to act upon an Electronic Instruction
containing a Payment Order for any reason, including inability to complete the callback
verification procedure described above.
The Bank’s acceptance of an Electronic Instruction containing a Payment Order shall only occur
upon the actual execution of the Payment Order or other transaction. Once a payment or
transaction order has been credited to a beneficiary, such order shall be deemed final.
You specifically agree that the Bank shall not be liable for any transactions from your account(s)
which we have verified with any one Authorized Signer. We will not be liable for any action,
taken or omitted, in accordance with the terms of this section and this Manual, including any
action, taken or omitted, in reliance upon the forged, fraudulent or unauthorized signature of an
Authorized Signer. You expressly agree that you will indemnify and hold the Bank harmless
against claims and expenses (including reasonable attorney costs) arising out of execution of an
Electronic Instruction containing a Payment Order, irrespective of its source.
Other Transaction Instructions
We extend to you the accommodation of making service requests and providing transaction
instructions by telephone, facsimile or email regarding your Deposit Account(s), Investment
Account, Foreign Exchange Account, and pursuant to the terms of the Discretionary Advance
Agreement, advances of funds against Financial Assets. Such transactions may be requested by
any Authorized Signer on your account but only to the extent of the authority of such person (the
“Initiator”) to act in respect of the requested transaction in accordance with this Manual. We
may, at our discretion, accept or reject any request, whether received orally, in writing, or
through Electronic Instruction. An Electronic Instruction must contain an original signature and
shall be as binding on you as an original thereof. We shall confirm all Electronic Instructions
with you via telephone. We will not take on any action upon an Electronic Instruction without
such a confirmation. In all cases, only the execution of any instruction requested via telephone
or Electronic Instruction constitutes its acceptance. We will not be liable for any action taken or
omitted in accordance with instructions received via telephone or Electronic Instruction,
including any action taken or omitted in reliance upon the forged signature of, or the oral
instructions of anyone impersonating, you or an authorized Initiator. Our representative to whom
you provide your telephone instructions will contemporaneously make a written record thereof.
That written record will be considered to reflect accurately your telephone instructions unless
you are able to establish by clear and convincing evidence that the written record is manifestly
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erroneous. You agree to consent to the recording and/or monitoring of any, telephone
conversations or electronic communications between yourself or the Bank or any of the Bank’s
employees or agents with respect to any transactions. You acknowledge that the Bank may
determine not to make or keep any of such recordings and that such determination shall not in
any way affect any of the party’s rights. You agree to hold the Bank harmless against claims and
expenses (including our reasonable attorney costs) arising out of telephone requests (orally or
through facsimile transmission).
Electronic Banking
General
This section describes a variety of electronic banking services offered by the Bank, including
transactions you may conduct using your Bank Leumi USA Debit Card, through Leumi Online
or Leumi Mobile, including:
ATM Cash Withdrawals
Direct Deposits
Debit Card Point-of-Sale (POS) Transactions
Bill Payment Service
Electronic Check Conversion
Funds Transfers
Please note that each withdrawal, transfer, purchase and cash advance is limited by the amount
available in your account. Some network ATM operators may impose lower limits on cash
withdrawals.
Leumi Online and Leumi Mobile allow you to access your bank accounts from anywhere there is
access to the Internet. The following is a sample of the services and features that may be
available via Leumi Online and Leumi Mobile:
Obtain up-to-the-minute summaries of all your accounts, set up and customized by you
Monitor all your Deposit Accounts and loan accounts
Access the My Leumi portal through which you can obtain a “360 degree view” of other
assets and liabilities including your Foreign Exchange Account, Investment Account and
your accounts at Leumi Investment Services Inc. and Leumi Advisor (through Leumi
Online only – not available through Leumi Mobile)
Pay bills, transfer funds between linked accounts and view account histories
Handle domestic and international wire transfers on a one-time or recurring basis
View information about incoming wire transfers
Access Leumi Treasury Solutions (for customers of Bank Leumi USA’s Commercial
Banking Division)
Please speak with your relationship manager to enroll in Leumi Online or Leumi Mobile. When
you log into Leumi Online for the first time, you will be presented with the Online Banking
Services Agreement and additional disclosures related to the service. You must click to accept
these terms as a condition for using the service. When you log into Leumi Mobile for the first
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time, you will be presented with the Mobile Banking Terms and Conditions. You must accept
these terms as a condition of using the service.
Leumi Online Default Services
Once you enroll in our Leumi Online service, you will have access to our Information Reporting,
Bill Payment, Internal Account Transfers, Stop Payment and External Funds Transfer services.
Limitations may apply to International Accounts.
You may enroll to receive documents electronically including disclosures, notices and electronic
statements (e-Statements) that the Bank may need to provide to you. You may withdraw your
consent to receive documents electronically by calling the Bank at 1-800-892-5430, e-mailing
the Bank at: [email protected], by written correspondence delivered to Bank Leumi
USA, Attn: Leumi Client Services, 579 Fifth Avenue, New York, NY 10017, or in person at a
Branch. Any withdrawal of your consent will be effective only after the Bank has had a
reasonable period of time to process your withdrawal request.
The Bank reserves the right to (1) monitor and/or record all communications and activity related
to the Leumi Online website; and (2) require verification of all requested transfers in the manner
the Bank deems appropriate before making the transfer (which may include written verification
by you).
Leumi Mobile Default Services
All of the electronic banking services described herein may not be available on Leumi Mobile,
including, but not limited to viewing your account balances and activity, performing account to
account transfers and bill payments, and approving transactions. To access all electronic
banking services, sign in to Leumi Online from a personal computer. Other banking services,
including our mobile deposit service, Leumi SmartCapture, may only be available on Leumi
Mobile.
Treasury Solutions Accessed via Leumi Online
Customers of the Commercial Banking Division may obtain access to additional services
including but not limited to Positive Pay (including payee positive pay and reverse positive pay),
ACH Positive Pay (including debit blocks and filters) Full and Partial Account Reconciliation,
ACH Origination, Multibank Reporting, Leumi Deposit Capture, Leumi SmartCapture,
Controlled Disbursement, Zero Balance Accounts, Integrated Funds Management (account
sweep services) and Lockbox services. These services are only offered for business accounts.
Please contact your Bank Leumi USA relationship manager for more information on our
Treasury Solutions.
Limitations on Transfers
In addition to the limits imposed on each Business Day transfer, transfers from savings or money
market accounts are subject to the federal limitations described in the “Limits on Transfers”
section of this Manual. Transfers from a savings or money market account to another account or
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to third parties by check, draft, or similar order (including POS transactions) preauthorized,
automatic, or computer transfers are limited in total to six (6) per month.
Limitations on Withdrawals and Right to Suspend or Discontinue Services
At any time we may change the withdrawal limits that apply when you use an Access Device,
and at any time we may suspend or discontinue operation of certain electronic banking services
based upon security issues and other factors.
Termination of Electronic Banking Services
If you wish to terminate any electronic banking services or no longer wish to use your Bank
Leumi USA Debit Card, call us or write us pursuant to the information provided at the back
cover of this Manual.
There is a limit on the aggregate amount of purchase, payment, and other withdrawal
transactions permitted each day using your Bank Leumi USA Debit Card.
Access Device
Your Bank Leumi USA Debit Card, your Personal Identification Number (PIN), your token and
your Leumi Online and Leumi Mobile ID and password are “Access Devices” as defined in this
Manual and each individually is referred to as an Access Device. Additional Access Devices to
which this section also applies are included in the “Definitions” section of this Manual under
“Access Devices”.
You generally will receive a Bank Leumi USA Debit Card and other applicable Access Devices
when you open your account. If you did not select your Personal Identification Number (PIN) at
account opening, you will receive the PIN in a separate mailing. Your PIN is required for all
Bank Leumi USA Debit Card transactions at ATM network machines or for PIN-based POS
purchase transactions. You agree to keep your PIN confidential. No bank employee knows your
PIN or will ever ask for it. For your protection, we encourage you to periodically change your
PIN. You can change your PIN at any time at any Branch.
Your rights and obligations in the case of unauthorized use of any of your Access Devices are
the same as for lost or stolen Bank Leumi USA Debit Cards.
We will automatically send you a new Bank Leumi USA Debit Card before your current card
expires. When you receive your new card, you will need to activate the card by following the
instructions enclosed with the card. You will need to sign your new card and destroy your old
card.
Please note that the Bank Leumi USA Debit Card we issue to you is and remains the property of
the Bank. We have the right to take possession of it, to demand its return, and to cancel it at any
time. You may also cancel your Bank Leumi USA Debit Card at any time and for any reason.
To do so, cut your card in half and notify us by calling Leumi Client Services, through Leumi
Online or at a Branch. You agree to return the Bank Leumi USA Debit Card to us upon request.
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We may also issue a token for Leumi Online access. The Bank, at all times, remains the owner of
the token, and you shall be responsible for returning the issued token to the Bank upon
termination of access to the Leumi Online website. You are responsible for maintaining
possession of the issued token, and preventing an unauthorized person from gaining access to
such token and/or its related PIN. The Bank will not be responsible if a token ceases to function,
and therefore limits your access to the Leumi Online website. Tokens contain an expiration date.
The Bank will issue a new token before the expiration date of a current token, unless you instruct
otherwise, and shall charge a fee for such replacement. A token that ceases to function prior to
the expiration date shall be replaced without cost, provided the non-functioning token is returned
to the Bank and contains no evidence of abuse.
YOU ARE SOLELY RESPONSIBLE FOR ALL CONSEQUENCES OF UNAUTHORIZED
USE OF THE TOKEN, PIN, CUSTOMER ID AND PASSWORDS OR ANY OTHER ACCESS
DEVICE INCLUDING LOSS OF FUNDS. THE BANKRESERVES THE RIGHT, AT ANY
TIME AND WITHOUT NOTICE, TO TERMINATE OR SUSPEND TOKEN
FUNCTIONALITY, PIN, CUSTOMER ID OR PASSWORDS OR ANY OTHER ACCESS
DEVICE.
Security Tips
We want you to be safe when you use any Access Device. You can help prevent unauthorized
access to your accounts by following these simple steps:
• Treat your Access Devices used to access your accounts like cash. Do not leave them where
others can find them. Do not give them to anyone to hold as “security” for any reason and do
not use them to show another customer how an ATM works.
• Keep your PIN and other codes used to access your accounts secret. Do not tell them to
anyone. Do not write them on your Bank Leumi USA Debit Card or keep them in your
wallet or purse.
• Change your PIN periodically.
• Be careful about surrendering information about your Access Device over the telephone;
• Review your account statements regularly and let us know right away of any discrepancies.
• Always be alert and aware of your surroundings when using ATMs.
• Immediately report crimes and suspicious activity at ATM locations to local law enforcement
officials as well as to the owners/operators of the ATMs.
• Be sure to completely close the door behind you when you enter or leave an ATM lobby.
• Never begin an ATM transaction if there is not enough light or you notice anything
suspicious - go to a different location or come back at another time.
• Do not permit any unknown person to enter after regular banking hours.
• If you notice anything suspicious: Always cancel a transaction-in-progress, end your session,
place your Bank Leumi USA Debit Card in your pocket and leave the ATM location.
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• Never display cash at ATM locations. Place cash and your Bank Leumi USA Debit Card in
your pocket as soon as you complete your transaction. Count cash in a safe location, such as
a locked car, home or office.
• Always take your ATM receipt with you when you leave - do not leave it near the ATM.
• Be aware that many ATM machines record activity by a surveillance camera or cameras.
ATM and Debit Card POS Transactions Made Outside the U.S.
International Transaction Charge
We do not impose an international transaction charge or a foreign exchange fee for international
ATM or POS transactions (foreign or U.S. currency) that you conduct outside the United States
using your Bank Leumi USA Debit Card.
Currency Conversion Methods. Transactions made in foreign currency will be converted into
U.S. dollars according to the current policies of the merchant, network or card association that
processes the transaction. Transactions processed by the Bank, Visa or the Bank’s agent are
converted into a U.S. dollar amount using the Bank’s or its agent’s procedures in effect at the
time the transaction is processed. The currency conversion rate used to determine the transaction
amount in U.S. dollars is based on either (1) a wholesale market rate or (2) a government-
mandated rate in effect one day prior to the processing date. Transaction types currently
processed by the Bank include ATM withdrawals made at many ATMs outside the United
States. The currency conversion rate in effect on the processing date may differ from the rate in
effect on the transaction date or the posting date.
Liability Limitations
If the Bank does not complete a transfer to or from your account on time or in the correct amount
according to our agreement with you, we will not be liable (a) if you do not have enough money
in your account to make the transfer; (b) if the automated teller machine where you are making
the transfer does not have enough cash; (c) if the terminal or system was not working properly
and you knew about the breakdown when you started the transfer; (d) if circumstances beyond
the Bank’s control (such as fire, flood or system inoperability) prevent the transfer, despite
reasonable precautions taken; (e) there may be other exceptions stated in our agreement with
you; (f) if other applicable terms occur as indicated in this Manual; or (g) any other
circumstances deemed appropriated by the Bank.
Types of Electronic Banking Transactions
1. ATM Cash Withdrawals
The cash withdrawal limits apply to each Bank Leumi USA Debit Card issued on the account,
whether to a single signer or multiple signers. There may be restrictions on the number of and
maximum amount of withdrawals and transfers per day and during a monthly statement
period from Card-Linked Accounts that are not checking accounts. Please refer to “Information
About Specific Individual Accounts” section of this Manual.
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You can use your Bank Leumi USA Debit Card to:
• Withdraw cash from your Card-Linked Accounts at any ATM.
• Obtain balance information on Card-Linked Accounts at any ATM.
Note: Not all functions are available at all ATMs.
Fees for Cash Withdrawals. We impose no fees for transactions conducted at an ATM or POS
as outlined in this “Electronic Banking” section involving Bank Leumi USA checking accounts.
However, other fees may be incurred for other type of accounts or transactions. Your use of
Bank Leumi USA Debit Card may also incur a fee imposed by (a) the ATM operator when you
withdraw cash from Card-Linked Accounts obtain balance information on Card-Linked
Accounts; (b) the point-of-sale terminal operator; (c) the seller and/or (any network used to
complete the ATM or POS transactions).
Withdrawal Posting Cut-Off Time. For purposes of determining the Business Day for posting of
cash withdrawals from ATMs, the following applies: A Business Day is any day of the week
that is not a Saturday, Sunday or Federal holiday.
2. Direct Deposits
You may have funds sent to your checking, savings and money market accounts by Direct
Deposit. If you have arranged to have direct deposits made to your account at least once every
60 days from the same person or company, you may contact Leumi Client Services at the
number listed at the end of this Manual to find out whether or not the deposit has been made.
3. Point-of-Sale (POS) Transactions
“PIN” Based Transactions. You may use the Bank Leumi USA Debit Card with the PIN at any
Automatic Teller Machine (“ATM”). At these ATMs you may withdraw cash from Card-Linked
Accounts and obtain balance information on Card-Linked Accounts. There may be restrictions
on the number of withdrawals during a monthly statement period from Card-Linked Accounts
that are not checking accounts. The restrictions are set forth in the “Information About Specific
Individual Accounts” of this Manual.
Through point-of-sale (POS) terminals at sellers displaying the PLUS, NYCE, or STAR logo,
you may use your Bank Leumi USA Debit Card with your PIN for purchases and, in the
seller’s discretion and within limits set by the seller, receive “cash back” as part of the
purchase transaction.
Please note, “Direct Bill Payment” transactions set up with merchants may be processed as
“PIN-Based” transactions, even though they may not require a PIN.
Use of your Bank Leumi USA Debit Card, the number on the card, the PIN, or any
combination of them for purchases or payments, or to obtain cash, from sellers, financial
institutions, ATMs, or others who accept VISA, is your authorization to debit the Card-Linked
45
Account for the amount of the transaction, and, if you request a balance inquiry, to provide
balance information.
“Non-PIN-Based” Transactions. You may use your Bank Leumi USA Debit Card without the
PIN for (1) purchases at sellers accepting VISA, including Internet, phone, and mail purchases;
and (2) if the seller accepts payments in this manner, automatic recurring payments.
Limitations. All POS transactions made with your Bank Leumi USA Debit Card are deducted
from your linked primary checking account. You agree to only use your Bank Leumi USA Debit
Card for lawful transactions. We reserve the right to block or deny certain merchant categories
when you attempt to make purchases with your Bank Leumi USA Debit Card. These merchants
include, but are not limited to, internet gambling sites. When you use your Bank Leumi USA
Debit Card for a POS transaction, certain merchants may ask us to authorize the transaction in
advance and may estimate its final value. When we authorize the transaction, we commit to
make the requested funds available when the transaction finally settles and may place a
temporary hold on your account for the amount indicated by the merchant. Until the transaction
finally settles or we determine that it is unlikely to be processed, the funds subject to the hold
will not be available to you for other purposes. We will only charge your account for the correct
amount of the final transaction, however, and we will release any excess amount when the
transaction finally settles.
In addition to our right to change withdrawal limits or to suspend or discontinue operation of
certain electronic banking services at any time based on security or other factors, we also reserve
the right to set a lower dollar limit for POS transactions occurring during a disruption of the
electronic connection between a merchant and the Bank.
You can get a receipt at the time you make any withdrawal from your account using an ATM or
purchase at a POS terminal. The machine receipt provided to you by the ATM or POS terminal
will be admissible as evidence in any legal action or proceeding and will constitute prima-facie
proof of the transaction evidenced by the receipt.
4. Bill Payment Service
The Bank offers a bill payment service for U.S. Private Banking and Commercial Banking
customers, subject to additional terms that may apply. The bill payment service is not available
to International Private Banking customers. You may access this service through Leumi Online
after accepting the terms of service on the website. We may modify the transaction limits and
fees from time to time.
• When you pay your bills through our bill payment service, your payment is transferred
electronically or by an official check. Your account or invoice number can be included with
your payment, whether it is made electronically or by check. You can schedule a bill
payment up to one (1) year in advance and you can schedule a series of recurring payments.
• If you want to cancel a scheduled bill payment, you must do so via Leumi Online until 8:00
PM Central Time on the scheduled payment date. Once the payment begins processing it
cannot be cancelled online. A Leumi Client Services representative or your relationship
banker will be able to assist you whether the bill payment was scheduled via Leumi Online or
46
Leumi Mobile. If a bill payment is processed by check, a stop payment order can be
accepted under certain circumstances. Stop payment orders cannot be accepted for bill
payments processed electronically.
• Your monthly account statement will include all bill payment transactions made through our
bill payment service. If you suspect any error in these statements, or if you have questions or
need help, you should write to us at the address listed at the back cover of this Manual, or
call us at the phone number(s) listed at the back cover of this Manual.
• A pre-authorized bill payment can be verified online or by calling Leumi Client Services. If
you believe an unauthorized bill payment has been or might be made, you should call us.
• If we are making a pre-authorized payment to a person or company for you and the amount
of that payment will vary from the previous amount, it is the responsibility of that person or
company to notify you of that fact. Please contact the payee and/or service provider, not the
Bank, regarding varying payments.
We will not, in any manner, be responsible or liable for any bills not paid timely, incorrect
amounts sent, misdirected payments to unintended recipients. You agree to hold the Bank
harmless from all loss, cost, expenses, of any kind whatsoever, in connection with the Bill
Payment service.
5. Electronic Check Conversion
You may authorize a merchant or other payee to make a one-time electronic payment from your
checking account using information from your check to:
(i) pay for purchases; or
(ii) pay bills.
6. Funds Transfers
In general, your and our rights and obligations under this Manual are governed by and
interpreted according to federal law and the provisions of Article 4A of the UCC - Funds
Transfers as adopted by the State of New York. The terms Funds Transfer, Payment Order and
Beneficiary are used here as they are defined in Article 4A of the UCC. In general, a Funds
Transfer is the process of carrying out Payment Orders that lead to paying a Beneficiary. The
Payment Order is the set of instructions given to us to transfer funds. The Beneficiary is the
person or business who receives the payment.
Instructions for Funds Transfers from a personal account submitted by phone, facsimile or email
(if the Bank has expressly agreed to accept such instruction) or initiated through Leumi Online
are Electronic Fund Transfers (EFTs) governed by Regulation E, Subpart A of the Federal
Reserve Board. In addition, funds transfers sent outside of the United States that are initiated by
consumers primarily for personal, family or household purposes are “Remittance Transfers”
governed by Regulation E, Subpart B of the Federal Reserve Board. Your rights with respect to
Remittance Transfers, including disclosure, error resolution and cancellation rights, will be
47
explained to you contemporaneously with each Remittance Transfer transaction you initiate,
either orally or in writing.
Funds transfers to your account or funded from your account or otherwise funded by you may
involve one or more funds transfer systems, including, without limitation, Fedwire or Clearing
House Interbank Payments System (CHIPS). Accordingly, such transfers will also be governed
by the rules of any funds transfer system through which the transfers are made, as amended from
time to time, including, without limitation, Fedwire, the National Automated Clearing House
Association, any regional association, and CHIPS. Funds transfers through Fedwire will be
governed by, and subject to, Regulation J, Subpart 8, and UCC Article 4A incorporated by
reference thereunder. Funds transfers through CHIPS are governed by, and subject to, CHIPS
Rules and Administrative Procedures and by the laws of the State of New York, including
Article 4-A of the New York UCC, regardless of whether the payment message is part of a
transfer that is a Remittance Transfer, except that in the case of an inconsistency between New
York law and Electronic Fund Transfer Act (“EFTA”), EFTA shall govern.
a. Remittance Transfers
The Bank may execute certain payment orders for you known as Remittance Transfers. A
Remittance Transfer is a funds transfer initiated by a consumer primarily for personal, family or
household purposes to a designated recipient in a foreign country. Effective as of the date set
forth in the final rules implementing EFTA, federal law may provide certain rights and
obligations related to Remittance Transfers that may differ from rights and obligations that apply
to other types of payment orders, including disclosure, cancellation and error resolution rights.
To the extent the provisions of this Manual are inconsistent with the oral or written disclosures
provided to you for a, Remittance Transfer governed by section 919 of EFTA, the terms of the
disclosures provided at the time of the Remittance Transfer shall govern. Notwithstanding
anything to the contrary contained herein, rights and obligations that apply to Remittance
Transfers are as set forth in EFTA and, as applicable, as set forth in New York law.
b. Internal Funds Transfers
Internal Funds Transfers: Funds Transfers between Your Linked Accounts at the Bank.
Internal Funds Transfers (or “Internal Transfers”) are transfers of funds between your linked
accounts at the Bank. Internal Transfers may be structured as either on a one-time or recurring
basis and may be made from a linked Bank Leumi checking, savings or money market account to
a linked checking, savings or money market account. Transfers from a deposit account shall be
immediately reflected on the account's Available Balance. Transfers to a deposit account will be
reflected same day if occurring prior to approximately 11:00 P.M. EST; otherwise they will be
reflected on the next Business Day. Internal Transfers using Leumi Online between your eligible
checking or money market account are subject to a limit per Business Day. For money market
accounts and savings accounts, there is a limit of six (6) transfers out during each monthly
statement period (including any checks payable to third parties).
c. Inter Institution Transfers (“IITs”)
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IIT: Funds Transfers between Your Account at the Bank and Your Account at another
Financial Institution. The IIT Service offered by the Bank enables you to request a transfer of
funds through Leumi Online: (1) from your eligible account at Bank Leumi USA to a verified
account you hold at another financial institution in the United States; or (2) from a verified
account you hold at another financial institution in the United States to your eligible Bank Leumi
USA account in the United States. The Bank generally uses the ACH Network to execute your
Inter Institution Transfer requests, but other methods of transfer may also be used.
All requests must be made through Leumi Online and are subject to the terms of this Manual and
other agreements and applicable laws and regulations, in each case as in effect from time to time.
Please note that per-transfer and aggregate limits apply to both incoming and outgoing transfers.
In addition, minimum Available Balance requirements apply to both incoming and outgoing
transfers.
d. External Funds Transfers
External Funds Transfers: Funds Transfers between Your Account at the Bank and an
Account at another Financial Institution. External Funds Transfers (or “External Transfers”)
are transfers of funds from your checking account at the Bank to an account owned by someone
else that is maintained at another domestic or international financial institution. Commercial
customers may transfer funds from their business checking account to an individual, vendor, or
other commercial Entity's account at another financial institution. You agree that prior to
scheduling a transfer to a vendor or other commercial Entity, you will have received
authorization to make payment and/or transfer by electronic means.
External Transfers may be initiated at or through a Bank Leumi USA Branch, by submitting a
Facsimile Transmitted Payment Order or an Email Scan Instruction (if the Bank has expressly
agreed to accept such instruction) or through Leumi Online and may be structured as either on a
one-time or recurring basis. The Bank may use any means, in its sole discretion, to execute
External Transfers including, but not limited to: Fedwire, CHIPS or SWIFT.
In addition to the information provided here, please refer to any other funds transfer terms and
disclosures you may receive when you initiate such a request. For international funds transfers,
you will be provided with certain disclosures required by federal law at the time you initiate your
request for that transfer. To the extent the provisions in this section are inconsistent with the
disclosures provided to you for an international wire transfer, the provisions of such disclosures
shall govern. For international funds transfer requests, you will be given information regarding
the fees associated with that transfer on the disclosure you are provided at the time of the transfer
request.
All External Transfers shall be subject to review by the Bank based upon transfer originator or
recipient, the amount of the transaction, your relationship with the Bank, anti-money laundering,
fraud and authentication screening, and any other factors mandated by the Bank, regulation or
law. PLEASE NOTE: The transfer limits described in this Manual may vary at our discretion
and without prior notice based on risk factors relevant to this service and your personal
transaction activity.
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e. EFT Initiated by Third Party
You may authorize a third party to initiate electronic funds transfers between your account and
the third party's account. These transfers to make or receive payments may be one-time
occurrences or may recur as directed by you. These transfers may use the ACH or other
payments network. Such transactions will require you to provide the third party with your
account number and bank information. This information can typically be found on your check as
well as on a deposit or withdrawal slip. Thus, you should only provide your bank and account
information (whether over the phone, the Internet, or via some other method) to trusted third
parties whom you have authorized to initiate these electronic funds transfers. Examples of these
transfers include, but are not limited to: (a) Preauthorized credits. You may make arrangements
for certain employer deposits (such as U.S. Treasury (Social Security) or some employer
(payroll) to be accepted into your checking account(s); (b) Preauthorized payments. You may
make arrangements to pay certain recurring bills from your checking accounts(s).
f. Funds Transfer Agreement
The following terms apply to all Funds Transfer requests, including Internal Funds Transfers,
Inter Institution Transfers and External Funds Transfers.
1. Debit Authorization. When you request a Funds Transfer, you authorize us to debit your
account for the amount of the transfer and you also authorize us to charge your account any
applicable service fees in accordance with the Fee Schedule in effect at the time of your request.
In placing the order, you must select a financial institution (“beneficiary bank”) to receive it and
instruct the beneficiary bank to credit an account for the beneficiary. The beneficiary bank is
responsible for following your instructions and letting the beneficiary know when the funds
become available. If you specify an account number to credit, you are acknowledging three
things:
You know that the beneficiary bank may credit an account based on that account number.
The beneficiary bank is not obligated to verify that the account number belongs to the
intended beneficiary of the transfer.
Any losses resulting from an incorrect account number or other misidentification of the
beneficiary are your responsibility and not the Bank’s.
For outbound Funds Transfers, funds will be debited from your account on the Business Day you
direct in your instructions. Inbound Funds Transfers debited from an account outside the Bank
for delivery to a Bank Leumi USA account are subject to the terms and conditions of the
delivering institution. The Bank is not responsible for any failure or delay of another financial
institution to process funds or act in a timely manner.
If you are requesting a Funds Transfer to be sent outside of the United States, you are doing so at
your own risk. The Bank will not be liable for any reason if the funds are not received or are
misapplied during the wire transfer process. The Bank will not be liable for consequential
damages in the event that loss is sustained because it has failed to carry out instructions in a
reasonable manner.
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2. Funds Transfer Process. You represent that you will have, at all times, sufficient available
unencumbered funds in the designated accounts to cover your funds transfers on the dates
scheduled. If the designated account does not have sufficient available unencumbered funds on
such date(s), the Bank may elect to refuse the initiation of any or all requested funds transfers. If
the Bank elects to initiate the funds transfer as requested, notwithstanding the insufficiency of
funds in the designated account, such funds transfer may cause an overdraft in the designated
account. You will therefore be liable for the overdraft and any overdraft fees imposed thereon by
the Bank.
3. Fees for Funds Transfers. You may incur fees for inbound and outbound funds transfers as
established by the Bank from time to time. By requesting the initiation of any such funds
transfer, you agree to pay the funds transfer fee then in effect as published in the applicable Fee
Schedule from time to time.
4. Reliance by Bank. The Bank will rely on the information you provide in making a funds
transfer on your behalf. It is your responsibility to provide the Bank with accurate information
regarding that transfer, including the account number of the beneficiary of the funds transfer and
where applicable, the number identifying the beneficiary institution; payment will be processed
based on the number(s) provided by you. Should you provide an incorrect account number
and/or beneficiary institution identifier, you understand that any losses resulting from the funds
being credited to the wrong account will be your responsibility. For international transfers, you
may be required at the time you initiate the request to provide the Bank with information
regarding the currency in which the beneficiary account is maintained. You understand and
acknowledge that the Bank will rely on this information in executing your request in accordance
with the provisions set forth in the ‘Currency of Transfer’ paragraph below.
5. Security Procedures. When you place an order for a funds transfer, we will follow a
security procedure to verify that the transfer has been properly authorized. You understand that
the security procedure is designed only to verify the source of the funds transfer instruction and
not to detect errors in the content of that instruction or to prevent duplicate transfers. The
procedure depends on the means by which you provide instructions to us. Unless we agree on
another security procedure, you agree that we may confirm the authenticity and content of
instructions by placing a call to any Authorized Signer on your account. By placing a transfer
order, you agree to our use of the applicable security procedure. You agree to be bound by any
funds transfer request that the Bank receives and verifies in accordance with the security
procedure outlined above. You agree to be bound by the resulting transfer, whether or not
authorized by you, provided we have accepted the transfer order in accordance with our
established security procedure.
6. Transfer to a Beneficiary Bank. When you request a funds transfer, you must select a
financial institution to receive it. For funds transfers within the U.S., the beneficiary bank must
be a member of the Federal Reserve System, a correspondent bank of such a member, or a
CHIPS member. You must request that the funds be deposited into a particular account at the
beneficiary bank. The beneficiary bank is responsible for notifying the beneficiary that the funds
are available. After the funds are transferred to the beneficiary bank, they become the property
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of the beneficiary bank. The beneficiary bank is responsible to locate, identify, and make
payment to your beneficiary. If the beneficiary cannot be located, the funds may be returned.
Except as may be prohibited by federal law, any losses resulting from an incorrect account
number or other misidentification of your beneficiary provided by you are your responsibility
and not the Bank’s.
7. Currency of Transfer. Funds transfers can be made in U.S. dollars or another currency.
You must indicate in your funds transfer request to the Bank which currency to transfer. If you
do not have a foreign currency account and you request a funds transfer in a foreign currency the
Bank may convert your U.S. dollar payment to that currency at the then prevalent market
exchange rate in effect at the time. You understand that the Bank has the right to rely on your
statements as to the currency of the beneficiary account, and that it will not be responsible for
any error in the information it provides to you concerning the applicable exchange rate and the
amount of funds to be received by the beneficiary should your statement be incorrect and a
currency conversion occurs after the Bank sends your funds transfer request.
8. Delays or Non-Execution of Funds Transfers. We will not be liable for any delay or failure
to execute your funds transfer request or delay in making the funds available to the beneficiary
due to circumstances beyond the control of the Bank or any intermediary or beneficiary bank
handling the transfer including, without limitation, any inaccuracy, interruption, delay in
transmission, or failure in the means of transmission of your funds transfer request or execution
of such request by the bank, whether caused by strikes, power failures, equipment malfunctions,
or delays caused by one or more of the institution’s fraud screening procedures or compliance
procedures for anti-money laundering, economic sanctions or similar laws. You further agree
that we may refuse to process or delay processing any request if it would violate any guideline,
rule, policy, or regulation of any government authority or funds transfer system.
