Attachment A - Wells Fargo Agreement for Lockbox and Related Services — Palo Alto City Council, April 7, 2025 (part 1 of 3)

Exhibit 1
Wells Fargo Treasury Management Pricing Summary, November 2024 (Attached)

Treasury Management Pricing Summary
Prepared for:

City of Palo Alto
Pricing based off November 2024 Volumes
Monthly
Analyzed
Charges
Fee Based
Charges*
Earnings
Allowance
Net Excess/
(Deficit)
Current Analyzed Charges
($2,179.00) $0.00 $658.69 ($1,520.31)
2025 Pricing Event - Through June 2025
($2,166.46) $0.00 $658.69 ($1,507.77)
New Contract Pricing - Beginning July 2025
($2,706.30) $0.00 $658.69 ($2,047.61)
Current Treasury Management Pro Forma
City of Palo Alto Pricing as of December 2024

ANALYSIS SUMMARY
Average Positive Collected Balance $ 177,789.01
Reserve Requirement @ 0.00% $ 0.00
Investable Balance Available for Services $ 177,789.01

Monthly Analyzed Charges $ 2,179.00
Earnings Allowance @ 4.52% $ 658.69
Net Monthly Analyzed Charges $ 1,520.31
*Monthly Fee Based Charges $ 0.00
Total Monthly Analyzed Charges $ 1,520.31
*Charges not offset by balances

Investable balance required to offset $1.00 of analyzed charges $ 269.91

SERVICE DETAILS
WF AFP Service
Code Code Service Description Unit Price Volume Charges

BALANCE & COMPENSATION INFORMATION
IAMTH 000230 RECOUPMENT MONTHLY 0.12750 444 56.61
BALANCE & COMPENSATION INFORMATION Subtotal 56.61

GENERAL ACCOUNT SERVICES
22051 010000 ACCT MAINTENANCE 7.00000 1 7.00
CK021 010100 DEBITS POSTED 0.10000 12 1.20
GENERAL ACCOUNT SERVICES Subtotal 8.20

LOCKBOX SERVICES
36769 05011L LBX PAPER PACKAGE BASE 40.00000 1 40.00
03302 050400 LBX TRANSMISSION BASE 150.00000 1 150.00
03711 050136 LBX WEEKEND SERVICE BASE 70.00000 1 70.00
36709 050140 LBX WHOLESALE BASE 150.00000 1 150.00
03611 050000 LBX REMIT PROCESSED EXPRESS MAIL 1.00000 2 2.00 36731 050530 LBX CORRESPONDENCE OR REJECTS 0.30000 5 1.50 36755 050100 LBX STANDARD CHECK PROCESSED 0.30000 409 122.70 03905 050140 LBX DOCUMENT SCANNED 0.05000 5,015 250.75
36791 050600 LBX 7 YEAR IMAGE ARCHIVE 0.03000 5,015 150.45 36745 050129 LBX VALUE ADDED KEYING 0.02000 15,558 311.16 48200 050020 LBX WHOLETAIL BASE 100.00000 1 100.00
48210 050100 LBX WT CHECKS 0.00000 1,958 0.00
48220 050122 LBX WT TOTAL PAYMENTS PROCESSED 0.15000 2,190 328.50 48221 050122 LBX WT MULTI PAYMENT 0.10000 358 35.80
48222 050002 LBX WT PARTIAL PAYMENT 0.02000 161 3.22
48501 050401 LBX WT TRANSMISSION PER ITEM 0.01000 2,190 21.90 LOCKBOX SERVICES Subtotal 1,737.98

DEPOSITORY SERVICES
CK061 100400 RETURN ITEM - CHARGEBACK 2.00000 1 2.00
CK064 100416 RETURN ITEM SERVICE MTHLY BASE 0.00000 1 0.00 CK069 100401 RETURN ITEM SPECIAL INSTRUCTIONS 0.25000 1 0.25 CK081 100401 RETURN ITEM SPECIAL INST MTHLY BASE 15.00000 1 15.00 Pro Forma 2 of 10

WF AFP Service
Code Code Service Description Unit Price Volume Charges

CK075 100402 RETURN ITEM REDEPOSITED 1.00000 1 1.00
08025 100015 MISCELLANEOUS CREDITS POSTED 1.75000 64 112.00 311 100224 WHOLESALE LOCKBOX - DEPOSITED CHECK 0.05000 2,367 118.35 DEPOSITORY SERVICES Subtotal 248.60

PAPER DISBURSEMENT SERVICES
22225 150240 CHECK CASHING THRESHOLD MO BASE 0.00000 1 0.00 22245 150240 CHECKS PAY TO INDIV BLOCK MO BASE 0.00000 1 0.00 22235 150240 OTC DEBIT BLOCK MONTHLY BASE 0.00000 1 0.00 MD091 150240 PYMT AUTH MAX CHECK MTHLY BASE 10.00000 1 10.00 PAPER DISBURSEMENT SERVICES Subtotal 10.00

GENERAL ACH SERVICES
CK018 250201 ELECTRONIC CREDITS POSTED 0.10000 13 1.30
ES349 250220 ACH RECEIVED ADDENDA 0.00000 13 0.00
ES344 250202 ACH RECEIVED ITEM 0.30000 14 4.20
34333 251050 ACH FRAUD FILTER REVIEW MO BASE 5.00000 1 5.00 GENERAL ACH SERVICES Subtotal 10.50

WIRE & OTHER FUNDS TRANSFER SERVICE
ES139 350100 WIRE OUT DOMESTIC VANTAGE/API 3.00000 10 30.00 WIRE & OTHER FUNDS TRANSFER SERVICE Subtotal 30.00

INFORMATION SERVICES
34123 40022Z ALERTS SERVICE - EMAIL 0.75000 30 22.50
34120 400055 INTRADAY BASE PER ACCT PER REPORT 20.00000 1 20.00 34121 400275 INTRADAY REPORTING ITEMS RPTD 0.07500 92 6.90 34100 400052 PREV DAY BASE PER ACCT PER REPORT 20.00000 1 20.00 34115 400425 PREV DAY REPORTING ITEMS LOADED 0.07500 94 7.05 34216 400832 WIRE TEMPLATE ONLINE 0.33000 2 0.66
INFORMATION SERVICES Subtotal 77.11
Total Analyzed Charges 1,520.31
Total Analyzed Charges 1,520.31
*Total Fee Based Charges 0.00
Total Service Charges 1,520.31

Disclosures
We created this proposal for you based on our understanding of your requirements and the services in which you expressed interest. This proposal confirms the deposit and treasury management services and the pricing we plan to provide you based on certain assumptions including projected volumes and other relevant information you provided.

This document is confidential. Please do not share it without first obtaining our written permission. The services and pricing contained in this proposal are valid for 90 days. The pricing is subject to change if the actual volume or scope of services differs from the assumptions upon which we based the pricing.

Pro Forma 3 of 10
Please let us know if you believe this proposal does not accurately represent the prices or services we discussed with you. If you have questions about the services in this proposal, please contact your Treasury Management Sales Consultant or visit:

Client Analysis Statement QRG: https://wellsoffice.wellsfargo.com/ceopub/assets/pdf/client-analysis-statements/Client_Analysis_Stmnts_QRG.pdf Element Glossary - PDF: https://wellsoffice.wellsfargo.com/ceopub/assets/pdf/client-analysis-statements/cas_elem_gloss.pdf Element Glossary - Excel: https://wellsoffice.wellsfargo.com/ceopub/assets/mso/PRC/client_analysis_stmt/cas_elem_gloss.xlsx

Regarding your services

Recoupment Fees
We may assess a Recoupment Fee (Wells Fargo code IAMTH) to partially recover insurance premiums we pay to the FDIC for deposit insurance. Recoupment Fee is subject to change by bank at any time. See Commercial Account Agreement for complete details.

Fee Calculation:

Per one thousand dollars of monthly average ledger balance you maintain in your account, multiplied by 0.12750. The FDIC does not charge a bank's depositors for deposit insurance or require banks to pass the cost of deposit insurance on to their depositors. The FDIC does, however, permit a bank to recoup the cost of deposit insurance from its depositors, so long as the fee the bank charges its depositors does not reveal information that could be used to determine the bank's confidential supervisory ratings or mislead depositors by implying the FDIC is charging the fee.

Overdraft Fees
We may assess a $35 Overdraft Fee (Wells Fargo code 24250) for any item we pay into overdraft. We limit our overdraft paid fees to four per business day.

Use of Uncollected Funds Fee
We may assess Use of Uncollected Funds fee (Wells Fargo code ODACT) for each day your account has a daily negative collected account balance from uncollected funds being used. Fee Calculation: Average Daily Negative Collected Balance multiplied by Negative Collected Use of Funds Rate (Prime +3%) multiplied by Days of Month divided by 360.

Alerts Service
Charges are assessed against the volume of Alerts per user, per company, per month basis. Users are only charged for the first 80 events/alerts per month, per delivery mechanism (email or text). There is no per company cap for billing.

Wire Book Transfer
A Vantage/API Wire book transfer is between two accounts initiated via Vantage/API Wires Book Transfer workflow. A Payment Manager Book transfer is charged when the debit and credit accounts are setup in a single Vantage Company ID and entitled to Book Transfer.

Services with No Volumes
Services listed with zero volume are not included in the estimated monthly analysis fee but are included in the event the service is used in the future.

This message may contain confidential and/or privileged information. If you are not the addressee or authorized to receive this for the addressee, you must not use, copy, disclose, or take any action based on this message or any information herein. If you have received this message in error, please advise the sender immediately by reply email and delete this message.Thank you for your cooperation.

Pro Forma 4 of 10
2025 Treasury Management Pro Forma
City of Palo Alto Pricing as of January 2025

ANALYSIS SUMMARY
Average Positive Collected Balance $ 177,789.01
Reserve Requirement @ 0.00% $ 0.00
Investable Balance Available for Services $ 177,789.01

Monthly Analyzed Charges $ 2,166.46
Earnings Allowance @ 4.52% $ 658.69
Net Monthly Analyzed Charges $ 1,507.77
*Monthly Fee Based Charges $ 0.00
Total Monthly Analyzed Charges $ 1,507.77
*Charges not offset by balances

Investable balance required to offset $1.00 of analyzed charges $ 269.91

SERVICE DETAILS
WF AFP Service
Code Code Service Description Unit Price Volume Charges

BALANCE & COMPENSATION INFORMATION
IAMTH 000230 RECOUPMENT MONTHLY 0.12750 444 56.61
BALANCE & COMPENSATION INFORMATION Subtotal 56.61

GENERAL ACCOUNT SERVICES
22051 010000 ACCT MAINTENANCE 7.00000 1 7.00
CK021 010100 DEBITS POSTED 0.10000 12 1.20
GENERAL ACCOUNT SERVICES Subtotal 8.20

LOCKBOX SERVICES
03302 050400 LBX TRANSMISSION BASE 150.00000 1 150.00
03711 050136 LBX WEEKEND SERVICE BASE 70.00000 1 70.00
36709 050140 LBX WHOLESALE BASE 150.00000 1 150.00
03611 050000 LBX REMIT PROCESSED EXPRESS MAIL 1.00000 2 2.00 36731 050530 LBX CORRESPONDENCE OR REJECTS 0.30000 5 1.50 36755 050100 LBX WHOLESALE CHECKS PROCESSED 0.30000 409 122.70 03905 050140 LBX DOCUMENT SCANNED 0.08000 5,015 401.20
36745 050129 LBX VALUE ADDED KEYING 0.02000 15,558 311.16 03304 050410 LBX USPS DELIVERY PER PACKAGE 3.50000 1 3.50 03105 050412 LBX COURIER DELIVERY PER PACKAGE 9.00000 1 9.00 48200 050020 LBX WHOLETAIL BASE 100.00000 1 100.00
48210 050100 LBX WTL CHECKS PROCESSED 0.00000 1,958 0.00 48220 050122 LBX WT SCANNABLE PAYMENTS PROCESSED 0.15000 2,190 328.50 48501 050401 LBX DATA TRANSMISSION PER ITEM 0.01000 2,190 21.90 LOCKBOX SERVICES Subtotal 1,671.46

WF AFP Service
Code Code Service Description Unit Price Volume Charges

311 100224 WHOLESALE LOCKBOX - DEPOSITED CHECK 0.05000 2,367 118.35 DEPOSITORY SERVICES Subtotal 248.60

WIRE & OTHER FUNDS TRANSFER SERVICE
ES139 350100 WIRE OUT DOMESTIC VANTAGE API 3.00000 10 30.00 WIRE & OTHER FUNDS TRANSFER SERVICE Subtotal 30.00

INFORMATION SERVICES
34101 400052 PLUS INFO RPTG BASE PER ACCT Aggregate
34101 400052 PLUS INFO RPTG BASE PER ACCT Aggregate
34101 400052 PLUS INFO RPTG BASE PER ACCT Aggregate
34101 400052 PLUS INFO RPTG BASE PER ACCT Aggregate
34101 400052 PLUS INFO RPTG BASE PER ACCT Aggregate
34118 400425 PREMIUM INFO RPTG BASE PER ACCT 130.00000 1 130.00 34129 400055 Reporting Items Loaded 0.06154 7 0.43
34216 400832 WIRE TEMPLATE - CEO 0.33000 2 0.66
INFORMATION SERVICES Subtotal 131.09
Total Analyzed Charges 1,507.77
Total Analyzed Charges 1,507.77
*Total Fee Based Charges 0.00
Total Service Charges 1,507.77

Please let us know if you believe this proposal does not accurately represent the prices or services we discussed with you. If you have questions about the services in this proposal, please contact your Treasury Management Sales Consultant or visit:

Regarding your services

Fee Calculation:

Overdraft Fees
We may assess a $35 Overdraft Fee (Wells Fargo code 24250) for any item we pay into overdraft. We limit our overdraft paid fees to four per business day.

Services with No Volumes
Services listed with zero volume are not included in the estimated monthly analysis fee but are included in the event the service is used in the future.

New Contract Treasury Management Pro Forma
City of Palo Alto Pricing as of June 2025

ANALYSIS SUMMARY
Average Positive Collected Balance $ 177,789.01
Reserve Requirement @ 0.00% $ 0.00
Investable Balance Available for Services $ 177,789.01

Monthly Analyzed Charges $ 2,706.30
Earnings Allowance @ 4.52% $ 658.69
Net Monthly Analyzed Charges $ 2,047.61
*Monthly Fee Based Charges $ 0.00
Total Monthly Analyzed Charges $ 2,047.61
*Charges not offset by balances

Investable balance required to offset $1.00 of analyzed charges $ 269.91

SERVICE DETAILS
WF AFP Service
Code Code Service Description Unit Price Volume Charges

BALANCE & COMPENSATION INFORMATION
IAMTH 000230 RECOUPMENT MONTHLY 0.12750 444 56.61
BALANCE & COMPENSATION INFORMATION Subtotal 56.61

GENERAL ACCOUNT SERVICES
22051 010000 ACCT MAINTENANCE 7.00000 1 7.00
CK021 010100 DEBITS POSTED 0.10000 12 1.20
GENERAL ACCOUNT SERVICES Subtotal 8.20

LOCKBOX SERVICES
03302 050400 LBX TRANSMISSION BASE 150.00000 1 150.00
03711 050136 LBX WEEKEND SERVICE BASE 70.00000 1 70.00
36709 050140 LBX WHOLESALE BASE 150.00000 1 150.00
03611 050000 LBX REMIT PROCESSED EXPRESS MAIL 1.00000 2 2.00 36731 050530 LBX CORRESPONDENCE OR REJECTS 0.30000 5 1.50 36755 050100 LBX WHOLESALE CHECKS PROCESSED 0.30000 409 122.70 03905 050140 LBX DOCUMENT SCANNED 0.08000 5,015 401.20
36745 050129 LBX VALUE ADDED KEYING 0.02000 15,558 311.16 03304 050410 LBX USPS DELIVERY PER PACKAGE 3.50000 1 3.50 03105 050412 LBX COURIER DELIVERY PER PACKAGE 9.00000 1 9.00 48200 050020 LBX WHOLETAIL BASE 100.00000 1 100.00
48210 050100 LBX WTL CHECKS PROCESSED 0.00000 1,958 0.00 48220 050122 LBX WT SCANNABLE PAYMENTS PROCESSED 0.34246 2,190 749.99 48501 050401 LBX DATA TRANSMISSION PER ITEM 0.01000 2,190 21.90 LOCKBOX SERVICES Subtotal 2,092.95

WF AFP Service
Code Code Service Description Unit Price Volume Charges

311 100224 WHOLESALE LOCKBOX - DEPOSITED CHECK 0.10000 2,367 236.70 DEPOSITORY SERVICES Subtotal 366.95

WIRE & OTHER FUNDS TRANSFER SERVICE
ES139 350100 WIRE OUT DOMESTIC VANTAGE API 3.00000 10 30.00 WIRE & OTHER FUNDS TRANSFER SERVICE Subtotal 30.00

INFORMATION SERVICES
34101 400052 PLUS INFO RPTG BASE PER ACCT Aggregate
34101 400052 PLUS INFO RPTG BASE PER ACCT Aggregate
34101 400052 PLUS INFO RPTG BASE PER ACCT Aggregate
34101 400052 PLUS INFO RPTG BASE PER ACCT Aggregate
34101 400052 PLUS INFO RPTG BASE PER ACCT Aggregate
34118 400425 PREMIUM INFO RPTG BASE PER ACCT 130.00000 1 130.00 34129 400055 Reporting Items Loaded 0.06154 7 0.43
34216 400832 WIRE TEMPLATE - CEO 0.33000 2 0.66
INFORMATION SERVICES Subtotal 131.09
Total Analyzed Charges 2,047.61
Total Analyzed Charges 2,047.61
*Total Fee Based Charges 0.00
Total Service Charges 2,047.61

Regarding your services

Fee Calculation:

Overdraft Fees
We may assess a $35 Overdraft Fee (Wells Fargo code 24250) for any item we pay into overdraft. We limit our overdraft paid fees to four per business day.

Services with No Volumes
Services listed with zero volume are not included in the estimated monthly analysis fee but are included in the event the service is used in the future.

Exhibit 2
Master Agreement for Treasury Management Services
(Attached)

DocuSign Envelope ID: 0BD77910-E7CB-48F6-A150-C8FCEF27BA92 Ed Shikada
DocuSign Envelope ID: 0BD77910-E7CB-48F6-A150-C8FCEF27BA92 DocuSign Envelope ID: 88344AA5-5208-4B94-BE72-CB721C5A4721 10/1/2020
City Manager
10/1/2020

Wells Fargo Treasury Management Proposal
Palo Alto, City of
WF AFP
Code Code Service Description Charge Basis Price
ACH Fraud Filter
34333 251050 ACH CEO FRAUD FILTER REVIEW MO BASE Account 5.00000 ACH Receive
ES344 250202 ACH RECEIVED ITEM Transaction 0.30000
General Account Services
22051 010000 ACCT MAINTENANCE Account 7.00000
CK021 010100 DEBITS POSTED Debit 0.10000
CK018 250201 ELECTRONIC CREDITS POSTED Credit 0.25000
08025 100015 MISCELLANEOUS CREDITS POSTED Transaction 1.00000 General Disbursement Services
22225 150240 CHECK CASHING THRESHOLD MO BASE Account 0.00000 22245 150240 CHECKS PAY TO INDIV BLOCK MO BASE Account 0.00000 22235 150240 OTC DEBIT BLOCK MONTHLY BASE Account 0.00000 MD091 150240 PYMT AUTH MAX CHECK MTHLY BASE Account 10.00000 Image Delivery
27707 400340 CEO SEARCH Inquiry 0.50000
Information Reporting
34121 400274 CEO INTRADAY REPORTING ITEMS RPTD Item reported 0.10000 34120 400055 CEO INTRADAY REPORTING MAINTENANCE Account 35.00000 34115 400272 CEO PREV DAY REPORTING ITEMS LOADED Item loaded 0.07500 34100 400052 CEO PREV DAY REPORTING MAINTENANCE Account 35.00000 MSC-TM
48340 050410 WTLBX FIRST CLASS POSTAGE PKG $ pass through 1.05000 Other Non TM
IAMTH 000230 RECOUPMENT MONTHLY Deposit assessment 0.12750 Paper Checks Deposited
321 100220 DEPOSITED CHECKS LBX - ON US Check deposited 0.05000 322 100225 RETAIL LOCKBOX - DEPOSITED CHECK Check deposited 0.05000 311 100225 WHOLESALE LOCKBOX - DEPOSITED CHECK Check deposited 0.05000 Returned Items
CK064 100416 CEO RETURN ITEM SERVICE MTHLY BASE Customer ID 0.00000 CK061 100400 RETURN ITEM - CHARGEBACK Transaction 2.00000 CK069 100401 RETURN ITEM SPECIAL INSTRUCTIONS Transaction 0.25000 CK081 100401 RETURN ITEM SPECIAL INST MTHLY BASE Account 15.00000 Wells Tax
32068 010099 WELLSTAX CEO SUBSCRIPTION Access code 6.00000 Customer Proposal Report
DocuSign Envelope ID: 0BD77910-E7CB-48F6-A150-C8FCEF27BA92 DocuSign Envelope ID: 0BD77910-E7CB-48F6-A150-C8FCEF27BA92 DocuSign Envelope ID: 88344AA5-5208-4B94-BE72-CB721C5A4721 WF AFP
Code Code Service Description Charge Basis Price
Wholesale Lockbox
36709 05011R WLBX MONTHLY BASE Lockbox 100.00000
03611 050000 WLBX REMIT PROCESSED EXPR MAIL Remittance 1.00000 36731 050530 WLBX CORRESPONDENCE / REJECTS Envelope 0.30000 36755 050100 WLBX STANDARD ITEM PROCESSED Remittance 0.30000 03905 05011R WLBX DOCUMENT SCANNED Remittance 0.05000
36727 050600 WLBX 7 YR ARCHIVE BW Image 0.03000
36745 050129 WLBX VALUE ADDED KEYING Keystroke 0.01000
36724 050301 WLBX DAILY DEPOSIT CUT Deposit 1.00000
48200 050020 WTLBX MONTHLY BASE Lockbox 65.00000
48205 050401 WTLBX TRANSMISSION MONTHLY BASE Transmission 65.00000 48210 050100 WTLBX CHECKS Check 0.00000
48220 050122 WTLBX TOTAL PAYMENTS PROCESSED Coupon 0.13000 48221 050122 WTLBX MULTI PAYMENT Coupon 0.10000
48222 050002 WLTLBX PARTIAL PAYMENT Coupon 0.02000
48241 059999 WTLBX REMIT PROCESSED EXPR MAIL Transaction 2.00000 48244 050530 WTLBX CORRESPONDENCE / REJECTS Envelope 0.25000 48249 050424 WTLBX 7 YEAR B/W IMAGE ARCHIVE Image archived 0.01000 48318 059999 WTLBX VALUE ADDED KEYING - NON SCAN Keystroke 0.01000 48230 050301 WTLBX DAILY DEPOSIT CUT Deposit 1.00000
48501 050401 WTBX TRANSMISSION ITEM Remittance 0.01000
34220 05031Z LOCKBOX CEO SUBSCRIPTION MTHLY BASE Account 35.00000 Wires Origination and Reporting
ES139 350100 WIRE OUT DOMESTIC - CEO Transfer 5.00000
A CEO Wire book transfer is between two accounts initiated via CEO Wires Book Transfer workflow.

A Payment Manager book transfer is charged when the debit and credit accounts are setup in a single CEO Company id and entitled to Book Transfer.

This proposal was created for you based on your requirements and the services you expressed interest in.

This document confirms the deposit and treasury management services and the prices that we plan to provide you based on certain assumptions including, projected volumes and other relevant information that you provided and the deposit and treasury management services you selected.

The pricing is subject to change if the actual volume and/or scope of services differ from the assumptions upon which the pricing estimate was based.

Please let us know if you believe this document does not accurately represent the prices or services you agreed to. For additional service definitions, please contact your Treasury Management Sales Consultant or visit:
www.wellsfargo.com/accountanalysis
This document is a confidential pricing agreement between Wells Fargo Bank and the Customer.

Neither party has the right to share this information with any entity or entities outside of their organization, without the permission of the other party.

Postage is a pass-through element and appears on your statement as $1.00 to represent 100% of postage cost recovery. The presort rate for a 1 oz. domestic package is used to calculate cost, but costs increase for heavier packages and foreign mail pieces. Because rates vary, Wells Fargo does not charge a flat postage rate per package.

Instead, we accumulate the total amount of postage paid each month, round the amount to the nearest dollar, and report the total as volume on your statement. Postage rates are subject to change as determined by the USPS.

Customer Proposal Report
DocuSign Envelope ID: 0BD77910-E7CB-48F6-A150-C8FCEF27BA92 DocuSign Envelope ID: 0BD77910-E7CB-48F6-A150-C8FCEF27BA92 DocuSign Envelope ID: 88344AA5-5208-4B94-BE72-CB721C5A4721

Commercial Account Agreement
Effective April 6, 2020

Contents

Welcome to Wells Fargo
Thank you for opening an account with us. We value your relationship and hope we answered all your questions when you opened your account. Please review this account agreement for further details about your account and related services.

What words do we use to refer to you (the customer), Wells Fargo, and this account agreement? • Customer is “company”, “you”, “your”, or “yours”.
• Wells Fargo Bank, N.A. is “Wells Fargo”, “bank”, “we”, “us” or “our”. • This Commercial Account Agreement and the disclosures listed below constitute the “Agreement”:
– The pricing information and other account-related information – Our collection schedule
– Our privacy policy
– Our rate sheets for interest-bearing accounts
– Any additional disclosures we provide to you about your account and related services

What information does the Agreement contain?
The Agreement:
• Explains the terms of your banking relationship with Wells Fargo and is the agreement between you and us for your account and related services, and
• Replaces all prior deposit agreements including any oral or written representations.

01 Welcome to Wells Fargo
03 Resolving disputes through
arbitration
04 Important legal information
05 Statements and other
notices relating to your
deposit account
09 Rights and responsibilities

15 Checking and savings
accounts
16 Electronic check
indemnifications
17 Funds availability policy
19 Available balance, posting
order, and overdrafts
21 Additional rules for checks
and withdrawals

23 Your account ownership
24 Interest earning accounts
26 Time Accounts (CDs)
27 Electronic banking services
29 Selected services

You are responsible for ensuring that any authorized signer on your account is familiar with the Agreement.

We suggest you keep a copy of the Agreement – and any further information we provide you about changes to the Agreement for as long as you maintain your Wells Fargo accounts.

Words with specific meanings
Certain words have specific meanings as they are used throughout this Agreement. These words and their meanings are defined in this section, and others are found later in this Agreement.

Affiliate
A bank or other entity that is, directly or indirectly, a wholly or substantially owned subsidiary of Wells Fargo & Company.

Authorized signer
A person who has your actual or apparent authority to use your account, even if they have not signed the account application. We may rely solely on our records to determine the form of ownership of and the authorized signers on your account.

