Desert Hot Springs City Council
March 21, 2023

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Overdraft – A negative balance in your account resulting from Debits presented or re-presented against an insufficient Available Balance. An Overdraft does not guarantee payment of such Debits.

Overdraft Fees – Refers to Overdraft Item Paid, Overdraft Item Returned, and Continued Overdraft Fees.

Owner – Refers to the legal entity owner of the account, including any business entity, sole proprietor, partnership, limited liability company, or public agency.

PIN – Refers to your personal identification number.

Service – “Service” or “Services” shall mean one or more of the Services associated with your deposit account, as described in this Account Agreement.

We, our, us, and the Bank – Refers to MUFG Union Bank, N.A., including, without limitation, any branch, division, or other unit of MUFG Union Bank, N.A., and to Union Bank, a registered trademark and brand name of MUFG Union Bank, N.A.

You and your – The words “you” and “your” refer to an Owner of an account, or anyone the Owner authorizes to either act on your behalf or to appoint others that can act on your behalf.

ANALYZED BUSINESS CHECKING
Accounts on analysis typically have a high volume of activity or are linked to treasury management services. Account analysis is used to assess bank fees and other charges on accounts maintained by both for-profit and non-profit organizations. You may request that one or more accounts be added to account analysis. We may also review an account’s activity to determine if it should be added to account analysis. Upon review, we may determine, in our sole discretion, to add an account to analysis and will notify you accordingly. If a money market account is linked to an analyzed business checking account for your analyzed relationship, please refer to the Accounts on Analysis section in your applicable Fee Schedule for the appropriate fees.

Fees and Charges – Bank fees and other charges are reflected on your periodic Account Analysis statement. Your service charge for each settlement period is based on the activity of your account and the fees associated with that activity, as described in the applicable Fee Schedule.

We will calculate an Earnings Allowance by applying the Earnings Credit Rate to the balance available to support activity for each settlement period. The “balance available to support activity” is calculated as follows: Ledger Balance plus funds advanced; plus or minus adjustments; minus uncollected funds; minus Other Compensating Balance requirements that may
be required to offset charges for bank services. For interestearning accounts, with the exception of the Analyzed Business Interest Checking account, the interest accrued or paid for the month is deducted from the Earnings Allowance for the month.

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• Other Compensating Balances may include special pricing for loans or other services that may be agreed upon in return for maintaining a minimum average Collected Balance in
your account.

If your Monthly Service Charge for the settlement period is the same as or less than your Earnings Allowance, you will not be assessed a Monthly Service Charge. If your Monthly Service Charge for the settlement period exceeds your Earnings
Allowance, you will be charged for the amount by which your Monthly Service Charge exceeds your Earnings Allowance.

We will charge your account for the amount due within 30 days after the end of the settlement period. If you are invoiced, we will send an invoice for the amount due approximately 2 weeks after the end of the settlement period. You agree either to have your account charged by us or to pay the invoice upon receipt.

Any excess Earnings Allowance will not be paid to you and does not accumulate from settlement period to settlement period.

Multiple Accounts – More than one account may be
linked on account analysis for purposes of determining
Monthly Service Charges, and the Earnings Allowance.

Ownership of all Linked Accounts may differ. If more than one account is linked, one account will be designated as the “master account,” and the Owner of the “master account” will be responsible to the Bank for all monthly charges on all Linked Accounts. By including an account under analysis, all account Owners waive any requirement for advance notice for any changes to a charge tied to the Reference Rate.

Earnings Credit Rate – Your Earnings Credit Rate appears on each analysis statement. Your Earnings Credit Rate is determined by us, and is set each month based on market conditions, account balances, and market segment. You agree that this rate is subject to change without prior notice to you. Our current Earnings Credit Rate may be obtained by contacting us.

Earnings Allowance – The Earnings Allowance is the earnings credit minus earned interest (if applicable) for the current settlement period. It is applied only to the current settlement period’s service charges.

Reference Rate – The Reference Rate is the rate of interest periodically indicated by us. Our current Reference Rate may be obtained by contacting us. This rate is subject to change without prior notice to you. Our Reference Rate and charges tied to it may vary as often as daily.

Compensating Balances – In some instances, special pricing for loans may be agreed upon in return for maintaining a minimum Collected Balance in your account(s). The Compensating
Balances amount indicates the minimum balance agreed upon.

Termination of Analysis Service – We may terminate analysis service on an account upon prior written notice. In such a case, any remaining amounts payable may be charged to your account.

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Overdrafts – Interest charges for funds advanced due to an insufficient Available Balance during the settlement period are determined by using our Reference Rate plus a differential. See the Overdraft Services section of this Account Agreement for more information.

We may advance funds, from time to time, to cover a Debit presented or re-presented against an insufficient Available Balance. If we do so, and unless a different rate is expressly agreed to in writing, we will charge interest daily on the funds advanced at the rate published in the applicable Fee Schedule.

The daily rate is calculated using a 360-day year and computed on the daily usage of insufficient funds for the month. Interest is assessed from the date an overdraft balance is incurred, and then added to the overdraft balance along with any Overdraft Fees assessed.

ANALYZED BUSINESS INTEREST CHECKING
The Analyzed Business Interest Checking account has the same features as the Analyzed Business Checking account with the exception of the features listed in this section. The Analyzed Business Interest Checking account is an interest-bearing transaction account that allows deposit balances to first pay for fees as outlined in the Fees and Charges paragraph above. This account type is not offered to sole proprietors.

Multiple Accounts – More than one account may be
linked on account analysis for purposes of determining
Monthly Service Charges and Earnings Allowance. All accounts in an Analyzed Business Interest Checking relationship must be Analyzed Business Interest Checking. If any other account type is included in the account analysis relationship, interest will not accrue and will not be paid on the Analyzed Business Interest Checking account balances.

Interest:
• The interest rate for the account is variable and is set at our discretion. The interest rate may change as often as daily without notice to you. We reserve the right to change the balance ranges or to apply the same interest rate to more than one balance range.
• Interest is accrued and paid monthly using a 365-day year (366 days each leap year). We will pay interest based on the calculated Excess Earnings Balance. The Excess Earnings Balance is the balance equivalent of Earnings Allowance minus fees, or zero, whichever is greater. The interest paid on the Excess Earnings Balance may differ from the Earnings Credit Rate applied to your balances to calculate the Earnings Allowance. For accounts owned by Public Agencies, interest is calculated as stipulated by state laws. State statutes may require interest to be calculated on a 360-day year. Please refer to the laws in your state for more information.
• Interest is accrued for the entire analysis relationship. Interest is paid only to the account designated as the “billing account.” • Interest is paid monthly, generally before the 22nd of the

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month following the checking account statement month, and is calculated based upon the number of days in the month in which interest is paid.
• If your relationship is closed before interest is calculated, your account will not be paid any interest for the cycle.

INTEREST ON LAWYERS TRUST ACCOUNT (IOLTA)
An IOLTA is available to attorneys and law firms required to establish such accounts under state law. It is an interest-earning trust account for the purpose of receiving and disbursing client funds that are nominal in amount or on deposit for a short time. The interest earned, less permitted charges, is paid to the agency stipulated by state law.

Additional Fees:
• Fees or charges will be deducted from the IOLTA as permitted by applicable state law. If such charges are not permitted to be deducted from the IOLTA, we may deduct them from
another operating account maintained with us by the Owner of the IOLTA.

Interest:
• The interest rate on the IOLTA is set according to state law and guidelines published by the applicable state agency or association. In the absence of such law or guidelines, the interest rate is set at our discretion and may change as often as daily.
• Interest is calculated on the Collected Balance and
compounded daily, using a 365-day year (366 days each
leap year), and paid monthly.
• Interest begins to accrue no later than the Business Day we receive credit for the deposit of cash and non-cash Items, such as checks. No interest accrues unless the principal balance in the account is sufficient to earn at least 1/10 of one cent per day at the daily periodic rate then in effect.

Other:
• An IOLTA cannot be linked to other accounts owned by your law firm for purposes of analysis.

SAVINGS AND MONEY MARKET ACCOUNTS –

GENERAL INFORMATION
Interest:
• The interest rate and corresponding APY for business savings and business money market accounts are variable and are set at our discretion. Except for time deposits (which usually earn the same interest rate through maturity), the interest rate and Annual Percentage Yield on deposit can change as often as daily, at our sole discretion, without prior notice to you.

Interest rates and APYs for different balance ranges are listed on the interest rate sheet, which is provided separately as part of this Account Agreement. We reserve the right to change

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balance ranges or to apply the same interest rate to more than one balance range.
• On tiered-rate accounts, the interest rate for the account is determined by its range of balance amounts for each interest rate tier. The entire balance is subject to the interest rate tier based on the Collected Balance at the end of each day.

We reserve the right to change balance ranges within each interest rate tier and to apply the same interest rate tier to more than one balance range. Please see your Interest Rate Sheet for additional information.
• We use the daily balance method to calculate the interest.

We apply a daily periodic rate to the Collected Balance in the account each day.
• Interest on cash deposits, electronic payments, and checks drawn on Union Bank begins to accrue on the Business Day we receive the deposit.
• Interest compounds (is paid on both principal and accrued interest) daily on savings accounts and monthly on interestbearing checking accounts and money market accounts. • No interest accrues unless the Collected Balance in the account is sufficient to earn at least 1⁄ 10 of one cent per day at the daily periodic rate in effect.
• Interest is credited to interest-bearing checking and money market accounts monthly on the last day of the cycle period.

Interest will be paid to savings accounts quarterly on the last Business Day of each quarter. If an account is closed during a month, accrued interest will be paid up to (but not including) the closing date. If an account is converted to a non-interest earning account, accrued but not yet paid interest will be forfeited. For accounts with special statements (e.g., weekly, dated, or flexible), interest will be paid on the last Business Day of the month.

Interest on Accounts Owned by Public Agencies – Interest on business savings and business money market accounts owned by public agencies is calculated and paid as described above, except as follows:
• Interest is calculated as stipulated by state laws governing public funds accounts. State statutes may require interest to be calculated on a 360-day year. Please refer to the laws in your state for more information.
• Interest on a business money market account is compounded monthly. Three balance ranges are established, and a
different interest rate may apply to each. One interest rate applies to the balances below $2,500. If the account has a balance of $2,500 to $100,000, then the entire balance (including the first $2,500) earns interest at the rate set for the balance range of $2,500 to $100,000. A different interest rate may be established for balances greater than $100,000, and will be applied only to amounts in excess of $100,000.

This means that only that portion of the account balance in excess of $100,000 will earn interest at the rate established for the highest balance range. We reserve the right to change balance ranges or to apply the same interest rate to more than one balance range.

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Advance Notice of Withdrawals/Transfers – We reserve the right to require 7 days’ advance written notice before you withdraw funds from your savings and money market deposit account.

Transaction Limitations for Savings and Money Market
Accounts – We may impose limitations on transactions
involving certain savings and money market accounts held with the Bank. These limitations do not apply to accounts (i) established at a Union Bank branch or with The Private Bank or (ii) characterized by us as Small Business accounts.1
For more
information on applicable account transaction limitations, please contact your Relationship Manager.

Such accounts may be limited to no more than 6 transfers and/or withdrawals (subject to Available Balance):
• Per calendar month for savings accounts
• Per monthly statement period for money market accounts • Per calendar month for money market accounts if statements were requested to be on a specific day each month
By:

Limited Transactions (subject to Available Balance):

Savings Money Market
Business Deposit Overdraft Protection Transfers ● ●
Checks N/A ●
Debit Card (or ATM card) purchases or payments ● ●
Preauthorized or automatic transfers to another
payee or institution (includes ACH, wires)
or to a Union Bank account
● ●
Online banking bill payments N/A ●
Mobile banking bill payments N/A ●
Online banking transfers ● ●
Mobile banking transfers ● ●
Telephone transfers ● ●
1 Notwithstanding the foregoing, depending on the Combined Balance of your account(s), we may, in our sole discretion, elect to transfer your account(s) established at or managed by a Union Bank branch or Private Bank office to another commercial banking division of the Bank. In this case,
transaction limitations may apply to your account(s) upon notice to you.

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Unlimited Transactions (subject to Available Balance):

Savings Money Market
ATM transactions ● ●
In-person transactions (includes
Express Banking kiosks) ● ●
Automatic transfers to make a
Union Bank loan payment ● ●
Deposits of any kind ● ●
If you exceed these limitations, we may refuse to honor the excessive transactions, remove your transfer privileges, close your account without prior notice, or convert it to another type of account without prior notice. If we convert your account to a non-interest earning account, accrued but not yet paid interest will be forfeited. If your account is closed or converted as a result of excessive transactions, you will not be able to open another savings and/or money market account with us for 12 months from the time the account is closed or converted. If you use Online Banking Bill Pay, we recommend you do not use a money market account as your bill payment account because of these limits on transfers.

Please note: We count a transaction as of the date we post it to your account (not the date you initiate the transaction or write the check). Therefore, a transaction initiated by you during one statement period may not be counted against the 6-transaction limit until a later statement period.

INFORMATION RELATING TO CHECKING, SAVINGS,

AND MONEY MARKET ACCOUNTS
Account Statements
We will make account statements available to you as required by law or upon request. In any case, you will get a statement at least quarterly, unless your account is inactive or in default.

Statement Options:
• Online Statement – Your statement is available electronically and can be accessed through the Bank’s Online Banking
service at unionbank.com. Each statement lists your deposit and withdrawal activity and allows you to view the front and back of checks and deposit tickets posted to your account during the statement period.
• Paper Statement – We will mail you a statement that lists your deposit and withdrawal activity. With a paper statement, you may request the check image service for a fee. This includes an image of the front of each check, or the front and back of each check, posted to your account during the statement period. Check image is not available for money market
accounts or Foreign Currency Demand Accounts.

Combined Statements – You may request, and we may require, combined statements if you have more than one eligible account with us. You may designate up to 20 checking, savings, and

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money market accounts to appear on one comprehensive
monthly statement with your designated primary checking account. All accounts combined for one statement will have the same monthly cutoff date. You may choose the online statement or paper statement option for your primary checking account.

All other accounts combined for the statement will be assigned the paper statement unless the preference is to receive online statements. If you opt to receive online statements, the primary checking account and each of the sub-accounts that are linked to the primary account must be signed up for online statements.

The combined statement will be delivered to the address of your primary checking account.

When periodic statements are combined, you agree that
copies of these statements, which include information such as account numbers and balances, may be provided to any Owner, Contracting Officer, Authorized Signer, or other person authorized by any of them.

Special Statement Services:

The following special statement services are available. • Snapshot Statement – Lists all activity for your account since the beginning of the statement period; ordered through
Telephone Banking or at a branch
• Month-end cycle statement
• Flexible statement rendering on your custom calendar
(up to 5 statements per month)
• Overnight or express courier
Reviewing Statements – You are responsible for monitoring and reviewing the activity on your account. You agree to inspect your statements as soon as you receive them and to promptly report any irregularities to us. We recommend that you have at least 2 individuals inspect your statements. You should not permit the same person who issues checks to
review paid checks and reconcile your bank statements. Failure to separate these functions may allow a wrongdoer to avoid detection.
• Time Limit for Claims – If you think there is an error or an unauthorized transaction shown on your statement, you must notify us immediately and in no case later than 30 days after we mail, deliver, or otherwise make the statement available to you. If you do not, we may refuse to reimburse you for future unauthorized transactions by the same wrongdoer(s).

In addition, if you do not report an error or unauthorized transaction within 6 months after we mail, deliver, or
otherwise make the statement available to you, the account balance indicated on your statement will be considered
correct. We are not responsible for any liability you may incur as a result of your failure to timely notify us of errors and you lose any and all rights you may have to assert the errors or unauthorized transaction against us.
• Claim of Loss – If you claim a credit or refund because of a forgery, alteration, missing endorsement, or any other unauthorized withdrawal, you agree to cooperate with us in

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the investigation of the loss, including giving us an affidavit containing any reasonable information we require concerning your account, the transaction(s), and the circumstances surrounding the loss. You also agree to file a police report if we request you to do so.

You agree that we have a reasonable period of time to
investigate the facts and circumstances surrounding any claimed loss, and we have no obligation to provisionally credit your account. Our maximum liability is the lesser of your actual damages proved or the amount of the forgery, alteration, or other unauthorized withdrawal reduced by an amount that could have been avoided by 1) your use of ordinary care; 2) your compliance with the requirements of this Account Agreement; and 3) any proceeds from any insurance carrier or other third party that you receive or are entitled to receive.

You will pursue all rights you may have under any insurance coverage you maintain before making a claim against us
and provide us with all reasonable information about your coverage, including your insurance carrier, policy number, policy limits, and applicable deductibles. If we repay you for the loss before you receive compensation, you agree to assign us your rights under your insurance policy.

As indicated in the section of this Account Agreement entitled “Fraud Detection, Deterrence, and Safeguarding Your Account” (the “Fraud Detection Section”), you agree that if you fail to implement the available products or services (set forth in that Section or as otherwise may be recommended or required by us, including but not limited to Positive Pay Services) or fail to follow precautions reasonable for your particular circumstance, you may be unreasonably exposing your Account and the Bank to risk of fraud and related losses. As a result, you acknowledge that to the maximum extent permitted by law, you may be liable for any such losses as a result of being precluded from asserting any claims against us for paying any unauthorized, altered, counterfeit, or other fraudulent Item that the products or services listed in the Fraud Detection Section (or others as may be recommended or required by us) were designed to
deter or detect, and you will hold harmless and release the Bank from any liability for paying such Items. For more information, please refer to the Fraud Detection Section and, if applicable, the section of the Transaction Banking Services Disclosure and Agreement entitled “Positive Pay.” The costs associated with Positive Pay and other fraud prevention products and services are set forth in the applicable Fee Schedule.

If you have experienced an unauthorized, missing, or improper signature; an alteration; or any other evidence of possible fraudulent activity on your account, we may at our sole option require you to:
• Subscribe to Basic Positive Pay or Positive Pay and/or any other fraud prevention products reasonable for your circumstances; and/or
• Close the account

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After experiencing fraud on your account, if you and the Bank agree to keep the account open (in lieu of closing the affected account and opening a new one as a way to prevent continuing instances of fraud and potential loss), you agree to hold harmless and release the Bank from all liability for later fraudulent Items paid on the account as a condition to maintaining the opened account. For more information, please refer to the section entitled Fraud Detection, Deterrence, and Safeguarding your Account herein.

Our brochure, Safeguards Against Internal Fraud and
Embezzlement, discusses many procedures proven effective in preventing fraud. Ask us for a copy. You should consult your own auditors and accountants to determine the internal controls best suited for your business.

Available Balance Determination and Use
The Available Balance in your deposit account is the amount we can use to pay Debits presented or re-presented for payment.

Some or all of the funds in your deposit account may not be immediately available for withdrawal or use because of a delay in availability pursuant to our Funds Availability Policy or a hold as allowed under law or this Account Agreement.

Specifically, we calculate your Available Balance as follows:

Each Business Day, we start with the ending balance in your deposit account from the previous Business Day, which is a result of our overnight processing of all transactions that were presented for debit or credit to your deposit account. This ending balance is also referred to as your “Ledger Balance.” We start with the Ledger Balance and then we:
• Add all incoming credits.
• Subtract any amounts you cannot immediately withdraw or use due to a hold we placed including holds due to our Funds Availability Policy.
• Subtract funds held in connection with an adverse claim, a dispute, a levy, or other legal process; or funds held because of a security agreement.
• Subtract funds held in connection with transactions identified in a notice of presentment or return.
• Subtract your pending Debit transactions that are known to us, such as debit card purchases, ATM withdrawals, or other preauthorized withdrawals and applicable fees.

Debit or credit transactions presented during the day are “pending” until we “post” them through our nightly batch process each Business Day. Transactions presented on a non-Business Day will be pending until we post them on the next Business Day.

Please note: Your Available Balance will not reflect the following:
• Credits for outstanding ATM deposits that were made after the applicable cutoff hour.

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• Debits that are received after the applicable cutoff hour, such as outstanding checks you have written and preauthorized one-time or recurring automatic debits.

How ATM and Debit Card Transactions Affect Your
Available Balance
Transaction Authorizations – If we authorize an ATM or debit card transaction, we will reduce your Available Balance by the amount we authorized (“Transaction Authorization”) until we receive the merchant’s request for final payment or the Transaction Authorization expires. Once authorization is given to the merchant, we are obligated to pay the merchant upon the merchant’s request for final payment.

Final Payments – Merchants will generally request final payment within 2 Business Days after we receive the request for authorization, but may take up to 30 Business Days. When we receive the merchant’s request for final payment, we will then post the Debit to your deposit account during our nightly batch process. This means there is a delay between the time we provide the Transaction Authorization to the merchant and when the merchant requests final payment from us. Therefore, Transaction Authorization and final payment of debit card transactions do not occur simultaneously.

Transaction Authorization Period – For the purposes of this Agreement, “Transaction Authorization Period” means the period of time between when we provide Transaction Authorization to the merchant and when we either pay the merchant’s request for final payment or the Transaction Authorization expires.

Transaction Authorization Expiration – If the merchant
takes more than 7 Business Days to request final payment, in most cases the Transaction Authorization will expire on the 8th Business Day and the Available Balance will no longer be reduced by the Transaction Authorization amount. If
the merchant submits a request for final payment after the Transaction Authorization expires, Overdraft Fees may apply.

Please see “How Transaction Authorizations for ATM and Debit Card Transactions May Lead to Overdraft Fees.”
Also, it may be possible that the amount presented to us for final payment is lower or higher than the Transaction Authorization amount. For example, if the Transaction Authorization for a debit card transaction was prior to any tip you added; or a merchant such as a gas station, hotel, or car rental agency estimated the Transaction Authorization amount of the purchase.

How Transaction Authorizations for ATM and Debit
Card Transactions May Lead to Overdraft Fees
It is your responsibility to have a sufficient Available Balance in your deposit account for ATM transactions, debit card transactions, and other Debits (e.g., check, ACH, etc.) that may post to your deposit account during the Transaction

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Authorization Period. If you do not have a sufficient Available Balance to cover those other Debits, then you may be subject to one or more Overdraft Fees.

ATM and debit card transactions also may be subject to
Overdraft Fees if for example:
• the final payment amount exceeds the Transaction Authorization amount and you do not have a sufficient Available Balance in your deposit account for the final payment amount (e.g., you added a tip to the bill after the merchant received an authorization from us);
• we did not receive an authorization request from the merchant and you do not have a sufficient Available Balance in your deposit account for the final payment; or
• the transaction was presented by the merchant for final payment after the Transaction Authorization expires and you do not have a sufficient Available Balance in your deposit account.

Please see the discussion on “Overdrafts” below for
further information.

Changing Account Types
How this affects your account number – If you make a
request to change your account type, you may be able to do so without changing your account number or ordering new checks. Any applicable service charge will be based on the new type of account.

When the change will take effect – When you request to
convert your account to a different product, the conversion to the new product will take effect the Business Day of the product conversion. Conversions on Saturday will be effective the next Business Day. For Analyzed products converting to a Non-Analyzed product, the product conversion may take up to five business days.

How this may affect interest on your account:
• When you change to an account that does not earn interest – You will forfeit the interest accrued but not yet paid on your account since the end of your last monthly statement period. • When you change to an account that earns interest – You will begin earning interest no later than the Business Day following the day of the change. If you change from an
account that earns interest to another type of account that also earns interest, the new interest rate becomes effective that day. All interest earned until the day of the change will remain in your account, and your account will begin earning interest based on the new type of account.

Check Orders and Bank-by-Mail Kits
You may order personalized checks, Bank-by-Mail kits, and deposit slips by contacting us or ordering online. Applicable fees will automatically be deducted from your account. You must verify the accuracy of all information shown on your

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checks. If you find an error, do not use the checks and notify us immediately of the error.

Overdraft
How Overdrafts Occur
When a Debit is presented or re-presented against an
insufficient Available Balance we will look to any linked Overdraft Protection Services you established for your account.

If you do not have sufficient available balances in your linked Overdraft Protection Service(s) to pay the Debit, then your deposit account will be overdrawn.

You can check your account activity through Online Banking or Mobile Banking or contact us. We also offer the ability for you to enroll in Alerts through Online Banking or Mobile Banking in order to get account balance information through email and text alerts and/or push notifications.

Overdraft Services
We offer two categories of overdraft services. One category is Overdraft Protection Services and the other category is Overdraft Coverage Services.

Overdraft Protection Services
Our Overdraft Protection Services involve either an Available Balance that you maintain in another eligible business deposit account held with the Bank, or available credit on an eligible line of credit (subject to credit approval). Overdraft Protection Services may be less costly than paying Overdraft Fees.

Please Note: Overdraft Protection Services will not be used in circumstances that involve an account having an insufficient Available Balance to pay a Debit due to a hold we placed on your funds pursuant to this Account Agreement (e.g., a hold placed by us pursuant to our Funds Availability Policy or in connection with an adverse claim, a dispute, a levy, or other legal process). For example, if your business checking account has an insufficient Available Balance to pay a Debit presented or re-presented for payment because the funds are subject to a hold we placed, then we will not use available funds from another deposit account, such as your savings account, or available credit from a line of credit, such as your Business Cash Reserve Account, to pay the Debit.

Business Deposit Overdraft Protection
What is Business Deposit Overdraft Protection – With this service, you authorize the Bank to make automatic transfers from your eligible checking, money market, or savings account (“Business Deposit Overdraft Protection Account”) to your business checking account to cover Debits (including transfers between checking, money market, and savings accounts)
authorized, presented, or re-presented for payment against an insufficient Available Balance. This service allows you to

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designate only one eligible deposit account as the Business Deposit Overdraft Protection Account. Please see the heading, “Transaction Limitations for Savings and Money Market
Accounts” of this Account Agreement for further information.

How does Business Deposit Overdraft Protection work –
Each Business Day one or more Debits are presented or
re-presented for payment against an insufficient Available Balance in your business checking account, we will transfer the exact amount from your Business Deposit Overdraft Protection Account needed to cover each Debit plus the amount of our Business Deposit Overdraft Protection Transfer Fee (“Transfer Fee”) and place it in your checking account. However, we will only make a transfer from your Business Deposit Overdraft Protection Account if your Available Balance in the Business Deposit Overdraft Protection Account will be enough to cover at least one entire Debit presented or re-presented against the insufficient Available Balance in your checking account and the Transfer Fee. We will make transfers only once each Business Day. Also, the Available Balance in your Business Deposit Overdraft Protection Account may be reduced to
as low as a $1, unless you specify a different minimum dollar amount that must remain in your Business Deposit Overdraft Protection Account as the Available Balance in connection with Business Deposit Overdraft Protection.

