Roseville City Council
March 15, 2023

III. TERMS APPLICABLE TO ALL INTERNET-BASED SERVICES

1. Introduction. Bank offers a number of Services over the Internet. If requested by Customer and agreed to by Bank, Bank will grant Custom er access to one or more of Bank's Internet Services in the manner established by Bank. Customer agrees that its use of Services f rom time to time offered by Bank via the Internet (collectively, the “Internet Services”) shall be governed by:
(i) this Section and all other relevant sections of this Agreement, including, without limitation, sections governing the specific Services that are offered online;
(ii) the other agreements, laws and regulations described in Section I.2 of this Agreement; and
(iii) the applicable Terms of Use, as defined in Section III.2 below.

2. Terms of Use. Bank may post terms or rules of use ( “Terms of Use”) governing Customer’s use of the Internet Services on Bank's w ebsite( s ) for accessing such Services. Such Terms of Use shall supplement and amend the terms set forth in this Section. In the event of a conflict betw een the Terms of Use and the rules set forth in this Agreement, the Terms of Use shall govern. Customer’s initial use of an Internet Service shall constitute an acceptance of the Terms of Use posted on the website. Bank may change the Terms of Use for any Internet Service at any time by posting notice of such change via an alert or message on a broadcast or message page of the w ebsite (“Broadcast Message”). All changes shal l have an effective date. Customer’s use of the Internet Service after the effective date of any such change shall constitute an acceptance of the revised Terms of Use by Customer. Customer is responsible for establishing an internal procedure for reviewing the Broadcast Mes s age page on a regular basis to obtain timely notice of changes to the Term s of Use. In the event that a specific Internet Service does not have Broadc as t Message capability, Customer will be notified of any changes in accordance with Section II.25 hereof. Neither Bank nor Customer will contest the validity, enforceability, or admissibility of hard copy printouts of the Terms of Use for any website or notices of changes to such Terms of Use provided in accordance with this S ection. Copies of such Term s of Use or notices, if introduced as evidence in tangible form in any judicial or administrative proceeding, will be admissible to the same extent and under the same conditions as other business records originated and maintai ned in documentary form.

3. Security Procedures. Customer agrees to use the Internet Servi c es in accordance with the s ecurity procedures established by Bank. Bank reserves the right to reject any transaction or Service request that i s not made in accordance with such procedures. Customer shall at all times use a Web browser that supports the level of encryption used by Bank as part of its security procedures. Due to emerging technologies and ens ui ng changes in security practices, Bank reserves the right to supplement or change its security procedures from time to time upon reasonable noti c e to Customer. Customer acknow ledges and agrees that, notwithstandi ng anything to the contrary set forth in the Agreement, in matters of security , reasonable notice may be less than a day’s notice or even, in some cas es , notice after the fact. Customer is solely responsible for maintaining a secure work environment to ensure against the use of Internet Servi c es by unauthorized individuals or unauthorized automated access . Secur ity procedures to be followed by Customer include, without limitation, informing Authorized Users that any passwords should not be shared , securing physical access to the terminals used for Internet Services w hen an Authorized User has logged in to an application or system and, if applicable, identifying secure methods for controlling authoriz ed automated access to an application or system .

4. System Administrator. Customer shall designate one or more Sys tem Administrator(s). The System Administrator shall be responsible for setting up Internet Services and for establishing internal security procedures related t o such Internet Services, which may be made available through applications or systems offered by Bank, including, without limitation, accepting delivery of software, system -wide configuration of Bank accounts, appointing Authorized Users, establis hi ng authority levels, authorization requirements and payment limits , and distributing and resetting IDs, passwords and other internal security devices related to the Internet Services. Customer represents and warrants to Bank that any actions taken by the System Administrator i n relation to the Internet Services including, without limitation, the appointment of Authorized Users and the access , automation and privileges granted to such Authorized Users, are duly authorized by Customer.

5. Other Customer Responsibilities.
a. Equipment and Software. Customer is responsible for obtaining (from Bank, in some instances) , installing and maintaining the computer and communications equipment (including, without limitation, personal computers and modems), software, Web browsers, Internet acces s and communications services necessary to access and use the Internet Services in accordance with this Agreement.
b. Use of Internet Services. Customer shall use its access to Internet Services and w ebsites operated by or on behalf of Bank only to conduc t its business through or with Bank and agrees to limit access to thos e Agents who require access to Internet Services.
c. Antivirus Protection. Customer agrees to run antivirus software befor e transmitting data to or through any website. Customer may use any commercially available, industry recognized antivirus software of the ty pe that detects and disinfects viruses automatically, without the need for the Customer to execute virus scanning for each file manually. Customer shal l update its antivirus software on a regular basis and in no event less often than once every week.
d. Anti-malware Protection. Bank may offer complimentary anti -malwar e software for use with certain Services that is designed to detect, deter or destroy different types of malware. Failure to install anti-malware softw ar e offered by Bank could substantially increase the likelihood of fraud and other losses. If Customer fails to install software offered by Bank , Customer agrees that, except with respect to losses caused by Bank’ s own lack of good faith or failure to exercise ordinary care, it will be precluded from asserting claims against Bank for any losses caus ed by malware which such software would have detected, deterred or destroy ed.

Bank will not be required to re- credit Customer’s account or otherwis e have any liability for such losses.
e. Network Security. Customer agrees to install and utilize current industry-standard network security for its information technology system s that access Services via the Internet . Network security protecti on includes, but is not limited to, firewalls and i ntrusion detection system s .

For certain Services, Bank may require Customer maintain specifi c network security protection in order to access the Services.

6. Disclaimer of Warranties. BANK PROVIDES ALL INTERNET SERVICES ON AN “AS IS,” “AS AVAILABLE” BASIS AND MAKES NO

REPRESENTATIONS OR WARRANTIES OF ANY KIND WITH

RESPECT TO THE INTERNET SERVICES OR THE CONTENT OR
SECURITY OF ANY WEBSITE. BANK DISCLAIMS ALL SUCH

REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS,

IMPLIED OR STATUTORY, INCLUDING, WITHOUT LI MITATION, ALL

WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A
PARTICULAR PURPOSE. WITHOUT LIMITING THE FOREGOING,

BANK DOES NOT WARRANT THAT THE OPERATION OF ANY
WEBSITE WILL BE UNINTERRUPTED OR ERROR- FREE.

CUSTOMER IS RESPONSIBLE FOR TAKING APPROPRIATE

PRECAUTIONS AGAINST DAMAGE TO ITS OPERATIONS WHICH

COULD BE CAUSED BY INTERRUPTIONS OR MALFUNCTIONS OF
ANY WEBSITE AND ASSUMES THE RISK OF SUCH OCCURRENCES.

IV. TERMS APPLICABLE TO SPECIFIC GLOBAL TREASURY

MANAGEMENT SERVICES
The following are additional term s and conditions applicable to specifi c Treasury Management Services offered by Bank. Bank may change the number or type of Services offered at any time. Customer shall not be bound by the terms and conditions for the specific Services descri bed i n Sections IV, V and VI of this Agreement to the extent Customer is not us i ng such Service(s).

A-1. EBILL SERVICE
eBill allows Customer’s customers ("Payers") to make conveni ent payments to Customer through multiple channels, including, but not limi ted to, the Internet, an Interactive Voice Response (IVR) system, tex t message, chatbots or other forms of social media, or virtual assistants . In addition, Customer may distribute electronic invoices, bills or statem ents to Payers who can pay such invoices, bills or statements via multipl e payment channels accessible through the eBill Service.

1. Internet.
a. “Customer Payment Site” means the interactive Internet payment s i te hosted by U.S. Bank National Association or its third- party vendor (collectively “Bank”) where Payers may make payments to Customer ov er the Internet. Bank will configure, implement, host and support the Customer Payment Site. If Customer provides the content for the Customer Payment Site, Customer agrees to indemnify and hold Bank harmless for any content that violates applicable law or payment networ k rules. Upon request Bank will provide draft terms and conditions for Customer to provide to its customers on Customer Payment Site. Suc h terms and conditions are provided as is, without any representations or warranties. Customer shall be solely responsible for determining the suitability of such terms and conditions for Customer’s use, as well as the final form and content of any terms and conditions it elects to post (if any) . b. Customer License. Bank shall have the right and license to use or sublicense Customer’s name, trademarks, service marks, copyrights and logos and other textual information in connection with the Customer Payment Site solely for the purposes contemplated herein. c. “Administrative Payment Center Website” means the interactive Inter net site hosted by Bank where Customer may access reports, initiate payments on behalf of Payers, or initiate refunds. Bank will configur e, implement, host and support the Administrative Payment Center Webs i te.

Customer shall be solely responsible for setting up Authorized Users, access entitlements and internal controls within the Administrativ e Payment Center Website.
d. Links. If applicable, Customer shall provide and maintain a secure li nk on its website to the Customer Payment Site. Customer shall be responsible for ensuring that the link to the Customer Payment Site tak es Payer to the appropriate area within the Customer Payment Site.

Customer shall be responsible for providing the agreed- upon data concerning Payer in a manner that meets Bank’s encryption or securi ty methods during the exchange. Customer and Bank agree to use industry- standard security procedures and technology to ensure the security of the Customer’s website and the Customer Payment Site and to prevent data theft or unauthorized access.
e. Payer Authentication. Depending on the applicable payment processing channel, Customer shall be responsible for verifying the identity of each Payer prior to the time Payer is linked to the Customer Payment Site. Customer agrees that Payers shall not be granted acc es s to the Customer Payment Site link until Customer has verified the identi ty of each Payer using a commercially reasonable fraud detection sys tem.

For every Payer that accesses the Customer Payment System, Bank relies on Customer to have completed such verification.

2. Compliance with laws and regulations. Customer agrees to compl y with all applicable laws, rules and regulations, including wi thout limitati on, those issued by: (i) the National Automated Clearing House Associati on; (ii) the Real-Time Payments (RTP) System Operating Rules; (iii) the Zell e Network Participation Rules; (iv) any governmental entity, includi ng (without limitation) th e requirements contained in the Electronic Fund Transfer Act (including without limitation Section 1005.10, Preauthori z ed Drafts), the Americans with Disabilities Act, the Health Insuranc e Portability and Accountability Act, Regulation E, the Electronic Signatur es in Global and National Commerce Act, the Controlling the Assault of Non- Solicited Pornography And Marketing (CAN-SPAM) Act, and the Telephone Consumer Protection Act; and (vi) any other entity or association that issues or sponsors a payment devic e, including (without limitation) the requirements of the Payment Card Industry (PCI) Data Security Standard and any credit card association, including Visa and Mastercard. Customer further agrees to comply with all payment networ k regulations for ATM debit networks.

3. Payer Authentication / Authorization. For each payment channel , Bank shall authenticate a Payer's identity in the manner specified by Customer, and agreed to by Bank, in the Implementation Documents .

Customer acknowledges and agrees that the authentication of the Payer ' s identity in such manner shall constitute a commercially reasonable fr aud detection system and Bank shall have no liability for all payments so authenticated. Bank is not responsible for errors made by Payer or Customer and may rely on the information submitted or communicated by Payer or Customer. Customer agrees to defend, indemnify and hold Bank harmless from any claims related to Customer’s or Payer’s submission of inaccurate or incorrect information.

4. Payment Processing. Payments shall be processed in the manner mutually agreed to between Bank and Customer, which may include AC H debit entries, debit cards, credit cards or other payment processi ng methods. Customer shall at all times be considered the originator of Payer’s payment. For ACH WEB debit transactions, upon Customer ’ s request and if agreed to by Bank, Bank will validate receiving account and account status information by use of a commercially reasonable fraud detection system selected by Bank for the firs t use of new account information or of a change to existing account information. By reques ti ng that Bank perform such validation, Customer consents to Bank disclos i ng any information necessary to perform such validation to Bank’s third-p arty vendor. Depending on the applicable payment processing channel , payment processing may also be subject to the terms of any other agreement between Bank and Customer and between Customer and the payment transaction processor supported by Bank. Payments may be initiated through a number of channels including, but not limited to, the Customer Payment Site, IVR system text message, chatbots or other forms of social media, or virtual assistants. Bank will notify Custom er of the payments that were initiated either through the Administrative Pay m ent Center Website or by delivering a file in the manner set forth in the Implementation Documents. Customer acknowledges that all payments are subject to adjustment, return, reversal and/or chargeback in accordance with the rules governing the applicable payment proces s i ng channel. Customer agrees to be liable to Bank for any such adjustment, return, reversal or chargeback.

5. Recurring Payments. The eBill Service provides Customer with the ability to offer Payers the option of making fixed or variable recurring payments. If permitted by applicable regulations, Payers have the abili ty to initiate a payment that recurs on a fixed schedule selected by the Pay er .

Payers must be enrolled in eBill in order to initiate variable recurring payments.

6. Fees. In addition to Bank’s standard fees, Customer agrees to pay additional fees and expenses for implementation of the eBill Service or other additional Services, if any, as may from time to time be disclosed to Customer by Bank. Customer also agrees to pay the applicable fees and expenses charged by the payment transaction processor supported by Bank, as set forth in Customer’s agreement with such processor.

7. Convenience Fee, Service Fee and Surcharge
a. If permitted by applicable regulations, the eBill Service offers flexibl e fee or surcharge options that allow Customer or Bank to define and collec t fees or surcharge to be charged to Payers in connection with the pay m ent transaction. Payers are provided with the opportunity to stop the pay m ent process if they do not wish to pay the fee.
b. If Customer desires to collect fees, Customer shall be responsibl e for ensuring that fee and surcharge assessments comply with the relevant laws, rules and regulations .
c. If agreed to by Bank and Customer, Bank may collect and retai n the fees. In such case, Customer agrees that Bank may, in its sole discreti on, set, adjust, manage and collect the fees as a means to wholly or partiall y

offset Bank fees that may otherw ise have been incurred by Customer .

Bank’s willingness to collect fees shall be based on Customer’s projected payment volume, average ticket, type of transactions, or other considerations such as changes to interchange fees and assessments .

Bank may, in its sole discretion, establish or modify payment caps for sums paid by Payers. If the actual payment volume, average ticket, payment types or other considerations fail to meet Customer’s stated projections or do not completely offset Bank fees, Customer agrees that Bank may, in its sole discretion, require Customer to wholly or partiall y reimburse Bank for any resulting shortfall in Bank fees.

8. Transaction Controls. Customer agrees to notify Bank of any mater i al change or anticipated material change in daily dollar activity or type of transaction processing and obtain Bank’s consent to such change. Bank may, in its sole discretion, immediately upon written notice to Custom er , place a maximum dollar limit on the eBill transactions or require Custom er to provide reasonable security for Bank’s continued handling of suc h transactions.

9. Payer Communications. Customer agrees to obtain all consents necessary from Payers for Bank to process the Payers’ data and communicate with Payers (e.g., confirmation Short Message Servic e ("SMS") or email) in the course of performing the eBill Service.

10. Customer Records. This Agreement and the performance of the eBi l l Service by Bank shall not relieve Customer of any obligation imposed by law, clearinghouse rules, pay ment card industry rules, or by contrac t regarding the maintenance of records, or from employing adequate audi t, accounting and review practices as are customarily followed by similar businesses. In addition, Customer shall retain and provide to Bank , upon request, all information necessary to remake or reconstruct any transmission, file or entry for thirty (30) days following receipt by Bank of the deposit, file, entry, transmission or other order.

11. Bill Presentment and Distribution Service. If selected by Customer and agreed to by Bank, Customer may distribute invoices, statements , confirmations, regulatory notices, or other electronic communications to Payers via the eBill Distribution Service. Customer represents and warrants that it will not use or include any reference to untruncated credi t card, social security, or bank account numbers, or Personal Health Information (as defined in the Health Insurance Portability and Accountability Act of 1996) in any electronic communications exchanged through the eBill Distribution Service. Customer shall indemnify and hol d Bank harmless from and against any and all claims, demands, damages , losses, liabilities, penalties and expenses (including, without limitation, reasonable attorney fees and court costs at trial or on appeal) arising directly or indirectly from Customer’s breach of the representation or warranty contained in this paragraph. Customer acknowledges and agrees that all electronic communications exchanged through the eBil l Distribution Service may be received, processed, managed, and archi v ed by third parties unaffiliated with Bank. Bank makes no representation or warranty, and assumes no responsibility, with respect to any actions or inactions of any unaffiliated third party in connection with Customer’s us e of the eBill Distribution Service.

12. Third-Party Vendor. Customer agrees that Bank may, at its sol e discretion and at any time without notice to Customer, engage a third-p arty vendor to provide the eBill Service, or portions thereof, to Customer, or to support Bank in its provision of the eBill Service to Customer. Customer acknowledges that Bank’s third- party vendor may perform certai n functions offshore. Customer authorizes Bank to disclose to any third- party vendor information concer ning Customer to the extent requir ed to deliver the eBill Service.

13. Card Updater Service. Bank, or Bank’s third- party vendor , participates in card updater programs offered by card issuers which enabl e Bank to update card information for Payers with expired or expiring car ds .

If selected by Customer and agreed to by Bank, Bank will provide Customer with updated card information for Payers when such informati on is available. Customer must be approved by card issuers, or by Bank in accordance with card issuer guidelines, prior to use. Such information wi l l only be available for Payers who have elected recurring payments or for which another legitimate business need exists. Bank is not responsi bl e for the accuracy or completeness of any information provi ded by the car d issuers.

A-2. E-PAYMENT SERVICE
Customer may select the E -Payment Service that would allow its customers ("Payers") to make convenient payments to Customer thr ough the Internet, an Integrated Voice Response (IVR) system or a 'live' call center. In addition, Customer may distribute electronic invoices, bills or statements to Payers who can pay such invoices, bills or statements v i a multiple payment channels accessible through the E-Payment Servic e.

Customer agrees that this Service shal l be governed by this Section and all other relevant sections of this Agreement. E-Payment Service i s no longer available for new customers.

1. Internet.
a. “Customer Payment Site” means the interactive Internet payment s i te hosted by Bank where Payers may make payments to Customer over the Internet. Bank will configure, implement, host and support the Custom er Payment Site. If Customer provides the content for the Customer Payment Site, Customer agrees to indemnify and hold Bank harmless for any content that violates applicable law or payment network rules. b. Customer License. Bank shall have the right and license to use or sublicense Customer’s name, trademarks, service marks, copyrights and logos and other textual information in connection with the Customer Payment Site solely for the purposes contemplated herein. c. “Administrative Website” means the interactive Internet site hos ted by Bank where Customer may access reports, initiate payments on behal f of Payers, or initiate refunds. Bank will configure, implement, host and support the Administrative Website. Customer shall be solely responsi bl e for setting up Authorized Users, access entitlements and internal contr ol s within the Administrative Website.
d. Links. Customer shall provide and maintain a secure link on its webs i te to the Customer Payment Site. Customer shall be responsible for ensuring that the link to the Customer Payment Site takes Payer to the appropriate area within the Customer Payment Site. Customer shal l be responsible for providing the agreed- upon data concerning Payer in a manner that meets Bank’s encryption or security methods during the exchange. Customer and Bank agree to use industry -standard secur i ty procedures and technology to ensure the security of the Cust omer’s website and the Customer Payment Site and to prevent data theft or unauthorized access.
e. Payer Authentication. Depending on the applicable payment processing channel, Customer shall be responsible for verifying the identity of each Payer prior to the time Payer is linked to the Customer Payment Site. Customer agrees that Payers shall not be granted acc es s to the Customer Payment Site link until Customer has verified the identi ty of each Payer using a commercially reasonable fraud detection system .

For every Payer that accesses the Customer Payment System, Bank m ay rely on Customer to have completed such verification.

2. Compliance with laws and regulations. Customer agrees to compl y with all applicable laws, rules and regulations, including wit hout limitati on, those issued by: (i) the National Automated Clearing House Associati on; (ii) any governmental entity, including (without limitation) the requirem ents contained in the Electronic Fund Transfer Act, Regulation E, and the Electronic Signatures in Global and National Commerce Act; (iii) the American with Disabilities Act; and (iv) any other entity or association that issues or sponsors a payment device, including (without limitation) the requirements of the Payment Card Industry (PCI) Data Security Standar d and any credit card association, including Visa and Mastercard. Customer further agrees to comply with all payment network regulations for ATM debit networks.

3. Interactive Voice Response (IVR). To make an automated paym ent via a touch- tone phone, Payers may access the IVR system by call i ng a toll-free number provided by Bank or Customer. Customer shall hav e previously submitted Payer registration data ("registration data") to Bank.

In order to make a payment via the IVR system, Payers are required to input information that matches their user information submitted in the registration data. Unless otherwise agreed to in writing by Bank, the IVR system will no longer be available after October 31, 2022.

4. Call Center. If this option was selected by Customer, Payers may m ak e a payment by phone by calling a 24-hour call center and speaking to 'liv e' Bank personnel. Bank shall authenticate a Payer's identity in the manner specified by Customer, and agreed to by Bank, in the Implementati on Documents . Customer acknowledges and agrees that the authenticati on of the Payer's identity in such manner shall constitute a commercially reasonable fraud detection system and Bank shall have no liability for al l payments so authenticated.

5. Payer Authorization. If payment is made via the Internet, Payer wil l be prompted to authorize the payment and print a confirmation once Pay er has reviewed the payment data and input the information necessar y to complete the payment. If payment is made via the IVR or call center, the confirmation number will be read to Payer. Bank is not responsible for the detection of errors made by Payer or Customer and may rely on the information submitted or communicated by Payer or Customer.

6. Payment Processing. Payments shall be processed in the manner mutually agreed to between Bank and Customer, which may include AC H debit entries, debit cards, credit cards or other payment processi ng methods. Customer shall at all times be considered the originator of Payer’s payment. For ACH WEB debit transactions, upon Customer ’ s request and if agreed to by Bank, Bank will validate receiving account and account status information by use of a commercially reasonable fraud detection system selected by Bank for the first use of new account information or of a change to existing account information. By reques ti ng that Bank perform such validation, Customer consents to Bank disclos i ng any information necessary to perform such validation to Bank’s third-p arty vendor. Depending on the applicable payment processing channel , payment processing may also be subject to the terms of any other agreement between Bank and Customer and between Customer and the payment transaction processor supported by Bank. Payments may be initiated through the Customer Payment Site, IVR system or Administrati v e Terminal. Bank will notify Customer of the payments that were initi ated either through the Administrative Terminal or by delivering a file in the manner set forth in the Implementation Documents . Customer acknowledges that all payments are subject to adjustment, return, rever s al and/or chargeback in accordance with the rules governing the applicabl e payment processing channel. Customer agrees to be liable to Bank for any such adjustment, return, reversal or chargeback.

7. Recurring Payments. The E-Payment Service provides Customer w i th the ability to offer Payers the option of making fixed or variable recurring payments. If permitted by applicable regulations, Payers have the abili ty to initiate a payment that recurs semi -weekly, weekly, semi -monthly , monthly or quarterly. Payers must be pre- registered in order to initiate variable recurring payments.

8. Fees. In addition to Bank’s standard fees, Customer agrees to pay additional fees and expenses for implementation of the E -Payment Service or other additional S ervices, if any, as may from time to tim e be disclosed to Customer by Bank. Customer also agrees to pay the applicable fees and expenses charged by the payment transacti on processor supported by Bank, as set forth in Customer’s agreement with such processor.

9. Convenience Fee.
a. If permitted by applicable regulations, the E -Payment Service offer s a flexible convenience fee option that allows Customer or Bank to defi ne and collect a convenience fee to be charged to Payers in connection with the payment transaction. Payers are provided with the opportunity to stop the payment process if they do not wish to pay the convenience fee . b. If Customer desires to collect the convenience fee, Customer shall be responsible for ensuring that convenience fee assessments comply wi th the relevant laws, rules and regulations.
c. If agreed to by Bank and Customer, Bank may collect and retai n th e convenience fee. Customer agrees that Bank may, in its sole discretion, set, adjust, manage and collect the convenience fee as a means to whol l y or partially offset Bank fees that may otherwise have been incurred by Customer. Bank’s willingness to coll ect the convenience fee shall be based on Customer’s projected payment volume, average ticket, ty pe of transactions, or other considerations such as changes to interchange fees and assessments. Bank may, in its sole discretion, establish or modify payment caps for sums paid by Payers. If the actual payment volum e, average ticket or other considerations fail to meet Customer’s stated projections or do not completely offset Bank fees, Customer agrees that Bank may, in its sole discretion, require Customer t o wholly or partiall y reimburse Bank for any resulting shortfall in Bank fees.

10. Transaction Controls. Customer agrees to notify Bank of any material change or anticipated material change in daily dollar activity or type of transaction processing and obtain Bank’s consent to such change.

Bank may, in its sole discretion, immediately upon written notice to Customer, place a maximum dollar limit on the E-Payment transactions or require Customer to provide reasonable security for Bank’s continued handling of such transactions.

11. Payer Communications. Customer agrees to obtain all consents necessary from Payers for Bank to process the Payers’ data and communicate with Payers (e.g., confirmation Short Message Servic e ("SMS") or email) in the course of performing the E -Payment Servic e. It is Customer’s responsibility to ensure that its use of the E -Payment Service complies with end- user communication laws such as the Telephone Consumer Protection Act ("TCPA") and Controlling the Assault of Non-Solicited Pornography And Marketing ("CAN-SPAM") Act.

12. Transition to eBill Services. E-Payment Services are in the process of being phased out by Bank. Customer agrees to work in good-faith with Bank to complete the transition of Customer from E- Payment Services to eBill Services (Section IV.A -1) in accordan ce with the schedule agreed upon by Bank and Customer, but in any case by the final termination date (tentatively scheduled for December 31, 2022) as may later be established by Bank.

B. INFORMATION REPORTING AND TRANSACTION SERVICES
Information reporting and transaction Services may be provided by Bank to Customer through SinglePoint ®, Global Trade or other applications or systems as may be introduced by Bank ("System(s)"). The System may also be used by Customer to automate many of the Services offer ed by Bank and also may provide access to other Bank systems that initiate transactions. Customer agrees that such use of the System shall be governed by this Section and all other relevant sections of this Agreement.

1. Introduction. If requested by Customer and agreed to by Bank, Bank will grant access to Bank’s System(s) in the manner agreed to by Bank .

Customer agrees to be bound by any terms of use and license agreem ents associated with these Systems.

2. Information Reporting. Bank is authorized to store, process, trans m i t and make available through Bank’s agencies and Systems and thr ough third-party data processing providers (“Providers”) information regardi ng accounts designated by Customer. Bank or Providers will transmit to Customer information regarding its account(s) and/or other financial data through the System on a periodic basis. Customer may elect to recei v e data through one or more delivery mechanis ms, including, without limitation, the Internet , Application Programming Interface (API), facsimi l e, CD-ROM or secure email or other data transmission options suppor ted by Bank. Section II.12 shall apply in the event Customer elects to recei v e facsimile reports via an Electronic Transmission. Balance and related information for Customer’s account(s) held at other financial instituti ons may be made available by these financial i nstitutions or Providers that input information into Bank's System. Bank will use reasonable car e i n submitting data into the System but assumes no responsibility for the accuracy or timeliness of the account information and other financial data supplied by other financial institutions or Providers. Bank will make ever y reasonable effort to deliver information by the mutually agreed upon ti m e but does not guarantee a specific delivery time. Accordingly, Bank’ s responsibility to Customer with respect to the delivery of information shal l be to deliver such work as close to the agreed time as may be reasonabl y practicable.

3. Transaction Services. Customer may use SinglePoint®, Global Trade or other similar System to access treasury management or trade finance transaction Services offered by Bank for which Customer has enrolled.

Depending on the type of Service or System feature offered by Bank and selected by Customer, access to the transaction Services may include, but are not limited to, ACH, cash vault, check payables, wire transfer payments, Real-Time Payments (RTP), Zelle disbursements, book transfers, positive pay services, investments, loan services, trust services, letter of credit services, adjustments , returns and exceptions management, receivables management, transaction research and annotation, and system administration. Customer agrees that use of the System for transaction S ervices shall be governed by this S ection IV.B and all other sections of this Agreement that are applicable to the product or Service being accessed.

4. Security Procedures/System Administrator. Customer agrees to operate the System in accordance with Sections III.3 and III.4 of this Agreement.

5. Manuals. Bank will provide Customer with a manual in electroni c format th at will set forth the applicable System's policies and procedur es with which Customer agrees to comply. Bank may, without prior notification, make amendments to any manual. Bank owns or has obtained all proprietary rights to the manuals and Customer agrees not to duplicate, distribute or otherwise copy Bank’s manuals without Bank’ s prior written consent. Any manual will at all times remain the property of Bank and Bank reserves the right to request Customer to return all printed copies of such manual within thirty (30) days of termination of this Servi c e.

6. Customer Responsibilities. Customer will purchase (from Bank, i n some cases) and provide all equipment and software necessary to us e the applicable System in accordance with this Agreement. Bank shall have no responsibility and makes no warranties for such equipment or softw ar e.

Customer agrees to use the System solely to conduct its business with Bank and agrees to limit access to those Agents who require acces s to the System. Customer agrees that in addition to other limitations to Bank ’ s liability elsewhere in this Agreement, Bank shall not be liable for any loss or damage arising directly or indirectly from the following:
a. any inaccuracy or incompleteness in the input of an order or instructi on from the Customer;
b. any failure by Customer to obtain a confirmation of an order or instruction; or
c. any cancellation or attempted cancellation by Customer of an order or instruction.

7. International Information Reporting. If requested by Custom er and agreed to by Bank, Bank may provide incoming international informati on reporting through Providers or via SWIFT, which shall be governed by the terms of this Section IV.B, other applicable sections of this Agreement, and other applicable agreements or law. Bank shall receive the international information reporting data through Providers or via SWIF T from Customer’s account -servicing Bank (“Servicing Bank”) and shall display such data to Customer using SinglePoint® or other similar System .

If Customer makes a request to Bank for an off -schedule internati onal information report from the Servicing Bank, Customer agrees that Bank shall have no liability if the Servicing Bank does not support the off - schedule request or does not respond to the request in a timely manner.

C. ELECTRONIC DEPOSIT SERVICES
Electronic Deposit Services provide Customer with the option of mak i ng electronic deposits using one or more products offered by Bank .