Account
Any business deposit account or commercial deposit account that is not held or maintained primarily for personal, family or household purposes. Examples of accounts include an account owned by an individual acting as a sole proprietor, a partnership, a limited partnership, a limited liability partnership, a limited liability company, a corporation, a joint venture, a non-profit corporation, an employee benefit plan or a governmental unit including an Indian tribal entity.

Business day
Every day is a business day except Saturday, Sunday, and federal holidays.

Collected balance
The collected balance is the ledger balance in your account less the deposit float.

Deposit float
The deposit float is the total dollar amount of items deposited in your account that has yet to be credited as part of your collected balance as a result of the Bank’s or applicable affiliate’s collection schedule.

Investable balance
The investable balance is the collected balance in your account less the portion required by law to be held at a Federal Reserve Bank and other adjustments.

Item
An item is an order, instruction, or authorization to withdraw or pay funds or money from your account. Examples include checks, drafts, and electronic transactions, including ACH. Paper items may be referred to as checks in this agreement.

Ledger balance
The ledger balance is the balance in your account after all debits and credits for the business day have been posted.

Overdraft
An overdraft is a negative balance in your account.

Are we allowed to change the Agreement?
Yes. We can change the Agreement by adding new terms or conditions, or by modifying or deleting existing ones. We refer to each addition, modification, or deletion to the Agreement as a modification.

Notice of a modification: If we are required to notify you of a modification to the Agreement, we will describe the modification and its effective date by a message in your account statement or by any other appropriate means.

Waiver of a term of the Agreement: If we waive a right related to your account under this Agreement on one or more occasions, it does not mean we are obligated to waive the same right on any other occasion.

How do I consent to the Agreement and any future modifications to the Agreement? By signing the signature card for an account or using your account or service, you agree to this Agreement. Continuing to maintain or use the account or service after a modification to the Agreement means that you have consented to the changes.

What happens if a term of the Agreement is determined to be invalid? Any term of the Agreement that is inconsistent with the laws governing your account will be considered to be modified by us and applied in a manner consistent with those laws. Any term of the Agreement that a court of competent jurisdiction determines to be invalid will be modified accordingly. In either case, the modification will not affect the enforceability or validity of the remaining terms of the Agreement.

Who will communicate with you about your account?
We may provide you or an authorized signer with information about your account. When we receive information from an authorized signer, we treat it as a communication from you. You agree to notify us promptly in writing if an authorized signer no longer has authority on your account.

Resolving disputes through arbitration
Arbitration Agreement between you and Wells Fargo
Upon demand of by you or us, any dispute or claim arising from or relating to this Agreement, or the breach thereof, must be submitted to arbitration administered by the American Arbitration Association (“AAA”) under its Commercial Arbitration Rules, and must be heard before three arbitrators if the amount in dispute is US $5,000,000 or more or its equivalent in any other currency, and before one arbitrator for amounts less than US $5,000,000 or its equivalent in any other currency. Arbitration will proceed in a location selected by AAA in the state of the applicable Governing Law, and if there is no such state, the place of arbitration must be New York, NY. The language of the arbitration mus t be English.

Judgment on the award rendered by the arbitrators may be entered in any court having competent jurisdiction. This arbitration requirement does not limit the right of you or us to: (a) exercise self -help remedies, including setoff or (b) obtain provisional or ancillary remedies such as injunctive relief or attachment, before, during or after the pendency of any arbitration proceeding. This exclusion does not constitute a waiver of the right or obligation of you or us to submit any dispute to arbitration hereunder, including those arising from the exercise of the actions detailed in (a) and (b) of this subsection.

Can either Wells Fargo or you participate in class or representative actions? No. Wells Fargo and you agree that the resolution of any dispute arising from the terms of this Agreement will be resolved by a separate arbitration proceeding and will not be consolidated with other disputes or treated as a class. Neither Wells Fargo nor you will be entitled to join or consolidate disputes by or against others as a representative or member of a class, to act in any arbitration in the interests of the general public, or to act as a private attorney general. If any provision r elated

to a class action, class arbitration, private attorney general action, other representative action, joinder, or consolidation is found to be illegal or unenforceable, the entire Arbitration Agreement will be unenforceable.

Important legal information

What laws govern your account?
The laws governing your account include:
• Laws, rules, and regulations of the United States, and • Laws of the state in which the office that maintains your account is located , without regard to its conflicts of laws principles.

If a different state law applies, we will notify you.

Any funds transfer (including a wire transfer) that is a remittance transfer as defined in Regulation E, Subpart B, will be governed by the laws of the United States and, to the extent applicable, the laws of the state of New York, including New York’s version of Article 4A of the Uniform Commercial Code, without regard to its conflict of laws principles.

What are our rules on illegal transactions?
You must not use your account or any relationship you may have with us for any illegal purpose, including “restricted transactions” as defined in the Unlawful Internet Gambling Enforcement Act of 2006 and its implementing regulation, Regulation GG. In our discretion, we may block or otherwise prevent or prohibit those transactions and, further, we may close the account or end our relationship with you.

Are we your fiduciary?
No. Our relationship to you concerning your account is that of a debtor and creditor. There is no fiduciary, quasi -fiduciary, or special relationship between you and us.

Will any person or entity be considered a third party beneficiary under this Agreement? No. No other person or entity will be considered to be a third party beneficiary under this Agreement.

Can you use our name or refer to our relationship without our consent? No. You and we will not use each other’s name or refer to our relationship in any solicitation, marketing material, advertisement, news release or other written, online or oral communication without specific prior written consent for each such use or release, except that we may use your name as a reference in service proposals if we obtain your prior oral or written approval for such use.

What is the controlling language of our relationship?
English is the controlling language of our relationship with you. If there is a discrepancy between our English -language and translated materials, the English version prevails over the translation.

How will we contact you about your account?
For us to service your account or collect any amount you owe, we may contact you by telephone, text, email, or mail. We are permitted to use any address, telephone number or email address you provide. You agree to provide accurate and current contact information and only give us telephone numbers and email addresses that belong to you.

When you give us a telephone number, you are providing your express consent permitting us (and any party acting on behalf of Wells Fargo) to contact you by calling or texting that telephone number. When we call you, you agree that we may leave prerecorded or artificial voice messages. You also agree that we may use automatic telephone dialing systems in DocuSign Envelope ID: 0BD77910-E7CB-48F6-A150-C8FCEF27BA92 DocuSign Envelope ID: 0BD77910-E7CB-48F6-A150-C8FCEF27BA92 DocuSign Envelope ID: 88344AA5-5208-4B94-BE72-CB721C5A4721 5 Commercial Account Agreement

connection with calls or text messages sent to any telephone number you give us, even if it is a mobile phone number or other communication service for which the called party may be charged.

What courts may be used to resolve a dispute?
Wells Fargo and you each agree that any lawsuits, claims, or other proceedings arising from or relating to your account or the Agreement, including the enforcement of the Arbitration Agreement and the entry of judgment on any arbitration award, will be venued exclusively in the state or federal courts in the state whose laws govern your account, without regard to conflict of laws principles.

Statements and other notices relating to your deposit account How do we make account statements and notices available to you? We will mail, send electronically, or otherwise make available to you an account statement reflecting your account activity for each statement period. We will do the same with notices. We will send all account statements and notices to the postal or electronic address associated with your account.

Combined account statements: To reduce the number of separate account statements you receive each month, we may combine statements if you have more than one deposit account.

If we provide a combined account statement for your accounts, we consider your first account as your primary account.

You will receive your account statement at the address listed for your primary account. Statements for accounts in a combined statement will be delivered according to the delivery preference of the primary account.

When are your account statements and notices considered received? If there is more than one authorized signer on your account, we may send statements and notices to any one of them (unless you have otherwise instructed us in writing). You assume the risk of loss in the mail.

Mailed account statements: When we mail your account statement or notices, we consider it received by you on the second business day after mailing it.

Electronic delivery of account statements: Account statements will be made available through Wells Fargo Business Online® Banking or the Commercial Electronic Office®, as applicable, after the end of the statement period. You will be notified via email that the account statement is available for viewing. We consider the account statement to be delivered to you when it is available online.

What happens if your account statement or notices are returned or undeliverable? Unless otherwise prohibited by the laws governing this Agreement, your account statements or notices will be considered unclaimed or undeliverable if:
• Two or more account statements or notices are returned to us through the mail because of an incorrect address, or • We notify you electronically that your account statement or notices are available for viewing at Wells Fargo Business Online® Banking or the Commercial Electronic Office®, as applicable, and we receive email notifications that our message is undeliverable.

In either event, we may:
• Discontinue sending account statements and notices, and • Destroy account statements and notices returned to us as undeliverable DocuSign Envelope ID: 0BD77910-E7CB-48F6-A150-C8FCEF27BA92 DocuSign Envelope ID: 0BD77910-E7CB-48F6-A150-C8FCEF27BA92 DocuSign Envelope ID: 88344AA5-5208-4B94-BE72-CB721C5A4721 6 Commercial Account Agreement

How can you or Wells Fargo change your address for your account? Address change requests you make: You can change the postal or email address or other means by which we make your account statements and notices available to you at any time by notifying us of your request by telephone or email. We will act on your request within a reasonable time after we receive it. Unless you instruct otherwise, we may change the postal or email address only for the accounts you specify or for all or some of your other accounts with us.

Address changes we make: We may update your listed address without a request from you if we:
• Receive an address change notice from the U.S. Postal Service, • Receive information from another party in the business of providing correct address details that your actual address does not match the listed address for your account or card, or • Identify a need to rely on another address you have provided us.

When are notices you send to us effective?
Any notice from you is effective once we receive it and have a reasonable opportunity to act on it.

What obligations do you have to review account statements and notices and notify us of errors? You are obligated to:
• Examine your account statement and notices promptly and carefully. • Notify us promptly of any errors.
• Notify us within 30 days after we have made your account statement or notices available to you of any unauthorized transaction on your account. Note: If the same person has made two or more unauthorized transactions and you do not notify us of the first one within this 30-day period, we will not be responsible for unauthorized transactions made by the same wrongdoer.
• Notify us within 6 months after we have made your account statement or notices available to you if you identify any unauthorized, missing, or altered endorsements, or other errors on your items

You can notify us of errors on your account statement by promptly:
• Calling the telephone number listed on your account statement or in notices, or • Sending us a written report (if instructed by us) as soon as possible, and at least within the specified timeframes.

Funds transfers are subject to different time periods for notification of errors, as described in the “Fund transfer services ” part of this Agreement. Common examples of fund transfers are ACH, wire transfers, and Real -Time Payments (RTP®).

What happens if you do not notify us of an unauthorized transaction within the time frames specified above? If you do not notify us of any unauthorized transaction, error, or claim for a credit or refund within th e time frames specified above, your account statement or transaction will be considered correct. We will not be responsible for any unauthorized transaction, error, or claim for transactions included in this statement.

When is a transaction unauthorized?
A check is unauthorized when it is:
• Missing a required signature or you have not otherwise authorized it, • Forged, or
• Altered (for example, the amount of a check or the payee’s name is changed).

What happens when you report an unauthorized transaction? We investigate any reports of unauthorized activity on your account. After you submit a claim, we may require you to:
• Complete and return the claim form and any other documents we require, • Notify law enforcement, and
• Cooperate fully with us in our investigation.

We can reverse any credit made to your account resulting from a claim of unauthorized transaction if you do not cooperate fully with us in our investigation or recovery efforts, or we determine the transaction was authorized.

Are you responsible for taking reasonable steps to help prevent fraud on your account? Yes. You agree to take reasonable steps to ensure the integrity of your internal procedures with respect to your account and items drawn on your account or deposited to it. To help prevent embezzlement and protect your assets, we recommend that you:
• Assign responsibilities for your account to multiple individuals. Those who reconcile statements for your account should be different from those who issue items drawn on your account. • Reconcile statements for your account as you receive them; notify us immediately of any problem. • Contact us immediately if you do not receive the statement for your account when you would normally expect to. • Watch for checks cashed out of sequence or made out to cash. These are classic red flags for embezzlement. • Secure your supply of checks at all times. Stolen checks are a common method of embezzlement. • Periodically reassign accounting duties, such as reconciling your account or making a deposit. • Review your transaction activity for unexpected fluctuations. For example, compare the percentage of cash deposits to total deposit size. Most businesses will maintain a constant average. A large fluctuation might indicate embezzlement. • Destroy any checks that you do not intend to use.
• Use tamper resistant checks at all times. Please contact your relationship manager for more information. • Notify us immediately when an authorized signer’s authority ends so that his/her name can be removed from all signature cards and online banking access, and any cards that we have issued to him/her can be cancelled. • Do not sign blank checks.
• Obtain insurance coverage for these risks.

Protection against unauthorized items
You acknowledge there is a growing risk of losses resulting from unauthorized items. We offer services that provide effective means for controlling the risk from these items. The services include:
• Positive pay, positive pay with payee validation, or reverse positive pay • ACH fraud filter, and
• Payment authorization service.

In addition, we may recommend you use certain fraud prevention practices to reduce your exposure to fraud. Each of these practices is an industry best practice. An example of a best practice is dual custody, which requires a payment or user modification initiated by one user to be approved by a second user on a different computer or mobile device before it takes effect.

If we have expressly recommended you use one or more of these services or best practice (or any other service related to fraud prevention that we offer after the date of this Agreement) and you (a) either decide not to use the recommended service or best practice, or (b) do not use the service or best practice according to the applicable service description or o ur other documentation applicable to it, you will be treated as having assumed the risk of any losses that could have been mitigated or prevented

Lost or stolen checks; unauthorized items
If any of your unissued checks have been lost or stolen, or if you learn that unauthorized items are being issued on your account, you agree to notify us at once. To the extent that your failure to notify us hampers our ability to prevent loss, we DocuSign Envelope ID: 0BD77910-E7CB-48F6-A150-C8FCEF27BA92 DocuSign Envelope ID: 0BD77910-E7CB-48F6-A150-C8FCEF27BA92 DocuSign Envelope ID: 88344AA5-5208-4B94-BE72-CB721C5A4721 8 Commercial Account Agreement

will be relieved of any liability for those items. Upon receipt of any notice fr om you, we – without any liability to you – will dishonor any item you, or any authorized signer, has indicated is unauthorized and may:
• Close your account and open a new account for you, or • Pay any item presented for payment on your account, provided you have instructed us to pay that item and given us its number.

If we open a new account for you and you have authorized a third party to automatically make regular deposits to or withdrawals from your account (such as wire or ACH transfers), we will have no liability to you if you do not receive any regularly scheduled deposit or if a regularly scheduled payment is not made for you because you did not notify that third party in a timely fashion of the number of your new account.

When does my account become dormant?
Checking accounts, savings accounts, and Time Accounts (CDs) Generally, your account becomes dormant if you do not initiate an account -related activity for:
• 12 months for a checking account,
• 34 months for a savings account, or
• 34 months after the first renewal for a Time Account.

An account-related activity is determined by the laws governing your account. Examples of account -related activity are depositing or withdrawing funds at a banking location or ATM, or writing a check which is paid from the account.

Automatic transactions (including recurring and one-time), such as pre-authorized transfers, payments and electronic deposits (including direct deposits), set up on the account may not prevent the account from becoming dormant.

What happens to a dormant account?
We put safeguards in place to protect a dormant account which may include restricting the following transactions:
• Transfers by telephone,
• Transfers or payments through Wells Fargo Business Online® Banking or the Commercial Electronic Office®, and • Wire transfers (incoming and outgoing).

Normal monthly service and other fees continue to apply (except where prohibited by law).

If you do not initiate an account-related activity on the account within the time period as specified by state unclaimed property laws, your account funds may be transferred to the appropriate state. This transfer is known as “escheat.” If your account becomes escheatable, account statements will no longer be available. Your account will be closed. To recover your account funds, you must file a claim with the state.

What are checking subaccounts?
For each checking account you maintain with us, we may establish on your behalf a master account and two subaccounts.

All information that is made available to you about your account will be at the master account level. The subaccounts are composed of a savings account and a checking account.

On the first day of each month, we will allocate funds between the two subaccounts as appropriate. Items received by us that are drawn against your master account will be presented for payment against the checking subaccount. Funds will be transferred from the savings subaccount as may be needed to cover checks presented on the checking subaccount. On the sixth transfer from the savings subaccount during a statement period, all of the funds on deposit in the savings subaccount will be transferred to the checking subaccount. If your account earns interest, the use of subaccounts will not affect the interest you earn.

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Rights and responsibilities
What responsibilities do you and Wells Fargo have to each other? You and we are responsible for complying with the Agreement. We exercise ordinary care when we provide services. When we take a check for processing by automated means, ordinary care does not require us to examine the check. In all other cases, ordinary care requires only that we follow standards that do not vary unreasonably from the general standards followed by similarly situated banks.

Except to the extent we fail to exercise ordinary care or to comply with the Agreement, you agree to indemnify and hold us harmless from all claims, demands, losses, liabilities, judgments, and expenses (including attorney’s fees and expenses) arising out of or in any way connected with our performance under the Agreement. You agree this indemnification will survive termination of the Agreement.

In no event will either Wells Fargo or you be liable to the other for any special, consequential, indirect, or punitive damag es.

The limitation does not apply where the laws governing your account prohibit it.

We will not have any liability to you if your account has non-sufficient available funds to pay your items due to actions we have taken according to the Agreement.

Circumstances beyond your control or ours may arise and make it impossible for us to provide services to you or for you to perform your duties under the Agreement. If this happens, neither Wells Fargo nor you will be in violation of the Agreement.

Are you obligated to pay our fees?
Yes. By continuing to maintain your account you agree to pay our fees according to the pricing information.

Why do we charge a recoupment fee?
We assess the recoupment fee to partially recover insurance premiums we pay to the FDIC for deposit insurance. The amount of the recoupment fee appears on the periodic statement or client analysis statement for your account and is based on the monthly average ledger balance you maintain in your account. The recoupment fee is subject to change by us at any time without notice. For questions about the recoupment fee, you may contact your relationship manager.

Note: The FDIC charges each insured bank a fee to cover its share of the cost of providing deposit insurance to depositors.

The FDIC does not charge a bank’s depositors for deposit insurance or require banks to pass the cost of deposit insurance on to their depositors. The FDIC does, however, permit a bank to recoup the cost of deposit insurance from its depositors, so long as the fee the bank charges its depositors does not reveal information that could be used to determine the bank’s confidential supervisory ratings or mislead depositors by implying the FDIC is charging the fee.

Is
my account subject to a deposit balance fee?
We reserve the right to assess a monthly deposit balance fee on the average positive collected balance in your business and commercial deposit account(s) with us. When we assess the deposit balance fee, the amount of the fee will appear on the periodic statement or client analysis statement for your account(s). The deposit balance fee is subject to change by us at any time without notice. For questions about the fee, you may contact your relationship manager.

Are you responsible for paying taxes?
Yes. Fees may be subject to state and local sales taxes, which vary by location, and will be assessed as appropriate. You also agree to pay an amount equal to any other applicable taxes, including backup withholding tax.

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How do you pay our fees and expenses?
We are permitted to either directly debit your account or invoice you for our fees, expenses, and taxes incurred in connection with your account and related services. We will debit service fees on the day of each calendar month we separately disclose to you, or if that day is not a business day, on the next business day. If there are non-sufficient funds in your account to cover the debit, we may create an overdraft on your account.

You agree to promptly pay any invoiced amount. We may assess finance charges on any invoiced amounts that are not paid within 45 days of the date of invoice. Finance charges are assessed at a rate of 1.5% per month (18% per annum) or the highest amount permitted by the laws governing this agreement, whichever is less. Charges for accrued and unpaid interest and previously assessed finance charges will not be included when calculating finance charges. Payments and other reductions of amounts owed will be applied first to that portion of outstanding fees attributable to charges for accrued and unpaid interest and previously assessed finance charges, then to other fees and charges.

If an earnings allowance accrues, do we apply it to your fees and expenses? Yes. If an earnings allowance accrues on your account, we will periodically apply your accrued ear nings allowance to eligible fees and expenses (unless we otherwise indicate in writing). If both an earnings allowance and interest accrue on your account, the interest may be shown as an offset to the earnings allowance on the client analysis statement fo r your account. If your earnings allowance exceeds your total maintenance and activity fees for the statement cycle for your account, the excess credit is not paid to you, nor is it carried forward to the following statement cycle. We may debit your account (or any other account you maintain with us) or invoice you for any amount by which the fees and expenses exceed the accrued earnings allowance on your account.

Note: Your earnings allowance is calculated by applying the earnings credit rate to the inv estable balance available in your account. The earnings credit rate is a variable rate that we may change at any time.

May we use the funds in your accounts to cover debts you owe us? Yes. We have the right to apply funds in your accounts to any debt you owe us. This is known as setoff. When we set off a debt you owe us, we reduce the funds in your accounts by the amount of the debt. We are not required to give you any prior notice to exercise our right of setoff.

A debt includes any amount you owe individually or together with someone else, both now and in the future. It includes any overdrafts and our fees. We may set off for any debt you owe us that is due or past due as allowed by the laws governing your account.

If your account is an unmatured Time Account, then we may deduct any early withdrawal fee or penalty. This may be due as a result of our having exercised our right of setoff.

If you have a sweep account, you authorize us to redeem your shares in the designated money market fund and apply the proceeds to any amount you owe us. Our right to setoff is in addition to and apart from any other rights under any other security interest you may have granted to us.

Do you grant us a security interest in your accounts with us? Yes. To ensure you pay us all amounts you owe us under the Agreement (e.g., overdrafts and fees), you grant us a lien on and security interest in each account you maintain with us, including your accounts with any affiliate. By opening and maintaining each account with us, you consent to our asserting our security interest if the laws governing the Agreement require your consent. Our rights under this security interest are in addition to and apart from any other rights under any other security interest you may have granted to us.

Can Wells Fargo benefit from having the use of funds in customers’ non -interest bearing accounts? Yes. We may use these funds to reduce our borrowing from other sources such as the Fed Funds market, or invest them in short-term investments such as our Federal Reserve Account. This benefit may be referred to as spread. It is not possible DocuSign Envelope ID: 0BD77910-E7CB-48F6-A150-C8FCEF27BA92 DocuSign Envelope ID: 0BD77910-E7CB-48F6-A150-C8FCEF27BA92 DocuSign Envelope ID: 88344AA5-5208-4B94-BE72-CB721C5A4721 11 Commercial Account Agreement
to quantify the benefit to us that may be attributable to a particular customer’s funds. That’s because funds from all customers’ non-interest earning accounts are aggregated to reduce our borrowing costs and for investment, and our use of funds may vary depending on a number of factors including interest rates, Federal Funds rates, credit risks, and our anticipated funding needs. Our use of funds as described in this paragraph has no effect or impact on your use of and access to funds in your account.

What is the applicable exchange rate?
The applicable exchange rate is the exchange rate we set and use for you when we convert one currency to another currency. It includes a markup over our cost of sourcing the relevant currency. The markup factors include without limitation costs incurred, market risks, and our desired return. The exchange rate we provide to you may be different from exchange rates you see elsewhere. Foreign exchange markets are dynamic and rates fluctuate over time based on market condition, liquidity, and risks. We reserve the right to refuse to process any request for a foreign exchange transaction.

What are we allowed to do if there is an adverse claim against your account? An adverse claim occurs when:
• Any person or entity makes a claim against your account funds, • We believe a conflict exists between or among your authorized signers, or • We believe a dispute exists over who has account ownership or authority to withdraw funds from your account.

In these situations, we may take any of the following actions without any responsibility to you:
• Continue to rely on the documents we have on file for your account. • Honor the claim against your account funds if we are satisfied the claim is valid. • Freeze all or a part of the funds in your account until we believe the dispute is resolved to our satisfaction. • Close your account and send a check for the available balance in your account payable to you or to you and each person or entity who claimed the funds.
• Pay the funds into an appropriate court.

We also may charge any account you maintain with us for our fees and expenses in taking these actions (including attorney’s fees and expenses).

How do we handle the legal process?
Legal process includes any levy, garnishment or attachment, tax levy or withholding order, injunction, restraining order, subpoena, search warrant, government agency request for information, forfeiture or seizure, and other legal process relating to your account.

We will accept and act on any legal process we believe to be valid, whether the process is served in person, by mail, by electronic notification, or at any banking location.

If we incur any fees or expenses (including attorney’s fees and expenses) due to responding to legal process related to your account, we may charge these costs to any account you maintain with us.

If you carry special insurance for employee fraud or embezzlement, can we require you to file your claim with your insurance company before making any claim against us? Yes. If you have special insurance for employee fraud or embezzlement, we reserve the right to require you to file your claim with your insurance company before making any claim against us. In that event, we will consider your claim only after we have reviewed your insurance company’s decision, and our liability to you, if any, will be reduced by the amount your insurance company pays you.

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Are there any minimum balance requirements or other restrictions? We may impose minimum balance requirements or other restrictions on your account, which we may disclose to you.

Are we allowed to restrict access to your account?
Yes. If we suspect any suspicious, unauthorized, or unlawful activities, we can restrict access to your account and other accounts with us that you maintain or control.

Are we allowed to convert your account without your request? Yes. We can convert your account to another type of account (by giving you any required notice).

Are we allowed to terminate or suspend a service related to your account? Yes. We can terminate or suspend specific services (e.g., wire transfers) related to your account without closing your account and without prior notice to you. You can discontinue using a service at any time.

When can we close your account?
We reserve the right to close your account at any time. If we close your account, we may send the remaining balance on deposit in your account by postal mail or credit it to another account you maintain with us.

When can you close your account?
• You can request to close your account at any time if the account is in good standing (e.g., does not have a negative balance or restrictions such as holds on funds, legal order holds, or court blocks on the account). At the time of your request, we will assist you in withdrawing or transferring any remaining funds, bringing your account balance to zero.

Whether you or we close the account, you agree to maintain on deposit in your account sufficient funds (determined in our sole discretion) to cover outstanding items to be paid from your account, charge- backs including returned deposited items, and our fees and expenses.
• All outstanding items need to be processed and posted to your account before you make a request to close. Once the account is closed, items will be returned unpaid.
• Any recurring payments or withdrawals from your account need to be cancelled before you make a request to close (examples include bill payments and direct deposits). Otherwise, they may be returned unpaid. • We will not be liable for any loss or damage that may result from not honoring items or recurring payments or withdrawals that are received after your account is closed. • At the time of your request to close:
• For interest-earning accounts, your funds stop earning interest from the date of your request. • The Agreement continues to apply.
• If you have requested closing your account and a positive balance remains, we may send you a check for the remaining balance.
• Even after your account is closed, you will remain responsible for any negative balance.

Are transactions subject to verification by us?
Yes. All transactions are subject to our verification. This includes cash, items, or other funds offered for deposit for which we have provided a receipt. We do not verify all transactions. We reserve the right to reverse or otherwise adjust, at any time without prior notice to you, any debit or credit we believe we have erroneously made to your account.

Are we required to accept all deposits to your account? No. We may decline all or part of a deposit, including a cash deposit. Some examples are:
• An item made out to a payee not on your account,
• An item with an endorsement we are unable to verify,
• A check or draft issued on a credit account,
• A very large cash deposit, and
• A non-U.S. item.