We will deduct the Transfer Fee when we post the Debits to your checking account. We only charge the Transfer Fee once per Business Day, as applicable. Please see the applicable Fee Schedule for further information.

At our discretion, we will either pay or return Debits that cannot be covered by the combination of the Available Balance in both your checking account and Business Deposit Overdraft Protection Account. Either action will cause you to incur Overdraft Fees and may cause your checking account to remain overdrawn (see the applicable Fee Schedule).

If your checking account remains overdrawn and your Business Deposit Overdraft Protection Account later contains a sufficient Available Balance to cover part or all of the overdrawn amount, we will then transfer funds from your Business Deposit Overdraft Protection Account to cover or reduce the overdrawn amount. In this instance, we will not charge our Transfer Fee.

What happens when you have multiple overdraft services – Please see below, under the heading, “Processing Order for Multiple Overdraft Services,” for further information on how transfers or advances are processed when you have multiple overdraft services.

Business Cash Reserve Account
Business Cash Reserve Account is no longer offered by
Union Bank. Any references to or information about Business Cash Reserve are for existing Business Cash Reserve Account clients only.

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What is Business Cash Reserve Account – This service
involves a revolving line of credit. Specifically for clients who have an existing Business Cash Reserve Account, we
will make automatic advances from your Business Cash
Reserve Account to cover Debits (including transfers between checking, money market, and savings accounts) authorized, presented, or re-presented for payment against an insufficient Available Balance in your checking account. You agree and acknowledge that any advances made by us in connection
with Business Cash Reserve Account are subject to your
available Business Cash Reserve Account limit. Further, you agree and acknowledge that all advances from your
Business Cash Reserve Account are subject to the terms and conditions of our Business Cash Reserve Account Disclosure and Agreement, including, but not limited to, the terms and conditions covered in the Business Cash Reserve Account Disclosure and Agreement.

How does Business Cash Reserve Account work – Each
Business Day one or more Debits are presented or represented for payment against an insufficient Available Balance in your checking account, we will advance the total amount for each Debit, rounded to the nearest whole dollar, from your Business Cash Reserve Account. We will charge a Cash Reserve Advance Fee to your Business Cash Reserve
Account, which will be listed on your Business Cash Reserve Account statement as a “Cash Reserve Advance Fee” when
we make automatic advances from your Business Cash
Reserve Account pursuant to the Business Cash Reserve
Account Disclosure and Agreement. We will make advances only once each Business Day.

However, we will only make an automatic advance from your Business Cash Reserve Account if your Business Cash Reserve Account available credit will be enough to cover at least one entire Debit presented or re-presented against the insufficient Available Balance in your checking account and the Cash Reserve Advance Fee. The Advance Fee does not apply to advances of less than $10 or to Cash Reserve Accounts originated in the state of Washington.

Also, Debits that cannot be covered by the combination of the Available Balance in your checking account and the Business Cash Reserve Account available credit may be returned unpaid.

Our decision to pay or return the Debit will cause you to incur Overdraft Fees and may cause your checking account to
remain overdrawn (see the applicable Fee Schedule).

If your checking account remains overdrawn and any funds become available in the Business Cash Reserve Account
on a later date, we will advance funds from your Business Cash Reserve Account to cover or reduce the overdrawn
amount. In this instance, we will not charge our Cash Reserve Advance Fee.

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What happens when you have multiple overdraft services – If you are enrolled in a Business Cash Reserve Account, then your checking account will not be eligible for Overdraft Coverage or Business Line Overdraft Protection.

Accounts enrolled in Business Deposit Overdraft Protection that have Business Cash Reserve Account covering the
same checking account – In the event a checking account is enrolled in both Business Deposit Overdraft Protection and Business Cash Reserve Account and you do not have a sufficient Available Balance in Business Deposit Overdraft Protection to cover an entire Debit, the Available Balance from the Business Deposit Overdraft Protection Account will be used first, and then the remaining amount needed to cover the Debit will be advanced from the Business Cash Reserve Account. In these instances, a Business Deposit Overdraft Protection Transfer Fee will be charged to the checking account and a Cash Reserve Advance Fee will be charged to your Business Cash Reserve Account.

Please see below, under the heading, “Processing Order for Multiple Overdraft Services,” for further information on how transfers or advances are processed when you have multiple overdraft services.

Business Line Overdraft Protection
What is Business Line Overdraft Protection – With this
service, you authorize the Bank to use your business line of credit to make automatic advances to cover Debits presented or re-presented for payment against an insufficient Available Balance in one or more designated eligible checking
accounts. This service will not be used to authorize payment of transactions on the designated accounts during the day, such as ATM and debit card transactions. Advances can be made up to your available business line of credit limit or the Line Overdraft Protection Service daily limit, whichever is less.

You agree and acknowledge that all advances from
your business line of credit are subject to the terms and conditions that govern your loan. Line terms are determined in accordance with your loan documents.1
How does Business Line Overdraft Protection Work –
Each Business Day one or more Debits are presented or
re-presented for payment against an insufficient Available Balance in your designated eligible checking account(s), we will advance the exact amount needed to pay each Debit from the business line of credit plus a daily advance fee. We will make overdraft advances once each Business Day.

However, we will only make an automatic advance from
your business line of credit if your available business line 1 Subject to credit approval. Certain fees apply. Terms and conditions subject to change. Refer to your loan documents for full details.

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of credit will be enough to cover at least one entire Debit presented or re-presented against the insufficient Available Balance in your checking account.

Also, Debits that cannot be covered by the combination of the Available Balance in your checking account and the available business line of credit will be returned unpaid. Our decision to pay or return the Debit will cause you to incur Overdraft Fees and may cause your checking account to remain overdrawn (see the applicable Fee Schedule).

If your checking account remains overdrawn and your
Business Line Overdraft Protection Account later contains a sufficient Available Balance to cover part or all of the overdrawn amount, we will then transfer funds from your Business Line Overdraft Protection Account to cover or
reduce the overdrawn amount. In this instance, we will not charge an advance fee.

Further service terms are contained in the Line Overdraft Protection Service Agreement and Disclosure.
2 What happens when you have multiple overdraft
services – If you are enrolled in Business Line Overdraft Protection, then your checking account will not be eligible for Overdraft Coverage, Business Deposit Overdraft Protection, or Business Cash Reserve Account.

Overdraft Coverage
Our Overdraft Coverage Service serves as an accommodation, and is based on our sole discretion. Whether we authorize or pay a Debit presented or re-presented against an insufficient Available Balance in your checking or money market account depends upon several factors, including your account-related behavior. For example, we typically do not authorize or pay such Debits if your checking or money market account is not in good standing or you are not making regular deposits.

We may not authorize or pay Debits presented or re-presented against an insufficient Available Balance in a new account for approximately 30 calendar days after the date of
account opening.

Enrollment in Overdraft Coverage is not guaranteed. Further, you agree and acknowledge that we reserve the right not to pay a Debit presented or re-presented against an insufficient Available Balance if your checking or money market account is not in good standing. Authorization or payment of a Debit presented or re-presented against an insufficient Available Balance is always at our sole discretion. The dollar amount we may authorize or pay under Overdraft Coverage is subject to change daily without prior notice to you.
2 Subject to credit approval. Certain fees apply. Terms and conditions subject to change. Refer to the Line Overdraft Protection Service Agreement and Disclosure for full details.

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What is Overdraft Coverage – With this service, we may, at our sole discretion, pay checks, bill payments, ACH Debits, ATM or debit card transactions, and other Debits when
they are presented or re-presented to us for payment or authorization and you do not have a sufficient Available Balance to cover the Debit.

How does Overdraft Coverage work – Each time a Debit is presented or re-presented to us for payment or authorization and you do not have a sufficient Available Balance at the time, we will look to see if you have enrolled in Business Deposit Overdraft Protection. Specifically, if you do not have Business Deposit Overdraft Protection or the Business Deposit Overdraft Protection Account is otherwise not available for use, then we will look to your Overdraft Coverage to decide whether we will pay the Debit presented or re-presented for payment or authorization against the insufficient Available Balance in your checking or money market account. If you are enrolled in and are still eligible for Overdraft Coverage, we may decide to pay the Debit. This will cause you to incur Overdraft Fees and will cause your checking or money market account to be overdrawn (see the applicable Fee Schedule).

Your checking or money market account is automatically
enrolled into Overdraft Coverage approximately 30 calendar days after account opening. However, enrollment does not guarantee we will use Overdraft Coverage.

You may cancel Overdraft Coverage at any time by contacting us. If you cancel Overdraft Coverage and you do not have a sufficient Available Balance in your checking or money market account to cover a Debit, we will return the Debit and charge you an Overdraft Fee (see the applicable Fee Schedule). You may incur additional fees from the merchant or payee.

What deposit accounts are not eligible for Overdraft
Coverage – Checking accounts enrolled in Business Cash
Reserve Account or Business Line Overdraft Protection are not eligible for Overdraft Coverage.

Please see below, under the heading, “Processing Order for Multiple Overdraft Services,” for further information on how transfers or advances are processed when you have multiple overdraft services.

Processing Order for Multiple Overdraft Services
Depending upon the Overdraft Protection Services and/or Overdraft Coverage Service linked to your deposit account, Debits presented or re-presented for payment or authorization when your deposit account has an insufficient Available Balance will be covered first by Business Deposit Overdraft Protection and then Business Cash Reserve Account or
Overdraft Coverage as applicable.

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Postdated Checks
Postdated checks are checks you issue that are dated in the future, but are presented for payment prior to the date on the check. If a postdated check is presented for payment, we may pay the check and debit your account, even if before the date on the check.

What is required to prevent a postdated check from
processing – To stop payment on a postdated check, you must provide us with the following: the exact amount (dollars and cents), account number, check number, date of the check, and name of the payee. And you must provide this information in a time and manner that allows us a reasonable opportunity to act on it (e.g., in writing at a branch or through the Telephone Banking Service). You are responsible for instructing us to cancel the stop payment when you are ready to have the check paid.

How we honor a written notice – If a check is presented to us prior to the date indicated on the stop payment
(up to 6 months from the date of the stop payment or date of the check, whichever is earlier), we will not pay the check and may return it marked “payment stopped,” “postdated,” or otherwise. After 6 months, a stop payment is no longer effective and must be renewed.

What happens when you don’t provide accurate and timely information – We may pay the check before the date stated on the check.

About fees – We may charge a Postdated Fee for each notice.

If we pay a postdated check over a valid and timely stop payment – If we recredit your account, you agree to assign to us all rights against the payee, and/or any other holder of your check, and you agree to cooperate with us in any legal action that we may take against such persons.

Stale-Dated (Old) Checks
If a check is presented to us for payment more than 6 months after it is written/dated (a “stale-dated check”), we may pay or reject the check at our sole discretion, even if the presentment occurs after the expiration of a stop payment order. We normally do not examine the date on checks presented for payment. You agree that we are not required to identify staledated checks or to seek your permission to pay them.

Cashier’s checks must be cashed or deposited within 3 years of the date printed on the cashier’s check. The Bank may not accept a cashier’s check for deposit if the date on the cashier’s check is older than 3 years.

Stop Payments
Contact us or visit us online in order to initiate a stop payment request for a check. You agree to pay us a fee for each stop payment order you place. This section does not apply to cancellation of electronic transactions. Refer to the Electronic

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Transaction Cancellations section of this Account Agreement for information on cancelling electronic transactions.

We will send you a confirmation notice of your stop payment request. You must notify us immediately if it contains any errors; otherwise our records will be considered conclusive proof of the accuracy of the stop payment order.

Paper Checks – You may ask us to stop payment on a check.

When you request a stop payment, you must provide us with the following: a) your account number; b) the check number; and c) the exact dollar amount of the check. We may also request the payee name or check date. We will not be liable for paying a check or transaction over a stop payment order if the order is incomplete or incorrect. If the bank needs additional time to research incorrect or incomplete stop payment orders, this may delay return of the item and may cause an Overdraft. We must receive a stop payment order from you early enough to allow us reasonable time to act on it before your check is presented. A stop payment order becomes effective after we have verified that the check has not been paid and have processed your request. If you request a stop payment on a check that has been previously paid, the stop payment order is void. We will research whether a check has been paid up to 90 days prior to your request. We are not responsible for any liability you may incur as a result of placing a stop payment order on a check regardless of when it was negotiated or paid.

Stop payments expire 6 months after the date we process the order. If you wish to reactivate an expired or released stop payment order, you must place a new order. If your account is on automated account analysis, the stop payment will automatically renew at 6-month intervals until you request its release. If a stop payment order expires or is canceled by you, we may pay the check if it is presented for payment, even though it may be stale-dated by that time.

We may process stop payment orders that cover a range of checks that are missing or stolen without you specifying the dollar amount. In this case, we may require you to close your account and open a new one.

You should be aware that anyone holding your check, including us, may be entitled to enforce payment against you despite the stop payment order.

If we pay your check over a valid stop payment order, we will credit your account for the amount of loss you prove has occurred or the face amount of the check, whichever is less.

However, we must have a reasonable period of time to research the circumstances concerning any such check before crediting your account. Until such research is complete, we have no obligation to “provisionally” credit your account. You agree to assign to us all rights against the payee, and/or any other holder of your check, and agree to cooperate with us in any legal action that we may take against such persons.

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Cashier’s Checks – You do not automatically have the right to stop payment on cashier’s checks you purchase from us. In the event that a cashier’s check is lost, stolen, or destroyed, please contact us for the procedures to follow to obtain reimbursement or have the cashier’s check reissued. In general, you will have to complete a Declaration of Loss of Cashier’s Check form, describing the cashier’s check and how it came to be lost, stolen, or destroyed, and sign the declaration under penalty of perjury. We must then wait 90 days from the date the cashier’s check was issued before we can pay your claim. If 90 days have already passed, then we will act on your claim within a reasonable time. If the cashier’s check is presented during the 90-day waiting period, we may pay the cashier’s check to a person entitled to enforce it. If this happens, we will not pay your claim.

Sub-Accounts
Why sub-accounts are created – For regulatory reporting and reserve purposes, we divide checking accounts into
2 sub-accounts: a checking sub-account and a savings
sub-account. At the beginning of the month, we allocate funds between the 2 sub-accounts as we deem appropriate. Items are paid from the transaction sub-account. Funds are transferred from the savings sub-account to the transaction sub-account as needed to cover checks and other debit transactions. For certain accounts, on the 6th transfer from the savings subaccount during a statement period, all of the funds from the savings sub-account will be transferred to the transaction sub-account. Refer to the Savings and Money Market Accounts – General Information section, Transaction Limitation for Savings and Money Market Accounts section, of this Account Agreement.

Your access to your checking account occurs at the master account level, and your periodic statements will reflect transactions at the master account level, without reference to either sub-account. The master account and the sub-accounts are maintained on our books, but you do not have direct access to the sub-accounts. Except as provided in this paragraph, the provisions of this Account Agreement apply to your checking account as a whole.

If you have an interest-bearing checking account, the interest rate for your account applies to the Combined Balance of the sub-accounts, and a single interest rate will appear on periodic statements. We will use the Combined Balance of the subaccounts to determine if your checking account qualifies for applicable fee waivers.

Substitute Checks
What is a substitute check – A substitute check, which is the legal equivalent of the original check from which it was created, may be accepted for deposit only if the Item has been returned unpaid and is being redeposited. Unless we agree otherwise in writing, our acceptance of substitute checks shall

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not obligate us to accept such Item at a later time, and we may cease doing so without prior notice. If we approve the deposit of substitute checks, you agree to indemnify, defend, and hold us harmless from all losses, costs, and expenses (including attorneys’ fees), claims, actions, and proceedings that we incur as a result of such checks, including, without limitation, any indemnity or warranty claim that is made against us because: a) the check fails to meet the requirements for legal equivalence; b) a claimant makes a duplicate payment based on the original check, the substitute check, or a paper or electronic copy of either; or c) a loss is incurred due to the receipt of the substitute check rather than the original check. Upon our request, you agree to promptly provide us with the original check or a copy that accurately reflects all of the information on the front and back of the original check when it was truncated (that is, converted from physical to electronic form). We may convert original checks to substitute checks.

The information below describes rights you have when you receive substitute checks from us. These rights do not apply to original checks or to electronic debits to your account; however, you have rights under other laws with respect to those transactions. Some or all of the checks that you receive back from us may be substitute checks. This notice describes rights you have when you receive substitute checks from us.

Substitute checks and your rights – To make check processing faster, federal law permits banks to replace original checks with “substitute checks” (as defined in the Check Clearing for the 21st Century Act). These checks are similar in size to original paper checks, with a slightly reduced image of the front and back of the original check. The front of a substitute check states: “This is a legal copy of your check. You can use it the same way you would use the original check.” You may use a substitute check as proof of payment, just like the original check.

In certain cases, federal law provides a special procedure that allows you to request a refund for losses you suffer if a substitute check is posted to your account (for example, if you think that the bank withdrew the wrong amount from
your account or that the bank withdrew money from your
account more than once for the same check). The losses you may attempt to recover under this procedure may include the amount that was withdrawn from your account and fees that were charged as a result of the withdrawal (for example, returned check fees).

The amount of your refund under this procedure is limited to the amount of your loss or the amount of the substitute check, whichever is less. You also are entitled to interest on the amount of your refund if your account is an interest-bearing account. If your loss exceeds the amount of the substitute check, you may be able to recover additional amounts under other law.

If you use this procedure, you may receive up to $2,500 of

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your refund (plus interest if your account earns interest) within 10 Business Days after the bank receives your claim and the remainder of the refund (plus interest if your account earns interest) no later than 45 calendar days after your claim was received.

The bank may reverse the refund (including any interest paid on the refund) if at a later date the bank is able to demonstrate that the substitute check was correctly posted to your account.

How do you make a claim for a refund – If you believe that you have suffered a loss relating to a substitute check that you received and that was posted to your account, please contact us at 877-671-6877. You must contact us within 40 calendar days of the date that we mailed (or otherwise delivered by a means to which you agreed) the substitute check in question or the account statement showing that the substitute check was posted to your account, whichever is later. We will extend this time period if you were not able to make a timely claim because of extraordinary circumstances.

Your claim must include all of the following:
● A description of why you have suffered a loss (for example, you think the amount withdrawn was incorrect)
● An estimate of the amount of your loss
● An explanation of why the substitute check you received is insufficient to confirm that you suffered a loss
● A copy of the substitute check and/or the following
information to help us identify the substitute check:
a. Your name and account number
b. The check number
c. The date the substitute check was charged to your account d. The name of the person to whom you wrote the check
e. The exact amount of the check (dollars and cents)
Transaction Posting Order
Each Business Day, we post debit and credit transactions to your deposit account during our nightly batch process in the following order:

First, we post all credit transactions that we receive before the applicable cutoff hour.

Next, we post debit Adjustments, Union Bank fees, and Debits that we have previously authorized and are required to pay (such as ATM withdrawals, ATM and debit card transactions, legal orders, and chargebacks). Some fees will post with the affected transaction and not separately. Fees related to the balance in your deposit account will post at the end of the batch process. We will sort like transactions into separate groups and post transactions in each group in ascending order (lowest to highest) by amount.

Finally, we post all the remaining Debit transactions in descending order (highest to lowest) by amount. These
transactions include checks, bill payments, one-time and

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recurring transfers from your deposit account to another deposit account or Union Bank loan account, electronic debits (such as ACH), and any remaining fees that have not posted (such as a Monthly Service Charge and other fees that are based on your ending Ledger Balance).

Please Note: Our transaction posting order may affect
the number of Overdraft Fees assessed when there is an
insufficient Available Balance in your deposit account to cover all Debits processed on a given Business Day.

Debit/Item Re-presentment
If Debits/Items that you originate are presented for payment against an insufficient Available Balance and are returned to the payee unpaid, the payee may re-present the Debit/Item for payment. Such Debits/Items will be processed.

What We Do If Overdrafts Occur
If an Overdraft occurs, we can exercise our discretion to pay the Debit or return the Debit unpaid. If we return the Debit unpaid, the amount of the Debit will be credited to your account the following Business Day.

When We Charge Overdraft Fees
Overdraft Fee (Overdraft Item Paid or Overdraft Item
Returned Fees) – We may charge Overdraft Fees when Debits are presented or re-presented against an insufficient ending Available Balance (up to the daily maximum), whether we pay or return a Debit. We may assess this fee each time we pay or return a Debit when your ending Available Balance is overdrawn by $5 or more at the end of overnight processing. For the purpose of charging Overdraft Fees, we consider the “ending” Available Balance as your Ledger Balance minus your pending Debit transactions that are known to us, such as debit card purchases.

Continued Overdraft Fee – Depending on your applicable Fee Schedule, if you overdraw your deposit account and fail to deposit enough funds to fully cover any overdraft amount by the 7th consecutive calendar day that your deposit account has been overdrawn, we will charge you a Continued Overdraft Fee. For this purpose, the 1st day is the day the overdraft occurred. Starting on the 7th calendar day, we will charge this fee for each Business Day that the account remains overdrawn for up to 5 Business Days.

For further information on Overdraft Fees, please see the applicable Fee Schedule.

Your Obligation to Cover Overdrafts
In the event your deposit account is overdrawn, you agree to pay the amount of the overdraft promptly, without notice or demand from us. Also, you agree that each account Owner is jointly and severally responsible for paying any overdrafts

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created by an Owner or Authorized Signer(s) or party to the account, whether or not the Owner participates in the transaction or benefits from its proceeds.

You agree and acknowledge that our decision to pay one or more Debit transactions presented or re-presented against an insufficient Available Balance in your deposit account which will result in an overdraft in no way obligates us to continue the practice at a later time. Also, you agree and acknowledge that we can discontinue the practice at any time without cause or notice to you.

Further, you agree that we may use subsequent deposits and other credits to the account, including, without limitation, deposits of state and federal benefit payments, such as deposits of government, welfare, retirement, and Social Security benefits, to cover any overdraft existing in your deposit account, to the fullest extent permitted by law.

FRAUD DETECTION, DETERRENCE, AND

SAFEGUARDING YOUR ACCOUNT
There are precautions that you can and should take to decrease the risk of unauthorized transactions from your account(s). Such precautions include, without limitation:
• Safeguarding and not disclosing to third parties information about your account, such as your account number(s).
• Safeguarding materials and information that can be used to access your account, including, but not limited to, your checkbook; blank or unused checks and deposit slips;
electronic access devices, including Deposit Cards, ATM Cards, and Debit Cards; personal identification numbers (PINs); security tokens; and any passwords or other accessrelated information, to prevent them from being misused by an unauthorized party.
• Calling us immediately if you suspect any problem with your account or if your account, card, PIN, other access code, or other service might be compromised in any way.
• Placing stop payments immediately on your unused checks if lost, stolen, or misplaced.
• Reviewing carefully your checkbook and unused checks for unauthorized activity if you suspect that any of these Items may have been stolen or tampered with, or if you are the victim of theft or your property is burglarized.
• Keeping accurate records of your transactions.
• Promptly and carefully reviewing your statements for
unauthorized activity or missing deposits.
• Closing your account immediately upon discovery of any known or suspected unauthorized activity. When you report missing, stolen, or unauthorized checks, we may recommend that any account(s) that has been compromised by
unauthorized or fraudulent activity be closed. If you decline this recommendation and elect to leave your account open, you agree that we shall not be liable to you for subsequent losses on the account due to unauthorized activity, and you

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agree to indemnify us for any losses we incur as well.
• Maintaining close control over your facsimile signature devices to immediately detect any unauthorized use of those devices. • Issuing any checks with care to avoid alterations or forgeries.

Precautions include, without limitation, using a dark-colored permanent ink to write out your checks, making sure the numeric and written amounts match and are readable, and making sure there are no blank or open spaces in the body of the instrument where words or figures can be inserted.
• Segregating employee duties whenever possible. For
instance, payables personnel should not be responsible for reconciling bank accounts.

In addition, we make available to you certain products and services designed to detect and/or deter fraud. While no product or service can provide complete protection from all potential sources of risk or fraud, we believe that using available fraud protection products in conjunction with appropriate internal controls within your operation can reduce the likelihood of fraud on your account. Such products include, without limitation:
• Positive Pay Services (Positive Pay(ee), Basic Positive Pay(ee), Reverse Positive Pay, and Basic Reverse Positive Pay) – Provides early fraud detection and prevention when issuing checks on an account, and allows you to block
payment of unauthorized checks.
• ACH Block – The ACH Block service allows you to restrict the posting of all ACH transactions, debits, credits, or both. We will return, unprocessed, all ACH Transactions, debits, credits, or both, presented against your account.
• Electronic Payment Authorization (EPA) ACH Positive
Pay – The EPA service allows you to filter the posting of ACH Transactions to your account. We will return, unprocessed, ACH Transactions presented against your account that do not match the parameters you provided. You will be responsible for adding EPA/ACH Positive pay filters through the ACH Exchange online system.
• Universal Payment Identification Code or UPIC – Is an account feature that is a permanent and secure account
identifier that you can freely distribute to encourage the receipt of electronic payments to your account. The UPIC number should only be used for incoming electronic credits of ACH entries. This feature may not be available in all markets.
• Information Reporting – Enables review of all transactions posted to your account daily.
• View Image – Allows you to view images of paid checks.

Please note—as set forth in the section of this Account Agreement entitled “Information Relating to Checking, Savings, and Money Market Accounts” pertaining to unauthorized,
missing/improper signatures, alterations or other instances of possible fraudulent activity, if you fail to implement the available products or services (set forth in that Section or as otherwise may be recommended or required by us, including but not limited to Positive Pay Services) or fail to follow

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precautions reasonable for your particular circumstance, you may (to the maximum extent permitted by law) be liable for losses resulting from such fraudulent activity as a result of being precluded from asserting any claims against us for paying any unauthorized, altered, counterfeit, or other fraudulent Item which the above-listed products, services, or precautions were designed to deter or detect, and you will hold harmless and release the Bank from any liability for paying such Items.

Additional security measures include:

Checks
• Write checks in dark ink and fill in all lines completely. Make sure all numbers begin at the far left of the line.
• Do not keep blank checks with bank statements and paid checks.
• Do not give anyone a pre-signed check (a check signed by the maker but with the amount and/or payee designation blank) or allow someone else to sign your name on a check.
• Only use checks ordered through Union Bank.
• Do not include your driver’s license, tax identification, or Social Security number on a check unless you believe it is necessary and you are directly providing the check to a trusted person.

