51�Թ������ճԹ�

Intelligent Workplace^SM Platform Services – Additional Terms

1. DESCRIPTION OF SERVICES

(a) Intelligent Workplace Services. If purchased by Client, 51�Թ������ճԹ� will provide Client, and its authorized employees that have been given the authority to access these Services (“Authorized Users”), access to 51�Թ������ճԹ�’s web-based Intelligent Workplace platform (“IW Platform”) which Client and its Authorized Users may use to access the applications described in these terms (collectively, the “Intelligent Workplace Services”). The Intelligent Workplace Services include the following Services:

��

PrologueTM Services

VantageTM Services

FrontierTM Services

��

(b) Professional Services. 51�Թ������ճԹ� shall provide mutually agreed upon implementation, training, consulting or other such professional services for initial and additional projects (“Professional Services”) in connection with the Intelligent Workplace Services as set forth in an applicable statement of work (“Statement of Work” or “SOW”).

(c) Additional Professional Services Terms.

(i) Project Managers and Project Plans/Guidance Documents. Each party shall designate an appropriate representative to serve as a coordinator and manager for that party (“Project Manager” or “PM”), and the Project Managers (and appropriate other technical representatives) will work together in good faith to mutually track progress on (and any applicable changes to) the project. The parties’ Project Managers may also develop and update, as needed, a project plan, project schedule, guidance documents or similar such documentation to help guide the project’s progress (collectively, “Project Plan”). However, for clarity, the Project Plan is not a part of the SOW, and, accordingly, updating the Project Plan may be done by the Project Managers without requiring a formal amendment or other such mutual written agreement of the parties.

(ii) Change Requests. Any changes to the SOW, including without limitation any Professional Services to be provided outside the scope and/or parameters set forth in the SOW, will be require documentation using 51�Թ������ճԹ�’s standard change request/change order documentation process (“Change Request”).

(iii) Resource Availability; Scheduling. Client acknowledges that 51�Թ������ճԹ� resources are not dedicated resources, and scheduling is subject to available times. After Professional Services are scheduled, if Client requests or requires, for any reason that the project be put on hold or rescheduled for more than 14 days, 51�Թ������ճԹ� will attempt to reschedule tasks to minimize the non-productive time arising and/or reassign its personnel to other suitable work, and Client will not be charged for the time personnel were reassigned to other clients. Otherwise, 51�Թ������ճԹ� may charge Client and Client agrees to pay a rescheduling fee in the amount of 10% of the fixed fee amount, not to exceed $25,000, and Client will remain responsible for any non-refundable travel fees 51�Թ������ճԹ� incurs in connection with such scheduled Professional Services. Any after hours work must be authorized by the 51�Թ������ճԹ� Project Manager and is subject to 51�Թ������ճԹ�’s after hours rates. 51�Թ������ճԹ� reserves the right to engage the personnel and resources of its affiliates and subcontractors to provide the Professional Services; provided that 51�Թ������ճԹ� shall remain primarily liable for the performance of any such affiliates or subcontractors. 51�Թ������ճԹ� shall not be responsible for delays or failures in performance resulting from acts or causes beyond the reasonable control of 51�Թ������ճԹ�. For clarity, the rescheduling fee above is in addition to the Professional Services fees for the respective project.

(iv) Tools, Scripts and Related Materials. 51�Թ������ճԹ� may provide certain scripts, functionality-improving programs, “data scrubbing” or other such tools, input forms, file formats, scripts or other such code or materials as part of the project and as otherwise necessary for 51�Թ������ճԹ� to properly perform and provide the Professional Services (collectively, “Tools”). Notwithstanding anything to the contrary, all rights, title and interest to the Tools (and any derivative works thereof) will be owned by 51�Թ������ճԹ�. 51�Թ������ճԹ� grants to Client a limited, non-exclusive, nontransferable license to use such Tools, when such tools are provided, subject to the following: (i) the Tools may be used solely for assisting 51�Թ������ճԹ� in performing the applicable Professional Services within the scope identified by 51�Թ������ճԹ�, and only as instructed by 51�Թ������ճԹ�; (ii) the Tools are provided as a one-time delivery and are not subject to any maintenance, support or other such obligations on the part of 51�Թ������ճԹ�; and (iii) the Tools are provided on an “as is” basis.