DocuSign Envelope ID: 0BD77910-E7CB-48F6-A150-C8FCEF27BA92 DocuSign Envelope ID: 0BD77910-E7CB-48F6-A150-C8FCEF27BA92 DocuSign Envelope ID: 88344AA5-5208-4B94-BE72-CB721C5A4721 13 Commercial Account Agreement
When we are unable to verify an endorsement on an item, we can also decline to pay, cash, or send the item for collection.

We can require all endorsers to be present and we may require you to deposit the item instead of permit ting you to cash it.

For non-U.S. items, please see the response to “How do we handle non-U.S. items?”. We may require any person wanting to make a cash deposit to provide an acceptable form of identification before we accept the deposit for processing.

Who is responsible to make sure the declared amount of funds offered for deposit is accurate? It is your responsibility, and we have no obligation to make sure the declared amount of your deposit is accurate. If we find a discrepancy exists between the declared and the actual amount of the funds, we are permitted to debit or credit your account and we may notify you if any adjustments are made. We are also permitted to use the declared amount as the correct amount to be deposited and to not adjust a discrepancy if it is less than our standard adjustment amount. We are permitted to vary our standard adjustment amount from time to time without notice to you and to use different amounts depending on account type.

You may arrange for us to adjust all discrepancies identified during any verification without using our standard adjustment amount by contacting your relationship manager.

What happens if there is an error in the amount of a deposit? If you notify us of an error in the amount of a deposit shown on your account statement within 30 days after receiving your account statement or it is made available to you, we will review the deposit and make any adjustment we determine is appropriate, subject to any applicable fees. If you do not notify us during this time frame, we will consider the deposit amount on your statement to be correct. This means that if the actual amount is less than the amount on the statement, the difference will become your property. If the actual amount is more than the amount shown on the s tatement, the difference will become our property.

Are we allowed to obtain credit reports or other reports about you? Yes. We can obtain a credit or other report about you to help us determine whether to open or maintain an account. Other reports we can obtain include information from the following: 1) motor vehicle departments, 2) other state agencies, or 3) public records.

Are we required to obtain a tax identification number certification from you? Yes. U.S. Treasury regulations require us to determin e the tax residency of all customers and payees who could receive income that is reportable to the IRS. We accomplish this by obtaining a Form W -9 from all U.S. taxpayers and a type of Form W-8 from all foreign customers.
• For U.S. taxpayers, the Form W-9 is how we document U.S. tax residency and obtain a Taxpayer Identification Number (“TIN”) from the primary owner of each account that earns reportable income. Until we have received the Form W-9 and TIN, we are required to apply backup withholding to that income. • Foreign individuals (also referred to as nonresident aliens) and foreign entities document their tax residency outside the • U.S. on the applicable type of Form W-8. That form also allows us to apply the correct withholding rate or exemption to your income earned in the U.S. If you do not provide a valid type of Form W -8, we are required to apply the 30% withholding rate, or in some cases, presume you are an uncertified U.S. taxpayer subject to backup withholding on all income and gross proceeds regardless of whether or not it is U.S. sourced. • Accounts jointly owned by at least one foreign individual or entity must provide a Form W-8 or Form W-9 for all of the joint owners.
• Foreign individuals provide a Form W-8BEN. Foreign entities that are the beneficial owner of the income provide a Form W-8BEN-E unless they can make a special withholding exemption claim and instead provide either a Form W - 8EXP or Form W-8ECI.
• Entities that act as intermediaries or flow-through entities receiving income on behalf of someone else provide a Form W-8IMY. In some cases, that Form W-8IMY must also include a withholding statement that allocates the income to each of the beneficial owners and copies of the tax certification documentation for those underlying beneficial owners. If you own your account as an individual or sole proprietor, upon your death we must be provided DocuSign Envelope ID: 0BD77910-E7CB-48F6-A150-C8FCEF27BA92 DocuSign Envelope ID: 0BD77910-E7CB-48F6-A150-C8FCEF27BA92 DocuSign Envelope ID: 88344AA5-5208-4B94-BE72-CB721C5A4721 14 Commercial Account Agreement
with the estate’s or successor’s IRS Form W-9 or Form W-8. If these are not provided, we may either refuse to pay interest earned on your account from the date of your death or apply backup withholding on the income earned after the date of your death.

When do we share information about your account with others? Generally, if we do not have your consent, we will not share information about your account. However, we may share information about your account under the following circumstances:
• To comply with the laws governing this Agreement;
• In connection with examinations by state and federal banking authorities; • To comply with any legal process, including a subpoena, search warrant, or other order of a government agency or court; • When we determine that disclosure is necessary or appropriate in order to complete a transaction; • To verify the existence and condition of your account for a third party, such as a merchant or credit bureau; • To provide information to your legal representative or successor; • When reporting the involuntary closure of your account; • When we conclude that disclosure is necessary to protect you, your account, or our interests; • To our agents, independent contractors, and other representatives in connection with the servicing or processing of your account or account transactions, account analysis, or similar purposes; • To our affiliates and affiliated companies; and
• If you give your permission.

How do we protect your data?
We are part of an international business with affiliated companies, employees, and service providers (collectively “Personnel”) located in the United States and a number of countries around the world. Any information or data we obtain in connection with or relating to your accounts or services, including personal information (collectively “Data”), may be accessed by Personnel in any of these countries. Any of these Personnel will be subject to the requirements of ou r information security program, which includes policies to protect Data and limit access to those Personnel with a reasonable business need to know.

Are we allowed to monitor and record our communications with you? Yes. We can monitor, record, and retain your communications with us at any time without further notice to anyone, unless the laws governing your account require further notice.

Monitored and recorded communications include:
• Telephone conversations,
• Electronic messages,
• Electronic records, or
• Other data transmissions.

Is your wireless operator authorized to provide information to assist in verifying your identity? Yes. As a part of your account relationship, we may rely on this information to assist in verifying your identity.

You authorize your wireless operator (AT&T, Sprint, T-Mobile, US Cellular, Verizon, or any other branded wireless operator) to use your mobile phone number, name, address, email, network status, customer type, customer role, billing type, mobile device identifiers (IMSI and IMEI) and other subscriber status details, if available, solely to allow verification of your identity and to compare information you have provided to Wells Fargo with your wireless operator’s account profile information for the duration of the business relationship.

Checking and savings accounts
What are the requirements for a correct endorsement?
An endorsement is a signature, stamp, or other mark on the back of a check. If you have not endorsed a check that you deposited to your account, we may endorse it for you. We may also send for collection any unendorsed check that is payable to you that you have deposited to your account.

Are we bound by restrictions or notations on checks?
No. We are not bound by restrictions or notations, such as “void after six months,” “void over $50,” or “payment in full.”

When you cash or deposit a check with a notation or restriction, you are responsible for any loss or expense we incur relating to the notation or restriction.

What is a substitute check?
A substitute check is created from an original check; under federal law, it is legally equivalent to that original check. A substitute check contains an accurate copy of the front and back of the original check and bears the legend: “This is a legal copy of your check.” You can use it the same way you would use the original check. As noted in the legend, a substitute check is the same as the original check for all purposes, including proving that you made a payment. Any check you issue or deposit that is returned to you may be returned in the form of a substitute check. You agree that you will not transfer a substitute check to us, by deposit or otherwise, if we would be the first financial institution to take the substitute check, unless we have expressly agreed in writing to take it.

What happens if you breach a warranty associated with an item? If you breach any warranty you make to us under the laws governing your account with respect to any item, you will not be released or discharged from any liability for the breach so long as we notify you of the breach within 120 days after we learn of the breach. If we fail to notify you within this 120 day period, you will be released from liability and discharged only to the extent our failure to notify you within this time period caused a loss to you.

How do we handle non-U.S. items?
A non-U.S. item is an item 1) payable in a currency other than U.S. dollars or 2) drawn on a financial institution that is not organized under U.S. law. We are not required to accept a non-U.S. item for deposit to your account or for collection. We may accept non-U.S. items on a collection basis without your specific instruction to do so. We can reverse any amount we have credited to your account and send the item on a collection basis even if we have taken physical possession of the item.

If we accept a non-U.S. item, the U.S. dollar amount you receive for it will be determined by our applicable exchange rate that is in effect at the time of deposit or our receipt of final payment (less any associated fees) of the collection item. If the non-U.S. deposited item is returned unpaid for any reason, we will charge the amount against your account (or any other account you maintain with us) at the applicable exchange rate in effect at the time of the return. For information on the applicable exchange rate, see “What is the applicable exchange rate?” in the “Rights and responsibilities” section of this Agreement.

Our funds availability policy does not apply to a non-U.S. item.

What is our responsibility for collecting a deposited item? We are responsible for exercising ordinary care when collecting a deposited item. We will not be responsible for the lack of care of any other bank involved in the collection or return of a deposited item, or for an item lost in collection or return.

What happens if we send an item for collection?
We may, upon notice to you, send an item for collection instead of treating it as a deposit. This means that we send the item to the issuer’s bank for payment. Your account will not be credited for the item until we receive payment for it.

Our funds availability policy does not apply to an item we accept for collection.

What happens when a deposited or cashed item is returned unpaid? We can deduct the amount of the deposited or cashed item from your account (or any other account you maintain with us). We can do this when we are notified that the item will be returned. We do not need to receive the actual item (and usually do not receive it). We can do this even if you have withdrawn the funds and the balance in your account is not sufficient to cover the amount we hold or deduct and your account becomes overdrawn. In addition, we will charge you all applicable fees and reverse all interest accrued on the item.

We may place a hold on or charge your account for any check or other item deposited into your account if a claim is made or we otherwise have reason to believe the check or other item was altered, forged, unauthorized, has a missing signature, a missing or forged endorsement, or should not have been paid, or may not be paid, or for any other reason. When the claim is finally resolved, we will either release the hold or deduct the amount of the item from your account. We are no t legally responsible if we take or fail to take any action to recover payment of a returned deposited item.

What happens when an electronic payment is reversed?
We may deduct the amount of an electronic payment credited to your account (e.g., direct depo sit) that is reversed. We can deduct the amount from any account you have with us at any time without notifying you. You agree to promptly repay any overdrafts resulting from the reversed payment.

Are you responsible for assisting in reconstructing a lost or destroyed deposited item? If a deposited item is lost or destroyed during processing or collection, you agree to provide all reasonable assistance to help us reconstruct the item.

Electronic check indemnifications
What warranties do we provide for ele ctronic checks and electronic returned checks? An “electronic check” and an “electronic returned check” mean an electronic image of, and electronic information derived from, a paper check or a paper returned check. When we transfer or present an electronic check or electronic returned check, we provide the following warranties:
• Image Quality Warranty: We guarantee that the electronic image of a check accurately represents all of the information on the front of the check as of the time that the original check is truncated, and the electronic information includes an accurate record of all MICR line information required for a substitute check and the amount of a check. • No Double Debit Warranty: We guarantee that the warrantee will not receive a presentment of or otherwise be charged for an electronic check, an electronic returned check, the original check, a substitute check, or a paper or electronic representation of a paper substitute check, in a way that the warrantee will be asked to make payment on a check that it has already paid.

When we transfer an electronic check for collection or payment, we make the image quality warranty and the no double debit warranty to the transferee bank, any subsequent collecting bank, the paying bank, and the drawer. When we transfer an electronic returned check for return, we make the image quality warranty and the no double debit warranty to the transferee returning bank, the depository bank, and the owner.

What indemnities are applicable to electronic chec ks and electronic returned checks? You will indemnify, defend, and hold us harmless from and against all liabilities, damages, claims, obligations, demands, charges, costs, or expenses (including reasonable fees and disbursements of legal counsel and accountants) awarded against or incurred or suffered (collectively, “losses and liabilities”) by us arising directly or indirectly from or related to the transfer or return of an electronic check or an electronic returned check on your behalf. If we suffer any losses or liabilities arising directly or indirectly from or related to a breach of either the image quality warranty or the no double debit warranty, you will reimburse us and not hold us responsible or liable.

What indemnities are applicable to remote d eposit capture services? By providing the remote deposit capture service to you, we are required to indemnify and reimburse a depository bank that accepts the original check from which an electronic check is created for losses incurred by that depository b ank if the loss is due to the check having already been paid. If we suffer any losses or liabilities arising directly or indirectly from or related to that type of depository bank indemnity obligation, you will indemnify and reimburse us and not hold us responsible or liable.

What indemnities are applicable to electronically created items? If we transfer or present an “electronically created item” and receive settlement or other consideration for it, we are required to indemnify and reimburse each transferee bank, any subsequent collecting bank, the paying bank, and any subsequent returning bank against losses that result from the fact that:
• The electronic image or electronic information of the electronically created item is not derived from a paper check; • The person on whose account the electronically created item is drawn did not authorize the issuance of the electronically created item or to the payee stated on the item; or
• A person receives a transfer, presentment, or return of, or otherwise is charged for an electronically created item in such a way that the person is asked to make payment based on an item or check it has paid.

If we suffer any losses or liabilities arising directly or indirectly from or related to that type of electronically created it em indemnity obligation, you will indemnify and reimburse us and not hold us responsible or liable.

Funds availability policy
When can you withdraw funds?
Our funds availability policy is to make funds from your checking deposit available to you on the first business day after the day we receive your deposits.

Funds from the deposits listed below are available on the first business day after the day of your deposits, if you make the deposit in-person to one of our employees or agents and you use a special deposit slip we provide:
• State and local government checks that are payable to your Company. • Cashier’s, certified, and teller’s checks that are payable to your Company where we are not the issuer or drawee.

While we generally make funds from your check deposits available to you on the first business day after the day we receive the deposits, our policy makes funds available according to an availability schedule or schedules we provide or make DocuSign Envelope ID: 0BD77910-E7CB-48F6-A150-C8FCEF27BA92 DocuSign Envelope ID: 0BD77910-E7CB-48F6-A150-C8FCEF27BA92 DocuSign Envelope ID: 88344AA5-5208-4B94-BE72-CB721C5A4721 18 Commercial Account Agreement

available to you, subject to, among other things, the location of the deposit transaction or the manner in which the deposit is made.

Our funds availability policy relating to other types of deposits is described below. If we delay the availability of a depos it, the length of the delay varies depending on the type of deposit as explained below.

Once they are available, you can withdraw the funds in cash. We will use the funds to pay checks and other items presented for payment and applicable fees that you have incurred.

Can you make deposits at an affiliate?
You may make deposits to your accounts at an affiliate, provided the affiliate agrees. If you make a deposit to your account at an affiliate, that affiliate’s collection schedule and funds availability policy will determine when the deposited funds will be considered collected and available.

When is your deposit considered received?
For determining the availability of your deposits, every day is a business day, except Saturdays, Sundays, and federal holidays. If you make a deposit before our established cutoff time on a business day that we are open, we will consider that day to be the day your deposit is received by us. For deposits granted same calendar day availability as described below, the calendar day you make the deposit will be considered the day of deposit. For all other deposits, if you make a deposit after our cutoff time or on a day we are not open, we will consider the day your deposit is received by us to be the next business day we are open.

Our established cutoff time is when a branch closes for business and may vary by location. The cutoff time for checks deposited at a Wells Fargo ATM is 9:00 p.m. local time (8:00 p.m. in Alaska).

Any deposits placed in a “night depository” before the established deadline on a business day we are open will be credited to your account by the close of business that day. Deposits placed in the “night depository” after the established deadline will be credited to your account by the close of the next business day we are open.

Same business day availability
The following deposits will be available on the business day we receive the deposit:
• Incoming wire transfers.
• Electronic direct deposits.
• Cash deposited at a teller window.
• Checks drawn on us.

If you do not make your deposit in person to one of our employees (for example, if you mail the deposit), funds from these deposits will be available on the second business day after the day we receive your deposit. For example, if we receive your mailed deposit on Monday, the funds will be available on Wednesday.

Longer delays may apply
In some cases, we will not make all the funds that you deposit by check available to you on the first business day after the day of your deposit. Depending on the type of check you deposit, funds may not be available unt il the second or third business day after the day of your deposit. The first $200 of your deposit, however, may be available on the first business day.

Except as otherwise explained in this paragraph, if we are not going to make all funds from your deposit available on the business day of deposit or the first business day after the day of 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 t o a Wells Fargo employee, or if we decide to take this action after you have left the premises, we will mail you the notice by the first business day after we receive your deposit.

If you need the funds from a deposit right away, you may ask us when the f unds will be available.

In addition, 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 $5,000 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 a failure of computer or communications equipment.

We will notify you if we delay your ability to withdraw funds for any of these reasons, and we will tell you when the funds will be available. The funds will generally be available no later than the seventh business day after the day of your deposit .

Holds on other funds (check cashing)
If we cash a check for you that is drawn on another bank, we may withhold the availability of a corresponding amount of funds that are already in your account. Those funds will be available at the time funds from the check we cash would have been available if you had deposited it.

Holds on other funds (other account)
If we accept a check for deposit that is drawn on another bank, we may make funds from the deposit available for withdrawal immediately but delay your ability to withdraw a corresponding amount of funds that you have on deposit in another account with us.

The funds in the other account would then not be available until the time periods that are described in this policy.

Available balance, posting order, and overdrafts
How do we determine your account’s available bala nce?
Your account’s available balance is our most current record of the amount of money in your account available for your use or withdrawal. We use the available balance to authorize your transactions during the day. We also use the available balance to pay your transactions in our nightly processing. We calculate your available balance as follows:
• We start with the ending daily account balance from our prior business day nightly processing that includes all transactions deposited to or paid from your account.
• We subtract from this amount any holds placed on a deposit to your account and any holds placed due to legal process. • We add pending deposits that are immediately available for your use. • We subtract pending withdrawals that we have either authorized or are known to us but have not yet processed.

Important note: We may place a hold on your account if we receive an electronic notice that an item will be presented for payment or collection against your account (Notice of Presentment). This hold may remain in effect from the time the Notice of Presentment is received until the item is presented or notice is received that the item will not be presented, whichever occurs first. We may conclusively rely on the information we receive in an electronic presentment or notification when determining the available balance in your account. We will not have any liability for refusing to honor any of your items because of insufficient funds, even if the electronic presentment or notification incorrectly describes the item, including its amount. We may debit your account on the day an item is presented by any means, including electronically, or at an earlier time based on a notification received by us that an item drawn on your account will be presented for payment or collection. A determination of the balance in your account for purposes of making a decision about whether not to honor an item due to insufficiency or unavailability of funds may be made at any time between the presentment of the item (or earlier upon receipt of any Notice of Presentment) and the time the item is returned. Only one such determination needs to be made.

How do we process (post) transactions to your account?
We process transactions each business day (Monday through Friday except federal holidays) during a late night process.

Once we process your transaction, the results are posted to your account. There are three key steps to this process. The most common types of transactions are processed as described below.

First, we determine the available balance in your account (as described above) that can be used to pay your transactions. Note: Certain pending transactions can affect your available balance:
• Cash deposits or transfers from another Wells Fargo account that are made after the displayed cutoff time (where the deposit was made) will be added to your available balance if they are made before we start our nightly process. • Your available balance will be reduced by pending withdrawals, such as electronic transactions we have aut horized and are required to pay when they are sent to us for payment. These pending withdrawals may be sent to us for payment at a later date. In some circumstances, these transactions may be paid into overdraft if other posted transactions or fees have reduced your balance before the pending transactions are presented for payment.

Then, we sort your transactions into categories before we process them. • First, we credit your account for deposits, including cash, check deposits and incoming transfers, received before the cutoff time at the location the deposit or transfer was made. • Then, we process withdrawals/payments we have previously authorized and cannot return unpaid, such as ATM withdrawals, account transfers, Online Bill Pay transactions, and teller -cashed checks. If we receive more than one of these transactions for payment from your account, we will generally sort and pay them based on the date and time you conducted the transactions. For some transactions, such as Online Bill Pay transactions or teller-cashed checks, the time may be assigned by our systems and may vary from the time it was conducted. Multiple transactions that have the same time will be sorted and paid from highest to lowest dollar amount. • Finally, we use your remaining funds to pay your checks and preauthorized automatic ACH payments (such as bills you pay by authorizing a third party to withdraw funds directly from your account). If there is more than one of these types of transactions, they will be sorted by the date and time that they are received by us. Multiple transactions that have the same time will be sorted and paid from highest to lowest dollar amount.

How do we handle overdrafts?
At our discretion, we are permitted to pay items into overdraft rather than returning them unpaid.

You agree to pay the applicable fee associated with an overdraft or returned item. Any overdraft on your account is immediately due and payable, unless we agree otherwise in writing. You agree to reimburse us for any attorneys’ fees and other costs and expenses we incur in recovering the overdraft (including overdraft and associated fees).

On any business day when we determine there are sufficient funds in your account to pay one or more but not all of the items presented for payment on your account, the order in which we post these items may affect the number of items paid and the overdraft and returned item fees that are assessed. When we post items in the order of highest to lowest dollar amount, the overdraft and returned item fees may be more than these fees would be if we were to post the items in the order of lowest to highest dollar amount.

Additional rules for checks and withdrawals
What identification do we request to cash items presented over the counter by a non-customer? For these transactions, we require acceptable identification, which can include a fingerprint from the person presenting your item. We may not honor the item if the person refuses to provide us with requested identification.

Are there special rules if you want to make a large cash withdrawal or deposit? We may place reasonable restrictions on a large cash withdrawal. These restrictions include requiring you to provide five business days’ advance notice to ensure we have sufficient cash on hand. We do not have any obligation to provide security if you make a large cash withdrawal. If you want to deposit cash for a very large amount, we have the right to require you to provide adequate security or exercise other options to mitigate possible risk s.

Can you make withdrawals from your account at an affiliate? You may make withdrawals from your account at an affiliate, provided the affiliate agrees. If an affiliate cashes an item for you, we may place a hold on your account for a corresponding amoun t of funds. If the item is later returned to the affiliate for any reason, we may debit one or more of your accounts for the amount of the item.

Are we responsible for reviewing checks for multiple signatures? No. We are not responsible for reviewing the number of signatures on your account. We do not accept any duty to enforce multiple signature requirements. If you indicate that more than one signature is required, this indication is for your own internal procedures and is not binding on us.

Are we required to honor dates and special instructions written on checks? No. We may, without inquiry or liability, pay a check even if it:
• Has special written instructions indicating we should refuse payment (e.g., “void after 30 days” or “void over$100”); • Is stale-dated (i.e., the check’s date is more than 6 months in the past), even if we are aware of the check’s date; • Is post-dated (i.e., the check’s date is in the future); or • Is not dated.

We may also pay the amount encoded on your check in U.S. dollars, even if you wrote the check in a foreign currency or made a notation on the check’s face to pay it in a foreign currency. The encoded amount is in the line along the bottom edge of the front of the check where the account number is printed.

Can you use a facsimile or mechanical signature?
Yes. If you use a facsimile or mechanical signature (including a stamp), any item appearing to use your facsimile or mechanical signature will be treated as if you had actually signed it.

Are we liable for paying a consumer ACH debit entry on your account? No. Under the ACH operating rules, certain types of ACH debit entries may only be presented on a consumer account (“a consumer ACH debit entry”). We will have no obligation to pay, and no liability for paying, any consumer ACH debit entry on your account.

What is the acceptable form for your checks?
Your checks must meet our standards, including paper stock, dimensions, and other industry standards. Your checks must include our name and address, as provided by us. Certain check features, such as security features, may impair the quality of a check image that we or a third party create.

We reserve the right to refuse checks that do not meet these standards or cannot be processed or imaged using our equipment. We are not responsible for losses that result from your failure to follow our check standards.

How do I reorder checks?
You can reorder checks by mailing the reorder form enclosed in your current order of checks or by calling us at the telephone number shown on your account statement. If you or a third party prints its items, we shall have no liability to you if we are unable to process these checks by automated means.

How do you stop payment on a check?
You may request a stop payment on your check in a time and manner allowing us a reasonable opportunity to act on it before we pay, cash, or otherwise become obligated to pay your check.

Each stop payment order is subject to our verification that we have not already paid or otherwise become obligated to pay the check from your account. This verification may occur after we accept your stop payment order.

In order to issue a stop payment order on a check, we request the following information:
• Your bank account number,
• The check number or range of numbers,
• The check amount or amounts,
• The payees’ names, and
• The date on the check.

We are not responsible for stopping payment on a check if you provide incorrect or incomplete information about the check. We are also not responsible if we do not pay a check for which a valid stop payment order is in effect.

What is the effective period for a stop payment order?
A stop payment order on an item is valid for 6 months. We may pay a check once a stop payment order expires. If you do not have our STOP AUTO-RENEWAL Service on your account, you must place a new stop payment order if you do not want it to expire. We treat each renewal as a new stop payment order. We will charge you for each stop payment order you place (as well as each renewal).

If you have our STOP AUTO-RENEWAL Service on your account, your stop payment order renews annually for up to six 12 - month periods, unless you otherwise notify us in writing.

How do you cancel a stop payment order?
To cancel a stop payment order, we must receive your request in a time and manner allowing us a reasonable opportunity to act on it.

Are you still responsible if we accept a stop payment on a check? Yes. Even if we return a check unpaid due to a stop payment order, you may still be liable to the holder (e.g., a check cashing business) of the check, and potentially additional amounts that the holder may be due under the laws governing this agreement.

How can you prevent a post-dated item from being paid before its due date? A post-dated item is an item you issue with a date in the future. We are not responsible for waiting to honor the item until that date, unless you instruct us to do so through the use of a stop payment order for the item. You are responsible for notifying us to cancel the stop payment order when you are ready to have that item paid.

How do you stop payment for preauthorized electronic fund transfers? For information on placing a stop payment order on an ACH debit entry, please refer to “Fund transfer services” In the “Electronic banking services” section of this Agreement.

Your account ownership
Can you assign ownership of your account?
No. No assignment of your account will be valid or binding on us, and we will not be considered to have knowledge of it, until we consent and the assignment is noted in our records. However, by noting the assignment, we do not have any responsibility to assure that the assignment is valid. Any permitted assignment of your account is subject to our setoff rights.

What if an owner does not sign account documentation?
If a customer identified in our records as an owner or a co -owner of an account does not sign the account application or other account-related documentation, it does not prevent us from treating the customer as an owner or a co -owner of that account; we are not liable to anyone as a result.

Are all joint owners responsible for liabilities on your account? Yes. All joint owners are each individually and jointly responsible for any overdraft on your account, regardless of who caused or benefited from the overdraft. If there is a setoff, an enforcement of our security interest in your account, or legal action (such as a third party garnishment, seizure, forfeiture, or tax levy) affecting any co -owner, we have the right to treat all funds in the account as belonging to the customer against whom the setoff, enforcement of the security interest, or other legal action is directed. If your account is closed for unsatisfactory handling, we may report all joint owners to the consumer reporting agencies.

What happens upon death or incompetence of an authorized signer or account owner? Please notify us promptly if you learn or suspect an account owner or signer has been declared incompetent by a court or a legal authority, or has died. When we receive proper notice, we may:
• Freeze the account until we receive documents verifying the incapacity or death and instructions for the funds remaining in the account,
• Pay (without inquiring) any item authorized by the account owner before being declared incompetent or dying, • Return or reverse deposits made to the account, and
• Apply funds in the account to any debt the account owner owes us before recognizing the rights to any remaining funds of a surviving joint owner or other person.

