Online Banking Service Agreement for Customers of the Maryland Local Government Investment Pool

THIS AGREEMENT IS MADE AS OF ___________________________, 2008 by and between PNC Bank, National Association (“PNC”) and ________________________________________________________ (the “Client”).

WHEREAS, for the convenience of its clients PNC has established the Online Banking Service for customers of the Maryland Local Government Investment Pool (“MLGIP”) which enables clients to access their account information and conduct certain transactions on the account via the internet; and

WHEREAS, the Client desires to use the Online Banking Service for MLGIP subject to the terms and conditions of this Agreement, and which are supplementary to the Client’s existing account documentation provided by PNC, which remains in full force and effect;

NOW THEREFORE, in consideration of the mutual covenants, representations and warranties made herein and for other good and valuable consideration, the parties hereby agree as follows:

I. INTRODUCTION

This Agreement between you and PNC Bank, N.A (PNC) governs the use of PNC's Online Banking Services. The Site is intended to allow you to view your MLGIP account data and to perform certain limited transactions. All account data is provided as a convenience and for your information, but it is not the official record of an account or its activity. The account statement or statements shall remain the official record. This Site is updated regularly, but is subject to adjustment and correction and therefore should not be relied upon for taking any action or forbearing from taking any action. All account information should be confirmed with an appropriate PNC employee prior to taking investment or other action.

This Agreement, along with our business account agreement and fee schedule (collectively, the "Agreement"), explains the terms and conditions governing PNC's Online Banking Services. Please read this Agreement carefully. By enrolling and by using any of the Online Services, you agree to be bound by the terms and conditions of this Agreement. This Agreement also contains important information regarding what you should do if you believe that an unauthorized person has gained access to your accounts or an error has occurred. Keep this Agreement for future reference. Except as stated below this Agreement is governed by the laws and regulations of the state in which the branch office where you opened your account is located and the United States, as amended from time to time. When you use any of the Online Banking services described in this Agreement, or authorize others to use them, you agree to the terms and conditions of the Agreement.

1. Online Banking

a. To use Online Banking you must have:

i. An Internet access device with service through an Internet service provider.

ii. An Online User ID and PIN or password.

iii. A computer equipped with a modem.

b. You may use Online Banking to:

i. Transfer funds between your linked PNC accounts and your MLGIP account.

ii. View current balance information.

iii. Review available transactions.

iv. Perform self-service account maintenance such as requesting copies of monthly statements, changing address and phone, and changing your Online Banking User ID and password.

v. Send us secure online mail messages and questions regarding your Online Banking service.

Some of the above services may not be available for certain accounts or customers.

2. For Business Customers, the individual who executes/accepts this Agreement represents and warrants that he/she is acting with full authority for the applying entity, and that they are duly authorized to execute/accept this Agreement on behalf of the applying entity.

3. Each of your deposit accounts at PNC Bank are also governed by an applicable Account Agreement for Checking and Savings, Schedule of Service Charges and Fees or Business Checking Accounts and Related Charges and other applicable account documentation, and lines of credit are governed by the applicable line of credit agreement (collectively, your "Account Disclosures"). To the extent applicable, the Account Disclosures also apply to any electronic fund transfers made to or from your accounts by use of any of the Online Banking Services. This Agreement will control, however, in the event of any conflict between the Account Disclosures and this Agreement.

4. Throughout this Agreement, the following terms will have the meanings set forth below:

a. "Access" refers to the ability to obtain account information, electronic messages, transfer funds between accounts, or pay bills, receive bills, reorder checks, etc., or any other service offered online by PNC, as described further in this Agreement.

b. "Account Agreement" means the various agreements and disclosures that govern your account(s) at PNC. Such agreements include, but are not limited to: the Account Agreement for your Business Account; Account Information: Business Checking Accounts and Related Charges.

c. "Billing Account" means the account(s) you have designated to be charged for any and all fees and charges associated with the Online Services.

d. "Business account" means an account that is used for other than personal, family or household purposes.

e. "Business customer" means the legal owner of a business account.

f. "Business days" means Monday through Friday, excluding Saturday, Sunday and banking holidays set forth under the laws of the United States.

g. "Designated Account" means your designated account from which payments will be made.

h. "Eligible Accounts" are those types of PNC accounts which may be accessed for Online Banking Services. Eligibility is based on account type and your customer to account relationship.

