Santa Monica City Council
December 13, 2022

Contract No. 10554 (CCS)

BANKING SERVICES AGREEMENT
This Banking Services Agreement ("Banking Services Agreement"), entered into as of February 14, 2018 ("Execution Date"), by and between the City of Santa Monica ('City") and MUFG Union Bank, N.A. ("Bank"), is made with reference to the following:

RECITALS:

A. The City is a municipal corporation duly organized and validly existing under the laws of the State of California with the power to carry on its business as it is now being conducted under the statutes of the State of California and the Charter of the City.

B. Bank is qualified to do business, and is doing business, in the State of California.

Bank represents it has the background, knowledge, experience and expertise necessary to provide the services set forth in this Agreement.

C. The City and Bank now desire to enter into an agreement for Bank to provide transaction banking services to the City.

NOW, THEREFORE, it is mutually agreed by and between the undersigned parties as follows:

TERMS AND CONDITIONS

1. Term. This Agreement begins on the Execution Date and terminates on February 13, 2023, unless sooner terminated in accordance with Section 13.

2. Bank Services. Bank will perform all of the services ("Services") described in Exhibit A-1 and pursuant to the terms of this Agreement and the terms and conditions of Bank's standard account and service documentation attached hereto as Exhibits A-2 through A-17 ("MUFG's Standard Account and Service Documentation"). This City Banking Services Agreement and Bank's Account and Service Documentation is collectively referred to herein as the "Agreement." In the case of a conflict between this Banking Services Agreement and Bank's Standard Account and Service Documentation, the Banking Services Agreement will control. Notwithstanding anything to the contrary in this Agreement or any Exhibits attached hereto, the parties acknowledge and agree that during the Term of this Agreement, material changes to Bank's Standard Account Service Documentation in conflict with this Agreement may only be modified by written agreement of the parties, approved as to form by the City Attorney.
- 1-
August 2017

3. City Services. The City agrees to:

3.1 Make available to Bank any currently existing documents, data or information required for the performance of the Services.

3.2 Designate a representative authorized to act on behalf of City.

3.3 Promptly examine and render findings on all documents submitted for staff review by Bank.

4. Compensation. The City will compensate Bank for the Services performed pursuant to the fee schedule set forth in Exhibit B, Fee Schedule.

5. Notices. All notices, demands, requests or approvals to be given under this Agreement, must be in writing and will be deemed delivered when actually received and may be delivered personally, by email, or on the third business day after deposit in the United States mail, postage prepaid, registered or certified, addressed as set forth below. Each party will have a reasonable period of time to act upon such notice, demand, request or approval after actually received by such party.

6.1 All notices, demands, requests or approvals to the City:

Finance Department
City of Santa Monica
1717 4* Street, Suite 150
Santa Monica, California 90401
Attention: DAVID CARR
Re: Contract No. 10554 (CCS)
with a copy to:

Santa Monica City Attorney's Office
1685 Main Street, Third Floor
Santa Monica, California 90401
Attention: City Attorney
Re: Contract No.10554 (CCS)

6.2 All notices, demands, requests or approvals to ABC:

GARRETT BELL, MANAGING DIRECTOR

MUFG UNION BANK
445 South Figueroa Street, 16th Floor
Los Angeles, CA 90071
Re: Contract No.10554 (CCS)

6. Independent Parties. Both parties to this Agreement will be acting in an independent capacity and not as agents, employees, partners, or joint venturers of one another.

Neither the City nor its officers or employees will have any control over the conduct - 2-
August 2017
of Bank or any of Bank's agents, employees, or subconsultants, except as otherwise provided in this Agreement.

7. Integrated Contract. This Agreement represents the full and complete understanding I every kind or nature whatsoever between the parties. Any preliminary negotiation und agreements of any kind or nature are merged into this Agreement. No oral agreement or implied covenant may be held to vary the provisions of this Agreement.

This Agreement may be modified only by written agreement signed by City and Bank, and approved as to form by the City Attorney.

8. Insurance. Prior to commencing work, Bank must procure, maintain and pay for insurance as set forth in Exhibit C, Insurance Requirements and Verifications.

9. Defense and Indemnification.

9.1 Indemnification. As to Bank's Services produced under this Agreement, Bank agrees to defend, indemnify, protect, and hold harmless the City, its agents, officers, boards and commissions, and employees (collectively, "City") from and against any and all liability, claims, demands, damages, or costs, including but not limited to attorney's fees, or payments for injury to property (collectively, "Losses") caused by the negligent acts, errors and/or omissions of Bank, or Bank's employees, agents, officers, and subconsultants in the provision of the Services, except to the extent caused by the negligent acts and/or omissions of the City's or the negligent acts and/or omissions of the City's employees, agents or officers. Notwithstanding the foregoing, Bank's obligations of indemnity under this Agreement shall not exceed one (1) million in the aggregate for the Services provided under this Agreement and the Services provided under the Commercial Card Agreement executed between the parties on , 20

10. Prohibition Against Transfers.

10.1 Bank may not assign, hypothecate, or transfer this Agreement or any interest therein directly or indirectly, by operation of law or otherwise without the prior written consent of City. Any attempt to do so without the City's consent will be null and void, and any assignee, hypothecatee or transferee acquires no right or interest by reason of such attempted assignment, hypothecation or transfer.

10.2 The sale, assignment, transfer or other disposition of any of the issued and outstanding capital stock of Bank or of any general partner or joint venturer or syndicate member of Bank, if a partnership or joint venture or syndicate exists, which results in changing the control of Bank, will be construed as an assignment of this Agreement. Control means 50% or more of the voting power of the corporation.
- 3-
August 2017

11. Permits and Licenses. Bank, at its sole expense, must obtain and maintain during the term of this Agreement all business and professional permits, licenses and certificates applicable to it in the performance of the Services.

12. Waiver. A waiver of any breach of this Agreement may not be deemed a waiver of any subsequent breach of the same or any other term, covenant, or condition of this Agreement.

13. Default and Termination.

13.1 If Bank fails or refuses to perform any material provision of this Agreement, and if the default is not cured within a period of five days after the City's written notice of default specifying the nature of the default, City may immediately terminate this Agreement by written notice to Bank.

13.2 The City has the option, at its sole discretion and without cause, of terminating this Agreement by giving ten days' written notice to Bank. Upon termination of this Agreement, City will pay Bank any fees owed for Services rendered prior to termination.

13.3 Bank may terminate the Agreement or any Service upon four (4) months prior notice; and may terminate immediately, if after providing the City 90 days' written notice and an opportunity to cure, the City: (a) is in breach of a material provision of the Agreement, and/or (b) the City becomes insolvent or subject to a bankruptcy proceeding. Additionally, if Bank's continued provision of a Service to the City would cause it to be in material violation of a binding, rule, law or regulation it may suspend the Service upon as much notice as is reasonably practicable under the circumstances.

14. Compliance with Law. MUFG Union Bank must comply with all State, and Federal laws, rules and regulations applicable to it in the performance of the Services.

15. Discrimination. Bank may not discriminate in the provision of services hereunder because of race, color, religion, national origin, ancestry, sex, age, sexual orientation, marital status, AIDS or disability.

16. Records.

16.1 Bank must maintain complete and accurate records with respect to costs, expenses, receipts and other such information required by the City for any services provided where compensation is on the basis of hourly rates, subconsultant costs, or other direct costs by providing its standard account analysis statement to the City. Bank must keep the records, together with supporting documents, separate from other documents and records and maintain them for a period of three years after receipt of final payment.

16.2 Bank must maintain records in sufficient detail to permit an evaluation of the Services and in accordance with generally accepted accounting principles. Bank must clearly identify all records and make them accessible to the City upon - 4-
August 2017
reasonable notice during normal business hours in accordance with Bank's standard corporate record retention and privacy policies. Subject to the above, at the City's request, Bank must provide records in an electronic format and, if necessary, access to any proprietary software to view such electronic records

16.3 Bank will allow the City to have access to Bank's books and records and to inspect all work, data, documents, proceedings and activities related to this Agreement upon reasonable notice during normal business hours in accordance with MUFG Union Bank's standard corporate record retention and privacy policies. Subject to the foregoing sentence, the City has the right to examine or audit Bank's records, and Bank agrees to reasonably cooperate with any examination or audit of its records.

17. Standard of Care. Bank agrees to provide all Services, including services performed by any subconsultant, in a manner consistent with the level of care and skill ordinarily exercised by members of financial institutions similarly situated to Bank practicing in the same locality under similar conditions.

18. Subconsultants. MUFG Union Bank will be responsible for any subconsultant's negligent acts or omissions or an actions that would result in a breach of this Agreement as if such negligent act or omission was performed by Bank.

19. Governing Law. The laws of the State of California, and Federal law, rules and regulations to the extent applicable, without regard to any choice of law provisions, will govern this Agreement.

20. Venue and Jurisdiction. The City and Bank agree that the Services will take place in Los Angeles County. Any litigation arising out of this Agreement may only be brought in either the United States District Court, Central District of California, or the Superior Court of California, County of Los Angeles, West District, as appropriate.

The parties agree that venue exists in either court, and each party expressly waives any right to transfer to another venue. The parties further agree that either court will have personal jurisdiction over the parties to this Agreement.

21. Survival of Provisions and Obligations. Any provision of this Agreement, which by its nature must be exercised after termination of this Agreement, will survive termination and remain effective for a reasonable time. Any obligation that accrued prior to termination of this Agreement will survive termination of this Agreement. - 5-
August 2017

22. Exhibits. The following exhibits are incorporated by reference into this Agreement as though fully set forth herein.

Exhibit A-1 Services
Exhibit A-2 Disclosure & Agreement: All About Business Accounts & Services and Transaction Banking Services
Exhibit A-3 Bank Depositor Agreement
Exhibit A4 Authorization for Facsimile Signature
Exhibit A-5 Authorization and Agreement for Treasury Management Services
Exhibit A-6 Contract for Deposit of Moneys
Exhibit A-7 Forged/ Unauthorized Endorsement Agreement
Exhibit A-8 Lockbox Sample Letter
Exhibit A-9 Funds Transfer Authorization
Exhibit A-10 Wire & Intra-Company Transfer Worksheet
Exhibit A-11 Financial Center Enrollment Authorization Form Exhibit A-12 Indemnity and Hold Harmless Agreement
Exhibit A-13 Image Cash Letter Checklist
Exhibit A-14 Commercial Cash Services Agreement and Instructions Exhibit A-15 Image Cash Letter Amendment
Exhibit A-16 Remote Deposit Customer Checklist
- 6-
August 2017
Exhibit B Fee Schedule
Exhibit C Insurance Requirements and Verifications
In witness whereof, the parties have caused this Agreement to be executed the day and year first above written.

CITY OF SANTA MONICA,
ATTEST: a municipal corporation
Denise Andersn-T on

DENISE ANDERSON-WARREN
City Clerk Finance Director/ City Treasurer
APPROVED AS TO FORM:

LANE DILG
City Attorney
MUFG Union Bank, N.A.

Name: Gamett 6 Bell
Tide: Mananny Percutor
- 7-
August 2017
Exhibit A-1
Services
Price Menu

PROFORMA ACCOUNT ANALYSIS STATEMENT
City of SANTA MONICA- BAFO- BEST AND FINAL OFFER 8/15/17 May 2017

UNION BANK

BALANCE SUMMARY
Average Ledger Balance 530,000,000.00
Less: Average Uncollected (FLOAT) 500005000
Average Collected Balance
Less: Reserve Requirement (10%)
Less: Sweep Compensating Balance 530,0000.000
Balance Available to Support Activity

ACCOUNT POSITION
Eamings Credit Rate 0.75%
Number of Days in Month 31
1st Month
Eamings Credit: $19,109.59
Less: Interest Paid on Interest Bearing Accounts $0.00
Net Earnings Allowance - This Month $19,109.59
Less: Charges for Balance Compensated Services $15,633.34 Less: One-Time Setup Fees (use $25K conversion credit) $4,890.00 Net Earnings Allowance (1st Month) ($1,413.75)
$19,109.59
Less: Interest Paid on interest Bearing Accounts $0.00
Net Earnings Allowance - This Month 19,109.55
Less: Charges for Balance Compensated Services $15.633.34 Net Eamings Allowance (Recurring) - EXCESS - No fees $3,476.25 * At 0.75% ECR, the City can maintain $25MM to offset all monthly bank fees.

ACCOUNTS INCLUDED IN ANALYSIS
<Based on 7 accounts and May 2017 avg balance of $30,000,000.00> Estimate from Attachment B-1

OVERDRAFT / UNCOLLECTED FUNDS CHARGES
Uncollected Funds
Customer usage of uncollected funds is charged the Union Bank Reference Rate plus 4.0% per annum, computed on the average daily usage of uncollected funds for the month in question.

Overdrafts
Overdraft balances and related fees are charged the Union Bank Reference Rate plus 4.0% per annum, computed daily. with a minimum daily charge of $10.00, assessed from the time such overdraft balances are created and related fees incurred. The minimum daily charge and accrued interest are then added to the overdraft balance.

Checks or other transactions presented against insufficient funds whether paid or unpaid are assessed at $36 per item.

MUFG Union Bank will comply with the appropriate rules arid statutes as required to collateralize public deposits. We reserve the right to assess fees for the costs associated with providing the collateral coverage to the public agency when incurred by MUFG Union Bank as a result of changes in the legal or regulatory environment. Additionally, MUFG Union Bank reserves the right to assess or increase fees and charges related to the increased costs of providing any of its products or services to the public agency when incurred by MUFG as a result of changes in the legal or regulatory environment, anc other foreseen and unforeseen regulatory developments.

This Pro Forma Account Analysis is an estimate based on assumptions abaut the services and volumes that will be used. Every effort has been made to provide an accurate estimate, but actual usage may vary and cause the results to differ. We reserve the right to bill for services that are not included in the above estimate if the applicable services are implemented by the bank and utlized by you.

Prepared by: Vincent Tobata
Business Intelligence/Customer Analytics As of 03/13/2017 07:29 AM File: 0.75 30MM - SAFO 9 11 17 CLIENT BID SHEET SANTA MONICA 06 16 17 (2) - Tite Page Printed @ 6:50 PM on 8/16/2017

UNION BANK
GOVERNMENT SERVICES PRICING SCENARIO - PRICE SCHEDULE 03 City of SANTA MONICA- BAFO- BEST AND FINAL OFFER 8/15/17 May 2017
DISCOUNTED Extended Comp. Balance
BILLABLE % Proposed Proposed Required
CODE DESCRIPTION STANDARD COST VOLUME Markup Price $ Price $ (E)/ECR*365 UNIT OF MEASURE (A) (D) (E)=(A) (D) /Days/0.9
A CANT A A TENANCE us for sub accounting sams l
$25.00/ACCOUNT 47 2.0000 94.00 163,966.55
AAA018 FDIC SPECIAL ASSESSMENT (000's) 0.0000
SUBTOTAL 0.00 0.00

94.00 163,966.55
ALERTS- NO COST for ALERTS
ALTO10 ALERT - ACH/DIR DEP $.O0/EACH
ALTOGO ALERT - INC WIRE 0.0000 0.00 0.00
$.00/EACH : 0.0000 0.00 0.00
ALTO8O ALERT - OD/NSF $.00/EACH
ALT150 ALERT - PENDING TRANSFER 0.0000 0,00 0.00
SUBTOTAL $0.00 0.0000 0.00

0.00 0.00 0.00
ACCOUNT RECONCILIATION-Positive Pay with Payee, Image On Demand Transmission ARP002 FULL RECON MONTHLY MAINT $110/ACCT/MONTH
ARPO12 TRANSMISSION ISSUE INPUT-BASE 25.0000 100.00 174,432.50 $10/TRANSMISS'N 5.0000 40.00
ARP013 TRANSMISSION ISSUE INPUT-ITEM $.065/ITEM 69,773.00 ARP031 CHECK PAID TRUNCATED 3,560 0.0500 178.00 310,489.84 Tiert: 1 to 5,000 3,438 0.0900 309.42
ARP031 CHECK PAID TRUNCATED Tier2: 5,001 to 999,999,999 539,729.03 ARP051 DAILY PAID REPORT 0.0950 0.00 0.00
$0.00/RPT 0.0000
ARP057 EXCEPTION ITEMS RETURNED $12.50/ITEM 0.00 0.00
ARP081 RECON STOP PAYMENTS - NEW 21 5.0000 105.00 183,154.12 $25.00/STOP 22 3.0000
ARP082 | RECON STOP PAYMENTS - RENEWAL 66.00 115,125.45 $8.00/STOP 3.0000
ARP084 RECON STOP PAYMT-RANGE RENEWAL 0.00 0.00
$8.00/STOP * * • 3.0000 0.00
ARP085 STALE DATE FEATURE - BASE 0.00
$10.00/MONTH 5.0000 0.00 0.00
ARP086 STALE DATE LISTING - ITEM $.006/ITEM
ARP143 IMAGE CD - ROM- recommend IOD Transmission : 0.0060 0.00 0.00 $50.00/CUTOFF 20.0000 0.00 0,00
ARP151 CHECK CAPTURE $.05/ITEM
ARP200 WEB POS PAY-ACCOUNT BASE 0.0500 0.00 0.00
$00.00/ACCOUNT 0.0000
ARP235 WEB POS PAY-EXCEPTIONS 0.00 0.00
$1.75/EXCEPTION 1.0000 8.00
ARP240 POSITIVE PAY-PNI EXCEPTIONS Tier: 1 to 24 13,954.60 4 0.0000 0.00 0.00
ARP245 WEB POS PAY-IMAGES $0.50/IMAGE
ARP260 WEB POS PAY-MANUAL ISSUE 0.2500 0.00 0.00
$0.25/ISSUE : 0.2500
ARP265 WEB POS PAY-IMPORTED ISSUE 0.00 0.00
SO.18/ISSUE 0.1800 0.00
ARP322 IODT - PER ITEM FOR AR 0.00
$0.05/PER IMAGE 3,438 0.0300 103.14
ARP354 PAYEE NAME VALIDATION $.035/ITEM 179,909.68
ARP364 PAYEE EXCEPTION PROCESSING 3,438 0.0250 85.95 149,924.73 $1.75 1.0000 0.00 0.00
ARP501 ACCT RECON WEB MTHLY MNT
ARP502 ACCT RECON CSV RPT MTHLY MNT - optional 0.0000 0.00 0.00 $20.00/ACCOUNT 5.0000
ARP503 ACCT RECON CSV RPT-PER ITEM 5.00 8,721.62
Tiert: 1 to 10,000 0.0150 51.57
SUBTOTAL 89,954.84
1,052.08 1,835,169.41
BILL CONCENTRATION SERVICE- E LOCKBOX - home banking payments BCS003 8CS BASE FEE
$150.00/MONTH 115.0000 115.00 200,597.37
BCS005 TRANSMISSION- One per day $10.00/TRANS
BCS007 BCS ITEM - TOTAL estimate 1100 5.0000 105.00 183,154.12 Tiert: 1 to 250 250 0.0800 20.00 34,886.50
BCS007 BCS ITEM Tier2: 251 to 1,000 850
BCS007 BCS ITEM 0.0800 68.00 118.614.10
Tiera: 1,001 to 999,999,999 0.0800 0.00 0.00
BCS028 RETURN ITEM MANUAL $25.00/RETURN 1 10.0000
SUBTOTAL 10.00 17,443.25
318.00 554,695.34
TRANSPORTATION SERVICES - PAY DIRECT to VENDOR or Pay by AAA with 10% markup cost CAR002 ARMORED CAR SERVICES- See bid options in RFP Cost+10% 10.00% 0.0000 SUBTOTAL 0.00 0.00

0.00 0.00

BUSINESS CHECKING
CHK010* BRANCH DEPOSIT $8.00/DEPOSIT 5
CHK011 ELECTRONIC CREDIT 3.0000 15.00 26,164.87
$O.20/EACH 1,883 0.1000 188.30 328,456.39
CHK012 NIGHT DROP DEPOSIT - Branch $16.00/DEPOSIT 5
CHK021 ELECTRONIC DEBIT 3.0000 15.00 26,164.87
$0.20/EACH 199 0.1000 19.90 34,712.07
CHK060 ACH BLOCK Tier1: 1 to 1 :

CHK060 ACH BLOCK Tier2: 2 to 5 10.0000 0.00 0.00
CHK111 BANK STATEMENT WEB 10.0000 0.00 0.00
CHK750 DEPOSIT ADMIN FEE (COC'S) FDIC FEES $29MM $5.00/EACH 47 1.0000 47.00 81,983.27 $0.125/1000 29,000.0 0.1250 3,625.00
SUBTOTAL 6,323.178.02
3,910.20 6,820,659.50
Prepared by: Vincent Tabela
Business inteligence/Customer Analytics
File: 0.75 30MM - BAFO 8 11 17_CLIENT BID SHEET SANTA MONICA GS 16 17 (2) - GOV Price Model 2 a of 03/13/2017 07:28 / inted 0:50 PM on 2/15/20

UNION BANK
GOVERNMENT SERVICES PRICING SCENARIO - PRICE SCHEDULE 03 City of SANTA MONICA- BAFO- BEST AND FINAL OFFER 8/15/17 May 2017
DISCOUNTED Extended Comp. Balance
% Proposed Proposec Required
BILLABLE STANDARD COST VOLUME Markup Price $ Price S (E)/ECR*365

CODE DESCRIPTION UNIT OF MEASURE
(A) (D) (E)=(A)*(D) /Days/0.9
CHECK PROCESSING- Branch and Service Center check deposits CKP120 UB CHECKS - BRANCH DEPOSIT $O.18/TEM 0.1000 0.00 CKP137 LOCAL CLR.HSE./BRANCH DEP. 0.00
$0.20/ITEM 0.1500 0.00 0.00
CKP138 LOCAL FED DIST 12 - BRANCH DEP $0.20/ITEM 0.1500 CKP139 OTHER FED - BRANCH DEPOSIT 0.00 0.00
$0.20/ITEM 0.1500 0.00 0.00
CKP147 CANADIAN ITEMS IN US DOLLARS $3.00/TEM

2.5000 0.00 0.00
СКP150 UB CHECKS SERV. CTR DEPOSIT- $0.18/ITEM 5,619 0.0800 449.52 784,108.96 CKP167 LOCAL CLR. HSE./SER. CTR $0.20/TEM 5,619

0.0800 449.52 784,108.96
CKP168 LOCAL FED DIST 12-SERV CTR DEP $0.20/ITEM 5,619 0.0800 449.52 784,108.96 СКP169 ENCODING FEE - SERV. CTR. DEP. $0.20/ITEM 0.0500 0.00 CKP177 CANADIAN CHECKS IN USS SVC-CTR 0.00
$4.50/ITEM 4.5000 • 4.50 7,849.46
CKP181 CHECK PROCESSING REJECTS- MICR REJECTS $.65/0VER.7% 0.6500 12.35 21,542.41 CKP190 DEBIT ERROR NOTICE- adjustments $8.50/ITEM : 5.0000 0.00 0.00 CKP191 CREDIT ERROR NOTICE-adjustments $8.50/ITEM 5.0000 0.00

0.00 SUBTOTAL
1,365,41 2,381,718.76
ACH SERVICES- Payroil, Vendor ACH payments
CPY006 DIRECT SEND MONTHLY BASE FEE $125/SET UP 50.0000 150.00 CPY007 DIRECT SEND CREDIT TRANSACTION 261,648.75
Tier1: 1 to 500 0.0500 25.00 43,608.12
CPY007 DIRECT SEND CREDIT TRANSACTION Tier2: 501 to 5,000 5,000

0.0500 250.00 436,081.24
CPY007 DIRECT SEND CREDIT TRANSACTION Tier3: 5,001 to 9,999 1,775 0.0500 88.75 154,808.84
CPY017 DIRECT SEND RETURNS FILE $7.00/ITEM 10 5.0000 50.00 87,216.25 CPY018 DIRECT SEND RETURNS FAX $10.00/ITEM
3,0000 72.00 125,591.40
CPY020 DIRECT SEND REJ/REV/DEL $35.00/EACH

15.0000 15.00 26,164.87
CPY028 DIRECT SEND NOC FAX $10.00/ITEM 5.0000

10.00 17,443.25
CPY030 DIRECT SEND NOC TRANSMISSION $7.00/ITEM

3.0000 3.00 5,232.97
CPY032 INPUT - DATA TRANSMISSION $25.00/PER SEND 5.0000 CPY035 55.00 95,937.87
ADDENDA RECORDS $.05 EACH
228 0.0500 11.40 19,885.30
CPY058 ACH ACK. REPORT $6.00/PER FILE 6.0000

0.00 0.00

SUBTOTAL
730.15 1,273,618.88
CASH VAULT SERVICES- WEB CASH ORDER and SMART SAFE option (cash estimates) CSH002 TELEPHONE/MANUAL ORDER $12.00/ORDER 10.0000

0.00 0.00
CSH007 AUTOMATED ORDER-WEBRU $3.25 EACH 3.2500
CSH008 CURRENCY ORDERED (000'S) (000's) 197,0 9.75 17,007.17 $1.00/$1000 0.7500 102.75 179,229.39
CSH009 ROLLED COIN (INDIVIDUAL ROLLS) $.15/ROLL 16 0.1500 CSH018 CURRENCY ORDERED - NEW (000's) 2.40 4,186.38
$1.20/$1000 137.0 1.0000 137.00 238,972.52
CSH020 CURRENCY DEPOSITED - STRAPPED (000's) $.95/$1000 1,000.0 0.5000 500.00 872,162.49
CSH022 COIN DEPOSITED - STD BAG $2.75/BAG
669 1.5000 1,003.50 1,750,430.11
CSH023 COIN DEPOSITED NON-STANDARD
1,247 0.0000 0.00 0.00
CSH025 DEPOSIT-MIXED CASH CHECK $3.00/DEPOSIT
383 2.0000 766.00 1,336,152.93
CSH028 | DEPOSIT - CASH OR COIN ONLY $1.50/DEPOSIT 185

1.5000 277.50 484,050.18
CSH030 CURRENCY DEPOSITED-UNSTRAPPED (000's) $1.20/$1000 213.0

1.0000 213.00 371,541.22
CSH031 CURRENCY DEPOSITED- BANK (000's) IMONTH

0.0000 0.00 0.00
CSH035 DEPOSIT ADJUSTMENT $7.50/ADJ 14 7.5000
105.00 183,154.12
CSH050 SMART SAFE ADVANCE CREDIT 1.50/PER DEP

1.0000 0.00 0.00
SMART SAFE MONTHLY MAINTENANCE S75/PER LOC 50.0000 0.00 0.00 CSH105 CASH ORDERS - BATCH $3.00/ORDER 0.7500
CSH109 FIT CURR FURN - PARTIAL STRAP 0.00 0.00
$2.00/STRAP 2.0000 0.01 0.00
SUBTOTAL 3,116.90 5,436,886.50

COMMERCIAL CUSTOMER SERVICE-LAIF SERVICES
CSU170 LAIF REDEMPTION $20.00/EACH 10.0000 0.00 0.00
CSU171 LAIF INVESTMENT :
$20.00/EACH 10.0000 0.00 0.00-
SUBTOTAL 0.00 0.00

CUSTOMER SERVICE ACTIVITIES
CUS045 PRINTER CHARGES Cost+10% : 10.00% 0.0000 0,00 0.00 CUS080 NIGHT DEPOSIT RENTAL $2.00/MONTH 2.0000

0.00 0.00
CUS172 NIGHT-DROP DEPOSIT RECEIPT $1.50/RECEIPT 10 1.0000 10.00 17.443.25 CUS301 NON-CUSTOMER CASH PAID ON-US- NO CHARGE $10/PER CHECK 54 0.0000 0.00 0.00 SUBTOTAL 10.00 17,443.25

ELECTRONIC PAYMENT AUTHORIZATION- ACH FRAUD FILTER
EPA006 EPA MONTHLY MAINTENANCE Tier: 1 to 1 i 8.0000 8.00 13,954.60 EP A006 EPA MONTHLY MAINTENANCE Tier2: 2 to 10 8.0000 48.00 83,727.60 EPA010 EPA FILTER MAINTENANCE $5.00/CHANGE 3.0000 3.00 5,232.97 SUBTOTAL 59.00
102,915.17
Prepared by: Vincent Tabals
Business Intmüigence/Customer Analthe
Fle: 0.75 30MM - BAFO 8 11 17_CLENT BIO SHEET SANTA MONICA 0B 18 17 (2) - GOV Price Nod з a of 03/13/2017 07:20; trod @ e:50 PM on 8M13/20

UNION BANK
GOVERNMENT SERVICES PRICING SCENARIO - PRICE SCHEDULE 03 City of SANTA MONICA- BAFO- BEST AND FINAL OFFER 8/15/17 May 2017
DISCOUNTED Extended Comp. Balance
Proposed Proposed Required
BILLABLE STANDARD COST VOLUME Markup Price$ Price $ (E)/ECR*365

CODE DESCRIPTION UNIT OF MEASURE
(A) (D) (E)=(A)*(D) /Days/0.9

ELECTRONIC TAX DEPOSIT- ONLINE TAX PAYMENT PORTAL
ETD011 INSTATAX FAXED RECEIPT $1.00/EACH 1.0000
ETDO20 INSTATAX QUARTERLY STATEMENT 12,210.27
$15.00/EACH 5.0000 8,721.62
ETD021 INSTATAX MONTHLY STATEMENT $15.00/EACH 5.0000
ETD130 WEB INSTATAX MONTHLY MAINT 10000 0.00
$15.00/EACH 5.0000 17,443.25
ETD132 WEB INSTATAX PAYMENT $5.00/EACH 5.0000
SUBTOTAL 35.00 61,051.37

57.00 99,426.52

FUNDS ADVANCED
FAD310 NSF ITEMS PAID $35.CO/TEM 35.0000
SUBTOTAL 0.00 0.00

0.00 0.00
IMAGE CHECK- IMAGE CASH LETTER FILE and REMOTE SCANNER DESKTOP ICK221 REMOTE DEPOSIT MONTHLY MAINT $125/MONTH 65.0000 65.00 ICK222 REMOTE DEPOSIT ADD'L ACCT Tier1: 1 to 5 113,381.12

10.0000 50.00 87,216.25
ICK240 REMOTE DEPOSIT ON US $.08/ITEM

0.0500 3.65 6,366.79
ICK241 REMOTE DEPOSIT PER TRANSIT $.10/ITEM
ICK291 600 0.0500 30.00 52,329.75
REMOTE DEPOSIT PER DEPOSIT (desktop/electronic dep $1.25/DEPOSIT 1,753 0.5000 876.50 1,528,900.84 ICK421 ICL MAINTENANCE - 3RD PARTY
$125/MONTH 125.0000 125.00 218,040.62
ICK422 ICL ADD/I ACCT MAINT.-3RD PART
$40.00/ACCT 1 10.0000

10.00 17,443.25
ICK439 ICL PER ITEM - VENDOR SEND $.06/ITEM
8,073 0.0400 322.92 563,277.42
ICK491 ICL PER DEPOSIT-3RD PARTY SEND $5/DEPOSIT
1,771 0.0400 70.84 123,567.98
ICK492 ICL IRD PRINTING-3RD PARTY SEN
$0.05/ITEM 0.0500 0.00 0.00

SUBTOTAL
1,553.91 2,710,524.01
CHECK IMAGE- Image on Demand service - replaces CD ROM
IMG402 IOD PER ITEM FEE Tier1: 1 to 100
IMG402 IOD PER ITEM FEE 51 0.0000 0.00 0.00
Tier2: 101 to 999,999,999 • 0.2500 0.00
IMG403 IODT - MONTHLY MAINTENANCE 0.00
$20/PER MONTH 20.0000 20.00 34,886.50
IMG404 IODT - PER TRANSMISSION $10/PER TRANSMS

5.0000 5.00 3.721.62

SUBTOTAL

25.00 43,608.12

INFORMATION REPORTING- PRIOR AND CURRENT DAY REPORTING ONLINE INF407 WEB PRIOR DAY REPORT ACCOUNTS Tiert: 1 to 1

30.0000 30.00 52,329.75
INF407 WEB PRIOR DAY REPORT ACCOUNTS Tier2: 2 to 10 6
WEB PD BAL/SUM UPDATED 30.0000 180.00 313,978.49
INF411 $0.15/ITEM UPDT 6,348

0.0300 190.44 332,189.25
INF412 WEB PD TRANSACTIONS UPDATED $0.15/ITEM UPDT
INF413 3,000 0.0300 90.00 156,989.25
WEB CD BAL/SUM UPDATED $0.20/ITEM UPDT 674
INF414 0.0300 20.22 35,270.25
WEB CD TRANSACTIONS UPDATED $0.20/ITEM UPDT 0.0300 12.00 INF425 WEB CURRENT DAY RPT ACCOUNTS 20,931.90
Tier1: 1 to 1 30.0000 30.00 52,329.75
INF425 WEB CURRENT DAY RPT ACCOUNTS Tier2: 2 to 999,999,999 SUBTOTAL 30.0000 120.00 209,319.00
672.66 1,173,337.63

BUSINESS INTEREST CHECKING- HUD DEP ACCOUNT
IOC001 BASE CHARGE 0.0000
IOCO20 PAID CHECK CHARGE 0.00 0.00
$0.20/EACH 0.2000 0.00 0.00
IOC111 BANK STATEMENT WEB $5.00/EACH 3.0000
IOC750 DEPOSIT ADMIN FEE (000's) 3.00 5,232.97

50.125/1000 0.1250 125.00 218.040.62

SUBTOTAL
128.00 223,273.60

DEPOSITED ITEMS RETURNED- WEB RECLEAR CHECKS COLLECTION RET062 DEPOSITD ITEMS RETURND-RECLEAR $6.00/ITEM 22 3.0000 66.00 RET063 DEPOSITD ITEMS RETURND-CHREBK 115,125.45
$12.00/ITEM 21 5.0000 105.00 183,154.12
RET411 WEB RI INQ ITMS AVL FOR INQ $1.50/TEM
RET420 WEB RI INQ & DEC MOD FEE : 1.5000 0.00 0.00

0.0000 0.00 0.00
RET421 WEB RI I&D ITMS AVL FOR INQ $1.50/ITEM 1.5000
RET422 WEB RI I&D ITMS AVL FOR DEC 1.50 2,616.49
$2.50/ITEM 2.5000 2.50 4,360.81
RET470 WEB RI - MONTHLY MAINTENANCE $5.00 PER MONTH
SUBTOTAL 5.0000 5.00 8,721.62
180.00 313,978.45
OFFICE CASH SERVICES-Branch cash orders
ROC003 CURRENCY FURNISHED $1.30/$1000 8,168 0.0013
ROCO05 COIN FURNISHED 10.62 18,524.73
$.25/ROLL 267 0.2500 66.75 116,433.69
ROC015 DEPOSITED CURRENCY (000's) $1.50/$1000
SUBTOTAL 1.0 1.5000 1.50 2,616.49

78.87 137,574.91
Prepared by. Vincent Tabata
Business Intelligence/Customer Analytice
Fie: 0.76 30MM - BAFO B 11 17, CLIENT BID SHEET SANTA MONICA 05 10 17 (2) - GOV Price Neder 4

UNION BANK
GOVERNMENT SERVICES PRICING SCENARIO - PRICE SCHEDULE 03 City of SANTA MONICA- BAFO- BEST AND FINAL OFFER 8/15/17 May 2017
DISCOUNTED Extended Comp. Balance
% Proposed Proposed Required
BILLABLE STANDARD COST VOLUME Markup Price $ Price 5 (E)/ECR*365

CODE DESCRIPTION UNIT OF MEASURE
(A) (P) (E)= (A) (D) /Days/0.9
COMMERCIAL CUSTOMER SUPPLIES- AT COST PLUS 10% markup
SUP120 SUPPLIES SHIPPING Cost+10% 10.00% 0.0000 0.00
SUBTOTAL 0.00

0.00 0.00
SAVINGS 39 Security deposit ACCOUNTS- FAMILY SELF SUFFICIENCY FSS $139,000 avg balances SVC111 BANK STATEMENT WEB $5.00/EACH 39 1.0000 39.00 68,028.67 SVC750 DEPOSIT ADMIN FEE (000's) $0.125/1000 139.0 0.1250 SUBTOTAL 17.38 30,316.37

56.38 98,345.04
SWEEP ACCOUNT-Optional service
SWPO01 INVESTMENT SWEEP CHARGE $250.00/ACCOUNT 25.0000 0.00 SUBTOTAL 0.00
TEAM STOP PAYMENTS- Non Acet Recon Stops
TSP410 WEB ACCT RECON STOP PMT $10.00/STOP PAY 10 5.0000 50.00 87,216.25 TSP418 WEB STOP PAYMENT RENEWAL $10.00/RENEWAL 5.0000 0.00 0.00 TSP430 WEB DDA STOP PAYMENT 15.00/STOP PA 5.0000

0.00 0.00
TSP440 WEB DDA RANGE STOP PAYMENT TOP PAY RANG 5.0000 0.00 TSP470 WEB STOP RANGE INQUIRY 0.00
$3.00/INQUIRY : 3.0000 0.00 0.00
TSP994 WEB NUMBER STOP ACCOUNTS STOP ACCOUNT

0.0000 0.00 0.00
SUBTOTAL 87,216.25

50.00 WIRE TRANSFERS- WEB WIRE SERVICE
WIR001 INCOMING DOMESTIC REPETITIVE $12.00/WIRE 187.50
25 7.5000 327,060.93
WIR002 INCOMING DOMESTIC NON-REP $12.00MIRE 26 7.5000 195.00 WIR020 340,143.37
INCOMING INTL USD NON-REP $13.00/WIRE 7.5000 0.00 0.00
WIR501 OUTGOING DOMESTIC WIRE REP/DA $22.00/WIRE : 10.0000 0.00 0.00 WIR505 OUTGOING DOMESTIC WIRE NREP/DA $27.00/WIRE 10.0000