If we are liable for taxes because we released funds in an account after the account owner’s death, the account owner’s estate is responsible for reimbursing us for those taxes.

Upon notifying us of the death or incompetence of a business owner, the business entity will need to provide documentation evidencing any change in the ownership or control of the entity following applicable legal formalities.

Interest earning accounts
What interest rate applies to an interest earning account? When you open an interest earning account, we will provide you with the current interest rate and Annual Percentage Yield (APY) for your account. Interest earning accounts earn interest at a variable rate, except Time Accounts. We may change the interest rate for variable-rate accounts at any time. The interest rate may vary depending on your daily balances.

How do we calculate earned interest?
We may use either the daily balance method or the average daily balance method to calculate interest. Unless we have specified otherwise in writing, we will use the daily balance method to calculate interest. The daily balance method applies a daily periodic rate to principal each day.

The average daily balance method applies a periodic rate to the average daily collected balance for the period. The average daily balance is calculated by adding principal each day and dividing by the number of days in the period.

If your account is a tiered-rate account, we may pay the same interest rate on more than one tier.

When does a deposit begin accruing interest?
Cash deposits begin accruing interest the same business day a deposit is credited to your account. If you deposit an item such as a check, interest begins accruing on the business day we receive credit for the item.

Is interest compounded and when is it credited?
Interest will compound on a daily basis. For checking and savings accounts, interest will be credited on a monthly basis. For time accounts, we will notify you separately as to the frequency with which interest will be credited to your account.

Can I specify a target balance on my accounts?
Yes. If you maintain multiple accounts with us, you may, with our consent, designate in writing one of these accounts as your “principal account” and one or more additional accounts as “target balance accounts.” For each target balance account, you will separately specify to us in writing the ledger balance or collected balance which you wish to maintain in that account (the “target balance”). At the end of each business day, we will determine the applicable balance on deposit in each target balance account. If the applicable balance in a target balance account is greater than its target balance, we wil l transfer to the principal account the funds necessary to bring the applicable balance to the target balance. If the applicable balance is less than the target balance, we will transfer to the target balance account the funds necessary to bring the applicable balance to the target balance. We may, but will not be required to, transfer funds even if the transfer would create an overdraft or exceed the collected balance on deposit in the principal account.

When are interest adjustments disclosed in your account statement? An interest adjustment may be reflected on your account statement for the month after it occurs, rather than the month in which it occurs.

What is the difference between Annual Percentage Yield (APY) and Annual Percentage Yield Earned (APYE)? • The Annual Percentage Yield (APY) is a percentage rate reflecting the total amount of interest paid on an account based on the interest rate and the frequency of compounding for a 365 -day period. • The Annual Percentage Yield Earned (APYE) is an annualized rate that reflects the relationship between the amount of interest actually earned on your account during the statement period and the average daily balance in the account for the statement period.

We calculate both your APY and APYE according to formulas established by federal regulations. The APYE appears on your account statement.

Do we have the right to require 7 days written notice before you withdraw money from your savings account? Yes. We have the right to require 7 days written notice before you withdraw money from your savings account.

Regulation D savings account transaction limit and other limited activity Regulation D and Wells Fargo limit certain types of withdrawals and transfers from a savings or money market account to a combined total of 6 per monthly statement period (exceptions to the statement period may apply).

Limited by Regulation D:
• Transfers by telephone using our automated banking service or speaking with a banker on the telephone. • Transfers or payments through online, mobile, and text banking (including Bill Pay and person-to-person payments such as Zelle®).
• Overdraft Protection transfers to a checking account. • Pre-authorized transfers and withdrawals (including recurring and one time). • Payments to third parties such as checks, drafts, or similar transactions (counted when they are posted to your account and not when they are written).

Limited by Wells Fargo:
• Transfers and payments to Wells Fargo credit cards, lines of credit, and loans. • Outgoing wire transfers whether made in person, on the telephone, or online.

Not limited
Except as limited above, there are no limits on withdrawals or transfers made in person at a Wells Fargo ATM or banking location or on any types of deposits.

What happens if you exceed your limit?
If you exceed the limits stated above, you will be charged an excess activity fee ($10 per excess transaction).

If the limit is exceeded on more than an occasional basis, Wells Fargo may be required to convert the savings or money market account to a checking account, or close the account.

If the withdrawal and transfer limit is reached, we may decline withdrawals and transfers for the remainder of the monthly statement period (exceptions to the statement period may apply) to help you avoid a fee and account conversion or closure.

Time Accounts (CDs)
What are time accounts?
Time accounts include deposits which are payable at the expiration of a specified term, no less than 7 calendar days after the date of deposit. We may also refer to a time account as a CD or a Certificate of Deposit, even though we do not issue a paper certificate when opening the account or require a paper certificate to close the account. The time account’s maturity date is the last day of the term for the time account. The maturi ty date is printed on your receipt.

When can you withdraw funds from your time account?
You may withdraw funds from your time account on the maturity date without a penalty. You may also generally withdraw funds without a penalty within the 7 calendar days after the maturity date (grace period). You may be charged a penalty if you make a withdrawal at any other time.

How is the early withdrawal penalty assessed?
If you withdraw funds from your time account before the maturity date, an early withdrawal penalty will be assessed. For terms:
• Less than three months (or less than 90 days), the fee is one month’s interest. • Three months (or 90 days) through 12 months (or 365 days), the fee is three months’ interest. • Over 12 months through 24 months, the fee is six months’ interest. • Over 24 months, the fee is 12 months’ interest.

The minimum fee is $100.

The early withdrawal penalty is based on the principal amount withdrawn, at the interest rate on your time account at the time of withdrawal. For purposes of determining the amount of the early withdrawal penalty, one month’s interest is equal to one year’s interest – at the interest rate in effect at the time of withdrawal – divided by 12. The amount of the early withdrawal penalty is deducted from earned interest. If the penalty is greater than the earned interest, the difference is deducted from the principal. In no event will the early withdrawal penalty for a withdrawal during the first six days after t he date of deposit be less than seven days’ simple interest.

Can you deposit additional funds into your time account? You can only deposit additional funds during the grace period.

Will your Annual Percentage Yield (APY) change if you withdraw interest before maturity? The APY we disclose to you assumes the interest you earn will remain on deposit until your time account matures. If you withdraw your earned interest before maturity, your account will earn less interest over time and the actual APY will be less than the disclosed APY.

How does your time account renew?
Your time account will automatically renew at maturity:
• Typically for a similar term unless we inform you prior to maturity of a different term; and • At our interest rate in effect on the maturity date for a new time account of the same term and amount, unless we have notified you otherwise.

Electronic banking services
Fund transfer services
The following terms and conditions apply to funds transfers to or from your account. These terms and condi tions are in addition to, and not in place of, any other agreements you have with us about funds transfers. The terms “funds transfer,” “funds-transfer system,” “payment order,” and “beneficiary” are used here as defined in Article 4A of the Uniform Commercial Code, as adopted by the state whose laws govern this Agreement.

Rules of funds transfer systems
Funds transfers to or from your account will be governed by the rules of any funds transfer system through which the transfers are made, including Fedwire, the National Automated Clearing House Association, the Electronic Check Clearing House Organization, any regional association (ACH), the Clearing House Interbank Payments System (CHIPS), the Society for Worldwide Interbank Financial Telecommunications (SWIFT), and the RTP system (RTP System).

We are under no obligation to honor, in whole or in part, any payment order or other instruction that could result in our violation of applicable law, including requirements of the U.S. Department of the Treasury’s Office of Foreign Assets Control and the Financial Crimes Enforcement Network.

Sending funds transfers
In acting on your transfer instructions, we may use any means of transmission, funds transfer system, clearing house, or intermediary bank that we reasonably select.

Notice of funds transfers
We will notify you of funds electronically debited from or credited to your account through the account statement covering the period in which the transaction occurred. We are under no obligation to provide you with any additional notice or receipt

Reliance on identification numbers
• If a payment order or other instruction to transfer funds describes the party to receive payment inconsistently by name and account number, we may make the payment based on the account n umber, even if it identifies a party different from the named recipient.
• If an instruction or order to transfer funds describes a participating financial institution inconsistently by name and identification number, we may rely on the identification number as the proper identification of the financial institution.

Duty to report unauthorized or erroneous funds transfers You will exercise ordinary care to determine whether a funds transfer to or from your account was either not authorized or erroneous. You will also notify us of the facts within a reasonable time, not exceeding 14 days after you have received your account statement from us on which the funds transfer appears or you otherwise have notice of the funds transfer, whichever is earlier. You must notify us within 14 days to be entitled to a refund from us. If you do not notify us within 14 days, we will be entitled to retain payment for the funds transfer.

Erroneous payment orders
We have no obligation to detect errors you make in payment orders – for example, an instruction to pay a beneficiary not intended by you, or to pay an amount greater than the amount you intended, or a transmission of a duplicate payment order previously sent by you. If we detect an error on one or more occasions, we will not be obligated to detect errors in any future payment order.

ACH transactions
In addition to the other terms in the Agreement, the following terms and conditions apply to payments to or from your account that you transmit through an ACH:
• Your rights for payments to or from your account will be based on the laws governing your account. • When we credit your account for an ACH payment, the payment is provisional until we receive final settlement through a Federal Reserve Bank or otherwise receive payment.
• If a payment is credited to your account and we do not receive final settlement or payment, we are entitled to a refund from you for the amount credited to your account.
• You authorize any Originating Depository Financial Institution (ODFI) to initiate, according to ACH Operating Rules, ACH debit entries to your account for presentment or re-presentment of items written or authorized by you.

Reversal or return of ACH transactions
Under the ACH Rules, we can return any non-consumer ACH debit entry as unauthorized until midnight of the business day following the business day we post the entry to your account. (For example, if we post the entry on Tuesday, we can return it up to midnight on Wednesday.) For us to meet this deadline, you are required to notify us to return any non-consumer ACH debit entry as unauthorized by the cutoff time we separately disclose. The cutoff time is currently 3:00 PM Central Time. (In the example above, you would need to notify us by 3:00 PM Central Time on Wednesday).

If you do not notify us in a timely manner of the unauthorized non -consumer ACH debit entry, we will not be able to return it without the cooperation and agreement of the originating bank and the originator of the debit entry. Any other effort to recover the funds must occur solely between you and the originator of the entry.

Stop payment orders on ACH debit entries
You may request a stop payment order for an ACH debit entry that has not already been paid from your account. An “ACH debit entry” is an order or request for the withdrawal of money from your account through ACH. To be effective, a stop payment order must be received in a time and manner that gives us a reasonable opportunity to act on it. If you provide oral instructions to stop payment on an ACH debit entry, we may require confirmation in writing. If that written confirmation is not received, we may remove the stop payment order after 14 days. An instruction to revoke a stop payment order must be received in a time and manner that gives us a reasonable opportunity to act on it.

To place a stop payment order on an ACH debit entry, you must provide:
• Your account number,
• Amount of the ACH debit entry,
• Effective date of the ACH debit entry, and
• Name associated with the originator of the debit entry.

We may request additional information and may use only a portion of the required information to identify the ACH debit entry. We may be able to place a stop payment order based on the company identification number of the originator of the ACH debit entry, but this may stop all ACH entries received from this sender.

Additional information on ACH debit entries
Any information provided by you that is incorrect or subject to change (for example, if the originator changes its company identification number or individual identification number) may result in payment of the ACH debit entry. You acknowledge this risk and agree that you are responsible for notifying the originator of the ACH debit entry that your authorization has been revoked. You agree to indemnify and reimburse us and hold us harmless from and against any loss incurred by us as a result of our paying an ACH debit entry if any of the information relied on in the stop payment order is incorrect or incomplete (or as a result of us not paying an ACH debit entry for which a valid stop payment order is in effect).

Receiving RTP payments
The following additional terms apply to any real-time payments we receive for credit to your account through the RTP System. The terms “sender,” “receiver,” “sending participant,” and “request for return of funds” are used here as defined in the System Rules governing RTP payments (“RTP Rules”). In addition to the RTP Rules, RTP payments will be governed by the laws of the state of New York, including New York’s version of Article 4A of the Uniform Commercial Code, as applicable, without regard to its conflict of laws principles.

• The RTP System may be used only for eligible payments between a sender and receiver with accounts located in the United States. You may not send or receive payments on behalf of any person or entity not domiciled in the United States. RTP payments that are permitted under the RTP Rules and our requirements will be considered eligible payments for purposes of this Agreement.
• RTP payments are final and cannot be cancelled or amended by the sender. If we receive a message from a sending participant requesting return of an RTP payment received for credit to your account, you may be notified of that request. You are not obligated under the RTP Rules to comply with any such request for return of funds. Any dispute between you and the sender of an RTP payment must be resolved between you and the sender. • If you do not wish to accept an RTP payment received for credit to your account, you may request that we return that payment to the sender. We may attempt to honor that request, but will have no liability for our failure to do so. • RTP payments are typically completed within 30 seconds of transmission of the RTP payment by the sender, unless the RTP payment fails or is delayed due to a review by us or the sending bank, such as for fraud, regulatory, or compliance purposes. Transaction limits imposed by the RTP System or sending participant may also prevent RTP payments from being received for credit to your account.

Selected services
Stagecoach Deposit® – ATM Deposit Only Card Service.

You may elect to use Wells Fargo’s Stagecoach Deposit® Deposit Only Card Service by completing and returning to us the setup form for the service. This service allows you to make deposits to your account using a Stagecoach Deposit ® ATM Deposit Only card (“Deposit Card”) at a designated Wells Fargo® ATM (“ATM”) or in a Wells Fargo branch.

When you make deposits at a designated Wells Fargo ATM, you will make those deposits according to the instructions we provide. You will gain access to the ATM using the Deposit Card and a Personal Identification Number (“PIN”); you assume the risk of misuse of both. We will provisionally credit each deposit to your account based on the amount you key into the ATM. Your ATM deposits are subject to the standard cut-off time established for the ATM into which the deposit was made and our funds availability policy applicable to your account. If the dollar amount of your deposit – as determined by us – differs from your total (as shown on your ATM receipt), we will send you a statement showing the amount of this difference. You agree that our count of the dollar amount of your deposit will be conclusive and binding on you. You will have full responsibility for each deposit and its contents until the deposit has been completely and physically accepted into the ATM. If you claim any portion of a deposit was lost or stolen while in our custody, you acknowledge that you have the burden of proving your claim. If you order supplies for the ATM Deposit Service through the ATM, you authorize us to initiate debits to your account and credits to the accounts of third party vendors to cover the cost of those supplies provided to you. Those transfers may be processed through an automated clearing house or any other means chosen by us, and will be subject to the rules of the funds transfer system used by u s. Your authorization for the transfers will remain in full force and effect until we have received written notification from you of its termination in a time and manner as to afford us and any third-party vendor a reasonable opportunity to act on it.

If you elect to use our Stagecoach Deposit® – Post Verify Service, you will prepare, package, and deliver Stagecoach deposits to us according to our instructions. We will provisionally credit your a ccount for the currency shown on the deposit ticket enclosed in your Stagecoach deposit bag as follows:
• Same day credit for deposits delivered to one of our offices before that office’s cut -off time on any business day we are open or for deposits placed in night depository before 6:00 a.m. on any business day we are open; or • Next business day credit for deposits delivered to one of our offices on any business day we are open on or after the office’s cut-off time or on any non-business day.

All Stagecoach deposits are subject to our acceptance and verification. We will verify the currency in your Stagecoach deposit bag either at a later time in our office or when your Stagecoach deposit bag is delivered to our cash vault. Checks will be verified when they are delivered to our check processing center. We reserve the right to adjust (debit or credit) your account if we determine that the amount shown on your deposit ticket is incorrect. Because the frequency of armored courier transportation from our offices to our vaults varies from office to office, the time it takes to verify your Stagecoach deposit may vary, depending on the office to which your Stagecoach deposit bag is delivered. In most cases, adjustments will be made and notification will be sent within three business days. Adjustments will be effective when they are processed.

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Master Agreement for Treasury
Management Services
The Service Documentation contains the terms under which Wells Fargo Bank, N.A. and the banks, branches or subsidiaries listed in Appendix X (each, "Bank") provide you treasury management services ("Services"). "You," "your" or "yours" refer to the Bank customer identified on the Acceptance of Services that is signed when you enroll in Services ("Acceptance"). The terms "we," "us," or "our" refer to the Bank. The Bank customer to which the Services will be provided is identified in the Acceptance. Other capitalized terms used in this Master Agreement for Treasury Management Services ("Agreement") are defined in this document.

You and we agree:

1. Service Description. The Service Documentation contains the terms governing each Service and includes:
a. The Service Description (which contains terms and conditions applicable to the specific Service), b. The Acceptance (which indicates your acceptance of the Service Documentation), c. This Agreement (which contains terms and conditions applicable to all Services), d. The account agreement governing the account(s) (each, an “Account”) you use in connection with the Service,
e. The Product Enrollment Form (which contains set-up information for each Service in which you are enrolling), and
f. User Guides (which include Terms of Use, software, software licenses, price schedules, specifications, instructions, and notices).

The documents and individual provisions of the Service Documentation are intended to be read together as one agreement between you and us. This Agreement and the Service Descriptions for Services you enroll in are posted at our Commercial Electronic Office® (CEO®) portal. If there is a conflict among the documents that are part of the Service Documentation, they will govern in the order listed above. Your use of a Service confirms your receipt of, and agreement to be bound by, this Agreement and all Service Documentation.

2. Services. You and we will agree upon the Services to be provided. Each Service is subject to the approval by our applicable branch or subsidiary. You may not begin using a Service until we have received all required and properly executed forms and you have successfully completed any testing or training requirements.

3. Changes to services. We may change (or add to) the terms and fees in the Service Documentation at any time. If an enhancement to a Service or other change requires a change to a Service Description, we will post an updated Service Description on the CEO portal. When required by Applicable Law, we will notify you of the change. If you continue to use a Service after the change takes effect, you will be bound by the change. As used in this Agreement, the term "Applicable Law" means all applicable laws (including common or customary laws), statutes, constitutions, policies, decrees, judgments, treaties, regulations, directives, by-laws, rulings, orders or operating circulars governing our activities and/or any transaction effected under this Agreement, including, but not limited to, the funds transfer system and clearing and settlement house rules.

4. Term and termination. Unless a Service is terminated in accordance with the Service Documentation, this Agreement and each Service will continue in effect until terminated by either party upon 30 days’ prior written notice to the other party.

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We may suspend or terminate any Service:
a. After we notify you of a breach of any provision of the Service Documentation or any other agreement with us, and you fail to cure the breach (if it can be cured) within 15 days of the date of the notice; or
b. Without prior notice to you if:
i. We reasonably suspect that an Account associated with a Service has been compromised or otherwise subject to irregular, unauthorized, fraudulent, or illegal activity,
ii. You become subject to any insolvency or bankruptcy proceeding, or any receivership, liquidation, reorganization, or other similar proceeding, or you enter into any agreement or proceeding for voluntary liquidation, dissolution, composition with or assignment for the benefit of creditors or other winding up, iii. We determine in our sole discretion that continuing to provide a Service may place us at risk of financial loss or result in an unacceptable credit exposure, iv. Any guaranty of your obligations to us ("Guaranty") is terminated, revoked, or its validity contested by the guarantor ("Guarantor"),
v. We determine in our sole discretion that a material adverse change has occurred in your ability to perform your obligations under the Service Documentation, or in the ability of a Guarantor to perform its obligations under a Guaranty, or vi. The Account necessary to provide a Service is closed.

The termination of a Service will not affect your or our respective rights with respect to transactions occurring before the termination. We will not be liable to you for any losses or damages you may incur as a result of any termination of any Service or termination or restriction of any CEO portal access rights under section 9(d) below.

5. Service fees. You will pay us the fees described in the Service Documentation and any taxes applicable to each Service, however designated, but excluding taxes based on our net income. We may debit your Account for any fees not covered by earnings credits and any taxes that are due, or we may send you an invoice for these amounts, which you will promptly pay. Our charges and fees are in the applicable fee schedule for Services used in connection with your Account.

6. Security procedures.
a. Unless otherwise agreed, you agree that "Security Procedure" is the applicable security procedure described in the Service Documentation for your Initiation Method for the Service, which we will use to verify the authenticity of a Transaction. The term "Initiation Method" refers to the method we offer in the product enrollment form ("Set-up Form") or other Service Documentation for delivering your Transaction instructions to us with respect to the applicable Service and includes any applicable transmission protocols. The term "Transaction" means (i) any funds transfer or payment instruction (including any communication cancelling or amending an instruction), and (ii) any instruction, data or other information which we receive in your name with respect to a funds transfer. The purpose of the Security Procedure is to verify the authenticity of the Transaction. We will not use the Security Procedure to detect an erroneous or duplicate transaction. You will be responsible for any erroneous or duplicate transaction we receive in your name. You agree to be bound by each Transaction, whether or not authorized by you, issued in your name and accepted by us in compliance with the Security Procedure for the Service.
b. You agree that each Security Procedure for the Initiation Method in the Set-up Form or other Service Documentation for each of the Services (a) best meets your requirements with regard to the size, type and frequency of your Transactions, and (b) is commercially reasonable. If you have refused to use any standard Security Procedure and elect a non-standard Security Procedure, then you must sign the Non-Standard Security Procedure Elections form.

7. Confidential information. Unless otherwise stated in the Service Documentation, “Confidential Information” means all (a) User Guides and Terms and Use, and (b) Security Procedures, passwords, codes, security devices and related instructions. You will not acquire any ownership interest in or rights to Confidential Information as a result of your use of any Service.

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You will:
a. Maintain the confidentiality of the Confidential Information, b. Not disclose (or permit your employees or agents to disclose), copy, transfer, sublicense, or otherwise make any of it available to any person or entity, other than your employees who have a need to use the Confidential Information in connection with the applicable Service, and c. Not decompile, reverse engineer, disassemble, modify, or create derivative works of any Confidential Information.

You will notify us immediately if you know of or suspect any unauthorized disclosure, possession, use, or knowledge (each, an "Unauthorized Use") of any Confidential Information. If you (or your employees or agents) are responsible for the Unauthorized Use, you will, at your expense, promptly take all actions, including initiating court proceedings to recover possession and prevent further Unauthorized Use of the Confidential Information. You will also compensate us for any injury caused to us as a result of the Unauthorized Use.

8. Currency conversion. When your instructions require us to convert the amount of a payment order from the currency in which the Account is denominated ("Account Currency") to another currency ("Foreign Currency"), we will do so using the Applicable Exchange Rate in effect at the time we execute your payment order. “Applicable Exchange Rate” means the exchange rate we set and use for you when we convert one currency to another currency and includes a markup over our cost of sourcing the relevant currency. The markup factors include costs incurred, market risks and our desired return. The exchange rate we provide to you may be different from the exchange rates you see elsewhere. Foreign exchange rates are dynamic, and rates fluctuate over time based on market conditions, liquidity, and risks.

If a financial institution designated to receive the funds does not pay the beneficiary specified in the payment order, and the funds are returned to us, we will not be liable to you for a sum greater than the amount of the payment order after we have converted it from the Foreign Currency to the Account Currency using the Applicable Exchange Rate in effect at the time the funds are returned to us. You accept the risks of any change in the Applicable Exchange Rate 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.

9. CEO portal.
a. Description of the CEO portal. The CEO portal is our electronic banking portal that is accessed via the Internet. Your Authorized Agents (defined below) may use the CEO portal to access (i) Services in which you have separately enrolled (each, an “Accessed Service”) and (ii) third-party sites we may make available through the CEO portal. We offer different channels through which you may access the CEO portal, including personal computers and mobile devices. We may add or eliminate channels at any time. A Service or third party site accessible through one channel may not be accessible through another channel.
b. Access to the CEO portal. When you enroll in the CEO portal, and as we may determine is necessary after enrollment, we will provide Log-On Credentials (defined below) to the persons who are authorized to access the CEO portal on your behalf (each, an "Authorized Agent"). Log- On Credentials mean one or more secure methods we provide to access the Services and may include user IDs, passwords, token IDs, and other methods that we adopt from time to time.

We have no obligation to separately verify or authenticate any communication we receive in your name through the CEO portal, whether or not it was actually from an Authorized Agent.

You assume the entire risk of (i) unauthorized use of your Log-On Credentials and (ii) unencrypted electronic transmissions.
c. Administration of the CEO portal. We offer two options for administering the CEO portal: (i) Administration and (ii) Bank administration.
i. Administration. If you enroll in the Administration option, there are three categories of Authorized Agents: Company Administrator, Administrator, or User. Unless you and we separately agree, we will provide Log-On Credentials only to your initial Company DocuSign Envelope ID: 0BD77910-E7CB-48F6-A150-C8FCEF27BA92 DocuSign Envelope ID: 0BD77910-E7CB-48F6-A150-C8FCEF27BA92 DocuSign Envelope ID: 88344AA5-5208-4B94-BE72-CB721C5A4721 Master Agreement for Treasury Management Services
(EDOCS#16890561 Rev. 11/08/2019)

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Administrator(s) who will (a) assign Log-On Credentials to other individuals and (b) designate those individuals as one of the following:
(1) A Company Administrator, who may perform all functions of your initial Company Administrator,
(2) An Administrator, who may perform all functions of an Administrator including designating other Administrator(s) and User(s), or
(3) A User, who may access the Services designated by a Company Administrator or an Administrator, as well as those Services in which we permit a User to self- enroll.

Each Company Administrator and Administrator has the authority to enroll you in additional Services. In addition to your use of Administration as described in this subsection, you may request that we assign Log-On Credentials to Users that you designate in writing to us. Your designation to us will specify the Services which the User is authorized to access in addition to those Services in which we permit a User to self-enroll.
ii. Bank administration. For the Bank administration option, there is one category of Authorized Agent: Users. We will assign Log-On Credentials to each User you designate.

You will promptly revoke the Log-On Credentials of any Authorized Agent or User when that individual is no longer authorized to access the CEO portal. If you notify us in writing to revoke the Log-On Credentials of an Authorized Agent or User, we will have a reasonable time after receiving your written notification to revoke the individual’s access. d. Terminating access. We may terminate or restrict any Authorized Agent’s access to any Service through the CEO portal if we determine such use:
i. Does not comply with any term applicable to the CEO portal, ii. Is not permitted by Applicable Law,
iii. Is not authorized by you or any third party whose authorization we believe is necessary, or
iv. Should be denied for your or our protection (without us agreeing to or being required to make this determination in any circumstance).
e. Financial information. Financial market data, quotes, news, research, and other financial information developed by third parties and transmitted to us ("Financial Information") may be available to you at the CEO portal. The posting of any Financial Information or any other information or data at the CEO portal is not a recommendation by us of any particular Service or transaction. We do not guarantee the accuracy or completeness of any Financial Information, nor are we responsible for (i) the actions or omissions of the third parties developing or transmitting Financial Information or (ii) any decision you make or action you take by relying on any Financial Information.

10. Alerts.
a. Non-subscribed alerts. When you enroll in the CEO portal or other channels or Services, you consent to receiving by email or other delivery channels, servicing messages that we determine are important or urgent. You do not need to subscribe to receive such alerts and you do not pay additional service fees.
b. Subscribed alerts. You may also enroll in fee-based alerts for applicable Services so that you can receive messages you subscribe to at the intervals and through delivery channels that you choose.