i. "ET" means Eastern Time.

j. "Individual Payment Limit" is a dollar amount that the Service may impose on any individual payment you attempt to schedule.

k. "Online Banking" means PNC Bank's online banking service which allows you to access transaction information on Eligible Accounts.

l. "Online Banking Services" means collectively computer or telephone banking services which PNC Bank may make available from time to time.

m. "Password" means the confidential password or other confidential code assigned to you by PNC Bank or selected by you for identification purposes in connection with the use of Online Banking Services.

n. "Photocopy request" means an on-line request to have the Bank provide a copy of a deposit ticket, deposited check, cleared check or account statement.

o. "Scheduled Transfer" is a transfer that has been scheduled through the Service but has not begun processing.

p. "Scheduled Transfer Date" is the day you want your Transfer Account debited, unless the requested date for a future dated transfer falls on a non-Business Day, then the Scheduled Transfer Date will be the Business Day prior to the requested date.

q. "Service," "Transfer Service," or "Transfer Funds Service" means the Online Banking Transfer Funds Service or Online Bill Pay Service or External Transfer Service offered by PNC Bank as indicated in their respective sections of this agreement.

r. "Stop payment order request" means that the Bank will accept online instructions to stop payment on a check or an ACH debit that the Client anticipates will be presented against Account.

s. "Transaction" means any electronic banking transaction, including a deposit or withdrawal initiated electronically.

t. "Transfer" means any banking transaction, including deposits or withdrawals, that is initiated through an electronic terminal, telephone, computer, electronic check conversion, or magnetic tape for the purpose of ordering, instructing, or authorizing a debit or credit to your consumer or business account.

u. "Transfer Account" is the designated account(s) from which transfers will be debited. Eligible accounts for the Transfer Service will be designated in the User Guide.

v. "Transfer Instruction" is the information provided by you to the Service for a transfer to be made (such as, but not limited to, account number, and Scheduled Transfer Date).

w. "PNC," "Bank," "we" "us" refers to either PNC Bank National Association; or PNC Bank, Delaware; depending on the holder of your Designated Accounts.

x. "You," "your" and "yours" refer to each client who has enrolled in PNC's Online Banking Services.

II. ACCESSING YOUR ELIGIBLE ACCOUNTS

You can access your eligible accounts through the Online Banking Service or Bill Payment Plus. Eligible account types may change from time to time. Eligibility is based on account type and your customer to account relationship. By enrolling in Online Services you will be given access to all PNC Bank accounts of which you are an owner (including joint accounts) and which are considered Eligible Accounts, unless the account you wish to access is an account that requires two (2) or more signatures. Accounts requiring two signatures are not accessible through the online banking services. A listing of Eligible Accounts can be found in the User Guide.

III. TERMS AND CONDITIONS

A. GENERAL ONLINE SERVICES TERMS AND CONDITIONS

1. Fees

Fees for business customers are disclosed in our Business Schedule of Service Charges and Fees. You agree to pay promptly all fees and charges for the Online Banking Services and authorize us to charge the Billing Account or, if there are insufficient funds in the Billing Account, any other PNC Bank account for the fees. You agree to be responsible for telephone charges to the extent that any may be incurred through use of our Online Banking Services. If you close the Billing Account, you must notify us immediately and identify a new Billing Account. Failure to notify us may result in the termination of Online Banking Services, and you agree that we may charge any account you have with PNC Bank for the amount of any outstanding charges you owe. Additionally, if you close all PNC Bank accounts, you must notify us immediately to cancel all the Online Banking Services for which you have enrolled. If you fail to notify us, you will continue to be responsible for any service charges that apply.

2. Use of Electronic Mail (e-mail)

Sending a secure e-mail through the Online Banking Services is a way to communicate with the Bank, as required elsewhere in this Agreement. However, there may be times when you need to speak with someone immediately (especially to report a lost or stolen Password, or to stop a payment). In these cases, do not use e-mail. Customers must call us at 1-800-762-2035. Also, it is important to remember that you cannot use e-mail through the Online Banking Service to either transfer funds between accounts or to conduct transactions.

No PNC employee or agent will contact you via e-mail or phone requesting your Online Banking PIN/Password/User ID or any account information. If you are contacted by anyone requesting this information, please contact us immediately at 1-888-PNC-BANK.