0.00 0.00
SUBTOTAL 382.50
667,204.30
WLB001 MONTHLY BASE CHARGE 75.0000 75.00 130,824.37
WLB005 ACCOUNT MAINTENANCE 0.0000 0.00 0.00
WLB006 ACCOUNT MAINT.(2 TO 10 ACCTS) $15.00/ACCT 15.0000 0.00 0.00 WLB019 REJECTS/CORRESPONDENCE $.25/ITEM 76 0.2500 19.00 33,142.17 WLB021 GROUP SORT (2 BATCHES) $.10/TEM •
WLB040 DATA ENTRY 0.1000 0.00 0.00
$.02/KEYSTROKE 0.011795 505.93 882,506.33
WLB044 DATA TRANSMISSION $210.00/MONTH 42,892 75.0000
WLB045 DATA TRANSMISSION / MEDIA 75.00 130,824.37
$0.02/ITEM 654 0.0200 13.08 22,815.77
WL8046 SHIPPING Cast+20% 20 20.00% 0.0000

0.00 0.00
WLB054 STOP LIST - MONTHLY $150.00/MONTH

25.0000 25.00 43,608.12
WLB055 STOP ITEM $0.25/ITEM ∞ →- 0.2500 0.25
436.08
WLB060 INCOMING CERT/EXPRESS MAIL $5.00/EACH

5.0000 90.00 156,989.25
WLB067 PAYEE VERIFICATION (1-10) NO CHARGE

0.0000 0.00 0.00
WLB071 POSTAL BOX RENTAL- PAID AT COST TO US POSTAL 1 130.0000 WLB075 PAYEE VERIFICATION (11-20) 130.00 226,762.25
$.08/ITEM .... • 0.0800 0.00 0.00
WLB076 PAYEE VERIFICATION (21-30) $.12/ITEM 0.0800 0.00 WLB077 PAYEE VERIFICATION (31+) 0.00
$.15/ITEM 0.0800 0.00 0.00
WLB079 BATCH PREPARATION $1.25/ITEM 13 1.2500 16.25 28,345.28 WLB080 LOCKBOX DEPOSIT $3.00/DEPOSIT 13 3.0000 39.00 68,028.67 WLB089 CASH ITEM $12.50/ENVELOPE 2 12.5000 25.00 43,608.12 WLB103 ITEM PROCESSED-ONLINE DEL $0.38/EACH 0.3800 248.52 433,499.64 WLB105 IMAGE DELIVERY MO MAINT $100.00 PER MO 75.0000 75.00 WLB107 CD-ROM PRODUCED 130,824.37
$35.00/EACH 35.0000 0.00 0.00
WLB109 CHECK IMAGE $0.05/EACH 652 0.0500 32.60
WLB113 WEB ACCESS 56,864.99
$0.03/EACH 2,657 0.0300 79.71 139,040.14
WLB115 WEB DOCUMENT IMAGE $.10/EACH 2,005 0.1000 200.50 WLB119 EXCEPTION DECISIONING 349,737.16
$1.00/PER ITEM 16 1.0000 16.00 27,909.20
WLB122 IMAGE TRANSMISSION $.03/ITEM 1,998 0.0300

59.94 104,554.84
SUBTOTAL 1,725.78 3,010,321.15
ELECTRONIC WIRE TRANSFER-Internal transfers and WEB WIRE PORTAL WTM436 ACCT TRANSFER END-OF-DAY/WEB $2.50/EACH 2.5000 12.50 21,804.06 WTM442 WIRE TRANSFER MONTHLY FEE/WEB $50.00/EACH 25.0000 25.00 43,608.12 WTM443 OUTGOING DOMESTIC WIRE/WEB Tiert: 1 to 100 10.0000 0.00 0.00 WTM443 OUTGOING DOMESTIC WIRE/WEB Tier2: 101 to 999,999,99: : 8.0000 0.00 0.00 WTM447 INTERNAL TRANSFER INTRADAY/WEB $5.00/EACH 5.0000 0.00 SUBTOTAL 0.00

37.50 65,412.19
Prepared by: Vincent Tabata
Business inteligence/Customer Analytica s of 03/13/2017 07:20:

File: 0.75 30MM - BAFO & 11 17_CLIENT BID SHEET SANTA MONICA 06 18 17(2) - GOV Price Model 5 inted @ 0:50 PM on 8/152

UNION BANK
GOVERNMENT SERVICES PRICING SCENARIO - PRICE SCHEDULE 03 City of SANTA MONICA- BAFO- BEST AND FINAL OFFER 8/15/17 May 2017
DISCOUNTED Extended Comp. Balance
BILLABLE % Proposed Proposed Required
CODE STANDARD COST VOLUME Markup Price $ Price $ (E)/ECR*365

DESCRIPTION UNIT OF MEASURE (A) (E)-(A) (D)
(D) /Days/0.9
ZERO BALANCE ACCOUNTS- ZBA Work Comp and Housing Authority ZBA001 CONCENTRATION ACCOUNT- General $35.00/EACH 10.0000 10.00 17,443.25 ZBA002 SUB LEVEL 1 - Work Comp Tiert: 1 to 1 1 10.0000 10.00 ZBA002 SUB LEVEL 1- Housing Authority Acct Tier2: 2 to 5 17,443.25 ZBA002 SUB LEVEL 1 10.0000 10.00 17,443.25
Tier3: 6 to 10 0.0000 0.00 0.00
ZBA002 SUB LEVEL 1 Tier4: 11 to 999,999,999 35 0.0000
SUBTOTAL 0.00 0.00

30.00 52,329.75
MONTHLY SERVICE TOTAL 15,633.34 27,269,625.33
SETUP AND ONE-TIME FEES- USE $25K CONVERSION CREDIT
CPY001 ACH DIRECT SEND SETUP FEE $250/1-TIMECHRG
CPY401 250.0000 200000 436,081.24
ACH WEB SETUP $200.00/SET UP 200.0000
EPA001 EPA SETUP 348,864.99
$50.00/SET UP 50.0000 50.00 87,216.25
EPA007 EPA TRADING PARTNER SETU PER INSTRUCTION 15.0000 ICK111 ICL SET-UP - DIRECT SENI 15.00 26,164.87
$250/SET UP 250.0000 250.00 436,081.24
ICK211 REMOTE DEPOSIT SVC SET UP $125/SET UP
ICK216 RD SCANNER P50/100 PURCH 125.0000 125.00 218,040.62 At Cost (estimate $4,000) 1,000.0000 4,000.00 6,977,299.88 RET400 WEB RI LOCIACCT SETUP 0.0000
SETUP AND ONE-TIME FEES TOTAL 0.00
4,390.00 520,74900
Option #1 -DIRECT PAYMENT OF SERVICE CHARGES $15,633.68/ Monthly $187,604.16/ Annual Option #2 - VARIABLE COMPENSATING BALANCE Excess Excess METHOD- based on $30MM mo avg balances at 0.75
and NO 10% reserves
CONTRACT:
> 5 YEARS FIX with option to renew single (5) years with fees negotiated > CONVERSION ALLOWANCE: $25,000 TO BE USED WITHIN 6 MONTHS > ANALYSIS SETTLEMENT: MONTHLY OR QUARTERLY COMPENSATION > FAD FIX ECR RATE at 0.75% with no reserves - Quaterly review of Government ECR Rate This Pro Forma Account Analysis is an estimate based on assumptions about the services and volumes that will be used. Every effort has been made to provide an accurate estimate, but actual usage may vary and cause the result:
to differ. We reserve the right to bill for services that are not included in the above estimate if the applicable Prepared by: Vincent Tabasa
Business intnigence/Customer Anelyica
File: 0.75 30MM - BAFO 8 11 17 CLIENT BID SHEET SANTA MONICA CO 18 17 (2) - GOV Prico Model As of 03/13/2017 07:20 AM Printed @ 8:50 PM on 8/5/2017
Exhibit A-2
Disclosure & Agreement: All About Business Accounts & Services and Transaction Banking Services
EFFECTIVE JANUARY 1, 2017
All About
Business
Accounts &
Services and
Transaction
Banking Services
Disclosure and Agreement
• MUFG L UnlonBank
EFFECTIVE JANUARY 1, 2017
All About
Business
Accounts
& Services
Disclosure and Agreement

COMMUNICATION WITH US
when you need d. Write
• Report a lost or stolen ATM Card or Debit Card,
compromised PIN, or Online Banking access code 1-800-238-4486 (call us immediately)
Automated
• Check account balance
service: 24 Union
• Check rate information Bank PO
hours
• Find out if a direct deposit has been made Box 2327
• Report errors concerning Deposit Card, ATM 7 days a
week Brea, CA 92822-2327
Card, Debit Card, ACH or online transactions, Personal
or check conversion
service:
• Stop payment on checks
7:00 a.m. - 9:00 p.m.,
• Cancel online bill payment Mandal_ Frida 8-00 ana
Contact your branch of Union Bank
Report a wire transfer error account Direct Access wire Wire Services customers may call Division 1980
1-800-922-9473 Satum St. V02-490
1-800-238-4486
Report an error regarding an ACH transaction
Fax 1-800-456-9185
Telephone Banking
Gali
1-800-238-4486
Automated
• Use or ask questions about Telephone Banking service: 24 hours, • Report errors concerning Telephone Banking 7 days a week transactions Personal service:
7:00 a.m. - 9:00 p.m.,
Monday - Friday 8:00 a.m. -
• Reach Telephone Banking using a rotary phone 1-800-835-5550 • Access TDD Telephone Banking for hearing-impaired 1-800-826-7345 1-888-826-2669
Private Bank Client Service 7:00 a.m. - 9:00 p.m.,
Monday - Friday 8:00 a.m. -
5:00 p.m., Saturday (Pacific
1-800-888-6466
Priority Banking Client Services 7:00 a.m. - 9:00 p.m., Monday - Friday 8:00 a.m. -
5:00 p.m., Saturday (Pacific
1-888-507-7669 (from the U.S.) or 00531-11-4392
Japanese Customer Service Unit (from Japan) 8:00 a.m. - 5:00 p.m., Monday - Friday
1-213-236-6943
Investment Banking & Markets Foreign Exchange 5:30 a.m. - 4:00 p.m., Monday - Friday (Pacific

TABLE OF CONTENTS
Electronic Funds Transfers Initiated by Third Parties ..38 INTRODUCTION.. Electronic Transaction Cancellations .38 Business Accounts Express Center... . 39
Customer Identification.. In Case of Errors or Questions about Your DEFINITION OF CERTAIN TERMS. ... 2 Electronic Transfers... .40 Limitation on Transfers ..41
ANALYZED BUSINESS CHECKING 4 Lost or Stolen Card or Unauthorized Transaction.... ...41
ANALYZED BUSINESS INTEREST CHECKING..... 6 Our Liability for Electronic Banking Transactions... ..41 Preauthorized Transfers ..41
INTEREST ON LAWYERS TRUST ACCOUNT (IOLTA)..7 Telephone Banking ..42
PRIORITY BANKING® .. 8 Your Liability for Unauthorized Electronic SAVINGS AND MONEY MARKET ACCOUNTS- Funds Transfers .43
GENERAL INFORMATION.. 10 WIRE TRANSFERS ...44
General. ...44
INFORMATION RELATING TO CHECKING, SAVINGS, Incoming Wire Transfers .. .44 AND MONEY MARKET ACCOUNTS . 12 Our Liability Concering Wire Transfers.. ...44 Account Statements .12 Outgoing Wire Transfers .45
Available Balance Determination and Use 14 Your Responsibility Concerning Wire Transfers .... ...45 Changing Account Types .. .15 SAFE DEPOSIT SERVICE
..46
Check Orders and Bank-by-Mail Kits 16
How Overdrafts Occur.. 16 GENERAL BANKING INFORMATION. .46 Overdraft Services.... 16 Additions or Changes in Account Terms ..46 Overdraft Coverage. Adjustments.... . 46
.20
Postdated Checks 21 Authorized Signer/Contracting Officer .46 Stale-Dated (Old) Checks. Change of Personal or Business Information ...47 22 Stop Payments.. 22 Check Cashing for Non-Customers.. .47 Sub-Accounts. ..23 Check Quality... ..47
Substitute Checks.. .24 Check Signature Verification. ...48 Transaction Posting Order..... .24 Checks and Deposit Slips- Changes to What We Do If Overdrafts Occur. Banking Information... .48 .25
When We Charge Overdraft Fees. Checks Payable to a Business or Trust .49 .25
Your Obligation to Cover Overdrafts.. .25 Checks Sent for Collection .... .49 Checks with Special Instructions.. . 49
FRAUD DETECTION, DETERRENCE, AND Claim of Loss... .50
SAFEGUARDING YOUR ACCOUNT ..26 Closing an Account .50
COMMERCIAL CASH SERVICES Communicating with You .50
.29
BSA/CTR/OFAC Compliance for Financial Compliance with Applicable Law... ...51 Institution Clients ..... Conficting Claims to Account Ownership .30 or Control..

Order and Delivery of Coin and Currency .30 52
Credit Verification. .52
INSTATAX® 31
Deposit nsauranpcen.. .53
ELECTRONIC BANKING SERVICES 32 54
Automated Clearing House (ACH) Services ..32 Deposits 54 Automatic Transfer Service.... . 34 Endorsements ..57
Deposit Card, ATM Card, and Debit Card Services 34 English as the Primary Account Language .57 Documentation of Transfers ..37 Facsimile Signatures .58 Funds Availability ...58 INTRODUCTION
Governing Law ... 60 Welcome to MUFG Union Bank, N.A. Your account is backed Inactive Accounts and Unclaimed Property ...60 by the reputation and resources of one of the largest banks on Income Tax Reporting.... 61 the West Coast, as well as by coverage of the Federal Deposit International Transactions 61 Insurance Corporation (FDIC) to permissible limits.

Large Cash Withdrawals ...62
Legal Process Most accounts may be accessed in person at a Union Bank® 63 Limitation of Liability; Indemnity... branch location, through Online Banking or Telephone Banking, 63 or by using your ATM Card or Union Bank Debit MasterCard Limitation on Time to Bring Action 64
BusinessCard® ("Debit Card"). Not all accounts and services Multiple Signatures... ... 64
are offered at all times at every Union Bank branch for all Night Depository Service ... 65
account types.

Notice ...... ....66
Online Services .. ....66 This disclosure, applicable MUFG Union Bank, N.A., fee Opening Additional Accounts. ....66 schedule, other related documents we may provide you, and Presentment of Debits... ...66 any amendments contain the terms of our agreement Pricing Regions ... ("Account Agreement") with you for your account and any ....67
Processing Cutoff Hour related services. This Account Agreement supersedes all ...67
Purchase of Monetary Instruments.. previous agreements related to its subject matter including ...67
Record Search....... any oral or written communication. Except as otherwise stated, ..67 this Account Agreement does not alter or amend the terms or Release of Information to Third Parties ...67 conditions of any other agreement you have with us.

Telephone and Electronic Communication
Monitoring or Recording. .. 68 Business Accounts
Withholding of Income Tax ...68
Business accounts are those accounts used for other than DISPUTE RESOLUTION... .. 69 personal, family, or household purposes.

Applicable Law; Severance ....69
Arbitration Costs... ....70 Customer Identification
Arbitration Procedure ..70 To help the government fight money laundering and the funding Claims Covered.... .. 71 of terrorism, federal law requires all financial institutionsto obtain, Claims Not Covered ...72 verify, and record information that identifies each customer that Option to Arbitrate.. ...72 opens an account, and to understand the anticipated activity of Resolution of Claims by Arbitration. ...72 the account.

Returned Items 72
What this means: When you open an account, we will ask
Returned Items- Custom Service ...73 for the name, street address, date of birth (if applicable), and Retumed Items- -Notification ..74 other information that will allow us to identify you and others Right of Setoff... ...75 authorized to use the account. We will ask for a tax Services for Disabled Customers :75 identification number and also will ask to see a driver's license Severability... ...76 or other identifying documents.

Third-Party Service Providers... ...76
Transferring or Assigning Rights to Your Account ..76 We may further ask you for specific information regarding the Waivers ...76 nature of anticipated activity, the sources of your funds, the purposes of transactions, the relationship you have with persons to whom you send funds and persons who send funds to you, the anticipated frequency of such transactions, the ultimate beneficiaries of funds you send and receive, and otherquestions that may help us clarify the nature and purpose of transactions.

We may, at our sole discretion, elect not to open an account or close any existing account, with or without cause. The Bank may, at our sole discretion, open additional accounts upon your telephone, written, or online instructions. These accounts must be in the same title as previously established accounts you maintain with us.

BUSINESS ACCOUNTS & SERVICES
We may close accounts if we are unable to understand the Combined Balance is determined by combining:
purpose of the account, the structure of an organization, the •. The previous monthly statement's Average Monthly Ledger authority of the signers, the documentation provided, or the Balance in all Linked Accounts plus the current monthly general risk associated with the establishment of the account. We may elect not to disclose the specific reason for our action. statement Average Monthiy Ledger Balance in your primary checking account, and if linked,
DEFINITION OF CERTAIN TERMS »The previous day's Ledger Balance in accounts for which a statement has not been generated (e.g., time deposit
Adjustments - Corrections or changes we make to your account accounts). (both credit and debit). For example, corrections or changes made as a result of deposits recorded on deposit slips in the What accounts you can include in your Combined Balance:
wrong amount, or Items you deposit that are retumed unpaid. .. You can ask us to combine balances of up to 20 eligible Annual Percentage Yield (APY) - The total amount of interest checking, savings, money market, and time deposit paid on an account, based on the interest rate and the frequency accounts to arrive at your Combined Balance. Restrictions of compounding, and unless otherwise noted, is fora 365-day may apply. year (366 days each leap year), and is expressed as a •Signature Bankings and Priority Banking® clients may include amounts held in IRAs; UnionBanc Investment
percentage.

Services®* accounts, including Portfolio Connection®
Annual Percentage Yield Earned (APYE) - An annualized rate accounts; and some Union Bank business accounts that reflects the relationship between the amounts of interest (excludes analyzed accounts). actuaily earned on your account during a statement period and What you can't include in your Combined Balance:
the average daily ledger balance in the account for that period. • You cannot link accounts to more than 1 checking account Authorized Signer - Authorized Signers on your account are for Combined Balance purposes. those noted on the Bank Depositor Agreement (signature card)or Daily Minimum Balance - The lowest Ledger Balance in the as authorized by you in writing. An Authorized Signer may act account for any day of the monthly period.
alone in conducting withdrawal transactions and transfers from the account, despite multiple signature requirements. Business Days - Monday through Friday, excluding federal Available Balance (or Available Funds) - The amount of funds holidays, even though we may be open on a Saturday or Sunday. Time refers to Pacific Time.
available in your account for withdrawal. The Available Balance may not include the amount of a pending transaction; funds on Combined Transactions - Includes each check deposited, hold based on our Funds Availability Policy; fundsheld in each debit or paid Item, and each credit or deposit. Bank connection with transactions identified in a notice transactions, such as fees or adjustments, are excluded. of presentment or return; funds held in connection with an adverse claim, a dispute, a levy, or other legal process; or funds Contracting Officer - Designated by corporate resolution or held because of a security agreement. This amount may be by a company's governing body and is authorized to enter different from your Ledger Balance (the total collected and into deposit account, funds transfer, or treasury management uncollected funds shown for your account in our records) or services agreements with us, and to authorize individuals Collected Balance (the Ledger Balance minus the amount of your to withdraw funds, initiate payment orders, execute service agreements, and otherwise give instructions on behalf of a company with respect to its deposit accounts and treasury Average Monthly (Ledger) Balance (Statement Average Ledger Balance) - The amount calculated by adding the
Ledger Balance in the account for each day of the statement period and dividing that figure by the number of days in the period. The Average Monthly Ledger Balance, which may be 1 Brokerage and investment advisory services are available used to avoid the Monthly Service Charge, is based on a monthly statement period.

Combined Balance - This applies to 1 or more accounts that you have agreed to link to your primary checking account. The • Are NOT deposits of or guaranteed by the Bank or any Combined Balance may be used to determine whether or not Bank affiliate you will be assessed monthly account service charges. Are NOT insured by the FDIC or by any other federa Jovernment agenc
• Apriuliet to estestment risks, including the possibleloss 2 3

BUSINESS ACCOUNTS & SERVICES BUSINESS ACCOUNTS & SERVICES Debit - An entry that reduces the balance in your deposit Fees and Charges - Bank fees and other charges are reflected account. on your periodic Account Analysis statement. Your service charge Insufficient Funds - When the Available Balance is not enoughto for each settlement period is based on the activity pay any Debit. of your account and the fees associated with that activity, as described in the applicable Fee Schedule.

Item - An order, instruction, or authorization to withdraw or pay funds or money from an account, such as a check; substitute We will calculate an Earnings Allowance by applying theEarnings Credit Rate to the balance available to support activityfor each check; electronic transaction; draft; demand draft (commonly settlement period. The "balance available to support activity" is reterred to as a remotely created check); or other order or calculated as follows: Ledger Balance pius funds advanced; pius instruction for the payment, transfer, or withdrawal of funds. or minus adjustments; minus uncollected funds; minus Legal Linked Account - A Union Bank account for which balance Reserves; minus Other Compensating Balance requirements that history, transaction activity, or other factor is taken into may be required to offset charges for bank services. For interest- consideration in connection with another Union Bank account, earning accounts, with the exception of the Analyzed Business typically for the purpose of account analysis, higher interest rate Interest Checking account, the interest accrued or paid for the on a deposit, to avoid the monthly service charge, or another month is deducted from the Earnings Allowance for the month. enhanced account benefit. Restrictions may apply. Information •- Legal Reserves are the percentage of deposits that we are about Linked Accounts, including account numbers and balances, legally required to hold or keep with the Federal Reserve Bank. may appear on combined statements. This rate is determined by the Federal Reserve Bank and is calculated on Collected Balances, plus uncollected funds MICR - An acronym for Magnetic Ink Character Recognition.

MICR line refers to the numerical information contained on the bottom line of a check or deposit slip, which includes a bank ... Other Compensating Balances may include special pricing routing number, depositor account number, check serial for loans or other services that may be agreed upon in retur number, and dollar amount of the check or deposit slip. for maintaining a minimum average Collected Balance in your Overdraft Fees - Refers to Overdraft Item Paid, Overdraft Item Returned, and Continued Overdraft Fees. If your monthly service charge for the settlement period is the same as or less than your Earnings Allowance, you will not be Owner - Refers to the legal owner of the account, including any assessed a monthly service charge. If your monthiy service business entity, sole proprietor, partnership, limited liability charge for the settlement period exceeds your Earnings company, or public agency. Allowance, you will be charged for the amount by which your monthly service charge exceeds your Earnings Allowance
We, our, us, and the Bank - Refers to MUFG Union Bank, N.A., including, without limitation, any branch, division, or other unitof We will charge your account for the amount due within 30 days MUFG Union Bank, N.A., and to Union Bank, a registered after the end of the settlement period. If you are invoiced, we will trademark and brand name of MUFG Union Bank, N.A. send an invoice for the amount due approximately 2 weeksafter the end of the settlement period. You agree either to haveyour You and your - The words "you" and "your" refer to an Owner of account charged by us or to pay the invoice upon receipt.Any an account, or anyone you authorize to either act on your behalf excess Earnings Allowance will not be paid to you and does not or to appoint others that can act on your behalf. accumulate from settlement period to settlement period.

ANALYZED BUSINESS CHECKING Multiple Accounts - More than one account may be linked on Accounts on analysis typically have a high volume of activity or account analysis for purposes of determining monthly service are linked to treasury management services. Account analysis is charges and the Earnings Allowance. Ownership of all Linked used to assess bank fees and other charges on accounts Accounts may differ. If more than one account is linked, one maintained by both for-profit and nonprofit organizations. You account will be designated as the "master account," and the Owner of the "master account" will be responsible to the Bank may request that one or more accounts be added to account analysis. We may also review an account's activity to determine for all monthiy charges on all Linked Accounts. By including if it should be added to account analysis. Upon review, we may an account under analysis, all account Owners waive any determine, in our sole discretion, to add an account to analysis requirement for advance notice for any changes to a charge tied and will notify you accordingly. If a money market account to the Reference Rate. is linked to a business checking account on analysis for your Earnings Credit Rate - Your Earnings Credit Rate appears analyzed relationship, please refer to the Accounts on Analysis on each analysis statement. Your Earnings Credit Rate is section in your applicable Fee Schedule for the appropriate determined by us, and is set each month based on. market monthiy maintenance and statement fees.
5 BUSINESS ACCOUNTS & SERVICES BUSINESS ACCOUNTS & SERVICES conditions, account balances, and market segment. You agree is included in the account analysis relationship, interest will not that this rate is subject to change without prior noticeto you. accrue and will not be paid on the Analyzed Business Interest Our current Earnings Credit Rate may be obtained by Checking account balances. contacting us.

Interest:

Earnings Allowance - The Earnings Allowance is the earnings •. The interest rate for the account is variable and is set at our credit minus earned interest (if applicable) for the current settlement period. It is applied only to the current settlement discretion. The rate may change as often as daily without notice period's service charges. to you. We reserve the right to change the balance ranges or to apply the same interest rate to more than one balance range.

Reference Rate - The Reference Rate is the rate of interest • Interest is accrued and paid monthly using a 365-day year (366 periodically indicated by us. Our current Reference Rate may days each leap year). We will pay interest based on the be obtained by contacting us. This rate is subject to change calculated Excess Earnings Balance. The Excess Earnings without prior notice to you. Our Reference Rate and charges Balance is the balance equivalent of Earnings Allowance tied to it may vary as often as daily. minus fees, or zero, whichever is greater. For accounts owned by Public Agencies, interest is calculated as stipulated by state Compensating Balances - In some instances, special pricingfor laws. State statutes may require interest to be calculated on loans may be agreed upon in return for maintaining a 360-day year. Please refer to the laws in your state for more a minimum Collected Balance in your accounts). The information.

Compensating Balances amount indicates the minimum •- Interest is accrued for the entire analysis relationship. Interest balance agreed upon. is paid to the account designated as the "master account." • Interest is paid monthly, generally before the 22nd of the Termination of Analysis Service - We may terminate anaiysis month following the checking account statement month. service on an account upon prior written notice. In such a case, •If your relationship is closed before interest is calculated, your any remaining amounts payable may be charged to your account will not be paid interest for the cycle.

Overdrafts - Interest charges for funds advanced due to an INTEREST ON LAWYERS TRUST ACCOUNT (IOLTA) insufficient Available Balance during the settlement period are An IOLTA is available to attorneys and law firms required to determined by using our Reference Rate plus a differential. See establish such accounts under state law. It is an interest-earning the Overdraft Services section of this Account Agreement for trust account for the purpose of receiving and disbursing client more information. funds that are nominal in amount or on deposit for a short We may advance funds, from time to time, to cover a Debit time. The interest earned, less permitted charges, is paid to the agency stipulated by state law.
presented against an insufficient Available Balance. If we do so, and unless a different rate is expressiy agreed to in writing, we Additional Fees:
will charge interest daily on the funds advanced at the rate •. Fees or charges will be deducted from the IOLTA as permitted published in the applicable Fee Schedule. The daily rate is by applicable state law. If such charges are not permitted calculated using a 360-day year and computed on the daily to be deducted from the IOLTA, we may deduct them from usage of insufficient funds for the month. Interest is assessed another operating account maintained with us by the Ownerof from the date an overdraft balance is incurred, and then added the IOLTA. to the overdraft balance along with any Overdraft Fees assessed.

Interest:

ANALYZED BUSINESS INTEREST CHECKING • The interest rate on the IOLTA is set according to state law The Analyzed Business Interest Checking account has the same and guidelines published by the applicable state agency or teatures as the Analyzed Business Checking account with the association. in the absence of such law or guidelines, the exception of the features listed in this section. The Analyzed interest rate is set at our discretion and may change as often Business Interest Checking account is an interest-bearing transaction account that allows deposit balances to first pay for • Interest is calculated on the Collected Balance and fees as outlined in the Fees and Charges paragraph above. This compounded daily, using a 365-day year (366 days each account type is not offered to sole proprietors. leap year), and paid monthly.

Multiple Accounts - More than one account may be linked on • Interest begins to accrue no later than the Business Day we receive credit for the deposit of cash and non-cash items, such account analysis for purposes of determining monthly service as checks. No interest accrues unless the principal balance ir harges and Earnings Allowance. All accounts in anAnalyzed the account is sufficient to earn at least 1/10 of one cent pe Business Interest Checking relationship must be day at the daily periodic rate then in effect.

Analyzed Business interest Checking. If any other account type

BUSINESS ACCOUNTS & SERVICES BUSINESS ACCOUNTS & SERVICES Other:
-- An IOLTA cannot be linked to other accounts owned by your law firm for purposes of analysis.

PRIORITY BANKING®
Priority Banking is available to individuals owning a Priority Banking checking account. The benefits listed below are available for business accounts that have a common Ownerwith a personal Priority Banking checking account. We mayconsider other qualifying factors to determine eligibility.

Benefits and Features:
•. One business checking account with no Monthly Service Charge (excluding Analyzed Business Checking) when account is linked to a Priority Banking checking account
•No annual or advance fees for Business Cash Reserve
- No Business Deposit Overdraft Protection Transfer Fee •No fee for Union Bank Cashier's Checks and Personal Money Orders (not applicabie to analyzed accounts)
• No fee for stop payments, copies of checks and statements, check images with paper statements, and confirmation notices or tunds transters (not applicable to analyzed accounts) • $50 annual safe deposit box rentai discount (box size anı availability may vary by branch)
•No Monthly Service Charge for transactions made by accessing either Quicken® or QuickBooks® software directly; excess transaction and excess access fees will still apply
• Discounts on the origination fee for business loans and/or documentation fees for equipment leases'
•. Access to Online Investing and Automated Telephone
Investing with UnionBanc Investment Services? at no charge •. Complimentary financial and insurance reviews from our 1 Loans are subject to credit and collateral approval; lease orokerage subsidiary, UnionBanc Investment Services, and financing subject to lessee credit approval and vendor and our insurance division. UnionBanc Insurance Services
Other:
.. Terms and conditions to quality for Priority Banking are subject 2 Refer to the UnionBanc Investment Services Standard Fee & Commission Schedule for fees pertaining to Online Investing to change. Your banking accounts may be assigned to another and Automated Telephone Investing. area of the Bank if you no longer meet the minimum balance requirement for Priority Banking. 3 Briberan and invest seides L. , a regis ore broker- dealer, investment adviser, member FINRA/SIPC, and
subsidiary of MUFG Union Bank, N.A. Insurance services
offered by UnionBanc Insurance Services, a division of MUFG Union Bank, N.A., California State Insurance License No. 0817733. Non-deposit investment and insurance products:
• Are NOT deposits of or guaranteed by the Bank or any
Bank affiliate
• Are NOT insured by the FDIC or by any other federal
government agency
• Are subject to investment risks, including the possibleloss of principal invested
• Insurance and annuities are products of the insurance carriers.
8 9

BUSINESS ACCOUNTS & SERVICES BUSINESS ACCOUNTS & SERVICES SAVINGS AND MONEY MARKET ACCOUNTS- balance ranges or to apply the same interest rate to more than GENERAL INFORMATION one balance range.

Interest:

Advance Notice of Withdrawals/Transfers - We reserve theright •.The interest rate and corresponding APY for business savings to require 7 days advance written notice of withdrawal of funds and business money market accounts are variable and are set from any savings and money market deposit account. at our discretion. They may change as often as daily without notice to you. Interest rates and APYs for different balance Transaction Limitations for Savings and Money Market Accounts ranges are listed on the interest rate sheet, which is provided - Transactions involving these accounts are limited by federal separately as part of this Account Agreement. We reserve the regulation. You may make no more than 6 limitedtransfers right to change balance ranges or to apply the same interest and/or withdrawals (subject to Availabie Balance):
rate to more than one balance range. •. Per calendar month for savings accounts •.We use the daily balance method to calculate the interest. We • Per monthly statement period for money market accounts apply a daily periodic rate to the daily Collected Balance in the •Per calendar month for money market accounts if statements account. Each day, the Collected Balance will fall within one of were requested to be on a specific day each month the balance ranges designated for the account. We pay interest on the entire Collected Balance in the account that day at the By:
rate assigned for that particular balance range. Limited Transactions (subject to Available Balance):
•• Interest begins to accrue no later than the Business Day we receive credit for non-cash deposits, such as checks. Interest on cash deposits begins to accrue on the day we receive the deposit. Business Deposit Overdraft Protection
• Interest on business savings accounts is compounded daily Checks N/A using a 365-day year (366 days each leap year), and credited to the account on the last Business Day of the calendar quarter. Debit Card (or ATM card) purchases or Interest on money market accounts is compounded monthly Preauthorized transfers to using a 365-day year (366 days each leap year), and credited another payee or institution to the account monthly. No interest accrues unless the Online bill payments N/A Collected Balance in the account is sufficient to earn at least V40 of one cent per day at the daily periodic rate in effect. Online banking transfers If the account is closed during a month, accrued interest will Mobile banking transfers be paid up to the closing date. For accounts with special Automatic transfers to a statements such as daily, weekly, dated, or flexible, interest will Union Bank deposit be paid to the account on the last Business Day of the month. Telephone transfers Interest on Accounts Owned by Public Agencies - Interest on business savings and business money market accounts owned Unlimited Transactions (subject to Available Balance):
by public agencies is calculated and paid as described above, except as follows: Savings Money
- Interest is calculated as stipulated by state laws governing ATM transactions public funds accounts. State statutes may require interest to be In-person transactions (includes calculated on a 360-day year. Please refer to the laws in your state for more information. Automatic transfers to
make a Union Bank
•- Interest on a business money market account is compounded monthly. Three balance ranges are established, and a different Deposits of any kind interest rate may apply to each. One interest rate applies to the balances below $2,500. If the account has a balance If you exceed these limitations, we may refuse to honor the of $2,500 to $100,000, then the entire balance (including the excessive transactions, remove your transfer privileges, close first $2,500) earns interest at the rate set for the balance your account without prior notice, or convert it to another type range of $2,500 to $100,000. A different interest rate may be of account without prior notice. We will impose an Excess established for balances greater than $100,000, and Activity Charge for exceeding the limits. We will immediately will be applied only to amounts in excess of $100,000. This charge this fee for each transaction that exceeds the limits, means that only that portion of the account balance in excessof regardless of the account balance (however, any Excess Activity $100,000 will eam interest at the rate established for Charges assessed in excess of 5 per statement period/calendar the highest balance range. We reserve the right to change 10 11

BUSINESS ACCOUNTS & SERVICES BUSINESS ACCOUNTS & SERVICES month will be subsequently added back to your account balance). Special Statement Services:

If your account is closed or converted as a result of excessive The following special statement services are available. transactions, you will not be able to open another savings and/or money market account with us for 12 months from the time the •. Snapshot Statement - Lists all activity for your account since account is closed or converted. Please note:We count checks for the beginning of the statement period; ordered through purposes of the transaction limitation as of the date we post them Telephone Banking or at a branch to your account (not as of the date youwrite them). Therefore, a •. Month-end cycle statement •- Flexible statement rendering on your custom calendar (up check you write during one statementperiod may not be counted to 5 statements per month
against this 6 transaction limit until a subsequent statement •. Overnight or express courier
Reviewing Statements - You agree that you are responsible for INFORMATION RELATING TO CHECKING, SAVINGS, monitoring and reviewing the activity on your account. Youagree AND MONEY MARKET ACCOUNTS to inspect your statements as soon as you receive them and to Account Statements promptly report any irregularities to us. We recommend that you have at least 2 individuals inspect your statements. You We will make account statements available to you as requiredby should not permit the same person who issues checks to review law or upon request. In any case, you will get a statement at paid checks and reconcile your bank statements. Failure to least quarterly, unless your account is inactive or in default. separate these functions allows a wrongdoer to avoid detection.

Statement Options: • Time Limit for Claims - If you think there is an error or an ..Online Statement - Your statement is available electronically unauthorized transaction shown on your statement, you must tell us immediately and in no case later than 30 days after and can be accessed through the Bank's Online Banking
we mail, deliver, or otherwise make the statement availableto service at unionbank.com. Each statement lists your deposit you. If you do not, we may refuse to reimburse you forfuture and withdrawal activity and allows you to view the front and unauthorized transactions by the same wrongdoers).
back of checks and deposit tickets posted to your account In addition, if you do not report an error or unauthorized during the statement period.
transaction within 6 months after we mail, deliver, or otherwise •. Paper Statement - We will mail you a statement that lists your make the statement available to you, the account balance deposit and withdrawal activity. With a paper statement, you indicated on your statement will be considered correct. We are may request the check image service for a fee. This includes not responsible for any liability you may incur as a result an image of the front of each check, or the front and back of your failure to timely notify us of errors and you lose any and of each check, posted to your account during the statement all rights you may have to assert the error or unauthorized period. Check image is not available for money market accounts transaction against us.
or Foreign Currency Demand Accounts.
•. Claim of Loss - If you claim a credit or refund because of a Combined Statements - You may request, and we may require, forgery, alteration, missing endorsement or any other combined statements if you have more than one eligible account unauthorized withdrawal, you agree to cooperate with us in the with us. You may designate up to 20 checking, savings, and investigation of the loss, including giving us an affidavit money market accounts to appear on one comprehensive containing any reasonable information we require concerning monthly statement with your designated primary checking your account, the transaction(s), and the circumstances account. All accounts combined tor one statement will have the surrounding the loss. You also agree to file a police report if we same monthiy cutoff date. You may choose the "online statement" request you to do so. or "paper statement" option for your primary checking account. All You agree that we have a reasonable period of time to other accounts combined for the statement will be assigned the nvestigate the facts and circumstances surrounding any paper statement option. The combined statement will be claimed loss, and we have no obligation to provisionally delivered to the address of your primary checking account.

When periodic statements are combined, you agree that copies of these statements, which include information suchas account numbers and balances, may be provided to any
Owner, Contracting Officer, Authorized Signer, or other person authorized by any of them.
12 13

BUSINESS ACCOUNTS & SERVICES BUSINESS ACCOUNTS & SERVICES coverage, including your insurance carrier, policy number, Please note: Your Available Balance will not reflect the policy limits, and applicable deductibles. If we repay you for following:
the loss before you receive compensation, you agree to
assign us your rights under your insurance policy. *Credits for outstanding ATM deposits that were made after the applicable cut-off hour.