Customer agrees that the Electronic Deposit Services shall be gover ned by this Section and other relevant sections of this Agreement.

1. Processing Options. Customer shall at all times maintain an account with Bank. Customer captures checks or check information received fr om its Payor Customers into Check Images and transmits the same to Bank for processing and collection. Bank will seek to collect such Check Im ages through the check collection system by presenting or exchanging Chec k Images, or using Check Images to create a Substitute Check, or a Photo- In-Lieu (“PIL”) for collection.

2. Definitions.
a. “Check Image” means an electronic image of the front and back of an original paper check (including a paper Demand Draft), or an electroni c image of a Substitute Check that is created by Customer, Bank or another bank or depository institution in the check collection system. b. “Check Image Metadata” means information about the Check Image, as well as pointers to the actual image data (also known as image tags). c. “Customer System” means the computer hardware and/or softwar e and/or Web-based applications located at Customer’s site that is used by Customer to prepare Electronic Deposits and to access the Electroni c Deposit Services.
d. “Demand Draft” or “Remotely Created Check” means a paper item , other than a Substitute Check or PIL, which (i) is drawn on a Payor Customer account, (ii) does not bear the signature of the Payor Custom er , and (iii) is authorized by the Payor Customer to be issued in the am ount for which the item is drawn.
e. “Electronic Deposit” means electronic information (including Chec k Images, Check Image Metadata, MICR Data or dollar amount), obtai ned from capturing information from an original paper check and remittanc e documentation that is transmitted to Bank for deposit, processing and collection.
f. "Electronic Deposit Services" means an array of products and services that allow organizations that receive check payments and/or remittanc e payments to deposit all payments electronically at Bank, as further described in the applicable User Manual.
g. "Electronic Deposit System" means Bank's computer systems or databases that Customer may access in order to obtain Electronic Depos i t Services.
h. "MICR Data" means information from the Magnetic Ink Character Recognition stylized printing on the bottom of checks comprising of routing, transit, account and check serial numbers.
i. “Payor Customers” means clients and/or customers of Customer that submit original paper checks or check information to Customer for payment obligations owed to Customer.
j. “Photo-In-Lieu” or “PIL” means a photocopy of the front of an origi nal paper check created from a Check Image.
k. “Substitute Check” means a paper check document that meets the definition of a “substitute check” in the Check Collection for the 21 st

Century Act as implemented by Regulation CC of the Federal Reserv e Board.

3. Customer Authorizations and Notifications. Customer shall adher e to any and all applicable laws, regulations and clearinghouse rules , including but not limited to, obtaining all necessary consents and authorizations from, and/or providing all necessary disclosures to its Pay or Customers concerning the creation of Demand Drafts . Customer is solely responsible for ascertaining the content, method, and frequency of any required authorizations and notifications.

4. Determination of Items Eligible for Electronic Deposit .

Only a paper item, payable on demand, and drawn on or payable thr ough or at an office of a bank, is eligible for deposit as a Check Image. Unless permitted by applicable law, Customer represents and warrants to Bank that Customer shall not use the Electronic Deposit Servi ces to transmit Electronically Created Items (as defined in Federal Reserve's Regulati on CC). Without limiting the generality of the preceding sentence, the following items are not eligible for deposit as Check Images or an Electronic Deposit under the El ectronic Deposit Services, and Custom er must deposit these original paper items with Bank: (i) checks, includi ng travelers checks, that are drawn on banks located outside of the Uni ted States; (ii) checks payable in a medium other than U.S. dollars; (iii) non- cash items (as defined under Section 229.2(u) of Federal Reserve’ s Regulation CC); (iv) promissory notes and similar obligations, such as savings bonds (unless explicitly permitted as an Electronic Deposit in the applicable User Manual); (v) checks issued by and drawn on Customer or an affiliate of Customer; and (vi) any other class of checks or drafts as identified by Bank to Customer from time to time in the User Manual.

5. Capture of Checks and Check Information.
a. For certain Electr onic Deposit Services, Customer shall use scanni ng hardware and/or software that meets Bank's specifications. Depending on the type of Electronic Deposit Service or processing option(s) selected by Customer, i n the event the condition of a paper check precludes a complete automated read, Customer shall be responsible for visually inspecting the Check Image. Customer shall be responsible for the repai r of any MICR Data (if applicable) and for ensuring that any and all information on the front and back of a paper check is accurately captur ed and legible in the resulting Check Image, that the resulting Check Image contains an accurate record of all MICR Data required for a substitute check, and that the Check Image otherwise complies with any Chec k Image or M ICR Data quality standards and guidelines that may be established by the American National Standards Institute (ANSI), E CCHO Rules, the Federal Reserve, other applicable regulatory agency or clearinghouse, or which Bank may provide to Customer from time to time.

Customer acknowledges that current image technology may not capt ure all security features (e.g. , watermarks) contained in the original paper checks and agrees to assume any and all losses resulting from claims based on security features that do not survive the image process. b. Customer further acknowledges that Bank does not verify the accurac y , legibility or quality of the Check Image prior to processing an Electroni c Deposit. Bank may, in its sole discretion, reject, repair, alter, amend, re- format or convert the Check Image Metadata or MICR Data submitted i n an Electronic Deposit in accordance with general check collection practices and industry presentment standards , but Bank shall have no obligation to reject, repair, alter , amend, re-format or convert the Check Image Metadata or MICR Data. If Bank requires that Customer compl y with certain formatting standards or other guidelines outlined in the applicable User Manual when submitting Electronic Deposits (for exam pl e, requiring use of the external processing code for identifying Remotel y Created Checks ) and Customer declines to implement, or comply with, such standards or guidelines, Customer acknowledges that Bank shal l not be liable for any error or loss that results from Bank processing suc h Electronic Deposit or from Bank’s re- formatting or conversion of the Electronic Deposit prior to processing.
c. Bank shall not be liable to Customer for failure to process an Electroni c Deposit, or any error that results in processing or col lecting an Electroni c Deposit: (i) for which Customer has not provided Bank an accurate , complete and legible image of , or information from, the original paper check; (ii) for which Customer has failed to comply with formatti ng standards or other guideline s required by Bank; or (iii) which would violate this Agreement, the User Manual or any other agreement between Customer and Bank.
d. If Customer desires to make an Electronic Deposit outside of the contiguous United States, Customer shall seek Bank’s prior approval .

Bank may reject a deposit transaction or terminate the Electronic Depos i t Services immediately if Customer fails to obtain Bank’s prior approval. If Customer chooses to access Electronic Deposit Services from locati ons outside the contiguous United States, Customer is responsible for compliance with local laws. Customer agrees not to use the Electroni c Deposit Services in any country that is subjec t to geographically -based restrictions imposed by OFAC.

6. Upload of Electronic Deposit to Bank.
a. Customer shall upload the Electronic Deposit transmission (containi ng one or more Electronic Deposits) to Bank prior to the daily cut -off time established by Bank from time to time for the receipt of Electroni c Deposits. Any Electronic Deposit transmission received by Bank after its daily cut-off time shall be deemed to have been received by Bank at the opening of its next Business Day. Performance of the Electronic Depos i t Services may be affected by external factors such as communicati on network latency. Customer is responsible for the transmission of the Electronic Deposit until the Electronic Deposit System reports a successful acknowledgement of recei pt of the transmission.
b. An Electronic Deposit is received when the entire Electronic Depos i t transmission in which that Electronic Deposit is contained is receiv ed by Bank in accordance with S ection IV.C.6.a above. If only a portion of that Electronic Deposit transmission is received by Bank for any reason, including without limitation, a failure during the transmission to Bank, the Electronic Deposit transmission is deemed to have been not received by Bank with respect to any Electronic Deposit contained in that Electroni c Deposit transmission (including any Check Image contained in the por ti on of that Electronic Deposit transmission that was received). c. Bank will process Electronic Deposit transmission received from Customer either via Check Image or Substitute Check collection in accordance with the processing options selected by Customer. For eac h Check Image sent to Bank in an Electronic Deposit transmission, Customer agrees not to deposit or cash the original paper check nor re - deposit the Check Image at Bank or any other financial institution or other business .
d. A per item limit, dollar limit, or deposit limit may be established by Bank in its sole discretion and communicated to Customer. If any such limit is established, Bank shall have no obligation to process items or files in excess of the limit.

7. Funds Availability. Customer agrees that the transmission of Chec k Images using Electronic Deposit Services is not subject to the funds availability requirements of Regulation CC. Bank may, at any time, and i n its sole discretion, provide a one- time notification to Customer if Bank intends to delay funds availability beyond ordinary Regulation CC funds availability time frames for items submitted by Customer using Electroni c Deposit Services. In such instance, funds deposited will be available for withdrawal 3 business days after electronic transmission to Bank, subj ect to any holds placed on the account as permitted under this Agreem ent .

Bank may, but is not required to, make such funds available sooner .

8. Collection of Check Images. Notwithstanding anything to the contr ar y in this Agreement, Bank may in its sole discretion determine the manner in which Bank will seek to collect a Check Image deposited by Custom er for check collection. Without limiting the generality of the precedi ng sentence, Bank may, at its option: (i) present or transfer the Check Im age to the paying bank, a Federal Reserve Bank, check clearinghouse, image share/exchange network, or other bank; (ii) create a Substitute Check or a PIL from the Check Image and collect such item, or (iii) request that Customer provide to Bank the original paper check from which the Chec k Image was created and then collect the original paper check. Depending on the collection met hod, the Check Image or physical item is subjec t to the rules of that clearinghouse, Federal Reserve Bank, or image share/exchange network or financial institution agreement.

9. Storage of Check Images. Bank shall store Check Images and other check information on the Electronic Deposit System in accordance wi th Bank's record retention schedule and shall make such informati on available to Customer according to the applicable User Manuals and fee schedule. If the Electronic Deposit Services are terminated, Customer may obtain Check Images or check information at the price outlined i n the fee schedule.

10. Franking, Endorsement, Retention and Destruction of Original Paper Checks. Depending on the requirements outlined in the applic abl e User Manual, Bank may require, or strongly recommend, that Custom er frank or mark the face of each original check after successfully capturi ng each Check Image to help ensure that an item is not deposited more than once either as a Check Image or physical check. Bank may requir e Customer to restrictively endorse each check prior to capturing eac h Check Image. Customer shall destroy the original paper check based on guidelines identified in the applicable User Manual and shall employ commercially reasonable methods to securel y store the original paper check until destruction. At Bank’s request, Customer shall provide the original paper check to Bank if the original paper check has not been destroyed by Customer and Bank needs the original paper check to process a payment or resolve a dispute arising from an Electronic Deposi t.

11. Representations and Warranties. With respect to each Chec k Image or Electronic Deposit that Customer transmits to Bank, Customer i s deemed to make any representation or warranty that would have appl ied had Customer deposited the original paper check , including without limitation, that no party will receive a presentment or otherwise be char ged for a paper check, whether presented in paper or electronic form, whi c h Customer has converted to a Check Image such that such party is asked to make payment of a check which has already been paid. In additi on Customer is deemed to make to Bank any representation, warranty or indemnification that Bank makes, under applicable law, clearinghous e rule, Federal Res erve Operating Circular, Federal Reserve Regulati on (including without limitation Regulation CC), bi-lateral agreement or otherwise, to any person (including without limitation a collecting bank , a Federal Reserve Bank, a Receiving Depository Financial Ins titution, a paying bank, a returning bank, a depository bank in possession of the original paper check, the drawee, the drawer, any endorser, or any other transferee) when Bank transfers, presents or originates a Check Im age, Substitute Check or PIL created from the Electronic Deposit.

12. Customer Responsibility. With respect to each Check Image , Electronic Deposit or other image that Customer transmits to Bank , Customer agrees to defend, indemnify and hold Bank harmless from and against any and all claims, demands, damages, losses, liabilities, penalties and expenses (including, without limitation, reasonable attor ney fees and court costs at trial or on appeal) arising directly or indirect ly:
(a) from Customer’s breach of a representation or warranty as set forth i n Section IV.C.11 above; (b) as a result of any act or omission of Customer in the capturing, creation or transmission of the Check Image or Electroni c Deposit, including without limitation , the encoding of the MICR Data from the original paper check; (c) from any duplicate, fraudulent or unauthori z ed check, Check Image, Substitute Check or PIL; (d) for any loss caused by Bank’s acceptance of a Check Image, or creation of a Substitute Check or PIL instead of presentment of the original paper check; (e) out of Customer's deposit of an Electronically Created Item; or (f) from any other act or omission arising out of Bank’s action or inaction taken pursuant to any request by Customer or pursuant to this Agreement. This S ecti on IV.C.12 shall survive termination of the Agreement.

13. User Manual. Bank will provide Customer with one or more user guides (“User Manual”) in paper or electronic format that will set forth the policies and procedures for the relevant Electronic Deposit Services product with which Customer agrees to comply. Bank may, without prior notification, make amendments to any User Manual. Bank may requi r e that certain employees of Customer attend periodic training as a condi ti on to using the Electronic Deposit Services.

14. Security Procedures and Right to Audit. Customer shall comply with all security procedures for the Electronic Deposit Services that ar e established by Bank or set forth in the applicable User Manual. Customer is solely responsible for (i) maintaining its own internal security procedures; (ii) safeguarding the security and confidentiality of any information that is obtained from Payor Customers’ checks, Check Im ages and other information that is either printed from, stored on, or downl oaded to, the Customer System, Electronic Deposit System, or Customer’s other computer/data systems or portable media; and (iii) preventing errors or unauthorized access to the Customer System or the Electronic Depos i t System. Bank reserves the right to periodically audit Customer's security procedures and information technology processes and to mandate controls.

15. Mobile Remote Deposit Services (“Mobile Services”). Depending on the type of Electronic Deposit Serv ice selected by Customer, Mo bile Services is an optional add- on service that will allow Customer to mak e remote check deposits and obtain check deposit history made through the Mobile Services using a supported mobile device. If Customer selects

Mobile Services, Customer will need to download and install a Mobil e Service application on compatible and supported mobile phones, tabl ets or other devices (collectively, “Devices").
a. Description of Mobile Services. Mobile Services allow Custom er to use a Device to take photographs of the front and back of the check and to transmit the Check Image to Bank in a secure data encrypted for m at using Customer’s mobile service provider’s cellular network or the Inter net (collectively, “Network”). Certain Mobile Services may allow Customer to use a Device to enter remittance data and to take photographs of the fr ont and back of remittance and general documents associated with the Chec k Image for reporting and research purposes.
b. Use of Mobile Services. Customer agrees to use Mobile Services in accordance with this Agreement, other user requirements provided in the User Manual and the downloaded mobile application. Bank reserves the right to modify the scope of Mobile Services at any time or change or upgrade Mobile Services from time to time, including the right to ceas e offering the Service on a previously supported Device. Bank also reser v es the right to refuse any Electronic Deposit requested through the Serv i c e because a Check Image f ails image quality standards, is detected as a duplicate item, or for any other reason in Bank’s sole discretion. Custom er understands and agrees that Mobile Services may not be accessible at al l times due to Network connectivity or may have limited utili ty over som e Networks, such as while roaming. Customer acknowledges and agr ees that Bank may use geolocation technology to track that Mobile Servi c es activity occurs within the contiguous United States.
c. Software. Customer agrees not to use Mobile Services or the content or information delivered through Mobile Services in any way that woul d infringe upon any third- party copyright, patent, trademark, trade secret, or other proprietary rights or rights of publicity or privacy, including any rights in the Mobile Services software. In the event Mobile Services is terminated or Customer’s software license is revoked for any reason, Customer agrees to promptly delete the Mobile Services application from its Devices.
d. Service Limitations.
i. Neither Bank nor Customer’s mobile service providers can alw ay s foresee or anticipate technical or other difficulties related to Mobil e Services, which may result in loss of data, personalization setti ngs or other interruptions. Bank assumes no responsibility for the timeliness of any Mobile Services transmissions or
communications, or the loss or failure to store any user data, communications or personalization settings in connection with a Device and Customer’s use of Mobile Services.
ii. Bank shall not be responsible for the operation, security , functionality or availability of any Device or Network that Customer utilizes to access Mobile Services. Transmission of a Check Image shall not be deemed received unless the Device reports a successful acknowledgement of receipt of the transmission.

Customer agrees to exercise caution when utilizing Mobile Servi c es on Devices and to train its A uthorized Users to exercise good judgment and discretion when accessing or transmit ting information.
iii. Information about activity is synchronized between the Mobil e Services software and Bank’s Electronic Deposit System, howev er , deposit information available via the Mobile Services applicati on may differ from the information that is available directly through the Electronic Deposit System. Information and features availabl e directly through the Electronic Deposit System may not be avail abl e via the Mobile Services application and may be described using different terminology. The method of entering information vi a the Mobile Services application may also differ from the method of entering instructions through the Electronic Deposit System .

Customer agrees that Bank shall not be liable for any errors or delays in the content as a res ult of Customer’s use of the Mobil e Services software.
iv. Customer acknowledges that its mobile service carrier or provider may provide for fees, limitations and restrictions such as data us age charges or data throttling which may have an impact on Cust ome r’s use of or interaction with Mobile Services. Customer agrees to be solely responsible for all such fees, limitations and restrictions. e. Security.
i. If Customer permits its employees or agents to use their ow n personal mobile devices to access Mobile Services, Customer assumes any and all risks associated with the use of personal mobile devices, including but not limited to, any risk that compromises the integrity of Customer’s corporate network or sensitive business data. Customer is solely responsible for implementing policies that will help mitigate the risk of allowing employees to use personally -owned mobile devices, which may include but are not limited to, requiring that Devices are configur ed and managed with information assurance controls commensur ate with the sensitivity of the underlying data and employing Mobile Device Management (MDM) software or other software that secures, monitors, manages and supports mobile devices depl oy ed across operators, service providers and enterprises.
ii. Customer shall ensure that its employees or agents exercis e appropriate precautions surrounding the use and safeguardi ng of the Devices at all times. Customer agrees not to leave Devices unattended when logged into Mobile Services and to log off immediately at the completion of each access. Customer agr ees that either a username and password or biometric verification are the agreed- upon security procedures and that such security procedures are commercially reasonable. If these security procedures are used to access Mobile Services, Customer agrees that any transactions using Mobile Services are hereby authoriz ed.

If Customer permits other persons to use a Device, login informati on or any other means to access Mobile Services, Customer will be responsible for the resulting transactions, and Bank shall hav e no liability for any damages Customer may incur.
iii. Devices with internet capabilities are susceptible to viruses.

Customer is responsible for ensuring that each Device is protected from and free form viruses, malicious software (“malware”) and other harmful components which could result in damage to programs, files, or the Dev ice, or could result in information bei ng intercepted by a third party. Bank shall have no liability for any damages which may result from such viruses, malware or other harmful components.

D. ACH SERVICES

1. Introduction. If requested by Customer and agreed to by Bank , Customer or its Agent may initiate credit or debit Automated Cleari ng House (“ACH”) transactions (“Entries”) for payments ("Credit Entries") and/or collections ("Debit Entries") on Business Days to its accounts or the accounts of others (“Receivers”) in accordance with Bank’s security procedures and this Agreement. Bank will act as an Originati ng Depository Financial Institution (“ODFI”) with respect to such Entries .

Bank may process Entries directly, through one or more clearinghous es , or through the mechanism selected by Bank. Customer’s rights and obligations with respect to such Entries are governed by applicable l aw and the NACHA Rules, as amended from time to time. Customer acknowledges that it shall be bound by the then- current version of the NACHA Rules and agrees not to initiate any Entry in violation of the NACHA Rules or applicable federal, state or international law, regulati on or clearinghouse rules, including, without limitation, Regulation E of the Board of Governors of t he Federal Reserve System, regulations promulgated by the Office of Foreign Assets Control, FinCEN, rules governing the Canadian, Mexican and European payments system s and Operating Circular 4 of the Federal Reserve Bank (collectively referred to herein as the "Rules"). Customer acknowledges and agrees that Bank shall have the right to examine Customer’s books, records and system s to ensure Customer’s compliance with the Rules and this Section IV .D and that Bank shall further have the right to suspend Serv ices if Bank determines, in its sole and absolute discretion, that Customer is not complying with the Rules and/or this Section IV .D. Customer acknowledges that a copy of the NACHA Rules is available through NACHA at current NACHA prices. Bank shall have the right, in its sol e discretion, to terminate or suspend ACH Services immediately if Bank i s legally or contractually required to place a hold on funds or a portion of the funds in Customer's account(s). Bank may also, in its sole discretion, delay, suspend or reject an ACH file or Entry if the Bank has a reasonabl e basis to suspect the ACH file or Entry may be unauthorized or fraudul ent.

Capitalized terms not otherwise defined in this Agreement shall have the meanings ascribed to them in the NACHA Rules.

2. Entry Origination/Processing Dates/Deadlines. Customer may initiate Entries in the manner and format agreed to by Bank. ACH files transmitted to Bank shall be in an unbalanced file format unless otherw i s e agreed to by Bank . Bank has the right to restrict the standard entry clas s (“SEC”) codes utilized by Customer. If notified by Bank of such restricti on, Customer must cease use of the SEC code and the underlying transac ti on type. Customer agrees that all Entries (regardless of SEC Code) that involve the storage, exchange or transmission of banking information vi a unsecured electronic networks shall be encrypted or transmitted via a secure session, using a commercially reasonable security technology that complies with regulatory guidelines . Bank will establish a deadline for the receipt of Entries from Customer (“Deadline”). Bank may establi s h different Deadlines for Entries depending on the method of deliver y employed by Customer and al l such Deadlines are subject to change.

Bank must receive Customer’s Entries at or prior to the Deadline for the Entries to be processed on the Business Day of receipt. Entries recei v ed after the Deadline, Entries that contain an Effective Entry Date that is invalid or stale, or Entries that are ineligible for Same Day ACH, will be processed on the next Deadline, which may be the next Business D ay .

Entries with settlement dates of more than thirty (30) calendar days from receipt will not be processed unl ess prior arrangements have been m ade.

If Customer has opted- in for Same Day ACH, Customer acknowledges that any Entry using the current day’s date as the Effective Entry Date that is submitted to the ACH Operator prior to the Deadline shall carry the Same Day ACH fee. If Customer has not opted-in for Same Day AC H and submits an Entry prior to the Deadline using the current day’s date as the Effective Entry Date, Customer acknowledges that such Entry shall be processed on the next Business Day.

3. Conte nt and Secondary Authorization. In submitting any Entry , Customer shall be responsible for providing all information required by Bank. Customer bears sole and exclusive responsibility to verify that the information set forth in Entries submitted to Bank is authentic, accur ate and conforms to the Rules. The Services hereunder are only designed to respond to information provided by Customer. Accordingly, any inaccuracy in any information provided by Customer may result in unintended processing by Bank. Bank bears no responsibility for detec ti ng or reporting any error in data supplied by Customer and shall not be liabl e to Customer for any information provided by Customer with respect to an Entry which is inaccurate, incomplete or otherwise incorrect. Bank strongly recommends that Customer utilize a second individual to review and approve ACH files prior to submission to Bank. Customer acknowledges and agrees that such a security procedure is commerciall y reasonable and that Customer’s failure to use this procedure substantial l y increases Customer’s risk of an unauthorized ACH file.

4. Entry Limits and Payment. Customer agrees to comply with any applicable per transaction or aggregate Entry limit s established by the Rules. Customer shall at all times maintain a settlement account with Bank for the purpose of funding Customer’s Entries (“Account”). The total dol l ar amount of Entries initiated by Customer through Bank under all ACH Services and pending on a given day shall not exceed the lesser of collected or available balances in the Account or an exposure limit shoul d one be established by Bank (“Exposure Limit”). Establishment of an Exposure Limit should not be interpreted or construed by Customer as a commitment or agreement to provide any credit or loans to a Custom er and is subject to modification or termination at any time by Bank .

Customer shall pay Bank for all Entries and authorizes Bank to charge i ts Account or any other account with Bank in the amount of such Entri es .

Bank shall have the right in its sole discretion to reject any or all Entr i es initiated by Customer without notice if Bank has reason to believe that there will be insufficient available funds on the relevant settlement date, even if Bank may have previously accepted Entries for processing wi th insufficient available funds in the Account. Customer will receive funds for any Debit Entry on the ACH settlement date. Bank shall credit the Ac c ount in any amount payable to the Customer, subject t o Bank’s right to m ak e adjustments in accordance with this Agreement. Bank may establis h, monitor and periodically review Customer's Exposure Limit and Customer's compliance thereof, and may, in Bank's sole discretion, c eas e processing Entries based on such review.

5. Prenotification. To the extent permitted by the Rules, Customer may elect to send a prenotification that it intends to initiate an Entry to a particular account in accordance with the procedures set forth in the Rul es or by Bank. The prenotification can be returned or result in a Notificati on of Change ("NOC"). If the prenotification is returned, Customer shall research the problem and make any necessary corrections befor e transmitting another Entry. If the prenotification results in a N OC, Customer shall make the required change prior to initiating another Entr y or issue a Refused NOC. Bank offers an optional Service that allow s Bank to track Customer's NOC on Customer's behalf. If Customer selects this option, Bank shall only manage t he changes to the routing numbers, account numbers and transaction codes.

6. Notification of Change (“NOC”). A NOC is created by the Receivi ng Depository Financial Institution (“RDFI”) to notify Customer (via Bank) that previously valid information cont ained in a posted Entry is outdated, or information contained in a prenotification or live transaction is erroneous or improperly formatted and should be corrected. Bank offers NOC Manager, which is a Service that allows Bank to track Customer’s NOC on Customer’s behalf. NOC Manager only manages the changes to routi ng numbers, account numbers and transaction codes. Bank, in its sol e discretion, may require that Customer enroll in NOC Manager as par t of ACH Services provided to Customer.

7. Data Breach Notification. Customer may have gathered personal or financial information of its customers for the purpose of initiating ACH transactions. Such information may include, without limitation, the customer’s bank account number together with the bank routing number, or the customer’s name together with the customer’s social security number or tax identification number. Customer agrees to immediatel y report to Bank any loss, theft or unauthorized access of such informati on (“data breach”) by or from Customer, its Agent, or third- party service provider, if circumstances indicate that the misuse of such information has occurred or is reasonably possible. Customer acknowledges that Bank may have an obligation to report any data breaches to NACHA and other affected parties, and agrees to establish appropriate procedures to prevent, detect, investigate and report data breaches. If applicabl e to Customer, Customer agrees to render electronically stored account numbers used in the initiation of Entries unreadable in accordance wi th the requirements and effective dates specified by NACHA.

8. ACH Secured Funds Entries. Bank may, at any time, and in its sol e discretion, require Customer to prefund some or all Credit Entries that Customer desires to initiate. Customer acknowledges and agrees that such funds are held solely for the benefit of Bank and that Customer will not be entitled to earn any interest thereon. Upon initiation of such Credi t Entries, Bank is authorized to immediately charge the Account (in the total amount of such Entries). If ACH Secured Funds is used to initiate Debi t Entries, funds will be credited to the Account on the settlement date of the transaction. However, such funds shall not be available for withdrawal from the Account for two Business Days, or such other period as determined by Bank, after the settlement date.

9. File Confirmation System. Customer shall at all times comply with applicable file confirmation procedures and any security procedur es established by Bank. Such procedures are solely for the purpose of verifying the origination of Entries by Customer or Bank's receipt of the ACH file and/or batch (but not for errors in transmission or content). a. Control Totals. If Customer elects to provide Bank with the total dollar value of Entries and any other necessary information ("Control Totals ") , Customer must telephone Bank’s Interactive Voice Response system or input Control Totals through SinglePoint each time it originates Entries .

After Bank receives Customer's ACH file, Bank will compare the information in the ACH file to the Control Totals. If the information matc hes the Control Totals, Bank will process the ACH file. Bank will notify Customer if the Control Totals do not match the information in the AC H file, or if Bank receives an ACH file without receiving Control Totals or vi c e versa. Bank will not process an ACH file unless it receives conformi ng Control Totals before established Deadlines .
b. Confirmation of Receipt. If Customer elects not to provide Bank with Control Totals but elects to receive a confirmation report or file, Bank shal l provide Customer with a confirmation that Bank received Customer's AC H file and/or batch. After Customer receives the confirmation report or file, Customer will compare t he confirmation information to Customer's AC H transmission information. If the information does not match, Customer shall notify Bank before Bank’s established deadline, failing which, Bank shall process Customer’s ACH file and/or batch. Customer acknowledges that the confirmation report or file is for the sole purpose of verifying Bank ' s receipt of the file and does not signify any validation of data. Custom er bears sole responsibility for any inaccurate or incomplete informati on provided to Bank if Customer fails to notify Bank prior to Bank's proces s i ng of Customer's file.

10. Rejected and Returned Entries, Unauthorized Entries. Bank may reject any Entry that is not initiated in accordance with this Agreement. In the event that an Entry is rejected, or returned by an ACH processor, for any reason whatsoever, it shall be Customer’s responsibility to reiniti ate the Entry. Bank will give Customer or its designated Agent notice of any rejected or returned Entry in the manner agreed to by the parties. Bank is authorized to debit/credit the Account for Entries that are returned to Bank .

Unless the return is caused by Bank’s failure to properly execute an Entr y , Bank has no obligation to pay Customer interest on the amount of any returned Entry debited from the Account. A Receiver may, in some cas es , have the right to have an unauthorized or erroneous Debit Entry credi ted to its account. Customer agrees that Bank may deduct the amount ow i ng to the Receiver from Customer’s Account upon Bank’s receipt of pr oper notice from the Receiver’s bank. Bank may charge back against Custom er any Debit Entry that is returned or reversed by the RDFI. Bank may, in its sole discretion, suspend Customer’s use of ACH Services due to excessive return activity.

11. ACH Redeposit Service. If requested by Customer and agreed to by Bank, Bank will reinitiate (maximum of two times) each Debit Entr y returned for insufficient or uncollected funds.

