Fill - Free fillable Power of Attorney +1-415-667-8400 Account Holder(s). If Schwab (Charles Schwab) PDF form

Power of Attorney

Page 1 of 7

Schwab.com

1-800-435-4000

(inside the U.S.)

+1-415-667-8400

(outside the U.S.)

1-888-686-6916

(multilingual services)

• Use this form to authorize a third party (referred to as your “Agent” or “Attorney-in-Fact”) to act on your behalf in connection

with your Individual Retirement Account (IRA), your Schwab One

brokerage account and, if applicable, your linked Schwab

Bank High Yield Investor Checking

account.

• Power of Attorney (POA) authority does not apply to custodial accounts unless you are an Investment Advisor acting in the

capacity of a Limited Power of Attorney (LPOA).

• POA on fiduciary accounts (e.g., estates, guardianships and conservatorships) may be restricted by state laws or other standards.

• Agents must be U.S. citizens or U.S. resident aliens with a U.S. mailing address.

• If you are seeking to add an Agent to a trust account or a business account, Schwab may require additional documentation.

• This is a nondurable POA, meaning it will terminate when Schwab receives notice of the death or incapacity of the

Account Holder(s). If Schwab is notified that you become incapacitated and can no longer make your own decisions or

manage your own affairs, the authority granted to your Agent will end. If there is anything about this POA that you do

not understand, please consult with an attorney.

• If you have a Schwab Global Account

™

and wish to add a POA, you will need to complete a Power of Attorney for Schwab One

Brokerage Account and Associated Schwab Global Account form.

• This is an important legal document that gives another person authority(ies) over your account.

Please review it carefully with a trusted legal professional before you sign it.

Please Remember to:

• Choose your Agent’s type of authority in Section 2.

• If a new Account Holder is being added to an account with an existing POA, the new Account Holder and POA must

complete this form.

• Obtain all Agent and Account Holder signatures in Sections 6 and 7 and obtain notarization for the Account Holder

signature(s) in Section 8.

• If the powers granted to an individual who is currently a POA are changing, all account holders and the POA are required

to complete this form.

• Have your Agent complete the Add Options Trading and Margin to Your Account form if the account is approved for

options trading.

1 Tell Us About Yourself (Account Holder[s])

We respect your privacy. Schwab and Schwab Bank may use the information you provide to communicate with you and provide

information about products and services. Read about the privacy policy of Schwab and Schwab Bank at www.schwab.com/

privacy.

This Power of Attorney

applies only to the

following account.

Account Number

Account Holder or Trust/Organization

As required by federal law,

Schwab and Schwab Bank

will use this information to

verify your identity.

Name Title, First Middle Name Last Name, Suffix

Name Trust/Organization

Additional Account Holder or Trust/Organization

As required by federal law,

Schwab and Schwab Bank

will use this information to

verify your identity.

Name Title, First Middle Name Last Name, Suffix

Name Trust/Organization

Investment Products: Not FDIC-Insured • No Bank Guarantee • May Lose Value

CLEAR

Power of Attorney Page 2 of 7

2 Choose Your Agent’s Type of Authority (Select A or B)

Please choose the type of

authority you wish to

grant your Agent:

Limited Power of

Attorney or Full Power of

Attorney.

Granting Power of Attorney gives your Agent a broad range of authority over your accounts, whether you grant your Agent

trading authority (Limited Power of Attorney, or LPOA) or trading and withdrawal authority (Full Power of Attorney, or FPOA).

Please select only ONE type of authority you wish to grant your Agent below.

A. Trading Authority

You can select only ONE

type of authority.

Trading Authority (LPOA) gives your Agent the authority to:

• Trade in your account in the same manner and extent that you are permitted to do.

• View your account online.

• Incur additional margin debt, if your account is approved for margin.

Please review the attached Power of Attorney Authorization and Agreement for more information about the powers, roles and

responsibilities of all parties. LPOA does not allow your Agent to make withdrawals, transfer funds or securities out of your

account, close your account, change the mailing address on your account or activate a Schwab One

Visa

Platinum Debit Card.

B. Trading and Withdrawal Authority

This grant of authority is

not available to

Investment Advisors.

Trading and Withdrawal Authority (FPOA) gives your Agent trading authority as described in A above, plus the authority to:

• Withdraw funds from your account, including requesting that a check, electronic funds transfer (EFT) or wire transfer be sent to

someone other than you, including a withdrawal made payable to the Agent.

• Request that assets in your account be transferred to another Schwab account in the name of a third party, including a transfer

to the Agent’s separate Schwab account.

• Execute or change a beneficiary designation on your behalf on your eligible Schwab accounts (your Agent may not execute a

beneficiary designation in favor of himself or herself).

Write checks on your account, including checks made payable to any third party and the Agent.

Please review the attached Power of Attorney Authorization and Agreement for more information about the powers, roles and

responsibilities of all parties. An FPOA does not allow your Agent to add margin or options trading features to your account. With

FPOA, your Agent cannot transfer securities out of your Schwab account to another brokerage firm unless the Agent also has a

separate Durable Power of Attorney. With FPOA, your Agent can change his or her own password to access your account but

cannot change your password, close your account or change the mailing address on your account.

For a trust account (other than a revocable living trust account, in which the Trustor[s], Trustee[s] and current beneficiary[ies] are

all the same individuals), before granting FPOA, Schwab will require photocopies of the following pages from the trust document:

Please remember to

include these materials

for a trust document.

• Title pages containing the name and date of the trust, Trustor(s) and Trustee(s)

• Signature page(s)

• Pages setting forth the Trustee(s)’ authority to delegate powers and appoint Agents

3 Authorize Duplicate Materials for Your Agent

Please select which

materials should be sent

to your Agent. Your

selection will apply to

either authority chosen in

Section 2.

If you would like your Agent to receive copies of account statements or trade confirmations, check the appropriate box(es) below.

If you do not make a selection, your Agent will not receive duplicate materials.

Mail duplicate account statements.

Mail duplicate trade confirmations.

Duplicate statement mailings apply only to Schwab One Brokerage accounts.

Power of Attorney Page 3 of 7

4 Provide Agent Information

Agent’s General Information

Please provide

information on the Agent

(“Attorney-in-Fact”) and/

or Authorized Check User

being granted POA.

Name Title, First Middle Name Last Name, Suffix

Are you (the Agent) known by another name? Please specify.

Social Security Number Date of Birth mm/dd/yyyy

Securities industry

regulations require that we

collect this information.

Home/Legal Street Address No P.O. Boxes City State Zip Code

Include mailing address if

different from your

home/legal address.

Mailing Address P.O. Boxes may be used City State Zip Code

If you want to add more

than one Agent, please

complete a Power of

Attorney form for each

additional Agent.