11. Liability and indemnification.
a. We are not obligated to honor, in whole or in part, any payment order or other instruction that:
i. Exceeds the available balance in the Account, unless otherwise provided in the Service Documentation,
ii. Does not comply with the Service Documentation or our applicable policies, procedures, or practices made available to you,
DocuSign Envelope ID: 0BD77910-E7CB-48F6-A150-C8FCEF27BA92 DocuSign Envelope ID: 0BD77910-E7CB-48F6-A150-C8FCEF27BA92 DocuSign Envelope ID: 88344AA5-5208-4B94-BE72-CB721C5A4721 Master Agreement for Treasury Management Services
(EDOCS#16890561 Rev. 11/08/2019)

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iii. We have reason to believe may not have been duly authorized, should not be honored for our or your protection, or involves funds subject to a hold, dispute, restriction, or legal process, or
iv. Would possibly result in us not complying with Applicable Law. b. Neither we nor our software vendors make any express or implied representations or warranties with respect to the Services or any software used in connection with the Services, including any warranty as to the merchantability or fitness for a particular purpose, other than those expressly set forth in the Service Documentation. c. Any claim, action, or proceeding against us for losses or damages arising from a Service, must be brought within one year from the date of the act or omission, except as otherwise stated in the account agreement governing the Account.
d. We will have no liability for our failure to perform or delay in performing a Service if the failure or delay is due to circumstances beyond our reasonable control. If we determine that any funds transfer or communications network, Internet service provider, or other system used to provide a Service is unavailable, inaccessible, or otherwise unsuitable for use by you or us, we may, upon notice to you, suspend or discontinue the affected Service. e. We will only be liable to you for actual damages incurred as a direct result of our failure to exercise reasonable care in providing the Services. Reasonable care requires only that we follow standards that do not vary unreasonably from the general standards followed by similarly situated banks. Our policies and procedures are general internal guidelines for our use and do not establish a higher standard of care for us than otherwise established under Applicable Law.

A mere clerical error or an honest mistake will not be considered a failure by us to perform any of our obligations. Our liability to you will be limited to an amount not greater than 10 times our fees incurred in the calendar month immediately before the calendar month in which the loss or damages were incurred (or, if no fees were incurred in that month, our fees incurred in the month in which the losses or damages were incurred). f. Except in the case of our negligence or intentional misconduct, you will indemnify and hold us, our directors, officers, employees and agents (“Representatives”) harmless from all losses or damages that arise out of:
i. The performance of a Service in compliance with the Service Documentation, including any warranty we are required to make to a third party in connection with a Service, ii. An act or omission of any of your agents, couriers, or Authorized Agents, and iii. If the Service includes a license or sublicense of any software, any use or distribution of the software by you or any person gaining access to the software through you that is inconsistent with the license or sublicense.

You will promptly provide us with written proof of loss, and notify us if you become aware of any third party claim related to a Service. You will cooperate fully (and at your own expense) with us in recovering a loss. If we reimburse you, we or our designee will be subrogated to all of your rights (i.e., we will be entitled to assert any legal rights you had relating to the claim). g. Except as expressly provided otherwise in the Service Documentation, neither party nor its Representatives will be liable to the other party for:
i. Any special, consequential, incidental (including court costs and attorneys’ fees), indirect, or punitive losses or damages, or
ii. Business interruption, loss of profits, loss of business, loss of revenue, loss of goodwill, loss of opportunity, loss or injury to reputation, or loss of anticipated savings, whether any claim is based on contract or tort, or whether the likelihood of these losses or damages was known to the other party and regardless of the form of the claim or action.
h. When you send payments on behalf of your third party customers, you agree you are solely liable to your customers for any and all losses those customers may suffer. We exclude all and any liability of whatever nature (including those losses detailed in subsection g above) arising out of your relationship with your customer.

12. Governing law. The Service Documentation will be governed by: (a) U.S. federal law and (b) the law of DocuSign Envelope ID: 0BD77910-E7CB-48F6-A150-C8FCEF27BA92 DocuSign Envelope ID: 0BD77910-E7CB-48F6-A150-C8FCEF27BA92 DocuSign Envelope ID: 88344AA5-5208-4B94-BE72-CB721C5A4721 Master Agreement for Treasury Management Services
(EDOCS#16890561 Rev. 11/08/2019)

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(i) the U.S. state in which the office of Bank that maintains the Account is located or, if there is no such state or no account associated with such Service, (ii) the State of New York, without reference to its principles of conflicts of laws ("Governing Law").

13. Arbitration agreement. Upon demand by you or us, any dispute or claim arising out of or relating to this Agreement, or the breach thereof, must be submitted to arbitration administered by the American Arbitration Association ("AAA") under its Commercial Arbitration Rules, and must be heard before three arbitrators if the amount in dispute is US $5,000,000 or more or its equivalent in any other currency, and before one arbitrator for amounts in dispute of less than US $5,000,000 or its equivalent in any other currency. Arbitration will proceed in a location selected by AAA in the state of the applicable Governing Law, and if there is no such state, the place of arbitration must be New York, NY. The language of the arbitration must be English. Judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof. This arbitration requirement does not limit the right of you or us to: (a) exercise self-help remedies including setoff or (b) obtain provisional or ancillary remedies such as injunctive relief or attachment, before, during or after the pendency of any arbitration proceeding. This exclusion does not constitute a waiver of the right or obligation of you or us to submit any dispute to arbitration hereunder, including those arising from the exercise of the actions detailed in (a) and (b) of this section.

14. Jurisdiction. For any proceedings regarding this Agreement (not subject to arbitration as provided in this Agreement), you hereby irrevocably submit to the jurisdiction of the courts of the Borough of Manhattan, New York City, in the State of New York or the federal courts located there and irrevocably agree that all claims in relating to the proceeding may be heard or determined in those courts.

15. Miscellaneous
a. Severability. Any portion of the Service Documentation which is inconsistent with Applicable Law or Governing Law will be deemed modified and applied in a manner consistent therewith, and we will incur no liability to you as a result of the inconsistency or modification and application to any dispute regarding the Service Documentation. If any portion or provision of the Service Documentation is deemed unenforceable, it will not affect the enforceability or validity of the remaining Service Documentation nor the enforceability or validity of that portion or provision under the law of any other jurisdiction. b. Entire agreement. The Service Documentation (and any documents referred to therein):
i. Constitutes the entire agreement between you and us regarding the Services we provide for all Accounts opened with us, and
ii. Supersedes and extinguishes all prior agreements, understandings, representations and warranties of any nature (including requests for proposals and other sales material), whether oral or written, between you and us relating to any of our Services (including any other Master Agreement for Treasury Management Services, but excluding the current Commercial Account Agreement or Global Commercial Account Agreement, as applicable).
c. Electronic agreement. To facilitate execution, the Service Documentation may be executed by a party in the form of an "Electronic Record" (as defined in the Electronic Signatures in Global and National Commerce Act at 15 U.S.C. §7001 et seq. ["ESIGN Act"]). The Service Documentation may be executed in as many counterparts as may be required to reflect all parties' approval, and all counterparts will collectively constitute a single agreement. An "Electronic Signature" (as defined in the ESIGN Act) that can be authenticated will constitute an original and binding signature of a party. The fact that a document is in the form of an Electronic Record or is signed using an Electronic Signature will not, in and of itself, be grounds for invalidating such document.
d. No waiver. Neither our failure nor any delay by us in exercising any right or remedy will be deemed to be a waiver of the right or remedy. No course of dealing or waiver of any right on one occasion will constitute a modification of the Service Documentation or be a waiver of that right on a subsequent occasion.
e. Third party beneficiaries. Except as otherwise provided in the Service Documentation, no person or entity other than the parties to this Agreement will be deemed to be a third party beneficiary under the Service Documentation.

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f. Financial condition. You will provide us promptly upon our request any existing financial statements or other information pertaining to your financial condition or any previously unprepared financial statements which we may require you to prepare and/or to be audited or reviewed by independent certified public accountants acceptable to us. g. Your representations and warranties. You represent and warrant that: (i) you will not use any Service in a manner that would violate any Applicable Law by you or us; (ii) if you employ an agent in connection with its use of any Service, you represent and warrant to us that: (1) your governing body has duly authorized the agent; (2) you will exercise appropriate controls to ensure each authorized agent does not exceed the authority granted to it; and (3) you will preserve the confidentiality of the Log-On Credentials and immediately notify us if you become aware or suspect that any Log-On Credential may have been compromised. h. Use of names. You and we will not use each other’s name or refer to our relationship in any solicitation, marketing material, advertisement, news release, or other written, online or oral communication without specific prior written consent for each such use or release, except that we may use your name as a reference in service proposals if we obtain your prior written approval for such use.
i. Notices and communications. Either party may provide notice to the other party by mail, personal delivery, or electronic transmission.
i. You will notify us promptly in writing of any change in your name, Address, legal status, or any other changes relevant to the conduct of the Account or affecting your business relationship with us.
ii. The term "Address" as used in this Agreement refers to a mailing or electronic address. iii. You will use the Address where your relationship manager or other manager is located and will address any notice to the attention of the manager. iv. Each party will have a reasonable time after receipt of any notice to act on it. v. Any communication or notice to us from your agent about your use of a Service will be deemed to be a communication from you, and you authorize us to communicate with your agent about any such communication or Service.
vi. We are entitled to rely on any communication or notice from you that we believe in good faith was authorized by your authorized representative or Authorized Agent and, we will have no obligation to verify or authenticate an identity of a sender or signature on any notice or communication, except as expressly provided in the Service Documentation.

16. Survival. Sections 7, 11 - 15 will survive termination of the Services and this Agreement.

DocuSign Envelope ID: 0BD77910-E7CB-48F6-A150-C8FCEF27BA92 DocuSign Envelope ID: 0BD77910-E7CB-48F6-A150-C8FCEF27BA92 DocuSign Envelope ID: 88344AA5-5208-4B94-BE72-CB721C5A4721 Master Agreement for Treasury Management Services
(EDOCS#16890561 Rev. 11/08/2019)
© 2019 Wells Fargo Bank, N.A. All rights reserved

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Appendix X
Applicable Branches or Subsidiaries of Bank

1. Wells Fargo Bank, N.A. – London Branch

2. Wells Fargo Bank, N.A. – Cayman Islands Branch
Customer Name:

Signature
CITY ATTORNEY’S OFFICE

APPROVED AS TO FORM
SIGNATURE __________
DATE________________
DocuSign Envelope ID: 0BD77910-E7CB-48F6-A150-C8FCEF27BA92 City of Palo Alto
DocuSign Envelope ID: 0BD77910-E7CB-48F6-A150-C8FCEF27BA92 DocuSign Envelope ID: 88344AA5-5208-4B94-BE72-CB721C5A4721 10/1/2020

Lockbox Service Description
Treasury Management Services

DocuSign Envelope ID: 0BD77910-E7CB-48F6-A150-C8FCEF27BA92 DocuSign Envelope ID: 0BD77910-E7CB-48F6-A150-C8FCEF27BA92 DocuSign Envelope ID: 88344AA5-5208-4B94-BE72-CB721C5A4721

2 December 1, 2019 | Lockbox Service Description

Introduction

The Service Documentation contains the terms and conditions under which Wells Fargo Bank, N.A. (“Bank”) provides you the services described below. “You,” “your” or “yours” refer to the Bank customer identified on the Acceptance of Services that is signed when you enroll in Services (“Acceptance”). The terms “we,” “us,” or “our” refer to the Bank. Other capitalized terms used in this Service Description are defined in the Master Agreement or in the Glossary at the back of this Service Description.

The service (“Service”) covered by this Service Description is:
• Lockbox

The Service Documentation includes:
a. The Service Description (which contains terms and conditions applicable to the Service), b. The Acceptance (which indicates your acceptance of the Service Documentation), c. The Master Agreement (which contains terms and conditions applicable to all services), d. The Account Agreement governing your account that you use for the Service (“Account”), e. The Product Enrollment Form (“Set-up Form”) (which contains set-up information for the service in which you are enrolling), and
f. User Guides (which include Terms of Use, software, software licenses, price schedules, specifications, instructions, and notices).

The separate documents and individual provisions of the Service Documentation are intended to be read together as one agreement between you and us. This Service Description and the Master Agreement are posted at our Commercial Electronic Office
® (CEO®) portal. If there is a conflict among the documents that are part of the Service Documentation, they will govern in the order listed above. Your use of a Service confirms your receipt of, and agreement to be bound by, this Service Description and all Service Documentation.

Lockbox Service

1. Description of lockbox service.
a. With this Service we provide you with a lockbox (“Lockbox”) and Lockbox Address for receipt and processing of (i) Checks, and (ii) Charge Authorizations (if you elect this service option and subject to the requirements in section 4 below).
b. The Service will start after we have assigned the Lockbox Address to you, you have opened your Account, delivered to us the Set-up Form selecting your options for the Service and provided us with any other requested information or documents.
c. You will instruct your customers to mail Checks and Charge Authorizations (if applicable) to the Lockbox Address, or for overnight delivery to the applicable street address. You will also instruct your customers and other payors not to send cash to the Lockbox. Cash that is sent to the Lockbox will be subject to Currency Transaction Reporting. d. We or our agents will have exclusive and unrestricted access to the Lockbox.

2. Lockbox processing.
a. Processing remittance materials.
i. Each Business Day we will examine the Remittance Materials in the Lockbox and image them in accordance with section 6.

DocuSign Envelope ID: 0BD77910-E7CB-48F6-A150-C8FCEF27BA92 DocuSign Envelope ID: 0BD77910-E7CB-48F6-A150-C8FCEF27BA92 DocuSign Envelope ID: 88344AA5-5208-4B94-BE72-CB721C5A4721

3 December 1, 2019 | Lockbox Service Description

ii. C ash will be removed from the envelope and a credit advice for the amount of the cash will be placed with the envelope and imaged.
iii. Except as provided in this Service Description or as otherwise agreed, we will not reconcile the Payments in the envelopes to Invoices or to any other Remittance Materials. iv. Subject to any Business Rules you specify, we will process a Check (1) by automated means when a scannable Invoice is included with the Check (“Automated Processed Check”) and (2) manually when a non-standard Invoice is included with the Check or no Invoice is included (“Manually Processed Check”).
b. Deposits. Each Business Day, we will deposit Checks (other than Exception Manual Checks described in section 2(d) below) and cash received in the Lockbox to the Account in accordance with the Account Agreement.
c. Payments processed by automated means.
i. Except as set forth in section 2(c)(ii) below or in your Business Rules, each Automated Processed Check may be deposited in the Account despite any discrepencies in the amount, any postdating or staledating, missing information or alterations on the Check, as described in the User Guide.
ii. If you elect to use the Decisioning Module described in section 3, you can give us specific processing instructions for Automated Processed Checks before the Cutoff Time. d. Payments processed manually.
i. Except as set forth in your Business Rules, each Manually Processed Check will be deposited in your Account, except:

1. An Exception Manual Check,

2. A Manually Processed Check that has been altered (subject to section 2(e) below),

3. You specifically instruct us to the contrary using the Decisioning Module described in section 3, and

4. You have given us a written list of acceptable payee names and the payee name on the Manually Processed Check does not match an acceptable payee name. e. Alterations. We will use commercially reasonable efforts to identify any alteration to a Manually Processed Check and not accept a Check we have identified as altered for deposit. f. Restrictive notations. We will not inspect Checks to determine whether they bear restrictive notations, such as “Paid in Full.”
g. Foreign checks. If you and we enter into an agreement to provide services for Foreign Check s we will deposit and process a Foreign Check if both the foreign bank location and the Foreign Check currency appear on our approved list. A Foreign Check not meeting these criteria will not be deposited and will be returned to you in accordance with section 2(h). h. Rejected remittance materials. Unless you elect otherwise in writing, we will mail to you (i) any Remittance Materials which are not imaged in accordance with section 6, and (ii) any Checks or other instruments which are not deposited in accordance with this Service Description.

3. D
ecisioning module. If you elect to use our Decisioning Module for the Service, you can send us processing instructions through the CEO portal for certain Checks which we have determined may be unprocessable (each, an “Unprocessable Check”). Each message related to the processing of an Unprocessable Check (your “Decisioning Instruction”) must be received by us by the Cutoff Time. If we do not receive a Decisioning Instruction by the Cutoff Time , we will handle the Unprocessable Check in accordance with your Default Option. “Default Option” means your election for us to take one of the following actions for any Unprocessable Check:
a. “Deposit all,” meaning we deposit the Unprocessable Check in your Account (this will be the default option unless you elect otherwise), or
b. “Reject all,” meaning we reject the Unprocessable Check and return it to you as described in section 2(h).

DocuSign Envelope ID: 0BD77910-E7CB-48F6-A150-C8FCEF27BA92 DocuSign Envelope ID: 0BD77910-E7CB-48F6-A150-C8FCEF27BA92 DocuSign Envelope ID: 88344AA5-5208-4B94-BE72-CB721C5A4721

4 December 1, 2019 | Lockbox Service Description

4. Charge authorizations. If you elect this Service option (and it is available at your Lockbox processing site), you are required to enter into a Merchant Agreement with us and the Merchant Agreement will govern any Charge Authorizations. As set forth in the Merchant Agreement:
a. We will process each Charge Authorization received in the Lockbox which is completed with the required processing information,
b. We will not process a Charge Authorization and will return it to you if any required information is missing or it is illegible,
c. We will seek approval from the issuer of the credit card for the payment on the Charge Authorization,
d. We will request settlement for each Charge Authorization that the issuer approves, and e. Each Business Day we will make information on processed Charge Authorizations available through the channel you and we agree to.

5. Virtual lockbox service.
a. Description of service. When you enroll in our optional Virtual Lockbox Service you can :
i. Create Electronic Checks from eligible paper checks in accordance with the Wells Fargo Remote Deposit Capture Service Description (“RDC Service Description”) , which is incorporated by reference into this Service Description, ii. Create images of Invoices and other Remittance Materials according to this Service Description, and
iii. Transmit Electronic Checks and Remittance Materials to us in an Electronic File for processing according to the RDC Service Description and this Service Description. b. Processing.
i. Business Rules. If you and we have agreed to Business Rules to apply during the processing of your Electronic Files, we will apply them to each Electronic File you send us. Our processing will include data capture of the dollar amount of each Electronic Check, along with data entr y related to Remittance Materials, as agreed to by you and us in your Business Rules. ii. Exception Electronic Checks. If we identify any Electronic Checks that are ineligible for processing, we will identify these exception checks in a report made available to you. You are responsible for reviewing each electronic check identified in this report in a timely manner and arranging for the timely disposition of each check (whether through recapture or physical deposit) outside the process available in connection with this Service. c. Instructions. If this option is available to you, you can use the CEO portal or another communications channel you and we agree to use to give us specific processing instructions for the Electronic Files.

6. Imaging and retention.
a. Imaging and access to images. Unless you and we agree otherwise, we will electronically image all Remittance Materials unless rejected or otherwise unprocessable. You may access images of Remittance Materials through the CEO portal or other communications channels or transmission methods we offer to you. We will redact credit card information including account number, signature and expiration date on images of Charge Authorizations. b. Destruction of originals. All original Checks and other Remittance Materials that we image pursuant to this Service Description will be destroyed 5 Business Days after the processing date.

You will notify us of any issues which require inspection of original Checks or Remittance Materials before the end of the 5-day period.
c. Intraday image access. Any images that you access on an intraday basis may not be final and are subject to further value-added keying. You assume all risk associated with your use of or reliance on intradayimages.

DocuSign Envelope ID: 0BD77910-E7CB-48F6-A150-C8FCEF27BA92 DocuSign Envelope ID: 0BD77910-E7CB-48F6-A150-C8FCEF27BA92 DocuSign Envelope ID: 88344AA5-5208-4B94-BE72-CB721C5A4721

5 December 1, 2019 | Lockbox Service Description

7. Representations and warranties. You represent and warrant to us that:
a. Any person you identify in the Set-up Form or any other communication delivered to us is authorized to receive communications and give us instructions regarding the Service. If the authority of any authorized person changes, you will promptly notify us in writing. We will have a reasonable time after receipt of a communication to act on it. b. If a payee on a Check received in the Lockbox is a legal entity other than you, you are duly authorized by the payee to have the Check endorsed and deposited into your Account. c. Each Charge Authorization received at the Lockbox is legitimate and duly authorized by the account debtor.

8. Indemnification. You agree to indemnify and hold us and our Representatives harmless from and against any and all Losses which we or our Representatives suffer or incur relating to:
a. A breach of your representations and warranties in section 7, b. Any keying errors or misapplied payments resulting from your Decisioning Instructions or errors or delays in your Decisioning Instructions caused by your computer system issues , c. Any action taken by us in response to a Decisioning Instruction, except to the extent that any such Losses are directly caused by our gross negligence or willful misconduct, and d. The processing of Charge Authorizations.

9. Limitation on liability.
a. We will have no liability or responsibility for Losses arising from:
i. Any keying errors or misapplied payments resulting from your Decisioning Instructions or errors or delays in your Decisioning Instructions caused by your computer system issues, ii. Depositing a Check bearing a restrictive notation in accordance with this Service Description, regardless of whether we have knowledge of the restrictive notation, iii. The deposit of any altered Check, unless the loss results directly from the willful misconduct of our officers or employees, or
iv. Processing a Charge Authorization in accordance with this Service Description. b. In addition to the other limitations on our liability contained in the Master Agreement, if you incur a material loss which results directly from our negligence or breach in performing the Service due to our failure to deposit a Payment according to this Service Description, our liability will be limited to direct damages in an amount not to exceed interest on the Payment amount calculated at the Federal Funds rate for the time period such Payment amount is not in your Account, not to exceed 30 days.

10. Miscellaneous.
a. Service fees. We may require that you establish a separate analyzed account with us for bi lling purposes. You authorize us to debit our Service fees and charges from the billing account. b. Termination. Upon termination of the Service, we will (i) close the Lockbox, and (ii) dispose of the mail addressed to the Lockbox in the manner instructed by you for a period of 3 months after the termination date, unless otherwise agreed between you and us. You will prepay our Service fees to dispose of the Lockbox mail based on our estimate at the time of termination. c. Customer service. Any questions that you have with respect to the Service should be addressed to our customer service center at the telephone number and address separately provide to you. d. Assignment. Notwithstanding anything to the contrary in this Service Description or the Service Documentation, our rights and obligations with respect to the Service shall be assignable to any successor in interest without restriction.
e. Survival. Sections 8 and 9 of this Service Description will survive termination of the Service.

DocuSign Envelope ID: 0BD77910-E7CB-48F6-A150-C8FCEF27BA92 DocuSign Envelope ID: 0BD77910-E7CB-48F6-A150-C8FCEF27BA92 DocuSign Envelope ID: 88344AA5-5208-4B94-BE72-CB721C5A4721

6 December 1, 2019 | Lockbox Service Description

Glossary

Account Agreement means the applicable account agreement governing your Account.

Applicable Law is defined in section 3 of the Master Agreement.

Business Day means every day except Saturday, Sunday and federal holidays.

Business Rules mean certain processing rules that you and we agree in writing to apply to the Payments and Electronic Checks.

Charge Authorization means a written authorization to charge your customer’s credit card for a payment due to you.

Check means a paper Item (which includes drafts) received at the Lockbox that we accept in payment of obligations to you.

Cutoff Time means our cutoff time each Business Day that we separately disclose to you for the Service.

Decisioning Module means our Online Lockbox Decisioning Module.

Electronic Check means an electronic image of, and electronic information derived from a paper check.

Electronic File means an electronic file transmitted to us with an Electronic Check.

Exception Manual Check means a Manually Processed Check that we determine in our sole discretion is not eligible for processing, as described in the User Guide for the Service.

Foreign Check means a Check drawn on a foreign bank or payable in a currency other than U.S. Dollars.

Invoice means an invoice or remittance coupon included with a Payment received in the Lockbox.

Item is defined in the Account Agreement.

Lockbox Address means the United States Postal Service address we assign to you for the Service.

Losses means all liabilities, losses, damages, claims, obligations, demands, charges, costs, or ex penses (including reasonable fees, disbursements of legal counsel and court fees).

Master Agreement means the Master Agreement for Treasury Management Services.

Merchant Agreement means a separate merchant services agreement you and we enter into for us to process your Charge Authorizations.

Payment means a Check, Charge Authorization or cash received in the Lockbox.

Remittance Materials means any Checks, Charge Authorizations, Invoices, correspondence, papers, documents, and other envelope contents (other than cash).

Representatives is defined in section 11(f) of the Master Agreement.

DocuSign Envelope ID: 0BD77910-E7CB-48F6-A150-C8FCEF27BA92 DocuSign Envelope ID: 0BD77910-E7CB-48F6-A150-C8FCEF27BA92 DocuSign Envelope ID: 88344AA5-5208-4B94-BE72-CB721C5A4721

[REVISED – January 2, 2020]
© 2019 Wells Fargo Bank, N.A. All rights reserved.

ACH and Related Services
Service Description
Treasury Management Services

Table of contents

03 Introduction
03 Services
03 ACH Origination Service

06 Cash Concentration Service
07 ACH Fraud Filter Service
08 Perfect Receivables® Service

08 WellsTAX® Payments Service
10 Glossary

Introduction

The Service Documentation contains the terms and conditions under which we provide you the services described below. “You,” “your” or “yours” refer to the Bank customer identified on the Acceptance of Services that is signed when you enroll in the Services (“Acceptance”). The terms “we,” “us,” or “our” refer to the Bank. Other capitalized terms used in this Service Description are defined in the Master Agreement or in the Glossary at the end of this Service Description.

The services (each a “Service”) covered by this Service Description are :
• ACH Origination Service
• ACH Fraud Filter Service
• Cash Concentration Service
• Perfect Receivables® Service
• WellsTAX® Payments Service

The Service Documentation includes:
a. The Service Description (which contains terms and conditions applicable to the Service), b. The Acceptance (which indicates your acceptance of the Service Documentation), c. The Master Agreement (which contains terms and conditions applicable to all services), d. The Account Agreement governing the Account,
e. The Product Enrollment Form (which contains set-up information for each service in which you are enrolling), and f. User Guides (which include Terms of Use, software, software licenses, price schedules, specifications, instructions, and notices).

The documents and individual provisions of the Service Documentation are intended to be read together as one agreement between you and us. This Service Description and the Master Agreement are posted at our Commercial Electronic Office
® (CEO®) portal. If there is a conflict among the documents that are part of the Service Documentation, they will govern in the order listed above. Your use of a Service confirms your receipt of, and agreement to be bound by, this Service Description and all Service Documentation.

Services

ACH Origination Service

1. Description of services. With this Service you can originate ACH credit and debit Entries in accordance with the ACH Rules. Any capitalized terms not specifically defined in the Service Documentation will be as defined in the ACH Rules.

By using this Service, you authorize us to originate Entries on your behalf to Receivers’ accounts, you agree to be bound by the ACH Rules, and you agree not to originate Entries that violate the laws of the United States.