12. Amendment of Entries. Customer does not have the right to del ete, reverse or amend any Entry (each, an “Adjustment Request”) after it has been received by Bank . If Customer sends Bank an Adjustment Reques t via internet , secure email, or fax in accordance with the terms of this Agreement , Bank will make reasonable efforts to ac t on the Adjustm ent Request. All Adjustment Requests must be received by Bank prior to the established deadlines , and even if the Adjustment Request is made i n a timely manner, Customer acknowledges that an Adjustment Reques t m ay prove unsuccessful (for example, if it is returned by the RDFI for non- sufficient funds). Customer agrees to indemnify Bank in connection wi th any Adjustment Request in accordance with applicable law. a. Internet Option. If Customer has selected the Internet Option, Customer may use SinglePoint® to transmit information to Bank for the purpose of amending ACH files. Customer agrees to comply with any applicable software agreement, user guide and any established secur i ty procedures.
b. Secure Email Option. If Customer has select ed the Secure Email Option, Customer may send an Adjustment Request to a designated shared mailbox at Bank.
c. Fax Option. If Customer has selected the Fax Option, Customer may transmit an Adjustment Request to Bank via facsimile to a designated facsimile number. Customer acknowledges that the Internet and Sec ur e Email Options are substantially more secure than the Fax Option.

Customer agrees to be bound by any instructions submitted via the F ax Option, whether or not authorized, issued in its name and accepted by Bank in accordance with the agreed procedures.

13. Customer Representations/Indemnity. Customer represents and warrants to Bank that each Entry: (i) complies with the terms of this Agreement and the Rules; (ii) does not breach any warranty of Customer or Bank contained in this Agreement and the Rules; (iii) complies with applicable state, federal and international laws and rules, including, without limitation, the Electronic Funds Transfer Act, Regulation E and regulations overseen by the Offi ce of Foreign Assets Control; (iv) is accurate, timely, and authorized; and (v) that any Debit Entry is for a sum that on its settlement date is due and owing from the Receiver to Custom er or is a correction of a previously transmitted erroneous Credit Ent ry. For all WEB Debit transactions, Customer further represents and warrants that it will validate account information by use of a commercially reasonabl e fraud detection system (i) for the first use of new account information; and (ii) when the Receiver makes a change to its account . With respec t to each ACH Entry (regardless of SEC Code), Customer is deemed to mak e to Bank any representation or warranty that Bank makes, under applic abl e law and the Rules to any person, RDFI, or any other transferee. Rece iver authorizations shall expressly authorize Bank to transmit corrective entr i es to the Receiver’s accounts to correct a prior Entry and shall authori z e Customer to release to Bank all information concerning its Receivers that is required by Bank to recover such Entries. Customer shall immediatel y cease initiating Entries upon receiving actual or constructive notice of the termination or revocation of the Receiver's authorization. Customer wil l retain each authorization received by Customer for such period of tim e as may be required by the Rules or applicable law and shall provide Bank with copies of such authorizations upon request. Customer will indemnify , defend and hold Bank harmless from and against any and all claims, demands, expenses, losses, l iabilities, and damages, including without limitation, NACHA fines, reasonable attorney fees and court costs at trial or on appeal that arise directly or indirectly out of any Entry initiated by Customer in violation of this Agreement and the Rules.

14. R e-presented Check Entries. NACHA Rules allow Customer to initiate an Entry to collect certain checks that have been returned unpai d for insufficient or uncollected funds ("RCK Entry"). In the event that Customer initiates an RCK Entry to Bank for check c ollection purpos es , Customer agrees that such RCK Entry will comply with all provisions of this Agreement and applicable Rules and makes the following additi onal representations and warranties regardless of which entity initiates the R C K Entry on its behal f:
a. Each check is eligible under NACHA Rules to be collected via an RCK Entry.
b. Customer has no knowledge of any insolvency and it has good legal title to the returned item.
c. All signatures on the returned item are authentic and authorized, and the returned item is without alteration, not subject to claims or defens es , and will not be presented to the paying bank.
d. The RCK Entry accurately reflects the item and any informati on encoded after issue in magnetic ink is correct. (RCK Entries cannot be used for collection fees.)

e. Any restrictive endorsement placed on the item is void or ineffective. f. Customer has provided clear and conspicuous notice of its electroni c check representment policy in advance of receiving the item to which the RCK Entry relates.
g. The Customer will provide to Bank immediately upon request a copy of the front and back of the returned i tem, provided that the request is made within seven (7) years of the settlement date of the RCK Entry.

15. Internet-Initiated Entries. NACHA Rules allow Customer to initiate a Debit Entry to a consumer Receiver's account pursuant to an authorizati on obtained from the Receiver via the Internet ("WEB Entry"). In the ev ent that Customer initiates a WEB Entry to Bank, Customer agrees that suc h WEB Entry will comply with all provisions of this Agreement and applic abl e Rules and makes the following additional representations and warranti es regardless of which entity initiates the WEB Entry on its behalf:
a. Customer has employed a commercially reasonable fraudul ent transaction detection system to screen each WEB Entry. As of the effective date specified by NA CHA, a commercially reasonable fraudul ent transaction detection system must include, at a minimum, validation of the account number to be debited for each Web Debit Entry. This validati on must be completed for the first use of such account number as well as each time there is a change in such account number.
b. Customer has employed commercially reasonable methods of authentication to verify the identity of the Receiver.
c. Customer has taken commercially reasonable steps to verify that routing numbers are valid.
d. Customer has established a commercially reasonable secure Internet session prior to the key entry by the Receiver of any banking informati on and through the transmission of the data to Customer. If regulator y requirements or technological advancements drive the commercially reasonable standard to change, Customer agrees to comply with the new standard.
e. Customer has and will conduct an annual audit to ensure that the financial information that Customer obtains from its Receivers is protec ted by security practices that include adequate levels of: (1) physical security to protect against theft, tampering, or damage, (2) personnel and acc es s controls to protect against unauthorized access and use, and (3) networ k security to ensure secure capture, storage and distribution of financial information. Customer will provide proof of Customer's security audits to Bank upon request. Any such information provided to Bank shall be k ept confidential except as required to be disclosed by applicable law, rul e or regulation. Bank may cease processing Entries for Customer if Bank in i ts sole discretion determines that Customer's security procedures ar e inadequate.

16. Telephone -Initiated Entries. NACHA Rules allow Customer to initiate a Debit Entry to a consumer Receiver's account pursuant to the Receiver's oral authorization and banking information obtained via the telephone ("TEL Entry"). In the event that Customer initiates a TEL Entr y to Bank, Customer agrees that such TEL Entry will comply with all provisions of this Agreement and applicable Rules and makes the following additional representations and warranties regardless of whic h entity initiates the TEL Entry on its behalf:
a. Receiver Aut horization. Customer shall obtain the Receiver's explici t authorization prior to initiating a Debit Entry to the Receiver's account. In the event that Customer obtains the Receiver's authorization verball y , Customer will either tape record the Receiver's oral authorization or provide, in advance of the settlement date of the Entry, written noti c e to the Receiver that confirms the oral authorization. Customer agrees that, at a minimum, the following specific information is disclosed to, and acknowledged by , the Receiver during the telephone call:
(i) the date on or after which the Receiver's account will be debited; (ii) the amount of the Debit Entry to the Receiver's account; (iii) the Receiver's name;
(iv) the account to be debited;
(v) a telephone numbe r that is available to the Receiver and answer ed during normal business hours for customer inquiries;
(vi) the date of the Receiver's oral authorization;
(vii) a statement that the authorization obtained from the Receiver will be used to originate an ACH debit to the Receiver's account ; (viii) for recurring TEL entries, the amount of recurring transactions ; and (ix) for recurring TEL entries, the timing (including the start date) , number, and/or frequency of the electronic fund transfers .

Customer shall retain either the original or a duplicate tape recordi ng of the Receiver's oral authorization or a copy of the written notice confirm i ng the Receiver's oral authorization for two years from the date of the authorization and shall immediately provide same to Bank upon request.

If Customer chooses to provide the Receiver with written notice confirm i ng the Receiver's oral authorization, Customer will disclose to the Receiv er during the telephone call the method by which such notice will be provided. b. Security Procedures. In addition to all other representations and warranties contained in this Agreement and the Rules , Customer als o represents and warrants the following each time it delivers a TEL Entry to the Bank that it has (a) utilized a commercially reasonable security procedure to verify the identity of the Receiver, including name, addr es s and telephone number; and (b) further that Customer has established commercially reasonable procedures to verify the accuracy of the RDFI’s ABA routing and transit num ber.

17. Accounts Receivable and Back Office Conversion Entries.

NACHA Rules allow Customer to utilize ACH to collect consumer chec k payments received via U.S. mail or at a dropbox location ("ARC Entry ") .

NACHA Rules also enable Customer to convert during back offic e processing checks presented either at the point of purchase or a manned bill payment location ("BOC Entry"). In the event that Customer initiates an ARC or BOC Entry to Bank, Customer agrees that such ARC or BOC Entry will comply with all pr ovisions of this Agreement and applicabl e Rules and makes the following additional representations and warranti es regardless of which entity initiates the ARC or BOC Entry on its behalf:
a. Prior to the receipt of each check, Customer has provided clear and conspicuous notice to the Receiver: (i) that receipt of the check is authorization for a payment as a check transaction or for a one- time ACH debit to the Receiver's account; and (ii) of Customer's phone number for inquiries regarding BOC Entries.
b. Customer shall provide a copy of the notice to the Receiver at the tim e of the transaction if the Receiver presents the check in-person. c. Each check is eligible as a source document under NACHA Rules to be collected via an ARC or BOC Entry.
d. Customer shall use a reading device to capture the Receiver’s routing number, account number, and check serial number from the sourc e document (unless Bank has agreed to do so on Customer's behalf for re tail lockbox services).
e. The amount of the entry, the routing number, the account number , and the check serial number are in accordance with the source document. f. The source document to which the ARC or BOC Entry relates will not be presented for paym ent.
g. Customer has established policies and procedures to destroy the source document as soon as is reasonable and shall use commerciall y reasonable methods to securely store the source document until suc h destruction.
h. Customer shall use commercially reasonable methods to securely s tore all banking information relating to the ARC or BOC Entry. i. Customer shall retain a reproducible and legible image, microfilm or c opy of the front of the Receiver's source document for two years from the settlement date of each ARC or BOC Entry, and shall immediately prov i de same to Bank upon request.

j. For BOC Entries, Customer has employed commercially reasonabl e procedures to verify the identity of each Receiver of BOC Entries. k. For BOC Entries, Customer maintains a working telephone number that is answered during Customer’s normal business hours for Receiver inquiries regarding BOC transactions.

18. Point of Purchase (POP) Entries. NACHA Rules allow Customer to initiate a Debit Entry to a Receiver’s account for in- person purchas es made by check at the point -of-purchase (“POP Entry”). In the event that Customer initiates a POP Entry to Bank, Customer agrees that suc h POP Entry will comply with all provisions of this Agreement and applicabl e Rules and makes the following additional representations and warranti es regardless of which entity initiates the POP Entry on its behalf:
a. Customer has posted a notice in a prominent and conspicuous locati on at the point -of-purchase and provided the Receiver with a written noti c e of same: (i) that when a check is provided as payment, it is authorization for payment as a check transaction or for a one- time ACH debit to the Receiver's account; and (ii) that funds may be withdrawn from the Receiver’s account the same day payment is made.
b. Each check is eligible under NACHA Rules to be collected v i a a POP Entry and the Receiver has not opted out of check conversion c. Customer has used a reading device to capture the Receiver’s routing number, account number, and check serial number from the sourc e document.
d. Customer has provided a receipt to the Receiver containing the Originator name, telephone number, date of transaction, transacti on amount, check serial number of the source document, merchant number , terminal city and state; and Customer has not included the Receiver’s complete account number or complete i dentification number on suc h receipt.
e. Customer has returned the voided source document to the Recei v er after capturing the necessary check information and the source docum ent was not previously negotiated, voided, or provided by the Receiver for us e in any prior POP Entry.
f. Customer has obt ained the Receiver’s authorization and provided a copy of same to the Receiver, which: (i) is in writing and signed or similarl y authenticated by the Receiver; (ii) is readily identifiable as an ACH debi t authorization; (iii) clearly and conspicuously stat es its terms; and (iv) states that the check will not be processed.

19. International ACH Transactions (IAT) Entries. NACHA Rules allow Customer to initiate or receive international payment transactions transmitted via the ACH network.
a. In the event any part of an Entry originates from, or is transmitted to, a financial agency office located outside the territorial jurisdiction of the United States that handles the payment transaction ("IAT Entry") , Customer agrees that such IAT Entry will comply with all provisions of thi s Agreement and applicable Rules. Customer acknowledges that an IAT Entry is ineligible for Same Day ACH. Customer also makes the followi ng additional representations and warranties regardless of which entity initiates the IAT Entry on its behalf:
(i) Customer is in compliance with U.S. law, including, but not limited to, Customer’s obligations under programs administered by OF AC and FinCEN.
(ii) The origination of an outbound IAT Entry is in compliance with the laws and payment sys tem rules of the receiving country. (iii) In the case of an IAT Entry to a non-consumer account, Custom er has an agreement with the Receiver whereby the Receiver has agreed to be bound by the Rules.

IAT Entries may be processed by Bank through a correspondent bank.

Bank assumes no liability for delays, non- delivery, late returns or other events resulting from processing delays by the correspondent bank or for other causes beyond Bank’s control. Cancellation or amendment of an IAT Entry involving non-U.S. dollar currency is subject to any rate exchange loss as determined by Bank. Customer agrees to sell any canceled or amended Entry to Bank at the then current applicable for ei gn currency buy rate.
b. Remittance Transfer Provider. If Customer is at any time classified as a Remittance Transfer Provider under Regulation E, Customer r epresents, warrants and agrees that:
(i) Customer shall be responsible for performing and complying with the requirements of 12 CFR Part 1005, including, but not limi ted to, providing disclosures to the consumer (sender) , the error resolution procedures , the provision of any remedies to the consumer, and the cancellation and refund of remittance transfer s; (ii) Bank is acting as an agent and not as a Remittance Transfer Provider when performing activities on behalf of Customer; and (iii) Even if Bank is deemed a Remittance Transfer Provider under applicable law, Customer shall take all actions necessary to comply with the obligations of a Remittance Transfer Provider.

Customer agrees to indemnify and hold Bank harmless from and agains t any and all loss, liability, damage, costs and expenses (including attorneys’ fees) that Bank may sustain in reliance on Customer’s representations and warranties set forth in this Agreem ent or the Rules.

20. Third-Party Vendors. If Customer initiates Entries through a third - party vendor or processor (“Vendor”), Vendor is the agent of Customer and not of Bank. If Customer uses a Vendor, Customer shall be deem ed to have authorized Bank to follow the instructions of such Vendor to the same extent and under the same conditions as would apply if the instructions came direct from Customer and Customer shall be responsible for insuring that such Vendor fully complies with the Rules and this Agreement. Bank is not responsible for the acts or omissions of Vendor and Customer agrees to be liable for and hold Bank harmless from, any losses caused by the acts or omissions of Customer’s Vendor.

21. Third-Party Sender. If Customer is transmitting Entries as a third - party vendor or processor on behalf of originators (“Third-Party Sender”), Customer agrees to be bound by the applicable terms provided in this Agreement and the Rules . Customer warrants to Bank that the originator has agreed to assume the responsibilities of an Originator under NACH A Rules and that ACH Entries shall not be initiated in violation of laws of the United States. Customer represents that it has executed an ACH agreement with each Originator and t hat the agreement binds the Originator to the NACHA Rules. Customer shall provide Bank with the li s t of Originators, copies of the agreements, and other information deem ed reasonably necessary to identify the Originators within two (2) Busines s Days of Ba nk’s request. Bank reserves the right to review the list of Originators for which Customer is transmitting the Entries and to rejec t any in Bank’s sole discretion. As Third -Party Sender, Customer agrees to indemnify, defend and hold Bank harmless from and against any and al l claims, demands, expenses, losses, liabilities, and damages, includi ng reasonable attorney fees and court costs at trial or on appeal that ar i s e directly or indirectly from the failure of the Originator to perform its obligations as an Originator under NACHA Rules. Customer further agrees to assume all applicable responsibilities, warranties and liabilities of the ODFI, as specified in the NACHA Rules. Customer shall cooper ate fully and respond within two (2) Business Days to any inquiry from Bank relating to potential NACHA Rule inquiries or violations.

22. Cash Concentration/Deposit Reporting Services. Customer m ay request Bank to provide deposit reporting Services based on informati on provided by the Customer or its des ignated Agent. Information will be delivered to Bank at the time and location established by Bank. Bank has no responsibility for the accuracy of any information provided by Customer. Customer may authorize Bank to initiate Credit or Debit Entr i es to accounts designated by Customer at other financial institutions. Bank will initiate such Entries in accordance with agreed procedures. Custom er agrees to authorize RDFIs to honor such transactions.

23. ACH Positive Pay Service. ACH Positive Pay Service assists Customer in detecting fraud by electronically matching incoming ACH transactions to authorizations that Customer can create and manage online. If ACH Positive Pay Service is selected by Customer, Custom er shall designate the account(s) maintained at Bank that are to be used w i th the ACH Positive Pay Service (“ ACH Positive Pay Account”). Custom er

shall create authorizations for incoming ACH Credit and/or Debit Entr i es that it desires to post to the ACH Positive Pay Account. Customer shall be responsi ble for the accuracy and completeness of all informati on provided to Bank. Bank will allow incoming Entries that match Customer ’ s authorizations to post to Customer’s ACH Positive Pay Account. Incoming ACH transactions that do not match Customer’s author izations will be treated as exception items, and Customer agrees to monitor, review and make payment decisions on the exception items prior to Bank’ s established deadline. Bank is authorized to return all exception item s unless Customer instructs bank to pay one or more exception items prior to the established deadline. Bank shall have no responsibility for any liability, loss or damage resulting from the return of any exception item to the Originator in accordance with this S ection or Customer’s failure to meet Bank’s established deadlines , except with respect to losses caus ed by Bank’s own lack of good faith or failure to exercise ordinary care .

Bank’s failure to report a discrepancy will not discharge Customer’s obligation with regard to any item and shall not obligate Bank to retur n any item if it is otherwise authorized.

E. WIRE TRANSFER SERVICES

1. Introduction.
a. Governing Law. Bank sends outgoing and receives incoming wire transfers through Fedwire (the funds transfer system owned and oper ated by the Federal Reserve Banks or other provider in accordance with Section II.2 4.A). All funds transfers are governed by this Agreement, Subpart B of Regulation J of the Federal Reserve Board, OFAC regulations, and all other applicable international, federal, state and loc al laws and regulations. Customer agrees not to initiate or r eceive a wir e transfer payment order in violation of applicable federal, state or local law. b. Authorized Users. Customer will designate to Bank in the form requi r ed by Bank those individuals authorized to instruct Bank regarding wire transfer Services including without limitation, individuals authorized to initiate payment orders and select advice methods, confirmation methods , and any or all authorizations and instructions that may be reques ted by Bank. Bank may rely on any such authorization until it has been revok ed in writing by Customer. Bank shall have a reasonable time to proces s any revocation received pursuant to this S ection.

2. Routing/Time Deadlines. Bank may use any means of transmission, funds transfer system, intermediary bank, clearinghouse or route that Bank reasonably believes is suitable for each outgoing wire transfer . Bank will establish from time to time one or more deadlines after which Bank wi l l not accept an incoming payment order to be processed on the day of receipt. Payment orders received after Bank’s established deadli ne , during a maintenance window, or on any non-Business Day, including any Saturday, Sunday, holiday or any day that Bank’s wire department is not open will be rejected. Payment orders received during a maintenanc e window, including the end- of-day maintenance window, will not receive a notice of rejection.

3. Payment Orders.
a. Communication. Customer may communicate a payment order to Bank by the means and manner agreed to between the parties.
b. Content of Payment Orders. Customer will supply to Bank any information Bank may reasonably request regarding any payment or der initiated by Customer, including, without limitation, money amounts , affected accounts, dates of transfer, the beneficiary’s name and ac c ount number, the name and routing number or bank identifier code of the beneficiary’s financial institution, such additional information as Bank m ay reasonably request and, if necessary, further evidence of any Agent’ s authority to transfer funds or to do any other act contemplated by this Service. Bank strongly recommends that Customer utilize a second individual to review and approve payment orders prior to submission to Bank. Customer acknowledges that f ailure to use this commercially reasonable security procedure substantially increases Customer’s risk of an unauthorized payment order .
c. Execution of Payment Orders. Customer authorizes Bank to exec ute and charge Customer’s account(s) with Bank for payment orders deliv ered to Bank in accordance with this Agreement. Bank has no obligati on to execute a payment order if Customer’s account to be charged has insufficient collected and available funds to cover the order. d. Processing Payment Orders. The order in which Bank processes wire transfer payment orders is determined solely by Bank. Customer does not have the right to reverse, adjust or revoke any payment order after it has been received by Bank, provided, however, that Bank will make a reasonable effort to act on such a request by Customer. With respect to a payment order already transmitted to the beneficiary’s financial institution, Bank shall, at Customer’s request, request the financial institution to return funds previously transferred. Customer understands that the receiving institution is under no legal obligation to comply with this request.
e. Rejection of Payment Orders . Bank may reject a payment order fr om Customer if such payment order is not initiated in accordance with the applicable security procedure, if there is any inconsistency between a payment order and information previously supplied to Bank, if Bank is unable to obtain confirmation of such payment order satisfactory to Bank , if there are insufficient collected funds in Customer’s specified ac count to

fund the payment order, if Bank has a reasonable basis to suspec t the payment order may be unauthorized or fraudulent, or if Bank has other reasonable grounds not to honor the payment order. Bank will notify Customer by telephone that it has rejected a payment order. Bank may also reject an incoming payment order if it has reasonable grounds to do so.
f. Standing Payment Orders. If requested by Customer and agreed to by Bank, Customer may initiate a standing payment order, which is one where the Customer pre- programs the beneficiary, the beneficiary’ s financial institution, and the accounts to be debited and credited and s uc h information remains constant for subsequent payment orders. Custom er shall provide Bank with the necessary infor mation to execute the standi ng payment order, including, without limitation, the dollar amount to be transferred or the desired peg balance, the frequency of the order and the day of week or month when the payment order is to be executed.

Customer may ter minate a standing payment order at any time upon receipt by Bank of a written notice. Bank shall have a reasonable tim e to act on such notice.
g. Batch Wire; Direct Wire Interface.
(i) Service Specifications. If requested by Customer and agreed to by Bank, the Batch Wire service and Direct Wire Interface servic e allows Customer to initiate payment orders from its computer to Bank's computer, subject to the provisions of this Agreement. In addition, the Direct Wire Interface service allows Customer to receive reports of incoming wire activity. Customer will comply with the relevant interface specifications established by Bank for these services, including, without limitation, file formats, means of data transmission, or establishing a secure connection (t he “Specifications”). Bank may furnish Customer with modificati ons to the Specifications and Customer shall implement suc h modifications as soon as reasonably practicable.
(ii) Wire Transfer Software, Confidentiality. Customer or its Agent shall be solely responsible for creating the computer programs to implement the Specifications (“Wire Transfer Software”) .

Customer shall maintain the confidentiality of the Specificati ons and the Wire Transfer Software and permit access solely to thos e responsible for supporting the Wire Transfer Software or authorized to initiate payment orders. Customer shall implem ent passwords and other security devices commensurate with the highest level of security afforded by Customer to other computer programs and confidential information of Customer.

4. Confirmation of Outgoing Wire Transfers .
a. Confirmation Method. Customer and Bank shall agree to the method of confirming payment orders received from Customer. Customer shall designate Authorized Users to confirm payment orders. Bank recommends a minimum of three potential Authorized Users to confir m payment orders and that Authorized Users serve as an initiator or a confirmer, but not both. Notwithstanding Bank's recommendation, i f Customer permits an Authorized User to act as both initiator and confirmer, Customer hereby authorizes Bank to process a wire initiated and confirmed by such Authorized User. Customer may add, change or delete the Authorized Users in accordance with Section II.9 of this Agreement. In the event the designated Authorized Users with authori ty to confirm are not available to confirm a payment order, Customer agr ees that Bank may, at its discretion, elect to process the payment order initiated by an Authorized User. Customer agrees to be bound by any such payment order processed by Bank.
b. Waiver of Confirmation. Bank advises Customer not to waive confirmation. If Customer, however, chooses to waive confirmation, Customer agrees to be liable for all outgoing payment orders, except thos e payment orders where (1) Customer is able to conclusively prove that the unauthorized transfer could not have been prevented by the use of confirmation procedures; (2) Bank is unable to produce any evidenc e that the unauthorized transfer could have been prevented by the use of confirmation procedures; and (3) Customer is not otherwise liable for the transfer under this Agreement or applicable law. Customer acknowledges that not using confirmation procedures substantially increases Customer ’ s risk of liability for an unauthorized wire transfer.
c. Confirmation of Wire Transfers Initiated through SinglePoint ®, B atch Wire, or Direct Wire Interface (collectively, the “ Customer Initiati on Methods ”). Customer represents and warrants that the confirmation of payment orders initiated through any of the Customer Initiation Methods shall be verif ied, initiated and confirmed by Customer prior to receipt by Bank. All payment orders shall be initiated and confirmed in accordanc e with the security procedures established for the relevant Customer Initiation Method.

5. Advices.
a. Advice Method. Customer will select the type of advice it wishes to receive after Bank receives an incoming wire transfer. If Customer selec ts telephonic advices, Customer may designate person(s) to be contac ted and telephone numbers to be used for advice purposes. Bank shal l not be required t o make more than one attempt to reach Customer’s designated location by telephone. If Bank is able to reach the Customer ’ s designated location, but not Customer’s designated Agent, Bank may leave a message containing the information to be conveyed. b. Advices by Facsimile. If Customer selects advices by facsimile (“fax”), Customer shall exercise extreme care in maintaining its own security in the receipt of fax advices. Customer acknowledges that the informati on to be received by fax may include confidential information, including, without limitation, names, amounts, phone numbers, originating account information and the text of incoming wires. Customer further acknowledges that it alone assumes full responsibility for maintenanc e of its internal securit y procedures to keep such information confidenti al .

Customer agrees to indemnify, defend and hold Bank harmless agai ns t any and all claims, demands, expenses, liabilities and damages, includi ng attorney fees at trial and on any appeal or petition for revi ew, incurred by Bank arising directly or indirectly from the transmission by fax of an incoming wire transfer advice.
c. Waiver of Advice. Customer may waive its right under the Uniform Commercial Code to receive advices by so indicating on the applicabl e Implementation Documents.

6. International Wire Transfers.
a. General. Wire Transfers across country borders are customarily done by Bank through a correspondent bank. Outgoing U .S. dollar paym ent orders may be converted by the correspondent bank or beneficiary bank to the local beneficiary’s currency at the applicable rate in effect at any point in the processing chain. Though in some cases Bank may recei v e compensation from the correspondent bank in accordance with suc h conversion, the conversion is executed by the correspondent bank i n accordance with the policies and procedures of such correspondent bank at an exchange rate set by that correspondent bank in its sole discretion and subject to any applicable regulations. Any fee, commission or char ges assessed by Bank , the correspondent bank, any subsequent intermedi ar y bank, or the beneficiary bank may be passed on to the Customer or deducted from the wire transfer amount. Bank assumes no liability for delays, non- delivery, market risk or other events resulting from causes beyond Bank’s control. In refunding unexecuted payment orders, Bank shall be liable to Customer only to the extent it receives payment from the correspondent bank processing the transfer. Cancellation or rejection of a transfer involving non- U.S. dollar currency is subject to any rate exchange loss as determined by Bank. Customer agrees to sell any canceled or rejected payment order to Bank at the then-current applic abl e foreign currency buy rate.
b. Remittance Transfer Provider. If Customer is at any time classified as a Remittance Transfer Provider under Regulation E, Customer represents, warrants and agrees that:
(i) Customer shall be responsible for perform ing and comply ing with the requirements of 12 CFR Part 1005, including, but not limited to, providing disclosures to the consumer (sender), the error resoluti on procedures , the provision of any remedies to the consumer, and the cancellation and refund of remittance transfers;
(ii) Bank is acting as an agent and not as a Remittance Transfer Provider when performing activities on behalf of Customer; and

(iii) Even if Bank is deemed a Remittance Transfer Provider under applicable law, Customer shall take all actions necessary to comply with the obligations of a Remittance Transfer Provider.

Customer agrees to indemnify and hold Bank harmless from and agains t any and all loss, liability, damage, costs and expenses (including attorneys’ fees) that Bank may sustain in reliance on Customer’s representations and warranties set forth in this Agreement.

7. Reverse Wire Transfers.
a. Authorized Debits. If requested by Customer and agreed to by Bank , Customer authorizes Bank to debit Customer’s account(s) with Bank upon receipt of a Fedwire drawdown request, and to send funds to the requesting bank. Each transfer will be done on the Business Day Bank receives the incoming request from the r equesting bank if the reques t i s received within a reasonable time to determine whether Customer’s Account has sufficient available funds and to obtain access to the Federal Reserve network prior to the close of business.
b. Reverse Wire Funding. Customer acknowledges and agrees that Bank may reject any reverse wire request in excess of the collected and available balance. Requesting bank will be notified if the request is rejected by Bank.
c. Wire Transfer Numbers. Customer’s obligation to pay Bank the am ount of the funds transfer in the event that the Fedwire message does not identify the same account or financial institution is not excused in suc h circumstances. When names and numbers are inconsistent, the numbers shall control. With respect to incoming wire transfers that do not indicate an account number recognizable to Bank, Bank may return the wire transfer to the sending financial institution without incurring any liability .

Customer does not have the right to reverse, adjust or revoke any Fedw i r e message after it is received by Bank; however, Bank will use reasonabl e efforts to act on such a request by Customer to reverse, adjust or revok e such message before Bank has sent the outgoing wire transfer. Wi th respect to an outgoing wire transfer already transmitted by Bank, Bank shall, at Customer’s request, request the receiving financial instituti on to return funds previously transferred. Customer understands and agr ees that the receiving financial institution may or may not comply with any s uc h request.
d. Authorizations. Customer’s authorization for reverse wire requests shal l remain in effect until Customer gives written notice to Bank. Bank will have a reasonable time to act on any written notice received from Customer. e. Limitation on Bank’s Liability. In consideration of Bank’s complianc e with this authorization, Customer agrees that Bank’s treatment of any authorized debit , and Bank’s rights with respect to it, shall be the sam e as if the entry w ere initiated personally by Customer. Bank shall have no liability if any authorized debit is dishonored.