(v) Services Disclaimer. THE PROFESSIONAL SERVICES AND ANY OUTPUTS, TOOLS, MATERIALS OR RECOMMENDATIONS PROVIDED ARE NOT INTENDED TO PROVIDE ANY LEGAL, FINANCIAL, REGULATORY, TAX, INFORMATION SECURITY OR OTHER SUCH ADVICE OR GUIDANCE. CLIENT IS SOLELY RESPONSIBLE FOR DETERMINING WHETHER USE OF ANY FISERV SOFTWARE, SERVICES, DELIVERABLES OR OTHER INFORMATION, RECOMMENDATION OR SUGGESTION PROVIDED BY FISERV IS IN CLIENT’S BEST INTERETS OR IS APPROPRIATE AS PART OF CLIENT’S COMPLIANCE PROGRAMS OR PROTOCOLS (WHICH CLIENT IS RESPONSIBLE FOR DETERMINING).

(d) On-Line Product Training. In connection with the Intelligent Workplace Services, 51�Թ������ճԹ� shall provide Client’s and its employees access to 51�Թ������ճԹ�’s web-based catalog of self-paced training modules (“E-learning Library Courseware”). Client shall ensure each employee credentialed to access and use the E-learning Library Courseware (each an “End User”) complies with these terms. Client shall at all times remain fully responsible and liable for any breach or other such act or omission by an End User relating to the E-learning Library Courseware (or the Agreement).

2. PERFORMANCE

(a) Hours of Operation. 51�Թ������ճԹ� will use reasonable efforts to cause the Intelligent Workplace Services to be available to Client in a 7x24 environment, excluding reasonable downtime for system maintenance. 51�Թ������ճԹ� will use reasonable efforts to attempt to limit its scheduled downtime to those hours of operation least impacted by customer usage.

(b) Support Services Hours; Emergency Support. Customer support for the Intelligent Workplace Services are available during 51�Թ������ճԹ�’s normal business hours, 9:00 a.m. - 5:00 p.m. Eastern Time, on normal business days (Monday – Friday, excluding 51�Թ������ճԹ�’s standard holidays). 51�Թ������ճԹ� will also provide after-hours emergency support assistance between the hours of 5:00 p.m. - 9:00 a.m. Eastern Time, 365 days a year (and all day on holidays) if there is an outage of the Intelligent Workplace Services. After-hours emergency support is limited to those system problems that involve fundamental functionality of the IW Platform, preclude productive use of the Intelligent Workplace Services, and are having or are likely to have an immediate and material impact on a reasonably necessary business activity with no workaround occurring.

(c) Support Coordinators. Client may designate one billing coordinator and one primary support coordinator (with the option of an alternate support coordinator) (“Coordinators”) and provide 51�Թ������ճԹ� with updated contact information for such Coordinators. Client may update the Coordinators information upon written request to 51�Թ������ճԹ� (and completion of 51�Թ������ճԹ�’s information update documentation if requested by 51�Թ������ճԹ�). Client will ensure its Authorized Users direct all support inquiries to a support Coordinator who will then coordinate and request support from 51�Թ������ճԹ� in accordance with 51�Թ������ճԹ�’s support inquiry process.

3. ADDITIONAL TERMS AND CONDITIONS

(a) Go Live Date. For purposes of the Intelligent Workplace Services, “Go Live Date” means the date Client is first able to access the applicable Intelligent Workplace Services in live production.

(b) Authorized Users. Client will ensure its Authorized Users abide by these terms, including any use limitations or restrictions set forth in the Agreement, and Client shall at all times remain responsible for any breach of these terms or the Agreement by any Authorized User. Certain Intelligent Workplace Services may be limited to use by Authorized Users on a named user basis and, in such case, Client will identify its Authorized Users by either (a) using the applicable Intelligent Workplace Service to set up and maintain all required credentials for each Authorized Users, or (b) providing all requested information to 51�Թ������ճԹ� regarding such Authorized Users (using the submission method(s) identified by 51�Թ������ճԹ�) to allow 51�Թ������ճԹ� to properly establish or modify, as applicable, such credentials for the Authorized Users. All such credentials shall remain 51�Թ������ճԹ� Information. Client will prohibit the sharing of credentials among Authorized Users (and any other persons or entities), and Client will use all commercially reasonable efforts to prevent unauthorized access to or use of any credentials by any person or entity other than the assigned Authorized User.