9. Incoming Funds Transfers. For “beneficiary bank,” your remitters should use our ABA
Routing Number 026002794 or our CHIPS Number 0279. Our SWIFT code is LUMIUS3N.
For “beneficiary,” your remitters should use your complete 10-digit account number followed by
your name (use the account title if it is different than your name) and your address. Use of the
10-digit account number allows the incoming transfer to be processed by automated means and
expedites the credit to your account. In crediting an account we may rely upon the account
number in the incoming funds transfer, even if it conflicts with the name of the beneficiary
indicated on the payment order. You agree that the Bank will not send you a separate credit
notice at the time an incoming funds transfer is credited to your account. Notice of your
incoming funds transfers will be deemed to have occurred when you receive your periodic bank
statement, or another notice from us, containing a credit to your account for the funds received.
Also, to determine if a funds transfer has been credited to your account, you can call Leumi
Client Services, or view your account information on Leumi Online.
10. Cancellations or Amendments of Funds Transfer Requests. Wire instructions submitted
to the Bank are not subject to cancellation or modification once the Bank executes the
instructions by releasing such instructions to Fedwire, CHIPS, SWIFT or other transfer system,
or other applicable intermediary or beneficiary bank. The Bank will not be bound by your
instructions to cancel or modify a wire transfer instruction unless you provide complete and
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accurate information concerning your original wire transfer instructions prior to executing on the
original wire instructions.
Cancelling Remittance Transfers. You have the right to cancel your Remittance
Transfer request for a full refund or to amend your Remittance Transfer request provided
you cancel or amend your request within thirty (30) minutes of your authorizing payment
for that transfer. If you request a cancellation or amendment after this thirty (30) minute
period, the provisions under the paragraph “Applicable to all other Funds Transfer
Requests” will apply. To cancel a Remittance Transfer initiated as a Facsimile
Transmitted Payment Order or an Email Scan Instruction, please call your relationship
banker. For Leumi Online initiated Remittance Transfers, you can cancel online. When
cancelling by phone, you will need to provide us with information to help identify the
Remittance Transfer you wish to cancel, including the amount and location where the
funds were to be sent. Any refund will be made no later than three (3) Business Days of
your request to cancel.
Cancelling all other Funds Transfer Requests. You may cancel or amend a funds
transfer request only if we receive the request prior to having executed the transfer and at
a time that provides us with a reasonable opportunity to act upon that request. In general,
after we have sent the transfer, you will not be able to cancel or amend it unless the
beneficiary bank consents to such a request. We and/or the beneficiary bank may impose
a fee in connection with the return of that transfer and for any required currency
conversion. We will not be liable to you for any loss resulting from the failure of the
beneficiary bank to agree to a recall or amendment of your funds transfer request.
11. Rejection of a Funds Transfer Request. We reserve the right to reject your funds transfer
request. We may reject your request if you have insufficient available funds in your account for
the amount of the transfer and any applicable transfer fees, if the information you provide in
connection with that transfer is incomplete or unclear, if we are unable to confirm the identity or
authority of the person requesting the transfer, or if we are unable to fulfill your request for any
other reason. In the event we reject your request for a funds transfer, we will notify you at the
time you request the transfer or as soon thereafter as we determine to reject the transfer request.
12. Cut-Off Time for Executing Your Transfer Request. If your order for a funds transfer is
received by us at or after our established cut-off hour for processing wires, your order may not be
processed until the next Business Day. The current cut-off time is 4:30 p.m. EST.
13. Dual Control Process for Commercial Entity Money Transfer and ACH Originations. All fund transfer and ACH transactions on behalf of commercial entities require approval and
input by an approved Authorized Signer.
Stop Payment Orders (Preauthorized Transfers)
You may stop a payment for a transaction conducted through Leumi Online. A stop payment
request will be effective if the Bank receives such request at time and in such manner as to afford
the Bank a reasonable opportunity to act upon the order. The stop payment order is effective for
six (6) months. To process the request the Bank shall require the date, amount, number of items,
and payee name.
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You may stop an automatic withdrawal or payment, or recurring withdrawals or payments from
your account, by visiting a Branch, through Leumi Online or by calling the Leumi Client
Services (see the back cover of this Manual and your monthly statement for telephone numbers
and address). If you request a stop payment by phone, we may ask you to confirm your
instructions in writing within two (2) weeks. In order to place a stop payment on an automatic
transaction, we must receive your instruction at least three (3) Business Days before the
transaction is scheduled to be made. Payment cannot be stopped on an ACH transaction that has
already been paid or that is in the process of being paid. A stop payment fee will apply.
You may not be able to stop payment of a check that is converted to an electronic transaction
(ACH). If you believe your check has been converted to an electronic transaction, you should
also place a stop payment on that electronic transaction. Please contact Leumi Client Services
number on the back of this Manual if you wish to stop such a payment. A stop payment fee will
apply.
To request a stop payment on all recurring transactions from the same originator (payee), you
must contact the originator (payee). Please remember that in order to revoke your authority with
that originator (payee) you must notify them at least thirty (30) days prior to the next scheduled
transaction.
Contents of Stop Payment Order. You will need to accurately provide:
• Your account number;
• The date of the scheduled deduction or, for recurring transactions, the next scheduled
deduction date;
• The exact amount (dollars and cents); and
• The payee’s name.
We may use some or all of the information, in our sole discretion, to identify a transaction. If the
information is not exactly correct, a stop payment may not be effective.
Effective Period of Stop Payment Order. A stop payment order on an ACH transaction is
permanent. For recurring transactions, this means that your stop payment order will stop all
subsequent withdrawals/payments initiated by that originator (payee) unless you contact the bank
and request that the stop payment order be removed.
Payment over Valid Stop Payment Order. If you believe that we have debited a transaction
from your account over a valid stop payment order, we may require you to provide us with
evidence of our acceptance of a valid stop payment order and an affidavit describing in detail
your loss resulting from the payment of the transaction and, if applicable, further describing in
detail your dispute with the payee. If we subsequently determine that you were indebted to the
payee for the exact amount of the transaction or less, you agree that we will have the right to
debit your account for the amount of the indebtedness. If your account has sufficient funds to
cover the indebtedness, we may also exercise our right of setoff.
Notice of Varying Amounts. If the recurring transfer may vary in amount, the person you are
going to pay will tell you (10) days before each payment, when it will be made and how much it
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will be. You may choose instead to get this notice only when the payment would differ by more
than a certain amount from the previous payment, or when the amount would fall outside certain
limits that you set.
Limitation on Liability. The Bank’s acceptance of a stop payment order does not constitute a
representation that the item has not already been paid, or that the Bank has a reasonable
opportunity to act upon the order. You may not stop payment on an item after acceptance of the
item by the Bank. The Bank will, from time to time, publish a fee schedule for stop orders. You
may stop pre-authorized payments by calling or through written correspondence in time for the
Bank to receive your request three (3) Business Days prior to the scheduled payment date. If the
Bank fails to stop payment on an item for which a timely request is made, the Bank’s liability
shall be limited to the face amount of the item.
Unless otherwise provided in this Manual, you may not stop payment of electronic funds
transfers; therefore, you should not employ electronic transfers for purchases or services
unless you are satisfied that you will not need to stop payment.
Lost or Stolen Bank Leumi USA Debit Cards or Other Access Devices and Unauthorized
Electronic Transactions
Business Account
Business Liability. If any of your Access Devices are lost or stolen, it is your responsibility to
notify us immediately. Please call Leumi Client Services at the number on the back cover of this
Manual.
You must tell us AT ONCE if you believe that any of your Access Devices, including but not
limited to your Bank Leumi USA Debit Card, has been lost or stolen, or if you believe that
someone has made an Electronic Fund Transfer (EFT) or any other unauthorized transaction using
your account without permission. Calling Leumi Client Services is the best way of limiting
possible losses. If you delay notifying us that your card was lost or stolen you could lose all of
the money in your Card-Linked Accounts. Also, if your statement shows withdrawals or
transactions of money that you did not make, you must tell us at once.
Personal Account
Consumer Liability. If any of your Access Devices are lost or stolen, it is your responsibility to
notify us immediately. Please call Leumi Client Services at the number on the back cover of this
Manual.
Please remember that your Bank Leumi USA Debit Card and all of your Access Devices are
valuable, and it is important for you to exercise care with them. To protect your personal and
account information, be sure to keep your PIN and other Access Devices secure. As a general
practice, we recommend that you periodically change your PIN.
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You must tell us at once if you believe any of your Access Devices, including but not limited to
your Bank Leumi USA Debit Card, has been lost or stolen, or if you believe that someone has
made an Electronic Fund Transfer (EFT) using your account without your permission. You
should also call or write to us if you believe a transfer has been made using the information from
your check without your permission. Calling Leumi Client Services is the best way to limit
possible losses. You could lose all the money in your account. If you tell us within two (2)
Business Days after you learn of the loss or theft of your Access Device, you can lose no more
than $50 if someone uses your Access Device without your permission.
If you do NOT tell us within two (2) Business Days after you learn of the loss or theft of your
Access Device, and we can prove we could have stopped someone from using your Access
Device without your permission if you had told us, you could lose as much as $500. Exception
for residents of New York: your liability for the unauthorized use of your Bank Leumi USA
Debit Card shall not exceed $50.
Also, if your statement shows transfers that you did not make, including those made by card,
code or other means, tell us at once. If you do not tell us within sixty (60) days after the
statement was mailed to you, you may not get back any money you lost after the sixty (60) days
if we can prove that we could have stopped someone from taking the money if you had informed
us in time. If a good reason (such as a long trip or a hospital stay) kept you from telling us, we
will extend the time periods.
Error Resolution and Notice Procedures
- Electronic Funds Transfers
1. Claims or Questions concerning a Remittance Transfer. If you think there has been an error
or you need more information about your remittance transfer, you must contact Bank Leumi
USA within one hundred and eighty (180) days of the date indicated by Bank Leumi USA that
the funds would be available to that transfer beneficiary. At that time, you may be asked to
provide the following information: 1) your name, address, and account number; 2) the name of
the person receiving the funds, and if you know it, his or her telephone number or address; 3) the
dollar amount of the transfer; 4) the reference code for the transfer; and 5) a description of the
error or why you need additional information. We may also ask you to select a choice of remedy
(credit to your account in an amount necessary to resolve the error or alternatively, or a resend of
the transfer for those cases where bank error is found), the Bank will determine whether an error
has occurred within ninety (90) days after you contact us. If the Bank determines that an error
has occurred, we will promptly correct that error in accordance with the remedy option(s)
available to you. In all cases, we will provide you with a written explanation of the results of our
investigation. You may also ask for copies of the documents we used in our investigation.
Cancellation Inquiries: You have the right to cancel your remittance transfer request for a full
refund within thirty (30) minutes of your authorizing payment for the transfer, unless the funds
have been picked up or deposited. To cancel a remittance transfer, please call us the phone
number(s) listed at the back cover of this Manual. For remittance transfers initiated through
Leumi Online, you may cancel online. When cancelling by phone, you will need to provide us
with information to help identify the remittance transfer you wish to cancel, including the
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amount and location where the funds were to be sent. We will tell you the results within three (3)
Business Days after completing our investigation.
2. Claims or Questions concerning all other Electronic Fund Transfers. If your statement or
transaction record is wrong, or if you need more information about a transfer listed on your
statement or record, contact us as soon as possible at the phone number or address listed at the
back cover of this Manual.
You have the responsibility to let us know of any error, delay or other problem with your funds
transfer within thirty (30) days from the date you receive notification that we have transferred the
funds. Exception for business accounts only – unauthorized ACH transactions. You agree
to notify us within one (1) Business Day from the date that an unauthorized ACH
transaction posts to or is debited from your account. If you fail to do so, we will not be
responsible or liable to you for any such ACH debit or the loss resulting from such debit. In the
event that your transfer was delayed or erroneously executed as a result of erroneous information
you provided, you understand that you may be responsible for the amount of that transfer and
any associated fees. If your transfer was delayed or erroneously executed as a result of the
Bank’s error, the Bank’s sole obligation to you is to pay or refund such amounts as may be
required under the UCC Article 4A as adopted by New York State or by other applicable law. In
no event will we be liable for any consequential or incidental damages in connection with your
funds transfer. Any claim for interest payable by us shall be at our published savings account
rate in effect within the state of the home financial center of the account from which the funds
transfer was made. If you fail to notify us of any claim concerning your funds transfer within one
(1) year from the date that you received notification that your funds transfer order has been
executed, any claim by you will be barred under applicable law.
NOTE: If the error concerns an ATM network transaction, be sure to contact us and not the
financial institution that operates the machine immediately. We need to hear from you no later
than sixty (60) days after we sent the FIRST statement on which the problem or error appeared.
(i) if the error contains an EFT, the notice of error must be received by us no later than sixty (60)
days after we sent you the first account statement on which the error or problem appeared, and
(ii) must include the following information:
(1) your name and account number (if any);
(2) the type, time and date of the transaction;
(3) a description of the error or the transfer you are unsure about, with a clear explanation of
why you believe it is an error or why you need more information;
(4) the dollar amount of the suspected error.
We will investigate and resolve each problem as quickly as possible. We will start our
investigation as soon as you contact us. If you tell us orally, we may require that you send us
your complaint or question in writing within ten (10) Business Days. We will determine whether
an error occurred within ten (10) Business Days after we hear from you, and will correct any
error promptly. If we need more time, however, we may take up to forty-five (45) days to
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investigate your complaint or question. If we decide to do this, we will provisionally credit your
account within ten (10) Business Days for the amount you think is in error, so that you will have
the use of the money during the time it takes us to complete our investigation. For new accounts
(where the notice of error involves an EFT to or from your account, that occurred within thirty
(30) days after the first deposit to the account was made), we can take up to twenty (20) Business
Days to determine whether an error occurred and up to twenty (20) days to provisionally credit
your account for the amount you think is in error. If we need more time, however, we may take
up to ninety (90) days to investigate your complaint or question. For errors involving point-of-
sale or foreign-initiated transactions, we may also take up to ninety (90) days to investigate your
complaint or question.
If we ask you to put your complaint or question in writing and we do not receive it within ten
(10) Business Days, we may not provisionally credit your account.
In any case, we will tell you the results of our investigation within three (3) Business Days after
completing our investigation. If we decide that there was no error, we will send you a written
explanation. You may ask for copies of the documents that we used in our investigation.
Our Responsibility to You
If we do not complete a transfer to or from your account on time or in the correct amount
according to our Agreement with you, we will be liable for your losses or damages. However,
there are some exceptions. We will not be liable, for instance (but not limited to):
(1) If, through no fault of ours, you do not have enough money in your account to make the
transfer;
(2) If the transfer would go over the credit limit on your overdraft line;
(3) If the automated teller machine where you are making the transfer does not have enough cash
and you continue to request the transfer when you know the ATM does not have sufficient
cash;
(4) If the automated teller machine or POS terminal was not working properly and you knew
about the breakdown when you started the transfer;
(5) If circumstances beyond our control (such as fire or flood or other conditions listed under
“Limitation of Liability”) prevent the transfer, despite reasonable precautions that we have
taken.
Confidentiality at Bank Leumi USA
We will disclose information to third parties about your account or the transfers you make:
(i) When it is necessary for completing transfers;
(ii) In order to verify the existence and condition of your account for a third party such as a credit
bureau or merchant;
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(iii) In order to comply with government agency or court orders; or
(iv) If you give us your permission.
Because our statements may include information about linked accounts belonging to more than
one individual and your accounts with other Bank Leumi USA affiliates, statements released
under a subpoena or as otherwise required or permitted by law may contain information
regarding those other persons and accounts.
For additional information about our privacy practices, see our “Privacy Notice.”
Account Statements and Notices, Period Statements
We will send you, by mail to the postal address reflected in our records, periodic account
statements that show all of the activity for the statement period, all transactions made with your
Bank Leumi USA Debit Card, all transfers that you authorized in advance, and other information
on the account for the statement period. Your periodic statement will include a summary of your
linked account balances and an itemized listing of your transactions by date, including
information about the checks presented against your account. We use postage-paid ordinary mail
to send you statements or notices to the postal mailing address that is reflected in our records for
the account. We may also send notices and other account-related information to you and your
Authorized Signers to electronic mail addresses reflected in our records for you and your
Authorized Signers.
Instead of receiving a paper statement, any Authorized Signer on an account may elect to enroll
into our paperless statement service. If you elect to use the paperless statement service when
available, we will notify you, using electronic mail at the electronic mail address you provided
for this service as reflected in our records for the account, of the availability of your statement
and other notices. Statements will be deemed delivered to you when they are made available
through Leumi Online banking system.
Regardless of the number of account holders, we only mail to one account holder per account.
Notification given to any one account holder is considered notification to all account holders and
is considered delivered to you on the date we first place the statement or notice in the mail or the
date that the electronic mail is first sent, regardless of whether or not you receive it. You are
responsible for providing copies of all statements and other account information to all joint
account holders, when applicable.
If two consecutive statements and/or notices are returned to us for any reason, you agree that we
may hold subsequent notices and statements until we receive forwarding information from you.
Statements and notices held for you will be deemed delivered to you on the date that they are
prepared (for held statements), mailed (for returned statements) or otherwise made available to
you. At our discretion, we may destroy mail that is returned to us as determined to be
undeliverable. If you have a checking or savings account, you will receive a statement each
month and that statement will include information regarding all of your other related deposit and
loan accounts. Quarterly statements, which include balances and activity for your deposit, loan,
investment and foreign currency accounts, are produced for statement cycles ending during
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January, April, July and October of every year. To request quarterly statements please speak
with your relationship manager.
You are responsible for promptly examining the account statement. If you believe the account
statement contains an error, you agree to notify us in writing within thir ty (30) days after the
date of the statement. If you do not notify us in writing within that time period, the account
statement will be considered correct and binding on you. However, if you open your account in
Illinois and the error is improper payment of a check over a properly lodged stop payment
order, the notice of error must be received by us no later than one (1) year after your receipt
of the account statement showing payment of the check.
Cancelled Check Images
Images of your cancelled checks presented within the past twelve (12) months are available to
you through Leumi Online. You may also elect to have your check images delivered with your
periodic statements. You must speak with your Bank Leumi USA relationship banker to sign up
for this service. Additionally, you may request a copy of any of your cancelled checks by calling
Leumi Client Services. Please refer to our Fee Schedules for applicable fees.
Special Circumstances
Forfeited Accounts
If your account is seized by or forfeited to the United States government or a state government,
you no longer have title to the account, and the funds in the seized or forfeited account will no
longer earn interest during such period of seizure or forfeiture, even if the funds are eventually
returned to you.
Overdue Debts, Judgments and Right of Set-Off
To the fullest extent permitted by law, all funds in any and all of your accounts with us and our
affiliates (except IRA, Keogh plans and certain trust accounts) are subject to our Right of Set-
Off for liabilities owed to us which is not paid when due by (i) any one or more of the account
holders, including any other person who is a joint account holder; (ii) any partnership, limited
partnership, or limited liability partnership of which you are a general partner; (iii) any limited
liability company of which you are a member; or (iv) any other person with whom you are a
co-obligor, for whom you have agreed to act as surety or guarantor, or for whose debts you are
liable or may be contingently liable. We do not have to give you any prior notice to apply the funds.
You expressly grant us a security interest in your account as collateral for your present and
future indebtedness to us.
We also have a right to place a hold on funds in your account(s) if we have a claim against you
or pending exercise of our right of set-off. If we place a hold on your account, you may not
withdraw funds from the account and we can refuse to pay checks or other items drawn on the
account.
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You agree to allow us to apply any subsequently credited deposit made to your account against
any overdrafts and against any fees and charges or other obligations owed us in whichever order
we determine. If we exercise our right of setoff against a Time Deposit account that is subject to
an early withdrawal penalty, the account will be assessed the applicable early withdrawal
penalty.
Death or Legal Determination of Incompetence
You agree to notify us immediately of the death or court-ordered legal determination of
incompetence of any owner or Authorized Signer on your account. Before the Bank pays the
funds or transfers the assets of a deceased owner’s account to the estate, we require a certified
copy of the death certificate and a court certificate showing the appointment of a representative
of the estate (executor or administrator). However, if no representative of the estate has been
appointed, to the extent allowable under the governing law upon receipt of an affidavit on a form
used by the Bank for that purpose, the Bank may pay restricted amounts to a surviving spouse, to
certain other relatives, or to certain distributees.
We may disregard any notice of incompetence unless the person in question has been declared
incompetent by a court of appropriate jurisdiction and we receive written notice and instructions
from the court or court appointed fiduciary regarding the account. We also may freeze, refuse
and/or reverse deposits and transactions (e.g., governmental or retirement benefits payments
payable to the deceased) if an owner dies or is legally determined incompetent. If an account
owner owes us a debt at the time of death, we are authorized to exercise our right of setoff (our
right to apply funds in one account to the debt associated with another) or security interest rights
against the account after the owner’s death. We have these rights even if a surviving joint owner
or a beneficiary of an ITF or “trustee for” account has rights to the account.
In case of death or legally determined incompetence of an account owner, we will continue to
honor checks written on that account as well as other withdrawal instructions until we are
notified of the death or the legally determined incompetence. We may continue to honor checks
for up to ten (10) days following the death of the account owner unless a validly appointed
representative of the decedent or another account owner provides us with stop payment
instructions.
Upon notification of death or legal determination of incompetence, we will block individual
accounts; joint individual accounts may remain unblocked for up to thirty (30) days after we
have been notified of an account owner’s death. By law, and/or our policy, certain documents
must be presented to us before funds in such an account can be paid out and the account closed.
For more information about which documents are required, please contact the Leumi Client
Services at the number at the phone number(s) or address(es) listed at the back cover of this
Manual or visit your local Branch.
Dormant Accounts
Under applicable state abandoned property statutes, your account(s) will be considered dormant
(inactive) and we may be required to send to the appropriate state the balances in your deposit,
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investment and foreign exchange account(s) unless you have done at least one of the following
during a specified period of time:
• Deposited or withdrawn funds;
• Signed and returned our active account confirmation form; or
• Send a signed written letter or updated account documents (including tax certifications) to us
concerning the account.
A Time Deposit account that has not reached initial maturity will not be considered inactive, but
if the account renews automatically, it can become inactive starting after the initial maturity date.
Please note that the period of inactivity for an account to be considered abandoned property
differs by state. In complying with these requirements, the laws of the state of your last known
address (as recorded on our bank records) govern the inactivity period and specific requirements
applicable to your account. If your address, as recorded on our bank records, is outside of the
United States, New York law will govern.
Legal Process
Regardless of where or how we are served, we may comply with any state or federal legal
process, including, without limitation, any writ of attachment, adverse claim, execution,
garnishment, tax levy, restraining order, subpoena or warrant relating to you or your account
which we believe to be valid, without any liability from us to you. We will promptly notify you
concerning legal process unless legal process compels us not to notify you. You agree that we
may honor legal process that is served personally, by mail, or by facsimile transmission at any of
our offices (including locations other than where the funds, records or property sought is held),
even if the law requires personal delivery at the office where your account or records are
maintained. You agree that we will have no liability to you for honoring any such legal process.
You also agree that we will have no obligation to assert on your behalf any applicable
exemptions to execution or attachment under any applicable state or federal law. We will also
have and may enforce a right of setoff and security interest against any of your accounts in order
to reimburse us for our fees and expenses, including attorneys’ fees, court costs and expenses, in
complying with legal process.
We may comply with process we deem appropriate even if it appears to affect the interest of only
one owner of a joint account. We may refuse to permit withdrawals or transfers from your
account(s) until such legal process is satisfied or dismissed even if such action results in
insufficient funds to pay a check you have written or otherwise satisfy an obligation you may
have incurred.
Accounts opened with trust or fiduciary designations (e.g., “XYZ, Inc. client trust account”) may
be subject to legal process unless our records contain an express written trust or court order that
provides otherwise.
Upon receipt of any legal process, you will be liable to us for our processing fee, and
reimbursement for our record research, reproduction and handling costs. We may deduct such
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fee, as well as any expenses, including, without limitation, attorneys’ fees in connection with any
such document or legal process, from your account or any other account you may have with us
without prior notice to you, or we may bill you directly for such expenses and fees, even if your
account is closed. In addition, you agree that if we are not fully reimbursed for our record
research, reproduction and handling costs by the party which served the process, you shall be
similarly liable to us. Any garnishment, attachment or other levy against your account shall be
subject to our right of setoff and security interest.
You agree to release and indemnify, defend and hold us harmless from all actions, claims,
liabilities, losses, costs and damages including, without limitation, attorneys’ fees, associated
with our compliance with any legal process we believe to be valid.
When we receive an order instructing us to restrict access to funds in an account, we may remove
the funds from the account and maintain them separately. These funds will not earn interest and
will not be considered as part of your combined balances when we determine account fees and
rates.
You agree that we will not pay and you shall not be entitled to receive interest on any funds we
hold or set aside in connection with our response to legal process. Finally, you agree that we
may accept and comply with legal process, irrespective of how and/or where it was received
even if the law requires any particular method of service.
Cooperation with Investigation
You agree, in the event of any claim arising from your account to cooperate and assist both the
Bank and any law enforcement authorities in connection with any investigation and prosecution
of any suspected wrongdoer. You understand and agree that failure to cooperate may result, in
the Bank's sole discretion, in the Bank dishonoring any claim which you have made.
Restricted Access
There are occasions when we restrict access to deposits, property or assets in your account, such
as while your account application is being processed, when funds are assigned as collateral or
when we are required by law to restrict access. If funds assigned as collateral are in interest-
bearing accounts, they will continue to earn interest as usual.
Closing an Account
You may close your account at any time (except as stated otherwise in this Manual). The same
signatures required for writing checks and making withdrawals are required to close the account.
We may allow one account owner or Authorized Signer to close an account without the consent
or signature(s) of any other account owner(s) or Authorized Signer(s). We may charge a fee to
process your request to close your account. Such fees are listed in the Fee Schedule. Except in
limited circumstances, if you close a Time Deposit account before maturity, you will be subject
to an early withdrawal penalty.
We may close your account at any time with or without cause. We may try to notify you in
advance should this be necessary, but we are not obliged to do so. When your account is closed,
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unless otherwise instructed by you, we will mail you an official check for the final account
balance, by ordinary mail addressed to you at the last address shown on our records. The final
account balance is the funds remaining in your account as of the date of closing of the account,
less fees incurred. If your account is closed in the middle of a statement cycle, such fees are
estimated based on the highest amount of fees your account incurred for the previous six
statement cycles. At the end of the first statement cycle subsequent to the closing, we will
calculate the actual amount of fees that your account incurred between the last full statement
cycle end date and the effective date of your account closing and, if the estimated amount
exceeds the actual amount, we will refund you that excess amount by mailing you an official
check as stated above.
If your account is closed, you remain responsible for any transactions you previously arranged
for, including those that arrive after your account is closed and any which the Bank returns
unpaid. If your account balance is insufficient to pay applicable account fees and charges owed
to us, you will continue to be liable to us for the unpaid amount and interest thereon until it is
paid in full. Your obligations for transactions conducted prior to account closure will survive the
termination of the account and this Manual.
Legal Terms
Governing Law
Accounts and services through the Bank are governed by Federal laws and regulations. To the
extent that such laws and regulations do not apply and without reference to choice of law
doctrine, these accounts and services shall be governed by and be construed in accordance with
the laws of the State of New York, unless it is provided under abandoned property statutes.
Tax Compliance and Conditions
You are solely responsible for understanding and complying with your tax and other filing
obligations with respect to your U.S and non-U.S. accounts in all countries in which those
obligations may arise. You should consult a tax adviser for more information. You acknowledge
and agree that, in order to comply with United States tax laws, the Bank may (i) disclose
information about you and your account (including transactional information) to the United
States Internal Revenue Service ("IRS"); (ii) request certain documentation (including IRS
Forms W-8 or W-9) and additional information from you with respect to your account; (iii)
withhold U.S. tax from your account or from payments made to you or your account; and (iv)
close your account if you have not provided requested documentation or information.
It is a condition of maintaining an account with, or receiving services from, the Bank that you
appropriately report and disclose any and all tax related requirements or income tax and/or
information reporting with respect to your relationship with the Bank in accordance with the
requirements imposed in all jurisdictions in which these obligations arise, including in your
home country. You further undertake to continue to remain in compliance with all tax and
reporting obligations in the future with respect to your account at the Bank. In order to assure
tax compliance, you agree to waive any and all data protection, confidentiality or secrecy rights
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or claims that you may have with respect to your data at the Bank should any question come
from any competent tax authority, directly or indirectly, with respect to your account or any
service provided by the Bank. Responsibility for tax compliance on this account and any
services provided by the Bank at all times remains with you. You further agree (1) not to hold
the Bank liable for possible consequences that may result from the reporting of information as
described herein; and (2) to release the bank from any claims in this respect.
Withholding for Conduit Transactions. The Bank may be required to withhold if you are a
foreign person and your Deposit Account secures an extension of credit granted by the Bank.
Foreign Account Tax Compliance Act
In order for the Bank to be compliant with the provisions of The Foreign Account Tax
Compliance Act (commonly known as “FATCA”), a U.S. federal law effective as of July 1,
2014, the Bank may contact you to request additional information and/or documentation. Please
understand that the Bank does not and will not in any way support any attempt by you to evade
U.S. taxes or any request by you for help in avoiding detection under FATCA. Furthermore,
since the Bank is not in the business of providing tax advice, you should not rely upon the Bank
to determine the impact of FATCA on your own business activities or what your own
compliance obligations are under FATCA. We encourage you to seek the advice of experienced
tax advisors to determine what actions you need to take to become FATCA compliant. Your
failure to comply with FATCA may result in restricted access or withholding of taxes from
interest payments due to you.
Restricted Transactions – Internet Gambling
In accordance with the Unlawful Internet Gambling Enforcement Act of 2006 (UIGEA) and
Regulation GG of the Board of Governors of the Federal Reserve, restricted transactions are
prohibited from being processed through an account or relationship with the Bank. We will not
maintain a deposit account for a commercial customer which engages in an internet gambling
business. The Bank may accordingly review the deposit, ACH, and funds transfer (as
beneficiary) activities of commercial customers. The Bank may require commercial customers
to certify that they do not engage in an internet gambling business.
Information Processing and Sharing
The Bank and the other members of the Leumi Group will process, transfer and disclose
customer information in connection with the following purposes: (a) for the provision of services
and to approve, manage, administer or effect any transactions that you request or authorize, (b)
meeting compliance obligations (including compliance with law, international guidance and
internal policies and procedures), (c) conducting financial crime risk management activity, (d)
collecting any amounts due from you, (e) conducting credit checks and obtaining or providing
credit references, (f) enforcing or defending our rights, or those of a member of the Leumi
Group, (g) for our internal operational requirements or those of the Leumi Group (including
credit and risk management, system or product development and planning, insurance, audit and
administrative purposes), and (h) maintaining the Leumi Group's overall relationship with you.
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As the term is used in this provision, "customer information" also includes information on other
persons or entities you provide, or which is provided on your behalf, to any member of the
Leumi Group in connection with the provision of services to you. Such persons or entities
include, but are not limited to, guarantors, officers or directors, beneficial owners, payees, and
representatives or agents. You will ensure that such persons or entities have been advised of and
agree to this processing and sharing of customer information.
Financial Crime Risk Management Activity
The Bank and the other members of the Leumi Group may take any action they consider
appropriate in their sole and absolute discretion, to meet compliance obligations in connection
with the detection, investigation and prevention of financial crime. Such action may include, but
is not limited to: (a) screening, intercepting and investigating any instruction, communication,
drawdown request, applications for accounts and/or services, or any payment sent to or by you,
or on your behalf, (b) investigating the source of or intended recipient of funds, (c) combining
customer information with other related information in the possession of the Leumi Group, (d)
sharing customer information with other members of the Leumi Group and with, or at the
direction of, government authorities, and/or (e) making further inquiries as to the status of a
person or Entity, whether they are subject to a sanctions regime, or confirming your identity and
status.
Neither the Bank nor any other member of the Leumi Group will be liable to you or any third
party for any loss incurred by you or a third party in connection with the delaying, blocking or
refusing of any payment or the provision of all or part of any services or otherwise as a result of
financial crime risk management activity.