3. Addition of New Services

PNC Bank may, from time to time, introduce new online services. We may notify you of the existence of these new services when they become available and, if you choose to make use of any new service, you agree to be bound by any terms and conditions regarding the new services that we may send to you.

4. Cancellation and Reinstatement of Online Banking Services

If you wish to cancel any of the Online Banking Services, you may call us, or send us cancellation instructions in writing to PNC Bank, National Association, Online Banking Services, P7-PFSC-04-J, P.O. Box 600, Pittsburgh, PA 15230-9430. If you choose to call us, then please contact us at 1-800-762-2035 . In order to reinstate your Online Banking Services, you must call us at the appropriate number as referenced above.

We may terminate or suspend the Service to you at any time and for any reason. We may terminate the Service to you if you engage in unauthorized transactions or gain unauthorized access to information concerning another entity. We also reserve the right to terminate the Service in the event your service is inactive for a period of 150 days. Neither termination nor suspension shall affect your liability or obligations under this Agreement.

5. Transfers and Payments

We may from time to time, limit the number of, the type, and dollar amounts of any checks, drafts, withdrawals, or transfers made by use of our Online Banking Services, notwithstanding the amount in your accounts. If a hold has been placed on deposits made to an account from which you wish to transfer funds, you cannot transfer the portion of the funds held until the hold is removed. We may, at our discretion, allow your transfers to be paid and create an overdraft on the account. You agree to immediately reimburse us for the amount of the overdraft, and to pay any overdraft charges that may apply to your account, as set forth in your Account Agreement and Disclosures. You authorize PNC to withdraw, debit or charge the necessary funds from your designated PNC account on the date on which you schedule any payment to begin processing or submit a transfer request. You agree that you will instruct us to make a withdrawal only when a sufficient balance is or will be available in your account(s) at the time of the withdrawal.

You authorize PNC to withdraw, debit or charge the necessary funds from your designated PNC account on the date on which you schedule any payment to begin processing or submit a transfer request. You agree that you will instruct us to make a withdrawal only when a sufficient balance is or will be available in your account(s) at the time of the withdrawal.

6. Communications from PNC Bank

We will only send information concerning Online Banking Services to the street address and email address you have designated to us (either in your enrollment or previously in other financial arrangements with PNC Bank) as your primary address. This is done as a security procedure to help ensure the confidentiality of your Online Banking relationship. As a part of the Online Banking Service, you consent to receive all legally required notifications via electronic means. We will provide all future electronic notices by posting them on the Online Banking Sign-on page for a period of at least thirty (30) days. However, if an emergency occurs or if a change is necessary to maintain or restore the security of an account or the Online Banking system we will provide any required change in terms notice as soon as possible if we are not able to provide it to you at least thirty (30) days in advance. You may download or print the notices from your computer. At your request, we will provide you with a paper copy of any of the above documents or notices without any fee. You may obtain paper copies by contacting us at 1-800-762-2035. You may withdraw your consent to receiving future notices in electronic form, but if you do, we will immediately terminate your participation in the Online Banking Service.

7. Recording of Information and Disclosure to Third Parties

The information and e-mail messages you enter through Online Service may be recorded. We may disclose information about your Eligible Accounts, or the transfers, transactions or payments you perform, to third parties and you hereby authorize those third parties to disclose similar information to us:

a. where it is necessary for completing transfers or transactions; or

b. in order to verify the existence and condition of your account for a third party such as, for example, a credit bureau, a merchant or another financial institution; or

c. where required by a federal, state, or local law or regulation to do so;

d. in response to a subpoena or are ordered by a court to do so;

e. in the investigation or prosecution of alleged fraudulent activity concerning your accounts;

f. if you give us your permission; or

g. as may be otherwise authorized in other agreements with us.

8. Password and Security/Your Liability for Unauthorized Transactions/Errors and Questions

You agree not to give or make available your PIN/Password/User ID or other means to access your account to any unauthorized individuals. You are responsible for all payments you authorize using the Online Banking Services. If you permit other persons to use Online Banking Services or your PIN/Password/User ID or other means to access your account, you are responsible for any transactions they authorize. If you believe that your PIN/Password/User ID or other means to access your account has been lost or stolen or that someone may attempt to use Online Banking Services without your consent or has transferred money without your permission, you must notify us at once by contacting us at 1-888-PNC-BANK.