(c) No Data Evaluation. Client is solely responsible for ensuring its input information and data is complete, accurate and compatible with the Intelligent Workplace Services. 51�Թ������ճԹ� is not responsible or liable for any errors, delays or other issues arising from incomplete, inaccurate or incompatible input information and data.

(d) Limitation on Protected Cardholder Data. The Intelligent Workplace Services are not designed to store PCI Data (as defined below). Accordingly, there are no dedicated fields in the Intelligent Workplace Services modules to store such data in compliance with the PCI Data Security Standards (“PCI-DSS”), and: (a) the transmission and storage of any such PCI Data is not permitted; (b) Client expressly agrees that no such PCI Data (whether Protected Cardholder Data as defined under PCI-DSS or not) need be or shall be provided to 51�Թ������ճԹ� in connection with the Intelligent Workplace Services or any other Deliverables provided under these terms; (c) to the extent Client provides any such PCI Data to 51�Թ������ճԹ�, 51�Թ������ճԹ� shall have the right: (i) to immediately return or destroy, at 51�Թ������ճԹ�’s discretion, such PCI Data without further obligation or responsibility; and (ii) to request that Client return the requested or required information without PCI Data included and Client agrees to provide such amended data; and (d) if any such exchange of PCI Data is authorized by 51�Թ������ճԹ�, Client will limit such PCI Data only to that data that is required for 51�Թ������ճԹ� to provide the Intelligent Workplace Services. Client accepts all risk of transmitting PCI Data in an unencrypted or otherwise noncompliant format, and Client releases, discharges, and shall indemnify and hold harmless 51�Թ������ճԹ�, its Affiliates and their respective employees, officers, directors, agents and suppliers from any and all liability, damage, or other loss under the Agreement or otherwise suffered by or through Client or suffered by any of the indemnified entities arising out of the transmission, destruction, or loss of such data, including without limitation any information security or privacy breach related to such data. For purposes of these terms, “PCI Data” means any Protected Cardholder Data or other credit card payment or account information, where “Protected Cardholder Data” means a credit card number and any other qualifying data elements when combined with the credit card number or other such information defined as “Protected Cardholder Data” under the PCI-DSS.

(e) Internet Use. Client acknowledges that use of the Intelligent Workplace Services may rely on Internet connectivity and access. Client and its Authorized Users are solely responsible for obtaining all such required connectivity, functionality and access, and 51�Թ������ճԹ� assumes no liability or control over the Internet or such Internet connectivity, functionality or access, including without limitation the speed or quality of such access or capabilities or risks for any access of any of Client’s on site systems or networks or remote access to Client’s systems or networks related to use of the Internet.

(f) Reliance on Instructions. 51�Թ������ճԹ� may rely on all configuration requests, parameters, document input guidelines and other such instructions (“Instructions”) provided by Client, and provide the Intelligent Workplace Services accordingly. Client assumes sole responsibility and liability for any issues, losses, claims or damages arising out of or relating to such Instructions and 51�Թ������ճԹ�’s reliance upon such Instructions.

(g) No Services Warranties. Client acknowledges that the Intelligent Workplace Services are provided only to supplement Client’s financial, marketing and other such diligence, documentation and review purposes, and Client is responsible for determining all compliance obligations and adopting a full compliance program. However, 51�Թ������ճԹ� will provide reasonable technical information about the functionality provided by the Intelligent Workplace Services to allow Client to properly evaluate, design and implement such functionalities as part of its compliance program. Accordingly, any warranties set forth in the Agreement regarding Client’s ability to comply with any laws, rules or regulations through the use of Deliverables do not apply to the Intelligent Workplace Services.