2. Preparation of Entries and Files; processing schedules. You will prepare and deliver each File in accordance with the ACH Rules, User Guides and other guidelines we make available to you. You agree to use the applicable Security Procedure when you send Entries to us. We will process each File under our current processing schedule and any instructions about the Settlement Date of an Entry that you provide, if (a) we receive the File by our Cutoff Time on a Business Day and (b) the ACH is open for business. Your Files will be considered received by us when the transmission is completed and authenticated in compliance with the Security Procedure. If your File is received after our Cutoff Time or on a day when the ACH is not open for business, we will treat the File as having been received prior to our Cutoff Time on the next Business Day on which the ACH is open for business. In processing your Entries or Fi les, we may use any means of transmission, funds transfer system, clearing house or intermediary bank that we reasonably select.

3. Inconsistency of name and number. If an Entry describes the RDFI both by name and identifying number, we, a Gateway Operator or another financial institution handling the Entry may rely on the identifying number to identify the RDFI, even if the identifying number refers to an institution other than the named RDFI. If an Entry describes a Receiver both by name and identifying number, the RDFI may pay the Entry based on the identifying number, even if the number identifies a person different from the named Receiver.

4. Your payment obligations with respect to entries. You are obligated to pay us in immediately available funds an amount equal to the sum of all credit Entries you deliver to us before we send your Entries to the ACH or Gateway Operator, or post an on-us Entry. When we act as both the ODFI and RDFI for an Entry, the Entry is an “on- us Entry.” You will maintain available funds in each Account sufficient to cover your credit Entries. You authorize us to debit the Account for the total amount of all credit Entries originated from it at any time. We may refuse to process any credit Entries, even if we have done so in the past, without having first been paid by you, but, if we do, the amount is immediately due and payable without notice or demand. We may take other actions to ensure we receive payment for your credit Entries including (a) upon notice to you, placing a hold on fu nds in any account you hold with us or our affiliate sufficient to cover your credit Entries and (b) setting off against any amount we or our affiliate owes you. In addition, we may charge the Account or any other of your accounts held with us or our affiliate for any debit Entry, including any correcting or Reversal Entry later returned to us. You will reimburse us for any returned debit Entries on the same day you receive notice of the returned Entry. You agree that we do not need to send a separate notice of debit Entries which have been returned unpaid.

5. Provisional credit. If we credit your Account for an Entry, the credit is provisional until we receive final settlement. If we do not receive final settlement, we are entitled to debit your Account or an y other accounts you own in whole or in part with us or our affiliate for the amount of the Entry. If there is any remaining shortfall, you will pay it immediately upon demand.

6. Rejected entries. We may reject an Entry or File if you do not comply with the terms of the ACH Rules and the Service Documentation, and we will attempt to notify you promptly so you may correct the problem. We will have no liability for rejecting an Entry or File or failing to provide notice of a rejection. If you ask us to repai r an Entry or File, we will have no liability if we are unable to make the requested repair. You will pay all charges and expenses for any repair or attempted repair.

7. Cancellation, amendment, reversal. You have no right to cancel, amend or reverse an Entry or File after we receive it. If you do request that we cancel, amend or reverse an Entry or File, we may, in our sole discretion, attempt to complete the request. If we do not complete the request, we will have no liability and you will reimburse us for any expenses, losses or damages we incur.

8. Your duty to report erroneous or unauthorized entries. You will exercise reasonable care to determine whether an Entry we accepted was either erroneous or not authorized and to notify us of the relevant facts within a reasonable time not exceeding 14 days after you receive our notification that the Entry was accepted or that the Account was debited for the Entry, whichever is earlier. If you do not notify us within 14 days, we will not be liable for any loss of interest or for any other loss relating to an erroneous or unauthorized debit to your Account or because of any other discrepancy in the notification.

9. Re-transmission of returned entries. We are not required to re-transmit a returned Entry or File to the ACH or Gateway Operator, or to take any further action on a returned on-us Entry.

10. Audit. You grant us ongoing access to your Files and the right to audit periodically your Files, ACH processes and controls so we can verify your compliance with the ACH Rules and this Service D escription or any other Service Documentation.

11. Warranties. We make certain warranties under the ACH Rules and other Applicable Law when you use this Service. You will reimburse us for any Losses we incur, including our reasonable attorneys’ fees and legal expenses, as the result of a breach of a warranty we make in connection with any of your Entries, except to the extent that the L osses resulted from our own gross negligence or intentional misconduct.

12. Indemnification. We indemnify certain persons under the ACH Rules when you use this Service. You agree to reimburse us and our Representatives for any Losses we incur, including our reasonable attorneys’ fees and legal expenses, as the result of the enforcement of any such indemnity, except to the extent the Losses resulted solely from our own gross negligence or intentional misconduct. In addition, you will indemnify us and our Representatives from and against all Losses awarded against or incurred or suffered by us arising directly or indirectly from or related to any material breach of a representation, warranty, or covenant you provide regarding this Service.

13. Termination. In addition to the termination provisions contained in the Master Agreement, we may terminate this Service immediately upon notice to you if we determine in our sole discretion : the number of returned debit Entries is excessive; you have breached a warranty provided under the ACH Rules or this Service or otherwise failed to comply with the ACH Rules.

14. Survival. Sections 3, 5, 6, 8, 9, 12 and 13 will survive termination of the Services.

Additional Terms and Service options

15. International Entries. This section contains additional terms that apply when you originate International Entries. a. General. You agree to comply with, and we will process each International Entry in accordance with:
i. The laws and payment system rules of the receiving country of your International Entry, ii. Any agreement we provide to you governing International Entries between us and the Gateway O perator we use to process the International Entry, and
iii. The ACH Rules.

If there is a conflict among these three areas, they will govern in the order listed above. b. Currency conversion. With respect to International Entries we agree to originate in a Foreign Currency, the currency conversion is governed by section 8 (Currency conversion) of the Master Agreement. For debit Entries, however, we use the Applicable Exchange Rate in effect at the time we receive the funds for settlement of the debit Entry rather than at the time we send (or execute) the debit Entry. If the debit Entry is returned to us, we may charge the applicable Account or any other of your accounts with us or our affiliate for the amount equal to the value of the returned debit Entry, after we have converted the Foreign Currency to the Account Currency at the Applicable Exchange Rate in effect when we process the returned debit Entry. We will not be liable for a sum in excess of the original amount of the debit Entry after conversion. c. Acts or omissions of third parties. We will not be liable for:
i. A ny failure or delay by a Gateway Operator, any intermediary financial institution, or the financial institution designated to receive the International Entry in the receiving country in processing or failing to process any Entry we transmit to the receiving country, or ii. Any acts or omissions by a third party including the delay or failure of any third party to process, credit or debit any International Entry.

16. Third-party sender activities. This section contains additional terms that apply when you are a Third -Party Sender. a. General. Prior to originating any Entry on behalf of each customer or upon our request, you will:
i. P rovide us with the information we require to understand the nature of your customer’s business , including the name, Taxpayer Identification Number, business activity and geograp hic location of your customer, and whether your customer is also a Third-Party Sender, DocuSign Envelope ID: 0BD77910-E7CB-48F6-A150-C8FCEF27BA92 DocuSign Envelope ID: 0BD77910-E7CB-48F6-A150-C8FCEF27BA92 DocuSign Envelope ID: 88344AA5-5208-4B94-BE72-CB721C5A4721 6 ACH & Related Services - Revised January 2, 2020

ii. Timely provide us with information we require for purposes of our registration of you or your customer as a Third-Party Sender in accordance with the ACH Rules (“Registration”) and supplemental Registration information requested by us, and
iii. Upon our request, obtain our written approval to originate or continue to originate Entries for that customer (which we may rescind upon written notice to you), and iv. E nter into a written agreement with that customer in which that customer agrees:

1. T o assume the responsibilities of an Originator under the ACH Rules and to be bound by the ACH Rules,

2. Not to originate ACH Entries in violation of the laws or regulations of the United States including without limitation the regulations issued by the Office of Foreign Assets Control,

3. T o grant us ongoing access to audit the customer and any ACH Entry that it has transmitted to you for transmission to us, and

4. That we may at any time refuse to process an ACH Entry for that customer. b. Updates to registration information. You will timely notify us of any changes to information you provide to us for the Registration of you or your customer as a Third Party Sender. c. Representations and warranties. With respect to each of your customers for which you are originating transactions through us, you represent and warrant to us that you have conducted the appropriate due diligence to determine that:
i. E ach customer is engaged in a legitimate business, and ii. The type, size and frequency of transactions that each customer is originating is normal and expected for the customer’s type of business.
d. Ongoing monitoring. You will use reasonable commercial standards to monitor each customer’s business and transactions on an ongoing basis, and notify us promptly if you identify any unusual activity by your customer . You will take appropriate actions with respect to the customer, including refusing to originate Entries for your customer.

17. Perfect NOC service. With our Perfect NOC Service, we maintain a database of Notifications of Change (each, a “NOC”) that we receive. We use this database to update your Entries in accordance with the Service options you select from time to time. We will notify you of each NOC we receive in connection with your Entries. Additional details about this Service are more fully described in the applicable User Guide.

18. MICR-split processing service.
a. With our MICR-Split Processing Service, if we determine that an RDFI for a debit Entry you sent is not an ACH participant (or as otherwise reasonably determined by us as appropriate), you authorize us to issue a preauthorized check (“PAC”) using the debit Entry data you provided. PACs are drawn upon the Receiver’s account with the applicable RDFI and deposited in your Account, but do not contain the signature of the Receiver. b. You represent and warrant to us that:
i. Y ou have the appropriate authorization from each person owning the Receiver’s account shown in the debit Entry data, which remains effective when we issue the PAC, and ii. Y ou are not a “telemarketer” for purposes of the Federal Trade Commission’s Telemarketer Sales Ru le (16 C.F.R. Part 310).

19. Cash Concentration service. With the Cash Concentration Service, we originate debit Entries to move funds from your Remote Accounts into your Concentration Account. We make summary and detail level reports of your cash concentration transactions available to you through our Cash Concentration Reporting Service. Additional details about this Service and available service options are more fully described in the applicable User Guide. a. Options. You can choose from the following options:
i. Touchtone or online option. We originate debit Entries to collect funds from your Remote Accounts for the transfer amounts you specify based on deposit information entered for each location by touch-tone telephone or computer.

ii. Automated Cash Concentration option. We request account balances from the financial institutions holding the Remote Accounts. We calculate transfer amounts and originate debit Entries based on your specified target balances for the Remote Accounts and other transfer parameters you may establish. b. Representations and warranties. With respect to each debit Entry we originate on your behalf, you represent and warrant to us that:
i. T he debit Entry is authorized,
ii. I f you are using the Touchtone/Online option, the corresponding deposit input is accurate, and iii. I f you are using the Automated Cash Concentration Option, you have authorized each financial institution holding a Remote Account to comply with our request for balance information. c. ACH deadlines. If by our applicable Cutoff Time (i) you do not complete your deposit inputs for the Touchtone or Online option or (ii) we are unable to obtain balance information for a Remote Account for the Automated Cash Concentration option, we will not be responsible for failing to meet the ACH deadlines to originate the debit Entries.
d. Automated Cash Concentration authorization. You authorize us in our own name or in your name, to request that each financial institution holding a Remote Account provide us or our designee with the account balance information each Business Day using any method specified by us .

ACH Fraud Filter Service

1. Description of service. With this Service, you can manage incoming ACH Entries in accordance with the ACH Rules.

Any capitalized terms not specifically defined in the Service Documentation will be as defined in the ACH Rules . You have the following options:
a. Stop option. This option stops all incoming ACH Entries you have not authorized in advance (and not set as preauthorizations). Entries stopped under the Stop Option will be returned to the ODFI as unauthorized. b. Review option. You review and decision each incoming ACH Entries (not set as preauthorizations) before the applicable cutoff time and select each Entry to be either paid or returned . Entries that you have selected for return under the Review Option will be returned to the ODFI as unauthorized and we will create a reversing adjustment to your Account. If you do not make a pay/return decision on an Entry prior to the applicable cutoff time, the Entry will be paid or returned based on the default action you specified. c. Additional criteria. You may also set up additional decisioning criteria, including limits and preauthorizations.

2. Echecks. You have the following options for incoming ACH Entries that have been converted from a check (Echecks) . a. Stop option. All Echecks will be automatically stopped and returned to the ODFI as unauthorized . b. Post option. All Echecks will automatically post without your review. c. No additional criteria. Additional decisioning criteria, including limits and preauthorizations, are not available for Echecks.

3. Service restrictions. You agree to be bound by the ACH Rules for all Entries. Regardless of the Service options or other criteria you have in place, we may return any Entry in accordance with the ACH Rules and Applicable Law. We may also accept any Entry, Reversal Entry or adjustment in accordance with our obligations under the ACH Rules and Applicable Law. This Service does not apply to transactions between you and us. We may pay Entries which you have authorized us to originate against your Account (for instance, loan or credit card payments), whether or not you have included these in your decisioning criteria.

4. Termination. Upon termination of this Service, you will still have the right to return individual Entries in accordance with the ACH Rules and Applicable Law.

Perfect Receivables® Service

1. Description of service. With this Service, you can elect options for posting and reporting information about ACH entries and wire transfers (each, a “Remittance”) that we post each Business Day to your Account(s). We provide a range of unique Wells Fargo payment identification codes (WPICs) that can be used to route Remittances to your Account and help you identify and post your receivables to the correct remitter.

2. WPIC restrictions.
a. You may not assign a WPIC to more than one remitter or reuse any WPIC numbers. b. If you cannot post the Remittance to your remitter in accordance with the WPIC information, you must return the Remittance.
c. We have the right to rescind any WPIC number or range of WPIC numbers at any time in our sole discretion. For example, we may do so if we consider it necessary to comply with Applicable Law. We will use reasonable efforts to notify you before rescinding any WPIC number unless we are prohibited from doing so by Applicable Law, or by our applicable policies and standards, as amended from time to time. When you receive notice of the rescission of any WPIC number, you will promptly notify the remitter assigned to the rescinded WPIC nu mber that the WPIC number may no longer be used to receive Remittances. You will use best efforts to prevent the WPIC from being used to receive Remittances and will block or otherwise restrict access to funds received through a rescinded WPIC.

3. Processing of Remittances; chargebacks. Each Business Day, we will post to your Account all Remittances we receive prior to the Cutoff Time, except for Remittances we reject. Each credit to your Account for a Remittance is provisional until we receive final settlement for the Remittance. If we do not receive final settlement, we may debit your Account or any other account you own, in whole or in part, with us or any of our affiliates for the amount of the Remittance.

You will pay us immediately upon demand for any shortfall remaining after such chargeback.

4. Rejected Remittances. We may, but are not obligated to, reject a Remittance:
a. T hat does not contain all of the required information specified by us , b. I f we suspect that you are not entitled to the Remittance, c. I f at the time we receive the Remittance, you do not maintain an Account with us, the Service has been terminated, or we are not permitted by law to accept credits to any of your Accounts, or d. I f you are in default under this Service Description or any other Service Documentation.

5. Reporting. Each Business Day, we will provide you with the information about Remittances posted to your Accounts through the communications channels you elect.

6. Violation of Applicable Law. You represent and warrant to us that you will not use the Service in a manner that could result in a violation of Applicable Law. You will provide us with the information we require to understand the nature of your use of the Service and grant us ongoing access to audit your compliance with Applicable Law. In addition to our other rights to terminate the Service under the Service Documentation, we may terminate the Service upon notice to you if we determine your use of the Service could result in a violation of Applicable Law.

WellsTAX® Payments Service

1. Description of service. With this Service, you can use our CEO® portal or a touch-tone telephone to request transfers from your Account (each, a “Transfer”) to pay your U.S. federal, state or other taxes specified from time to time in our User Guides. By using this Service, you authorize us to originate ACH credit Entries on your behalf to effectuate the Transfers. You agree to be bound by the ACH Rules, and also comply with applicable provisions of the ACH Service Description, which is incorporated by reference into this Service Description.

2. Procedures for initiating transfers. You will deliver your requests for Transfers in accordance with the Service Documentation, including the User Guides. You agree to use the applicable Security Procedures for your Initiation Method (including access codes and passwords for touch-tone telephone initiation method) when you send Transfer requests to us.

3. Accuracy of data. You will provide us with the information necessary for us to inform the applicable government agency or entity of the tax payment within the time period required by any rule or regulation governing the payment.

You authorize us to rely on the accuracy of the information you have provided to us.

4. Transfer deadline. Any Transfer request delivered on any Business Day after the applicable Cutoff Time, or on a non- Business Day, will be deemed received on the following Business Day. You must deliver Transfer requests by the applicable Tax Transfer Deadline.

5. Authorized reporting agent. If you are a taxpayer required by federal law to make electronic Federal Tax Deposit (FTD) payments to the Internal Revenue Service (IRS) and submit FTD information through the U.S. Department of the Treasury’s Electronic Federal Tax Payment System (EFTPS), we will make your Transfers as FTD payments submitted through EFTPS, regardless of any other instructions from you. In performing the Service, we are acting as your authorized reporting agent. You authorize us to accept debit Entries from the IRS to make the Transfers , and to debit your Account for the amount of such payments.

6. Payment for Transfers. You authorize us to debit your Account before we process a Transfer. We may refuse to process a Transfer if the Transfer would exceed the available funds in the Account on the Tax Transfer Deadline.

7. Rejected Transfers. We also reserve the right to delay or reject any Transfer if we believe the Transfer may violate Applicable Law or if we believe the Transfer will present a risk to you and/or us, or for other reasons. If we do not accept a Transfer request or must delay making a requested Transfer, we will attempt to notify you.

8. No verification of Transfer Requests. We are under no obligation whatsoever at any time to verify any Transfer and will have no liability for failing to investigate or verify any Transfer request .

9. Confirmations. We will confirm each Transfer on your account statement or on any bank information reporting service that we provide you. You must immediately inform us of any Transfer that is incorrect or unauthorized.

10. Amendments and cancellations of transfer requests. You may cancel a Transfer request before the Cutoff Time if we have not processed the Transfer. After we have processed a Transfer, it cannot be canceled, amended or reversed.

11. Records, information and audits. You will verify the accuracy of all records and information regarding the Service or any Transfer and you will notify us immediately of any errors. Nothing in the Service Documentation will relieve you of:
a. A ny responsibility imposed by law, regulation or contract with regard to the maintenance of records, or b. A ny responsibility to perform audits and account reviews customarily conducted by persons or entities whose businesses are similar to your business.

12. Responsibility for paying taxes. Any interruption in the Service will not relieve you of any obligation to pay any tax to the IRS, or any other government agency or entity owed the tax, and we will have no liability to you for your failure in such circumstances to pay any tax.

Glossary

Account means your account(s) with us used in connection with the Service.

Account Agreement means the applicable account agreement governing the Account.

Account Currency is defined in section 8 (Currency conversion) of the Master Agreement.

ACH means Automated Clearing House.

ACH Rules means the Nacha Operating Rules and any applicable local ACH rules.

Applicable Exchange Rate is defined in section 8 (Currency conversion) of the Master Agreement.

Applicable Law is defined in section 3 (Changes to service) of the Master Agreement.

Business Day means every day except Saturday, Sunday and federal holidays. When used in connection with funds transfer Services, “Business Day” means each day on we are open for business related to that Service.

CEO® portal means our Commercial Electronic Office® portal.

Concentration Account means your Account designated in the Concentration Account Services Set -up Form.

Cutoff Time means our cutoff time each Business Day we separately disclose to you for the applicable Service.

Entry is defined in the ACH Rules.

File is defined in the ACH Rules.

Foreign Currency is defined in section 8 (Currency Conversion) of the Master Agreement.

Gateway or Gateway Operator is defined in the ACH Rules.

Initiation Method is defined in section 6 (Security procedures) of the Master Agreement.

International Entry means an Entry to an account outside the United States.

Item is defined in the Account Agreement.

Log-on Credentials is defined in section 9 (CEO portal) of the Master Agreement.

Losses means liabilities, losses, damages, claims, obligations, demands, charges, costs, or expenses (including reasonable fees and disbursements of legal counsel and court fees).

Master Agreement means the Master Agreement for Treasury Management Services.

NOC or Notification of Change is defined in the ACH Rules.

ODFI (Originating Depository Financial Institution) is defined in the ACH Rules.

Originator is defined in the ACH Rules.

Payment Order means an instruction to us in your name to transfer funds from your Account (and includes any communication cancelling or amending an instruction).

RDFI (Receiving Depository Financial Institution) is defined in the ACH Rules.

Receiver is defined in the ACH Rules.

Remote Account means one or more accounts owned or controlled by you in the United States.

Representatives is defined in section 11(f) (Liability and indemnification) of the Master Agreement.

Reversal or Reversing Entry is defined in the ACH Rules.

Security Procedure is defined in the Product Enrollment Form and in section 6 (Security procedures) of the Master Agreement.

Settlement Date is defined in the ACH Rules.

Tax Transfer Deadline means a date at least one Business Day prior to the date the tax payment is due to the applicable tax authority.

Third Party Sender is defined in the ACH Rules.

DocuSign Envelope ID: 0BD77910-E7CB-48F6-A150-C8FCEF27BA92 DocuSign Envelope ID: 0BD77910-E7CB-48F6-A150-C8FCEF27BA92 DocuSign Envelope ID: 88344AA5-5208-4B94-BE72-CB721C5A4721

Check Disbursements and
Fraud Prevention Services
Service Description
Treasury Management Services

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Table of contents

03 Introduction
04 Fraud Prevention and
Related Services
04 Positive Pay
07 Reverse Positive Pay

09 Payment Authorization
09 Account Reconciliation Plan
10 Controlled Disbursement
Account
13 Specialized Disbursements
Services

13 Centralized Disbursements
Manager
19 Payable Through Draft
21 Third Party Drafts
25 Glossary

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Introduction

The services (each a “Service”) covered by this Service Description are:

Fraud Prevention and Related Services
• Positive Pay Service
• Reverse Positive Pay Service
• Payment Authorization Service
• Account Reconciliation Plan Service
• Controlled Disbursement Account Service

Specialized Disbursement Services
• Centralized Disbursements Manager Service
• Payable Through Draft Service
• Third Party Drafts Service

The Service Documentation includes:
a. The Service Description (which contains terms and conditions applicable to the Services), b. The Acceptance (which indicates your acceptance of the Service Documentation), c. The Master Agreement (which contains terms and conditions applicable to all services), d. The Account Agreement governing your account(s) that you use for the Service (“Account”), e. The Product Enrollment Form (“Set-up Form”) (which contains set-up information for the service in which you are enrolling), and
f. User Guides (which include Terms of Use, software, software licenses, price schedules, specifications, instructions, and notices).

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Fraud Prevention and Related Services:

As further described in the Account Agreement, we offer certain Services to help reduce the risk of fraud, including the Services below.

Positive Pay Service

1. Description of service. With this Service you can instruct us to pay or return counterfeit Checks, Checks otherwise not validly issued and certain altered Checks presented to us for payment on the Accounts you enroll in this Service. For purposes of this Positive Pay Service Description, “Check” refers to each check presented for payment on your Account, whether it is counterfeit, not validly issued, altered or validly issued by you. Except as otherwise provided in this Service Description, enrollment in our Account Reconciliation Plan Service is required.
a. Service summary. Each Business Day, either before or after posting the Check to your Account, based on the Service option you choose as described in section 1b below:
i. We electronically compare the serial number and numeric amount of each Check presented to us for payment before our Cutoff Time on the prior Business Day to your Check Issue Data (see section 2), ii. We will provide you with a report (“Exception Report”) of each Check that does not match your Check Issue Data (an “Exception Check”) (see section 4), iii. We review each Exception Check, and either correct or reverse and repost each Exception Check with errors that we can correct, depending on the Service option you choose as described in section 1b, iv. We will pay or return each Exception Check (see section 5), and v. We separately review each “directly-presented Check” (see section 8).

b. Service options. You may enroll an Account in one of two options of the Service:
i. Perfect Presentment® Positive Pay. We electronically compare a Check to your Check Issue Data prior to posting the Check to your Account. Each Check with error(s) that we can correct, such as an encoding error, will be corrected, so that the Exceptions Report includes only unresolved Exception Checks. This option is offered only on an Account enrolled in our Controlled Disbursement Ser vice. ii. Positive Pay and Positive Pay Only. We electronically compare a Check to your Check Issue Data after posting the Check to your Account. We then review each Exception Check, and reverse and repost each Exception Check with error(s) that we can correct, such as encoding errors, so that the Exception Report includes only unresolved Exception Checks. Enrollment in our ARP Service is not required for Positive Pay Only.

2. Check Issue Data. You will provide us with the Check Issue Data for all issued Checks, in the format, through the communications channel, and at the place we specify no later than our Cutoff Time. You will not distribute any Check before you have included the Check in the Check Issue Data you have provided to us. In performing this Service:
a. We will use only the Check Issue Data you provide to us, b. If the Check Issue Data includes a post-dated Check (a check you issue with a date in the future), we will not compare that Check against the Checks presented for payment on the Accoun t until that date, and c. We will not accept Check Issue Data for Checks with an issue date more than forty -five (45) calendar days in the future.

3. Payment of Matching Checks. For each Matching Check, we will make final payment on the Check and charge the Check to your Account (subject to section 11).

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4. Notifying you of Exception Items; providing images. When we identify an Exception Check through our electronic comparison, we notify you through the Exceptions Report. This report is available on ou r CEO portal. We will use reasonable efforts to provide an image of any Exception Check (including a Holdover Exception Check) to you, but we will have no liability if we are unable to do so before the Decision Deadline. a. Holdover Exception Checks. This subsection applies when you have enrolled your Controlled Disbursement Account in our Perfect Presentment Positive Pay Service. A “Holdover Exception Check ” is an Exception Check we identify after we prepare and transmit the Exceptions Report to you. We will use our best efforts to notify you by calling you at the number we have on file for you.

5. Decision Deadline. You will make your pay or return decision based on the information about the serial number and amount of the Exception Check in the Exceptions Report, and if you use our Payee Validation Service (see section 7), on any payee information we provide to you. a. Instructions before the Decision Deadline. If, before the Decision Deadline, you instruct us to pay or return an Exception Check, we will follow your instructions (subject to section 11). You will use the same communications channel to instruct us that we used to notify you of the Exception Check , except that if we included the Exception Check on the Exception Report we post on the CEO portal, you will use the CEO portal to communicate your instruction regarding the Exception Check to us. b. No instructions before the Decision Deadline. If you do not instruct us before the Decision Deadline regarding an Exception Check, we will process the Check in accordance with your Default Option. If we are unable to obtain your instructions prior to the Decision Deadline regarding a Holdover Exception Check described in subsection 4(a) we will process the Holdover Exception Check in accordance with your Default Option.