9. Alterations, Amendments and Termination

This Agreement, or any applicable fees and service charges may be changed, altered or amended by PNC Bank at any time and from time to time. In such event, PNC Bank shall provide notice to you. Any use of the Online Banking Service after the effective date of any change in terms will constitute your agreement to such change(s). Further, PNC Bank may, from time to time, revise or update the applications, services, and/or related material.

PNC Bank reserves the right to terminate this Agreement. We may terminate this Agreement immediately if you misuse any Online Banking Service, or if you withdraw your consent to receiving future notices in electronic form we will immediately terminate your participation in the Online Banking Service.

10. Address or Banking Changes

It is your sole responsibility to ensure that your contact information is current and accurate. This includes, but is not limited to, name, address, phone numbers and email addresses. Changes can be made within Online Banking or by contacting us at 1-888-PNC-BANK. PNC Bank is not responsible for any payment processing errors or fees incurred if you do not provide accurate account or contact information.

11. Disputes

In the event of a dispute regarding Online Banking, you and PNC agree to resolve the dispute by looking to this Agreement. You agree that this Agreement and your Account Agreement are the complete and exclusive statement of the agreement between you and PNC Bank which supersedes any proposal or prior agreement, oral or written, and any other communications between you and PNC Bank relating to the subject matter of this Agreement. If there is a conflict between what an employee of PNC says and the terms of this Agreement, the terms of this Agreement will prevail.

12. Assignment

You may not assign this Agreement to any other party. PNC Bank may assign this Agreement to our parent corporation or to any now-existing or future direct or indirect subsidiary of our parent corporation. We may also assign or delegate certain of our rights and responsibilities under this Agreement to independent contractors or other third parties.

13. No Waiver

PNC Bank shall not be deemed to have waived any of its rights or remedies hereunder unless such waiver is in writing and signed by PNC Bank. No delay or omission on the part of PNC Bank in exercising any rights or remedies shall operate as a waiver of such rights or remedies or any other rights or remedies. A waiver on any one occasion shall not be construed as a bar or waiver of any rights or remedies on future occasions.

14. Captions

The captions of sections hereof are for convenience only and shall not control or affect the meaning or construction of any of the provisions of this Agreement.

15. Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the state in which the branch office where you opened your account is located. If you opened your account by mail, telephone or electronically through our Internet website, and we have a branch office in your state of residence, this Agreement is governed by the laws of that state. If we do not have a branch office located in your state of residence and your account was opened by mail, telephone or electronically through our Internet website, this Agreement is governed by the laws of the Commonwealth of Pennsylvania. This Agreement is also at all times governed by the laws and regulations of the United States of America. To the extent that the terms of this Agreement conflict with applicable state or federal law, such state or federal law shall replace such conflicting terms only to the extent required by law. Unless expressly stated otherwise, all other terms of this Agreement shall remain in full force and effect.

THE FOREGOING SHALL CONSTITUTE OUR ENTIRE LIABILITY AND YOUR EXCLUSIVE REMEDY. IN NO EVENT SHALL WE BE LIABLE FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES, INCLUDING LOST PROFITS (EVEN IF ADVISED OF THE POSSIBILITY THEREOF) ARISING IN ANY WAY OUT OF THE INSTALLATION, USE, OR MAINTENANCE OF THE EQUIPMENT, SOFTWARE, AND/OR THE ONLINE BANKING SERVICE.

Exclusions of Warranties

THE SERVICE AND RELATED DOCUMENTATION ARE PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESSED OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

B. TERMS AND CONDITIONS FOR TRANSFER FUNDS SERVICE

PNC Bank is pleased to offer our Transfer Funds Service as a feature of PNC Bank's Online Banking Service. You may use this Transfer Funds Service to transfer funds between your eligible PNC Bank accounts and your MLGIP account.

1. TRANSFER FUNDS SCHEDULING

a. Transfer Authorization

By providing PNC with information about Transfer Instructions, you authorize us to follow the Transfer Instructions that we receive through the system.

When PNC receives a Transfer Instruction, you authorize us to debit/credit your accounts on your behalf.