8. Additional Limits on Bank’s Liability. Bank is responsible only for performing the Services described in this Section. Bank shall not be responsible for the acts or omission of Customer, any Federal Reserv e Bank or other financial institution, any transmission or communicati on or any other person, and no such person shall be deemed to be Bank’s agent under this Agreement.

F. DATA TRANSLATION SERVICES

1. Introduction. Bank may provide electronic data integration, cus tom formatting, or data translation ("Data Translation Services") to electronically streamline the exchange of payments, remittance and other information between Customer and Bank and between Customer and its trading partners. If requested by Customer and agreed to by Bank, Bank will provide Data Translation Services in accordance with this Agreement and other procedures provided to the Customer. Customer agrees that Data Translation Services shall be governed by this Section and all other relevant sections of this Agreement.

2. Scope of Services. Data Translation Services may be used by Customer to initiate and receive payments using multiple payment channels or networks , which may include, but are not limited to, ch ecks, wire transfers, ACH, virtual card, SWIFT, Real-Time Payments (RTP), Zelle, Visa or Mastercard, and to provide and receive busines s communications such as remittance data, payment data, invoices , confirmations, orders, or other information in Customer’s preferred form at.

In order to obtain Data Translation Services, Customer must maintain an analyzed demand deposit account with Bank.

3. Entry Origination/Processing Dates/Deadlines. Customer may from time to time deliver to Bank requests to format information for paym ents and/or other data translation via the agreed upon means (collectively , “Data Translation Request(s)”). All Data Translation Requests shall conform to the content, format, deadlines and other specifications that m ay be established by Bank or a third- party software program approved by Bank for use with the Service. Bank may establish different deadlines for Data Translation Requests depending on the method of delivery empl oy ed by Customer and all such deadlines are subject to change. Bank m us t receive Customer’s Data Translation Requests at or prior to the deadli ne established for processing on the Business Day of receipt. Data Translation Requests received after the deadline will be processed on the next Business Day. Customer will be notified if a Data Translati on Request is rejected in accordance with procedures established by Bank.

Customer represents and warrants that all information in each Data Translation Request delivered to Bank by Customer shall be accurate, timely, authorized and will otherwise comply with all applicable laws, rules and regulations.

4. Content and Transmission of Information. Data Translati on Requests are only designed to respond to information provided by Customer. Accordingly, any inaccuracy in any information provided by Customer may result in unintended processing by Bank. Bank bear s no responsibility for detecting or reporting any error in data supplied by Customer and shall not be liable to Customer for any information prov i ded by Customer with respect to a Data Translation Request which is inaccurate, incomplete, duplicative or otherwise incorrect. Customer shal l retain data on file adequate to permit Customer to remake each reques t for at least ten (10) Business Days following the date a file is sent to Bank and shall provide such data to Bank on request. Customer acknowledges that Bank has no obligation to maintain back-up copies of requests or other information delivered by Customer to Bank. Customer acknowledges that Data Translation Services may involve the transmission of confidenti al consumer information that may be subject to privacy laws and regulati ons , including breach notification regulations. Customer agrees to notify Bank if Customer sends or receives protected health information as part of D ata Translation Services. If Customer is the recipient of misdirected information, Customer shall immediately notify Bank and return the information to Bank. Customer agrees not to retain, use, copy, distribute or otherwise disclose the information in any manner.

5. Payment Requests. Customer agrees that its requests to initiate payments utilizing Data Translation Services shall be governed by thi s Section, the sections of this Agreement governing the applicable pay m ent mechanism, and all other applicable laws, rules and regulations gover ni ng the relevant payment mechanism. Customer authorizes Bank to exec ute all electronic and check payment requests (“Payment Requests”), and settle to the Customer’s account all Payment Requests, delivered to Bank in compliance with the terms of this Agreement, including the security procedures. Customer is solely responsible for initiating the Payment Requests sufficiently in advance to meet Customer’s contractual obligations to its vendors and/or its customers. Bank shall not be responsible for any late payment or finance charges that may result from Customer’s failure to allow sufficient lead-time.

a. Electronic Payment Requests. Depending on the scope of the D ata Translation Services solution offered by Bank, Customer may from tim e to time request that Bank initiate electronic payments using the ACH , c ard, SWIFT and Zelle networks, The Clearing House system, the wire transfer system or other electronic funds transfer system (“Electronic Payment Requests”). Except as may be provided elsewhere, Customer may not amend or revoke Electronic Payment Requests after they have been received by Bank. Customer acknowledges that the rules of NACHA and other electronic funds transfer systems may make any credit provisional until the financial institution crediting the account of the beneficiar y specified in an Electronic Payment Request receives final settlement and that if the financial institution does not receive final settlement, it is entitl ed to a refund and Customer shall be deemed not to have paid the beneficiary. Electronic Payment Requests with settlement dates of mor e than thirty (30) calendar days from receipt will not be processed unl es s prior arrangements have been made. Customer authorizes Bank to us e whatever means Bank, in good faith, deems reasonable under the circumstances to execute each Electronic Payment Request, includi ng selection of a funds transf er system, routing and means of transmission. b. Check Payment Requests . Customer may from time to time reques t that Bank print checks and related remittance information (“Check Payment Request(s)”) and issue and distribute such checks and information. Customer shall designate the account(s) from which Bank is to make payment (“Payment Account”) and shall maintain a sufficient balance in the Payment Account to fund its Check Payment Requests . T o mitigate against fraud, Bank requires that Customer utilize Bank's Positive Pay Services in conjunction with the Payment Account. Customer agr ees that checks drawn in a manner consistent with a Check Payment Reques t shall be duly authorized to the same extent as a check drawn and signed by Customer and is properly payable by Bank. Customer authorizes Bank to deduct the Payment Account in the amount of the Check Payment Request. If there are insufficient funds in the Payment Account to m ak e a Check Payment Request, Bank may in its sole discretion either refuse to make the payment or make the payment and overdraw the Payment Account. In either event, Customer shall incur fees as disclosed by Bank in the account agreement and related fee schedules and other disclosur es .

Customer has no right to reverse, adjust or revoke any Check Paym ent Request after it has been received by Bank. Bank will, however, mak e reasonable efforts to act on such a request by Customer. If Check Payment Requests relate to printing checks drawn on another financ i al institution’s account (“Off-Us Checks”), Customer acknowledges that Bank shall not be liable for any fraudulent or unauthorized activity that may ar i s e from the use of such Off -Us Checks. If Check Payment Requests relate to printing payroll checks, Customer acknowledges that Ban k shall only print payroll checks and shall not be responsible for any other aspec t of payroll processing, including, but not limited to, producing IRS Form W - 2s, 1099s or other payroll -related tax documents. In addition, Custom er represents and warrants that it shall not include any social security numbers in the Check Payment Requests for payroll checks and agr ees to indemnify and hold Bank harmless if the checks or check stubs ar e printed with social security numbers.

6. Security Procedures. Customer s hall comply with all security procedures established by Bank for Data Translation Services. Custom er agrees that all Data Translation Requests that involve the exchange or transmission of banking information shall only use secure transmission options supported by Bank . For some Services, such as ACH, Customer and Bank may establish alternative, comparable security procedures for accessing such Services when Data Translation Services are utilized.

Customer is solely responsible for maintaining its own int ernal security procedures to prevent errors or unauthorized access to Customer’s computer systems by unauthorized employees, vendors or customers .

Bank has no responsibility for the security procedures employed by Customer’s trading partners.

7. File Con firmation Procedures. Customer shall at all times comply with the applicable file confirmation procedures established by Bank. Fi l e confirmation procedures utilizing Data Translation Services are solely for the purpose of verifying Bank's receipt of the Payment Requests but not for identifying errors in transmission or content.
a. Control Totals. Control Totals are an elective option that allows Customer to confirm file totals of Payment Requests transmitted to Bank .

If the Control Totals option is selected by Customer, Customer shall call Bank's Audio Response Unit ("ARU") or send a data file to Bank provi di ng the total items and dollar value of the Payment Requests and any other necessary information (“Control Totals”). After Bank receives Customer ’s Payment Requests, Bank will compare the Payment Requests to the Control Totals. If the Control Totals match the Payment Requests, Bank will process the Payment Requests. Bank will not process the Pay m ent Requests if Bank does not receive conforming Control Totals on or befor e the established delivery deadline. Bank will notify Customer if the Contr ol Totals do not match the Payment Requests, or if Bank receives Payment Requests without receiving Control Totals or vice versa.

If the Control Totals opti on is not selected by Customer, upon Bank’ s receipt of Customer’s electronic payments via a data file, Bank shall send an acknowledgement to Customer confirming receipt and acceptanc e of Customer’s Payment Requests. If Customer identifies errors in the content or transmission of Customer’s Payment Requests, or if Customer does not receive an acknowledgement from Bank, Customer agrees to notify Bank immediately. Depending on the payment deadlines, Bank m ay be able to delete or reverse processing of Payment Requests. b. Payables File Manager. Payables File Manager is an elective Servic e that allows Customer to confirm that Bank has received Customer’s files.

Using SinglePoint® or other applications or systems as may be introduc ed by Bank, Customer may view the status of Data Translation files sent by Customer to Bank . If Customer selects this Service, Customer agrees to promptly and regularly review the status of all files displayed in the Payables File Manager and to notify Bank immediately if any files sent by Customer were not received by Bank. Depending on the payment deadlines, Bank may be able to del ete or reverse processing of Payment Requests. Customer bears sole responsibility for any inaccurate or incomplete information sent to Bank if Customer fails to notify Bank prior to Bank's processing of Customer's files.

8. Supplier Prefer Pay. If select ed by Customer and agreed to by Bank , the Supplier Prefer Pay Service provides an electronic payment enrollm ent and storage solution, which also allows use of the stored data for pay m ent origination.

Customer’s suppliers or trading partners (“Suppliers”) may elect to enrol l in a program to receive payment from Customer via ACH or alternati v e payment methods that may include, but are not limited to, virtual cards (account without the issuance of a physical credit card) and checks . As part of this Service, Bank will: (i) provide online enrollment for Suppli er s to register to receive payment from Customer, including the option for Supplier to provide a preferred email address to receive remittanc e information; (ii) contact Suppliers (with contact information provided sol el y by Customer) via telephone, email or regular mail to describe the suppli er enrollment service and solicit their participation; (i ii) support Supplier enrollment; and (iv) at Customer’s election, securely store Supplier’ s banking information. Customer will designate one or more System Administrator(s) responsible for establishing internal security procedur es , including, without limitation, setting up and maintaining access to the Service. Customer shall be solely responsible for conducting th e necessary due diligence to vet Customer’s Suppliers and to ensur e that only legitimate Suppliers of Customer enroll in the Service. Bank recommends that Customer establish and utilize robust security procedures in accordance with the guidelines provided by Bank in the Implementation Documents. If Customer declines Bank’ s recommendation, Customer agrees it will be precluded from asserting any claims against Bank for unauthorized payments, except with respec t to claims caused by Bank’s own lack of good faith or failure to exercis e ordinary care.

Customer acknowledges and agrees that use of the Service may be affected by external factors beyond Bank’s control. Interruption of the Service or performance hereunder for any reason shall not reliev e Customer of its obligation to make timely payment to Suppliers, and Bank shall not incur any liability to Customer for Customer’s failure to timely make any such payment to Suppliers. Customer agrees to indemnify , defend and hold Bank harmless from and against any and all claims, demands, expenses, losses, liabilities, and damages, includi ng reasonable attorney fees and court costs at trial or on appeal that ar i s e directly or indirectly out of any payments made by Customer using the enrollment information f urnished by Customer, Suppliers or any other party on behalf of Supplier.

G. CASH VAULT SERVICES

1. Introduction. The Terms “cash”, “coin” and “currency” as used herei n shall refer to coin and currency of the United States and certain for ei gn currencies accepted by Bank.

2. Foreign currency. Customer shall not deposit any foreign currenc y unless Customer has obtained Bank’s prior approval. Bank reserv es the right, in its sole discretion, to impose restrictions on, or discontinue acceptance of, foreign currency deposits. Section IV.G.5 below does not apply to foreign currency processing. Foreign coin shall not be acc epted for deposit by Bank under any circumstances.

3. Account. All deposits of coin, currency and checks will be credited to, and all withdrawal s of coin, currency and checks will be debited agai ns t, Customer’s deposit account at Bank (the “Account”) which Customer has designated as being covered by the Services described herein. Custom er agrees that it shall not deposit any items, instructions or objects other than coin, currency and checks as outlined in this Agreement and agrees to assume any and all risk of loss associated with tendering items not specified herein.

4. Deposits.
a. Customer shall supply and maintain tamper -evident disposable plas ti c bags used for deposits. Plastic bags shall be sealed according to manufacturers’ instructions and addressed to the appropriate secur ed facility specified by Bank. Customer will prepare deposits as follows :
(i) currency will be batched separately from checks with each currency and check batch accompanied by a deposit ticket fully completed by Custom er ; (ii) currency will be banded with 100 notes of the same denominati on whenever possible; (iii) deposits will be delivered by Customer’s appr ov ed carrier to the secured facility specified by Bank; and (iv) to receive same- day credit, deposits must be made prior to the daily deadline establis hed by Bank from time to time, and any deposits received by Bank after i ts deadline may be considered to have been received on the next Business Day. Foreign currency deposits do not qualify for same-day credit and are subject to Bank’s prevailing exchange rates .
b. Bank will process Customer’s deposits as follows: (i) deposits will be receipted and conditional (subject to verification) credit assigned bas ed on the amount identified on the deposit ticket; (ii) deposit tickets that ar e missing, blank or do not contain legible "declared balances" are subj ec t to delayed ledger credit of one Business Day; and (iii) coins and currency wi l l be counted and Bank’s count will be the valid and controlling count. c. For U.S. currency, if there is a coin and currency variance of more than USD 10 from the declared balance on Customer's deposit ticket, Bank shall adjust Customer's coin and currency deposits through a separ ate debit or credit to Customer's account. Any such adjustment shal l not be reflected on Customer's deposit ticket. Deposit tickets containing a declared total that includes check deposits may require a separate and additional adjustment for any variances t o Customer's check deposits. If there is a coin and currency variance of USD 10 or less from the declar ed balance on Customer's deposit ticket, Bank shall not make any adjustm ent to Customer's currency and coin deposits and shall credit Customer' s account based on Customer's declared balance. Upon request, Bank wil l provide Customer with any available information that may assist Custom er in reconciliation of the difference.
d. Deposited items are deemed received on the day of delivery if Bank receives the deposit prior to Bank’s established deadlines. Deposits wi l l be processed in accordance with normal Bank procedure and any applicable availability schedules. All deposits made by Customer shal l be subject to verification and adjustment by Bank. Bank’s verification shall be deemed correct and binding upon Customer for all purposes, abs ent manifest error.
e. If Customer chooses to pre-encode its checks or other items for depos i t, Customer agrees to comply with the pre-encoded deposit procedur es and specifications as may be established and revised by Bank. Customer shal l be responsible for any of its encoding errors. Bank may treat certai n deposits as unencoded deposits if there is an unacceptable rate of encoding errors.

5. Withdrawals .
a. Bank may provide Customer with U.S. currency and coin in designated denominations from time to time as requested by Customer through the Bank’s automated ordering system (“Cash Orders”). Customer must comply with all of Bank’s policies and procedures regarding the placement and delivery of Cash Orders, including, without limitation, the maintenanc e of a designated password. Customer shall be responsible for maintai ni ng the confidentiality of Customer’s password and restricting access to the system to authorized Agents. All Cash Orders will be charged to the account designated by Customer and must be picked up by Customer ’ s Agent or sent by registered mail to a street address. Only approv ed carriers may pick up Cash Orders directly from a cash vault operated by Bank. Bank may release any Cash Order to any individual that Bank reasonably believes to be Customer’s Agent. Customer shall be responsible for any Cash Order after receipt thereof by the Agent. Bank may specify a daily Cash Order limit and Customer agrees that it will not initiate a Cash Order in excess of the designated limit. In no event shal l Customer initiate a Cash Order in excess of the immediately availabl e funds in the designated account.
b. Customer may order currency and coin from Bank as follows:
(i) The preferred order for currency is in standard full strap (100 banknotes) quantities only.
(ii) Coin may be ordered in standard full box units (50 rolls), individual rolls or loose standard bags only.
(iii) A charge for the face value of the monies ordered will be made to the Account on the day the order is processed by Bank.
(iv) Orders for coin and currency must be placed no later than the deadline established by Bank from time to time for release to Customer’s Agent on the same or next Business Day. Depending on Customer's location, select cash vault sites may require a multiple-day lead time or more for coin and currency orders. (v) Bank must be notified of any discrepancies pertaining to coi n or currency orders within two Business Days of receipt by Customer of such coin or currency. Customer must return documentati on to back-up outages such as plastic change order bag, currency str ap, coin wrapper and/or box.

6. Processing. Bank will provide processing on all Business Days. Cash Vault Services using third-party applications with time- stamp data are for informational purposes only and may not reflect actual timing of recei pt, posting or verification of Customer's deposits by Bank. Bank shall not be liable for any inaccurate or incomplete information with respect to suc h time-stamp data provided to Customer.

7. Carrier Service. Any carrier service utilized to deliver or obtain coin, currency or other property to or from Bank, including, without limitation, a common carrier , will a ct as the agent of Customer and not of Bank .

Customer and carrier shall agree upon the pickup and delivery days and times. Customer will bear the entire risk of loss of coins, currency, ch e cks or other property of Customer when in the custody or control of Customer’s carrier service.

8. Cash Shipping Solution. If this Service is selected by Customer and agreed to by Bank, Bank may rent a caller box at the United States Pos tal Service (USPS) post office and, on Customer's behalf, engage an armored carrier, each of which. shall be deemed Customer's Agent , to retriev e Customer's deposits from the caller box for delivery to Bank and to deli v er Customer's coin and currency orders to the USPS. Customer agr ees to implement and properl y use any and all security procedures prescribed or recommended by USPS and Bank and agrees to hold Bank harmless fr om any claims or losses arising from Customer's failure to implement and properly use any such prescribed or recommended security procedur es .

Bank recommends that Customer limits its deposits and orders to $2500 per mailer, but regardless Customer bears the entire risk of loss of coins , currency, checks or other property of Customer until received at, or upon pick up from, Bank's cash vault. Customer shall be solely responsible for any investigation of a loss suffered prior to delivery to, or after pickup fr om , Bank's cash vault and Bank shall have no obligation to participate in s uc h investigation.

9. Representations. Customer represents and warrants to Bank that ( a) all funds deposited with Bank will be the proceeds of, and all funds order ed and withdrawn from Bank will be intended for use in, Customer’s lawful activities and (b) all of Customer’s transactions hereunder will be conducted solely on Customer’s behalf and not on behalf of any other person or entity.

10. Regulatory Compliance. Upon request, Customer shall immediatel y provide Bank with any information and shall otherwise cooperate with Bank in every way necessary in order to enable Bank to fulfill its obligations with respect to the reporting of transactions in coin and currency or any other regulatory requirement.

11. Use of and Access to Cash Vault Services. Customer acknowledges and agrees that Cash Vault Services are to be used exclusively for its benefit and, absent prior written approval by Bank , Customer will not permit third parties, including non- Customers or other Agents of Customer (excluding approved carriers or agents making cas h deposits into a Customer’s account at Bank and agents ordering cas h on behalf of a Customer), from accessing or otherwise using any Cash Vaul t Services offered by Bank.

H. U.S. BANK EASYTAX
SM

SERVICES

1. Authorization; Enrollment. If the EasyTax Service is requested by Customer and agreed to by Bank, Bank will electronically enroll Custom er in the Electronic Federal Tax Payment System (EFTPS) if Customer desires to make federal tax payments via EFTPS. Electronic enrollm ent will allow Bank to process Customer’s tax payments in compliance with EFTPS through Bank’s tax payment system only. If Customer choos es to pay federal taxes by any other means, payments may not be EFTPS compliant. Customer understands that Bank’s EFTPS enrollment for m 8655 does not replace the EFTPS form 9779, which is sent to mandated companies by the Internal Revenue Service. Customer may also use the EasyTax Service to make state and/or local municipality tax payments in jurisdictions that support such payments . Customer agrees that the EasyTax Service shall be governed by this Section and all other relevant sections of this Agreement.

2. Submission of Information. Customer shall furnish Bank with complete and accurate master file information which shall enable Bank to file tax deposits via ACH with the appropriate tax authorities in a timel y manner. The Service provided by Bank hereunder shall be based solel y upon the information furnished by Customer to Bank. Accordingly , any inaccuracy in any informati on provided by Customer may result in unintended processing by Bank. Customer bears sole and exclusiv e responsibility to verify that the information provided to Bank is compl ete and accurate. Bank bears no responsibility for detecting or reporting any error in data supplied by Customer and shall not be liable to Customer for any information provided by Customer with respect to information that i s inaccurate, incomplete or otherwise incorrect. The Service provided hereunder does not relieve Customer of any duty imposed on Custom er by law to maintain records or from verifying and, if necessary, immediatel y correcting in writing all data received from Bank relating to the Servic e.

Customer agrees to be bound by any instructions, whether or not authorized, i ssued in its name and accepted by Bank in accordance with the agreed procedures. Customer shall indemnify and hold Bank harmless from and against all liability, loss and damage (including attorneys’ fees and other costs incurred in connection therewith) arising out of the use of information provided by Customer.

3. Requests for Payment. Requests for payment to tax authorities mus t be made in accordance with instructions which Bank shall provide Customer, which may be amended by Bank from time to time at i ts discretion, and will be considered complete only if actually received by Bank. All tax deposits must be initiated at least one Business Day in advance of the due date, otherwise deposits may be subject to federal or state penalties. Any request by Customer to make tax deposits hereunder shall be submitted to Bank prior to the daily cut -off time established by Bank from time to time. Any such request received by Bank after its dail y cut-off time may be processed on the next Business Day. In the event that an ACH Entry is rejected or returned by an ACH processor for any reas on whatsoever, Bank will give Customer notice of any rejected or returned ACH Entry in the usual manner agreed to by the parties. Bank shall hav e no liability for any delay caused by strikes, telephone failure, equipment or electrical failure, or any other condition beyond the reasonable control of Bank.

4. Receipt of Funds. Funds received by Bank from Customer shal l be held as a deposit liability of Bank to Customer until such time as such funds are due and paid to the appropriate tax authorities. Customer is not entitled to interest on such funds and Bank may invest such funds solel y for Bank’s benefit.

5. Account. Customer shall maintain with Bank a commercial demand deposit account in which Customer shall maintain immediately avail abl e funds in an amount sufficient to cover all tax deposits and fees char ged by Bank for the Service hereunder. Failure by Customer to maintain suc h funds shall relieve Bank from providing such Service, notwithstanding any request by Customer to provide the Service.

6. Liability. Bank shall not be liable for any penalties assessed by reas on of failure of Customer to make any tax payments. Interruption of the Service or performance hereunder for any reason shall not reliev e Customer of its obligation to make any required tax deposits, and Bank shall not incur any liability to Customer for Customer’s failure to make any such deposit. If Customer elects to make a tax deposit by any means

other than through Bank, Bank shall not be liable for any penalties or interest arising from any error in due date or other calculations for depos i ts made within the period in which such other deposit was made. Bank may choose to provide its EasyTax Service through a third-party vendor. Bank and its third-party vendor's liability to Customer is limited to correcting any error made by the Bank or third- party vendor. The sole and exclusiv e remedy, at law or in equity, against Bank or third-party vendor is limited to money damages in an amount not to exceed the total amount paid to Bank for EasyTax fees during the twelve (12) months preceding the event giv i ng rise to the liability. Neither Bank nor third- party vendor will be liable for special, incidental, indirect, punitive or consequential damages. Custom er acknowledges that the EasyTax Service would not be available or woul d be available at substantially increased rates without the liability and remedy limitations set forth in this Agreement.

7. Codes. Customer shall keep confidential the a ccess and PIN codes issued to Customer in connection with the Service, and only Customer shall use such codes. If Customer suspects that any such codes hav e become known or otherwise accessed by unauthorized persons , Customer shall notify Bank immediately and follow up such notice with written confirmation. The occurrence of unauthorized access will not affec t any deposits made in good faith by Bank before Bank has received suc h notification and had a reasonable time to act to prevent any unauthori z ed deposits.

I. PAPER-BASED DISBURSEMENT SERVICES

1. Controlled Disbursement .
a. Disbursement Account. If requested by Customer and agreed to by Bank, Customer will open and maintain a demand deposit account (“Disbursement Account”) and a primary funding account (“Funding Account”) at Bank. The disbursing bank may be a financial institution that is a subsidiary or affiliate of Bank or Bank itself. Customer agrees to us e Bank's Positive Pay Services in conjunction with the use of Disbursem ent Account(s). Should Customer decline to use Bank's Positive Pay Servi c es in conjunction with the use of Disbursement Account(s), Customer agr ees that, except with respect to liability, loss or damage caused by Bank’ s ow n lack of good faith or failure to exercise ordinary care, it will be precl uded from asserting any claims against Bank for paying any unauthoriz ed, altered, counterfeit or other fraudulent item that Bank’s Positive Pay Service was designed to detect or deter. Bank also reserves the right to require Customer to execute a separate indemnity agreement related to its use of Disbursement Account(s). Customer hereby authorizes and directs Bank to act on its behalf and as its agent, as Bank in its sol e discretion deems necessary or advisable, in performing any of the Controlled Disbursement Services and related Services.
b. Funding Procedures. On each Business Day, Bank shall electronical l y provide Customer with a report of the total aggregate amount of al l presented disbursement checks and ACH transactions posted in the ear l y morning ACH window, net of the prior day adjustment and other char ges to the Disbursement Account (the "Total Clearings"). Customer agrees to maintain sufficient collected balances in the Funding Account by the established deadline to fund the Total Clearings. Bank is hereby authorized to debit the Funding Account in an amount equal to the actual or estimated Total Clearings and to transfer funds in said amount for credi t to the Disbursement Account. Bank reserves the right to convert the Disbursement Account into a standard prepaid checking account at any time upon notice to Customer.
c. Adjustments. Bank will compare the report of electronic presentments to the checks p resented against the Disbursement Account. If the total dollar amount of checks electronically reported is less than the total dol l ar amount of checks presented, Bank will credit the Disbursement A ccount for the difference. Bank will add this difference to Customer's Total Clearings the next Business Day.
d. Daily Dollar Limit. A daily dollar limit (the “Dollar Limit”) may be established from time to time by Bank with respect to the Disbursem ent Account in Bank's sole discretion. Bank shall have no obligation to pay disbursement checks and ACH transactions (collectively, " Disbursement Items") in excess of the Dollar Limit. Bank may, at any time, either ve rb ally or in writing (but shall not be deemed obligated to) notify Customer of any change made by Bank in the Dollar Limit. Establishment of the Dollar Lim i t should not be interpreted or construed by Customer as any commitm ent or agreement by Bank to provide any credit or loans to Customer, nor as an agreement or commitment to debit the Funding Account when doi ng s o would create a negative balance therein.
e. Special Circumstances. Customer acknowledges that Bank, under some circumstances beyond its control, may at times be unable to prov i de a report of the total amount of its Total Clearings early enough for Customer to make a complete and acceptable funding of the accounts .

Customer nevertheless agrees to fund the Funding Account completely by using an estimate of the Total Clearings.
f. Action Affecting Accounts. Should Bank receive any process, summons , order, injunction, execution, levy, lien, garnishment, or adverse claim notice (either by a governmental authority or third party) (hereinafter referred to as “Process”), which Bank reasonably believes will advers el y affect the Funding Account or the Disbursement Account, Bank may, at i ts option and without liability, refuse to honor orders to pay or withdraw sum s from any Disbursement Account and may either hold the Funding Acc ount balance herein until such Process is disposed of to the satisfaction of Bank or pay the balance over to the source of the Process in accordance w i th applicable law.
g. Return of Disbursement Items Unpaid. Bank reserves the right, in Bank’s sole discretion, to return unpaid any or all Disbursement Item s presented for payment against the Disbursement Account in the event that:

(i) there are insufficient collected and available balances on depos i t in the Funding Account by the established deadline to fund the Total Clearings;
(ii) debits cannot be posted because the Disbursement Account or Funding Account is frozen, blocked, closed or because of any other condition; or
(iii) any communications failure or other condi tion prevents Bank fr om monitoring Customer’s Dollar Limit and/or the Disbursement I tems presented for payment.
h. Stop Payment Orders. Customer may issue stop payment order s on Disbursement Items drawn on the Disbursement Account in accordanc e with Bank's procedures.

2. Warrant Services.
a. Warrant Account. If requested by Customer and agreed to by Bank , Customer shall open and maintain a demand deposit account upon whi c h warrants shall be drawn and will be charged (the “Warrant Account”) .

Customer shall maintain on deposit sufficient collected and availab le balances to cover items drawn on the Warrant Account.
b. Warrant Format. All warrants shall contain on the face of the item the words “warrant” and “payable through U.S. Bank.” Customer will als o encode all warrants in accordance with Bank specifications. Custom er agrees to immediately make any changes to the format of the warrants or encoding when requested to do so by Bank and will be solely responsibl e for its failure or refusal to comply with Bank's specifications. Any warrant drawn by Customer on the Warrant Account shall be treated by Bank as a warrant regardless of what appears on the face of the warrant and Customer shall hold Bank harmless as a result of so handling any s uc h item.
c. Presentment and Return. Bank shall make warrants presented to Bank available to Customer via electronic presentment. Bank shall notify Customer by electronic means of the account number, warrant number and dollar amount of all presented warrants and provide Customer with a front and back image of each warrant rec eived by Bank. Bank's deliver y of the images shall constitute an electronic presentment under the Unifor m Commercial Code, Federal Regulation CC and other applicable laws .