If there is a conflict or inconsistency between these provisions and any other agreement between
you and the Bank or another member of the Leumi Group, these provisions will prevail, and
these provisions will continue to apply, even after any termination by the Bank or another
member of the Leumi Group of any services to you or the closure of any of your accounts.
Bank Secrecy Act - regulatory reporting requirements
As part of the Bank Secrecy Act recordkeeping requirements, the Bank is responsible for
obtaining, verifying and recording customer information for certain transactions and reporting
this information to U.S. Government agencies. The information obtained includes, but is not
limited to:
Name and home address (photo identification required) for an individual or Business
name and business address
Social Security or taxpayer identification number
Date of birth for an individual
Occupation
Information for anyone on whose behalf you are conducting transactions
The Bank complies with recording, recordkeeping and reporting requirements under the Bank
Secrecy Act including monitoring accounts on a periodic basis for compliance. The Bank may
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request information from you and disclose information about your account whenever the Bank
believes it is necessary or appropriate to comply with those federal regulations. Until you
provide sufficient information, the Bank may hold your account or refuse any transaction.
The Bank reserves the right to close any account that attempts to avoid these requirements.
OFAC; PATRIOT ACT
Neither you, any person controlling or controlled by you, any person having a beneficial interest
in you, nor any person for whom you act as agent or nominee in connection herewith is: (i) an
individual or entity that is named as a Specially Designated National or Blocked Person by the
OFAC, or an individual or entity that resides, is organized or chartered, or has a place of
business, in a country or territory subject to OFAC’s various sanctions/embargo programs; (ii) a
resident in, or organized or chartered under the laws of: (a) a jurisdiction that has been
designated by the Secretary of the Treasury under Section 311 of the USA PATRIOT Act as
warranting special measures and/or as being of primary money laundering concern, or (b) a
jurisdiction that has been designated as non-cooperative with international anti-money
laundering principles by a multinational or inter-governmental group such as the Financial
Action Task Force on Money Laundering of which the United States is a member; (iii) a
financial institution that has been designated by the Secretary of the Treasury under Section 311
of the USA PATRIOT Act as warranting special measures and/or as being of primary money
laundering concern; (iv) a “senior foreign political figure,” or any “immediate family” member
or “close associate” of a senior foreign political figure, in each case within the meaning of
Section 5318(i) of Title 31 of the United States Code or regulations issued thereunder; or (v) a
prohibited “foreign shell bank” as defined in Section 5318(j) of Title 31 of the United States
Code or regulations issued thereunder, or a U.S. financial institution that has established,
maintains, administers or manages an account in the U.S. for, or on behalf of, a prohibited
“foreign shell bank”. As used in this section, (i) “USA PATRIOT Act” means Bank Secrecy Act
as amended by Title III of the Uniting and Strengthening America by Providing Appropriate
Tools Required to Intercept and Obstruct Terrorism Act of 2001; and (ii) “OFAC” means the
U.S. Department of the Treasury’s Office of Foreign Assets Control.
Indemnification
Except as otherwise set forth in this Manual, you agree to indemnify, defend and hold the Bank
its successors, assigns, correspondents, directors, officers, employees and agents harmless from
all losses, costs, damages, fines, expenses (including, without limitation, attorney's fees) and
liability for any claims or demands, actions, proceedings, related to or arising out of: (a) your
actions and omissions in connection with your accounts or our services, (b) action or omission on
the part of any individual who has been listed as a person authorized to act on your behalf in any
document provided by you to the Bank, (c) our actions and omissions, provided that they are
taken/omitted in accordance with this Manual or your instructions and (d) any hedging activities
intended to mitigate any loss to which the Bank believes itself to be exposed as a result of your
impending default. This provision shall survive the termination of this Manual or any account or
transaction entered with you.
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General Terms of Limitation of Liability
Except as otherwise required by law, we are not liable to you for any claim, cost, loss or damage
caused by an event that is beyond our reasonable control. In particular, we are not liable to you
if circumstances beyond our reasonable control prevent us from, or delay us in, performing our
obligations for a service, including acting on a payment order, crediting a funds transfer to your
account, processing a transaction or crediting your account. Circumstances beyond our
reasonable control include, but are not limited to, natural disasters such as a tornado, hurricane,
earthquake or flood, emergency conditions, such as a war, terrorist attack, riot, fire, theft,
insurrection, strikes or labor dispute; a legal constraint or governmental action or inaction; the
breakdown or failure of our equipment for any reason, including a loss of electric power, the
breakdown of any private or common carrier communication or transmission facilities, any time-
sharing supplier or any mail or courier service; the potential violation of any guideline, rule or
regulation of any government authority; suspension of payments by another bank; or your act,
omission, negligence or fault. We will never be liable for special, indirect, incidental,
exemplary, punitive, consequential or similar losses or damages of any kind.
If any change in any applicable law or regulation (or any change in the interpretation of any law
or regulation by any governmental authority that administers such law or regulation) causes any
increase in the direct or indirect cost or expense of the Bank fulfilling any of its obligations, or
any reduction in any amount received or to be received by it under this Manual, you will
promptly reimburse and pay the Bank for the amount of such increased cost or expense or such
reduced receipts.
Limitation on Time to Sue or Arbitrate
Unless otherwise required by law, an action, proceeding or arbitration by you to enforce an
obligation, duty or right arising under this Manual or by law with respect to your account or any
account service must be commenced within one (1) year after the cause of action accrues.
This limit is in addition to limits on notice as a condition to making a claim, as described in the
Section entitled “Account Errors and Adjustments Not Involving Electronic Funds Transfers”
above and other applicable parts of this Manual. If applicable state law does not permit
contractual shortening of the time during which a lawsuit must be filed to a period as short as one
(1) year, you and we agree to the shortest permitted time under that state’s laws.
Legal Proceeding to Recover Payment
No legal proceeding or action may be brought against us to recover payment of a check, or
other payment instruction, which was not signed or otherwise authorized by you or which was
altered, or a check which was not endorsed by a payee unless in the case of a check, or other
payment instruction, which was not signed or otherwise authorized by you or which was altered,
we receive the written notice within the prescribed time period indicated in this Manual (see
sections entitled “Account Statements and Notices, Period Statements” and Lost or Stolen Bank Leumi
USA Debit Cards or Other Access Devices and Unauthorized Electronic Transactions”).
In the case of a check which was not endorsed by a payee, we must receive written notice within
six (6) months after the date of the statement, and the legal proceeding or action must be
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commenced within one (1) year after the date of the statement. In the case of an unauthorized
endorsement for an account opened in New York, Florida or Illinois (and, in the case of an
improper payment of a check over a properly lodged stop payment order in an account opened in
Illinois) the legal proceeding or action must be commenced within one and one-half (1.5) years.
For an account opened in California, the legal proceeding or action for an unauthorized
endorsement must be commenced within three (3) years.
Severability
Unless otherwise stated, if any of the provisions of this Manual is or becomes illegal, invalid or
unenforceable in any respect under the law of any jurisdiction, the legality, validity or
enforceability of the remaining provisions of this Manual and of such provisions under the law of
any other jurisdiction shall not be affected or impaired..
Waiver
No waiver of any provision of this Manual shall be deemed to have occurred by the failure or
delay by the Bank to exercise any right or remedy. The single or partial exercise of any such
right or remedy will not preclude any other or further exercise thereof or the exercise of any
other right or remedy. The authority to debit and charge and the right of set-off and other rights
and remedies provided in this Manual are separate, independent and cumulative and not
exclusive of any rights or remedies (including any other security, right of set-off, lien, right to
combine or consolidate accounts or similar right) to which the Bank is at any time entitled
anywhere, whether by operation of law or otherwise. You waive diligence, demand,
presentment, protest and notice of every kind, except as set forth in this Agreement.
Waiver of Jury Trial
YOU HEREBY WAIVE, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE
LAW, ANY RIGHT YOU MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL
PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS
MANUAL, ANY AGREEMENT OR TRANSACTION CONTEMPLATED HEREBY
(WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY).
Litigation in Court
IF THE PARTIES CHOOSE TO PROCEED BY LITIGATION, ANY LITIGATION
BETWEEN YOU AND THE BANK OR INVOLVING THEIR RESPECTIVE PROPERTIES
MUST BE INSTITUTED IN THE UNITED STATES DISTRICT COURT FOR THE
SOUTHERN DISTRICT OF NEW YORK OR THE SUPREME COURT OF THE STATE OF
NEW YORK FOR THE COUNTY OF NEW YORK. EACH PARTY IRREVOCABLY
WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY
OBJECTION, INCLUDING ANY OBJECTION TO THE LAYING OF VENUE OR BASED
ON THE GROUNDS OF FORUM NON CONVENIENS, WHICH IT MAY NOW OR
HEREAFTER HAVE TO THE BRINGING OF ANY SUCH ACTION OR PROCEEDING IN
SUCH RESPECTIVE JURISDICTIONS. EACH PARTY AGREES THAT A JUDGMENT IN
ANY SUCH DISPUTE MAY BE ENFORCED IN OTHER JURISDICTIONS BY SUIT ON
THE JUDGMENT OR AS OTHERWISE PROVIDED BY LAW.
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EACH PARTY HERETO, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE
LAW, IRREVOCABLY WAIVES WITH RESPECT TO ITSELF AND ITS REVENUES AND
ASSETS (IRRESPECTIVE OF THEIR USE OR INTENDED USE) ALL IMMUNITY ON THE
GROUNDS OF SOVEREIGNTY OR SIMILAR GROUNDS FROM (I) SUIT, (II)
JURISDICTION OF ANY COURT, (III) RELIEF BY WAY OF INJUNCTION, ORDER FOR
SPECIFIC PERFORMANCE, OR RECOVERY OF PROPERTY, (IV) ATTACHMENT OF ITS
ASSETS (WHETHER BEFORE OR AFTER JUDGMENT), AND (V) EXECUTION OR
ENFORCEMENT OF ANY JUDGMENT TO WHICH IT OR ITS REVENUES OR ASSETS
MIGHT OTHERWISE BE ENTITLED IN ANY ACTIONS OR PROCEEDINGS IN SUCH
COURTS, AND IRREVOCABLY AGREES THAT IT WILL NOT CLAIM SUCH
IMMUNITY IN ANY SUCH ACTIONS OR PROCEEDINGS.
YOU CONSENT TO PROCESS BEING SERVED BY THE BANK ON YOU IN ANY SUIT,
ACTION OR PROCEEDING OF THE NATURE SPECIFIED IN THIS SECTION BY THE
MAILING OF A COPY THEREOF BY REGISTERED OR CERTIFIED MAIL, POSTAGE
PREPAID, TO YOU AT THE ADDRESS SET FORTH AFTER YOUR SIGNATURE
BELOW; SUCH SERVICE SHALL BE DEEMED COMPLETED AND EFFECTIVE AS
FROM 30 DAYS AFTER SUCH MAILING OR SUCH EARLIER TIME SPECIFIED BY
APPLICABLE LAW. NOTHING CONTAINED HEREIN SHALL AFFECT THE RIGHT TO
SERVE PROCESS AS OTHERWISE PERMITTED BY LAW.
Judicial Reference
SOLELY FOR RESIDENTS OF THE STATE OF CALIFORNIA, SEPARATE AND
INDEPENDENT OF THE PROVISIONS OF SET FORTH ABOVE, THE PARTIES HEREBY
EXPRESSLY AGREE THAT IN THE EVENT THAT THE JURY TRIAL WAIVER
CONTAINED HEREIN SHALL BE HELD OR DEEMED TO BE UNENFORCEABLE, TO
SUBMIT TO JUDICIAL REFERENCE, PURSUANT TO CALIFORNIA CODE OF CIVIL
PROCEDURE §§ 638, ET SEQ., ANY ACTIONS, CLAIMS, OR DISPUTES WHICH
DIRECTLY OR INDIRECTLY ARISE OUT OF, OR RELATE TO, THIS MANUAL OR ANY
OTHER DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR
THEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY)
SHALL BE RESOLVED BY WAY OF A GENERAL REFERENCE PURSUANT TO
CALIFORNIA CODE OF CIVIL PROCEDURE SECTION 638 ET. SEQ. PURSUANT TO
SUCH JUDICIAL REFERENCE, YOU AGREE TO THE APPOINTMENT OF A SINGLE
REFEREE AND SHALL USE YOUR BEST EFFORTS TO AGREE ON THE SELECTION OF
A REFEREE. IF THE PARTIES ARE UNABLE TO AGREE ON A SINGLE REFEREE, A
REFEREE SHALL BE APPOINTED BY THE PROPER COURT TO HEAR ANY DISPUTES
HEREUNDER IN LIEU OF ANY SUCH JURY TRIAL. YOU ACKNOWLEDGE AND
AGREE THAT THE APPOINTED REFEREE SHALL HAVE THE POWER TO DECIDE ALL
ISSUES IN THE APPLICABLE ACTION OR PROCEEDING, WHETHER OF FACT OR
LAW, AND SHALL REPORT A STATEMENT OF DECISION THEREON. YOU AGREE
THAT THE PROVISIONS CONTAINED HEREIN HAVE BEEN FAIRLY NEGOTIATED
ON AN ARM’S-LENGTH BASIS, WITH YOU AGREEING TO THE SAME KNOWINGLY.
ANY PARTY MAY FILE AN ORIGINAL COUNTERPART OR A COPY OF THIS SECTION
WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF THE PARTIES
HERETO TO THE WAIVER OF THE RIGHT TO TRIAL BY JURY AND THE
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AGREEMENTS CONTAINED HEREIN REGARDING THE APPLICATION OF JUDICIAL
REFERENCE IN THE EVENT OF THE INVALIDITY OF SUCH JURY TRIAL WAIVER.
NOTWITHSTANDING THE FOREGOING, THIS SECTION SHALL NOT: (A) LIMIT OR
PROHIBIT THE BANK FROM BRINGING ANY ACTION IN ANY COURT OF
COMPETENT JURISDICTION FOR INJUNCTIVE RELIEF; FOR APPOINTMENT OF A
RECEIVER; FOR PROVISIONAL REMEDIES, INCLUDING TEMPORARY PROTECTIVE
ORDERS AND WRITS OF ATTACHMENT; OR FOR JUDICIAL FORECLOSURE; AND
THE FILING OF SUCH ACTIONS BY THE BANK SHALL NOT (I) CONSTITUTE A
WAIVER OF THIS JUDICIAL REFERENCE PROVISION; OR (II) LIMIT THE COURT
FROM REFERRING AS MUCH OF THE CLAIMS IN THE ACTION TO JUDICIAL
REFERENCE AS POSSIBLE; OR (B) LIMIT OR PROHIBIT LENDER FROM EXERCISING
ANY OF ITS RIGHTS AS A SECURED PARTY UNDER THIS MANUAL OR ANY OTHER
DOCUMENT.
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Resolution of Disputes by Arbitration
PLEASE READ THIS PROVISION OF THE MANUAL CAREFULLY.
THIS SECTION CONTAINS IMPORTANT INFORMATION REGARDING YOUR DEPOSIT
ACCOUNT, CHECKING ACCOUNT, TIME DEPOSIT ACCOUNT, INVESTMENT
ACCOUNT, FOREIGN EXCHANGE ACCOUNT, OR ANY OTHER ACCOUNT OR
PRODUCTS THAT BANK LEUMI USA MAY OFFER FROM TIME TO TIME, AND THE
SERVICES AND TRANSACTIONS RELATED THERETO. IT PROVIDES THAT EITHER
YOU OR WE CAN REQUIRE THAT ANY DISPUTES BE RESOLVED BY BINDING
ARBITRATION. ARBITRATION REPLACES THE RIGHT TO GO TO COURT,
INCLUDING THE RIGHT TO PARTICIPATE IN A CLASS ACTION OR SIMILAR
PROCEEDING. IN ARBITRATION, THE DISPUTE IS SUBMITTED TO A NEUTRAL
PARTY, AN ARBITRATOR, INSTEAD OF A JUDGE OR JURY. ARBITRATION
PROCEDURES ARE SIMPLER AND MORE LIMITED THAN RULES APPLICABLE IN
COURT.
Agreement to Arbitrate Disputes
Either you or we may elect, without the other’s consent, to require that any dispute between us,
or concerning your deposit account, checking account, Time Deposit account or any other
accounts that the Bank may offer from time to time, except those disputes specifically excluded
below, be resolved by binding arbitration.
Disputes Covered by Arbitration
Any claim or dispute relating to or arising out of your deposit account, checking account, Time
Deposit account or any other accounts that the Bank may offer from time to time, this Manual, or
our relationship will be subject to arbitration. All disputes are subject to arbitration, no matter
what legal theory they are based on or what remedy (damages, or injunctive or declaratory relief)
they seek. Disputes include any unresolved claims concerning any services relating to such
account, including, without limitation, safe deposit box services, wire transfer services, and use
of Leumi Online, Leumi Mobile, a Bank Leumi USA Credit Card, or Bank Leumi USA Debit
Card. Disputes include not only claims made directly by you, but also made by anyone
connected with you or claiming through you, such as a joint account owner, account beneficiary,
employee, representative, agent, predecessor or successor, heir, assignee, or trustee in
bankruptcy. Disputes include not only claims that relate directly to the Bank, but also its parent,
affiliates, successors, assignees, employees, and agents and claims for which we may be directly
or indirectly liable, even if we are not properly named at the time the claim is made. Disputes
include claims based on any theory of law, contract, statute, regulation, tort (including fraud or
any intentional tort), or any other legal or equitable ground, and include claims made as
counterclaims, cross-claims, third party claims, interpleaders or otherwise. A party who initiates
a proceeding in court may elect arbitration with respect to any dispute advanced in that
proceeding by any other party. Disputes include claims made as part of a class action or other
representative action, it being expressly understood and agreed to that the arbitration of such
claims must proceed on an individual (non-class, non-representative) basis. Disputes also
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include claims relating to the enforceability or interpretation of any of these arbitration
provisions. Any questions about whether disputes are subject to arbitration shall be resolved by
interpreting this arbitration provision in the broadest way the law will allow it to be enforced.
Disputes Excluded from Arbitration
Disputes filed by you or by us individually in a small claims court are not subject to arbitration,
so long as the disputes remain in such court and advance only an individual claim for relief.
Commencing an Arbitration
The party filing arbitration must choose one of the following neutral arbitration forums and
follow its rules and procedures for initiating and pursuing arbitration: American Arbitration
Association or JAMS. If you initiate the arbitration, you must notify us in writing at The Office
of the General Counsel, Bank Leumi USA, 562 Fifth Avenue, New York, NY 10036. If we
initiate the arbitration, we will notify you in writing at your last known address on file. You may
obtain a copy of the arbitration rules for these forums, as well as additional information about
initiating arbitration by contacting these arbitration forums:
American Arbitration Association
1-800-778-7879 (toll-free)
Website: adr.org
JAMS
1-800-352-5267 (toll-free)
Website: jamsadr.com
The arbitration shall be conducted in the same city as the U.S. District Court closest to your
home address, unless the parties agree to a different location in writing.
Administration of Arbitration
The arbitration shall be decided by a single, neutral arbitrator. The arbitrator will be either a
lawyer with at least ten years experience or a retired or former judge, selected in accordance with
the rules of the arbitration forum. The arbitrator shall follow procedures and rules of the
arbitration forum in effect on the date the arbitration is filed unless those rules and procedures
are inconsistent with this arbitration provision, in which case this arbitration provision will
prevail. Those procedures and rules may limit the discovery available to you or us. The
arbitrator will take reasonable steps to protect customer account information and other
confidential information if requested to do so by you or us. The arbitrator shall decide the
dispute in accordance with applicable substantive law consistent with the Federal Arbitration Act
and applicable statutes of limitations, will honor claims of privilege recognized at law, and will
be empowered to award any damages or other relief provided for under applicable law. The
arbitrator will not have the power to award relief to, or against, any person who is not a party to
the arbitration. An award in arbitration shall determine the rights and obligations between the
named parties only, and only in respect of the claims in arbitration, and shall not have any
bearing on the rights and obligations of any other person, or on the resolution of any other
dispute. You or we may choose to have a hearing and be represented by counsel. The decision
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rendered by the arbitrator shall be in writing; however, the arbitrator need not provide a
statement of his reasons unless one is requested by you or us.
Costs
The party initiating the arbitration shall pay the initial filing fee. If you file the arbitration and an
award is rendered in your favor, we will reimburse you for your filing fee. If there is a hearing,
we will pay the fees and costs for the first day of that hearing. All other fees and costs will be
allocated in accordance with the rules of the arbitration forum. However, we will advance or
reimburse filing and other fees if the arbitrator rules that you cannot afford to pay them or finds
other good cause for requiring us to do so, or if you ask us and we determine there is good reason
for doing so. Each party shall bear the expense of their respective attorneys, experts, and
witnesses and other expenses, regardless of who prevails, but a party may recover any or all
expenses from another party if the arbitrator, applying applicable law, so determines.
No Class Action or Joinder of Parties
You and we agree that no class action, private attorney general or other representative claims
may be pursued in arbitration, nor may such action be pursued in court if either you or we elect
arbitration. Unless mutually agreed to by you and us, claims of two or more persons may not be
joined, consolidated, or otherwise brought together in the same arbitration (unless those persons
are joint account owners or beneficiaries on your account and/or related accounts, or parties to a
single transaction or related transaction); this is so whether or not the claim may have been
assigned.
Right to Resort to Provisional Remedies Preserved
Nothing herein shall be deemed to limit or constrain our right to resort to self-help remedies,
such as the right of setoff or the right to restrain funds in an account, to interplead funds in the
event of a dispute, to exercise any security interest or lien we may hold in property, or to comply
with legal process, or to obtain provisional remedies such as injunctive relief, attachment, or
garnishment by a court having appropriate jurisdiction; provided, however, that you or we may
elect to arbitrate any dispute related to such provisional remedies.
Arbitration Award
The arbitrator’s award shall be final and binding unless a party appeals it in writing to the
arbitration forum within fifteen (15) days of notice of the award. The appeal must request a new
arbitration before a panel of three neutral arbitrators selected in accordance with the rules of the
same arbitration forum. The panel will consider all factual and legal issues anew, follow the
same rules that apply to a proceeding using a single arbitrator, and make decisions based on the
vote of the majority. Costs will be allocated in the same way they are allocated before a single
arbitrator. An award by a panel is final and binding on the parties after fifteen (15) days have
passed. A final and binding award is subject to judicial intervention or review only to the extent
allowed under the Federal Arbitration Act. A party may seek to have a final and binding award
entered as a judgment in any court having jurisdiction.
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Governing Law
You and we agree that our relationship includes transactions involving interstate commerce and
that these arbitration provisions are governed by, and enforceable under, the Federal Arbitration
Act. To the extent state law is applicable, the laws of the State of New York apply.
Severability, Survival
These arbitration provisions shall survive:
(i) termination or changes to your deposit account, checking account, Time Deposit account,
any other account that the Bank may offer from time to time, or any related services or
transactions we provide;
(ii) the bankruptcy of any party; and
(iii)the transfer or assignment of your deposit account, checking account, Time Deposit account,
any other account that the Bank may offer from time to time, or any related services we
provide.
If any portion of this arbitration provision is deemed invalid or unenforceable, the entire
arbitration provision shall not remain in force. No provision of this arbitration provision may be
amended, severed or waived absent a written agreement between you and us.
Information About Specific Personal Accounts
This section of the Manual describes the features of the following individual accounts that
are available:
• Personal Checking Account
• Personal Basic Banking Account (available in IL or NY)
• Private Banking Checking Account
• Personal Money Market Account
• Private Banking Money Market Account
Personal Checking Account
Minimum Opening Deposit
The minimum balance to open a Personal Checking Account is $25.00.
Fees
There are no transaction limits on this account. The initial fifty (50) checks are free. The cost to
you for reordering checks is dependent on the style of check you choose.
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Please see the Fee Schedule for a complete list of any applicable fees.
Interest
This is a non-interest-bearing account.
Special Circumstances
All account holders must be at least age 13, and one person named on the account must be at
least age 18.
Basic Banking Account
Minimum Opening Deposit and Account Closing
This account is only available in the State of Illinois or the State of New York.
The minimum balance to open a Basic Banking Account is $100.00 in Illinois, or $25.00 in
New York. This requirement will be waived so long as you maintain the direct deposit of
monthly recurring payments into the account.
We may close your account without advance notice if you do not maintain a minimum balance
of at least $.01. We may close your account without advance notice if you have any other
checking account at the Bank or at any other bank(s) remaining open more than sixty (60) days
after you opened the Basic Banking Account with the Bank. We reserve the right to close your
account for other reasons at any time, without advance notice.
Fees
For accounts in Illinois there is no monthly service charge for ten (10) withdrawal transactions
during the monthly statement period. For accounts in New York, there is a $3.00 monthly
service charge which includes eight (8) withdrawal transactions. There is a $1.00 fee for each
additional withdrawal transaction during the monthly statement period. There is no limit on the
number of deposits per monthly statement period. A withdrawal transaction is considered to be
made when it is recorded on our books, which is not necessarily the date you initiated the
transaction. We do not send with the account statement the paid checks charged to your
account. If you wish to obtain copies, there is a $3.00 fee for each paid check requested.
The initial fifty (50) checks are free. The cost to you for reordering checks is dependent on the
style of check you choose.
Please see the Fee Schedule for a complete list of any applicable fees.
Interest
This is a non-interest-bearing account.
Special Circumstances
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In the State of Illinois, this account is available at our Chicago Branch to individuals age 65 or
more who are Illinois residents. It is not available at our other Branches.
In the State of New York, this account is available at our 579 Fifth Avenue Branch to
individuals who are New York State residents. In New York, all account holders must be at least
age 13 and at least one person named on the account must be at least age 18.
This account is not available at our other Branches. It is also not available for business or
professional purposes or to fiduciaries (for example, executors or trustees).
Private Banking Checking Account
Minimum Relationship Balance
The minimum relationship balance (that is, combined funds or securities balances in any
account of yours, or in any Related Account) to open a U.S. Private Banking Checking Account
is $100,000.00 or $300,000.00 for International Accounts. For more information on Private
Banking Relationships, see the section above entitled “Account Opening.”
Fees
Please see the Fee Schedule for any applicable fees.
Interest
U.S. Private Banking Checking accounts are interest bearing. Interest is calculated daily and
credited to your account on the last Business Day of the monthly statement period. If you
close your account before interest is credited, you will not receive the accrued interest. We use
the daily balance method to calculate interest. This method applies a daily periodic rate to the
principal in the account each day. By law, we must reserve the right to require seven (7)
days advance notice prior to making withdrawals.
International Private Banking Checking accounts are non-interest bearing accounts.
Personal Money Market Account
Minimum Opening Deposit
The minimum balance to open a Personal Money Market Account is $500.00.
Fees
A minimum balance fee will be imposed monthly if the average daily balance for the month falls
below $5,000.00.
Specialty (antique style) checks are free. Your cost for alternate check styles is dependent on the
style of check you choose.
Please see the Fee Schedule for a complete list of any applicable fees.
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Interest
This is a variable rate and tiered rate account. The interest rate and Annual Percentage Yield
(APY) are subject to change daily at our sole discretion and your entire balance will earn the
interest rate and APY in effect for the balance tier associated with your daily balance. Please
contact your Bank Leumi USA relationship banker for balance tier information, current interest
rate and APY.
Interest is calculated daily and credited to your account on the last Business Day of the
monthly statement period. If you close your account before interest is credited, you will not
receive the accrued interest. We use the daily balance method to calculate interest. This method
applies a daily periodic rate to the principal in the account each day.
You must maintain a minimum balance of $5,000.00 in the account each day to obtain the
disclosed annual percentage yield.
Transaction Limitation
A maximum of six (6) preauthorized transfers of funds from this account (including checks
drawn by you payable to third parties) are permitted in any one statement period. The date of
payment will determine compliance with this limit. If you exceed this limit more than once, we
may (i) change your account to a Personal Checking Account, or (ii) terminate the transfer
privileges for your account.
When Interest Begins To Accrue
Interest begins to accrue on the Business Day your deposits are received.
Withdrawals
You are allowed unlimited withdrawals by ATM or by transfer of funds from your account to
any of your loan accounts with us. By law, we reserve the right to require seven (7) days
advance notice prior to making withdrawals.
Special Circumstances
All account holders must be at least age 13 and one person named on the account must be at least
age 18.
Private Banking Money Market Account
Minimum Opening Deposit
The minimum balance to open a Private Banking Money Market Account is $50,000.00.
Fees
A minimum balance fee will be imposed monthly if the average daily balance for the month falls
below $5,000.00.
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Specialty (antique style) checks are free. Your cost for alternate check styles is dependent on the
style of check you choose.
Interest
This is a variable rate and tiered rate account. The interest rate and Annual Percentage Yield
(APY) are subject to change daily at our sole discretion and your entire balance will earn the
interest rate and APY in effect for the balance tier associated with your daily balance. Please
contact your Bank Leumi USA relationship banker for balance tier information, current interest
rate and APY.
Interest is calculated daily and credited to your account on the last Business Day of the
monthly statement period. If you close your account before interest is credited, you will not
receive the accrued interest. We use the daily balance method to calculate interest. This method
applies a daily periodic rate to the principal in the account each day.
You must maintain a minimum balance of $5,000.00 in the account each day to obtain the
disclosed annual percentage yield.
Transaction Limitation
A maximum of six (6) preauthorized transfers of funds from this account (including checks
drawn by you payable to third parties) are permitted in any one statement period. The date of
payment will determine compliance with this limit. If you exceed this limit more than once, we
may (i) change your account to a Private Banking Checking Account or a Personal Checking
Account, or (ii) terminate the transfer privileges for your account.
When Interest Begins To Accrue
Interest begins to accrue on the Business Day your deposits are received.
Withdrawals
You are allowed unlimited withdrawals by ATM or by transfer of funds from your account to
any of your loan accounts with us. By law, we reserve the right to require seven (7) days
advance notice prior to making withdrawals.
Special Circumstances
All account holders must be at least age 13 and one person named on the account must be at least
age 18.
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Information About Specific Business Accounts
This section of the Manual describes the features of the following business accounts that
are available:
• Commercial Checking (Analyzed) Account
• Limited Commercial Checking Account
• Private Banking Commercial Checking Account
• Business Checking Plus Account
• Business Preferred Money Market Account
• IOLA/IOLTA Checking Plus Account
• Managed Account Services
• Attorney Trust (Escrow) Account
• Deposit Administrator Account
• Landlord Rent Security Account
Commercial Checking (Analyzed) Account
Minimum Opening Deposit
This account may require a minimum opening deposit.
Fees
There is a monthly service charge. A minimum balance fee will be imposed monthly if the
average daily balance for the month falls below a certain amount. See the Fee Schedule for
details. The average daily balance is calculated by adding the principal in the account for each
day of the period and dividing that figure by the number of days in the period
There is an activity charge for each check paid, each ACH debit, each item deposited, each
deposit ticket, each check cashed drawn on the account, and the amount of cash deposits.
Please see the Fee Schedule for a complete list of any applicable fees.
Interest
Commercial Checking Accounts pay no interest.
Account Analysis
Earnings credit may be earned, which will be applied against the monthly service charge,
activity charges, and fees incurred for selected services.
Transaction Limitation
There are no transaction limits on this account.
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Checks
The initial fifty (50) checks are free. The cost to you for reordering checks is dependent on the
style of check you choose.
Limited Commercial Checking Account
Minimum Opening Deposit
This account may require a minimum opening deposit.
Fees
There is a monthly service charge. See the Fee Schedule for details.
Interest
Limited Commercial Checking Accounts pay no interest.
Special Circumstances
This product is available only for trusts and/or accounts of limited transactional activity.
Private Banking Commercial Checking Account
Minimum Balance
The minimum balance to open a Private Banking Commercial Checking Account is $5,000.00.
Fees
A minimum balance fee will be imposed monthly if the average daily balance for the month falls
below a certain amount. See the Fee Schedule for details. The average daily balance is
calculated by adding the principal in the account for each day of the period and dividing that
figure by the number of days in the period.
Interest
Private Banking Commercial Checking Accounts pay no interest.