Home Phone

Mobile Phone Work Phone Extension

Email Address Mother's Maiden Name

Country(ies) of Citizenship Please list all.

USA Other(s)

Country of Citizenship 1 Country of Citizenship 2, if applicable

Country of Legal Residence Please select only one box.

Agents must be U.S.

citizens or U.S. resident

aliens with a U.S. mailing

address.

USA Other

Other Country of Legal Residence

ID Type and Number Please select only one box and provide the relevant information below.

Agents with authority on

Schwab Bank accounts,

including a Schwab Bank

High Yield Investor

Checking

account linked

to a Schwab One

brokerage account, must

also be living in the

United States.

Choose only one ID type

and provide the

requested information.

Driver's License Passport U.S. Government-Issued ID

ID Number Country/State of ID Issuance ID Expiration Date mm/dd/yyyy

Marital Status

Single Married Divorced Widowed Number of Dependents

Securities industry regulations require that we collect this information.

Agent’s Employment Information

Please select only one box.

Employed Self-Employed Retired Homemaker Student Not Employed

Employer Name/Business Name

Business Street Address City State Zip Code

Power of Attorney Page 4 of 7

Occupation

If you selected “Employed”

or “Self-Employed,” please

select one option that best

describes your occupation.

Business Owner/Self-Employed Executive/Senior Management

Medical Professional Legal Professional

Accounting Professional Financial Services/Banking Professional

Information Technology Professional Other Professional

U.S. Government Employee (Federal/State/Local) Foreign Government Employee (Non-U.S.)

Military Educator

Clerical/Administrative Services Trade/Service Career (Labor/Manufacturing/Production)

Sales/Marketing Consultant

Other Please Specify:

Agent’s Financial Information

Securities industry regulations require that we collect this information.

Investment Experience

Please select only one box

in each section.

None Limited Good Extensive

Annual Income

Under $15,000 $15,000-$24,999 $25,000-$49,999 $50,000-$99,999 $100,000 or more

Liquid Net Worth

Liquid net worth is the part of net worth that can be easily turned into cash. Liquid net worth includes investments like stocks and

mutual funds, but not assets like real estate or cars that are difficult to convert quickly.

Under $25,000 $25,000-$49,999 $50,000-$99,999 $100,000-$249,999 $250,000 or more

Specify dollar amount if $250,000 or more

The next seven questions are required.

1. Are you affiliated with or employed by a stock exchange or member firm of an exchange or FINRA, or a municipal

securities broker-dealer?

Yes Please attach a letter from your employer approving your role as POA on this account.

2. Are you a director, 10% shareholder or policy-making officer of a publicly held company?

No Yes If yes, please list all companies below.

Company Name Trading Symbol

Power of Attorney Page 5 of 7

3. Are you being paid for providing investment advice on this account?

These questions are

required. If you do not

complete these questions,

we will not be able to

process this form.

If you select yes for any of

these questions and are

not registered as an

Investment Advisor, you

must also complete

Section 5.

Yes, I am. No, I am not.

Please note: If a POA is receiving compensation for providing investment advice, that person may need to be registered as an

Investment Advisor with the Securities and Exchange Commission (SEC) or the applicable state securities regulator. Registration

laws and exemptions from registration vary by state. Many states require registration if a POA is receiving compensation for

investment advice from just one client. The POA should consult with legal counsel and/or publicly available resources at

www.nasaa.org and/or www.sec.gov

to understand the Investment Advisor registration requirements. It is the legal responsibility

of the POA to ensure he/she is complying with the Investment Advisor registration laws that apply to him/her.

4. Are you being paid for providing investment advice on any other Schwab account?

Yes, I am. No, I am not.

5. Are you a Registered Investment Advisor (Federal or State)?

Yes, I am. Please complete the fields below. No, I am not.

Firm Name or DBA Firm Tax Identification Number (TIN)

State or Federal Investment Advisor Registration Number

6. Is your employer being paid for providing investment advice on this account?

Yes, my employer is. No, my employer is not.

7. Is your employer a Registered Investment Advisor (Federal or State)?

Yes, my employer is. Please complete the fields below. No, my employer is not.

Firm Name or DBA Firm Tax Identification Number (TIN)

State or Federal Investment Advisor Registration Number

5 Provide Supplemental Agent Information (Only If Agent Is Compensated and Not Registered)

If your Agent is receiving

compensation in

connection with this

account but is not

registered as an

Investment Advisor, your

Agent must complete

these questions.

Otherwise, continue to

the next section.

Do you or your employer qualify as a “family office” under the Investment Advisers Act, meaning that you provide advice

to clients of a single family only, the family clients own the office, and you do not hold yourself out to the public as an

Investment Advisor?

Yes No

Are you a lawyer, accountant, engineer or teacher (“professional”), and is any investment advice you provide incidental to

the practice of your profession?

Yes No

If yes, please provide

Schwab with a letter from

your attorney and/or

supporting

documentation for your

Agent’s claim of

exemption from

registration under the

Investment Advisers Act.

Are you legally exempt from registration as an Investment Advisor under federal or state law or for some other reason?

Yes No

Basis for Exemption

Power of Attorney Page 6 of 7

6 Provide Agent Signature

Please make sure your

Agent (“Attorney-in-

Fact”) signs and dates

this section.

By signing this Power of Attorney form, I acknowledge that I have received and read the attached Schwab Power of Attorney

Authorization and Agreement and retained a copy for my records. I acknowledge that my signature signifies and constitutes my

agreement to the terms and conditions set forth in the attached Schwab Power of Attorney Authorization and Agreement,

including the Agent’s Terms and Condit

ions in Section 3 and, if applicable, the Schwab Bank Agent’s Terms and Conditions in

Section 7.

The Agent’s signature

DOES NOT need to be

notarized.

The Schwab Power of Attorney Authorization and Agreement contains a predispute arbitration clause. I acknowledge

receipt of the predispute arbitration clause contained in Section 4, pages 3 and 4, of the Schwab Power of Attorney

Authorization and Agreement.

Today’s Date mm/dd/yyyy

signer1_DocuSignFullName

Print Name Title

signer1_SignHere signer1_DateSigned

7 Authorization Agreement and Account Holder Signature(s)

Please read, sign and

obtain notarization for

Account Holder

signature(s) below and

on the following page.

By signing this Power of Attorney form, I certify that I have carefully read the provisions of this document, including the attached

Power of Attorney Authorization and Agreement, and I understand that it authorizes my Agent, herein named, to exercise all rights

and powers set forth above with respect to my brokerage account and, if appropriate, my Schwab Bank High Yield Investor

Checking

account, and I understand that anything my Agent may do in the exercise of such rights and powers is fully binding

upon me.