Online
• Do not share your User ID, PIN, or password with anyone. • Closely scrutinize employee entitlements. Allow access to only those services necessary to perform the job.
• Use security tokens, if available, for online sign-on. You can obtain these tokens from us. Report lost or stolen tokens to us immediately.
• Use IP address restrictions. This will restrict online access to your bank information based on IP addresses you provide us. • Use dual control for making online payments such as wires and ACH and for managing user entitlements, where possible. • Check your account balance and transactions regularly, and check your notifications as applicable.
• Avoid using public or shared computers to access Online Banking services.
• Set up dedicated computers and use them for online banking only. Keep the computers in a secure location and limit access. • Install a reputable vendor security software suite that includes firewall security, anti-virus, anti-spyware, and malware and adware detection, and keep it up to date. Run periodic scans. • Routinely install all new operating system and browser software and hardware patches, or use the automatic update feature when available.
• Routinely install all patches and updates for software applications (e.g., operating systems, browsers, etc.). • Educate employees on good cyber security practices.
• Do not open any attachments or click any link in an email requesting your account information. We do not request
information about you or your accounts by email. If you receive such an email request, call us immediately.

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• Use our secure message system when sending confidential information, such as account numbers or financial data, to Bank staff.
• Tell your employees not to open email or attachments from unknown senders.
• Periodically engage a security expert to test your network or run security software that will help close known vulnerabilities.

Mobile Devices
• Download and apply security updates provided by Apple and Google. These are designed to provide you with protection from known possible security problems.
• To prevent viruses or other unwanted problems, do not open attachments from unknown or untrustworthy sources.
• Do not install pirated software or software from unknown sources.
• Protect against unauthorized access to your mobile device. • Do not leave your mobile device unattended during an open Mobile Banking session.
• Never save your User ID and Password in the mobile device, in memos, or anywhere on your device.
• Always remember to log off properly by selecting the “Sign Out” button when you have completed your Mobile Banking activities.
• Be aware of the potential for fraudulent text or multimedia messages (SMS/MMS). The bank will never request or invite customers to sign on to its Mobile Banking via an SMS/MMS message.
• Be aware of the potential for fraudulent Mobile Banking apps. • Take caution when jailbreaking or rooting your device.

Deposit Cards, ATM Cards, and Debit Cards
ATMs are convenient and provide many of the banking services you need. To ensure your safety when using an ATM, remember the following:
• When entering your PIN at an ATM or in a public place, cover the PIN pad while entering the number.
• Never disclose your PIN to anyone, including Bank employees, merchants, government officials, or law enforcement.
• When selecting or changing a PIN, do not use any number or word that appears in your wallet (e.g., birth date, address, phone number, or Social Security number).
• Memorize your PIN; do not write it down or carry it with you.

ATM and Night Depository Safety
• Be aware of your surroundings, particularly at night. • Park nearby, in a well-lighted area.
• Look around. If you notice anything or anyone suspicious, use another ATM or come back later.
• Stand in a position so the person behind you cannot see you enter your PIN.
• Ensure Items have been fully accepted into the ATM or night depository.

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• Always take your receipt with you to keep your account information confidential.
• Do not accept offers of help from anyone you do not know.

If you have a problem or question, contact your branch. • Make sure the passenger windows in your vehicle are closed and your doors are locked when you are using a drive-up ATM or night depository.
• Do not display your cash. Pocket it and count it later in the safety of your car, office, or home.

Mail
• Deposit mail only in a locked U.S. Postal Service mailbox.

Do not leave outgoing mail for pickup from your home or an unsecured area at your work.
• Pick up your mail as soon as possible each day and promptly pick up any statements or other mail held for you at one of our branches.
• Call or otherwise contact us immediately if you do not receive communications from us as expected.

COMMERCIAL CASH SERVICES
Our Commercial Cash Services allow you to place orders for coin or currency from our cash vaults, and to make cash and check deposits at our processing centers. To do this, you must enter into a separate contract with an armored carrier service acceptable to us. Refer to the Transportation section of the Deposits section and procedures described in the Deposit Delivery Handbook.

With our consent, you may arrange for a local branch to provide currency or coin for subsequent transport by you, your employees, Authorized Signers, or an armored carrier. Special currency or coin order procedures and requirements may be specified by the branch that fulfills the order. We will require reasonable advance notice for all branch-fulfilled coin and currency requests.

We will determine and assign to you a new relationship cash order limit. If the total amount of coin and currency orders for all of your locations exceeds this limit, we will have no obligation to ship any amount in excess of this limit, and we may determine, at our sole discretion, which of your locations will receive delivery of that portion of that order that does not exceed such limit. You may select a separate cash order limit for each of your locations. We reserve the right not to ship coin and currency orders exceeding a location’s cash order limit without your express prior instructions to do so on each occasion. You may authorize us to ship all orders and disregard location cash order limits, provided, however, that we will have no obligation to ship to your locations any amount in excess of your relationship cash order limit.

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BSA/CTR/OFAC Compliance for Financial
Institution Clients
You are responsible for filing all reports as required by the Bank Secrecy Act (BSA), including, but not limited to, Currency Transaction Reports (CTR), and Report of International
Transportation of Cash or Monetary Instruments, with the Financial Crimes Enforcement Network (“FinCEN”) of the
United States Department of the Treasury (the “Treasury”) for transactions with your customers.

As required by law and if applicable, your policies and procedures must be able to identify suspicious transactions or activities, including but not limited to the structuring of cash transactions to avoid reporting requirements. If required by law, you will file, where appropriate, Suspicious Activity Reports (SAR) with FinCEN for such suspicious cash transactions or activities.

You further agree to abide by all economic and trade sanctions administered and enforced by the Office of Foreign Asset Control (“OFAC”) of the Treasury.

You represent and warrant, for each Money Service Business (“MSB”), as defined by federal regulation and for which you provide cash, that it:
• Is properly licensed with each state that has a licensing requirement to transact business in that state
• Confirm FinCEN registration, if required
• Maintains an Anti-Money Laundering and Bank Secrecy Act compliance program
Order and Delivery of Coin and Currency
We may charge your account for the amount of each order placed. A copy of the order will be forwarded with each cash shipment. You agree to inspect all cash shipments prior to accepting them from the armored carrier by examining the bag and bag seal for integrity and condition. You also agree to refuse damaged or torn shipping bags or bags with loose or missing seals, as well as to visually verify the shipment strap count through the shipping bag before you accept it from the armored carrier.

You must, within 24 hours after your acceptance and before you use any of its contents, open and piece-count the bag, in dual custody and/or under surveillance, to verify the order.

You must, within 5 Business Days of the receipt of the cash order, report to us in writing any discrepancy between the amount you verify and the amount we have charged your account (the “Difference”). Each report of a Difference must be accompanied by the strap in which the Difference occurred, the shrink-wrap packaging around the strap and, if possible, the shipping bag and bag shipping seal.

Each Difference of $50 or more must be reported to us
immediately by telephone, followed by written notice in the manner described above.

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You authorize us to debit your account for any cash order overage and credit the account for any cash order shortage.

You agree that we may charge your account for the amount of each order placed and any applicable fees. A copy of the cash order receipt will be included with each cash shipment detailing denomination, cash order number, and customer information.

We shall be protected in acting on any verbal or written batch file and web portal request believed in good faith to be genuine and to have been made by you or your authorized agents.

You assume all risk and liability associated with the pickup, transport, and delivery of currency and coin by your contracted armored carrier. The carrier is not our agent. We are not responsible for any losses associated with the transport of the currency and coin to your location. You further agree to notify us in writing of any change in location, standing orders, account numbers, or armored carrier.

INSTATAX®
InstaTax is designed to enable its users to initiate federal and state tax deposits via the web or telephone. The service allows electronic payments of federal taxes via the Internal Revenue Service Electronic Tax Payments Service and certain state electronic tax payment services.

Federal Tax Deposits
We will debit your account on the Business Day you initiate instructions for a tax payment. We will then make the tax deposit on your behalf on the tax due date, except that Federal tax types 720, CT-1, and 1042 will be remitted on the 2nd Business Day after the Business Day you initiate the tax payment.

Security Procedure
The Security Procedure for InstaTax is a user identification code (“User ID”) and a password.

In addition, the Bank makes available to you upon your request, a token for your use at login to InstaTax. Such token may be made mandatory for use with InstaTax as communicated to you from time to time.

You agree to use InstaTax in accordance with the Security Procedure described above. The purpose of the Security
Procedure is to verify the authenticity of the payment order delivered to us in your name and not to detect errors in the transmission or content of a payment order. You further agree that this Security Procedure best meet your needs given the size, type and frequency of your payment orders, and is a commercially reasonable Security Procedure for you. You agree that any payment order, the authenticity of which has been verified through the use the Security Procedure, shall be effective, whether or not it was in fact authorized, by you. You agree to preserve the confidentiality of the Security Procedure

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and promptly notify us of any compromise of the integrity of the Security Procedure.

Administrative Controls
Additionally, we recommend the following optional
Administrative Controls offered by the Bank, (which may change from time to time), for your use with the InstaTax Service to further assist you in mitigating fraud: malware detection for use with your device, IP address restrictions, payment and user entitlements, dual approval for payments and administration to the extent available, alerts for administrative changes, limitations on payment amounts and access and administration controls.

State Tax Deposits
We will debit your account on the Business Day you initiate instructions for the tax payment. We will make the tax deposit on your behalf on the 2nd Business Day after the Business Day you initiate the tax payment.

Other Terms and Conditions
Your Instructions – You will furnish us with all required data, authorizations, and tax identification numbers. You assume the risk of failure of telephone or other communications facilities to transmit the data to us accurately or in time for us to perform the service.

Business Day of Receipt – Instructions received after 3:00 p.m.

Pacific Time on the Business Day of receipt will be deemed received the next Business Day.

Payment for Services – You authorize us to debit your account for the tax deposits, and our fees and charges to cover the tax deposits. If your account does not have sufficient funds, we will have no obligation to perform the service.

Interruption of the service due to causes beyond our reasonable control shall not relieve you of your obligation to make any tax deposit, and we shall not be responsible for any liability you may incur as a result of your failure to make any required tax payment by other means in the event of such interruption.

Limitation of Liability – Our liability, if any, shall be limited to the amount of penalty imposed on you by government taxing authorities for failing to make a tax deposit due to our sole error.

Charge to Bank Account and Cancellation – Funds that have been debited from your account for tax payments will not earn interest or earnings credit. You may cancel a tax deposit prior to the time we remit the deposit to a tax agency if you give us notice of cancellation in sufficient time to afford us a reasonable opportunity to act.

Tax liabilities and due dates will be calculated only on tax payments made through the InstaTax service and will not include tax payments initiated by any other means, such as

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wire transfers or tax coupons. If you make a tax deposit by means other than the InstaTax service, we will not be liable for any penalty and/or interest charges that may arise because tax payments are not aggregated during the tax reporting period, resulting in calculation of an erroneous tax due date.

Lapse of Access Code – We may terminate the service by
giving you prior written notice. If an access code has not been used for 6 months, the access code may be deleted from the InstaTax system without notice to you. You will not be able to initiate tax payments using that access code.

ELECTRONIC BANKING SERVICES
The following terms and conditions apply to all electronic banking services to or from business accounts. These
services generally include transfers made using your Union Bank Business Deposit ATM Card (“Deposit Card”), Savings and Business Full Service ATM Card (“ATM Card”), or Union Bank Debit Mastercard BusinessCard (“Debit Card”), ACH, or Online or Mobile Banking. The Electronic Fund Transfer Act or Regulation E does not apply to business accounts.

Automated Clearing House (ACH) Services
ACH is a method of processing electronic transactions to and from your bank accounts. ACH transactions refer to ACH debits, ACH credits, or both ACH debit and credit transactions (“ACH Transactions”).

Applicable Law Regarding ACH Transfers – You agree that each ACH Transaction on your account is subject to the
National Automated Clearing House Association (NACHA) Rules as these may be amended from time to time. You agree that we may rely on the representations and warranties contained in these NACHA Rules, and may either debit or credit your account as instructed by the originator of the ACH Transaction.

ACH entries originated or received on your behalf may be transmitted through one or more clearing houses. Your rights and obligations regarding these transfers are governed by applicable law.

ACH Provisional Payment –
When an ACH transfer is made, credit for the transfer is provisional (temporary and subject to reversal) until final payment is received by the payee’s financial institution.

Until that happens, the party originating the transfer is not considered to have made payment to the payee, and the
payee’s bank is entitled to a refund of the provisional credit.

If we give you provisional credit for an ACH transfer but do not receive final payment, we may charge your account for the amount of the credit.

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Notice of Incoming Transfer –
We are not required to give you a separate notice of our receipt of an ACH transfer. You will receive notice of the transfer on your next regular periodic statement.

To verify that a transfer has occurred, you may contact your local branch or Retail Customer Service, or use Online or Mobile Banking.

Automatic Transfer Service
The Automatic Transfer Service allows you to establish recurring transfers on a fixed daily, weekly, monthly, or quarterly schedule between your Union Bank checking, money market, savings account, and IRA account. Recurring transfers can be set up through Online or Mobile Banking for Small Business, Telephone Banking Services (refer to the Telephone Banking subsection of this Account Agreement), or a Union Bank branch (restrictions may apply). If the date of the transfer is not a Business Day, the transfer will be made on the following Business Day. These transfers are not considered direct deposits.

Changes in or cancellations of recurring transfers established through Online or Mobile Banking for Small Business must be made through Online or Mobile Banking for Small Business.

Changes in or cancellation of recurring transfers established through Telephone Banking can be made through Telephone Banking or a branch. Changes in or cancellations of recurring transfers established at a branch must be made through the branch by completing a form.

You are responsible for ensuring there is a sufficient Available Balance in the account being debited on the date of the transfer. If there is an insufficient Available Balance, the transfer will be subject to Overdraft fees or Overdraft Protection transfer or advance fees, as applicable.

Transaction limitations may apply to certain savings and money market accounts. Refer to the Savings and Money Market
Accounts—General Information section, Transaction Limitation for Savings and Money Market Accounts section, of this Account Agreement.

Deposit Card, ATM Card, and Debit Card Services
The Deposit Card, ATM Card, and Debit Card are the property of Union Bank. We establish card usage limits and will
communicate those limits to you. We also reserve the right to discontinue the privileges associated with your Deposit Card (may not be available for all account types), ATM Card, or Debit Card at any time without prior notice. If you no longer wish to use your Deposit Card, ATM Card, or Debit Card, notify us immediately and destroy any existing cards.

For Union Bank transactions, you may link up to 9 accounts in addition to your primary checking account to your Deposit Card, ATM Card, and/or Debit Card. These 9 accounts may be

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checking, savings, or money market accounts. If you are a sole proprietor and only have savings accounts, you may link up to 9 additional savings accounts to a savings ATM Card. There may be limitations on the number and types of transfers from some of these accounts. Refer to your specific account type for a description of any transfer limitations, as well as the Savings and Money Market Accounts – General Information section, Transaction Limitation for Savings and Money Market Accounts section, of this Account Agreement.

ATM Card – An ATM Card is generally available to any customer who has a checking, savings, or money market account, and can be used at most ATMs worldwide. If your ATM Card is linked to a checking or money market account, you may make point-of-sale purchases at participating merchants. The amount of your purchase is subtracted from your designated primary account. Point-of-sale purchases cannot be made if your ATM Card is linked only to a savings account.

Deposit Card – You can authorize another person to make deposits to a linked business checking, savings, or money market account by using a Deposit Card. It cannot be used to make ATM withdrawals, balance inquiries, transfers, or pointof-sale transactions. This card can be used only at Union Bank ATMs.

ATMs – With your ATM Card and PIN, you can conduct the
following types of transactions at Union Bank ATMs:
• Withdraw cash: Your withdrawals (or purchases at
participating merchants) may be limited to the lesser of your daily ATM Card limit or your Available Balance.
• Make balance inquiries.
• Transfer funds between your designated Union Bank primary checking, savings, and money market accounts.

Generally, we do not charge you a fee when you access your Union Bank account at a Union Bank ATM. We may charge
you a fee when you access your Union Bank account at a
non-Union Bank ATM. If you use a non-Union Bank ATM, you may also be imposed a surcharge by the operator of that ATM.

If you are assessed a surcharge, that fee will be disclosed on the ATM screen.

When you use your ATM Card at a non-Union Bank ATM, you will have access to your designated primary checking, savings, or money market accounts. At some locations outside of the United States, you may not be able to access your savings or money market account(s) or perform certain other transactions.

Union Bank ATMs – In addition, if you use a Union Bank ATM, you can generally:
• Deposit currency or checks to any of your Union Bank
accounts that are linked to your card. Deposits cannot be made at certain locations; such locations are clearly marked. • Transfer funds between any accounts linked to your card.

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Our ATM service is available 7 days a week, 24 hours a day, although access and services may be limited at some locations and during certain time periods.

Debit Card – A Debit Card has all the features of an ATM Card and can also be used for purchases everywhere Mastercard® debit cards are accepted. Your Debit Card must be activated before you can use it. Activation instructions will be mailed with the Debit Card.

When using your Debit Card to make a purchase, a merchant may ask you to sign a receipt or enter your PIN. Some
merchants may not require you to do either. You also may be asked to provide personal identification or other information from your card.

All Debit Card purchases are deducted from your designated primary account. Debit Card purchases may be limited to the lesser of your Debit Card’s daily limit or your Available Balance.

Merchants may charge a fee, which will be displayed separately and added to the purchase amount before the transaction is sent to us and deducted from your account.

We offer Mastercard SecureCode as added security protection when making purchases through the Internet. This service adds an extra layer of security at the point where you enter debit card information online and helps prevent unauthorized online use before it happens.

After you enter your card number and submit your order, a processing window will appear. Based on several factors about that transaction, you may or may not be asked to verify additional information to complete the transaction.

ATM Card or Debit Card Transaction Holds – When you use your ATM Card or Debit Card to pay for goods or services, certain merchants may ask us to authorize the transaction in advance. When we do, we commit to paying the merchant
and may immediately place a temporary hold on your account for the amount requested by the merchant. Therefore, you should ensure that you have a sufficient Available Balance in your account before making a transaction. Until the transaction finally settles or we determine that it is unlikely to be processed, the funds subject to the hold will not be available to you for other purposes.

If a merchant makes an error or fails to notify us that a transaction has been canceled and you incur Overdraft Fees as a result, please contact us.

Transactions Outside of the U.S. – If you use your ATM Card or Debit Card to conduct a transaction in a currency other than U.S. dollars, the merchant, network, or card association that processes the transaction may convert any related debit or credit into U.S. dollars in accordance with its then-current policies. Mastercard currently uses a conversion rate that is either a) selected from a range of rates available in the wholesale currency markets (this rate

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may be different from the rate that Mastercard receives); or b) the government-mandated rate. The conversion rate may be different from the rate in effect on the date of your transaction and the date it is posted to your account.

A foreign purchase fee equal to 2% of the transaction amount (including credits and reversals) may be imposed for each transaction you conduct outside of the 50 United States, even if the transaction is conducted in U.S. dollars.

Mastercard Limitation of Liability of Cardholders for
Unauthorized Use – If there is an unauthorized transaction involving a Debit Card that has been issued under the
Mastercard small business program, then your liability for an unauthorized transaction may be limited. Specifically, under Mastercard’s limitation of liability of cardholders for unauthorized use rules (“Mastercard Zero Liability Protection”) for small business programs, your liability will be $0 for an unauthorized transaction, including a PIN-based transaction at a point-of-sale terminal or ATM, conducted with a Mastercard branded card, meaning the Mastercard logo is on the front of the card. However, the Mastercard Zero Liability Protection only applies so long as you have exercised reasonable care in safeguarding the card from risk of loss or theft and, upon becoming aware of such loss or theft, promptly reported the loss or theft of the card to us. Also, the Mastercard Zero Liability Protection applies to domestic debit cards issued to natural persons, either for consumer or business purposes if the card is a “small business” debit card described on Mastercard’s website. The Mastercard Zero Liability Protection is based on the Mastercard rules as they may be amended from time to time. We reserve the right to apply the Mastercard Zero Liability Protection as in effect at the time you make your claim for unauthorized use unless prohibited by applicable law. For further information about Mastercard Zero Liability Protection, please visit www.mastercard.us/small-business/index.html.

Documentation of Transfers
• ATM Transactions – You will generally be issued a receipt when you use an ATM. At some ATMs, you will be given the choice of having a receipt printed. If a receipt is unavailable, you will be notified prior to completing your transaction and will be given the option to cancel it.
• Express Banking kiosks – You will generally be issued a receipt when you use an Express Banking kiosk. At the Express Banking kiosk, you will be given the choice of having a receipt printed or emailed to your email address on file. If a receipt is unavailable, you will be notified prior to completing your transaction. • Point-of-Sale Transactions – You will usually be issued a receipt when making a purchase using your ATM Card or Debit Card. For smaller purchase transactions, you may not be issued a receipt automatically; however, you may request one. If you want a receipt and the merchant is unable to provide one, you may cancel your transaction.

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• Periodic Statements – We will make account statements available to you as required by law or upon request. In any case, you will get a statement at least quarterly, unless your account is inactive or in default. For electronic funds transfers made between Union Bank accounts, the periodic statement will document the account number of both debited and
credited accounts.
• Electronic Check Conversions – After a merchant scans a check you use for an electronic check conversion, the merchant should mark the check “void” and return it to you.

Electronic Funds Transfers Initiated by Third Parties
You may authorize a third party to initiate electronic fund transfers between your account and a third party’s account.

These transfers to make or receive payment may be a one-time occurrence or may be recurring. These transfers may use the Automated Clearing House (and may therefore be subject to the NACHA Rules) or other payment networks. Your authorization to the third party to make these transfers can occur in a number of ways. In some cases, your authorization can occur when the merchant posts a sign informing you of its policy. In all cases, the transaction will require you to provide the third party with your account information. The merchant does not need your written consent. Examples of these transfers include:

Electronic Check Conversion – You may authorize a merchant or other payee to make a one-time electronic payment from your checking account using information from your paper check to pay for purchases or pay bills.

Electronic Returned Check Charge – You may authorize
a merchant or other payee to initiate an electronic funds transfer to collect a charge in the event a check is returned for insufficient funds.

Electronic Transaction Cancellations
Right to Stop Payment and Procedure for Doing So – If you have told us in advance to make recurring payments out of your account, you can cancel any of these payments. Call us or write us in time for us to receive your request 3 Business Days or more before your payment is scheduled to be made. Refer to the Communication with Us section at the end of this Account Agreement for information about how to contact us. If you call, we may also require you to put your request in writing and get it to us within 14 calendar days after you call. ACH stop payment orders are valid either until the account holder requests the removal of the order or until after the identified electronic transaction has been returned. We will charge you a fee for each transaction cancellation request.

You may not stop payment on ATM, one-time point-of-sale (POS), or one-time debit card transactions.

Cancelling Preauthorized Debits/ACH – If you have authorized a company (or us) to charge your account electronically to

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make one or more payments, you can cancel the payment(s) by contacting us or visiting our website. We must receive your request to cancel such a payment at least 3 Business Days before the date the payment is scheduled to be made.

We must have all of the following information before we can cancel your payment request:
• Your account number
• The exact amount of the ACH transaction
• The payee or company initiating the ACH transaction
• The reason for cancelling payment
• The check number (applicable only for check entries that are collected electronically via the ACH)
In accordance with the above (or with this Section entitled Cancelling Preauthorized Debits/ACH), you may cancel an ACH payment under the following circumstances:
• Cancelling One Authorized Payment – Contact us if you would like to cancel only the next ACH transaction from a company, but still want all future transactions to be charged to your account. The cancellation request will be automatically removed after the next ACH transaction from the company is returned. If your account is still debited, contact us to file a claim.
• Cancelling Authorized Recurring Payments – Contact us if you previously authorized a company to debit your account but have now revoked that authorization. This cancellation is valid for one year from the date placed. If your account is still debited, contact us to file a claim.
• Cancelling an Unauthorized or Erroneous ACH Payment – Contact us if you have received an unauthorized or erroneous ACH debit entry and want to prevent any future debits from posting to the account. We may require you to complete
any necessary forms, including a Written Statement of
Unauthorized Debit. This cancellation is valid for one year from the date placed. If your account is still debited, contact us to file a claim.

We may require you to give us a copy of your written
instructions to the company revoking its authority to debit your account. If you do not provide the copy within 14 days after you contact us, we may block the company from debiting your account for the 14-day period, but we may honor any debits the company may send us thereafter. We are not responsible for any loss you may incur as a result of your failure to timely provide the requested documentation and our subsequent
honoring of previously authorized payments.

Cancelling a Recurring Debit Authorized with a Debit Card – If you wish to cancel a recurring debit you authorized with a Debit Card, contact us in time for us to receive your request 3 Business Days or more before the payment is scheduled to be made. We may ask that you first contact the payee (the merchant or other creditor to whom the payments are made) and cancel the authorization before your account is debited.

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Cancelling Bill Payments – Bill payments you request through Online or Mobile Banking can be canceled at any time before the Business Day the transaction is scheduled to take place or before 11:45 p.m. (Pacific Time) on the Business Day the transaction is scheduled to take place. Once processed, a transaction cannot be canceled.

Express Banking
The Express Banking service is offered through one or more kiosks at certain branches. The Express Banking kiosks can be accessed through the use of your ATM Card or Debit Card or with the assistance of a Union Bank Banker (upon proper identification).

You agree and acknowledge that when you use your ATM
Card or Debit Card to access or use the Express Banking kiosks, the terms and conditions of your ATM Card or Debit Card will continue to govern your ATM Card or Debit Card.

Further, you agree and acknowledge that any person
authorized to make withdrawals from your account may make withdrawals at one or more Express Banking kiosks and that the authentication methods we use for in-person transactions at an Express Banking kiosk are commercially reasonable security procedures.

The Express Banking kiosks allow you to:
• Access deposit account details
• Access credit card details
• Make transfers between your checking, savings, or money market accounts
• Withdraw cash from your checking, savings, or money market accounts
• Make deposits into your checking, savings, or money market accounts, including receiving cash back
• Exchange currency (U.S. currency exchanged for different denominations of U.S. currency)
• Engage in other transactions and services as available In Case of Errors or Questions about Your
Electronic Transfers
Telephone or write us as soon as you can if you think your statement or receipt is wrong or if you need more information about a transfer listed on the statement or receipt. Refer to the Communication with Us section at the end of this Account Agreement for information about how to contact us.