(h) Release Delays. While the parties acknowledge that the implementation of any releases or other such modifications to the Services are under 51�Թ������ճԹ�’s control and at 51�Թ������ճԹ�’s discretion, 51�Թ������ճԹ� agrees, upon at least 30 days’ prior written notice from Client, to delay implementation of a given release for a given Services functionality(-ies) (“Release”) to allow Client to perform internal testing and other such actions as required by applicable law and regulation. Client must specify in its notice: (i) the length of the requested delay, which shall be no longer than 3 months, and (ii) the applicable Release and Services functionality(-ies) affected. Notwithstanding the foregoing, at no time may Client be running more than one Release behind 51�Թ������ճԹ�’s then most current Release to all applicable Services functionality(-ies).

(i) ADDITIONAL DISCLAIMER. THE INTELLIGENT WORKPLACE SERVICES AND ANY OUTPUTS THEREFROM (AND ANY ASSOCIATED DELIVERABLES, AND/OR INFORMATION OR MATERIALS PROVIDED): (I) ARE MEANT ONLY TO SUPPLEMENT ANY DUE DILIGENCE OR OTHER ACTIONS CLIENT WOULD TAKE IN OPERATING ITS BUSINESS OR OTHERWISE ENGAGING WITH ANY CUSTOMER OR OTHER PARTY; (II) ARE BASED ON THE CLIENT INPUT DATA, SPECIFICATIONS AND CONFIGURATIONS SELECTED BY CLIENT, EACH OF WHICH MAY AFFECT ACCURACY AND RELIABILITY; (III) ARE NOT INTENDED TO SUPPLY INVESTMENT, FINANCIAL, TAX, INFORMATION SECURITY OR LEGAL ADVICE; AND (IV) ARE PROVIDED ONLY AS A TOOL TO BE USED AS PART OF AN OVERALL COMPLIANCE PROGRAM (WHICH CLIENT IS SOLELY RESPONSIBLE FOR DETERMINING AND IMPLEMENTING).

4. THIRD PARTY TERMS AND CONDITIONS

Client acknowledges that the Intelligent Workplace Services may rely on certain functionality provided by third party programs or functionalities (collectively, “Third Party Components”). Use of such Third Party Components through the Intelligent Workplace Services may be subject to additional terms and conditions, including as set forth below. Such terms and conditions cannot be modified by Client. If 51�Թ������ճԹ�’s agreement with the applicable third party provider terminates, 51�Թ������ճԹ� may terminate the applicable Intelligent Workplace Services or the applicable portions thereof which rely on the applicable Third Party Components; provided, however, that 51�Թ������ճԹ� will notify Client of any such termination as soon as commercially practicable, and 51�Թ������ճԹ� will attempt to offer Client a reasonable alternative solution, on mutually agreed upon terms, if commercially practicable.

5. E-LEARNING LIBRARY

(a) 51�Թ������ճԹ� shall make available web-based access to 51�Թ������ճԹ�’s self-paced E-learning Library Courseware to End Users who have been given authority by Client and credentialed to set up a seat user account in 51�Թ������ճԹ�’s learning management system, as an authorized user to access and use the E-learning Library Courseware. For clarity, the E-learning Library content is not part of the application Software, third party Software, or Professional Services provided hereunder and are for use solely in connection with the Intelligent Workplace Services applications for Client’s internal business purposes.

51�Թ������ճԹ� shall assign Client a unique code for access to the E-learning Library. By using this code, all End Users shall have access to the full E-learning Library. Each End User shall be responsible for creating an account in the 51�Թ������ճԹ� learning management system to manage their assignments, launch curriculum and view transcripts.

(b) Users. Access and use of the E-learning Library Courseware is for unlimited End Users for both Frontier Reconcilliation and Prologue Financials, regardless of Client’s Level.

(c) Additional Terms and Conditions

(i) Information and Materials

A. All information and materials contained in the E-learning Library are 51�Թ������ճԹ�’s Information and protected under privacy, data protection, confidentiality, copyright, patent, trademark and other laws. Client shall not permit access by any non-Client employee to the E-learning Library without 51�Թ������ճԹ�’s prior written consent.

B. Client is solely responsible for any End User prerequisites or skill level needed to participate in the E-learning Library. 51�Թ������ճԹ� does not provide written assessment of an End User’s performance on an E-learning module and assumes no responsibility for any End User performance after participation.