I authorize Schwab (and Schwab Bank, if applicable) and other persons to whom Schwab (or Schwab Bank) has given instructions in

order to implement my Agent’s instructions; to rely on my Agent’s instructions without obtaining my approval, countersignature or

co-signature; and to take other

actions necessary or incidental to the execution of such instructions. If I have named more than one

Agent, I agree that each Agent may act independently and without the consent of any other Agent. I understand that this is not a

durable POA and that all authority granted to my Agent shall cease automatically upon Schwab (or Schwab Bank, if applicable)

receiving written notification from a licensed p

hysician of my mental disability, incompetence, incapacity or death.

If this POA relates to a trust account, each Trustee certifies that the trust instrument authorizes the delegation of authorities as

indicated within this Power of Attorney form and such delegation is not prohibited by the laws that govern the trust.

FURTHERMORE, BY SIGNING THIS FORM, I ACKNOWLEDGE THAT THE ATTACHED POWER OF ATTORNE

Y AUTHORIZATION AND

AGREEMENT RELATES TO MY ACCOUNT(S) AND IS PART OF (A) THE ACCOUNT AGREEMENT BETWEEN SCHWAB AND ME FOR MY

BROKERAGE ACCOUNT AND, IF APPLICABLE, (B) THE ACCOUNT AGREEMENT BETWEEN SCHWAB BANK AND ME FOR MY SCHWAB

BANK HIGH YIELD INVESTOR CHECKING ACCOUNT. I ACKNOWLEDGE THAT I HAVE RECEIVED AND READ THE ATTACHED POWER OF

ATTORNEY AUTHORIZATION AND AGREEMENT AND RETAINED A COPY FOR MY R

ECORDS AND THAT IT IS MY RESPONSIBILITY TO

PROVIDE A COPY TO MY AGENT(S) IF I SO DESIRE.

I understand that I am responsible for providing my Agent(s) with all agreements, disclosures and notices regarding my account(s)

and this POA. I understand that I have the right to revoke or terminate this POA at any time by providing written notice to Schwab

or Schwab Bank. I understand that if I have a Schwab B

ank High Yield Investor Checking account, I may contact or be contacted by

Schwab or Schwab Bank regarding this POA.

The Schwab Power of Attorney Authorization and Agreement includes a predispute arbitration clause. I acknowledge

receipt of the predispute arbitration clause contained in Section 4, pages 3 and 4, of the Schwab Power of Attorney

Authorization and Agreement.

Today’s Date mm/dd/yyyy

printName1

Print Name Title

signer1_SignHere signer1_DateSigned

Today’s Date mm/dd/yyyy

Print Name Title

Power of Attorney Page 7 of 7

8 Obtain Notarization for Account Holder Signature(s)

All Account Holder

signatures must be

notarized.

The Agent’s signature

DOES NOT need to be

notarized.

Notice to CA Residents: A notary public or other officer completing this certificate verifies only the identity of the individual(s)

who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document.

Certificate of Acknowledgment of Notary Public*

State of in the County of On mm/dd/yyyy

the above-named individual(s) personally appeared before me and proved to me on the basis of satisfactory evidence to be the

person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the

same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument, the person(s), or the

entity upon behalf of which the person(s) acted, executed the instrument.

I certify under PENALTY OF PERJURY that the foregoing paragraph is true and correct.

Notary Signature Today’s Date mm/dd/yyyy

Print Notary Name

My Commission Expires mm/dd/yyyy

(NOTARY SEAL)

*If your state law permits, notaries may attach the appropriate notarizing declaration in lieu of this notarization.

9 Return Instructions

• Upload online with secure messaging (if you are an existing client and have online access to your account).

1. Go to Schwab.com and log in to your account.

2. Click the Message Center link (under Service), and then click the Upload Document link.

3. Upload your form as an attachment by clicking the Add File button.

4. When your message is complete, click Send.

• Fax to 1-888-526-7252.

• Bring to your nearest Schwab branch (visit Schwab.com/branch

for locations).

• Mail to any of the following addresses:

Regular Mail (West)

Charles Schwab & Co., Inc.

P.O. Box 982600

El Paso, TX 79998-2600

Regular Mail (East)

Charles Schwab & Co., Inc.

P.O. Box 628291

Orlando, FL 32862-8291

Overnight Mail (East)

Charles Schwab & Co., Inc.

1958 Summit Park Dr., Ste. 200

Orlando, FL 32810

Overnight Mail (West)

Charles Schwab & Co., Inc.

1945 Northwestern Dr.

El Paso, TX 79912

Brokerage Products: Not FDIC-Insured • No Bank Guarantee • May Lose Value

Charles Schwab & Co., Inc. and Charles Schwab Bank, SSB are separate but affiliated companies and subsidiaries of The Charles

Schwab Corporation. Brokerage products are offered by Charles Schwab & Co., Inc., Member SIPC. Deposit and lending products

and services are offered by Charles Schwab Bank, SSB, Member FDIC and an Equal Housing Lender.

This page is intentionally blank.

Power of Attorney Authorization and Agreement

Page 1 of 5

• Please read and retain for your files. - Client Copy

• Sections 1–4 relate to your brokerage account and are part of the Account Agreement between each Account Holder and

Schwab. Sections 5–7 relate to your Schwab Bank High Yield Investor Checking

account and are part of the Account

Agreement between each Account Holder and Schwab Bank, if applicable. The terms “I,” “me” and “my” refer to each

Schwab or Schwab Bank Account Holder.

• Please note that for the purposes of this Power of Attorney (POA), the term “brokerage account” refers to your account

with Charles Schwab & Co., Inc. (“Schwab”), a registered broker-dealer, and the term “Schwab Bank High Yield Investor

Checking account” (“High Yield Investor Checking account”) refers to your account with Charles Schwab Bank, SSB

(“Schwab Bank”), an Equal Housing Lender and Member FDIC.

Section 1: Account Holder’s Authorization of

Agent’s Powers

I authorize Schwab to take such actions as Schwab

deems necessary to carry out instructions Schwab

receives from me and/or Agent. I further authorize

Schwab, in its sole discretion and for whatever

reason, to request additional documentation from

me prior to executing any transaction requested

by my Agent. If I have appointed two or more

Agents, both Agents will have identical powers as

indicated in Section 2 of the Power of Attorney

form, and I hereby authorize them to act alone and

without the consent of the other Agent or Agents,

with respect to the powers granted. In addition, I

hereby authorize Schwab, in its sole discretion, to

restrict my Account from further activity in the

event the Agents enter conflicting or inconsistent

instructions.

I authorize Schwab to mail duplicate copies of

account statements and/or trade confirmations to

the Agent(s), if I have so indicated by checking the

boxes in Section 3. If Agent is associated with a

securities firm of the Financial Industry Regulatory

Authority (“FINRA”), Schwab is authorized to

deliver information concerning my Account,

including duplicate confirmations and account

statements, to such firm upon written request.