If you have experienced an unauthorized, missing, or improper •• Debits that are received after the applicable cut-off hour, signature; an alteration; or any other evidence of possible such as outstanding checks you have written and fraudulent activity on your account, we may at our sole option preauthorized one-time or recurring automatic debits. require you to:
.. Subscribe to Basic Positive Pay or Positive Pay How ATM and Debit Card Transactions Affect Your Available Balance: Your Available Balance will be reduced in the amountof •. Close the account
each ATM and debit card transaction we authorize even though •. Keep the account open, but agree to hold harmless and release we have not received the merchant's request to debityour deposit the Bank from all liability for later fraudulent Items paid on the account for final payment (final settlement). account
Specifically, we hold the amount of an ATM or debit card Our brochure Safeguards Against Internal Fraud and transaction we previously authorized. When the merchant's Embezzlement discusses many procedures proven effectivein request for final payment is received by us, then we will post the preventing fraud. Ask us for a copy. You should consuit your pending Debit to your deposit account. own auditors and accountants to determine the internal
Also, it may be possible that the amount presented to us for final controls best suited for your business.
settlement is lower or higher than the amount authorized by us.

Available Balance Determination and Use For example, we gave an authorization to a merchant for a debit card transaction prior to any tip you added, or we gavean The Available Balance in your deposit account is the amount we authorization to a merchant, such as a gas station, hotel orcar can use to pay Debits presented for payment. rental agency, and the merchant estimated the amount.

Some or all of the funds in your deposit account may not be Further, most merchants will request final settlement within 3 to 4 immediately available for withdrawal or use because of a delay Business Days, but the merchant may take up to 30 Business in availability pursuant to our Funds Availability Policy or a hold Days. If the merchant takes more than 7 Business Days, we as allowed under law or this Account Agreement. Will, in most cases, release the preauthorized amount by the 8th Specifically, we calculate your Available Balance as follows: Business Day. The released amount will be added to your Available Balance and we will debit your deposit account when Each Business Day, we start with the ending balance in your we receive the merchant's request for final payment. deposit account from the previous Business Day, which is a result of our overnight processing of all transactions that were Changing Account Types presented for debit or credit to your deposit account. This ending How this affects your account number: If you want to changeyour balance is also referred to as your "Ledger Balance." account type, you may be able to do so without changing your We start with the Ledger Balance and then we: account number or ordering new checks. Any applicableservice charge will be based on the new type of account.
*. Add all incoming credits which we are required to make available in your deposit account for immediate use, such as How this may affect interest on your account:
cash or other deposits. •. When you change to an account that does not earn interest • Subtract any amounts you cannat immediately withdraw or - You will forfeit the interest accrued on your account since use due to a hold we placed including holds due to our the end of your last monthly statement period.

Funds Availability Policy or legal process. •When you change to an account that earns interest - You will * Subtract your pending Debit transactions that are known to begin earning interest no later than the Business Day following us, such as debit card purchases, ATM withdrawals or other the day of the change. If you change from an account that preauthorized withdrawals and applicable fees. eams interest to another type of account that also ears Debit or credit transactions presented during the day are "pending" until we "post" them through our nightly batch process each Business Day. Transactions presented on a non-Business Day will be pending until we post them on the nextBusiness Day. 14 BUSINESS ACCOUNTS & SERVICES 15

BUSINESS ACCOUNTS & SERVICES
Check Orders and Bank-by-Mail Kits How does Business Deposit Overdraft Protection work: Each You may order personalized checks, Bank-by-Mail kits, and time one or more Debits are presented for payment against an deposit slips by contacting us or ordering online. Applicable fees insufficient Available Balance in your checking account, we will will automatically be deducted from your account. You must transfer the exact amount from your Business Deposit verity the accuracy of all information shown on your checks. If Overdraft Protection Account needed to cover each Debit plus you find an error, do not use the checks and notify us the amount of our Business Deposit Overdraft Protection immediately of the error. Transfer Fee ("Transfer Fee") and place it in your checking account. However, we will only make a transfer
How Overdrafts Occur from your Business Deposit Overdraft Protection Accountif When a Debit is presented against an insufficient Available your Available Balance in the Business Deposit Overdraft Balance we will look to any linked Overdraft Protection Services Protection Account will be enough to cover at least one you established for your account. If you do not have sufficient entire Debit presented against the insufficient Available available balances in your linked Overdraft Protection Service(s) Balance in your checking account and the Transfer Fee. Also, to pay the Debit, then your deposit account will be overdrawn. the Available Balance in your Business Deposit Overdraft Protection Account may be reduced to as low as a $1, unless If you are uncertain of your deposit account Available Balance, you specify a different minimum dollar amount that must remain please check your account balance through Online Banking or in your Business Deposit Overdraft Protection Accountas the contact us. Also, we offer the ability for you to enroll in Alerts Available Balance in connection with Business Deposit through Online Banking in order to get account balance Overdraft Protection. information through e-mail and text Alerts or Push Notifications.

We will deduct the Transfer Fee when we post the Debits to Overdraft Services your checking account. We only charge the Transfer Fee once per Business Day. Please see the applicable Fee Schedule for We offer two categories of overdraft services. One categoryis further information.

Overdraft Protection Services and the other category is Overdraft Coverage. We will either pay or return Debits that cannot be covered Overdraft Protection Services by the combination of the Availabie Balance in both your checking account and Business Deposit Overdraft Protection Our Overdraft Protection Services involve either an Available Account. Either action will cause you to incur Overdraft Fees Balance that you maintain in another eligible deposit account and may cause your checking account to remain overdrawn. held with the Bank, or available credit on an eligible line If your checking account remains overdrawn and your Business of credit (subject to credit approval). Overdraft Protection Deposit Overdraft Protection Account later containsa sufficient Services may be less costly than paying Overdraft Fees.

Available Balance to cover part of or the entire amount of the Business Deposit Overdraft Protection overdrawn amount, then we will transfer fundsfrom your Business Deposit Overdraft Protection Account to cover or What is Business Deposit Overdraft Protection: With this reduce the overdrawn amount. In this instance, we will not service, you authorize the Bank to make automatic transfers charge our Transfer Fee. from your eligible checking, money market, or savings account ("Business Deposit Overdraft Protection Account") to your What happens when you have multiple overdraft services:
checking açcount to cover Debits (including transfersbetween Please see below, under the heading, "Processing Order for checking, money market, and savings accounts) authorized or Multiple Overdraft Services, for further information on how presented for payment against an insufficient Available transfers or advances are processed when you have multiple Balance. This service allows you to designate overdraft services. only one eligible deposit account as the Business Deposit Overdraft Protection Account. Aiso, please keep in mind that if Business Cash Reserve Account you designate a savings or money market account as the What is Business Cash Reserve Account: This service Business Deposit Overdraft Protection Account, then each invoives a revolving line of credit subject to credit approval. transfer from the savings or money market account to cover a Specifically, if you are approved for a Business Cash Reserve Debit presented against your checking account will count as Account, the Bank will make automatic advances from your one of the six "limited transfers" you are allowed per monthiy Business Cash Reserve Account to cover Debits (including statement period or calendar month. Please see the heading, transfers between checking, money market, and savings "Transaction Limitations for Savings and Money Market accounts) authorized or presented for payment against an Accounts" of this Account Agreement for further information. insufficient Available Balance in your checking account. You agree and acknowledge that any advances made by us in
16 17

BUSINESS ACCOUNTS & SERVICES BUSINESS ACCOUNTS & SERVICES connection with Business Cash Reserve Account are subject to the Debit will be advanced from the Business Cash Reserve your available Business Cash Reserve Account limit. Further, Account. In these instances, a Business Deposit Overdraft you agree and acknowledge that all advances from your Protection Transfer Fee will be charged to the checking Business Cash Reserve Account are subject to the terms and account and a Cash Reserve Advance Fee will be chargedto conditions of our Business Cash Reserve Account Disclosure your Business Cash Reserve Account. and Agreement, including, but not limited to, the terms and conditions regarding repayment calculations. Please see below, under the heading, *Processing Order for Multiple Overdraft Services," for further information on how How does Business Cash Reserve Account work: Each time transfers or advances are processed when you have multiple one or more Debits are presented for payment against an overdraft services. insufficient Available Balance in your checking account, we will advance the amount for each Debit, which will be roundedup to Business Line Overdraft Protection the nearest doilar, from your Business Cash Reserve Account. What is Business Line Overdraft Protection: With this service, We will charge a Cash Reserve Advance Fee to yourBusiness you authorize the Bank to use your new or existing business Cash Reserve Account, which will be listed on your Business line of credit to make automatic advances to cover Debits Cash Reserve Account statement as a "Cash ReserveAdvance posting at the end of the Business Day against an insufficient Fee" when we make automatic advances from your Business Available Balance in one or more designated eligible checking Cash Reserve Account pursuant to the Business Cash accounts. This service will not be used Reserve Account Disclosure and Agreement. We only charge to authorize payment of transactions on the designated the Cash Reserve Advance Fee once per Business Day. accounts during the day, including, without limitation, ATM and However, we will only make an automatic advance from your debit card transactions. Advances can be made up to your Business Cash Reserve Account if your available Business available business line of credit limit or the Line Overdraft Protection Service daily limit, whichever is less. You agree Cash Reserve Account limit will be enough to cover at least and acknowledge that all advances from your business line of one entire Debit presented against the insufficient Available Balance in your checking account and the Cash Reserve credit are subject to the terms and conditions that govern your Advance Fee. If the amount of the advance is less than $10, loan. Line terms are determined in accordance with your loan documents.'
we will not charge our Cash Reserve Advance Fee.

Also, Debits that cannot be covered by the combination of the How does Business Line Overdraft Protection Work: Each time Available Balance in your checking account and the available one or more Debits are presented for payment against an Business Cash Reserve Account limit may be returned unpaid. insufficient Available Balance in your designated eligible Our decision to pay or return the Debit will cause you to incur checking accounts) we will advance the exact amount needed Overdraft Fees and may cause your checking account to remain to pay each Debit from the business line of credit plus a daily advance fee.

If your checking account remains overdrawn and any funds However, we will only make an automatic advance from your become available in the Business Cash Reserve Account on business line of credit if your available business line of credit a later date, we will advance funds from your Business Cash will be enough to cover at least one entire Debit presented Reserve Account to cover or reduce the overdrawn amount. against the insufficient Available Balance in your checking In this instance, we will not charge our Cash Reserve Advance account.

Also, Debits that cannot be covered by the combination of the What happens when you have multiple overdraft services: If Available Balance in your checking account and the available business line of credit will be returned unpaid. Our decision to you are enrolled in Cash Reserve Account, then your checking account will not be eligible for Overdraft Coverageor Business pay or return the Debit will cause you to incur Overdraft Fees and may cause your checking account to remain overdrawn.

Line Overdraft Protection.

Accounts enrolled in Business Deposit Overdraft Protection if your checking account remains overdrawn and any funds are which have a Business Cash Reserve Account covering the available on the business line of credit on a later date, wewill same checking account: In the event a checking account advance funds from the line to fully cover or partially cover the is enroiled in both Business Deposit Overdraft Protection and overdraft and any Overdraft Fees. In this instance, we willnot Business Cash Reserve Account and you do not have a
sufficient Available Balance in Business Deposit Overdraft Protection to cover an entire Debit, the Available Balance from the Business Deposit Overdraft Protection Account will be used first, and then the remaining amount needed to cover
18 19

BUSINESS ACCOUNTS & SERVICES BUSINESS ACCOUNTS & SERVICES Further service terms are contained in the Line Overdraft This will cause you to incur Overdraft Fees and will cause your Protection Agreement and Disclosure.? checking or money market account to be overdrawn.

What happens when you have multiple overdraft services:If Your checking or money market account is automatically you are enrolled in Business Line Overdraft Protection, then enrolled into Overdraft Coverage after approximately 30 your checking account will not be eligible for Overdraft calendar days after account opening. However, enrollment Coverage, Business Deposit Overdraft Protection or Business does not guarantee we will use Overdraft Coverage.

Cash Reserve Account.

You may cancel Overdraft Coverage at any time by contacting Overdraft Coverage us. If you cancel Overdraft Coverage and you do not have a Our Overdraft Coverage serves as an accommodation that is sufficient Available Balance in your checking or money market based on our discretion. Whether we authorize or pay a Debit account to cover a Debit, we will return the Debit and charge you presented against an insufficient Available Balance in your an Overdraft Fee (see the applicable Fee Schedule). You may checking or money market account depends upon several incur additional fees from the merchant or payee. factors, including your account-related behavior. For example, What deposit accounts are not eligible for Overdraft Coverage:
we typically do not authorize or pay such Debits if your checking Checking accounts enroiled in Business Cash Reserve Account or money market account is not in good standing oryou are not or Business Line Overdraft Protection are noteligible for making regular deposits. We may not authorize orpay Debits Overdraft Coverage. presented against an insufficient Available Balancein a new account for approximately 30 calendar days after the date of Please see below, under the heading, "Processing Order for account opening. Multiple Overdraft Services," for further information on how transfers or advances are processed when you have multiple Enrollment into Overdraft Coverage by the Bank is not overdraft services. guaranteed. Further, you agree and acknowledge that Union Bank reserves the right not to pay a Debit presented against an Processing Order for Multiple Overdraft Services insufficient Available Balance if your checking or money market Depending upon the Overdraft Protection Services and/or account is not in good standing. Authorization or payment of Overdraft Coverage linked to your deposit account, Debits a Debit presented against an insufficient Available Balanceis presented for payment or authorization when your deposit always at our sole discretion. The dollar amount we may account has an insufficient Available Balance will be covered authorize or pay under Overdraft Coverage is subject to change first by Business Deposit Overdraft Protection and then daily without prior notice to you.

Business Cash Reserve Account or Overdraft Coverage as
What is Overdraft Coverage: With this service, we may, at our applicable. sole discretion, pay checks, bill payments, ACH debits, ATM or debit card transactions and other Debits when they are Postdated Checks presented to us for payment or authorization and you do not What is required to postdate a check - You must request a stop have a sufficient Available Balance to cover the Debit. payment on the postdated check to prevent it from being processed prior to the date on the check. You must provide How does Overdraft Coverage work: Each time a Debit is
us with the following: the exact amount (dollars and cents), presented to us for payment or authorization and you do not account number, check number, date of the check, and nameof have a sufficient Available Balance at the time, we will look to see if you have enrolled in Business Deposit Overdraft the payee. And you must provide this information in a timely Protection, Specifically, if you do not have Business Deposit Overdraft Protection or the Business Deposit Overdraft
Protection Account is otherwise not available for use, thenwe will look to your Overdraft Coverage to decide whether we will tow we honor a written notice - If a check is presented to u pay the Debit presented for payment or authorizationagainst rior to the date indicated on the stop payment (up to the insufficient Available Balance in your checking ormoney months from the date of the stop payment or date of the check, market account. If you are enrolled in and still eligible hichever is earlier), we will not pay the check and may retu for Overdraft Coverage, then we may decide to pay the Debit. marked "payment stopped," "postdated," or otherwise. After months, a stop payment is no longer effective and must be 2 Subject to credit approval. Certain fees apply. Terms and What happens when you don't provide accurate and timely conditions subject to change. Refer to the Line Overdraft Protection Agreement and Disclosure for full details. information - We may pay the check before the date stated on the check.
20 BUSINESS ACCOUNTS & SERVICES BUSINESS ACCOUNTS & SERVICES About fees - We may charge a Postdated Fee for each notice. you, we may pay the check if it is presented for payment, even if we pay a postdated check over a valid and timely stop payment though it may be stale-dated by that time. - If we recredit your account, you agree to assign tous all rights We may process stop payment orders that cover a range of against the payee, and/or any other holder of your check, and checks that are missing or stolen without you specifying thedollar you agree to cooperate with us in any legal actionthat we may amount. In this case, we may require you to close your account take against such persons. and open a new one.

Stale-Dated (Old) Checks You should be aware that anyone holding your check, including if a check is presented to us for payment more than 6 months Union Bank, may be entitled to enforce payment against you after it is written/dated (a "stale-dated check"), we may pay or despite the stop payment order. eject the check at our sole discretion, even if the presentmen ccurs after the expiration of a stop payment order. Wenomall If we pay your check over a valid stop payment order, we will do not examine the date on checks presented for payment. You credit your account for the amount of loss you prove has occurred or the face amount of the check, whichever is less. However, we agree that we are not required to identify stale-dated checks or must have a reasonable period of time to research the
to seek your permission to pay them.
circumstances concerning any such check before creditingyour Stop Payments account. Until such research is complete, we have no obligation to "provisionally" credit your account. You agree to assign to us all Contact us or visit us online in order to initiate a stop payment rights against the payee, and/or any other holder of your check, request for a check. You agree to pay us a fee for each stop and agree to cooperate with us in any legal action that we may payment order you place. This section does not apply to take against such persons. cancellation of electronic transactions. Refer to the Electronic Transaction Cancellations section of this Account Agreementfor Cashier's Checks - We will accept a stop payment order for a information on cancelling electronic transactions. Cashier's Check only if it has been lost, stolen, or destroyed. We will not issue a replacement check sooner than 90 days afterthe We will send you a confirmation notice of your stop payment issue date of the Cashier's Check. request. You must notify us immediately if it contains any errors; otherwise our records will be considered conclusive proof of the Sub-Accounts accuracy of the stop payment order.

Why sub-accounts are created: For regulatory reporting
Paper Checks - You may ask us to stop payment on a check. and reserve purposes, we divide checking accounts into2 When you request a stop payment, you must provide us sub-accounts: a checking sub-account and a savings with the following: a) your account number; b) the check sub-account. At the beginning of the month, we allocate funds number; and c) the exact dollar amount of the check. We between the 2 sub-accounts as we deem appropriate. Items are may also request the payee name or check date. If any of the paid from the transaction sub-account. Funds are transferred from required information is incomplete or incorrect, we will the savings sub-account to the transaction sub-account as responsible for failing to act on the order. We must receive a needed to cover checks and other debit transactions. On the 6th stop payment order from you early enough to allow us transfer from the savings sub-account during a statement period, reasonable time to act on it before your check is presented. A all of the funds from the savings sub-account will be transferred to stop payment order becomes effective after we have verified that the check has not been paid and have processed your request. If you request a stop payment on a check that has Your access to your checking account occurs at the master been previously paid, the stop payment order is void. We will account level, and your periodic statements will reflect research whether a check has been paid up to 90 days prior to transactions at the master account level, without reference to either sub-account. The master account and the sub-accounts your request. We are not responsible for any liability you may incur as a result of placing a stop payment order on a check are maintained on the Bank's books, but you do not have regardless of when it was negotiated or paid. direct access to the sub-accounts. Except as provided in this paragraph, the provisions of this Account Agreement apply to Stop payments expire 6 months after the date we process the your checking account as a whole. order. If you wish to reactivate an expired or released stop If you have an interest-bearing checking account, the interest payment order, you must place a new order. If your account is rate for your account applies to the Combined Balance of the on automated account analysis, the stop payment will
automatically renew at 6-month intervals until you request sub-accounts, and a single interest rate will appear on periodic its release. If a stop payment order expires or is cancelled by statements. We will use the Combined Balance of the sub- accounts to determine if your checking account qualifies for applicable fee waivers.
22 23

BUSINESS ACCOUNTS & SERVICES BUSINESS ACCOUNTS & SERVICES Substitute Checks recurring transfers from your deposit account to another deposit To make check processing faster, federal law permits banks to account or Union Bank loan account, electronic debits (such as replace original checks with "substitute check" (as defined inthe ACH) and any remaining fees that have not posted (such as a Check Clearing for the 21st Century Act). These checks are Monthly Service Charge and other fees that are based on your similar in size to original paper checks, with a slightly reduced image of the front and back of the original check. The front of a Please Note: Our transaction posting order may affect the substitute check states: "This is a legal copy of your check. You number of Overdraft Fees assessed when there is an can use it the same way you would use the original check." You insufficient Available Balance in the deposit account to cover all may use a substitute check as proof of payment, just like the Debits processed on a given Business Day. original check.

Substitute Checks - A substitute check, in the legal requirement What We Do If Overdrafts Occur to the original check from which it was created, may be accepted If an overdraft occurs, the Bank can exercise its discretion to for deposit only if the item has been retumed unpaid and is pay the Debit or return the Debit unpaid. being redeposited. Unless we agree otherwise
in writing, our acceptance of such checks shall not obligate us When We Charge Overdraft Fees to accept such item at a later time, and we may cease doing so Overdraft Fee (Overdraft Item Paid or Overdraft Item Returned without prior notice. If we approve the deposit of substitute Fees) - We may charge Overdraft Fees when Debitsare checks, you agree to indemnify, defend, and hold us harmless presented against an insufficient ending Available Balance (up to from all losses, costs and expenses (including attorney's fees), the daily maximum), whether we pay or retum a Debit. We may claims, actions, and proceedings that we incur as a result of assess this fee for each Debit we pay or return when yourending such checks, including, without limitation, any indemnity or Available Balance is overdrawn by $5 or more. For the purpose of warranty claim that is made against us because a) the check charging Overdraft Fees, we consider the "ending" Available fails to meet the requirements for legal equivalence; b) a Balance as your Ledger Balance minus your pending Debit claimant makes a duplicate payment based on the original transactions that are known to us, such as debit card purchases. check, the substitute check, or a paper or electronic copy of either; or c) a loss is incurred due to the receipt of the substitute Continued Overdraft Fee - Depending on your applicable Fee check rather than the original check. Upon our request, you Schedule if you overdraw your deposit account and donot agree to promptly provide us with the original check or a deposit funds to fully cover any overdraft amount by the 7th copy that accurately reflects all of the information on the front consecutive calendar day that your deposit account has and back of the original check when it was truncated (that is, been overdrawn, we will charge you a Continued Overdraft Fee. converted from physical to electronic form). We may convert For this purpose, the 1st day is the day the overdraft occurred original checks to substitute checks. We will charge this fee for each Business Day that the Ledger Balance is overdrawn for up to 5 Business Days from the 7th Transaction Posting Order
We post debit and credit transactions to your deposit account For further information on Overdraft Fees, please see the during our nightly batch process each Business Day in the applicable Fee Schedule. following order:

Your Obligation to Cover Overdrafts
First, we post all credit transactions that we receive before the applicable cut-off hour. In the event your deposit account is overdrawn, you agree to pay the amount of the overdraft promptly, without notice or Then, we post debit Adjustments, Union Bank fees and Debits demand from us. Also, you agree that each account Owner is that we have previously authorized and are required to pay, such jointly and severally responsible for paying any overdrafts as ATM withdrawals, ATM and debit card transactions, legal created by an Authorized Signers) or party to the account, orders and chargebacks. Some fees will post with the affected whether or not the Owner participates in the transaction or transaction and not separately. Fees related to thebalance in benefits from its proceeds. your deposit account will post at the end of the batch process.

We will sort like transactions into separate groups and post You agree and acknowledge that our decision to pay one or transactions in each group in ascending order(lowest to highest) more Debit transactions presented against an insufficient Available Balance in your deposit account which will result in an overdraft in no way obligates us to continue the practiceat Finally, we post all the remaining Debit transactions in a later time. Also, you agree and acknowledge that we can descending order (highest to lowest) by amount. These
transactions include checks, bill payments, one-time and 24 25

BUSINESS ACCOUNTS & SERVICES BUSINESS ACCOUNTS & SERVICES discontinue the practice at any time without cause or notice to making sure there are no blank or open spaces in the body of you.
the instrument where words or figures are to be inserted.

Further, you agree that we may use subsequent deposits and .. Segregating employee duties whenever possible. Forinstance, other credits to the account, including, without limitation, deposits payables personnel should not be responsible for reconciling of state and federal benefit payments, such as deposits of bank accounts. government, welfare, retirement, and Social Security benefits, to In addition, we make available to you certain products and cover any overdraft existing in your deposit account, to the fullest services designed to detect and/or deter fraud. While no product extent permitted by law. or service can provide complete protection from all potential sources of risk or fraud, we believe that using availablefraud FRAUD DETECTION, DETERRENCE, AND protection products in conjunction with appropriate internal SAFEGUARDING YOUR ACCOUNT controls within your operation can reduce the likelihoodof fraud There are precautions that you can and should take to decrease on your account. Such products include, without limitation:
the risk of unauthorized transactions from your accounts). Such .. Positive Pay - provides early fraud detection and prevention precautions include, without limitation: when issuing checks on an account, and allows you to block •. Safeguarding and not disclosing to third parties information payment of unauthorized checks. about your account, such as your account numbers). -ACH Block - The ACH Block service allows you to restrict the •- Safeguarding materials and information that can be used to posting of all ACH transactions, debits, credits or both. We will access your account, including, but not limited to, your return, unprocessed, all ACH Transactions, debits, credits or checkbook; blank or unused checks and deposit slips; both, presented against your account. electronic access devices, including Deposit Cards, ATM •ACH Electronic Payment Authorization (EPA) ACH Positive Pay Cards and Debit Cards; personal identification numbers (PINs); - The EPA service allows you to filter the posting of ACH security tokens; and any passwords or other access-related Transactions to your account. We will return, unprocessed, information, to prevent them from being misused by an ACH Transactions presented against your account that do not unauthorized party. match the parameters you provided. You will be responsible for • Calling us immediately if you suspect any problem with your adding EPA/ACH Positive pay filters through the ACH Exchange online system.
other service might be compromised in any way. •. Universal Payment Identification Code or UPIC - is an •. Placing stop payments immediately on your unused checks if account feature that is a permanent and secure account lost, stolen, or misplaced. identifier that you can freely distribute to encourage the •. Reviewing carefully your checkbook and unused checks for receipt of electronic payments to your account. The UPIC unauthorized activity if you suspect that any of these items number should only be used for incoming electronic credits of may have been stolen or tampered with, or if you are the ACH entries. victim of theft or your property is burglarized. •Information Reporting - enables review of all transactions •. Keeping accurate records of your transactions. posted to your account daily. -. Promptly and carefully reviewing your statements for • View Image - allows you to view images of paid checks. unauthorized activity or missing deposits. You agree that if you fail to implement any of these products or •. Closing your account immediately upon discovery of any services, or you fail to follow these and other precautions known or suspected unauthorized activity. When you
report missing, stolen or unauthorized checks, we may reasonable for your particular circumstance, you will be precluded from asserting any claims against us for paying any recommend that any accounts) that has been compromisedby unauthorized, altered, counterfeit or other fraudulent item that unauthorized or fraudulent activity be closed. If vou decline such product, service or precaution was designed to deter o this recommendation and elect to leave your accountopen, we letect, and we will not be liable for paying such items shall not be liable to you for subsequent losses on the account due to unauthorized activity, and you agree to indemnify us for Additional security measures include:
any losses we incur as well.

Checks
• Maintaining close control over your facsimile signature devices to immediately detect any unauthorized use of those devices. • Write checks in dark ink and fill in ail lines completely. Make - Issuing any checks with care to avoid alterations or forgeries. sure all numbers begin at the far left of the line.

Precautions include, without limitation, using a dark-colored •Do not keep blank checks with bank statements and paid permanent ink to write out your checks, making sure the checks. numeric and written amounts match and are readable, and •. Do not give anyone a pre-signed check or allow someone else to sign your name on a check.
26 BUSINESS ACCOUNTS & SERVICES BUSINESS ACCOUNTS & SERVICES .. Use checks ordered only through Union Bank. AT and Night Depository Safety •Do not include your driver's license, tax identification, or •. Be aware of your surroundings, particularly at night.

Social Security number on a check unless you believe it .. Park nearby, in a well-lighted area. is necessary and you are directly providing the check to a •Look around. If you notice anything or anyone suspicious, use trusted person. another ATM or come back later.

Online •. Stand in a position so the person behind you cannot see you .. Do not share your user ID, PIN or password with anyone. enter your PIN. • Ensure items have been fully accepted into the ATM or night •. Closely scrutinize employee entitlements. Allow access to only those services necessary to perform the job.
• Use security tokens for online sign-on. You can obtain these • Always take your receipt with you to keep youraccount information confidential.
tokens from us. Report lost or stolen tokens to us immediately. •. Do not accept offers of help from anyone you do not know. If * Use IP address restrictions. This will restrict online access to you have a problem or question, contact your branch.
your bank information based on IP addresses you provide us. -. Make sure the passenger windows in your vehicle are closed • Use dual control for making online payments such as wires and your doors are locked when you are using a drive-up ATM ••Check your account balance and transactions regularly, and •Do not display your cash. Pocket it and count it later in the notifications as applicable.
safety of your car, office, or home.
• Avoid using public or shared computers to access Online Banking services.
•. Set up dedicated computers and use them for online banking •. Deposit mail only in a locked U.S. Postal Service mailbox. only. Keep the computers in a secure location and limit access.

Do not leave outgoing mail for pickup from your home or an • Install a reputable vendor security software suite that includes unsecured area at your work. firewall security, anti-virus, anti-spyware, and malware and •Pick up your mail as soon as possible each day and promptly adware detection, and keep it up to date. Run periodic scans. pick up any statements or other mail held for you at one of our •. Routinely install all new operating system and browser software and hardware patches, or use the automatic update • Call or otherwise contact us immediately if you do not receive feature when available.
communications from us as expected.
•. Routinely install all patches and updates for software applications (e.g., operating systems, browsers, etc.). COMMERCIAL CASH SERVICES •. Educate employees on good cyber security practices.
• Do not open any attachments or click any link in an email Our Commercial Cash Services allow you to place orders for coin or currency from our cash vaults, and to make cash and requesting your account information. We do not request
check deposits at our processing centers. To do this, you must information about you or your accounts by email. If you receive enter into a separate contract with an armored carrier service such an email request, call us immediately.
• Use the Bank's secure message system when sending acceptable to us. Refer to the Transportation section of the confidential information, such as account numbers or Deposits section and procedures described in the Deposit financial data, to bank staff.
•. Tell your employees not to open email or attachments from With our consent, you may arrange for a local branch to provide unknown senders. currency or coin for subsequent transport by you, your •. Periodically engage a security expert to test your network orrun employees, Authorized Signers, or an armored carrier. Special security software that will help close known vulnerabilities. currency or coin order procedures and requirements may be Deposit Cards, ATM Cards, and Debit Cards specified by the branch that fulfills the order. We will require reasonable advance notice for all branch-fulfilled coin and ATMs are convenient and provide many of the banking services currency requests. you need. To ensure your safety when using an ATM, remember the following: We will determine and assign to you a new relationship cash order credit limit. If the total amount of coin and currency orders •When entering your PIN at an AT or in a public place, cover the PIN pad while entering the number. for all of your locations exceeds this limit, we will haveno • Never disclose your PIN to anyone, including bank employees, obligation to ship any amount in excess of this limit, and we merchants, government officials, or the police. may determine, in our sole discretion, which of your locations will receive delivery of that portion of that order that does not • When selecting or changing a PIN, do not use any numberor exceed such limit. You may select a separate cash order limitfor • word that appears in your wallet (eg., birth date, address, phone number, or Social Security number). each of your locations. We reserve the right not to ship coin • Memorize your PIN; do not write it down or carry it with you. and currency orders exceeding a location's cash order 28 BUSINESS ACCOUNTS & SERVICES BUSINESS ACCOUNTS & SERVICES limit without your express prior instructions to do so on each Each Difference of $50 or more must be reported to us occasion. You may authorize us to ship all orders and disregard immediately by telephone, followed by written notice in the location cash order limits, provided, however, that we will haveno manner described above. obligation to ship to your locations any amount in excess ofyour relationship cash order limit. You authorize us to debit your account for any cash order overage and credit the account for any cash order shortage.

BSA/CTR/OFAC Compliance for Financial Institution
Clients You agree that the Bank may charge your account for the amount of each order placed and any applicable fees. A copy of You are responsible for filing all reports as required by the Bank the cash order receipt will be included with each cash shipment Secrecy Act, including, but not limited to, Currency Transaction detailing denomination, cash order number, and customer Reports and Report of Interational Transportation of Cash or information.

Monetary Instruments, with the Financial Crimes Enforcement Network ("FinCEN") of the United States Department of the We shail be protected in acting on any verbal or written batchfile Treasury (the "Treasury") for transactions with your customers. and web portal request believed in good faith to be genuine and to have been made by you or your authorized agents.

Your policies and procedures must be able to identify
suspicious cash transactions or activities, including the You assume all risk and liability associated with the pickup, structuring of transactions to avoid reporting requirements. transport, and delivery of currency and coin by your contracted You will file Suspicious Activity Reports with FinCEN for such armored carrier. The carrier is not our agent. We are not suspicious cash transactions or activities. responsible for any losses associated with the transport of the currency and coin to your location. You further agree to notify us You further agree to abide by all economic and trade sanctions in writing of any change in location, standing orders, account administered and enforced by the Office of Foreign Asset Control numbers, or armored carrier. ('OFAC") of the Treasury.

InstaTax®
You represent and warrant, for each Money Service Business (MSB), as defined by federal regulation and for which you Insta Tax is designed to enable its users to initiate federal and provide cash, that it: state tax deposits via the Web or telephone. The service allows electronic payments of federal taxes via the Internal Revenue • Is properly licensed with each state that has a licensing Service Electronic Tax Payments Service and certain state requirement to transact business in that state
electronic tax payment services. We will issue you a confidential •. Is registered with the Treasury access code, PIN, and/or other security procedure to use this • Maintains an Anti-Money Laundering and Bank Secrecy Act service. compliance program
Federal Tax Deposits
Order and Delivery of Coin and Currency
We will debit your account on the Business Day you initiate We may charge your account for the amount of each order instructions for a tax payment. We will then make the tax placed. A copy of the order will be forwarded with each cash deposit on your behalf on the tax due date, except that shipment. You agree to inspect all cash shipments prior to Federal tax types 720, CT-1, and 1042 will be remitted on the accepting them from the armored carrier by examining the bag 2nd Business Day after the Business Day you initiate the tax and bag seal for integrity and condition. You also agree to payment. refuse damaged or torn shipping bags or bags with loose or missing seals, as well as to visually verify the shipment strap State Tax Deposits count through the shipping bag before you accept it from the We will debit your account on the Business Day you initiat armored carrier. You must, within 24 hours after your instructions for the tax payment. We will make the tax deposi acceptance and before you use any of its contents, open and piece-count the bag, in dual custody and/or under surveillance, to on your behalf on the 2nd Business Day after the Business Day you initiate the tax payment.
verify the order.

Other Terms and Conditions
You must, within 3 Business Days of the receipt of the cash order, report to us in writing any discrepancy between the amount Your Instructions - You will furnish us with ail required dat you verify and the amount we have charged your account (the uthorizations, and tax identification numbers. You assume th "Difference"). Each report of a Difference must beaccompanied risk of failure of telephone or other communications facilities to by the strap in which the Difference occurred, the shrink-wrap transmit the data to us accurately or in time for us to perform the packaging around the strap and, if possible, the shipping bag service. and bag shipping seal.
30 31

BUSINESS ACCOUNTS & SERVICES BUSINESS ACCOUNTS & SERVICES Business Day of Receipt Instructions received after the close of Applicable Law Regarding ACH Transfers - You agree that each the Business Day will be deemed received the next Business Day. ACH Transaction on your account is subject to the Nationai Payment for Services - You authorize us to debit your accountfor Automated Clearing House Association (NACHA) Operating the tax deposits, and our fees and charges to cover the tax Rules and any local ACH rules, as these may be amended from deposits. If your account does not have sufficient funds, we will time to time. You agree that we may rely on therepresentations have no obligation to perform the service. and warranties contained in these Operating Rules, and may either debit or credit your account as instructedby the originator Interruption of the service due to causes beyond our reasonable of the ACH Transaction. ACH entries. originated or received on control shall not relieve you of your obligation tomake any tax your behalf may be transmitted through one ormore clearing deposit, and we shall not be responsible for any liability you houses. Your rights and obligations regarding these transfers are may incur as a result of your failure to make anyrequired tax governed by applicable law. payment by other means in the event of such interruption.

Limitation of Liability - Our liability, if any, shall be limited to the When an ACH transfer is made, credit for the transfer is amount of penalty imposed by government taxing authorities on provisional (temporary) until final payment is received by the you for failing to make a tax deposit due to our sole error. payee's financial institution. Until that happens, the party Charge to Bank Account and Cancellation - Funds that have originating the transfer is not considered to have made payment been debited from your account for tax payments will not eam to the payee, and the payee's bank is entitled to arefund of the interest or earnings credit. You may cancel a tax depositprior to the time we remit the deposit to a tax agency if you give us If we give you provisional credit for an ACH transfer but do not notice of cancellation in sufficient time to afford us areasonable receive final payment, we may charge your account for the opportunity to act. amount of the credit.

Tax liabilities and due dates will be calculated only on tax High-Risk ACH Originators - payments made through the InstaTax service and will notinclude Some ACH Originators are considered high-risk originators. If tax payments initiated by any other means, such aswire we classify you as an ACH high-risk originator, you agreeto transfers or tax coupons. If you make a tax deposit by means supply us with additional information related to your ACH other than the InstaTax service, we will not be liable forany activities upon our request. The following ACH customers are penaity and/or interest charges that may arise because tax payments are not aggregated during the tax reporting period, resulting in calculation of an erroneous tax due date. *. Third-Party Senders or Third Party Payment Processors.

There are additional NACHA compliance requirements.