We will need all of the following information:
• Your name
• Your account number
• The date, type, and dollar amount of the transaction or suspected error
• Your ATM Card or Debit Card number, if applicable
• A description of the problem

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• A clear explanation of why you think there is an error or why you need more information about the transaction
• Upon request, a Written Statement of Unauthorized Debit We must hear from you no later than 30 days after we mail, deliver, or otherwise make available to you the first statement on which the error or problem appears. If you do not notify us within 30 days after the first statement that shows these transactions was mailed, delivered, or otherwise made available to you, the account balance indicated on your statement will be conclusively considered correct, and we will have no further responsibility or liability to you with respect to such statement and the electronic transactions reflected therein. If you notify us by phone or in person, we may require that you send us your complaint or question in writing.

These procedures do not apply to disputes with a merchant about the quality or delivery of goods or services you
authorized and/or purchased using your ATM Card, Debit Card, electronic check, or other electronic transaction. You must settle the dispute directly with the merchant.

Limitation on Transfers
• We may limit the amount of cash withdrawals or point-ofsale purchases made with your ATM Card or Debit Card to the lesser of your daily ATM Card or Debit Card limit or your Available Balance.
• Certain transfers, payments/purchases, or withdrawals from savings or money market accounts are limited to 6 transfers each monthly statement period (money market accounts) or calendar month (savings accounts or money market accounts if statement was requested to be on a specific day). Refer to the Transaction Limitation for Savings and Money Market Accounts subsection of the Savings and Money Market Accounts—General Information section of this Account Agreement.
• We may limit the daily or cumulative amount that may be transferred through Telephone Banking or online. We may vary these limits without prior notice to you.
• For security reasons, we may limit the number or amount of transactions at our terminals or point-of-sale locations, or through our Online or Mobile Banking, Telephone Banking, or other electronic service.
• We may delay or reject an electronic payment or transfer if we suspect that you did not authorize it.

We will not be responsible for any liability or fees you may incur if we delay or reject your transaction because we receive transfer instructions that exceed the above limitations that we delay or reject.

Lost or Stolen Card or Unauthorized Transaction
Notify us immediately if your Deposit Card, ATM Card, Debit Card, PIN, or other access code has been lost or stolen, or used without your permission. Telephoning is the best way to keep your possible losses down. You could lose all the money in your

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account plus your maximum Business Cash Reserve line of credit. Refer to the Communication with Us section at the end of this Account Agreement for information about how to
contact us.

Our Liability for Electronic Banking Transactions
Electronic transfers made from any business account are not subject to the Electronic Fund Transfer Act, Regulation E, or the error resolution provisions set forth therein.

Preauthorized Transfers
Preauthorized Credits – You can arrange for direct deposits to your checking or savings account(s). You will not receive a separate deposit receipt or notice from us.

Preauthorized Payments – You can arrange to pay certain recurring bills from your checking or savings account(s).

You acknowledge and agree that an ACH Transaction may be posted by the account number, even if the name and account number are not consistent and identify different parties.

Telephone Banking
Telephone Banking Services –
Contact Phone Number: 877-671-6877
For Hearing Impaired: 800-826-7345
Telephone Banking automated services are available 24 hours a day, 7 days a week. For a Bank representative, you can contact us Monday through Friday, from 7:00 a.m. to 7:00 p.m., and Saturday, from 8:00 a.m. to 5:00 p.m. (Pacific Time), except for Federal holidays.

What our automated services allow you to do:
• Receive account information
• Transfer funds
• Place stop payments
• Order checks
• Notify us of a change of address
• Activate your Debit Card
• Report or replace a lost or stolen ATM Card or Debit Card • Change your card or Telephone Banking PIN
• Inquire about loan balances and obtain payoff information • Order copies of checks, deposits, and statements
Cutoff time for requests: Telephone Banking transfer requests made before midnight (Pacific Time) on a Business Day will be processed on the same day. Any transfer requests made at or after midnight (Pacific Time) or on a non-Business Day will be processed on the next Business Day.

Access to Telephone Banking may not be available during system maintenance (typically between 2:00 a.m. and 4:00 a.m., Pacific Time), or due to circumstances beyond our reasonable

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control, such as fire, earthquake, flood, water damage, power failure, strike, labor dispute, computer breakdown, rolling blackout, telephone line disruption, or natural disaster. We are not responsible for any loss or delay you may experience as a result of the unavailability of Telephone Banking.

You may use either your account number or an access
number (usually the last 8 digits of your ATM Card or Debit Card) followed by your 4-digit PIN to access our automated services. Access to Telephone Banking is limited to an
individual who is a Contracting Officer, Authorized Signer or other persons authorized by any of them and based on his or her PIN.

Telephone Transfers – You may request transfers to or from your Union Bank accounts by telephone at any time through our Telephone Banking services, and you may set up recurring transfers from any Union Bank account that you own. You may also make transfers to or from your accounts at other domestic financial institutions.

Telephone transfers can be made from one account to
another when the caller is an Owner and/or Authorized
Signer on both accounts. If you need to transfer funds to a third-party bank account or between accounts with different signature requirements, you may be required to execute the Telephone Banking Enrollment Form. The form is available on unionbank.com or at your local branch.

Transferred funds may be made available immediately.

How to cancel transfer requests: Union Bank loan payments or transfers made through Telephone Banking can be
canceled at any time before the Business Day the transaction is scheduled to take place or before midnight (Pacific Time) on the Business Day the transaction is scheduled to take place.

Telephone Banking Limitations: The aggregate dollar amount of funds transfers by means of our Telephone Banking service to accounts you do not own at Union Bank or to other financial institutions may not exceed a cumulative total of $5,000 per Business Day. For security reasons, we may limit the number or amount of transactions through the service. We also
may delay or reject a transfer if we suspect that you did not authorize it.

Telephone Banking Help: For services not listed above, you may speak to a Bank representative. If you have questions regarding Telephone Banking, contact us by mail or phone at the address and number listed in the Communication with Us section of this Account Agreement. If you send us a written request regarding a scheduled Telephone transfer request, it must reach us at least 3 Business Days before the transaction or payment is scheduled.

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Your Liability for Unauthorized Electronic
Funds Transfers
By giving your ATM Card, Debit Card, PIN, or other access code to another person directly or indirectly, you take responsibility for all transactions made by that person or by anyone else to whom that person gives the ATM Card, Debit Card, PIN, or other access code, until you notify us to cancel your card and issue you a new card, or cancel your electronic service.

If your statement shows transfers, withdrawals, purchases, or other transactions that you did not make, notify us at once. If you do not notify us within 30 days after the first statement that shows these transactions was mailed, delivered, or otherwise made available to you, the account balance indicated on your statement will be conclusively considered correct, and we will have no further responsibility or liability to you with respect to such statement and the electronic transactions reflected therein.

Real-Time Payments (“RTP”) Service Terms for
Receive Only
When the Bank makes Receive Only RTP available, the following terms apply. Unless expressly defined, capitalized terms used herein shall have the meanings provided in the RTP System Operating Rules. Please call us at 877-671-6877 if you have questions concerning these Services or their availability.

Definitions
Payment Amount: The amount of funds sent to you by a Sender through the Service.

RTP (“RTP” or the “Service”): An electronic payment system which allows you to receive funds in real time into your Account(s).

RTP System Operating Rules: The Clearing House’s operating rules governing the obligations of parties using the RTP System.

RTP System: The payment system accessed by the Service.

Sender: The person or entity who sends a payment to you through the Service.

Sending Financial Institution: A financial institution that participates in the RTP System and holds the Sender’s account.

Service Transfer: A payment made from a Sender to you
through the Service.

The Service: The RTP Service will allow you to receive real-time payments into your Account(s) from Senders that have
accounts with Sending Financial Institutions. Funds transferred to your Account(s) will be credited upon completion of the Service Transfer request and will be available for withdrawal immediately. The Service will not allow you to send payments.

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You are not obligated to accept a Service Transfer. If you wish to reject a Service Transfer sent to you through the Service, please contact us at 877-671-6877.

The Service is available 24 hours a day, 7 days a week, including weekends and holidays; however, the Service may be unavailable from time to time, including due to maintenance; and we may suspend or terminate your access to the Service at any time, including if we determine that you or a Sender has used the Service in an unlawful manner. Incoming payments cannot exceed the Service Transfer limit which may be found in the RTP System Operating Rules as updated from time to time.

If a Sender sends you a payment which exceeds the applicable Service Transfer limit or any limit set by the Sending Financial Institution, the payment will be rejected without notice to you.

The Service may be used with domestic payments only. It may not be used with senders or receivers who are not residents of or otherwise domiciled in the United States. You agree that you will comply with this restriction and with all regulations of the Office of Foreign Assets Control as well as all other laws applicable to you in connection with your use of the Service.

Payments through the Service are irrevocable and cannot be reversed; however, a Sender may request that you return the funds. If this happens, the Bank will notify you of its receipt of a Return Request from the Sending Financial Institution, and you must respond to the Bank with information requested by the Bank regarding the Return Request within three (3) Business Days of our notification to you. The Bank has no responsibility for and shall not be liable in any way in connection with a dispute between you and a Sender.

A Service Transfer may fail if: 1) there are insufficient funds in the Sender’s account; 2) the Bank or the Sending Financial Institution believes that the Service Transfer does not comply with these RTP terms, or applicable law; 3) you reject or have declined to receive a Service Transfer; 4) the Transfer Request exceeds the applicable Service Transfer limit as set forth in the RTP System Operating Rules or the Sending Financial Institution’s limits and/or the Sending Financial Institution declines to process the transaction; or 5) the Service is unavailable. In addition, completion of a Service Transfer request might be delayed if the Service Transfer is subject to review by the Sending Financial Institution. We will not contact you to notify you if the Service Transfer has failed.

WIRE TRANSFERS
Funds transfers by wire are governed by the Uniform Commercial Code as adopted in the applicable state, and are not subject to the Electronic Fund Transfer Act or Regulation E. The following rules also apply to wire transfers that you send or receive.

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General
Bank Fees – You agree that we may charge fees for sending or receiving a funds transfer. You acknowledge and agree that we may deduct fees from your account or from the amount of the transfer. You further acknowledge and agree that intermediary banks may deduct their fees from the amount of the transfer that they process, whether an outgoing or incoming transfer, and that a portion of such fees may be shared with us. You authorize us and any intermediary banks to deduct such fees, and you further authorize the Bank to share in those fees with any intermediary banks. You further acknowledge and agree that you may be required to execute a Funds Transfer Agreement, which in addition to these terms and conditions, is an agreement between you and the Bank and will govern any funds transfers by wire you execute with respect to your account in accordance with its terms.

Notice of Wire Transfers – We will notify you of all wire activity to your account on your periodic account statement. You may choose to make special arrangements with us to receive earlier notice of wire transfer activity on your account.

Identification of Intermediary or Beneficiary’s Bank – If your wire transfer order identifies an intermediary bank or a beneficiary’s bank by both name and identifying number, we may rely on the identifying number regardless of whether the bank name and identifying number refer to different entities.

We may select any intermediary bank, funds transfer system, or means of transmittal to send your payment order. We will not be responsible for any liability you may incur as a result of our selection that differs from your instructions.

Incoming Wire Transfers
Provisional Payment – When we give you credit for a wire transfer credit entry, it is provisional until we receive final settlement for the entry through a Federal Reserve Bank or otherwise. If we do not receive final settlement, we are entitled to a refund for the amount credited to you, and the person who sent the credit is considered not to have paid you.

Our Liability Concerning Wire Transfers
Business wire transfers are not subject to the Electronic Fund Transfer Act, Regulation E, or the error resolution provisions within the regulation. However, such transactions remain subject to the Uniform Commercial Code and to the remaining provisions of this Account Agreement. We are not responsible for any losses arising from or in connection with wire
transfers unless such losses result solely from our intentional misconduct, or as dictated by the Uniform Commercial Code.

Outgoing Wire Transfers
Cutoff Time for Payment Orders – We have different cutoff times for processing payment orders. We may treat payment

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orders we receive after the cutoff time as if received the next Business Day.

Amending or Cancelling Payment Orders – If you request
that we amend or cancel a payment order, we may make a
reasonable effort to act on your request; however, we have no obligation to do so. We are not liable to you if, for any reason, a payment order is not amended or canceled. If we choose to process your request, you agree to reimburse us for any cost, losses, or damages that we incur in connection with your request.

Inconsistent Name and Account Number – If you designate the beneficiary of a wire transfer by both name and account number, the payment may be made according to the account number even if the name and account number are not
consistent and identify different parties.

Foreign Transfers (Sending Funds Outside the United States); Currency Conversion – In addition to any applicable terms set forth in this Account Agreement, including but not limited to those set forth in International Transactions, the following terms govern currency conversion relating to a transfer to a beneficiary in a foreign country (“Foreign Transfer”). If you are a customer of Transaction Banking Services subject to the Transaction Banking Services Disclosure and Agreement, please see the section entitled Foreign Transfers; Currency Conversion located therein. Further, to the extent there is any conflict with respect to Foreign Transfers and Currency Conversion between this Account Agreement (or the
Transaction Banking Services Disclosure and Agreement) and any Master Funds Transfer Agreement to which you are subject, the terms set forth in this Section (or those located within the Transaction Banking Services Disclosure and Agreement, if applicable) shall control.

If your payment order involves Foreign Transfer, we may execute the order in the currency of the country of the beneficiary’s financial institution. Unless you notify us in writing otherwise, you consent to conversion of the funds into foreign currency by us (or our agents or processers), any correspondent bank or intermediary bank, the beneficiary’s bank, or any other third party reasonably involved in the completion of the Foreign Transfer, at conversion rates generally applied by that converting party. If the Foreign Transfer is returned for any reason, you agree to accept the refund in U.S. dollars in the amount of the foreign money credit, based on the current buying rate on the day of the refund, less any charges and expenses incurred by us (including any commissions owed to us). We will not be liable to you for a sum in excess of the amount of the payment order after we have converted it from the foreign currency to the account currency using the applicable rate of exchange in effect at the time on the day we confirm the cancellation of the payment order. We bear no liability if the applicable rate of exchange differs from rates offered or reported by us or by third parties, or based

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upon different times of the day, amounts, locations or involving different systems, agents or procedures. Foreign Transfers may be subject to delays and changes in foreign currency exchange rates. Currency exchange rates fluctuate over time, based upon market conditions, liquidity and risk. You acknowledge and accept the risks of such fluctuations between the time you request a payment order and the time the payment order is either completed or is unwound due to a cancellation, an amendment, a rejection or a return. Fees imposed by
intermediary banks may be deducted from the amount of your order. A portion of those charges may be shared with us.

Required Documentation – Outgoing wire requests may be
made directly to our Wire Services Department, provided that a properly completed Funds Transfer Agreement and other requested documentation have been received by us.

Your Responsibility Concerning Wire Transfers
You agree that you are responsible for monitoring and reviewing all activity on your account. We recommend that you inspect your statements on a regular basis to look for improper or unauthorized transactions or any other irregularities, and to ensure that your accounts are being handled in a proper manner.

Reporting Errors – You must contact us immediately if you think there is an error or an unauthorized transaction shown on your statement or notice. If your statement includes or discloses an improper or unauthorized transaction, you must notify us in writing, stating relevant facts, within 30 days after we mail, deliver, or otherwise make the statement available to you. If you do not, we are not responsible for any liability you may incur as a result of any loss of interest arising from the unauthorized or erroneous funds transfer. In addition, if you do not report an unauthorized or improper wire transaction within 30 days from the time the statement is mailed, delivered, or made available to you, the account balance indicated on your statement will be conclusively considered correct, and we will have no further responsibility or liability to you with respect to such statement and the transactions reflected therein.

SAFE DEPOSIT BOX SERVICE
Certain branches offer safe deposit box services. Your use of these services is governed by the Safe Deposit Box Renter Agreement. Box size and availability may vary by location.

We rent safe deposit boxes only to customers who maintain a deposit account with us. If you close the last active deposit account you have with us, we may terminate the Safe Deposit Box Renter Agreement and ask you to close your safe deposit box and remove its contents. For further safe deposit box information, see your Safe Deposit Box Renter Agreement.

Please let us know if you are an active duty service member, as you and your dependents may have additional protections and/or benefits.

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Safe deposit box contents are not FDIC insured. If you wish to insure the contents of your safe deposit box, you must obtain the coverage on your own. Union Bank and the FDIC do not act as insurers of the contents of a safe deposit box.

GENERAL BANKING INFORMATION
Additions or Changes in Account Terms
How we will notify you of changes: We may add to, delete, or change the terms of our Account Agreement with you at any time. If we decide to do this, we may mail, email, or deliver a notice, a statement message, or an amended Account
Agreement to any of you at the last address (location or email) on file for you, your account, or the service in question.

About notifying you before changes happen: Unless
otherwise required by law, we may amend the Account
Agreement without prior notice (e.g., by posting the
information in our branches or on our website, or otherwise making it available to you). We may give you prior notice if we substitute similar services or discontinue currently offered services for certain accounts. We do not have to notify you of any changes that are beneficial to you (e.g., a reduction or waiver of any fees or the addition of services) or if the change is required for security reasons.

How do you consent to a modification to the Account
Agreement: You consent to an amendment or modification to the Account Agreement if you continue to use your account after an amendment or modification becomes effective.

Adjustments
When adjustments are made: We make adjustments to
your account whenever a correction or change is required.

Adjustments might occur, for example, if deposits are
recorded or keyed in the wrong amount or Items you deposit are returned unpaid.

Authorized Signer/Contracting Officer
You agree that an Authorized Signer may act alone in conducting withdrawal or debit transactions and transfers from your account.

Owners are responsible for the actions of the individuals they designate as Authorized Signers or Contracting Officers on accounts, and Owners are responsible for informing Authorized Signers and Contracting Officers of the terms of this Account Agreement.

You agree that we may continue to honor checks issued, and instructions given to us, by any individual who was authorized to sign on your account at the time these checks or instructions were issued, even if these checks are presented to us for payment, or these instructions are to be acted on, after you notify us that the individual is no longer an Authorized Signer.

This means that you must place a stop payment order on these

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checks and cancel all instructions issued by that individual that you do not wish us to act upon. In some cases, we may require you to close an account and to open a new one to prevent transactions from occurring.

Change of Personal or Business Information
You agree to promptly notify us of any change in the business name, physical address, mailing address, or email address, or change of the Owners, Contracting Officers, or Authorized Signers on your account. All changes will become effective after we have had a reasonable opportunity to act upon
your notice to us.

About your address information: The Bank makes every effort to contact you with important information that may affect your account. This includes periodic confirmation of our records. To ensure we can reach you, you authorize us to obtain address information from your state’s Department of Motor Vehicles or any other government agency.

As such, you waive your rights under California Vehicle Code §1808.21 (or equivalent state statute). We may also obtain address information from the U.S. Postal Service, or any other government agency, and from public records. The Bank reserves the right to change your address based on this information.

Check Cashing for Non-Customers
We generally permit the payee of a check you write on your account with us to present the check for payment at most of our full-service branches, including our Express Banking kiosks. This does not include limited-service facilities, offices that are not open to both consumers and businesses, or where otherwise posted. It also does not apply to Items that require special processing or presentment at a specific location, such as “payable at” checks. Payees should contact a local branch for more information. We may charge a fee to a non-Union Bank customer who cashes your check at one of our branches. The fee will be charged to the person cashing your check, unless you make other arrangements with us for paying the check cashing fee.

Check Quality
You agree to use only checks and deposit slips obtained through us or, if obtained elsewhere, approved by us in advance. If your checks or deposit slips do not meet our processing standards, or if we encounter excessive rejects during processing, we may ask you to have your checks
reprinted at your expense. After attempting to fix the problem with your checks or deposit slips, and if the problem persists, we reserve the right to charge your account for extra handling.

We will not be responsible for any costs or losses that may result if our equipment is not able to read and process checks you provide or obtain elsewhere without our prior approval. You may not use check stock that cannot be photocopied.

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Our liability in matters resulting from incorrectly printed checks you have obtained through us is limited to the cost of replacing the checks. We are not responsible for any damages you may incur as a result of any losses or delayed processing due to incorrectly printed checks or deposit slips.

All checks issued or deposited should be written in dark ink colors that can be recognized by imaging equipment. We
reserve the right to return or charge back any checks you issue or deposit if the information on the check cannot be read. We are not responsible for any damages you may incur as a result of our returning a check to you due to our inability to process it when the ink color cannot be recognized.

Several factors influence the image quality of a check, such as a check’s background design, its physical condition, or the ink color used on a check. The image quality of a check is also dependent upon the imaging capabilities of any bank that participates in the clearing of a check. In rare instances, checks may not be available or legible for viewing purposes. In such cases, please contact us for assistance.

Verification
How we verify checks: We may process certain checks
mechanically, based on the information encoded on the checks.

About visually identifying checks: We may not visually
examine each of your checks to determine if they are properly completed and endorsed, and we assume no duty to identify and/or return duplicate checks, checks with duplicate serial numbers, improperly encoded items, or checks lacking an encoded serial number. Although we may examine checks from time to time, reasonable commercial standards do not require us to visually examine every check.

Checks and Deposit Slips – Changes to
Banking Information
There may be occasions when the banking information printed in the MICR line of your checks and deposit slips will change.

If any MICR line information changes, we will notify you 90 days before the change becomes effective. During this 90-day period, you should obtain new deposit slips and checks with the updated information printed on the documents. Failure to do so may result in delays in processing transactions on your account.

Ninety days after we notify you of new MICR line information, we will discontinue processing your checks and deposits that contain old MICR line information. This means that checks with old MICR line information that are presented for payment more than 90 days after the date of our notice will be returned unpaid.

Any electronic debits to your account will not be honored, and electronic credits (deposits) will not be posted to your account.

You are responsible for giving timely notice of changed MICR line information to any other parties who may need it.

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Checks Payable to a Business or Trust
All checks payable to a business must be processed by deposit to the business account. Checks payable to an individual’s name in his or her professional capacity (e.g., John Smith, MD, or Jane Doe, CPA) must be deposited to a like-named business account. Similarly, checks payable to a trustee of a trust must be deposited to the appropriate trust account if we have actual knowledge of the existence of the trust.

Checks drawn on us and payable to a business that is not a Union Bank customer may, at our discretion, only be negotiated in exchange for a cashier’s check payable to that exact business name. Prior to negotiation, the business entity must have the endorsement guaranteed on that check by its financial institution. We may charge a fee for this service, which may be deducted from the proceeds of the check.

Checks Sent for Collection
You may ask us to send a check or Item on a collection basis for you to another bank. Also, for certain checks that you may deposit, we may not use normal check-clearing procedures.

These checks include previously dishonored checks, checks with restrictive endorsements, or those drawn in a foreign currency or on a foreign bank. In these cases, we may send the check to the financial institution on which it is drawn for collection or return it to you. If we receive payment for the check, we will credit your account with the amount received on the date we receive payment, less any applicable fees.

Both Union Bank and the other financial institution may charge a fee for this service, which may be taken directly from your account or from the proceeds of the Item. Some banks require the fee to accompany the collection request and will return the collection Item without taking any action if the fee is not included. We will charge your account for the payor bank’s fee, unless we otherwise agree. Our fee and any payor bank fee apply even if the collection is returned unpaid.

When a check you issued is sent to us for collection, we may charge the presenting bank a fee. If we pay the collection, we may pay the presenting bank the amount of the check, less the amount of our fee. The fee we charge the presenting bank is in addition to other fees we charge for handling collections.

Checks with Special Instructions
Although we are not obligated to, we may pay or accept checks and other Items that include special restrictions or notations (e.g., “Void after 6 months,” “2 Signatures Required,” “Void over $50,” “Payment in Full,” and the like), whether on the front or back, in any form or format. If you cash or deposit an Item or write a check with such a notation, you agree that it applies only between you and the payee or maker. The notation will have no effect on us, and you agree to accept responsibility for payment of the Item.

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Claim of Loss
See the Reviewing Statements subsection of the Account
Statements section of this Account Agreement.

Closing an Account
We may close your account, stop providing service to you, or terminate our contract for any reason unless the specific terms of your account or service state otherwise. We may attempt to contact you in advance if necessary, but we are not obligated to do so. We may close your account if you have a zero or negative account balance for more than 45 days. We may also close your account for fraud-related purposes. Your account may also be closed for insufficient funds, overdrafts, or other unsatisfactory account activity. In such cases, a report may be made to a consumer reporting agency. If we close your account, we will send any remaining funds in your account to your last address as shown on our records. If there is more than one Authorized Signer on your account, we may take instructions from any one Authorized Signer to close the account.

You may close your account at any time if the account is in good standing (e.g., does not have a negative balance or any restrictions). If you decide to close your account, your account may be subject to prorated service charges for the partial period of service between the last statement period and the date of account closure. These fees include the monthly maintenance fees and any monthly discounts or additional service charges. Specific services and per-Item charges will be assessed in full.

If you or we decide to close your account and you have recurring payments deposited directly to or withdrawn from your account, notify the company or government agency making the payments or transfers that your account will be closed. If you do not notify us of your intention to close your account, a preauthorized electronic transfer could be posted to the account. After your account is closed, we will return any payments or transfers we receive. Items presented for payment after account closure may be returned with the notation “Account Closed.”
We are not responsible for any liability you may incur as a result of a dishonored Debit presented for payment.

Communicating with You
Your consent and agreement granted to us in this
“Communicating with You” section extend to our authorized representatives.

How we may contact you:

You give us your express consent to call you at any telephone number you have provided to us or provide to us in the future, including cellular (mobile) phone numbers. Your express consent authorizes us to use any means, including automatic dialing technology, artificial and pre-recorded voices, and

59 BUSINESS ACCOUNTS & SERVICES
text messages, when we contact you by telephone for any servicing or non-telemarketing purpose, including, without limitation, to collect debts. You understand that your phone service provider may charge you for these calls and messages.

You also agree that we may monitor and record all telephone calls, electronic communications, and other communications with you, and we may retain them for our records.

You agree that we may contact you by mail at any mailing address you have provided to us or provide to us in the future, and by courier. You agree that we may contact you electronically by email at any email address you have provided to us or provide to us in the future, and that we may also contact you electronically through our Online Banking service.

Please refer to your Mobile and Online Banking Service
Agreement for Personal and Small Business Accounts for
details on invalid or undeliverable email addresses.

What we may send to you: You agree that we may send any notice, record, or other information about your account, such as account disclosures, change-in-terms notices, privacy disclosures, fee schedules, or transaction notices and alerts, to you at the last address (or email address) on file for your account separately or with any periodic statement we send.