For both FPOA and LPOA, the Agent’s authority

will include, without limitation, the authority in the

same manner and to the same extent as any

Account Holder:

• to give instructions for transactions in securities

and financial instruments, including the buying

and selling of stocks, bonds, debentures, notes,

subscription warrants, stock purchase warrants,

options, mutual fund shares, evidences of

indebtedness, and any other securities,

instruments or contracts relating to securities;

and

• (where necessary to complete any transaction) to

transfer, convert, endorse, sell, assign, set over

and deliver any assets held in the Account (the

“Account Assets”) and to make, execute and

deliver any and all written instruments of

assignment and transfer; and

• to update certain account information, but not to

change the account mailing address.

At its discretion, Schwab may, but is not obligated

to, decline to accept certain updated account

information from the Agent. The Agent under an

LPOA is not authorized to withdraw or direct the

disbursement of Account Assets from the Account.

If my Account has a Margin and Short Account

feature approved by Schwab, Agent is authorized

to trade on margin, to sell short, to borrow

securities, to otherwise cause credit to be

extended through the Account, and to secure the

performance of obligations in the Account with

Account Assets. If my Account is authorized for

options trading, after an options trading

application is completed by the Agent and

approved by Schwab, Agent is authorized to place

options orders. Whenever this Power of Attorney is

attached to any instrument of assignment or

transfer, all persons shall be entitled, without

further inquiry or investigation and regardless of

the date of such Power of Attorney, to act in

reliance upon the assumption that the Account

Assets named in such instrument were duly and

properly transferred, endorsed, sold, assigned, set

over and delivered, and that with respect to such

Account Assets the authority conferred herein is

still in full force and effect. And, for FPOA only, the

authority in the same manner and to the same

extent as any Account Holder:

• to withdraw or direct the disbursement of money

held in the Account in or into the name of any

person or entity, including the Account Holder,

the Agent or upon Agent’s instructions (but not

to change or create joint or multiple-party

accounts); and

• on my behalf, to enter into further agreements

with Schwab regarding my Account, and

generally take all actions necessary in connection

with the Account, or which are considered

desirable by the Agent.

Notwithstanding the aforementioned, if this

trading authorization applies to an IRA, QRP,

403(b)(7) or Keogh account (“Retirement Account”)

for which Schwab or its affiliate and/or any

successor acts as trustee or custodian, this

authorization shall allow the Agent to provide

trading instructions to Schwab. However, such

instructions shall be limited to purchase, exchange

and sell orders in any investment permitted by the

terms of the Retirement Account and pursuant to

Schwab policy, and other incidental transactions

subject to the limitations described herein.

And, for FPOA on a Retirement Account only, the

authority in the same manner and to the same

extent as any Account Holder:

• to direct distributions from the Retirement

Account (other than to the Agent) and to make

any elections in connection therewith (including,

without limitation, elections relating to tax

withholding); and

• (if authorized) to execute any beneficiary

designation for any Retirement Account held for

my benefit at Schwab in favor of any party other

than the Agent himself or herself. And, for

Authorized Check User only, the Agent’s

authority will include, without limitation, the

authority in the same manner and to the same

extent as any Account Holder to write checks to

any person or entity. I agree that until this Power

of Attorney is revoked by written notice to

Schwab and all checks delivered to the Agent are

returned, Schwab may continue to honor all

checks written against the Account by the Agent.

Section 2: Account Holder’s Terms and

Conditions

All orders and transactions will be governed by the

terms and conditions of all account agreements as

applicable to my Account.

Role of Charles Schwab & Co., Inc. I acknowledge

and agree that:

• Schwab will merely effect trades as directed by

Agent (LPOA and FPOA only);

• Schwab will not give legal or tax advice;

• Agent and I are responsible for determining the

nature, potential value and suitability for me of

any particular investment strategy, transaction

(including futures transactions) or security

(including equities and options); I will not rely on

Schwab for this purpose and, unless (1) required

by applicable law, or (2) a Schwab representative

gives advice directly to me or Agent that is

clearly identified as a Schwab recommendation

for me to enter into a particular transaction or to

buy or sell a particular security, Schwab has no

responsibility for any such determination;

• Schwab is not acting as a fiduciary;

• I (and not Schwab) am responsible for

investigating and selecting Agent;

• Agent is not affiliated with or controlled or

employed by Schwab, and Schwab has not

approved, recommended or endorsed Agent;

• Agent, and not Schwab, is solely responsible for

Power of Attorney Authorization and Agreement - Client Copy Page 2 of 5

determining if Agent is required to be registered

as an Investment Advisor with a state agency or

the Securities and Exchange Commission (SEC).

Registration rules vary by state. I agree that it is

Agent’s responsibility, and not Schwab’s, to

check his/her state’s applicable rules;

• Unless required by applicable law, Schwab has no

duty to review, supervise or monitor any

investment decision, trading activity or

transaction by Agent in my Account; and

• Schwab reserves the right, in its sole discretion, to

no longer honor instructions for Agent and will

notify me if it chooses to do so.

In addition, I have investigated the business

experience, qualifications and reputation of my

Agent and am satisfied with the experience,

qualifications and reputation of my Agent.

I understand that Schwab has not provided any

advice to me regarding this Power of Attorney,

and if there is anything about this Power of

Attorney that I do not understand, I should consult

with my attorney for an explanation.

Indemnification. I hereby ratify and confirm any

and all transactions, trades or dealings effected in

and for my Schwab Account by my Agent, and I

agree to indemnify and hold harmless Schwab, its

affiliates, and their directors, officers, employees

and agents from and against all claims, actions,

judgments, settlement amounts, costs and

liabilities, including attorneys’ fees, arising out of

or relating to:

• their reliance on this Power of Attorney;

• Schwab’s execution of Agent’s instructions; and

• Schwab’s execution of disbursement instructions

received from Agent (FPOA and Authorized

Check User only).

Furthermore, I agree to indemnify and hold

Schwab harmless from, and to pay Schwab

promptly upon demand for, any and all losses or

financial obligations which may arise from the acts

or omissions of the Agent with respect to my

Account. I also agree that since Schwab will not

review, supervise or monitor trading by the Agent

in my Account, Schwab will not be liable and I will

not attempt to hold Schwab liable for any trade or

decision made by the Agent whom I have selected,

regardless of whether or not any such trade or

decision was specifically authorized by me.

Termination of Authority. This Power of

Attorney, authorization and indemnification will

remain in effect until Schwab is notified in writing

of my death, mental disability, incompetence or

incapacity or until I have revoked it by written

notification, and such notification is received by

Schwab. Such revocation will not affect my

obligations resulting from transactions initiated

prior to Schwab’s receipt of notice of revocation.