Lapse of Access Code - We may terminate the services by Before initiating payment types (SEC), you follow the NACHA giving you prior written notice. If an access code has not been rules associated with these payment types used for 6 months, the access code will be automatically deleted .. Originators of Internet-Initiated Entries (WEB), Telephone- from the InstaTax system without notice to you. You will not be Initiated Entries (TEL), and International ACH Transactions able to initiate tax payments using that access code.
.. Originators in high-risk industries, including online payment ELECTRONIC BANKING SERVICES processors, credit repair services, mail order and telephone The following terms and conditions apply to all electronic banking order (MOTO) companies, or offshore businesses services to or from business accounts. These services generally There are additional NACHA compliance requirements. Before include transfers made using your Union Bank Business Deposit initiating these payment types (SEC), you must followthe ATM Card ("Deposit Card"), Savings and Business Full Service NACHA rules associated with these payment types. Youalso ATM Card ("ATM Card"), or Union Bank Debit MasterCard
BusinessCard ("Debit Card"), ACH, or Online Banking. The agree to properly manage the use of our ACH services, Electronic Fund Transfer Act or Regulation E does not apply to including maintaining ACH returns within NACHA guidelines. business accounts. Notice of Incoming Transfer -
Automated Clearing House (ACH) Services We are not required to give you a separate notice of our ceipt of an ACH transfer. You will receive notice of th ACH is a method of processing electronic transactions to and ansfer on your next regular periodic statemer from your bank accounts. ACH transactions refer to ACH debits, ACH credits, or both ACH debit and credit transactions ("ACH To verify that a transfer has occurred, you may contact your local branch or customer service, or use Online Banking. 32 33

BUSINESS ACCOUNTS & SERVICES BUSINESS ACCOUNTS & SERVICES Automatic Transfer Service
point-of-sale purchases at participating merchants. The amountof le Automatic Iransfer Service allows you to establish recurrin your purchase is subtracted from your designated primary ansfers on a fixed daily, weekly, monthly, or quarteriy schedul account. Point-of-sale purchases cannot be made if your ATM between your Union Bank checking, money market, savings Card is linked oniy to a savings account. account, and IRA account. Recurring transfers can be set up Deposit Card - You can authorize another person to make through Online Banking for Small Business, Telephone Banking Services (refer to the Telephone Banking subsection of this deposits to a linked business checking, savings, or money market account by using a Deposit Card. It cannot be used to Account Agreement), or a Union Bank branch (restrictions may apply). If the date of the transfer is not a Business Day. the make ATM withdrawals, balance inquiries, transfers, or point- transfer will be made on the following Business Day. These of-sale transactions. This card can be used only at Union Bank ATMs.
transfers are not considered direct deposits.

ATMs- With your ATM Card and PIN, you can conduct the
Changes in or cancellations of recurring transfers established through Online Banking for Smail Business must be made following types of transactions at Union Bank ATMs:
through Online Banking for Small Business. Changes in • Withdraw cash. Your withdrawals (or purchases at or cancellation of recurring transfers established through participating merchants) may be limited to the lesser of your Telephone Banking can be made through Telephone Bankingor daily ATM Card limit or your Available Balance. a branch. Changes in or cancellations of recurring transfers •. Make balance inquiries. established at a branch must be made through the branch by •. Transfer funds between your designated Union Bank primary completing a form. checking, savings, and money market accounts.

You are responsible for ensuring there is a sufficient Available Generally, we do not charge you a fee when you access your Balance in the account being debited on the date of thetransfer. If Union Bank account at a Union Bank ATM. We may charge you a there is an insufficient Available Balance, the transferwill be fee when you access your Union Bank account at a non-Union subject to Overdraft fees or Overdraft Protection transfer or Bank ATM. If you use a non-Union Bank ATM, you may also be advance fees, as applicable. imposed a surcharge by the operator of that ATM. If you are assessed a surcharge, that fee will be disclosed on the ATM Transaction limitations apply to savings and money market screen. accounts. Refer to the Savings and Money Market Accounts General Information section, Transaction Limitation for Savings When you use your ATM Card at a non-Union Bank ATM, you and Money Market Accounts section, of this Account will have access to your designated primary checking, savings, Agreement. or money market accounts. At some locations outside of the United States, you may not be able to access your savings or Deposit Card, ATM Card, and Debit Card Services money market accounts) or perform certain other transactions.

The Deposit Card, ATM Card, and Debit Card are the property of Union Bank ATMs - In addition, if you use a Union Bank ATM, Union Bank. We establish card usage limits and will you can generally:
communicate those limits to you. We also reserve the right to discontinue the privileges associated with your Deposit Card, • Deposit currency or checks to any of your Union Bank accounts ATM Card, or Debit Card at any time without prior notice. If you that are linked to your card. Deposits cannot be made at no longer wish to use your Deposit Card, ATM Card, or Debit certain locations; such locations are clearly marked.

Card, notify us immediately and destroy any existing cards. •. Transfer funds between any accounts linked to your card.

For Union Bank transactions, you may link up to 9 accounts in Our ATM service is available 7 days a week, 24 hours a day, addition to your primary checking account to your Deposit although access and services may be limited at some locations and during certain time periods.

Card, ATM Card, and/or Debit Card. These 9 accounts may be checking, savings, or money market accounts. If you are a sole Debit Card - A Debit Card has all the features of an ATM Card proprietor and only have savings accounts, you may link up to 9 and can also be used for purchases everywhere MasterCard® additional savings accounts to a savings ATM Card. There maybe debit cards are accepted. Your Debit Card must be activated limitations on the number and types of transfers from someof before you can use it. Activation instructions will be mailed with these accounts. Refer to your specific account type for a the Debit Card. description of any transfer limitations.

When using your Debit Card to make a purchase, a merchant ATM Card - An ATM Card is generally available to any customer may ask you to sign a receipt or enter your PIN. Some who has a checking, savings, or money market account, and can merchants may not require you to do either. You aiso may be be used at most ATMs worldwide. If your ATM Card is linked to a asked to provide personal identification or other information checking or money market account, you may make from your card. 34 35

BUSINESS ACCOUNTS & SERVICES BUSINESS ACCOUNTS & SERVICES All Debit Card purchases are deducted from your designated MasterCard small business program, then your liability foran primary account. Debit Card purchases may be limited to the unauthorized transaction may be limited. Specifically, under lesser of your Debit Card's daily limit or your Available MasterCard's limitation of liability of cardholders for Balance. Your purchases may be limited to $350 if your balance unauthorized use rules ("MasterCard Zero Liability Protection") cannot be verified. Merchants may charge a fee, which will be for smail business programs, your liability will be $0 for an displayed separately and added to the purchase amount before unauthorized transaction, including a PIN-based transaction ata the transaction is sent to us and deducted from your account. point-of-sale terminal or ATM, conducted with a MasterCard branded card, meaning the MasterCard logo is on the front Union Bank offers MasterCard® SecureCode as added security of the card. However, the MasterCard Zero Liability Protection protection when making purchases through the internet. only applies so long as you have exercised reasonable care This service adds an extra layer of security at the point where in safeguarding the card from risk of loss or theft and, upon you enter debit card information online and heips prevent becoming aware of such loss or theft, promptly reported the loss unauthorized online use before it happens.
or theft of the card to us. Also, the MasterCard Zero Liability After you enter your card number and submit your order a Protection applies to domestic debit cards issued to natural processing window will appear. Based on several factors persons, either for consumer or business purposes if the about that transaction you may or may not be asked to verify is a "small business" debit card described on MasterCard's additional information to complete the transaction. website. The MasterCard Zero Liability Protection is based on the MasterCard rules as they may be amended from time ATM Card or Debit Card Transaction Holds - When you use to time. We reserve the right to apply the MasterCard Zero your ATM Card or Debit Card to pay for goods or services, Liability Protection as in effect at the time you make your claim certain merchants may ask us to authorize the transaction in for unauthorized use unless prohibited by applicable law. For advance. When we do, we commit to paying the merchant and further information about MasterCard Zero Liability Protection, may immediately place a temporary hold on your accountfor the please visit www.mastercard.us/small-business/index.html. amount requested by the merchant. Therefore, you should ensure that you have a sufficient Available Balance in Documentation of Transfers your account before making a transaction. Until the transaction •. ATM Transactions - You will generally be issued a receipt finally settles or we determine that it is unlikely to be processed, when you use an ATM. At some ATMs, you will be given the the funds subject to the hold will not be available to you for other choice of having a receipt printed. If a receipt is unavailable, purposes. you will be notified prior to completing your transaction and If a merchant makes an error or fails to notify us that a transaction will be given the option to cancel it. has been canceled and you incur insufficient fundsor overdraft •. Express Center kiosks - You will generally be issued a receipt charges as a result, please contact us. when you use an Express Center kiosk. At the Express Center kiosk, you will be given the choice of having a receipt printed Transactions Outside of the U.S. - If you use your ATM Card or emailed to your email address on file. If a receipt or Debit Card to conduct a transaction in a currency other than is unavailable, you will be notified prior to completing your U.S. dollars, the merchant, network, or card association that processes the transaction may convert any related debitor •. Point-of-Sale Transactions - You will usually be issued a receipt credit into U.S. dollars in accordance with its then-current when making a purchase using your ATM Card or Debit Card policies. MasterCard currently uses a conversion rate that For smaller purchase transactions, you may not be issued a is either a) selected from a range of rates available in the receipt automatically; however, you may request one. If you wholesale currency markets (this rate may be different from the rate that MasterCard receives); or b) the govemment-mandated rate. The conversion rate may be different from the rate in effec on the date of your transaction and the date it is posted to your account.

A foreign purchase fee equal to 2% of the transaction amount nade between Union Bank accounts, the periodic statement wil (including credits and reversals) may be imposed for each document the account number of both debited and crediter transaction you conduct outside of the 50 United States, even if the transaction is conducted in U.S. dollars. • Electronic Check Conversions - After a merchant scans a MasterCard Limitation of Liability of Cardholders for Unauthorized check you use for an electronic check conversion, the Use - If there is an unauthorized transaction involving a Debit merchant should mark the check "void" and return it to you.

Card that has been issued under the
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BUSINESS ACCOUNTS & SERVICES BUSINESS ACCOUNTS & SERVICES Electronic Funds Transfers Initiated by Third Parties You may cancel an ACH payment under the following You may authorize a third party to initiate electronic fund transfers between your account and a third party's account. These •. Cancelling One Authorized Payment - Contact us if you would transfers to make or receive payment may be a one-time like to cancel oniy the next ACH transaction from a company, occurrence or may be recurring. These transfers may use the but still want all future transactions to be charged to your Automated Clearing House or other payments networks. Your account. The cancellation request will be automatically removed authorization to the third party to make these transfers can occur after the next ACH transaction from the company in a number of ways. In some cases, your authorization can occur is returned. If your account is still debited, contact us to file a when the merchant posts a sign informing you of itspolicy. In all cases, the transaction will require you to provide the third party *- Cancelling Authorized Recurring Payments - Contact us if you with your account information. The merchant does not need your previously authorized a company to debit your account but written consent. Examples of these transfers include: have now revoked that authorization. We may require you to Electronic Check Conversion - You may authorize a merchant or complete any necessary forms within 14 days, including a other payee to make a one-time electronic payment from your Written Statement of Unauthorized Debit. This canceilation is checking account using information from your check to pay for valid for one year from the date placed. If your account is still purchases or pay bills. debited, contact us to file a claim. • Cancelling an Unauthorized or Erroneous ACH Payment-
Electronic Returned Check Charge - You may authorize a Contact us if you have received an unauthorized or erroneous merchant or other payee to initiate an electronic funds ACH debit entry and want to prevent any future debits from transfer to collect a charge in the event a check is returned for posting to the account. We may require you to complete insufficient funds. any necessary forms, including a Written Statement of Unauthorized Debit. This canceilation is valid for one year from Electronic Transaction Cancellations the date placed. If your account is still debited, contact us tofile Right to Stop Payment and Procedure for Doing So - If you have told us in advance to make recurring payments out of your We may require you to give us a copy of your written instructions account, you can cancel any of these payments. Here'show: to the company revoking its authority to debit your account. If Call us or write us in time for us to receive your request 3 you do not provide the copy within 14 days after you contact us, Business Days or more before your payment is scheduled tobe we will block the company from debiting youraccount for the 14- made. Refer to the Communication with Us section at the day period, but we may honor any debits the company may beginning of this Account Agreement for information about how to contact us. If you call, we may also require you to putyour send us thereafter. We are not responsible for any loss you may incur as a result of your failure to timely provide the requested request in writing and get it to us within 14 calendar days documentation and our subsequent honoring of previously after you call. ACH stop payment orders are valid either until the authorized payments.
account holder requests the removal of the order or until afterthe identified electronic transaction has been returned. We will charge Cancelling a Recurring Debit Authorized with a Debit Card -If you a fee for each transaction cancellation request. you wish to cancel a recurring debit you authorized with a Debit Cancelling Preauthorized Debits/ACH - If you have authorizeda Card, contact us in time for us to receive your request 3 Business Days or more before the payment is scheduled company. (or us) to charge your account electronically to make to be made. We may ask that you first contact the payee (the one or more payments, you can cancel the payments) merchant or other creditor to whom the payments are made) by contacting us or visiting our website. We must receive your and cancel the authorization before your account is debited. request to cancel such a payment at least 3 Business Days before the date the payment is scheduled to be made. Cancelling Bill Payments - Bill payments you request through We must have all of the following information before we can Online Banking can be cancelled at any time before the cancel your payment request: Business Day the transaction is scheduled to take placeor before 11:45 p.m. (Pacific Time) on the Business Day the • Your account number transaction is scheduled to take place. Once processed, a •. The exact amount of the ACH transaction transaction cannot be cancelled. • The payee or company initiating the ACH transaction
• The reason for cancelling payment Express Center
• The check number (applicable only for check entries that are collected electronically via the ACH) The Express Center service is offered through one or more kiosks at certain branches. The Express Center kiosks can be accessed through the use of your ATM Card or Debit Card 38 39

BUSINESS ACCOUNTS & SERVICES BUSINESS ACCOUNTS & SERVICES or with the assistance of a Union Bank Banker (upon proper These procedures do not apply to disputes with a merchant identification). about the quality or delivery of goods or services you authorized and/or purchased using your ATM Card, Debit Card, electronic You agree and acknowledge that when you use your ATM Card check, or other electronic transaction. You must settle the or Debit Card to access or use the Express Center kiosks, the dispute directly with the merchant. terms and conditions of your ATM Card or Debit Card will continue to govern your ATM Card or Debit Card. Further, you Limitation on Transfers agree and acknowledge that any person authorized to make withdrawals from your account may make withdrawals at oneor •. We may limit the amount of cash withdrawals or point-of- sale more Express Center kiosks and that the authentication purchases made with your ATM Card or Debit Card to the methods we use for in-person transactions at an Express lesser of your daily ATM Card or Debit Card limit or your Available Balance.

Center kiosk are commercially reasonable security, procedures. ••Preauthorized transfers or payments from savings or money The Express Center kiosks allow you to: market accounts are limited to 6 transfers each monthly • Receive deposit account information statement period (money market accounts) or calendar month • Make transfers between your checking, savings, or money (savings accounts or money market accounts if statement was market accounts requested to be on a specific day. Refer to the Transaction «- Withdraw cash from your checking, savings, or money market Limitation for Savings and Money Market Accounts subsection accounts of the Savings and Money Market Accounts-General • Make deposits into your checking, savings, or money market Information section of this Account Agreement. accounts, including receiving cash back •.We may limit the daily or cumulative amount that may be •Exchange currency (U.S. currency exchanged for different transferred through Telephone Banking or online. We may vary denominations of U.S. currency) these limits without prior notice to you. .. Engage in other transactions and services as available •. For security reasons, we may limit the number or amount of transactions at our terminals or point-of-sale locations, or through In Case of Errors or Questions about Your Electronic our Online Banking, Telephone Banking, or other electronic service.

Transfers
•. We may delay or reject an electronic payment or transfer if we Telephone or write us as soon as you can if you think your suspect that you did not authorize it. statement or receipt is wrong or if you need more information about a transfer listed on the statement or receipt. Refer to the We will not be responsible for any liability or fees you may incur Communication with Us section at the beginning of this Account if we delay or reject your transaction because we receive Agreement for information about how to contact us. transfer instructions that exceed the above limitations that we delay or reject.

We will need all of the following information:
•. Your name Lost or Stolen Card or Unauthorized Transaction •. Your accountnumber Notify us immediately if your Deposit Card, ATM Card, Debit •The date, type, and dollar amount of the transaction or Card, PIN, or other access code has been lost or stolen, or used without your permission. Telephoning is the best way to keep • Your ATM Card or Debit Card number, if applicable your possible losses down. You could lose all the money in •. A description of the problem your account plus your maximum Business Cash Reserve line -A clear explanation of why you think there is an error or why of credit. Refer to the Communication with Us section at the you need more information about the transaction beginning of this Account Agreement for information about how • Upon request, a Written Statement of Unauthorized Debit to contact us.

We must hear from you no later than 30 days after we mailed, Our Liability for Electronic Banking Transactions delivered, or otherwise made available to you the first statement on which the error or problem appeared. If you do not Electronic transfers made from any business account are not subject to the Electronic Fund Transfer Act, Regulation E, or the us within 30 days after the first statement that shows these transactions was mailed, delivered, or otherwise made available error resolution provisions set forth therein. to you. the account balance indicated on vour statement will be conclusively considered correct, and we will have no further Preauthorized Transfers responsibility or liability to vou with respect to such statementand Preauthorized Credits - You can arrange for direct depositsto the electronic transactions reflected therein. If you notify us by your checking or savings accounts). You will not receive a phone or in person, we may require that you send us your separate deposit receipt or notice from us. complaint or question in writing.
40 BUSINESS ACCOUNTS & SERVICES BUSINESS ACCOUNTS & SERVICES Preauthorized Payments - You can arrange to pay certain may also make transfers to or from your accounts at other recurring bills from your checking or savings accounts). domestic financial institutions.

You acknowledge and agree that an ACH Transaction may be Telephone transfers can be made from one account to another posted by the account number, even if the name and account when the caller is an Owner and/or Authorized Signeron both number are not consistent and identify different parties. accounts. If you need to transfer funds to a third-party bank account or between accounts with different signature
Telephone Banking requirements, you may be required to execute the Telephone Telephone Banking Services - Banking Enrollment Form. The form is available on unionbank.

Contact Phone Number: 1-800-238-4486For com or at your local branch.

Hearing Impaired: 1-800-826-7345
Funds transferred may be made available immediately.

Telephone Banking automated services are available 24 hours a day, 7 days a week. For a Bank representative, you can How to cancel transfer requests: Union Bank loan payments or transfers made through Telephone Banking can be cancelled at contact us Monday through Friday, from 7:00 a.m. to 9:00p.m., and Saturday, from 8:00 a.m. to 5:00 p.m. (Pacific Time), any time before the Business Day the transactionis scheduled except for federal holidays. to take place or before midnight (Pacific Time) on the Business Day the transaction is scheduled to take place.

What our automated services allow you to do:

Telephone Banking Limitations: The aggregate dollar amountof .. Receive account information
•. Transferfunds funds transfers by means of our Telephone Banking serviceto accounts you do not own at Union Bank or to other financial •. Place stop payments institutions may not exceed a cumulative total of $5,000 per •. Order checks
Business Day. For security reasons, we may limit the number • Notify us of a change of address or amount of transactions through the service. We also .. Activate your Debit Card may delay or reject a transfer if we suspect that you did not •. Report or replace a lost or stolen ATM Card or Debit Card * Change your card or Telephone Banking PIN
• Inquire about loan balances and obtain payoff information Telephone Banking Help: For services not listed above, you .. Order copies of checks, deposits, and statements may speak to a Bank representative. If you mail us a request or have questions regarding Telephone Banking, contact us at Cutoff time for requests: Telephone Banking transfer requests the address and number listed in the Communication with Us made before midnight (Pacific Time) on a Business Day will section of this Account Agreement.. If you send us a written be processed on the same day. Any transfer requests made request regarding a scheduled Telephone transfer request, it after midnight (Pacific Time) or on a non-Business Day will be must reach us at least 3 Business Days before the transaction processed on the next Business Day.

Access to Telephone Banking may not be available during system maintenance (typically between 2:00 a.m. and 4:00 Your Liability for Unauthorized Electronic Funds a.m., Pacific Time), or due to circumstances beyond our Transfers reasonable control, such as fire, earthquake, flood, water By giving your ATM Card, Debit Card, PIN, or other access code damage, power failure, strike, labor dispute, computer to another person directly or indirectly, you take responsibility for breakdown, rolling blackout, telephone line disruption, all transactions made by that person or by anyone else to whom or natural disaster. We are not responsible for any loss or that person gives the ATM Card, Debit Card, PIN, or other delay you may experience as a result of the unavailability of access code, until you notify us to cancel your card and issue Telephone Banking. you a new card, or cancel your electronic service.

You may use either your account number or an access If your statement shows transfers, withdrawals, purchases, or number (usually the last 8 digits of your ATM Card or Debit other transactions that you did not make, notify us at once. If you Card) followed by your 4 digit PIN to access our automated do not notify us within 30 days after the first statement that services. Access to Telephone Banking is limited to an shows these transactions was mailed, delivered, or otherwise individual and based on his or her PIN. made available to you, the account balance indicated on your statement will be conclusively considered correct, and we will Telephone Transfers - You may request transfers to or from have no further responsibility or liability to you with respect to such statement and the electronic transactions reflected 42 43

BUSINESS ACCOUNTS & SERVICES BUSINESS ACCOUNTS & SERVICES WIRE TRANSFERS Outgoing Wire Transfers
Funds transfers by wire are governed by the Uniform Commercial Cutoff Time for Payment Orders - We have different cutofftimes Code as adopted in the applicable state and are not subject to for processing payment orders. We may treat paymentorders we the Electronic Fund Transfer Act or Regulation E. The following receive after the cutoff time as if received the next Business rules also apply to wire transfers that you send or receive.

General Amending or Cancelling Payment Orders - If you request that Bank Fees - You agree that we may charge fees for sending or we amend or cancel a payment order, we may make a receiving a funds transfer. You acknowledge and agree that we reasonable effort to act on your request; however, we have no may deduct fees from your account or from the amount of the obligation to do so. We are not liable to you if, for any reason, a payment order is not amended or canceled. If we choose to transfer. You further acknowledge and agree that intermediary banks may deduct their fees from the amount of the transfer that process your request, you agree to reimburse us for any they process, whether an outgoing or incoming transfer, and that cost, losses, or damages that we incur in connection with your a portion of such fees may be shared with us. You authorize us and any intermediary banks to deduct such fees, and you further Inconsistent Name and Account Number - If you designate the authorize the Bank to share in those fees with any intermediary beneficiary of a wire transfer by both name and accountnumber, banks. the payment may be made according to the account number even if the name and account number are not consistent and Notice of Wire Transfers - We will notify you of all wire activity to identify different parties.
your account on your periodic account statement. You may choose to make special arrangements with us to receive earlier Sending Funds Outside the United States - If you request that notice of wire transfer activity on your account. U.S. dollars be sent to a foreign country, payment may instead be made in the currency of the foreign country. Funds transfers Identification of Intermediary or Beneficiary's Bank- If your may also be made from your Foreign Currency Demand Account. wire transfer order identifies an intermediary bank or a beneficiary's bank by both name and identifying number, we Required Documentation - Outgoing wire requests may be may rely on the identifying number regardless of whether the made directly to our Wire Services Department, provided thata bank name and identifying number, refer to different entities. properly completed Funds Transfer Authorization and other We may select any intermediary bank, funds transfer system, or requested documentation have been received by us. means of transmittal to send your payment order. We will not be responsible for any liability you may incur as a result of our Your Responsibility Concerning Wire Transfers selection that differs from your instructions.

You agree that you are responsible for monitoring and reviewing Incoming Wire Transfers all activity on your account. We recommend that you inspect your statements on a regular basis to look for improperor Provisional Payment - When we give you credit for a wire unauthorized transactions or any other irregularities, and transfer credit entry, it is provisional until we receive final to ensure that your accounts are being handled in a proper settlement for the entry through a Federal Reserve Bank or otherwise. If we do not receive final settlement, we are entitledto a refund for the amount credited to you, and the person who sent Reporting Errors - You must contact us immediately if you think the credit is considered not to have paid you. there is an error or an unauthorized transaction statement or notice. If your statement includes or discloses an Our Liability Conceming Wire Transfers improper or unauthorized transaction, you must notify us in Wire transfers are not subject to the Electronic Fund Transfer writing, stating relevant facts, within 30 days afterwe mail, Act, Regulation E, or the error resolution provisions set forth deliver, or otherwise make the statement available toyou. If you above in this Account Agreement. However, such transactions do not, we are not responsible for any liability youmay incur as a remain subject to the Uniform Commercial Code and to the result of any loss of interest arising from the unauthorized or remaining provisions of this Account Agreement. We are erroneous funds transfer. In addition, if you do not report an not responsible for any losses arising from or in connection with unauthorized or improper wire transaction within 30 days from wire transfers unless such losses result solely from our the time the statement is mailed, delivered, or made available to negligence or intentional misconduct, or applicable law states you, the account balance indicated on yourstatement will be otherwise. conclusively considered correct, and we willhave no further responsibility or liability to you with respect tosuch statement and the transactions reflected therein.
44 45

BUSINESS ACCOUNTS & SERVICES BUSINESS ACCOUNTS & SERVICES

SAFE DEPOSIT SERVICE
accounts, and Owners are responsible for informing Authorized Certain branches offer safe deposit box services. Your use of Signers and Contracting Officers of the terms of this Account these services is governed by the Safe Deposit Box Renter Agreement.

Agreement. Box size and availability may vary by location. We You agree that we may continue to honor checks issued, and rent safe deposit boxes only to customers who maintain a deposit instructions given to us, by any individual who was authorized to account with us. If you close your only deposit accountwith us, sign on your account at the time these checks or instructions we will ask you to close out your safe deposit box.
were issued, even if these checks are presented to us for Please let us know if you are an active duty servicemember, as payment, or these instructions are to be acted on, after you notify you and your dependents may have additional rights. us that the individual is no longer an Authorized Signer. This means that you must place a stop payment order on thesechecks Safe deposit box contents are not FDIC insured. If you wish to and cancel all instructions issued by that individual thatyou do insure the contents of your safe deposit box, you must obtain the not wish us to act upon. In some cases, we may requireyou to coverage on your own. Union Bank and the FDIC do not act as close an account and to open a new one to prevent transactions insurers of the contents of a safe deposit box. from occurring.

GENERAL BANKING INFORMATION Change of Personal or Business Information Additions or Changes in Account Terms You agree to notify us promptly of any change in the business How we will notify you of changes: We may add to, delete, or name, physical address, mailing address, or email address, or change of the Owners, Contracting Officers, or Authorized change the terms of our Account Agreement with you at any time. If we decide to do this, we may mail, email, or deliver Signers on your account. All changes will become effective after a notice, a statement message, or an amended Account we have had a reasonable opportunity to act upon yournotice Agreement to any of you at the last address (location or email) on file for you, your account, or the service in question. About your address information: You authorize us to obtain About notifying you before changes happen: Unless otherwise address information from the California Department of Motor required by law, we may amend the AccountAgreement Vehicles; as such you waive your rights under California without prior notice (e.g., by posting the information in our Vehicle Code §1808.21 (or equivalent). We may also obtain branches or on our website, or otherwise making it available to address information from the U.S. Postai Service, or any other you). We may give you prior notice if we substitute similar government agency. services or discontinue currently offered services for certain Check Cashing for Non-Customers accounts. We do not have to notify you, of any changes that are beneficial to you (e.g., a reduction orwaiver of any fees or We generally permit the payee of a check you write on your the addition of services) or if the change is required for security account with us to present the check for payment at any of our full-service branches, including our Express Center kiosks. This does not include limited-service facilities, offices that are not How do you consent to a modification to the Account open to both consumers and businesses, or where otherwise Agreement: You consent to an amendment or modification to posted. It also does not apply to checks that require special the Account Agreement if you continue to use your accountafter processing or presentment at a specific location, such as an amendment or modification becomes effective. "payable at" checks. We may charge a fee to a non-Union Bank customer who cashes your check at one of our branches. The Adjustments fee will be charged to the person cashing your check, unless you When adjustments are made: We may make adjustments to make other arrangements with us for paying the check cashing your account whenever a correction or change is required.

Adjustments might occur, for example, if deposits are recorded Check Quality or keyed in the wrong amount or items you deposit are
returned unpaid. You agree to use only checks and deposit slips obtained through us or, if obtained elsewhere, approved by us in advance. If your Authorized Signer/Contracting Officer hecks or deposit slips do not meet our processing standards, c You agree that an Authorized Signer may act alone in conducting we encounter excessive rejects during processing, we may as withdrawal or debit transactions and transfers from your account. you to have your checks reprinted at your expense. After Owners are responsible for the actions of the individuals they attempting to fix the problem with your checks or deposit slips. designate as Authorized Signers or Contracting Officers. on and if the problem persists, we reserve the right to charge your account for extra handling.
46 47

BUSINESS ACCOUNTS & SERVICES BUSINESS ACCOUNTS & SERVICES We will not be responsible for any costs or losses that may result unpaid. Any electronic debits to your account will not be honored, if our equipment is not able to read and process checks you and electronic credits (deposits) will not be posted to your provide or obtain elsewhere without our prior approval. You may account. not use check stock that cannot be photocopied
You are responsible for giving timely notice of changed MICRline Our liability in matters resulting from incorrectly printed checks information to any other parties who may need it. you have obtained through us is limited to the cost of replacing he checks. We are not responsible for any damages you may Checks Payable to a Business or Trust incur as a result of any losses or delayed processing due to All checks payable to a business must be processed by deposit incorrectly printed checks or deposit slips.
to the business account. Checks payable to an individual's name All checks issued or deposited should be written in dark ink in his or her professional capacity (e.g., John Smith, MD, or Jane colors that can be recognized by imaging equipment. We Doe, CPA) must be deposited to a like-named businessaccount. reserve the right to return or charge back any checks vou issue Similarly, checks payable to a trustee of a trust mustbe or deposit it the information on the check cannot be read. Weare deposited to the appropriate trust account if we have actual not responsible for any damages you may incur as a resultof our knowledge of the existence of the trust. returning a check to you due to our inability to process it when Checks drawn on us and payable to a business that is not a the ink color cannot be recognized.

Union Bank customer may, at our discretion of the Bank, only be Several factors influence the image quality of a check, such negotiated in exchange for a cashier's check payable to that as a check's background design, its physical condition, or the exact business name. Prior to negotiation, the business entity ink color used on a check. The image quality of a check is also must have the endorsement guaranteed on that check by its dependent upon the imaging capabilities of any bank that financial institution. We may charge a fee for this service, which participates in the clearing of a check. In rare instances, checks may be deducted from the proceeds of the check. may not be available or legible for viewing purposes. In such Checks Sent for Collection
cases, please contact us for assistance.

You may ask us to send a check or item on a collection basis Check Signature Verification for you to another bank. Also, for certain checks that you may How we verify checks: We may process certain checks deposit, we may not use normal check-clearing procedures. mechanically, based on the information encoded on the checks. These checks include previously dishonored checks, checks with restrictive endorsements, or those drawn in a foreign About visually identifying checks: We may not visually examine currency or on a foreign bank. In these cases, we may send the each of your checks to determine if they are properly completed check to the financial institution on which it is drawn for and endorsed, and we assume no duty to identifyand/or return collection or return it to you. If we receive payment for the duplicate checks, checks with duplicate serial numbers, check, we will credit your account with the amount received on misencoded checks, or checks lacking an encoded serial the date we receive payment, less any applicable fees. number. Although we may examine checks from time to time. reasonable commercial standards do not require us to visually Both Union Bank and the other financial institution may chargea fee for this service, which may be taken directly from your account or from the proceeds of the item. Some banks require Checks and Deposit Slips- Changes to Banking the fee to accompany the collection request and will return the Information collection item without taking any action if the fee is not included We will charge your account for the payor bank's fee, unless we There may be occasions when the banking information printedin otherwise agree. Our fee and any payor bank fee apply even if the MICR line of your checks and deposit slips will change. the collection is returned unpaid If any MICR line information changes, we will notify you 90 days before the change becomes effective. During this 90-day When a check you issued is sent to us for collection, we may period, you should obtain new deposit slips and checks with the charge the presenting bank a fee. If we pay the collection, we updated information printed on the documents. Failure to do so may pay the presenting bank the amount of the check, less the may result in delays in processing transactions on your account. amount of our fee. The fee we charge the presenting bank is ir addition to other fees we charge for handling collections Vinety days after we notify you of new MICR line information. ve will discontinue processing your checks and deposits that Checks with Special Instructions contain old MICR line information. This means that checks with Although we are not obligated to, we may pay or accept checks oid MICR line information that are presented for paymentmore and other items that include special restrictions or notations than 90 days after the date of our notice will be returned 48 49

BUSINESS ACCOUNTS & SERVICES BUSINESS ACCOUNTS & SERVICES (e.g., "Void after 6 months," "2 Signatures Required," "Void over How we may contact you: By mail, courier, or telephone- $50, "Payment in Full," and the like), whether on the front or whether cellular (mobile) phone or landline-or electronicallyby back, in any form or format. If you cash or deposit an item or email or text, or through our Online Banking service. You rite a check with such a notation, you agree that it applies onl expressly consent to the use of prerecorded messages, artificia etween you and the payee or maker. The notation will have n voices, and/or autodialed calls when we contact youby effect on us, and you agree to accept responsibility for payment telephone. of the item.

What we may contact you about. You agree that we may
Claim of Loss communicate with you about any aspect of your banking See the Reviewing Statements subsection of the Account relationship with us, including, without limitation, debts o Statements section of this Account Agreement.: other obligations that may arise from time to time under this Account Agreement.

Closing an Account
What we may send to you: You agree that we may send any We may close your account, stop providing service to you, or notice, record, or other information about your account, such terminate our contract for any reason unless the specific as account disclosures, change-in-terms notices, privacy terms of your account or service state otherwise. We may close disclosures, Fee Schedules, or transaction notices and alerts your account if you have a zero or negative account balance for to any of you at the last address on file for your account more than 45 days. Your account may also be closed for separateiy or with any periodic statement. insufficient funds, overdrafts, or other unsatisfactory account activity. A report may be made to a consumer reporting agency Where we send statements and notices: Statements and notices in such cases. If we close your account, we will send any are normaily sent to the last address (or email address) listed remaining funds in your account to your last address as shown with us for your account or service. on our records. If there is more than one Authorized Signer on When we consider a communication received: Information or your account, we may take instructions from any oneAuthorized Signer to close the account. notices sent to any account Owner or Authorized Signer shall be deemed sent to and received by all account Owners and You may close your account at any time if the account is in good Authorized Signers. standing (e.g., does not have a negative balance or any If you do not receive your statement: Please notify us promptly restrictions). If you decide to close your account, your account if you do not receive your statement by the date you normally may be subject to prorated service charges for the partial period would expect to receive it. of service between the last statement period and
the date of account closure. These fees include the monthly What happens if we hold a statement: If we hold a statementor maintenance fees and any monthly discounts or additional notice because you fail to provide us with a current address service charges. Specific services and per-ltem charges will be (and it is returned), it will be considered delivered to you when mailed or made available to you in some other way (e.g., at a website or email address if you have agreed to electronic If you or we decide to close your account and you have recurring communications). At our discretion, we may destroy mail that is payments deposited directly to or withdrawn from your account, returned to us or determined to be undeliverable.
notify the company or government agency making the payments or transfers that your account will be closed. If you do not notify Compliance with Applicable Law us of your intention to close your account, a preautharized electronic transfer could be posted to the account. After your You agree not to violate the laws of the United States, including, account is closed, we will retum anypayments or transfers we without limitation, the economic sanctions administered by the receive. items presented for payment after account closure may U.S. Treasury's Office of Foreign Assets Control. You may not be returned with the notation "Account Closed." We are not use your account or any account-related service to process responsible for any liability you may incur as a result of a that wou internet ambing te avactions orconduct any activis, dishonored Debit presented for payment.

Communicating with You If we are uncertain regarding the legality of any transactior we may refuse the transaction or freeze the amount ir
By opening or maintaining an account with us, you give Union question while we investigate the matter.

Bank and our authorized representatives your express consent to contact you in the following ways and for the foilowing reasons. 50 BUSINESS ACCOUNTS & SERVICES BUSINESS ACCOUNTS & SERVICES Conflicting Claims to Account Ownership or informing other Owners, Contracting Officers, or Authorized Control Signers of our right to obtain credit information about them.

What types of disputes or problems can affect an account: Transaction Information Requirements - When you conducta ». if there is any uncertainty about the ownership of an account transaction with us, we may require you to identify yourselfby or its funds, or there are conflicting demands over its various means, which may include using your ATM Card or ownership or control Debit Card and PIN, or answering security questions. •. If we are unable to determine any person's authority to give In order to conduct certain financial transactions, we are us instructions
• If there is suspected financial abuse of an elderly or required to obtain certain information about the individual dependent aduit, and Adult Protective Services or any conducting the transaction, as well as about the individual or similar state or local agency requests us to freeze the organization for whom the transaction is being conducted. The information includes the full name, permanent address.
account or reject a transaction
•. If we believe a transaction may be fraudulent or may violate Social Security number and/or Employer Identification Number. driver's license or passport, or occupation or profession of any law
the individual conducting the transaction. We also require the What we may do at our sole discretion: account Owner's full name; permanent street address; Social

1. We may freeze the account and refuse transactions until we Security number and/or Employer Identification Number; and receive written proof in a form and substance satisfactory to business, occupation, or profession. If this information is not us of each person's right and authority over the accountand provided, we are required to refuse to handle the transaction.

Requests Not Made in Person - We will accept your transaction

2. We may refuse transactions and return checks, marked requests or instructions not made in person only ifwe can "Refer to Maker," or similar language. reasonably ensure your identity. We may use passwords or

3. We may require the signatures of all Owners), Contracting PINs, contact you by telephone, or use other means to Officers), or Authorized Signer(s) when they withdraw authenticate your identity and validate your request. Unless any funds, close an account, or make any change in the you have made special arrangements with us, we have no account— regardless of the number of Authorized Signers obligation to act upon instructions you give us by phone, fax, text message, email, or voicemail.

4. We may pay the funds into an appropriate court and
request instructions from the court at your expense Death or Incompetence regarding the account or transaction.