6. Default Options. Your “Default Option” is the action we take for each Exception Check listed in the Exceptions Report (see subsection 5) if you do not instruct us to pay or return it before the Decision Deadline (see subsection 5(b)). You may choose one of these Default Options:
a. “Return all.” We return the Exception Check to the bank of first deposit marked “refer to maker” even if you validly issued the Exception Check (and do not charge it to your Account). We recommend the “return all” Default Option because it reduces the risk of unauthorized Checks being paid on your Account (even though it may result in valid Checks being returned unpaid). b. “Pay all.” We charge the Exception Check to your Account. This Default Option presents a higher risk of unauthorized checks being paid on your Account. If you elect this Default Option, you assume full liability for any losses resulting from counterfeit, altered or Checks otherwise not validly issued as described in section 9 below.

7. Payee Validation Service.
a. Description of Payee Validation Service. When you enroll in our optional Payee Validation Service, we will do the following:
i. On each Check that is greater than the Payee Validation Threshold, we electronically compare the payee’s name on your check to your Check Issue Data. The “Payee Validation Threshold” is the dollar amount we choose above which we will perform the payee validation service. ii. If (1) there is a difference between the two names that is not within guidelines we establish, or (2) a notation or legend on the Check prevents the electronic comparison of the payee’s name, we will include the Check as an Exception Check in your Exceptions Report. iii. If you notify us you have incurred a loss as a result of an unauthorized alteration of the payee’s name, we will reimburse you for the face amount of any Check we pay under the Payee Validation Threshold except as provided below, provided that you notify us of your loss in writing within 3 years after the statement or Check is made available to you.

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NOTE: When you enroll in our optional Payee Validation Service, you are charged a per -Check fee for each Check presented on your Account during a monthly billing cycle. This fee is separately disclosed to you. The per-Check fee is assessed on each Check presented including without limitation Checks not exceeding the Payee Validation Threshold.

b. When we do not perform payee validation. We will not perform any payee validation review with respect to a Check if:
i. The Check is less than the Payee Validation Threshold, ii. The payee’s name on the Check is handwritten instead of machine- printed, iii. You fail to include the payee’s name on the Check in your Check Issue Data, iv. We do not receive your Check Issue Data for the Check before our Cutoff Time, or v. You request we add the payee’s name manually to Check Issue Data you have previously provided to us.
c. Exceptions to reimbursement. We will not reimburse you for losses resulting from an unauthorized alteration in the payee’s name if:
i. The Check with the unauthorized alteration is hand-written, or ii. We fail to identify an alteration or other discrepancy in the payee’s name because:

1. The payee name in your Check Issue Data did not exactly match the payee name on the Check, or

2. You used customized zone formatting.

8. Directly-presented checks. A “directly-presented Check” is a Check we receive for deposit or cashing at our branch or through another depository channel that may present higher risk. The ri sk is we may be required to make proceeds from a directly-presented Check available before you can review and make a timely decision on the directly-presented Check identified as an Exception Check in our Exceptions Report. When your Check Issue Data on file with us does not include a directly-presented Check, at the time we receive the Check we will:
a. Take those steps as we, in our sole discretion, determine are commercially reasonable, to review and accept the Check for deposit or cashing, or
b. Refuse to accept the Check for deposit or cashing.

We may vary these steps depending on the depository channel through which we receive a directly - presented Check. You may instruct us to exclude all directly -presented Checks from this process. In that case, each directly-presented Check will be considered a Matching Check, even if it is not included in your Check Issue Data on file with us at the time we receive it, and we will pay it without further inquiry.

9. Limitation of liability and indemnification.
a. Liability limit. We will pay each Check you have authorized us to pay as described in this Service Description (including each Matching Check) and each Check you are considered to have authorized us to pay (including each Check we pay according to your Default Option) without performing any Check verification procedure other than those procedures described with this Service D escription. We will have no liability for paying a Matching Check or an Exception Check you are considered to have approved if:
i. There is an alteration in its serial number or amount, ii. It is counterfeit, bears a forged or unauthorized signature, or iii. It was otherwise not validly issued.
b. Indemnification. Each Check that we pay according to this Service D escription will be considered properly payable, and each Check that we return as provided in this Service D escription will be considered not properly payable. Without limiting the indemnification provisions contained in the other Service Documentation, you:
i. Indemnify and hold us harmless from any and all Losses that we may suffer or incur as a result of our payment or return of a Check at your instruction or otherwise according to sections 5 or 8 of this Service Description, and
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ii. Release and forever discharge us from all claims and damages, whether known or unknown, liquidated or unliquidated, contingent, direct or indirect, which you have, or claim to have against us relating to the payment or return of any Check as provided in this Service D escription.

10. Stop payment; cancel and void instructions; stale-dated Checks. a. You will not use this Service as a substitute for our stop payment service. You will follow our standard stop payment procedures described in the applicable Account Agreement if you wish to stop payment on a Check that was validly issued. You will use:
i. A cancel instruction only to delete an outstanding Check included in your Check Issue Data, and ii. A void instruction only to notify us that a Check included in your Check Issue Data has been destroyed and will not be re-issued.
b. Using notations or legends on a Check is not an effective stop payment order or void instruction. We will not be liable for failing to follow your cancel or void instruction for any Check on which we have made final settlement.
c. If you choose to use our “stale-dated” feature, we will return each Matching Check (other than a directly presented Check) that is dated past your specified stale-date, unless you instruct us to pay the Check.

11. Our right to return checks. Nothing in this Service description will limit our right to return any Check you have authorized us to pay as part of this Service if we determine that:
a. The Check is not properly payable for any reason (without us agreeing to, or being required to, make such determination in any circumstance), or
b. There are insufficient collected and available funds in your Account to pay the Check.

You agree that our determination not to pay a Check will not constitute wrongful dishonor of that Check.

12. Survival. Sections 4, 7, 9 , 10 and 11 will survive termination of Services.

Reverse Positive Pay Service

1. Description of Service. Our Reverse Positive Pay Service is an alternative to our Positive Pay Service that we provide to select customers, including customers that issue Drafts. The Reverse Positive Pay Service is required when you enroll in the Third Party Drafts or Payable Through Drafts Services. With this Service:
a. You can detect fraudulent Checks by reviewing information we provide to you each Business Day about Checks that have posted to your Account from the prior Business Day (“Paid Items Report”) (see section 2),
b. You can request we edit Checks that have posted incorrectly to your Account, c. I f you have elected our Teller Match Service, we may perform a positive pay verification of certain directly-presented Checks (see section 3) as we determine in our sole discretion from time to time, and d. You can instruct us to return unauthorized Checks.

For purposes of this Reverse Positive Pay Service Description, a “Check” is a check, Draft or other paper instrument purportedly issued on your Account, whether it is counterfeit, not validly issued, altered or validly issued by you.

2. Paid Items Report. Each Business Day, we will provide you with the Paid Items Report through our CEO portal or by other methods you may elect. Each Business Day, you will compare the Paid Item Report to your Check Issue Data and before the Decision Deadline, notify us through the CEO portal of any edit requests or return instructions for those Checks described on the Paid Items Report for that Business Day. You will include in your notification the serial number and amount of each Check you wish to edit and the reason for returning each Check you wish to return.

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3. Teller match service.
a. You may separately elect to have us perform a positive pay verification on certain directly-presented Checks, in which case the provisions in section 8 (Directly-presented Checks) of the Positive Pay Service Description are incorporated here by reference and shall apply and govern. If you enroll in this Service option, you will provide the Check Issue Data for each Check to us before you issue the Check. b. With respect to a directly-presented Check, we will have no liability to you for not performing:
i. A ny positive pay verification, if we do not receive and have a reasonable amount of time to act on your Check Issue Data for the Check before we receive the directly-presented Check, or ii. P ayee validation, if you fail to include the payee’s name in your Check Issue Data for the directly- presented Check.

4. Your failure to give us timely instructions. If we do not receive your edit requests and/or return instructions by the Decision Deadline on any Business Day, we will pay each Check described in the Paid Items Report for that Business Day, unless you have already instructed us by effective stop payment order to return that Check unpaid.

5. Checks to be paid; liability limit and indemnification. a. We will pay each Check you are deemed to have authorized us to pay in accordance with this Service Description without performing any further review of such Check. We will have no responsibility whatsoever for paying such a Check even if its serial number or amount is altered, it is counterfeit, bears forged or unauthorized signature, or is not validly issued. You waive and release us from and agree to protect us against any Losses resulting from a claim that such a Check was not properly payable. b. We will have no liability if you instruct us to return a Check (including without limitation a Check that is counterfeit, not validly issued or altered) but your instruction does not reach us in a time and manner affording us a reasonable opportunity to return the Check before we pay, accept, certify, cash or otherwise become obligated to pay the Check as provided in the Uniform Commercial Code. c. You will promptly reimburse us for any loss we incur when we make the proceeds from a Check available in accordance with Reg CC prior to our receipt of your instructions regarding the Check.

6. Edit requests and return instructions.
a. Edit requests. We reserve the right to deny any of your edit requests based on our evaluation of the edit request. We will not accept edit requests with respect to any Checks that you attempt to communicate to us by any means other than the CEO
portal.
b. Return instructions. We reserve the right to decline your return instruction based on our evaluation of the return instruction. If your reason for returning a Check is fraud, your return instruction alone will not constitute a claim for a fraudulent transaction. You must file a separate claim with us relating to the fraudulent transaction.

7. Stop payment and our right to return Checks. Sections 10a and b (Stop payment and void instructions) and 11 (Our right to return Checks) of the Positive Pay Service Description are incorporated here by reference and shall apply and govern.

8. Survival. Sections 3, 5, 6 and 7 will survive termination of Services.

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Payment Authorization Service

NOTE: If you have the ability to write checks on your Account, we recommend that you use the Positive Pay Services to prevent check fraud. You understand that the Payment Authorization Service does not provide the same level of protection as the Positive Pay Services. If you decide not to implement the Positive Pay Services, or you do not properly use it, you assume the risk of loss for unauthorized checks.

1. Description of service. With this Service you can set limits on paper Items that may be drawn on your Accounts based on the options you choose. You may also prevent any paper checks being paid on your Accounts by choosing to set the applicable limit to zero.

2. Available options.

Option
(on Product Enrollment Form) Action we will take
Maximum Check Amount Authorized
We will automatically return unpaid Items drawn against the Account which are presented to us but exceed the "Maximum Check Amount Authorized" you provide us with. These Items are marked “Refer to Maker.”
Maximum Check Cashing Amount
We will refuse to cash checks drawn against the Account and presented to us through our branch network, if they exceed the "Maximum Check Cashing Amount” you specify.

Maximum over the Counter Withdrawal
Amount
We will refuse withdrawal requests against the Account which are presented to us through our branch network, if they exceed the "Maximum over the Counter Withdrawal Amount" you
specify.

Checks to Individuals
We will refuse to cash checks drawn against the Account which are presented to us through our branch network, and which are made payable to an individual.

Account Reconciliation Plan (ARP) Service

1. Description of Service. With our ARP Service, you can receive automated reporting to help you reconcile your Accounts. With this Service you can:
a. Receive Account information reporting, based on the Service options you select, b. S tore information about Items you issue on your Accounts, and c. P rocess the information in accordance with the Service options that you elect in the Set-up Form. Our User Guide for the Service details the Service options.

2. Issued check information. If you elect our full ARP Service, each Business Day prior to the Cutoff Time, you will provide us with the Issued Check Information using the communication channel(s) you elect. For purposes of this Service Description, “Issued Check Information” is the issue date, serial number and dollar amount of each Item (as defined in the applicable Account Agreement) that you issue on your Account. If you elect our Deposit Location Reporting Service, you will provide us with a list of your location numbers and names and may amend the list from time to time by notifying us in writing.

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3. Stop payment orders. If you use the ARP Service to place a stop payment order on any Item, you understand that:
a. The Account Agreement governs the stop payment order, b. E ach stop payment order is subject to our verification that the Item described in the stop payment order has not been paid, and
c. T his verification may occur a minimum of ninety (90) minutes after the time you transmit the stop payment order to us.

Controlled Disbursement Account Service

1. Description of Service; required Accounts. The Controlled Disbursement Account (“CDA”) Service is available to select customers that qualify based on their credit and other considerations. With the CDA Service, you will establish and maintain:
a. O ne or more demand deposit accounts with us (each, a “Funding Account”), b. O ne or more checking accounts with us linked to a Funding Account (each, a “Disbursement Account”), and
c. T he information reporting service specified by us (“Information Reporting Service”).

Each Funding Account and Disbursement Account and the Information Reporting Service will be ident ified in the Set-up Form for this Service. You will enroll each Disbursement Account in our Positive Pay Service. You will use each Disbursement Account solely to issue Checks, Drafts and electronic debits (each, a “Debit”) in accordance with this Service Description. You will not issue any Debits on any Disbursement Account until we notify you that such Disbursement Account is operational.

2. Determination of Total Net Presentment. Each Business Day by the Cutoff Time, we will make the Total Net Presentment for each Disbursement Account available to you through the Information Reporting Service.

The “Total Net Presentment” consists of the total dollar amount of:
a. Debits that have posted in the first and, if applicable, second presentment on that Business Day , and b. Adjustments to the Disbursement Account reported on our CD Summary report, including without limitation Debits posted after the last presentment on the prior Business Day (these Debits are referred to collectively as the “Prior Day Funding Adjustments”).

If the Total Net Presentment is not available to you through the Information Reporting Service by the Cutoff Time, we will have no liability, and you will estimate the Total Net Presentment.

3. Your obligation to deposit funds in Funding Account. a. Each Business Day before the Cutoff Time, you will deposit good and collected funds in your Funding Account so that the balance in the Funding Account, as determined in accordance with the Account Agreement, is sufficient to cover either:
i. T he Total Net Presentment or your estimate of the Total Net Presentment, and ii. T he total of any Debits that have been memo posted to your Disbursement Account before the Cutoff Time on the current Business Day as set forth in the intra-day composite report we make available to you.

b. If you fail to transfer funds as required in subsection 3(a) above or if such transfer was based on your estimate of the Total Net Presentment and such estimated amount was less than the actual Total Net Presentment, we may, at our sole option:

i. A dvance to the Funding Account(s) sufficient funds to pay the Debits presented for payment on the Disbursement Account and transfer such funds to the Disbursement Account , or ii. R eturn Debits, in any order, unpaid (even though we may have previously established a pattern of paying such Debits).

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4. Transfer of funds to Disbursement Account. Each Business Day, we will:
a. T ransfer from the Funding Account to the Disbursement Account the amount necessary to cover the Total Net Presentment as shown on the CD Summary Report for that Business Day , and b. A dvance funds to the Disbursement Account in the amount sufficient to cover Debits that posted to Disbursement Account after the last presentment on that Business Day (and the amount advanced by us will be reported on the CD Summary Report for the next Business Day as the Prior Day Funding Adjustments).

5. Our obligation to pay debits. We will have no obligation to pay any Debit if the balance of good and collected funds in the Disbursement Account on which the Debit is drawn is not sufficient to cover the Debit at the time we make our payment decision.

6. Your agreement to repay our advances to Disbursement Account. You will unconditionally pay us on demand without setoff or counterclaim in good and collected funds the full amount of any advance we make pursuant to sections 3 and 4 plus our fees and costs incurred in connection with such advance.

7. Security interest. As security for the Obligations, you pledge to us, and grant us a lien on and a security interest in, the following property and all proceeds thereof (collectively, the “Collateral”) as security for the prompt satisfaction of the Obligations:
a. Each Funding Account, each Disbursement Account, and all of your other accounts with us and our affiliates, and
b. A ny of your property now or at any time delivered, conveyed, transferred, assigned, pledged or paid to us in any manner whatsoever.

Our receipt at any time of any kind of security, including cash, will not be a waiver of any of our rights or powers under any agreement between us. Upon our request, you will sign and deliver to us, any security, control or other agreements and documents as we determine are necessary or desirable (in our sole opinion) to grant us or perfect our security interest in the Collateral. At the time any Obligation becomes due and payable, we may apply or dispose of any and all Collateral, received or to be received, at any time or place, for any price and upon terms and conditions as we determine. We may apply the amounts on deposit or net proceeds of the sale or other disposition (together with any sums credited by or due from us to you), to the payment of the Obligations, all without prejudice to our rights with respect to any portion of the Obligations which remain unpaid. You expressly waive any right to require us to make any presentment or demand, or give any notices of any kind, including, but not limited to, any notice of nonpayment or nonperformance, protest, notice of protest, notice of dishonor, notice of intent to accelerate or notice of acceleration. If we are required by Applicable Law to give you reasonable notice before the sale or other disposition of Collateral, that requirement is met if notice is given at least 5 calendar days before the date any sale, application or other disposition will be made. Our rights and remedies under any agreements between us or instruments signed by you in our favor are in addition to, and not exclusive of, any other rights or remedies we have under Applicable Law.

8. Fraud prevention. Enrollment in one of our Positive Pay Services is required for enrollment in this Service.

You acknowledge there is a growing risk of losses resulting from unauthorized Items. You recognize that Controlled Disbursement Service customers are especially susceptible to losses from unauthorized checks.

You are aware that we offer an additional service known as ”Payee Validation,” which is an effective means of controlling risk from counterfeit checks, altered checks and certain other types of fraudulent checks. We have advised you that if you do not enroll in and properly use our Payee Validation Service, we will be unable to prevent losses from counterfeit, altered and certain other types of fraudulent checks and you will be treated as having assumed the risk of these losses.

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9. Liability and indemnification. In addition to the liability and indemnification provisions in the Master Agreement, we will not be liable for any Losses paid, suffered or incurred by you, and you will indemnify us from and hold us harmless against any Losses that we suffer or incur, arising directly or indirectly and relating to:
a. Your performance or failure to perform your obligations in accordance with this Service Description, b. Us acting on any information you provide us in any Service Documentation or otherwise, c. If we return any Check unpaid because you have not deposited good and collected funds in the Funding Account related to the Disbursement Account on which a Debit is drawn sufficient to cover the Total Net Presentment,
d. Our dishonor and return of any Debit unpaid if you issue the Debit before we notify you the Disbursement Account on which it was drawn is operational, e. Our nonpayment of a Debit, unless the nonpayment results directly and proximately from our gross negligence or willful misconduct,
f. If any Debit fails which has not been tested and approved by us to satisfy our check specifications, our late return of that Debit and any presentment-related problem resulting from the failure of that Debit, g. Except as otherwise provided in the Positive Pay, Reverse Positive Pay, ARP, Payable-Through Draft or Third-Party Draft Service Descriptions, if we provide you with one or more of these Services, our payment of any Check or Draft for which there is an alteration in serial number or amount, is counterfeit, bears a forged or unauthorized signature, or is otherwise not validly issued , or h. The exercise of our rights or the performance of our obligations in accordance with this Service Description or the Positive Pay, Reverse Positive Pay, ARP, Payable-Through Draft or Third-Party Draft Service Descriptions, if we provide you with one or more of these Services.

10. Termination. In addition to our right to terminate this Service under the Master Agreement, we may terminate this Service and close the Funding Account and Disbursement Account immediately upon sending you written or oral notice (confirmed in writing) of such action if:
a. You fail at any time to fund the Funding Account as required in this Service Description , b. A lawsuit or other proceeding is commenced by any federal or state agency alleging, or we receive an opinion of counsel, that this Service or any material term or condition of this Service Description violates any law or regulation, or
c. You default in your obligations under the other Service Documentation or under any other agreement or instrument signed by you in our favor including without limitation any loan agreement or promissory note.

Upon termination of this Service, you will, in accordance with our instructions, stop issuing Debits on the Disbursement Accounts, and we will close the Disbursement Accounts and stop processing Debits. You will continue to be liable for all Debits issued on the Disbursement Account s prior to termination and for all Debits we are obligated to pay.

11. Survival. Sections 2 and 5 – 9 will survive the termination of this Service.

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Specialized Disbursements Services

Centralized Disbursements Manager Service

1. Your relationship to clients. You have represented to us that you function as claims administrator, property manager, or accounts payable administrator with respect to your clients (each individually a “Client” and collectively, “Clients”), who may be (i) insurance companies or business organizations maintaining a program of self-insurance, (ii) owners of commercial real property, or (iii) other business organizations with a need for administrative services related to accounts payable and other disbursements. The services you provide to your Clients may include (without limitation) evaluation, resolution, and/or payment of claims or other types of accounts payable on behalf of your Clients, facilitating the funding of payments related to claims or other accounts payable, and reconciliation and reporting with regard to the payment process.

2. Centralized Disbursements Manager (“CDM”) desktop. You will interact with our electronic system for operating the Service through our “CDM Desktop” function, which you will access through the applicable treasury management services internet portal maintained by us.

3. Account structure. To facilitate your disbursement and payment funding activities on behalf of your Clients, you will establish and maintain with us, in your name and taxpayer identification number: (i) a zero -balance controlled disbursement account against which all checks you issue on behalf of your Clients will be drawn (“Disbursement Account”), (ii) a master account linked to the Disbursement Account for the purpose of funding payment of items presented against the Disbursement Account (“Master Funding Account”), (iii) at your option, one or more accounts linked to the Master Funding Account and associated with an individ ual Client for the purpose of funding disbursements for the benefit of such Client (each an “Individual Client Funding Account”), (iv) an account against which exception items that you instruct us to pay are to be temporarily posted (“Default Account”), and (v) one or more accounts to serve as recovery, refund or adjustment-related transactional accounts; alternative funding sources for payment of checks when the appropriate Individual Client Funding Account lacks adequate funds; or for electronic payment s ettlement (each, a “Recovery Account”).

4. Accounts for the benefit of individual clients. At your option, you may open one or more Individual Client Funding Accounts in your name, each for the benefit of an individual Client, in a way that permits the Client’s taxpayer identification number to be associated with the Account for tax reporting or other purposes. This type of Individual Client Funding Account is referred to herein as a “Beneficial Owner Account”, and may be used for the broader purposes of receiving, holding, managing and/or disbursing Client funds. Beneficial Owner Accounts must be non-interest-bearing. For each Beneficial Owner Account that you open, you represent and warrant to us that you have valid and proper authorization from the applicable Client to open the Account for the benefit of such Client, and to receive, hold, manage and/or disburse funds in such Account. In no event will any Client be considered a party to, or a third party beneficiary of, this Service Description or the Master Agreement.

5. Client profiles. For each Client for which you make disbursements, you will establish and maintain through the CDM Desktop an electronic client profile (each a “Client Profile”). As part of each Client Profile, you will assign the applicable Client a unique alpha/numeric identifier (a “Client ID”) no more than ten characters in length. We will electronically associate each Client ID with an Individual Client Funding Account to facilitate funding of disbursements from the proper funding source.

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6. Client set-up forms. For each Individual Client Funding Account you open under the Service (including each Beneficial Owner Account), you will, prior to opening the Account, deliver to us a form (each a “Client Set -up Form”) in a format approved by us, containing information about the Client for whose benefit Company is opening the Account, including, without limitation, the Client’s name, physical address (including zip code, and country, if other than the United States), taxpayer identification number, and business type. If we determine at any time that we do not have a Client Set-up Form for a particular Account, you will upon our request promptly cause such a form to be prepared and forwarded to us.

7. Delivery of W-9 or W-8 forms. For each Individual Client Funding Account you open under the Service, you will, prior to opening the Account, deliver to us an original Internal Revenue Service Form W -9, “Request for Taxpayer Identification Number and Certification” (each a “W -9 Form”) or Form W-8BEN, “Certificate of Foreign Status of Beneficial Owner for United States Tax Withholding” or other appropriate W -8 series form (each a “W-8 Form”), properly completed and executed by (i) the Client for whose benefit you are opening the Account, or (ii) if the Client lacks legal capacity to execute the W -9 Form or W-8 Form, by an individual whom the appropriate taxing authority and applicable law recognizes as being authorized to execute a W -9 Form or W-8 Form on the Client’s behalf (an “Authorized Representative”). You represent and warrant that each W-9 Form or W-8 Form which you deliver to us in relation to an Account has been duly and lawfully executed by the Client for whose benefit the Account is opened or an Authorized Representative of such Client. If we determine at any time that we do not have a W -9 Form or W-8 Form for a particular Client, you will upon our request promptly cause such a form to be prepared and forwarded to us.

8. Disbursements by check; use of Positive Pay. All checks you issue in payment of claims or other obligations on behalf of your Clients (“CDM Checks”) must be drawn on the Disbursement Account, which will be a controlled disbursement account governed by our standard Controlled Disbursement Service Descript ion.

You may not draw checks, or authorize the drawing or presentment of checks, drafts or other instruments against any of the Accounts other than the Disbursement Account or the Recovery Accounts. You must at all times use our Positive Pay Service in connection with the Disbursement Account. Your use of our Positive Pay Service will be governed by our Positive Pay Service Description and other documentation in effect from time to time with respect to that Service.

9. CDM check issuance; Issue Files. You must identify and describe each CDM Check you issue in an electronic issue file (each an “Issue File”), which you must transmit to us in connection with the CDM’s Check issuance.

You must create and transmit each Issue File to us in compliance with our published standards for creation and transmission of issue files for use with the Service. You must include in each entry for a CDM Check listed in a particular Issue File (each an “Issue Record”) the appropriate Client ID for the Client on whose behalf you issued the CDM Check. You agree that you will not mail, transmit, send, deliver or otherwise issue or distribute any CDM Check until you have properly transmitted to us an Issue File containing the corresponding Issue Record for that check. We will compile the information in each Issue File and incorporate that information in our cumulative CDM data base of issued and outstanding CDM Checks (the “Issue File Data Base”).

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10. Presentment and payment of CDM checks. Upon presentment of a check against the Disbursement Account, we will, as part of our Positive Pay Service, compare certain data fields on such item with certain information in the Issue File Data Base. If we identify the item as a CDM Check that matches a corresponding Issue Record in the Issue File Data Base (a “Matching Check”), we will ascertain the Client ID accompanying the Issue Record. To the extent that the Individual Client Funding Account associated with the Client ID contains sufficient collected and available funds to pay all Matching Checks presented on the same Business Day which are associated with the same Client ID, we will pay all such Matching Checks. We will cause the applicable Individual Client Funding Account to be debited, with the resulting credit made to the Master Funding Account. To the extent that the Individual Client Funding Account associated with the Client ID does not contain sufficient collected and available funds to pay all Matching Checks associated with such Client ID which are presented on the same Business Day, we may, in our sole discretion (i) return all such Matching Checks unpaid, unless specific alternative funding arrangements have been made between you and us in advance, or (ii) pay such Matching Checks and cause the applicable Individual Client Funding Account to be overdrawn in the amount of the shortfall. Any overdraft on an Individual Client Funding Account is immediately due and payable from you to us.

11. Default Account. If, after comparison with the Issue File Data Base, a presented item cannot be associated with an Issue Record, but you nevertheless instructs us to pay the item, we will cause the item to be posted to the Default Account. For each item posted to the Default Account that causes the Default Account to become overdrawn, you will promptly provide us with instructions via CDM Desktop or in the form of an Issue Record incorporated in an Issue File, to repost the item to an Individual Client Funding Account.

12. Minimum balance requirement for Recovery Accounts. You must at all times maintain in one or more Recovery Accounts an aggregate balance of collected and available funds which equals or exceeds the aggregate amount of negative balances, if any, maintained in Individual Client Funding Accounts and the Default Account. Any positive balances maintained in any Individual Client Funding Accounts and/or the Default Account are expressly excluded from this calculation. We may return unpaid any CDM Checks presented for payment against the Disbursement Account during any period in which you fail to maintain the balance requirement set forth in this section 12. We may at any time, in our sole discretion, set off some or all of the balances in the Recovery Accounts against any negative balances in any Individual Client Funding Accounts or the Default Account.