Transfer Agent (LPOA and FPOA only). To

induce any transfer agent or other third party to

act hereunder, I hereby agree that any transfer

agent or other third party receiving a duly

executed copy or facsimile of this Power of

Attorney may act upon it, and that revocation or

termination hereof shall be ineffective as to such

transfer agent or other third party unless and until

actual notice or knowledge of such revocation or

termination shall have been received by such

transfer agent or other third party, and I, for myself

and for my heirs, executors, legal representatives

and assigns, hereby agree to indemnify and hold

harmless any such transfer agent or third party

from and against any and all claims that may arise

against such transfer agent or other third party by

reason of such transfer agent or third party having

relied on this instrument.

Assignment. This Power of Attorney supplements

and in no way limits or restricts rights which

Schwab may have under existing law or any other

agreement with me. This Power of Attorney will

bind my heirs, executors, administrators,

successors and assigns, and will benefit Schwab’s

successors, affiliates and assigns.

Governing Law. The laws of the state of California

(but not the choice of law doctrines), as applied to

agreements signed and performed in California,

shall apply and bind the parties in any and all

questions arising under this Power of Attorney,

including questions of validity, interpretation and

performance, except that the arbitration

agreement in Section 4 shall be governed by the

Federal Arbitration Act.

Arbitration. I agree to the arbitration provisions in

Section 4, which also includes required arbitration

disclosures.

Section 3: Agent’s Terms and Conditions

The undersigned Agent and Charles Schwab & Co.,

Inc. (“Schwab”) agree that the authority conferred

on the Agent by the Power of Attorney executed

by the Account Holder (“Customer”) shall be

exercised in accordance with the following terms

and conditions (“Agreement”):

Authorization to Make Transactions in the

Customer’s Account. Agent may give instructions

and take actions with respect to the Account

pursuant to the Power of Attorney. Customer may

revoke the Power of Attorney at any time by giving

written notice to Schwab. Customer will have

concurrent full authority at all times to take actions

and place orders for the Account. Agent agrees

not to take any actions that exceed the authority

under the Power of Attorney or any other

agreement between the Agent and the Customer.

Role of Charles Schwab & Co., Inc. Unless

required by applicable law, Schwab will not make

or review trading or investment decisions or offer

legal or tax advice and is not in any way

responsible for reviewing, supervising or

monitoring any investment decision or trading

activity in a Customer’s account. Customer and

Agent are responsible for determining the nature,

potential value and suitability for Customer of any

particular investment strategy, transaction

(including futures transactions) or security

(including equities and options); Agent will not

rely on Schwab for this purpose and, unless (1)

required by applicable law, or (2) a Schwab

representative gives advice directly to Agent that

is clearly identified as a Schwab recommendation

for Agent to enter into a particular transaction or

to buy or sell a particular security, Schwab has no

responsibility for any such determination.

Trade Confirmations and Account Statements.

Unless the Customer directs otherwise, Schwab

will not automatically send duplicate trade

confirmations and account statements to the

Agent.

Agent’s Relationship to Schwab. If appointed

FPOA or LPOA, Agent hereby represents that he/

she is familiar with and has reviewed the

investment goals, guidelines and objectives of the

Customer and will invest in a way that is consistent

with the Customer’s stated goals and objectives.

Such Agent will not represent to Customer that

Schwab and Agent are affiliated or have any

relationship other than that described in this

Agreement; that Schwab endorses or recommends

the Agent; that Schwab provides any advice other

than that described in this Agreement; that

Schwab participates in or reviews Agent’s trading

decisions; or that Schwab manages, supervises or

monitors trading in the Account.

Any Agent agrees to immediately notify Schwab of

the Customer’s death or any termination or

revocation of the Power of Attorney and/or

modification of the Power of Attorney; Agent also

agrees to notify Schwab of any incapacity,

incompetence or mental disability of the Customer

that would render the Power of Attorney void.

Compliance with Applicable Law. Agent will

comply with all applicable state and federal laws

(including the Investment Advisers Act of 1940

and comparable state laws), rules and regulations

as they may be amended from time to time,

including, without limitation, making such

disclosure as may be required by applicable law,

rule or regulation.

Agent further agrees that Agent, and not Schwab,

is solely responsible for determining if Agent is

required to be registered as an Investment Advisor

with a state agency or the Securities and Exchange

Commission (SEC).

Registration rules vary by state. Agent agrees to

check his/her state’s applicable rules.

Compliance with FINRA Rules of Fair Practice.

Agent represents and warrants that, unless the

Agent has given Schwab written notice to the

contrary, Agent is not “associated” with a member

of the Financial Industry Regulatory Authority,

within the meaning of Article I(Q) of the FINRA

bylaws. Agent agrees to give Schwab prompt and

written notice if Agent later becomes so

associated in accordance with FINRA’s Conduct

Rule 3050 (formerly Section 28 of the Rules of Fair

Practice).

Information. Agent will provide promptly any

information reasonably requested by Schwab

concerning the management of the Account or

compliance with this Agreement. If questions arise

concerning compliance with any law, whether

federal or state, Agent will take any action believed

by Schwab to be necessary to ensure compliance

with applicable law. This provision shall not be

read to imply that Schwab has any duty to

supervise or monitor Agent’s management of

Customer’s accounts or compliance with

applicable law. Agent represents and warrants that

all information Agent provides to Schwab in this

Agreement, or otherwise at any time, is true,

accurate and complete. If any information Agent

furnishes to Schwab becomes materially

Power of Attorney Authorization and Agreement - Client Copy Page 3 of 5

inaccurate, false, or otherwise misleading, Agent

agrees to notify Schwab promptly and take such

action as is necessary to revise such information.

Verification. Agent authorizes Schwab to inquire

from any source, including a consumer reporting

agency, as to Customer’s identity (as required by

federal law), creditworthiness and ongoing

eligibility for the Account (and that of Customer’s

spouse, if Customer lives in a community property

state) at account opening, at any time throughout

the life of the Account, and thereafter for debt

collection or investigative purposes.

Monitoring of Conversations. Agent agrees that

Schwab may, but is not obligated to, record

telephone calls to monitor the quality of service

Agent or Customer receives, to verify securities

transaction information or for any other valid

purpose. Agent acknowledges that Schwab may

not be able to locate a tape recording unless

Schwab is provided the date and time of the

conversation and the full name of the Schwab

representative involved in the conversation. Agent

agrees that Schwab has the sole right to determine

how long tape recordings will be retained.