Notify us immediately if any Owner, Contracting Officer, or

5. We may continue to honor checks and other instructions Authorized Signer on your account dies or is declared
given to us by persons who, based on our records, appear incompetent by a court. Until you or a court gives us written as Owners), Contracting Officers), or Authorized Signers). notice of such death or incompetence, we may continue to honor Although we have the right to proceed in the ways outlined checks, Debits, and instructions as though all Owners, above, understand that this does not impose an obligation onus Contracting Officers, or Authorized Signers are alive and to act on these rights or to deny a transaction. competent. We may also freeze, refuse, and/or reverse deposits and transactions if we become aware of the death or
Credit Verification incompetence of an Owner, Contracting Officer, or Authorized You agree that we may obtain information, including credit Signer. information, from consumer reporting agencies or other Demand Drafts (commonly referred to as remotely created checks) companies when you request to open an account with us, agree - If you provide your account number to a third party in order to to be a signer on an account, or obtain any other servicefrom us. charge your account by means of 1 or more remotely created in order to verify your previous banking relationships and as a checks or demand drafts (e.g., checks that do not basis for account qualification. We may do so at the time you bear the maker's signature but purport to be drawn with the open the account, at any time while your account is open, or after maker's authorization), you authorize us to pay such demand your account is closed if you owe us any amounts related to your drafts, even though they do not contain your signature and may exceed the amount you authorized to be charged. This provision We may also ask for credit information on any Owner, Contracting shall not obligate us to honor such demand drafts. We may Officer, or Authorized Signer on your account, including any refuse to honor such demand drafts without cause or prior principal or officer of your business. The Owners)or Contracting notice, even if we have honored similar demand drafts inthe Officers) of your business is/are responsible for
52 53

BUSINESS ACCOUNTS & SERVICES BUSINESS ACCOUNTS & SERVICES You may not deposit remotely created checks or demand drafts If you deposit a check containing a retired (no longer in use) bank to an account with us without our prior written consent. Upon our routing number or account number, you will not receivecredit for request, you agree to provide us with evidence of your the check and it will be returned to you unpaid. Youmust contact authorization to create and/or deposit such demand drafts. the maker of the check to obtain a replacement check bearing You also agree to indemnify, defend, and hold us harmless from the new routing or account number. all losses, expenses, costs (including attorney's fees), claims, and liabilities related to or arising from such demanddrafts, We act only as your collection agent when receiving itemsfor including, without limitation, claims that they were not deposit or encashment. We reserve the right to refuse for authorized by the persons on whose accounts the demand deposit, or reverse the credit for, any item that, in our sole drafts were drawn. discretion, is determined to be unacceptable for forward collection either at the time of deposit or upon subsequent Deposit Insurance review. We may charge your account for cashed items should Union Bank accounts are insured to the regulatory limits by the they become lost, mutilated, or destroyed during processing Federal Deposit Insurance Corporation (FDIC). Any deposits through no fault of Union Bank. Whether or not we reverse a (including time deposits) that you maintain in the same capacity credit, you agree to assist us in collecting the amount of any lost directly with Union Bank or through an intermediary (such as with items by providing us with information and other assistance as we request.
us or another broker) will be aggregated with deposits
in your Deposit Accounts at Union Bank for purposes of the Merchant Card Transactions - In order to conduct merchant card maximum applicable FDIC deposit insurance amount. When we give you information about products we offer that are not FDIC transactions, you must enter into a separate agreement with a insured, you will be clearly informed of that fact before youmake a merchant services provider ("Provider"). When you initiate a card transaction, the Provider will perform front-end authorization. If purchase decision. You are responsible for monitoring the total amount of deposits that you have with Union Bank approved, the transaction will be transmitted to the Provider for processing. We are not responsible for the actor omissions of in order to determine the extent of FDIC deposit insurance the Provider. coverage available to you.

If you'd like more detailed information about FDIC Insurance: Service Center and Cash Vault Deposits - You must prepare your deposit in accordance with our Deposit Delivery Handbook WRITE: FDIC ("Handbook"). Should you fail to do so, you are responsible for 550 17th Street, N.W. any additional preparation time required for us to transform your Washington, D.C. 20429 deposit into the Handbook format. This may result in additional fees, including fees for rejected pre-encoded items.

CALL: 1-877-275-3342
If you submit an item for deposit that cannot be readily image TDD: 1-800-925-4618 captured, you agree to indemnify us against any and all liability FDIC hours of operation: that may arise from doing so.

Monday - Friday, 8:00 a.m. - 8:00 p.m. (Eastern Time)
Saturday - Sunday, 9:00 a.m. - 5:00 p.m. (Eastern Time) Contaminated or Mutilated Deposits - You agree not to deposit contaminated or mutilated items or currency.

VISIT: www.fdic.gov or www.fdic.gov/EDIE
Lost Deposits - We will not be responsible for lost or missing Deposits deposits if you do not comply with the Handbook. You agree to All deposits made to your account are subject to final verification, use your best efforts to provide such copies, images, or MICR information of the items lost in transit as may be available to you.

Additionaily, you agree to provide us copies of tapes or cash letter detail.
for deposit.

Rejected Items - Fees may apply for presented checks and/or If your deposit contains both checks and coin or currency, your deposit slips rejected from machine processing for any of the deposit will receive ledger credit on the next Business Day. We following reasons:
may place a hold on checks you deposit. You will be notified if a •. Non-standard MICR hold is placed. During the hold period, these funds may not be .. Obsolete account number or routing number withdrawn or used to pay checks or any other transactions on • Excessive rejects due to poor-quality printing. "Excessive" your account. Checks deposited at one of our cash vaults will be means the greater of a) 3 presented checks and/or deposit slips forwarded for processing and will receive ledger credit the next rejected in processing in a statement period; or b) the Business Day. percentage indicated under the Basic Account Services 54 BUSINESS ACCOUNTS & SERVICES

BUSINESS ACCOUNTS & SERVICES
section in the applicable Fee Schedule of the total of all such during transportation. You agree to immediately notify us ifany items processed in that cycle. Materials are believed to be lost, missing, or misdirected. If you think there are missing or erroneous entries shown on Additional charges will apply for depositing pre-encoded checks your statement, you must tell us within 14 days of discoveryor that are rejected for poor MICR quality and/or encoding. 14 days after we mail, deliver, or otherwise make the Clients who have a monthly reject rate for deposited itemsin statement available to you, whichever is earlier. If you do not, excess of the published percentage under the Check we may refuse to reimburse you for any claimed losses or Processing Services section of the applicable Fee Schedule discrepancies. In addition, if you do not report an error or will be charged for each item exceeding the allowed published unauthorized transaction within 6 months after we mail, deliver, or percentage. Individual deposits exceeding the published otherwise make the statement available to you, the account percentage reject rate may be held over to the next Business Day balance indicated on your statement will be considered correct.

Your obligation to discover and report such Materials applies We reserve the right to place any clients who exhibit excessive whether or not we have acknowledged receipt of a container deposit rejects, either over 25% in one day or over the published purported to contain the Materials. percentage for 5 consecutive Business Days, on a daily reject We shall not be held liable for any additional fees charged in report to assist in resoiving the MICR quality problem. If we doso, excess of the fees originally quoted for the Carrier/Courier we may have to delay processing your deposits. There is a fee for service. These may include, but are not limited to, rate increases each reject report we send you. and fees associated with excess weight, special deliveries, and Transportation - You and we agree that upon instructions from additional bags. Any agreement by the Bank to pay for services either of us, an armored carrier or courier service ("Carrier/ performed by the Carrier/Courier may be terminated at any time Courier") will pick up and/or deliver coin and currency, checks, by us upon notice to you.

Bank documents, other media (e.g., computer reports, computer Endorsements
tapes, etc.), or valuables (collectively "Materials")
for the purpose of delivering the same to you or us, or as we Each deposited check should be endorsed on the back of the otherwise agree. You agree that you will use only armored check in the designated endorsement area. If the endorsementor carriers to transport cash or other Materials of intrinsic value. any marking is made outside of the specified area, we are not You further agree that your deposits delivered to usby the liable for any processing delay or loss that may resuit.

Carrier/Courier will be packaged in accordance with
procedures set forth in the Handbook. We may require that all endorsers be present to authenticate the endorsement, including those who may have endorsed theitem Negotiable Materials must be packaged and delivered tous to you and, for anyone who is not a signer on the account, to in self-sealing and tamper-evident containers or bags. have their endorsement guaranteed by that person's bank. We Suitable containers meeting our specifications are available by also may refuse to accept the check for deposit. contacting us. If you do not obtain containers from us, you must All payees should endorse checks that are jointly payable to the submit sample containers for approval. We reserve the right to refuse containers that do not meet our specifications or that Owners of the account. However, we are also authorized to appear to have been tampered with. cash or accept for deposit to the account:
*. Checks payable to all Owners but endorsed by only one The Carrier/Courier is an independent contractor. However, ifthe ••Checks payable to one or more Owners but endorsed by
Carrier/Courier is deemed to be an agent, you and we agree that another of the Owners the Carrier/Courier is your agent and not ours, even though we • Checks payable to one or more Owners without endorsement, may pay for the cost of such services. The provisions set forth in in which case we are authorized to provide the endorsement for this section are exclusively between you and us, and the Owners) are separate from your agreement with the Carrier/Courier.

English as the Primary Account Language
We will not be responsible for any liability you may incur as a result of transportation of Materials by the Carrier/Courier to us How this affects our communications with you: English is the or any other destination you specify, until we acknowledge controlling language of this Account Agreement. If there is any receipt in writing of the Materials. If we deliver Materials to the Carrier/Courier, we shall not have any liability upon delivery of such Materials to the Carrier/Courier. Without limiting the foregoing, the transportation of Materials is at your own risk and shall impose no liability on us, including, but not limited to, any liability arising out of their loss, theft, or destruction 56 57

BUSINESS ACCOUNTS & SERVICES BUSINESS ACCOUNTS & SERVICES How this affects the way you communicate with us: All written this hour or on a day that is not considered a Business Day, we instructions that you give us (e.g., on a check) must be in will consider that the deposit was made on the next Business Day English. We may decline to process any instruction written in a we are open. language other than English, whether issued by you or another person. This funds availability policy also does not apply to checks deposited other than at a staffed facility at the Bank, an Express Facsimile Signatures Center kiosk, an ATM, a night depository, a lockbox, or by mail.

You agree not to use facsimile signatures on checks unless you This funds availability policy does not appiy to checks drawn on provide us with representative samples and we approve their banks located outside the United States or to checks drawn in use.
foreign currency.

We may refuse to accept or may pay items bearing facsimile Longer Delays May Apply - In some cases, we will not make all signatures at our discretion. of the funds that you deposit by check available to you on the 1st What you're responsible for: Business Day after the day of your deposit. Depending on the •. You agree to assume full responsibility for any and all type of check that you deposit, funds may not be availableuntil the 2nd Business Day after the day of your deposit. Thefirst payments made by us when we rely on signatures that $200 of your deposit, however, will be available on the 1st resemble the actual or facsimile signature(s) you provided Business Day. (without regard to variation in color or size) in connection with your accounts or services. if we are not going to make all of the funds from your deposit -You authorize us to pay any check that appears to bear your available on the 1st Business Day, we will notify you at the time authorized facsimile signature, including, but not limited to, you make your deposit. We will also tell you when the funds will items created by you that display a computer-generated be available. If your deposit is not made directly to one of our signature (regardless of whether you provided us with a employees, or if we decide to take this action after you have left representative sample without further inquiry. the premises, we will mail you the notice by the Business Day •. You agree to indemnify, defend, and hold us harmless from any after we receive your deposit. If you will need the funds from and all actions, claims, losses, damages, liabilities, costs, and a deposit right away, you should ask us when the funds will be expenses (including attorneys' fees) arising directly or indirectly from the misuse or the unlawful or unauthorized use or copying of facsimile signatures (whether affixed manually, by stamp, In addition, some or all of the funds you deposit by check may mechanically, electronically, or otherwise). be delayed for a longer period under the following circumstances:

Funds Availability -- We believe a check you deposit will not be paid.

Your Ability to Withdraw Funds - Our policy is to make fundsfrom •. You deposit checks totaling more than $5,000 on any one your cash and check deposits available to you on the 1st Business Day after the Business Day we receive your deposit. • You redeposit a check that has been returned unpaid.

Electronic direct deposits will be available on the day we receive •. You have overdrawn your account repeatedly in the last 6 the deposit. Once they are available, you can withdraw the funds months. in cash, and we will use the funds to pay checks that youhave • There is an emergency, such as failure of computer or written. Please keep in mind, however, that after we makefunds communications equipment. available to you and you have withdrawn the funds, you are still responsible for checks including remote and mobile checks you Ve will notify you if we delay your ability to withdraw funds forar f these reasons, and we will tell you when the funds will b deposit that are returned to us unpaid, and for anyother problems involving your deposit. available. They will generally be available no later than the 7th Business Day after the day of your deposit.

For determining the availability of your deposits, every day is a Business Day except Saturdays, Sundays, and federal holidays. Special Rules for New Accounts - If you are a new customer, the following special rules will apply during the first 30 days your If you make a deposit before the close of business on a. account is open.

Business Day that we are open, or otherwise state as our Business Day, we will consider that day to be the day of your Funds from electronic direct deposits to your account willbe available on the day we receive the deposit. Funds from deposit. If you make a deposit on a Business Day at one of our deposits of cash, wire transfers, and the first $5,000 of a day's TMs before 9:00 p.m. Pacific Time, we will consider that day to e the day of your deposit. However, if you make a deposit afte total deposits of cashier's, certified and teller's checks, and federal, state and local government checks will be available on 58 59

BUSINESS ACCOUNTS & SERVICES BUSINESS ACCOUNTS & SERVICES the 1st Business Day after the day of your deposit if the deposit •. A deposit or withdrawal performed by you to or from the meets certain conditions. account. This does not include Bank-initiated transactions, For example, the checks must be payable to you. The excess such as service charges, interest payments, or automated over $5,000 will be available on the 7th Business Day after the • Correspondence electronically or in writing concerning the day of your deposit. If your deposit of these checks (other than a U.S. Treasury check) is not made in person to one of our •. A signed letter from you relating to the account's disposition. employees, the first $5,000 will not be available until the 2nd *An indication from you of your interest in the account, such as Business Day after the day of your deposit. Funds from all other contacting us to state your intention to maintain the account, or check deposits will be available on the 7th Business Day after another record on file with us.
the day of your deposit.

The inactive period begins on the date of the last transaction, Remote and Mobile Check Deposits - Check deposits made last positive contact with us, or first maturity of a time deposit, using a mobile device or check scanning equipment will whichever is latest. We may refuse to post any transactions to generaily be available for withdrawal the Business Day after an inactive account unless we can confirm that you initiated the your deposit. However, in some cases, we may delay funds transaction. All inactive interest-earning accounts continueto availability up to the 2nd Business Day after your deposit. We eam interest, except for time deposit accounts that do not will notify you electronically by email if we delay availability automatically renew. Service charges for inactive accounts of your deposit. Funds availability rules set forth in Federal are the same as those for active accounts. Charges are not Reserve Regulation CC do not apply to checks deposited using reimbursed for inactive accounts that are later reclassified as Mobile Check Deposit. See also your Online Banking Service active. Also, we may change the delivery of account statements Agreement for more information. for inactive accounts.

We may, at our sole discretion, also hold funds you deposit for You may receive a written notice that your funds may be any reason necessary that we believe would limit your and/orour surrendered to a state govemment due to inactivity. The losses.
requirement to send a notice is based on the account balance Each check deposited through a mobile device will count asone and whether we have a valid address on file. The timing of the Combined Transaction. notice and minimum account balance for the notice vary by state.

Governing Law We will surrender the funds in your inactive account to the state of your last-known address we have on file if the account To the extent this Account Agreement is subject to the laws of remains inactive for the time period designated by that state. any state, it will be subject to the law of the state where your Accounts with a foreign address on file will be surrendered to the account is maintained, without regard to its conflict of laws state of California. Once the account is turned over to thestate, principles. Your accounts and services also will be subject you may reclaim the funds by presenting adequate proof of to applicable clearinghouse, Federal Reserve Bank, funds ownership to the appropnate state. transfer system, image exchange, and correspondent bank rules ("Rules"). You agree that we do not have to notify you of Income Tax Reporting a change in the Rules, except to the extent required by law. If For certain types of account ownership, we are required by law there is any inconsistency between the terms of this Account to report to the Internal Revenue Service (IRS) interest paid or Agreement and the Rules, the terms of this Account Agreement shall supersede the Rules, unless prohibited by the Rules. other payments made to you. For interest-eaming accounts in which interest is paid on a cycle of one year or less, we report interest in the calendar year in which the interest is paid. For Inactive Accounts and Unclaimed Property time deposit accounts issued for a term of more than one year Accounts become inactive when there has been no transactio for which interest is paid on a cycle of greater than one year, we or positive contact with us for a certain period of time, as follows report interest annually for interest accrued in the current • 12 consecutive months for transaction (demand deposit) calendar year. A tax-reporting notice will be sent to you for accounts interest-eaming accounts if the interest earned is $10 or more. .. 18 consecutive months for savings accounts
••24 months after the first maturity date or date of last customer International Transactions contact for time deposit accounts Union Bank offers foreign exchange services, including basic spot purchases, hedging instruments, wire payment services, Positive contact will prevent an account from becoming inactive. Foreign Currency Demand Accounts (FCDAs), and Foreign Types of positive contact include: Currency Time Deposits (FCTDs). 60 61

BUSINESS ACCOUNTS & SERVICES BUSINESS ACCOUNTS & SERVICES Transactions processed in foreign currency denominations are Express Center kiosk. We may require reasonable advance subject to daily changes in exchange rate. When we convert a notice for large cash withdrawals. You agree that we are not transaction, we may determine in our sole discretion the responsible for providing for your security in such transactions, currency exchange rate and then assign that currency exchange and that we may require that you make advance arrangements rate to your transaction, without notice to you. Youagree to this with a licensed armored carrier for such withdrawals. Cash procedure and accept our determination of the currency withdrawals greater than $50,000 will generally not be exchange rate. accommodated at a branch.

We may consider many factors in setting our currency exchange Legal Process rates. Some of these factors are exchange rates setby others We may comply with any writ of attachment, execution, or not responsible for any liability you may incur if our currency garnishment, tax levy, restraining order, subpoena, warrant, or exchange rates are different from rates 1) offered or reported by other legal process that we believe correctly or otherwise to be third parties; 2) offered by us at a different time, valid. To the extent legally permissible, we may notify you of at a different location, or for a different transaction amount; or such process by telephone, electronicaily, or in writing. If we are 2) that involve different payment media such as bank notes, not fully reimbursed for our record research, photocopying, and checks, and wire transfers. You acknowledge that: handling costs by the party that served the process, we may charge such costs to your account, in addition to our minimum •. Our currency exchange rates for retail and commercial legal process fee. You agree to reimburse us for any cost or transactions, and for transactions conducted after our regular expense, including attorneys' fees, that we incur in respondingto business hours or on weekends, are different (and usually less legal process related to your accounts.
favorable to you) from the exchange rates for large interbank transactions conducted during a Business Day (the rates We may not pay interest on any funds we hold or set aside in reported in The Wall Street Journal or elsewhere are usually for response to legal process. You agree that we may honor legal large interbank transactions); process that is served personally or by mail, email, or facsimile •. Currency exchange rates offered by other dealers or shown at transmission at any of our branches (including locations other other sources (including online sources) may be different from than where the funds, records, or property sought are held, our rates; and even if the law requires personal delivery at the branch where - Currency exchange rates can be highly volatile and may your account or records are maintained. You acknowledgethat change frequently during a day. accounts opened with trust or fiduciary designations (e.g., "XYZ, Inc.- Client Trust Account") may be subject tolevies and You assume all risks relating to or arising from fluctuations in the other legal process against your property unless our records exchange rates between currencies.
clearly reflect the existence of an express written trust or court If for any reason the transfer is returned, you agree to acceptthe refund in United States dollars in the amount of the foreign currency credit, based on the current buying rate of the bank Limitation of Liability; Indemnity converting the currency to United States dollars on the date Except as otherwise stated in this Account Agreement or as of refund, less any charges and expenses we incurred and our required by law, we will be liable to you only for damages arising commission for making the exchange. directly from our negligent acts or omissions and/or, our Additionally, foreign transactions are often subject to fees assessed by foreign banks and their correspondent banks, and We will not be responsible for any loss, delay, cost, or liability they may be processed and returned based on local laws and that arises, indirect, or punitive, in whole or in part, from a) your practices. We have no control over those conditions, and you actions or omissions, or those of third parties, that are not within authorize us to process any resulting charges or credits to your our immediate and reasonable control; b) your negligence or breach of any agreement with us; c) any, inaccuracy, or omission in any instruction or information provided to us; d)any error, For further information on specific foreign exchange services, failure, or delay in the transmission, processing, or delivery of including additionai risks, restrictions, and other requirements, data, records, or Items due to a breakdown in any computer or please contact the Investment Banking & Markets Foreign communications facility; e) accidents, strikes, or labor disputes; Exchange Department at 1-213-236-6943.
civil unrest; terrorist attacks; fire; flood; water damage (e.g., from Large Cash Withdrawals fire suppression systems); or acts of God; f) causes beyond our reasonable control; g) the application of For security purposes, we have the right to limit the amountof any government or funds transfer system rule, guideline, policy, cash we will provide on demand at a branch, including an or regulation; h) the lack of available funds in your account 62 63

BUSINESS ACCOUNTS & SERVICES BUSINESS ACCOUNTS & SERVICES to complete a transaction; or i) our inability to confirm to our •Accounts Held by Formal Trusts - The account is held by a satisfaction the authority of any person to act on your behalf, trust (other than a "business trust") whose written terms except to the extent that any loss, delay, cost or liability arises require more than a single signature for withdrawals. from our negligent acts or omissions and/or intentional •. Other Signature Requirements by Special Arrangement misconduct. Only - As agreed upon by the Bank and you.
ignature requirements for accounts opened before April 1 We will not be liable under any circumstances for any special, 2005, remain unchange consequential, indirect, or punitive damages that you incur in connection with your accounts), even if we are aware of the Night Depository Service possibility for such damages, unless specifically imposed by a statute that cannot be waived by the parties You acknowledge This service is available at most of our branches and allows you that our fees have been established. in contemplation of a) these to make deposits to your account using the night depository limitations on our liability, and b) your agreement to review facility (the "Facility"). statements and notices promptly and to notify us immediately of Making Deposits - Each deposit into the Facility shall include any discrepancies or problems. only cash or items intended for deposit to one or more of your You will indemnify us against and hold us harmless from any and accounts with us. The deposit shall be contained, in accordance with our instructions, in a self-sealing plastic pouch all liabilities, claims, costs, expenses, and damages of any nature (including reasonable attorney's fees) arising out ofor ("Pouch") supplied or approved in advance by us. The Pouch relating to disputes or legal actions by parties other than youand shall include an itemized list of the cash and other items in it. us concerning your accounts and services. The obligations You shall retain a copy for your records and will use your best contained in the preceding sentence will continue after your efforts to verify that each Pouch reaches the vault portion of account or service is terminated. This section does not apply to any cost or damage incurred by a third party that is attributableto Processing Deposits - Deposits made before the Facility's our gross negligence or intentional misconduct and forwhich we cutoff time will receive same-day credit. Deposits made atthe are legally responsible. Facility after the cutoff hour may not be collected and processed until the beginning of the next Business Day.

Limitation on Time to Bring Action
Unless otherwise required by law, an action or proceeding byyou Only the cash deposit in a Pouch will be transported to one of to enforce an obligation, duty, or right arising under this Account our centralized cash vaults for counting. Deposits containing both cash and items in the same Pouch may be processed at Agreement or by law with respect to your account or any account service must be commenced within the applicable statute of the branch where the Facility is located. Disputes of any cash limitations for the action or proceeding. adjustments must be submitted in writing, to your branch of account, within 10 days following receipt of any cash Multiple Signatures
It is not our general policy to offer accounts on which 2 or Equipment and Procedures - You agree to use the Facility only more signatures are required to conduct transactions. This with keys supplied by us and to notify us immediately if you lose means that you agree that an Authorized Signer, acting alone, any key to the Facility or should a key become unusable for any may sign checks, withdraw or transfer funds, give us reason. You agree not to duplicate any keys and to take all instructions regarding the account, close the account, or reasonable precautions to prevent unauthorized persons from establish additional accounts in the same name or namesthat tampering with a Pouch. If you observe any Facility equipment are subject to the same signature requirements. If you that is missing, defective, damaged, or inoperable, notify us indicate on your signature card, on another account document, or elsewhere that more than one signature is required for a transaction, this indication is for your own internal procedures Depositor Agreement - We may withdraw the Facility from use al and controls, but it is not binding on us unless we have expressly any time in cases of emergency or the need to make repairs, Exceptions - We generally offer accounts on which more than one signature is required for transactions only under the following circumstances:
•- Legal Orders - The account is subject to a legal order, which expressly requires more than one signature for withdrawals. * Legal Requirements- The account is one required by law to be held by 2 or more persons who must act together to
exercise their legal authority over the funds in the account. 64 65

BUSINESS ACCOUNTS & SERVICES BUSINESS ACCOUNTS & SERVICES Notice Pricing Regions
Any notice you are required to give us by law or by this Account Interest rates, fees, and charges for accounts and services may Agreement, or other order or instruction you may give us, mustbe vary based on where your branch is located or how you open in writing and mailed or delivered to us at your branch of account your account. Rates and fees may vary from state to state or or any address we specify, unless prescribed otherwisein this within a state.

Account Agreement. You agree that we shall be allowed a reasonable period of time to act upon any such notice, order, Processing Cutoff Hour or instruction. If we receive a Debit for payment on a Saturday, Sunday, or federal holiday; after close of business on a Business Day we are Online Services
open; or as otherwise posted, we may consider it received on the Our Online Banking service allows you to access your accounts next Business Day. Time refers to Pacific Time. and. conduct banking via the Internet. The service allows you to check balances, transfer funds, pay bills, view statements Our processing cutoff hour with respect to any knowledge, notice, and check images, receive account notifications, and more. Some stop payment, or legal process received by us involving a check, services may also be available through a wireless device. Use of is 1 hour after the opening of the Business Dayfollowing the the Online Banking service is governed by one or moreseparate Business Day on which we receive the check. Thecutoff hour agreements for online services, which supplement this with respect to setoffs exercised by us is midnight of the Business Day following the Business Day we receive a check, or such later time by which we must return the check. The cutoff Opening Additional Accounts hour determines our obligation under applicable lawto pay or return certain checks that have been received (but not finally We may, at our option, open additional accounts upon your paid by us on the previous Business Day.
telephone, written, or online instructions. These accounts mustbe in the same title as previously established accounts you maintain. Purchase of Monetary Instruments Presentment of Debits Cashier's checks or money orders (monetary instruments) sold We may charge your account on the day a check or other by us may be purchased only with a check drawn on or a debit to a Union Bank transaction account. We may refuse to
transaction is presented or returned to us, whether by physical permit a purchase with cash. In other words, cash must first be delivery or electronically. We may charge your account or place deposited into a Union Bank transaction account to purchase a a hold on funds at an earlier time if we receive an electronic or monetary instrument. Customers with nontransactional deposit other notice that such Debit has been submitted for payment, accounts, such as time deposits or IRAs, should speak to a Bank collection or return at another financial institution, or if a business officer for special processing of their transaction.
notifies us that it is processing a Debit against your account (e.g.; a point-of-sale purchase using a Debit Card). Record Search We may determine your account balance for the purpose of deciding to dishonor a Debit for insufficient funds at any time Copies of checks, statements, or other Bank records are between the time we receive the Debit or notice of it and the time available upon request for up to 7 years after the statement we must return it unpaid. We are not obligated to make this date. We may charge you a research fee in addition to a copy determination more than once. fee. If we cannot provide you with a copy of a check and you lose money as a result, we may cover the loss up to the We may charge your account when a copy of a check or other amount of the check. However, we will not be liable for any item drawn against your account is presented to us for payment consequential damages. by another financial institution in place of the original, whetheror not the original check is lost, mutilated, destroyed, or otherwise Release of Information to Third Parties unavailable. You agree that we shall have no liability to you for When periodic statements are combined, whether or not at your paying such a copy, unless you are able to show to our
request, you agree that copies of these statements, which satisfaction that a) you did not issue or otherwise authorizethe original, or the terms of the copy we paid are materially different include information on other accounts and services, may be rovided to any Owner, Contracting Officer, Authorized Signe from the terms of the original: and b) you received nobenefit from r other person authorized by any of them the payment of the copy. Claims arising from the payment of a copy are subject to the provisions of the Claim
of Loss section of this Account Agreement. See the Reviewing Statements subsection of the Account Statements section of this Account Agreement.
66 BUSINESS ACCOUNTS & SERVCES

BUSINESS ACCOUNTS & SERVICES
provided us and your account files and credit history, as well asinformation concerning your creditworthiness, may be updatedand shared with others within the Bank from time to time for consideration of other products and services.

We may report information about your account to credit bureaus or other consumer reporting agencies. Late payments, missed payments, overdrafts, or other defaults on your accountmay be reflected in the records of such agencies. We may also disclose information about your account to an accountverification service in addition to a credit reporting agency if we close your account due to unsatisfactory handling, fraud, attempted fraud, or criminal activity. Under these circumstances, the information disclosed may include the name, address, taxpayer identification number, and driver's license number of any Owner; the date the account was closed; the reason for its closing; and the fact that the account was closed at our request. Other financial institutions subscribing
to the account verification service may be supplied with thisinformation.

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

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

Withholding of Income Tax
When we must withhold funds for taxes: Unless you are exempt under federal law, we are required to withhold aportion of your taxable interest and certain other payments (this is referred to as backup withholding) if you fail to supplyus, under penalty of perjury, with your correct taxpayer identification number (TIN); you fail to provide us with the required certified information; the IRS instructs us to withhold; or the IRS notifies you that you are subject to backup withholding.

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

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

What happens if you don't provide your TIN: We may refuse to open, and we may close, any account for which you do notprovide a certified TIN, even if you are exempt from backup withholding and information reporting. To avoid possible erroneous backup withholding, an exempt payee should furnish its TIN and indicate on the signature card that it is exempt. You may be subject to civil and criminal penalties if you fail to provide us with a correct TIN or falsify information with respect to withholding. For additional information on interest reporting and withholding, contact your tax advisor orthe IRS.

What to do if you have exempt status: Nonresident aliens or foreign entities not subject to information reporting must certity their exempt status by completing an appropriate IRS certification for (e.g., W-8 BEN). Nonresident aliens may berequired to certify their exempt status every 3 years (or earlier upon request) to avoid backup withholding. 68 69

BUSINESS ACCOUNTS & SERVICES BUSINESS ACCOUNTS & SERVICES 70 BUSINESS ACCOUNTS & SERVICES BUSINESS ACCOUNTS & SERVICES you agree that we may debit any of your accounts, whether such Items You Cash or Deposit - If you cash or deposit an item that accounts are held solely or jointly in your name, for the amount is later returned unpaid (or we get a notice that it will beretured reclaimed. You further agree to pay us immediately forany unpaid), we may 1) charge your account the amountof that item amount we are obligated to pay if you do not have sufficient funds and interest; or 2) resend the item through our standard check in your accounts. process electronically or on a collection basis.We may also We are not obligated to question why an item is returned. Weare place or extend a hold related to the item and charge you a fee or other expense related to the collection process. Whether or also not required to evaluate if the return was timely. You waive any claim against us regarding the payor bank's midnight not we resend the item for processing orcollection, we will deadline, final settlement, and notice of dishonor and protest. charge your account a Retumed Item Fee each time, even if the item is ultimately paid. You agree that we may, but have no obligation to, notify you of any item that is or may be returned.

If we receive an affidavit or declaration under penalty of perjury, You agree that if an item deposited to or cashed against your or any other type of claim or demand pursuant to applicablelaw, account is paid and at any later time returned by the payor bank regulation, or similar authority, stating that you were notentitled to the proceeds of a check or other item deposited to your account. claiming that it was altered, forged, or unauthorized, or shouldnot have been paid for any reason, we may debit or hold any ofyour we may debit that amount against any accounts you have with us, whether such accounts are held solely or jointly in your name. accounts for the amount of that item. We may also chargeyou a If you are receiving government payments, whether by check Checks You Write - If we return a check that you write unpaid, the or by electronic transfers to your account through the
depositing bank may re-deposit it electronically. An electronically government's direct deposit program, and we receive notice redeposited check will appear on your statement. Contact us if from the government reclaiming amounts previously credited, you want a copy of the item.

Returned Items- Custom Service
We offer the following returned item services. We may charge a fee for each service you select below.
•. Automatic Re-Clear - An automatic re-clear occurs when we send a returned item to the bank on which it is drawn a second time in an attempt to obtain payment. You
a maximum amount and have all checks under that amount
automatically re-clear, or you can have all checks
automatically re-clear. This service requires approval from your branch, which may discontinue the service at any time with notice to you. The standard Returned Item Fee does not •. Endorsement Guarantee and Re-Clear - If you cash ordeposit a check with a missing endorsement and it is returned unpaid by the paying bank, we will provide the missing endorsement guarantee and re-clear the check.
•. Duplicate Notice Sent Either to Your Primary Address or to an Alternate Address - We can send you a notice of returned items, and also send an additional notice with the image replacement document (IRD), also known as a substitute
check, to an alternate address.
• Charge Returned Items and Fees to an Aiternate Account - We can charge the amount of the retumed items and
associated fees to an altemate account of your choice.

Centralized Returns Using an Alternate Bank of First Deposit- • Notification of Service - If you centralize the processing of your depository retums through another financial institution, you agree to notify us at least 10 Business Days in advance of commencing the use of an alternate bank of
72 73

BUSINESS ACCOUNTS & SERVICES BUSINESS ACCOUNTS & SERVICES first deposit endorsement stamp or spray. In preparation for for decisioning. On occasion, an item that nomally would be using an alternate bank of first deposit, you agree to presented to you for decisioning will be charged back. submit, 10 Business Days prior to use, a sample of the actual endorsement spray or stamp on the back of a physical check NSF - Nonsufficient Available Funds. A check is returned as and receive approval from us as to its acceptability. NSF when it is presented for payment and retumed unpaid •. Endorsement Standards - We will validate your compliance with because the drawer's account does not have sufficient funds applicable law, as well as industry standards, such available for payment. as Specification for the Placement of MICR Printing, in regard to endorsement content and placement. If you do not UCF - Uncollected Funds. A check is returned as UCF when communicate your endorsement changes to us or submit the drawer's account does not have sufficient collected funds your endorsements for review, you agree to take full available for payment. responsibility for any damages arising from the failure to Early Warning of Large Dollar Return Items - This service is comply. ntended to give you earlier notice when a large doilar item yo - Placement of the Endorsement - When applying an alterate ave deposited may be returned unpaid bank of first deposit endorsement, you should place such an endorsement on the back of the check, so that the bankof Paying banks are generally required to provide prompt notice to first deposit's routing number is wholly contained in the area the depository bank when the amount of an item being returned

3.0 inches from the leading edge of the check to 1.5 inches is $2,500 or more. This dollar threshold is substantially from the trailing edge of the check. The leading edgeis higher for certain paying banks, including Union Bank, that have defined as the right side of the check looking at it from the agreed with one another to adopt a different threshold. When we front. receive a notice that a large dollar item you have depositedmay •. Client Deposit Preparation and Delivery Channel - Refer to the be returned, we can relay that information to you the same Handbook for specific instructions on deposit preparation. In Business Day we receive it. Paying banks may also send us a addition, you may only submit deposits that have centralized cancellation of a previous notice, which we can also relay to returned item processing at an alternate bank of first deposit you the same day we receive it. Delivery channels include the through the channels designated as acceptable by us. If you Web module for Deposited Items Returned and Information use a non-approved channel, then your work will be processed using Union Bank as the bank of first deposit
for the endorsement. When you use a non-approved channel, Note that we can only report to you what has been reported tous. we will spray over your endorsement with ours. This will be a We will not be held responsible for the failure of any paying bank violation of applicable law as well as the industry standards. to notify us that a large doilar deposited item is being returned We will hold you liable if a claim arises in this case. unpaid, or for a paying bank's delay in doing so. Under some circumstances, by the time we receive the paying bank'snotice of Returned Items- Notification a returned deposited item, we may have already received the item and posted it to your account.

Deposited Items Returned on the Web - The Deposited Items Returned service on the Web includes the following standard Right of Setoff features: a) view images of the front and back sides of unpaid deposited items charged back or re-cleared; and b) download [Intentionally deleted by the parties without any prejudice to any text information regarding those items. Other optional features rights of Bank under statutory law] available in the Web module include viewing text information for early warning of large dollar returns, and decisioning that a Services for Disabled Customers deposited items returned be either charged back or re-cleared We provide several aids to help our customers with hearing. for a second or later presentment.
vision, or speech impairments or other disabiities. Please Not all clients using Deposited Items Returned on the Web have contact any branch for information regarding guideline checks, decisioning capabilities. The decisioning feature is considered an specially formatted materials, and telephone services extension of credit and is not available to all clients. If you have access to this feature, you agree to submityour decisions by 11:00 a.m. (Pacific Time) on Business Days, unless we
otherwise notify you of an extension to this deadline.If you do not submit a decision for an item by 11:00 a.m. (Pacific Time), you agree that the item will default to chargeback and be posted to your account the next day. Only items retured for the first time as NSF or UCF, as defined below, are eligible
74 75

BUSINESS ACCOUNTS & SERVICES BUSINESS ACCOUNTS & SERVICES for the visually impaired; telecommunication devices for the NOTES hearing impaired; and other accommodations available to help customers with special needs.

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

Severability
If any of the provisions of this Account Agreement are
determined to be void or invalid, the remainder of the Account Agreement shall remain in fuil force and effect.