PNC will use its best efforts to make all your transfers properly. However, we shall incur no liability if we are unable to complete any transfers initiated by you because of the existence of any one or more of the following circumstances:

i. If, through no fault of PNC, your Transfer Account does not contain sufficient funds to complete the transaction; and/or,

ii. Circumstances beyond our control (such as, but not limited to, fire, flood, or interference from an outside force) prevent the proper execution of the transaction and we have taken reasonable precautions to avoid those circumstances.

b. Information provided to Us

You agree to provide true and accurate information to PNC.

c. Transaction limitations

We reserve the right to limit the amount you may debit from your Transfer Account for any given transaction. Additionally, we reserve the right to limit your use of this functionality by imposing limits, hold times, or other measures should we believe that suspicious activity has occurred or may occur or for any other reason in order to preserve the integrity of the Service. PNC reserves the right to verify any of the information you provide. Other account limitations are outlined in your various Account Agreements. PNC shall have the right to terminate your use of the Transfer Service, reject or reverse any transactions you initiate, and/or restrict or condition your right to transfer or receive money at any time and for any reason, including, but not limited to:

i. Excessive use;

ii. Using the Service (directly or indirectly) for any unlawful purpose; and/or

iii. Tampering, hacking, modifying, or otherwise attempting to corrupt the security or functionality of the Service.

d. Initiating transfers

When PNC receives a Transfer Instruction, you authorize us to debit your designated Transfer Account and credit funds to the receiving account. Any future dated or recurring transfer scheduled to occur on a non-Business Day will be processed on the Business Day prior to the Scheduled Transfer Date. If we learn that you have insufficient funds in the Transfer Account from which you requested we send money, we will cancel the transfer. If we learn this after the funds have been transferred, you will owe us for, and agree to promptly repay the amount of any shortfall. We may apply funds in your other accounts against the amount you owe us, or we may reverse any transfer made which caused the shortfall.

It is your sole responsibility to provide the correct information to enable us to complete your Transfer Instructions, including but not limited to information concerning the "From Account," "To Account," dollar amount, and dates. PNC is not responsible for Transfers made to unintended accounts, or for the failure of a transfer, due to the input of incorrect information by you.

e. Modifying or deleting Transfer(s)

Once processed, transfers cannot be modified or cancelled. You may modify or cancel transfers that have not yet been processed.

2. GENERAL PROVISIONS

a. Password and Security

You agree not to give or make available your password or other means to access your account to any unauthorized individuals. You are responsible for all Transfer Instructions you authorize using the Service. If you permit other persons to use the Service or your password or other means to access your account, you are responsible for any transactions they authorize. If you believe that your password or other means to access your account has been lost or stolen or that someone may attempt to use the Service without your consent or has transferred money without your permission, you must notify us at once by contacting us at 1-800-762-2035.

b. Service Fees and Additional Charges

Currently no fees are imposed for using the Transfer Service. For all customers, your deposit account(s) are subject to fees and charges as outlined the Schedule of Service Charges and Fees. Your Internet service provider and telephone companies may impose charges for the services they provide so that you may have Internet access.

c. Failed Transactions

In using the Service, you are requesting PNC to make transfers for you from your Transfer Account. If we are unable to complete a transaction for any reason associated with your Transfer Account or credit account (for example, there are insufficient funds in your Transfer Account to cover the transaction, or your credit account is closed), the transaction will not be completed. We will notify you by mail of any failed transfers.

It is your responsibility to check the balance of the receiving account after a Transfer has been made to confirm that such Transfer occurred.

d. Service Termination, Cancellation or Suspension

In the event you wish to cancel the Service, you may have the ability to do so as outlined in the User Guide, or you may contact customer service via one of the following:

i. Telephone us at 1-800-762-2035 ; and/or

ii. Write us at:
PNC Bank
Online Banking Services
P7-PFSC-04-J
P.O. Box 600
Pittsburgh, PA 15230-9430

All transfer(s) initiated before the requested Service cancellation date will be completed by the Online Banking Service. All Scheduled Transfers, including recurring transfers, will not be processed after the requested cancellation date.