Sale and Control of Restricted Securities (LPOA

and FPOA only). Before instructing Schwab to sell

securities that are:

• “restricted securities” or securities of an issuer of

which Agent or the Customer is an “affiliate” (as

those terms are defined in Rule 144 under the

Securities Act of 1933), or

• securities that are being sold in reliance on Rule

701 or Rule 145 under such Act, or

• securities of which the Customer or the Agent

and the issuer or its underwriter have entered

into an agreement restricting the transferability

of such securities,

Agent agrees to tell Schwab the status of such

securities and promptly furnish whatever

information and documents (including opinions of

legal counsel, if requested) that Schwab requests

in order to comply with its regulatory duties.

Agent agrees not to hold Schwab liable for delays

in the sale or settlement of such securities, or the

release of proceeds from such sale resulting from

the failure of the issuer’s counsel to issue in a

timely manner or to approve any necessary legal

opinion, or any other action or failure to act of any

person or entity other than Schwab.

Agent agrees not to tender any such securities as

collateral for an obligation the Customer owes

Schwab, unless Agent first obtains Schwab’s prior

written consent.

Indemnification. Agent agrees to indemnify and

hold harmless Schwab, its affiliates and their

directors, officers, employees and Agents from and

against all claims, actions, judgments, settlement

amounts, cost and liabilities, including attorneys’

fees, arising out of or relating to:

• any breach by Agent of any provision of this

Agreement;

• the performance or non-performance of the

Agent’s services; and

• any dispute involving Agent and Customer.

Entire Agreement. This Agreement contains all of

the agreements, representations and

understandings made between Agent and

Schwab. All modifications and amendments must

be in writing and signed by Schwab.

Schwab may amend the Agreement with advance

notice to Agent.

Assignment. Schwab may assign its rights and

obligations under this Agreement to any

subsidiary, affiliate or successor by merger or

consolidation without notice to the Agent, or to

any other entity after 30 days’ written notice to

Agent. Agent may not assign this Agreement

without Schwab’s prior written consent. This

Agreement is binding upon and will inure to the

benefit of each party’s successors, heirs, legal

representative and permitted assigns.

Waivers. The failure of either party at any time to

require performance by the other party of any

provision of this Agreement will not affect in any

way the right to require such performance at any

time thereafter. The waiver by either party of a

breach of any provision hereof will not be taken or

held to be a waiver of the provision itself.

Governing Law. The laws of the state of California

(but not the choice of law doctrines), as applied to

agreements signed and performed in California,

shall apply and bind the parties in any and all

questions arising under this Power of Attorney,

including questions of validity, interpretation and

performance, except that the arbitration

agreement in Section 4 below shall be governed

by the Federal Arbitration Act.

Arbitration. Agent agrees to the arbitration

provisions in Section 4, which also includes

required arbitration disclosures.

Section 4: Account Holder and Agent Agree to

Arbitration

Required Arbitration Disclosures. Regulatory

authorities require that any brokerage

agreement containing a predispute arbitration

agreement must disclose that this agreement

contains a predispute arbitration clause. This

Agreement contains a predispute arbitration

clause. By signing an arbitration agreement,

the parties agree as follows:

• All parties to this Agreement are giving up the

right to sue each other in court, including the

right to a trial by jury, except as provided by

the rules of the arbitration forum in which a

claim is filed.

• Arbitration awards are generally final and

binding; a party’s ability to have a court

reverse or modify an arbitration award is very

limited.

• The ability of the parties to obtain documents,

witness statements and other discovery is

generally more limited in arbitration than in

court proceedings.

• The arbitrators do not have to explain the

reason(s) for their award unless, in an eligible

case, a joint request for an explained decision

has been submitted by all parties to the panel

at least 20 days prior to the first scheduled

hearing date.

• The panel of arbitrators will typically include a

minority of arbitrators who were or are

affiliated with the securities industry.

• The rules of some arbitration forums may

impose time limits for bringing a claim in

arbitration. In some cases, a claim that is

ineligible for arbitration may be brought in

court.

• The rules of the arbitration forum in which the

claim is filed, and any amendments thereto,

shall be incorporated into this Agreement.

No person shall bring a putative or certified

class action to arbitration, nor seek to enforce

any predispute arbitration agreement against

any person who has initiated in court a putative

class action; or who is a member of a putative

class who has not opted out of the class with

respect to any claims encompassed by the

putative class action until:

1. the class certification is denied;

2. the class is decertified; or

3. the customer is excluded from the class by

the court.

Such forbearance to enforce an agreement to

arbitrate shall not constitute a waiver of any

rights under this Agreement except to the

extent stated herein.

Arbitration Agreement. Any controversy or

claim arising out of or relating to (i) this

Agreement, any other agreement with Schwab,

an instruction or authorization provided to

Schwab or the breach of any such agreements,

instructions, or authorizations; (ii) the Account,

any other Schwab account or Services; (iii)

transactions in the Account or any other

Schwab account; (iv) or in any way arising from

the relationship with Schwab, its parent,

subsidiaries, affiliates, officers, directors,

employees, agents or service providers

(“Related Third Parties”), including any

controversy over the arbitrability of a dispute,

will be settled by arbitration.

This arbitration agreement will be binding

upon and inure to the benefit of the parties

hereto and their respective representatives,

attorneys-in-fact, heirs, successors, assigns and

any other persons having or claiming to have a

legal or beneficial interest in the Account,

including court-appointed trustees and

receivers. This arbitration agreement will also

inure to the benefit of third-party service

providers that assist Schwab in providing

Services (“Third-Party Service Providers”) and

such Third-Party Service Providers are deemed

to be third-party beneficiaries of this

arbitration agreement.

The parties agree that this arbitration

agreement will apply even if the application to

open the Account is denied and will survive the

closure of your Account and/or the termination

of services rendered under this Agreement.

Such arbitration will be conducted by, and

according to the securities arbitration rules and

regulations then in effect of, the Financial

Industry Regulatory Authority (FINRA) or any

national securities exchange that provides a

forum for the arbitration of disputes, provided

Power of Attorney Authorization and Agreement - Client Copy Page 4 of 5

that Schwab is a member of such national

securities exchange at the time the arbitration

is initiated. Any party may initiate arbitration

by filing a written claim with FINRA or such

eligible national securities exchange. If

arbitration before FINRA or an eligible national

securities exchange is unavailable or

impossible for any reason, then such

arbitration will be conducted by, and according

to the rules and regulations then in effect of,

the American Arbitration Association (AAA). If

arbitration before the AAA is unavailable or

impossible for any reason, the parties agree to

have a court of competent jurisdiction appoint

three (3) arbitrators to resolve any and all

disputes or controversies between or among

the parties. Each party shall bear its own initial

arbitration costs, which are determined by the

rules and regulations of the arbitration forum.

In the event of financial hardship, the

arbitration forum may waive certain costs in

accordance with such rules. At the conclusion

of the hearing, the arbitrators will decide how

to assess the costs of the arbitration among the

parties.