13. Funding basis. Each Issue File, as it pertains to each Client on whose behalf you issue CDM Checks, will be funded on either an “Issue Funding” basis or a “Presentment Funding” basis. You must identify the funding basis for each Client as part of the Client Profile for such Client. Once the funding basis for a particular Client has been established, you agree that it will not be changed without our written consent. a. Issue Funding Basis. If you are funding the Issue File for a particular Client on an Issue Funding basis, then the funding of the corresponding Individual Client Funding Account is determined with reference to our receipt of each Issue File from you that pertains to the Client. b. Presentment Funding Basis. If you are funding the Issue File for a particular Client on a Presentment Funding basis, then the funding of the corresponding Individual Client Funding Account is determined with reference to presentment against the Disbursement Acco unt of items related to the Client.

14. Funding method. You will fund each Individual Client Funding Account by using one of the funding methods set forth in this section 14. The process of funding by any of these funding methods will be governed by the Master Agreement, this Service Description and other Service Documentation. YOU WILL NOT, AT ANY

TIME OR UNDER ANY CIRCUMSTANCES, FUND OR PERMIT FUNDING OF ANY INDIVIDUAL CLIENT

FUNDING ACCOUNT, IN WHOLE OR IN PART, BY MEANS OF A CASH DEPOSIT OR A DEPOSIT MADE BY A THIRD PARTY. Each Client Debit account must be owned by your Client. As used in this section 14, the term “Funding Day” has the meaning given to it in section 15.

DocuSign Envelope ID: 0BD77910-E7CB-48F6-A150-C8FCEF27BA92 DocuSign Envelope ID: 0BD77910-E7CB-48F6-A150-C8FCEF27BA92 DocuSign Envelope ID: 88344AA5-5208-4B94-BE72-CB721C5A4721

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a. ACH Debit Entries. You may use ACH debit entries to debit the account of the corresponding Client with us or at another financial institution (“Debit Account”). If you use this funding method, then prior to sending an Issue File for a particular Client, you will ensure that the corresponding Client Profile contains adequate information about that Client’s Debit Account to enable us to generate an ACH debit entry from the Debit Account. Provided that we have adequate information about the Debit Account, we will transmit an ACH debit entry file to the designated receiving depos itory financial institution through the applicable clearing house channel on the same day that (i) we receive an Issue File for a particular Client, if you are using an Issue Funding Basis for the Client, or (ii) one or more items related to the Client are presented against the Disbursement Account, if you are using a Presentment Funding Basis for the Client. However, if that day is not a Funding Day, then the debit entry file will be created and transmitted on the next Funding Day. You authorize us to create and transmit each such debit entry file, and represent and warrant to us that each debit entry created using information you provide to us in a Client Profile and/or an Issue File is properly authorized by the owner of the account to be debited. Funds in the amount of an ACH debit entry must be received in the applicable Individual Client Funding Account on the Business Day following our transmission of the file containing such ACH debit entry. b. ACH credit entries. You may use ACH credit entries to transfer funds to an Individual Client Funding Account from an account of the applicable Client with us or another financial institution. Provided that we have adequate address information about the Client on whose behalf the Individual Client Funding Account is maintained, we will transmit an automatic ACH credit entry funding notice, by e- mail and/or fax at your option, to you and the Client on the same day that (i) we receive an Issue File for the Client, if you are using an Issue Funding Basis for the Client, or (ii) one or more items related to the Client are presented against the Disbursement Account, if you are using a Presentment Funding Basis for the Client. However, if that day is not a Funding Day, then the funding notice will be transmitted on the next Funding Day. Funds in the amount specified in a funding notice must be received in the applicable Individual Client Funding Account on the Business Day following our transmission of the funding notice. c. Wire credit transfers. You may use wire credit transfers to transfer of funds to an Individual Client Funding Account from an account of the applicable Client with us or another financial institution.

Provided that we have adequate address information about the Client on whose behalf the Ind ividual Client Funding Account is maintained, Bank will transmit an automatic wire credit transfer funding notice, by e-mail and/or fax at your option, to Company and the Client on the same day that (i) we receive an Issue File for the Client, if you are using an Issue Funding Basis for the Client, or (ii) one or more items related to the Client are presented against the Disbursement Account, if you are using a Presentment Funding Basis for the Client. However, if that day is not a Funding Day, then the fun ding notice will be transmitted on the next Funding Day. Funds in the amount specified in a funding notice must be received in the applicable Individual Client Funding Account on the same day we transmit the funding notice.
d. Drawdown wires. You may use drawdown wires to debit the Debit Account. If you use this funding method, prior to sending an Issue File for a particular Client, you will ensure that the corresponding Client Profile contains adequate information about that Client’s Debit Account to enable us to generate a drawdown wire from the Debit Account. Provided that we have adequate information about the Debit Account, we will cause a drawdown wire to be automatically initiated and transmitted to the designated depository financial institution through the applicable channel on the same day that (i) we receive an Issue File for a particular Client, if you are using an Issue Funding Basis for the Client, or (ii) one or more items related to the Client are presented against the Disbursement Accou nt, if you are using a Presentment Funding Basis for the Client. However, if such day is not a Funding Day, then the drawdown wire will be initiated on the next Funding Day. You authorize us to create and transmit each drawdown wire, and represent and warrant to us that each drawdown wire created using information you provide to us in a Client Profile and/or an Issue File is properly authorized by the owner of the account to be debited. Funds in the amount of the drawdown wire must be received in the app licable Individual Client Funding Account on the same day we initiate the drawdown wire.

DocuSign Envelope ID: 0BD77910-E7CB-48F6-A150-C8FCEF27BA92 DocuSign Envelope ID: 0BD77910-E7CB-48F6-A150-C8FCEF27BA92 DocuSign Envelope ID: 88344AA5-5208-4B94-BE72-CB721C5A4721

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e. Internal book transfers. You may use internal book transfers to debit the Debit Account, so long as the Debit Account is maintained with us. If you use this funding method, then prior to sending an Issue File for a particular Client, you will ensure that the corresponding Client Profile contains adequate information about such Client’s Debit Account to enable us to generate an internal book transfer from the Debit Account. Provided that we have adequate information about the Debit Account, we will cause an internal book transfer to be initiated from the Debit Account on the same day that (i) we receive an Issue File for a particular Client, if you are using an Issue Funding Basis for the Client, or (ii) one or more items related to the Client are presented against the Disbursement Account, if Company is using a Presentment Funding Basis for the Client. However, that if that day is not a Funding Day, then the internal book transfer will be initiated on the next Funding Day. You authorize us to initiate and execute each such internal book transfer, and represent and warrant to us that each internal book transfer initiated using information you provide to us in a Client Profile and/or an Issue File is properly authorized by the owner of the account to be debited. Funds in the amount of the internal book transfer must be received in the applicable Individual Client Funding Account on the same day we initiate the inter nal book transfer.

15. Funding Frequency. You will fund each Individual Client Funding Account according to one of the funding frequency options set forth in this section 15. Each day on which funding is to occur under a particular funding frequency option is hereinafter referred to as a “Funding Day.” a. Daily funding. Under the “Daily Funding Frequency Option”, funding will occ ur (i) each day that we receive an Issue File for a particular Client, if you are using an Issue Funding Basis for the Client, or (ii) each day on which one or more items related to the Client are presented against the Disbursement Account, if you are using a Presentment Funding Basis for the Client. b. Weekly funding. Under the “Weekly Funding Frequency Option”, funding w ill occur once a week, on the same day of the week as you select.
c. Monthly funding. Under the “Monthly Funding Frequency Option”, funding will occur one day each month, on either (i) the same numeric day of the month, or (ii) the first or last day of the month, as you select.
d. Semi-monthly selected date funding. Under the “Semi-Monthly Funding Frequency Option”, funding will occur twice each month, on the same two numeric days, as selected by you. e. P.A.L. funding. The “P.A.L. Funding Frequency Option” is only available for accounts you are funding on an Issue Funding Basis. Under this option, funding will occur each time an aggregate dollar amount of items accumulates within one or more Issue Files, with a dollar limit you specify. f. Threshold funding. The “Threshold Funding Frequency Option” is only available for accounts you are funding on a Presentment Funding Basis. Under this option, funding will occur each time an aggregate dollar amount of items is presented for payment in relation to a particular Client, with a dollar limit you specify.

16. Supplemental funding days. You may, at your option, establish one or more additional Funding Days that supplement the funding frequency options chosen for a particular Client under section 15 above. Each additional funding day may be designated as either a “Clean-up Date” or “End-of-Contract Date”, depending on the purpose of the supplemental funding. Funding on each supplemental Funding Day will take place according to the Funding Basis and Funding Method previously selected for the applicable Client.

17. Right of setoff. In the event that any negative balance is maintained in an Individual Client Funding Account or the Default Account, whether created by action of you or us, we may at any time, and without prior notice to you, set off the amount of such negative balance against funds on deposit in any Recovery Account or any other deposit account you maintain with us; provided, however, that we may not set off against any other Individual Client Funding Account.

DocuSign Envelope ID: 0BD77910-E7CB-48F6-A150-C8FCEF27BA92 DocuSign Envelope ID: 0BD77910-E7CB-48F6-A150-C8FCEF27BA92 DocuSign Envelope ID: 88344AA5-5208-4B94-BE72-CB721C5A4721

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18. Security interest in Recovery Accounts. As security for the Obligations, you grant us a security interest in and lien on the Recovery Accounts, and all amounts from time to time on deposit in, or withdrawable from, the Recovery Accounts (the “Collateral”). Our receipt at any time of any kind of security, including cash, will not be a waiver of any of our rights or powers under any agreement between us. Upon our request, you will sign and deliver to us, any security, control or other agreements and documents as we determine are necessary or desirable (in our sole opinion) to grant us or perfect our security interest in the Collateral. At the time any Obligation becomes due and payable, we may apply or dispose of any and all Collateral, received or to be received, at any time or place, for any price and upon terms and conditions as we determine. We may apply the amounts on deposit or net proceeds of the sale or other disposition (together with any sums credited by or due from us to you), to the payment of the Obligations, all without prejudice to our rights with respect to any portion of the Obligations which remain unpaid. You expressly waive any right to require us to make any presentment or demand, or give any notices of any kind, including, but not limited to, any notice of nonpayment or nonperformance, protest, notice of protest, notice of dishonor, notice of intent to accelerate or notice of acceleration. If we are required by Applicable Law to give you reasonable notice before the sale or other disposition of Collateral, that requirement is met if notice is given at least 5 calendar days before the date any sale, application or other disposition will be made. Our rights and remedies under any agreements between us or instruments signed by you in our favor are in addition to, and not exclusive of, any other rights or remedies we have under Applicable Law.

19. Account closure or debit block. We reserve the right to either close or place a debit block on any Individual Client Funding Account which, in our sole judgment, is subject to repeated overdrafts or overdrafts of an excessive amount, or in the event that the Client associated with such Account is subject to a bankruptcy proceeding or makes a general assignment for the benefit of creditors.

20. Business Associate Agreement. If you are an organization that performs any function or activity involving the use, transmission, or disclosure of individually identifiable health information, you and we must enter into a Business Associate Agreement (addressing certain requirements of Subtitle F of the Health Insurance Portability and Accountability Act of 1996 and its implementing regulations) in form and substance satisfactory to us.

21. Compliance with Applicable Laws. You represent, warrant, and covenant to us that you will at all times comply with all Applicable Laws governing the receipt, holding, management and/or disbursement of funds in any Beneficial Owner Account.

22. Indemnification. You agree to indemnify, defend, and hold us harmless from and against any and all Losses which we suffer or incur as a result of or in connection with (i) your failure to have proper authorization to act on behalf of any Client, (ii) any Client Set-up Form or related information you provide to us which is incomplete or erroneous, and (iii) your failure to comply with Applicable Laws governing the receipt, holding, management and/or disbursement of funds for the benefit of Clients.

23. Ownership dispute. In the event that any Client asserts ownership rights to an Account held for the benefit of such Client, or any of the funds therein, then absent the mutual written consent of both you and the Client to dispose of the Account and related funds, we reserve the right, in its sole discretion, to suspend all activity on that Account and to interplead the funds into court.

DocuSign Envelope ID: 0BD77910-E7CB-48F6-A150-C8FCEF27BA92 DocuSign Envelope ID: 0BD77910-E7CB-48F6-A150-C8FCEF27BA92 DocuSign Envelope ID: 88344AA5-5208-4B94-BE72-CB721C5A4721

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24. Termination. Unless terminated sooner in accordance with the terms of the Master Agreement or this Service Description, this Service Description and the Service will continue in effect until terminated by either party upon ninety (90) days prior written notice to the other party. We may terminate the Service following notice to you (i) if you breach any material provision of the Master Agreement or this Service Description and fail to cure the breach within fifteen (15) days after we give notice of the breach, or (ii) notwithstanding the foregoing, if you fail at any time to maintain the minimum balance in the Recovery Accounts required under section 12 of this Service Description. Termination of the Service will not affect your or our rights with respect to transactions which occurred before termination.

25. Survival. Sections 4, 10, 12, 14, 17- 19, 22- 24 will survive termination of the Services.

Payable Through Draft Service

1. Description of Service. With this Service, we provide you with information about payable- through Drafts that are purportedly drawn on you and received by us so that you can determine if you will pay, edit or dishonor each Draft.

2. Requirements for Draft stock. You will ensure each Draft contains:
a. The legend “PAYABLE THROUGH WELLS FARGO BANK, N.A.”; and b. Our routing number on the MICR line of the Draft. You will also comply with all other requirements we communicate to you. You will not issue any Draft until we notify you that your Draft stock meets our specifications.

3. Electronic presentment. Each Business Day, we will present to you each Draft we receive before the C utoff Time. We will electronically present you with a report or transmission (“Activity Report”) containing the serial number and amount of each Draft available to you through your chosen information reporting service.

No physical delivery of a Draft or of a substitute check or a purported substitut e check in lieu of a Draft will occur.

4. Images of Drafts; identifying Unauthorized Drafts. We will make an electronic image of each Draft available to you through our CEO
® portal. If for any reason we cannot make an electronic image of a Draft available to you, you remain solely responsible for determining whether a Draft described in each Activity Report is an Unauthorized Draft.

5. Funding. You will maintain immediately available funds in your Account sufficient to cover the full amount of Drafts you issue. We have no obligation to honor any Draft if you do not have immediately available funds in your Account sufficient to cover the full amount of the Draft. If an arbitrator or a court determines a Draft has been paid under circumstances that we incur any liablility for the Draft under Applicable Law or any agreement having the force of law, you will pay us on demand for the amount of the Draft.

6. Decisioning. You must notify us of any presented Draft that is to be edited (section 8 [Edits to Drafts]) or dishonored (section 9 [Drafts to be dishonored]) by the Cutoff Time on the next Business Day following the Business Day on which we made the Activity Report available to you (“Decision Deadline”) . You will notify us through our CEO portal as set forth in the Reverse Positive Pay Service Description or, in the case of dishonor instructions only, through a means acceptable to us. If we do not receive your edit requests or dishonor instructions by the applicable Decision Deadline, you will be deemed to have instructed us to pay each Draft described in the Activity Report(s) for that Business Day, and you will be obligated to pay the amount of each Draft..

DocuSign Envelope ID: 0BD77910-E7CB-48F6-A150-C8FCEF27BA92 DocuSign Envelope ID: 0BD77910-E7CB-48F6-A150-C8FCEF27BA92 DocuSign Envelope ID: 88344AA5-5208-4B94-BE72-CB721C5A4721

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7. Provisional payment of Drafts. Any payment or other settlement for a Draft, except a Draft cas hed in accordance with section 10, will be provisional and subject to revocation by:
a. You, if you direct us to dishonor a Draft before the applicable Decision Deadline, or b. Us at any time before midnight of the day we presented the Draft to you.

8. Edits to Drafts. You may request edits of the serial number and/or amount of any Draft described on the Activity Report(s) for any current Business Day. You will notify us of each edit request by means acceptable to us. We may deny your edit request based on our evaluation.

9. Drafts to be dishonored.
a. General. We are subject to requirements regarding the return of Drafts under Applicable Law , including the requirement to provide notice of a dishonored Drafts. We may be liable for the amount of the Draft and other damages if we do not meet these requirements. You are solely responsible for dishonoring any Draft including any Unauthorized Draft. If you decide to dishonor any Draft we present to you, you will notify us prior to the Decision Deadline in accordance with the Reverse Positive Pay Service Description. b. Reimbursement obligation; revocation instructions. You will promptly reimburse us for any Losses we suffer or incur as a result of our dishonor of a Draft in accordance with your notice to u s. Any payment or other settlement of a Draft will be provisional and can be revoked by:
i. You, if you direct us to dishonor a Draft before the Decision Deadline, and ii. Us, at any time before midnight of the first Business Day after the day we presented the Draft to you.

To be effective, we must receive your revocation instruction in a time and manner that gives us a reasonable opportunity to act on it before the payee deposits, cashes or otherwise negotiates the Draft.

c. Fraud. If your reason for dishonoring a Draft is fraud, your return instruction alone will not constitute a claim for a fraudulent transaction. You must file a separate claim with us relating to the fraudulent transaction.

10. Draft Cashing. We offer a Draft Cashing Service (see our User Guide for more information). If you enroll in this Service, you waive any rights to dishonor or issue an edit request with respect to any Draft we cash at our teller line.

11. Liability and Indemnification.
a. Indemnification. You will indemnify, defend, and hold us, and our Representatives harmless from and against all Losses arising out of or relating to:
i. (1) our failure to identify an Unauthorized Draft, (2) our refusal to cash a Draft, (3) our failure to meet any requirement to which section 9 (Drafts to be dishonored) of this Service Description refers, (4) our payment of an Unauthorized Draft, or (5) our exercise of our rights, or our performance of our obligations, in accordance with this Service Description, ii. A breach of either the Image Quality Warranty or the No Double Debit Warranty (as defined below), iii. Our obligation to indemnify and reimburse a depository bank that accepts the original paper check from which an electronic check is created, if the loss is due to the check having already been paid, and iv. If we transfer or present an “electronically-created item” and receive settlement or other consideration for it, our obligation to indemnify and reimburse each transferee bank, any subsequent collecting bank, the paying bank, and any subsequent returning bank against Losses that result from the fact that:

1. The electronic image or electronic information of the electronically -created item is not derived from a paper check,

2. The person on whose account the electronically-created item is drawn did not authorize the issuance of the electronically-created item or to the payee stated on the item, and DocuSign Envelope ID: 0BD77910-E7CB-48F6-A150-C8FCEF27BA92 DocuSign Envelope ID: 0BD77910-E7CB-48F6-A150-C8FCEF27BA92 DocuSign Envelope ID: 88344AA5-5208-4B94-BE72-CB721C5A4721

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3. A person receives a transfer, presentment, or return of, or otherwise is charged for an electronically-created item in such a way that the person is asked to make payment based on an item or check it has paid.

“Electronically-created item” means an electronic image that has all the attributes of an electronic check or electronic returned check but was created electronically and not derived from a paper check . “Image Quality Warranty” means our guarantee that the electronic image of the check accurately represents all of the information on the front of the check as of the time the original check is truncated, and the electronic information includes an accurate record of all MICR line information required for a substitute check and the amount of the check. “No Double Debit Warranty” means our guarantee that the warrantee will not receive a presentment of or otherwise be charged for an electronic check, an electronic returned check, the original check, a substitute check, or a paper or electronic representation of a paper substitute check, in a way that the warrantee will be asked to make payment on a check that it has already paid.

When we transfer an electronic check for collection or payment, we make the Image Quality Warranty and the No Double Debit Warranty to the transferee bank, any subsequent collecting bank, the paying bank, and the drawer. When we transfer an electronic retur ned check for return, we make the Image Quality Warranty and the No Double Debit Warranty to the transferee returning bank, the depository bank, and the owner. For purposes of this section 11.a, the term “check” and “electronically created item” includes a Draft.

b. Unauthorized Draft. With respect to each Draft, we:
i. Will be deemed to be a collecting bank and not a drawee bank, and ii. Disclaim all liability applicable to a payor bank under the Transfer and Presentment Warranties in Articles 3 and 4 of the UCC.

In the event any Draft paid by you is subsequently determined to be an Unauthorized Draft, we will take any action reasonably requested by you to enforce against prior parties (including prior collecting banks, endorsers and other holders) whatever rights you may have against those prior parties, but we will not be liable to you with respect to the Unauthorized Draft and will not be obligated to take any action with respect to the Unauthorized Draft unless you first indemnify us for all costs, expenses and liabilities, including reasonable attorneys’ fees and legal expenses, which we may incur as a result of such action.

c. Delayed Return. You are responsible to any party that incurs a loss in connection with a Draft, if:
i. The loss is due to a delay in the return of the Draft, and ii. The delay is caused, in whole or in part, by any presentment-related problem resulting from:

1. The failure of any Draft to meet our draft specifications (section 2), or

2. Material appearing on the back of the Draft when it was issued by you including without limitation carbon blanks, blacked-out areas and printed or written text or numbers.

12. Survival. Sections 3, 4, 6, 9, 10, and 11 of this Service Description will survive termination of the Service.

Third Party Drafts Service

1. Description of Service. You provide draft stock to your customers (each, a “third party”) that issue third party drafts. With this Service, we will provide you with a controlled disbursement service for third party drafts. You will establish and maintain:
a. One or more demand deposit accounts with us (each, a “Funding Account”), and b. One or more demand deposit accounts with us (each, a “Disbursement Account”), each of which is linked to a Funding Account and assigned to one of our controlled disbursement end points (each, an “End Point”).

DocuSign Envelope ID: 0BD77910-E7CB-48F6-A150-C8FCEF27BA92 DocuSign Envelope ID: 0BD77910-E7CB-48F6-A150-C8FCEF27BA92 DocuSign Envelope ID: 88344AA5-5208-4B94-BE72-CB721C5A4721

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2. Requirements for Draft stock. You will ensure each Draft contains:
a. The legend “PAYABLE THROUGH WFB, N.A.”; and
b. Our routing number on the MICR line of the Draft. You will also comp ly with all other requirements we communicate to you. You will not provide Draft stock to any third party until we notify you that your Draft stock meets our specifications.

3. Electronic presentment. Each Business Day, we will present to you each Draft we receive before the Cutoff Time. We will electronically present you with a report or transmission (“Activity Report”) containing the serial number and amount of each Draft available to you through your chosen information reporting service.

No physical delivery of a Draft or of a substitute check or a purported substitute check in lieu of a Draft will occur.

4. Images of Drafts; identifying Unauthorized Drafts. We will make an electronic image of each Draft available to you through our CEO® portal. If for any reason we cannot make an electronic image of a Draft available to you, you remain solely responsible for determining whether a Draft described in each Activity Report is an Unauthorized Draft.

6. Decisioning. You must notify us of any presented Draft that is to be edited (section 8) or dishonored (section 9) by the Cutoff Time on the next Business Day following the Business Day on which we made the Activity Report available to you (“Decision Deadline”). You will notify us through our CEO portal as set forth in the Reverse Positive Pay Service Description or, in the case of dishonor instructions only, through a means acceptable to us. If we do not receive your edit requests or dishonor instructions by the applicable Decision Deadline, you will be deemed to have instructed us to pay each Draft described in the Activity Report(s) for that Business Day, and you will be obligated to pay the amount of each Draft that is not timely returned by us.

7. Provisional payment of Drafts. Any payment or other settlement for a Draft, except a Draft cashed in accordance with section 10 [Draft cashing], will be provisional and subject to revocation by:
a. You, if you direct us to dishonor a Draft before the applicable Decision Deadline, or b. Us at any time before midnight of the day we presented the Draft to you.

DocuSign Envelope ID: 0BD77910-E7CB-48F6-A150-C8FCEF27BA92 DocuSign Envelope ID: 0BD77910-E7CB-48F6-A150-C8FCEF27BA92 DocuSign Envelope ID: 88344AA5-5208-4B94-BE72-CB721C5A4721

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b. Reimbursement obligation; revocation instructions. You will promptly reimburse us for any Losses we suffer or incur as a result of our dishonor of a Draft in accordance with your notice to us. Any payment or other settlement of a Draft will be provisional and can be revoked by:
i. You, if you direct us to dishonor a Draft before the Decision Deadline, and ii. Us at any time before midnight of the first Business Day after the day we presented the Draft to you.

c. Fraud. If your reason for dishonoring a Draft is fraud, your return instruction alone will not consitute a claim for a fraudulent transaction. You must file a separate claim with us relating to the fraudlent transaction.

10. Draft cashing. We, or an affiliate, will not cash any Draft presented for encashment at our teller line, except at our own discretion.

11. Liability and indemnification.
a. Indemnification. You will indemnify, defend, and hold us, and our Representatives harmless from and against all Losses arising out of or relating to:
i. (1) our failure to identify an Unauthorized Draft, (2) our refusal to cash a Draft, (3) our failure to meet any requirement to which section 9 (Drafts to be dishonored) of this Service Description refers, (4) our payment of an Unauthorized Draft, or (5) our exercise of our rights, or our performance of our obligations, in accordance with this Service Description, ii. A breach of either the Image Quality Warranty or the No Double De bit Warranty (as defined below), iii. Our obligation to indemnify and reimburse a depository bank that accepts the original paper check from which an electronic check is created, if the loss is due to the check having already been paid, and iv. If we transfer or present an “electronically-created item” and receive settlement or other consideration for it, our obligation to indemnify and reimburse each transferee bank, any subsequent collecting bank, the paying bank, and any subsequent returning bank against Losses that result from the fact that:

1. The electronic image or electronic information of the electronically -created item is not derived from a paper check,

2. The person on whose account the electronically-created item is drawn did not authorize the issuance of the electronically-created item or to the payee stated on the item, and

“Electronically-created item” means an electronic image that has all the attributes of an electronic check or electronic returned check but was created electronically and not derived from a paper check . “Image Quality Warranty” means our guarantee that the electronic image of the check accurately represents all of the information on the front of the check as of the time the original check is truncated, and the electronic information includes an accurate record of all MICR line information required for a substitute check and the amount of the check. “No Double Debit Warranty” means our guarantee that the warrantee will not receive a presentment of or otherwise be charged for an electronic check , an electronic returned check, the original check, a substitute check, or a paper or electronic representation of a paper substitute check, in a way that the warrantee will be asked to make payment on a check that it has already paid.

When we transfer an electronic check for collection or payment, we make the Image Quality Warranty and the No Double Debit Warranty to the transferee bank, any subsequent collecting bank, the paying DocuSign Envelope ID: 0BD77910-E7CB-48F6-A150-C8FCEF27BA92 DocuSign Envelope ID: 0BD77910-E7CB-48F6-A150-C8FCEF27BA92 DocuSign Envelope ID: 88344AA5-5208-4B94-BE72-CB721C5A4721

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Palo Alto City CouncilApril 7, 2025

Palo Alto City Council
April 7, 2025