PNC may terminate or suspend Service to you at any time. Neither termination nor suspension shall affect your liability or obligations under this Agreement.

e. Liability for Unauthorized Transfers/Errors

We shall only be liable for our own negligence or misconduct and shall not be responsible for any loss or damage arising from or in connection with (a) any inaccuracy, act or failure to act on the part of any person not within our reasonable control or (b) any error, failure or delay in execution of any transfer resulting from circumstances beyond our reasonable control including, but not limited to, any inoperability of communication facilities, system delays in effecting account postings, or other operational delays. Please note the limitation on our liability for stop payment orders placed through Online Banking for Business provided below. The Business Customer agrees to promptly examine all periodic statements of Business Accounts and Eligible Loan Accounts affected by transfers and any confirmations of transfers that we or other banks may send or make available to the Business Customer, and to promptly notify us of any discrepancy within thirty (30) days of receipt of any periodic statement or confirmation. We shall not be liable for any loss or damage arising from or in connection with any transfer reflected on such periodic statement or confirmation. You agree that your transfer instructions constitute authorization for us to complete the transfer. You represent and warrant to us that you have enough money in the applicable Accounts to make any transfer you request that we make on your behalf through the Service. You understand and agree that we are not liable under any circumstances for any losses or damages if, through no fault of ours, you do not have enough money to make the transfer and the transfer is not completed or is later reversed or if your financial institution does not permit the transfer or the transfer would exceed the credit limit on any applicable overdraft line.

In no event shall we be liable for any consequential, incidental, special or indirect losses, damages (including dishonor of checks or other items), or expenses (including attorneys' fees) which the Business Customer incurs or suffers by reason of this Agreement or the Online Banking for Business Service provided hereunder, whether or not the likelihood of such losses or damages was known by us.

f. Online Access and Instructions

i. Authorized Business Representatives can obtain balance and posted transactions information on Eligible Accounts and can schedule transfers of funds subject to the limitations on transfers and other terms set forth in this Agreement. Balance and activity information as of the close of the previous Business Day will normally be available by 10 AM Eastern Time the next day.

ii. Authorized Business Representatives can access Eligible Accounts through Online Banking for Business seven days a week. Any same day or one time transfer between Business Accounts or from an Eligible Loan Account to a Business Account initiated by an Authorized Business Representative before 10 PM Eastern Time on a Business Day is posted to the Business Account and/or Eligible Loan Account the same day. Any same day or one time transfer initiated by an Authorized Business Representative after 10 PM Eastern Time on a Business Day or at any time on a Saturday, Sunday or banking holiday will be posted on the next Business Day. All future dated or recurring transfers scheduled for a Business Day will be posted on that date; all future dated or recurring transfers scheduled for a Saturday, Sunday or banking holiday will be posted on the previous Business Day. While one-time, future dated or recurring transfers can be modified or deleted under certain circumstances, after a transfer has been processed electronically, the transfer request cannot be reversed.

iii. Any transaction that requires approval by a second Authorized Business Representative will be considered to be in a pending status and will not be acted upon by PNC until the required approval is electronically obtained.

iv. Any request, such as for a photocopy or stop payment, will be automatically forwarded to the appropriate transaction processing area for fulfillment. Any fees that are described in the Agreement will be applicable.

C. INFORMATION REVIEW AND IMAGES

You may use the Service to view current balance information, review posted transactions and view images of certain documentation related to your Eligible Accounts. While PNC attempts to provide accurate and up to date information, we do not guarantee the accuracy of the information presented. The accuracy of such information is sometimes subject to transmission of data from third parties. Such material is presented for informational purposes only and is not to be considered as official bank records and they are not a replacement of your bank statements. PNC makes no warranties that the information presented for viewing on the Service will be uninterrupted, timely or error-free.