Warrant Services are additionally subject to the Reverse Positive Pay terms contained elsewhere in this Agreement. Customer shall notify Bank of each warrant that should be returned in the form agreed to by Bank and Customer. If Customer does not specifically decline payment of a warr ant by the deadline established by Bank, such warrant will be finally paid by Bank. Customer acknowledges that warrants payable through Bank ar e considered to be drawn on Bank for purposes of the expeditious retur n and notice- of-nonpayment requirements of subpart C of Regulation C C of the Federal Reserve Board. If Bank agrees to return a warrant following Bank's deadline, Customer agrees to be responsible for Bank's failure to return the warrant in an expeditious manner as prescribed in Regulation CC. Bank shall be deemed to have made timely presentm ent to Customer with respect to any warrants that Bank receives at a time when it is prevented from making presentment to Customer as a result of any force majeure event illustrated in Section II.22.
d. Examination of Warrants. Bank shall have no responsibility to exam i ne warrants prior to presentment to Customer for its payment decision. Bank will take ordinary care to see that the amount of each warrant as draw n i s accurately posted to Customer's account. Bank will not make any attem pt to verify signatur es, endorsements or restrictive clauses on warrants .

Bank will not examine the dates on which warrants have been draw n for undated, stale or post -dated items. Bank shall have no responsibility for any liability, loss or damage resulting from (i) a payment in accordanc e with this Section of any warrant that is altered or unsigned or that bear s the forged or unauthorized signature of Customer or (ii) return of any c hec k to the depository bank in accordance with this Section. e. Encashment of Warrants. Unless otherwise instructed by Custom er , Bank is authorized to pay warrants issued by Customer that are pres ented for encashment by payees. Bank will not be liable for the encashment of any warrant which contains, or is purported to contain, a forged signatur e of a maker or endorser, or any other unauthorized modification, as l ong as Bank exercises ordinary care in cashing the warrant.

J. POSITIVE PAY SERVICES

1. Introduction. Positive Pay Services are offered by Bank as the most effective way to minimize loss from fraudulent check issuance or paym ent.

If Positive Pay Services are requested by Customer and agreed to by Bank, Customer and Bank agree that in the event of an inconsistenc y between this Agreement and applicable law, the provisions of this Agreement shall prevail to the extent permitted. Nothing in this Agreem ent is intended to limit Bank’s right to return an item unpaid if there ar e insufficient available funds in the designated account.

2. Format Specifications. Customer shall comply at all times with Bank’s format and data transmission standards for the Positive Pay Service.

Customer agrees to issue checks, warrants , drafts or other items (collectively, “Items”) in accordance with Bank’s specifications and will change the Item f ormat when requested to do so by Bank. Bank shal l not be responsible for correcting or resolving processing problems caus ed by substandard quality magnetic encoding.

3. Positive Pay.
a. Customer Responsibilities. Customer shall designate to Bank all account(s) that are to be used with the Positive Pay Service (“Positiv e Pay Account(s)”). Customer will provide Bank with a file of all outstanding Item s prior to activation of this Service. On each day that an Item is written against the Positive Pay Account, Customer shall supply Bank with all required Item issue information prior to the deadline established by Bank .

Such information shall include, without limitation, the account number , the issue date, the Item number and the dollar amount. Customer shall be responsible for the accuracy and completeness of all information prov i ded to Bank. Customer agrees to review all Positive Pay Exception Items (as defined below) each Business Day.
b. Bank’s Responsibilities. In reliance on the information provided by Customer, Bank shall create a master issue file for each designated Positive Pay Account (“Issue File”). If ARP File Confirmation Service is selected by Customer, Bank shall process the Issue File and provide a confirmation to Customer that the Issue File was received and proces s ed.

Excluding valid stop payment orders and issue records voided by Customer request, all Items, including those that have been electronical l y converted, that match by Item number and dollar amount to Bank’s Iss ue File will b e deemed properly payable and Bank is authorized to pay al l such Items.
c. Positive Pay Exceptions . Each Business Day, Bank shall mak e reasonable efforts to report to Customer any Item that does not matc h the Issue File ( each, a “Positive Pay Exception”) and, if requested and available, provide the front and back images of those Items for that day’ s presentment; provided, however, no images shall be provided in the c as e of electronically converted I tems. Customer agrees to review and m ak e payment decisions on the Positive Pay Exception Items prior to Bank’ s established deadline each Business Day. If Customer selects the Positi v e Pay Same Day service for controlled disbursement accounts, Custom er shall receive and may make payment decisions on Positive Pay Exception Items prior to the Items posting to the controlled disbursement accounts or defer payment decisions until the established deadline on the nex t Business Day. As the most effective fraud- protection setup, “return all” shall be the initial default setup for all Positive Pay Exception Items. Under the “return all” setup, Bank is authorized to return any Positive Pay Exception Item unless Customer instructs Bank to pay a Positive Pay Exception Item prior to the established deadline. As an alternative to the “return all” setup, Customer may select "pay all" as its default setup for Positive Pay Exception I tems, in which case Bank is authorized to finall y pay any Positive Pay Exception Item unless Customer has instructed Bank to return the Positive Pay Exception Item prior to the established deadl i ne.

If Customer selects “pay all” as its default setup, Customer agrees to execute any further documentation required by Bank. Customer shall indemnify and hold Bank harmless from and against any and all claim s , demands, damages, losses, liabilities, penalties and expenses (includi ng, without limitation, reasonable attorney fees and court costs at trial or on appeal) arising directly or indirectly from Customer’s selection of “pay all” as its default setup. Bank may rely on any instructions received from Customer that Bank reasonably believes to be genuine. Except with respect to liability, loss or damage caused by Bank’s own lack of good fai th

or failure to exercise ordinary care, Bank shall have no responsibility for any liability, loss or damage resulting from:
(i) payment in accordance with this Section of any Positive Pay Exception Item that is altered or unsigned or which bears the forged or unauthorized signature of Customer;
(ii) the return of any Positive Pay Exception Item to the depositor y bank in accordance with this Section; or
(iii) Customer’s failure to meet Bank’s established deadlines .

Customer may be required to place a stop payment order on any returned Positive Pay Exception Item, which shall be subject to Bank’s customary stop payment fee. Bank’s failure to repor t a discrepancy will not discharge Customer’s obligation with regar d to any Item and shall not obligate Bank to return any Item if it is otherwise properly payable.
d. Teller Positive Pay. All Positive Pay Accounts will interface with the Bank’s teller system unless requested by Customer . Bank will compar e Items presented for cash at a branch of the Bank with Customer’s Is s ue File. Customer acknowl edges that under some circumstances issuanc e information submitted by Customer may not be reflected in Customer’s Issue File until the opening of the following Business Day. Customer agrees to follow Bank’s established procedures should it need to manual ly add an Item to the Issue File. Bank will make reasonable efforts to assi s t Customer, but Customer acknowledges that Bank may be unable to process such requests on a same-day basis. If a special handling proc es s for teller-cashed items is selected by Customer and agreed to by Bank , Bank shall attempt to contact Customer for approval prior to the encashment of any item that does not appear in the Issue File. Custom er agrees that Bank, in its sole discretion, may refuse to cash any Positi v e Pay Exception Item and such refusal will not be deemed to be a wrongful dishonor. In the event of dishonor, Bank will refer the presenter to Customer. In the event that Customer requests Bank not activate or temporarily deactivate Teller Positive Pay, Customer agrees to assum e al l risk of loss for any Bank teller-cashed Item that would have been identi fi ed as a Positive Pay Exception Item prior to acceptance.
e. Teller Payee Positive Pay. If Customer selects the Teller Pay ee Positive Pay service, payee name(s), in addition to the Issue File information, will be verified at Bank's teller lines. Customer shall include in the Issue File the payee name(s) for each Item issued by Customer .

Customer shall be responsible for the accuracy and completeness of the payee infor mation provided to Bank. In reliance on the payee informati on provided by Customer, Bank will compare the payee information on the Item presented for encashment at a Bank teller line with Customer’s Is s ue File. Customer acknowledges that Bank will not be able to validate pay ee information if payee information is not provided for a particular Item or for electronically converted Items presented to Bank for payment. Custom er acknowledges that , under some circumstances , issuance informati on submitted by Customer may not be reflected in Customer’s Issue File unti l the opening of the following Business Day. Customer agrees to follow Bank’s established procedures should it need to manually add an Item to the Issue File. Bank will make reasonable efforts to as sist Customer, but Customer acknowledges that Bank may be unable to process suc h requests on a same- day basis. If a special handling process for teller - cashed items is selected by Customer and agreed to by Bank, Bank shal l attempt to contact Customer for approval prior to the encashment of any item that does not appear in the Issue File. Customer agrees that Bank , in its sole discretion, may refuse to cash any Positive Pay Exception Item , including where the payee name is not an exact match and such refus al will not be deemed to be a wrongful dishonor. In the event of dishonor , Bank will refer the presenter to Customer.
f. Payee Positive Pay. If Customer selects this option, which is availabl e only through SinglePoint®, Customer’s Item stock may first be tested to ensure it meets Bank’s payee name readability rate. Customer shall designate to Bank all Positive Pay Accounts that shall use Payee Positi v e Pay. In addition to the Issue File information provided by Customer for the Positive Pay Service, Customer shall include in the Issue File the pay ee name(s) for each Item issued by Customer. Customer shall be responsible for the accuracy and completeness of the payee informati on provided to Bank. In reliance on the payee information provided by Customer, Bank will compare the payee information on the Item with Customer’s Issue File for Items presented or deposited at Bank. Customer acknowledges that Bank will not be able to validate payee information for electronically converted Items presented to Bank for payment. Bank m ay , in its sole discretion, impose variable parameters for which the pay ee information will not be revi ewed for certain Items processed through the back office. If such parameters are imposed, Bank agrees to assum e the risk of loss for an Item that would have been identified as a Positive Pay Exception solely on the basis of the payee information.

4. Reverse Positive Pay .
a. The Paid File. Customer shall identify all accounts subject to Rever s e Positive Pay (“Reverse Positive Pay Account”). When an Item is presented for payment against an identified Reverse Positive Pay Account, Bank shall notify Customer prior to the designated time, and i n no case later than the Business Day following the day of presentment, of the Reverse Positive Pay Account number, Item number and amount of the presented Item (the “Paid File”) and, if requested and available, shal l provide Customer with the front and back images of the Items. By elec ti ng Reverse Positive Pay, Customer assumes all fraudulent and other risk s associated with teller-cashed Items , except as may be caused by Bank’ s own lack of good faith or failure to exercise ordinary care, unless Customer provides standing instructions to Bank to disallow encashment at the tel l er line.
b. Payment Instructions. Customer shall compare the informati on provided by Bank with Customer’s Item issuance records. Customer shal l notify Bank prior to the deadline established by Bank of Customer’s decision on any reported Items that should be dishonored. Bank may rely on any instructions received from Customer that it reasonably believes to be genuine. Bank is authorized to finall y pay any Item listed on the Pai d File unless the Customer instructs Bank to return the Item prior to the established deadline. Except with respect to liability, loss or damage caused by Bank’s own lack of good faith or failure to exercise ordinar y care, Bank shall have no responsibility for any liability, loss or damage resulting from (i) a payment in accordance with this S ection of any Item that is altered or unsigned or which bears the forged or unauthori z ed signature of Customer or (ii) return of any I tem to the depository bank i n accordance with this Section. Bank reserves the right to require Custom er to place a stop payment order on any Item to be returned. Any such order s will be subject to Bank’s customary stop payment fee. Customer shal l notify Bank by the designated deadline if the Paid File has not been received from Bank. Bank will make reasonable efforts to provide the Pai d File to Customer and honor Customer’s instructions. Bank’s failure to provide a Paid File will not discharge Customer ’s obligation with regar d to any Item that was otherwise properly payable at the time of presentment.

K. LOCKBOX SERVICES

1. Lockbox Service Requirements. Bank provides wholesal e, scannable wholesale and property management Lockbox Services, as well as E -Lockbox Services to assist customers in expediting receipt of their remittances. Customer will have its customers forward thei r payments to the location designated by Bank (“Lockbox”). Prior to initiation of any Lockbox Service, Customer must maintain a demand deposit account with Bank associated with the Lockbox Service ("Loc k box Account").

2. Testing; Remittances and Envelopes. Customer shall provide Bank samples of remittances and envelopes for testing and approval prior to using such remittances and envelopes in production. After implementati on of Lockbox Services, if there are proposed changes to remittanc es and envelopes, Customer shall review the proposed changes with Bank and obtain Bank’s approval prior to use. Bank may adjust the price f or processing Customer's payments if changes are made to Customer' s remittances and/or envelopes (including remittance scan line configuration) without such prior approval. Bank may request changes i n Customer’s remittances or envelopes due to changes in law or regulati on, or as reasonably necessary due to equipment or processi ng improvements. If Customer fails to implement such changes, Bank m ay adjust the price for payment processing or cease processing Customer’ s payments as necessary to comply with law or regulation, as reasonabl y determined by Bank. Customer agrees not to provide any form of prepai d business reply mail envelopes for use with the Lockbox Services .

3. Access to Mail. Customer authorizes Bank or its agent to pick up mai l at the appropriate postal facility, to have custody of the keys or combinations and unrestricted and exclusive access to such box, and to collect the mail therein to be processed by Bank as agreed by the parti es .

Bank shall process remittances in accordance with its s tandar d procedures or in accordance with prior instructions received from Customer and agreed to by Bank. Upon termination of Customer’s Lockbox Service, mail received shall be forwarded for ninety (90) day s following termination.

4. Proprietary Rights. Bank possesses all proprietary rights to written material, including, without limitation, all computer programs written for Bank’s Lockbox processing system, portable media, listings and other documentation originated and prepared by Bank. Customer shall not duplicate, sell or use in any manner such programs or documentati on without the prior written consent of Bank.

5. Collections/Availability. Unless otherwise agreed, while Customer receives Lockbox Services, all collected funds held in the Lockbox Account shall be deemed to be Customer’s funds for all purposes , including adjustment, attachment, execution, garnishment and other for m s of legal process. The crediting and collection of items will be handl ed under the same agreement as applied to other commercial deposi ts and shall be subject to Bank's then current funds availability schedule.

6. Transmission of Information. Bank may transmit to Customer remittance information or other information received at the lockbox (“Lockbox Information”) via secure electronic transmission. Customer further acknowledges that Bank has a duty to protect Lockbox Informati on and ensure that it is s afely delivered to Customer and that Bank has deemed secure electronic transmissions to be the safest mechanism for delivery. If Customer elects to receive the Lockbox Information using other delivery means including paper remittance forwarding or Interne t delivery, Customer acknowledges that such delivery means are inherently mor e insecure and agrees to assume all risk, and hold Bank harmless from , any obligations, liability or losses that results from the nonreceipt, disclosur e, dissemination, alteration or unauthorized access of the Lockbox Information. If Customer is the recipient of misdirected Lockbox Information, Customer shall immediately notify Bank and return the information to Bank. Customer agrees not to retain, use, copy, distribute or otherwise disclose the information in any manner.

7. Image Delivery Services. Bank shall electronically store chec k images, check information, remittance information or other informati on received at the Lockbox in accordance with Bank’s record retenti on schedul e. Customer may obtain such images or information via Internet access, CDs (physical or virtual) , DVDs (physical or virtual) or file transmission, if available, at the price outlined in the fee schedule. If the images or information are sent via CD or DVD, Customer agrees to verify the contents of the CD or DVD upon receipt and request a replacement, i f necessary, within 10 days of receipt. Customer is solely responsible for safeguarding the security and confidentiality of all images and informati on that is stored on Customer’s computer systems, or printed or downloaded from the Internet, CDs, DVDs, or file transmissions.

8. Credit/Debit Card Processing. If Customer desires to provide its customers with the option of making their payments via credit card or non- PIN based debit card, Customer shall first secure approval from a pay m ent transaction processor that Bank is able to support. Credit/debit car d processing shall be subject to applicable laws, rules and regulations , and the terms of any other agreement between Customer and the pay m ent transaction processor. Customer acknowledges that Bank is acting on behalf of Customer to merely initiate the author ization of payments at the Lockbox site, and that Bank shall have no responsibility for chargebac k s , processing fees, payment disputes or other matters related to the credit/debit card transaction. Bank shall enter the credit/debit car d information using its best efforts and if adjustments are subsequentl y required, Customer shall be responsible for handling all adjustments . In accordance with the requirements of the Payment Card Industry (PCI) Data Security Standard, Customer shall not request CVV or Car d Verification Code or Value information (for example: CID, CVC2, CVV2 or CAV2) on remittance documents. Storage of this information is prohibi ted by the PCI Data Security Standard.

9. Foreign currency-denominated items and items drawn on foreign banks. If Customer desires to have non- U.S. dollar items process ed by Bank, or items denominated in U .S. dollars but drawn on a foreign bank , Bank shall handle the items within parameters established by Bank bas ed on amount, the type of currency and other consi derations outlined i n the Implementation Documents. If the item does not fall within Bank’ s parameters for processing, Bank shall return the item unprocessed to Customer or forward the item for handling as a foreign cash letter collection. If Bank provides Customer with credit at the U .S. dollar conversion rate in effect, and if the item is subsequently returned by the drawee Bank, Bank shall charge Customer’s account for the prevailing exchange rate in effect at the time of the chargeback.

10. Complian ce with Applicable Law. If specific lockbox handli ng requirements are required in order for Customer to comply with law or regulations applicable to Customer (for example, Regulation Z), Custom er agrees to immediately notify Bank of any such requirements. If Bank is unable to accommodate Customer’s specific requirements, Bank or Customer may immediately terminate the Lockbox Services.

11. Customer Responsibility. With respect to each item received at the Lockbox, Customer shall indemnify and hold Bank harmless from and against any and all claims, demands, damages, losses, liabilities, penalties and expenses (including, without limitation, reasonable attor ney fees and court costs at trial or on appeal) arising directly or indirectly: (i) from Customer’s breach of a representation or warranty under applicabl e law, clearinghouse rule, Federal Reserve Operating Circular, or other similar rules or regulations; or (ii) from any other act or omission arising out of Bank’s action or inaction taken pursuant to any request by Customer or pursuant to this Agreement. This S ection IV.K.11 shall survive termination of the Agreement.

12. Wholesale Lockbox Processing. Bank offers Wholesale Loc k box Processing services which allows for the processing of primarily busines s- to-business payments. Bank is authorized to remove and examine the contents of each envelope in accordance with Bank's wholesale loc k box servicing guidelines and shall observe the following guidelines provi ded i n this Section. Bank shall capture, format and send remittance data to Customer via information reporting or data transmission in accordanc e with the Implementation Documents.
a. Check Date. Bank will not examine any checks or other items with respect to check dates.
b. Check Amount. If Bank is unable to determine the amount of a chec k , such check will be forwarded unprocessed to Customer as an exception.

c. Payee. Checks made payable to the Acceptable Payees listed i n the Implementation Documents or any reasonable derivation thereof ar e acceptable for deposit. Checks made payable to others may be retur ned by Bank as exceptions. Customer warrants that each Acceptable Payee is either Customer, its affiliate, or an entity that has authorized Custom er to act on its behalf for the Services provided herein. If the A cceptabl e Payee is an affiliate of Customer or an entity which authorized Custom er to act on such entity's behalf, Customer represents and warrants that s uc h affiliate or entity has authorized checks payable to it to be credited to the Lockbox Account . Bank may require written authorization from any Acceptable Payee or written evidence that an Acceptable Payee has authorized Customer t o act on its behalf. If Customer designates ‘Acc ept All Payees’ in the Implementation Documents and Bank accepts suc h designation, Bank shall process all checks for credit to the Lockbox Account regardless of the payee name on the check. Such designati on may be subject to additional Bank fees. Customer agrees to indemni fy and hold Bank harmless for any claims, fines, expenses, and dam ages that arise out of Bank’s processing of checks based on Customer’s "Accept All Payees " designation.
d. Missing Signature. In the absence of a signature, Bank will proces s the check. Customer agrees to reimburse Bank if the check is subsequentl y returned.
e. Exceptions. If a check is treated as an exception, it will be forwar ded by Bank to Customer with t he remittance data, and not deposited or otherwise reflected in the account of Customer.
f. Correspondence. Any correspondence, invoices and miscellaneous enclosures which are included with a payment, as well as any envel ope that does not contain a check , will be imaged and destroyed unles s Customer specifies different instructions in the Implementati on Documents .
g. Notation. Customer agrees that Bank shall disregard any notati on on a check containing "paid in full", "lien waiver" or other restrictive notati on, whether preprinted or handwritten, and treat any such check as though such notation did not appear thereon. If Customer instructs Bank not to process checks with restrictive notations and Bank agrees to do so, Bank will use its best efforts to detect checks bearing such notations, but Bank shall not be liable to Customer for failure to detect any such notation. h. Document Order. Bank shall use its best efforts to process documents that are not in logical order , are difficult to identify, or which are received in unorganized large packages.
i. Remittance Document Forwarding. If remittance document or correspondence- only document forwarding is requested by the Custom er and agreed to by Bank, Bank shall forward all remittance documents stacked in the order processed. If Customer requests forwarding of check photocopies, and Banks agrees to do so, the check photocopies wil l be stacked in the order processed on top of the remittance documents .

Document forwarding has limited availability and is not available for all lockboxes.

13. Lockbox Remote Capture Services. Lockbox Remote Captur e Services is an optional add- on service to the Wholesale Lockbox Processing service which provides eligible customers the ability to sc an and transmit to Bank lockbox payments received at office locations. If Customer is approved for Lockbox Remote Capture Services, Custom er agrees that Bank’s Lockbox Remote Capture Services shall be gover ned by this this Section IV.K (Lockbox Services) and other relevant secti ons of this Agreement, including but not limited to, the Electronic Deposi t Services section.

14. Scannable Wholesale Lockbox Processing/Property Management Lockbox Processing. Bank offers Scannable Wholesale Lockbox Processing services and Property Management Lockbox Processi ng services which allow for the automated processing of consumer -oriented payments. Bank is authorized to open each envelope and remov e the contents, disregarding all notations and other marks on the envelopes .

Bank shall not examine checks or other items with respect to pay ee names, check dates and check signatures. Bank is not required to retai n remittance envelopes or forward them to Customer. Bank will disregar d any restrictive notation on any check, including but not limited to “paid in full”, whether preprinted or handwritten, and shall treat any such chec k as though such language did not appear thereon. Bank will process, endor s e and deposit remittances in accordance with its standard procedures . If Bank is unable to determine the amount of a check, such check will be forwarded to Customer as unprocessable. Bank will deliver miscellaneous enclosures, unprocessable transactions and remittance data in accordance with the Implementation Document s.

15. E-Lockbox. E-Lockbox provides Customer with the ability to receiv e consumer payments electronically that are initiated via the cons umers' home banking portal or through other payment channels offered by third - party bill consolidators, including consumer credit counseling agencies. a. Network. “Network” means the Master card Remote Payment and Presentment Service (“RPPS”), a division of Master card International , Inc., or other originators of consumer -initiated bill payments. Bank receives payments and remittance data via the Network. Bank will credi t payments to Customer’s account and electronically transmit the remittance data in Bank's standard or other mutually acceptable format for loading to Customer’s accounts receivable system.
b. Customer’s Responsibilities. Customer shall provide Bank with all data and specifications necessary for the Network to process payments and for Bank to transmit the remittance data to Customer. Customer agrees to conduct tests that Bank may deem necessary to ensure Customer and Bank are able to process the remittance data. The purchase, installati on, testing and maintenance of any and all equipment used to receiv e and process information from Bank is the responsibility of Customer. As soon as possible, and in any event, no later than 48 hours after Bank transm i ts the remittance data to Customer, Customer agrees to process all suc h data and to inform Bank of any incorrect, unidentifiable or unprocess abl e information (collectively, "Returns").
c. Bank’s Responsibilities. Bank shall develop a program to process and transmit remittance data received from the Network in Customer’s preferred file format. Bank shall transmit Returns to the Network when Customer provides Bank with the Return information. Bank will credi t Customer’s account in an amount equal to the payments received and debit Customer’s account in an amount equal to any Returns and, if applicable, any Reversals (defined below).
d. Reliance on Network. Customer acknowledges that Bank’s ability to process payments and remittances are dependent upon the continued us e and support of the Network and third-party computers housing the Netw or k and its associated communications network. In the event that acc es s to the Network or its computer communications system is terminated or suspended for any reason, Bank shall not be liable to Customer for any disruptions or failure to provide any part of thi s Service. Bank assum es no responsibility for the accuracy, timeliness or the completeness of data delivered from the Network to Bank.
e. Optional Reversal Transactions. Reversals are Network-initiated debi t messages from payment originators informing of the cancellation of previous transactions. Customer may set debit caps on Reversals to limi t the daily debit amount a payment originator may send through the Network. If Customer instructs Bank to accept Reversals, Customer hereby authorizes Bank to debit Customer’s account for the amount of the Reversals.
f. Optional Biller Stop Payment. Biller Stop Payment allows Customer to provide Bank with instructions regarding payments that Customer does not want posted to its account. If Customer instructs Bank to stop a payment from posting to its account, Customer hereby authorizes Bank to return the payment through the Network. Payments that are stopped wil l not be included in Customer's settlement transaction or the remittanc e data provided to Customer.

L. HEALTHCARE PAYMENT CONSOLIDATOR
U.S. Bank Healthcare Payment Consolidator is a Service that enabl es Customers to electronically receive, post and reconcile healthcar e payments and remittances received from health plans and/or other Agents. The Service accepts images of check payments, remittanc es and correspondence received by Bank or its vendors in paper form via lock box, as well as electronically via Automated Clearinghouse (ACH). Electroni c remittance files are delivered from the Service to Custom er at an agreed upon schedule. Images are made available via website or file transmission. Customer agrees that the Service shall be governed by thi s Section and all other relevant sections of this Agreement.

1. Introduction. If Customer selects the Service, the Service may include, but is not limited to, lockbox, ACH, image viewing, data translation and fi l e transmission services to assist Customer in expediting and automati ng receipt of their remittances. Prior to implementation of the Service , Customer must maintain a demand deposit account with Bank.

2. Processing, Collections and Availability. The Service is availabl e where hardware and software have been configured by Bank to accommodate processing. Bank is authorized to examine the chec k s and remittances received at Customer’s designated lockbox in accordanc e with Bank’s lockbox servicing terms and guidelines. The crediting and collection of items will be handled in accordance with other commerci al deposits processed by Bank and shall be subject to Bank’s then curr ent funds availability schedule.

3. Image Viewing and Storage. The Service processes and stores images of paper checks, explanation of benefits statements , correspondence or other enclosures, as well as images of electroni c remittance advices and electronic funds transfers. Images are avail abl e to Customer for web viewing or via secure transmission as selected by Customer in the Implementation Documents. Original paper docum ents will be securely destroyed on a periodic basis.

4. File Transmission and Data Reporting. The Service will transmit to Customer remittance data according to the agreed upon schedul e.

Customer may elect to receive data through one or more deliver y mechanisms as specified in the Implementation Documents. If the Serv i c e is terminated, Customer may obtain an FTP transmission or other available format of image information proces sed at the price outlined i n the fee schedule.

5. Accuracy and Timeliness of Information. Performance of the Serv i c e may be affected by external factors such as communication networ k latency, mail delays and other factors beyond Bank’s control. Information with respect to all transactions is provided solely for Customer’s convenience, and Customer shall have no recourse to Bank with respec t to the use of such information.

6. Customer Authorizations, Notifications and Responsibility .

Customer authorizes B ank to disclose Customer information to Bank's vendors to the extent required to deliver the Service, and to debit or credi t Customer’s accounts in performance of the Service hereunder. Customer shall provide Bank or its vendors with all data and specifications necessar y for processing. Customer shall conduct tests that Bank or its vendors may deem necessary to ensure that files may be exchanged and the Serv i c e implemented. Customer shall adhere to any and all applicabl e clearinghouse, local, state, or federal laws, rules or regulations.

7. Security Procedures. Customer will use the Service in accordanc e with the procedures established by Bank and its vendors. Customer will designate one or more System Administrator(s) responsible for establishing internal security procedures , including, without limitation, setting up and maintaining access available through the Service .

Customer is solely responsible for maintaining a secure work environm ent to ensure against unauthorized access to the Service.

8. Proprietary Rights. Bank, or its vendors, possess all proprietary rights to written material including without limitation, all computer program s written for the Service, websites and other product documentati on provided by Bank or its vendors. Customer shall not duplicate, sell or us e in any manner such programs or documentation without the prior written consent of the applicable party . Customer will be bound by any terms of use and any license agreements associated with the Service.

M. COMMERCIAL SWEEP ACCOUNTS – LOAN OPTION
THIS NOTICE IS GIVEN PURSUANT TO APPLICABLE LAW: IN THE

UNLIKELY EVENT OF THE BANK FAILURE, THE FEDERAL DEPOSIT INSURANCE CORPORATION (“FDIC”) WILL ALLOW THE LOAN
SWEEP TRANSFER OF EXCESS BALANCES IN CUSTOMER’S

DEPOSIT AC COUNT, ABOVE A PRE -ESTABLISHED THRESHOLD,

OUT OF THE DEPOSIT ACCOUNT TO PAY DOWN THE LOAN AT
BANK ON THE DAY OF FAILURE. THE REMAINING FUNDS IN THE

DEPOSIT ACCOUNT WILL BE DEEMED DEPOSITS UNDER FDIC

RULES AND WILL BE INSURED UP TO THE APPLICABLE FDIC
LIMITS.

1. Definitions.
a. “Account” means Customer’s deposit account at Bank which Custom er has designated as being covered by the Services described herein. b. “Available Funds” means the total of the collected funds in the Acc ount as of the close of busines s on any Business Day, determined in accordance with the manner in which Bank generally provides credi t for deposited checks.
c. “Business Day” means any day on which a majority of Bank’s offices are open to the public for substantially all banking functions. Saturdays, Sundays, federal or state holidays or any day recognized by a Federal Reserve Bank as a holiday shall not be considered a Business Day, ev en if Bank’s offices are open.
d. “Credit” means any loan arrangement which is designated as a line of credit where Bank has agreed will be subject to the Services described herein.
e. “Credit Agreement” means any loan agreement, promissory note, guaranty or other agreement, instrument or document which evidenc es , secures or guarantees the Credit.
f. “Deficiency Amount” means the amount by which the Target Balanc e exceeds the amount of Available Funds as of the close of business on any Business Day.
g. “Event of Insolvency” means any of the followi ng: (i) Customer or Guarantor shall die or cease to exist; (ii) any Guarantor shall attem pt to revoke its guaranty or other obligation to Bank, or such guaranty or other obligation shall become unenforceable in whole or in part; (iii) any bankruptcy, insol vency or receivership proceeding, or any assignment for the benefit of creditors, shall be commenced under any Federal or state law by or against Customer or any Guarantor; (iv) Customer or any Guarantor shall become the subject of any out -of-court settlement with i ts creditors; or (v) Customer or any Guarantor is unable or admits in writing its inability to pay its debts as they mature.
h. “Excess Funds” means the amount of Available Funds as of the clos e of business on any Business Day which exceeds the T arget Balance. i. “Guarantor” means any guarantor, surety, accommodation party or joi nt obligor of the obligations of Customer under the Credit. j. “Target Balance” means that amount of funds which Customer desires to maintain in the Account and which is m utually agreeable to Bank and Customer from time to time.
k. “Transaction” means either a Loan Transaction or a Repayment Transaction.