Special Circumstances
This product is available only for legal entities within the Private Banking Division.
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Business Checking Plus Account
Minimum Opening Deposit
This account may require a minimum opening deposit.
Fees
Please see the Fee Schedule for a complete list of any applicable fees.
Interest
Interest is calculated daily and credited to your account on the last Business Day of the
monthly statement period. If you close your account before interest is credited, you will not
receive the accrued interest. We use the daily balance method to calculate interest. This method
applies a daily periodic rate to the principal in the account each day.
Business Preferred Money Market Account
Minimum Opening Deposit
This account may require a minimum opening deposit.
Fees
A minimum balance fee will be imposed monthly if the average daily balance for the month falls
below a certain amount. See the Fee Schedule for details. The average daily balance is calculated
by adding the principal in the account for each day of the period and dividing that figure by the
number of days in the period.
Specialty (antique style) checks are free. Your cost for alternate check styles is dependent on the
style of check you choose.
Please see the Fee Schedule for a complete list of any applicable fees.
Interest
This is a variable rate and tiered rate account. The interest rate and Annual Percentage Yield
(APY) are subject to change daily at our sole discretion, and your entire balance will earn the
interest rate and APY in effect for the balance tier associated with your daily balance. Please
contact your Bank Leumi USA relationship banker for balance tier information, current interest
rate and APY.
You must maintain a minimum balance of $10,000.00 in the account each day to obtain the
disclosed annual percentage yield.
Interest Crediting
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Interest is calculated daily and credited to your account on the last Business Day of the
monthly statement period. If you close your account before interest is credited, you will not
receive the accrued interest. We use the daily balance method to calculate interest. This method
applies a daily periodic rate to the principal in the account each day.
Transaction Limitation
A maximum of six (6) preauthorized transfers of funds from this account (including checks
drawn by you payable to third parties) are permitted in any one statement period. The date
of payment will determine compliance with this limit. If you exceed this limit more than once,
we may (i) change your account to a Commercial Checking Account, or (ii) terminate the
transfer privileges for your account.
Withdrawals
In addition to the above transfers, you are allowed unlimited withdrawals by ATM or by
transfers of funds from your account to any of your loan accounts with us. By law, we reserve
the right to require at least seven (7) days advance notice prior to making withdrawals.
Interest on Lawyer Account (IOLA) / Interest on Lawyer Trust (IOLTA) Account
This interest bearing checking account is available to attorneys and law firms that receive and
disburse qualified clients' funds. Like a Business Checking Plus Account, interest is calculated
daily on the available funds in the account. The interest earned is credited to the IOLA/IOLTA
account at the end of each month and is then transferred to the state IOLA/IOLTA Fund after
fees, as applicable, have been deducted. We reserve the right to require seven days advance
notice in writing before permitting a withdrawal from this account. The Bank is required by law
to reserve this right but does not presently exercise it. In all other respects, the account operates
like a Business Checking Plus Account and is subject to the same terms and conditions.
Note: Attorneys may also open other escrow accounts, including Business Checking Plus
Accounts and Attorney Trust Money Market Accounts.
Fees
Please see the Fee Schedule for a complete list of any applicable fees.
Rates for Business Checking Plus, IOLA and IOLTA Accounts: Interest rates and Annual
Percentage Yields are determined by the Bank and can change at any time. For current interest
rate and annual percentage yield information, see our Interest Rate sheet for Bank Leumi USA
products.
Interest will be paid on check deposits to these accounts beginning on the date the Bank
receives credit for the funds from the Federal Reserve. This date will be no later than the
second Business Day after the Business Day the check deposit is received. Interest will be
paid on cash deposits beginning on the Business Day the cash deposit is received.
We use the daily balance method to calculate the interest on your account. This method
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applies a daily periodic rate to the principal in the account each day.
When interest begins to accrue, it is computed on a 365 day basis for the actual number of
days your money is on deposit. Interest may be computed using a 366 day basis for a leap
year.
Interest is calculated daily and credited to your account after the close of business on the
last Business Day of your statement cycle, after deducting any amount which we may be
required by law to withhold for income tax purposes. If the account is closed before the
date interest is credited, interest will be paid up to, but not including, the closing date of the
account.
Managed Account Services
These products are designed to support the needs of the legal community, title and escrow
companies, real estate or property management firms and other qualified businesses that either
hold escrow funds or must segregate funds belonging to third parties on whose behalf
professional services are provided (each, a "Client"). All products are intended for businesses
that are required by law and/or generally accepted accounting principles to segregate funds
taken in as part of a normal course of business. These products consist of a single control
account established in your name (the “Control Account”) and one or more linked Client sub-
accounts (each a “Client Account”) opened in the name(s) of the Client(s) you designate. For
each Client Account you will need to provide a Taxpayer Identification Number and tax
certification of the Client that owns the funds. All accounts are subject to the terms and
conditions specific to the account as detailed within this Manual.
Attorney Trust (Escrow) Account
A product intended for attorneys to support compliance with applicable state laws governing
administration of Client trust funds. The Control Account is a non-interest bearing checking
account. Interest bearing Client Accounts may be designated for specific clients or as an
Interest on Lawyer Account (IOLA) / Interest on Lawyer Trust Account (IOLTA).
Deposit Administrator Account
A product intended for businesses that utilize transaction and cash management services
while allowing for the segregation of funds owned by various Clients or allocated to internal
divisions within your business. The Control Account is designated as a non-interest bearing
checking account and the Client Accounts may be non-interest bearing or interest bearing
accounts.
Landlord Rent Security Deposit Account
A product intended to hold and segregate tenant funds maintained as a rental security deposit
(a “Security Deposit Account”). The Control Account is a non-interest bearing checking
account with linked interest bearing Client sub-accounts that allow for the calculation and
payment of security deposit interest to tenants and the collection of landlord fees related to
security deposits as allowed in certain markets.
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Fees
Please see the Fee Schedule for a complete list of any applicable fees.
TERMS AND CONDITIONS
These terms and conditions govern both your Control Account and each of the Client
Accounts linked to the Control Account.
Authorization: You represent, warrant and covenant to the Bank that (i) you are duly
authorized to open and operate each Client Account. (ii) each Client Account is and will be
opened and operated in accordance with the agreements entered into between you and your
Client in connection with a service you are performing for such Client, or if applicable, for the
internal management of your own business (collectively, the "Transaction"), (iii) before
opening any related Client Account, you will have obtained from all necessary parties the
required authorization to open and operate said account, including proper authorization to
make each deposit and withdrawal and to provide tax certifications signed by an authorized
representative of each Client, (iv) and if you are acting as a fiduciary for the Client , either by
agreement or operation of law, that a) you are complying and will continue to comply with
all laws and regulations concerning the fiduciary relationship between you and each Client; b)
you have advised each Client of all Bank fees and other expenses that may be charged to the
Client Account or may otherwise be deducted from such Client's funds, and c) you further
represent and warrant that the fiduciary relationship between you and each Client does not give
rise to any restrictions or prohibitions against charging such fees and other expenses to each
Client.
You further represent and warrant that you will not use any of the accounts or services described
in this Addendum in a manner which violates any federal or state law including without
limitation any sanction or control administered by the Office of Foreign Assets Control or
Bureau of Export Administration.
You further covenant that you will promptly furnish to the Bank such documentation
concerning the Transaction, as requested by the Bank, in form and substance satisfactory
to it, including, without limitation, (i) agreements or other documentation evidencing your
authority to open and operate your Control Account and any related Client Account and, as
may be applicable, to act as a fiduciary for each Client, and (ii) for Transactions other than
those operated by you for internal business management, agreements between you and each
Client disclosing, in form and substance satisfactory to the Bank, any fees or expenses that
the Bank may charge to the applicable Client Account or that may be otherwise deducted
from such Client's funds.
Bank NOT Acting as Escrow Agent: You understand and acknowledge that the Bank is
not acting as an escrow agent or in any other fiduciary capacity with respect to your
Control Account or any related Client Account.
Disputes with respect to Funds in Control or Client Account: The Bank shall have no
responsibility for any dispute between you and any Client or any third party with respect to the
funds deposited in either the Control Account or any Client Account. If you are a partnership,
85
this Manual shall remain in full force and effect despite changes in the parties comprising your
partnership. The term "you" shall include any altered or successor partnership, but the
predecessor partnerships and their partners shall not thereby be released from any liability. The
Bank may require new partners to execute documentation relating to this Manual.
Client Account Tax Information: For each new Client Account, you shall provide to the
Bank, within documentation required by Bank and signed by an authorized representative of
the Client, the name and taxpayer identification number of the party on whose behalf the
account is being opened. You understand that if you fail to do so, the Client Account will be
subject to backup withholding. Any type of Client Account could be subject to back-up
withholding under certain circumstances.
Account Statement: The Bank will provide you with monthly statements, which will show the
current balance as of the date of the statement of your Control Account and each existing Client
Account, and all financial activity for each such account during the month covered by the
statement.
Representations; Indemnity: With respect to any funds deposited in either the Control
Account or any Client Account that belong to a Client, you represent to Bank that: (a) you
are authorized by each Client to benefit from the use of any associated earnings credit and
receive any other financial benefit from the Bank; (b) with respect to a Security Deposit
Account, you are authorized to receive an administrative fee from your Client (where
allowed by local law); (c) you are authorized to permit the Bank to offset fees due to the
Bank from you against funds deposited in either the Control Account or any Client Account
and (d) your use of the earnings credit and your authorization to the Bank to assess bank fees
against funds deposited in either the Control Account or any Client Account and your receipt
of any administrative fee will not violate any contract, law, or regulation. You hereby
indemnify Bank Leumi USA its shareholders, affiliates, directors, officers, employees,
successors and assigns (collectively, the "Parties") and agree to hold the Parties harmless
from and against any and all losses, payments, damages, costs, expenses (including reasonable
legal fees and disbursements), liabilities, claims, actions and suits which the Parties or any of
them may suffer or incur arising out of or in any way relating to, directly or indirectly, (i)
your failure to furnish to the Bank any documentation inform and substance satisfactory to it,
(ii) any misrepresentation made by you in connection with this Manual or any account opened
pursuant to this Manual, (iii) any inaccuracy of any of the information you have provided to
the Bank, or (iv) the Bank's reliance on any representation made by you or any instruction
issued by you or on your behalf, in connection with this Manual or any account opened
pursuant to this Manual. This indemnification shall survive the closure of the control account
and or any linked Client Accounts. In no event shall Bank be liable for any special,
consequential, incidental (including without limitation, court costs and attorney’s fees), indirect,
or punitive losses or damages, whether any claim is based on contract or tort, or whether the
likelihood of such losses or damages was known to the other party and regardless of the form of
the claim or action.
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Information About Time Deposit Accounts
This section of the Manual describes the features of the following time deposit accounts
that are available:
• Fixed Rate Time Deposit Account
• Flexible (3 Year) Time Deposit Account
• Foreign Currency Time Deposit Account
• Prime Rate Time Deposit Account
• One-Year Special Exit Time Deposit Account
• One Year (Callable Quarterly) Time Deposit Account
• Quarterly-Exit One-Year Time Deposit Account
• Special Fixed Rate 15 Month Time Deposit Account
Your account is nontransferable. We use the daily balance method to calculate interest.
This method applies a daily periodic rate to the principal in the account each day. The
minimum balance to open the account is shown on the Time Deposit Characteristics Chart.
Fixed Rate Time Deposit Account
Minimum Opening Deposit
The minimum opening deposit for regular time deposit is $10,000.00. The minimum opening
deposit for jumbo time deposit is $100,000.00.
Interest Rate
This is a fixed rate account. Please call your Bank Leumi USA relationship banker for interest
rate and annual percentage yield for your account. You will be paid this rate until the maturity
date.
To obtain the APY disclosed, you must maintain a minimum balance of $500.00 for regular time
deposit and $100,000.00 for jumbo time deposit.
When Interest Begins To Accrue
Interest begins to accrue on the Business Day we open the account, even if the account opening
deposit contains noncash items (for example, checks). However, if the account opening deposit
contains non-cash items aggregating $100,000.00 or more, interest on the proceeds of those
items begins to accrue on the Business Day that the proceeds become available for our use. We
open the account on the Business Day we receive the properly completed account opening
documentation if received before the posted closing time.
Interest Crediting
Interest is calculated daily.
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Interest is credited at maturity. The annual percentage yield assumes interest remains on deposit
until maturity.
Early Withdrawal Penalties
After the account is opened, you may not make deposits into or withdrawals from the account
until the maturity date without penalty.
By opening the account, you are contracting to keep the principal balance on deposit until the
maturity date. A withdrawal of principal before maturity is an early withdrawal and is allowed
only with our consent. Consent to allow early withdrawal of principal may be given only at the
time you make the request for early withdrawal and is solely within our discretion. However,
upon your death or being declared legally incompetent, we may allow early withdrawal of
principal without penalty.
The penalties for early withdrawal of principal are shown on the Time Deposit Characteristics
Chart near the end of this Manual and provide for forfeiting interest at the interest rate (without
the effect of compounding) being paid at the time of the early withdrawal. An early withdrawal
penalty may require a reduction in principal.
Early withdrawal from Fixed Rate Time Deposits maturing in more than 1 year and up to 5 years
is not allowed for International Accounts.
Automatic Renewal and Grace Period
The account will be automatically renewed at maturity unless you instruct the Bank “do not
renew” at the time you open the time deposit account or subsequently instruct the office
servicing your account not to renew. We may require that the instruction be in writing on a form
used by us for that purpose. You have ten (10) calendar days after the maturity date to withdraw
your funds without penalty. If you withdraw your funds during this ten (10) day period, you will
receive no interest after the maturity date.
We reserve the right not to renew the account. If we exercise this right, we will mail you a notice
before the account matures.
Interest Withdrawal
Interest is credited at maturity.
Fees
Please see the Fee Schedule for any applicable fees.
Special Circumstances
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We do not open accounts with checks drawn on banks outside the United States or with checks
that are not payable in U.S. dollars. We send those checks for collection and will only open the
account upon the check being collected.
Additional funds may not be added to the account after it is opened. However, subject to our
right to decline to open an account, you may open additional accounts.
Flexible (3 year)Time Deposit Account
Minimum Opening Deposit
The minimum opening deposit is $50,000.00. We reserve the right to change the minimum
opening deposit from time to time.
Interest Rate
There are three consecutive interest calculation periods. The interest rate for each and the annual
percentage yield are specified on the Time Deposit Receipt.
The first calculation period starts on the day your account is opened. The first calculation period
ends on the day before the start of the second calculation period.
The second calculation period starts on the first anniversary after your account is opened. If that
day is not a Business Day, the next Business Day is considered the start of that calculation
period. The second calculation period ends on the day before the start of the third calculation
period.
The third calculation period starts on the second anniversary after your account is opened. If that
day is not a Business Day, the next Business Day is considered the start of that calculation
period. The third calculation period ends on the maturity date.
When Interest Begins To Accrue
Interest begins to accrue on the Business Day we open the account, even if the account opening
deposit contains noncash items (for example, checks). However, if the account opening deposit
contains non-cash items aggregating $100,000.00 or more, interest on the proceeds of those
items begins to accrue on the Business Day that the proceeds become available for our use. We
open the account on the Business Day we receive the properly completed account opening
documentation if received before the posted closing time.
Interest Crediting
Interest is calculated daily and credited at the end of each calculation period (or, if that day is not
a Business Day, on the next Business Day). Interest is paid at maturity.
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Principal Withdrawal and Early Withdrawal
By opening the account, you are contracting to keep the principal balance on deposit until the
maturity date. However, at the end of the first or second calculation period (or, if that day is not a
Business Day, the next Business Day) you may withdraw the entire (not a portion) current
principal balance, including all credited interest. The account will be closed upon your
withdrawal of the current principal balance.
In order to make that withdrawal, a written withdrawal request signed by any account holder
must be received at the office servicing your account not later than seven days before the end of
such calculation period (or, if that day is not a Business Day, the next Business Day).
Any other withdrawal of principal before maturity is an early withdrawal and is not permitted.
However, upon your death or being declared legally incompetent, we may allow early
withdrawal of principal without penalty.
No Automatic Renewal
The account will not be automatically renewed at maturity. If you do not renew, you will not be
paid interest after maturity.
Fees
Please see the Fee Schedule for any applicable fees.
Special Circumstances
Additional funds may not be added to the account after it is opened. However, subject to our
right to decline to open an account, you may open additional accounts.
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Foreign Currency Time Deposit Account
Foreign Currency Risk Disclosure
CAUTION: THIS ACCOUNT IS DENOMINATED IN A FOREIGN CURRENCY. IN
OPENING THE ACCOUNT, YOU RISK THAT THE FOREIGN CURRENCY WILL
DECLINE RELATIVE TO THE U.S. DOLLAR RESULTING IN A LOSS OF PRINCIPAL,
OR THAT THE FOREIGN CURRENCY MAY NOT BE CONVERTIBLE INTO U.S.
DOLLARS AT MATURITY DUE TO CIRCUMSTANCES BEYOND OUR CONTROL,
SUCH AS REGULATORY RESTRICTIONS, WAR, OR ANY OTHER FORCE MAJEURE.
THE VOLATILITY OF FOREIGN CURRENCY MARKETS ATTACHES AN ELEMENT OF
RISK TO THIS ACCOUNT. WE SHALL NOT BE RESPONSIBLE OR LIABLE TO YOU IF
THE VALUE OF THE FUNDS CREDITED TO YOUR ACCOUNT DIMINISHES DUE TO
CURRENCY DEPRECIATION OR TAXES. YOU WILL NOT HOLD US LIABLE IF WE OR
YOU ARE UNABLE TO OBTAIN THE FOREIGN CURRENCY, OR ACCESS THERETO,
BECAUSE OF RESTRICTIONS ON CONVERTIBILITY, INVOLUNTARY TRANSFERS,
DISTRAINTS OF ANY CHARACTER, OR ANY OTHER CAUSES WHATSOEVER WHICH
ARE BEYOND OUR CONTROL. YOU WILL REIMBURSE US FOR ALL EXPENSES
INCURRED BY US (INCLUDING OUR REASONABLE ATTORNEY COSTS) ARISING
OUT OF, OR RELATING TO, THOSE ACTIONS.
Minimum Opening Deposit
The minimum opening deposit is $100,000.00. We reserve the right to change the minimum
opening deposit from time to time. Please visit Leumi Online for updated information.
Interest Rate
The interest rate and annual percentage yield for your account are specified on the Time Deposit
Receipt. You will be paid this rate until the maturity date specified on the Time Deposit Receipt.
When Interest Begins To Accrue
Interest begins to accrue on the Business Day we open the account. We open the account on the
second Business Day (for Canadian dollars, the first Business Day) after we receive your U.S.
dollar funds. There may be an additional delay if there is an intervening holiday in the country of
the foreign currency. If the account opening deposit contains a check payable in U.S. dollars
drawn on a bank in the United States, when the funds are considered “received” is governed by
the Funds Availability section in this Manual. A check drawn on a bank outside the United States
or not payable in U.S. dollars is sent for collection and the funds are considered “received” only
upon the check being collected.
Interest Crediting
Interest is calculated daily. Interest is credited at maturity.
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Disbursement at Maturity
Upon maturity, we will disburse the account funds to you through exchanging the foreign
currency for U.S. dollars and crediting the U.S. dollars to the checking, savings, or money
market account with us that you specify, or you may request a U.S. dollar official check or a U.S.
dollar money transfer. You may also request, at least seven Business Days before maturity, a
draft in the foreign currency or, with our consent, a credit to a non-interest bearing account with
us in the foreign currency. You select your option on the Account Application and Receipt or on
a form used by us for that purpose.
Early Withdrawal Penalties
By opening the account, you are contracting to keep the principal balance on deposit until the
maturity date. A withdrawal of principal before maturity is an early withdrawal and is allowed
only with our consent. Consent to allow early withdrawal of principal may be given only at the
time you make the request for early withdrawal and is solely within our discretion. However,
upon your death or being declared legally incompetent, we allow early withdrawal of principal
without penalty.
The penalty for early withdrawal of principal is loss of all interest. Early withdrawal is not
allowed for International Accounts.
Automatic Renewal and Grace Period
The account will be automatically renewed at maturity unless you indicated “do not renew” on
the Time Deposit Receipt at the time the account was opened or at least seven Business Days
before maturity instruct the office servicing your account not to renew. We may require that the
instruction be in writing on a form used by us for that purpose. There is no grace period
following maturity to withdraw funds without penalty.
We reserve the right not to renew the account. If we exercise this right, we will mail you a notice
before the account matures.
Interest Withdrawal
Interest may only be withdrawn at maturity.
Fees
Please see the Fee Schedule for any applicable fees.
Foreign Currencies Available
Currently, Foreign Currency Time Deposit account is available in British Pounds, Canadian
Dollars, Euros, Japanese Yen, Swiss Francs and other convertible currencies. Please visit Leumi
Online from time to time for updated information.
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Special Circumstances
Additional funds may not be added to the account after it is opened. However, subject to our
right to decline to open an account, you may open additional accounts.
Prime Rate Time Deposit Account
Minimum Opening Deposit
The minimum opening deposit is $50,000.00. We reserve the right to change the minimum
opening deposit from time to time and please visit Leumi Online for updated information.
Interest Rate
The interest rate and annual percentage yield for your account are specified on the Time Deposit
Receipt. Your interest rate and annual percentage yield may change from day to day. Your
interest rate will be the Prime Rate published in The Wall Street Journal from day to day minus
the margin indicated on the Time Deposit Receipt.
If more than one Prime Rate is published in The Wall Street Journal on a given day, for that day
the Prime Rate used will be the lowest Prime Rate published in The Wall Street Journal that day.
If The Wall Street Journal ceases publication, the Prime Rate published in The New York Times
will be used instead of the Prime Rate published in The Wall Street Journal.
When Interest Begins To Accrue
Interest begins to accrue on the Business Day we open the account, even if the account opening
deposit contains noncash items (for example, checks). However, if the account opening deposit
contains non-cash items aggregating $100,000.00 or more, interest on the proceeds of those
items begins to accrue on the Business Day that the proceeds become available for our use. We
open the account on the Business Day we receive the properly completed account opening
documentation if received before the posted closing time.
Interest Crediting
Interest is calculated daily.
Interest is at maturity.
Early Withdrawal Penalties
By opening the account, you are contracting to keep the principal balance on deposit until the
maturity date. A withdrawal of principal before maturity is an early withdrawal and is allowed
only with our consent. Consent to allow early withdrawal of principal may be given only at the
time you make the request for early withdrawal and is solely within our discretion. However,
upon your death or being declared legally incompetent, we allow early withdrawal of principal
without penalty.
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The penalties for early withdrawal of principal are shown on the Time Deposit Characteristics
Chart near the end of this Manual and provide for forfeiting interest at the interest rate (without
the effect of compounding) being paid at the time of the early withdrawal. An early withdrawal
penalty may require a reduction in principal.
Early withdrawal is not allowed for International Accounts.
No Automatic Renewal
The account will not be automatically renewed at maturity. If you do not renew, you will not be
paid interest after maturity.
Interest Withdrawal
Interest may be withdrawn periodically.
Fees
Please see the Fee Schedule for any applicable fees.
Special Circumstances
We do not open accounts with checks drawn on banks outside the United States or with checks
that are not payable in U.S. dollars. We send those checks for collection and open the account
upon the check being collected.
Additional funds may not be added to the account after it is opened. However, subject to our
right to decline to open an account, you may open additional accounts.
One-Year Special Exit Time Deposit Account
Minimum Opening Deposit
The minimum balance to open an One-Year Special Exit Time Deposit Account is
$1,000,000.00. All of the funds to open an account must be new money and cannot be
transferred, directly or indirectly, from another account with us.
Maximum Opening Deposit
The maximum opening balance is $20,000,000.00. We apply this maximum as an aggregate to
you and all persons related to you as identified by us.
Interest Rate
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The interest rate and annual percentage yield for the Account are specified on the Time Deposit
Receipt. You will be paid this rate until the maturity date specified on the Time Deposit Receipt.
When Interest Begins To Accrue
Interest begins to accrue on the Business Day we open the account, even if the account opening
deposit contains noncash items (for example, checks). However, if the account opening deposit
contains noncash items aggregating $100,000.00 or more, interest on the proceeds of those items
begins to accrue on the Business Day that the proceeds become available for our use. We open
the account on the Business Day we receive the properly completed account opening
documentation if received before the posted closing time.
Interest Crediting
Interest is calculated daily. We use the daily balance method to calculate interest. This method
applies a daily periodic rate to the principal in the account each day.
If you withdraw the entire current principal balance, at that time (i) your interest at that time will
be credited, and (ii) the account will be closed; otherwise, interest is credited at maturity.
Early Withdrawal Penalties
By opening an Account, you are contracting to keep the opening principal balance on deposit
until the maturity date. HOWEVER, DURING THE NO-PENALTY WITHDRAWAL PERIOD
YOU MAY WITHDRAW THE ENTIRE CURRENT PRINCIPAL BALANCE, OR A
PORTION THEREOF, IF YOU PROVIDE NOTICE OF YOUR WITHDRAWAL ON A FORM
USED BY US FOR THAT PURPOSE NO LATER THAN FIVE (5) BUSINESS DAYS
BEFORE THE WITHDRAWAL DATE (A “CONFORMING WITHDRAWAL NOTICE”).
The “No-Penalty Withdrawal Period” starts on the day in the sixth (6th) calendar month after the
account was opened corresponding to the day of the month in which the account was opened. If
the corresponding day is not a Business Day, the No-Penalty Withdrawal Period starts on the
next Business Day. If there is no corresponding day, the No-Penalty Withdrawal Period starts on
the first Business Day of the next calendar month. For example, if the account was opened
March 31, the No-Penalty Withdrawal Period starts on the first Business Day of October.
A WITHDRAWAL DURING THE NO-PENALTY WITHDRAWAL PERIOD CANNOT BE
MADE WITHIN SIX (6) DAYS OF A PREVIOUS WITHDRAWAL.
A WITHDRAWAL BEFORE THE NO-PENALTY WITHDRAWAL PERIOD IS AN EARLY
WITHDRAWAL AND, IF YOU PROVIDE A CONFORMING WITHDRAWAL NOTICE, IS
ALLOWED WITH AN EARLY WITHDRAWAL PENALTY. The penalty for an early
withdrawal is forfeiture of thirty (30) days’ interest on the withdrawn principal at the interest rate
being paid at the time of the early withdrawal. The early withdrawal penalty may require a
reduction in principal.
EACH WITHDRAWAL, WHETHER BEFORE OR DURING THE NO-PENALTY
WITHDRAWAL PERIOD, SHALL BE NO LESS THAN $100,000. HOWEVER, THE
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REMAINING PRINCIPAL BALANCE MAY BE NO LESS THAN $100,000 UNLESS THE
ENTIRE CURRENT PRINCIPAL BALANCE IS WITHDRAWN AND THE ACCOUNT IS
CLOSED.
A withdrawal without a Conforming Withdrawal Notice is not allowed, even upon your death or
being declared legally incompetent.
Once we receive a Conforming Withdrawal Notice, it may be cancelled only with our consent.
No Automatic Renewal
The Account will not be automatically renewed at maturity. If you do not renew, you will not be
paid interest after maturity.
Interest Withdrawal
You may not withdraw interest until maturity, unless you withdraw the entire principal balance,
in which case, you will be credited any interest that has accrued up to that time and you may
withdraw that interest too and your account will be closed.
Fees
Please see the Fee Schedule for any applicable fees.
Special Circumstances
We do not open an Account with checks drawn on banks outside the United States or with
checks that are not payable in U.S. dollars until the funds are collected. We send those checks for
collection and open the Account upon the check being collected.
Additional funds may not be added to the account after it is opened. However, subject to our
right to decline to open an account, you may open an additional account.
You will notify us promptly in writing of any change of address. NOTICES TO US,
INCLUDING CONFORMING WITHDRAWAL NOTICES, BY YOU ARE TO BE SENT IN
WRITING (NOT BY E-MAIL OR E-MAIL ATTACHMENT) TO THE OFFICE SERVICING
THE ACCOUNT. Notices to you by us may be sent by ordinary mail addressed to you at your
last address shown on our records. If the Account is a joint account, notices sent to that address
are effective notice to each of you.
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One-Year Callable Quarterly Time Deposit Account
Minimum Opening Deposit
The minimum opening deposit is $1,000,000.00. We reserve the right to change the minimum
opening deposit from time to time and please visit Leumi Online for updated information.
Maximum Opening Deposit
The maximum opening balance is $10,000,000. We apply this maximum as an aggregate to you
and all persons related to you as identified by us.
Interest Rate
The interest rate and annual percentage yield for the Account are specified on the Time Deposit
Receipt. You will be paid this rate until the maturity date specified on the Time Deposit Receipt.
When Interest Begins To Accrue
Interest begins to accrue on the Business Day we open the Account, even if the Account opening
deposit contains noncash items (for example, checks). However, if the Account opening deposit
contains noncash items aggregating $100,000.00 or more, interest on the proceeds of those items
begins to accrue on the Business Day that the proceeds become available for our use. We open
the Account on the Business Day we receive the properly completed account opening
documentation if received before the posted closing time.
Interest Crediting
Interest is calculated daily. It is credited on the Maturity Date.
Quarterly Calls
We may redeem your Account on any Quarterly Anniversary Date as to which we provide
you notice of our intent to redeem, and on which we make payment to you of the principal
amount thereof which we hold for you together with accrued interest. This day is referred to as
the "Redemption Date."
The "Quarterly Anniversary Date" is the day in the third, sixth, and ninth calendar month after
the Account was opened corresponding to the day of the month in which the Account was
opened. If the corresponding day is not a Business Day, the Quarterly Anniversary Date is
adjusted to the preceding Business Day. If there is no corresponding day, the Quarterly
Anniversary Date is the preceding Business Day. For example, if the Account was opened March
31, (i) the first Quarterly Anniversary Date is June 30 if that day is a Business Day or if not a
Business Day adjusted to the preceding Business Day; (ii) the second Quarterly Anniversary
Date is September 30 if that day is a Business Day or if not a Business Day adjusted to the
preceding Business Day; and (iii) the third Quarterly Anniversary Date is December 31 if that
day is a Business Day or if not a Business Day adjusted to the preceding Business Day.
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Notice of our intent to redeem is effective if we make a reasonable effort, which may be by
telephone, to inform you no later than seven days before the date as to which we intend to
redeem.
Early Withdrawal Penalties
The penalty for early withdrawal is forfeiture of 90 days' interest on the withdrawn principal at
the interest rate being paid at the time of the early withdrawal. The early withdrawal penalty
may require a reduction in principal.
No Automatic Renewal
The account will not be automatically renewed at maturity. If you do not renew, you will not be
paid interest after maturity.
Interest Withdrawal
Interest may only be withdrawn at maturity.
Fees
Please see the Fee Schedule for any applicable fees.
Special Circumstances
We do not open an Account with checks drawn on banks outside the United States or with
checks that are not payable in U.S. dollars. We send those checks for collection and open the
Account upon the check being collected.
Additional funds may not be added to the account after it is opened. However, subject to our
right to decline to open an account, you may open an additional account.
You will notify us promptly in writing of any change of address. NOTICES TO US,
INCLUDING CONFORMING WITHDRAWAL NOTICES, BY YOU ARE TO BE SENT IN
WRITING (NOT BY E-MAIL OR E-MAIL ATTACHMENT) TO THE OFFICE SERVICING
THE ACCOUNT. Notices to you by us may be sent by ordinary mail addressed to you at your
last address shown on our records. If the Account is a joint account, notices sent to that address
are effective notice to each of you.
Quarterly-Exit One-Year Time Deposit Account
Minimum Opening Deposit
The minimum opening deposit is $1,000,000.00. We reserve the right to change the minimum
opening deposit from time to time and please visit Leumi Online for updated information.
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Interest Rate
The interest rates and annual percentage yields for the principal balance withdrawn on the
first, second, or third Access Date are specified on the Time Deposit Receipt. The interest rate
and annual percentage yield for the principal balance paid on the maturity date are also specified
on the Time Deposit Receipt.