C. Client shall not and shall not permit any End User to (i) use, copy, download, modify, create derivative works or distribute the E-learning Library content except as provided herein, or (ii) reverse assemble, reverse compile, or otherwise translate the E-learning Library Courseware.

(ii) Communication Lines, Terminals, Equipment, Software

A. Client is solely responsible to obtain and provide at its own expense web browser software, other compatible Client software and necessary communications equipment and other hardware and equipment (the “Computer System”) required to access the E-learning Library Materials as stated by 51�Թ������ճԹ� in writing in advance. 51�Թ������ճԹ� shall not be responsible for the provision of any maintenance or repairs to the Computer System or of any parts or replacements for the Computer System and Client shall install and manage Client equipment, software and telecommunications services outside of the 51�Թ������ճԹ� system.

B. Client shall not transmit any viruses, worms, Trojan horses or other harmful content into the 51�Թ������ճԹ� system.

C. Client understands and acknowledges that the E-learning Library will not be available during periods of maintenance or emergencies and any other downtime caused by reasons beyond 51�Թ������ճԹ�’s control, including but not limited to, data communications, or third party solutions and 51�Թ������ճԹ� shall not be held responsible for any such downtime.

(d) Cancellation and Termination

(i) 51�Թ������ճԹ� reserves the right to add, modify or withdraw e-learning modules at any time without notice.

(ii) 51�Թ������ճԹ� shall have the right to terminate the E-learning Library Courseware at any time. 51�Թ������ճԹ�’s sole liability for such termination shall be a prorated refund of pre-paid fees for the E-learning Library Courseware.

(e) No Warranty. 51�Թ������ճԹ� does not warrant uninterrupted or error free operation of the E-learning Library Courseware or that 51�Թ������ճԹ� shall correct any defects. The E-learning Library Materials are provided on an “as is” basis.

6. PROLOGUE™ SERVICES

(a) DESCRIPTION OF SERVICES. To the extent Client purchases the Prologue Services identified below, 51�Թ������ճԹ� will provide Client access to the Prologue performance management applications described below through the IW Platform (“Prologue Services”).

��

PROLOGUE SERVICES

Services Description

PrologueTM Financials includes: · Prologue Financials General Ledger · Prologue Financials Accounts Payable · Prologue Financials Fixed Assets · Accruals / Prepaids · Unlimited Cost Centers · Unlimited Companies · ACH · MICR · Vendor Document Scanning · AP Workflow Approvals · Check Reconciliation · Account Restructure · E-mail Manager (either Full Module or Limited: AP Only) · Allocations · Procurement (w/Inventory Manager) · Multi-Currency · 2007 Sales/Purchase Tax – (AP & PO only) · Test Environment ��

PrologueTM Visual Intelligence (PVI) includes: PVI Platform EPM Data Models Standard Applications & Worksheets ��

PrologueTM Investment Portfolio Account (PIPA) includes: Unlimited Holdings Unlimited Portfolios Fixed Term Liability ��

PrologueTM Credit Loss Manager, (PCLM) includes: PCLM BI Visualization Tool Data Management System (DMS) Query, Reporting & Analysis / Historical Data Storage ��

Third Party Software · QlikSense Five (5) Full Access User Seats* *Additional blocks of 5 users (full, view only or mixed-use) available at a cost ��

(b) COPIES OF REPORTS. Client may store, reproduce, display, perform, transmit, print out or make printed copies of the reports, numeric results and other information or materials generated from Client’s authorized use of the Prologue Services and may provide copies of such reports to Client’s customers, prospective customers, partner financial institutions and applicable regulatory authorities; provided, however, nothing herein shall limit 51�Թ������ճԹ�’s ownership rights in any such outputs (excluding any Client data contained therein).

7. VANTAGE™ SERVICES.

(a) DESCRIPTION OF SERVICES. To the extent Client purchases the Vantage Services identified below, 51�Թ������ճԹ� will provide Client access to the Vantage performance management applications described below through the IW Platform (“Vantage Services”).