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

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

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

Transferring or Assigning Rights to Your Account
Unless we agree otherwise, your accounts are nontransferable and non-assignable. You may not grant, transfer, or assign any of your rights to an account without our prior written consent. We are not required to accept or recognize an attempted assianment of your account or any interest in it, including a notice of security Waivers
We may delay enforcing our rights under this Account
Agreement without losing them. Any waiver by us shall notbe considered a waiver of other rights or of the same right at another time. You waive diligence, demand, presentment, protest, and notice of every kind, except as set forth in this Account Agreement.
76 77

BUSINESS ACCOUNTS & SERVICES BUSINESS ACCOUNTS & SERVICES EFFECTIVE JANUARY 1, 2017
All About
Transaction
Banking
Services
Disclosure and Agreement
TABLE OF CONTENTS Limitation on Third-Party Use and Access .43
INTRODUCTION.. Notifying Us of a Problem... .43
Representations and Warranties. .43
TRANSACTION BANKING SERVICES.. 1
Account Reconcilement. Software License.. .44
Termination. .44
Account Transfers ... 2
Automated Clearing House (ACH). 3 GLOSSARY OF TERMS .45 Bill and Statement Print Services 9
Commercial Cash Services .. 10
Commercial Loan Services.... ..11
Controlled Disbursement Service. ...11
E-Lockbox Service. ...12
Electronic Alerts.. ...12
....13
Electronic Receivables Services... ...13
Electronic Bill Payment and Presentment. ..15
Information Reporting .... ..16
Integrated Payables Services ...16
Internet-Initiated or Application Programming
Interface-Initiated Transactions
(WEB, CCD, Debit Card, and Credit Card).. ... 17
IVR-Initiated Transactions
(TEL, CCD, Debit Card, and Credit Card). ...19
Lockbox.. ...20
Money Market Mutual Fund Sweep ...23
Positive Pay.. .........24
Receivables Straight Through Processing .25
Remote Deposit Services.. ..26
Telephone-Initiated Transactions
(TEL, PPD, CCD, Debit Card, and Credit Card) .32
Total Biller Solution ... 33
Web Services ...... ....34
Wire Transfer Services.. 36
Zero Balance Accounting 38
GENERAL PROVISIONS.. .. 38
Changes to a Service . 38
Communications. 38
Compliance with Laws, Operating Procedures, and
Guidelines; Bona Fide Transactions
Confidentiality..

Customer Responsibility
Cutoff Hours
General Matters..

Information Processing and Reporting
Limitation of Liability; Indemnity
Limitation of Time to Bring Action

INTRODUCTION
manager will be happy to describe to you and recommend
MUFG Union Bank, N.A., is pleased to provide Transaction those Services that will best meet your needs.

Banking Services to meet your business needs. The terms and conditions under which we provide Transaction Banking Account Reconcilement Services to you are contained in this disclosure (the Account Reconcilement will help you reconcile and manage the "Agreement"). This Agreement is used in conjunction with the check and deposit activity in your demand deposit accounts. Use All About Business Accounts & Services Disclosure and of Account Reconcilement does not affect any of your Agreement, which covers deposit account terms and obligations, which are described in the Deposit Account conditions. Please read this Agreement carefully and keep a Agreement, to discover and report unauthorized or missing copy for your records. signatures and endorsements, or alterations on checks drawn on The General Provisions and Glossary of Terms sections contain the terms and conditions applicable to all services ("Service" or There are a number of features and reports that yourrelationship "Services"). You also agree to those sections that contain the manager will outline for you. The reports will depend on the specific terms and agreements that relate to the Services we features you select. There are also a number of options for your provide to you. If you would like an additional Service, it will be data transmission. covered by these terms and conditions once we have approved your use of the Service. You may begin using the Service when Report Delivery - The appropriate reports will be available to you we have received all required and properly executed forms, within 1 Business Day on the Web, or 5 Business Days by mail, and you have successfully completed any testing or training from the specified cutoff date or from the date we receive the final check issue information, whichever is later.

Whenever you use any of the Services, you agree to be boundby Stop Payment Listing and Renewal of Stop Payments - A stop these terms and conditions, as amended from time to time, and to payment listing will be provided to you for each reconcilement follow the procedures in the applicabie Materials, User period showing any stop payments in effect. See the All About Documentation, and Customer Manual. We may change, delete, Business Accounts & Services Disclosure and Agreement for or add to the terms and conditions by giving you notice. Your more information about stop payment orders. continued use of any Service after the effective date of the Stale-Date Reporting - Stale-date listings are generated when change will indicate your agreement to the new terms and conditions. checks have been reported issued for more than the numberof days you specify. Stale-dated checks will continue to be listed on Certain capitalized terms used in this Agreement are definedin a supplemental report, and the checks presented the glossary. The terms "we," "us," "our," "Bank," and for payment will be returned as "stale-dated" until cancelledby "Union Bank®" refer to MUFG Union Bank, N.A. you. If a check is presented for payment after the stale- date has been cancelled, it will be paid by us and reported as You agree to pay us the fees we establish for each of the unreconciled paid, uniess an unexpired stop payment order has Services as set forth in our Transaction Banking Fee Schedule been placed on the check prior to its presentment. You agree to or as otherwise disclosed to you in writing. We may amend our place on the face of each check a notice that states that the service pricing from. time to time. Changes to this Agreement check becomes void if not presented to us before it becomes and our Transaction Banking Fee Schedule may be made stale. We are not obligated to honor a stale-date notice on your available to you electronically, instead of on paper, through the checks unless you have selected the stale-date feature of this Union Bank Financial Center. You agree and acknowledge that:
) you give your consent to receive any document, in connection with this Agreement or documents described in this Agreement or documents provided in connection with a
Service, in electronic form; (i) you give your consent to executeor agree to any electronic document by any means; and (iii) your consent is governed by the federal Electronic Signatures in Global and National Commerce Act. You agree to pay all taxes levied or imposed by any government agency in connection with your Services (excluding any income tax payable by us). Account Transfers You may initiate transfers of funds between designated accounts TRANSACTION BANKING SERVICES that you maintain with us or other Union Bank accounts. You are We offer a wide variety of Transaction Banking Services. Each responsible to ensure there are sufficient Available Funds in the Service has many features and options; your relationship account being debited on the date of the

TRANSACTION BANKING SERVICES TRANSACTION BANKING SERICES transfer. If there are insufficient Available Funds, the transfer will related to your ACH activities upon our request. The following be subject to overdraft fees, or overdraft protection transfer or ACH customers are deemed to be high risk:
advance fees, as applicable.
a) Third-Party Payment Processors
Excludes Public Fund accounts. b) Third-Party Senders.

Transaction limitations apply to savings and money market c) Originators of Internet-Initiated Entries (WEB), Telephone- accounts. Refer to the Savings and Money Market Accounts Initiated Entries (TEL), and International ACH Transactions General Information section, Transaction Limitation for Savings (IAT) and Money Market Accounts subsection, of the All About
Business Accounts & Services Disclosure and Agreement. d) Originators in high-risk industries, including online payment processors, credit repair services, mail order and telephone Automated Clearing House (ACH) order (MOTO) companies, or offshore businesses Automated Clearing House (ACH) services allow you to transfer There are additional NACHA compliance requirements. Before funds to or from your accounts by means of Entries, which initiating SEC payment types, you must follow the NACHA rules may be sent through the ACH system or processed directly to associated with these payment types. You also agree to accounts with us. properly manage the use of our ACH services; this includes maintaining ACH returns within industry-defined tolerances The capitalized ACH terms appearing below are defined in the (unauthorized returns must not exceed 0.5% return rates).

National Automated Clearing House Association Rules ("NACHA Ruies"). Unauthorized ACH Returns will be subject to an additional return fee charged by the ACH Operator in an effort to reduce the The ACH service online is an application that allows you to number of unauthorized transactions in the ACH Network. create Entries using the Internet. Security features include User IDs, passwords, tokens, and user entitlements. You can create NACHA requires that all ACH Originators of Internet-Initiated one-time, scheduled, or repetitive payments; store repetitive Entries (WEB) perform an annual audit of their procedures payment templates to reduce input time and generate Pre- concerning the security and protection of consumer information.

Notification Entries; and create payments, user audit logs, and You must certify in writing to the Bank that you have completed reports. We retain historical data for 120 days, which you can the ACH WEB Originator Annual Audit as required by NACHA. export and save. To enhance security, use a commercially Prior to origination of these payment types, you must foliow reasonable level of security, which must comply with current, NACHA rules associated with WEB transactions. applicable regulatory guidelines that impose more rigorous encryption obligations. ACH Data Breach Notification Requirements - You agree to take all reasonable security precautions to prevent unauthorizedor Compliance with NACHA Rules and Laws - You agree to be fraudulent use of the ACH network. You agree that you bound by the NACHA Rules in effect, which may be amended and any Third-Party Service Providers working with you have from time to time, for all Entries whether or not an Entry is sent implemented commercially reasonable policies, procedures, and through the ACH network. You act as Originator or Third- Party systems to detect the occurrence of a data breach. Youalso Sender, and we act as Originating Depository Financial agree to immediately notify us if you suspect or discover any Institution (ODFI) with respect to Entries. You agree to deliver data breaches related to any of our ACH services. A databreach Entries to us as provided in the Customer Manual and the is defined as the loss, theft, or unauthorized access of any ACH NACHA Rules. The NACHA Rules govern if they conflict with data by any person(s) or entity(s) using the ACH this Agreement, except that the file specification requirementsin network, or any affiliate of the foregoing under circumstances the Customer Manual govern if they conflict with the NACHA indicating that the misuse of such information has occurred or is Rules. reasonably possible.

When a preauthorized Debit Entry from a consumer's account As an Originator, Third-Party Payment Processor, Third-Party varies in amount from the previous Debit Entry, you must comply Sender, or Receiver of ACH Entries - You agree that all with the notice requirements set forth in the NACHA Rules, the transactions must comply with applicable state and federal laws Electronic Funds Transfer Act, and federal Regulation E. or regulations and warrant that you will not transmit any transaction that violates the laws of the United States, High-Risk ACH Originators - Banking regulators consider Third- including, without limitation, anti-money laundering laws and Party Payment Processors, Third-Party Senders, and ACH regulations of the Office of Foreign Asset Control (OFAC). You Originators in specified industries and certain transaction, types understand that the Bank has policies and procedures that as high-risk originators. If we classify you as an ACH High-Risk identify suspicious transactions, and that these policies and Originator, you agree to supply us with additional information procedures may resuit in delays in processing, settlement, and/or the availability of these transactions. To aid the Bank 3 4

TRANSACTION BANKING SERVICES TRANSACTION BANKING SERVICES in complying with OFAC and related laws and regulations, we Warranties - Each time you use the ACH service, you warrant may also ask you for specific information regarding the nature of that a) you have obtained appropriate authorization from each the transactions) in question, the purposes of transactions, the Receiver and the Entries conform to the authorization; b) the relationship you have with persons to whom you are attempting to Entries comply in all respects with the NACHA Rules; and c) send funds and the persons who send funds to you, and other you have performed all actions required of an Originator by the questions that may help to clarify the nature andpurpose of NACHA Rules and this Agreement. transactions. You agree to not hold the Bank liable for any losses you sustain by the delay and/or holding of thesetransactions. You Payment with Respect to Entries - You will transmit Entries to further agree and understand that all ACH international us as set forth in the Customer Manual and the Operating transactions will be converted into the destination country Rules. We generally debit your account for Credit Entries currency (e.g., Mexican pesos or Canadian dollars) on the U.S. (including Debit Reversals) on the settlement date, unless you settlement date. We are not responsible for any föreignexchange are prefunding your Entries. Prefunding your Entries means losses resulting from the conversion or re-conversionof any that you pay for all Credit Entries before the settlement date we specify. We reserve the right at any time, without notice, to require payment before we process your Credit Entries. You will As an Originator, you agree to code transactions that have an immediately pay us the amount of any returned Debit Entries, any endpoint that is outside the territorial jurisdiction of the United adjustment Entries, or any returned Depository Transfer Checks States using the NACHA-designated Standard Entry Class (DTCs) that we previously credited to your account.

Code of IAT (International ACH Transaction). This includes transactions you originate to a U.S. financial agency that in turn Acting on Entries - We send Entries to the ACH processor for are sent outside the territorial jurisdiction of the United States. settlement on the Effective Entry Date shown on the Entries A financial agency is an entity authorized by applicable law if we receive the Entries by the processing deadline if you to accept deposits or that is in the business of issuing money subscribe to Processing Schedule monitoring services. If we orders or transferring funds. receive Entries after our deadline we will process the next business day. Entries will be deemed received by us whenwe Third-Party Payment Processor or Third-Party Sender - If you receive the complete file at the location specified in the are a Third-Party Sender as defined in the NACHA Rules, you Customer Manual. additionally agree to be bound by all the Third-Party Sender rules, warranties, indemnities, and obligations described in the Same Day ACH - The Bank will rely solely on the Effective NACHA Operating Rules. You must complete an annual ACH Entry date, the eligible SEC payment types, the amount of audit and submit to the Bank upon request. Entry, and the time files or batches are received for Same Day ACH settlement. Entries received after the Same Day Third-Party Payment Processors or Third-Party Senders are ACH processing deadline or that are over the $25,000 per bound by ODFI responsibilities and liabilities, and are requiredto transaction limit will be processed during the next available have appropriate agreements for all Originators. processing window. Additional fees will apply.

Authorized Persons - Before using the ACH service, you must Rejection of Entries - We may reject any Entry if it does not designate the persons you authorize to verify the authenticityof comply with the requirements of this Agreement, the applicabie Entries and reversal/deletion requests in accordance with the Customer Manual, or certain ACH processing limits for you, or any Security Procedure selected, and to perform certain otherduties Entry that we have been unable to verify through use of the in connection with the ACH service. Security Procedure. We may also reject any Entry if it may be Security Procedure - You agree to use the Security Procedure returned for any reason under the NACHA Rules or if you breach when you deliver Entries or reversal/deletion requests to us. The any of your payment obligations to us. purpose of the Security Procedure is to verify the Notice of rejection is given to you by telephone, electronically, Entries and reversal/deletion requests delivered to us in your by facsimile, or by mail within the time period specified in name and not to detect errors in the transmission or content the Customer Manual. Notices of rejection will be effective of Entries. You represent and warrant each time you use the when given. We are not liable for the rejection, and we are not ACH service that, in view of your requirements, the Security obligated to pay you interest for the period before youreceive Procedure is a satisfactory method of verifying the authenticityof the notice of rejection. If an Entry is rejected, it is your Entries and reversal/deletion requests. You agree that we may responsibility to correct the Entry if you intend to resubmit it. act on any Entries or reversal/deletion requests, the authenticity of which we have verified through the use of Reversal or Deletion - We have no obligation to cancel or amend the Security Procedure, and you agree to be bound by such Entries after we receive them. If you send us a reversal/deletion Entries or reversal/deletion requests whether or not they were request using the Security Procedure or online, we willmake a in fact authorized. reasonable effort to act on your request. We will not beliable to you if such reversal/deletion request is not acted on.
5 TRANSACTION BANKING SERVICES TRANSACTION BANKING SERVICES You agree to indemnify us in connection with any such reversal/ Inactive Originating Company IDs - If you originate ACH deletion request to the same extent as we indemnify other parties transactions under multiple Originating Company IDs, inactive under Article 4A of the Uniform Commercial Code- Funds Originating IDs (Batch Headers) not used in 13 months will be Transfers (UCC 4A). Your obligations under this provisionwill automatically deleted unless you inform us otherwise. survive termination of any ACH service.

Data Processor - Upon our approval, you may elect todesignate Provisional Payments - You agree to be bound by the provision a third-party data processor to submit Entries, reversals, of the NACHA Rules making payment of a Credit Entry by the cancellations, and amendments of Entries to us on your behalf.

Receiving Depository Financial Institution (RDFI) to the Receiver Entries, reversals, cancellations, and amendments of Entries provisional until the RDFI receives final settlement for the Entry. If received from such a data processor will be deemedto have been final settlement is not received, the RDFI is entitled to a refund initiated and approved by you. We are not liable for the accuracy, from the Receiver of the amount credited. This means that the completeness, or authenticity of the Entries, reversals, Receiver will not have been paid. cancellations, and amendments received from the data processor, and will have no obligation to audit, check, or verify the Payment by us for any Debit Entry, retumed Credit Entry, or Entries or related data. You will at all times defend, indemnify, and Credit reversal is provisional until we receive final settlement for hold us harmless against any and ail liabilities, claims, demands, the Entry. If final settlement is not received, we are entitledto a causes of action, losses, damages, costs, expenses, and refund and we may charge your account for the amount
attorneys' fees that may be directly or indirectly caused by any act credited. We may delay the availability of any amount credited or omission of the third-party data processor.
for a Debit Entry or Credit reversal if we believe that there may not be sufficient funds in your account to cover a chargebackor Notice of Error - If we receive a notice of error from any of our return of the Entry or reversal. deposit customers pursuant to the Electronic Funds Transfer Act, federal Regulation E, or other law concerning an Entry processed Limit of Entry Classes - At all times we reserve the right to or authorized to be processed to an account with us within 2 designate or terminate the Entry classes we will process for you, Business Days after written or verbal notice, you will provide us and we may establish from time to time such Credit Entry and/or Debit Entry limits as we in our sole discretion deem advisable. with the authorization to debit or credit the depositor's account and, if applicable, with proof of sending notice to the depositorof Availability of Funds - We are not obligated to make the the varying amount or with other proof satisfactory to us thatthe amount of any Debit Entry available for withdrawal by you• alleged error did not occur. If the referenced documents before such amount constitutes collected funds in the or proof are not delivered timely or the documents or proof do Accounts). Whether or not constituting collected funds, any not give us a reasonable basis for determining that no error such amount credited to the Accounts) may be charged back occurred, or if the aileged error did occur, we may credit our to and recovered from you if the Bank does not receive final depositor's account in the amount of the error claimed and settlement; the Entry is returned; an adjustment Entry is charge you for the amount of the alleged error. received by us pursuant to the Operating Rules; or the Entry Fines and Penalties - NACHA has imposed or may in the future violates any of the terms of this Agreement, the Customer impose fines or penalties on ODFis for certain Entries retumedas Manual, or the Deposit Account Agreement.
unauthorized or for other reasons. In addition to our standard Inconsistency of Name and Number - An RDFI can make fees and charges for ACH and Electronic Receivables Services, payment to a Receiver based solely on the account number, you are responsible for these fines and penalties. even if the name in the Entry differs from the name on the Reinitiation of ACH Entries - For all Entries except Re-Presented account. We may send an Entry to an RDFI based solely on the Check (RCK) Entries, an Entry that has been returned may bank-identifying number you provide, even if the number is incorrect and identifies a different RDFI. not be reinitiated unless 1) the Entry has been returned for nonsufficient available or uncollected funds; 2) the retry entry Electronic Transmission - You will obtain, maintain, and operate, includes the description of RETRY PYMT in the Company entry at your own expense, all necessary devices, software, and description field; 3) the Entry has been returned for stopped services required to transmit your Entries electronically, including, payment and reinitiation has been authorized by the Receiver; or but not limited to, hardware, software, instaliation and 4) you have taken corrective action to remedy the reason for the maintenance services, and telephone lines. All such devices, return. An Entry that has been retumed for nonsufficient software, and services must be compatible with our operations available or uncollected funds may be reinitiated no more than2 and conform to our specifications. You will submit ACH File times following retum of the original Entry.

Control Totals to the Bank using the ACH Exchange online Automated Clearing House (ACH)- Electronic Payment
Authorization - With the ACH Positive Pay Service, you provide us with the authorization criteria for Entries you desire to receive 8 TRANSACTION BANKING SERVICES TRANSACTION BANKING SERVICES for debit or credit to your account. We automatically retum any Commercial Cash Services Entry that does not meet your criteria. You still have the right to Commercial Cash Services allow you to place orders for coin and return unauthorized or erroneous Entries in accordance with the currency from our cash vaults and to make cash and check NACHA Rules.
deposits at our processing centers.

We may also return an Entry for any reason that an Entry may be With our express consent, you may arrange for a local banking returned under the NACHA Rules. The Service does not apply to office to provide currency and coin for subsequent transport by transactions between you and us, and we may pay Entries that you, your employees or authorized persons, or an armored you have authorized us to originate to your account (e.g., loan carrier contracted by you. Special currency and coin order or credit card payments), whether or not you have included these procedures and requirements may be specified by the branch in your authorization criteria. We may also pay any Entries, that fulfills the order. We will require reasonable advance notice reversals, or adjustments that we are required to accept under the for all branch-fulfilled currency and coin requests. You will be NACHA Rules; operating circulars; or any other applicable rule, required to identify each person authorized to place currency and coin orders, and each person authorized to pick up these orders You provide online authorization criteria in a manner and form from the branch. acceptable to us. in your authorization criteria, you may specifya If you order coin and currency or make coin and currency maximum amount or a fixed amount for the Entries. In either deposits to your account, you must contract separately withan case, you must specify the amount in dollars and cents. armored carrier service. The armored carrier is your agentand When the Service is terminated for any reason, we will no longer must be acceptable to us. The delivery or transportationof be obligated to monitor Entries against your authorization criteria, currency and coin to you or from you, whether by armored and we will receive and accept or return Entries to youraccount in carrier or you, your employees, or authorized persons, is at accordance with our normal procedures. your risk and shail impose no liability whatsoever to the Bank, including, but not limited to, liability arising out of their loss, Automated Clearing House (ACH) Universal Payment theft, or destruction during transportation.

Identification Code (UPIC) - The ACH Universal Payment
Identification Code (UPIC) is a permanent and secure account You authorize us to act upon any request for coin or currency identifier that can be freely distributed to encourage the receiptof and accept deposits to your account in accordance with this electronic payments. The UPIC number is only to be used for Agreement and the procedures described in the Deposit incoming electronic credits of ACH Entries. Delivery Handbook and the Deposit Account Agreement.

You may be required to identify each person and location Bill and Statement Print Services authorized to place coin and currency orders with us. You agree to notify the Bank in writing of any change in location address, The print and mail solution prints, inserts, and mails your standing orders, account numbers, or armored carrier.
customer bills and/or statements-with or without related notices and bill inserts. The service can stuff and address the Order and Delivery of Currency and Coin - You agree thatwe envelopes, affix the postage and deliver the documents to the may charge your account for the amount of each orderplaced. post office, and sort your mailing to qualify for U.S. Postal A copy of the order will be forwarded with each cash Service discounts. shipment. You agree to inspect all currency and coin shipments. prior to accepting them from the armored carrier by examiningthe Implementation Process - Our service provider ("Provider") and we will work with you to determine your print and mailneeds. bag and bag seal for integrity and condition. You agree to refuse You will choose the data format (data layout) during the damaged or tor shipping bags, or bags with loose or missing seals. You agree to visually verify the shipment strap count implementation process. Based upon the format, the setup will through the shipping bag prior to acceptance from the armored be determined. During each printing cycle, we and/or the Provider will receive the data in the format originally specified. carrer. You agree to open and piece-count verify the order in dual custody within 24 hours after you have accepted a shipping in the event that you change the data format, we must be given bag and before you use any of its contents.
no fewer than 30 days' prior notice in order to complete a revised implementation process. Any discrepancy between the amount you verify and the amount The printing process utilizes 2 types of data: we have charged to your account ("Difference") must be reported to us within 3 Business Days of the receipt of the cash order.

Variable, which is data that is received in the data file; and Reports of Differences should be accompanied by a copy of the (ii) • Literal, which is data that is hard-coded in the document during implementation and does not vary from bill to bill. prakan gie ine Die race and restles the shiping bag and bag shipping seal
9 10

TRANSACTION BANKING SERVICES TRANSACTION BANKING SERVICES You authorize us to debit your account for any cash order should not repeat or duplicate any check number. Checks must overage and credit the account for any cash order shortage. meet our Magnetic Ink Character Recognition (MICR) encoding standards.

Commercial Loan Services
Our application, Commercial Loans on the Web, provides access E-Lockbox Service to your commercial loan accounts) and enables you to make The E-Lockbox Service allows you to receive electronic payments payments to and advance funds from your loan(s). You may view initiated by your customers via their home banking application or account summary and detailed activity screens and create other bill payment services. Within 24 hours of receipt of funds, customized reports. we will credit your designated account and transmit the payment detail to you in an ACH CIE (Customer Initiated Entry) format or Controlled Disbursement Service another mutually acceptable machine-readable format. To ensure Our Controlled Disbursement Service provides information to you proper posting to the customer's account, you must backdate each Business Day so that you can fund the total amount of transactions when either of us hascaused a delay to posting, for Controlled Disbursement checks presented that Business Day. example, as a result of a legal or Bank holiday. If you cannot apply the funds, you will return Accounts - With the Controlled Disbursement Service, you the funds to us in a mutually agreed-upon method within 5 will be able to open disbursement accounts with us. The Business Days of settlement. You must help with and respond disbursement accounts will be Zero Balance Accounts, tied to a to payment inquiries concerning payments made by your
Master Concentration Account with us. customer's bank or bill payment company.

We will notify you daily of the amount needed to cover debits to Electronic Alerts
the disbursement accounts. This information is provided directly by the Federal Reserve Bank, and its accuracy is not guaranteed We offer a Banking Alerts Service that enables you to receive by the Federal Reserve Bank or us. We may notify you by electronic and/or telephonic notices (each an "Alert) from time to telephone of other debits to the disbursement accountsfor which time with information about the Union Bank accounts) you have funding is due. You must have on deposit, or transferto the designated. For example, Alerts may include information about Concentration Account, sufficient available funds to cover debits the receipt of wire transfers or other credits to an account, or to the disbursement accounts by the settlement deadline that we about withdrawals that exceed a certain dollar amount that you specify when you enroll for the Service.

Overdrafts - Checks presented for payment or other debitsto Alerts are provided solely as a convenience and are not a the disbursement accounts may be returned unpaid in any substitute for the periodic statements for your accounts) or any order if there are not sufficient available funds in your other notices we may send you about such accounts), Concentration Account to cover the debits. If there are regardless of how you receive such periodic statements or other insufficient funds in the Concentration Account to cover notices. Such periodic statements and other notices remain the debits, we may, at our sole discretion, lend you the funds at official records of your accounts). Your ongoing obligation to an interest rate and for a service fee that we determine. In the promptly review periodic statements, other notices, and all other event we provide you a loan, you agree to repay us all principal, correspondence from us regarding your accounts) and other interest, and service charges immediately upon demand. If we Services you obtain from us remains in full force and effect decide not to make a loan to you to cover the debits, we will even if you choose to enroll for the Banking Alerts Service. retum the presented checks unpaid and we may immediately In order to receive Alerts, you must provide us a valid phone terminate the Service.
number, landline or cellular, or an email address or other Payment or Return of Items - In the event we contact you for electronic delivery location, so that we may send you certain instructions concerning the payment for or return of a particular information about your accounts). item, you agree to provide to us, that same day and by the We may provide Alerts through one or more of the following:
deadline we establish, instructions to either pay for or retum the item. If you fail to meet this deadline, we will not be liable for any a) a telephone, landline or cellular (whether by an oral or text message, or both); b) a text- or Web-enabled mobile device; or loss you incur based on our payment or retur of the item. c) an email account that is accessed via a personal computer.

Checks - Transfers from the disbursement accounts may be It is your responsibility to determine that each of the service initiated only by checks, unless we agree otherwise. Checks providers for the communication media described in (a) issued against the disbursement accounts should be 8½ inches through (c) above (each a "Service Provider") supports the voice in size, with the auxiliary field consecutively numbered, and and/or text message Alerts you select. You agree that the Alerts are subject to the terms and conditions of your agreements) 11 12

TRANSACTION BANKING SERVICES TRANSACTION BANKING SERVICES with your Service Providers) and that you are solely responsible Security Procedures - You agree to take all reasonable security for any fees imposed for an Alert by your Service Provider(s). precautions to prevent unauthorized or fraudulent use of these Services by your empioyees, agents, contractors, customers, By enrolling in Alerts, you agree and understand that a) Alerts and third parties. You will be assigned one or more
may not be encrypted and may include personal or confidential information about you and your transactions, such as your name identification numbers (User IDs) and passwords to enable your employees and agents to access and use the Services. Once and account activity or status; b) your Alerts may be delayed, such identification numbers and passwords
misdirected, not delivered, or corrupted due to circumstances or have been assigned and validated by the Provider, the use and conditions affecting your Service Provider(s) or other parties; and c) we will not be liable for losses or damages arising from i) any confidentiality of such numbers shall be your sole responsibility. non-delivery, delayed delivery, misdirected delivery, or corruption Neither the Provider nor we assume responsibility to discover breaches of your security. You must immediately notify us if you of an Alert; il) inaccurate, untimely, or incomplete content in an discover any security breach related to the Services.

Alert; iii) your reliance onor use of the inforation provided in an Alert for any purpose; or iv) any other circumstances beyond our Proprietary Information - All systems, programs, operations, instructions, documentation, and know-how (the "Provider Information) relating to the Services are and remain the Electronic Data Interchange (EDI) Service property of the Provider and us. You agree to hold in the highest Our EDI Service allows you to disburse funds and deliver confidence all information that you may receive fromus or the payment information to your trading partners electronically or by Provider respecting the Provider Information. You shall disclose paper by sending payment requests to us as described in the the Provider Information only on a need-to-knowbasis. You applicable User Documentation. The Service aiso allows you agree not to use the Provider Information for your own purposes to access information about payments and remittances when except in furtherance of permissible Services transactions. received from your trading partners or customers in mutually acceptable formats. Provider Third-Party Beneficiary - The Provider is an intended third-party beneficiary of these Services' terms and conditions.

Sending Payments and Related Information - When you wish Limitation on Liability - You acknowledge that data processing to pay your trading partners, you transmit a data file tous entails the risk of human and machine errors and omissions, containing instructions for your payments in the format and by the cutoff times specified in the applicable User including inadvertent loss or misstatement of data. You Documentation. When we receive a file from you using this agree that neither we nor the Provider shail be liable for any Service, we perform certain edits on the data, translate it into errors, omissions, delays, or losses unless caused by our or the Provider's gross negligence or willful misconduct. In no the appropriate format, and send the data to the payment event shall we or the Provider be liable for indirect,
system you specified. On the specified dates, we issue your payments in the required formats. or consequential damages, even if we or the Provider were advised of the possibility of such damages. Neither we nor the Payment requests originated via the EDI Service are subject Provider shall be responsible for delays in the receipt or to the terms and conditions of the Automated Clearing House processing of your transactions due to causes beyond our or (ACH) Services, Wire Transfers, and Information Reporting the Provider's reasonable control. sections of this Agreement.

You understand that with respect to TEL, CCD, WEB, ARC, Receiving Remittance Information - Remittance informationcan RCK, and other ACH Entries initiated through the Services, you be delivered to you in a mutually acceptable form and manner will be considered the Originator of the ACH Entries and we are and is also governed by the Information Reporting section of this the Originating Depository Financial Institution (ODFI).

Agreement.

You agree to receive, resolve, and respond to errors alleged by Electronic Receivables Services parties involved in the transactions you initiate under applicable laws, regulations, and rules.

Electronic Receivables Services ("Services") are electronic Internet-enabled communications and database systems for Records Retention, Inspection Rights, and Financial Records- processing payment transactions. These Services are made You shall preserve all records relating to Services transactions available through our designated service provider ("Provider"). as may be required by law and as specified for the applications you use. You shall permit us to examine, verify, and copy Grant of Rights - We grant you a non-exclusive, non-transferable such records upon our reasonable request and notice to you. You right to use these Services, subject to the restrictions herein and agree to provide us with a copy of any requested ACH
any other restrictions we or the Provider communicate to you. authorization or other transaction memorandum no later than 3 calendar days from the date of our request. We reserve the right 13 14

TRANSACTION BANKING SERVICES TRANSACTION BANKING SERVICES to. require additional financial documents (e.g., tax returns and Provider Third-Party Beneficiary - The Provider is an intended financial statements) if your transaction processing exceeds its third-party beneficiary of these Services' terms and conditions. normal volume, as determined in our sole discretion.

Information Reporting
Application Descriptions - You agree to the terms and conditions relating to the specific application you use (Internet-and The service lets you access your U.S. dollar and foreign Telephone-Initiated Transactions, remote deposit, and currency accounts through the use of our applications via a web Re-Presented Check Entry). In addition, you agree to comply browser or mobile device, and/or account information can be with any user materials and guidelines we or the Provider transmitted to you as a file. Information is available through the provide to you. applications 24 hours a day, 7 days a week, with the exception of scheduled outages for maintenance and upgrades. Theservice Notices - All notices to you pertaining to the Services may offers both Prior and Current Day reporting of account be given electronically, sent to the email address you have provided us, or given via telephone or in writing.

Prior-day information reporting represents activity that has posted Electronic Bill Payment and Presentment against the account within the Bank's record keeping system and is considered processed by the bank. Images areavailable within Electronic Bill Payment and Presentment Services are electronic prior-day information reporting forpaper-based items that have communications and database systems for rendering bills cleared the account. and processing payment transactions. These Services may be made available through our designated service provider Current-day information reporting represents certain activity that ("Provider). Neither we nor the Provider shall be responsibie has occurred throughout the current business day but has not for delays in delivery of bills and the receipt or processing of been processed within the Bank's record keeping system and is your transactions due to causes beyond our or the Provider's represented as a memo-posted credit or debit. These items are reasonable control. provisional and may or may not ever post to the account.

You understand that with respect to TEL, CCD, WEB, PPD, and Multi-bank reporting provides account information to be received other ACH entries initiated through the Total Biller Solution from or transmitted to any third-party bank for both domestic and service, you will be considered the Originator of the ACH entries international locations. For inbound reporting of a third-party bank and we are the Originating Depository Financial Institution. You account, the balance- and transaction-level information is viewed agree to be bound by the NACHA Rules in effect, which may online in the same manner as your Union Bank accounts. For be amended from time to time, for all Entries whether or not an outbound reporting to a third-party bank, Union Bank will transmit Entry is sent through the ACH network. the data according to the instructions provided and approved by an Authorized Signer of the account.

Security Procedures - You agree to take all reasonable security precautions to prevent unauthorized or fraudulent use of these Integrated Payables Services Services by your employees, agents, contractors, and
customers, or third parties. You will be assigned one or more The Integrated Payables Services (the "P Services") is an identification numbers (User IDs) and passwords to enable your electronic, Internet-enabled communication and database employees and agents to access and use the Services. Once system that allows you to transmit payment instruction files for printing checks and other documents, and to initiate ACH such identification numbers and passwords have been assigned and validated by the Provider, the use and transactions and wire transfers. The P Services are made available through our designated service provider ("Provider") confidentiality of such numbers shall be your sole responsibility.

Neither the Provider nor we assume responsibility to discover and are subject to the Wire Transfer Services, Automated breaches of your security. You must immediately notify us if you Clearing House (ACH), and Information Reporting sections of discover any security breach related to the Services. this Agreement.

Proprietary Information - All systems, programs, operations, Security Procedures - You agree to take all reasonable security instructions, documentation, and know-how ("Provider precautions to prevent unauthorized or fraudulent use of the P Information") relating to the Services are and remain the Services by your empioyees, agents, contractors, customers, property of the Provider and us. You agree to hold in the highest and third parties. You will be assigned one or moreidentification confidence all information that you may receive fromus or the numbers (User IDs) and passwords to enable your employees Provider respecting the Provider Information. You shall disclose and agents to access and use the P Services. the Provider Information only on a need-to-knowbasis. You Once such User IDs and passwords have been assigned and agree not to use the Provider Information for your own purposes validated by the Provider, the use and confidentiality of security except in furtherance of permissible Services transactions. information shall be your sole responsibility. Neither we nor the Provider assumes responsibility to discover breaches of your 15 16

TRANSACTION BANKING SERVICES TRANSACTION BANKING SERVICES security. You must immediately notify us if you discover any The Provider will store your transaction information on its security breach related to the P Services. servers. For WEB, PPD, and CCD Entries, transaction files are sent through the ACH, which debits the bank account of the You agree to use the Provider's Security Procedure when you Merchant Customer and credits your Union Bank account.
transmit payment or document files to us. The purpose of the Security Procedure is to verify the authenticity of the files Notice of returned WEB, PPD, and CCD Entries will be available transmitted to us in your name, and not to detect errors in the within 2 Business Days after the return through Internet reporting. transmission or content of files. You represent and warrant each time you use the P Services that, in view of your requirements, Your Responsibility - You are fuliy responsible for all transactions the Security Procedure is a satisfactory method of verifying initiated through the System and deposited to your account, the authenticity of files. You agree that we may act on any including, but not limited to, transactions that are lateralleged to transmitted file that has been verified as authentic through the be unauthorized or erroneous, or that were issued use of the Security Procedure, and you agree to be bound by on nonsufficient available funds or subject to stop payment or such file whether or not it was in fact authorized. other rejection, returns, or chargebacks. Without limiting the foregoing, you assume all risks associated with performing Proprietary Information - All systems, programs, operations, transactions in an Internet environment. instructions, documentation, and know-how the "Provider Information") relating to the P Services are and remain the WEB Entries - A WEB Entry is initiated when an Internet property of the Provider and us. You agree to hold in the highest authorization is given to make a transfer of funds from a confidence all information that you may receive fromus or the consumer's account.

Provider respecting the Provider Information. You shall disclose the Provider Information only on a need-to-knowbasis. You Your Website - You must make any necessary changes to your agree not to use the Provider Information for your own website in order to offer Merchant Customers the option to payvia the Internet. We recommend that your website (if applicable) purposes, except in furtherance of your activities under this Agreement. include the following information in a clear and conspicuous manner: a) a complete description of the goods and services you Provider Third-Party Beneficiary - The Provider is an intended offer; b) your refund and returned merchandise policy; third-party beneficiary of this Agreement. c) a customer service contact, including both a telephone number and an email address; d) a statement that all prices and You understand that with respect to CCD and other ACH Entries payments will be in U.S. dollars; e) any applicable export or legal initiated through the P Services, you will be consideredthe restrictions that might be relevant to your customers; f) your Originator of the ACH Entries and we are the Originating delivery policy; and g) your privacy policy.

Depository Financial Institution (ODFI).

Shipping Goods - If you ship goods through a method that does Description of Process - You agree to upload your electronic not provide delivery confirmation, such as the U.S. mail, you payment or document file via a secure HTTPS protocol to the P should consider establishing a maximum dollar amount forsales Services system. We will acknowledge receipt of the file and transactions over which you will ship only using a meansthat you will authorize the processing of the transactions. We will allows you to obtain delivery confirmation. Any shipping address attempt to retrieve the payment file and post its status within an must be the same as the Merchant Customer's address. hour after receiving the file.

Merchant Customer Identification - The Provider will verify that Internet-Initiated or Application Programming the routing number supplied by the Merchant Customer for ACH Interface-Initiated Transactions
(WEB, CCD, Debit Card, and Credit Card)
Description of Service - This Service enables your customer (the "Merchant Customers)") to pay you for goods and services via the Internet through an Internet-enabled or Application Programming Interface-enabled third-party payment-processing You must use a commercially reasonable authentication/ system (the "System") by the origination of ACH debit, debit card address verification system to indicate whether a person and credit card transactions. initiating a transaction is the Merchant Customer, as you are fully responsible for identification of the Merchant Customerand The System can allow the Merchant Customer to create a User the validity of the transaction.