1. Limitation of Warranty and Liability

YOU UNDERSTAND AND AGREE THAT THE SERVICE IS PROVIDED "AS-IS." EXCEPT AS OTHERWISE PROVIDED IN THIS AGREEMENT OR AS REQUIRED BY LAW, WE ASSUME NO RESPONSIBILITY FOR THE TIMELINESS, DELETION, MIS-DELIVERY OR FAILURE TO STORE ANY USER COMMUNICATIONS. YOU UNDERSTAND AND EXPRESSLY AGREE THAT USE OF THE SERVICE IS AT YOUR SOLE RISK, THAT ANY MATERIAL AND/OR DATA DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICE IS DOWNLOADED OR OBTAINED AT YOUR OWN DISCRETION AND RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGES, INCLUDING WITHOUT LIMITATION DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OR THE OBTAINING OF SUCH MATERIAL AND/OR DATA. EXCEPT AS EXPRESSLY SET FORTH ON THE PNC WEB SITE OR IN THIS AGREEMENT, WE DISCLAIM ALL WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT OF INTELLECTUAL PROPERTY OR THIRD PARTY RIGHTS, AND WE MAKE NO WARRANTY OR REPRESENTATION REGARDING THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICE, THE ACCURACY OR RELIABILITY OF ANY INFORMATION OBTAINED THROUGH THE SERVICE, THE ACCURACY OF ANY INFORMATION RETRIEVED BY US FROM THE ACCOUNTS OR THAT THE SERVICE WILL MEET ANY USER'S REQUIREMENTS, BE UNINTERRUPTED, TIMELY, SECURE OR ERROR FREE. EXCEPT AS DESCRIBED IN THE PNC ONLINE BANKING GUARANTEE, WE WILL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES OF ANY KIND RESULTING FROM THE USE OF OR THE INABILITY TO USE THE SERVICE, ANY INACCURACY OF ANY INFORMATION OR AMOUNT RETRIEVED BY US FROM THE ACCOUNTS, ANY BREACH OF SECURITY CAUSED BY A THIRD PARTY, ANY TRANSACTIONS ENTERED INTO BASED ON THE SERVICE, ANY LOSS OF, UNAUTHORIZED ACCESS TO OR ALTERATION OF A USER'S TRANSMISSIONS OR DATA OR FOR THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES, INCLUDING BUT NOT LIMITED TO DAMAGES FOR LOSS OF PROFITS, USE, DATA OR OTHER INTANGIBLES, EVEN IF WE HAD BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

2. Indemnification

You agree to indemnify, defend and hold harmless PNC, its service provider, its affiliates, partners, officers, directors, employees, consultants, service providers and agents from any and all third-party claims, liability, damages and/or costs (including, but not limited to, attorneys fees) arising from your use of the Service, our reliance on the information, instruction, license and/or authorization provided by you under or pursuant to this Agreement, your violation of the Terms or your infringement, or infringement by any other user of your Accounts, of any intellectual property or other right of any person or entity.

3. Miscellaneous

You understand and agree that our service provider is not a bank, a broker-dealer firm, or any other kind of financial institution. You represent and warrant that you are who you claim to be; that you are the rightful owner of all Content and the Accounts linked for the purposes of the external transfers; and that you are rightfully authorizing us to make transfers to and from your accounts.

Because past performance is no guarantee of future results and reliance on current and historical data must involve significant limitations, you must understand that the Site is only a tool to be used in financial planning and not as a substitute for informed judgment. We cannot guarantee the future performance of your investments, promise any specific level of performance or promise that investment or financial recommendations, if any, offered by the Site will be successful. The investment and financial recommendations, if any, offered by the Site are subject to various market, currency, economic, political and business risks and will not necessarily be profitable or effective.

Depending upon the nature of your relationship with the Bank, you understand that the Bank may make recommendations or provide advice even though it or its affiliates may have a potential conflict of interest or duty in a transaction. This includes, without limitation, the fact that the Bank or any of its affiliates may (i) provide brokerage services to other clients; (ii) act as financial advisor or lender to an issuer of securities; (iii) act as an underwriter, broker, dealer or placement agent with respect to securities; (iv) recommend an investment in mutual funds or unit trust funds or other types of pooled investment funds and commingled investment vehicles established, sponsored, advised, or managed by or otherwise affiliated with, or which pays fees to the Bank or any of its affiliates (and the Bank may be compensated separately for such functions); (v) act as a counterparty in currency exchange, swap, option and other derivative transactions; (vi) act in the same transaction as agent for more that one client; (vii) have a material interest in an issue of securities; (viii) earn fees and profits from any of the above-listed activities in addition to the fees charged to you for services under any Other Bank Agreement; (ix) issue time deposits or certificates of deposit in which you invest; and (x) effect transactions between your account and any other account for which the Bank and/or its affiliates act as broker-dealer. Securities recommended and followed by the Bank, or other PNC companies, may be held from time to time in accounts managed by the Bank, or other PNC companies, and in their portfolios. Directors, officers or employees of the Bank and other PNC companies may have positions in securities described in the Site or be directors of the issuers described in the Site.