��

VANTAGE SERVICES

Services Description

VantageTM Risk and Budgeting Manager includes: · Unlimited Cost Centers · Unlimited Companies · Distributed Budgeting · Test Environment · Training Library (1 year of access post-implementation) ��

Index Subscription Services Description

· Prepayment Speeds Index · Interest Rates Index ��

Index Subscription Services: The index subscription components of the Vantage Services described above are subject to the terms of the Index Subscription included below

(b) SUBSCRIPTION SERVICES. If purchased by Client, Subscription Services shall be used solely in connection with the Vantage Services, subject to the levels and other such limitations applicable to the Vantage Services.

(c) INDEX SUBSCRIPTION SERVICES. If purchased by Client, 51�Թ������ճԹ� will also provide Client with the subscription-based index information set forth in the Schedule (“Index Subscriptions”) for Client’s authorized employees that have been given the authority to access such Index Subscriptions (“Users”) for the fees specified in applicable fee exhibit (“Index Fees”). Access to and use of the Index Subscriptions is subject to these terms and the Agreement, and Client will ensure its Users comply with all such terms. Client shall at all times remain fully responsible and liable for any breach or other such act or omission of its Users relating to the Index Subscriptions (or the Agreement).

i. 51�Թ������ճԹ� grants to Client a limited, non-transferable, non-exclusive right to access the Index Subscriptions for the specified term. For clarity, the Index Subscriptions are provided as subscription services under the Agreement and are not part of any software or other such products which may be licensed or provided under the Agreement. 51�Թ������ճԹ� will either (at its election) provide the identified index(-es) directly to Client via a 51�Թ������ճԹ�-defined delivery site or method or provide Client with access to the identified index(-es) through a web-based forecasted rate subscription program(s). Furthermore, all Index Subscriptions will automatically terminate if the license, access rights and/or maintenance services for the Vantage Services terminates.

ii. The Index Subscriptions may include or otherwise rely upon certain components (“Third Party Components”) provided by 51�Թ������ճԹ�’s third party providers (“Providers”). If 51�Թ������ճԹ�’s agreement with the applicable Provider terminates, 51�Թ������ճԹ� may terminate the Index Subscriptions or the applicable portions thereof which rely on the applicable Third Party Component(s); provided, however, that 51�Թ������ճԹ� will notify Client of any such termination as soon as commercially practicable, and 51�Թ������ճԹ� will attempt to offer Client a reasonable alternative solution, on mutually agreed upon terms, if commercially practicable.

A. Client understands that the Provider may change the structure, format, or content of the Third Party Components(s) which may cause an interruption of the Index Subscriptions. 51�Թ������ճԹ� reserves the right to adjust the fees for the Index Subscriptions accordingly at any time during the term of the Index Subscription upon written notice to Client if the applicable Provider increases its fees for its Third Party Components.

B. Client shall only access and use the Index Subscriptions (including data elements (“Data”) and all other information contained therein (collectively hereinafter referred to as, “Index Information”) solely for its own internal business purposes (and for no other purpose). In no event shall Client or a User have any proprietary or ownership right to or in the Index Information or any portion of the Index Information or any portion of the Data contained therein. Client shall not and shall not permit any User to store or compile the Index Information or any Data contained therein or any material subset thereof for any reason including without limitation to create a historical database or attempt to circumvent the limited nature of the access right granted hereunder to Client. THE INDEX SUBSCRIPTIONS, THIRD PARTY COMPONENTS AND ALL INFORMATION FURNISHED BY FISERV PURSUANT TO THIS ADDENDUM ARE PROPRIETARY TO FISERV AND/OR THE APPLICABLE PROVIDER(S) AND ARE SO FURNISHED AT CLIENT’S REQUEST AND FOR CLIENT’S EXCLUSIVE USE IN ACCORDANCE WITH THE TERMS OF THE AGREEMENT. NO INDEX INFORMATION OR OTHER INFORMATION MAY BE COPIED OR OTHERWISE REPRODUCED, REPACKAGED, FURTHER TRANSMITTED, TRANSFERRED, DISSEMINATED, DISTRIBUTED, SOLD, LEASED, RENTED, SUBLICENSED, ALTERED, MODIFIED, ADAPTED, OR STORED FOR SUBSEQUENT USE FOR ANY SUCH PURPOSE, IN WHOLE OR IN PART, IN ANY FORM OR MANNER OR BY ANY MEANS WHATSOEVER, BY CLIENT OR ANY OTHER PERSON OR ENTITY, WITHOUT FISERV’S PRIOR WRITTEN CONSENT.