Any award the arbitrator makes shall be final

and binding, and judgment on it may be

entered in any court having jurisdiction. This

arbitration agreement shall be enforced and

interpreted exclusively in accordance with

applicable federal laws of the United States,

including the Federal Arbitration Act. Any

costs, fees or taxes involved in enforcing the

award shall be fully assessed against and paid

by the party resisting enforcement of said

award.

For FINRA arbitrations, FINRA will appoint a

single public arbitrator in customer cases

decided by one arbitrator. In customer cases

decided by three arbitrators, investors have the

option of choosing an arbitration panel with

two public arbitrators and one non-public

arbitrator (Majority-Public Panel Rule) or a

panel of all public arbitrators (Optional All-

Public Panel Rule). If the customer declines to

elect a panel selection method in writing by the

applicable deadline, the Majority-Public Panel

Rule for selecting arbitrators will apply.

All notices from one party to the other

involving arbitration shall be considered to

have been fully given when so served, mailed

by first-class, certified or registered mail, or

otherwise given by other commercially

accepted medium of written notification.

In addition to the above provisions, if a party to

this Agreement is or becomes a non-U.S.

resident at the time of any controversy subject

to this arbitration agreement, such party

acknowledges and agrees to the following

additional provisions:

(1) The rules of the organization administering

the arbitration specifically provide for the

formal designation of the place at which the

arbitration is to be held.

(2) Entering into this Agreement constitutes

consent to submit to the personal

jurisdiction of the courts of the state of

California, U.S.A., to interpret or enforce any

or all of these arbitration provisions.

Judgment on any arbitration award may be

entered in any court having jurisdiction, or

application may be made to such court for

judicial acceptance of the award and an

order of enforcement, as the case may be.

(3) The exclusive language to be used by the

parties and the arbitrators in the arbitration

proceedings shall be English. Any party

wishing an interpreter shall make all

arrangements directly with the interpreter

and shall assume all costs of the service.

(4) If a party is a foreign government or state,

state-owned or state-operated enterprise or

other instrumentality of a foreign

government or state, such party waives all

rights of sovereign immunity and neither

the Federal Act of State doctrine nor the

doctrine of sovereign immunity shall apply

insofar as any enforcement in courts located

in the U.S.A. is concerned.

Section 5: Schwab Bank Account Holder’s

Authorization of Agent’s Powers

I authorize Charles Schwab Bank, SSB (“Schwab

Bank”) to take such actions as Schwab Bank deems

necessary to carry out instructions Schwab Bank

receives from me and/or Agent. I further authorize

Schwab Bank, in its sole discretion and for

whatever reason, to request additional

documentation from me prior to executing any

transaction requested by my Agent. If I have

appointed two or more Agents, both Agents will

have identical powers as indicated in Section 2 of

the Power of Attorney form, and I hereby authorize

them to act alone and without the consent of the

other Agent or Agents with respect to the powers

granted. In addition, I hereby authorize Schwab

Bank, in its sole discretion, to restrict my Schwab

Bank High Yield Investor Checking

account from

further activity in the event the Agents enter

conflicting or inconsistent instructions.

For LPOA, my Agent’s authority consists of the

authority to view account information, balances

and transactions, but not to make withdrawals or

transfer funds. My Agent may also request copies

of specific account statements upon my request.

For FPOA, my Agent’s authority consists of

unlimited authority to view account information,

balances and transactions, transfer or withdraw

money from my Account, including into the name

of the Agent, to write checks against my Account,

obtain stop payments and generally take any

other actions with respect to my Account in the

same manner and to the same extent as I am

permitted to do. My Agent may also request

copies of specific account statements upon my

request. I understand that certain access devices

may not be made available to my Agent. My Agent

is authorized to update certain account

information, but not to change the High Yield

Investor Checking account mailing address nor to

change or create joint accounts. At its discretion,

Schwab Bank may, but is not obligated to, decline

to accept certain updated account information

from the Agent. My Agent is authorized on my

behalf to enter into further agreements with

Schwab Bank regarding my High Yield Investor

Checking account and generally to take all actions

necessary in connection with the Account, or

which are considered desirable by the Agent.

Whenever this Power of Attorney is attached to

any instrument of assignment or transfer, all

persons shall be entitled, without further inquiry or

investigation and regardless of the date of such

Power of Attorney, to act in reliance upon the

assumption that the Account Assets named in

such instrument were duly and properly

transferred, endorsed, sold, assigned, set over and

delivered, and that with respect to such Account

Assets the authority conferred herein is still in full

force and effect.

Section 6: Schwab Bank Account Holder’s

Terms and Conditions

All transactions will be governed by the terms and

conditions of all account agreements as applicable

to my High Yield Investor Checking account.

Role of Schwab Bank. I acknowledge and agree

that:

• Schwab Bank will merely effect transactions as

directed by Agent (LPOA and FPOA);

• Schwab Bank will not give legal or tax advice;

• Schwab Bank is not acting as a fiduciary;

• I (and not Schwab Bank) am responsible for

investigating and selecting Agent;

• Agent is not affiliated with or controlled or

employed by Schwab Bank, and Schwab Bank

has not approved, recommended or endorsed

Agent;

• Unless required by applicable law, Schwab Bank

has no duty to review, supervise or monitor any

transaction by Agent in my High Yield Investor

Checking account; and

• Schwab Bank reserves the right, in its sole

discretion, to no longer honor instructions for

Agent and will notify me if it chooses to do so.

I understand that Schwab Bank has not provided

any advice to me regarding this Power of Attorney,

and if there is anything about this Power of

Attorney that I do not understand, I should consult

with my personal attorney for an explanation.

Indemnification. I hereby ratify and confirm any

and all transactions or dealings effected in and for

my High Yield Investor Checking account by my

Agent, and I agree to indemnify and hold harmless

Schwab Bank, its affiliates, and their directors,

officers, employees and agents from and against

all claims, actions, judgments, settlement

amounts, costs and liabilities, including attorneys’

fees, arising out of or relating to:

• their reliance on this Power of Attorney;

• Schwab Bank’s execution of Agent’s instructions;

and

• Schwab Bank’s execution of disbursement

instructions received from Agent (FPOA only).

Furthermore, I agree to indemnify and hold

Schwab Bank harmless from, and to pay Schwab

Bank promptly upon demand for, any and all

losses or financial obligations which may arise

from the acts or omissions of the Agent with

Power of Attorney Authorization and Agreement - Client Copy Page 5 of 5

respect to my High Yield Investor Checking

account. I also agree that Schwab Bank will not be

liable and I will not attempt to hold Schwab Bank

liable for any transaction or decision made by the

Agent whom I have selected, regardless of

whether or not any such transaction or decision

was specifically authorized by me.