When Interest Begins To Accrue
Interest begins to accrue on the Business Day we open the Account, even if the Account opening
deposit contains noncash items (for example, checks). However, if the Account opening deposit
contains noncash items aggregating $100,000.00 or more, interest on the proceeds of those items
begins to accrue on the Business Day that the proceeds become available for our use. We open
the Account on the Business Day we receive the properly completed account opening
documentation if received before the posted closing time.
Interest Crediting
Interest is calculated daily. Interest is credited at maturity unless you request withdrawal of
entire principal balance on an Access Date under the procedure described in the section
entitled Early Withdrawals below.
Early Withdrawals
An "Access Date" is the day in the third, sixth, or ninth calendar month after the Account
was opened corresponding to the day of the month in which the Account was opened. If the
corresponding day is not a Business Day, the Access Date is adjusted to the first preceding
Business Day. If there is no corresponding day, the Access Date is adjusted to the first preceding
Business Day.
For example, if the Account was opened January 31, (1) the first Access Date is April 30 if that
day is a Business Day (the first Access Date is adjusted to the first Business Day preceding
April 30 if April 30 is not a Business Day); (2) the second Access Date is July 31 if that day
is a Business Day (the second Access Date is adjusted to the first Business Day preceding July
31 if July 31 is not a Business Day); and (3) the third Access Date is October 31 if that day
is a Business Day (the third Access Date is adjusted to the first Business Day preceding
October 31 if October 31 is not a Business Day).
ON EACH ACCESS DATE YOU MAY WITHDRAW THE ENTIRE CURRENT
PRINCIPAL BALANCE, OR A PORTION THEREOF, IF YOU PROVIDE NOTICE OF
YOUR WITHDRAWAL ON A FORM USED BY US FOR THAT PURPOSE NO LATER
THAN FIVE BUSINESS DAYS BEFORE THE ACCESS DATE (A “CONFORMING
WITHDRAWAL NOTICE”).
EACH WITHDRAWAL SHALL BE NO LESS THAN $100,000. IF THERE IS A
REMAINING PRINCIPAL BALANCE AFTER THE WITHDRAWAL, IT MAY BE NO LESS
THAN $100,000.00.
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A withdrawal without a Conforming Withdrawal Notice is not allowed, even upon your death or
being declared legally incompetent.
Once we receive a Conforming Withdrawal Notice, it may be cancelled only with our consent.
If you withdraw the entire current principal balance, at that time (i) interest is credited, and (ii)
the Account is closed.
No Automatic Renewal
The Account will not be automatically renewed at maturity. If you do not renew, you will not be
paid interest after maturity.
Interest Withdrawal
Interest withdrawal is not allowed prior to maturity unless you submit a Conforming Withdrawal
Notice five Business Days before the Access Date requesting withdrawal of the entire current
principal balance.
Fees
Please see the Fee Schedule for any applicable fees.
Special Circumstances
We do not open an Account with checks drawn on banks outside the United States or with
checks that are not payable in U.S. dollars. We send those checks for collection and open the
Account upon the check being collected.
Additional funds may not be added to the account after it is opened. However, subject to our
right to decline to open an account, you may open an additional account.
You will notify us promptly in writing of any change of address. NOTICES TO US,
INCLUDING CONFORMING WITHDRAWAL NOTICES, BY YOU ARE TO BE SENT IN
WRITING (NOT BY E-MAIL OR E-MAIL ATTACHMENT) TO THE OFFICE SERVICING
THE ACCOUNT. Notices to you by us may be sent by ordinary mail addressed to you at your
last address shown on our records. If the Account is a joint account, notices sent to that address
are effective notice to each of you.
Special Fixed Rate 15 Month Time Deposit Account
Minimum Opening Deposit
The minimum opening deposit is $200,000.00. We reserve the right to change the minimum
opening deposit from time to time and please visit Leumi Online for updated information.
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Maximum Opening Deposit
The maximum opening deposit is $5,000,000.00. We reserve the right to change the maximum
opening deposit from time to time and please visit Leumi Online for updated information.
New Money
This product is available only for new money. Funds cannot be transferred, directly or indirectly,
from another account with us.
We debit your checking or money market account to open Your Time Deposit. Accordingly, at
the time we open your Time Depos1t you are required to have with us a checking or money
market account with adequate available funds representing new money and identify that account
on the Application.
The minimum balance to open a checking or money market account IS $500.00. During the
term of your Time Deposit there
Interest Rate
The interest rate and annual percentage yield for the Account are specified on the Time Deposit
Receipt. You will be paid this rate until the maturity date specified on the Time Deposit Receipt.
When Interest Begins To Accrue
Interest begins to accrue on the day we open your Time Deposit.
Interest Crediting
Interest is calculated daily.
Early Withdrawal Penalties
The penalty for an early withdrawal of principal is forfeiture of 180 days' interest on the
withdrawn principal at the interest rate being paid at the time of the early withdrawal. An early
withdrawal penalty may require a reduction in principal.
No Automatic Renewal
Your Time Deposit will not be automatically renewed at maturity. The proceeds of your matured
Time Deposit will be transferred to the account indicated on your Time Deposit Receipt or on a
form used by us for that purpose.
Interest Withdrawal
Interest is paid at maturity.
Fees
Please see the Fee Schedule for any applicable fees.
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Special Circumstances
We do not open an Account with checks drawn on banks outside the United States or with
checks that are not payable in U.S. dollars. We send those checks for collection and open the
Account upon the check being collected.
Additional funds may not be added to the account after it is opened. However, subject to our
right to decline to open an account, you may open an additional account.
You will notify us promptly in writing of any change of address. NOTICES TO US,
INCLUDING CONFORMING WITHDRAWAL NOTICES, BY YOU ARE TO BE SENT IN
WRITING (NOT BY E-MAIL OR E-MAIL ATTACHMENT) TO THE OFFICE SERVICING
THE ACCOUNT. Notices to you by us may be sent by ordinary mail addressed to you at your
last address shown on our records. If the Account is a joint account, notices sent to that address
are effective notice to each of you.
Time Deposit Characteristics Charts
Characteristics Chart for Time Deposits Accounts (Domestic)
Time
Deposit Maturity
Minimum Opening
Balance $
Early Withdrawal Penalty
Number of Days’ Interest
Fixed
Rate
7 Days to Less Than 32 Days
10,000
All interest Earned
32 Days to Less Than 6
Months 30
6 Months to Less Than 1
Year 45
1 Year to Less Than 4 Years 180
4 Years to 5 Years 270
Flexible 3 Years 50,000 Early Withdrawal Not Allowed*
Foreign Currency**
3, 6, or 12 Months
Britain (Pound)
100,000 All Interest Earned
Canada
(Dollar)
Euro
Japan (Yen)
Switzerland
(Franc)
Other Convertible
Currencies
Prime Rate
1 Year 50,000 180
One-Year Special Exit 1 Year $1,000,000 30***
One-Year (Callable
Quarterly) 1 Year $1,000,000 90
Quarterly-Exit One-Year 1 Year $1,000,000 Early Withdrawal Not
Allowed****
Special Fixed Rate 15 Month 15 Months $200,000 180
* No penalty for the withdrawal of the entire principal balance at the end of the first or second Calculation Period. See
Additional Terms Applicable to Flexible Time Deposit Accounts.
** Availability is dependent on market conditions. Minimum opening balance is U.S. dollar equivalent. *** No penalty for the withdrawal during the “No-Penalty Withdrawal Period.” See Additional Terms Applicable to One-Year
Special Exit Time Deposit Accounts.
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**** Early withdrawal is not allowed except on a set quarterly “Access Date.” See Additional Terms Applicable to Quarterly Exit
One-Year Time Deposit Accounts.
Characteristics Chart for Retirement Time Deposit Accounts (IRA, SEP, Keogh)
Time Deposit
Maturity Minimum Opening Balance
$
Early Withdrawal Penalty* Number of Days’ Interest
Fixed Rate 6 Months
2,000
45
1, 2, or 3 Years 180
4 or 5 Years 270
Special Fixed Rate 15 Month 15 Months $200,000 180
* No penalty if attained age is older than 59 1/2.
Characteristics Chart for Time Deposits Accounts (International)
Time Deposit Maturity Minimum Opening Balance $ Early Withdrawal Penalty Number of
Days’ Interest
Fixed Rate 7 Days to Less Than 32 Days 10,000 All Interest Earned
Fixed Rate
32 Days to Less Than 6 Months
10,000
30
6 Months to Less Than 1 Year 45
1 Year and 1 Day to 5 Years Early Withdrawal Not Allowed
Flexible 3 Years 100,000 Early Withdrawal Not Allowed*
Foreign Currency** 3, 6, or 12 Months
Britain
(Pound)
100,000 Early Withdrawal Not Allowed
Canada (Dollar)
Euro
Japan
(Yen)
Switzerland (France)
Other Convertible
Currencies
Prime
Rate 1 Year 100,000 Early Withdrawal Not Allowed
One-Year Special
Exit 1 Year $1,000,000 30***
One-Year
(Callable
Quarterly)
1 Year $1,000,000 90
Quarterly-Exit
One-Year 1 Year $1,000,000 Early Withdrawal Not Allowed****
Special Fixed Rate
15 Month 15 Months $200,000 180
* No penalty for the withdrawal of the entire principal balance at the end of the first or second Calculation Period. See section entitled “Flexible (3-Year) Time Deposit Accounts” above.
Availability is dependent on market conditions. Minimum opening balance is U.S. dollar equivalent.
*** No penalty for the withdrawal during the “No-Penalty Withdrawal Period.” See section entitled “One-Year Special Exit Time Deposit Accounts” above.
****Early withdrawal is not allowed except on a set quarterly “Access Date.” See section entitled “Quarterly Exit One-Year Time Deposit
Accounts” above.
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Information About Investment Account
General Terms
You may request that the Bank establish for you an investment account (the “Investment
Account”) for the securities you may select from time to time (, and that the Bank acquire, hold,
and/or dispose of any or all of the securities, pursuant to your instructions, subject to the terms of
this section (the “Investment Account Agreement”). The Bank will open and maintain the
Investment Account for both domestic and international clients only if you also maintain with the
Bank one or more transaction Deposit Accounts (the “Related Account”).
You may review your Investment Account statements, your holdings and their current market
value, and your transaction history through Leumi Online.
Purchase and Sale of Securities
We are instructed and authorized to acquire in the Bank’s name, but for the benefit of your
Investment Account and at your sole risk, the securities selected by you from time to time. The
instruction may be given by anyone authorized to sign on the related checking account.
No Investment Advice and Non-Insured Product
Neither the Bank nor its officers or employees provide investment advice relating to the purchase
or sale of any foreign currencies or securities. Investment advice is available through LISI, a
registered investment advisor and broker dealer.
Investment products are offered through Leumi Investment Services Inc. (“LISI”), member
FINRA and SIPC. Accounts are carried by Pershing LLC, member FINRA, NYSE, SIPC. LISI is
a subsidiary of Bank Leumi USA and Bank Leumi USA is a subsidiary of Bank Leumi Le-Israel
B.M.
THE SECURITIES TRANSACTIONS AND POSITIONS COVERED IN THIS MANUAL (i)
ARE NOT INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION, (ii)
ARE NOT DEPOSITS OR OTHER OBLIGATIONS OF, OR GUARANTEED BY, BANK
LEUMI USA OR ANY OTHER U.S. BANK, AND (iii) ARE SUBJECT TO INVESTMENT
RISKS, INCLUDING POSSIBLE LOSS OF THE PRINCIPAL AMOUNT INVESTED.
Bank as Agent
We will act solely as your agent in the acquisition, holding, or disposition of the securities, and
the securities will be acquired, held, and disposed of at your sole risk. To the extent we consider
necessary or advisable, we are authorized to contract with others as subagents to provide any or
all of the services which it is contemplated we will provide.
The Bank’s only obligation in disposing of the securities is to pay you the proceeds thereof that
have been credited to the Bank in available funds at our New York Branch, less any applicable
fees and expenses.
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The decision to acquire, hold, and dispose of the securities will be made by you following your
consideration of the risks involved, including (without limitation) the risks referred to in this
paragraph, and you acknowledge that the Bank has made no representations or warranties to you
relating to any such risks.
You further acknowledge that you are a sophisticated investor able to evaluate the merits and
risks of all investments in the securities and are able to bear the economic risk of these kinds of
investments.
Designated Agent with Limited or Full Trading Authorization. Through an agent you
designate, by providing us with a duly executed statutory power of attorney form, you may
provide instructions to acquire, hold, or dispose of the securities. The agent’s authority may be
limited to conducting securities and investment transactions and not banking transactions.
Telephone and Facsimile Requests for Securities Transactions. You may submit securities
transaction instructions in accordance with the terms of the section of this Manual entitled
“Transaction Instructions Transmitted by Telephone, Facsimile or Email.”
Roll Over. Unless you (or, your agent if you designate an agent) notify the Bank to the contrary,
(i) short-term debt obligations such as U.S. Treasury bills or comparable securities issued by a
foreign government or promissory notes issued regularly by the obligor, and (ii) time deposits in
other banks, are rolled over at maturity. If your (or, if you designate an agent, your agent’s)
instructions concerning the rollover of maturing securities do not reach us at least one week
before maturity, we are instructed and authorized to determine, at our option, whether to roll over
the securities.
Transaction Settlement; Crediting and Debiting Account. You authorize us to debit the Related
Account you maintain with us to settle for purchased securities held for the Investment Account.
Credit shall be entered in the Related Account for the proceeds of maturing securities and sales
of, or distributions on, securities held for the Investment Account. However, the credit is
provisional and may be reversed if a charge back is made to the Bank or the Bank does not
receive good delivery. If there are insufficient available funds in the Related Account, the Bank
may (but is not required to debit either (i) the Related Account, resulting in use of uncollected
funds or in an overdraft, as the case may be, in the Related Account, or (ii) any other U.S.
currency, or non-U.S. currency, account you maintain with the Bank. Upon the Bank
committing itself to acquire securities for the Investment Account which acquisition
contemplates a debit to an account at settlement, you authorize us to place a hold on (1) the
Related Account, or (2) if there are insufficient available funds in the Related Account, any other
U.S. currency, or non-U.S. currency, account you maintain with the Bank, in each case in an
amount equal to the Bank’s reasonable estimate of the amount of the prospective debit.
Respecting securities denominated in non-U.S. currencies, you instruct and authorize us to
convert funds into and out of the currency in which the securities are denominated at the Bank’s
standard exchange rates and for the Bank’s customary fees.
Purchase Securities Through Bank or Executing Broker. Upon our acceptance of your order
for the purchase of a security, such purchase may be transacted through the Bank or through an
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executing broker, where the Bank acts as introducing agent or riskless principal. The Bank is
authorized (but not required) to place a hold on Deposit Accounts, Investment Accounts, one of
the accounts you maintain through the Bank in an aggregate an amount not exceeding our
estimate of the greater of the purchase price, of the security, or your obligation to the Bank
arising out of the security. If there are insufficient available funds in your deposit accounts, the
Bank may decline the purchase or, if the Bank chooses to proceed with the purchase, the Bank is
authorized (but not required) to debit any Deposit Account even if the debit results in use of
uncollected funds or in an overdraft. The Bank will forward instructions for purchases and sales
through an executing broker where the Bank acts as introducing agent or riskless principal. The
Bank undertakes no responsibility for execution of the instructions.
Income on Investment Transactions. The Bank may collect any income relating to the securities
and in its discretion either (a) reinvest the income in the Investment Account in accordance with
the terms of these provisions, or (b) quarterly or monthly convert the income into U.S. dollars (if
the income is collected in a non-U.S. currency) and transfer the proceeds to the Related
Account(s).
Security
You acknowledge and agree that as collateral for the Liabilities, including without limitation
those incurred or created in connection with this Investment Account Agreement and the
Discretionary Advance Agreement, you pledge, assign, transfer, and grant a security interest in
and delivers to Bank all of your right, title, and interest in and to (a) the Collateral, as described
in the section of this Manual entitled “Security Interest in Property and Bank’s Rights Therein”
hereof and (b) the Credit Collateral, as described in the Discretionary Advance Agreement set
forth below in this Investment Account Agreement.
For Collateral or Credit Collateral that is jointly owned, each joint owner consents to the granting
of the security interest in such Collateral or Credit Collateral, as applicable, in their execution of
the corresponding account documentation.
Extension of Credit Guaranteed by You
Upon your written request, the Bank will review your accounts and any all other documents and
information reasonably requested by the Bank to determine, in its sole and absolute discretion,
whether you are eligible to guaranty the obligations owed to the Bank by certain Related Parties
(as hereinafter defined). This section of the Investment Account Agreement, hereinafter this
“Guaranty”, as further supplemented by the terms set forth under each Credit Supplement (as
defined on Schedule A to the Discretionary Advance Agreement) documents certain additional
terms and conditions that govern such guaranty.
In consideration of financial accommodations given or to be given or continued to any Related
Party by the Bank, and the benefits to be obtained therefrom by you, you irrevocably and
unconditionally guarantee to the Bank, payment when due, whether by acceleration or otherwise,
of any and all liabilities of each Related Party to the Bank, in the aggregate at any one time
outstanding plus all interest thereon, plus such withholding tax liability as the Bank may have as
a conduit entity under Internal Revenue Code section 7701 and all attorneys' fees, costs and
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expenses of collection incurred by the Bank in enforcing any of such liabilities (collectively, the
“Guaranteed Obligations”). The term "Guaranteed Obligations" shall include all liabilities,
direct or indirect, absolute or contingent, joint, several or independent, secured or unsecured,
liquidated or unliquidated, contractual or tortious of any Related Party now or hereafter existing,
due or to become due to, or held or to be held by, the Bank for its own account or as agent for
another or others, whether created directly or acquired by assignment or otherwise.
The guaranty set forth in this section is a guaranty of payment and not of collection.
In order to induce the Bank to make loans or advances to or otherwise extend credit to the
Related Parties, you agree that all payments to be made to the Bank, by you, on account of such
loans, advances or extensions of credit, or on account of this Guaranty whether for principal,
interest or otherwise, shall be made without set-off or counterclaim, free and clear of, and
without deduction for or on account of, any present or future Foreign Taxes (as hereinafter
defined). It is further agreed that if any Foreign Taxes are required to be withheld from any
amounts payable to the Bank or if the Bank itself is required to pay any Foreign Taxes in
connection with such loans, advances, extensions of credit or payments made thereon or on this
Guaranty, the Bank, may, in its sole discretion, (a) increase the amounts payable by you to the
Bank and to the extent necessary to yield to the Bank (after payment of all Foreign Taxes) the
full amounts which the Bank would have received had the payments not been subject to Foreign
Taxes, and/or (b) debit any of your accounts, in an amount equal to the required payment for
Foreign Taxes.
The Bank may at any time and from time to time (whether or not after revocation or termination
of this guaranty) without the consent of, or notice to, the undersigned, without incurring
responsibility to you, without impairing or releasing the obligations of you hereunder, upon or
without any terms or conditions and in whole or in part:
(1) change the manner, place or terms of payment, and/or change or extend the time of payment
of, renew or alter, any liability of any Related Party, any security therefor, or any liability
incurred directly or indirectly in respect thereof, and the guaranty herein made shall apply to the
liabilities of such Related Party as so changed, extended, renewed or altered;
(2) sell, exchange, release, surrender, substitute, realize upon or otherwise deal with in any
manner and in any order any property by whomsoever at any time pledged or mortgaged to
secure, or howsoever securing, the liabilities hereby guaranteed or any liabilities (including any
of those hereunder) incurred directly or indirectly in respect thereof or hereof, and/or any offset
thereagainst;
(3) exercise or refrain from exercising any rights against any Related Party or others (including
you), or any security or otherwise act or refrain from acting;
(4) settle or compromise any liability hereby guaranteed, any security therefor or any liability
(including any of those hereunder) incurred directly or indirectly in respect thereof or hereof, and
may subordinate the payment of all or any part thereof to the payment of any liability (whether
due or not) of any Related Party to creditors of such Related Party other than the Bank and you;
and
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(5) apply any sums by whomsoever paid or howsoever realized to any liability or liabilities of
any Related Party Borrower to the Bank regardless of what liability or liabilities of the Borrower
remain unpaid.
No failure by the Bank to file, record or otherwise perfect any lien or security interest, nor any
improper filing or recording, nor any failure by the Bank to insure or protect any security nor any
other dealing (or failure to deal) with any security by the Bank, shall impair or release the
obligations of you under this Guaranty.
No invalidity, irregularity or unenforceability of all or any part of the liabilities hereby
guaranteed or of any security therefor shall affect, impair or be a defense to this guaranty, and
this guaranty is a primary obligation of the undersigned.
This Guaranty is a continuing one and all liabilities to which it applies or may apply under the
terms hereof shall be conclusively presumed to have been created in reliance hereon. This
Guaranty shall continue until written notice of revocation signed by you, or until written notice
of your death (which shall be deemed a notice of revocation hereunder) shall in each case have
been actually received by the Bank, notwithstanding a revocation by, or the death of, or complete
or partial release for any cause of any one liable in any manner for the liabilities hereby
guaranteed or for the liabilities (including those hereunder) incurred directly or indirectly in
respect thereof or hereof, and notwithstanding the dissolution, termination or increase, decrease
or change in personnel, management, shareholders or members of any one or more of you which
may be corporations, partnerships or other entities. Written notice as above provided shall be the
only means of revocation or termination of this Guaranty, notwithstanding the fact that for
periods of time there may be no outstanding liabilities of the Related Parties. No revocation or
termination hereof shall affect in any manner the effectiveness and applicability of this Guaranty,
or any rights of the Bank or your obligations hereunder, with respect to (a) Guaranteed Liabilities
which shall have been created, contracted, assumed or incurred prior to receipt by the Bank of
written notice of such revocation or termination, (b) all extensions, renewals or modifications of
any of the liabilities referred to in (a) above made after receipt by the Bank of such written
notice, or (c) liabilities of any Related Party which shall have been created, contracted, assumed
or incurred after receipt by the Bank of such written notice pursuant to any contract entered into
by the Bank prior to its receipt of such notice or which are otherwise related to or connected with
liabilities of the Related Party theretofore arising or transactions theretofore entered into.
The Bank at all times and from time to time shall have the right to require you to deliver to the
Bank as collateral for the Guaranteed Obligations, collateral security, original or additional,
satisfactory to the Bank.
You hereby waive (a) promptness, diligence, notice of acceptance and any other notice with
respect to any of the Guaranteed Obligations and this Guaranty and any requirement that the
Bank exhaust any right or take any action against any Related Party, other guarantors, any other
person or entity or any collateral, and (b) all defenses under applicable law (other than the
defense of payment) that would, but for this clause (b), be available to you as a defense against
or a reduction or limitation of your liabilities under this Guaranty.
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Any and all of your rights and claims against any Related Party or any of its property or against
any other person, arising by reason of any payment by you to the Bank pursuant to the
provisions, or in respect, of this Guaranty shall be subordinate, junior and subject in right of
payment to the prior and payment in full of the Guaranteed Obligations to the Bank, and until
such time, you shall have no right of subrogation, contribution or any similar right and hereby
waives any right to enforce any remedy the Bank may now or hereafter have against any Related
Party, any endorser or any other guarantor of all or any part of the Guaranteed Obligations and
any right to participate in, or benefit from, any security given to the Bank to secure the
Guaranteed Obligations.
If any credit extended from time to time by us to you, or to a third party and guaranteed by you,
is in default, we are authorized to dispose of any Collateral to the extent necessary to repay such
indebtedness and then to apply the proceeds against such indebtedness.
Custody Service
The Bank shall hold in custody those securities acquired (through purchases or otherwise) for the
Investment Account and other assets you deliver to the Bank or its agent for the Investment
Account. The Bank may use one or more subcustodians. Custody services may include (i)
receiving proceeds upon maturity, sale, or other disposition of the securities or receiving interest
or dividend payments, or other distributions, relating to the securities and remitting such
proceeds, payments, or distributions to the Bank, (ii) delivering securities, and (iii) receiving, or
searching for, “call” or other notices relating to the securities held in custody. If the
subcustodian was selected by the Bank in good faith, the Bank shall not be liable for the acts,
omissions or insolvency of any such subcustodian, except the acts and omissions of the affiliates
of the Bank. If you assert a claim against a subcustodian for which the Bank will not be liable
under this paragraph, you will hold the Bank harmless against any claim the subcustodian may
assert against the Bank relating to, or arising out of, the claim you assert against the
subcustodian. In no event will the Bank’s liability in using a subcustodian exceed the
subcustodian’s liability to the Bank. The fees for the Bank’s services as custodian are set forth in
our fee schedule.
Investment Account Fees and Expenses
The fees that may be imposed in connection with your Investment Account are indicated on the
Fee Schedule. The Bank will also be entitled to payment for all out-of-pocket expenses and all
taxes and other liabilities incurred by the Bank in connection with the Investment Account(s), as
and when incurred, including, without limitation, all expenses incurred by the Bank (including
the fees, charges and disbursements of counsel and any local counsel deemed necessary by the
Bank), in connection with the enforcement or protection of its rights (x) under the Discretionary
Advance Agreement and the other Loan Documents, or (y) in connection with the Advances
made hereunder, including all expenses incurred during any workout, restructuring or
negotiations in respect of such Advances. The Bank may charge the Related Account(s) and/or
any other account(s) for all such fees, expenses, taxes, and other liabilities, without prior notice
to or consent by you. To the extent the Bank has not been paid by charging the Related
Account(s) or other accounts(s), you agree to pay the Bank upon demand for all such fees,
expenses, taxes, and other liabilities.
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Tax
You will comply with all applicable laws of the United States, file all applicable reports and
returns, and such other information as may be required. If the Bank is required by law to file a
tax return, you will pay the Bank a fee to be determined by the Bank based upon the work
involved for the Bank’s services to prepare and file any return. You understand that the Bank
has not provided, and will not provide any legal or tax advice to you. Furthermore, the Bank has
advised you to seek such advice from your attorney, accountant, and/or tax advisor.
Any and all payments by or on account of any your obligations under the Discretionary Advance
Agreement and the Guaranty shall be made without deduction or withholding for any taxes,
except as required by applicable law. If any taxes are required by the U.S. Internal Revenue
Code of 1986 to be withheld or deducted, you shall pay such additional amounts or deliver such
further cash or securities as necessary to result in the Bank receiving the same amounts of money
as it would have if no such taxes had been required to be withheld or deducted; provided,
however, that you shall not be required to pay such additional amounts or deliver such further
cash or securities on account of taxes imposed on or measured by the Bank’s overall net income
that are imposed by a jurisdiction where the Bank is a tax resident, unless such taxes would not
have been imposed on the Bank but for the mere receipt of payment from you.
The Bank is authorized to withhold taxes from any payment or transfer made hereunder and
remit such taxes to the relevant taxing authorities to the extent required by law, and shall not pay
any additional amounts in respect of any withheld amounts.
Limitation of Liability
Except for actual damages caused solely by the Bank’s fraudulent act or willful misconduct, the
Bank will not be liable for (i) any depreciation, currency exchange losses, or loss in value of the
securities, or for any action or inaction taken pursuant to your instructions, (ii) any act or
omission of any sub-agent (including a broker) selected by the Bank in good faith relating to, or
arising out of, the acquisition, holding, or disposition of the securities, or the conversion of funds
into and out of the currency in which the securities are denominated, or (iii) damages of any kind
for any act or omission relating to any of these provisions or this Manual, including (without
limitation) incidental consequential or punitive damages, even if the Bank was aware of the
possibility of those damages. If you assert a claim against a subagent for which the Bank will
not be liable under this paragraph, you will hold the Bank harmless against any claim the
subagent may assert against the Bank relating to, or arising out of, the claim you assert against
the subagent.
We will not be liable for any act or omission by any subagent, broker, or similar agent selected
by us in good faith in connection with (i) the acquisition, holding, or disposition of the securities;
or (ii) the conversion of funds into and out of the currency in which a securities is denominated.
Any information furnished by us will be obtained from sources which we believe to be reliable,
but we do not accept responsibility for the accuracy of such information. We will not be liable
for any loss as a result of any action taken respecting the Investment Account based on
information we act upon. We will not be liable for damages of any kind, including incidental,
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consequential, or punitive damages, regardless of their cause or whether we were aware of the
possibility of those damages.
We will not be liable for any deduction for taxes, levies, or otherwise from the securities, for any
blockage, confiscation, or expropriation, limitation of transferability, or any other action by any
government authority, de facto or de jure, which affects, or in our opinion may affect, the
securities or for any other occurrence or condition beyond our control. Moreover, if a financial
institution or other Entity in the home country of the issuer of an securities does not fulfill its
commitments or fulfills them only partially, or if it cannot meet its obligations due to
bankruptcy, insolvency, or other impairment, transfer restrictions, expropriation, or foreign
exchange controls imposed in the home country of the issuer or in the United States, our sole
obligation is to assign to you the claim held by us on your behalf. Thereafter, we will be under
no obligation to perform any other services in that respect.
Information About Discretionary Advance Agreement
Upon your written request, the Bank will review your Investment Account and any all other
documents and information reasonably requested by the Bank to determine, in its sole and
absolute discretion, whether you are eligible to obtain credit advances. This section of the
Investment Account Agreement, hereinafter the “Discretionary Advance Agreement”, as further
supplemented by the terms set forth under each Credit Supplement (as defined on Schedule A
hereto) that documents certain additional terms and conditions that govern the applicable
Advance. To the extent of any conflict or inconsistency between the Discretionary Advance
Agreement and the applicable Credit Supplement, the provisions of the Discretionary Advance
Agreement shall govern.
YOU ARE PROHIBITED FROM USING ANY PORTION OF THE LOAN PROCEEDS
PROVIDED TO YOU UNDER THIS DISCRETIONARY ADVANCE AGREEMENT FOR
THE PURPOSE OF PURCHASING, CARRYING OR OTHERWISE INVESTING IN
“MARGIN STOCK”, AS SUCH TERM IS DEFINED UNDER REGULATION U OF THE
BOARD OF GOVERNORS OF THE FEDERAL RESERVE SYSTEM.
1. Advances.
a. Uncommitted Advances. The Bank may, IN ITS SOLE DISCRETION, make revolving
loans in U.S. dollars to you (each such loan, an “Advance”, and collectively, the
“Advances”), from time to time, on any Business Day from the date hereof until the
Termination Date (as defined in Section 3 below). You acknowledge that this Discretionary
Advance Agreement does not constitute a commitment by the Bank to make any Advances.
b. Limits on Advances. To the extent the Bank agrees to make any Advance pursuant to clause
(a) above, the aggregate principal amount of the Advances shall not exceed, at any time
outstanding, the lesser of (i) USD 1,000,000, (ii) the Facility Amount, (iii) the Borrowing
Value, and (iv) the amount permitted to be borrowed under applicable law. The initial
Advance hereunder shall be in an amount greater than or equal to USD 100,000.
c. Procedure for Advances.
i. If your Investment Account has been approved for margin advances, you may request
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each Advance by written notice to the Bank (each, a “Borrowing Notice”), given no
later than 2:00 p.m. (New York City time) three (3) Business Days prior to the date of
such proposed Advance. Each notice shall specify therein (A) the requested date of
such Advance, which must be a Business Day, (B) the amount of such Advance, (C) the
intended use of the loan proceeds and (D) disbursement instructions for the proceeds of
such Advance. If any such notice is not delivered by the time referred to above, then it
shall be deemed to have been given on the next Business Day. You may submit such
notices in accordance with the terms of the section of this Manual entitled “Transaction
Instructions Transmitted by Telephone, Facsimile or Email.” Each notice referred to
above shall be irrevocable and binding on you.
ii. Without limiting the Bank’s sole discretion to fund each Advance, following receipt of
a Notice of Borrowing the Bank may provide you with a Credit Supplement with
respect to the proposed Advance(s). You shall promptly respond to such Credit
Supplement within two (2) Business Days, either confirming agreement or rejecting the
terms specified therein. Failure by you to respond within such period shall not affect the
validity or enforceability of such Credit Supplement and shall be deemed to be an
affirmation of the terms contained therein, absent manifest error. The parties intend that
they are legally bound by the terms of each Credit Supplement from the moment they
agree to those terms. A Credit Supplement may be created by an exchange of electronic
messages on an electronic messaging system, which in each case will be sufficient for
all purposes to evidence a binding agreement and supplement to this Discretionary
Advance Agreement.