2. Initiation of Transactions .
a. As of the close of business on each Business Day, Bank will determi ne the amount of Excess Funds, if any. If Bank determines that ther e ar e Excess Funds, Bank will debit the Account and credit the Credit in an amount equal to the lesser of (i) the amount of Excess Funds or (ii) the outstanding principal balance of the Credit plus all interest, fees and charges then outstanding under the Credit (a “Repayment Transaction” ) ; provided, however, that Bank will not be required to initiate any Repayment Transact ion in an amount less than a minimum sum mutuall y agreeable to Bank and Customer. Customer grants Bank a security interest in, and right of set -off to, the Account for purposes of effecti ng Repayment Transactions.

b. As of the close of business on each Business Day, Bank will determi ne the Deficiency Amount, if any. If Bank determines that there is a Deficiency Amount, Bank will charge the Credit in an amount equal to the lesser of (i) the amount by which such available balance is less than the Target Balance or (ii) the amount which is available to be borrowed under the Credit (the lesser of such amounts being referred to as the “Loan Amount”), plus the amount of any fees and charges under the Credit, and credit the Account in an amount equal to the Loan Amount (a “Loan Transaction”); provided, however, that Bank will not be required to initiate any Loan Transaction in an amount less than a minimum sum establis hed by Bank, and Bank will not be required to initiate any Loan Transaction i f any default exists under any Credit Agreement or this Agreement or Bank is otherwise excused or prohibited under any Credit Agreement or applicable law from making an advance to Customer. In addition, Bank will not be required to initiate any Loan Transaction, and the Serv ices hereunder shall immediately and automatically terminate without notice, i f:
(A) the Credit has matured or been terminated; (B) Customer has cancelled the Credit; (C) an Event of Insolvency has occurred; or (D) Bank has demanded payment under the Credi t.
c. If Bank has agreed to provide any other service to Customer pursuant to which Bank is authorized to transfer Excess Funds from the Acc ount, (i) this Agreement shall prevail over the terms and conditions of such other service, (ii) Bank may initiate a Repayment Transaction or Loan Transaction under this Agreement in lieu of or prior to initiating the trans fer of Excess Funds under such other service, and (iii) Bank shall not be i n default as to such other service solely by reason of not initiating the transfer of Excess Funds under such other service.

3. Overdrafts. Bank may debit the Account as set forth in Secti on IV.M.1.a above, even though, subsequent to such debit, and as a resul t of additional transfers or withdrawals from the Account, the return of chec k s unpaid, or any other cause, the Account becomes overdrawn. In suc h event, Customer will be assessed Bank’s then prevailing charges for overdrafts.

4. Ordinary Course. Customer and Bank intend that each Repay m ent Transaction hereunder be (a) in the ordinary course of business or financial affairs of Customer and Bank, and (b) made according to ordinar y business terms.

5. Asset -Based Loan Sweep Advance. For each asset -based loan sweep transfer or loan sweep advance (each an “Asset Based Transfer ”), Customer certifies to Bank that (i) the Asset Based Transfer is being m ade in accordance with the certain agreements between Bank and Custom er (the “Asset Based Documents”); (ii) the Asset Based Transfer is not revocable by Customer; (iii) the representations and warranties set for th in the Asset Based Documents are true and correct as of the date of eac h Asset Based Transfer; and (iv) no default or event of default, howev er denominated, has occurred or is continuing under the Asset Bas ed Documents or will result following the Asset Based Transfer.

6. Termination. In addition to the termination rights described elsew her e in the Agreement, Bank may terminate this Service immediately without notice to Customer if the index or other referenced rate upon whic h the interest rate for this Service is based is at any time less than zero percent.

N. COMMERCIAL SWEEP ACCOUNTS – INVESTMENT OPTION
NOTICE: INVESTMENT PRODUCTS, INCLUDING MONEY MARKET

MUTUAL FUNDS, ARE NOT DEPOSITS OR OBLIGATIONS OF, OR

GUARANTEED BY BANK OR ANY OF ITS AFFILIATES, NOR ARE

THEY INSURED BY THE FDIC, OR ANY OTHER GOVERNMENT
AGENCY. THE INVESTMENT OPTIONS OFFERED BY BANK UNDER

THE COMMERCIAL SWEEP ACCOUNT ARE SUBJECT TO

INVESTMENT RISKS, INCLUDING LOSS OF PRINCIPAL OF THE
AMOUNT INVESTED.

1. General Terms Applicable to All Investment Options.
a. If a Commercial Sweep Account Investment Option has been reques ted and agreed to by Bank, Customer authorizes Bank to transfer funds on a manual or automated basis to and from the demand deposit account (“DDA”) and Investment Option selected by Customer. Funds will be transferred between the accounts so that: (a) to the extent funds ar e available in either account, Customer’s DDA maintains an average collected balance equal to a pre-established balance (“Peg Balance” ) ; and (b) any collected funds in the DDA that exceed the Peg Balance (“Exces s Funds”) are invested by Bank as directed by Customer in accordance w i th this Agreement. Amounts invested in money market mutual funds , including investment income, will be redeemed and credited bac k to the DDA as needed so that the collected balance of Customer's DDA equal s the Peg Balance. Amounts invested in other investment options, includi ng interest or other investment income, will be credited back to the DDA each Business Day upon maturity. Bank may limit the amount of Excess F unds that it will invest on behalf of Customer on any particular Business D ay .

Bank may also impose a maximum redemption amount to bring the DD A to the Peg Balance on a particular Business Day. If Customer’s Investment Option is not available on a given Business Day, then all Excess Funds will remain in the DDA until the next Business Day. b. Bank is authorized to accept verbal instructions, including telephone instructions, from Customer representatives for the transfer of funds between Bank and Customer and between Customer's accounts. Bank may rely on any instructions received from Customer that it reasonabl y believes to be genuine.
c. Bank is authorized to execute as agent for Customer all certificates of ownership and other instruments required by law or by contract. Bank shall not be accountable for errors in judgment but only for gros s negligence or willful misconduct. Bank shall not be required to compl y with any direction of Customer which in Bank’s judgment, may subjec t i t to liability or to defend or prosecute any suit or action unless indemnified in a manner and amount satisfactory to it.
d. Customer may, by written instrument executed by Customer and delivered to Bank, terminate this Service and withdraw from the ac c ount the principal and accumulated income upon paying all sums due to Bank and indemnifying Bank to its satisfaction against liabilities incurred in the administration of the account.
e. Bank will act as agent to invest on the order and for the benefit of Customer. The Services described herein are provided by Bank to Customer solely as bona fide treasury management Services. Bank does not undertake any fiduciary obligation to Customer with res pect to thes e Services. Bank’s duties to act for Customer hereunder are solely mechanical and administrative in nature.
f. In addition to the termination rights described elsewhere in the Agreement, Bank may terminate this Service immediately without noti c e to Customer if the index or other referenced rate upon which the interes t rate for this Service is based is at any time less than zero percent.

2. Investment Options.
a. Repurchase Agreements.
(i) Terms. If Customer chooses to invest Excess Funds in repurchas e agreements, Customer and Bank agree to be bound by the Mas ter Repurchase Agreement with Bank. If Customer's investments i n repurchase agreements exceed its typical investment amount by $10 million or more on a given Business Day, Customer agrees to noti fy Bank by providing sufficient advance notice to allow Bank to adequately collateralize the investments. Bank will exercis e reasonable efforts to invest the entire amount but cannot guarantee full investment under these circumstances . If Customer fails to noti fy

Bank in advance or if Bank is unable to invest any or all of the additional funds in repurchase agreements, Customer agrees that Bank may be required to withhold or withdraw any interest that may have been previously paid.
(ii) Confirmations. After each repurchase transaction, Bank will deliver to Customer via mail, fax, email, or other electronic means, includi ng without limitation, posting to a password- protected website) a confirmation (“Confirmation”) describing any information required by applicable law and any other terms and information which Bank m ay include at its discretion. The information contained in the Confirmation shall be considered true and correct and conclusiv el y binding unless Customer notifies Bank of any error therein withi n three (3) Business Days after the date the Confirmation is mailed, faxed, emailed, personally delivered to Customer or sent via other electronic means, including without limitation, posting to a passwor d- protected website. If Custo mer elects to receive Confirmations electronically, Customer acknowledges and agrees that Custom er will no longer receive Confirmations by mail. If Customer desires to discontinue receiving Confirmations electronically, Customer shal l provide written noti ce to Bank, whereupon Bank shall resum e delivering mailed Confirmations.
b. Eurodollar Investments .
(i) Terms. If Customer chooses to invest Excess Funds in Eurodollar s , Bank is authorized to sweep Excess Funds from Customer’s DDA into overnight Eurodollar time deposits at the Cayman Islands branc h of Bank. The minimum amount that may be swept pursuant to thi s option is $ 1,000. Excess Funds less than $1,000 on a giv en Business Day will not be invested. The minimum amount may be increased if requested by Customer and agreed to by Bank .

Customer’s Eurodollar investments may be registered in the nam e of Bank’s nominee or nominees. Earnings in Eurodollar investments shall be credited to Customer’s DDA on a daily basis. CUSTOMER

ASSUMES ALL RISK OF LOSS ARISING FROM ANY ACTION

TAKEN WITH RESPECT TO THE CAYMAN DEPOSIT BY THE

GOVERNMENT OF THE CAYMAN ISLANDS OR ANY SOVEREIGN
OR MILITARY POWER (DE FACTO OR DE JURE).
(ii) THIS NOTICE IS GIVEN PURSUANT TO APPLICABLE LAW: IN

THE UNLIKELY EVENT OF BANK FAILURE, THE BALANCES
RESIDING IN CUSTOMER’S EURODOLLAR SWEEP ACCOUNT
AT BANK WILL NOT BE DEEMED “DEPOSITS” UNDER RULE S

PROMULGATED BY THE FEDERAL DEPOSIT INSURANCE
CORPORATION (“FDIC”) AND WILL NOT BE INSURED BY THE
FDIC. IN THE UNLIKELY EVENT OF BANK FAILURE,
CUSTOMER’S CLAIM FOR FUNDS THAT WERE SWEPT INTO

THE EURODOLLAR SWEEP ACCOUNT WILL BE TREATED AS
UNSECURED GENERAL CREDITOR CLAIMS.
c. Money Market Mutual Funds (“Money Fund”).
(i) Terms. If Customer chooses the Money Fund sweep option, Ex c es s Funds will be invested in the First American Money Market Fund offered for this Service. Excess Funds will be swept from the D D A to a pooled deposit account held in Bank’s name. On the next Business Day, the Excess Funds from the pooled Deposit Account will be swept to the Money Fund to purchase shares. Customer’s shares i n the Money Fund will be held in Bank’s name in an omnibus investment account, as agent on behalf of all Bank customer s invested in the Money Fund. Customer grants to Bank a consensual possessory
security interest in the omnibus investment account and all accounts maintained with Bank to secure payment of all of Customer’s obligations under this Service. Customer will accrue dividends beginning on the Business Day the shares are purchas ed.

Dividends accrue daily and are paid monthly on the last Business Day of the month. No dividends will accrue on the Business Day the shares are sold. If, for any reason, Money Fund shares are not available on any given Business Day, all Excess Funds will not be swept to the Money Fund and no dividends will accrue until shar es become available for purchase. Funds in the DDA and in the pool ed deposit account held at Bank will be treated as deposits and will be insured up to the applicable FDIC insurance limits. The Money F und sweep option is only available to entities having a presence i n the United States, which may be demonstrated by a U.S. mailing addr es s and U.S. taxpayer identification number in Bank’s records. (ii) Customer Acknowledgments. BY ACCEPTING THIS SERVIC E,

CUSTOMER HEREBY ACKNOWLEDGES THAT IT HAS

RECEIVED A COPY OF THE PROSPECTUS OF THE
DESIGNATED FUND. THIS PROSPECTUS FORMS PART OF TH E

IMPLEMENTATION DOCUMENTS AND WILL CONTROL OVER

THE IMPLEMENTATION DOCUMENTS WITH RESPECT T O
MONEY FUND SHARES. CUSTOMER FURTHER

ACKNOWLEDGES THAT BANK IS NOT PROVIDI NG AN Y

INVESTMENT ADVICE HEREIN TO CUSTOMER AND MAKES N O

REPRESENTATION OR WARRANTY AS TO THE SUITABILIT Y OR

SAFETY OF THE INVESTMENTS IN ANY FUND OFFERED
UNDER THIS SERVICE.
(iii) Money Fund Disclosures. BANK AFFILIATES SERVE AS

INVESTMENT ADVISOR, ADMIN ISTRATOR, CUSTODIAN ,

DISTRIBUTOR, TRANSFER AGENT, AND SECURITIES LENDING

AGENT AND RECEIVE COMPENSATION FOR SUCH SERVIC ES

AS DISCLOSED IN THE PROSPECTUS FOR THE DESIGNATED
FUND. ALTHOUGH MONEY FUNDS SEEK TO PRESERVE T H E
VALUE OF CUSTOMER’S INVESTMENT AT $1.00 PER SHARE, IT

IS POSSIBLE TO LOSE MONEY BY INVESTING IN A MONEY
FUND.
(iv) THIS NOTICE IS GIVEN PURSUANT TO APPLICABLE LAW: IN

THE UNLIKELY EVENT OF BANK FAILURE, CUSTOMER WILL

MAINTAIN ITS INTEREST IN THE MONEY FUND SHARES
FOLLOWING A COMPLETED MON EY FUND SWEEP. TH E

VALUE OF THE SHARES IN THE MONEY FUND OMNIBUS
INVESTMENT ACCOUNT WILL NOT BE DEEMED “DEPOSITS”

UNDER RULES PROMULGATED BY THE FEDERAL DEPOSIT
INSURANCE CORPORATION (“FDIC”) AND WILL NOT BE
INSURED BY THE FDIC. ON THE DAY OF FAILURE, HOWEVER ,
THE FDIC MAY DISALLOW THAT DAY’S SWEEP TO OCCUR. IF

THE SWEEP IS DISALLOWED, ANY EXCESS FUNDS THAT

WOULD HAVE NORMALLY SWEPT ON THAT BUSINESS DAY

WILL REMAIN IN THE DDA AND WILL BE TREATED AS
DEPOSITS. THOSE DEPOSITS WILL BE INSURED UP TO TH E
APPLICABLE FDIC INSURANCE LIMITS.
d. Commercial Paper .
(i) Terms. If Customer chooses the Commercial Paper sweep option, Excess Funds shall be invested in an unsecured short -t e rm promissory note issued by U.S. Bank National Association, and hel d in book entry. At the end of each Business Day, Excess Funds ar e automatically transferred from Customers' DDA into a sweep acc ount that invests overnight in U.S. Bank National Association Commercial Paper. The minimum amount that may be swept pursuant to thi s option is $ 1,000. Excess Funds less than $1,000 on a giv en Business Day will not be invested. The minimum amount may be increased if requested by Customer and agreed to by Bank. (ii) THIS NOTICE IS GIVEN PURSUANT TO APPLICABLE LAW: IN

THE UNLIKELY EVENT OF BANK FAILURE, THE BALANCES
RESIDING IN CUSTOMER’S COMMERCIAL PAPER SWEEP
ACCOUNT AT BANK WILL NOT BE DEEMED “DEPOSITS”

UNDER RULES PROMULGATED BY THE FEDERAL DEPOSIT
INSURANCE CORPORATION (“FDIC”) AND WILL NOT BE
INSURED BY THE FDIC. IN THE UNLIKELY E VENT OF BANK
FAILURE, CUSTOMER’S CLAIM FOR FUNDS THAT WERE

SWEPT INTO THE COMMERCIAL PAPER SWEEP ACCOUNT

WILL BE TREATED AS UNSECURED GENERAL CREDITOR
CLAIMS.
e. Business Savings Sweep. If Customer chooses the Business Sav i ngs Sweep option, collected funds with a minimum of $500 in excess of a Peg Balance shall be swept from Customer’s DDA into a Business Savings Sweep Account (the “Savings Account”). The Peg Balance shall be s et at a minimum of $10,000 unless otherwise agreed to by Bank. Funds rem ai n in the Savings Account until Customer’s DDA reaches a negative balanc e, whereupon available funds are swept back into Customer’s DDA in an amount necessary to return the DDA balance to the Peg Balance.

O. MASTER REPURCHASE AGREEMENT (MRA)
THIS NOTICE IS GIVEN PURSUANT TO APPLICABLE LAW: ALL

FUNDS IN THE REPURCHASE AGREEMENT SWEEP WILL NOT BE
DEEMED “DEPOSITS” AND WILL NOT BE INSURED BY THE
FEDERAL DEPOSIT INSURANCE CORPORATION (“FDIC”). IN THE

UNLIKELY EVENT OF BANK FAILURE, CUSTOMER WILL MAINTAIN

ITS OWNERSHIP OR SECURITY INTEREST IN THE SECURITIES

THAT ARE SUBJECT TO THE REPURCHASE AGREEMENT AND,

UPON LIQUIDATION, WILL RECEIVE THE VALUE OF THE

SECURITIES UP TO THE AMOUNT O F FUNDS SWEPT FROM THE
ACCOUNT.

1. Applicability. From time to time the parties hereto may enter into transactions in which one party (“Seller”) agrees to transfer to the other (“Buyer”) securities or other assets (“Securities”) against the transfer of funds by Buyer, with a simultaneous agreement by Buyer to transfer to Seller such Securities at a date certain or on demand, against the trans fer of funds by Seller. Each such transaction shall be referred to herein as a “Transaction” and, unless otherwise agreed in writing, shall be gover ned by this MRA and if applicable, Annex III and the Amendment to Annex III (International Transactions) of the SIFMA Master Repurchase Agreem ent (1996 version).

2. Definitions.
a. “Act of Insolvency”, with respect to any party, (i) the commencement by such party as debtor of any case or proceeding under any bankruptc y , insolvency, reorganization, liquidation, moratorium, dissolution, delinquency or similar law, or such party seeking the appointment or election of a receiver, conservator, trustee, custodian or similar official for such party or any substantial part of its property, or the convening of any meeting of creditors for purposes of commencing any such case or proceeding or seeking such an appointment or election, (ii) the commencement of any such case or proceeding against such party , or another seeking such an appointment or election, or the filing agai ns t a party of an application for a protective decree under the provisions of the Securities Investor Protection Act of 1970, which (A) is consented to or not timely contested by such party, (B) results in the entry of an order for reli ef, such an appointment or election, the issuance of such a protective dec r ee or the entry of an order having a similar effect, or (C) is not dismissed within 15 days, (iii) the making by such party of a general assignment for the benefit of creditors, or (iv) the admission in writing by such party of such party’s inability to pay such party’s debts as they become due; b. “Additional Purchased Securities”, Securities provided by Seller to Buyer pursuant to Paragraph 4(a) hereof;
c. “Buyer’s Margin Amount”, with respect to any Transaction as of any date, the amount obtained by application of the B uyer’s Margin Percentage to the Repurchase Price for such Transaction as of such date; d. “Buyer’s Margin Percentage”, with respect to any Transaction as of any date, a percentage (which may be equal to the Seller’s Margin Percentage) agreed to by Buyer and Seller or, in the absence of any s uc h agreement, the percentage obtained by dividing the Market Val ue of the Purchased Securities on the Purchase Date by the Purchase Price on the Purchase Date for such Transaction;
e. “Confirmation”, the meaning specifi ed in Paragraph 3(b) hereof; f. “Income”, with respect to any Security at any time, any principal thereof and all interest, dividends or other distributions thereon; g. “Margin Deficit”, the meaning specified in Paragraph 4(a) hereof; h. “Margin Excess”, the meaning specified in Paragraph 4(b) hereof; i. “Margin Notice Deadline”, the time agreed to by the parties in the relevant Confirmation, or otherwise as the deadline for giving notic e requiring same day satisfaction of margin maintenance obligations as provided in Paragraph 4 hereof (or, in the absence of any such agreem ent, the deadline for such purposes established in accordance with market practice);
j. “Market Value”, with respect to any Securities as of any date, the pric e for such Securities on suc h date obtained from a generally recogniz ed source agreed to by the parties or the most recent closing bid quotati on from such a source, plus accrued Income to the extent not included ther ei n (other than any Income credited or transferred to, or applied to the obligations of, Seller pursuant to Paragraph 5 hereof) as of such date (unless contrary to market practice for such Securities); k. “Price Differential”, with respect to any Transaction as of any date, the aggregate amount obtained by daily applicati on of the Pricing Rate for such Transaction to the Purchase Price for such Transaction on a 360 - day-per-year basis for the actual number of days during the period commencing on (and including) the Purchase Date for such Transac ti on and ending on (but excluding) the date of determination (reduced by any amount of such Price Differential previously paid by Seller to Buyer wi th respect to such Transaction);
l. “Pricing Rate”, the per annum percentage rate for determination of the Price Differential;
m. “Prime Rate”, the prime rate of U.S. commercial banks as published i n The Wall Street Journal (or, if more than one such rate is published, the average of such rates);
n. “Purchase Date”, the date on which Purchased Securities are to be transferred by Seller to Buyer;
o. “Purchase Price”, (i) on the Purchase Date, the price at which Purchased Securities are transferred by Seller to Buyer, and (ii) thereafter , except where Buyer and Seller agree otherwise, such price increased by the amount of any cash transferred by Buyer to Seller pursuant to Paragraph 4(b) hereof and decreased by the amount of any cas h transferred by Seller to Buyer pursuant to Paragraph 4(a) hereof or appl i ed to reduce Seller’s obligations under clause (ii) of Paragraph 5 hereof; p. “Purchased Securities”, the Securities transferred by Seller to Buyer i n a Transaction hereunder. The term “Purchased Securities” with respec t to any Transaction at any time also shall include Additional Purchas ed Securities delivered pursuant to Paragraph 4(a) hereof and shall excl ude Securities returned pursuant to Paragraph 4(b) hereof;
q. “Repurchase Date”, the date on which Seller is to repurchase the Purchased Securities from Buyer, including any date determined by application of the provisions of Paragraph 3(c ) or 11 hereof; r. “Repurchase Price”, the price at which Purchased Securities ar e to be transferred from Buyer to Seller upon termination of a Transaction, whi c h will be determined in each case (including Transactions terminable upon demand) as the sum of the Purchase Price and the Price Differential as of the date of such determination;
s. “Seller’s Margin Amount”, with respect to any Transaction as of any date, the amount obtained by application of the Seller’s Margin Percentage to the Repurchase Price for such Transaction as of such date; t. “Seller’s Margin Percentage”, with respect to any Transaction as of any date, a percentage (which may be equal to the Buyer’s Margin Percentage) agreed to by Buyer and Seller or, in the absence of any s uc h agreement, the percentage obtained by dividing th e Market Val ue of the Purchased Securities on the Purchase Date by the Purchase Price on the Purchase Date for such Transaction.

3. Initiation; Confirmation; Termination.
a. An agreement to enter into a Transaction may be made orally or in writing at the initiation of either Buyer or Seller. On the Purchase Date for the Transaction, the Purchased Securities shall be transferred to Buy er or its agent against the transfer of the Purchase Price to an account of Seller . b. Upon agr eeing to enter into a Transac tion hereunder, Buyer or Sell er (or both), as shall be agreed, shall promptly deliver to the other par ty a written confirmation of each Transaction (a “Confirmation”). The Confirmation shall describe the Purchased Securities (including CUSIP number, if any), identify Buyer and Seller and set forth (i) the Purchas e Date, (ii) the Purchase Price, (iii) the Repurchase Date, unless the Transaction is to be terminable on demand, (iv) the Pricing Rate or Repurchase Price applicable to the Transaction, and (v) any additional terms or conditions of the Transaction not inconsistent with this MRA. T he Confirmation, together with this MRA, shall constitute conclusive evi denc e

of the terms agreed between Buyer and Seller with respect to the Transaction to which the Confirmation relates, unless with respect to the Confirmation specific objection is made promptly after receipt thereof. In the event of any conflict between the terms of such Confirmation and thi s MRA, this MRA shall prevail.
c. In the case of Transactions terminable upon demand, such dem and shall be made by Buyer or Seller, no later than such time as is customar y in accordance with market practice, by telephone or otherwise on or prior to the Business Day on which such termination will be effective. On the date specified in such demand, or on the date fixed for termination in the case of Transactions having a fixed term, termination of the Transac ti on will be effected by transfer to Seller or its agent of the Purchased Securiti es and any Income in respect thereof received by Buyer (and not previousl y credited or transferred to, or applied to the obligations of, Seller pursuant to Paragraph 5 hereof) against the transfer of the Repurchase Price to an account of Buyer.

4. Margin Maintenance.
a. If at any time the aggregate Market Value of all Purchased Securiti es subject to all Transactions in which a particular party hereto is acti ng as Buyer is less than the aggregate Buyer’s Margin Amount for all suc h Transactions (a “Margin Deficit”), then B uyer may by notice to Seller require Seller in such Transactions, at Seller’s option, to transfer to Buy er cash or additional Securities reasonably acceptable to Buyer (“Additional Purchased Securities”), so that the cash and aggregate Market Val ue of the Purchased Securities, including any such Additional Purchas ed Securities, will thereupon equal or exceed such aggregate Buyer’s Margi n Amount (decreased by the amount of any Margin Deficit as of suc h date arising from any Transactions in which such Buyer is acting as Seller). b. If at any time the aggregate Market Value of all Purchased Securiti es subject to all Transactions in which a particular party hereto is acti ng as Seller exceeds the aggregate Seller’s Margin Amount for all suc h Transactions at such time (a “Margin Excess”), then Seller may by notic e to Buyer require Buyer in such Transactions, at Buyer’s option, to trans fer cash or Purchased Securities to Seller, so that the aggregate Market Val ue of the Purchased Securities, after deduction of any s uch cash or any Purchased Securities so transferred, will thereupon not exceed suc h aggregate Seller’s Margin Amount (increased by the amount of any Mar gi n Excess as of such date arising from any Transactions in which such Sel l er is acting as Buyer).
c. If any notice is given by Buyer or Seller under subparagraph (a) or (b) of this Paragraph at or before the Margin Notice Deadline on any Busi nes s Day, the party receiving such notice shall transfer cash or Additional Purchased Securities as provided in such subparagraph no later than the close of business in the relevant market on such day. If any such notic e is given after the Margin Notice Deadline, the party receiving such notic e shall transfer such cash or Securities no later than the close of busi nes s in the relevant market on the next Business Day following such notice. d. Any cash transferred pursuant to this Paragraph shall be attributed to such Transactions as shall be agreed upon by Buyer and Seller. e. Seller and Buyer may agree, with respect to any or all Transactions hereunder, that the respective rights of Buyer or Seller (or both) under subparagraphs (a) and (b) of this Paragraph may be exercised only wher e a Margin Deficit or Margin Excess, as the case may be, exceeds a specified dollar amount or a specified percentage of the Repurchas e Prices for such Transactions (which amount or percentage shall be agr eed to by Buyer and Seller prior to entering into any such Transactions). f. Seller and Buyer may agree, with respect to any or all Transacti ons hereunder, that the respective rights of Buyer and Seller under subparagraphs (a) and (b) of this Paragraph to require the eliminati on of a Margin Deficit or a Margin Excess, as the case may be, may be exercis ed whenever such a Margin Deficit or Margin Excess exists with respect to any single Transaction hereunder (calculated without regard to any other Transaction outstanding under this MRA).

5. Income Payments. Seller shall be entitled to receive an amount equal to all Income paid or distributed on or in respect of the Securities that i s not otherwise received by Seller, to the full extent it would be so entitled i f the Securities had not been sold to Buyer. Buyer shall, as the parties m ay agree with respect to any Transaction (or, in the absence of any suc h agreement, as Buyer shall reasonably determine in its discretion), on the date such Income is paid or distributed either (i) transfer to or credit to the account of Seller such Income with respect to any Purchased Securiti es subject to such Transaction or (ii) with respect to Income paid in cash, apply the Income payment or payments to reduce the amount, if any , to be transferred to Buyer by Seller upon termination of such Transacti on.

Buyer shall not be obligated to take any action pursuant to the precedi ng sentence (A) to the extent that such action would result in the creation of a Margin Deficit, unless prior thereto or simultaneously therewith Sell er transfers to Buyer cash or Additional Purchased Securities sufficient to eliminate such Margin Deficit, or (B) if an Event of Default with respect to Seller has occurred and is then continuing at the time such Income is pai d or distributed.

6. Security Interest . Although the parties intend that all Transactions hereunder be sales and purchases and not loans, in the event any s uc h Transactions are deemed to be loans, Seller shall be deemed to hav e pledged to Buyer as security for the performance by Seller of its obligations under each such Transaction, and shall be deemed to hav e granted to Buyer a security interest in, all of the Purchased Securities w i th respect to all Transactions hereunder and all Income thereon and other proceeds thereof. In all Transactions, Seller is acting as agent for Buyer .

In the event of Seller’s default under the MRA, Buyer has the right to either :
(i) direct Seller to sell the Securities or (ii) sell the Securities, and, follow i ng any sale pursuant to this sentence, apply the proce eds in satisfaction of Seller’s liability hereunder.