C. The User may only be permitted to download Index Information to the User’s specific computer or terminal on an ad hoc transactional basis solely for individual use through the Index Subscriptions. Client shall not and shall not permit its Users or any third party to disseminate or redistribute all or any portion of the Index Subscriptions, any Index Information or any portion of the Data contained therein. Furthermore, Client, on behalf of itself, and each User or other person or entity that it permits to use any Index Information, agrees that (i) the credit ratings and other opinions contained in such Index Information are, and will be construed solely as, statements of opinion and not statements of fact or recommendations to purchase, hold or sell any securities, (ii) each rating or other opinion will be weighted solely as one factor in any investment decision made by or on behalf of Client or any User, and (iii) Client and any User will accordingly make its own study and evaluation of each security, and of each issuer and guarantor of, and each provider of credit support for, each security that it may consider purchasing, holding or selling. For any Index Subscriptions provided on a password protected access basis, Client shall only permit a unique, non-concurrent individual User to have a password protected access to the Index Subscriptions or the Index Information (“Password-Authorized User”). A Password-Authorized User may not be substituted for another Password-Authorized User at any time unless the original Password-Authorized User is no longer an employee or agent of Client. Such a substitution may then be made upon written request and confirmation of the foregoing to 51�Թ������ճԹ�.

D. All Index Information is obtained by 51�Թ������ճԹ� from sources believed by it to be accurate and reliable. Because of the possibility of human and mechanical error as well as other factors, however, all information is provided “AS IS” without warranty of any kind, and FISERV (AND PROVIDERS), MAKE NO REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, TO CLIENT OR ANY OTHER PERSON OR ENTITY AS TO THE ACCURACY, TIMELINESS, COMPLETENESS, MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE OF ANY SUCH INFORMATION OR THAT THE INDEX INFORMATION IS ERROR FREE. FISERV AND ITS PROVIDER(S) SHALL HAVE NO LIABILITY FOR ANY LOSSES, DAMAGES OR OTHER INJURY IN WHOLE OR IN PART ARISING OUT OF OR RELATING TO THE INDEX INFORMATION OR CLIENT’S USE OR RELIANCE ON THE INDEX INFORMATION.

E. Each applicable Provider shall be considered a third party beneficiary under the Agreement for purposes of this Addendum and theSubscription Services.

F. Client shall indemnify and hold harmless 51�Թ������ճԹ�, its Providers and their respective Affiliates (and each such entity’s officers, directors, and employees) against any and all claims or actions arising out of the use by Client or User of the Third Party Components or any Index Information contained therein in a manner other than that provided in these terms and the Agreement.

8. FRONTIER™ SERVICES

(a) DESCRIPTION OF SERVICES. To the extent Client purchases the Frontier Services identified below, 51�Թ������ճԹ� will provide Client access to the Frontier reconciliation applications described below through the IW Platform (“Frontier Services”).

��

Frontier Services Description

FrontierTM Reconciliation FrontierTM Reconciliation: Account Certification FrontierTM Reconciliation: Transfer Manager FrontierTM Reconciliation: Performance Manager FrontierTM Reconciliation: Workflow Manager FrontierTM Reconciliation: Archival

(b) THIRD PARTY COMPONENTS. Client acknowledges that the Frontier Services may rely on certain SAP, Business Objects and/or Crystal Reports-related Third Party Components (and any successors thereto). Such Third Party Components and use thereof are subject to the license terms, restrictions, reservations of rights and other such limitations and protections of SAP (and 51�Թ������ճԹ� as SAP’s reseller) set forth in the SAP Software Use Rights and EULA, each available at www.sap.com, which are incorporated herein by reference. 51�Թ������ճԹ� reserves the right to increase the fees for these components upon a required increase by SAP, provided such increases will be limited to the amount of the increase passed through to 51�Թ������ճԹ�, and 51�Թ������ճԹ� will use commercially reasonable efforts to limit any such increases within 51�Թ������ճԹ�’s contractual rights under the applicable 51�Թ������ճԹ�-SAP agreement.

��