When considered delivered to you: You agree that
information or notices (including statements) are considered delivered when they are mailed or made available to you in some other way (e.g., posted on our website or sent
to your email address if you have agreed to electronic
communications). Information or notices sent to any account Owner or Authorized Signer are considered delivered to all account Owners and Authorized Signers.

Where we send statements and notices: Statements and
notices are normally sent to the last address (or email address) listed with us for your account or service.

If you do not receive your statement: Please notify us
promptly if you do not receive your statement by the date you normally would expect to receive it.

What happens if we hold a statement or if mail is returned:

You agree that if we hold a statement or notice because you fail to provide us with a current address, it will be considered delivered to you when it is prepared (if we’re holding a statement for you), or when it is made available to you in some other way (e.g., posted on our website or sent to your email address if you have agreed to electronic communications), or when it is mailed (if it’s returned in the mail). At our discretion, we may destroy mail that is returned to us or determined to be undeliverable.

Compliance with Relevant Laws
Relevant Law – Means U.S. Sanctions and all laws, statutes, rules, regulations, orders, and ordinances issued, promulgated

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or administered by authorities of governments, regulatory authorities and supervisors applicable to your account(s), transactions, or related third-party transactions related to bribery, corruption, money laundering, fraud, or the funding of terrorist activities, including, without limitation, the Bank Secrecy Act, the USA PATRIOT Act, the U.S. Foreign Corrupt Practices Act of 1977, and the U.K. Bribery Act 2010.

Relevant Person – Means, with respect to an account, an Owner, Authorized Signer, or any other person delegated authority with respect thereto.

Sanctioned Country – Means a country or territory that is target by country-wide, territory-wide U.S. Sanctions.

Sanctioned Person – Means an individual or entity with whom a U.S. citizen, U.S. permanent resident, entity organized under the laws of the U.S. or person in the U.S. is prohibited or restricted by U.S. Sanctions from engaging in trade, business, or other activities.

U.S. Sanctions – Means all laws, statutes, rules, regulations, orders, and ordinances issued, promulgated or administered or enforced from time to time by any U.S. governmental authority (including, without limitation, the Office of Foreign Assets Control of the U.S. Department of the Treasury) with respect to financial and economic sanctions or trade controls.

Compliance with Relevant Laws – You hereby represent
and warrant that (i) no Relevant Person is located, organized, domiciled, or resident in a Sanctioned Country or otherwise a Sanctioned Person; and (ii) each Relevant Person shall comply with Relevant Law in connection with use of the account(s) and Service(s). You agree to promptly notify the Bank if any such representation becomes untrue. You further agree not to access your account(s) from a Sanctioned Country, and not to use or permit the use of account(s) and Service(s) in connection with any transaction that violates, or that has the purpose of evading, Relevant Law. If the Bank, in its sole discretion, is uncertain regarding the legality of any transaction, the Bank may refuse the transaction or freeze the amount in question while we investigate the matter.

Internet Gambling – The Bank strictly prohibits the use of any account to conduct transactions that are related, directly or indirectly, to unlawful Internet gambling. The term “unlawful Internet gambling,” as used in this section, shall have its meaning set forth in 12 C.F.R. Section 233.2(bb). You agree not to conduct any transactions through your account(s) that directly or indirectly involves or is related to unlawful Internet gambling, including the acceptance or receipt of any funds or deposits in connection therewith.

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Conflicting Claims to Account Ownership
or Control
What types of disputes or problems can affect an account:
• If there is any uncertainty about the ownership of an account or its funds, or there are conflicting demands over its ownership or control
• If we are unable to determine any person’s authority to give us instructions
• If there is suspected financial abuse of an elderly or dependent adult and/or Adult Protective Services or any similar state or local agency requests us to freeze the account or reject a transaction
• If we believe a transaction may be fraudulent or may violate any law
What we may do at our sole discretion:

1. We may freeze the account and refuse transactions until we receive written proof in a form and substance satisfactory to us of each person’s right and authority over the account and its funds.

2. We may refuse transactions and return checks, marked “Refer to Maker,” or similar language.

3. We may require the signatures of all Owner(s), Contracting Officer(s), or Authorized Signer(s) when they withdraw
any funds, close an account, or make any change in the
account—regardless of the number of Authorized Signers
on the account.

4. We may pay the funds into an appropriate court (an
interpleader action) and request instructions from the court at your expense regarding the account or transaction.

5. We may continue to honor checks and other instructions given to us by persons who, based on our records, appear as Owner(s), Contracting Officer(s), or Authorized Signer(s).

Although we have the right to proceed in the ways outlined above, understand that this does not impose an obligation on us to act on these rights or to deny a transaction.

Credit Verification
You agree that we may obtain information, including credit information, from consumer reporting agencies or other
companies when you request to open an account with us,
agree to be a signer on an account, or obtain any other service from us, in order to verify your previous banking relationships and as a basis for account qualification. We may do so at the time you open the account, at any time while your account is open, or after your account is closed if you owe us any amounts related to your account.

We may also ask for credit information on any Owner,
Contracting Officer, or Authorized Signer on your account, including any principal or officer of your business. The Owner(s) or Contracting Officer(s) of your business is/are responsible for informing other Owners, Contracting Officers, or Authorized

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Signers of our right to obtain credit information about them.

Transaction Information Requirements – When you conduct a transaction with us, we may require you to identify yourself by various means, which may include using your ATM Card or Debit Card and PIN, or answering security questions.

In order to conduct certain financial transactions, we are required to obtain certain information about the individual conducting the transaction, as well as about the individual or organization for whom the transaction is being conducted.

The information includes the full name, permanent address, Social Security number and/or Employer Identification Number, driver’s license or passport, or occupation or profession of the individual conducting the transaction. We also require the account Owner’s full name; permanent street address; Social Security number and/or Employer Identification Number; and business, occupation, or profession. If this information is not provided, we are required to refuse to handle the transaction.

Requests Not Made in Person – We will accept your
transaction requests or instructions not made in person only if we can reasonably ensure your identity. We may use passwords or PINs, contact you by telephone, or use other means to authenticate your identity and validate your request. Unless you have made special arrangements with us, we have no
obligation to act upon instructions you give us by phone, fax, text message, email, or voicemail.

Death or Incompetence
Notify us immediately if any Owner, Contracting Officer, or Authorized Signer on your account dies or is declared incompetent (by a court or as otherwise permissible, e.g., physician’s letter). Until you or a court gives us written notice of such death or incompetence, we may continue to honor checks, Debits, and instructions as though all Owners, Contracting Officers, or Authorized Signers are alive and competent. We may also freeze, refuse, and/or reverse deposits and transactions if we become aware of the death or incompetence of an Owner, Contracting Officer, or Authorized Signer.

Demand Drafts (commonly referred to as remotely
created checks)
Demand drafts or remotely created checks do not bear your signature. In place of your signature, it bears your printed name or a statement that you authorized the check. You can authorize the creation of a demand draft by telephone by providing the appropriate information, including the MICR code, from a valid check. Common examples of demand drafts are those created by a credit card company, utility company, or telemarketer. If you provide your account number to a third party in order to charge your account by means of one or more remotely created checks or demand drafts, you authorize us to pay such demand drafts, even though they do not contain your signature and may exceed

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the amount you authorized to be charged. This provision shall not obligate us to honor such demand drafts. We may refuse to honor such demand drafts without cause or prior notice, even if we have honored similar demand drafts in the past.

You may not deposit remotely created checks or demand drafts to an account with us without our prior written consent. Upon our request, you agree to provide us with evidence of your authorization to create and/or deposit such demand drafts.

You also agree to indemnify, defend, and hold us harmless from all losses, expenses, costs (including attorneys’ fees), claims, and liabilities related to or arising from such demand drafts, including, without limitation, claims that they were not authorized by the persons on whose accounts the demand
drafts were drawn.

Deposit Insurance
Union Bank accounts are insured to the regulatory limits by the Federal Deposit Insurance Corporation (FDIC). Any deposits (including time deposits) that you maintain in the same capacity directly with Union Bank, PurePoint Financial, or through an intermediary (such as with us or another broker) will be aggregated with deposits in your Deposit Accounts at Union Bank for purposes of the maximum applicable FDIC deposit insurance amount. When we give you information
about products we offer that are not FDIC insured, you will be clearly informed of that fact before you make a purchase decision. You are responsible for monitoring the total amount of deposits that you have with Union Bank and PurePoint Financial to determine the extent of FDIC deposit insurance coverage available to you.

If you’d like more detailed information about FDIC Insurance:

WRITE: FDIC
550 17th Street, N.W.

Washington, D.C. 20429
CALL: 877-275-3342
TTY: 800-877-8339
FDIC hours of operation:

Monday–Friday, 8:00 a.m. – 6:00 p.m. (Eastern Time),
except Federal holidays
Saturday, 8:00 a.m. – 1:00 p.m. (Eastern Time),
except Federal holidays
Closed Sunday
VISIT: www.fdic.gov or www.fdic.gov/EDIE
Deposit Administration Fee
Due to market interest rate conditions, the Bank may assess a negative rate payment which the Bank shall collect by debiting your account. This will be reflected as a deposit assessment fee and will be based on your monthly average balance. See the Business Deposit Fee Schedule for more information.

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Deposits
All deposits made to your account are subject to final
verification, payment, and adjustment by us, even if we cash a check, give you immediate credit for a deposit, or give you cash back from a deposit. In our sole discretion, we may decline to accept any Item for deposit.

If your deposit contains coin or currency, your deposit will receive ledger credit on the next Business Day. We may place a hold on checks you deposit. You will be notified if a hold is placed. During the hold period, these funds may not be withdrawn or used to pay checks or any other transactions on your account. Checks deposited at one of our cash vaults will be forwarded for processing and will receive ledger credit the next Business Day. (See the Funds Availability Policy section described in this Account Agreement.)
If you deposit a check containing a retired (no longer in use) bank routing number or account number, you will not receive credit for the check and it will be returned to you unpaid. You must contact the maker of the check to obtain a replacement check bearing the new routing or account number.

We act only as your collection agent when receiving Items for deposit or encashment. We reserve the right to refuse for deposit, or reverse the credit for, any Item that, in our sole discretion is determined to be unacceptable for forward collection either at the time of deposit or upon subsequent review. We may charge your account for cashed Items should they become lost, mutilated, or destroyed during processing through no fault of Union Bank. Whether or not we reverse a credit, you agree to assist us in collecting the amount of any lost Items by providing us with information and other assistance as we request.

Merchant Card Transactions – In order to conduct merchant card transactions, you must enter into a separate agreement with a merchant services provider (“Provider”). When you initiate a card transaction, the Provider will perform front-end authorization. If approved, the transaction will be transmitted to the Provider for processing. We are not responsible for the acts or omissions of the Provider.

Cash Vault Deposits – You must prepare your deposit in
accordance with our Deposit Delivery Handbook (“Handbook”).

Should you fail to do so, you are responsible for any additional preparation time required for us to transform your deposit into the Handbook format. This may result in additional fees, including fees for rejected pre-encoded Items.

If you submit an Item for deposit that cannot be readily imagecaptured, you agree to indemnify us against any and all liability that may arise from doing so.

Contaminated or Mutilated Deposits – You agree not to
deposit contaminated or mutilated Items or currency.

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Lost Deposits – We will not be responsible for lost or missing deposits if you do not comply with the Handbook. You agree to use your best efforts to provide such copies, images, or MICR information of the Items lost in transit as may be available to you. Additionally, you agree to provide us copies of tapes or cash letter detail.

Rejected Items – Fees may apply for presented checks and/or deposit slips rejected from machine processing for any of the following reasons:
• Non-standard MICR
• Obsolete account number or routing number
• Excessive rejects due to poor-quality printing. “Excessive” means the greater of a) 3 presented checks and/or deposit slips rejected in processing in a statement period or b) the percentage indicated under the Basic Account Services
section in the applicable Fee Schedule of the total of all such Items processed in that cycle.

Additional charges will apply for depositing pre-encoded checks that are rejected for poor MICR quality and/or encoding. Clients who have a monthly reject rate for deposited Items in excess of the published percentage under the Check Processing Services section of the applicable Fee Schedule will be charged for each Item exceeding the allowed published percentage. Individual deposits exceeding the published percentage reject rate may be held over to the next Business Day for processing.

We reserve the right to place any clients who exhibit excessive deposit rejects, either over 25% in one day or over the published percentage for 5 consecutive Business Days, on a daily reject report to assist in resolving the MICR quality problem. If we do so, we may have to delay processing your deposits. There is a fee for each reject report we send you.

Transportation – You and we agree that upon instructions from either of us, an armored carrier or courier service (“Carrier/ Courier”) will pick up and/or deliver coin and currency, checks, Bank documents, other media (e.g., computer reports,
computer tapes, etc.), or valuables (collectively “Materials”) for the purpose of delivering the same to you or us, or as we otherwise agree. You agree that you will use only armored carriers to transport cash or other Materials of intrinsic value. You further agree that your deposits delivered to us by the Carrier/Courier will be packaged in accordance with procedures set forth in the Handbook.

Negotiable Materials must be packaged and delivered to
us in self-sealing and tamper-evident containers or bags.

Suitable containers meeting our specifications are available by contacting us. If you do not obtain containers from us, you must submit sample containers for approval. We reserve the right to refuse containers that do not meet our specifications or that appear to have been tampered with.

The Carrier/Courier is an independent contractor. However, if

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the Carrier/Courier is deemed to be an agent, you and we agree that the Carrier/Courier is your agent and not ours, even though we may pay for the cost of such services. The provisions set forth in this section are exclusively between you and us, and are separate from your agreement with the Carrier/Courier.

We will not be responsible for any liability you may incur as a result of transportation of Materials by the Carrier/Courier to us or any other destination you specify, until we acknowledge receipt in writing of the Materials. If we deliver Materials to the Carrier/Courier, we shall not have any liability upon delivery of such Materials to the Carrier/Courier. Without limiting the foregoing, the transportation of Materials is at your own risk and shall impose no liability on us, including, but not limited to, any liability arising out of their loss, theft, or destruction during transportation. You agree to immediately notify us if any Materials are believed to be lost, missing, or misdirected.

If you think there are missing or erroneous entries shown on your statement, you must tell us within 14 days of discovery or 14 days after we mail, deliver, or otherwise make the statement available to you, whichever is earlier. If you do not, we may refuse to reimburse you for any claimed losses or discrepancies. In addition, if you do not report an error or unauthorized transaction within 6 months after we mail, deliver, or otherwise make the statement available to you, the account balance indicated on your statement will be considered correct.

Your obligation to discover and report such Materials applies whether or not we have acknowledged receipt of a container purported to contain the Materials.

We shall not be held liable for any additional fees charged in excess of the fees originally quoted for the Carrier/Courier service. These may include, but are not limited to, rate increases and fees associated with excess weight, special deliveries, and additional bags. Any agreement by the Bank to pay for services performed by the Carrier/Courier may be terminated at any time by us upon notice to you.

Endorsements
Each deposited check should be endorsed on the back of
the check in the designated endorsement area, including the restrictive endorsement required for Mobile Check Deposits (See Mobile Check Deposit section in this Account Agreement, and the Mobile and Online Banking Service Agreement for Personal and Small Business Accounts). If the endorsement or any marking is made outside of the specified area, we are not liable for any processing delay or loss that may result.

We may require that all endorsers be present to authenticate the endorsement, including those who may have endorsed the Item to you and, for anyone who is not a signer on the account, to have their endorsement guaranteed by that person’s bank.

We also may refuse to accept the check for deposit.

All payees should endorse checks that are jointly payable to

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the Owners of the account. However, we are also authorized to cash or accept for deposit to the account:
• Checks payable to all Owners but endorsed by only one • Checks payable to one or more Owners but endorsed by
another of the Owners
• Checks payable to one or more Owners without
endorsement, in which case we are authorized to provide the endorsement for the Owner(s)
Facsimile Signatures
What is a facsimile signature: A facsimile signature is a procedure or mechanism that causes any check to be drawn on your account with a typed signature, facsimile signature, notation, mark, or other form of mechanical symbol, rather than your actual handwritten signature.

What we require for their use: You agree not to use facsimile signatures on checks unless you provide us with representative samples and we approve their use.

About paying facsimile Items: We may refuse to accept or may pay Items bearing facsimile signatures at our discretion.

What you’re responsible for:
• You agree to assume full responsibility for any and all payments made by us when we rely on signatures that
resemble the actual or facsimile signature(s) you provided (without regard to variation in color or size) in connection with your accounts or services.
• You authorize us to pay any check that appears to bear your authorized facsimile signature, including, but not limited to, Items created by you that display a computer-generated
signature (regardless of whether you provided us with a representative sample) without further inquiry.
• You agree to indemnify, defend, and hold us harmless from any and all actions, claims, losses, damages, liabilities, costs, and expenses (including attorneys’ fees) arising directly or indirectly from the misuse or the unlawful or unauthorized use or copying of facsimile signatures (whether affixed manually, by stamp, mechanically, electronically, or otherwise).

Funds Availability Policy
Your Ability to Withdraw Funds – Our policy is to make funds from your cash and check deposits available to you on the 1st Business Day after the Business Day we receive your deposit.

Electronic direct deposits will be available on the day we receive the deposit. Once they are available, you can withdraw the funds in cash, and we will use the funds to pay checks that you have written, or other Items presented against your account.

Please keep in mind, however, after we make funds available to you and you have withdrawn the funds, you are still responsible for checks you deposit that are returned to us unpaid.

For determining the availability of your deposits, every day is a

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Business Day except Saturdays, Sundays, and Federal holidays.

If you make a deposit before the close of business on a Business Day that we are open, or otherwise state as our Business Day, we will consider that day to be the day of your deposit. If you make a deposit on a Business Day at one of our ATMs before 9:00 p.m. Pacific Time, we will consider that day to be the day of your deposit. However, if you make a deposit after these hours or on a day that is not considered a Business Day, we will consider that the deposit was made on the next Business Day we are open. For example, a deposit made on Saturday is deemed received on Monday, or Tuesday if Monday is a Federal bank holiday.

This Funds Availability Policy applies to checks deposited at a staffed Union Bank facility, at a Union Bank ATM, night depository, lockbox, Express Banking kiosks, or by mail addressed to Union Bank.

This Funds Availability Policy does not apply to checks drawn on banks located outside the United States, checks drawn in a foreign currency, or to checks deposited using Mobile Banking or Remote Deposit Service.

Longer Delays May Apply – In some cases, we will not make all of the funds that you deposit by check available to you on the 1st Business Day after the day of your deposit. Depending on the type of check that you deposit, funds may not be available until the 2nd Business Day after the day of your deposit. The first $225 of your deposit, however, will be available on the 1st Business Day after the day of your deposit.

If we are not going to make all of the funds from your deposit available on the 1st Business Day after the day of your deposit, we will notify you at the time you make your deposit. We will also tell you when the funds will be available. If your deposit is not made directly to one of our employees (for example, at an ATM or lockbox), or if we decide to take this action after you have left the premises, we will mail you the notice by the Business Day after we receive your deposit. If you will need the funds from a deposit right away, you should ask us when the funds will be available.

In addition, some or all of the funds you deposit by check may be delayed for a longer period under the following
circumstances:
• We believe a check you deposit will not be paid.
• You deposit checks totaling more than $5,525 on any one day. • You redeposit a check that has been returned unpaid.
• You have overdrawn your account repeatedly in the last 6 months.
• There is an emergency, such as failure of computer or communications equipment, that prevents us from making
your deposit available to you under the timeframes set forth in our Funds Availability Policy.

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We will notify you if we delay your ability to withdraw funds for any of these reasons, and we will notify you when the funds will be available. They will generally be available no later than the 7th Business Day after the Business Day of your deposit.

Special Rules for New Accounts – If you are a new customer, the following special rules will apply during the first 30 days your account is open.

Funds from electronic direct deposits to your account will be available on the day we receive the deposit. Funds from deposits of cash, wire transfers, and the first $5,525 of a day’s total deposits of cashier’s, certified and teller’s checks, and federal, state and local government checks will be available on the 1st Business Day after the day of your deposit if the deposit meets certain conditions.

For example, the checks must be payable to you. The excess over $5,525 will be available on the 7th Business Day after the day of your deposit. If your deposit of these checks (other than a U.S.

Treasury check) is not made in person to one of our employees, the first $5,525 will not be available until the 2nd Business Day after the day of your deposit. Funds from all other check deposits will be available on the 7th Business Day after the day of your deposit.

Remote Deposit Service
Generally, funds representing a deposit using Remote Deposit Services will be available for withdrawal the Business Day after deposit if the remote check deposit is made prior to
8:00 p.m. Pacific Time. Remote check deposits made on a non-Business Day will generally be available on the 1st Business Day after the Business Day of deposit. However, in some cases, we may delay funds availability up to the 2nd Business Day after the Business Day of your deposit. Funds availability rules set forth in Federal Reserve Regulation CC do not apply to checks deposited using Remote Deposit Services. Fund availability may differ by Item based on float assignment and collectability of each Item.

See the Business Accounts & Services and Transaction Banking Services Disclosure and Agreement for more information.

Mobile Check Deposits
Generally, funds representing a deposit using Mobile Check Deposit will be available to you on the 1st Business Day after the Business Day the deposit is received if the mobile check deposit is made prior to 9:00 p.m., Pacific Time. Mobile check deposits made on a non-Business Day will generally be available on the 1st Business Day after the Business Day the deposit is received.

However, in some cases, we may delay funds availability up to the 7th Business Day after the Business Day the deposit is received.

We will notify you (e.g., by email) if we delay availability of your deposit. Funds availability rules set forth in Federal Reserve Regulation CC do not apply to checks deposited using Mobile Check Deposit.

You agree to either endorse each original check submitted through Mobile Check Deposit with the below restrictive

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endorsement or check the pre-printed box on the back of the check (if available) along with your signature, in order to minimize the effects of possible fraud or duplicate presentment of the same check:
“For mobile deposit only to Union Bank.”
If you neglect to add to each original check submitted for deposit this restrictive endorsement or check the pre-printed box on the back of the check (if available), the Bank may reject the deposit, and will not be liable for losses and/or fees you may incur for reversing or debiting your account for such duplicate presentment.

See your Mobile and Online Banking Service Agreement for Personal and Small Business Accounts for more information.

We may, at our sole discretion, also hold funds you deposit for any reason necessary that we believe would limit your and/or our losses.

Each check deposited through a mobile device will count as one Combined Transaction.

Governing Law
This Account Agreement is governed by federal law and, to the extent not preempted or superseded by federal law, by the governing state law as described below, without regard to its conflict-of-law provisions.
• If you applied for the account in person at one of our branches, then the account is maintained in the state where that branch is located and governed by that state law.
• If you applied for the account online or through another remote method, and at the time you applied you reside in either the state of Washington or Oregon, then the account is governed by the law of the state in which you reside at the time you applied. For joint accounts, this will be determined by the residential address of the owner whose name was
listed first.
• In all other cases, the account is maintained in California and governed by California law.

Your accounts and services also will be subject to applicable clearinghouse, Federal Reserve Bank, funds transfer system, image exchange, and correspondent bank rules (“Rules”).

You agree that we do not have to notify you of a change in the Rules, except to the extent required by law. If there is any inconsistency between the terms of this Account Agreement and the Rules, the terms of this Account Agreement shall supersede the Rules, unless prohibited by the Rules.

Inactive Accounts and Unclaimed Property
Accounts become inactive when there has been no transaction or positive contact with us for a certain period of time, as follows:

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• 12 consecutive months for transaction (demand deposit) accounts
• 18 consecutive months for savings accounts
• 24 months after the first maturity date or date of last customer contact for time deposit accounts
Positive contact will prevent an account from becoming
inactive. Types of positive contact include:
• A deposit or withdrawal performed by you to or from the account. This does not include Bank-initiated transactions, such as service charges, interest payments, or automated deposits and withdrawals.
• Correspondence electronically or in writing concerning the account.
• A signed letter from you relating to the account’s disposition. • An indication from you of your interest in the account, such as contacting us to state your intention to maintain the account, or another record on file with us.

The inactive period begins on the date of the last transaction, last positive contact with us, or first maturity of a time deposit, whichever is latest. We may refuse to post any transactions to an inactive account unless we can confirm that you initiated the transaction. All inactive interest-earning accounts continue to earn interest, except for time deposit accounts that do not automatically renew. Monthly Service Charges and applicable fees for inactive accounts are the same as active accounts.

Charges are not reimbursed for inactive accounts that are later reclassified as active. Also, we may change the delivery of account statements for inactive accounts.

You may receive a written notice that your funds may be surrendered to a state government due to inactivity. The requirement to send a notice is based on the account balance and whether we have a valid address on file. The timing of the notice and minimum account balance for the notice
vary by state.

We will surrender the funds in your inactive account to the state of your last-known address we have on file if the account remains inactive for the time period designated by that state.

Accounts with a foreign address on file will be surrendered to the state of California. Once the account is turned over to the state, you may reclaim the funds by presenting adequate proof of ownership to the appropriate state.

Income Tax Reporting
For certain types of account ownership, we are required by law to report to the Internal Revenue Service (IRS) interest paid or other payments made to you. For interest-earning accounts in which interest is paid on a cycle of one year or less, we report interest in the calendar year in which the interest is paid. For time deposit accounts issued for a term of more than one year for which interest is paid on a cycle of greater than one year, we report interest annually for interest accrued in the current

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calendar year. A tax-reporting notice will be sent to you for interest-earning accounts if the interest earned is $10 or more.

International Transactions
Union Bank offers foreign exchange services, including basic spot purchases, hedging instruments, wire payment services, or Foreign Transfers (as defined herein), Foreign Currency Demand Accounts (FCDAs), and Foreign Currency Time Deposits
(FCTDs). With respect to Foreign Transfers certain specific terms may apply- see the section entitled Foreign Transfers (Sending Funds Outside the United States); Currency Conversion; or if you utilize Transaction Banking Services subject to the Transaction Banking Services Disclosure and Agreement, see the section entitled Foreign Transfers; Currency Conversion located therein.

Transactions processed in foreign currency denominations are subject to daily changes in exchange rate. When we
convert a transaction, we may determine at our sole discretion the currency exchange rate and then assign that currency exchange rate to your transaction, without notice to you. You agree to this procedure and accept our determination of the currency exchange rate.