7. Payment and Transfer. Unless otherwise mutually agreed, all transfers of funds hereunder shall be in immediately available funds. All Securities transferred by one party hereto to the other party (i ) shall be in suitable form for transfer or shall be accompanied by duly executed instruments of transfer or assignment in blank and such other documentation as the party receiving possession may reasonably reques t, (ii) shall be transferred on the book entry system of a Federal Reserv e Bank, or (iii) shall be transferred by any other method mutually acceptabl e to Seller and Buyer.

8. Segregation of Purchased Securities. To the extent required by applicable law, all Purchased Securities in the possession o f Seller shall be segregated from other securities in its possession and shall be identified as subject to this MRA. Segregation may be accomplis hed by appropriate identification on the books and records of the holder, includi ng a financial or securities intermediary or a clearing corporation. All of Seller’s interest in the Purchased Securities shall pass to Buyer on the Purchase Date and, unless otherwise agreed by Buyer and Seller, nothi ng in this MRA shall preclude Buyer from engaging in repurchas e transactions with the Purchased Securities or otherwise selling, transferring, pledging or hypothecating the Purchased Securities, but no such transaction shall relieve Buyer of its obligations to transfer Purchas ed Securities to Seller pursuant to Paragraph 3, 4 or 11 hereof, or of Buyer ’ s obligation to credit or pay Income to, or apply Income to the obligations of, Seller pursuant to Paragraph 5 hereof.

Required Disclosure for Transactions in Which the Seller Retain s Custody of the Purchased Securities
Seller is not permitted to substitute other securities for those subject to thi s MRA and therefore must keep Buyer’s securities segregated at all times , unless in this MRA Buyer grants Seller the right to substitute other securities. If Buyer grants the right to substitute, this means that Buyer ’ s securities will likely be commingled with Seller’s own securities during the trading day. Buyer is advised that, during any trading day that Buyer ’ s securities are commingled with Seller’s securities, they may be subject to liens granted by Seller to third parties and may be used by Seller for deliveries on other securities transactions. Whenever the securities ar e commingled, Seller’s ability to re-segregate substitute securities for Buy er will be subject to Seller’ s ability to satisfy any lien or to obtain substi tute securities.

9. Substitution. Seller may not substitute other Securities for any Purchased Securities.

10. Representations. Each of Buyer and Seller represents and warrants to the other that (i) it is duly authorized to execute and deliver this MR A,

to enter into Transactions contemplated hereunder and to perform its obligations hereunder and has taken all necessary action to authori z e such execution, delivery and performance, (ii) it will engage in suc h Transactions as principal (or, if agreed in writing in advance of any Transaction by the other party hereto, as agent for a disclosed principal) , (iii) the person signing this MRA on its behalf is duly authorized to do s o on its behalf (or on behalf of any such disclosed principal), (iv) it has obtained all authorizations of any governmental body required in connection with this MRA and the Transactions hereunder and suc h authorizations are in full force and effect , and (v) the execution, deliv er y and performance of this MRA and the Transactions hereunder will not violate any law, ordinance, charter, bylaw or rule applicable to it or any agreement by which it is bound or by which any of its assets are affected.

On the Purchase Date for any Transaction Buyer and Seller shall eac h be deemed to repeat all the foregoing representations made by it.

11. Events of Default. In the event that (i) Seller fails to transfer or Buy er fails to purchase Purchased Securities upon the applicable Purchas e Date, (ii) Seller fails to repurchase or Buyer fails to transfer Purchas ed Securities upon the applicable Repurchase Date, (iii) Seller or Buyer fails to comply with Paragraph 4 hereof, (iv) Buyer fails, after one Busines s Days' notice, to comply with Paragraph 5 hereof, (v) an Act of Insolvenc y occurs with respect to Seller or Buyer, (vi) any representation made by Seller or Buyer shall have been incorrect or untrue in any material respec t when made or repeated or deemed to have been made or repeated, or (vii) Seller or Buyer shall admit to the other its inability to, or its intenti on not to, perform any of its obligations hereunder (each an “Event of Default”):
a. The non- defaulting party may, at its option (which option shall be deemed to have been exercised immediately upon the occurrenc e of an Act of Insolvency), declare an Event of Default to have occurred hereunder and, upon the exercise or deemed exercise of such option, the Repurchase Date for each Transaction hereunder shall, if it has not already occurred, be deemed immediately to occur (except that, in the event that the Purchase Date for any Transaction has not yet occurr ed as of the date of such exercise or deemed exercise, such Transaction shal l be deemed immediately canceled). The non-defaulting party shall (exc ept upon the occurrence of an Act of Insolvency) give notice to the defaul ti ng party of the exercise of such option as promptly as practicable. b. In all Transactions in which the defaulting party is acting as Seller, i f the non-defaulting party exercises or is deemed to have exercised the opti on referred to in subparagraph (a) of this Paragraph, (i) the defaulting party ’ s obligations in such Tr ansactions to repurchase all Purchased Securiti es , at the Repurchase Price therefore on the Repurchase Date determined i n accordance with subparagraph (a) of this Paragraph, shall thereupon become immediately due and payable, (ii) all Income paid after suc h exercise or deemed exercise shall be retained by the non -defaulting par ty and applied to the aggregate unpaid Repurchase Prices and any other amounts owing by the defaulting party hereunder, and (iii) the defaul ti ng party shall immediately deliver to the non-defaulting party any Purchas ed Securities subject to such Transactions then in the defaulting party ’ s possession or control.
c. In all Transactions in which the defaulting party is acting as Buyer , upon tender by the non- defaulting party of payment of the aggregate Repurchase Prices for all such Transactions, all right, title and interest in and entitlement to all Purchased Securities subject to such Transacti ons shall be deemed transferred to the non-defaulting party, and the defaul ti ng party shall deliver all such Purchased Securities to the non- defaul ti ng party.
d. If the non-defaulting party exercises or is deemed to have exercis ed the option referred to in subparagraph (a) of this Paragraph, the non-defaul ti ng party, without prior notice to the defaulting party, may: (i) as to Transactions in which the defaulting party is acting as Seller , (A) immediately sell, in a recognized market (or otherwise in a commercially reasonable manner) at such price or prices as the non- defaulting party may reasonabl y deem satisfactory, any or all Purchas ed Securities subject to such Transactions and apply the proceeds ther eof to the aggregate unpaid Repurchase Prices and any other amounts ow i ng by the defaulting party hereunder or (B) in its sole discretion elect, in lieu of selling all or a portion of such Purchased Securities, to give the defaulting party credit for such Purchased Securities in an amount equal to the price therefore on such date, obtained from a generally recogni z ed source or the most recent closing bid quotation from such a source, against the aggregate unpaid Repurchase Prices and any other amounts owing by the defaulting party hereunder; and (ii) as to Transactions i n which the defaulting party is acting as Buyer, (A) immediately purchas e, i n a recognized market (or otherwise in a commercially reasonable manner ) at such price or prices as the non- defaulting party may reasonably deem satisfactory, securities (“Replacement Securities”) of the same class and amount as any Purchased Securities that are not delivered by the defaulting party to the non- defaulting party as required hereunder or (B) i n its sole discretion elect, in lieu of purchasing Replacement Securities , to be deemed to have purchased Replacement Securities at the price therefore on such date, obtained from a generally recognized sourc e or the most recent closing offer quotation from such a source. The parti es acknowledge and agree that (1) the Securities subject to any Transac ti on hereunder are instruments traded in a recognized market, (2) in the absence of a generally recognized source for prices or bid or offer quotations for any Security, the non- defaulting party may establish the source therefore in its sole discretion, and (3) all prices, bids and offer s shall be determined togethe r with accrued Income (except to the ex tent contrary to market practice with respect to the relevant Securities). e. As to Transactions in which the defaulting party is acting as Buyer, the defaulting party shall be liable to the non- defaulting party for any excess of the price paid (or deemed paid) by the non- defaulting party for Replacement Securities over the Repurchase Price for the Purchas ed Securities replaced thereby and for any amounts payable by the defaul ti ng party under Paragraph 5 hereof or othe rwise hereunder. f. For purposes of this Paragraph 11, the Repurchase Price for eac h Transaction hereunder in respect of which the defaulting party is acti ng as Buyer shall not increase above the amount of such Repurchase Price for such Transaction determ ined as of the date of the exercise or deem ed exercise by the non- defaulting party of the option referred to in subparagraph (a) of this Paragraph.
g. The defaulting party shall be liable to the non- defaulting party for (i) the amount of all reasonable legal or other expenses incurred by the non-defaulting party in connection with or as a result of an Event of Defaul t, (ii) damages in an amount equal to the cost (including all fees, expens es and commissions) of entering into replacement transactions and enter i ng into or terminating hedge transactions in connection with or as a result of an Event of Default, and (iii) any other loss, damage, cost or expen se directly arising or resulting from the occurrence of an Event of Defaul t i n respect of a Transaction.
h. To the extent permitted by applicable law, the defaulting party shal l be liable to the non-defaulting party for interest on any amounts owing by the defaulting party hereunder, from the date the defaulting party becom es liable for such amounts hereunder until such amounts are (i) paid in full by the defaulting party or (ii) satisfied in full by the exercise of the non-defaulting party’s rights hereun der. Interest on any sum payabl e by the defaulting party to the non -defaulting party under this Paragraph 11( h) shall be at a rate equal to the greater of the Pricing Rate for the relevant Transaction or the Prime Rate.
i. The non-defaulting party shall have, in addition to its rights hereunder , any rights otherwise available to it under any other agreement or applicable law.

12. Single Agreement. Buyer and Seller acknowledge that, and hav e entered hereinto and will enter into each Transaction hereunder in consideration of and in reliance upon the fact that, all Transactions hereunder constitute a single business and contractual relationshi p and have been made in consideration of each other. Accordingly, eac h of Buyer and Seller agrees (i) to perform all of its obligations in respec t of each Transaction hereunder, and that a default in the performance of any such obligations shall constitute a default by it in respect of all Transactions hereunder, (ii) that each of them shall be entitled to set off claims and apply property held by them in respect of any Transacti on against obligations owing to them in respect of any other Transactions hereunder , and (iii) that payments, deliveries and other transfers made by either of them in respect of any Transaction shall be deemed to hav e been

made in consideration of payments, deliveries and other transfers in respect of any other Transactions hereunder, and the obligations to m ak e any such payments, deliveries and other transfers may be applied agai ns t each other and netted.

13. Notices and Other Communications. Any and all notices , statements, demands or other communications hereunder may be gi v en by a party to the other by mail, facsimile, telegraph, messenger or otherwise to the address specified by Bank, or so sent to such party at any other place specified in a notice of change of address hereafter recei v ed by the other. All notices, demands and requests hereunder may be m ade orally, to be confirmed promptly in writing, or by other communicati on as specified in the preceding sentence.

14. Entire Agreement; Severability. This MRA shall supersede any existing agreements between the parties containing general terms and conditions for repurchase transactions. Each provision and agreem ent herein shall be treated as separate and independent from any other provision or agreement herein and shall be enforceable notwithstandi ng the unenforceability of any such other provision or agreement.

15. Nonassignability; Termination.
a. The rights and obligations of the parties under this MRA and under any Transaction shall not be assigned by either party without the prior written consent of the other party, and any such assignment without the prior written consent of the other party shall be null and void. Subject to t he foregoing, this MRA and any Transactions shall be binding upon and shal l inure to the benefit of the parties and their respective successors and assigns. This MRA may be terminated by either party upon giving written notice to the other, except that this MRA shall, notwithstanding such notice, remain applicable to any Transactions then outstanding. b. Subparagraph (a) of this Paragraph 15 shall not preclude a party from assigning, charging or otherwise dealing with all or any part of its interes t in any sum payable to it under Paragraph 11 hereof.

16. Governing Law. This MRA shall be governed by the laws of the State of New York without giving effect to the conflict of law principles thereof.

17. No Waivers, Etc. No express or implied waiver of any Event of Defaul t by either party shall constitute a waiver of any other Event of Default and no exercise of any remedy hereunder by any party shall constitute a wai v er of its right to exercise any other remedy hereunder. No modification or waiver of any provision of this MRA and no consent by any party to a departure herefrom shall be effective unless and until such shall be in writing and duly executed by both of the parties hereto. Without limitati on on any of the foregoing, the failure to give a notice pursuant to Paragr aph 4(a) or 4(b) hereof will not constitute a waiver of any right to do s o at a later date.

18. Use of Employee Plan Assets.
a. If assets of an employee benefit plan subject to any provision of the Employee Retirement Income Security Act of 1974 (“ERISA”) are intended to be used by either party hereto (the “Plan Party”) in a Transaction, t he Plan Party shall so notify the other party prior to the Transaction. The Pl an Party shall represent in writing to the other party that the Transacti on does not constitute a prohibited transaction under ERISA or is otherwise ex em pt therefrom, and the ot her party may proceed in reliance thereon but shal l not be required so to proceed.
b. Subject to the last sentence of subparagraph (a) of this Paragraph, any such Transaction shall proceed only if Seller furnishes or has furnished to Buyer its most recent available audited statement of its financial condi ti on and its most recent subsequent unaudited statement of its financial condition.
c. By entering into a Transaction pursuant to this Paragraph, Seller shal l be deemed (i) to represent to Buyer that since the date of Seller’s lates t such financial statements, there has been no material adverse change i n Seller’s financial condition which Seller has not disclosed to Buyer , and (ii) to agree to provide Buyer with future audited and unaudited statem ents of its financial condition as they are issued, so long as it is a Seller in any outstanding Transaction involving a Plan Party.

19. Intent.
a. The parties recognize that each Transaction is a “repurchas e agreement” as that term is defined in Section 101 of Title 11 of the Uni ted States Code, as amended (except insofar as the type of Securities subj ec t to such Transaction or the term of such Transaction would render suc h definition inapplicable), and a “securities contract” as that term is defined in Section 741 of Title 11 of the United States Code, as amended (exc ept insofar as the type of assets subject to such Transaction would render such definition inapplicable).
b. It is understood that either party’s right to liquidate Securities deliver ed to it in connect ion with Transactions hereunder or to exercise any other remedies pursuant to Paragraph 11 hereof is a contractual right to liquidate such Transaction as described in Sections 555 and 559 of Title 11 of the United States Code, as amended.
c. The parties agree and acknowledge that if a party hereto is an “insur ed depository institution,” as such term is defined in the Federal Deposi t Insurance Act, as amended (“FDIA”), then each Transaction hereunder i s a “qualified financial contract,” as that term is defined in FDIA and any rules, orders or policy statements thereunder (except insofar as the ty pe of assets subject to such Transaction would render such definiti on inapplicable).
d. It is understood that this MRA constitutes a “netting contract” as defi ned in and subject to Title IV of the Federal Deposit Insurance Corporati on Improvement Act of 1991 (“FDICIA”) and each payment entitlem ent and payment obligation under any Transaction hereunder shall constitute a “covered contractual payment entitlement” or “covered contractual payment obligation”, respectively, as defined in and subject to FDICIA (except insofar as one or both of the parties is not a “financial institution” as that term is defined in FDICIA).

20. Disclosure Relating to Certain Federal Protectio ns. The parti es acknowledge that they have been advised that:
a. In the case of Transactions in which one of the parties is a broker or dealer registered with the Securities and Exchange Commission (“SEC”) under Section 15 of the Securities Exchange Act of 1934 (“1934 Act”) , the Securities Investor Protection Corporati on has taken the position that the provisions of the Securities Investor Protection Act of 1970 (“SIPA” ) do not protect the other party with respect to any Transaction hereunder;

b. In the case of Transactions in which one of the parties is a governm ent securities broker or a government securities dealer registered with the SEC under Section 15C of the 1934 Act, SIPA will not provide protecti on to the other party with respect to any Transaction hereunder; and c. In the case of Transactions in which one of the parties is a financial institution, funds held by the financial institution pursuant to a Transac ti on hereunder are not a deposit and therefore are not insured by the Feder al Deposit Insurance Corporation or the National Credit Union Shar e Insurance Fund, as applicable.

P. ZERO BALANCE ACCOUNT (ZBA) SERVICES

1. General. ZBA Services allow Customer to concentrate balances acr os s multiple checking accounts consisting of a lead (“ Master Account”) and one or more sub-accounts funded by the Master Account. At the close of each Business Day, at a time determined by Bank, Bank shall transfer available or collected balances between the Master Account and sub- account(s) via two-way automatic transfers to ensure that the sub- accounts maintain a zero balance or a balance otherwise designated by Customer (collectively, the "Established Balance") . In addition, one -way transfers can be made from: (i) the Master Account to the sub-account; (ii) the sub-account to the Master Account ; or (iii) the Master Account to the sub-account with deposits remaining in the sub-account.

Customer agrees to maintain sufficient available funds in the Master Account to cover the aggregate debits made to the sub-accounts to enable the sub-accounts to be maintained at the Established Balance at the cl os e of each Business Day. If the available balance in the Master Account i s insufficient to restore the balance in a sub- account to the Established Balance, a lesser amount may be transferred to the sub-account in Bank ’ s sole discretion. If there are multiple sub-accounts and insufficient funds i n the Master Account to fund all sub- accounts, Bank may, in its sol e discretion, determine which sub- accounts to fund and to what extent. In addition, Bank may, in its sole discretion, either (i) reject any checks or other debit items drawn on any sub- account or (ii) accept any chec k s or other debit items drawn on a sub-account, even if such acceptance woul d bring the sub- account below the Established Balance. If Bank must reverse a provisional credit and such reversal causes the Master Account to have a negative balance, Customer agrees that Bank may reverse the transfer of any funds, in whole or in part, between the sub-account and the Master Account, and Bank may additionally reject any items not finall y pai d on the sub-account. Bank reserves the right to suspend or terminate Z BA Services without prior notice to Customer.

2. Focal Point Plus. If selected by Customer, the Focal Point Plus Serv i c e allows Customer to: (i) concentrate balances across multiple checki ng accounts consisting of a lead (“Master Account”) with one or more subaccounts (“Shadow Accounts”), which are all funded by the Master Account; and ( ii) track transactions with location reporting. Two- way automatic transfers ensure the Shadow Accounts maintain a zero balanc e.

One-way transfers can also be made from the Shadow Accounts to the Master Account. Customer acknowledges and agrees the Shado w Accounts are deemed to be part of the Master Account for purposes of thi s Agreement and cannot be used to process transactions independent of the Master Account.

Q. SINGLEPOINT® INTERNATIONAL REQUEST FOR TRANSFER

SERVICES
The U.S. Bank SinglePoint
®
International Request for Transfer Servi c es
will enable domestic or foreign organizations doing cross-border busi nes s to initiate or execute payment or transfer instructions from, or between, Customer accounts held at Bank and foreign banks. Prior to implementation of this Service, the Forwarding Bank and the Executi ng Bank must enter into a Bilateral Agreement referencing their mutual accession to the SWIFT Request for Transfer (MT101) Service Level or other relevant Service Level . Bank acts in the capacity of the Forwardi ng Bank with respect to all Requests for Transfer. This Service or other similar remote initiation Services offered by Bank are governed by thi s Agreement, the Bilateral Agreement, the Interbank Agreement, and al l other applicable federal, state and local laws and regulations. Unless otherwise defined, all capitalized terms shall have the meanings set for th in the Interbank Agreement and Bilateral Agreement.

1. Definitions.
a. “Beneficiary” means the person or entity designated in the Originator ’ s instruction to receive funds.
b. “Beneficiary Bank” means the financial institution crediting the funds to the Beneficiary’s account.
c. “Execute” or “Execution” means the debiting of the Originator’s acc ount by the Executing Bank pursuant to a Request for Transfer from the Forwarding Bank and the forwarding of the credit transfer to the Beneficiary Bank.
d. “Executing Bank” means the financial institution that receives and Executes t he Request for Transfer from the Forwarding Bank and then forwards the credit transfer to the Beneficiary Bank.
e. “Forwarding Bank” means a financial institution receiving a Reques t for Transfer from the Instructing Party and forwarding it to the Executing Bank. f. “Instructing Party” means a customer of the Forwarding Bank, whic h could be an office, department or division of the Originator, or a separate legal entity, authorized by the Originator to initiate a Request for Transfer to the Forwarding Bank.
g. “Interbank Agreement” means the Service Level Master Agreement (SLMA) and Request for Transfer Service Level Rules and Regulati ons (MT 101) or other relevant Service Levels offered by Society for Worldw i de Interbank Financial Telec ommunication (SWIFT), to which the Forwar di ng Bank and the Executing Bank are a party.
h. “Originator” means the customer of the Executing Bank whose account is to be debited pursuant to a Request for Transfer.
i. “Request for Transfer” means a transfer instruction recei ved by the Forwarding Bank from the Instructing Party for onward transmission as an MT101 to the Executing Bank, and which is capable of being proces s ed under an Interbank Agreement.

2. Bank as the Forwarding Bank. If Customer selects Bank as the Forwarding Bank, Customer is deemed to be the Instructing Party for al l Requests for Transfer. Customer will appoint those individuals authori z ed to instruct Bank regarding Request for Transfer Services (“Authoriz ed Users”) via the relevant Implementation Documents and System Administrator designations establishing the Authorized Users’ acces s authority and transaction limits. Bank may rely on any such authorizati on until it has received Customer’s written notice of revocation and has had a reasonable opportunity to act thereon. Customer and its Authorized Us er s and other Agents shall maintain the highest possible level of confidential i ty with regard to PINs or other security devices and will take all steps necessary to prevent access to them by unauthorized persons. Customer shall be responsible for the accuracy, completeness and timeliness of all Requests for Transfer sent to Bank. Requests for Transfer received after Bank’s established deadline or on any non-Business Day, including any Saturday, Sunday, holiday or any day that Bank’s wire department is not open, will be considered received on the next Business Day. Customer authorizes Bank to process and forward to the Executing Bank all Requests for Transfer received in accordance with any established security procedures. Notwithstanding the foregoing, Bank does not

assume any responsibility for the Execution of the Request for Transfer by the Executing Bank and completion of the credit transfer to the Beneficiary Bank. Customer understands and acknowledges that any applicabl e callback notifications on PIN limits established by Customer with Bank for wire transfer dollar thresholds do not apply to Requests for Transfer .

Customer agrees not to initiate a Request for Transfer in violation of applicable federal, state or local law or regulations.

3. Security Procedures. Customer and Bank shall comply with any established security procedures with respect to the initiation and forwarding of any Request for Transfer, including but not limited to, the SWIFT authentication procedures identified in the SWIFT User Handbook , as amended from time to time. Customer agrees that any such secur i ty procedures shall be deemed commercially reasonable. Customer understands that the security procedures are not intended for the pur pos e of detecting errors in the transmission or content of a Request for Trans fer controlled by Customer. Customer agrees to be bound by any Reques t for Transfer sent in the name of Customer that is processed by Bank i n compliance with the agreed security procedures whether or not authorized.

4. Amendment or Cancellation. Customer does not have the right to reverse, adjust or revoke any Request for Transfer after it has been received by Bank; provided, however, that Bank will make a reasonabl e effort to act on such a request by Customer. With respect to a Reques t for Transfer that has already been Executed, Bank may intervene at Customer’s request, to request that the Beneficiary Bank return al l or a portion of the funds. Customer understands that the Beneficiary Bank i s under no legal obligation to comply with this request.

5. Rejection/Repair. Bank may reject a Request for Transfer if: (i) it is not initiated or transmitted in accordance wi th the applicable security procedures; (ii) there is any inconsistency between a Request for Trans fer and information previously supplied to Bank; or (iii) Bank has other reasonable grounds not to honor the Request for Transfer. Bank shal l have no obligat ion to repair any Request for Transfer it receives but may , in its absolute discretion, endeavor to repair any Request for Transfer .

Bank shall notify Customer of any rejections or suspensions.

6. Limits on Bank’s Liability. Bank sends outgoing and receives incoming Requests for Transfer using SWIFT. Bank shall not be responsible for the acts or omissions of Customer, the SWIFT networ k , other financial institution or any other person. Payment to a foreign country is subject to the laws of the foreign c ountry involved. Bank assumes no liability for foreign exchange risk, delays, non-delivery or other events resulting from causes beyond Bank’s control.

R. SWIFT-RELATED SERVICES
The SWIFT-Related Services (the “Service”) will enable organizations w i th domestic or cross-border activity to initiate or execute payment or trans fer instructions from Customer’s Bank account to another account held at Bank or a third- party bank, and to receive account information and payment notifications fr om Bank via products and services offered by the Society for Worldwide Interbank Financial Telecommunication (" SWIFT").

This Service or other similar services offered by Bank are governed by thi s Agreement, applicable SWIFT agreements, rules, and terms an d conditions (collectively, "SWIFT Terms"), and all other applicable feder al , state and local laws and regulations. Unless otherwise defined, al l capitalized terms shall have the meanings set forth in the SWIFT Terms.

1. Definitions.
a. “Account Reporting” means cash management notifications, transac ti on and account information provided by Bank to Customer.
b. “Beneficiary” means the person or entity (including Customer) designated in Customer’s Transfer Request to receive funds. c. “Beneficiary Bank” means the financial institution (including Bank) that credits the funds to the Beneficiary’s account.
d. “Execute” or “Execution” means the debiting of Customer’s account by Bank and the forwarding of the credit transfer to the Beneficiary Bank pursuant to a Transfer Request from Customer.
e. “FileAct” means a file transfer service that utilizes the SWIF T infrastructure to enable the transfer of data in various file formats. f. “Transfer Request” means a MT103 or other SWIFT transfer instructi on sent by Cus tomer to B ank for onward processing. If SW IFT-Related services are accessed using SCORE, “Transfer Request” means a M T 101 Request for Transfer instruction.
g. “SCORE” means the Standardized Corporate Environment, a SWIF T direct access corporate service which offers Customer a secur e connection and standardized environment to manage Customer’s payments and payment information.

2. Security Procedures. Customer shall comply with all security procedures established by Bank for the SWIFT -Related Services , including but not limited to, the SWIFT authentication procedures identi fi ed in the SWIFT User Handbook, as amended from time to time. Customer agrees that any such security procedures shall be deemed commercially reasonable. Customer understands that the security procedures ar e not intended for the purpose of detecting errors in the transmission or content of any Account Reporting, or of a Transfer Request contr olled by Customer. Customer is solely responsible for maintaining its own inter nal security procedures to prevent errors or unauthorized access to Customer’s computer systems by unauthorized employees, vendors or customers. Customer agrees to be bound by any Transfer Reques t that appears to have been sent by Customer that is processed by Bank in compliance with the agreed security procedures, whether or not authorized. Bank will use reasonable care in transmitting the Account Reporting but assumes no res ponsibility for the accuracy or timeliness of the information supplied by other financial institutions, the SWIFT networ k .

Customer agrees to immediately notify and fully cooperate with Bank if it suspects or becomes aware of any breach or compromise of the security of the SWIFT-Related Services.

3. Transmission and Processing of Transfer Requests. Customer authorizes Bank to Execute all Transfer Requests delivered to Bank by Customer in compliance with the terms of this Agreement and any established security procedures. Customer shall adhere to formatti ng and processing requirements established by Bank. Customer authorizes Bank to use whatever means Bank, in good faith, deems reasonable under the circumstances to execute each Transfer Request, including selecti on of a funds transfer system, routing and means of transmission. Customer shal l be responsible for the accuracy, completeness and timeliness of all Transfer Requests sent to Bank for Execution. Transfer Requests wi th settlement dates of more than thirty (30) calendar days from receipt may not be processed unless prior arrangements have been made. Customer is solely responsible for initiating Transfer Requests sufficiently in adv anc e to meet Customer’s contractual obligations to it s vendors and/or customers. Bank shall not be responsible for any late payment or financ e charges that may result from Customer’s failure to allow sufficient lead - time to make a Transfer Request. Bank and any other financial instituti on may rely on the account, routing or BIC numbers in the Transfer Reques ts

even if such numbers do not correspond to the name of Customer, the Beneficiary or the Beneficiary Bank.

4. Amendment or Cancellation of Transfer Requests. Customer does not have the right to reverse, adjust or revoke any Transfer Request after it has been received by Bank; provided, however, that Bank will mak e a reasonable effort to act on such a request by Customer. With respect to a Transfer Request that has already been Executed, Bank shall, at Customer’s request, request that the Beneficiary Bank return all or a portion of the funds. Customer understands that the Beneficiary Bank i s under no legal obligation to comply with this request.

5. Rejection/Repair of Transfer Requests. Bank may reject a Transfer Request if: (i) it is not initiated or transmitted in accordance with the applicable security procedures; (ii) does not adhere to Bank’s formatti ng or processing requirements; (iii) there is any inconsistency between a Transfer Request and information previously supplied to Bank; (iv) Customer’s Transfer Requests exceed any applicable transaction limits established by Bank; (v) if there are insufficient collected funds in Customer’s account to fund the Transfer Request; or (vi) Bank has ot her reasonable grounds not to honor the Transfer Request. Bank shall hav e no obligation to repair any Transfer Request it receives but may, in its absolute discretion, endeavor to do so.

6. Account Reporting. Bank may send notifications that allow Custo mer to receive advices relating to Customer’s payments processed by Bank .

Bank may also provide Customer with information on accounts maintai ned at Bank. If Customer elects to receive notifications and other account information via SWIFT, Customer shall exercise extreme care in maintaining its own security in the receipt of the notifications or information. Customer acknowledges that the data received via SWIF T may include confidential information, including, without limitation, nam es , amounts, phone numbers and account information. Customer further acknowledges that it alone assumes full responsibility for maintenanc e of its internal security procedures to keep such information confidential.

7. Limits on Bank’s Liability. Bank will use reasonable efforts to prov i de notifications and information in a prompt fashion but shall not be liable for the temporary failure to provide timely data. Bank assumes no responsibility for any delays caused, or for inaccurate or incomplete information provided, by the S WIFT network or third- party banks with respect to payments and related information. Bank shall not be responsible for the acts or omission of Customer, the SWIFT network , any other financial institution or any other person. Payment to a foreign country i s subject to the laws of the foreign country involved. Bank assumes no liability for foreign exchange risk, delays, non-delivery or other events resulting from causes beyond Bank’s control.