2. Interest.
a. Interest Rate. The unpaid principal amount of the Advances shall bear interest at a rate per
annum equal to the Applicable Rate; provided, in no event will the Applicable Rate exceed
the maximum rate allowed by law. Notwithstanding the foregoing, any outstanding principal
of any Advance and (to the fullest extent permitted by applicable law) any other amount
payable by you under this Discretionary Advance Agreement or any other Loan Document
that is not paid in full when due (whether at stated maturity, by acceleration, or otherwise)
shall bear interest at the Applicable Rate plus 6% per annum (the “Default Rate”) for the
period from and including the due date thereof to but excluding the date the same is paid in
full; provided, in no event will the Default Rate exceed the maximum rate allowed by law.
Additionally, at any time that an Event of Default exists, all outstanding and unpaid principal
amounts of all of the Credit Obligations shall, to the extent permitted by applicable law, bear
interest at the Default Rate.
b. Interest Payments. Accrued and unpaid interest on the Advances shall be payable monthly in
arrears on the first Business Day of each month and on the Termination Date; provided,
interest payable at the Default Rate shall be payable from time to time on demand. The
Applicable Rate shall be computed by the Bank based on a year of 360 days and actual days
elapsed in the period for which interest is payable (including the first day but excluding the
last day), unless such calculation would result in a usurious rate, in which case interest shall
be calculated on the basis of a year of 365 or 366 days, as the case may be.
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3. Repayment; Maturity.
a. Maturity; Demand Facility. All extensions of credit, Advances and other Credit Obligations
are repayable on the earlier of (i) the first Business Day immediately following DEMAND
by the Bank pursuant to Section 3(b) below, (ii) the one year anniversary of the initial
Advance under this Discretionary Advance Agreement, and (iii) the date on which the
Advances are terminated pursuant to Section 6 (such date, the “Termination Date”); provided
that this credit facility and the Advances shall continue for successive one-year periods
unless terminated in accordance with this Discretionary Advance Agreement.
b. Termination. This Discretionary Advance Agreement may be terminated by the Bank ON
DEMAND by giving notice to you. YOU RECOGNIZE, AGREE, AND UNDERSTAND
THAT EACH ADVANCE IS A DEMAND LOAN AND THAT NO PROVISION OF
THIS DISCRETIONARY ADVANCE AGREEMENT OR ANY OTHER
AGREEMENT BETWEEN YOU AND THE BANK, SHALL MODIFY OR IMPAIR
THE DEMAND NATURE OF THE ADVANCES. NOTWITHSTANDING YOUR
COMPLIANCE WITH ANY COVENANT OR AGREEMENT IN THIS
DISCRETIONARY ADVANCE AGREEMENT OR ANY OTHER AGREEMENT, OR
THAT NO EVENT OF DEFAULT OR BREACH HAS OCCURRED, THE BANK
MAY, AT ANY TIME AND FOR WHATEVER REASON, DEMAND REPAYMENT
OF THE ADVANCES OR REFUSE TO EXTEND ADVANCES.
c. Discretionary Repayment/No Penalty. You may, upon notice to the Bank, at any time or
from time to time voluntarily prepay the Advances in whole or in part without premium or
penalty.
d. Overadvance Amount. If there exists an Overadvance Amount at any time, then such
Overadvance Amount shall be immediately due and payable by you.
e. Initial Credit Collateral. In addition to any other deposits required to be maintained by you
under any other agreement with the Bank, you must have on deposit at the Bank or in the
Pledged Account, prior to the proposed date of any Advance, acceptable collateral with a
Borrowing Value in excess of the (i) the principal amount of the proposed Advance plus (b)
the aggregate amount of all Credit Obligations.
f. Borrowing Value Deficiency. Without limiting the Bank’s right to demand repayment of the
Advances at any time, if a Borrowing Value Deficiency occurs, then the Bank may notify
you of the occurrence of such Borrowing Value Deficiency (such notice, a “Deficiency
Notice”). You will, after receipt of a Deficiency Notice, within the timeframe detailed in
Schedule A to this Discretionary Advance Agreement, either (i) prepay outstanding
Advances, (ii) deposit with the Bank U.S. dollars (in immediately available funds) or (ii)
deposit in your Investment Account or the Pledged Account (if any) assets acceptable to the
Bank in an amount necessary to, after giving effect to such prepayment or deposit, cure such
Borrowing Value Deficiency.
g. House Collateral Requirements. The Bank can increase its “house” maintenance collateral
requirements at any time and is not required to provide you advance notice. These changes in
firm policy often take effect immediately and may result in the issuance of a Deficiency
Notice. Your failure to satisfy the call may cause the Bank to liquidate or sell securities or
any other assets in your account(s); including, the Pledged Account. The Bank may set
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account or security specific collateral requirements on an individual basis and takes into
consideration the following factors in determining collateral maintenance requirements: (i)
market volatility, which may include general market, issuer, industry and country conditions;
(ii) the quality and composition of the securities in your account, including issuer
capitalization and issuer, industry, liquidity and ownership concentrations; (iii) the quality
and composition of your portfolio, including domestic and foreign exchange exposure, fixed-
income exposure, frequency of activity in your account and liquidity of your account; (iv) the
Bank’s ability generally to obtain financing for its loans; and (v) regulatory requirements and
applicable law. The Bank may place different weight on each of these factors, which may
result in the Bank determining, in its sole discretion, to immediately increase your collateral
requirement, which will require you to provide additional cash or securities to avoid the
forced sale of assets in your account. The Bank‘s periodic review of any of the factors
described above may require you to provide additional cash or securities, in an amount
determined by the Bank in its sole discretion, to avoid the forced sale of those securities or
other securities in your account.
4. Credit Collateral.
a. Pledged Accounts. You agree to, at all times, maintain in, and upon demand furnish for
deposit to, within the Timeframe set forth on Schedule A, your Investment Account or the
Pledged Account, such securities or other assets as the Bank may require in light of
outstanding Credit Obligations. The assets that the Bank will accept as collateral for the
Advances, as well as their value, shall be as determined by the Bank from time to time in its
sole and absolute discretion.
b. Release/Transfer of Credit Collateral. Notwithstanding anything to the contrary herein,
while any Credit Obligations remain outstanding, the Bank shall not be required to comply
with any request to release or transfer assets to you (including, without limitation, by
providing consent to the Custodian) unless (i) you are in compliance with all of the terms and
conditions of this Discretionary Advance Agreement, and (ii) after giving effect to such
release, all Credit Obligations will be collateralized in an amount not less than the amount
required by the Bank. Any obligation of the Bank to provide any instruction to release
Margin Collateral shall be deemed satisfied at the time the Bank sends any such instruction.
c. Substitutions and Trading. Notwithstanding the foregoing and to the extent (i) no Event of
Default exists, (i) no Borrowing Value Deficiency exists, and (iii) a demand for repayment
has not been made by the Bank, you may invest or reinvest cash in the Investment Account
and the Pledged Account and sell or redeem other assets therein without any requirement of
any instructions by, or consent of, the Bank, provided that you ensure that any sales or
redemptions shall result in the maintenance such account of securities with an equal or
greater Borrowing Value. In accordance with its customary procedures, the Custodian may
facilitate the settlement of purchases and redemptions of securities by advancing cash for
your benefit to the extent that the stated maturity for such advance is on the same Business
Day as such advance. All of the proceeds of any such investment, redemption, sale or
reinvestment will be held in the Investment Account or by the Custodian in the Pledge
Account (as applicable) and shall constitute collateral for the Credit Obligations.
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5. Representations and Warranties.
You represent and warrant, as of the date of each Advance, and on each date on which any Credit
Obligation is in existence, that:
a. You have the power, capacity and authority to execute, deliver, and perform its obligations
under this Discretionary Advance Agreement and each other Loan Document and each of the
foregoing has been duly executed and delivered by you (and, if you are a trust, by the
trustee(s) on behalf or for the benefit of you), and constitutes your valid and binding
agreement, enforceable in accordance with its terms, subject to applicable bankruptcy and
similar laws affecting creditors’ rights and general principles of equity.
b. The execution, delivery and performance by you of this Discretionary Advance Agreement
and each other Loan Document and the fulfillment of the Credit Obligations do not and will
not result in a breach or violation of any law, order, or award binding on you or your
property, or any contract or other instrument binding on or affecting you or any of your
property or, if you are a trust or other legal entity, your organizational or constituent
documents.
c. No consent of, authorization or other action by, notice to, or filing with, any governmental
authority or any other person (including, without limitation, Custodian) is required for (i) you
to execute, deliver, and perform under this Discretionary Advance Agreement and each other
Loan Document; or (ii) the exercise by the Bank of the rights or remedies provided for in this
Discretionary Advance Agreement and this Manual.
d. All securities held in the Investment Account and all other assets pledged as collateral for the
Credit Obligations are and shall be free and clear of all liens, security interests, mortgages,
claims, encumbrances and transfer restrictions, except such as are created under this
Discretionary Advance Agreement and other liens and security interests in favor of
Custodian (subject to the terms of the Control Agreement).
e. No part of the proceeds of any Advance shall be used by you for the purpose of purchasing or
carrying of “margin stock”, as defined under Regulation U of the Board of Governors of the
Federal Reserve System.
f. You are not engaged, principally or as one of its important activities, in the business of
purchasing or carrying margin stock (within the meaning of Regulation U), or extending
credit for the purpose of purchasing or carrying margin stock.
g. If you are a legal entity, you (i) are duly incorporated or organized, as the case may be,
validly existing, and in good standing under the laws of the jurisdiction of its incorporation or
organization; (ii) have all requisite power and authority to carry on its business as now being
or as proposed to be conducted; and (iii) are qualified to do business in all jurisdictions in
which the nature of its business makes such qualification necessary.
h. At all times you have been in compliance with applicable law, all orders and awards binding
on you or your property, and all material contracts or other instruments binding on or
affecting you or any of your property.
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6. Events of Default.
a. As used in this Discretionary Advance Agreement, the term "Event of Default" means (i)
nonpayment when due or failure in the timely observance or performance of any of your
obligations under these provisions, this Discretionary Advance Agreement, any Loan
Document or this Manual; (ii) a failure to satisfy a Deficiency Notice made in accordance
with this Discretionary Advance Agreement; (iii) default in any other indebtedness or
guarantee which you or any person having an interest in any accounts maintained at any time
with the Bank or to any other individual or Entity, if that default would enable the Bank or
any other individual or Entity to accelerate the maturity of that indebtedness; (iv) your
insolvency or your failure to generally pay your debts as they become due, or the filing of
any application for or appointment of a trustee or receiver for you or any part of your
property, or the assignment of any of your assets for the benefit of creditors, or the filing of a
petition in bankruptcy by or against you (or the commencement by or against you) of any
proceeding under any bankruptcy or insolvency law or any other law relating to the relief of
debtors, readjustment of indebtedness, reorganization, receivership, composition or
extension; (v) the suspension of your usual business, condemnation or seizure of a substantial
part of your property by any governmental authority or court, or your making or sending
notice of any intended bulk transfer of your assets; (vi) your death, dissolution, liquidation or
other termination of existence, or the adoption of any resolution for your dissolution,
liquidation or other termination of your business; (vii) you fail to timely pay any fees owed to
Custodian; (viii) the Pledged Account is terminated by Custodian; (ix) any reason or
occurrence that the Bank deems a default to have occurred for its own protection; or (x) such
a change in your condition or affairs (financial or otherwise) as, in the sole opinion of the
Bank, increases the Bank's risk with respect to the performance of your obligations under
these provisions or this Discretionary Advance Agreement.
b. Without limiting the right of the Bank to demand payment at any time, if an Event of Default
has occurred, the Bank may, in whole or in part, without further notice to you terminate this
facility or declare the Credit Obligations or any part thereof to be immediately due and
payable, or both, and the same shall thereupon become immediately due and payable, without
notice, demand, presentment, notice of dishonor, notice of acceleration, notice of intent to
accelerate, notice of intent to demand, protest, or other formalities of any kind, all of which
are hereby expressly waived by you; provided, however, that upon the occurrence of an
Event of Default under clause (a)(iv) above, this facility shall automatically terminate, and
the Credit Obligations shall become immediately due and payable, in each case without
notice, demand, presentment, notice of dishonor, notice of acceleration, notice of intent to
accelerate, notice of intent to demand, protest, foreclosure or other formalities of any kind, all
of which are hereby expressly waived by you. In addition to the foregoing, if any Event of
Default shall occur, the Bank and its affiliates, without any other notice to or demand upon
me, shall have in any jurisdiction in which enforcement hereof is sought, in addition to all
other rights and remedies, the rights and remedies of a secured party under Article 9 of the
UCC and any additional rights and remedies as may be provided to a secured party in any
jurisdiction in which Credit Collateral is located, including, without limitation, the right to
take possession of the Credit Collateral.
c. If an Event of Default has occurred, you agree that the Bank may deliver any notices it deems
necessary to any person, including the Custodian or subcustodian, to facilitate its rights in the
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Credit Collateral, including the Investment Account, foreclose on or sell any Credit
Collateral or buy in any property, and that any such sale or purchase may be made at the
Bank’s sole and absolute discretion on the exchange or other market where such business is
usually transacted, or at public auction or at private sale, without advertising the same,
without any notice to you of the time or place of sale except as may be required by law, and
without prior tender, demand or call of any kind upon you, all of which are expressly waived;
provided that if the Bank provides notice of the time and place of such sale or purchase or a
prior tender, demand or call of any kind, it shall not be considered a waiver of the Bank’s
right to sell or buy any Credit Collateral at any time as provided herein. The parties agree and
acknowledge that the Credit Collateral is traded on a recognized market. The Bank, to the
extent permitted by law, may purchase or may appropriate (at a commercially reasonable
value) the whole of the Credit Collateral or any part thereof free from any right of
redemption, and you shall remain liable for any deficiency. If less than all of your securities,
property or transactions are to be bought, sold or closed out, the Bank may in its sole and
absolute discretion select which securities, property or transactions are to be bought, sold or
closed out. The provisions of this Section 6 are exclusively for the benefit and protection of
the Bank and you agree that the Bank has no obligation to you to take any action permitted
by this Section 6.
d. Upon the occurrence of an Event of Default, and at any time thereafter, the Bank shall have
and may exercise, without further notice, with respect to any or all of your obligations and
liabilities to the Bank under these provisions and/or this Discretionary Advance Agreement, a
right of set-off or banker's lien against and in respect of any assets and any other account(s),
then or thereafter held by the Bank. Any right of set-off exercised by the Bank shall be
considered to have been exercised immediately upon the occurrence of an Event of Default,
even though the set-off is made or entered on the books of the Bank after that time. All of
the Bank's rights and remedies under these provisions shall be in addition to any other rights
and remedies which the Bank may have under this Discretionary Advance Agreement or any
other instrument or agreement or as a matter of law or equity, and all of the Bank's rights and
remedies shall be cumulative and may be exercised alone or at the same time.
e. After the exercise of remedies provided for in this Section 6 (or after the Advances have
automatically become immediately due and payable), any amounts received on account of
the Credit Obligations shall be applied by the Bank in such order as it elects in its sole
discretion. You shall be liable for any deficiency.
7. Acknowledgements and Agreements.
a. You acknowledge that (i) borrowing funds with your securities as collateral involves a high
degree of risk, (ii) the Bank can take action with respect to the Investment Account and any
other assets held by or credited to the Bank, without prior notice to you, such as issuing a
collateral call or selling assets to maintain the required equity in your account(s), and (iii) the
total interest, fees and other charges on the Investment Account may exceed the investment
performance of the Investment Account.
b. Your further acknowledges that (i) while the Bank may attempt to notify you regarding a
deficiency with respect to the assets in your account(s), the Bank is not obligated to do so,
(ii) the Bank may, in its sole discretion, liquidate securities and other property to satisfy
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collateral requirements without notice to you and without requesting additional credit
collateral, and that such sales may cause you to recognize taxable income or to report losses
for tax purposes, and (iii) the Bank may perform such transactions referenced in (i) and (ii)
above without prior notice or advertisement on the market where such business is usually
transacted, at a public auction or in a private sale, including transactions with the Bank,
securities intermediary or any affiliate of securities intermediary for their own account, and
you waives any right of redeeming the proceeds of such transactions without the Bank’s
consent and agrees not to hold any the Bank liable for such actions.
c. In addition, you acknowledge that you are not entitled to choose which securities or other
assets in your account(s) are liquidated or sold to meet a collateral call or in the exercise of
remedies by the Bank following an Event of Default. Because the securities and any other
assets in your account(s) are collateral for the Advances, the Bank has the right to decide
which assets to sell in order to protect its interests.
d. You irrevocably and unconditionally agree not to use any Advance for personal, family, or
household purposes. The Bank may provide you with certain disclosures intended for loans
made for personal, family, or household purposes. The fact that the Bank elects to make such
disclosures shall not be deemed a determination by the Bank that the Advances will be used
for such purposes.
8. Conditions Precedent to Effectiveness.
The effectiveness of this Discretionary Advance Agreement is subject to the condition precedent
that the Bank shall have received on or before the date the initial Advance all of the following,
each dated (unless otherwise indicated) the date of the initial proposed Advance, in form and
substance satisfactory to the Bank:
a. a duly executed copy of each Loan Document, including, an original executed Credit
Supplement for the initial Advance;
b. evidence that sufficient Credit Collateral has been credited to the Investment Account and the
Related Account;
c. if you are a trust or other legal entity, copies of documents evidencing all required action,
approvals and third-party consents, if any;
d. the results of tax, judgment and lien searches on you, if required by the Bank;
e. if you are an individual, a copy of your driver’s license or other state issued identification
that, in either case, has not expired;
f. any form requested by the Bank necessary to comply with Regulation U or X of the Board of
Governors of the Federal Reserve System, including without limitation, Form U-1; and
g. evidence that the costs and expenses (including reasonable attorneys’ fees) shall have been
paid in full by you.
Notwithstanding the foregoing, acknowledgement of the satisfaction of the conditions in this
Section 8 does not constitute a commitment by the Bank to make any advances.
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9. Miscellaneous.
a. Force Majeure. The Bank will have no liability to you for any failure to fulfill any of its
obligations under this Discretionary Advance Agreement as a result of war, insurrection,
strikes, government regulations, force majeure or other conditions or causes beyond its
control, or for any deduction for taxes, levies, or otherwise from your assets.
b. Legal and Regulatory Costs. If any change in any applicable law or regulation (or any change
in the interpretation of any law or regulation by any governmental authority that administers
such law or regulation) causes any increase in the direct or indirect cost or expense to the
Bank under this Discretionary Advance Agreement, or any reduction in any amount received
or to be received by it under this Discretionary Advance Agreement, you will promptly
reimburse and pay the Bank for the amount of such increased cost or expense or such
reduced receipts.
c. Assignment; Transfers. The Bank may at any time assign or transfer (through participations
or otherwise) all or part of its rights and/or obligations under this Discretionary Advance
Agreement or any other Loan Document without your consent; provided that, in any transfer
through participation, you shall continue to deal solely and directly with the Bank in
connection with this Discretionary Advance Agreement. Any reference in this Discretionary
Advance Agreement to the Bank shall also include its successors, permitted transferees or
assigns. You may not assign any rights or any interest under this Discretionary Advance
Agreement or any other Loan Document without the prior written consent of Bank. Any
attempted assignment by you in violation of this clause (c) shall be null, void and without
effect.
d. The parties agree that (i) unless otherwise set forth in the Control Agreement, the securities
intermediary’s jurisdiction, within the meaning of Section 8 110(e) of the UCC, in respect of
any account in which any Credit Collateral is deposited or held and in respect of the Credit
Collateral, is the State of New York; (ii) the bank’s jurisdiction, within the meaning of
Section 9-304(b) of the UCC, in respect of any deposit account constituting Credit Collateral,
or to which any Credit Collateral is credited or in which any Credit Collateral is held or
carried is the State of New York; (iii) the commodity intermediary’s jurisdiction, within the
meaning of Section 9-305(b) of the UCC, in respect of any commodity account constituting
Credit Collateral, or to which any Credit Collateral is credited or in which any Credit
Collateral is held or carried and in respect of any Credit Collateral consisting of commodity
contracts, is the State of New York, and (iv) none of them has or will enter into any
agreement to the contrary.
e. The parties intend that the Loan Documents constitute a “securities contract” as such term is
defined in Section 741(7) of the U.S. Bankruptcy Code and that each delivery, transfer,
payment and grant of a security interest made or required to be made hereunder or
contemplated hereby or made, required to be made or contemplated in connection herewith is
a “transfer” and a “margin payment” or a “settlement payment” within the meaning of
Section 362(b)(6) and/or (27) and Sections 546(e) and/or (j) of the U.S. Bankruptcy Code. In
addition, all obligations under or in connection with the Loan Documentation represent
obligations in respect of “termination values,” “payment amounts” or “other transfer
obligations” within the meaning of Sections 362 and 561 of the U.S. Bankruptcy Code. The
parties further acknowledge and agree that the Loan Documentation collectively constitutes a
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“master netting agreement” within the meaning of the U.S. Bankruptcy Code. Except as
otherwise specified, capitalized terms are defined in Schedule A to this Discretionary
Advance Agreement.
f. You will, at the Bank's request, at any time, sign and deliver to the Bank one or more
promissory notes payable to the Bank as evidence of any then existing Advances. The note or
notes will be in a form and on terms that are satisfactory to the Bank, and will be payable on
demand, bearing interest at the Applicable Rate. Even if a note is never signed, you will still
be obligated to repay in full, on demand, the amount of any Advance, with interest at the
Applicable Rate, and the Bank's records will be conclusive evidence of all amounts you owe
at any time.
Schedule A
“Applicable Rate” means Selected Rate plus the Spread.
“Borrowing Value” means, as of any date, an amount equal to the value of the Credit Collateral,
after giving effect to such discounts and haircuts, as determined by the Bank in its sole
discretion.
“Borrowing Value Deficiency” means, at any time of determination, that the Credit Obligations
are greater than the Borrowing Value.
“Control Agreement” means the control agreement by and among you, the Bank and Custodian,
to perfect the Bank’s security interest in the Pledged Account, in form and substance satisfactory
to the Bank.
“Credit Collateral” means all of your right, title and interest in, to, or under (a) any or all of the
account(s) you maintain with the Bank, including, without limitation, the Investment Account,
(b) the Pledged Account, (c) any cash, securities, commodity contracts, general intangibles,
investment property, financial assets, and other property which may from time to time be
deposited, credited, held or carried in any of the foregoing accounts, or that is due to you, or
delivered to or in the possession or control of the Bank or any of the Bank’s agents, and all
security entitlements with respect to any of the foregoing, (d) any contract or agreement with the
Bank or the Custodian, including without limitation all of your right, title or interest in, or to any
amounts payable by the Bank or the Custodian (as applicable) to you upon the termination,
acceleration, liquidation or close-out of such contract or agreement, but, in each case, after
giving effect, to the extent enforceable, to any netting, offset and recoupment rights, and (e) all
income and profits on any of the foregoing, all dividends, interest and other payments and
distributions with respect to any of the foregoing, all other rights and privileges appurtenant to
any of the foregoing, including any voting rights and any redemption rights, and any
substitutions for any of the foregoing and any proceeds of any of the foregoing, in each case
whether now existing or hereafter arising (together with the accounts in which such property and
financial assets are held).
“Credit Obligations” means (a) as the context requires each of your obligations or liabilities to
the Bank, including (i) all Advances, (ii) the requirement to make a collateral payment or to
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maintain collateral under this Discretionary Advance Agreement and (iii) all your debts,
liabilities and obligations (including, without limitation, overdraft amounts in any account you
maintain with the Bank) and (b) any obligation or requirement you have to pay or perform under
a guarantee or indemnity, including, without limitation, the Guaranteed Obligations; in each case
(w) whether or not payment or performance is due under this Discretionary Advance Agreement,
(y) whether direct or indirect (including those acquired by assumption), absolute or contingent,
due or to become due, now existing or hereafter arising and (z) including interest and fees that
accrue after the commencement by or against you of any proceeding under any debtor relief laws
naming you as the debtor in such proceeding, regardless of whether such interest and fees are
allowed claims in such proceeding.
“Credit Supplement” means, in connection with the Advances and any Guaranteed Obligations, a
written supplement provided by the Bank to you that sets forth, as applicable (a) the terms of
such Advances, including, without limitation (i) the Facility Amount, (ii) the Selected Rate and,
if applicable, the Interest Period, (iii) the Spread and (iv) the name of the Custodian (if any)
and/or (b) the names (corporate or individual, as applicable) of the Related Parties.
“Custodian” means the securities intermediary identified in the Credit Supplement that maintains
the Pledged Account.
“Event of Default” has the meaning specified in Section 6.
“Facility Amount” means, as of any date of determination, an amount equal to the result of (a)
the Facility Amount set forth in the Credit Supplement or such lesser amount that may be
designated in writing by the Bank to you from time to time minus (b) the then current amount of
any Overdraft Credits.
“Federal Funds Rate” means, for any day, the rate per annum equal to the weighted average of
the rates on overnight Federal funds transactions with members of the Federal Reserve System
arranged by Federal funds brokers on such day, as published by the Federal Reserve Bank of
New York on the Business Day next succeeding such day; provided that (a) if such day is not a
Business Day, the Federal Funds Rate for such day shall be such rate on such transactions on the
next preceding Business Day as so published on the next succeeding Business Day, and (b) if no
such rate is so published on such next succeeding Business Day, the Federal Funds Rate for such
day shall be the average rate (rounded upward, if necessary, to a whole multiple of 1/100 of 1%)
charged to the Bank on such day on such transactions as determined by the Bank.
“LIBO Rate (Reserve Adjusted)” means, with respect to any Interest Period, the interest rate per
annum determined by the Bank by dividing (the resulting quotient rounded upwards, at Bank’s
discretion, to the next 1/16th of 1%) (a) the rate quoted by the ICE Benchmark Administration
Limited as its “LIBOR” rate for U.S. dollar deposits at or about 11:00 a.m., London time, on the
second Business Day prior to the commencement of the Interest Period (or, if the Bank adopts
generally in its business a different rate quoting system or service for obtaining the rate of
interest commonly known as “LIBOR” for U.S. dollar deposits, then upon giving notice thereof
to you, such alternative rate quoting system or service shall be utilized for determining “LIBOR”
in lieu of the rate quoted by the ICE Benchmark Administration Limited); provided, however,
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that if such rate cannot be determined by Bank as provided in the preceding clause (a) for any
reason, as determined by Bank in its reasonable judgment, then a comparable replacement rate
determined by the Bank at such time (which determination shall be conclusive absent manifest
error) by (b) a number equal to 1.00 minus the LIBOR Reserve Percentage. If at any time the
LIBO Rate (Reserve Adjusted) is less than zero, such rate shall be deemed to be zero for the
purposes of this Discretionary Margin Advance Agreement.
“LIBOR Reserve Percentage” means the percentage (expressed as a decimal, rounded upward to
the next 1/100th of 1%) in effect on such day (whether or not applicable to the Bank) under
regulations issued from time to time by the Federal Reserve System Board for determining the
maximum reserve requirement (including any emergency, supplemental or other marginal
reserve requirement) with respect to Eurocurrency funding (currently referred to as
“Eurocurrency Liabilities” in Regulation D of the Federal Reserve System Board).
“Loan Documents” means, collectively, this Discretionary Advance Agreement, each Credit
Supplement, the Control Agreement, and all other promissory notes, security agreements, deeds
of trust, assignments, letters of credit, guaranties, and other instruments, documents, or
agreements executed and delivered pursuant to or in connection with this Discretionary Advance
Agreement or any Control Agreement.
“Overadvance Amount” means the amount by which the Credit Obligations exceed the Facility
Amount.
“Pledged Account” means that certain securities account maintained by the Custodian for you
that is subject to the Control Agreement (as the same may be renumbered or otherwise modified,
and including any sub-account).
“Prime Rate” shall mean, for any date, the per annum rate of interest designated as the “U.S.
Prime Rate” which appears in each publication of The Wall Street Journal under the designation
entitled “Money Rates”; provided, this rate of interest fluctuates and is subject to change without
prior notice and if and when the such published rate changes, the Prime Rate will automatically
change effective on the date of any such change, without notice to you; provided, further, in the
event that this per annum rate cannot be ascertained on any date from publication of The Wall
Street Journal, then the rate of interest which shall be used in substitution thereof shall be a rate
equal to the average of the prime rate of interest announced from time to time by three (3) New
York banks selected by Bank in its sole and absolute discretion. If at any time the Prime Rate is
less than zero, such rate shall be deemed to be zero for the purposes of this Discretionary
Advance Agreement.
“Related Party” means any customer of the Bank identified on any Credit Supplement as a
Related Party.
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“Selected Rate” means, with respect to any Advance, the LIBO Rate (Reserve Adjusted), the Fed
Funds Rate or the Prime Rate, as selected in the Credit Supplement and which shall be subject to
change from time to time. Any modifications thereto shall be effective upon delivery of notice by
the Bank to you.
“Spread” means a rate per annum determined by the Bank and set forth in the Credit
Supplement, which rate shall be subject to modification from time to time. Any modifications
thereto shall be effective upon delivery of notice by the Bank to you.
COLLATERAL CALLS
Any time that the Bank determines that additional Credit Collateral is required in accordance
with this Discretionary Advance Agreement and, in connection therewith, delivers a Deficiency
Notice, if we do not receive immediately available funds (in US dollars) or marginable securities
with a Borrowing Value equal to the amount by the close of business (4:00 pm New York time)
on the Business Day immediately following the date we send such Deficiency Notice (the
“Timeframe”), we may then declare an Event of Default. For avoidance of doubt, the Timeframe
shall include all weekdays (Monday through Friday) and each such day shall begin at 9:00 am
and end at 4:00 pm (New York time).
Information About Foreign Exchange Account
Foreign Exchange Account Agreement
You may establish an account at the Bank to transact in foreign currencies, and such related
products as the Bank makes available to you, including but not limited to, purchases, sales,
options and forwards involving foreign currencies and/or precious metals (individually, a “FX
Transaction”, and collectively, the “FX Transactions”). The Bank will open and maintain the
Foreign Exchange Account for both domestic and international clients only if you also maintain
with the Bank one or more transaction Deposit Account(s). This section of the Manual,
hereinafter the “Foreign Exchange Account Agreement”, as further supplemented by the terms
set forth under a ISDA Master Agreement if applicable, documents the terms and conditions that
govern the establishment of a Foreign Exchange Account and the FX Transactions you may
conduct in the account. To the extent of any conflict or inconsistency between the Foreign
Exchange Account Agreement and an ISDA Master Agreement, the provisions of the Foreign
Exchange Account Agreement shall govern. You agree to be bound by such terms and
conditions for each FX Transaction. The parties intend that this Foreign Exchange Account
Agreement shall be a master agreement as defined in 11 U.S.C. Section 101(53B), as amended,
and 12 U.S.C. Section 1821 (e)(8)(D)(vii), as amended.
FX Transactions shall be effected on a case by case basis at the Bank’s sole discretion. The
Bank will issue a written confirmation (“Confirmation”) referred to as a separate "Contract" to
document each FX Transaction. Each Contract will be on such terms as may be agreed upon by
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you and the Bank at the time the Contract is entered into. Any Financial Assets, including
Contracts, purchased through the Bank shall be referred to individually as a “Financial Asset” or
collectively as “Financial Assets”.
Only an Eligible Contract Participant (“ECP”) may enter into leveraged FX Transactions. Prior
to engaging in any leveraged FX Transactions, you will be required to complete an ECP
certification form.
The Bank may act upon the instruction and authorization of any person authorized to act
pursuant to this Foreign Exchange Account Agreement. The ownership interest in the Financial
Assets will be determined in the same manner as the ownership interest in the Related
Account(s).
The Foreign Exchange Account bears a variable interest rate. The interest and Annual
Percentage Yield (“APY”) are subject to change daily at our sole discretion. Such rates could be
negative (i.e., less than 0%). Please contact your relationship banker for current interest rate and
APY. Interest is credited to (or debited from) the Foreign Exchange Account on the last
Business Day of the monthly statement period. Interest is calculated daily. If you close your
account before interest is credited, you will not receive the accrued interest. If you close your
account before the last Business Day of the monthly statement period and the applicable interest
rate is negative, you will be charged for the amount of negative interest up to the date of closing.