We may consider many factors in setting our currency
exchange rates. Some of these factors are exchange rates set by others, our desired rates of return, market risk, and credit risk. We are not responsible for any liability you may incur if our currency exchange rates are different from rates 1) offered or reported by third parties; 2) offered by us at a different time, at a different location, or for a different transaction amount; or 3) that involve different payment media such as bank notes, checks, and wire transfers. You acknowledge that:
• Our currency exchange rates for retail and commercial transactions, and for transactions conducted after our regular business hours or on weekends, are different (and usually less favorable to you) from the exchange rates for large interbank transactions conducted during a Business Day (the rates reported in The Wall Street Journal or elsewhere are usually for large interbank transactions);
• Currency exchange rates offered by other dealers or shown at other sources (including online sources) may be different from our rates.

For further information on specific foreign exchange services, including additional risks, restrictions, and other requirements, please contact the Markets Foreign Exchange Department at 213-236-6943.

Large Cash Withdrawals
For security purposes, we have the right to limit the amount of cash we will provide on demand at a branch, including at Express Banking kiosks. We may require reasonable advance notice for large cash withdrawals. You agree that we are not responsible for providing for your security in such transactions,

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and that we may require that you make advance arrangements with a licensed armored carrier for such withdrawals. Cash withdrawals greater than $50,000 will generally not be
accommodated at a branch.

Legal Process
We will comply with any writ of attachment, execution,
garnishment, tax levy, restraining order, subpoena, warrant or other legal process, except where prohibited by applicable law. To the extent legally permissible, we may notify you of such process by telephone, electronically, or in writing. If we are not fully reimbursed for our record research, photocopying, and handling costs by the party that served the process, we may charge such costs, in addition to our legal process fee, to your account. You agree to reimburse us for any cost or expense, including attorneys’ fees, that we incur in responding to legal process related to your accounts.

We may not pay interest on any funds we hold or set aside in response to legal process. You agree that we may honor legal process that is served personally or by mail, email, or facsimile transmission at any of our branches (including locations other than where the funds, records, or property sought are held), even if the law requires personal delivery at the branch where your account or records are maintained. You acknowledge that accounts opened with trust or fiduciary designations (e.g., “XYZ, Inc.—Client Trust Account”) may be subject to levies and other legal process against your property unless our records clearly reflect the existence of an express written trust or court order.

Limitation of Liability; Indemnity
Except as otherwise stated in this Account Agreement or as required by law, we will be liable to you only for damages arising directly from our gross negligence or intentional misconduct.

We will not be responsible for any loss, delay, cost, or liability that arises, directly or indirectly, in whole or in part, from: a) your actions or omissions, or those of third parties, that are not within our immediate and reasonable control; b) your negligence or breach of any agreement with us; c) any ambiguity, inaccuracy, or omission in any instruction or information provided to us; d) any error, failure, or delay in the transmission, processing, or delivery of data, records, or Items due to a breakdown in any computer or communications facility; e) causes beyond our reasonable control, including but not limited to an act of nature (e.g., fire, flood, earthquake, etc.), war or military action, strikes or labor disputes, embargoes, government action, accidents, civil unrest, terrorist attacks, or any other force majeure event; f) the application of any government or funds transfer system rule, guideline, policy, or regulation; g) the lack of available funds in your account to complete a transaction; h) public health emergency or communicable disease outbreak; or i) our inability to confirm to our satisfaction the authority of any person to act on your behalf.

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We will not be liable under any circumstances for any special, consequential, indirect, or punitive damages that you incur in connection with your account(s), even if we are aware of the possibility for such damages, unless specifically imposed by a statute that cannot be waived by the parties.

You acknowledge that our fees have been established in
contemplation of a) these limitations on our liability, and b) your agreement to review statements and notices promptly and to notify us immediately of any discrepancies or problems.

You will indemnify us against and hold us harmless from any and all liabilities, claims, costs, expenses, and damages of any nature (including reasonable attorney’s fees) arising out of or relating to disputes or legal actions by parties other than you and us concerning your accounts and services. The obligations contained in the preceding sentence will continue after your account or service is terminated. This section does not apply to any cost or damage incurred by a third party that is attributable to our gross negligence or intentional misconduct and for which we are legally responsible.

Limitation on Time to Bring Action
Unless otherwise required by law, an action or proceeding by you to enforce an obligation, duty, or right arising under this Account Agreement or by law with respect to your account or any account service must be commenced no later than one year after the day the cause of action occurs. Nothing in this section will serve to lengthen any shorter time frames required for you to act as set forth in contract or statute.

Multiple Signatures
It is not our general policy to offer accounts on which 2 or more signatures are required to conduct transactions. This means that you agree that an Authorized Signer, acting alone, may sign checks, withdraw or transfer funds, give us instructions regarding the account, close the account, or establish additional accounts in the same name or names that are subject to the same
signature requirements. If you indicate on your signature card, on another account document, or elsewhere that more than one signature is required for a transaction, this indication is for your own internal procedures and controls, but it is not binding on us unless we have expressly agreed in writing.

Exceptions – We generally offer accounts on which more
than one signature is required for transactions only under the following circumstances:
• Legal Orders – The account is subject to a legal order, which expressly requires more than one signature for withdrawals. • Legal Requirements – The account is one required by law to be held by 2 or more persons who must act together to exercise their legal authority over the funds in the account. • Accounts Held by Formal Trusts – The account is held by a trust (other than a “business trust”) whose written terms require more than a single signature for withdrawals.

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• Other Signature Requirements by Special Arrangement
Only – As agreed upon by the Bank and you.

Signature requirements for accounts opened before April 1, 2005, remain unchanged.

Night Depository Service
This service is available at most of our branches and allows you to make deposits to your account using the night depository facility (the “Facility”).

Making Deposits – Each deposit into the Facility shall include only cash or Items intended for deposit to one or more of your accounts with us. The deposit shall be contained, in accordance with our instructions, in a self-sealing plastic pouch (“Pouch”) supplied or approved in advance by us. The Pouch shall include an itemized list of the cash and other Items in it.

You shall retain a copy for your records and will use your best efforts to verify that each Pouch reaches the vault portion of the Facility.

Processing Deposits – Deposits made before the Facility’s cutoff time will receive same-day credit. Deposits made at the Facility after the cutoff hour may not be collected and processed until the beginning of the next Business Day.

Only the cash deposit in a Pouch will be transported to one of our centralized cash vaults for counting. Deposits containing both cash and Items in the same Pouch may be processed at the branch where the Facility is located. Disputes of any cash adjustments must be submitted in writing, to your branch of account, within 10 days following receipt of any cash adjustment notice.

Equipment and Procedures – You agree to use the Facility only with keys supplied by us and to notify us immediately if you lose any key to the Facility or should a key become unusable for any reason. You agree not to duplicate any keys and to take all reasonable precautions to prevent unauthorized persons from tampering with a Pouch. If you observe any Facility equipment that is missing, defective, damaged, or inoperable, notify us immediately.

Depositor Agreement – We may withdraw the Facility from use at any time in cases of emergency or the need to make repairs, without providing you notice. Either you or we may terminate this service at any time by written notice to the other, and upon any such termination you shall promptly return, or pay the cost of replacing, all equipment we have furnished to you.

Notice
Any notice you are required to give us by law or by this Account Agreement, or other order or instruction you may give us, must be in writing and mailed or delivered to us at your branch of account or any address we specify, unless prescribed otherwise

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in this Account Agreement. You agree that we shall be allowed a reasonable period of time to act upon any such notice, order, or instruction.

Online Services
Our Online Banking service allows you to access your accounts and conduct banking via the Internet. The service allows you to check balances, transfer funds, pay bills, view statements and check images, receive account notifications, and more.

Some services may also be available through a wireless device.

Use of the Online Banking service is governed by one or more separate agreements for online services, which supplement this Agreement.

Opening Additional Accounts
We may, at our option, open additional accounts upon your consent by telephone, written, or online instructions. These accounts must be in the same title as previously established accounts you maintain.

Presentment of Debits
We may charge your account on the day a check or other
Debit transaction is presented, re-presented or returned to us, whether by physical delivery or electronically. We may charge your account or place a hold on funds at an earlier time if we receive an electronic or other notice that such Debit has been submitted for payment, collection or return at another financial institution, or if a business notifies us that it is processing a Debit against your account (e.g., a point-of-sale purchase using a Debit Card). We may determine your account balance for the purpose of deciding to dishonor a Debit for insufficient funds at any time between the time we receive the Debit or notice of it and the time we must return it unpaid. We are not obligated to make this determination more than once.

We may charge your account when a copy of a check or other Item drawn against your account is presented, or re-presented to us for payment by another financial institution in place of the original, whether or not the original check is lost, mutilated, destroyed, or otherwise unavailable. You agree that we shall have no liability to you for paying such a copy, unless you are able to show to our satisfaction that a) you did not issue or otherwise authorize the original, or the terms of the copy we paid are materially different from the terms of the original and b) you received no benefit from the payment of the copy. Claims arising from the payment of a copy are subject to the provisions of the Claim of Loss section of this Account Agreement. See the Reviewing Statements subsection of the Account Statements section of this Account Agreement.

Pricing Regions
Interest rates, fees, and charges for accounts and services may vary based on where your branch is located or how you open

77 BUSINESS ACCOUNTS & SERVICES
your account. Rates and fees may vary from state to state or within a state.

Processing Cutoff Hour
If we receive a check for payment on a Saturday, Sunday, or Federal holiday; after close of business on a Business Day we are open; or as otherwise posted, we may consider it received on the next Business Day. Time refers to Pacific Time.

Our processing cutoff hour with respect to any knowledge, notice, stop payment, or legal process received by us involving a check, is one hour after the opening of the Business Day following the Business Day on which we receive the check. The cutoff hour with respect to setoffs exercised by us is midnight of the Business Day following the Business Day we receive a check, or such later time by which we must return the check.

The cutoff hour determines our obligation under applicable law to pay or return certain checks that have been received (but not finally paid) by us on the previous Business Day.

Purchase of Monetary Instruments
Cashier’s checks or money orders (monetary instruments) sold by us may be purchased only with a check drawn on or a debit to a Union Bank transaction account. We may refuse to permit a purchase with cash. In other words, cash must first be deposited into a Union Bank transaction account to purchase a monetary instrument. Customers with nontransactional deposit accounts, such as time deposits or IRAs, should speak to a Bank officer for special processing of their transaction.

Request for Purchase of Cashier’s Checks – Clients of The Private Bank may purchase a cashier’s check in person at a bank branch location. They may also request purchase
by contacting customer service for their specific segment.

Security procedures apply to such remote requests. For
requests made through customer service, a written request signed by an Authorized Signer on the account that is funding the purchase may be received via secure message, encrypted email, or U.S. Postal Service.

Record Search
Copies of checks, statements, or other similar transaction records may be available upon request for up to 7 years after the statement date. We may charge you a research fee in addition to a copy fee. If we cannot provide you with a copy of a check prior to the expiration of this 7-year retention period and you lose money as a result, we may cover the loss up to the amount of the check. However, we will not be liable for any consequential damages.

Sharing of Information
When periodic statements are combined, whether or not at your request, you agree that copies of these statements, which

78 BUSINESS ACCOUNTS & SERVICES
include information on other accounts and services, may be provided to any Owner, Contracting Officer, Authorized Signer, or other person authorized by any of them. You authorize us to release information regarding the status and history of your loan and deposit accounts to others, including, without limitation, our parent company and affiliates, as described below. You understand that information you have provided us, including, but not limited to, your account files, account opening documents, and credit history, as well as information concerning your creditworthiness, may be updated and
shared with others within the Bank and/or the Bank’s affiliates, subsidiaries, or parent, from time to time for consideration of other products and services, as applicable.

We may report information about your account to credit
bureaus or other consumer reporting agencies. Late payments, missed payments, overdrafts, or other defaults on your
account may be reflected in the records of such agencies.

We may also disclose information about your account to an account verification service in addition to a credit reporting agency if we close your account due to unsatisfactory
handling, fraud, attempted fraud, or criminal activity. Under these circumstances, the information disclosed may include the name, address, taxpayer identification number, and
driver’s license number of any Owner; the date the account was closed; the reason for its closing; and the fact that the account was closed at our request. Other financial institutions subscribing to the account verification service may be supplied with this information.

All Owners, Contracting Officers, and Authorized Signers agree that we may obtain name and address information from the records of any state Department of Motor Vehicles, and all expressly waive their rights under applicable law or regulation to keep such information confidential.

The Bank may engage agents, service providers, affiliates, branches, and/or units located in any country, to perform data processing, collection and other services in connection with your accounts and services. You authorize us to transfer and/or provide access to your information to these entities at such locations as we deem appropriate.

Telephone and Electronic Communication
Monitoring or Recording
We may monitor telephone conversations and electronic
communications for quality control and security purposes. We do not record telephone conversations without notice to you.

Withholding of Income Tax
When we must withhold funds for taxes: Unless you are exempt under federal law, we are required to withhold a portion of your taxable interest and certain other payments (this is referred to as backup withholding) if you fail to supply us, under penalty of

79 BUSINESS ACCOUNTS & SERVICES
perjury, with your correct taxpayer identification number (TIN); you fail to provide us with the required certified information; the IRS instructs us to withhold; or the IRS notifies you that you are subject to backup withholding.

What tax information you must provide: You must provide your TIN whether or not you are required to file a tax return. You also must certify that you are not subject to backup withholding.

About reporting interest: We may report interest and other payments to you to the IRS, along with your TIN. All paid interest or other payments made during the year will be aggregated for reporting purposes.

What happens if you don’t provide your TIN: We may refuse to open, and we may close, any account for which you do not provide a certified TIN, even if you are exempt from backup withholding and information reporting. To avoid possible erroneous backup withholding, an exempt payee should furnish its TIN and indicate on the signature card that it is exempt.

You may be subject to civil and criminal penalties if you fail to provide us with a correct TIN or falsify information with respect to withholding. For additional information on interest reporting and withholding, contact your tax advisor or the IRS.

What to do if you have exempt status: Nonresident aliens or foreign entities not subject to information reporting must certify their exempt status by completing an appropriate IRS certification form (e.g., W-8 BEN). Nonresident aliens may be required to certify their exempt status every 3 years (or earlier upon request) to avoid tax withholding.

DISPUTE RESOLUTION
Applicable Law; Severance
This Account Agreement evidences transactions in interstate commerce. The Federal Arbitration Act governs the interpretation and enforcement of this provision. Except as otherwise provided herein, if any part of this provision is deemed to be invalid or unenforceable, that part will be severed from the remainder of this provision and the remainder of this provision will be enforced.

Resolution of Claims by Arbitration
PLEASE READ THIS PROVISION CAREFULLY. UNDER THIS

PROVISION, YOU WAIVE YOUR RIGHTS TO TRY ANY CLAIM

IN COURT BEFORE A JUDGE OR JURY AND TO BRING OR

PARTICIPATE IN ANY CLASS OR OTHER REPRESENTATIVE ACTION, EXCEPT AS SET FORTH HEREIN.

The following provision applies to any claim, cause of action, proceeding, or other dispute between us concerning this Account Agreement (each, a “Claim”), including all questions of law or fact relating thereto:

80 BUSINESS ACCOUNTS & SERVICES
Arbitration Procedure

YOU AND WE AGREE THAT ANY CLAIM MAY BE BROUGHT ONLY

IN AN INDIVIDUAL CAPACITY, AND NOT AS A REPRESENTATIVE

OR MEMBER IN ANY CLASS OR OTHER REPRESENTATIVE
ACTION (“CLAIM LIMITATION”); EXCEPT THAT THE FOREGOING

CLAIM LIMITATION SHALL NOT APPLY TO ANY CLAIM FOR
PUBLIC INJUNCTIVE RELIEF. The arbitrator may not consolidate more than one person’s Claims, and may not otherwise preside over any form of a class or other representative action. If this specific paragraph is determined by the arbitrator to be unenforceable with respect to any Claim, then (i) this Arbitration provision shall be null and void with respect to such particular Claims, (ii) all such Claims to which this Arbitration provision is deemed unenforceable shall be determined in accordance with the provision of this Account Agreement entitled Resolution of Non-Arbitrable Claims; provided that this arbitration provision shall continue in full force and effect with respect to all other Claims.

Resolution of Non-Arbitrable Claims –
If your account or safe deposit box is at a branch in
California or was opened online, the following applies: All Claims that are not arbitrable under this Account Agreement (including Claims for which the Arbitration provision is deemed unenforceable or for which the Claim Limitation
applies), including all questions of law or fact relating thereto, shall at the written request of any party, be determined by judicial reference pursuant to the California Code of Civil Procedure.

You and the Bank acknowledge that in such event, a jury will not decide such Claims. The parties shall select a single neutral referee, who shall be a retired state or federal judge (the “Referee”). In the event that the parties cannot agree upon a Referee, the court shall appoint the Referee. The Referee shall report a statement of decision to the court. Nothing in this provision shall limit the right of any party at any time to exercise self-help remedies, foreclose against collateral, or obtain provisional remedies. The parties shall bear the fees and expenses of the Referee equally, unless the Referee orders otherwise. The Referee shall also determine all issues relating to the applicability, interpretation, and enforceability of this provision.

If your account or safe deposit box is at a branch in a state other than California, the following applies: To the maximum extent permitted by law, you and the Bank intentionally and deliberately waive the right to a trial by jury to resolve all Claims that are not arbitrable under this Account Agreement (including Claims for which the Arbitration provision is deemed unenforceable or for which the Claim Limitation
applies), including all questions of law or fact relating thereto.

If the waiver of jury trial set forth in the paragraph immediately above is not enforceable for any reason, then you and the Bank agree that all such Claims, including all questions of

81 BUSINESS ACCOUNTS & SERVICES
law or fact relating thereto, shall, at the written request of any party, be determined by judicial reference pursuant to applicable state statutes. You and the Bank acknowledge that in such event, a jury will not decide such Claims. The parties shall select a single neutral referee, who shall be a retired state or federal judge (the “Referee”). In the event that the parties cannot agree upon a Referee, the court shall appoint the Referee. The Referee shall report a statement of decision to the court. Nothing in this provision shall limit the right of any party at any time to exercise self-help remedies, foreclose against collateral, or obtain provisional remedies. The parties shall bear the fees and expenses of the Referee equally, unless the Referee orders otherwise. The Referee shall also determine all issues relating to the applicability, interpretation, and enforceability of this provision.

Arbitration Costs
Unless the applicable arbitration rules are more favorable to you, we will advance (i) all arbitration costs in an arbitration that we commence and (ii) the first $2,500 in arbitration filing, administration, and arbitrator’s fees in an arbitration that you commence. To the extent allowed by applicable law and our agreements, the arbitrator may award arbitration costs and attorneys’ fees to the prevailing party (which may include any fees and/or costs we advanced).

Claims Covered
Claims subject to arbitration hereunder shall include all of the following:
• Claims arising out of or related to this Account Agreement, including any applicable prior or later versions to which you are bound
• Claims arising out of or relating to any aspect of any relationship between us that is governed by this Account Agreement,
whether based in contract, tort (e.g., negligence or intentional misconduct), statute, or any other legal theory
• Claims that relate to the construction, scope, applicability, or enforceability of this provision
• Claims that arose before we entered into this Account Agreement or any other agreement or relationship between us that is governed by this Account Agreement (including, but not limited to, Claims relating to advertising)
• Claims that may arise after the termination of this Account Agreement or any other agreement or relationship between us that is governed by this Account Agreement
• Claims asserted by or against your or our respective subsidiaries, affiliates, agents, employees, predecessors-in-interest, personal representatives, heirs, and/or successors and assigns
Claims Not Covered
Claims subject to arbitration hereunder shall not include the following:

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• Any Claim made in any proceeding that you commence in small claims court, so long as it remains in that court
• Any Claim arising out of the exercise by either of us of any self-help remedy, including any offset, account hold or freeze, or repossession
• Any Claim arising out of or related to an obligation secured by an interest in real property
Option to Arbitrate
Either you or we may elect in writing, without the consent of the other, to arbitrate all Claims covered by this provision. This provision will be broadly interpreted in accordance with the following paragraphs.

Returned Items
Items You Cash or Deposit – If you cash or deposit an Item that is later returned unpaid (or we get a notice that it will be returned unpaid), we may 1) charge your account the amount of that Item plus interest; or 2) resend the Item through our standard check process electronically or on a collection basis.

We may also place or extend a hold related to the Item and charge you a fee or other expense related to the collection process. Whether or not we resend the Item for processing or collection, we will charge your account a Returned Item Fee each time, even if the Item is ultimately paid.

If we receive an affidavit or declaration under penalty of perjury, or any other type of claim or demand pursuant to applicable law, regulation, or similar authority, stating that you were not entitled to the proceeds of a check or other Item deposited to your account, we may debit that amount against any accounts you have with us, whether such accounts are held solely or jointly in your name.

If you are receiving government payments, whether by
check or by electronic transfers to your account through the government’s direct deposit program, and we receive notice from the government reclaiming amounts previously credited, you agree that we may debit any of your accounts, whether such accounts are held solely or jointly in your name, for the amount reclaimed. You further agree to pay us immediately for any amount we are obligated to pay if you do not have sufficient funds in your accounts.

We are not obligated to question why an Item is returned. We are also not required to evaluate if the return was timely. You waive any claim against us regarding the payor bank’s midnight deadline, final settlement, and notice of dishonor and protest.

You agree that we may, but have no obligation to, notify you of any Item that is or may be returned.

You agree that if an Item deposited to or cashed against your account is paid and at any later time returned by the payor bank claiming that it was altered, forged, or unauthorized, or should not have been paid for any reason, we may debit or hold any of

83 BUSINESS ACCOUNTS & SERVICES
your accounts for the amount of that Item. We may also charge you a fee.

Checks You Write – If we return a check that you write unpaid, the depositing bank may redeposit it electronically.

An electronically redeposited check will appear on your statement. Contact us if you want a copy of the check.

Returned Items – Custom Service
We offer the following returned Item services. We may charge a fee for each service you select below.
• Automatic Re-Clear – An automatic re-clear occurs when we send a returned Item to the bank on which it is drawn a second time in an attempt to obtain payment. You can
set a maximum amount and have all checks under that
amount automatically re-clear, or you can have all checks automatically re-clear. This service requires approval from your branch, which may discontinue the service at any time with notice to you.
• Endorsement Guarantee and Re-Clear – If you cash or
deposit a check with a missing endorsement and it is returned unpaid by the paying bank, we will provide the missing
endorsement guarantee and re-clear the check.
• Duplicate Notice – If requested, we can send you a
duplicate notice of returned Items or an additional notice with the image replacement document (IRD), also known
as a substitute check, to either your primary address or an alternate address.
• Charge Returned Items and Fees to an Alternate Account – We can charge the amount of the returned Items and
associated fees to an alternate account of your choice.

Centralized Returns Using an Alternate Bank of First Deposit – • Notification of Service – If you centralize the processing of your depository returns through another financial
institution, you agree to notify us at least 10 Business Days in advance of commencing the use of an alternate bank of first deposit endorsement stamp or spray. In preparation for using an alternate bank of first deposit, you agree to submit, 10 Business Days prior to use, a sample of the actual endorsement spray or stamp on the back of a physical check and receive approval from us as to its acceptability.
• Endorsement Standards – We will validate your compliance with applicable law, as well as industry standards, such as Specification for the Placement of MICR Printing, in regard to endorsement content and placement. If you do not
communicate your endorsement changes to us or submit your endorsements for review, you agree to take full responsibility for any damages arising from the failure to comply.
• Placement of the Endorsement – When applying an alternate bank of first deposit endorsement, you should place such an endorsement on the back of the check, so that the bank of first deposit’s routing number is wholly contained in the area 3.0

84 BUSINESS ACCOUNTS & SERVICES
inches from the leading edge of the check to 1.5 inches from the trailing edge of the check. The leading edge is defined as the right side of the check looking at it from the front.
• Client Deposit Preparation and Delivery Channel – Refer to the Handbook for specific instructions on deposit preparation. In addition, you may only submit deposits that have centralized returned Item processing at an alternate bank of first deposit through the channels designated as acceptable by us.

If you use a non-approved channel, then your work will be processed using Union Bank as the bank of first deposit for the endorsement. When you use a non-approved channel, we will spray over your endorsement with ours. This will be a violation of applicable law as well as the industry standards. We will hold you liable if a claim arises in this case.

Returned Items – Notification
Deposited Items Returned on the Web – The Deposited Items Returned on the Web service includes the following standard features: a) view images of the front and back sides of unpaid deposited Items charged back or re-cleared and b) download text information regarding those Items. Other optional features available in the Web module include viewing text information for early warning of large dollar returns, and decisioning that a deposited Items returned be either charged back or re-cleared for a second or later presentment.

Not all clients using Deposited Items Returned on the Web have decisioning capabilities. The decisioning feature is considered an extension of credit and is not available to all clients. If you have access to this feature, you agree to submit your decisions by 11:00 a.m. (Pacific Time) on Business Days, unless we otherwise notify you of an extension to this deadline. If you do not submit a decision for an Item by 11:00 a.m. (Pacific Time), you agree that the Item will default to chargeback and be posted to your account the next day. Only Items returned for the first time as NSF or UCF, as defined below, are eligible for decisioning. On occasion, an Item that normally would be presented to you for decisioning will be charged back.

NSF – Nonsufficient Available Funds. A check is returned as NSF when it is presented for payment and returned unpaid because the drawer’s account does not have sufficient funds available for payment.

UCF – Uncollected Funds. A check is returned as UCF when the drawer’s account does not have sufficient collected funds available for payment.

Early Warning of Large Dollar Return Items – This service is intended to give you earlier notice when a large dollar Item you have deposited may be returned unpaid.

Paying banks are generally required to provide prompt notice to the depository bank when the amount of an Item being returned is $5,000 or more. This dollar threshold is substantially higher

85 BUSINESS ACCOUNTS & SERVICES
for certain paying banks, including Union Bank, that have agreed with one another to adopt a different threshold. When we receive a notice that a large dollar Item you have deposited may be returned, we can relay that information to you the same Business Day we receive it. Paying banks may also send us a cancellation of a previous notice, which we can also relay to you the same day we receive it. Delivery channels include the Web module for Deposited Items Returned and Information Reporting.

Note that we can only report to you what has been reported to us. We will not be held responsible for the failure of any paying bank to notify us that a large dollar deposited Item is being returned unpaid, or for a paying bank’s delay in doing so. Under some circumstances, by the time we receive the paying bank’s notice of a returned deposited Item, we may have already received the Item and posted it to your account.