We may allow you to have access to certain financial market information, news, analysis, reports and research ("Information"). We do not make any guarantees or warranties, express or implied, as to the accuracy, timeliness or completeness of any Information. We and our officers, directors, employees and agents shall not be liable to you for any investment losses related to or resulting from the use of any Information. Certain Information is prepared or provided by Information Providers, and other Information is provided by the Bank or other PNC companies. Neither the Bank, any other PNC company nor any Information Provider assures for you, or any particular investor, the suitability or potential value of any particular investment on which you may receive Information through the Site. The Bank will treat as unsolicited any security order that you ask the Bank to place after accessing Information on or through the Site. To ensure compliance with Internal Revenue Service Circular 230, we inform you that any U.S. Federal Tax advice that may be contained in or produced by tools on this Site is not intended or written to be used, and cannot be used by you or any other person, for the purpose of (1) avoiding penalties under the Internal Revenue Code or (2) promoting marketing or recommending to any person any tax-related matter addressed herein.

The Site has been created in the United States for the exclusive use of persons currently residing in the United States. Neither the Information nor the recommendations contained herein is an offer to buy or sell any security or financial instrument. No services or securities will be offered or sold in any jurisdiction in which such offer or solicitation, purchase or sale would be contrary to applicable local law or regulations. Prior to investing in any security, which may be recommended by us, please obtain and read a copy of the current prospectus or other disclosure document, which contains more information with respect to that security. The Information contained herein shall be for your use and may not be reproduced or distributed in any way without the express written permission of the Bank. The Bank and other PNC companies, do not provide legal, tax or accounting advice and none of the Contents of the Site should be relied upon in that regard.

You agree to take full responsibility for the consequences of any access, including responsibility for all actions taken, including access to your account information and messages in Online Banking secure email, if available to you, through and under your User ID and Password and by any party to whom you have provided your User ID and Password.

You must notify us immediately by calling 1-888-762-6226 if you become aware of (i) the loss or compromise of your User ID or Password or the User ID or Password of any Interested Party authorized by you, (ii) any unauthorized use of your User ID or Password or the User ID or Password of any Interested Party authorized by you, (iii) any inaccuracies in your personal or account information or (iv) any other activity in regard to the Site or your accounts that you consider to be irregular or suspicious.

You agree that our rights and remedies arising out of any breach of your representations and warranties in this Agreement, the limitations on our liability and our rights to indemnification under this Agreement are continuing and shall survive the termination of this Agreement, notwithstanding the lack of any specific reference to such survivability in these provisions. PNC's failure to enforce the strict performance of any provision of this Agreement will not constitute a waiver of PNC's right to subsequently enforce such provision or any other provisions of this Agreement.

1. Securities Are Not Insured

The securities and financial instruments and products described in the Site (with the exception of insured bank deposits), including mutual funds (whether or not managed by the Bank or any of its affiliates), are not deposits in, obligations of or guaranteed by any bank or thrift, nor are they insured by the FDIC. All such securities, instruments and products are subject to investment risk, including the possible loss of principal.

IV. HOW TO CONTACT US

A. Business Customers:

Call us at 1-877-287-2654

B. All customers:

For TT access, contact us at 1-800-531-1648; or, write to us at:

1. General Inquiries:

PNC Bank, National Association
Online Banking Services
P7-PFSC-04-J
P.O. Box 600
Pittsburgh, PA 15230-9430

PNC is a registered mark of The PNC Financial Services Group, Inc.\© 2005 All rights reserved.

Member FDIC

PNC Bank, National Association
PNC Bank, Delaware
TT: 1-800-531-1648
Equal Housing Lender
www.pncbank.com
1-888-PNC-BANK

MLGIP is not backed or guaranteed by PNC Bank, its affiliates or any other bank. It is not a bank deposit, nor is it insured by, issued by or guaranteed by the Federal Deposit Insurance Corporation (FDIC), the Federal Reserve or any other state or federal governmental agency and it may lose value.

IN WITNESS WHEREOF, the parties have duly executed this Agreement as of the date first above written.

PNC Bank, National Association

By:___________________________

Print Name:____________________

Client

By:____________________________

Print Name:_____________________

MLGIP Online Services Agreement 0907