We use the daily average balance method to calculate interest. This method applies a daily
periodic rate to the principal in the account each day.
1. Purchase and Sale of Foreign Currency in Spot and Forward Transactions
Contracts to buy or sell a specified quantity of a foreign currency at an agreed exchange rate for
immediate delivery (usually within two Business Days) and that result in an exchange of
currencies are called FX spot transactions. Contracts to buy or sell a specified quantity of a
foreign currency at an agreed exchange rate for delivery at a specified future date are called FX
forward transactions. The Confirmations for FX spot and FX forward transactions will set forth
(i) the amount of foreign currency to be purchased or sold (the "Contract Currency"), (ii) the date
the foreign currency is to be delivered (the "FX Value Date"), and (iii) the amount of United
States dollars or other relevant counter currency to be paid for the currency (the "FX Purchase
Price"). The Bank's records of all such Contracts will be conclusive and binding upon you.
On the FX Value Date, you will (i) in the case of a sale of currency from the Bank to you, deliver
the FX Purchase Price to the Bank, at which time the Bank will transmit or otherwise deliver the
Contract Currency to or for your account as provided in the Confirmation, or (ii) in the case of a
purchase of currency by the Bank from you, deliver the Contract Currency to the Bank's
correspondent as provided in the Confirmation, at which time the Bank will, within two (2)
Business Days after the Bank's receipt of a confirmation from its correspondent acknowledging
the correspondent's receipt from you of the Contract Currency, credit or transmit the FX
Purchase Price to or for your account as provided in the Confirmation. The FX Purchase Price
will be paid in United States dollars or other relevant counter currency, and both the FX
Purchase Price and the Contract Currency will be delivered in immediately available funds.
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However, neither the Bank nor any of its correspondents will be liable to you for any claims,
demands, liabilities, losses, damages, costs or expenses of any nature whatsoever resulting from
any delay, mistake, omission, interruption, misdelivery, or error on the part of any mail, wireless
or other transmittal company, agency or utility used in transmitting the FX Purchase Price or the
Contract Currency.
2. Purchase and Sale of Foreign Currency and Precious Metal Options
Foreign currency options are contracts that give the purchaser the right, but not the obligation, to
exchange money denominated in one currency (the “Lead Currency”) into another currency
(“Exchange Currency”) at an agreed exchange rate (or strike price) at a specified future date.
Precious metal options are contracts that give the purchaser the right, but not the obligation, to
buy or sell a specified quantity of gold or silver at an agreed price (or strike price) with cash
settlement of gain or loss at a specified future date.
Options You Purchase
The Confirmations for these option transactions will set forth (i) the amount of foreign currency
or metal to be purchased or sold if you exercise your option, (ii) the date on which the option
may be exercised (the "Expiration Date"), (iii) the strike price of the option, and (iv) the option
premium amount to be paid for the option at the time the option is purchased. The Bank's
records of all Contracts will be conclusive and binding upon you.
If you exercise your option, then (i) in the case of currency option, you will deliver the Lead
Currency to the Bank’s correspondent as provided for in the Confirmation, at which time the
Bank will transmit or otherwise deliver the Exchange Currency to or for your account as
provided in the Confirmation, or (ii) in the case of a metal option, the Bank will, within two (2)
Business Days after the Bank's receipt of your notice of exercise, credit or transmit the gain (i.e.,
the difference between the strike price and the value of the metal on the Expiration Date, as
reasonably determined by the Bank) in United States dollars. All of the foregoing deliveries
must be made in immediately available funds. However, neither the Bank nor any of its
correspondents will be liable to you for any claims, demands, liabilities, losses, damages, costs
or expenses of any nature whatsoever resulting from any delay, mistake, omission, interruption,
misdelivery, or error on the part of any mail, wireless or other transmittal company, agency or
utility used in transmitting any metal option gain or Exchange Currency.
Options You Sell
The Confirmations for these option transactions will set forth (i) the amount of foreign currency
or metal you are obligated to purchase or sell if the purchaser exercises his or her option, (ii) the
Expiration Date, (iii) the strike price of the option, and (iv) the option premium amount to be
paid to you for the option at the time the option is sold. The Bank's records of all Contracts will
be conclusive and binding upon you.
If the option purchaser exercises the option, then (i) in the case of currency option, you will
deliver the Exchange Currency to the Bank’s correspondent as provided for in the Confirmation,
at which time the Bank will transmit or otherwise deliver the Lead Currency to or for your
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account as provided in the Confirmation, or (ii) in the case of a metal option, you will promptly
transmit the gain (i.e., the difference between the strike price and the value of the metal on the
Expiration Date, as reasonably determined by the Bank) in United States dollars to the Bank’s
correspondent as provided for in the Confirmation, and the Bank will transmit such monies to the
exercising party as provided for in the Confirmation. All of the foregoing deliveries must be
made in immediately available funds. However, neither the Bank nor any of its correspondents
will be liable to you for any claims, demands, liabilities, losses, damages, costs or expenses of
any nature whatsoever resulting from any delay, mistake, omission, interruption, misdelivery, or
error on the part of any mail, wireless or other transmittal company, agency or utility used in
transmitting any metal option gain or Exchange Currency.
3. Cash-Settled Forward Purchase and Sale of Precious Metals
Contracts to buy or sell a specified quantity of gold or silver at an agreed price with cash
settlement of gain or loss at a specified future date (“Metal Settlement Date”) are called metal
forward transactions. The Bank's records of all such Contracts will be conclusive and binding
upon you.
On the Metal Settlement Date: (i) in the case where your agreed sale price is less than the then-
current market price or your agreed purchase price is more than the then-current market price,
you will deliver to the Bank United States dollars in an amount equal to the difference between
your agreed price and the then-current market price (as reasonably determined by the Bank), or
(ii) in the case where your agreed sale price is greater than the then-current market price or your
agreed purchase price is less than the then-current market price, the Bank will credit or transmit
in United States dollars the difference between your agreed price and the then-current market
price (as reasonably determined by the Bank) to or for your account as provided in the
Confirmation. However, neither the Bank nor any of its correspondents will be liable to you for
any claims, demands, liabilities, losses, damages, costs or expenses of any nature whatsoever
resulting from any delay, mistake, omission, interruption, misdelivery, mutilation or error on the
part of any cable, telegraph, mail, wireless or other transmittal company, agency or utility used in
transmitting such monies.
4. Cash-Settled Forward Purchase and Sale of Foreign Currencies.
Contracts to exchange money denominated in one currency (the "Lead Currency") into another
currency ("Exchange Currency") at an agreed exchange rate (or strike price) with a cash
settlement of any gain or loss at a specified future date ("Currency Settlement Date") are called
non-deliverable FX forward transactions.
On the Currency Settlement Date: (i) in the case where your agreed strike price is less than the
then-current market price for the currency you are to deliver or your agreed purchase price is
more than the then-current market price for the currency you are to purchase, you will deliver to
the Bank United States dollars in an amount equal to the difference between your strike price and
the then-current market price (as reasonably determined by the Bank), or (ii) in the case where
your agreed strike price is greater than the then-current market price for the currency you are to
deliver or your agreed purchase price is less than the then-current market price, the Bank will
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credit or transmit in United States dollars the difference between your strike price and the then-
current market price (as reasonably determined by the Bank) to or for your account as provided
in the Confirmation. However, neither the Bank nor any of its correspondents will be liable to
you for any claims, demands, liabilities, losses, damages, costs or expenses of any nature
whatsoever resulting from any delay, mistake, omission, interruption, misdelivery, mutilation or
error on the part of any cable, telegraph, mail, wireless or other transmittal company, agency or
utility used in transmitting such monies.
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5. Agreement
You agree to the following:
1. The Bank will be acting solely as your agent, and any position resulting from a foreign
currency transaction will be acquired, held, and disposed of at your sole risk.
2. The Bank's only obligation in disposing of a position is to pay you the proceeds thereof
that have been credited to the Bank in available funds at its New York Head Office, less
any applicable fees and expenses.
3. The decision to acquire, hold, and dispose of a position will be made by you following
your consideration of the risks involved, including (without limitation) the risks referred
to in this paragraph, and you acknowledge that the Bank has made no representations or
warranties to you relating to any such risks.
4. You acknowledge that you are a sophisticated investor able to evaluate the merits and
risks of foreign exchange transactions and are able to bear the economic risk of these
kinds of investments.
5. Except for actual damages caused solely by the Bank's fraudulent act or willful
misconduct or as provided in this paragraph, the Bank will not be liable for (i) any
depreciation, currency exchange losses, or loss in value of a position, (ii) any action taken
pursuant to your instructions resulting in loss in value of a position, (iii) any act or
omission of any subagent (including a broker) selected by the Bank in good faith relating
to, or arising out of, the acquisition, holding, or disposition of a position, or (iv) damages
of any kind for any act or omission relating to any of these provisions or this Foreign
Exchange Account Agreement, including (without limitation) incidental, consequential or
punitive damages, even if the Bank was aware of the possibility of those damages. If you
assert a claim against a subagent for which the Bank will not be liable under this
paragraph, you will hold the Bank harmless against any claim the subagent may assert
against the Bank relating to, or arising out of, the claim you assert against the subagent.
6. Margin for FX Transactions
Original Margin. In addition to any other deposits required to be maintained by you under any
other agreement with the Bank, you must have on deposit at the Bank prior to the Bank's
acceptance of a Contract, one of the following forms of acceptable collateral, (a) US dollars in a
deposit account, (b) securities pledged and maintained in a manner acceptable to the Bank and/or
(c) sufficient credit available in an approved line of credit. In any regard, the acceptable
collateral must on trade date for each Contract equal the sum in United States dollars of the
percentage of any amounts potentially due under the Contract as required by the Bank (the
"Original Margin"). The applicable percentage for each type of Contract is detailed in Schedule
A to this Foreign Exchange Account Agreement, which may be amended from time to time by
the Bank in its sole discretion.
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Additional Margin; Margin Call; Maintenance Margin. If, at any time during the life of a
particular Contract, the amount of Original Margin plus any subsequently requested margin
(“Additional Margin”) are insufficient to meet the percentage of the amounts potentially due
under the Contract (with the applicable percentage detailed in Schedule A to this Foreign
Exchange Account Agreement), the Bank will notify you that you are required to pay or deliver
sufficient additional collateral to maintain the Contract (each notice is a “Margin Call”). The
Original Margin plus any and all subsequent amounts requested via a Margin Call are referred to
herein as “Maintenance Margin”.
Deposit of Collateral Pursuant to Margin Call. You will, after receipt of a Margin Call,
within the timeframe detailed in Schedule A to this Foreign Exchange Account Agreement
deposit with the Bank an amount in United States dollars (in immediately available funds) or
other collateral agreeable to the Bank to satisfy the Margin Call.
Net Losses in Excess of Maintenance Margin; Deposit of Additional Margin. If at any time
your net losses on all expiring Contracts is greater than the Maintenance Margin deposited with
respect to those Contracts, you will, after the Bank demands deposit of additional collateral,
within the timeframe detailed in Schedule A to this Foreign Exchange Account Agreement
deposit with the Bank a sum in United States dollars (in immediately available funds) equal to
the difference between the Maintenance Margin and those net losses.
Net Exposure in Excess of Exposure Limit; Deposit of Additional Margin. If at any time
your “Net Exposure” (defined below) exceeds an overall limit established by the Bank in its sole
discretion (“Exposure Limit”), you will, after the Bank demands deposit of Additional Margin,
within the timeframe detailed in Schedule A to this Foreign Exchange Account Agreement
deposit with the Bank a sum in United States dollars (in immediately available funds) equal to
the “Exposure Difference” (defined below). Net Exposure is the sum (as reasonably determined
by the Bank) of (a) the aggregate amount of all unrealized losses on your Contracts less the
aggregate amount of unrealized gains, and (b) losses resulting in amounts currently due but
unpaid under your Contracts. Exposure Difference is the amount by which your Net Exposure
exceeds your Exposure Limit.
Prohibition of Withdrawals. If your Maintenance Margin is on deposit in account(s) with the
Bank from which you may make withdrawals on or prior to the date on which obligations may
arise under your Contracts, the Bank may, in its sole discretion, prohibit withdrawals from those
account(s) of any sums that would reduce the amount on deposit below the amount required
under Schedule A to this Foreign Exchange Account Agreement.
Waiver of Margin Requirements. The Bank may, in its sole discretion, waive the requirement
that margin be deposited and maintained in accordance with this Section 6 of this Foreign
Exchange Account Agreement, and if the Bank does not insist that the Original Margin be
deposited before the Bank's acceptance of a Contract, or demand deposit of any Maintenance
Margin, or stop any prohibited withdrawal of funds, it will be considered to be a waiver under
this paragraph only in that instance. If a waiver occurs under this paragraph, the Bank may at
any time after the waiver, in its sole discretion, demand that you deposit the required margin with
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the Bank and you agree to make such deposit in United States dollars (in immediately available
funds) within two days after the Bank makes the demand.
Other Forms of Margin. Instead of demanding any margin deposit in accordance with this
Section 6 of this Foreign Exchange Account Agreement, the Bank may, in its discretion and
without notice to you, consider any funds in any Account to be the required margin, and the
Bank may prevent withdrawal of funds from the account(s) in accordance with the provisions of
the paragraph above entitled “Prohibition of Withdrawals.”
7. Security
You acknowledge and agree that as collateral for the Liabilities, including without limitation
those incurred or created in connection with this Foreign Exchange Agreement, You pledge,
assign, transfer, and grant a security interest in and delivers to Bank all of your right, title, and
interest in and to, the Collateral, as described in the section of this Manual entitled “Security
Interest in Property and Bank’s Rights Therein” hereof.
You hereby grant the Bank the ability to liquidate, unwind, close and/or settle any and all open
or pending positions under any Contract, investments and holdings and any other positions or
investments for the purposes of closing any unsecured deals, contracts or positions maintained
with the Bank.
For Collateral that is jointly owned, each joint owner consents to the granting of the security
interest in the Collateral in their execution of the corresponding account documentation.
8. No Investment Advice and Non-Insured Product
Neither the Bank nor its officers or employees provide investment advice or recommendations
for any particular product relating to FX Transactions. FX Transactions can involve a high level
of risk. All decisions regarding FX Transactions should be made after careful consideration by
you, and are made at your sole risk. Any information furnished to you by the Bank in any FX
Transactions under this Manual will be obtained from sources which the Bank believes to be
reliable. The Bank does not accept responsibility for the accuracy of such information. The
Bank will not be liable for any loss as a result of any act or omission based on any information
furnished to or by the Bank.
We assume no responsibility and make no representation regarding (a) comparative exchange
rates available from other sources, and (b) foreign laws relating to currencies, including, without
limitation, the importation of currencies and laws affecting the free convertibility of local
currencies.
THE FX TRANSACTIONS AND POSITIONS COVERED IN THIS MANUAL (i) ARE NOT
INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION, (ii) ARE NOT
DEPOSITS OR OTHER OBLIGATIONS OF, OR GUARANTEED BY, BANK LEUMI
USAOR ANY OTHER U.S. BANK, AND (iii) ARE SUBJECT TO INVESTMENT RISKS,
INCLUDING POSSIBLE LOSS OF THE PRINCIPAL AMOUNT INVESTED.
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9. Event of Default
As used in this Foreign Exchange Account Agreement, the term "Event of Default" means (i)
nonpayment when due or failure in the timely observance or performance of any of your
obligations under these provisions, this Foreign Exchange Account Agreement, any Contract or
any Financial Asset; (ii) a failure to satisfy a Margin Call made in accordance with Section 6 of
this Foreign Exchange Account Agreement; (iii) default in any other indebtedness or guarantee
which you or any person having an interest in any accounts maintained at any time with the Bank
or to any other individual or Entity, if that default would enable the Bank or any other individual
or Entity to accelerate the maturity of that indebtedness; (iv) your insolvency or your failure to
generally pay your debts as they become due, or the filing of any application for or appointment
of a trustee or receiver for you or any part of your property, or the assignment of any of your
assets for the benefit of creditors, or the filing of a petition in bankruptcy by or against you (or
the commencement by or against you) of any proceeding under any bankruptcy or insolvency
law or any other law relating to the relief of debtors, readjustment of indebtedness,
reorganization, receivership, composition or extension; (v) the suspension of your usual business,
condemnation or seizure of a substantial part of your property by any governmental authority or
court, or your making or sending notice of any intended bulk transfer of your assets; (vi) your
death, dissolution, liquidation or other termination of existence, or the adoption of any resolution
for your dissolution, liquidation or other termination of your business; or (vii) such a change in
your condition or affairs (financial or otherwise) as, in the sole opinion of the Bank, increases the
Bank's risk with respect to the performance of your obligations under these provisions or this
Foreign Exchange Account Agreement.
Upon the occurrence of an Event of Default, the Bank may, in its sole discretion, at any time
during the continuance of an Event of Default, without notice to you, dispose of any or all of the
currency it holds in inventory for sale to you under any or all Contracts, dispose of any or all
contracts the Bank has entered into with third parties to purchase or sell currency or metals that
is in turn to be sold to or purchased from you under any or all Contracts, enter into contracts with
third parties for the purchase or sale of currency that was to be purchased from or sold to you
under any or all Contracts, dispose of any or all Financial Assets or Collateral, and/or take any
other actions that the Bank considers appropriate, and the Bank shall have no further obligations
or liabilities to you under any Contract, Financial Asset, Collateral or account(s), and you shall
be liable for all losses incurred by the Bank as a result of any and all fluctuations in the value of
currency or Financial Assets between the date each Contract was entered into or Financial Assets
purchased and the date action is taken with respect to the Contract or Financial Assets in
accordance with this sentence. The amount of these losses will be payable by you to the Bank in
United States dollars on demand and will bear interest from the date of demand until payment in
full at a rate per annum equal to 4% in excess of the Wall Street Journal Prime Rate in effect
from time to time. Interest hereunder will be calculated based on the actual number of days that
principal is outstanding over a year of 360 days (which results in the payment of more interest
than if interest were computed on the basis of the actual number of days in the year). In no event
will the interest rate hereunder exceed the maximum interest rate permitted by law.
As used herein, “Wall Street Journal Prime Rate” or “Prime Rate” shall mean the rate of interest
designated as the “U.S. Prime Rate” which appears in each publication of The Wall Street
Journal under the designation entitled “Money Rates.” (You confirm that the Prime Rate may not
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necessarily represent the lowest interest rate charged by the Bank to customers.) This rate of
interest fluctuates and is subject to change without prior notice. If and when the Wall Street
Journal Prime Rate changes, the rate of interest will automatically change effective on the date of
any such change, without notice to you. In the event that the Wall Street Journal Prime Rate
cannot be ascertained from publication of The Wall Street Journal, the rate of interest which shall
be used in substitution thereof and until such time as the Wall Street Journal Prime Rate can be
ascertained by reference to The Wall Street Journal shall be a rate equal to the average of the
prime rate of interest announced from time to time by three (3) New York banks selected by
Bank in its sole and absolute discretion.
Upon the occurrence of an Event of Default, and at any time thereafter, the Bank shall have and
may exercise, without further notice, with respect to any or all of your obligations and liabilities
to the Bank under these provisions and/or this Foreign Exchange Account Agreement, a right of
set-off and/or banker's lien against and in respect of any of the Contracts, Financial Assets,
Collateral and/or any other account(s), then or thereafter held by the Bank. Any right of set-off
exercised by the Bank shall be considered to have been exercised immediately on the occurrence
of an Event of Default, even though the set-off is made or entered on the books of the Bank after
that time. All of the Bank's rights and remedies under these provisions shall be in addition to any
other rights and remedies which the Bank may have under this Foreign Exchange Account
Agreement or any other instrument or agreement or as a matter of law or equity, and all of the
Bank's rights and remedies shall be cumulative and may be exercised alone or at the same time.
10. Telephone and Facsimile Requests for Foreign Currency Transactions
You may submit foreign currency transaction instructions in accordance with the terms of the
section of this Manual entitled “Transaction Instructions Transmitted by Telephone, Facsimile or
Email.”
11. Miscellaneous
Force Majeure. The Bank will have no liability to you for any failure to fulfill any of its
obligations under these provisions as a result of war, insurrection, strikes, government
regulations, force majeure or other conditions or causes beyond its control, or for any deduction
for taxes, levies, or otherwise from the Financial Assets.
Legal and Regulatory Costs. If any change in any applicable law or regulation (or any change
in the interpretation of any law or regulation by any governmental authority that administers such
law or regulation) causes any increase in the direct or indirect cost or expense of the Bank
fulfilling any of its obligations under these provisions or this Foreign Exchange Account
Agreement, or any reduction in any amount received or to be received by it under these provi-
sions or this Foreign Exchange Account Agreement, you will promptly reimburse and pay the
Bank for the amount of such increased cost or expense or such reduced receipts.
Assignment. Each of the Contracts and Financial Assets will remain subject to all of the terms
of these provisions even if you make an assignment, pledge or transfer of any Contract or
Financial Asset or of any of your rights under any Contract or Financial Asset, and you will not
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be relieved of any obligations under any Contract or Financial Asset or these provisions as a
result of any assignment you may make.
Waivers. The Bank reserves the right to waive any of these terms in any specific instance, but
the waiver will apply only to that instance. You will not be entitled to make any claim against the
Bank upon any promise, agreement, or act of any, officer or employee of ours which is not in
conformity with these terms.
Enforcement of Obligations. You will reimburse the Bank for all expenses which it incurs
(including its reasonable attorney costs) in connection with its enforcement of your obligations
under the Foreign Exchange Account Agreement.
Amendments. Amendments to this Foreign Exchange Account Agreement to be binding on the
Bank must be in writing and signed by the Bank.
Notices. Notices under the Arrangements, unless specifically stated otherwise herein, must be in
writing and delivered by regular mail, overnight courier, or telephone facsimile and will be
considered received five (5) days after being sent by mail or on the day after the overnight
package is sent, or the date the telephone facsimile is sent.
12. Tax Obligation
In connection with these foreign exchange transactions, you will comply with all applicable laws
of the United States and your home jurisdiction, file all applicable reports and returns, and such
other information as may be required. If the Bank is required by law to file any tax
documentation in connection with this Foreign Exchange Account Agreement on your behalf,
you agree to reimburse the Bank for reasonable expenses incurred in preparing and making such
filing. You acknowledge that the Bank has advised you to seek tax advice from your attorney,
accountant, and/or tax advisor in connection with any foreign exchange transaction made
pursuant to this Foreign Exchange Account Agreement. For the avoidance of doubt, you
acknowledge that neither the Bank nor its officers or employees provide or will provide you with
tax advice.
Schedule A
A “Closed Contract” shall be considered to be an unexpired contract to conduct a foreign
exchange transaction that is an offset to a prior existing foreign exchange obligation.
An “Open Contract” is any Contract other than a Closed Contract.
a) OPEN CONTRACTS
All Open Contracts are required to maintain collateral of 10% of the notional contractual
amount.
b) CLOSED CONTRACTS
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No additional collateral will be required for a Closed Contract provided the position of an
otherwise Open Contact is subsequently fully offset.
c) MARGIN CALLS
Any time that the Bank determines that Additional Margin is required in accordance with
Section 6 of this Foreign Exchange Account Agreement (entitled “Margin for FX
Transactions”) and based on the foregoing requirements in this Schedule, we shall notify you
by either the phone number or the facsimile number you provide us in your signature block to
this Foreign Exchange Account Agreement.
If we do not receive immediately available funds (in US dollars) equal to the amount
requested in a Margin Call by the close of business (4:00 pm New York time) the Business
Day after our initial attempt to contact you (the “Timeframe”), we may then close out one or
more Contracts to satisfy all or some of your obligation to us.
For avoidance of doubt, the Timeframe shall include all weekdays (Monday through Friday)
and each such day shall begin at 9:00 am and end at 4:00 pm (New York time).
Overdraft Credit
Creation of Overdraft Credit
.
You authorize the Bank, in its discretion, to (i) create such overdrafts in your Deposit Account as
may be necessary to pay any check or other payment order you issued against your Deposit
Account; (ii) permit any drawing on uncollected funds in your Deposit Account; or (iii) to the
extent you do not have an Investment Account, extend credit to you by crediting your Deposit
Account (each such overdraft, drawing, or extension of credit being an "Overdraft"). The
creation and amount of any Overdraft, and the maximum amount of all Overdrafts permitted to
be outstanding at any time, will at all times be in the Bank's sole discretion. The Bank may
refuse to create any particular overdraft for any reason whatsoever. The Bank’s decision to
create any overdraft does not obligate it to continue such practice. The Bank may discontinue
permitting overdrafts at any time without cause or notice to you.
The initial Overdraft hereunder shall be in an amount greater than or equal to USD 100,000.
You irrevocably and unconditionally agree not to use any Overdraft for personal, family, or
household purposes. The Bank may provide you with certain disclosures intended for loans made
for personal, family, or household purposes. The fact that the Bank elects to make such
disclosures shall not be deemed a determination by the Bank that the Overdrafts will be used for
such purposes.
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Promise to Pay; Interest; Joint Account
You promise to pay ON DEMAND, and, in any event, within one (1) Business Day, to the order
of the Bank in lawful money and in immediately available funds, at its offices at 579 Fifth
Avenue, New York, New York 10017, (a) the full amount of any and all Overdrafts, and (b)
interest on those Overdrafts from the date of occurrence until paid in full at a rate per year
determined by the Bank from time to time in its sole discretion (the "Overdraft Rate"), but in no
event will the Overdraft Rate be greater than a fluctuating rate per annum which shall be equal to
the Maximum Margin above the Wall Street Journal Prime Rate in effect from time to time.
Interest hereunder will be calculated based on the actual number of days that principal is
outstanding over a year of 365 days. In no event will the Overdraft Rate exceed the maximum
rate allowed by law. Interest will accrue at the Overdraft Rate from the date of creation of each
Overdraft until repayment in full, unless a different rate of interest has been or is agreed upon
between the Bank and you in writing. If the Deposit Account is a Joint Account, each account
holder is jointly and severally liable for repaying the full amount of any and all Overdrafts
irrespective of which account holder created the Overdrafts and whether or not they participate in
the transaction or benefit from its proceeds.
To the extent that your Investment Account has been approved for advances under the
Discretionary Advance Agreement, any Overdraft that is not repaid in full prior to the close of
business on the third (3rd
) Business Day following the creation of such Overdraft shall be
deemed to be a request for an Advance under the Discretionary Advance Agreement. If the Bank
declines to extend such Advance, then the Bank shall be deemed to have DEMANDED
repayment of such Overdraft and the same shall be due and payable in accordance with the
foregoing paragraph.
As used herein, “Wall Street Journal Prime Rate” or “Prime Rate” shall mean the rate of interest
designated as the “U.S. Prime Rate” which appears in each publication of The Wall Street
Journal under the designation entitled “Money Rates.” (You confirm that the Prime Rate may not
necessarily represent the lowest interest rate charged by BLUSA to customers.) This rate of
interest fluctuates and is subject to change without prior notice. If and when the Wall Street
Journal Prime Rate changes, the rate of interest on each Overdraft Credit will automatically
change effective on the date of any such change, without notice to you. In the event that the
Wall Street Journal Prime Rate cannot be ascertained from publication of The Wall Street
Journal, the rate of interest which shall be used in substitution thereof and until such time as the
Wall Street Journal Prime Rate can be ascertained by reference to The Wall Street Journal shall
be a rate equal to the average of the prime rate of interest announced from time to time by three
(3) New York banks selected by Bank in its sole and absolute discretion.
Maximum Margin
The "Maximum Margin" to be added to the Wall Street Journal Prime Rate in determining the
Overdraft Rate is the Maximum Margin set forth, from time to time, in writing by the Bank.
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The Bank may, upon written notice to you, increase the amount of the Maximum Margin to be
added to the Wall Street Journal Prime Rate. The effective date of any increase will be
considered to be the date that is thirty (30) days following the date on which the notice of
increase is mailed to you by the Bank. If you do not want to accept any increase in the Maximum
Margin, you must repay all Overdrafts and all related interest within thirty (30) days after the
date of the Bank's notice. If all Overdrafts and all related interest have not been paid within that
30-day period, the Bank will consider that you have agreed to the new Maximum Margin.
Interest will accrue at the Overdraft Rate with the new Maximum Margin (effective as of 30 days
after the date of the Bank's notice) on all outstanding and new Overdrafts until repayment of all
Overdrafts in full. The Bank may, in its sole discretion, at any time and from time to time,
without notice to or consent by you, apply an Overdraft Rate that is less than the sum of the
Maximum Margin and the Wall Street Journal Prime Rate then in effect.
Debiting Accounts
The Bank is authorized (but not required) to debit any of your accounts, without notice to or
consent by you, on any date on which any Overdraft or any other Liabilities or related interest is
due or is demanded by the Bank, in an amount equal to the unpaid balance of the Overdraft,
related interest, and/or other Liabilities. The Bank may apply any balance in any of your
account(s) to the amount of any unpaid Overdraft, related interest and/or other Liabilities, upon
demand and without notice to you, before it honors any checks or other drafts drawn on your
account(s), or any other requests by you for the payment of funds from your account(s).
Promissory Notes
You will, at the Bank's request, at any time, sign and deliver to the Bank one or more promissory
notes payable to the Bank as evidence of any then existing Overdraft. The note or notes will be
in a form and on terms that are satisfactory to the Bank, and will be payable on demand, bearing
interest at the Overdraft Rate. Even if a note is never signed, you will still be obligated to repay
in full, on demand, the amount of any Overdraft, with interest at the Overdraft Rate, and the
Bank's records will be conclusive evidence of all amounts you owe at any time.
Taxes
In order to induce the Bank to make Overdrafts, you agree that all payments to be made to the
Bank, by you, on account of such Overdrafts whether for principal, interest or otherwise, shall be
made without set-off or counterclaim, free and clear of, and without deduction for or on account
of, any present or future Foreign Taxes. It is further agreed that if any Foreign Taxes are required
to be withheld from any amounts payable to the Bank or if the Bank itself is required to pay any
Foreign Taxes in connection with such Overdrafts, the Bank, may, in its sole discretion, (a)
increase the amounts payable by you to the Bank and to the extent necessary to yield to the Bank
(after payment of all Foreign Taxes) the full amounts which the Bank would have received had
the payments not been subject to Foreign Taxes, and/or (b) debit any of your accounts, in an
amount equal to the required payment for Foreign Taxes.
Security Interest in Property and Bank's Rights Therein
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Security Interest
As collateral for the Liabilities, you hereby pledge, assign, transfer, grant a security interest in
and delivers to Bank all of your right, title, and interest in and to, the following property, and all
products and proceeds thereof (cash and non-cash), substitutions and replacements, whether now
owned or hereafter acquired and whether negotiable or non-negotiable (the “Collateral” or the
"Property"):
(a) your Deposit Accounts set, maintained at or on deposit at Bank and all certificates of deposit,
and/or deposits and/or choses in action with respect thereto; all certificates, confirmations,
receipts, passbooks, if any, and other instruments evidencing such accounts or any deposits
therein; all moneys now on deposit and hereafter deposited or credited to such accounts,
including all interest or premiums accrued or accruing thereon now or in the future; and any
renewals, replacements, additions or substitutions thereto and thereof;
(b) (i) any or all of your deposit, custodial or other accounts of any kind or nature whatsoever
maintained now or hereafter by (1) the Bank, (2) Leumi Investment Services Inc. ("LISI")
under the account number stated in the Application, or (3) any broker stated in the
Application or any Credit Supplement delivered pursuant to the Discretionary Advance
Agreement, under the account number stated therein, and any Investment Accounts, Foreign
Exchange Accounts and securities account(s) and any successor or replacement account
thereof, (ii) any securities, commodity contracts, general intangibles, investment property,
financial assets, and other property which may from time to time be deposited, credited, held
or carried in any such account, or that is due to you, or delivered to or in the possession or
control of the Bank or any affiliate of the Bank, or the Bank’s agents, and all security
entitlements with respect to any of the foregoing, (iii) any contract or contract rights,
including without limitation all of your right, title or interest in, or to any amounts payable by
the Bank to you upon the termination, acceleration, liquidation or close-out of such contract,
but, in each case, after giving effect, to the extent enforceable, to any netting, offset and
recoupment rights (including, without limitation, any such right granted under any contract)
and (iv) together with all additions, substitutions, replacements and proceeds of any of the
foregoing and together with all income, interest, dividends, distributions, general intangibles,
cash, instruments, stock, investment or equity interests arising from a stock split, options,
rights, warrants, participations, debentures or any other instruments or securities convertible
into securities, in or relating to any of the foregoing, and other rights and amounts paid,
accrued, received, receivable or distributed with respect thereto from time to time and all of
your rights, powers and privileges under any shareholder or ownership agreements as in
effect from time to time;
(c) all other personal property of you (including without limitation all money, accounts, general
intangibles, goods, instruments, documents and chattel paper) which, or evidence of which,
are now or at any time in the future shall come into the possession or under the control of or
be in transit to the Bank or any of its nominees or agents for any purpose, whether or not
accepted for the purposes for which it was delivered; and
(d) together with any and all additions and accessions thereto, replacements thereof and
substitutions therefor, and the products and proceeds thereof (including cash and non-cash
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proceeds), investments therein, income, rents, profits, benefits thereof or therefrom, including
all cash and cash equivalents.