ID and password to access the System and initiate a WEB Entry for a consumer payment, a CCD Entry for a business payment, or a debit card or credit card transaction.
17 18

TRANSACTION BANKING SERVICES TRANSACTION BANKING SERVICES Disclosure of Your Fees and Charges - You must clearly and Description of Process - Your customer (the "Merchant conspicuously disclose all applicable fees and charges before a Customer(s)") will teiephone an Interactive Voice Response Merchant Customer conducts a transaction using the System. unit and provide account numbers and other information.

Transaction information is archived on the Provider's System.

Reinitiation of ACH Entries - Reinitiated Internet-Initiated For TEL and CCD Entries, a transaction file is sent to the Entries may only be originated in the same amount as the ACH, which debits the Merchant Customer's bank account and original transaction. No coilection amount may be added. credits your Union Bank account. Notice of returned TEL and To originate an ACH debit to collect fees associated with a CCD Entries will be available through Internet information returned WEB Entry, you must follow the NACHA Rules
governing PPD Entries, including first obtaining the consumer's reporting within 2 Business Days after the retum. written authorization for such an Entry. Your Responsibility - You are fully responsible for all transactions credited to your account through the Systern, Warranties - You represent and warrant that the person or entity including, but not limited to, transactions that are later alleged whose account was debited authorizes all payments accepted for to be unauthorized or erroneous, or that were issued on deposit to your account using the System. In addition to all other nonsufficient available funds or subject to stop payment or other warranties in the NACHA Rules, you warrant that with respect to rejection, return, or chargeback. In addition to other applicable each transaction. conducted using the System, a) the transaction NACHA warranties, you warrant to us when you initiate a TEL represents the Merchant Customer'sobligation to you for the Entry that you have employed commercially reasonable amount of the transaction; b) the amount of the transaction is not procedures to verify the identity of the Receiver. subject to any dispute, setoff, or counter claim; and c) you have no knowledge or notice ofany fact, circumstance, or defense that The Provider's service is designed to record the Merchant would indicate that a transaction was fraudulent or not authorized Customer's oral authorization for the transaction. by the Merchant Customer, or that would otherwise impair the validity or collectability of the Merchant Customer's obligation to Lockbox Two types of Lockbox Services are available, Wholesale and or relieve the Merchant Customer from liability with respect Wholetail. To initiate this Service, you must ask your relationship thereto. manager for a sample letter to the United States Postmaster WEB Annual Audit - As the Originator of WEB Entries, you authorizing us to rent a United States Post Office Box in your name and to have unrestricted and exclusive access to the must comply with the NACHA rules associated with processing WEB Entries before the start of Origination. NACHA Rules and Lockbox. You instruct your customers to mail checks you wantto Guidelines require you to conduct annual audits to ensure that have processed through the Lockbox Service to the Lockbox financial information you obtain from consumer Merchant address. We pick up mail at the Lockbox address according Customers is protected by security practices and procedures that to our mail pickup schedule and deliver it to our processing include, at a minimum, adequate a) physical security to protect center. Initial United States Post Office charges will be billed against theft, tampering, or damage; b) personnel and access directly to you. Subsequent renewal charges will be applied to controls to protect against unauthorized access and use; and c) your account analysis statement. network security to ensure secure capture, storage, and Processing in General - We will handle checks received at the distribution of financial information. If requested, you must Lockbox address according to the Deposit Account Agreement, provide us with copies of these audits. except as modified by this Agreement. The Lockbox Service is intended for check processing only. You should advise your IVR-Initiated Transactions
customers not to send currency or coin to the Lockbox address. (TEL, CCD, Debit Card, and Credit Card) We will open the envelopes received from the Lockbox and Description of Service - A TEL Entry is a Single or Recurring remove the contents. Checks and other documents contained in Entry debit initiated when the Receiver gives authorization by the envelopes will be inspected and handled in the manner telephone for a transfer from a consumer's account. You must specified in the User Documentation. We will endorse all checks comply with the NACHA rules associated with processing TEL we process on your behalf.

Entries before the start of Origination. TEL Entries may only be Acceptable Payees - Unless otherwise agreed, you will provide originated when there is an Existing Relationship between you and the Merchant Customer or when the Merchant Customer us with the names of acceptable payees. We will process initiates the telephone call. Under the NACHA rules, an Existing a check if it is made payable to an acceptable payee and if the check is otherwise processable. You warrant that
Relationship exists when there is a written agreement in payee has authorized checks payable to it to be credited to the place between you and the Merchant Customer or when the Merchant Customer has purchased goods or services from you account you designate for the Service. We may treat as an acceptable payee any variation of an acceptable payee's name that we deem to be reasonable.
19 TRANSACTION BANKING SERVICES TRANSACTION BANKING SERVICES Wholesale Lockbox Processing - If the check payee is blank and We will not begin providing exception reports or activate the either the written or numeric amount agrees with the invoice, the Service until after we receive your first mail in the Lockbox. Any check will be processed. A check received withoutan invoice or transaction identified as a reject for non-negotiability reasons will with a missing date will be processed. If either thewritten or be excluded from Exception Decisioning. numeric amount on the check agrees with the invoiceamount, the check will be processed for the invoice amount. Ifthe written and You must provide us with your accept or reject decision by our numeric amount of the check agree but do notagree with the established deadline on the same day we report exception items invoice amount, the check will be processed forthe check to you. We are entitled to conclusively rely on the instructions we amount. receive to accept or reject transactions. Any communication purporting to have been sent by you will be deemed to have A check will noraily be returned to you when any of the been sent by and authorized by you, and following occur: a) the payee is blank and neither the written nor you authorize us to act in reliance on the communication. If the numeric amount agrees with the invoice; b) the check is you fail to notify us by the deadline, we will handle those postdated by more than 3 days from the date of deposit; c) the items according to the default procedures in effect for you. check is stale-dated by more than 6 months from the dateof Our deadline, defauit procedures, and procedures for deposit; d) the written and the numeric amount of the check acknowledging accept and reject decisions are described inthe differ and neither agrees with the invoice; e) the signature is applicable User Documentation. missing on the check; f) it is a second-party check; or g) the check is drawn in a foreign currency or on a foreign bank. Wholetail Lockbox Processing - The Wholetail Lockbox Service You may instruct us to send foreign currency or foreign bank involves processing optical character recognition (OCR) checks for collection. We will send you any checks that are not remittances, checks, and other payment instructions that are processed and other materials (such as invoices) received at the received at a Lockbox address.

Lockbox address along with information regarding the day's Wholetail transactions comprise 2 separate dacuments: the deposit. You agree that we will not be liable in the event that a remittance coupon and the drawer's check. We will process check in any of the conditions listed above is not detected andis transactions with one remittance and one check ("Singles"), and processed.
multiple remittances and/or multiple checks ("Multiples"), as if you instruct us not to process a check bearing a handwritten specified in the User Documentation. Unless otherwise agreed, or typed notation "Payment in Full," "Final Payment," or wordsof we will process Wholetail transactions that match/balance similar meaning on the face of the check, we will attempt between remittance(s) amounts) and check(s) amounts). The to return the check to you unprocessed; however, we will notbe transaction will be returned to you when the remittance total does liable to you for losses you suffer if we fail to detect checks not balance to the check total. bearing such notations.

If the check payee is blank and either the written or numeric If you instruct us to process an unsigned check that is paid, but amount agrees with the OCR remittance, the check will be the account owner does not authorize payment, you agree to processed. Unless otherwise agreed, a check received without indemnify us, the drawee bank (which may include us), and any an OCR remittance or with a missing date will be processed. intervening collecting bank for any liability or expense incurred If either the written or numeric amount on the check agrees with due to the payment and collection of the check. the OCR remittance amount, the check will be processedfor the OCR remittance amount. If the written and numeric amount of Acceptable Drawers - You may provide us with a list of the check agree but do not agree with the OCR remittance acceptable drawers. For checks issued by a drawer that you amount, the check will be processed for the checkamount. designate as not acceptable, we will attempt to a) inspect the Unless you make other arrangements with us, a checkwill be face of such checks, and b) return any checks bearing such returned to you when any of the following occur: a) the payee is drawers to you for disposition. You agree that we will not beliable blank and neither the written nor the numeric amountagrees in the event that a check bearing such drawer is not detected and with the OCR remittance; b) the check is postdated is processed. by more than 3 days from the date of deposit; c) the check is Exception Decisioning - This optional online Service will deliver stale-dated by more than 6 months from the date of deposit; d) images of exception transactions. Rejects or exception neither the written nor the numeric amount of the check agrees transactions are those that are missing information, including, with the invoice; e) the signature is missing on the check; f) it but not limited to, an invoice, account, or some other identifying is a second-party check; or g) the check is drawn in a foreign number for the remitter or payment. You have the option to currency or on a foreign bank. You may instruct us to send provide us with the missing information or reject foreign currency or foreign bank checks for collection. We will the transaction. Rejected transactions will be returned to the send you any checks we do not process, other materials suchas location indicated on your processing instruction worksheet. OCR remittances received at the Lockbox address; and information regarding the deposit for the day. You agree that 21 22

TRANSACTION BANKING SERVICES TRANSACTION BANKING SERVICES we will not be liable in the event that a check with any of the Positive Pay conditions listed above is not detected and is processed.

The Positive Pay Services (Payee Positive Pay, Positive Pay, You should provide your remitters with notice, on a regular and Reverse Positive Pay, and Basic Positive Pay) allow you to repeated basis, to mail directly to you checks bearinga identify exception items, view images of exception items, and handwritten or typed notation "Payment in Full," "Final instruct us to pay or retum those items. By following these Payment," or words of similar meaning on the face of the check. procedures, you may significantly reduce the chance that We will not attempt to return to you unprocessed checks bearing fraudulent items will post to your account. such notations, and we will not be liable to you for losses you Payee Positive Pay, Positive Pay, and Basic Positive Pay - suffer if we deposit checks bearing such notations. Your remitter On each Business Day, we provide you with a report of checks notice should warn that mailing checks bearing such notations to presented to us for payment on the prior Business Day that we the Lockbox address waives the remitter's rights, if any, regarding have identified as exceptions. For customers utilizing the final payment.

Controlled Disbursement service, the Same Day Positive Pay If we process an unsigned check that is paid, but the account option is available to view exceptions identified on the same owner does not authorize payment, you agree to indemnify us, Business Day. With Payee Positive Pay, Positive Pay, and the drawee bank (which may include us), and any intervening BasicPositive Pay, exceptions are determined by comparing collecting bank for any liability or expense incurred due to the payment and collection of the check. presented to us against lists of checks you issued or cancelled that you have transmitted electronically to us.

Acceptable Remittance Payments - You may provide us with an automated file that contains customer numbers located in the For Payee Positive Pay and Positive Pay, we will not begin remittance scan line that specifies either all acceptable payments providing exception reports or activate the service until after we or unacceptable payments. We will program our system to receive your first check issue report. For Basic Positive Pay, we automatically search the file provided and separateunacceptable will activate the service on the agreed-upon start date. transactions/checks. For transactions/checks issued by a drawer that you designated as not acceptable, Reverse Positive Pay - With Reverse Positive Pay, you do not we will return any checks bearing such drawers to you for submit issue information, and we report all checks presented for disposition. You agree that we will not be liable in the event that a payment. We will treat all such checks as exception items.

Reverse Positive Pay does not protect against fraudulent items check bearing such drawer is not detected and is processed. that are cashed at one of our banking offices, and for that Money Market Mutual Fund Sweep reason, you release us from liability for paying over-the-counter We also make availabie a sweep service where you can purchase Money Market Mutual Fund (MMF) shares as described in the Regardless of the Positive Pay product, you must notify us by our MMF Sweep Agreement and Sweep Application. Please contact established deadline, on the same day we report exceptionitems your banking office for more information. to you, which checks you want us to pay or which to dishonor and return. We are entitled to conclusively rely on the"pay or return" instructions we receive. Any communication purporting to have been sent by you will be deemed to have been sent by and authorized by you, and you authorize us to act in reliance on the 1 MMF shares are sold through a prospectus, which contains communication. If you fail to notify us bythe deadline, we will information about objectives, risks, charges, and expenses. handle the exception items according to the default procedures The prospectus can be obtained through your Relationship established by the Bank. For PositivePay, Payee Positive Pay, Manager. Please read it carefully before you invest. You could and Basic Positive Pay, the default disposition is "Return." For lose money by investing in the fund. Although the fund seeks o preserve the value of your investment at $1.00 per share, it Reverse Positive Pay, the default disposition for presented items cannot guarantee it will do so. The fund may impose a fee is "Pay," and for duplicate or invalid items, it is "Retumn." Our upon the sale of your shares or may temporarily suspend your deadline, default procedures, and procedures for acknowledging ability to sell shares if the fund's liquidity falls below required pay and return requests are described in the applicable User minimums because of market conditions or other factors. The fund's sponsor has no legal obligation to provide financial support to the fund, and you should not expect that the Access Options - You may access the daily exceptions report sponsor will provide financial support to the fund at any from our website or a mobile device in order to assist you in time. MMF shares are NOT insured by the FDIC or any other making a pay/no-pay decision on exception items. A check federal government agency; are NOT Bank deposits; are NOT identified as an exception may have more than one reason to be guaranteed by the Bank or any Bank affiliate; and MAY lose flagged as an exception, even though the Bank will present only one. It is your responsibility to review all check information in its entirety prior to making a pay/no-pay decision. You may view 23 24

TRANSACTION BANKING SERVICES TRANSACTION BANKING SERVICES or print the front and back of your paid check images to help you Remote Deposit Services identify authorized items. You must then use the applicable system to notify us of your pay or return decision. The online Remote Deposit Capture and Image Cash Letter services are for customers who directly create or use a service provider to option is available for all Positive Pay types. The mobile option is available for Payee Positive Pay, Positive Pay, and Basic Positive create check image files for processing and deposit to their Union Bank accounts.

Customer Responsibilities - You must not use the remote deposit Acknowledgments - We will have no liability for payment of checks that have been altered or that bear forged, missing, or service to deposit checks payable to third parties. Onlyoriginal checks that are eligible for imaging should be scannedby you or unauthorized signatures if the checks are included in a reportof exception items and you do not give us timely instructionsto sent to the service provider for processing. Eligible checks are return the checks. By transmitting a check issue report to us, negotiable checks for any amount in U.S. dollars, drawn on or payable through a U.S. financial institution. The checks must not you warrant that you properly issued all checks that match the have been previously presented and paid. information on the report, and we shall have no further responsibility or liability for examination of the checks for In order to reduce the risk of fraud and to minimize service fraudulent signatures or material alterations. interruptions, you should implement practices and controls, including, but not limited to, the following:

If you choose to use Reverse Positive Pay, except as may be attributable to the Bank's lack of good faith or failure to exercise a) Develop a contingency plan to deposit checks in the ordinary care, you assume all the risk of loss associated with the event you lose Internet access or the Bank's website is Bank's payment of fraudulent items presented for payment over inaccessible the counter at a banking office.
b) Periodically perform testing of your systems to minimize The Payee Positive Pay, Positive Pay, Reverse Positive Pay, and service interruptions Basic Positive Pay Services do not entirely replace our standard Segregate user duties and implement dual controls, where check-processing procedures, which may cause a check to be reasonably possible, to mitigate the risk of one individual • dishonored even if your instructions or the default procedure do having responsibility for end-to-end processing and not otherwise require us to return such check. accounts receivable reconciliation We will use reasonable efforts under the circumstances to d) Implement a routine to audit users' use of the Service respond promptly to proper requests for copies of exception e) Ensure access credentials are removed when a user leaves items, but you acknowledge that our failure to provide copies the company or is reassigned to other duties does not extend the deadlines by which you must notify us of f) Ensure that users cannot share access to the Service or your pay or return decisions.
equipment with a third party without the knowledge and
prior written approval of the Bank
Receivables Straight Through Processing
Receivables Straight Through Processing helps improve the rate 9) Ensure deposit files stored on a server or desktop computer of collections by automating the manually intensive payment and are adequately secured and/or encrypted invoice matching process. You can create your own personalized h) Develop written procedures to train new users on the business ruies and use electronic workflows that will allow faster Service® resolution of invoice discrepancies. This Servicemay be made i) Implement controls to safeguard non-public informationin available through our designated service provider ("Provider"). paper and image formats, and limit access to the Neither we nor the Provider shall be responsible information to only employees who are authorized to handie for delays in delivery of bills and the receipt or processing of deposit accounts on the Service your transactions due to causes beyond our or the Provider's reasonable control. i) Implement system security and antivirus software to safeguard against viruses, malware, and other potential Processing in General - You provide us with a list of system risks outstanding invoices and related information, and we match k) Dedicate a workstation for the Service and other bank incoming payments against these open invoices. Any services to minimize the risk of viruses and malware exceptions are sent to the web portal for your review and resolution. Reports are made available online and via direct Foreign Transmittals Prohibited - All check images must be scanned and electronically transmitted to the Bank using equipment located solely in the United States. Image devices leased to you or otherwise made available to you by or through us must not be transported or used outside the United States. 25 26

TRANSACTION BANKING SERVICES TRANSACTION BANKING SERVICES Any exception to these prohibitions must be approved in During the time period that you maintain the original checks, advance by the Bank. you understand and agree that you must use a high degreeof care to protect these original checks against security risks.

Security Procedures - You agree to take all reasonable security These risks include, but are not limited to, a) theft or precautions to prevent unauthorized or fraudulent use of these reproduction of the original checks (including by employees) for Services by your employees, agents, contractors,
purposes of presentment for deposit of these original checks after customers, and third parties. You may be assigned one or more they have already been presented for deposit via the remote identification numbers (User IDs) and passwords to enable deposit service, and b) unauthorized use of information derived your employees and agents to access and use the Services. from the original checks.

Once such identification numbers and passwords have been assigned and validated, the use and confidentiality of such You should maintain written procedures to ensure that only numbers shall be your sole responsibility. We do not assume employees who are authorized to handle deposit accounts have responsibility to discover breaches of your security. You must access to the checks, and that destruction of scanned checks immediately notify us if you discover any security breach related is completed after the record retention period. Keys to cabinets or areas where checks are stored should be accessible oniy to authorized employees, and any movement of scanned checks for Image Exchange - When you send images to us, you will create storage purposes should be conducted under secured check images of original checks using Bank-provided or Bank- conditions. You should maintain a daily log of deposits with the approved scanning equipment to scan the front and back of the date of the deposit, initials of the person storing the checks, and checks. You are responsible for entering the correct dollar amount for each check.

Scanning Equipment - Scanners cannot be moved from the
Image Cash Letter (ICL) allows you to transmit electronic files of original shipping address to another location without the prior check images in an industry-standard file format instead of written approval of the Bank, and you cannot move scanners to paper checks to the Bank for clearing. Using Direct Send, you a location outside of the United States, Puerto Rico, or Guam. can transmit images of the checks you receive and scan at your We must approve your use of scanning equipment that is not place of business. Using Vendor Send, a vendor can scan purchased or leased through us. We are not responsible for checks and transmit the image deposit file to the Bank on your the servicing or repair of this equipment. If you have a check behalf.
scanner purchased through the Bank that is under
You are responsible for any loss or failure to collect a check advanced unit exchange warranty, and it requires repair, you image that results from an inaccurate or illegible check imageor may be provided with a working scanner to ensure your remote your failure to provide full and correct MICR data or a dollar deposit service is not interrupted. You have 10 calendar days amount for a check image. after the date a working scanner is shipped to you to return your scanner requiring repair. If the scanner requiring repair is not You will transmit check images to us according to the returned within the specified time period, you will be charged transmission schedule provided to you by us from time to time. A a fee, plus any fees associated with missing accessories, which check image shall not be deemed received by us until we will be applied to your account. receive the check image at the Bank. We are not responsible for any losses arising directly or indirectly from damage or alteration All loaned scanners should be returned to:
to the check image prior to its receipt by us. Superior Press 9440 Norwalk Bivd.

Check Storage and Destruction - You agree to retain the original items in secure storage after submitting the check Santa Fe Springs, CA 90670 images for deposit until such time as you have a reasonable Please adhere to all shipping instructions included in the expectation that the original checks have finally cleared. scanner box. If you have any questions, please contact You will then destroy the items in a safe and secure manner. Transaction Banking Customer Service at 1-800-322-2778.

Among other things, these security procedures should be designed to ensure that the original checks are not accessed by Lockbox Service with National Remote Deposit Services - You unauthorized persons during the destruction and disposal instruct your customers to mail checks to the Lockbox address. process and, once destroyed, the original checks are no longer We will pick up mail at the Lockbox address at regularly readable or capable of being reconstructed. scheduled times and forward checks and other document images to the Bank's designated check processor for further processing Upon our request, you agree to provide us with your procedures and collection. for securing and destroying original items and will permit us to review your process. Cash Vault Service with National Remote Deposit Services - Your cash and check deposits are transported to a cash vault 27 28
TRANSACTION BANKING SERVICES TRANSACTION. BANKING SERVICES location owned and operated by a third-party service provider. check created from that check image, shall be a "check" and/or The cash vault operator will scan the checks and electronically an "item" for all purposes under this Agreement, the Commercial transmit image files to us for collection and deposit to your Code, the Expedited Funds Availability Act, Regulation CC, and account.
any other federal or state check law, to thesame extent as that Processing Check Images - We will collect check images original check is a "check" or an "item." Youacknowledge that a through the bank check collection system. We may also use, at check image may not capture or include all the security our discretion, the check image to create a substitute check and features contained in the original check, such aswatermarks. collect that substitute check through the bank check collection Warranties for Check Image Processing - You represent and process. In certain cases, we may request that you deposit the warrant to us each time you use the remote deposit service to original check in lieu of the check image. transfer or deposit a check image with us, directly, including For checks sent to our service provider for imaging, we will retain through your service provider, or indirectly through our or your the original check reiating to the check image for a period of time service provider, that:
to be determined by us. We are responsible forstorage and 1) the check image is an accurate representation of all destruction of the original check and any copies of the original information on the front and back of the original at the time check or check image in a secure and confidentialmanner. the original check was converted to a check image, and the The deposit of all check images is subject to our verification and check image contains all endorsements from the original final inspection. We reserve the right at any time to refusethe check (if sent by you or your processor); deposit of a check image or to return all or part of a deposit of 2) each check image (or related electronic data file) contains a multiple check images to you without prior notice. In certain record of all MICR line information required for a substitute cases, we may submit the original check through payment check and otherwise satisfies all of the requirements processing. The amount of the image deposit will beadjusted to of Check 21 and Regulation CC for the creation and/or reflect any checks that are cleared through paperprocessing. transferring of a substitute check created from that image (if We will advise you of any such adjustment. sent by you or your processor); A check image shall not be deemed received by us for deposit 3) the original check, a duplicate check image, or any copy of until we receive the check image at a licensed location of the the original check or check image will not be deposited by Bank, whether received directly from you, your service provider, you with us (unless we expressly instruct you to do so) or or our service provider. If we receive a check image on a day that under any circumstances with any other bank; is not a Business Day or after the processing cutoff hour for a 4) the original check, a duplicate check image, or any copy of Business Day as established by us, that check image shall be the original check or check image will not be presented deemed to have been received by us at the opening of the next transferred, or returned such that we or any other person Business Day. (such as the drawer of the check) will be asked to make payment based on a check or check image that we or the
We are not under any obligation to you to inspect or verify a check other person already paid; image to determine accuracy, legibility, or the quality of the check image or MICR line information associated with the check image, each check's format shall adhere to industry standards and or for any other purpose. We reserve the right, but are not may change from time to time. The current image Quality obligated, to correct or amend MICR line information associated Guideline is Black/White, minimum 200 DPI TIFF G4; with a check image to facilitate processing of the check image or 6) all the information provided to the Bank is accurate. a substitute check created from that check image. You agree to In addition, each time you use the Service to transfer or deposit obtain a replacement check from the drawer if a check image is rejected and the original check is unavailable. a check with us directly, including through your service provider, or indirectly through our service provider, you are We and other banks may process and collect a check image deemed to make to us any representation, warranty, or substitute check through one or more check clearinghouses, indemnity that we make, under applicable law, clearinghouse Federal Reserve Banks, or private clearing agreements with rule, Federal Reserve Operating Circular, bi-lateral agreement, other banks. The check images or substitute checks will be or otherwise, to any bank (including a Federal Reserve Bank and subject to the rules of that clearinghouse, Federal Reserve Bank, the paying bank) or other person when the bank transfers or or private clearing bank agreement. presents the check image or any substitute check created from You agree that, notwithstanding its electronic form, a check that check image. We may charge back to your accounts) any deposited check that is later returned to us owing to an actual or image that is created from an original check, or a substitute alleged breach of any such representation or warranty. 29 30

TRANSACTION BANKING SERVICES

TRANSACTION BANKING SERVICES
Internet Access and Information Security - You acknowledge that hours' written notice to the other party if continued exchangeof we do not control the Internet or other information systems files is or will be commercially unviable and therefore subject to operated by third parties, and you will not hold us or our agents suspension; such notice shall provide in reasonable detail the liabie for any failures, acts, or omissions of any third-party reasons that the exchange of files is commercially unviable. Upon information system operator, including, but not limited to, receipt of such notice and request, the other party shall consent unauthorized access to or alteration, theft, or destruction of or object to the suspension in writing as promptly information and data. as possible, provided that party shall consent if, based on the request, it can reasonably be expected that continued We will exercise due care in seeking to preserve the
exchange of files would have material adverse impact on check confidentiality of any user number, password, test key, or other code or identifier, and to prevent the use of Internet-delivered remote deposit services by unauthorized persons (and in this The foregoing notwithstanding, the non-requesting party connection it is understood and agreed that implementation byus shall have until the end of the 24-hour period to propose a of our normal procedures for maintaining the confidentialityof remedy to the stated problem, and the requesting party will information relating to our customers, and where practicable give due consideration to the solution and consent or obtaining similar undertakings from third parties engaged in the object to implementation of such solution, consent not to be installation, maintenance, and operation of a system used to unreasonably withheld. The parties agree to use commercial best provide the Service, shall constitute our fulfillment of exercising efforts to resolve any problem and end any suspension ofthe due care), but shall not otherwise be under any liability or exchange of image files as promptly as possible. The partiesshall have any responsibility of any kind for any loss incurred or process paper items until image exchange is resumed. damage suffered by you in consequence or by reason of any The parties shall give 24 hours' notice of the intention to resume unauthorized person gaining access to or otherwise makinguse image-exchange processes, a period that shall exclude of the Service. You assume full responsibility for the weekends and holidays. consequences of any missing or unauthorized use of or accessto the Service or disclosure of any confidential information or Testing of ICL Files - Both parties will mutually agree upon instructions by you, your employees, or your agents. testing to be performed whenever software or hardware modifications or enhancements, initiated by either party, may Use - You agree to use the Service only for your own internal affect the creation and processing of CL files. Both parties will business purposes. Without limiting the generality of the make their best effort not to impact the accuracy of ICL file foregoing, you agree not to make the Service available or allow use of the Service in a computer bureau service business or timesharing, or otherwise disclose or allow use of the Service by Termination - Notwithstanding any other provision of this or for the benefit of any third party. Without our express Agreement, we may terminate your use of the remote deposit permission, you may not use the remote deposit service to service at any time by giving you notice. deposit items to a personal account.

Telephone-Initiated Transactions
Third-Party Beneficiary - Any service provider engaged byus to (TEL, PPD, CCD, Debit Card, and Credit Card) deliver the Service is an intended third-party beneficiaryof this Description of Service - A TEL Entry is a Single or Recurring Agreement to the extent that the service provider or
Entry debit initiated when the Receiver gives authorization by its affiliate and/or such other service provider delivers telephone for a transfer from a consumer's account. You must services in connection with the Service. Our licensors or comply with the NACHA rules associated with processing TEL suppliers will not be subject to any liability to you in connection Entries before the start of Origination. TEL Entries may only be with any matter related to the remote deposit service made available through the service provider. originated when there is an Existing Relationship between you and the Merchant Customer or when the Merchant Customer Remote Deposit Service Cancellation - If we have made a initiates the telephone call. Under the NACHA rules, an Existing scanner available for your use and you cancel your remote Relationship exists when there is a written agreement in deposit service within 30 days of initiation of the Service, you place between you and the Merchant Customer or when the must return the scanner within 10 days. You will be charged an Merchant Customer has purchased goods or services from you implementation fee and a restocking fee for the early retum of the within the past two (2) years. scanner. If the scanner is not returned, you will be charged the Description of Process - Your customer (the "Merchant full purchase price. Please refer to the applicable BusinessFee Customers)) will telephone your customer service Schedule. representatives and provide account numbers and other Suspension of Exchanging /CL Files - Either party may request information. Your designated employee(s) and your other to suspend the exchanging of files with at least 24 designated agents will be provided with a User ID and password 31 32

TRANSACTION BANKING SERVICES TRANSACTION BANKING SERVICES to access the System and enter the Merchant Customer's Web Services information. Transaction information is archived on the Provider's We offer many of the Services online via Union Bank's Financial System. For TEL, PPD, and CCD Entries, a transaction file is Center. The Financial Center is a Web portal that allows you sent to the ACH, which debits the Merchant Customers bank to use multiple Services through a single access point. You account and credits your Union Bank account. may perform many of your transactions through the Financial Center, including accessing account statements, opening and Notice of returned TEL, PPD, and CCD Entries will
closing accounts, initiating stop payments, sending wires and available through Internet information reporting within Business Daysafter the return. updating wire arrangements, originating ACH files, viewing check images, viewing lockbox check images and remittances, and Your Responsibility - You are fully responsible for all transactions transmitting financial data to us. To enhance security, use a credited to your account through the System, including, but not commercially reasonable level of security which must comply limited to, transactions that are later alleged to be unauthorized with current, applicable regulatory guidelines which impose more or erroneous, or that were issued on nonsufficient availabie funds rigorous encryption obligations. or subject to stop payment or other rejection, return, or In order to update wire arrangements utilizing the Financial Center, you must be an Authorized Signer on the Bank's
In addition to other applicable NACHA warranties, you warrant standard Funds Transfer Authorization form. Each person listed to us when you initiate a TEL Entry that you have employed as an Authorized Signer on the Funds Transfer Authorization commercially reasonable procedures to verify the identity of the form has the authority to enter into or change any agreementwith Receiver. the Bank concerning funds transfers on your behalf, including, but not limited to, the authority to add or delete Authorized You must tape-record the Merchant Customer's oral authorization Representatives and designate accounts used for funds for the transaction or provide, in advance of the settlement date of the TEL Entry, written notice to the Merchant Customer that confirms the oral authorization. In addition, a Contracting Officer or a Web Administrator duly designated by a Contracting Officer has the authority to addor You must clearly state, and the Merchant Customer must delete Authorized Representatives and designate accounts acknowledge, the following terms of the transaction: a) the date used for funds transfers when submitting these additions, on or after which the Merchant Customer's account will be deletions, and designations using the Online Banking Service. debited; b) the amount of the Entry; c) the Merchant Customer's name; d) a telephone number that you answer that is available to To access Services through our website, you must be enrolled in the Merchant Customer during normal business hours for the Financial Center. All persons entering the Financial Centeron Merchant Customer inquiries; e) the date of the Merchant your behalf and using the Services agree to accept any terms of Customer's oral authorization; and f) a clear statement by you use appearing on the Financial Center. Most Services available that the authorization will be used to originate an ACH debit Entry through the Financial Center require additional documentation to to the Merchant Customer's account. You must retain either the establish the underlying Services. original or a duplicate tape recording of the MerchantCustomer's oral authorization, or a copy of the written notice, for 2 years from Mobile Business Center - The Mobile Business Center is an the date of authorization. Upon our request, you must promptly alternate service delivery channel for the Financial Center and provide us with a copy of the authorization. provides access to some of our key Financial Center services through a Web-enabled mobile device.

Merchant Customer Identification - The Provider will verify that the routing number supplied by the Merchant Customer for ACH Accessing the Mobile Business Center service requires users transactions matches the designated financial institution'sname. to have a Web-enabled mobile device. To use services through The System does not verify or authenticate the identity of the the Mobile Business Center, users must have the appropriate Verchant Customer, the Merchant Customer's account number. entitlements to certain online Transaction Banking service(s). All he Merchant Customer's address, or other Merchant Customer users accessing the Mobile Business Center on behalf of your identifying information. organization and using the services agree to accept all terms ofuse applicable to the Financial Center.

Total Biller Solution
The mobile service offers the same security controls as the Total Biller Solution is offered through Services described under Financial Center. However, as with all electronic banking services, Electronic Bill Payment and Presentment, Internet-Initiated security is contingent upon users' responsible behaviorin or Application Programming Interface-Initiated Transactions, protecting their User IDs and passwords and mobile devices.

Telephone-Initiated Transactions, and IVR-Initiated Transactions. 33 34

TRANSACTION BANKING SERVICES TRANSACTION BANKING SERVICES Mobile Business Center service is dependent upon the brochure, Safeguards Against Fraud and Embezzlement, that functionality of the telecommunications or wireless service provides suggestions for protecting your business against internal provider. Ihe Bank is not responsible for the unavailability or and external fraud. Please ask us for a copy. temporary interruption of service to the Mobile Business Center due to service issues, lack of network coverage, or technical When sending confidential information related to your accountsor failure of the mobile device or wireless service provider. Services, use the Secure Messaging Service, which has security features that are not provided by regular email. You
Access to the Mobile Business Center is provided at no additional are responsible for managing Web online access. You must cost. However, users may incur charges for mobile Internet update online access authority when an individual with accessto access and should contact their wireless carrier formore the Services leaves your employment or otherwise has access information. revoked or modified. We will have no responsibility or liability to you for losses or damage arising out of unauthorized
Authorized Persons - The Contracting Officer has the highest transactions performed by your designated Users, or any level of authorization and is the individual authorized to enter into security breach. agreements with us for any Transaction Banking Services, as well as accessing the Services through the Financial Center. The Wire Transfer Services Contracting Officer may delegate fuil or partial authority to one or more Web Administrators; add and delete Web Users; Wire Transfer Services allow you to transfer funds and related messages electronically. These wire transfers are typicaily from perform password administration; grant new Web Users access your deposit accounts with us to other deposit accounts at our to existing Web Services; and create, modify, and delete user Bank or at other banks. These transfers may also incide entitlements for existing Web Services. transfers to your accounts with us from accounts at other banks.

The Contracting Officer must designate at least one Web These transfers may be made according to a specific request Administrator (who may be the Contracting Officer). A Web from you or according to your standing instructions.

Administrator has the authority to manage Services subscribedto Authorized Persons - Before using Wire Transfer Services, by the Contracting Officer, including designating the individuals you must designate the persons you authorize to perform certain who may use these Services and identifying the accounts) duties in connection with the execution of wire transfer assigned to each Service. A Contracting Officer or Web
instructions.

Administrator, each acting alone, may select one or moreWeb Users or View Only Web Users to access the Services, and Security Procedure - You agree to use Wire Transfer Services designate the accounts to which the Web User or View Only Web in accordance with one or more Security Procedures we offerto User has access. authenticate, amend, and request cancellation of wire transfer instructions. The purpose of the Security Procedure is to Web Users can use the Services to which the Contracting Officer or Web Administrator has granted them access. Web verify the authenticity of transfer instructions delivered to us in your name and not to detect errors in the transmission or Users may not grant or delete their own or another person's content of instructions. You represent and warrant each time access to any Service or account. A Web Administrator hasthe you use a Service that, in view of your requirements,
ability to add and delete Web Users, reset a Web User's the Security Procedure is a satisfactory method of verifying password, and issue a temporary password to a Web User. the authenticity of instructions. You agree to be bound by View Only Web Users may view information but not perform instructions, whether or not they were in fact authorized, if we transactions. This status is not available for all Services. followed the agreed-upon Security Procedure. You agreeto preserve the confidentiality of the Security Procedure and Security - Temporary user passwords for each Contracting omptly notify us of any compromise of the integrity of th Officer, Web Administrator, Web User, and View Only Web curity Procedu User (each a "User") will be initially assigned by us and communicated to the Web Administrator. Execution of Transfer Requests - We will use our best efforts to execute each properly authorized wire transfer instruction on the Individuals accessing the Financial Center will be able to select day of receipt if a) we receive the instruction and are able to their own user identification codes and passwords. authenticate it before our cutoff time, and b) the day of receiptis a Business Day for us and the transmission facility selected. We To maintain the integrity and confidentiality of your financial information and transactions, it is important to protect these identification codes and passwords. In addition, individuals may also utilize token authentication at log-in to further authenticate themselves. The token is a lightweight physical device used in conjunction with a user name and password. We publish a 35 36

TRANSACTION BANKING SERVICES TRANSACTION BANKING SERVICES We will notify you of all wire activity on your account on your an outgoing or incoming transfer), and that a portion of such fees periodic account statement. We have no obligation to notify you may be shared with the Bank. You authorize the Bank andsuch in any other way. However, you may choose to make special intermediary banks to deduct such fees, and you furtherauthorize arrangements with your banking office to receive earlier notice of the Bank to share in such fees with such intermediary banks, as wire transfer activity on your account via telephone, facsimile described above. transmission, or U.S. mail.