8. SCORE. If Customer accesses the SWIFT -Related Services using SCORE, Customer shall additionally comply with applicable SWIF T agreements, documentation, user guides , security procedures and al l other instructions and recommendations provided by SWIFT or by Bank i n relation to the use of SCORE. Customer acknowledges that Bank does not regulate the setup and provision of SWIFT membership, joining the SWIFT network or SCORE, the SWIFT network security or the facilities necessary to access and use them. Customer represents that it is, and will throughout the term of this Service remain, an authorized SWIF T participant. Customer authorizes Bank to act on any instruction contai ned in a SWIFT message received by Bank through SCORE which appear s to have been sent by Cust omer. In the event that Customer requests Bank to provide SWIFT-Related Services through SCORE to a parent company , subsidiary, affiliate or other commonly owned company, Customer agr ees that it shall be jointly and severally liable for such related entit y’s obligations under this Agreement. Customer represents and warrants that such related entity is a duly authorized agent of the Customer and that the related entity is acting on behalf of Customer in its authorized capacity.

9. FileAct. If the FileAct service is offered by Bank and selected by Customer, Customer may use this service which enables the secure and reliable transfer of files to exchange batches of financial messages , reports, bulk payment files, images and other data over the S W I FT network. FileAct supports both interactive (real -time) and store- and- forward modes. Prior to implementation, Customer shall verify that Bank is capable of supporting the file formats and transaction types that Customer wishes to transmit. If the file format and transaction type i s supported by Bank, Customer agrees that the processing of each file shal l be additionally subject to all applicable Sections of the Agreement.

V. TERMS APPLICABLE TO SPECIFIC FOREIGN EXCHANGE

SERVICES
The following are additional terms and conditions applicable to all Forei gn Exchange Services offered by Bank including, but not limited to, spot, forward, swap and option transactions, whether physically deliverabl e or non-deliverable FX transactions . Bank may change the number or ty pe of Services offered at any time.

1. Conflicting Provisions and Separate Disclosures. With respec t to all foreign exchange transactions or other derivative products entered i nto by Customer, to the extent that any provision of this Agreement conflicts with a provision of any ISDA Master Agreement by and between Custom er and Bank or any documents related thereto (the “ISDA”), the ISDA terms shall govern. Disclosures herein supplement other disclosures that Bank may provide Customer and any ot her agreements between Bank and Customer in connection with FX t ransactions, including, but not limited to, ISDA Master Agreement, USBNA Assessment and Agreement for Sw ap Transactions, the ISDA August 2012 DF Protocol, the ISDA Marc h 2013 DF Protocol, the ISDA General Disclosure Statement for Transactions , the ISDA Disclosure Annex for Foreign Exchange Transactions, and the U.S.

Bank National Association Foreign Exchange Disclosures .

2. Foreign Exchange Risk. Many banking and finance transactions car r y risk. All foreign exchange transactions, including but not limited to, sw aps , options, forwards, foreign exchange transactions currency accounts , and other similar derivatives and related products involve unique risks specifi c to the nature of these types of transactions and the currency market.

These types of transactions are not suitable for all Customers. Custom er should fully understand the nature and extent of exposure to risk of loss, if any, which in some circumstances may significantly exceed the amount of any initial payment made by or to Customer. All decisions to enter into foreign exchange transactions should be made by Customer giving appropriate consideration to Customer’s experience, objectives, financ i al resources and business environment. Bank will be truthful in its statements about any facts, but statements made by Bank should not be construed as recommendations or advice.

3. Arm’s Length Transactions. Bank is a dealer and market maker i n the foreign exchange market. As such, Bank eng ages in price quoti ng, order taking, trade execution and other related activities with counterparties and other dealers and for Bank’s own account. Unles s otherwise agree by Bank in writing, Bank acts as a principal on an arm’s length basis, does not act as Customer’s agent, broker, fiduciary, financ i al advisor or in any similar capacity when engaging in FX t ransactions w i th Customer, nor will Bank perform the duties associated with these roles .

4. Pricing. Many factors affect foreign exchange pricing, including but not limited to, the size and nature of the transaction, credit, capital and funding costs, applicable trading venue or platform and the manner that such trading platform or venue is utilized, settlement risk, operational considerations, regulatory requirements, relationship factors suc h as the amount and nature of service provided and volumes traded by Custom er, the type of trade request, and business costs such as fees related to exchanges, brok ers or other intermediaries. Market conditions, suc h as demand, frequency, timing and volatility, also affect foreign exchange pricing. These factors in pricing may result in Bank offering different pri c es to different customers for the same or similar F X transactions. Unless otherwise agreed, prices quoted by Bank on all FX t ransactions (actionable and indicative) are an “all in” price that typically includes Bank’s bid or offer spread for the requested transaction and an amount to compensate Bank based on the many factors set forth above. Thes e components will not be separately disclosed unless required by law.

Bank’s pricing may not be reflective of prices being offered by other dealers. During extreme market conditions, such as liquidity events , the notional size and price levels Bank offers may not match levels provided in normal market conditions.

A. ELECTRONIC FOREIGN EXCHANGE SERVICES

1. Introduction. Bank may provide foreign exchange services to Customer in connection with one or more web -based services, via priv ate Internet site owned and operated by Bank (“ EFX”). If requested by Customer and agreed to by Bank, Bank will provide such services in accordance with this Agreement and other terms and procedures prov i ded to the Customer. C ustomer agrees that Customer’s use of EFX and all

transactions initiated thereby shall be governed by this Section, all other relevant sections of the Agreement and any other related disclosures provided to Customer, in either paper or electronic format. EFX shall be available only during hours as established by Bank, which may vary by day or location. Notwithstanding anything to the contrary herein, Bank does not confirm that the person authorizing any EFX transaction i s an Authorized Signer or is otherw ise authorized to conduct any EFX transaction on behalf of Customer.

2. Access Devices. Once Bank has granted Customer access to any EFX system , System Administrator(s) designated by Customer in the Implementation Documents will be provided with one or more access devices, which may include cards, identification numbers and/or passwords. Customer shall use all EFX services in accordance wi th the security procedures set forth in this Agreement.

3. Trades.
a. General Procedures. Within the applicable EFX platform , Custom er informs Bank that Customer wishes to purchase or sell a stated amount of currency against a second currency on a designated date (“Settlem ent Date”) either unconditionally or at a displayed exchange rate, if one may be obtained (“Trade”). Any transaction that results following the submission of a Trade shall be Customer’s legally binding obligation.

Trades submitted to Bank via an EFX platform shall be effective onl y upon acceptance by Bank. Bank will establish from time to time specifi c times of day after which Trades will not be processed on a "same-day" or "nex t- day" basis. Trades submitted after Bank's deadline will be consider ed received on the next business day. Deadlines will differ depending on the Trade currency and other fact ors. Market movements could occur whi l e systems are processing Customer’s transaction. These market movements may be in Customer’s favor or against Customer’s positi on and will be reflected in the execution price.
b. Confirmation. Bank shall make reasonable efforts to provide information and status of the terms of any Trade on the EFX platfor m or by other means established by Bank. Failure by Bank to confirm a Trade for any reason, including without limitation computer malfunction, shall not excuse Customer’s obligations related to any Trade. Bank’s internal records with respect to each Trade shall constitute conclusive evidenc e of the terms of each Trade. The terms of each Trade shall be incorporated into and become part of this Agreement.
b. Settlement Instructions and Payment. Once a Trade has been made, Customer agrees to make payment or delivery of currency to Bank on the Settlement Date of the Trade in accordance with the settlement instructions provided by Customer, plus any applicable fees or charges .

Bank expects that all trades will settle via standing settlement instructi ons.

Customer is solely responsible for the accuracy and completeness of any settlement instructions delivered to Bank through EFX and suc h settlement instructions are subject to the concurrence of Bank . Any change to Customer’s standing instructions must be completed on the platform no less than three business days prior to settlement. Failur e to do so may result in settlement after value date and a claim for compensation or use of the previously applicable settlement instructi ons and a claim for compensation. Bank strongly discourages the use of thir d- party payments to settle foreign exchange transactions. Third- par ty payments will only be permit ted in certain instances in the sole discretion of Bank. Requests for third-party payments will require all informati on requested by Bank in connection with anti -money laundering regulati ons and policies. Settlement instructions for approved third- party payments must be provided on the platform no less than three (3) business day s prior to settlement. Settlement instruction provided after this time or incorrect or incomplete instructions may result in settlement after the v al ue date or use of the previously applicable settlement instructions. Should Customer instruct Bank to settle a Trade by debiting an account, Custom er agrees to maintain sufficient available funds in the account to settl e on the Settlement Date. Should funds be insufficient to settle the trade on the Settlement Date, Bank reserves the right in its sole discretion to debi t any of Customer’s account with the Bank in the amount of Trade, subjec t to applicable account fees and charges, or to terminate the Trade. c. Cancellation or Change. Customer acknowledges and agrees that Customer shall have no right to cancel or reverse a Trade once submitted.

Bank will, however, make reasonable efforts in its sole and complete discretion to cancel or amend the terms of a Trade upon Customer’s request . Should a Trade be successfully canceled or amended, Custom er agrees to reimburse Bank for any breakage costs and other expens es incurred by Bank to cancel or amend the Trade, including any fees imposed for this extraordinary service. Bank reserves the right to adj us t the exchange rate on any Trade requiring a new Settlement Date to refl ec t any costs associated with carrying that Trade to a new Settlement Date.

4. Funds Transfers. Customer authorizes Bank to execute and char ge the designated Customer account(s) for wire transfer payment order s delivered to Bank via any EFX service. Customer agrees that all such wi r e transfer payment orders will be governed by the relevant Sections of thi s Agreement.

5. Representations and Warranties. Customer represents and warrants to Bank as of the date of this Agreement and as of the date of each Tr ade that: (i) Customer is authorized to enter into this Agreement and any Trade, (ii) the persons entering into the Agreement (and each Trade) on Customer’s behalf have been duly authorized to do so, (iii) the Agreem ent (and each Trade) is binding and enforceable against Customer in accordance with its terms, (iv) no Termination Event has occurred or is continuing, and (v) Customer is acting as principal with respect to eac h Trade.

6. Close -Out Events. Each of the following events shall constitute a close-out event under this Agreement (each a “Close- Out Event”): (i) failure by Customer to pay Bank for any amounts due under this Agreement or any Trade, (ii) any voluntary or involuntary insolvenc y proceeding (including without limitation any proceeding under any bankruptcy, insolvency or other similar laws governing the operati ons of Customer) shall have been commenced against Customer, (iii) Customer fails, or is otherwise unable, to pay its debts as they become due, (iv) Customer disaffirms, disclaims or repudiates any Trade, (v) any representation made by Customer under this Agreement shall prove to have been false or misleading in any material way at the time that it was made, or (vi) Customer shall be in default of any agreement betw een Customer and Bank or its subsidiaries or affiliates.

7. Rights Upon Close -Out Event. If a Close -Out Event has occurred, Bank shall have the right to terminate this Agreement and, upon noti c e to Customer, close out all outstanding Trades on a date specified by Bank (the “Close-Out Date”). In such event, Bank shall liquidate such Trades by calculating in good faith the gain or loss of all Trades as follows: (i) determine the close out amount of each Trade, which shall be equal to the sum of the face value of each Trade in a particular currency with a Settlement Date that is the same or later than the Close- Out Date and the face value of each Trade in the same currency with a Settlement Date p rior to the Close- Out Date, plus interest at the Fed Funds rate from and including the Settlement Date, but excluding the Close- Out Date, (ii) convert the close out amount of each group of like currency Trades into U.

S. Dollars at the rate of exchange at which, at the time of the calculation, Bank may buy U.S. d ollars with or against currency of each closed out Trade, and (iii) determine for each Trade the sums that would have been owed by Customer to Bank and the sums that would be owed by Bank to Customer (adjusted to present value by discounting the gain or loss at the Fed Funds rate from and including the Settlement Date, but excluding the Close-Out Date). The preceding amounts shall be aggregated, so that al l such amounts are netted into a single l iquidated amount payable to or by Bank. Customer shall pay on demand any amounts owing to Bank pursuant to this Section and Bank’s calculations shall be conclusivel y binding against Customer, absent manifest error.

B. FOREIGN CURRENCY ACCOUNTS

1. Introduction. If requested by Customer and agreed to by Bank , Customer may open a Foreign Currency Account (“FCA”) at U.S. Bank National Association (“Standard FCA”).

2. Permitted Deposits. Bank may accept the following for deposit i nto FCA:
a. Proceeds of matured foreign exchange purchase contracts; b. Proceeds of foreign currency denominated letters of credit or documentary collection;
c. Incoming international funds transfers;
d. Proceeds of loan disbursements; or
e. Foreign checks and other items subject to collection, which may not be available until funds are received by Bank .

Bank will not accept currency or coin for deposit into FCA. Deposi ts not specifically enumerated above may be allowed if agreed to by Bank in writing. Only collected and verified funds can be deposited into FCA, whereupon funds will be immediately available for withdrawal or trans fer by Customer.

3. Withdrawals. Customer can make withdrawals out of FCA in the following ways:
a. Settlement of a foreign currency exchange sale contract; b. Negotiation of foreign currency denominated letters of credit or documentary collection;
c. Outgoing international funds transfers by wires initiated in accordance with Bank procedures; or
d. Payment of a foreign currency loan.

Each of these methods of making a withdrawal will result in an immediate debit to the FCA for the entire amount Customer has elected to withdraw from such FCA.

4. Interest. Interest rates offered on FCAs are determined in Bank’ s discretion based on the applicable currency. Such interest rates may be set at zero or at a negative interest rate. Interest is calculated based on the average daily balance method. The average daily balance method i s an annualized rate that reflects the relationship between t he amount of interest each fiscal month and the average daily balance in the account for such fiscal month. Negative interest may be assessed as a fee bas ed on the interest rate set by the applicable monetary authority plus the incremental cost of funding to U.S. Bank.

5. Denomination. Customer will elect the denomination of each FC A on a separate account opening document. Transfers of funds into and out of FCA in the currency in which that particular FCA is denominated wil l be made without regard to the equivalent value of that sum of foreign currenc y in U.S. dollars or other foreign currencies. Transfers of funds into and out of FCA in a currency other than the currency in which that particular FCA is denominated may be accommodated by the Bank in its discretion. Such transfers will be made at the prevailing exchange rate determined by Bank .

6. Non-Business Days. In addition to non-Business Days specified in the Agreement, there will occasionally be other days on which Bank cannot process or complete a transaction due to holidays in foreign countries.

7. Other Terms. Bank may refuse a deposit, limit the amount which Customer may deposit, return all or any part of a deposit or requir e that Customer close FCA at any time. Bank may also close FCA without prior notice and remit to Customer any balance remaining after taking into account all pending debits and charges against such FCA.

8. Foreign Currency Account Risks. Investing in any currency other than the base currency of the Customer carries risk. The value of the balances in such accounts may be significantly affected by changes i n currency exchange rates. Some other risks of maintaining foreign currency balances include, but are not limited to: the effects of a differ ent economic system in a for eign country, future political and economi c developments, possible imposition of exchange controls or other government restrictions, and with respect to certain countries, the possibility of expropriation or confiscatory taxation, political or social instability, or diplomatic developments which could adversely affect the value of the currency. Should Bank’s balances in a foreign countr y become blocked or withdrawals by Bank become otherwise restricted, Customer’s funds in the FCA will likewise be blocked or otherwis e restricted.

WHILE DEPOSITS IN FCAS MAY BE INSURED BY THE FEDERAL
DEPOSIT INSURANCE CORPORATION (“FDIC”) UP TO A MAXIMUM

AMOUNT ALLOWED BY LAW, CUSTOMER IS NOT PROTECTED BY

BANK AGAINST FOREIGN CURRENCY EXCHANGE RATE

FLUCTUATIONS OR FROM INABILITY TO ACCESS FUNDS FROM

FOREIGN REGULATIONS BY THE FDIC INSURANCE, OR ANY
OTHER INSURANCE OR GUARANTY PROGRAM.

9. Limitations on Liability. In addition to other limitations on liability set forth in this Agreement, Customer expressly releases and hol ds harml es s Bank, and its affiliates, agents and employees, from any liability, loss, damage or claim related to currency exchange rates or fluctuations i n value of the currency in which the applicable FCA is denominated wi th respect to the U.S. dollar and other currencies. Customer hereby assumes all risks related to currency exchange rates and fluctuations i n currency values, including that the foreign currency in FCA might be wor th less, in U.S. dollars or other foreign currencies, than the U.S. d ollar or other foreign currency equivalent of such funds at the time deposited i nto the FCA. Bank makes no warranty and no representation about the v al ue of any FCA balance at any time.

VI. TERMS APPLICABLE TO SPECIFIC MONEY CENTER AND

SAFEKEEPING SERVICES
The following are additional terms and conditions applicable to specifi c Money Center and Safekeeping Services offered by Bank. In the event of a conflict between this Section VI and any other provision of this Agreement, Section VI shall govern. Bank may change the number or type of Services offered at any time. Customer shall not be bound by the terms and condi tions for the specific Services described in this Secti on VI to the extent Customer is not using such Service(s).

Municipal Advisor Rule Disclos ure. This disclosure applies to Customer if Customer is classified as a municipality or an "obligat ed person" under the Municipal Advisor Rule. For purposes of Section 15B of the Securities Exchange Act of 1934 (the "Act") (SEC Rule 15Ba1-1 et seq.) (the "Rule"), Bank: (1) is not recommending and will not recommend an action to Customer; (2) is not providing and will not provide "advice" to Customer as defined in the Rule, and any information or communication from Bank in respect of Customer's accounts with the Money Center or the Safekeeping Departments of Bank or in respect of any securities transaction or potential securities transaction to be executed via such account(s) is not intended to be and should not be construed as "advice" as defined in the Rule; and (3) is not acting as an advisor to Customer and does not owe Customer any fiduciary duty pursuant to Section 15B of the Act or otherwise with respect to any such account(s), information, communication, transaction or potential transaction. Customer should discuss any information or material provided to Customer by Bank in connection with trading, investing or other activity in the such account(s) with any and all of Customer's internal or extern al advisors and experts that Customer deems appropriate before act in g on any such information or material.

A. INVESTMENT, DEPOSITORY AND SAFEKEEPING SERVICES
From time to time, Customer may effect securities transactions or establish deposits with Bank's Money Center Department and/or reques t safekeeping serv ices from Bank's Safekeeping Department . All such transactions shall be subject to the terms and conditions of this Agreement .

1. Definitions.
a. “Confirmation” means the confirmation statement from Bank as described in this Agreement .
b. A “Money Center deposit ” means an interest-bearing demand deposit account, a money market deposit account (“MMDA”), a time deposit , or other deposit liabilit y of Bank to Customer established under this Agreement and maintained in Customer's Money Center inves tment account .
c. "Safekept Securities" means securities that Bank has agreed to ac c ept and hold for the account of Customer under the terms of this Agreement. d. The term "securities" means all securities (as Defined in the Securities Exchange Act of 1934 ) and all investment securities or products from ti m e to time offered by Bank to Customer, other than certificates of depos i t issued by Bank and deposits made with Bank.
e. “Settlement Account” means any settlement account (s) designated by Customer or any replacement account identified by Customer in a written notice delivered to Bank.

2. Securities Transactions: Compensation and Capacity of Bank. a. In General. In any securities transaction governed by this Section VI.A, Bank may be acting as principal, riskless principal, or agent. Bank’ s capacity in any securities transaction will be indicated on the Confirmati on. (i) As Principal. When acting as a principal in securities transactions , Bank will either buy securities for its own account or sell for its ow n account securities owned by Bank, whether such securities ar e bought before or after receiving Customer’s order. Bank ’ s compensation is reflected in the price at which Bank buys or sells the securities.
(ii) As Riskle ss Principal. When acting as a riskless principal i n securities transactions, after receiving from Customer an order to buy or sell securities, Bank will buy or sell securities for its own account to offset the sale to or purchase from Customer . Bank’s compensation is reflected in the price at which Bank buys and sell s the securities.
(iii) As Agent. When acting as Customer’s agent in securities transactions , Bank will buy or sell securities solely for Customer’ s account. Bank’s compensation due from Customer is the amount of any agency service charge indicated on the Confirmation. b. Service Fees. In addition to compensation received as a principal , riskless principal or agent, Bank may charge Customer service fees in relation to securities transaction as specified in the current fee schedul e as provided to Customer, which may be amended from time to time upon notice to Customer.
c. Other Compensation; Bank Securities . Bank may be paid a fee or other compensation by any other party in connection with any securities transaction, and any such fee or compensation will be in addition to fee s payable by Customer to Bank under this Agreement . Such additional compensation may include, without limitation, advisory, custodial , distribution and/or shareholder service fees (which may be paid as se rvice fees pursuant to Rule 12b- 1 under the Investment Company Act of 1940) that Bank or its affiliates may receive from various mutual funds and/ or mutual fund service providers, based upon moneys invested in the funds.

Customer acknowledges that those fees or other compensation may be paid to Bank for such services, and that such payments will not reduce or offset any fee or compensation due from Customer to Bank under thi s Agreement . Further, Customer acknowledges that securities Custom er acquires through Bank may directly or indirectly (including through mutual or money market funds) represent an ownership interest in securities issued by Bank or its affiliates or by funds sponsored by Bank or its affiliates.

3. Money Center Deposits.
a. In General . If Customer elects to deposit funds through the Bank ’ s Money Center Department , that Money Center deposit shall be maintai ned within Customer’s Money Center investment account. Bank will provi de Customer with a Confirmation upon Customer’s placement of funds , and the deposit transaction will be reflected on Customer’s Money Center account statement. With the exception of Eurodollar deposits (which ar e not deemed deposits under rules promulgated by the FDIC and therefor e are not insured by the FDIC), Money Center deposits are FDIC insured per depositor, up to applicable FDIC limits. By opening and maintai ni ng a Money Center deposit , Customer agrees to be bound by this Agreement.

b. Access to Funds. In addition to any other restrictions specifi ed elsewhere in this Agreement, Customer shall not be allowed to mak e withdrawals or transfers from a Money Center deposit at a U.S. Bank branch or ATM or via check. No debit or ATM cards will be issued on a Money Center deposit . Customer shall be permitted to make withdraw al s or transfers from a Money Center deposit only by contacting the Money Center Department in the following manner: telephone, facsimile, emai l , or via an online system provided or approved by Bank .
c. Notice of Withdrawal. Bank reserves the right to require at least sev en (7) days written notice prior to withdrawal or transfer of funds from a n MMDA, unless otherwise specified on the Confirmation for the Customer ' s placement of funds . Customer must provide such notice to Bank's Money Center Department by 3:00 PM Central Time via telephone, email, or fax.

4. Pledges; Segregation.
a. Pledges. Upon request of Customer, Bank can provide a form of contr ol agreement suitable for transactions where Customer wishes to grant to third parties a lien, pledge or other rights over its property held by or at the Money Center or Safek eeping Departments at Bank. Customer agr ees that all costs of Bank, including reasonable fees and expenses of outs i de counsel if deemed necessary by Bank, will be at Customer's expens e i f such a control agreement is requested, whether or not a final agreement is entered into.
b. Segregated Assets. Where Customer wishes to effect transactions hereunder on behalf of its customers using the property of suc h

customers, Customer will first notify Bank in writing of its intention to do s o before effecting any s uch transactions. Customer acknowledges that Bank may require one or more additional agreements in order to ac c ept such transactions. Once acceptance of such transactions has been approved by Bank, Customer agrees to include in its instructions to Bank an agreed identifier or designation as to the applicable securities, depos i ts and transactions.

5. Securities Transaction Requests.
a. Effecting Transactions. Each securities transaction will be effected pursuant to Customer's instructions made verbally, by fax or sent electronically via email or a trading system provided or approved by Bank.

Emailed instructions must be directed to Bank’s email address as designated from time to time by Bank, and fax instructions must be directed to Bank’s fax number as designated from time to time by Bank .

Securities transaction requests may be acted upon by Bank without acknowledgment by Bank that it has received such request. b. Cut-Off Times. Bank establi shes cut-off times for receipt of securities transaction requests depending on the type of security and the market in which it is traded. In addition, market holidays, procedural or operational matters, and actions taken by market operators may affect Bank’s ability to process securities transaction requests. Customer instructions for same day settlement received before the applicable cut -off time will be submitted for processing that Business D ay. Customer instructions for same day settlement received after the applicable cut -off time may be processed by Bank on a ‘best efforts’ basis that Business D ay and otherwise will be submitted for processing the next Business D ay. c. Bank's Rights. Bank may reject, refuse to honor, or reverse all or any portion of any transaction request, with or without prior notice to Custom er.

If Customer fails to pay in full for any security purchased or fails to deliver security sold, in each case on or before the related settlement date, Bank is authorized in its discretion and without notice or demand to take any one or more of the following actions: cancel the transaction; sell the securiti es covered thereby; buy -in cover securities or other property required to m ak e delivery; charge the Settlement Account for amounts due; hold Customer liable for any loss, cost or expense including but not limited to, breakage or pair-off fees and the capital charge and interes t cost to carry any securiti es purchased; and/ or impose fees .

6. Safekept Securities. Bank, acting through its Sa fekeepi ng Department, agrees to hold and keep as custodian hereunder all Safek ept Securities, and to deliver such Safekept Securities in accordance with the instructions of Customer, all subject to the terms and conditions of thi s Agreement.
a. Acceptance and Withdrawal. Securities eligible to be Safek ept Securities may be delivered to Bank, and any Safekept Securities m ay be withdrawn from Bank, in each case upon an instruction of Customer delivered in accordance with this Agreement. Withdrawal or deliver y of Safekept Securities is subject to availability (e.g., among other reas ons , securities involved in a corporate action or in frozen status, restricted securities or pledged securities may not be available for withdrawal or delivery). Bank shall not be liable or responsible for or on account of any act or omission of any broker or other agent designated by Customer or , in the absence of such designation, selected by Bank to receive or deliv er securities for the account of Customer.
b. Registration; Depositories. Bank shall register Safekept Securities in nominee name and may from time to time change the registration of Safekept Securities from nominee name to Customer’s name, or vice versa. Customer agrees that it will timely complete any necessar y documentation provided by Bank to change the registration of Safek ept Securities. Safekept Securities held in nominee name may be deposi ted with The Depository Trust Company or other third- party depositor y acceptable to Bank. Securities that are depository eligible will be held at the depository in the depository’s nominee name.
c. Securityholder Information. Unless otherwise required by law or pursuant to instructions from Customer, in no event shall Bank be responsible to take any action concer ning any puts, calls, conversions , exchanges, reorganizations, offers, tenders or other corporate actions or similar matters relating to Safekept Securities, other than (i) to forward to Customer in accordance with this Agreement the written informati on received by Bank relating to any such transaction, and (ii) follow Customer’s lawful instructions with respect to such actions. Customer may directly vote any proxy or other corporate action, or if it instructs Bank to vote on its behalf, agrees that any instructions to Bank with respect to any such actions shall be delivered to Bank within sufficient time for Bank to act thereon if any action is required. Safekept Securities called for redemption prior to maturity will be presented by Bank for payment provided the trustee or other appropriate entity gives Bank adequate notice of redemption. Should any Safekept Security be called for parti al redemption by the issuer of such security, Bank is authorized to acc ept the allocation applied by any central deposit ory. In the event Bank has to allocate any redemption among its accounts, Bank shall allot the redemption proceeds in accordance with its standard procedures therefor , effected in such manner as it deems appropriate in its sole discretion. d. Collection of Income and Principal. Bank shall collect and receive the interest, principal and other income payable in connecti on with the Safekept Securities , and shall pay to Customer or credit to the Settlement Account all such amounts. Bank shall not be obligated (i) to pay to Customer or credit to the Settlement Account any payment of interes t, principal or other income until Bank receives such payment in immediatel y available funds or (ii) to institute or participate in any collection proceedings or other proceedings to enforce Customer’s rights relativ e to any Safekept Securities or to pursue any remedies on behalf of Custom er .

Bank is hereby authorized to sign on behalf of Customer any declarati ons , affidavits, certificates of ownership or other documents rel ating to securities held by Bank in nominee name that may at any time be requi r ed with respect to all coupons, registered interest, dividends or other incom e.

If any of Customer’s deposits or securities the subject of this Agreement, including Safekept Securities, are subject to a variable or fixed rate of interest and such deposits or securities bear an interest rate less than zero, Customer agrees to pay Bank all amounts of the negative interes t or fees that Bank imposes as compensation for the less -than-zero inter est rate (which may also be debited from the Settlement Account by Bank ) , and Customer agrees that the principal amount of such Safek ept Securities may be reduced to the extent necessary to cover the amount of the negative interest or fees if available funds are not otherwise provided by Customer.
e. Return of Payments. Customer will repay Bank, or Bank may charge the Settlement Account, in the event that for any reason (i) Bank is required to return to the issuer or to a third party any payment s in respec t of Safekept Securities, (ii) Bank fails to receive from the issuer or appropriate other party a payment Bank paid to Customer in respec t of Safekept Securities, or (iii) Bank must return to the issuer or appropr i ate other party a payment Bank paid to Customer in respect of Safek ept Securities. Customer further agrees that the principal amount of any Safekept Securities may be reduced, and any remittances due from Bank to Customer (whether or not under this Agreement), and any other accounts of Customer with Bank, may be offset to the extent necessar y to cover the amount of such returned payments to the extent that immediately available funds are not otherwise provided by Customer to Bank.

7. Confirmation Statements. Promptly after effecting any transacti on pursuant to this Section VI.A, Bank will deliver to Customer a Confirmati on which shall identify at least (i) Bank and Customer, (ii) the trade and settlement dates of the transaction, (iii) the issuer and par amount of the related securities (for securities transactions) and the principal amount of any deposit (for deposit transactions), (iv) the interest rate if applicabl e and/or any discount rate applicable to any securities transactions or deposit transactions, ( v) the maturity date of the transaction, if applicabl e, (vi) the capacity of Bank as principal, riskless principal or agent (if the transaction is a securities transaction) and, if applicable, whether the securities will be Safekept Securities, (vii) any t erms and informati on required by applicable law, and (viii) any other terms and information whi c h Bank may include at its discretion. The information contained on the Confirmation shall be considered true and correct and conclusively bindi ng upon Customer unless Customer notifies Bank of any error therein withi n three (3) business days after the date the Confirmation is deem ed delivered to Customer in accordance with this Agreement. Customer m ay , by notice from an Authorized User in accordance with this Agreement, elect to receive Confirmations by mail, fax, email, or other electroni c