If you, as registered holder of any of the Collateral, receive any stock certificate, option, warrant,
or right, whether as an addition to, or in substitution or exchange for, any Collateral, or
otherwise, you agree to accept the same as the Bank's agent and hold the same in trust for the
Bank, and to forthwith deliver the same to the Bank in the exact form received, with your
endorsement thereof if requested by the Bank, to be held by the Bank as part of the Collateral.
If any Collateral is subject to perfection by control with a financial intermediary, financial
institution, or otherwise, you shall take all necessary steps as the Bank may request to achieve
and maintain control of such Collateral in the Bank's favor.
Upon receipt of notice of termination of a control agreement entered into between you, the Bank,
and a financial intermediary or financial institution, or notice of the closing of an account which
is the subject of such control agreement, to cause the possessory Collateral which is the subject
of such control agreement to be moved to another financial intermediary or financial institution
subject to a control agreement, satisfactory in all respects to the Bank, executed by the parties
thereto and delivered to the Bank no later than 10 days before the scheduled termination date of
the control agreement.
For Collateral that is jointly owned, each joint account holder who signs the Application
consents to the granting of the security interest in the Collateral.
The Bank's Rights in Collateral
The Bank may apply its advancing formulas in effect from time to time to the Collateral in
determining the amount (if any) of any credit extended to you, and the maximum amount of all
credit extensions permitted to be outstanding at any time. However, the Bank is not required or
committed to advance, extend or continue any credit to you. You may request a copy of the
advancing formulas in effect but the Bank does not accept standing requests for such copies. At
no time shall the credit extensions extended to you be more than the lesser of any maximum
principal amount specified to you by the Bank and the sum of the Bank’s then standard
advancing rates against eligible Collateral (determined by the Bank in its sole discretion) for a
particular transaction, and in such event, you shall, within one (1) Business Day after the Bank’s
demand, repay to the Bank and/or, if permitted by the Bank in writing, provide cash or other
collateral satisfactory to the Bank in an amount equal to such excess.
So long as any Overdraft(s) or any other Liabilities or any related interest remain unpaid, you
will not have the right to make any withdrawals from your account(s) without the Bank's ·prior
written consent and that any interest or earnings on your account(s) shall be accumulated and
retained therein. By pledging your account(s) to the Bank, the Bank will have a priority claim to
the account(s) over any other person or Entity.
The Bank may, in its sole discretion, at any time: (a) transfer to or register in the name of the
Bank or any of its nominees, any of the Collateral and, whether or not it is transferred or
registered, receive the income and dividends on any Collateral, including (without limitation)
stock dividends and rights to subscribe, and to hold this as part of the Collateral and/or apply it
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as set forth in these provisions; (b) exchange any of the Collateral for other property upon any
reorganization, recapitalization or other readjustment made by you and deposit any of the
Collateral with any creditors' committee or depositary upon such terms as the Bank may
determine; (c) in any bankruptcy or similar proceeding, file a proof of claim for the full amount
of the Collateral and vote that claim for or against any arrangement of your debts or with respect
to any other matter; (d) make one or more withdrawals from the account(s) as may be required to
repay all or any part of any Overdraft; (e) apply any amounts withdrawn to pay any Overdraft(s),
interest and/or any other Liabilities, irrespective of (1) the genuineness, invalidity or
enforceability of (A) any documents relating to any overdraft or any other Liabilities, or (B) your
liabilities under this Manual or these provisions, and (2) the existence, validity or value of any
Collateral; (f) in the Bank's name or in your name or the name of any other appropriate person,
demand, sue for, collect or receive any money or property at any time payable or receivable on
account of or in exchange for, or make any compromise or settlement which the Bank may
consider desirable with respect to, any of the Collateral; (g) extend the time of payment, arrange
for payment in installments, or otherwise modify the terms of any Overdraft or any other
Liabilities, or release any of the Collateral; (h) contest, pay and/or discharge all liens,
encumbrances, taxes or assessments on, or claims, actions or demands against, any of the
Collateral, and take all actions and proceedings in the Bank's name or in your name or the name
of any other appropriate person in order to remove or contest such liens, encumbrances, taxes,
assessments, claims, actions or demands, or refrain from doing any of the these actions, all
without affecting your liabilities on any Overdraft or any other Liabilities and the Collateral, and
without notice or liability to you and without your consent, except to account for property
actually received by the Bank.
You hereby irrevocably appoint the Bank as your attorney-in-fact with authority to: (a) receive,
open and dispose of all mail addressed to you; (b) endorse your name on any instruments that
may come into the Bank's possession; (c) sign your name on any assignment or other instruments
of conveyance or transfer any of the Collateral; and (d) take all other actions as the Bank may
consider appropriate to carry out and enforce these provisions and to exercise the Bank's rights
under these provisions and this Manual. The Bank will not be obligated to exercise any authority
or right granted to it under these provisions and will not be liable for any action taken or omitted
or the manner of taking any action, except for its willful misconduct, and in no event will the
Bank be liable for consequential damages. In addition, with respect to book-entry U.S. Treasury
Bills, you authorize the Bank to serve as your bailee and agent with respect to the book-entry
U.S. Treasury Bills and other book-entry securities, and to take any action and to execute and
deliver any documents on your behalf as the Bank considers necessary or desirable in order to
perfect the Bank's security interest in those book-entry securities. You hereby give notice to the
Bank (in the Bank's capacity as your bailee and agent) of the Bank's security interest in any
book- entry securities held or maintained by the Bank as your bailee and agent.
You represent and warrant that: (a) you have not already assigned or pledged any of the
Collateral or any of the proceeds of the Collateral; (b) you are the sole owner of the Collateral
and any instruments evidencing the Collateral; and (c) no other person or Entity has any claim or
right to the Collateral, other than, in the case of clause (a) and (c) above, pledges and liens in
favor a securities intermediary that maintains a security account subject to the control of Bank.
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You will pay to the Bank all costs and expenses incurred and sums paid by the Bank (including,
without limitation, attorneys' fees and disbursements, insurance premiums and sales
commissions) in connection with the. custody, care, collection, repair, storage or preparation for
or any actual or attempted disposition of any of the Collateral, the collection of any proceeds of
insurance with respect to the Collateral, the enforcement of the Bank’s rights and remedies under
these provisions, or otherwise in connection with this Manual or these provisions.
Upon demand from the Bank at any time that any of the Overdrafts or any other Liabilities are
outstanding and unpaid, you will promptly assign and transfer to the Bank and grant to the Bank
a security interest in additional Collateral of a value and character satisfactory to the Bank or
make such payment of all or a part of the Overdrafts as the Bank may require.
Upon demand by the Bank for payment of an Overdraft or any of the other Liabilities, or the
occurrence of any "default" or "event of default" under or with respect to any of the other
Liabilities, then all of the Overdrafts, all related interest and/or all other Liabilities will, at the
Bank's sole option, be immediately due and payable, even if any promissory note or other
instrument or document states otherwise, and the Bank may: (a) vote any shares of stock or other
securities and exercise all or any powers with respect to any stock or securities as if it were an
absolute owner of that Collateral; and/or (b) sell any of the Collateral or cause the same to be
sold in New York County, New York, U.S.A., or elsewhere, in one or more sales or parcels at
such price and on such term as the Bank may deem advisable, for cash or on credit, for
immediate or future delivery, without assumption of any credit risk, at any public or private
sale(s) or other disposition(s), without demand of performance (which demand is expressly
waived), on at least ten (10) days' notice to you (if any notice is required by law) of any public
sale or the time after which a private sale or other disposition may be made (which notice you
acknowledge is reasonable) and, in connection with any such sale, may grant options and impose
reasonable conditions on such sale, and the purchasers of any of the Collateral so sold will
thereafter hold the Collateral absolutely free from any claim or right of any kind including any
claim you may have in any equity in the Collateral (any such equity being hereby expressly
waived and released), and the Bank or any of its nominees or agents may buy at any public sale
and if the Collateral is of the type sold in a recognized market, or is of the type which is the
subject of widely distributed standard price quotations, at a private sale. In addition to, and
notwithstanding any other rights granted by law or these provisions (or any limitations contained
herein on any such rights), the Bank will have the right to collect from you any deficiency in any
of the Liabilities remaining after any disposition of the Collateral (less all costs, expenses, fees
and commissions incurred by the Bank in making such disposition), and will have the rights and
remedies with respect to the Collateral of a secured party under the UCC. You agree that any
action taken by the Bank in accordance with these provisions will be considered to be
commercially reasonable.
Notwithstanding anything to the contrary contained in these provisions, if in the sole judgment of
the Bank, any of the Collateral consisting of securities or foreign currency (or any other property
denominated in a foreign currency) suffers a substantial deterioration in value, the Bank may, at
any time, liquidate (or execute a "forward transaction" on) that Collateral, all without notice to or
consent by you, even if the Bank does not make demand for repayment of any Overdraft or
interest, and even if none of the other Liabilities are then due and payable. The Bank may, in its
sole and absolute discretion, apply the proceeds of this liquidated Collateral or forward
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transaction to any one or more of the Liabilities, in any order and amount(s) as the Bank may
choose, and/or retain the proceeds thereof as additional Collateral under and subject to these
provisions.
Even though the Bank may be in possession of the Collateral, you will be primarily responsible
for the payment in full of the Overdrafts, interest and other Liabilities. You assume all liability
and responsibility for the Collateral, and your obligation to pay any Overdraft(s), interest and
other Liabilities will in no way be affected or diminished because any Collateral may be lost,
destroyed, stolen, damaged, or for any other reason whatsoever unavailable to you or that the
value of the Collateral shall decrease.
The Bank may, at any time, at its option, apply all or any cash received from the Collateral to the
payment, in whole or in part, of principal and/or interest on any of the Overdrafts and/or other
Liabilities, whether or not then due, applying such cash as it shall elect, making rebate of interest
or discount to the extent required by law and so as not to make the rate of interest charged
unlawful in connection with such application.
The Bank may assign and/or transfer to any assignee or transferee of the Overdrafts and/or other
Liabilities, any or all of the Collateral and the Bank's rights with respect to the Collateral, in each
case without notice to you and without any consent of you or any other person, and after such
assignment or transfer the Bank will have no responsibility with respect to the Collateral which
is assigned and/or transferred. The Bank's assignee or transferee will have all the powers and
rights of the Bank with respect to the Collateral assigned or transferred, but the Bank shall retain
all rights and powers with respect to any of the Collateral not so assigned or transferred. You
agree not to assert against any assignee or transferee of any of the Overdrafts or any other
Liabilities any claims, counterclaims, offsets or defenses that you may have against the Bank.
If any of the Collateral is applied in payment of any of the Overdrafts or any other Liabilities,
you will not have the right of subrogation to the Bank's rights in any other Collateral or any right
of contribution from the Bank by reason of that application.
You agree that all payments to be made to the Bank on account of any Overdrafts or other loans,
advances, extensions of credit and/or other Liabilities, whether for principal, interest or
otherwise, will be made without defense, set-off or counterclaim, free and clear of, and without
deduction for or on account of, any present or future Foreign Taxes (as defined below). You
further agree that, if any Foreign Taxes are required to be withheld from any amounts payable to
the Bank, or if the Bank itself is required to pay any Foreign Taxes in connection with such
loans, advances or extension of credit or payments made on any of the loans, the Bank may, in
its sole and absolute discretion, (i) increase the amounts payable by you to the Bank to the extent
necessary to yield to the Bank (after payment of all Foreign Taxes) the full amounts which the
Bank would have received had the payments not been subject to Foreign Taxes, (ii) debit any
account(s) which may be maintained by you at any office of the Bank, in an amount equal to the
required payment for Foreign Taxes, and/or (iii) sell any of the Collateral in accordance with
applicable law.
"Foreign Taxes" means any income, stamp or other taxes, levies, imposts, duties, charges, fees,
deductions, withholdings or restrictions or conditions of any nature whatsoever now or hereafter
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imposed, levied, collected, withheld or assessed by any country or government (or by a political
subdivision or taxing authority thereof) other than the United States of America or any political
subdivision or taxing authority thereof.
Whenever any Foreign Tax is paid by you, as promptly as possible thereafter, you will send to
the Bank an official receipt showing payment of that tax, together with such additional
documentary evidence as may be required from time to time by the Bank.
You shall deliver to the Bank all certificates, confirmations, receipts, and instruments relating to
the Collateral. You shall execute and deliver such other documents and take such other actions as
the Bank may from time to time reasonably request in connection with, and in order to carry out
the terms of this section, including the placing of legends or notices on any instruments or other
documents evidencing or relating to the Collateral.
No failure on the part of the Bank to exercise, and no delay in exercising, any right under these
provisions will operate as a waiver of that right; nor shall any single or partial exercise by the
Bank of any right hereunder preclude any other or further exercise thereof or the exercise of any
other right. The remedies provided in these provisions are cumulative and not exclusive of any
remedies provided by law.
Funds Availability at Bank Leumi USA
This section will help you determine when funds from deposits to your checking, savings and
money market account will be available for withdrawal. This section also describes certain types
of deposits that are given special availability.
However, this section does not apply to checks drawn on, or payable through, offices located
outside the United States or not payable in U.S. Dollars. It also does not apply to items that have
not been preprinted or post-encoded with the routing number.
General Policy
Same-Day Availability
1. Funds from electronic and direct deposits to your account are available on the day we
receive the deposit.
2. Cash.
3. Wire transfers.
4. Check deposits (Checks of any type) - the first $200 of funds are available on the day of
deposit.
Next-Day Availability
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Funds from Check deposits that do not receive same-day Availability (above) will, subject to the
provisions of this section, be available as follows:
1. First $200.00 will be available on the day of your deposit to pay checks you have written
to others and for withdrawals in cash. All of the remaining funds will be available on the
Business Day after the day of your deposit to pay checks you have written to others or for
cash withdrawal.
2. For example, you deposit a $700.00 check on Monday. $200.00 is available on Monday
to pay checks to others and to withdraw in cash. The rest is available to pay checks and
to withdraw in cash on Tuesday.
Longer Than Next-Day Availability – Various Exceptions Are Listed Below
Determining the Effective Date of Your Deposit
A Business Day is any day of the week that is not a Saturday, Sunday, bank holiday or Federal
holidays. If you make a deposit at a Branch before the Branch closes for business that day (but
no later than 4 p.m. local time), we will consider that day to be the day of your deposit. If we
receive a transmission through remote check capture (Leumi Deposit Capture) or mobile check
capture (Leumi Mobile Deposit Capture) before 8:30 p.m. EST, we will consider that day to be
the day of your deposit. However, if you make a deposit after those times or on a day that we are
not open, we will consider that the deposit was made on the next Business Day that we are open.
Availability of Deposits Made By Mail
A deposit received by mail is considered made on the day we receive it for processing.
Exceptions to Bank Leumi USA’s General Funds Availability Policy
Longer Delays May Apply
In some cases, we will not make all the funds that you deposit by check available to you in
accordance with our general policies.
Notification for Delayed Availability
If your ability to withdraw funds will be delayed for any reason indicated in this section
“Exceptions to Bank Leumi USA’s General Funds Availability Policy” we will notify you and
tell you when the funds will be available. They will generally be available no later than the
fourth (4th) Business Day after the day of your deposit. However, no additional notice will be
given if availability is delayed for the reasons described in the “Deposited of More Than $5,000
on One Day” or “Re-deposited of Checks Returned Unpaid” sub-sections.
Deposits of More Than $5000.00 on One Day
If you deposit checks totaling more than $5,000.00 on any one day, the first $5,000.00 will be
available to you in accordance with the General Policy provisions of this Funds Availability
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Policy unless an exception to the General Policy applies. The amount in excess of $5,000.00 will
generally be available on the second Business Day after the day of deposit for Checks.
Redeposit of Check(s) Returned Unpaid
We reserve the right to extend the time within which these checks become available.
Special Rules for New Customers
You are considered a new customer if you have not had an account at the Bank for at least thirty
(30) days prior to your opening the account. For the first thirty (30) days, there is no next-
business-day availability for the proceeds of Checks.
Proceeds of Checks will be available on the seventh (7th) Business Day after the day of your
deposit if the deposit meets certain conditions. (For example, Checks must be payable to you as
payee named on the face of the Check and you must obtain approval from the market service
team before deposit.)
Collection Items
We may require that any check you present for deposit be sent out for collection. That is, your
funds will be available after we have received payment from the bank on which the check is
drawn. You will be charged a fee for this service.
Checks That May Not Be Collectible
Occasionally, a check is given to the Bank that we decide not to accept for deposit or payment
because we doubt the collectability of the funds. When this happens, we will return the check to
you or, if you request, send the check out for collection. On other occasions, we may learn that a
check we accepted for deposit may not be honored. Should this happen, we will delay the
availability of the deposit for a reasonable period of time until the check is either paid or
returned. In all cases, we will notify you of the action we take.
Foreign Checks
Checks that are drawn on banks outside the United States are generally sent for collection. Your
account will be credited for the US dollar equivalent of the check based upon a timetable which
reflects when we would customarily receive payment from the bank on which the item is drawn.
Events Beyond Our Control
In the event that we are unable to conduct business due to an interruption of communication
facilities, suspension of payments by another bank, war, other emergency conditions or other
circumstances beyond our control, it may be necessary to increase some or all of the time periods
specified in these availability schedules. If this happens, we will try to inform you if possible.
Overdrafts
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We may delay the availability of the deposit if you have overdrawn your account or have had
frequent returned deposits.
Double-Endorsed Checks
When you deposit a check into your account, we ask you to endorse it with your signature or
endorsement stamp. However, we reserve the right to refuse to accept for deposit any check that
is not made payable directly to you. We reserve the right to refuse to accept for deposit a double-
endorsed check. A double-endorsed check is a check that is made payable to someone other than
yourself and then endorsed to you by that person. In some cases, we will accept such checks on
a “collection basis,” which means that the funds will not be available to you until we have
received payment from the bank on which the check is drawn. If such a check is mailed to the
bank or sent to the bank through any remote means, we may elect to return the check to you. If
the bank accepts such a check for deposit, it may delay the availability of the deposit for a
reasonable period of time until the check is either paid or returned. Should this occur, you will
be notified of the delay.
Deposit Subject to Verification
All deposits accepted from you are subject to verification. Your account is credited for the
amount shown on your deposit slip. Adjustments for errors in addition or subtraction may be
posted to your account. Your account also may be adjusted for items you have in your deposit
that we determine require special handling (for example: verification of prior endorsements).
Bank’s Right to Chargeback
All checks deposited in your account, or cashed for you, are handled by us as your agent
subject to charge back or refund if for any reason final payment is not received by us. Any
check drawn on us deposited in your account, or cashed for you, is subject to charge back or
refund if such check is not properly payable. The Bank’s policy on availability of funds from
checks that you deposit will not affect your obligation to repay the Bank for any check that you
deposit that is not paid, nor will it affect the Bank’s right to charge back your account or to
obtain reimbursement for any check that is not finally paid for any reason.
Credit given by the Bank to you with respect to an automated clearing house credit entry is
provisional until we receive final settlement for such entry through a Federal Reserve Bank. If
we do not receive such final settlement, you are hereby notified and agrees that we are entitled to
a refund of the amount credited to you in connection with such entry, and the party making
payment to you in connection with such entry (i.e., the originator of the entry) shall not be
deemed to have paid you in the amount of such entry. We are not required to give next day
notice to you of receipt of an ACH item and we will not do so. However, we will continue to
notify you of the receipt of payments in the periodic statements we provide to you.
We may accept on your behalf, payments to your account which have been transmitted through
one or more Automated Clearing Houses (ACH) and which are not subject to the Electronic
Fund Transfer Act and your rights and obligations with respect to such payments shall be
construed in accordance with and governed by the laws of the State of New York.
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Changes to Our Policy
We will notify you of any change(s) to our Funds Availability policies as required by applicable
law. We may post such changes online.
For Further Information
Please contact a Bank Leumi USA branch or Leumi Client Services at 1.800.892.5430.
Substitute Checks and Your Rights (Check 21 Disclosure)
What Is a Substitute Check?
A substitute check is a paper reproduction created from a digital image of the front and back of
the original check and bears the legend “This is a legal copy of your check.” You can use it the
same way you would use the original check. Federal law allows banks to replace original checks
with “substitute checks.” Under the law, a substitute check is the “legal equivalent” of the
original check. In other words, it can be used in the same way and for all purposes for which you
would use the original check.
Consumer Rights
The following rights apply if you receive a substitute check from us in lieu of the original check.
These rights do not apply to original checks or to electronic debits. Your rights as to those
transactions remain unchanged and are described in other sections of this Manual. Please note
these rights also do not apply to images of checks furnished to you or viewed through Leumi
Online.
In certain cases, federal law provides a special procedure that allows you to request a refund for
losses you incur if you believe a substitute check is incorrectly posted to your account (for
example, if you think your account was debited for the wrong amount) and production of the
original check is needed to determine the validity of the debit. The losses you may attempt to
recover may include the amount that was withdrawn from your account and fees that were
charged as a result of the withdrawal (for example, overdraft check fees.) The amount of the
refund you may request under this procedure is limited to the amount of your loss or the amount
of the substitute check, whichever is less. You are also entitled to interest if your account is an
interest-bearing account. If your loss exceeds the amount of the substitute check, you may be
able to recover additional amounts under other laws.
Under federal law, you may receive up to $2,500 of your refund (plus interest if you have an
interest-bearing account) within ten (10) Business Days after we receive a complete claim from
you and the remainder of your refund not later than forty-five (45) calendar days after we receive
a complete claim from you. You will not be entitled to a refund if we determine that the
substitute check was correctly posted to your account. Alternatively, we may reverse the refund
(including any interest on the refund) if we later determine that the substitute check was correctly
posted to your account.
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Filing a Claim
If you believe a substitute check you have received from us was improperly debited to your
account, please call Leumi Client Services at the number indicated on the back cover of this
Manual or email us at [email protected]. You must contact us within forty (40) calendar
days of the date we mailed, or otherwise made available to you, the substitute check in question.
We may extend the time period if you were prevented from contacting us for extenuating
reasons. In certain situations, such as forgery claims, we may require that you put your claim in
writing. If so, we must receive the information in writing within ten (10) Business Days from
the day you first notified us of your claim. If you are not able to contact us by telephone, you
may also write to us at the address indicated at the back cover of this Manual. In investigating
your claim, we may request the following information from you:
• Description of how you suffered a loss;
• Amount of your loss;
• Explanation as to why the original check is needed to determine the validity of the amount
charged to your account; and
• A copy of the substitute check and/or information to help us identify the substitute check
(such as check number, the amount of the check and payee).
ERISA Section 408(b)(2) Disclosure Document for Business Accounts
If you are opening an account on behalf of a retirement plan subject to the Employee Retirement
Income Security Act of 1974 (“ERISA”), by opening the account, your signature on the Entity
Client General Resolution and Relationship Agreement and the Entity Signature Card and other
account opening documents constitutes your acknowledgement that you reviewed the below
Bank Leumi USA Business ERISA Section 408(b)(2) Disclosure Document made available to
you reasonably in advance of your deciding to open the account and that after your review, you
made an independent decision that the fees and other compensation are reasonable for the
services being provided by the Bank. Your signature further acknowledges that you consent to
the Bank updating or changing the Disclosure Document by posting updated documents and/or
notices at the Bank’s website and that, subject to applicable law, it is your responsibility to check
the website periodically for such updates.
ERISA Section 408(b)(2) Disclosure Document Bank Leumi USA Business Accounts
Introduction
This disclosure document (“Disclosure Document”) provides an overview of the fees and other
compensation charged for or otherwise related to the services provided by Bank Leumi USA or
other Bank Leumi businesses in the United States (collectively, with the Bank, the “Bank”), with
respect to certain employee benefit plans that have opened a Business Account at the Bank
(“Account”). This Disclosure Document is intended to include the information required by the
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Department of Labor regulation under Section 408(b)(2) of the Employee Retirement Income
Security Act of 1974, as amended (“ERISA”), which is commonly known as the service provider
fee disclosure rules (referred to herein as the “408(b)(2) Regulation”). You may access the full
text of the 408(b)(2) Regulation at http://www.dol.gov/ebsa/pdf/2012-02262-PI1.pdf. However,
the 408(b)(2) Regulation may not apply to the Account. This Disclosure Document should be
read in conjunction with this Manual, the Business Fee Schedule and other account-related
documents (referred to collectively as “Client Documents”).
The following information reflects our current arrangements for services that may be provided to
or offered to your plan in connection with its Account at the Bank. Your plan may also receive
services from other Bank Leumi USA affiliated and non-affiliated service providers, such as a
third party administrator. To the extent that your plan receives services from the Bank that are
outside of the scope of the services covered by this Disclosure Document, please refer to the
disclosure documents specifically relating to those services. For services and related fees and
expenses associated with services provided by parties that are not affiliated with the Bank, please
refer to the disclosure documents provided by those service providers or contact them directly.
Explanation of Services: The Bank provides a variety of business banking account options,
including interest bearing and non-interest bearing demand deposit checking accounts, savings
accounts, insured money market accounts and certificates of deposit accounts. These services
may include certain sub-services that are not specifically stated. With respect to your Account,
the Bank does not provide cash management services. For more information regarding the
services that the Bank makes available, please review your Client Documents.
Explanation of Status/Capacity: In providing services contemplated under the Client
Documents, the Bank operates solely in the capacity of a depository institution and is not acting
as a fiduciary to your plan.
Explanation of types of compensation:
Direct Compensation means payments made directly by the plan for services
rendered to the plan. Direct compensation amounts disclosed in this Disclosure
Document are dollar amounts earned and retained by the Bank on a cash basis.
Indirect Compensation means compensation received from sources other than
directly from the plan or plan sponsor in connection with the services provided to
the plan. In certain circumstances, the payment of indirect compensation to the
Bank may depend on several factors, including the elapsed time period during
which deposits are held at the Bank.
Direct Compensation
All annual maintenance fees and charges are waived for your Account. However, if you request
additional services, fees or charges may apply to those services. You will be informed of any
fees or charges when you request such services.
Indirect Compensation Paid from Sources Other than the Plan
Benefits from Bank Deposits: The Bank obtains financial benefits attributable to the Account’s
cash balances invested in bank deposits. This is because the Bank may invest these cash
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balances or use them to fund certain of its business activities, whereby the Bank keeps the
difference between any interest paid to the Account and other costs incurred by it with respect to
these cash balances and the interest or other income earned on its loans, investments and other
assets obtained with the use of these cash balances.
Termination Fee: None.
Additional disclosures regarding compensation that may be received by Bank Leumi USA or related parties
The Bank or a related party may receive other forms of compensation not described above.
Generally, these payments are not reasonably attributable to any individual account or client.
Marketing Support, Conferences, Sales Meetings, and Similar Activities
The Bank may receive marketing and training support payments, conference
subsidies, and other types of financial and non-financial compensation and
incentives from mutual fund companies, insurance and annuity companies and
other investment product distributors, investment advisors, broker-dealers and
other vendors to support the sale of their products and services to Bank Leumi
USA clients. These payments may include reimbursement for the Bank’s
participation in sales meetings, seminars and conferences held in the normal
course of business. These payments may also include reimbursements for costs
and expenses incurred by the Bank in sponsoring conferences, meetings and
similar activities. These payments are received by the Bank in connection with all
of its accounts and are not dependent on or related to the amount of assets
invested in your Account. Because they are based on all of the Bank’s accounts,
including non-ERISA accounts, they cannot reasonably be allocated to any
particular account. The providers independently decide what they will spend on
these types of activities and do not share this information with the Bank, subject
to regulatory guidelines and the Bank’s policies. The amount of any expense
reimbursement or payment to the Bank is dependent on which activities the Bank
participates in or sponsors, the amount of that participation and other factors, and
is determined solely by the provider.
Receipt of Gifts, Gratuities and Nonmonetary Compensation to Bank Leumi
USA
From time to time, third-party vendors (such as investment product distributors
and providers, mutual fund companies, investment advisors, insurance and
annuity companies, broker-dealers, wholesalers, etc.) may provide the Bank with
non-monetary gifts and gratuities, such as promotional items (e.g., coffee mugs,
calendars or gift baskets), meals and access to certain industry-related conferences
or other events (collectively, “gifts”). The Bank has implemented policies and
procedures to comply with current regulations intended to ensure that the Bank
and its employees worldwide avoid actual or perceived conflicts of interest when
giving or receiving gifts and entertainment from relevant parties, and comply with
all applicable laws and regulations, including the U.S. Bank Bribery Act and the
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U.S. Foreign Corrupt Practices Act. Under the Bank’s policy, the maximum
value that may generally be received by any individual in any calendar year for a
gift is $100.00, and for meals and entertainment the maximum is $250.00 per
event. Entertainment must be appropriate, customary and reasonable and clearly
not meant to influence business or serve as a “quid pro quo” for it to be accepted
by the Bank. To the extent any gift, gratuity or non-monetary compensation is
paid to or received by the Bank we believe it is insubstantial with respect to any
particular account or client. Accordingly, the Bank does not reasonably anticipate
receiving any gift, gratuity on non-monetary compensation associated with an
ERISA account in excess of $250 and thus reportable under the 408(b)(2)
Regulation.
Referral/Solicitor Fees
If your account was referred to us by a third party, please refer to the applicable
disclosure letter/ document provided to you at the time of the referral for
information regarding any fees that may have been paid by the Bank to the
referring party.
The foregoing are the services, transactions and fees that may be offered to plan clients. Certain
services or transactions referenced or discussed herein or otherwise provided with respect to your
Account may not require an ERISA prohibited transaction exemption or may be covered by an
exemption other than Section 408(b)(2) of ERISA and, as such, are not covered by this
Disclosure Document. You should refer to your Client Documents (or disclosure document
provided by the Bank or other service provider) for information on any fee not specifically
referenced herein that could be charged to your Account.
If you have any questions concerning this 408(b)(2) Disclosure Document or the information
provided to you concerning our Account services and compensation, or need a copy of the Client
Documents, please contact your Bank Leumi USA representative.
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How to Contact Us
Leumi Client Services
Toll-Free (within the U.S.) 1. 800.892.5430
To call collect from outside the U.S. +1 917.542.2343
Other Customer Service Addresses and Telephone Numbers* * to ensure quality service, calls are randomly monitored and may be recorded.
New York
579 Fifth Avenue (at 47th Street)
New York, New York 10017
Tel: (917) 542-2343
Illinois
One North LaSalle Street
Chicago, Illinois 60602
Tel: (312) 419-4040
California
555 W. Fifth Street
Los Angeles, California 90013
Tel: (213) 452-8600
2000 University Avenue
E. Palo Alto, California 94303
Tel: (650) 289-2400
Florida
One Turnberry Place
19495 Biscayne Boulevard
Aventura, Florida 33180
Tel: (305) 918-6960
Terms, conditions and fees for accounts, products, programs and services are subject to
change.
© 2016 Bank Leumi USA, Member FDIC.