Security Interest; Right of Setoff Order
Balances in your deposit accounts may be subject to our right of setoff for payment of loans or other debts you owe us. When we set off a debt you owe us, we reduce the funds in your account up to the amount of the debt. If you are a sole proprietor, we may exercise our right to charge personal accounts you maintain with us, whether alone or jointly with others. If your business is a partnership, we may charge the personal accounts any general partner maintains with us, whether held alone or jointly, for amounts the partnership owes us. We will notify you if we exercise our right of setoff. If we exercise our right of setoff against a time deposit account, an early withdrawal penalty or compensating penalty may apply.

Additionally, you agree that to secure your obligations owed to the Bank under this Agreement, you grant to the Bank a lien on and a security interest in your deposit accounts. This obligation includes both secured and unsecured debts. The rights in this section are in addition to any other security interest or rights of setoff you have granted to the Bank.

Services for Disabled Individuals
We provide several aids to help individuals with hearing, vision, speech impairments or other disabilities. Please contact us for information regarding guideline checks, specially formatted materials, and telephone services for the visually impaired; telecommunication devices for the hearing impaired; and other accommodations available to help individuals with special needs.

Waiver of Fees – Deposit account services fees for
Telephone Banking are waived to those persons who are
blind or visually impaired.

Severability
If any of the provisions of this Account Agreement are
determined to be invalid or unenforceable, that part will be

86 BUSINESS ACCOUNTS & SERVICES
severed and, the remainder of the Account Agreement shall remain in full force and effect.

Third-Party Service Providers
Some of our services, such as ATM and online services, are dependent upon third-party service providers. We are subject to those providers’ rules when we or you use their services.

You agree to those rules, unless the law or a written agreement with us states otherwise. We are not responsible for any liability that you may incur as a result of a third-party service provider’s delay, disruption, or failure of services. We do not guarantee the services you receive from such providers and are not responsible for the services they provide you, unless the law or a written agreement with us states otherwise.

We can choose which service providers to use, and may
change a service provider at any time without notice to you.

Transferring or Assigning Rights to Your Account
Unless we agree otherwise, your accounts are non-transferable and non-assignable. You may not grant, transfer, or assign any of your rights to an account without our prior written consent. We are not required to accept or recognize an attempted assignment of your account or any interest in it, including a notice of security interest.

Waivers
We may delay enforcing our rights under this Account
Agreement without losing them. Any waiver by us shall not be considered a waiver of other rights or of the same right at another time. You waive diligence, demand, presentment, protest, and notice of every kind, except as otherwise set forth in this Account Agreement.

87 BUSINESS ACCOUNTS & SERVICES

COMMUNICATION WITH US
When you need to:
• Report a lost or stolen ATM Card or Debit Card, compromised PIN, or Online Banking access code (call us immediately)
• Check account balance
• Check rate information
• Find out if a direct deposit has been made
• Report errors concerning Deposit Card, ATM Card, Debit Card, ACH or online transactions, or check conversion
• Stop payment on checks
• Cancel online bill payment
• Place a postdated check stop payment
• Cancel preauthorized electronic payment (ACH)
Domestic and Foreign Wires
• Report a wire transfer error
Report an error regarding an ACH transaction
Telephone Banking
When you need to:
• Use or ask questions about Telephone Banking
• Report errors concerning Telephone Banking transactions • Access TDD Telephone Banking for hearing-impaired customers Private Bank Client Service
Priority Banking Client Services
Japanese Customer Service Unit
Global Markets Foreign Exchange

88 BUSINESS ACCOUNTS & SERVICES
Call
877-671-6877
Automated service:
24 hours
7 days a week
Agent assisted service:
7:00 a.m. – 7:00 p.m., Monday – Friday
8:00 a.m. – 5:00 p.m., Saturday
(Pacific Time), except Federal holidays
Union Bank – Wire Services Department
1980 Saturn St. V02-490, Monterey Park, CA 91755-7417
Contact the originating branch Direct Access customers:
or office, or you can contact 800-922-9473
Customer Service at 7:30 a.m. – 5:00 p.m.,
877-671-6877 Monday – Friday (Pacific Time)
877-671-6877 Fax 800-456-9185
Call
877-671-6877
Automated service:
24 hours, 7 days a week
Personal service:
7:00 a.m. – 7:00 p.m., Monday – Friday
8:00 a.m. – 5:00 p.m., Saturday
(Pacific Time), except Federal holidays
800-826-7345
888-826-2669
8:00 a.m. – 5:00 p.m., Monday – Friday
(Pacific Time), except Federal holidays
800-888-6466
7:00 a.m. – 7:00 p.m., Monday – Friday
8:00 a.m. – 5:00 p.m., Saturday
(Pacific Time), except Federal holidays
877-479-5237 (from the U.S.) or 323-720-7554 (outside the U.S.) 8:00 a.m. – 5:00 p.m., Monday – Friday
(Pacific Time), except Federal holidays
213-236-6943 7:00 a.m. – 4:00 p.m., Monday – Friday
(Pacific Time), except Federal holidays

89 BUSINESS ACCOUNTS & SERVICES
NOTES

90 BUSINESS ACCOUNTS & SERVICES
NOTES

84158 (01/01/2022)
©2022 MUFG Union Bank, N.A. All rights reserved. Member FDIC.

Union Bank is a registered trademark and brand name of
MUFG Union Bank, N.A. unionbank.com

Disclosure and Agreement
Transaction
Banking
Services
EFFECTIVE JANUARY 1, 2022

TABLE OF CONTENTS
INTRODUCTION .......................................................................... 1 TRANSACTION BANKING SERVICES ................................. 1 Account Reconcilement ............................................................ 2 Account Transfers ........................................................................ 3 Automated Clearing House (ACH) .......................................... 3 Security Procedures and Controls........................................... 4 ACH Online Service ...................................................................... 5 Transmission ACH Service ......................................................... 5 ACH Exchange Service................................................................ 5 Higher-Risk ACH Originator Activity........................................ 6 ACH Fraud Deterrent Services ................................................ 11 Commercial Cash Services .....................................................12 Commercial Loan Services .....................................................13 Controlled Disbursement Service..........................................14 E-Lockbox Service ......................................................................15 Electronic Alerts ...........................................................................16 Electronic Data Interchange (EDI) Service ..........................17 Electronic Bill Payment and Presentment ...........................17 Information Reporting................................................................19 Integrated Payables Service ...................................................19 Investment Sweep.......................................................................22 Invoice-to-Pay Service...............................................................23 Internet-Initiated or Application Programming
Interface-Initiated Transactions
(WEB, CCD, Debit Card, and Credit Card) .......................25 IVR-Initiated Transactions
(TEL, CCD, Debit Card, and Credit Card) .........................27 Liquidity Center ...........................................................................27 Lockbox .........................................................................................28 Positive Pay Services ..................................................................33 Real-Time Payments (Receive Only)......................................35 Remote Deposit Services .........................................................36 Telephone-Initiated Transactions
(TEL, PPD, CCD, Debit Card, and Credit Card) ..............43 Total Biller Solution......................................................................44 Web Service: MUFG Exchange
(F/K/A Financial Center)..........................................................46 Wire Transfer Services ..............................................................49 Zero Balance Accounting ........................................................52 GENERAL PROVISIONS .........................................................53 Changes to a Service ................................................................53 Communications ........................................................................53 Compliance with Laws, Operating Procedures, and
Guidelines; Bona Fide Transactions...................................54

Confidentiality .............................................................................54 Customer Responsibility ...........................................................55 Cutoff Hours .................................................................................55 General Matters ...........................................................................55 Information Processing and Reporting ...............................56 Limitation of Liability; Indemnity ...........................................57 Limitation of Time to Bring Action ........................................58 Limitation on Third-Party Use and Access .........................58 Notifying Us of a Problem ........................................................58 Representations and Warranties ...........................................58 Software License ........................................................................58 Termination ...................................................................................59 GLOSSARY OF TERMS ............................................................59

1 TRANSACTION BANKING SERVICES

INTRODUCTION
MUFG Union Bank, N.A., is pleased to provide Transaction Banking Services to meet your business needs. The terms and conditions under which we provide Transaction
Banking Services to you are contained in this disclosure (the “Agreement”). This Agreement is used in conjunction with the Business Accounts & Services Disclosure and Agreement, which covers deposit account terms and conditions. Please read this Agreement carefully and keep a copy for your records.

The General Provisions and Glossary of Terms sections contain the terms and conditions applicable to all services (“Service” or “Services”). You also agree to those sections that contain the specific terms and agreements that relate to the Services we provide to you. If you would like an additional Service, it will be covered by these terms and conditions once we have approved your use of the Service. You may begin using the Service when we have received all required and properly executed forms, and you have successfully completed any testing or training requirements.

Whenever you use any of the Services, you agree to be bound by these terms and conditions, as amended from time to time, and to follow the procedures in the applicable Materials, User Documentation, and Customer Manual. We may change, delete, or add to the terms and conditions by giving you notice. Your continued use of any Service after the effective date of the change will indicate your agreement to the new terms and conditions.

Certain capitalized terms used in this Agreement are defined in the glossary. The terms “we,” “us,” “our,” “Bank,” and “Union Bank®” refer to MUFG Union Bank, N.A.

You agree to pay us the fees we establish for each of the Services as set forth in our Transaction Banking Fee Schedule or as otherwise disclosed to you in writing. We may amend our service pricing from time to time. Changes to this Agreement and our Transaction Banking Fee Schedule may be made
available to you electronically, instead of on paper, through the MUFG Exchange. You agree and acknowledge that: (i) you give your consent to receive any document, in connection with this Agreement or documents described in this Agreement or documents provided in connection with a Service, in electronic form; (ii) you give your consent to execute or agree to any electronic document by any means; and (iii) your consent is governed by the federal Electronic Signatures in Global and National Commerce Act. You agree to pay all taxes levied or imposed by any government agency in connection with your Services (excluding any income tax payable by us).

TRANSACTION BANKING SERVICES
We offer a wide variety of Transaction Banking Services. Each Service has many features and options; your Relationship

2 TRANSACTION BANKING SERVICES
Manager will be happy to describe to you and recommend
those Services that will best meet your needs.

Account Reconcilement
Account Reconcilement will help you reconcile and manage the check and deposit activity in your demand deposit
accounts. Use of Account Reconcilement does not affect any of your obligations, which are described in the Deposit Account Agreement, to discover and report unauthorized or missing signatures and endorsements, or alterations on checks drawn on your accounts.

There are a number of features and reports that your
Relationship Manager will outline for you. The reports will depend on the features you select. There are also a number of options for your data transmission.

Report Delivery – The following report types can be made available to you as follows:
● Deposit Reconciliation - available online within 2 Business Days from the cut-off date that you designate in your
instructions to us
● Full Reconciliation - available online within 3 Business Days from the cut-off date that you designate in your instructions to us
● Partial Reconciliation - available online within 1 Business Day from the cut-off date that you designate in your instructions to us
Stop Payment Listing and Renewal of Stop Payments – A stop payment listing will be provided to you for each reconciliation period showing any stop payments in effect. See the Business Accounts & Services Disclosure and Agreement for more
information about stop payment orders.

Stale-Date Reporting – Stale-date listings are generated when checks have been reported issued for more than the number of days you specify. Stale-dated checks will continue to be listed on a supplemental report, and the checks presented for payment will be returned as “stale-dated” until canceled by you. If a check is presented for payment after the staledate has been canceled, it will be paid by us and reported as unreconciled paid, unless an unexpired stop payment order has been placed on the check prior to its presentment. You agree to place on the face of each check a notice that states that the check becomes void if not presented to us before it becomes stale. We are not obligated to honor a stale-date notice on your checks unless you have selected the stale-date feature of this Service.

Image Services – The inquiry feature allows you to retrieve images of your paid checks from our website. You may view and print both sides of your paid check images within hours of their being posted to your account. We can also provide

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standard account reconcilement report images and check
images on CDs or other media.

Account Transfers
You may initiate transfers of funds between designated
accounts that you maintain with us or other Union Bank
accounts. You are responsible to ensure there are sufficient Available Funds in the account being debited on the date of the transfer. If there are insufficient Available Funds, the transfer will be subject to overdraft fees, or overdraft protection transfer or advance fees, as applicable.

Excludes Public Fund accounts.

Transaction limitations apply to savings and money market accounts. Refer to the Savings and Money Market Accounts— General Information section, Transaction Limitation for Savings and Money Market Accounts subsection, of the Business
Accounts & Services Disclosure and Agreement.

Automated Clearing House (ACH)
The Automated Clearing House ("ACH") service (the "ACH
Service") allows you to transfer funds to or from your accounts by means of Entries, which may be sent through the ACH
Network or processed directly to accounts with us.

The capitalized ACH terms appearing in this ACH provision, not otherwise defined herein, are defined in the National Automated Clearing House Association Rules ("NACHA Rules").

These rules may be amended from time to time.

For the purposes of this provision, the term Third-Party Service Provider (“TPSP”) refers to a third-party chosen by you to perform any functions on your behalf with respect to the processing of your ACH Entries (including the creation of ACH files). You agree that if you utilize a TPSP in connection with your ACH Service, your TPSP will comply with applicable NACHA Rules; and will be bound by obligations with you that: (i) impose the same responsibilities and liabilities applicable to you as stated herein when processing ACH Entries on your behalf, and (ii) permit us to conduct examination and review of the TPSP as we may deem required by applicable laws, rules, or regulations subject to reasonable requirements related to timing and access to the TPSP's confidential information. Additionally, if you or your TPSP breaches this ACH provision, the Bank may terminate or suspend your ACH Service as provided in the Termination section of this Agreement.

For the purposes of this provision, the term Third-Party Sender (TPS) refers to an entity that acts as an intermediary in transmitting Entries on behalf of an Originator where the Originator is not a customer of the Bank. The term “you” and/ or “Originators” as used in this provision refers to Third-Party Senders to the extent a Third-Party Sender is acting on behalf

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of an Originator in connection with the Bank's ACH services and the Originator is not a customer of the Bank.

Additional terms applicable to TPSPs and TPSs are found below.

Compliance with NACHA Rules and Laws – You agree to be
bound by the NACHA Rules in effect for all Entries whether or not an Entry is sent through the ACH Network. You act as Originator, and we act as an Originating Depository Financial Institution (ODFI) with respect to Entries. You agree to deliver Entries to us as provided in the user guide and the NACHA Rules. The NACHA Rules govern if they conflict with this Agreement and/or the file specification requirements in the user guide. The NACHA Rules require that an Originator obtain valid authorization of Entries from the Receiver.

When a preauthorized Debit Entry from a consumer's account varies in amount from the previous Debit Entry, you must comply with the notice requirements set forth in the NACHA Rules, the Electronic Funds Transfer Act, and the Federal Regulation E. The Bank reserves the right to audit Originators at its discretion.

Account Information Security Requirements – In addition to the general obligation to keep account information
confidential, Originators, TPSPs, and TPSs processing 6 million or more ACH transactions must protect the confidentiality and integrity of Protected Information. Effective June 30, 2022, Originators, TPSPs, and TPSs that process 2 million or more ACH transactions must also comply with the requirement set forth in the preceding sentence. “Protected Information” is defined as “non-public personal information including financial information, of a natural person, used to create, or contained with an Entry, and any related Addenda Record.” Originators must protect against anticipated threats or hazards to the security or integrity of Protected Information and protect against unauthorized use of Protected Information that may result in harm to a natural person.

Security Procedures and Controls
The Security Procedure for each type of ACH Service is
detailed more fully below. You agree to use the ACH Service in accordance with the Security Procedure when you deliver Entries and/or reversal or deletion requests to us. The purpose of the Security Procedure is to verify the authenticity of the Entry (and/or a reversal or deletion request, as applicable) delivered to us in your name and not to detect errors in the transmission or content of an Entry (and/or reversal or deletion request as applicable). You further agree that this Security Procedure best meets your needs given the size, type, and frequency of your Entries (and/or deletion or reversal requests as applicable), and is a commercially reasonable Security Procedure for you. You agree that any Entry (and/or any deletion or reversal request as applicable), the authenticity of which has been verified through the use of the Security Procedure, shall be effective, whether or not it was in fact

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authorized by you. You agree to preserve the confidentiality of the Security Procedure and promptly notify us of any compromise of the integrity of the Security Procedure.

Authorized Persons – Before using the ACH Services, you must designate the persons you authorize to verify the authenticity of Entries and/or reversal or deletion requests in accordance with the Security Procedure selected by you, as more fully described below, and to perform certain other duties in connection with the ACH Service.

ACH Online Service
The ACH Online Service is an application that allows you to create Entries using the Internet. The Security Procedure includes a user identification code (“User ID”) and a password and to approve an ACH Entry, a token is also required. In addition, the Bank makes available to you, upon your request, a token for your use at login to the ACH Online Service. Such token may be made mandatory for use with the ACH Online Service as communicated to you from time to time.

With the ACH Online Service, you can create one-time,
scheduled, or repetitive payments; store repetitive payment templates to reduce input time and generate Pre-Notification Entries; and create payments, user audit logs, and reports.

For 60 days, we retain historical data, which you can export and save.

Transmission ACH Service
The Transmission ACH Service allows you to transmit ACH Entries to the Bank via host-to-host using the Security Procedure that consists of secure file transmission protocols and/or other secure transmission protocols. A user identification code (“User ID”) and password (or digital access ID) are also required.

You will obtain, maintain, and operate at your own expense all necessary devices, software, and services required to transmit your Entries electronically, including, but not limited to, hardware, software, installation and maintenance services, and telephone lines. All such devices, software, and services must be compatible with our operations and conform to our specifications.

ACH Exchange Service
ACH Exchange delivers Web-based self-service accessibility for both ACH origination and ACH receipt, enabling both Originators and Receivers of ACH transactions to access various types of data stored in the Bank's ACH system.

The ACH Exchange platform provides support for managing both ACH Positive Pay/Electronic Payment Authorization (EPA) and File Transmission ACH Origination. ACH Exchange allows you to submit control totals and receive emails confirming receipt of ACH files; search and view details of both received

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and originated transactions; and to initiate reversals and deletions for direct transmission of ACH files.

The Security Procedure for ACH Exchange using the web
includes a user identification code (“User ID”) and password.

In addition, the Bank makes available to you upon your request a token for your use at login to the ACH Exchange Service. Such token may be made mandatory for use with the ACH Exchange Service as communicated to you from time to time.

Administrative Controls – In addition to the Security
Procedures set forth above, we recommend several
Administrative Controls offered by the Bank (as may be
changed from time to time) for your use with ACH Online Service, ACH Exchange, or Transmission ACH Service to further assist you in mitigating fraud.

For ACH Online Service and ACH Exchange, the Administrative Controls include: malware detection for use with your device, IP address restrictions, payment and user entitlements, dual approval for payments, alerts for administrative changes, limitations on payment amounts, and access, and administration controls.

For Transmission ACH Service, the Administrative Controls include: IP address restrictions, additional file encryption, and an ACH File Control Total. ACH File Control Totals are confirmations you provide to the Bank through the ACH Exchange Service.

Alternatively, you can receive an alert regarding your ACH File Control Totals from the Bank. Utilization of one type of the foregoing ACH File Control Totals are mandatory for Transmission and/or vendor origination channels. If you are such a customer and fail to properly utilize one method of ACH File Control Totals, you acknowledge the increased risks associated with failing to use ACH File Control Totals.

In addition to the Security Procedures, Administrative Controls, and other security precautions mentioned in this section, you agree to employ the Best Practices as appropriate for each of the ACH services.

Higher-Risk ACH Originator Activity
Banking regulators and NACHA consider TPSPs and TPSs to be higher-risk ACH Originators. Additionally, such regulators and NACHA consider certain transaction types to be higher-risk ACH activities. If we classify you (including any TPS), your TPSP, or your transactions to be higher risk, you agree to supply us with such additional information related to you and your ACH activities as we may request.

When appropriate, the Bank will register you with NACHA as a TPS in accordance with the NACHA Rules.

Before initiating payment with standard entry class (SEC) codes of Internet-Initiated Entries (WEB), Telephone-Initiated Entries

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(TEL), and/or International ACH Transactions (IAT), you must follow the NACHA Rules associated with these payment types.

For WEB Entries, you must ensure that account validation is part of your commercially reasonable fraudulent transaction detection system intended to screen WEB debits for fraud. You also agree to properly manage the use of our ACH Service, including maintaining ACH returns within the NACHA Rules.

Unauthorized ACH returns will be subject to an additional return fee charged by the ACH Operator in an effort to reduce the number of unauthorized transactions in the ACH Network.

NACHA requires that all ACH Originators of Internet-Initiated Entries (WEB) perform an annual audit of their procedures concerning the security and protection of consumer
information. You must certify in writing to the Bank that you have completed the ACH WEB Originator Annual Audit as
required by the NACHA Rules. Prior to origination of these payment types, you must follow the NACHA Rules associated with WEB transactions.

As an Originator, or as a TPSP, or Receiver of ACH Entries – You agree that all transactions will comply with applicable state and federal laws or regulations and warrant that you will not transmit any transaction that violates the laws of the United States, including, without limitation, anti-money laundering laws and regulations of the Office of Foreign Asset Control (OFAC).

You understand that the Bank has policies and procedures that identify suspicious transactions, and that these policies and procedures may result in delays in processing, settlement, and/or the availability of these transactions. To aid the Bank in complying with OFAC and related laws and regulations, we may also ask you for specific information regarding the nature of the transaction(s) in question, the purposes of the transaction(s), the relationship you have with persons to whom you are
attempting to send funds and the persons who send funds to you, and other questions that may help to clarify the nature and purpose of transactions. You agree to not hold the Bank liable for any losses you sustain by the delay and/or holding of these transactions. You further agree and understand that all ACH international transactions will be converted into the destination country currency (e.g., Mexican pesos or Canadian dollars) on the U.S. Settlement Date. We are not responsible for any foreign exchange losses resulting from the conversion or re-conversion of any Entries.

If you are a TPS as defined in the NACHA Rules, you additionally agree to be bound by the Third-Party Sender Rules, warranties, indemnities, and obligations described in the NACHA Rules. The Bank reserves the right to audit you.

TPSPs and TPSs are bound by ODFI responsibilities and
liabilities, and are required to have appropriate agreements for all Originators.

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As an Originator, you agree to code transactions that have an endpoint that is outside the territorial jurisdiction of the United States using the NACHA-designated Standard Entry Class
Code of IAT (for "International ACH Transaction"). This includes transactions you originate to a U.S. financial agency that in turn are sent outside the territorial jurisdiction of the United States.

A financial agency is an entity authorized by applicable law to accept deposits or that is in the business of issuing money orders or transferring funds.

Third-Party Service Provider – Upon our approval, you
may elect to designate a TPSP to submit Entries, reversals, cancellations, and amendments of Entries to us on your
behalf. Entries, reversals, cancellations, and amendments of Entries received from such a TPSP will be deemed to have been initiated and approved by you. We are not liable for the accuracy, completeness, or authenticity of the Entries, reversals, cancellations, and amendments received from the TPSP, and will have no obligation to audit, check, or verify the Entries or related data. You will at all times defend, indemnify, and hold us harmless against any and all liabilities, claims, demands, causes of action, losses, damages, costs, expenses, and attorneys’ fees that may be directly or indirectly caused by any act or omission of the TPSP.

ACH Data Breach Notification Requirements – You agree to take all reasonable security precautions to prevent unauthorized or fraudulent use of the ACH Network. You agree that you and any TPSPs working with you have implemented commercially reasonable policies, procedures, and systems to detect the occurrence of a data breach. You also agree to immediately notify us if you suspect or discover any data breaches related to any of our ACH services. A data breach is defined as the loss, theft, or unauthorized access of any ACH data by any person(s) or entity(ies) using the ACH Network, or any affiliate of the foregoing under circumstances indicating that the misuse of such information has occurred or is reasonably possible.

Warranties – Each time you use the ACH Service, you warrant that: a) you have obtained appropriate authorization from each Receiver and the Entries conform to the authorization; b) the Entries comply in all respects with the NACHA Rules; c) you have performed all actions required of an Originator by the NACHA Rules and this Agreement; and d) you make to the Bank any other warranties that the Bank makes under the NACHA Rules to any RDFI, ACH Operator, or gateway when the Bank transmits an Entry, including, without limitation, those set forth in Sections 2.4 and 2.5 of the NACHA Rules.

Payment with Respect to Entries – You will transmit Entries to us as set forth in the user guide and the NACHA Rules. We generally debit your account for Credit Entries (including Debit Reversals) on the Settlement Date, unless you are prefunding your Entries. Prefunding your Entries means that you pay for all Credit Entries before the Settlement Date we specify. We reserve the right at any time, without notice, to require payment

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before we process your Credit Entries. You will immediately pay us the amount of any returned Debit Entries and/or any adjustment Entries.

Acting on Entries – We send Entries to the ACH processor for settlement on the Effective Entry Date shown on the Entries if we receive the Entries by the processing deadline. If we receive Entries after our deadline we will process them the next Business Day.

Same Day ACH – Same Day ACH allows you to submit ACH
Entries for same-day processing. ACH Entries must be received by the Bank by the Bank’s Same Day ACH processing deadline, currently 12:00 p.m. PT/3:00 p.m. ET, which may be updated from time to time upon notice to you, in order for the Entries to settle the same day. The Bank will rely solely on the Effective Entry Date, the eligible SEC code, the amount of the Entry, and the time an Entry is received, in order for the Bank to determine whether an Entry qualifies for same-day processing. Except as may otherwise be explicitly provided herein, as of March 18, 2022, transactions greater than $1,000,000, International ACH Transactions (IATs), and/or Entries originated by Originators using pre-funded ACH Service are ineligible for same-day processing and will be processed according to the next
available processing window.

Additional fees for same-day processing will apply as noted in the Bank’s fee schedule. For more information including questions about applicable fees, or to opt out of same-day processing, please contact your Relationship Manager.

Originators of Same Day ACH consumer debits should advise Receivers of the earlier settlement for Same Day ACH Entries.

Rejection of Entries – We may reject any Entry if it does not comply with the requirements of this Agreement, the applicable user guide, or certain ACH processing limits for you, or any Entry that we have been unable to verify through use of the Security Procedure. We may also reject any Entry if it may be returned for any reason under the NACHA Rules or if you breach any of your payment obligations to us.

Notice of rejection is given to you by telephone, electronically, by facsimile, or by mail within the time period specified in the user guide. Notices of rejection will be effective when given.

We are not liable for the rejection, and we are not obligated to pay you interest for the period before you receive the notice of rejection. If an Entry is rejected, it is your responsibility to correct the Entry if you intend to resubmit it.

Reversal or Deletion – We have no obligation to cancel or amend Entries after we receive them.