Termination of Authority. This Power of

Attorney, authorization and indemnification will

remain in effect until Schwab Bank or Schwab is

notified in writing of my death, mental disability,

incompetence or incapacity or until I have revoked

it by written notification, and such notification is

received by Schwab Bank or Schwab. Such

revocation will not affect my obligations resulting

from transactions initiated prior to Schwab Bank’s

or Schwab’s receipt of notice of revocation.

Assignment. This Power of Attorney supplements

and in no way limits or restricts rights which

Schwab Bank may have under existing law or any

other agreement with me. This Power of Attorney

will bind my heirs, executors, administrators,

successors and assigns, and will benefit Schwab

Bank’s successors, affiliates and assigns.

Governing Law. The laws of the state of Nevada

(but not the choice of law doctrines), as applied to

Schwab Bank agreements signed and/or

performed by Schwab Bank, shall apply and bind

the Account Holder(s) and Agent(s) in any and all

questions arising under Sections 5 through 7 of

this Power of Attorney Authorization and

Agreement, including questions of validity,

interpretation and performance. All other

questions arising out of any other section of this

Power of Attorney Application and Agreement

shall be governed by California law.

Arbitration. The arbitration provision in the

Schwab Bank Deposit Account Agreement applies

to this Power of Attorney with respect to the

Account Holder’s agreement with Schwab Bank.

Section 7: Schwab Bank Agent’s Terms and

Conditions

The Agent signing in Section 6 of the Power of

Attorney form and Schwab Bank agree that the

authority conferred on the Agent by the Power of

Attorney executed by the Schwab Bank High Yield

Investor Checking

Account Holder (“Customer”)

shall be exercised in accordance with the following

terms and conditions:

Authorization to Make Transactions in the

Customer’s Account. Agent may give instructions

and take actions with respect to the Account

pursuant to the Power of Attorney. Customer may

revoke the Power of Attorney at any time by giving

written notice to Schwab Bank or Schwab.

Customer will have concurrent full authority at all

times to take actions for the Account. Agent

agrees not to take any actions that exceed the

authority under the Power of Attorney or any

other agreement between the Agent and the

Customer.

Role of Schwab Bank. Unless required by

applicable law, Schwab Bank will not make or

review transactions or investment decisions or

offer legal or tax advice and is not in any way

responsible for reviewing, supervising or

monitoring any transactions in a Customer’s

account.

Account Statements. Unless the Customer makes

a specific request, Schwab Bank will not send

duplicate account statements to the Agent.

Agent’s Relationship to Schwab Bank. Such

Agent will not represent to Customer that Schwab

Bank and Agent are affiliated or have any

relationship other than that described in this

Power of Attorney; that Schwab Bank endorses or

recommends the Agent; that Schwab Bank

provides any advice other than that described in

this Power of Attorney; that Schwab Bank

participates in or reviews Agent’s decisions; or that

Schwab Bank manages, supervises or monitors

transactions in the Account.

Any Agent agrees to immediately notify Schwab

Bank of the Customer’s death or any termination

or revocation of the Power of Attorney and/or

modification of the Power of Attorney; Agent also

agrees to notify Schwab Bank of any incapacity,

incompetence or mental disability of the Customer

that would render the Power of Attorney void.

Compliance with Applicable Laws. Agent will

comply with all applicable state and federal laws,

rules and regulations as they may be amended

from time to time, including, without limitation,

making such disclosure as may be required by

applicable law, rule or regulation.

Information. Agent will provide promptly any

information reasonably requested by Schwab Bank

concerning the management of the Account or

compliance with this Power of Attorney. If

questions arise concerning compliance with any

law, whether federal or state, Agent will take any

action believed by Schwab Bank to be necessary to

ensure compliance with applicable law. This

provision shall not be read to imply that Schwab

Bank has any duty to supervise or monitor Agent’s

management of Customer’s accounts or

compliance with applicable law.

Agent represents and warrants that all information

Agent provides to Schwab Bank in this Power of

Attorney, or otherwise at any time, is true, accurate

and complete. If any information Agent furnishes

to Schwab Bank becomes materially inaccurate,

false, or otherwise misleading, Agent agrees to

notify Schwab Bank promptly and take such action

as is necessary to revise such information.

Verification. Agent authorizes Schwab Bank to

inquire from any source, including a consumer

reporting agency, as to Agent’s identity (as

required by federal law), creditworthiness and

ongoing eligibility for the High Yield Investor

Checking account at account opening, at any time

throughout the life of the Account, and thereafter

for debt collection or investigative purposes.

Recording and Monitoring Telephone Calls.

Schwab Bank may record or monitor telephone

calls between Agent and Schwab Bank. Schwab

Bank need not remind Agent of such recording or

monitoring before each call unless required to do

so by law.

Indemnification. Agent agrees to indemnify and

hold harmless Schwab Bank, its affiliates and their

directors, officers, employees and Agent from and

against all claims, actions, judgments, settlement

amounts, cost and liabilities, including attorneys’

fees, arising out of or relating to:

• any breach by Agent of any provision of this

Power of Attorney;

• the performance or non-performance of the

Agent’s services; and

• any dispute involving Agent and Customer.

Entire Agreement. This Power of Attorney and

the Schwab Bank High Yield Investor Checking

Account Agreement contain all of the agreements,

representations and understandings made

between Agent and Schwab Bank. All

modifications and amendments must be in writing

and signed by Schwab Bank. Schwab Bank may

amend this Power of Attorney with advance notice

to Agent.

Assignment. Schwab Bank may assign its rights

and obligations under this Power of Attorney to

any subsidiary, affiliate or successor by merger or

consolidation without notice to the Agent, or to

any other entity after 30 days’ written notice to

Agent.

Agent may not assign this Power of Attorney

without Schwab Bank’s prior written consent. This

Power of Attorney is binding upon and will inure

to the benefit of each party’s successors, heirs,

legal representative and permitted assigns.

Waivers. The failure of either party at any time to

require performance by the other party of any

provision of this Power of Attorney will not affect

in any way the right to require such performance

at any time thereafter. The waiver by either party

of a breach of any provision hereof will not be

taken or held to be a waiver of the provision itself.

Governing Law. The laws of the state of Nevada

(but not the choice of law doctrines), as applied to

Schwab Bank agreements signed and/or

performed by Schwab Bank, shall apply and bind

the Customer(s) and Agent(s) in any and all

questions arising under Sections 5 through 7 of

this Power of Attorney Authorization and

Agreement, including questions of validity,

interpretation and performance. All other

questions arising out of any other section of this

Power of Attorney Authorization and Agreement

shall be governed by California law.

Arbitration. With respect to its relationship with

Schwab Bank, Agent agrees to the arbitration

provision located in the Schwab Bank Deposit

Account Agreement.

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