Foreign Currency Transactions - If your request is in United Rejection of Transfer Requests - We may reject any requestthat States doilars to a foreign country, we may transfer payment inthe does not comply with our requirements or the applicableUser currency of the beneficiary's bank's country at our buying rate of Documentation; that we have been unable to verify through use exchange for United States dollar transfers. If for anyreason the of the Security Procedure; or that contains inconsistent, transfer is returned, you agree to accept the refund in United ambiguous, or missing information. Notice of rejection may be States dollars in the amount of the foreign money credit, based on given to you by telephone, electronically, byfacsimile, or by mail the current buying rate of the bank convertingthe currency to and will be effective when given. We will not incur liability to you United States dollars on the date of refund, lessany charges and for any loss occasioned by our refusal to honor any request. expenses we incurred, and our commission formaking the Transfer Request Exceeds Account Balances - If there are nonsufficient available collected and available funds in your Designation of Funds Transfer System - You hereby instruct us accounts) to cover your request, we may, at our sole discretion, to use the following: Fedwire, CHIPS, SWIFT, any intermediary choose to complete wire transfers that you initiated. You agreeto bank identified by the foregoing systems as a correspondent bank immediately repay us the amount of any overdraft created, plus of the beneficiary's bank, or any payment system or intermediary any overdraft charges, without notice or demand to you. bank that we deem reasonable under the circumstances. You agree to be bound by the rules of the wiretransfer payment Cancellation or Amendment - We have no obligation to cancelor amend wire transfer instructions after we receive them. If you send us a request instructing us to cancel or amend a Zero Balance Accounting prior transfer request and we are able to verify the authenticity of the cancellation or amendment request using the Security Our Zero Balance Accounting Service automatically transfers funds between your Concentration Account and Zero Balance Procedure, we will make a reasonable effort to act on that request, but we will not be liable to you if it is not effected. Accounts. Each day we will process the debit and credit You agree to indemnify us in connection with your request to transactions to the Zero Balance Accounts and transfer funds to amend or cancel to the same extent as we indemnify other and from the Concentration Account to bring the Zero Balance parties under UCC 4A. Your obligations under this provision will Accounts to a zero balance. If any of the Zero Balance Accounts survive termination of this Agreement. are subsidiary accounts, you are responsible for any financial liability resulting from commingling and/or movement of fundsto Inconsistency of Name and Number - A beneficiary's bank can and from the Zero Balance Accounts and the Concentration make payment to a beneficiary based solely on the account or other identifying number, even if the name in the request differs from the name on the account. GENERAL PROVISIONS
Identification of Intermediary or Beneficiary's Bank - If your Changes to a Service wire transfer order identifies an intermediary bank or a You may request at any time to change the processing beneficiary's bank by both name and identifying number, we instructions for a Service. We are not obligated to implemen and other banks may rely on the identifving number regardless of whether the bank name and identifying number refer to different entities. We may select any intermediary bank, funds transfer system, or means of transmittal to send your paymentorder. Our selection may differ from that indicated in yourinstructions without writing, in a form and manner acceptable to us, or be from an our incurring liability to you. authorized person you designate. Changes are subject to our Intermediary Bank Fees - Union Bank may charge fees for sending or receiving a funds transfer. You acknowledge and Communications Any written notice or other written communication to be given by us under this Agreement will be addressed to you at the amount of the transfer that they process (whether address specified in our records. Unless we advise you 37 38

TRANSACTION BANKING SERVICES TRANSACTION BANKING SERVICES otherwise, written communication to us should be sent to your a need to know the Materials; b) make any copies, in whole or in office of account. Notices are effective upon receipt, except as part, of any Materials in whatever form or medium (electronic, otherwise provided in this Agreement or any Materials. printed, or otherwise) in which they may exist from time to time, except as provided in the Software License section; and We may electronically monitor and/or record any telephone c) translate, reverse engineer, disassemble, or decompile any communications with you. You consent to such recording. If our software or security devices. records about any communication. are different from yours, our records will govern. These confidentiality obligations continue after a Service you are using is terminated.

If we allow you to use email or communications via our website to initiate payment requests or other instructions with respectto a You have sole responsibility for the custody, control, and use Service, you will be subject to the terms and conditions of ail Materials. You agree that no individual will be allowed to of this Agreement and must comply with the applicable User initiate a request or other instruction contemplated in Documentation. connection with the Services or have access to any Materials without proper supervision and strict security procedures. We We may rely on oral instructions from any person who identifies will be fuily protected in relying on the correct user himself or herself by a name that is included on a list from youof identification codes and passwords, as described in the persons authorized to give such instructions. relevant User Documentation.

Except as otherwise expressly stated in this Agreement, we are Notwithstanding anything in the foregoing, to the extent that not required to act on any instruction from any person or to give you are subject to any binding law or order requiring you to notices to any person. disclose the Materials, you are permitted to do so provided you take commercially reasonable measures, to the extent legally Compliance with Laws, Operating Procedures, and
feasible, to disclose only that portion of the Materials you are Guidelines; Bona Fide Transactions
legally required to disclose.

You shall compiy with all applicable laws, regulations, or ordinances, and orders of governmental and governing Neither party will use the other's name or refer to the other party authorities having jurisdiction, including, but not limited to, the directly or indirectly in any solicitation, marketing materiai, Electronic Funds Transfer Act, federal Regulation E, the Fair advertisement, news release, or other release to any publication without receiving the other party's specific prior written approval Credit Reporting Act, the FTC Telemarketing Sales Rule
for each such use or release, except that we may useyour name (including, but not limited to, any requirement to obtain your as a reference in service proposals if we obtain yourprior oral customer's express verifiable authorization to originate a charge against the customer's bank account), federal and state approval for such use. This section does not limit either party's ability to satisfy any governmentally or judicially required privacy laws, anti-money-laundering laws (Bank SecrecyAct, USA PATRIOT Act, and Office of Foreign Assets Controi
lists/directives), and all rules and operating guidelines of the Customer Responsibility
National Automated Clearing House Association to the extent the same are applicable to the Services. You represent that all You agree to be solely responsible for your proper use of the transactions are the result of bona fide business transactions. Services, including, but not limited to, implementing internal procedures to safeguard your confidential access capability.

Confidentiality You will assume full responsibility for the provision, repair, and You acknowledge our claim to proprietary rights in the Materials maintenance of any facilities, computer devices, or other and that the Materials constitute our trade secrets or trade secrets equipment necessary to or used by you in connection with of our licensors or vendors. You understand that all Materials are accessing the Services. onfidential and vou will al safeguard the Materialsat all times; b stablish and maintain procedures to assure the confidentiality o Cutoff Hours the Materials and any password or code you are assigned or use; c) use the Materials only for the purposes for which we provide them; and d) notify us promptly by telephone, confirmed in writing, if any Materials are lost or theirconfidentiality is compromised. other than a Business Day may be deemed received as of the You will not, nor will you allow anyone else to, do any of the next Business Day. following without our prior consent: a) disclose any Materials to any person or entity, except to your employees and agents with General Matters This Agreement will be controlling in the event of any conflict between it and any relevant Deposit Account Agreement,
Customer Manual, User Documentation, Materials, and any other document or written or oral statement. Current User Documentation is available upon request.
39 TRANSACTION HONKING SERVICES

TRANSACTION BANKING SERVICES
This Agreement is binding upon each of our respective You acknowledge that it is not possible for Services to be totally successors and permitted assigns. You may not assign any of free from operator, programming, or equipment error, and your rights or duties under this Agreement without our prior that errors in processing and compiling data may occasionally written consent. Except as otherwise provided, this Agreementis occur (e.g., due to the failure of others to provide accurate not for the benefit of any other person, and no other personhas information, or to telecommunication failures or a breakdown in any right under this Agreement against you or us. Nothing an electronic data interchange). You agree to review and verifyall contained in this Agreement creates any agency, fiduciary, joint results and to maintain adequate controls for ensuring both the venture, or partnership relationship between you and us. We are accuracy of data transmissions and the detection of errors. responsible only for performing the Services expressly provided Unless otherwise required by law, our sole responsibility for any for in this Agreement. We may contract with an outside vendor in reporting errors we cause will be to reprocess the information for providing any Service. If any provision of the period in question and to submit corrected reports at our this Agreement or the application of any such provision to any expense. You agree to maintain adequate backup files of the person or set of circumstances is determined to be invalid, data you submit for a reasonable period of time to facilitateany unlawful, void, or unenforceable to any extent, the remainder of needed reconstruction of your transactions. If we are unabie to this Agreement, and the application of such provision to persons provide a Service for any reason, we will promptly inform you of or circumstances other than those determined to be invalid. the problem and will take reasonable steps to resume unlawful, void, or unenforceable, shall be enforceable to the processing. fullest extent permitted by law. Except as otherwise statedherein or required by law, the provisions of this Agreement aregoverned Limitation of Liability; Indemnity by, and interpreted according to, the laws Except as otherwise stated in this Agreement or required by of the state where your account is located, and federal law. law, we will be liable to you only for damages arising directly from our intentional misconduct or negligent acts or
No delay or failure to exercise any right or remedy under this omissions and/or intentional misconduct..

Agreement is deemed to be a waiver of such right or remedy. No waiver of a single breach or default under this Agreement is a We will not be responsible for any loss, delay, cost, or liability waiver of any other breach or default. Any waiver under this that arises, directly or indirectly, in whole or in part, from a) your Agreement must be in writing. actions or omissions, or those of third parties, that are not within our immediate and reasonable control; b) your negligence or Information Processing and Reporting breach of any agreement with us; c) any inaccuracy, or omission We offer a number of Services that require us to receive, in any instruction or information provided to us; process, and report.information involving your accounts and d) any error, failure, or delay in the transmission, processing, or transactions. We will not be responsible for determining the delivery of data, records, or items due to a breakdown in any accuracy, timeliness, or completeness of any information that you computer or communications facility; e) accidents, strikes or or others provide to us. We shall be protected in acting onany labor disputes; civil unrest; terrorist attacks; fire; flood; water oral or written request, whether received by telephone, courier, damage (e.g., from fire suppression systems); or acts of God; U.S. mail, fax, email, Internet, or other means of communication, f) causes beyond our reasonable control; g) the application of any believed in good faith to be genuine and to have been made by govemment or funds transfer system rule, guideline, policy, or you or your authorized agents. We will nothave a duty to interpret regulation; h) the lack of available funds in your account the content of any data transmitted to us, except to the limited to complete a transaction; or i) our inability to confirm to our extent set forth in this Agreement andthe User Documentation. satisfaction the authority of any person to act on your behaif Unless we agree otherwise in writing, we will not be required, by except to the extent that any loss, delay, cost or liability arises • means of the Security Procedures orotherwise, to detect errors in from our negligence acts or omissions and/or intentional the transmission or content of any information we receive from you or third parties.

Except for losses caused by our gross negligence or willful We make no warranty, express or implied, in law or in fact, misconduct, our liability for any loss, cost, damage, or liability including, but not limited to, any implied warranty of fitness for a arising from our actions or omissions will not exceed the particular purpose or of merchantability, with respect to the monthly charge for the Service in question for the month Services, or any computer programs, equipment, or software preceding the date of loss, except as otherwise required by made available to you. Unless otherwise agreed in writing UCC 4A. the computer programs, Materials, User Documentation, Security Procedures, software, and systems provided to you in connection We will not be liable under any circumstances for any special, with any Service represent our proprietary propertyand must be consequential, punitive, or indirect damages that you incur in returned to us upon request. connection with your accounts), even if we are aware of the possibility for such damages, unless specifically imposed by statute that cannot be waived by the parties.

You acknowledge that our fees have been established in
contemplation of a) these limitations on our liability, and b) your 41 42

TRANSACTION BANKING SERVICES TRANSACTION BANKING SERVICES agreement to review statements and notices promptly and to Software License notify us immediately of any discrepancies or problems. This section applies to all software we provide you unless a separate license agreement for specific software is given to you.

You will indemnify us against and hold us harmless from any and all liabilities, ciaims, costs, expenses, and damages of any For each software application, we grant you a non-exclusive, nature (including reasonable attorney's fees) arising out of or non-transferabie license to use that software and its related relating to disputes or legal actions by parties other than you Materials. No such license grants you any rights to any patents, and us concerning your accounts and Bank Services. The trademarks, or trade names. obligations contained in the preceding sentence will continue after your account or Bank Service is terminated. This section You may not sublicense, lease, distribute, or otherwise transfer does not apply to any cost or damage incurred by a third party a software application, the related Materiais, or your right to use that is attributable to our gross negligence or intentional the software and related Materials. misconduct and for which we are legally responsible. You may not make, or allow anyone else to make, copies of the software or reiated Materials, beyond one copy for backup and Limitation of Time to Bring Action archival purposes, except as we may otherwise agree in writing.

Any action or proceeding you bring to enforce an obligation, You may not remove, obscure, or deface any proprietary notices duty, or right arising under this Agreement or by law in contained in the software or related Materials, and connection with these Services must begin within the applicable you must include such notices in any permitted copy of the statute of limitations for the action or proceeding.

Limitation on Third-Party Use and Access You may not alter, modify, or adapt any software or related Materials or create derivative works from them. You may not Unless you have our prior written consent, you may not a) permit translate, reverse engineer, disassemble, or decompile the a third party to initiate Service transactions on your behalf, or b) use the Services to process transactions on behalfof others. software.

A license to use software and related Materials will terminate Notifying Us of a Problem automatically if you fail to comply with the terms of the licenseor You agree to notify us immediately if you discover a) any erroror any other material provision in this Agreement, or if the Services discrepancy between your records and the information we for which you are using the software are terminated. Upon provide to you about your accounts or transactions (e.g., in a termination of a license granted you, you must ceaseusing the statement, confirmation, or electronic report); b) unauthorized software and related Materials and, at our election, return or transactions involving your bank accounts or records; c) a breach destroy all copies of the software you may have in your in the confidentiality of the Security Procedures; or d) other possession or under your control, and certify to us that you have problems related to the Services. You must send us a written done so. All your obligations herein will survive terminationof any notice of the discrepancy or other problem, including astatement of the relevant facts, within a reasonable time (not to exceed 14 days from the date you first discover the problem or receive Termination information reflecting the problem, whichever occurs first). The You or we may terminate some or all of the Services, with or provisions of this section shall survive termination ofall Services. without cause, by giving 30 days' prior notice to the other party.

We may terminate the Services immediately if a) you breach Representations and Warranties any agreement with us; b) the confidentiality of the Security On and as of each day we provide any Service to you, you Procedures is compromised; c) we have reason to believe represent and warrant to us that a) your agreement to each that an unauthorized transaction has taken or may take place provision contained in this Agreement is a duly authorized, involving your account or a Service; d) you become insolvent or legal, valid, binding, and enforceable obligation; b) the debiting the subject of a bankruptcy or dissolution proceeding; e) you of any account as provided in this Agreement is not make any assignment for the benefit of creditors; f you fail inconsistent with any restriction on the use of that account; and generally to pay your debts as they become due; g) any material c) your performance of your obligations will not violate any law, adverse change occurs in your financial condition; h) we are regulation, judgment, decree, or order applicable to you. uncertain as to any person's authority to give us instructions regarding your accounts or the Services; or i) you violate any applicable rule, regulation, or law.

Termination of a Service you use does not affect your payment obligations for Services we provide to you before the Service is terminated or any other obligations that survive termination. 43 44

TRANSACTION BANKING SERVICES

TRANSACTION BANKING SERVICES
GLOSSARY OF TERMS Operating Rules means the NACHA Rules.

The following are some important terms that appear in this Processing Schedule means the schedule we provide for Agreement and shall apply equally to the singular or the plural processing all requests for Entries and other Services if you are for of the term. enrolled in the services, or subscribe to the services Business Day means each Monday through Friday, excluding Regulation CC means Federal Reserve Board Regulation CC:
holidays observed by the bank providing the Service. Availability of Funds and Collection of Checks, 12 C.F.R. Part 229, as it may be amended from time to time
Business Fee Schedule means our published fee schedule for the Services outlined in this Agreement. Relationship Manager means the Union Bank account officer, deposit manager, or other officer who assists you in managing Check 21 means the Check Clearing for the 21st Century Act your accounts and the Transaction Banking Services we provide. (Pub. L. 108-100), as it may be amended from time to time.

Security Procedure means the applicable security procedure for Concentration Account means an account from which funds are your data delivery type or Service for verifying the authenticity of transferred to a Zero Balance Account or to which funds are Entries, funds transfer instructions, reversal/ deletion requests, transferred from a Zero Balance Account. advices of checks, check issuance requests, or stop payment Credit Entries means requests, on or through prescribed media requests. and format, for the transfer of funds to accounts of depositors at Service means any Transaction Banking Service described or Union Bank or other financial institutions. covered by this Agreement or those we later make available to Customer Manual means the manual containing specific you. procedures, media, and data formats for a Service. Substitute Check means a copy of an original check, created Debit Entries means requests, on or through prescribed media from a check image that is similar in size to an original check, and format, for the withdrawal of funds from the accounts of with a slightly reduced image of the front and back of the original depositors at Union Bank or other financial institutions. check. The term "substitute check" shall have the meaning set forth in Check 21 and Regulation CC, as in effectfrom time to Deposit Account Agreement means the current signature time. card, the All About Business Accounts & Services Disclosure and Agreement, or similar master account disclosures and UCC 4A means Article 4A of the Uniform Commercial Code- agreements, as amended from time to time, that we provide Funds Transfers, as adopted by the state whose law applies to a or make available to you containing terms and conditions Service, as amended from time to time. applicable to each deposit account for which you use a Service. User Documentation means any written information we provide Deposit Delivery Handbook means the guide for preparing you, including information in electronic format, as amended from time to time that contains detailed instructionsregarding the use deposits for check courier and armored carrier transportation. of a Service, including, but not limited to, the Deposit Delivery Entries means Credit Entries and Debit Entries consistent with Handbook, Materials, and Customer Manual. the NACHA Rules and also includes any data for Entries, any Website means the Union Bank website with the Internet
pre-notification, and any Entries initiated through an EDI payment system that we approve. address unionbank.com.

Image Cash Letter means an electronic file of check images inan industry-standard file format.

Materials means software user identification codes, passwords, codes, keys, test keys, and security devices, as well as website access codes and passwords used with a Service.

NACHA means the National Automated Clearing House
Association.

NACHA Rules means the rules of the National Automated
Clearing House Association (including any other clearinghouse rules applicable to automated clearinghouse transactions), as amended from time to time.
45 46

TRANSACTION BANKING SERVICES TRANSACTION BANKING SERVICES ©2017 Mitsubishi UFJ Financial Group, Inc. All rights reserved.

The MUFG logo and name is a service mark of Mitsubishi UFJ Financial Group, Inc., and is used by MUFG Union Bank, N.A., with permission; Union Bank is a registered trademark and brand name of MUFG Union Bank, N.A., Member FDIC.
unionbank.com/commercial
84163 (01/17)
Exhibit A-3
Bank Depositor Agreement
*Sample Form Only-Included here for the purpose of demonstrating the form to be used.

UnionBank® BANK-DEPOSITOR AGREEMENT
Public Agency

T CITY OF SANTA MONICA
E
Depositor Agreement-To: MUFG Union Bank, N.A. ("Bank")
Thi eris and enry ages that he digita green and a i tedian we and are red had and cose red by and are are en received; that the terms, conditions, fees and charges may be amended from time to time by the Bank on reasonable notice; and that the accou ened hereafter and listed below are subject to the terms, conditions, fees and charges of Bank then in effe

OPENED BY REVIEWED BY DATE CLOSED

ACCOUNT NUMBER TYPE CYCLE DATE OPENED

1. see

2. attachment

3. AREA CODE & PHONE NUMBER

MAILING ADDRESS FOR ABOVE ACCOUNTS)
1685 MAIN ST
SANTA MONICA, CA 90401 (310) 458-2201

STREET ADDRESS
1685 MAIN ST, SANTA MONICA, CA 90401
TYPE OF PUBLIC AGENCY TAXPAYER ID. NUMBER
City 95-6000790

IDENTIFICATION BANK REFERENCE

PREVIOUS BANK

BRANCH/OFFICE

ACCOUNT OFFICER

TAREA CODE & PHONE NUMBER

CHANGE OF MAILING ADDRESS

DATE RECEIVED
FORM 00334 (Rev. 07/2014) eFORM
ENTER ACCOUNT NUMBER see attachment BANK-DEPOSITOR AGREEMENT I CITY OF SANTA MONICA Public Agency
m
SIGNATURE(S) (Sign in black ink) TYPED NAME AND TITLE
Gigi Decavalles-Hughes
Finance Director
David Carr
Assistant City Treasurer
(LINE OUT UNUSED SPACES)
signing instructions: It is not the Bank's general policy to offer accounts on which two or more signatures are required for withdrawals. (For exceptions see Form 00333 Approval of Multiple -Signature/Special Sinning instructions PREPARE AND MAIL STATEMENT AS FOLLOWS:

According to Bank's schedule.

IV At the end of the month.

Other:

Hold if not called for in 60 days, then mail. The Bank is not responsible for statements lost in transit.

I understand that you will handle deposits and accounts according to your arrangements for services of this type and according to a Contract for Deposit of Moneys between us dated
Tom the depost countien signatures appear above are authorized, acting in such number as is indicated above, to withdraw or transfer funds I certify that:
• I am legally charged with receipt and safekeeping of the funds coming into the Treasury of this public agency and I am authorized to establish deposit accounts with you.
• For time deposit accounts, I am authorized to establish one now and other accounts later under this agreement.

From authority hereby conferred shall remain in force until you receive witen notice of revocation from the governing body of this public agency or

SIGNEERE
Date Signature
Гуре о Gigi Decavalles-Hughes
rint Nam
Title Finance Director
(Signatory on Contract for Deposit of Moneys)
FORM 00334 (Rev. 07/2014) FORM
Exhibit A-4
Authorization for Facsimile Signature
*Sample Form Only-Included here for the purpose of demonstrating the form to be used.

AUTHORIZATION FOR FACSIMILE SIGNATURE(S)
L UnionBank®

PUBLIC ENTITY USE ONLY
MUFG Union Bank, N.A. is authorized to honor all checks, drafts or other orders for the payment of money drawn or purported to be drawn by
(Public Entity)
against accounts at MUFG Union Bank, N.A. when they bear the facsimile signature(s) authorized by the signatory shown MUFG Union Bank, N.A. may honor all checks, drafts or other orders for the payment of money and charge the accounts indicated below regardless of by whom or by what means the actual or purported facsimile signature(s) were affixed, if the facsimile signature(s) resemble(s) the facsimile specimen(s) provided to MUFG Union Bank, N.A. from time to time by the signatory on the Contract for Deposit of Moneys or the signatory's duly appointed successor.

All previous authorizations for the signing and honoring of checks, drafts or other orders drawn on or through MUFG Union Bank, N.A. remain in effect.

ACCOUNT NUMBER ACCOUNT NAME
1 2 2
3 3
4 4
5 5
6 7
8 8
AUTHORIZED SIGNATURE (Signatory on Contract for Deposit of Moneys) DATE

FACSIMILE SIGNATURE SAMPLE

PRINT NAME
FORM 54337 (Rev. 07/2014) eFORM
Exhibit A-5
Authorization and Agreement for Treasury Management Services *Sample Form Only-Included here for the purpose of demonstrating the form to be used.

AUTHORIZATION AND AGREEMENT
UnionBank FOR TREASURY MANAGEMENT SERVICES
Each of the undersigned is an officer, owner, principal or other authorized individual of the business organization named below (Company). Company has received Union Bank's All About Treasury Management Services disclosure and agreement (Agreement) and agrees to be bound by the Agreement, as amended from time to time, any applicable user documentation, set-up forms and related documents, and other disclosures provided to Company with regard to the provision of one or more Treasury Management Services by Union Bank (Bank).

Company may from time to time request any of the Services described in the Agreement. Company may begin to use any such Service, subject to the Bank's approval, once the Bank has received from Company all required and properly executed forms and Company has successfully completed any testing or training requirements.

Each of the undersigned warrants that Company has taken all action required by its organizational or constituent documents to authorize each of the undersigned to execute and deliver on behalf of Company this Authorization and Agreement and any other documents the Bank may require with respect to a Service. Company agrees that each Contracting Officer signing below is authorized to enter into agreements for Treasury Management Services with Bank and to designate from time to time who is authorized to use the Services and give instructions on behalf of Company with respect to the Services.

CITY OF SANTA MONICA
Dated

NAME OF BUSINESS ORGANIZATION
Contracting Officers:

Type or Prit Name.

Print Name Gigi Decavalles-Hughes
Signature Signature
Finance Director Title
Title

AUTHORIZATION AND AGREEMENT CERTIFICATION
Tom, ad signed ceries that ene undersign has all autority to release in one fear seried ore are ask certification until written notice of its revocation is delivered to the Bank.

Dated Signature
Print Name.

Title
Note: If the Company specified above is a corporation, the secretary or an assistant secretary must sign this certification; if it is partnership, limited liability company or limited liability partnership, one of the general partners or members must sign this certification. Sole proprietors do not need to complete this certification.

CUSTOMER ADDRESS

STREET ADDRESS TOTY STATE ZIP CODE
1685 MAIN ST SANTA MONICA CA 90401
TELEPHONE NUMBER (Include area code) FAX NUMBER (Include area code) (310) 458-2201
FORM 02397 (Rev. 07/2009) eForm Distribution: ORIGINAL-Cash Management Servicing DUPLICATE-Customer Exhibit A-б
Contract for Deposit of Moneys
*Sample Form Only-Included here for the purpose of demonstrating the form to be used.
[BANK FILE NUMBER TREASURER FILE NUMBER

AGENT OF BANK FILE NUMBER AUDITOR NUMBER

CONTRACT FOR DEPOSIT OF MONEYS
THIS CONTRACT, relating to the deposit of moneys, is made as of the Dollars (S16,490,049,000.00.) on June 30, 2017.

The Treasurer proposes to deposit in the Bank from time to time moneys in his or her custody in an aggregate amount on deposit at any one time not to exceed the total shareholder's equity of the Bank and said moneys will be deposited subject to Title 5, Division 2, Part 1, Chapter 4.

Article 2 (commencing with Section 53630) of the Government Code of the State of California.

The Government Code requires the Treasurer to enter into a contract setting forth the conditions upon which said moneys are deposited with In the judgment of the Treasurer, this contract is to the public advantage.

The parties agree as follows:

1. This contract cancels and supersedes any previous contracts 5. The Bank will maintain at all times with the Agent of the Bank as between the Treasurer and the Bank relating to the method of security for Depositor's deposits (a) eligible securities of the classes collateralization of Depositor's deposits. described in Government Code Section 53651, except subdivisions (m) and (p), having a market value at least 10% in excess-of the total

2. This contract, but not deposits then held hereunder, is subject to amount of deposits secured by those securities, (b) eligible securities termination by the Treasurer or the Bank at any time upon 30 days' of the class described in subdivision (m) of Government Code Section written notice. Deposits may be withdrawn in accordance with the 53651 having a market value at least 50% in excess of the total agreement of the parties and applicable federal and state statutes, rules amount of deposits secured by those securities and (c) eligible and regulations. This contract is subject to modification securities of the class described in subdivision (p) of Government termination upon enactment of any statute, rule, or regulation, state or Code Section 53651 having a market value of at least 5% in excess of federal, which, in the opinion of the Administrator of Local Agency the total amount of deposits secured by those securities. If the Security of the State of California (the "Administrator"), Administrator determines that a security is not qualified to secure inconsistent herewith, including any change relative to the payment of public deposits, the Bank will substitute other securities to comply interest upon moneys so deposited by the Treasurer. Upon notice to with the requirements of this paragraph. the Treasurer from the Administrator that the Bank failed to pay assessments, fines or penalties assessed by the Administrator, the 6. Eligible securities are those listed in Government Code Section Treasurer may withdraw Depositor's deposits from the Bank. Upon notice to the Treasurer from the Administrator that the Bank failed to pay fines or penalties assessed by the Administrator, the Treasurer 7. The Treasurer hereby waives security for that portion of the total may immediately withdraw authorization for the placement of pooled amount on deposit which is insured pursuant to federal law. securities with the Agent of the Bank.

8. The Agent of the Bank, which the Treasurer and the Bank hereby

3. Interest shall accrue on any moneys so deposited as permitted by authorize to hold the eligible securities posted as collateral under this any act of the Congress of the United States or by any rule or regulation of any department or agency of the federal government. If contract, is the Trust Department of the Bank. The Agent of the Bank interest may legally be paid on the account into which the moneys are has filed with the Administrator an agreement to comply in all deposited, then all moneys deposited shall bear interest at a rate respects with all provisions of the Local Agency Deposit Security agreed upon by the Treasurer and the Bank. Law as set forth in the Government Code and Local Agency Deposit Security Regulations.

4. The Bank shall issue to the Treasurer for each inactive deposit a receipt or other evidence of deposit on a form agreed to by the Bank 9. Authority for placement of securities for safekeeping in accordance and the Treasurer, stating, when required, the interest to be paid, if with Government Code Section 53659 is hereby granted to the Agent any, the duration of the deposit, the frequency of interest payments, if of the Bank, including placement with any Federal Reserve Banks or any, and the terms of withdrawal. Each such form is by reference branches thereof, and the following banks or trust companies, other made a part of this contract.

Depository Trust Company, New York, New York;
Citibank, New York, New York
FORM 53969 (Rev. 04/09)

10. If the Bank fails to pay all of any moneys on deposit of the the Bank for or otherwise compensate the Bank for) all expenses Depositor which are subject to this contract when ordered to do so in incurred in transporting all moneys deposited with the Bank to and accordance with the terms of withdrawal set forth on the deposit from the Treasurer's office. The Depositor will pay the Bank (or receipt (which is by reference made a part hereof), the Treasurer will otherwise compensate the Bank for the fees and charges stated in the immediately notify, in writing, the Administrator. Action of the Bank's then current Schedule of Fees (unless the Bank and the Administrator in converting the collateral required by paragraph 5 Treasurer otherwise agree) for handling, collecting and paying all above for the benefit of the Depositor is governed by Government checks, drafts and other exchange or securities according to the Bank's normal practices.

11. The Bank may add, substitute or withdraw eligible securities 14. This contract, the parties hereto, and all deposits governed by this being used as security for deposits made hereunder in accordance contract shall be subject in all respects to Titie 5, Division 2, Part 1, with Government Code Section 53654, provided the requirements of Chapter 4, Article 2 (commencing with Section 53630) of the paragraph 5 above are met. The Bank shall not interchange classes of Government Code of the State of California, and of all other state and security (as defined in Government Code Section 53632.5) without federal laws, statutes, rules and regulations applicable to such the prior written approval of the Treasurer. deposits, whether now in force or hereafter enacted or promulgated, all of which are by this reference made a part hereof.

12. The Bank shall have and hereby reserves the right to collect the interest on the securities except in cases where the securities are liable to sale or are sold or converted in accordance with the provision of Goverment Code Section 53665.

13. The Bank will pay all expenses incurred in transporting eligible securities maintained as collateral for moneys on deposit to and from the Agent of the Bank. The Depositor will pay (or promptly reimburse IN WITNESS WHEREOF, the Treasurer in his or her official capacity has signed this contract in quadruplicate and the Bank has caused this contract to be executed in like number by its duly authorized officer.

City of Santa Monica MUFG UNION BANK, N.A.

By: By:

Name: Gigi Decavalles-Hughes Name:

Title: Finance Director Title:

FORM 53969 (Rey. 04/09)
Exhibit A-7
Forged/ Unauthorized Endorsement Agreement
*Sample Form Only-Included here for the purpose of demonstrating the form to be used.
/ UnionBank

FORGED/UNAUTHORIZED ENDORSEMENT AGREEMENT
This Forged/Unauthorized Endorsement Agreement is entered into between City of Santa Monica ("Customer") and Union Bank, N.A. ("Bank" respecting the duties and responsibilities of Customer and Bank in connection with deposit account services performed by Bank.

RECITALS
A. Customer maintains or will maintain various deposit accounts at Bank against which checks, check warrants, and/or warrants (together or separately, "Items") are presented for collection or payment.

B. Customer anticipates that a significant number of Items will be presented for collection or payment bearing altered payee designations or forged, unauthorized, or missing payee endorsements (together or separately, "Defective Endorsements").

C. Bank has limited ability to detect Defective Endorsements on Items received by Bank for payment or collection. Bank is unwilling to provide deposit account services to Customer without receiving the assurances and indemnifications set forth below.

Based on the foregoing, and in consideration of the mutual promises contained in this Agreement, Customer and Bank agree as follows:

1. Following Customer's initial determination that an Item has been paid against an account of Customer at Bank bearing a Defective Endorsement, Customer will provide Bank with the original paid Item along with an affidavit signed by the payee of the Irem on a form acceptable to Bank ("Forgery Affidavit") attesting to the facts surrounding payment of the Item.

2. Upon Bank's receipt of a Forgery Affidavit and the original paid Item, but only if the Item was initially presented to Bank by another financial institution, Bank will forward the Item and Forgery Affidavit on a collection basis to the financial institution ("Depository Bank") that transferred the Item to Bank for payment or collection. If no response is received from the Depository Bank within 15 business days of the collection date, Bank will send a tracer copy of the original collection letter to the Depository Bank. Bank will send additional tracers every 15 days for nine periods if the collection continues to remain outstanding. Bank shall have no further responsibility relating to the Item after 135 days from receipt.

3. Collection Items that are paid by the Depository Bank will be credited to Custorer's designated accounts at Bank, less any charges deducted by the remitting Depository Bank. Bank will forward an advice to Customer identifying the collected Item by Item number, payee, and amount collected.

4. With respect to Items issued by the Customer which are cashed at one of Bank's branches by a person other than Bank's existing deposit customer, Bank agrees to exercise ordinary care to verify the payee's identity and may refuse to accept checks for encashment if the payee cannot be identified to Bank's satisfaction. Provided, however, that Bank shall not be required to obtain an endorsement or signature guaranty even if it would be normal and customary to do so.

5. Bank's responsibilities respecting Items bearing Defective Endorsements shall be limited to those set forth in paragraphs 2., 3., and 4. above. Customer understands that it is knowingly assuming the risk of loss associated with Defective Endorsement Items. Except as may be attributable to Bank's lack of good faith or failure to exercise ordinary care, Customer agrees to indemnify and hold harmless Bank, its officers, employees, agents, successors, and assigns, from and against any and all liability, loss, or damage to which it may be put by reason of Defective Endorsements. Notwithstanding any provision of this Agreement to the contrary, nothing in this Agreement is intended to relieve Bank of liability for Items bearing Defective Endorsements that are cashed by an existing deposit customer of Bank or are deposited to an account maintained by an existing Bank customer.

The above is agreed to.

UNION BANK, N.A.

SIGN HERE
By: By:

Title: Finance Director Title:

Dated: Dated:

G: Cbisg GovernmentServices\GSDForms\Forms Forged.doc.

Exhibit A-8
Lockbox Sample Letter
*Sample Form Only-Included here for the purpose of demonstrating the form to be used.
(Company Letterhead,
which must include street address and phone number)

SAMPLE LETTER
(Date)
Postmaster
General Mail Facility
7001 S. Central Avenue
Los Angeles, CA 90009
Attention: Box Section
Dear Postmaster:

This will authorize MUFG Union Bank, N. A. to rent and grant access to our Post Office Box by any employee, employers, or agent of the Bank as authorized by said Bank for their own use. The authorization applies to any registered, insured, or COD mail directed to this box.

Please note that the addressee on envelopes delivered to this P.O. Box may differ from the above company name and are as follows:

You are further authorized to honor the cancellation of said box upon written request by MUFG Union Bank, N. A. and issue refunds to them for unexpired portions of box rental fees paid.

Sincerely,
<CompanyName>>
INSTRUCTIONS:

POSTAL BOX REQUEST - LOS ANGELES
Remember to:

Have the letter printed on «CompanyName>> letterhead; the address and •
telephone number must be part of the letterhead
Include a list of all applicable addressees/acceptable payees where indicated • Have the letter signed by a «CompanyName>> official
Include a cashier's check payable to the "U.S. Postmaster" for the first year's lockbox rental fee in the amount of $1,560 (or the prevailing postal rate) Forward the letter on company letterhead with the check to:

Treasury Management Services, V03-456
1980 Saturn Street
Monterey Park, California 91754-7417
MUFG Union Bank, N.A. Ver. 1.5 (1-23-17)
Exhibit A-9
Funds Transfer Authorization
*Sample Form Only-Included here for the purpose of demonstrating the form to be used.
/ UnionBank® FUNDS TRANSFER AUTHORIZATION -
Direct Access to Wire Services & Wires on the Web
Refor to the appropriato Account and Services Dr Fo Scheduld Ar print.

DATE
REF NO. 20180215085510

1. REQUEST TYPE
Account or cal aditional
w Setup (New Wire Transi
rvice only. Complete all section
Update Existing information Deiete existing information on the database.

2. CUSTOMER INFORMATION
terms of the Master Funds Transfer Agreement and Security Procedures, applicable fee schedule and as specified below. The undersigned "Customer" and MUFG Union Bank, N.A. (Bank) agree that the Bank will provide wire transfer services according to the

PRIMARY PHONE NUMBER

NAME AS IT APPEARS ON YOUR ACCOUNT

STATEICOUNTRY ZIP CODE

ADDRESS AS IT APPEARS ON YOURACCOUNT CITY

3. SELECT OUTGOING WIRE TRANSFER INITIATION TYPE
Indicate how you wish to initiate wire transfers. Further descriptions appear in the Master Funds Transfer Agreement and Security For your protection, when you set up repetitive transfers, we perform a callback only when you initially set up the parameters fer to the appropriate Account and Services Disclosure and Agreement, or Fee Schedule for pricing. The Authentication (Securli r the transfer but not subsequently unless you request otherwise in writing. Additional fees apply for Authentication (SecurlD) Toker Token maybe used for multiple services and accounts.

Initiation Type (select one or more) Following additional services are available for Business customers:

Direct Access (may be used as a sole initiation type or as a backup to Wires on the Web). Authentication (Se uri) True user ID, pasword, encryption and IMPORTANT: Please select your Direct Access initiation method(s) from the foilowing options: (Commonty smal with farin Currency Demand Account Telephone and Callback with Authentication (SecurlD) Token Facsimile and Callback with Authentication (SecuriD) Token Wires on the Web With Foreign Currency Demand Account (Commercial)
Facsimile and Test Key (for Customers not residing in the U.S.) Transmission Repetitive Outgoing Wire Set-Upt • SWIFT (SWIFT Services Worksheet (Form 01525) must accompany Drawdown/Reverse Drawdown‡
• Conversion Fedwire to INTL Payment:

Standing Instructions‡
Sender ABA Number. -
Branch, In Person
#Funds Transfer Set Up (Form 02342) must accompany request. required. Complets Section 4, Skip section 5 and pried to setion and T.

4. CUSTOMER ACCOUNTS (Account Ownership must be the same as Customer Information above) esignation of Advice Notic Ald or Delete
Account Title i selected, complete Section
Designated Account Number

1. Dada palete

2. Aca ourate DAda polata
Date orace
•ANa Deleta
Dara rarele Dada ete
CONTINUE TO PAGE 2 •