A deletion request prevents an ACH Entry or Entries from being submitted to the ACH Network for processing.

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You may initiate a Reversing Entry, or a Reversal, to correct an erroneous or duplicate Entry previously initiated to a Receiver’s account. The Reversing Entry must be made within 5 Business Days following Settlement Date of the erroneous or duplicate Entry.

If you send us a reversal or deletion request in accordance with this Agreement and the NACHA Rules, using the Security Procedure or online, within 5 Business Days from the original Settlement Date of the Entry or Entries, we will make a reasonable effort to act on your request. We will not be liable to you if such reversal/deletion request is not acted on. You agree to indemnify us in connection with any such reversal/deletion request to the same extent as we indemnify other parties under Article 4A of the Uniform Commercial Code–Funds Transfers (UCC 4A). Your obligations under this provision will survive termination of any ACH service.

The following situations will be treated as improper uses of a Reversing Entry, including, but not limited to: (i) the Originator or Third-Party Sender failed to provide funding for the original Entry; (ii) the initiation occurs beyond the time period permitted by the NACHA Rules; or (iii) initiation was for any reason other than those explicitly permitted by the NACHA Rules.

Provisional Payments – You agree to be bound by the provision of the NACHA Rules regarding making payment of a Credit Entry by the Receiving Depository Financial Institution (RDFI) to the Receiver provisional until the RDFI receives final settlement for the Entry. If final settlement is not received, the RDFI is entitled to a refund from the Receiver of the amount credited.

Payment by us for any Debit Entry, returned Credit Entry, or Credit reversal is provisional until we receive final settlement for the Entry. If final settlement is not received, we are entitled to a refund and we may charge your account for the amount credited. We may delay the availability of any amount credited for a Debit Entry or Credit reversal if we believe that there may not be sufficient funds in your account to cover a chargeback or return of the Entry or reversal.

Limit of Entry Classes – At all times we reserve the right to designate or terminate the Entry classes we will process for you, and we may establish from time to time such Credit Entry and/or Debit Entry limits that we in our sole discretion deem advisable.

Availability of Funds – We are not obligated to make the amount of any Debit Entry available for withdrawal by you before such amount constitutes collected funds in the Account(s). Whether or not constituting collected funds, any such amount credited to the Account(s) may be charged back to and recovered from you if the Bank: does not receive final settlement; the Entry is returned; an adjustment Entry is received by us pursuant to the NACHA Rules; or the Entry violates any of the terms of this Agreement, the user guide, and/or any other Bank agreements applicable to the ACH Service.

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Inconsistency of Name and Number – An RDFI can make
payment to a Receiver based solely on the account number, even if the name in the Entry differs from the name on the account. We may send an Entry to an RDFI based solely on the routing and transit number (ABA number) you provide, even if the number is incorrect and identifies a different RDFI.

Inactive Originating Company IDs – If you originate ACH transactions under multiple Originating Company IDs, inactive Originating IDs (Batch Headers) not used in 13 months will be automatically deleted unless you inform us otherwise.

Notice of Error – If we receive a notice of error from any of our deposit customers pursuant to the Electronic Funds Transfer Act, Federal Regulation E, or other law concerning an Entry processed or authorized to be processed to an account with us within 2 Business Days after written or verbal notice, you will provide us with the authorization to debit or credit the depositor’s account and, if applicable, with proof of sending notice to the depositor of the varying amount or with other proof satisfactory to us that the alleged error did not occur. If the referenced documents or proof are not delivered timely or the documents or proof do not give us a reasonable basis for determining that no error occurred, or if the alleged error did occur, we may credit our depositor’s account in the amount of the error claimed and charge you for the amount of the alleged error.

Fines and Penalties – NACHA has imposed or may in the future impose fines or penalties on ODFIs for certain Entries returned as unauthorized or for other reasons. In addition to our standard fees and charges for ACH and Total Biller Solution, you are responsible for these NACHA fines and penalties.

Reinitiation of ACH Entries – For all Entries except RePresented Check (RCK) Entries, an Entry that has been returned may not be reinitiated unless 1) the Entry has been returned for nonsufficient available or uncollected funds; 2) the retry Entry includes the description of RETRY PYMT in the Company Entry description field; 3) the Entry has been returned for stopped payment and reinitiation has been authorized by the Receiver; or 4) you have taken corrective action to remedy the reason for the return. An Entry that has been returned for nonsufficient available or uncollected funds may be reinitiated no more than 2 times following return of the original Entry.

ACH Fraud Deterrent Services
ACH Positive Pay/EPA – With the ACH Positive Pay service (EPA) found in ACH Exchange, you can specify parties allowed to debit your account and establish allowable maximum
dollar amounts or number of debits. You can also define criteria to filter incoming debits and reject any unauthorized items. Notification emails alert you to exceptions that require decisioning. You can make Pay/No Pay decisions online and

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establish dual control for decisioning. You may add, modify, and delete ACH Positive Pay records and filters as needed.

The ACH Positive Pay service described above does not apply to transactions between you and us, and we may pay Entries that you have authorized us to originate to your account (e.g., loan or credit card payments), whether or not you have included these in your authorization criteria. We may also pay any Entries, reversals, or adjustments that we are required to accept under the NACHA Rules; operating circulars; or any other applicable rule, guideline, or regulation, and we may return any Entry for any reason that an Entry may be returned under the NACHA Rules.

When the ACH Positive Pay service is terminated for any reason, we will no longer be obligated to monitor Entries against your authorization criteria, and we will receive and accept or return Entries to your account in accordance with our normal procedures.

ACH Blocks – ACH Debit or Credit Blocks prevent any ACH transactions from posting to your accounts. ACH transactions are automatically returned to the Originator unauthorized.

ACH Universal Payment Identification Code (UPIC) – The
ACH UPIC is a permanent and secure account identifier that can be freely distributed to encourage the receipt of electronic payments. The UPIC number is only to be used for incoming electronic credits of ACH Entries.

Commercial Cash Services
Commercial Cash Services allow you to place orders for coin and currency from our cash vaults and to make cash and check deposits at our processing centers.

With our express consent, you may arrange for a local banking office to provide currency and coin for subsequent transport by you, your employees or authorized persons, or an armored carrier contracted by you. Special currency and coin order procedures and requirements may be specified by the branch that fulfills the order. We will require reasonable advance notice for all branch-fulfilled currency and coin requests. You will be required to identify each person authorized to place currency and coin orders, and each person authorized to pick up these orders from the branch.

Identification for certain cash transactions – The Bank may ask all individuals for certain identification when making certain cash transactions:

Union Bank account holders will be required to provide their ATM or debit card, or a valid government-issued ID, driver’s license or passport.

Non-clients will be required to provide a valid governmentissued ID, driver’s license or passport.

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If you order coin and currency or make coin and currency deposits to your account, you must contract separately with an armored carrier service. The armored carrier is your agent and must be acceptable to us. The delivery or transportation of currency and coin to you or from you, whether by armored carrier or you, your employees, or authorized persons, is at your risk and shall impose no liability whatsoever to the Bank, including, but not limited to, liability arising out of their loss, theft, or destruction during transportation.

You authorize us to act upon any request for coin or currency and accept deposits to your account in accordance with this Agreement and the procedures described in the Deposit
Delivery Handbook and the Deposit Account Agreement.

You may be required to identify each person and location authorized to place coin and currency orders with us. You agree to notify the Bank in writing of any change in location address, standing orders, account numbers, or armored carrier.

Order and Delivery of Currency and Coin – You agree that we may charge your account for the amount of each order placed. A copy of the order will be forwarded with each cash shipment. You agree to inspect all currency and coin shipments prior to accepting them from the armored carrier by examining the bag and bag seal for integrity and condition. You agree to refuse damaged or torn shipping bags, or bags with loose or missing seals. You agree to visually verify the shipment strap count through the shipping bag prior to acceptance from the armored carrier. You agree to open and piece-count verify the order in dual custody within 24 hours after you have accepted a shipping bag and before you use any of its contents.

Any discrepancy between the amount you verify and the
amount we have charged to your account (the “Difference”) must be reported to us within 5 Business Days of the receipt of the cash order. Reports of Differences should be accompanied by a copy of the strap in which the Difference occurred, the shrink-wrap packaging around the strap and, if possible, the shipping bag and bag shipping seal.

You authorize us to debit your account for any cash order overage and credit the account for any cash order shortage.

Commercial Loan Services
Our application, Commercial Loans on the Web, provides
access to your commercial loan account(s) and enables you to make payments to and advance funds from your loan(s). You may view account summary and detailed activity screens and create customized reports. Certain bill statements and notices are available electronically through MUFG Exchange.

Security Procedure – The Security Procedure for access to the Commercial Loan Services is a user identification code (“User ID”) and a password.

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In addition, the Bank makes available to you upon your
request, a token for your use at login to the Commercial Loan Services. Such token may be made mandatory for use with the Commercial Loan Services as communicated to you from time to time.

You agree to use the Commercial Loan Services in accordance with the Security Procedure detailed above. The purpose of the Security Procedure is to verify the authenticity of the payment order delivered to us in your name and not to detect errors in the transmission or content of a payment order. You further agree that this Security Procedure best meets your needs given the size, type, and frequency of your payment orders and is a commercially reasonable Security Procedure for you. You agree that any payment order the authenticity of which has been verified through the use of the Security Procedure, shall be effective, whether or not it was in fact authorized by you. You agree to preserve the confidentiality of the Security Procedure and promptly notify us of any compromise of the integrity of the Security Procedure.

Administrative Controls – Additionally, we recommend the following Administrative Controls offered by the Bank (as may be changed from time to time) for your use with the Commercial Loan Services, to further assist you in mitigating fraud: malware detection for use with your device, IP address restrictions, and user entitlements.

In addition to the Security Procedures, Administrative Controls, and other security precautions mentioned in this section, you agree to employ the Best Practices as appropriate for the Commercial Loan Services.

Controlled Disbursement Service
Our Controlled Disbursement Service provides information to you each Business Day so that you can fund the total amount of Controlled Disbursement checks presented that Business Day.

Accounts – With the Controlled Disbursement Service, you will be able to open disbursement accounts with us. The disbursement accounts will be Zero Balance Accounts, tied to a Master Concentration Account with us.

We will notify you daily of the amount needed to cover debits to the disbursement accounts. This information is provided directly by the Federal Reserve Bank, and its accuracy is not guaranteed by the Federal Reserve Bank or us. We may notify you by telephone of other debits to the disbursement accounts for which funding is due. You must have on deposit, or transfer to the Concentration Account, sufficient available funds to cover debits to the disbursement accounts by the settlement deadline that we identify.

Overdrafts – Checks presented for payment or other debits to the disbursement accounts may be returned unpaid in any order if there are not sufficient available funds in your Concentration

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Account to cover the debits. If there are insufficient funds in the Concentration Account to cover debits, we may, at our sole discretion, lend you the funds at an interest rate and for a service fee that we determine. In the event we provide you a loan, you agree to repay us all principal, interest, and service charges immediately upon demand. If we decide not to make a loan to you to cover the debits, we will return the presented checks unpaid and we may immediately terminate the Service.

Payment or Return of Items – In the event we contact you for instructions concerning the payment for or return of a particular Item, you agree to provide to us, that same day and by the deadline we establish, instructions to either pay for or return the Item. If you fail to meet this deadline, we will not be liable for any loss you incur based on our payment or return of the Item.

Checks – Transfers from the disbursement accounts may be initiated only by checks, unless we agree otherwise. Checks issued against the disbursement accounts should be 8½ inches in size, with the auxiliary field consecutively numbered, and should not repeat or duplicate any check number. Checks must meet our Magnetic Ink Character Recognition (MICR) encoding standards.

E-Lockbox Service
The E-Lockbox Service provides you with the ability to
receive bill payments electronically that were initiated by your customers via their online banking application or other bill payment services. We receive payments and remittance data via a third-party network (“Network”) such as MasterCard Remote Payment and Presentment Service, or other originator of consumer-initiated bill payments. We will credit payments to your designated account, and electronically transmit the remittance data to you in an ACH Customer Initiated Entry (CIE) format, or another mutually acceptable machine readable format. You agree to provide us with all data and specifications necessary for the Network to process payments and for us to transmit the remittance data to you.

You agree to process all data within 24 hours of your receipt of the E-Lockbox remittance data from us. To the extent you identify any incorrect, unidentifiable or unprocessable information, or you are otherwise unable to apply the funds, you will request reversal of the payment via the E-Lockbox online portal. You must request reversals as soon as possible, and in any event no later than 90 days of settlement. In the event you request reversal, we will return the payments via the Network. We will debit your designated deposit account for all submitted reversals the following Business Day. You agree to assist with and respond to payment inquiries made by relevant third parties concerning bill payments.

You may establish (via the applicable E-Lockbox Setup Form) criteria for validating payments received through the Network.

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If the payment does not satisfy the established criteria, you authorize us to return the payments via the Network.

You may update your customer’s billing account number via the E-Lockbox online portal. You are responsible for maintaining the accuracy of this information. We will include all account number updates in your cross-reference file.

Your designated system administrator will be responsible for adding, deleting and updating the entitlements for authorized users of the E-Lockbox online portal.

You acknowledge that our ability to process payments and remittances is dependent upon the continued use and support of the Network. In the event that access to the Network or its communications system is terminated or suspended for any reason, we shall not be liable to you for any disruptions or failure to provide any part of this E-Lockbox Service. We assume no responsibility for the accuracy, timeliness, or the completeness of data delivered from the Network to us.

Electronic Alerts
We offer a Banking Alerts Service that enables you to receive electronic and/or telephonic notices (each an “Alert”) from time to time with information about the Union Bank account(s) you have designated. For example, Alerts may include information about the receipt of wire transfers or other credits to an account, or about withdrawals that exceed a certain dollar amount that you specify when you enroll for the Service.

Alerts are provided solely as a convenience and are not a substitute for the periodic statements for your account(s) or any other notices we may send you about such account(s), regardless of how you receive such periodic statements or other notices. Such periodic statements and other notices remain the official records of your account(s). Your ongoing obligation to promptly review periodic statements, other notices, and all other correspondence from us regarding your account(s) and other Services you obtain from us remains in full force and effect even if you choose to enroll for the Banking Alerts Service.

In order to receive Alerts, you must provide us a valid phone number, landline or cellular number, or an email address or other electronic delivery location so that we may send you certain information about your account(s).

We may provide Alerts through one or more of the following:
a) a telephone, landline or cellular number (whether by an oral or text message, or both); b) a text- or Web-enabled mobile device; or c) an email account that is accessed via a personal computer. It is your responsibility to determine that each of the service providers for the communication media described in (a) through (c) above (each a “Service Provider”) supports the voice and/or text message Alerts you select. You agree that the Alerts are subject to the terms and conditions of your agreement(s)

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with your Service Provider(s) and that you are solely responsible for any fees imposed for an Alert by your Service Provider(s).

By enrolling in Alerts, you agree and understand that: a) Alerts may not be encrypted and may include personal or confidential information about you and your transactions, such as your name and account activity or status; b) your Alerts may be delayed, misdirected, not delivered, or corrupted due to circumstances or conditions affecting your Service Provider(s) or other parties; and c) we will not be liable for losses or damages arising from i) any non-delivery, delayed delivery, misdirected delivery, or corruption of an Alert; ii) inaccurate, untimely, or incomplete content in an Alert; iii) your reliance on or use of the information provided in an Alert for any purpose; or iv) any other circumstances beyond our control.

Electronic Data Interchange (EDI) Service
Our EDI Service allows you to disburse funds and deliver payment information to your trading partners electronically or by paper by sending payment requests to us as described in the applicable User Documentation. The Service also allows you to access information about payments and remittances when received from your trading partners or customers in mutually acceptable formats.

Sending Payments and Related Information – When you
wish to pay your trading partners, you transmit a data file to us containing instructions for your payments in the format and by the cutoff times specified in the applicable User Documentation. When we receive a file from you using this Service, we perform certain edits on the data, translate it into the appropriate format, and send the data to the payment system you specified. On the specified dates, we issue your payments in the required formats.

Payment orders originated via the EDI Service are subject to the terms and conditions of the Automated Clearing House (ACH) services, Wire Transfer Service, and Information Reporting sections of this Agreement (including the Security Procedure terms and conditions, Administrative Controls, and Best Practices provisions applicable to those Services).

Receiving Remittance Information – Remittance information can be delivered to you in a mutually acceptable form and manner and is also governed by the Information Reporting section of this Agreement.

Electronic Bill Payment and Presentment
Electronic Bill Payment and Presentment Services are electronic communications and database systems for rendering bills and processing payment transactions. These Services may be made available through our designated service provider (“Provider”). Neither we nor the Provider shall be responsible for delays in delivery of bills and the receipt or processing of

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your transactions due to causes beyond our or the Provider’s reasonable control.

You understand that with respect to TEL, CCD, WEB, PPD, and other ACH Entries initiated through the Total Biller Solution service, you will be considered the Originator of the ACH Entries and we are the Originating Depository Financial Institution. You agree to be bound by the NACHA Rules in effect, which may be amended from time to time, for all Entries whether or not an Entry is sent through the ACH Network.

Security Procedures – You agree to take all reasonable
security precautions to prevent unauthorized or fraudulent use of these Services by your employees, agents, contractors, and customers, or third parties. The Security Procedure for Electronic Bill Pay and Presentment is a user identification code (“User ID”) and a password. In addition, the Bank makes available to you upon your request, a token for your use at login to the Service. Such token may be made mandatory for use with the Service as communicated to you from time to time.

Once such User IDs and passwords have been assigned and validated by the Provider, the use and confidentiality of such numbers shall be your sole responsibility. Neither the Provider nor we assume responsibility to discover breaches of your security. You must immediately notify us if you discover any security breach related to the Services.

You agree to use the Electronic Bill Payment and Presentment Services in accordance with the Security Procedure as detailed above. The purpose of the Security Procedure is to verify the authenticity of the payment order delivered to us in your name and not to detect errors in the transmission or content of a payment order. You further agree that this Security Procedure best meets your needs given the size, type, and frequency of your payment orders, and is a commercially reasonable Security Procedure for you. You agree that any payment order, the authenticity of which has been verified through the use of the Security Procedure, shall be effective, whether or not it was in fact authorized by you.

You agree to preserve the confidentiality of the Security Procedure and promptly notify us of any compromise of the integrity of the Security Procedure.

In addition to the Security Procedures, Administrative Controls, and other security precautions mentioned in this section, you agree to employ the Best Practices as appropriate for the Service.

Proprietary Information – All systems, programs, operations, instructions, documentation, and know-how (“Provider
Information”) relating to the Services are and remain the property of the Provider and us. You agree to hold in the highest confidence all information that you may receive from us or the Provider respecting the Provider Information. You shall disclose the Provider Information only on a need-toknow basis. You agree not to use the Provider Information

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for your own purposes except in furtherance of permissible Services transactions.

Provider Third-Party Beneficiary – The Provider is an intended third-party beneficiary of these Services’ terms and conditions.

Information Reporting
The Information Reporting Service (“Service”) lets you access your U.S. dollar and foreign currency accounts through the use of our applications via a Web browser or mobile device, and/or account information can be transmitted to you as a file.

Information is available through the applications 24 hours a day, 7 days a week, with the exception of scheduled outages for maintenance and upgrades. The Service offers both Prior and Current Day reporting of account information.

Prior-day information reporting represents activity that has posted against the account within the Bank’s record keeping system and is considered processed by the bank. Images are available within prior-day information reporting for paper-based Items that have cleared the account.

Current-day information reporting represents certain activity that has occurred throughout the current Business Day but has not been processed within the Bank’s record keeping system and is represented as a memo-posted credit or debit. These Items are provisional and may or may not ever post to the account.

Multi-bank reporting provides account information to be received from or transmitted to any third-party bank for both domestic and international locations. For inbound reporting of a third-party bank account, the balance- and transaction-level information is viewed online in the same manner as your Union Bank accounts.

For outbound reporting to a third-party bank, Union Bank will transmit the data according to the instructions provided and approved by an Authorized Signer of the account.

Integrated Payables Service
The Integrated Payables Service (the “P Service”) is an electronic, Internet-enabled communication and database system that allows you to transmit payment instruction files for printing checks and other specialty print documents, and to initiate ACH transactions, wire transfers, and virtual card payments. Certain functions of the P Service may be made available through our designated service provider (“Provider”).

The P Service is subject to the Wire Transfer Services, Automated Clearing House (ACH), and Information Reporting sections of this Agreement.

The P Service’s database system permits your vendors to maintain a profile with their banking details and, if applicable, a preference for payment by ACH or virtual card. In connection with the P Service’s set-up, you may also select an optional feature whereby an instruction by you to pay a vendor by check may be converted to a payment by ACH or virtual card,

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according to such vendor profile. If you select the optional feature to permit conversion of check payment instructions into a virtual card payment instruction, you will be required to enter into a Commercial Card Agreement with the Bank.

In addition to the P Service’s payment transmission feature, the specialty print feature enables the printing and packaging of certain documentation such as bills, statements, and notices – with or without check payments – for delivery to your intended recipients by mail.

Security Procedures – The Security Procedure for transmission of a payment order to our Provider through the P Service are via host-to-host secure file transmission protocols or other secure transmission protocols. A user identification code (“User ID”) and a password (or digital access ID) are also required. You agree to use the Security Procedure when sending a payment order to our Provider via transmission. With respect to access to the P Service through the web, you will be assigned one or more user identification code (“User ID”) and passwords to enable your employees and agents to access and use the P Service and to send payment orders to the Provider through the web (such User IDs and passwords are the Security
Procedure for use of the P Service through the web).

In addition, the Bank makes available to you upon your
request a token for your use at login to the P Service. Such token may be made mandatory for use with the P Service as communicated to you from time to time. You agree to use the P Service in accordance with the Security Procedure described above. The purpose of the Security Procedure is to verify the authenticity of the payment order delivered to us in your name and not to detect errors in the transmission or content of a payment order. You further agree that this Security Procedure best meets your needs given the size, type, and frequency of your payment orders, and is a commercially reasonable Security Procedure for you. You agree that any payment order, the authenticity of which has been verified through the use of the Security Procedure, shall be effective, whether or not it was in fact authorized by you. You agree to preserve the confidentiality of the Security Procedure and promptly notify us of any compromise of the integrity of the Security Procedure.

Administrative Controls – The Administrative Controls offered by the Bank for your use with the P service through transmission (as may be changed from time to time) include: IP address restrictions, file encryption, file acknowledgements by the Bank, and payment limitations and multiple approver requirements.

Additionally, we recommend the following Administrative Controls offered by the Bank (as may be changed from time to time) for your use with the P service through the web, to further assist you in mitigating fraud: malware detection for use with your device, IP address restrictions, payment and user entitlements, dual approval for payments and administration,

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alerts for administrative changes, limitations on payment amounts, and access and administration controls.

You agree to take all reasonable security precautions to prevent unauthorized or fraudulent use of the P Service by your employees, agents, contractors, customers, and third parties.

Neither we nor the Provider assumes responsibility to discover breaches of your security. You must immediately notify us if you discover any security breach related to the P Service.

In addition to the Security Procedures, Administrative Controls, and other security precautions mentioned in this section, you agree to employ the Best Practices as appropriate for the Service.

Proprietary Information – All systems, programs, operations, instructions, documentation, and know-how (the “Provider Information”) relating to the P Services are and remain the property of the Provider and us. You agree to hold in the highest confidence all information that you may receive from us or the Provider respecting the Provider Information. You shall disclose the Provider Information only on a need-to-know basis. You agree not to use the Provider Information for your own purposes except in furtherance of your activities under this Agreement.

Provider Third-Party Beneficiary – The Provider is an intended third-party beneficiary of this Agreement.

ACH Terms – You understand that with respect to CCD and other ACH Entries initiated through the P Service, you will be considered the Originator of the ACH Entries; we will be considered the Originating Depository Financial Institution (ODFI) unless you request that the Bank forward the payment detail to another institution for processing.

Description of Process – You agree to upload your electronic payment or document file via a secure HTTPS protocol to the P Service system. We will acknowledge receipt of the file and you will authorize the processing of the transactions. We will attempt to retrieve the payment file and post its status within an hour after receiving the file. In connection with the P Service, you authorize us and the Provider to contact you via mail, telephone, e-mail, or other electronic method, and you agree to comply with reasonable information requests from us or the Provider.

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Investment Sweep
We make available a sweep service which allows you to either purchase shares in a Money Market Mutual Fund (“MMMF” or “fund”) or sweep funds into an interest deposit account (“IDA”) as described in the Investment Sweep Agreement and Sweep Application. Please contact your banking office for more information.1
Invoice-to-Pay Service
The Invoice-to-Pay Service is an accounts payable solution that automates certain invoice processes by receiving invoices and then, via optical character recognition technology (“OCR Technology”), capturing certain data (header and line item information), and routing such invoice information to your enrolled users via an Internet-based system for invoice approval.

Additionally, certain information from such functions may be posted to your accounting or enterprise resource planning system (your “System”), if compatible. At your election, you may subsequently instruct payments via the Bank’s Integrated Payables Service (the “P Service,” and such payments, “P Service Payments”), subject to the terms and conditions (including with respect to security procedures) as set forth in the Deposit Account Agreement and this Agreement (collectively, the “Disclosure Agreement”); provided that in the case of the virtual card Payment Type (as defined below), such terms and conditions shall be supplemented by those set forth in the Bank’s Commercial Card Agreement, as may be amended,
supplemented, or otherwise modified from time to time (the Disclosure Agreement and Commercial Card Agreement, each, a “Service Agreement”). As an alternative to making payments via the P Service, you may choose to make payments directly to your vendors externally to the Bank’s services.
1 MMMF shares are sold through a prospectus, which contains information about investment objectives, risks, charges, and expenses. The prospectus can be obtained through your
Relationship Manager or from the fund’s sponsor. Please read it carefully before you invest. You could lose money by investing in the fund. Although the fund seeks to preserve the value of your investment at $1.00 per share, it cannot guarantee it will do so. The fund may impose a fee upon the sale of your shares or may temporarily suspend your ability to sell shares if the fund’s liquidity falls below required minimums because of market conditions or other factors. The fund’s sponsor has no legal obligation to provide financial support to the fund, and you should not expect that the sponsor will provide financial support to the fund at any time. MMMF shares are NOT insured by the FDIC or by any other federal government agency, are NOT a deposit or
obligation of, or guaranteed by, MUFG Union Bank, N.A.
(Bank) or any Bank affiliate, and MAY lose value, including the possible loss of principal invested.

The IDA is NOT insured by the FDIC.